Purchase Agreement – Rev 7-30-26
City of Moreno Valley
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (“Agreement”) is made and entered into this _________ day of ___________, 2026 (“Effective Date”), by and between the City of Moreno Valley, a municipal corporation, with its principal place of business at 14177 Frederick Street, Moreno Valley, CA 92552, hereinafter referred to as the “City” (“Buyer”), and Walters Wholesale Electric Inc., a California Corporation, (“Seller”), with Buyer and Seller together sometimes hereinafter referred to as the “Parties.”
RECITALS:
WHERAS, Seller will manufacture and deliver High Voltage Circuit Breakers (“Goods”), as described in Exhibit “A,” attached hereto and incorporated herein by this reference; and WHEREAS, Buyer is in need of Goods for use for the Moreno Valley Substation Expansion project, within the City of Moreno Valley, California; and WHEREAS, Seller desires to sell, and Buyer desires to purchase, the Goods, upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the covenants, conditions and promises contained herein and for such other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:
Section 1. Recitals
The Recitals set forth above are true and correct and are hereby incorporated into this Agreement by this reference, as though set forth in full herein.
Section 2. Purchase, Sale, Delivery of Goods
Seller shall sell and deliver to Buyer at the address specified in Exhibit “A” or as otherwise directed in writing by Buyer, and Buyer shall purchase from Seller, the Goods, for the price of five hundred forty-eight thousand six hundred twenty-four Dollars and twenty two Cents ($548,624.22) plus forty-four thousand nine hundred seventy-five Dollars and zero Cents ($44,975.00) for sales tax (8.75%), for a total of five hundred ninety-three thousand five hundred ninety-nine Dollars and twenty-two Cents ($593,599.22). (“Purchase Price”).
Section 3. Invoice; Inspection; Payment
a. Seller shall invoice the Buyer for the Goods in an amount not to exceed the Purchase Price within seven (7) days of delivery of the Goods to Buyer.
Purchase Agreement – Rev 7-30-26
b. After delivery, Buyer shall inspect the Goods within a reasonable time not to exceed thirty (30) days and provide written notice to the Seller specifying any defects or other objection, unless Buyer intends to accept the Goods in whole, in which case no notice will be necessary. Acceptance of the Goods, whether in whole or in part, shall not be deemed a waiver of any defects identified by the Buyer, nor any defects later discovered by the Buyer, and specified to the Seller in writing.
c. After Buyer has inspected the Goods, Buyer shall pay Seller the Purchase Price, in whole or in part as appropriate, for those Goods accepted under this Agreement. d. Title to Goods or any portion thereof and risk of loss or damage during shipment pass from Seller to Buyer upon delivery to Buyer’s address listed in Section 9 of this Agreement and acceptance thereof by Buyer.
Section 4. Remedy for Defective Goods
a. Seller agrees that if there is any defect in the Goods, as determined in Buyer’s sole and absolute discretion, and upon written notice thereof given to Seller, Seller shall replace the defective Goods without delay or cost to the Buyer. In the event of Seller’s failure to replace the Goods within ten (10) calendar days after being notified of such defects and diligently pursue such correction to completion, Buyer is hereby authorized to contract with another party for the repair or replacement of the defective Goods, and Seller shall reimburse Buyer for all such costs immediately upon demand. b. This section does not in any way limit Buyer’s remedies pursuant to Code of Civil Procedure Section 337, or the guarantee on any items for which a longer guarantee is specified or on any items for which a manufacturer or supplier gives a longer guarantee period. No manufacturer's guarantee period shall in any way limit the liability of Seller under the indemnity provisions of this Agreement.
Section 5. Seller’s Representations and Warranties
Seller hereby makes the following representations, warranties, and acknowledgments, and agrees that such representations, warranties and acknowledgments shall be true as of the Effective Date:
a. Seller, and the person executing this Agreement on behalf of Seller, has the full right, power and authority to enter into this Agreement and to take all actions required of Seller by the terms of this Agreement.
b. The Goods provided to Buyer shall be free from all defects, liens, encumbrances or adverse claims and are of good quality and fit for the purpose and use intended herein. c. All documents executed by Seller pursuant to this Agreement will be duly authorized, executed and promptly delivered to Buyer, and will be legal, valid and binding obligations Purchase Agreement – Rev 7-30-26
enforceable against Seller and will not violate any provisions of any agreement to which Seller is a party or to which it is subject.
Section 6. Buyer’s Representations and Warranties
Buyer hereby makes the following representations, warranties, and acknowledgments, and agrees that such representations, warranties and acknowledgments shall be true as of the Effective Date:
a. Buyer, and the person executing this Agreement on behalf of Buyer, has the full right, power and authority to enter into this Agreement and to take all actions required of Buyer by the terms of this Agreement.
b. All the documents executed by Buyer pursuant to this Agreement will be duly authorized, executed and promptly delivered by Buyer, and will be legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms, and will not violate any provisions of any agreement to which Buyer is a party or to which it is subject.
Section 7. Indemnification Obligations of Seller
Seller shall defend, indemnify, and hold Buyer harmless from, any and all losses, claims, expenses, costs, causes of action or obligations (including reasonable attorneys fees) to the extent arising from (i) Seller’s negligent acts, omissions or willful misconduct, (ii) Seller's ownership or possession of the Goods during any period ending on or prior to delivery and acceptance by Buyer, (iii) Seller’s replacement of the Goods or any part thereof pursuant to this Agreement, and (iv) Seller's breach of any of its representations, warranties or covenants under this Agreement, and (v) any claim that the Goods or any component thereof infringe upon the intellectual property rights of any third party.
