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HomeMy WebLinkAbout20-0527 Vehicle Service Group ao` oG a 4 'rF; SoXd i c:� May 27, 2020 Agenda Grp Bid Item: #5 — Sourcewell Purchasing Cooperative — Public Works Fleet Division Vehicle Lift Purchase ($76,995 JOINT PURCHASING BASED AGREEMENT THIS AGREEMENT is hereby made and entered into this 27 day of May , 2020, by and between the City of Elgin; Illinois, a municipal corporation (hereinafter referred to as "City") and Vehicle Service Group, a Delaware limited liability company(hereinafter referred to as "VSG" 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 VSG 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-price, terms and conditions contained herein; as provided by Attachment A; and as provided by a joint purchase agreement through Sourcewell, formerly known as National Joint Powers Alliance (NJPA), under Contract No. 061015-RRL, attached hereto and made a part hereof as Attachment B (hereinafter referred to as the "JPA"). 3. CONFLICT. In the event of any conflict between any of the terms and provisions of this agreement and either Attachment A or the JPA, or any portion thereof, the terms and provisions of this agreement shall supersede and control. In the event of a conflict between Attachment A and the JPA, Attachment A shall supersede and control. Notwithstanding anything to the contrary provided for herein or in any attachments hereto payment terms shall be as provided for herein; namely, City shall pay the total sum of$76,995.62 within thirty(30) days of delivery or other performance, or city's receipt of invoice, whichever is later. Further, notwithstanding anything to the contrary provided for in Attachment A, all language under the heading "ADDITIONAL TERMS AND CONDITIONS", in Attachment A shall not apply, and shall be of no force and effect. Additionally, no restocking fees shall be applicable. 4. 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. Vehicle Service 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 Vehicle Service agrees that service by first class U.S. mail to Corporation Service Company, 135 N. Pennsylvania Street, Suite 1610, Indianapolis, IN 46204 shall constitute effective service. Both parties hereto waive any rights to a jury. 5. NO MODIFICATION. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 6. MERGER. This agreement embodies the whole agreement of the parties regarding the subject matter hereof. There are no promises, terms, conditions or obligations other than those contained herein .regarding the subject matter hereof, and this agreement shall supersede, supplant and replace all previous communications, representations or agreements, either verbal, written or implied between the parties hereto regarding the subject matter hereof. 7. INTEREST. VSG 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. 8. 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. 9. 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, VSG 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, VSG hereby certifies, represents.and warrants to the City that all of VSG'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. VSG 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 VSG to determine VSG's compliance with the provisions of this section. In the event the City proceeds with such an audit, VSG shall make available to the City VSG's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 10. PAYMENT. City shall pay the total sum of $76,995.62 within thirty (30) days of delivery or other performance, or city's receipt of invoice, whichever is later. The aforementioned total sum is inclusive of all applicable freight, shipping and taxes. 11. DELIVERY. VSG shall complete delivery of all goods and/or shall provide all services on or before December 31, 2020. 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 any applicable goods. All transportation and delivery shall be at VSG's sole expense. 14. INDEMNIFICATION. To the fullest extent permitted by law, VSG 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 VSG or VSG's officers, employees, agents or subcontractors in the 2 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. 15. 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 which may be signed electronically or 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. The person signing this agreement certifies that s/he has been authorized by the Seller to commit the Seller contractually and has been authorized to execute this agreement on its behalf. IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written. VEHICLE SERVICE GROUP, LLC CITY OF ELGIN • 10Christine Bilz Print Name Richard G. Ko al, City MIrnager CAS 15a Signature ATTEST Government Sales Leader Title City Clerk FALegal Dept\Agreement\Vehicle Services Group Purchase Agr 4-23-20.docx 3 ATTACHMENT A Rotary Lift , Sourcewell Contract Quotation Contract Number: 061015-RRL -„ o _ nv Quote#: 2020103 Prepared By: Christine Bilz Date: 1/29/2020 Requested By: Bob Lenhart *If the completion of the installation is Quote Expires: 2/29/2020 delayed more than one month due to Payment Terms: 1/2%-15th,NET 30 governmental entity delays (i.e. electrical Warranty: 1 yr. Parts & Labor etc.), then Rotary can request partial payment for the portion of work completed Note: Quote for equipment and setup/training, (both equipment and installation). Project Name: City of Elgin Member#25158 Model No. Description Unit Price Ea. Qty. Extended Price Flex 619 Portable(6) Column Lift With Remote Control $ 66,997.38 1 $ 66,997.38 Operation Battery Powered 112,8001b Capacity RS2052SYL "Ajustable Jack Stand 20,0001b 34.3"-55.5" $ 714.66 6 $ 4,287.96 RS20YL Ajustable Jack Stand 20,0001b 56.1"-82.3" $ 802.38 6 $ 4,814.28 XXX01CTT, Setup and training $ 896.00 1 $ 896.00 *does not include any applicable sales tax Freight Pre Paid By Rotary Lift Total Price: $ 76,995.62 ADDITIONALTERMS AND CONDITIONS: By submitting a purchase order to Vehicle Service Group, LLC. (VSG), customer accepts and agrees to these terms and conditions as additional terms to the extisting