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HomeMy Public PortalAbout078-2020 - Fire - Spartan Motors - Custom PumperPURCHASE AGREEMENT THIS PURCHASE AGREEMENT made and entered into this lb'" day of J11ne, 2020, by and between the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City") and Spartan Fire, LLC, 907 7th Avenue North, Brandon, SD 57005 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF AGREEMENT City hereby retains Contractor to furnish one (1) Spartan ERV Star 1500 GPM Custom Pumper (hereinafter "Vehicle") for the City of Richmond Fire Department. Certain Bid Specifications dated April 8, 2020, have been made available for inspection by Contractor, are on file with the Director of the Office of Purchasing and Fire Department, are hereby incorporated by reference, and made a part of this Agreement. Contractor agrees to abide by the same. Portions of the response of Contractor to said Bid Specifications are attached hereto as "Exhibit A", which Exhibit is dated April 23, 2020, consists of two (2) pages, and is hereby incorporated by reference and made a part of this Agreement. Contractor agrees to comply with all specifications, terms, and conditions contained in its response to the Bid Specifications and comply with "Exhibit A." Delivery of a Vehicle that does not meet all specifications listed on its response to the Bid Specifications, Contractor's Response, and "Exhibit A" will be considered a breach of this Agreement. Contractor shall not modify or alter any standard warranty of the above described Vehicle. Nothing contained herein shall prevent Contractor from providing any additional or supplemental warranty. 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. The Contractor shall furnish all labor material, equipment, and services necessary for and incidental to the proper completion of this Purchase Agreement. Contract No. 78-2020 Page 1 of 7 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 completion of this Purchase Agreement. SECTION III. COMPENSATION City shall pay Contractor the quote amount described on "Exhibit A" for the Vehicle, provided. that Contractor's total compensation shall not exceed Five Hundred Seventy-eight Thousand Fifty-four Dollars and Zero Cents ($578,054.00) for purchase of the Vehicle pursuant to this Agreement. A pre -payment option has been arranged in order that the City may pay the pre- payment amount of Two Hundred Fifty Thousand Dollars and Zero Cents ($250;000.00) upon the signing of this Agreement, with the option to have the balance financed. City shall retain the. option of partially financing the balance of the purchase amount of the Vehicle through a financial banking institution and in the event the City exercises said option to partially finance the purchase, said partial payment shall be accepted by Contractor from the financial banking institution as a partial payment on City's behalf. The payment of the sum from the financial banking institution and the payment of the remaining balance payable by the City to Contractor shall constitute payment in full of the above -referenced total compensation amount. The final payment of the amount balance (or the full payment, if the pre -payment and financing option is not chosen) shall not be made until the Vehicle has been fully accepted by the Richmond Fire Department after delivery and after receipt of invoice from Contractor. 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 Vehicle. Delivery of the Vehicle is anticipated to be within four hundred (400) days from the execution of this Agreement and is also contingent upon the completion of a pre -construction meeting and is also contingent upon any required signed change order returned to the _factor, if said change order is applicable and required. The length of the term of this Agreement may be extended by written agreement of the Parties. Page 2 of 7 This Agreement may be terminated, in whole or in part, only by mutual Agreement of the parties and 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 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 E. Comprehensive Umbrella Liability F. Garagekeepers Coverage Direct/Primary Page 3 of 7 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 $10,000,000 each occurrence $10,000,000 each aggregate $2,250,000 $5,000 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 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. 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 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. Page 4 of 7 SECTION IX. 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 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 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 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 for negligence which may arise in the course of Contractor's performance of its obligations pursuant to this Agreement. Page 5 of 7 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. 