HomeMy WebLinkAbout23-84 Resolution No. 23-84
RESOLUTION
AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH MINUTEMAN
SECURITY TECHNOLOGIES, INC. D/B/A MINUTEMAN SECURITY & LIFE SAFETY
FOR THE PURCHASE OF A MOBILE PARKING ENFORCEMENT SYSTEM
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
Minuteman Security Technologies,Inc.d/b/a Minuteman Security&Life Safety,for the purchase of
a mobile parking enforcement system,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
PURCHASE AGREEMENT
THIS AGREEMENT is hereby made and entered into this 26th day of April.
2023, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as
"City") and Minuteman Security Technologies, Inc. d/b/a Minuteman Security & Life Safety, a
Massachusetts corporation (hereinafter referred to as "Minutunan"),
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 Minuteman shall sell the goods and/or
services described by Attachment A, 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.
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. Minuteman
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 Minuteman agrees that service
by first class U.S. mail to Advanced Corporate Agent Services, Inc., 30 N, LaSalle, Suite 1510,
Chicago, 1L 60602 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 hereto.
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. Minuteman 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 50511, 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 temis or the provisions of this agreement are deemed to be void or otherwise une])force able
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 (lie performance of this
agreement, Minuteman shall comply with all applicable tederal, 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.
Minuteman hereby certifies, represents and warrants to the City that all of Minuteman's employees
and/or agents who will be providing products and/or services with respect to this agreement shall be
legally authohired to work in the United States. Minuteman 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
Minuteman to determine Minuteman's compliance with the provisions of this section. In the event
the City proceeds with such an audit, Minuteman shall make available to the City Minuteman's
relevant records at no cost to the City. City shall pay any and all costs associated will► any such
audit.
9. EXF,CUfiON. 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 a-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,
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 invoke the optional warranty provisions at a cost of
$15,297,95 and shall pay the total sum of$53,873.86 within thirty (30) days of delivery or city's
receipt of invoice, whichever is later. The aforementioned total sum is inclusive of all freight,
shipping and applicable taxes. The City is a tax-exempt governmental body,
12. DELIVERI'. Minuteman shall complete delivery of all goods on or before April 30,
2023.
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 Minuteman's sole risk
and expense.
15. LIMITATION OF AC`i'IONS. Minuteman 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 alliliates, officers, employees, agents, attorneys, boards
and commissions of any nature whatsoever and in whatsoever f'onon after two (2) years from the
date of this Agreement.
16, TIME IS OF THE. ESSENCE. Time is of the essence of this Agreement.
2
17. 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 and/or Minuteman and/or their officials, officers, employees and/or agents
pursuant to the Local Governmental and Governmental Employees Tort Immunity Act at 745 ILCS
10/1-101, ct 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 Minuteman and/or their respective
officials, officers, employees and/or agents as a result of this agreement or any actions of the
Parties pursuant to this agreement.
18. 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 and/or Minuteman and/or their 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 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.
MINUTEMAN SECURITY & LIFE SAFETY ward
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Print Nam . Kozal, City anager
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Signature Of
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Legal UepMUicemen("Minulemen Security Tcch-Punbarr Agr-2-22-21dou
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ATTACHMENT A
MINUTEMANTM
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We have prepared a quote for you
Elgin Mobile Parking Enforcement Car
Quote#009401
Version 5
Prepared for:
Elgin Police Department
Brooke Rzeppa
rzeppa_b@cityofelgin.org
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8200 `
Tinley Pt.),
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Scope of Work
Scope:MST to provide and install(1)Mobile Parking Enforcement system to include tire cameras for valve stem imagery.
Elgin currently has Genetec AutoVue software on a local server at the PD.The quoted parking software will be loaded onto this PC.
Minuteman assumes:
• Assumes all work will be completed during normal business hours of Monday-Friday 7:OOAM-S:OOPM.
• That there is not a requirement for prevailing wage and or union labor.
Customer Supplied Connections:
• A high-speed internet connection with a static IP address must be provided by the customer at the head-end location for remote
access.
