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HomeMy WebLinkAboutbocc.con.064.2014A Rev. 08-30-11 jls COUNTY CLERK'S CONTRACT COVERSHEET CONTRACT #: 64.2014 A ORIGINATING DEPARTMENT: Facilities PROCUREMENT OFFICER: Jodi Smith PHONE#: 9205396 PROJECT NAME: Ambulance Temporary Structure Demolization & Relocation CONTRACTOR: WeatherPort Shelter System LLC DOLLAR AMOUNT: $36,103.00 LINE ITEM # 115.34.92834.82900 CONTRACT EXECUTION DATE: 5/7/2014 CONTRACT END DATE: 6/1/2014 AUTOMATIC RENEWAL: El YES ® NO TERM: One month ❑ BOCC AGENDA ITEM (Grants, IGA) El STAFF AUTHORIZED SIGNATURE (Requires BOCC Signature) (Per Revised Procurement Code 7/2005) El OVER $50,000 (Requires Section Leader& County Manager's Signature) ✓ CHECK PROCUREMENT TYPE: None ❑ Informal ❑ Formal ❑ Sole Source ❑ Emergency ❑ Outside Agency/State Bid El Compliance with C.R.S. 8-17-5-101, 102 as amended (Immigration Form) El Exempt El Contract Renewal ✓ CHECK CONTRACT TYPE: El Services/Maintenance ❑ Employment ❑ License/Use El Intergovernmental Agreement(Resolution Required) El Lease El Non-Profit El Construction El Quasi-Public (e.g.-AVH) El Goods, Equipment, Supplies ❑ Grant Agreements (Notify Finance & Resolution Required) El Other(e.g. revenue) ® Change Order/Contract Amendment (C/O: 10%or$25K whichever is the lesser must have County Manager signature) All Contracts should be proofed and all exhibits and notices must be attached for the following: ✓ ❑ No Pages Missing ✓❑ All Other Blanks Filled In ✓ El If Page Left Intentionally Blank—Note on Page ✓❑ All Exhibits Attached ✓ El Page numbered consecutively ✓❑ All Legal Descriptions attached (f applicable) ✓ ❑ All Original Signatures Affixed ✓❑ Notice of Award/Notice to Proceed Attached (if applicable) ✓ ❑ All Dates Filled In ✓❑ Warranty(if applicable) ✓ El Special Instructions for Finance Department: ✓ El Authorized Procurement Officer's Name: 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. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST! Contract#64.2014 Ret'.8.31.11 jaa/js Budget Line Item# 115.34.92834.82900 Ambi -• 11 COVNTI • CHANGE ORDER/CONTRACT AMENDMENT Change Order Number: 64.2014A • • OWNER: Pitkin County Aspen,Colorado 81611 CONTRACTOR: WeatherPort Shelter System LLC 1860— 1600 Road Delta, CO 81416 • The Aspen Ambulance Temporary Structure Demobilization & Relocation (the "Agreement") dated March 17, 2014 between the Board of County Commissioners of Pitkin County (the "County") and WeatherPort Shelter System LLC (the "Contractor") is hereby amended as set forth below. WeatherPort Shelter System LLC was the creator of this structure, and they performed the original installation. Description of Change: Phase 2: Contractor shall reassemble and install the temporary structure at the Pitkin County Landfill, 32014 Hwy. 82, Aspen, Colorado. Contractor's quote (Attachment A) includes all costs for engineering, labor, materials, travel, per-diem, and regulatory fees, etc. The completion date goal for Phase 2 is June 1, 2014. Pitkin County shall be responsible for all permitting, ground and foundation preparation, and heavy equipment for installation. Reason for Change: Phase 2 was pending an engineering report and quote for the above materials, reassembly, and installation. Original Contract Price $ 6,588.00 Net Increase/Decrease in Contract Price (this change order) $ 29,515.00 *Total Adjusted Contract Price(including this change order) $ 36,103.00 This termination date of this contract remains the same: June 1, 2014 Rev 12/27/10js Project Coding 115.34.92834.82900 Ambi Original Contract# 64.2014 In all other respects the Agreement is in full force and effect and remains unchanged by this Amendment. WEATHERPORT SHELTER SYSTEMS gii.79 e1 April 15, 2014 By: Date PITKIN COUNTY ---ate IkOLL. �D Ze`�Z1� Jodi Sm%, Facilities Superintendent Date on Peacock, County Manager Date *Increases over $25,000 and/or 10% (single increase or accumulative) of original contract must have County Manager signature. 