HomeMy WebLinkAbout25-62 Resolution No. 25-62
RESOLUTION
AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH ADORAMA, INC.
FOR THE PURCHASE OF THIRTEEN DIGITAL CAMERAS WITH ACCESSORY KITS
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 an Purchase Agreement on behalf of the City of Elgin
with Adorama Inc., for the purchase of thirteen digital cameras with accessory kits, a copy of
which is attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: March 26, 2025
Adopted: March 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 26 day of
March 2025, by and between the City of Elgin, Illinois, a municipal corporation
(hereinafter referred to as"City")and Adorama Inc.,a New York 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 two (2) page quote #2519386, dated January 16, 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 Adorama Inc.,do registered agent Eugene Mendlowits,42 West 18t Street,
New York, NY 10011 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 Thirty Eight Thousand Five Hundred
Forty-Six Dollars and Fifty-Five Cents ($38,546.55) 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.
ADORAMA INC. CI F ELGIN
Greg Farber
Print Name / )Eiichard G. Kozal, City Manager
�•�/ Attest:
Signal di f
Director of Sales
"Title City Clerk
ATTACHMENT A Page: 1
42 West 18t"Street
AdoramaNewYork,NY 10011 g00-223-2500adorama.com QUOTE info@adorama.com
2519386_.. 01/16/2025
Any item/s showing as"back-order"?
BILLING ADDRESS: SHIPPING ADDRESS: An item listed as-backorder"is on order with the
CITY OF ELGIN CITY OF ELGIN POLICE supplier and is temporarily out of stock.These items
will ship soon.Most backordered items ship within 10
Att:ACCOUNTS PAYABLE Att:SGT RAAP Customer No: 11037341 business days.We never charge additional shipping as
f
150 DEXTER COURT 151 DOUGLAS AVENUE Customer PO: None a for altdd
a back-order.Please feel free to contact
us foradditional info at www.adorama.com/email
ELGIN, IL 60120 USA ELGIN,IL 60120 USA Terms:
(847)531-7056 (847)289-2663 Note Please be prudent when throwing away packaging
material.It is possible to miss some contents.
Checking off contents against the packing list is always
a good idea.If something is indeed missing please make
SKU# Item Qty Price Total a claim within 5 days to be compliant with our policies.
ment:
ISOA7M4KAK SONY"ALPHA A7IV CAM FE28-70M W/ACC KIT 13 2698.00 35074.00 We want toy buyr a yourve used photo spent mequiillions
In the last year alone.Adorama millions
buying 35mm.medium/large-format,scopes.video
and digital equipment Our satisfied customers
Above Item is a Kit and Consists of the Following Items: happily cashed in or traded their equipment and
ISOA7M4K SONY"ALPHA A7 IV CAMERA WITH 28-70MM 13 enjoyed our above market value payout.Adorama
MfgItem#: ILCE-7M4K/B pays top dollar for individual items,rare pieces,
collections and estates.For more information,call
Regular Web Price:$2.698.00-Instant Rebate:$300.00 1-800-223-2500 or visit us at www.adorama.comisell
Rebate or promo period Expires on 02/02/25 and use our online quoting system.
Limited time offer,while supplies last No Hassle Return Policy:
We want you to be completely happy with your purchase
IDSXD128G SANDISK EXTREME PRO 128GB SDXC UHS-I 13 from Adorama Please see the general Retur/Exchange
Mfg Item#:SDSDXXD-128G-ANCIN guidelines and policy posted on our website at
www.adora ma.com/pol1cy.
Regular Web Price:$22.99-Instant Rebate:$3.00
Rebate or promo period Expires on 01/26/25 Adorama AccessAsk about Adorama Access
Limited time offer,while supplies last Affordable technical support subscription plans
SLALPINE200 SLINGER ALPINE 200 BACKPACK 13 that help you set up and get the most out of
Mf Item#:ALPINE-200 your equipment
9 Online:www.adorama.com/Access
GXNPFZ100V2 GREEN EXTREME NP-FZ100 17.3WH 7.2V 2400 13 or speak to your account manager.
