2024 V&E - Wood Chipper/Box Combo Unit CITY OF SALINA, KANSAS
AGREEMENT FOR SALE AND PURCHASE OF EQUIPMENT
This Agreement for Sale and Purchase of Equipment ("Agreement") is entered into
n e 3 , 2024, by and between the City of Salina, Kansas (the "City") and Fairbank
Equipment, Inc., a Kansas Corporation(the "Contractor").
Recitals
A. The City issued a Request for Bids requesting sealed Bids for the sale and d by ot�n =(l)
Chipper/Chipper Box Combo Unit and related equipment, accessories, and services `DelivaT,) ").
B. The Contractor was the lowest and best responsive and responsibly Bias'`' •'hose Bid
conformed to the City's Specifications.
C. The City desires to contract for the purchase of the Deliverable§ described m the attached and
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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 therwi yided herein, capitalized words used in this
Agreement shall have the meanings indica •$mquest 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. Te.m chile. The Seller agrees to deliver the Deliverables to F.O.B. City of Salina
Central G.;'age, `; Ash Street Salina, KS, 67401, upon receipt of the Deliverables by the
Contractor '
Payment; Trade-In. In consideration for the Seller's delivery of the Deliverables in
acc•a a 'ce with the Contract Documents,the City shall pay to the Contractor the sum of$59,533.60.
" fid Standard Purchase Terms and Conditions. This Agreement shall be deemed to
'nclude, and shall be subject to, the City's Standard Purchase Terms and Conditions, which are set
'``rth in the attached and incorporated Exhibit B.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
authorized representatives.
CITY OF ' . '' SAS
SiININA
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Mil ae i. Schrage, City Manager 10 , /
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Attest: A.A. I.zt ,...41IGA° ILAALO e'
Nikki Go iing, ity Clerk d
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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) CHIPPER/CHIPPER BOX COMBO UNIT
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 ® Used [ Demo Unit[ Demo units shall carry full new unit warranty.
Mandator /Preferred tion Compli:, , ,•
Mandator Preferred N/A Yes:-
GENERAL
es ''GENERAL SPECIFICATIONS FOR ONE (1)
CHIPPER/CHIPPER BOX COMBO UNIT
A. Chipper/Chipper Box shall be a new [2024] or latest ® H �- "` -A.
model.
B. Unit shall be manufacturers' standard color. I i ® I- -
C. Engine shall be minimum 49.6 horsepower with ® n ❑ — ,
NACD Spring loaded clutch
D. Infeed minimum 29" high X 45" wide tapered infeed ® - C
hopper fold down infeed tray -
E. Feed System Hydraulic lift for top feed wheel ® — _
F. Axle minimum tandem 7,000 pound spring axles I—] ® - n ;
with electric brakes.
G. Hitch 2 '/z pintle hitch ® P _- I- �i rte'
H. Non- skid on tongue and all step on areas ® n I I �l-=1
I. Minimum 5/16 safety chains with spring loaded latch ® ❑ — — _
hooks �' I
J. 360 degree manual swivel discharge with minimum ® I- —
—
of 12"adjustable chip deflector
K. 360 degree chipper turntable with spring loaded lock ® 1- _
pin
L. Control bar around top and side with 3 control -
positions (forward/neutral / reverse) _
M. Minimum of 2 wooden pusher with 1 mount on ® n C ii El
infeed hopper
N. Minimum of 8.5 cubic yard hydraulic chip box ® -1 C -
w/dual rear side opening doors
O. Clean out and inspection door on discharge ® ( I ❑ _',
P. Slide box feed system includes adjustable spring on ❑ Z _ ,
each side with 2 horizontal feed wheels
Q. Last chance safety pull cables ® _ C n
R. Minimum 24 gallon fuel tank with magnetic drain ® _ -—
plug and site gauge - — 'r
S. Additional Information: ,�
Bidder's Comments:
TRADE-IN EQUIPMENT
Mandatory/Preferred Option Compliance
Mandatory`' Preferred N/A Yes
None
DELIVERY INFORMATION
A. Standard manufacturers' warranty shall apply. The
bidder is responsible for the manufacturers' warranty
work and service including travel to and from for onsite
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repairs located at 730 Oakdale Dr, Salina, KS.
