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Home My WebLink About22-0713 Poligon Porter Corp oZa- �pYi'Q/ CssrP July 13, 2022 Agenda Bid Item: #7 — Sourcewell Purchasing Cooperative Contract for the Purchase of Two Picnic Shelter Kits ($59,235) • Signature needed by City Manager & City Clerk • Return 1 copy to Rich Hoke. i i I i I JOINT PURCHASING BASED AGREEMENT E THIS AGREEMENT is hereby made and entered into this 13th clay of 1u1Y , 2022, by and between the City of Elgin, Illinois, a municipal corporation (hereinaOer referred to as "City") and Porter Corp., a/k/a and d/b/a "PorterCorp" a Michigan corporation, (hereinafter referred to as "PorterCorp"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 PorterCorp 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 price, terms and conditions contained herein as provided by Attachment A; and as provided by a joint purchase agreement through Sourcewell,under Solicitation Number: RFP#012621, incorporated herein by reference (hereinafter referred to as the "JPA"). 3. CONFLICT. In the event of any conflict between any of the terms and provisions of this agreement and either Attachment A or the JPA, or any portion thereof, the terms and provisions of this agreement shall supersede and control. In the event of a conflict between Attachment A and the JPA,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. PorterCorp 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 PorterCorp agrees that service by first class U.S. mail to 4249 B, 136`h Avenue, Holland, MI 49424 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 regarding the subject matter hereof. There are no promises, terms, conditions or obligations other than those contained herein regarding the subject matter hereof, and this agreement shall supersede, supplant and replace all previous communications, representations or agreements, either verbal, written or implied between the parties hereto regarding the subject matter hereof. 7. INTEREST. PORTERCORP 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 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. 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 shall remain in full force and effect. 9. PAYMENT. City shall pay the total sum of $59,235.20 within thirty (30) days of delivery or city's receipt of invoice, whichever is later. The aforementioned total sum is inclusive of all applicable taxes. The City is a tax-exempt municipality. 10. DELIVERY. PorterCorp shall complete delivery of all goods and/or shall provide all services on or before December 31, 2022. 11. 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, special or punitive damages, or any damages resulting from loss of profit. 12. TRANSFER OF TITLE/RISK. Transfer of title, and risk of loss shall pass to the City upon delivery of any applicable goods. 13. INDEMNIFICATION. To the fullest extent permitted by law, PorterCorp 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 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 PorterCorp or PorterCorp's officers, employees, agents or subcontractors in the performance of this agreement, including but not limited to, all goods delivered 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. 14. 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 which may be signed electronically or 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. 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. PorterCorp 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 2 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 delivery. The person signing this agreement certifies that s/he has been authorized by the Seller to commit the Seller contractual 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. PORTER CORP CITY OF ELGIN Print Name is and G. Kozal, ity Manager 7,;9'lgfn;iature ATTEST Tt e City Clerk Legal Dept\Agreement\Porter Corp Purchase Agr-Shelters-06-14-22.docx 3 ATTACHMENT A Suzanne Koch O ' O� Products4Parks P4240 N 136th Ave. HOLLAND, MI 49424 Phone: 512-392-1155 Fax: CUSTOMER INFORMATION PROJECT INFORMATION Name City of Elgin Project Name Lord and Wing Park Address 150 Dexter Ct. Job Location ELGIN, IL 60120 City, State Zip ELGIN, IL 60120 Quote Number 161344 Country United States Revision 0 Phone Freight Miles 157 miles Fax Date Quoted June 08, 2022 DESIGN CRITERIA Day Quote Expires August 07, 2022 Building Code 2015 IBC Wind Speed 115 Ground Snow Load 25 Submittal Approval Required NO Min Clearance Height 7.5 Sealed Drawings Required YES BUILDING DESCRIPTION Upper Roof Slope 3.5/12 Model and Size HXE-32TG 21,510.00 Primary Roof Tongue & Groove 5,030.00 Secondary Roof Asphalt Shingles 1,850.00 Anchor Bolts 380.00 Electrical Access 350.00 Electrical Cutouts 3 Required 150.00 FINISHES: COLORS Frame Poli-5000 TBD 0.00 T&G Stain TBD 1,510.00 Roof TBD 0.00 Secondary Roof 0.00 BUILDING TOTALS Building Shipping Weight 8,492 Ibs Building Price Each 30,780.00 QUOTE TOTALS Building Quantity 2 Total Price 61,560.00 Total Engineering Price 500.00 State Sales Tax Additional Sales Tax Total Shipping Weight 16,984 Ibs Freight Charge 2,100.00 GRAND TOTAL 64,160.00 Sourcewell total price- 59,235.20 BIN HXE-32TGAS-Z3 Additional feight for 2 stops CLR FRO-TG250-RFO