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Service Solicited - 2022 - D&S Electrical Supply Company - Electrical IF Purchase Agreement (Sole Source Contract) PURCHASE AGREEMENT THI REIMBURSEMENT AGREEMENT (this "Agreement") is made this day of , 2022 by and between the City of Eagle, a municipal corporation organized and e i ing under the State of Idaho("Eagle"or"City"), and D&S Electrical Supply Company, an Idaho corporation ("Merchant"). The City and Merchant may be referred to in this Agreement individually as a"Party"or collectively as the"Parties", as warranted under the circumstances. RECITALS A. Whereas the City approved and published a sole source purchase for polyurethane concreteT22 vaults ("Vaults"). B. Whereas to facilitate and ensure the timely ordering and delivery of said Vaults, the City desires to enter into this Agreement with Merchant under the terms and conditions set forth below. C. Whereas Merchant is desirous of selling to City those certain Vaults in quantities and prices set forth in this Agreement. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, and in consideration of the recitals above, which are hereby incorporated below,the Parties represent, covenant, and agree as follows: 1. Sale of Goods. Merchant will sell to City those specific Vaults and in those quantities identified in Exhibit A attached hereto and incorporated as is fully set forth herein. 2. Price. City agrees to pay to Merchant One Hundred Fifty-Seven Thousand Eight Hundred Seventy Six Dollars and Sixty Eight Cents ($157,876.68) for the Vaults, plus the actual cost of shipping and handling charges, in an amount not to exceed ten thousand dollars ($10,000.00). 3. Delivery Date. Merchant will deliver all Vaults under this Agreement no later than December 13, 2022. Merchant will deliver the Vaults to the following address: City of Eagle 660 E. Civic Lane Eagle, ID 83616 4. Merchant's Representations. Merchant hereby represents and warrants to City that the Merchant has the full right, power, and authority to sell the Vaults to City. 5. Risk of Loss. Merchant assumes responsibility and all risk of damage, loss, or delay of the Vaults, until the Vaults are delivered to and collected by the City. Once the Vaults have been delivered and collected by the City, the City assumes all responsibility for and risk of damage to the Vaults. PURCHASE AGREEMENT- 1 6. Time of Essence. Time is of the essence in implementing the terms of this Agreement. 7. Returns. Merchant will charge a 20% return fee on any Vault returned by City unless the Vault being returned is a non-conforming good. 8. Termination. City may terminate this Agreement if all Vaults are not delivered within the timeframe set forth in Paragraph 3 above. 9. Severability. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, and this Agreement will otherwise remain in full force and effect. 10. Exhibits; Recitals. Any exhibit attached hereto and the Recitals set forth above are hereby incorporated herein with the same force and effect as if fully set forth in the body of this Agreement. 11. Governing Law and Venue. This Agreement will be construed in accordance with the laws of the State of Idaho. Any disputes regarding the interpretation or enforcement of this Agreement shall be commenced in Ada County, Idaho. 12. Attorney's Fees. The prevailing party in any claims or disputes arising out of this Agreement will be entitled to recover reasonable attorney's fees in addition to other relief which a court of competent jurisdiction may award. 13. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together constitute one and the same instrument. 14. Approval: The City and Merchant each acknowledge that this Agreement, even though agreed upon by the City's representatives, is not binding upon the City until such time as the Eagle City Council approves this Agreement and authorizes the Mayor to execute this Agreement on behalf of the City. 15. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof. No modification or amendment to this Agreement made or claimed by Merchant or the City will have any force or effect unless the same will be endorsed in writing and signed by both Parties. [end of agreement;signatures follow] PURCHASE AGREEMENT-2 IN WITNESS WHEREOF,the Parties hereto,having been duly authorized,have executed this Agreement to be effective as of the Effective Date. THE CITY: MERCHANT: CITY OF EAGLE,IDAHO,a municipal D&S Supply Electrical Company, an Idaho corporation organized and existing under corporation the laws of the State of Idaho /Ce By: By: I . + Peirce,Mayor rody Nokes A st: DAr'ED: 08/29/2022 p,GLF Tracy Ft shorn, City CleSt(O .••' A TF•; DATED: it.711P.1?-1 " i ' 0 = •••• f...SC'•,.•l, ; ,'•.,,,STAT'p,.•`. PURCHASE AGREEMENT-3 I'V(.I: Iri)(I AII.AT VI AIItI:I( D & S ELECTRICAL SUPPLY - IF © efflibilnalftr 455 SOUTH EASTERN AVE 01 55421 WAREHOUSE RECEIVING PLEASE REFER TO NUMBER ABOVE IDAHO FALLS, ID 83402 WHEN MAKING INQUIRIES Exhibit A Phone: (208)522-3156 Fax: (208)523-8906 QUOTATION Q S u CITY OF EAGLE H CITY OF EAGLE o PO BOX 1520 I PO BOX 1520 T EAGLE,ID 83616 P EAGLE,ID 83616 E D T 0 ORIGINAL QUOTE DATE: 06/01/2022 SHIP DIV. SLM. ISM. QUOTED BY CUSTOMERNUMBER CUSTOMER ORDER NUMBER DATE EXPIRATION DATE FROM 02 BGN BRODI NOKES CITEA EAGLE 06/01/2022 08/30/2022 SHIP VIA PULLED BY CHECKED BY JOB NAME TERMS BEST WAY EAGLE STANDARD A/R TERMS III\I V(I. III\I I)I:`M HIP!IU\ ORI)I:IRII) 1) It\( kokiD (I.0 I\I I I'RI(I I N I:\I F.\I)I:U I'ItI( I ***PRICES SUBJECT TO CHANGE BASED ON ESCALATION FROM MANUFA TURERS*'** 001CIN 17301464 100 399.65 E 39,965.00 173018 POLY T22 WITH NAMEPLATE ******* 12 WEEK LEAD TIME FROM THE MANUFACTURER *_**** 002CIN 30481471 1148.00 E 57,400.00 304824 POLY T22 WITH NAMEPLATE 50 003 CIN 36601396 36 1680.88 E 60,511.68 366036 POLY T22 WITH NAMEPLATE ***:** 004 FRT INBOUND SHIPPING CHARGES 1 FROM FACTORY SUB-TOTAL: $157,876.68 SHIP DATE CARRIER FREIGHT AMOUNT TOTAL $157,876.68 CUSTOMER COPY