HomeMy Public PortalAbout192-2011 - Sanitary - Best Equipment - sewer cPURCHASE AGREEMENT
THIS AGREEMENT made and entered into this _l Oh day of _January 2012, by
and between the City of Richmond, Indiana, a municipal corporation acting by and through its Board
of Sanitary Commissioners and its Storm Water Management Board (hereinafter referred to as the
"City") and Best Equipment Co., Inc., 5550 Poindexter Drive, Indianapolis, IN 46235 (hereinafter
referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby agrees to purchase from Contractor one 2012 Ford chassis 4X4 sewer camera truck unit
with related equipment including Envirosight Supervision 140 crawler, cameras, cable, cable drum
and protection, footage counter, computer, monitors, accessories, all hardware and software, and
training, delivered (including Quick View Camera and Lateral Launch System).
A Bid Specification sent out October 10, 2011, has been made available for inspection by Contractor,
is on file in the offices of the Richmond Sanitary District, and is hereby incorporated by reference and
made a part of this Agreement. Contractor agrees to abide by the same, and shall provide said
equipment conforming with the requirements, including warranties, contained in the Bid
Specifications.
Delivery of any equipment that does not meet all specifications listed on "the Bid Specifications" will
be considered a breach of this Agreement.
The response of Contractor to said Bid Specifications is attached hereto as Exhibit "A," which
Exhibit is dated November 4, 2011, consisting of two (2) pages, and is hereby incorporated by
reference and made a part of this Agreement. Contractor shall provide all equipment, services, and
warranties, and abide by all terms listed on Exhibit "A."
Contractor shall not modify or alter any standard warranty from the manufacturer of the above
described vehicle or equipment. 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 City with copies of its warranty upon receiving a written or verbal request to
receive such warranty.
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.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance and/or
warranties;
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.
Contract No. 192-2011
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SECTION IL STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of the
City of Richmond.
SECTION III. COMPENSATION
City shall pay Contractor a total sum not to exceed Three Hundred Seventy -Four Thousand Four
Hundred Thirty -One Dollars and Zero Cents ($374,431.00) for the above described equipment,
delivered.
SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective when signed by all parties and shall continue in effect until
completion of the project.
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 by either the City or the Contractor, in whole or in part, by
mutual Agreement 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 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
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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 Limits
A. Worker's Compensation & Statutory
Disability Requirements
B. Employer's Liability $100,000
C. Comprehensive General Liability
Section 1. Bodily Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1,000,000 each occurrence
D. Comprehensive Auto Liability
Section 1. Bodily Injury $1,000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage $1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$1,000,000 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. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REOUIREMENTS
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
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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.
SECTION VIIL 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.
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;
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 IX. 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.
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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. Any such
assignment or delegation 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. Both
parties expressly agree that this document supersedes all previous negotiations, discussions, or
conversations relating to the subject matter 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
under this Contract, must be filed in said courts. By signing this agreement, both parties are estopped
from bringing any action in alternative courts or venues. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in Wayne
County Circuit or Superior Court.
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 City due to the enforcement of this
Agreement, including but not limited to City's reasonable attorney's fees.
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 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 court or tribunal, all other portions
shall remain in full force and effect.
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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:—S/S Richard Bodiker
Richard Bodiker, President
_S/S Gil Klose
Gilbert Klose, Vice President
_S/S Greg Stiens
Greg Stiens, Member
Date: January 10, 2012
THE CITY OF RICHMOND,
INDIANA by and through its
Storm Water Management Board
By:—S/S Sue Miller
Sue Miller, President
S/S Gil Klose
Gilbert Klose, Member
S/S Richard Bodiker
Richard Bodiker, Member
Date: January 10, 2012
APPROVED: S/S Sarah L. Hutton
Sarah L. Hutton, Mayor
Date: January 11, 2012
"CONTRACTOR"
BEST EQUIPMENT CO., INC.
By: S/S Maria Dahlmann
Printed name: ( Maria Dahlmann
Title Secretary/Treasurer
Date: January 13, 2011
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