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HomeMy Public PortalAbout097-2016 - Fire - American Fire Training System - Fire Rescue TowerPURCHASE AGREEMENT THIS AGREEMENT made and entered into this day of 2016, and referred to as Contract No. 97-2016, by and between the City f Richmond, Indiana, a municipal corporation acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City") and American Fire Training Systems, Inc., 15200 S. New Avenue, Lockport, IL 60441 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to manufacture and furnish one (1) Turn -key Class A Live Fire Training and Tactical Rescue Tower and Flashover (hereinafter "Rescue Tower") for the Richmond Fire Department. Requests for Proposals were made July 17, 2016. Responses to said request are on file in the office of the Richmond Purchasing Department and the Richmond Fire Department. Contractor agrees to abide by the same. The response of Contractor dated August 4, 2016, to said request is attached hereto as "Exhibit A" which response consists of three (3) pages, and is hereby incorporated by reference and made a part of this Agreement. Contractor agrees to abide by the same. Should any provisions, terms, or conditions contained in any of the documents attached hereto as Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the provisions, terms, or conditions of this Agreement, this Agreement shall be controlling. Contractor shall furnish all labor, material, equipment, and services necessary for the proper completion of all work specified. No performance of services shall commence until the following has been met: 1. The City is in receipt of any required certificates of insurance; 2. The City is in receipt of any required affidavit signed by Contractor in accordance with Indiana Code 22-5-1.7-11(a)(2); and 3. A purchase order has been issued by the Purchasing Department. SECTION II. STATUS OF CONTRACTOR Contractor shall be deemed to be an independent contractor and is not an employee or agent of the City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the work. Contract No. 97-2016 Page 1 of 6 SECTION III. COMPENSATION City shall pay Contractor the quote amount described on "Exhibit A" for the Rescue Tower provided that Contractor's total compensation shall not exceed the total amount of Two Hundred Two Thousand Dollars and Zero Cents ($202,000.00) for purchase of the Rescue Tower pursuant to this Agreement. SECTION IV. TERM OF AGREEMENT This Agreement shall become effective when signed by all parties and shall continue in effect until delivery and acceptance of the Rescue Tower. Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part, for cause, at any time by giving at least five (5) working days written notice specifying the effective date and the reasons for termination which shall include but not be limited to the following: a. failure, for any reason of the Contractor to fulfill in a timely manner its obligations under this Agreement; b. submission of a report, other work product, or advice, whether oral or written, by the Contractor to the City that is incorrect, incomplete, or does not meet reasonable professional standards in any material respect; c. ineffective or improper use of funds provided under this Agreement; d. suspension or termination of the grant funding to the City under which this Agreement is made; or e. unavailability of sufficient funds to make payment on this Agreement. In the event of such termination, the City shall be required to make payment for all work performed prior to the date this Agreement is terminated, but shall be relieved of any other responsibility herein. This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. SECTION V. INDEMNIFICATION AND INSURANCE Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or property or any other claims which may arise from the Contractor's conduct or performance of this Agreement, either intentionally or negligently; provided, however, that nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts Page 2 of 6 of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set forth below which may arise out of or result from the Contractor's operations under this Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may be held responsible. Coverage A. Worker's Compensation & Disability Requirements B. Employer's Liability C. Comprehensive General Liability Section 1. Bodily Injury Section 2. Property Damage D. Comprehensive Auto Liability Section 1. Bodily Injury Section 2. Property Damage Limits Statutory $100,000 $1,000,000 each occurrence $2,000,000 aggregate $1,000,000 each occurrence $1,000,000 each person $1,000,000 each occurrence $1,000,000 each occurrence E. Comprehensive Umbrella Liability $1,000,000 each occurrence $2,000,000 each aggregate SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall, before commencing work under this Agreement, provide the City a certificate of insurance, or a certificate from the industrial board