MEMORANDUM
March 17, 2023
TO: Harry Black, City Manager
FROM: Jodi Almassy, Public Works Director
SUBJECT: APPROVAL FOR EMERGENCY PROCUREMENT OF A PIERCE LADDER TRUCK_______________________________________________________ The City has a fleet of six fire ladder trucks. Three ladder trucks are used in frontline service while three ladder trucks were in reserve status.
On August 2, 2021, Unit 2411, a 1993 Pierce ladder truck was involved in an automobile accident and damaged beyond repair. On October 12, 2021, by Resolution No. 2021-10-12-1205, Council approved the purchase of one new Rosenbauer ladder truck which is expected to arrive in February 2024.
During the storm event on December 31, 2022, a tree fell on Unit 2108, a 1988 Pierce ladder truck. The ladder truck was sent to a fire truck fabrication shop and was determined to be damaged beyond repair.
The City’s fleet of fire ladder trucks has reached a critical level and, as such, Public Works is requesting:
x An emergency Purchase Order (PO) to be issued to Golden State Fire Apparatus, in the amount of $1,602,648.08 for the purchase of one Pierce Manufacturing, Inc. 107’ Enforcer Ladder Truck (Stock No. 39701). The Fire Department has reviewed the ladder truck specifications and confirmed that this truck meets their operational needs. x City Manager approval to utilize Sourcewell Contract No. 113021 for preferred pricing to purchase one Pierce Manufacturing, Inc. 107’ Enforcer Ladder Truck (Stock No. 39701).
Pierce Manufacturing, Inc. has one ladder truck being released for sale this month, with an estimated build completion of September 2023. Golden State Fire Apparatus, the local Pierce Manufacturing, Inc. dealer, has the ability to secure Stock No. 39701 for the City with the issuance of a PO and estimates delivery of the ladder truck in September 2023. There is adequate funding in the Fleet ISF, Equipment Acquisition Account No. 4530-718-800004-500-000-00-45-000-000, to fund this purchase.
There is no impact to the City’s General Fund in completing this purchase. Approval of this request is urgent as other agencies are queued to secure this unit should the City of Stockton delay or fail to provide a PO by March 22, 2023.
Concur:
JODI ALMASSY, DIRECTOR
PUBLIC WORKS DEPARTMENT HARRY BLACK, CITY MANAGER
JLA:CR:MO:bh
cc: William Crew, Deputy City Manager
Courtney Christy, Deputy City Manager
Richard Edwards, Fire Chief
CC G
ATTACHMENT A
CITY OF STOCKTON
STANDARD AGREEMENT AMENDMENT
This Amendment Number 1 to the above-referenced Agreement is entered into on between the City of Stockton (“City”) and Pierce Manufacturing, Inc. through affiliated vendor, Golden State Fire Apparatus “Contractor”.
RECITALS
Cooperative/Piggyback Purchase Agreement, Paragraph 8 states this Agreement may not be amended only by a written amendment, consistent with Coop, signed by Contractor and City, and The City needs to increase the Compensation, Not to Exceed amount in Section 3 of the Cooperative/Piggyback Purchase Agreement and Agreement Summary Box 9, by $1,602,648.08 (proposal #90112-23B) for the purchase of an additional fire apparatus; and
Now, therefore, the City and the Contractor mutually agree as follows:
1. The maximum not to exceed amount in Section 3 of the Cooperative/Piggyback Purchase Agreement, is amended to: $2,379,049.18. Whereas $776,401,10 is funded by ARPA and $1,602,648.08 is funded by the Fleet Internal Service Fund (ISF), Equipment Acquisition Account No. 4530-718-800004-500-000-00-45- 000-000.
All other terms and conditions of the Agreement shall remain unchanged and remain in full force and effect unless modified by a written amendment signed by both parties.
IN WITNESS WHEREOF, the authorized parties have executed this Agreement.
CONTRACTOR
_____________________________________________________________________________________________ Contractor’s Name (if other than an individual, state whether a corporation, partnership, etc.):
_____________________________________________________________________________________________ Authorized Signature Date
_____________________________________________________________________________________________ Printed Name and Title of Person Signing
_____________________________________________________________________________________________ Address
CITY OF STOCKTON
_____________________________________________________________________________________________ Harry Black, City Manager Date
ATTEST:
_____________________________________________________________________________________________ Eliza R. Garza CMC, City Clerk
APPROVED AS TO FORM:
Lori M. Asuncion, City Attorney
BY:
Agreement Number: Amendment
Number:
423000156 1
_____
________________________________________ _________
_
_
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____________________________________ ______________________ ___________________________________________ _
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ATTACHMENT A
Golden State Fire Apparatus Inc.
