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HomeMy WebLinkAboutresolution.council.050-20 RESOLUTION #050 (Series of 2020) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND MOUNTAIN STATES PIPE AND SUPPLY 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 Advanced Metering Infrastructure (AMI) Project Kamstrup Water Meter Supply, between the City of Aspen and, 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 a contract for dvanced Metering Infrastructure (AMI) Project Kamstrup Water Meter Supply between the City of Aspen and Mountain States Pipe and Supply 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 11th day of August 2020. 7/79NE-., Torre, Mayor I, Nicole Henning, 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, August 11 h, 2020. Nicole Henning, C ty Clerk 14 ia1144k" I f CITY OF ASPEN STANDARD FORM OF AGREEMENT CITY OFASPEN SUPPLY PROCUREMENT City of Aspen Project No.: 51131-2020 AGREEMENT made as of 11 th day of August, in the year 2020. BETWEEN the City: Contract Amount: The City of Aspen c/o Ryan Loebach 130 South Galena Street Total: $257,610.27 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 $50,000.00 it shall not be deemed valid Mountain States Pipe and Supply until it has been approved by the City c/o Jerry Uhlman Council of the City of Aspen. 4765 Electronic Drive City Council Approval: Colorado Springs, CO 80922 Phone: (719)238-7912 Date:August 11, 2020 juhlman_,msps.com Resolution No.: #050 of 2020 Summary Description of Items to be Purchased: Water flowmeters and associated piping hardware in sizes 1/4", 1", 1.5",2"and 4" Exhibits appended and made a part of this Agreement: Exhibit A: List of supplies, equipment, or materials to be purchased. Exhibit 13: Kamstrup Water Metering, LLC Limited Warranty 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:500 Doolittle Drive,Ashen,CO 81601) [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. Vendor agrees to provide limited warranty for purchased materials in accordance with Exhibit B. 5. Successors and Assias. 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 terms, 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 NDade.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 Volunta[y Exclusion. Vendor certifies, by acceptance of this Agreement, that neither it nor its principals is presently debarred, suspended, proposed for debarment, 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 term 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 terms of this Agreement. 15. City Council Approval. If this Agreement requires the City to pay an amount of money in excess of$50,000.00 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 applicablehstate 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 terms 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 terms 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 form 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, of which, to all intents and purposes, shall be considered as the original. FOR THE CITY OF ASPEN: By. • Aspen City anager Nicole Hewing,City C Date SUPPLIER: Mountain States Pipe & Supply By; P 1 T Carroll CEO Title CEO Date F-EXHIBITA Meters' Aspen Supply Contract Water Mountain States Pipe and Supply Company 7765 Electronic Drive , Colorado Springs, Colorado 80922 1-800-777-7173 Jerry Mobile Phone: 719-238-7912MOUNTAIN STATES � � � � Jerry email: juhlman@msps.com PIPE & SUPPLY City of Aspen Customer: 130 South Galena Street Aspen, Colorado 81611 970.920.5055 Date: Tuesday, July 28, 2020 Qty Description Cost Extension Each Kamstrup Ultrasonic Water Meters with 