PURCHASE AGREEMENT
CITY OF PACIFICA – WASTEWATER DIVISION
PURCHASE ORDER NO. XXXXX
Seller (Vendor): Buyer:
Name JM Squared Associates, Inc. Name: City of Pacifica Address 2110 K Street, Ste 18 Address: 540 Crespi Drive City, State Zip: Sacramento, CA 95816 City, State, ZIP: Pacifica, CA 94044 Attn: Jeremy Rogers Sam Bautista
Phone: 916-803-9803 Fax: Phone: (650) 738-3771
E-mail: [email protected] Fed. Tax I.D.: E-mail: [email protected] Project Information (If Applicable): Ship To:
Charge to Linda Mar Pump Station
Acct#: 34.940000.52800.C004
Linda Mar Pump Station
5300 Coast Highway
Pacifica, CA 94044
Order Date Ship Via Payment Terms
Freight
20% down payment on order acceptance
50% release for production (favorable
submittal review)
20% upon equipment ready to ship
10% upon start up, no later than 90 days
after receipt onsite
Buyer and Seller agree as follows:
MATERIAL AND/OR EQUIPMENT TO BE PROVIDED: Vendor shall furnish the materials or equipment described below in compliance with the Quotation dated August 11, 2022 from JM Squared Associates, Inc. (Attachment 1) at the price or prices set forth opposite each item and within the times stated below in accordance with the terms and provisions of this Purchase Agreement, including the attached Equipment Performance Bond, which is incorporated into and made a part of this Agreement (Appendix A):
Item
No.
Item Description Budget
Acct No.
Quantity Unit Price Extension Delivery
Date
1 Two (2) 8" C5416 vertical solids
handling pumps suitable for
variable speed operation
dimensions to match exiting 8"
5415E pumps. (incl shafts,
testing, coating, RDA)
34.940000.52800.C004 2 $ 187,176.00 $ 374,352.00
2 One (1) Spare Parts per quote 34.940000.52800.C004 1 $6,500.00 $6,500.00 3 Ground Freight 34.940000.52800.C004 1 $10,500.00 $10,500.00 4 Performance Bond 34.940000.52800.C004 1 $3,743.52 $3,743.52 TOTAL $395,095.52
Sales Tax (9.38%): $35,723.92
Shipping: (see item 3)
P.O. Total: $430,819.44
PURCHASE AGREEMENT
Project Title: JM Squared Associates. – Linda Mar Pump PURCHASE ORDER NO. XXXXX
Special Terms and Conditions
Shipping: Show Purchase Order number on all packages and invoices.
All purchases are F.O.B Pacifica unless otherwise specified on Purchase Order.
Charges: All transportation charges must be prepaid and shown separately on all invoices.
City of Pacifica is exempt from Federal Excise Tax.
Purchase up to $10,000 (must be approved
by Department Head or authorized signator)
Approved: _______________________
Name: Lisa Petersen
Title: Director of Public Works
Purchase between $10,000.01 and $25,000
(must be approved by the Assistant City
Manager)
Approved: _______________________
Name: Yulia Carter
Title: Asst. City Manager
Purchase between $25,000.01 and $50,000
(must be approved by the City Manager)
Approved: _______________________
Name: KEVIN WOODHOUSE
City Manager
Purchase above $50,000
(must be approved by the City Council)
Date City Council Approved: _______________
Buyer: CITY OF PACIFICA
Authorized Signature: _______________________
Name: KEVIN WOODHOUSE
Title: City Manager
Vendor: JM SQUARED ASSOCIATES, INC.
Authorized Signature: _______________________
Name:
Title:
If Seller is located in the City of Pacifica, does Seller have a current business license? Yes No
PURCHASE AGREEMENT
Project Title: JM Squared Associates. – Linda Mar Pump PURCHASE ORDER NO. XXXXX
PURCHASE ORDER TERMS AND CONDITIONS
DEFINITIONS: The term "Buyer" as used in this Purchase Order means the City of Pacifica, and the term "Seller" means the person, firm, or corporation from whom the material or equipment described in the purchase order is ordered.
