13-191 Resolution No. 13-191
RESOLUTION
AUTHORIZING EXECUTION OF A QUOTATION/PURCHASE AGREEMENT
WITH BIOMIST, INC. FOR FIVE BIOMIST MINI SANITIZING SYSTEMS
AND RELATED PRODUCTS
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 Sean R. Stegall, City Manager, be and is hereby authorized and directed to
execute a quotation/purchase agreement on behalf of the City of Elgin with Biomist, Inc. for five
Biomist mini sanitizing systems and related products, a copy of which is attached hereto and
made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: December 4, 2013
Adopted: December 4, 2013
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
B1 N; SS10 Mini Sanitizing System
Biomist,Inc. Quotation/Purchase Agreement
573 N.Wolf Road
Wheeling,IL 60090
Company Elgin Fire Department
Contact Bryan McMahan,Battalion Chief Date: 11/2512013 Expires: 12/2512013
Address 550 Summit Street Quotation# 131125-2
City,St Zip Elgin,IL 60120
Phone Fax Robert L.Cook
number number
630-222-2810 INQUIRIES REGARDING THIS QUOTATION SHOULD
BE DIRECTED TO THE LOCAL OFFICE
E-mail mcmahan b(a)citvofelgin.org
LOCAL OFFICE SUBMIT PURCHASE ORDER TO:
Biomist,Inc. Biomist,Inc.
573 N.Wolf Road 573 N.Wolf Road
Wheeling,IL 60090 Wheeling,IL 60090
Phone Fax Phone Fax
847-850-5530 847-850.5535 847-850-5530 847-850-5535
Biomist,Inc.,is pleased to submit the following quotation for the products and services
described herein at the stated prices and terms,subject to your acceptance of the terms and conditions on the
face and back hereof,and on any attachment hereto.
TERMS OF PAYMENT: DELIVERY:Approximate delivery is 6-10 weeks from order validation.
Cash Orders:20%deposit,Net 30 Days on approval of credit.
Financed Orders:Subject to Credit Approval. Payment TAXES:Taxes,if any,are payable upon receipt of invoice.
due in full upon delivery. See additional details at end
of quotation. WARRANTY:See details at end of quotation.
This constitutes my offer to purchase Biomist,Inc.products per the attached quotation dated:
November 25,2013
at the total selling price of:
$37,166.75
Authorized signature acknowledges payment will be remitted according to Biomist,Inc.payment terms
stated herein for the products and services listed. n
SUBMITTED BY: /A^'` � BY:(signature) I-
NAME: Robert L.Cook NAME: Se n R. Stegall
TITLE: Vice President TITLE: City Manager
DATE: 11/25/2013 DATE: December 4. 201.
B1q1JJPP Te Biomist,Inc.
N;�d 573 N.Wolf Road
/�• Wheeling,IL 60090
Company Elgin Fire Department Date: 11/2512013 Expires: 1 212 512 01 3
BIOMIST SYSTEM
SS10 BIOMIST MINI SANITIONG SYSTEM(includes one CO2cylinder) 5 $ 7,495.00 7.00% $ 34,851.75
ACCESSORIES
ACCt BIOMIST CO2 CYLINDER 10 $ 195.00 $ 1,950.00
ACC17 100 BIOMIST PLASTIC SOLUTION BOTTLES 1 $ 265.00 $ 265.00
CHEMICAL SOLUTION
SSD1 BIOMIST SOLUTION FORM ULA D2(case of 12 quarts) 0 $ 140.00 $
SSD2 BIOMIST SOLUTION FORMULA D2(5 gallon pail) 0 $ 163.00 $
SSD3 BIOMIST SOLUTION FORMULA D2(50 gallon drum) 0 $ 828.00 $
OTHER
INCLUDES ONE YEAR WARRANTY 1 $
SHIPPING&HANDLING 1 $ 100.00 $ 100.00
Biomist Mini Sanitizing System TOTAL SELLING PRICE $ 37,166.75
TRADE VALUE $
NET SELLING PRICE $ 37,166.75
QUOTATION EXPIRES 12/2512013
BILL TO: SHIP TO:
FINANCING:
The equipment listed above may be financed through Biomist.Ask us about our full range
of financial products that can be tailored to meet your business and cash flow requirements.
