04-12-2016 Colorado Mountain Purchasing Consortium Purchase AgreementColorado Mountain
Purchasing Consortium
PURCHASE AGREEMENT
Between
Town of Avon — Avon Transit
One Lake Street, PO Box 975, Avon, CO 81620
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
PURCHASING AGREEMENT
Eagle County Award #CO- 2015 -353
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 -
15 -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, Town ofAvon ( "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:
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: 29 ft.
Fuel Type: Diesel
Quantity: One (1)
b. Manufacturer shall comply with all general requirements, conditions and terms as
set forth in the RFP, including all approved deviations.
C. In the event of any conflict or inconsistency between the terms and conditions set
forth in Exhibit A, the R)~P, 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`t' 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 fbllows:
Unit Cost Total Cost
Purchase Description
One (1) 29 ft. BRT Diesel Bus $415,365 $415,365
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. 1f, 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.
C. 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 therefbr 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 timefi-ame 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.
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 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 heroof.
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: 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 fbr 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
Represe ative
JOSEPH POLICARPIO
VICE PRESIDENT
Title
Date: APRIL 26, 2016
CMPC Member Agency — Town of Avon: r ,-- / , 1
OW91By: -"IIIZ6��
Ag epresentative
Mayor
Date: � ti�•,�.
CDOT Procurement Guidebook, Pell 2025
MOT Purchase Authorization (PA) Form
ovWyll"
Grant Partners must prepare this form and submit It for approval prior to finalizing its
agreement with the vendor for goods or services purchased with federal /state funding.
General Information
Grant Partner
COOT Purchase Order ii: Q- JAI- 0'V 1. 932A
/1 ,
-TAW
Funding Source: r7W - ,5':331
of o h
Funding Year; aQl 3
Ptou mment Desvlption
Procurement Title
ao (3 57339
Detailed Oescrlptlon of Goods or Sarvkes
Q9GL1) Jik/ -FJAM, R-D0 0 f,�� 079-354 Ltt-5
Vendor Total st of Goods or Federal/State Share of Goods
SeMses or Services
(xf`1
Grant Partner Acknowledgement
Submitted by: (Print Name)
Signature & Qa
This purchase is hwreby authored by COAT
CDOT Grant Coordinator Signature, .,A--AC mac,
Print Name:
Dater _ l I AL /I C-
co '_
SedtDn M. C Forms Page 33
COOT Procurement Guidebook, Fall 2015
CDOT Procurement Concurrence Request (PCR) Form
overview
Grant Partners must prepare this form and submit it for approval prior to advertising for goods
or services that will be purchased with federal/state funding.
General Information
Grant Partner
CDOT Purchase Order #: 717 NXWIIL
%d pf4V pt7
Funding source: .33,,E 9
Funding Year .70
Procurement
//Desuiption
Procurement Title W13 F7-?q fJpl1 -6-137
Detailed D cription of Goods or Services
Method c Proarement (check one):
0 CDOT Price Agreement D Invitation for Bid/Request for
Proposal M150,000)
0 State of Colorado price Agreement 0 Piggyback
.< Joint Procurement C, 4%C- i , Qualification Based
11 Documented Quote ($3,000_ :l Sole Source
$150,000)
Rationale for choosing this method of procurement (e.g., convenience, cast):
Grtdc{Q
p c�R.sir+a' floweie . � ea�kl� lnai. pt aGK.2cxn
Grant Partner Acknowledgment
Submitted by: (Print Name) --��
a
,.J
Signature & Date
This purchase Its heir y authorized by CDOT
CDOT Grant Coordinator Signature:
Print Name:
Da":
Cd �"
/000 3AV
Section + CDOT Forms Page 32
Post Office Box 3008
Hayward, CA 94540 -3008
(510) 785 -1500
FAX: (510) 785-6819
April 26, 2016
Jane Burden
Transit Director
TOWN OF AVON
One Lake Street
PO Box 975
Avon, CO 81620
RE: COLORADO MOUNTAIN PURCHASING CONSORTIUM (CMPC) PURCHASE
AGREEMENT — PROPOSAL # CMPC - I5- LTB -RFP FOR ONE (1) 29 FT DIESEL BRT
BUS
Ms. Burden,
GILLIG thanks the Town of Avon for the Purchase Agreement for Proposal # CMPC- I5 -LTB-
RFP for one (1) 29 ft Diesel BRT Bus.
As requested, enclosed is one (1) executed copy of the Purchase Agreement for your records.
Please do not hesitate to contact us if you have any additional questions or concerns — we look
forward to working with you and your staff.
Regards,
Maribel Gonz rra
Bid and Contract Specialist
Phone: 510- 264 -3811
Email: m onzalezr�gillig.com
CC: Joseph Policarpio, Vice President
Benjamin M. Grunat, Director National Sales
Javier Hernandez, Jr., Director of Project Sales Management
Joe Saldana, Regional Sales Manager
rrha*?k You for Suppar