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HomeMy WebLinkAbout130757 DLT SOLUTIONS INC - PURCHASE ORDER - 9116395PURCHASE ORDER PO Number Page City. Of9116395 1 °f z Flirt CollinsChis number must appear ,�—,J`-' ` 1 (�7 - on all invoices, packing slips and labels. Date: 10/26/2011 Vendor: 130757 Ship To: ELECTRIC UTILITIES DLT SOLUTIONS INC CITY OF FORT COLLINS 13861 SUNRISE VALLEY DR. #400 700 WOOD ST HERNDON Virginia 20171 FORT COLLINS Colorado 80521 Delivery Date: 10/26/2011 Buyer: OPAL DICK Note: Line Description Quantity Ordered UOM Unit Price Extended Price 1 2 Ea - Part # 9891-2018 GSA 1 LOT LS 28,995.14 Application Server Product Enterprise Edition Processor License Quote 4117128 Reference : 704394 Dated 10/13/11 2 2 Ea - Part # 9891-2019 GSA 1 LOT LS 7,951.82 1 Yr Software Update license and support for Application Server Product - Enterprise Edition Processor License 455 Days of support from Oct. 31, 2011 upto and including Jan. 27, 2013, CSI # 14290484 Total $36,946.96 Invoice Address: City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO City of Fort Collins City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com PO Box 580 Fort Collins, CO 80522-0580 Purchase Ordcr Terris and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By 'name the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER. 98.04502. Federal Excise To. Exemption Certificate of Registry 84-6000597 is registered with the Collector of Fnilum of the Purchaser to insist upon strict performance of the terns and conditions hemot failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 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 ofor payment for goods hereunder or approval ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specification, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right ofthe damage in transit. may be rammed to you for credit and are not to be replaced except upon receipt of written purchaser to insist upon strict performance hercoforany ofits rights or remedies as to any such goods, regardless instructions From the City effort Collins. of when shipped, received or accepted, as to any prior or 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 terms Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENTOF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fort Collins. However, it is to be understood that FINAL Seller and the Purthaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fact home by the Purchaser. Theretofore, for good 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 by urfaa Freight Terms. Shipments must be F.O.B., City of Fart Collins. 700 Rood St.. Fort Collins. CO 80522. unless acquired under federal or state antitrust laws for .such overcharges refuting to the particular goods or services otherwise specified on this order. If permission is given to prepay freight and charge win mbely, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill most accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacture¢ have distributing points in various pans of the country, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted Tom Invoice when shipments are made from greater distance. Permits. Seller shall procure at sellers sole cost all necessary permits, eenificates and licenses required by all applicable laws, regulations, ordinances and mles ofthe state, municipality, territory or political subdivision where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fort Collins harmless from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rules and requirements. Authorization. All parties to this contract agree that the representatives am, in fact. bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the Icrms and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terns and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY, PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your premised delivery date as noted. Time is ofthe essence. Delivery and performance must he effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance oftsmial late deliveries shall operate as a waiver of this provision. In the event ofany delay. the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Sella liable for damages. However, the Sella shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which arc beyond its reasonable control and without its fault ofnegligence. such acts of God, rem ofcivil or military authorities, governmental priorities, fires, strikes. Rood, 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 for 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. The Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, 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 accepted 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 ofwarranty. The Scllcr shill replace, repair or make good, without cost to the purchaser, any defects err faults arising within one (1) year or within such longer period of time as may be prescribed by law or by the toms of any applicable warranty provided by the Sella after the date of acceptance ofthe goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect a defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this wamnry. Except as otherwise provided in Ih is purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing w'amntics or guarantees, but such liability shall in no event include loss of profits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal more; by written change order. 5. CHANGES IN COMMERCIAL TERMS. The purchaser may make any changes to the terms, other than legal terms, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time of perfomance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written 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 any work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated pmfts on the uncompleted Portion of the grads and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which arc the Sellers standard stock. No such termination shall relieve the Purchaser or the Sella of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the date the change or termination is ordered, 8. COMPLIANCE WITH LAW, The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the guests am subject. The Seller shall execute and deliver such documents as may be required to effect orevidencc compliance. All laws and regulations required to be incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless fmm all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, transfer, or convey this order, or any monies due or to become due he¢undcr without the prior written consent of the other parry. 10. TITLE. The Sella warrants full, clear and unrestricted title to the Purchaser for all equipment. materials, and items burnished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Ifthc Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Seller, and the Seller therenfler indicates its inability or unwillingness to comply, the Purchaser may cause the work to be performed by the most expeditious means available to it, and the Sella shall pay all costs assncimcd with such work. The Seller shall release the Purchaser and its contractors of any tier fmm all liability and claims of any nature resulting from the perfomance of such work. This release shall apply even in the event of fault of negligence of the parry rcleaud and shall extend to the directors. .Ricers and employees of such party. The Seller's contactual obligations, including wamnry, shall not be deemed to be 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, patent, trademark or copyright, the 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 be obliged to pay by reason ofsarch infringement at any time during the prosecution or after the completion of the work. In case said equipment, or any part thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or pan is enjoined, the Seller shall, at its own expense and at its option, either procure for the Purchawr the right to continue using mid equipment or parts, replace the same with substantially equal but nnninfringing equipment, or modify it so it becomes nnninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt make an assignment for the benefit of creditors, appoint a receiver a mi for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions ofterms used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be consumed under and governed by the laws of the State of Colomdo, USA. The following Additional Conditions apply only in cases where the Sella is to perform work hereunder. including the services of Scllcrs Representntive(s), on the premises ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall tarty on said work at Seller's own risk until the same is fully completed and accepted, and shall, in case of any accident. dettmction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Seller's man expense and to the satisfaction of the Purchaser. When materials and equipment arc famished by others for installation or erection by the Seller, the Scllcr shall receive, unload. store and handle same at the site and become responsible therefor as though such materials and/or equipment were being furnished by the Seller under the order. 19. INSURANCE. The Scllcr shall, at his own expense, provide for the payment of workers compensation, including occupational disease henefs, to its employces employed on or in connection with the work covered by this purchase order, and/or in their dependents in accordance with the laws of the state in which the work is to he done. The Seller shall also Cary comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limis of at least S300.000 for any one person. S500.000 for any one accident and property damage limit per accident of S400,000. The Sella shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contactors employees shall do any work upon the premises ofothers, the Sell, shall furnish 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 caufcates shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insumnce shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, Inns or injury ofany kind or room whatsoever to persons or property caused by or resulting from the execution ofthc work provided for in this purchase onleror in connection herewith. The Sella will indemnify and hold harmless the Purchaser and any or all of the Purchasers effects, agents and employees from and against any and all claims, losses, damages. charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may be put or subject by reason of any act, action, neglect, omission or default on the part of the Seller, any 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 its officers, agents or employees at any time on account or by reason of any act, action, neglect, omission or default of the Seller of any of his contactors or any of its or their officers, agents or employees as aforesaid. the Seller heneby agrees to assume the defense thereof and to defend the same at the Sellers own expense, to pay any 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 officers. agents or employees in such suits or other pmceedings, and in case judgment or other lien be placed upon or obtained against the property ofthe Purchaser, or void panics in or as a result of such suits or other proceedings. the Seller will at once cause the are 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 with all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all talcs and regulations issued pursuant thereto. Revised 0312010