HomeMy WebLinkAbout23-172 Resolution No.23-172
RESOLUTION
AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH ESSCOE, LLC FOR
THE PURCHASE OF AUTOVU LICENSE PLATE RECOGNITION CAMERAS AND
ASSOCIATED EQUIPMENT
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
Esscoe, LLC, for the purchase of AutoVu license plate recognition cameras and associated
equipment, a copy of which is attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: September 13, 2023
Adopted: September 13, 2023
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 13th day of September 2023, by
and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City")
and Esscoe, LLC, an Illinois limited liability company, (hereinafter referred to as "Esscoe" 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 Esscoe shall sell the goods and/or services
described by the three-page quote (Quote No: JMBVQ3190) dated July 24, 2023 referred to as
Attachment A, which is 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, which is 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. Esscoe
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 Esscoe agrees that service by
first class U.S.mail to 570 Oakwood Road, Lake Zurich, IL 60047 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 a writing instrument executed by both Parties with the same formalities as the original
Agreement.
5. MERGER. This Agreement embodies the whole Agreement of the Parties. There
are no promises, terns, 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. Esscoe 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, Esscoe 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.
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 Attachment A hereto, the terms and provisions of this purchase Agreement
shall supersede and control.
11. PAYMENT. City shall pay the total sum of Fifty One Thousand Six Hundred Sixty
Nine Dollars ($51,669.00)within thirty(30) days of delivery or City's receipt of invoice, whichever
is later. The aforementioned total sum is inclusive of all freight and shipping costs. The City of
Elgin is a tax-exempt governmental entity.
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.
14. INDEMNIFICATION. To the fullest extent permitted by law, Esscoe 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
negligent acts or omissions of Esscoe or Esscoe'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.
15. WARRANTY. All applicable warranties, including but not limited to any and all
applicable manufacturer's warranties, warranties of merchantability, and warranties of fitness for a
particular purpose, are included as part of this Agreement, and shall apply to all goods, accessories,
components, and services to the benefit of the City.
16. 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.
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17. 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.
18. LIMITATION OF ACTIONS. The Parties hereto agree that any action by the
Esscoe 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.
19. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement.
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.
ESSCOE, LLC CI LGIN
Sylvia Kuzdzal G
Print Name Richard G. Kozal, City Manager
Attest:
Signature
Business Manager A4�01�
Title City Clerk
Legal Dept\Agreement\Esscoe Purchase Agr-License Plate Reader Recognition Cameras-7-28-23.docx
3
ILLINOIS LIC.NO.:127.001301 ATTACHMENT A ns
RSYSthe engineeretems
company
SECURITY•LIFE SAFETY
City of Elgin PROJECT: Elgin-LPR July 23
QUOTE# JMBVQ3190
DATE: Jul 24, 2023
SALESPERSON: John VanHyfte
System Quote
This Quote("Quote")is based on the requirements of Customer as provided In a request for proposal or bid offer("RFP")and is subject to ESSCOE
Terms and Conditions("Terms and Conditions")attached hereto.Any changes to or deviations from the RFP requested by Customer shall be quoted
separately.This Quote is valid for sixty(60)days from the date issued above,unless the Customer and ESSCOE both execute this document creating a
contract ("Agreement"),
QTY MODEL1 DESCRIPTION UNIT PRICE EXT PRICE
(GSA#470SWA18D0050)
Add to existing Genetec Advantage contract
10 AU-K-V-BS850-LC-000 Black AutoVu-SharpV Camera Kit which includes:SharpV Dual motorized lenses $4,988.75 $49,887.S0
(LPR and Context)with 850nm illuminator,mounting bracket and Sharp Camera
Connection(24Vdc or PoE++802.3bt Type 3 required).
