Sale & Delivery of New 3M Scott X3 Pro SCBAs CITY OF SALINA, KANSAS
AGREEMENT FOR SALE AND PURCHASE OF EQUIPMENT
This Agreement for Sale and Purchase of Equipment("Agreement") is entered into March
13, 2020, by and between the City of Salina, Kansas (the "City") and Ed M. Feld Equipment
Company Inc. DBA Feld Fire, a Corporation (the "Contractor").
Recitals
A. The City issued a Request for Bids requesting sealed Bids for the sale and delivery of new
3M Scott X3 Pro SCBAs and related equipment, accessories, and services ("Deliverables").
B. The Contractor was the lowest and best responsive and responsible Bidder whose Bid
conformed to the City's Specifications.
C. The City desires to contract for the purchase of the Deliverables described in the attached
and incorporated Exhibit A, in compliance with federal, state, and local regulations.
D. The Contractor has the requisite qualifications and experience to furnish the Deliverables
needed by the City and desires to furnish the Deliverables pursuant to the terms of this Agreement.
The parties, in consideration of the mutual promises set forth in this Agreement, agree and
covenant:
1. Definitions. Except as otherwise provided herein, capitalized words used in this
Agreement shall have the meanings indicated in the Request for Bids.
2. Contract Documents. This Agreement,together with the Request for Bids and the
Contractor's Bid, including accompanying warranties, shall comprise the "Contract Documents."
3. Sale of Deliverables. The Contractor agrees to sell, and the City agrees to buy, the
Deliverables specified in the attached and incorporated Exhibit A, all in accordance with the
Contract Documents.
4. Term; Schedule. The Seller agrees to deliver the Deliverables to 222 West Elm,
Salina, Kansas 67401, on or before May 31, 2020.
5. Payment; Trade-In. In consideration for the Seller's delivery of the Deliverables
in accordance with the Contract Documents, the Cit shall pay to the Contractor the sum of$0.
and convey and transfer to the Contractor,
after the City has received and accepted the Deliverables, all of the City's trade-in equipment
described in the Request for Bids.
6. Standard Purchase Terms and Conditions. This Agreement shall be deemed to
include,and shall be subject to,the City's Standard Purchase Terms and Conditions, which are set
forth in the attached and incorporated Exhibit B.
Exhibit A
Description of Deliverables
The Deliverables purchased under this Agreement shall consist of the following items, all of
which shall conform to the Contract Documents, including the detailed Specifications contained in the
City's Request for Bids:
Ed M . Feld Equipment Co.
I) 113 North riffith Road
CarrollG
, Iowa 51401
712-792-3143 fax 712-792-6658
Work Order —
r- Customer -
Name David Turner/Salina Fire Department Date 1/24/2020
Address 222 W. Elm St. Order No.
City Salina State KS ZIP 67401 Rep Yarnell
Phone 785-201-2966 / FOB Salina KS
Qty l Description jUnit Price TOTAL _1
54 1X8914025305304 Scott X3 Pro, parachute buckles, 4500 psi, $5,607.00 S302,778.00 1
(Standard Harness, E-Z Flo Reg. w/Quick Disconnect hose,
EBSS, Pak-Tracker
1 9 201215-21 AV-3000 HT 4-strap Facepiece - Small 1 $245.63 $2,210.67
66 200129-35 4500psi/45-min Snap Change, Carbon cyl & $1,234.05 $81,447.30
valve
42 $0.00 $0.00
200129-35 4500psi/45-min Snap Change, Carbon cyl & valve
42 1201215-22 AV-3000 HT 4-strap Facepiece - Med $245.63 $10,316.46
2 200954-12 Scott RIT-Pak III w/spare regulator and $2,621.45 $5,242.90
facpiece
2 804722-35 4500psi/45-min CGA Carbon cyl & valve (for RIT- $1,234.05 I $2,468.10
Pak III)
30 1201215-23 AV-3000 HT 4-strap Facepiece - Large $245.63. $7,368.90
61 805783-01 Snap-Change Cylinder Valve Assembly 4.5 $372.96 $22,750.56
SubTotal $434,582.89
Payment Details Shipping & Handling $0.00
Ca; Cash Taxes
Check
Credit Card TOTAL $434,582.89
Name
CC# Office Use Only
Expires 1
CITY OF SALINA, KANSAS
STANDARD PURCHASE TERMS AND CONDITIONS
1. Contractor's Obligations.The Contractor shall 6. Invoices. Invoices shall be prepared and
fully and timely provide all Deliverables described in submitted in duplicate to the "ship-to" address
the Contractor's Bid in strict accordance with the terms, specified on the purchase order. Separate invoices are
covenants, and conditions of this Contract, the required for each purchase order. Invoices shall
Specifications, and all applicable federal, state, and contain the following information: purchase order
