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05-17-2023 Foley Equipment Company Vehicle and EquipmentCITY OF SALINA, KANSAS AGREEMENT FOR SALE AND PURCHASE OF EQUIPMENT This Agreement for Sale and Purchase of Equipment ("Agreement") is entered into the l1_ti. day of May, 2023, by and between the City of Salina, Kansas (the "City") and Foley Equipment Company, a Kansas corporation , (the "Contractor"). Recitals A. The City issued a Request for Bids requesting sealed Bids for the sale and delivery of one (1) Landfill Dozer and any related equipment, accessories , and services ("Deliverables"). B. The Contractor was not the lowest Bidder but said Bid was the only Bid to conform 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 City of Salina, Central Garage, 418 E. Ash , Salina, Kansas 67401 , within 3 to 6 months after receipt of order. 5. Payment; Trade-In . 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 $946 ,943.00 , less the value of th e trade in equipment at the time of trade in , 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. AG-1 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their authorized representatives. FOLEY EQUIPMENT COMP ANY By ~L~ :J.G9C t'e,., nee (name) /,.-,.,..,_ ,4.J./( d-4-title) AG-2 Exhibit A Description of Deliverables A check mark response acknowledging compliance shall be provided in the appropriate blocks below for all entries . Any additions , deviations or variances from the below specifications shall be expressly identified and thoroughly explained . However, failure to provide this information or failure to meet minimum mandatory specifications shall result in a bid not being considered . It shall be the City's sole discretion to consider variances . If the boxes are not properly checked or a vendor fails to meet precise bid specifications or approved variances , that bid shall not be considered . GENERAL DOZER SPECIFICATIONS A. Model ear shall be 2023 or newer. C . Waste Handler model. D. Vehicle a lication: Landfill waste handler dozer. F. Additional Information: G . Bidder's Comments: ENGINE SPECIFICATIONS A. Diesel , inline , six-c linder desi n . B. Minimum: engine power 300 HP @1440 RPM per ISO 14396 C . Federal emission com liant. Non ERG cooler. D. Exhaust system shall meet newest Tier 4 em issions standards . E. Engine protection to include alarm sensors for oil and coolant tern eratures . F. After cooler, air to air H . I. Pre cleaner screen , hi h debris with dust e·ector. J. Air intake system : minimum dual element air cleaner with e lectronic service indicator. K . Ether start aid. L. Additional comments : M . Bidder's comments : TRANSMISSION/FINALS/STEERING A. Transmission : Electronically controlled power shift 3 or 4 s eed . B. D D D D D D D D D D D D D D D D D D. E . F. Additional information: G. Bidder's comments : COOLANT SYSTEM Exhibit A Description of Deliverables A. Coolant: extended life coolant rated to -35° F. B. High debris cooling system with hydraulic auto reverse fan and trash resistant radiator . C. Heater lines shut off valves D. Coolant block heater, minimum 120 volt/1000 watt. E. Additional information: F. Bidder's comments : FUEL A. Basic tank s stem, no fast fill. B. Shut off and drain valves . C. Fuel/water se arator. D. Additional Information : E. Bidder 's comments: UNDERCARRIAGE B. E ualizer maintenance free . C. Idlers , lifetime lubricated , 2 er side. G. Track roller frames tubular . H. I. laceable . J. Front striker bar. K. Additional information: L. Bidder's comments: CAB D D D D D D D D D D D D D D Exhibit A Description of Deliverables A. One piece cab , sound suppressed with integrated ROPS and FOPS B. 8" cluster display to include all operational sensor tern eratures , ressures , fuel and DEF levels . C . D . E. Laminated safet lass , slidin w indows on sides. F. Manufacturer's HVAC system with auto reversing fans. H. I. J . K . L. controls . M . N. Rearview mirro r. 0 . Retractab le seat belt. T. Quick access cab floor. V. Addit ional information : W . Bidder's comments : ELECTRICAL SYSTEM A. Minimum , ducted 150 amp , 24-volt heavy duty brushless alternator. B. HD maintenance free batteries C. Electrical system protected by circuit breakers and fuses . D. Starter motor to be 24-volt with thermal over-crank rotection . E. Minimum 6 LED work Ii F. G . H. ~ ~ ~ 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 D D D D D D D D D D Exhibit A Description of Deliverables I. Back-up alarm with minimum 100 dba installed; activated when vehicle is laced in reverse ear. K. start . L. 0 . Additional information: P. Bidder's comments: PAINT A. Machine shall be painted manufacturer's standard colors and scheme. B. All machine decals a lied . C . Additional information: D. Bidder's comments : GUARDS/HANDLES A. Li hts. B . Finals. C. Fuel tank. D. Hin ed rear window screen. E . AC condenser. F. Bottom, heav dut , sealed . G. Engine enclosure basic with doors perforated and hin ed. K. Additional information : Forestry Sweeps are not needed for this landfill acka e dozer. L. Bidder's comments: LUBRICATION A. B . C . 