HomeMy WebLinkAbout24-179 Resolution No.24-179
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: August 14,2024
Adopted: August 14, 2024
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 14th day of August 2024, 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: JMBVQ3351-02) dated July 10, 2024 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, 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. 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 Sixty One Thousand Five Hundred
Seventy One Dollars and Sixteen Cents ($61,571.16) 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.
2
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 C I" ELGIN
John VanHyfte
Print Name 'chard G. Kozal, City Manager
Attest:
Si ature
VP of Security Sales
Title City Clerk
Legal DeptWgreement\Fcwoe Purchase Agr-License Plate Reader Recognition('ameras-7-15-24.docx
3
ILLINOIS LIC.NO.: 127.001301 essc
the engineered systems
company
SECURITY•LIFE SAFETY
City of Elgin PROJECT: Elgin-LPR Add July 24
QUOTE# JMBVQ3351-02
DATE: Jul 10, 2024
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 MODEL NO DESCRIPTION UNIT PRICE EXT PRICE
(GSA#47QSWA18D0050)
12 AU-K-V-BS850-LC-000 Black AutoVu`"SharpV Camera Kit which includes:SharpV Dual motorized lenses $4,987.41 $59,848.92
(LPR and Context)with 850nm illuminator,mounting bracket and Sharp Camera
Connection(24Vdc or PoE++802.3btType 3 required).
288 ADV-LPR-F-1 M Genetec`"Advantage for 1 AutoVu`"fixed camera connection-1 Month $5.98 $1,722.24
TOTAL PRICING:
SUB TOTAL $61,571.16
SALES TAX: $0.00
TOTAL: $61,571.16
OUOTE SUMMARY
Quote provided under GSA contract#47QSWA18D0050 for Genetec.
GSA purchase materials only.No services.
Quote for 12 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 OAKWO D 1 LAKEZURICH 1 IL 60047 MAIN 847/847.32021 FAX 847/847.3201 1 www.esscoe.com
1 of 3
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 NO.
THANK YOU FOR YOUR BUSINESS!
570 OAKWO D I LAKEZURICH I Il.60047 MAIN 847/847.3202 I FAX 847/847.3201 I www.esscoe.conl
2 of 3
eSsc .
the engineered systems/ STANDARD TERMS AND CONDITIONS
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 a 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 or specifically authorize in writing that a particular term or terms of a Schedule shall control
over a particular term of this 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(30)days or as detailed in the Quote,these terms and conditions and Schedules with no right of set-off for any claims by
Customer.Arty 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 governmentalcharges.
2 LATE PAYMENTS.If Customer fails 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(1.5%)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 Customer's 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 Customer's account becomes current.Customer agrees
that suspension of service does not release them from their obligation to pay all monies due to ESSCOE 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 riot 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-eight
(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 project 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 prices,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 any 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 of action,harm or loss upon ESSCOE,
including but not limited to prompt reimbursement to ESSCOE of any and all reasonable attorneys'fees and costs associated with such claim,cause of action,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 ESSCOE.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
S.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(b)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 in writing to extend this Agreement and any Schedule in accordance with the terms and conditions set forth therein.
6.DEFAULT.ESSCOE may also terminate this Agreement upon the following events of default("Default"):la)any failure of Customer to pay any amounts billed and due hereunder,which failure remains uncured for a period of thirty
(30)days after notice thereof,(b)Customer breach of any terms of the Agreement,or(c)either party may terminate if the other party)i)ceases to do business in the normal course,(ii)becomes or is declared Insolvent or bankrupt,
(III)is the subject of any proceeding related to Its liquidation or insolvency(whether voluntary or Involuntary)which is not dismissed within ninety(90)calendar days or(iv)makes an assignment for the benefit of creditors.
7.REMEDIES.In the event of Customer's 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 other available remedies permitted bylaw.
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
IS THE SOLE RESPONSIBILITY OF THE CUSTOMER. 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 OF THE FAILURE OF THE SERVICES,ALARM OR OTHER ELECTRONIC SYSTEM IN ANY RESPECT,ESSCOE'S
LIABILITY 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 APPLIES TO 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 claims,actions and/or lawsuits,including injury,damage,
expense,costs and reasonable attorney's fees,and losses asserted against and alleged to be caused by ESSCOE's performance or nonperformance of its obligations under the Agreement,strict(lability,defects in product,design,
installation,warranty service,monitoring or operation or non-operation of the system to be serviced.
10.FILING SUIT.All suits,actions or proceedings,legal or equitable,against ESSCOE must be commenced in court within one(I)year alter 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 greater than one year and If no such claim,action or proceeding Is instituted within that time,it is barred.
11.WARRANTY.ESSCOE DOES NOT REPRESENT OR WARRANT,EXPRESSLY OR IMPLIED,THAT ITS SERVICES,SYSTEMS AND EQUIPMENT WILL ELIMINATE OCCURRENCES OF THE EVENTS THAT THEY ARE INTENDED TO DETECT OR
AVERT.UNLESS OTHERWISE PROVIDED IN A SCHEDULE,ESSCOE HAS MADE NO REPRESENTATIONS OR WARRANTIES.AND HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE.
12.DELIVERY/FORCE MAJEURE.11 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,floods,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 ESSCOE is precluded or delayed from performing under this 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 at 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(90)days,ESSCOE,upon written notice,may terminate this Agreement without liability.
13.INDEPENDENT CONTRACTOR.ESSCOE Is an independent 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 behalf of the other.
14.SUBCONTRACTORS.ESSCOE may subcontract all or portions of the Services to a third party 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.
1S.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 right 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 under this Agreement.
lb.AMENDMENTS;WAIVER;SEVERABILITY This Agreement can only be modified or amended by a written instrument sgned 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 for lesser amounts)payable under this Agreement shall not be deemed a waiver of any default.If any provision of this Agreement is determined to be invalid,such
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 nature are intended to survive expiration or termination shall so survive,including but not limited to Sections 1 d.7.15,17,and 18.74.
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 ESSCOE,THEN CUSTOMER AGREES NOT TO SEEK TRANSFER OF THIS MATTER
TO ANY OTHER COURT OR IURISDICTION AND CONSENTS TO JURISDICTION IN THE COURTSOF Kane COUNTY,ILLINOIS.BOTH PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION,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 Parry
or Is otherwise bound.
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 mad(e-
mail),facsimile,or certified 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 mall(e mail),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.
3of3
Customer Initials