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HomeMy WebLinkAbout102586 SPRADLEY BARR FORD INC - PURCHASE ORDER - 9956816Date: 11 /16/2009 City of FF6--rt Collins Page Number: 1 Purchase Order Number: 9956816 Delivery Date: 11/16/2009 Buyer: HUME,JAMES Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: Line Qty/Units Description Extended Price 11 LOT 1 each, 2010 Ford F350 DRW 4x2 chassis/cab per quote dated 11-02-09, Attn: Paul Phillips *As quoted, plus 4.10 limited slip differential Dept: Natural Resources City contact: Jim Hume, 221-6776 Exterior: white Interior: medium stone Deliver vehicle and title documents to: Fleet Main Shop, 835 Wood Street, Fort Collins 221-6613 City of Fort C in Director of Purchasing and Risk Management This order is ftValicl 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 21,969.00 Total $21,969.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Internal Revenue. Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-2m, 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in transit, may be returned to you for credit and are not to lac replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on an'iva Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this order can result in authorized payment on the part of the City of Fort Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Terns. Shipments must be F.O.B., City of Fort Collins, 700 Wood St., Foil Collins, CO 80522. unless otherwise specified on this order. If permission is given to prepay freight and charge separately, the original fi-eight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacnuers have distributing points in various pans ofthe country, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipments are made from greater distance. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules ofthe state, municipality, ten holy 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 fronn and against all liability and loss inclined by then, by reason of an asserted or established violation of any such laws. regulations, ordinances, rules and requirements. Authorization. All parties to this contract agree that the representatives are, in Ihct, bona tide and possess fill and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terns and conditions stated herein set forth and any supplementary or additional teens and conditions 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 stake complete shipment to arrive on your promised delivery date as noted. Time is ofthe essence. Delivery and perfbituance must be effected within the time stated on the purchase order and the documents attached hereto. No acts ofthe Purchasers including, Without limitation, acceptance ofpatial late deliveries, shall operate as a waiver of this provision. In the event ofanydelay, 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 tit damages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fluff ofnegligence, such acts of God, acts of civil or military authorities, govemntental priorities, fires, strikes, food, epidemics, +ears or riots provided that notice ofthe conditions causing such delay is given to the Purchaser within five (5) days ofthe 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 wan ants 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 performed with the highest degree of care and competence in accordance with accepted standards fit work of a sinhilar nature. The Seller agrees to holdthe purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on account ofthe Sellers breach of wannnty. The Seller shall replace, repair or stake good. without cost to the purchaser, any defects or faults arising within one( 1) year or within such longer period of tinne as nay be prescribed by law or by the terms of any applicable warranty provided by the Seller after the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting f -onh imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this wananty. 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 varanties or guarantees, but such liability shall in no event include loss of profits 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 teens by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchasermaymake anychanges to the teams, other than legal terns. including additions to or deletions fionuhe quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time of performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at anytime by written change order, terminate this agreement as to any or all portions ofthe goods then not shipped, subject to any equitable adjustment between the parries as to any work or natenils then in progress provided that the Purchaser shall not be liable for any claims for atticipaed profits on the uncompleted portion ofthe goods and/or work, for incidental orconsequential damages, and that no such adjustnhent bemade in favor ofthe Seller with respect to any goods which are the Sellers standard stock. No such tennination 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 beasserted 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 finished in strict compliance with all applicable laws and regulations to which the goods are subject. The Seller still] execute and deliver such documents as may be required to effect m 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 Sellers failure to comply with such law. If and only to the extent this [Agreement] constitutes a "sole source government contract" Within the nearing of Article XXVIII ofthe Colorado Constitution ("Article XXVIII"), then the provisions of Section 15 of'Anicle XXVIII are hereby incorporated into this [Agreement]. In such a case, if the [C'onrnctorl or any other person who is a "contract holder" as defined in Section 2(4.5) ofArticle XXVIII intentionally violates Section 15 or Section 17(2) of Article XXVIII, then the (Contractor] agrees it shall be ineligible to hold any sole source government contract, or public employment with the state of Colorado or any of its political subdivisions. for tree years. 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 warrants fill, clear and unrestricted title to the Purchaser for all equipment, materials, and itens furnished in performance of this agreement, free and clear of any and all liens, restrictions. reservations, security interest encumbrances and claims of others. I I. NONWAIVER. Failure ofthe Purchaser to insist upon strict performance of the tents and conditions hereof. failure or delay to 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 any of the Woman ies or obligor ions of this purchase order aid shall not be deemed a waiver of any right of the purchaser to insist upon strict performance hereof or any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted. as to any prior or subsequent default hereunder, not shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver orally ofthe tents hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice. overcharges resulting fiomantitrust violations — ill fact borne by the Purchaser. Theretofore, for good cause and ns consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter acquired under federal or state antitrust laws fill such overcharges relating to the particular goods or services purchased or acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser cord the Seller. and the Seller thereafter indicates its inability m unwillingness to comply, the Purchaser may cause the work to be performed by the most expeditious means available to if. and the Seller shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors of any tier fiom all liability and claims ofany nature resulting from the performance of such work. This release shall apply even in the event of fault of negligence ofthe party released and shall extend to the directors, officers and employees of such party. The Seller's contactual obligations, including wanmit)"anty, shall not be detailed 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 process covered by letter, patent, tradenark or copyright, the Seller shall indemnify and save harmless the Purchaser fi'onh any and all claims for infiingement by reason ofthe use ofsuch patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser for any cost, expense or damage which it maybe obliged to pay by reason of such inffingentent at anytime during the prosecution or after the completion ofthe Work. In case said equipment, or any partthereafer the intended use ofthe 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 fill the Purchaser the right to continue using said equipment or pans, replace the Sallie with substantially equal but non -infringing equipment, or modify it so it becomes non -infringing. 15. INSOLVENCY. Ifthe Seller shall become insolvent or bankrupt, make an assignment fit the benefit ofcreditors, appoint a receiver m trustee for any ofthe Sellers property or business, this order may forthwith be canceled by the Purchaser without liabilitv. 16. GOVERNING LAW. The definitions of tents used or the interpretation ofthe agreement and the rights of all parties hereunder still] be construed under and governed by the Inns 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 Representatively). on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall tiny on said work at Sellers own risk until the same is fully completed and accepted and shall, incase of anv 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 ofthe Purchaser. When materials and equipment ate 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 famished by the Seller under the order. 18. INSURANCE. The Seller shall'at his own expense. provide for the paynhent of workers compensation. including occupational disease benefits. to its employees employed on or in connection with the work covered by this purchase ot'der, 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 tally conhprehensive general liability including, but not limited to. contractual and automobile public liabilityinsurancewith bodily injury and death limits of at least $300,000 for any one person, $500,000 for any one accident and property damage limit per accident of $400.000. 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 of others, the Seller shall furnish the Purchaser 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 Seller agrees that such compensation and instumce still] 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 of any 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 Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers officers, agents and employees boar 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 maybe put or subject by reason of any act, action, neglect, omission or default on the part ofthe Seller, any ofhis contractors, or anyofthe Sellers 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 anytime oil account or by reason of any act, action, neglect, omission or default of file Seller of any of his contractors or any of its or their oficers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the Sallie at the Sellers own expense, to pay any and all costs. charges amorneys fees and other expenses, any and alljudgnhents that maybe 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 upon or obtained against the property of the Purchaser, or said port ies in or as a result of such su its or other proceedings. the Seller will at once cause the same to Ix dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, Iurnish and install all guards necessaryfor 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 rules and regulations issued pursuant thereto. Revised 04/2009