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HomeMy WebLinkAbout10-24 Resolution No. 10-24 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH WELLSPRING MANAGEMENT, LTD. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,that Sean R. Stegall, City Manager,be and is hereby authorized and directed to execute an agreement on behalf of the City of Elgin with Wellspring Management, Ltd. for the purchase of ice and snow removal chemicals, a copy of which is attached hereto and made a part hereof by reference. s/ Ed Schock Ed Schock, Mayor Presented: January 27, 2010 Adopted: January 27, 2010 Vote: Yeas: 6 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk CITY OF ELGIN AGREEMENT WITH WELLSPRING MANAGEMENT,LTD. FOR PURCHASE OF ICE AND SNOW REMOVAL CHEMICALS THIS AGREEMENT is made and entered into this I OA day of January,2010,by and between the City of Elgin ("the CITY"), a municipal corporation organized and existing under the laws of the State of Illinois,and Wellspring Management,Ltd.,incorporated in the State of Illinois,and having a principal place of business at.818 N. Marion Street, Oak Park, Illinois 60302-1533 ("the CONTRACTOR"). ARTICLE I. PURCHASE. The CONTRACTOR agrees to provide, and the City agrees to purchase,the goods and/or services provided for herein under the terms and conditions provided for herein and pursuant to Exhibit A, attached hereto and made a part hereof. ARTICLE II. DURATION AND SCHEDULE. The CONTRACTOR shall provide the goods and/or services at the price provided for in Exhibit A attached hereto and incorporated herein. Payment by CITY shall be made to CONTRACTOR within thirty (30) days of receipt and acceptance,and upon receipt of an invoice from CONTRACTOR. Purchases by the CITY from the CONTRACTOR shall not exceed$100,000. ARTICLE III. 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 product 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 IV. DAMAGES. From any sums due to the CONTRACTOR for goods or 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 goods or services as a result of any failure,omission or mistake of the CONTRACTOR in providing goods or services as provided in THIS CONTRACT. ARTICLE V. GOVERNING LAW/VENUE AND ORDINANCES. This Agreement shall be subject to and governed by the laws of the United States,the State of Illinois and the City of Elgin, Illinois. 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 VI. SEVERABILITY. The terms of this Agreement shall be severable. In the event any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason, including but not limited to any violation of any law as provided for in Article XIV herein, the remainder of this Agreement shall remain in full force and effect. ARTICLE VII. AFFIRMATIVE ACTION. The CONTRACTOR will not discriminate against any 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 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. 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, 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. ARTICLE XL 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 arty 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,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. The provisions of this paragraph shall survive any termination and/or expiration of this Agreement. 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. APPROPRIATIONS.The fiscal year of the CITY is the 12 month period ending December 31. The obligations of the CITY under any contract for any fiscal year are subject to and 2 contingent upon the appropriation of funds sufficient to discharge the obligations which accrue in that fiscal year and authorization to spend such funds for the purposes of the contract. If, for any fiscal year during the term of the CONTRACT, sufficient funds for the discharge of the CITY'S obligations under the contract are not appropriated and authorized, then the CONTRACT shall terminate as of the last day of the 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 on account of such termination. ARTICLE XIV. COMPLIANCE WITH LAWS. Notwithstanding any other provision of this CONTRACT it is expressly agreed and understood that in connection 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 CITY that all CONTRACTOR'S 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 the 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 CONTRACTOR'S compliance with the provisions of this section. In the event the CITY proceeds with such an audit the CONTRACTOR shall make available to the CITY the CONTRACTOR'S relevant records at no cost to the CITY. CONTRACTOR shall pay any and all costs associated with any such audit. ARTICLE XV. WARRANTY. The CITY'S purchase from the CONTRACTOR as provided in this contract shall include the standard warranty typically provided by CONTRACTOR for the equipment being purchased herein. ARTICLE XVI. ENTIRE AGREEMENT. This Agreement embodies the whole agreement between the parties hereto. There are no other agreements,either oral or implied between the parties hereto;and this Agreement shall supersede any and all previous communications,representations,or agreements,either verbal or written, between the parties. ARTICLE XVII. INDEPENDENT CONTRACTOR. This Agreement shall not be construed so as to create a joint venture,partnership,employment or other agency relationship between the parties hereto. ARTICLE XVIII. TIME. Time is of the essence of this Agreement. ARTICLE X.IX. DAMAGES. In the event of any breach of any of the terms of this Agreement by City,CONTRACTOR'S damages shall be limited to a maximum of the purchase price provided for herein,which shall be calculated on the basis of CONTRACTOR'S actual compensatory damages only. CONTRACTOR shall not be entitled to consequential,incidental or nominal damages for any reason. 3 The person signing THIS CONTRACT certifies that s/he has been authorized by the CONTRACTOR to commit the CONTRACTOR contractual 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. CONTRACTOR CITY OF ELGIN WELLSPRING MANAGEMENT, LTD. t / By BY ../.�%/ �• .t �:� Warren King Se! R. Stegall President City Manager FEIN NO.?0-0051 3D% F:U.egal Deptkforms\Purchase Agreement-Wellspring Mnmt for Geomelt.doc 4 <0 OF Etc, Agenda Item No. e —City of Elgin •{ January 7,2010 TO Mayor and Members of the City Council z fs q FROM: Sean R. Stegall, City Manager 4S. 4. tent.st<tte City uo't ebrnment David L. Lawry, General Services Manager SUBJECT: Sole Source Purchase Agreement with Wellspring Company PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information to consider the purchase agreement with the Wellspring Company, sole source provider of the City of Elgin's anti-icing and pre-wetting chemical used during the 2009-2010 ice and snow removal season. RECOMMENDATION rk It is recommended that the City Council accept the sole source purchase agreement and approve payment of invoices for goods provided from the Wellspring Company throughout the 2009- 2010 snow season in an amount not to exceed $100,000. BACKGROUND Each year the Department of Public Works purchases chemical product to aid in the removal of ice and snow. In years past, the Department relied almost exclusively on the use of road salt (sodium chloride) to aid in ice and snow removal. Severe cold required the additional use of a pre-wetting solution (calcium chloride) to be applied with the road salt to activate the salt. This enables the salt to break the bond between the pavement and the ice/snow conditions. While effective,this technology was expensive and grossly inefficient. Over the past several years,the cost of road salt has increased substantially. New technology has decreased the overall cost and has greatly increased the efficiency of ice and snow removal operations. New chemical blends used in anti-icing and pre-wetting have moved the industry towards a more sustainable approach to the problem of ice and snow removal. Beginning in 2008/2009,the City of Elgin began using a combination of salt brine, calcium chloride and a beet juice byproduct to pre-wet the road salt before it is applied to the city streets. This mix is referred to as GEOMELTTM or Supermix in the industry and has proven to be a highly effective aid during ice and snow removal operations. Use of this product provided the City of Elgin with a product that meshes nicely with the City's push towards sustainability, provided a longer OF F<C. City of Elgin Memorandum n, 0 �RATToF6g, Date: February 4, 2010 To: Dave Lawry, General Services Group Director From: Jennifer Quinton, Deputy City Clerk Subject: Resolution No. 10-24, Adopted at the January 27, 2010 Council Meeting Enclosed you will find the agreement listed below. Please retain a copy for your records. If you have any questions please feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you. • Agreement with Wellspring Management, Ltd.