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Home My Public Portal About207-2022 - Termination agreement- Larkin Greenwood Ford _ ` 1 f 9 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT "Agreement") is made and entered into as contract number 207-2022 as of the�!7 day of he,' , 2022 by and between by and between the City of Richmond,Indiana, a municipal corporation acting by and through its Board of Parks and Recreation (referred to as the "City"), and Larkin Greenwood Ford, 2350 Park Road, Connersville, IN 47331 (hereinafter referred to as the"Contractor"). The City and Larkin Greenwood Ford are sometimes referred to as a "Party" or collectively as the"Parties". RECITALS A. The City and Contractor are parties to an agreement, which, for identification purposes within the City's contract system is labeled as Contract No. 143-2022, pertaining to the purchase of a new 2022 F350 Super Duty Truck. B. Contractor has infoiiued city that it has determined that it is unable to provide the above-described vehicle due to market conditions over which it has no control. C. Pursuant to applicable terms of the Contract, the Parties agree to terminate the same and to give releases for the benefit of the Parties and others whereby the Parties are "walking away" from one another in respect of the Contract, except as specifically provided for otherwise herein. D. The termination will occur pursuant to the terms and conditions stated in this Termination Agreement. For valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows. AGREEMENT 1. Recitals. The foregoing Recitals are hereby incorporated herein as part hereof by this reference thereto. 2. Effective Date. The effective date of the termination is the date of execution hereof. 3. Final Payment. Contractor acknowledges and agrees that City does not owe any monies to Contractor under the Contract. 4. Payment to Vendors and Indemnification. Contractor shall be responsible for payment for all labor, materials, or other services furnished pursuant to the Contract prior to the Effective Date by a subcontractor or supplier engaged by Contractor("Vendors"). Furthermore, Contractor shall indemnify the City from any Vendor's claim asserted against the City for non- payment for all labor, materials, or other services furnished pursuant to the Contract prior to the Effective Date. 5. Contractor Release. Except for the obligations established in this Agreement, Contractor, for itself and its owners, employees, successors, assigns, insurers, and sureties, hereby releases and discharges the City, and its officials, employees, insurers, successors and assigns, all property owners of any structure or building that is owned or managed by the City, whether known or unknown, arising out of or relating to the Contract. 6. Covenant Not to Sue: The Parties further agree they will not hereafter bring, commence, or prosecute any cause whatsoever, or permit to be brought, commenced, or prosecuted, either directly or indirectly, any administrative hearing, arbitration proceeding of any kind, any suit or action, either at law or in equity, in any court of the United States, or any state court against the other Party, or their officials, owners, agents, employees, predecessors, successors, sureties, insurers or corporations affiliated with them with respect to the Contract for any claims that are known, or should be reasonably known as of the Effective Date. 7. General Terms of Settlement. A. Each Party, as applicable, hereby represents and warrants to the other that: (a) all. necessary action on the part of each Party hereto which is required to be taken in connection with the execution, delivery and performance of this Agreement and of any documents or things delivered or to be delivered pursuant to this Agreement has been duly and effectively taken; and (b) the execution, delivery and performance by each Party of this Agreement and of any documents or things delivered or to be delivered pursuant to this Agreement does not constitute a violation or breach of such Party's articles of incorporation, by-laws, or any other. agreement or law by which such Party is bound. B. This Agreement constitutes the entire and fmal agreement between the Parties concerning the subjects of this Settlement Agreement. There are no other agreements, understandings, warranties or representations among the Parties concerning the subject of this Agreement. If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in full force and effect. C. This Agreement may be executed by facsimile signature and in counterparts, each of which will be deemed an original document, but all of which will constitute a single document; provided, however, that this Agreement shall not be binding on or constitute evidence of a contract between the Parties until such time as a counterpart of this Agreement has been executed by each Party and a copy thereof delivered via facsimile or email transmission to the Parties. D. Neither this Agreement nor any of the provisions hereof can be changed, waived, discharged or terminated, except by an instrument in writing signed by the Parties. • E. In the event of litigation or any other form of action or proceeding between the Parties to enforce this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party reasonable attorneys' fees in connection with any such action or proceeding. WHEREFORE,the undersigned Parties have executed this Agreement as of the Effective Date. CHLOE TO DO SIGNATURE LINES WITH EACH SIGNATORY DATING. j from the non-prevailing party reasonable attorneys' fees in connection with any such action or proceeding. WHEREFORE,the undersigned Parties have executed this Agreement as of the Effective Date. "CITY" "CONTRACTOR" THE CITY OF RICHMOND, LARKIN GREENWOOD FORD INDIANA BY AND THROUGH ITS Board 2350 Park Road, of Public Works and Safety Connersville, IN 47331 igluf• ,L ,� BY: & By / Yield Robinson,President Printed: S—OPhaY1 Date: P tkDfl (��i '/� �� 7l �Title: �(�l� \eS ► r [CA�.. Q_� B )—L ° J � y: Emily A lmer,Member Date: 042,0A Date: 1 -'L� By: att Evans,Member • Date: / l5-7- APPROVED: (-Mid M. w, or Date: t l 249-2-Z--