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HomeMy WebLinkAbout23-166 Resolution No. 23-166 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH LAYNE CHRISTENSEN COMPANY, D/B/A LAYNE, A GRANITE COMPANY FOR THE PURCHASE OF A WATER TREATMENT PLANT WELL MOTOR 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 Layne Christensen Company,d/b/a Layne,a Granite Company,for the purchase of a water treatment plant well motor, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: August 23, 2023 Adopted: August 23, 2023 Omnibus Vote: Yeas: 9 Nays: p Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 23rd day of Augast , 2023, by and between the City of Elgin, Illinois, a municipal corporation(hereinafter referred to as "City") and Layne Christensen Company, d/b/a Layne, a Granite company, a Delaware corporation, (hereinafter referred to as "Layne" 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. The City shall purchase, and Layne shall sell the goods and/or services described in the one-page June 13, 2023 quote from Layne, which is attached hereto and made a part hereof as Exhibit A. 2. TERMS. This Agreement shall be subject to the terms and conditions contained herein and as provided by the one page Exhibit A,attached hereto and made a part hereof. 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. Layne 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 Layne agrees that service by first class U.S. mail to 721 W. Illinois Avenue, Aurora, IL 60506 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. Layne 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,Layne shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, Layne hereby certifies,represents and warrants to the City that all of Layne'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. Layne 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 Layne to determine Layne's compliance with the provisions of this section. In the event the City proceeds with such an audit, Layne shall make available to the City I.ayne's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 9. 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. 10. CONFLICT. In the event of any conflict between the terms and provisions of this purchase agreement and Exhibit A hereto, the terms and provisions of this purchase agreement shall supersede and control. 11. PAYMENT. City shall pay the total sum of$75,892 within thirty (30) days of eity's receipt of invoice. The aforementioned total sum is inclusive of all freight, shipping and applicable taxes. 12. DELIVERY. Layne shall store the motor at Layne's Aurora facility until the City has use for it. 13. 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. 14. 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 Layne's sole expense. 15. INDEMNIFICATION. To the fullest extent permitted by law,Layne agrees to and shall indemnify 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 out of any acts or 2 negligent acts or omissions of Layne or Layne'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 and hold harmless, such action shall be defended by legal counsel of the City's choosing. 16. 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 apply to all goods,accessories and components to the benefit of the City. 17. 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. 18. 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. 19. LIMITATION OF ACTIONS. The Parties hereto agree that any action by the Layne arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time-barred. 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. LAYNE CHRISTENSEN COMPANY CIT ELGIN William Balluff,P.E. Pr' t N chard G. Kozal,City Manager _ Attest: signstaff- WRD Account Manager III Title City Clerk Legal Dept\AgreementlLayne Granite Co Agr-Factory Rebuilt Motor 7-27-23.docx 3 EXHIBIT A 21 Christensen u0mpany WWI 7 W11n vvee � Aurora,IL 00506 A GRARM COMPANY torin JlH yanite Wnslructfancw n June 13, 2023 Ms. Nora Bertram City of Elgin 150 Dexter Court Elgin, IL 60120 Re, Elgin Well 5A Ms. Bertram: Flowserve is offering a 50% discount on a factory exchange motor, "based on long working relationship with Layne", to replace the Elgin 5A 350 HP, 2300V, 17', Type M Byron Jackson submersible motor. Under these conditions, the proposed cost of the factory exchange 350 HP, 2300V, 17',Type M Byron Jackson submersible motor Is $75,892, Projected lead time is 12 weeks upon written authorization to proceed. At the City's direction, Layne will store the motor at Layne's Aurora facility until the Clty has use for it. Dur(ng storage at Layne, Layne will check, and record, the motor's rotation and meg readings on a quarterly basis fulfilling a 12/36 month warranty established under Layne's stored motors agreement with Flowserve. To this date, Layne does not charge a fee for this service. Please let me know if you have any questions or 9 Layne may be of any service, Layne Christensen Company William Balluff, P.E. WRD Account Manager III