Section 8. Civil Code Section 1542 Waiver
Seller expressly waives any and all rights and benefits conferred upon it by the provisions of Section 1542 of the California Civil Code which reads as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
This waiver shall be effective as a bar to any and all actions, fees, damages, losses, claims, liabilities and demands of whatsoever character, nature and kind that are known or unknown, or suspected or unsuspected, including, without limitation, claims of entitlements under the California Public Employees’ Retirement System (CalPERS) that are only afforded to employees and not independent contractors. Seller further represents and warrants that it understands this waiver and that if it does not understand this waiver, it shall seek the advice of a qualified attorney before executing this Agreement.
Purchase Agreement – Rev 7-30-26
Section 9. General Provisions
a. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter contained herein, and supersedes any prior agreement and understanding, either written or oral, about the subject matter hereof. No agreement, statement, or promise not contained in this Agreement shall be valid or binding. This Agreement may only be modified or amended by a written instrument executed by the Parties.
b. Time is of the Essence. Time is of the essence of this Agreement. c. Headings. The subject headings of the sections and paragraphs of this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions.
d. Termination. Buyer may terminate this Agreement for any reason whatsoever, prior to delivery of the Goods and Buyer’s payment of the Purchase Price as set forth herein. In the event of such termination, Seller shall refund to Buyer any amounts previously paid, less Seller’s reasonable, documented costs incurred prior to the date of termination for materials procured and work performed that cannot reasonably be repurposed. After delivery and acceptance of the Goods, the purchase of the Goods shall be subject to the warranty and defect remedy provisions of this Agreement. e. Modifications and Amendments. This Agreement may be modified or amended only by a written document executed by both Buyer and Seller and approved as to form by Buyer’s City Attorney.
f. Notices.
1. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first-class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.
Seller:
Walters Wholesale Electric, Inc
200 N. Berry Street
Brea, CA 92821
Attn: Chris Noack
City:
City of Moreno Valley
Purchase Agreement – Rev 7-30-26
14177 Frederick Street
P.O. Box 88005
Moreno Valley, CA 92552
Attn: Jason Niccoli, Electric Utility Division Manager – Public Works
2. Notices, payments and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail.
g. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed to constitute evidence of the Agreement having been executed.
h. Successors and Assigns. Each covenant and condition contained in this Agreement shall inure to the benefit of and be binding on the parties to this Agreement and their respective heirs, executors, administrators, personal representatives, successors and assigns. This Agreement shall be non-assignable without the express written consent of Buyer.
i. Further Assurances. The Parties agree to cooperate with each other and to execute, deliver and record such other agreements and documents and to take such other actions as are reasonably necessary or helpful to more effectively consummate the transaction(s) contemplated under this Agreement and to carry out its purpose and intent. Upon reasonable notice, Seller shall provide Buyer with reasonable access to, and allow it to copy, any books and records concerning the Goods as are in Seller’s possession or control. j. Attorneys’ Fees; Costs of Litigation. If any legal action or any other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled, including the fees and costs incurred in enforcing any judgment which may be obtained in said action.
k. Default. Failure by a party to perform any term, condition or covenant required of the party under this Agreement, shall constitute a “default” of the offending party under this Agreement. In the event that a default remains uncured for more than ten (10) days following receipt of written notice of default from the other party, a "breach" shall be deemed to have occurred. Seller’s breach any of its warranties, or the discovery that any of Seller’s representations are not true in every respect, shall also be deemed a breach of Purchase Agreement – Rev 7-30-26
this Agreement by Seller. Any failure or delay by a party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
l. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
m. Non-Liability of Officials and Employees of Buyer. No member, official or employee of Buyer shall be personally liable to Seller, either individually or jointly, or any of Seller’s successors-in-interest, in the event of any default or breach by Buyer for any amount which may become due to Seller or any of Seller’s successors, or on any obligations under the terms of this Agreement.
n. Interpretation. As used in this Agreement, masculine, feminine or neutral gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word “including” shall be construed as if followed by the words “without limitation,” where it is contextually appropriate. This Agreement shall be interpreted as though prepared jointly by the Parties.
o. Legal Advice. The Parties represent and warrant to the other party the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel, as to the matters set forth in this Agreement, or, have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. p. Venue. All proceedings involving disputes over the terms, provisions, covenants or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in Riverside County, California.
q. Force Majeure. Neither Buyer nor Seller will be held liable for failure to fulfill its obligations hereunder if such failure is due to a Force Majeure Event. A “Force Majeure Event” means, but is not limited to, an act of war; domestic and/or international terrorism; civil riots or rebellions; quarantines, pandemics or epidemics; embargoes, state or national states of emergencies, and other similar unusual governmental actions; or extraordinary elements of nature or acts of God; provided that such Force Majeure Event is beyond the excused Party’s reasonable control, occurs without the excused Party’s reasonable control, occurs without the excused Party’s fault or negligence, is not caused directly or indirectly by the excused Party and could not have been prevented or avoided by the excused Party’s reasonable diligence. The affected Party shall provide prompt written notice to the other Purchase Agreement – Rev 7-30-26
Party of the Force Majeure Event and shall use reasonable efforts to mitigate the effects of such event.
SIGNATURE PAGE TO FOLLOW
Purchase Agreement – Rev 7-30-26
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
City of Moreno Valley Walters Wholesale Electric, Inc
BY: BY:
City Manager
TITLE: ______
_____________________________________ (President or Vice President) Date
BY: ______
TITLE:
______
(Corporate Secretary)
INTERNAL USE ONLY
APPROVED AS TO LEGAL FORM:
City Attorney
Date
RECOMMENDED FOR APPROVAL:
Department Head
Date