Ryan Wright, President
03/17/2023
7400 Reese Road - Sacramento, CA 95828
Prepared Especially For:
CITY OF STOCKTON
One (1) Pierce
Manufacturing, Inc.
107’ Enforcer Ladder Truck
(Stock #39701)
ATTACHMENT A
TABLE OF CONTENTS
Product Proposal (Exhibit A)
Purchasing Terms and Conditions (Exhibit B)
Product Specifications (Exhibit C)
x Supporting Documents
o Electrical Analysis
o Turning Radius Report
Product Warranties (Exhibit D)
Dealer Supplied Products and/or Services (Exhibit E)
ATTACHMENT A
PRODUCT
PROPOSAL
Exhibit “A”
ATTACHMENT A
FIRE APPARATUS PROPOSAL FOR:
City of Stockton Fire Department
400 E. Main Street
Stockton, CA 95202
SHIP TO:
SAME
SALES CONSULTANT
Ryan Wright
[email protected]
Mobile: (209) 613-3809
SUBMITTED DATE EXPIRATION DATE GSFA PROPOSAL # MANUFACTURER BID # MANUFACTURER CONSORTIUM 01/12/2023 04/28/2023 90112-23B 2070 Pierce Manufacturing Inc.
Sourcewell #113021,
ID #236 – Member
#26357
Golden State Fire Apparatus, Inc. (“GSFA”) is pleased to provide the following fire apparatus ("Product”) proposal to the CITY OF STOCKTON (“Customer”) for consideration. This offer is comprised of the Product Proposal (“Exhibit A”), which includes the Payment Terms set forth below; the Purchasing Terms and Conditions (“Exhibit B”); Product Specifications (“Exhibit C”); Product Warranties (“Exhibit D”); and Dealer Supplied Products and/or Services (“Exhibit E”). Through its signature below or other Acceptance (as defined on page 2), Customer acknowledges having received, read and being bound by this Proposal, and all Exhibit’s at the prices listed below:
PAYMENT TERMS - Customer shall pay the Grand Total Purchase Price at time of delivery or pick up of the Product to GSFA. It is the responsibility of the Customer to have full payment ready when th e Product is complete and ready to deliver or pick up. If payment is late or delivery is delayed pending payment, a late fee as specified in section 7 of Exhibt B may be applied.
PRODUCT COMPLETION – Product shall be built by Manufacturer in accordance with Exhibit C of the specifications hereto attached, and be ready for final inspection by Customer at the manufacturing facility within approximately 245 CALENDAR DAYS after receipt of this order and the acceptance thereof by GSFA. Product Completion is subject to: (A) all causes beyond our con trol in accordance with sections 8 and 14 of Exhibit B, and (B) extension due to changes made by the Customer in accordance with sectio ns 19 and 20 of Exhibit B.
PREDELIVERY SERVICE – If applicable, after transportation from the manufacturing facility and prior to final delivery, the Product shall receive additional Products and/or Services in accordance with Exhibit E of the specifications hereto attached. It is estimated that Exhibit E will add approximately 15 to 25 CALENDAR DAYS additional to the above Product Completion.
PROPOSAL EXPIRATION – This proposal supersedes any previous proposal(s) presented by GSFA and its employees and is valid for purchase until the “expiration date”. Unless accepted by the expiration date, Company reserves the right to withdraw this propo sal or provide updated pricing prior to an order being accepted.
PURCHASE ORDER - If the Customer elects to issue a Purchase Order (PO) it shall be made out to: Golden State Fire Apparatus, Inc. – 7400 Reese Road – Sacramento, CA 95828.
