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08-109 Resolution No. 08-109 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH GRAY MANUFACTURING, INC. FOR VEHICLE LIFTS FOR FIRE DEPARTMENT VEHICLES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Olufemi Folarin,City Manager be and is hereby authorized and directed to execute an agreement on behalf of the City of Elgin with Gray Manufacturing, Inc. for vehicle lifts for fire department vehicles, a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: April 23, 2008 Adopted: April 23, 2008 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk PURCHASE AGREEMENT THIS AGREEMENT is made and entered into this_24th_day of_April_,2008 by and between the City of Elgin ("the CITY"), a municipal corporation organized and existing under the laws of the State of Illinois,and Gray Manufacturing Company,Inc., a manufacturer. ("the CONTRACTOR"). ARTICLE I. PURCHASE. The CONTRACTOR agrees to provide, and the City agrees to purchase,the goods and/or services provided for herein under the terms and conditions provided for herein and pursuant to Exhibit "A", attached hereto and made a part hereof. ARTICLE II. DURATION AND SCHEDULE. The CONTRACTOR shall provide the goods and/or services at the price provided for in Exhibit"A"attached hereto and incorporated herein, on or before June 1,2008. Payment by CITY shall be made to CONTRACTOR within thirty(30)days of receipt and acceptance, and upon receipt of an invoice from CONTRACTOR. ARTICLE III. TERMINATION. The following shall constitute events of default under this agreement: a) any material misrepresentation made by the CONTRACTOR to the CITY, b) any failure by the CONTRACTOR to perform any of its obligations under this agreement including,but not limited to, the following: (i) failure to commence performance of this agreement at the time specified in this agreement due to a reason or circumstance within the CONTRACTOR'S reasonable control, (ii) failure to perform this agreement with sufficient personnel and equipment or with sufficient material to ensure the completion of this agreement within the specified time due to a reason or circumstance within the CONTRACTOR'S reasonable control,(iii) failure to perform this agreement in a manner reasonably satisfactory to the CITY, (iv) failure to promptly re-perform within reasonable time the services that were rejected by the CITY as erroneous or unsatisfactory,(v) failure to comply with a material term of this agreement,including,but not limited to the Affirmative Action requirements, and (vi) any other acts specifically and expressly stated in this agreement as constituting a basis for termination for cause. The CITY may terminate this agreement for its convenience upon fourteen (14) days prior written notice. ARTICLE IV. DAMAGES. From any sums due to the CONTRACTOR for goods or services,the CITY may keep for its own the whole or any part of the amount for expenses, losses and damages as directed by the Purchasing Director, incurred by the CITY as a consequence of procuring goods or services as a result of any failure,omission or mistake of the CONTRACTOR in providing goods or services as provided in this agreement. ARTICLE V. GOVERNING LAW/VENUE AND ORDINANCES. This agreement shall be subject to and governed by the laws of the United States, the State of Illinois and the City of Elgin, 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 in the Circuit Court of Kane County, Illinois. ARTICLE VI. SEVERABILITY. The terms of this agreement shall be severable. In the event any of the terms or provisions of this agreement are deemed to be void or otherwise unenforceable for any reason, including but not limited to any violation of any law as provided for in Article XIV herein, the remainder of this agreement shall remain in full force and effect. ARTICLE VII. AFFIRMATIVE ACTION. The CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex, ancestry, national origin, place of birth, age or physical handicap which would not interfere with the efficient performance of the job in question. The contractor will take affirmative action to comply with the provisions of Elgin Municipal Code Section 3.12.100 and will require any subcontractor to submit to the CITY a written commitment to comply with those provisions. The CONTRACTOR will distribute copies of this commitment to all persons who participate in recruitment,screening,referral and selection of job applicants and prospective subcontractors. ARTICLE VIII. ASSIGNABILITY. The CONTRACTOR shall not assign, sell or transfer any interest in this agreement without prior written consent of the CITY. ARTICLE IX. AMENDMENTS. There shall be no modification of this agreement, except in writing and executed with the same formalities of the