Service Solicited - 2024 - WOODLAB INC. - Purchase & Sale Agreement PURCHASE AND SALE AGREEMENT
This PURCHASE AGREEMENT ("Agreement") is entered into on the last dated
signature by and between WOODLAB INC, an Idaho corporation, ("SELLER") and CITY OF
EAGLE, an Idaho municipal corporation("CITY") on the terms and conditions set forth herein.
RECITALS
WHEREAS, SELLER manufacturers custom wood products including wooden
conference tables;
WHEREAS, the CITY desires to purchase a custom wood conference table for use at
Eagle City Hall from SELLER;
WHEREAS, from time to time the City's Public Works Department removes damaged
or diseased trees from the City's parks and disposes of said trees at the Ada County Landfill;
WHEREAS, SELLER is willing to give CITY a discount from the purchase price
for the conference table if CITY will agree to deliver the damaged or diseased trees to
SELLER instead of the Landfill;
WHEREAS, CITY desires to purchase the custom conference table from SELLER
and SELLER desires to sell the conference table to CITY under the terms and conditions set
forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements,
covenants, and promises contained in this Agreement, the Parties now covenant and agree as
follows:
1. Conference Table: The Conference Table to be sold under this Agreement consists of a
Siberian Elm and multi blue epoxy river as identified in Invoice # CONF-72022-59 marked as
Exhibit A attached to this Agreement and fully incorporated herein to be part of this Agreement.
2. Purchase Price: The total Purchase Price for the conference table is $14,679.00.
3. Payment Terms: The Parties agree that the Purchase Price will be paid by City to
Seller on the following payment terms.
• Payment of $8,500 to SELLER which SELLER acknowledges receipt of
payment;
PURCHASE AND SALE AGREEMENT- 1
• CITY will receive a credit/discount of $6,179.00 from the Purchase Price for
delivering trees to SELLER as set forth in Paragraph 4 below.
4. Credit For Junk Trees: From time to time the CITY'S Public Works Department
removes damaged or diseased trees ("Junk Trees") from the CITY'S parks and disposes of said
trees at the Ada County Landfill. CITY agrees that its Public Works Department will deliver any
and all Junk Trees to SELLER if the tree(s)meet any of the following minimum requirements for
delivery:
• Tree species: Walnut (Black or English), Elm, Oaks, Cherry, Maples, Ash Sycamore,
Black Locust, Chestnut or other species classified as a hardwood;
• Walnut species must be at least 10"or greater diameter;
• All other species must be at least 12" diameter;
• Limb materials for any of the tree species listed above that are at least 48" long and
5" in diameter.
5. Term: CITY'S obligation to deliver Junk Trees to SELLER shall commence upon
mutual execution of this Agreement by the parties and shall continue until January 3, 2031.
SELLER acknowledges Junk Trees occur randomly outside the control of CITY and, as a result,
Junk Trees may or may not be available during the term of this Agreement. SELLER and each
and all of SELLER'S successors, officials, and/or officers, hereby does, indemnify, save and
hold harmless, release and forever discharge the CITY, its officers, agents, and employees from
and for any and all losses, claims, actions, for damages under this Agreement if no Junk Trees
are delivered during the term of this Agreement due to unavailability.
6. Warranty: SELLER'S Terms and Limited Warranty are found in the URL identified in
Exhibit A.
7. Entire Agreement: This Agreement and attached Exhibit A sets forth the entire
understanding of the parties with respect to the matters set forth in this Agreement; it supersedes
all prior oral or written agreements of the parties as to the matters set forth in this Agreement;
and it cannot be altered or amended except by an instrument in writing, signed by CITY and
SELLER.
8. Construction: This Agreement is the result of negotiations between the parties, neither
of whom has acted under any duress or compulsion, whether legal, economic or otherwise.
Accordingly, the terms and provisions of this Agreement must be construed in accordance with
their usual and customary meanings. SELLER and CITY hereby waive the application of any
rule of law which otherwise would be applicable in connection with the construction of this
PURCHASE AND SALE AGREEMENT-2
Agreement that ambiguous or conflicting terms or provisions should be construed against the
party who (or whose attorney) prepared the executed Agreement or any earlier draft of this
Agreement.
8. Notice: Communication between the Parties regarding selection and/or delivery of Junk
Trees shall occur via e-mail, or telephone at the e-mail set forth below which may be updated
from time to time with a new email address or telephone number as follows:
City of Eagle WoodLab
Attn: Eric Ziegenfuss Attn: David Gosse
eziegenfussAcityofeagle.org david@woodlab.co
(208) 489-8795 0: (208) 793-0007
C: (208) 996-4343
9. Headings: The headings in this Agreement are for reference only and do not limit or
define the meaning of any provision of this Agreement.
