Loading...
HomeMy WebLinkAboutresolution.council.061-05RESOLUTION #/~l (Series of 2005) A RESOLUTION APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN, COLORADO, AND AV-TECH ELECTRONICS, INC., OF GOLDEN, COLORADO, SETTING FORTH THE TERMS AND CONDITIONS REGARDING THE PURCHASE AND INSTALLATION OF POLICE EQUIPMENT IN TEN POLICE VEHICLES 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 Av-Tech Electronics, Inc., of Golden, Colorado, 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 Av-Tech Electronics, Inc., of Golden, Colorado, regarding the purchase and installation of police equipment in ten police vehicles, 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: {/~_x'_~/R4'X~" '][, ~c~'"-- Mayor I, Kathryn S. Koch, duly appoimed 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 Kathr~ S.-~o~,, City Clerk 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/he 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 Kalln~5"a~deffud, 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 Council of the City of Aspen, Colorado, at ameetingheld'-~9--~ r~ ~ ,2005. Kathryn S. Ko~l~, ~]~y Clerk MOTOR VEHICLE REIBURSEMENT AGREEMENT THIS contract, effective as of the 23'~ day of May, 2005, by mad bet~veen Centre of the Rockies, [nc., doing business as Roaring Fork Volvo, with its principal place of business at 115 6th St, Glenwood Springs, Colorado g 1601, ['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: WttEREAS, 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 o'f having Volvo Cars placed in such service; and ~ttEREAS, The City of Aspen has agreed to obtain Ten (10) Volvo Cars fi.om RFV on the terms and conditions hereinafter specified; and one complimentary vehicle. WHEREAS, the City will Purchase these Ten (I 0) vehicles for the cost of $311,570 and sell them back to R.FV for $185,000 at the end of the three-year term. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, IT IS HEREBY AGREED: 1. Property Covered 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 anc~executed by the Parties. Such writing shall be made a part of this Agreement. Deliver~ 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 of police equipment by Av-Tech Eleen-onics INC., in the Volvo Cars specified in Exhibit "A'. The Volvo Cars will be given ~ standard pre-delivery inspection and preparation by RFV at RFV'S expense prior to delivery. RFV will deliver vehicles to Aspen alter 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 fi.om 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. g 'd gfg'°N d9G:t Terms of Payznent a. The City of Aspen will remit payment of $311,570 to RFV. 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 of the 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 (I 0) 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 tenn. RFV guarantees the residual value on the condition that a vendor approved by RFV performs all police equipment installation. Painting, Lettering and Aooearance R.FV 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 purchase agreement RFV at any point during this agreement. Alterations: Addition of Equipment (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 sanae. Failure to dismount any such equipment will cause title thereto to vest in KFV. 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-Teoh Electronics INC., of Golden, Colorado. (c) Except as provided in Paragraph 5(a) hereof, Aspen shall not make any structural alterations or aflix 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 ~witten opinion in the event of subsequent warranty claims. 