HomeMy WebLinkAbout26 - Payment Agreements - Western Systems - Purchase of Advanced Safety Data EquipmentAgreement for Purchase of Advanced Safety Data Equipment
Page 1 of 7
PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into this 28th day of April, 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, Western Systems, 1122 Industry Street, Bldg. B Everett, WA. 98203,
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, Advanced Safety Data Equipment and described in SS4A Comprehensive
Demonstration Quotation dated 02/16/26, 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 with the Seller’s response
to the same.
Docusign Envelope ID: 4EEFA6E2-DA71-8724-80CF-192F59F4B764
Agreement for Purchase of Advanced Safety Data Equipment
Page 2 of 7
3. Price: The City agrees to pay $ 195,447.56 as the purchase price, as detailed in
Exhibit A. All prices include shipping and 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 operational status and all accessories
properly installed no later than June 15, 2026. Delivery will occur at 814 N Bozeman Avenue,
Bozeman, MT 59715, Attn: Matt Workman, Bozeman, MT 59715, or at a place otherwise
designated in writing by the 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.
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
Docusign Envelope ID: 4EEFA6E2-DA71-8724-80CF-192F59F4B764
Agreement for Purchase of Advanced Safety Data Equipment
Page 3 of 7
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
(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 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)
Docusign Envelope ID: 4EEFA6E2-DA71-8724-80CF-192F59F4B764
Agreement for Purchase of Advanced Safety Data Equipment
Page 4 of 7
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 SPECIFICS LISTED IN EXHIBIT A 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,
Docusign Envelope ID: 4EEFA6E2-DA71-8724-80CF-192F59F4B764
Agreement for Purchase of Advanced Safety Data Equipment
Page 5 of 7
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.
13 Permits: Seller shall provide all notices, comply with all applicable laws,
ordinances, rules, and regulations, obtain all necessary permits, licenses, including a City of
Bozeman business license, and inspections from applicable governmental authorities, and pay all
fees and charges in connection therewith.
14. 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. See Exhibit B for the Seller’s certification that the equipment complies with
applicable federal requirements.
15. 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.
16. 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.
Docusign Envelope ID: 4EEFA6E2-DA71-8724-80CF-192F59F4B764
Agreement for Purchase of Advanced Safety Data Equipment
Page 6 of 7
17. 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.
18. 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 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.
19. Counterparts: This Agreement may be executed in counterparts, which together
constitute one instrument.
20. 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: 4EEFA6E2-DA71-8724-80CF-192F59F4B764
Agreement for Purchase of Advanced Safety Data Equipment
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 SELLER
By___________________________ By____________________________
Chuck Winn, City Manager Print Name: Zach Hoiting
Print Title: Senior VP
APPROVED AS TO FORM:
By________________________________
Greg Sullivan, City Attorney
Docusign Envelope ID: 4EEFA6E2-DA71-8724-80CF-192F59F4B764
Rev #
2
Taylor Lonsdale Phone: 406-582-2286 Contact:
Phone:
Fax:
Email:
Qty
8
8
8
8
8
8
8
8
4
100
0
0
0
0
0
$1,710.94
$1,727.89
$2,819.18
$4,558.05
$13,698.63
Optional:
$0.00
SDLC MODULE (SERIAL VEH/PED/BIKE DETECTION)
CURRUX VISION
NTCIP MODULE
REAL TIME NOTIFICATIONS (EVENTS OF INTEREST
REPORTS) CURRUX VISION
SAFETY ANALYTICS / NEAR MISS (REPORTS) CURRUX
VISION
SDLC CABLE (TS2) CONNECTORS & SPRING CLIPS BOTH
ENDS 5FT
CURRUX DOME CAMERA SINGLE BUNDLE (1 CAMERA)
PATCH CORD CAT6, EXTREME CAT 6 SLIMLINE BOOT, 5FT
BLUE
CABLE CAT5E OUTDOOR RATED 1000FT ROLL
CONNECTOR CAT5E RJ45
CURRUX BULLET CAMERA SINGLE BUNDLE (1 CAMERA)
CURRUX DOME CAMERA SINGLE BUNDLE (1 CAMERA)
ADAPTIVE PED MODULE (CURREX VISION) APM
SIGNAL TIMING OPTIMIZATION SERVICE, FREE/NON-
COORDINATED INTERSECTION (CURREX VISION) STOF
SIGNAL TIMING OPTIMIZATION SERVICE, CORRIDOR
OPTIMIZATION (CURRUX VISION) STOC
$888.04
$888.04
$3,550.99
$3,550.99
$97.16
$1,727.89
$15.07
$243.12
$1.05
Date
02/16/26
1122 Industry Street, Bldg. B, Everett, WA 98203
Phone: (425) 438-1133 | Fax: (425) 438-1585 Quote #
