Lenco Armored Vehicles/Police/185,300/armored vehicleLenco Armored Vehicles
Police Department - 2015
Appropriation #00-009.98; 43-421.00; 44-650.01; P.O. #33219
Contract Not To Exceed 3135.300.00
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 Lenco Armored Vehicles an entity duly authorized to do
business in the State of Indiana ("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.
2. PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services') from Vendor using City
budget appropriation number 00-009.98 43-421.00; 44-650.01 funds. Vendor agrees to provide the Goods
and Services and to otherwise perform the requirements of this Agreement by applying at all times the
highest technical and industry standards.
3. 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 One Hundred Eighty Five Thousand Three Hundred Dollars ($185,300.00)
(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 thirty-five (35) 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 conformance with the specifications set forth in Exhibit A are submitted on an invoice that
contains the information contained on attached Exhibit B, and Vendor has otherwise performed and
satisfied all the terms and conditions of this Agreement.
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 ah amount in excess thereof.
WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to
those certain specifications, descriptions and/or quotations regarding same as were provided to
Vendor by City and/or by Vendor to and accepted by City, all of which documents are incorporated
herein by reference, and that the Goods and Services will be delivered in a timely, good and
workmanlike manner and free from defect. Vendor acknowledges that it knows 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.
Ic Wmtmock,n,roV.pyWULLocalmlicrmonlec'innmeaIDnrymn m¢mu Poc,4oniuu Oullwkt AnxiT1TLmm Anue, d Vchicky Goods ser
IT
n!,
ge Nmr¢d I I-11-15 do,. 1111515201 4 1 1'20 AA1
Lenco Armored Vehicles
Police Department - 2015
Appropriation #00-009.98; 43-421.00; 44-650.01; P.0. 1133219
Contract Not To Exceed 3185,300.00
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which 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:
If requested by City, Vendor shall promptly furnish to City, in such farm and detail as City may direct, a list of
all chemicals, materials, substances and items used in or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other information
relating thereto. 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.
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 tirnely 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, is placed into 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; and (2) exercise all other rights
and remedies 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 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 C. Vendor 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.
IC.w,t, c," lkinnonmppD,L, Lcncwc,o,o nam.
OJIIooaAAN1T)Tl.cnco Amq,cd :I
2
ice, FORM -1V1114 [•Nell!' L I`6oage Tini,cd I I.I'1.13 d c':l l/111
Lenco Armored Vehicles
Police Department - 2015
Appropriation #00-009.98; 43-421.00; 44-650 01
Contract Not To Exceed $185,300.00
P.0 433219
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, executive orders, rules, regulations and codes and Commonwealth
of Massachusetts laws, 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 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.
12. E -VERIFY
Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated
herein by this reference (the "Indiana E -Verify Law"), Vendor is required to enroll in and verify the work
eligibility status of its newly -hired employees using the E -Verify program, and to execute the Affidavit
attached herein as Exhibit D, affirming that it is enrolled and participating in the E -verify program and does
not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with
documentation indicating that it has enrolled and is participating in the E -Verify program. Should
Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully
comply with the Indiana E -Verify Law as regards each such subcontractor. Should the Vendor or any
subcontractor violate the Indiana E -Verify law, the City may require a cure of such violation and thereafter, if
no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or
those set forth in the Indiana E -Verify Law. The requirements of this paragraph shall not apply should the E -
Verify program cease to exist.
13. 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.
14. 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.
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this Agreement.
EC.,Uscrs,. Conlen,QnlookUAnx 1TIT,Lc,co Armored VchlcJc, LMz Sa'n.es FORM ITA E''.T,,f, Lang; 14 Ys'i6cd
3
Lov,:l lllil/1,11111'.L AMI
Lenco Armored Vehicles
Police Departnent - 2015
Appropriation #00-009.98; 43-421.00; 44-650.01
Contract Not To Exceed $185.300.00
P.O- #33219
16. 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 right 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.
17. 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.