6. Covenants, Representations and Warranties of Aspen 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 ~vhile 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; (h) 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 RFV in filing any and all returns or reports required b~ 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 Ii'mired 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 result 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 ail 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. 'd E8'oN ldL§:[ §00 'L 'x Yt Experimental Data; Inspections (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 with such information regarding the Volvo Cars as he may reasonably request. (b) 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. 10. 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 propemj 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 thereafter upon renewal of the required insurance, a certificate of insurance evidencing Aspen's compliance with the insurance requirements detailed above. 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~mle charter or under common law or the laws of the United States or the State of Colorado, shall indemnif-7 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 a~eement arising out of the use or operation of the Volvo Cars by Aspen. 4 11. (b) All loss, damage, cost and expenses rest~lting 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. (c) Ail 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. (d) The value of all tiros, tools, standard equipment and accessories originally provided by ILFV that are los~ or stolen from the Volvo Cars. (e) All damages to property resulting from the operation of the Volvo Cars off a 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 m Aspen by registered mail, remm receipt requested, during which period Aspen may cure said default. In the event Aspen continues in default a~er said thirty (30) day period in which to cum, RFV may recover the Volvo Cars ~vherever they may be located. (b) Upon the expiration or termination of this Agreement for any reason, Aspen shall make the Volvo Cars av~dlable 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 inlet 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. 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. 9 'd dL :t (0 (g) The waiver bY either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision of this Agreement. Notices to be given to the Parties to this A~eement 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, CO 81611 CENTRE OF THE ROCK~S, lxNC., DBA: ROARING FORK VOLVO 115 6th St, Glenwood Springs, Colorado 81601 IN WITNESS WBEREOF, the parties have duly executed this Agreement the day and year first written above. ROARING FO:R.K VOLVO EXHIBIT "A" PURCHASED VEHICLES Patrol Vehicles Year Model Description Color 2006 Volvo XC-90 SUV 2.5T Silver Metallic V1N# Volvo Reimbursement Car I $I66 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 $166 per month Administrative Vehicles Year Model Descrimion Color 2006 VolvoXC-90 SUg 25T Titanium Grey Metallic VIN# Volvo Reimbursement Car 101 $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 EXItI~IT "B" GENERAL GUIDELINES FOR VEHICLE EVALUATION ON SIYRRENDER OF VEHICLE EXTERIOR PAINTED SURFACE EACH VEHICLE WILL BE RETURNED TO R.FV 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 1N THE BODY EXCEPT WHAT IS KNOWN AS NORMAL WEAK. ANY DEFECT