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Home My WebLink About25-47 Resolution No. 25-47 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH DELTA SCIENTIFIC CORPORATION FOR ANTI-VEHICLE RAPID-DEPLOY MOBILE WEDGE BARRIERS BE IT 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 Delta Scientific Corporation, for anti-vehicle rapid-deploy mobile wedge barriers, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: March 12, 2025 Adopted: March 12, 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 12th day of March, 2025,by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Delta Scientific 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 the goods and/or services to the City as described in the Quote#JW0809247R1 -Single page proposal,dated February 5,2025, attached hereto and made a part hereof as Attachment A, and as provided by the General Services Administration Contract # 47QSWA18D003B, incorporated herein by reference (the "General Services Administration Agreement"). 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 and the General Services Administration Agreement. In the event of any conflict between any of the terms and provisions this Agreement and either Attachment A or the General Services Administration Agreement, or any portion thereof, the terms and provisions of this Agreement shall supersede and control. In the event of any conflict between Attachment A and the General Services Administration Agreement, Attachment A 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 40355 Delta Lane, Palmdale, CA 93551 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. 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(Three Hundred Twelve Thousand Eighty-Nine Dollars and Twenty-Four Cents) - Dollars ($312,089.24) 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. 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. The following manufacturer's warranty is included as part of this Agreement, and shall apply to all goods, accessories, components, and services to the benefit of the City, as follows: Manufacturer's Warranty: Express Limited Warranty: Contractor(Delta) warrants that during the warranty period applicable to the product, the Products will be free from defect in material and workmanship. Delta's sole obligation under this warranty shall be to repair (or at Delta's option, to replace), FOB Palmdale, California any 2 defective product, without charge to Buyer, provided that: (a) Buyer gives Delta written notice of any claimed defect within the applicable limited warranty period;(b) the Products, if installed, were installed correctly, (c) the Products have not been altered, subjected to misuse,negligence or accident,or used with parts not authorized by Delta, (d) the Products have been properly and timely maintained by Buyer in accordance with the preventive maintenance instructions provided, and (e) the replaced Product(s)and or part(s)is/are properly removed and returned to Delta,using the Material Return Authorization(MRA)number and information provided by Delta. Installation of the replacement Product(s)or parts shall be the responsibility of Buyer. Part troubleshooting, diagnosis and/or replacement, and the cost of such installation and/or related remedial services shall be the sole responsibility of Buyer. The duration of the applicable Service Visit Warranty is 90 Days. Product warranty is ninety (90) days for guard booths, gates,traffic items and spare parts and one(1)year for Delta's Barricade/Barrier Systems, from date of shipment, or installation completion if Delta is installing the equipment. Primer,paint and other surface coatings shall be excluded from warranty. Buyer shall promptly and continuously review the work provided by any installer and shall promptly inform Delta Scientific in writing, in