10 ADV-LPR-F-3Y Genetec-Advantage for 1 AutoVu-fixed camera connection-3 Years $172.17 $1,721.70
10 ADV-LPR-F-1M Genetec""Advantage for 1 AutoVu—fixed camera connection-1 Month $5.98 $59.80
1 PR --
SUB TOTAL $51,669.00
SALES TAX: $0.00
TOTAL: $51,669.00
OUOTE SUMMARY
Quote provided under GSA contract#47QSWA18DO050 for Genetec.
GSA purchase materials only.No services.
Quote for 10 fixed LPR cameras shipped to City of Elgin with associated Genetec Advantage added to existing contract to expire
on August 31st 2026
Excludes
Services
Sales Tax
570 OAKWOOD I LAKMRICH I IL 60047 MAIN 847/847.32021 FAX847/847.3201 1 www.esscoe.com
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For Client: City of Elgin For ESSCOE, LLC:
SIGNATURE OF AUTHORIZED REPRESENTATIVE SIGNATURE OF SALES REPRESENTATIVE
John VanHyfte
PRINTED NAME&TITLE PRINTED NAME
DATE
PURCHASE ORDER/CONTRACT 140.
THANK YOU FOR YOUR BUSINESS!
570 OAKWOOD I LAIEZURICH I IL 60047 MAIN 847/847.32021 FAX 847/847.3201 1 www.esscoe.com
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eSSCcS6� STANDARD TERMS AND CONDITIONS
the engineered systems?
company
These terms and conditions shall prevail over any variation in terms and conditions on any purchase order or other document that the Customer may Issue.Further,In the event of is conflict between the terms of the Agreement and
the terms of any Schedule,the terms of this Agreement shall control;provided however,the Parties may mutually agree and expressly orspeciffally authorize inwriting that a particularterm or terms of a Schedule shall control over a
particular term of t hls Agreement and then only to the extent provided in such Schedule.
1.FEES.Customer shall pay to ESSCOE all billed fees,costs,charges and expenses("Fees")within thirty 130)days or as detailed In the Quote,these terms and conditions aid Schedules with no right of set-off for any claims by
Customer.Any and all claims shall be addressed separately between the Parties.The Fees set forth herein may be adjusted at any time by mutual written agreement of both Parties.All Fees will be billed and paid in U.S.dollars,unless
otherwise provided in a Schedule.Customer Is responsible for any and all taxes,duties or governmental charges.
2.LATE PAYMENTS.If Customer falls to make payment of the Fees when due,Customer shall pay to ESSCOE a late payment charge at the rate of one and one-half percent 11,5%)per month,or the highest rate allowed by applicable
law,if lower.The late payment charge shall be calculated from the date that the unpaid Fees become due and shall be compounded monthly for the period during which any such Fees remain unpaid.If Customers account is thirty
(30)days past due and ESSCOE has not terminated under Section 6,upon 14 days notice to Customer,ESSCOE may elect to suspend services governed by this Agreement until Customers account becomes current.Customer agrees
that suspension of service does not release them from their obligation to pay all monies due to ESSCOF under this Agreement.Customer agrees that ESSCOE will not be liable for any claims of Customer or third party if service is
suspended due to a past due balance or otherwise.
3.PREVAILING WAGE.ESSCOE's services performed shall be based on Its understanding through the actions,statements and/or omissions of the Customer that is contemplated in the Schedules and the work to be Performed relating
thereto Is not subject to federal,state or local prevailing wage requirements.If ESSCOE's understanding Is Incorrect,Customer agrees and acknowledges that it shall immediately notify ESSCOE In writing within forty-elght(48)hours
from receiving this notice so that ESSCOE may submit a revised proposal and/or invoice reflecting the additional costs associated with applicable prevailing wage laws.If at any time it is determined that this proled is or was subject to
prevailing wage requirements under federal,state or local law,then Customer agrees and acknowledges that it shall reimburse and make whole ESSCOE for any back wages,penalties and/or interest owed to its employees or any
other third party,including but not limited to any appropriate governmental agency.Customer also agrees that Ti costs and/or applicable fees will also be Increased as required by the increase in wage payments to ESSCOE's
employees.Customer understands and acknowledges that it shall notify ESSCOE of arty prevailing wage requirements or obligations under applicable laws relating to the work or services performed by ESSCOE.Customer also agrees
to Indemnify and hold ESSCOE harmless from any error,act or omission on its part with regard to prevailing wage notification that causes any claim,cause election,harm or loss upon ESSCOE,including but not limited to prompt
reimbursement to ESSCOE ofany and all reasonable attorneys fees and costs associated with such claim,cause ofaction,harm or loss.
