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HomeMy WebLinkAbout19-88 Resolution No. 19-88 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH W.S. DARLEY & CO. FOR FIRE PROTECTIVE TURNOUT CLOTHING 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 W.S.Darley&Co. for fire protective turnout clothing, a copy of which is attached hereto and made a part hereof by reference. s/ David J. Kaptain David J. Kaptain, Mayor Presented: June 12, 2019 Adopted: June 12, 2019 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk PURCHASE AGREEMENT THIS AGREEMENT ("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 W.S. Darley & Co., an Illinois corporation, (hereinafter referred to as"Darley"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 Darley 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; and the Request for Proposal and Seller's bid response incorporated herein by reference. The price per unit shall be $1,984.00. 3. DURATION.This Agreement shall terminate May 31,2021;provided,however that there will be three one (1) year extension options at City's sole discretion. Any price increases for an extension year shall not exceed the Consumer Price Index for Chicago-Gary-Kenosha (all urban consumers category). 4. TERMINATION. Either party hereto may terminate this Agreement at any time for any reason upon thirty (30) days written notice to the other party, without liability, as provided for herein. 5. 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. Darley 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 Darley agrees that service by first class U.S. mail to Paul Darley, 325 Spring Lake Drive, Itasca, Illinois 60143 shall constitute effective service. Both parties hereto waive any rights to a jury. 6. 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, Darley 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, Darley hereby certifies, represents and warrants to the City that all of Darley'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. Darley 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 Darley to determine Darley's compliance with the provisions of this section. In the event the City proceeds with such an audit, Darley shall make available to the City Darley's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 7. ASSIGNABILITY. Darley shall not assign,sell or transfer any interest in this Agreement without prior written consent of the City. 8. NO MODIFICATION. There shall be no modification of this Agreement, except in writing and executed with the same formalities of the original. 9. NOTICES. Any notice given under this Agreement shall be in writing and shall be deemed to have been given when hand delivered or deposited in the U.S. mail, certified or registered, return receipt requested, addressed, if to Darley, at the address set forth above to the attention of the project manager or undersigned representative, and if to the City, to the attention of the City Manager, 150 Dexter Court, Elgin, IL 60120 or to such other address and/or authorized representatives as either party shall designate in writing to the other in the manner herein provided. 10. PUBLICITY. Darley may not use, in any form or medium, the name of the City of Elgin for public advertising unless prior written permission is granted by the City. 11. APPROPRIATIONS. The fiscal year of the City is the 12 month period ending December 31. The obligations of the City under any contract for any fiscal year are subject to and contingent upon the appropriation of funds sufficient to discharge the obligations which accrue in that fiscal year and authorization to spend such funds for the purposes of the contract. If, for any fiscal year during the term of the Agreement, sufficient funds for the discharge of the City's obligations under the contract are not appropriated and authorized, then the Agreement shall terminate as of the last day of the preceding fiscal year, or when such appropriated and authorized funds are exhausted, whichever is later, without liability to the City for damages, penalties or other charges on account of such termination. Payment will not be made on invoices submitted later than six-months (180 days) after delivery of goods and any statute of limitations to the contrary is hereby waived. 12. ENTIRE AGREEMENT. This Agreement embodies the whole agreement of the parties. There shall be no promises, terms, conditions or obligations other than those contained therein; and this Agreement shall supersede all previous communications, representations, or agreements, either verbal or written, between the parties. 13. 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 2 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. 14. INTEREST. Contractor hereby waives any and all claims to interest on money claimed to be due pursuant to this Agreement, 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, as amended(50 ILCS 505/1,et.seq),or the Illinois Interest Act as amended(815 ILCS 205/1,et.seq). I5. 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. 16. 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. 17. PAYMENT. City shall pay the total sum per order 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. 18. 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. 19. 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 Seller's sole expense. 20. 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. IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written. W.S. DARLEY & CO. •F ELGIN Name and Title Richard G. Kozal FEIN NO. , L- 0116C/0 City Manager F:\Legal Dept\Agreement\Purchase Agreement-W.S.Darley&Co.5-I-19.docx AT EST: aflig 4(466 City Clerk 3 ATTACHMENT A RFP FORM RFP's to be opened on 11:00 a.m.,April 22, 2019, at the Purchasing Director's Office, City Hall, 150 Dexter Court,Elgin, Illinois. Name of Vendor: W.S. Darley & Co. To: The Purchasing Director City of Elgin 150 Dexter Court Elgin, IL 60120-5555 Project: RFP 19-028 FIRE PROTECTIVE TURNOUT CLOTHING The undersigned vendor, having examined and determined the scope of the Contract Documents, hereby proposes all labor, services,materials and equipment,and to perform the work as described in the Contract Documents. Unit Pricing for sixty-six to eighty(66-80) coats and pants June 2019 to June 2021 • $1,984.00 Quantity of 33-40 each year, held firm for June 2019 to June 2021.