Documents › Board of Trustees Work Session, 2026-02-25

agreement 6 pages Scanned/OCR — text may contain errors

Also attached to this agenda item: CFD Seagrave Fire Apparatus LLC Seagraves Preliminary Drawing

c CONTRACT THIS AGREEMENT; made by and between Seagrave Fire Apparatus, LLC of Clintonville, Wisconsin, hereinafter referred to as the "Seller", and Village of Corton on Hudson, Croton, NY, by its authorized representative, hereinafter referred to as the "Purchaser". 1. The Seller hereby agrees to furnish One (1) unit(s} of Seagrave model Marauder Pumper, hereinafter referred to as “Apparatus and Equipment”, according to the mutually agreed specifications and change order documents hereto attached and made a part of this contract, and to deliver the same as hereinafter provided. 2. The Seller guarantees that all material and workmanship in and about the Apparatus and Equipment shall comply with the mutually agreed specifications and change orders. In the event there is any conflict between the City Bid Specifications and the Seagrave Bid Proposal, the mutually agreed specifications and change orders will prevail. The standard Seagrave Limited Warranty will apply as provided for in the mutually agreed specifications and change orders. Minor details of materials and construction, not otherwise specified, shall be left to the decision of the Seller who shall be solely responsible for the design, engineering and construction of all features of the apparatus. Any changes to the contract or purchase order must be approved in advance through the issuance of a written change order by the Seller. The Seller will not assume responsibility for performing any change requested but not approved by the Purchaser within five (5) days of the change order submission for approval. 3, The Apparatus and Equipment shall be ready for delivery from Clintonville, Wisconsin, within 1600 calendar days after the receipt of the (i) mutually agreed specifications, (ii) change order documents and (iii) approval drawing signed by the authorized representative of the Purchaser. The mutually agreed specifications and { change order documents and approval drawing shall be delivered to the Purchaser for their signature in not more than 31 days from contract receipt at Seagrave or not more than five days from pre-construction meeting, if so provided. Delays due to change orders, strikes, failures to obtain materials, or other causes beyond Seagrave's control will be just cause for delay in delivery. The completed Apparatus and Equipment shall be delivered to the Purchaser at: Croton, NY 10520_ 4. A competent representative shall, upon request, be furnished by the Seller to demonstrate said Apparatus and Equipment for the Purchaser and to familiarize the Purchaser’s employees in the operation and handling of the Apparatus and Equipment. 5. The Purchaser purchases and agrees to pay for said Apparatus and Equipment, the sum of One Million, Seven Hundred Eighty-Nine Thousand, Nine Hundred Twenty-Nine Dollars ($1,789,929.00), state, federal, FET, or local taxes not included, Payment of any such taxes are the responsibility of the Purchaser. Terms are net, payment in full upon delivery of the apparatus to the customer. If the contract includes Dealer Furnished Equipment and services, the apparatus will be delivered to the customer and payment made, less five (5) percent of the Contract Price that is held by the fire department until all items and services are provided by the Dealer. The 5% Final Payment and Acceptance will be made once the terms of the contract are satisfied by the Dealer. 5.1 This bid price does not include the impact of tariffs on imported goods implemented since January 01, 2025, as the application or impact of such tariffs is not currently clear. Seagrave reserves the right to change the price in accordance with contract terms in reference to tariffs implemented by the Federal Cc Government. 120418 RS 3/17/2025 | 5.2 All payments shall be made payable to Seagrave Fire Apparatus, LLC and shall be mailed directly to: Seagrave Fire Apparatus, LLC 7285 Solutions Center Chicago, IL 60677-7002 5.3 The Apparatus and Equipment must be paid in full prior to being placed in fire service. 5.4 If more than one piece of Apparatus and Equipment is covered by this Contract, the above terms of payment shall apply to each piece, and an invoice covering each piece shall be rendered in the proper amount. 6. In the case that no final inspection is made by the Purchaser at the factory prior to shipment and the Purchaser desires to test the Apparatus and Equipment upon receipt, such test shall be made within three (3) days after arrival at the delivery destination specified above. A written report of such test shall be delivered forthwith to the Seller at its principal office at Clintonville, Wisconsin. If no such test be made, or if no such report be made by the Purchaser within three (3) days after arriva!, then the Apparatus and Equipment shal! be considered as fully complying with the contract specifications. 7. It is agreed that the Apparatus and Equipment covered by this contract shall remain the property of the Seller until the Apparatus and Equipment is delivered and accepted by the Purchaser, such acceptance shall not be unreasonably withheld or delayed. In case of any default in payment the Seller may take full possession of the Apparatus and Equipment, or of the piece or pieces upon which default has been made, and any payments that have been made shall be applied as rent in full for the use of the Apparatus and Equipment up to date of taking ( possession. 