2024 V&E - Miscellaneous Rough Mower CITY OF SALINA, KANSAS
AGREEMENT FOR SALE AND PURCHASE OF EQUIPMENT
This Agreement for Sale and Purchase of Equipment ("Agreement") is entered into
une 3 , 2024, by and between the City of Salina, Kansas (the "City") and Professional Turf
Products, L.P., a Kansas limited partnership (the"Contractor").
Recitals
A. The City issued a Request for Bids requesting sealed Bids for the sale and delivery of;:One-(l)
New Miscellaneous Rough Mower and related equipment, accessories, and services ("Delivera e-§").
B. The Contractor was the lowest and best responsive and responsible Bidder Bid
conformed to the City's Specifications. ''
C. The City desires to contract for the purchase of the Deliverable ; e ib ' m the attached and
incorporated Exhibit A, in compliance with federal, state, and loc... eg bat -
t �.
D. The Contractor has the requisite qualifications and' exp- ien E to furnish the Deliverables
needed by the City and desires to furnish the Deliverable .... s t '''0*-' '= terms of this Agreement.
The parties, in consideration of the mutual pro ' ; s s `` forth in this Agreement, agree and
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covenant:
1. Definitions. Except as other r ided herein, capitalized words used in this
Agreement shall have the meanings indica i a quest for Bids.
2. Contract Documents. Vii'. • _a Bement, together with the Request for Bids and the
Contractor's Bid, including accomp n .v. ai anties, shall comprise the"Contract Documents."
,s,.
3. Sale of Deliver- es.':Te Contractor agrees to sell, and the City agrees to buy, the
Deliverables specified in = 4 W"1' _ and incorporated Exhibit A, all in accordance with the Contract
Documents. x'
4. Term c Vale. The Seller agrees to deliver the Deliverables to F.O.B. City of Salina
Central G gS
;• 1 Y Street Salina, KS, 67401, within 45 days of the date of this agreement.
5. Pent; Trade-In. In consideration for the Seller's delivery of the Deliverables in
accord..' e withihe Contract Documents, the City shall pay to the Contractor the sum of$52,363.36.
Standard Purchase Terms and Conditions. This Agreement shall be deemed to
c Oland shall be subject to, the City's Standard Purchase Terms and Conditions, which are set
orth 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 41 , , A ."AS Ara."
A
By: irri...5-0 By:_ilk
Ik
ii, lac! D. chrage,City Manager j �
I 'S id// /!.s 4 (name)
/ I, -t' `1/` (title)
Attest: .� .wAVA. .44 .
Nikki G,., ;, 1-erk
lorm: /
Leg Counsel - --
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-
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 (1) MISC. ROUGH MOWER WITH MULTIPLE
ATTACHMENTS
PLEASE MAKE SURE TO INCLUDE THE EXACT MAKE AND MODEL OF THE
VEHICLE YOU ARE BIDDING, AND THAT YOU SELECT THE APPROPRIATE CHECK
BOX IN EACH ROW OF THE COMPLIANCE SECTION.
TYPE: New 0 Used ❑ Demo Unit❑ Demo units shall carry full new unit warranty.
Mandatory/Preferred Option Compliance
Mandatory Preferred N/A Yes o
GENERAL SPECIFICATIONS (1) mower
Model: Shall be a new(2024) Misc. rough mower with
an articulating frame with dual wheels that provides at
least 29 degrees of slope rating, with capabilities for ® n ❑ 0
multiple front mount attachments. Including a flex deck
rotary mower, and a tough cut mower deck _
Color: Manufacturers' standard color ® 0 0 0
Engine: Minimum 31 engine HP liquid cooled ® _ 0 0 0
Fuel Capacity:must be at least 5 gallons �� ❑ ❑
Electrical: 12-volt with minimum 50 amp alternator, ❑ ❑
al
OEM headlights
Tires: dual wheels with all-terrain tires 11 ❑ 0 0
Efficiency: must have a transport speed of 10 mph,and ® ❑ ❑ Ed
an operating speed of 5 mph
Steering: tilt steering wheel ❑ 0
Instruments: Fuel gauge, hour meter, digital slope ® 0 ❑
indicator with warning system.
Attachments: bid must include a flex deck rotary
mower, and a tough cut deck. Must have capabilities to ❑ ❑ ❑
have a boom mower, trencher, power rake, aera-vator,
turbine blower, sod cutter, stump grinder, tiller, and
seeder. All attachments must be manufactured by same
manufacturer as the power unit.
Weight Transfer:adjustable weight transfer system
Maintenance: Successful bidder must provide a
complete set of digital parts and technical service �� n ❑ EI
manuals covering all aspects of mower repair including
electrical and hydraulic systems.