original. ARTICLE X. NOTICES. Any notice given under this agreement shall be in writing and shall be deemed to have been given when hand delivered or deposited in the U.S.mail,certified or registered, return receipt requested, addressed, if to CONTRACTOR, at the address set forth above to the attention of_Randy Covert, Captain_ or undersigned representative, and if to the City, to the attention of the City Manager, 150 Dexter Court, Elgin, IL 60120 or to such other address and/or authorized representatives as either party shall designate in writing to the other in the manner herein provided. ARTICLE XI. INDEMNIFICATION. To the fullest extent permitted by law, CONTRACTOR agrees to and shall indemnify,defend 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 Contractor or Contractor'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,defend and hold harmless,such action shall be defended by legal counsel of the City's choosing. The provisions of this paragraph shall survive any termination and/or expiration of this agreement. ARTICLE XII. PUBLICITY. The CONTRACTOR may not use, in any form or medium, the name of the City of Elgin for public advertising unless prior written permission is granted by the CITY. ARTICLE XIII. APPROPRIATIONS. The fiscal year of the CITY is the 12 month period ending December 31. The obligations of the CITY under any contract for any fiscal year are subject to and contingent upon the appropriation of funds sufficient to discharge the obligations which accrue in that fiscal year and authorization to spend such funds for the purposes of the contract. 2 If, for any fiscal year during the term of the CONTRACT, sufficient funds for the discharge of the CITY'S obligations under the contract are not appropriated and authorized, then the CONTRACT shall terminate as of the last day of the preceding fiscal year, or when such appropriated and authorized funds are exhausted, whichever is later, without liability to the CITY for damages, penalties or other charges on account of such termination. ARTICLE XIV. COMPLIANCE WITH LAWS. Notwithstanding any other provision of this agreement it is expressly agreed and understood that in connection with the performance of this agreement that the CONTRACTOR shall comply with all applicable U. S. Federal, State, City and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages,minimum wage,workplace safety and legal status of employees. Without limiting the foregoing, CONTRACTOR hereby certifies, represents and warrants to the CITY that all CONTRACTOR'S employees and/or agents who will be providing products and/or services with respect to this CONTRACT shall be legal residents of the United States. CONTRACTOR shall also at its expense secure all permits and licenses,pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work,and/or the products and/or services to be provided for in this agreement. The CITY shall have the right to audit any records in the possession or control of the CONTRACTOR to determine CONTRACTOR'S compliance with the provisions of this section. In the event the CITY proceeds with such an audit the CONTRACTOR shall make available to the CITY the CONTRACTOR'S relevant records at no cost to the CITY. ARTICLE XV. WARRANTY. The CITY'S purchase from the CONTRACTOR as provided in this agreement shall include the standard warranty typically provided by CONTRACTOR for the equipment being purchased herein. ARTICLE XVI. ENTIRE AGREEMENT. This agreement embodies the whole agreement between the parties hereto. There are no other agreements,either oral or implied between the parties hereto;and this agreement shall supersede any and all previous communications,representations,or agreements, either verbal or written, between the parties. ARTICLE XVII. INDEPENDENT CONTRACTOR. This agreement shall not be construed so as to create a joint venture,partnership,employment or other agency relationship between the parties hereto. ARTICLE XVIII. TIME. Time is of the essence of this agreement. ARTICLE XIX. DAMAGES. In the event of any breach of any of the terms of this agreement by City, CONTRACTOR'S damages shall be limited to a maximum of the purchase price provided for herein, which shall be calculated on the basis of CONTRACTOR'S actual compensatory damages only. CONTRACTOR shall not be entitled to consequential,incidental or nominal damages for any reason. The person signing this agreement certifies that s/he has been authorized by the CONTRACTOR to commit the CONTRACTOR contractual and has been authorized to execute this agreement on its behalf. 