HomeMy WebLinkAbout17- Purchase Agreement - Neo Solutions, Inc. - Water Reclamation Facility Polymer BID PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT is made this 23 day of October 201LI (the
"Effective Date"),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 Neo Solutions, Inc. , with a mailing address
of PO BOX 26 Beaver, PA 15009 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 City's bid Specifications, 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:
TOTAL PRICE (including shipping): $0.989/#for NS 4413
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 zero point nine eight nine dollars per pound
( $0.989/# )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 during the Term unless agreed to in writing by the City.
4. TERM; EXTENSIONS: This Purchase Agreement is effective on the date first
written above and will terminate one year after the Effective Date (the "Term"). The Parties may
extend the Term for up to two (2) additional one-year terms by executing a written amendment to
this Purchase Agreement setting forth the purchase price during any extension term, which will
not be subject to escalation during the extension term unless agreed to in writing by the City.
3XXXX Purchase Agreement
Page 1 of 4
5. 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 within Thirty(30)days of City's order. Delivery will
occur at the City, of Bozeman's Water Reclamation Facility, Bozeman, MT 59718, 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 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: Tom Radcliffe,
Superintendent of Bozeman's WU, 2245 Springhill Rd, Bozeman, MT 59718.
6. 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.
7. 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.
XM��Purchase Agreement
Page 2 of 4
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.
S. 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.
9. 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.
10. 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.
11. 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.
X)OCCCO&f Purchase Agreement
Page 3 of 4
12. 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.
13. 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.
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 O BOZE SELLER
By Date: 1 —�. By `J ��� Date: 10/23/2017
4nterim City Manager Print Name: Todd Groff
1�/Yjl{rleeL S(,t -VCL -) Print Title: Vice-President
APPROVED AS TO FORM:
By
Greg 'van,City Attorney
ptwPAM
'X10ffX3EfX Purchase Agreement
Page 4 of 4