Below are two options for your consideration(taxes not included):
Lease payments are subject to change.
Months Payment End Of Lease
60 $777 FMV
60 $829 $1.00 Buyout
For further information,please contact your local Sales Representative or the Financial Services
Department at 1-847-850-5530.
(page 2 of 4)
AWL
BI .ST'"
TERMS OF SALE
1.TERMS.Biomist offers the products listed above under the following terms.Additional or different terms,or modifications to the terms proposed by Customer(whether in a
document now or later submitted)will rot be effective unless accepted by Blomist in writing.Any extended maintenance services sold in connection with the purchase of products
shall be under the terms on Biomist's standard maintenance service contract.This quotation supersedes all previous quotations for the products,and is the entire and orty offer
between Biomist and Customer concerning the sale of products.Prices quoted assune product delivery within one hundred eigly(180)days from the quotation date. Quoted
prices are subject to revision for products delivered after one kindred eighty(180)days from the quotation date.This quotation shall remain open for thirty(30)days from the
quotation date,and is subject to charge or withdrawal prior to acceptance.Submission of a purchase order shall constitute acceptance of the terms of this quotation.To accept
this quotation,indicate shipping instructions above,sign the quotation,and return within the time for acceptance.
2.DEPOSIT.On orders of 25 systems or less.twenty percent(20%)of the total purchase price of the products shag be paid with the purchase order. Biomist reserves the right to
reject any purchase order not accompanied by the deposit.
3.TAXES.Prices do rot include applicable sales,excise,use,value added,or other taxes,duties,or fees(including customs duties and broker charges,if applicable)in effect
or later levied which Biomist may be required to pay or collect in connection with the sale of products.AN such taxes,duties,and fees shall be paid to Biomist by Customer upon
receipt of an invoice from Biomist.
4.PAYMENT.Unless otherwise stated on the invoice,each invoice shall be paid net thirty days from the invoice date.Overdue payments shall be Barged interest at the
lesser of eighteen percent(18%)per annum,or the maximum permitted by applicable law.Biomist shall have the right to offset amounts owed to Biomist from any amounts
Biomist may owe Customer under any other agreement.Biomist reserves the right to require full payment for products sold under a trade-in arrangement until the trade-in
product is received by Biomist,determined to be assessed accurately,and free of all Here and encumbrances.
5.DEFAULT.
Ural Customer has paid the fund amount due,without prior notice,Biomist may withhold service on the products and
any other Biomist products owned by Customer.
6.SOLVENCY. If Customer becomes insolvent,files for protection under the baninptcy code,makes an assignment for the berefit of creditors,has a receiver or trustee
appointed,or is cable to meet its financial obligations as they come due.Biomist may terminate this Contract,withhold delivery of products,stop delivery of products,and retain
the deposit as liquidated damages. In any event,Biomist may demand full payment in advance of shipment. If Customer refuses to make such payment,Biomist may terminate
this Contract and retain the deposit as liquidated damages.
T.SECURITY INTEREST.Customer hereby grants Bbmist a purchase order money security interest in the products,a security interest in the products,and the right to
possession of the products upon Customer's default in payment until all payments have been made.
&CANCELLATION.Customer may cancel the order upon written notice. For orders canceled within five(5)days following the date the order was placed but before shipment
of the products,Biomist shag retain five percent(5%)of the purchase price from the deposit,and refuel arty excess deposit. For orders canceled more than five days from the
date the order was placed but before shipment of the products,Biomist shall retain 10 percent(10%)of the total purchase price from the deposit,and refuel any excess deposit.
