HomeMy Public PortalAbout086-2023 - MacQueen Equipment LLC - Enforcer Pumper and Enforcer Aerial .A.GREEMEN1'
I7111S AGREEMENT made and entered into this day of, a , 2023, by and
between the City of Richmond, Indiana, a municipal corporation acting Yy and through its i3oard
of Public Works and Safety (referred to as the "('ity"), and MacQueen Equipment, LLC, D.13A.
,MacQueen. Emergency, 1125 75h Street East, St. Paul, MN 55106 (hereinafter referred to as the
"Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby agrees to purchase from Contractor one(1)Enforcer Pumper, Stock 40394 and one(1)
Enforcer 1107' Aerial Stock TBD, as more specifically described on Exhibit "A" attached hereto
and incorporated by reference herein. Exhibit "A" is Contractor's standard purchase agreement,
which includes an Exhibit titled "Purchase Payment Terms & Conditions. 'The City makes this
purchase as a statutory special purchase as the purchasing agent has declared that there exists,under
emergency conditions, a threat to public health, welfare and safety. Attached hereto is a written
determination of.the basis .for the special purpose and the selection of the Contractor, with said
written determination being attached hereto and incorporated by reference herein as Exhibit "B".
lie City will, according to law, maintain a record listing all contracts made under this chapter for
a minimum of five(5)years. Additionally, the City will maintain the contract records in a separate
file.
Should any provisions, terms, or conditions contained in any of the documents attached hereto and.
incorporated by reference herein as Exhibits, conflict with any of the provisions, terms, or
conditions of this Agreement, this Agreement shall be controlling.
The Contractor shall furnish the equipment described on Exhibit"A"attached hereto as soon as is
practically possible.
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/or warranties;
2. The City is in receipt of any required affidavit(s) signed by Contractor in accordance with
LC. § 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF C"ONTR..ACTOR.
Contractor shall be deemed to be an independent contractor and is not an employee or agent of the
City of Richmond.
SECTION Ill. COMPENSATION
City shall pay Contractor the sum of$935„800.00 for the Pumper, Stock 40394, and S1,646,752,00
for the 107' Aerial Stock TE31), for a total purchase price of$2,582,552.00.
SECTION IV. T.ERM OF A(IREEMENT
This Agreement shall become effective when signed by all of the parties hereto and shall continue
until such time that the Contractor delivers the equipment, in new and working condition, to the
City,which delivery shall occur within a commercially reasonable tim.eframe from execution.
Contract No. 86-2023
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hereof, which Contractor estimates to be September, 2023 to October, 2023 for the Enforcer
Pumper Stock 40394 and November, 2023 to 'December, 2023 for the Enflircer .107' Aerial Stock
TBD.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part, for cause, at any time before the delivery of the equipment described above specifying 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 of 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.
Cancellation by the (llity for reason c., d., and/or c. above, will be subject to Contractor Cancellation/
termination terms as described in Exhibit "A" page 2, section 7.
This Agreement may also be terminated by either the City or the Contractor, in whole or in part, by
mutual Agreement setting forth the reasons for such termination, the effective date, and in the case of
partial termination, the portion to be terminated.
SECTION V. INDEMNI1"ICA.T1ON ANl) INSURANCE,
C.lontractor agrees to obtain insurance and to indemnify the (1:lity fbr 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 milder 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 far
whose acts the Contractor may be held responsible.
