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HomeMy WebLinkAboutresolution.council.039-00 SOL ON No. Series of 2000 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVENG A VEHICLE LEASE AGREEMENT BETWEEN ROCKY MOUNTAIN ELECTRIC VEHICLES LLC AND THE CITY OF ASPEN. COLORADO FOR THE LEASE OF ONE (1) ELECTRIC SIt-UTTLE BUS AND RELATED SUPPLIES AND SERVICES. AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS. there has been submitted to the City Council a lease agreement between Rocky Mountain Electric Vehicles LLC and the City of Aspen. a true and accurate copy of which is attached hereto as Exhibit "A NOW. THEREFORE BE IT RESOLVED BY TI-I~E CITY COUNCIL OF THE CITY OF ASPEN. COLORADO: That the City Council of the City of Aspen hereby approves that lease agreement between Rocky Mountain Electric Vehicles LLC and the City of Aspen, a copy of which ~s annexed hereto and incorporated herein, and does hereby authorize the City Manager of the City of Aspen to execute said agreement on behalf of the City of Aspen. INTRODUCED. READ AND ADOPTED by the City Council of the City of Aspen on the day of ~, 2000. I ~; . Richar~ I. Kathryn S Koch. duly appointed and acting City Clerk do certify that the foregoing ~s a true and accurate copy of that resolution adopted by the City Council of the City of Aspen. Colorado. at a meeting held onth~ day hereinabove stated. ~ ~ Kat~ryn S. Koch. City Clerk LEASE AGREEMENT THIS AGREEMENT, made and entered into, this 13th day of March of 2000, by and between the City of Aspen, Colorado, hereinafter referred to as the "City" and Rocky Mountain Electric Vehicles LLC , hereinafter referred to as the "Vendor." WITNESSETH, that whereas the City wishes to lease one (1) 22 foot, 16 seat battery- electric shuttle bus as described in Exhibit A (attached) hereinafter called the UNIT(S), in accordance with the terms and conditions outlined in the Contract Documents and any associated Specifications, and Vendor wishes to lease said UNIT to the City as specified. NOW, THEREFORE, the City and the Vendor, for the considerations hereinafter set forth, agree as follows: 1. Lease: Vendor agrees to lease and City agrees to lease the UNiT(S) as described in the Contract Documents and more specificalJy in Exhibit A for the sum of twenty five thousand dollars ($25,000). 2. Delivery, (FOB 1080 POWER PLANT RD. ASPEN, CO.) 3. 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 Dart of this Agreement as if fully Set out at length herein. 4. Warranties. A full description of all warranties associated with this lease shall accompany this contract document. 5. Successors and Assigns. This Agreement and ail of the covenants hereof shall inure to the benefit of and be binding upon the City and the Vendor respectively and their agents. representatives, emoloyee, 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. The City hereby acknowledges that it intends to sublease the unit to the Roaring Fork Transit Agency (RFTA) for its use and operation as a transit vehicle within the City of Aspen. 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 spec!ftc written permission, any rights 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 par[y 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. 8. 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. 9. Attorney's Fees. In the event that legal action ~s 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 b)e made or presumption shall arise for or against either party based on any alleged unequal status of the parties n the negotiation, review or drafting of the Agreement. 11. Certification Regarding Debarment, Suspension. Ineligibility, and Volunta~ 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 ali 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 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 secudng business. Vendor agrees not to give any employee or former em ployee of the City a gratLity or any offer of employment ~n connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a lease request, influencing the content of any specification or procurement standard, rendering advice, investigation, auditing, or n 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 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: 1. Cancel this Lease Agreement without any liability by the City; 2. Debar or suspend the offending parties from being a vendor, contractor or sub-contractor under City contracts; 3. Deduct from the contract price or consideration, or otherwise recover, the value of anything transferred or received by the Vendor; and 4. Recover such value from the offending parties. 