4.5. SR 01-16-2018 EOty1� ,.,�� Request for Action
River
To Item Number
Mayor& City Council 4.5
Agenda Section Meeting Date Prepared by
Consent January 16, 2018 Aaron Surratt,Deputy Fire Chief
Item Description Reviewed by
Fire Department Engine 1 Replacement T.John Cunningham, Fire Chief
Peter Beck, City Attorney
Reviewed by
Cal Portner, City Administrator
Action Requested
Approve,by motion, the purchase of a 2017 Pierce Impel fire engine from MacQueen Equipment Inc.
for $585,993.
Background/Discussion
This truck will replace a 20+ year old front line fire engine assigned to Station #1 (Jackson Ave). The
truck is built by Pierce Manufacturing in Appleton WI. Pierce has a positive history with the City of Elk
River with respect to price,performance,reliability, and customer service. The Fire Department has
designed the new truck based off of the existing design/functionality of Engine 2 which will standardize
front-line engine deployment from both fire stations.
The existing Engine 1 will be auctioned and sold.
Financial Impact
The Equipment Replacement Fund budgeted approximately$585,000. The slight cost increase is
attributed to items added to bring the engine into the same design/functionality as Engine 2. The
contract price for the Fire Department's replacement Tahoe (item 4.13) came in less than what was
originally estimated.
The purchase is being made through the Houston Galveston Area Council (HGAC) contract, a
purchasing consortium approved in Minnesota.
Attachments
■ Purchase Agreement
The Elk River Vision
A PehoMing community 2a itb revolutionary and spirited resourcefulness, exceptional POWERED By
service, and community engagement that encourages and inspires prosperity INAWRE1
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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
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the event MacQueen does not receive a Notice of Defect within fifteen (15) days of Delivery, Product will be deemed to be in
conformance with Specifications and Accepted by Customer.
8. Notice. Any required or permitted notices hereunder must be given in writing at the address of each party set forth below, or
to such other address as either party may substitute by written notice to the other in the manner contemplated herein, by one of
the following methods: hand delivery; registered, express, or certified mail, return receipt requested, postage prepaid; or
nationally-recognized private express courier:
MacQueen Equipment, Inc. Customer
1125 7th Street East
St. Paul, MN 55106 City of Elk River
13065 Orono Pkwy
Elk River, MN 55330
9. Standard Warranty. The equipment sold herein will be manufactured by Pierce Manufacturing, Inc.and any warranties are
attached hereto as Exhibit B and made a part hereof. Any additional warranties must be expressly approved in writing by Pier ce’s
authorized representative and MacQueen.
a. Disclaimer. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PIERCE, ITS
PARENT COMPANY, AFFILIATES, SUBSIDIARIES, LICENSORS, SUPPLIERS, DISTRIBUTORS, DEALERS,
INCLUDING WITHOUT LIMITATION, MACQUEEN EQUIPMENT, INC., OR THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES, MAKE ANY EXPRESS OR
IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS PROVIDED HEREUNDER OR OTHERWISE
REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY. WITHOUT
LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED
WARRANTY AGAINST INFRINGEMENT, AND THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A
PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. STATEMENTS MADE BY SALES
REPRESENTATIVES OR IN PROMOTIONAL MATERIALS DO NOT CONSTITUTE WARRANTIES.
b. Exclusions of Incidental and Consequential Damages. In no event shall MacQueen be liable for consequential,
incidental or punitive damages incurred by Customer or any third party in connection with any matter arising out of or relating
to this Agreement, or the breach thereof, regardless of whether such damages arise out of breach of warranty, tort, contract, strict
liability, statutory liability, indemnity, whether resulting from non-delivery or from MacQueen’s own negligence, or otherwise.
10. Insurance. MacQueen maintains the following limits of insurance with a carrier(s) rated A- or better by A.M. Best:
Commercial General Liability Insurance:
Products/Completed Operations Aggregate: $2,000,000
Each Occurrence: $2,000,000
Umbrella/Excess Liability Insurance:
Aggregate: $5,000,000
Each Occurrence: $5,000,000
The Customer may request MacQueen to provide the Customer with a copy of a c urrent Certificate of Insurance with
the coverages listed above.
11. Indemnity. The Customer shall indemnify, defend and hold harmless MacQueen, its officers, employees, dealers, agents or
subcontractors, from any and all claims, costs, judgments, liability, loss, damage, attorneys’ fees or expenses of any kind or nature
whatsoever (including, but without limitation, personal injury and death) to all property and persons caused by, resulting fr om,
arising out of or occurring in connection with the Customer's purchase, installation or use of goods sold or supplied by MacQueen
which are not caused by the sole negligence of MacQueen or Pierce.
