17-70 Resolution No. 17-70
RESOLUTION
AUTHORIZING EXECUTION OF PURCHASE AGREEMENT
WITH ASPHALT ZIPPER, INC. FOR
ASPHALT ZIPPER EQUIPMENT REPAIR
BE IT 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 Purchase Agreement on behalf of the City of Elgin with
Asphalt Zipper, Inc. for Asphalt Zipper equipment repair, a copy of which is attached hereto and
made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: May 10, 2017
Adopted: May 10, 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 loth day of May
2017, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to
as "City") and Asphalt Zipper, Inc., a Utah corporation, (hereinafter referred to as "Asphalt
Zipper").
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 Asphalt Zipper shall sell and install the goods and provide
associated services as 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. Asphalt Zipper 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 Asphalt Zipper agrees that
service by first class U.S. mail to Asphalt Zipper, Inc., 310 W. 700 S. Pleasant Grove, Utah
84062,Attn: Terry L. Hansen, 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. Asphalt Zipper 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, Asphalt Zipper 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, Asphalt Zipper hereby
certifies,represents and warrants to the City that all of Asphalt Zipper'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. Asphalt Zipper 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
Asphalt Zipper to determine Asphalt Zipper's compliance with the provisions of this section. In
the event the City proceeds with such an audit, Asphalt Zipper shall make available to the City
Asphalt Zipper's relevant records at no cost to the City. Asphalt Zipper 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 parry 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$45,826.00 within thirty(30) days of Asphalt Zipper's full
performance of this agreement; provided, however, that in the event additional parts are required
beyond those contemplated herein, the City shall pay to Asphalt Zipper an additional amount not
to exceed $4000 for such additional parts upon prior written authorization from the City's public
works director or city manager. In no event shall the City be liable for any labor costs.
CITY O LGIN ASPHALT ZIPPER,INC.
GBRYAN 'bu,�3 �/�j�,
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Richard G. Kozal,City Manager Print Name PeR 6-
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City Clerk Signature
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Title
C:\Documents and Settings\bpound\Local Settings\Temp\Purchase Agreement-Asphalt Zipper-4-11-17-4.docx
3
ATTACHMENT A
Asphalt zipper,Ino. Quote
310 W 700 South
Pleasant(1mve,UT 84062.
801-78S-0706 tax 801-785.0857 Quote LD:QU16$8
Revision t 1
Page Number ;Page 1 of 1
Bill To: CITBLO Said To
City of Elgin
1900 Holmes Ave0131gin.IL 60123
Quote Date; 3/74017 CttrrencyTypew USD
Expir.Date: AR Terms: Net 15
Contaci•
'Ship To City of Elgin 1900 Holmes Ave Elgin,IL 60123
Lips Nhr Item ID Taxable Req Req Unit Estimated Extra VAT% VAT,AmI Salea Tax Extended
Item Name/ Date: Qty Price Frelght Charges Percent Price:
Cost Item ID Sales Tat
Revtsloia Item M
Amt.
1 Yes 317017 1.00 MACRO $0.00. $0.00. $0,0000" 0.W% $40.000.00
Cutterhead Assembly Upgrade $0.00
Sates.Conv U/M:
2 M2B6.-0 Yes 3/7/2017 180,00 $9.0000, $0.00 $0.00 0.00% $0.0000, 4.00Yo $1,620.011
Bit;Trispeo Iea $0.00'
•-0 Sales,Conv U/M:ea
Totals $41,620.00
Sates Tax: $0.00_
VAT: $0.00
Estlmnted.Ship Charges: $4,206.00
Estimated VAT Freight: $0.00
Total Extended Prleev $45,826.00
Specinl Instructions:Machine 6 48WQD 51-Trailer N 109PS08276U023626-Clny 630-523- All Retumt equire an RMA A. All
2548.Quote is to upgrade Slits cuttcrHoad to a z pro,Ntsw upgtadcd Qcarbox. retUMs are
subject to 8 15%°
Bening and new tube tank.We will cover labor to install parts If the machine restocking fee.
is sent to us.We will also.modaly the frame if needed.Once we realeve The
machine there will be a four to Aw Week lchdthne to do the uprade:Customer.
has asked me to error .to shinnim.Thank You.Btvan Pound