HomeMy Public PortalAbout153-2021 - Larkin Greenwood Ford - 2022 Ford F150 PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT made and entered into this Oday of/Vat/Mkt 2021,
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 Larkwood Greene
Enterprises LLC, 2350 Park Road, P.O. Box 639, Connersville, Indiana, 47331 (hereinafter
referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF AGREEMENT
City hereby retains Contractor to furnish one (1) 2022 Ford F150 Pickup Truck with listed
options(hereinafter"Vehicle") for the City of Richmond Fire 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
Fire Department. The QPA Bid List is on file in the Fire 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 City 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 44255) to the Fire Department's
specific quantity inquiry is attached hereto as "Exhibit A", which Exhibit is dated October 22,
2021, and which consists of three (3) 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 Vehicle and associated options that do not meet all specifications
listed on"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 Vehicle. 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.
The Contractor shall furnish all labor material, equipment, and services necessary for and
incidental to the proper completion of this Purchase Agreement.
Contract No. 153-2021
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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
2. 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 Contractor's Response (Exhibit A)
dated October 22, 2021, provided that Contractor's total compensation shall not exceed Thirty-
five Thousand Six Hundred Seventeen Dollars and Fifty Cents ($35,617.50) for purchase and
acceptance of the Vehicle (with the listed and requested options also 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 Vehicle in accordance with this Agreement and
as outlined on Exhibit A.
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 and proper manner its
obligations under this Agreement;
b. submission by the Contractor to the City of reports that are incorrect or incomplete in
any material respect;
c. ineffective or improper use of funds provided under this Agreement;
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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 effective date by Contractor, but shall be relieved of any other
responsibility herein.
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.
This Agreement may also be terminated by the City if a force-majeure event occurs and the
results or aftereffects of said event causes the performance of this Agreement to become
impossible or highly impracticable. Said event or results or aftereffects of said event would
include events or effects which the parties to this Agreement could not have anticipated or
controlled. Examples of a force-majeure event, or its results, would include, but would not be
limited to, events such as an Act of God, an Act of Nature, an Act of Law, or an Emergency Act
of Executive Enforcement of the Federal government,the State of Indiana, or local government.
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 Limits
A. Worker's Compensation& Statutory
Disability Requirements
B. Employer's Liability $100,000
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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
$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 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. 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
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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 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.
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 for negligence 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. 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.]
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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" "CONTRACTOR"
THE CITY OF RICHMOND, LARKWOOD GREENE
INDIANA BY AND THROUGH ITS Board ENTERPRISES LLC
of Public Works and Safety 2350 Park Road, P.O. Box 639
Connersville, IN 47331
By: /%%��i�i By: "VA2-4...,
Vicki Robinson, President
By: Printed: µ•
Emily P lmer, Member
By: Title: G-S VA
Matt Evans, Member
Date: j2..g ' '•.) Date: 12 - q -2.
APPROVED: (
avid M. Sn , or
Date: (( 3 1V
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