HomeMy WebLinkAboutresolution.council.050-22 ATTACHMENT C
RESOLUTION NO. 050
SERIES OF 2022
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,APPROVING A
CONTRACT BETWEEN THE CITY OF ASPEN, COLORADO, AND AV-TECH ELECTRONICS INC. FOR
OUTFITTING 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 Outfit five (5)
vehicles from AV-Tech Electronics 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 with AV-Tech
Electronics, Inc. for outfitting five Tesla vehicles, 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 thisotay of April 2022, 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 resplutiori adopted by the City Council of the City of Aspen,
Colorado, at a meeting held April P*22.
Nicole Henning, City Clerk
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CITY OF ASPEN STANDARD FORM OF AGREEMENT -V2021 CITY OFASPEN
SUPPLY PROCUREMENT AND PROFESSIONAL SERVICES
City of Aspen Project No.:2022-059.
AGREEMENT made as of 07 day of February, in the year 2022.
BETWEEN the City:
Contract Amount:
The City of Aspen Procurement: $ '
c/o Sara Ott
427 Rio Grande Place Professional Services: $ 17,330.63
Aspen,Colorado 81611 Total: $ 67,684.27
Phone: (970)920-5055
If this Agreement requires the City to pay
And the Professional: an amount of money in excess of
$50,000.00 it shall not be deemed valid
AV-Tech Electronics, INC. until it has been approved by the City
c/o Kristen Bartholomew Council of the City of Aspen.
12851 West 43`d Drive City Council Approval:
Golden,CO 80403
Phone:303-288-0313 Date:
Resolution No.:
For the Following Project:
Upfitting 5 Tesla Vehicle for Police Department
Exhibits appended and made a part of this Agreement:
Exhibit A: List of supplies, equipment, or materials to be purchased.
Exhibit B: Scope of Work.
Exhibit C: Hourly Fee Schedule.
The City and Professional agree as set forth below.
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SUPPLY PROCUREMENT
I. Purchase. Professional agrees to sell and City agrees to purchase the supplies, equipment, or
materials as described in Exhibit A, appended hereto and by this reference incorporated
herein, for the sum of set forth above.
2. Delivery. (FOB 12851 West 43 d Golden, CO 80403 ).
3. Contract Documents. This Agreement shall include all Contract Documents as the same are
listed in the Invitation to Bid or Request for Proposals and said Contract Document are
hereby made a part of this Agreement as if fully set out at length herein.
4. Warranties. ( Service Policy with Warranty info is attached 1.
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 Professional respectively and their agents,
representatives, employee, successors, assigns and legal representatives. Neither the City nor
the Professional shall have the right to assign, transfer or sublet its interest or obligations
hereunder without the written consent of the other party.
PROFESSIONAL SERVICES
6. Scope of Work. Professional shall perform in a competent and professional manner the
Scope of Work as set forth at Exhibit B attached hereto and by this reference incorporated herein.
7. Completion. Professional shall commence Work immediately upon receipt of a written
Notice to Proceed from the City and complete all phases of the Scope of Work as expeditiously as is
consistent with professional skill and care and the orderly progress of the Work in a timely manner.
The parties anticipate that all Work pursuant to this Agreement shall be completed no later than
TBD ,with the installation and operation of all the equipment no later than
TBD Upon request of the City, Professional shall submit, for the City's
approval, a schedule for the performance of Professional's services which shall be adjusted as
required as the project proceeds, and which shall include allowances for periods of time required by
the City's project engineer for review and approval of submissions and for approvals of authorities
having jurisdiction over the project. This schedule,when approved by the City, shall not, except for
reasonable cause,be exceeded by the Professional.
8. Payment. In consideration of the work performed,City shall pay Professional on a time and
expense basis for all work performed.The hourly rates for work performed by Professional shall not
exceed those hourly rates set forth at Exhibit C appended hereto. Except as otherwise mutually
agreed to by the parties the payments made to Professional shall not initially exceed the amount set
forth above. Professional shall submit, in timely fashion, invoices for work performed. The City
shall review such invoices and, if they are considered incorrect or untimely, the City shall review
the matter with Professional within ten days from receipt of the Professional's bill.
