2024 V&E - 25 Yard Rear Load Packer Truck CITY OF SALINA, KANSAS
AGREEMENT FOR SALE AND PURCHASE OF EQUIPMENT
This_.0571::52 ,Agreement nfor Sale and Purchase of Equipment ("Agreement") is entered into
6/3, 2024, by and between the City of Salina, Kansas (the "City") and TLG Operations,
LLC dba Truck Component Services, a Missouri limited liability company (the"Contractor").
Recitals ,s
A. The City issued a Request for Bids requesting sealed Bids for the sale and dclive vf;One-(1)
25 Yard Rear Load Packer Truck 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 DeliverabfaSi.dcseribed in the attached and
incorporated Exhibit A, in compliance with federal, state,and local regUIatibtts .
Ity
D. The Contractor has the requisite qualifications anti' cxperienee to furnish the Deliverables
needed by the City and desires to furnish the Deliverables pu suant 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 thcr vise provided herein, capitalized words used in this
Agreement shall have the meanings indicated ui'the Request for Bids.
Wit.
2. Contract Documents. lliis;,Agreement, together with the Request for Bids and the
Contractor's Bid, including accompa ging,warranties,shall comprise the"Contract Documents." i
3. Sale of Deliverables.‘The •
Contractor agrees to sell, and the City agrees to buy, the
Deliverables specified in the-attaehed'and incorporated Exhibit A, all in accordance with the Contract
Documents. r;?
1
4. TerniCScl cduie. The Seller agrees to deliver the Deliverables to F.O.B. City of Salina i
Central Gauge, 41-81:. Ash Street Salina, KS, 67401, within 450 days of the date of this Agreement. i
i
5. Payment; Trade-In. In consideration for the Seller's delivery of the Deliverables in i
accord t� with`the Contract Documents, the City shall pay to the Contractor the sum of S228,539.00 i
an. ' i and transfer to the Contractor, after the City has received and accepted the Deliverables, all
� � Request for Bids.
f• 'm trade-in equipment described in the eq
6. Standard Purchase Terns and Conditions. This Agreement shall be deemed to
elude, and shall be subject to, the City's Standard Purchase Terms and Conditions, which are set 1
forth in the attached and incorporated Exhibit 13.
i
}
AG-1
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
authorized representatives.
/ r
CITY O _A,,/lib, •._. SAS I
By: Ati,/'I('r y: IFu eneden
is tae I, chrage,City Manager r s ,
fnt l4/e/priov., '0*
I� I I Salrs . title),"
Attest: ♦ L. MAIL.,,..��. .
Nikki 'ding, ei , Clerk g ""
NC,L1
Ait 1r 644,41)/
Form: �``" .' .
L=!al Counsel v -.
i
i
„SyC"s„.—) 1
i
i
1
C.:t1. 4./4.I
*lc '',7"/
ASe9
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:
CITY OF SALINA,KANSAS
SPECIFICATIONS
BID SPECIFICATIONS FOR ONE (l) 25 YARD REAR LOAD PACKER TRUCK
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.
INTENDED APPLICATION: ® Sanitation Packer
TYPE: New I Used ❑ Demo Unit❑ Used or demo models are preferred to be low
mileage,good working condition, and carry a minimum twelve(12)month full warrant .
Mandator,/Preferred Option Compliance
Mandator ' Preferred N/A Yes
_
GENERAL TRUCK SPECIFICATIONS
A. Model year shall be [2024] or newer. r, 111 (— fi
B. Gross vehicle weight rating shall be minimum [56,000] _ 4 E El i
C. Chassis configuration shall be: r- -
Single drive ❑ Tandem drive®.
D. Maximum allowed vehicle high of 11' X 9". n — N IN
E. Front axle shall be a set-back configuration to maximize ® — n
SI
maneuverability.
F. Vehicle application: Refuse Hauler MS''1. ❑ E _ (R
G. Additional Information: Bidders must make any/all reasonable efforts to reduce operating weight
without compromising the structural integrity o f the equipment.
H. Bidder's Comments:
ENGINE SPECIFICATIONS
A. Engine must be a diesel, inline, six cylinder design. h1 ❑ • Q
B. Engine should provide minimum of 300 hp. ® ❑ —
C. Engine shall be federal emission compliant(not — C
Ni
California).
D. System shall utilize a dual 12 volt battery system. ® ._ ` ❑ 3e
E. Engine protection to include emergency shut-down ® C
device for low oil and low coolant levels.
F. Exhaust system shall be configured with a horizontal ® n r f 1
muffler/tailpipe.
