HomeMy WebLinkAbout2011-054
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RESOLUTION NO. 2011-54
A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
AND ISSUANCE OF A PURCHASE ORDER TO FAIRVIEW FORD OF SAN
BERNARDINO PURSUANT TO SECTION 3.04.010 B-3 OF THE MUNICIPAL CODE
FOR THE PURCHASE OF TWELVE (12) 2011 FORD CROWN VICTORIA POLICE
INTERCEPTORS UTILIZED BY THE POLICE DEPARTMENT.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. The City Manager of the City of San Bernardino is hereby authorized to
execute on behalf of said City an Agreement between the City of San Bernardino and Fairview
Ford, a copy of which is attached hereto, marked Exhibit "A" and incorporated herein by
reference as fully as though set forth at length.
SECTION 2. This purchase is exempt from the formal contract procedures of Section
3.04.010 of the Municipal Code, pursuant to Section 3.04.010. 8.3 of said Code "Purchases
approved by the Mayor and Common Council".
SECTION 3. That Fairview Ford has offered a purchase price of $26,924.12 per 2011
Ford Crown Victoria vehicle, which includes tax for a total not to exceed $323,089.44.
Pursuant to this determination the Finance Director or her designee is hereby authorized to
issue a purchase order to Fairview Ford of San Bernardino, in the amount of $323,089.44,
which will facilitate the procurement of the (12) vehicles.
SECTION 4. The Purchase Order shall reference this Resolution Number and shall
read, "for the purchase of twelve (12) 2011 Ford Crown Victoria Police Interceptors" and shall
incorporate the terms and conditions of the Agreement.
SECTION S. The authorization to execute the above referenced Purchase Order and
Agreement is rescinded ifnot issued within sixty (60) days of the passage of this Resolution.
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2011-54
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A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
AND ISSUANCE OF A PURCHASE ORDER TO FAIRVIEW FORD OF SAN
BERNARDINO PURSUANT TO SECTION 3.04.010 B-3 OF THE MUNICIPAL CODE
FOR THE PURCHASE OF TWELVE (12) 2011 FORD CROWN VICTORIA POLICE
INTERCEPTORS UTILIZED BY THE POLICE DEPARTMENT.
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
and Common Council of the City of San Bernardino at a joint regulallneeting thereof, held
on the 7th day of March
,2011, by the following vote, to wit:
Council Members:
AYES
NAYS
ABSTAIN ABSENT
MARQUEZ
x
VACANT
BRINKER
x
SHORETT
x
KELLEY
x
JOHNSON
x
x
MCCAMMACK
/) I h "'''
LI"-~{ . L,c~-e
Radlel G. Clark, City Clerk
The foregoing resolution is hereby approved this '9;T;Y day of March
2011.
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24 Approved as to form:
~ cr(S j
Tobin Brinker, Mayor Pro Tem
City of San Bernardino
James F. Penman, City Attorney
2011-54
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VENDOR SERVICE AGREEMENT
BETWEEN FAIRVIEW FORD AND THE CITY OF SAN BERNARDINO
This Vendor Service Agreement is entered into this 7th day of March 2011, by and
between Fairview Ford ("VENDOR") and the City of San Bernardino ("CITY" or "San
Bernardino").
WITNESSETH:
WHEREAS, the Mayor and Common Council have determined that it is in the best
interest of the CITY to contract for the purchase of twelve 2011 Ford Crown Victoria Police
Interceptors; and
WHEREAS, the City of San Bernardino has determined that vendor possesses the
professional skills and ability to provide said services for the City;
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated in paragraph 2, San Bernardino hereby engages the
services of VENDOR to provide those products as set forth in its proposal dated December 8,
2010, attached hereto, marked Attachment "I" and incorporated herein by this reference as set
forth at length.