ACCEPTANCE: The attached Acceptance Copy shall be signed and returned by the Seller within ten (10) calendar days after it is received by the Seller. The receipt by the Buyer of the signed Acceptance Copy or the initiation of performance under this Purchase Order by the Seller shall constitute acceptance of the Purchase Order by the Seller, including all of the terms and conditions herein. Acceptance is limited to the terms stated herein. Any additional or different terms and conditions proposed by the Seller are rejected unless expressly agreed to in writing by City Purchasing Agent or authorized agent.
COMPLETE AGREEMENT: This Purchase Order, including all applicable terms, conditions and specifications, shall constitute the sole and exclusive agreement between the parties. This Purchase Order supersedes all other writings and negotiations, written or oral. The City of Pacifica will not be responsible for goods delivered without a Purchase Order properly signed by the City Purchasing Agent or authorized agent. When this Purchase Order covers a purchase rendered over a stated period of time, Seller must obtain a new order upon expiration of the time period to authorize the purchase for an additional period of time.
DEFAULT: The Buyer may terminate the whole or any part of the purchase in any one of the following circumstances: (1) If the Seller fails to make delivery or fails to perform within the time specified herein or any extension thereof; or (2) If Seller delivers nonconforming goods; or (3) If Seller fails to perform in accordance with the material provisions of this agreement, or so fails to make progress as to endanger performance of this Purchase Order in accordance with its terms. In the event of any such failure Buyer will provide Seller with written notice of the default and Buyer's intention to terminate for default if Seller fails to cure the default to Buyer's satisfaction within seven (7) calendar days of Buyer' notice. If Seller fails to cure or correct the default within seven days, the Buyer may, without further notice to Seller, procure upon such terms and in such manner as the Buyer may deem appropriate, items similar to those terminated, and the Seller shall be liable to the Buyer for any excess costs of such similar items; however, the Seller shall continue the performance of this Purchase Order to the extent not terminated.
The rights and remedies of the Buyer provided in this clause shall not be exclusive, and are in addition to any other rights and remedies provided by law or under this Purchase Order.
CHANGES: Buyer may direct in writing changes, including additions to or deletions from the quantities originally ordered, or in the specifications or drawings. If any such change causes a material increase or decrease in the cost of, or the time required for, performance hereunder, an equitable adjustment shall be made in the price or schedule. Any claims for adjustment which Seller believes result from any change directed by Buyer shall be asserted in writing by Seller no later than ten (10) days from the date of Seller's receipt of any such direction. Equitable adjustments for any claims or changes under this agreement, including claims arising from terminations or suspensions directed under DEFAULT above, of this agreement, will be made by
PURCHASE AGREEMENT
Project Title: JM Squared Associates. – Linda Mar Pump PURCHASE ORDER NO. XXXXX
written Change Order. Nothing contained herein shall excuse Seller from proceeding with the change as directed prior to negotiation of any adjustment. Whether made pursuant to this clause or by mutual agreement, changes shall not be binding upon the Buyer, except when confirmed in writing by a member of the Buyer’s Purchasing Department.
INVOICES: Seller shall send Buyer a separate invoice for each shipment. Invoices shall not be issued prior to delivery of items as state above. Payment shall not be made prior to receipt of items and an invoice. Credit and discount periods will be computed from the date of receipt of the invoice to the date the Buyer’s check is mailed. Unless freight and other charges are itemized, the discount will be taken on the full amount of the invoice. Payment will be made within thirty (30) days after approval of the invoice by the Buyer.
TITLE AND RISK OF LOSS: All prices shall be F.O.B. Factory. The Seller shall be responsible for safe and adequate packing of the items, which shall conform to the carriers’ requirements. The Seller shall separately number all cases and packages, showing the corresponding numbers on the invoices. An itemized packing slip bearing this Purchase Order number shall be placed in each container. No extra charge shall be made for packaging or packing materials unless authority therefor is set forth in this Purchase Order. Seller shall assume and pay for any and all loss or damage to the merchandise from any cause whatsoever until delivered to Buyer at the specified destination.
