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HomeMy WebLinkAboutC16-105 GilligColorado Mountain Purchasing Consortium PURCHASE AGREEMENT Between Eagle County Regional Transportation Authority 3289 Cooley Mesa Rd Gypsum, CO 81637 AND Giltig LLC For Quantity 1, BRT, Low-floor, diesel bus PROPOS AL # CMPC-15.LTB-RFP Awarded : July l3r2015 by Eagle County Government P.O. Box 850 Eagle, Colorado 81631 j;+ Hagle C,ruiitl Catnnisslsnerg, Office C16-105 PURCHASING AGREEMENT Eaele countv Award #co-2}rs-wBs col8- 0032.ECOR. Po#491000709 Issued By: Eagle County P.O. Box 850 Eagle, CO 81631 Administered By: Director of Transportation Contractor: Giilig LLC Address: 25800 Clawiter Road Hayward, CA94545 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 oflarge 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- 15-LTB-RFP dated January 12,20L5 (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"); anc WHEREAS, Gillie LLC ("Manufacturer") submitted a proposal on March 23,2015 (the 'oProposal," (a copy of which is incorporated herein by this reference and available for inspection at the offices of the ECo rransit Department) included among other documents, an insurance certificate which is attached hereto as Exhibit B and was chosen as the successful respondent to the Solicitation for the bus length(s) identified by the CMPC; and WHEREAS, Eagle County Regional Transportation Authority ("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 authorizedto do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the vehicles as set forth below inparagraph t 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. Manufacfurer 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 Fuel Type: Quantity: 40 Feet Diesel I b. Manufacturer shall comply with all general requirements, conditions and terms as set forth in the RFP, including all approved deviations. c. ln 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. 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 10m 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: take the Equipment back; exchange the Equipment; or 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 $449,054 Total Cost $449,054l, BRT, Low-floor, diesel bus 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, Manufacfurer 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 anlhing 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 deliveredat 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 the equipment has been delivered. The Agency shall assume risk of loss of the bus on delivery after satisfactory initial delivery inspection. Prior to this delivery, the Manufacturer shall have risk of loss of the bus, including any damages sustained during the delivery regardless of the status of title or any payments related to the bus. Drivers shall keep a maintenance log en route, and it shall be delivered to the Agency with the bus. If the bus is released back to the Manufacturer for any reason, then the Manufacturer has the risk of loss upon such release. g. Within a reasonable time shall correct at its own expense, without Agency as defined in Section 7: after receipt of wriffen notice, Manufacturer cost to Agency, and without intemrption to Any defects in Equipment which existed prior to or during the period of any guarantee or warranty provided in this Agreement; and 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. Manufacturer agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the perfonnance of this Agreement as outlined in the RFP, Section 7, WR 2.2. Time is of the essence with respect to this Agreement. 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. l. 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 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:Purchase Agreement Exhibit A, Agency Order The RFP 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. l) 2) 3) 4) CMPC Member Agency: By: Vi. Ager4v JOSEPH POLICARPIO, VICE PRESIDENT Title Date, MARCH 11,2015 ( gX,rt, €,re,s&,*t A^4rnrors#('ttn(t Title Date: Exhibit A (Page I of 3) Colorado Mountain Purchasing Consortium PURCHASE AGREEMENT Between Eagle County Regional Transportation Authority 3289 Cooley Mesa Rd Gypsum, CO 81637 AND Gillig LLC For Quantity 2, BRT, l-ow-floor, diesel buses PRICE VARIANCE JANUARY 20, 2016 :OUNTY, CO ON CMPC CONTRACT CONTRACT 40'LOW FLOOR BUSES. SN: TBD Exhibit A (Page 2 of 3) iEAR DOOR t4" swrNG-ouT }4" SWING-OUT $0.0( INTERIOR AD FRAME \U I INCLUDEL){OT REOUIRED $0.0( PRICE VARIANCE JANUARY 20, 2016 :OUNW, CO ON CMPC CONTRACT CONTRACT 40'LOW FLOOR JANUARY 20, 2016 :OUNTY, CO ON CMPC CONTRACT CONTRACT ERGO METRO W/3- PT T & SEAT BELT ALARM I BELT & SEAT BELT ALARM SURVEILLANCE SYSTEM TA 8 CH (8) CAMERA WC33O ROUTER,8IP COLOR CAMEMS & MULTIFUNCTION Exhibit A (Page 3 of 3) CMPC CONTRACT 40' LOW FLOOR BASE UNIT PRICE (9/2015) EAGLE