The URL can be used to link to this page

Home My WebLink About21-0825 Standard Equipment Company August 25, 2021 Agenda Bid Item: #5 —Joint Purchasing Cooperative — 2021 Fleet Purchases ($998,822) i 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 (herein referred to as "City") and Standard Equipment Company, an Illinois corporation, (herein referred to as "SEC" 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 SEC shall sell the goods 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 the NWMC and Suburban Purchasing Cooperative Contract #155 ("IPA"), incorporated herein and made a part hereof by reference. 3. CONFLICT. In the event of any conflict between any of the terms and provisions of this purchase agreement and Attachment A hereto or the IPA or any portion thereof, the terns 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.IPA,the terms and provisions of this agreement or Attachment A shall supersede and 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 rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County,Illinois,without jury. SEC 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 SEC agrees that service by first class U.S. mail to Standard Equipment Company, 625 S. IL Route 83, Elmhurst, Illinois 60126 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. 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 regarding the subject matter hereof. 7. INTEREST. SEC 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 shal I 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, SEC 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, SEC hereby certifies,represents, and warrants to the City that all of SEC'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. SEC 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 SEC to determine SEC's compliance with the provisions of this section. In the event the City proceeds with such an audit, SEC shall make available to the City, SEC'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 to SEC the total sum of$242,712.00 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,which shall be at SEC's sole expense. 11. DELIVERY. SEC shall complete delivery of all goods on or before January 31, 2022. 12. LIMITATION OF DAMAGES. In no event shall either party be liable for any monetary damages in excess of the purchase price contemplated by this agreement. In no event shall either party be liable for any consequential, special,or punitive damages resulting from loss of profit. 13. 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. 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 SEC's sole expense. 2 15. INDEMNIFICATION. To the fullest ex permitted es extent pe tied by law,SEC and City agree to and shall indemnify and hold harmless the other party,its officers,employees,boards and commissions from and against any and all claims,suits,judgments,costs,damages or any and all other relief or liability, excluding attorney's fees, arising out of or resulting from or through or alleged to arise out of any willful misconduct or gross negligence of such party or its 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. 16. WAIVER. Neither party hereto shall be responsible for any consequential, indirect, punitive or incidental damages for any reason whatsoever. Any delay or failure to enforce any rights by either party arising out of or pursuant to this Agreement shall not constitute, and shall not be construed as, a waiver of any such rights. 17. LIMITATION OF ACTIONS. The parties shall not be entitled to, and hereby waive, any and all rights that either party might have to file suit or bring any cause of action or claim for damages of any nature whatsoever and in whatsoever forum against the other party and/or its affiliates, officers, employees, agents, attorneys, boards and commissions arising out of or in connection with this agreement after two(2)years from the date of this agreement. STANDARD EQUIPMENT COMPANY CI LGIN / art hew Grd�( . Print Name Richard G. oza City Manager �gnature /+r� Attest: C- // ", Sec"e ti►�� City Clerk Title FEIN NO. 3 Z.G ply q� FALegal DeptiAgreemenffurchase Agreement-Standard Equipment Co-Rider Sweeper-7-27-2 Ldoex 3