25' Bare Wire KAMSTRUP flowlQ 2100-3/4"X 9"ULTRASONIC WATER METER US GALLONS- Polymer Body with Extension 35 GPM MAX FLOW $135.81 $0.00 25' Bare Wire from Register ENCODER OUTPUT 1 GALLON DISPLAY KAMSTRUP flowlQ 2100-3/4"X 9"ULTRASONIC WATER METER US GALLONS- Brass Body 35 GPM MAX FLOW 154 25' Bare Wire from Register $172.00 $26,488.00 ENCODER OUTPUT 1 GALLON DISPLAY CONFIG 01-002-000-5-3-3-1-3 ORDER: 03U-23-C-O F-8-E-M KAMSTRUP flowlQ 3100- 1"x 10"ULTRASONIC WATER METER US GALLONS-Stainless Body 215 55 GPM MAX FLOW $201.84 $43,395.54 25' Bare Wire from Register ENCODER OUTPUT 1 GALLON DISPLAY Page: 1 of 2 KAMSTRUP flowlQ 3100- 1-1/2"X 13"FLANGED ULTRASONIC WATER METER US GALLONS-Stainless Steel Body 150 120 GPM MAX FLOW $519.06 $77,859.12 25' Bare Wire from Register ENCODER OUTPUT 1 GALLON DISPLAY KAMSTRUP flowlQ 3100-2"X 17"FLANGED ULTRASONIC WATER METER US GALLONS-Stainless Steel Body 76 160 GPM MAX FLOW $689.33 $52,389.16 25' Bare Wire from Register ENCODER OUTPUT 1 GALLON DISPLAY KAMSTRUP flowlQ 3100-3"X 12"FLANGED ULTRASONIC WATER METER US GALLONS-Stainless Steel Body 350 GPM MAX FLOW $1,094.00 $0.00 25' Bare Wire from Register ENCODER OUTPUT 1 GALLON DISPLAY KAMSTRUP flowlQ 3100-4"X 14"FLANGED ULTRASONIC WATER METER US GALLONS-Stainless Steel Body 4 700 GPM MAX FLOW $1,769.00 $7,076.00 25' Bare Wire from Register ENCODER OUTPUT 1 GALLON DISPLAY Couplings and Brass Flange Kits 308 3/4"Meter Couplings $7.43 $2,288.44 430 1"Meter Couplings $14.20 $6,106.00 300 1-1/2"Brass Meter Flanges with Gaskets, Nuts and Bolts $82.00 $24,600.00 152 2"Brass Meter Flanges with Gaskets, Nuts and Bolts $108.00 $16,416.00 3"Cast Iron Meter Flanges with Gaskets, Nuts and Bolts $91.00 $0.00 8 4"Cast Iron Flanges with Gaskets, Nuts and Bolts $124.00 $992.00 $257,610.27 Page: 2 of 2 EXHIBIT kam strup Kamstrup Water Metering L.L.C. Limited Warranty for Products and Services sold by Authorized Resellers 1.0 Definitions.As used herein:(a)Seller.Seller shall refer to Year Replacement Year Replacement the authorized reseller that is selling Products to Buyer Price Price on behalf of Kamstrup Water Metering LLC,[b)Buyer, 1-10 no cost 16 50% Buyer shall refer to the purchaser of goods sold by Seller 11 20% 17 60% on behalf of Kamstrup Water Metering LLC.,as set forth 12 25% 18 70% in the particular Sales Order,and shall include all agents, 13 30% 19 80% subsidiaries,parent company,and any affiliated entity 14 35% 20 90% of Buyer.(c)Sales Order,Sales Order shall refer to the 15 40% purchase order acceptance,order confirmation or invoice The limited warrant is conditional on the meters having issued by Seller reflecting the sale of the Products sold y g on behalf of Kamstrup Water Metering LL.C,to Buyer.(d) been used only for clean drinking water as defined in the Products.Products shall refer to the products,and related Safe Drinking Water Act[SDWA),United States Environ- services if any,sold by Seller on behalf of Kamstrup Water mental Protection Agency(EPA)for normal meter opera- Metering LLC.to Buyer as identified in the Sales Order, tion and on the meters having been installed in accord- ance with the product documentation supplied with the 2.0 Limited Warranty product by Kamstrup Water Metering LLC.and provided 2.1. General.Kamstrup Water Metering L,L,C.warrants that on its website. the Products shall be free from defects in Materials and Workmanship fora period of two(2)years from the date of Any meter accuracy claims shall be subject to verification delivery to Buyer(the'Warranty Period"), -initiated by Kamstrup Water Metering LL.C.