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Home My WebLink About24-261 Resolution No. 24-261 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH CUMMINS, INC. FOR THE RIVERSIDE WATER TREATMENT PLANT GENERATOR COUPLING REPAIR 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 Cummins, Inc., for the Riverside Water Treatment Plant generator coupling repair, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: December 4, 2024 Adopted: December 4, 2024 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 4th day of December , 2024, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Cummins Inc., an Indiana corporation authorized to do business in the State of Illinois(hereinafter referred to as"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 Seller shall sell and install the goods and/or services to the City and complete the repairs as described in the two (2) page proposal, prepared by Cummins Sales and Service,dated January 23,2024,attached hereto and made apart hereof as Attachment A. 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. In the event of any conflict between any of the terms and provisions of this Agreement and Attachment A,the terms and provisions of this Agreement shall supersede and control. 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. Seller 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 Seller agrees that service by first class U.S. mail to Cummins Sales and Service, Chicago IL Branch, 7145 Sante Fe Drive, Hodgkins, IL, 60525, shall constitute effective service. The Parties hereto waive any rights to a jury 4. 4O 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. M'RGF$. 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. Seller 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. 1 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, Seller 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,nondiscrimination 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. PAYMENT. City shall pay the total sum of Forty-Three Thousand Six Hundred Ninety-Two Dollars and Sixty-Four Cents ($43,692.64) within thirty (30) days of delivery and installation 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. 11. J.IMITATION OF DAMAGES. In no event shall either party be liable for any monetary damages in excess of the purchase price contemplated by this Agreement. In no event shall either party be liable to the other party for any consequential, special or punitive damages, or any damages resulting from loss of profit. IN NO EVENT SHALL SELLER'S LIABILITY TO CITY OR ANY THIRD PARTY CLAIMING DIRECTLY THROUGH CITY OR ON CITY'S BEHALF UNDER THIS CONTRACT EXCEED ONE MILLION DOLLARS ($1,000,000). NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY CUMMINS' NEGLIGENCE OR WILLFUL MISCONDUCT. 12. TRANSFER OF TITLE/RISI{. Transfer of title,and risk of loss shall pass to the City upon delivery and installation of the goods. 13. JNDEMNIFICATION.To the fullest extent permitted by law,Seller agrees to and shall indemnify,and hold harmless the City,its officers,employees,boards and commissions from and against any and all third party 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 injury to persons,including death,or damage to property,to the extent caused by caused by the negligent acts or omissions of Seller or Seller'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 2 commissions covered by the foregoing duty to indemnify and hold harmless, such action shall be defended by legal counsel of Seller's choosing,subject to the approval of the City,which approval shall not be unreasonably withheld or denied.The City shall have the option of participating in the defense at its own expense. 14. WARRANTY. All parts and components furnished hereunder shall be warranted in accordance with the applicable manufacturer's express warranty for any goods for a period of one(1)year and Seller's standard warranty for workmanship for a period of ninety(90)days,and any rights thereto shall pass on to the City. THE WRITTEN WARRANTIES SHALL BE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED; AND ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE IS EXPRESSLY EXCLUDED. REPAIR OR REPLACEMENT SHALL BE THE SOLE REMEDY FOR DEFECTS OR ERRORS IN WORKMANSHIP AND/OR MATERIALS. 15. 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. 16. 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. 17. '.IMITATION OF ACTIONS. The Parties hereto agree that any action by the Seller arising out of this Agreement must be filed within two years of the date the alleged cause of action arose or the same will be time-barred. 18. TIME , Seller shall use commercially reasonable efforts in good faith to perform the Services in accordance with the schedule agreed by the Parties. 