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Home My WebLink About2023-249 AGRMT Hughes Fire Equipment Inc. i PURCHASE AGREEMENT This Purchase Agreement(together with all attachments referenced herein,the "Agreement"), made and entered into by and between Hughes Fire Equipment Inc.("Company"),and City of Ashland,a Municipality("Customer")is effective as of the date specified in Section 3 hereof. I.Definitions. a. "Product" means the fire apparatus and any associated equipment manufactured or furnished for the Customer by Company pursuant to the Specifications. b. "Specifications" means the general specifications,technical specifications, training, and testing requirements for the Product contained in the Company Proposal for the Product prepared in response to the Customer's request for proposal. c. "Company Proposal" means the proposal provided by Company attached as Exhibit C prepared in response to the Customer's request for proposal. d. "Delivery"means the date Company is prepared to make physical possession of the Product available to the Customer_ e. "Acceptance" The Customer shall have the opportunity,as described in Section 8(b)below,to inspect the Product for substantial conformance with the material Specifications;unless Company receives a Notice of Defect within the time frame described in Section 8(b),the Product will be deemed to be in conformance with the Specifications and accepted by the Customer. 2.RMose. This Agreement sets forth the terms and conditions of Company's sale of the Product to the Customer. 3. Tenn of Agreement. This Agreement will become effective on the date it is signed and approved by both Customer and Company ("Effective Date') and,unless earlier terminated pursuant to the terms of this Agreement, it will terminate upon the Customer's Acceptance and payment in full of the Purchase Price. 4. Purchase and Payment. The Customer agrees to purchase the Product specified on Exhibit A for the total purchase price of $707,511.00("Purchase Price").Prices are in U.S.funds.A credit card convenience fee will be added to the purchase price if the Customer elects to make purchase of the Product in whole,or in part,using a credit card.The cost of the convenience fee will be determined prior to processing credit card. 5.Future Changes.Various state or federal regulatory agencies(e.g.NFPA,DOT,EPA)may require changes to the Specifications and/or the Product and in any such event any resulting cost increases incurred to comply therewith will be added to the Purchase Price to be paid by the Customer. In addition, any future drive train upgrades(engine,transmission, axles, etc.), or any other specification changes have not been calculated into our annual increases and will be provided at additional cost. To the extent practicable,Company will document and itemize any such price increases for the Customer. b.Agreement Changes. The Customer may request that Company incorporate a change to the Products or the Specifications for the products by delivering a change order to Company;provided,however,that any such change order must be in writing and include a description of the proposed change sufficient to permit Company to evaluate the feasibility of such change("Change Order"). Within [seven (7) business days] of receipt of a Change Order, Company will inform the Customer in writing of the feasibility of the Change Order,the earliest possible implementation date for the Change Order, of any increase or decrease in the Purchase Price resulting from such Change Order,and of any effect on production scheduling or Delivery resulting from such Change Order. Company sball not be liable to the Customer for any delay in performance or Delivery arising from any such Change Order. A Change Order is only effective when counter-signed by Company's authorized representative. 7.Cancellation/Termination, In the event this Agreement is cancelled or terminated by a party before completion,Company may charge a cancellation fee. The following charge schedule based on costs incurred may be applied. (a) 10%of the Purchase Price after order is accepted and entered by Company;(b)20%of the Purchase Price after completion of approval drawings,and; (c) 30%of the Purchase Price upon any material requisition. The cancellation fee will increase accordingly as costs are incurred as the order progresses through engineering and into manufacturing. Company endeavors to mitigate any such costs through the sale of such Product to another purchaser•,however, Customer shall remain liable for the difference between the Purchase Price and,if applicable,the sale price obtained by Company upon sale of the Product to another purchaser,plus any costs incurred by Company to conduct any such sale. 8.Delivery.Inspection and Acceptance_ (a)Delivery Delivery of the Product is scheduled to be within 22 to 27 months of the Effective Date of this Agreement, F.O.B. Customer's facility in Ashland, Oregon. Risk of loss shall pass to Customer upon Delivery. Delivery of Product is subject to change pending manufacture's delivery schedule at time of order placement. Notification of change will be sent to Customer's address specified in Section 9 hereof. (b) Inspection and,Acceptance. Upon 1 the Purchase Price for that Product has been paid in full.In case of any default in payment, Company may take full possession of the Product,and any payments that have been made shall be applied as payment for the use of the Product up to the date of . taking possession. 