showing that the Contractor has complied with Indiana Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore subject to another state's worker's compensation law, Contractor may choose to comply with all provisions of its home state's worker's compensation law and provide the City proof of such compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law. SECTION VII. PROHIBITION AGAINST DISCRIMINATION A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting on behalf of Contractor or any sub -contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions or privileges of employment or any matter Page 3 of 6 directly or indirectly related to employment, because of race, religion, color, sex, disability, national origin, or ancestry. B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees: That in the hiring of employees for the performance of work under this Agreement of any subcontract hereunder, Contractor, any subcontractor, or any person acting on behalf of Contractor or any sub -contractor, shall not discriminate by reason of race, religion, color, sex, national origin or ancestry against any citizen of the State of Indiana who is qualified and available to perform the work to which the employment relates; 2. That Contractor, any sub -contractor, or any person action on behalf of Contractor or any sub -contractor shall in no manner discriminate against or intimidate any employee hired for the performance of work under this Agreement on account of race, religion, color, sex, national origin or ancestry; 3. That there may be deducted from the amount payable to Contractor by the City under this Agreement, a penalty of five dollars ($5.00) for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the Agreement; and 4. That this Agreement may be canceled or terminated by the City and all money due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of the Agreement. C. Violation of the terms or conditions of this Agreement relating to discrimination or intimidation shall be considered a material breach of this Agreement. SECTION VIII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages. Page 4 of 6 SECTION IX. IRAN INVESTMENT ACTIVITIES Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment activities in Iran. In the event City determines during the course of this Agreement that this certification is no longer valid, City shall notify Contractor in writing of said determination and shall give contractor ninety (90) days within which to respond to the written notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran within ninety (90) days after the written notice is given to the Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the event the City determines during the course of this Agreement that this certification is no longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5- 22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of the ninety (90) day period set forth above. SECTION X. RELEASE OF LIABILITY Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents of the same from all liability which may arise in the course of Contractor's performance of its obligations pursuant to this Agreement. SECTION XI. MISCELLANEOUS This Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party. Any such delegation or assignment, without the prior written consent of the other party, shall be null and void. This Agreement shall be controlled by and interpreted according to Indiana law and shall be binding upon the parties, their successors and assigns. This document constitutes the entire Agreement between the parties, although it may be altered or amended in whole or in part at any time by filing with the Agreement a written instrument setting forth such changes signed by both parties. By executing this Agreement the parties agree that this document supersedes any previous discussion, negotiation, or conversation relating to the subject matter contained herein. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit arising out of this Contract must be filed in said courts. The parties specifically agree that no arbitration or mediation shall be required prior to the commencement of legal proceedings in said Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other action in any alternative forum, venue, or in front of any other tribunal, court, or administrative body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right Contractor may have to bring such suit in front of other tribunals or in other venues. Any person executing this Contract in a representative capacity hereby warrants that he/she has been duly authorized by his or her principal to execute this Contract. Page 5 of 6 In the event of any breach of this Agreement by Contractor, and in addition to any other damages or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this Agreement, including but not limited to, City's reasonable attorney's fees. In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the day and year first written above, although signatures may be affixed on different dates. 