HomeMy WebLinkAboutresolution.council.120-24RESOLUTION # 120
(Series of 2024)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A SUPPLY PROCUREMENT PROFESSIONAL
SERVICES CONTRACT BETWEEN THE CITY OF ASPEN AND CIMCO
REFRIGERATION, AND 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 Professional Services Agreement between the City of Aspen and
CIMCO Refrigeration, 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 Supply
Procurement Professional Services Agreement between the City of Aspen and
CIMCO Refrigeration, 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 24th day of September, 2024.
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 Counci
th
l
of the City of Aspen, Colorado, at a meeting held, September 24, 2024.
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CITY OF ASPEN STANDARD FORM OF AGREEMENT
CITY
, R�1I
SUPPLY PROCUREMENT AND PROFESSIONAL SERVICES
City of Aspen Project No.: 2024-388
AGREEMENT made as of 16th day of September, in the year 2024.
BETWEEN the City:
The City of Aspen
c/o Sara Ott
427 Rio Grande Place
Aspen, Colorado 81611
Phone: (970) 920-5055
And the Professional:
CIMCO Refrigeration
c/o Randy Theen
2502 Commercial Park Drive
Mobile, Alabama 36606
303-659-8618
rtheen(a,toromont.com
For the Following Project:
Lewis Ice Arena Evaporative Condenser Replacement
Contract Amount:
Procurement:
Professional Services
Total:
$59,102.00
$38,450.00
$97,552.00
If this Agreement requires the City to pay
an amount of money in excess of
$1005000.00 it shall not be deemed valid
untiI it has been approved by the City
Council of the City of Aspen.
City Council Approval:
Date: N/A
Resolution No.: N/A
Exhibits appended and made a part of this Agreement:
Exhibit A: List of supplies, equipment, or materials to be purchased, Scope of Work, and
Fee Schedule
Exhibit Be Sourcewell CIMCO contract number #120320
The City and Professional agree as set forth below.
ional ices
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SUPPLY PROCUREMENT
1. 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.
CO 81611)
ion Center Lewis Ice
>61 Maroon Creek Rc
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. (See Exhibit A).
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.
6. Scope of Work. Professional shall perform in a competent and professional manner the
Scope of Work as set forth at Exhibit A 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 ail 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 December 14, 20249 with the installation and operation of all the equipment no later than
December 14, 2024. 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 A 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.
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9. Non-Assi ng ability. 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
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 maybe 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,d loss, or damage is causein
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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
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 mom 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
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(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.
(i11) 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.
(f j City reserves the right to request and receive a certified copy of any policy and any
endorsement thereto.
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(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 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.
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.
1 S. 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.
Any business that enters into a contract for goods or services with the City of Aspen or any of its
boards, agencies, or departments shall.
(a) Implement an employment nondiscrimination policy prohibiting discrimination in
hiring, discharging, promoting or demoting, matters of compensation, or any other
employment -related decision or benefit on account of actual or perceived race,
color, religion, national origin, gender, physical or mental disability, age, military
status, sexual orientation, gender identity, gender expression, or marital or familial
status.
(b) Not discriminate in the performance of the contract on account of actual or
perceived race, color, religion, national origin, gender, physical or mental
disability, age, military status, sexual orientation, gender identity, gender
expression, or marital or familial status.
The foregoing provisions shall be incorporated in all subcontracts hereunder.
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
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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 A;reement bYjy. This Agreement shall be binding upon ail 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 City Manager of the City of Aspen (or a duly authorized official in the City
Manager's absence) and if above $100,000, following a Motion or Resolution of the Council of the
City of Aspen authorizing the City Manager (or other duly authorized official in the City Manager's
absence) to execute the same.
21.
ties Against Contingent F
hies, Kickbacks and Conflicts of Interes
(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.
(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.
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22. 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.
23. General Terms.
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.
24. Additional Provisions. In addition to those provisions set forth herein and in the Contract
Documents, the parties hereto agree as follows:
[ ] No additional provisions are adopted.
[X] See attached Exhibit A and B.
25. 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.
26. The Professional in performing the Services hereunder must comply with all applicable
provisions of Colorado laws for persons with disability, including the provisions of §§24-85-101,
et seq., C.R.S., and the Rules Establishing Technology Accessibility Standards, as established by
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the Office Of Information Technology pursuant to Section §24-85- 103(2.5) and found at 8 CUR
150141. Services rendered hereunder that use information and communication technology, as
the term is defined in Colorado law, including but not limited to websites, applications,
software, videos, and electronic documents must also comply with the latest version of Level AA
of the Web Content Accessibility Guidelines (WCAG), currently version 2.1. To confirm that
the information and communication technology used, created, developed, or procured in
connection with the Services hereunder meets these standards, Professional may be required to
demonstrate compliance. The Professional shall indemnify the CITY pursuant to the
Indemnification section above in relation to the Professional's failure to comply with §§2445-
101, et seq., C.R.S., or the Technology Accessibility Standards for Individuals with a Disability
as established by the Office of Information Technology pursuant to Section §24-85-103(2.5).
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 ASP�N CQLORADO:
r— ocu$igne by:
Sara G. Ott
By:
[Name]
Title: City Manager
Date: 9/26/2024 � 8:33:39 AM PDT
Approved as to form:
Signed by:
City Attorneys Office
PROFESSIONAL:
By:
Title:
—DocuSigned by:
.7effrey Hinson
[Name]
vice President us
Date: 9/16/2024 � 4:13:42 PM PDT
Agreement for Procurement and Professional Services Page 8
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Quote NoTMG240089
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CITY OF ASPEN
ASPEN
CO
Brad Fite
Facilities Manager
CIMCO is pleased to provide pricing for a Parts Only New Condenser (LIA) at the CITY OF ASPEN.
Parts Proposal
Name Price QTY Subtotal
BAC Model VC1-135 Evaporative Condensing Unit
With Stainless Steel Basin
$59,102.00 1 $59,102.00
Subtotal $59,102.00
Tax $0.00
Total $59,102.00
Pricing
CIMCO Price: $59,102.00 USD (All Taxes Extra)
Price Based with Stainless basin. If standard basin is requested, please deduct $4,280.00 from price.
Prices are valid for 15 days from the date of quotation.
Taxes not included.
Standard Terms & Conditions apply.
Tax & Freight Extra
30% down payment is required for pricing exceeding $20,000
Exclusions
•All necessary labor
•Any material or work not clearly stated within the scope of work will be the responsibility of the owner.
Exhibit A
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Quote NoTMG240089
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Purchase Escalations:
To be determined based on calculation method below
Commodity Statement: Due to extreme fluctuations in the metal market, CIMCO Refrigeration proposals are subject to review and acceptance at the
time of order placement. Should there be any change in material or equipment cost to CIMCO Refrigeration due to metal market fluctuations, a metal
surcharge shall apply to the quoted price. CIMCO Refrigeration will notify you at the time of order placement for your approval.
Cost Escalation Calculation Method:
To address material price fluctuations between the date of bid opening and the date that the construction begins, we will use an appropriate price
index to track the cost of materials and adjust the price point of the contract to meet the cost of materials at the time construction commences.
Multiplying the current Materials Price by the rate increase and decrease of "Producer Price Index by Commodity: Special Indexes: Construction
Material" from December 1, 2021 to December 31, 2023, using the most recently available reports prior to such dates. The "Producer Price Index by
Commodity: Special Indexes: Construction Materials" is published by the Federal Reserve Bank of St Louis and may be accessed electronically at
https://fred.stlouisfed.org/series/WPUSI012011.
To address equipment price escalations between the date of bid and the date construction begins, the equipment cost shall be adjusted equal to the
suppliers price increases to CIMCO Refrigeration.
To address subcontractors price escalations between the date of bid and the date construction begins, the subcontractors cost shall be adjusted
equal to the subcontractors price increases to CIMCO Refrigeration.
Agreement
The information contained in this proposal constitutes the terms between CIMCO Refrigeration, a division of Toromont Industries and
the clientCITY OF ASPEN.
All prices agreed upon will be honored by both parties. Continued services after that time will require a new agreement.
Billing and Payment Terms. CIMCO will invoice CITY OF ASPEN as per the terms of this agreement, and CITY OF ASPEN will pay
each such invoice within thirty (30) days after the date thereof. Invoices not paid within such thirty (30) day period will accumulate
interest as per the terms and conditions of this agreement.
Authorized Signature: The undersigned agrees to the terms of this contract on behalf of the organization or business
Signature of Client: Date:
Name:
Title:
Purchase Order :
Please send all PO’s to cimcocustomerpoteam@toromont.com
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Quote NoTMG240089
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TERMS AND CONDITIONS
SUBJECT TO WRITTEN APPROVAL BY A DULY AUTHORISED OFFICER OF CIMCO REFRIGERATION (THE "VENDOR"), THIS QUOTATION, IF ACCEPTED IN WRITING BY THE PURCHASER,
SHALL CONSTITUTE A BINDING CONDITIONAL CONTRACT OF SALE AS OF THE DATE OF THE PURCHASER'S ACCEPTANCE OR AS OF THE DATE OF THE VENDOR'S APPROVAL,
WHICHEVER IS LATER.THIS QUOTATION IS INVALID IF NOT ACCEPTED BY THE PURCHASER WITHIN THIRTY DAYS OF THE DATE OF QUOTATION.