2 ATTACHMENT A Page t of 6 WeatherPort SHELTER SYSTEMS Pioneering fabric building systems...since 2968" • April 9,2014 This Quotation Was Prepared Exclusively For Buyer: Pitkin County 485 Rio Grande PI#101 Aspen, CO 81611 Attn: Jodi Smith QUOTATION FROM WEATHERPORT SHELTER SYSTEMS LLC (SELLER) Qty ] Item Unit Price Total Price PARTS PACKAGE FOR A WEATHERPORT FABRIC BUILDING SYSTEM: $ 20,750.00 $ 20,750.00 34'Wide x 26'Long WeatherPort Gable Fabric Building System Including in Package: 2 Complete Arch 1 New Base Frame 1 Complete Set of Purlins 1 Set of Lateral Cables for(4)Bays . 2 Side Pull Down Bars 2 Replacement End Framing • STAMPED BUILDING AND FOUNDATION ENGINEERING 1 $ 4,375.00 $ 4,375.00 PACKAGE 1 DELIVERY TO ASPEN,COLORADO $ 500.00 $ 500.00 SET INSTALLATION SERVICES- (3)DAYS,SUPERVISORS $ 3,660.00 $ 3,660.00 ONLY (2)WeatherPort Installation Supervisors (1)Accommodations for WeatherPort Installation Supervisors Buyer is responsible for all permitting, ground and foundation preparation and installation equipment and(4) laborers. +1.970.874.6373(phone) • +1.970.874.5090(fax) PROPRIETARY AND CONFIDENTIAL This page contains WeatherPort Shelter Systems'Confidential Information. Any use or disclosure of this information is restricted. Page 2 of 6 TRAVEL TO SITE 1 $ 230.00 $ 230.00 Including: (I) Round Trip Travel Time, Supervisors Only Total Price FOB Origin,Add Freight: $ 29,515.00 ADDITIONAL DAILY RATE $1,220.00/ Included in Daily Rate: DAY (2)WeatherPort Installation Supervisors This Quotation is in effect for 30 days Delivery Date: TBD from Buyer's placement of order . • • +1.970.874,6373(phone) • +1.970.874.5090(fax) PROPRIETARY AND CONFIDENTIAL This page contains WeatherPort Shelter Systems'Confidential Information. Any use or disclosure of this information is restricted. Page 3 of Prices and Payment: All prices are net and are quoted FOB place of manufacture,exclusive of any applicable taxes. Prices are U.S.dollar unless otherwise noted. Buyer is responsible for payment of any taxes. Shipping and handling charges are the responsibility of Buyer,regardless of whether Seller is arranging such shipping and handling. Prices arc those currently in effect and are fine for(30)days from the date of this quotation unless otherwise noted. Payment terms are 50%downpayment with signed WeatherPort Purchase Agreement,balance due before Delivery as defined below,and in any event before delivery of the Goods to a carrier for shipment. Prior quotations for any of these Goods are void. Delivery: "Delivery"of the Goods will be FOB place of manufacture and occurs when the Goods arc made available to Buyer at place of manufacture or otherwise,regardless of whether Seller is responsible for arranging shipment of the Goods from the place of manufacture to Buyer. If Delivery time is not specified above, then Delivery shall be subject to availability of the Goods on the date on which this Quotation is accepted by Buyer,and Seller shall provide Buyer with an estimated time to delivery upon acceptance of this Quotation by Buyer. Shipment of the Goods will be arranged by Seller. Terms and Warranty_ Sale of the Goods shall be subject to the Terms and Conditions negotiated between Buyer and Seller and attached as Schedule I hereto,which Terms and Conditions are incorporated in and form a part of this Quotation. As used in the Terms and Conditions,"Purchase Agreement"means this Quotation. The Goods shall be covered by the Limited Warranty attached as Schedule 2 hereto,the terms of which are incorporated in and form a part of this Quotation, Any other page-numbered attachments to this Quotation are also incorporated in and form a part of this Quotation. This Quotation,the Terms and Conditions, the Limited Warranty,and any other page-numbered attachments to this Quotation are collectively referred to as the"Contract." ANY TERMS PROPOSED IN BUYER'S ACCEPTANCE OF TIES QUOTATION WHICH ADD TO,VARY FROM, OR CONFLICT WITH THE TERMS HEREOF ARE HEREBY OBJECTED TO AND REJECTED,SHALL NOT CONSTITUTE ANY PART OF ANY CONTRACT RESULTING FROM MIS QUOTATION,AND SHALL HAVE NO FORCE OR EFFECT. THE TERMS HEREIN SHALL CONSTITUTE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS AND CONDITIONS