• A network connection must be provided at each specified location.An IP address may also be required.
Existing Devices:
• This proposal assumes that any&all existing conduit,wire,devices&hardware to be used are in satisfactory condition and meet
minimum requirements.
• Replacement,repairs and or changes to equipment will require change order authorization by both the customer&Minuteman
Security Technologies,Inc,
Project Exclusions:
• Infectious Disease Control Measures.
Payment Info:
• Payment Terms:(Net30].
• Progress payments per AIA form will besubmitted.
• Final Payment due upon completion of project.
Quote#t009401 vS Page:2 of 7
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Materials
Description Price city Ext.Price
Head End Equipment&Software
Gsc Autovutm Standard Package For Parking Manage $4,638.21 1 $4,638.21
Upgrade To Multiple Pay By Plate Systems.No Nee $3,71419 1 $3,714.29
Mapping License Including Data For North America $464.29 1 $464.29
Genetec Advantage for 1 AutoVu mobile system 1Mth $15.51 6 $93.06
Genetec Advantage for 1 AutoVu mobile system conne $445.71 1 $445.71
Field Devices
AutoVu SharpZ3 OVERTIME Single base KIT 850nm $25,484.64 1 $25,484.64
Shipping&Handling $135.71 1 $135,71
Subtotal: $34,975.91
Labor
[Description
Price Qty Ext.Price
stallation Services $3,600.00 1 $3,600.00
------ -- ----- — ---- ------ -- Subtotal: $3,600.00
OPTIONAL WARRANTY * Contains Optional Items
Price Qty Ext.Price
Description
Service upgrade from return&repair $723.55 1* $723.55
Advanced replacement 4YR $12,774.40 1* $12,774.40
Remote Support 4YR Extended support fee $150.00 12* $1,800.00
* Optional Subtotal: $15,297.95
Quote#009401 v5 Page:3 of 7
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MINUTEMAN ,
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Elgin Mobile Parking Enforcement Car
Prepared by: Prepared for: Quote Information:
Illinois Elgin Police Department Quote#:009401
Shawn O'Connell 150 Douglas Ave Version:5
3314549656 Elgin,IL 60120 Delivery Date:02/17/2023
soconnell@minutemanst.com Brooke Rzeppa Expiration Date:03/31/2023
(847)289-2573
rzeppa_b@cityofelgin.org
Quote Summary
Description Amount
Materials $34,975.91
Labor $3,600.00
TotaL $38,575.91
*Optional Expenses
Description One-Time
OPTIONAL WARRANTY $15,297.95
Optional Subtotal: $15,297.95
Payment Terms:Net 30 Days
Illinois
Signature:
Name: Shawn O'Connell
Title: Executive Account Manager
Date: 02/17/2023
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Page:4 of 7
Quote#009401 v5 ;*�
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8200 W.i85th St
Tinley Park,IL I87
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Quote#009401 v5
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Sales Agreement T&C's
Standard
OPERATION:Customer shall be responsible for:(!)properly testing and setting the system on every closing and to properly turn off the system
on each opening(if applicable);(I1)testing any detection device,or other electronic equipment designated in the Proposal prior to setting the
System for closed periods;(III)notifying Minuteman promptly if such equipment fails to respond to the test;and(iv)using and operating the
System and the equipment properly and in accordance with proper operating procedures(if customer requires Minuteman Security
Technologies).Whenever Minuteman employees or authorized representatives are sent to the Covered Premises in response to a service call
or alarm signal caused by the Customer improperly following operating instructions or falling to close or properly secure a protected point,
Customer agrees to pay an additional service charge at Minuteman's prevailing rate per occurrence.
DELAYS-INTERRUPTION OF SERVICE:Minuteman shall not be liable for any delays,however caused,or for interruptions of service caused by
strikes,riots,floods,acts of God,loss of communication and or other signal transmission lines,or by any event beyond the control of
Minuteman. Minuteman will not be required to furnish service to Customer while such interruption shall continue.
