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04-05-2023 G&R Implement Equipment Purchase AgreementCITY OF SALINA, KANSAS AGREEMENTFORSALEANDPURCHASEOFEQUIPMENT This Agreement for Sale and Purchase of Equipment ("Agreement") is entered into the 5 ti! day of April, 2023, by and between the City of Salina, Kansas (the "City") and G & R Implement, LLC. (the "Contractor"). Recitals A. The City issued a Request for Bids requesting sealed Bids for the sale and delivery of One (1) Pull Behind Flex-Wing Mower 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 418 E. Ash St., Salina, Kansas 67401, within one hundred and eighty (180) days after receipt of order. 5. Payment. In consideration for the Seller's delivery of the Deliverables in accordance with the Contract Documents, the City shall pay to the Contractor the sum of$24,500.00. 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. AG-1 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their authorized representatives. CITY OF SALINA, KANSAS By~CityManager G & R IMPLEMENT, LLC By: ctJt;Uf}&k ;Yt c,L,~f Rt.i.oc:k..s (name) s~ \es /\'\jr· (title) AG-2 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: BID SPECIFICATIONS FOR ONE PULL BEHIND FLEX WING MOWER TYPE: New IZ! UsedO Demo Unit 0 Demo units shall carry full new unit warranty. FLEX-WING MOWER SPECIFICATIONS A. Mower shall be a new [2022] or newer model, comparable to a Land Pride Model RC5715 , 15' flex- win rota cut ull-behind mower we current} have. B. Mower shall be manufacturers' standard color. c. Mower shall be heavy-duty and designed for roadside maintenance not for ss and asture mowin . D. Mower shall be a gearbox rating of 540 RPM with a 3" earbox ou ut shaft. E. Mower shall have CV driveshaft. F. Aluminum hydraulics flip spacers are preferred to help easil ad·ust hei ht of deck. G. Hitch shall be pull-behind style and allow for one rson hook-u to tractor. H. Hitch shall be self-leveling and swivel up and down, and rotate side to-side for uneven terrain. I. Deck shall be com osed of a min 7 au e welded steel. J. Deck shall have full length replaceable skids to help rotect skirt from <lama e. K. Deck shall be foldable for trans ort on a roadwa . L. Tires shall not be laminate composed but of a multi rib aircraft le desi M. All tires shall be foam-filled. N. Mower shall be also equipped with front and rear safety shields/chains. 0. Mower shall be e ui d with LED safe P. Additional Information: Q . Bidder 's Comments: TRADE-IN EQUIPMENT None DELIVERY INFORMATION A-1 ~ D D D D ~ D D ~ D D D ~ D D D ~ D D D D ~ D D ~ D D D D ~ D D ~ D D D ~ D D D ~ D D D ~ D D D ~ D D D ~ D D D ~ D D D A. Standard manufacturers' warranty shall apply. The bidder is responsible for the manufacturers' warranty r;gJ D D D work and service. B. A 60 day temporary tag must accompany the transfer D D r;gJ D agreement apers. C. Window sticker and/or build line sheets must be with the r;gJ D D D vehicle at time of delive D. Bidding vendor shall supply two current operator's manuals, one set of current shop service manuals to include: power train, drive train, body of chassis, D D D electrical troubleshooting, electrical wiring, and current model arts catalo . E. Inspection of new equipment will be made as soon as possible upon delivery. Missing equipment or otherwise D D D failing to meet the bid specifications will not be accepted and will become the vendor's res onsibili F. Delivery to be made at: F.O.B. City of Salina Central Garage D D D 418 East Ash Salina, KS 67401 G. Additional infonnation: H. Bidder's comments A complete set of specifications of the units bid, descriptive literature, date of delivery, and warranty information (including copies of the actual warranties and disclaimers to be issued) shall be included with the bid submittal. The window sticker shall be left on the vehicle. All deviations or variances from the above specifications shall be expressly identified and explained. Failure to provide this infonnation may result in a bid not being considered. 2 CITY OF SALINA, KANSAS STANDARD PURCHASE TERMS AND CONDITIONS l. Contractor's Obligations. The Contractor shall fully and timely provide all Deliverables described in the Contractor's Bid in strict accordance with the terms , covenants, and conditions of this Contract, the Specifications, and all applicable federal, state, and local laws. 2. Effective Date; Term. This Contract shall be effective as of the date of the City 's purchase order, and shall continue in effect until all obligations are performed in accordance with this Contract. The Contractor shall furnish the Deliverables, and provide all related services, on or before the date(s) or within the time(s) specified in the Contractor's Bid. 3. Title & Risk of Loss. Title to and risk of loss of the Deliverables shall pass to the City only when clear and unencumbered title to the Deliverables has been furnished to the City and Notification of Acceptance has been issued by the City. 4. Delivery Terms and Transportation Charges . All deliveries shall be F.O.B. destination with all transportation · and handling charges paid by the Contractor. The place of delivery shall be that location set forth in the purchase order. 5. Inspections; Rejection; Withholding Acceptance Pending Cure. The City expressly reserves all rights to inspect the Deliverables within a reasonable time after delivery , and to reject defective or non- conforming goods . Notwithstanding anything to the contrary contained in applicable law or in any laws of sales or standards and practices in the industry, any acknowledgement of receipt or delivery of the Deliverables by the City shall not constitute acceptance by the City or waiver of any defects or nonconformance. Acceptance of the Deliverables shall not be deemed to occur until the City 's issuance of the written Notification of Acceptance to the Contractor. The City reserves the right to reject the Deliverables, in whole or in part, if the Deliverables fail in any respect to conform to the Specifications and requirements contained in or made a part of the Bid; if they are defective in any respect; or if they have not been properly or satisfactorily installed or equipped . If the Deliverables are substantially in compliance with the Specifications, but are defective or nonconforming to some degree , the City may , in its sole discretion, withhold acceptance until the Deliverables are rendered non-defective and conform in every respect to the Contract. B-1 6 . Invoices. Invoices shall be prepared and submitted in duplicate to the "ship-to" address specified on the purchase order. Separate invoices are required for each purchase order. Invoices shall contain the following information: purchase order number, item number, description of goods or services, sizes, units of measure, quantity, unit price , and extended totals. 