Special Purchase - Sentinol Emergency Solutions - Used Fire Truck

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PURCHASE AGREEMENT This Purchase Agreement (this "Agreement") is entered into on November 27, 2018 (the "Effective Date"), by and between the City of South Bend, acting by and through its Board of Public Works (the "City"), and Sentinel Emergency Solutions, LLC, a Missouri corporation, with its Principal place of business located at 23 Grandview Park, Arnold, MO 63010 (the "Provider") (each a "Party" and collectively the "Parties"). For and in consideration of the mutual covenants and promises contained herein, the Parties agree as follows: 1. Goods and Services. The Provider will provide to the City the goods and services ("Goods and Services") set forth in the Provider's proposal attached hereto as Exhibit A (the "Proposal"), which Proposal is incorporated herein. In the event of any conflict between the terms of this Agreement and the terms of the Proposal, the terms of this Agreement will prevail. 2. C w „,atim. In exchange for the Goods and Services, and subject to the terms and conditions of this Agreement, the City will pay the Provider Sixty -Eight Thousand Dollars ($68,000) as stated in the Proposal (the "Contract Amount"). The City will pay the Contract Amount in a single lump sum upon invoicing by the Provider as set forth in the Proposal (each a "Contract Installment"). 3. Waiver of Lease Ptry_trrents. Provider and City entered into that certain Emergency Solutions Equipment Lease, dated October 2, 2018 ("Lease Agreement"). The Parties agree that upon execution of this Agreement, any amounts paid under Lease Agreement are waived. 4. IlLerin., Termination, Unless earlier terminated in accordance with its terms, this Agreement will commence on the Effective Date and end upon the Provider's satisfaction of all its obligations hereunder and the City's final payment therefor. In addition, in accordance with Ind. Code 6-1.1-18-4, payments are subject to annual appropriation by the City. If the City makes a written determination that funds are not appropriated or are otherwise unavailable to support the continuation of this Agreement, it shall be cancelled. A determination by the City that funds are not appropriated or are otherwise unavailable to support the continuation of performance shall be final and conclusive. The City will not be required to pay any Contract Installment or be otherwise liable for any cost associated with the Provider's performance of any Services after the effective date of termination. 5. Remedies for Breach ofCoi tract. Failure to provide the Goods in accordance with this Agreement will be considered a material breach. In the event of such breach, the City may suspend all payments to the Provider and may pursue any and all remedies available at law or in equity. The Provider shall repay to the City any portion of the Contract Amount expended for matters not within the scope of the Services. 6. Point of Contact. The City employee identified in Section 9 below will serve as the City's principal point of contact for purposes of this Agreement. 1