LARGER THAN ONE (1") [NCH IN DIAMETER WILL BE CONSIDERED NOT NORMAL WEAR AND WILL BE REPAIRED BY ASPEN OK CHARGED FOR IT AT THE TIME OF SIGN-OFF. 1F 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 IMPACT OF OBJECTS THAT OTHERWISE WOULD DAMAGE THE SHEET METAL AND PAINT. DAMAGE TO MOLDEN'GS, THEREFORE, ARE NORMAL V(EAR 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 IMPACT. THE APPEARANCE OF THE DENT OR SCRAPE WILL GIVE A DEFINITE INDICATION OF HOW THE DAIVlAGE WAS DONE. FOR EXAMPLE, THE OPENED DOOR OF A CAR PARKED ALONGSIDE MAY MAKE A VERTICAL DENT TO THE MOLDING, THIS DENT IS FUNCTIONAL. TH'E 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 W~flCH 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 TITE AUTOMOBILE. ASPEN WILL PAY FOR REPLACEMENT OF A GRILLE IN CATEGORY 1 AND PAY THE CHARGES NEGESSARY TO REPAIR A GRILLE I'N CATEGORY 2 BUT WILL ASSUME NO RESPONSIBILITY FOR ITEMS IN CATEGORIES 3 AND o,. 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 SIGN OF IMPACT, IF DEFACEMENT OF THE GRILLE IS SUCH THAT IT SERIOUSLY DETRACTS FROM THE SALEABILITY OF THE CAR, REPLACEMENT IS CHARGEABLE TO ASPEN. WHEEL COVERS WHEEL COVERS, TRIM RINGS AND HUBCAPS SUFFER MINOR DAMAGE IN THE ORDINARY COURSE OF DRIVING. ONLY TI-rE MORE SERIOUS DENTS, BENDS AND SCRAPES CAUSED BY SIDESWIPES ARE CHARGEABLE TO ASPEN. MINOR DENTS AND SCAPES ARE CONSIDER_ED NORMAL WEAR AND TEAR, CARPETING, UPHOLSTERY AND INTERIORS SOILED UPHOLSTERY IS NOT CHARGEABLE TO ASPEN SINCE IT CAN BE CLEANED, BUT STAIN-ED 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 IHIS 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. ~INDSHrELDS THE UNDERSTANDING WITH RFV CALLS FOR REPLACEMENT OF BROKEN OR DAMAGED GLASS OR EQUIVALENT CHARGEBACKS. 140WEVER, CRACKS MAY BE CAUSED BY STRESS IN THE GLASS OR 1N THE FRAME HOLDING IT IS A PRODUCT DEFECT COVERED BY WARRANTY AND ASPEN WOULD NOT BE CHARGED IN THIS CASE. 9 'd ES'°N L dSc :l 500 Attachment "B" SUPPLY PROCUREMENT AGREEMENT THIS AGREEMENT, made and entered into, this 8th day of August 2005 between the City of Aspen, Colorado, herein after referred to as the "City" and Av-Tech Electronics Inc., of Golden, Colorado, hereinafter referred to as the "Vendor". WITNESSETH, that whereas the City wishes to purchase a variety of Police Vehicle Emergency, Storage, and Electronic Equipment to be Installed in Ten (10) Volvo Police Cars, hereinafter called the UNITS, being more fully described and attached herewith as: 'Exhibit A' 'Exhibit B' 'Exhibit C' - Av-Tech Quote # 0010309 - Av-Tech Quote # 0010108 - Av-Tech Quote # 0011289 7 Marked patrol vehicles 3 Unmarked Admin vehicles Digital Video Management System in accordance with the terms and conditions outlined in the Contract Documents and any associated Specifications, and Vendor wishes to sell said UNITS to the City as specified. 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 UNITS as described in the Contract Document and more specifically in Vendor's Bid for the sum indicated for each unit in "Exhibit A, Exhibit B, and Exhibit C". Sum of all UNITS in all Exhibits will not exceed $178,926.65. Purchases over $25,000 must have City Council's approval. o Delivery. All UNITS will be installed at Vendors place of business, 12851 W 43'd Drive, Unit #1, Golden, Colorado. All UNITS will be fully installed by November 15% 2005. Contract Documents. This Agreement shall include all Contract Documents and said Contract Documents are hereby made a part of this Agreement as if fully set out at length herein. o Warranties. All equipment warranties are per Manufacturer. Av-Tech Inc., will provide an installation warranty for the life of the vehicle while in possession of the Aspen Police Department. 