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HomeMy WebLinkAboutresolution.council.115-21 ATTACHMENT B RESOLUTION NO. 115 SERIES OF 2021 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN, COLORADO, AND TESLA, INC. FOR THE PURCHASE OF FIVE (5)VEHICLES AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID DOCUMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a contract to purchase five (5) vehicles from Tesla, Inc., a copy of which document is annexed hereto and made a part thereof. 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 a contract to purchase five (5) vehicles from Tesla, Inc., a copy of which document is annexed hereto, and does hereby authorize the City Manager of the City of Aspen to execute said document on behalf of the City of Aspen. RESOLVED, APPROVED,AND ADOPTED this day of December 2021, by the City Council for the City of Aspen, Colorado. 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 December N-2021. i Nicole Henning, City Clerk DocuSign Envelope ID:4265941 F-A2A5-4B16-8197-494AO2D8DFC7 Attachment "C" T = 5 L. n PURCHASE ORDER Purchasing Agent Name: City of Aspen P.O.#I Unit#: Purchasing Agent Email: linda.consuegra@cityofaspen.com Date Submitted: Title Information: LESSOR I BUYER Client Information: LESSEE I COMPANY Title Name#1: City of Aspen Name: Aspen Police Department Title Name#2: Email: Iinda.consuegra@cityofaspen.com Address: 130 S.Galena Phone: 970-920-5400 City/State/Zip Code: Aspen,CO 81611 Address: 540 E.Main St. Tax Exemption Number': 98-04557-0000 City/State/Zip Code: Aspen,CO 81611 Federal Tax ID Number: 84-6000563 Federal Tax ID Number: 84-6000563 Please provide a copy or a valid state resale certificate coinciding with the vehicle delivery location.The resale certificate information must exactly match title information listed, Payment Responsibility: Registration Information: Service/Maintenance: ❑Owner Client Driver ❑TESLA HANDLING El TITLE HOLDER HANDLING Supercharging: Owner Client Driver Registration State: Colorado Car Access Information: DRIVER Registration Name#1: City of Aspen Name: Linda Consuegra Registration Name#2: Aspen Police Department Email: linda.consuegra@cityofaspen.com Address: 130 S.Galena St. Phone: 970-429-1802 City/State/Zip Code: Aspen,CO 81611 Address: 540 E.Main St. Lien-Holder Information: City/State/Zip Code: Aspen,CO 81611 Name: Delivery Information: Address: Point of Contact: Linda Consuegra City/State/Zip Code: Email: linda.consuegra@cityofaspen.com ELT: Phone: 970-429-1802 Paperwork Address: Delivery Center: City of Aspen Name: Aspen Police Department Vehicle Information: PLEASE SEE PAGE 2 Address: 540 E.Main St. Quantity: 5 City/State/Zip Code: Aspen,CO 81611 Model: Model Y Insurance Information: Model Year: 2021 Insurance Company: CIRSA Order Validation: FOR TESLA USE ONLY Policy Number: LIAR 01-2021 TESLA CONTACT: Expiration Date: 1/1/2022 TESLA EMAIL: Agent Phone: 800-228-7136 DATE ACCEPTED: Local Agency Name: CIRSA TESLA SIGNATURE: PLEASE CONTACT NAENTERPRISEORDERSUPPORT@TESLA.COM FOR ANY QUESTIONS PAGE 1 OF 2 PURCHASE ORDER(REV.712020) DocuSign Envelope ID:4265941 F-A2A5-4B16-8197-494A02D8DFC7 T = 5 L rl PURCHASE ORDER Purchasing Agent Name: City of Aspen P.O.#/Unit#: Purchasing Agent Email: linda.consuegra@cityofaspen.com Date Submitted: VEHICLE CONFIGURATION RESERVATION NUMBER VEHICLE PRICE OR TESL•USE ONLY FOR TESLA USE ONLY Long Range All-Wheel Drive Dual Motor All-Wheel Drive Five Seat Interior All Black Premium Interior Midnight Silver Metallic-4 Vehicles Deep Blue Metallic-1 Vehicle 19"Gemini Wheels Order Validation: FOR TESLA USE ONLY TESLA CONTACT: TESLA EMAIL: DATE ACCEPTED: TESLA SIGNATURE: PLEASE CONTACT NAENTERPRISEORDERSUPPORT@TESLA.COM FOR ANY QUESTIONS ON COMPLETING THIS FORM PAGE 2 OF 2 PURCHASE ORDER(REV.7/2020) DocuSign Envelope ID:4265941F-A2A5-4B16-8197-494A02D8DFC7 T = 5 L n ENTERPRISE SALES Motor Vehicle Fleet Purchase Agreement EFFECTIVE DATE: BUYER'S NAME AND ADDRESS: COMPANY'S NAME AND ADDRESS: City of Aspen TESLA,INC. 130 S.Galena 45500 FREMONT BLVD FREMONT,CA 94538 Aspen,CO 81611 � 5 This Motor Vehicle Fleet Purchase Agreement(this"Agreement")is entered into as of the effective date first written above,by and between the