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Home My WebLink About25-30 Resolution No. 25-30 RESOLUTION AUTHORIZING THE EXECUTION OF A PURCHASE AGREEMENT WITH EQUIPMENT MANAGEMENT CO. FOR THE PURCHASE OF EXTRICATION 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 Equipment Management Co., for the purchase of extrication equipment, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: February 26, 2025 Adopted: February 26, 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 26th day of February, 2025, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Equipment Management Co., an Illinois Corporation located at 22824 W. Winchester, Channahon, IL 60410(hereinafter referred to as "Seller"). NOW, THEREFORE, for and in consideration of the promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: I. PURCHASE. City shall purchase, and Seller shall sell the goods and/or services to the City as described in the one (1) page proposal, dated September 9, 2024 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 of this Agreement and Attachment A, the terms and provisions of this Agreement shall supersede and control. 3. LAWNENUE. 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 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 writing and executed with the same formalities as the original. 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. 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 One Hundred Forty-one Thousand Eight Hundred and Sixty-two Dollars ($141,862.00) 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. 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 of the goods. All transportation and delivery shall be at Seller's sole expense. 13. INDEMNIFICATION. To the fullest extent permitted by law, Seller agrees to and shall indemnify, defend 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, defend 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. 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. 2 17. LIMITATION OF ACTIONS. 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. 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. EQUIPMENT MANAGEMENT. CO. CI :I.GIN Kevin Sears e I Print Name Richard G. Kozal, City nager Attest: 10 Signature C't erk _Territory Manager Title Legal I)ept\Agreement\PurchaNe Agr-Equipment Mgt Co-Extrication Unit-2-3-25.docx 3 Sales Order B59553-B - - ATTACHMENT A �j Order Date 09/09/24 Equipment Management Company 22824 West Winchester Dr Channahon, IL 60410 USA Customer ELGIN Phone 815/467-8762 Fax: 815/467-8763 www.emcfire.com Bill To: Ship To: ELGIN FIRE DEPARTMENT ELGIN FIRE DEPARTMENT 150 DEXTER COURT 150 DEXTER COURT ELGIN, IL 60120 ELGIN, IL 60120 USA USA THIS IS A BID/ESTIMATE Customer Ship Via F.O.B. Terms Purchase Order Number Salesperson Reference No. ELGIN BEST WAY ORIGIN NET 20 DAYS KSEA Quantity Item Number Unit of Measure Required Date Unit Price Extended Price Order Ship B.O. Item Description Discount% Tax 3.00 0.00 MISC EACH 06/09/24 18486.00 55458.00 ONSITE GENESIS SLi eFORCE S49 SPREADER N 3.00 0.00 MISC EACH 06/09/24 16596.00 49788.00 ONSITE GENESIS SLi eFORCE C240 WITH NXTgen BLADES N 3.00 0.00 MISC EACH 06/09/24 13212.00 39636.00 ONSITE GENESIS SLi eFORCE 22/54 TELESCOPIC RAM N 3.00 0.00 MISC EACH 06/09/24 435.00 1305.00 ONSITE GENESIS M18 3-BANK CHARGING STATION N 9.00 0.00 MISC EACH 06/09/24 0.00 0.00 ONSITE MILWAUKEE M18 8AH BATTERIES (SPARES) FREE PER N KSEARS 3.00 0.00 MISC EACH 06/09/24 825.00 2475.00 ONSITE TL-9 STABILIZER MODEL D FOR THE S49 SPREADER N 4.00 0.00 MISC EACH 06/09/24 -1700.00 -6800.00 ONSITE TRADE IN HYDRAULIC TOOLS-CUTTER. SPRDER, N RAM, 2 HOSES, PUMP Non Taxable Subtotal 141862.00 Taxable Subtotal 0.00 Tax 0.00 Total Order 141862.00 Print Date: 09/10/24 2 51 PM Customer Original (Reprinted) Page 1