HomeMy WebLinkAboutresolution.council.105-22RESOLUTION # 105
(Series of 2022)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND STUART C. IRBY Co. 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 supply
procurement agreement for the purchase of an Innovative Switch Gear (ISG)
between the City of Aspen and Stuart C. Irby Co., 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 the supply
procurement agreement for the purchase of an Innovative Switch Gear (ISG),
between the City of Aspen and Stuart C. Irby Co., 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 13th day of September 2022.
7P-F�
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, September 13th, 2022.
f
Nicole Henni g, City Clerk
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Attachment A
CITY OF ASPEN STANDARD FORM OF AGREEMENT
SUPPLY PROCUREMENT
4 ��A �i
d
CITY OF ASPEN
City of Aspen Project No.: 2022-288.
AGREEMENT made as of 22nd day of August, in the year 2022.
BETWEEN the City:
The City of Aspen
c/o Andy Rossello
427 Rio Grande Place
Aspen, Colorado 81611
Phone: (970) 920-5055
And the Vendor:
Stuart C. Irby Co.
c/o
Scott Chenell
P.O. Box 843959
Dallas, TX 75284
Summary Description of Items to be Purchased:
Contract Amount:
Total: $209,260.00
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.
City Council Approval:
Date:
Resolution No.:
(1) of Item #1A — 5 Way Padmount Single Side Switchgear
(1) of Item #1B — SEL 751 Control Cabinet
(1) of Item # 1 C — 27 kV Potential 'Transformers
Exhibits appended and made a part of this Agreement:
Exhibit A: List of supplies, equipment, or materials to be purchased.
DocuSign Envelope ID: B4094ADD-3E15-48ED-AOE6-BF794D9AEOAA
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. Qeiiyery. (FOB 500 Dolittle Dr. Aspen, CO 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. As noted in Proposal Exhibit A
5. Successors and Assips. 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 againlst 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 parry shall be construed, or
operate as, a waiver of any subsequent default of any of the terns, 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. Attorneys 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.
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11. Certification Regarding Debarment, Suspension, Ineli ig bility, and Voluntary
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 Ci1y. 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.
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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 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 onto 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.
DocuSign Envelope ID: B4094ADD-3E15-48ED-AOE6-BF794D9AEOAA
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:
pecuSigned by:
B Platt, Fbs v'
Aspen City Manager
9/14/2022 1 10:47:21 AM MDT
Date
Approved as to form:
6ocuSlgnod by:
City Attorney s ice
SUPPLIER:
By: 5cA CWevlcl� -
Cc, iofctJo cc.ou-vt+ titavta5cr
Title
2
Date
DocuSign Envelope ID: B4094ADD-3E15-48ED-AOE6-BF794D9AEOAA
lFm,aT*N
Powering Business Worldwide
Stuart C Irby
Attn: Joseph Snodgrass
tote
Date:
CPS Proposal #:
ISG Job Reference:
Expires:
Terms:
Shipping/Freight:
Subject: City of Aspen — Puppy Smith Substation — 5-Way Switchgear
August 10, 2022
23128876
220067
September 12,2022
Net 30
FOB Origin Freight Allowed
Eaton-ISG is proposing a Padmount 5-Way switchgear solution based upon the Specification 22000102-2701 and
provided 22102-E-100-RB Rev B. Per your request, we are pleased to as follows:
Item #1— PS505066666-SOXA-AOX
Package includes:
• (1) of Item #1A — 5 Way Padmount Single Side Switchgear
• (1) of Item #113 — SEL 751 Control Cabinet
• (1) of Item #1C— 27 kV Potential Transformers
Item #1A — ISG Catalo # PS505066666-50XA — 5 Way Single Side Switch ear
• Ratings
0 27 kV ratings
16 kA symmetrical - Momentary, Make and Latch, Fault Close, and Fault Interrupting
