HomeMy WebLinkAbout13- Purchase Agreement between City and Lenco Armored Vehicles PURCHASE AGREEMENT
THIS AGREEMENT is made thio6day of November, 2013, by and between the CITY OF
BOZEMAN, a municipal corporation. organized and existing under the laws of the State of
Montana, 121 North Rouse Ave., Montana 59715, hereinafter referred to as "City," and Lenco
Armored Vehicles, with a mailing address of 10 BETNR Industrial Dr. Pittsfield, Massachusetts,
01201, hereinafter referred to as ("Seller'"). '
In consideration of the mutual promises and agreements hereinafter contained,the parties
agree as follows:
I. PROPERTY PURCHASED-.' Seller agrees to sell and City agrees to purchase
the property requested and described in the Quotation 10809, "Addendum A", from the Seller 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 famished 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,
LENCO BEARCAT ARMORED VEHICLE as shown on the quotation 10809,Addendum
A,to include:
(4) Roof Mounted Remote Control Spot Lights
Electric Power Heated Mirrors
Gun Port Upgrade to 7"vertical
Radio Prep Package
Seat Belts on Rear Bench Seats
Rear Auxiliary AC/Heat
Backup Camera
Intercom System
TOTAL PRICE (including shipping): $248,537
2. SPECIFICATIONS: The Seller agrees that all material and workmanship in and
upon this Property complies with Addendum A as accepted by the City. Unless otherwise agreed
to by the City, the items listed in Addendurn A and Section I of this agreement, govern in the
event of inconsistencies with the Seller's response to the same.
3. PRICE: The City agrees to pay Dollars ($248,537) as the purchase price. All
Lenco Bearcat Armored Vehicle Purchase Agreement
Page 1 of 4
prices include 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 complete above-described Property in a fully operational status and all
accessories properly installed no later than July 1, 2014. City shall send a representative to the
Lenco Factory in Pittsfield, Maryland within 30 days of product completion on date mutually
agreed upon between Seller and City. Delivery will occur no later than August 15, 2014 at the
Law and Justice Center, located at 615 S. 16'h Avenue, 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 Specifications as modified by Seller's, responses 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. Invoices must be
mailed to: Rich McLane, Deputy Chief of Police, 615 S. 16th, Bozeman, MT 59715.
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 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
Lenco Bearcat Armored Vehicle Purchase Agreement
Page 2 of 4
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) 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 ADDENDUM B AND SHALL ASSIGN TO THE CITY ALL
WARRANTIES FOR ALL COMPONENT PARTS OF THE PROPERTY NOT
WARRANTIED BY SELLER. 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.
Lends Bearcat Armored Vehicle Purchase Agreement
Page 3 of 4
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.
U14 WITNESS YOUREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives the day and year first above written.
CITY OF BOZEMAN S
-"
Carrie MacKinnon,Contract Administrator
Lenco Armored Vehicles
By L�k
Chris A.Kukulski,City Manager
APPRONTI)AS TO FORM:
By / . nX
Gre(' ffivan, bty rney
Leiaco Bearcat A7mored Vehicle Purchase Agreement
Page 4 of 4
ADDENDUM A
LENIC8 Quotation 10809
X
Proucting Otir Nalion's DefWeys-
1013etnr Industrial Drive--Pittsfield,MA 01201 Quotation Date: 11/07/20133
PH(413)443-73 59-FAX(413)445-7865 Tax ID#: 04-2719777
BOLMT Estimated Completion Date: F.O.B.: Destination
No later than July 1,2014 Ship Via: Common Carrier
Bozeman Police Department Payment Terms:Lenco GSA Contract GS-07F-0390M
615 South 16'h Avenue Lenca Does Not Collect Tax or Re�sler Vehicles wills DMV
Bozeman., MT 59771 Tns ection &Acceptance- In accordance with Purchase Agreement
Terms and Cond4tionsc Tn accordance with Purchase A regiment
-------------- ---------------
Item: Commercial
Product# GSA Net Price I
............
Lenco Bear Cat Hatch; Counter SC55003 $197,250�00
.............- _qal�nced) $188,793.00
US.Mate D en t Armor Level E
. ..............
options:
I BearCat G3 4-Wheel Off-Roa
dVR9!� P wIRn-Flats BC3WOFFRD 29210,
27,958,00
_ ,
Diesel Engine,6,7L Turbo BCDLEN 7,821.00 w. 7, 6, 0
AC-DC Power Inverter 3,600 Watt wl try
Batt !�hArqefeature BCPINV36 6
6442.00
'A-Pq ? iqr�tion Rea Flip Seats BC4D 8,210.00
7 !�B_�00J_ R •
Net Savings$11,640.00
$248.177.00 $237,537.00
�O B Bozeman, MT 11,0003.00
Total Cost of(1) Lenco BearCat FOB Bozeman, MT
Specifications Subject to Change PROPRIETAR_V-1
WARNIK: information subject to Export Control Laws
The technical data in this document is restricted by the Arms Export Control Act(Title 22,U.S.C.,'Sec 27SI,etseq.)or the Export Administration Act
of 1979,as amended,Title 50,U.S.C.,App.241)1 etseq.and which may not be exported,released or disclosed to non-U.S.persons(i.e.persons who
are not US.citizens or lawful permanent residents["green card"holders])inside or outside the United States,without first obtaining an export
license,Violations of these export laws are subject to severe civil,criminal and administrative penalties.