8. In the event that any applicable Federal or State Regulations (DOT, FMVSS, EPA, etc.), National Fire Protection Association Standards or import tariffs which are enacted during the course of this contract, and which requires a change in the contract specifications and purchase price in order for the Apparatus and Equipment to comply with such regulation, the parties will execute a change order describing the change in the specifications and increasing the purchase price by an amount equal to the increase in the costs of producing the Apparatus and Equipment. 9, Any dispute or claim relating to this contract shall be determined exclusively in the state courts located in New Castle County, Delaware. Each party hereby consents to and waives any objection to the exclusive jurisdiction of such courts. 10. Except for damages, claims or losses due to Seagrave’s acts of gross negligence, Purchaser or user, to the extent permitted by law, will indemnify and hold Seagrave and Seagrave’s property, free and harmless from any liability for losses, claims, injury to or death of any person, including Purchaser or user, or for damage to property arising from Purchaser or user using and possessing the Apparatus and Equipment or from the acts or omissions of any person or persons, including Purchaser or user, using or possessing the Apparatus and Equipment with Purchaser or user’s express or implied consent. The provisions hereof shall survive expiration or termination of this Agreement. 11. Risk of toss shall pass to the Purchaser upon delivery and acceptance of the Apparatus and Equipment. 120418 R5 3/17/2025 C 12. To be binding the contract must be signed and approved by an Officer of Seagrave Fire Apparatus, LLC. This contract and mutually agreed specifications and change order documents take precedence over all previous negotiations, and no representations are considered as entering into this contract except as are contained herein or in the mutually agreed specifications and change order documents included herein. IN WITNESS WHEREOF, the said parties have caused these presents to be executed and the Purchaser has caused its corporate seal to be hereunto affixed, and attested by its authorized representatives, on this i dayof_ 2" ("Purchaser") By Please print name here By Please sign name here Title Purchaser By Please pnnt name here By Please sign name here ( Title Purchaser SEAGRAVE FIRE APPARATUS, LLC ("Seller") By Ulisses D. Parmeziani Title: President and Chief Executive Officer Setler Date of Acceptance: 120418 RS 3/17/2025 f : ‘ ( CONTRACT THIS AGREEMENT; made by and between Seagrave Fire Apparatus, LLC of Clintonville, Wisconsin, hereinafter referred to as the "Seller", and Village of Corton on Hudson, Croton, NY, by its authorized representative, hereinafter referred to as the "Purchaser". 1. The Seller hereby agrecs to furnish One (1) unit(s) of Seagrave model Marauder Pumper, hereinafter referred to as “Apparatus and Equipment”, according to the mutually agreed specifications and change order documents hereto attached and made a part of this contract, and to deliver the same as hereinafter provided. 2. The Seller guarantees that all material and workmanship in and about the Apparatus and Equipment shall comply with the mutually agreed specifications and change orders. In the event there is any conflict between the City Bid Specifications and the Seagrave Bid Proposal, the mutually agreed specifications and change orders will prevail. The standard Seagrave Limited Warranty will apply as provided for in the mutually agreed specifications and change orders. Minor details of materials and construction, not otherwise specified, shall be left to the decision of the Seller who shall be solely responsible for the design, engineering and construction of all features of the apparatus. Any changes to the contract or purchase order must be approved in advance through the issuance of a written change order by the Seller. The Seller witl not assume responsibility for performing any change requested but not approved by the Purchaser within five (5) days of the change order submission for approval. 3. The Apparatus and Equipment shall be ready for delivery from Clintonville, Wisconsin, within 1600 calendar days after the receipt of the (i) mutually agreed specifications, (ii) change order documents and (iii} approval drawing signed by the authorized representative of the Purchaser. The mutually agreed specifications and ( change order documents and approva! drawing shall be delivered to the Purchaser for their signature in not more than 31 days from contract receipt at Seagrave or not more than five days from pre-construction meeting, if so provided. Delays due to change orders, strikes, faitures to obtain materials, or other causes beyond Seagrave's control will be just cause for delay in delivery. The completed Apparatus and Equipment shall be delivered to the Purchaser at: Croton, NY 10520_ 4. A competent representative shall, upon request, be furnished by the Seller to demonstrate said Apparatus and Equipment for the Purchaser and to familiarize the Purchaser’s employees in the operation and handling of the Apparatus and Equipment. 