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HomeMy WebLinkAbout102586 SPRADLEY BARR FORD INC - PURCHASE ORDER - 9117580City of Fort Collins Date: 12/22/2011 Vendor: 102586 SPRADLEY BARR FORD INC PO BOX 270710 FORT COLLINS Colorado 80527-0710 PO Number Page 9117580 1102 This number must appear on all invoices, packing slips and labels. Ship To: POUDRE FIRE AUTHORITY - AD 102 REMINGTON FORT COLLINS Colorado 80524 Delivery Date: 12/22/2011 Buyer: JAMES HUME Note: Line Description Quantity UOM Unit Price Extended Ordered Price 2012 Expedition 1 LOT LS 31,082.00 for PFA per quote dated 8-24-11, Attn: Paul Phillips Dept: PFA Fleet ID: QA494 Deliver unit & title documents to: PFA Station 6, 2511 Donella Ct, Fort Collins, CO 221-6766 Total $31,082.00 97x� Invoice Address: 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 City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email: purchasing@fcgov.com PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms 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 Cenificate of Registry R4-6000587 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 StaNres 1973. Chapter 39-26. 114 (a). exercise any rights or remedies pmvided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance Ofor payment for goods hereunder ar approval ofthc 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 warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be returned to you for credit and are not to be replaced except upon mccipt of written purchaser to insist upon strict performance hercofor any of its rights or remedies as to any such goads, regardless instructions from the City of Fan Collins of when shipped, received or accepted, as to any prior or subsequent default hereunder, not shall any parponcd and modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS arc subject to the City of Fan Collins inspection on arrival. hefeof. 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 par of the City of Pon Collins Howrvcr, it is to be 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 procedures. violations arc in fact borne by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchascr any and all claims it may now have or hereafter Freight Terms. Shipments most be F.O.B.. City of Fart Collins, 700 Wood St., Fen Collins, CO 80522, unless acquired under federal or state amitmst 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 original freight purchased or acquired by the Purchascr pursuant to this purchase order. bill must accompany invoice. Additional charges for packing wilt not he accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance Where manufacturers have distributing points in various parts of the country, shipment is If the Purchascr 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 from Invoice when Purchaser and the Scllcr, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments are made from greater distance. may cause the work to be performed by the most expeditious means mailable to it. and the Seller shall pay all costs associated with such work. Permits. Seller shall poo um at sellers sale cost all necessary permits. certificates and licenses required by all applicable laws, regulations, ordinances and talcs of the state, municipality, territory or political subdivision wheat 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 Fart Collins harmless from and against all liability and loss incurred by them by mason of an asserted or established violation of any such laws, regulations, ordinances. roles and requirements. Authorization. All parties to this contract agree that the representatives am, in fad, bona fide 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 faith and any supplementary or additional terms and conditions annexed hereto or incorporated herein by rcfcrcac. Any additional or different tcmw and conditions proposed by seller arc 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 of the essence. Delivery and performance must be cffccted within the time stated on the purchase order and the documents attached hcrcto. No acre of the Purchasers including, without limitation, acceptance of panial late deliveries, shall operate as a waiver of this provision. In the event of any delay, the Purchascr shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Seller liable for damages. Howrvcr, the Seller shall not be liable for damages as a result of delays due to causes not rcresonnbly foreseeable which am beyond its reasonable control and without its fault of negligence. such acts of Gd, acts of civil or military authorities, governmental priorities, fins, strikes, Bad, epidcm ics, Ours or riots provided that notice of the conditions causing such delay is given ra 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 last by reason of the delay. 3. WARRANTY. The Seller warmnts that all gads, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descripriom given, will be fit for the parpows 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 hamdas from any loss, damage or expense which the Purchaser may suffer or incur on account of the Scllcrs breach of warranty. The Seller shall replace, repair or make goad, 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 law or by the terms of any applicable warranty provided by the Seller ,Rea the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Scllcr. Acceptance or use of goad by the Purchascr shall not constitute a waiver ofaay claim under this warranty. Except as otherwise pmvidd in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach ofany of the foregoing %ar inties or guenotecs, 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. S. CHANGES IN COMMERCIAL TERMS. The Purchascr may make any changes to the more, other than legal terms, including additions to or deletions tram the quantities originally ordered in the specifications or dmwinp. by verbal or unimn 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 Purchascr may at any time by written change order, mrminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment bdweca the panics as to any work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated panties 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 are the Sellers standard stock. No such temination shall relieve the Purchascr or the Seller of any of their obligations as to any gads delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be sssMcd 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 furnished in strict compliance with all applicable laws and regulations to which the goods are subject. The Seller shall execute and deliver such documents:rs 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 wad hold the Purchascr harmless from all costs and damages suffered by the Purchascr is a result of the Scllcrs 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 of the other parry. 10. TITLE. The Scllcr warrants full, clear and unrestricted title to the Purchascr for all equipment, materials. and items famished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, merrily interest encumbrances and claims ofothers. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any antum resulting from the performnncc ofsuch work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the direemrs, Officers and employees ofsuch party. The Seller's contractual obligations, including wamnty, shall not be deemed to be reduced, in any way, because such work is perforated 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 Icmer, patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchascr 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 Purchascr 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 case said equipment or any pan 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 at its option, either procure for the Purchascr the right to continue using said equipment or parts, replace the came with substantially equal but noniniringing equipment at modify it so it becomes nomafiriaging. )5. INSOLVENCY. If the Seller shall become insolvent or bankrupt make an assignment for the benefit of creditors, appoint a receiver or tmxrce for any of the Sellers proper or husinesi this order may forthwith he canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions ofterms used or the interpretation of the agreement and the rights ofall parties hereunder shall be censtmd under and governed by the laws Of the State OfColomdo, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the services of Scllcrs Representatives). On the promises ofothers. 17. SELLERS RESPONSIBILITY. The Scllcr 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 Seller's final completion and acceptance, complete the work at Sellers own expense and to the satisfaction of the Purchaser When materials and equipment are famished by Others for installation or erection by the Seller. the Scllcr shall receive, unload, store and handle same at the site and becmnc tesponsiblc therefor as though such materials and/or equipment wcm being furnished by the Scllcr 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 employee, nnplayed 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 limit of m least S300,000 for any one person, S500.000 for any One accident and property, damage limit per accident of S400.000. The Scllcr shall likewisc require his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contmetars employees shall do any work upon the premises of othcm. the Seller shall famish the Purchascr with a ccnificate that such compensation and insurance have been pmvided. Such certificates shall specify the date when such compensation and insurance have been pmvided. Such ecnifientes shall specify the date when such compensation and insurance expires. The Seller agrees That such compensation and insurance shall be maintained until aficr 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 person, or property caused by ar resuhiag from the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold Isar es the Purchascr and any ar all of the Purchasers omccm, agents and employees from and against any and all claims, losses, damages, charges Or expenses, whether direct or indirect, and whether to persons or pmpeny to which the Purchascr may be put or subject by reason of any act, action, ncglect omission or default on the part of the Seller, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other pmeadings shall be brought against the Purchascr, or its officers, agents or employees at any time on account or by reason of any act, action, neglect, omission or defandt of the Seller of any of his contractors or any of its or their ofimem, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Scllcrs own expense, to pay any and all costs, charges, atmarmys fees and other expenses. any and all judgments that may be incurred by or obtained against the Purchascr or any of its or their officers. agents or employees in such snits or other proceedings, and in case judgment or other lien he placed upon or obtained against the proper ofthe Purchaser. err said panics in Or as a result Of such suits or other pmccdings. the Scllcr will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller 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 till talcs and regulations issued pursuant thereto. Revised 03/2010