HomeMy WebLinkAbout20-0226 Stanley Convergent Security Solutions ao- Da a6
PURCHASE AGREEMENT
THIS AGREEMENT is hereby made and entered into this 26th day of February,2020,by
and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City")
and Stanley Convergent Security Solutions, Inc., a Delaware corporation(hereinafter referred to
as "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. PURCHASE. City shall purchase,and Seller shall sell the goods and/or services described
in Seller's proposal for the sale of 200 Genetec Camera Licenses dated February 13, 2020,
Quotation#200120, attached hereto as Attachment A and made a part hereof. In the event of any
conflict between the terms of this agreement form and the terms of Attachment A,the terms of this
agreement form shall supersede and control.
2. LAW/VENUE. 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. 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.
3. NO MODIFICATION. There shall be no modification of this agreement, except in
writing and executed with the same formalities as the original.
4. MERGER. 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.
5. INTEREST. SELLER 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 505/1, 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.
6. 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. -•
7. COMPLIANCE WITH LAW. 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 City 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 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 Seller to determine Seller's
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compliance with the provisions of this section. In the event the City proceeds with such an audit,
Seller shall make available to the City Seller's relevant records at no cost to the City. City shall
pay any and all costs associated with any such audit.
8. 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.
9. CONFLICT. In the event of any conflict between the terms and provisions of this
purchase agreement and Attachment A hereto,the teens and provisions of this purchase agreement
shall control.
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10. PAYMENT. City shall pay the total sum of$49,550 within thirty(30)days of delivery or
city's receipt of invoice,whichever is later. The aforementioned total sum is inclusive of all freight,
shipping and applicable taxes.
11. DELIVERY. Seller shall complete delivery of all services or goods within thirty(30)days
of the entry into this agreement.
12. LIMITATION OF DAMAGES. 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.
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13. NOTICES. Any notice given under this agreement shall be in writing and shall be deemed
to have been given when hand delivered or deposited in the U.S.mail,certified or registered,return
receipt requested, if addressed to Seller as provided in Attachment A, and if to the City to the
attention of Richard Hoke, 150 Dexter Court, Elgin, IL 60120, or to such other address and/or
authorized representatives as either party shall designate in writing to the other in the manner
herein provided.
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14. TRANSFER OF TITLE/RISK. Transfer of title, and risk of loss shall pass to the City
upon delivery of the goods. All transportation and delivery shall be at Seller's sole expense.
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SELLER CITY S _. GIN
N1I CAGB 1/(41D/C1 _ ( ///6
Print Name c and G. I ozal,City Ma ger
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Attest: di&
Signa!yture-� City Cl /11.(1A
Tit1e54 S C/!/‘bj/C _
F:1Legal Dept\Agrcccnent4Stanley Covcrgetit Security Solutions Agr-Genetec Camera Licenses-2-25-20.docx
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ATTACHMENT A
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STANLEY Convergent Security Solutions
8350 Sunlight Dr., Fishers, IN 46037
Q#200120
To: Rich Hoke
Organization: Elgin PD, IL QUOTATION Elgin PD, IL-200 Genetec
Phone: #200120 camera licenses
_Fax or email: ..Hoke. Rt citvofelain.orq
2!13120
Rich:'
Genetec-camera licenses requested.are quoted below.
Equipment end services included:
(200) ' - Genetec camera licenses
III (200) Genetec Advantage for camera licenses for 4 months
Price •$49,550.00
Terms are attached/are per original order. We are not responsible for any work associated with hazardous materials (i.e.
asbestos, lead paint, etc) that-Is associated with the work. This work will be the responsibility of'the Owner or General
Contractor.
We work under the terms•of a purchase order or'signed agreement only. No applicable taxes or bonding has been
included in our price. Shipping and handling is:included,We are pleased to provide this quotation, and we hope it meets
with your.approval. We will wait to proceed with this change until we receive a Purchase/Change Order/Signed Sales
Agreement. -
All paperwork to be-addressed to: Stanley Convergent Security Solutions,.Inc. Please email the-Purchase order or
signed sales-agreementto the email address below and send the original to our office to my attention. The price is valid
for-30 days. If you have any questions, please feel free to call.
