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HomeMy WebLinkAbout25-142 Resolution No. 25-142 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH VORTEX USA INC. FOR THE TODDLER SLIDE REPLACEMENT AT WING PARK FAMILY AQUATIC CENTER 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 Vortex USA Inc., for the toddler slide replacement at Wing Park Family Aquatic Center, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: August 13, 2025 Adopted: August 13, 2025 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 13 day of August 2025, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City")and Vortex USA Inc.,a Delaware 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 pages one through three of the quote submitted by Seller,dated May 15,2025, 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 3500 South Dupont Highway, Suite EP-101, Dover, DE 19901shall 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, 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. 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. 1 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 Ninety-Nine Thousand Nine Hundred Thirty-Four Dollars ($99,934) under this Agreement (the "Purchase Price") as follows: the City shall pay fifty percent(50%)of the Purchase Price within thirty(30)days of the effective date of this Agreement, and shall pay the remaining balance of fifty percent(50%)of the Purchase Price 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 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. 2 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. VORTEX USA, INC CITY I.GIN Jason Menghile Richard G. Kozal, City Manager Director of Finance Attest: City Clerk Legal Dept\Agreement\Vortex-Purchase Agr-Wing Park Pool Slide-clean-8-5-25.docx 3 ATTACHMENT A Quote of Vortex USA, Inc., Dated May 15, 2025 (pages 1 to 3) 4 QUOTE *, VORTEX Account Name: City of Elgin,IL Created Date: 5/15/2025 3:22 PM Project Name: 42862-Wing Pool Quote Number: QUO-28810-R5C6W5 Project ID: 42862 Quote Name: 42862-Wing Pool-VA Bill To Name: City of Elgin,IL Prepared By: Ryan Eccles Bill To Address: 150 Dexter ct Email: REccles@vortex-intl.com Elgin,IL 60120 Incoterm: United States Contact Name: Brent Marler Phone: 773-444-3474 Email: bmarler@fhpaschen.com VO ;Product No. Product Name Description QTY Elevations Play Structures C.-1';'1-I a.aion L:'`;'.ru:;Ixe o'i t 2 304L SL,pI Grdce.Slope 1 32 n( c:en'It f'n,slide 1 5-Discount 12013 B;;. '[:i:rout:- ccu: a NPP 1 9-Transport 19030 19030 Freight Fee 18020 18020 Packaging Fee 1 Additional Information Custom L2 NPP M-5705959 Total Summary Products: 97,400.00 Customer Signature: Discount: (4,870.00) Transport: 7,404.00 Subtotal: 99,934.00 Total: 99,934.00 Enquire about our cooperative purchasing programs. Currency: US Dollar Thank you for doing business with us! Incoterm: Pricing is valid for a period of 45 days. Terms&Conditions Products Payment Terms: Product<$100K:50%deposit at P0,50%Net 45 Vortex Aquatic Structures International,Corporate Headquarters Vortex Aquatic Structures International,USA Office 7800 Trans Canada,Pointe-Claire,Quebec,Canada,H9R 106 3500 South Dupont Highway,Suite EP-101,Dover,DE 19901 Tel.+1-514-694-3868 or 1-877-586-7839(USA&Canada) Tel:+1(704)280-09271 or 1-877-586-7839(USA&Canada) Email:info@vortex-intl.com Website:vortex-intl.com Email:info@vortex-intl.com Website:vortex-intl.com QUOTE VORTEX • Freight Charges Please note:freight charge is an estimate and is subject to change without notice.Vortex reserves the right to adjust the freight charge quoted above.Should embed equipment be required ahead of scheduled delivery date,additional freight charges will apply. Purchase Contract Terms&Conditions of Sales The following terms and conditions(the"Terms and Conditions")form part of the Purchase Contract(the"Purchase Contract)between yourself (the"Customer,and Vortex Aquatic Structures International and/or Vortex USA Inc.("Vortex").The Customer's acceptance and understanding of these Terms and Conditions and all other supporting documentation provided as part of this package is evidenced by signing of the Purchase Contract. Payment Terms Unless otherwise specified in the Purchase Contract,payment by the Customer of the purchase price specified in the Purchase Contract(with all applicable taxes,the'Purchase Price")shall be on the following terms:100%of the Purchase Price to be paid prior to Vortex commencing production on the Customer's order.Any overdue balances are subject to interest charges of 1.5%per month. Unless otherwise specifically stated,all sales taxes or any other personal property taxes,use taxes,duties,excises,levies or tariffs imposed by any government authority and incurred by Vortex through performance of the Purchase Contract will be the Customer's responsibility.Without limiting the generality foregoing,applicable taxes will be applied to all taxable goods arid services included in the Purchase Contract as amended from time to time.Customers are advised to consult with their financial and tax advisors to obtain further information regarding taxes applicable to their purchase. Vortex maintains a no return policy and asks all Customers to determine feature and color selection carefully.If a Customer cancels an order after production has commenced,Vortex reserves the right to charge(and the Customer agrees to pay)a 40%re-stocking fee. Cheque,Wire Transfer,Irrevocable Letter of Credit or Credit Card(note:an administrative fee of 3.5%may apply to payments made via Credit Card)are considered acceptable payment methods. Except where title to the products contained in the Customer's order is explicitly transferred by Vortex to the Customer and the Purchase Price is paid in full,title to and right to possession of such products shall remain with Vortex until the Purchase Price and all sums due or become due from the Customer are fully paid. Should the goods comprising the Customer's order be connected to the ground or real property or buildings because of foundations or mechanical parts,then this connection is to be considered as transitory in nature until payment in full of the Purchase Price. Unless otherwise agreed,projects where Vortex is supplying goods without installation,the risk of loss of the goods shall pass to the Customer when the goods are delivered to the Customer or its agent or to a carrier for delivery to the Customer or its agent,whichever event shall first occur.In the event of where Vortex is suppling and installing goods,risk of loss of the goods shall pass to the Customer upon completion of the project. Lead Times&Logistics Vortex Aquatic Structures International,Corporate Headquarters Vortex Aquatic Structures International,USA Office 7800 Trans Canada,Pointe-Claire,Quebec,Canada,H9R 106 3500 South Dupont Highway,Suite EP-101,Dover,DE 19901 Tel:+1-514-694-3868 or 1-877-586-7839(USA&Canada) Tel:+1(704)280-09271 or 1-877-586-7839(USA&Canada) Email:info@vortex-intl.com Website:vortex-intl.com Email:info@vortex-intl.com Website:vortex-intl.com QUOTE '* VORTEX Vortex'standard lead times are up to 3-4 weeks for embeds,up to 6-8 weeks for Play Products,up to 10 weeks for Water Recirculation Equipment,up to 16 weeks for Elevations and up to 16 weeks for Waterslides.The lead times areas contingent upon receipt of signed Purchase Contract,approved drawings,and all applicable color selections.Expected timing for order completion and shipment will be communicated to the Customer at the time the Purchase Contract is signed by the Customer and acknowledged by Vortex. Vortex reserves the right to refuse a Customer's delivery date change request if a delivery date confirmation has been previously confirmed/communicated to the Customer.All fees related to the delivery will be the sole responsibility of the Customer and will be borne by them.Storage fees will be charged if the Customer is unable or unwilling to receive the product as per the dates communicated by Vortex.The storage fees are payable before release of the shipment. All products will be packaged to mitigate damage during shipment.All shipments must be inspected upon delivery and any damage,errors or omissions must be reported to Vortex at suoaortcvortex-intl.com and the transport company within 24 hours of receipt of goods.Vortex reserves the right to amend and modify the transportation costs based on the Customer's request. Service&Support Digital versions of operations and maintenance manuals will be provided at the later of either the delivery of the products or completion of the project installation.Vortex is not responsible for coordination the installation project unless otherwise specified in the Contract.The Customer is responsible for coordinating installation schedules with Vortex to ensure that the site is ready for Vortex'products and services.Vortex reserves the right to charge the Customer and the Customer agrees to pay for any additional time or idle time on site and all additional expenses incurred as a result of the site not being ready for the planned services. Vortex reserves the right to cancel supervision,installation start-up and commissioning services if Vortex deems the site unsafe or not ready. The Customer is responsible for ensuring a safe working environment for any Vortex or contracted service technicians.Vortex reserves the right to bill the Customer for(and the Customer agrees to pay)any additional time on site as well as any additional expenses incurred as a result of waiting to rectify an unsafe work condition. Exclusions Unless otherwise specified,the following is excluded from Vortex'purchase agreement price and responsibility:project management,project coordination,loading and unloading,onsite storage,installation services,permits and permit fees,local,state and or health department codes and approvals,OHSA documentation,onsite electrical work,electrical connections,onsite plumbing work and plumbing connections,bonding payment,geotechnical survey work,excavation&removal of materials,concrete surfacing,slab design and concrete footings. General Terms&Conditions Vortex Aquatic Structures International,Corporate Headquarters Vortex Aquatic Structures International,USA Office 7800 Trans Canada,Pointe-Claire,Quebec,Canada,H9R 106 3500 South Dupont Highway,Suite EP-101,Dover,DE 19901 Tel:+1-514-694-3868 or 1-877-586-7839(USA&Canada) Tel:+1(704)280-09271 or 1-877-586-7839(USA&Canada) Email:info@vortex-intl.com Website:vortex-intl.com Email:info@vortex-intl.com Website:vortex-intl.com