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Home My WebLink Aboutresolution.council.013-05RESOLUTION NO. [5 Series of 2005 A RESOLUTION OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN, COLORADO, AND Dellenbach Motors , AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID DOCUMENT(S) ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a CONTRACT between the City of Aspen, Colorado and Dellenbach Motors a copy of which contract is annexed hereto and made a part thereof. NOW, 5VHEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO: P17 Section One That the City Council of the City of Aspen hereby approves that CONTRACT between the City of Aspen, Colorado, and Dellenbach Motors 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: P18 I, Kathryn S. Koch, duly appointed and acting City Clerk .do certify that the foregoing is a tree and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held ~--~('~/¢ ,2005. 03/10/2005 11:19 001 DELLENBACH MOTORS PAGE 02 SUPPLY PROCUREMENT AGREEMENT (~ITY OF ASPEN BID NO. 2005 - 2FM · :? THIS AGREEMENT niade and 'entered into, this '2~'th L: day :' .of 2005, by and between the City of Aspen, Colorado, herei~qafter r~ermd t° al the' "Ci~'= and Delian,.ach Motors . hereinafter referred to as the "Vendor." ~ WITNESSETH, that w~ereas the City wishes to pure 'ese. Four ~4~ ~ ton Pickups (21 beina hy-I~ri~l'~ 0~. ~11 'Car~0 *+ '~an~ Herei .n~te. r c~.!led the UNIT(S), in accordance with the terms end conditions outlined in the Contra~ .DoCUments and any associated Specifications and Vendo~ wishes to sell said UNIT to the C. ity as specified in its.Bid. NOW, THEREFORE, the City andthe Vendor, for the considerations hereinafter :set forth, agree as fotlows: .,. · .... ?i-:-.~- :' ' : · ' .... '.'~. ' :;.' .' .i · ~'.~ ~; purchaSe. Vendor agrees to sell and City agrees to purchase the UHIT(S) aa de~cll, bed in ~h~'Contmct D~:Ui:llents-..and i more ~peciflcally' in Vendol~s Bid::"f0l~'the '.i:~i.''Of _ _.S_iXtVi One Tho,,sand. Four Hundred l'hirtv Four and no cedt! ~lollers~($ 8t:~,~.001. :2~ t. (FOe ~0S0 RD. 3. ~28~[.~2~U~)~. This Agreement shall include all Contract Documents ss the same are listed in the invitation to Bid and said Contract Documents are hereby made a part of this Ag~ent.as. ~ MI.y set out at ler~gth ~erein, ;. .. : .!~4. w;Imanties. A full description cf all warranties assodate;I with this p~r~l~e Shall ...acco~3an¥. this contract document. .. 5. Successors and Assio~. This Agreement and a of the covenants hereof shall nure to the bela'it of and be binding ·upon the City and the Vendor ,re~vely and ~elr 'agent~, ' re~' ~,es; employee, su ~cceSs. ors, assigns and legal re..p~pta~.;~:~e~:t ~h~, ,C ~nor . .the' ~"endir shal have the .dght to a~ gn, transfer or ~b et its nt~rest.~. ~bllg~i..~,~lu. nder.. . ~. · . 6. ~. This Agreement does not and shall not be deemed Or C°ns~'.:~A,~o.nfer upon or grant to any third party or paffies, except to pa~es to whom Vendo~ 0~ city.~¥,a~lgn this Agreement in accordance with the spe?c written permission, any rlghts to ~laim d~mages or to ~ng any su~t, action or other proceed ng age nat either th'e C fy 'or Vendor ~ ~ any . braa~h-hereof or because of any of the terms' covenants agreemer'~' or"=cnd~o~' :~,ihereln · 'contaihed, : : '::,i' '.?i.~..~ ' 7. Waivers. Nc waiver of default by either party of any of the terms, covenants or conditions hereof Io be performed, kept and observed by the other party shall be ~strued, or o~rete as, a waiver of any subsequent default of any of the terms, covenants ~' ~ondltlons herein contained, to be performS, ~<ept and observed by the other pa~. ? - ~URCH, DOC 8. A~reement Made in Colorado, The part[es agree that this Agreement was made in accordance with the laws of tl~e State of Colorado and shall be so ~onstrued. Venue is agreed to be exclusively in the courts of Pitkin County, Cotorado. g. 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 Presumotion. 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 adse far or against either party based on any alleged unequal status of the parties in the negotiation, review or drafting of the Agreement. 11. Cel~cation Reeardino Oebarcrlent, Suspension, Inalioibilltv. and Voluntary E[cJ.u~si,on. Vendor certifies, by acceptance of this Agreement, tllat neither it nor its pflncipal$ 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 this statement, an explanation was attached to the Bid and was determined by the Cit~ to be satisfactory to th~ City. 12. Warranties A~etnst Continoent Fees, Gratuities. Kickbacks dod 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 or former 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 therefor. Vendor represents that no official, officer, employee or representative of the City dunng 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 C[t~ Council approved the execution of this Agreement. '7, - PUP, CH. DOC 0@/10/2005 11:19 001 DELL£NBACH MOTORS 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: Cancel this Purchase Agreement without any liability by the City; Debar or suspend the offending parties from being a vendor, contractor or sub-contractor 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 The sale contemplated by this Agreement may be cancelled by the City prior to acceptance t~y 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. 14. Fuhd 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 th.e availability of of those funds for payment pursuant to the terms of this Agreement. 15. Ci:[~,_.CQuncii AoorovaL If this Agreement requires the City to pay an amount of money in excess of $10,000.00 it shall not be deemed vatid until it has been approved by the City Council of the City of Aspen. 16. Npn-Di~,crimination. No discrimination because of race, color, creed, sex, madtal status, affect/oriel or sexual orientation, family responsibility, national odgin, 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 non- discrimination in employment. Vendor further agrees to comply with the letter and the spidt of the Colorado Ant/discrimination ACt of 1957, as amended, and other applicable state and federal laws respecting discrimination and unfair employment practices. 17. Inteqration and Modification. This written Agreement along with all Contract Documents shall constitute the contract between the parties and supersedes or incorporates any prior wdtten 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 Pe in writing and be executed by the parties hereto. 18. Authorize.~ Reoresentative. 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 and complete authority to enter into this Agreement for the t,~rms and conditions specified herein· ?-PURCH. DOC 0B/10/2005 11:18 001 D~LLEMBACH MOTORS iN WITNESS WHEREOF, The City and the Vendor, respectively have caused this Agreement to be duly executed the ctay 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'CrEST: City Clerk ~-RURCH.DOC