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HomeMy WebLinkAbout22-112 Resolution No. 22-112 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH MOBOTREX,INC. FOR THE INSTALLATION AND MAINTENANCE OF TACTICS CENTRAL ADVANCED TRAFFIC SIGNAL MANAGEMENT SYSTEM SOFTWARE BE IT 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 an Agreement on behalf of the City of Elgin with MoboTrex, Inc., for the installation and maintenance of tactics central advanced traffic signal management system software, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: July 13, 2022 Adopted: July 13, 2022 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 13th day of July , 2022, by and between the City of Elgin, Illinois, an Illinois municipal corporation (hereinafter referred to as "CITY") and MoboTrex, Inc., an Iowa Corporation (hereinafter referred to as "MOBOTREX'). WHEREAS, the CITY desires to engage MOBOTREX to furnish certain goods and services in connection with a Tactics Central Advanced Traffic Signal Management System Software(hereinafter referred to as the "PROJECT"); and WHEREAS, MOBOTREX represents that it is in compliance with Illinois law and has the necessary expertise and experience to furnish such services upon the terms and conditions set forth herein below. 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 agree as follows: 1. PURCHASE. CITY shall purchase and MOBOTREX shall sell the goods and services described by Attachment A(scope of services),Attachment B(estimated project schedule and Attachment C (quote),attached hereto and made a part hereof. 2. TERMS. This Agreement shall be subject to the terms and conditions contained herein and as described by Attachments A, B and C. 3. 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 a conflict between the terms and provisions of Attachments A, B and C, Attachment C shall control. In the event of any conflict between the terms and provisions of Attachments A and B, Attachment A shall control. 4. PAYMENT. The CITY shall pay$36,393 upon acceptance and delivery of a fully functional Tactics Central Advanced Traffic Management software system and complete installation within thirty(30)days of delivery or city's receipt of invoice,whichever is later. The CITY shall pay an additional $35,872 for and within 30 days of commencement of a three-year Software Services Agreement for maintenance, which period shall commence one year from the date of this agreement. The City shall pay a total sum of$72,265. 5. TERMINATION OF AGREEMENT. Notwithstanding any other provision herein, the CITY may terminate this Agreement at any time upon fifteen (15) days prior written notice to MOBOTREX. In the event that this Agreement is so terminated, MOBOTREX shall be only the paid for goods and/or services actually delivered or performed prior to termination in accordance with the amounts provided for herein. 6. TERM. This Agreement shall terminate following the three-year maintenance term of this agreement described above. 7. 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. 8. INTEREST. MOBOTREX 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. 9. 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 and/or MOBOTREX and/or their 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. 10. 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 MOBOTREX and/or their 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 MOBOTREX and/or their respective officials,officers, employees and/or agents as a result of this agreement or any actions of the Parties pursuant to this agreement. 11. BREACH OF CONTRACT. If either party violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the other party has the right to seek such administrative, contractual or legal remedies as may be available to the violation or breach; and, in addition, if either party, by reason of any default, fails within fifteen (15) days after written notice thereof by the other party to comply with the conditions of the Agreement, the other party may terminate this Agreement. In the event this agreement is terminated pursuant to a breach or alleged breach by CITY, MOBOTREX's damages shall be limited to a prorata ad valorem fee. MOBOTREX shall not be entitled to any additional damages of whatsoever nature,including but not limited to consequential,indirect or other fees or damages. 12. INDEMNIFICATION. To the fullest extent permitted by law, MOBOTREX agrees to and shall indemnify and hold harmless the CITY,its officers, employees,agents,boards and commissions from and against any and all claims, suits,judgments, costs, attorney's fees, damages or other relief, including but not limited to worker's compensation claims and any and 2 all claims made by or against the city based on additional material costs or any other costs incurred as a result of damage to property or increased cost resulting from an inaccurate bid by MOBOTREX without regard to any consideration of the CITY'S receipt of"increased value" or "benefit of bargain" in any way resulting from or arising out of negligent actions or omissions of MOBOTREX in connection herewith, including negligence or omissions of employees or agents of MOBOTREX arising out of the performance of this Agreement. In the event of any action against the CITY,its officers,employees,agents,boards or commissions,covered by the foregoing duty to indemnify and hold harmless such action shall be defended by legal counsel of the CITY's choosing. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 13. NONDISCRIMINATION. In all hiring or employment made possible or resulting from this Agreement,there shall be no discrimination against any employee or applicant for employment because of sex, age, race, color, creed, national origin, marital status, of the presence of any sensory,mental or physical handicap,unless based upon a bona fide occupational qualification,and this requirement shall apply to,but not be limited to,the following: employment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex, race, color, creed, national origin, age except minimum age and retirement provisions, marital status or the presence of any sensory,mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation,termination or suspension,in whole or in part, of the Agreement by the CITY. 14. ASSIGNMENT AND SUCCESSORS. This Agreement and each and every portion thereof shall be binding upon the successors and the assigns of the parties hereto;provided, however,that no assignment shall be made without the prior written consent of the CITY. 15. DELEGATIONS AND SUBMOBOTREXS. Any assignment, delegation or subcontracting shall be subject to all the terms, conditions and other provisions of this Agreement and MOBOTREX shall remain liable to the CITY with respect to each and every item, condition and other provision hereof to the same extent that MOBOTREX would have been obligated if it had done the work itself and no assignment, delegation or subcontract had been made. Any proposed SUB-MOBOTREX shall require the CITY's advanced written approval. 16. INDEPENDENT MOBOTREX. This Agreement shall not be construed so as to create a partnership,joint venture, employment or other agency relationship between the parties hereto. 17. SEVERABILITY. The parties intend and agree that, if any paragraph, sub- paragraph, phrase, clause or other provision of this Agreement, or any portion thereof, shall be held to be void or otherwise unenforceable, all other portions of this Agreement shall remain in full force and effect. 18. HEADINGS. The headings of the several paragraphs of this Agreement are inserted only as a matter of convenience and for reference and in no way are they intended to 3