[2023-67 Contract Fire Truck Pumper State Purchase Attachment.pdf] tad gota PROPOSAL TO THE: North Olmsted Fire Department Attn: Chief Edward Schepp 24291 Lorain Rd. North Olmsted, OH 44070 DATE: April 29, 2023 We hereby propose and agree to furnish the following firefighting equipment upon your acceptance of this proposal: One Sutphen Heavy Duty Custom Pumpel..........scccseeeeseeseeeeeseees 9903,474.37* *Pricing is based on State of Ohio Bid Term *Final Payment due at delivery The unit shall be manufactured completely in accordance to the following proposal and delivered in approximately 38-44 months from the date of the contract signing or purchase order, subject to delays from all causes beyond our control. This proposal shall be valid until June 1, 2023.. If the contract or purchase order is not received within this proposed duration, we reserve the right to extend, withdraw, or modify our proposal, including pricing, delivery times, and prepayment discounts as applicable. Should any changes be required as mandated by NFPA, EPA, or other Federal, State or Local Governments, or changes due to part availability or vendor relationships, such changes shall be documented on a change order and purchaser shall be responsible for additional charges as applicable. These may include but are not limited to changes that affect the major vendors of the fire apparatus industry such as pump manufacturer, seat manufacturer, electrical power supplies (generators) and powertrain (engine & transmission). Respectfully submitted, he he Hérb Fire Herb Fire Equipment Authorized Representative Sutphen Corporation SUTPHEN CORPORATION 6450 Eiterman Road | Dublin, OH 43016 | 1-800-848-5860 S SUTPHEN PURCHASE AGREEMENT FOR SUTPHEN FIRE APPARATUS THIS AGREEMENT, made and entered into this day of ,20___byand between SUTPHEN CORPORATION of Dublin, Ohio, hereinafter called "SUTPHEN" and the North Olmsted Fire Department of North Olmsted Ohio , hereinafter called "PURCHASER", WITNESSETH: 1. PURCHASE: Purchaser hereby agrees to buy and Sutphen hereby agrees to sell and furnish to Purchaser the apparatus and equipment according to the Sutphen Proposal attached hereto and made a part hereof, and to deliver the same as hereinafter provided. PURCHASE PRICE: Purchaser agrees to pay for said apparatus and equipment the total purchase price of Nine hundred & three thousand, Four hundred & seventy-four & 37/100 ($903,474.37 ) payable in full upon delivery. Changes to National Fire Protection Association (“NFPA”), Environmental Protection Agency (“EPA”) or changes legislated by Federal, State or Local Governments or changes in part availability or vendor relationships that impact the cost to manufacture the truck may also incur additional charges which shall be borne by the purchaser. These may include but are not limited to changes that affect the major vendors of the fire apparatus industry such as pump manufacturer, seat manufacturer, electrical power supplies (generators) and powertrain (engine & transmission). Any such changes shall be memorialized by a signed change order executed by both Sutphen and Purchaser. Sutphen shall provide written notice to Purchaser as soon as it reasonably believes any provision may be invoked. Sutphen shall provide, upon written request, documentation of such changes and increases. DELIVERY: The apparatus and equipment being purchased hereunder shall be delivered to Purchaser at Sutphen factory within approximately 38-44 months after the receipt and acceptance of this agreement at Sutphen’s office, provided that such delivery date shall be automatically extended for delays beyond Sutphen’s control, including, without limitation, strikes, labor disputes, riots, civil unrest, pandemics, war or other military actions, sabotage, government regulations or controls, fire or other casualty, or inability to obtain materials or services. SUTPHEN WARRANTIES: Sutphen warrants the apparatus purchased here under as set forth in the warranty included with bid proposal. TESTING SHORTAGES: The apparatus shall be tested per NFPA #1901 at Sutphen's manufacturing facility. Purchaser agrees that the apparatus and equipment being purchased hereunder will not be driven or used in any manner until it is paid for in full, provided, however, that if there are any minor shortages, Purchaser may withhold a sum equivalent to the retail purchase price of any equipment shortages at the time of delivery and may use the apparatus and equipment during this period. DEFAULT: In the case of any default in payment hereunder or in the payment on any notes, negotiable paper, obligations or other instruments issued by Purchaser, Sutphen 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 theretofore shall be applied as rent in full for the use of the apparatus and equipment up to the date of taking possession by Sutphen. PURCHASER WARRANTIES: With the signing of this agreement, Purchaser warrants that it has the full power and legal authority to enter into this agreement and guarantees that funds for its purchase are available or in the process of collection. ACCEPTANCE: This agreement shall not be binding until it is signed