Buyer(the"Buyer",'you",or"your")and the Company(the"Company","we","us"or"our")specified above. The Buyer and Company are each referred to herein as a"Party"and together as the"Parties." Buyer desires to purchase Buyer-owned vehicles in the quantity stated above,that will be used for the purpose indicated above,and Company desires to sell to Buyer the vehicles to be used for the purpose indicated above. In consideration of the mutual promises contained herein and for other good and valuable consideration,the receipt and adequacy of which are hereby acknowledged,the Parties agree as follows: Agreement to Purchase. Pursuant to the terms and conditions of this Agreement,Buyer agrees to purchase the Vehicle(s)(the"Vehicle")that Buyer will indicate on the Purchase Order,detailed in"Order Process"below.Your Vehicle is priced and configured based on features and options available at or around the individual Purchase Order's submission date;and you can confirm availability with a Tesla Enterprise Sales Representative. Options or features released after the Purchase Order's submission date may not be included in the Vehicle.If you are purchasing a used vehicle,it may exhibit signs of normal wear and tear in line with its respective age and mileage. Documentation. Each Vehicle purchased under this Agreement will receive the following documents: 1. Vehicle Configuration: The Vehicle Configuration describes the vehicle that you configured and ordered,including pricing(excluding taxes and official government fees). 2. Final Price Sheet: The Final Price Sheet will be provided to you as your delivery date nears. It will include final pricing based on your final Vehicle Configuration 3. Terms&Conditions: The Terms&Conditions are provided below and effective as of the date you submit your Purchase Order to NA Enterprise Sales. TERMS&CONDITIONS Purchase Price,Taxes and Official Fees. The purchase price of each Vehicle will be indicated in the Vehicle Configuration as provided to you by Tesla. This purchase price does not include taxes and official or government fees,which could amount up to 10%or more of the Vehicle purchase price.Because these taxes and fees are constantly changing and will depend on many factors,such as where you register the Vehicle,they will be calculated closer to the time of delivery and indicated on your Final Price Sheet.You are responsible for paying these additional taxes and fees.If you present a check for any payment,we may process the payment as a normal check transaction,or we may use information from your check to make a one-time electronic fund transfer from your account,in which case your bank account will reflect this transaction as an Electronic Fund Transfer. Order Process. The Purchase Order is attached to this Agreement as Exhibit A.You will submit the Purchase Order to NAEnterpriseSalesCa tesla.com for processing and verification by Tesla's Enterprise Sales Team.You will provide a valid State Resale Certificate, if applicable,matching the Buyer's Name and Address along with the Purchase Order.In the spirit of good faith and with a long-term business relationship in mind,Vehicle orders pursuant to this Agreement will not require an initial order payment.Within five (5)business days,we will send an Order Confirmation back to you confirming: reservation number(s),vehicle configuration(s),vehicle pricing,and delivery ETA(s).Once your reservation number(s)are matched to an available VIN, we will provide you with your Vehicle Configuration and Final Price Sheet for each Vehicle.Payment instructions will be provided in our final payment request.Failure to follow these payment instructions may result in delays to your delivery date.Once a request for final payment has been submitted to you,you agree to make the final payment within three(3)days and schedule and take delivery of your Vehicle within one(1)week of this date.Proof of final payment is required to take delivery or possession of the vehicle(s).Accepted proof(s)of final payment will be listed on our final payment request. Failure to provide these accepted proof(s)of final payment may result in delays to your delivery date.If you are unable to take delivery within the specified period,your Vehicle may be made available for sale to other customers.If this should occur,we will await new VIN matches for the associated reservation number(s),the timeline for which is dependent on many factors,including your Vehicle's configuration and manufacturing availability. If you do not take delivery of the order(s)within three(3)months of the original final payment request,Tesla may cancel your order and charge you a$100 Order Fee. Order Cancellation;Changes. After you submit your completed Purchase Order to the Enterprise Sales Team,we will begin the process of preparing and coordinating your Vehicle delivery. If you cancel your order or breach this Agreement and we cancel your order,you agree that we may charge you, as liquidated damages,a$100 Order Fee per order/reservation number(the"Order Fee"),to the extent not otherwise prohibited by law.You acknowledge Motor Vehicle Fleet Purchase Agreement(v.20200730) North America Enterprise Sales Page 1 of 6 Tesla,Inc.©2020 DocuSign Envelope ID:4265941F-A2A5-4B16-8197-494A02D8DFC7 T = S L n ENTERPRISE SALES that the Order Fee is a fair and reasonable estimate of the actual damages we have incurred or may incur in transporting,remarketing,and reselling the Vehicle,costs which are otherwise impracticable or extremely difficult to determine. If you make changes to your order,you may be subject to potential price increases for any pricing adjustments made since your original Order Date. Any changes made by you to your Vehicle Configuration, including changes to the delivery location or estimated delivery date,will be reflected in a subsequent Vehicle Configuration that will form part of this Agreement. The Order Fee and this Agreement are not made or entered into in anticipation of or pending any conditional sale contract. Delivery. If you are picking up your Vehicle in a state where we are licensed to sell the Vehicle,we will notify you of when we expect your Vehicle to be ready for delivery at your local Tesla Delivery Center,or other location as we may agree to. If you wish to pick up or take delivery of your Vehicle in a state where we are not licensed to sell the Vehicle,or if you and Tesla otherwise agree,Tesla will,on your behalf,coordinate the shipment of your Vehicle to you from our factory in California or another state where we are licensed to sell the Vehicle. In such a case,you agree that this is a shipment contract under which Tesla will coordinate the shipping of the Vehicle to you via a third-party common carrier.You agree that delivery of the Vehicle,including the transfer of title and risk of loss to you,will occur at the time your Vehicle is loaded onto the common carriers transport(i.e.,FOB shipping point).The carrier will Insure your Vehicle while in transit and you will be the beneficiary of any claims for damage to the Vehicle or losses occurring while the Vehicle is in the possession of a common carrier. If you choose to pick up or take delivery of your Vehicle in a state in which we are not licensed to sell the Vehicle(s),the Vehicle(s)may be delivered or shipped to your from a state in which Testa likewise does not have a license to sell the Vehicles.In such a case,you agree that the sale is transacted,and legal title to the Vehicle transfers to you,in the State of California,at the later of the time that(i)you make your final payment to Testa in California or(ii) Tessa approves your purchase from a sales or delivery location in California(if applicable). The estimated delivery date of your Vehicle,if provided,is only an estimate as we do not guarantee when your Vehicle will actually be delivered.Your actual delivery date is dependent on many factors,including your Vehicle's configuration and manufacturing availability.To secure your final payment and performance under the terms of this Agreement,we will retain a security interest in the Vehicle and all proceeds therefrom until your obligations have been fulfilled. Premium Connectivity. A trial of Premium Connectivity will be included following delivery of the Vehicle. Once this trial is over as detailed at www.tesla.com/support/connectivity,you may subscribe to Premium Connectivity or your Vehicle will return to Standard Connectivity. Privacy Policy; Payment