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Home My WebLink About23-81 Resolution No. 23-81 RESOLUTION AUTHORIZING EXECUTION OF A SALES AGREEMENT WITH THE FOX RIVER& COUNTRYSIDE FIRE RESCUE 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 Fox River&Countryside Fire Rescue 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: April 26, 2023 Adopted: April 26, 2023 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk SALES AGREEMENT THIS AGREEMENT is hereby made and entered into this 26th day of Af ?_'.L. 2023, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City of Elgin" or"Seller")and the Fox River&Countryside Fire Rescue District(hereinafter referred to as"Fox River FRD"or"Buyer"). 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: I. PURCHASE. Fox River FRD shall purchase, and City of Elgin shall sell the 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 a"Surplus Radio"and collectively as the"Surplus Radios"). A Surplus Radio consists of one radio, one lapel microphone,one battery and one charger. The Fox River FRD shall be responsible for all programming and all associated costs to operate 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 he the Circuit Court of Kane County, Illinois. Fox River FRD 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 Fox River FRD agrees that service by first class U.S. mail to 34W500 Carl Lee Road, St. Charles, IL 60174 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. 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. 7. PAYMENT. Fox River FRD shall pay $1,500 for each Surplus Radio for the total sum of$7,500 prior to pickup of Surplus Radios. 8. DELIVERY. Fox River FRD shall pickup the Surplus Radios at the City's designated location on or before May 1,2023. 9. DISCLAIMER OF WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SURPLUS RADIOS INCLUDING THE RADIOS AND ALL EQUIPMENT BEING CONVEYED WITH SUCH RADIO, 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, FITNESS FOR A PARTICULAR PURPOSE, OR THAT DEFECTS IN THE SURPLUS RADIOS WILL BE CORRECTED. 10. TRANSFER OF TITLE/RISK. Transfer of title, and risk of loss shall pass to the Fox River FRD 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 Fox River FRD 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. 14. NO WAIVER OF IMMUNITIES 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 of Elgin 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 of Elgin 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. 2 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 intention of the parties hereto that no action may be commenced by any person or entity against the City of Elgin and/or its respective officials, officers, employees, agents and/or other related persons or entities for monetary damages for any alleged breach or failure to provide services 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. FOX RIVER& COUNTRYSIDE FIRE CITY OF ELGIN RESCUE DISTRICT Print Name Richard G. Kozal, City Manager �L. � Attest: Signature Title WyTlerk Legal DeptWgreement\Fox River&Countryside FRD Surplus Radio Equip-Sale Agr-3-9-23.doex 3 ATTACHMENT A APX7000XE 7/800-VHF Portable Radio 2023 Used Condition Inventory Serial# Fox River FPD 1 562CNZ5988 2 562CNZ5732 3 562CNZ5944 4 1 562CNZ5783 5 562CNZ5719