HomeMy WebLinkAbout26-0225 Delta Scientific Corporation Docusign Envelope ID:C63403E7-371E-4501-B603-6F888B152111
PURCHASE AGREEMENT
THIS AGREEMENT is hereby made and entered into this 25th day of February, 2026,
by and between the City of Elgin,Illinois,a municipal corporation(hereinafter referred to as"City"
or"Buyer")and Delta Scientific Corporation,a California 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#JW0729257R1,being a one-page proposal,dated February
5,2026,attached hereto and made a part hereof as Attachment A, and as provided by the General
Services Administration Contract#47QSWA18D003B, incorporated herein by this 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
Docusign Envelope ID C63403E7-371E-4501-B603-6F888B152111
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-Two Thousand
Six Hundred Ninety-Six Dollars and Fifty-Six Cents Dollars ($142,696.56) 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.
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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 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.
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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.
DELTA SCIENTIFIC CORPORATION CI ' LGIN
Keith Bobrosky 6
Print Name Richard G. Kozal, City Manager
Co«am usiy�.a by.. °f irasty
578 AA76F(M&1F2. Attest:
Signature
President
Title ity Clerk
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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 #: JW0729257R1
MP5000 HYDRAULICALLY OPERATED MOBILE SURFACE MOUNTED BARRIER SYSTEM
"WIN ACCORDANCE WITH DEPARTMENT OF STATE SPECIFICATION FOR VEHICLE CRASH TESTING OF
PERIMETER BARRIERS AND GATES SD-SDT-02.01 (APRIL 1985).
ASSESSMENT PER DOS SPECIFICATION: K4/L1
2 MP5000 BASIC STRUCTURE - (12 FT CLEAR OPENING) $ 153,222.32
2 H4050 12V BATTERY OPERATED HYDRAULIC PUMP/W CONTROL STATION INCLUDED
2 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
C P.RT[I I!I)
*TRAILER HITCH ASSEMBLY �Ai FTY Ac 7
w w. ,Inb•r,W,
STANDARD WHITE/YELLOW OR BLACK/YELLOW PAINT(OPTIONS AVAILABLE)
COMPLETE INSTRUCTIONS, START UP AND TROUBLE-SHOOTING MANUAL
MP5000 SYSTEM OPTIONS: (NOT INCLUDED WITH BASIC SYSTEM)
2 MPL-4050 REMOTE OPEN/CLOSE PUSH BUTTON STATION W/20'CABLE INCLUDED INCLUDED
2 MPL-4050-300 ADDITIONAL MPL4050 CABLE--300FT OF TOTAL CABLE $ 1,613.01 $ 3,226.02
2 B2010 BARRICADE FULLY DOWN AUXILIARY LIMIT SWITCH not on GSA $ 401.75 $ 803.50
2 B1154 BOOSTER PAK 12VDC not on GSA $ 699.49 $ 1,398.98
2 SOLARI PEDESTAL MOUNTED SOLAR PANEL ASSEMBLY.not on GSA $ 3,255.72 $ 6,511.44
2 2461-81SCC8.5 SOLAR CHARGE CONTROLLER FOR USE WITH SOLAR PANEL $ 238.32 $ 476.64
2 MPL-20W 48"TALL SOLAR MOUNTING POST WITH 24" SQUARE BASE $ 374.96 $ 749.92
2 CAB KIT CABLE KIT(JUMPER CABLE, UTILITY OUTLET CONNECTION) no: c $ 550.05 $ 1,100.10
2 MP5K-TT1 BARRIER TURN TABLE INCLUDED INCLUDED
DELTA SCIENTIFIC GSA CONTRACT#47QSWA180003B
ALL EQUIPMENT/S FOB FACTORY
TOTAL EQUIPMENT COST $ 167,488.92
Sales Tax(if applicable) TBD
INSTALLATION COST(Terms and Conditions Apply) N/A
CUSTOM BARRIER DISCOUNT $ (34,792.36)
Freight(Palmdale, CA to Elgin, IL) $ 10,000.00
GRAND TOTAL (Quote is valid 30 days from 02/05/26) $ 142,696.56
2/5/2026