15-0616 GNP Energy EIMMISICIr
CONTRACT FOR THE MANUFACTURE
AND SALES OF GOODS
This Contract for The Manufacture and Sales of Goods (the "Sales Contract") is made
and entered into this 16th day of June, 2015.
BETWEEN: Great Northern Processing Corp., (the "Seller"), a Florida corporation with its
head office located at:
1000 N. Collier Blvd, Suite 14#110, Marco Island, FL 34145
TIPS Vendor#5042315
AND: City of Elgin (the "Buyer"), an Illinois municipal corporation.
1. DESCRIPTION OF MANUFACTURE AND SALE
Seller agrees to manufacture and sell to Buyer the following goods and to install such goods (the
"Work"):
LED Parking Garage lighting retrofit kits for Buyer-owned lights in 3 locations, totaling 765
LED retrofit kits of various wattages and styles (the "Goods") as set forth herein. Light fixture
counts and types supplied by Buyer.
Quantity Item Unit Price Total Price
613 4' VT 40W micro sensor $ 247.96 $151,999.48
6 WPA25 wall pack 5400 $ 549.00 $ 3,294.00
21 GNPKH2O shoebox 5400 $ 607.35 $ 12,754.35
11 18W corn cob $ 89.00 $ 979.00
23 18W corn cob $ 89.00 $ 2047.00
70 4' VT 40W micro sensor $ 247.96 $ 17,357.00
18 4' T8 18W LED Tubes $ 34.95 $ 629.10
3 Panel surge system $4,150.00 $ 12,450.00
Installation $ 83,939.00
Shipping and handling $ 2,836.00
Total $288,285.13
2. PAYMENT
Buyer shall pay for the Goods as follows: [1/3 $96,095 on delivery] [1/3 $96,095. 30 days after
start of installation] [final $96,095 within 30 days of completion of installation and written
acceptance of Buyer].
Total project cost: $288,285.13
3. DELIVERY SCHEDULE
Seller shall commence manufacturing the Goods on or before thirty (30) days of the date of this
agreement. Subject to the provisions of Section Five herein, Seller will complete such
manufacturing and make the Goods available for inspection at Seller's location not later than
ninety (90) days from the date of this agreement. If Buyer's inspection discloses defects or
adjustments, Seller shall have a reasonable time not to exceed sixty (60) days to correct such
defects and make such adjustments as are necessary. Seller shall cause the Goods to be
appropriately packaged and shipped to begin installation, or to such other destination specified
by Buyer. Seller shall pay all expenses of packaging and preparations for shipment.
4. TERMS AND CONDITIONS
A. The Contract Price includes all necessary engineering and layout for light fixture retrofit
kits. All layouts will be performed by the Contractor.
B. The Contractor will cooperate fully with any testing and inspection agency retained by
Buyer including performing any remedial work recommended by any such agency.
C. The Buyer will coordinate and cooperate with the other trades performing Work.
D. The Seller shall be responsible for all necessary field measurements prior to any required
fabrication.
E. Installations shall be produced in a sequence consistent with the progress of the Work and
as approved by the Buyer.
F. Any applicable building permit(s) shall be provided by Buyer. All other permits, fees
and licenses required for the full and complete performance of the Work are to be
provided by the Buyer.
G. All progress schedules and cost breakdowns required by Buyer will be promptly
submitted. Seller will attend all scheduled project meetings pursuant to the Work.
H. The Seller shall comply will applicable federal, state and local laws and regulations,
including but not limited to those of the Occupational Safety and Health Administration
(OSHA) of the U.S. Department of Labor.
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I. Seller shall strictly comply with all equal employment opportunity and affirmative action
requirements of federal, state and local authorities.
J. Seller shall maintain clean working conditions in and around all areas of the project
where Seller is performing Work, and regularly clean-up and properly stockpile and
remove off site any debris generated in the performance of the Work. If the Seller does
not maintain clean working conditions, Buyer, after notifying the Seller, may rectify
conditions and the cost of same shall be borne by the Contractor.
