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Seagrave Fire Apparatus, LLC/CFD Seagrave Fire Apparatus, LLC Q� V CLCi 4 P. up 10i 0 I g pp Fire Department 2010 APPROVED, TO Contract Not To Exceed $1,104,120.00 FORM BY: o 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 Seagrave Fire Apparatus, LLC, an entity duly authorized to do business in the State of Indiana "Vendor TERMS AND CONDITIONS 1. 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 appropriate 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 Million One Hundred Four Thousand One Hundred Twenty Dollars ($1,104,120.00) (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, 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 an amount in excess thereof. 4. 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 pursuant to or as part of that certain City of Carmel Fire Department Bid Proposal Package for Two (2) Seagrave Marauder II Custom Pumpers" received by the City of Carmel Board of Public Works and Safety on or about May 5, 2010, 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. [C: \U.ir.\mwul'z I AppD.0 \L l\NINr soli \Win I w.Vr m p it ry Inlmo Filr iConlo l.0ullook \ISr7C2E1'\SEAGRAVE tI RE APPARATUS Goods S,rvILu, PUNIPERS 9 /24/21110 1:40 PSI] Sulgrave Fire Apparatus, LLC Fire Department 2010 Contract Not To Exceed $1,104,120.00 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. 6. DISCLOSURE AND WARNINGS: If requested by City, Vendor shall promptly furnish to City, in such form 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. 7. 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. 8. 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, 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. 9. 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, 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 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, damages, or reasonable expenses (including, but not limited to, reasonable outside attorney fees) for injury, death and /or damages to any person or property arising from or in connection with Vendor's negligence, willful misconduct or breach of contract in connection with the provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property. [C \U.a.\meson.cl\AppDdid\L ud\0.1iL000ll \Window:. \Tcmporin Inlcmcl Files \C, 0,1.0011001, \LSi7C171:1'\SE.AGRAVE,I;I RE APPARATUS G,rnI Scrvin- PUEIPERS. dot. 9 /242(11111:46 EM] Seagrave Fire Apparatus, LLC Fire Department 2010 Contract Not To Exceed $1,104,120.00 Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and employees from all liabilities and damages whatever type, including, but not limited to, all court costs, outside reasonable attorney fees, and reasonable other expenses, caused by the negligence or willful misconduct of Vendor and /or any of the Vendors agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnification obligations shall survive the termination of the agreement. 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all 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 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. 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 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. 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 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. C:\ Urr.\ mwrn icl\. 4pliDalaLLxalU1irn .ull \Vinllnx, \Tmpnrlry Inlmcl Fi141Cnnit ll.0ulIook \LST7C2E1'\SEAGRA \'EIRE APPARATUS Go d. S-r.i, PUMPERS.Ih, 9242U111 1:36 PPIJ Seagrave Fire Apparatus, LLC Fire Department 2010 Contract Not To Exceed $1,104,120.00 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: Keith Smith, Fire Chief AND Douglas C. Haney, City Attorney, Department of Law One Civic Square Carmel, Indiana 46032 If to Vendor: Hoosier Fire Equipment, Inc. Seagrave Fire Apparatus, LLC 3863 North Commercial Parkway Greenfield, Indiana 46140 Telephone: 317- 891 -8375 E Mail: tswartz @hoosierfire.com ATTENTION: Timothy 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 five (5) business days from the date of such oral notice. 18. TERMINATION: 18.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount representing conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. C:1 U. cr.\ Iiiw ol/ LRAppDUla \UutRAIRrn.ollMRutin, \Tcmporan Imcmq Elr. iCom lull. oullook LST7C2EY\SEAGRA \'E IRE APPA RA I US God Srrvicu- PUMPERS .iloL. 9/24/ ?111111.41 PI,I] Seagrave Fire Apparatus, LLC Fire Department 2010 Contract Not To Exceed $1,104,120.00 18.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount of conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 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 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. 21. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 18 hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2010, 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. 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. C duel AppD: na\ E0walU1,00,011\W001cm \Tonlhmuv 1.00111 Pile.\ Conic ,.Oulliak\LST7C2E',\SEAGRAVE I RE APPARATUS Gnod SmicL. -PUMPERS .dlor:9 /24/2010 1 .4(, PM] Seagrave Fire Apparatus, LLC Fire Department 2010 Contract Not To Exceed $1,104,120.00 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. 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. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA SEAGRAVE FIRE APPARATUS, LLC by and through its Board of Public Works and Safety By: By: NO Pre-a/TY— Cx James Brainard, Presiding Officer Authorized SOnate Date: 4A41 C-A Ad. \I v\! Printed Name 2 Ify 4- 7:1 urke, Me ber Date. 0 -b -/0 C.r 0 Title Lori S. V'at Member FID /TIN: O1- O 1r9E?,'A Date: i o ito i t 0 SSN if Sole Proprietor: t' )A ATTEST: Date: q 1 1 13 Diana Cordray, IAMC e Date: /,D- f' /D ]C: \U.cr noun. uMpoDala\ LoK' alUlicro.oll \\Vindows \Tenlpor:w Inlcmcl Eilcs\ Conlenl .OoIlook \LST7C2E1' \SEAGRAVErE APPARATUS Goods S rviccs- PUNIPERS.Joc:924 /211111 1:46 PM] Hoosier Fire Equipment, Inc. %ATV AEI" AZ 1 l v ,„,,,2„...y r., ........,,,,4 July 12, 2010 CITY OF CARMEL, INDIANA Board of Public Works Safety City of Carmel Fire Department Steven A. Couts Fire Headquarters Two Civic Square Carmel, IN 46032 REF: Seagrave Fire Apparatus Proposal (Two (2) Custom Pumpers), Dated May 5, 2010 Board Members Fire Dept. Officials, Thank you for the order for two (2) new Seagrave Fire Apparatus. Enclosed are two (2) originals of our Contract for the purchase of new fire apparatus. The Contract and the original proposal dated May 5, 2010, are incorporated as part of the formal contract document for each unit. If the Contracts appear to be in order and meet your approval, please date and sign both originals on Page 2, as the Second Party. The contracts may be signed by one (1) or two (2) of your authorized representatives. Both originals must be returned to our office in Indianapolis so that they may be included with the complete apparatus sales order entry to Seagrave. A photocopy of the Contract is enclosed for your files. This copy will act as a temporary record for your use until the original contracts are accepted and countersigned at Seagrave, and one (1) is then returned to you for your permanent file. The countersigned contract will serve as your official order acknowledgement and documentation of order entry date. If you have any questions regarding these documents, their signing, or the return procedures, please do not hesitate to contact me at (317) 891 -8375 (local Mid -State Office) or 1- 800 -552 -2691 (Valparaiso Office). Once again, on behalf of all the owners and employees of Hoosier Fire Equipment, Inc. and Seagrave Fire Apparatus, LLC, thank you for your order. We truly appreciate your business, and we look forward to delivering to your community and Fire Department a pair of high quality Seagrave Marauder II Custom Pumpers! Sincerely, C Timothy D. Swartz L; �1 Vice President Sales Marketing Main Office: 4009 Montdale Park Drive Valparaiso, IN 4638 219-462-1707 Fax: 219. 464 -0283 Mid-State Office: 3863 North Commercial Parkway Greenfield, IN 46140 317-891-8375 Fax: 317-891-7375 CONTRACT THIS AGREEMENT; made in duplicate by and between Seagrave Fire Apparatus, LLC of Clintonville, Wisconsin, hereinafter referred to as the "seller and The City of Carmel, Indiana, by its authorized representative, hereinafter referred to as the "purchaser WITNESSETH; First. The seller hereby agrees to furnish Two (2) units of Seagrave model Marauder li Custom Pumper, hereinafter referred to as "the apparatus and equipment according to the mutually agreed specifications and change order documents hereto attached and made a part of this contract, and to deliver the same as hereinafter provided. Second. The seller guarantees that all material and workmanship in and about the apparatus and equipment shall comply with the mutually agreed specifications and change orders. In the event there is any conflict between the City Bid Specifications and the Seagrave Bid Proposal, the mutually agreed specifications and change orders will prevail. The standard Seagrave Warranty will apply as provided for in the mutually agreed specifications and change orders. Minor details of materials and construction, not otherwise specified, shall be left to the decision of the contractor who shall be solely responsible for the design, engineering and construction of all features of the apparatus. Any changes to the contract or purchase order must be approved in advance through the issuance of a written change order by the contractor. The contractor will not assume responsibility for performing any change requested but not approved by the purchaser within five (5) days of the change order submission for approval. Third. The apparatus and equipment shall be ready for delivery from Clintonville, Wisconsin, within 330 calendar days after the receipt of the mutually agreed specifications and change order documents and Approval Drawing signed by the authorized representative of the purchaser. The mutually agreed specifications and change order documents and Approval Drawing shall be delivered to the purchaser for their signature in not more than 31 days from contract receipt at Seagrave or not more than five days from Pre Construction Meeting, if so provided. Delays due to change orders, strikes, failures to obtain materials, or other causes beyond Seagrave's control will be just cause for delay in delivery. The completed apparatus shall be delivered to the purchaser at: City Of Carmel Fire Department Steven A. Louts Fire Headquarters Two Civic Square Carmel, Indiana 46032 Fourth. A competent serviceman shall, upon request, be furnished by the seller to demonstrate said apparatus for the purchaser and to give its employees the necessary instructions in the operation and handling of said apparatus. Fifth. The purchaser purchases and agrees to pay for said apparatus and equipment, the sum of One Million, One Hundred Four Thousand, One Hundred Twenty And 00 /100 Dollars ($1,104,120.00). State, Federal, FET, or Local taxes not included. Terms are net, payment in full upon delivery and acceptance. All payments shall be made payable to Seagrave Fire Apparatus, LLC and shall be mailed directly to: Seagrave Fire Apparatus, LLC 3967 Paysphere Circle Chicago, IL 60674 e rixHIBIT 99 Seagrave Fire Apparatus, LLC Sales Contract Page 1. In the event the apparatus is placed in fire service prior to payment in full, the seller reserves the right to charge a rental fee of Two Hundred Dollars ($200.00) per day for each day that the apparatus is in or available for service prior to payment in full. If more than one piece of apparatus is covered by this Contract, the above terms of payment shall apply to each piece, and an invoice covering each piece shall be rendered in the proper amount. Sixth. In the case that no final inspection is made by the purchaser at the factory prior to shipment and the purchaser desires to test the apparatus upon receipt, such test shall be made within three (3) days after arrival at the delivery destination specified above. A written report of such test shall be delivered forthwith to the seller at its principal office at Clintonville, Wisconsin. If no such test be made, or if no such report be made by the purchaser within three (3) days after arrival, then the apparatus and equipment shall be considered as fully complying with the contract specifications. Seventh. It is agreed that the apparatus and equipment covered by this contract shall remain the property of the seller until the entire contract price and any subsequent change orders have been paid in full, but if more than one piece of apparatus is covered by this contract, then each piece shall remain the property of the seller until the contract price and any subsequent change orders for such piece have been paid in full. In case of any default in payment the seller may take full possession of the apparatus and equipment, or of the piece or pieces upon which default has been made, and any payments that have been made shall be applied as rent in full for the use of the apparatus and equipment up to date of taking possession. Eighth. In the event that any applicable Federal or State regulation shall be enacted during the course of this contract which requires a change in the contract specifications in order for the apparatus and equipment to comply with such regulation, the parties will execute a change order describing the change in the specifications and increasing the purchase price by an amount equal to the increase in the costs of producing the apparatus and equipment. Said costs will not be less than the seller's list price for such item(s). Ninth. Risk of loss shall pass to the purchaser upon delivery and taking possession of the apparatus. To be binding the contract must be signed and approved by an Officer of Seagrave Fire Apparatus, LLC or someone authorized by an Officer to do so. This contract and mutually agreed specifications and change order documents take precedence over all previous negotiations, and no representations are considered as entering into this contract except as are contained herein or in the mutually agreed specifications and change order documents attached hereto. IN WITNESS WHEREOF, the said parties have caused these presents to be executed and the purchaser has caused its corporate seal to be hereunto affixed, and attested by its authorized representatives, on this day of 2010. The City Of Carmel, Indiana By: Title: By: Title: BIT Second Party Seagrave Fire Apparatus, LLC Sales Contract Page 2.