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HomeMy WebLinkAbout21-125 i Resolution No. 21-125 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH COMBINED FLUID PRODUCTS COMPANY FOR VACUUM PRIMING SYSTEM 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 a Purchase Agreement on behalf of the City of Elgin with Combined Fluid Products Company, for vacuum priming system, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: August 11, 2021 Adopted: August 11, 2021 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this I lth day of August 2021, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Combined Fluid Products Company, an Illinois corporation, (hereinafter referred to as "Combined Fluid" 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 Combined Fluid 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. 3. LAWNENUE. 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. Combined Fluid 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 Combined Fluid agrees that service by first class U.S. mail to Tempia A. Courts, 2300 Barrington Rd., Suite 220, Hoffman Estates, IL 60169 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. INTEREST. Combined Fluid 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. 6. SEVERABILITV. 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. 7. 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, Combined Fluid 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, Combined Fluid hereby certifies, represents and warrants to the City that all of Combined Fluid'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. Combined Fluid 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 Combined Fluid to determine Combined Fluid's compliance with the provisions of this section. In the event the City proceeds with such an audit, Combined Fluid shall make available to the City Combined Fluid's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 8. 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. 9. CONFLICT. In the event of any conflict between the terms and provisions of this purchase agreement and Attachment A hereto, the terns and provisions of this purchase agreement shall supersede and control. 10. PAYMENT. City shall pay the total sum of$35,025.06 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. The City is a tax-exempt governmental entity. 11. DELIVERY. Combined Fluid shall complete delivery of all goods on or before December 31,2021. 12. LIMITATION OF DAMAGES. In no event shall either party be liable to the other party or third parties 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,or any damages resulting from loss of profit. 13. TRANSFER OF TITLE/RISK. All transportation and delivery shall be at Combined Fluid's sole expense. 14. INDEMNIFICATION. To the fullest extent permitted by law, Combined Fluid agrees to and shall indemnify 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 Combined Fluid or Combined Fluid'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. 2 I 15. 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. 16. LIMITATION OF ACTIONS. Neither party hereto shall be entitled to, and hereby waives, any and all rights that it might have to file suit or bring any cause of action or claim for damages against the other party and/or its affiliates, officers, employees, agents, attorneys, boards and commissions of any nature whatsoever and in whatsoever forum for matters arising out of or directly related to this Agreement after two(2)years from the date of this Agreement. 17. NO OTHER AGREEMENTS. This Agreement is the only agreement between the parties hereto regarding the subject matter hereof. There are no other agreements, either oral, written or implied, between the parties hereto regarding the subject matter hereof. This Agreement may only be altered or modified by written instrument signed by both parties. 