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HomeMy WebLinkAbout10-32 f • • Resolution No. 10-32 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH NADLER GOLF CAR SALES, INC. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Sean R. Stegall, City Manager, and Diane Robertson, City Clerk,be and are hereby authorized and directed to execute an agreement on behalf of the City of Elgin with Nadler Golf Car Sales,Inc. for the maintenance of the golf cars and global positioning units at Bowes Creek Country Club,a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: January 27, 2010 Adopted: January 27, 2010 Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk • • AGREEMEN T THIS AGREEMENT is made and entered into this 1 1 thlay of January ,20 1 0 ,by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as the "City"), and NADLER GOLF CAR SALES, INC., a corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the "Service Provider"). WHEREAS, the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Service Provider for the Service Provider to provide certain contract services as described in this agreement; and WHEREAS,the Service Provider represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. The Service Provider shall provide all of the services pursuant to the terms and conditions and on the dates and times as described in the document entitled"Nadler Golf Car Sales, Inc. Maintenance Agreement" attached hereto as Exhibit A and made a part hereof(such services including the terms,conditions,dates and times are hereinafter referred to as the"Subject Services"). In the event of any conflict between the provisions of this agreement and the provisions in Exhibit A, the provisions of this agreement shall control. The Service Provider represents and warrants that the Service Provider has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A and that the Subject Services set forth in Exhibit A are integral parts of this agreement and may not be modified, amended or altered except by a written amendment to this agreement agreed to and executed by both parties hereto. 2. The Service Provider shall address all inquiries and requests made pursuant to this agreement to the Assistant City Manager of the City or his designee. 3. In connection with the Subject Services to be performed on other than City properties, the Service Provider warrants and agrees to maintain all facilities and equipment used in the performing of the Subject Services in a clean, sanitary and safe condition and free from defects of every kind whatsoever. Service Provider agrees and warrants that the Service Provider will periodically inspect all of such facilities and equipment for such purposes. Service Provider also warrants that the Service Provider and the Service Provider's facilities and equipment used in the performing of the Subject Services are not now, nor shall be during the term of this agreement in violation of any health,building,fire or zoning code or regulation or other applicable requirements of law. In connection with the Subject Services on properties owned or controlled by the City,Service Provider agrees and warrants to use, and to cause persons participating in the Subject Services to use, through proper supervision and control, all facilities with due care, and to report all defects in or damage to any such facilities, and the cause thereof, if known, immediately to the Golf Services Manager of the City. - - I 4. The City shall pay to the Service Provider for the Subject Services under this agreement the total amount of Fifty-Six Thousand Six Hundred Twenty-Four Dollars($56,624).Such payment by the City to the Service Provider shall be made in three (3) installments pursuant to the payment schedule provided for by Exhibit A. 5. In the event this agreement is terminated or the Service Provider ceases its operations prior to December 1, 2012,the Service Provider shall refund to the City on a prorated per diem basis the funds paid hereunder for the portion of the year remaining after any such termination or for the portion of the year the Subject Services were not provided. 6. Service Provider agrees and warrants that notwithstanding any other provision of this Agreement that in connection with the performance and/or providing of the Subject Services in this Agreement that the Service Provider 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, Service Provider hereby certifies,represents and warrants to the City that all of the Service Provider's employees and/or agents who will be performing and/or providing the Subject Services with respect to this Agreement shall be legal residents of the United States. Service Provider 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 performance of the Subject Services to be provided for in this Agreement. Service Provider shall also perform and provide the Subject Services with due care. The City shall have the right to audit any records in the possession of control of the Service Provider to determine the Service Provider's compliance with the provisions of this section. In the event the City proceeds with such an audit,the Service Provider shall make available to the City the Service Provider's relevant records at no cost to the City. Service Provider shall pay any and all costs associated with any such audit. 7. This agreement shall terminate on December 1, 2012. 