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HomeMy WebLinkAbout19-60 Resolution No. 19-60 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH GRAYBAR ELECTRIC COMPANY INC. FOR PROGRAMMABLE LOGIC CONTROLLER UPGRADES BE IT 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 a Purchase Agreement on behalf of the City of Elgin with Graybar Electric Company,Inc.,for programmable logic controller upgrades,a copy of which is attached hereto and made a part hereof by reference. s/ David J. Kaptain David J. Kaptain, Mayor Presented: April 24, 2019 Adopted: April 24, 2019 Omnibus Vote: Yeas: 8 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 24th day of April 2019, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Graybar Electric Company, Inc., a New York corporation, (hereinafter referred to as "Graybar" 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. PURCHASE. City shall purchase, and Graybar 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, attached hereto and made a part hereof. 3. LAW/VENUE. 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. Graybar 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 Graybar agrees that service by first class U.S. mail to Graybar Electric Company, Inc., 900 Regency Drive, Glendale Heights, Illinois 60139 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. Graybar 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 remainder 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, Graybar 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, Graybar hereby certifies, represents and warrants to the City that all of Graybar'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. Graybar 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 Graybar to determine Graybar's compliance with the provisions of this section. In the event the City proceeds with such an audit, Graybar shall make available to the City Graybar'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. 11. PAYMENT. City shall pay the total sum of$90,522.51 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. Graybar shall complete delivery of all goods on or before November 1, 2019; provided, however, that the aforementioned delivery date shall be extended concomitant with any delay in City's placing of an order and release to proceed. 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 Graybar's sole expense. GRAYBAR CIT :fIL/?L � LOIN L ac,i /f Print Name Ric and G. Koza, Ci an.7.e : _ Attes Ir- - A Signature City er �. ��. ✓ A .!s/ .Ay`/a Title ' F:\Legal Dept\Agreement\Purchase Agreement-GraybaR-3-27-19.docx 2 ATTACHMENT A City of Elgin -Automation Systems Migration 4-15-19 Project Pricing Summary(BOTH Projects): Proposals as of 4/15/2019 River Intake PLC Shale Water Tower COMBINED REQUIRED/OPTIONAL System Modernization Includes: PLC program conversion Installation and Startup PLC Hardware as listed No Cables Included $31,124.67 $25,977.11 $57,101.78 REQUIRED Software Support RENEWAL and Migration to Group(3- seat)software license $8,586.00 I $8,586.00 REQUIRED *COMBINED* RECOMMENDED SPARES(1 of each unique module,INCLUDING BMXNOMO110 and BMXNRP200. Exception: Includes 2 power supplies) $7,234.73 $7,234.73 OPTIONAL Training-On-Site-PRIOR to On-Site Commissioning -Unity Pro Level 1-Formal Training -3 days -Includes travel and materials $13,400.00 $13,400.00 TRAINING Training- Immediately AFTER On-Site Commissioning -Informal APPLICATION training -2 days $4,200.00 $4,200.00 TRAINING 'TOTAL: $90,522.51,MATCH Alternate Breakout: System Modernization(BOTH SYSTEMS) *AND* Programming Software&Support Includes: PLC program conversion Installation and Startup PLC Hardware as listed No Cables Included $65,687.78 REQUIRED TRAINING(Pre&Post Commissioning): $17,600.00 TRAINING Spares 1 of each unique module,INCLUDING BMXNOMO110 and BMXNRP200. Exception: Includes 2 power supplies) $7,234.73 OPTIONAL 'TOTAL: $90,522.51,MATCH PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 24th day of •April 2019, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Graybar Electric Company, Inc., a New York corporation, (hereinafter referred to as "Graybar" 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. PURCHASE. City shall purchase, and Graybar 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, attached hereto and made a part hereof. 3. LAW/VENUE. 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. Graybar 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 Graybar agrees that service by first class U.S. mail to Graybar Electric Company, Inc., 900 Regency Drive, Glendale Heights, Illinois 60139 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. Graybar 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 remainder 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, Graybar 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, Graybar hereby certifies, represents and warrants to the City that all of Graybar'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. Graybar 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 Graybar to determine Graybar's compliance with the provisions of this section. In the event the City proceeds with such an audit, Graybar shall make available to the City Graybar'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. 11. PAYMENT. City shall pay the total sum of$90,522.51 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. Graybar shall complete delivery of all goods on or before November 1, 2019; provided, however, that the aforementioned delivery date shall be extended concomitant with any delay in City's placing of an order and release to proceed. 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 Graybar's sole expense. GRAYBAR CI : r"LGIN Quv ✓ 6leer Print Name 'ichard G. Koza, City Manager Atte •• Signature City er!, .G/ -eA/a Title F:\Lega1 Dept\Agreement\Purchase Agreement-GraybaR-3-27-19.docx 2 ATTACHMENT A City of Elgin -Automation Systems Migration 4-15-19 Project Pricing Summary(BOTH Projects): Proposals as of 4/15/2019 River Intake PLC Shale Water Tower COMBINED REQUIRED/OPTIONAL System Modernization Includes: PLC program conversion Installation and Startup PLC Hardware as listed No Cables Included $31,124.67 $25,977.11 $57,101.78 REQUIRED Software Support RENEWAL and Migration to Group(3- seat)software license $8,586.00 $8,586.00 REQUIRED *COMBINED* RECOMMENDED SPARES(1 of each unique module,INCLUDING BMXNOM0110 and BMXNRP200. Exception: Includes 2 power supplies) $7,234.73 $7,234.73 OPTIONAL Training-On-Site-PRIOR to On-Site Commissioning -Unity Pro Level 1-Formal Training -3 days -Includes travel and materials $13,400.00 $13,400.00 TRAINING Training-Immediately AFTER On-Site Commissioning -Informal APPLICATION training -2 days $4,200.00 $4,200.00 TRAINING (TOTAL: $90,522.51,MA TCH Alternate Breakout: System Modernization(BOTH SYSTEMS) *AND* Programming Software&Support Includes: PLC program conversion Installation and Startup PLC Hardware as listed No Cables Included $65,687.78 REQUIRED TRAINING(Pre&Post Commissioning): $17,600.00 TRAINING Spares 1 of each unique module, INCLUDING BMXNOM0110 and BMXNRP200. Exception: Includes 2 power supplies) $7,234.73 OPTIONAL `TOTAL: $90,522.51,MATCH