13-103 Resolution No. 13-103
RESOLUTION
AUTHORIZING EXECUTION OF NOVATION AGREEMENT
WITH WEST PIER LAUNDRY, INC. AND WEST PIER LAUNDRY 2, INC. REGARDING
LAUNDRY SERVICES FOR CODE, POLICE AND FIRE DEPARTMENT UNIFORMS
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that Sean R. Stegall, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby
authorized and directed to execute novation agreement on behalf of the City of Elgin with West
Pier Laundry, Inc. and West Pier Laundry 2, Inc. regarding laundry services for code, police and
fire department uniforms, a copy of which is attached hereto and made a part hereof by
reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: June 26, 2013
Adopted: June 26, 2013
Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
NOVATION AGREEMENT
WEST PIER LAUNDRY, INC. TO
WEST PIER LAUNDRY 2, INC.
This novation agreement is hereby made and entered into this 26th day of
June 2013, by;-and between the City of Elgin, Illinois, a municipal corporation
(hereinafter referred to as the "City"), West Pier Laundry, Inc., an Illinois corporation
(hereinafter referred to as "West Pier") and `'Vest Pier Laundry 2, Inc., an Illinois corporation
(hereinafter referred to as "West Pier 2").
WHEREAS, the City and West Pier have previously entered into an agreement dated
February 12, 2013 (hereinafter referred to as the "Laundry Agreement"), attached hereto and
made a part hereof as Attachment "A", to provide laundry cleaning services to the City; and
WHEREAS, West Pier 2 has purchased the assets of West Pier which are relevant to the
aforementioned Laundry Agreement, and
WHEREAS, the parties hereto each and all desire to enter into a novation agreement
whereby the Laundry Agreement will be adopted in its entirety, including all rights and duties
attendant thereto, by West Pier 2.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the receipt and sufficiency of which are hereby acknowledged by all parties hereto, the
parties hereto hereby agree as follows:
1. The above recitals are incorporated into and made a part of this agreement as if
fully recited hereby.
2. West Pier 2 hereby undertakes to observe, perform, discharge and be bound by
the terms, conditions and covenants of the Laundry Agreement, including but not
limited to all the liabilities and obligations of the Laundry Agreement arising
under the Laundry Agreement, whether actual, contingent or otherwise, and
whether arising on, before or after the date hereof, in every way as if West Pier 2
were, and had originally been, a parry to the Laundry Agreement in place of West
Pier.
3. The City hereby releases and discharges West Pier from the performance of the
Laundry Agreement and from all obligations, liabilities, claims and demands
however arising under or in relation to the Laundry Agreement and accepts the
obligations and liabilities of West Pier 2 under the Laundry Agreement in place of
the liabilities and obligations of West Pier and the City agrees to observe,
perform, discharge and be bound by the terms and conditions and covenants of the
Laundry Agreement in every way as if West Pier 2 were, and had originally been,
a party to the Laundry Agreement in place of West Pier.
4. The City covenants not to bring any suit, action or proceeding or make any
demand or claim of any type against West Pier relating to or in connection with
the Laundry Agreement or the relationship created thereby. Such release and
discharge as provided herein is without prejudice to the liabilities and obligations
of West Pier 2 to the City under the Laundry Agreement as novated by this
novation agreement. Nothing in this provision shall affect the City's, West Pier's
or West Pier 2's right to make claims or bring an action for breach of this
novation agreement.
5. West Pier hereby releases and discharges the City from the performance of the
Laundry Agreement and from all obligations, liabilities, claims and demands,
however arising under or in relation to the Laundry Agreement. West Pier
covenants not to bring any suit, action or proceeding or make any demand or
claim of any type against the City relating to or in connection with the Laundry
Agreement or the relationship created thereby. Such release and discharge is
without prejudice to the liabilities and obligations of the City to West Pier 2 under
the Laundry Agreement is novated by this novation agreement. Nothing in this
provision shall affect the City's, West Pier's or West Pier 2's right to make claims
or bring an action for breach of this novation agreement.
6. West Pier hereby signs and transfers absolutely to West Pier 2 all its rights, title
and interests in the Laundry Agreement including all correspondence,
memorandum, drawings, samples, calculations, plans, specifications, and other
relevant documents and information pertaining to the services and work that West
Pier provided pursuant to the Laundry Agreement.
