HomeMy WebLinkAbout3844RESOLUTION NO. 3 8 4 4
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF AUBURN, WASHINGTON, AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE A
PURCHASE AGREEMENT WITH H&W APPARATUS
REPAIR, INC, AN OREGON CORPORATION DOING
BUSINESS AS H&W EMERGENCY VEHICLES, FOR
ONE ROAD RESCUE TYPE III AID/MEDIC UNIT
WHEREAS, the City of Auburn is engaged in various municipal functions,
including emergency aid services; and
WHEREAS, in order to provide for such services, it is appropriate that the
City replace an emergency aid unit which was recently stolen, wrecked and
subsequently surplused; and
WHEREAS, in order to provide for those services, the City has negotiated
a purchase agreement with H&W Apparatus Repair, Inc. for such services, and
the City has determined that H&W Apparatus Repair, Inc. is able and qualified to
provide the services necessary, at a cost that is acceptable to the City.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. That the Mayor and the City Clerk are authorized to execute
an agreement in substantial conformity with the purchase agreement attached
hereto marked as Exhibit "A" and incorporated herein by this reference.
Section 2. That the Mayor is authorized to implement such administrative
procedures as may be necessary to carry out the directives of this legislation.
Resolution 3844
March 16, 2005
Page 1
Section 3. That this Resolution shall take effect and be in full force
upon passage and signatures hereon.
~~
Dated and Signed this ~I~`~day of March, 2005.
CITY OF AUBURN
PETER .L IS~
MAYOR
ATTEST:
Danielle E. Daskam,
City Clerk
APPR~O(VE/D A`S~TO FORM:
Daniel B.'Keid,
City Attorney
Resolution 3844
March 16, 2005
Page 2
PURCHASE AGREEMENT
PURCHASE AGREEMENT FOR AID/MEDIC UNITS
(Contract)
This Purchase Agreement one (1) Road Rescue Type III Aid/Medic unit, by and between
H&W, Apparatus Repair, Inc, an Oregon Corporation doing business as H&W
Emergency Vehicles, hereinafter referred to as "Seller" and the City of Auburn and the
Auburn Fire Department, Auburn, WA, hereinafter referred to as "Purchaser" is entered
into effective this, the "~' `, ~ ' day of March, 2005.
AGREEMENT
(1) Seller agree to sell, and Purchaser agrees to buy from Seller, certain Aid/Medic units or
equipment, accessories and related items (collectively the "Apparatus"), as outlined in
Seller's bid, specifications, proposal, and additional documents attached.' hereto and
incorporated herein, consisting of the following:
PURCHASE AMOUNT
(2) The purchase amount will be One Hundred Twenty Six Thousand Two Hundred Fortv
Dollars, and 00/100 ($126,240 total. The purchase price may be adjusted by an
amount equal to the costs to the Sellers arising from addition of any element to and/or
change to the Apparatus required by any law, regulafion or standard, or any change orders
presented by the Purchaser after the date of this Agreement. *** See attached change
orders noted as Addendum "A".
PAYMENT TERMS
(3.1) De osit. The Purchaser agrees to deposit the sum of 95% of the value of the contract
($119,928.00) at the time the unit is completed and prior to leaving the factory. This will
be paid directly to H&W Emergency Vehicles and will be invoiced approximately 30
days prior to units completion.
(3.2) Balance. The remaining 5% balance of the contract is due and payable after the
completed unit arrives at the Purchaser's location, subject to a final inspecrion, which
shall be completed within fifteen (15) business days of arrival of the unit back at the
Purchaser's location. All payments shall be made directly to Sellers at Seller's address
below, and not to any sales agent of Sellers, except upon presentation of a written power
of attorney executed by Sellers, specifically referring to this Agreement.
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PURCHASE AGREEMENT
(3.3) If payments are not made when due, a late charge of one and one-half percent
(1-1/2%) per month (18% annually), may be assessed by Sellers for any past due amount,
and such late charge will be in addition to, not in lieu of, any remedies available to the
Sellers.
(3.4) Default. If the Purchaser defaults or fails to pay the balance due, without reasonable
justification, Seller will not deliver the Title (MSO) to the unit until the impasse is
resolved.
(3.5) This will be in addition to, not in lieu of ,any remedies available to the Seller-to
enforce payment for the complete Apparatus. The seller shall retain title to the Apparatus
and equipment, until the total purchase price has been paid in full, including any notes,
obligations and securities given. to secure the unpaid balance.
CANCELLATION
(4) Purchaser may cancel Purchaser's purchase commitment under this Contract, by notice to
Seller, which notice will be effective when actually received by Seller. In the event of
cancellation by Purchaser, Purchaser shall be responsible to Seller for the actual costs
incurred by Seller prior to receipt of such notice, which costs are not recoverable by
Seller within thirty (30) days by Seller's reasonable mitigation measures. At the end of
such thirty-dayperiod, any deposit paid by Purchaser shall be applied against the balance
of Seller's costs and expenses, and any excess deposit shall be promptly refunded to
Purchaser. In the event Purchaser's deposit is insufficient to cover Seller's costs and
expenses described herein, the unpaid portion thereof shall be immediately payable by
Purchaser upon notice from Seller.