13. Termination for Default or for Convenience of City The lease contemplated by this Agreement may be cancelled by the City prior to acceptance by 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. 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 non- discrimination 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 pnor 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 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. FOR THE CITY OF ASPEN: VENDOR: Title, Exhibit A Lease Terms and Conditions t. Vehicle: 22 foot, 16 Passenger Battery-Electric Bus. 1995 Electricar. VIN IN9LA 10B6PR025007 2. Terms: June 1, 2000 tkrough September 30, 2000 AND June 1, 2001 through September 30, 2001. Vendor agrees.to guarantee a minimum of 244 days o£vehicle operation to minimum performance requirements as outlined below during the terms of this lease. 3. Rental Payment: City agrees to an advance payment in the amount of $24,500.00 to be paid to Vendor on or before April 21, 2000. Rental payment to be used as follows: 4° $15,000.00 to cover the 244 day vehicle lease o:o $ 1,500.00 for vehicle delivery to 1080 Power Plant Road, Aspen. Colorado *~o$ 6,000.00 for vehicle charging system sufficient for vehicle to operate a minimum of 36 service miles per operating day .:o $ 2,000.00 for minor vehicle upgrades to be mutually determined by Vendor and City upon delivery of vehicle 4. Warranty: Vendor warrants that the vehicle will provide a minimum of 244 days of operation (122 days per summer season), and will operate a minimum of 36 service miles per operating day. 5. Prorated Reimbursement: In the event that the vehicle does not meet minimum performance requirements for at least five [5) days during each week of the operating season, the City of Aspen shall be reimbursed $61.48 per day for each day that the vehicle fails to perform, up to the 244 day service guarantee. The maximum reimbursement shall not exceed $15,000.00. Any reimbursement payment shall be due within thirty '30) days following the end of the term of this Agreement. 6. Lien: Due to the advance receipt of the rental payment for this vehicle. Vendor agrees to allow City to place a lien in an amount not to exceed $15,000 on the title of this vehicle to protect the City's interest and advance paymant in the event that the vehicle does not meet minimum performance requirements and the prorated reimbursement clause must be invoked. 7. Maintenance: Vendor shall provide operator's manuals, repair manuals and parts manuals for the vehicle. Vendor shall be responsible for all repairs, including the cost of parts, labor, towing if necessary, and related costs. At its own discretion, RFTA will assist the Vendor in making minor repairs provided that the repairs do not place an unreasonable burden upon RFTA. The cost of any repairs made by RFTA shall not be billed back to the Vendor. RFTA shall be responsible for performing routine vehicle inspections and purchase and installation of readily available repair parts required for normal wear and tear. Both parties will document maintenance and repair costs. 8. Battery Charging and Vehicle Storage: Vendor shall work with the City and RFTA to arrange for battery-charging station(s) that are acceptable to all parties involved. All costs for the charging system(s) shall be documented and submitted to the City of Aspen. If total cost of charging systems is less the $6,000, Vendor shall reimburse the City of Aspen any unspent funds. Expenditures over $6,000 will require the approval of the City of Aspen or be borne by the Vendor. The Vendor shall be responsible for transporting the vehicle from the vehicle's storage area to and from Rubey Park prior to and upon completion of the vehicle's service day on Mondays, Tuesdays and Wednesdays during the first season of operation (June through September 2000). Battery charging system shall be capable of both overnight charging and opportunity charging at a medium rate. Battery charging system shall be capable of recharging via 240 V electrical outlets to provide maximum recharging flexibility. RFTA drivers will not be responsible for recharging vehicle. RFTA will not be held responsible for any damage resulting from the entire charging process. 9. Training: Vendor shall provide a minimum of twenty (20) hours of training, to be scheduled by RFTA. Training shall cover vehicle operations, safety, battery charging, vehicle setup and performance, vehicle systems and routine maintenance. Vendor shall be available to consult with RFTA or the City on operations issues throughout the term of this lease. 