G. Coolant should be anti-freeze rated to-34°F. ►t n ❑ N
II. Engine shall have coolant block heater,minimum 110 ® ❑ FW
volt/1000 watt.
I. Air intake system shall be equipped with a single ® J ❑
element air cleaner.
J. Packer trucks shall be equipped with remote throttle for ® ' E r
refuse application and electronic fast idle control.
K. Electronic engine requires full variable speed governor. ❑ 1-
A-1
_ y� Mandatory/Preferred Option Compliance
Mandatory Preferred N/A Yes No'
L. Additional comments: ___ _ __
M. Bidder's comments:
TRANSMISSION –111111111111111111111111111111111111.11111
A. Transmission shall be an Allison RDS 3500, 6 speed —
automatic, or equivalent. _ ) ® —
B. Automatic transmission shift mechanism shall be push
button,mounted in the dashboard, or steering column ® —
— NI I
mounted shift lever easily accessible to the driver while
in seatbelt. _
C. Shall be equipped with automatic neutral activated by ® ( I— xf —
the park brake.
D. Capable of attaining 75 mph road speed. I— ® i — x I
E. Transmission mounted PTO of cast iron construction. _ ® — ❑
F. Radio to mute when transmission is placed in reverse. E , ® P L_
G. Additional information:
H. Bidder's comments:
FRONT AXLE AND SUSPENSION
A. Front axle rate shall be a minimum of 16,000 lbs. ® ❑ [RI j
B. Front spring suspension,taper-leaf, or multi-leaf design. ® —
minimum rating of 16,000 lbs. with shock absorbers. ® E
1 _ 1
C. Manufacturers' standard power steering. _1 ►� ❑ n x_
D. Additional information:
E. Bidder's comments:
REAR AXLE AND SUSPENSION _
A. Rear axle(s)capacity shall be a min. of 40,000 lbs. ® C 1
B. Driver controlled differential locking with indicator — ® ❑
rg
light. ,
C. Minimum required gear ratio 5:29 11C
D. Rear suspension–tandem axle 40,000 lbs. ® — n EiZ
E. Tandem rear suspension to be Hendrickson HMX-400-54
0 ® C
with bronze bushings or equivalent.
F. Additional information:
G. Bidder's comments:
Mandatory/Preferred Option Compli:to,c
Mandato Preferred N/A Yes
BRAKE SYSTEM
A. Manufacturers' standard ABS air brake system. ® _ 0 ❑
B. Front and rear automatic slack adjusters provided. ❑ r B
C. Air brake system to have heated air dryer. ® (— ❑ NI
D. Dust shield required for front brakes. 4 (— P Qg
E. Dust shield required for rear brakes. a C
E 1 X
F. Aluminum air brake reservoirs. 1 ►1 I-1 . 1 :1
2
Mandatory/Preferred Option Compliance
Mandatory Preferred N/A Yes x
G. Front brake drums to be Motor Wheel Centrifuse, or ® ❑ E " ;
equivalent.
H. Rear brake drums to be Conmet Castlite cast iron or
equivalent. ,e20
I. Additional information:
J. Bidder's comments:
FRAME AND CHASSIS EQUIPMENT
A. Frames shall have single rails with minimum 2,000,000
mu
lbs. RMB per rail required.
B. Front tow hooks are required. n ❑ r
C. Front bumper to be three-piece; center section to be ❑ PI ❑ - 44,
°,`
steel with flexible plastic end pieces. 1 11
D. Additional information:
K. Bidder's comments:
FUEL TANKS
A. Left hand (drivers side) fuel tank,packer truck to have .� " �
capacity no less than 50 gallons. 11 Fl E f
B. Fuel tank aluminum construction to minimize corrosion. .1 n C N
C. Additional Information:
D. Bidder's comments:
WHEELS AND TIRES
A. Front wheels shall be sized at 22.5" hub piloted type. 1 4 N 53 0
B. Rear wheels shall be sized at 22.5"hub piloted type. I n CX 0
C. Wheels to be aluminum. i ® n n
D. Hubs to be Conmet Preset Plus aluminum, front and
r--- ® p
rear.
E. Tire brand-Yokohama Car!i oerk4a! n ® n
F. Tire model-Yokohama MY627W C i , 01 — — ® E. K 44:1
G. Tire size must be 315/80R22.5, front/rear _ _ _ X #,
H. Front tires shall be all-weather tread design (knob tread C
not allowed on front). R 4
1. Rear tires shall be all weather tread. ® E C. IX 3 ,.:
J. Mud flaps mounted front and rear of rear wheel ® r ® k
assemblies. '.'
K. One spare aluminum wheels mounted with same tires as ® p J,
is on truck. I , e _
L. Additional information: Tires to be load and speed rated jor specified GVWR.
M. Bidder's comments: E y, F — C' ry I ne n40,1 -12"M3
CAB EXTERIOR
A. Conventional cab design. Z n n FA
B. "B"pillar grab handle shall be provided right and left. ® P
C. Cab sound insulation includes firewall and engine I I X
cover.
3
Mandatory/Preferred Option Com i fiance
Mandatory Preferred N/A Yes ! No
D. Cab shall be painted manufacturers' standard white . , 1
l 7 E X'
E I
color. _
E. Horn configuration shall be single, electric. ___ Y 1 i
F. Right and left West Coast style mirrors,heated. 1 1
G. West Coast mirrors shall have 8"convex auxiliary
mirrors mounted below. 1
H. Additional information:
I. Bidder's comments:
CAB INTERIOR
A. Shall be equipped with electric window controls and
Z I I E Pi" E
electric door locks.
B. All window glass shall be tinted. Eg
—
C. Insulated firewall and floor panels. Pq I Gil
D. "A"pillar grab handles mounted interior, passenger side
C. Z p g
of the cab for safe entry and egress.
E. Manufacturers' heavy duty air conditioning installed. Z 70
Xr
F. Heater and defroster installed. 1----
G. Manufacturers' standard AM/FM, clock radio, with one
1-- X — X —
auxiliary port and blue tooth.
_ X
H. Center-mounted dome light. E t------
r-7
I. Circuit fuses with I2v negative ground electrical system. H L
hE
J. Scat cover material shall be heavy vinyl. 15( 1 ---
_
____
K. Seat options:
El full bench Z L CRir —
- driver's side air/passenger bench
L. Driver's seat to have folding arm rests both sides [1 Z Fl g -
M. Gauges provided in gauge cluster shall include:
speedometer,odometer, engine oil pressure, fuel level,
Z -1 F-1 g , -1
tachometer, voltmeter, transmission temperature,and
hour meter. ,
N. Automatic canceling directional signals and hazard
p z - x I
blinkers. ,
0. Cab switches shall have back lighting for night visibility. F-1 Z 7
Rf -
P. Fresh air filter for cab provided. C I— 0'
Q. Three point driver and passenger and two point center
Z 1 I
_ g
front seat belt retractors.
R. Number of accessory switches to be installed in dash (2) Z g
.
_ —
S. Tilt/Telescopic adjustable steering wheel.
T. Pre-trip light inspection capability. I-- [3] P g
U. USB charging port. 0 Z 0
V. Additional information:
W. Bidder's comments:
ELECTRICAL SYSTEM
A. Minimum 130 amp, 12 volt heavy duty alternator. I I _ 1 [ '
4
Mandatory/Preferred Option Compliance
Mandatory Preferred N/A 1'es
B. Heavy duty service batteries to provide a minimum of
1100 cold cranking amps (CCA . ® ❑
C. Electrical system to be protected by circuit breakers. N + ❑ 1 ) Q
D. Starter motor to be 12 volt with thermal over-crank — i Ni o �
protection.
E. Factory installed in-cab switches for body integration
shall be provided as follows: Safety lighting 7 ® L E
Extra I — N f ie
F. Windshield wiper system shall provide variable speed —
settings with wash and intermittent features. ® ( , .
G. Packer truck light wiring to extend to rear end of frame. ❑ [-1 _
- z ,
H. LED tail lights and long-life halogen headlights required. 0 [ r
I. Clearance/marker lights shall be LED. _ ❑ I
J. Back up alarm with minimum 100 dba installed and shall
be activated when vehicle is placed in reverse gear. IDr'Ig "�;
K. Wiring for body builder installation of PTO controls
�'
provided. ® ❑ �_ '
L. Backup lights shall be LED. N El
M. Battery jumper terminal (jump start). ! L ❑ _
N. Battery disconnect switch labeled"on off-. I ® • C
co. Additional information:
P. Bidder's comments:
PAINT
A. Truck cab and bed shall be painted manufacturers'
standard white. ® n C_ ,`'-
B. Chassis to be painted black. 0 n — xr
C. Bumper color to be gray. ❑ N54 .
D. Additional information:
E. Bidder's comments:
GENERAL BODY SPECIFICATIONS _
A. Model year shall be [2024] or newer _ C R
B. Minimum 25-yard capacity. N — E k it :,
C. Access door to be 30 inches by 30 inches with latch. ® C
D. Hopper capacity to be a minimum of three cubic yards. ® E E .Jr 7 -'
E. Body interior shall have smooth sides and floor with —
absolutely no obstructions. i ® ® 1
F. Additional information:
G. Bidder's comments:
HYDRAULICS
A. Tailgate shall have automatic, hydraulic type, tailgate .- D E Ns
locks.