Mandatory Preferred N/A Yes No
Safety: ANSI compliant and must meet DOT ® ❑
requirements.
Warranty Service: Manufacturer's standard warranty
to include on site repairs and travel expenses to and from I ( n U ' �J
the Municipal Golf Course.
Inspection: Inspection of the equipment will be
performed as soon as possible upon delivery. Mower _
with missing equipment or otherwise failing to meet �1 n ❑ X I L
specifications will not be accepted and will become the
vendors' responsibility.
A. Delivery: F.O.B. City of Salina
Central Garage
418 East Ash St ,
Salina,KS 67401 .
Additional Information: any questions can be directed to Ethan Swartzman Golf Course Superintendent
at(785)534-0403
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. All deviations or variances from the above
specifications shall be expressly identified and explained. Failure to provide this information
may result in a bid not being considered.
Exhibit B
CITY OF SALINA, KANSAS
STANDARD PURCHASE TERMS AND CONDITIONS
1. Contractor's Obligations. The Contractor Deliverables are rendered non-defective and conform
shall fully and timely provide all Deliverables in every respect to the Contract.
described in the Contractor's Bid in strict accordance
with the terms, covenants, and conditions of this 6. Invoices. Invoices shall be prepared and
Contract,the Specifications, and all applicable federal, submitted in duplicate to the "ship-to" address
state, and local laws. specified on the purchase order. Separate invoices are
required for each purchase order. Invoices shall
2. Effective Date; Term. This Contract shall be contain the following information: purchase order
effective as of the date of the City's purchase order, number, item number, description of goods or
and shall continue in effect until all obligations are services, sizes, units of measure, quantity, unit price,
performed in accordance with this Contract. The and extended totals.
Contractor shall furnish the Deliverables, and provide
all related services, on or before the date(s) or within 7. Payment. The City shall pay the Contractor
the time(s)specified in the Contractor's Bid. for goods and services rendered, in one lump sum,
which shall be due and payable to Contractor within
3. Title & Risk of Loss. Title to and risk of loss thirty (30) calendar days after the City's receipt of the
of the Deliverables shall pass to the City only when invoice. Provided, however, that no payment shall be
clear and unencumbered title to the Deliverables has due until after: (a)the City has issued a Notification of
been furnished to the City and Notification of Acceptance with respect to all Deliverables covered
Acceptance has been issued by the City. by the invoice; and (b) the Contractor has provided
clear and unencumbered title to the Deliverables. No.
4. Delivery Terms and Transportation Charges. C.O.D.s will be accepted.
All deliveries shall be F.O.B. destination with all
transportation and handling charges paid by the 8. Warranties. The Contractor warrants and
Contractor. The place of delivery shall be that represents that all Deliverables sold to the City under
location set forth in the purchase order. this Contract shall be free from defects in design,
workmanship or manufacture, and further represents
5. Inspections; Rejection; Withholding and warrants that all Deliverables shall conform in all
Acceptance Pending Cure. The City expressly material respects to: (i) the Specifications, drawings,
reserves all rights to inspect the Deliverables within a and descriptions; (ii) any samples furnished by the
reasonable time after delivery, and to reject defective Contractor; (iii)the terms, covenants and conditions of
or non-conforming goods. Notwithstanding anything this Contract; and (iv) all applicable state, federal or
to the contrary contained in applicable law or in any local laws, rules, and regulations, and industry codes
laws of sales or standards and practices in the and standards. These warranties shall be in addition to
industry, any acknowledgement of receipt or delivery any other warranty or guarantee provided by the
of the Deliverables by the City shall not constitute Contractor. Unless otherwise stated in the
acceptance by the City or waiver of any defects or Specifications, the Deliverables shall be new
nonconformance. Acceptance of the Deliverables merchandise, and not used or reconditioned. The
shall not be deemed to occur until the City's issuance Contractor may not limit, exclude or disclaim the
of the written Notification of Acceptance to the forgoing warranties or any warranty implied by law,
Contractor. The City reserves the right to reject the and any attempt to do so shall be without force or
Deliverables, in whole or in part, if the Deliverables effect. The warranty period shall be at least one year
fail in any respect to conform to the Specifications and from the date of acceptance of the Deliverables or
requirements contained in or made a part of the Bid; if from the date of acceptance of any replacement
they are defective in any respect; or if they have not Deliverables, or such longer period as may be required
been properly or satisfactorily installed or equipped. by the Specifications. If the Contractor is not the
If the Deliverables are substantially in compliance manufacturer and the Deliverables are covered by a
with the Specifications, but are defective or separate manufacturer's warranty, the Contractor shall
nonconforming to some degree, the City may, in its transfer and assign such manufacturer's warranty to
sole discretion, withhold acceptance until the the City. If for any reason the manufacturer's
warranty cannot be fully transferred to the City, the
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Exhibit B
Contractor shall assist and cooperate with the City to notice of termination, the Contractor shall promptly
the fullest extent to enforce such manufacturer's cease all further work pursuant to the Contract, with
warranty for the benefit of the City. such exceptions, if any, specified in the notice of
termination. The City shall pay the Contractor, to the
9. Indemnification. To the fullest extent extent of funds appropriated or otherwise legally
permitted by law, the Contractor shall defend, available for such purposes, for all goods delivered
indemnify and hold harmless the City, its agents, and services performed and obligations incurred prior
representatives, officers, officials and employees from to the date of termination in accordance with the terms
and against all claims, damages, losses and expenses hereof.