Regards,
Mickey Wydick
Sales Engineer
mickey.wydick(a�sbdinc.com
317-572-2114 direct
317-201-3454 cell
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STANLEY Convergent Security Solutions
8350 Sunlight Dr.,.Fishers, IN 46037
Q#200120
Terms and Conditions
GENERAL
Terms are due upon receipt. SCSS works under the terms of a purchase order only. We..will-wait to proceed with this
change until we receive a Purchase.Order or Signed Sales Agreement. SCSS is notresponsible for any work associated
withhazardous materials (i.e. asbestos, lead paint, etc) that is associated with the work. This work will be the
responsibility of'the Owner or General Contractor.
.WARRANTY
SCSS warrants:that:the engineering and equipment-.will be free from defects in material and'workmanship for a period of
ninety(90):days from the date the system is placed into operation. If during this warranty period,any of the equipment_or
parts are defective or malfunction, they will be repaired or replaced free of charge. Warranty_repair and/or service shall be
• provided in accordance with the.terms •and conditions set forth in the Agreement between SCSS and Owner.
DISCLAIMEKOF ALL OTHER WARRANTIES: EXCEPT FOR THE FOREGOING LIMITED.EQUIPMENT WARRANTY
DESCRIBED -ABOVE, SCSS- MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED; INCLUDING ANY
WARRANTY OF MERCHANTABILITY'OR FITNESS FOR A PARTICULAR PURPOSE. IT IS EXPRESSLY AGREED
THAT UNDER NO CIRCUMSTANCES' SHALL SCSS BE. HELD LIABLE FOR -ANY INCIDENTAL, SPECIAL OR
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CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS,WHETHER ARISING UNDER
ALLEGED BREACH:OF AGREEMENT, NEGLIGENCE;-STRICT LIABILITY OR ANY OTHER LEGAL.OR EQUITABLE
THEORY,AND SCSS'S LIABILITY SHALL BE STRICTLY LIMITED AS STATED ABOVE
ADDITIONAL.CHARGES: t
1. All prices quoted do not Include sales tax or bonds unless specificallywritten on the face of the.proposal.
2. Unless'otherwise stated in the proposal, the price quoted is FOB shipping point. All shipments will be UPS ground.
3. Applicable permitting fees will_be-billed on a pass-through.basiis.
4. The price quoted assumes installation will be performed,.during SCSS's normal working hours and using its own
personnel. If Customer requests the installation or any part thereof to be performed outside ordinary business hours or, if
the installation must be performed by outside contractors, or SCSS's wage rates do not apply as'a result of prevailing
wage requirements, or otherwise,then the installation:charge will be adjusted accordingly.
5. Any. changes to the system required by any government agency or Authority Having Jurisdiction will be billed to
Customer, and are.notthe.responsibility of SCSS.
INSURANCE: .
SCSS will carry Liability Insurance,-and Workers:Comp. Insurance and will provide Certificates of-Insurance to Contractor,
with Contractor named as Certificate Holder, prior to the execution of any work. In the event SCSS is required to
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indemnify Contractor,•Owneor_a third party; the indemnification.Shall be limited to the installation amount.
ACCEPTANCE OF PROPOSAL
The above prices, specifications and conditions'attached hereto are satisfactory and are hereby accepted. SCSS is
authorized to do the work as specified. Payment will be made as outlined above.
Stanley'Convergent Security Solutions, Inc. Customer
Written By: Mickey Wydick Approved By:
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Title: Sales Engineer Title:
Approved and Accepted by Stanley CSS Date:
By:
Title: . $4Lg3P7y(/ �r
Date: 3 r-. 3_--2-� ,
This proposal may be withdrawn by Usif not accepted-within thirty (30)days. 1
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