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HomeMy WebLinkAbout19-79 Resolution No. 19-79 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH AIR ONE EQUIPMENT, INC. FOR SELF-CONTAINED BREATHING APPARATUS UNITS 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 Air One Equipment, Inc. for self-contained breathing apparatus units, a copy of which is attached hereto and made a part hereof by reference. s/ David J. Kaptain David J. Kaptain, Mayor Presented: May 22, 2019 Adopted: May 22, 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 22nd day of May, 2019, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Air One Equipment, Inc., an Illinois corporation (hereinafter referred to as "Air One"). 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 Air One shall sell to City the goods and/or services described by Attachment A,attached hereto and made a part hereof. 2. This agreement shall be subject to the terms and conditions contained herein and as provided by Attachment A. 3. 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. Air One 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 Air One agrees that service by first class U.S. mail to Air One Equipment, Inc., c/o Sandra M. Frey, 360 Production Drive, South Elgin, IL 60177 shall constitute effective service. Both parties hereto waive any rights to a jury. 4. There shall be no modification of this agreement, except in writing and executed with the same formalities of the original. 5. 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. Air One 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. Notwithstanding any other provision of this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement, Air One 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, Air One hereby certifies, represents and warrants to the City that all of Air One'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. Air One 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 Air One to determine Air One's compliance with the provisions of this section. In the event the City proceeds with such an audit, Air One shall make available to the City Air One's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 8. 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. 9. 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. 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. Transfer of title and risk of loss shall pass to the City upon delivery of goods. All transportation and delivery shall be at Air One's sole expense. 12. City shall pay the total sum of $22,973.00 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. 13. 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. Air One shall complete delivery of all goods on or before July 26,2019. 15. To the fullest extent permitted by law, Air One 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 2 liability arising out of or resulting from or through or alleged to arise out of any acts or negligent acts or omissions of Air One or Air One's officers, employees, agents or subcontractors in the performance of this agreement, including but not limited to, all goods delivered or services or 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. 16. This Agreement shall not be construed so as to create a joint venture, partnership, employment or other agency relationship between the parties hereto. 17. 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. 18. Air One 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. 19. Time is of the essence of this Agreement. AIR ONE EQUIPMENT, INC. CITY OF ELGIN SigAiblei4- /7111 - R E/ '-.,:e.."/V-, 6:0Lef;--'Y- Print Name Richard G. Koza , Ci Manag: ( A Atte t /k11444, i ture City Cl r f'Qf i bu'T Title F:\Legal Dept\Agreement\Purchase Agreement-Air One Equip-4-29-19.docx 3 ATTACHMENT A Air One Equipment, Inc. Quotation . 360 Production Drive,South Elgin IL 60177 Telephone:(847)289-9000 Fax:(847)289-9001 AIR ONE website:www.aoe.net EQUIPMENT,INC. TO: ELGN POLICE DEPT SWAT Date: 2-25-19 ATTN: SGT.JIM LALLEY REF: G1 2013 EDITIION SCBA We are pleased to submit the following quotation in accordance with your request and subject to the Terms and Conditions listed below. Qty Part Number Description Each Extended MSA G1 FIRE SERVICE SCBA 2013 EDITION.4500 PSI, QC REMOTE 4 CONNECTION, STANDARD HARNESS W/ $ 4,195.00 $ 16,780.00 CHEST STRAP, ADJUSTABLE SWIVELING LUMBAR PAD RECHARGEABLE BATTERY PACK 4 10175707 330 MIN 4500 PSI CARBON CYLINDERS W/ $ 695.00 $ 2,780.00 QC 12 10156459 MSA G1 FACEPIECE W/4 PT. HARNESS $ 249.00 $ 2,988.00 1 10158385 G1 RECHARGEABLE BATTERY 6 BANK $ 425.00 $ 425.00 CHARGER $ $ $ $ $ $QUOTE GOOD FOR 30 DAYS. FREIGHT OR DELIVERY CHARGES MAY APPLY Total of All Equipment 22,973.00 Estimated Delivery: BY: /i/1%? w On Request John Dinneen-Air One Equipment,Inc.