• 25.6 kA asymmetrical - Momentary, Make and Latch, Fault Close, and Fault Interrupting
■ 41.6 kA Peak current
■ 125 kV BIL - Note: Reduced to 95 kV BIL when internal 15 kV voltage sensors are installed
• Configuration — 5 Ways
o (5) VFI protected Ways with Visible Open Isolation Point device
■ (15) 600-amp bushings
■ (5) 6-pin Trip and Status Connector
(5) 4-pin CT Connectors - one per VFI-protected Way
■ (15) Internally mounted 600:1 current transformers installed on each bushing
• (5) CT Shorting Plugs
• Switchgear Construction
o Switch tank - 304 stainless steel Sealed, Dead -front
o Single -Side Padmount enclosure with Munsell Green Powder Coat Finish
o (5) Motor Operator bracket provisions installed on each Way
o (10) Visible Open Windows
0 (15) Load -break parking stands
o Provisions for future mounting of external potential transformers on bottom of the switch tank
o %:" Diameter Grounding Rod
• Similar to Eaton-ISG Drawing # PS505066666-501A-AO2-P2 with the following modifications:
o Paint Code:
■ PO — Smooth Munsell Green 7GY3.29/1.5
o Remove:
■ Qty (2) — Motor Operators
■ Qty (1) — Potential Transformer
Cooper Power Systems — Eaton-ISG • 5069 Silver Peaks Avenue, Unit #6 • Dacono, CO 80514 • 720-440-9404 ®�
Confidential Information
DocuSign Envelope ID: B4094ADD-3E15-46ED-AOE6-BF794D9AEOAA
PAGE 2
Item #1113 — CA-201XX - SEL 751 Padmount Overcurrent Protection Control Cabinet
• Configuration
o (5) SEL 751 relay
• MOT: 751002B3B0X0XL11F21— Customer to Verify/Modify
1 Amp secondary CT inputs
■ DNP3
• LEA inputs
o Power supply / charging system
• Including 24v backup battery
0 8 Port Ethernet Switch — 8 copper / 2 Fiber ports
o (5) ABB FT1 test switch, one per VFI protected Way
■ Construction
0 304 stainless steel with utility green powder coat finish
o Padmount style door
o Heater and Thermostat
o Connectors will be located on the bottom of the control cabinet
o Cable enclosure will protect and enclose connectors to the high voltage enclosure
• Connections on control cabinet
o (5) 6-pin Connectors —Status and Trip Circuit
o (5) 4-pin Connectors — CT Inputs
o (5) 7-pin Connectors - Motor Operators — power and status
0 (1) 3-pin AC voltage inputs from PTs for control power
o (2) Cord grip for communications
• Cables
o (5) M/F cables for Source Trip and Status
0 (5) M/F cables for CT inputs
0 (2) F plug / pigtail — for 120v AC voltage input from external PT
• Similar to Eaton-ISG Drawing # CA-20105-SCH
Item #1C — 27 kV Potential Transformer
• ABB 25 kV — VIL-12S
• XXXX kV / XXXXX kV line to ground (Customer to provide)
Includes:
o Padmount cradle and bracket with horizontal facing terminations
■ Requires but not supplied:
0 200 amp Feed-throughs for 200 amp bushing wells or ETPs to be installed on back of 600-amp T-bodies on "B"
phase of both Source Ways
Item #1— ISG Catalog # PS505066666-SOXA-AOX
freight prepaid and allowed
Cooper Power Systems — Eaton-ISG • 5069 Silver Peaks Avenue, Unit #6 • Dacono, CO 80514 • 720-440-9404 ■■
Confidential Information ■
DocuSign Envelope ID: B4094ADD-3E15-48ED-AOE6-BF794D9AEOAA
PAGE
Exceptions and Clarifications to the Technical Specification
Section 1.2.A Clarification: Eaton-ISG is tested to the IEEE standard C57.12.28, C37.74, C37.60 & IEEE 386. IEEE
C37.20 and C37.58 standards for Metal Clad switchgear does not apply to Padmount equipment being
proposed.
Section 1.2.13 Exception: Eaton-ISG is not tested to any IEC standards.
switchgear.
IEC 60507 is not applicable to Eaton-ISG
Section 1.3.6.2 Exception: Section 3.3.C.5 not provided at the time of quote. Eaton-ISG switchgear is a 304 stainless
steel solution.
Section 1.3.6.4 Exception: Eaton-ISG does not have a spare parts list or any special tools to operate the switchgear.
Section 3.1.C.3 Clarification: Eaton-ISG switchgear is rated for 125 kV BIL. The rating is reduced to 95 kV BIL when
Section 3.2.0
Section 3.2.P
internal 15 kV voltage sensors are installed.