7. West Pier 2 agrees with the City that all previous payments made to the City by
West Pier and all previous performance by West Pier under the Laundry
Agreement shall, for the purposes of this novation agreement, be deemed to be
payments and/or, as the case may be, performance made by West Pier 2.
8. Each party to this novation agreement shall at all times hereinafter and at their
own cost and expense make, do and execute or caused to be made, done or
executed all such acts, instruments, assurances and writings whatsoever as may be
reasonable to perform or give effect to this novation agreement.
9. West Pier 2 shall bear all the costs and expenses incurred by the City arising out
of or in connection with this novation agreement and all related documentation
prepared in consequence of this novation agreement.
10. This novation agreement is supplemental to the Laundry Agreement. The terms
and conditions of this novation agreement represented the entire agreement
between the parties relating to the novation of the Laundry Agreement and except
as specifically supplemented by this novation agreement all the terms and
conditions of the Laundry Agreement remain in full force and effect. Except as
specifically provided herein, no provision of this novation agreement, nor any
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action by the City prior to the date hereof, shall be construed as waiver by the
City of any right under the Laundry Agreement or any other agreement or
applicable law, including, without limitation, any right with respect to any default
under the Laundry Agreement. West Pier 2 understands and agrees that it shall
not rely on this novation agreement as indicative of the position the City will take
in future proposed transfers or assignments by West Pier 2 or its owners,
shareholders or directors.
11. This novation agreement shall be governed by and subject to 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 in the Circuit
Court of Kane County, Illinois.
12. Notwithstanding any other provisions which may be contained in this novation
agreement to the contrary, it is further agreed by, between and among the parties
hereto, as follows:
(a) The asset purchase transaction by and between West Pier and Nicholas A.
Conro (the latter to assign to West Pier 2) has not yet closed;
(b) This novation agreement is contingent upon, and shall become effective as of,
the closing of the asset purchase transaction (with written notice to the City of
the closing),-
(c) In the event the asset purchase transaction does not close within sixty (60)
days after the date hereof, this novation agreement shall automatically become
null and void-,
(d) All payments for services performed under the Laundry Agreement by West
Pier prior to the closing of the asset purchase transaction shall at all times be
payable to and remain the property of West Pier; and
(e) In the event of conflict between the provisions of this Paragraph 12 and any
other provisions contained in this novation agreement, the provisions of this
Paragraph 12 shall control.
FOR THE CITY: FOR WEST PIER:
By By: - C_
ity Manager Name/Print: i
Title: �1'P_t snQQ
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Attest:
a�y.," FOR WEST PIER I
City Clerk
By: /,
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Nardi/&P nt:
Title:
F:\Legal Dept\Agreement\\'ovation Agr with West Pier Laundn'-5-30-13.does
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CITY OF ELGIN,ILLINOIS,AGREEMENT FOR
Bid#13-010 Cleaning of Code,Police and Fire Uniforms
This Agreement is made and enured into this 1.2 day of 2013,by and between the City of Elgin("the CITY"), a
munici al corporation organized and existing under th laws of . the State of Illinois, and
Sf JQiL" JO&W4Qvl /n1C{incorpomted in the state of ��j1�S and having a principal place of business
at // 4 g40✓1 14— (-the CONTRACTOR-1.
ARTICLE L DEFINMON. 'THIS CONTRACT" as used herein shall mean this Agreement, the Imitation for Bids (117B)
including all documents referenced therein and the Contractor's bid response(bid)thereto incorporated by reference herein and made a
part hereof. The CONTRACTOR agrees to provide the goods and/or services all in accordance with the W8 and CONTRACTOR'S
Bid. In the event there is a confect between this Agreement and the bid documents, the bid documents shall supersede this
�F DURATION. The CONTRACTOR shall commence the performance of THIS CONTRACT upon receipt of a fully
executed contract from the City of Elgin.It shall end one year from award date with a one year option to renew.
gRTICLdg IIL TERMINATIOON, The following Mall constitute events of default under THIS CONTRACT 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 CON`TRACi including,but not limited to,the following: (i) failure to commence performance of THIS CONTRACT at
the time specified in THIS CONTRACT due to a reason or circumstance within the CONTRACTOR'S reasonable control,(ii) failure
to perform THIS CONTRACT with sufficient personnel and equipment or with sufficient material to ensure the completion of THIS
CONTRACT within the specified thne due to a reason or circumstance within the CONTRACTOR'S reasonable control,(iii) failure
to perform THIS CONTRACT in a manner reasonably satisfactory to the CITY,(W) Whire to promptly re-perform within reasonable
time the services that were rejected by the CM as erroneous or unsatisfactory,(v) future to comply with a mathsl term of THIS
CONTRACT,including,but not limited to the Affirmative Action requireummi, and(vi) any other acts specifically and expressly
stated in TMS CONTRACT as continuing a basis for termination far cause. The CITY may terminate T HITS CONTRACT for its
convenience upon fourteen(14)days prior wriuen notice.