(including but not limited to attorney fees and court
costs) attributable to bodily injury, sickness, disease, 13. Special Tools and Test Equipment. If the
death, or injury to, impairment, or destruction of price stated in the Contractor's Bid includes the cost
property, including loss of use resulting therefrom, to of any special tooling or special test equipment
the extent that such claims, damages, losses, and fabricated or required by the Contractor for the
expenses relate to, arise out of, or are alleged to have purpose of fulfilling this Contract, such special tooling
resulted from the wrongful acts, errors, mistakes, equipment and any process sheets related thereto shall
omissions, or defective work or services of the become the property of the City and shall be identified
Contractor, its employees, agents, or any tier of by the Contractor as such.
subcontractors in the performance of this Contract.
14. Equal Opportunity.
10. Default. The Contractor shall be in default
under this Contract if the Contractor fails to perform (a) In conformity with the Kansas act against
any of its obligations under this Contract within ten discrimination and Chapter 13 of the Salina
(10) days after written notice to comply has been Code, the Contractor and its subcontractors, if
mailed by the City to the Contractor ("Event of any, agree that:
Default").
(1) The Contractor shall observe the provisions
11. Remedies. Upon the occurrence of an Event of the Kansas act against discrimination and
of Default, the City may exercise any or all of the Chapter 13 of the Salina Code and in doing
following remedies, which are in addition to, and not so shall not discriminate against any person
in lieu of, any other remedies available to the City in the performance of work under this
under law or equity: (a) terminate this Contract and Contract because of race, sex, religion, age,
the Contractor's rights under the Contract; (b) procure color, national origin, ancestry or disability;
the Deliverables from another source, and hold the
Contractor liable for the difference in cost together (2) The Contractor shall include in all
with incidental and consequential damages, including solicitations, or advertisements for
costs and reasonable attorney fees; or (c) hold the employees, the phrase "equal opportunity
Contractor liable for the difference between market employer," or a similar phrase to be
price of the Deliverables and the agreed price herein, approved by the city's human relations
together with incidental and consequential damages, director;
including costs and reasonable attorney fees. In
addition, the City may pursue any available remedy at (3) If the Contractor fails to comply with the
law or in equity (including specific performance) by manner in which the Contractor reports to
suit, action, mandamus or other proceeding to enforce the Kansas human rights commission in
and compel the performance of the Contractor's duties accordance with the provisions of K.S.A. 44-
and obligations set forth in this Contract, to enforce or 1031 and amendments thereto, the
preserve any other rights or interests of the City under Contractor shall be deemed to have breached
this Contract or otherwise existing at law or in equity this Contract and it may be canceled,
and to recover any damages incurred by the City terminated or suspended, in whole or in part,
resulting from such Event of Default. by the City;
12. Termination without Cause. The City shall (4) If the Contractor is found guilty of a
have the right to terminate this Contract, in whole or violation of Chapter 13 of the Salina Code or
in part, without cause, at any time upon thirty (30) the Kansas act against discrimination under a
calendar days' prior written notice. Upon receipt of a decision or order of the Salina human
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Exhibit B
relations commission or the Kansas human fiscal year(s)affected by the decision of the governing
rights commission which has become final, body not to appropriate.
the Contractor shall be deemed to have
breached this Contract and it may be 18. Relationship. It is expressly understood that
canceled, terminated or suspended, in whole the Contractor, in performing services under this
or in part, by the City; Contract, does so as an independent contractor. The
(5) The Contractor shall not discriminate against City shall neither have nor exercise any control or
any employee or applicant for employment direction over the methods by which Contractor
in the performance of this Contract because performs its services hereunder. The sole interest and
of race, sex, religion, age, color, national responsibility of the City is to see that the services
origin, ancestry or disability; and covered by this Contract are performed and rendered
in a competent, efficient, and satisfactory manner.