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. COMBINED FLUID PRODUCTS CO. CITY ?LGIN Randall E. Kist Print Name Richard G. al, City Mamig, Attest: Signature Vice President "Mlle F: L40 Dept\AgreementTombined Fluid Purchase Agr-QVac-&30-2 Ldocx 3 ATTACHMENT A 1.GENERAL TERMS. All sales F.O B destination Carrier to be selected by CFP unless specified by customer.All shipment and delivery dates are estimates only; however, delivery is subject to delay caused by not, strikes, lock out$, labor difficulties, shortages of labor, fuel, power, materials or supplies, transportation delays,fires,flood,acts of God,war,governmental law,regulation,or order,and any other cause beyond CFP control In such event,CFP shall have the option of being excused from further performance or to extend delivery dates by the duration of such conditions. CFP reserves the right to change or substitute goods of like grade,quality and function for those ordered unless written customer specifications state otherwise,in which case those goods shall be deemed to be the Products,CFP reserves the right to cancel this agreement prior to or within 10 days of shipment ii it determines that this agreement contains material errors in pricing;provided CFP notifies customer of such errors within such time period. In such event,neither party shall have any liability hereunder. 2.TERMS. Net 30 days from date of shipment or invoice,whichever is lacer,except as otherwise provided on other CFP documentation. 3.SCHEDULE CHANGES.Changes to scheduled orders must be requested in writing on a full 60-day notice or will not be allowed.Attempted rescheduling within a 60-day period,or refusal of timely shipment based on improperly requested rescheduling will result in an additional charge for all incurred freight plus one per cent(1%)per month for storage.In the event shipment is held more than 30 days beyond the originally scheduled date,Seller shall have the right to cancel this agreement. 4. CANCELLATIONS. On all blanket orders, CFP reserves the right to have all special parts manufactured in advance and to have finished components assembled covering releases for 60 days.In the event of cancellation or change in specifications,the customer will be held responsible for the cost of these special parts for disassembly of finished components. Ail orders cannot be canceled except with CFP consent to a maximum of the price of the cancelled order. 5.PAYMENT.If one or more shipments are delayed by the customer,or at the request of the customer,payment shall become due from the date when CFP is prepared to make shi ment.if manufacture is delayed by the customer,or at the request of the customer,payment shall be made based on the contract price and the percentage d completion. Any goods or apparatus held for the customer,or at the request of the customer,shall be at the risk and expense of customer. 6.QUANTITY VARIATIONS. The Products are subject to an over-run or an under-run not exceeding three percent(3%)of the quantity specified for an item. 7.RETURNS POLICY. All sales are final. However,in some cases returns maybe allowed,No products will be accepted for return WITHOUT CFP's WRITTEN APPROVAL and unless accompanied by a property authorized"Return Authorization"initiated by CFP.Return freight must be prepaid and the return must be shipped within fifteen it 5)days of the receipt by customer of the Return Authorization. For non-special or non-custom Products accepted for return,a credit will be issued at the price invoiced,from which will be deducted the expense for return transportation(it not prepaid)and a minimum restocking charge of fifteen per cent(151A)of the invoice value. Special or custom-made Products,including units that are modified from standard units,cannot be returned for credit. &QUOTATIONS. Quotations maybe withdrawn at anytime before order is acknowledged. 9.WARRANTY CFP hereby assigns to customer any assignable warranties it receives from the manufacturer of the goods sold hereby.In no event shall CFP or manufacturer be liable for any warranty claim arising from neglect, misuse or improper maintenance. Warranty claims must be asserted within the manufacturers warranty period from date of manufacture encoded on the product(unless otherwise agreed in writing or specified in a CFP Quotation), Except for such warranty as stated(and except for the express warranty of title))CFP DISCLAIMS ALL OTHER EXPRESS WARRANTIES WITH RESPECT TO THE PRODUCTS,AND SPECIFICALLY DISCLAIMS THE IMPLIED WAR♦2ANY OF FITNESS FOR A PARTICULAR PURPOSE IN NO EVENT SHALL CFP BE LIABLE TO CUSTOMER OR THIRD PARTIES IN WARRANTY, FOR ANY DAMAGES, WHETHER INCIDENTAL OR CONSEQUENTIAL, WHICH ARE ALLEGED TO HAVE BEEN CAUSED BY ONE OR MORE OF THE PRODUCTS,BEYOND THE COST TO THE CUSTOMER OF THE SUBJECT PRODUCT OR PRODUCTS,The manufacturer's warranties and remedies extend only to CFP customers so the customer is not authorized to extend warranties on CFP's behalf to anyone Unauthorized extensions of warranties by the customer shall remain customer's responsibility. CUSTOMER IS RESPONSIBLE FOR DETERMINING THE SUITABILITY OF THE PRODUCTS FOR CUSTOMER'S USE OR RESALE OR FOR INCORPORATING THEM INTO OBJECTS OR FOR APPLICATIONS WHICH CUSTOMER DESIGNS,ASSEMBLES.CONSTRUCTS CR MANUFACTURES. 