HomeMy WebLinkAbout#04 - Public Works Trailer Purchase STAFF REPORT
DATE: 1/17/2023
CONSENT
ITEM #:
TO: City Council
FROM: Marty Powers, Public Works Director
AGENDA ITEM: 14 ton Trailer Replacement
REVIEWED BY: Kristina Handt, City Administrator
BACKGROUND: The City of Lake Elmo Public Works Department has utilized a 2005 12 ton trailer
for moving skid steers, and other utility vehicles used for projects related to parks, streets, water, sewer
and storm sewer. The trailer is in service and is need of replacement due to its age and maintenance
issues.
ISSUE BEFORE COUNCIL: Should the City Council approve the purchase of a new equipment trailer
as outlined in 2023 budgeted?
PROPOSAL DETAILS/ANALYSIS: Proceeding with this purchase to replace an age trailer will benefit
the city and its residents to insure equipment can be moved throughout the city efficiently and safely. Below
are the two quotes received which do not include the tax, license and registration.
Oakdale Rental Center/St. Paul Trailer Sales $ 16,275.00
Ziegler Cat $ 16,609.00
FISCAL IMPACT: Purchase of this unit shall not exceed the budgeted $22,000 and is included in the
2023 Street, Parks, Water and Sewer Operating Budget.
OPTIONS: Approve purchase of Equipment Trailer
Deny purchase of Equipment Trailer
Amend and approve purchase of Equipment Trailer
RECOMMENDATION: If removed from consent agenda…..
“Motion to approve the purchase of a Equipment Trailer from Oak Dale Rental Center/St. Paul Trailer
Sales for an amount not to exceed $22,000”
ATTACHMENTS:
• ODR/ST Paul Trailer Sales Quote
• Zeigler Quote
PRODUCT PURCHASE AGREEMENT DATE
PURCHASER
STREET ADDRESS
S CITY/STATE COUNTY S
O H
L POSTAL CODE PHONE NO. I D P
EQUIPMENT
T CUSTOMER CONTACT: PRODUCT SUPPORT T O O
INDUSTRY CODE: EST. DELIVERY DATE:
F.O.B. AT:
ACCOUNT NUMBER
Sales Tax Exemption # (if applicable) PURCHASER PO NUMBER
T
E
R M
S
PAYMENT TERMS: (All terms and payments are subject to Finance Company - OAC approval)
NET PAYMENT ON RECEIPT OF INVOICE NET ON DELIVERY FINANCIAL SERVICES CSC LEASE
CASH WITH ORDER BALANCE TO FINANCE CONTRACT INTEREST RATE
PAYMENT PERIOD PAYMENT AMOUNT NUMBER OF PAYMENTS OPTIONAL BUY-OUT
QUANTITY DESCRIPTION OF EQUIPMENT ORDERED / PURCHASED PRICE
YEAR BILL OF SALE - TRADE-IN EQUIPMENT SERIAL NO. SELL PRICE $
LESS GROSS TRADE ALLOWANCE $
OTHER $
SUBTOTAL $
SALES TAX $
PURCHASER REPRESENTS AND WARRANTS ANY TRADE-IN EQUIPMENT IS FREE OF ALL LIENS, ENCUMBRANCES,
LIABILITIES, AND ADVERSE CLAIMS OF EVERY NATURE WHATSOEVER EXCEPT AS NOTED BELOW:
GROSS TRADE ALLOWANCE _______________________________
TRADE BALANCE OWED $
OTHER $
PAYOUT TO AMOUNT OWING: OTHER $
PURCHASER TO PAYOUT ZIEGLER INC. TO PAY OUT TOTAL $
PURCHASER HEREBY SELLS THE TRADE-IN EQUIPMENT DESCRIBED ABOVE TO ZIEGLER INC. SUBJECT TO THE TERMS ON PAGE 2.
NEW EQUIPMENT WARRANTY
New equipment is subject to a limited warranty (“Limited Warranty”) as provided by the manufacturer or Seller, which will either be included
in a written warranty statement with the Product or the manufacturer’s standard limited warranty in force when the Product is delivered to
Purchaser. Limited Warranties extend only to parts or attachments sold by manufacturer, and Purchaser’s failure to follow warranty conditions
may result in voiding the Limited Warranty, as further stated on Page 2. Neither manufacturer nor Seller will be responsible for any other
warranty. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED AS FURTHER STATED ON PAGE 2.
