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HomeMy WebLinkAboutKovatch Mobile Equip/CFD Kovatch Mobile Equipment Corp. KME Fire Apparatus Div. Fire Dept. - 2001 Indiana Bond Bank; EMS Fund Contract Not To Exceed $463,170.00 Fad cv- LIe.0/. APPROVED, AS TO FORM $Y: AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and KME Fire Apparatus Division of Kovatch Mobile Equipment, Corp. ("Vendor"). TERMS AND CONDITIONS ACKNOWLEDGMENT, ACCEPTANCE: Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of same constitutes its acceptance of all of the Agreement' s terms and conditions. PERFORMANCE: City agrees to purchase the goods and/or services (the "Goods and Services") described in attached Exhibit A through the Indiana Bond Bank ("Bond Bank"). By separate agreement, the City will reimburse the Bond Bank for the Goods and Service purchase funds over a period of ten (10) years, from monies contained in its Paramedic, Emergency Ambulance and Fire Service Capital Fund (EMS Fund). Vendor agrees to provide the Goods and Services and to otherwise perform the requirements of this Agreement by applying at all times the highest professional and technical standards. PRICE AND PAYMENT TERMS: 3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no more than Four Hundred Sixty-three Thousand One Hundred Seventy Dollars ($463,170.00) (the "Estimate"). Vendor shall submit an invoice to City no more than once every thirty (30) days detailing the Goods and Services provided to City within such time period. City shall pay Vendor for such Goods and Services within sixty (60) days after the date of City's receipt of Vendor's invoice detailing same, so long as and to the extent such Goods and Services are not disputed, are in accordance with the specifications set forth in Exhibit A, and Vendor has otherwise performed and satisfied all the terms and conditions of this Agreement. Subject to the above, if the undisputed invoice amount is not paid within thirty (30) days of its receipt by City, then a late charge in a sum equal to one percent (1%) of such unpaid and undisputed invoice amount shall accrue and be due and payable by City to Vendor as a separate debt for each month it remains unpaid. 3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has previously agreed, in writing, to pay an amount in excess of the Estimate. WARRANTY: Vendor expressly warrants, for a period of one (1) year from the date of acceptance by City of same, and subject to the provisions contained in Vendor's written warranty to City, that the Goods and Services covered by this Agreement will conform to the specifications, samples and/or descriptions thereof furnished to Vendor by City and/or by Vendor to and accepted by City, and that the Goods and Services will be delivered in a timely, good and workmanlike manner and free Kovatch Mobile Equipment Corp. KME Fire Apparatus Div. Fire Dept. - 2001 Indiana Bond Bank; EMS Fund Contract Not To Exceed $463,170.00 from defect. Vendor acknowledges that it kno~vs of City's intended use and expressly warrants that the Goods and Services provided to City pursuant to this Agreement have been selected by Vendor based upon City' s stated use and are fit and sufficient for their particular purpose. TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on ~vhich a party hereto executes same ("Effective Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this Agreement. DISCLOSURE AND WARNINGS: At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice (including appropriate labels on containers and packing) of any hazardous material utilized in or that is a part of the Goods and Services. , LIENS: Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense. Vendor shall indemnify and hold harmless City from and against any and all liabilities, losses, claims, costs and expenses, including, but not limited to, attorney fees, incurred by City in connection with any such lien and/or the removal thereof. This indemnification obligation shall survive the termination of this Agreement. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein; (c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, files, or has filed against it, a petition for receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts of this Agreement, without liability to Vendor; (2) obtain, upon such terms and in such manner as City deems appropriate in its sole discretion, the same or similar Goods and Services which were to be provided to City by Vendor, and Vendor shall be liable to City for any excess costs of the City in obtaining same; and (3) exercise any other rights or remedies as are available to City at law and/or in equity. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed to do business in the State of Indiana and reasonably acceptable to City, such insurance as is necessary for the protection of City and Vendor from all claims for damages under any workers' compensation, occupational disease and/or unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness, disease or death of or to any of Vendor's agents, officers, employees, contractors and subcontractors; and, for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth in attached Exhibit B. Vendor Kovatch Mobile Equipment Corp. KME Fire Apparatus Div. Fire Dept. - 2001 Indiana Bond Bank; EMS Fund Contract Not To Exceed $463,170.00 shall cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor's provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property. Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor's agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnification obligations shall survive the termination of this Agreement. 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all present and future federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Agreement. 11. NONDISCRIMiNATION: Vendor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all existing and future laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. City reserves the right to collect a penalty as provided in IC 5-16-6-1 for any person so discriminated against. 12. NO IMPLIED WAIVER: The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. 13. NON-ASSIGNMENT: Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without City's prior written consent. 14. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and Vendor and all of its officers, employees, contractors, subcontractors and agents are not, and shall not become, employees of City, and the sole responsibility to pay same all statutory, contractual and other benefits shall remain exclusively with Vendor. The contract price set forth herein shall be the full Kovatch Mobile Equipment Corp. KME Fire Apparatus Div. Fire Dept.- 2001 indiana Bond Bank~ EMS Fund Contract Not To Exceed $463,170.00 and maximum compensation and monies required of City to be paid to Vendor under or pursuant to this Agreement. 15. GOVERNING LAW; LAWSUITS: This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their fight to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 16. SEVERABILITY: If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall remain in full force and effect. 17. NOTICE: Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein: If to City: City of Carmel One Civic Square Carmel, Indiana 46032 ATTN: Douglas Callahan, Fire Chief (with a copy to City Attorney, One Civic Square, Carmel, IN 46032) If to Vendor: Kovatch Mobile Equipment Corp. K/VIE Fire Apparatus Division One Industrial Complex Nesquehoning, Pennsylvania 18240 ATTN: Nick D. Swartz Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be effective if given orally, as long as written notice is then provided as set forth hereinabove within ten (10) business days from the date of such oral notice. 18. TERMINATION: Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor, immediately terminate this Agreement for cause, and may terminate this Agreement, in the event of a default hereunder by Vendor, anytime after fifteen (15) days from the date on which Vendor received City's notice of same, unless the default is cured within such fifteen (15) day time period. In the event of Agreement termination, the parties agree to compensate KME for the amount of work and materials it has already committed to the Goods and Services at issue as of the termination date, subject to any legal or equitable defenses available to the City regarding Kovatch Mobile Equipment Corp. KME Fire Apparatus Div. Fire Dept. - 2001 Indiana Bond Bank; EMS Fund Contract Not To Exceed S463,170.00 same, and provided that such payment amount does not exceed the Estimate in effect at the time of termination. 19. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. 20. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and services to City. When City desires additional goods and services from Vendor, the Mayor or his duly authorized representative shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are to be provided. Vendor shall then provide, at no cost to City, an estimated cost for such additional goods and/or services, as well as the date by which same will be provided to City. Only after City has approved Vendor's time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide such additional goods and services, shall such goods and services be provided by Vendor to City. A copy of the City's authorization documents for the purchase of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City. 21. TERM Subject to the termination provisions set forth in Paragraph 18 hereinabove, this Agreement shall be in effect from the Effective Date through the date on which the last of the Goods and Services contemplated herein is delivered to and accepted by City, except that all indemnification and warranty obligations contained herein shall survive the termination of this Agreement. 22. HEADINGS All heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 23. BINDING EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations set forth in Agreement. 24. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 25. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 26. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Kovatch Mobile Equipment Corp, KME Fire Apparatus Div. Fire Dept, - 2001 Indiana Bond Bank: EMS Fund Contract Not To Exceed $463,170,00 Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety ~ar, Pre iding Of cer Billy Walker, Member Date: ATTEST: Diana Cordra~AM,~~urer Date: KOVATCH MOBILE EQUIPMENT CORP., FIRE APPARATUS DIVISION By: John J. Kovatch I I I Printed Name President Title FID/SSN: 23-2367607 Date: May 23, 2001 KME FIRE APPARATUS One industrial Complex Nesquehoning, PA 18240 (570) 669-5132 Phone (570) 669-5124 Fax www.kovatch.com URL ** INTRODUCTION PROPOSAL ** February 7, 2001 City of Carmel Board of Public Works and Safety c/o: Office of the Clerk-Treasurer One Civic Square Carmel, Indiana 46032 Gentlemen: KME Fire Apparatus Division of Kovatch Mobile Equipment, Corp,, Nesquehoning, PA is pleased to submit our Proposal for the following: ONE (1) KME 1500 GPM CUSTOM PUMPER FIRE APPARATUS Our Bid Price for this Fire Apparatus is: THREE HUNDRED FORTY EIGHT THOUSAND SIX HUNDRED THIRTY FOUR AND NO ....................... ($348,634.00) LOOSE EQUIPMENT: One (1) lot loose equipment items as listed and individually priced on Pages 68 through 75 in the Miscellaneous Equipment section of our proposal; Total Price for this Equipment: $t16,536.00 TRADE-IN ALLOWANCE: If Purchaser desires to Trade-In one (1) 1978 Grumman Duplex 1000 GPM Pumper as described in your specifications, You May Deduct $2,000.00 from the preceding price. It is noted, the trade-in apparatus will become the property of our dealer, Hoosier Fire Equipment, Inc. Please note, it is expected that the trade-in unit will be in similar condition at the time of trade-in as it is now, less normal wear and tear. It shall not be stripped of major components; warning lights, siren, ground ladders, booster hose, generator, etc. If so, the trade-in allowance may require to be renegotiated. continued: ** INTRODUCTION PROPOSAL ** City of Carmel, IN Page 2. PROPOSAL SUMMARY: Our proposed apparatus will include a new KME model Excel MFD four-door cab and chassis with seating for six (6) fire fighters, KME custom fire body, Hale model QMAX 1500 GPM single stage fire pump, Custom 750 gallon fiberglass water tank, along with accessories and equipment as enclosed. TERMS AND DELIVERY: Terms: Net on Delivery to City of Carmel, IN Delivery: Approximately 220 - 300 Calendar Days after our acceptance and cosigning of the sales contract. PRICE GUARANTEE: Prices are firm for ninety (9) days. CONSTRUCTION DETAILS: The apparatus will be constructed in our plant in Nesquehoning, PA. Construction prints will be submitted to the Purchaser for your approval before any construction begins on the apparatus. Two (2) sets of operation and maintenance manuals along with wiring schematics will be provided with the completed apparatus. PERFORMANCE BOND: A 100% performance bond will be provided upon receipt of the approved signed contract. As we do not require any prepayments, prior to the time we deliver the apparatus to your community, you may want to consider deleting the performance bond requirement. If not required, you may; DEDUCT: $1,562.00 CONTINGENCY FUND: As requested, a contingency fund in the amount of $7,500.00 has been included in the bid to cover any unexpected items that may arise during construction. continued: