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HomeMy WebLinkAboutresolution.council.045-05RESOLUTION # (Series of 2005) A RESOLUTION APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN, COLORADO, AND MOTOROLA INC. SETTING FORTH THE TERMS AND CONDITIONS REGARDING POLICE MOBILE & PORTABLE RADIOS AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT WHEREAS, there has been submitted to the City Council a contract between the City of Aspen, Colorado, and Motorola 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 Motorola Inc. regarding Police Mobile & Portable Radios, 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. Helen Mayor I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a tree and accurate copy of that reso!u,)ion adopted by the City Council of the City of Aspen, Colorado, at a ~~g~f ~-- K"athrft~ ~.~h, City Cler~ SUPPLY PROCUREMENT AGREEMENT THIS AGREEMENT, made and entered into, this 20th day of May, 2005 aetween the City of Aspen, Colorado, herein after referred to as the "City" and Motorola hereinafter referred to as the "Vendor". WITNESSETH, that whereas the City wishes to purchase a variety of Radios /Equipment hereinafter called the UNIT/S) being more tully described and attached herewith as 'Exhibit A', in accordance with the terms and conditions outlined in the Contract Documents and any associa ted Specifications, and Vendor wishes to sell said UNFf fo 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 UNffI5) as described in the Contract Document and more specifically in Vendor's Bid for the sum in.dicc~ted for each unit in "Exhibit A". 2. Delivew. Aspen Police Department 506 East Main Street, Suite 102 Aspen, CO 81611) Con,lract Documents, This Agreement shall include all Contract Documents os the same are listed in the Invitation to Bid and said Contracl Document are lflereby made a par~ of this Agreement as Jf fully set out at length herein. 4. Warranties. (Per Manufacturer). Successors and Assi,qns, This Agreement and all of the covenants hereof shcfll inure to the benefit of and be binding, upon the. City and. the Vendorrespecfively and their agen~r~, represe~lc~tives, emptc~y~, successors, assigns and legal representatives. N'either the Ci~. nor the Vendor shall have the right fo assign, transfer or sublet its interest or obligations hereunder withc~tzt the written consent of the other party. Third Parties. This Agreement does not and shall not be deemed or construed fo confer upon or grant fo any third party or parties, excepl to palffies fo 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. F/A'~. ~.~. 2005 4:49Pr~ C~T¥ OF ASFEFJ ~0. 3360 P..3 Waivers. No waiver of default by either party of any of the terms, covenants or conditions hereof fo 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 pady, ~Aqreement Mode 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 couds of Pitkin Counl3', Colorado. Attorney's Fees. in the event that legal action is necessa~ to enforce any of the prowslons of ~h~s Agreement, th prevailing party shall be entitled to its costs and reasonable oHorney's fees. 10. Waiver of Presumption. This Agreement was negotiated and reviewed through the mutual efforts of the pc]tries hereto and the parties agree that no construction shall be made or presumption shall arise for or against either party based on any a[leged unequc~l status of the parties in the negotiation, review or drafting of the Agreement. 11. Cerlificat]on Reqardinq Debarment, SUspension, ineliqibility, and Voluntary Exclusion. Vendor certifies, by acceptance of this Agreement, that neither Jt nor ifs principals is presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded [rom parlicipation Jn any transaction with a Federal or State department or agency. It further certifies that prior to subm'Ltt[ng its Bid that it did include this clause without moditicat[on in ail lower tier transactions, solicitations, proposals, contracts and subcontracts. In the event thczf Vendor ar CLny lower tier participant was unable to certify to the sfatemerff, an' e>qpl'ar~c~t)on ~ct~ o+foczbe~ was determined by the City to be satisfactory to the 12. Warranties Aq.ainst Contingent Feesr gfatui,ties. Kickbacks and Conflicts of Interest. Vend'ar warran~ that 'fro person or' selling- (~ge~cy 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 employmont in connection with any decision, approval, disapproval, 'MAY,~3,2005 4:49PNI CITY OF ASPEN NC. 3~60 P. 4 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 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 City Council approved the execution at this AgreemenL In addition 1o other remedies it may have for breach of the prohibitions against contingent tees, gratuities, kickbacks and conflict of interest, the City shall have the right fo: Cancel this Purchc~e Agreement without any liability by the Cih/; Debar or suspend the offep, dLng part[es from being a yendor, contractor or subcontractor under City contracts; Deduct fram 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 ifs sole discretion the City shall determine that such cancellation is in its best interests and convenience. ]4.Fund Avaitabillty. Financial oblfgation-s of the CiJy p~yabbe after the current fiscal year are contingent upon funds for that purpose being appropriated, budge'ted crud otherwise made available. If this Agreement coTr~em/p~afe~, the' C~t'y'g$i~7~ng sCate~ or,' f~er~ meat its obligations heroin, this Agreement shall be contingent upon the avaiJability of those funds for payment pursuant to the terms of this Agreement.. 15. City Council Al~loroval. 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 if has been approved by the City Council of the City Of Aspen. "MAY, 23, NO5 4:49PM CITY OF ~r NO 3360 16. Non-Discrimination. No discrimination because of race, color, creed, sex. marital status, affecfiona] or sexuot oriontation, family responsibility. national origin, ancestry, handicap, or religion shall be made in the employment of persons fo perform under this Agreement. Vendor agrees to meet all of fhe requirements of City's municipal code, section 1398, pertaining fo nondiscrimination in employment. Vendor further agrees to comply with the letter and the spirit of the Colorado AntJdiscriminafion 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 ail Contract Documents shall constitute the contract between the parties and supersedes or incorporates any prior written and oral agreements at 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 fo fh'e 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, shaJl be considered as the original. ~I-TE T: City Clerk /~// FOR THE CITY OF ASPEN: City Manager ' ' .'~qAY. 93 20Ob 4:50PM CITY OF AS?FN NO. 3353~P. -- VENDOR: Motorola Inc. c)800 Mt. Pyramid Ct. #200 Englewood, CO 80112 (303) 689-2800 By: Title