Coverage Limits
A. Worker's Compensation & Statutory
Disability Requirements
B. :Employer's Liability $ 00,000
C. Comprehensive General Liability
Section 1. Bodily Injury $I,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1,000,000 each occurrence
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D. Comprehensive Auto liability
Section 1. Bodily Injury $1.,000,000 each person
$1.,000,000 each occurrence
Section 2. .Property Dama.g,e $1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1.,000,000 each occurrence
$1„000,000 aggregate
F. Malpractice/I:Errors & Omissions Insurance $1,000,000 each occurrence
$2,000,000 aggregate
SECTION VL COMPLIA.NCE 'WITH WORKER'S COMPENSATIONLAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall,
before commencing work tinder 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
SECTION VII. COMPLIANCE WITH INDIANA E-V1ERIFY PROGRAM
RE QUIREIVIEN S
Pursuant to Indiana Code 22-5-1_7, Contractor is required to enroll in and verify the work.
eligibility status of all newly lured 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 F-Verify
program no longer exists. Prior to the pertbrmance 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 22-5-1.7-1.1 (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. 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 tins 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 tins section, then pursuant to IC 22-5-
(c) the Contractor will remain liable to the City for actual damages.
SECTION VIII. IR.AN INVESTMENT AC EIViffES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not
engaged in investment activities in Iran. In the event Board determines during the course
of this Agreement that this certification is no longer valid, Board 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 C:ontractor fails to demonstrate to the Board that
the Contractor has ceased investment activities in Iran within ninety (90) days after the
written notice is given to the Contractor, the Board may proceed with any remedies it m..ay
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have pursuant to IC 5-22-16.5. In the event the Board determines during the course of this
Agreement that this certification is no longer valid and said determination is not reibted by
Contractor in the manner set forth in IC 5-22-16,5, the'Board reserves the right to consider
the Contractor to be in breach of this Agreement and terminate the agreement upon the
expiration of the Einety (90) day period set forth above.
SECTION IX. PROHIBITION AGAINS'f DISCRIM.ENATION
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 C:,ontractor 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 airy 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 or conditions of this section of the Agreement.
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. RIThEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or
agents of the same faorn all liability which may arise in the course of Contractor's performance of
its obligations pursuant to this Agreement.
SECTION X.I. MISCELLANEOUS
"Ibis 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 he
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binding upon the parties, their successors and assigns. "fhis document constitutes the entire
Agreement between the parties, although it may he 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 he 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 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 1bl-um, venue,or in front of any other tribunal,court, or administrative body other
than the Circuit or Superior Clourts of Wayne County, 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.
In the event of any breach of this Agreement by Clontractor, 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 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 WIl''''''' WHERE0E, the parties have executed this Agreement at Richmond, Indiana, as of
the clay and year first written above, although signatures may be affixed on different dates.
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PURCHASE AGREEMENT
This Purchase Agreement(together with all attachments referenced herein,the "Agreement"), made and entered into by
and between MacQueen Equipment, LLC, as Delaware corporation DBA MacQueen Emergency("MacQueen"), and City of
Richmond, (customer) is effective as of the date specified in Section 3 hereof.
1. Definitions
a. "Product" means the fire apparatus and any associated equipment furnished for the Customer by MacQueen,
pursuant to the specifications.
b. "Specifications" means the general specifications,technical specifications, orientation, and testing requirements
for the Product contained in the MacQueen Proposal for the Product prepared in response to the Customer's
request for proposal.
c. "Delivery" means the date MacQueen is prepared to make physical possession of the Product available to the
2. Purpose
This Agreement sets forth the terms and conditions of MacQueen's sale of the Product to the Customer.
3. Term of Agreement
This Agreement will become effective on the date it is signed and approved by MacQueen's authorized
representative pursuant to Section 22 hereof("Effective Date") and, unless earlier terminated pursuant to the terms
of this Agreement, it will terminate upon the Customer's Acceptance and payment in full of the Purchase Price,
4. Purchase and Payment
The Customer agrees to purchase the Product specified on Exhibit A for the total purchase price of$2,582,552.00
("Purchase Price"). Prices are in US Funds.
NOTE: Upon final inspection at the factory for pick-up or delivery,the customer will need to supply a
"Certificate of Insurance" and "FULL PAYMENT" prior to release of the vehicle, unless prior
arrangements for vehicle's release have been made.
