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HomeMy Public PortalAbout066-2023 - Impact Rescue - purchase of custom extraction equipment . • ' PURCHASE AGREEMENT o'W(-1 THIS AGREEMENT made and entered into this — day of A /it 2023, and referred to as Contract No. 66-2023, 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 Impact Rescue LLC, 3029 Marquette Court, Indianapolis, Indiana, 46268 (hereinafter referred to as the "Contractor"). SECTION I. STATE ENT AND SUBJECT OF WORK City hereby retains Contactor to furnish and provide as a sole source provider various custom Holmatro extrication equipment (hereinafter "equipment") for the fire engines for the City of Richmond Fire Department as further described in Contractor's quote. Contractor's quote, received March 9, 2023, which includes its February 9, 2023, sole-source authorization as approved by the City's Purchasing Division, all of which consists of three (3) pages, is attached hereto and marked as Exhibit A. Contractor agrees to abide by the same. Contractor shall not modify or alter any standard warranty from the manufacturer of the above-described 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. Contractor shall furnish all labor, material, equipment, and services necessary for the proper completion of all work specified. 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 work. Contract No. 66-2023 Page 1 of 6 SECTION III. COMPENSATION City shall pay Contractor a total amount not to exceed One Hundred Fifty-nine Thousand Seven Hundred Forty-one Dollars and Fifty Cents ($159,741,50) for complete and satisfactory performance of 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 Equipment. 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 oit'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 Agreemmt is terminated, 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. Page 2 of o 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 $1 00,000 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 $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 arid provide the City proof of such compliance in lieu of complying with the provisions of the Indiana. Worker's Compensation Law, Page 3 of 6 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: I. 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 money due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms oc 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. 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 Page 4 of 6 Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5-17-13 (c) the Contractor will remain liable to the City for actual damages. SECTION IX. 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 its 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 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. SECTION Xl. 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 delegation or assignment, 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. By executing this Agreement the parties agree that this document supersedes any previous discussion, negotiation, or conversation relating to the subject matter contained 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 Indiana, and any suit arising out of this Contract 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. By executing this Agreement, Contractor is estopped from bringing suit or any other action in any alternative forum, venue, or in front of any other tribunal, court, or administrative body other than the Circuit or Superior Courts of Indiana, regardless of any right Contractor may have to bring such suit in front of other tribunals or in other venues. Any person executing this Contract in a representative capacity hereby warrants that he/she has been duly authorized by his or her principal to execute this Contract. Page 5 of 6 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 in its efforts to enforce this Agreement, including but not limited to, City's reasonable attorney's fees. In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement arises, this Agreement shall he 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, IMPACT RESCUE LLC INDIANA by and through its 3029 Marquette Court Board of Public Works and Safety Indianapolis, IN 46268 By: Vicki Robinson, President By: Printed: A mily P liner, ember By: Title:Matt Evans, Member APPROVE : d M. ow, yor Date: Page 6 of 6 . . � Impact Rescue LLC 3029 Marquette c t � Indianapolis,IN 46268 ua ~13/77/4*143 mamnw�e�mp��emm�m Estimate ADDRESS SHIP ESTWATE 1384 Chris O'Neil Richmond Fire Department DAJE 03N9/2023 Richmond Fire Department 101 &5th Street 101 8.5thStreet Richmond.IN 47374 US Richmond,IN 47374US OTY IDFSCRIPTION 'PATE,, MOUNT 159.000M4 158.000@64 3 13.041M 40,82100 Pantheon Spreader PSP48 159.000.063 159.000D63 3 13.217.00 39.651.00 Pantheon Cutter PCU 58 159.000287 159M0207 3 11.095D0 33,285D0 Pantheon Ram PTR5U 151D01.902 151D01�902 3 1.031D0 5.093.00 Ram Extension TREO5 151.001164 151.001184 3 923.00 2.769.00 Cross Ram SmpportXR801 Set of 151.800.583 151.000.583 18 782.00 14.0768O Pentheon Battery PBFw2G7 151.000742 151D00742 8 00380 5.42T00 Pentheom Battery Charger PBCH2 n5V 151.000489 151.00O499 8 10T00 963D0 P0TC1 -Qn tool charging Cord 151.000.503 151D00503 G 1380 7880 DCPC1-Daisy Chain Cord 151.001.500 151,001.508 7 3,591.00 25.137,00 CCU1O Min!Cutter Includes 2 Batteries 159.000212 159.OUO-212 7 14220 89540 CeCn2O^C-uG>Charger for Mini Cutter PP-HDL-PQP40-V PP-MOL-PSP40-V 3 0.00 0.00 Vertical Mount for PSP40 PP-HOL-PCD50 PP'HOL-PCU50 3 0.00 MO Horizontal Bracket fo,Ho|motro PCU5Q PP-HOL-PTR5O-U PP-HOL-PTR50-U 3 0.00 0.00 Horizontal 3racket for Holmatro PTR50 Peimtheon Ram(UPRIGHT VERSION) PP-HOL-PTR50-U PP-HOL-PTR5O-U 7 0.00 0.00 Horizontal Bracket for Holratro PTR50 (Also used for Mini Cutter SUBTOTAL 166,397.40 DISCOUNT 4% -6,655.90 TAX 0.00 TOTAL $159,741.50 Accepted By Accepted Date [EX - GE F� .1..2.-_��6 3:171 k-fNOG�" Page 2 of 2 ' ovlmatrnua» smmcCmick Drive siema"memm.zma1 usx Fw0-,ss-9suz F^m-/su-4aro sm*��w/maoo+;uumn February S. 2O25 To Whom |t May Concern: The purpose for this leter is to certify that as of this date, the sole factory authorized Source of sales and service for Holmatro Rescue Equipment in the state of Indiana except for the counties of Franklin, Dearborn, C)hi0' and Switzerland will be: Impact Rescue LLC 5029 Marquette Ct. Indianapolis, |N402GO For your sales and service sV|udona, please feel free to contact Martin Price /517'714'4143\ directly. If you need any further infonnabon, or if | can be of assistance in any other way, please feel free tO contact nne as well. Kind regards, JoAnoTver National Sales Manager 443'758'5495 h �w�1 m t rot) � mastering power �