Exception: Eaton-ISG switchgear is a solid welded dead -front gear that doesn't allow for cabinet
section. This is a typical requirement for Metal -Clad or Metal -Enclosed switchgear. The utility
metering cabinet will have to be provided by others, not included in this proposal.
Exception: The utility metering enclosure will have to be provided by others, not included in this
al.
Approval Drawings: First article submittal drawings for approval will be issued within 6 weeks after receipt of
acceptable purchase order. Engineering department will assign appropriate catalog number for this switchgear
assembly at that time. Note: Drawing approvals are only required on the initial order
Note: When the order is HoldforApproval Drawing Submittal, the Approval Drawings must be returned to the
submitting sales office with a Release for Manufacture within 45 days. Should the Release for Manufacture arrive after
45 days, an escalation schedule shall be applied as follows:
■ Greater than 45 days — 2% total price escalation
• Greater than 90 days — 3% total price escalation
■ Greater than 120 days —4% total price escalation
• Greater than 150 days — Order cancelled with payment to Seller of reasonable termination charges, including progress
billings and all incurred direct manufacturing costs.
Manufacturing Lead-time: For any of the switchgear packages, standard manufacturing lead-time is 52 weeks after
receipt of signed approval drawings. and/or "release to manufacture" from our customer.
Project Benchmark Schedule: Based on the lead times presented above, and estimated placeholder for customer to
approve and return submittal drawings, below please find the estimated project schedule:
Week 0 — Receipt of acceptable purchase order
Week 6 — Submittal Drawings prepared and sent to customer for approval.
Week 8 — Customer to review, approve, sign, date and return submittal drawings. Production phase commences
Week 60 — Material is tested, packaged, and shipped
Week 61 — Material is delivered
Note: Quoted lead times are based on current factory loading and are subject to change. Project schedule may be
adjusted if Submittal Drawings & Customer Drawing Approval allocated time frames differ from above estimates.
Cooper Power Systems — Eaton-ISG • 5069 Silver Peaks Avenue, Unit #6 • Dacono, CO 80514 • 720-440-9404 ®®
Confidential Information ■
DocuSign Envelope ID: B4094ADD-3E15-48ED-AOE6-BF794D9AEOAA
PAGE 4
Pricing and lead times do not include the delays or costs associated with commodity scarcity, witness of testing or final
inspections. If required, price consideration and ship date change may be considered.
Programming Services — SEL Controls:
Eaton's ISG-SD Switchgear provides SEL Control programming services for the following:
o Auto -Transfer programming with all ATS equipment ordered
o Push buttons operation for local motor operator
o Enter test values during factory testing to verify trip functionality
Eaton's ISG-SD Switchgear does not provide SEL Control programming services for the following:
o Over -current protection settings
o SCADA mapping
Customer responsible for final Trip or other Protection settings per customer's needs
Product/Design Testing
WITNESS / INSPECTON VISIT:
Customer Witness of Routine Test/Final Inspect: $2,300.00 USD per unit, +1 week
Customer Final Inspection: $1,700.00 USD per unit, +1 week
Commercial: In the event Buyer cancels this agreement after award, Buyer may terminate upon payment to Seller of
reasonable termination charges, including progress billings and all incurred direct manufacturing costs.
Proposal Details
Terms of Sale: FOB Origin, Freight Allowed
Payment Terms: Net 30 days from invoice date
Seller shall not be responsible for any failure to perform, or delay in performance of, its obligations resulting from the
COVID-19 pandemic or any future epidemic, and Buyer shall not be entitled to any damages resulting thereof.
Pricing will be reviewed upon the announcement of any tariffs pertaining to the importation or exportation of key
components or power distribution products in their entirety.
Orders must be issued to "Cooper Power Systems, LLC" and are subject to Eaton's Terms and Conditions of Sale that are
included or have been provided previously to the buyer.
Cooper Power Systems — Eaton-ISG • 5069 Silver Peaks Avenue, Unit #6 • Dacono, CO 80514 • 720-440-9404 �■
Confidential Information
DocuSign Envelope ID: B4094ADD-3El5-48ED-AOE6-BF794D9AEOAA
Terms and Conditions
1.
(a) These terms and conditons of sale establish the nghs.
obi gations. and remedies of Buyer and Seiler that apply 4 any order issued by
Buyer for the purchase of Seder's products androe semcies (`Products'). No
additgnal or di fe-ent terms or owdaions. whether contained in Buyer's
purchase order form or in any other document or communication pertaining to
Buyers order, mil be binding on Seller unless accepted in wrung by an
authorized representatve of Seller, Sekr expressly abseus to and rejects any
add6wal or different terms and conditions. kh shall be lnelEectrve.