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 Exhibit A Description of Deliverables ATTACHMENTS A. Winch : Paccar winch variable speed to include all connections , controls with integrated fairlead and drawbar. B. Blade: semi-universal landfill with tilt. C. Fire suppression system. Dry chemical only . Ability to have serviced locally to Salina Ks. area. Annual ins ection. D . Seal acka e for waste handler model dozer. E. F. Additional information : G . Bidder's comments : WARRANTY A. Extended Warranty for 5 years , 10 ,000 hrs . or whichever comes first. B. Successful bidder shall provide 2 signed copies of warrant documents. Mandato Preferred N/A Yes ~Mli!ol\l':'iilill""t:l·i•1f '·'·~ ~ D D ~ D D D D D D D D Exhibit A Description of Deliverables C. Location where all warranty , repair and service shall be performed . Name: ,£.tj Ej;•(t~;rl: ~~;:et~~ jtt ~:;;; ( POC ~M ie < M 'Lr11,.J Email : ~~hw :kc tJ gCo ktif.· <'1;·~ Tel#: 7 (5'-s 77-Cl?7C Website: LAl1<>la l t,'4f.r.• 41n This location should ~~pable of performing all warranty repair and service for the full life of the warranty. If bidder selects a facility/location fo r warranty repairs and services that result in greater than warranty-approved costs , then bidder agrees to pay full warranty amount and any differences in costs to cover all expenses related to the repair/service work from this facility/location. The City is not responsible for any addit ional fees or char es related to this work. D. Additional information : Successful bidder to provide contract documents for service agreements upon delivery of dozer. Service agreement documents will be signed by City after acce tance of the schedule and cost. E . Bidder's comments : VEHICLE INFORMATION A. B . Add itional i nformation : C. Bidder's comments : LITERATURE AND TRAINING A. Successful bidder shall furnish one (1) electronic set of manuals for landfill dozer covering operator, shop service , parts , electrical , power train , h draulics , coolant , fuel , bod and frame . B . Successful bidder shall furnish one (1) set of manuals for winch service and arts catalo . Exhibit A Description of Deliverables C . D. Additional information : E. Bidder's comments : INSPECTION, DELIVERY AND TRADE-IN VEHICLES A. Anticipated delivery date : 0-3 months Preferred delivery 3-6 months X 6-9 months 9-12 months 12+ months ---- B. Inspection of new equipment shall be made as soon as ossible u on deliver . C . Vehicle with missing equipment or otherwise failing to meet the specifications shall not be accepted and shall become the vendor's res onsibilit . D. Delivery of vehicle is: F.O.B. City of Salina Salina Landfill 4292 S . Burma Rd Salina , KS 67401 E . 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. If available window sticker shall be left on the machine. F . Trade in equipment will not be available to vender until dozer is laced in service . G. Additional information : D D D D D D D D D D D H . Bidder's comments : .0·7 Tto. e. wi I( N<e lo ~ td~fb.~ :e. . r l(p · 'fl'lkdt N'-\~f lo ~j(e. Utre. p1c c::/e ~l'rltcll'--taJJJi/)tJ.J~~t r#,;/,.l~t!i' kp:' k~:t f; A check mark response acknowledging compliance shall be provided in the appropriate blocks above for all entries. Any additions , deviations or variances from the above specifications shall be expressly identified and thoroughly explained . However, failure to provide this information or failure to meet m inimum mandatory specifications shall result in a bid not being considered . It shall be the City 's sole discretion to consider variances. If the boxes are not properly checked or Exhibit A Description of Deliverables a vendor fails to meet precise bid specifications or approved variances , that bid shall not be considered . TRADE-IN EQUIPMENT UNIT: #1851 2010 D7RDS Caterpillar Waste Handler Dozer CPT rebuild 2017, rebuilt engine 2020 , rebuild undercarriage/transmission/finals/torque converter 2022 . Paccar winch , AMEX fire suppression system. VIN: S/N 7ZR25709 AEC02404 ASSET: 15770 HOURS : as of 1/6/2023 27 ,336) (Engine-4 ,312) (undercarriage/trans/finals/TC -728) (frame ?J/O Jy7 /2 Tr1.dc ://S-Clr ood , VJ,'f/ ;v~J 0 j e µfe N /J£ ,....J Jl'}'tl/tCJ., ~ e CITY OF SALINA, KANSAS STANDARD PURCHASE TERMS AND CONDITIONS I. 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 re lated 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 pennitted 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 , impairment, 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 performance of this Contract. 10. 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 this 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 le g ally B-2 available for such purposes, for all goods delivered and 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 s pecial test equipment fabricated or required by th e Contractor for the purpose offulfilling 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: (I) 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 m 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 commission in accordance with the provisions of K.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 ifthe Contractor: (I) 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 . ln 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. ft 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 B-3 perfonns its services hereunder. The sole interest and responsibility of the City is to see that the services covered by this Contract are perfonned and rendered in a competent, efficient, and satisfactory manner. The Contractor shall be exclusively responsible for all 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 with 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. 1n the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be m 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 B-4 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. 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.