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Home My WebLink About09-0414 Alexis Fire Equipment ' I Apr 14 09 06:08p Kevin Hunter / Alexis 847-587-3124 p.3 CITY OF ELGIN,ILLINOIS,AGREEMENT FOR This Agreement is made and entered into this 8th day of April,2009 by and bchveeri the City of Elgin iL orporat d in the state Of corporation organized and existing;under the laws of the State of Illinois, an j' Illennlc and having aprincipal place of business at i(19 La st BroahmEAlexis,[L 67412("the CONTRACTOR"). ARTICLE I. DEF11rI'TIOPi- "THIS CONTRACT' as used herein shall mean this Agreement, the Invitation for I3ids (IFB) I includ documents referenced therein andthe Contractor's.goods and/or services all in ac ordanc with the IFB reference d CON°TRACTOR'S part hereof. The CONTRACTOR agrees top g Did. In the event there is a conflict between this Agreement and the bid documents, the bid documents shall supersede is Agreement. ICLE II. SCOPE OF WWORK& The CONTRACTOR shall provide the goods or services described in the IFB and Bid,at the ART prices and terms contained therein- shall ARTICLE 131. T51E OF PERFOR:IIA\CE. The CONTRACTOR 2�O.Frovride the roods or services upon receipt of purchase sum of order;and the CITY shall pay to CONTRACTOR the total ARTICLE ]V. TERMINATION. The following shall constitute events of default under THIS CONTRACT: a) any material misrepresentation made by the CONTRACTOR to the e th CITY,lb) any ng:f it failure to coOmm nee performance°of THIS CONTRACT at under THIS CONTRACT including,but not lrm > (i) the time specified in THIS CONTRACT due to a reason or circumstance within the COI\'I RACTOR's reasonable control, n failure to perform THIS CONTRACT with sufficient personnel and equipment or with sufficient material to ensure the completion of failure CONTRACT within the specified time due to a reasiv satisfactory to he CITY,(i) Ofailurree to promptly re-perform Control,�reasonable to perform THIS CONTRACT in a manner reasonably v failure to cornply w=ith a material term of THIS time the services that were rejected by the CITY as erroneous or unsatisfactory,( ) i CONTRACT, including,but not limited to the AffLvmative Action requirements, and(vi) any other acts specifically and expressly The CITY stated in THIS CONTRACT as constituting a basis for termination for cause. may terminate THIS CONTRACT for its convenience upon fourteen(14)days prior written notice. ARTICLE V. DAMAGES. From any sums due to the CONTRACTOR s directed byrthe Purchasing Director,kincurred by,thehCITY as a any part of the amount for expenses, losses and darrrd. consequence of procuring services as a result of any failure,omission or mistake of the CONTRACTOR to providing the goods and I services as provided in THIS CONTRACT. AItTIChE Vh G04EI2NIt1TG LAWS AND ORDINA\CES. This CONTRACT is made subject to all the laws of the State of -vent any Illinois and the ordinances of the CITY and ysuch id oreother�rvnisDUnenforceab et for any reason, such.clause shall be void (the r din of the terms or provisions herein are deemed to 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 vzth this CONTRACT shall be in the Circuit Court of Kane County,Illinois. ARTICLE VII. AFFIRMATIVE ACTIOY. Tl e CONTRACTOR will not discriminate against any employee or applicant for j 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 tale affirmative action to comply with the provisions of Elgin Municipal Code Section 3.12.100 and will require any subcontractor to submit to the CITY a written commitment to comply with those provisions. The CONTRACTOR will distribute copies of this commitment to all persons who participate in recruitment; screening,referral and selection of job applicants and prospective subcontractors. The CONTRACTOR agrees that the provisions of Chapter 3.12 of the Elgin Municipal Code, 1976;is hereby incorporated by reference,as if set out verbatim. ARTICLE.VILL. ASSIGN_4BILITY. The CONTRACTOR shall not assign, sell or transfer any interest in THIS CONTRACT without prior written consent of the CITY. ARTICLES IX A«N1)MENTS. There shall be no modification of the CO'_-'TRACT,except in writing and executed with Thu 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,remm 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 6 Apr 14 09 06:08p Kevin Hunter / Alexis 847-587-3124 p•4 Lt,,City Manager; 150 Dexter Court, EIgin, 1L 60120 or to such other addre5s and/or authorized representatives as either pa th rty cltall designate in writing to the other is the manner herein provided. shall indemnif ,defend and • Contractor agrees to and s ha Y N. To the fullest extent permitted by lam, judgments,costs • b'ICATI O suits, NI s su t M aim , E M. LN 1)E tan and all claims, CL airs ART'[ --- held harmless the City, its officers employees,boards and commtsstons from and ag y r any attomey's fees,damages on ssionao�Contractor oor?Contractor'ssofficers,employees, a nts or subcontrac subcontractors in the performance of acts or negligent acts or this CONTRACT,including but not limited to,all goods covered o chumaussions cov red by he,fore oing duty toeindemnify,defend and hold against the City,its olllcers,employees,agents, boards harmless,such action shall be defended by legal counsel of the City's choosing. ARTICLE XII. PU$LI Ty. The CONTRACTOR may no.