2. COMPENSATION AND EXPENSES.
a. For the services delineated above, the CITY, upon presentation of an invoice, shall
pay the VENDOR up to the amount of $26,924.12 for each 2011 Ford Crown
Victoria Police Interceptor and to provide those products described in Section I
above. Total amount is not to exceed $323,089.44 for all twelve 2011 Ford Crown
Victoria Police Interceptors.
b. No other expenditures made by VENDOR shall be reimbursed by CITY.
Exhibit "A"
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2011-54
3. TERM.
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The term of this agreement shall be until all twelve vehicles are satisfactorily delivered
and accepted by the City of San Bernardino.
This Agreement may be terminated at any time by thirty days prior written notice by
either party. The terms of this Agreement shall remain in force unless amended by written
agreement of the parties executed on or before date of expiration of current term of the
agreement.
4. INDEMNITY.
Vendor agrees to and shall indemnify and hold the City, its elected officials, employees,
agents or representatives, free and harmless from all claims, actions, damages and liabilities of
any kind and nature arising from bodily injury, including death, or property damage, based or
asserted upon any or alleged act or omission of Vendor, its employees, agents, or
subcontractors, relating to or in any way connected with the accomplishment of the work or
performance of service under this Agreement, unless the bodily injury or property damage was
actually caused by the sole negligence of the City, its elected officials, employees, agents or
representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its
own expense, including attorney's fees the City, its elected officials, employees, agents or
representatives from any and all legal actions based upon such actual or alleged acts or
omissions. Vendor hereby waives any and all rights to any types of express or implied
indemnity against the City, its elected officials, employees, agents or representatives, with
respect to third party claims against the Vendor relating to or in any way connected with the
accomplishment of the work or performance of services under this Agreement.
5. INSURANCE.
While not restricting or limiting the foregoing, during the term of this Agreement,
VENDOR shall maintain in effect policies of comprehensive public, general and automobile
Exhibit "A"
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2011-54
liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory
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worker's compensation coverage, and shall file copies of said policies with the CITY's Risk
Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an
additional named insured in each policy of insurance provided hereunder. The Certificate of
Insurance furnished to the CITY shall require the insurer to notify CITY of any change or
termination in the policy. Insurer shall give CITY 30 days notice prior to enactment and any
change or termination of policy.
6. NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees,
VENDOR shall not engage in, nor permit its officers, employees or agents to engage in,
discrimination in employment of persons because of their race, religion, color, national origin,
ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender or
sexual orientation, or any other status protected by law, except as permitted pursuant to Section
12940 of the California Government Code.
7. INDEPENDENT CONTRACTOR.
VENDOR shall perform work tasks provided by this Agreement, but for all intents and
purposes VENDOR shall be an independent contractor and not an agent or employee of the
CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of
Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
Compensation, and other payroll deductions for VENDOR and its officers, agents, and
employees, and all business licenses, if any are required, in connection with the services to be
performed hereunder.
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Exhibit "A"
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2011-54
8.
BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
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VENDOR warrants that it possesses or shall obtain, and maintain a business registration
certificate pursuant to Chapter 5 of the Municipal Code, and any other license, permits,
qualifications, insurance and approval of whatever nature that are legally required of VENDOR
to practice its business or profession.
9. NOTICES.
Any notices to be given pursuant to this Agreement shall be deposited with the United
States Postal Service, postage prepaid and addressed as follows:
TO THE CITY:
Public Services Director
300 North "D" Street
San Bernardino, CA 92418
Telephone: (909) 384-5140
TO THE VENDOR:
Fairview Ford Sales Inc.
808 West 2nd Street
San Bernardino, CA 92412-5516
Telephone: (909) 386-0281
AUn: Todd Eff
10.
ATTORNEYS' FEES
In the event that litigation is brought by any party in connection with this Agreement,
the prevailing party shall be entitled to recover from the opposing party all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of
its rights or remedies hereunder or the enforcement of any of the terms, conditions or
provisions hereof. The costs, salary and expenses of the City Attorney and members of his
office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys'
fees" for the purposes of this paragraph.
