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HomeMy WebLinkAbout102586 SPRADLEY BARR FORD INC - PURCHASE ORDER - 9111600City of F6rt Collins Date: 03/17/2011 PURCHASE ORDER Vendor: 102586 SPRADLEY BARR FORD INC PO BOX 270710 FORT COLLINS Colorado 80527-0710 —Fs ( I PaAA1 � h;1► IN PO Number Page 9111600 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 Delivery Date: 03/17/2011 1 Buyer: JAMES HUME N ote: Line Description Quantity UOM Unit Price Extended Ordered Price 1 each, Ford Fusion hybrid 1 LOT EA 25,636.00 per 3-2-11 quote Attn: Paul Phillips Dept: Police Fleet ID: OA494 Deliver vehicle & title documents to: Fleet Main Shop, 835 Wood Street, Fort Collins C3. O✓la.�sQ � City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill 11, 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: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Tem3s 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. 98-04502. Federal Excise Tax Exemption Certificate. of Registry 84-MM597 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 Starnes 1973, Chapter 39- 26, 114 (a). exercise any rights or remedies provided herein or by Irv, failure to promptly notify the Seller in the event of a breach, the acceptance ofm payment for goods hereunder or approval of the 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 w'mmntics or obligations of this purchase order and shall not be doomed a waiver crony right of the damage in transit may be rctumcd to you for credit and are not to be replaced except upon receipt of written purchaser to insist upon strict penfommnee hemoforany of its rights or rcmcdics as to any such goods, regardless instructions from the City of Fort Collins. of when shipped, received or accepted. us to any prior or subscqucm default hereunder, nor shall any purported oral modification or rescission of this p nchxse order by the Purchaser operate as L 'Liver ofany of the terms Inspection. GOODS are 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. ASSIGNMENT OF ANTITRUST CLAIMS. aathorized payment on the pan of the City of Fort Collins. However, it is to he understood that FINAL Seller and the Pumhascr recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion Troll npplicable required inspection procedures. violations are in fact borne by the Purclmscr. 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 Immuncr Freight Teats. Shipments must be F.O.B.. City of Fort Collins 70K) Wood St.. Fort Collins, CO 80522. unless acquired under federal or state antitrust la's for such overcharges relating to the particular goods or services otherwise specified on this under. If pertnissian is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase Toler. bill must 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 pans of the country, shipment is Ifthe Purchaser directs the Seller to correct nonconforming or defective goods bya(true to be agreed upon by the expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when Ptirohaser and the Scllcr, and the Seller thereaner indicates its inability or unwillingness to comply, the romfloser shipments are made form greater distinct. may cause the work to be performed by the most expeditious means available to it, and the Scllcr shall pay all costs assiciatcd'ith such work. Pcmtits. Seller shall procure at sellers sole cost all necessary permits, ccnificatcs and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, wintery or political subdivision where the work is perinmred, 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 hamdcss from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, Telex and requirements, Authorization. All panics to this contract agree that the representatives are. in fat. bona fide and possess PoII and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits aeaeptznce to the toms and conditions stated herein set forth and any supplementary or additional terms and conditions annexed herco or incorporated herein by reference. Any additional or difftercot terms and conditions pmpowd by seller arc objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if ycu cannot make complete shipment to arrive on your premised delivery date as noted. Time is of the essence. Delivery and performance must be effected within the time stated on the purchase order and the documents attached hereto. No acs of the Purchasers including, without limitation, acceptance ofpartial late deliveries, shall operate as a wriver of this provision. In the event army 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 not reasonably foreseeable which arc beyond its reasonable control and without its fault of negligence. such acts of God, nets ofeivil or military authorities, governmental priorities. fires, strikes, flood, epidemics. owns or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when the Seller first received knowledge theref. 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 of the delay. 3. WARRANTY. The Seller warrens 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 cart and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser homeless form any loss, damage or expense ohich the Purchaser may suffer or incur on account of the Sellens breach of warranty. The Scllcr shall replace, repair or make good, without cost to the purchaser. any defects or faults arising within one (1) year or within Stich longer period of lime as may be prescribed by law or by the terns ofany applicable warmnry provided by the Seller after the date of acceptance of the galls Furnished hereunder (acceptance not to be unreasonably delayed), resulting Form 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 (his warranty. 