B. Window sticker and/or build line sheets must be with ® - r- -
the vehicle at time of delivery.
C. Bidding vendor shall supply two current operator's q
manuals (paper / hard copy), one set of current shop
service manuals (paper / hard copy) to include: power ® —
train, drive train, body of chassis, electrical
troubleshooting, electrical wiring, and current model 1'
parts catalog. 4
D. Inspection of new equipment will be made as soon as
possible upon delivery. Missing equipment or -
otherwise failing to meet the bid specifications will not ® I I
be accepted and will become the vendor's
responsibility.
E. Delivery to be made at: F.O.B. City of Salina
Oakdale Park ® - -
730 Oakdale Dr —
Salina, KS 67401
F. Additional information:
G. 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
information may result in a bid not being considered.
CITY OF SALINA, KANSAS
STANDARD PURCHASE TERMS AND CONDITIONS
1. Contractor's Obligations. The Contractor 6. Invoices. Invoices shall be prepared and
shall fully and timely provide all Deliverables submitted in duplicate to the "ship-to" address
described in the Contractor's Bid in strict accordance specified on the purchase order. Separate invoices are
with the terms, covenants, and conditions of this required for each purchase order. Invoices shall
Contract,the Specifications, and all applicable federal, contain the following information: purchase order
state,and local laws. number, item number, description of goods or
services, sizes, units of measure, quantity, unit price,
2. Effective Date; Term. This Contract shall be and 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
performed in accordance with this Contract. The for goods and services rendered, in one lump sum,
Contractor shall furnish the Deliverables, and provide which shall be due and payable to Contractor within
all related services, on or before the date(s) or within thirty(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
of the Deliverables shall pass to the City only when by the invoice; and (b) the Contractor has provided
clear and unencumbered title to the Deliverables has clear 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 and warrants that all Deliverables shall conform in all
location 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 this Contract; and (iv) all applicable state, federal or
reserves all rights to inspect the Deliverables within a local laws, rules, and regulations, and industry codes
reasonable time after delivery, and to reject defective and standards. These warranties shall be in addition to
or non-conforming goods. Notwithstanding anything any other warranty or guarantee provided by the
to the contrary contained in applicable law or in any Contractor. Unless otherwise stated in the
laws of sales or standards and practices in the Specifications, the Deliverables shall be new
industry, any acknowledgement of receipt or delivery merchandise, and not used or reconditioned. The
of the Deliverables by the City shall not constitute Contractor may not limit, exclude or disclaim the
acceptance by the City or waiver of any defects or forgoing warranties or any warranty implied by law,
nonconformance. Acceptance of the Deliverables and any attempt to do so shall be without force or
shall not be deemed to occur until the City's issuance effect. The warranty period shall be at least one year
of the written Notification of Acceptance to the from the date of acceptance of the Deliverables or
Contractor. The City reserves the right to reject the from the date of acceptance of any replacement
Deliverables, in whole or in part, if the Deliverables Deliverables,or such longer period as may be required
fail in any respect to conform to the Specifications and by the Specifications. If the Contractor is not the
requirements contained in or made a part of the Bid; if manufacturer and the Deliverables are covered by a
they are defective in any respect; or if they have not separate manufacturer's warranty, the Contractor shall
been properly or satisfactorily installed or equipped. transfer and assign such manufacturer's warranty to
If the Deliverables are substantially in compliance the City. If for any reason the manufacturer's
with the Specifications, but are defective or warranty cannot be fully transferred to the City, the
nonconforming to some degree, the City may, in its Contractor shall assist and cooperate with the City to
sole discretion, withhold acceptance until the the fullest extent to enforce such manufacturer's
Deliverables are rendered non-defective and conform warranty for the benefit of the City.
in every respect to the Contract.