S. Future Changes
Various state or federal regulatory agencies (e.g. NFPA, DOT, EPA) may require changes to the Specifications
and/or the Product and in any such event any resulting cost increases incurred to comply therewith will be
added to the Purchase Price to be paid by the Customer. In addition, any future drive train upgrades (engine,
transmission, axles, etc.),or any other specification changes have not been calculated into our annual increases and
will be provided at addiiona| cost. To the extent practicable, Company will document and itemize any such price
increase for the Customer's approval before proceeding.
6. Agreement Changes
The Customer may request that MacQueen incorporate a change to the Products or the Specifications for the
Products by delivering a change order to MacQueen; provided, however,that any such change order must be in
writing and include a description of the proposed change sufficient to permit MacQueen to evaluate the feasibility of
such change("Change Order"). Within seven (7) business days of receipt of a Change Order, MacQueen will inform
the Customer in writing of the feasibility of the Change Order,the earliest possible implementation date for the
Change Order,of any intcrease or decrease in the Purchase Price resulting from such Change Order, and of any effect
on production scheduling or Delivery resulting from such Change Order. MacQueen shall not be liable to the
Customer for any delay in performance or Delivery arising from any such Change Order. A Change Order is only
effective when counter signed by MacQueen's authorized representative, Only the listed customer person(s)
specified on Exhibit A may be able to authorize and sign the Change Order.
Exhibit
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7. Can ceUadnn/Terminadun
In the event this Agreement is cancelled or terminated by party before completion, Moc[\ueen may charge m
cancellation fee. The following charge schedule based on costs incurred may beapplied: (a) lO%ofthe Purchase
Price after order is accepted and entered by MacQueen; (b) 20%of the Purchase Price after completion of appiroval
drawings, and; (d 3O%ofthe Purchase Price upon any material requisition,The cancellation fee will increase
accordingly ascosts are incurred as the order progresses through engineering and into manufacturing. Kxac0ueen
endeavors to mitigate any such costs through the sale of such Product to another purchaser; however, Customer
shall remain liable for the difference between the Purchase Price and, if applicable,the sale price obtained by
MacQueen upon sale of the Product to another purchaser, plus any costs incurred by Mac[\ueen to conduct any such
sale.
D. Delivery,Inspection,and Acceptance
a. Delivery
Delivery of the Product is approximately September-October 2023 for the Enforcer Pumper Stock-#40394 and
November'December 2023 for the Enforcer 107'Aerial of the Effective Date of this Agreement. Risk of loss
shall pass to Customer upon Delivery. Delivery shall be made, and tide shall pass upon Customer's complete
fulfillment ofits obligations arising under Section 4hereof. Due toglobal supply chain constraints, anyde|ivery
date contained herein isa good faith estimate osof the date nf this order/contract'and merely an
approximation based on current information. Delivery updates will be made available, and afina| firm delivery
date will bc provided as soon aspossible,
b. Inspection and Acceptance
Upon Delivery, Customer shall have fifteen(15)days within which to inspect the Product for substantial
conformance to the material Specifications, and in the event of substantial non-conformance to the material
Specifications tofurnish KxacQueen with written notice sufficient to permit Mac[\ueen to evaluate such non-
conformance ("Notice of Defect"). Any Product not in substantial conformance to material Specifications shall
be remedied byMacQueen within thirty (3O) days from the Notice ofDefect. |n the event KxacQueen does not
receive a Notice nf Defect within fifteen (15) days of Delivery, Product will be deemed to be in conformance with
Specifications and Accepted byCustomer.