EXCLUSIONS:Services to be provided by Minuteman pursuant to this Agreement do not include:
• Repair of damage or increase in service time caused by failure to continually provide a suitable operating environment for the
System as prescribed by Minuteman and/or the manufacturer of any equipment used in the System,including,but not limited to,
the failure to provide,or the failure of,adequate and regulated electrical power,air conditioning or humidity control;or such special
requirements as contained in the Proposalhereto.
• Repair of damage or increase in service time caused by use of the equipment for other than the ordinary use for which the
equipment was designed or purpose for which it wasintended.
• Repair of damage,replacement parts(due to other than normal wear)or repetitive service calls caused by the use of unauthorized
supplies or equipment.
• Repair of damage or increase in service time caused by:accident,disaster,which shall Include,but not be limited to,fire,flood,
water,wind and lightning;transportation,neglect or misuse,alterations,which shall include,but not be limited to,any deviation
from Minuteman's physical,mechanical or electrical machine design;attachments,which are defined as the mechanical,electrical or
electronic interconnecting to non-Minuteman equipment and devices not supplied by Minuteman.
• Electrical work external to the equipment or accessories furnished by Minuteman.
ADDITIONAL CHARGES:Unless otherwise specified in the Proposal,service charges for the system are based upon coverage during"normal
business hours of operation."Service performed outside this window,or as a result of the failure of the Customer to adhere to the
requirements as specified by either the manufacturer or outside the scope of the Agreement,shall be chargeable at Minuteman's prevailing
rates.Customer shall not tamper with,adjust,alter,move,remove,or otherwise interfere with equipment without Minuteman's specific
permission,nor permit the same by other contractors.Any work performed by Minuteman to correct Customer's breach of the foregoing
obligation shall be corrected and paid for by Customer at Minuteman's prevailing rates.Remedial maintenance due to Acts of God or events
beyond the control of Minuteman shall be corrected by Minuteman at Minuteman's sole expense.
Minuteman shall have the right to increase or decrease the periodic service charge provided above at any time or times afterthe expiration of
one year from the date service is operative under this Agreement,upon giving Customer written notice thirty(30)days in advance of the
effectivedate of such increase or decrease.
LIQUIDATED DAMAGES-MINUTEMAN'S LIMITS OF LIABILITY:Customer understands that Minuteman is not an insurer;that Customer is
responsible for obtaining insurance for such reasons or purposes,including theft and vandalism,and in such amounts,as Customer shall
Quote#009401 v5 Page:6 of 7
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Sales Agreement T&C's
determine.Customer further understands and agrees that the sums payable hereunder to Minuteman are based upon the value of services
offered and equipment value provided and such sums are not related to the value of property belonging to Customer or to others located on
the Covered Premises.Customer does not and shall not seek indemnity under this Agreement from Minuteman,and specifically waives any
rights for indemnity for any damages or losses caused by hazards to customers,invitees,guests,or property of customer or third parties.
Customer understands and agrees that the System and the services to be supplied hereunder are designed to detect security breaches,and
that MINUTEMAN MAKES NO WARRANTY,EXPRESS OR IMPLIED,THAT THE SYSTEM OR THE SERVICES IT FURNISHES WILL AVERT OR PREVENT
OCCURRENCES,OR THE CONSEQUENCES THEREFROM.Customer agrees that Minuteman shall not be liable to Customer,its employees,
agents or guests,or to any third party,for any losses or damages,irrespective of origin,to person or property,whether directly or indirectly
caused by performance or non-performance of obligations imposed upon Minuteman under this Agreement or by negligent acts or omissions
of Minuteman,its agents or employees.In all events,it is further agreed that if Minuteman should become liable for any losses or damages
for any reason having to do with this Agreement, Minuteman's total liability to Customer shall be limited$250.,which sum the Customer
agrees is reasonable. The payment of this amount shall be Minuteman's sole and exclusive liability regardless of the amount of loss or
damage incurred by the Customer.
