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HomeMy WebLinkAbout21-157 Resolution No. 21-157 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH GRAYBAR ELECTRIC COMPANY, INC. FOR THE PURCHASE OF PROGRAMMABLE LOGIC CONTROLLERS UPGRADES 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 GraybaR Electric Company, Inc., for the purchase of programmable logic controllers upgrades, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: October 27, 2021 Adopted: October 27, 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 2 7 t h day of October 2021, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and GraybaR Electric Company, Inc., a New York corporation, (hereinafter referred to as "GraybaR" 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 GraybaR shall sell the goods and/or services described in GraybaR's proposal for Project PLCs: 4, 22 dated September 21, 2021 (Updated) attached hereto and made a part hereof as Attachment A. 2. TERMS. This Agreement shall be subject to the terms and conditions contained herein and as provided by Attachment A. 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. GraybaR 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 GraybaR agrees that service by first class U.S. mail to GraybaR Electric Company, Inc., 900 Regency Drive, Glendale Heights, Illinois, 60139 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. GraybaR 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. 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 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, GraybaR 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, GraybaR hereby certifies, represents and warrants to the City that all of GraybaR'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. GraybaR 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 GraybaR to determine GraybaR's compliance with the provisions of this section. In the event the City proceeds with such an audit, GraybaR shall make available to the City GraybaR's 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 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. 11. PAYMENT. City shall pay the total sum of$108,681.12 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. GraybaR shall complete delivery of all goods on or before December 31 2021. 13. INTENTIONALLY OMITTED. 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 GraybaR's sole expense. 15. INDEMNIFICATION. To the fullest extent permitted by law, GraybaR 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 2 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 Graybar or Graybar'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. 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. GraybaR shall not 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 City of Elgin and/or its affiliates, officers, employees, agents, attorneys, boards and commissions of any nature whatsoever and in whatsoever forum after two (2) years from the date of this Agreement. 18. 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. 19. NO WAIVER OF IMMUNITIES OR RIGHTS. This agreement is not intended and shall not be construed to alter, limit, or constitute a waiver of any of the civil immunities afforded the City and/or its officials, officers, employees and/or agents pursuant to the Local Governmental and Governmental Employees Tort Immunity Act at 745 ILCS 10/1-101, et seq., as amended, the Emergency Telephone System Act at 50 ILCS 750/0.01 et seq., as amended, and/or as otherwise provided by law, it being agreed that all the civil immunities as set forth in such Acts, as amended, and/or as otherwise provided by law shall fully apply to any claims asserted or which might be asserted against the City and/or its respective officials, officers, employees and/or agents as a result of this agreement or any actions of the Parties pursuant to this agreement. 20. NO SPECIAL OR OTHER DUTY. No special duties or obligations are intended and shall not be deemed or construed to be created by this agreement. Notwithstanding anything to the contrary in this agreement, it is agreed and understood that no third party beneficiaries are intended or shall be construed to be created by the provisions of this agreement and it is the intention of the parties hereto that no action may be commenced by any person or entity against the City or its respective officials, officers, employees, agents and/or other related persons or entities for monetary damages for any alleged breach or failure to provide services described in this agreement. The provisions of this section shall survive any expiration and/or termination of this agreement. 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 3 written. COMPANY NAME CI LGIN Darren Darnell Print Name Richard G. Kozal, City Manage Darren J. Darnell Digitally signed by Darren J. Darnell Attest: Signature Manager - Industrial Business ity Clerk Title F:\Legal Dept\Agreement\Purchase Agreement-GraybaR-Clean-1 0-7-2I docx 4 ATTACHMENT A Customer: City of Elgin Project: PLCs: 4, 22 Date: September 21, 2021 (Updated) Raymond Rogers Y g Sales Engineer Office: 630-671-6235 Email: Raymond.rogers@graybar.com GraybaR. Per our understanding of your request and associated correspondence, Graybar has based our offer on the information contained within this proposal. If this information is not accurate or there are changes requested to the proposed Bill of Materials, then pricing will be adjusted. This document and its contents are confidential to Graybar and the customer to whom this proposal is addressed. Purpose: The currently installed base of ModiconTM brand Quantum Series PLCs are old and the CPUs are now obsolete. This proposal addresses the hardware required to upgrade systems: PLC4 and PLC22. The hardware offered is of current manufacture and is the appropriate hardware upgrade path designated by Schneider Electric(manufacturer),for