Terms for Services;Supercharger Fair Use Policy. Tesla's Customer Privacy Policy; Payment Terms for Services and Supercharger Fair Use Policy are incorporated into this Agreement and can be viewed at www.tesla.com/about/le-qal. Agreement to Arbitrate. Please carefully read this provision,which applies to any dispute between Buyer('you")and Tesla, Inc. and Agreement to Arbitrate.Please carefully read this provision,which applies to any dispute between you and Tesla,Inc.and its affiliates,(together"Testa"). If you have a concern or dispute,please send a written notice describing it and your desired resolution to resotutionse-tesia.com. If not resolved within 60 days,you agree that any dispute arising out of or relating to any aspect of the relationship between you and Tesla will not be decided by a judge orjury but instead by a single arbitrator in an arbitration administered by the American Arbitration Association(AAA)under its Consumer Arbitration Rules.This includes claims arising before this Agreement,such as claims related to statements about our products. We will pay all AAA fees for any arbitration,which will be held in the city or county of your residence.To learn more about the Rules and how to begin an arbitration,you may call any AAA office or go to www.adr.org.The arbitrator may only resolve disputes between you and Tesla,and may not consolidate claims without the consent of all parties. The arbitrator cannot hear class or representative claims or requests for relief on behalf of others purchasing or leasing Tesla vehicles.In other words, you and Testa may bring claims against the other only in your or its Individual capacity and not as a plaintiff or class member in any class or representative action.If a court or arbitrator decides that any part of this agreement to arbitrate cannot be enforced as to a particular claim for relief or remedy,then that claim or remedy(and only that claim or remedy)must be brought in court and any other claims must be arbitrated. If you prefer,you may instead take an individual dispute to small claims court. You may opt out of arbitration within 30 days after signing this Agreement by sending a letter to:Tesla,Inc.;P.O.Box 15430;Fremont,CA 94539-7970, stating your name,Vehicle Identification Number,and intent to opt out of the arbitration provision.If you do not opt out,this agreement to arbitrate overrides any different arbitration agreement between us,including any arbitration agreement in a lease or finance contract. Warranty. You will receive the Tesla New Vehicle Limited Warranty or the Tesla Used&Extended Used Vehicle Limited Warranty,as applicable,at or prior to the time of Vehicle delivery or pickup. You may also obtain a written copy of your warranty from us upon request or can be viewed at https://www.testa.com/support/vehicle-warranty. Limitation of Liability. We are not liable for any incidental,special or consequential damages arising out of this Agreement.Your sole and exclusive remedy under this Agreement will be limited to reimbursement of your Order Fee. Motor Vehicle Fleet Purchase Agreement(v.20200730) North America Enterprise Sales Page 2 of 6 Tesla,Inc.©2020 DocuSign Envelope ID:4265941F-A2A5-4B16-8197-494A02D8DFC7 T S S L n ENTERPRISE SALES No Resellers;Discontinuation;Cancellation. Testa and its affiliates sell cars directly to end-consumers,and we may unilaterally cancel any order that we believe has been made with a view toward resale of the Vehicle or that has otherwise been made in bad faith.We may also cancel your order if we discontinue a product,feature or option after the time you place your order or if we determine that you are acting in bad faith. Non-Exclusive. This Agreement is non-exclusive and you and Tesla are free to enter into any other agreements with any other party.Tesla has no obligations to refer any potential customers to Buyer. Nothing in this Agreement shall limit Tesla's right to solicit, refer,communicate with or provide maintenance or other services to a customer that concludes an agreement for financing services with Buyer or a potential customer with whom Buyer does not successfully conclude an agreement for financing services. Governing Law;Integration;Assignment. The terms of this Agreement are governed by,and to be interpreted according to,the laws of the State/ Province in which we are licensed to sell motor vehicles that is nearest to your address indicated on your Vehicle Configuration.Prior agreements,oral statements, negotiations, communications or representations about the Vehicle sold under this Agreement are superseded by this Agreement. Terms relating to the purchase not expressly contained herein are not binding.We may assign this Agreement at our discretion to one of our affiliated entities. Term and Termination. The Agreement is in effect as of the effective date.The Agreement may be terminated by either party upon written notice to the other party.Termination will not affect any accrued rights(including to payment),indemnities,existing commitments or any contractual provision intended to survive termination. No Modifications.This Agreement shall establish the terms and conditions for the purchase of these vehicles.All transactions during the term of this Agreement relating to the subject matter of this Agreement shall be governed by the provisions of this Agreement,except as the parties may otherwise expressly agree in writing executed by both of them.No change, modification or waiver of any of the provisions of this Agreement or of any provisions of any agreement made pursuant to this Agreement shall be binding on the Parties unless in writing executed by the duly authorized representative of the Party against whom enforcement of any waiver,change or modification is sought. Intellectual Property Rights. Neither Party shall use or display any of the other Party's logos, trademarks, service marks, or other intellectual property unless otherwise agreed in writing between the Parties. If and to the extent that either Party wishes to use the name and/or logo of the other on any marketing materials,then they shall be permitted to do so provided the use of such name and/or logo is in accordance with the relevant Party's guidelines relating to the use of their name and logo and provided always that such use is approved in advance in writing and such use is only in accordance with the specific basis agreed in advance in writing and on no other basis. (US)State-Specific Provisions. You acknowledge that you have read and understand the provisions applicable to you in the State-Specific Provisions attachment to this Agreement.This Agreement is entered into and effective as of the date you accept this Agreement,by electronic means or otherwise. By confirming and accepting this Agreement,you agree to the terms and conditions of this Agreement. (CAN) Region-Specific Provisions. You acknowledge that you have read and understand the provisions applicable to you in the Region-Specific Provisions attachment to this Agreement. This Agreement is entered into and effective as of the date you accept this Agreement,by electronic means or otherwise.By confirming and accepting this Agreement,you agree to the terms and conditions of this Agreement. Motor Vehicle Fleet Purchase Agreement(v.20200730) North America Enterprise Sales Page 3 of 6 Tesla,Inc.©2020 DocuSign Envelope ID:4265941F-A2A5-4B16-8197-494A02D8DFC7 T S S L n ENTERPRISE SALES (US)STATE-SPECIFIC PROVISIONS For NEW YORK residents: If the Vehicle is not delivered in accordance with the Agreement within 30 days following the estimated delivery date,you have the right to cancel the Agreement and receive a full refund,unless the delay in delivery is attributable to you. For MASSACHUSETTS residents:ATTENTION PURCHASER:All vehicles are WARRANTED as a matter of state law.They must be fit to be driven safely on the roads and must remain in good running condition for a reasonable period of time.If you have significant problems with the Vehicle or if it will not pass a Massachusetts Inspection,you should notify us immediately.We may be required to fix the car or refund your money.THIS WARRANTY IS IN ADDITION TO ANY OTHER WARRANTY GIVEN BY US. For WASHINGTON,D.C. residents: NOTICE TO PURCHASER IF,AFTER A REASONABLE NUMBER OF ATTEMPTS,THE MANUFACTURER,ITS AGENT,OR AUTHORIZED DEALER IS UNABLE TO REPAIR OR CORRECT ANY NON-CONFORMITY,DEFECT,OR CONDITION WHICH RESULTS IN SIGNIFICANT IMPAIRMENT OF THE MOTOR VEHICLE,THE MANUFACTURER,AT THE OPTION OF THE CONSUMER,SHALL REPLACE THE MOTOR VEHICLE WITH A COMPARABLE MOTOR VEHICLE,OR ACCEPT RETURN OF THE MOTOR VEHICLE FROM THE CONSUMER AND REFUND TO THE CONSUMER THE FULL PURCHASE PRICE, INCLUDING ALL SALES TAX, LICENSE FEES, REGISTRATION FEES, AND ANY SIMILAR GOVERNMENT CHARGES. IF YOU HAVE ANY QUESTIONS CONCERNING YOUR RIGHTS,YOU MAY CONTACT THE DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS. Seller certifies that the information contained in the itemization of the purchase price, including the Vehicle Configuration, and required by Chapter 3 (Buying,Selling and Financing Motor Vehicles)of Title 16 of the Code of D.C.Municipal Regulations,is true to the best of our knowledge. For RHODE ISLAND residents:Rhode Island law requires that all motor vehicles sold at retail must be in such condition as to pass a State safety inspection at the time of sale so as to protect consumers. Motor Vehicle Fleet Purchase Agreement(v.20200730) North America Enterprise Sales Page 4 of 6 Tesla,Inc.©2020 DocuSign Envelope ID:4265941F-A2A5-4B16-8197-494A02D8DFC7 T = S L n ENTERPRISE SALES (CANADA)REGION-SPECIFIC PROVISIONS For ONTARIO residents only: Important Information Respecting Motor Vehicle Sales Ontario Motor Vehicle Industry Council In the case of any concerns with this sale,you should first contact your motor vehicle dealer.If concerns persist,you may contact the Ontario Motor Vehicle Industry Council as the administrative authority designated for administering the Motor Vehicle Dealers Act,2002. You may be eligible for compensation from the Motor Vehicle Dealers Compensation Fund if you suffer a financial loss from this lease and if your dealer is unable or unwilling to make good on the loss. You may have additional rights at law. Contact OMVIC at 1-800-943-6002 or www.omvic.on.ca 0.51 MV1 C Ontario Motor Conseil ont en Vehicle Industry des commerce des Council vehicles automobiles CANADIAN MOTOR VEHICLE ARBITRATION PLAN NOT AVAILABLE ❑ VEHICLE SOLD"AS-IS". If the box to the left is checked,the motor vehicle sold under this contract is being sold"as-is"and is not represented as being in road worthy condition,mechanically sound or maintained at any guaranteed level of quality.The vehicle may not be fit for use as a means of transportation and may require substantial repairs at the purchaser's expense. It may not be possible to register the vehicle to be driven in its current condition. INT: DATE: SAFETY STANDARDS CERTIFICATE. A safety standards certificate is only an indication that the motor vehicle met certain basic standards of vehicle safety on the date of inspection. For BRITISH COLUMBIA residents only: Declarations:The following statements are true to the best of knowledge and belief. 1.This motor vehicle HAS NOT been used as a taxi,police or emergency vehicle,or in organized racing. 2.This motor vehicle HAS NOT been used as a lease or rental vehicle. 3.The odometer of this motor vehicle accurately records the true distance travelled by the motor vehicle. For New Motor Vehicles: 4.This new motor vehicle HAS NOT sustained damage requiring repairs costing more than 20%of the asking price of the motor vehicle. For Used Motor Vehicles: 5.This used motor vehicle HAS NOT sustained damages requiring repairs costing more than$2,000. 6.This used motor vehicle has been brought into the Province specifically for the purpose of sale. 7.This used motor vehicle has previously been registered in: 8.This used motor vehicle complies with the requirements of the Motor Vehicle Act. Motor Vehicle Fleet Purchase Agreement(v.20200730) North America Enterprise Sales Page 5 of 6 Tesla,Inc.©2020 DocuSign Envelope ID:4265941F-A2A5-4B16-8197-494A02D8DFC7 T = 5 L n ENTERPRISE SALES IN WITNESS WHEREOF,the Parties have entered into this Agreement as of the effective date first written above. br. G Buyers Signature �`� C ' Sara Ott City Manager 12/9/2021 1:21:13 P� Signature Name and Title Date G'Q_a� AA� Sloan Cinelli,Business Operations Assoc 11/30/2021 Company Signature I a l %2�.'G Tesla,Inc. Signature Name and Title Date Motor Vehicle Fleet Purchase Agreement(v.20200730) North America Enterprise Sales Page 6 of 6 Tesla,Inc.©2020