(b) If sellers order acknowwledgement, moice. other document. or
electronic bansrrtttal including oe attaching these terms and condition 4 found
to be an aeaeptanae of an offer, acceptance is expressly made condibotul
upon Buyers assent solely to these terms and co ndetions. and acceptwsce of
any part of Products delrvered by Seller shall be deemed to constitute such
assent by Buyer. if the order acknowledgement, invoice. other docurnem. or
eIettron:c trarhsmiltal including or an.-hohng these terms and conditions
constitutes an offer. Buyer's aoceptance of the offer is hereby imted to the
terms of the offer.
2. hriev Asvau..r T�rrne �ad_T
tor) All prho[s represent those in effect at the time of quotaton and
we subject to change without notice. Unless prices are bio or quoted as "Tian:
.;ever reserves the right to invoice at prices in effect at the date of shipment.
regardless of any prior bid and whether notice was received by Buyer. Unless
othenrnse indicated, pnees are stated in United States dollars and are
exclusve of shipping. handling, shipping irrwrance, duties, and sales. use.
excise or sm"M taxes. Expert paor any otter specW handing
requested by Sayer wR lye at $aye s expense. A sevice charge of $25 will be
assessed for any order less than S2K0. Seller fequses a mi mum $100
emergency handling charge for all orders that mqure shipment the same day
or next day.
(b) Buyer scknowtedges that the pricing of the Products has been
set based on the apreed ailocation of asks Contained in these terns and
condttons. If. notwithstanding the provisions of these terms and conditions, a
court of competent junsci:ebon determines that Buyers terms and cone cons
apply to an order, then Seller shall have the fight to either (t) modify the prices
(indudAg retmactivelp) accord:r+g to the addrbonal fever of nsk and
responstb1ty that Buyers terms and condtions require Seller to undertake: or
(ri) cancel the order any tune after such a determ "ton without liabi14 for the
termination other than for the Products already delivered on these terms and
coed tons.
(c) Unless 6:9erent credt terms have been extended to Buyer tin
writing by Seger. payment terms are net 30 days alter delivery or date of
invoit.e, whichever first occurs. in the currency nvc:ced. Sege- reserves the
right to modify or mthdravir credit terms at any :one without not oe. if Buyer
forts to WX the terms o` payment. Serer may defer further shpments to Buyer
or. at is aptlon, canoe? the unshipped portions of Buyer's orders, Buyer
agrees to pay interest on all past due mvosoes at the lesser of I S''. per armm.
compounded monthly. or the highest contractual rate allowable under the taw,
(d) Until full payment of all obligations of the Buyer for an order.
Seller reserves the tine (but not the risk of loss) to all Products lumahed under
that artier. If the Buyer defaults in payment or performance or becomes
subject to insolvency. receivership or bankruptcy proceedings or makes an
assignment for the benefit of creogors, or without the consent of Seller
voluntarily or involuntarrty sells, transfers, leases or permts any lien or
attachment on the Products. Seller may treat all amounts then or Zffeeer
owing by Buyer to be immedatety due and payable and Sevier at .is election
may repossess Products for wh th Buyer has riot pad in full. In the event of
repossession of Products under this section or under the section ent-ded
'Security ]Merest; Buyer agrees that Seer may enter the premises where the
Products may be located and remove them without rw ce and without being
liable to Buyer for such repossession. Buyer willnot set off invoiced amounts
or any porbon thereof against sums that are due or may become due from
Seler. 4s parents, af`d ates. or subvdianes. Buyer grants Seiler a security
interest in Products for which tide has passed to Buyer, products in which
Products are incorporated. and Produkts that Serer sells (including all
Products acquired hereafter from Seller. and all accessions. subsbtutons.
repiacernents. and additions, and any proceeds from sale or cspos:tbn of
Products), as security forpeffotmsanoe by $uyer of as of its paymentobl:gatrans
under these terms and Condit ons {andudag obligations regarding future
advances]. Buyer oonsents to Sellers execution of any dowrnents to evidence
and perfect the seventy interest. and agrees to execute L6e same if requested
by Seller.
