Loading...
HomeMy WebLinkAboutresolution.council.034-05 RESOLUTION NO. 34 Series of 2005 A RESOLUTION OF THE CITY OF ASPEN, COLORADO, APPROVING A MOTOR VEHICLE PURCHASE AND BUY BACK AGREEMENT BETWEEN THE CITY OF ASPEN AND CENTRE OF THE ROCKIES, INC., AND AUTHORIZING THE MAYOR OR CITY MANAGER TO EXECUTE SAID DOCUMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a Motor Vehicle Purchase and Buy Back Agreement between the City of Aspen and Centre of the Rockies, Inc., a copy of which document 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 the above referenced agreement and contract in substantially the form as appended hereto as Exhibit "A", and does authorize the City Manager or Mayor of the City of Aspen to execute said document on behalf of the City of Aspen. Dated: ~[-Ielen Kal~n't~l'a~der~d, Mayor I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Cotmcil of the City of Aspen, Colorado, at a meeting held~ cvO ~ ,2005. rathryn S. Ko~}{, Q]i-y Clerk MOTOR VEHICLE REIBURSEMENT AGREEMENT THIS contract, effective as of the 23~ day of May, 2005, by and between Centre of the Rockies, Inc., doing business as Roaring Fork Volvo, with its prlncipal place of business at 115 6~h St, Glenwood Springs, Colorado 81601, (hereinafter called "RFV') and the CITY OF ASPEN, COLORADO, with its principal place of business at 130 South Galena Street, Aspen, Colorado 81611 (hereinafter "Aspen") (together, the "Parties"). WITNESSETH: WItEREAS, RFV is the sole local retailer of Volvo passenger vehicles (hereinafter "Volvo's" or "Volvo Cars") manufactured by the Volvo Car Corporation; WHEREAS, RFV has agreed to subsidize the cost of Volvo Cars to the City of Aspen; WHEREAS, RFV is willing to provide to Aspen a limited number of Volvo Cars for such use under the terms and conditions hereinafter set forth in recognition of the public relations value of having Volvo Cars placed in such service; and WHEREAS, The City of Aspen has agreed to obtain Ten (10) Volvo Cars from RFV on the terms and conditions hereinafter specified; and one complimentary vehicle. WltEREAS, the City will Purchase these Ten (I0) vehicles for the cost of $311,570 and sell them back to RFV for $185,000 at the end &the three-year term. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, IT IS HEREBY AGREED: 1. ProperWCovered RFV hereby provides to Aspen the Volvo Cars described in Exhibit "A", of this agreement, attached hereto and incorporated by reference herein. Any changes to the specific Volvo Cars to be delivered by RFV hereunder shall be reflected in writing and executed by the Parties. Such writing shall be made a part of this Agreement. Delivery RFV, at its expense, will deliver the Volvo Cars to a site designated by Av-Tech Electronics, INC., of Golden. Colorado, or will provide adequate space in it's facilities to allow for the installation &police equipment by Av-Tech Electronics INC., in the Volvo Cars specified in Exhibit "A". The Volvo Cars will be given a standard pre-delivery inspection and preparation by RFV at RFV'S expense prior to delivery. RFV will deliver vehicles to Aspen at,er installation of police equipment by Av-Tech Electronics. Aspen shall be solely responsible, at its expense, for any special preparation of the Volvo Cars for police work. It is understood and agreed, however, that RFV shall incur no liability to Aspen for failure to deliver or delay in delivery of the Volvo Cars if the same results from war, fire, labor disputes, accident, acts of God, acts of any government, riots, interruptions of navigation, embargoes, blockades or any other causes beyond its control, Terms of Payment a. The City of Aspen will remit payment of $311,570 to RFV. b. It is understood and agreed that Aspen shall pay all registration fees, any special license or tax required and any mileage taxes, fuel surtaxes and highway or bridge tolls which may result from the operation ofzhe Volvo Cars by Aspen. c. RFV agrees to contribute payments to the City of Aspen in the amount of the $166.00 per vehicle per month for a 3-year period for ten (10) vehicles, RFV guarantees the residual value of $18,500.00 per vehicle, on any Volvo vehicle