PURCHASE AGREEMENT
CITY OF PACIFICA
DEPARTMENT OF PUBLIC WORKS
PURCHASE ORDER NO. _________
Seller (Vendor): Buyer:
Name Pape Machinery, Inc. Name: City of Pacifica
Address 38600 Cedar Blvd Address: 170 Santa Maria Avenue City, State Zip: Newark, CA 94560 City, State, ZIP: Pacifica, CA 94044 Attn: Josh Shapland Attn: Chris Martin
Phone: (510) 790-3600 Fax: N/A Phone: (650) 738-3774 Fax: (650) E-mail: [email protected] Fed. Tax I.D.: 0 E-mail: [email protected] Project Information (If Applicable): Ship To:
Charge to City of Pacifica – Public Works
Acct#: 72.92.0760.55110.0000.000 151 Milagra Dr
Pacifica, CA 94044
Order Date Ship Via Payment Terms
12/9/2022 Delivery Net 30 days of invoice Upon Receipt of Equipment Delivery
Buyer and Seller agree as follows:
MATERIAL AND/OR EQUIPMENT TO BE PROVIDED: Seller shall furnish the materials or equipment described below in strict compliance with Quote Number 27903593 as attached at the price 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 Terms and Conditions, which are incorporated into and made a part of this Agreement:
Item
No.
Item Description Budget
Acct No.
Quantity Unit Price Extension Delivery
Date
1 John Deere 410 P-tier
backhoe loader
72.92.0760.55110.0000.000 1 $ 179,770.00 $ 179,770.00 TBD TOTAL $ 179,770.00
Sales Tax : $16,853.44
Shipping: $ 0
P.O. Total: $ 196,623.44
PURCHASE AGREEMENT
Project Title: Pape Machinery – 410 Backhoe Loader
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:
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 PETERSON
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: Pape Machinery, Inc.
Authorized Signature: _______________________
Name: Josh Shapland
Title: Sales Rep
If Seller is located in the City of Pacifica, does Seller have a current business license? Yes No
PURCHASE AGREEMENT
Project Title: Pape Machinery – 410 Backhoe Loader
Yes No
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
PURCHASE AGREEMENT
Project Title: Pape Machinery – 410 Backhoe Loader
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 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. 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 therefore 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.
PURCHASE AGREEMENT
Project Title: Pape Machinery – 410 Backhoe Loader
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 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 Seller warrants that the items, at time of delivery, shall conform to the Buyer’s specifications, the requirements of this Purchase Order, approved sample or samples, if any, and are free from defects in design, material and workmanship. This warranty shall remain in effect for a Two (2) year period after delivery or start-up or for such period of time as the item is normally warranted or the manufacturer’s warranty if greater than one year (See Attached Manufacturer’s Warranty). At the Buyer’s option, the Seller shall promptly either repair or replace defective items after receipt of the Buyer’s written notice of a defect. Transportation charges for the return and redelivery of defective items shall be borne by the Seller. Seller also warrants that said merchandise is free and clear of all liens and encumbrances whatsoever and the Seller has good and marketable title to same, and Seller agrees to indemnify, defend and hold the City of Pacifica, its officers, agents and employees free and harmless against any and all claimants to said merchandise.
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
PURCHASE AGREEMENT
Project Title: Pape Machinery – 410 Backhoe Loader
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 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.
Date: 09 December 2022 Offer Expires: 08 January 2023
Confidential
Quote Id: 27903593
Prepared For:
CITY OF PACIFICA
Prepared By: JOSH SHAPLAND
Pape Machinery, Inc.
38600 Cedar Blvd
Newark, CA 94560
Tel: 510-790-3600
Fax: 510-790-9120
Email: [email protected]
Salesperson : X ______________ Accepted By : X ______________ Confidential
Quote Summary
Prepared For:
CITY OF PACIFICA
CA
Prepared By:
JOSH SHAPLAND
Pape Machinery, Inc.
