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HomeMy WebLinkAbout16-34 Resolution No. 16-34 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH CLARKE ENVIRONMENTAL MOSQUITO MANAGEMENT, INC. FOR MOSQUITO LARVICIDING 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 Clarke Environmental Mosquito Management, Inc. for mosquito larviciding, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: March 16, 2016 Adopted: March 16, 2016 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk CITY OF ELGIN AGREEMENT FOR RFP Number: 15-045 for: Mosquito Larviciding This Agreement is made and entered into this 16th day of March , 2016 by and between the City of Elgin("the CITY"),a municipal corporation organized and existing under the laws of the State of Illinois, and Clarke Environmental Mosquito Management, Inc., incorporated in the state of Illinois and having a principal place of business at 675 Sidwell Court, St. Charles, IL 60174 ("the CONTRACTOR"). ARTICLE I. DEFINITION. "THIS CONTRACT"as used herein shall mean this Agreement,the Request for Proposal (RFP) including all documents referenced therein and the Contractor's bid response (proposal thereto incorporated by reference herein and made a part hereof). The CONTRACTOR agrees to provide the goods and/or services contemplated by this Agreement all in accordance with the RFP and CONTRACTOR'S Proposal. In the event there is a conflict between this Agreement and the proposal documents, this agreement shall control and supersede any such CONTRACTOR'S proposal or proposal documents. ARTICLE II. SCOPE OF WORK. The CONTRACTOR shall provide the goods or services described in the RFP No. 15-045 and in CONTRACTOR's proposal dated November 4, 2015, with a total price to the City of $31,186. In the event of any conflict between the terms of this form agreement, and CONTRACTOR's proposal, the terms of this form agreement shall supersede and control. Emergency adulticide shall be provided upon request at a cost of$60.00 per mile. ARTICLE III. DURATION. The CONTRACTOR shall commence the performance of THIS CONTRACT upon receipt of a fully-executed CONTRACT from the City. The CONTRACT will terminate on December 31, 2016. The CITY shall have the option to renew THIS CONTRACT with four (4) one year options at the same terms and conditions, including price. ARTICLE IV. 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 equipment 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 V. DAMAGES. From any sums due to the CONTRACTOR for 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 services as a result of any failure, omission or mistake of the CONTRACTOR in providing the goods and services as provided in THIS CONTRACT. ARTICLE VI. GOVERNING LAWS AND ORDINANCES. This CONTRACT is made subject to all the laws of the State of Illinois and the ordinances of the CITY and if any such clause herein does not conform to such laws or ordinances, or in the event any of the terms or provisions herein are deemed to be void or otherwise unenforceable for any reason, such clause shall be void (the remainder of the contract shall not be affected)and the laws or ordinances shall be operative in lieu thereof. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this CONTRACT shall be in the Circuit Court of Kane County, Illinois. 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. The CONTRACTOR agrees that the provisions of Chapter 3.12 of the Elgin Municipal Code, 1976, is hereby incorporated by reference, as if set out verbatim. 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 XI. 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 any 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 CONTRACT,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. 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. 2 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 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 C ITY for damages, penalties or other charges on account of such termination. The City shall pay all invoices Net 30,pursuant to 50 ILCS 505, "Local Government Prompt Payment Act". Payment will not be made on invoices submitted later than six-months (180 days) after delivery of goods and any statute of limitations to the contrary is hereby waived. ARTICLE XIV. ENTIRE AGREEMENT. This CONTRACT embodies the whole agreement of the parties. There shall be no promises,terms, conditions or obligations other than those contained therein; and this CONTRACT shall supersede all previous communications, representations, or agreements, either verbal or written, between the parties. ARTICLE XV. 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 XVI. WAIVER OF INTEREST. Contractor hereby waives any and all claims to interest on money claimed to be due pursuant to this Agreement, 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, as amended (50 ILCS 505/1, et.seq), or the Illinois Interest Act as amended (815 ILCS 205/1, et.seq). ARTICLE XVII. LIMITATION. Contractor shall not be entitled to and hereby waives,any and all rights that it might have to file suit or bring any cause of action or claim for damages against the City of Elgin and/or its affiliates, officers, employees, agents, attorneys, Boards and Commissions, of whatsoever nature and in whatsoever forum after two (2) years from the date of this Agreement. The CONTRACTOR submitting this bid or proposal hereby warrants and represents that to the extent it may be applicable, it is registered with the Illinois Secretary of State's Office or has been incorporated in the State of Illinois; and such entity further hereby warrants and represents that it is in good standing in the 3 state of its incorporation or organization. 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 / / JA L /1.4.—_t/i • i t!i I- • ./!l/ k Thennisc Sea'Stegall / •ontrol Consultant City Manager FEIN No. 36-2391274 F:\Legal Dept\Agreement\Clarke Environmental Mosquito Management Agr-2-29-16.docx 4