K. Seller shall cooperate with Buyer and/or other contractors, in connection with the
compliance with regulations of OSHA, including, as may be relevant, appealing
decisions, performing corrective work on its portion of the work within abatement
periods, appealing from or requesting extensions on abatement periods when work has
been done by other contractors and furnishing such supporting information or material as
may be necessary to fully protect the rights of Buyer.
L. Seller shall provide at all times sufficient manpower to maintain the progress of the Work
to the satisfaction of Buyer. Labor shortages shall not be accepted as an excuse for not
maintaining the progress of the Work. All Work shall be performed by skilled laborers
experienced in their respective trades, who shall comply with all project and site safety
and security requirements. The Seller shall remove from the project any employee, agent
or subcontractor deemed by Buyer to be incompetent in his trade, or in willful violation
of any project safety or security requirements.
M. Seller shall be responsible for taking all safeguards necessary for electrical and fire
prevention.
N. Seller shall have appropriate personnel attend any scheduled project or Work safety
meetings.
0. Seller represents and warrants that it has visited the premises and thoroughly familiarized
itself with the subject facilities and the Work scope of lighting fixtures. This does not
include analyzing electrical supply infrastructure for fitness of, or quality of, customer or
power company electrical supply systems or equipment for proper maintenance, code
violations, protection devices, grounding etc. unless separately contracted to supply such
services.
P. All necessary mock-ups that pertain to the Seller's performance of the Work and that are
related to coordinated work of others as required hereby are included in the contract price
provided for herein. The intent of such mock-ups is not limited to but includes finalizing
design, dimensions, coordination and quality of the workmanship that is to be continued
and expected once said mock-ups have been approved by Buyer.
Q. All shop drawings, product submittals are to be submitted promptly after the date of this
contract and in strict conformance this agreement.
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R. Any unit prices or alternates listed in this agreement are all inclusive and are not subject
to any added or hidden costs.
S. Seller represents and warrants that it has carefully reviewed and understands all of this
agreement and any and all, and can perform the Work in the required time period for the
contract price provided for herein.
T. The Seller shall provide competent supervisory personnel who will be authorized to act
on behalf of the Seller, who shall be present at the project site at any time Work is being
performed either by the Seller or any subcontractor, and who shall not be transferred
from the Work without the prior consent of the Buyer. The Seller shall remove from the
project any supervisory personnel deemed to be incompetent or unacceptable by Buyer.
U. Any tickets for authorized extra work must be presented for signature to Buyer daily and
invoiced within thirty (30) days. The signature of an authorized representative of Buyer
signifies that such work was done and/or verifies time and/or materials expended.
V. In the event that Contract Documents are revised, Contractor must notify Buyer in
writing of any proposed change to the Contract Price within twenty (20) calendar days
from Contractor's receipt of the revised Contract Documents. If the required notice is not
provided within this time period, then Contractor shall be required to perform any
additional Work required by the revised Contract Documents with no change in the
Contract Price. If the revised contract documents reduce the Contractor's scope of Work,
the Contract Price shall be equitably adjusted by an amount reasonably determined by
Buyer in Buyer's sole discretion.
W. Seller will fill out the required documentation for any applicable rebate incentives
currently available. Buyer will supply any needed documentation, information and
signatures which are needed to complete and submit such rebate applications in a timely
manner.
5. EXCUSE FOR NONPERFORMANCE
Seller's obligations under this agreement are accepted subject to strikes, labor troubles (including
strikes or labor troubles affecting any suppliers of Seller), floods, fires, acts of God, accidents,
and delays, shortage of cars, contingencies of transportation and other causes of like or different
character beyond the control of Seller. Impossibility of performance by reason of any legislative,
executive or judicial act of any governmental authority shall excuse performance of or delay in
performance of this agreement. In the event of such non-performance or delay in excess of sixty
(60) days, Seller shall refund any amounts paid by the Buyer within thirty (30) days of written
demand by the Buyer in the case of non-performance.
