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HomeMy WebLinkAbout102564 DELLENBACH MOTORS - PURCHASE ORDER - 9116789City of �,.Fo_rt Collins PURCHASE ORDER PO Number Page 9116789 1of2 This number must appear on all invoices, packing slips and labels. Date: 11/14/2011 Vendor: 102564 Ship To: FLEET SERVICES - MAIN SHOP DELLENBACH MOTORS CITY OF FORT COLLINS 3131 S COLLEGE AVE 835 WOOD ST FORT COLLINS Colorado 80525 FORT COLLINS Colorado 80521 Delivery Date: 11/14/2011 Buyer: JAMES HUME Note: Line Description Quantity Ordered UOM Unit Price Extended Price 2012 Impala Police Sedan 1 LOT EA 21,521.00 per 9-27-11 quote Attn: Ron Heusinkveld Dept: Police Inv Deliver vehicle & title documents to: Fleet Main Shop, 835 Wood St, Fort Collins 221-6613 Total $21,521.00 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@fcdov.com Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Tcnns and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By smtum the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAI VER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchascr to insist upon mitt performance of the terms and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (Ref Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). exercise any rights or remedies pmvidcd 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 of the design. shall not release the Seller of Goads Rejected. GOODS REJECTED due to failure to meet specifications, tither when shipped or due to defects of any of the warmours or obligations of this purchase order and shall not be deemed a waiver Many right of the damage in format, may be mNmed to you for credit and arc not to be replaced except upon receipt of written Purchaser to insist upon strict performance hercoforany of its rights or remedies as to any such goods, regardless instructions from the City of Fan Collins. of when shipped, received or accepted, w 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 terms Inspection. GOODS am 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. authorized payment on the pan of the City of Fan Collins: Hoacveq it is to be understand that FINAL Seller and the Purchaser recognize that in actual economic practice mcrconges resulting fmm antitrust ACCEPTANCE is dependent upon completion of all appl iiable required inspection procedures. violations arc in fact home by the Purchaser. Theretofore, for good cause and as consideration for executing this parchwc order, the Seller hereby assigns to the Purchaser any and all claims it may now have on cdcatter Freight Terms. Shipments must be F.O.B., City of Fan Collins. 700 Wood St. Fan Collins. CO 90522. unless acquired under federal or state antitrust Imes 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 original freight purchased or acquired by the Purchaser pursuant to this purchase order, bill most 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 parts of the century, 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 nearest distribution point to destination, and excess freight will be deducted fmm Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply. the Purchaser shipments arc made fmm greater distance. may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all costs associated with such work. Permit,. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required 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. Seller lumber agrees to hold the City of Fen Collins harmless fmm and against all liability and loss incurred by them by reason of an assmcd or established violation of any such laws. regulations, ordinances, rules and requirements. Authorization. All panics to this contract agree that the representatives are. in fact, bona fide and possess full and complctc 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 pmposed by sellerare objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is ofthe essence. Delivery and performance must be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpartial late deliveries, shall operate as a waiver ofthis provision. In the event ofany delay, the Purchascr, 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 are beyond its reasonable control and without its fault ofnegligence, such acts of God, acts ofeivil or military authorities, govemmenml priorities fires, strikes, food, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchascr 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 reason ofthc delay. 3.WARRANTY. The Seller warrants 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 for work of a similar nature. The Sellct agrees to hold the purchaser harmless from any loss, damage or expense which the Purchascr may suffer or incur on account of the Sellers breach ofoommay. The Seller shall replace, repair or make good. without cost to the purchaser, any defcem or faults arising within one (1) year or within such longer period of time a may be prescribed by law m by the terms of any applicable warranty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting fmm imperfect or defective work done or materials furnished by the Seller. Acceptance or use of good by the Purchascr 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 "mail by the breach ofany of the foregoing wanantics 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 Purchascr may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions from the quantities ori6inally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time ofperfarm ince 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 goods then not shipped. subject to any equitable adjustment berown the panics as to any work or materials then in progress provided that the Purchascr shall not be liable for any claims for anticipated profits on the uncompleted portion of the goods touter work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which arc the Scllers standard stack. No such termination shall relieve the Purchascr or the Seller ofany of their obligations as 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 temaination is ordered. 8. COMPLIANCE WITH LAW. The Seller wi mans that all goods sold hereunder shall have been produced, said, delivered and furnished in strict compliance with all applicable laws and regulations to which the goods arc subject. The Seller 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 are hereby incorporated herein by this reference. The Seller agrees to indemnify, and hold the Purchascr harmless fmm all costs and damages suffered by the Purchascr as a result of the Sellcrs 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 wrincn consent of the other party. 10. TITLE. The Seller warrants full, clear and untcsiricted title to the Purchascr 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 of them. The Seller shall release the Purchaser, and its contractors ofany tier from all liability and claims of any nature resulting from the perfommncc ofmch work. This release shall apply even in the event of fault of negligence of the parry 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 perfumed or caused to he performed by the Purchaser. 14. PATENTS. A'hcncver the Seller is required to ase any design, device, material or process covered by letter, patent trademark or copyright the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement by mason of the use of such patented design, device, material or process in connection with the contra, and shall indemnify the Pumhaxer 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 pan themnf or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or pan is enjoined, the Seller shall, at its cam expense and at its option, either procure for the Purchascr the right to continue using said equipment or pans, replace the same with substantially equal but noninfringing equipment, ormodify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall bmomc 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 forthwith be canceled by the Purchase, without liability. 16. GOVERNING LAW. The definitions nftemts used or the interpretation of the agreement and the rights ofall panics hcacunder shall be consrated under and governed by the laws ofthe Stare of Colorado. USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the services of Sellcrs Repmsci tmive(s), on the premises ofuthers. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sclld s own risk until the same is fully completed and accepted, and shall, in case of any accident, dcstmction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Scllcfs own expense and to the satisfaction of the Purchaser. When materials and equipment are 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 furnished by the Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, pmvide for the payment of workers compensation, including omupational 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 to be 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 at ]cast 5300,000 for any one person. $500,(x10 for any one accident and pmpemy damage limit per accident of S400,000. The Seller shall likewise acquire 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 athers, the Scllcr shall famish the Purchascr 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 compensmion and taw mace expire,. The Scllcr agrees that such compensation and insurance shall he 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 ofany kind or nature whatsoever to persons or property caused by or resulting fmm the execution ofthc work pmvidcd for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchascr and any ar all of the Pmeh.wm officers, 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 Purchascr may be put or subject by reason of any act, action, neglect, omission or default on the pan of the Scllcr, any of his connectors, or any of the Sellers or contractors officers, agents or employees. In ease any suit or other proceedings shall be brought against the Purchaser, or its officers. agents or employees at any time on account or by masoo 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 Scllers own expense, to pay any and all costs, charges. attnmeys fees and other expenses, any and all judgments that may be 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 panics in or as a result ofsuch suits or other proceedings, the Seller mill at once cause the same to be dissoh cd and discharged by giving bond or otherwise. The Seller and his con", emus 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 mlcs and regulations issued pursuant thereto. Revised 03/2010