DELIVERY: Timely performance and deliveries are essential to this Purchase Order. The Buyer reserves the right to refuse deliveries made in advance of the delivery schedule.
Overshipment allowances, if authorized, will be applied to the entire order. If the Buyer agrees to accept deliveries after the date of delivery has passed, the Buyer shall have the right to direct the Seller to make shipment to the delivery point set forth in this Purchase Order by the most expeditious means, and the total cost of such expedited shipment and handling shall be borne by the Seller. Acceptance of late deliveries shall not be deemed a waiver of the Buyer’s right to hold the Seller liable for any loss or damage resulting therefrom, nor shall it act as a modification of the Seller’s obligation to make future deliveries in accordance with the delivery schedule.
DELAYS: Seller will not be liable for delays in performing its obligations to the extent the delay is caused by an unforeseeable condition which is beyond Seller’s reasonable control and without Seller's fault or negligence. Acts of God, such as storms or floods, as well as government priorities, acts of civil or military authorities, fires, strikes, epidemics, war or riot are examples of events which will be excusable for being beyond Seller's reasonable control, only upon fulfillment of the following conditions: (a) within seven (7) days of the commencement of any excusable delay, Seller shall provide Buyer with written notice of the cause and extent thereof as well as a request for a schedule extension for the estimated duration thereof, and (b) within seven (7) days of the cessation of the event causing delay Seller shall provide Buyer with written notice of the actual delay incurred, upon receipt of which, the date of promised delivery shall be extended for the time actually lost by reason of an excusable delay.
INSPECTION AND APPROVAL: All items are subject to final inspection and approval after delivery to Buyer. If any items are defective in material or workmanship or otherwise not in conformity with the requirements of this Purchase Order, the Buyer shall have the right to
PURCHASE AGREEMENT
Project Title: JM Squared Associates. – Linda Mar Pump PURCHASE ORDER NO. XXXXX
require Seller to correct or replace them. Final acceptance or rejection shall be made by the Buyer as promptly as practicable after delivery. Final acceptance shall be conclusive except with respect to latent defects, fraud or such gross mistakes as amount to fraud, or with respect to the Buyer’s rights under the “Warranty” clause.
WARRANTIES-GUARANTEES: The Buyer acknowledges that (i) Seller is not the manufacturer of the Goods; (ii) Seller will pass through to Buyer the manufacturer's warranty to the extent permitted by the terms of such warranty as to the Goods or any manufacturer's warranty of or for such goods. Warranty is attached at end of Attachment 1 with a duration as specified therein for a twelve (12) months after start-up or 18 months after equipment is shipped, whichever is a shorter period.
SAFETY: All equipment and materials shall comply with all Federal, State and local safety rules and regulations including OSHA. Where applicable, materials must be labeled in accordance with Section 5194, Title 8, of the California Administrative Code. The Seller is required to include a Material Safety Data Sheet prepared in accordance with Section 5194(9) with each shipment of all such materials to the City.
EQUAL OPPORTUNITY EMPLOYER: It is the policy of the City of Pacifica that in connection with all materials furnished or work performed under this Purchase Order, there be no discrimination against employees because of race, religion, color, sex or national origin, and therefore the Seller agrees to comply with applicable Federal and California laws including, but not limited to, the California Fair Employment Practices Act.
TAXES: Unless prohibited by law, Seller shall pay and has included in the prices of this Purchase Order any federal, state or local tax, transportation tax, or other tax which is required to be imposed upon the items ordered hereunder, or by reason of their sale or delivery.
TERMINATION FOR CONVENIENCE: Buyer shall have the right to terminate this Purchase Order in whole or in part at any time, and from time to time, by written notice effective upon receipt by Seller of such notice, even though Seller is not in breach of any obligation hereunder.
