Doing Business: Contractual Authority and Adding Additional Terms

Vendors seeking to do business with the City of New York (“City”) via the Department of Information Technology and Telecommunications (“DoITT”) are advised that only DoITT’s Commissioner, or a Deputy Commissioner specifically designated by the Commissioner, has the authority to enter into an agreement on the City’s behalf.  Any agreement, including a “click-through” or “click-wrap” agreement, that is entered into by anyone other than those officials is void and is not binding on DoITT or the City.  No claim of “apparent authority” alleging the entry into an agreement by any other person can be entertained.

In responding to requests for proposals, invitations for bids, letters of solicitation and the like from DoITT, prospective vendors must include all proposed additional terms and conditions they claim will apply (including terms and conditions from “click-through” or “click-wrap” agreements or open source licenses) or warrant that none will be included in any possible agreement entered into as the result of such responses.