HomeMy WebLinkAbout17- Purchase Agreement - Jack's Truck and Equipment - (2) Side Load Trucks and Packers BID PURCHASE AGREEMENT
THIS AGREEMENT is made this 6th day of November, 2017,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 Jack's
Truck & Equipment, with a mailing address of 6100 South Douglas Highway, Gillette,
Wyoming 82718, hereinafter referred to as ("Seller"),
hi 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 the City's Bid Specifications, from the Seller all. of
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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 I
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 j
defend such claims, suits, or actions. i
The property being purchased ("Property") consists of:
Two (2)New Sideload Trucks and Packers
TOTAL PRICE (including shipping): $576,150.42
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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 I of this agreement, govern in the
event of inconsistencies with the Seller's response to the same.
3. PRICE: The City agrees to pay Five Hundred Seventy Six Thousand, One
Hundred Fifty dollars and Forty Two Cents ($576,150.42) as the purchase price. All prices
include any applicable local, state or federal taxes that may be applied to the Property to be 9
purchased. This price is firm and not subject to escalation under agreed to in writing by the City.
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4. DELIVERY AND PAYMENT: Time is of the essence in the performance of
this Purchase Agreement. Seller assumes full responsibility for all transportation, transportation I
scheduling, packing, handling, .insurance, and other served associated with delivery of the
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Property.
Seller agrees to delivery to the City in a fally operational status and all accessories
properly installed no later than June 30, 2016. Delivery will occur at the Vehicle Maintenance
Shop, 1812 N. Rouse Avenue, Bozeman Montana. 59715, or at a place 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 pant
of a non-conforming delivery or service shall not constitute a waiver of any claim, might or
remedy the City has under this Purchase Agreement or applicable law. Upon delivery and for a E
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: Kevin Handelin, Solid Waste Superintendent, P.O. Box 1230, Bozeman, MT
59771-1230.
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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
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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.
8. WARRANTY: THE SELLER SHALL WARRANTY THE PROPERTY
INCLUDING ALL COMPONENT PARTS IN ACCORDANCE WITH WARRANTY j
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 j
WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS AND j
REGULATIONS AND FREE FROM ANY LIENS AND ENCUMBRANCES. THESE t
WARRANTIES SHALL NOT BE DEEMED TO EXCLUDE SELLER'S STANDARD
WARRANTIES OR OTHER RIGHTS OR WARRANTIES WHICH THE CITY MAY j
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.
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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. i
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.
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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 BOZEM N SELLER
By Date: - By � Date:
C ty Manager Print Name:
1}nctwe,A suvv-att Print Title:6,_'vtrrt( U�r
APPRO �D AS TO FORM. i
By
re lfivan,City Attorney
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