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HomeMy WebLinkAbout19- Purchase Agreement - C. Aycock - Police Canine and Training PURCHASE AGREEMENT THIS AGREEMENT is made this 16th day of January, 2019, 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 Chris Aycock, with a mailing address of 2312 Somerset Drive Jeffersonton VA 22724, hereinafter referred to as ("Seller"). In consideration of the mutual promises and agreements hereinafter contained,the parties agree as follows: I. PROPERTY & SERVICES PURCHASED: Seller agrees to sell and City agrees to purchase the property and services described below from the Seller. The property being purchased ("Property") consists of: One specified canine trained in the following areas of development: Dual Purpose/ Narcotics Detection, Patrol Officer Protection, Apprehension/Obedience/Agility/ Article recovery and shipped (following handler graduation), to Bozeman or closest accommodating airport. Full health guarantee on canine. Canine will be free of hip dysplasia and all parasites —internal and external. The overall health of dog will be satisfactory (to veterinarian exam), upon delivery. The services being purchased ("Services") consist of: A two-week handling school. The handling school will include: manuals,written materials. Canine delivery will occur upon completion of basic school. ASCT national certifications will be issued upon completion of basic school. Airfare and Accommodations provided to the school in Culpeper. VA. Full service life guarantee on training. Canine will perform to ASCT standards for service life of canine. See specific guarantee on reverse. Full lifetime maintenance contract. See specific guarantees stated in Section . 2 CITY RESPONSIBILITIES. City agrees to: a Provide Seller with complete name, address, and home phone numbers of all handlers attending the program. Canine Purchase Agreement Page 1 of 6 b. Immediately advise Seller of any changes regarding handler status and/or canine status (handler or canine injuries, handler changes, suspensions, etc.) e Assure that handler will be allowed sufficient training time (on street) and opportunity to attend advanced K9 training programs to assure K9 team performance. d Allow Seller to dismiss handler from handling school with a failed status for the following reasons:failure to meet certification standards,instructor's refusal to sign off handler for street performance, insubordination,negligence or endangerment of canine, incompatibility with canine. In the event of such dismissal, the buyer agrees to replace handler, as soon as suitable replacement is selected and pay additional costs and expenses that occur(if any). e Assure that policy/procedure of agency will include K9 policy that will reflect a positive program with safety and care for the general public. Furthermore, that it encompasses handling techniques and safety measures set forth in handling school. 36 PAYMENT: The City agrees to pay $13,900.00 (Thirteen thousand and nine hundred dollars)upon execution of this agreement and within 30 days of receiving invoice. Invoice will be sent immediately following receipt of purchase agreement. Price includes 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 unless agreed to in writing by the City. 4. DELIVERY: 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 fully functional status no later than June 1, 2019. Delivery will occur at the Bozeman International Airport(BZN)or closest accommodating airport. 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 goods 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, Canine Purchase Agreement Page 2 of 6 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: Captain Dana McNeil, 615 S. 1611'Avenue, Bozeman, MT 59715. 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 the Property at Seller's expense; (iii) reject the Property 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 inequity. In the event of the City's breach hereunder, Seller's exclusive remedy shall be Seller's recovery of the Property or of the Purchase Price. 7. WARRANTIES: Canine is stated to be completely trained in all areas indicated on front of agreement. If said canine fails to meet ASCT requirements, the Seller will resolve the difficulty in the following order: canine and handler will be evaluated by Seller. If handler error is noted, agency will be notified. Handler may be instructed, at Seller's discretion, for a period of time, in efforts of eliminating problem. If problem continues, Seller will recommend handler change or have the handler repeat the basic school. Expense will occur for all evaluations and for repeat training, in the event of handler error. If canine error is found, handler and canine will be assisted for a period of time at Seller's discretion to alleviate problem. If problem continues, canine may be retrained, replaced or both, at Seller's discretion. This guarantee is in effect for the service life of the canine. National service life time averages are five years from canine delivery date. Guarantee is not to exceed five Canine Purchase Agreement Page 3 of 6 years active service life. It does not withstand any injuries to dog nor will it be effective in the event of handler negligence, mistreatment, or handler's failure to follow precise ASCT maintenance instructions, that are set forth in handling school or otherwise. Handler must remain ASCT certified for contract to remain valid. Training guarantee and contract is valid only as long as proper maintenance is distributed, according to ASCT manual standards, Seller instructions, and verbal guidelines issued during handling class and afterwards. Training guarantee becomes void is handler fails to contact instructor to report in, during street service, at the times designated during handling school. Any failure to certify, re-certify, or fail to follow ASCT certification protocol,will result in contract becoming void and/or handler losing certification. HEALTH GUARANTEE Canine is said to be in good health at time of delivery. Buyer will have seven (7) days, from date of delivery, to have canine examined by veterinarian of choice, during which any major health related expenses (not including exam, tests, and preventative care) will be the responsibility of the Seller. The canine will be free from hip dysplasia and other genetic bone disorders, at time of delivery (this does not apply to the risks of dysplastic hips but to the actual effect on the animals' abilities to perform). Injuries, teeth or mouth related problems would not be warranted. In the event of a health discrepancy, the Seller will attempt the following: buyers' veterinarian will evaluate canine. A veterinarian of Seller's choice will then evaluate canine. In case of conflicting opinions, a third veterinarian of mutual agreement will evaluate said canine. Upon determining that the coverage falls within the realm of this contract, the canine will be treated, replaced or both, at the discretion of the Seller and within the Seller's time establishment. It will be the Seller's sole discretion to allow the canine to remain on duty, if such conditions apply, until such time as Seller determines the canine unfit for duty. MAINTENANCE GUARANTEE The handler will be guaranteed continued opportunity for training for service life of canine. This service will be offered through phone,video, written information, schools and seminars. The Seller will offer one full day of training to the buyer without charge, each year (expenses not included). Handler will be offered several schools of attendance and may offer to host a school to offset cost. However, handler must make attempts to attend at least one advanced school per year in order for contract to remain valid. Agency will incur cost of school tuition, based upon length of school. INSURANCE/INDEMNIFICATION: The Seller shall insure the Property for a Canine Purchase Agreement Page 4 of 6 minimum of the purchase price against all damages during the delivery period. 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. 9 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. 1Q ENTIRE AGREEMENT: This Agreement 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 must be in writing and signed by an authorized representative of each of the parties hereto. n SEVERABILITY: If any portion of this Agreement is held to be void or unenforceable, the balance thereof shall continue in effect. 12 APPLICABLE LAW: 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. U NO THIRD-PARTY BENEFICIARY: This Agreement is for the exclusive benefit of the parties,does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 14, DISPUTE RESOLUTION: a Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual agreement of the parties, the parties may invite an independent, disinterested mediator to assist in the negotiated settlement discussions. b. If the parties are unable to resolve the dispute within thirty (30) days from the Canine Purchase Agreement Page 5 of 6 date the dispute was first raised, then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. IS. SURVIVAL. Seller's indemnification shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 16► NON-WAIVER. A waiver by either party any default or breach by the other party of any terms or conditions of this Agreement does not limit the other party's right to enforce such term or conditions or to pursue any available legal or equitable rights in the event of any subsequent default or breach. 17. ATTORNEY FEES AND COSTS.That in the event it becomes necessary for either Party of this Agreement to retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable attorney's fees and costs,including fees, salary, and costs of in-house counsel to include City Attorney. 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 OZEM SELLER B B Y Y Andrea Surratt,Ci an er Print Name: Chris R.Aycock PhD Print Title: ASCT President APPROVED AS TO FORM: By Greg 1 ' an, City Attorney Canine Purchase Agreement Page 6 of 6