Loading...
HomeMy WebLinkAbout20-154 Resolution No. 20-154 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. FOR THE PURCHASE OF GEOGRAPHIC INFORMATION SYSTEM SERVER UPGRADES 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 a Purchase Agreement on behalf of the City of Elgin with Environmental Systems Research Institute, Inc., for the purchase of geographic information system server upgrades, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: : November 18, 2020 Adopted: : November 18, 2020 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 18th day of November , 2020, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City" or "Customer") and Environmental Systems Research Institute, Inc., a California corporation, (hereinafter referred to as "Esri" 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. PURCHASE. City shall purchase, and.Esri shall sell the goods and/or services described by Attachment A, attached hereto and made a part hereof. 2. TERMS. This agreement shall be subject to the price, terms and conditions contained herein; as provided by Attachment A; and as provided by License Agreement (E204) No. 304523, as found in State of Illinois Contract CMT0129630 (originally CMS7972640) (hereinafter referred to as the "JPA") / Esri Master Purchase Agreement No. 00235721.0, dated September 19, 2016, incorporated herein by reference. 3. CONFLICT. In the event of any conflict between any of the terms and provisions of this agreement and either Attachment A or the JPA, or any portion thereof, the terms and provisions of this agreement shall supersede and control. In the event of a conflict between Attachment A and the JPA, Attachment A shall supersede and control. 4. 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. Esri 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 Esri agrees that service by first class U.S. mail to Illinois Corporation Service, 801 Adlai Stevenson Drive, Springfield, Illinois 62703 shall constitute effective service. Both parties hereto waive any rights to a jury. 5. NO MODIFICATION. There shal I be no modification of this agreement, except in writing and executed with the same formalities as the original. 6. 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. 7. INTEREST. Esri 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. The parties do not contemplate the purchase of Esri Services pursuant to this agreement. 8. SEVERABIL.ITY. 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. 9. 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, Esri 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. 10. 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. 11. PAYMENT. City shall pay the total sum of$17,000 within thirty (30) days of delivery or city's receipt of invoice, whichever is later. The aforementioned total sum is inclusive of all applicable taxes. 12. DELIVERY. Esri shall complete delivery of all goods on or before December 30, 2020. 13. 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. 14. WAIVER. Neither party hereto shall be responsible for any consequential, indirect, punitive or incidental damages for any reason whatsoever. Any delay or failure to enforce any rights by either party arising out of or pursuant to this Agreement shall not constitute, and shall not be construed as, a waiver of any such rights. 15. NO OTHER AGREEMENTS. This Agreement is the only agreement between the parties hereto regarding the subject matter hereof. There are no other agreements, either oral, written or implied, between the parties hereto regarding the subject matter hereof. This Agreement may only be altered or modified by written instrument signed by both parties. 16. FREEDOM OF INFORMATION ACT. Notwithstanding anything to the contrary herein, or any attachment hereto, the City's good faith compliance with the provisions of the Illinois Freedom of Information Act (5 ILCS 140/1, et seq.) shall not be construed as, and shall not constitute a breach of this Agreement. 2 The person signing this Agreement certifies that s/he has been authorized by the Seller to commit the Seller contractually and has been authorized to execute this Agreement on its behalf. IN WITNESS WHEREOF, the parties have hereto set their hands the day and year first above written. ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. CITY OF rN Chris Johnson 4�- Print Name Richard G. Kozal, City Manager nisi oO Attest: Signature Manager, COMMI & Gov't Contracts Title City Clerk FAL.egal DepAAgrcementEnvironmental Systems Research Lnst-Purchase Agr 10-23-20.docx 9 3 ATTACHMENT A o TMe Quotation # Q-�422759 earl- w I Date:November 12,2020 Environmental Systems Research Institute,Inc. Customer#18423 Contract#CMT0129630 380 New York St Redlands, CA 92373-8100 City of Elgin Phone: (909)793-2853 Fax: (909)307-3049 Information Technology Services DUNS Number. 06-313-4175 CAGE Code: OAMS3 150 Dexter Ct Elgin, IL 60120-5527 To expedite your order,please attach a copy of ATTENTION: Brendan Brooks this quotation to your purchase order. PHONE: (847)931-5644 Quote is valid from:8/25/2020 To: 11/23/2020 EMAIL: brooks_b@cityofelgin.org Mate a.�.., � xk �-� i? i �aS �,+''�4E1',. �' R� ,?rr• '�j�\'', mtt °'F .',�r ,• 160463 1 $17,000.00 $17,000.00 ArcGIS Enterprise Standard Up to Four Cores License Subtotal: $17,000.00 Sales Tax: $0.00 Estimated Shipping and Handling(2 Day Delivery): $0.00 Contract Price Adjust: $0.00 Total: $17,000.00 This Quotation is governed by License Agreement(E204)No. 304523,as found in State of Illinois Contract CMT0129630(originally CMS7972640)/Esri Master Purchase Agreement No.00235721.0,dated September 19,2016. Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management,procurement,or invoice program. For questions contact: Email: Phone: Joe Araiza jaraiza@esri.com 312-609-0966 x5383 The items on this quotation are subject to and governed by the terms of this quotation,the most current product specific scope of use document found at htti)s://assets.esri.com/content/dam/eshsites/media/legal/product-specific-terms-of-use/e300.r) .and your applicable signed agreement with Esri.If no such agreement covers any item quoted,then Esri's standard terms and conditions found at httos://gd.esri.com/MAPS apply to your purchase of that item.Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esh's GSA Federal Supply Schedule.Supplemental terms and conditions found at httos://www.esri.com/en-us/le_gal/terms/state supplemental apply to some state and local government purchases.All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings.Acceptance of this quotation is limited to the terms of this quotation.Esri objects to and expressly rejects any different or additional terms contained in any purchase order,offer,or confirmation sent to or to be sent by buyer.Unless prohibited by law,the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchaseflicense.The information may not be given to outside parties or used for any other purpose without consent from Esri.Delivery is FOB Origin. ARAIZAJ This offer is limited to the terms and conditions incorporated and attached herein. i THE Quotaltion #� Q-422759 esr � I SCIENCEWNENE- Date:November 12,2020 Environmental Systems Research Institute, Inc. Customer# 18423 Contract#CMT0129630 380 New York St Redlands,CA 92373-8100 City of Elgin Phone: (909)793-2853 Fax: (909)307-3049 Information Technology Services DUNS Number:06-313-4175 CAGE Code: OAMS3 150 Dexter Ct Elgin, IL 60120-5527 To expedite your order,please attach a copy of ATTENTION: Brendan Brooks this quotation to your purchase order. PHONE: (847)931-5644 Quote is valid from:8/251/2020 To: 11/23/2020 EMAIL: brooks_b@cityofelgin.org If you have made ANY alterations to the line Items Included In this quote and have chosen to sign the quote to Indicate your acceptance,you must fax Esri the signed quote In Its entirety In order for the quote to be accepted.You will be contacted by your Customer Service Representative if additional Information Is required to complete your request. If your organization Is a US Federal,state,or local government agency;an educational facility;or a company that will not pay an Invoice without having Issued a formal purchase order,a signed quotation will not be accepted unless it Is accompanied by your purchase order. In orderto expedite processing,please reference the quotation number and any/all applicable Earl contract number(s)(e.g.MINA,ELA,SmartBuy,GSA, BPA)on your ordering document BY SIGNING BELOW,YOU CONFIRM THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION,AND YOU ARE AUTHORIZING ESRi TO ISSUE AN INVOICE FOR THE ITEMS INCLUDED IN THE ABOVE QUOTE IN THE AMOUNT OF s17000.00,PLUS SALES TAXES IF APPLICABLE. DO NOT USE THIS FORM IF YOUR ORGANIZATION WILL NOT HONOR AND PAY ESRI'S INVOICE WITHOUT ADDITIONAL AUTHORIZING PAPERWORK. Please check one of the following: _I agree to pay any applicable sales tax. I am tax exempt,please contact me If exempt information is not currently on Ale with Earl. ,i—d�L-y--;i November 18,2020 Signature of AuthorIzed ReMsentatiW Date Richard G. Kozal Name(Please Print) City Manager Title The quotation information is proprietary and may not be copied orreleased other than for the express purpose of system selection and purcnase/license.This information may not be given to outside parties or used for any other purpose without consent from Environmental Systems Research Institute,Inc.(Esn). Any estimated sales and/or use tax reflected on lips quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes.Esri reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing.I I your organization is tax exempt or pays state tax directly,then prior to invoicing,your organization must provide Esn with a copy of a arrant tax exemption certificate issued by your state's taxing authority for the given jurisdiction. Esd may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management procurement,or invoice program. For questions contact: Email: Phone: Joe Araiza jaraiza@esh.com 312-609-0966 x5383 The items on this quotation are subject to and governed by the terms of this quotation,the most current product specific scope of use document found at https://assets.esri.com/content/dam/esrisites/media/le(ial/product-specific-terms-of-use/e300.Ddf.and your applicable signed agreement with Esri.If no such agreement covers any item quoted,then Esri's standard terms and conditions found at https://ao.esri.com/MAPS apply to your purchase of that item.Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule.Supplemental terms and conditions found at httusYAyww.esri.com/en-us/leaal/termsNtate-supplemental apply to some state and local government purchases.All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings.Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order,offer,or confirmation sent to or to be sent by buyer.Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the a)press purpose of system selection and purchase/license.The information may not be given to outside parties or used for any other purpose without consent from Esri.Delivery is FOB Origin. ARAIZAJ This offer is limited to the terms and conditions incorporated and attached herein.