9. Non-Assi nag bility. Both parties recognize that this Agreement is one for personal services
and cannot be transferred, assigned, or sublet by either party without prior written consent of the
other. Sub-Contracting, if authorized, shall not relieve the Professional of any of the responsibilities
or obligations under this Agreement. Professional shall be and remain solely responsible to the City
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for the acts,errors,omissions or neglect of any subcontractors' officers,agents and employees,each
of whom shall, for this purpose be deemed to be an agent or employee of the Professional to the
extent of the subcontract. The City shall not be obligated to pay or be liable for payment of any
sums due which may be due to any sub-contractor.
10. Termination of Procurement. 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.
11. Termination of Professional Services. The Professional or the City may terminate the
Professional Services component of this Agreement, without specifying the reason therefor, by
giving notice, in writing, addressed to the other party, specifying the effective date of the
termination. No fees shall be earned after the effective date of the termination. Upon any
termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models,
photographs, reports or other material prepared by the Professional pursuant to this Agreement shall
become the property of the City. Notwithstanding the above, Professional shall not be relieved of
any liability to the City for damages sustained by the City by virtue of any breach of this Agreement
by the Professional,and the City may withhold any payments to the Professional for the purposes of
set-off until such time as the exact amount of damages due the City from the Professional may be
determined.
12. Independent Contractor Status. It is expressly acknowledged and understood by the parties
that nothing contained in this agreement shall result in, or be construed as establishing an
employment relationship. Professional shall be, and shall perform as, an independent Contractor
who agrees to use his or her best efforts to provide the said services on behalf of the City. No agent,
employee, or servant of Professional shall be, or shall be deemed to be, the employee, agent or
servant of the City. City is interested only in the results obtained under this contract. The manner
and means of conducting the work are under the sole control of Professional. None of the benefits
provided by City to its employees including, but not limited to, workers' compensation insurance
and unemployment insurance, are available from City to the employees, agents or servants of
Professional. Professional shall be solely and entirely responsible for its acts and for the acts of
Professional's agents, employees, servants and subcontractors during the performance of this
contract. Professional shall indemnify City against all liability and loss in connection with, and
shall assume full responsibility for payment of all federal, state and local taxes or contributions
imposed or required under unemployment insurance, social security and income tax law, with
respect to Professional and/or Professional's employees engaged in the performance of the services
agreed to herein.
13. Indemnification. Professional agrees to indemnify and hold harmless the City, its officers,
employees, insurers, and self-insurance pool, from and against all liability, claims, and demands, on
account of injury, loss, or damage, including without limitation claims arising from bodily injury,
personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind
whatsoever,which arise out of or are in any manner connected with this contract, to the extent and
for an amount represented by the degree or percentage such injury, loss, or damage is caused in
whole or in part by, or is claimed to be caused in whole or in part by, the wrongful act, omission,
error,professional error,mistake,negligence,or other fault of the Professional, any subcontractor of
the Professional, or any officer, employee, representative, or agent of the Professional or of any
subcontractor of the Professional, or which arises out of any workmen's compensation claim of any
employee of the Professional or of any employee of any subcontractor of the Professional. The
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Professional agrees to investigate,handle,respond to,and to provide defense for and defend against,
any such liability, claims or demands at the sole expense of the Professional, or at the option of the
City, agrees to pay the City or reimburse the City for the defense costs incurred by the City in
connection with, any such liability, claims, or demands. If it is determined by the final judgment of
a court of competent jurisdiction that such injury, loss, or damage was caused in whole or in part by
the act, omission, or other fault of the City, its officers, or its employees, the City shall reimburse
the Professional for the portion of the judgment attributable to such act, omission, or other fault of
the City, its officers,or employees.
