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Home My Public Portal About202-2021 - Consent to Assignment - Maddox Industrial CONSENT TO ASSIGNMENT This Consent to Assignment ("Consent") is made effective as of/ /7 , 20 Z e-- ("Effective Date")by Richmond Sanitary District. WHEREAS, Maddox Industrial Group, Inc. ("Maddox") is a party to a certain Purchase Order Nos. 21-10226 by and between Maddox and Richmond Sanitary District, a copy of which is attached hereto as Exhibit A ("Agreement"); WHEREAS, Maddox and Maddox Industrial LLC, a Delaware limited liability company and new entity funded by Bridge Industries LLC ("Maddox Industrial LLC") are entering into a certain Asset Purchase Agreement, whereby Maddox Industrial LLC will purchase substantially all of the assets of Maddox("Asset Purchase"); WHEREAS, concurrently with the closing of the Asset Purchase, Maddox desires to assign all of Maddox's right, title, interest and obligations in, to and under the Agreement to Maddox Industrial LLC in accordance with the terms and conditions of the Asset Purchase Agreement; and WHEREAS, Maddox Industrial LLC desires to assume all of Maddox's right, title, interest and obligations in,to and under the Agreement; WHEREAS, Richmond Sanitary District previously entered into an Agreement with Maddox, referred to as Contract No. 141-2021, executed on November 22, 2021, which Agreement, pursuant to Section XI, provides that neither party may assign or delegate any of its rights or obligations thereunder without the prior written consent of the other party; and WHEREAS,Richmond Sanitary District does now consent to the assignment of Contract No. 141-2021 and Purchase Order Nos. 21-10226 by Maddox to Maddox Industrial LLC, and Maddox Industrial LLC hereby acknowledges and accepts the assignment. NOW, THEREFORE, Richmond Sanitary District hereby (a) consents to the assignment of the Agreement to Maddox Industrial LLC; (b) acknowledges that this Consent satisfies all notice, consent, and other procedural requirements under the Agreement in connection with the Asset Purchase; (c) acknowledges that it will assist with transferring over any accounts (as required) to Maddox Industrial LLC; (d) waives any right to terminate the Agreement that may arise under the Agreement in connection with the Asset Purchase; and, (e) on and after the Effective Date, further agrees to fully release Maddox from any and all obligations of Maddox under the Agreement and to look solely to Maddox Industrial LLC to fulfill the obligations of Maddox thereunder. Contract No. 202-2021 IN WITNESS WHEREOF, Richmond Sanitary District and Maddox Industrial LLC have executed this Consent as of the Effective Date. [Remainder of Page Intentionally Left Blank—Signatures to Follow on Page 3] 2jPage "CITY" "CONTRACTOR" The City of Richmond, Indiana, by and Maddox Industrial LLC through its Board of Sanitary Commissionets By: f) ,--S—Zr ..-- t6-------- Sue Miller,President Dated: (Printed): 0 A-r 1► -(�-- / Title: Pry 2(IT <X— Aman Bakshi, Vice President Dated: 1 /t 7// aZZ- Dated: / .i/ee s, ember Dated: /p APPROVED: :-.: 71- Sn , or Dated: d( 011 2oZZ— koF ....o PURCHASE ORDER THIS NUMBER MUST APPEAR ON (U i &Ic,t1C)• PURCHASE ORDER NO. ALL SHIPMENTS INVOICES AND I�r �tt v c rJ . PAPERS RELATIVE TO THIS "A ' 'A! , 21-10226 ORDER. • i 7NDIANP� ISSUE DATE 01/05/2022 SUPPLIER SHIP TO: VENDOR: 05822 RICHMOND SANITARY DISTRICT MADDOX INDUSTRIAL GROUP INC. 2380 LIBERTY AVE 5906 S. HARDING STREET RICHMOND,IN 47374 INDIANAPOLIS,IN 46217 CONTACT PHONE: (765)983-7450 PH: (888)870-7443 BILL TO: FX: (317)870-2410 ACCOUNTS PAYABLE CITY OF RICHMOND 50 N 5TH ST RICHMOND,IN 47374 DESCRIPTION/COMMENTS: WWTP GRATING&RAILING PART 4 CONTRACT 141-2021 ITEM EXTENDED NBR. QTY U/M DESCRIPTION UNIT PRICE PRICE 1 1.00 EA WWTP GRATING&RAILING PART 4 I $56,989.00 $56,989.00 FEDERAL EXCISE TAX EXEMPTION 35-6001174 INDIANA SALES TAX EXEMPTION 003121909-001 TOTAL OF PURCHASE ORDER: $56,989.00 INSTRUCTIONS TO THE VENDOR: 1. ALL ITEMS ORDERED MUST BE MANUFACTURED IN THE UNITED STATES. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99.ACTS 1945 2. Your invoice must be returned to the above address for prompt payment. AND ACTS AMENDATORY THEREOF 3. If vendor delivers any merchandise without valid Purchase Order,no liability exists for City of Richmond. 4. All goods subject to inspection and rejections not withstanding prior payment to secure cash discount. 5. Vendor accepts this order at listed price,or lowest prevailing market price. No price increase allowed after acceptance. 6. City of Richmond reserves right to cancel all or part of this order if delivery is not made when and as specified. 7. MAIL ALL CORRESPONDENCE TO DIRECTOR OF PURCHASING. 8. If subject to cash discount,please indicate on invoice or claim. 9. Additonal terms and conditions on reverse. 01/10/2022 Exhibit'A'page 1 of 2 THIS ORDER IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS AS WELL AS THOSE WHICH APPEAR IN THE BODY THEREOF. 1. ACCEPTANCE: This Purchase Order constitutes an offer by Buyer to Vendor upon the terms and conditions stated herein and in the body of the order and shall become a binding contract upon acceptance thereof either by acceptance in writing or commencement of performance pursuant to this Purchase Order. No revisions to this order shall be valid unless in writing and signed by an authorized reprsentative of Buyer and no condition stated by Vendor in the written acceptance of this Purchase Order shall be binding upon Buyer unless expressly accepted in writing by Buyer. Buyer accepts liability only for purchases of goods and services made through the Purchasing Office and evidenced by a Purchase Order. 