Q-21582
Address:
City/State:
$13,578.08
121 N Rouse Ave
Bozeman, Montana 59715
Description
8820080023
8820080025
8820080021
8820080022
0630041020
5900001020
6660010485
0630010020
0520090000
5900001002
5900001020
8820080019
Prepared For:To place an order:
*This order is subject to the terms & conditions
8820080030
8820080031
$7,104.32
$7,104.32
$28,407.92
$28,407.92
$777.28
$13,823.12
$120.56
$972.48
$105.00
$0.00
$0.00
$0.00
$0.00
Quotation
Contact:
Company:
Email:
Project Agency:
City of Bozeman, MTSS4A COMPREHENSIVE DEMONSTRATION
+1 2084122436
(425) 438-1585
City of Bozeman, MT
tlonsdale@bozeman.net
Part #
8820080004
Unit Price
Jesse Lassandro
jlassandro@westernsystems-inc.com
Ext. Price
$108,624.64SMARTCITY ITS STANDARD, GEN 3, (CURREX VISION)
CVAIS G3, 4 PORT, GPU SERVER & SOFTWARE
1 of 3
Docusign Envelope ID: 4EEFA6E2-DA71-8724-80CF-192F59F4B764
Subtotal
Shipping
Tax 0.00%
Grand TotalSee General Conditions below for exceptions and
changes to freight and lead time policies
Net 30
$195,447.56
Freight Terms:FOB DstFrt PP&ADD
Material Lead Time:
$195,447.56Terms:
$0.00
2 of 3
Docusign Envelope ID: 4EEFA6E2-DA71-8724-80CF-192F59F4B764
TERMS AND CONDITIONS
Delivery: Material lead time date is based after the release of the order.
Non-Payment Fees: If payment has not been received when due, the purchaser will be considered in default. Western Systems will be entitled, without prejudice to our other rights,
without serving notice of default, to charge the purchaser for all costs incurred such as administration, storage, legal fees, etc. The unpaid portion of any amount due to Western
Systems will bear interest at the rate of 1.5% per month simple interest. Western Systems reserves the right to hold goods until purchaser balances their account.
Purchase Order: All purchases require a written purchase order. Email or verbal communication does not constitute an acceptable purchase order.
FOB Destination and FOB Destination, Prepay & Add terms as quoted imply that the customer will be available to receive material deliveries. Any repeated delivery attempts, trucking
reroutes, enroute cancellations or product factory returns which incur additional shipping costs shall be billed to the purchaser.
This quote is based on the current prices being paid by Western Systems for parts and components. It assumes delivery within a normal time frame after acceptance (in any case
within 90 days). If delivery is delayed or postponed beyond normal delivery time frames at no fault of Western Systems, it reserves the right to adjust the pricing based on its estimate
of increased costs and expenses resulting from the delay, unless contractually obligated otherwise or contrary to applicable law,
Taxes/Fees: Unless current resale certificate is on file with Western Systems, purchaser shall be responsible for all tariffs, duties, sales or use taxes in addition to the quoted prices
herein. Any taxes listed are estimated totals and should be verified against local requirements.
Payment Terms: Payment terms are based on approval of credit. If credit is approved, terms are Net 30 days. Western Systems imposes a surcharge of 3% on the transaction
amounts when paying with a Visa or MasterCard. We are unable to accept other credit cards for payment options. All prices are quotes in USD funds.
All information contained within this quote is valid for 30 days from the date of the quotation. Thereafter, all prices and applicable charges are subject to change; if the purchaser
accepts this quote after 30 days, Western Systems may issue a revised quote with the 30 days following receipt of the acceptance. The acceptance of this quotation constitutes the
acceptance of the following terms and conditions which cannot be varied or waived except by express written authorization by a Western Systems representative. These terms govern
the sale of goods and services supplied by Western Systems. Differing terms from Buyer in any purchase order or written communication shall not be binding on Western Systems
absent its written agreement to any such terms. Purchaser’s acceptance of the goods and/or services referenced in this quote also constitute acceptance of all terms and conditions
herein, regardless of any contrary or additional terms submitted in purchaser’s purchase order or acceptance.
GENERAL CONDITIONS OF SALE
Warranty: Products are sold subject to manufacturer’s warranty. Products manufactured by Western Systems carry a one-year warranty. For additional information on Western
Systems warranty, please send an email to info@westernsystems-inc.com.