ACCEPTANCE OF THIS PROPOSAL CREATES AN ENFORCEABLE BINDING AGREEMENT BETWEEN GSFA AND CUSTOMER. “ACCEPTANCE” MEANS THAT THE CUSTOMER DELIVERS TO GSFA: (A) THIS PROPOSAL SIGNED BY DULY AUTHORIZED Item Product Description Unit Price
A One (1) Pierce Manufacturing, Inc. STOCK 107’ Enforcer Ladder Truck (Job 39701) 1,420,303.29 B Change Order / Contingency Fund Allowance 50,000.00
C SUBTOTAL 1,470,303.29
D 9.00% State Sales Tax 132,327.30
E California Tire Fee 17.50
G GRAND TOTAL PURCHASE PRICE 1,602,648.08
7400 Reese Road
Sacramento, CA 95828
Phone (916) 330-1638
www.goldenstatefire.com
ATTACHMENT A
REPRESENTATIVES, OR (B) A PURCHASE ORDER INCORPORATING THIS PROPOSAL, WHICH IS DULY APPROVED, TO THE EXTENT APPLICABLE, PER SECTION 8. ACCEPTANCE OF THIS PROPOSAL IS EXPRESSLY LIMITED TO THE TERMS CONTAINED IN THIS PROPOSAL AND GSFA’S PURCHASING TERMS AND CONDITIONS. ANY ADDITIONAL OR DIFFERENT TERMS, WHETEHR CONTAINED IN CUSTOMER’S FORMS OR OTHERWISE PRESENTED BY CUSTOMER AT ANY TIME, ARE HEREBY REJECTED.
INTENDING TO CREATE A BINDING AGREEMENT, Customer and GSFA have each caused this Proposal to be executed by their duly authorized representatives as of date of the GSFA signatures below.
ACCEPTED AND AGREED TO BY City of Stockton, a California corporation AUTHORIZED CUSTOMER REPRESENTATIVE: CUSTOMER ATTEST:
_______________________________________ _______________________________________ Signature Signature
_______________________________________ _______________________________________ Print Name Print Name
_______________________________________ _______________________________________ Title Title
________________________________________ _______________________________________ Date Date
ACCEPTED AND AGREED TO BY GOLDEN STATE FIRE APPARATUS INC, a California corporation AUTHORIZED GSFA REPRESENTATIVE: GSFA ATTEST:
_______________________________________ _______________________________________ Signature Signature
_______________________________________ _______________________________________ Print Name Print Name
_______________________________________ _______________________________________ Title Title
________________________________________ _______________________________________ Executed Date Executed Date
NOTE:
x This Agreement is not a valid and binding obligation until approved, dated and executed by GSFA x Day one of the “Product Completion” timeframe starts on the “Executed Date”
ATTACHMENT A
PURCHASING
TERMS AND
CONDITIONS
Exhibit “B”
ATTACHMENT A
PURCHASING TERMS AND CONDITIONS
These Purchasing Terms and Conditions, together with the Product Proposal and all attachments (collectively, the “Agreement”) are entered into by and between Golden State Fire Apparatus, Inc. a California corporation (“GSFA”) and Customer (as defined in Golden State Fire Apparatus, Inc’s Product Proposal document). Both GSFA and Customer may be referred throughout this document individually as a “party” or collectively as the “Parties.”
1. Definitions.
a. “ Acceptance” means Customer’s receipt of the Product, subject to the inspection provisions contained in Section 24 of this Agreement.
b. “ Dealer Preparation” If applicable, means additional product(s) and/or services added by GSFA to the fire apparatus and equipment produced by the Manufacturer to get the items included in the Agreement ready for delivery.
c. “ Delivery” means the delivery of the Product to Customer by GSFA, as set forth in Section 10 of this Agreement.
d. “ Final Inspection” means a physical inspection of the Product by the Customer to ensure that the apparatus is built to specification and to detect any deficiencies that require correction. e. “ Grand Total Purchase Price” means all direct and indirect labor and material costs, taxes, duties, fees, and any other charges applicable to complete the total requirements as specified in the solicitation document. f. “ Late Fee” means a charge a Customer pays when they fail to make a payment on a Product(s) by the due date.
g. “ Manufacturer” means the person or persons, company, firm, corporation, partnership, or other organization responsible for turning raw materials or components into a finished product. h. “ Product” means the fire apparatus and any associated equipment listed on Exhibit A, attached hereto, and further described in the Specifications.
i. “ Product Proposal” means the proposal provided to the Customer prior to executing this Agreement, and it is attached and incorporated herein as part of this Agreement. j. “ Product Completion” means the fire apparatus and equipment produced by the Manufacturer is complete and ready for final inspection by the Customer at the Manufacturing facility. k. “ Purchase Order (PO)” means a legal document that is created by a Customer and sent to GSFA to confirm the Customer’s intention to purchase products and/or services. l. “ Specifications” means the specifications for the Product, which are set forth in Exhibit C, attached hereto.
