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HomeMy WebLinkAbout130757 DLT SOLUTIONS INC - PURCHASE ORDER - 9117657City of Fort Collins Date: 12/28/2011 PURCHASE ORDER Vendor: 130757 DLT SOLUTIONS INC 13861 SUNRISE VALLEY DR. #400 HERNDON Virginia 20171 PO Number Page 9117657 1of2 This number must appear on all invoices, packing slips and labels. Ship To: MIS CITY OF FORT COLLINS 215 N MASON, 3RD FLOOR FORT COLLINS Colorado 80524-4 Delivery Date: 01/01/2012 Buyer: ED BONNETTE Note: PER QUOTE #4162907 DATED 12/28/2011. CITY CONTACT IS JOHN HUSTED; PHONE #(970) 217-9143. (QTY 900) #9923-10897 @ $7.22/EA = $6,498.00 Line Description Quantity UOM Unit Price Extended Ordered Price I QUEST MIGRATION SUITE FOR ACTIVE DIRECTORY LIC/MAINT 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 6,498.00 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 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER. 95-01502, 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 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 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 ofthc design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the warantics or obligations of this purchase order and shall not be deemed a waiver ofany right of the damage in transit, may be returned to you for credit and arc not to be replaced except upon receipt of wrinen purchaser to insist upon strict performance hcrcoforany of its rights or remedies i, to any such goods, regardless instructions from the City of Fort Collins. of when shipped, reccived or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral malification or rescission of this purchase order by the Purchamr operate as a is river of any of the terms Inspection. GOODS arc 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, ASSIGNMF.NTOF ANTITRUST CLAIMS. authorized payment on the part of the City of Fort Collins. However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic pmctice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations arc 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 Terms. Shipments most be F.O.B., City of Fort Collins. Will Wood St, Fort Collins, CO 90522, unless acquired under federal or state antitrust lases 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 Where manufacturers have distributing points in various parts of the country. shipment is Ifthe Purchaser directs the Seller to correct nonconforming or 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, and the Seller thcrcaftcr 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 expeditions means available to it, and the Seller shall pay all cost associated u ith inch wort. 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 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 lass incurred by them by reason of an asserted or established violation ofany such laws. regulations, ordinances. rules and requirements. Authorization. All parties to this contract agree that the representatives are in fact. bona fide and poses, full and complete aathnriry n bind said Pont.. LIMITATION OF TERMS. This Purchase Order expressly Timis acceptance to the terms and conditions stated herein set forth and any Supplemennry or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and hereby rejaaed. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive ern your promised delivery date as noted. Time is ofthe essence Delivery and performance must be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance ofmatial 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 remedies, the option ofplacing 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 at reasonably foreseeable which arc beyond its reasonable control and without its Gult afnegligenee, such acts of Gad, acts fcivil or military authorities, governmental priorities, fire,, strikes, food, epidemics, ,.an or riots provided that notice of the conditions causing such dclny is given to the Purehascr 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 .droll be extended for the period equal to the time actually lost by reason ofth r delay. 3, WARRANTY. The Seller ,arims 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 purroscs 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 of warranty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (I) year or within such longer period of time as may he prescribed by law or by the terms of any applicable warranty provided by the Seller nPcr the date of acceptance of the goods furnished hereunder (acceptance not 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 ofany claim under this %armory. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach ofany of the foregoing wmmaties or guarantees, but such liability shall in no event include loss of pmfits 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 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 specifications or drawings, by verbal or xenten change order. If any such change affect the amount due or the time of f+erformancc hereunder, an equitable adjoatmcnt 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 nol shipped, subject to any equitable adjustment between the parties as to any work or materials then in pmgrec provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted portion of the gaols and/or work, for incidental or consequential damages, and that no such adjustment he made in favor of the Seller with respect to any .it., which arc the Scllers standard stock No such termination shall relieve the Purehascr or the Seller ofany offl cir obligations as to any gads delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be ascrtcd within thirty (30) days from the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have bun produced, sold, delivered and famished 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 Purchaser harmless from all costs and damages suffered by the Purchaser as a result of the Scllers failure to comply with such law. q. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior wnnen consent of the other parry. 10. TITLE. The Seller wamnr, full, clear and unrestricted title to the Purchaser for all equipment. materials, and items banished in perfnmmnee 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 it contractors of any tier from all Iinhil ity 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 party released and shall extend to the directors. officers and employees ofsuch party. The Seller's con tactual obligations. including warranty, shall not be deemed to he reduced, in any way, because such work is perforated 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. ft dcmark or copyright, the Seller shall indemnify and save harness the Purchaser from any and all claims for infringement by reason of the use of such pmci ted design, device, material or process in connection with the contract, and shall indemnify the Pnrchascr for any cost, expense or damage which it may be 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 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 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 noninfringing. 15. INSOLVENCY. If the Scllcr shall become insolvent or bankrupt, make an To ignim nt 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 ofcemms used or the interpretation ofthc agreement and the rights Trull parties hereunder shall be construed under and governed by the laws ofthc Statc of Colorado. USA. The fallowing Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the services of Scllers Representative(,), no the premiscs ofolhers. 17. SELLERS RESPONSIBILITY. The Seller shall cam on said work at Seller's 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 Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment arc furnished by others for installation 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 furnished by the Seller under the order. I R. 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/err to their dependents in accordance with the Imes of (he ,rate in which the work is to be done. The Seller shall also tarty comprehensive genemI liability including, but not limited to, contmctunl and automobile public liability insurance .with bodily injury and death limits of at ]cast S300t0(10 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 ofothcrs. the Seller shall famish the Purchaact 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 Scllcr ngrccs that such compensation and insurance shall be maintained until a0er 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 whmscercr to persons or property cased by or resulting from the cxeunion of the work provided for in this purchase order or is connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purehasrs of fccm, agent and employees from and against any and all claims, losses, damage,. 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 otAcem. 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 ofany act, action, neglect. omission or default of the Seller ofany 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 same at the Sellers own expense, to pay any and all costs, charges, atmencys fees and other expenses. any and all judgments that may be unworried by or obtained against the Purehascr 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 Property of the Purchaser, or said parties in or as a result of such suits or other proceedings. the Seller will at once cause the name to he dissolved and discharged by giving bond or otherwise. The Set let and his contractors shall take all safety precautions, furnish 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 Hcolth Act of 1970 and all rules and regulations issued pursuant thereto. Revised 03/2010