8. This agreement shall not be construed so as to create a partnership, joint venture, employment or other agency relationship between the parties hereto. Service Provider understands and agrees that the relationship of the Service Provider to the City arising out of this agreement shall be that of an independent contractor. It is expressly agreed and understood that the Service Provider and the Service Provider's officers, employees and agents are not employees of the City and are not entitled to any benefits or insurance provided to employees of the City. 9. If either party violates or breaches any term of this agreement,such violation or breach shall be deemed to constitute a default, and the other party has the right to seek contractual or legal remedies as may be suitable to the violation or breach; and, in addition, if either party by reason of any default, fails to within fifteen(15)days after notice thereof by the other party to comply with the conditions of the agreement, the other party may terminate this agreement. In the event any legal action is brought by the City for the enforcement of any of the obligations of the Service Provider in this agreement and the City is the prevailing party in such action, the City shall also be entitled to recover from the Service Provider reasonable interest and reasonable attorney's fees. -2- t 10. Notwithstanding any other provision hereof, the City may terminate this agreement with cause at any time upon thirty(30)days prior written notice to the Service Provider. In the event this agreement is so terminated, the Service Provider shall be paid for services actually performed, and reimbursable expenses actually incurred prior to termination,except that reimbursement shall not in any event exceed the total amount set forth for the applicable year under paragraph 4 above. Additionally, in the event this agreement is so terminated, the Service Provider shall immediately cease the expenditure of any funds paid to the Service Provider by the City and shall refund to the City any unearned or unexpended funds. 11. To the fullest extent permitted by law, Service Provider agrees to indemnify, defend and hold harmless the City, its officers,employees,agents,boards and commissions from and against any and all claims, suits,judgments,costs, attorney's fees, damages or other relief, including but not limited to worker's compensation claims,in any way resulting from or arising out of negligent actions or omissions of the Service Provider in connection herewith, including negligence or omissions or agents of the Service Provider arising out of the performance of this agreement and/or the Subject Services. 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 section shall survive any expiration, completion and/or termination of this agreement. 12. The Service Provider shall provide,pay for and maintain in effect, during the term of this agreement, worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Service Provider shall provide to the City certificates of insurance regarding the insurance required in this paragraph. 13. No official, director,officer, agent or employee of the City shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 14. In all hiring or employment made possible or resulting from this Agreement,there shall be no discrimination against any employee or applicant for employment because of sex, age, race, color, creed, national origin, marital status, of the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to,but not be limited to,the following: employment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including apprenticeship. 15. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex,race, color,creed,national origin,age except minimum age and retirement provisions, marital status or the presence of any sensory, mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, of the Agreement by the City. 16. The terms of this Agreement shall be severable. In the event that anyof the terms or g provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason, the -3- remainder of this Agreement shall remain in full force and effect. 17. This Agreement and its exhibits constitutes the entire Agreement of the parties on the subject matter hereof and may not be changed, modified, discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof. 18. This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this agreement shall be in the Circuit Court of Kane County, Illinois. 19. The Service Provider certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E et seq. or any similar state or federal statute regarding bid rigging. 20. As a condition of this contract, the Service Provider shall have written sexual harassment policies that include, at a minimum, the following information: A. the illegality of sexual harassment; B. the definition of sexual harassment under state law; C. a description of sexual harassment, utilizing examples; D. the vendor's internal complaint process including penalties; E. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; F. directions on how to contact the department and commission; G. protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies must be provided to the Department of Human Rights upon request (775 ILCS 5/2-105). 21. Intentionally Omitted. 22. Notwithstanding anything to the contrary in this agreement, with the sole exception of the monies the City has agreed to pay the Service Provider pursuant to Section 4 hereof, no action shall be commenced by the Service Provider, any related persons or entities, and/or any of their successors and/or assigns, against the City for monetary damages. The provisions of this section shall -4- • survive any expiration, completion and/or termination of this agreement. 23. All notices, reports and documents required under this Agreement shall be in writing and shall be mailed by First Class Mail, postage prepaid, addressed as follows: As to the City: As to Service Provider: City of Elgin Nadler Golf Car Sales, Inc. 150 Dexter Court 2700 N. Farnsworth Ave. Elgin, IL 60120-5555 Aurora, IL 60502 Attention: Golf Services Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 24. This agreement is and shall be deemed to construe to be a joint and collective work product of the City and the Service Provider and, as such, this agreement shall not be construed against the other party, as the otherwise purported drafter of same, by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity,vagueness or conflict,if any,of the terms and provisions contained herein. 