4.SECURITY INTEREST.Customer herein grants ESSCOE a purchase money security Interest in any equipment sold,until the total purchase price Is paid to ESSCOL Customer irrevocably appoints ESSCOE as agent to file financing
statements with respect to this security Interest and agrees to execute any documents necessary to perfect said Interest.
5,TERM.The term of this Agreement begins on the Effective Date and continues as long as ESSCOE is providing services to the Customer pursuant to the term of the Agreement or any Schedule.Notwithstanding the foregoing,this
Agreement may be terminated by ESSCOE as follows:(a)all Schedules have expired or have been terminated In accordance with their terms,or jb)this Agreement Is terminated in accordance with its terms,In which case all Schedules
will also terminate,subject to their respective termination provisions.The Parties may mutually agree lnwritlng to extend this Agreement and any Schedule in accordance with the terms and conditionsset forth therein.
6,DEFAULT.ESSCOE may also terminate this Agreement upon the following events of default('Default"):(a)any failure of Customer to pay any amounts billed and due hereunder,which failure remains uncured for a period ofthirty
(30)days after notice thereof,(b)Customer breach of a ny terms of the Agreement,or(c)either party may terminate lithe other party(i)ceases to do business in the normal course,(ii)becomes or Is declared insolvent or bankrupt,(ill)Is
the subject of any proceeding related to Its liquidation or insolvency(whethervoluntary or involuntary)which Is noidismissed within ninety(90)calendar days or liv)makes an assignment for the benefit of credltors.
7.REMEDIES.In the event of Customers Default of this Agreement,In addition to termination under Section 6,ESSCOE may pursue any one of the following remedies:1)declare ninety(90)percent of the balance due for the
unexpired term of this Agreement immediately due and payable as liquidated damages,not as a penalty,2)proceed at law or equity to enforce performance of Customer or recover damages for breach of the Agreement and/or any
Schedule including all costs and expenses Including without limitation reasonable attorneys fees,in connection with enforcing or attempting to enforce this Agreement or 3)any otheravallable remedies permitted by law.
8.LIMITATION OF LIABILITY.CUSTOMER EXPRESSLY ACKNOWLEDGES ESSCOE AND ITS AFFILIATES,SUBCONTRACTORS,EMPLOYEES,AGENTS AND ASSIGNS ARE NOT INSURERS AGAINST LOSSES AND THAT INSURANCE AGAINST LOSS 15
THE SOLE RESPONSIBILITY OF THECUSTOMER.THE PAYMENTS AND CHARGES REQUIRED BY THIS AGREEMENT ARE BASED SOLELY ON THE VALUE OF THE SERVICES PROVIDED AND ARE UNRELATED TO THE VALUE OF THE PREMISES OR
ANY PERSONAL PROPERTY LOCATED ON OR NEAR THE PREMISES.CUSTOMER AGREES THAT IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO ASCERTAIN OR DETERMINE THE AMOUNT OF DAMAGES,IF ANY,WHICH MAY RESULT
FROM A FAILURE BY ESSCOE TO PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR THE FAILURE OF THE ALARM OR OTHER ELECTRONIC SYSTEMS TO OPERATE PROPERLY.CUSTOMER AGREES THAT,IF ESSCOE SHOULD
BE FOUND LIABLE TO CUSTOMER FOR ANY LOSS,DAMAGE OR INJURY UNDER ANY LEGAL THEORY AS A RESULT Or THE FAILURE OF THE SERVICES,ALARM OR OTHER ELECTRONIC SYSTEM IN ANY RESPECT,ESSCOE'S LIABIUTY WILL BE
LIMITED TO NO MORE THAN THE AMOUNT CUSTOMER PAID ESSCOE FOR EQUIPMENT AND/OR SERVICES LESS ANY INSURANCE PROCEEDS RECEIVED BY CUSTOMER,WHICH SUM SHALL BE PAID AND RECEIVED AS LIQUIDATED
DAMAGES(AND NOT AS A PENALTY),SUCH LIABILITY SHALL BE COMPLETE AND EXCLUSIVE.THIS LIMITATION OF LIABILITY APPUESTO ANY AND ALL LOSS OR DAMAGE RESULTING DIRECTLY OR INDIRECTLY TO PERSONS OR PROPERTY,
IRRESPECTIVE OF CAUSE OR ORIGIN,WHETHER AS A RESULT OF THE PERFORMANCE OR NONPERFORMANCE OR THE NEGLIGENCE OR GROSS NEGLIGENCE BY ESSCOE,ITS AFFILIATES,SUBCONTRACTORS,EMPLOYEES,AGENTS AND
ASSIGNS OF SERVICES PERFORMED UNDER THIS AGREEMENT.ESSCOE SHALL NOT BE LIABLE FOR ANY SPECIAL,PUNITIVE,CONSEQUENTIAL OR INDIRECT DAMAGES,INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS,BUSINESS
OPPORTUNITIES,OR CUSTOMER GOODWILL IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER.
9. INDEMNIFICATION.Customer agrees to and shall Indemnify and hold harmless ESSCOE,Its officers,employees,agents and subcontractors,from and against any and all cialms,actions and/or lawsuits,including injury,damage,
expense,costs and reasonable attorney's fees,and losses asserted against and alleged to be caused by ESSCOEs'performance or nonperformance of Its obligations under the Agreement,strict liability,defects in product,design,
installation,warranty service,monitoring or operation or non operation of the systemto be serviced.
10.FILING SUIT.All suits,actions of proceedings,legal or equitable,against ESSCOE must be commenced In court within one(1)year after the cause of action has accrued or the act,omission or event occurred upon which the suit,
action or proceeding arises,whichever is earlier,or the shortest duration permitted under applicable law If such period Is greaterthan one yearand Find such claim,action or proceeding Is Instituted within that time,ItIs barred.
11.WARRANTY.ESSCOE DOES NOT REPRESENT OR WARRANT,EXPRESSLY OR IMPLIED,THAT ITSSERVICES,SYSTEMSAND EQUIPMENT WILL ELIMINATE OCCURRENCES OF THE EVENTS THAT THEY ARE INTENDED TO DETECT ORAVERT.
UNLE55OTHERWISE PROVIDED IN A SCHEDULE,ESSCOE HAS MADE NO REPRESENTATIONS OR WARRANTIES,AND HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABWTY OR FITNESS FOR ANYPARTICULAR USE.
12.DEUVERY/FORCE MAJEURE.If equipment is purchased,ESSCOE shall deliver or have delivered the equipment as projected in the Agreement or Schedules.ESSCOE shall not be liable for delays in delivery or installation."Force
Majeure Event"shall mean any event beyond ESSCOE's control,Including but not limited to:acts of war,acts of public enemies,terrorist attacks,governmental orders relating to the foregoing,Insurrections,riots,sabotage,
earthquakes,Roods,acts of God,embargoes,authority of laws,third-party labor disputes(including strikes,lockouts,job actions or boycotts),fires,explosions,or failure in electrical power,heat,light,air conditioning or
communications equipment.In the event E55COE is precluded or delayed from performing underthis Agreement due to a Force Majeure Event,ESSCOE shall be excused from such performance and may withhold performance without
liability while such Force Majeure Event exists.ESSCOE shall notify the Customer as soon as reasonably possible regarding the existence and nature of the Force Majeure event and shall promptly give notice of its recommencement of
performance.In the event the Force Majeure Event exists for more than ninety(901 days,ESSCOE,upon written notice,may terminate this Agreement without liability.
