17-119 Resolution No. 17-119
RESOLUTION
AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT
WITH DRYDON EQUIPMENT, INC. FOR PUMP REPLACEMENT PARTS
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 Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are
hereby authorized and directed to execute a Purchase Agreement on behalf of the City of Elgin
with Drydon Equipment, Inc. for pump replacement parts, a copy of which is attached hereto and
made a part hereof by reference.
s/ David J. Kaptain
David J. Kaptain, Mayor
Presented: September 13, 2017
Adopted: September 13, 2017
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
PURCHASE AGREEMENT
THIS AGREEMENT is hereby made and entered into this 13 day of September ,
2017, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to
as "City") and Drydon Equipment, Inc., an Illinois corporation, (hereinafter referred to as
"Drydon" or "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. City shall purchase, and Drydon shall sell the goods described by Attachment A, attached
hereto and made a part hereof.
2. This agreement shall be subject to the terms and conditions contained herein and as
provided by Attachment A.
3. 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. Drydon 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 Drydon agrees that service
by first class U.S. mail to Drydon Equipment, Inc., 2445 Westfield Drive, Suite 100, Elgin, IL
60124, shall constitute effective service.
4. There shall be no modification of this agreement, except in writing and executed with the
same formalities as the original.
5. 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. Drydon 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 Local
Government Prompt Payment Act (50 ILCS 50511, 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. 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 reminder of this agreement shall remain in full force and effect.
8. Notwithstanding any other provision of this agreement, it is expressly agreed and
understood that in connection with the performance of this agreement, Drydon 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, Drydon hereby certifies, represents and
warrants to the City that all of Drydon'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. Drydon 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 Drydon to determine Drydon's
compliance with the provisions of this section. In the event the City proceeds with such an audit,
Drydon shall make available to the City Drydon's relevant records at no cost to the City. Drydon
shall pay any and all costs associated with any such audit,not to exceed$900.
9. 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.
10. In the event of any conflict between the terms and provisions of this purchase agreement
and Attachment A hereto,the terms and provisions of this purchase agreement shall control.
11. City shall pay the total sum of $23,499.00 within thirty (30) days of Drydon's full
performance of this agreement. The aforementioned total sum is inclusive of all freight and
shipping.
12. Drydon shall complete delivery of all goods and shall complete full performance of this
agreement on or before February 16,2018.
13. Drydon shall not be liable for delay directly caused by any prohibition, failure,
interruption or delay in manufacture or delivery which may be occasioned by sabotage, fire,
flood, explosion, labor dispute, strike, work stoppage, riot, insurrection, war, act of, or priorities
granted by request of or for the benefit, directly or indirectly, of any government body, authority
or agency, shortage of raw materials or supplies, act of God or other cause beyond Drydon's
control. In the events of any such prohibition, failure, interruption or delay, Drydon may, at its
option extend the delivery time or cancel the order in whole or in part. In no event shall Drydon
be liable for any consequential damage or claims for labor resulting from loss of profit of the
City.
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14. 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.
15. Delivery shall occur, and risk of loss shall pass to the City, upon delivery of the material
to the point of delivery. Transportation shall be Drydon's risk and expense.
CITY OF LGIN DRYDON EQUIPMENT, INC.
Richard G.K6zal, City M ag r Print Name
Atte
City Clerk Signature
Tit e
FALegal Dept\Agreemenffurchase Agreement-Drydon Equipment-8-10-17.docx
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ATTACHMENT A
DRYDON QUOTATION
2445 Westfield Dr. - Ste. 100 DATE QUOTE#
Elgin, IL 60124-7840 8/7/2017 DS87175
Ph: 224-629-4060/ Fax: 224-629-4061
CUSTOMER SHIP TO
City of Elgin City of Elgin-Riverside WTP
150 Dexter Road Attn: Gary Misicka
Elgin, IL 60120 375 West River Road
Elgin, IL 60123
TERMS FOB SHIP VIA EST.LEAD TIME
Net 30 Ship Point PPA/Bestway 20 Weeks
ITEM DESCRIPTION QTY UNIT PRICE AMOUNT
Fairbanks Morse SIN K2F1-57683;6"5813-Sold
1964
FM Rotating Assy(CW) 1 23,499.00 23,499.00
Unable to convert to Mech Seal
Casing not designed for Seal
Please contact Debbie Sommers(ext.521)when
placing your order or if you should require any
further information.
