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HomeMy WebLinkAboutresolution.council.017-04RESOLUTION # (Series of 2004) A RESOLUTION APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN, COLORADO, AND FRANK J. ZAMBONI & COMPANY INC SETTING FORTH THE TERMS AND CONDITIONS REGARDING 2004- 6FM ELECTRIC ZAMBONI AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT WHEREAS, there has been submitted to the City Council a comract between the City of Aspen, Colorado, and Frank J. Zamboni & Company Inc., a copy of which contract is annexed hereto and made a part thereof. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO: Section 1 That the City Council of the City of Aspen hereby approves that contract between the City of Aspen, Colorado, and Frank J. Zamboni & Company Inc. regarding 2004-6FM Electric Zamboni, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager of the City of Aspen to execute said contract on behalf of the City of Aspen. Dated: ('-2~'~)~ ~-/ /~ .? L Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a tme and accurate copy of that resol¢tion adopted by the City Council of the City of Aspen, Colorado, at a meetS, e~q,*~k~-~. ~-~, ~~ ' Kathr~ir S~. Roe/h,- (~it3 C1~4c~. SUPPLY PROCUREMENT AGREEMENT THIS AGREEMENT, made and entered into, this ~f day of ~,~ 2004 between the City of Aspen, Colorado, herein after referred to as the "City" and Frank J. Zamboni & Co. Inc. hereinafter referred to as the "Vendor". WITNESSETH, that whereas the City wishes to purchase a 2004-6FM Electric Zamboni hereinafter called the UNIT(S) being more fully described and attached [~erewith as 'Exhibit A', in accordance with the terms and conditions outlined in the Contract Documents and any associated Specifications, and Vendor wishes to sell said UNIT to the City as specified in its Bid. NOW, THEREFORE, the City and the Vendor, for the considerations hereinafter set forth agree as follows: Purchase. Vendor agrees to sell and City agrees to purchase the UNIT(S) as described in the Contract Document and more specifically in Vendor's Bid for the sum of Ninety Thousand Dollars ($90,000). 2. Delivery. (FOB 233 W. Hyman, ASPEN, CO) o 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. (Standard Manufactures Warranty will apply). 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. ° 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. 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. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable attorney's fees. 10. Waiver of 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. 11. Certification Regarding 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 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. 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. Vendor agrees not to'give any employee of the City a gratuity or any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any speCification or procurement standard, rendering advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy,.or other particular matter, pertaining to this Agreement, or to any solicitation or proposal therefore. Vendor represents that no official, officer, employee or representative of the City during the term of this Agreement f~as 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. 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: 2. 3. 4. Cancel this Purchase Agreement without any liability by th6 City; Debar or suspend the offending parties from being a vendor, contractor or subcontractor under City contracts; Deduct from the contract price or consideration, or otherwise recover, the value of anything transferred or received by the Vendor; and 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 discretio.n the City shall determine that such cancellation is in its best interests and convenience. 14. Fund Availability. Financial obligations of the City payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. If this Agreement contemplates the City 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. 15. City Council Approval. If this Agreement requires the City.to pay an amount of money in excess of $10,000.00 it shall not be deemed valid until it has been approved by the City Council of the City of Aspen. 16. Non-Discrimination. No discrimination because of race, color, creed, sex, marital status, affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or religion shall be made in the employment of persons to perform under this Agreement. Vendor agrees to meet all of the requirements of City's municipal code, section 13-98, pertaining to nondiscrimination in employment. Vendor further agrees to comply with the letter and the spirit of the Colorado Antidiscrimination ACt'~Of 1957, as amended, and other applicable state and federal laws respecting discrimination and.unfair employment practices. 17. IntegratiOn and Modification. This written Agreement along with all Contract. Documents shall constitute the contract between the parties and supersedes or incorporates any prior written and oral agreements of the parties. In addition, vendor understands that no City official or employee, .other than the Mayor and City Council acting as a body at a council meeting, has authority to enter into an Agreement or to modify the terms of the Agreement on behalf of the City. Any such Agreement or modification to this Agreement must be in writing and be executed by the parties hereto. 18. Authorized Representative. The undersigned representative of Vendor, as an inducement to the City to execute this Agreement, represents that he/she is an authorized representative of Vendor for the purposes of executing this Agreement and that he/she has full and complete authority to enter into this Agreement for the terms and conditions specified herein. 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. ATTEST: By: FOR THE CITY OF ASPEN: City M'anager City Clerk ~ ' VENDOR: Frank J. Zamboni & Co., Inc. 'By: ~ Regional Sales Manager Title