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9. Indemnification. To the fullest extent available for such purposes, for all goods delivered
permitted by law, the Contractor shall defend, and services performed and obligations incurred prior
indemnify and hold harmless the City, its agents, to the date of termination in accordance with the terms
representatives, officers, officials and employees from 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
costs) attributable to bodily injury, sickness, disease, price stated in the Contractor's Bid includes the cost
death, or injury to, impairment, or destruction of of any special tooling or special test equipment
property, including loss of use resulting therefrom, to fabricated or required by the Contractor for the
the extent that such claims, damages, losses, and purpose of fulfilling this Contract,such special tooling
expenses relate to, arise out of, or are alleged to have equipment and any process sheets related thereto shall
resulted from the wrongful acts, errors, mistakes, become the property of the City and shall be identified
omissions, or defective work or services of the by the Contractor as 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 Chapter 13 of the Salina Code and in doing
of Default, the City may exercise any or all of the so shall not discriminate against any person
following remedies, which are in addition to, and not in the performance of work under this
in lieu of, any other remedies available to the City Contract because of race, sex, religion, age,
under law or equity: (a) terminate this Contract and color,national origin,ancestry or disability;
the 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 solicitations, or advertisements for
with incidental and consequential damages, including employees, the phrase "equal opportunity
costs and reasonable attorney fees; or (c) hold the employer," or a similar phrase to be
Contractor liable for the difference between market approved by the city's human relations
price of the Deliverables and the agreed price herein, director;
together with incidental and consequential damages,
including costs and reasonable attorney fees. In (3) If the Contractor fails to comply with the
addition,the City may pursue any available remedy at manner in which the Contractor reports to
law or in equity (including specific performance) by the Kansas human rights commission in
suit, action, mandamus or other proceeding to enforce accordance with the provisions of K.S.A.44-
and compel the performance of the Contractor's duties 1031 and amendments thereto, the
and obligations set forth in this Contract,to enforce or Contractor shall be deemed to have breached
preserve any other rights or interests of the City under this Contract and it may be canceled,
this Contract or otherwise existing at law or in equity terminated or suspended, in whole or in part,
and to recover any damages incurred by the City by the City;
resulting from such Event of Default.
(4) If the Contractor is found guilty of a
12. Termination without Cause. The City shall violation of Chapter 13 of the Salina Code or
have the right to terminate this Contract, in whole or the Kansas act against discrimination under a
in part, without cause, at any time upon thirty (30) decision or order of the Salina human
calendar days' prior written notice. Upon receipt of a relations commission or the Kansas human
notice of termination, the Contractor shall promptly rights commission which has become final,
cease all further work pursuant to the Contract, with the Contractor shall be deemed to have
such exceptions, if any, specified in the notice of breached this Contract and it may be
termination. The City shall pay the Contractor, to the canceled, terminated or suspended, in whole
extent of funds appropriated or otherwise legally or in part, by the City;
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(5) The Contractor shall not discriminate against performs its services hereunder. The sole interest and
any employee or applicant for employment responsibility of the City is to see that the services
in the performance of this Contract because covered by this Contract are performed and rendered
of race, sex, religion, age, color, national in a competent, efficient, and satisfactory manner.