local laws. number,item number,description of goods or services,
sizes, units of measure, quantity, unit price, and
2. Effective Date; Term. This Contract shall be extended totals.
effective as of the date of the City's purchase order,and
shall continue in effect until all obligations are 7. Payment. The City shall pay the Contractor for
performed in accordance with this Contract. The goods and services rendered, in one lump sum, which
Contractor shall furnish the Deliverables, and provide shall be due and payable to Contractor within thirty
all related services, on or before the date(s) or within (30) calendar days after the City's receipt of the
the time(s)specified in the Contractor's Bid. invoice. Provided, however, that no payment shall be
due until after: (a)the City has issued a Notification of
3. Title& Risk of Loss. Title to and risk of loss Acceptance with respect to all Deliverables covered by
of the Deliverables shall pass to the City only when the invoice; and (b) the Contractor has provided clear
clear and unencumbered title to the Deliverables has and unencumbered title to the Deliverables. No.
been furnished to the City and Notification of C.O.D.s will be accepted.
Acceptance has been issued by the City.
8. Warranties. The Contractor warrants and
4. Delivery Terms and Transportation Charges. represents that all Deliverables sold to the City under
All deliveries shall be F.O.B. destination with all this Contract shall be free from defects in design,
transportation and handling charges paid by the workmanship or manufacture, and further represents
Contractor. The place of delivery shall be that location and warrants that all Deliverables shall conform in all
set forth in the purchase order. material respects to: (i) the Specifications, drawings,
and descriptions; (ii) any samples furnished by the
5. Inspections; Rejection; Withholding Contractor;(iii)the terms,covenants and conditions of
Acceptance Pending Cure. The City expressly reserves this Contract; and (iv) all applicable state, federal or
all rights to inspect the Deliverables within a reasonable local laws, rules, and regulations, and industry codes
time after delivery, and to reject defective or non- and standards. These warranties shall be in addition to
conforming goods. Notwithstanding anything to the any other warranty or guarantee provided by the
contrary contained in applicable law or in any laws of Contractor. Unless otherwise stated in the
sales or standards and practices in the industry, any Specifications, the Deliverables shall be new
acknowledgement of receipt or delivery of the merchandise, and not used or reconditioned. The
Deliverables by the City shall not constitute acceptance Contractor may not limit, exclude or disclaim the
by the City or waiver of any defects or forgoing warranties or any warranty implied by law,
nonconformance. Acceptance of the Deliverables shall and any attempt to do so shall be without force or effect.
not be deemed to occur until the City's issuance of the The warranty period shall be at least one year from the
written Notification of Acceptance to the Contractor. date of acceptance of the Deliverables or from the date
The City reserves the right to reject the Deliverables,in of acceptance of any replacement Deliverables,or such
whole or in part, if the Deliverables fail in any respect longer period as may be required by the Specifications.
to conform to the Specifications and requirements If the Contractor is not the manufacturer and the
contained in or made a part of the Bid; if they are Deliverables are covered by a separate manufacturer's
defective in any respect; or if they have not been warranty,the Contractor shall transfer and assign such
properly or satisfactorily installed or equipped. If the manufacturer's warranty to the City. If for any reason
Deliverables are substantially in compliance with the the manufacturer's warranty cannot be fully transferred
Specifications, but are defective or nonconforming to to the City, the Contractor shall assist and cooperate
some degree, the City may, in its sole discretion, with the City to the fullest extent to enforce such
withhold acceptance until the Deliverables are rendered manufacturer's warranty for the benefit of the City.
non-defective and conform in every respect to the
Contract. 9. Indemnification. To the fullest extent
permitted by law, the Contractor shall defend,
Standard Purchase Terms and Conditions(2014-09-21)
indemnify and hold harmless the City, its agents, services performed and obligations incurred prior to the
representatives,officers, officials and employees from date of termination in accordance with the terms hereof.
and against all claims, damages, losses and expenses
(including but not limited to attorney fees and court 13. Special Tools and Test Equipment. If the price
costs) attributable to bodily injury, sickness, disease, stated in the Contractor's Bid includes the cost of any
death, or injury to, impairment, or destruction of special tooling or special test equipment fabricated or
property, including loss of use resulting therefrom, to required by the Contractor for the purpose of fulfilling
the extent that such claims, damages, losses, and this Contract, such special tooling equipment and any
expenses relate to, arise out of, or are alleged to have process sheets related thereto shall become the property
resulted from the wrongful acts, errors, mistakes, of the City and shall be identified by the Contractor as
omissions, or defective work or services of the such.
Contractor, its employees, agents, or any tier of
subcontractors in the performance of this Contract. 14. Equal Opportunity.