14.Independent Contractors. 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. 15.Assianment.Neither party may assign its rights and obligations under this Agreement unless it has obtained the prior written approval of the other party. 16. Governing Law;Jurisdiction. Without regard to any conflict of laws provisions,this Agreement is to be governed by and under the laws of the state of Oregon. 17. Facsimile Signatures. The delivery of signatures to this Agreement by facsimile transmission shall be binding as original signatures. 18.Federally Funded Purchases.Company is registered with SAM.gov,is in good standing for purchases utilizing federal funds, and has no past,pending,or threatened Iigation that would impact its ability to fulfill the obligations committed herein. I . Enure,Agreement. This Agreement shall be the exclusive agreement between the parties for the Product. Additional or ,,., different terms proposed by the Customer shall not be applicable, unless accepted in writing by Company's authorized representative. No change in, modification of, or revision of this Agreement shall be valid unless in writing and signed by Company's authorized representative. 20.Conflict. In the event of a conflict between the Customer Specifications and the Company Proposal,the Company Proposal shall control.In the event there is a conflict between the Company Proposal and this Agreement,the Company Proposal shall control. Accepted and agreed to: COMPAN Y:Hughes Fire Equipment Inc. CUSTOMER:City of Ashland Name: Name: Ralph Sartain II Title: ��`�� Title: Fire Chief Date: Cam ti5 7-75 Date: June 30, 2023 Signature: Signature: 3 EXHIBIT B WARRANTY STANDARD PER HFE PROPOSAL BN925 SUBMITTED ON DUNE 21,2023 5 [H:Elitm %HUGHES FIRE EQUIPMENT June 21,2023 City of Ashland, OR One(1)Saber Pumper BN925 Build Location:Bradenton,FL Proposal Price $724,743.00 Less chassis progress payment discount (10,136.00) Less payment upon completion @ factory discount (7,095.00) Subtotal including all pre-pay discounts $707,512.00 Terms: Price Expiration:The above pricing is valid until July 24,2023. Future Changes:Various state or federal regulatory agencies(e.g.NFPA,DOT, EPA)may require changes to the Specifications and in any such event any resulting cost increases incurred to comply will be added to the Purchase Price to be paid by the Customer and documented on a Change Order. Component Price Volatility:Company shall not be responsible for any unforeseen price increase enacted by the suppliers of major components of the Product(including but not limited to engine,transmission,and fire pump)after the execution of contract or purchase order. Any price increase major components of the product will be passed through to the Customer and will be documented on a Change Order. Delivery:As currently configured,the unit qualifies for the Build My Pierce(BMP)program.The BMP program offers expedited delivery.As long as the unit stays within the BMP program,the expected delivery is 22 to 27 months.All changes to the apparatus will be communicated to the customer.If the changes made disqualify the unit for the BMP program,de[iverywill be extended and a price increase will be required.The current standard delivery time is 27 to 32 months. Payment Terms: a.If pre-payment discount options are elected,the following terms will apply: I.Chassis Progress Payment Discount: The chassis progress payment in the amount of$337,875.00 will be due three(3)months prior to the ready for pick up from the factory date.If elected,an invoice will be provided 30 days prior to the chassis payment due date.If payment is not made when due the discount total will be added back to the final invoice. ii.Payment Upon Completion at Factory Discount:If elected final payment is due prior to apparatus leaving the factory for delivery.if payment is not processed upon receipt of invoice the discount total will be required in addition to the invoice amount. b.If pre-payment discount options are not elected standard payment terms will apply:Final payment will be due 30 days after the apparatus leaves the factory for delivery.If payment is not made at that time a late fee will be applicable. c.Payments made for apparatus using a credit card will be applicable to a credit card convenience fee. Consortium Purchase:The proposal is based on the unit being purchased through NASPO Va[uePoint.This valid for a NASPO ValuePoint purchase on Master Agreement No:8200060944 until 1 213 1 12 02 4. Performance Bond:A performance bond is included in the above price and will be provided after order placement.If customer elects to remove the performance bond$1,776.00 may be deducted from the purchase price.All purchase orders must include the following verbiage if a performance bond is elected,"Due to global supply chain constraints,any delivery date contained herein is a good faith estimate as of the date of this order/contract,and merely an approximation based on current information.Delivery updates will be made available, and a final firm delivery date will be provided as soon