1. TITLE
(a) The title and ownership to and in the materials, equipment and other goods sold here
under (the “goods”) shall remain with the Vendor until payment in full of the Contract Price and
any additional amounts payable to the Vendor pursuant to sections 2 and 10 of these Terms
and Conditions. The Vendor hereby reserves, and the Purchaser hereby grants to the Vendor, a
security interest in and to the goods, and the proceeds thereof, to secure the said payment and
all of the other obligations of the Purchaser. At the option of the Vendor, the Purchaser will join
with the Vendor in executing, in a form satisfactory to the Vendor, one or more financing
statements or similar instruments pursuant to any applicable personal property security
legislation. The Purchaser hereby authorizes the Vendor to file one or more such statements or
instruments signed by the Vendor alone as the secured party. If the goods are to become
affixed to real properly, the Purchaser represents that a true and correct description of such real
property and that the name of the registered owner thereof are as indicated on Page 1 of this
Quotation/Contract.
(b) In the event of default by the Purchaser under the terms of payment of this contract, the
full amount of the Contract Price, less any payments previously made, shall become due and
payable, and the Vendor or its agent shall have the right to enter upon the premises and
remove the goods, and to dispose of them as the Vendor may determine. If the proceeds from
such disposal, less any related expenses, including but not limited to costs of seizure, removal
and sale, and legal costs (including reasonable attorneys’ fees and expenses) connected
therewith (the “net proceeds"), are not sufficient to cover the amount in default, the Purchaser
shall be liable to the Vendor for such deficiency. If the net proceeds exceed the amount in
default such excess shall be returned to the Purchaser, and the Vendor shall not be liable
further whether in respect of completion, performance, warranty or other contract terms.
(c) The Purchaser hereby waives all rights and claims against the Vendor in the event that
the circumstances provided for in section 1 (b) arise, except for the express right of recovery of
excess net proceeds as provided in that section.
(d) The Purchaser hereby waives the provisions of any Conditional Sales Act or other
applicable legislation which limits the Vendor's rights to seize the security provided for herein,
and to sue for any deficiency. The Purchaser expressly confers upon the Vendor the rights to
seize and sell the goods and to recover from the Purchaser, by action on the covenant, the
principal, interest and other moneys from time to time owing under this contract.
(e) Until the Contract Price has been paid in full, the Purchaser will not sell or agree to sell,
or mortgage, charge or dispose of, or intentionally injure the goods or remove them from the
place of initial installation.
2. PRICE ADJUSTMENTS
(a) The Purchaser shall pay all taxes, duties, levies and other charges assessed against or in
respect of the goods, except those taxes, duties, levies and other charges expressly included in
the Contract Price.
(b) If any taxes, duties, levies, or other charges shown to be included in the Contract Price
are increased subsequent to the Date of Quotation, and increase the Vendor's costs here
under, such increase shall be paid by the Purchaser to the Vendor.
(c) The Contract Price quoted herein is based on prices, costs and conditions prevailing at
the Date of Quotation. Unless otherwise specified, if the estimated delivery and / or installation
date is more than six months from the date of the contract, and if prior to shipment or
installation there is an increase in the Vendor's costs due to increases in labor rates, cost of
materials, suppliers' prices, foreign exchange, storage charges, or freight rates, such increase
shall be paid to the Vendor by the Purchaser.
(d) If delivery or installation is delayed by the Purchaser, or by anyone under the Purchaser's
control, for more than two months after the time estimated, any increase in those categories of
the Vendor's costs listed in section 2(c) shall be paid to the Vendor by the Purchaser.
(e) All payments by the Purchaser to the Vendor under section 2 shall be in addition to the
Contract Price and shall be paid at the time the final payment under the contract is due.
3. LIABILITY
The Vendor shall not be liable for any losses, injuries, expenses or damages, whether direct,
indirect, special, incidental, consequential or punitive, arising out of the goods, or the
installation, operation, or failure of operation of the goods or related systems even if caused by
the Vendor’s negligence.
4. DELIVERY AND INSTALLATION
Delivery and installation times and dates are approximate and are subject to extension for delays
caused by fire, strike, lockout, labor dispute, civil or military authority, riot, embargo, car shortage,
wrecks or delays in transportation, Acts of God, late delivery or non-delivery by the Vendor's
suppliers, changes in the scope of the work as provided in section 9 of these Terms and
Conditions, or other causes beyond the reasonable control of the Vendor, and the Vendor shall not
be liable for any losses or damages resulting from any such causes. Acceptance of the work shall
be a waiver by the Purchaser of all claims for damages for delay from any cause whatsoever.
5. RESPONSIBILITY AND INSURANCE
(a) In respect of goods sold F.O.B. point of origin, the Vendor shall deliver the goods in good
condition to a common carrier or to the Purchaser at the Vendor's shipping point, and thereupon all
risks of loss or damage thereto shall pass to the Purchaser.
(b) In respect of goods sold F.O.B. job site or sold with installation, all risks of loss or damage
shall pass to the Purchaser upon receipt of the goods at the job site or at the Purchaser's
designated delivery point.
(c) The Purchaser shall insure the goods against loss or damage from fire, theft, malicious
damage or other causes as and from the time the Purchaser becomes responsible for the goods
pursuant to sections 4(a) and 4(b) of these Terms and Conditions. The face value of the insurance
policy shall be in an amount not less than the Contract Price. Any loss under such insurance policy
shall be made payable to the Vendor as its interest may appear until the Contract Price shall be
paid in full.
(d) Upon the request of the Vendor, the Purchaser shall provide an insurance certificate as
evidence of the compliance with section 4(c) of these Terms and Conditions.
6. COST ESCALATION
Contractor and Owner acknowledge and agree that at the time of execution of this project
agreement, it is unknown whether prior estimates for performance of the Work will be impacted by
further development of the design, changed market conditions, availability of labor, equipment
and/or materials or other conditions which materially differ from those existing at the time prior
estimates were received. Contractor agrees to make diligent and best efforts to mitigate any cost or
schedule impacts arising out of these changed conditions. However, subject to such mitigation
obligations of the Contractor, Owner agrees that Contractor shall be entitled to an equitable
adjustment of the Contract Sum and/or, if applicable, the Contract Time due to the following non-
exhaustive list of possible events or circumstances: (1) a Subcontractor will not honor its prior
estimate, (2) commodity price escalation and/or commodity delivery date impacts due to the length
of time between a Subcontractor providing its estimate and subcontract award, (3) general
conditions cost impacts due to anticipated completion dates at the time of Subcontractor’s estimate
differing from completion dates anticipated at time subcontract award, (4) commodity price
escalation and/or delivery date impacts due to Subcontractor inability to obtain firm pricing or
delivery date commitments from any supplier at or near time of subcontract award; or (5) cost of
on-site or off-site material storage capacity to enable early receipt of certain materials when early
procurement of such materials can be achieved for avoidance of price escalation or to secure
availability so that the project schedule can be maintained.
7. TERMS OF PAYMENT
At the discretion of CIMCO, a late charge of 2% per month on all overdue amounts will be
assessed on all invoices not paid within 30 days from the date of invoice. In addition, Customer
agrees to pay Cimco a reasonable attorney’s fee and all costs and expenses incurred in collecting
amounts due Cimco hereunder following default by the Customer.
Docusign Envelope ID: 5597EC29-C08A-43CF-BFC0-16DCFE7DD359
Quote NoTMG240089
[Send.Date]
8. WARRANTY
UNLESS OTHERWISE SPECIFIED IN THIS QUOTATION/CONTRACT, THE VENDOR
WARRANTS THE GOODS AND INSTALLATION SOLD HERE UNDER AGAINST ORIGINAL
DEFECTS IN MANUFACTURE AND WORKMANSHIP FOR A PERIOD OF ninety (90) days
FROM COMPLETION AS DEFINED IN SECTION 9 OF THESE TERMS AND CONDITIONS.
THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, STATUTORY OR
OTHERWISE, EXPRESS OR IMPLIED, INCLUDING FOR MERCHANT ABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. THE TERMS OF THE VENDOR'S WARRANTY
ARE AS FOLLOWS:
(a) In respect of goods sold without installation, the Vendor's sole liability shall be to repair or
replace, at the Vendor's option, F.O.B. point of manufacture, any defective goods or parts
thereof.
(b) In respect of goods sold with installation, the Vendor's sole liability shall be to repair or
replace, at the Vendor's option, any defective goods or parts thereof or any defective
workmanship. The Vendor shall be responsible for all of its costs in connection therewith other
than the out-of-pocket expenses incurred by the Vendor's employees and agents travelling from
the Vendor's nearest place of business to the job site and charges for labor performed after
normal working hours at the request of the Purchaser, which latter expenses and charges shall
be for the account of the Purchaser.
