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Home My WebLink About23-83 Resolution No. 23-83 RESOLUTION AUTHORIZING EXECUTION OF A SALES AGREEMENT WITH THE CITY OF DEKALB, ILLINOIS 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 City of DeKalb, Illinois, 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 2 6 t h day of April , 2023, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City of Elgin" or "Seller") and the City of DeKalb, Illinois, a municipal corporation, (hereinafter referred to as "City of DeKalb" 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: 1. PURCHASE. City of DeKalb shall purchase, and City of Elgin shall sell the goods consisting of the seventy-five(75)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 City of DeKalb shall be responsible for all programming and all associated costs to operate on the StarCom system. 2. LAWNENUE. This agreement is subject to and governed by the laws of the State of Illinois. City of DeKalb agrees that service by first class U.S. mail to 164 E. Lincoln Highway, DeKalb, IL 60115 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. City of DeKalb shall pay$1,500 for each Surplus Radio for the total sum of$112,500 prior to pickup of Surplus Radios. 1 8. DELIVERY. City of DeKalb 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 City of DeKalb 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 City of DeKalb 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 four(4)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. 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. 2 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. CITY OF DEKALB CIT LGIN l� Print Unffe Richard G.Kozal,City Manager AUO& Attest: \ Signature /1171 Title ity lerk Lcgal Dept\Agreement%City of DeKalb Surplus Radio Equip-Sale AgrA-6-23 w-Attach.docx 3 ATTACHMENT A APX7000XE 7/800-VHF Portable Radio 2023 Used Condition inventory Serial# Serial# _ DEKALBFD DEKALB FD 1 562CNZ5981 39 562CNZ5666 2 562CNZ5594 40 562CNZ5668 3 562CNZ5595 41 562CNZ5671 4 562CNZ5597 42 S62CNZ5673 5 562CNZ5598 43 S62CNZ5678 6 562CNZ5599 44 562CNZ5680 7 562CNZ5600 45 562CNZ5681 8 562CNZ5603 46 562CNZ5683 9 562CNZ5604 47 562CNZ5686 10 562CNZ5605 48 562CNZ5688 11 562CNZ5606 49 552CNZ5689 12 562CNZ5608 50 562CNZ5690 13 562CNZ5610 51 562CNZ5692 14 562CNZ5612 52 562CNZ5693 15 562CNZ5614 53 562CNZ5694 16 562CNZ5615 54 562CNZ5695 17 562CNZ5616 55 562CNZ5698 18 562CNZS617 56 562CNZ5699 19 562CNZ5623 57 S62CNZ5703 20 562CNZ5625 58 562CNZ5704 21 562CNZ5626 59 562CNZ5706 22 562CNZ5629 60 562CNZ5707 23 562CNZ5632 61 562CNZ5711 24 562CNZ5633 62 562CNZ5713 25 562CNZ5636 63 562CNZ5714 26 562CNZ5639 64 562CN7-5715 27 562CNZ5640 65 562CNZ5716 28 562CNZ5642 66 562CNZ5717 29 562CNZ5643 67 562CNZ5718 30 562CNZ5644 68 562CNZ5722 31 562CNZ5645 69 562CNZ5723 32 562CNZ5651 70 562CNZ5726 33 562CNZ5652 71 562CNZ5738 34 562CNZ5653 72 562CNZ5739 35 562CNZ5654 73 562CNZ5744 36 562CNZ5656 74 562CNZ5746 37 562CNZ5657 75 562CNZ5747 38 562CNZ5659