PURCHASE AGREEMENT FOR STAIR STEP SCREENS AND WASHING PRESSES

PURCHASE AGREEMENT FOR STAIR STEP SCREENS AND WASHING PRESSES This Agreement is by and between the CITY OF DEL RIO, TEXAS (herein called City or Buyer) and, (herein called Seller). City and Seller, in consideration of the mutual covenants herein set forth, agree as follows: Article I. GOODS Section 1.01 Seller shall deliver all Goods as specified herein. (a) The Goods are generally described as follows: (i) The contract consists of delivery and purchase of two (2) Stair (Step) Screens (Influent Screening System) and Washing Presses, as specified in the bid documents to be delivered to the Waste Water Plant, located at the City of Del Rio Silver Lake Wastewater Treatment Plant on Frontera Lane, Del Rio, Texas. Section 1.02 City s acceptance of the Goods by using the equipment, final payment, or any other manner do not constitute an acceptance of goods not delivered in accordance with this Agreement. Section 1.03 Place of Delivery. (a) The place for delivery of goods being sold under this contract is the City of Del Rio Silver Lake Wastewater Treatment Plant on Frontera Lane, Del Rio, Texas. Section 1.04 Time for Shipment or Delivery (a) The time and date for delivery is. Section 1.05 Right to Inspection (a) Buyer has the right to inspect all goods tendered for delivery before delivery is considered complete under this contract. This inspection may take place only at the place for delivery. If Buyer rejects any such goods, they will be immediately returned to Seller, at the expense of Seller. Buyer will not be charged for goods properly rejected as being nonconforming under the requirements of this contract. Section 1.06 Risk of Loss to Goods 1

(a) The risk of loss of the goods will pass to Buyer as soon as the goods are delivered to Buyer at the City of Del Rio Silver Lake Wastewater Treatment Plant on Frontera Lane, Del Rio, Texas. Section 1.07 Services, Materials, and Equipment (a) Unless otherwise specified in the Contract Documents, Seller shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidental necessary for the performance, testing, start-up, and completion of the Goods. (b) The specifications of the goods being sold under this contract that accompany this Agreement is made part of the basis of the bargain, and it is expressly warranted that the whole of the goods will conform to these specifications. (c) All special warranties and guarantees required by the Specifications shall expressly run to the benefit of City. (d) If required by Engineering Department, Seller shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment. (e) All materials and equipment shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier. Section 1.08 Patent Fees and Royalties (a) Seller shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Goods or the incorporation in the Goods of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. (b) If a particular invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the Goods and if, to the actual knowledge of City or Engineering Department, its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by City in the Contract Documents. (c) To the fullest extent permitted by Laws and Regulations, Seller shall indemnify and hold harmless City, and the officers, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and 2

other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of the Goods or resulting from the incorporation in the Goods of any invention, design, process, product, or device not specified in the Contract Documents. Section 1.09 Laws and Regulations (a) Seller shall give all notices required by and shall comply with all Laws and Regulations applicable to the performance of the Goods. (b) Except where otherwise expressly required by applicable Laws and Regulations, neither City nor Engineer shall be responsible for monitoring Seller s compliance with any Laws or Regulations. (c) If Seller performs any Goods knowing or having reason to know that it is contrary to Laws or Regulations, Seller shall bear all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such Goods. (d) Changes in Laws or Regulations not known at the time of opening of Bids having an effect on the cost or time of performance of the Goods could be the subject of an adjustment in Contract Price or Contract Times. Section 1.10 Taxes (a) Seller shall pay all sales, consumer, use, and other similar taxes required to be paid by Seller in accordance with the Laws and Regulations of the place of the Project which are applicable during the performance of the Goods. Section 1.11 Safety and Protection (a) Seller shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs in connection with purchase and delivery of the Goods. (b) Seller shall comply with all applicable Laws and Regulations relating to the safety of persons or property, or to the protection of persons or property from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. (c) Seller s duties and responsibilities for safety and for protection of the Goods shall continue until Final Completion has been approved by both the City and Engineering Department. 3