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12. Force Majeure. MacQueen shall not be responsible nor deemed to be in default on account of delays in performance due to
causes which are beyond MacQueen’s control which make MacQueen’s performance impracticable, including but not limited to
civil wars, insurrections, strikes, riots, fires, storms, floods, other acts of nature, explosions, earthquakes, accidents, any act of
government, delays in transportation, inability to obtain necessary labor supplies or manufacturing facilities, allocation
regulations or orders affecting materials, equipment, facilities or completed products, failure to obtain any required license or
certificates, acts of God or the public enemy or terrorism, failure of transportation, epidemics, quarantine restrictions, fa ilure of
vendors (due to causes similar to those within the scope of this clause) to perform their contracts or labor troubles causing
cessation, slowdown, or interruption of work.
13. Default. The occurrence of one or more of the following shall constitute a default under this Ag reement: (a) the Customer
fails to pay when due any amounts under this Agreement or to perform any of its obligations under this Agreement; (b) MacQue en
fails to perform any of its obligations under this Agreement; (c) either party becomes insolvent or be come subject to a bankruptcy
or insolvency proceedings; (d) any representation made by either party to induce the other to enter into this Agreement is fa lse
in any material respect; (e) the Customer dissolves, merges, consolidates or transfers a substantial portion of its property to
another entity; or (f) the Customer is in default or has breached any other contract or agreement with MacQueen.
14. Relationship of Parties. Neither party is a partner, employee, agent, or joint venturer of or with the othe r.
15. Assignment. Neither party may assign its rights and obligations under this Agreement unless it has obtained the prior written
approval of the other party.
16. Governing Law; Jurisdiction. Without regard to any conflict of laws provisions, this Agreement is to be governed by and
under the laws of the state of Minnesota.
17. Facsimile Signatures. The delivery of signatures to this Agreement by facsimile transmission shall be binding as original
signatures.
18. Entire Agreement. This Agreement shall be the exclusive agreement between the parties for the Product. Additional or
different terms proposed by the Customer shall not be applicable, unless accepted in writing by MacQueen’s authorized
representative. No change in, modification of, or revision of this Agreement shall be valid unless in writing and signed by
MacQueen’s authorized representative.
19. Conflict. In the event of a conflict between the Customer Specifications and the MacQueen Proposal, the MacQueen Proposal
shall control. In the event there is a conflict between the MacQueen Proposal and this Agreement, the MacQueen Proposal shall
control.
20. Signatures. This Agreement is not effective unless and until it is approved, signed and dated by MacQueen Equipm ent,
Inc.’s authorized representative.
Accepted and agreed to:
MACQUEEN EQUIPMENT, INC. CUSTOMER: City of Elk River
Name: Daniel Corcoran Name:
Title: District Sales Representative Title:
Date: December, 28th 2017 Date:
EXHIBIT A
PURCHASE DETAIL FORM
MacQueen Equipment, Inc.
1125 7th Street East
St. Paul, MN 55106
Date: December 28th, 2017
Customer Name: City of Elk River
Quantity Chassis Type Body Type Price per Unit
1 2017 Pierce Impel Top Mount Pumper,
161” Body, 2nd Gen
$ 585,993
$
$
$
$
.
Warranty Period: Unit holds a 1-year bumper to bumper warranty. Additional component warranties, refer to
exhibit B of contract
Orientation Requirements: Product orientation will be provided by a MacQueen Representative upon delivery of the unit
Other Matters:
This contract is available for municipal corporations and others to utilize with the option of adding or deleting any available
options, including chassis models. Any addition or deletion may affect the unit price.
Payment Terms: Full payment due upon delivery and customer acceptance
.
