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R-22-15 Resolution Approving an Agreement with Rags Electric, Inc. Resolution No. R _,.2a,- A Resolution Approving an Agreement with Rags Electric, Inc. WHEREAS, the President and Board of Trustees desire to enter into an Agreement with Rags Electric, Inc., substantially in the form attached hereto as Exhibit A; BE IT RESOLVED by the Village President and Board of Trustees of the Village of Lemont as follows: SECTION ONE: The foregoing findings and recitals, and each of them, are hereby adopted as Section One of this Resolution and are incorporated by reference as if set forth verbatim herein SECTION TWO: The Village Administrator is authorized to execute the Agreement attached hereto as Exhibit A, to make minor changes to the document prior to execution which does not materially alter the Village's obligations, and to take any other steps necessary to carry out this Resolution. SECTION THREE: This Resolution shall be in full force and effect from and after its passage and approval as provided by law. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT,COUNTIES OF COOK, WILL AND DUPAGE, ILLINOIS on this 13th day of April,2015. PRESIDENT AND VILLAGE BOARD MEMBERS: AYES: NAYS: ABSENT: ABSTAIN Debby Blatzer ✓ Paul Chialdikas V Clifford Miklos I Ron Stapleton ,/ Rick Sniegowski ✓/ , AP Jeanette Virgilio ✓ i - : '. I. REAVES #637387 1 President ATTEST: CHARLENE M. MOLLEN Village Clerk #637387 2 EXHIBIT A Agreement with Rags Electric,Inc. #637387 3 RAGS ELECTRIC, Inc. This Agreement ("Agreement") is made and entered into this 15'r day of Maid- , 2015, by and between Rags Electric, Inc., an Illinois Corporation ("RAG'S"), and the Village of Lemont, an Illinois municipal corporation ("Village"). RAG'S and the Village are hereinafter sometimes referred to individually as a "Party" and collectively as the "Parties." 1. RAG'S Responsibilities. RAG'S will furnish and install electrical materials and labor at (in e o ion)`("Location") as indicated in Exhibit A. Ss-Sr6PNEN sr 2. Subcontractors. RAG'S shall disclose all subcontractors to the Village's designee prior to any work and/or installation being performed. The Village shall have the sole discretion to deny the use of a particular subcontractor. 3. Installation. The Village authorizes RAG'S, its agents, employees and approved subcontractors to install electrical materials at the Location, and in doing so, make any necessary inspections,tests, changes and repairs required. Village shall allow RAG'S, its agents, employees and approved subcontractors reasonable access to the site in which said installation shall be performed. Reasonable access shall be allowed to RAG'S upon the receipt and confirmation of notice to the Village from RAG'S. In the event of an emergency, the Village has the right to waive this notice requirement. 4. Term and Termination. This Agreement shall be effective as of the date this Agreement is signed by all Parties. The Village may terminate this Agreement at any time upon 30 days written notice to RAG'S. In the event that this Agreement is so terminated, RAG'S shall be paid for all materials and labor provided up to the date of Termination. 5. Delivery. RAG'S shall deliver and install the electrical materials controls within (X)C•ays, month of the execution date of this Agreement. DkX S , //FTEe. PoLt in1SrAP.t 6. Warranties. RAG'S warrants to the Village that all material and equipment furnished under this Agreement shall be of a suitable grade for the purpose intended and that all installation and work performed shall be of good quality, free from faults and defects and in conformance with the Agreement. RAG'S warrants that the installation and work shall be done in a workmanlike manner in accordance with the Agreement and that the labor, products, material, and equipment will be free of defects prior to any final payment being made by the Village to RAG'S. RAG'S warrants that no materials or supplies for the installation and work purchased by RAG'S or any approved subcontractor are subject to any chattel mortgage or other condition or agreement by which an interest is retained by the seller. RAG'S further warrants that it has good title to all materials and supplies used in the performance of the installation and work, and any such materials and supplies are free from all liens, claims or encumbrances. 