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HomeMy WebLinkAbout12221RESOLUTION NO. 12221 A RESOLUTION APPROVING THE ACQUISITION OF ONE NEW SEWER JET / VACUUM TRUCK AND AUTHORIZING THE PURCHASING AGENT TO EXECUTE A PURCHASE AGREEMENT FOR SAME WHEREAS, proposals for one (1) new sewer jet / vacuum truck have been solicited, received, evaluated and the best proposal selected; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. A bid award for the purchase of one (1) new sewer jet / vacuum truck ("Truck"), for a purchase price not to exceed $294,283.59, is hereby made to Neverest Equipment Company, a Colorado Company, subject to (a) execution of a definitive Purchase Agreement in substantially the form attached hereto ("Purchase Agreement"), and (b) approval of a lease purchase agreement relating to the Truck by separate Resolution. SECTION 2. Upon approval of a final Purchase Agreement as to form by the City Attorney, and upon approval of a Resolution approving lease purchase financing, the Purchasing Agent is hereby authorized to execute said Purchase Agreement for and on behalf of Pueblo, a Municipal Corporation, and the City Clerk shall affix the seal of the City thereto and attest same. SECTION 3. This Resolution shall be effective immediately upon final passage and approval. INTRODUCED September 12, 2011 BY: Vera Ortegon COUNCILPERSON Background Paper for Proposed RESOLUTION DATE: AGENDA ITEM # M-2 September 12, 2011 DEPARTMENT: Stormwater Utility Department Earl Wilkinson, Director Finance Department Sam Azad, Director TITLE A RESOLUTION APPROVING THE ACQUISITION OF ONE NEW SEWER JET / VACUUM TRUCK AND AUTHORIZING THE PURCHASING AGENT TO EXECUTE A PURCHASE AGREEMENT FOR SAME ISSUE Should City Council approve the purchase of a replacement sewer jet / vacuum truck for Stormwater maintenance? RECOMMENDATION Approval of the resolution. BACKGROUND This Resolution would approve the acquisition of one new sewer jet/vacuum truck, manufactured and assembled by Vacall in Ohio, and sold in Colorado by Neverest Equipment Company. A request for proposals was issued for this piece of equipment and the best proposal was submitted for the Vacall unit by Neverest Equipment. Vacall is a respected manufacturer of vacuum trucks and the City of Pueblo has had very positive experiences with very similar units currently in service in our Wastewater Utility Department. This acquisition will replace an old Stormwater vacuum truck that has been in service since 2004. This Resolution is presented for City Council consideration concurrently with a separate Resolution for the leasing of this equipment. FINANCIAL IMPACT Lease payments, operation, and maintenance of this equipment will be an ongoing operating expense of the Stormwater Utility Fund (Fund 535), and sufficient funds are programmed to cover lease payments over the seven year repayment period. PURCHASE AGREEMENT THIS AGREEMENT entered this 12th day of September, 2011 by and between Pueblo, a Municipal Corporation (hereinafter referred to as the "City ") and Neverest Equipment, a Colorado corporation (hereinafter referred to as "Company ") In consideration of the payment of the fixed purchase price for the vehicle, equipment and apparatus as provided herein, Company agrees to furnish and deliver to City, complete in every respect, the vehicles, equipment and apparatus listed below, in accordance and fully complying with and subject to the terms, conditions and requirements set forth in this Purchase Agreement and the Invitation to Bid referenced below. Invitation to Bid and Specifications Project No. 11 -060 Sewer Jet/Vacuum Unit Mounted on Truck Cab and Chassis Description of Vehicles, Price Delivered in Quantity Equipment and Apparatus Pueblo, Colorado 1 Vacall AJV 1215 $294,283.59 The Parties hereby agree to the following terms and conditions. 1 Except as expressly modified by written Exceptions to the Specifications submitted by the Company (if any) as part of its Bid submitted to the City in response to and in accordance with the above referenced Invitation to Bid and Specifications, including any clarifications and addenda thereto (hereinafter collectively referred to as the "Specifications "), and in any addenda issued with respect to the Specifications, the terms, conditions, covenants, requirements and other provisions set forth in the Specifications are incorporated by reference as part of this Purchase Agreement, and the vehicle, equipment and apparatus furnished hereunder (collectively, the "Vehicle ") shall fully comply therewith. In the event of any conflict between said Specifications and the terms of this instrument, this instrument shall control, in the event of any conflict between the Specifications and any product literature of Company, or any custom or usage, or standards of any trade association or group relating to the Vehicle purchased hereinafter, this instrument and the Specifications shall control. 2 The Vehicle furnished hereinafter shall fully conform with all rules, regulations and standards adopted by the United States Department of Transportation (DOT) in effect on the date of this Purchase Agreement. Company shall have tested the Vehicle at Company's plant site and the same shall have passed the test prior to delivery 3 (a) The Vehicle shall be delivered by Company, at Company's expense, to City, at such place within the City of Pueblo, Colorado as shall be designated by the City's Purchasing Agent and /or Fleet Superintendant, within the period between the Early Delivery Date and Deadline as set forth below' Items Early Delivery Date Deadline (outside Delivery Date) Vacall AJV 1215 September 1, 2011 September 30, 2011 - Page 1 - The delivery deadline for any item shall only be extended by City for delay in delivery caused by (A) unavailability of materials due to war or national emergency, (B) unavailability of transportation for the Vehicle from New Philadelphia, OH, to Pueblo, Colorado caused by strike, (C) nuclear detonation or (D) catastrophic acts of God affecting the availability of materials or labor critical to the timely manufacture and the delivery of the Vehicle (b) Time is of the essence with respect to delivery of the Vehicle under this Purchase agreement. (c) Risk of loss shall be upon Company until delivery of items in Pueblo and acceptance of same by City Acceptance shall be made by City only if the items conform to this Purchase Agreement and the Specifications, and satisfactorily pass the Performance Test and Requirements set forth in the Specifications. 4 A competent representative of Company shall, upon City's request, provide necessary instruction to City's employees as to the operation and use of the vehicles, equipment and apparatus, in Pueblo, Colorado, and at no additional charge to City 5 Payment to Company shall be made at the following time and in the following manner. In one lump sum payable after execution of this Purchase Agreement and prior to September 17, 2011 If payment is not made by such date, this Purchase Agreement shall be deemed terminated and of no effect, and both parties shall be released from all obligations hereunder 6. Company shall pay for all royalties and Licensing of patents for any patented material or product used by Company or incorporated into the vehicles, equipment and apparatus purchased under this Purchase Agreement. Company shall also indemnify, defend and hold City harmless against any and all claims that the Vehicle, or any part or portion thereof, infringe upon any patent. City shall (a) Promptly notify Company of any claim for which indemnification may be sought, (b) cooperate fully in the defense of such claim provided that such cooperation shall not require the incurring of any expense on the part of City, and (c) permit Company to settle or compromise such claim on terms and conditions which, in good faith, it determines to be appropriate; provided, however, that any settlement shall not result in any cost or expense to City nor result in the City being deprived of the use of the vehicles, equipment and apparatus or any part or portion thereof, unless Company furnishes to City at Company's expense substitute vehicles, equipment and apparatus reasonably comparable to the infringing vehicles, equipment or apparatus. 7 This Purchase Agreement and the rights, title and interests of the parties therein, shall not be assigned or transferred by either party, except upon prior written consent of the other party; provided, however, that Company herein provides and grants such consent to City assigning and transferring this Purchase Agreement and its rights hereunder, or a portion thereof, to any third party leasing or financing source with whom the City agrees, on City's behalf, to provide payment to Company of amounts owed or to be owed by City to Company hereunder, or otherwise relating to City's leasing or financing of vehicles, equipment and apparatus contemplated hereby, and Company hereby agrees to execute all documents reasonably necessary to effect such assignment. In the event of any such assignment by City, City may also assign Company's Performance Bond (if any required). - Page 2 - 8. This Purchase Agreement, including the specifications incorporated by reference and warranties required by the foregoing, constitute the entire agreement between the parties, and there are no representations, conditions, or collateral agreements, expressed or implied, with respect to this Purchase Agreement other than as contained herein, and this Agreement shall supersede all previous communications, representations or agreements, either written or oral, between the parties to this Purchase Agreement. This Purchase Agreement may not be modified or changed in any way except by written agreement signed by the persons authorized to sigh agreements on behalf of Company and City 9 This Purchase Agreement shall be governed by the laws of the State of Colorado and shall be construed in accordance therewith. The parties agree that venue for all actions or causes of action relating to or arising from this Purchase Agreement, or the vehicles, equipment and apparatus purchased hereunder, shall be in Pueblo County, Colorado. All such actions filed in the District Court, County of Pueblo, State of Colorado, and the parties submit to the jurisdiction of that Court. CITY OF PUEBLO, a Municipal Corporation NEVEREST EQUIPMENT CO By' 4 „, , ,„ ��� ---- -- By' --- - ---- k�-- -- u rchasing Agent Attest: •'!!"Z�; .. Name:'";x ,,�4�✓�,�. ter, -, j City Clerk kc,A � Title fW n e� TA Balance of Appropriatio xist. : � /� Funds Are Available �/ ± . r" � / /l•�� • t im*lli i /it --• Director o Finance •'" Approved as to form. City Attorn - Page 3 -