2. Purpose. This Agreement sets forth the Purchasing Terms a nd Conditions of GSFA’s sale of the Product to the Customer.
3. Term of Agreement. This Agreement will become effective on the date it is signed by both Customer and GSFA (“Executed Date”) and, unless earlier terminated pursuant to the terms of this Agreement, it will terminate upon payment in full of the Grand Total Purchase Price.
4. Stock / Demo Units. If applicable, any stock/demo unit(s), including those identified by this Product Proposal, are available for sale on an as-is, first-come and first served-basis. Regardless of this Product Proposal, the first Customer to enter into a Purchase Agreement identifying any such stock/demo unit(s) shall obtain said unit(s).
5. Multiple Unit Purchase. If applicable, the Grand Total Purchase Price includes pricing for multiple units, the price stated on this Product Proposal shall only be valid if the quantity of Products being proposed are purchased at the same time, pursuant to the same Purchase Agreement.
ATTACHMENT A
6. Purchase and Payment. The Customer agrees to purchase the Product specified on Exhibit A for the price shown on Exhibit A (the “Grand Total Purchase Price”) and pursuant to the payment terms set forth in Exhibit A. The Grand Total Purchase Price is in U.S. dollars. Where customer op ts for a Prepayment Discount that specifies Customer will tender one or more prepayments to GSFA, Customer must provide each prepayment within the time frame specified in Exhibit A in order to receive the Prepayment Discount for that prepayment installment, or a Late Fee may be applied. Within thirty (30) calendar days after receipt of this order and acceptance thereof, GSFA shall submit to Customer a tentative product completion date.
7. Late Fee. A late fee of 0.033% of the Grand Total Purchase Price will be charged per calendar day for overdue payments beginning ten (10) calendar days after the paymen t is due for the first thirty (30) calendar days. The late fee increases to 0.044% per calendar day until the payment is received. In the event of a pre-payment being received after the due date, the discount will be reduced by the same percentages above which will result in the Grand Total Purchase Price being increased.
8. Representations and Warranties. Customer hereby represents and warrants to GSFA that the purchase of the Product(s) have been approved by Customer in accordance with applicable general laws and, as applicable, Customer’s charter, ordinances, purchasing policies, and other governing documents, and funding for the purchase has been duly budgeted and appropriated, and executed by the appropriate Customer employees, officials, and/or representatives.
9. Cancellation/Termination. In the event Customer and GSFA enter into this Agreement, and Customer thereafter cancels or terminates the Agreement, GSFA will charge a cancellation fee as follows: (a) 10% of the Grand Total Purchase Price after order is accepted and entered by GSFA; (b) 20% of the Grand Total Purchase Price after completion of the pre-construction phase of the order process; and (c) 50% of the Grand Total Purchase Price after the requisition of any materials or commencement of any manufacturing or assembly of the Product by either GSFA or the manufacturer of the Product. The tier of cancellation fee applicable to any cancellation shall be in the sole and absolute discretion of GSFA. Customer may request a fee waiver, and GSFA, in its sole discretion, may agree to waive and/or adjust such fee, and will inform Customer in writing of its decision.
10. Delivery. The Product is scheduled to be delivered as specified in the Product Completion and Predelivery Service (together “Delivery”) sections of Exhibit A. Delivery is an estimate, and GSFA is not bound to such date unless it otherwise agrees to in writing. GSFA is not responsible for Delivery delays caused by or because of actions, omissions or conduct of the Manufacturer, its employees, affiliates, suppliers, contractors, and carriers.
Risk of loss shall pass to Customer upon Delivery. However, title to the Product shall only pass to Customer upon Delivery if Customer has then fully paid GSFA all amounts due hereunder. If Delivery occurs before Customer has fully paid all amounts due hereunder, Customer may not mount equipment, conduct training, or place the Product into service until all such amounts have been paid. Due to insurance liability, the Product(s) will not be left at the Customer’s location without full acceptance and payment or prior written agreement between the Customer and GSFA. Proof of insurance must be demonstrated by the Customer to GSFA prior to transferring of the Product(s).
