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HomeMy WebLinkAboutresolution.council.086-17 RESOLUTION #86 (Series of 2017) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND OSSBERGER HYDRO USA INC. AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a contract for water turbine replacement parts, between the City of Aspen and Ossberger Hydro USA Inc., a true and accurate copy of which is attached hereto as Exhibit "A"; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves that Contract for water turbine replacement parts, between the City of Aspen and Ossberger Hydro USA Inc., 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 b the Cy Council of the City of Aspen on the 81h day of May, 2017. Ly L Steven Skadr t, Mayor I, Linda Manning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held, May 8, 2017. l�Linda Manning, City Cl rk the City 01 Aspen CITY OF ASPEN STANDARD FORM OF AGREEMENT SUPPLY PROCUREMENT City of Aspen Project No.: 2017-50590. AGREEMENT made as of 8"day of May, in the year 2017. BETWEEN the City: Contract Amount: The City of Aspen c/o Robert Covington 130 South Galena Street Total: $87,881.00 Aspen,Colorado 81611 Phone: (970)920-5055 If this Agreement requires the City to pay And the Vendor: an amount of money in excess of $25,000.00 it shall not be deemed valid Ossber er Hydro USA Inc. until it has been approved by the City g Council of the City of Aspen. c/o 72 Main Street City Council Aooroval: Burlington, VT 05401 Phone: 438-880-5655 Date: May 8, 2017 Resolution No.: Summary Description of Items to be Purchased: Steel runner and wicked gates for Maroon Creek cross-(low seater turbine Exhibits appended and made a part of this Agreement: Exhibit A: List of supplies, equipment, or materials to be purchased. The City and Vendor agree as set forth below. I. Purchase. Vendor agrees to sell and City agrees to purchase the items on Exhibit A appended hereto and by this reference incorporated herein as if fully set forth here for the sum. set forth hereinabove. 2. Delivery. (500 Doolittle Drive, Aspen,Colorado 81611) [Delivery Address] 3. Contract Documents. This Agreement shall include all Contract Documents as the . same are listed in the Invitation to Bid and said Contract Document are hereby made a part of this Agreement as if fully set out at length herein. 4. Warranties. (See Exhibit B). 5. Successors and Assigns. This Agreement and all of the covenants hereof shall inure to the benefit of and be binding upon the City and the Vendor respectively and their agents, representatives, employee, successors, assigns and legal representatives. Neither the City nor the Vendor shall have the right to assign, transfer or sublet its interest or obligations hereunder without the written consent of the other party. 6. Third Parties. This Agreement does not and shall not be deemed or construed to confer upon or grant to any third party or parties, except to parties to whom Vendor or City may assign this Agreement in accordance with the specific written permission, any right to claim damages or to bring any suit, action or other proceeding against either the City or Vendor because of any breach hereof or because of any of the terms, covenants, agreements or conditions herein contained. 7. Waivers. No waiver of default by either party of any of the terms, covenants or conditions hereof to be performed, kept and observed by the other party shall be construed, or operate as, a waiver of any subsequent default of any of the terms,covenants or conditions herein contained, to be performed, kept and observed by the other party. 8. Agreement Made in Colorado. The parties agree that this Agreement was made in accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado. 9. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable attomey's fees. 10. Waiver of Presumption. This Agreement was negotiated and reviewed through the mutual efforts of the parties hereto and the parties agree that no construction shall be made or presumption shall arise for or against either party based on any alleged unequal status of the parties in the negotiation, review or drafting of the Agreement. H. Certification Regarding Debarment, Suspension, Ineligibilitv. and Voluntary Exclusion. Vendor certifies, by acceptance of this Agreement, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any transaction with a Federal or State department or agency. It further certifies that prior to submitting its Bid that it did include this clause without modification in all lower tier transactions, solicitations, proposals, contracts and subcontracts. In the event that Vendor or any lower tier participant was unable to certify to the statement, an explanation was attached to the Bid and was determined by the City to be satisfactory to the City. 12. Warranties Against Contingent Fees, Gratuities, Kickbacks and Conflicts of Interest. (A)Vendor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Vendor for the purpose of securing business. (B)Vendor agrees not to give any employee of the City a gratuity or any offer of employment in connection with anv decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any. specification or procurement standard, rendering advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to this Agreement, or to any solicitation or proposal therefore. (C)Vendor represents that no official, officer, employee or representative of the City during the term of this Agreement has or one (I) 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: I. Cancel this Purchase Agreement without any liability by the City; 2. Debar or suspend the offending parties from being a vendor, contractor or subcontractor under City contracts; 3. Deduct from the contract price or consideration, or otherwise recover, the value of anything transferred or received by the Vendor; and 4. Recover such value from the offending parties. 