(c) The Vendor warrants goods not of the Vendor's manufacture only to the extent to which
the Vendor is able to enforce a claim for liability against the manufacturer thereof.
(d) The Purchaser shall promptly give written notice to the Vendor after the discovery of an
apparent defect.
(e) As a condition precedent to any liability by the Vendor here under, the Purchaser shall
use, operate and maintain the goods and related systems in a careful, prudent, and reasonable
manner, and in conformity with the Vendor's and / or the manufacturers' instructions.
(f) the foregoing constitutes the purchaser’s exclusive remedy and the vendor's sole liability
arising out of the design, manufacture, sale, installation, or use of the goods.
(g) This warranty shall be void if the Purchaser is in default under the terms of payment of
this contract.
9. CHANGE IN SCOPE OF WORK
If the Purchaser requests a change in the scope of the work under this Quotation/Contract, the
Vendor will submit a Contract Revision to the Purchaser which shall set forth the proposed
changes in the work, and if the proposed changes result in an addition to or a deduction from
the Contract Price, the Contract Revision shall set forth the amount of such addition or
deduction. A Contract Revision shall not be binding or enforceable unless accepted in writing by
the Purchaser and approved in writing by a duly authorized officer of the Vendor. Upon such
acceptance and approval, the Contract Revision shall become part of the contract and, except
when in consistent therewith, shall be subject to all its provisions.
10. COMPLETION AND ACCEPTANCE OF WORK
(a) In respect of goods sold without installation, "Completion" shall be deemed to occur
when risk of loss of the goods passes to the Purchaser in accordance with section 4 of these
Terms and Conditions.
(b) In respect of goods sold with installation, and unless otherwise defined in this
Quotation/Contract, 'Completion" shall be deemed to occur when any one of the following
events takes place:
i. The Purchaser signs an acceptance certificate;
ii. The Vendor has installed and, where applicable, successfully tested the installation;
iii. The Purchaser commences regular use of the goods correlated systems;
iv. An independent expert, mutually acceptable to the Purchaser and the Vendor,
certifies that the work has been completed.
(v) The Vendor shall have the right to subcontract all or any part of the installation work
to others;
(vi) The Vendor shall have the right to start installation immediately after delivery of the
Goods to the installation site, and if the start of installation work is delayed beyond 30
days after such delivery, the full amount of the price and all charges hereunder, less any
portion thereof separately specified as installation charges, shall at the option of the
Vendor become immediately due and payable;
(vii) Unless requested by the Purchaser and agreed to by the Vendor, no Saturday,
Sunday, holiday or other overtime labor will be provided in connection with installation
work, and if provided, all premium wage costs incurred shall be added to the invoice as a
separate charge to be paid by the the Purchaser
(c) Nothing in subsections (a) or (b) shall relieve the Vendor from its obligation to honor the
warranty provisions contained herein.
(d) The occurrence of any one of the events described in section 9(b)(i), (iii) and (iv) shall
constitute acceptance of the work.
11. BONDS
Performance bonds and material and labor payment bonds will be provided by the Vendor upon
request. Unless the Contract Price expressly includes the cost of such bonds, the Purchaser, in
addition to the Contract Price, shall pay the cost of such bonds to the Vendor at the time of the
receipt thereof by the Purchaser.
12. MISCELLANEOUS
(a) This Quotation and any resulting contract shall be governed, enforced and construed in
accordance with the laws of the Province/State of CO without regard to that province's/state’s rules
governing conflict of laws.
(b) All rights and remedies of the Vendor under this contract and under applicable law shall be
cumulative and may be exercised successively or concurrently, in any order, and on more than one
occasion. The election by Vendor to exercise one remedy shall not preclude it from thereafter
exercising one or more other remedies.
(c) The Purchaser agrees to pay, in addition to the other amounts payable to Vendor under the
contract, all costs and expenses, including reasonable attorneys’ fees, incurred by the Vendor in
enforcing this contract, exercising its rights here under or collecting or attempting to collect all
amounts due the Vendor here under following default by the Purchaser in the payment or
performance of its obligations here under, including those incurred in connection with any
bankruptcy, insolvency, liquidation, reorganization or similar proceeding involving the Purchaser.
(d) Any assignment or attempted assignment of this contract, in whole or in part, without the prior
written consent of the Vendor shall be void. The Vendor may assign any of its rights, liabilities or
obligations arising out of this contract without prior notice to the Purchaser and without the
Purchaser’s written consent except that the Vendor may not assign its warranty obligations without
the Purchaser’s written consent.
(e) If any provision of this contract is unenforceable, such unenforceability shall not affect the
remaining terms, which shall be enforced, if the same can be done, without regard to the
unenforceable provision.
(f) The headings to the paragraphs of this contract are provided for ease of reference only and
shall not be construed to vary or limit the terms thereof.
THIS QUOTATION/CONTRACT CONTAINS THE COMPLETE AGREEMENT BETWEEN THE
PURCHASER AND THE VENDOR, AND SUPERSEDES ALL PRIOR ORAL OR WRITTEN
REPRESENTATIONS, PROMISES, AGREEMENTS OR UNDERSTANDINGS WITH RESPECT
TO THE SUBJECT MATTER HEREOF.NO REPRESENTATION, PROMISE, AGREEMENT OR
UNDERSTANDING ENTERED INTO OR MADE SUBSEQUENT TO THE DATE OF THE
CONTRACT WHICH VARIES OR MODIFIES THE PROVISIONS OF THIS CONTRACT SHALL
BE BINDING ON THE VENDOR UNLESS CONVEYED IN WRITING AND EXECUTED BY THE
DULY AUTHORISED OFFICER OF THE VENDOR EXECUTING THIS QUOTATION/CONTRACT.
Docusign Envelope ID: 5597EC29-C08A-43CF-BFC0-16DCFE7DD359
Proposal for
CITY OF ASPEN
Replace Customer Supplied BAC
Condenser at LIA
Prepared By:
Travis McGannon
tmcgannon@toromont.com
Prepared For:
Brad Fite,
861 MARRON CREEK RD
ASPEN, CO 81611
brad.fite@cityofaspen.com
August 08, 2024
Docusign Envelope ID: 5597EC29-C08A-43CF-BFC0-16DCFE7DD359
Quote NoTMG240090
State License #: AL-14413, AK-132635, AZ-49/286898, AR-L1897, CA-C2878062, CO-F/29, CT-392937D/1, DE2008601746,
FL-CAC13444, ID-030225, KY-2608, LA-17947, MI-7118722, MS-07671, NB-39252, NV-NV20061507262, NC-3819CIT, ND-
38857, SC-M109079, TN-28943, TX-TACA0085274R, WA-602623259, WV-23901084, WI-1079165
August 08, 2024
About CIMCO:
CIMCO Refrigeration is North America’s largest supplier of thermal solutions, providing
full-service capabilities including design, engineering, installation and after-market
service. CIMCO operates through 29 locations across Canada and the United States.
CIMCO is pleased to provide pricing for a Replace Customer Supplied BAC Condenser at LIA at CITY OF ASPEN.
Safety
CIMCO Refrigeration places safety ahead of cost or schedule. As part of this commitment, the team performs a preliminary safety
assessment prior to work commencement. CIMCO Refrigeration will ensure adequate safety procedures, PPE and associated cost are
accounted for in the services required.
• Elevated work will occur with the use of ladders and scissor
lifts
• Rigging and lifting of heavy equipment over 15 feet
• Cutting and welding – Hot Work fire watch
• Charging of ammonia
• Working around moving equipment
• Leading edge work that will occur on the roof
• Ammonia handling/transfer
• Line breaks
• Electrical disconnect/reconnect
• Scissor lift operation
• Boom lift operation
• Scaffolding
• Crane & Rigging
Scope of Work
• Cimco to provide parts and labor to complete the following.
• Travel and expenses to and from site. (Must be complete prior to mid November or additional charges may apply)
• Shut Lewis Ice Arena off, lock out condenser.
• Pump out, and cut out existing condenser
• Customer to supply crane and rigging services to remove existing condenser, disposal of unit and setting of new
evaporative condenser sections.
• Any delays due to crane scheduling errors may result in additional charges
• Set new customer supplied condenser.
• Pipe both ammonia and water lines back to existing system.
• Terminate existing electrical to new customer supplied condenser.
• Pressure test system, evacuate and start system.
• Add any customer supplied ammonia that may be needed to replace what was lost in evacuation.
• Prime and paint any new pipe or welds made to prevent corrosion.
• Turn plant over to Aspen maintenance team.
• Service Mechanics will follow all appropriate site specific safety requirements
• Cimco makes no guarantee on ability to keep or maintain ice sheet during repairs planned for 24 hours.
