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HomeMy WebLinkAboutC15-380 Roaring Fork Transportation Authority AGREEMENT Between Eagle County Government and the Roaring Fork Transportation Authority Concerning the Purchase of Large Transit Buses under the Colorado Mountain Purchasing Consortium Procurement This Agreement is between Eagle County Government ("County") and the Roaring Fork Transportation Authority ("Agency") (referred to together as the "Parties") regarding their respective roles and responsibilities and any assumptions tied to the Colorado Mountain Purchasing Consortium ("CMPC") procurement and vehicle purchase from the Agreement between Eagle County, Colorado and GILLIG, LLC, awarded under CMPC-15- LTB-RFP, as Contract #: CO-2015- '.x.53 . The parties agree to and understand the following: A. The Procurement. County, Agency and other transit partners are working together to bring improved transportation purchasing coordination for large transit buses over a period of five years (2015-2020). Eagle County led a procurement, in conjunction with partnering agencies and through the CMPC, to provide 29 to 40 foot vehicle sizes, alternative fuel type options (CNG), and options including low floor design, trolley façade design, varied other cardinal changes, as well as training, warranty, and service (the"Procurement"). The Procurement complied with federal and state requirements to allow the purchase of said vehicles using federal and state grant dollars. GILLIG, LLC ("Vendor") was the successful respondent and is authorized to sell to the CMPC agencies the quantities of vehicles during the fiscal years as set forth below. B. Agency Procurement Rights. Subject to individual agency budgeting and appropriation requirements, Agency is authorized under the Procurement and has committed to purchase the quantity of Transit Buses as follows: Purchasing Fuel Vehicle June CY CY CY CY Jan Agency Type Size — Dec. 2016 2017 2018 2019 June 2015 2020 � City of Aspen Diesel 35'-40' 0 3 0 0 1 3 7 City of Greeley CNG 35'-40' 4 2 4 2 5 0 17 Eagle County Diesel 40' 2 1 1 7 4 0 15 Mesa County CNG 30'-35' 0 1 0 1 1 1 4 Town of Avon Diesel 35' 0 2 0 0 2 1 5 Town of Diesel 29' 2 0 0 0 0 0 2 Breckenridge Page 1 of 4 C IS-38O Town of Diesel 32' 0 3 2 0 0 0 5 Breckenridge RFTA Diesel 35'-40' 0 6 17 7 20 2 52 Summit County Diesel 40' 0 0 5 1 8 3 17 Town of Snowmass Diesel 29' 0 2 1 0 2 1 6 Village University of Diesel 35' 2 0 2 0 0 1 5 Wyoming Total I ` 10 20 32 18 43 12 C. Purchase Agreements: In order to purchase any vehicle through the CMPC, _ Agency will execute the Purchase Agreement in the form shown in Exhibit A, contracting directly with Vendor in accordance with approved grant timelines. Eagle County will assume no risk, have no liabilities or other responsibilities associated with the purchase of any vehicle. Agency will not make any Cardinal Changes in a Purchase Agreement with Vendor. Agency recognizes that Cardinal Changes will result in a violation of FTA procurement regulations and will not be available for purchase under the Procurement. D. Other Agency Responsibilities: 1. Agency will be solely responsible for all vehicle inspections, maintenance, and operations for vehicles it purchases under the Procurement. Eagle County and the CMPC will assume no risk or liability with respect to vehicle purchases made by Agency. 2. Agency will take delivery of vehicle at their individual agency location. 3. No later than December 31, of each year, Agency will send written notice to the County and the CMPC Program Administrator regarding Agency's intent to purchase the quantity of vehicles herein listed for Agency for the succeeding year. If Agency does not intend to purchase the quantity(ies) set forth for the succeeding year, or fails to make such purchase during said fiscal year, Agency has the option to either roll the quantity forward to the following year or relinquish the right to purchase that quantity for use by another consortium member or agency outside the consortium through the assignability clause. Agency is not financially responsible for any quantity(ies) relinquished. In its sole discretion as lead agency in the CMPC Procurement, Eagle County has the right to assign relinquished vehicle quantities to other consortium members on an annual basis or other transit agencies as deemed appropriate. Beginning on Page 2 of 4 January 1, 2020, in its sole discretion, Eagle County has the authority to assign unused quantities as deemed appropriate whether such quantities have been relinquished or not. F. CMPC Program Administrator: 1. County maintains a contract directly with the CMPC Program Administrator. The CMPC Program Administrator will work with Vendor and Agency to complete contract administrative activities to include working with Vendor on paperwork requirements, tracking orders through delivery, follow up to make sure all reimbursement paperwork is correct for CDOT and/or FTA, annual contract negotiation and meeting with Vendor to discuss price increases and performance issues, and completing an annual independent cost estimate to substantiate price increases. 