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HomeMy WebLinkAbout23-154 Resolution No.23-154 RESOLUTION AUTHORIZING EXECUTION OF A SALES AGREEMENT WITH THE KIRKLAND COMMUNITY FIRE DISTRICT FOR THE SALE OF SURPLUS EMERGENCY PORTABLE RADIOS 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 Sales Agreement on behalf of the City of Elgin with the Kirkland Community Fire District, for the sale of surplus emergency portable radios, a copy of which is attached hereto and made a part hereof by reference. _s/David J. Kaptain _ David J. Kaptain, Mayor Presented: July 26, 2023 Adopted: July 26, 2023 Vote: Yeas: 8 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk i SALES AGREEMENT THIS AGREEMENT is hereby made and entered into this 26th day of fit~ , 2023, by and between the City of Elgin, Illinois, a municipal corporation (hereinaffer referred to as "City" or"Seller") and the Kirkland Community Fire District(hereinafter referred to as"Kirkland FD" or"Buyer"), collectively,the"Parries". 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. Kirkland FD shall purchase, and City shall sell the Goods("Goods"); consisting of the five (5) used Motorola Model APX7000XE radios identified in Attachment A, attached hereto and made a part hereof(hereinafter referred to as "Radio' and collectively as the "Radios"). A Radio consists of one radio, one lapel microphone, one battery and one charger. The Kirkland FD shall be responsible for all programming and all associated costs to operate all Radios on the StarCom system. 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. Kirkland FD 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 the Kirkland FD agrees that service by first class U.S. mail to Kirkland Community'.Fire District, 3891 IL-72, Kirkland, IL 60146 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. 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. 6. COUNTERPARTS AND 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. This Agreement may be executed electronically, and any signed copy of this Agreement transmitted by facsimile machine, email,or other electronic,means 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 facsimile machine, email, or other electronic means shall be considered for these purposes an original signature and shall have the same legal effect as an original signature. 7. PAYMENT. Kirkland FD shall pay to City$1,500 for each Radio for the total sum of$7,500 prior to pickup of Radios. 8. DELIVERY. Kirkland FD shall pick up the Radios at the City's designated location on or before August 1,2023. 9. DISCLAIMER OF WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY . APPLICABLE LAW,, THE RADIOS INCLUDING THE RADIOS AND ALL APPERTENANT EQUIPMENT BEING CONVEYED WITH SUCH RADIOS, ARE BEING SOLD AND TRANSFERRED ON AN "AS IS"BASIS AND "WITH ALL FAULTS" AND CITY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND (WHETHER EXPRESS, IMPLIED OR STATUTORY), INCLUDING THE WARRANTIES OF MERCHANTIBILITY, FTI'NESS FOR A PARTICULAR PURPOSE, OR THAT DEFECTS IN THE RADIOS WILL BE CORRECTED. 10. TRANSFER OF TITLE/RISK. Transfer of title, and risk of loss shall pass to the Kirkland FD upon delivery of the Goods. 11. RELATIONSHIP BETWEEN THE PARTIES. This Agreement shall not be construed so as to create a joint venture, partnership, employment or other agency relationship between the Parties hereto. 12. 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. 13. LIMITATION OF ACTIONS. The Kirkland FD 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 August 1, 2024. 14. NO WAIVER OF E%VdUNITIES 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 its 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 its respective officials, officers, employees and/or agents as a result of this agreement or any actions of the Parties pursuant to this agreement. 15. 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 2 intention of the Parties hereto that no action may be commenced by any person or entity against the City and/or its respective officials, officers, employees, agents and/or other related persons or entities for monetary damages for any alleged breach of this agreement or failure to provide the Goods described in this agreement. 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 Buyer to commit the Buyer 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. KIRKLAND COMMUNITY FIRE DISTRICT CITY OF ELGIN Print Name Richard G.Kozal,City Mainwiger 0 ive Attest: ignature eNl EF Title City 'lerk Legal Dept\Agreement\Kirkland Community FD Radio Equip-Sale Agr-7-7-23.docx 3 ATTACHMENT A Kirkland Fire Department Serial# 2 3 k v Z594(: 4 } 'L Z594 7 5