Docusign Envelope ID: 5597EC29-C08A-43CF-BFC0-16DCFE7DD359
Quote NoTMG240090
State License #: AL-14413, AK-132635, AZ-49/286898, AR-L1897, CA-C2878062, CO-F/29, CT-392937D/1, DE2008601746,
FL-CAC13444, ID-030225, KY-2608, LA-17947, MI-7118722, MS-07671, NB-39252, NV-NV20061507262, NC-3819CIT, ND-
38857, SC-M109079, TN-28943, TX-TACA0085274R, WA-602623259, WV-23901084, WI-1079165
August 08, 2024
Pricing
CIMCO Price: $38,450.00 (All Taxes & Freight Extra)
Prices are valid for 15 days from the date of quotation.
Standard Terms & Conditions apply.
S ourcewell Breakdown:
A s per CIMCO agreement with Sourcewell, CIMCO has applied all discounts as part of the stipulated agreement. For this job,
CIMCO discounted the labor by 35% from our National Street rate. The other discounts for design engineering and CIMCO
manufacture products does not apply to this scope of work.
Project is being purchased through the following cooperative purchasing agreement:
Sourcewell City Of Aspen Contract number (To be provided)
Sourcewell CIMCO contract number #120320-CIM Effective 10/08/2021 - 01/08/2025
Exclusions
• All work required outside of CIMCO regular working hours requested or required by owner.
• Cutting/patching/sealing within building to allow for the passage of piping and conduit.
• Modification or installation of any required bases, pads, stands, seismic or other required supports for equipment
• All costs associated with opening, modifying, and repairing the building to allow for the placement and final operation of the
CIMCO supplied equipment or piping.
• Additional refrigerant charge, top up of oil, inhibitors or other fluids.
• All costs associated with faulty isolation valves during pump out.
• Any programming or integration with new or existing control system unless otherwise stated.
• It is understood that CIMCO will use professional care in performing the above services and shall not be liable for failure to
other components associated with this work.
• Disposal or abatement of existing refrigerant, water, asbestos, equipment, material, or any other substance not mentioned
including any environmental testing or verification that may be required to complete scope of work.
• Any material or work not clearly stated within the scope of work will be the responsibility of the owner.
• Non Destructive Testing (NDT) of welds are excluded unless specifically stated above.
Docusign Envelope ID: 5597EC29-C08A-43CF-BFC0-16DCFE7DD359
Quote NoTMG240090
State License #: AL-14413, AK-132635, AZ-49/286898, AR-L1897, CA-C2878062, CO-F/29, CT-392937D/1, DE2008601746,
FL-CAC13444, ID-030225, KY-2608, LA-17947, MI-7118722, MS-07671, NB-39252, NV-NV20061507262, NC-3819CIT, ND-
38857, SC-M109079, TN-28943, TX-TACA0085274R, WA-602623259, WV-23901084, WI-1079165
August 08, 2024
Purchase Escalations:
Contractor and Owner acknowledge and agree that at the time of execution of this project agreement, it is unknown whether prior estimates for
performance of the Work will be impacted by further development of the design, changed market conditions, availability of labor, equipment and/or
materials or other conditions which materially differ from those existing at the time prior estimates were received. Contractor agrees to make
diligent and best efforts to mitigate any cost or schedule impacts arising out of these changed conditions. However, subject to such mitigation
obligations of the Contractor, Owner agrees that Contractor shall be entitled to an equitable adjustment of the Contract Sum and/or, if applicable,
the Contract Time due to the following non-exhaustive list of possible events or circumstances: (1) a Subcontractor will not honor its prior estimate,
(2) commodity price escalation and/or commodity delivery date impacts due to the length of time between a Subcontractor providing its estimate
and subcontract award, (3) general conditions cost impacts due to anticipated completion dates at the time of Subcontractor’s estimate differing
from completion dates anticipated at time subcontract award, (4) commodity price escalation and/or delivery date impacts due to Subcontractor
inability to obtain firm pricing or delivery date commitments from any supplier at or near time of subcontract award; or (5) cost of on-site or off-site
material storage capacity to enable early receipt of certain materials when early procurement of such materials can be achieved for avoidance of
price escalation or to secure availability so that the project schedule can be maintained.
Agreement
The information contained in this proposal constitutes the terms between CIMCO Refrigeration, a division of Toromont Industries and
the clientCITY OF ASPEN.
All prices agreed upon will be honored by both parties. Continued services after that time will require a new agreement.
Billing and Payment Terms. CIMCO will invoice CITY OF ASPEN as per the terms of this agreement, and CITY OF ASPEN will pay
each such invoice within thirty (30) days after the date thereof. Invoices not paid within such thirty (30) day period will accumulate
interest as per the terms and conditions of this agreement.
Authorized Signature: The undersigned agrees to the terms of this contract on behalf of the organization or business
Signature of Client: Date:
Name:
Title:
Purchase Order :
Docusign Envelope ID: 5597EC29-C08A-43CF-BFC0-16DCFE7DD359
Quote NoTMG240090
State License #: AL-14413, AK-132635, AZ-49/286898, AR-L1897, CA-C2878062, CO-F/29, CT-392937D/1, DE2008601746,
FL-CAC13444, ID-030225, KY-2608, LA-17947, MI-7118722, MS-07671, NB-39252, NV-NV20061507262, NC-3819CIT, ND-
38857, SC-M109079, TN-28943, TX-TACA0085274R, WA-602623259, WV-23901084, WI-1079165
August 08, 2024
TERMS AND CONDITIONS
SUBJECT TO WRITTEN APPROVAL BY A DULY AUTHORISED OFFICER OF CIMCO REFRIGERATION (THE "VENDOR"), THIS QUOTATION, IF ACCEPTED IN WRITING BY THE PURCHASER,
SHALL CONSTITUTE A BINDING CONDITIONAL CONTRACT OF SALE AS OF THE DATE OF THE PURCHASER'S ACCEPTANCE OR AS OF THE DATE OF THE VENDOR'S APPROVAL,
WHICHEVER IS LATER.THIS QUOTATION IS INVALID IF NOT ACCEPTED BY THE PURCHASER WITHIN THIRTY DAYS OF THE DATE OF QUOTATION.
1. TITLE
(a) The title and ownership to and in the materials, equipment and other goods sold here
under (the “goods”) shall remain with the Vendor until payment in full of the Contract Price and
any additional amounts payable to the Vendor pursuant to sections 2 and 10 of these Terms
and Conditions. The Vendor hereby reserves, and the Purchaser hereby grants to the Vendor, a
security interest in and to the goods, and the proceeds thereof, to secure the said payment and
all of the other obligations of the Purchaser. At the option of the Vendor, the Purchaser will join
with the Vendor in executing, in a form satisfactory to the Vendor, one or more financing
statements or similar instruments pursuant to any applicable personal property security
legislation. The Purchaser hereby authorizes the Vendor to file one or more such statements or
instruments signed by the Vendor alone as the secured party. If the goods are to become
affixed to real properly, the Purchaser represents that a true and correct description of such real
property and that the name of the registered owner thereof are as indicated on Page 1 of this
Quotation/Contract.
(b) In the event of default by the Purchaser under the terms of payment of this contract, the
full amount of the Contract Price, less any payments previously made, shall become due and
payable, and the Vendor or its agent shall have the right to enter upon the premises and
remove the goods, and to dispose of them as the Vendor may determine. If the proceeds from
such disposal, less any related expenses, including but not limited to costs of seizure, removal
and sale, and legal costs (including reasonable attorneys’ fees and expenses) connected
therewith (the “net proceeds"), are not sufficient to cover the amount in default, the Purchaser
shall be liable to the Vendor for such deficiency. If the net proceeds exceed the amount in
default such excess shall be returned to the Purchaser, and the Vendor shall not be liable
further whether in respect of completion, performance, warranty or other contract terms.
(c) The Purchaser hereby waives all rights and claims against the Vendor in the event that
the circumstances provided for in section 1 (b) arise, except for the express right of recovery of
excess net proceeds as provided in that section.
(d) The Purchaser hereby waives the provisions of any Conditional Sales Act or other
applicable legislation which limits the Vendor's rights to seize the security provided for herein,
and to sue for any deficiency. The Purchaser expressly confers upon the Vendor the rights to
seize and sell the goods and to recover from the Purchaser, by action on the covenant, the
principal, interest and other moneys from time to time owing under this contract.
(e) Until the Contract Price has been paid in full, the Purchaser will not sell or agree to sell,
or mortgage, charge or dispose of, or intentionally injure the goods or remove them from the
place of initial installation.
2. PRICE ADJUSTMENTS
(a) The Purchaser shall pay all taxes, duties, levies and other charges assessed against or in
respect of the goods, except those taxes, duties, levies and other charges expressly included in
the Contract Price.
(b) If any taxes, duties, levies, or other charges shown to be included in the Contract Price
are increased subsequent to the Date of Quotation, and increase the Vendor's costs here
under, such increase shall be paid by the Purchaser to the Vendor.
