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HomeMy WebLinkAbout14-173 Resolution No. 14-173 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH FEDERAL SIGNAL CORPORATION FOR TWO MECHANICAL SIREN CONTROL SYSTEMS AND SIREN HEAD UPGRADES FOR EMERGENCY WARNING SIRENS 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 Federal Signal Corporation for two mechanical siren control systems and four siren head upgrades for emergency warning sirens, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: December 3, 2014 Adopted: December 3, 2014 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 3rd day of December 2014, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Federal Signal Corporation, a Delaware corporation (hereinafter referred to as "Federal"). NOW, THEREFORE, 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: 1. City shall purchase, and Federal 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 Kane 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. Federal 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 1LCS 505/1, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1, 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, Federal 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, Federal hereby certifies, represents and warrants to the City that all of Federal'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 Federal to determine Federal's compliance with the provisions of this section. In the event the City proceeds with such an audit, Federal shall make available to the City Federal's relevant records at no 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 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. 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 FEDERAL SIGNAL CORPORATION SeM Stega -City Manager Print Name r Attest: City Clerk Signature Title FALegal Dept\Agreement\Purchase agreement-Federal Signal-I 1-14-14 docx 2 ATTACHMENT A Item No. QTY. Model/Part Description Net Cost Total Cost Number I Each 1. 6 EA. 2001-130 OUTDOOR WARNING SIREN,THREE(3) $7,744.00 $46,464.00 SIGNAL, 130Db(C),ELECTROMECHANICAL, ROTATING UNI-DIRECTIONAL 2. 2 EA. DCTB-ACE MECHANICAL SIREN CONTROL SYSTEM, $5,417.28 $10,834.56 MOSCAD/ACE INTERFACE,INCLUDES STANDARD SENSOR PACKAGE 3. 2 EA. ES-PVS220W- SOLAR POWER SYSTEM,INCLUDES EIGHT $8,784.00 $17,568.00 48X2(PT) (8)55W SOLAR PANELS,SOLAR CHARGE CONTROLLER AND POLE MOUNTING FRAMES&HARDWARE NOTES: 1. INSTALLATION SERVICES ARE NOT INCLUDED(SEE BRANIFF COMM.QUOTATION#BCI-ISO42214C.2). 2. MOTOROLA ACE3600 SCADA RTU HARDWARE IS NOT INCLUDED AND TO BE SUPPLIED BY OTHERS. 3. FACTORY INSTALLATION OF MOTOROLA ACE3600 SCADA HARDWARE INTO DCTB-MOSCAD IS INCLUDED. SUBTOTAL: 574,866.56 FREIGHT: $0.00 SALES TAX: $0.00 TOTAL: $74,866.56 ESTIMATED DELIVERY WEIGHT: 5000# DELIVERY: 10 WEEKS (ARO) 3 TERMS DELIVERY. Delivery dates are not guaranteed but are estimated on the basis of immediate receipt by Federal of all information to be furnished by City and the absence of delays, direct or indirect, resulting from or contributed to by circumstances beyond Federal's reasonable control. Federal shall in good faith endeavor to meet estimated delivery dates but shall not be liable to City for any damages as a result of any delay caused or contributed to by circumstances beyond Federal's reasonable control. LIMITED WARRANTY. Federal warrants each new product to be free from defects in material and workmanship, under normal use and service, for a period of two years on parts replacement and two years on factory-performed labor One-year for Informers and all software products, five years on 2001 & Eclipse series siren head from the date of delivery to the first user-purchaser. During this warranty period, the obligation of Federal is limited to repairing or replacing, as Federal may elect, any part or parts of such product which after examination by Federal discloses to be defective in material and/or workmanship. Federal will provide warranty for any unit which is delivered, transported prepaid, to the Federal factory or designated authorized warranty service center for examination and such examination reveals a defect in material and/or workmanship. Federal's warranty shall not apply to components of accessories that have a separate warranty by the original manufacturer, such as, but not limited to,radios and batteries. Federal 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 Federal's factory or authorized warranty service centers. THERE IS NO IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL FEDERAL 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 Federal is claimed to have breached any of its obligations under Ae sales contract, whether of warranty or otherwise, Federal may repair any defective goods, request the return of goods and tender, at Federal's option, a replacement shipment of goods or the purchase price theretofore paid to Federal. Federal shall tender a refund of the purchase price at its option only upon actual receipt of the goods by Federal. If Federal so requests the return of the goods,the goods will be redelivered to Federal, transportation prepaid, in accordance with Federal's instructions. The remedies contained in this and the preceding paragraph constitute the sole recourse against Federal for breach of any of Federal's obligations under the sales contract, whether or warranty or otherwise. In no event shall Federal be liable for consequential damages nor shall Federal's liability of any claim for any direct, incidental, consequential or special damages arising out of or connected with the sales contract resulting directly or indirectly from or contributed to by acts of God; acts of City; civil or military authority;priorities; fires, war; riot; delays in transportation; lack of or inability to obtain raw materials, components, labor, fuel or supplies; or other circumstances beyond Federal's reasonable control,whether similar or dissimilar to the foregoing. 4 PATENTS. Federal shall hold City harmless, to the extent herein provided, against any rightful claim of any third person by way of infringement of any United States Letters patent by such goods as are of Federal's own manufacture, but if City furnished specifications to Federal, City shall hold Federal harmless against any infringement consisting of the use of goods manufactured by Federal as a part of any combination with goods manufactured by City or others. In the event that any goods manufactured by Federal are in any suit held to constitute infringement and their use is enjoined, Federal, if unable within a reasonable time to secure for City the right continue using such goods, either by suspension of the injunction, by securing for City a license, or otherwise, shall, at its own expense, either replace such goods with non- infringing goods or modify such goods so that they become non-infringing, or accept the return of the enjoined goods and refund the purchase price theretofore paid by City less allowance for any period of actual use thereof. Except as in this paragraph provided, Federal makes no warranty that the goods will be delivered free of the rightful claim of any third person by way of infringement or the like and City's remedies will be limited to those provided in this paragraph. ASSIGNMENT AND DELEGATION. No right or interest in this sales contract shall be assigned by City without Federal's prior written consent, and no delegation of any obligation owed, or of the performance of any obligation, by City shall be made without Federal's written consent. Any attempted assignment or delegation shall be void and totally ineffective for all purposes unless made in conformity with this paragraph. Notwithstanding the foregoing, if City is an authorized distributor of the goods for Federal, then Federal's obligations under paragraph 9, 10 and I I hereof, subject to all limitations of this sales contract, shall be extended to the original purchaser of the goods from City. 5