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Home My WebLink About14-165 Resolution No. 14-165 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH BRANIFF COMMUNICATIONS, INC. FOR THE INSTALLATION OF NEW BATTERY BACKUP CONTROLLERS FOR FIFTEEN EXISTING WARNING SIREN SITES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Sean R. Stegall, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a purchase agreement on behalf of the City of Elgin with Braniff Communications, Inc. for the installation of new battery backup controllers for fifteen existing warning siren sites, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: November 19, 2014 Adopted: November 19, 2014 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk PURCHASE AGREEMENT TIJIS AGREEMENT is hereby made and entered into this 19th day of November, 2014, by and between the City of Elgin. Illinois, a municipal corporation (hereinafter referred to as -City-) and Braniff* Communications, Inc., an Illinois corporation (hereinafter referred to as "Braniff'). NOW, -rf-IEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: I, City shall purchase. and Braniff shall sell to City the goods and/or services described by Attachment A. attached hereto and made a part hereof. 2. This agreement shall be subject to the terms and conditions contained herein and as provided by Attachment A. 3. This agreement is subject to and governed by the laws of the State of 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 the Circuit Court of Katie County, Illinois. 4. There shall be no modification of this agreement, except in writing and executed with the same formalities of the original. 5. This agreement embodies the whole agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein, and this agreement shall supersede all previous communications, representations or agreements, either verbal, written or implied between the parties hereto. 6. Braniff hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this agreement, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act (50 ILCS 505/1, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/11, et seq.), as amended. The provisions of this paragraph shall survive any expiration, completion and/or termination of this agreement. 7. Notwithstanding any other provision of this Agreement. it Is expressly agreed and understood that in connection with the performance of this Agreement, Braniff 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, Braniff hereby certifies, represents and warrants to the City that all of Branif s employees and/or agents who will be providing products and/or services with respect to this Agreement shall be legally authorized to work in the United States. The City shall have the right to audit any records in the possession or control of Braniff to determine Braniff s compliance with the provisions of this section. In the event the City proceeds with such an audit, Braniff shall make available to the City Braniff's relevant records at 110 cost to the City. 8. The terms of this Agreement shall be severable. In the event any of the terms or the provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason, the reminder of this Agreement shall remain in full force and effect, 9. 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 taxed or e-mailed copy of this agreement shall be considered to have the sarne 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. 10. In the event of any conflict between the terms and provisions of this purchase agreement and Attachment A hereto, the terms and provisions of this purchase agreement shall control. CITY OF ELGIN BRANIFF SIGNAL CORPORATION k4 4 ----------- gall,"� ger Print Name Sean S gall, City Manager Attest _<__e-, w- ",,","" -I- ClerK Signature Title F\Lcgal DepMgreement"Purchase agreement-Braniff-I 1-5-14_docx ATTACHMENT A F—model/Part Number—Description QTY. Unit Cost Ext.Cost INSTALLATION SERVICES—,NEW BATTERY BACKUP CONTROLLERS AT FIFTEEN(15)EXISTING WARNING SIREN SITES I ABOR-FIELD SERV Labor, Field Services,on-site installation, interface and 15,0 $2,445.00 536,675,00 1 Acceptance testing of Federal Signal DCTB-M0SCAD siren control hardware with integrated batter-,y backup at fifteen(15) existing warning siren locations throughout the City of Elgin, includes related clectricalJniechanical hardware and travel time. DC24-6 Battery, 12VDC,Volt Edge Series,Deep Cycle,Maintenance 60.0 $125.00 $7,500.00 Free No -l'fS: I. Deliverv,removal,haul away and disposal of existing siren hardware is included. 2. Interface of new Siren Controllers to existing Motorola ACE;3600 SCADA Controllers is included. 3. Permits,bonds, licenses and fees, if applicable and required,are not included and will be additional. SUBTOTAL: $44,175.00 FREIGHT: $0.00 SALES TAX: $0.00 ............................. ........... w__....................—-----------.............................................. $44,175.00 3 TERMS RISK OF LOSS. The risk of loss of the goods or any part thereof shall pass to the City upon delivery thereof by Braniff to the City (F.O.B. Destination Point). Braniff shall have sole responsibility for processing and collection of any claim of loss against the carrier. DELIVERY. Delivery dates are not guaranteed but are estimated on the basis of immediate receipt by Braniff of all information to be furnished by City and the absence of delays, direct or indirect, resulting from or contributed to by circumstances beyond Branift's reasonable control. Braniff shall in good faith endeavor to meet estimated delivery dates but shall not be liable to City for any damages as a result or any delay caused or contributed to by circumstances beyond Braniffs reasonable control; provided, however, that delivering and installation shall commence on or before June 30, 2015. LIMITED WARRANTY. Braniff warrants each new product manufactured by Braniff to be free from defect in material and workmanship, under normal use and service, for a period of two years on parts replacement and one year on labor trom the date of delivery to the first user- purchaser. During this warranty period, the obligation of Braniff is limited to repairing or replacing, as Braniff may elect, any parts of such product which, after examination by Braniff disclosed to be defective in material andi'or workmanship. Braniff will provide warranty for any unit which is delivered, transported prepaid, to Braniffs facility or designated authorized warranty service center for examination and such examination reveals a defect in material and/or workmanship. The Braniffs warranty shall not apply to components or accessories, not manufactured by Braniff, that have a separate warranty by the original manufacturer, such as, but not limited to, distributed emergency lighting., warning and notification equipment and batteries. Braniff will provide on-site warranty service during the first 60-days after the completion of the installation. This warranty does not extend to any unit which has been subjected to abuse, misuse, improper installation or which has been inadequately maintained, nor to units which have problems relating to service or modification at any facility other than a Braniff'facility or authorized warranty service centers. THERE IS NO IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SI-IALL BRANIFF BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY SUCH DEFECT IN MATERIAL OR WORKMANSHIP. REMEDIES AND LIMTATIONS OF LIABILITY. In the event Braniff is claimed to have breached any of its obligations under the contract, whether of warranty or otherwise, Braniff may repair any defective goods, request the return of goods and tender, at Braniffs option, a replacement shipment of goods or the purchase price theretofore paid to Braniff. If Braniff so requests the return of the goods, the goods will be redelivered to Braniff, transportation prepaid, in accordance with Braniffs instructions. ASSIGNMENT AND DELEGATION. No right or interest in this sales contract shall be assigned by City without Braniffs prior written consent, and no delegation of any obligation owed, or of the perfon-nance of any obligation, by City shall be made without Braniffs written consent. Any attempted assignment or delegation shall be void. and totally ineffective for all 4 purposes unless made in conformity with this paragraph. Notwithstanding the foregoing, if City is an authorized distributor of the goods for Braniff, then Braniff s obligations under paragraph 9, tO and 11 hereof, subject to all limitations of this sales contract, shall be extended to the original purchaser of the goods from City. 5