10.WARRANTY CLAIMS. The Products covered by this order shall be deemed finally inspected and accepted within three(3)business days after receipt thereof unless notice of claim is given in writing to CFP within that period. CFP's liability shelf not exceed the replacement value of the Products actually defective. Goods returned without consent of CFP will be held at the risk and expense of the customer, 11.BREACH,THE CUSTOMER'S DAMAGES FOR BREACH OF THIS CONTRACT OR ANY WARRANTIES IMPOSED BY LAW OR THIS AGREEMENT BY CFP ARE LIMITED TO THE PURCHASE PRICE OF THE GOODS AND CFP SHALL HAVE THE OPTION TO REPLACE DEFECTIVE GOODS OR REFUND THE PURCHASE PRICE. Upon customers breach of this or any Other contract with CFP.CFP,in addition to all other remedies,and at its option,may. a. terminate this contract in its entirety or terminate with respect to past due shipments;and/or b. terminate any other contract between the parties or any parts thereof;and/or c. assert any other remedy provided by law or equity. 12.SOLVENCY OF CUSTOMER.The customer covenants and warrants that it is not insolvent at the time of entering into this contract,and at the time of delivery,Customer voluntarily,intelligently and knowingly waives notice of replevin in the event that customer breaches or has breached the foregoing warranty of solvency. 13.SAFE OPERATION-INDEMNITY Customer agrees to comply and require its employees to comply with directions set forth in manuals or instruction sheets provided by the manufacturer,and shall use and require its employees to use reasonable care,all safety devices and guards in the operation and maintenance of the goods,Customer shall not remove or permit anyone to remove any safety guards,devices or warning signs.Customer shall immediately give CFP written notice of any personal injury or property damage arising out of the use of the goods,and shall cooperate with CFP and the manufacturer in investigating any accident or malfunction causing such injury or damage.If Customer fails to strictly observe each and every obligation set forth above,Customer shall told CFP harmless against any and all liabilities,expenses and causes of action relating to injury, death, property damage or destruction, or otherwise, arising from, connected with or related to the Products sold hereby. 14.NO STRICT CONSTRUCTION, The language used in these Standard Terms and Conditions shall be deemed to be the language chosen by all parties hereto to express their mutual intent, and no rule of strict construction shall be applied against a party hereto. The parties hereto understand, agree and acknowledge that,in any dispute or claim over the meaning,interpretation,validity or enforceability of this agreement or any of its terms or conditions,there shall be no inference,presumption or conclusion drawn whatsoever against any party hereto by virtue of that party or its agent having drafted this agreement or any portion thereof. Q V02J03 I i Combined Fluid Products Company Quotation# QU23057 805 Oakwood Road Lake Zurich IL 60047 Effective 6/2212021 Expires 7/22/2021 Est Shipment(ARO) 8-10 weeks Ship To F.O.B. Destination City of Elgin WTP Terms N/30 days 2 Slade Ave Elgin IL 60120 Sales Rep Tom Neff Project Ref Priming System Replacement-Sl... hem Description Qty See Description Q-Vac model OVD-1 t RVD-60HG-AP(230v) Automatic Duplex Priming System 1 This tank mounted vacuum priming system includes two oil-less vacuum pumps,a duplex control panel with automatic controls,a horizontal vacuum receiver,and all interconnecting piping and wiring for single point connections.All external ferrous metals will be protected by a uniform coating of industrial enamel.The entire system will be run tested to ensure proper operation. Performance This system will continuously maintain pump prime with only one vacuum pump running intermittently.Each vacuum pump has a maximum flow of 11 acfm and is rated for continuous operation up to 25"Hg. Pump Assembly 2--00-less,air-cooled,rotary vane vacuum pump with integrated inlet filter,vacuum relief valve,and discharge silencer 2--Electric motor,0.9 HP,3/60/230v,TEFC