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HomeMy WebLinkAbout25-155 Resolution No. 25-155 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH BRANIFF COMMUNICATIONS, INC. FOR EMERGENCY WEATHER WARNING SIRENS AND ALERTING SYSTEM PREVENTATIVE MAINTENANCE SERVICES 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 Braniff Communications, Inc.. for emergency weather warning sirens and alerting system preventative maintenance services, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: September 10, 2025 Adopted: September 10, 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 10th day of September 2025, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as"City")and Braniff Communications, Inc., (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 the goods and/or services to the City as described in the Seller's proposal, dated May 1, 2025, Agreement No. PMA- 060111 ELG,consisting of four pages including attachments,which is 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. In the event of any conflict between any of the terms and provisions this Agreement and Attachment A,or any portion thereof,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 Braniff Communications,Inc.,4741 West 136th Street,Crestwood,Illinois, 60418, 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, 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. SEVERAI31 LITY. 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. TERM AND TERMINATION. This service period under this Agreement shall be effective as of June 1, 2025, and, unless terminated for cause as otherwise provided for herein, the initial service period shall terminate on May 31, 2030. (the "Initial Period"). The foregoing notwithstanding,the City may terminate this Agreement at any time and for any reason upon sixty (60)days' written notice to the Seller,without penalty or any further obligation hereunder. In the event the Agreement is so terminated,the Seller shall be paid for services actually performed prior to termination. 11. PAYMENT. City shall pay the total sum of One Hundred Sixty-Four Thousand Nine Hundred Twenty-Seven Dollars ($164,927.00) within thirty (30) days of delivery or City's receipt of invoice,whichever is later, in accordance with the following schedule: 6/1/2025—5/31/2026 Coverage Period Renewal Fee $28,991.00 6/1/2026—5/31/2027 Coverage Period Renewal Fee $30,861.00 6/1/2027—5/31/2028 Coverage Period Renewal Fee $32.854.00 6/1/2028—5/31/2029 Coverage Period Renewal Fee $34,978.00 6/1/2029—5/31/2030 Coverage Period Renewal Fee $37,243.00 TOTAL $164,927.00 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. 2 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, 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. 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. 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 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. 19. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement. 20. 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. 3 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. BRANIFF COMMUNICATIONS INC. CITY OF ELGIN Jeffrey M. Ryba Print Name Richard G.Kozal, City Manager Signature , ( Attest: President gA11/1145 hij(//j Title City Clerk Legal Dept\Agreement\Purchase Agr-Braniff Communications Inc-Maintenance-Outdoor Warning Sirens-7-2-25.docx 4 ATTACHMENT A ADDENDUM A AGREEMENT NO. PMA-060111 ELG OUTDOOR WARNING SIREN SYSTEM PREVENTATIVE MAINTENANCE SERVICE AGREEMENT A.1 PREVENTATIVE MAINTENANCE INSPECTION INTERVAL AND COVERAGE A.1.1 Pricing itemized in this agreement includes an annual,on-site preventative maintenance inspection visit at each of the twenty-five(25)warning siren sites in the City of Elgin. A.1.2 Pricing itemized in this agreement includes all applicable travel time associated with the on-site,preventative maintenance inspections. A.1.3 In addition to the on-site preventative maintenance inspection(s).Braniff Communications.Inc.shall provide field service repair in the event of equipment failure(s)discovered during regular monthly testing of the system or other system testing and/or monitoring procedures and shall respond to such service requests within 72 hours,weather permitting. These repairs,caused by normal wear and tear and necessary to maintain the preparedness of the warning system,include all applicable travel and on-site repair labor. Also included,are all required minor replacement parts such as switches,relays,belts.fuses.semiconductors,or any minor part with a published list price of$50.00 or less. The loss of electrical service Dower at/to the warning siren site is not a covered repair. A 1.4 This Preventative Maintenance Service Agreement does not include the replacement of major warning siren components.including the repair labor associated with the replacement of these components,including but not limited to: A.1.4 1 RF Siren Controller Including FM Receiver.Tone Decoder and Timer A.1.4.2 Main Siren Horn Assembly A.1.4.3 Siren Chopper Motor Assembly A.1.4.4 Chopper Housing Assembly(T-1000/1003&2001 