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. Attachment "B" 6. 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. o 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. Attachment "B" 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 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 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 the 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 for any reason and whenever in its sole discretion 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 Attachment "B" 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. 4 Attachment "B" 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. By: ATTEST: City Clerk /'/' FOR THE CITY OF ASPEN: City ~anager VENDOR: Av-Tech Electronics, Inc. 12851 W43"~ Drive, Unit #1 Golden, Colorado 80403 By: Title Sales, Service & Installation By: ELECTRONICS, INC. 12851 W 43RD DRIVE, UNIT # 1 GOLDEN CO, 80403 (303) 288-0313 (303) 289-1420 - FAX SOLD TO: CITY OF ASPEN POLICE DEPT. 506E. Main Ste 102 Aspen, CO 81611 PRICE QUOTE ORDER NUMBER: 0010309 ORDER DATE: 5/12/2005 SALESPERSON: CG CUSTOMER NO: 10-ASP1001 QUOTED BY: Dave Martine CONFIRM TO: Richard Pryor CUSTOMER PO. SHIP VIA 05 marked qty 6 INSTALL ITEM NUMBER PROD LINE ORDERED UNIT pRICE AMOUNT Quote to outfit new fully marked patrol vehicles. This quot is based on a 2005 Volvo XC-90 UNIT NUMBER: PB400S PB400 ALUM PUSH BUMPER SUV 70R02SRR 700 SURFACE MOUNT LED RED 70B02SBR 700 SURFACE MOUNT LED BLUE BRKT-CUSTOM CUSTOM BRACKET CUSTOM BRACKET FOR GRILL LIGHTS 11.1005 LED FLASHER SA314P SIRENSPEAKER SABKT1 SIRENSPEAKERBRACKET EIQSSS Q-SW1TCH ~ 100% SOLID STATE SL8RRBB 48" LFLLIBERTYRED/BLUE This bar is custom made for the Aspen Police Dept. Includes 14 HIGH INTENSITY linear LED lights used for emergency warning light, 6 HIGH INTENSITY linear LED lights for an amber traffic arrow(split style) full height alley lights, full height take down lights, and cruise lights. SET 1.000 EACH 302.300 302.30 WHL 1.000 EACH 136.500 136.50 WHE 1.000 EACH 136.500 136.50 AVT 2.000 EACH 60.000 120.00 ABL 1.000 EACH 18.938 18.94 WHE 1.000 EACH 126.280 126.28 WHE 1.000 EACH 0.000 0.00 SOI 1.000 EACH 49.028 49.03 WHL 1.000 EACH 2,477.300 2,477.30 CONTINUED Sales, Service & Installation B~v: ELECTRONICS, INC. 12851 W 43RD DRIVE, UNIT # 1 GOLDEN CO, 80403 003) 288-0313 (303) 289-1420 - FAX SOLD TO: CITY OF ASPEN POLICE DEPT. 506E. Main Ste 102 Aspen, CO 81611 CONFIRM TO: Richard Pryor PRICE QUOTE ORDER NUMBER: 0010309 ORDER DATE: 5/12/2005 SALESPERSON: CG CUSTOMER NO: 10-ASPI001 QUOTED BY: Dave Martine Page: 2 CUSTOMER PO SHIP VIA 05 marked qty 6 INSTALL ITEM NUMBER PROD LINE ORDERED UNIT PPdCE AMOUNT BRKT-CUSTOM AVT 1.000 EACH 40.000 40.00 CUSIOM BRACKET Custom bracket may be needed to mount the lightbar to the roof rack rails. LBT3400 ANI 1.000 EACH 4.500 4.50 L BRACKET 3/4" TRUNK QWI52 ANT 1.000 EACH 6.830 6.83 ANTENEX QUARTER WAVE ANTENNA MBSU ANT 1.000 EACH 17.920 17.92 ANTENNA CABLE CCSRN WHL 1.000 EACH 718.200 718.20 CENCOM REMOTE SIREN CCMICX20 WHL 1.000 EACH 54.600 54.60 20' MIC EXT DSR STK 1.000 EACH 2,795.000 2,795.00 DSR with 2 Ka-Band Antennas DIRECTION SENSING RADAR. Unit includes automatic moving / stationary mode with VSS hook up, time distance calculator (simiIar to VASCAR), advanced same lane mode, the ability to eliminate traffic from a specific direction of travel (direction sensing), and a 3 yr MFR. warraniy serviced by AV-TECH Electronics. 