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Home My WebLink About19-0612 BCR Automotive Group i9-ob1� PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 12th day of June 2019, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and BCR Automotive Group, LLC, an Illinois limited liability company, (hereinafter referred to as "BCR" or "Seller"). NOW, THEREFORE, for and in consideration of the promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. PURCHASE. City shall purchase, and BCR shall sell the goods and/or services described by Attachment A, attached hereto and made a part hereof. 2. TERMS. This agreement shall be subject to the terms and conditions contained herein and as provided by Attachment A, and Suburban Purchasing Cooperative Contract #180 ("SPC"), incorporated herein by reference. 3. LAWNENUE. 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. BCR 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 BCR agrees that service by first class U.S. mail to HSK Agent Services, Inc., 2610 Lake Cook Rd., Suite: 200, Riverwoods, Illinois 60015 shall constitute effective service. Both parties hereto waive any rights to a jury. 4. NO MODIFICATION. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 5. MERGER. 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. INTEREST. BCR 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. 7. SEVERABILITY. 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. 8. COMPLIANCE WITH LAW. Notwithstanding any other provision of this agreement, it is expressly agreed and understood that in connection with the performance of this agreement, BCR 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, BCR hereby certifies, represents and warrants to the City that all of BCR'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. BCR 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 BCR to determine BCR's compliance with the provisions of this section. In the event the City proceeds with such an audit, BCR shall make available to the City BCR's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 9. EXECUTION. 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. CONFLICT. 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. In the event of any conflict between the terms and provisions of this agreement and the SPC,the terms and provisions of this agreement shall control. 11. PAYMENT. City shall pay the total sum of $211,781 pursuant to Attachment A within thirty (30) days of delivery or city's receipt of invoice, whichever is later. The aforementioned total sum is inclusive of all freight, shipping and applicable taxes. 12. DELIVERY. BCR shall complete delivery of all goods on or before September 1, 2019. 13. LIMITATION OF DAMAGES. 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. 14. TRANSFER OF TITLE/RISK. Transfer of title, and risk of loss shall pass to the City upon delivery of the goods. All transportation and delivery shall be at BCR's sole expense. 2 BCR AUTOMOTIVE GROUP, LLC CITY 0 GIN /AR/A/J /ci,AuFF Print Name Richard G. ozal, City Manager Attest Signature City C - k COr' AEfhetAL Acct.4,ti s /k4 k6 Title i '.Legal Dept',,\greenicnt\Purchase \grcenicnt-RCR Auto-2019 Ford F350 Trucks 5-2-19.docx 3 ATTACHMENT A 303 W. Grand Ave, T- Bensenville, IL 60106. �,; ! � / �L./Ck .LL. 1. ,; r Tel: (630) 279 - 6000 :',,0y Fax: (630) 451 - 3509 � , 'xrr�d_ C br1ter www.roeschford.corn Buyer CITY OF ELGIN Co-Buyer Street 150 DEXTER CT. City, St,Zip ELGIN,ILL 60120 County COOK Phone 847-774-3841 Fax Date 04/11/19 Contact BOB LENHART Email MAir'AKE MEL -COLOR STKiI 'YEAR FORD F350 WIrfITE FACTORY ORDER 2019 BODY STYLE TYPE OF SALE SALESPERSOV VINE REG CAB 4X4 CASH B.KIdDUFF PLEASE TAKE NOTICE: THIS ORDER IS NOT VALID UNLESS SIGNED BY MANAGEMENT OFF ROESCH FORD I I.Any USED motor vehicle sold to Purchaser by Dealer under this Order is sold at the time of delivery by Dealer without any guarantee or warranty,expressed or implied,including any implied warranty of merchantability or fitness for a particular purpose,as to its condition or the condition of any part thereof except as may be otherwise specifically proviled in writing on the face of this order or in a separate writing furnished to Purchaser by Dealer. Signature of Customer � 1 (5)2019 FORD F350 REGULAR CAB PICKUP'S 8'BED/PLOWS PER CITY OF ELGIN SPECIFICATIONS SPC CONTRACT#180$35545.00 EACH (1)2019 FORD F350 REGULAR CAB PICKUP 8'BED I LIFTGATE PER CITY OF ELGIN SPECIFICATIONSSPC CONTRACT#180$34056.00 EACH VEHICLE PAYOFF INFORMATION TOTAL CASH SALE PRICE $211,781.00 COMPANY Trade-in Value $0.00 Sub-Total $211,781.00 ADDRESS Electronic Registration Tax $0.00 Sales tax $0.00 License&Title $0.00 PHONE Documentation $0.00 CONTACT Safety Inspection $0.00 Cook County Use Tax(1.00%) $0.00 ACCOUNT# GOOD UNTIL Add Payoff $0.00 DESCRIPTION OF USED TRUCK TRADE-IN TOTAL CASH DELIVERED PRICE $211,781.00 YEAR MODEL MAKE Extended Service Plan BODY STYLE '1,ERtAt s Rebate $0.00 1)This agreement is sut4ect to the additional terms and conditions on the back of ,Deposit Receip• flus order C.O.D. $211,781.00 2)No other agreement,verbal or otherwise,will be honored.Read this order on both sides to avoid any misunderstandings 3)Sates Tax to be calculated based on IL stale tax law in effect at time of delivery _Contract 1 AGREE TO THE TERME 8 CONDITIONS HEREIN BALES ASSOCIATE APPROVED BY CITYOFELGIN04042019 FO F350