19. NONDISCRIMINATION.The Seller will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, ancestry, order of protection status, familial status, marital status, physical or mental disability, military status,sexual orientation,or unfavorable discharge from military service which would not interfere with the efficient performance of the job in question. The Seller will take affirmative action to comply with the provisions of Elgin Municipal Code Section 5.02.040 and will require any subcontractor to submit to the City a written commitment to comply with those provisions. The Seller will distribute copies of this commitment to all persons who participate in recruitment, screening, referral and selection of job applicants, prospective job applicants, and subcontractors. The persons 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. 3 IN WITNESS WHEREOF, the Parties have hereto set their hands the day and year first above written. CUMMINS INC. ('I"1 ELGIN Benjamin Rankin Print Name Ric lard G. Kozal,City Manager Attest: Signature Sales Manager hb/e/- Title City Clerk stVt/f/ Legal Dept\Agreement\Cummins Inc-Purchase Agr Generator Coupling-Clean-1 I-19-24.docx 4 S V 1NTAIHJV11V Payment terms are 30 days from invoice date unless otherwise Sales and agreed upon in writing. Remit to: Cummins Sales and Service Service PO Box 772639 Detroit,MI 48277-2639 CHICAGO IL BRANCH INVOICE NO 7145 SANTA FE DRIVE HODGKINS, IL 60525- ESTIMATE (708)579-9222 TO PAY ONLINE LOGON TO customerpayme nt.cum mins.com BILL TO OWNER CITY OF ELGIN WWTP RIVERSIDE ACCOUNTS PAYABLE 375 W RIVER ROAD PAGE 1 OF 2 150 DEXTER CT ELGIN, IL 60123-5555 •••CHARGE ELGIN. IL 60120-5555 DAVID KNOWLES - 847 9316100 DATE CUSTOMER ORDER NO. DATE IN SERVICE ENGINE MODEL PUMP NO. EQUIPMENT MAKE 15-OCT-2024 24-MAR-2006 1250.0DFLC-5552 ONAN CUSTOMER NO. SHIP VIA FAIL DATE ENGINE SERIAL NO. CPL NO. EQUIPMENT MODEL 27725 21-JAN-2024 B060887408 GEN SET REF.NO. SALESPERSON PARTS DISP. MILEAGEHOURS PUMP CODE UNIT NO. 379430 RIVERSIDE#2 QUANTITY BACK QUANTITY PART PRODUCT ORDERED ORDERED SHIPPED NUMBER DESCRIPTION CODE UNIT PRICE AMOUNT OSNIMSNMN B060887408 COMPLAINT WHILE PERFORMING REPAIRS/MAINTENANCE ON UNIT#1 A CRACK WAS FOUND IN THE GEN TO ALTERNATOR COUPLING. UNIT#2 PREVENTATIVE REPAIR CAUSE AGE AND CONDITION CORRECTION CUMMINS WILL PROVIDE LABOR,MATERIALS AND RIGGING TO PERFORM AND COMPLETE THIS REPAIR COVERAGE CUSTOMER REMARK 8-13-24 SENT TO DAVID KNOWLES<KNOWLES_D@CITYOFELGIN.ORG>FOR $40,692.25 JM 10-15-23 SENT TO DAVID KNOWLES FOR$41,323.25 JM 1 0 M0101171 M0101171 NSPART4 3,981.78 3,98178 1 0 RIGGING RIGGING NSPART4 8,223.07 8,223.07 1 0 MISC MISC NSPART4 3,350.00 3,350.00 TAX EXEMPT NUMBERS PARTS: 15,554.85 PARTS COVERAGE CREDIT: 0.00CR TOTAL PARTS: 15,554.85 SURCHARGE TOTAL: 0.00 LABOR: 20.882.40 LABOR COVERAGE CREDIT: 0.00CR TOTAL LABOR 20,882.40 TRAVEL 4,746.00 Completion date: 15-Dec-2024 08:38AM. Estimate expires: 15-Dec-2024 08:39AM. Billing Inquiries'?Call(877)480-6970 THERE ARE ADDITIONAL CONTRACT TERMS ON THE REVERSE SIDE OF THIS DOCUMENT,INCLUDING LIMITATION ON WARRANTIES AND REMEDIES,WHICH ARE EXPRESSLY INCORPORATED HEREIN AND WHICH PURCHASER ACKNOWLEDGES HAVE BEEN READ AND FULLY UNDERSTOOD. AUTHORIZED BY(print name) SIGNATURE DATE Payment terms are 30 days from invoice date unless otherwise '0 Sales and agreed upon in writing. Remit to: Cummins Sales and Service Co° Service PO Box 772639 Detroit.MI 48277-2639 CHICAGO IL BRANCH INVOICE NO 7145 SANTA FE DRIVE HODGKINS, IL 60525- ESTIMATE (708)579-9222 TO PAY ONLINE LOGON TO customerpayment cummins corn BILL TO OWNER CITY OF ELGIN WWTP RIVERSIDE ACCOUNTS PAYABLE 375 W RIVER ROAD PAGE 2 OF 2 150 DEXTER CT ELGIN, IL 60123-5555 •••CHARGE*** ELGIN. IL 60120-5555 DAVID KNOWLES-847 9316100 DATE CUSTOMER ORDER NO. DATE IN SERVICE ENGINE MODEL PUMP NO. EQUIPMENT MAKE 15-OCT-2024 24-MAR-2006 1250.0DFLC-5552 ONAN CUSTOMER NO. SHIP VIA FAIL DATE ENGINE SERIAL NO. CPL NO. EQUIPMENT MODEL 27725 21-JAN-2024 B060887408 GEN SET REF.NO. SALESPERSON PARTS DISP. MILEAOEMOURS PUMP CODE UNIT NO. 379430 RIVERSIDE#2 QUANTITY BACK I OUANTITY PART PRODUCT ORDERED ORDERED SHIPPED NUMBER DESCRIPTION CODE UNIT PRICE AMOUNT OSN/MSNMN B060887408 TRAVEL COVERAGE CREDIT: 0.000R TOTAL TRAVEL: 4,746.00 MISC. 140.00 MISC.COVERAGE CREDIT: 0.00CR TOTAL MISC.: 140.00 ROAD MILEAGE FS PG 140.00 SIGN UP FOR AUTO EMAIL OF INVOICES AND CREDITS AT HTTP.//CUSTOMERPAYMENT.CU MMINS.COM LOCAL 0.00 Completion date:15-Dec-2024 08:38AM. Estimate expires:15-Dec-2024 08:39AM. Billing Inquiries?Call(877)480-6970 THERE ARE ADDITIONAL CONTRACT TERMS ON THE REVERSE SIDE OF THIS DOCUMENT,INCLUDING LIMITATION ON WARRANTIES AND REMEDIES,WHICH ARE SUB TOTAL: 41,323.25 EXPRESSLY INCORPORATED HEREIN AND WHICH PURCHASER ACKNOWLEDGES HAVE TOTAL TAX: 0.00 BEEN READ AND FULLY UNDERSTOOD. TOTAL AMOUNT:US$ 41,323.25 AUTHORIZED BY(print name) SIGNATURE DATE