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HomeMy Public PortalAbout099-2019 - Advantage Ford - 2 S 350 Diesel Super Duty Crew TrucksPURCHASE AGREEMENT THIS PURCHASE AGREEMENT made and entered into thian day of , 201 % by and- between the Department of Richmond, Indiana, a municipal corporation ting by and through its Board of Parks and. Recreation. (hereinafter referred to as. the "Department") and Advantage Ford L-M Sales, P. O. Box 639, Connersville, Indiana, 47331 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF AGREEMENT Department hereby retains Contractor to furnish two (2) F350 Diesel. Super Duty Crew Cab trucks with 8-foot beds (hereinafter "Vehicles") for the City of Richmond Parks Department. The Indiana State Quantity Purchase Agreement Vendor and Commodity List containing Indiana State Pre -Approved Equipment Pricing Bids (hereinafter "QPA Bid List" ) was examined by the Richmond Parks Department. The QPA Bid List is on file in the Richmond Parks Department, is hereby incorporated by reference, and made a part of this Agreement. Contractor agrees to comply with all terms and conditions contained therein. Pursuant to Indiana guidelines, a Department may opt to use the State QPA Bid List when purchasing and may request price quotes for specific quantities of items of equipment and/or commodities as an alternative to the standard bid procedures. -Contractor's Specification Response (through QPA Quote 15271) to the Richmond Parks Department's specific quantity inquiry is attached hereto as "Exhibit A", which Exhibit was received in October 30, 2018, .consists of seventeen (17) pages, is hereby incorporated by reference and made a -part of this Agreement. Contractor agrees to comply with all terms and conditions contained in Exhibit A. Delivery of any Vehicles and associated options that do not meet all specifications listed on Page 1 of "Exhibit A" will be considered a -breach of this Agreement. Contractor shall ' not modify or alter any standard warranty from the manufacturer of the above described Vehicles. . Nothing contained herein shall prevent Contractor from providing any additional or supplemental warranty in addition to that provided by the Manufacturer. Further, Contractor shall provide Department with copies of its warranty upon receiving a written or verbal request to receive such warranty. The Contractor shall furnish all labor material, equipment, and services necessary for and incidental to the proper completion of this .Purchase Agreement. 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. Contract No. 99-2019 - Page Iof6 No performance of services shall commence until the following has been met: 1. The Department is in receipt of any required certificates of insurance; and 2. A purchase order has been issued by the Purchasing Department. SECTION II. STATUS OF CONTRACTOR Contractor shall be deemed to bean independent contractor and is not ;an employee or agent of the City of Richmond. The Contractor shall provide, at Its oven expense, competent supervision of the completion of this Purchase Agreement. SECTION III. COMPENSATION Department shall pay Contractor the quote amount described on Contractor's Response (Exhibit A), provided that Contractor's total compensation shall not exceed Eighty-six Thousand Two Hundred Ninety-three Dollars and Sixty-eight Cents ($86,293.68) for purchase and acceptance of the Vehicles (with the listed and requested options indicated on Exhibit A) 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 satisfactory delivery and acceptance of the Vehicles in accordance with this Agreement. Notwithstanding the term of this Agreement, Department 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 and proper manner its obligations under this Agreement; b.- - submission by the Contractor to the Department of reports that are incorrect or incomplete 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 Department 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 Department shall be required to make payment for all work performed prior to the effective date by Contractor, but shall 'be relieved of any other responsibility herein. Page 2 of 6 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 Department 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 of the Department, its officers, agents, or employees. Contractor shah 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 S ection 2. Property Damage D. . Comprehensive Auto Liability Section 1. Bodily Injury Section 2. Property Damage Limits Statutory $100,000 $15000,000 each occurrence $2,000,000 aggregate $15000,000 each occurrence $1,000,000 each person $1,000,000 each occurrence $1, 0 0 0, 0 0 0 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 Department a Certificate of insurance, or a. certificate from the industrial board showing that the: Contractor has complied with Indiana Code Sections 22-3-2-51, 22-3-5-1 and 22--3--5--2. If Contractor is an out of state Page 3 of 6 employer and therefore subj ect 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 Department 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 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: 1. , 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 Department 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 Department and all monies 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. - 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 Department determines during the course of this Agreement that this certification is no longer valid, Department shall notify Contractor in writing of said determination and shall 'give Contractor ninety (90) days within which to respond to the Page 4 of 6 written notice. In tlie. event Contractor fails to demonstrate to the Department that the Contractor has ceased investment activities in Iran within ninety (90) days after the written notice is given to the Contractor, the Department may proceed with any remedies it may have pursuant to IC 5-22- 16.5. In the event the Department 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 Department 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 IX. RELEASE OF LIABILITY Contractor hereby agrees to release and hold harmless the Department and all officers, employees, or agents of the same from all liability for negligence which may arise in the course of Contractor's performance of its obligations pursuant to this Agreement. SECTION X. 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. It shall be controlled by Indiana law and shall be binding upon the parties, their successors and assigns. It 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. 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 suit arising under this Contract, if any, 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. Any person executing this Contract in a representative capacity hereby warrants that he has been -duly authorized by his or her principal to execute this Contract. 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 Department due to the - enforcement of this Agreement, including but not limited to Department's reasonable attorney's fees, whether or not suit is filed. [Signature Page to Follow.] Page 5 of 6 In the event that an ambiguity or question of intent or a need for interpretation of this Agreement arises, this Agreement shall be construed as if drafted j ointly 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. "DEPARTMENT" THE ' DEPARTMENT OF RICHMOND, INDIANA by and through its Board of Parks and Recreation By __j AikeFoley, President Date: APPROVE: Date: Page 6 of 6 "CONTRACTOR" ADVANTAGE FORD LINCOLN MERCURY SALES P. ' O. Box 639 Connersville, IN 47331 Printed: Title: eX • Date: 0 1