13.INDEPENDENT CONTRACTOR.ESSCOE is an lode pendent contractor under this Agreement.It shall comply with all payroll tax withholdings,social security,unemployment and related employer obligations applicable to It.Except as
set forth In a duly authorized Power of Attorney,no Party shall hold itself out as an agent of or In a joint venture with the other,and no Party shall have the authority to act on behaff of the other.
14.SUBCONTRACTORS.ESSCOE may subcontract all or portions of the Services to a third parry without Customer's consent.The subcontracted third party shall be subject to the terms and conditions of this Agreement unless
otherwise agreed to by the parties in writing.
15.ASSIGNMENT;NO THIRD PARTY BENEFICIARIES.The rights and obligations under this Agreement may not be transferred or assigned to a third party by the Customer without the prior written consent of ESSCOE.ESSCOE shall have
the night to assign this Agreement without prior notice or consent of the Customer.This Agreement is binding upon and shall Inure to the benefit of each Party and its respective successors and assigns.Other than Esscoe's
subcontractors,there are no third party beneficiaries underthis Agreement.
16.AMENDMENTS;WAIVER;SEVERABILITY.This Agreement can only be modified or amended by a written instrument signed by the Parties.A waiver of any right by either Party will not constitute a waiver of such right on any
subsequent occasion.Acceptance by ESSCOE of the amounts(or lesseramounts)payable underthis Agreement shall not be deemed a waiver of any default.If any provision of this Agreement is determined to be invalid,suds Invalidity
will not affect the validity of the remaining portions of this Agreement.
17.SURVIVAL The rights and obligations of this Agreement which by their natu re are intended to survive expiration or termination shall so survive,Including but not limited to Sections 1-5,7-15,17,and 18-24.
18.GOVERNING LAW AND VENUE.THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS.THE CUSTOMER AGREES THAT ESSCOE SHALL HAVE THE
RIGHT TO ENFORCE ITS RIGHTS UPON THIS AGREEMENT IN THE PROPER COURT OF LAKE COUNTY,ILLINOIS.IF SUIT IS FILED IN LAKE COUNTY,ILLINOIS BY ESSCOF,THEN CUSTOMER AGREES NOT TO SEEK TRANSFER OF THIS MATTER
TO ANY OTHER COURT OR JURISDICTION AND CONSENTS TO JURISDICTION IN THE COURTS OF LAKE COUNTY,ILLINOIS.BOTH PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACT ION,PROCEEDING,OR COUNTERCLAIM.
19.NO BREACH OF OTHER AGREEMENTS.Customer and ESSCOE each respectively represent and warrant that its execution of this Agreement does not violate any applicable law or breach any other agreement to which it is a Party or
is othenwisebound.
20.NOTICE.Any notice required or permitted to be given shall,except where specifically provided otherwise,be given in writing to the person and at the address listed above by personal delivery,overnight carrier,electronic mail(e-
mail),facsimile,or unified mall,return receipt requested.The date of notice shall be as follows:the date upon which such notice is so personally delivered;If by overnight carrier,the date of receipt at the designated address;if by
facsimile transmission,upon electronic confirmation thereof,If by electronic mail le-mall),upon electronic confirmation thereof or if by certified mail,the date of delivery.
21.ENTIRE AGREEMENT.This Agreement and any Schedules attached and made a part hereto set forth the full and complete understanding of the Parties with respect to the matters herein and supersedes any and all oral or written
agreements and representations between the Parties made or dated prior to the Effective Date,
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Customer initials