7. Payment The City shall pay the Contractor for goods and services rendered , in one lump sum, which shall be due and payable to Contractor within thirty (30) calendar days after the City's receipt of the invoice. Provided, however, that no payment shall be due until after: (a) the City has issued a Notification of Acceptance with respect to all Deliverables covered by the invoice ; and (b) the Contractor has provided clear and unencumbered title to the Deliverables . No. C.O.D.s will be accepted. 8. Warranties. The Contractor warrants and represents that all Deliverables sold to the City under this Contract shall be free from defects in design, workmanship or manufacture, and further represents and warrants that all Deliverables shall conform in all material respects to: (i) the Specifications, drawings , and descriptions ; (ii) any samples furnished by the Contractor; (iii) the terms , covenants and conditions of this Contract; and (iv) all applicable state , federal or local laws, rules, and regulations , and industry codes and standards. These warranties shall be in addition to any other warranty or guarantee provided by the Contractor. Unless otherwise stated in the Specifications, the Deliverables shall be new merchandise, and not used or reconditioned. The Contractor may not limit, exclude or disclaim the forgoing warranties or any warranty implied by law, and any attempt to do so shall be without force or effect. The warranty period shall be at least one year from the date of acceptance of the Deliverables or from the date of acceptance of any replacement Deliverables, or such longer period as may be required by the Specifications . If the Contractor is not the manufacturer and the Deliverables are covered by a separate manufacturer's warranty, .the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 9. Indemnification. To the fullest extent permitted by law, the Contractor shall defend , indemnify and hold harmless the City, its agents, representatives, officers, officials and employees from and against all claims, damages, losses and expenses (including but not limited to attorney fees and court costs) attributable to bodily injury, sickness, disease, death , or injury to, impainnent, or destruction of property, including loss of use resulting therefrom, to the extent that such claims, damages, losses, and expenses relate to , arise out of, or are alleged to have resulted from the wrongful acts , errors, mistakes, omissions, or defective work or services of the Contractor, its employees, agents , or any tier of subcontractors in the perfonnance of this Contract. l 0. Default. The Contractor shall be in default under this Contract if the Contractor fails to perform any of its obligations under this Contract within ten (10) days after written notice to comply has been mailed by the City to the Contractor ("Event of Default"). 11 . Remedies. Upon the occurrence of an Event of Default, the City may exercise any or all of the following remedies, which are in addition to, and not in lieu of, any other remedies available to the City under law or equity: (a) terminate this Contract and the Contractor's rights under the Contract; (b) procure the Deliverables from another source, and hold the Contractor liable for the difference in cost together with incidental and consequential damages, including costs and reasonable attorney fees; or ( c) hold the Contractor liable for the difference between market price of the Deliverables and the agreed price herein, together with incidental and consequential damages, including costs and reasonable attorney fees. In addition, the City may pursue any available remedy at law or in equity (including specific performance) by suit, action, mandamus or other proceeding to enforce and compel the performance of the Contractor's duties and obligations set forth in this Contract, to enforce or preserve any other rights or interests of the City under thi s Contract or otherwise existing at law or in equity and to recover any damages incurred by the City resulting from such Event of Default. 12. Termination without Cause. The City shall have the right to terminate this Contract, in whole or in part, without cause, at any time upon thirty (30) calendar days ' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds appropriated or otherwise legally available for such purposes, for all goods delivered and B-2 services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 13. Special Tools and Test Equipment. If the price stated in the Contractor's Bid includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of fulfilling this Contract, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 14. Equal Opportunity. (a) In conformity with the Kansas act against discrimination and Chapter 13 of the Salina Code, the Contractor and its subcontractors, if any, agree that: (1) The Contractor shall observe the provisions of the Kansas act against discrimination and Chapter 13 of the Salina Code and in doing so shall not discriminate against any person in the performance of work under this Contract because of race, sex, religion , age, color, national origin, ancestry or disability ; (2) The Contractor shall include in all solicitations, or advertisements for employees, the phrase "equal opportunity employer," or a similar phrase to be approved by the city 's human relations director; (3) If the Contractor fails to comply with the manner in which the Contractor reports to the Kansas human rights comm1ss1on in accordance with the provisions ofK.S.A. 44- 1031 and amendments thereto, the Contractor shall be deemed to have breached this Contract and