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Home My WebLink Aboutresolution.council.014-23RESOLUTION #014 (Series of 2023) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND LANDSCAPE FORMS AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a contract for procurement of Pedestrian Mall and Wagner Park furniture, between the City of Aspen and Landscape Forms, a true and accurate copy of which is attached hereto as Exhibit "A"; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves that Contract for procurement of Pedestrian Mall and Wagner Park furniture, between the City of Aspen and Landscape Forms, 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 24' day of January, 2023. WT� 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, January 24, 2023. �c Nicole Henni g, City Clerk DocuSign Envelope ID: BCD35C51-F3B4-46F6-9510-E192CBDBF79A CITY OF ASPEN STANDARD FORM OF AGREEMENT CITY OF ASPEN SUPPLY PROCUREMENT City of Aspen Project No.: 2023-009 AGREEMENT made as of 3rd day of January, in the year 2023. BETWEEN the City: The City of Aspen c/o Mike Tunte 585 Cemetery Lane Aspen, Colorado 81611 Phone: (970) 920-5055 And the Vendor: Landscape Forms c/o Vivian Kovacs 7800 E. Michigan Avenue Kalamazoo, MI 49048-9543 Summary Description of Items to be Purchased: Contract Amount: Total: $123,769.92 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. Pedestrian Mall furniture including 31 Tables, 99 Chairs, and 16 Lounge Chairs Exhibits appended and made a part of this Agreement: Exhibit A: List of supplies, equipment, or materials to be purchased. DocuSign Envelope ID: BCD35C51-F3B4-46F6-9510-E192CBDBF79A The City and Vendor agree as set forth below. 1. Purcilase. 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. Del_ idea. (FOB 585 Cemetery Lane, 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. Landscape Forms standard 3-year warranty 5. Successors and Assigns. This Agreement and all of the covenants hereof shall inure to the benefit of and be binding upon the City and the Vendor respectively and their agents, representatives, employee, successors, assigns and legal representatives. Neither the City nor the Vendor shall have the right to assign, transfer or sublet its interest or obligations hereunder without the written consent of the other party. 6. Third Parties. This Agreement does not and shall not be deemed or construed to confer upon or grant to any third party or parties, except to parties to whom Vendor or City may assign this Agreement in accordance with the specific written permission, any right to claim damages or to bring any suit, action or other proceeding against either the City or Vendor because of any breach hereof or because of any of the terms, covenants, agreements or conditions herein contained. 7. Waivers. No waiver of default by either party of any of the terms, covenants or conditions hereof to be performed, kept and observed by the other party shall be construed, or operate as, a waiver of any subsequent default of any of the terms, covenants or conditions herein contained, to be performed, kept and observed by the other party. 8. Agreement 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. Attorngy's Fees. In the event that legal action is necessary to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable attorney's fees. 10. Waiver of .Presumption. This Agreement was negotiated and reviewed through the mutual efforts of the parties hereto and the parties agree that no construction shall be made or presumption shall arise for or against either party based on any alleged unequal status of the parties in the negotiation, review or drafting of the Agreement. DocuSign Envelope ID: BCD35C51-F3B4-46F6-9510-E192CBDBF79A 11. Certification Regarding Debarment, Suspension, lnelip',ibility, 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 City. The sale contemplated by this Agreement may be canceled by the City prior to acceptance by the City whenever for any reason and in its sole discretion the City shall determine that such cancellation is in its best interests and convenience. DocuSign Envelope ID: BCD35C51-F3B4-46F6-9510-E192CBDBF79A 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. Cily 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 or to modify the terms of the Agreement on behalf of the City. Any such Agreement or modification to this Agreement must be in writing and be executed by the parties hereto. 18. Authorized Representative. The undersigned representative of Vendor, as an inducement to the City to execute this Agreement, represents that he/she is an authorized representative of Vendor for the purposes of executing this Agreement and that he/she has full and complete authority to enter into this Agreement for the terms and conditions specified herein. 