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HomeMy WebLinkAbout102586 SPRADLEY BARR FORD INC - PURCHASE ORDER - 9111531City of Fort Collins Date: 03/1412011 PURCHASE ORDER Vendor: 102586 SPRADLEY BARR FORD INC PO BOX 270710 FORT COLLINS Colorado 80527-0710 PO Number Page 9111531 1o12 This number must appear on all invoices, packing slips and labels. Ship To: FLEET SERVICES - MAIN SHOP CITY OF FORT COLLINS 835 WOOD ST FORT COLLINS Colorado 80521 tom', fib- M(`I Vie'-Wl YKNII'eS Delivery Date: 03/14/2011 1 1Buver: JAMES HUME Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 2011 Ford Explorer XLT 1 LOT EA 26,333.00 per quote dated 2-15-11 Attn: Paul Phillips Dept: Police Deliver vehicle & title documents to: Fleet Main Shop, 835 Wood Street, Fort Collins 221-6613 Exterior color: Sterling Gray Interior color: Charcoal 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 Total Invoice Address: 333.00 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 L COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Nmnbcr is 11. NONWAIVER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 94-6000597 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hcrcof, failure or delay to Inmoal 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 pormplly notify the Seller in the event of a breach, the acceptance ofor 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 of the wornmics or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit. may be reamed to you for credit and arc not to be replaced except upon receipt of written purchaser to insist upon strict performance hereofrt any of its rights or remedies os m any such goods, regardless instructions from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent defeu It hereunder, not shall env purported rand midi fication or rescission of this purchase order by the Purchaser operate as a waiver of any of the temu Inspection. GOODS arc subject to the City of Fen Collins inspection on arrival. hcrcof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can remlt in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the part of the City of Fort Collins. However. it is to be undctstood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fact home by the Purchaser. Theretofore, for gad cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and n11 claims it may now have or hereafter Freight Terms. Shipments must be F.O.B., City of Fran Collins. 7nO Wood Sr, Fort Collins, CO 80522. unless acquired under fedcal or state antitrust laws 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 miginal freight purchased or acquired by the Purchaser pursuant to this purchase order. bill must accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing point% in various parts 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 from the ne rest distribution point to destination, and excess freight will be deducted front Invoice when Purchaser and the Seller. and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments arc made form greater distance. may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay nil costs associated with such work. Permits. Seller shall procure at sellers sole cost all necessary permits, ccrfificmcs and licenses required by all applicable laws, regulations, ordinances and mles of the state municipality, territory or political subdivision where the work is performed. or required by any other duly constituted public authority havingjunsdicumi over the work of vendor. Seller further agrees to hold the City of Fort Collins homilcm fern and against all liability and loss incurred by them by ..no Man asserted or established violation of any such haws, regulations, ordinances. odes and requirements. Authorization. All parties to this contract agree that the represenmti%es am, in fast, bona ride and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference Any additional or different terms and conditions proposed by seller arc objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURC14ASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is ofthe ec ence. Delivery and perfomancc most be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, w'iflom t limitation, acceptance of partial Irate deliveries, shall operate as a waiver of this provision. In the event crony delay. the Purchaser shall have, in addition to other legal and equitable remedies, the Option orphaning 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 control and without its fault of negligence. such acts fGM, acts ofcivil or military authorities governmental priorities, fires, strikes, food, epidemics, wars or riots provided that notice of the conditions cousin, such delay is given to the Purchaser 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 shall be cstended for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller wamats door all goads articles, materials and work covered by this enter 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 cam and competcoce in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser hamlcsa form any loss, damage or expense which the Purchaser may suffer or incur on account of the Scllcrs breach of wamnty. The Seller shall replace, repair or make good. without cost to the purchaser. any dialects or fault arising within one (1) year or within such longer period of time as may be prescribed by law or by the terms of any applicable wamnty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect of defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this wamnty. Except as otherwise pmvidcd in this purchase order, the Scllcrs I lability hereunder shall extend to all damages proximately caused by the breach ofany of the foregoing wammies or guarantees, but such liability shall in no event include Inns of profits or loss of use. NO IMPLIED WARRANTY OR M ERCHA NTA HI LITY 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 toms, other