HomeMy WebLinkAboutPurchase Agreement with Tractor and Equipment Co. 2012/2013 4 Wheel Drive Loader B_1,, PURC1jASE AGREEM ENT
"MIS M"..REEMENT is made this 41" day of' March, 2013, by and between the CITY
OF BOZEMANa municipal corporation organized and existing under the laws of the State of
Montana, 121 North Rouse, Ave,, Montana 59715, hereinafter rcferrcd to as "City,"' and
wid'i i mailing address of 1835HarriishBoutev 3rd,BiIlingis,MT59191
herein.,,.ifter re�lcnmed to as ("Seller"),
In consideration of the ITIL11:112d promises and agreements hereinafter contained, the parties
agree as flollows-
1. FROPERTV PU RCHASED: Seller agrees to sell and C-lity agrees to pure-as
the property requested and described in the City's Bid Specifications, as modified by the parts of
all of which is incorporated into this PurchaseAgreerrient by
Seller's response accepted by City, ,
this reference, By accepting this Purchase Agreement, Seller he�reby agrees that the sale, usc, or
incorporation into manufactured products of all inachirres, software, hardware, materials and
offier devices furnished under this Purchase Agreement which are not of the Seller's (h:slgli,
coinposition, or in an af`ac lure shall be free arid clear of inftingernent of any valid patent,
copyright, or tradcinark. Seller shall hold the City harnfloss from any and all costs and expenses,
including attorney fees, liability, and loss ol' any kind growing Out 01' Clojiln.s, suits, Or actions
alleging such infringement, and Seller agrecs,to do rid such claims, suits, or actions.
The property being purchased ("Property"') consists of,
(1) New 2012/2013 4-Wheel Drive Loader as shown on the Bid Specifications,
TOTAL
2. SPECI FICATIONS. The Seller agrees that all niatenial and worknianshi p in arid
upon this Property complies with the City's Bid Specifications as shown on the Seller's Rid
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 1�on-n govern in the went of
inconsistencies with the Seller's response to the sarn(%
1 PIUCE, 'Fhe City agrees to pry One Hundred Seventy-Four Thousand Twenty Fou Dollars
(SEL024.00) as The purchase price. All prices are less a'n'y appli c-a-Ille local, state or federal taxes
that may be applied to the Property to be purchased, This price is firm and not subjcct to
escalation under agreed to in writing by the City,
4. DELIVERY AND PAYMENT: Tinic is ol"the essence in the performance of
this Purchase Agreenieni, Seller assurnes full responsibility for all transportation, transportation
schoduhlig, Pncking, hmidliq�
., insmrsnce, arid Wier- ;erved associated Nvidl dQlivery of 1hQ
Property. Seller agrees to deliver tine above-described Property to the C.ity within ninety (90)
Purcho e Aoreei�wm
L,
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days of the receipt, of City's order, Delivery will occur at the City of Bozeman's City Shop
Corriplex (91.4 North Rozernan Ave., Bozeman, MT 59715), or Lit a. place otherwise selected by
City. If delivery of the Property and/or per1-ormance 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 perflorryi required services within the time specific or to the City's satisfaction the
City may teiTninate this Purchase Agreement or any part therefore without liability except 01,
good or services previously provided and accepted. The City's receipt or acceptance of any part
01' a 11011-r-OnfOrMing 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 arid 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 othenvise 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 vATiting, Invoices must be mailed to: John Alston,
Stiperintendent of Sewer and Water, PO Box 1230, Bozeman,MT 59171--12311.
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/ TERMINATIONI REMEDIES: In the event of Seller's breach of
,this Purchase Agreernerit, including if Seller fails to deliver the Property as set forth herein or
fails to meet City's Bid Specifications, City Tnay, at its option, take any or all of the following
actions without prejudice to any other Tights or remedies available to the City by law: (i) declare
the Seller in default and immediately cancel and rescind this Pnrchase Agreement; (ii) require
SCHer to repair or replace any equipment or materials used in the, Property, and upori Seller's
failure or reffisal to do so, repair or replace the saran; at Seller's expense, (iii) reject any material
or equipment included. in the Property containing defective or nonconforming equipinent or
material and return for credit or replacement at Seller's oplion; or (iv) cancel any outstanding
deliveries and treat such breach by Seller as, Seller's, repudiation of this Purchase Agreement.
