HomeMy WebLinkAboutFouts Bros 2022-06-02 COU Purchase Order 47891
CONTRACT SALES AGREEMENT
UTS BROS (Standard Agreement)
PARTIES. The parties to this Contract Sales Agreement are Fouts Bros. Inc. of Milledgeville, Georgia("Seller"),
and:
City of Ukiah (Ukiah Valley Fire Authority)
("Purchaser').
PRODUCT DESCRIPTION:
International Chassis 2000 Gallon CJ Tanker (1)
(Enter a brief product description and quantity of the items purchased on this contract)
PURCHASE. Purchaser does hereby agree to purchase and accept delivery of the apparatus described to the
Fouts Bros. Inc, Proposal attached hereto, which is made a part hereof by this reference, upon the following terms
and conditions:
1. ACCEPTANCE. This Contract Sales Agreement shall become a contract and a binding obligation only
when accepted by the Seller as provided in paragraph 9 hereof.
2 COMPLETION. The Fouts Bros. Inc. supplied apparatus and equipment, excluding dealership supplied
equipment, covered by this contract will be completed in N/A by no later than 120
days after chassis arrival, or as soon thereafter as is consistent with good workmanship and subject to any
and all delays resulting from causes beyond the control of Seller, and contingencies set out in paragraph 11
hereof. It is understood by both the Seller and the Purchaser that Change Orders executed after contract
acceptance will delay delivery.
3 SPECIFICATIONS.The attached Fouts Bros. Inc. Proposal#11467-00gidatedAprll 15th, 20,'&hall
control the construction of the apparatus and be binding upon both Seller and Purchaser, notwithstanding any
other specifications or proposals whether written or oral heretofore supplied, considered or discussed. If there
is any conflict between Purchaser's specifications and the attached Proposal, the attached Proposal and
specifications will control and prevail,
4. WARRANTY. The attached warranty or warranties shall apply to this agreement:
Standard Warranties
(Copies May Be Attached)
5.. PERFORMANCE BOND. The following bonding provisions are applicable:
❑ Performance Bond NOT Required.
❑ Performance Bond required - Performance Bond (Surety Bond) will cover standard one
year warranty period
EXCEPT AS SPECIFICALLY PROVIDED ABOVE, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND WARRANTIES THAT ARISE BY OPERATION OF LAW, COURSE OF TRADE, COURSE
OF PERFORMANCE, OR USAGE OF TRADE.
6. LIMITATION OF REMEDIES. In no event shall Seller be liable for special, incidental, or consequential
damages or for any damages which exceed the purchase price of the apparatus.
7. PRICE. Purchaser agrees to pay for the apparatus described herein the total sum of:
Four Hundred twenty four thousand, two hundred and thirty three dol�
(Enter written dollar amount) Dollars ( 424,233.30
In the event of significant delay or price increase of material occurring during the performance of the contract
through no fault of the seller, the contract sum, time of performance and contract requirements shall be
equitably adjusted by change order in accordance with the procedures of the contract documents.
State and local sales taxes, if any, are not included in the purchase price. The purchase price herein is based
upon all applicable state and federal manufacturing law, regulations, orders, mandates and standards in effect
as of the date of this Agreement (hereinafter"Standards) such as, for example, the Standards mandated by
the National Fire Protection Association, tentative interim amendments to the National Fire Protection
Association Standard, and the Environmental Protection Agency. The purchase price shall be subject to
increase due to any state or federal Standards that are adopted, issued or mandated following the date of this
Agreement that require the apparatus(es) described above to be manufactured and/or delivered in
compliance with such Standard(s).
8 PAYMENT. The purchase price shall be paid in the following manner:
The Apparatus shall be paid for in full upon final inspection and acceptance by the purchaser
All checks must be made payable to FOUTS BROS. INC., only and delivered to Seller at its offices in
Milledgeville, Georgia. Under no circumstances shall payment be made to a dealer or anyone else as Seller's
agent. FOUTS BROS. INC. is the only authorized payee. Any representation that payment is to be made to
any other party is absolutely unauthorized.
The department plans to fund the truck via one of the following ways:
The department will issue a check from their own funds.
[ ] The department is financing the truck through a lender.
Lender Name
Lender Contact
Lender Phone
Lender Email
WIRE FRAUD ALERT. E-mail accounts are being targeted by hackers in an attempt to initiate fraudulent
wire requests. If you receive an e-mail from this office requesting that you wire or otherwise transfer funds,
you must confirm the request and any corresponding instructions by telephone with this office before you
initiate any transfer.
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9. SELLER'S REPRESENTATIONS. All representations made and/or actions taken by a dealer or agent
either before or after execution of this Agreement are not binding on the Seller. This Agreement in order to be
effective and binding upon Seller must be signed and accepted by an authorized officer of Seller. The
effective date of this Agreement will be the date it is signed and accepted by the Seller.
