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HomeMy WebLinkAbout102586 SPRADLEY BARR FORD INC - PURCHASE ORDER - 9116763City of art Collins Date: 11/10/2011 PURCHASE ORDER PO Number Page 9116763 1of2 This number must appear on all invoices, packing slips and labels. Vendor: 102586 Ship To: POLICE DEPARTMENT SPRADLEY BARR FORD INC POLICE SERVICES PO BOX 270710 2221 TIMBERLINE ROAD FORT COLLINS Colorado 80527-0710 FORT COLLINS Colorado 80525 Delivery Date: 11/10/2011 Buyer: JAMES HUME Note: Line Description Quantity Ordered UOM Unit Price Extended Price 1 2011 Ford Explorer 1 LOT LS 33,770.00 VIN 1FMHK8D85BGA92904, attn: Paul Phillips Dept: Police Deliver vehicle & title documents to: Fleet Main Shop, 835 Wood Street, Fort Collins, CO 221-6613 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 $33,770.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Ordcr Terms and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and meal tics Our Exemption Number is 98-04502, Federal E ere Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39 26, 114 (a). Gads Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects Of damage in transit, may be minced to ,you for credit and arc not to be replaced except upon rcecipt of wrincn instructions from the City of Fort Collins. Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. 11. NON WAIVER. Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof. failure or delay to exercise any rights or remedies pmvidcd herein or by law, failure to promptly notify the Seller in the Dent of a breach, the acceptance of or payment for good hcmunder or approval of the design. shall not release the Seller of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict performance hercaf or any of it rights or remedies as to any such good, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the teens hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fort Collins However, it is to he understood 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 pmccdures. violations arc in fact home by the Purchaser. Theremfore, 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 hereafter Freight Terms. Shipments must be F.O.B.. City of Fort Collins, 700 Wood St. Fort Collins. CO 80522. unless acquired under federal or state antitrust Imes for such overcharges refining to the particular goads or services otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased m acquired by the Purchaser pursuant to this purchase orden bill must accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturcm have distributing points in various parts of the country, shipment is If the Purchaser dimcts the Seller to correct nonconforming or dercctive good 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 Purchaser and the Seller, and the Seiler thcteaficr indicates its inability m unwillingacm to comply, the Purchaser shipments arc made from greater distance. may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all casts assecimod with such work. Permits. Seller shall procure at sellers sole cost all accessary permits, certificates and licenses rcquircd by all applicable laws, regulations, ordinances and rules of the state, municipality, territory or political subdivision where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Scl let further agrees to hold the City of Fort Collins fo rnlcss from and against all liability and loss incurred by them 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 fact, bona fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purehaso Order expressly limits acceptance to the more; 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 pmpased by seller are objected no and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately ifyou cannot make complete shipment to arrive on your premised delivery date as noted. Time is ofthe essence Delivery and performance mast be effected within the time stated on the purchase order and the documentt attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpartial laic deliveries, shall operate as a waiver of this provision. In the event ofany delay. 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 for damages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and withmn its fault of negligence, such acts of God, acts of civil or military authorities, governmental priorities, rims, strikes. Bond, epidem ies. scars 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 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 rcmon of the delay. 3. WARRANTY. The Seller amerats that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other doscriptions given, will be fit for the purposes intended, and performed 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 from any loss, damage or expense which the Pumhaser may suffer or incur on account ofthe Scllcrs breach of wmmnty. the Scller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may be prescribed by lain or by the terms ofany applicable warranty poavided by the Scllcr after the date of acceptance of the goods famished hereunder (acceptance not to he unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the PumhasCr shall not constitute a waiver ofany 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 warrontics 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 terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchascr may make any changes to the terms, other than legal tennis, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal Or written change order. If any such chance affects the amount due or the time ofperfannance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchascr may at any time by written change order, terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the panics as to any work of materials then in pmgress pmvidcd 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 respccl to any good which are the Sellers standard stock. No such termination shall relieve the Purchaser ar the Seller ofany of their obligations m to any goods 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 ordered. 8. COMPLIANCE WITH LAW. The Seiler warrants that all goods mid hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the good are subject. The Seller shall execute and deliver such documents as may be required to effect orevidenee compliance. All laws and regulations required to he 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 Scllcrs failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, many monies due or to become due hereunder without the poor wntten consent ofthe other party. 10. TITLE. The Seller svarmnts 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 Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the performance of such work. 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 ofsuch parry. 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 Scller is required to use any design, device, material or pmccss covered by letter, patent, nadcmark or copyright, the Seller shall indenmnd'y and save hamiless the Purchaser from any and all claims for infringement by roman of the use of such patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason ofsuch infringement at any time during the prosecution or after the completion of the work. In case said equipment, or any part thereof or the intended use of the grads, 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 Purchaser the right to continue using said equipment or parts. 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 fordo, ith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of tams used or the interpretation ofthe agreement and the rights afall panics hereunder shall he construed under and governed by the laws of the State of Colorado, USA. The following Additional Conditions apply only in cases where the Seiler is to perform work hereunder, including the services of Sellers Rcpresta ative(s), on the pmmiscs ofothcm. 17. SELLERS RESPONSIBILITY. The Scllcr shall carry on said work at Seller's own nsk until the lime is fully completed and accepted, and shall, in case of any 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 of the Purchaser. When materials and equipment are furnished by others for installation or cmelion by the Seller. the Seller shall receive, unload, store and handle same at the site and become responsible tlamfor as though such materials and/or equipment were being furnished by the Seller under the order. 18. INSURANCE. The Seller 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 of the state in which the work is m he 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 an least S300,000 for any one PC on. $500.000 for any one accident and property damage limit per accident of S400.000. The Seller shall likewise require his contractors. if any, to provide for such compensation and insurance. Before any Of the Sellers or his comment, employees shall do any work upan the premises of others, the Seller shall famish 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 cent i ficmes shall specify the date when such compensation and insurance expires. The Seller 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 rcspOnsibility and liability for any and all damage, loss or injury ofany kind or nature whatsoever to persons or property caused by or resulting foam the execution ofthe work provided for in this purchase order or in connection herewith. The Seiler will indemnify and hold hamilcss the Purchaser and any or all of the Purchasers oRccm. agents and employees 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 Purchaser may be put or subject by reason of any act, action, neglect omission or default on the pan of the Scllcr, any of his contractors, or any of the Sellers or contractor oRccis, agents or employees. In case any suit or other proceedings shall he hmught against the Purchascr, or its ofiiccn. 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 m the Scllcrs men expense, to pay any and all costs, chames, attorneys fees and other expenses, any and all judgments that may be incurred by or obtained against the Purchaser Or any of its or their officem 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 Purchascr, or said panics in or as a result of such suits or other pmccedings. the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all sale y precautions, furnish and install all guards necessary for the prevention of accidents, comply with all Imes and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all mles and regulations issued pursuant thereto. Revised 03/2010