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HomeMy WebLinkAboutPurchase Agreement with Sutphen Corp. for 2013 100' Midmount Aerial Platform BID PURCHASE AGREEMENT As THIS AGREEMENT is made this day of ,mo, 20_% , by and between the 'v' — CITY OF BOZEMAN, a municipal corporation organized Id existing under the laws of the State of Montana, 121 North Rouse Ave., Montana 59715, hereinafter referred to as "City," and ke n rQ-n- I with a mailing address of hereinafter referred to as ("Seller"). In consideration of the inutual 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 Agreement incor orated into this Purchase Agent by p 1:� 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 clairns, suits, or actions alleging such infringement, and Seller agrees to defend such claims, suits, or'actions, The property being purchased ("Property") consists of: 100 FOOT MIDMOUNT AERIAL PLATFORM as shown on the Bid Specifications. TOTAL PRICE: [include price here] 2. SPECIFICATIONS-. 'File 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. . a q 3�. PRICE: The City agrees to pa Dollars (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 per-formance 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 fifteen (15) months of the receipt of City's order, Delivery will occur at the City of Bozeman's Fire Station 100 FOOT AERIAL PLATFORM Purchase Agreement Page I of 4 No. 1 (34 North Rouse 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 Lirne specific or to the City's satisfaction the City may terminate this Purchase Agreement or any pail therefore without liability except or good or services previously provided and accepted. The City's !receipt or acceptance of any part of a non- coriforining delivery or service shall riot 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 Specillications 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 to 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: Jason Shrauger, Bozeman Fire Chief, RO Box 1230, Bozeman. NIT 59771-1230. S. 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 Specifi,cations, 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 replacernent 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 irtaterial delivered to the City prior to Such breach. 100 TOOT AERIAL PLATFORM Purchase Agreement Page 2 of'4 7. CHANGE ORDERS: The City shall have the right to revoke, amend, or 1-nodify this Purchase Agreement or the equipment or material included. in the Bid Specifications at any time, Seller's receipt ot'City's written change order without response received by the City within 10 (ten) business, days or Seller's shipm.ent or other performance reflecting the change, whichever Occurs, first, shall be Seller's acceptance of the change without any price or other adliusti-nent. 8. WARRANTY: THE SELLER SHALL WARRANTY THE PROPERTY INCLUDING ALL COMPONENT PARTS FOR A MINIMUM OF THE PERIOD REQUIRED IN THE BID SPECIFICATIONS AND SHALL ASSIGN T O T HE 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, darnages, losses, and expenses connected therewith that may be asserted or claimed against, recovered from Or Suffered by the City by reason of ally 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 frorn 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 prope 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, N o agent or representative of either party has authority to make any representations, 100 FOOT AERIAL 1"LATFORN/1, Purchase Agreement Page 3 of 4 statements, warranties or agreements not herein expressed and all modifications or amendments zn of this Agreernent, including the appendices, must be in writing and signed by an authorized representative of each of the parties hereto. 12. APPLICABILITY: T his 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 t he parties, their heirs, successors, and assigns. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duty authorized representatives the day and year first above written. CITY OF BOZEMAN - 5 U�d)�e-f) C'0 ra SELLER kType Name AW4), By By Chris A.Kukulski,City Manager Print Name: Sc-04-f Print Title: L< APPROVED AS TO FORM: B Greg ivan,City Attorney 100 FOOT AERIAL PLATFORM Purchase Agreement 11age 4 of'4