155-22I 1-00 STK 1.000 EACH 49.000 49.00 REMOTE CABLE KIT 200-0657-00 STK 1.000 EACH 79.000 79.00 DASH LIP CLAMPiNG MOUNT, CV BRKT-CUSTOM AVT 1.000 EACH 99.000 99.00 CUSTOM BRACKET CONTINUED Sales, Service & Installation By: ELECTRONICS, INC. 12851 W 43RD DRIVE, UNIT # 1 GOLDEN CO, 80403 (303) 288-0313 (303) 289-1420 - FAX SOLD TO: CITY OF ASPEN POLICE DEPT. 506 E. Main Ste 102 Aspen, CO 81611 PRICE QUOTE ORDER ~ER: 0010309 ORDER DATE: 5/12/2005 SALESPERSON: CG CUSTOMER NO: 10-ASPI001 QUOTED BY: Dave Martine CONFIRM TO: Richard Pryor CUSTOMER P.O SHIP VIA 05 marked qty 6 INSTALL ITEM NUMBER PROD LINE ORDERED UNIT PRiCE AMOUNT Custom bracket needed to mount radio control head and light controller control head to dash. *75139-603 Panavise phone bracket xcgo MV-FB MOBILE VISION - FLASH BACK Digital Mobile Vision system will include the 900 MHz microphones and the Night Watch camera. *RADAR INTERFAC Radar interface system *CABLE KIT Extended cable kit 727-09 PANAVISE 727-09 PHONE MOUNT Panavise brackets are needed to mount the video display and the microphone cradle. *MAY NOT BE NEEDED* BRKT-CUSTOM CUSTOM BRACKET Custom bracket may be needed to mount the Digital in car video system to the center console area. BRKT-CUSIOM Equipment box to protect electrical equipment in cargo area. *This box may not be needed, or a smaller one may be able to be used* TLNS1R TALON SiNGLE RED W SYNC MVI PAN 1.00 EACH 22.990 22.99 1.000 EACH 5,295.000 5,295.00 1.00 EACH 200.000 200.00 1.00 EACH 100.000 100.00 1.000 EACH 24.280 24.28 AVT 1.000 EACH 40.000 40.00 AVT 1.000 EACH 200.000 200.00 WIlL 1.000 EACH 146.900 146.90 CONTINUED Sales, Service & Installation By: ELECTRONICS, INC. 12851 W 43RD DRIVE, UNIT # 1 GOLDEN CO, 80403 (303) 288-0313 (303) 289-1420 - FAX SOLD TO: CITY OF ASPEN POLICE DEPT. 506 E. Main Ste I02 Aspen, CO 81611 CONFIRM TO: Richard Pryor PRICE QUOTE ORDER NUMBER: 0010309 ORDER DATE: 5/12/2005 SALESPERSON: CG CUSTOMER NO: 10-ASP1001 QUOTED BY: Dave Martine Page: 4 CUSTOMER PO SHIP VIA 05 marked qty 6 INSTALL ITEM NUMBER PROD LINE ORDERED UNIT PRICE AMOUNT TLNSIB WHL 1.000 EACH 146.900 146.90 SINGLE TALON BLLrE W SYNC Above LED's are for the rear window lights. S690CCCC WHL 1.000 EACH 203.400 203.40 HIDEAWAY KIT *TRUCK VAULT 1.00 EACH 1,999.000 1,999.00 Investigator Series Push button locks on slide out drawers. INSTALLKIT AV-TECH INSTALL KIT /LABOR LABOR CHARGE /MISCMATINST MISC MATERIAL INSTALL install above items and customer supplied Stinger and SL-20 flashlights. AVT 1.000 EACH 302.300 302.30 40.00 HR 65.000 2,600.00 40.00 EACH 6.500 260.00 LIGHTBAR TRADE IN *MILLENIUM 911EP Millenium lightbar TRADE *EYEWITNESS Kustom Eyewitness TRADE *PYTHON MPH Python radar system TRADE 1.00 EACH -400.000 -400.00 1.00 EACH -500.000 -500.00 1.00 EACH -100.000 -100.00 Page: 5 Sales, Service & Installation By: ELECTRONICS, INC. 12851 W 43RD DRIVE, UNIT # 1 GOLDEN CO, 80403 (303) 288-0313 (303) 289-1420 - FAX SOLD TO: CITY OF ASPEN POLICE DEPT. 506 E. Main Ste 102 Aspen, CO 81611 PRICE QUOTE ORDER NUMBER: 0010309 ORDER DATE: 5/12/2005 SALESPERSON: CG CUSTOMER NO: 10-ASP1001 QUOTED BY: Dave Martine CONFIRM TO: Richard Pryor CUSTOMER PO. SHIP VIA 05 marked qly 6 INSTALL ITEM NUMBER PROD LINE ORDERED UNII PRICE AMOUNT Signature Date Net Order: 17,771.67 Less Discount: 0.00 Freight: 300.00 Sales Tax: 0.00 Order Total: 18,071.67 Sales, Service & Installation By: ELECTRONICS, INC. 12851 W 43RD DRIVE, UNIT # 1 GOLDEN CO, 80403 (303) 288-0313 (303) 289-1420 - FAX SOLD TO: CITY OF ASPEN POL1CE DEPI. 506 E. Main Ste 102 Aspen, CO 81611 PRICE QUOTE ORDER NUMBER: 0010108 ORDER DATE: 4/28/2005 SALESPERSON: CG CUSTOMER NO: 10-ASP1001 QUOTED BY: Dave Marline CONFIRM TO: Richard Pryor CUSTOMER PO SHIP VIA 05 unmarked INSTALL ITEM NUMBER PROD LINE ORDERED UNIT PRICE AMOUNT Quote to outfit new unmarked patrol vehicles. This quote is based on a 2005 Volvo XC-90 UNIT NUMBER: 70R02SCR 700 SURFACE MOUNT LED RED 70B02SCR 700 SURFACE MOUNT LED BLUE BRKT-CUSTOM CUSTOM BP,~CKET CUSTOM BRACKETS FOR GRILL LIGHTS W444D TWO COND. DEUTSCH CONNECTOR W446D TWO COND. DEUTSCH CONNECTOR 11.1005 LED FLASHER SA314P SIRENSPEAKER SABKTI SIRENSPEAKERBRACKET ETQSSS Q-SWITCH - 100% SOLID STATE LBT3400 L BRACKET 3/4" MBSU ANTENNA CABLE WIlL 1.000 EACH 136.500 136.50 WHL 1.000 EACH 136.500 136.50 AVT 2.000 EACH 60.000 120.00 WHL 2.000 EACH 4.000 8.00 WHL 2.000 EACH 4.000 8.00 ABL 1.000 EACH 18.938 18.94 WHL 1.000 EACH 126.280 126.28 WHL 1.000 EACH 0.000 0.00 SOl 1.000 EACH 49.028 49.03 ANT 1.000 EACH 4.500 4.50 ANT 1.000 EACH 17.920 17.92 CONTINUED Sales, Service & Installation By: ELECTRONICS, INC. 12851 W 43RD DRIVE, UNIT # 1 GOLDEN CO, 80403 (303) 288-0313 (303) 289-1420 - FAX SOLD TO: CITY OF ASPEN POLICE DEPT. 506 E. Main Ste 102 Aspen, CO 81611 CONFIRM TO: Richard Pryor PRICE QUOTE ORDER NUMBER: 0010108 ORDER DATE: 4/28/2005 SALESPERSON: CG CUSTOMER NO: 10-ASP1001 QUOTED BY: Dave Martine Page: 2 CUSTOMER P.O. SHIP VIA 05 unmarked INSTALL ITEM NUMBER PROD LINE ORDERED UNIT PRICE AMOUNT RFU600-1 RFU-600-1 MINI UHF CRIMP CONN. BRKT-CUSTOM CUSTOM BRACKET Custom bracket needed to mount customer supplied Talon series light above the rear view mirror. DSR DSR with 2 Ka-Band Antennas DIRECTION SENSING RADAR. Unit includes automatic moving / stationary mode with VSS hook up, time distance calculator (similar to VASCAR), advmaced same lane mode, the ability to eliminate the display of vehicles from a specific lane of travel (direction sensing), and a 3yr MFR. warranty serviced by AV-TECH. 155-2211-00 REMOTE CABLE KIT 200-0657-00 DASH LIP CLAMPING MOUNT, CV BRKT-CUSTOM CUSTOM BRACKET Custom bracket needed to mount radio control head to dash, with accommodation for switches. *75139-603 Panavise phone bracket XC90 to mount microphone to TLNIR TALON LINEAR 8 SUPER LED RF1 1.000 EACH 3.960 3.96 AVT 1.000 EACH 40.000 40.00 STK 1.000 EACH 2.795.000 2,795.00 STK 1.000 EACH 49.000 49.00 STK 1.000 EACH 79.000 79.00 AVT 1.000 EACH 65.000 65.00 1.00 EACH 22.990 22.99 WHL 1.000 EACH 143.500 143.50 CONTINUED Sales, Service & Installation By: ELECTRONICS, INC. 12851 W 43RD DRIVE, UNIT # 1 GOLDEN CO, 80403 (303) 288-0313 (303) 289-1420 - FAX SOLD TO: CITY OF ASPEN POLICE DEPT. 506 E. Main Ste 102 Aspen, CO 81611 PRICE QUOTE ORDER NUMBER: 0010108 ORDER DATE: 4/28/2005 Page: 3 SALESPERSON: CG CUSTOMER NO: 10-ASP1001 QUOTED BY: Dave Martine CONFIRM TO: Richard Pryor CUSTOMER PO. SHIP VIA 05 unmarked INSTALL ITEM NUMBER PROD LINE ORDERED UNIT PRICE AMOUNT For side lights. TLN1B TALON LINEAR 8 SUPER LED For side lights. BRKT-CUSTOM CUSTOM BRACKET Custom bracket needed to mourn side LED lights. ** VOLVO must install airbag shunts to disable side curtain airbags. BRKT-CUSTOM Equipment box to protect electrical equipment in cargo area. *This box may not be needed, or a smaller one may be able to be used* CCSRN CENCOM REMOTE SIREN TLN2RB TALON LINEAR 8 SUPER LED Above