7. Licenses. RAG'S shall obtain, at its own expense, all permits and licenses which may be required to complete the Work, and/or required by municipal, state, and federal regulations and laws. 8. Indemnification. A. To the fullest extent permitted by law, RAG'S shall defend, hold harmless, and indemnify the Village, their corporate authorities, trustees, officers, directors, agents, and employees from and against any and all injury, death, loss, property damage,judgments, liens, claims,suits, liabilities, actions, causes of action, demands, expenses, costs, or other liabilities of any character (including reasonable attorneys fees) arising in whole or in part, relating to or resulting from: (1) RAG'S and any subcontractor's performance of, or failure to perform, the services or any part thereof, and concurrent negligence or fault of RAG'S, except to the extent caused by the sole negligence of the Village; and (2) the failure to comply with, or violation of, any federal, state or local law, statute, regulation, rule, ordinance,order, or governmental directive; In connection with any such liabilities, the Village, their officers, agents, employees, representatives and their assigns shall have the right to defense counsel of their choice and RAG'S shall be solely liable for all costs, fees and expenses of such defense. The terms of this indemnity shall survive the suspension, expiration or termination of this Agreement. B. Kotecki Waiver. RAG'S (and any subcontractor into whose subcontract this clause is incorporated) agrees to assume the entire liability for all personal injury claims suffered by its own employees and waives any limitation of liability defense based upon the Worker's Compensation Act and cases decided thereunder. RAG'S agrees to indemnify and defend the Village from and against all such loss, expense, damage or injury, including reasonable attorneys'fees, which the Village may sustain as a result of personal injury claims by RAG'S employees, except to the extent those claims arise as a result of the Village's sole negligence. 9. Insurance. Contemporaneous with execution of this Agreement, RAG'S shall provide the Village with certificates and policies of insurance, including, without limitation, comprehensive general liability, automobile liability, and professional liability, all with coverages and limits acceptable to the Village. RAG'S shall name the Village, its elected and appointed officials, officers, employees and agents as an additional insured on any such insurance. For good cause shown, the Village may extend the time for submission of the required policies of insurance upon such terms, and with such assurances of complete and prompt performance, as the Village may impose in the exercise of its sole discretion. Such insurance shall provide that no change, modification in, or cancellation of any insurance shall become effective until the expiration of 30 days after written notice shall have been given by -2- the insurance company to the Village. RAG'S shall, at all times during the term of this Agreement, maintain and keep in force,at the RAG'S expense,the insurance coverages. 10. Relationship of the Parties. RAG'S shall act as an independent contractor in providing and performing all services. Nothing in, or done pursuant to, this Agreement shall be construed (1) to create the relationship of principal and agent, employer and employee, partners, or joint venturers between the Village and RAG'S; or (2) to create any relationship between the Village and any subcontractor of RAG'S. RAG'S shall take direction solely and directly from the Village. 11. Conflict of Interest. RAG'S represents and certifies that, to the best of its knowledge, (1) no Village employee or agent is interested in the business of RAG'S or this Agreement; (2) as of the date of this Agreement neither RAG'S nor any person employed or associated with RAG'S has any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement; and (3) neither RAG'S nor any person employed by or associated with RAG'S shall at any time during the term of this Agreement obtain or acquire any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement. 12. No Collusion. RAG'S represents and certifies that (1) RAG'S is not barred from contracting with a unit of state or local government as a result of (a) a delinquency in the payment of any tax administered by the Illinois Department of Revenue unless RAG'S is contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the amount of the tax, as set forth in Section 11-42.1-1 et seq., 65 ILCS 5/11-42.1-1 et seq.; or (b) a violation of either Section 33E-3 or Section 33E-4 of Article 33E of the Illinois Criminal Code of 1961, 720 ILCS 5/33E-1 et seq.; (2) only persons, firms, or corporations interested in this Agreement as principals have been those disclosed to the Village prior to the execution of this Agreement; and (3) this Agreement is made by RAG'S without collusion with any other person,firm, or corporation. If at any time it shall be found that RAG'S has, in procuring this Agreement, colluded with any other person, firm, or corporation, then RAG'S shall be liable to the Village for all loss or damage that the Village may suffer, and this Agreement shall, at the Village's option, be null and void. 13. Sexual Harassment Policy. RAG'S certifies that it has a written Sexual Harassment Policy in full compliance with 775 ILCS 5/2-105(A)(4). 