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Home My WebLink About18-41 Resolution No. 18-41 RESOLUTION AUTHORIZING EXECUTION OF PURCHASE AGREEMENT WITH PURAFIL, INC. REGARDING THE EMERGENCY PURCHASE OF PURAFIL CHLOROSORB ULTRA MEDIA FOR RIVERSIDE AND AIRLITE WATER TREATMENT PLANTS 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 Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute purchase agreement on behalf of the City of Elgin with Purafil, Inc. regarding the emergency purchase of purafil chlorosorb ultra media for Riverside and Airlite water treatment plants, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: March 21, 2018 Adopted: March 21, 2018 Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 21st day of March, 2018,by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Purafil, Inc.,a Georgia Corporation(hereinafter referred to as "PURAFIL" or"Seller"). 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 PURAFIL shall sell the goods and services described by the first option described in Attachment A,attached hereto and made a part hereof. 2. 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. PURAFIL hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County,Illinois for the enforcement of any rights,the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and PURAFIL agrees that service by first class U.S.mail to Purafil, Inc., do 289 S. Culver Street, Lawrenceville, GA 30046 shall constitute effective service. Both parties hereto waive any rights to a jury. 3. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 4. 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. 5. PURAFIL 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 205/1, et seq.), as amended. The provisions of this paragraph shall survive any expiration, completion and/or termination of this agreement. 6. 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. 7. Notwithstanding any other provision of this agreement, it is expressly agreed and understood that in connection with the performance of this agreement, PURAFIL 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, PURAFIL hereby certifies, represents and warrants to the City that all of PURAFIL'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. PURAFIL 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 agreement. The City shall have the right to audit any records in the possession or control of PURAFIL, including, but not limited to federal 1-9 forms to determine PURAFIL'S compliance with the provisions of this section regarding the lawful authorization of PURAFIL'S employees to work in the United States. In the event the City proceeds with such an audit, PURAFIL shall make available to the City PURAFIL'S relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 8. 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. 9. 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. 10. City shall pay the total sum of$298,364 within thirty(30) days of delivery and performance or city's receipt of invoice, whichever is later. The aforementioned total sum is inclusive of all freight,shipping and applicable taxes. 11. PURAFIL shall complete delivery, installation and start-up of all goods and removal and disposal of existing media on or before April 15,2018. 12. In no event shall City be liable for any monetary damages in excess of the purchase price contemplated by this agreement. In no event shall City be liable for any consequential, special or punitive damages,or any damages resulting from loss of profit. 13. Transfer of title, and risk of loss shall pass to the City upon delivery of the goods. All transportation,delivery and payment of any taxes on income shall be at PURAFIL'S sole expense. PURAFIL,INC. a ELGIN Pnnt Name Ric an G.Koza, ity .nager -— --mow Attes gnature City Cler ;Q, 1 )( 91F a9g0A-I62 Title F:\Legal Dept\Agreement\Purchase Agreement-Purafil-3-16-18docx 2 ATTACHMENT A purafil :_ Filtration Group PROPOSAL NUMBER: 18-034-ESP-R1 DATE OF PROPOSAL: March 16, 2018 DATE PROPOSAL EXPIRES: May 16, 2018 PURAFIL EMERGENCY GAS SCRUBBER MEDIA REPLACEMENT FOR RIVERSIDE AND AIRLITE Elgin, IL- Riverside (C98-1232.EGS)and Airlite(L01-4317.EGS)WTPs OPTION: PURAFIL CHLOROSORB ULTRA MEDIA 2.45 Safety Factor for 1-ton oversized 2,350 lb.chlorine cylinder 38,250 lbs. media (850 cu.ft.) shipped in 21.25 slingbags EGS media replacement for two FOCI units, including freight and installation and removal/disposal of spent media: Total Price Standard price after March 27,2018: $419,340 USD Price before or by March 27, 2018: $298,364 USD OPTION: PURAFIL CHLOROSORB MEDIA 1.01 Safety Factor for 1-ton oversized 2,350 lb.chlorine cylinder 42,350 lbs. (847 cu.ft.) shipped in 21.2 slingbags EGS media replacement for two FOCI units, including freight and installation and removal/disposal of spent media: Total Price Standard price after March 27, 2018: $265,948 USD Price before or by March 27, 2018: $190,990 USD STANDARD TERMS AND CONDITIONS APPLY BELOW TERMS: 100% in 30 days after delivery LEAD TIME: Stock subject to availability; 0-2 weeks after P.O. NOT INCLUDED: Taxes CONTACT: Sabrina Phillips,Ph.D. Customer Solutions Applications Specialist Purafil, Filtration Group 2654 Weaver Way Doraville,GA 30340 U.S.A. Office:+1 770.825.7303 Purafil. Inc.2654 Weaver Way, Doraville,Georgia,30340 U.S.A.Phone:+1 770 662 8545 Fax: +1 770 263 6922 www.purafU.com