LED's are for the rear window lights. S690CCCC HIDEAWAY KIT RSR03ZCR TlR 3 SUPER LED SYNC WHL 1.000 EACH 143.500 143.50 AVT 1.000 EACH 40.000 40.00 AVT 1.000 EACH 200.000 200.00 WHL 1.000 EACH 718.200 718.20 WHL 2.000 EACH 247.650 495.30 WILL 1.000 EACH 203.400 203.40 WHL 1.000 EACH 61.750 61.75 CONTINUED Sales, Service & Installation By: ELECTRONICS, INC. 12851 W 43RD DRIVE, UNIT # 1 GOLDEN CO, 80403 (303) 288-0313 (303) 289-1420 - FAX SOLD TO: CITY OF ASPEN POLICE DEPT. 506 E. Main Ste 102 Aspen, CO 81611 CONFIRM TO: Richard Pryor PRICE QUOTE ORDER NUMBER: 0010108 ORDER DATE: 4/28/2005 SALESPERSON: CG CUSTOMER NO: 10-ASPI001 QUOTED BY: Dave Martine Page: 4 CUSTOMER PO SHIP VIA 05 unmarked INSTALL ITEM NUMBER PROD LINE ORDERED UNIT PRICE AMOUNT RSB03ZCR TIR 3 SUPER LED SYNC C-TIR3-CV CROWN VIC TRUNK MOUNTING BRACKET *TRUCK VAULT Investigator Series Push huron locks on the slide out drawers. INSTALLKIT AV-TECH INSTALL KIT /LABOR LABOR CHARGE /MISCMATINST MISC MATERIAL INSTALL Install above items and customer supplied Stinger, SL-20 flashlight, and Talon LED light above the mar view mirror. WHL 1.000 EACH 61.750 61.75 HVS 1.000 EACH 26.000 26.00 1.00 EACH 1,999.000 1,999.00 AVT 1.000 EACH 302.300 302.30 38.00 HR 60.000 2,280.00 38.00 EACH 6.000 228.00 Signature Date AyTTECH Electronics, Inc. will not be liable for any d/rect, indirect, consequential, or incidental loss or damage arising out of the installation, use or inability to use the product selected AV-TECH Electronics, Inc is not responsible for the selection of appropriate equipment or product type required for a particular application or service. Returns: Merchand/se returns wig not be accepted without authorization and will be subject to a 25% restocking fee Returns must be made within 30 days of Invoice. Special designs or customized work cannot be returned for credit Net Order: 10,583.32 Less Discount: 0.00 Freight: 225.00 Sales Tax: 0.00 Order Total: 10,808.32 Sales, Service & Installation By: ELECTRONICS, INC. 12851 W 43RD DRIVE, UNIT # 1 GOLDEN CO, 80403 (303) 288-0313 FAX: (303) 289-1420 SOLD TO: CITY OF ASPEN POLICE DEPT. 506 E. Main Ste 102 Aspen, CO 81611 QUOTE ORDER NUMBER: 0011289 ORDER DATE: 7/13/2005 SALESPERSON: DMI CUSTOMER NO: 10~ASP1001 SHIP TO: CITY OF ASPEN POLICE DEPT. 506 E. Main Ste 102 Aspen, CO 81611 Page: 1 CONFIRM TO: Richard CUSTOMER P.O. SHIP VIA TERMS Video system WC NET 30 DAYS ITEM NUMBER PROD LINE ORDERED UNIT PRICE AMOUNT Full Mobile Vision "back end" video storage and upload stations. DVM model *DVM Digital download system Price includes installation at customer location. 1.00 EACH 20,000.000 20,000.00 Customer Signature Date AV-TECH Electronics, Inc. will not be liable for any direct, indirect, consequential, or incidental loss or damage arising out &the installation, use or inability to use the product selected. AV-TECH Electronics, Inc. is not responsible for the selection of appropriate equipment or product type required for a particular application or service. Terms: Net 30 days from invoice date, unless otherwise specified. 1-1/2% interest per month will be charged on balances past due. Returns: Merchandise returns will not be accepted without authorization and will be subject to a 25% restocking fee. Returns must be made within 30 days of invoice. Special designs or customized work cannot be returned for credit. Net Order: 20,000.00 Less Discount: 0.00 Freight: 0.00 Sales Tax: 0.00 Order Total: 20,000.00 DO NOT PAY FROM THIS SALES ORDER!! INVOICE WILL BE SENT!!