OF ANY CONTRACT RESULTING FROM THIS QUOTATION AND MAY BE MODIFIED ONLY BY WRITTEN INSTRUMENT EXECUTED BY THE AUTHORIZED REPRESENTATIVES OF BOTH PARTIES This Quotation is Respectfully Submitted By: V V Jillian Vermeers Commercial Programs Manager Office:+1-970-874-6373 Cell;+1-970-497-3517 jermeers Rweatherport.com WeatherPort Shelter Systems LLC • 1860 1600 Rd. Delta,CO 81416 +1.970.874.6373(phone) • +1.970.874.5090(fax) PROPRIETARYAND CONFIDENTIAL • This page contains\VendierPort Shelter Systems'Confidential Information. Any use or disclosure of this information is restricted. • Page 4 of 6 • Schedule 1 to Quotation • TERMS AND CONDITIONS These Terms and Conditions fonu a part of the Quotation. Read them earthily. I. Definitions. Unless otherwise indicated,capitali2ed terns used in these Tents and Conditions shall have the meanings set forth in the Quotation. 2. Offer and Acceptance;Title and Risk of Loss;Cancellation;Price and Payment. a) Seller offers to sell the Goods to Buyer on the temps and conditions set forth herein. Seller shall he under no obligation to perform until Buyer accepts Seller's ofer. Buyer shall be deemed to have accepted Seller's offer when Buyer does any of the following:(i)signs the Contract;(ii)pays any part of the purchase price;or(iii)accepts delivery of any of the Goods. Title to and risk of loss for the Goods passes to Buyer upon Delivery. b) Buyer may cancel this Contract only by giving Seller a written notice less than ten(10)days after the Contract's effective date and including a payment to Seller of a cancellation fee in the amount of 50%of the Contract price. Buyer shall also reimburse Seller for all expenses,including without limitation reasonable overhead,Seller incurs In correction with its performance of the Contract through the date of Seller's receipt of Buyer's notice of cancellation and the cancellation fee. Such expense reimbursement is in addition to the cancellation fee and shall be paid within ten(10)clays from the date on which Seller requests such reimbursement. c) Unless otherwise provided in the Contract,Buyer shall pay the entire purchase Price on or before Delivery. Buyer shall pay for the Goods without deduction,setoff or counterclaim of any kind. In addition to any other remedies available to Seller by reason of Buyer's default,Seller may charge interest on any amounts owed by Buyer and not paid when due at the lesser of 1.5% per month or the highest rate that may be legally agreed to by Seller and Buyer. Seller may charge a S25 fee if Buyer's check is returned for any reason. Seller's Delivery of the Goods without first receiving payment when due under this Contract shall not be a waiver of Buyer's default in payment,nor shall it be a waiver of any of Seller's rights and remedies on account of such default or otherwise. 3. Seller's Limited Warranty:Buyer's Exclusive Remedies, a) The Goods are sold subject to Seller's Limited Warranty,attached ns Schedule 2 to the Quotation. b) Any claim by Buyer arising out of or relating to this Contract,the Goods,or Seller's performance,regardless of the theory under which such claim Is brought,except for claims under Seller's Limited Warranty,is waived unless Buyer gives notice of such claim to Seller within ten(10)days after Delivery. Buyer must bring suit on any such claim within six months from the date on which notice of the claim was given,or it is barred. c) Buyer's exclusive remedy in the event of any such claim shall be,at Seller's option,(i)replacement or other cure of any defective Goods or performance,or(ii)return of so much of the purchase price as has actually been paid by Buyer. Buyer must return the Goods,or defective portion of the Goods,to Seller F.O.B.origin. Without limiting the foregoing,Seller's maximum liability for any such Claim shall not exceed the amount actually received by Seller from Buyer as payment under this Contract. 