3 IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written. CONTRACTOR CITY OF ELGIN By Il�t 1 By Cheri Morton, Government Sales Manager City Manag FEIN NO.q ;- q ' 'U� *Typically, we are able to produce and deliver the WPLS-160 within 60-90 days ARO. We will do everything possible to deliver by the date stated in the above contract. Should delivery be made sooner than stated date, we will contact Randall Covert and/or Alex Gomez with those details. 4 GRAY MANUFACTURING (800)821-7320 [G] Company, Inc. • St Joseph, Missouri (816)233-6121 (816)233-7251 Fax GRAY. A tradition ofquafiiysince 1952 www.GrayUSAcom March 27, 2008 Randy Covert City of Elgin Fire Department 650 Big Timber Rd Elgin, IL 60123 Dear Randy, Thank you for your interest in Gray Equipment. In response to your recent request, I am submitting the following price quotation. Qty Model Your Price Freight* 2 WPLS-160 $88,148 $1550 (Set of four wireless mobile column lifts) 2 Small Wheel Adapters $2952 $280 (Set of four small wheel adapters for 14"-19"wheels) SOLE SOURCE: We are the manufacturer, and the only factory direct source of the WPLS-160. We hold patents#6;634,461 and#7,014,012 on the wireless technology used in the WPLS-160. Accommodating vehicle support stands: 2 8T-HR $9152 $760 (Set of four hi-rise vehicle support stands) The above mentioned equipment prices are effective through April 30,2008. *Due to rapidly changing freight rates and fuel surcharges, an accurate freight rate may need to be obtained at the time of purchase. Without a tax exemption on file,sales tax will be charged at the time of purchase. Payment terms are Net 30 or credit card. All Gray equipment is American made and backed with the Gray Guard warranty. Customer service and sales representatives are available to you via telephone Monday through Friday 7a.m.-5p.m. CST. Please let me know if I can be of any further help. I may be reached at(800)821-7320. You may also visit our website at www.grayusa.com. Respectfully, 0�*X4 Stacy Myers Government Account Specialist PQ Box 728 �3SQ1 S.Leonard Rd. � St.Joseph,MQ� 64502 Exhibit A April 4, 2008 TO: Mayor and Members of the City Council SAFE COMMUNITY FROM: Olufemi Folarin, City Manager John Henrici, Fire Chief SUBJECT: Purchase of Vehicle Lifts for Fire Department Vehicle Maintenance Division at Fire Station 7 PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information to approve the purchase of heavy-duty vehicle lift equipment for the Elgin Fire Department Vehicle Maintenance Division at Fire Station 7. RECOMMENDATION It is recommended that the City Council authorize the purchase from Gray Manufacturing for a set of eight (8) wireless mobile column lifts, eight (8) small wheel adapters and eight (8) vehicle support stands in the amount of$102,842. BACKGROUND The Elgin Fire Department vehicle fleet and related maintenance services has increased significantly in the past 10 years. The Fire Department Fleet Maintenance Division will be moving from its present location at Fire Station 2 to Fire Station 7, which has been designed for the maintenance and repair of fire department vehicles. For mobility and safety, portable wireless vehicle lifts give the fire maintenance personnel the flexibility to utilize the entire facility by using all bays available. The wireless lifts allow for the safe and efficient movement around vehicles during servicing. This is accomplished by removing any trip hazards or high voltage cables obstructing the path of travel through the use of wireless remote controls. Gray Manufacturing is the sole supplier and factory direct source of the WPLS-160 mobile column vehicle lifts and its auxiliary equipment. They hold patents for the wireless technology used in the WPLS-160 mobile column lifts. COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None Purchase of Vehicle Lifts for Fire Department Vehicle Maintenance Division at Fire Station 7 April 4, 2008 Page 2 FINANCIAL IMPACT The total purchase price for eight (8) wireless mobile column vehicle lifts, eight (8) small wheel adapters and eight (8) vehicle support stands for the Fire Department Vehicle Maintenance Division will be $102,842. The total project budget for Fire Station 7 is $5,432,445. There are sufficient funds budgeted ($4,918,600) and available ($389,590) in the 2008 Riverboat Lease Fund, account number 276-0000-791.92-36, "Capital Additions/Buildings and Structures," project 289506, "Fire Station 7" and sufficient funds budgeted ($20,000) and available ($20,000) in the General Fund, account number 010-2802-735.92-46 (Other Equipment), project number 280017 (Vehicle Lifts) to purchase the equipment. LEGAL IMPACT None ALTERNATIVES 1. The City Council may choose to approve the purchase of the Gray Manufacturing mobile column lifts, adapters, and vehicle stands. 2. The City Council may choose not to approve the purchase of the Gray Manufacturing mobile column lifts, adapters, and vehicle stands. Respectfully submitted for Council consideration. JH/ag attachment