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HomeMy WebLinkAbout26 - Purchase and Exchange Agreements - University of Montana Montana Climate Office - Hydrometerological Station EquipmentAgreement for Purchase of Hydrometerological Station Equipment – Sourdough Watershed FY2027 Page 1 of 7 PURCHASE AGREEMENT THIS AGREEMENT is made and entered into this 28 day of July, 2026 (“Effective Date”), by and between the CITY OF BOZEMAN, MONTANA, a self-governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as “City,” and, University of Montana Montana Climate Office, 32 Campus Drive, Missoula, MT, 59812, hereinafter referred to as “Seller.” The City and Seller may be referred to individually as “Party” and collectively as “Parties.” 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 Hydrometerological Station Equipment, Pricing, and Warranty List “Property”, attached hereto as Exhibit A 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. 2. Specifications: The Seller agrees that all material and workmanship in and upon this Property complies with Exhibit A as accepted by the City. Unless otherwise agreed to by the City, the items listed in Exhibit A, govern in the event of inconsistencies. 3. Price: The City agrees to pay $23,608.00 as the purchase price. All prices include Docusign Envelope ID: D41DBA1A-342C-83BE-8302-DE619123E02B Agreement for Purchase of Hydrometerological Station Equipment – Sourdough Watershed FY2027 Page 2 of 7 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. Acquisition and Payment: Time is of the essence in the performance of this Purchase Agreement. If performance of services required under this Purchase Agreement cannot be made Seller shall promptly notify the City of the earliest possible date for performance. Notwithstanding such notice, if Seller for any reason fails to 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 non-conforming Property shall not constitute a waiver of any claim, right or remedy the City has under this Purchase Agreement or applicable law. The City, in partnership with Montana State University, is responsible for pick-up and transport of all equipment. Upon pick-up 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 acquisition 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. 5. Nondiscrimination and Equal Pay: The Seller agrees that all hiring by Seller of persons performing this Agreement shall be on the basis of merit and qualifications. The Seller will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. The Seller will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. The Seller shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. Seller represents it is, and for the term of this Agreement will be, in compliance with the requirements of the Equal Pay Act of 1963 and Section 39-3-104, Montana Code Annotated Docusign Envelope ID: D41DBA1A-342C-83BE-8302-DE619123E02B Agreement for Purchase of Hydrometerological Station Equipment – Sourdough Watershed FY2027 Page 3 of 7 (MCA) (the Montana Equal Pay Act). Seller must report to the City any violations of the Montana Equal Pay Act that Seller has been found guilty of within 60 days of such finding for violations occurring during the term of this Agreement. Seller shall require these nondiscrimination terms of its subcontractors providing products under this Agreement. 6. Default/Termination/Remedies: In the event of Seller’s breach of this Purchase Agreement, including if Seller fails to provide 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. 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 provided 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 of 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 RETAIN ALL WARRANTIES, EXPRESS AND IMPLIED OF THE MANUFACUTRERS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO ALL COMPONENT PARTS, IN ACCORDANCE WITH WARRANTY SPECIFICS LISTED IN EXHIBIT A. SELLER MUST ACTIVELY WORK WITH CITY TO UTILIZE WARRANTIES AND RESOLVE ALL WARRNTY CLAIMS AS NEEDED AFTER CITY HAS PURCHASED AND RETAINED PROPERTY FROM SELLER IF WARRANTY ISSUES ARISE. IN ADDITION, THE SELLER AGREES THE PROPERTY IS Docusign Envelope ID: D41DBA1A-342C-83BE-8302-DE619123E02B Agreement for Purchase of Hydrometerological Station Equipment – Sourdough Watershed FY2027 Page 4 of 7 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 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. IN THE EVENT THAT THE SELLER MUST OBTAIN THE CONSENT OF THE MANUFACTURER OR TAKE OTHER ACTION BEFORE ASSIGNING ALL WARRANTIES TO THE CITY, SELLER SHALL DO SO PRIOR TO THE CITY POSSESSING THE PROPERTY. IN THE EVENT SELLER IS ABLE TO DO SO, THE SELLER MUST PROVIDE THE CITY WITH REASONABLE ASSISTANCE IN TRANSFERRING SUCH WARRANTY RIGHTS. 9. Insurance/Indemnification: The Seller is self insured as an agency of the State of Montana. The Property shall be covered under this insurance for a minimum of the purchase price against all damages until the City is in possession 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. Docusign Envelope ID: D41DBA1A-342C-83BE-8302-DE619123E02B Agreement for Purchase of Hydrometerological Station Equipment – Sourdough Watershed FY2027 Page 5 of 7 13. Laws and Regulations: Seller shall comply fully with all applicable state and federal laws, regulations, and municipal ordinances including, but not limited to, all workers’ compensation laws, all environmental laws including, but not limited to, the generation and disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all non- discrimination, affirmative action, and utilization of minority and small business statutes and regulations. 14. Modification and Assignability: This Agreement may not be enlarged, modified or altered except by written agreement signed by both parties hereto. The Contractor may not subcontract or assign Contractor’s rights, including the right to compensation or duties arising hereunder, without the prior written consent of the City. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. 15. Non-Waiver: A waiver by either party of 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. 16. Attorney’s Fees and Costs: In the event it becomes necessary for either Party 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 including the City Attorney’s Office staff. 