4.No Liability for Inlury to Persons or Property. Without limiting paragraph 3(c),SELLER SHALL NOT BE LIABLE FOR, AND BUYER PROSPECTIVELY WAIVES AND RELEASES SELLER FROM,ANY CLAIM OR CAUSE OF ACTION, WHETHER BASED ON CONTRACT,NEGLIGENCE,OTHER TORT,STRICT LIABILITY OR OTHERWISE,FOR ANY PERSONAL INJURY OR ILLNESS OR DEATH OR DAMAGE TO OR LOSS OF ANY REAL OR PERSONAL PROPERTY (collectively and severally,"Personal Injury Claim")THAT ARISES OUT OF OR RELATES TO THE GOODS OR BUYER'S USE OF THE GOODS. If,iwtwitlrstand ng the foregoing,Seller is held liable to Buyer by a court of competent jurisdiction on account of any Personal Injury Claim,Buyer's damages for all stick Personal Injury Claims shall be limited to Buyer's actual damages and-shall not exceed in the aggregate the amounts actually paid by Buyer to Seller under this Contract. 5. No Punitive or Consequential Damages, Without limiting paragraphs 3 or 4,in no event shall Seller be liable for any punitive damages or for any indirect,incidental,special or consequential damages,including without limitation lost earnings or profits or loss of income earning capacity,in any claim arising out of or relating to this Contract,the Goods,or Seller's performance,or in any Personal Injury Action,even if Seller has been advised of the possibility of such damages. 6. Indemnity, Buyer shall defend,indemnify and hold harmless Seller and its shareholders,officers,parent and subsidiary and related corporations,directors,employees,agents,subcontractors,insurers,successors and assigns from and against each and every demand,claim,cause of action,liability,damage,loss,cost and expense(including,but not limited to,reasonable attorney's fees and expenses)arising from or relating to(a)any breach of Buyer's obligations,representations,o•wawanties under the Contract;and(b)any act or omission of Buyer,its officers,contractors,subcontractors,licensees,agents,servants, employees,invitees or visitors in connection with the Contract;PROVIDED,however,that Buyer shall not be under any obligation to defend,indemnify or save Seller harmless against claims arising solely out of Seller's reckless misconduct. All of Buyer's obligations and liabilities under this paragraph shall survive completion or termination of the Contract and shall be separately enforceable by Seller. +1.970.874.6373(phone) • +1.970.874.5090(fax) PROPRIETARY AND CONFIDENTIAL This page contains 1VeatherPort Shelter Systems'Confidential hnfomatlon. Any use or disclosure of this Information Is restricted. Page 5 of 6 7. Security Interest, Buyer hereby grants Seller a security Interest In all of the Goods and in any products or proceeds thereof, wherever located and however commingled,to secure payment of any and all amounts due or to become due under the Contract. Buyer irrevocably authorizes Seller to file financing statements and amendments to perfect the security interest granted to Seller. 8. Default;Remedies Upon Default, Buyer shall be In default of the Contract if Buyer fails to pay any amount owed to Seller under this Contract,as and when such payment is due or if Buyer fails to perform,keep,or observe any other tear,provision, condition or covenant contained in this Contract that is required to be performed,kept or observed by Buyer. In the event of Buyer's default,all sums owing under this Contract shall become immediately due and payable,Seller shall have all remedies available under the Contract,at law or in equity,and a) Seller shall be entitled to recover from Buyer the entire purchase price and all other damages incurred by Seller by reason of Buyer's default,together with all of Seller's actual attorney's fees,whether or not suit is filed,and nil other costs of collection. b)Seller shall be entitled to a prejudgment writ for delivery of the Goods in which Seller has a security interest and n prejudgment writ of attachment of additional property belonging to Buyer insofar as the value of the Goods in which Seller has a security Interest is insufficient to pay the amounts owed to Seller. Buyer expressly waives(i)any and all rights to a hearing in any prejudgment claim and delivery or attachment proceeding; (ii)any requirements for.lhe posting of any bond in any prejudgment claim and delivery or attachment proceedings;and(iii)any claims