10. Severability: If any provision of this Agreement or any portion of any provision of this
Agreement is determined to be invalid, illegal or unenforceable, the invalidity, illegality or
unenforceability may not alter the remaining portion of such provision, or any other provision of
this Agreement, as each provision of this Agreement is deemed severable from all other
provisions of this Agreement.
11. Governing Law: This Agreement shall be governed by, and construed and enforced in
accordance with,the laws of the State of Idaho.
12. Approval: SELLER and CITY each acknowledge that this Agreement, even though
agreed upon by the BUYER'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.
13. Attorney's fees. The prevailing party in any claims or disputes arising out of this
Agreement shall be entitled to recover reasonable attorney's fees in addition to other relief which
a court of competent jurisdiction may award
DATED this 3 day of January,2024.
[SIGNATURES NEXT PAGE]
PURCHASE AND SALE AGREEMENT-3
DATED This_3_day of January, 2024.
SELLER:
WOODLAB INC.
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By: David Gosse
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BUYER:
CITY OF EAGLE
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PURCHASE AND SALE AGREEMENT-4
Exhibit A
(Invoice)
PURCHASE AND SALE AGREEMENT-5
Woodlab/Accountant
1786 E. State St.
Eagle, ID 83616 US A,.
+1 2087930007 •
bill@woodlab.co
www.woodlab.co
WOOD LAB
INVOICE
BILL TO SHIP TO INVOICE# CONF-72022-059
Katie Wright Katie Wright DATE 07/20/2022
The City of Eagle The City of Eagle DUE DATE 07/20/2022
660 E. Civic Ln. 660 E. Civic Ln. TERMS Due on receipt
Eagle, ID 83616 Eagle, ID 83616
DATE ACTIVITY DESCRIPTION OTY RATE AMOUNT
07/20/2022 Conference Table Custom conferen -. •. 0.00 0.00
Siberian elm an e
epoxy river t • e\‘117,
x 48" x 2"
x 30"tall. Po®. •gos CNC'd
into ta. • so filled with
epoxy. . d time approximately
6-12 wee . Delivery included.
Discount provided in exchange
for 8-10 year contract to receive
trees cut down by the city.
07/20/2022 Wood Slabs Wood Slabs,two Siberian elm 2 3,150.00 6,300.00
slabs
07/20/2022 EP-FC-30L EcoPoxy FlowCast 30 Liter Kit 2 647.00 1,294.00
07/20/2022 Metal Legs Two X-shaped metal legs from 2 450.00 900.00
2"x4"tube steel painted satin
bronze
07/20/2022 Woodworking Woodworking supplies for 1 385.00 385.00
Supplies custom furniture specific to client
project:silicone, paddles,tape,
HDPE, buckets, pigments,
gloves, wide-belt usage, sanding
disks, brass threaded inserts,
metal runners between legs,
Starbond CA glue, application
pads, Osmo 1101/3043 finishing
oil, Ceramic Pro coating,
maintenance kit.
07/20/2022 Custom FurrlIture Design, woodworking and 1 2,350.00 2,350.00
Labor finishing labor for custom
furniture
07/20/2022 Custom Project Custom project materials: power 1 800.00 800.00
Quality Custom Furniture,Home Goods&Art I Local I Sustainable I Eco-Friendly
DATE ACTIVITY DESCRIPTION QTY RATE AMOUNT
Materials and potential cable adapters,
HDMI, Ethernet, USB etc.
07/20/2022 Delivery Delivery of table to boardroom, 1 650.00 650.00
setup/connection of cables
07/20/2022 CNC work Custom CNC work 1 2,000.00 2,000.00
Thank you for your business!I take credit cards,ACH payments,and SUBTOTAL 14,679.00
checks can be sent to WoodLab 1786 E.State St.,Eagle ID,83616. DISCOUNT -6,179.00
We look forward to building this for you!Thank you for the opportunity. TAX 0.00
TOTAL 8,500.00
Payment for custom projects due upfront.Estimated timeframe for
completion is 6-12 weeks depending on your project and our project PAYMENT 8,500.00
backlog.Customer will be kept apprised of progress throughout the BALANCE DUE $0 o0
process and asked for final input at important stages.
Please note Terms&Limited Warranty here:
https://woodlab.co/pages/woodlab-terms-and-limited-warranty.
Thanks so much for supporting a local maker business!
Quality Custom Furniture,Home Goods&Art I Local I Sustainable I Eco-Friendly