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Home My WebLink About21-0324 Avalon Technologies ai- o, March 24, 2021 Agenda Bid Item: #5 — Midwestern Higher Education Commission Contract Purchase-Dell Compellent Storage System Annual Support and Maintenance Subscription ($27,587 annually) PURCHASE AGREEMENT ` A THIS AGREEMENT is hereby made and entered into this day of Ma-irc\ , 2021, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Avalon Technologies, Inc., a Michigan 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. TERMS AND PURCHASE. This agreement shall be subject to the price, terms and conditions contained herein; and as provided by Seller's proposal for onsite support and support center services for the city's Dell Compellent Storage System, attached hereto and made a part hereof as Attachment A, and the Midwest Higher Education Commission (MHEC) Contract No. MHEC-07012015 for Dell Computers, incorporated herein by reference(the"MHEC Contract"). 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. Both parties waive any rights to a jury. 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 regarding the subject matter hereof. 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 regarding the subject matter hereof. 5. INTEREST. The parties hereto hereby waive 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 they 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. 6. SEVERABILITY. The terms of this agreement shall be severable. In the event any of the terns 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 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 of this agreement form, Attachment A or the MHEC Contract, the terms of this agreement form shall supersede and control. In the event of any conflict between the terms of Attachment A, or the MHEC Contract, the terms of the MHEC Contract form shall supersede and control. 10. PAYMENT. City shall pay the total sum of$27,586.24 within thirty(30)days of delivery or city's receipt of invoice,whichever is later. 11. 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. 12. 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 Jeff Massey, 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. 2 i 13. INDEMNIFICATION. To the fullest extent pennitted by law,Avalon agrees to and shall indemnify, defend and hold harmless the City, its officers, employees, boards and commissions from and against any and all claims, suits,judgments, costs, attorney's fees, damages or any and all other relief or liability arising out of or resulting from or through or alleged to arise out of any acts or negligent acts or omissions of Avalon or Avalon's officers, employees, agents or subcontractors in the performance of this agreement, including but not limited to, all goods delivered or services or work performed hereunder. In the event of any action against the City,its officers,,employees, agents' boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. 14. 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. 15. 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. 16. LIMITATION OF ACTIONS. Avalon shall not be entitled to, and hereby waives, any and all rights that it might have to file suit or bring any cause of action or claim for damages against the City of Elgin and/or its affiliates, officers, employees, agents, attorneys, boards and commissions of any nature whatsoever and in whatsoever forum after two(2)years from the date .of this Agreement. AVALO TECHN/.L,OGIES, INC. C LGIN Pr.nt Name 'Ric and G. Kozal,City Mana r 95/- Attest: Signatu e xi Title City Clerk FALegal DepAAgreement\Avalon Technologies Agr-Support Storage Sys-3-15-21.docx 3 ATTACHMENT Page 1 of 1 ELGIN, ILLINOIS(1 Year Quote) Date: March 01,2021 Quotation#: AVAQUO-1271635-Y4T9 Valid Until: March 31,2021 Prepared By: JP Gradin Remit to: Customer: ELGIN,ILUNOIS Avalon Technologies,Inc. 150 Dexter Ct 39533 Woodward Ave.STE 125 Elgin,IL 60120 Bloomfield Hills,MI 48304 US UNITED STATES Quote Term:1 Year Proposed Contract Dates:Apr 01,2021-Mar 31,2022 System 79318 179319-Elgin,IL Service Tag Part Description Qty EOS Date Coverage Dates Duration:Support I Parts Price 6SZVH82 CT-SC4020-BASE-MTCH ProSupport,247,Dell/Compellent 1 8131/2023 04/01/2021-03/31/2022 1210 JWCBDH2 EN-SC200-1235-MTCH ProSupport,24x7,Enclosure,SC200, 1 11/30/2023 04/01/2021-0313112022 1210 JWC9CH2 EN-SC200-1235-MTCH ProSupport,24x7,Enclosure,SC200, 1 1113012023 0410112021-0313112022 1210 JWC9DH2 EN-SC200-1235-MTCH ProSupport,24x7,Enclosure,SC200, 1 11/30/2023 04/01/2021-03/31/2022 1210 JWCBCH2 EN-SC200-1235-MTCH ProSupport,24x7,Enclosure,SC200, 1 11/30/2023 04/01/2021-03/31/2022 1210 H5M09N2 EN-SC220-2425-MTCH ProSupport,24x7,Enclosure,SC220, 1 1113012023 D410112021-03131/2022 1210 H5M19N2 EN-SC220-2425-MTCH ProSupport,24x7,Enclosure,SC220, 1 11/30/2023 04/01/2021-03131/2022 1210 SW-CORE-BASE48-MTCS Support,24x7,SW,Storage Center 1 04/01/2021-03131/2022 1210 OS Core 7SW-CORE-EXP24-MTCS Support,24x7,SW,Storage Center 2 04/01/2021-03/31/2022 1210 SW-PERF-BASE48-MTCS Support,24x7,SW,Storage 1 0410112021-0313112022 1210 Optimization Bundle SW-PERF-EXP24-MTCS Support,247,SW,Storage 2 04/01/2021-03/31/2022 1210 SW-RDP-BASE48-MTCS Support,24x7,SW,Remote Data 1 04/0112021-0313112022 1210 SW-RDP-EXP24-MTCS Support,24x7,SW,Remote Data 2 04101/2021-03/31/2022 1210 A. Coverage Type is:Zone 1,ProSupport•24x7 wl Priority On-Site(4 hour) Onsite Support $16,087.99 Support Center $11,498.65 Current Agreement Expiration Date:03/31/2021 TERMS:SUPPORT RENEWAL-Payable Upon Receipt,Support Not Renewed Until Payment Is Received 'Pricing based on Dail's MHEC Contract:please reference Contract No.MHEC-07012015 for Dell Computers,on your purchase order' I III