PURCHASE AGREEMENT
CITY OF PACIFICA
DEPARTMENT OF PUBLIC WORKS
PURCHASE ORDER NO. _________
Seller (Vendor): Buyer:
Name Clark Equipment Name: City of Pacifica
Address 250 E Beaton Dr Address: 170 Santa Maria Avenue City, State Zip: West Fargo, ND 58078 City, State, ZIP: Pacifica, CA 94044 Attn: Heather Messmer Attn: Chris Martin
Phone: (701) 241-8719 Fax: N/A Phone: (650) 738-3774 Fax: (650) E-mail: 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
11/9/2022 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 MMB-01716 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 Bobcat UW56 72.92.0760.55110.0000.000 1 $ 55,978.63 $ 55,978.63 TBD Dealer PDI 72.92.0760.55110.0000.000 1 $ 150.00 $ 150.00 Dealer Assembly 72.92.0760.55110.0000.000 1 $ 740.00 $ 740.00 Material and Logistics 72.92.0760.55110.0000.000 1 $ 4,934.00 $ 4,934.00 TOTAL $ 61,802.63
Sales Tax : $ 5,794.00
Shipping: $ 1,400.00
P.O. Total: $ 68,996.63
PURCHASE AGREEMENT
Project Title: Clark Equipment – Bobcat UW56
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: Clark Equipment
Authorized Signature: _______________________
Name: Heather Messmer
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: Clark Equipment – Bobcat UW56
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
PURCHASE AGREEMENT
Project Title: Clark Equipment – Bobcat UW56
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.
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
PURCHASE AGREEMENT
Project Title: Clark Equipment – Bobcat UW56
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 One (1) 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 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
PURCHASE AGREEMENT
Project Title: Clark Equipment – Bobcat UW56
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.
Product Quotation
Quotation Number: MMB-01716
Date: 2022-11-09 14:00:53
Customer Name/Address: Bobcat Delivering Dealer ORDER TO BE PLACED WITH:
Contract Holder/Manufacturer
CITY OF PACIFICA 633252
Attn: CHRIS MARTIN
170 Santa Maria Ave
Pacifica, CA 94044-2506
Bobcat of Fremont, Fremont, CA
40595 Albrae St.
FREMONT CA 94538
Phone: (510) 897-4123
Fax: (510) 897-4007
Clark Equipment Co dba Bobcat
Company
250 E Beaton Dr,
West Fargo, ND 58078
Phone: 701-241-8719
Fax: 855-608-0681
Contact: Heather Messmer
[email protected]
Description Part No Qty Price Ea. Total
Bobcat UW56 M1225 1 $53,265.60 $53,265.60
Adjustable Vinyl Seats
All-Wheel Steer
Automatically Activated Glow Plugs
Auxiliary Hydraulics
• Variable Flow with dual direction detent
Beverage Holders
Bob-Tach
Boom Float
Cargo Box Support
Cruise Control
Speed Management
Enclosed Cab with HVAC
Dual Port USB charger
Lower Engine Guard
Limited Slip Transaxle
Engine and Hydraulic Monitor with Shutdown
Front LED Work Lights
Full-time Four-Wheel Drive
Horsepower Management
• Roll Over Protective Structure (ROPS) . Meets
Requirements of SAE-J1040 & ISO 3471
• Falling Object Protective Structure (FOPS) . Meets
Requirements of SAE-J1043 & ISO3449, Level I
Dome Light
Hydraulic Dump Box
Instrumentation: Standard 5" Display with
Keyless Start, Engine Temperature and Fuel
Gauges, Hour meter, RPM and Warning
Indicators. Includes maintenance interval
notification, fault display, job codes, quick start,
and security lockouts.
Joystick, Manually Controlled with Lift Arm Float
Lift Arm Support
Parking Brake, automatic
Power Steering with Tilt Steering Wheel
Radiator Screen
Rear Receiver Hitch
Seat Belts, Shoulder Harness
Spark Arrestor Muffler
Suspension, 4-wheel independent
Tires: 27 x 10.5-15 (8 ply), Lug Tread
Toolcat Interlock Control System (TICS)
Two-Speed Transmission
Machine Warranty: 12 Months, unlimited hours
Bobcat Engine Warranty: Additional 12 Months
or total of 2000 hours after initial 12 month
warranty
Attachment Control M1225-R08-C02 1 $188.80 $188.80
Traction Control M1225-R16-C02 1 $436.00 $436.00
Rear Worklight 7439789 1 $218.09 $218.09
Rotating Beacon 7424195 1 $222.75 $222.75
Road Light Kit 7432520 1 $1,497.54 $1,497.54
Backup Alarm 7434733 1 $149.85 $149.85
Total of Items Quoted $55,978.63
Dealer P.D.I. $150.00
Freight Charges $1,400.00
Dealer Assembly Charges $740.00
Other Charges: Material and Logistics $4,934.00
Quote Total - US dollars $63,202.63
Notes:
*Prices per the Sourcewell Contract #040319-CEC.
*Terms Net 60 Days. Credit cards accepted.
*FOB Destination
*State Sales Taxes apply. IF Tax Exempt, please include Tax Exempt Certificate with order. *TID# 38-0425350
*Orders Must Be Placed with: Clark Equipment Company dba Bobcat Company, Govt Sales, 250 E Beaton Drive, West Fargo, ND 58078.
*Quote valid for 30 days
ORDER ACCEPTED BY:
___________________________________ ___________________________________
SIGNATURE DATE
___________________________________ ___________________________________
PRINT NAME AND TITLE PURCHASE ORDER NUMBER
DELIVERY ADDRESS:_______________________________________________________________ BILLING ADDRESS (if different than Ship To):___________________________________________ TAX EXEMPT? ________YES ________NO
Exempt in the State of ________________________________ Tax Exempt ID:
FEDERAL - ____________________________________________
STATE - ___________________________________________
Expiration Date: _____________________________________