the event any work does not conform to the Quotation or Delta's submittals in any respect. FAILURE BY BUYER TO PROPERLY AND TIMELY CONDUCT PREVENTIVE MAINTENANCE, FAILURE TO FOLLOW DELTA'S INSTRUCTIONS FOR PROBLEM TROUBLESHOOTING AND/OR DIAGNOSIS, AND/OR FAILURE TO PROPERLY REMOVE AND/OR RE-INSTALL A PRODUCT OR PART THEREOF, MAY INVALIDATE THIS WARRANTY. IN THE EVENT A PRODUCT PROBLEM IS NOT THE RESULT OF A PRODUCT DEFECT,BUYER SHALL BE RESPONSIBLE FOR MAINTENANCE CHARGES AT DELTA'S STANDARD TIME AND MATERIALS RATES. NO OTHER WARRANTY IS EXPRESSED AND NONE SHALL BE IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR USE OR FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL DELTA BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH RESULT FROM THE USE BY BUYER OR ANY OTHER PARTY, OF THE PRODUCTS, AND IN NO EVENT SHALL DELTA'S LIABILITY EXCEED THE PRODUCT PRICES HEREIN. The parties agree that this limited express warranty supersedes any other warranty provision in this Agreement, any attachment,any prime agreement with City,or payment release. 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. 3 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. DELTA SCIENTIFIC CORPORATION C ELGIN Keith Bobrosky Print Name Richard G. Kozal, City Manager Kea 3obi-ot1 Keith Bobrosky(Feb 21,20251 7 PST) Attest: Signature President Title City Clerk Legal Dept\Agreement\Delta Scientific-Purchase Agr-Wedge Barners-2-18-25.docx 4 ATTACHMENT A 40355 Delta Lane Palmdale, CA 93551 USA Phone:(661)575-1100 DELTA SCIENTIFIC Fax:(661)575-1110 CORPORATION CITY OF ELGIN ELGIN, IL MP5000 MOBILE CRASH BARRIER Quote#: JW0809247R1 MP5000 HYDRAULICALLY OPERATED MOBILE SURFACE MOUNTED BARRIER SYSTEM """DELTA SCIENTIFIC ENGINEERED AND CERTIFIED TO ATSM M30 AND M40 RATINGS 4 MP5000 BASIC STRUCTURE-(20 FT CLEAR OPENING) � - $ 344,997.84 4 H4050 12V BATTERY OPERATED HYDRAULIC PUMP/W CONTROL STATION INCLUDED 4 MP5000TA DOT BARRIER TRAILER ASSEMBLY-INCLUDES SPARE TIRE. INCLUDED UTILITY BOX,4 WHEEL HYDRAULIC SURGE BRAKES&VIN NUMBER BASIC SYSTEM CONSISTS OF: QUICK DEPLOYMENT MOBILE BARRIER ASSEMBLY HINGED,RIGID CRASH PLATE ASSEMBLY ' "` •TRAILER HITCH ASSEMBLY ti,�tr' rr' •STANDARD WHITE/YELLOW OR BLACK/YELLOW PAINT(OPTIONS AVAILABLE) ', •COMPLETE INSTRUCTIONS.START UP AND TROUBLE-SHOOTING MANUAL MP5000 SYSTEM COMPONENTS: (TO BE INCLUDED WITH BASIC SYSTEM) 4 MPL-4050 REMOTE OPEN/CLOSE PUSH BUTTON STATION W/20'CABLE $ 443.27 INCLUDED 4 MPL-4050-300 ADDITIONAL MPL4050 CABLE---300FT OF TOTAL CABLE not on GSA $ 1,053.18 $ 4,212.72 4 B2010 BARRICADE FULLY DOWN AUXILIARY LIMIT SWITCH not on GSA $ 357.56 $ 1,430.24 4 B1154 BOOSTER PAK 12VDC not on GSA $ 622.24 $ 2,488.96 4 SOLARI PEDESTAL MOUNTED SOLAR PANEL ASSEMBLY.not on GSA $ 2,897.58 S 11,590.32 4 2461-81SCC8.5 SOLAR CHARGE CONTROLLER FOR USE WITH SOLAR PANEL not on GS. $ 212.11 $ 848.44 4 MPL-20W 48"TALL SOLAR MOUNTING POST WITH 24"SQUARE BASE not on GSA $ 333.72 $ 1,334.88 4 CAB KIT CABLE KIT(JUMPER CABLE,UTILITY OUTLET CONNECTION)not on GSA $ 489.54 $ 1,958.16 4 MP5K-TT1 BARRIER TURN TABLE $ 796.44 INCLUDED DELTA SCIENTIFIC GSA CONTRACT#47QSWA18D003B ALL EQUIPMENT IS FOB FACTORY TOTAL EQUIPMENT COST $ 368,861.56 Sales Tax(if applicable) TBD INSTALLATION NIA CUSTOM BARRIER DISCOUNT $ (73,772.32) Freight(Palmdale,CA to Elgin,IL) $ 17.000 00 GRAND TOTAL (Quote is valid 30 days from 02/03/25) S 312,089.24 CLARIFICATIONS *Items which are denoted with the word"INCLUDED"are components of the MP5000-20 Mobile Package as listed on the Delta Scientific GSA Contract#47QSWA18D003B and shown on the GSA Advantage Website •Items which are shown and denoted by the words"not on GSA"are ancillary items which are not part of the MP5000-20 Mobile Barrier Package shown on the Delta Scientific GSA Contract #47QSWA18D003B as shown on the GSA Advantage Website 2/5;2025