Section 1.12 Seller s General Warranty and Guarantee (a) Seller warrants and guarantees to City that all Goods will be in accordance with the Contract Documents and will not be defective. Engineer and its officers, directors, members, partners, employees, agents, consultants, and subcontractors shall be entitled to rely on representation of Seller s warranty and guarantee. (b) FULL ONE-YEAR WARRANTY (i) Seller warrants that the product(s) described in this warranty are free from defects in workmanship and materials for a period of one year. (ii) This warranty covers two (2) Stair (Step) Screens (Influent Screening System) and Washing Presses and each of its component parts. (iii) In the event of a defect, malfunction, or other failure of the product not caused by any misuse or damage to the product while in the possession of the Buyer, the warrantor will remedy the failure. (iv) If this product or one of its component parts contains a defect or malfunction, after a reasonable number of attempts by the warrantor to remedy the defect or malfunction, the Buyer is entitled to either a refund or replacement of the product or its component part or parts, at the election of the consumer. Replacement of a component part includes its free delivery. (v) The term of this warranty begins on the date the product is delivered to the buyer, and continues for a period of one year. (c) Seller s warranty and guarantee hereunder excludes defects or damage caused by normal wear and tear under normal usage. (d) Seller s obligation to perform and complete the delivery of Goods in accordance with the Contract Documents shall be absolute. Section 1.13 Correction Period (a) If within one year after the date of acceptance, Goods or their component parts are found to be defective, without cost to City and in accordance with City s written instructions Seller will remove defective Goods and replace with Goods that are not defective. 4

(i) All claims, costs, losses, and damages (including but not limited all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement of goods of others) will be paid by Seller. (b) Where defective Goods (and damage to other Goods resulting therefrom) has been corrected or removed and replaced under this Agreement, the correction period hereunder with respect to such Goods will be extended for an additional period of one year after such correction or removal and replacement has been satisfactorily completed. (c) Seller s obligations under this Article and/or Section are in addition to any other obligation or warranty. The provisions of this Article and/or Section shall not be construed as a substitute for, or a waiver of, the provisions of any applicable statute of limitation or response. Article II. City s Responsibilities Section 2.01 City shall promptly furnish the data required of City under the Contract Documents. Section 2.02 provided. City shall make payments to Seller when they are due as Section 2.03 Upon request of Seller, City shall furnish Seller reasonable evidence that financial arrangements have been made to satisfy City s obligations under the Contract Documents. Section 2.04 While at the Site, City s employees and representatives shall comply with the specific applicable requirements of Seller s safety programs of which City has been informed in writing. Article III. CONTRACT TIMES AND DEFECTIVE GOODS REMEDIES Section 3.01 Time of the Essence. (a) All time limits for Substantial Completion and completion and readiness for final payment as stated in the Contract Documents are of the essence of the Contract. Section 3.02 Contract Times. (a) The Contract Times shall be as indicated in the Bid Documents. Section 3.03 Acceptance of Defective Goods 5

(a) City May Correct Defective Goods (i) If Seller fails within a reasonable time after written notice from Engineering Department to correct defective Goods, or to remove and replace rejected Goods as required by Engineering Department, or if Seller fails to perform the Goods in accordance with the Contract Documents, or if Seller fails to comply with any other provision of the Contract Documents, City may, after seven days written notice to Seller, correct, or remedy any such deficiency. (ii) All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred or sustained by City in exercising the rights and remedies outlined herein will be charged against Seller, and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Goods. (iii) City shall be entitled to an appropriate decrease in the Contract Price. Such claims, costs, losses and damages will include but not be limited to all costs of repair, or replacement of goods of others destroyed or damaged by correction, removal, or replacement of Seller s defective Goods. Section 3.04 The only venue for any action based upon this Agreement or the acts and omissions arising there from is in Val Verde County, Texas. Article IV. CONTRACT PRICE Section 4.01 The price for the goods and delivery that are the subject matter of this contract is $. Article V. PAYMENT PROCEDURES. Section 5.01 Submittal and Processing of Payments. (a) Seller shall submit Applications for Payment in accordance with Engineering Department s Instructions. Section 5.02 Final Payment. (a) Upon completion and acceptance of the Goods, City shall pay the remainder of the Contract Price as recommended by Engineering Department. Article VI. SELLER'S REPRESENTATIONS. 6

Section 6.01 In order to induce City to enter into this Agreement, Seller makes the following representations: (a) Seller has examined and carefully studied the Contract Documents and the other related data identified in the Bidding Documents. (b) Seller has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Goods. (c) Seller is familiar with and is satisfied as to all Federal, state, and local Laws and Regulations that may affect cost, progress, and performance of the Goods. (d) Seller does not consider that any further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Goods at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract Documents. (e) Seller is aware of the general nature of goods to be performed by City and others at the Site that relates to the Goods as indicated in the Contract Documents. (f) Seller has correlated the information known to Seller, information and observations obtained from visits to the Site, reports and drawings identified in the Contract Drawings, and all additional examinations, investigations, explorations, tests, studies, and data with the Contract Documents. (g) Seller has given Engineering Department written notice of all conflicts, errors, ambiguities, or discrepancies that Seller has discovered in the Contract Documents, and the written resolution thereof by Engineering Department is acceptable to Seller. (h) The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Goods. Article VII. CONTRACT DOCUMENTS. Section 7.01 The Contract Documents which comprise the entire agreement between City and Seller concerning the Goods consist of the following: (a) This Agreement. (b) Performance and Payment Bonds. 7

(c) Specifications. (i) Such documents requirements for materials, equipment, systems, standards and goodsmanship as applied to the Goods, and certain administrative requirements and procedural matters applicable thereto. (ii) These are the specs as attached to this document at the time of signing. (d) Drawings (e) Addenda added at a later date, if mutually agreed by both parties in writing, signed, and approved by the City Council of the City of Del Rio. Section 7.02 Exhibits to this Agreement, enumerated as follows: (a) Seller's Bid. (b) Notice to Proceed. Section 7.03 Change Orders. (a) Change Orders that are not minor, that would change the Contract Sum, that the City Manager requests such or that would involve an extension of the Contract Term must be approved in writing by the City Council of the City of Del Rio. Section 7.04 Article. Section 7.05 There are no Contract Documents other than those listed in this Contract Documents: Intent, Amending, Reuse (a) Intent (i) The Contract Documents are complementary; what is required by one is as binding as if required by all. (b) Clarifications and interpretations of the Contract Documents shall be issued by City s Designated Representative. Section 7.06 Reference Standards (a) Reference to standards, specifications, manuals, or codes of any technical society, organization, or association, or to Laws or Regulations, whether such reference be specific or by implications, shall mean the standard, specification, manual, code or Laws or Regulations in effect at the time of the Effective Date of the Agreement. 8

Article VIII. Assignment of Contract Section 8.01 No assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound. Section 8.02 Successors and Assigns. (a) City and Seller each binds itself, its partners, successors, assigns, and legal representatives to the other party hereto, its partners, successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents. Article IX. Severability. Section 9.01 Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken. (a) All remaining provisions shall continue to be valid and binding upon City and Seller. Article X. Indemnity Section 10.01 To the fullest extent permitted by Laws and Regulations, Seller shall indemnify and hold harmless City and Engineering Department, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of Engineering Departments, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to all portions of this Agreement and the Goods performed in relation to this Agreement by Seller or by anyone for whom Seller is responsible. Article XI. Business Addresses. Section 11.01 The business address of Seller and City given herein is hereby designated as the place to which all notices, letters, and other communication to Seller will be mailed or delivered. Section 11.02 Either party may change its address at any time by an instrument in writing delivered to Engineering Department and to the other party. IN WITNESS WHEREOF, City and Seller have signed this Agreement. One counterpart each has been delivered to City, Seller, Surety, and Engineering Department. This Agreement will be effective on. City: City of Del Rio, Texas Seller: 9

By Title: Address for giving notices By Title: Address for giving notices 10