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HomeMy WebLinkAbout3620 RESOLUTION NO. 3620 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A CONTRACT BETWEEN REPAIR, INC., AND THE FOR TWO (2) ROAD AID/MEDIC UNITS H&W APPARATUS CITY OF AUBURN RESCUE TYPE III WHEREAS, the City of Auburn is engaged in various municipal functions, including providing for public Safety, and WHEREAS, included among the facets of the City's public safety responsibilities are those involving response to calls for aid; and WHEREAS, in order to provide for such services, it is appropriate that the City maintain an appropriate contingent of trained personnel and aid response equipment; and WHEREAS, in order to provide for those services it is appropriate for the City to acquire two (2) Road Rescue Type III Aid/Medic units; and WHEREAS, the City of Kirkland, Washington, recently requested bids for the purchase of aid vehicles, and the successful bidder in this project was H&W Apparatus Repair, Inc, an Oregon Corporation doing business as H&W Emergency Vehicles; and WHEREAS, the City of Auburn is willing and interested in subscribing to the City of Kirkland bidding package for the purchase of the two such units; and, WHEREAS, the City of Kirkland is also willing to enter into an Interlocal Agreement with the City of Auburn that would allow the City of Auburn to take Resolution 3620 June 9,2003 Page 1 advantage of the City of Kirkland purchase agreements and pricing for the two (2) Road Rescue Type III Aid/Medic units, with terms being acceptable to the City of Auburn. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Section 1. That the Mayor and the City Clerk are authorized to execute the Interlocal Procurement Agreement with the City of Kirkland for cooperation in procurements, in substantial conformity with the Agreement attached hereto, marked as Exhibit "A" and incorporated herein by this reference. Section 2. That the Mayor and the City Clerk are authorized to execute an agreement with H&W Apparatus Repair, Inc., for the purchase of two (2) Road Rescue Type III Aid/Medic units, in substantial conformity with the Agreement attached hereto, marked as Exhibit "B" and incorporated herein by this reference. Section 3. That the Mayor is authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Section 4. That this Resolution shall take effect and be in full force upon passage and signatures hereon. Dated and Signed this///"~day of (~/~-.--~, 200-2-~ Cl'l~ OF AUBURN PETER B. LEWIS MAYOR Resolution 3620 June 9,2003 Page 2 ATTEST: Danielle E. Daskam, City Clerk APPROVED AS TO FORM: City Attorney Resolution 3620 June 9,2003 Page 3 Return Address: Auburn City Clerk City of Auburn 25 West Main St. Auburn, WA 98001 20030729000849 PACZFZC NU TZT AG PAGE 991 OF 903 97/29/2093 10:19 KZNG COUNTY, WA RECORDER'S COVER SHEET Document Title(s) (or transactions contained therein): Interlocal Agreement (RES 3620) Reference Number(s) of Documents assigned or released: [-1Additional reference #'s on page ~ of document Grantor(s)lBorrower(s) (Last name first, then first name and initials) Auburn, City of Grantee/Assignee/Beneficiary: (Last name first) 1. Kirkland, City of Legal Description (abbreviated: i.e. lot, block, plat or section, township, range) PER RCW 39.34 [] Additional legal is on page of document. NA~ASessor's Property Tax Parcel/Account Number [] Assessor Tax # not yet assigned INTERLOCAL PROCUREMENT AGREEMENT THIS AGREEMENT is between the CITY OF AUBURN, a Washington State municipal corporation, and the CITY of KIRKLAND, a municipal corporation of the State of Washington. WITNESSETH: WHEREAS, the Interlocal Cooperation Act, as amended, and codified in Chapter 39.34 of the Revised Code of Washington provides for interlocal cooperation between governmental agencies; and WHEREAS, the parties desire to utilize each other's procurement agreements when it is in their mutual interest. NOW, THEREFORE, the parties agree as follows: PURPOSE: The purpose of this agreement is to acknowledge the parties' mutual interest to jointly bid the acquisition of goods and services and to dispose of property where such mutual effort can be planned in advance and to authorize the acquisition of goods and services and the purchase or acquisition of goods and services under contract where a price is extended by either party's bidder to other governmental agencies. 2. ADMINISTRATION: No new or separate legal or administrative entity is created to administer the provisions of this agreement. 3. SCOPE: This agreement shall allow the following activities: A. Purchase or acquisition of goods and services by each party acting as agent for either or both parties when agreed to in advance, in writing; B. Purchase or acquisition of goods and services by each party where provision has been provided in contracts for other governmental agencies to avail themselves of goods and services offered under the contract. C. Disposal of goods by each party acting as agent for either, or both parties when agreed to in advance, in writing. 