9. Notice
Any required or permitted notices hereunder must be given in writing atthe address of each party set forth below,
or to such other address as either party may substitute by written notice tothe other inthe manner contemplated
herein, by one of the following methods: hand delivery; registered, express, or certified mail, return receipt
requested, postage prepaid; ornationaUy'recognizad private express courier:
K8acOmeen Equipment, LLC City ofRichmond
1125 7th Street East Fire Chief Tim Brown
St. Paul, MN 55106 50North S*Street
Richmond' |N47}74
10. Standard Warranty
The equipment sold heroin will be manufactured by Pierce Manufacturing' Inc. and any warranties are attached
hereto as Exhibit 8 and made apart hereof, Any additional warranties must be expressly approved in writing by
Pierce'sauthorized representative and K4ac(\ueen.
a. Disclaimer
Other than as expressly set forth in this agreement, neither Pierce, its Parent Company' Affiliates, Subsidiaries,
Licensors,suppliers, distributors, dealers, including without limitation, MacOween' vr other respective officers,
directors, employees, shareholders, agents or representatives, make any express or implied warranties with
respect tpthe products provided hereunder or otherwise regarding this agreement,whether oral or written,
express, implied or statutory. Without limiting the foregoing, any implied warranty against infringement, and the
implied warranty of condition of fitness for a particular purpose are expressly excluded and disclaimed.
Statements made by sales representatives or in promotional materials do not constitute warranties.
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h. Exclusions of Incidental and Consequential Damages
In no event shall Mar:Queen be liable for consequential, incidental or punitive damages incurred by Customer or
any third party in connection with any matter arising out of or relating to this Agreement, or the breach thereof,
regardless of whether such damages arise out of breach of warranty, tort, contract, strict liability, statutory
liability, indemnity, whether resulting from non-de�ivery or from MacQueen's own negligence, or otherwise.
ll. Insurance
[Wac[Weon maintains the following limits of insurance with a carrier(s) rated A-or better byA.PN. Best:
Commercial General Liability Insurance:
Prod ucts/Cmmp|ated Operations Aggregate: $ 2'n000O0
Each Occurrence: $ Z'0VO'OOO
Umbrella/Excess Liability Insurance:
Aggregate: $ 5'00\0OO
Each Occurrence: g5'OOO,O0O
The Customer may request MacQueen to provide the Customer with a copy of a current Certificate of Insurance
with the coverages listed above.
13. Indemnity
The Customer shall indemnify, defend and hold harmless MacQueen, its officers, employees, dealers, agents or
subcontractors,from any and all claims, costs,judgments, liability, loss, damage, attorneys'fees or expenses crf any
kind or nature whatsoever(including, but without limitation, personal injury and death)to all property and persons
caused by, resulting from, arising out oforoccurring in connection with the Customer's purchase' installation or use
of goods sold or supplied by MacQueen which are not caused by the sole negligence of MacQueen or Pierce.
13. ForceKxa]eure
MacQueen shall not be responsible nor deemed to be in default on account of delays in performance due to causes
which are beyond Mac[\uoen's control which make K0ac[\ueen's performance impracticable, including but not
limited to civil wars, insurrections,strikes, riots' fires' storms,floods, other acts of nature,explosions,earthquakes,
accidents, any act of government,delays in transportation, inability to obtain necessary labor supplies or
manufacturing facilities, allocation regulations or orders affecting materials, equipment,facilities or completed
products,failure to obtain any required license or certificates,acts of God or the public enemy or terrorism,fa|lure of
transportation, epidemics, quarantine restrictions, failure of vendors (due to causes similar to those within the scope
of this clause)to perform their contracts or labor troubles causing cessation,slowdown, or interruption of work.
14. Default
The occurrence of one or more of the following shall constitute a default under this Agreement:
(a)the Customer fails to pay when due any amounts under this Agreement or to perform any of its obligations
under this Agreement; (b4 MacQueen fails to perform any of its obligations under this Agreement; (c) either
party becomes insolvent orbecome subject to a bankruptcy or insolvency proceedings; (d) any representation
made by either party to induce the other to enter into this Agreement is false in any material respect; (e)the
Customer dissolves, merges,consolidates ortransfers a substantial portion of its property to another entity; or
(f)the Customer is in default or has breached any other contract or agreement with MacQueen.
15. Relationship ofParties
Neither party is a partner, employee, agent,or joint venture of or with the other.
16. Assignment
Neither party may assign its rights and obligations under this Agreement unless it has obtained the prior written
approval of the other party.
17. Governing Law;Jurisdiction
Without regard to any conflict qf|vvv's provisions'this Agreement is to be governed by and under the laws of the
state ofMinnesota,
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18. Facsimile& Electronic Verified Signatures
The delivery of signatures to this Agreement by facsimile transmission and/or electronic verified shall be binding as
original signatures. �
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19. Entire Agreement
This Agreement shall be the exclusive agreement between the parties for the Product.Additional or different terms
proposed by the Customer shall not be applicable, unless accepted in writing by MacUween's authorized
representative. No change in, modification of, or revision of this Agreement shall be valid unless in writing and signed
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byMacDueen,sauthohuedrepmsentative.
JV. Conflict
in the event of a conflictbetween the Customer Specifications and the MacQueen Proposal,the MacQueen Pnoposal
shall control.
21. Additional Ord
Company, at its sole discretion, will allow the terms of this contract to be extended to both the Customer, as well as
to other Municipal, State, or Federal agencies for similar unit(s). Company will allow tag on /additional orders for up
to three(3)years from the date of contract execution.To facilitate pricing,Company will quote the original price plus
manufacturer's price increases or Producer's Price Index(PPI)whichever is greater as it applies to either Fire Apparatus
and/or commercial heavy truck industries.Additionally,any regulatory changes (NFPA, EPA, Engine Emissions, rMVSS,
etc.)will also have to be added to the price as they become applicable. Change orders to the original specification will
need to be authorized, signed, and accepted by Company,Any entity using this taX-on/addhiona|orders program will
be required to sign a new contract commencing the | i hi Additionally, if required by thePurchaser,
tag-on / additional orders that require a "sep a
_aTptq" Performance bond will be separately priced, This c ntract,
including its appendices,embodies the entire agreement between the parties relating to the subject matter contained
herein and merges all prior discussions and agreements.No agent or representative of Company has authority to make
any representations, statements, warranties, or agreements not herein expressed and all modifications of
amendments of this agreement, including any appendices, must be in writing and executed by an authorized
representative of each of the parties hereto. No surety of any performance bond given by Company to the Customer
in connection with this Agreement shall be liable for any obligation of Company arising under the Standard Applicable
32. Signatures
This Agreement is not effective unless and until it is approved, signed and dated by K8acVueen'sauthnhzed
representative.
Accepted and agreed to:
[N4CQUEE0 EQUIPMENT,LLC CITY OF R|cMN1OND
Signature: Signature:
Name: Name: �
Title: Title:
Date: Date: �
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<> MACQUEEN
EMERGENCY EM-111 30/20/2022
EXHIBIT A— PURCHASE PAYMENT TERMS & CONDITIONS
MacQueen Equipment, LLC
1125 7th Street East
St. Paul, MN 55106
Customer Name City of Richmond Date April 18, 2023
Quantity Chassis Type Body Type Price per Unit
1 Enforcer Pumper, Stock 40394 5935,800.00*
1 Enforcer 107'Aerial Stock TBD $1,646,752.00*
*These are stock units and availability is subject to prior sale.
Only the below listed person(s)are authorized to make changes to product specifications on behalf of the Customer.
Name Title
This contract is available for inter-local and other municipal corporations to utilize with the option of adding or
deleting any Company available options, including chassis models. Any addition or deletion may affect the unit price.
"PAYMENT TERMS" 100%of contract price or any balance is due prior to vehicle(s) release at the Pierce
Manufacturing Plant(Appleton,WI).
"TAXES" Federal,State,and Local Taxes are not included in the contract price.
"LATE PAYMENT"A late fee of.033%of the sale rice will be char ed er da for overdue ments beginning ten
110)days after the payment is due for the first thirty(30) days. The late fee increases to .044%per day until the
payment is received.
[NOTE:If deferred payment arrangements are required,the Customer mutt make such financial arrangements through a financial institution acceptable to MacQ.reen.1 All
taxes,excises and levies that MacQueen slay be required to pay or collect by reason of any present or future law or by any governmental authority based upon the sale,
purchase,delivery,storage,processing,use,consumption,or transportation of the Product sold by MacQueen to the Customer shall he for the account of the Customer and
shall be added to the Purchase Price. All delivery prices or prices with freight allowance are based upon prevailing freight rates and,in the event of any increase or decrease in
such rates,the prices on all unshipped Product will be increased or decreased accordingly.Delinquent payments shall be subject to a carrying charge of 1.5 percent(1.5%)per
month or such lesser amount permitted by law.MacQueen will not be required to accept payment other than as set forth in this Agreement. However,to avoid a late charge
assessment in the event of a dispute caused by a substantial nonconformance with material Specifications(other than freight),the Customer may withhold up to five percent
(5%)of the Purchase Price until such time that MacQueen substantially remedies the nonconformance with material Specifications,but no longer than sixty(60)days after
Delivery. If the disputed amount is the fright charge,the Customer may withhold only the amount of the freight charge until the dispute is settled,,but no longer than sixty
(60)days after Delivery.MacQueen shall have and retain a purchase money security interest in all goods and products now or hereafter sold to the Customer by MacQueen or
any of its affiliated companies to secure payment of the Purchase Price for all such goods and products. In the event of nonpayment by the Customer of any debt,obligation
or liability now or hereafter incurred or owing by the Customer to MacQueen,MacQueen shall have and may exercise all rights and remedies of a secured party under Article
9 of the Uniform Commercial Code(UCC)a.5 adopted by the state of Minnesota.
THIS PURCHASE DETAIL FORM IS EXPRESSLY SUBJECT TO THE PURCHASE AGREEMENT TERMS AND CONDITIONS DATED
AS OF April 18, 2023 BETWEEN MACQUEEN AND City of Richmond (customer)WHICH TERMS AND CONDITIONS ARE
HEREBY INCORPORATED IN,AND MADE PART OF,THIS PURCHASE DETAIL FORM AS THOUGH EACH PROVISION WERE
SEPARATELY SET FORTH HEREIN, EXCEPT TO THE EXTENT OTHERWISE STATED OR SUPPLEMENTED BY MACQUEEN
HEREIN.
Is Customer Name and Address listed on page 2 to be used on Certificate of Origin(CO)?0 Yes El No
If not,please provide correct name and address to be listed on CO.
Is there a lienholder?0 Yes El No
If yes,please provide lienholder information.
5
Exhibit B
On or about February 20, 2023, it was discovered that Richmond Fire Department Truck 1 has
minimal allowance (.70) on the main bearing to the 75' ladder. When the main bearing is at
(.80), the ladder truck must be taken out of service and the bearing replaced. This is a very.
costly project and the truck.will be Out of service waiting on parts and repairs. This apparatus is
vital to the operations of the Richmond Fire Department. The repairs to the pumper being
replaced is becoming costly and the wait time for the apparatus is approximately 2-3 years. The
Richmond Fire Department must maintain 5 ins-service pumpers for adequate protection of the
city. The City did solicit bids for the purchase of the equipment set forth in the Contract to which
this Exhibit is attached.; however, due to supply chain issues, it will take approximately 2 -4
years to receive the equipment. The Fire Chief of the Richmond, :Indiana Fire Department
believes that there exists a substantial likelihood that jeopardy to life safety (fire dept.. personnel
and the community) will occur as it relates to mechanical problems to these apparatus and the
time it take to receive trucks, thereby creating a significant threat to public health, welfare and
safety. As a result, the City is making this special purchase as it enables it to receive the
necessary equipment more quickly, which, in turn, provides it the ability to adequately fight fires
within the City of Richmond.