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HomeMy WebLinkAbout22-31 Resolution No. 22-31 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH FARO TECHNOLOGIES, INC. FOR FOCUS LASER SCANNER, ASSOCIATED EQUIPMENT AND ON-SITE TRAINING 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 FARO Technologies,Inc.,for focus laser scanner,associated equipment and on-site training,a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: February 23, 2022 Adopted: February 23, 2022 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk DocuSign Envelope ID:84EEA942-B490-43D0-B9BD-F4FAFEFF40AD PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 23rd day of February , 2022,by and between the City of Elgin, Illinois, a municipal corporation(hereinafter referred to as "City") and FARO Technologies, Inc., a Florida corporation, (hereinafter referred to as "FARO" 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 FARO 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. 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. FARO 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 FARO agrees that service by first class U.S. mail to FARO Technologies, Inc., 250 Technology Drive, Lake Mary, FL 32746 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. FARO 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, FARO shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, DocuSign Envelope ID:84EEA942-B490-43D0-B9BD-F4FAFEFF40AD minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, FARO hereby certifies, represents and warrants to the City that all of FARO'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. FARO 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 FARO to determine FARO's compliance with the provisions of this section. In the event the City proceeds with such an audit,FARO shall make available to the City FARO'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$54,080.60 within thirty (30) days of delivery or city's receipt of invoice,whichever is later. All transportation,freight and delivery costs are included in the purchase price. City is a tax exempt governmental body, and shall not be liable to FARO for taxes. 12. DELIVERY. FARO shall complete delivery of all goods on or before April 29, 2022. 13. LIMITATION OF DAMAGES. In no event shall either party 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. 14. TRANSFER OF TITLE/RISK. Transfer of title, and risk of loss shall pass to the City upon delivery of the goods. 15. INDEMNIFICATION. To the fullest extent permitted by law, FARO 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 other relief or liability arising out of or resulting from or through or alleged to arise 2 DocuSign Envelope ID:84EEA942-B490-43D0-B9BD-F4FAFEFF40AD out of any acts or negligent acts or omissions of FARO or FARO'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. FARO 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. (OR MERGER?) 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. COMPANY NAME CI GIN /1007 FARO Technologies, Inc. Print Name ichard G.Kozal,City Manager � yftnned��bF;4m y* a, ' a igna re Director of sales - Public safety ity Clerk Title Legal Dept\Agreemeriffurchase Agr-Faro Tech-Focus Laser Scanner-2-3-22.docx 3 DocuSign Envelope ID:84EEA942-649043D0-B9BD-F4FAFEFF40AD ,_;HMENT A Page 1 Rlk AM O Remit to: FARO Technologies, Inc. FARO Technologies, Inc. Quotation No: 20429228 250 Technology Park P.O. Box 116908 Quotation Date: 10/29/2021 Lake Mary FL 32746-7115 Atlanta, GA 30368-6908 Expiration Date: 02/28/2022 Phone No:407-333-9911 Regional Manager: Jeff Sexton Fax No: 407-333-4181 Account Manager: Jeffrey Voyt Email:jeff.voyt@faro.com Sales Support: Cynthia Clarke Ship: Standard/Ground Bill To: Ship To: Payment Terms: Net due in 30 days Elgin Police Department Elgin Police Department Delivery Terms: EXW Origin 151 Douglas Ave Jonathan Cox Lead Time: 2-6 Weeks 60120-5539 Elgin, IL 151 Douglas Ave USA 60120-5539 Elgin, IL PO Number: USA Contact Person: Jonathan Cox Description e ■■ LS-8-S-70 3D_HW_LS_FocusS 70 1 30,628.33 Laser Scanner Focus S 70 ships with: 1x Focus S 70, 1x Quick Release, HDR photography, GPS, compass, altimeter(barometer), dual-axis compensator,Accessory Bay, 1x Power Block Battery, 1x Battery Power Dock, 1 x Power Supply, 1x 32GB SD card and reader, 1x rugged transport case, calibration certificate, manufacturer warranty and a quick start guide.G7G77:G83 ACCS-PWR-0014 3D_AC_LS_FocusS Battery Power 1 579.20 Block Power Block battery for Focus laser scanner and Freestyle. ACCSS8032 3D AC_LS_Standard Carbon Fiber 1 799.12 Tripod DocuSign Envelope ID:84EEA942-B490-43D0-B9BD-F4FAFEFF40AD Page 2 F A wO Quote no. 20429228 M Description s ■■ Carbon fiber tripod, super lightweight, highly stable, low-vibration, customized for Focus scanners for perfect performance and increased durability. SOFTD0900 SCENE 1 3,693.50 SCENE. New license. Includes 1-year of standard maintenance. License container sold separately. SOFTL0001 Single User Soft Lock 1 0.00 Soft lock for one single user license. Software licenses purchased separately. Can be used together with FARO SCENE, CAM2, FARO Zone,As-Built, and RevEng Software products. TR-SCN-POS Laser Scanner Tr. -FARO Fac. -Inc 1 0.00 "Available only at point of FARO system sale. Includes training for 2 Trainees.#Three day course at a training facility provided by FARO that discusses FARO Laser Scanner with FARO Software, setup, and basic measurements.Classroom trainings are scheduled on a first come,first served basis.Classes can be cancelled within two weeks of the scheduled date if sufficient enrollment is not met.Training days must be taken together on consecutive days,and cannot be split into individual days." DocuSign Envelope ID:84EEA942-B490-43D0-B9BD-F4FAFEFF40AD Page 3 F A ■�� Quote no.20429228 ..■� Description ■�■■ TR-SCN-POS-FOR-O OnSite Forensics Cust-Site Upg. 5 1 9,130.00 Day Available only at point of FARO system sale. Customer Site Upgrade -five day course that discusses forensic applications with FARO Scanner with FARO Software, setup, and basic measurements. Customer Site Trainings are designed for up to 4 people to ensure proper transfer of knowledge and understanding. Price per class. Training days must be taken together on consecutive days, and cannot be split into individual days. CCR-SCN-V8-Y4 Complete Care-SCN Focus S/M-Y4 1 9,230.00 Complete Care service plan includes parts and labor for repair and annual cleaning and calibration.Three years of coverage in addition to the included 1-year warranty. Total Unit Price 71,160.00 Total Discount 17,099.85- Shipping &Handling 20.45 Total USD 54,080.60 Signature: Print: Title: Date: