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HomeMy WebLinkAbout130757 DLT SOLUTIONS INC - PURCHASE ORDER - 9117581PURCHASE ORDER PO Number Page City Of9117581 1 of 2 Collins This number must appear F6r} C ,�—J`-, ` on all invoices, packing slips and labels. Date: 12/22/2011 Vendor: 130757 DLT SOLUTIONS INC 13861 SUNRISE VALLEY DR. #400 HERNDON Virginia 20171 Ship To: MIS CITY OF FORT COLLINS 215 N MASON, 3RD FLOOR FORT COLLINS Colorado 80524-4 Delivery Date: 12/22/2011 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price EXCHANGE MIGRATION CONSULTING 1 LOT LS 32,100.00 PER HOUR QTY (100) DLT QUOTE#4162231 - 12.22.11 2 EXCHANGE MIGRATION MANAGEMENT 1 LOT LS 2,350.00 PER HOUR QTY (8) Cam, c3. on.:a2s� U City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill Il, 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 Total Invoice Address: $34,450.00 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAI VER. 9R-N502. Federal Excise Tax Exemption Cenificatc of Registry 84-60W587 is registered with the Collector of Fn'lurc of the Purchaser to insist upon strict performance of the terms and conditions hereof. failure or delay to Internal Revenue. Denver, Colorado (Ref, Colorado Revised Statutes 1973, Chapter 39-26. 114 (a). exercise any rights or rcmcdies provided herein or by law, failurc to promptly notify the Seller in the event of a breach, the acceptance ofor payment for good hereunder or approval ofthc design, shall not rcicuc 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 of the damage in traniL may be returned to you for credit and arc not to be replaced czcept upon rcecipt of written purchaser to insist upon strict performance barterer any of its rights or remedies as to any such goods, regardless instruction from the City of Fort Collins. of when shipped. received or accepted. as to any prior or subsequent default hereunder. nor shall any purported oral mbdification or rescission of this purchase order by the Purchaser apcmtc as a waiver of any of the terms Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. hcrcof. 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 Purchaser recognize that in actual economic practice, overcharges resulting fmm antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations ore in fact borne by the Purchaser. Theretofore, for good cause and as eonsidemtinn for esectaing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or he cericr Freight Terms. Shipments must be F.O.B.. City of Fort Collins, 700 Wood St., Fan Collins. CO 90522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular good 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 Purchascr pursuant to this putchase order. bill must accompany invoice Additional charges fur packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected fmm the nearest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purebaser 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 laws. reguations, ordinances and rules of the %rate, 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 panics to this contract agree that the representatives arc, 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 terms and conditions stated herein set forth and any supplementary or additional reruns and conditions annexed hereto or incorporated herein by reference. Any additional or dilfercat 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 essence. Delivery and performance must be effected as. ithin 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 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 arc beyond its reasonable eontral and without its fault ofnegligeacc, such acts of God, acts ofcivil or military authorities, governmental Priorities, fires, strikes, Boyd, epidemics. wars or rimer 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 knew ledge 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 good, articles, materials and work covered by this order will conform with applicable drawings, .specifications, samples and/or other description given, will he fit fm the purposes intended, and performed with the highest degree of care and compdence in accordance with accepted standard far 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 afire Sellcrs breach ofwananry. 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 be prescribed by law or by the terms crony applicable warranty provided by the Seller m1cr the date of acceptance of the goods furnished hereunder (acceptance net to be unreasonably delayed), resulting from imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver crony claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caned by the breach of any of the foregoing warranties or guarantees. but such liability shall in no event include loss ofproftts or loss cruse. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4, CHANGES IN LEGAL TERMS. The Purchascr may make changes to legal tcmu by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than Iegal terms, including additinns to or deletions (roan the quantities originally ordered in the speeificmiun or dmwings, by verbal or written change order. If any such change affects the amount due .,the time of perfnrtnance hereunder, an equitable adjustment shall he 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, xuhjcct m any equitable adjustment between the parties as to any work or mweriads then in progress provided that the Purchaser shall not be liable for any claims fur anticipated profits on the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjusmcnt be made in favor of the Seller with respect to any good which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller 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 ordcrcd. S. COMPLIANCE WITH LAW. The Seller rartants 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 goods are 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 are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchascr hamrlcss from all costs and damage.. suffered by the Purchascr 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 become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller ammants full, clear and unrestricted title to the Purchascr for all equipment, materials. and items furnished in performance of this agreement. free and clear of any and all liens, restrictions, rescnvtiors, 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 aware resulting from the performance of such work. This rcicuc shall apply even in the event of fault of negligence of the parry released and shall extend to the directors, officers and employees ofsuch party. The Seller's contractual obligations, including warranty, 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 procec 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 paRmted design, device, material or proce< 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 of such infringement at any time during the prosecution crafter the completion of the work. In case said equipment. or any part thereof or the intended use of the goods, is in such snit held to constitute infringement and the use of said equipment of pan is enjoined, the Seller shall, at its own expense and at its option, either procure for the Purchascr 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 Seller shall become insolvent or bankrupt, 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 Purchascr without liability. Is. GOVERNING LAW. The definitions of terms ascd or the interpretation ofthe agreement and the rights of all parties hemundcr shall be construed under and governed by the laws of the Stwc of Colomdo. USA. The following Additional Conditions apply only in cases where the Seller is to preform work hereunder, including the services of Sellers Rcprescutinve(s), on the premises ofothcrs. 17. SELLERS RESPONSIBILITY. The Scllcr shall carry on said work at Sellcrs own risk until the same is fully completed and accepted, and shall. in case of any accident, destruction or injury to the work and/or materials before Scller's final completion and accepmeec, complete the work at Sellers own expense and to the satisfaction of the Purchaser. When materials and equipment are furnished by others for installation or erection by the Seller, the Seller shall mmivc, unload, store and handle same at the site and became responsible thcmfor as though such materials andrur equipment were being fumished by the Seller under. the order. 19. 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 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 Seller shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits ofat least S300.1100 for any one person. S500,000 for any one accident and property damage limit per accident of S400,000. 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 any work upon the premises archers, the Seller shall furnish the Purchascr avith a ccnifieate That such compensation and insurance have been pmvidcd. Such certificates shall specify the date %then such compensation and insurance have been provided. Such cenifieates shall .specify The date when such compensation and insurance expires The Seller agrees That such compensation and insuranceshall be maintained until wrier the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Scllcr hcrcbv assumes the entire responsibility and liability for any and all damage, lossor injury ofany kind or nature whatsoever to persons or property caused by or resulting from the execution ofthe work provided for in this purchase order or in connection herewith. The Scllcr will indemnify and hold harmless The Purchascr 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 pennus or pmpetty to which the Purchaser may be put or subject by reason of any act, action, neglect. omission or default on the pan of the Seller, any of his contractors, or any of the SCIIcn 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 contractors or any writs or their officers, agents or employees as aforesaid. the Seller hereby agrees to assume the defense thereof and to defend the same at the Sellers own caremse, 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 proceedings, and in case judgment or other lien be placed open or ohtaincd against the Property of The Purchaser. or said panics in or as a result of such suits or other poceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond or of crocisc. The Seller and his eontmctors shall take all safety precautions, furnish and install all guards necessary for The prevention of accidents, comply with ell Imes and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all mles and regulations issued pursuant thereto. Revised 032010