Loading...
HomeMy WebLinkAboutresolution.council.097-17 RESOLUTION #97 (Series of 2017) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND ALL TRAFFIC SOLUTIONS 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 Radar Trailer, between the City of Aspen and All Traffic Solutions 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 a Radar Trailer, between the City of Aspen and All Traffic Solutions 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 by the ity Council of the City of Aspen on the 26`h day of June, 2017. Steven Ska on, ayor I, Linda Manning, duly appointed and acting City lerk 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, June 26, 2017. Linda Manning, City Clerk Page 1 of 1 The City and Vendot•.agree as set forth below. 1. Purchase. Vendor agrees to sell and City.agrees to purchase the items on Exhibit A appended'hereto and by this reference incorporated herein as if frilly set forth here for the surra set forth hereuiabove. 2. Delivery. (FOB 1080 PowfPlatitRoad.':4'seen;Colorado'81611) [Delivery Address] 3. Contract Documents. This Agreement shall include all Contract Documents as the same are listed in the Incitation to Bid and said Contract Document are hereby ivade a part of this Agreement as if frilly set out at length hereat. 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 bindiiig upon the City and the Vendor respectively and their agems, representatives, employee. sticcessors. assigns and legal representatives. Neither the City nor the Vendor shall have_the right to assign, transfer or sublet its interest or obligations hereunder witliout the written consent of the other patty. 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 patties to whom Vendor or City may assign this Agreement ui accordance with the specific written permission. any light to claim damages or to bring any suit: action or other proceeduig against either the City or Vendor because of any breach hereof or because of any of the teens, covenants, agreements or conditions herein contained. 7. Waivers. No waiver of default by either party of any of the temis. covenants or conditions hereof to be performed, kept and observed bv'thc other party shall be construed. or operate as. a waiver of any subsequent default of any of the teens. 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. It the event that legal action is necessary to enforce any of the provisions of tlils Agreement, the precailntg party shall'be entitled to its costs and reasonable attorney's fees. 10. Waiver of Presumption. This Agreement was negotiated and reviewed through the mutual efforts of the panics hereto and the paraies agree that no construction shall be made or presumption shall arise for or against either party based on any alleged unequal stats of the parties in the negotiation.review or drifting of the Agreement. Page 1 of 5 1 L Cetification Resardins Debarment. Suspension. Ineligibility. 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 firther certifies that prior to subnnitting 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 uiiable 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 Asaurst Contingent Fees. Cnamitics,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 uunderstandme for a conmIDSslon, percentage. brokerage. or contingent fee, exceptinng bona fide' employees or bona fide established conmercial 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 I.employment in connection with any decision. approval, disapproval, reconutendation. preparation of any put of a prograru 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 rrline, detertuination. claim or controversy, or other particular matter. pertaining to this Agreennent, or to any solicitation or proposal therefore. (C)Vendor represents that no official, officer. employee or representative of the City during the tern of This Agreement has or one (1)year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds;tbereof. 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. sratuities, kickbacks and conflict of interest.the Citv shall have the night to: 1. Cancel this Purchase Agreement without any liability by the City: 2. Debts- or suspend the offending parties from being a vendor, contractor or subcontractor undcr,City contracts; l 3. Deduct front 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 panties. 13. Ternination for Default or for Convenience of Citv. The sale contemplated by this Agreement maybe 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. Page 2 of 5 14. Fund Availability. Financial obligations of the City payable after the current fiscal year are contingent upon fiends for that purpose being appropriated: budgeted and otherwise made available. If this Agreennent contemplates the City using state or federal fluids to meet its obligations herein. this Agreeiuentshall be contingent upon the availability of those £raids for payment pursuant to the terms of this Agreement. 15. City Council Approval. If'this. Agreement requires the City to pay mi 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. 16. Non-Discrnntination. No discrimination because of race, color, creed. sex, marital status. affectional or sexual orientation. family responsibility.national ori0i1L 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 fiuther agrees to comply with the letter and [lie sprit of the_Colorado Antidiscrimination Act of 1957. as amended and other applicable state and federal laws respecting discrimination and unfair employment practices. 17. Integration and Modification. This written Agreement along tyith all Contract Documents shall constitute the contract between the parties aiid supersedes or incorporates any prior written and oral agreements of the parties. In addition, 'vendor understands that no City official or etuployce. other than the Mayor and City Council acting as a body at a council nneetnte. has authority to enter into ail Agreenient or to modify the terns 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 paries hereto. 18. Authorized Representative. The undersigned representative of Veudor. as an inducement to the City to execute this Agreement: represents that he/she is an authorized representative of Veindor for,the purposes of executing this Agreement and that helshe has full and complete authority to enter into this Agreement for the terns and conditions specified herein. 19. Electronic Signatures and Electronic Records This Agreement and any arnendments 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 ou the Parties, notwithstanding ;Ire 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 to v other documents requiting a signature hereunder. may be signed electronically in the manner agreed to by the Parties. The Paries agrec 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 adruissibility of the Aereernent in the form of an electronic record, or a paper copy of an electronic documents, or a paper copy of a document bearing am electronic signaturc. on the ground that it is an electronic record or electronic signature or that it isnot in its original fort or is not an original. Page 3 of 5 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: 11 Srrl': By: / City Manager Cily Clk VENDOR: ALL TRAFFIC SOLUTIONS INC. By. Director of Sales Ooerations Tide Page 4 of 5 the City at Ripen CITY OF ASPEN STANDARD FORM OF AGREEMENT t SUPPLY PROCUREMENT City of Aspen Project No.: 2017-077. AGREEMENT Horde as of 26t°day of June.in the year 2017: BETNVEEN the City: Contract Amount: The City of Aspen c/o Bill Linn -130 South Galena Street Total: $31,800.00 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 All Traffic Solutions htc. - until it has been approved by the City c/o Council of the City of Aspen. 3100 Research Drive City Council Approval: State College,PA 16801 Phone: 814-237-9006 Date:June 26,2017 Resolution No-:97,Series 2017 Summary Description of Items to be Purchased: Radar Trailer Exhibits appended and made a pat(of this Agreement: Exhibit A: List of supplies,equipment, or materials to be purchased. Page 5 of 5