HomeMy WebLinkAbout2014 Tandem Axle Truck: Purchase Agreement BID PURCHASE AGREEMENT
THIS AGREEMENT is made this 5th day of ME, 2014, 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 Solid
Waste Systems, with a mailing address of 6515 E. Nixon, Spokane, WA 99212, hereinafter
referred to as ("Seller").
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:
One(1)New 2014(or newer)60,000 Pound GVWR Tandem Axle Truck with installed and operating
New 2014(or newer)Automated Side Load Refuse Packer and One(1)New 2014(or newer)Packer unit to be
installed on an existing chassis
TOTAL PRICE: $415,652.44
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.
3. PRICE: The City agrees to pay Four hundred fifteen thousand, six hundred and
fifty-two Dollars and forty-four cents ($415,652.44) 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
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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 ninety (90)
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: Kevin Handelin,
Superintendent of Solid Waste,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.
S. 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.INSURANCE/INDEMNIFICATION: The Seller shall insure the One(1)New 2014(or newer)
60,000 Pound GVWR Tandem Axle Truck with installed and operating New 2014(or newer)Automated Side
Load Refuse Packer and One(1)New 2014(or newer)Packer unit to be installed on an existing chassis
for a minimum of one hundred fifteen thousand dollars ($115,000.000) against all damages
during the time the One(1)New 2014(or newer)60,000 Pound GVWR Tandem Axle Truck with installed
and operating New 2014(or newer)Automated Side Load Refuse Packer and One(1)New 2014(or newer)
Packer unit to be installed on an existing chassis is in the Seller's possession which time of Seller's
possession shall commence the moment the One(1)New 2014(or newer)60,000 Pound GVWR
Tandem Axle Truck with installed and operating New 2014(or newer)Automated Side Load Refuse Packer
and One(1)New 2014(or newer)Packer unit to be installed on an existing chassis is picked up from the
City of Bozeman by Seller or Seller's agent until the moment the One(1)New 2014(or newer)
60,000 Pound GVWR Tandem Axle Truck with installed and operating New 2014(or newer)Automated Side
Load Refuse Packer and One(1)New 2014(or newer)Packer unit to be installed on an existing chassis is
returned to the City of Bozeman by Seller or Seller's agent and accepted by the City. In addition
to and independent from the above requirement, from the moment Seller or Seller's agent takes
possession of the One(1)New 2014(or newer)60,000 Pound GVWR Tandem Axle Truck with installed
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and operating New 2014(or newer)Automated Side Load Refuse Packer and One(1)New 2014(or newer)
Packer unit to be installed on an existing chassis. Seller shall defend, indemnify, and hold the City
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 during the performance
of this Purchase Agreement.
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, 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 Solid Waste Systems,Inc.
SELLER(Type Name Above)
By-C"
By
Chris A.Kuku ski, City Manager Print N e: R444gyer
Print Title: Operations Manager
APPRO ,ED ASITO FORM:
By
Greg S llivan, City Attorney
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