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6. WARRANTIES AND LIMITATIONS
Seller warrants that the Goods shall be delivered free of the rightful claim of any third person by
way of patent infringement, and if Buyer receives notice of any claim of such infringement, it
shall, within thirty (30) days, notify Seller of such claim. If Buyer fails to forward such notice to
Seller, it shall be deem to have released Seller from this warranty as to such claim.
Manufacturer warrants the Solstice LED engine for a period of 10 years of purchase date from
the manufacture.
Supplied with the LED engine is a driver which is warranted for 5 years by the driver
manufacturer. In addition any secondary surge protector is warrantied against failure separately
by the surge protector manufacturer for a period of 5 years for surge product replacement. Seller
will replace and install any replacement parts as may be necessary from the original OEM of
drivers or surge protector failure for the first year. Seller may substitute any replacement part
with other similar manufactures' parts at its discretion.
All other LED products including micro sensor and linear tubes and fixtures along with
miscellaneous bulbs, surge protectors, are warrantied for 5 years.
Seller shall to the Buyer deem any unit to be defective if any individual LED or bank of LED's
do not light. This warranty is conditioned upon proper storage, installation, use and maintenance.
LED chips have a sealed lens, broken top lenses on led chip, scuffs or other apparent signs of
mishandling may void warranty. Manufacturer may charge at an additional cost repair the
damage if reasonable evidence of mishandling exists. An estimate of such additional cost will be
given to the Buyer prior to repair.
This warranty is not applicable to any LED product which is not installed and operated in
accordance with or on electrical systems, which do not conform to the current edition of The
National Electric Code (NEC), the Standards for Safety of Underwriters' Laboratory, Inc. (UL),
the Standards for the American National Standards Institute (ANSI), and with GNP Energy
instructions and guidelines.
This warranty is not applicable to any product subjected to abnormal stresses and operating
conditions. Seller shall correct any defects, at Manufacturer's option, by either repairing any
defective part or parts or by replacing any defective part or parts or by making available a new
replacement LED unit, parts and labor included. The conditions of any tests concerning any
Solstice Product which is claimed to have not performed to this warranty shall be mutually
agreed upon in writing and Seller shall be notified of, and may be represented at any such tests.
This express limited warranty is extended by Manufacturer only to the Buyer. Warranty claims
are to be made in accordance with Seller's published Warranty Service Program.
NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE SHALL APPLY BEYOND THE AFOREMENTIONED
WARRANTY PERIODS.
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The foregoing warranty is exclusive of all other statutory, written or oral warranties, and no other
warranties of any kind, statutory or otherwise, are given or herein expressed. This warranty sets
forth Seller's responsibilities regarding the Solstice LED unit and Buyer's exclusive remedy.
LIMITATION OF PRODUCT WARRANTY: Seller will not under any circumstances,
whether as a result of breach of contract, breach of warranty, tort, strict liability or otherwise, be
liable for consequential, incidental, special or exemplary damages, including but not limited to,
loss of profits or revenues, loss of use of LED unit or any other goods or associated equipment or
damage to any associated equipment, cost of capital, cost of substitute products, facilities of
services, down time cost, or claims of claimant's customers. LED unit and driver are not covered
for damage due to but not limited to: contact with power lines, damage caused by vehicles,
vandalism, or acts of nature, lighting strikes or power surges. Seller's liability on any warranty
claim of any kind for any loss or damages arising out of, resulting from or concerning any aspect
of this agreement from the product or services furnished hereunder shall not exceed the price of
the specific LED product which gives rise to the claim plus installation labor costs. This
warranty gives the claimant specific legal rights. The claimant may also have other rights which
vary from state to state.
