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HomeMy WebLinkAbout23-136 Resolution No. 23-136 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH NIELSEN ENTERPRISES, INC. FOR THE PURCHASE OF A SEA-DOO SWITCH WATER RESCUE BOAT 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 Nielsen Enterprises, Inc., for the purchase of a Sea-Doo Switch water rescue boat, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: June 14, 2023 Adopted: June 14, 2023 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 14th day of 2023, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Nielsen Enterprises, Inc., an Illinois corporation (hereinafter referred to as "Nielsen" 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 Nielsen shall sell the goods and/or services described in the attached Buyer's Order dated April 18, 2023 consisting of one (1)page, attached hereto and made a part hereof as Attachment A. 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. Nielsen 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 Nielsen agrees that service by fast class U.S. mail to 130 S. Milwaukee Avenue, Lake Villa, IL 60046 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. Nielsen 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. 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. 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, Nielsen shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, Nielsen hereby certifies, represents and warrants to the City that all of Nielsen'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. Nielsen 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 Nielsen to determine Nielsen's compliance with the provisions of this section. In the event the City proceeds with such an audit, Nielsen shall make available to the City Nielsen's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 8. 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, e-mail or other electronic means shall be treated in all manner and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine, or e-mail, or other electronic means shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed, e-mailed or other electronically transmitted 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 electronically transmitted correct 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. 9. 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 control. 10. PAYMENT. City shall pay the total sum of $26,346.42 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. 11. DELIVERY. Nielsen shall complete delivery of all goods on or before December 31, 2023. 12. 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. 13. 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 Nielsen's sole expense. 14. WARRANTY. All applicable warranties, including but not limited to any and all applicable manufacturer's warranties are included as part of this purchase agreement, and shall 2 apply to all goods,accessories and components to the benefit of the City. NIELSEN ENTERPRISES, INC. CI ELGIN c.. P ' ame Richard G.Kozal,City Manager Attest: ature /-, �_4 Title City Clerk Legal Dept\Agreement\Purchase Agr-Nielsen Enterprises-Fire Water Rescue Boat-5-10-23.docx 3 ATTACHMENT A Nielsen Enterprises, Inc. 130 S. Milwaukee Ave. (Rt. 83) Lake Villa IL 60046 847-356-3000 ROBB CAGANN Buyer's Order Date 04/18/2023 Order No. 550 SUMMIT STREET Salesman 4-MACKENZIE ELGIN IL 60120 4219 H W C 630-624-4006 1 hereby agree to purchase the following unit(s)from you under the terms and conditions specified. Delivery is to be made as soon as possible. It is agreed, however,that neither you nor the manufacturer will be liable for failure to make delivery. Unit Information New/U Year Make Model Serial No. Stock No. Price(Incl factory options) New 2022 SEA-DOO 43NB YDV005391_122 SB0774 $18,499.00 New 2022 KARAVAN TRAILER 5KTBS1813NF559725 SBT0774 $1,000.00 Options: COVER MOORING KIT M $782.99 D Manufacturer Retail Price $20,999.00 ECHO S_OUNDER KIT $386.99 D Less Dealer Discount $1,500.00 PLATFORM SWIM REAR KIT SWITCH $539.99 D Dealer Unit Price $19,499.00 SUNSHADE KIT SWITCH X 16 $945.99 D Factory Options $0.00 LABOR:DEPTH(1HR)PLATFORM(1.5HR)MAP(1HR) $332.50 D Added Accessories $3,428.42 MAP LIC $539.96 D Freight $2 100.00 FIRE EXTINGUISHER KIT $0.00 D Dealer Prep./Rigging Fee 950.00 LIc.Fee/Re Istration $191.00 Customer Rebate 1 $0.00 Snow/Water Reg $30.00 Elec Filing Fees 0.00 Customer Rebate 2 0.00 EXTRAS 6 0.00 Extended Warranty- Illinois 0.00 Property/Liability 0.00 NPP $0.00 EXTRAS 10 $0.00 Tire&Wheel $0.00 Gap Insurance 0.00 WI EXT. WARR-ON RD MCY 0.00 WI TIRE AND WHEEL-ON RD MCY $0.00 Extra Line 15 0.00 Cash Price $26,198.42 Trade Allowance $0.00 Payoff 0.00 Net Trade $0.00 Net Sale (Cash Price-Net Trade) $26,198.42 Notes: Sales Tax $0.00 Title/License/Registration Fees 0.00 Document or Administration Fees $148.00 Credit Life Insurance $0.00 Accident& Disability $0.00 Trade Information Total Other Charges $148.00 Sub Total (Net Sale+Other Charges) $26,346.42 Cash Down Payment $0.00 Amount to Pay/Finance $26,346.42 Monthly Payment of $0.00 For 0 Months at 0.00% Interest NOTICE TO BUYER:(1)Do not sign this agreement before you read it or if it contains any blank spaces to be filed in. (2)You are entitled to a completely filled in copy of this agreement. (3)If you default in the performance of your obligations under this agreement,the vehicle may be repossessed and you may be subject to suit and liability for the unpaid indebtodnoss evidenced by this agreement. TRADE-IN NOTICE: Customer respresents that all trade in units described above are free of all liens and encumbrances oxcept as noted. 'With Approved Credit. Interest rates and monthly payment are approximate and may vary from those determined by the lendor. Customer Signature Dealer Signature Thank You for Your Business!