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HomeMy WebLinkAbout14-118 Resolution No. 14-118 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH SMITH ECOLOGICAL SYSTEMS COMPANY FOR THE PURCHASE OF LIME SLAKER EQUIPMENT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER 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 Smith Ecological Systems Company for the purchase of lime slaker equipment, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: August 27, 2014 Adopted: August 27, 2014 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk t CITY OF ELGIN AGREEMENT FOR Purchase of Lime Slaker Equipment This Agreement is made and entered into this 27t1day of , 2014 by and between the City of Elgin ("the CITY"), a municipal corporation organize nd existing under the laws of the State of Illinois, and Smith Ecological Systems Company, an Illinois corporation having a principal place of business at Rockford, Illinois ("the CONTRACTOR"). ARTICLE I. PURCHASE. The CONTRACTOR agrees to provide, and the CITY agrees to purchase, the goods provided for herein under the terms and conditions provided for herein and pursuant to the quotations 784 and 785 dated February 21, 2014 and February 24, 2014 respectively, attached hereto and made a part hereof as Attachment A. The agreement is for the purchase of one Lime Slaker, two Lime Feeders, one Congrav CB Plus Controller, and appurtenant equipment as outlined in the quotations. In the event of any conflict between Attachment "A" and the remainder of this Agreement, such conflict shall be resolved in favor of the language contained in the body of the Agreement, and not Attachment"A". ARTICLE II. DURATION AND SCHEDULE. The CONTRACTOR shall provide the goods at the price, schedule and other terms provided for in Attachment "A", on or before October 30, 2014. Payment by CITY shall be made to CONTRACTOR within twenty (20) days of delivery as a destination contract, acceptance of all goods and services, and upon receipt of an invoice from CONTRACTOR. CONTRACTOR'S performance shall be complete when the CONTRACTOR has delivered all goods provided for herein and installation provided for herein on or before October 30, 2014. Compensation to the CONTRACTOR shall be in the total amount of one hundred and eighty- eight thousand five hundred and ninety-three dollars and no cents ($188,593.00) payable in 1 installment of$188,593.00. ARTICLE III. TERMINATION. The following shall constitute events of default under this agreement: (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 agreement including, but not limited to, the following: (i) failure to commence performance of this agreement at the time specified in this agreement due to a reason or circumstance within the CONTRACTOR'S reasonable control; (ii)failure to perform this agreement with sufficient personnel and equipment or with sufficient material to ensure the completion of this agreement within the specified time due to a reason or circumstance within the CONTRACTOR'S reasonable control; (iii) failure to perform this agreement in a manner reasonably satisfactory to the CITY; (iv) failure to cure within a reasonable time any deviation from the terms and provisions of the Agreement following rejection by the CITY; (v) failure to comply with a material term of this agreement, including, but not limited to the Affirmative Action requirements; and (vi) any other acts specifically and expressly stated in this agreement as constituting a basis for termination for cause. The CITY may terminate this agreement for its convenience upon fourteen (14) days prior written notice, without penalty or liability of whatsoever nature. ARTICLE IV. DAMAGES. From any sums due to the CONTRACTOR pursuant to this Agreement, 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 agreement. 1 In the event of any breach of any of the terms of this Agreement by the CITY, CONTRACTOR's damages shall be limited to the maximum of the purchase price provided for herein on a pro-rata basis. CONTRACTOR shall not be entitled to and CITY shall not be liable to CONTRACTOR for, any consequential, compensatory, punitive, incidental or nominal damages other than as provided for above. ARTICLE V. GOVERNING LAWNENUE 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 o otherwise unenforceable for any reason, including but not limited to any violation of any law as provided for in Article XV 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, and 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 agreement without prior written consent of the CITY. ARTICLE IX. AMENDMENTS. There shall be no modification of this agreement, except in writing and executed with the same formalities of the original. ARTICLE X. NOTICES. Any notice given under this agreement 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 1817 17th Ave., Rockford, IL 61104 to the attention of Mitch Berg 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 the manner herein provided. ARTICLE XI. INDEMIFICATION. 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 our 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. 2 ARTICLE XII. 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 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. City represents to CONTRACTOR that the CITY has appropriated funds and has sufficient funds for the discharge of the CITY'S obligations under this contract. ARTICLE XIII. 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 XIV. WARRANTY. The CITY'S purchase from the CONTRACTOR as provided in this agreement shall include the standard warranty typically provided by the CONTRACTOR for the equipment being purchased herein. Additionally, CONTRACTOR hereby expressly provides a warranty of merchantability as to any goods provided for herein, and warrants that all services shall be provided in a reasonable manner with reasonable workmanship. ARTICLE XV. ENTIRE AGREEMENT. This agreement embodies the whole agreement between the parties hereto. There are no other agreements, either oral, written 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 XVI. 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 XVII. TIME. Time is of the essence of this agreement. ARTICLE XVIII. SIGNATURES. The person signing this agreement certifies that s/he has 3 4 . been authorized by the CONTRACTOR to commit the CONTRACTOR contractually and has been authorized to execute this agreement on its behalf. This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e- mail as a defense to this agreement and shall forever waive such defense. IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written. CONT OR CITY IN N&r& and Title S n Stegall City Manager FEIN NO. �p— sy�- 4 AF..ML '0 CNO `V AVENWaETHEYIEMIaanon► Smith Ecological Systems Company 1817 17th Ave. Rockford, IL 61104 Date Wmats# Phone# 815/968-8079 Fax# 815/968-8506 2/21/2014 784 E-mail orders @smithecological.com Name/Address ELGIN WATER DEPT. FINANCE DEPARTMENT 150 DEXTER CT. ELGIN,IL 60120 Terms Rata Net 20 MWB I'e Dascrfption UAP 1 Slaker Lime Slaker w/o grit conveyor* *The new slaker comes with all updated controls-----there is nothing to retrofit on it so there is no need for a retrofit kit.The retrofit kit was for old feeders on old slakers---controls for the feeder were updated and the retrofit kit gets you the updated controls.On a new slaker, it comes with the new controls. Price validity:30 days Pricing does not include taxes, duties,brokerage fees,travel,and/or other applicable charges. If material orders are tax exempt,please supply copy of Tax Exemption Certicates. All equipment will be guaranteed against defects in material and workmanship for a period Total $145,598.00 of one(1)year from date of installation(not to exceed 18 months from date of shipment). We sincerely appreciate this opportunity to quote your requirements,and look forward to being of service! A& S E S `� ra�norixtvuuwvaeur • Smith Ecological Systems Company 1817 17th Ave. Date Estimate#>. Rockford, IL 61104 Phone# 815/968-8079 2/24/2014 785 Fax# 815/968-8506 E-mail orders @smithecological.com Natms/Address ELGIN WATER DEPT. FINANCE DEPARTMENT 150 DEXTER CT. ELGIN, IL 60120 Terms Rep Net 20 MWB ;06*0"pttion t1/M Total 1 31-165 Gravimetric belt feeder 42,495.00 2000 PPD Includes: a)304SS Housing&Ingredient Contact Part b) 1/2 HP Motor-0-90VDC TENV,Tachometer c)304SS SCR Drive&Setpoint Controller Panels d)Weigh Deck, Load Cell, Broken Belt Detector '8 weeks lead time FREIGHT Estimated shipping 500.00 We are just providing the feeder in 304SS material of construction and delivering it to Email the jobsite. If anything else is required, please let us know.Also, note that the setpoint controller now includes an HMI touchscreen (in lieu of the old touchpad screen, which is no longer available).The wiring connections should be the same. Notes Price validity:30 days Pricing does not include duties,brokerage fees,travel,and/or other applicable charges (unless specifically listed above). If material orders are tax exempt,please supply copy of Tax Exemption Certicates. Total $42,995.00 All equipment will be guaranteed against defects in material and workmanship for a period of one(1)year from date of installation(not to exceed 18 months from date of shipment). We sincerely appreciate this opportunity to quote your requirements,and look forward to being of service!