3, nwts�Fry anrr R:ctr rhs_t rice
(a) UNess otherwise agreed in renting. at del Ines of Products
will be EXW (Incsterms 2000) Seller's facility. Products will be packed in
Seals standard cvrmrrieraai shipping packages. Charges for shpping May
not re!ect net transportation costs W by Seiler. Buyer sh3l remburse
Seller for all costs of storage and handtrhg incurred by Seiler after tie date that
Seller A. prepared to make shipawt_
(b) Ceivery and sh9p ig dates are approxxnate and represent
Seller's best estimate of the bme regru:red to make deWery a shipment Time
is not of the essence w.th respect to the transacbms covered by these terms
and conditions, except wth respect to Buyers obligation * make a4l related
payments. Sellers obligations under these terms ar:d tonctions rr.11 be
dependent upon Sellers ability to obtain necessary raw m3ler315 and
components. Setleer shall have the rght to make partial delrveres and to sh p
vp to foxy (40) days in advance of shipping date.
4. AW&Atal=
Acceptance shall occur. if not before. when Suyer fails to reject
within ten (10) days after deLvery of the Products. Buyer may rrgghtdumy reject
only when a reascnabI4 inspection shows that the Products fort to conform
substanoa?y to the speci5catwns .for the Products. Buyer waves any right to
revoke aoceprance. Suyees remedies tor any noncon?ormay detected after
acceptance are tmrteeCd to those expressly provided in these terms and
conditions for breach of warranty.
5. r i WLt1 WAI;U r
(a) Seller warrants to each original Buyer of Products that
Products are. at the tine of delivery to the Suyer. in good working order and
conform to Setters oMccai published spec&abans. provided that no warranty
is made with respect as any Products. Component parts. or accessories
manufactured by others but supplied by Seller.
(b) Sellers obligation under this warranty for any Product proved
riot to be as warranted within the applicable warranty period cs limited to, al its
option, reptacrig the Product refunding the purchase pace of the Product. or
using reasonable efforts to repair the Product dunng normal business hours at
any authorized servce facility of Seller. All costs of transpartxion of any
Product claimed not to be as warranted and of any repaired or replacement
Product to or from such senooe `act,ty shall be borne by Buyer,
(c) Seiler may requre the ream of any Prodrror claimed not to be
as warranted 1a one of its `acd't,es as desgnat8d by Seger. transportation
prepaid by Sayer. to establish a warn under this warranty. The cost of labor
for removing a Product and for installing a repined or replacement Product
shall be borne by Buyer. Rep?acemcnt pars prowled under the terms of th s
warranty are warranted for the rema nder of the warranty period of the
Products in which they are installed to the same extent as d such parts were
orginal components. Warranty services provided under these terms and
conditions do not assure uninterrupted operations of Products: Seller shall not
be liable for damages caused by any delays tnvoM rig warranty sere. ee.
(d) The warranty peed for Products is the shorter of twelve (1 2)
months from the date of zwallaton of eighteen (IS) months from the date of
sh',pment unless otherwise agreed by Seller tin writing
(e) EXCEPT FOR THE EXPRESS WARRANTY SET FORTH
ABOVE. SELLER PROVIDES PRODUCTS AS -IS AND MAKES NO OTHER
REPRESENTATIONS OR WARRANTIES. EXPRESS OR IMPLIED.
STATUTORY OR OTHERWISE. REGARDING THE PRODUCTS. THEIR
FITNESS FOR ANY PARTICULAR PURPOSE. THEIR MERCHANTISILMY,
THEIR QUALrTY, THEIR NONiNFRINGEMENT. OR OTHERWISE. IN NO
EVENT SHALL SELLER BE LIABLE FOR THE COST OF PROCUREMENT
OR INSTALLATION OF SUBSTITUTE GOODS.
G.
IN NO EVENT WILL SELLER BE LIABLE FOR ANY SPECIAL
DAMAGES. CONSEQUENTIAL DAMAGES, INDIRECT DAMAGES.
INCIDENTAL DAMAGES. STATUTORY DAMAGES. EXEMPLARY OR
PUNITIVE DAMAGES. LOSS OF PROFITS. LOSS OF REVENUE,
LIQUIDATED DAMAGES. OR LOSS OF USE. EVEN IF INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES. SELLER'S LIABILITY FOR DAMAGES
ARISING OUT OF OR RELATED TO A PRODUCT SHALL IN NO CASE
EXCEED THE PURCHASE PRICE: OF THE PRODUCT FROM WHICH THE
CLAIM ARISES. TO THE EXTENT PERMITTED BY APPLICABLE LAW.