COUNTY, CO 40' LOW FLOOR BASE UNIT PRICE SPARE / TOOLING BUDGET EAGLE COUNTY, CO 40' LOW FLOOR CURRENT pRtCE (1/20/2016) CONFIDENTIAL ($33.00) $475,857,00 DELIVERY ADJUSTMENT $444,633.00 $4,421.00 $449,054.00 is inMh q an Snl Fwdbb td ddivdng il b an inMd rdtidt, yd *o b$y ndd hd p bvc @dd his idmtd in mr, and M.ny Ftu, d6dEto, d$Nts, d qytn! dbb lt@ is shdy Fditu. ryARRANTY (STRC INTEGRITY)12 YRS / 500.000 MTLES I YRS / 350,000 MTLES 1,s00.00) ryARRANTY (ENGINE). YRS / UNLIMI IED MILES I YRS / UNLIMITED MILES $0.0( ^/ARRANTY (TRANSMISSION)I YRS / UNLIMITED MILES . YT{S / UNLIMI IEIJ MILES $o.o( A/ARRAN I Y (AXLES)I YRS / UNLIMITED MILES I YRS / UNLIMITED MILES $o.0( /VARRANTY (BMKES)a YRS i 100,000 MtLEs a YRS / 100.000 MTLES $0.0( A/ARRANTY (RAMP). YRS / UNLIMII EIJ MILES I YRS / UNLIMITED MILES $0.0( /vARRANTY(HVAC)I YRS / UNLIMITEO MILES . YRS / UNLIMITED MILES $0.0( /i/ARRANTY (ALTERNATOR)} YRS / UNLIMITED MILES I YRS / UNLIMITED MILES $0.0( A'ARRAN IY (AIR COMPRESSOR I YRS / 200,000 MTLES r YRS / 200.000 MTLES $0.0( /vAr*{ANIY(StAKtEt{) ' YRS / 35O.OOO MILES l YRS / 350.000 MTLES $0.0( A/ARRANTY (DOOR SYSTEMS)r YRS / 100,000 MtLEs YR / UNLIMITED MILES $100.00) TRAINING 'IOT INCLUOEO {OT REOUIRED $0.0( ^^ .ORD-Exhibit B (Page I of 2) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDTYYYY} 811112015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF TNSURANCE DOES NOT CONSTTTUTE A CONTRACT BETWEEN THE |SSU|NG TNSURER(S), AUTHORTZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: lf the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. lf SUBROGATION lS WAIVED, subjeci to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s'1. PRODUCER fave Risk Management 150 Skokie Blvd. - Bldg. #800 {orthbrook lL 60062 CONTACT NAME: fil8nfi, =*,, 847-267-0415 llil, 847-267-0478 !ffil..". taveriskmanagement@taverm.com INSURER(S) AFFORDING COVERAGE NAIC # tNsuRER a , Lexinoton Insurance comoanv 19437rNsuRED GILLI-1 GILLIG LLC 25800 Clawiter Road Hayward C494545-3213 rNsuRER B,Zurich American Insurance Co.| 6535 rNsuRER c 'American Zurich Insurance Co.t0142 tNsuRER D 'ACE American Insurance Companv INSIJRER E : INSURER F 1 3481 6768 THIS IS TO CERTIFY THAT THE POLICIES OF INSUMNCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTMCT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSUMNCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. t TYPE OF INSURANCE INSD WD POLICY NUMBER Iail LIMITS X COMMERCIAL GENERAL LIABILITY lCLA|MS-MADE x IOCCUR SIR $500Kocc 021458392 10t1t2014 10t1t2015 EACH OCCURRENCE $5,000,000 UAMAUts IUKENIEU PREMISES lEa oeurrdnce\$300.000 X MEO EXP (Anv one person)$0 PERSONAL & ADV INJURY $5.000.000 GEI X I'L AGGREGATE LIMIT APPLIES PER: eoucvl lif6"1 | lLoc OTHER: GENEMLAGGREGATE s5.000.000 PRODUCTS - COMP/OP AGG $5.000.000 B AUl X X X OMOBILE LIABILITY ANYAUTO ALLOWNED f_-l SCHEDULEOAUTOS I AUTOSI .;- NON-OWNEDHTREOAUTOS | ^ AUTOS cKLL LMr $1M [l BAP 5223578 06 10t1t2014 10t1t2015 IMI'INEU SINGLh LIMII r accidentl $z.ooo.ooo BODILY INJURY (Per person) BODILY INJURY (Per accident)o PROPERTY DAMAGE aPer accidentl A X UMBRELLA LIAB EXCESS LIAB x I occun_-.l.*,".-roo=026022516 10t1t2014 10t1t2015 EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 DED X I nerer.rrror.rslo.ooo s D WORKERS COMPENSATION AND EMPLOYERS'LrABrLrrY YrNANY PROPRIETORYPARTNEFYEXECUTIVE -OFFICERYMEMBER EXCLUDED? I (Mandatory in NH) lf yes, describe under DFS(:RIPTION OF OPFPATIONS hal^w N'A wc 522357s-06 (DED) wcuc48138044 '101112014 101112014 10t1t20't5 10t1t2015 vlHtsK I lOtH. ^]STATUTEI IER E.L. EACH ACCIDENT $1.000.000 E.L. DISEASE - EA EMPLOYEI $1.000.000 E,L. DISEASE - POLICY LIMIT $ 1.000.000 DESCRIPTIONOFOPERATIONS/LOCATIONS/VEHICLES (ACORDl0l,AdditionalRemarksSchedule,maybeattachedlfmorespaceisrequired) larrier D - ACE American Insurance Company 8400,000 SIR Each Accident 8400,000 SIR Each Employee Disease LE: Colorado Mountain Purchasing Consortium (CMPC) RFP No. CMPC-1S-LTB-RFP Attn: Ann Beauvais, CMPC Program Administrator See Attached... Eagle County RTA Attn: Director of Transportation 3289 Cooley Mesa Road Gypsum CO 81637 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ,€x-€ru;G @ 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (20141011 Exhibit B (Page 2 of 2) AGENCY CUSTOMER lD: GILLI-1 ADDITIONAL REMARKS SCHEDULE ADDITIONAL REMARKS ave Risk Management THIS ADDITIONAL REMARKS FORM IS.A SCHEDULE TO ACORD FORM, F9RM NUMBER: 25 F9RM TITLE: CERTIFICATE OF LIABIL|TY TNSURANCE County RTA, its gssociated.or.affiliated entities, its s..ucces.sors and assigns, elected officials, employees, agents and volunteers arernal insureds on the General Liability and Auto Liability policies. This sta[ement is subject to iolicy t6rms'ant conditions; wheie by written contract. @ 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORD 101 (2008/01)