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HomeMy WebLinkAboutresolution.council.129-18 RESOLUTION # 129 (Series of 2018) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND KODIAK AMERICA AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a contract for 1 loader mount snow blower, between the City of Aspen and Kodiak America, a true and accurate copy of which is attached hereto as Exhibit "A"; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves that Contract for 1 loader mount snow blower, between the City of Aspen and Kodiak America, a copy of which is annexed hereto and incorporated herein and does hereby authorize the City Manager to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 17th day of September 2018. Steven Skadr t, Mayor I, Linda Manning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held, September 17th, 2018. "A , VMIAC/ inda Manning, City Cl rk �PR CITY OF ASPEN STANDARD FORM OF AGREEMENT CITY OFASPEN SUPPLY PROCUREMENT City of Aspen Project No.: 2018-50833. AGREEMENT made as of 17"'day of September,in the year 2018. 13ETWEEN the Cith: Contract Amount: The City ofnspen c/o Fleet Manager 130 South Galena Street Total: $191,178.00 Aspen,Colorado 81611 Phone: (970)920-5055 If this Agreement requires the City to pay And the Vendor: an amount of money in excess of $25,000.00 it shall not be deemed valid Kodiak America until it has been approved by the City `/o Council of the City of Aspen. Brek Pilling City Council Approval: 1350 Pomerelle Ave, Burley,ld 83318 Date: Phone: 208-438-8248 - Resolution No.: L Summary Description of Items to be Purchased: One loader mount snow blower model LMSC 3644 Exhibits appended and made a part of this Agreement: Exhibit A: List of supplies, equipment,or materials to be purchased. The City and Vendor agree as set forth below. 1. Purchase. Vendor agrees to sell and City agrees to purchase the items on Exhibit A appended hereto and by this reference incorporated herein as if fully set forth here for the sum set forth hereinabove. 2. Delivery. FOB 1080 Power Plant Road,Aspen, Colorado 81611 [Delivery Address) 3. Contract Documents. This Agreement shall include all Contract Documents as the same are listed in the Invitation to Bid and said Contract Document are hereby made a part of this Agreement as if fully set out at length herein. 4. Warranties. See Exhibit B. 5. Successors and Assigns. This Agreement and all of the covenants hereof shall inure to the benefit of and be binding upon the City and the Vendor respectively and their agents, representatives, employee, successors, assigns and legal representatives. Neither the City nor the Vendor shall have the right to assign, transfer or sublet its interest or obligations hereunder without the written consent of the other party. 6. Third Parties. This Agreement does not and shall not be deemed or construed to confer upon or grant to any third party or parties, except to parties to whom Vendor or City may assign this Agreement in accordance with the specific written permission, any right to claim damages or to bring any suit, action or other proceeding against either the City or Vendor because of any breach hereof or because of any of the terns, covenants, agreements or conditions herein contained. 7. Waivers. No waiver of default by either party of any of the terms, covenants or conditions hereof to be performed, kept and observed by the other party shall be construed, or operate as,a waiver of any subsequent default of any of the terms,covenants or conditions herein contained,to be performed,kept and observed by the other party. 8. Agreement Made in Colorado. The parties agree that this Agreement was made in accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of Pitkin County,Colorado. 9. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable attorney's fees. 10. Waiver of Presumption. This Agreement was negotiated and reviewed through the mutual efforts of the parties hereto and the parties agree that no construction shall be made or presumption shall arise for or against either party based on any alleged unequal status of the parties in the negotiation,review or drafting of the Agreement. 11. Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion. Vendor certifies, by acceptance of this Agreement, that neither it nor its principals is presently debarred, suspended, proposed for debannent, declared ineligible or voluntarily excluded from participation in any transaction with a Federal or State department or agency. It further certifies that prior to submitting its Bid that it did include this clause without modification in all lower tier transactions, solicitations, proposals, contracts and subcontracts. In the event that Vendor or any lower tier participant was unable to certify to the statement, an explanation was attached to the Bid and was determined by the City to be satisfactory to the City. 12. Warranties Against Contingent Fees. Gratuities,Kickbacks and Conflicts of Interest. (A)Vendor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Vendor for the purpose of securing business. (B)Vendor agrees not to give any employee of the