THESE LIMITATIONS AND EXCLUSIONS WILL APPLY WHETHER
SELLER'S LIABILITY ARISES OR RESULTS FROM BREACH OF
CONTRACT, BREACH OF WARRANTY. TORT (INCLUDING BUT NOT
LIMITED TO NEGLIGENCE, GROSS NEGLIGENCE. MALICE. OR
WrENTtONAL CONDUCT), STRICT LIABILITY. BY OPERATION OF LAW.
OR OTHERWISE,
T.
Orders sham not be subject to cancellation or mod+ticatw ether in
whole or in part wlhout Sailers written oonsent and then only with terms that
will reimburse Seller for reasonable termination charges, including all progress
brlings and all :moored d:ect manufaicturing costs. Sellers written consent
must be given in advance of Buyers return of Products for credit. Seiler
reserves the right to canct any sale of Products without liah>£ty to Buyer
(except for refund of monies already paid). rf the manufacture or sale o! the
goads is or becomes technically or economically impractcal
.
$_ Fnrco Miirurn
Seller shall not be hable for any `allure to perform or delay in
rform:ng its oWgatoris resting diredly or inoxecuy from or contnbuted to
jr any adi5 of God. acts o. Buyer a those under Buyer's control. acts of
government or other cnrt or mJ43ry authoMes. pnomes, strikes. or other Lab&
dsputes, fires. accidents, foods. epidemics. war. riot. embargoes. delays in
transponawn. lack of or rnab::ty to obtain raw materials, componerts. labor.
fuel or suppbes, art other crcumstances beyond Sellers reasonable control
("Force Majeure Evwd'). It Seller elects. the tme for performance shall be
extended by a period of Lme equal to the time lost because of any delays
caused by reasons of a Force
Cooper Power Systems — Eaton-ISG • 5069 Silver Peaks Avenue, Unit #6 • Dacono, CO 80514 • 720-440-9404 ■.
Confidential Information ■
DocuSign Envelope ID: B4094ADD-3El5-48ED-AOE6-BF794D9AEOAA
Terms and Conditions
lilajeure Event. Should Seder be prevented tom completing Buyer's order or
any part there*` because of any Forte Maleure Ev,,nL then Buyer agrees
promptly upon request and upon receipt of invoice therefor, to pay Seller fox
any Product or Products then oompEe led.
9. &nrlc ELad ltr
Work Product' shall include. without Immtion, all designs,
dacovenes. treasons. works, devices, musks. models. work in progress.
service detrverables. inventions, products. special tooling. tamputer programs.
procedures, improvements. developments. drawings, notes, documents.
business processes. . in and materials made, cutceived or developed
by Scher alone or wilt others that result from or relate to the Products. AN
Work Product shad at its times be and remain the sole and exclusive property
of Setter. Buyer hereby agrees to irrevocably assign and transfer to Seer and
does hereby assign amid transfer to Seller all a' rtS worldwide nght. Utte and
interest in and to the Work Product i Kiudirlg an assooated auellectual property
rights. Buyer, hereby waives any and all moral and other tights in any Work
Product or any other intellectual property created. developed or acqu red in
respect of the Products. Seller wit have the sole tight to determine the
treatment of any Work Product. ii auding the rgnt to keep it as trade secret.
execute and file patent appt4awns on it. to use and disclose it without prior
patent application. to file regArabons for cop"t or trademark in its own
name or to foWw any other procedure drat Seer deems appropriate. AM tools
and equipment supplied by Buyer ,d -Seger shalt reman the sole property of
Seller.
r'RnPirlPnriZrtt]
la) Bayer may acquire knorrledgt of, Setter Confidential
Infomnaton fas defned beow) in connect*,. wah Products andior its
performance hereunder and agrees to keep Seller Con5dential Information in
confidence during and Vlowsrg termination or expiration of this Agreement.