Series) A.1.4.5 Siren Rotator Motor/Gear Reducer Main Assembly A.1.4.6 Blower Motor/Pump/Housing Assembly(T1000/1003 Series) A.1.4 7 Pole-Mounted Enclosures,including Motor Controls and Battery Storage A.1.4.8 Treated Wooden Utility Pole/Galvanized Steel Pole. A.1.5 In the event of a non-covered repair, Braniff Communications. Inc. will submit a detailed labor and parts estimate of the repair cost in accordance to the rates itemized under items A.5 and A.6.,and will delay such repair(s)until the City of Elgin issues a repair purchase order. Such delay shall not interfere with the scheduled maintenance on the balance of the warning system. A.2 WARNING SIREN SITE ACCESS A.2.1 The City of Elgin shall be responsible to provide for.or facilitate,access by Braniff-owned vehicles including aerial bucket truck(s)and Service Van(s)at each warning siren site as required to perform the preventative maintenance inspection(s)or repairs. A.2.2 Site landscape restoration shall be incidental and is not provided for.nor included.in this agreement. A.3 APPLICABLE MAINTENANCE INSPECTION SCHEDULE(S) A.3.1 Preventative maintenance inspections shall be performed in accordance with,as well as documented per.Braniff inspection schedule(s)tiFS- 2001. A.4 SIREN SYSTEM ACTIVATION CONTROL&STATUS MONITORING STATIONS A.4.1 Unless specified and listed on the Preventative Maintenance Service Agreement,any required or recommended equipment inspection and/or repair,including troubleshooting,training and re-alignment required at any applicable Municipal Police/Fire/EMA facility,and/or contracted dispatching agent's facility, should be referred to the equipment service provider under contract or shall be performed, by Braniff. in accordance to the rates itemized under items A.5 and A.6. A.5 SERVICE LABOR RATES A.5 1 Waming siren site and/or activation control&monitoring station equipment repair,not covered under the Preventative Maintenance Service Agreement as listed under A.1 and A.4.shall be performed according to the labor rates listed herein. A.5.2 A Service Call or Travel Labor Charge of$100.00 per hour shall apply to each hour of travel time and will be billed in%hour increments. A.5.3 Braniff Communications,Inc.shall supply,as required and requested by the City of Elgin,a Field Service Technician/Service Van at a rate of$165.00 per on-site hour billed in Y hour increments. A.5 4 Braniff Communications,Inc.shall supply,as required and requested by the City of Elgin,an Aerial Bucket Truck with Operator at a rate of $210.00 per hour.portal to portal. A.5.5 Braniff Communications,Inc.shall supply,as required and requested by the City of Elgin,an additional Field Service Technician at a rate of $125 00 per hour,portal to portal. A.6 PARTS/MATERIAL DISCOUNT AND PROCUREMENT A.6.1 Any required replacement parts,including replacement batteries,shall be furnished by Braniff Communications,Inc.at a discounted rate of 15%off published list price. A.6.2 Any proprietary parts that may be required,other than those manufactured by.or utilized by,Federal Signal Corporation,may be available for sale to the end-user only. Under such circumstances,the City of Elgin shall assist Braniff Communications.Inc in securing any such applicable part(s)as required. A.6.3 In the event of part unavailability due to product obsolescence. Braniff Communications, Inc. shall diligently pursue the procurement of equivalent substitute,refurbished,or used part(s)to complete warning siren equipment repair(s). Under certain circumstances.equivalent substitute,refurbished,or used parts may not be available and replacement components or product shall be quoted. Preventative Maintenance Service Agreement No.PMA-060111ELG,Addendum A City of Elgin 4--':.-1 -- a_____ Jeffrey-M.Ryba,Preside ni /_)-i., - , - � Customer Agent/Representative Braniff Communication$,inc.i ` City of Elgin 5/1/2025 ATTACHMENT A.1 AGREEMENT NO. PMA-060111 ELG OUTDOOR WARNING SIREN SYSTEM PREVENTATIVE MAINTENANCE SERVICE AGREEMENT A.1 OUTDOOR WARNING SIREN LOCATIONS Siren#001 Congdon Avenue&Blackhawk Drive Siren#002 2355 College Green Drive-Water Tower Siren#003 300 S.McLean Blvd-Cornerstone Park Siren#004 1018 Wing Street-Wing Park Siren#005 Big Timber Road&N Lyle Avenue Siren#006 Tyler Creek Forest Preserve Siren#007 576 Trout Park Blvd-Trout Park Siren#008 Summit&Hiawatha Siren#009 150 Dexter Court-City Hall Siren#010 528 St.Charles Street-Garfield School Siren#011 State Road&Rte.20 Bypass Siren#012 Bluff City Blvd&Shales Parkway Siren#013 1565 Gifford Siren#014 Win Haven&Colonial Siren#015 Bode Road&Longford Siren#016 3505 Bowes Road Siren#017 2761 Bowes Road-Salt Barn Siren#018 Annandale Drive&Willow Bay Siren#019 Shannon Pkwy&Gansett Pkwy Siren#020 Copper Springs&South Water Drive Siren#021 3701 Highland Woods Blvd Siren#022 4 Slade Avenue&River Bluff Siren#023 Tournament&Centennial(Bowes Creek) Siren#024 Highland Ave.&Damisch Rd. Siren#025 Emerald Rd Lift Station A 2 CENTRAL CONTROL UNIT(CCU)LOCATIONS CCU900/990 Elgin Police Department,911 PSAP Center,151 Douglas Ave. CCU905/995 Elgin Backup EOC,150 Dexter Ct.