5. The Purchaser purchases and agrees to pay for said Apparatus and Equipment, the sum of One Million, Seven Hundred Eighty-Nine Thousand, Nine Hundred Twenty-Nine Dollars ($1,789,929.00), state, federal, FET, or local taxes not included. Payment of any such taxes are the responsibility of the Purchaser. Terms are net, payment in full upon delivery of the apparatus to the customer. If the contract includes Dealer Furnished Equipment and services, the apparatus will be delivered to the customer and payment made, less five (5) percent of the Contract Price that is held by the fire department until all items and services are provided by the Dealer. The 5% Final Payment and Acceptance will be made once the terms of the contract are satisfied by the Dealer. 5.1 This bid price does not include the impact of tariffs on imported goods implemented since January 01, 2025, as the application or impact of such tariffs is not currently clear. Seagrave reserves the right to change the price in accordance with contract terms in reference to tariffs implemented by the Federal {_ Government. 120418 RS 3/17/2025 5.2 All payments shali be made payable to Seagrave Fire Apparatus, LLC and shall be mailed directly to: Seagrave Fire Apparatus, LLC 7285 Solutions Center Chicago, IL 60677-7002 5.3 The Apparatus and Equipment must be paid in full prior to being placed in fire service. 3.4 If more than one piece of Apparatus and Equipment is covered by this Contract, the above terms of payment shall apply to each piece, and an invoice covering each piece shall be rendered in the proper amount, 6. In the case that no final inspection is made by the Purchaser at the factory prior to shipment and the Purchaser desires to test the Apparatus and Equipment upon receipt, such test shall be made within three (3) days after arrival at the delivery destination specified above. A written report of such test shall be delivered forthwith to the Seller at its principal office at Clintonville, Wisconsin. If no such test be made, or if no such report be made by the Purchaser within three (3) days after arrival, then the Apparatus and Equipment shall be considered as fully complying with the contract specifications. 7. It is agreed that the Apparatus and Equipment covered by this contract shall remain the property of the Seller until the Apparatus and Equipment is delivered and accepted by the Purchaser, such acceptance shall not be unreasonably withheld or delayed. In case of any default in payment the Seller may take full possession of the Apparatus and Equipment, or of the piece or pieces upon which default has been made, and any payments that have been made shall be applied as rent in full for the use of the Apparatus and Equipment up to date of taking ( possession. 8. In the event that any applicable Federal or State Regulations (DOT, FMVSS, EPA, etc.), National Fire Protection Association Standards or import tariffs which are enacted during the course of this contract, and which requires a change in the contract specifications and purchase price in order for the Apparatus and Equipment to comply with such regulation, the parties will execute a change order describing the change in the specifications and increasing the purchase price by an amount equal to the increase in the costs of producing the Apparatus and Equipment. 9. Any dispute or claim relating to this contract shall be determined exclusively in the state courts located in New Castle County, Delaware. Each party hereby consents to and waives any objection to the exclusive jurisdiction of such courts. 10. Except for damages, claims or losses due to Seagrave’s acts of gross negligence, Purchaser or user, to the extent permitted by law, will indemnify and hold Seagrave and Seagrave’s property, free and harmless from any liability for losses, claims, injury to or death of any person, including Purchaser or user, or for damage to property arising from Purchaser or user using and possessing the Apparatus and Equipment or from the acts or omissions of any person or persons, including Purchaser or user, using or possessing the Apparatus and Equipment with Purchaser or user’s express or implied consent. The provisions hereof shall survive expiration or termination of this Agreement. 11. Risk of loss shall pass to the Purchaser upon delivery and acceptance of the Apparatus and Equipment. 120418 RS 3/17/2025 ( 12. To be binding the contract must be signed and approved by an Officer of Seagrave Fire Apparatus, LLC. This contract and mutually agreed specifications and change order documents take precedence over all previous negotiations, and no representations are considered as entering into this contract except as are contained herein or in the mutually agreed specifications and change order documents included herein. IN WITNESS WHEREOF, the said parties have caused these presents to be executed and the Purchaser has caused its corporate seal to be hereunto affixed, and attested by its authorized representatives, on this day of 20_. ("Purchaser") By Please print name here By Please sign name here Title Purchaser By Please print name here By Please sign name here ( Title Purchaser SEAGRAVE FIRE APPARATUS, LLC ("'Selier") By — Ulisses D. Parmeziani Title: President and Chief Executive Officer Seller Date of Acceptance: 120418 RS 3/17/2025