4. DURATION AGREEMENT - TERMINATION: This agreement shall remain in force until canceled by either party in writing. RIGHT TO CONTRACT INDEPENDENT ACTION PRESERVED: Each party reserves the right to contract independently for the acquisition of goods or services or disposal of any prope _rt),_ withOul notice to the other party and shall not bind or otherwise obligate the other party to participate in the activity. COMPLIANCE WITH LEGAL REQUIREMENTS: Each party accepts responsibility for compliance with federal, state or local laws and regulations including, in particular, bidding requirements applicable to its acquisition of goods and services or disposal of property. FINANCING: The method of financing of payment shall be through budgeted funds or other available funds of the party for whose use the property is actually acquired or disposed. Each party accepts no responsibility for the payment of the acquisition price of any goods or services intended for use by the other party. Exhibit "A" Resolution No. 3620 Page 1 8. FILING: Executed copies of this agreement shall be filed as required by Section 39.34.040 of the Revised Code of Washington prior to this agreement becoming effective. INTERLOCAL COOPERATION DISCLOSURE: Each party may insert in its solicitations for goods a provision disclosing that other authorized governmental agencies may also wish to procure the goods being offered to the party and allowing the bidder the option of extending its bid to other agencies at the same bid price, terms and conditions. 10. NON-DELEGATION/NON-ASSIGNMENT. Neither party may delegate the performance of any contractual obligation, to a third party, unless mutually agreed in writing. Neither party may assign this agreement without the written consent of the other party. 11. HOLD-HARMLESS: Each party shall be liable and responsible for the consequence of any negligent or wrongful act or failure to act on the part of itself and its employees. Neither party assumes responsibili~ to the_ other party for the consequ~ences of_ any act or omission of a_ny person, firm or corporation not a party to this agreement. 12. SEVERABILITY: Any provision of this agreement, which is prohibited or unenforceable, shall be ineffective to the extent of such prohibition or enforceability, without involving the remaining provision or affecting the validity or enforcement of such provisions. SIGNED this ~ day of ,2003 Peter B. Lewis, Mayor A~st: Dar~r~lle E. Daskam, City Clerk ~~y~Appr e to SIGNEDihis / ~: daY ,2003 - Approved as to form: Kirkland City Attorney CITY OF KIRKLAND ? By: ,2' ,y .... ,- -'-- ,- ' '",~-'- h~-¥ c -~. /'~ , P~chasin~gent Exhibit "A" Resolution No. 3620 Page 2 PURCHASE AGREEMENT PURCHASE AGREEMENT FOR AID/MEDIC UNITS Ill (Contract) III This Purchase Agreement for two (2) Road Rescue Type III Aid/Medic units, by and business as between H&W Apparatus Repair, Inc, an Oregon Corporation doing ~ H&W Emergency Vehicles, hereinafter referred to as "Seller" and the Auburn, WA, hereinafter referred to as "Purchaser" is entered into effective AGREEMENT (1) Seller agree to sell, and Purchaser agrees to buy from Seller, certain Aid/Medic units or equipment, accessories and related items (collectively the "Apparatus"), as outlined in Seller's bid, specifications, proposal, and additional documents attached hereto and incorporated herein, consisting of the following: PURCHASE AMOUNT (2) The purchase amount will be Two Hundred Forty Two Thousand, Seven Hundred Thirty_ Dollars, and 00/100 ($242,740.00), total for the two. The purchase price may be adjusted by an amount equal to the costs to the Sellers arising from addition of any element to and/or change to the Apparatus required by any law, regulation or standard, or any change orders presented by the Purchaser after the date of this Agreement. *** See attached change orders noted as Addendum "A". PAYMENT TERMS (3.1) Deposit. The Purchaser agrees to deposit the sum of 90% of the value of the contract ($218,457.00) at the time the units are completed and prior to leaving the factory. This will be paid directly to H&W Emergency Vehicles and will be invoiced approximately 30 days prior to units completion. Exhibit "B" Resolution No. 3620 1 06/12/03 PURCHASE AGREEMENT (3.2) Balance. The remaining 10% balance of the contract ($24,243.00) is due and payable after the completed units arrive at the Purchaser's location, subject to a final inspection, which shall be completed within fifteen (15) business days of arrival of the unit back at the Purchaser's location. All payments shall be made directly to Sellers at Seller's address below, and not to any sales agent of Sellers, except upon presentation of a written power of attorney executed by Sellers, specifically referring to this Agreement. (3.3) If payments are not made when due, a late charge of one and one-half percent (1-1/2%) per month (18% annually), may be assessed by Sellers for any past due amount, and such late charge will be in addition to, not in lieu of, any remedies available to the Sellers. (3.4) Default. If the Purchaser defaults or fails to pay the balance due, without reasonable justification, Seller will not deliver the Title (MSO) to the unit until the impasse is resolved. (3.5) This will be in addition to, not in lieu of, any remedies available to the Seller to enforce payment for the complete Apparatus. The seller shall retain title to the Apparatus and equipment, until the total purchase price has been paid in full, including any notes, obligations and securities given to secure the unpaid balance. CANCELLATION (4) Purchaser may cancel Purchaser's purchase commitment under this Contract, by notice to Seller, which notice will be effective when actually received by Seller. In the event of cancellation by Purchaser, Purchaser shall be responsible to Seller for the actual costs incurred by Seller