(c) The Contract Price quoted herein is based on prices, costs and conditions prevailing at
the Date of Quotation. Unless otherwise specified, if the estimated delivery and / or installation
date is more than six months from the date of the contract, and if prior to shipment or
installation there is an increase in the Vendor's costs due to increases in labor rates, cost of
materials, suppliers' prices, foreign exchange, storage charges, or freight rates, such increase
shall be paid to the Vendor by the Purchaser.
(d) If delivery or installation is delayed by the Purchaser, or by anyone under the Purchaser's
control, for more than two months after the time estimated, any increase in those categories of
the Vendor's costs listed in section 2(c) shall be paid to the Vendor by the Purchaser.
(e) All payments by the Purchaser to the Vendor under section 2 shall be in addition to the
Contract Price and shall be paid at the time the final payment under the contract is due.
3. LIABILITY
The Vendor shall not be liable for any losses, injuries, expenses or damages, whether direct,
indirect, special, incidental, consequential or punitive, arising out of the goods, or the
installation, operation, or failure of operation of the goods or related systems even if caused by
the Vendor’s negligence.
4. DELIVERY AND INSTALLATION
Delivery and installation times and dates are approximate and are subject to extension for delays
caused by fire, strike, lockout, labor dispute, civil or military authority, riot, embargo, car shortage,
wrecks or delays in transportation, Acts of God, late delivery or non-delivery by the Vendor's
suppliers, changes in the scope of the work as provided in section 9 of these Terms and
Conditions, or other causes beyond the reasonable control of the Vendor, and the Vendor shall not
be liable for any losses or damages resulting from any such causes. Acceptance of the work shall
be a waiver by the Purchaser of all claims for damages for delay from any cause whatsoever.
5. RESPONSIBILITY AND INSURANCE
(a) In respect of goods sold F.O.B. point of origin, the Vendor shall deliver the goods in good
condition to a common carrier or to the Purchaser at the Vendor's shipping point, and thereupon all
risks of loss or damage thereto shall pass to the Purchaser.
(b) In respect of goods sold F.O.B. job site or sold with installation, all risks of loss or damage
shall pass to the Purchaser upon receipt of the goods at the job site or at the Purchaser's
designated delivery point.
(c) The Purchaser shall insure the goods against loss or damage from fire, theft, malicious
damage or other causes as and from the time the Purchaser becomes responsible for the goods
pursuant to sections 4(a) and 4(b) of these Terms and Conditions. The face value of the insurance
policy shall be in an amount not less than the Contract Price. Any loss under such insurance policy
shall be made payable to the Vendor as its interest may appear until the Contract Price shall be
paid in full.
(d) Upon the request of the Vendor, the Purchaser shall provide an insurance certificate as
evidence of the compliance with section 4(c) of these Terms and Conditions.
6. COST ESCALATION
Contractor and Owner acknowledge and agree that at the time of execution of this project
agreement, it is unknown whether prior estimates for performance of the Work will be impacted by
further development of the design, changed market conditions, availability of labor, equipment
and/or materials or other conditions which materially differ from those existing at the time prior
estimates were received. Contractor agrees to make diligent and best efforts to mitigate any cost or
schedule impacts arising out of these changed conditions. However, subject to such mitigation
obligations of the Contractor, Owner agrees that Contractor shall be entitled to an equitable
adjustment of the Contract Sum and/or, if applicable, the Contract Time due to the following non-
exhaustive list of possible events or circumstances: (1) a Subcontractor will not honor its prior
estimate, (2) commodity price escalation and/or commodity delivery date impacts due to the length
of time between a Subcontractor providing its estimate and subcontract award, (3) general
conditions cost impacts due to anticipated completion dates at the time of Subcontractor’s estimate
differing from completion dates anticipated at time subcontract award, (4) commodity price
escalation and/or delivery date impacts due to Subcontractor inability to obtain firm pricing or
delivery date commitments from any supplier at or near time of subcontract award; or (5) cost of
on-site or off-site material storage capacity to enable early receipt of certain materials when early
procurement of such materials can be achieved for avoidance of price escalation or to secure
availability so that the project schedule can be maintained.
7. TERMS OF PAYMENT
At the discretion of CIMCO, a late charge of 2% per month on all overdue amounts will be
assessed on all invoices not paid within 30 days from the date of invoice. In addition, Customer
agrees to pay Cimco a reasonable attorney’s fee and all costs and expenses incurred in collecting
amounts due Cimco hereunder following default by the Customer.
Docusign Envelope ID: 5597EC29-C08A-43CF-BFC0-16DCFE7DD359
Quote NoTMG240090
State License #: AL-14413, AK-132635, AZ-49/286898, AR-L1897, CA-C2878062, CO-F/29, CT-392937D/1, DE2008601746,
FL-CAC13444, ID-030225, KY-2608, LA-17947, MI-7118722, MS-07671, NB-39252, NV-NV20061507262, NC-3819CIT, ND-
38857, SC-M109079, TN-28943, TX-TACA0085274R, WA-602623259, WV-23901084, WI-1079165
August 08, 2024
8. WARRANTY
UNLESS OTHERWISE SPECIFIED IN THIS QUOTATION/CONTRACT, THE VENDOR
WARRANTS THE GOODS AND INSTALLATION SOLD HERE UNDER AGAINST ORIGINAL
DEFECTS IN MANUFACTURE AND WORKMANSHIP FOR A PERIOD OF ninety (90) days
FROM COMPLETION AS DEFINED IN SECTION 9 OF THESE TERMS AND CONDITIONS.
THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, STATUTORY OR
OTHERWISE, EXPRESS OR IMPLIED, INCLUDING FOR MERCHANT ABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. THE TERMS OF THE VENDOR'S WARRANTY
ARE AS FOLLOWS:
(a) In respect of goods sold without installation, the Vendor's sole liability shall be to repair or
replace, at the Vendor's option, F.O.B. point of manufacture, any defective goods or parts
thereof.
(b) In respect of goods sold with installation, the Vendor's sole liability shall be to repair or
replace, at the Vendor's option, any defective goods or parts thereof or any defective
workmanship. The Vendor shall be responsible for all of its costs in connection therewith other
than the out-of-pocket expenses incurred by the Vendor's employees and agents travelling from
the Vendor's nearest place of business to the job site and charges for labor performed after
normal working hours at the request of the Purchaser, which latter expenses and charges shall
be for the account of the Purchaser.
(c) The Vendor warrants goods not of the Vendor's manufacture only to the extent to which
the Vendor is able to enforce a claim for liability against the manufacturer thereof.
(d) The Purchaser shall promptly give written notice to the Vendor after the discovery of an
apparent defect.
(e) As a condition precedent to any liability by the Vendor here under, the Purchaser shall
use, operate and maintain the goods and related systems in a careful, prudent, and reasonable
manner, and in conformity with the Vendor's and / or the manufacturers' instructions.
(f) the foregoing constitutes the purchaser’s exclusive remedy and the vendor's sole liability
arising out of the design, manufacture, sale, installation, or use of the goods.
(g) This warranty shall be void if the Purchaser is in default under the terms of payment of
this contract.
9. CHANGE IN SCOPE OF WORK
If the Purchaser requests a change in the scope of the work under this Quotation/Contract, the
Vendor will submit a Contract Revision to the Purchaser which shall set forth the proposed
changes in the work, and if the proposed changes result in an addition to or a deduction from
the Contract Price, the Contract Revision shall set forth the amount of such addition or
deduction. A Contract Revision shall not be binding or enforceable unless accepted in writing by
the Purchaser and approved in writing by a duly authorized officer of the Vendor. Upon such
acceptance and approval, the Contract Revision shall become part of the contract and, except
when in consistent therewith, shall be subject to all its provisions.
10. COMPLETION AND ACCEPTANCE OF WORK
(a) In respect of goods sold without installation, "Completion" shall be deemed to occur
when risk of loss of the goods passes to the Purchaser in accordance with section 4 of these
Terms and Conditions.
(b) In respect of goods sold with installation, and unless otherwise defined in this
Quotation/Contract, 'Completion" shall be deemed to occur when any one of the following
events takes place:
i. The Purchaser signs an acceptance certificate;
ii. The Vendor has installed and, where applicable, successfully tested the installation;
iii. The Purchaser commences regular use of the goods correlated systems;
iv. An independent expert, mutually acceptable to the Purchaser and the Vendor,
certifies that the work has been completed.
(v) The Vendor shall have the right to subcontract all or any part of the installation work
to others;
(vi) The Vendor shall have the right to start installation immediately after delivery of the
Goods to the installation site, and if the start of installation work is delayed beyond 30
days after such delivery, the full amount of the price and all charges hereunder, less any
portion thereof separately specified as installation charges, shall at the option of the
Vendor become immediately due and payable;
(vii) Unless requested by the Purchaser and agreed to by the Vendor, no Saturday,
Sunday, holiday or other overtime labor will be provided in connection with installation
work, and if provided, all premium wage costs incurred shall be added to the invoice as a
separate charge to be paid by the the Purchaser
(c) Nothing in subsections (a) or (b) shall relieve the Vendor from its obligation to honor the
warranty provisions contained herein.