Thereafter, City rnay 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 replaCenrlent, 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 rernedy shall be Seller's
recovery of the malerial nr equipment, or of the Purchiw Price or portion of the PurchasQ I)riQc
payable for equipmerlt and 11-laterial delivered to the City prior to such breach.
I'LlYClUlSe Agreciriew
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7. CHANGE ORDERS: The Cfty shall have the right to revoke, amend., or jllodif=
this Purchase Agreement or the eqUipment or material included in the Bid Specifications at any
tirne. Seller's receipt of'(.I iiy's writlen change order without response received by the City withill
10 (ter)) business days or. Sellers shipt-nent or other performance reflecting the change,
whichever occurs First, sh'all be Seller's acceptance of the CINVIlgC WithOL11 any price or other
adj usurent.
8. WARRANTY: THE SELLFR STIALI., WARRANTY THE PROPERTY
FOR A MINIMUM 014' TWO (2) YEARS AND SHALL ALSO, ASSIGN TO THE crTv
ALL WADED UNTIES FOR ALL COMPONENT PARTS OF THE PROPERTY NOT
"AD RANTIED 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 ACIREED IN WRITING, SELLER A1,S0
'WARRANTSTHAT ALL EQUIPMENT DELIVERED HEREUNDER WILL BE NEW,
SUITABLE FOR USE AS DESCRIBED, OFTHE GIZADE AND QUALITY SPECIFIED,
FREE FROM ALL DEFECTS IN DESIGN, MATERIAL AND 'WORKMANSHIP; IN
CONFORMITY WITH ALL SPECIFICATIONS FURNISTIED; IN COMPLIANCE
WITH ALI, APPLICABLE FEDFRAL, STATE AND LOCAL LAWS AND
REGULATIONS AND FREE FROM ANY LIENS AND ENCUMBRANCES. THESE
WARRANTIES SHALL NOT HE DEEMED TO EXCLUDE SELLFR'S STANDARD
WARRANTIES OR OTHER RIGHTS OR WARRANTIE.S W1410 II THE CITV MAY
HAVE OR OBTAIN,
% IN S U RANCE/INDEINI NJ 'DC' TION: The Seller shall insure the (1) New
2012/2013 4-Wheel Drive Loader fior a rninimuni of one hundred fifteen thousand dollars,
($115,000.000) against all darnages during the time the (1) New 2012/201.3 4-Wheel Drive
Loader is in the Seller®s possession which time oFSeller's possession shall contmence the
mornent the (I) New 201212013 4-Wheel Drive Loader is picked up i`rom the City ot'Rozeman
by Seller or Seller's agent until the moment the (1) New 201212013 4-Wheel Drive Loader is
reftimed to the City ofl3ozernan by Seller or Seller's agent and accepted by the(,"'ity, In addition.
to and independent from the above requirement, from the momcnt Seller or Seller's agent takes
possession of the (1) New 2012/2013 4-Wheel Drive Loader, Seller shall defend, indemnify,
and hold the City harmless against clairns, dernands, suits, daxnages, losses,, and expenses
connected Lhe•ewith Lhai may be asserted. or claimed against, recovered from or suffered by the
City by reason ol'any injury or loss, 'including but not limited to., personal in.juq, it
bodily injury or death, property darnage, occasioned by, growing out of, or in any way arising or
resufting fi-om any inLentional or negligent rtes on the part ot'Seller. it's agents or employees
during;the performance of this Purchase Agreement,,
flag,L 3 of
10. ASSIGNMENT- Seller ii-► y not delegate, suhcontract, or, assign any drjtics and
services or assign any rights or claims under this Purchase Agrccnie�nt without Ific express
written consent of City,
I L ENTIRE AGREEMENT: '-['his Agreement, including its appe.ndices, if any,
embodies the craire understanding between the parties relating to the subject matter contained
herein. No agent or representative of cither party has authority to make any representations,
statements, warranties or agreemerits, not herein expressed and all modifications or amendments
of" this Agreenielit, inchiding the appcndiues, must be In writing and signed by an authonzed
representative of each of the parties hereto.
12. APP LICABILIV:T This Agreerrient and any extensions hereof shall be
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governed and construed in accordance with the laws, of the State of Montana., and the same is
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 Tractor&Equipment Co,
SFLLER(Type Nanic Alove)
By
C.hris A. kijkulski,City Manager P1-111t 2.R)e- Alien Evans ............
PrintTitlel �ermentt-qn1%s_Ms9nogQr
APPROVED AS TO FORM:
G reg Sullh-.tin, City Attorney
PiTrdv,tse A o"eeinent
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