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HomeMy WebLinkAbout19-68 Resolution No. 19-68 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH ARROWHEAD REALTY CORPORATION D/B/A CROWN CORPORATE HOUSING FOR FAUCET MOUNTED FILTERS AND CARTRIDGES IN CONNECTION WITH THE LEAD WATER SERVICE PIPE REPLACEMENT PROGRAM 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 a Purchase Agreement on behalf of the City of Elgin with Arrowhead Realty Corporation d/b/a Crown Corporate Housing for faucet mounted filters and cartridges in connection with Lead Water Service Pipe Replacement Program, a copy of which is attached hereto and made a part hereof by reference. s/ David J. Kaptain David J. Kaptain, Mayor Presented: May 8, 2019 Adopted: May 8, 2019 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 8th day of May 2019, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Arrowhead Realty Corporation d/b/a Crown Corporate Housing, a Tennessee corporation, (hereinafter referred to as "Crown" 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 Crown shall sell the goods and/or services described by Attachment A, attached hereto and made a part hereof. 2. 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. Crown 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 Crown agrees that service by first class U.S. mail to James C. Elliott, 1109 Harpeth Industrial Court, Franklin, TN 37064-2223 shall constitute effective service. Both parties hereto waive any rights to a jury. 3. NO MODIFICATION. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 4. 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. 5. INTEREST. Crown 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. 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. 7. 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, Crown 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, Crown hereby certifies, represents and warrants to the City that all of Crown'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. Crown 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 Crown to determine Crown's compliance with the provisions of this section. In the event the City proceeds with such an audit, Crown shall make available to the City Crown's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 8. 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. 9. CONFLICT. In the event of any conflict between the terms and provisions of this purchase agreement and Attachment A , the terms and provisions of this purchase agreement shall control. 10. PAYMENT. City shall pay the total sum of$39,978.00 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. 11. DELIVERY. Crown shall complete delivery of all goods on or before June 30, 2019. 12. 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. 13. 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 Crown's sole expense. 14. INDEMNIFICATION. To the fullest extent permitted by law, Crown 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 Crown or Crown's officers, employees, agents or subcontractors in the performance of this agreement, including but not limited to, all goods delivered or services or 2 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. 15. RELATIONSHIP BETWEEN THE PARTIES. This Agreement shall not be construed so as to create a joint venture, partnership, employment or other agency relationship between the parties hereto. 16. WAIVER. Neither party hereto shall be responsible for any consequential, indirect, punitive or incidental damages for any reason whatsoever. Any delay or failure to enforce any rights by either party arising out of or pursuant to this Agreement shall not constitute, and shall not be construed as, a waiver of any such rights. 17. LIMITATION OF ACTIONS. Crown 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 any nature whatsoever and in whatsoever forum after two (2) years from the date of this Agreement. 18. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement. ARROWHEAD REALTY CORP. d/b/a CROWN CORPORATE HOUSING CITY OF ELGIN Anthony Bennett .lar.d1. i /moi Print Name Richard G. Kozal, City Mana:er ,7: '`75'." ‘gleillAghtt(ia Attes Signature City Cler Operations Manager Title F:\Legal Dept\Agreement\Purchase Agreement-Crown Corporate Housing 4-10-19.docx 3 ATTACHMENT A 4/12/2019 Crown Corporate Housing quote to City of Elgin Model Product Items Per Price Cases Number Description Price Ea. Case Per Case Requested Amount FM3333BV2 PUR White Vertical Faucet Mount with 1 Basic Filter $ 18.85 3 $ 56.55 80 $ 4,524.00 RF33752V2 PUR Faucet Mount Basic Replacement Filter 2 Pk with Tray $ 17.42 3 $ 46.65 760 $ 35,454.00 Total: $ 39,978.00 Prices good through 6/30/19 Shipping on pallets delivered to a dock included on orders greater than $5,000 Estimated Delivery: 5 to 7 business days from receipt of written order