Return and Restocking Policy: Western Systems will be the sole source in determining whether any item is eligible for return. To be eligible the item(s) must be standard product
models, new and unused, in the original packaging, and invoiced within the last 90 days. Restocking fees are applied to all returns and can vary between 20-50% based on annual
sales activity. In no case will Western Systems be obligated to take returns for items that are obsolete, custom orders, or past the 90-day invoice period.
Delivery Inspection: All materials deliveries must be inspected upon receipt from freight carrier. Any freight damages must be reported to the carrier at the time of receipt of goods.
Any materials shortages or inaccuracies in shipment must be reported to Western Systems within ten days receipt of goods. Thereafter, any discrepancies will be considered
incidental and the responsibility of the receiver.
Force Majeure: Western Systems, Inc. shall in no event be responsible for delays in performance due to actions beyond its reasonable control including without limitation acts of
God, strikes, supply chain interruptions or delays, labor shortage or disturbance, fire, accident, war, civil disturbance, or carrier delays.
Western Systems will not be subject to any project retainage of any kind. Material purchases are due and payable upon receipt. Unpaid balances will be subject to Non-Payment
Fees.
Collections: Upon Buyer default of these terms, Western Systems may, in addition to any other rights or remedies at contract or law, declare the entire balance of purchaser’s
account immediately due and payable. If unpaid balance is referred for collections, Buyer agrees to pay Western Systems, to the extent permitted by law, reasonable attorney fees in
addition to all damages otherwise available, plus any court costs or expenses incurred by Western Systems, plus any finance charges accrued on any unpaid balance owed by
Purchaser.
Deferment or Cancellation Policy: Order deferment or cancellation once materials have been released will be subject to cancellation and/or restocking fees.
Documentation: Any operational documentation supplied as a part of this quotation remains the property of Western Systems and may not be copied, reproduced, transmitted, or
communicated to 3rd parties without the express written consent of Western Systems.
On-Site Services: On-site services such as signal or video system turn-on support shall be scheduled three weeks in advance. If services need to be cancelled or postponed, any
non-reimbursable travel expenses will be billed to purchaser. This quotation does not include nor imply any on-site support services unless expressly stated herein. If on-site support
services are required, and not included as part of this proposed scope of work, please contact Western Systems for a revised quotation.
Western Systems, Inc. accepts no liability for errors or omissions or the accuracy or the completeness of this quotation. It has been prepared to the best of our knowledge per plans,
specifications, documentation, and communications provided but we do not guarantee these to be accurate or of the latest revision. Determination of accuracy of this quotation and
final quantities are the sole responsibility of recipient. Western Systems, Inc. shall in no event be liable for any special, consequential, incidental, or liquidated damages (including
without limitation damages for loss of use of facilities or equipment, loss of revenue, loss of profits or loss of goodwill), regardless of whether it (a) has been informed of the possibility
of such damages or (b) is negligent.
3 of 3
Docusign Envelope ID: 4EEFA6E2-DA71-8724-80CF-192F59F4B764
Currux Vision LLC
520 Post Oak Blvd. Suite 260, Houston, TX 77027
Tel: +1-678-830-2170
Website: currux.vision
March, 2026
Subject: Statement of Compliance – Build America, Buy America Act (BABA), 2 CFR 200.216
Prohibition on Certain Telecommunications and Video Surveillance Equipment or Services, and 2
CFR 200.184 Buy America Preferences for Infrastructure Projects
To our valued customers and partners,
Currux Vision LLC is committed to advancing U.S. manufacturing and innovation in the intelligent
transportation sector. This statement confirms that Currux Vision products comply with the requirements
of the Build America, Buy America Act (BABA), 2 CFR 200.216 Prohibition on certain telecommunications
and video surveillance equipment or services, and 2 CFR 200.184 Buy America Preferences for
Infrastructure Projects. For these products, the cost of components that are manufactured or produced in
the United States exceeds 55% of the total cost of all components. Design, assembly, and testing are
performed at our facility in Houston, Texas to ensure compliance with federal procurement standards and
supporting American jobs and industry.
Currux Vision is proud to be an American-owned and operated company. Our mission is to deliver
connected vehicle, safety, and traffic management technologies that improve mobility and save lives -
while upholding the principles of American innovation and craftsmanship. We appreciate your partnership
and your continued support of American-made intelligent transportation solutions.
Sincerely,
Alex Colosivschi
CEO
Currux Vision
Docusign Envelope ID: 4EEFA6E2-DA71-8724-80CF-192F59F4B764