ARTICLE IV. DAMAGES. From any sums due to the CONTRACTOR for goods or services,the C1TY may keep for its own the
whole or any pan of the amoumt 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 rho CONTRACTOR in providing goods
or services as provided in THIS CONTRACT.
ARTICLE V, QQVMRn LAWS AND ORDWANCES This CONTRACT is made subject to all the laws of the State of
Illinois and the ordinances of the CITY and if any such clause herein does rot conform to suds laws or ordinances,such clause Mall
be void(the remainder ofthe contract shall not be afrected)and the laws or ordinances shall be operative in lieu thereof.
ARTICLE VI. AUD&MATIVE ACTION. The CONTRACTOR will not d6crimhwe against any employee or applicant fix
employment heeause 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 Co&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 corn itment to all persons who participate in
retxultment,screening,referral and selection of job applicants and prospective subcontractors. The CONTRACTOR agrees that the
provisions of Chapter 3.12 of the Elgin Municipal Code,1476,is hereby incorporated by mfererux-as if set out verbatim
ARTKXE VIL AS,SIGNABRLITY. The CONTRACTOR shall not assign, sell or transfer any Interest In THIS CONTRACT
without prior written consent of the CITY.
ARTICLE VUL AMENDMENTS. There shall be no modification of the CONTRACT,except in writing and executed with the
same formalities of the original.
&W LC E IX. NOXWES. Any notice given under this CONTRACT shall be in writing and shall be deemed to have been given
when hard delivered or deposited in the U.S.mail,certified or registered,return receipt requested,addressed,ifto CONTRACTOR,at
the address set forth above to the attention of the project manager or undersigned representative,and if to the City,to the attention of
the City Manager, ISO Dexter Cacrrt,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
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ATTACHMENT A
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rARTICLE X. INDEMNIIBICA]=. To the fullest extent permitted by law,Contra mw agrees to and shall.indemnify.defend and
hold harmless the City,tea officers,employees,boards and commissions from and against any and all dairy,suits,judgments,costs,
attorneys fees.damages or any and all other relief or liability arising out of or resulting fiorn or through or alleged to arise out of arty
acts or negligent acts or omissions of Contractor or Contractofs offioers,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 kW counsel of the City's choosing.
ART1C&,U LUBLICTM 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 C TTY.
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 fiords sufl3cient to disdtarge
the obligations which accrue in that fiscal year and authorization to spend such lands for the purposes of the cons act.
14 for any fiscal year during the term of the CON-TRACT, sufl;cicnt 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 temtination.
ARTICLE XJU 99M AGREE This CONTRACT embodies the whole agreement of the patties. There shall be no
promises, terms, conditions or obligations outer than those contained therein; and this agreement shall supersede all previous
oommunications,representations,or agreements,either verbal or written,between the parties.
ARTIt3E XIV,COMPLUNCE WITH IyAM Notwithstanding any other provision of this CONTRACT it is expressly agreed
and wukrztood that in connection with the performance of this CONTRACT that the CONTRACTOR shall comply with all
applicable Federal, Smte,City and other requirements of law,including,but not limited to,any applicable requirements regarding
prevailing wages,mtinirnum wage,workplace safety and legal status of employees. Without limiting the foregoing,CONTRACTOR
hereby certifies,represents and warrants to the CTIY that all CONTRACTOR'S employees and/or agents who will be providing
products xWor services with respect to thin CONTRACT shall be legal residents of the limned 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 CONTRACT. The CIIY 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.
The person signing THIS CONTRACT certifies that s/he has been authorized by the CONTRACTOR to commit the CONTRACTOR
conuumal and has been authorized to execute THIS CONTRACT-on its behalf.
IN WTMIESS WHEREOF the parties have hereto set their hands the day an&lcu firrt'above written.
CONTRACPORI��: CfC�-'C-t CITY OF ELGIN
lejj gia
Title RAtegall
City Manager
FERN NO.�
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