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HomeMy WebLinkAbout22-125 Resolution No. 22-125 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH THE VILLAGE OF ARLINGTON HEIGHTS FOR THE PURCHASE OF A POLICE SPECIALTY SOLUTIONS COVERT SURVEILLANCE VEHICLE 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 the Village of Arlington Heights, for the purchase of a police specialty solutions covert surveillance vehicle, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: July 27, 2022 Adopted: July 27, 2022 Omnibus Vote: Yeas: 8 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 27th day of July 12022, by and between the City of Elgin,Illinois, a municipal corporation(hereinafter referred to as"City") and the Village of Arlington Heights, Illinois, a municipal corporation, (hereinafter referred to as "Village"). 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 Village shall sell the goods (hereinafter referred to as"Vehicle") described as follows: Vehicle Description Owner: Village of Arlington Heights Equipment Description Axis PTZ camera mounted to a motorized turret Axis PTZ camera mounted on rear passenger window Front fixed 2.8mm camera(mounted in grill) Front fixed 2.8mm camera(mounted in tail light) Camera controller (2)32"monitors 2. 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. Village 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 Village agrees that service by first class U.S. mail to 33 S. Arlington Heights Road, Arlington Heights, Illinois shall constitute effective service. Both parties hereto waive any rights to a jury. 3. NO MODIFICATION. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 4. 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. 5. INTEREST. Village 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. 6. 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. 7. 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. 8. PAYMENT/PICKUP. City shall pay the total sum of$32,380 upon City's receipt of the Vehicle and equipment from the Village on or before March 1, 2023. The Village shall make vehicle available for pickup by City at a location and time by agreement. The aforementioned total sum is inclusive of all applicable taxes. 9. 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. 10. TRANSFER OF TITLE/RISK. Transfer of title, and risk of loss shall pass to the City upon pickup of the vehicle as described in paragraph 8 above. 11. LIMITATION OF ACTIONS. Village 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 receipt of the Vehicle by the City. 12. 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 the Village 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 the Village and/or their respective 2 officials, officers, employees and/or agents as a result of this agreement or any actions of the Parties pursuant to this agreement. 13. 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 the Village 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 or arising out of this agrcement. 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 Village to commit the Village 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. VII, AGE OF ARLINGTON IIEIGIITS CIT ' GIN I- 1 P4ine Richard G. Kozal, City Manager 44 Attest: Title � City Clerk Legal Dept\AgreementWillage of Arlington Heights-Purchase Agr-5-20-22.docx 3