7. JURISDICTION AND VENUE
This agreement shall be construed according to and governed by the laws of the State of Illinois
and any action, suit or injunction arising out of this agreement shall be filed and heard in the
Circuit Court of Kane County, Illinois.
8. INDEMNIFICATION
The Seller on behalf of itself, its successor and assigns shall covenant and agree, at its sole cost
and expense, to indemnify, defend and hold the Buyer and the Buyer's former, current and future
officials, officers, employees and assigns, harmless from and against any loss, action,
responsibilities, liability, damage, expenses, claims, fines, penalties, injunctions and suits, arising
under or relating to any breach of this agreement, and including, but not limited to, the acts,
omissions, or breach of the Seller arising from the Work. Seller shall be jointly and severally
liable for any damages, action or suit arising from the acts, omissions, or breach of any entity
performing any of the Work on Seller's behalf.
9. 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, 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 and legal status of
employees. Without limiting the foregoing, Seller hereby certifies, represents and warrants to
the Buyer that all of Seller's employees and/or agents who will be providing products and/or
services with respect to this agreement shall be legally authorized to work in the United States.
Seller 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
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products and/or services to be provided for in this agreement. The Buyer shall have the right to
audit any records in the possession or control of Seller to determine Seller's compliance with the
provisions of this section. In the event the Buyer proceeds with such an audit, Seller shall make
available to the Buyer Seller's relevant records at no cost to the Buyer. Seller shall pay any and
all costs associated with any such audit.
10. LOCAL GOVERNMENT PROMPT PAYMENT/INTEREST ACT
Seller hereby waives any and all claims to interest on money claimed to be due pursuant to this
Agreement, and 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 Local Government Prompt Payment Act, as
amended (50 ILCS 505/1, et seq.), or the Illinois Interest Act, as amended (815 ILCS 205/1, et
seq.).
11. 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. For the purposes of executing this
agreement, any signed copy of this agreement transmitted by fax machine or e-mail 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 fax machine or e-mail shall be considered for these
purposes as an original signature and shall have the same legal effect as an original signature.
Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding
legal effect as an original document. At the request of either party any fax or e-mail copy of this
agreement shall be re-executed by the parties in an original form. No party to this agreement
shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever
waive such defense.
12. JURISDICTION
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 the entity and address provided for herein for notice
purposes shall constitute effective service.
13. NOTICE
Notice for all purposes herein shall be to:
Seller Buyer
Mark Fiacable Greg Rokos
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14. ENTIRE AGREEMENT
The parties agree that this constitutes the entire agreement and there are no further items or
provisions, either oral or otherwise. Buyer agrees that it has not relied upon any representations
of Seller as to prospective performance of the Goods, but has relied upon its own inspection and
investigation of the subject matter.
15. 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.
16. 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.
The parties have executed this agreement at ELGIN, IL FACILITY the day and year first above
written.
CITY OF ELGIN GREAT NORTHERN PROCESSING
CORP.
By: sl2-1
By:
ity Manager
Name: Mark Fiacable
Its: VP Sales and Marketing
ATTEST:
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City Clerk
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ELGIN
THE CITY IN THE SUBURBS
AGENDA ITEM: 3
MEETING DATE: May 27, 2015
ITEM:
LED Fixture Replacement on City Owned Parking Structures — National Cooperative Purchasing
Program
($288,285)
OBJECTIVE:
Improve lighting in the parking structures while reducing energy and maintenance costs.
RECOMMENDATION:
Authorize staff to execute an agreement with GNP Energy to replace current lighting fixtures in
city owned parking structures with LED lighting fixtures in the amount of$288,285.
BACKGROUND
The city currently operates and maintains three parking structures located on Douglas and
Symphony Way; Spring Street and Chicago; and on Fulton Street as shown in Attachment A.