2. Agency agrees to share the program administrative costs by paying County six hundred dollars ($600.00) per vehicle actually ordered from Vendor under the Procurement. This payment will help to defray a portion of the upfront and on-going CMPC administrative costs that County has and will incur as lead agency for the CMPC. Agency agrees to pay its full share of the administrative costs, directly to County, no later than the time of vehicle delivery. Agency has the option to be billed for and pay multiple administration fees either at the time, or in advance, of delivery of buses ordered for a given year. 3. If Agency wishes to engage the CMPC Program Administrator for any additional services outside the scope of Paragraph F (1) of this Agreement, Agency agrees to contract directly with the CMPC Program Administrator. This Agreement is dated Z`1 day of,k n1 t- , 2015 by and between: Roaring Fork Transportation Authority ONVINOW1 Dan Blankenship, CEO Page 3 of 4 COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS /L A By: i`%t,/. 4. writ Kathy Ch ndler-Henry, Chairman Attest: o�SA oq. By: P•h- . .03° Teak Simonton, Clerk to the Board Page 4 of 4 Colorado Mountain Purchasing Consortium PURCHASE AGREEMENT Between Agency Address AND Gillig LLC For Quantity and Description PROPOSAL # CMPC-15-LTB-RFP Awarded : July 13, 2015 by Eagle County Government P.O. Box 850 Eagle, Colorado 81631 Exhibit A PURCHASING AGREEMENT Eagle County Award#CO-2015- . Issued By: Eagle County P.O. Box 850 Eagle, CO 81631 Administered By: Director of Transportation Contractor: Gillig LLC Address: 25800 Clawiter Road Hayward, CA 94545 WHEREAS,the Colorado Mountain Purchasing Consortium(CMPC) is a group of local agencies providing mass transportation services,who are aligned for the purpose of the coordinated purchase of large transit buses; and WHEREAS,Eagle County led a solicitation on behalf of the CMPC and issued the Colorado Mountain Purchasing Consortium Request for Proposal for Project No. CMPC- l5-LTB-RFP dated January 12,2015 (the "RFP,"a copy of which is incorporated herein by this reference and available for inspection in the offices of the ECO Transit Department), which complied with federal guidelines for the purchase of transit buses using state and/or federal grant dollars(the "Solicitation"); and WHEREAS, Gillig LLC ("Manufacturer") submitted a proposal on March 23, 2015 (the "Proposal,"a copy of which is incorporated herein by this reference and available for inspection at the offices of the ECO Transit Department)and was chosen as the successful respondent to the Solicitation for the bus length(s) identified by the CMPC; and WHEREAS, Insert Agency Name ("Agency") is a participant in the CMPC and desires to purchase the below described make and model vehicle(s) from the Manufacturer in accordance with said Solicitation; and WHEREAS, Manufacturer is authorized to do business in the State of Colorado and has the time, skill, expertise,and experience necessary to provide the vehicles as set forth below in paragraph 1 hereof; and WHEREAS,this Purchase Agreement shall govern the relationship between the Manufacturer and Agency in connection with the procurement of said vehicles. NOW, THEREFORE, in consideration of the foreclosing and following promises, Manufacturer and Agency agree as follows: 1. Equipment: a. Manufacturer agrees to provide the following vehicles and associated components (hereinafter referred to as the"Equipment") as more specifically identified in the Agency Order which is attached hereto as Exhibit A, and incorporated herein by this reference: Bus Size Length Fuel Type: Fuel Quantity: Quantity b. Manufacturer shall comply with all general requirements, conditions and terms as set forth in the RFP. c. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A,the RFP, or the Proposal, and the terms and conditions set forth in this Agreement,the terms and conditions set forth in this Agreement shall prevail. d. Agency shall have the right to inspect all Equipment. Inspection and acceptance shall not be unreasonably delayed or refused. Agency may conduct acceptance tests on each delivered vehicle. These tests shall be completed within ten(10)business days after vehicle delivery and the Manufacturer will be notified by the 10`h day if the vehicle has been accepted or needs additional work. The post-delivery tests shall include visual inspection and vehicle operations. Vehicles that fail to pass the post-delivery tests are subject to non-acceptance. Agency shall record details of all defects and notify the Manufacturer of non-acceptance of each vehicle. The defects detected during these tests shall be repaired according to the procedures defined in Section 4: Special Provisions, SP. 1 of the RFP. In the event Agency does not accept the Equipment for any reason in its sole discretion,then the Manufacturer shall upon Agency's request and at no charge to Agency: i. take the Equipment back; ii. exchange the Equipment; or iii. repair the Equipment. 2. Compensation: a. Agency shall compensate Manufacturer for the Equipment in accordance with the rates shown in Exhibit A,and calculated as follows: Unit Cost Total Cost Purchase Description Unit Cost Total Cost b. Payment will be made for Equipment satisfactorily delivered and accepted within thirty(30) days of receipt of a proper and accurate invoice from Manufacturer and when CMPC members receive required FTA/CDOT post-delivery paperwork. All invoices shall include detail regarding the Equipment and such other detail as Agency may request. c. If, at any time during the term or after termination or expiration of this Agreement, Agency reasonably determines that any payment made by Agency to Manufacturer was improper because the Equipment for which payment was made were not provided as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from Agency, Manufacturer shall forthwith return such payment(s) to Agency. Upon termination or expiration of this Agreement, unexpended funds advanced by Agency, if any, shall forthwith be returned to Agency. d. Agency will not withhold any taxes from monies paid to the Manufacturer hereunder and Manufacturer agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. e. Notwithstanding anything to the contrary contained in this Agreement, Agency shall have no obligations under this Agreement after, nor shall any payments be made to Manufacturer in respect of any period after December 31 of any year, without an appropriation therefor by Agency in accordance with a budget adopted by its governing body in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution,Article X, Sec. 20). 3. Schedule: a. The Equipment shall be delivered at a rate not to exceed five (5) vehicles per week Monday through Friday. No deliveries shall be made on weekends or holidays. Delivery of the Equipment shall be completed on or before 365 days from date of firm order provided written notification from the agency is received by the Manufacturer 480 days prior to delivery, with the exception of 2015 and 2016 vehicles as defined in the Best and Final Offer. b. Manufacturer and Agency agree that if delivery is not made within a maximum of 480 days, as liquidated damages (but not as a penalty) Manufacturer shall pay Agency one hundred dollars($100.00)per calendar day,per vehicle. c. The Manufacturer is required to work with the CMPC Program Administrator on all contract delay related issues, per Section 3: General Conditions of the RFP, G.C. 9.3. Finalized order dates are to be communicated to the CMPC Program Administrator to track adherence to delivery timeframe requirements. Notifications of any production delays that would result in late delivery or liquidated damages must be communicated by the Manufacturer to the Agency and CMPC Program Administrator per Section 4: Special Provisions of the RFP, SP 6. 4. Federal Grant Contract: The Parties acknowledge that Agency is a sub- recipient of a grant awarded by either/or the Federal Transit Administration (FTA) or the Colorado Department of Transportation(CDOT), which will be used to fund, in part, the procurement of this equipment. The CMPC estimates that approximately 60% of all CMPC contract amounts will be funded by the FTA and/or CDOT. 5. Documents: Manufacturer shall execute all documents required by Agency to transfer title of the Equipment to Agency as identified in Section 4: Special Provisions Table 1: Contract Deliverable of the RFP. Manufacturer shall provide copies of any instruction or operations manuals and shall further provide copies of any manufacturers' warranties associated with the Equipment as specified in the RFP, Section 4, SP 2.3. 6. Other Contract Requirements and Manufacturer Representations: a. Manufacturer has familiarized itself with the intended purpose and use of the Equipment to be provided hereunder, the intended use of such Equipment by Agency, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost,progress, or Equipment. b. Manufacturer will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of this Agreement. c. The fact that the Agency has accepted or approved the Equipment shall not relieve Manufacturer of any of its responsibilities. Manufacturer represents and warrants that it has the expertise and personnel necessary to properly perform the terms of this Agreement. Manufacturer shall provide appropriate supervision to its employees to ensure the performance in accordance with this Agreement. Manufacturer will provide the Equipment and any associated services in a skillful, professional and competent manner and in accordance with the standard of care applicable to Manufacturers supplying similar equipment and services. d. Manufacturer warrants merchantability and fitness of