listed in Exhibit "A" to the City of Aspen, and agrees to purchase such vehicles from the City of Aspen at the end of the three-year term. RFV guarantees the residual value on the condition that a vendor approved by RFV performs all police equipment installation. Paintinm Letterin~ and An~earance RFV shall deliver the Volvo Cars in metallic paint, and Aspen shall at its expense cause the Volvo Cars to be painted and lettered to its specifications. Aspen shall be responsible for the removal of such painting or lettering at the conclusion of this pumhase agreement RFV at any point during this agreement. Alterations: Addition of Enut~ment (a) Aspen may equip the Volvo Cars with optional equipment related to its police work; provided, however, that if, in the sole opinion of RFV any of such equipment can or does cause or induce excess wear or mechanical problems with the functioning of the Volvo Car or any of its components, RFV'S obligation under its warranty to repair such wear or mechanical problems may, in RFV'S discretion, be deemed null and void, unless RFV has rendered a prior written and/or verbal opinion regarding such equipment as provided in paragraph 5(b) hereinbelow. Prior to returning any vehicle to RFV, Aspen shall dismount all such equipment and may retain the same. Failure to dismount any such equipment will cause title thereto to vest in RFV. All costs incurred by Aspen in connection with installing and removing such equipment shall be borne exclusively by Aspen. (b) In the interest of maintaining the warranty of the Volvo Cars in good standing, RFV requires that only vendors approved by RFV be used for the initial installation of police equipment. The RFV approved vendor for the installation of police equipment in all Volvo Cars included in this agreement, is Av-Tech Electronics INC., of Golden, Colorado. (c) Except as provided in Paragraph 5(a) hereof, Aspen shall not make any smictural alterations or affix any non-police work related special equipment to the Volvo Cars without the prior written consent of RFV. Aspen shall be entitled to consult RFV for a prior opinion on the likelihood of excess wear or mechanical problems resulting from the mounting of any particular piece of optional equipment and RFV shall be bound by its written opinion in the event of subsequent warranty claims. 6. Covenants, Representations and Warranties of Aspen 2 Aspen covenants, warrants and represents to RFV as follows: (a) That the Volvo Cars purchased hereunder shall not be used or operated: (i) in violation of any applicable provision of law or by any person under the age of 18 or who is not qualified and duly licensed as a driver; (ii) by any person other than the persons employed by Aspen who are subject to Aspen's exclusive direction and control; (iii) by any person while under the influence of any intoxicants or drugs; (iv) in excess of applicable speed limits (except in the usual course of police business, including police training), or in a reckless or abusive manner, or in any race or speed contest; (v) outside the scope of the driver's employment and the usual course of Aspen's police business in accordance with the established policies of the Aspen City Council; (b) That, subject to the terms of this Agreement, the Volvo Cars will at all times during this Agreement be operated under Aspen's exclusive dominion and control in accordance with the terms of this Agreement; (c) That Aspen will file or assist KFV in filing any and all returns or reports required by any governmental body as a result of the use or operation of the Volvo Cars hereunder; (d) That Aspen will assume and pay for all normal operating expenses associated with the use and operation of the Volvo Cars, including, but not limited to, fuel, lubricants, tires, antifreeze, oil filters, chains, any items required to be replaced during regularly scheduled maintenance or as a result of normal wear and tear, and any and all equipment required by Aspen's use of the Volvo Cars; Acknowled,~nents of Aspen Aspen acknowledges and agrees: (a) That the Volvo Cars are the sole and exclusive property of City of Aspen; (b) Normal maintenance