11. Standard Warranty. Any applicable manufacturer warranties are attached hereto as Exhibit D and made a part hereof. Any additional warranties must be expressly approved in writing by GSFA. a. Disclaimer . OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GSFA, ITS AFFILIATES, AND
THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES, DO NOT
MAKE ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCT PROVIDED HEREUNDER OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY.
WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED
WARRANTY AGAINST INFRINGEMENT, AND THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. STATEMENTS MADE BY SALES CONSULTANTS OR IN PROMOTIONAL MATERIALS DO NOT CONSTITUTE WARRANTIES.
ATTACHMENT A
b. Exclusions of Incidental and Consequential Damages. In no event shall GSFA be liable for consequential, incidental, or punitive damages incurred by Customer in connection with any matter arising out of or relating to this Agreement, or the breach thereof, regardless of whether such damages arise out of breach of warranty, Agreement, indemnity, whether resulting from non-delivery or from GSFA’s own negligence, or otherwise, unless such damages arise solely from the reckless and/or deliberate misconduct of GSFA.
12. Notice. Any required or permitted notices hereunder must be given in writing at the address of each party set forth below, or to such other address as either party may substitute by written notice to the other in the manner contemplated herein, by one of the following methods: hand delivery; registered, express, or certified mail, return receipt requested, postage prepaid; or nationally recognized private express courier:
G S F A : C U S T O M E R :
Golden State Fire Apparatus Inc. See Address in Exhibit A 7400 Reese Road
Sacramento, CA 95828
13. Indemnification of GSFA. Customer shall indemnify, defend, and hold harmless GSFA, its agents, servants, successors and assigns from and against all losses, damages, injuries, claims, demands and expenses, including legal expenses, of whatever nature (“Damages”) to the extent Damages arise out of Customer’s negligent use, storage, or operation of the Product following Delivery, regardless of where, how, and by whom operated. The indemnification and assumptions of liability and obligation herein provided shall continue in full force and effect notwithstanding the termination of this Agreement, whether by expiration of time, by operation of law or otherwise. This provision is not intended to constitute the exclusive remedy of the Parties under this Agreement; the Parties may seek indemnity from one another under other legal principals, whether based in equity or law, so long as they do not nullify or cancel the effects of this paragraph. This prov ision does not cover and/or apply to any losses, damages, injuries, claims, demands, and/or expenses that arise solely due to GSFA’s negligence.
14. Force Majeure. GSFA shall not be responsible nor deemed to be in default on account of delays in performance due to causes which are beyond GSFA’s and manufacturer’s control and which make GSFA’s performance impracticable, including but not limited to wars, insurrections, strikes or labor unrest, riots, fires, storms, floods, other acts of nature, explosions, earthquakes, accidents, any act of federal, state or local government, failure or delays in transportation, inability to obtain necessary labor supplies or manufacturing facilities, supply chain issues, allocation regulations or orders affecting materials, equi pment, facilities or completed products, failure to obtain any required license or certificates, acts of God or the public enemy or terrorism, failure of transportation, epidemics, quarantine restrictions, failure of vendors (due to causes similar to those within the scope of this clause) to perform their Agreements or labor troubles causing cessation, slowdown, or interruption of work.
15. Customer’s Obligations . Customer shall provide its timely and best efforts to cooperate with GSFA and Manufacturer during the manufacturing process to create the Product. Reasonable and timely cooperation includes, without limitation, Customer’s providing timely information in response to a request from Manufacturer or GSFA and Customer’s participation in traveling to Manufacturer’s facility for inspections and approval of the Product.
16. Default. The occurrence of one or more of the following shall constitute a default under this Agreement: (a) Customer’s failure to pay any amounts due under this Agreement or Customer’s failure to perform any of its obligations under this Agreement; (b) GSFA’s failure to perform any of its obligations under this Agreement; (c) either Party becoming insolvent or becoming subject to bankruptcy or insolvency proceedings; (d) any representation made by either Party to induce the other to enter into this Agreement, which is false in any material respect; (e) any action by Customer to dissolve, merge, consolidate or transfer a substantial portion of its property to another entity; or (f) a default or breach by Customer under any other Agreement or agreement with GSFA.
