4.5. SR 01-16-2018 - Laserfiche WebLink

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1 PURCHASE AGREEMENT SINGLE UNIT This Purchase Agreement (together with all attachments referenced herein, the “Agreement”), made and entered into by and between MacQueen Equipment, Inc., a Minnesota corporation d/b/a MacQueen Emergency Group (“MacQueen”), and the City of Elk River, a municipal entity (“Customer”) is effective as of the date specified in Section 3 hereof. 1. Definitions. a. “Product” means the fire apparatus and any associated equipment furnished for the Customer by MacQueen pursuant to the Specifications. a. “Specifications” means the general specifications, technical specifications, training, and testing requirements for the Product contained in the MacQueen Proposal for the Product prepared in response to the Customer’s request for proposal. b. “MacQueen Proposal” means the proposal provided by MacQueen attached as Exhibit C prepared in response to the Customer’s request for proposal. c. “Delivery” means the date MacQueen is prepared to make physical possession of the Product available to the Customer. 2. Purpose. This Agreement sets forth the terms and conditions of MacQueen’s sale of the Product to the Customer. 3. Term of Agreement. This Agreement will become effective on the date it is signed and approved by MacQueen’s authorized representative pursuant to Section 20 hereof (“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 $585,993 (“Purchase Price”). Prices are in U.S. funds. 5. Agreement Changes. The Customer may request that MacQueen incorporate a change to the Products or the Specifications for the Products by delivering a change order to MacQueen; provided, however, that any such change order must be in writing and include a description of the proposed change sufficient to permit MacQueen to evaluate the feasibility of such change (“Change Order”). Within seven (7) business days of receipt of a Change Order, MacQueen 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 de crease in the Purchase Price resulting from such Change Order, and of any effect on production scheduling or Delivery resulting from such Change Order. MacQueen shall 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 MacQueen’s authorized representative. 6. Cancellation/Termination. In the event this Agreement is cancelled or terminated by a party before completion, MacQueen 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 MacQueen; (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. MacQueen 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 MacQueen upon sale of the Product to another purchaser, plus an y costs incurred by MacQueen to conduct any such sale. 7. Delivery, Inspection and Acceptance. (a) Delivery. Delivery of the Product is scheduled to be within 1 (One) month of the Effective Date of this Agreement. Risk of loss shall pass to Customer upon Delivery. Delivery shall be made and title shall pass upon Customer’s complete fulfillment of its obligations arising under Section 4 hereof. (b) Inspection and Acceptance. Upon Delivery, Customer shall have fifteen (15) days within which to inspect the Product for substantial conformance to the material Specifications, and in the event of substantial non-conformance to the material Specifications to furnish MacQueen with wr itten notice sufficient to permit MacQueen to evaluate such non -conformance (“Notice of Defect”). Any Product not in substantial conformance to material Specifications shall be remedied by MacQueen within thirty (30) days from the Notice of Defect. In