that could or might arise in favor of Buyer from any prejudgment seizure or attachment. The remedies provided for in this paragraph 8 are cumulative and may be exercised concurrently or separately, 9, Force Majeure and Commercial Impracticabili y. No delay,failure or omission by Seller to cany out or to observe any of the teens,provisions or conditions of the Contract shall be deemed a breach if such delay,failure or omission is caused by or prises out of any act of God,strike,lockout,shortage of material or labor,restriction by any governmental authority,civil riot,flood, fire,and any other cause not within the reasonable control of Sella. In such ease,the period for Seller's performance shall be automatically extended for the same time that Seller was delayed, In addition,if any part of Seller's performance shall become commercially impracticable,Seller shall be excused from further performance of the Contract or,at Seller's option,so much of it as is affected by such commercial impracticability. For purposes of the Contract,Seller's performance is commercially • impracticable if it would require Seller to incur excessive or unreasonable expenses,whether or not such expenses are a result of a force mnjeure condition,and whether or not such expenses result from the occurrence or nonoccurrence of events or circumstances that could or should have been foreseen by Seller. - 10. No Waiver, No waiver by Seller of any breach of any of the covenants or conditions herein contained to be performed by Buyer shall be construed as a waiver of any succeeding breach of the same or any other covenant or condition. Any waiver by Seller of strict performance by Buyer of any of team of the Contract must be in writing and executed by Seller to be effective. Such waiver shall extend only to the particular performance or breach so waived and shall not limit Seller's tights with respect to any future performance or breach. 11. Taxes, All sales taxes and other taxes required to be collected by Seller from Buyer in connection with the sale of the Coeds shall be paid by Buyer along with the purchase price at or before Delivery. All other taxes now or hereafter Imposed by federal, state,local or foreign governments in respect to or measured by the Goods delivered hereunder or the manufacture,storage,sale, delivery,receipt,exchange or inspection thereof shall be the responsibility of the Buyer,who shall reimburse Seller upon receipt of invoice for any such taxes or fees legally required to be paid and paid by Seller in respect to the Goods delivered by It. 12. Assignment. Buyer may not assign the Contract in whole or in pad,and the Contract may not be assigned by operation of law. Any attempted assignment shall be void ab initio. 13. Governing Law:Venue;Waiver of Juty_T_rial and Statute of Limitations. The Contract shall be construed and governed under the laws of the State of Colorado.in the event of a dispute under or as to the terms of the Contract,the parties agree that jurisdiction and venue shall lie exclusively in the courts at Grand Junction,Colorado,except that Seller may simultaneously bring an action in another jurisdiction or venue for the purpose of seeking a prejudgment delivery or attachment of,or to foreclose a security interest in,property in such other jurisdiction. Buyer irrevocably waives(I)any applicable statute of • limitations and(ii)all rights to a trial by jury in any action,proceeding,or counterclaim(whether based on contract,tort or otherwise)arising out of or relating to this Contract,ally transactions contemplated in this Contract,or any action of any party in the negotiation,administration,performance or enforcement thereof. 