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HomeMy WebLinkAbout130757 DLT SOLUTIONS INC - PURCHASE ORDER - 9117282City of Fort Collins PURCHASE ORDER Date: 12/08/2011 Vendor: 130757 DLT SOLUTIONS INC 13861 SUNRISE VALLEY DR. #400 HERNDON Virginia 20171 PO Number I Page 9117282 1 of This number must appear on all invoices, packing slips and labels. Ship To: ENGINEERING DIVISION CITY OF FORT COLLINS 281 N COLLEGE AVE FORT COLLINS Colorado 80521 Delivery Date: 12/08/2011 Buyer: JAMES HUME Note: Line Description Quantity UOM Unit Price Extended Ordered Price AutoCAD subscription/support Quote #4137674 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 Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax:970-221-6707 Email:purchasing@fcgov.com 1 LOT LS 14,849.02 Total Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 L COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fart Collins is exempt form state and local taxes. Our Exemption Number is 11. NON WAIVER. 99-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terns and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Smnnes 1973. Chapter 39-26. 114 (a). exercise any rights or remedies provided herein or by law, failure to pmni notify the Seller in the event of a branch, the acceptance of or payment for good hereunder or approval of the design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to med specifications, either whim 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 of the damage in transit, may be returned to you for credit and am not to be replaced except upon receipt of written purchaser to insist upon strict perfomtanec harenfor any of its rights or remedies as many such goods, regardless instructions form the City of For Collins of whim shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported and modification or rescission of this purchase order by the Purchascr operate as a waiver of any of the terms Inspection, GOODS arc subject to the City of Fon 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. authorized payment on the part of the City of Fort Collins. Hosscven it is to be understood that FINAL Seller and the Purchaser 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 hereafter Freight Temw. Shipments must be F.O.B., City of Fan Collins, 700 Wood St., Fort Collin,. CO 90522, unless acquired under federal or state unionist laws for such overcharges relating to the particular goods or services otherwise specified on this order. If permission is given to prepay freight and charge separately, 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. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. When manufacturers have distributing points in various parts of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to he agreed upon by the expected (rear the rarest distribution point to destination, and excess freight will be deducted form Invoice when Purchaser and the Seller, and the Scllcr thereafter indicates its inability or umeillingness to comply, the Purchascr shipments am 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 asxneiated with such work. Permits, Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the %rate, municipality, territory or political sulxlivision where the work is perforated, or requited by any other duly constituted public authority having jurisdiction over the work of vender. 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, macs and requirements. Authorization. All parties to this contract agree that the representatives are. in fact, bona fide and possess full and complete contour, to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional terns and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller arc objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive an your promised delivery date as noted, Time is of the essence. Delivery and perfommnce 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 of partial late deliveries. shall operate as a waiver ofthis provision. In the event ofany delay, the Purchaser shall have, in addition to other legal and equitable rcmedics, the option ofplacing this order clsovhem 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 are beyond its reasonable control and without its fault of negligence, such acts of God, acts of civil or military authorities, gas'emmental priorities, finis. strikes, food, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaur 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 ofthe delay. 3. WARRANTY. The Seller warrants that all goods, articles, material., and work covered by this order will cartoon with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and perforated with the highest degree of care and competence in accordance with accepted standards for nark 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 Scllcrs breach of warranty. The Seller shall replace, repair or make good. without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may he prcuribcd by law or by the terms of any applicable warmmy provided by the Scllcr 0ftcr the date of acceptance of the goods famished hereunder (acceptancc not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the Pumhaser shall not constitute a waiver of any claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the branch of any of the foregoing warranties or guarantees, but such habit iy shall in no event include loss of profits or loss of use. NO IMPLIED WARRANTY OR M ERCI I A NTA BILITY OR OF FITNESS FOR PU R POSE SH A LL APPLY. 4. CHANGES I N L EGA L TERMS. The Purchaser may make changes to legal terms 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 specifiations or drawings, by verbal or written change order. If any such change affcets the amount due or the time of perfommnce hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchascr 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 hatna en the panics as to any work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted portion of the goods and/or work, fur incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchascr or the Seller ofany aftheir obligations as to any good delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty 130) days form the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall bare been produced, sold, delivered and furnished in strict compliance with all applicable Imes and regulations to which the 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 arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser hornless 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 any monies due or to became due hereunder without the prior written consent of the other parry. 10. TITLE. The Seller warrants full, clear and unrestricted title to the Purchaser for all equipment, materials, and items famished in perfomtanec of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the performance of such work. This release shall apply even in the event of fault of negligence of the parry released and shall extend to the directors. oficers and employees of such party. The Scller's contractor] obligations, including warranty, shall nor be devoted to be reduced, in any way, because such work is perforated or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Scllcr 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 Purchaur from any and all claims for infnngement 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 pry by reason of such infringement at any time during the prosecution or aficr the completion of the work. In ease 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 procure for the Purchaser the right to continue using said equipment or parts, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes anninfringing. 15.INSOLVENCY. If the Seller shall bmomc insolvent or bankaft, make an assignment for the benefit 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 tents used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be construed under and governed by the laws ofthe State of Colorado. USA, The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Represenntives), on the pmmises nf.thers. 17. SELLERS RESPONSIBILITY. The Scllcr shall carryon said work m Scllcrs own risk until the c me is fully completed and acccotcd, and shall, in case of any accident destruction or injury m the work and/or materials before Selleh final completion and acceptance, complete the work at Sellers own expert c and to the satisfaction of the Purchaser. when materials and equipment are finished by others for installation or erection by the Seiler. the Seller shall receive. unload. store and handle more at the .site end become responsible therefor as though such mntcria]s and/or equipment were being famished 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 bermfits, to its employees employed on or in connection with the work covered by this purchase order. and/or to their dependents in accordance with the laws of the state in which the work is to be done The Seiler shall also carry comprehensive general liability including, but not limited to. contractual and automobile public liability insurance with bodily injury and death limits afar last S300.000 for any one person, S500,000 for any one accident and property damage limit per accident of S40Q000. 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 any weak open the premises of others. the Seller shall furnish the Purchaser with a cenifieate that such compensation and insurance have been provided. Such certificates shall specify the data when such compensation and insamncc have been provided, Such ece ifiatcs shall species the date when such compensation and insumnce 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 Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury ofany kind or nature whatsoever to persons or property caused by or resulting form the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold hamdcm the Purchaser and any or all of the Purchasers Officers, agents and cmployua form 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 pan of the Scllcr, 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 aficen, agents or employees at any time on account or by reason of any act, action, neglect, omission or defau It of the Seller of any of his contractors or any of its or their oRcers, agents or employees as aforesaid. the Seiler hereby ngrca 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 Purchaur or any of its or their officers. agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the pmpcmy of the Purchascr, or said parties in or as a result of such suits or other proceedings. the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety prcnulion%, 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 macs and regulations issued p mount dunce. Revised 03/2010