25. This agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This agreement and the obligations herein may not be assigned by the Service Provider without the express written consent of the City which consent may be withheld at the sole discretion of the City. IN WITNESS WHEREOF, the undersigned have entered into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal NADLER GOLF CAR SALES, INC. corporation By: /Aiwa. X/ By: DAMea c. N/tDcz anager Its: Presir3Pnt Attest: City Clerk F:\Legal Dept\Agreement\Nadler Golf Sales.doc -5- EXHIBIT A Nadler Golf Car Sales, Inc. Maintenance Agreement -6- 2700 North Farnsworth Avenue NADLE R Aurora,Illinois 60502 GOLF CAR SALES, 630-898-1616 INC. Fax 630-898-1638 NADLER GOLF CAR SALES, INC. MAINTENANCE AGREEMENT Pith January, 2010 This Agreement made and entered into in duplicate this ZOO day of tgf IEIME by and between Nadler Golf Car Sales, Inc., hereinafter called "FIRST PARTY", and CITY OF ELGIN/BOWES CREEK G.C. hereinafter called "SECOND PARTY"; both Parties hereby agree as follows: QUANTITY AND DESCRIPTION OF EQUIPMENT TO BE MAINTAINED: Seventy-Three (73), 2009 Model Club Car Precedent i2 Electric Golf Cars. Seventy-Seven (77) Club Car Guardian SVC GPS Units. (Includes Service&Yardage Fees) 1. All service and maintenance for the Club Car Guardian SVC GPS Units will be preformed by . GPSI (GPS Industries). 2. During the term of this Agreement FIRST PARTY agrees to: maintain vehicles in first class mechanical condition, provide weekly service from May 1st through October 1st of each respective year, provide all mechanical parts and associated labor, provide winter reconditioning of said vehicles which includes attached check sheet, perform battery discharge tests, completely wash vehicles during reconditioning process, and provide transportation of vehicles for reconditioning. 3. During the term of this Agreement repairs/replacements may be required which are not covered under said Agreement. These repairs/replacements will be provided by FIRST PART on a TIME & MATERIAL basis. These repairs/replacements include I ited4®: c-b'1 ' A) Any cosmetic repair B) Any battery charger repair C) Any tire repair D) Batteries not covered under warranty E) Computers & Controllers not covered under warranty F) Any repairs necessary due to accidents, misuse, or abuse Exhibit A 4. Said vehicles are to be used at the Golf Course known as. BOWES CREEK GOLF CLUB and only at said Golf Course for the purpose of providing transportation to golf players when playing golf Said vehicles are not to be used at any other location or for any other purpose without consent of FIRST PARTY. 5. SECOND PARTY agrees to pay to FIRST PARTY according to the following Payment Schedule. PAYMENT SCHEDULE August 1, 2009 $ 0.00 April 1, 2010 $17,658.00 April 1, 2011 $18,753.00 April 1, 2012 $20,213.00 6. Said Agreement shall terminate DECEMBER 1, 2012 FIRST PARTY NADLER GOLF CAR SALES, INC. ADDRESS: 2700 N. FARNSWORTH AVE. BY • 1 d7AURORA, IL 60504 SECOND PARTY CITY OF ELGIN/BOWES CREEK G. C. ADDRESS: 150 DEXTER COURT BY � ELGIN, IL 60120 Se R. Stegall City Manager J 4t December January 107, 2009 4A ' 4 �A - te 1 t > TO: Mayor and Members of the City Council - _ /emeotional,Lcisurc and FROM: Sean R. Stegall, City Manager c:ulnrra-oppornann forAll('aims Randy Reopelle, Parks and Recreation Director SUBJECT: Nadler Golf Car Maintenance Agreement PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information to consider entering into an agreement with Nadler Golf Car Sales, Inc. for the maintenance of the golf cars and global positioning units at Bowes Creek Country Club. RECOMMENDATION It is recommended that the City Council approve the agreement with Nadler Golf Car Sales, Inc. in the amount of$56,624. BACKGROUND As part of the City's partnership with Toll Brothers and the development of Bowes Creek Country Club, Toll Brothers purchased a fleet of Club Car golf cars with the Guardian global positioning system for the City. This fleet, valued at$241,000, requires weekly maintenance and annual preventative maintenance for the cars and the global positioning system. Nadler is the local distributor of all Club Car golf cars in the region and has proprietary rights on all replacement parts. They have also partnered with GPS industries for the maintenance of global positioning devices. As a result of these agreements, they are a sole source provider for the maintenance of them. The agreement is for three years of service and concludes December 31, 2012. COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None FINANCIAL IMPACT The cost for the three annual maintenance agreements with Nader Golf Car Sales is $56,624, Nadler Golf Car Maintenance Agreement December January 107, 2009 Page 2 with the 2010 portion being $17,658. There are sufficient funds budgeted ($38,000) and available ($38,000) in the Golf Fund, account number 540-5805-775.45-15, to pay for the servicagreemente. LEGAL IMPACT None ALTERNATIVES 1. The City Council may choose to approve the maintenance agreement with Nadler Golf Car Sales, Inc. in the amount of$56,624. 2. The City Council may choose not to approve the maintenance agreement with Nadler Golf Car Sales, Inc. in the amount of$56,624. Respectfully submitted for Council consideration. ml `0OFEt0 . r ',\ City of Elgin Memorandum RgTED v Date: February 4, 2010 To: Michael Lehman, Golf Services Manager From: Jennifer Quinton, Deputy City Clerk Subject: Resolution No. 10-32, Adopted at the January 27, 2010 Council Meeting Enclosed you will find the agreement listed below. Please retain a copy for your records. If you have any questions please feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you. • Agreement with Nadler Golf Car Sales, Inc. 1 J