14. Entire Agreement;Modification, The Contract and any attachments hereto or referred to herein constitutes the entire understanding of the parties with respect to the subject matter herein and supersedes any prior oral or written representations or agreements concerning the sauce. Buyer warrants that it is not relying on any representations other than those contained in the Contract. No modification of the Contract shall be binding unless such modification is in writing and executed by both parties subsequent to the date hereof. • • +1.970.874.6373(phone) • +1.970.874.5090(fax) PROPRIETARY AND CONFIDENTIAL This page contains WeatherPort Shelter Systems'Confidential Information. Any use or disclosure of this information is restricted. Page 6 of 6 Schedule 2 to Ouotatlon LIMITED FIVE-YEAR FABRIC BUILDING WARRANTY Except as otherwise provided below,WeatherPort Shelter Systems LLC("Seller")warrants to the original buyer("Buyer")that all Fabric Buildings sold under this Contract shall he Gee from defects in material and workmanship under normal use and service for a period of five(5)years. • SELLER'S SOLE OBLIGATION,AND BUYER'S SOLE AND EXCLUSIVE REMEDY,UNDER THIS WARRANTY SHALL BE THE REPAIR OR REPLACEMENT,AT SELLER'S OPTION,F.O.B.ORIGIN AND SUBJECT TO THE TERMS AND CONDITIONS OF THIS WARRANTY,OF ANY PART OR PARTS WHICH ARE DETERMINED BY SELLER TO BE DEFECTIVE. This warranty does not cover failures caused by improper installation,abuse,misuse,misapplication,improper or lack of maintenance,negligence,accident,normal deterioration including normal wear and tear,use of improper pads or improper repair.This warranty does not cover any Goods or part thereof that is worn out or altered,used for a purpose other than that which it was intended,or used lu a manner inconsistent with any instructions regarding its use.This warranty does not cover any Goods or part thereof which has beedrepaired,modified or altered in such a way as to,in the Seller's sole judgment,have affected its usefulness or viability.This warranty does not include costs for removal,transportation,or re-installation of the Goods.This warranty does not cover damage caused by any acts of nature such as hail,fire,earthquakes,floods,ultraviolet light degradation,or other factors over which Seller has no control,No agent,employee,or representative of Seller has any authority to bind Seller to any animation,representation,or warranty concerning the Goads except as stated in this warranty. Seller's obligation under this warranty is limited to repairing or replacing at the place of origin any part or pads which shall within the warranty period be returned to the Seller,with transportation charges prepaid and which the Seller's examination shall disclose to its sole satisfaction to have been defective.Anything in Buyer's purchase order or confirmation to the contrary notwithstanding,SELLER SHALL NOT BE LIABLE FOR ANY INDIRECT,INCIDENTAL,SPECIAL,OR CONSEQUENTIAL DAMAGES,INCLUDING WITHOUT LIMITATION LOST PROFITS,FOR ANY BREACH OF WARRANTY,AND THE BUYER ASSUMES ALL RISK AND LIABILITY WHATSOEVER RESULTING FROM THE USE OF THE GOODS,WHETHER USED SINGULARLY OR IN COMBINATION WITH OTHER EQUIPMENT.Seller neither assumes,nor authorized nor authorizes any person to assume for it,any other liability in connection with the sale or use of the Goods,and there are no oral agreements or warranties collateral or pertaining to the Goods. EXCEPT AS HEREIN ABOVE SET FORTH,SELLER MAKES NO WARRANTY OF ANY KIND,EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS,AND THE WARRANTY HEREIN ABOVE SET FORTH IS EXPRESSLY IN LIEU OF ANY WARRANTIES AND REPRESENTATIONS,EXPRESS OR IMPLIED,AND ALL OTHER OBLIGATIONS OR - LIABILITIES ON THE,PART OF SELLER.WITHOUT LIMITING THE FOREGOING,SELLER DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. Any claim under the above specified warranty shall be forwarded to the Seller in writing,specifying the defect claimed,the • length of service of the Goods involved,and,if known,the purchase order or contract number under which the Goods was procured.The Buyer agrees to permit the Seller to conduct an investigation of the claimed defect at the Buyer's facility if considered necessary by Seller.NO GOODS MAY BE RETURNED WITHOUT THE WEATHERPORT SHELTER SYSTEMS LLC'S PRIOR WRITTEN PERMISSION. • • +1.970.874.6373(phone) • +L970.874.5090(fox) PROPRIETARY AND CONFIDENTIAL This page contains WealherPort Shelter Systems'Confidential Infomatiou, Any use or disclosure of this Information Is restricted.