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Exhibit "A"
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2011-54
11. ASSIGNMENT.
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VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or
encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior
written consent. Any attempted assigmnent, transfer, subletting or encumbrance shall be void
and shall constitute a breach of this Agreement and cause for the termination of this
Agreement. Regardless of CITY's consent, no subletting or assigmnent shall release VENDOR
of VENDOR's obligation to perform all other obligations to be performed by VENDOR
hereunder for the term of this Agreement.
12. VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State conrts located in the County of San
Bernardino, State of California or the U.S. District Conrt for the Central District of California,
Riverside Division. The aforementioned choice of venue is intended by the parties to be the
mandatory and not permissive in nature.
13. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
14. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the parties to this
Agreement and their respective heirs, representatives, successors, and assigns.
15. HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convemence only and shall not affect the construction or the interpretation of any of its
provIsIOns.
III
Exhibit "A"
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2011-54
16. ENTIRE AGREEMENT; MODIFICATION.
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This Agreement constitutes the entire agreement and the understanding between the
parties, and supercedes any prior agreements and understandings relating to the subject manner
of this Agreement. This Agreement may be modified or amended only by a written instrument
executed by all parties to this Agreement.
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Exhibit "A"
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2011-54
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VENDOR SERVICE AGREEMENT
BETWEEN FAIRVIEW FORD AND THE CITY OF SAN BERNARDINO
IN WITNESS THEREOF, the parties hereto have executed this Vendor Service
Agreement on the day and date set forth below.
Dated:
,2011
Fairview Ford Sales, Inc.
By: EXHIBIT COpy
Name:
Title:
Dated
,2011
CITY OF SAN BERNARDINO
12 Approved as to Form:
By: EXHIBIT COPY
Charles E. McNeely, City Manager
By: EXHIBIT COpy
James F. Penman, City Attorney
Exhibit "A"
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2011-54
VENDOR SERVICE AGREEMENT
BETWEEN FAIRVIEW FORD AND THE CITY OF SAN BERNARDINO
This Vendor Service Agreement is entered into this 7th day of March 2011, by and
between Fairview Ford ("VENDOR") and the City of San Bernardino ("CITY" or "San
Bernardino").
WITNESSETH:
WHEREAS, the Mayor and Common Council have determined that it is in the best
interest of the CITY to contract for the purchase of twelve 2011 Ford Crown Victoria Police
Interceptors; and
WHEREAS, the City of San Bernardino has determined that vendor possesses the
professional skills and ability to provide said services for the City;
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated in paragraph 2, San Bernardino hereby engages the
services of VENDOR to provide those products as set forth in its proposal dated December 8,
2010, attached hereto, marked Attachment "I" and incorporated herein by this reference as set
forth at length.
2. COMPENSATION AND EXPENSES.
a. For the services delineated above, the CITY, upon presentation of an invoice, shall
pay the VENDOR up to the amount of $26,924.12 for each 2011 Ford Crown
Victoria Police Interceptor and to provide those products described in Section I
above. Total amount is not to exceed $323,089.44 for all twelve 2011 Ford Crown
Victoria Police Interceptors.
b. No other expenditures made by VENDOR shall be reimbursed by CITY.
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2011-54
3. TERM.
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The term of this agreement shall be until all twelve vehicles are satisfactorily delivered
and accepted by the City of San Bernardino.
This Agreement may be terminated at any time by thirty days prior written notice by
either party. The terms of this Agreement shall remain in force unless amended by written
agreement of the parties executed on or before date of expiration of current term of the
agreement.