13. Termination for Default or for Convenience of City. The sale contemplated by this Agreement may be canceled by the City prior to acceptance by the City whenever for any reason and in its sole discretion the City shall determine that such cancellation is in its best interests and convenience. Removed from Contract. RH 14. City Council Approval. If this Agreement requires the City to pay an amount of money in excess of$25,000.00 it shall not be deemed valid until it has been approved by the City Council of the City of Aspen. 15. Non-Discrimination. No discrimination because of race, color, creed, sex, marital status, affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or religion shall be made in the employment of persons to perform under this Agreement. Vendor agrees to meet all of the requirements of City's municipal code, section 13-98,pertaining to nondiscrimination in employment. Vendor further agrees to comply with the letter and the spirit of the Colorado Antidiscrimination Act of 1957, as amended and other applicable state and federal laws respecting discrimination and unfair employment practices. 16. Integration and Modification. This written Agreement along with all Contract Documents shall constitute the contract between the parties and supersedes or incorporates any prior written and oral agreements of the parties. In addition, vendor understands that no City official or employee, other than the Mayor and City Council acting as a body at a council meeting, has authority to enter into an Agreement or to modify the terms of the Agreement on behalf of the City. Any such Agreement or modification to this Agreement must be in writing and be executed by the parties hereto. 17. Authorized Representative. The undersigned representative of Vendor, as an inducement to the City to execute this Agreement, represents that he/she is an.authorized representative of Vendor for the purposes of executing this Agreement and that he/she has full and complete authority to enter into this Agreement for the terms and conditions specified herein. 18. 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 Parry. 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. IN WITNESS WHEREOF, The City and the Vendor, respectively have caused this Agreement to be duly executed the day and year first herein written in three (3) copies, all of which, to all intents and purposes, shall be considered as the original. FOR THE CITY OF ASPEN: A EST: BSL �f;,�City Manager G City Clerk VENDOR: Ossberger Hydro USA Inc By: Loic Millon Project Director Title Exhibit A Supply Procurement Agreement I Spare runner of 600mm, with shaft made of heat-treatable steel C 45 (1.05003), profiled blades made of rustproof and acid-resistant chrome-nickel steel X l OCrNiMoTi810 (1.4571), built on a profile-turned shaft, suitable for the Ossberger Cross-Flow Turbine with comm. No. 5950 of the type G.6.039/12g, readily prepared for installation. Does not include bearings or installation. Included: • Sealing for pressure and suction flanges • Bearing plate sealing • Packing cords for sealing of runner shafts • Felt rings for main bearing • Instruction of installation 2 Profiled,casting tolerance free turbine guide vanes made of steel (1.0038)with continuous shafts made of steel (1.0038), and exchangeable shaft protecting sleeves made of stainless heat-treatable steel (1.4057). Does not include bearings or installation. Total Cost of both items including shipping,taxes,duties: $87,881.00 Delivery is DDP (Delivered Duty Paid) and will take approximately 16 working weeks after receipt of the order. Delivery location must be truck accessible, without unloading, pipes unpacked, without erection, duty paid. The City agrees to pay up to half of the purchase price when the order is placed. The balance will be paid when ready to ship. Exhibit B Supply Procurement Agreement Warranty §8 Warranty 1, If the purchaser Is a contractor. we shall give a warranty for deficient merchandise, to be fulfilled as we deem fit, either through subsequent improvement or replacement delivery. 2. If the purchaser is a consumer, he shall first have the choice between a subsequent improvement or a replacement of the deficient merchandise. However, we shall be entitled to reject his option for the elimination of deficiencies, if it involves disproportional costs and if another way to eliminate the oefciencies is not considerably detrimental to the consumer's interests. However. A the vale Of the object o1 the contract eneeds EUR 40.- we Shall first be instilled t0 WE for a subsagponl improvement wthin a reasonable penod of time. Sh Ould a subseQuenl iorprOvemont Or fupocampol rlvl 10 remedy the detect. the Customer shall in principle have the Choice 10 demand a reductio:of the Purchase price or a withdrawal. 3. In Me event of a minor lack of C0d'Omny with the contract, partiduany In case Of Small dMloericni the CuSlOner Shall have no Eight t0 rescind Me contract. a. If a further subseduant improvement is deemed reasonable for the customer. we Shall be ehlilled t0 make SubieQuent imprMame b,8 Sa chd lime within an appropnate pariod of time. 5. Contractors have to..tdy vs M writing about obvious defipenc es within a tender of two weeks after receipt Of the goods:otherwise asserting the claim for warranty will be impossible.In oder,10 mane the deadline It is suMidanl 10 send the notification in One.The full burden of proof lies wan the contractor t0 present all preconditions f0 Me Claim,eSped811y to prove Me deficiency itself,Me time when Me OefiCiency was,danified antl Mat notice Of the defect was made in dee time, - Consumers have to Mfonn us in writing about Obvious ererine s within a period Of two monMs after the merchandse's lack of Conformity with the contract had bean detected. In order to meet the deadline d is essential that we receive Me nd5ficaaon.In Me event Net Me Consumer fails to inform us about Me defect,all clams fair warranty lapse two months Oftel Me defects have been detected.This does not apply in Case 0 malevolence on the part of the vendor. The burden to Prove the moment of time Me defect had been OMMIe lies swan the Consumer.In the Case Marine Consumer was Induced to buy due to inconect statements on Me pan Of Me manufacturer, the burden of proof for the decision to buy lies whin the consumer. In case Of used goods the burden to prove the deficiency of Me goods lies with the consumer. 