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. r any ARTICLE XIlI. AUTUORIZATIO22". This th CONTRACT, sufficient t funds for the discharge of th eCIT S obligations)tinder he contract are not fiscal year during the term(if appropriated and authorized, then the CONTRACT shall. ater, without liability'to of the CITY for damages, Penalti shor other as of the last appropriated and authorized funds are exhausted, charges on account of such termination. ARTICLE?Z1V. NO AGENCI'. This CONTRACT shall not be construed so as to create a joint venttue, partnership, employment c or other agency relationship between the parties hereto,except as may be specifically provided for herein. ARTICLE XV. CONFLICT. In the event of any conflict between the terms provided in any attachments hereto and the body of this ' CONTRACT,the terms and provisions of this CONTRACT shall control. shall be no ARTICLE 7XVL ENTIRE AGREEVIEN T. This CONTRACT embodies e e and this gCONTRACT s ball upersedeeall previous promises, terms, conditions or obligations other than rhos communications,representations;or agreements,either verbal or written,between the parties. communications, X'V1I. C011PLIANCE WITH LAWS. Notwithstanding f th s CONTRACT that the CONTRACTOR shall comply with II agreed and understood that in connection with the Pe rforman but not limited to, any applicable requirements all applicable Federal, State, City and other requirements of law, including, regarding prevailing wages, mitvmum wage, workplace safety and legal status of employees. Without limiting the foregoing, g CONTRACTOR hereby certifies, r pervices withvrsp respect to this/COO that NTRACT Oshall be legal residents of the Uni United States. will be providing products give all notices necessary CONTRACTOR shat.also at its expense secure all permits and licenses,pay all charges and fees and g' and incident to the due and lawful pros�cc�to audit any records in the possession or on�ol of the CONTRACTORto for in tl-ds det nnine CONTRACT. The CITY shall have the nbh CONTRACTOR'S compliance with ttoethe CITY the CONTRRACTOR'S relevant recd ds at no cost o the CITY." CONTRACTOR an audit e CONTRACTOR shall make available The person signing THIS CONTRACT HIS CONTRACT authorized bs behalf.CONTRACTOR to commit the CO\TRACTOR contractual and has been authorized to execute T IN WITNESS WI3EREOF the parties have hereto set their bands the day and year first above vnitten. !`n�,� �-- CONTRACTOR CITY OF ELGIN�i�;� ��.� ` � Olufemi Folarin Dame and Title' �y City Manager FEN NO. -2k t ��2-� 7 MAR-4-2009 09:43 FROM:BRET JENSEN 8477175372 T0:1e004403459 P•2'9 CITY OF ELGiN, ILLINOIS,AGREEMENT FOR nT,,, „nn ni A L':.•�Reh*ina 1-InQn.. This Agreement is made and entered into this Li day of , 2009 by and between the City of Elgin("the CITY")),a municipal corpora ion anized and existing y under the laws of �e and hang a principal place of incarporad.d in the state of v L busine at r ("the CONTRACTOR"). ARTICLE L DEFTNITION: "THIS CONTRACT" as used herein shall mean this Agreement, the nvitati herein Bids d (E B) including all documents referenced therein and the Cbntractofs bid response(bid)thereto incorporated by reference part hereof. The CONTRACTOR agrees to provide the goods and/or services all in accordance with the IFB and CONTRACTOR'S Bid. In the event there is a conflict between this Agreement and the bid documents, the bid documents shall supersede this Agreement. ARTICLE II. SCOPE OF WORK The CONTRACTOR shall provide the goods or services descr bed in the IFB and Bid,at the prices and terms contained therein. ARTICLE III. TIME OF PERFORMANCE. The CONTRACTO sh rovide the goods or services upon receipt of purchase order;and the Cl'1 Y shall pay to CONTRACTOR the total sum of S \ ARTICLE IV, TERMINATION. The following shall constitute events of default under THiS CONTRACT: a) any material CTOR to perform any of its obligations misrepresentation made by the CONTRACTOR to the CITY,b) any failure by the CONTRA 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 CONTRAC'r 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(1 a)days prior written notice. ARTICLE V. DAMAGES. From any sums due to the CON'rpACTOR 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 the goods and services as provided in THIS CONTRACT. ARTICLE V!. GOVERNING LAWS AND ORDINANCES_ This CONTRACT' is made sv_6ject Wall the Isws of the State of Illinois and the 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 arc deemed to be void or otherwise unenforceable for any reason, such clause shall he 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 CONTRACT shall be in the Circuit Court of Kane County,Illinois. ARTICLE V11. AFFIRMATIVE ACTIM The CONTRACTOR will not discriminate against any employee or applicant for CL 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 Section 3.12,100 and will require any subcontractor to submit to the CITY a written eouunitment to comply with those provisions. The CONTRACTOR will distribute copies of this commitment to all persons who participate in recruitment, screening,referral and selection of job applicants and prospective subcontractors. The CONTRACTOR agrees that the provisions of Chapter 3.12 of the Elgin Municipal Code, 1976,is hereby incorporated by reference,as if set out verbatim. ARTICLE Vlll. ASSICNAgULIZY. 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 i MAR-4-2009 09:44 FROM:BRET JENSEN 8477175372 T0:18004403459 P.3/9 the City Manager, 150 Dexter Court, Elgin, IL 60120 or to such other address and/or authorized representatives as either party shall designate in writing to the other in the manner herein provided. ART1CL—E XL INDEMNIIPICATION. '1'o the fullest extent permitted by law,Contractor agrees to and shall indemnify,defend and hold harmless the City,its officers,cmployecs,boards and commissions from and against any and all claims, suits,judgments, attorney's fees,damages or any and all other relief or liability arising out of or resulting from or through or alleged to terse out of any acts or negligent acts or omissions of Contractor or Contractor's officers,employees,agtntS or subcontractors in the performance of this CONTRACT,including or img but not limited ar till goods delivered or services or work performed hereunder.In the event of any action against the City, its officers,employees,agents,boards or coamnissiorns covered by the foregoing duty to indemnify,defend and hold harmless,such action shall be defended by legal counsel ofthc City's choosing. ARTICLE X11. PUBLICITY. The CONTRACTOR may not use,in any form or medium, the name of the City of Elgin for public advertising unless prior written perniission is granted by the CITY. {iTICTaE XiII, AIJTHUt21A'CIUN. This CONTRACT is in the best interests of the CITY and is authorized by law. If,for any fiscal year during the term ofthc CONTRACT,sufficient funds for tho discharge of the CITY'S obligations under the contract are not appropriated and authorized, then the CON f1tACf shall temtinatr as of der lust duy of dre preceding fiscal year, or when such appropriated and authorized funds are exhausted. whichever is later, without liability to the CiTY for damages, penalties or other charges till account of such tenllivativu. ARTICLE.XIV, NU AGENCY. This CONTRACT shall not be construed so us to create a joint venture, partnership,cmployment or other agency relationship bctwoen the patties hereto,except as trray be specifically Provided fur herei». ARTICLE XV. CONFLICT. to the event of any conflict betwCeu fire terms provided ill any attachutrrtts hereto and the body of this CONTRACT,the term Laid provisions of this CONTRACT shall control. AR'T'ICLE XVI. ENTIRE AGREEMENT. 'I his CON 1"1tAC I embodies the whole agreement of the parties. There shall be no . promises, terms, conditions or ubligativus other their those: contained therein; and this CONTRACT shall supersede all previous communications,representations,or agreements,either verbal or written,between the parties. ARTICLE XVII COMPLIANCE WITH LAWS. Notwithstanding any other provision of this CONTRACT it is expressly jig reed and understood that in conn&,tion with the perFormance of this CONTRACT that the CONTRACTOR shall comply with all applicable Federal, State, City and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, CONTRACTOR hereby certifies,represents and warrants to the CIi'Y that all CUN'IRACI'ORS employees and/or agents who will be providing products and/or services with respect to this CONTRACT shall be legal residents of the United States. CONTRACTOR shall also at its expense secure all permits and licenses,pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of tine work, and/or the products and/or services to be provided for in this CONTRACT_ The CITY shall have the right to audit any records in the possession or control of the CONTRACTOR to determine CON I CONTRACTOR T OR compliance with available to`the CF I I Y the CONTRACTOR'S relevant records T ds at no cost to the ch adit the C The person signing THIS CONTRACT certifies that s/he h:u been authorized by the CONTRACTOR to commit the CONTRACTOR contractual and has been authoriv�d to execute THIS CON l'RA.C'I'on its behalf IN WITNESS WHEREOF the parties leave hereto sot their hands tine day and year first above written. CONTRALTO CITY OF E�L�GI'N d title izS'i e. ;� OlufemiFolarin l city Manager FEIN NO.� ��-1 7