City a gratuity or any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to this Agreement, or to any solicitation or proposal therefore. (C)Vendor represents that no official, officer, employee or representative of the City during the tern of this Agreement has or one (1) year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof, except those that may have been disclosed at the time City Council approved the execution of this Agreement. (D)In addition to other remedies it may have for breach of the prohibitions against contingent fees, gratuities,kickbacks and conflict of interest, the City shall have the right to: 1. Cancel this Purchase Agreement without any liability by the City; 2. Debar or suspend the offending parties from being a vendor, contractor or subcontractor under City contracts; 3. Deduct from the contract price or consideration, or otherwise recover, the value of anything transferred or received by the Vendor; and 4. Recover such value from the offending parties. 13. Termination for Default or for Convenience of City. The sale contemplated by this Agreement may be canceled by the City prior to acceptance by the City whenever for any reason and in its sole discretion the City shall determine that such cancellation is in its best interests and convenience. 14. Fund Availability. Financial obligations of the City payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. If this Agreement contemplates the City using state or federal funds to meet its obligations herein, this Agreement shall be contingent upon the availability of those funds for payment pursuant to the terns of this Agreement. 15. City Council Approval. If this Agreement requires the City to pay an amount of money in excess of$25,000.00 it shall not be deemed valid until it has been approved by the City Council of the City of Aspen. 16. Non-Discrimination. No discrimination because of race, color, creed, sex, marital status,affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or religion shall be made in the employment of persons to perform under this Agreement. Vendor agrees to meet all of the requirements of City's municipal code, section 13-98, pertaining to nondiscrimination in employment. Vendor further agrees to comply with the letter and the spirit of the Colorado Antidiscrimination Act of 1957, as amended and other applicable state and federal laws respecting discrimination and unfair employment practices. 17. Integration and Modification. This written Agreement along with all Contract Documents shall constitute the contract between the parties and supersedes or incorporates any prior written and oral agreements of the parties. In addition, vendor understands that no City official or employee, other than the Mayor and City Council acting as a body at a council meeting, has authority to enter into an Agreement or to modify the terns of the Agreement on behalf of the City. Any such Agreement or modification to this Agreement must be in writing and be executed by the parties hereto. 18. Authorized Representative. The undersigned representative of Vendor, as an inducement to the City to execute this Agreement, represents that he/she is an authorized representative of Vendor for the purposes of executing this Agreement and that he/she has full and complete authority to enter into this Agreement for the tenors and conditions specified herein. 19. Electronic Signatures and Electronic Records This Agreement and any amendments hereto may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement binding on the Parties, notwithstanding the possible event that all Parties may not have signed the same counterpart. Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope of Work, and any other documents requiring a signature hereunder, may be signed electronically in the manner agreed to by the Parties. The Parties agree not to deny the legal effect or enforceability of the Agreement solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the forn of an electronic record, or a paper copy of an electronic documents, or a paper copy of a document bearing an electronic signature, on the ground that it is an electronic record or electronic signature or that it is not in its original form or is not an original. IN WITNESS WHEREOF, The City and the Vendor, respectively have caused this Agreement to be duly executed the day and year first herein written in three (3) copies, all of which, to all intents and purposes, shall be considered as the original. FOR THE CITY OF ASPEN: Att t: By: _ �,T Aspen City Manager i da Manning,City Clerk Date SUPPLIER: By: > Title n Date Exhibit A Supply Procurement Agreement Kodiak America LMSC 3644 @ 400hp $260,178.00 400hp Diesel Engine TIER N Scania DC9 Belt Drive 4.3:1 reduction in right angle gear box Wired Controller Ski type skid shoes Hardox cutting edges. Truck Loading Spot Chute Flood lights Quick hitch ACS coupler(Aspen supplies and Kodiak installs) Push Bumper 1 Year Warranty Training/setup Trade-in: 2013 Kodiak LMSC3644 Snow Blower -$69,000.00 Total Price with Trade-in $191,178.00 KODIAK . ' CONDITIONS OF WARRANTY Ames i cq Kodiak hlet*w"t(the