Loading...
HomeMy WebLinkAboutCONTRACT - BID - 9770 GLASS BEADS FOR ACRYLIC WATERBORNE TRAFFIC PAINTOfficial Purchasing Document Last updated 1/19//22 BID 9770 – Glass Beads for Acrylic Waterborne Traffic Paint Goods Agreement Page 1 of 8 GOODS AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and SWARCO REFLEX, LLC, hereinafter referred to as " Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope. The Provider agrees to provide and deliver goods in accordance with the Scope of Work attached hereto as Exhibit A, consisting of one (1) page, and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Provider shall be solely responsible for performance of all duties hereunder. 2. Time of Commencement and Completion of Services. The goods to be delivered pursuant to this agreement shall be initiated immediately following the issuance of a Purchase Order. The order shall be shipped and delivered complete and undamaged. The delivery addresses are: City of Fort Collins, 625 9th St., Fort Collins, CO 80524, or 1380 Hoffman Mill Road, Fort Collins, CO 80524, attention Rich Brewbaker at RBrewbaker@fcgov.com. 3. Contract Period. This Agreement shall commence April 28, 2023 and shall continue in full force and effect until April 27, 2024, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Provider and mailed no later than thirty (30) days prior to contract end. 4. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 5. Early Termination by City Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. In the event of early termination by the City, the Provider shall be paid only for undamaged goods provided or services rendered to the date of termination, subject only to the satisfactory performance of the Provider’s obligations under this Agreement. Such payment shall be the Provider's sole right and remedy for such termination. DocuSign Envelope ID: 33E13349-B54F-48BA-9779-C7257E30B6B2 Official Purchasing Document Last updated 1/19//22 BID 9770 – Glass Beads for Acrylic Waterborne Traffic Paint Goods Agreement Page 2 of 8 6. Notices. All notices provided under this Agreement shall be effective immediately when emailed or three (3) business days from the date of the notice when mailed to the following addresses: Provider: City: Copy to: Swarco Reflex, LLC Attn: Jon Sproul PO Box 1558 Mexia, TX 76667 Roseann.meredith@swarco.com City of Fort Collins Attn: Rich Brewbaker PO Box 580 Fort Collins, CO 80522 RBrewbaker@fcgov.com City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 purchasing@fcgov.com 7. City Representative. The City will designate its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the delivery of goods provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 8. Contract Sum. The City shall pay the Provider for the performance of this Contract, subject to additions and deletions provided herein, as per the line item pricing in the attached Exhibit B, consisting of one (1) page, and incorporated herein by this reference. This is an indefinite quantity contract. Shipping terms are FOB Destination(s). 9. Appropriation. To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation by City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The City shall have no obligation to continue this Agreement in any fiscal year for which no such supporting appropriation has been made. 10. Cooperative Purchase. The agencies identified in Exhibit A shall have the right to purchase from Provider at the same terms and pricing as the City of Fort Collins. Each agency is an independent entity, and the City of Fort Collins shall not have any responsibility or liability whatsoever for another agencies non-performance or actions. 11. Independent Provider. The Provider is independent contractor and not an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of the Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 12. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Provider. Accordingly, the Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 13. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the goods shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. DocuSign Envelope ID: 33E13349-B54F-48BA-9779-C7257E30B6B2 Official Purchasing Document Last updated 1/19//22 BID 9770 – Glass Beads for Acrylic Waterborne Traffic Paint Goods Agreement Page 3 of 8 14. Warranty. a. The Provider warrants that all goods delivered and work performed, hereunder shall be provided with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use. c. The Provider warrants all equipment, materials, labor, and other work provided under this Agreement, against defects and nonconformances in design, materials and workmanship/workwomanship in accordance with product specifications and/or the original manufacturer’s warranty from date of delivery upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be repaired or replaced by the Provider in a manner and at a time acceptable to City. 15. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 16. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail themself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 17. Entire Agreement; Binding Effect; Order of Precedence; Authority to Execute. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties regarding this transaction. Covenants or representations not contained in this Agreement shall not be binding on the parties. In the event of a conflict between terms of the Agreement and any exhibit or attachment, the terms of the Agreement shall prevail. Each person executing this Agreement affirms that they have the necessary authority to sign on behalf of their respective party and to bind such party to the terms of this Agreement. 18. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution, and enforcement of this Agreement. The Parties further agree that Larimer County District Court is the proper venue for all disputes. If the City subsequently agrees in writing that the matter may be heard in federal court, venue will be in Denver District Court. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. DocuSign Envelope ID: 33E13349-B54F-48BA-9779-C7257E30B6B2 Official Purchasing Document Last updated 1/19//22 BID 9770 – Glass Beads for Acrylic Waterborne Traffic Paint Goods Agreement Page 4 of 8 19. Utilization by Other Agencies. The City of Fort Collins reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts to utilize the resulting award under all terms and conditions specified and upon agreement by all parties. Usage by any other entity shall not have a negative impact on the City of Fort Collins in the current term or in any future terms. Nothing herein shall be deemed to authorize or empower the Agency to act as an agent for the City of Fort Collins in connection with the exercise of any rights hereunder, and neither party shall have any right or authority to assume or create any obligation or responsibility on behalf of the other. The other Agency shall be solely responsible for any debts, liabilities, damages, claims or expenses incurred in connection with any agreement established between them and the Provider. The City’s concurrence hereunder is subject to the Provider’s commitment that this authorization shall not have a negative impact on the work to be completed for the City. 20. Prohibition Against Unlawful Discrimination. The City, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, affirmatively ensures that for all contracts entered into with the City, disadvantaged business enterprises are afforded a full and fair opportunity to bid on the contract and are not to be discriminated against on the grounds of race, color, or national origin in consideration for an award. The City strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The City requires its providers to comply with the City’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party providers and their subcontractors at every tier. 21. Governmental Immunity Act. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the notices, requirements, immunities, rights, benefits, protections, limitations of liability, and other provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq. and under any other applicable law. 22. Colorado Open Records Act. The City is subject to Sec. 24-72-201 et seq. of the Colorado Revised Statute (CORA). This Agreement is subject to public disclosure in whole pursuant to CORA. 23. Force Majeure. No Party hereto shall be considered in default in the performance of an obligation hereunder to the extent that performance of such obligation is delayed, hindered, DocuSign Envelope ID: 33E13349-B54F-48BA-9779-C7257E30B6B2 Official Purchasing Document Last updated 1/19//22 BID 9770 – Glass Beads for Acrylic Waterborne Traffic Paint Goods Agreement Page 5 of 8 or prevented by force majeure. Force majeure shall be any cause beyond the control of the defaulting Party which could not reasonably have been foreseen and guarded against. Force majeure includes, but is not limited to, acts of God, fires, riots, pandemics, incendiarism, interference by civil or military authorities, compliance with regulations or orders of military authorities, and acts of war (declared or undeclared), provided such cause could not have been reasonably foreseen and guarded against by the defaulting Party. Force majeure shall not include increases in labor, commodity, utility, material, supply, fuel, or energy costs, or compliance with regulations or orders of civil authorities. To the extent that the performance is actually prevented, the Provider must provide written notice to the City of such condition within ten (10) days from the onset of such condition. [Signature Page Follows] DocuSign Envelope ID: 33E13349-B54F-48BA-9779-C7257E30B6B2 Official Purchasing Document Last updated 1/19//22 BID 9770 – Glass Beads for Acrylic Waterborne Traffic Paint Goods Agreement Page 6 of 8 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director Date: ATTEST: APPROVED AS TO FORM: SWARCO REFLEX, LLC By: Printed: Title: Date: DocuSign Envelope ID: 33E13349-B54F-48BA-9779-C7257E30B6B2 5/3/2023 Jon Sproul GM Assistant City Attorney 5/10/2023 City Clerk Official Purchasing Document Last updated 1/19//22 BID 9770 – Glass Beads for Acrylic Waterborne Traffic Paint Goods Agreement Page 7 of 8 EXHIBIT A SCOPE DocuSign Envelope ID: 33E13349-B54F-48BA-9779-C7257E30B6B2 Official Purchasing Document Last updated 1/19//22 BID 9770 – Glass Beads for Acrylic Waterborne Traffic Paint Goods Agreement Page 8 of 8 EXHIBIT B COMPENSATION DocuSign Envelope ID: 33E13349-B54F-48BA-9779-C7257E30B6B2