prior to receipt of such notice, which costs are not recoverable by Seller within thirty (30) days by Seller's reasonable mitigation measures. At the end of such thirty-day period, any deposit paid by Purchaser shall be applied against the balance of Seller's costs and expenses, and any excess deposit shall be promptly refunded to Purchaser. In the event Purchaser's deposit is insufficient to cover Seller's costs and expenses described herein, the unpaid portion thereof shall be immediately payable by Purchaser upon notice from Seller. Exhibit "B" Resolution No. 3620 2 06/12/03 DELIVERY TERMS PURCHASE AGREEMENT (5) Seller shall complete the Apparatus and make the same ready for delivery within approximately 180 days after receipt of the signed agreement & approved building instructions. The completed Apparatus shall be delivered to the the Buyer's Location by the Seller at the Seller's expense. Should the Buyer wish to take delivery of the completed units at the Seller's factory at the Buyer's expense, deduct $1,300.00 per unit for delivery. WARRANTIES (6.1) All warranties are more particularly described in Seller's bid attached hereto. Subject to the foregoing, the body is warranted to the original owner against structural defects for the life of the unit, and the unit is otherwise generally warranted against defects in workmanship and materials for a period of one (1) year from delivery. (6.2) The following additional warranties apply to certain items of equipment: Chassis as outlined in the commercial chassis warranty. (6.3) Subject to the above, the Apparatus and equipment are sold "AS IS" without any other representations or warranties. SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LIABILITY (7) Seller shall not be responsible to the Purchaser for any loss or damage directly or indirectly arising from the use of the Apparatus, defects, or from any delay in delivery of the completed Apparatus or delay of any component, due to strikes, fires, accidents, natural disasters, acts of war, inability to obtain parts or materials, or other circumstances beyond Seller's control which may prohibit the Apparatus from being delivered. In any event, Seller's liability under this Agreement is limited to the purchase amount stated in Section 2 above, and under no circumstances will Seller be liable to Purchaser or any other parties for amounts in excess thereof, for any claims, damages or expenses related to or involving this Agreement or the Apparatus. Exhibit "B" Resolution No. 3620 3 06/12/03 AUTHORIZATION PURCHASE AGREEMENT (8) Purchaser shall furnish to the Seller's satisfaction, evidence that Purchaser's entry into this Agreement has been duly authorized by all necessary authorities and governing bodies, and that the official(s) executing this Agreement on behalf of the Purchaser are duly authorized to obligate the Purchaser to the terms this Agreement. This Agreement shall not become valid unless signed by a duly authorized officer of Seller, and countersigned by the authorized representative of the Purchaser. GENERAL PROVISIONS (9.1) Jurisdiction/Validity. If any provisions of this Agreement is deemed invalid, it shall not affect the validity of any other provision of this Agreement. This Agreement, incorporating all attached items, represents the final and complete expression of the Seller and Purchaser, and all other agreements, either written or verbal are hereby abrogated. In the event of any litigation's arising from this Agreement, it shall be subject to the laws of the State of Oregon. (9.2) Attorney Fees. The prevailing party in any action to collect a balance owing under this Contract shall be awarded reasonable attorney fees at trial, on appeal, and for post- judgment collection. (9.3) Nonassignment. Neither this Agreement nor any interest herein shall be sold, assigned, transferred, or encumbered by either party without the consent of the other, and any attempt to do so in violation of this Agreement shall be null and void. (9.4) Waiver. No delay or failure by any party to exercise any right, power or remedy with regard to any breach or default by such party under this Agreement, or to insist upon strict performance of any of the provisions hereof, shall impair any right, power or remedy of such party, and shall not be constructed to be a waiver of any breach or default of the same or any other provisions of this Agreement. (9.5) Limitation. Any legal action based on this Agreement must be commenced within the time allowed by the applicable statute of limitations. (9.6) Notices. All notices under this Agreement shall be in writing and mailed by certified mail/return receipt requested to the parties hereto at their respective addresses as set forth below, or at such other address as may be designated by the parties in writing. Exhibit "B" Resolution No. 3620 4 06/12/03 PURCHASE AGREEMENT Date Signed: SELLER: H&W APPARATUS REPAIR, INC., an Oregon Corporation, d/tl/a H&V~ By: L-~aM, ~ Steven National Sales Manager Address: 3150 SW 234th, Suite 100 Hillsboro, OR 97123 Date Signed: By: __ PURCHASER: The City of Aubum 1101 "D" Street NE Aubum, WA 98002 Name: Peter B. Lewis Title: Mayor Exhibit "B" Resolution No. 3620 06/12/03 PURCHASE AGREEMENT Addendum "A"-Change orders Note: This order is via Interlocal Cooperative Agreement with Kirkland, WA bid proposal 10-10- FM and the King County Fire Chiefs Interlocal Purchase Agreement. Exhibit "B" Resolution No. 3620 6 06/12/03