USED EQUIPMENT
WARRANTY
ALL WARRANTIES, EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED AS
FURTHER STATED ON PAGE 2. All used equipment is sold “as is with all faults,” and
no warranty is offered except as specified here:
CSA:
NOTES:
THIS AGREEMENT INCLUDES THE TERMS ON PAGE 2 AND WEBSITES REFERRED TO THEREIN.
ZIEGLER INC. “Seller”
ORDER RECEIVED BY PURCHASER
APPROVED AND ACCEPTED ON
DATE
REPRESENTATIVE
PURCHASER
BY
REPRESENTATIVE SIGNATURE PURCHASER SIGNATURE
PURCHASER TITLE
ver. 2/25/2020 PRODUCT PURCHASE AGREEMENT 1 of 2
TERMS
By purchasing or financing the equipment listed on page 1 (collectively, “Products”), Purchaser hereby agrees to the preceding and following terms (collectively, the “Terms”).
1. ACCEPTANCE. All sales are subject to availability of Products. Seller may accept or reject
this agreement and will not be required to give any reason for rejection. Seller rejects any
terms submitted by Purchaser not contained herein. Purchaser may issue a purchase order
for administrative purposes only, and any terms in any purchase order are rejected, not binding
on Seller, and are of no force.
2. TAXES. Purchaser agrees to pay all taxes, assessments, licenses, and governmental
charges of any kind resulting on account of Purchaser’s purchase, possession, or use of
Products.
3. FINANCING. If Purchaser finances Products, Seller’s acceptance of this agreement is
subject to the approval of Seller’s or Purchaser’s lender, and Purchaser shall sign any security
agreement and financing statement required by such lender.
4. ADDITIONAL DOCUMENTATION. On Seller’s request, Purchaser shall, at its sole
expense, sign and deliver all such further documents and instruments, and take all such further
acts, necessary to give full effect to this agreement or otherwise required by Seller. If Purchaser
fails to sign and deliver such documents or instruments to Seller, the entire balance of the
purchase price will, upon Seller’s tender of performance and at Seller’s option, become
immediately due and payable.
5. SECURITY INTEREST. To secure Purchaser’s prompt and complete payment of any
present and future indebtedness of Purchaser to Seller under this agreement, or any document
or instrument signed in connection with this agreement, Purchaser hereby grants Seller a
security interest, in Products, wherever located, whether now existing or hereafter arising from
time to time, and all accessions thereto and replacements or modifications thereof, as well as
all proceeds (including insurance proceeds) of the foregoing. Purchaser acknowledges that
the security interest granted under this Section 5 is a purchase-money security interest under
applicable law. Seller may file a financing statement to perfect the security interest, and
Purchaser shall sign any statements or other documents necessary to perfect Seller’s security
interest. Purchaser also authorizes Seller to sign, on Purchaser’s behalf, statements or other
documentation necessary to perfect Seller’s security interest. Seller may exercise all rights and
remedies of a secured party under applicable law.
6. TITLE AND RISK OF LOSS; DELIVERY. Title and risk of loss to Products passes to
Purchaser upon Delivery. “Delivery” occurs upon Seller’s delivery of the Products to the carrier
in the event of shipment, or Purchaser’s receipt of Products at Seller’s location.
7. SHIPMENT. Seller shall deliver Products FOB at the location specified on Page 1.
Purchaser shall pay all shipping charges and insurance costs.
8. INSURANCE. Upon Delivery, and at all times thereafter while there is any balance due
under this agreement, Purchaser shall, at its own expense, have and keep Products insured
against loss by fire, theft, collision, vandalism, and any other hazard as Seller may require by
an insurance company acceptable to Seller and in an amount no less than the balance due
under or in connection with this agreement. On Seller’s request, Purchaser shall provide Seller
with a certificate of insurance from Purchaser’s insurer evidencing the coverages specified in
this Section. Purchaser shall provide Seller with 10 business days’ advance notice in the event
of cancellation or a material change in its policy.