Upon receipt of notice of termination, Seller shall immediately discontinue performance and shall comply with Buyer’s instructions concerning disposition of completed and partially completed items, work in progress and materials acquired pursuant to this Purchase Order. In the event of such termination, Seller shall be paid an amount in settlement to be mutually agreed upon by the parties which shall cover Seller’s reasonable costs of performance incurred prior to termination in connection with the items for which this Purchase Order is terminated plus a reasonable profit based upon such costs. However, said payment shall not exceed the price specified herein for such items. Seller shall advise the Buyer, in writing, of Seller’s claim, if any, for termination costs within ten (10) days after receipt of the notice of termination.
Termination in accordance with this article shall not affect Buyer’s obligation to pay for items accepted by Buyer prior to such termination.
GOVERNING LAW; VENUE; DEFINITIONS: The definition of terms used, interpretation of this Purchase Order and rights of all parties hereunder shall be construed under and governed by
PURCHASE AGREEMENT
Project Title: JM Squared Associates. – Linda Mar Pump PURCHASE ORDER NO. XXXXX
the laws of the State of California. Any litigation with respect to this Purchase Order shall be brought and conducted in San Mateo County, California.
PERFORMANCE BOND: Seller shall provide Performance Bond in accordance with Appendix A.
Appendix A Performance Bond
PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:
1. THAT WHEREAS, City of Pacifica, a general law city and municipal corporation of the State of California (Buyer) has awarded to JM SQUARED ASSOCIATES, INC., 2110 K Street, Ste 18, Sacramento, CA 95816 as Seller a Purchase Agreement, dated 22nd of August, 2022 (Agreement), titled Linda Mar Pump Station – Two New Electric Pumps and appurtenances located at Linda Mar Pump Station, Pacifica State Beach in the amount of $430,819.44 (Contract Sum), which Agreement is by this reference made a part hereof, for the work described as follows:
(Two New Electric Pumps and appurtenances per Attachment 1)
2. AND WHEREAS, Seller is required to furnish a bond in connection with the Agreement, guaranteeing the faithful performance thereof;
3. NOW, THEREFORE, we, the undersigned Seller and Seller’s Bonding and Insurance Company as Surety are held and firmly bound unto Buyer in the sum of 100% OF THE CONTRACT SUM to be paid to Buyer or its successors and assigns; for which payment, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.
4. THE CONDITION OF THIS OBLIGATION IS SUCH, that if Seller, or its heirs, executors, administrators, successors, or assigns approved by Buyer, shall promptly and faithfully perform the covenants, conditions, and agreements of the Agreement during the original term and any extensions thereof as may be granted by Buyer, with or without notice to Surety, and during the period of any guarantees or warranties required under the Agreement, and shall also promptly and faithfully perform all the covenants, conditions, and agreements of any alteration of the Agreement made as therein provided, notice of which alterations to Surety being hereby waived, on Seller’s part to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify, defend, protect, and hold harmless Buyer as stipulated in the Agreement, then this obligation shall become and be null and void; otherwise it shall be and remain in full force and effect.
5. No extension of time, change, alteration, modification, or addition to the Agreement, or of the work required thereunder, shall release or exonerate Surety on this bond or in any way affect the obligation of this bond; and Surety does hereby waive notice of any such extension of time, change, alteration, modification, or addition.
6. Whenever Seller shall be and declared by Buyer in default under the Agreement, Surety shall promptly remedy the default, or shall promptly:
6.01 Undertake through its agents or independent contractors, reasonably acceptable to Buyer, to complete the Agreement in accordance with its terms and conditions and to pay and perform all obligations of Seller under the Agreement including, without limitation, all obligations with respect to warranties, guarantees, indemnities, and the payment of liquidated damages; or
6.02 Obtain a bid or bids for completing the Agreement in accordance with its terms and conditions, and, upon determination by Buyer of the lowest responsible bidder, reasonably acceptable to Buyer, arrange for a contract between such bidder and Buyer and make available as work progresses (even though there should be a default or a succession of defaults under the contract or contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the Contract Sum, and to pay and perform all obligations of Seller under the Agreement including, without limitation, all obligations with respect to warranties, guarantees, and the payment of liquidated damages; but, in any event, Surety’s total obligations hereunder shall not exceed the amount set forth in the third paragraph hereof. The term “balance of the Contract Sum,” as used in this paragraph, shall mean the total amount payable by Buyer to the Seller under the Agreement and any amendments thereto, less the amount Buyer paid to Seller.