THE WRITTEN APPROVAL OF THE DIRECTORATE OF US DEFENSE TRADE CONTROLS AND LENCO INDUSTRIES,INC. MUST BE OBTAINED BEFORE RESELLING,
,rRANSFERRING1 TRANSSH[PING,OR DISPOSING OF A DEFENSE ARTICLE TO ANY END USER,END USE OR DESTINATION OTHER THAN As STATED ON THIS
ILENCO QUOTE OR THE SHIPPER'S EXPORT DECLARATION IN CASES WHERE AN EXEMPTION 15 CLAIMED UNDER THIS SUBCHAPTER ffAR 123.9(A).
WE ARE PLEASED TO SUBMIT THE ABOVE QUOTATION FOR YOUR CONSIDERATION. SHOULD YOU PLACE AN
ORDER,BE ASSURED IT WILL RECEIVE OUR PROMPT ATTENTION, THIS QUOTATION IS VALID FOR 30 DAYS.
THEREAFTER,IT IS SUBJECT TO CHANCE WITHOUT NOTICE
ACCEPTANCE OF PROPOSAL—nie,Above Tic-am tixrncjoey LENCO INDUSTRIES INC.
and are hereby a nepteJ. YOU an Aolborb-d to do rho work as specified.Payment will be mad.as
outlined abo,e
ALuthorized Authorized Ca-ty Maroyu�
signature Signature
Please sign and return Cary Marom
Thank
ADDENDUM B
LENCO
Protecting Our Nrattort's De f enters-
LENCO ARMORED VEHICLE
LIMITED WARRANTY
TY
As Wised in tllIS Limited Warranty,"Vehicle"means any Lenco armored vehicle;"you"and
"your" means the purchaser of a Vehicle from Lenco Industries, Inc. or an authorized Lenco
distributor;and"we","us"and"one means Lenco Industries,.Inc..
Lernco--Manufactured Components We will pay for repair or replacement of Vehicle
components manufactured by us which prove to be defective within Three Years after the original
purchaser of the Vehicle received delivery of the Vehicle from us or an authorized Lenco
distributor, except that we will not be responsible for (i) any damage to the Vehicle or any
component of the Vehicle caused by negligence, misuse, alteration or accident or (ii) normal.
maintenance of the Vehicle or any component of the Vehicle. To be eligible for such warranty
coverage,you must follow the Procedures for Submission of"Warranty Claims and Authorization
of Warranty Work set forth below.
Com onents Manufactured by Others. If any component of the Vehicle (i) was
manufactured by any person or firm other than us and(ii)is the subject of a written warranty by
such other manufacturer, we will assist you in submitting to the manufacturer of any such
component claims that such component proved to be defective during the applicable warranty
period specified in the manufacturer's written warranty. Copies of all written warranties given by
the manufacturers of parts or components of the Vehicle manufactured by persons or firms other
than us will either be furnished to you at the time of delivery of the Vehicle or are available upon
written request to us at 10 Betnr Industrial Drive, Pittsfield, MA 01201 or by e-mail to our
Warranty Administrator,Mr.Steve Mix;e-mail:Steve @lencoarnaor.corn
Procedures for Submission of WarrantvClaims and Autliorizati.on of Warranty Work,
Except as otherwise specified below, warranty repairs or replacements for our components may
be made by either an authorized Lenco service center or any repair shop mutually acceptable to
you and us; in either case,the service center or repair shop must(i) contact us before any repair
or replacement is undertaken and (ii) receive our written approval of the repair or replacement.
and the service center's or repair shop's charges for such repair or replacement. Requests for our
approval should be directed to Warranty Department„Lenco Industries,Inc., 10 lietur Industrial
Drive, Pittsfield, MA 01201, (Tel. (413) 443-7359, Fax (413) 445-7865 or e-mail:
warranty@lencoarmor.com). We reserve the right in any particular instance to require that
repair or replacement of our components be performed either at our factory in Pittsfield,
Massachusetts or at an authorized Lenco service center. You are responsible for freight or other
transportation costs to and from our factory,an authorized Lenco service center or a repair shop
performing repairs or replacements under this warranty.
Exclnsion of C) ter Warranties. This warranty is in lieu of all other warranties,express or
implied, and, in particular, we make NO WARRANTY OF MERCHANTAB LJTY OR
FITNESS SCAR A PAR17CLTLAR PURPOSE.
Limitation of Remeaip.5and Damages. Our repair or replacement of our components and
assistance with the submission of warranty claims to manufacturers of components not
manufactured by us, all as specified above,is your exclusive remedy for any and all claims against
us,whether based on warranty, contract,tort,negligence, or any other theory. We are not liable
for any incidental or consequential damages resulting from any defect in the Vehicle (including,
without limitation,personal injury,loss of revenue,loss of anticipated profit, or any other loss or
damage).
10 Betnr industrial Drive• Pittsfield, MA 01201
PH (413)443-7359 - FAX (413)445-7858
www.ArmoredTrucks.com,www.SWATtrucks.com