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Home My WebLink About20-1118 Reinders November 18, 2020 Agenda Bid Item: #1 — National Intergovernmental Purchasing Alliance — Golf Course.Maintenance Equipment Replacement ($135,325) Y�:. PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 18th day of November , 2020 by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Reinders, Inc., a Wisconsin corporation, (hereinafter referred to as "REINDERS" 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: 1. PURCHASE. City shall purchase, and REINDERS 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 Omnia Grounds Maintenance Contract 2017025 ("JPA"), 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.REINDERS 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; andREINDERS agrees that service by first class U.S. mail to Kip Kennedy, Reinders, W227N6225 Sussex Road Sussex, WI 53089 shall constitute effective service. Both parties hereto waive any rights to a jury. 4. NO MODIFICATION.There shall be no modification of this 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. REINDERS 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,etseq.),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 WITH LAW. Notwithstanding any other provision of this agreement, it is expressly agreed and understood that in connection with the performance of this agreement, REINDERS 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, REINDERS hereby certifies, represents and warrants to the City that all of REINDERS'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. REINDERS 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 REINDERS to determine REINDERS'S compliance with the provisions of this section. In the event the City proceeds with such an audit, REINDERS shall make available to the City REINDERS'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 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, 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 JPA, the terms and provisions of this agreement shall control. 11. PAYMENT. City shall pay the total sum of$135,324.49 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. REINDERS shall complete delivery of all goods on or before December 30, 2020. 13. 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. 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 REINDERS'sole expense. 15. INDEMNIFICATION. To the fullest extent permitted by law, REINDERS 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 REINDERS or REINDERS'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. REINDERS, INC. CITY GIN t Y74 Print Nlame Richard G. Kozal, City Manager �2& Signat e A!es C-fr) Title City Clerk FAL.egal DeptWgreementU'urchase Agreement-Reinders-10-29-20.docx ATTACHMENT A Grant Rundblade,SCPS Territory Manager fl 911 T6wer Road Mundelein,IL 60060 w — Cell(815)988-6303 ab Fax (947)678-5511 (irundblude(@reinders.com Acct#: 359886-7 Bowes Creek.Country Club Quote ID Quotes Good 1250 Bowes Creek Road for 30 days Elgin IL 60124-3131 Quote Date 10/22/20 Attn: Brad Legnaioli _ PRICE QUOTATION Qty Madel# description OMNtA Pace 2 04530 (2)Greensmaster Tri Flex Hybrid 3320 MSRP: $110,138.00 6 04655 14 Blade Cutting Unit OMNIA Discount: ($24,010.08) 2 04626 Narrow Wiehle Roller OMNIA Sale Price: $86,127.92 6 04648 Universal Groomer Drive 6 04270 Soft QC Grooming Brush (2)Spare Cutting Units MSRP: $7,168.00 2 04655 14 Blade Cutting Unit OMNIA Discount: ($1,562.62) 2 04267 Narrow Wiehle Roller OMNIA Sale Price: $5,605.38 1 44701 Demo ProPass 200 Base MSRP: $18,885.00 1 44724• Propass Tow Chassis And Fender Kit OMNIA Discount: ($6,764.00) 1 44713 ProPass Hydraulic Power Pack OMNIA Demo Unit Price: $12,121.00 1 30807 Groundsmaster 3500-D OMNIA Sale Price: $33,586.90 OMNIA Demo Price: $32,470.20 Trades Total Package Price: $136,324.49 (2)Jacobsen GK 4 mowers with Cutting units Trade Value: ($1,000.00) (1)Topdresser Final Sale Price: $135,324.49