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 City due to the enforcement of this Agreement, including but not limited to City's reasonable attorney's fees, whether or not suit is filed. [Signature page to follow.] Page 6 of 7 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. 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 Public Works and Safety By: ,t'i'ti0hr/ Vicki Robmson, President By: Znmu4ilypahTner, Member 4 Matt Evans, Member Date: �4-17-t/�/ �. .� �l . • Date: L12Zola Page 7 of 7 "CONTRACTOR" SPARTAN FIRE, LLC 907 7th Avenue North Hal Printed: 6(4ly-A Title: S(b Date: ( V I ?kl Adb /Z�ROUP EMERGENCY RESPDNSE PROPOSAL for PURCHASE April 23, 2020 City of Richmond, Indiana Board of Public Works and Safety / Richmond Fire Dept. Purchasing Office 50 N.,51' St. Richmond, IN 47374 Board of Works & Fire Department Officials, The undersigned is prepared to manufacture for you, upon an order being placed by you, for final acceptance by - Spartan Fire, LLC (dba Spartan Emergency Response / "Spartan") at its headquartered office in Brandon, South Dakota. The apparatus and equipment herein named and for the following prices: One (1) 2021 Spartan 1,500 GPM Custom Pumper For the sum of: Six Hundred Eight Thousand, One Hundred Seventy -Three and 00/100 Dollars $608,173.00 No State, Federal or local taxes included. The Apparatus and Equipment shall be ready for delivery from Spartan Emergency Response at its factory in Brandon, SD, within 380 days after the Effective Date. Any delays by Customer in providing additional desired specifications, change approvals, inspection timelines, or other required information for the Apparatus and Equipment (including as may result from a delay caused by Customer is holding any necessary Preconstruction meetings) between Spartan and Customer) may result in an extension of the above referenced delivery timeline by the. amount of time Spartan requires, in its sole but reasonable discretion, to furnish the Apparatus and Equipmentfollowing Customer's delay, but in any event by at least -the duration of Customer's delay. Payment terms shall be: Ninety percent (90%) of the contract total shall he due upon Final Inspection of the completed apparatus at the Spartan production facility in Brandon, SR The remaining contract balance shall he due upon final delivery of the apparatus to the Richmond Fire Department, Richmond Indiana. The specifications herein contained shall form a part of the final contract, and are subject to changes desired by the purchaser, provided such alterations are interlined prior to the acceptance by the company of the offer to purchase, and provided such alterations do not materially affect the -cost of.the construction of the apparatus. If this proposal: is not accepted by the. purchaser within thirty (30) days from the date of this proposal, we reserve the right to withdraw this proposal. Timo D. Swartz Vice President - Hoosier Fire Equipment, Inc. Authorized Representative — Spartan Emergency Response Spartan Fire, LLC X GROUP EMERGENCY RESPONSE PROPOSAL OPTIONS Along with acceptance of our base bid, the Purchaser may elect any of the following listed. options at, the prices indicated. PROPOSAL OPTION No.1 EXPEDITED ORDER DISCOUNT If the Purchaser accepts our proposal, awards the bid, and signs a contract with, or issues a purchase order to, Spartan Fire, LLC by the end of business on April 29, 2020, the herein indicated amount will be deducted from the proposal price. DEDUCT FROM BASE PROPOSAL PRICE: ($25,718.00) PROPOSAL OPTION No. 2 $260,000 PRE -PAYMENT If the Purchaser desires to make a $250,000.00 contract prepayment at the time of contract signing, the herein indicated amount will be deducted from the proposal price. The election of this prepayment option includes.a 100% Performance Bond issued to the Purchaser with in thirty (30) days. of contract execution. DEDUCT FROM BASE PROPOSAL PRICE: 4 401.00 * Note: If this prepayment option is elected in combination with Option No. 9 above, the adjusted deduct amount for this option will be: ($4,511.00% - PROPOSAL OPTION No. 3 100% PRE -PAYMENT If the Purchaser desires to pay the full contract amount at the time -of contract signing, the herein indicated amount will be deducted from the proposal price. The election of this prepayment option includes a 100% Performance Bond issued to the Purchaser within thirty (30) . days of contract execution. DEDUCT FROM BASE PROPOSAL PRICE: ($14483.00) * Note: If this prepayment option is elected in combination with Option No. 9 above, the adjusted deducf amount : for this option will be: ($93, 871.00). PROPOSAL. OPTION No. 4 MUNICIPAL LEASE PURCHASE FINANCING Municipal lease. purchase financing options. as offered by Community Leasing Partners and Republic First National are offered on the following pages for the Purchaser's consideration. (Purchaser is welcome to select from one of these.' financing providers, or solicit their own financing through a different source/provider.) Alternate financing options as they pertain to the finance amount, term, payment schedule, etc., are available upon request. EXI HLti P (GE a- OF 2- _. — - -� Spartan Fire, LLC