7. Surety’s obligations hereunder are independent of the obligations of any other surety for the performance of the Agreement, and suit may be brought against Surety and such other sureties, jointly and severally, or against any one or more of them, or against less than all of them without impairing Buyer’s rights against the others. Surety may not use Contractor to complete the Agreement absent Buyer’s written consent.
8. No right of action shall accrue on this bond to or for the use of any person or corporation other than Buyer or its successors or assigns.
9. Surety may join in any proceedings brought under the Agreement and shall be bound by any judgment.
10. Correspondence or claims relating to this bond shall be sent to Surety at the address set forth below.
IN WITNESS WHEREOF, we have hereunto set our hands this _________ day of ________________, 20___.
VENDOR AS SELLER SURETY
Company: (Corp. Seal) Company: (Corp. Seal)
Signature Signature
Name Name
Title Title
Street Address Street Address
City, State, Zip Code City, State, Zip Code
ATTACHMENT 1
mmm JM SQUARED ASSOCIATES, INC
PUMPING, PROCESS AND FLOW CONTROL PRODUCTS
FOR THE WATER AND WASTEWATER INDUSTRY
TEL: (925) 798 -2500 * FAX: (925) 798 -7737
Direct: (916)803 -9803
S BE#1015111(S ta te o f Ca l i f o rn ia)
S BE#236611(C i t y o f Sa c ram en t o)
Date: 8-11-22
To: City of Pacifica
Attention: Nelson Schlater, P.E.
Deputy Engineering Manager of Public Works-Wastewater Division RE: City of Pacifica Linda Mar Pump Station- Upgrade Project(C004B) Dear (Nelson):
As per your recent request we are ple ased to propose to furnish the following:
Replacement Fairbanks Morse Pumps
• (Qty. of 2) 8" C5416 vertical solids handling pumps suitable for variable speed operation whose key dimensions match those of the exiting 8" 5415E pumps.
To includes Standard materials of construction, SST wear rings, Packed stuffing box, Vertical base, Suction elbow, Motor high ring base, Composite shafting, Factory testing, Factory coatings, Rotodynamic analysis (RDA).
Price: $187,176.00 each or $374,352.00 Total
• (Qty. of 1) Spare Parts
Impeller wear ring, 420SS 300-350BHN,
Casing wear ring, 420SS 410-484BHN
Shaft sleeve, 420SS 300-350BHN
Price: $6,500.00 Total
• (Qty. of 1) Freight-Ground
Freight from Factory to Linda Mar Pump Station (7-10 Days) Price: $10,500.00 Total
• (Qty. of 1) Sales Tax (9.38%)
Price: $35,723.92 Total
• (Qty. of 1) Performance Bond (1%)
Price: $3,743.52 Estimate
Total lot one (1) Equipment(s) listed above: $ 430,819.44 Freight Charges Included
Sales Taxes Included.
Estimated Shipment ARO: 30-32 weeks
Terms: Net 30 Days
Quotation Validity: August 31, 2022
mmm JM SQUARED ASSOCIATES, INC
PUMPING, PROCESS AND FLOW CONTROL PRODUCTS
FOR THE WATER AND WASTEWATER INDUSTRY
TEL: (925) 798 -2500 * FAX: (925) 798 -7737
Direct: (916)803 -9803
S BE#1015111(S ta te o f Ca l i f o rn ia)
S BE#236611(C i t y o f Sa c ram en t o)
Standard Warranty
1 Year after Start-up of equipment and/or 18 months after equipment is shipped.
Please see attached Fairbanks Morse Standard warranty included with quote.