the Equipment for its intended use and purpose. e. Manufacturer agrees to provide the standard manufacturer and component warranties as stated in Section 7: Warranty Provisions, of the RFP unless any accepted deviations to Section 7 were accepted by the CMPC as part of the initial proposal or Best and Final Offer proposal for each vehicle purchased under this Purchase Agreement. All accepted deviations are included in the Eagle County Contract Exhibit B. All extended warranties as provided in CER. 8 Price Proposal Form accepted by the CMPC for each bus length awarded are referenced in the Eagle County Contract Exhibit B. f. Manufacturer warrants that title to all Equipment shall pass to Agency either by incorporation into the Agency facility or upon receipt by Manufacturer of payment from Agency(whichever occurs first) free and clear of all liens, claims, security interests or encumbrances. Manufacturer further warrants that Manufacturer (or any other person performing Work) purchased all Equipment free and clear of all liens, claims, security interests or encumbrances. Notwithstanding the foregoing, Manufacturer assumes all risk of loss with respect to the Equipment until Agency has inspected and approved the same. g. Within a reasonable time after receipt of written notice, Manufacturer shall correct at its own expense, without cost to Agency, and without interruption to Agency as defined in Section 7: i. Any defects in Equipment which existed prior to or during the period of any guarantee or warranty provided in this Agreement; and ii. Any damage to any property caused by such defects or the repairing of such defects. h. Guarantees and warranties shall not be construed to modify or limit any rights or actions Agency may otherwise have against Manufacturer in law or in equity. i. Manufacturer agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement as outlined in the RFP, Section 7, WR 2.2. Time is of the essence with respect to this Agreement. j. This Agreement constitutes an agreement for performance by Contractor as an independent Contractor and not as an employee of Agency. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master- servant, partnership, joint venture or any other relationship between Agency and Manufacturer except that of independent Manufacturer . Manufacturer shall have no authority to bind Agency. k. Manufacturer represents and warrants that at all times in the performance of the Agreement, Manufacturer shall comply with any and all applicable laws, codes, rules and regulations. 1. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. m. Manufacturer shall not assign any portion of this Agreement without the prior written consent of the Agency. Any attempt to assign this Agreement without such consent shall be void. n. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. o. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. p. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. q. The signatories to this Agreement aver to their knowledge no employee of the Agency has any personal or beneficial interest whatsoever in the Equipment described in this Agreement. The Manufacturer has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Agreement Bement and Manufacturer shall not employ any person having such known interests. r. The Manufacturer, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. s. Any and all claims, disputes or controversies related to this Purchase Agreement, or breach thereof, shall be litigated in the Colorado District Court for the county in which Agency is located, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 7. Contract Documents: 1) Purchase Agreement 2) Exhibit A, Agency Order 3) The RFP 4) Manufacturer Proposal and related BAFO which are agreed to by Manufacturer, incorporated herein by this reference, and collectively referred to as "Contract Documents." The Contract Documents may only be altered, amended, or repealed by written amendment. The intent of the Contract Documents is to include all items, components and services necessary for the proper sale and delivery of the Equipment. The Contract Documents are complementary, and what is required by any one shall be as binding as if required by all. Words and abbreviations which have well known technical or trade meanings are used in the Contract Documents in accordance with such recognized meanings. The Contract Documents are listed in order of priority. If a conflict exists in the terms of any of the Contract Documents, the document with a higher priority shall control. 8. Manufacturer's Agreement: Gillig LLC agrees to provide the equipment identified above and in the Purchasing Agreement for the consideration stated herein. The offer to provide the equipment identified above is hereby accepted as offered in the proposal in response to # CMPC-15-LTB-RFP, in accordance with the Contract Documents. Gillig LLC By: By: Representative Agency Representative Title Title Date: Date: