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HomeMy WebLinkAbout26-8 Resolution No. 26-8 RESOLUTION AUTHORIZING EXECUTION OF A SALES AGREEMENT WITH TOPS KENNEL FOR SALE OF A RETIRED POLICE CANINE 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 Sales Agreement on behalf of the City of Elgin with TOPS Kennel,for sale of a police canine,a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: January 14, 2026 Adopted: January 14, 2026 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk SALES AGREEMENT THIS AGREEMENT is hereby made and entered into this 14th_day of January, 2026, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City" or "Seller")and TOPS Kennel (hereinafter referred to as "Buyer"),collectively,the"Parties". 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: I. PURCHASE. Buyer shall purchase, and City shall sell the following goods (hereinafter referred to as the "Goods"); consisting of one (1) German Shepherd dog, previously used by the Elgin Police Department's K9 Unit and referred to as "Zam" which is approximately four years old and weighs approximately 75 pounds. 2. 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. Buyer 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 Buyer agrees that service by first class U.S. mail to 1460 E. Belvidere Road, Grayslake, Illinois 60030 shall constitute effective service. Both Parties hereto waive any rights to a jury. 3. NO MODIFICATION. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 4. 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. 5. 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. 6. 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. 7. PAYMENT. Buyer shall pay to City the total sum of One Dollar ($1.00) prior to taking possession of the Goods. 8. DELIVERY. Buyer shall pick up the Goods at the City's designated location on or before January 15 , 2026. 9. DISCLAIMER OF WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE GOODS ARE BEING SOLD AND TRANSFERRED ON AN "AS IS" BASIS AND "WITH ALL FAULTS" AND CITY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND(WHETHER EXPRESS,IMPLIED OR STATUTORY). 10. TRANSFER OF TITLE/RISK. Transfer of title, and risk of loss shall pass to the Buyer upon delivery of the Goods. 11. 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. 12. WAIVER, RELEASE, INDEMNIFICATION AND ASSUMPTION OF RISK. Buyer, for itself, and its representatives or entities, does hereby and shall to the fullest extent permitted by law waive, release, indemnify, defend and hold harmless the City, its officials, officers, employees, agents, volunteers and assigns, and all other related persons or entities, from and against any and all claims, suits,judgments, costs, attorney's fees, damages or other liability or relief whatsoever, arising out of or related to any loss, damage or injury, including death, that may be sustained by Buyer, its representatives, any property of Buyer,or by third parties, for any reason, as a result of the sale described herein. In the event of any action or proceeding against the City, its officials, officers, employees, agents, volunteers and/or its assigns, and/or all other related persons or entities covered by the foregoing duty to indemnify, defend, and hold harmless, such action or proceeding shall be defended by legal counsel of City's choosing and the cost thereof shall be paid by Buyer. Buyer assumes all risks of loss, damage, or injury, including, but not limited to, death, that may be sustained by Buyer, its representatives, or third parties in relation to the sale described herein. Buyer further agrees and acknowledges that the City has made no representations of any kind, either written, oral or implied, as to the safety or hazards, or lack thereof, of the Goods described in this Agreement other than as specifically stated herein. 13. LIMITATION OF ACTIONS. Buyer shall not be entitled to, and hereby waives, any and all rights that it might have to file suit or bring any cause of action or claim for damages • against the City and/or its affiliates, officers, employees, agents, attorneys, boards and commissions of any nature whatsoever and in whatsoever forum after January 1, 2027. 14. NO WAIVER OF IMMUNITIES OR RIGHTS. This agreement is not intended and shall not be construed to alter, limit, or constitute a waiver of any of the civil immunities afforded the City and/or its officials, officers, employees and/or agents pursuant to the Local Governmental and Governmental Employees Tort Immunity Act at 745 ILCS 10/1-101, et seq., as amended; the Emergency Telephone System Act at 50 ILCS 750/0.01 et seq.,as amended; and/or as otherwise provided by law, it being agreed that all the civil immunities as set forth in such Acts, as amended, and/or as otherwise provided by law shall fully apply to any claims asserted or which 2 might be asserted against the City and/or its respective officials, officers, employees and/or agents as a result of this agreement or any actions of the Parties pursuant to this agreement. 15. NO SPECIAL OR OTHER DUTY. No special duties or obligations are intended and shall not be deemed or construed to be created by this agreement. Notwithstanding anything to the contrary in this agreement, it is agreed and understood that no third party beneficiaries are intended or shall be construed to be created by the provisions of this agreement and it is the intention of the Parties hereto that no action may be commenced by any person or entity against the City and/or its respective officials, officers, employees, agents and/or other related persons or entities for monetary damages for any alleged breach of this agreement or failure to provide the Goods described in this agreement. The provisions of this section shall survive any expiration and/or termination of this agreement. The person signing this Agreement certifies that s/he has been authorized by the Buyer to commit the Buyer 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. TOPS Kennel CI7',Y � IN PAtru korth4cK-r' T .P.5 i v /.v/./Cj aze/. Print Name) ichard G. ozal, City Manager Attest: Signature b�iTjl AWA Title ly lerk 3