10. PURCHASER'S REPRESENTATIONS. Purchaser is City or Ukiah
(Fire Department,Fire District,Municipality,Borough,Etc.)
and has the power and authority to enter into this Agreement and perform its obligations hereunder; this
Agreement has been duly authorized, executed and delivered by Purchaser and is the valid, enforceable and
binding obligation of Purchaser; and Purchaser represents that there are no warranties, agreements or
understandings, written or oral, which in any manner alter, abridge or conflict with the terms of this
Agreement. Purchaser represents that the individuals listed below have authority to sign all documents
including but not limited to, all change orders on behalf of Purchaser.
Sage Sangiacomo, City Manager
Mary Horger,Financial Services Manager
Purchaser warrants the accuracy of the information in this Agreement (including, but not necessarily limited
to, Purchaser's name, Purchaser's location, Purchasers assumed names, Purchaser's places of business,
and the location at which apparatus will be stationed)_
11. DELAY ON PERFORMANCE. Seller's Performance under this Agreement is subject to delays
resulting from strike, insurrection, war, accidents, fires, floods, commandeering of plant or other
demands of governmental authority, delays in transportation, or materials, delays in receipt of
information when clarifications are requested, and all other causes beyond the control of Seller.
12 TESTING. In the event Purchaser wishes to test the apparatus, such test shall be made within ten (10)
days after arrival of the apparatus at its destination. A written report of any and all tests shall be promptly
forwarded to Seller. If Purchaser fails to test within this time limit and/or fails to forward test results to Seller,
the apparatus shall be considered as fully complying with contract specifications as described in paragraph 3.
13. TITLE. All apparatus shall remain the property of Seller until the purchase price is paid in full. In the
event of default in payment, Seller may take full possession of all apparatus sold hereunder and any
payments that have been made shall be forfeited and/or considered as rental for the use of the apparatus up
to date of taking possession. Seller will furnish Purchaser a clear title or MSO 14 days or before, after
delivery.
Enter the legal name that should appear on the Title or MSO:
City of Ukiah
(Department Legal Name)
300 Seminary Avenue
(Street Address)
Ukiah, California 95482
(City,State and Zip)
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14. DELIVERY. The following delivery provisions are applicable:
R Delivery of the unit IS NOT included.
Delivery of the unit IS included.
15. MISCELLANEOUS. The following miscellaneous provisions shall apply to this Sales Agreement:
15.1 Entire Agreement. This Contract Sales Agreement, the proposal, and all related documents,
including, but not necessarily limited to bid awards, specifications, purchase orders, change orders,
acknowledgments, and invoices attached hereto sets forth the entire agreement between the parties and
there are no promises, agreements, conditions or understandings, either oral or written between them that are
other than as herein set forth. Except as herein otherwise provided, no subject alteration, amendment,
change or addition to this Agreement shall be binding upon either Seller or Purchaser unless reduced to
writing and signed by them. "This Agreement" shall mean this Contract Sales Agreement and all related
documents.
15.2 Governing Law and Venue. This Agreement shall be construed and enforced in accordance with
the laws of the State of Georgia and as if jointly drafted by the parties. Venue for all litigation between the
parties shall be Georgia. This provision shall survive termination of this Agreement.
15.3 Severability. If any term, covenant or condition of this Agreement, or any application thereof to
any person or circumstance, shall, to any extent, be invalid or unenforceable, the remainder of this Agreement
or application of such term, covenant or condition to persons or circumstances other than those as to which it
is held as invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
15.4 Benefit. This Agreement shall be binding upon and inure to the benefit of the parties and their
respective successors and assigns. Except with the written consent of the other party hereto, no person shall
take any action which will allow any right hereunder to be assigned or held by any other person.
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IN WITNESS WHEREOF,this Contract Sales Agreement has been duly executed by the parties hereto on the
date set forth opposite their name.
To be completed by Fouts Bros. Salesman
Mailing Address of Purchaser: 300 Seminary Avenue
Ukiah, CA 95482
Fire Chief or Primary Contact:
Doug Hutchison
Printed Name: Title: IFire Chief
(707) 463-6263
Business Telephone Number:
dhutchison @cityofukiah.com
Business Email Address:
Secondary Contact:
Printed Name:Mary Horger Title; IFinancial Services Ma
(707) 463-6233
Business Telephone Number:
mhorger@cityofukiah.com
Business Email Address:
To be completed by Purchasing Entity
Signature 1- Title: City Manager
Printed Name:ISae San iacomo Date: 5/17/2022
Signature: Title:
Printed Name:I Date:
Jun 2, 2022
AtteStS:Kristine Lawler(Jun 2,202211:09 PDT) Date:
To be completed by Fouts Bros. Inc.
Signature: Date of Acceptance:
Fouts Bros. Inc.
Fouts Bros Inc.
138 Roberson Mill Road
Milledgeville, Georgia 31061
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