B. Loading mechanism shall be a mechanical, hydraulic ❑ —_ x
system capable of receiving and packing bulk items.
5
Mandatory/Preferred 0,tion Com.liance
Mandatory Preferred N/A ties i No
C. Swee. blade c cle time to be 22 seconds. I C
D. All cylinders, hinges, and moving joints are to be
equipped with accessible grease fittings for case of 1 1 - X
lubrication.
E. O.eratin_ •ressure shall be a minimum of 2,200 •si. _, H Qj Li
F. Rate of compaction shall be a minimum of 1,000 lbs. — I 1
ser cubic ard.G. Unloading mechanism shall be a telescopic cylinder,rear ® ❑ C C
end e'ection; e'ects and loads without raisin=bod .
H. Hydraulic oil reservoir shall be equipped with ball valve
on suction line, external filter on suction line,and C ® C I X ❑
additional external filter on the return line to reservoir.
I. Additional information: _
J. Bidder's comments:
PACKER BODY
A. The bed is to be mounted on conventional cab and
chassis. There shall be a maximum clearance of six ® [1 n
inches between cab and refuse body.
B. Rear steps are to be removed by selling vendor. C ® C i E
C. Mud flaps are to be mounted in front and rear of tandem ® - n
PT
rear wheels.
D. Packer body is to be painted manufacturers' standard ® n C
white.
E. Additional information:
F. Bidder's comments:
POWER EQUIPMENT
A. Engine driven, heavy duty clutch drive hot shift power C C
take-off with cast iron housing. !
B. Electronic over-speed control with warning light to [- ® —
indicate unit is engaged. _
C. Additional PTO emergency shut-down switch to be
located at rear of packer body near the control levers.
Switch is to be guarded in such a way as to protect it ►� — C [5!
from impact damage,yet be easily accessible to the
blade operators.
D. Additional information:
E. Bidder's comments:
ONBOARD WEIGHING SYSTEM
A. Onboard weighing shall be a fixed body scale system
with load cells between body and chassis, factory ® C C 71.1111MMIIII.11calibrated and minimal maintenance.
B. Cells,hardware,and connections shall be plated for longterm protection from corrosive elements. Cells built to ® ❑
withstand weight in the event of vehicle over load.
6
Mandatory/Preferred Option Compliance
Mandatory Preferred N/A Yes
C. Weigh system shall have a digital monitor for cab.
Readout to include gross and net weights. All channels
F
plus total to be viewed at any time.
D. Set points,calibration adjustments, etc.,to be non-
tamperable in general use.
E. Warning signal(s) for excess of set points. Wiring to
extend for allowance of mounting monitor anywhere in Lg
the cab. Mounting to be done by buyer.
F. Additional information:
G. Bidder's comments:
SAFETY EQUIPMENT
A. Body shall have safety props attached to hold
tailgate/hopper open.
B. An electric bia7er shall be provided near the packer
controls to signal driver when it is safe to move the unit.
C. All switches and wiring shall be enclosed/covered to z
•revent dama_e from outside sources. F E
D. Additional information:
E. Bidder's comments:
ELECTRICAL LIGHTS
A. Wiring on outside top of packer body to be run through
metal conduit to protect wiring from low-hanging limbs.
B. All packer clearance lights,brake lights,turn signals,and
warning lights shall come from a separate circuit breaker
assembly in addition to the chassis circuit breaker Z C
assembly. The packer box circuit breaker assembly shall
have its own connection to the vehicle battery.
C. All stop lights, turn signal lights, tail lights, back-up 0 [X]
lights shall be LED.
D. Stop/turn/tail/back-up lights shall be mounted above and E 1,76:1
below hopper opening with absolutely no obstructions.
E. All lights and reflectors shall meet or exceed Federal 61 E
Motor Vehicle Safety Standards.
F. Additional information:
G. Bidder's comments:
CART DUMPER SPECIFICATIONS
A. Two DiamondBack Model 100 cart lifters with break-
away feature designed to prevent damage to the lifter or
equivalent capable of dumping all carts and semi- D 0 X
automated carts. Cart lifters to be painted same as cab
and body.
