HomeMy WebLinkAboutMini Excavator Purchase Agreement with RDO Equipment Company BID PURCHASE AGREEMENT
THIS AGREEMENT is made this 4"' day of March, 2013, by and between the CITY
OF BOZEMAN, a municipal corporation organized and existing under the Iaws of the State of
Montana, 121 North Rouse Ave., Montana 59715, hereinafter referred to as "City," and
Roo Go. , with a mailing address of 9,S-7 Lay1,a
hereinaft r referred to as ("Seller"). b9-719
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 the City's Bid Specifications, as modified by the parts of
Seller's response accepted by City, 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-
Mini Excavator as shown on the Bid Specifications.
TOTAL PRICE: [include price here]
2. SPECIFICATIONS: The Seller agrees that all material and workmanship in and
upon this Property complies with the City's Bid Specifications as shown on the Seller's Bid
Form and the Seller's response thereto as accepted by the City. Unless otherwise agreed to by
the City, the City's Bid Specifications as shown on the Seller's Bid Form govern in the event of
inconsistencies with the Seller's response to the same.
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3. PRICE: The City agrees to pay Sty&-Paw- +!g l%h hu► Jre -K�S'bollars
(S� as the purchase price. All prices are less 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 deliver the above-described Property to the City within one hundred
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twenty (120) days of the receipt of City's order. Delivery will occur at the City of Bozeman's
City Shop Complex (814 North Bozeman Ave., Bozeman, MT 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 or 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 Bid Specifications as modified by Seller's responses accepted by City.
If the Property meets the modified Bid Specifications, City shall tender the purchase price
stated above to Seller through the City's normal claim process. Unless otherwise agreed in
writing, payment terms shall be net thirty (30) days from the date of receipt of invoice or
acceptance 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: John Alston, Superintendent of Sewer and Water, PO Box 1230,
Bozeman, MT 59771-1230.
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 Bid 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
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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 Bid Specifications 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
FOR A MINIMUM OF TWO (2) YEARS AND SHALL ALSO 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. 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.
10. 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.
11. APPLICABILITY: This Agreement and any extensions hereof shall be
governed and construed in accordance with the laws of the State of Montana, and the same is
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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 OF BOZEMAN IROO
SELLER( ype Name Above)
By By
Chris A. Kuku ski, City Manager Print Name: T Q'
Print Title: ierr;�cr4 ti-ccr
APPROV A O FORM:
By
Ur'4—Sullivan,City Attorney
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