-through testing by a NIST Traceable laboratories or ISO 17025-ac- 2.2, Special Limited Warranty Terms For flowlQ®2100 Series, credited laboratories. fiow1Q0 3101 Series Cold Water Meters.Notwithstanding Section 21 with regard to flowlQ®2100 Series,flowlQ®3101 Battery Life Series Cold Water Meters and USB Meter Readers which are Based on operation of the meters with either communica- delivered to Buyer directly from Kamstrup Water Metering tion via the three wire encoded output OR with communi- L.LC.,the following warranty terms shall apply: ration via the embedded radio,the warranty on the system battery in the flowlQ®Water Meters shall be for a period of Accuracy twenty(20)years.Kamstrup Water Metering LL.C,shall,at Kamstrup Water Metering L.L.0 warrants that the flowlQ8 2100 its sole discretion,[i)replace any defective batteries or any Water Meters and flowlQ®3101 Water Meters will perform meters that contain defective batteries at no cost for year to the accuracy as defined in applicable AWWA standards one(1)through year ten(10)following the date of delivery for a period of twenty(20)years from date of delivery or[ii)refund the purchase price for the defective batteries to Buyer.In the absence of published AWWA standards or the meters that contain defective batteries.For year specific to cold water ultrasonic revenue meters,the new eleven(11)through year twenty[20)following the date of meter accuracy refers to AWWA standard C708-11(section delivery,Kamstrup Water Metering LLC.shall,at its sole 4.2.8)and to AWWA M6 manual(chapter 5,Testing new discretion,replace any defective batteries or any meters meters and table 5-3 defining test rates in accordance that contain defective batteries at a cost based on the with AWWA C708), prices set out in the price list valid at the time of return of the product and reduced by a percentage according to the Kamstrup Water Metering L.LC.shall,at its sole discretion, following schedule: repair or replace any defective meters at no cost for year one(1)through year ten(10)following the date of delivery Year Replacement Year Replacement or refund the purchase price forthe defective meters,For Price Price year eleven(11)through year twenty(20)following the date 1-10 no cost 16 50% of delivery,Kamstrup Water Metering L,L,C,shall,at its sole 11 20% 17 60% discretion,repair or replace any defective meters at a cost 12 25% 18 70% based an the prices set out in the price list valid at the 13 30% 19 80% time of return of the product and reduced by a percentage 14 35% 20 90% according to the following schedule: 15 40% Kamstrup Water Metering L.L.C. Limited Warranty for Products and Services sold by Authorized Resellers The limited warranty is conditional on the meters having OR OTHERWISE,SHALL NOT EXCEED THE PRICE OFTHE been usod only for clean drinking water as defined in the PRODUCTS OR BATTERIES IN QUESTION OR WITH RESPECT Safe Drinking Water Act[SDWA),United States Environmen- TO WHICH SUCH BREACH,DEFAULT,OR NEGLIGENCE IS tal Protection Agency[FPA)for normal meter operation and CLAIMED.BUYER ACKNOWLEDGES THATTHE REMEDIES on the meters having been installed in accordance with the PROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL product documentation supplied with the product by Kam- OTHER REMEDIES.IN NO EVENT SHALL KAMSTRUP WATER strup Water Metering L.L.C.and provided on its wehsite. METERING L.L.C.BE LIABLE TO BUYER OR ANY THIRD PARTY, IN CONTRACT,TORT OR OTHERWISE,FOR ANY LOSS OF 2.3, Product Return.IF,WITHIN THE APPLICABLE WARRANTY PROFITS OR BUSINESS,OR FOR ANYSPECIAL,INCIDENTAL, PERIOD,(1)BUYER DISCOVERS ANY DEFECTS IN MATERIALS INDIRECT,EXEMPLARY,PUNITIVE