10. Default. The Contractor shall be in default (a) In conformity with the Kansas act against
under this Contract if the Contractor fails to perform discrimination and Chapter 13 of the Salina
any of its obligations under this Contract within ten Code, the Contractor and its subcontractors, if
(10) days after written notice to comply has been any,agree that:
mailed by the City to the Contractor ("Event of
Default"). (1) The Contractor shall observe the provisions
of the Kansas act against discrimination and
11. Remedies.Upon the occurrence of an Event of Chapter 13 of the Salina Code and in doing so
Default, the City may exercise any or all of the shall not discriminate against any person in
following remedies,which are in addition to,and not in the performance of work under this Contract
lieu of,any other remedies available to the City under because of race, sex, religion, age, color,
law or equity: (a) terminate this Contract and the national origin,ancestry or disability;
Contractor's rights under the Contract; (b)procure the
Deliverables from another source, and hold the (2) The Contractor shall include in all
Contractor liable for the difference in cost together with solicitations, or advertisements for
incidental and consequential damages, including costs employees, the phrase "equal opportunity
and reasonable attorney fees;or(c)hold the Contractor employer,"or a similar phrase to be approved
liable for the difference between market price of the by the city's human relations director;
Deliverables and the agreed price herein,together with
incidental and consequential damages, including costs (3) If the Contractor fails to comply with the
and reasonable attorney fees. In addition,the City may manner in which the Contractor reports to the
pursue any available remedy at law or in equity Kansas human rights commission in
(including specific performance) by suit, action, accordance with the provisions of K.S.A.44-
mandamus or other proceeding to enforce and compel 1031 and amendments thereto,the Contractor
the performance of the Contractor's duties and shall be deemed to have breached this
obligations set forth in this Contract, to enforce or Contract and it may be canceled, terminated
preserve any other rights or interests of the City under or suspended,in whole or in part,by the City;
this Contract or otherwise existing at law or in equity
and to recover any damages incurred by the City (4) If the Contractor is found guilty of a violation
resulting from such Event of Default. of Chapter 13 of the Salina Code or the
Kansas act against discrimination under a
12. Termination without Cause. The City shall decision or order of the Salina human
have the right to terminate this Contract, in whole or in relations commission or the Kansas human
part, without cause, at any time upon thirty (30) rights commission which has become final,
calendar days' prior written notice. Upon receipt of a the Contractor shall be deemed to have
notice of termination, the Contractor shall promptly breached this Contract and it may be
cease all further work pursuant to the Contract, with canceled, terminated or suspended, in whole
such exceptions, if any, specified in the notice of or in part,by the City;
termination. The City shall pay the Contractor, to the (5) The Contractor shall not discriminate against
extent of funds appropriated or otherwise legally any employee or applicant for employment in
available for such purposes,for all goods delivered and the performance of this Contract because of
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race,sex,religion,age,color, national origin, taxes, withholding payments, employment-based
ancestry or disability;and benefits, deferred compensation plans, including but
not limited to its workers compensation and social
(6) The Contractor shall include similar security obligations, and the filing of all necessary
provisions in any subcontract under this documents, forms, or returns pertinent to the
Contract. foregoing.\
(b) The provisions of this section shall not apply to 19. Notices.All notices required or permitted to be
this Contract if the Contractor: given pursuant to this Contract shall be in writing and
delivered personally or sent by registered or certified
(1) Employs fewer than four employees during mail, return receipt requested, or by generally
the term of this Contract;or recognized, prepaid, commercial courier or overnight
air courier service. Notice shall be considered given
(2) Contracts with the City for cumulatively when received on the date appearing on the return receipt,
$5,000 or less during the City's calendar but if the receipt is not returned within five(5)days,then
fiscal year. three (3) days after mailed, if sent by registered or
certified mail or commercial courier service;or the next
15. Taxes. The equipment purchased hereunder is business day, if sent by overnight air courier service.
purchased by the City, a tax exempt entity, for public Notices to the Contractor shall be to the address specified
and municipal purposes and the parties understand that in the Contractor's Bid, or at such other address as the
this sale shall be exempt from taxation. Contractor may designate via a written notice to the City.