as possible." Transportation:Transportation of the apparatus to be driven from the factory to the customers location is included in the above pricing. However,if permits are not obtainable,due to the weight of the apparatus,and the apparatus must be transported on a flat bed,additional Transportation charges will be the responsibility of the customer-We will provide pricing at that time if necessary.If customer elects to drive the apparatus from the factory,$8,500.00 may be deducted from the purchase price.if this option is elected payment in full and proof of insurance must be provided prior to leaving the factory and the customer is responsible for compliance with all state, local and federal DOT requirements including the driver possessing a valid CDL license. Inspection Trips:One(1)factory inspection trip for four(4)customer representatives is included in the above pricing.The inspection trip will be scheduled at a time mutually agreed upon between the manufacture's representative and the customer,during the window provided by the manufacturer.Airfare,lodging and meals while at the factory are included.In the event the customer is unable to travel to the factory or the factory is unable to accept customers due to the restrictions caused by a national disaster or pandemic then the Dealership reserves the right to use forms of electronic media to accomplish the intention of the inspection trip.Every effort will be made to make the digital media as thorough as possible to satisfy the expectations of the of the customer.If the customer elects to forgo an inspection trip$2,400.00 per traveler(per trip)will be deducted from the final invoice. Acceptance of Proposal: If the customer wishes to purchase the proposed apparatus Hughes Fire Equipment will provide the Customer its form of Purchase Agreement for the Customer's review and signature.If the Customer desires to use its standard form of purchase order as the Purchase Agreement,the purchase order is subject to review for any required revisions prior to acceptance.All purchase orders shall be made out to Hughes Fire Equipment Inc. Page 1 of 1 Bond No,9418755 Fidelity and Deposit Company of Maryland HOME OFFICE 3910 KESWICK ROAD BALTIMORE,MARYLAND 21211 PERFORMANCE AND PANT BOND KNOW ALL MEN BYTHEsE PRESENTS,THAT,Hughes Fire_Equipment_Inc. 910 Shelley Street Sp rin field OR 97477 Fidelity and Deposit Company of ary an (hereinafter called Principal),as Principal and 1299 Zurich Way,5th Floor, Schaumburg, IL 60196-1056 a corporation organized and existing under the laws of the State of I L with its principal office in the City of Schaumburg, IL ,(hereinafter called Surety)as Surety are held and firmly bound unto City of Ashland OR (hereinafter called the Owner)and to all persons who furnish labor or material directly to the Principal for use in the prosecution of the work hereinafter named,in the just and full sun►of Seven Hundred Seven Thousand Five Hundred Eleven Dollars and 00/100 Dollars(S707,511.00 } to the payment of which sum well and truly to be made,the said Principal and Surety bind themselves,and their respective heirs,administrators,executors,successors and,assigns,jointly and severally,firmly by these presents. WHEREAS,the Principal has entered into a certain written contract with the Owner,dated the 5th day of_ duly , 2023 .for One (1) Pierce Saber Pumper which contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW,THEREFORE,THE CONDITION OF THIS OBLIGATION IS SUCH,that if the said Principal shall fully indemnify the Owner from and against any failure on his/her part faithfully to perform the obligations imposed upon him/her under the terms of said contract free and clear of all liens arising out of claims for labor and material entering into the work,and if the said Principal shall pay all persons who shall have furnished labor or material directly to the Principal for use in the prosecution of the aforesaid work,each of which said persons shall have a direct right of action on this instrument in his/her own name and for his/her own benefit,subject, however,to the Owners priority,then this obligation to be void;otherwise to remain in full force and effect PROVIDED,HOWEVER,that no action,suit or proceeding shall be had or maintained against the Surety on this instrument unless the same be brought or instituted and process served upon the Surety within two years after completion of the work mentioned in said contract,whether such work be completed by the Principal, Surety or Owner;but if there is any maintenance or warranty period provided in the contract for which said Surety is liable,an action for such maintenance or warranty may be brought within two years from the expiration of said maintenance or warranty period,but not afterwards. IN WITNESS WHEREOF the said Principal and Surety have signed and sealed this instrument this 12th day of duly 2023 Hughes Fire Equipment Inc. Al� Witness: Prl'ncipaI Fidelity and Deposit Companv of Maryland Wl ess: Cathy on •PPAaya'4: Surety z' SEAL "'a: .