it may be canceled, terminated or suspended, in whole or in part, by the City; ( 4) If the Contractor is found guilty of a violation of Chapter 13 of the Salina Code or the Kansas act against discrimination under a decision or order of the Salina human relations commission or the Kansas human rights commission which has become final , the Contractor shall be deemed to have breached this Contract and it may be canceled, terminated or suspended, in whole or in part, by the City ; (5) The Contractor shall not discriminate against any employee or applicant for employment in the performance of this Contract because of race, sex, religion, age, color, national origin, ancestry or disability; and (6) The Contractor shall include similar provisions in any subcontract under this Contract. (b) The provisions of this section shall not apply to this Contract if the Contractor: ( 1) Employs fewer than four employees during the term of this Contract; or (2) Contracts with the City for cumulatively $5,000 or less during the City's calendar fiscal year. 15. Taxes. The equipment purchased hereunder is purchased by the City, a tax exempt entity, for public and municipal purposes and the parties understand that this sale shall be exempt from taxation . 16. Patent and Copyright Infringement The Contractor shall be required to pay all royalties and license fees and shall defend, indemnify, and hold harmless the City, its agents, representatives, officers, officials and employees from liability of any nature or kind , including costs and expenses, for or on account of any patented or unpatented invention, process, article, or appliance manufactured or used in the performance of this Contract, including its use by the City. 17 . Non-appropriation. The City is subject to Kansas budget and cash basis laws, and operates on a calendar fiscal year. In the event that this Contract involves financial obligations spanning multiple fiscal years for the City, it is subject to annual appropriation by the City's governing body for future fiscal years. If the City's governing body does not appropriate the funds necessary to fulfill the City's financial obligations pursuant to this Contract, the City shall so notify the other parties to this Contract and this Contract shall be null and void for purposes of the fiscal year(s) affected by the decision of the governing body not to appropriate. 18. Relationship. It is expressly understood that the Contractor, in performing services under this Contract, does so as an independent contractor. The City shall neither have nor exercise any control or direction over the methods by which Contractor performs its services hereunder. The sole interest and responsibility of the City is to see that the services covered by this Contract are performed and rendered in a competent, efficient, and satisfactory manner. The Contractor shall be exclusively responsible for all B-3 taxes, withholding payments, employment-based benefits, deferred compensation plans, including but not limited to its workers compensation and social security obligations, and the filing of all necessary documents, forms , or returns pertinent to the foregoing.\ 19 . Notices. All notices required or permitted to be given pursuant to this Contract shall be in writing and delivered personally or sent by registered or certified mail , return receipt requested, or by generally recognized, prepaid, commercial courier or overnight air courier service. Notice shall be considered given when received on the date appearing on the return receipt, but if the receipt is not returned within five (5) days, then three (3) days after mailed, if sent by registered or certified mail or commercial courier service; or the next business day, if sent by overnight air courier service. Notices to the Contractor shall be to the address specified in the Contractor's Bid, or at such other address as the Contractor may designate via a written notice to the City. Notices to the City shall be addressed to the City of Salina, Attn: City Clerk, P.O. Box 736, Salina, Kansas 67402-0736. 20. Compliance with Applicable Law. The Contractor shall comply w ith all applicable federal , state, and local law in the performance of this Contract. 21. Administration of Agreement All references in this Contract to City's participation or approval shall mean the participation or approval of the City Manager, or his or her designee, unless otherwise provided herein. 22. Attorney Fees. If any suit or action is instituted by either party hereunder, including all appeals, the prevailing party in such suit or action shall be entitled to recover reasonable attorney fees and expenses from the non-prevailing party, in addition to any other amounts to which it may be entitled. 23. Right to Independent Legal Advice. The Contractor understands and acknowledges the right to have this Contract reviewed by legal counsel of the Contractor's choice. 24. Applicable Law; Venue. This Contract and its validity, construction and performance shall be governed by the laws of Kansas. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be in the Saline County, Kansas District Court. 25. Interpretation. This Contract shall be interpreted according to its fair meaning, and not in favor of or against any party. 26. Time. Time is of the essence of this Contract. No extension will be granted unless in writing and signed by the parties. Should the end of a time period fall on a legal holiday that termination time shall extend to 5 :00 p.m. of the next full business day. 27. Severability. The unenforceability, invalidity, or illegality of any provision of this Contract shall not render the other provisions unenforceable, invalid, or illegal. 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. B-4 35. Non-Assignable. Due to the unique qualifications and capabilities of the Contractor, neither the rights nor responsibilities provided for under this Contract shall be assignable by either party, either in whole or in part. 36. Entire Agreement This Contract constitutes the entire agreement between parties and supersedes all prior oral written understandings. This Contract shall not be altered, modified, amended or changed except by written amendment signed by the parties.