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 warranties or guarantees, but such liability shall in no event include loss of pmftts 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 aa'rinco change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the term, other than legal terms, including additions to or deletions from the quantities originally ordered in the specifications or drawings. by verbal or wrinen change oMer. If any such change affects the amount due or the time ofIerfommnec remainder. an equitable adjustment shall be mr& 6. TERMINATIONS. The Purchaser may at any time by wuitten change order. terminate this agreement as to any or all portions of the goods then not shipped, subject to any Ignitable adjustment 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 goods which am the Scllcrs standard stock. No such morninatien shall relieve the Purchaser or the Seller ofany of their obligations as to any good delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the date the change or termination is emcred. S. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, mid, delivered and furnished 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 rclelations required to be incorporated in agrccmcnts of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless fmm all costs and damages suffered by the Purchaser 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 oritten consent of the other party. 10. TITLE. The Seller 'armms full. clear and unresrricted 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, roct, lips, security interest encumbrances and claims of others. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims orally nature resulting from the perfounonce efsuch work. This release shall apply even in the event of fault of negligence of the parry released and .shall extend to the directors, of iciam and employees of such piny. The Seller'., contractual obligations including warranty, shall not he 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. do ice. material or process covered by letter, patent. trademark or copyright, the Seller shall indemnify and save harmless the Purchaser Form any and all claims for infringement by reason of the use of such premed design, device, material or Process in connection o th the contract and shall indemnify the Purchaser 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 ease 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 said equipment or pan is enjoined, the Seller shall, at its own expense and at its option, either procure for the PurchrScr the right to continue using said equipment or pans, replace the same with substantially equal but noninfringing equipment or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may fonhwith be canceled by the Purchaser ,without liability. 16. GOVERNING LAW. The dcfunitioas of leans used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be eonstmcd under and governed by the laws of the State of Colorado. USA. The fallowing Additional Conditions apply only in cases where life Seller is to perform work hereunder, including the services of Scllcrs Represcntativc(s). on the premises Tfothers. 17. SELLERS RESPONSIBILITY. The Seller shall carry 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 Sellcr's final completion and acceptance, complete the work at Settees own expense and to the satisfaction of life 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 resparsible therefor as though such materials and/or equipment were being famished by the Seller under the order. 18. INSURANCE. The Sellcr 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/or to their dependents in accordance with the laws ef(hc 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 insumncc with bodily injury, and death limits of m least S300.000 for any one person. $500,000 for any one accident and property damage limit per accident of 5400.000. 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 Scller shill famish the Pumhascr with a eenificmc that such compensation and insurance have been provided. Such certificates shall specify the (late when .such compensation and insurance have been pmvidcd. Such ccnificatcs shall specify the date when such compensation and insurance expires The Scllcr agrecx that such compensation and insurance shall be maintained until afer the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assnnms 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 from the execution of (hc work provided for in this purchase order or in connection I¢rmvith. The Seller will indemnify and held harMcss the Purchaser and any or all of the Purchasers officers, agents and employees from and against any and all claims. losses, damages, charges or expenses. whether direct or indirect, and whether to persons ar property to which the Purchaser may be put or subject by reason of any act. action, neglect emission or default on the pan of the Seller, any of his conuclers, or any of the Sellers or contractors officers, agents or employees In case any suit or other proceedings shall he brought against the Purchaser, or its officers, ngcuty or employees m any time on account or by reason of any act, action, neglect, muission 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 own expense, to pay any and all costs, charges, attomcy% foes and other expenses. any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their ofiecs. agents or employees in such suits or other proceedings, and in case judgment or Other lien be placed upon Or Tbnomal against the pmpeny of the Purchaser, or said porlies in ors a result of such suits or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving band or otherwise. The Scllcr 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 Health Act of 1970 and all mugs and regulations issued pursuant thereto. Revised 03/2610