18. 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 AND Douglas C. Haney, City Attorney
One Civic Square Department of Law
Carmel, Indiana 46032 One Civic Square
Carmel, Indiana 46032
If to Vendor: Lenco Armored Vehicles
10 Betnr Industrial Drive
Pittsfield, MA 01201
ATTENTION: Carrie A. Mackinnon
Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from
the date of such oral notice.
19. TERMINATION:
The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate.
20. 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.
21. 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 City shall notify
Vendor of such additional goods and services desired, as well as the time frame in which same are to be
provided. 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.
ICNscnbnackinnonV,ppT,uLLcclAli,oSart 'thaws \Temgnn ,muni FilnlCon:cni.QutlwkUKAIUT Lenco A,mmM VMiclu0
4
FCRM WITH E.Vc,Pr,,' Ise§Rce,seC 11.10.15. tlx
n,n]n1511. 26 11
Lenco Armored Vehicles
Police Department - 2015
Appropriation #00-009.98; 43-421.00; 44-650.01; P.O. #33219
Contract Not To Exceed $ 185300.00
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2015 and shall,
on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless
otherwise agreed by the parties hereto.
23. 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.
24. 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.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this document,
it does not engage in investment activities within the Country of Iran.
27. 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.
28. 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. 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 or in any document referenced herein 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.
ICNunkmackinnon\AppOasi4`c+fAl¢msol➢Niodons1Tcmymn Inlema FlicA,Cooicnt Omlonk6KARITITLence Armored Vchic
5
'ORAL - N'ITI I F.
iN-10-I}dtt
Lenco Armored Vehicles
Police Department - 2015
Appropriation 1-400-009.98; 43-421.00; 44-650.01
Contract Not To Exceed S185,300.00
P.O. 433219
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA Lenco Armored Vehicles
by and through its Board of Public
Works and Safety
James Brainard, Presiding Officer
Date:
Mary
Date
n Burke, e
Lori S. Watson
Date:
emb•r
lai � r5
IC'u
a Cordray, TAMC, Clerk- re:surer
-�-/s-
A IT Da 1,110.1N
By.(f /
Authorized Signature
Carrie A. MacKinnon
1
Printed Name
Contracts Manager
Title
FID/TIN: 09-2719777
Last Four of SSN if Sole Proprietor:
Date: November 10, 2015
Lento Armored \'el11.1. Wad. Sen i[e5 FORM - \\ ITH F...\'eeil,
6
rxammxpratiE
Protecting Oer Na ion's Def eabersm
10 Betnr Industrial Drive - Pittsfield, MA 01201
PH (413) 443-7359- FAX (413) 4'i5-7865
Quotation 12831
Quntatiou Date: 10/13/2015
Tax ID i#: 04-2719777
WARNING: Information subrject to Export Control Laws
The technical data in this document is restricted by the Arms Export Control Act (Title 22, U.S.C., Sec 2751, et seq.) or the Export Administration Act
of 1979, as amended Title 50 U.S.C., App. 2101 et .seq. and ,vnic'r 01ay not he exported, released or disclosed to non -U.S. persons (i.e. persons who
are not 11.S. citizens or lawful permanent :-esi enis ("green cad" holders]) inside or outside the United States, without first obtaining an export
license. Violations of these export laws are subject to severe civil, criminal and administrative penalties.
THE WRITTEN APPROVAL OF THE DIRECTORATE OF US DEFENSE TRADE CONTROLS AND LENCO INDUSTRIES, INC. MUST BE OBTAINED BEFORE RESELLING,
TRANSFERRING, TRANSSHIPING, 00 DISPOSING 0 DEFENSE ARTICLE TO ANY END USER, END USE OR DESTINATION OTHER THAN AS STATED ON THIS
LENCO QUOTE OR THE SHIPPER'S EXPORT DECLARA'HON IN CASES WHERE AN EXEMPTION IS CLAIMED UNDER THIS SUBCHAPTER ITAR 123.9(4).