17. Component Price Volatility. GSFA shall not be responsible for any unforeseen price increase enacted by suppliers of major components of the Product (including but not limited to commercial chassis, engine, transmission, and fire pump) after the execution of this Agreement or issuance of Purchase Order. Any price increases for major
ATTACHMENT A
components of the product will be passed through to the Customer and will be documented on a Change Order. The Parties shall meet and confer prior to enacting any Change Order set out above.
18. Commercial Chassis Price Volatility. If applicable, GSFA shall not be responsible for any commercial chassis price increase or surcharge enacted by a commercial chassis Original Equipment Manufacturer (OEM) after the execution of this Agreement or issuance of Purchase Order. Any commercial chassis price increase or surcharge will be passed through to the Customer and will be documented on a Ch ange Order. Customer shall pay any commercial chassis price increase or surcharge prior to delivery at the “ship to” address.
19. Global Supply Chain. Due to global supply chain constraints, any product completion date contained herein is a good faith estimate as of the date of this proposal, and merely an approximation based on current information.
Product completion is subject to updates and if applicable, updates will be provided when available.
19. Change Orders. The Customer may request that GSFA incorporate a change to the Product or the Specifications for the Product by delivering a written Change Order to GSFA, which shall include a description of the proposed change sufficient to permit GSFA to evaluate the feasibilit y of such change (a “Change Order”). GSFA will provide Customer a written response (a “Response”) stating (i) whether GSFA will accommodate such Change Order (which GSFA may decide in its sole and absolute discretion) and (ii) the terms of the modification to the order, including any increase or decrease in the Grand Total Purchase Price resulting from such Change Order, a commercially reasonable date on which any increase in the Grand Total Purchase Price must be paid, and any effect on production scheduling or Delivery resulting from such Change Order. Customer shall have seven (7) calendar days after receipt of the Response to notify GSFA as to whether Customer desires to make the changes GSFA has approved in the Response.
In the event Customer countersigns GSFA’s Response, Customer shall pay the increase (or be refunded the decrease) in the Grand Total Purchase Price by the date specified in the Response.
20. Changes Required by New Standards. The Grand Total Purchase Price shall be subject to increase in the event any governmental entity or trade association, including, but not limited to, the NFPA, DOT, and EPA, issues new regulations which pertain to the Product. GSFA shall promptly notify Customer when it becomes aware of any potential or required change in regulations that would impact the product purchased. In the event of any such change in the regulations, GSFA shall send Customer an invoice for any change to the Grand Total Purchase Price, which, to the extent practicable, shall itemize any such price increases. The invoice will specify a commercially reasonable date by which Customer must pay the increase in the Grand Total Purchase Price, subject to Customer’s right to terminate as set forth in Exhibit A.
21. Changes in Commercial Specifications. Specifications for all commercial components of the Product, manufactured by companies other than the Manufacturer listed in Exhibit A, are subject to change without notice.
Specifications for such components will be as available at the time of manufacture of the Product. GSFA shall not be liable for any specification deviations from the original Agreement specifications on such components made by their original manufacturer.
22. State Sales Tax. Customer shall be responsible for the cost of state sales tax associated with, or attributable to, the Product. The taxes owed by Customer for the Product is subject to adjustment for the applicable state sales tax rate in effect when the Product is delivered to the Customer. Therefore, the sales tax will be increased or decreased at the time of delivery if a change in the sales tax rate has occurred, in which case Customer shall pay GSFA (or be refunded by GSFA) the applicable change in sales tax.
23. Contradictions. In the event of a conflict between the GSFA Proposal and the Terms and Conditions set out in this Agreement, this Agreement and its attachments shall control.
24. Inspection and Acceptance . Upon Delivery, Customer shall have ten (10) calendar days within which to inspect the Product for substantial conformance to the Specifications, and in the event of substantial non-conformance to the Specifications to furnish GSFA with written notice sufficient to permit GSFA to evaluate such non-conformance (“Notice of Nonconformance to Specifications”). Continge nt upon part availability, any Product not in substantial
ATTACHMENT A
conformance to material Specifications shall be remedied by GSFA within thirty (30) calendar days from the Notice of Nonconformance to Specifications. In the event GSFA does not receive a Notice of Nonconformance to Specifications within ten (10) calendar days of Deliver y, Product will be deemed to be in conformance with Specifications and accepted by Customer.
25. Manufacturer’s Statement of Origin . It is agreed that the manufacturer’s statement of origin (“MSO”) for the Product covered by this Agreement shall be retained and remain in the possession of GSFA per California Department of Vehicles (DMV) directive. An exception to receiving the original MSO is if the Customer is self-registering, as they must meet good-faith Process of Duty with DMV and retain its own MSO.
26. Assignment. The relationship of the Parties established under this Agreement is that of independent contractors and neither Party is a partner, employee, agent, or joint venture of or with the other. Neither Party may assign its rights and obligations under this Agreement unless it has obtained the prior written approval of the other Party.
27. Governing Law; Jurisdiction; Disputes. Without regard to any conflict of law’s provisions, this Agreement is to be governed by and under the laws of the state of California. Prior to taking any legal action that may and/or can arise out of this Agreement, the Parties shall first attempt mediation with an agreed upon mediator. If the Parties cannot agree upon a mediator, they shall submit the dispute to JAMS based in Sacramento, California. Following a failed mediation, any dispute concerning and/or claim regarding this Agreement and/or the terms and conditions herein may only be filed and/or heard in the Superior Court, County of Sacramento.
28. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original (including copies sent to a party by electronic transmission) as against the pa rty signing such counterpart, but which together shall constitute one and the same instrument.
29. Electronic Signature Consent. By signing and accepting this proposal, I agree that this signature will be an electronic representation of my signature for all purposes when I use them on documents, including legally binding Agreements – just the same as a wet ink signature on paper.
30. Entire Agreement; Amendments. This Agreement, including its exhibits, is the exclusive agreement between the parties for the Product. No change in, modification of, or revision of this Agreement shall be valid unless in writing and signed by duly authorized representatives of both parties with authority to sign such amendments to this Agreement.
END OF PURCHASING TERMS AND CONDITIONS
ATTACHMENT A
PRODUCT
SPECIFICATIONS
Exhibit “C”
ATTACHMENT A
THIS PAGE
INTENTIONALLY
LEFT BLANK
ATTACHMENT A
ATTACHMENT A
PRODUCT
WARRANTIES
Exhibit “D”
ATTACHMENT A
THIS PAGE
INTENTIONALLY
LEFT BLANK
ATTACHMENT A
DEALER
SUPPLIED
PRODUCTS
AND/OR
SERVICES
Exhibit “E”
ATTACHMENT A
DEALER SUPPLIED EQUIPMENT and/or SERVICES
The following items and/or services will be provided by Golden State Fire Apparatus Inc. (GSFA) prior to final delivery:
LICENSED MANUFACTURER
The State of California Vehicle Code, section 11701 re quires “every manufacturer of a vehicle subject to registration shall make application to the Department of Motor Vehicles (DMV) for a license containing a general distinguishing number”. The manufacturer has a current license at time of proposal and shall provide a copy upon request. Temporary licenses are not acceptable.
LICENSED DEALERSHIP
The State of California Vehicle Code, section 11701 requ ires a “dealer in vehicles of a type subject to registration, shall make application to the Department of Motor Vehicles (DMV) for a license containing a general distinguishing number”. Golden State Fire Apparatus, Inc. has a current license at time of bid as outlined above and is available upon request. Temporary licenses are not acceptable.
LICENSED SALES REPRESENTATIVE
The State of California Vehicle Code, section 11800 requires that it shall be “unlawful for any person to function as a vehicle salesperson without having first procured a license issued by the Department of Motor Vehicles (DMV)”. The representative has a current vehicle salespersons license at time of proposal and shall provide a copy upon request. Temporary licenses are not acceptable.
VEHICLE REGISTRATION
The State of California Vehicle Code section 11739 requires that the “dealer of a new motor vehicle sale is responsible for applying for the title, securing vehicle registration, and obtaining license plates for the Customer” through the Department of Motor Vehicles (DMV). Golden State Fire Apparatus, Inc. is a factory-authorized dealer of the vehicle being sold and is authorized to register with the State of California as a new vehicle manufacturer.
GSFA will make all necessary applications and complete all transfer papers, including applying for California Exempt “E” license plates.
WEEKLY PROGRESS PHOTOGRAPHS
GSFA will provide weekly photographs of the apparatus or the major components as they are being constructed. The photographs will commence at the start of the manufacturing process and will continue through production by the manufacturer. The reports will show the progress of the apparatus through the course of each week. Special attention will be given to show the unique features and aspects of the apparatus as construction progresses.
