HomeMy WebLinkAbout24-98 Resolution No. 24-98
RESOLUTION
AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH DIGICOM, INC.
FOR THE INSTALLATION OF FIRE STATION ALERTING 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 DigiCom, Inc., for the installation of fire station alerting equipment, a copy of which is
attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: April 10, 2024
Adopted: April 10, 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 10th day of
_ April _ 2024, by and between the City of Elgin, Illinois, a municipal corporation
(hereinafter referred to as "City") and DigiCom, Inc., an Illinois corporation (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 as described in the three (3) page proposal, dated October 3, 2023,
attached hereto and made a part 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 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 DigiCom, Inc., c/o registered agent David P. Buckley, Jr.,
201 South Grove Avenue, 4`h Floor, Barrington, IL 60010 shall constitute effective service. The
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, tern-is, 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.
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 Seventy Eight Thousand Eight
Hundred and Six Dollars and Fifty Cents ($78,806.50) 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. 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.
12. TRANSFER OF TITLE/RISK. Transfer of title, and risk of loss shall pass to
the City upon delivery and installation of the goods.
13. INDEMNIFICATION. 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 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 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 commissions covered by the
foregoing duty to indemnify and hold harmless, such action shall be defended by legal counsel of
the City's choosing.
14. WARRANTY. All applicable warranties, including but not limited to any and all
applicable manufacturer's warranties, warranties of merchantability, and warranties of fitness for
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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.
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. LIMITATION OF ACTIONS. The Parties hereto agree that any action by the
Seller 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.
18. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement.
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.
IN WITNESS WHEREOF, the Parties have hereto set their hands the day and year first above
written.
DIGICOM, INC. C ELGIN ai/
•
Print Na Richard G. Kozal, City Manager
Attest:
Signature •
Title City Clerk
Legal Dept\Agreement\Digicom Agr-Install Fire Station Alerting Equip-3-IS-24.docx
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ATTACHMENT A
Digicom Installations, Inc.
11905 Heron Dr
Huntley, IL 60142 US
patfortunato@digicominstallations.com D i g i Co m
Inc.
Estimate
ADDRESS ESTIMATE# 1256
Asst. Chief Mike Rothecker DATE 10/03/2023
Elgin Fire Department EXPIRATION DATE 01/03/2024
550 Summit St
Elgin, IL 60120 United States
ACTIVITY OTY RAKE AMOUNT
Installation 1 10,317.00 10,317.00
Installation of equipment upgrades to the
existing fire station alerting system. Estimate
includes installation of equipment identified
in US Digital Design quote"IL_ELGN0006".
Estimate also includes purchase and
installation of non-USDD equipment by
Digicom. Estimate includes installation,
provisioning, audio balancing and testing.
Fire Station #1: 5 standard speakers and 1
indoor/outdoor speaker.
Installation 1 12,277.00 12,277.00
Installation of equipment upgrades to the
existing fire station alerting system. Estimate
includes installation of equipment identified
in US Digital Design quote"IL_ELGN0006".
Estimate also includes purchase and
installation of non-USDD equipment by
Digicom. Estimate includes installation,
provisioning, audio balancing and testing.
Fire Station #2: 10 standard speakers. 1
indoor/outdoor speaker, 1 surface mount box
speaker.
Installation 1 11,308.00 11,308.00
Installation of equipment upgrades to the
existing fire station alerting system. Estimate
includes installation of equipment identified
in US Digital Design quote "IL_ELGN0006".
Estimate also includes purchase and
installation of non-USDD equipment by
ACTIVITY QTY RATE AMOUNT
Digicom. Estimate includes installation.
provisioning, audio balancing and testing.
Fire Station#3: 7 standard speakers, 1
indoor/outdoor speaker. 4 Surface mount
box speakers.
Installation 1 11,308.00 11,308.00
Installation of equipment upgrades to the
existing fire station alerting system. Estimate
includes installation of equipment identified
in US Digital Design quote "IL_ELGN0006".
Estimate also includes purchase and
installation of non-USDD equipment by
Digicom. Estimate includes installation,
provisioning, audio balancing and testing.
Fire Station #4: 7 standard speakers, 1
indoor/outdoor speaker, 4 Surface mount
box speakers.
Installation 1 11,308.00 11,308.00
Installation of equipment upgrades to the
existing fire station alerting system. Estimate
includes installation of equipment identified
in US Digital Design quote"IL_ELGN0006".
Estimate also includes purchase and
installation of non-USDD equipment by
Digicom. Estimate includes installation.
provisioning, audio balancing and testing.
Fire Station #5: 7 standard speakers, 1
indoor/outdoor speaker. 4 Surface mount
box speakers.
Installation 1 12,522.50 12,522.50
Installation of equipment upgrades to the
existing fire station alerting system. Estimate
includes installation of equipment identified
in US Digital Design quote"IL_ELGN0006".
Estimate also includes purchase and
installation of non-USDD equipment by
Digicom. Estimate includes installation,
provisioning. audio balancing and testing.
Fire Station#6: 7 standard speakers, 1
indoor/outdoor speaker, 6 Surface mount
box speakers.
Installation 1 9.766.00 9.766.00
Installation of equipment upgrades to the
existing fire station alerting system. Estimate
includes installation of equipment identified
in US Digital Design quote "IL_ELGN0006".
Estimate also includes purchase and
installation of non-USDD equipment by
Digicom. Estimate includes installation,
provisioning, audio balancing and testing.
ACTIVITY QTY RATE AMOUNT
Fire Station#7: 1 indoor/outdoor speaker.
TOTAL $78,806.50
Accepted By Accepted Date