•: , ,.a��r Lisa $ rizyk p, o F?nd Number; 9418755 obligee Ci of Ashland OR ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:That the ZURICH AMERICAN INSURANCE COMPANY,a corporation of the State of New York,the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY,a corporation of the State of Illinois,and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of.Illinois(herein collectively called the"Companies"),by Robert D.Murray,Vice President,in pursuance of authority granted by Article V,Section 8,of the By-Latins of said Companies.which are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof,do hereby nominate,constitute,and appoint Lisa Baran k its true and lawful agent and Attorney-in-Fact,to make,execute,seal and deliver,for, and on its behalf as surety,and as its act and deed: any and all bonds and undertakings,and the execution of such bonds or undertakings in pursuance of these presents,shall be as binding upon said Companies,as fully and amply,to all intents and purposes.as if they had been duly executed and acknowledged by the regularly elected officers of the ZURICH AMERICAN INSURANCE COMPANY at its office in New York, New York.,the regularly elected officers of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at its office in Ownngs Mills,Maryland-and the regularly elected officers of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills,Maryland.,in their own proper persons. The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V,Section 8,of the By-Laws of said Companies,and is now in force. IN WITNESS WHEREOF, the said Vice-President has hereunto subscribed his/her names and affixed the Corporate Seals of the said ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and FIDELITY AND DEPOSIT COMPANY OF MARYLAND,this 18th day of April,A.D.2023. °gr� _z :.o¢Q° •fi 4J�-.:.97r�-^� ,� � e,.,si�r� r��i�Ay.�r89m�.r4J`�: iy,NCR.01tiN�� ATTEST: ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND S€TMY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND By: RobertD.Murray Vice President By: Dawn E.Brown Secretary State of Maryland County of Baltimore On this lath day of April, A.D. 2023, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, Robert D.Murray,Vice President and Dawn E.Brown„Secretary of the Companies,to me personally known to be the individuals and officers described in and who executed the preceding instrument,and acknowledged the execution of same,and being by me duly sworn,deposeth and saith,that he/she is the said officer of the Company aforesaid,and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies,and that the said Corporate Seals and the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations. IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my Official Seal the day and year first above written. IT *e s �pTagy Iva Bethea Notary Public My Commission Expires September i0,2023 Authenticity of this bond can be confirmed at bondvalidator zurichna.com or 410 559-8790 EXTRACT FROM BY-LAWS OF THE COMPANIES "Article V,Section 8,Attorn s-in-Fact. The Chief Executive Officer,the President,or any Executive Vice President or Vice President may, by written Instrument under the attested corporate seal, appoint attorneys-in-fact with authority to execute bonds, policies, recogni-cances,stipulations, undertakings,or other like instruments on behalf of the Company,and may authorize any officer or any such attorney-in-fact to affix the corporate seal thereto:and may with or without cause modify of revoke any such appointment or authority at any time." CERTIFICATE L the undersigned, Vice President of the ZURICH AMERICAN INSURANCE COMPANY, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the foregoing Power of Attorney is still in full force and effect on the date of this certificate;and I do further certify that Article V,Section S.of the By-Laws of the Companies is still in force. This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the ZURICH AMERICAN INSURANCE COMPANY at a meeting duly called and held on the 15th day of December 1998. RESOLVED: "That the signature of the President era Vice President and the attesting signature of a Secretary or an Assistant Secretary and the Sea]of the Company may be affixed by facsimile on any Power of Attorney...Any such Power or any certificate thereof bearing such facsimile signature and seal shall be valid and binding on the Company." This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 5th day of May, I994, and the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the I Oth day of May, 1990. RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of any Vice-President, Secretary,or Assistant Secretary of the Company,whether made heretofore or hereafter,wherever appearing upon a certified copy of any power of attorney issued by the Company,shall be valid and binding upon the Company with the same force and effect as though manually affixed. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seals of the said Companies, this 12th day of July 2023 ��1W 114 ..++11qu Nyr gaN1lWygi a ..5 3_ fay mt M t SEAL SEAL y SFAS. ry,,rn4k6 n„5a� 'a�a.Ngk ,�.r `'rye 4.3 g By: Mary Jean Pethick Vice President TO REPORT A CLAIM WITH REGARD TO A SURETY BOND,PLEASE SUBMIT A COMPLETE DESCRIPTION OF THE CLAIM INCLUDING THE PRINCIPAL ON THE BOND,THE BOND NUMBER,AND YOUR CONTACT INFORMATION TO: Zurich Surety Claims 1299 Zurich Way Schaumburg,IL 60196-1056 reportsfclai msazurichna.com ${}0-626-4577 Authenticity of this bond can be confirmed at bondvalidator zurichna.com or 410-559-8790