2. INVOICES: Send all invoices in triplicate on or after date of final shipment to City of Richmond-City Controller,Richmond,Indiana 47374. Seperate invoices shall be sent for each Purchase Order. Each invoice shall be itemized and show Purchase Order Number. 3. PAYMENT: The Cash discount period will commence from the date of the receipt of goods or from the date of the invoices whichever date is the later. C.O.D shipments will not be accepted unless Buyer specifically agrees thereto prior to the shipment. Indiana Law requires that Buyer receive the goods prior to payment. 4. RISK OF LOSS: Vendor shall be responsible for loss of goods purchased hereunder until such goods are all delivered to the address designated on the reverse side hereof,unloaded,inspected,and receipt acknowledged by an authorized representative of Buyer. 5.ASSIGNMENT: Vendor shall not assign this Purchase Order,or any part thereof,or delegate any performance hereunder,without prior,written consent of Buyer and Vendor shall not be relieved of any liability under this Purchase Order by reason of any such assignment or delegation. 6._QUANTITIES: Shipments must equal exact amounts ordered unless_otherwise agreed by Buyer. Buyer reserves the right to reject any and all goods shipped in excess of those specified and to return such goods to Vendor at risk and expense of Vendor,including transportation and handling costs. 7. WARRANTY: Vendor warrants all goods,materials and services to the be free from defect in design or material or workmanship to conform strictly to the specifications,drawings,sample specified or furnished or other descriptions specified in this Purchase Order and will be fit for the use intended. This warranty shall survive any inspection,delivery,acceptance or payment by Buyer of such goods,materials or services.If the goods covered by this Purchase Order fail to conform to this warranty,Buyer may reject such goods and either may cancel this Purchase Order or may require Vendor,without delay,to replace such goods with conforming goods. In the event of rejection,Vendor agrees to pay all expenses incurred in the return of the goods,including transportation and handling costs. 8. NONDISCRIMINATION: Vendor will not discriminate against any employee or applicant for employment because of race,color,religion,sex or national origin. Vendor will take affirmative actions to ensure that applicants are employed,and the employees are treated during employment without regards to race,color,religion,sex,or national origin. Such action shall include,but not be limited to,employment,upgrading demotion,transfer,recruitment or recruitment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training,including apprenticeship. Vendor agrees to post in conspicuous places,available to employees and applicants for employment,notices to be provided by the Vendor setting forth the provisions of this nondiscrimination clause. Specifically,the Vendor will comply with all provisions of Executive Order 11246 of September 24,1965,and the rules and regulations and all relevant orders of the Secretary of Labor. Furthermore,Vendor will not discriminiate against any employee or applicant for employment becuase of physical or mental handicap. (Rehabilitation Act Section 503&504)or because he or she is a disabled veteran or veteran of the Vietnam era,in regard to any positon for which the employee or applicant for employment is qualified. Vendor agrees to take affirmative action on behalf of qualified handicapped workers and disabled veterans and veterans of the Veitnam era in compliance with the provisions of the Rehabilitation Act of 1973 and the regulations thereunder(41 CFR part 60-741)and the Vietnam Era Veteran's Readjustment Assistance Act and the regulations thereunder(41 CFR part 60-250). 9. WORKER'S COMPENSATION AND PUBLIC LIABILITY: If this Purchase Order is for services,Vendor shall provide worker's compensation coverage for all employees engaged in the work as required by the appropriated state laws. Public liability insurance shall be carried in the amount of not less than One Milion Dollars($1,000,000.00)for injuries including accidental death,occurring in any one accident. Property damage insurance shall be carried in the amount of not less than One Hundred Thousand dollars($100,000.00). Vendor shall furnish Buyer with a Certificate of Insurance to evidence the foregoing requirments at least seven(7)days prior to the commencement of the work. Ten(10)days notice in writing shall be given to Buyer of cancellation or material changes in the coverage required by this paragraph. If sub-vendors are used by the Vendor in connections with this Purchase Order,such sub- vendors shall be subject to the same requirements as the Vendor. 10. MADE IN THE UNITED STATES: Vendor warrants that if supplies are manufactured in the United States unless it is determined by the Buyer that: a) quantities needed are not reasonably available; b)the price is excessive by an unreasonable amount compared to the price of comparable available suipplies manufactured elsewhere;c)the quality is substantially less than that of comparably priced available supplies manufactured elsewhere;or d)the purchase of supplies manufactured in the United States is not in the public interest. Exhibit'A'page 2 of 2