HomeMy Public PortalAbout028-2018 - Sanitation - Gexpro - SoftwarePURCHASE AGREEMENT
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ORIGINAL
THIS AGREEMENT made and entered into this 1 3 day of February, 2018, by and between
the City of Richmond, Indiana, a municipal corporation acting by and through its Board of
Sanitary Commissioners, 50 North 5" Street, Richmond, Indiana 47374 (hereinafter referred to as
the "City") and Gexpro, 3830 Hanna Circle, Ste. A, Indianapolis, IN 46241 (hereinafter referred
to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby agrees to purchase from Contractor equipment and engineering services for the
replacement of a variable frequency drive (VFD) at the City's waste water treatment plant. The
obsolete AF300ES VFD will be replaced with a current production AF-600 FP fan and pump
drive. The VFD controls the speed of our tertiary building effluent pumps. The existing VFD
shut down and needs to be replaced as soon as possible.
City requested a quote from Contractor, and not from any other contractors, as Contractor is the
sole source for all of Richmond Sanitary District's (RSD) high power (HP) motors, all of which
are controlled by GE equipment. Contractor is the exclusive dealer for these General Electric
(GE) drives.
The response of Contractor to the Request for Proposal is dated January 22, 2018, which proposal
includes an itemized list of major equipment included as well as services provided, is attached
hereto and incorporated by reference herein as Exhibit "A", consisting of eleven (11) typewritten
pages.
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.
This Agreement shall not take effect until the City is in receipt of any required bonds and
certificates of insurance, and until 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.
SECTION III. PURCHASE PRICE
City shall pay Contractor for the equipment and installation and technical service support as set
forth on page 1 of Exhibit "A", at a sum not to exceed Twenty -One Thousand Dollars and No
Cents ($21,000.00), exclusive of any applicable taxes, permits and licensing fees.
The estimated delivery time for the above described equipment is not to exceed seventy-five (75)
days after the execution of this Purchase Agreement, or no later than April 30, 2018.
Contract No. 28-2018
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SECTION IV. PROHIBITION AGAINST DISCRIMINATION
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 directly or indirectly
related to employment, because of race, religion, color, sex, disability, national origin, or
ancestry.
SECTION V. 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.
In the event of any breach of this Agreement by Contractor, and in addition to any remedies,
Contractor shall be liable for costs incurred by City in its efforts to enforce this Agreement,
including but not limited to, City's reasonable attorney's fees, to the proportionate extent that
Contractor is determined to be in breach of this Agreement.
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.
If any portion of this agreement is declared unenforceable by a com 1 or tribunal, all other portions
shall remain in full force and effect.
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly authorized by his or her principal of Contractor to execute this Contract, that such
authorization has not been rescinded or revoked and is binding upon Contractors and its assigns.
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r 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.
"CITY"
THE CITY OF RICHMOND, INDIANA
by and through its Board of
Sanitary Commissioners
By: '.
e Miller, President
s i, ice President
ns, Member
Dated:
APPROVED:
C
avi now,
Dated: O Z N tl U
"CONTRACTOR"
GEXPRO
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