OR CONSEQUENTIAL OR WORKMANSHIP,ArCURACY OR BATTERY LIFE AND(II) DAMAGES RELATING TO THE PRODUCTS,EVEN IF KAM- NOTIFIES KAMSTRUP WATER METERING L.L,C,IN WRITING OF STRUP WATER METERING L.L.C. HAS BEEN ADVISED OFTHE SUCH DEFECTS,AND(111)RETURNS THE DEFECTIVE PROD- POSSIBILITY OF SUCH DAMAGES.NOTWITHSTANDING THE UCTS TO KAMSTRUP WATER METERING LLC.,KAMSTRUP FOREGOING,IN THE EVENTTHATANY CLAIM IS BROUGHT WATER METERING L.I.,C.SHALL,AT ITS SOLE DISCRETION, AGAINST KAMSTRUPWATER METERING L.L.C. FOR PRODUCT REPAIR OR REPLACE THE DEFECTIVE PRODUCTS OR BATTER- LIABILITY,KAMSTRUPWATER METERING L.L.C:S LIABILITY IES AS NO I ED ABOVE,OR REFUND THE PURCHASE PRICE FOR SHALL BE LIMITEOTO A MAXIMUM OF KAMSTRUPWATER THE DEFECTIVE PRODUCTS OR BATTERIES.THIS WARRANTY METERING L.L.C:S AVAILABLE INSURANCE COVERAGE SHALL NOT APPLY TO ANY OF THE FOLLOWING:(A)PROD- AVAILABLE FOR SUCH DAMAGE,IF ANY.ANY AMOUNT IN UCTS THAT HAVE BEEN ALTERED;(B)PRODUCTS THAT HAVE EXCESS THEREOF SHALL BE BORNE BY THE BUYER.KAM- BEEN DAMAGED BY NEGLIGENCE OR ACCIDENT OR BY OTHER STRUP WATER METERING L,L.C. SHALL NOT BE LIABLE FOR CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF ANY DEFECTTHAT WAS CAUSED BYTHE PRODUCTS HAVING KAMSTRUP WATER METERING L.L.C.;OR(C)PRODUCTS THAT BEEN INTEGRATED INTO PRODUCTS OF BUYER OR THOSE OF HAVE BEEN IMPROPERLY USE[)OR MAINTAINED BY BUYER,OR ITS CUSTOMERS.KAMSTRUPWATER METERING L.L.C.SHALL THAT HAVE BEEN SUBJECTED TO ABNORMAL CONDITIONS OF NOT BE LIABLE IN THE EVENT THE PRODUCTS SUPPLIED USE OR MAINTENANCE NOT IN CONFORMITY WITH ACCEPTED WERE IMPROPERLY USED,TREATED,HANDLED,STORED OR INDUSTRIAL PRACTICES OR ANY INSTRUCTIONS,MANUALS SUPPLIED BASED ON BUYER'S INSTRUCTIONS(INCLUDING, OR OTHER DOCUMENTATION PROVIDED BY KAMSTRUP WATER WITHOUT LIMITATION,DESIGN DETAILS,SPECIFICATIONS, METERING I.L.C,.NO WARRANTY CLAIMS WILL BE PROCESSED PLANS,TEMPLATES OR STORAGE AND TRANSPORT RULES). IF RECEIVED AFTER THE WARRANTY PERIOD,REJECTED PRODUCTS MAYBE RETURNED ONLY WITH KAMSTRUP WATER 2.7, DAMAGES DISCLAIMER AND LIMITATION.BUYER HEREBY METERING L.L.C:S PRIOR EXPRESS WRITTEN CONSENT AND EXPRESSLY WAIVES ANY AND ALL CLAIMS FORANYAND AT BUYER'S COST AND RISK,IF PRODUCTS ARE RETURNED ALL INDIRECT,INCIDENTAL,SPECIAL OR CONSEQUENTIAL WITHOUT KAMSTRUP WATER METERING L,L.C:S PRIOR CON- DAMAGES,INCLUDING BUT NOT LIMITED TO ANY CLAIMS SEN IF,KAMSTRUP WATER METERING L.L.C.MAY REFUSE TO FOR DAMAGES FOR LOSS OF USE,LOSS OF TIME,LOSS OF ACCE PT TH E RETURN ED PRODUCTS AND MAY RETURN TH EM PROFITS,OR LOSS OF INCOME RELATING TO THE PURCHASE TO BUYER AT BUYER'S COSTAND EXPENSE,IN ADDITION,IF OR USE OF THE PRODUCTS. BUYER RETURNS PRODUC IF TO KAMSTRUP THAT,AFTER TEST- ING,IS FOUND NOT TO BE DEFECTIVE,THEN BUYER AGRFFS TO PAY FOR THE COSTS OF TESTING THE PRODUCT INCURRED BY KAMSTRUP WATER METERING,LLC. 2,4. Set-Off.IN NO CASE WHATSOEVER,INCLUDING JUSTIFIED WARRANTY CLAIMS,IS THE BUYER ENTITLED TO RETAIN ANY MONIES OWED TO KAMSTRUP WATER METERING L.L.C., EXCEPT UPON THE WRITTEN CONSENT OF KAMSTRUP WATER METERING L.l_C,FURTHER,THE WARRANTIES PROVIDED FOR HEREIN SHALL NOT APPLY IN THE EVENT BUYER HAS FAILED TO REMIT PAYMENT IN FULL FOR SUCH PRODUCTS. 2.5, WARRANTY DISCLAIMER.THE FOREGOING LIMITED WAR- RANTY IS IN LIEU OF ALL OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO ANYWARRANTIES OF MERCHANTABILITY,FITNESS FOR ANY PARTICULAR PUR- POSE,OR NON-INFRINGEMENT,ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. 2.6. LIMITATION OF LIABILITY.IN ALL EVENTS,THE LIABILITY OF KAMSTRUPWATER METERING L.L.C.,WHETHER BASED IN TORT,BREACH OF CONTRACT,BREACH OF WARRANTY, 2 58103169_Dl_US_03.2017