B. Dumpers to have grease zerks at all moving joints to
provide ease of lubrication. Dumpers to be bolted—not Pcg]
welded to unit.
7
Mandatory/Preferred Option Com i liance
Mandatory Preferred N/A 1e i No
C. Hydraulics shall be part of the main hydraulic system, ❑ ❑ ❑
dumper valves mounted with tailgate function valves.
D. One dumper control lever mounted on either side of ►� ❑
tailgate for dumper operation. C
E. Metal tubing carrying hydraulic fluid to be run down
both sides of the tailgate and clamped securely to ►1 ❑ ❑ ® ' L
tailgate assembly. __ ___ _I
F. Hoses to be used at dumper and valve location. Z C C X ❑'
G. Dumpers to operate with a four second cycle time in the
upward operation by pushing the dumper control handle ® ❑ C —
and a four second cycle time in a downward operation
by pulling the dumper control handle.
H. Dumpers must be capable of operating independently or n r- —
in tandem as the packer unit is cycling. _
1. Dumpers must be capable of dumping type B/G 96-
gallon carts fully into hopper area with no obstructions. ® ❑ ❑ C I
J. Dumpers are to be fully operational at time of delivery. ® ❑ ❑ I L
K. Bidding vendor shall provide two additional Diamond
Back Model 100 cart lifter(not mounted)as separate
back-up replacement units. Additional cart lifts to be ® ❑ C I C
painted white same as packer body. This is in addition
to the units mounted on the packer body.
L. Additional information:
M. Bidder's comments:
,
WARRANTY
A. Manufacturers' standard warranty for truck,body,and _ n X
cart dumpers shall apply.
B. The bidder is responsible for the manufacturers' c ❑ -
warranty work and service.
C. Chassis/packer body assembly shall meet current DOT C C
X al
and KDOT axle weight/bridge regulations.
D. Manufacturer must provide a letter certifying the
compactor is capable of packing a minimum of 1,000
lbs.per yard, on a continuous basis,without damage to —
the packer unit. The rate of compaction is based on an ® — C Y
average day of household refuse. This letter must
accompany the vendor's bid. ..
E. Additional information:
F. Bidder's comments:
VEHICLE TAG AND INFORMATION
A. A 60-day temporary tag and transfer agreement papers
must accompany delivery of vehicle. Delivery will not ® ❑ ❑
8
Mandatory/Preferred Option Compliance
Mandatory Preferred N/AYes
be considered complete without either of these
documents. _
B. Window stickers, line build sheets, manufacturers'
specifications and data must accompany agreement ® 1 1 n X
papers.
C. Additional information:
D. Bidder's comments:
LITERATURE, KEYS AND TRAINING
A. Suc ces.jirl bidder sludlfurnish one (lj set of manuals
for truck covering operator, shop service. electrical,
and vacuum trouble shooting,power train. drive train. ® — C
body and chassis. Electrical wiring diatfranis must be
hard copy. This is a requirement and must be printed or
on an ecr.cily accessed dump drive.
B. Suceessfid bidder shallfurnish one set cf manualsjor
rcfiuse body and cart lilts covering operator, shop ® — C
service, repair and parts catalog. Electrical wiring
diagrams must be hard eup
C. Provide 6 ignition/door keys 1 11 C
D. Successful bidder shall provide, as soon as possible
after delivery, training on new electrical and emissions ►1 C C I
technology used on the delivered vehicle.
E. Additional information:
F. Bidder's comments:
INSPECTION AND DELIVERY
A. Inspection of new equipment will be made as soon as
possible upon delivery. —
B. Vehicle with missing equipment or otherwise failing to _ 44*
meet the specifications will not be accepted and will
become the vendor's responsibility.
C. Delivery of vehicle is:
F.O.B. City of Salina _ V
Central Garage ® C
418 E. Ash Street
Salina, KS 67401
D. Additional information:
E. Bidder's comments:
9
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.
The above specifications must be completed yes or no. Failure to provide this information may
result in a bid not being considered.
/TRADE-IN EQUIPMENT
UNIT: 108—2012 International 7400 with 25 yard Loadmaster Excel-S refuse packer body
VIN: 1 HTWGAATXDJ245198
ASSET: 17920
MILES: 69,922 as of 01/03/24
10
Exhibit B
CITY OF SALINA, KANSAS
STANDARD PURCHASE TERMS AND CONDITIONS
I. 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
B-1
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
B-2
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.\
(I) 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.
B-3
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
B-4