1141va THE CITY OF RICHMOND, INDIANA by and through its Board of Public Works and Safety By: qA &"tll Vicki Robinson, President By: _-Z)12 L:::e RicharYtoore, Member RIN Anthony L. Foster, II, Member Date: `7 -v--?,� APPROVED: -- Div: i M. Sno or Date: "CONTRACTOR" AMERICAN FIRE TRAINING SYSTEMS, INC. 15200 S. New Avenue Lockport, IL 60441 Of By: Printed: L� A, -tzx Title: Cq M Date: � — / 2 -14 Page 6 of 6 curs 1 American Fire Training Systems The first name in fire training facilities! Total Cost with in this proposal as per the RFP is $202,000.00 PRICE GOOD FOR 90 DAYS EXHIBIT - t - PAGE LOF_5 [Buyer Signature] [Date] [Seller Signa ure] [Date] Included Items #1- Dept graphic logo's #2- 1-20,0000 CFM smoke generator #3- 10 hour train the trainer course up to 12 trainees per day 44 — 2 zone wireless temperature RTD system #5 — Performance/materials bond if awarded American Fire. Training Systems, Inc. assumes no liability after unit is complete and while facility is being used for training. Any questions regarding this proposal please call Kerry "JR" Fierke on his cell ( 630-878-5493 ) or office # ( 630-257-3659 ) AMERICAN FIRE TRAINING SYSTEMS INC. 15200 NEW AVE LOCKPORT IL 630-257-3659 office 630-257-8844 fax (1) No site work will be included in this contract but AFTS will provide recommended detailed drawings for such tower. (2) Prevailing wages is included in this proposal Page 8 of 8 cXHIBIT=-b= PAGE 1 OF3 cl American fire Training Systems The first name in fire training facilities! AGREEMENT FOR MANUFACTURE OF FIRE TRAINING FACILITY This sales agreement is made on , between American Fire Traivung Systems, Inc., a company organized and existing under the laws of the State of Illinois, with its principal office located at 15200 S. New Avenue Lockport, IL, and the City of Richmond IN located at 50 North 5th Street Richmond IN 47374, organized and existing under the laws of the State of Indiana. SECTION ONE. MANUFACTURE AND SALE; DESCRIPTION Seller agrees to manufacture and sell to buyer the following goods: (1) Turn -key class live fire training and tactical rescue tower and Flashover for the Richmond IN FD. SECTION TWO. PAYMENT Buyer agrees to pay for the goods as follows: City of Richmond will issue a formal purchase order, 30 days net due after the final walk thru with dept official. SECTION THREE. DELIVERY SCHEDULE Seller shall commence to manufacture within 2 [two] weeks following receipt of buyer's PO# and deposit. Subject to the provisions of Section Five, seller will complete such manufacturing and make the goods available for inspection at anytime. Approximate completion date will be approx 90-120 days from fabrication start date. If American Fire Training Systems, Inc. has completed fabrication and buyer's site is not ready, American Fire Training Systems, Inc. agrees to store finished products at American Fire Training Systems, Inc. facility for up to 60 days free of charge. If buyer's site is not ready after 60 days, American Fire Training Systems, Inc. will charge a storage fee of $5.00 per day, per modular unit. AFTS would request final payment at the 60th and any storage charges. Page 6 of 6 IEX:iIBlT PAGE '1. OP 3 American e Training Systems The first name in fire training facilities! SECTION FOUR. EXCUSE FOR NONPERFORMANCE Seller's obligations under this agreement are accepted subject to strikes, labor troubles (including strikes or labor troubles affecting any suppliers of seller), floods, fires, acts of God, accidents, delays, shortage of cars, contingencies of transportation, and other causes of like or different character beyond the control of seller. Impossibility of performance by reason of any legislative, executive, or judicial act of any governmental authority shall excuse performance of or delay in performance of this agreement. SECTION FIVE. WARRANTIES AND LIMITAIONS Main Structure is warrantied for craftsmanship 5 years the burn room is warrantied for 1 year under normal operations. If in the burn the recommended use is exceeded, warranty will become void. Exterior finish will be warrantied for 3 years for cracking if unit is incidentally struck by tools then affected areas should be treated immediately by dept staff. SECTION SIX. ENTIRE AGREEMENT The parties agree that this constitutes the entire agreement and there are no further items or provisions, either oral or otherwise. Buyer agrees that it has not relied upon any representations of seller as to prospective performance of the facility, but has relied upon its own inspection and investigation of the subject matter. American Fire Training Systems, Inc. assumes no liability after unit is complete and while facility is being used for training. Timeline: Completion of facility will take approximately 90 days upon receipt of PO#. Approximate time spent on site for instillation is 2-3 days weather permitting. Page 7 of 7 EXHIBIT PAGE OF