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Home My WebLink Aboutbocc.con.085.2011 CLERK'S CHECK LIST FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR SCANNING /ARCHIVING CONTRACT #: 85 -2011 ORIGINATING DEPARTMENT/DIVISION: Airprot CONTACT PERSON: Steven Schultz PHONE #: 970 - 429 -2858 PROJECT NAME: Gate Card Reader ❑ BOCC AGENDA ITEM ZSTAFF AUTHORIZED SIGNATURE (Requires BOCC Signature) (per Revised Procurement Code 7/2005) CHECK PROCUREMENT TYPE: ❑None ®Informal ❑Formal DSole Source ❑Emergency ['State Bid ❑ ❑Compliance with House Bills 06 -1343 and 07 -1073 (Under $10,000, Letters of Engagement, etc.) CHECK CONTRACT TYPE: .. DOLLAR AMOUNT: 9 sea, bp BUDGET LINE ITEM/LEDGER NUMBER: V44101/S ❑Services/Maintenance ❑Employment (for county employees) ❑License/Use ❑Intergovernmental Agreement (Requires BOCC Action) ['Lease ❑Non- Profit ['Construction ❑Quasi - Public ZGoods, Equipment, Supplies ❑Grant Agreements (Requires BOCC Action) ❑Other (e.g. revenue) ❑Change Order /Contract Amendment CONTRACTOR/BUSINESS:Henry Brothers Electronics, Inc. Complete Legal of Name of Business Contract Execution Date:5 /6/2011 Contract End Date: 6/10/2011 Automatic Renewal ['Yes ZNo Term of Contract: 5/6/2011 - 6/10/2011 P. VP All Contracts should be proofed for the following: 1 ✓ ZNo Pages Missing i ( ' V ✓ ❑If a Page is Left Intentionally Blank —Note on Page 1Q ✓ Page numbered consecutively pi , , ✓ ZA1I Signatures Affixed ✓ ZAII Dates Filled In ✓ ZAII Other Blanks Filled In ✓ ❑All Exhibits Attached ✓ ❑HB 06 -1343 and 07 -1073 Legislation Included in RFP and /or Contract ✓ ❑All Legal Descriptions Attached (if appropriate) ✓ ❑Notice of Award/Proceed Attached (if appropriate) ✓ ['Warranty, if applicable ❑Special Instructions for Finance Department: ZSent to Clerk and Recorder for Scanning/Archiving ZAuthorized Staff Person's Name: Steven Schultz BY CHECKING ABOVE AND ENTERING NAME, THE AUTHORIZED STAFF PERSON INDICATES THAT THE ATTACHED DOCUMENT HAS BEEN PROOFED AND READY FOR SCANNING. NOTE: CLERK'S OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE ARCHIVES RETAINAGE SCHEDULE. AMENDED 04/01/08 Contract #85 -2011 Rev. 12/27/10 jls Ledger #Various CONTRACT FOR THE PURCHASE OF GOODS THIS CONTRACT is made and entered into this 6 day of May, 2011, by and between Pitkin County, Board of County Commissioners, 530 E. Main Street, Third Floor, Aspen, Colorado 81611 (hereinafter "Buyer ") and Henry Brothers Electronics, Inc., (hereinafter "Vendor "). 1. GOODS PURCHASED. Vendor shall provide Buyer the following goods conforming to the stated description and any Technical Specifications attached to this contract: The Vendor will be installing goods as depicted on the attached exhibit at the Airport Operations Center. 2. DELIVERY OF GOODS. Goods, together with all warranties, guarantees, manuals, support information and notice of any extended warranties, shall be delivered by Vendor to the Buyer at the following place and time: Place:1001 Owl Creek Rd. Date June 10` 2011. 3. RISK OF LOSS. At all times prior to delivery and Buyer's acceptance of the goods, Vendor shall bear any and all risk of loss of or damage to the goods. During such period, Vendor shall insure the goods for loss or damage in amounts and under appropriate terms. 4. TIME IS OF THE ESSENCE. Vendor acknowledges that time is of the essence for delivery of goods. 5. LIQUIDATED DAMAGES. Vendor hereby agrees to be responsible to Buyer for liquidated damages for failure to deliver goods on time, (for delay and not as Penalty) in the amount of $100.00 per calendar day for each day or part of a day that goods are not delivered on the date and time established in accordance with this contract. The parties agree that the stated sum is a reasonable forecast of fair compensation for the anticipated damages for delay and that they genuinely intend to liquidate such damages. Any such damages are to be deducted from purchase price. 6. ACCEPTANCE OF GOODS. Delivery of goods shall be complete only upon acceptance by Buyer. Buyer shall have 5 businesses for inspection of goods. At delivery and after inspection and acceptance, Vendor shall tender a Bill of Sale to the 1 goods, together with any and all other documents evidencing such ownership and title to the goods. The goods shall be delivered to Buyer free and clear of any liens, claims or encumbrances, and Vendor shall warrant the same, which warranty shall survive closing of this contract. 7. REJECTION OF GOODS. If goods are not delivered according to the specifications and descriptions of this contract, Buyer may reject goods. Upon failure of Vendor to deliver goods, Buyer may terminate this contract or declare Vendor to be in default and pursue remedies contained in this contract. 8. WARRANTY/REPAIRS: A. Delivery of Warranty. Upon delivery of the goods, Vendor shall simultaneously tender to Buyer all warranties, guarantees, manuals and other documents specified by the contract documents or in possession of Vendor. B. Terms of Warranty and Repair. The Vendor hereby warrants that for a period of 1 year after goods are accepted, Vendor will, at Vendor's own expense, without any cost to the Buyer, replace all defective parts and make any repairs to the goods that may be required or made necessary by reason of defective material or workmanship. Where practicable, warranty repairs are to be made in the field; however, in the event of major repairs, the goods may be transported to Vendor's facility at no cost to the Buyer. C. Extended Warranties. In addition to the above, the Buyer may avail itself of the Vendor's standard and/or extended warranties. The Vendor shall offer to the Buyer any extended warranties, which may be available from the manufacturer at the time of delivery, or any subsequent extended warranties, for which the Buyer may be eligible, which become available thereafter. The Buyer is under no obligation to accept and pay for these extended warranties however. 