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HomeMy WebLinkAbout143207 NEW BELGIUM BREWING CO - PURCHASE ORDER - 9957254Date: 12/4/2009 City of F6rt Coltins Page Number: 1 Purchase Order Number: 9957254 Delivery Date: 12/4/2009 Buyer: DICK,OPAL Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: Line Qty/Units Description Extended Price 1 1 LOT Grant Reimbursement #2 Fort Zed Total City of Fort ColfmDirector of Purchasing and Risk Management This order is n alid 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 122,937.02 $122,937.02 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Foil Collins is exempt front state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered With the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1073. Chapter 39-20, 1 14 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications. either When shipped or due to defects Of dantage in transit, may be returned to you for credit and are not to be replaced except upon receipt of Written instructions from the City of For Collins. Inspection. GOODS are subject tothe City of For Collins inspection on aniva Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this order can result in authorized payinent on the pan of the City of For Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Tents. Shipments must be F.O.B., City of Fort Collins. 700 Wood St.. Fan Collins. CO 80512, unless otherwise specified on this order. Ifpennission is given to prepay freight and charge separately, the original fieight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers havedistributing paints in various pans ofihe country, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted front Invoice When shipments are made from greater distance. Permits. Seller shall procure at sellers sole cost all necessary permits• certificates and licenses required byall applicable laws. regulations, ordinances and rules of the state, municipality. territory or political subdivision Where the work is perfunned, or required by any other duly constituted public authority having jurisdiction over the Work of vendor. Seller farther agrees to ]told the City of For Collins harmless f}ourand against till liability and loss incurred by thentby reason of an asserted or established violation of any such laws. regulations. ordinances, rules and requirements. Authorization. All pasties to this contract agree that the representatives ;are. in tact. bona fide and possess full and cumpleic authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the tents and condit ions stated het e•in set forth and nay supplementary or additional terns and conditions annexed hereto or incor)wmted herein by reference. Any additional or different terns and conditions proposed by seller are objected n+ 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 effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including. Wilhom limitation, acceptance ofpatial late deliveries, shall operate as a waiver of this provision. In the event ofanydekty, the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Seller liable fur damages. However, the Seller shall not be liable for ckunages as a result of delays due to causes not rent onably foreseeable which are beyond its reasonable control and without its ihult of negligence. such acts of God. acts of civil or military authorities, governmental priorities, fires. strikes. Flood, epidemics. Wars 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 has 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 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 perti nned With the highest degree of care and competence in accordance With accepted standards tint work of a similar ".quite. The Seller agrees to hold the purchaser harmless frontally loss. damage or expense which the Purchaser ntay suf it or incur on account of the Sellers breach of wan anty. The Seller shall replace, repair or stake good, without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as stay be• prescribed by law or by the tens of any applicable warranty provided by the Scller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting liana imperfect or defective work clone or materials famished by the Seller- Acceptance or use of goods by the Purchaser shall not constitute a Waiver of any 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 wvannnties 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 Pwch.— may stake changes to legal temps by written change ortler. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser stay make any changes to the terns, other than legal terns, includine additions to or deletions fiona the quantities originally ordered in the specifications or drawings, by verbmd or written change order. If any such change affects the amount due or the time of perfomtance hereunder. ;in equitable adjusnuent shall be made. 6. TERMINATIONS. The Purchaser nay 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 parties as to tiny work or materials Then in progress provided that the Purchaser shall not be liable for any claims for anticipated l—ths un die uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjustrent Ix nnade in fiwor ofthe Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days front the date the change or termination is ordered. S. 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 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 Purchaser harmless from all costs and damages suffered by the Purchaser as a result of the Sellers faille to comply With such law. If and only to the extent this [Agreement] constitutes a "sole source government contract" within the meaning of Article XX V I I I of the Colorado Constitution ("Article XX V I11" ), then the provisions of Sect ion 15 of Article XX V I I I are hereby incorporated into this [Agreement]. In such a use, if the [Contractor] or any other person who is a "contract holder" as defined in Section 2(4.5) of Article XXV III intentionally violates Section 15 or Section 17(2) of Article XXVIII, then the [Contractor] agrees it shall be ineligible to hold any sole source government conuntet, or public employment with the state of Colorado or any of its political subdivisions, For three years. 9. ASSIGNMENT. Neither patty shall assign, transfer, or convey this order, orally monies due or to become title hereunder without the prior written consent of the other party. 10. TTTLE-. The Seller --ants full, clear and unrestricted title to the Purchaser for all equipment, materials, and hens furnished in perfomtance of this agreement. free and clear of any and all liens, restrictions, reservations, security interest encumbrances and clams of others. 