19. Electronic Signatures and Electronic Records This Agreement and any amendments hereto may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement binding on the Parties, notwithstanding the possible event that all Parties may not have signed the same counterpart. Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope of Work, and any other documents requiring a signature hereunder, may be signed electronically in the manner agreed to by the Parties. The Parties agree not to deny the legal effect or enforceability of the Agreement solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the form of an electronic record, or a paper copy of an electronic documents, or a paper copy of a document bearing an electronic signature, on the ground that it is an electronic record or electronic signature or that it is not in its original form or is not an original. DocuSign Envelope ID: BCD35C51-F3B4-46F6-9510-E192CBDBF79A 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: ❑ocuSig nad W. By: 5 a. + Aspen City Manager 1/25/2023 1 8:51:53 PM PST Date Approved as to form: poauSJgmd by. L-�^—FftA4hA66C4GQ t-S 9. City Attorney's Office SUPPLIER: Signed by: �ocu fmus By: Josh Powers customer service specialist Title 1/10/2023 1 2:39:01 PM MST Date DocuSign Envelope ID: BCD35C51-F3B4-46F6-9510-E192CBDBF79A Quote Date: 01 /03/2023 LF Quote#: 0000375132 PO#: Project: Aspen Pedestrian Mall (Aspen, CO) Bill To: City of Aspen Parks and Open Space ATTN: Michael Tunte 585 Cemetery Lane Aspen, CO 81611 Qty Description EXH I BIT 'A' CORPORATE 7800 E. Michigan Avenue Kalamazoo, MI 49048-9543 P: 800.521.2546 F: 269.381.3455 www.landscaperorms.com Federal I.D.# 38-1897577 FSC# NC-COC-001261 Ship To: City of Aspen Parks and Open Space ATTN: Michael Tunte 585 Cemetery Lane Aspen, CO 81611 Ship To Contact Phone:(970) 429-2029 Ship Via: Common Carrier F.O.B.: Destination CONTRACT: NCPA 07-53 When ordering please confirm: . Shipping address and contact information (name and ph#) . Billing address and contact information . Is your firm or the project tax exempt? If so, exemption certificate must accompany order . Delivery schedule: Ship immediately upon completion OR Ship On/After the date: 31 Tables Top Style: Catena Powdercoated - Solid Size: 30" Dia. Umbrella Hole: No Support/Mounting: Catena - Freestanding Table Top Color: Titanium Support Color: Titanium 99 Catena Chair Style: Catena Chair Powdercoat Color: Titanium Standard Features: Stackable 16 Americana Lounge Tablet Arm Option: No Tablet Arms Seat Color: Apple Red Powdercoat Color: Apple Red Mounting: Freestanding Bag Hanger: No Bag Hanger 24 Catena chair replacement glide. Page: 1 of 4 Unit Price Total Price $ 984.48 $ 30,518.88 $ 562.56 $ 55,693.44 $ 1,635.60 $ 26,169.60 $ 2.00 $ 48.00 Cuat# 67914 �zj SSR: Joshua Powers Rep: Vivian Kovacs, DR2 'Vry,'kl Purchaser Seller DocuSign Envelope ID: BCD35C51-F3B4-46F6-9510-E192CBDBF79A Quote Date: 01 /03/2023 LF Quote#: 0000375132 PO#: Project: Aspen Pedestrian Mall (Aspen, CO) Bill To: City of Aspen Parks and Open Space ATTN: Michael Tunte 585 Cemetery Lane Aspen, CO 81611 Qty Description CORPORATE 7800 E. Michigan Avenue Kalamazoo, MI 49048-9543 P: 800.521.2546 F: 269.381.3455 www.landscapeforms.com Federal I.D.# 38-1897577 FSC# NC-COC-001261 Ship To: City of Aspen Parks and Open Space ATTN: Michael Tunte 585 Cemetery Lane Aspen, CO 81611 Ship To Contact Phone:(970) 429-2029 Ship Via: Common Carrier F.O.B.: Destination Due to the recent increases on fuel related costs that are being seen globally, Landscape Forms has temporarily included an additional 2% surcharge on all Shipping and Handling quotes Unit Price Total Price Item Total $ 112,429.92 Shipping & Handling $ 11,340.00 Sub Total $ 123,769.92 Estimated Tax $ 0.00 Document Total $ 123,769.92 Payment Terms: Pending-Net30 Landscape Forms, Inc. reserves the right to change payment terms based on payment history as well as information obtained from commercial credit reporting agencies. • Purchaser is responsible for confirming options, materials, quantities, etc., for completeness and conformity to plans and specifications. • Changes to or cancellations of orders may incur a penalty charge of 30% or more. Special orders may not be changed or cancelled. • Studio 431 (custom) orders cannot be cancelled once purchase order is received and approved. • Studio 431 orders are subject to price increase after engineering/product development is complete and approved by designer, end user and purchaser. Modifications in price will be handled via Change Order. • All orders that include a swing product must include an executed liability waiver to be accepted and entered into production. • Only the Material Supplier Standard Limited Warranty shall apply to all product sold by Landscape Forms. No other warranties or changes to the standard warranty will be applied or accepted. • No merchandise can be returned without authorization from Landscape Forms. Returns may be subject to a disposition fee of 30-100%. • Prices based on quantities shown and quantity changes may affect price. Page: 2 of 4 Cus[ # 67914 Joshua Powers Rep: Vivian Kovacs, DR2 EEE11f,,,Nif jll" �JIIII/J �I��IWIAI IV Purchaser Seller DocuSign Envelope ID: BCD35C51-F3B4-46F6-9510-E192CBDBF79A r CORPORATE7800 Date: 01/03/2023 E. Michigan Avenue LF Quote#: 0000375132 Kalamazoo, MI 49048-9543 P: 800.521.2546 F: 269.381.3455 PO#: www.landscapeforms.com Project: Aspen Pedestrian Mall (Aspen, CO) Federal I.D.