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HomeMy WebLinkAbout508289 SQUAREI TECHNOLOGIES INC - PURCHASE ORDER - 9157577 (2)• - .City of Fort Collins Date: 12114/2015 Vendor: 508289 SQUAREI TECHNOLOGIES INC 1315 OAKRIDGE DR SUITE 100 FORT COLLINS CO 80525 PURCHASE ORDER PO Number Page 9157577 1of2 This number must appear on all invoices, packing sli sand labels. Ship To: HUMAN RESOURCES CITY OF FORT COLLINS 215 N MASON, 2ND FLOOR FORT COLLINS CO 80524-4408 Delivery Date: 12/11/2015 Buyer: WILSON, JILL Note: PO is subject to the terms and conditions pursuant to the Agreement for RFP 8167. Implementation fee of $100,000 is billable upon receipt of this PO. The remaining $30,000 shall be applied to the 2016 annual maintenenace fee and due upon successful completion of software implementation and product release. Line Description Quantity UOM Unit Price Extended Ordered Price IMPLEMENT COST FOR RFP 8167 1 LOT LS 130,000.00 10/13/2015 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax:970-221-6707 Email:purchasing@fcgov.com Total $1 Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Page 2 of 2 1. 41OM1MFRWL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from slate and local taxes. Our Exemption Number is 11. NONWAI VER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon stria performance of the terms and conditions hereof, failure or delay to Internal Revenue. Denver- Colorado (Ref. Colorado Revised Sumles 1973, Chapter 39-26, 114 (a). exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment frogoods hereunder or approval of tile design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to maser specifications, either when shipped or due to defy :ts of any of die waranties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of written Purclraser ue insist upon strict Performance hereof or any of its rights or remedies as to any such goods, regardless instructions from the City of Fort Collins. of when shipped, received or accepted, as to any prior to subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terns Inspection. GOODS we subject to the City of Fmt Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorved payment on the part of the City of Fan Collins. However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from an mist ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. violations we in fact home by the Purchaser. Theretofore, for goad cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments must be F.O.B., City of Fan Collins, 700 Wood St., Fort Collins, CO 80522, unless acquired under federal or state mtitnrsl laws for such overcharges miming to the particular goods or services otherwise specified en this order. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by Ore Purchaser pursuant to this purchase order. hill must accompany invoice. Additional charges for packing will not be accepted 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various pmu of the won", shipment is If the Purchaser directs the Seller In correct nonconforming at defective goods by a date to be agreed upon by the expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, mid the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments arc made from greater distance. may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all costs associated with such work. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable lows, regulations, ordinances and rules of the state, municipality, territory or political subdivision where the work is performed, or required by any other duly constimmel public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fort Collins harnlcss from mid against all liability and loss incurred by them by reason of an assented or established violation of any such laws, regulations, ordinances, rules and requirements. Authorization. All parties to this contract agree that the representatives we, in fact, bona fide and possess full and complete authority to bind said parries. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated heroin set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller am objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is of the c. cc. Delivery nod performance most be c0'eaed within the time stated on the purchase order and die documents attached berate. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver of this provision. In the event of any delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which me beyond its reasonable control and without its fault of negligence, such sets of God, sets of civil or military authorities, govemmanul priorities, fires, strikes, flood, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when the Seller first received knowledge thereof. In the event of any such delay, the date of delivery shall be extended for the period equal to the time actually lost by reason of the delay. 3, WARRANTY. ]'he Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable drawings, spailications, samples and/or other descriptions given, will be fit for the purposes intended, and performed with the highest degree of care and competence in accordance with weepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmLess from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of warranty. The Seller shall replace, repair or make good, without cost to the purchaser, any defwls or faults arising within one (I) yew or within such longer period of time as may be prescribed by law or by the tame of any applicable warranty provided by the Seller after the date of acceptance of the goods famished hereunder (acceptance not in he unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance at use of goods by the Purchaser shall not constitute a waiver of my claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by die breach of my of the foregoing warrantee or gummmlces, but such liability shall in no event include loss of profits or loss of user NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL. APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal terms by written change order S. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes m the terms, other then legal terms, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If my such change affects the amount due or the time of performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by writiw change order, terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the parties as to my wort or materials then in progress provided that the Purchaser shall not be liable for my claims for anticipated prefix on the uncompleted potion of the goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to my goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or die Seiler of any of their obligations as to my goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) days front the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seiler warrants that all goods sold hereunder shall have been produced, mid, delivered and furnished in strict compliance with all apphmblc laws and regulations to which tie goods arc subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character me hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law, 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or my monies due or to become due hereunder without the prior written consent of the other party. Ig. TITLE. The Seller warrmns full, clear and unrestricted title to the Purchaser for all equipment, materials, and items famished in performance of this agreement free and clear of my and all liens, restrictions, reservations, security interest encumbrances and claims of others. The Sella shall release the Purchaser' and its contractors of my ter from all liability and claims of any name resulting from the performance of such work. This release shall apply even in the event of fault of negligence of die party released and shall extend to the directors, officers and employees of such party. The Settees contractual obligations, including warranty, shall not be deemed to he reduced, in any way, because such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by letter, parent, trademark or copyright, die Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the contract, and shall indemnify, the Purchaser for any cost, Expense or damage which it may he obliged to pay by reason of such infringement at any time during the prosecution or after the completion of the work. In case said equipment, or any pan thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or part is enjoined, the Seller shall, at its own expense and at its option, either percent for the Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Sella shall become insolvent or bankrupt, make an assignment for the bencrit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terns used or the interpretation of the agreement and the rights of all parties hemunda shall be construed under and governed by the laws of the State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to Perform work hereunder, including the services of Sefleis Represenalive(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Settees awn risk mtil the same is fully completed and accepted, and shall, in case of any accident, destruction or injury to the work and/or materials before Settees final completion and acceptance, complete the work at Senses own expense and to the satisfaction of the Purchase. When materials and equipmern are famished by others for insallatim or erection by the Seller, the Seller shall receive, unload, store and handle same at the site and become responsible therefor as though such materials and/or equipment were being famished by the Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefits, to its employees employed on or in connwtion with the work moored by this purchase order, and/or In their dependents in accordance with the laws of the sure in which the work is In be done. The Sella shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of al least $300,000 for my one person, $500,000 for any one accident and property damage limit per accident of $400,000, The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do my work upon the premises of others, the Seller shall famish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until after the entire work is completed and accepted 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Sella hereby assumes the entire responsibility and liability for my and all damage, loss or injury of my kind armature whatsoever to persons or property caused by or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and my or all of the Purchasers officers, agents end employees from and against my and all claims, losses, damages, charges or expenses, whether direct or indirect, and whether in persons or property to which the Purchaser may be put at subject by reason of any act action, neglect, emission or default on the part of the Seller, my of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or itsoffiwrs, agents or employees at my time on account or by reason of any act, action, neglect omission or default of the Seller of my of his contractors or any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the sane at the Sellers own expense, to pay my and all costs, charges, attorneys fees and other expenses, any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their offices, agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the property of the Parabola, or said parties in or as a result of such suits or other proceedings, the Seller will at once cause the some to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, famish and install all guards necessary for the prevention of accidents, comply widt all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all rates and regulations issued pursuant thereto. Revised 03/2010