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Home My WebLink About17- Purchase Agreement - Kenneth J. VanDeWalle, Architect, AIA, Inc. - Bozeman Sports Park Entry PavilionBID PURCHASE AGREEMENT THIS AGREEMENT is made this t'day of /qMj� , 20174 by and between the CITY OF BOZEMAN, a municipal corporation organized and existing under the laws of the State of Montana, 121 North Rouse Ave., Montana 59715, hereinafter referred to as "City," and Kenneth J. VanDeWalle, Architect, AIA, Inc. with a mailing address of 408 North Plum Avenue, Bozeman, MT 59718, hereinafter referred to as ("Seller"). In consideration of the mutual promises and agreements hereinafter contained, the parties agree as follows: 1. PROPERTY PURCHASED: Seller agrees to sell and City agrees to purchase the property requested and described in Attachment A from the Seller all of which is incorporated into this Purchase Agreement by this reference. By accepting this Purchase Agreement, Seller hereby agrees that the sale, use, or incorporation into manufactured products of all machines, software, hardware, materials and other devices furnished under this Purchase Agreement which are not of the Seller's design, composition, or manufacture shall be free and clear of infringement of any valid patent, copyright, or trademark. Seller shall hold the City harmless from any and all costs and expenses, including attorney fees, liability, and loss of any kind growing out of claims, suits, or actions alleging such infringement, and Seller agrees to defend such claims, suits, or actions. The property being purchased ("Property") consists of: One metal shade structure for the Bozeman Sports Park entry pavilion as per Attachment A TOTAL PRICE (including shipping): $23,103.80 2. SPECIFICATIONS: The Seller agrees that all material and workmanship in and upon this Property complies with Addendum A as accepted by the City. Unless otherwise agreed to by the City, the items listed in Addendum A and Section 1 of this agreement, govern in the event of inconsistencies with the Seller's response to the same. 3. PRICE: The City agrees to pay twenty-three thousand one hundred -three dollars and 80 cents ($23,103.80) as the purchase price. All prices include any applicable local, state or federal taxes that may be applied to the Property to be purchased. This price is firm and not subject to escalation under agreed to in writing by the City. 4. DELIVERY AND PAYMENT: Time is of the essence in the performance of this Purchase Agreement.. Seller assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other served associated with delivery of the Property. Seller agrees to delivery to the City in a fully functional status and all accessories properly installed except footings as noted on Attachment A no later than September 1, 2017. Delivery will occur at the Bozeman Sports Park, 4600 Baxter Lane, Bozeman, MT 59718 or at a place Purchase Agreement for Sports Park Pavilion Shade Structure Page I of 4 otherwise selected by City. If delivery of the Property and/or performance of services required under this Purchase Agreement cannot be made Seller shall promptly notify the City of the earliest possible date for delivery or performance. Notwithstanding such notice, if Seller for any reason fails to deliver the Property or perform required services within the time specific or to the City's satisfaction the City may terminate this Purchase Agreement or any part therefore without liability except for good or services previously provided and accepted. The City's receipt or acceptance of any part of a non -conforming delivery or service shall not constitute a waiver of any claim, right