4. INDEMNITY.
Vendor agrees to and shall indemnify and hold the City, its elected officials, employees,
agents or representatives, free and harmless from all claims, actions, damages and liabilities of
any kind and nature arising from bodily injury, including death, or property damage, based or
asserted upon any or alleged act or omission of Vendor, its employees, agents, or
subcontractors, relating to or in any way connected with the accomplishment of the work or
performance of service under this Agreement, unless the bodily injury or property damage was
actually caused by the sole negligence of the City, its elected officials, employees, agents or
representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its
own expense, including attorney's fees the City, its elected officials, employees, agents or
representatives from any and all legal actions based upon such actual or alleged acts or
omiSSIOns. Vendor hereby waives any and all rights to any types of express or implied
indemnity against the City, its elected officials, employees, agents or representatives, with
respect to third party claims against the Vendor relating to or in any way connected with the
accomplishment of the work or performance of services under this Agreement.
5. INSURANCE.
While not restricting or limiting the foregoing, during the term of this Agreement,
VENDOR shall maintain in effect policies of comprehensive public, general and automobile
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2011-54
liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory
worker's compensation coverage, and shall file copies of said policies with the CITY's Risk
Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an
additional named insured in each policy of insurance provided hereunder. The Certificate of
Insurance furnished to the CITY shall require the insurer to notify CITY of any change or
termination in the policy. Insurer shall give CITY 30 days notice prior to enactment and any
change or termination of policy.
6. NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees,
VENDOR shall not engage in, nor permit its officers, employees or agents to engage in,
discrimination in employment of persons because of their race, religion, color, national origin,
ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender or
sexual orientation, or any other status protected by law, except as permitted pursuant to Section
12940 of the California Government Code.
7. INDEPENDENT CONTRACTOR.
VENDOR shall perform work tasks provided by this Agreement, but for all intents and
purposes VENDOR shall be an independent contractor and not an agent or employee of the
CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of
Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
Compensation, and other payroll deductions for VENDOR and its officers, agents, and
employees, and all business licenses, if any are required, in connection with the services to be
performed hereunder.
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2011-54
8.
BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
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VENDOR warrants that it possesses or shall obtain, and maintain a business registration
certificate pursuant to Chapter 5 of the Municipal Code, and any other license, permits,
qualifications, insurance and approval of whatever nature that are legally required of VENDOR
to practice its business or profession.
9. NOTICES.
Any notices to be given pursuant to this Agreement shall be deposited with the United
States Postal Service, postage prepaid and addressed as follows:
TO THE CITY:
Public Services Director
300 North "D" Street
San Bernardino, CA 92418
Telephone: (909) 384-5140
TO THE VENDOR:
Fairview Ford Sales Inc.
808 West 2nd Street
San Bernardino, CA 92412-5516
Telephone: (909) 386-0281
Attn: Todd Eff
10. ATTORNEYS' FEES
In the event that litigation is brought by any party in connection with this Agreement,
the prevailing party shall be entitled to recover from the opposing party all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of
its rights or remedies hereunder or the enforcement of any of the terms, conditions or
provisions hereof. The costs, salary and expenses of the City Attorney and members of his
office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys'
fees" for the purposes of this paragraph.
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2011-54
11. ASSIGNMENT.
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VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or
encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior
written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void
and shall constitute a breach of this Agreement and cause for the termination of this
Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR
of VENDOR's obligation to perform all other obligations to be performed by VENDOR
hereunder for the term of this Agreement.
12. VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State courts located in the County of San
Bernardino, State of California or the U.S. District Court for the Central District of California,
Riverside Division. The aforementioned choice of venue is intended by the parties to be the
mandatory and not permissive in nature.
13. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
14. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the parties to this
Agreement and their respective heirs, representatives, successors, and assigns.
15. HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convenience only and shall not affect the construction or the interpretation of any of its
prOVISIOns.
III
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2011-54
16. ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement and the understanding between the
parties, and supercedes any prior agreements and understandings relating to the subject manner
of this Agreement. This Agreement may be modified or amended only by a written instrument
executed by all parties to this Agreement.
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10 Dated!?JMd f 7,2011
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12 Approved as to Form:
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2011-54
VENDOR SERVICE AGREEMENT
BETWEEN FAIRVIEW FORD AND THE CITY OF SAN BERNARDINO
IN WITNESS THEREOF, the parties hereto have executed this Vendor Service
Agreement on the day and date set forth below.
Dated:~,20Il
By:
Name: --r;:;aD EFF
Title: fZE5 /I.1fJtJ.q<P-
CI~
~~s E. Mc
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2011-54
Attachment "1" .'
F~VIEWFORD
FLEET A TRUCK CENTER
.. w. 2ad STRUT
p.o. BodS1' ,
SAN BERNARDINO. CA. 9241%
(909) 386-0281 or Fu: (909) 386-0292
->
2011 CIlOIIIl VICTORIA
Ord FIN: QC414
CITY OF SB
12/08/10 15:37.51
Dealer: 171156
Page: 1 of 2
Order Type: 58 Price Level: 115
PO Number:
VEHICLE ORDER CONFIllIIATIOH
Order No: 0000 Priority.
Ord Code. 730A CWIt/fit N_:
RETAIL
P7B POLICE INTERCEP $27595
A. H6640A B. H6373L C:
H CLTH 8UCKETS/RR
II CJIARCOAL BLACK
730A ORDER CODE
. DUAL EXHAIJST
.17" STEEL SPARE
.1IAIlUAL AIR COHO
.ENG IDLE METER
99V .4..6L OHC FFV V8
44Q .ELEC AOD TRAIlS
Tel .P235/55R17 BSN
CAL. BOARD FEES
l4T TRUNK PACK
FRT LICENSE BKT
(651
NC
NC
NC
NC
190
NC
175
177
21A
423
435
RETAIL
HORN/SIREN PREP $40
SILlCOIlE HOSES 320
PIIR DRIVER SEAT 380
CAL EM NOT REQD
KEY CODE 1294X
50
TOTAL IlIISE AIlD OPTIONS 32475
TOTAL DSO/SPO OPT lOllS 991
TOTAL 33466
2011 CIlOIIIl VICTORIA
om FIN: QC414
CITY OF S8
12/08/10 15.38.05
Dealer. 171156
Page: 2 of 2
Order Type: 58 price Level. 115
PO Number:
VEHICLE ORDER COHFIllIIATIOR
->
Order RD.
Ord Code.
0000 Priority.
730A CUst/Flt N.......
RETAIL
478 C/LAMPS DISABLE
51Y DUAL SPOT LAMPS
53M NOISE SUPPRESS
6lK DECKLD REL IP/D
63B SMOKERS PACKllGE
67R RR DR IIND DlOP
7/iA BLACK BOHPERS
794 PRICE COIlCEllSN
908 IJl/RH PAIlELS
936 CAL SER VEH EXP
948 RR WINDOW DEL
96B FRT MLDG ONINBT
DSO/SPO OPTIOIlS
SP213 PADIT CHARGE
SP DLR ACCT ADJ
$20
340
95
60
10
25
NC
2485
NC
25
I 30
991
RETAIL
SP FLT ACCT CR
FOEL CIIl\IlGE
8CA !lET DIY FLT OPT NC
PRICED DONA RC
DEBT AIlD DELIV 875
TOTAL IlIISE AIlD OPTIOIlS 32475
TOTAL OSO/SPO OPTIOIlS 991
TOTAL 33466
2011-54
FAIRVIEW FORD - RETAIL - Work shMtachment "1"
12-08-10
Custaner:
Hane Phi:
Work phi:
Salespsn:
Stock I: <NEW>
Purchase:
Trade-In: N/A
8ank.
q9E,
Pri ce
Accessories
Sales Tax
Servi ce Agreanent
Cash Price
Il1V
Ti re Fee
Insurance Premiums
Total Purchase
Trade-In
Less Pay-Off
Net Trade- In
Deferred DoNn
Amount Paid Now
Total /bIInpayment
Amount Financed
24,693.00
.00
2.222.37
.00
26.915.37
.00
8.75
. .00
26.924.12
.00
.00
.00
.00
.00
.00
26.924.12
(e"cH) .
CUSTOMER'S ACCEPTANCE