[NOTE: If deferred payment arrangements are required, the Customer must make such financial arrangements through a financial institution acceptable to
MacQueen.] All taxes, excises and levies that MacQueen may be required to pay or collect by reason of any present or future law or b y any governmental
authority based upon the sale, purchase, delivery, storage, processing, use, consumption, or transportation of t he Product sold by MacQueen to the Customer
shall be for the account of the Customer and shall be added to the Purchase Price. All delivery prices or prices with freigh t allowance are based upon prevailing
freight rates and, in the event of any increase or decrease in such rates, the prices on all unshipped Product will be increased or decreased accordingly. Delinquent
payments shall be subject to a carrying charge of 1.5 percent (1.5%) per month or such lesser amount permitted by law. MacQueen will not be required to accept
payment other than as set forth in this Agreement. However, to avoid a late charge assessment in the event of a dispute caused by a substantial nonconformance
with material Specifications (other than freight), the Customer may withhold up to five percent (5%) of the Purchase Price until such time that MacQueen
substantially remedies the nonconformance with material Specifications, but no longer than sixty (60) days after Delivery. If the disputed amount is the freight
charge, the Customer may withhold only the amount of the freight charge until the dispute is settled, but no longer than sixty (60) days after Delivery. MacQueen
shall have and retain a purchase money security interest in all goods and products now or hereafter sold to the Customer by MacQueen or any of its affiliated
companies to secure payment of the Purchase Price for all such goods and products. In the event of nonpayment by the Custome r of any debt, obligation or
liability now or hereafter incurred or owing by the Customer to MacQueen, MacQueen shall have and may exercise all rights and remedies of a secured party
under Article 9 of the Uniform Commercial Code (UCC) as adopted by the state of Minnesota.
THIS PURCHASE DETAIL FORM IS EXPRESSLY SUBJECT TO THE PURCHASE AGREEMENT TERMS
AND CONDITIONS DATED AS OF December 28, 2017 BETWEEN MACQUEEN EQUIPMENT,
INC. AND the City of Elk River WHICH TERMS AND CONDITIONS ARE HEREBY
INCORPORATED IN, AND MADE PART OF, THIS PURCHASE DETAIL FORM AS THOUGH EACH
PROVISION WERE SEPARATELY SET FORTH HEREIN, EXCEPT TO THE EXTENT OTHERWISE
STATED OR SUPPLEMENTED BY MACQUEEN EQUIPMENT, INC. HEREIN.
Exhibit B
LIMITED WARRANTY
Limited Warranty Terms and Disclaimer: Pierce warrants that all new and unused goods furnished by
Pierce are free from defect in workmanship and material as of the time and place of delivery by Pierce in
accordance with its Standard Limited Warranty in effect at the date of contract formation and stated below.
Pierce’s obligation under this Limited Warranty is subject to the following qualifications: a) Pierce or its
authorized Dealer shall have been notified of such claimed defect within thirty (30) days of its discovery or
such later date as is specified in the Standard Limited Warranty; b) the vehicle shall have been subject only
to proper use normal for similar vehicles; and c) it shall have been regularly maintained and serviced in
accordance with the Manufacturer’s Service Manual. No defective part may be returned to the factory
without Pierce’s prior written consent, or that of our authorized representative. Any return must be with
transportation prepaid, which may be refunded at the discretion of Pierce. The Standard Limited Warranty
for the goods is incorporated herein by reference. It is the exclusive warranty given by Pierce. PIERCE
HEREBY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, ANY
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES
ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, notwithstanding any knowledge of
Pierce regarding the use or uses intended to be made of goods, proposed changes or additions to goods, or
any assistance or suggestions that may have been made by Pierce personnel.
STANDARD LIMITED WARRANTY
Base Warranties:
One (1) year basic limited warranty - all
One (1) year standard Pierce Fire and Rescue Service Center limited warranty - chassis, cab,
apparatus body
One (1) year standard Pierce Fire and Rescue Service Center limited warranty - paint
Ninety (90) days standard Pierce Fire and Rescue Service Center limited warranty - parts serviced
or repaired
Six (6) month basic parts limited warranty
Chassis & Cab Warranties:
Three (3) year chassis limited warranty - Velocity and Impel
Ten (10) year standard cab structural integrity limited warranty - all
Ten (10) year standard structural integrity limited warranty - Encore rescue vehicle frame
modification commercial chassis (FLR & IHC)
Fifty (50) year standard chassis frame rail lifetime structural integrity limited warranty - all custom
except Velocity and Impel
Fifty (50) year chassis frame rail & Crossmember lifetime structural integrity limited warranty -
Velocity and Impel chassis
Body Structural Integrity Warranties:
Two (2) year structural integrity apparatus body - Minipumper
Five (5) year structural integrity - tanker pumper body
Ten (10) year standard body structural integrity limited warranty - all aerial, pumpers, tankers,
elliptical, dryside, DX
Ten (10) year structural integrity - Contender rescue apparatus body