agreement between the parties referenced on the face of this quotation(Existing Agreement), notwithstanding anything to the contrary contained therein. All additional or different terms and conditions contained in Customer's purchase order are hereby rejected. No additional or different terms or conditions,or any modifications,changes, or amendments to these terms of the existing agreement shall be binding on VSG, unless expressly accepted by VSG in writing. DISCLAIMER: Notwithstanding anything to the contrary in the Existing Agreement, VSG shall not be liable for any loss,damage or additional costs arising from unforeseen conditions affecting installation, including but not limited to contaminated soil, bed rock, in-floor heating system, high water conditions,or any othertype of in-ground conditions. Customer acknowledges and agrees that Customer shall be responsible for any additional costs due to such conditions, in addition to the installation price set forth herein. i DELAY: Notwithstanding anything to the contrary in the Existing Agreement, if delivery of the equipment or completion of the work is delayed by more than thirty(30)days due to the acts or ommission of Customer or any third party other than VSG or its sub- contractors,VSG may require Customer to render payment for equipment manufactured or delivered,and portions of the work completed,within thirty(30)days from the date of VSG's invoice, in the amounts set forth in such invoice. *Cancelled orders or returned goods are subject to 20% restocking fee Sourcewell#: 061015-RRL Rotary Lift CAGE#: 7K311 2700 Lanier Dr. Tax ID#: 90-0501347 Madison,IN 47250 DUNS#: 00-638-2634 Christine Bilz,Government Sales Leader ATTACHMENT B Contract Award RFP#061015 FORM D •�d�JPA e•i Formal Offering of Proposal (To be completed Only by Proposer) - FLEET-RELATED MAINTENANCE EQUIPMENT, SUPPLIES, SERVICES,AND INVENTORY MANAGEMENT SOLUTIONS In compliance with the Request for Proposal (RFP)for FLEET-RELATED MAINTENANCE EQUIPMENT,SUPPLIES, SERVICES,AND INVENTORY MANAGEMENT SOLUTIONS, the undersigned warrants that I/we have examined this RFP and, being familiar with all of the instructions; terms and conditions, general specifications, expectations, technical specifications,service expectations and any special terms,do hereby propose,fully commit and agree to furnish the defined equipment/products and related services in full compliance with all tenns, conditions of this RFP, any applicable amendments of this RFP, and all Proposer's Response documentation. Proposer further understands they accept the full responsibility as the sole source of responsibility of the proposed response herein and that the performance of any sub- contractors employed by the Proposer in fulfillment of this proposal is the sole responsibility of the Proposer. Vehicle Service Group, LLC. /Rotary Lift09, 2015 Company Name: Date: June Company Address: 2700 Lanier Dr. I City: Madison State: IN Zip: 47250 Contact Person: Christine Bilz Title: Government Sales Leader Authorized Signature (ink only): �� Christine Bilz (Name printed or typed) t f i ;3 I i 40 Poi mF? JPA '. Contract Acceptance and Awat'd (To be completed only by NJPA) NJPA#001()(5 FLEET-RELATED MAINTENAINCE EQUIPIN ENT,SUPPLIES, SERVICES,AND INVENTORY tNIANAGEMENT SOLUTIONS Vehicle Service Group, LLC/Rotary Lift Proposer's full le-al name Your proposal is hereby accepted and awarded, subject to the amendment contained in this Acceptance and Award. As an awarded Proposer,you are now bound to provide the defined product/equipment and services contained in your proposal offering according to all terms,conditions, and pricing set forth in this RFP,any amendments to this RFP,your Response,and any exceptions accepted or rejected by NJPA on Form C. Amendment In consideration of this contract award,Vehicle Service Group, LLC/Rotary Lift agrees to increase the quarterly administrative fee paid to NJPA from.75%to 1.0%. The effective start date of the Contract will be t• u 11 2015 and continue for four years from the board award date. This contract has the consideration of a fifth year renewal option at the discretion of NJPA. National Joint Powers Alliance CM PA r NJPA Authorized signahu'�: "" -__ — Or v� C AA QQ NJVA Executive Dirortor (Nance printed or typed) Awardcd this ��day of ( ?(1 /S NJPA Contract Number O()lO1~•- I4i?..L 4 NJPA Authorized si��nature: NIIPA Botud Idemher INameprinted or typcclI Executed this a,_ day of �V . 20 NJPA Contract-Numbet Proposer hereby accepts contract award including, all accepted exceptions and NJPA clarifications identified on FOMM C. f I Vendor Name vehicle Service Group, LLC./Rotary Lift t Vendor Authorized signature: , (�. Christine Bilz (Nance printed or tyPCd) fltic; Government Sales Leader E.\eluted this 23rd clan of July 2tt15 NJPA Conti-ac t Ntimber ­QS?.L_ i DocuSign Envelope ID:F10CDC33-8238-46CS-B894-B7FE212FC280 Letter of Agreement To Extend the Contract Between Vehicle Service Group,LLC/Rotary Lift- 2700 Lanier Dr. Madison, IN 47250 And Sourcewell, Formerly National Joint Powers Alliance(NJPA) 202 121i Street NE Staples,MN 56479 Phone:(218) 894-1930 The Vendor and Sourcewell have entered into an Agreement(Contract#061015-RRL)for the procurement of Fleet-Related Maintenance Equipment,Supplies,Services and Inventory Management Solutions.This Agreement has an expiration date of July 21, 2019,but the parties may extend the Agreement for one additional year by mutual consent. The parties acknowledge that extending the Agreement for another year benefits the Vendor, Sourcewell and Sourcewell's members.The Vendor and Sourcewell therefore agree to extend the Agreement listed above for a fifth year.This existing Agreement will terminate on July 21, 2020. All other terms and conditions of the Agreement remain in force. So gi lgrmerly National Joint Powers Alliance(NJPA) B '- �,aa„�,oFu,.F, , Its: Director of Operations& Procurement/CPO Name printed or typed: Jeremy Schwartz 10/26/2018 111:48 AM CDT - Date Vehicle Service LLC/Rotary lift By: '" Its: 4_F'o(Aei , Name printed or typed: Date y;