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HomeMy WebLinkAboutresolution.council.064-04 RESOLUTION NO. ~ Series of 2004 ~ A RESOLUTION OF THE CITY OF ASPEN, COLORADO, APPROVIN~ A CONTRACT BETWEEN THE CITY OF ASPEN, COLORADO, AND C~lin_ ~ AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID DOCUMENT(S) Olq 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 Carlin Dodge I.N.C a copy of which contract is annexed hereto and made a part thereof. NOW, WHEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO: Section One That the City Council of the City of Aspen hereby approves that CONTRACT between the City of Aspen, Colorado, and Carlin Dodge I N.C 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: ,2004. Helen Kalin Klandemd, Mayor I, Kathryn S. Koch, duly app°inted and ~g City Clerk do certify that the foregoing is a Irue and accurate coPy of that resolution adopted bY the City Cotmeil of the City of Aspen, Colorado, at a meeting held ,2004. Kathryn S. Koch, City Clerk SUPPLY PROCUREMENT AGREEMENT CITY OF ASPEN'BID NO. 2004'- 7FM THIS AGREEMENT made and entered into, this qst day of ,July of 2004, 'by ~hd between the City of Aspen, Colorado, hereinafter referred to as the "City" and Carlin Dodqe INC. , hereinafter referred to as the '~/endo~." WlTNESSETH, that whereas the City wishes to purchase= Four (4) 2005 DodGe Duranclo's with Traction control and side air baq options. Hereinafter celled the UNIT(S), in accordance with tha'"te~ms 'and ~)6di[i0ns obtlined 'in~ ~t~ 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 here nafter set forth, agree as follows: 1. Purchase. Vendor agrees to sell and City agrees to purchase the UNIT(S) as described in the Contract Documents and more specificelly in Vendor's Bid for the Sum of _ NinetyThousand,Eiqhty and no cents Dollars ($ 90,080.00 ). 2. Option to purchase. In addition, Vender agrees to sell and the City of Aspen may agree to purchase up to Three (3) units of the same qua ity and specificetions as the vehicles that are the subject of the agreement for the sum of ($ 22,520.00 ea.) Twenty Two Thousand, Five-Hundred twenty, each ~ During theSix month period following the date of this agreement. 3. Delivery. (FOB 1080 POWER PLANT RD. ASPEN, CO.) 4. Contract Documents. This Agreement shall include all Contract Documents as the same are listed in the Invitation to Bid and said Contract Documents are hereby made a kart of this Agreement as if fully set out at length herein. 5. Warranties. A full description of all warranties associated with this purchase shall accompan~act document. 6 Successors and Assiqns. 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 thbir' agents, representatives, employee, successors, assigns and legal representatives. Neither the City nor the Vendor shall have the dght to assign, transfer or sublet its interest ~)r obligations'hereunder without the written consent of the other party. 7. Third Parties. This Agreement does not and shall not be deemed or C0nstrUad to confer uoon or arant to any third party or parties except to ~)art~es tc Whom vend'~r'or City m~y- assign tt~is Agreement in accordance with the spec[ftC ~tten~p~'~hi~0n 'ariy ri~tS t6-cl~im damages or to bdng any suit, action or other proceeding against either the City or-Ve6dor becehse of any 7 - PURCH. DOC breach hereof or because of any of the terms, covenants, agreements or conditions herein contained 8. W~ivers. No waiver of default by either party of any of the terms, covenants or conditions hereof to be performed, I~ept and observed'l~ th'e 0'~r~'~ty'sl~llq~"~'~tYiJ~d, 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. 9. Aqreement Made in Colorado. The parties agree that this Agreement was made in accordance with the iaws of the State of Colorado and shall be so construed. Venue'is agreed to be exclusively in the courts of Pitkin COunty, Colorado. 10. 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, 11. 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. 12. Certification Reqardinq Debarment, Suspension. Ineliaibility, and Voluntary Exclusion. Vendor certifies, by acceptance of this Agreement, that neither it ~i0r its '~rih~:[p~ls'i~ 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 pdor to submitti,ng its Bid that it did i'n~lude;this clause without modification in all lower tier transactions, solicitations, proposals, contracts and subco6tracts, in th-e' e~,eht mat ve6dor Or any lower tier participant was unable to certify to this statement, an eXPlanation was atta(~hed to the Bid 'and was determined by the City tO be satisfactory to the City. 13. Warranties Aqainst Continqent Fees, Gratuities, Kickbacks and Conflicts 'of Interest. Vendor warrants that no person or selling agency 'has been employed or retained tO' {olicit or secure this Contract upon an agreement or underStanding fdr a commiSSi°n, 15ercentage, brokerage, or contingent fee-, excepting bona fide employees or bona fide established ~ommercial 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 solicitati6n or proposal therefor. Vendor represents that no official, officer, employee or representative of the City dudng 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 these that may have been disdlosed at the time City Council approved the execution of this Agreement, 7-PURCH.DOC 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 the City; ' Debar or suspend the offending pa/ties from being a'~ndor, contractor or sub-contractor under City contracts; Deduct from the contract price or consideration, or otherwise mc, over, 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 cancelled by the City pdor to acceptance by the City whenever for any reason and in its sole discreti6n'the City shall deterfi'iine that such cancellation is in its best interests and convenience. 14. Fund Availability. Finandal obligations of the City payable after the Current-fiscal year are contingent upon funds for that purpose being appropriated, budgeted and othem/ise made available. If this Agreement contemplates the City utilizing State ~r f~d~i'al' funds' [6"r~et' its obligations herein, this Agreement shall be contingent upon the availability 'c~f of thOS~ funds for payment pumuant to the terms of this Agreement. 15. City Coundl Approval. If this Agreement requires the City to pay an amoudt of money in excess of $10,000.00 it shall not be deemed v~iid until it has beeh a~proved byfh~ City ~0uncil of the City of Aspen. 16. Non-Discrimination. No discrimination because of race, color, creed, sex, marital status affecti6nal or sexual orientation, family responsilbility,'nati~bhal"~Hgii~, ah'Cestry, hAr~didap, 6r religion shall be made in the employment of Persons t-o ~be-rf'6~n~--u'nd~F"this 'Ag~er'h~[ 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 ~pirit of the Colorado Antidiscdmination ACt of 1957, as amended, and 0the'r'~ppli~bl~ state' and fEdehal'-iaw§ respecting discrimination ant unfair employment practices. 17. Inteqration {ind Modification. This written Agreement along with al] Contract Documents shall constitute the contra~ between the parties and supersedes Or incorporates any prior written and oral agreements of the parties. In addition, vendor understands that no city offic a or emp oyee, other than the Mayor and'City' Council' ~c§ng a-s a b~dy 'A("~' C~u~i~ h'ieeting, has authority to enter into an Agreement or to .m?~_~ify the terms of-the A!~ree~ent on b~hal~'0f th~ City. Any such Agreement or rfi0difica~tibiYt6 th~-Agi~em~:if ifl~'~ b~' n ~r t hg"ah~d~b~'~x~c~ted by the parties hereto. 7 - PURCH. DOC 18. Authorized Representative. The undersigned representative of Vendor, as an inducement to the City to execute this Agreement, represents that heJshe is an authorized representative of Vendor for the purposes of executing this Agreement and that' h~J§he 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 duty 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: By: City Clerk VENDOR: By: Title. 7 - PURCH. DOC