(6) The Contractor shall include similar The Contractor shall be exclusively responsible for all
provisions in any subcontract under this taxes, withholding payments, employment-based
Contract. benefits, deferred compensation plans, including but
not limited to its workers compensation and social
(b) The provisions of this section shall not apply to security obligations, and the filing of all necessary
this Contract if the Contractor: documents, forms, or returns pertinent to the
foregoing.\
(1) Employs fewer than four employees during
the term of this Contract;or 19. Notices. All notices required or permitted to
be given pursuant to this Contract shall be in writing
(2) Contracts with the City for cumulatively and delivered personally or sent by registered or
$5,000 or less during the City's calendar certified mail, return receipt requested, or by generally
fiscal year. recognized, prepaid, commercial courier or overnight
air courier service. Notice shall be considered given
15. Taxes. The equipment purchased hereunder when received on the date appearing on the return
is purchased by the City, a tax exempt entity, for receipt, but if the receipt is not returned within five (5)
public and municipal purposes and the parties days, then three (3) days after mailed, if sent by
understand that this sale shall be exempt from registered or certified mail or commercial courier
taxation. service; or the next business day, if sent by overnight
air courier service. Notices to the Contractor shall be to
16. Patent and Copyright Infringement. The the address specified in the Contractor's Bid, or at such
Contractor shall be required to pay all royalties and other address as the Contractor may designate via a
license fees and shall defend, indemnify, and hold written notice to the City. Notices to the City shall be
harmless the City, its agents, representatives, officers, addressed to the City of Salina, Attn: City Clerk, P.O.
officials and employees from liability of any nature or Box 736,Salina, Kansas 67402-0736.
kind, including costs and expenses, for or on account
of any patented or unpatented invention, process, 20. Compliance with Applicable Law. The
article, or appliance manufactured or used in the Contractor shall comply with all applicable federal,
performance of this Contract, including its use by the state, and local law in the performance of this
City. Contract.
17, Non-appropriation. The City is subject to 21. Administration of Agreement. All references
Kansas budget and cash basis laws, and operates on a in this Contract to City's participation or approval shall
calendar fiscal year. In the event that this Contract mean the participation or approval of the City Manager,
involves financial obligations spanning multiple fiscal or his or her designee,unless otherwise provided herein.
years for the City, it is subject to annual appropriation
by the City's governing body for future fiscal years. 22. Attorney Fees. If any suit or action is instituted
If the City's governing body does not appropriate the by either party hereunder, including all appeals, the
funds necessary to fulfill the City's financial prevailing party in such suit or action shall be entitled to
obligations pursuant to this Contract, the City shall so recover reasonable attorney fees and expenses from the
notify the other parties to this Contract and this non-prevailing party,in addition to any other amounts to
Contract shall be null and void for purposes of the which it may be entitled.
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Exhibit B
23. Right to Independent Legal Advice. The beneficiaries under this Contract, and no third parties
Contractor understands and acknowledges the right to shall have any rights or make any claims hereunder.
have this Contract reviewed by legal counsel of the
Contractor's choice. 32. Feminine-Masculine, Singular-Plural.
Wherever used, singular shall include the plural, plural
24. Applicable Law; Venue. This Contract and its the singular, and use of any gender shall include all
validity, construction and performance shall be genders.
governed by the laws of Kansas. In the event of any
legal action to enforce or interpret this Contract, the sole 33. Headings.The headings of the sections of this
and exclusive venue shall be in the Saline County, Contract are included for the purposes of convenience
Kansas District Court. only and shall not affect the interpretation of any
provision hereof.
25. Interpretation. This Contract shall be
interpreted according to its fair meaning, and not in 34. Binding Effect. This Contract shall extend to
favor of or against any party. and bind the heirs, executors, administrators, trustees,
successors and authorized assigns of the parties hereto.
26. Time. Time is of the essence of this Contract.
No extension will be granted unless in writing and 35. Non-Assignable. Due to the unique
signed by the parties. Should the end of a time period qualifications and capabilities of the Contractor, neither
fall on a legal holiday that termination time shall extend the rights nor responsibilities provided for under this
to 5:00 p.m.of the next full business day. Contract shall be assignable by either party, either in
whole or in part.
27. Severability. The unenforceability, invalidity,
or illegality of any provision of this Contract shall not 36. Entire Agreement. This Contract constitutes
render the other provisions unenforceable, invalid, or the entire agreement between parties and supersedes
illegal. all prior oral written understandings. This Contract
shall not be altered, modified, amended or changed
28. Amendments. Neither this Contract nor any of except by written amendment signed by the parties.
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
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