1I. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the tents and conditions hereof, failure m delay to exercise any rights or remedies provided herein or by law. failure to promptly notify the Seller in the event of a breach. the acceptance of art payment Gx goods hereunder 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 perfomtance hereof or any of its rights or remedies as to any such goods. regardless of When shipped, received or accepted, as to any prior or subsequent default hereunder, not shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a Waiver of any of the tents hereof. 12- ASSIGNMENT OF ANTITRUST CLAIMS. Sell, and [Ire Purchaser recognize that in actual economic practice, overcharges resulting front antitrust violations are in fact fxnne by the Purchaser. Theretofore for good cause and as consideration for executing this purchaseorder, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereaf er acquired under federal or state antitrust Imes tar such overcharges relating to the particular goods or services purchased or acquired by the Purchaser pursuant cot this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Nadia— directs the Seller to correct nonconfotming or defective goods by a date to be agreed upon by the Purchaser and the Scller, and the Scller thereafter indicates its inability or unwillingness to comply, the Purchaser may cause the work u) be perfunned by the most expeditious means available to it. and the Seller shall pay all costs associated With such Work. The Seller shall release the Purchaser and its contractors ofany tier front all liability and claims ofany nature resulting front the let Ionnnce of such work. I ors release shall apply even in the event of firth of negligence of the party released and shall extend to the directors. Offimrs and employees of such party. The Seller's contactual obligations, including warranty, shall not be deemed to be reduced, in anyway, because Sn Ch work is perfunned or caused to be perlinnned by the Purchaser. 14. PATEN'tS. Whenever the Seller is required to use any design, device, material or process covered by letter, patent, trademark or copyright. the Seller shall indemnify and save harmless the Purchaser Gun any and all claims for infringement bvreason of the use ofsuch 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 of such infringennent at any tittle dining the prosecution or after the completion of the work. In case said equipment, or any part thereof or the intended use of the goods. is in such suit held to constitute infi ingement and the use of said equipment or part 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 pats, replace the same With substantially equal but non-infiinging equipment, or modify it so it becomes non -infringing. 15. INSOLVENCY. If the Seller shall become insolvcut or bankrup[. stake an assignment for the benefit ufctedion S, appoint a receiver or trustee fix any of the Sellers property or business. this order ntay forthwith be canceled by the Purchaser without liability. 16, GOVERNING LAW. The detinitions of tents used in the interpretation of the agreement and the rights of all parties hereunder shall be cunsu'ucd under and governed by the laws of the State of Colorado. USA. The ftllowving Additional Conditions apply only in cases where the Seller is to perform work hereunder• including the services of Sellers Representative(s), on the premises of others. 17. SELLERS RESPONSIBILITY_ The Seller shall canyon said Work at Seller's own risk until the sane is fully completed and accepted, and shall, incase of any accident• destruction or injury to the work and/or materials bt fine Seller's final completion and acceptance, mplete the —,o k at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment are furnished by others liar installation or erection by the Seller, the Seller shall receive unload, store and handle sannc at the site and become responsible therefor as though such natemis and/or equipment were being furnished by the Sella under the Order. IS. INSURANCE. The Seller shall, at Iris own expense.provide for tlme paynnent ofworkers compensation. includingoccupational disease benefits. to its employees employed on or in connection with the work covered by this purchase order, and/orto their dependents in accordance with the haws of the sane in which the work is to Ile done. The Seller shall also cant' comprehensive general liability includine, but not limited to, contractual and automobile public liability insurancewith bodily injury and death limits ()far least S300,000 for any one person. $500.000 for any one accident and property damage limit per accident o1' S400.000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance Belote any of the Sellers or his contractors employees shall do any work upon the prenniscs ofothers. the Seller shall bullish the Purchaser Witla a certificate that such compensation and insurance have been provided. Such certificates shall specily the date when such compensation and insurance have been provided. Such certificates 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 AGAINSTACCIDENTS AND DAMAGES. The Seller hereby assumes the quire responsibility and liability for any and all damage, loss or injury of any kind or nature whatsoever to persons or property caused by or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and anyor all ill - the Purchasers officers, agents and employees from and against any and all claints, losses, damages, charges or expenses. Whether direct or indirect and Whether to persons or propeny to which the Purchaser maybe put or subject by reason of any act. action, neglect, omission or default on the pan of the Seller, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its officers. agents or employees at any time on account or by reason of any act action. neglect omission In r defuuh 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 saute at the Sellers own expense, to pay any and all costs, chat ges. attorneys fees and other expenses, any and ❑Iljudgnnents that maybe incurred by or obtained against the Pmehaser or any of its or their officers. agents or employees in such suits or other proceedings• and in case judgment ur other lien be placed upon or obtained against the propeny of the PlrrelnlnsCr, or said patties in oras a result of such suits Or other procee(ings, the Sellerwill at once cause the saute to be dissolved and discharged bygiving 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 all rules and regulations issued pursua t thereto. Revised 04/2001)