'Seller CoMdental Infomnatiori includes but is hot limited to all nfannaton,
whether written or oral. in any form, including. without limrtatwn, amforrnabon
relat►+g to the research, development. products. methods of manufacture.
trade seaets, business plans, customers. vendors. Snarnoes. personnel data,
Work Product, arsd other material at information considered proprietary by
Seller rtLAng to the current or ant-cipaled business or affairs of Setter that is
disclosed directly or ridirectly to buyer. In addition, Seger Confdential
Information means any third panyls proprietary or oortfidential information
disclosed to Buyer in the course of prov4ing Products to Buyer,
(b) "ef agrees not to copy. after oe d;rect3y or indirectly d rsdose
any Seller Coo6dentiat Information. Additionally, Buyer agrees to t;m+t as
internal dstribution of Seller Confidential Information to $uyei s employees
who have a need to know, and to take steps to ensure that the dsseminaton
is so limled. In no event will Buyer use less than die degree of care and
means that a uses to protect its own information of like kind, but in airy event
not less than reasonable care to prevent the unauthor o d use of Seber
Confidential Information. Buyer may disclose Seller Confider" Information
I
hat is required to be disdosed pursuant to a requirement of a government
agency cc taw but only after Buyer provides prompt notice to Seller a, such
requirement and gives Seller the opportunxy to chtallenge or limit the scope of
the disclosure.
tcj BuyeriurOw agrees not to use Setter ConSdeMial Information
except in the course of performing hereunder and will not use such Seger
Confidential information for its own beneFR or for the benefit of any third ppaarrttyy
All Seller Confxsental Information is and steal remain the property of =aw
Upon Sewers written request. Buyer stall retum, transfer or assign to Seller all
Seger Confidential tnfomsat*n. iMludrry all Work Product_ and all copies
containing Seller Corifdenbal Informaton.
tit. Patin! Inrfamnry
In the event any Product a made in accordance with drawings,
samples or manufactunng specrfications designated by Buye•. Buyer agrees to
ir,demi defend, and hold Seller harmless from any and all damages, costs
and expenses x+cldng ahaney's fees) relating to any claim arising from or
relatty to the =;. dntnbuaon. nwnviacture. markeormg, sale. or use of zie
Product or arising from or relating to a arm that such Product furnisrsed to
Buyer by Seller. or the use thereat. infrnmges arty dawn of any patent. foreign o
domestic. and Buyer agrees at its am expense to undertake the defense of
any suit against Seller brought upon such claim cc dams.
1Z. !'hen^.c in Pr ,.n! riac�n nr LLa�1lrar�lrcs
Seller shall have die right: to dwa ge, discostt:nue or rnod'ly the
desa p and constnsction of any of its products and to substitute material equal
to or superior to that originally spetAed.
7$. S�.1rZG51:
Software, if included wrdm a Product, is hereby Lcensed wd not
sold. The incense is nonexdusue. and is hooted to use with time Produc: wide
which it is included. No otfter use is perntted and .feller retains for itself (or. d
applicable. ifs suppliers) all tide and ownership to any software delivered
hereunder. all of which contains confrdemial and pfopneury nformaton and
which ownership includes without limitation ail rights in patents. copyrghts.
trademarks and trade seeress. Buyer shod not attempt any sale. trrnsler.
subtrcense, reverse compilation or disassennpy (save to the extent expressly
permased by Law) or redisuibuwn of ire software. Buyer shah not copy.
dsclose ordisptay any such software. or otherwise make it available to other's.
14a with I -zwc
Buyyeer shall "in* with all laws and requU 1;OnS 3WI4364- to
Products inrhudng all appSrabSe =port and ex part laws and regulamns.Buyer
and Buyer's Agent shall provide all information requested by Sere* relatng to
Se3ier's voluntary or mandatory compliance wrth any Law or regutatcn, and
Buyer shall indemnify Seller for any losses incurred by Seller arising from
Buyers or Buyer's Agent's failure to provide the information requested by
Seller.
is. Wxivpr
No waiver of any peovsion of these temp and conditions (or any
right or default hereunder) shall be effective unless in wrung and signed by an
authomed representative Seller. Any such waver shall be effed:ve only for
the instance given, and shall not operate as a wavefwn respect to any otref
rights or obt+gabons under these terms and cons tuns or applicable L'rvr m
connection with any other instances or circumstances.
