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Home My WebLink About05-19 Resolution No. 05-19 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH BROWN TRAFFIC PRODUCTS, INC. FOR LIGHT EMITTING DIODE TRAFFIC SIGNAL HEADS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Ed Schock,Mayor, and Dolonna Mecum, City Clerk,be and are hereby authorized and directed to execute an agreement on behalf of the City of Elgin with Brown Traffic Products, Inc. for light emitting diode traffic signal heads, a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: January 26, 2005 Passed: January 26, 2005 Omnibus Vote: Yeas: 6 Nays: 0 Recorded: January 27, 2005 Published: Attest: s/Dolonna Mecum Dolonna Mecum, City Clerk Z002 01/07/05 FRI 10:58 FAX 8479315983 Public Works Dept• ---- CITY OF ELGIN AGREEMENT FOR LED SIGNALS THIS AGREEMENT is made and entered into this aA day of -54/1)N , 2005, by and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as "CITY") and BROWN TRAFFIC PRODUCTS, INC., an Illinois corporation having a principal place of business at 1896 Techny Court, Northbrook, Illinois 60062 (hereinafter referred to as "CONTRACTOR") . ARTICLE I. DEFINITION. "THIS CONTRACT" as used herein shall mean this Agreement and any attachments thereto. ARTICLE II. ITEMS PURCHASED. The CONTRACTOR shall provide CITY the items detailed in Quotation Number 4715, dated December 6, 2004, attached hereto and made a part hereof as Attachment A (hereinafter referred to as "Signals") and at the prices and terms contained therein. ARTICLE III. TIME OF PERFORMANCE. The CONTRACTOR shall provide the Signals on or before , 2005- and City shall pay S the total sum of $.610/47,S-0 on or before 1H, 30, 2ooc - ARTICLE IV. TERMINATION. The following shall constitute events of default under THIS CONTRACT: a) any material misrepresentation made by the CONTRACTOR to the CITY; b) any failure by the CONTRACTOR to perform any of its obligations under THIS CONTRACT including, but not limited to, the following: (i) failure to commence performance of THIS CONTRACT at the time specified in THIS CONTRACT due to a reason or circumstance within the CONTRACTOR's reasonable control, (ii) failure to perform THIS CONTRACT with sufficient personnel and equipment or with sufficient material to ensure the completion of THIS CONTRACT within the specified time due to a reason or circumstance within the CONTRACTOR' s reasonable control, (iii) failure to perform THIS CONTRACT in a manner reasonably satisfactory to the CITY, (iv) failure to promptly re-perform within reasonable time the services that were rejected by the CITY as erroneous or unsatisfactory, (v) failure to comply with a material term of THIS CONTRACT, including, but not limited to the Affirmative Action requirements, and (vi) any other acts specifically and expressly stated in THIS CONTRACT as constituting a basis for termination for cause. The CITY may terminate THIS CONTRACT for its convenience upon fourteen (14) days prior written notice. ARTICLE V. DAMAGES. From any sums due to the CONTRACTOR for services, the CITY may keep for its own the whole or any part of the amount for expenses, losses and damages as directed by the Purchasing Director, incurred by the CITY as a consequence of procuring services as a result of any failure, omission or mistake of the CONTRACTOR in providing signals as provided in THIS CONTRACT. ARTICLE VI. GOVERNING LAWS AND ORDINANCES. This CONTRACT is Public Works Dept 1j 003 01/07/05 FRI 10:59 FAX 8479315983 �..�...�. ... v.vA,l 1 1011 M1.IW ..-_-_,_..___ Page 2, • • made subject to all the laws of the State of Illinois and the t; ordinances of the CITY and if any such clause herein does not conform to such laws or ordinances, or in the event any of the terms or provisions herein are deemed to be void or otherwise c' unenforceable for any reason, such clause shall be void (the remainder of the contract shall not be affected) and the laws or ordinances shall be operative in lieu thereof. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be in the Circuit Court of Kane County, Illinois. ARTICLE VII. AFFIRMATIVE ACTION. The CONTRACTOR . will not discriminate agarnst aany employee or applicant for employment because of race, color, religion, sex, ancestry, national origin, - place of birth, age or physical handicap which would not interfere with the efficient performance of the job in question. The CONTRACTOR will take affirmative action to comply with the provisions of Elgin Municipal Code, 1976, is hereby incorporated by reference, as if set out verbatim. ARTICLE VIII. ASSIGNABILITY. The CONTRACTOR shall not assign, sell or transfer any interest in THIS CONTRACT without prior written consent of the CITY. ARTICLE IX. AMENDMENTS. There shall be no modification of the CONTRACT, except in writing and executed with the same formalities of the original. • ARTICLE X. NOTICES. Any notice given under this CONTRACT shall be in writing and shall be deemed to have been given when hand delivered or deposited in the U.S. mail, certified or registered, return receipt requested, addressed, if to CONTRACTOR, at the address set forth above to the attention of the project manager or undersigned representative, and if to the City, to the attention of the City Manager, 150 Dexter Court, Elgin, Illinois 60120 or to such other address and/or authorized representative as either party shall designed in writing to the other in the manner herein provided. ARTICLE XI. INDEMNIFICATION. To the fullest extent permitted by law, CONTRACTOR agrees to and shall indemnify, defend and hold • harmless the City, its officers, employees, boards and commissions from and against any and all claims, suits, judgments, costs, attorney's fees, damages or any and all other relief or liability arising out of or resulting from or through or alleged to arise out of any acts or negligent acts or omissions of CONTRACTOR or CONTRACTOR's officers, employees, r: agents or subcontractors in the performance of this agreement, including but not limited to, all goods delivered or services or work performed hereunder. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. 2 a004 01/07/05 FRI 10:59 FAX 8479315983 Public Works Dept Page 3 ARTICLE XII. PUBLICITY. The CONTRACTOR may not use, in any form or medium, the name of the City of Elgin for public advertising unless prior written permission is granted by the CITY. ARTICLE XIII. AUTHORIZATION. This CONTRACT is in the best interests of the CITY and is authorized by law. ARTICLE XIV. NO AGENCY. This agreement shall not be construed so as to create as jo nt venture, partnership, employment or other agency relationship between the parties hereto, except as may be specifically provided for herein. ARTICLE XV. ENTIRE AGREEMENT. This CONTRACT embodies the whole :f agreement of the parties. There shall be no promises, terms, conditions or obligations other than those contained therein; and this agreement shall supersede all previous communications, representations, or agreements, either verbal or written, between the parties. The person signing THIS CONTRACT certifies that s/he has been authorized by the CONTRACTOR to commit the CONTRACTOR contractually and has been authorized to execute THIS CONTRACT on its behalf. IN WITNESS WHEREOF, the parties have hereto set their hands the day and year first above written. FOR THE CITY: FOR THE CONTRACTOR: By !eldke042:54,19 By griou3P t AFRIC ob, Mayor C, Attest: An /k.:IPAATA) -Q.rGwv�_ City Clerk Fein No. F:\Legal Dept\Agreement\brown Traffic.doc 3 • JAN 1 0 2005 J CITY OF ELGIN PUBLIC WORKS DEPT.