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Home My WebLink About21-0825 Kunes Country Ford 0 eas August 25, 2021 Agenda Bid Item: #5 —Joint Purchasing Cooperative — 2021 Fleet Purchases ($998,822) KUVNQ.s Cn-vv-n � PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 25th day of August . 2021 by and between the City of Elgin,Illinois,a municipal corporation(hereinafter referred to as"City") and Kunes Country Ford of Antioch,Inc.,an Illinois corporation,(hereinafter referred to as "Kunes" 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. Cit y shall purchase, and Kunes shall sell the goods and/or services described by Attachment A,attached hereto and made a part hereof. 2. TERM.�. This Agreement shall be subject to the price, terms and conditions contained herein and as provided by Attachment A and Suburban Purchasing Cooperative Contract #191 "JPR'( )incorporated herein and made a part hereof 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. Kunes 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 Kunes 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 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. Kunes 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 E LCS 50511,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. SEVERABMITY. 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. 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, Kunes 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, Kunes hereby certifies,represents and warrants to the City that all of Kunes' 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. Kunes 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 Kunes to determine Kunes' compliance with the provisions of this section. In the event the City proceeds with such an audit, Kunes shall make available to the City Kunes'relevant records at no cast 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 supersede and control. In the event of any conflict between the terms and provisions of this agreement or Attachment A and the JPA,the terms and provisions of this agreement or Attachment A shall supersede and control. 11. PAYMENT. City shall pay the total sum of$30,665 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. Kunes shall complete delivery of all goods on or before December 31,2021. 13. LEMTATION 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 RUSK. Transfer of title, and risk of loss shall pass to the City upon delivery of the goods. All transportation and delivery shall be at Kunes'sole expense. 2 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. KUNES COUNTRY FORD CITY OF ELGIN OF ANTIOCH,INC. 'rwl�4/4-�' _ __ _ r _ N Richard G. ozal, City Manager A t• Sig e City Clerk Title RV.oyal DepMgmanniffunm Covoy'Ford of Acdoch-rmrhm ASr-7-272 Ldom 3 ATTACHMENT A k SUBURBAN PURCHASINC 2021 Ford Explorer 4-Door Contract # 191 Kunes Country Ford of Antioch www.antiochford.com XUAWS TRUCKS A SPECIALTY VEH/CLlS GOOD THRU: Sept. 16, 2021 Tony Walus: (847) 838-7511 1 ton, .walus:_Aunescounti .:.com Contract#291 BILI. 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