Is. LAWAWM
The parties have expressly required that these terms and
conditions beprepared m the English language. Les panes aux presences orrt
expressernent exege que les presents termes et les bons de wmmandes
imisaux temnes des presentes orient ridgiis en langue AngLase
Except as set forth below. fhese temrrs and COW ibons shad be
governed by and construed in accordance wdr toe Saws of the State of Texas,
without reference to its OKm* of taw rules. if both Seder stdBuyer are
incorporated under the laws of Canada or a province of Canada -these terms
and condibons " be ovemed by and construed in amordame with the
laws of the Province of Ontw* and the sederal lawsof Canada. If Buyer is
mcrporated in the Unwed States. any claim or Irt3gatm arising oaf of Or
relating to Products shall be brought exelusrvely in a cart of corrtpetFmt
l.� sdicoon in gams County. Texas. if Buyer is r4orporated outside of the
Unwed States, any dspute care be resolved by arbitration in Houston. Texas, by
three arbitrators and under the Intematonai Chamber of Corrtmeroe Rules of
Art aration. The Language of die arbifjoon will be English. In all cases. Buye-
and Seer expressly exclude from app5=,*n the Vn:red Nations Convention
on Contra= $or the Intem abonal Sale of Goods.
is. eacinanvnr
Buyer may not assign, transfer or subcontract the performa ce of
its services. or any o: its rghts andror obiigations hereunder. without Sefier's
prior written consent.
1s. SMMEAbLLIZIE
tf any provision of these terms and conditions is deterrm:neci to be
deg A. invalid. or unenforceable, the validity and onforwabmlity of the rema-T-9
provisions of these terms and cond0ons. wg not be affected and, in lieu of
such illegal, invalid. or unenforceable provision. there wil be added. as pan of
these temps and condi6oms, one or more provisions as similar in terms as may
be legal, vald and enforceable under applicable law. CPS 11012017
Cooper Power Systems — Eaton-ISG • 5069 Silver Peaks Avenue, Unit #6 • Dacono, CO 80514 • 720-440-9404 ■■
Confidential Information
DocuSign Envelope ID: B4094ADD-3E15-48ED-AOE6-BF794D9AEOAA
Staff has reviewed the design of the City of Aspen Substation Replacement Project and has 90% design
drawings complete. The Switchgear design has investigated two products, Innovative Switch Gear (ISG)
and Vista Switch Gear. Both the devices the design team specified have automation and remote -control
capability. Staff believes the ISG is a superior device for the specific application and proposes sole
sourcing this product for the Substation Replacement project. ISG switchgear has a footprint
comparable to the current installation and should not require additional earthwork, screening, or
topographical modifications to accommodate its installation. The ISG is a solid-state device utilizing
dielectric insulation and no insulating oil or gas. The ISG also has integrated relays that allow for remote
monitoring and operation. These relays are integrated into the design and not "add-ons" or options.
Staff research indicates ISG is at the forefront of integration with software manufacturers and works
agnostically with SCADA and modeling software providers. The company's goal is to deliver data in
whatever format is most convenient to the Utility. Additionally, ISG offers on -site training, and an
included 2-year maintenance and service contract at no additional costs.. The City's Design consultant,
Atwell; was convinced ISG is a superior device for our application. Staff is not aware of any other
products that meet these important requirements and goals for this project.
DocuSign Envelope ID: B4094ADD-3E15-48ED-AOE6-BF794D9AEOAA
ROUTING SLIP Revision 12/08/2021
q
CITY OF ASPEN
Project Information
r— —
i Project Name
Project Number
Capital Project Number
Project Manager
Department _
Estimated Cost
Budgeted Amount
Account Codes
ROUTING SLIP
Purchase of Eaton-ISG Innovative Switch Gear
�ULt—LLStS
51309
Andy Rossello, P.E.
Utilities
$209,260.00
$225,000
431.323.81200.5 7540.51309
Project Description
Give clear description of the The Purchase of an Eaton-ISG Innovative Switchgear to replace existing
project, work to be done, or switches and reclosers at Puppy Smith Substation.
items purchased
Vendor Selection Process
Describe how vendor was Sole Source (See attached)
selected
Contract Value
Sole Source & State Bid Dept. Head
Signature
Procurement Officer
Signature
City Attorney �^
SignatuI
1
City Manager
Signature
Resolution: Meeting Date &
Number
(Required for Contracts
$50,000 +)
52:36 AM MC
�872-3M72--T0:51:10 AM
8/23/2022 1 12:5 :21 PM MDT
8/23/2022 1 4:2 :45 PM PDT
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