# 38-1897577FSC# NC-COC-001261 Bill To: City of Aspen Parks and Open Space Ship To: City of Aspen Parks and Open Space ATTN: Michael Tunte ATTN: Michael Tunte 585 Cemetery Lane 585 Cemetery Lane Aspen, CO 81611 Aspen, CO 81611 Ship To Contact Phone:(970) 429-2029 Ship Via: Common Carrier F.O.B.: Destination • QUOTED prices are held for 60 days. After receipt of a written ORDER, prices will be held for up to twelve months from receipt of the order. Changes in quantity or specification may affect pricing. Upfit pricing will only be held for six months after receipt of a written order. • Lighting Poles only -QUOTED prices are held for up to 30 days. ORDERS received on valid quotes for immediate release will be accepted at quoted. Orders received for a future dated release are subject to current pricing at the time of order release. • Pricing includes selection from our standard color palette. Optional colors and custom color matches are available for an additional fee and will extend lead-time. Please contact our corporate office for more information. • Fixtures for custom products are the property of Landscape Forms, Inc., and are not available for sale. • Landscape Forms is a supplier only and ships via common carrier. Customer is responsible for offloading and installing unless otherwise indicated above. • Handling fees alone will apply on third party and customer pick-up orders. • Mounting hardware is only available on a limited number of products. Please consult the installation recommendations or contact our corporate office to confirm. In the event hardware is provided, it MUST be used for proper installation. • Refer to Care and Maintenance guidelines for more detailed information and instructions. • All orders ship upon completion of fabrication. A one -week grace period may be available, after which storage fees will apply. • This Agreement contains the entire understanding between the parties. All prior communications are merged into this Agreement. The terms of this Agreement shall control any conflict between documents. • This Agreement may be signed by the parties separately and by facsimile, and together they shall be deemed one binding, original Agreement. • Purchaser shall pay all costs and expenses paid or incurred by Landscape Forms, Inc. in collecting any amounts due for goods purchased by Purchaser, including without limitation, reasonable attorneys' fees and collection costs. Balances on invoices not paid within 30 days of date of invoice, or within an alternate period of time as determined and indicated by Landscape Forms, shall incur interest at a rate of 18% per annum. Cash discounts are not offered. • Tax is estimated. Actual tax will be charged on final invoice and shall be payable by the Purchaser. U.S. customers must provide a valid sales tax exemption or resale certificate to remove liability. • To the extent purchaser supplies or modifies the standard specifications for any products, Landscape Forms, Inc. expressly disclaims all representations and warranties related to such products or their design whether express or implied except that the products shall be manufactured in accordance with purchaser's specifications. • REMITTANCE OPTIONS: For information on paying via credit card, ACH, direct bank transfer, or wire please email us at AR@landscapeforrns.com. Please note all credit card charges will be subject to a 3% surcharge. Mail payments to: Page: 3 of 4 cust # 67914 : Joshua Powers Rep Rep: Vivian Kovacs, DR2 ruN�,�U' 1VII IIY I�II'F'Jml(unllyf�Ml Purchaser Seller DocuSign Envelope ID: BCD35C51-F3B4-46F6-9510-E192CBDBF79A Quote Date: 01 /03/2023 LF Quote#: 0000375132 PO#: Project: Aspen Pedestrian Mall (Aspen, CO) Bill To: City of Aspen Parks and Open Space ATTN: Michael Tunte 585 Cemetery Lane Aspen, CO 81611 USD Checks Landscape Forms, Inc. Dept 78073 PO Box 78000 Detroit, MI 48278-0073 USA cust #. 67914 SSR! Joshua Powers Rep: Vivian Kovacs, DR2 CORPORATE 7800 E. Michigan Avenue Kalamazoo, MI 49048-9543 P: 800.521.2546 F: 269.381.3455 www.landscapeforms.com Federal I.D.# 38-1897577 FSC# NC-COC-001261 Ship To: City of Aspen Parks and Open Space ATTN: Michael Tunte 585 Cemetery Lane Aspen, CO 81611 Ship To Contact Phone:(970) 429-2029 Ship Via: Common Carrier F.O.B.: Destination CAD Cheaues Landscape Forms, Inc. PO Box 2408 Station A Toronto, Ontario M5W 2K6 CAN Page: 4 of 4 Purchaser Seller