Ten (10) year structural integrity - Encore rescue apparatus body
Fifteen (15) year structural integrity limited warranty - body/heavy duty rescue
Aerial Structural Integrity Warranties:
Ten (10) year standard structural integrity limited warranty - Sky-Arm aerial device
Twenty (20) year standard structural integrity limited warranty - Aerial Platforms, Aerial Ladders,
and Sky-Boom
Paint and Graphics Warranties:
One (1) year graphics fading and deterioration (vinyl, painted, reflective, gold)
Three (3) year standard goldstar goldleaf lamination limited warranty
Four (4) year paint and corrosion on all aerial device - no refurb
Ten (10) year standard prorated paint/corrosion warranty - trucks shipped after Jan 1, 2004
Twelve (12) year fire and rescue stainless steel body paint and corrosion limited warranty
Component Warranties:
Two (2) year standard fold down step limited warranty - Quantum, Velocity/Impel electric step
Three (3) year tak4 front suspension limited warranty
Three (3) year material and workmanship aerial hydraulic system seals;
Five (5) year material and workmanship aerial hydraulic system components
Fifty-four (54) month material and workmanship camera system
Five (5) year material and workmanship Command Zone electronics
Five (5) year material and workmanship foam system control head
Six (6) year PUC pump limited warranty
Ten (10) year standard stainless steel plumbing - piping and weldments less than 3"
Ten (10) year standard steel water tank structural integrity and corrosion limited warranty - water
tank
Ten (10) year material and workmanship pierce 12V led strip light
Exhibit C
December 28, 2017
RE: Proposal for the City of Elk River
MacQueen Emergency Group, (“MacQueen”), the licensed and authorized dealer for Pierce Manufacturing
Inc. (“Pierce”) in the State of Minnesota, is pleased to provide the following proposal for the City of Elk
River. This proposal is based on the accompanying proposal specifications, which are tailored to meet your
needs. The proposal pricing is based on current HGAC (Houston Galveston Area Council) FS12-17 contract
pricing and includes the fees associated with an HGAC purchase.
Description
Sales Price $585,993
Final Sales Price $585,993
The total of $585,993 must be paid upon delivery and acceptance of unit.
The proposal pricing includes the delivery cost from Appleton, Wisconsin. Included in this
price are travel expenses for one (1) of your personnel to travel to our factory for a
construction review and five (5) of your personnel to travel to our factory for final
Inspection.
Delivery time for the proposed unit will be within 1 (one) month from the date of order
which will be the date a Purchase Agreement is executed between Buyer and MacQueen in
substantially the form attached hereto as Exhibit 1.
This proposal is valid until January 16, 2018.
Tax is excluded from this proposal. In the event the purchasing organization is not exempt
from Sales Taxes or any other applicable taxes and/or the proposed apparatus does not
qualify for exempt status, it is the duty of the purchasing organization to pay any and all
taxes due.
Balance of sales price is due upon delivery. Payment must be remitted to MacQueen.
Any changes to the original specification will be invoiced or credited as a separate
transaction from the original proposal.
A late fee of .033% of the sale price will be charged per day for overdue payments
beginning ten (10) days after the payment is due for the first thirty (30 ) days. The late
fee increases to .044% per day until the payment is received. In the event of a
Prepayment received after the due date above, the discount will be reduced by same
percentages above increasing the cost of the apparatus.
In the event this proposal is accepted and a purchase order is issued then cancelled or
terminated by the City of Elk River 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 Pierce;
(b) 20% of the Purchase Price after completion of the approval drawings;
(c) 30% of the Purchase Price upon any material requisition.
The cancellation fee may increase accordingly as costs are i ncurred 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, the customer shall
remain liable for the difference between the purch ase price and, if applicable, the sale price
obtained by MacQueen upon sale of the product to another purchaser, plus any costs incurred
by MacQueen to conduct such sale.
In an effort to ensure the above stated terms and conditions are understood and adher ed to,
MacQueen requires an authorized individual from the purchasing organization to sign and
date this proposal and include it with any purchase order.
Upon signing of this proposal, the terms and conditions stated herein will be considered
binding and accepted by the City of Elk River. The terms and acceptance of this proposal
will be governed by the laws of the state of Minnesota. Venue of any claim regarding this
proposal will lie in the county Customer is located.
No additional terms or conditions will be binding upon MacQueen unless agreed to in
writing and signed by a duly authorized officer of MacQueen.
Sincerely,
MACQUEEN EMERGENCY GROUP
By Daniel Corcoran
I, ______________________________, the authorized representative of Customer, agree to
purchase the 2017 Pierce Impel top mount pumper and agree to the terms of this proposal.
____________________________________________ ________________________
Signature Date