14. Non-Discrimination. In all hiring or employment by RAG'S pursuant to this Agreement,there shall be no discrimination against any employee or applicant for employment because of age, race, gender, creed, national origin, marital status, or the presence of any sensory, mental, or physical handicap, unless based upon a bona fide occupational qualification. RAG'S agrees that no person shall be denied, or subjected to discrimination in receipt of the benefit of any services or activities made possible by, or resulting from, this Agreement. -3- 15. Freedom of information Act. RAG'S agrees to furnish all documentation related to this Agreement and any documentation related to the Village required under an Illinois Freedom of Information Act (ILCS 140/1 et. seq.) ("FOIA") request within five (5) days after Village issues notice of such request to RAG'S. RAG'S agrees to defend, indemnify and hold harmless the Village, and agrees to pay all reasonable costs connected therewith (including, but not limited to reasonable attorney's and witness fees, filing fees and any other expenses) for the Village to defend any and all causes, actions, causes of action, disputes, prosecutions, or conflicts arising from RAG'S, actual or alleged violation of the FOIA or RAG'S failure to furnish all documentation related to a request within five (5) days after the Village issues notice of a request. Furthermore, should RAG'S request that the Village utilize a lawful exemption under FOIA in relation to any FOIA request thereby denying that request, RAG'S agrees to pay all costs connected therewith (such as reasonable attorneys' and witness fees, filing fees and any other expenses)to defend the denial of the request. The defense shall include, but not be limited to, challenged or appealed denials of FOIA requests to either the Illinois Attorney General or a court of competent jurisdiction. RAG'S agrees to defend, indemnify and hold harmless the Village, and agrees to pay all costs connected therewith (such as reasonable attorneys' and witness fees, filing fees and any other expenses) to defend any denial of a FOIA request by RAG'S request to utilize a lawful exemption to the Village. 16. Amendment. No amendment or modification to this Agreement shall be effective unless and until such amendment or modification is in writing, properly approved in accordance with applicable procedures,and executed by both the Village and RAG'S. 17. Assignment. This Agreement may not be assigned by the Village or by RAG'S without the prior written consent of the other party. 18. Binding Effect. The terms of this Agreement shall bind and inure to the benefit of the parties hereto and their agents,successors, and assigns. 19. Notice. All notice required or permitted to be given under this Agreement shall be in writing and shall be (i) personally delivered, or (ii) delivered by a reputable overnight courier, (iii)delivered by certified mail, return receipt requested, and deposited in the U.S. Mail, postage prepaid, (iv) by telecopy. Telecopy notices shall be deemed valid only to the extent that they are actually received by the individual to whom addressed and followed by delivery of actual notice in the manner subscribed in either(i), (ii) or (iii) above within three business days thereafter at the appropriate address set forth below. Notices and communications to the VILLAGE shall be addressed to, and delivered at,the following address: Village of Lemont Attn:Village Administrator 418 Main Street -4- Lemont, Illinois 60439 Notices and communications to RAG'S shall be addressed to, and delivered at, the following address: RAG'S Electric, Inc. Attn: q;Ap 30:4:, V 2k/4./ 7900 S. Cass Ave Darien, IL 60561 20. No Third Party Beneficiaries. No claim as a third party beneficiary under this Agreement by any person, firm, or corporation other than RAG'S shall be made, or be valid, against the Village. 21. Severability. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid,void, or unenforceable,the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. 22. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any and all previous or contemporaneous oral or written agreements and negotiations between the Village and RAG'S with respect to this Agreement and the services provided hereunder. 