shall mean all service required by the Service Manual to keep the Volvo Cars in proper operating condition. Services and/or spare parts as may be required as a resuR of defects in material and workmanship in the Volvo Car or in any component part thereof are covered by the Volvo Car Corporation standard vehicle warranty, which is the only warranty given with respect to the Volvo Cars. In accordance with such warranty, RFV will furnish all spare parts required to remedy any defects in material and workmanship covered by the warranty. Aspen understands that given the unique use of the Volvo Cars as police vehicles, the tires of the Volvo Cars may experience heavier than normal wear and tear, and thus require replacement sooner than would be expected under normal use. The tires of the Volvo Cars are not covered, directly or indirectly, under the Volvo Car Corporation Limited Warranty or any other warranty of the Volvo Car Corporation. go Experimental Data: Insoections (a) RFV may send an employee to Aspen periodically during the term of this Agreement to inspect the Volvo Cars in order to evaluate their use in Aspen's police work. Aspen shall fully cooperate with such employee and shall permit him to inspect the Volvo Cars at Aspen's premises during normal business hours, and shall endeavor to provide him ~vith such information regarding the Volvo Cars as he may reasonably request. Aspen shall provide RFV with such information with respect to the Volvo Cars as may be compiled by it through its cost control system or otherwise, including, but not limited to, information with respect to mileage, maintenance costs, and fuel consumption, and details of any instances of faulty operation or mechanical problems. Aspen shall provide such information on a monthly basis, if requested by RFV. Aspen shall arrange for all Volvo Cars purchased hereunder to be covered from the date this Agreement commences by the auto liability and comprehensive and collision insurance policy or policies which presently cover other motor vehicles owned or purchased by Aspen, as said policy or policies may be modified or replaced during the term of this Agreement. RFV shall be a named insured under such auto liability policy or policies and loss payee under such comprehensive and collision policy or policies. It is agreed that the liability insurance shall have limits of not less than a $300,000.00 primary liability insurance with a $1,000,000.00 excess blanket coverage for combined limits of liability for bodily injury and damages to property resulting from any one accident, and that such comprehensive and collision insurance shall insure the Volvo Cars for their actual cash value. Aspen shall arrange for such insurance policy or policies to provide that the coverage thereunder shall not be cancelled or altered so as not to conform to the requirements of this Agreement without ten (10) days prior written notice RFV, Aspen shall deliver to RFV contemporaneously with the execution of this Agreement and thereal~er upon renewal of the required insurance, a certificate of insurance evidencing Aspen's compliance with the insurance requirements detailed above. 10. Hold Harmless Aspen, within its legal ability to do so under the Constitution of the State of Colorado and its home-rule charter and without in any way or manner intending to waive or waiving the defenses or limitations on damages as to non-parties to this Agreement provided for under the Colorado Governmental Immunity Act, the Colorado Constitution, its home-rule charter or under common law or the laws of the United States or the State of Colorado, shall indemnify and hold harmless RFV against any and all of the following: (a) all damages which are reduced to final judgment in a court of competent jurisdiction and involve any negligent act or omission by Aspen, its agents, officers, or employees, in connection with the perfOrmance of this agreement arising out of the use or operation of the Volvo Cars by Aspen. 4 3 'd ~[8'°N ~dL~:t ~00~ 'Lt'~ 11. (b) (¢) (d) (e) All loss, damage, cost and expenses/-esialting from Aspen's violation of any term of this Agreement or breach of Aspen's violation of any term of this Agreement or breach of Aspen's warranties as expressed herein. All loss or damage to the Volvo Cars during the purchase period, not arising out of any negligence on the part of RFV, its agents, servants and employees, and in accordance with Schedule B - General Guidelines for Vehicle Evaluation On Surrender of Vehicle, attached hereto and incorporated by reference herein. The value of all tires, tools, standard equipment and accessories originally provided by RFV that are lost or stolen from the Volvo Cars. All damages to property resulting from the operation of the Volvo Cars efta public road, (f) Any loss or damage arising out of a labor dispute. (g) Any fines, forfeitures, seizures and penalties arising out of the use or operation of the Volvo Cars by Aspen in violation of any applicable provision of law. Termination ' (a) In the event of any violation or default by Aspen with respect to any of the terms of this Agreement, RFV may terminate this Agreement by giving thirty (30) days written notice thereof to Aspen by registered mail, return receipt requested, during which period Aspen may cure said default. In the event Aspen continues in default after said thirty (30) day period in which to cure, RFV may recover the Volvo Cars wherever they may be located. (h) Upon the expiration or termination of this Agreement for any reason, Aspen shall make the Volvo Cars available for pickup by the local dealer, free and clear of all liens and encumbrances caused by or arising out of any act or omission of Aspen. (c) Aspen shall be responsible for reconditioning expenses caused by other than normal wear and tear. Certain examples are more fully described in Exhibit B. 12. Miscellaneous (a) Aspen shall not sublet or relet any of the vehicles used hereunder or assign this Agreement, nor any of its rights or obligations hereunder. (b) This Agreement shall be binding upon and shall operate for the benefit of the parties hereto and their legal representatives, successors and assigns. (c) This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. (e) This Agreement shall constitute the entire agreement, and shall supersede any and all prior agreements, between the parties with respect to the subject matter hereof, and may not be changed, amended or modified, except by an instrument in writing signed by both of the Parties. 5 9 'd g [S'°N LG:t OOg (0 (g) The waiver by either Parry of a brea, ch of any provision of this Agreement shall not operate or be e, onstrued as a waiver of any subsequent breach of the same or any other provision of this Agreement. Notices to be given to thc Parties to this Agreement shall be considered to be given if personally delivered or if deposited in the United States Mail to the parties by registered or certified mail at the addresses indicated below, or such other addresses as may be substituted upon written notice by the parties or their successors or assigns: CITY OF ASPEN City Manager 130 South Galena Street Aspen, CO81611 CENTRE OF THE ROCKIES, INC., DBA: ROARING FORK VOLVO 115 6~h St, Glenwood Springs, Colorado 81601 IN WITNESS WHEREOF, the parties have duly executed this Agreement the day and year first written above. ROARING FORK VOLVO By: '~ 6 EXHIBIT. ~A' PURCHASED VEHICLES Patrol Vehicles Year Model Descrintion Color 2006 Volvo XC-90 SUV 2.5T Silver Metallic VIN# Volvo Reimbursement Car I $166 per month Car 2 $166 per month Car 3 $166 per month Car 4 $166 per month Car 5 $166 per month Car 6 $166 per month Car 7 $ t 66 per month Administrative Vehicles Year Model Deserit>tion Color 2006 Volvo XC-90 SUV 2.5T Titanium Grey Metallic VIN# Volvo Reimbursement Car I01 $166 per month Car 102 $166 per month Car 103 $166 per month Training Vehicles Year Model / Description Color 2006 Volvo S40 or similar Any The training vehicle is being provided to Aspen by RFV at no cost to Aspen_ This vehicle may be exchanged for any like Volvo vehicle at RFV's discretion. 