Please contact me directly if have questions or require additional information.
Best Regards.
JM SQUARED ASSOCIATES, INC
Jeremy Rogers
[email protected]
(916)803-9803
Fairbanks Nijhuis Standard Pump Warranty
Seller warrants equipment (and its component parts) of its own manufacture against defects in materials and workmanship under normal use and service for one (1) year from the date of installation or start-up, or for eighteen (18) months after the date of shipment, whichever occurs first. Seller does not warrant accessories or components that are not manufactured by Seller; however, to the extent possible, Seller will assign to Buyer its rights under the original manufacturer's warranty, without recourse to Seller. Buyer must give Seller notice in writing of any alleged defect covered by this warranty (together with all identifying details, including the serial number, the type of equipment, and the date of purchase) within thirty (30) days of the discovery of such defect during the warranty period. No claim made more than 30 days after the expiration of the warranty period shall be valid. Guarantees of performance and warranties are based on the use of original equipment manufactured (OEM) replacement parts. Seller assumes no responsibility or liability if alterations, non-authorized design modifications and/or non-OEM replacement parts are incorporated. If requested by Seller, any equipment (or its component parts) must be promptly returned to Seller prior to any attempted repair, or sent to an authorized service station designated by Seller, and Buyer shall prepay all shipping expenses. Seller shall not be liable for any loss or damage to goods in transit, nor will any warranty claim be valid unless the returned goods are received intact and undamaged as a result of shipment. Repaired or replaced material returned to customer will be shipped EXW (Domestic Shipments) or FCA (International Shipments) Seller's factory. Seller will not give Buyer credit for parts or equipment returned to Seller, and will not accept delivery of any such parts or equipment, unless Buyer has obtained Seller's approval in writing.
The warranty extends to repaired or replaced parts of Seller's manufacture for ninety (90) days or for the remainder of the original warranty period applicable to the equipment or parts being repaired or replaced, whichever is greater. This warranty applies to the repaired or replaced part and is not extended to the product or any other component of the product being repaired.
Repair parts of its own manufacture sold after the original warranty period are warranted for a period of one (1) year from shipment against defects in materials and workmanship under normal use and service.
This warranty applies to the replacement part only and is not extended to the product or any other component of the product being repaired. Seller may substitute new equipment or improve part(s) of any equipment judged defective without further liability. All repairs or services performed by Seller, which are not covered by this warranty, will be charged in accordance with Seller's standard prices then in effect.
THIS WARRANTY IS THE SOLE WARRANTY OF SELLER AND SELLER HEREBY EXPRESSLY
DISCLAIMS AND BUYER WAIVES ALL OTHER WARRANTIES EXPRESSED, IMPLIED IN LAW
OR IMPLIED IN FACT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Seller's sole obligation under this warranty shall be, at its option, to repair or replace any equipment (or its component parts) which has a defect covered by this warranty, or to refund the purchase price of such equipment or part. Under the terms of this warranty, Seller shall not be liable for (a) consequential, incidental, collateral, special or liquidated losses or damages; (b) equipment conditions caused by normal wear and tear, abnormal conditions of use, accident, neglect, or misuse of said equipment; (c) the expense of, and loss or damage caused by, repairs or alterations made by anyone other than the Seller; (d) damage caused by abrasive materials, chemicals, scale deposits, corrosion, lightning, improper voltage, mishandling, or other similar conditions; (e) any loss, damage, or expense relating to or resulting from installation, removal or reinstallation of equipment; (f) any labor costs or charges incurred in repairing or replacing defective equipment or parts, including the cost of reinstalling parts that are repaired or replaced by Seller; (g) any expense of shipment of equipment or repaired or replacement parts; or (h) any other loss, damage or expense of any nature.
The above warranty shall not apply to any equipment which may be separately covered by any alternate or special warranties.