INDEMNIFICATION:Each party shall indemnify and hold harmless the other,their trustees,officers,professional staff,employees and agents
from and against any loss,damage,claim or liability,including reasonable attorneys'fees(collectively"liabilities"),arlsing out of the
performance of this Agreement to the extent that such liabilities arise from the acts or omissions,negligence,gross or reckless misconduct,or
intentional wrongdoing of the indemnifying party,its trustees,officers,professional staff,employees or agents.
WARRANTY:Minuteman Security Technologies,Inc. Full One Year Limlted Warranty:
• What is Covered: This warranty covers any defects in materials or workmanship,including installation,with the exceptions stated
below.
• How Long Coverage Lasts: This warranty runs for one year from the date your system was installed and accepted.
• What Is Not Covered: This warranty does not cover intentional or un-intentional misuse or of any of the system components or
software.The warranty does not cover damage as a result of acts of god(lighting,floods,storms,etc...)or electric surge.
• What Minuteman Will Do: Minuteman will repair any part of the system that is proved to be defective in materials orworkmanship.
In the event repair is not possible on certain system components,Minuteman will replace said component with similar specification
and price.
• How To Get Service: Contact our service department at your nearest service center.A service representative will review your system
and take any necessary action to correct problems covered by this warranty.
• How State Law Applies: This warranty gives you specific legal rights,and you may also have other rights which vary from state to
state.
Turnkey Installation
THIS QUOTE INCLUDES:Only the items and quantities of devices listed on this quotation.Multiple site visits for phased projects;permits,
licenses,sales tax and shipping costs;third party approvals or third-party testing or Inspections;return visits if other trades could not be
coordinated to be present during our original site visit;and labeling of devices,controls or any required signs. The design is pending approval
of authorities having jurisdiction where approval is required.Pre-installation rough-in followed by one site visit for final connection of head-
end w/training if needed and all required testing to be performed during the same visit.Acceptance and testing documentation(when
applicable).For alarm systems with a key lock box,if shown on plans the least expensive lock box will be provided unless specified otherwise.
Work is to be performed during the hours of 8:00 AM and 4:30 PM.We may choose to make a network connection in the building to facilitate
commissioning and service remotely.
Quote#009401 v5 _ _ Page:7 of 7
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Sales Agreement T&C's
THIS QUOTE DOES NOT INCLUDE: Unforeseen existing conditions that were not brought to our attention prior to the quote.
IT IS THE CUSTOMER'S RESPONSIBILITY TO:Provide a revised equipment count if the quantities shown are incorrect.Provide a minimum of
FIVE business days to schedule.Provide a clean and safe working environment that complies with all OSHA rules and standards.Provide a safe
and secure,climate-controlled storage area for tools and the equipment being installed.Provide labeling and any required signs.Provide
trash receptacles and pay for all trash removal unless trash removal Is specifically listed.Cutting,patching,and painting of any areas affected
by the installation unless each of these functions are specifically listed on the quote.If there is a custom annunciator/map or custom control
panel,etc.then AutoCAD files must be provided to work from.To pay additional travel and labor costs for any additional unplanned site-visits.
Quote#009401 v5 Page:8 of 7
September 20th,2019
To Whom It May Concern, Geneec
Genetec does not contract directly with end users for the sale of AutoVu LPR hardware and software
solutions manufactured by Genetec. Instead,Genetec utilizes a network of certified and trained
partners around the world to provide sales and local services to end users. Minuteman Security
Technologies is currently Genetec's Elite Premier Partner contractually assigned to sell and service
both our fixed and mobile LPR solutions in the state of IL/WI/IA/MN.
If you desire additional information,please do not hesitate to contact me at 770-845-4431 at any time.
Thank you for your interest in our products.
Sincerely,
Phil Malencsik
AutoVu Regional Sales Manager
2280,boul.Alfred-Nobel,bureau 400
Montreal(Quebec) WS 2A4
Canada
T 514.332.4000 F 514,332,1692
genelec.com