DELIVERY TERMS
(5) Seller shall complete the Apparatus and make the same ready for delivery within
approximately 270 days after receipt of the signed agreement & anproved building
instructions. ***If the unit is not completed within 300 days of this agreement, the
Purchaser reserves the right to impose a late delivery penalty on the Seller up to the
amount of $100.00 per business day for each business day the delivery is delayed
beyond the 300 day requirement.
The completed Apparatus shall be delivered to the the Buyer's Location by the Seller at
the Seller's expense. Should the Buyer wish to take delivery of the completed units at the
Seller's factory at the Buyer's expense, deduct $1,800.00 per unit for delivery.
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03/16/05
PURCHASE AGREEMENT
WARRANTIES
(6.1) All warranties are more particularly described in Seller's bid attached hereto. Subject
to the foregoing, the body is warranted to the original owner against structural defects for
the life of the unit, and the unit is otherwise generally warranted against defects in
workmanship and materials for a period of one (1) year from delivery.
(6.2) The following additional warranties apply to certain items of equipment: Chassis as
outlined in the commercial chassis warranty.
(6.3) Subject to the above, the Apparatus and equipment are sold "AS IS" without any other
representations or warranties. SELLER EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
LIABILITY
(~ Seller shall not be responsible to the Purchaser for any loss or damage directly or
indirectly arising from the use of the Apparatus, defects, or from any delay in delivery of
the completed Apparatus or delay of any component, due to strikes, fires, accidents,
natural disasters, acts of war, inability to obtain parts or materials, or other circumstances
beyond Seller's control which may prohibit the Apparatus from being delivered.
In any event, Seller's liability under this Agreement is limited to the purchase amount
stated in Section 2 above, and under no circumstances will Seller be liable to Purchaser or
any other parties for amounts in excess thereof, for any claims, damages or expenses
related to or involving this Agreement or the Apparatus.
AUTHORIZATION
(8) Purchaser shall furnish to the Seller's satisfaction, evidence that Purchaser's entry into
this Agreement has been duly authorized by all necessary authorities and governing
bodies, and that the official(s) executing this Agreement on behalf of the Purchaser are
duly authorized to obligate the Purchaser to the terms this Agreement. This Agreement
shall not become valid unless signed by a duly authorized officer of Seller, and
countersigned by the authorized representative of the Purchaser.
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PURCHASE AGREEMENT
GENERAL PROVISIONS
(9.1) 7urisdicflonNalidity. If anyprovisions of this Agreement is deemed invalid, it shall not
affect the validity of any other provision of this Agreement. This Agreement,.
incorporating all attached items, represents the fmal and complete expression of the Seller
and Purchaser, and all other agreements, either written or verbal aze hereby abrogated. In
the event of any litigation's arising from this Agreement, it shall be subject to the laws of
the State of Oregon.
(9.2) Attorney Fees. The prevailing party in any action to collect a balance owing under this
Contract shall be awazded reasonable attorney fees at trial, on appeal, and for post-
judgment collection.
(9.3) Nonassignment. Neither this Agreement nor any interest herein shall be sold,
assigned, transferred, or encumbered by either party without the consent of the other, and
any attempt to do so in violation of this Agreement shall be null and void.
(9.4) Waiver. No delay or failure by any party to exercise any right, power or remedy with
regard to any breach or default by such party under this Agreement, or to insist upon strict
performance of any of the provisions hereof, shall impair any right, power or remedy of
such party, and shall not be constructed to be a waiver of any breach or default of the
same or any other provisions of this Agreement.
(9.5) Limitation. Any legal action based on this Agreement must be commenced within the
time allowed by the applicable statute of limitations.
(9.~ Nofices. All notices under this Agreement shall be in writing and mailed by certified
mail/return receipt requested to the parties hereto at their respective addresses as set forth
below, or at such other address as may be designated by the parties in writing.
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PURCHASE AGREEMENT
SELLER:
H&W APPARA S REPAIR, INC., an
Oregon C a , d/b/a
H&W G C VEHICLES
Date Signed: 5 "3 ~` l7 ~_ By;
Steven L. Jahn, National Sa anager
Address: 3150 SW 234th, Suite 100
Hillsboro, OR 97123
Date Signed: ~' Z5- n S
RR-115/116
PURCHASER:
The City of Auburn
1101 "D" Street NE
uburn, WA 0~
By:
Name: ~e~~? (- ~ . L¢.W ~5
Title: ~1r~aV G (~
5
03/16/05
PURCHASE AGREEMENT
Addendum °°A"-Chance orders
Note: This order is via Interlocal Cooperative Agreement with Kirkland, WA bid proposal 10-10-
FM and the King County Fire Chiefs lnterlocal Purchase Agreement.
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