Mfg Items:GX-NP-FZ100-V2
PRO55KIT PRO OPTIC 55 FILTER KIT 13
Mfg Item#:PRO-FL-55-KIT 9
LOOKING CA$H ?End of Kit Item(Prices are for Kit Only)
ABSTECHSVC ABS TECHNICAL SERVICE 1 .00 .00 WE'VE GOT IT
Mfg Item#:ABS TECHNICAL SERVICE
Free In person training($1599 value)plus free support We pay top dollar for your used photo&video equipment
ISO9028K SONY-90MM F/2.8 MACRO G E MOUNT KIT 1 998.00 998.00 To find outtha aloe et your equipment
online by phone bring it
adorama.com/sell 800-223-2500 42 W 18 St NYC
Above Item is a Kit and Consists of the Following Items:
Ship Via: UPS Ground Delivery Salesman 1583-MichlG
Printed By: MICHAELG 01/23/25 01:33 PM
s
Page: 2
42 West 18"'Street
Adorama New York,NY 10011 800-223-2500 QUOTE
dfo adoro n ma.com
2519386 01/16/2025
Any item/s showing as"backorder"?
BILLING ADDRESS: SHIPPING ADDRESS: An item listed as-back-order is on order with the
CITY OF ELGIN CITY OF ELGIN POLICE supplier and is temporarily out of stock.These items
will ship soon.Most backordered items ship within 10
Att:ACCOUNTS PAYABLE Att:SGT RAAP Customer No: 11037341 business days We never charge additional shipping as
150 DEXTER COURT 151 DOUGLAS AVENUE Customer PO: None a for additionallt f a backnfo at wwPle adse feel free to contact
us for info at www.adorama.com/email.
ELGIN. IL 60120 USA ELGIN,IL 60120 USA Terms.
(847)531-7056 (847)289 2663 Note'Please be prudent when throwing away packaging
matenal.It is possible to miss some contents.
Checking off contents against the packing list is always
a good idea.If something is indeed missing please make
SKU# Item Qty Price Total a claim within 5 days to be compliant with our policies.
Wement:
ISO9028 SONY"90MM F/2.8 MACRO G OSS E MOUNT 1 In the want toy buyr alone.your used photo spente millions
In last year Adorama millions
Mfg Item#:SEL90M28G buying 35mm,medium/large-format,scopes,video
and digital equipment.Our satisfied customers
Regular Web Price:$1.098.00-Instant Rebate:$100.00 happily cashed in or traded their equipment and
Rebate or promo period Expires on 02/02/25 enjoyed our above market value payout.Adorama
pays lop dollar for individual items,rare pieces.
Limited time offer,while supplies last collections and estates.For more information,call
PRO62KIT PRO OPTIC 62 FILTER KIT 1 1-800-223-2500 or visit us at www.adorama.com.!sell
and use our online quoting system.
Mfg Item#:PRO-FL-62-KIT
PROLW15 PRO-OPTIC LENS WRAP 15X15 BLACK 1 No Hassle Return Policy:
We want you to be completely happy with your purchase
Mfg Item#•M6324-6899359 from Adorama.Please see the general Retum/Exchange
PROXCL PRO OPTIC UNIVERSAL LENS CAP TETHER 1 guidelines and policy posted on our website at
Mfg Item#:PRO-X-CL www.adorama corn/policy
End of Kit Item(Prices are for Kit Only) Adorama Access
Ask about Adorama Access.
Affordable technical support subscription plans
M ISOHVLF28RM SONY HVL-F28RM EXT FLSH W 13 190.35 2,474.55 that help you set up and get the most out of
your equipment.
Online:www.adorama coin/Access
or speak to your account manager
Thank you for being a repeat Customer. Sub Total: 38546.55
Shipping: .00
This quote was prepared by your sales representative, Tax: .00
Michael Glover. Quote Total: 38546.55 LOOKING CA$H ?9
To place order or for any help, call Michael Glover FOR
at (800) 223-2500 x 2135 or email at michaelg@adorama.com WE'VE GOT IT
We pay top dollar for your used photo&video equipment
To find out the slue cf your equipment
To email Customer Service please go to www.adorama.com/email online by phone bring it
adorama coin/sell 800-223-2500 42 W 18 SI NYC
Ship Via: UPS Ground Delivery Salesman 1583-MichlG
Printed By: MICHAELG 01/23/25 01.33 PM