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Home My WebLink About20-14 Resolution No. 20-14 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH DIGICOM, INC. FOR THE PURCHASE OF AUTOMATED FIRE STATION ALERTING SYSTEM HARDWARE REPLACEMENT 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 an Agreement on behalf of the City of Elgin with Digicom, Inc., for the purchase of automated fire station alerting system hardware replacement, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: February 12, 2020 Adopted: February 12, 2020 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis _ Kimberly Dewis, City Clerk of Fac; 1 City of Elgin Memorandum VIA E-MAIL • Date: January 17, 2020 To: Rob Cagann, Interim Fire Chief From: Michael R. Gehrman, Assistant Corporation Counsel Subject: Agreement with Digicom, Inc. for Fire Station Alerting System Replacement Attached pursuant to your request please find an agreement which I have drafted and had signed by Digicom. You should be sure to review the terms of the agreement, particularly as to price and materials to confirm that it conforms to your wishes and understanding. Once the agreement is signed by the city manager and city clerk, you should return the signed agreement to Nancy Fortunato at pat.fortunato@digicominstallations.com, and provide a copy to Kim Dewis for her records. This item is currently on the committee of the whole agenda for January 22, 2020 and will require final approval at the regular city council meeting of February 12, 2020. I suggest that you should set up payment to be mailed out no later than February 13, 2020. MRG MRG/ksb Attachment cc: Christopher J. Beck(via e-mail w/attachment) Approved: Vr W William A. Cogley AGREEMENT cegye%30.`r THIS AGREEMENT is hereby made and entered into this day of Jatmary,2020, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Digicom, Inc., an Illinois corporation d/b/a Digicom Installations,Inc. (hereinafter referred to as'!DIGICOM"or"CONTRACTOR!'). NOW, 'FIIEREF011 , for and. 'in consideration of the mutual promises and covenants • Contained herein, the StiffiCienCy of whiCh is hereby mutually acknowledged, the parties hereto hereby agree as fellows: 1. PURCHASE. City shall purChase,,and.DIGICOM shallsell the goods and/or services described by Attaohnient A,attached hereto and made a part hereof. 2. TERMS. This agreement shall be subject to the 'terms and conditions contained herein Andas provided by Attachinent A. 3. CONFLICT. In the event of a conflict between the terms: and provisions of th# purchase agreement and Attachment A hereto, the terms and provisions of this purchase agreement Shall control, 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 rightsarising out of or in connection with,this agreement shall be the :Circuit Court of Kane County, Illinois, DIGICOM hereby'irrevocably consents to the jurisdictionofthe 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 DIGICOM agrees that service byfirst class-U.S. mail to'Digicom, Inc„ qo David Buckley, Jr. 102 S. - Wynstone Park Drive, Suite 100, North Barrington, IL 60010 shall constitute effective SerVice. Both parties hereto waive anyrights to a=jury, :5.. NO MODIFICATION. There shall.be no modification of this agreen4ent, except in Wiiting"and exeCAttecl7Withthe•saitie fernialitiet as the original. 6. ,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. 7. INTEREST. DIGICOM hereby waives Any and all claims or rights to interest on money claimed to be due pursuant to this.agreement including but rint litnited to any attachment hereto, 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 GoVeminent Prompt Payment ACt (50 ILCS 505/1, -qt scq.), as amended, or the Illinois Interest Act (815 ILC S 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 orthe provision a 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. PAYMENT. City shall pay the total sum of $33,440 within forty-five (45) days of delivery or city's receipt of invoice, whichever is later. The aforementioned total ,sum is inclusiveof all freight,shiliping a:nd:akilicEible taxes: 10. 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, specialor punitive damages, or any damages resultmg from loss of profit. 11. INDEMNIFICATION. To thefullestextent,permitted bylaw,DIGICOM agrees to and Shall iriderrulify, defend :and hold harinless the City; its I officers, 'employees, board's 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.fidin or:through or alleged,to arise.out.of-any actsor negligent acts or omissions of DIGICOM or 13,10100M'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 fthe 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. NOtWithstanding anything to the Contrary anywhere in this agreement:or attachments, in no event shall the.City be liable for any of DIGICOM's attorneys' fees. 12. EXECUTION. This agreement agreementrnaybe executed i nterparts; each Of which shall be. an Original and all of which shall constitute one,and'the same agreement Fez.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 T.1, signature of any party on,a tOpy of this.agteemeht:trans—mitteci by Marliiiie Ore-Mail Shall be Considered for these purposes as an original signature and shall have the Sadie 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 reexecuted by'the parties in an originalform. 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 authoritedby the Seller to commit the Seller contractual and has been authorized to execute this agreement On its behalf. 2 IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written. DIGICOM,INC. CITY 0 LGIN (_-.1-41-0(1;{\ 'n it Name" 'Richard Koc,,City ^,_41111111111111ba Signature ATTEST AetehTitle ity e .4"*t Mega]Dept\Agreement\Digicom Inc-Pumhase Agr-Fire Station Alesting-I-14-20.docx • 3 5, • ATTACHMENT A Digicorn Inttallations,Inc. 779 Lipizian Lane \t, Waucorida,IL 60084 US • patfortunatO@Olgicominstallations.com Ligfl C* 41'1 "47 - INVOICE BILL TO • INVOICE* 1050 Chief David Schmidt DATE 12/13/2019 Elgin City Fire Department DUE DATE 12/28/2019 550 Summit St /5. TERMS Net 1.5 , • Elgin,IL 60129 United States ‘, • RATE / M0! : : IFlOallEtnon 1 3,910.00 3;91000 Installation and modification of the G2 Fire Station Alerting System,Station#1 Installation 1 3,890.00 3,890.00 installation and modification of the G2 Fire Station Alerting System,Station#2 Installation 1 3,765.00 3,765.00 Installation and modification of the G2 Fire Station Alerting System,Station#3 Installation 1 3,765.00 3,705,90 Ingtallatiortand modification of the G2 Fire Station Alerting System,Station#4 Installation 1 3,765.00 3,765.00 Installation arid modification of the G2 Fire Station Alerting System,Station#5 Installation 5 1 3,985.00 3,985.00 Installation and modification of the G2 Fire Station Alerting System,Station#6 Installation 1 4,860.00 4,860.00 Installation and modification of the G2 Fire Station Alerting System,Station#7 Supplies&Materials 1 5,500.18 5,500.18 Extron XPA 2001-70V Amplifier&Shelving Unit BALANCE DUE $33,440.18