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Home My WebLink About20-0326C BCR Automotive Group LLC PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 18th day of March , 2020, 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: I. 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 9180 ("SPC"), incorporated herein by reference. 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. 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 ofthis 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 WI'S'H 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 authorizedto 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 shal:.l pay the total sum of$74,462 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 1,2020. 13. LIMITATION OF DAMAGES. In no event shall City be liable for any monetary damages in excess of the purchase priceicontemplated 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 SCR's sole expense. 2 i I BCR AUTOMOTIVE GROUP, LLC CI IN Print Name Richard /. K zal, CityManag Attest. Signature Cit Jerk /�l4Nt ct c �t L(YtC kr7z / (;A Title FALegal DepAAgreemeWPurchuse Agreement-BCR Auto-2020 Ford F350 Trucks 2-14-20.docx 3 ATTACHMENT A 303 43rand Ave, T/'LlC�C Bensenville, IL 60106. � Tel. (630) 279 — 6000 , Fax: (630) 451 — 3509 www.roeschford.corn Buyer CITY OF ELGIN Co-Buyer Street _ 150 DEXTER (J. _ City,St, zip ELGIN,ILL 60120 County COOK Phone 847-774-3841 t=ax Date 02/05/20 Contact BOB LENHART Email MAKE jM DEL COLOR STK# \'EA FORD F350 _ WHITE FACTORY ORDER 2020 BODY STYLE - TYPE �SALE - -� SALESPERSON VIN# REG CAB 4X4 CASH B.KILDUFF PLEASE TAKE NOTICE: THIS ORDER IS NOT VALID UNLESS SIGNED BY MANAGEMENT OF ROESCH FORD 11.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 wan anty of merchantability or fitness for a particular purpose,as to its condition or the condition of any part thaeof except as may be otherwise specifically provided in writing on the face of this order or in a separate writing furnished to Purchaser by Dealer. Signature of Customer j (2)2020 FORD F350,REGULAR CAB 4X4 PICKUPS 8'BED/PLOWS �- PER CITY OF ELGIN SPECIFICATIONS SP180$37231.00 EACH I VEHICLE PAYOFF INFORMATION TOTAL CASH SALE PRICE $74,462.00 COMPANY Trade-in Value $0.00 Sub-Total $74,462.00 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 UN'riL Add Payoff _ $0.00 DESCRIPTION OF USED TRUCK TRADE—IN TOTAL CASH DELIVERED PRICE $74,462.00 YEAR MODEL MAKE Extended Service Plan 80DY STYLE __._ E7f7AT.-d�"-- Rebate $0.00 I)This agreement is subject to the addtkinat leans and conditions on the back of Deposit Reeeipr this order C.O.D. $74,462.00 2;No other agreement,verbal orothenvise,will be honored.Read this order on both sides to avoid any nlsunderstandings _ 3)Sales Tax to be calculated based on IL state tax iaw in effect at time of delivery lContract —� IA6REE TO THE TERMS&CONDRgN$MEREW JVLES ASSO�TE r APPROVED BY CITYOFELGIN 02052020(2)F350 FO ao- b3ab Agenda Bid Item: Joint Purchasing Cooperative — 2020 Fleet Purchases ($1,375,252) • There are three separate agreements.