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HomeMy Public PortalAbout028-2018 - Sanitation - Gexpro - SoftwarePURCHASE AGREEMENT r : 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 Page 1 of 3 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. Page 2 of 3 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 11 L ■ i I��M.i1 D. r / / Page 3 of 3