6. In the event that trio Customer chooses to rescind the contract because of a 1e9a1 0'metOial defect aha an attempt to fulfill the Contract has failed,he i5 not entitled to Claim acidtlinal derma es as a result. In the event Mat Me Customer chooses 10 Claim damages because a further Attempt to IuMll Me Contract has failed, the mer04ndse remains with the Customer. If Inge Can be reasonably eVOCted of him. The damages are fes ViCted 10 Me difference between the purchase OnCe and Me value Of the defernve article.This regulaOM does not 81 In case MA we Committed a molevona l Orono y Conted. Z For COnlracIVS the warranty Win a one year beginning upon me 0elivery Of the mercnandise. M Case the merchandise Is not Collected.Me womanly period slats wish the baoSfer&ask.This applies also t0 Me Case that the ObjeCl Of Me COOVact Is InCorporelled into a building. For consumers no period O1 IIMI18e00 is two years following delivery of Me goods. In case rho QOods ere not Collected, the period of flotation COmmaFCe3 wIM the Iransfes'ot risk. For used goods Me period of mildion Is one year fpllOwing delivery Of the goods.This regulation shall not apply.if the Cuslpner fails to inform us about the defect due time (item 5 of this regulation). 8. If Me purchaser Is a conhaCt0. nothing but the manufacturers product ateOficahpl Is Ma basis fp the agni ed scald ane COnOeen O Ina woQ=. Public slaremenls.recommmdal Of advertising by Me manufacturer shall 3 nw be considered AS Contrattuel information about the Odducti state and COodnon. 9. In the event Iha[ the Custpner is supplied with Improper, instructions for assembly. we ars Only Obliged IO supply Ina coneced Instru Clicas Its assembly.However',this is Only the Case if a comet assembly is impossible without proper instructions. S 10. We shelf rot provide Me customer in Any guarantees baslYl on adjective t' law.All Mto radon safely relates to the product's condition. 11. We Shall assume no warrenty 10 damage res.l from Me following: 2. Unsuilade or In"Oen usage.faulty assembly or bringing Into operation by the Purchaser or a third parry natural wear and tear. faulty Of negligent Vestment. overloading. Inanpropfiere wonting materials, replacement malensts. dehCiOr conslNCl,onal works and pmslocl s.vns..tnle arels ph silo, the passing Of fOeigo banl dhemical, elBctrocrfpmlcal Of eiecaics, 3' Influences,insofar as May Canna be attributed to any Null on Our part. The gushenlee .11 Only apply provided the installation instructions are accurately Complied with, together with 00 Mstallatlon drawings and the instructions for epe'asng.Replaced pads snail become Our prOparty. 12. All kability Ceases if repairs Of alterations 10 Me goods supplied are made by a third piny without Cur Consent. After nodfcation by the Customer. we require Me necessa-y time and Opportunity to Carry out all ISO* work O Spare pan delivenes. Otherwl5e we Shall be released Of any wanghty for defect". 13. For the ped0 mance of the turbine.On wthidh Me Contract has been Mato. we will be responsible on the basis that, for each Complete One per cent .thereby.Ono'dlhdw rg for the measured mleranceS of x 2% recognized by the standards oManizalion(International Elenro-leChnical Commission 1. the average degree&tificioncy attained beyond the said tolerance falls shun of the deg:ee of effipanry taken a5 the basis for the contract, he will allow a ded4=On of 2 pe' Cent from the ex wOrkS supply pace for [rte turolne In QVeStlO . "in the Choice of Ca'ryiF,, Wt the nnessafy impavemOgs Instead. If the shortfall in performance(having regard to the measurement tolerances) amounts to more than Ave per cent, we will be required within a reasonable period to improve the goods or replace them to the extent that the shortfall below the degree of efficiency taken as the basis for the contract is not more than 3 11 a number of degrees of efficiency are taken as the basis for the contract. depending on various degrees of impingement, then any measured higher degrees of efficiency with individual degrees of impingement may be offset against lower degrees of efficiency with other degrees of impingement. The customer will be entitled to arrange at his own expense for a test to be carded out by an impartial expert in connection with fulfillment by the suppiier of the liability he has assumed. There will be recognition of the results of the test by the supplier only provided the test is carried out during the guarantee period and we are invited to attend in order to look after our interests. Further claims by the customer, in particular claims for compensation of damage caused not to the object of contract Itself, are ruled out as far as this Is permissible by law. In case of disputes during acceptance tests the recommendations of the International Electronic Commission shall apply: 'International Code for the acceptance tests of water turbines in power plants' (Publishing house Bureau Central de la Commission Electrotechnique international, 1. rue de Varembe.Geneve/Suisse).