There are approximately 765 total lighting fixtures located within these three structures which
consist of high-pressure sodium or florescent lighting. These fixtures range from florescent
tubes in the stairways to wall packs above doors and low bay ceiling lights above the parking
stalls. Some of the lighting is original to the parking structures and staff is recommending that
LED lighting fixtures be installed in order to reduce both maintenance costs and electricity
charges.
The current lighting in these parking structures is 1970's technology and at that time, high-
pressure sodium and florescent lighting was the innovative way to reduce electricity costs.
Most of these lights provide a yellow or dirty look to both the fixture and the environment
within the structures. Although they were an improvement in efficiency to previous technology,
they are not energy efficient in today's world with the advent of LED lighting.
OPERATIONAL ANALYSIS
The city currently spends approximately $10,500 per month in electricity charges for the three
parking structures with the bulk of this cost paying for power to light the outdated fixtures. If
the lighting is replaced with LED fixtures, the city's monthly bill would be reduced to an esti-
mated cost of $400 per month. Additionally, the city currently spends $3,000 per month to
It,
maintain the current light fixtures. LED lighting fixtures require little or no maintenance due to
technological advances in the lighting industry. Replacement of the current fixtures with LED
lighting would benefit the city in both energy savings and maintenance costs. With LED lighting,
there should be little to no maintenance required for ten years. At the ten year point, some of
the electrical components may need to be replaced or upgraded to a new standard. The LED
head should be operational for at least twenty years. The product that GNP Energy will supply
in the electrical fixtures includes a ten-year warranty, specifically, one-year on parts and labor
and then the remaining nine years for parts only.
The cost to replace the current light fixtures will total $288,285 as shown in Attachment B. The
cost includes the installation of replacement fixtures, which will be performed by Kellenberger
Electric of Elgin. Staff has met with Kellenberger Electric and is satisfied that they are qualified
to perform the installation of the LED fixtures.
INTERESTED PERSONS CONTACTED
None.
FINANCIAL ANALYSIS
The parking structure LED lighting replacement agreement totals $288,285. This investment, in
LED lighting, will be recovered through energy savings within two years. Over a twenty year pe-
riod, the city will save nearly $3,000,000 by investing in LED lighting. This purchase will be
made using a portion of the general fund capital budget.
BUDGET IMPACT
FUND(S) ACCOUNT(S) PROUECT# AMOUNT AMOUNT AVAIL-
BUDGETED ABLE
General 010-6902-719.93-36 | $288^285 $288,285
LEGAL IMPACT
As a vendor of the Interlocal Purchasing System (TIPS), GNP Energy provided pricing very close
to budgetary expectations. All TIPS contracts are awarded by the ESC 8 seven-member Board of
Directors, and each TIPS vendor has met strict guidelines established by the ESC 8 administration
and the TIPS legal team.
TIPS is a National Cooperative Purchasing Program designed for use by government entities.
TIPS has a proven purchasing process that provides substantial savings for those government
entities. The Illinois Intergovernmental Cooperation Act grants authority for public agencies,
such as school districts, to exercise any powers, privileges or authority jointly with any other
public agency of Illinois, or any other state, which has the same powers, privileges or authority.
5 ||I. COMP STAT. 230/2'(1). The definition of "public agency" includes any political subdivision
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of any other state 5 ILL. COMP. STAT. 220/2-(1). A Texas regional service center is a political
subdivision of Texas. Tex. Educ. Code §8.001,et seq. Therefore, Illinois public school districts, or
other local governments, have statutory authority to contract or agree with a Texas regional
education service center for the joint exercise of the same powers, privileges and authority that
each entity may exercise independently.
ALTERNATIVES
The city council may choose not to authorize the agreement and postpone the proposed pro-
ject.