FINAL INSPECTION, FACTORY TRIP
A final inspection trip to the manufacturing facility will be provided for THREE (3) Customer representative(s). The intent of this trip is to ensure that the apparatus is built to specification and to detect any deficiencies that require correction. The final inspection trip will have a duration of THREE (3) days and TWO (2) nights and be scheduled at times mutually agreed upon between GSFA and the Customer.
Costs for airfare, lodging, meals, and ground transporta tion while at the manufacturer’s location will be the responsibility of GSFA. Air travel will be from one of the following airports: Sacramento, San Francisco, or San Jose.
Costs such as Customer ground transportation in Califor nia, Customer airport parking, Customer luggage fees and Customer incidentals while traveling to the factory will be the responsibility of the Customer.
Flight reservations are non-refundable and in the event of a cancellation after booking, the Customer will
ATTACHMENT A
be responsible for all costs associated with this cancellation, which may include not only the original ticket cost but also any change or cancellation fees imposed by the airline and/ or travel agency. Flight reservations are also non-transferable.
DELIVERY TO AUTHORIZED SERVICE FACILITY
GSFA will, at their expense, deliver the apparatus (including any applicable equipment, spare parts, and supplies) to their Northern California facility in Sacramento for a dealer preparation inspection.
To ensure proper break in of all components while still under warranty, the apparatus shall be delivered under its own power - rail or truck freight shall not be acceptable.
PRE-DELIVERY SERVICE
After transportation from the factory and prior to delivery, the apparatus will receive a pre-delivery service to confirm proper operation and correction of any issues found as a result of said inspection. The Golden State Fire Apparatus, Inc. pre-delivery service consists of the following:
x Engine Compartment and Undercarriage – Check for any broken mounting brackets and inspect for correct capacities of the following (if applicable): engine oil, coolant, power steering fluid, washer reservoir fluid, transmission fluid, rear end fluid, pump transmission oil, and primer oil. x Interior – Operate all doors, windows, and locks for proper adjustment. Check upholstery. x Exterior – Repair reasonable paint scratches or chips. Tighten any loose hardware and inspect tires and wheels for proper pressure and lug torquing.
x Road Test – With the water tank (if applicable) full, the apparatus will be driven approximately twenty miles which allows the drive train components to get up to operating temperature. Road test will be on both city and highway roads. A DOT compliant brake test will be conducted to ensure the system is holding air. The brake condition and wheel seals will also be inspected. x Electrical - Operate all lights, sirens, and other electrical accessories to verify operation. x Pump - If applicable, vacuum test the pump to hold for 15 minutes. After vacuum test, operate the relief valve, transfer valve and check pump shift. Check water tank for leaks and inspect water level gauge for calibration. With discharge caps loose, rapid test all individual gauges and main gauges for calibration. Lubricate valve rods.
x Foam System – If applicable, tighten caps and connect foam lines. Test selector, valves, metering valve and operation of foam system (including flush).
x Fuel Tank - Fuel tank will be filled at the dealership location prior to final delivery. x DEF Tank - DEF tank will be filled at the dealership location prior to final delivery. x Wash - The apparatus will be thoroughly washed at the dealership location prior to final delivery.
CHANGE ORDER / CONTINGENCY FUND
A change order / contingency fund in the sum of $50,000 is included in the bid price to cover the cost of change orders, unforeseen items or required work that may come up during construction. Any unused portion
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of this fund will be credited back on the final invoice or reimbursed in the form of a check to the City of Stockton.
FINAL DELIVERY (CUSTOMER LOCATION)
GSFA will, at their expense, deliver the Product (including any applicable equipment, spare parts, and supplies) to the Customer specified address once completed. Prior to delivery of the Product, Customer agrees to provide proof of liability and physical damage insu rance to GSFA. GSFA will not release the Product to the Customer until such proof of insurance is provided.
It is the responsibility of the Customer to have any outstanding balance due, paid in full to GSFA, prior to or at the time that the Product is complete and ready to deliver. If payment is late or delivery is delayed pending payment, a daily finance charge of $150.00 and a daily storage fee of $50.00 may apply until such payment is received.
Due to insurance liability, the Product will not be delivered without full acceptance and full payment (or prior written agreement between the Customer and GSFA).
END OF DEALER SUPPLIED PRODUCTS and/or SERVICES
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