38600 Cedar Blvd
Newark, CA 94560
Phone: 510-790-3600
[email protected]
This sale is subject to Papé’s Terms and Conditions of Sale effective on the date hereof, which are incorporated in full by this reference. The Terms and Conditions of Sale are available at www. pape.com/terms , and will also be sent by mail or e-mail to the purchaser upon request.
Quote Id: 27903593
09 December 2022
19 December 2022
Created On:
Last Modified On:
Expiration Date: 08 January 2023
Equipment Summary Selling Price Qty Extended
JOHN DEERE 410 P-tier Backhoe
Loader Sourcewell Contract ID #
032119-JDC
$ 179,770.00 X 1 = $ 179,770.00
Equipment Total $ 179,770.00
Quote Summary
Equipment Total $ 179,770.00
SubTotal $ 179,770.00
Total $ 179,770.00
Down Payment (0.00)
Rental Applied (0.00)
Balance Due $ 179,770.00
Selling Equipment
Quote Id: 27903593
Confidential
JOHN DEERE 410 P-tier Backhoe Loader Sourcewell Contract ID # 032119- JDC
Hours:
Stock Number:
Code Description Qty
17E0T 410 P-tier Backhoe Loader 1
Standard Options - Per Unit
183E JDLink™ 1
0202 United States 1
0259 English 1
0351 Translated Text Labels 1
1003 Cab 1
3009 Autoshift Transmission - Mechanical
Front Wheel Drive (MFWD) with
Limited Slip Differential
1 4006 John Deere PowerTech™ EWL 4.5L
(276 cu. in.) Engine Meets Final Tier 4
and Stage IV Emissions
1 5250 Galaxy 21L-24 12PR Rear &
12.5/80-18 10PR Front
1 6154 Dual Maintenance Free Batteries With
Disconnect, Jump Post, and Engine
Block Heater
1 6576 1000 lb. (454 kg.) Front Counterweight 1
6752 Extendible Dipperstick 1
7002 Auxiliary Hydraulics with One & Two
Way Flow (Hammer & Thumb/Swinger)
1 7028 Pilot Controls, Two Lever, with Pattern
Selection
1 7040 Three-Function Loader Hydraulics,
Single Lever
1 7706 Multi-Brand Quick Coupler - 37 in.
Thumb Ready
1 7800 Less Backhoe Bucket with Bucket Pins 1
7865 92 in. (2.34 m.) Wide, 1.5 cu. yd. (1.15
cu. m.) Long-Lip Bucket
1 8025 Thumb - 37 in. 4 Tine 1
8039 Non-Export Rust Preventive Coating 1
8075 Diagnostic Oil Sampling Ports 1
8096 Premium Mirror Option - Exterior Rear
View Mirrors (2) and Front View Mirror
(1)
1 8109 Sun Visor 1
8115 MFWD Driveshaft Guard 1
Selling Equipment
Quote Id: 27903593
Confidential
8126 Heavy-Duty Grille Frame 1
8131 Heavy-Duty Stabilizer Pads 1
8142 LED Light Package 1
8165 Auto Ride Control 1
8183 Radio, Bosch Premium Package 1
8207 Seat, Cloth Air-Suspension 1
Dealer Attachments
AT437343 BKH Pin-On Bucket 24 In. (610 mm)
Heavy Duty 7.5 Cu. Ft. (0.21 Cu. M.)
1 AT437344 BKH Pin-on Bucket 24 In. (610 mm)
Heavy-Duty 8.8 Cu. Ft. (0.25 Cu. M.)
1 AT437616 BKH Pin-on Bucket 36 In. (914 mm)
Ditching 12.5 Cu. Ft. (0.35 Cu. M.)
1 xtra pins for backhoe buckets 1
Other Charges
Freight 1
Notice: When operated in California, any off-road diesel vehicle may be subject to the California Air Resources Board In-Use Offroad Diesel Vehicle Regulation. It therefore could be subject to retrofit or accelerated turnover requirements to reduce emissions of air pollutants. For more information, please visit the California Air Resources Board website at:
http://www.arb.ca.gov/msprog/ordiesel/ordiesel.htm.