origin, ancestry or disability; and The Contractor shall be exclusively responsible for all
taxes, withholding payments, employment-based
(6) The Contractor shall include similar benefits, deferred compensation plans, including but
provisions in any subcontract under this not limited to its workers compensation and social
Contract. security obligations, and the filing of all necessary
documents, forms, or returns pertinent to the
(b) The provisions of this section shall not apply to foregoing.\
this Contract if the Contractor:
19. Notices. All notices required or permitted to
(1) Employs fewer than four employees during be given pursuant to this Contract shall be in writing
the term of this Contract; or and delivered personally or sent by registered or
certified mail, return receipt requested, or by generally
(2) Contracts with the City for cumulatively recognized, prepaid, commercial courier or overnight
$5,000 or less during the City's calendar air courier service. Notice shall be considered given
fiscal year. when received on the date appearing on the return
receipt, but if the receipt is not returned within five (5)
15. Taxes. The equipment purchased hereunder days, then three (3) days after mailed, if sent by
is purchased by the City, a tax exempt entity, for registered or certified mail or commercial courier
public and municipal purposes and the parties service; or the next business day, if sent by overnight
understand that this sale shall be exempt from air courier service. Notices to the Contractor shall be to
taxation. the address specified in the Contractor's Bid, or at such
other address as the Contractor may designate via a
16. Patent and Copyright Infringement. The written notice to the City. Notices to the City shall be
Contractor shall be required to pay all royalties and addressed to the City of Salina, Attn: City Clerk, P.O.
license fees and shall defend, indemnify, and hold Box 736,Salina,Kansas 67402-0736.
harmless the City, its agents, representatives, officers,
officials and employees from liability of any nature or 20. Compliance with Applicable Law. The
kind, including costs and expenses, for or on account Contractor shall comply with all applicable federal,
of any patented or unpatented invention, process, state, and local law in the performance of this
article, or appliance manufactured or used in the Contract.
performance of this Contract, including its use by the
City. 21. Administration of Agreement. All references
in this Contract to City's participation or approval shall
17. Non-appropriation. The City is subject to mean the participation or approval of the City Manager,
Kansas budget and cash basis laws, and operates on a or his or her designee,unless otherwise provided herein.
calendar fiscal year. In the event that this Contract
involves financial obligations spanning multiple fiscal 22. Attorney Fees. If any suit or action is instituted
years for the City, it is subject to annual appropriation by either party hereunder, including all appeals, the
by the City's governing body for future fiscal years. prevailing party in such suit or action shall be entitled to
If the City's governing body does not appropriate the recover reasonable attorney fees and expenses from the
funds necessary to fulfill the City's financial non-prevailing party, in addition to any other amounts to
obligations pursuant to this Contract, the City shall so which it may be entitled.
notify the other parties to this Contract and this
Contract shall be null and void for purposes of the 23. Right to Independent Legal Advice. The
fiscal year(s)affected by the decision of the governing Contractor understands and acknowledges the right to
body not to appropriate. have this Contract reviewed by legal counsel of the
Contractor's choice.
18. Relationship. It is expressly understood that
the Contractor, in performing services under this 24. Applicable Law; Venue. This Contract and its
Contract, does so as an independent contractor. The validity, construction and performance shall be
City shall neither have nor exercise any control or governed by the laws of Kansas. In the event of any
direction over the methods by which Contractor legal action to enforce or interpret this Contract,the sole
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and exclusive venue shall be in the Saline County, only and shall not affect the interpretation of any
Kansas District Court. provision hereof.
25. Interpretation. This Contract shall be 34. Binding Effect. This Contract shall extend to
interpreted according to its fair meaning, and not in and bind the heirs, executors, administrators, trustees,
favor of or against any party. successors and authorized assigns of the parties hereto.
26. Time. Time is of the essence of this Contract. 35. Non-Assignable. Due to the unique
No extension will be granted unless in writing and qualifications and capabilities of the Contractor, neither
signed by the parties. Should the end of a time period the rights nor responsibilities provided for under this
fall on a legal holiday that termination time shall extend Contract shall be assignable by either party, either in
to 5:00 p.m.of the next full business day. whole or in part.
27. Severability. The unenforceability, invalidity, 36. Entire Agreement. This Contract constitutes
or illegality of any provision of this Contract shall not the entire agreement between parties and supersedes
render the other provisions unenforceable, invalid, or all prior oral written understandings. This Contract
illegal. shall not be altered, modified, amended or changed
except 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
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