23. Waiver. No waiver of any provision of this Agreement shall be deemed to or constitute a waiver of any other provision of this Agreement (whether or not similar) nor shall any such waiver be deemed to constitute a continuing waiver unless otherwise expressly provided in this Agreement. 24. Rights Cumulative. Unless expressly provided to the contrary in this Agreement, each and every one of the rights, remedies, and benefits provided by this Agreement shall be cumulative and shall not be exclusive of any other such rights, remedies, and benefits allowed by law. 25. Effective Date. This agreement shall be binding on the parties and effective only as of the date fully executed by both parties. 26. No Waiver of Tort immunity. Nothing contained in this Agreement shall constitute a waiver by the Village of any right, privilege or defense available to Village under statutory or common law, including but not limited to the Illinois Governmental and Governmental Employees Tort Immunity Act, 745 ILCS 10/1-101 et seq., as amended. 27. Governing Law and Jurisdiction. The Village and RAG'S agree that this Agreement and any legal actions concerning its validity, interpretation and performance shall be governed by the laws of the State of Illinois without regard to any conflict of laws provisions, -5- which may apply the laws of other jurisdictions. It is further agreed that any legal action between the Village and RAG'S arising out of this Agreement or the performance of the services shall be brought in a court of competent jurisdiction in the County of Cook, State of Illinois. 28. Compliance with Laws. RAG'S shall comply with all applicable laws, regulations and rules promulgated by any federal, state, local, or other governmental authority or regulatory body pertaining to all aspects of the performance of the services under this Agreement, now in effect, or which may become in effect during the performance of the Services. The scope of the laws, regulations, and rules referred to in this paragraph includes, but is in no way limited to, the Illinois Human Rights Act, Illinois Equal Pay Act of 2003, Occupational Safety & Health Act along with the standards and regulations promulgated pursuant thereto (including but not limited to those safety requirements involving work on elevated platforms), all forms of traffic regulations, public utility, Interstate and Intrastate Commerce Commission regulations, Workers' Compensation Laws, Public Construction Bond Act, Prevailing Wage Laws, Public Works Preference Act, Employment of Illinois Workers on Public Works Act, USA Security Act, federal Social Security Act (and any of its titles), and any other law, rule or regulation of the Illinois Department of Labor, Department of Transportation, Illinois Environmental Protection Act, Illinois Department of Natural Resources, Illinois Department of Human Rights, Human Rights Commission, EEOC, and the Village of Lemont. 29. Acknowledgement. The undersigned hereby represent and acknowledge that they have read the foregoing Agreement,that they know its contents, and that in executing this Agreement they have received legal advice regarding the legal rights of the party on whose behalf they are executing this Agreement, and that they are executing this Agreement as a free and voluntary act and on behalf of the named parties IN WITNESS WHEREOF,the parties have executed this Agreement as of the date first set forth above. RAG'S ELECTRIC, INC., VILLAGE OF LEMONT, an Illinois core 'ration a municip or ation • • By: Name: e)ck4ai 4 4 lAir Name: 2)r(aj'i / , C'ruec Title: tt�( L tt9T" Title: Village. .pre j(daVlf Address: 7 OU 4-55 At Z Address: ; u I 1 it//a (., • DrrQ/E-U /t -6- 7900 S.Cass Ave.,Ste 180 Darien, IL 60561 6D 0 1-630-739-RAGS IIE L.IMCT�IC Fax:1-630-739-7424 COMMERCIAL • INDUSTRIAL - RESIDENTIAL Date QUOTE PROPOSAL 2/11/2015 02112015-1 TO: PROJECT: Village of Lemont PAW TORNADO SIREN 16680 New Avenue Lemont,IL 60439 Description RAG'S ELECTRIC PROPOSES TO FURNISH AND INSTALL THE NECESSARY ELECTRICAL MATERIALS AND LABOR TO PROVIDE THE FOLLOWING: -60 AMP DISCONNECT FUSED AT 40 AMPS,PLACED 15' ABOVE GROUND ON A WOODEN POLE (POLE TO BE FURNISHED AND INSTALLED BY OTHERS). -NEW 2 POLE 60 AMP MAIN BREAKER AT EXISTING PEDESTAL TO REPLACE EXISTING;40 AMP -TRENCH,RIGID CONDUIT AND WIRE FROM PEDESTAL TO DISCONNECT -ALL ELECTRICAL CONNECTIONS FROM PEDESTAL TO LINE SIDE OF DISCONNECT NOTE:COST REFLECTS MAXIMUM DISTANCE BETWEEN PEDESTAL AND POLE AT 25' TOTAL COST OF PROJECT WILL BE: Total $1,850.00 Accepted By: Date: