HomeMy WebLinkAbout14-66 Resolution No. 14-66
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT
WITH SMITH ECOLOGICAL SYSTEMS COMPANY FOR
THE PURCHASE OF LIME FEEDER CONTROLLER UPGRADE EQUIPMENT
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 Smith Ecological Systems Company for the
purchase of lime feeder controller upgrade equipment, a copy of which is attached hereto and
made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: May 28, 2014
Adopted: May 28, 2014
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
CITY OF ELGIN AGREEMENT FOR
Purchase of Lime Feeder Controller Upgrade Equipment
This Agreement is made and entered into this 28thday of May , 2014 by and between
the City of Elgin ("the CITY"), a municipal corporation organized and existing under the laws of
the State of Illinois, and Smith Ecological Systems Company, incorporated in the state of
Illinois and 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 quotation dated March 18, 2014, attached hereto and made a part hereof as
Attachment A. The agreement is for the purchase of three (3) retrofit kits for controllers on
existing lime and soda ash feeders to the current Congrav CB Plus controllers. 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
4: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 June 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 June 30, 2014.
Compensation to the CONTRACTOR shall be in the total amount of sixty-two thousand seven
hundred and thirty-four dollars and fifty-three cents ($62,734.53) payable in 1 installment of
$62,734.53.
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.
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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 or 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.
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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 CIT S purchase from the CONTRACTOR as provided
in this agreement shall include the warranty typically provided by the CONTRACTOR
for the equipment being purchased herein. ,
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 XVIL TIME. Time is of the essence of this agreement.
The person signing this agreement certifies that s/he has been authorized by the CONTRACTOR
to execute this agreement on its behalf.
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ARTICLE XVIII. SIGNATURES. 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.
CONTRACTOR (1 CI Y F ELGIN
Lf, -A
Name and Title v can Stegall
�Yq City Manager
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FEIN NO. Ind
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A& SES Purchase Agreement Attachment A
VV
Smith Ecological Systems Company
1817 17th Ave.
Rockford, IL 61104
3/18/2014 806
Phone# 815/968-8079
Fax# 815/968-8506
Srt
ELGIN WATER DEPT.
FINANCE DEPARTMENT
150 DEXTER CT.
ELGIN, IL 60120
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Net 20 MWB
F lk 4
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3 009845 Retrofit kit 63,000.00
Discount 5%quantity discount -565.47
FREIGHT Estimated shipping 300.00
Lead time 4-5 weeks
Price validity:30 days
Pricing does not include 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 $62,734.53
of one(1)year from date of installation(not to exceed 18 months from date of shipment).
Warranty shall be limited to the exchange of defective parts,excluding all labor and shipping
costs.
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