and approved by an officer of the Sutphen Corporation. TAXES, ETC.: The purchase price provided for herein does not include any federal, state or local sales tax, duties, imposts, revenues, excise or other taxes which may hereafter be imposed by governmental authority or otherwise and which are made applicable to the apparatus or equipment covered by the agreement. In the event that any such taxes are subsequently imposed and become applicable, the purchase price herein shall be increased by the amount of such taxes and such sum shall be immediately paid by Purchaser to Sutphen. To the extent applicable, the prices and deliveries set forth herein are subject to the Defense Production Act. 10.INSURANCE: Sutphen shall provide insurance insuring the apparatus and 11. equipment against loss by fire, theft or collision and insuring against property damage and personal injury through the three (3) day delivery period. GENERAL: This agreement and the Sutphen proposal provided herein take precedence over all previous negotiations, oral or written, and no representations or warranties are applicable except as specifically contained in this agreement or in the Sutphen proposal attached hereto. No alteration, modification, amendment or change of this Agreement shall be binding unless executed in writing by the parties. No waiver of any of the provisions of this Agreement shall be deemed a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. This Agreement shall be governed and controlled as to interpretation, enforcement, validity, construction, effect and in all other respects by the laws, statutes and decisions of the State of Ohio. Exclusive jurisdiction and venue for any litigation at all related to this Agreement, directly or indirectly, based upon contract, tort, or other theory of law, shall lie in the Franklin County Court of Common Pleas, Columbus, Ohio, and the parties hereto consent and submit to the general jurisdiction of this court. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by Sutphen, Purchaser, their successors and assigns. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed and attested by its duly authorized representatives, effective as of the date below when accepted at Sutphen Corporations offices. SUTPHEN CORPORATION PURCHASER By THE North Olmsted Fire Department Sales Representative By Accepted at office Title SUTPHEN CORPORATION 6450 Eiterman Road Date Dublin, Ohio 43016 By By Title Title Date Date Rev. 02/28/23 --- [2023-67 Contract Fire Truck Pumper State Purchase.pdf] CITY OF NORTH OLMSTED ORDINANCE NO. 2023 - 67 By: Mayor Jones AN ORDINANCE AUTHORIZING THE MAYOR TO PURCHASE A HEAVY DUTY CUSTOM PUMPER FIRETRUCK FROM SUTPHEN CORP. FOR THE NORTH OLMSTED FIRE DEPARTMENT, THROUGH THE STATE PURCHASE PROGRAM, AT A COST OF $903,474.37 AND DECLARING AN EMERGENCY. WHEREAS, the Fire Chief and the Director of Public Safety have recommended that the City of North Olmsted purchase a Heavy Duty Custom Pumper Firetruck to be deployed by the Fire Department; and WHEREAS, Council has, by separate legislation, addressed the costs and appropriations for this purchase, which is authorized without public bidding through the State Purchase Program; and WHEREAS, it is the desire of this Council to authorize the Mayor to purchase the vehicle from Sutphen Corporation at a cost of $903,474.37 and to further authorize the Mayor to execute all contract documents. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF NORTH OLMSTED, COUNTY OF CUYAHOGA, AND STATE OF OHIO: SECTION 1: That the Mayor be and she is hereby authorized to purchase through the State Purchase Program, which was established by R.C. Section 125.04, and which the City is authorized to participate in pursuant to the City Charter and Resolution No. 87-6, one Sutphen Heavy Duty Custom Pumper Firetruck for the Fire Department from Sutphen Corporation, as detailed in the Proposal and Purchase Agreement attached as Exhibit A, at a cost of $903,474.37, and the Mayor is further authorized to execute additional contract documents, as may be necessary, the legal form for which shall be subject to review by the Director of Law. SECTION 2: That this Ordinance is hereby declared to be an emergency measure immediately necessary for the preservation of the public health, safety and welfare, and for the further reason that it is necessary that this legislation be effective immediately so that the purchase price can be accepted and the order placed without increase, and further provided it receives the affirmative vote of two-thirds of all members of Council, it shall take effect and be in force immediately upon its passage and approval by the Mayor. PASSED: ________________________ First Reading: _______________ Second Reading: _______________ Third Reading: _______________ Committee: __________________ 2 ATTEST: _______________________________ __________________________ BEATRICE TAYLOR LOUIS J. BROSSARD Clerk of Council President of Council APPROVED: _____________________ APPROVED AS TO LEGAL FORM: _______________________________ /s/ Michael R. Gareau, Jr. ______ MAYOR NICOLE DAILEY JONES MICHAEL R. GAREAU, JR. Director of Law