17. 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. Docusign Envelope ID: D41DBA1A-342C-83BE-8302-DE619123E02B Agreement for Purchase of Hydrometerological Station Equipment – Sourdough Watershed FY2027 Page 6 of 7 b. If the Parties are unable to resolve the dispute within thirty (30) days from the 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. 18. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 19. Consent to Electronic Signatures: The Parties have consented to execute this Agreement electronically in conformance with the Montana Uniform Electronic Transactions Act, Title 30, Chapter 18, Part 1, MCA. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** Docusign Envelope ID: D41DBA1A-342C-83BE-8302-DE619123E02B Agreement for Purchase of Hydrometerological Station Equipment – Sourdough Watershed FY2027 Page 7 of 7 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 BOZEMAN UNIVERSITY OF MONTANA By___________________________ By____________________________ Chuck Winn, City Manager Print Name: ___________________ Print Title: ____________________ APPROVED AS TO FORM: By________________________________ Greg Sullivan, City Attorney Docusign Envelope ID: D41DBA1A-342C-83BE-8302-DE619123E02B Procurement Director Bob Hlynosky Kevin Hyde PhD, Montana Mesonet Development Manager | kevin.hyde@umontana.edu | (406) 546-2109 Exhibit A: Hydrometerological Station Equipment, Pricing, and Warranty List Montana Climate Office To: Jessica Ahlstrom – City of Bozeman Copy: Eric Sproles, MSU Annie McVay, MCO From: Re: Kevin Hyde Transfer of Equipment to City of Bozeman for installation by MSU – Costs and Warranty Information Equipment Inventory and Cost Summary: PRODUCT WARRANTY INFORMATION Ott Hydromet Pluvio2 https://www.kippzonen.com/service/warranty?utm_source=kipp_website&utm_medium=footer&utm_campaign =bottom_nav&utm_term=language&utm_content=english Standard Warranty All OTT HydroMet and Kipp & Zonen equipment is protected by a limited factory warranty. For most products, the warranty term is two years from shipment, unless specified otherwise. The warranty covers material and workmanship defects (excluding consumables such as batteries and lamps). Depending on the timing and mode of failure, we will issue a credit/refund, send a replacement unit, or repair the failed unit. Docusign Envelope ID: D41DBA1A-342C-83BE-8302-DE619123E02B Bozeman-MSU Equipment Transfer 260717 Kevin Hyde PhD, Montana Mesonet Development Manager | kevin.hyde@umontana.edu | (406) 546-2109 NovaLynx https://novalynx.com/terms-ordering-information-and-warranty/ Warranty: NovaLynx Corporation warrants that its products are free from defects in material and workmanship under normal use and service for a period of one year from the date of shipment from factory. NovaLynx’s obligations under this warranty are limited to, at NovaLynx’s option: (i) replacing; or (ii) repairing; any products determined to be defective. In no case shall NovaLynx’s liability exceed product’s original purchase price. This warranty does not apply to any equipment that has been repaired or altered, except by NovaLynx, or which has been subjected to misuse, negligence, or accident. It is expressly agreed that this warranty will be in lieu of all warranties of fitness and in lieu of the warranty of merchantability. Acclima https://acclima.com/terms/?srsltid=AfmBOor70A4H5BXmfNALAl7PZ218e8LwewsJHGu1vs8AN7gvZKcFRFuX Acclima TDR-310N soil moisture sensors come with a 2-year manufacturer's warranty covering defects in materials and workmanship. Vaisala https://docs.vaisala.com/r/M210912EN-J/en-US/GUID-8F8C9ECE-FFD9-4F6F-9F11-D94CF9122735 Vaisala provides a 24-month (2-year) standard warranty for the HMP155, which guarantees the probe to be free from defects in materials and workmanship under normal use. [1, 2] Envirocam https://www.envirocams.com/contact-tech-support/ EnviroCams provides a standard 3-year manufacturer's warranty on their IP security cameras and NVRs (including the hard drives inside). Most other system components and accessories are covered by a 1-year warranty. Free lifetime technical support is included for the life of the product. RM Young https://www.youngusa.com/service-support/warranty/ All products manufactured by R.M. YOUNG COMPANY are warranted to be free from defects in material and workmanship for a period of one (1) year from date of shipment from our factory. To be considered for warranty coverage an item must be evaluated either at our factory or by an authorized distributor. Docusign Envelope ID: D41DBA1A-342C-83BE-8302-DE619123E02B Bozeman-MSU Equipment Transfer 260717 Kevin Hyde PhD, Montana Mesonet Development Manager | kevin.hyde@umontana.edu | (406) 546-2109 Campbell Scientific https://help.campbellsci.com/CR6/Content/shared/Maintain/Support/Warranty- 2020.htm?TocPath=Resources%7C_____1 The data logger is warranted by Campbell Scientific to be free from defects in materials and workmanship under normal use and service, from the date of shipment, for: Standard: Three years against defects in materials and workmanship. MaxBotix https://maxbotix.com/pages/terms- conditions?srsltid=AfmBOooqbLC595M1RRM6Z2KTs9eiqJijAsAZtgBCq8RztMV5NLaB89Ue Warranty Claims. Any claim for defect or breach of warranty shall be made, and Seller shall be notified and given an opportunity to inspect, within thirty (30) days after products reach their destination, or discovery of such defect or variance, whichever occurs later, but no claim for defect may be made after one (1) year from the delivery date. SunWize https://www.sunwize.com/terms-conditions-7-23-14/ LIMITED WARRANTY. Seller will warranty all products in accordance with the warranty terms stated by the manufacturer in the owner’s manual or warranty documents accompanying the product. Power Ready Systems are covered by Seller’s 1-Year Limited Power Ready System Warranty, a pro forma of which Seller provides to Buyer of Power Ready Systems, and Buyer acknowledge receipt. The warranty will cover only the product and not any installation services provided by the customer or damage caused by the customer. Docusign Envelope ID: D41DBA1A-342C-83BE-8302-DE619123E02B