9. BILL AND HOLD. If Purchaser requests to be billed prior to Delivery, in its sole
determination, notwithstanding any provisions to the contrary herein, Purchaser assumes all
risk of ownership and liability for Products as of the date of the invoice, including insuring
Products in accordance with Section 8. Purchaser shall indemnify, hold harmless, and defend
Seller and its parent, officers, directors, partners, members, shareholders, employees, agents,
affiliates, successors, and permitted assigns against any loss or damage to Products between
the invoice date and the date and time of Delivery. Purchaser acknowledges, other than
Delivery, the transaction with respect to Products is complete, and there are no outstanding
obligations preventing Delivery.
10. DAMAGES; MAXIMUM LIABILITY. IN NO EVENT WILL SELLER BE LIABLE FOR
INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENCHANCED, INDIRECT, OR
PUNITIVE DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION OF VALUE,
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR PRODUCTS, REGARDLESS
OF: (A) WHETHER THE DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT
SELLER WAS ADVISED OF THE POSSIBILITY OF DAMAGES; AND (C) THE LEGAL OR
EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) ON WHICH THE CLAIM IS
BASED. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR PRODUCTS, WHETHER ARISING OUT OF OR
RELATED TO BREACH OF CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL
OF THE AMOUNTS PAID TO SELLER UNDER THIS AGREEMENT. THE FOREGOING
LIMITATIONS APPLY EVEN IF PURCHASER’S REMEDIES UNDER THIS AGREEMENT
FAIL THEIR ESSENTIAL PURPOSE.
11. WARRANTY LIMITATIONS. Limited Warranties do not apply where Products: (a) are
subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper
installation, improper handling, abnormal physical stress, abnormal environmental conditions,
or use contrary to any instructions issued by Seller or manufacturer; (b) have been
reconstructed, repaired, or altered by any persons other than Seller or its authorized
representative; or (c) have been used with any third-party product, hardware, or product that
has not been previously approved in writing by Seller. Notwithstanding anything in this
agreement to the contrary, Seller’s liability under any Limited Warranty is discharged, in
Seller’s sole discretion and at its expense, by repairing or replacing any defective Products, or
crediting or refunding the price of any defective Products, less any applicable discounts,
rebates, or credits.
12. WARRANTY DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTY IDENTIFIED ON
PAGE 1, NEITHER SELLER NOR ANY PERSON ON SELLER’S BEHALF HAS MADE OR
MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, INCLUDING
ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHETHER ARISING
BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR
OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. PURCHASER
ACKNOWLEDGES IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY
MADE BY SELLER, OR ANY OTHER PERSON ON SELLER’S BEHALF, EXCEPT AS
SPECIFICALLY DESCRIBED ON PAGE 1.
13. TRADE-IN EQUIPMENT. Purchaser assigns, sells, transfers, and conveys title of
any trade-in equipment described on Page 1 (“Trade-In Equipment”) to Seller. Purchaser
represents to Seller that Purchaser is the lawful owner with full authority to sell and
transfer Trade-In Equipment, and that the Trade-In Equipment is free of all liens,
encumbrances, liabilities, and adverse claims of every nature except as noted on Page
1. Purchaser shall indemnify, hold harmless, and defend Seller against all claims and
demands of all persons who claim any interest to Trade-In Equipment. This Bill of Sale
on Trade-In Equipment will be effective as of the time of Delivery to Purchaser of the
replacement Products purchased hereunder, or at such earlier time that Seller obtains
physical possession of the Trade-In Equipment. All trade-ins are subject to Trade-In
Equipment being in “As Inspected Condition” by Seller at the time of Delivery of
replacement Products.
14. DATA AND PRIVACY. Seller and its partners, affiliates, subsidiaries, and third
parties, including but not limited to manufacturers, dealers, and service providers
(collectively, “Seller Parties”), collect and share information relating to products, services,
and customers as detailed in Seller’s Privacy Statement located at
www.zieglercat.com/privacy as well as applicable manufacturers’ statements, which are
hereby incorporated into this agreement by this reference. Manufacturers’ statements
may be updated at any time without notice. Products equipped with telematics or other
tools, applications, or devices to assess information, such as machine locations,
operating hours, health of equipment, and basic utilization (collectively “Telematics”),
whether manufactured by Caterpillar or by other companies, collect and transmit
information to Seller Parties with a legitimate business reason to access the information,
including but not limited to providing services and support, developing new products and
services, personalizing user experiences, improving products, or compliance with legal
obligations. Purchaser understands that Telematics may have been activated on
Products by Seller or the manufacturer, and may be subject to or required by specific
manufacturer user agreements available to Purchaser upon request. Purchaser
consents to the collection, use, storage, processing, sharing, and disclosure of such
information by Seller Parties in accordance with this agreement, Seller’s Privacy
Statement, and applicable manufacturers’ statements.