manufacturers)undertake that each new machine manufactured by them is inspected prior to leaving the factory to ensure that so far as is practicable no faulty part of defective workmanship is present. Under the terms of this Warranty,the Manufacturers,or their appointed Agents, will,at their option,replace or repair free of charge any defective parts provided that the machine has been used under normal service conditions and that such defect shall occur within a period of 12 calendar months from the date of delivery or within 500 hours of work by the machine,whichever may first occur and that such defect is reported with 30 days and shall be proved to be due to faulty material or workmanship. Replaced parts become the property of the Manufacturers. The following parts shall be excluded from this Warranty: Tires,tubes,batteries,glass,brushes,rubber skirts, parts exposed to abrasion by blown or swept material,drive belts,spark plugs,bulbs,brake and clutch linings or other materials used in normal service maintenance. t In the case of pails or components not manufactured by the Manufacturers,the Purchas er shall be entitled to the benefit in so far as it may be transferred to the Purchaser,or any rights which the Manufacturers may have i against the supplier of such parts or components in respect thereofand the Manufacturers liability in respect of such cases is limited to making the benefit of such right available to the Purchaser to the extent aforesaid. This Warranty shall not apply in the case of faults caused directly or indirectly by the following: I. The fitment of parts not made or approved by the Manufacturers. li 2. Reflect improper use or failure to maintain the machine in accordance with the Manufacturers recommendations. 3. Accident or impact. Q. Modifications carried out without the approval of the Manufacturers. 5. Use of lubricants other than those recommended by the Manufactures. 6. Use of the machine by any persons other than those instructed or approved by Manufacturers or their Agents. No claim for Warranty will be accepted without the appropriate components or pails being returned to the Manufacturers,if so requested,for inspection to ascertain that the Warranty claim is valid. The Manufacturers s reserve the right to appoint personnel to inspect parts as necessary. E The Company shall not be liable for consequential loss or damage: however caused.(Other than death or personal F injury)and shall not be liable for any damage(whether or not consequential)arising from stoppage or breakdown of the machine or vehicle or in any other way from the performance of the machine or vehicle in operation. 9 t 1 I KODIAK NOR PH ST f ("The Supplier") Conditions of Warranty--Parts i 1. The Warranty Period on parts purchased for fitting to a Customer's machine or fitted by the Service Technician of the Supplier or its appointed agent is 12 Calendar months or 500 hours, Whichever is the shorter period,measured from the date of delivery in the case of the time limit or from the hour meter reading at the time of fitting the part to the machine in the case of the hours limit. ' 2. The Supplier (or its appointed agent)will at its option repair or replace any defective part supplied by the Supplier provided that; The part has not been subject to abnormal use. The part,and the system to which it is fitted,has been correctly maintained. The defect has occurred within the warranty period. The defect is reported to the Supplier(or its appointed agent)within 30 days. j The defect is proved to be caused by faulty material or by the workmanship of the SuppIier's Serviced Technician or an approved agent of the Supplier. 3. Defects due to normal wear and tear are not covered by warranty. I 4. The cost of removal of defective part and the cost of refitting it or it's replacement are not covered by warranty,unless the defective part was fitted by a Service Technician or the Supplier or it's tt agent. 5. Where the defective part was fitted by a Service Technician of the Supplier or it's appointed agent, `I repairs or disassembly must not be carried out without agreement of the Supplier or its agent. I 6. Defects arising as a consequence of the failure or performance of other components or systems not supplied by the Supplier,are excluded from this warranty. 7. Carriage charges for replacement or repaired parts are not covered by warranty. L fi 8. The defective part shall become the property of the Supplier and must be returned to the Supplier at it's request and at the Customer's expense. 6 r o,' t t t n r l� 9. The Supplier reserves the right to request copies of invoices,service records or other supporting documentation and to reject any claim where the Supplier determines that the part was not supplied by the Supplier,became defective outside the warranty period or in any other way does not meet these conditions. ' 10.All other conditions and warranties and liabilities whatsoever,(other than liability for death or personal injury) whether expressed or implied by statute or otherwise are hereby excluded and the Supplier's liability shall be limited accordingly. i I t �ppl !I h yU t J E