or remedy the City has under this Purchase Agreement or applicable law. Upon delivery and for a reasonable period thereafter, City has the right to inspect the Property to ensure that it meets Specifications as modified by Seller's responses which have been accepted by City. If the Property meets the Specifications, City shall tender the purchase price stated above to Seller through the City's normal claim process. Unless otherwise agreed to in writing, payment terms shall be net thirty (30) days from the date of receipt of invoice or acceptance and delivery of goods and services by the City, whichever occurs last. Payment will be made to Seller at the address previously stated unless Seller provides a different address in writing. Invoices must be mailed to: Carolyn Poissant, Parks Dept. TOP Manager, P.O. Box 1230 Bozeman, MT 59771-1230. 5. NONDISCRIMINATION: Seller will not discriminate in the performance of this Agreement on the basis of race, color, religion, creed, sex, age, marital status, national origin, or because of actual or perceived sexual orientation, gender identity or disability and shall ensure this provision applies to all subcontracts let by the Seller in fulfillment of this Purchase Agreement. 6. DEFAULT/ TERMINATION/ REMEDIES: In the event of Seller's breach of this Purchase Agreement, including if Seller fails to deliver the Property as set forth herein or fails to meet City's Specifications, City may, at its option, take any or all of the following actions without prejudice to any other rights or remedies available to the City by law: (i) declare the Seller in default and immediately cancel and rescind this Purchase Agreement; (ii) require Seller to repair or replace any equipment or materials used in the Property, and upon Seller's failure or refusal to do so, repair or replace the same at Seller's expense; (iii) reject any material or equipment included in the Property containing defective or nonconforming equipment or material and return for credit or replacement at Seller's option; or (iv) cancel any outstanding deliveries and treat such breach by Seller as Seller's repudiation of this Purchase Agreement. Thereafter, City may procure substitute property to replace the Property described herein. In such event, Seller is liable to City for the difference between the price set forth herein and the price paid by City for the replacement property. Additionally, the City may pursue any other remedy it has at law or in equity. In the event of the City's breach hereunder, Seller's exclusive remedy shall be Seller's recovery of the material or equipment or of the Purchase Price or portion of the Purchase Price payable for equipment and material delivered to the City prior to such breach. 7. CHANGE ORDERS: The City shall have the right to revoke, amend, or modify this Purchase Agreement or the equipment or material included in the Quotation at any time. Seller's receipt of City's written change order without response received by the City within 10 (ten) business days or Seller's shipment or other performance reflecting the change, whichever occurs first, shall be Seller's acceptance of the change without any price or other adjustment. Purchase Agreement for Spoils Park Pavilion Shade Structure Page 2 of 4 8. WARRANTY: THE SELLER SHALL WARRANTY THE PROPERTY INCLUDING ALL COMPONENT PARTS IN ACCORDANCE WITH WARRANTY SPECIFICS LISTED IN ADDENDUM B AND SHALL ASSIGN TO THE CITY ALL WARRANTIES FOR ALL COMPONENT PARTS OF THE PROPERTY NOT WARRANTIED BY SELLER. IN ADDITION, THE SELLER AGREES THE PROPERTY IS COVERED BY IMPLIED WARRANTIES FOR MERCHANTABILITY AND FITNESS FOR THE PARTICULAR PURPOSE FOR WHICH IT HAS BEEN PURCHASED. IN ADDITION TO ANY OTHER EXPRESSED OR IMPLIED WARRANTIES AND UNLESS OTHERWISE AGREED IN WRITING, SELLER ALSO WARRANTS THAT ALL EQUIPMENT DELIVERED HEREUNDER WILL BE NEW, SUITABLE FOR USE AS DESCRIBED, OF THE GRADE AND QUALITY SPECIFIED, FREE FROM ALL DEFECTS IN DESIGN, MATERIAL AND WORKMANSHIP; IN CONFORMITY WITH ALL SPECIFICATIONS FURNISHED; IN COMPLIANCE WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS AND FREE FROM ANY LIENS AND ENCUMBRANCES. THESE WARRANTIES SHALL NOT BE DEEMED TO EXCLUDE SELLER'S STANDARD WARRANTIES OR OTHER RIGHTS OR WARRANTIES WHICH THE CITY MAY HAVE OR OBTAIN. 9. INSURANCE/INDEMNIFICATION: The Seller shall insure the Property for a minimum of the purchase price against all damages during the delivery period per the Specifications. In addition to and independent from the above, during the delivery period Seller shall defend, indemnify, and hold the City, its officers, employees, and agents harmless against claims, demands, suits, damages, losses, and expenses connected therewith that may be asserted or claimed against, recovered from or suffered by the City by reason of any injury or loss, including but not limited to, personal injury, including bodily injury or death, property damage, occasioned by, growing out of, or in any way arising or resulting from any intentional or negligent act on the part of Seller, it's agents or employees. This provision shall survive delivery and acceptance by the city of the Property. 10. ASSIGNMENT: Seller may not delegate, subcontract, or assign any duties and services or assign any rights or claims under this Purchase Agreement without the express written consent of City. 11. ENTIRE AGREEMENT: This Agreement, including its appendices, if any, embodies the entire understanding between the parties relating to the subject matter contained herein. No agent or representative of either party has authority to make any representations, statements, warranties or agreements not herein expressed and all modifications or amendments of this Agreement, including the appendices, must be in writing and signed by an authorized representative of each of the parties hereto. 12. APPLICABILITY: This Agreement and any extensions hereof shall be governed and construed in accordance with the laws of the State of Montana, venue shall be in the Eighteen Judicial District, Gallatin County Montana, and the same is binding upon the parties, their heirs, successors, and assigns. Purchase Agreement for Sports Park Pavilion Shade Structure Page 3 of 4 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives the day and year first above written. CITY OF BO,YZAAEMAN By N\t Date: ?seting City Manager lrtlevi rv1 APPROVED AS TO FORM: By Greg S llivan, City Attorney SELLER Byl/ G Date:1�,*,?•17 Print Name: Zee,, Print Title: Purchase Agreement for Sports Park Pavilion Shade Structure Page 4 of 4 ATTACHMENT A n Flaq :ole=_,tin:, forolcwI- 141$ wfal : b ackci 5 se bohcd 4" x 7" x .120 t�e steeljdlre L 2'-O" oc � 5 � CaMdS { rnql tarp shade material, See spec. sheet for fire ratmq, Romd stock wetrhinq far hmv truss. Gold rolled 1018W{ fu - 50 ksl N 5" 5olld plate bcw t v tube steel imv truss, -6 la blorizerod hracirq / cross 2 - fube stet! columns 5" x 5" x wall thickness E- bracmg tmz the 4 columns b 5 u tlu1 tpger with iirtcgrated 6 5' 2 - fube steel columns are welded to steel base plate. sioni panels I" x 12" x I'-5" haseplate with 4 - H' diameter ai,i . 17,111 and cp%H anchors 10" In`d concrete fnetir,, wall. Fmish slab elevation Z Refer to site plan _ _4 � � e - t t ti r,l[ Jlcaod Weld a 7'' x 2 4" alxie w/ a Infill piece � M the columns. Cover the tap and gram with a I" x 2I" x 2 Q j° anile w{ I'' x 2 i" moolni beth & washers. Q Need a tots! of 52 - 2 6 torque & qi Z � Mards, psingl0'-0" length boards I will need 4" x 2" x ,120 tube strd pudire C 2"-0" ec, II bonds, 5''O - 2" x 7" 020 wall thickness tube steel top & bottom clord, boards boar In a 2" x I" x )r° bar chanrel 4 5dld plate w{ spacers between tube ♦lest Iz wddedw the columns, sled bow tress top & bottom chords. NOTE: FOOTINGS BY t SITEWORK CONTRACTOR- 7' Rcund stack we661rq for sow truss n N.i.C. between solid platr webbmp. % Q 2 51 peLail Grosz 5ectimn of God truss A- `mak �,.I. A_! stile I• -p:�, � # y V fibc skeet rxlms k" K 2` a J 200 mall i4uch, 7iacedat 2'-0" o.c. Corrwakzr. �artsn .\Ictal {,f h"eaIt, Oyer. ro�f.:.cs arvas zr,.oe area, 29%sq. ('t. 2!� O U g n d a 77 77 i ---- - - 1/ 77 /% /;; All � N s Q a � A 71aaonal dimenswn s V_pLl"� sv # X17,-9.1 ; 18'-0"RIZ O z A•1 Z base (late l7eiad O Need tow 6 basa > - a; w` Y -22 a of plates, l z 1v �. j" flat plate steel. n 17,1114 - ja" diameter hdes In each plate , fora " author .cool corcrre Mt to AL.e w v O c Column 8 bow truss s act 11 C C 5) #4 bars - fop, hdtcm & two rows Prefa6r cated shelter cd.mn& cqually spaced In between baseplate Prefa6ncatad steltar column & baseplate C 10) #5 5timups - 5ae dwo, 5/ A-4 for dlmcri,i s (4) ' dlamcter A6fM PI554 6p,56 Rmbad Anchor bolts 10" into foobnq wdl. 5 ° reinforced wrcretc sncre lab w/ 4,000 pot cote, Finish slab elevation 4" Mmlmum cpavel base 1" radius top Pall & epoxy rebar pins mto fosN wall & mto 5" reinforced #4 e1't" Seta Plan Vatroe backfill - mmpacY,ed. on edeics of conoreta wall, Etch wrerctc slab w/ reber Q 18" 0 c. eAposcd concrete w/ murlahc and, #4 rebar L 18" ox. each way. Z'-0" overlap at splices, 2' -O" -M Minimum compacted structural 11 Malldaln Z" clear cwt distarwa from face of concrete is fill C5" minis road mini Fmi5li elevation clot, rebv, T-0'' 'ampact to 97% rcaxlmum cl itu,. Refer to Site Plan 4''011411 _. p Fwtlrq In all Z -6 '.l eccmcj p d, Nat]v6Gackf11 UndWkedO ncelord nativecTade compacted `8 Undlsturbed native suh,grade -compacted. PJternatc FooUna Wall $aeGmt DeGall- 5 Prl Faobmoi Wall 5ectlon t2a;zlv NOTE: FOOTINGS BY BTTEWORK A-5 ' b"'i-=' CONTRAr7OR - N.I.C. Alternate fcvF N de 111 15 only to be used IF wll condRuno require, IF 12 =. I' fk+o-ated r�..Wre � o. ep.}c ai or Dolt lora. � A� -t4 nzerCl bar I` a,,8i� 've�i�l =_kdn'cq /hoop s >I � ZJ � Nesd 10 ivops per fcoto'q wall Z 011 � \ Jutsiaa of rehzr a'imen cis Z'011 Z F ✓","lc dtih or fr e r.cr o"s t rd bdh era's, V f r v site p4mi to o ry dr i pafv h n rol oinv= C G airxdc�n Lo fwti'q mroefe o c. and sa'" side. ivete. crit t t twe found t i = are x U �o '.nGh kaon and cl.e ter of the wall : t o e ed oLk xi, i in ea h avectior o rsnep�',e hu uo;h,,, n a e of InAra=wts, -Archii'eri / 5trwtwc F�rlrlor must irspcLt, Yne rnncrete F.ri work and'feel n6rement voce to rwrfrw f""'be `Asir fma+da;or mall forma, ctrl, erpmed cmicre ev.�l 'i mdnatw aad Cornult a-diitec for':'irish tethire of w lll n N a i �1 re'abrza,ed tuc�u,e h � Frvfsxicatrd stnxture �- kc=,^plats3 er-Ala'W" GlxenPnt of #:� stlnvp / hwp vc3rdons 8 ^9 4wr raaa retia & cr,tic� fc sar. vni1, prefabncted sirdc#ure bsse plate locaf2ns P6nbi m ?r.-"•amn p,mei�i�iu ivete. crit t t twe found t i = are x U �o '.nGh kaon and cl.e ter of the wall : t o e ed oLk xi, i in ea h avectior o rsnep�',e hu uo;h,,, n a e of InAra=wts, -Archii'eri / 5trwtwc F�rlrlor must irspcLt, Yne rnncrete F.ri work and'feel n6rement voce to rwrfrw f""'be `Asir fma+da;or mall forma, ctrl, erpmed cmicre ev.�l 'i mdnatw aad Cornult a-diitec for':'irish tethire of w lll n N a i �1