15. INTELLECTUAL PROPERTY. All intellectual property rights in the Products,
including patents, trademarks, internet domain names, works of authorship, expressions,
designs, and design registrations, whether are not copyrightable, trade secrets, and all
other intellectual property rights related to or associated with Products (collectively,
“Intellectual Property”) are the sole and exclusive property of manufacturer. Purchaser
will not acquire any ownership interest in any Intellectual Property Rights under this
agreement. If Purchaser acquires any Intellectual Property Rights in or relating to any
Products by operation of law or otherwise, these rights are deemed and are hereby
irrevocably assigned to manufacturer or its licensors, as the case may be, without further
action by either party.
16. ENTIRE AGREEMENT; AMENDMENT. Purchaser may not revoke its purchase of
Products. The order will not be binding upon Seller until it is accepted in writing by an
authorized representative of Seller. This agreement, including the purchase order
transaction terms on page 1, constitutes the entire agreement of the parties with respect
to the subject matter hereof and supersedes all prior and contemporaneous
understandings, agreements, representations, and warranties, written and oral,
regarding such subject matter. No modification of this agreement is effective unless it is
in writing and signed by each party.
17. FORCE MAJEURE. Seller will not be liable to Purchaser, and will not be deemed to
have breached this agreement, for any failure or delay in performing any term of this
agreement, to the extent the failure or delay is caused by or results from acts beyond
Seller’s control, including acts of God, flood, fire, earthquake, explosion, war, invasion,
hostilities, terrorist threats or acts, riot or other civil unrest, requirements of law,
embargoes or blockades, actions by any governmental authority, national or regional
emergencies, labor stoppages or slowdowns or other industrial disturbances, delays in
manufacture, supply shortages, or shortages of adequate power or transportation
facilities (collectively, “Force Majeure Events”). Any Force Majeure Event that has an
adverse effect on Seller’s ability to perform will absolve Seller from any liability to
Purchaser.
18. DISPUTES. Purchaser shall pay Seller’s legal fees, court costs, and any other costs
of recovery incurred in enforcing the terms of this agreement. This agreement is
governed by and to be construed in accordance with the laws of the State of Minnesota,
without regard to its principles of conflicts of law. If legal action is brought to enforce this
agreement, the Federal District Court of Minnesota (4th Division) or Hennepin County
District Court (4th Judicial District) will be the exclusive jurisdiction and venue for said
action unless Seller, in its sole discretion, commences proceedings in a different
jurisdiction or venue.
19. UCC. All terms used but not defined in this agreement that are defined in the
Minnesota Uniform Commercial Code, as amended from time to time (the “UCC”) have
the meanings set forth in the UCC, and such meanings will automatically change at the
time any amendment to the UCC, which changes such meanings, becomes effective.
20. COUNTERPARTS. This agreement may be separately signed by Seller and
Purchaser in any number of counterparts, each of which, when signed and delivered, will
be deemed to be an original, and all of which will constitute the same agreement.
21. ELECTRONIC SIGNATURES. Purchaser agrees that the Electronic Signatures
(whether digital or encrypted) included in this agreement are intended to authenticate
this writing and have the same effect as manual signatures. “Electronic Signature” means
any electronic sound, symbol, or process attached to or logically associated with a record
and executed and adopted by a person with the intent to sign the record, including
facsimile or email electronic records, in accordance with the Uniform Electronic
Transactions Act, Minnesota Statutes 325L.01–325L.19, as amended from time to time.
A signed copy of this agreement delivered by facsimile, email, or other means of
electronic transmission is deemed to have the same legal effect as delivery of an original
signed copy of this agreement.
ver. 2/25/2020 PRODUCT PURCHASE AGREEMENT 2 of 2