than legal terms, including additions to or deletions from the 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 any time by written change order. terminate this agreement as to any or all portions of the good then not shipped, subject to any equitable adju tmcnt between the panics as to any work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted portion of the goods and/or work. for incidental or consequential damages. and that no such adjustment be made in favor of the Seller with respect to any gads which arc 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 ADfUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the date the change or termination is undated. S. COMPLIANCE WITH LAW. The Seller wamnts 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 Seiler 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 arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser hamiless from all coats and during" suffered by the Purchaser 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 ofthe other party. 10. TITLE. The Seller wamnts full, clear and unrestricted title to the Purchaser for all equipment, materials, and items furnished in performance of this agreement free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims ofothers. The Seiler shall rcic.c the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the performance ofsoch work. This relcasc shall apply even in the event of fault of negligence of the party released and shall extend to the directors, officers and employees ofsoch party. The Seller', contractual obligations, including w:mmrty, shall not be deemed to be reduced, in any way, becamsc such work is performed or caused to be performed by the Purchoscr. 14. PATENTS. Whenever the Seiler is required to use any design, device, material or process covered by letter, patent. trademark or copyright, the Seller shall indemnify and save hamlets the Purchaser from any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the contract. and shall indemnify the Purchaser for any cost, cxpcnsc 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 ease said equipment. or any pin thereof or the intended use of the goods, is in such snit held to constitute infringement and the use of said equipment or pan is enjoined, the Seller shall, at its own expense and of its option, either procure for the Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes noninfrin,ing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt. make an assignment for the benefit of creditnrs, appoint a receiver or lutes for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definition, of terms used or the interpretation ofthe agreement and the right craft panics hereunder shall be eonstored under and governed by the laws of the State of Colorado. USA. The following Additional Conditions apply only in eases where the Seller is to perform work hereunder. including the services of Sellers Representative(s), on the premises ofothers. 17, SELLERS RESPONSIBILITY. The Seller shall cam on ,mid work at Seller's own risk until the same is fully completed and accepted, and shall, in case of any incident, destruction or injury to the work and/or materials before Setter's firm) completion and acceptance, complete the work at S[IIcr'e 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, unleod, store and handle same at the site and became respensible therefor us though such materials and/err equipment were being famished by the Seller under the order. 19. INSURANCE. The Seller shall, of his own expense, pmvide for the payment of workers compen,ation, including occupational disease benefits. to its employees employed on or in connection muh the work covered by this purchase Order, and/or to their dependents in accordance with the laws ofthe state in which the work is to be done. The Seiler shall also carry comprehensive general liability including, but not limited to. conmetual and automobile public liability insurance with hardily injury and death limit of rat least S306.000 for any one pc . on, S500100 for any one accident and property damage limit per accident of S400.000. The Seller shall likewise require his contractors, if any, to pmvide for such compensation and insurance. Itcfore any of the Sellers or his contractors employees shall do any Work upon the prcmitcs of others. the Seller shall famish the Purchaser with a certificate that such compensation and insurance have been provided. Such ecnifintes shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the dine when such compensation and insurance expires. The Scllcr ogress that such compensation and insurance shall be maintained until a0cr the entire work is eomplemd 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 aware whatsoever In persons or pmpeny soused by or resulting from the execution ofthc work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the purchaser and any a, 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 persona or pmpeny 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 Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall he brought against the Purchiseu 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 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 non expense, to pay any and all costs, charges, attorneys fees and other expenses. any and all judgnenis that may be incurred by or obtained against the Purchaser or any of its or fl cif officers. agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the pmpeny of the Purchaser, or mid panics in or as a result of such suits or other proceedings, the Seller will at once cause the some to be dissolved and discharged by giving bond or Nhcn%ise. The Scllcr and his contractors shall take all safety precoutions, 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, fire Occupational Safety and Health Act of 1970 and all roles and regulations issued pursuant theme. Revised 03/2010