(d) The occurrence of any one of the events described in section 9(b)(i), (iii) and (iv) shall
constitute acceptance of the work.
11. BONDS
Performance bonds and material and labor payment bonds will be provided by the Vendor upon
request. Unless the Contract Price expressly includes the cost of such bonds, the Purchaser, in
addition to the Contract Price, shall pay the cost of such bonds to the Vendor at the time of the
receipt thereof by the Purchaser.
12. MISCELLANEOUS
(a) This Quotation and any resulting contract shall be governed, enforced and construed in
accordance with the laws of the Province/State of CO without regard to that province's/state’s rules
governing conflict of laws.
(b) All rights and remedies of the Vendor under this contract and under applicable law shall be
cumulative and may be exercised successively or concurrently, in any order, and on more than one
occasion. The election by Vendor to exercise one remedy shall not preclude it from thereafter
exercising one or more other remedies.
(c) The Purchaser agrees to pay, in addition to the other amounts payable to Vendor under the
contract, all costs and expenses, including reasonable attorneys’ fees, incurred by the Vendor in
enforcing this contract, exercising its rights here under or collecting or attempting to collect all
amounts due the Vendor here under following default by the Purchaser in the payment or
performance of its obligations here under, including those incurred in connection with any
bankruptcy, insolvency, liquidation, reorganization or similar proceeding involving the Purchaser.
(d) Any assignment or attempted assignment of this contract, in whole or in part, without the prior
written consent of the Vendor shall be void. The Vendor may assign any of its rights, liabilities or
obligations arising out of this contract without prior notice to the Purchaser and without the
Purchaser’s written consent except that the Vendor may not assign its warranty obligations without
the Purchaser’s written consent.
(e) If any provision of this contract is unenforceable, such unenforceability shall not affect the
remaining terms, which shall be enforced, if the same can be done, without regard to the
unenforceable provision.
(f) The headings to the paragraphs of this contract are provided for ease of reference only and
shall not be construed to vary or limit the terms thereof.
THIS QUOTATION/CONTRACT CONTAINS THE COMPLETE AGREEMENT BETWEEN THE
PURCHASER AND THE VENDOR, AND SUPERSEDES ALL PRIOR ORAL OR WRITTEN
REPRESENTATIONS, PROMISES, AGREEMENTS OR UNDERSTANDINGS WITH RESPECT
TO THE SUBJECT MATTER HEREOF.NO REPRESENTATION, PROMISE, AGREEMENT OR
UNDERSTANDING ENTERED INTO OR MADE SUBSEQUENT TO THE DATE OF THE
CONTRACT WHICH VARIES OR MODIFIES THE PROVISIONS OF THIS CONTRACT SHALL
BE BINDING ON THE VENDOR UNLESS CONVEYED IN WRITING AND EXECUTED BY THE
DULY AUTHORISED OFFICER OF THE VENDOR EXECUTING THIS QUOTATION/CONTRACT.
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Solicitation Number: 120320
CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN
56479 (Sourcewell) and CIMCO Refrigeration, a Division of Toromont Industries Ltd., 65 Villiers
Street, Toronto, ON M5A 3S1 (Vendor).
Sourcewell is a State of Minnesota local government agency and service cooperative created
under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers
cooperative procurement solutions to government entities. Participation is open to federal,
state/province, and municipal governmental entities, higher education, K-12 education,
nonprofit, tribal government, and other public entities located in the United States and Canada.
Sourcewell issued a public solicitation for Ice Rink and Arena Equipment with Related Supplies
and Services from which Vendor was awarded a contract.
Vendor desires to contract with Sourcewell to provide equipment, products, or services to
Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts
(Participating Entities).
1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.
B. EXPIRATION DATE AND EXTENSION. This Contract expires January 8, 2025, unless it is
cancelled sooner pursuant to Article 22. This Contract may be extended up to one additional
one-year period upon request of Sourcewell and with written agreement by Vendor.
C. SURVIVAL OF TERMS. Articles 11 through 14 survive the expiration or cancellation of this
Contract.
2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or
Services as stated in its Proposal submitted under the Solicitation Number listed above.
Vendor’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated
into this Contract.
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All Equipment and Products provided under this Contract must be new/current model. Vendor
may offer close-out or refurbished Equipment or Products if they are clearly indicated in
Vendor’s product and pricing list. Unless agreed to by the Participating Entities in advance,
Equipment or Products must be delivered as operational to the Participating Entity’s site.
This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated,
sales and sales volume are not guaranteed.
B. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free
from liens and encumbrances, and are free from defects in design, materials, and workmanship.
In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will
perform in accordance with the ordinary use for which they are intended. Vendor’s dealers and
distributors must agree to assist the Participating Entity in reaching a resolution in any dispute
over warranty terms with the manufacturer. Any manufacturer’s warranty that is effective past
the expiration of the Vendor’s warranty will be passed on to the Participating Entity.
C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will
make available to Sourcewell a means to validate or authenticate Vendor’s authorized dealers,
distributors, and/or resellers relative to the Equipment, Products, and Services related to this
Contract. This list may be updated from time-to-time and is incorporated into this Contract by
reference. It is the Vendor’s responsibility to ensure Sourcewell receives the most current
version of this list.
3. PRICING
All Equipment, Products, or Services under this Contract will be priced as stated in Vendor’s
Proposal.
When providing pricing quotes to Participating Entities, all pricing quoted must reflect a
Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered
Equipment, Products, and Services that are operational for their intended purpose, and
includes all costs to the Participating Entity’s requested delivery location.
Regardless of the payment method chosen by the Participating Entity, the total cost associated
with any purchase option of the Equipment, Products, or Services must always be disclosed in
the pricing quote to the applicable Participating Entity at the time of purchase.
A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly
packaged. Damaged Equipment and Products may be rejected. If the damage is not readily
apparent at the time of delivery, Vendor must permit the Equipment and Products to be
returned within a reasonable time at no cost to Sourcewell or its Participating Entities.
Participating Entities reserve the right to inspect the Equipment and Products at a reasonable
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time after delivery where circumstances or conditions prevent effective inspection of the
Equipment and Products at the time of delivery.
Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive
in a defective or inoperable condition.
Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally
delivers substandard or inferior Equipment or Products. In the event of the delivery of
nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon
as possible and the Vendor will replace nonconforming Equipment and Products with
conforming Equipment and Products that are acceptable to the Participating Entity.
B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid tax-
exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax-
exempt entity.
C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection
of Equipment, Products, or Services at discounts greater than those listed in the Contract.
When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to
Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed
from the Hot List at any time through a Sourcewell Price and Product Change Form as defined
in Article 4 below.
Hot List program and pricing may also be used to discount and liquidate close-out and
discontinued Equipment and Products as long as those close-out and discontinued items are
clearly identified as such. Current ordering process and administrative fees apply. Hot List
Pricing must be published and made available to all Participating Entities.
4. PRODUCT AND PRICING CHANGE REQUESTS
Vendor may request Equipment, Product, or Service changes, additions, or deletions at any
time. All requests must be made in writing by submitting a signed Sourcewell Price and Product
Change Request Form to the assigned Sourcewell Contract Administrator. This form is available
from the assigned Sourcewell Contract Administrator. At a minimum, the request must:
x Identify the applicable Sourcewell contract number;
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change;
x Individually list all Equipment, Products, or Services affected by the requested change,
along with the requested change (e.g., addition, deletion, price change); and
x Include a complete restatement of pricing documentation in Microsoft Excel with the
effective date of the modified pricing, or product addition or deletion. The new pricing
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restatement must include all Equipment, Products, and Services offered, even for those
items where pricing remains unchanged.
A fully executed Sourcewell Price and Product Request Form will become an amendment
to this Contract and be incorporated by reference.
5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS
A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and
nonprofit entities across the United States and Canada; such as federal, state/province,
municipal, K-12 and higher education, tribal government, and other public entities.
The benefits of this Contract should be available to all Participating Entities that can legally
access the Equipment, Products, or Services under this Contract. A Participating Entity’s
authority to access this Contract is determined through its cooperative purchasing, interlocal,
or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service
Member of Sourcewell during such time of access. Vendor understands that a Participating
Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating
Entities reserve the right to obtain like Equipment, Products, or Services from any other source.
Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use
eligibility requirements and documentation and will encourage potential participating entities
to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its
roster during the term of this Contract.
B. PUBLIC FACILITIES. Vendor’s employees may be required to perform work at government-
owned facilities, including schools. Vendor’s employees and agents must conduct themselves in
a professional manner while on the premises, and in accordance with Participating Entity
policies and procedures, and all applicable laws.
6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under
this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this
Contract; however, order flow and procedure will be developed jointly between Sourcewell and
Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating
Entity issues a purchase order, it may use its own forms, but the purchase order should clearly
note the applicable Sourcewell contract number. All Participating Entity orders under this
Contract must be issued prior to expiration of this Contract; however, Vendor performance,
Participating Entity payment, and any applicable warranty periods or other Vendor or
Participating Entity obligations may extend beyond the term of this Contract.
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Vendor’s acceptable forms of payment are included in Attachment A. Participating Entities will
be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of
any Participating Entity.
B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and
conditions to a purchase order, or other required transaction documentation, may be
negotiated between a Participating Entity and Vendor, such as job or industry-specific
requirements, legal requirements (e.g., affirmative action or immigration status requirements),
or specific local policy requirements. Some Participating Entitles may require the use of a
Participating Addendum; the terms of which will be worked out directly between the
Participating Entity and the Vendor. Any negotiated additional terms and conditions must
never be less favorable to the Participating Entity than what is contained in this Contract.
C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires
service or specialized performance requirements (such as e-commerce specifications,
specialized delivery requirements, or other specifications and requirements) not addressed in
this Contract, the Participating Entity and the Vendor may enter into a separate, standalone
agreement, apart from this Contract. Sourcewell, including its agents and employees, will not
be made a party to a claim for breach of such agreement.
D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or
in part, immediately upon notice to Vendor in the event of any of the following events:
1. The Participating Entity fails to receive funding or appropriation from its governing body
at levels sufficient to pay for the goods to be purchased;
2. Federal, state, or provincial laws or regulations prohibit the purchase or change the
Participating Entity’s requirements; or
3. Vendor commits any material breach of this Contract or the additional terms agreed to
between the Vendor and a Participating Entity.
E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a
Participating Entity’s order will be determined by the Participating Entity making the purchase.
7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to
Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is
changed. The Account Representative will be responsible for:
x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and
x Business reviews to Sourcewell and Participating Entities, if applicable.
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B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with
Sourcewell per contract year. The business review will cover sales to Participating Entities,
pricing and contract terms, administrative fees, supply issues, customer issues, and any other
necessary information.
8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT
A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract
sales activity report (Report) to the Sourcewell Contract Administrator assigned to this
Contract. A Report must be provided regardless of the number or amount of sales during that
quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made).
The Report must contain the following fields:
x Customer Name (e.g., City of Staples Highway Department);
x Customer Physical Street Address;
x Customer City;
x Customer State/Province;
x Customer Zip Code;
x Customer Contact Name;
x Customer Contact Email Address;
x Customer Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number;
x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Vendor.
B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell,
the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and
Services provided to Participating Entities. The Administrative Fee must be included in, and not
added to, the pricing. Vendor may not charge Participating Entities more than the contracted
price to offset the Administrative Fee.
The Vendor will submit payment to Sourcewell for the percentage of administrative fee stated
in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased
by Participating Entities under this Contract during each calendar quarter. Payments should
note the Vendor’s name and Sourcewell-assigned contract number in the memo; and must be
mailed to the address above “Attn: Accounts Receivable” or remitted electronically to
Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments
must be received no later than 45 calendar days after the end of each calendar quarter.
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Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to
ensure that the administrative fee is paid on all items purchased under this Contract.
In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell
reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in
any subsequent solicitation. In the event this Contract is cancelled by either party prior to the
Contract’s expiration date, the administrative fee payment will be due no more than 30 days
from the cancellation date.
9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.
Vendor’s Authorized Representative is the person named in the Vendor’s Proposal. If Vendor’s
Authorized Representative changes at any time during this Contract, Vendor must promptly
notify Sourcewell in writing.
10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE
A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records,
documents, and accounting procedures and practices relevant this Agreement are subject to
examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the
end of this Contract. This clause extends to Participating Entities as it relates to business
conducted by that Participating Entity under this Contract.
B. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or
obligations under this Contract without the prior consent of the parties and a fully executed
assignment agreement. Such consent will not be unreasonably withheld.
C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective
until it has been fully executed by the parties.
D. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not
waive the provision or the right to enforce it.
E. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between
Sourcewell and Vendor. No other understanding regarding this Contract, whether written or
oral, may be used to bind either party. For any conflict between the attached Proposal and the
terms set out in Articles 1-22, the terms of Articles 1-22 will govern.
F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent
contractors, each free to exercise judgment and discretion with regard to the conduct of their
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respective businesses. This Contract does not create a partnership, joint venture, or any other
relationship such as master-servant, or principal-agent.
11. LIABILITY
Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their
agents and employees, harmless from any claims or causes of action, including attorneys’ fees,
arising out of the performance of this Contract by the Vendor or its agents or employees; this
indemnification includes injury or death to person(s) or property alleged to have been caused
by some defect in the Equipment, Products, or Services under this Contract to the extent the
Equipment, Product, or Service has been used according to its specifications.
12. GOVERNMENT DATA PRACTICES
Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act,
Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell
under this Contract and as it applies to all data created, collected, received, stored, used,
maintained, or disseminated by the Vendor under this Contract.
If the Vendor receives a request to release the data referred to in this article, the Vendor must
immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond
to the request.
13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT
A. INTELLECTUAL PROPERTY
1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and
license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and
promotional materials for the purpose of marketing Sourcewell’s relationship with
Vendor.
b. Vendor grants to Sourcewell a royalty-free, worldwide, non-exclusive right and
license to use Vendor’s Trademarks in advertising and promotional materials for the
purpose of marketing Vendor’s relationship with Sourcewell.
2. Limited Right of Sublicense. The right and license granted herein includes a limited right
of each party to grant sublicenses to its and their respective distributors, marketing
representatives, and agents (collectively “Permitted Sublicensees”) in advertising and
promotional materials for the purpose of marketing the Parties’ relationship to Participating
Entities. Any sublicense granted will be subject to the terms and conditions of this Article.
Each party will be responsible for any breach of this Article by any of their respective
sublicensees.
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3. Use; Quality Control.
a. Sourcewell must not alter Vendor’s Trademarks from the form provided by
Vendor and must comply with Vendor’s removal requests as to specific uses of its
trademarks or logos.
b. Vendor must not alter Sourcewell’s Trademarks from the form provided by
Sourcewell and must comply with Sourcewell’s removal requests as to specific uses
of its trademarks or logos.
c. Each party agrees to use, and to cause its Permitted Sublicensees to use, the
other party’s Trademarks only in good faith and in a dignified manner consistent
with such party’s use of the Trademarks. Upon written notice to the breaching party,
the breaching party has 30 days of the date of the written notice to cure the breach
or the license will be terminated.
4. As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its
Participating Entities against any and all suits, claims, judgments, and costs instituted or
recovered against Sourcewell or Participating Entities by any person on account of the use
of any Equipment or Products by Sourcewell or its Participating Entities supplied by Vendor
in violation of applicable patent or copyright laws.
5. Termination. Upon the termination of this Contract for any reason, each party, including
Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites,
and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed
catalog of vendors which may be used until the next printing). Vendor must return all
marketing and promotional materials, including signage, provided by Sourcewell, or dispose
of it according to Sourcewell’s written directions.
B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released
without prior written approval from the Authorized Representatives. Publicity includes notices,
informational pamphlets, press releases, research, reports, signs, and similar public notices
prepared by or for the Vendor individually or jointly with others, or any subcontractors, with
respect to the program, publications, or services provided resulting from this Contract.
C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be
approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator
assigned to this Contract.
D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment,
Products, or Services.
14. GOVERNING LAW, JURISDICTION, AND VENUE
Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its
breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls,
Minnesota.
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15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God
or other conditions that are beyond that party’s reasonable control. A party defaulting under
this provision must provide the other party prompt written notice of the default.
16. SEVERABILITY
If any provision of this Contract is found to be illegal, unenforceable, or void then both
Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the
remainder of this Contract is capable of performance, it will not be affected by such declaration
or finding and must be fully performed.
17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and
address unresolved contract issues as follows:
1. Notification. The parties must promptly notify each other of any known dispute and
work in good faith to resolve such dispute within a reasonable period of time. If necessary,
Sourcewell and the Vendor will jointly develop a short briefing document that describes the
issue(s), relevant impact, and positions of both parties.
2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified
above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher
level of management. The Vendor will have 30 calendar days to cure an outstanding issue.
3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the
Vendor must continue without delay to carry out all of its responsibilities under the
Contract that are not affected by the dispute. If the Vendor fails to continue without delay
to perform its responsibilities under the Contract, in the accomplishment of all undisputed
work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result
of such failure to proceed will be borne by the Vendor.
B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract,
or any Participating Entity order under this Contract, in default:
1. Nonperformance of contractual requirements, or
2. A material breach of any term or condition of this Contract.
Written notice of default and a reasonable opportunity to cure must be issued by the party
claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated
or other damages. If the default remains after the opportunity for cure, the non-defaulting
party may:
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x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the
Contract.
18. INSURANCE
A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at
all times during the performance of this Contract with insurance company(ies) licensed or
authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better,
with coverage and limits of insurance not less than the following:
1. Workers’ Compensation and Employer’s Liability.
Workers’ Compensation: As required by any applicable law or regulation.