10. Regulatory Compliance: Vendor shall be responsible for providing documentation from the Colorado State Patrol indicating that the vehicle meets all State and Federal requirements for transporting passengers on Colorado State Highways or provide any necessary waivers from the State of Colorado and/or Federal Agencies that will allow City and/or Roaring Fork Transit Agency (RFTA) employees to legally operate the vehicle and transport passengers within the general RFTA City Service Area. 11. ADA Compliance: Vendor is responsible for ensuring that the vehicle complies with all Americans with Disabilities Act [ADA) regulations. 12. SurveTs: Vendor will conduct surveys, compile results and prepare reports at least once each operating season to gather information from passenger, drivers and mechanics to help determine the overall success or shortcomings of the trial operation of this electric vehicle. The survey reports ~vill be forwarded to the City no later than October 1 following each operating season. 13. Vehicle Operations: The City will sublease the vehicle to RFTA at a rental rate orS1 for each of the two operating seasons. RFTA-trained drivers with State of Colorado Commercial Drivers Licenses will operate the vehicle. RFTA shall cause the vehicle subject to this lease to be used and operated with reasonable care and precaution to prevent loss and damage to such vehicle due to negligent or reckless use, abuse, fire, theft, collision or injuries to persons or property. City and RFTA agree that the vehicle shall be operated for the purpose of transporting passengers within the City of Aspen, and for no other purpose, except for maintenance and charging purposes, City shall keep both the interior and the exterior of the vehicle in reasonably clean condition. 14. Insurance: The vehicle will be insured for full replacement value in the event of loss or damage, per RFTA's standard fleet vehicle insurance policy while being operated or maintained by RFTA personnel. The Vendor and the City of Aspen shall insure the vehicle as appropriate when the vehicle is not being operated or maintained by RFTA. City and RFTA shall notify Vendor of any accidents, criminal charges or convictions arising out of the operatk)n of the vehicle. City and RFTA shall · indemnify, protect, defend ad hold harmless Vendor from and against any and all claims, judgements, causes of action, penalties, fines, costs, liabilities, losses and expenses, including court costs and attorneys fees, arising directly or indirectly from City's or RFTA's breach of this Lease Agreement. 15. Notice: Notice or other communications which may be given or required to be given hereunder shall be in writing and shall be deemed given to a party when delivered personally or when deposited in the United States mail with sufficient postage affixed, certified and return receipt requested, and addressed to such party at the respective address shown below, or such other address as designated in writing:. VENDOR: CITY: Jake Vickery Steve Barwick Rocky Mountain Electric Vehicles LLC City Manager 100 South Spring Street City of Aspen Aspen, CO 81611 130 South Galena Street Aspen, CO 81611 16. Litigation: Should this Lease Agreement become the subject of litigation or arbitration to resolve a claim of default and performance by either party, the substantially prevailing party shall be entitled to its reasonable attorneys fees, expenses, and court costs from the other party. The laws of the State of Colorado shall govern the validity, performance and enforcement of this Lease Agreement, with jurisdiction and venue for any judicial enforcement being exclusively vested in the courts of Pitkin County. 17. Expiration: Upon expiration of this Lease Agreement, City shall return the vehicle and all charging equipment including charger, connectors, and cables to Vendor, in the same condition as when received, less reasonable wear and tear, at 100 South Spring Street, Aspen, CO 81611. 18. Termination: City of Aspen has the right to terminate this lease prior to September 1, 2001, with prorated reimbursement due from the Vendor within'180 days following termination, if: a) three (3) documented and verified "Unsafe Condition Reports" are filed on the vehicle; or b) five documented and verified roadcalls are made on the vehicle within a 30 day period; or c) the vehicle is unavailable for service for a period of 10 days or more: or d) the City of Aspen and RFTA mutually agree the vehicle is inappropriate for public transit service within the City of Aspen for documented reasons that are brought to the attention of the Vendor and are not remedied within a thirty (30) day period. I9. RFTA drivers shall not be required to operate the vehicle except on the proposed Music Festival shuttle service. This does not prevent the driver from exchanging the vehicle due to mechanical problems, performance issues or safety issues.