Pricing Valid for 30 days
Thank you for the opportunity to provide this quote! TOTAL $239499.00
Marketing Information SECTION 100
ATTACHMENT A 005
13. WARRANTY: Seller warrants equipment (and its component parts) of its own manufacture against defects in
materials and workmanship under normal use and service for one (1) year from the date of installation or start-up, or for
eighteen (18) months after the date of shipment, whichever occurs first. Seller does not warrant accessories or
components that are not manufactured by Seller however, to the extent possible, Seller agrees to assign to Buyer its
rights under the original manufacturer's warranty, without recourse to Seller. Buyer must give Seller notice in writing of
any alleged defect covered by this warranty (together with all identifying details, including the serial number, the type of
equipment and the date of purchase)within thirty(30)days of the discovery of such defect during the warranty period. No
claim made more than 30 days after the expiration of the warranty period shall be valid.
Guarantees of performance and warranties are based on the use of original equipment manufactured (OEM) replacement
parts. Fairbanks Morse Pump assumes no responsibility or liability if alterations, non-authorized design modifications
and/or non-OEM replacement parts are incorporated.
If requested by Seller, any equipment(or its component parts) must be promptly returned to Seller prior to any attempted
repair, or sent to an authorized service station designated by Seller,and Buyer shall prepay all shipping expenses. Seller
shall not be liable for any loss or damage to goods in transit, nor will any warranty claim be valid unless the returned
goods are received intact and undamaged as a result of shipment. Repaired or replaced materials returned to customer
will be shipped F.O.B., Seller's factory. Seller will not give Buyer credit for parts or equipment returned to Seller, and will
not accept delivery of any such parts or equipment, unless Buyer has obtained Seller's approval in writing.
The warranty extends to repaired or replaced parts of Seller's manufacture for ninety (90)days or for the remainder of the
original warranty period applicable to the equipment or parts being repaired or replaced. This warranty applies to the
repaired or replaced part and is not extended to the product or any other component of the product being repaired.
Repair parts of its own manufacture sold after the original warranty period are warranted for a period of one (1)year from
shipment against defects in materials and workmanship under normal use and service. This warranty applies to the
replacement part only and is not extended to the product or any other component of the product being repaired.
Seller may substitute new equipment or improve part(s) of any equipment judged defective without further liability. All
repairs or services performed by Seller, which are not covered by this warranty, will be charged in accordance with
Seller's standard prices then in effect.
THIS WARRANTY IS THE SOLE WARRANTY OF SELLER AND SELLER HEREBY EXPRESSLY DISCLAIMS AND
BUYER WAIVES ALL OTHER WARRANTIES EXPRESSED, IMPLIED IN LAW OR IMPLIED IN FACT, INCLUDING ANY
WARRANTIES OF MERCHANABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Seller's sole obligation under
this warranty shall be, at its option, to repair or replace any equipment (or its component parts) which has a defect
covered by this warranty, or to refund the purchase price of such equipment or part. Under the terms of this warranty,
Seller shall not be liable for (a) consequential, collateral, special or liquidated losses or damages; (b) equipment
conditions caused by normal wear and tear, abnormal conditions of use, accident, neglect, or misuse of said equipment;
(c) the expense of, and loss or damage caused by, repairs or alterations made by anyone other than the Seller; (d)
damage caused by abrasive materials, chemicals, scale deposits, corrosion, lightning, improper voltage, mishandling, or
other similar conditions, (e)any loss,damage, or expense relating to or resulting from installation, removal or reinstallation
of equipment; (f) any labor costs or charges incurred in repairing or replacing defective equipment or parts, including the
cost of reinstalling parts that are repaired or replaced by Seller, (g) any expense of shipment of equipment or repaired or
replacement parts; or(h)any other loss, damage or expense of any nature.
This Section 13 shall not apply to any equipment which may be separately covered by one of the following warranties:
KC685 5-Year Prorated Warranty, KC885 15-Month Prorated Warranty, KC985 9-Month Warranty. All other provisions of
KC585 shall remain effective.
14. CONDITION TO WARRANTY WORK: If Buyer is in default (including, but not limited to, the failure of Buyer to
maintain a current account with Seller) under the Order or any other agreement between Buyer and Seller, Buyer's rights
under the warranty shall be suspended and the original warranty period will not be extended.
15. PERFORMANCE: Equipment performance is not warranted or guaranteed unless separately agreed to by Seller in
accordance with its guarantee policy. Performance curves and other information submitted to Buyer are approximate and
no warranty or guarantee shall be deemed to arise as a result of such submittal. All testing shall be done in accordance
with Seiler's standard policy.
Fairbanks Morse Pump 02/03