Employer's Liability Insurance: must be provided in amounts not less than listed below:
Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease
2. Commercial General Liability Insurance. Vendor will maintain insurance covering its
operations, with coverage on an occurrence basis, and must be subject to terms no less
broad than the Insurance Services Office (“ISO”) Commercial General Liability Form
CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include
liability arising from premises, operations, bodily injury and property damage,
independent contractors, products-completed operations including construction defect,
contractual liability, blanket contractual liability, and personal injury and advertising
injury. All required limits, terms and conditions of coverage must be maintained during
the term of this Contract.
Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage
$1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products-Completed operations
$2,000,000 general aggregate
3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor
will maintain insurance covering all owned, hired, and non-owned automobiles in limits
of liability not less than indicated below. The coverage must be subject to terms no less
broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or
equivalent.
Minimum Limits:
$1,000,000 each accident, combined single limit
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4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella
coverage over Workers’ Compensation, Commercial General Liability, and Commercial
Automobile.
Minimum Limits:
$2,000,000
5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional
Liability. During the term of this Contract, Vendor will maintain coverage for all claims
the Vendor may become legally obligated to pay resulting from any actual or alleged
negligent act, error, or omission related to Vendor’s professional services required
under this Contract.
Minimum Limits:
$2,000,000 per claim or event
$2,000,000 – annual aggregate
6. Network Security and Privacy Liability Insurance. During the term of this Contract,
Vendor will maintain coverage for network security and privacy liability. The coverage
may be endorsed on another form of liability coverage or written on a standalone
policy. The insurance must cover claims which may arise from failure of Vendor’s
security resulting in, but not limited to, computer attacks, unauthorized access,
disclosure of not public data – including but not limited to, confidential or private
information, transmission of a computer virus, or denial of service.
Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Vendor to maintain the required insurance will constitute a material breach entitling
Sourcewell to immediately terminate this Contract for default.
B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish
to Sourcewell a certificate of insurance, as evidence of the insurance required under this
Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to
Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the
Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by
a person authorized by the insurer(s) to bind coverage on their behalf.
Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide
certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in
this Contract.
C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY
INSURANCE CLAUSE. Vendor agrees to list Sourcewell and its Participating Entities, including
their officers, agents, and employees, as an additional insured under the Vendor’s commercial
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general liability insurance policy with respect to liability arising out of activities, “operations,” or
“work” performed by or on behalf of Vendor, and products and completed operations of
Vendor. The policy provision(s) or endorsement(s) must further provide that coverage is
primary and not excess over or contributory with any other valid, applicable, and collectible
insurance or self-insurance in force for the additional insureds.
D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or
otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional
insureds for losses paid under the insurance policies required by this Contract or other
insurance applicable to the Vendor or its subcontractors. The waiver must apply to all
deductibles and/or self-insured retentions applicable to the required or any other insurance
maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require
similar written express waivers of subrogation and insurance clauses from each of its
subcontractors.
E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this
Contract can be met by either providing a primary policy or in combination with
umbrella/excess liability policy(ies), or self-insured retention.
19. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this
Contract must comply fully with applicable federal laws and regulations, and with the laws in
the states and provinces in which the Equipment, Products, or Services are sold.
B. LICENSES. Vendor must maintain a valid and current status on all required federal,
state/provincial, and local licenses, bonds, and permits required for the operation of the
business that the Vendor conducts with Sourcewell and Participating Entities.
20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in
writing certain information to Sourcewell related to bankruptcy actions. If at any time during
this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in
writing.
Vendor certifies and warrants that neither it nor its principals are presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs
operated by the State of Minnesota; the United States federal government or the Canadian
government, as applicable; or any Participating Entity. Vendor certifies and warrants that
neither it nor its principals have been convicted of a criminal offense related to the subject
matter of this Contract. Vendor further warrants that it will provide immediate written notice
to Sourcewell if this certification changes at any time.
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21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER
UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or
services from this Contract may be subject to additional requirements including the
procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit
Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require
additional requirements based on specific funding specifications. Within this Article, all
references to “federal” should be interpreted to mean the United States federal government.
The following list only applies when a Participating Entity accesses Vendor’s Equipment,
Products, or Services with United States federal funds.
A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all
contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-
1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in
accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319,
12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending
Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing
regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated
herein by reference.
B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal
program legislation, all prime construction contracts in excess of $2,000 awarded by non-
federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. §
3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5,
“Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction”). In accordance with the statute, contractors must be required to pay wages to
laborers and mechanics at a rate not less than the prevailing wages specified in a wage
determination made by the Secretary of Labor. In addition, contractors must be required to pay
wages not less than once a week. The non-federal entity must place a copy of the current
prevailing wage determination issued by the Department of Labor in each solicitation. The
decision to award a contract or subcontract must be conditioned upon the acceptance of the
wage determination. The non-federal entity must report all suspected or reported violations to
the federal awarding agency. The contracts must also include a provision for compliance with
the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor
regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work
Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that
each contractor or subrecipient must be prohibited from inducing, by any means, any person
employed in the construction, completion, or repair of public work, to give up any part of the
compensation to which he or she is otherwise entitled. The non-federal entity must report
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all suspected or reported violations to the federal awarding agency. Vendor must be in
compliance with all applicable Davis-Bacon Act provisions.
C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where
applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve
the employment of mechanics or laborers must include a provision for compliance with 40
U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).
Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of
every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess
of the standard work week is permissible provided that the worker is compensated at a rate of
not less than one and a half times the basic rate of pay for all hours worked in excess of 40
hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction
work and provide that no laborer or mechanic must be required to work in surroundings or
under working conditions which are unsanitary, hazardous or dangerous. These requirements
do not apply to the purchases of supplies or materials or articles ordinarily available on the
open market, or contracts for transportation or transmission of intelligence. This provision is
hereby incorporated by reference into this Contract. Vendor certifies that during the term of an
award for all contracts by Sourcewell resulting from this procurement process, Vendor must
comply with applicable requirements as referenced above.
D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award
meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or
subrecipient wishes to enter into a contract with a small business firm or nonprofit organization
regarding the substitution of parties, assignment or performance of experimental,
developmental, or research work under that “funding agreement,” the recipient or subrecipient
must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative
Agreements,” and any implementing regulations issued by the awarding agency. Vendor
certifies that during the term of an award for all contracts by Sourcewell resulting from this
procurement process, Vendor must comply with applicable requirements as referenced above.
E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL
ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require
the non-federal award to agree to comply with all applicable standards, orders or regulations
issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution
Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal
awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor
certifies that during the term of this Contract will comply with applicable requirements as
referenced above.
F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award
(see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions
in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R.
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§180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3
C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names
of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared
ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor
certifies that neither it nor its principals are presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation by any federal
department or agency.
G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file
any required certifications. Vendors must not have used federal appropriated funds to pay any
person or organization for influencing or attempting to influence an officer or employee of any
agency, a member of Congress, officer or employee of Congress, or an employee of a member
of Congress in connection with obtaining any federal contract, grant, or any other award
covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that
takes place in connection with obtaining any federal award. Such disclosures are forwarded
from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures
required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. §
1352).
H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with
the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies
that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after
grantees or subgrantees submit final expenditure reports or quarterly or annual financial
reports, as applicable, and all other pending matters are closed.
I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor
must comply with the mandatory standards and policies relating to energy efficiency which are
contained in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act.
J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply
with all applicable provisions of the Buy American Act. Purchases made in accordance with the
Buy American Act must follow the applicable procurement rules calling for free and open
competition.
K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized
representatives of a federal agency must have access to any books, documents, papers and
records of Vendor that are directly pertinent to Vendor’s discharge of its obligations under this
Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right
also includes timely and reasonable access to Vendor’s personnel for the purpose of interview
and discussion relating to such documents.
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L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is
a state agency or agency of a political subdivision of a state and its contractors must comply
with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act. The requirements of Section 6002 include procuring only items designated in
guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the
highest percentage of recovered materials practicable, consistent with maintaining a
satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the
value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring
solid waste management services in a manner that maximizes energy and resource recovery;
and establishing an affirmative procurement program for procurement of recovered materials
identified in the EPA guidelines.
22. CANCELLATION
Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60
days’ written notice to the other party. However, Sourcewell may cancel this Contract
immediately upon discovery of a material defect in any certification made in Vendor’s Proposal.
Cancellation of this Contract does not relieve either party of financial, product, or service
obligations incurred or accrued prior to cancellation.
Sourcewell CIMCO Refrigeration, a Division of Toromont
Industries Ltd.
By: __________________________ By: __________________________
Jeremy Schwartz Dan Stephen
Title: Director of Operations &
Procurement/CPO
Title: Director of Finance
Date: ________________________
Date: ________________________
Approved:
By: __________________________
Chad Coauette
Title: Executive Director/CEO
Date: ________________________
Docusign Envelope ID: 5597EC29-C08A-43CF-BFC0-16DCFE7DD359
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