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RESOLUTION # to
(Series of 2007)
A RESOLUTION APPROVING A CONTRACT BETWEEN THE CITY OF
ASPEN, COLORADO, AND AUDIO GENERAL INC., FOR THE PURCHASE
OF A PANASONIC PT-DW VIDEO PROJECTOR 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 Audio General 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 Audio General, Inc., regarding purchase
of a Panasonic PT-DW 3-DLP video projector, 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.
D"ed, /!? ~ <- 4 tJ' 1"1/ ~ +-
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 a meeting held ~ 1'2.,2lJa::;-
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K~ S. Koch, City Clerk
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SUPPLY PROCUREMENT AGREEMENT
THIS AGREEMENT, made and entered into, this 31st day of January 2007 between the City
of Aspen, Colorado, herein after referred to as the "City" and Audio General Inc. hereinafter
referred to as the "Vendor".
WITNESSETH, that whereas the City wishes to purchase a Panasonic PT-DW video
projector hereinafter called the UNIT(S) being more fully described and attached herewith as
'Exhibit A', in accordance with the terms and conditions outlined in the Contract Documents and
any associated Specifications, and Vendor wishes to sell said UNIT to the City as specified in its
Bid.
NOW, THEREFORE, the City and the Vendor, for the considerations hereinafter set forth
agree as follows:
1. Purchase. Vendor agrees to sell and City agrees to purchase the UNIT(S) as described in
the Contract Document and more specifically in Vendor's Bid for the sum indicated for
each unit in "Exhibit N. Total purchase may not exceed Forty Seven Thousand Four
Hundred Seventy-Five Dollars ($47,475) and must have City Council's approval.
2. Delivery. (FOB, 320 East Hyman Avenue, ASPEN, CO 81611)
3. Contract Documents. This Agreement shall include all Contract Documents and said
Contract Document are hereby made a part of this Agreement as if fully set out at length
herein.
4. Warranties. (Per Manufacturer),
5. 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.
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.
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 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 Re ardin Debarment Sus ens ion Ineli ibili 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 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 A ainst Contin ent 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.
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:
1. Cancel this Purchase Agreement without any liability by the City;
2. Debar or suspend the offending parties from being a vendor, contractor or
subcontractor 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 sale contemplated by this
Agreement may be canceled 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.
~ c.
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 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.
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:
By:
VENDOR:
Audio Generallnc.
1680 Republic Road
Huntingdon Valley PA 19006
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2007.01.2616:08:16SQ88221 QUOTATION QUOTE 8822
Page 1 of 1
I ' / c:-f I AUDIO GENERAL INCORPORATED TEL: (267) 288.0300 . FAX: (267) 288.0301
. 1680 REPUBLIC ROAO, HUNTINGDON VALLEY, PA 19006 www.audiogeneral.com
BilliNG ADDRESS SHIPPING ADDRESS
Wheeler Opera House Wheeler Opera House
Altn: Accounts Payable Altn: Gordon Wilder
320 East Hyman Ave. 320 East Hyman Ave.
Aspen, CO 81611 Aspen, CO 81611
970-920-5770 970-920-5789
90rdonw@ci.aspen.co.us gordonw@ci.aspen.co.us
QUOTE NO OUST NO QUOTE DATE VALID UNTIL SALES REP TERMS TAX GROUP
8822 31424 Jan 26, 2007 Jan 29, 2007 DAS Net 30 Out-Of-State
IrEM DESCRIPTION QTY WHS SHIP PRICE EXTENDED
0601-2017 Panasonlc PT-DW10000U 3-DLP Projector. 10K Lum, 1080p 1 PA SAX Saver 47,47500 47,475.00
0601-2207 Panasonic ET~075LE3 Zoom Lens, Throw Ratio 2.8-4.6:1 1 PA SAX Saver 0.00 0.00
SPECIAL INSTRUCTIONS:
At 56 ft throw distance, image size can be adjusted to 11 x 19.55 ft to fit screen. Please verify image size and throw . SUBTOTAL: 47,475,00
distance because this is near the limit of the zoom lens so measurements have to be precise.
At 76 ft throw distance, the minimum image size is 9.3 x 16.5 ft with the ET-D75lE3 lens. SALES TAX: 0.00'
ThiS quote expires at 6:00 PM EST 01-29-07.
TOTAL: 47,475.00