enclosure,IE3 efficiency 2--Inlet check valve 2--AutoPurge valve,electrically actuated,NEMA 4 2--Stainless steel ftex connector Air Receiver 1--Horizontal ASME receiver tank,60 gallon,galvanized steel 2--Welded fork truck lifting rails 1--Receiver sight level gauge with isolation valves 1--High water level switch 1--Receiver drain valve 1--System isolation valve 1--Vacuum release valve with silencer to accommodate trouble free maintenance Automatic Duplex Control Panel(230 volt,60 Hz,3-phase) 1--NEMA 4 enclosure 1--Main disconnect switch 2--Full voltage IEC motor contactor 2--Motor circuit protector with lockable disconnect switch,overload protection,phase loss protection,and short circuit protection 1--Control voltage transformer with fused primary&secondary 1--Power supply,24VDC 2--Green LED pump running light 2--H-0-A selector switch 1--Red LED alarm light 1--Alarm horn with silence button,90 dB(A) 7--Dry contacts for SCADA monitoring(Pump 1 Running/Fault,Pump 2 Running/Fault,Maintenance Required, Low Vacuum,Receiver Flooded) 1--Vacuum transducer,0.5%FS accuracy.4-20 mA 1--Full function PLC with 4.3"LCD color touch screen controlling automatic operation,AutoPurge operation, leadAag sequencing,automatic alternation,frequent start protection,and alarm monitoring. 1--Display including password protected settings,real-time dock(date&time),run status,operation mode, vacuum pump role,hour meters,vacuum level in selectable units(In HgA,In HgV,Torr,mbar),alarm conditions, Q-VAC priming systems include a wide range of high quality standard systems that can be customized with standard options. We review customer specifications for general information on sizing,however to maximize performance,quality,and value we do not guarantee compliance to any outside specifications,or requirements unless explicitly stated within the quotation.Start-up assistance,when available, is not included in system pricing but may be purchased,given sufficient advanced notice.Non-standard options will be considered individually upon request. To place an order,please reference this quote and send your purchase order to orders@cfpco.com or fax to(847)540-0513. All orders and payment terms are subject to approval by CFP's credit department. Questions?Please contact your CFP Sales Rep or call our Customer Service group at(847)540-0054. Combined Fluid Products Company Quotation # QU23057 805 Oakwood Road Lake Zurich IL 60047 Rom Description QtY maintenance reminders,operation log,and alarm log. 1--Fail safe design allows Nand operation in case of PLC failure 1--UL506 labeled CVA-075R Intine water trap with 3r4"FPT isolation valves,corrosion resistant aluminum head,clear polycarbonate housing to 1 show accumulated liquid,internal baffle,stainless steel screen,ball float,elastomer seat,vacuum release valve, drain valve,and vacuum gauge. QV-45P Heavy duty priming valve including a cast iron body with fusion bonded epoxy coating,316SS float, and 316SS 3 trim. Rated for operation to 150 psi. WLSS-KIT Prime verification kit with 316ss pipe fittings and a SPDT stainless steel and polypropylene level switch 3 Included Spares: QV-45P Priming valve for future expansion 2 WLSS-KIT Prime verification kit for future expansion 2 90134700007 DV Set of vanes 2 90951900000 E Inlet fitter element 4 QVPK1-45P Priming valve rebuild kit 3 QVPK3-45P Priming valve seal kit 3 Included Field Services: Q-VAC Start Up Up to one day of factory start-up assistance&training. Please provide at least 3-4 weeks advance notice. 1 Freight/Shipping LTL Freight to Zip Code 60120 1 Total $35,025.06 I Q-VAC priming systems include a wide range of high quality standard systems that can be customized with standard options. We review customer specifications for general information on sizing;however to maximize performance,quality,and value we do not guarantee compliance to any outside specifications,or requirements unless explicitly stated within the quotation.Start-up assistance,when available, is not included in system pricing but may be purchased,given sufficient advanced notice.Non-standard options will be considered individually upon request. To place an order,please reference this quote and send your purchase order to orders@cfpco.com or fax to(847)540-0513. All orders and payment terms are subject to approval by CFP's credit department. Questions?Please contact your CFP Sales Rep or call our Customer Service group at(847)540-0054.