9. PAYMENT. Full payment shall occur upon acceptance of goods delivered in compliance with this contract. In consideration of delivery and acceptance of the goods to Buyer in accordance with this contract, Buyer shall pay Vendor, and Vendor agrees to accept as its full and only compensation, the stated sum of $8,583.60, but any payment by the Buyer may be offset by any amount the Vendor owes the Buyer for any reason. 10. TERMINATION PRIOR TO EXPIRATION OF CONTRACT TERM. Buyer has the right to terminate this contract, with or without cause, by giving written notice to the Vendor of such termination and specifying the effective date thereof. 11. BUYER'S REMEDIES UPON DEFAULTOF VENDOR. Whenever Vendor shall default in performance of this contract in accordance with its terms, Buyer shall be entitled to suit for damages, specific performance or other relief in law or equity. 2 12 ASSIGNABLILITY. This contract is not assignable by either party. Any use of subcontractors by the Vendor for performance of this contract must be accepted in writing by the Buyer. 13. BINDING ARBITRATION. Any disputes arising out of this contract shall be subject to binding arbitration. The parties agree that any disputes concerning the terms and conditions of this contract shall be submitted and finally settled by arbitration. Arbitration shall be conducted pursuant to the rules of the American Arbitration Association and shall be presided over by the Pitkin County Hearing Officer appointed to arbitrate Pitkin County contract disputes. Costs of the arbitration shall be awarded to the substantially prevailing party. 14. SEVERABILITY. In the event that any provision of this contract shall be held to be invalid or unenforceable, the remaining provisions of this contract shall remain valid and binding upon the parties hereto 15. INTEGRATION AND MODIFICATION. This contract represents the entire and integrated contract between the Buyer and Vendor and supersedes all prior negotiations, representations, or contract, either written or oral. This contract may be amended only by written contract signed by both the Buyer and Vendor. 16. EXEMPTIONS. All purchases of construction or building or any other materials for this contract shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. Pitkin County is exempt from such taxes under registration numbers 98 -02624 and 84- 78000 -5K. 17. CONTRACT MADE IN COLORADO. The parties agree that this contract 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. 18. ATTORNEY'S FEES. In the event that legal action is necessary to enforce any of the provisions of this contract beyond the arbitration described in Paragraph 13, the substantially prevailing party shall be entitled to its costs and reasonable attorney's fees. 19. GOVERNMENTAL IMMUNITY. Vendor agrees and understands that Buyer is relying on and does not waive, by any provision of this contract, the monetary limitations or terms (presently $150,000.00 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, 24 -10 -101, et. Seq., C.R.S., as from time to time amended, or otherwise available to Buyer or any of its officers, agents or employees. Further, nothing in this contract shall be construed or interpreted to require or provide for indemnification of the Vendor by the Buyer for any injury to any person or any property damage whatsoever which is caused by the negligence or other misconduct of the Buyer or its agent or employees. 20. CURRENT YEAR OBLIGATIONS. The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall 3 constitute only currently budgeted expenditures of Pitkin County as Buyer. Pitkin County's obligations under this contract are subject to Pitkin County's annual right to budget and appropriate the sums necessary to provide the services set forth herein. No provisions of the contract shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the then current fiscal year of Pitkin County. No provision of the contract shall be construed or interpreted as creating a multiple -fiscal year direct or indirect debt or other financial obligation of Pitkin County within the meaning of any constitutional or statutory debt limitation. This contract shall not directly or indirectly obligate Pitkin County to make any payments beyond those appropriated for Pitkin County's then current fiscal year. No provisions of this contract shall be construed to pledge or create a lien on any class or source of Pitkin County's moneys, nor shall any provision of this contract restrict the future issuance of Pitkin County's bonds or any obligations payable from any class or source of Pitkin County's money. 21. NOTICE. Any written notice required by this contract shall be deemed delivered through any of the following: (1) hand delivery to the person at the address below; (2) delivery by facsimile with confirmation of receipt to the fax number below; or (3) within three (3) days of being sent certified first class mail, postage prepaid, return receipt requested addressed as follows: A. To Pitkin County with copies to: Steven Schultz C.M. Pitkin County Attorney's Office 233 E. Airport Rd. St. A 530 E. Main Street, #302 Aspen, CO 81611 Aspen, Colorado 81611 Fax: (970)-920-5378 Fax: (970) 920 -5198 B. To Vendor: Henry Brothers Electronics, Inc. Hallie Hotchkiss 3964 Youngfield St. Wheat Ridge, CO 80033 Fax: (303)-373-5758 IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out herein above. VEN i O' Henry Br the . Electronics, Inc. PITKIN COUNTY COLORADO By: Ala � a;if6e By: Authorized Si. 427 Title: Co M to LL Title: 4 ft! 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