14. Professional's Insurance.
(a) Professional agrees to procure and maintain, at its own expense,a policy or policies
of insurance sufficient to insure against all liability, claims, demands, and other obligations
assumed by the Professional pursuant to Section 8 above. Such insurance shall be in
addition to any other insurance requirements imposed by this contract or by law. The
Professional shall not be relieved of any liability, claims, demands, or other obligations
assumed pursuant to Section 8 above by reason of its failure to procure or maintain
insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts,
duration, or types.
(b) Professional shall procure and maintain, and shall cause any subcontractor of the
Professional to procure and maintain, the minimum insurance coverages listed below. Such
coverages shall be procured and maintained with forms and insurance acceptable to the City.
All coverages shall be continuously maintained to cover all liability, claims, demands, and
other obligations assumed by the Professional pursuant to Section 8 above. In the case of
any claims-made policy,the necessary retroactive dates and extended reporting periods shall
be procured to maintain such continuous coverage.
(i) Worker's Compensation insurance to cover obligations imposed by
applicable laws for any employee engaged in the performance of work under this
contract, and Employers' Liability insurance with minimum limits of ONE
MILLION DOLLARS ($1,000,000.00) for each accident, ONE MILLION
DOLLARS ($1,000,000.00) disease - policy limit, and ONE MILLION DOLLARS
($1,000,000.00) disease - each employee. Evidence of qualified self-insured status
may be substituted for the Worker's Compensation requirements of this paragraph.
(ii) Commercial General Liability insurance with minimum combined single
limits of TWO MILLION DOLLARS ($2,000,000.00)each occurrence and THREE
MILLION DOLLARS ($3,000,000.00) aggregate. The policy shall be applicable to
all premises and operations. The policy shall include coverage for bodily injury,
broad form property damage (including completed operations), personal injury
(including coverage for contractual and employee acts), blanket contractual,
independent contractors, products, and completed operations. The policy shall
include coverage for explosion, collapse, and underground hazards. The policy shall
contain a severability of interests provision.
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(iii) Comprehensive Automobile Liability insurance with minimum combined
single limits for bodily injury and property damage of not less than ONE MILLION
DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS
($1,000,000.00) aggregate with respect to each Professional's owned, hired and non-
owned vehicles assigned to or used in performance of the Scope of Work. The
policy shall contain a severability of interests provision. If the Professional has no
owned automobiles, the requirements of this Section shall be met by each employee
of the Professional providing services to the City under this contract.
(iv) Professional Liability insurance with the minimum limits of ONE MILLION
DOLLARS ($1,000,000)each claim and TWO MILLION DOLLARS ($2,000,000)
aggregate.
(c) The policy or policies required above shall be endorsed to include the City and
the City's officers and employees as additional insureds.Every policy required above
shall be primary insurance, and any insurance carried by the City, its officers or
employees,or carried by or provided through any insurance pool of the City,shall be
excess and not contributory insurance to that provided by Professional. No
additional insured endorsement to the policy required above shall contain any
exclusion for bodily injury or property damage arising from completed operations.
The Professional shall be solely responsible for any deductible losses under any
policy required above.
(d) The certificate of insurance provided by the City shall be completed by the
Professional's insurance agent as evidence that policies providing the required coverages,
conditions, and minimum limits are in full force and effect, and shall be reviewed and
approved by the City prior to commencement of the contract. No other form of certificate
shall be used. The certificate shall identify this contract and shall provide that the coverages
afforded under the policies shall not be canceled, terminated or materially changed until at
least thirty(30)days prior written notice has been given to the City.
(e) Failure on the part of the Professional to procure or maintain policies providing the
required coverages, conditions, and minimum limits shall constitute a material breach of
contract upon which City may immediately terminate this contract, or at its discretion City
may procure or renew any such policy or any extended reporting period thereto and may pay
any and all premiums in connection therewith,and all monies so paid by City shall be repaid
by Professional to City upon demand, or City may offset the cost of the premiums against
monies due to Professional from City.
(0 City reserves the right to request and receive a certified copy of any policy and any
endorsement thereto.
(g) The parties hereto understand and agree that City is relying on, and does not waive or
intend to waive by any provision of this contract, the monetary limitations (presently
$150,000.00 per person and $600,000 per occurrence) or any other rights, immunities, and
protections provided by the Colorado Governmental Immunity Act, Section 24-10-101 et
seq., C.R.S., as from time to time amended, or otherwise available to City, its officers, or its
employees.
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15. City's Insurance. The parties hereto understand that the City is a member of the Colorado
Intergovernmental Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Proper-
ty/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Risk
Management Department and are available to Professional for inspection during normal business
hours. City makes no representations whatsoever with respect to specific coverages offered by
CIRSA. City shall provide Professional reasonable notice of any changes in its membership or
participation in CIRSA.
16. Completeness of Agreement. It is expressly agreed that this agreement contains the entire
undertaking of the parties relevant to the subject matter thereof and there are no verbal or written
representations, agreements, warranties or promises pertaining to the project matter thereof not
expressly incorporated in this writing.
17. Notice. Any written notices as called for herein may be hand delivered or mailed by
certified mail return receipt requested to the respective persons and/or addresses listed above.
18. 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 services under this contract.
Professional agrees to meet all of the requirements of City's municipal code, Section 15.04.570,
pertaining to non-discrimination in employment.
19. Waiver. The waiver by the City of any term,covenant,or condition hereof shall not operate
as a waiver of any subsequent breach of the same or any other term.No term,covenant,or condition
of this Agreement can be waived except by the written consent of the City, and forbearance or
indulgence by the City in any regard whatsoever shall not constitute a waiver of any term, covenant,
or condition to be performed by Professional to which the same may apply and, until complete
performance by Professional of said term, covenant or condition,the City shall be entitled to invoke
any remedy available to it under this Agreement or by law despite any such forbearance or
indulgence.
20. Execution of Agreement by City. This Agreement shall be binding upon all parties hereto
and their respective heirs, executors, administrators, successors, and assigns. Notwithstanding
anything to the contrary contained herein, this Agreement shall not be binding upon the City unless
duly executed by the Mayor of the City of Aspen (or a duly authorized official in his absence)
following a Motion or Resolution of the Council of the City of Aspen authorizing the Mayor(or a
duly authorized official in his absence)to execute the same.
21. Worker Without Authorization prohibited—CRS 58-17.5-101 & §24-76.5-101
Purpose. During the 2021 Colorado legislative session,the legislature passed House Bill 21-
1075 that amended current CRS §8-17.5-102(1), (2)(a), (2)(b) introductory portion, and
(2)(b)(III)as it relates to the employment of and contracting with a"worker without
authorization"which is defined as an individual who is unable to provide evidence that the
individual is authorized by the federal government to work in the United States. As amended,
the current law prohibits all state agencies and political subdivisions, including the Owner, from
knowingly hiring a worker without authorization to perform work under a contract, or to
knowingly contract with a Consultant who knowingly hires with a worker without authorization
to perform work under the contract. The law also requires that all contracts for services include
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certain specific language as set forth in the statutes.The following terms and conditions have
been designed to comply with the requirements of this new law.
Definitions. The following terms are defined by this reference are incorporated herein and in any
contract for services entered into with the Owner.
1. "E-verify program"means the electronic employment verification program created in Public
Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as
amended,that is jointly administered by the United States Department of Homeland Security and
the social security Administration, or its successor program.
2. 'Department program" means the employment verification program established pursuant to
Section 8-17.5-102(5)(c).
3. "Public Contract for Services" means this Agreement.
4. "Services" means the furnishing of labor,time,or effort by a Consultant or a subconsultant not
involving the delivery of a specific end product other than reports that are merely incidental to
the required performance.
5. "Worker without authorization"means an individual who is unable to provide evidence that
the individual is authorized by the federal government to work in the United States
By signing this document, Consultant certifies and represents that at this time:
1.Consultant shall confirm the employment eligibility of all employees who are newly hired for
employment to perform work under the public contract for services; and
2. Consultant has participated or attempted to participate in either the e-verify program or the
department program in order to verify that new employees are not workers without authorization.
