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HomeMy WebLinkAbout130757 DLT SOLUTIONS INC - PURCHASE ORDER - 9120203PURCHASE ORDER PO Number Page City OfCollins � 9120203 1 of z `t Coll` I „s This number must appear 1 1 on all invoices, packing slips and labels. Date: 01/11/2012 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: 01/11/2012 Buyer: OPAL DICK Note: Line Description Quantity Ordered UOM Unit Price Extended Price ORACLE Annual Licensing, 1 LOT LS 80,716.89 Support and Services Renewal (1/28/2012 through 1/27/2013) Total $80,716.89 9-m� 2. 0'/U�-Qk .4'F- 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchnsc Ordcr Tcrins and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By suture the City of Fort Collins is exempt from sole and fiscal taxes. Our Exemption Number is 11 NONWAIVER. 98-04502. Federal Excise Tax Exemption Ccnificam of Registry 84-6000587 is registered with the Collector of Failure ofthe Purchaser to insist upon strict performance ofthe terms and conditions hereof, failure or delay to Intermal Revenues Denver. Colorado (Ref. Colorado Revised Stamm 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 for goods hereunder or approval ofthe 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 ofthe warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be remained to you for credit and am not to be replaced except upon receipt of written purchaser to insist upon strict performance hereofor any of its rights or remedies as to any such good,, regardless instructions from the City of Fort Collins. of when shipped, received or accepted. as to any print or subsequent default hneunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operatc as a waiver of any of the teats Inspection. GOODS are 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. ASSIGNM ENT OF ANTITRUST CLA IMS. authorized payment on the pan of the City of Fad Collins. However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual eeommic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fact home by the Purchascr. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchamr any and all claims it may now have or hereafter Freight Terms. Shipments must be F.O.B., City of Fort Collins, 700 Wood St_ Fort Collins. CO 96522, unless acquired under federal or state antitrust Inws 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 Purchascr pursuant to this purchne order. bill must accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distxnec. Where manufncmmrs 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 Purchascr and the Seller, and the Seller thereafter indintcs its inability or unwillingness to comply, the Purchascr shipments arc made fmm greater distance, nay cause the work to be perfomod by the most expeditious means available to it, and the Seller shall pay all cost% associated with such work. Permits. Seller shall procure at sellers sole cost all necessary permits, cenifieatcs and licenses required by all applicable Imes, regulations, ordinances and rules ofthe state, municipality, territory or political xulxlivkion where the work is perforntN, or required by any other duly constituted public authonty having jurisdiction over the work of vendor. Seller Further agrees to hold the City of Fort Collins hamilm form and against all liability and Inca incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, mles and requirements. Authorization. All panics to this contract agree that the representatives arc, in fad, 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 li min sd forth and any supplcmcnory or additional terra and condition, annexed hereto or incorporated herein by reference. Any additional or different terms 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 be effected within the time stated on the purchase order and the documents attached herd.. No acts of the Purchasers including, without limitation, acceptance ofpenial Imc deliveries, shall operate as a waiver of this provision. In the ever of any delay. the Purchascr 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 dclnys due to causes not reasonably fomsecable which arc beyond its reasonable control and without its fault ofacgligence. such acts of God, acts of civil or military authorities, governmental priorities, fires, strikes, Bond, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchascr within fire (5) days of the time when the Seller Brst 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, 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 perform 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 form any loss, damage or expense which the Purchascr in., suffer or incur on account of the Sellers breach of warranty. The Seller shall replace, repair or make good, withmrt cost to the purchaser, any defects or faults arising within as (1) year or within such longer period of time as may be prescribed by law or by the terms of any applicable warranty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done ar materials famished by the Seller. Acceptance or use of goods by the Purchascr shall not constitute a waiver clarity 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 breach of any of the foregoing warranties or guarantees, but such liability shall in no event include loss ofpmfits or loss ofuse. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchascr may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchascr 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 waimen change order. If any such change affects the amount due or the time ofpciformance hereunder, an equitable adjustment shall be made. fi. 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 Ir any equitable adjustment bdwcen the parties as to nny work or materials then in progress provided dint the Purchascr shall not be liable for any claim., for anticipated profits on the uncompleted Portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment he made in favor of f is Seller with respect to any goods which arc the Sellers standard stock. No such termination shall relieve the Purchascr or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be amend 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 goods am subject. The Seller shall execute and deliver such documents as may be required to cried or evidcnm compliance All laws and regulations required to he incorporated in agreements of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchascr ham h,ss fmm all costs and damages suffered by the Purchascr 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 hereunder without the prior wrmcn consent ofthe other party. 10. TITLE. The Scllcr warrants full, clear end unrestricted title to the Purchascr for all equipment, materials, and items famished in performance 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 Purchascr and its contractors of any tier from all liability and claims of any nature resulting from the perfomancc of such wok. 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 ofmch 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 pmcess covered by Icmer. patent, trademark or copyright the Seller shall indemnify and save harmless the Purchascr from any and all claims for infringcmcn" by reason of the use of such patmcd design, device, material or process in connection with the contract, and shall indemnify the Purchaser for any cost expense er damage which it may be obliged to pay by reason of such infringement at any time during the prosecution m and the completion of the work. In case said equipment, or any pan thereof or the intended use of the good, is in such suit held to constitute infringement and the use of mid equipment or part is enjoined, the Seller shall. at its own expense and at its option, either pmcum for the Purchaser the right to continue using said equipment or parts, replace the same with substantially equal but nnnlnfringing equipment, or modify it so it becomes noninfringing, 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, mike an assignment for the bcncfit 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. 16. GOVERNING LAW. The definitions fterms used or the interpretation of the agreement and the rights of all parties hereunder shall be construed under and governed by the haws 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 Representative(s). no the premises ofndicts. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Scllcrs own risk until the v me is fully completed and accepted, and shall, in case of any accident. destmetioo or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Scllcrs own expense and to the satisfaction ofthe Purchascr. When materials and equipment are famished 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 Scllcr undo the order. 18. INSURANCE. The Seller shall, at his own expense pmvide for the payment of workers compensation, including occupation d 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 of at least Sa00,000 for any one person, S500.0(h) for any one accident and property damage limit per accident of S400,W0. The Seller shall likewise require his contractors. if any, toprovide for such compensation and insurance. Before any of the Sellers or his contractors employeea shall do any wwork upon the prcmisc%of others, the Seller shall furnish the Purchascr with a certificate that such compensation and insurance have been pmvidcd. Such ecrtlficates shall specify the date when such compensation and insurance have beta pmvidcd. Such certificates shall specify the date whm such compensation and insurance expires. The Scllcr 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 fmm the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchascr and any or all of the Purchasers oRccm. agents and cmployecs 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 Purchascr may be put or subject by reason of any act, action, neglect, omission or default on the pan ofthe Seller, any of his contractors, or any of the Scllcrs or conmdors officers. agents or employees. In case any suit or other proceedings shall be brought against the Purchascr. 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 com ardors 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 Scllcrs own expense, to pay any and all costs, charges, atromeys fca and other expenses. any and all judgments that may be inured by or obtained against the Purchascr or any of its or their officers. agents or cmployecs in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the pmpcny of the Purchaser. or said panics in or as a result of such suits or other pmceedings. the Scllcr will at once cause the mmc to be dissolved and discharged by giving bond or otherwise. The Seller 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 within" limitation, the Occupational Safety and Health Act of 1970 and all mhcs and regulations issued pursuant thereto. Revised 03/2010