WE ARE PLEASED TO SUBMIT THE ABOVE QUOTATION FOR YOUR CONSIDERATION_ SHOULD YOU PLACE AN
ORDER, BE ASSURED IT WILL RECEIVE OUR PROMPT ATTENTION. THIS QUOTATION IS VALID FOR 30 DAYS.
THEREAFTER, IT IS SUBJECT TO CHANCE WITHOUT NOTICE
ACCEPTANCE OF PROPOSAL-TI,e;ikrnee.i,.,a',,,,i,r,inn
Ontli,,ctl nLurt - - -
Authorized Authorized
Signature Signature
Please sin and return
Thank I'ou
LENCO JNDUSTi21ES INC.
71 /pines Masser
(Ji
CAL(N
Carmel Police Department
3 Civic Square
Carmel, IN 46032
Estimated Completion Date:
Approx210+ Days A KO
F.O.13.: Destination
Ship Via: Common Carrier
GS -07F -0390M 1/22Proorain
Vehicles with DMV
Payment Terms: Lenco GSA Contract
Lenco Does Not Collect Tax or Retiister
Inspection & Acceptance_ At Lenco Factory,
-- Transfer of Certificate of Origin Upon
Hatch; Counter Balanced) 20 1/Gloss White
/ New Diesel Engine
Post and Plate
with (2) Full Length i3ench Seats
Net Cost (1) Lenco
Total Cost of (1) Lenco BearCat
Pittsfield, MA
Receipt of Payment
Net Price
$159,900.00
7,500.00
12,000.00
1 900.00
Terms and Conditions: Net 30 Days
Item:
Lenco BearCat (4WD, Rotating
US State Department Armor Level E
Options:
Running Boarcis Sides/Rear Added
Hydraulic Ram Upgrade with Ram
Remove Rear Fwd Seats and Replace
BearCat G2 2011 $181,300.00
FOB Carmel, IN 4,000.00
FOB Carmel, IN S185,30.0 -0Q
Specifications Subject to Chancre 1 PROPRIETARY
WARNING: Information subrject to Export Control Laws
The technical data in this document is restricted by the Arms Export Control Act (Title 22, U.S.C., Sec 2751, et seq.) or the Export Administration Act
of 1979, as amended Title 50 U.S.C., App. 2101 et .seq. and ,vnic'r 01ay not he exported, released or disclosed to non -U.S. persons (i.e. persons who
are not 11.S. citizens or lawful permanent :-esi enis ("green cad" holders]) inside or outside the United States, without first obtaining an export
license. Violations of these export laws are subject to severe civil, criminal and administrative penalties.
THE WRITTEN APPROVAL OF THE DIRECTORATE OF US DEFENSE TRADE CONTROLS AND LENCO INDUSTRIES, INC. MUST BE OBTAINED BEFORE RESELLING,
TRANSFERRING, TRANSSHIPING, 00 DISPOSING 0 DEFENSE ARTICLE TO ANY END USER, END USE OR DESTINATION OTHER THAN AS STATED ON THIS
LENCO QUOTE OR THE SHIPPER'S EXPORT DECLARA'HON IN CASES WHERE AN EXEMPTION IS CLAIMED UNDER THIS SUBCHAPTER ITAR 123.9(4).
WE ARE PLEASED TO SUBMIT THE ABOVE QUOTATION FOR YOUR CONSIDERATION_ SHOULD YOU PLACE AN
ORDER, BE ASSURED IT WILL RECEIVE OUR PROMPT ATTENTION. THIS QUOTATION IS VALID FOR 30 DAYS.
THEREAFTER, IT IS SUBJECT TO CHANCE WITHOUT NOTICE
ACCEPTANCE OF PROPOSAL-TI,e;ikrnee.i,.,a',,,,i,r,inn
Ontli,,ctl nLurt - - -
Authorized Authorized
Signature Signature
Please sin and return
Thank I'ou
LENCO JNDUSTi21ES INC.
71 /pines Masser
(Ji