4.4 SR 05-17-2021
Request for Action
To Item Number
Mayor and City Council 4.4
Agenda Section Meeting Date Prepared by
Consent May 17, 2021 Mark Wandersee, Assistant Fire Chief
Item Description Reviewed by
Fire Department Engine 3 Purchase Mark Dickinson Fire Chief
Reviewed by
Cal Portner, City Administrator
Action Requested
Approval, by motion, the purchase of a 2022 Pierce Quantum fire engine from MacQueen Equipment
Inc. for $715,866.
Background/Discussion
This engine is one of three pieces of equipment required to staff Fire Station 3.
Engine 3 will be built by Pierce Manufacturing in Appleton, WI. Pierce Manufacturing has a strong working
relationship with the City of Elk River and has produced positive results on our current and past engines.
The fire department has designed this new trucked based off the existing design and functionality of Engine
2 which will standardize engine operations in all three stations.
Financial Impact
The $715,866 funding is provided through the bonding efforts. The price includes $10,000 in contingency
funds to cover change orders. These funds, if not used, will be credited back to the city.
Attachments
Purchase agreement
The Elk River Vision
A welcoming community with revolutionary and spirited resourcefulness, exceptional
service, and community engagement that encourages and inspires prosperity
EM-111
PURCHASE AGREEMENT – SINGLE UNIT HGAC
This Purchase Agreement (together with all attachments referenced herein, the “Agreement”), made and entered
into by and between MacQueen Equipment, LLC., as Delaware corporation DBA MacQueen Emergency
(“MacQueen”), and the City of Elk River (“Customer”), a Minnesota Municipality 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.
b. “Specifications” means the general specifications, technical specifications, orientation, and testing
requirements for the Product contained in the MacQueen Proposal for the Product prepared in response to
the Customer’s request for proposal.
c. “MacQueen Proposal” means the proposal provided by MacQueen attached as Exhibit C prepared in
response to the Customer’s request for proposal.
d. “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
$737,444 (“Purchase Price”). Prices are in US 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 decrease 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.
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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 any
costs incurred by MacQueen to conduct any such sale.
7. Delivery, Inspection, and Acceptance
Delivery
Delivery of the Product is scheduled to be within thirteen and one half (13.5) months 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.
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 written 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 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, LLC Customer
1125 7th Street East City of Elk River
St. Paul, MN 55106 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 Pierce’s authorized representative and MacQueen.
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,
LLC, or other respective officers, directors, employees, shareholders, agents or representatives, make any
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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 against infringement, and the implied warranty of 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.
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 current 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 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 from, 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.
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, acts of God or the public enemy or terrorism.
13. Default
The occurrence of one or more of the following shall constitute a default under this Agreement:
(a) the Customer fails to pay when due any amounts under this Agreement or to perform any of its obligations
under this Agreement; (b) MacQueen fails to perform any of its obligations under this Agreement; (c) either
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party becomes insolvent or become subject to a bankruptcy or insolvency proceedings; (d) any representation
made by either party to induce the other to enter into this Agreement is false 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 venture of or with the other.
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 law’s 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’s authorized
representative.
Accepted and Agreed to:
MACQUEEN EQUIPMENT, LLC CUSTOMER: City of Elk River
Signature: ________________________________ Signature: ________________________________
Name: Daniel Corcoran Name: ___________________________________
Title: District Sales Manager Title: ___________________________________
Date: May 13, 2021 Date: ___________________________________
EXHIBIT A – PURCHASE DETAIL FORM
MacQueen Equipment, LLC
4
1125 7th Street East
St. Paul, MN 55106
Customer Name City of Elk River Date May 13, 2021
Quantity Chassis Type Body Type Price per Unit
1 2022 Pierce Quantum Top Mount Pumper $ 737,444
$
$
$
$
Applicable Discounts:
Customer has agreed to make 100% full pre-payment and accept all discounts detailed in exhibit C.
Warranty Period: 1-year bumper-to-bumper, other warranties as detailed in full bid proposal submitted to the
Fire Chief on 1-5-2021
Orientation Requirements: MacQueen representative will conduct an apparatus orientation with the department
as agreed upon between the fire chief and district sales manager.
Other Matters:
$10,000 customer contingency fund included for build changes and loose equipment mounting.
A performance bond, issued by a surety company, will be provided, and is included in the total price.
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 N15 from contract signing. See full details in Exhibit C.
\[NOTE: If deferred payment arrangements are required, the Customer must make such financial arrangements
through a financial institution acceptable to MacQueen.\] All taxes, excises and levies that MacQueen may be
required to pay or collect by reason of any present or future law or by any governmental authority based upon the
sale, purchase, delivery, storage, processing, use, consumption, or transportation of the 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 freight 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 Customer 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.
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THIS PURCHASE DETAIL FORM IS EXPRESSLY SUBJECT TO THE PURCHASE AGREEMENT TERMS AND CONDITIONS
DATED AS OF May 13, 2021 BETWEEN MACQUEEN 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 SEPERATELY SET FORTH HEREIN, EXCEPT TO THE EXTENT OTHERWISE STATED OR SUPPLEMENTED BY
MACQUEEN HEREIN.
EXHIBIT B – WARRANTY
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) day standard Pierce Fire and Rescue Service Center limited warranty – parts serviced or
repaired
Six (6) month basic parts limited warranty
Chassis and Cab Warranties
Three (3) year chassis limited warranty
Ten (10) year standard cab structural integrity limited warranty – all
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 -
Body Structural Integrity Warranties
Ten (10) year standard body structural integrity limited warranty - all aerial, pumpers, tankers, elliptical,
dryside
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Paint and Graphics Warranties
One (1) year graphics fading and deterioration (vinyl, painted, reflective, gold)
Three (3) year standard Goldstar/Gold Leaf lamination limited warranty
Ten (10) year standard prorated paint/corrosion warranty - trucks shipped after Jan 1, 2004
Component Warranties
Two (2) year standard fold down step limited warranty - Quantum
Three (3) year TAK4 front suspension limited warranty
Five (5) year material and workmanship Command Zone electronics
Five (5) year material and workmanship foam system control head
Ten (10) year standard stainless-steel plumbing - piping and weldment
All other component warranties as detailed in proposal summary
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Initials Indicating
Details
Details
Acceptance
Prior to any discounts. Includes $10,000
Sales price
$ 797,420
Contigency fund for change orders
HGAC Discount$ (6,654) HGAC discount
Strategic Customer Discount$ (43,152) Valued Customer
Additional Dealer Conscession $ (10,170)
HGAC Sales Price
$ 737,444 Includes HGAC fee of $2,000. Due upon
apparatus delivery if no pre-payment selected
Full pre-payment discount$ (23,389) Order must be placed by 5/28/2021
Performance Bond
$ 1,811 Provided by a Surety Company
Total$ 715,866 $715,866 due N15 from contract signing
EXHIBIT C - PROPOSAL
May 13, 2021
RE: Proposal for City of Elk River
MacQueen Emergency, (“MacQueen”), the licensed and authorized dealer for Pierce Manufacturing Inc. (“Pierce”)
in the States of Minnesota, North Dakota, South Dakota, Nebraska and Missouri, is pleased to provide the
following proposal for one 2022 Pierce Quantum Top Mount Pumper. 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) FS12-19 contract pricing and includes the fees associated with an HGAC
purchase.
Description
To take advantage of all prepayment discounts, the total of $715,866 must be paid within fifteen (15) days
of purchase order or contract signing issued to MacQueen.
The proposal pricing includes the delivery cost from Appleton, WI.
Included in this price are travel expenses for four (4) of your personnel to travel to our factory for
preconstruction, mid-construction inspection, and final inspection.
Delivery time for the proposed unit will be within thirteen and one half (13.5) months 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 May 28, 2021.
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 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 then 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.
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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 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, the 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 any costs
incurred by MacQueen to conduct such sale.
To ensure the above stated terms and conditions are understood and adhered 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
By Daniel Corcoran
I, ______________________________, the authorized representative of the City of Elk River, agree to purchase
one (1) 2022 Pierce Quantum Top Mount Pumper and agree to the terms of this proposal.
_______________________________________________ _______________________
Signature Date
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