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Home My WebLink Aboutresolution.council.091-23RESOLUTION # 091 (Series of 2023) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING CONTRACT BETWEEN THE CITY OF ASPEN, COLORADO AND TESLA INC., 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 to purchase one 2023 Model Y Tesla EV-Vehicle, 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 TESLA INC., a copy of which document is annexed hereto, and does hereby authorize the City Manager of the City of Aspen to execute said document on behalf of the City of Aspen. INTRODUCED, READ ND ADOPTED by the City Council of the City of Aspen on the --day of RJMX,2023. 1 Torre, Mayor I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resoluti n ado ted by the City Council of the City of Aspen, Colorado, at a meeting hel 3. Nicole Henning, Cifmlerk DocuSign Envelope ID: DF4E3504-C956-4F3D-B96C-435BEF77E5F4 DocuSign Envelope ID: OF652774-56ES411F-945F-29E33D1DEOb0 5� 0g4� CITY OF ASPEN STANDARD FORM OF AGREEMENT CITYOFASPEN SUPPLY PROCUREMENT City of Aspen Project No.: 2023-209. AGREEMENT made as of 15 day of May, in the year 2023. BETWEEN the City: The City of Aspen c/o Sara Ott 427 Rio Grande Place Aspen, Colorado 81611 Phone: (970) 920-5055 And the Vendor: TESLA, INC. c/o Sloan Cinelli and Maria Sweitzer 45500 Fremont BLVD Fremont, CA 94538 Summary Description of Items to be Purchased: Contract Amount: Total: $52,630 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: 06/06/2023 Resolution No.: #076 One (1) Model Y 2023 Tesla vehicles. With the following vehicle configuration: Long Range All -Wheel Drive, Dual Motor All -Wheel Drive, five seat interior, all black premium interior, midnight silver metallic (1 vehicle). Exhibits appended and made a part of this Agreement: Attachment A: Purchase Order Attachment B: Vendor Quote DocuSign Envelope ID: DF4E3504-C956-4F3D-B98C-435BEF77E5F4 DocuSign Envelope ID: OF652774-56E5-011F-945F-29E33D1DEOD0 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. Deliver . (FOB 540 East Main Street, 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. 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. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable attorney's fees. 10. Waiver of Presum Lion. 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: DF4E3504-C956-4F3D-B96C-435BEF77E5F4 Docu5ign Envelope ID: OF652774-56E5-411F-945F-29E33D1DEODO 11. Certification Regarding Debarment, Suspension,_ ineligibility, and Voltmntary 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: DF4E3504-C956-4F3D-B9BC-435BEF77E5F4 DocuSign Envelope ID: OF652774-56E5-411F-945F-29E33D1DEODO 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. I a gma gn 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 Rei3resentative. 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 Sig piatures 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: DF4E3504-C956-4F3D-B98C-435BEF77E5F4 DocuSign Envelope ID: OF652774-56E5411 F-945F-29E33D1 DEODO 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: aocusigmd by. By: SAra �. Aspen City Manager 6/9/2023 1 2:55:40 PM PDT Date SUPPLIER: LOMuSlprwd W. P. Sw4,tl r By: Maria sweitzer Enterprise Business operations Associate Title 5/23/2023 1 10:44:07 AM MDT Date Approved as to form: 600uslprxd by: 32T37E14PE05487... City Attorney's Office DocuSign Envelope ID: DF4E3504-C956-4F3D-B98C-435BEF77E5F4 DocuSign Envelope ID: OF652774-56E5.411F-945F-29E33D1DEOD0 T S 5 L 'n Buyer Contact Name: City of Aspen Buyer Contact Email: linda.consuegra@aspen.gov Title Information: LESSOR ( OWNER Title Name #1: City of aspen Title Name 42: Address: 130 S. Galena St. City I State I Zip Code: Aspen, CO 81611 Tax Exemption Number': 98.04657-0000 Federal Tax ID Number: 84-6000663 ' Slate Tax Exemption doctrmentallon must match vahicfRs phyflcor de9nwy location. Stale Tax ErompNoo 00M(nems must arse me101 Pilo Name And Trfle AaWa7 S, as inputted above. Llenholder Information: Name: Address: City I State / Zip Coder ELT Number: Registration Information: Reg State and Handling. Colorado -Buyer Handling Registration Name 1: City of Aspen Registration Name 2: Aspen Police Department Address: 130 S. Galena SL Cirt/ State / Zip Code:: Aspen, CO 81611 Rn{j,s!ralion Herding - 'denotes Teals review and approval required, additpnaf raqufremlanls 9 donefas Testa cannot provide in-stafe Temporary Togs Certificate Of Origin* Shipping Information: Attention: Aspen Police Department Address: 540 E. Main St. City / State / Zip Code: Aspen, CO 81611 ' MCO /MSO wit onybe shipped It Testa cannot Its not handAV initial Vehlde Titling LIS PURCHASE ORDER (v 20220928) Purchase Order Fleet and Business Buyer PO / Unit Number: Date Submitted: Clientlnformatlon*: FOR THIRD PARTY LEASING Name: Aspen Police Department Email: linda.consuegra@aspen.gov Phone: 970-920-5400 Address: 540 E. Main St. City / State / Zip Code: Aspen, CO 81611 Federal Tax ID Number: 84-6000563 'Lessee's Information for Third PadyLeasing purchases. For Direct/ Company putchases, If these Mtds are not Completed, we wfl assume the some Inlpmtadon as rift Information Car Access Information T E S L A A P P ACCESS Name: Linde Consuegra Email'. linds.consuegra@aspen.gov Phone: 970-920-5400 Address: 540 E. Main St. City / State / Zip Code: Aspen, CO 81611 Delivery Information: Point of Contact: John Woltjer Email: john.woltjer@aspen.gov Phone: 970-2744114 Delivery Center: City of Aspen Vehicle Information: Quanlily: 1 Model: Model Y Model Year: 2023 PAGE 1 OF 2 DocuSign Envelope ID: DF4E3504-C956-4F3D-B98C-435BEF77E5F4 ,DacuSign Envelope ID: OF652774-56E6-411F-945F-29E33D1DEOD0 Gna« Q I I!r'1'.!rs , at,rrtrr.� rmrrr- r•n-rtnr� �trtnr.IT� � r-nrnm-� 1 IC&I -Tdara AWddl TS FIM 1, 1 EACTi S{f M.00 S49 B90.00 330aMIIORI TIACrW[YAnH In Owl AI««AWP �I.Indsrdftu Pt Feature Colar.buftK S EACH ! 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