Notices to the City shall be addressed to the City of
16. Patent and Copyright Infringement. The Salina, Attn: City Clerk, P.O. Box 736, Salina, Kansas
Contractor shall be required to pay all royalties and 67402-0736.
license fees and shall defend, indemnify, and hold
harmless the City, its agents, representatives, officers, 20. Compliance with Applicable Law. The
officials and employees from liability of any nature or Contractor shall comply with all applicable federal,
kind,including costs and expenses,for or on account of state,and local law in the performance of this Contract.
any patented or unpatented invention, process, article,
or appliance manufactured or used in the performance 21. Administration of Agreement.All references in
of this Contract, including its use by the City. this Contract to City's participation or approval shall
mean the participation or approval of the City Manager,
17. Non-appropriation. The City is subject to or his or her designee,unless otherwise provided herein.
Kansas budget and cash basis laws, and operates on a
calendar fiscal year. In the event that this Contract 22. Attorney Fees. If any suit or action is instituted
involves financial obligations spanning multiple fiscal by either party hereunder, including all appeals, the
years for the City, it is subject to annual appropriation prevailing party in such suit or action shall be entitled to
by the City's governing body for future fiscal years. If recover reasonable attorney fees and expenses from the
the City's governing body does not appropriate the non-prevailing party, in addition to any other amounts to
funds necessary to fulfill the City's financial which it may be entitled.
obligations pursuant to this Contract, the City shall so
notify the other parties to this Contract and this 23. Right to Independent Legal Advice. The
Contract shall be null and void for purposes of the fiscal Contractor understands and acknowledges the right to
year(s)affected by the decision of the governing body have this Contract reviewed by legal counsel of the
not to appropriate. Contractor's choice.
18. Relationship. It is expressly understood that 24. Applicable Law; Venue. This Contract and its
the Contractor, in performing services under this validity,construction and performance shall be governed
Contract, does so as an independent contractor. The by the laws of Kansas. In the event of any legal action to
City shall neither have nor exercise any control or enforce or interpret this Contract,the sole and exclusive
direction over the methods by which Contractor venue shall be in the Saline County, Kansas District
performs its services hereunder. The sole interest and Court.
responsibility of the City is to see that the services
covered by this Contract are performed and rendered in 25. Interpretation. This Contract shall be
a competent, efficient, and satisfactory manner. The interpreted according to its fair meaning,and not in favor
Contractor shall be exclusively responsible for all of or against any party.
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35. Non-Assignable. Due to the unique
26. Time. Time is of the essence of this Contract. qualifications and capabilities of the Contractor, neither
No extension will be granted unless in writing and signed the rights nor responsibilities provided for under this
by the parties. Should the end of a time period fall on a Contract shall be assignable by either party, either in
legal holiday that termination time shall extend to 5:00 whole or in part.
p.m.of the next full business day.
36. Entire Agreement. This Contract constitutes
27. Severability. The unenforceability, invalidity, the entire agreement between parties and supersedes all
or illegality of any provision of this Contract shall not prior oral written understandings. This Contract shall
render the other provisions unenforceable, invalid, or not be altered, modified, amended or changed except
illegal. by written amendment signed by the parties.
28. Amendments. Neither this Contract nor any of
its terms may be changed or modified, waived, or
terminated except by an instrument in writing signed by
an authorized representative of the party against whom
the enforcement of the change,waiver,or termination is
sought Without limiting the foregoing,no pre-printed or
similar terms on any invoice,order,or other document
shall have any force or effect to change the terms,
covenants,and conditions of this Contract.
29. Waiver.No failure or delay by a party hereto to
insist on the strict performance of any term of this
Contract, or to exercise any right or remedy consequent
to a breach thereof,shall constitute a waiver of any breach
or any subsequent breach of such term. No waiver of any
breach hereunder shall affect or alter the remaining terms
of this Contract,but each and every term of this Contract
shall continue in full force and effect with respect to any
other then existing or subsequent breach thereof.
30. Conflict Resolution. No interpretation of this
Contract shall be allowed to find the City has agreed to
binding arbitration.
31. No Third Party Beneficiaries. Solely the parties
to this Contract shall have rights and may make claims
under this Contract. There are no intended third party
beneficiaries under this Contract, and no third parties
shall have any rights or make any claims hereunder.
32. Feminine-Masculine,Singular-Plural.
Wherever used, singular shall include the plural, plural
the singular, and use of any gender shall include all
genders.
33. Headings.The headings of the sections of this
Contract are included for the purposes of convenience
only and shall not affect the interpretation of any
provision hereof.
34. Binding Effect This Contract shall extend to
and bind the heirs, executors, administrators, trustees,
successors and authorized assigns of the parties hereto.
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6. Standard Purchase Terms and Conditions. This Agreement shall be deemed to
include,and shall be subject to,the City's Standard Purchase Terms and Conditions,which are set
forth in the attached and incorporated Exhibit B.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
authorized representatives.
CITY a AL A/, • &• . Ed M. Feld Equipment Co., Inc. DBA Feld Fire
B Iii 4e`. By:
Michael .Ho.poc : r
John Feld (name)
•
President (title)
Attest: (4 2
Shandi Wicks,CMC,City Clerk
f
Form: ,A
tigal Co l
2