For any order canceled,Biomist shall also be entitled to recover the cost of any and all services provided to Customer inducing any educational services,and arty costs incurred
resulting from the return of products purchased from a third party on Customer's behalf. Customer agrees that such cancellation fees constitute fair and reasonable compersabon
for Customer's right of cancellation. Once sropmert of substartially all the products has been made,the order cannot be canceled.
9.TITLE.Products shall be delivered to Customer F.O.B.destination point.Title to and risk of loss to the products shall pass to Customer upon delivery to the F.O.B.destination point.
Urless otherwise agreed in writing,all shipping costs shag be prepaid by Biomist and billed to Customer.Biomist shall have the right to make shipments in separate lots.
10.INSPECTION.Customer will be deemed to have accepted the products as conforming and undamaged unless Customer gives written notice of rejection within ten(10)days
of product receipt.Products shall be installed by an aWonzed Biomist representative and made operational according to Biomist's published specifications as determined by an
authorized Biomist representative,unless sold to Customer for further distribution.
11.WARRANTY. Product:Blunist SS-10 Mint Sanitizing System Warranty Period:One Year,commencement upon delivery
This warranty does rot cover fuses,coiled hoses or electrical cords.Certain other components of this product may have extended warranty periods.Biomist will pass on to
Customer all warranties of manufacturers of such components,providing it is possible to do so.This warranty is valid only if the System is maintained and used in accordance with
Biomist's instructions.Biomist shall be released from all obligations under this warranty should a sanitizing or disinfecting solubon or agent other than a Biomist supplied santizer
be used with this product;or if a cylinder other than a Biomist CO2 Cylinder be used With this product;or if repairs or modifications are made by persons other than authorized
service personnel;or if the warranty claim results from physical abuse or misuse of the product. No agent,employee or representative of Bbmist has the authority to bind Biomist
to any affirmation,representation or warranty concerning this product. It is expressly agreed that Customer's sole and exclusive remedy for breach of the above warranty,for
arry tortuous conduct of Bbmist,or for arry other case of action,shag be the repair andfor replacement at Biomist's option of any equipment or parts thereof,which after
examination by Biomist is proven to be defective.Replacement equipment andfor parts will be provided at no cost to Customer,F.O.B.shipping point. Fail re of Biomist to
successfully repair arry nonconforming product shat not cause the remedy established hereby to fail of its essential purpose.
12.EXCLUSION.EXCEPT AS EXPRESSLY STATED HEREIN,BIOMIST MAKES NO OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE,COURSE OF DEALING,USAGE OF
TRADE,OR SAMPLES PREVIOUSLY SUPPLIED.Biomist shall not be gable to Customer for any special,indirect,incidental,or consequential damages resulting from breach of
warranty or any other provision of this Contract.Any action by Customer against Biomist arising out of this Contract must be
brought within one year after delivery of the products.
13.PROPRIETARY INFORMATION.Except as may be required by law,Customer shall keep confidential all proprietary information furnished or disclosed by Biomist unless such information has become part
of the public domain though no fault of Customer.Customer shall not use or disclose such confidential and proprietary information for arry purpose except as necessary for the
maintenance,repair,or operation of the products,without prior written consent of Biomist. Customer shall inform its employees and otters with access to such confidential or
proprietary information that it is confidential and subject to the restrictions described herein.
14.INTELLECTUAL PROPERTY.Customer acknowledges that the products and all codes,programs,firmware,software,methods and concepts associated with
the products and all manuals and other printed material relating to the products involve valuable copyright,patent,trademark,trade secret,and other proprietary rights of
Biomist(collectively"intellectual property'). Biomist grants Customer a license to use the intellectual property only in connection with and to the extent necessary for the use of
the products.Biomist reserves and retains all patent,copyright,trade secret,trademark and other proprietary rights related to the intellectual property.No title to or ownership
of any intellectual property is transferred to Customer. Customer shall not infringe,contest,or violate Biomist's proprietary rights,and shall rot copy,trace,disassemble,
decompile,reverse engineer,or modify arry products or methods,or cause or permit others to do so.Transfer of the products by Customer shall constitute a transfer of such license
which shag not otherwise be transferable.Customer's license to use the intellectual property shall automatically terminate if Customer uses or permits use of intellectual property in
any way rot permitted by or in violation of this paragraph.Customer stall be bond by the terms of third party license agreements for third party software that may be used in the
products.
15.EXPORT LICENSING.Customer acknowledges that the products may be subject to licensing and other restrictions under United States law.Customer represents and
warrants that the products are being acquired for ultimate use in the country of delivery by Biomist Customer agrees:(a)to comply with all applicable laws and regulations
regarding the export of products from the country of delivery;(b)rot to export the products from the country of delivery without first obtaining any required license or
authorization of the United States Goverment;and(c)to notify Customers purchasers of any products of applicable export licensing and other restrictions under the laws of the
United States,the country of delivery,or COCOM.Biomist makes no warranty for products shipped in violation of the provisions above.
(page 3 of 4)
B14PST-
TERMS OF SALE
13.UPGRADES.The price of all upgrades assumes the immediate return of replaced components,free from all liens,and encumbrances,in exchange for the upgrade
components.Biomist wil provide Customer with all software upgrades mandated by law. If replaced components are not retuned.Biomist shall invoice Customer for all upgrade
components at Blomist's list price.
17.MANUFACTURE.Biomist may charge the consbuction or design of the products without notice to Customer as long as the function and performance of the products are
not substantially altered.Biomist reserves the right to use refurbished components in the manufacture and repair of products.The components shall be subject to the same
inspection and quality control procedures as al Other materials used in the maniact re of products,and shall be warranted to the same ebent as all other components under the
warranty.
18.LEASING.Biomist may accept a purchase commitment from a leasing eomparry for Customer's benefit provided the purchase commitment is submitted within thirty
calendar days from the date of this Contract and is approved in writing by Biomist.Acceptance of a purchase commitment shall not relieve Customer of its obligations under this
Contract shoUd such leasing company fail,for whatever reason,to make fu l payment for the products purchased under this Contract.Customer shall be discharged from the
obligations to pay only at such time as Biomist has received timely and full payment from such leasing company. If products are purchased by a leasing company for Customers
benefit,Biomist and the Customer shall be bond by Paragraphs 1,917,and 1122.
19.EDUCATION SERVICES.Customers right to receive educational services obtained in conjunction with the purchase of products shall expire unless the services are
used within twelve(12)months from the date the corresponding products are shipped.
20.DELAY.Biomist shall be excused from performance due to acts of God,perils of the sea,fire,flood,epidemic,war,civil disorder,government acts or restrictions,accidents,
plant conditions,strikes,labor difficulties,failure of or delay in transportation,shortages of fuel,energy,fntkre of any suppler to perform,or any
cause beyond Biomist's reasonable control.
21.ASSIGNMENT.No assignment of rights or delegation of duties under this Contract shall be binding upon Biomist without Biomist's prior written consent.
22.APPLICABLE LAW.This Contract shall be governed by the laws of the State of Illinois.Customer consents to jurisdiction and venue of the Circut Court of Kane County,
Illinois for all matters relating to this Contract.
(page 4 of 4)
ELGIN
THE CITY IN THE SUBURBS"
DATE: December 18, 2013
TO: John P. Fahy, Fire Chief
FROM: Jennifer Quinton, Deputy City Clerk
SUBJECT: Resolution No. 13-191 Adopted at the December 4, 2013, Council Meeting
Enclosed you will find the agreement listed below. Please distribute this agreement to the other
party and keep a copy for your records if you wish. If you have any questions please feel free to
contact our office 847-931-5660 and we will do our best to assist you. Thank you.
Quotation/Purchase Agreement with Biomist, Inc. for Five Biomist Mini
Sanitizing Systems and Related Products