NEXT STEPS
1. Execute the LED replacement lighting agreement with GNP Energy.
2. Develop purchase order to GNP Energy.
Originators: Gregory Rokos, Public Services Director
Final Review: Debra Nawrocki, Chief Financial Officer
William A. Cogley, Corporation Counsel/Chief Development Officer
Richard G. Kozal, Assistant City Manager/Chief Operating Officer
Sean R. Stegall, City Manager
ATTACHMENTS
A. Parking Structures Location Map
B. GNP Energy Cost Estimate
,c.y OF E40
4"14.-ss, Memorandum
City of Elgin
4 7
IL
VIA INTEROFFICE MAIL
Date: June 19, 2015
To: Greg Rokos, Public Services Director
From: Michael R. Gehrman, Assistant Corporation Counsel
Subject: LED Parking Structure Replacement Lighting (GNP Energy)
Pursuant to my review of and our conversations regarding the above-captioned draft agreement, I
have redrafted the original agreement in its entirety and have renegotiated and provided you and
GNP Energy with a red-lined and clean version of the amended renegotiated agreement.
Pursuant thereto, attached please find two duplicate signed originals of the agreement. You
should proceed to obtain authorization for the manager to execute each of these duplicate
originals, after which one should be provided to GNP and the other should be provided to the
City Clerk.
In the event you have any questions or wish to discuss this matter further, please feel free to
contact me directly at extension 5658.
,f A
MRG
ksb
Enclosures
cc: Christopher J. Beck (via e-mail)
Approved: di141
Wil jam A. Cogley
MAY 27, 2015 VOLUME LXXX
APPROVED THE NATIONAL COOPERATIVE PURCHASING PROGRAM
AGREEMENT WITH GNP ENERGY FOR LED FIXTURE REPLACEMENT ON CITY
OWNED PARKING STRUCTURES
Councilmember Dunne made a motion, seconded by Councilmember Steffen, to authorize staff
to execute an agreement with GNP Energy in the amount of$288,285 to replace current lighting
fixtures in city owned parking structures with LED lighting fixtures. Upon a roll call vote: Yeas:
Councilmembers Dunne, Gavin, Martinez, Powell, Prigge, Rauschenberger, Shaw, Steffen, and
Mayor Kaptain. Nays: None.
PUBLIC HEARING FOR PETITION 27-14 AT STONEBROOK SUBDIVISION; AN
APPLICATION BY ORLEANS HOMES RHIL FOR A SECOND AMENDMENT TO
THE ANNEXATION AGREEMENT AND AN AMENDMENT TO PLANNED SINGLE
FAMILY RESIDENCE DISTRICT ORDINANCES G43-05, G44-05 AND G23-06 TO
INCREASE THE VARIETY OF SINGLE-FAMILY HOMES AVAILABLE FOR SALE
Mayor Kaptain declared the public hearing open.
Marc Mylott, Community Development Director, provided an overview of Petition 27-14
including the garage relocations and the number of lots that would be impacted. There was
discussion regarding the proposed architectural features, the number of lots involved and the
market demand for a change in the garage location.
Mayor Kaptain declared the public hearing closed.
PETITION 27-14 APPROVED AT STONEBROOK SUBDIVISION; AN APPLICATION
BY ORLEANS HOMES RHIL FOR A SECOND AMENDMENT TO THE
ANNEXATION AGREEMENT AND AN AMENDMENT TO PLANNED SINGLE
FAMILY RESIDENCE DISTRICT ORDINANCES G43-05, G44-05 AND G23-06 TO
INCREASE THE VARIETY OF SINGLE-FAMILY HOMES AVAILABLE FOR SALE
Marc Mylott, Community Development Director, provided an overview of Petition 27-14 noting
that the Planning and Zoning Commission and staff are recommending approval subject to
conditions.
Councilmember Gavin made a motion, seconded by Councilmember Steffen,to approve Petition
27-14 subject to conditions. Upon a roll call vote: Yeas: Councilmembers Dunne, Gavin,
Martinez, Powell, Prigge, Rauschenberger, Shaw, Steffen, and Mayor Kaptain. Nays: None.
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