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Home My WebLink About25-89 Resolution No. 25-89 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH W.S. DARLEY& CO. FOR THE PURCHASE OF FIREFIGHTING PROTECTIVE CLOTHING 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 W.S. Darley & Co., for the purchase of firefighting protective clothing, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: May 14, 2025 Adopted: May 14, 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 14 day of May 2025, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City")and W.S. Darley&Co., and Illinois 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 one (1) page proposal, dated June 24, 2024, attached hereto and made a part hereof as Attachment A,and as provided by the Sourcewell Contract#032620-1NO, incorporated herein by reference(the"Sourcewell 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 Sourcewell Agreement. In the event of any conflict between any of the terms and provisions this Agreement and either Attachment A or the Sourcewell 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 Sourcewell 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 W.S. Darley&Co.,do Registered Agent C T Corporation System,208 S. LaSalle Street, Suite 814, Chicago, IL 60604 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 Eighty Two Thousand Five Hundred Dollars($82,500.00)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. 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 Panics 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 ail 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. W.S. DARLEY&CO. CI ELGIN Thomas Darley Print N.me Richard G.Kozal, City a ger + '^` 't Attest: Signature Vice President hil‘ Title ity Clerk 3 ® Quotation 8 az'1eg 6/24/2024 Quote Date_ 6 W.S. Darley&Company 6/11/2024 Michael Mitchell 325 Spring Lake Dr. Reference Itasca, IL 60143 2025 GEAR 800-323-0244 847-370-3444 Cell FOB Shipping Point BILL TO: SHIP TO: PAYMENT TERMS BILL TO: NET 15 Days ELGIN FD SAME AS BILL TO 650 BIG TIMBER RD ELGIN,IL 60123 ATTN:Lt.STEINER steiner_G@cityofelgin.org ITEM QUANTITY DESCRIPTION EACH AMOUNT 00081973 25 INNOTEX ENERGY GEAR(KHAKI)OUO-81973 2024 NEW SPEC $3,300.00 $82,500.00 SOURCEWELL CONTRACT INNOTEX #032620-INO/RFP#033620 ELGIN GET 20%MSRP Freight TBD COMMENTS: Total $82,500.00 Special Terms: 1.Customer P.O.constitute acceptance of these terms 2.Quote expires 60 days herin