the existing hardware. The upgrade system design of PLC4 and PLC22 also incorporates the redundant CPU architecture of the originally installed systems. Work Scope: Provide conceptual I/O rack topology Provide Bills of Materials for the PLC hardware for: - PLC4 (M580 Hot Standby) - PLC22 (M580 Hot Standby) Provide spare components in the above Price: PLC4: Quote#0238752446 $48,599.88 PLC22: Quote#0238752470 $44,681.24 PLC1B Conversion: Quote#0238911785 $ 8,400.00 Programming Assistance: Quote#023891185 $ 7,000.00 TOTAL: $108,681.12 Proposal Acceptance: - Please issue a Purchase Order to: Graybar - Please reference: Purchaser Account#591455 Terms and Conditions: This proposal is tendered with the understanding that a Purchase Agreement identical to that signed by Graybar on 10/19/2020 will be used. We would like the following change to Item#13: "In no event shall either party be liable...." Details: Following pages include: - Topology graphic of each system - Bills of Materials("BOM")of each system - Description of content for PLC1B Program Conversion and Programming Assistance NOTE: There are some spares included in each BOM NOTE 2: All I/O modules and power supplies are hot-swappable and can be removed or inserted with power applied to the backplane NOTE 3: The ModiconTM M580 Hot Standby system of redundant CPUs consists of two separate CPUs with one operating as the primary functioning logic controller and the other is a secondary in a standby mode. When an issue develops with the primary functioning logic controller,the system automatically makes the standby unit the primary logic controller and transfers control to it. This transfer is designed to occur with no disruption to the status and function of the inputs and outputs of the system. The intent of the ModiconTM M580 Hot Standby system is to help guard against downtime due to equipment failure. NOTE 4: Ethernet patch cables are provided to complete the connection of the two redundant CPUs to one and other, connection of the redundant CPUs to each of the x80 remote I/O racks, and connections from the BMEN000301 ethernet modules to the ConneXium switch. NOTE 5: A ConneXium ethernet switch is provided to connect the BMEN000301 ethernet modules to the appropriate network. up., PLC4 01 o 192 ria 0 0 A BO ?6 PLC4 Primary & Secondary Racks maln rack h°I 1 ndby rack II At r AL I/O 0 o Nut �°� SCADA Access Z A eo 36 Z D drop W `' Unmanaged switch 5 ;,,' Cl '17 ,I 1 > YTCSESU043F1NO O 1111110 ao an a 0 0 ; 00, III f I: I : j;. I iNEI! s 3 I C)I 14 liti pipit I E., 1ilIIPI p10i EaI1 CII1 CII .2 I1 U t I 4-" 'I" I l I �1� 61 ET7 Schneider PLC 4Bill Of Material Qt!. Reference - Description 2 BMEH584040 M580 CPU redundant family 40 with M580 I/O Scanner Module, Ethernet/IP& 2 BMEN000301 Modbus TCP, 3 ports 2 BMEXBP0400 PLC 4 slots Ethernet backplane XSO Analog Input Module,High Speed,S 10 BMXAMI0810 channels, isolated X80 Analog Output Module,4 channels, 9 BMXAMO0410 isolated X80 AC Power Supply Module, 100...240 V 9 BMXCPS3500 AC,36W 7 BMXCRA31210 X80 Performance Ethernet Drop adapter X80 Digital Input Module, 32 channels,24 6 BMXDDI32O2K V DC, Positive(sink) X80 Digital Output Module, 16 channels, 4 BMXDDO1602 24 V DC, Positive 3 m pre-equipped cable with 1 connector 6 BMXFCW303 and 2 free wires 20-way removable terminal block with 13 BMXFTB2010 screw clamp 28-way removable terminal block with 10 BMXFTB2800 cage clamp type 7 BMXXBPO800 PLC 8 slots backplane 12 TCSECE3M3M1S4 Cat 5E Ethernet Cable-1 Meter Connexium Unmanaged switch Low Cost- 1 TCSESU043F1N0 4 TX, 1 FX-MM Input Output PLC22 ° D 163 32 0 0 A 32 16 PLC22 Primary & Secondary Racks Iffajim ,;..,9 -11211&111 1 I !-- - . II ii. , it- I 11 r i i CI -I 1 rt Lt ......•_.„... ... _15 0 ,„ pt„ I/O 0 160 32 SCADA Access 15 A 32 16 1-1; Z Z D 0 Ili Unmanaged switch 0 it ad CPS '2,2',4 ',).1!„ nen '.V",',jaigi ° 07 .5 , TCSESU043F1 NO . . .. . . I 1 II a) a il -II 1 i -i .1.111111 ° 621 Edrop 2 t_l „ o 1 H 3.. 4 . PI1 , , .. , . drop 3 clEr_:. il 14 El Irl M UI ii• ' I I 171 .1i Schneider PLC22 Bill Of Material Qt• Reference - Description 2 BMEH584040 M580 CPU redundant family 40 with M580 I/O Scanner Module, Ethernet/IP& 2 BMEN000301 Modbus TCP,3 ports 2 BMEXBP0400 PLC 4 slots Ethernet backplane X80 Analog Input Module,High Speed,8 4 BMXAMI0810 channels, isolated X80 Analog Output Module,8 channels, 2 BMXAMO0802 non isolated X80 AC Power Supply Module, 100...240 V 5 BMXCPS3500 AC,36W 3 BMXCRA31210 X80 Performance Ethernet Drop adapter X80 Digital Input Module, 16 channels, 10 BMXDAI1604 100...120 V AC, isolated X80 Digital Output Module, 16 channels, 2 BMXDAO1615 24...240 V AC,triac 20-way removable terminal block with 12 BMXFTB2014 screw clamp 28-way removable terminal block with 4 BMXFTB2800 cage clamp type 40-way removable terminal block with 2 BMXFTB4000 cage clamp type 3 BMXXBP0800 PLC 8 slots backplane 8 TCSECE3M3M1S4 Cat 5E Ethernet Cable-1 Meter Connexium Unmanaged switch Low Cost- 1 TCSESU043F1NO 4 TX, 1 FX-MM PLC1B Conversion: Program conversion of PLC1B. Includes PLC1B Program conversion from Concept v2.6 source file to EcoStruxure Control Expert XL v15.x,two (2)days of on-site startup,and one(1) day on-site observation and parameter adjustment of the process.A copy of the currently executing program in PLC1B will be provided two(2)weeks prior to anticipated startup of the converted program. The format of the program provided will be Concept V2.6 with an 'ASC'file extension as exported from Concept V2.6.At that date no modification of the program running in PLC1B can take place as to ensure an accurate conversion of the program. Programming Assistance: This is for a quantity of 40 hours of programming/technical assistance for Modicon PLCs.Sessions will need to be scheduled in advance at a mutually beneficial time.Any hours not used within one calendar year from date of purchase order will be forfeited.