Consultant hereby confirms that:
1.Consultant shall not knowingly employ or contract with a worker without authorization to
perform work under the Public Contract for Services.
2. Consultant shall not enter into a contract with a subconsultant that fails to certify to the
Consultant that the subconsultant shall not knowingly employ or contract with a worker without
authorization to perform work under the Public Contract for Services.
3. Consultant has confirmed the employment eligibility of all employees who are newly hired for
employment to perform work under the public contract for services through participation in
either the e-verify program or the department program.
4. Consultant shall not use the either the e-verify program or the department program procedures
to undertake pre-employment screening of job applicants while the Public Contract for Services
is being performed.
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If Consultant obtains actual knowledge that a subconsultant performing work under the Public
Contract for Services knowingly employs or contracts with a worker without authorization,
Consultant shall:
1.Notify such subconsultant and the Owner within three days that Consultant has actual
knowledge that the subconsultant is employing or subcontracting with a worker without
authorization: and
2.Terminate the subcontract with the subconsultant if within three days of receiving the notice
required pursuant to this section the subconsultant does not stop employing or contracting with
the worker without authorization; except that Consultant shall not terminate the Public Contract
for Services with the subconsultant if during such three days the subconsultant provides
information to establish that the subconsultant has not knowingly employed or contracted with a
worker without authorization.
Consultant shall comply with any reasonable request by the Colorado Department of Labor and
Employment made in the course of an investigation that the Colorado Department of Labor and
Employment undertakes or is undertaking pursuant to the authority established in Subsection 8-
17.5-102 (5), C.R.S.
If Consultant violates any provision of the Public Contract for Services pertaining to the duties
imposed by Subsection 8-17.5-102, C.R.S. the Owner may terminate this Agreement. If this
Agreement is so terminated, Consultant shall be liable for actual damages to the Owner arising
out of Consultant's violation of Subsection 8-17.5-102, C.R.S.
It is agreed that neither this agreement nor any of its terms, provisions, conditions,
representations or covenants can be modified, changed,terminated or amended,waived,
superseded or extended except by appropriate written instrument fully executed by the parties.
If any of the provisions of this agreement shall be held invalid, illegal or unenforceable it shall
not affect or impair the validity, legality or enforceability of any other provision.
22. Warranties Against Contingent Fees, Gratuities, Kickbacks and Conflicts of Interest.
(a) Professional 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 Professional for
the purpose of securing business.
(b) Professional 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.
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(c) Professional 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 Professional, 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 Professional; and
4. Recover such value from the offending parties.
23. 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 utilizing 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.
22. General Terms.
(a) It is agreed that neither this Agreement nor any of its terms, provisions, conditions,
representations or covenants can be modified, changed, terminated or amended, waived,
superseded or extended except by appropriate written instrument fully executed by the
parties.
(b) If any of the provisions of this Agreement shall be held invalid, illegal or
unenforceable it shall not affect or impair the validity, legality or enforceability of any other
provision.
(c) The parties acknowledge and understand that there are no conditions or limitations
to this understanding except those as contained herein at the time of the execution hereof
and that after execution no alteration, change or modification shall be made except upon a
writing signed by the parties.
(d) This Agreement shall be governed by the laws of the State of Colorado as from time
to time in effect.
23. 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
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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 parties hereto have executed, or caused to be executed by their duly
authorized officials, this Agreement in three copies each of which shall be deemed an original on
the date first written above.
CITY OF ,FZJ, „.QgLORADO: PROFESSIONAL:
S°1�a (� Kr�ti Bar
[Signature] [Signature]
By: Sara Ott By: Kristen Bartholomew
[Name] [Name]
Title: city Manager Title: Sales Manager
Date: 4/13/2022 1 4:18:03 PM PDT Date: 02/08/2022
Approved as to form:
C d ltw 2/11/2022 1 4:08:43 PM MST.. M
City Attorney's Office
General Conditions and Special Conditions can be found on City
of Aspen Website.
https : //www.cityofaspen.com/497/Purchasing
Agreement for Procurement and Professional Services Page 9
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