7 EXHIBIT "B' GENERAL GUIDELINES FOR VEHICLE EVALUATION ON SURRENDER OF VEHICLE EXTERIOR PAINTED SURFACE EACH VEHICLE WILL BE RETURNED TO RFV IN GOOD MECHANICAL AND OPERATIONAL CONDITION. ASPEN, UPON REQUEST WILL FURNISH DOCUMENTATION THAT RECOMMENDED MAINTENANCE SERVICES HAVE BEEN COMPLETED AT THE APPROPRIATE MILEAGE INTERVALS. THE VEHICLE WILL HAVE NO DENTS IN THE BODY EXCEPT WHAT IS KNOWN AS NORMAL WEAR. ANY DEFECT LARGER THAN ONE (l") INCH IN DIAMETER WILL BE CONSIDERED NOT NORMAL WEAR AND WILL BE REPAIRED BY ASPEN OR CHARGED FOR IT AT THE TIME OF SIGN-OFF. IF A CHIP OR NICK DOES NOT REQUIRE METAL WORK OR FILLING, IT IS NOT CHARGEABLE. MOLDINGS MOLDINGS OF BRIGHT METAL, LIKE BUMPERS, SERVE A PROTECTIVE FUNCTION. THEY CATCH THE LMPACT OF OBJECTS THAT OTHERWISE WOULD DAMAGE THE SHEET METAL AND PAINT. DAMAGE TO MOLDINGS, THEREFORE, ARE NORMAL WEAR AND TEAR SINCE THE MOLDING HAS MERELY TAKEN ABUSE IT WAS DESIGNED TO TAKE, ASPEN WILL PAY ONLY FOR DAMAGE OR DEFACEMENT CREATED BY SEVERE EM'PACT. THE APPEARANCE OF THE DENT OR SCRAPE WILL GIVE A DEFINITE INDICATION OF HOW THE DAMAGE WAS DONE. FOR EXAMPLE, THE OPENED DOOR OF A CAR PARKED ALONGSIDE MAY MAKE A VERTICAL DENT TO THE MOLDING. THIS DENT IS FUNCTIONAL. THE MOLDING HAS PROTECTED THE EXPENSIVE PARTS OF THE BODY IN A NORMAL DRIVING SITUATION. SEVERE IMPACT, AS IN MINOR OR MAJOR COLLISION, USUALLY TAKES THE FORM OF HORIZONTAL DEFACEMENT OF THE MOLDING. ASPEN IS THEN CHARGEABLE FOR COST OF REPAIRS OR REPLACEMENT. CARS WHICH DO NOT HAVE MOLDINGS TO PROTECT THE SHEET METAL ALSO RECEIVE DAMAGE IN THE FORM OF VERTICAL DENTS IN THE SHEET METAL ITSELF. ASPEN IS CHARGEABLE FOR COST OF REPAIRS OR REPLACEMENT DUE TO SUCH DAMAGE. GRILLES DAMAGE TO A FRONT GRILL FALLS INTO FOUR CATEGORIES: 2. 3. 4. SEVERE DAMAGE THAT 1S BEYOND REPAIR; LESSER DAMAGE THAT MAY BE REPAIRED MINOR BLEMISHES THAT ARE NORMAL WEAR AND TEAR; AND, CRACKS OR METAL FAILURE CAUSED BY DEFECT IN CONSTRUCTION OF TIdE AUTOMOBILE. ASPEN WILL PAY FOR REPLACEMENT OF A GRILLE IN CATEGORY 1 AND PAY THE CHARGES NECESSARY TO REPAIR A GRILLE IN CATEGORY 2 BUT WILL ASSUME NO RESPONSIBILITY FOR ITEMS IN CATEGORYES 3 AND 4, NICKS FROM FLYING STONES, ETC. ENCOUNTERED BY THE FRONT END GRILLE OF A MOVING CAR ARE NORMAL WEAR AND TEAR. FAILURE OF A DEFECTIVE 8 GRILLE USUALLY IS MANIFESTED BY'A BREAK OR BENDING OF THE MATERIAL IN ABSENCE OF ANY SION OF IMPACT, IF DEFACEMENT OF THE GRILLE tS SUCH THAT IT SEKIOUSLY DETRACTS FROM THE SALEABILITY OF THE CAR, REPLACEMENT IS CI-IARGEABLE TO ASPEN. WHEEL COVERS WHEEL COVERS, TRIM RINGS AND HUBCAPS SUFFER MINOR DAMAGE IN THE ORDINARY COURSE OF DRIVING. ONLY IHE MORE SERiOUS DENTS, BENDS AND SCRAPES CAUSED BY SIDESWIPES ARE CHARGEABLE TO ASPEN. MINOR DENTS AND SCAPES ARE CONSIDERED NORMAL WEAR AND TEAR. CARPETING. UPHOLSTERY AND INTERIORS SOILED UPHOLSTERY IS NOT CHARGEABLE TO ASPEN SINCE IT CAN BE CLEANED, Birr STAINED UPHOLSTERY WHICH CANNOT BE CLEANED IS CHARGEABLE. CIGARETTE BURNS AND SINGES CONSTITUTE ABUSE AND ARE CHARGEABLE TO ASPEN. RIPS AND TEARS OF UNSIGHTLY SIZE ARE CHARGEABLE, BUT NOT SMALL TEARS OR SEAM SEPARATIONS. THE SAME APPLIES TO DOOR PANELS AND INTERIOR TRiM. IN THE HEADLINING, RIPS OVER ONE (1") INCH IN LENGTH ARE CHARGEABLE. MINOR TEARS ARE NOT, TRIANGULAR SHAPED TEARS ARE CHARGEABLE. FRONT FLOOR MATS AT THE HEEL POSITION CAUSED BY A PERSON'S SHOE WHEREIN THEY WERE DEPRESSING THE ACCELERATOR, WEAR IN THIS AREA CAN BE CLASSIFIED AS NORMAL WEAR AND TEAR. ASPEN WOULD NOT BE CHARGED. WHEELS AND TIRES TIRE RIMS MAY BE BENT OR sCRAPED TO A VARYING DEGREE. TOWN OF ASPEN HAS AN OBLIGATION TO REPAIR OR REPLACE DAMAGED RiMS DEPENDING ON THE DEGREE OF DAMAGE. IF THE ROLLBACK OF THE RiM IS NOT TOO SEVER.E, IT MAY BE STRAIGHTENED OUT, BUT BADLY SCRAPED WHEELS MUST BE REPLACED. TIRES, INCLUDING SPARE, MUST BE IN GOOD CONDITION WITH AT LEAST ONE- EIGHTH (1/8) OF AN INCH OF TREAD REMAINING ACROSS THE FACE OF THE TIRE. REPLACED TIRES MUST BE OF MATCHING BRAND AND TREAD DESIGN, AND OF A BRAND AND QUALITY COMPARABLE TO THOSE ORiGINALLY SUPPLIED. WINDSHIELDS THE UNDERSTANDING WITH RFV CALLS FOR REPLACEMENT OF BROKEN OR DAMAGED GLASS OR EQUIVALENT CFIARGEBACKS, FIOWEVER, CRACKS MAY BE CAUSED BY STRESS IN THE GLASS OR 1N THE FRAME HOLDiNG IT IS A PRODUCT DEFECI COVERED BY WARRANTY AND ASPEN WOULD NOT BE CHARGED IN THIS CASE. 9 'ON 74d8~:l ~00~ 'L['~