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Home My WebLink About21-0922 Nelson Systems Inc September 22, 2021 Agenda Bid Item: #4 —General Services Administration-Eventide Voice and Data Logger ($225,346) PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 22nd day of September , 2021, by and between the City of Elgin, Illinois,a municipal corporation(hereinafter referred to as "City") and Nelson Systems,Inc., an Illinois corporation, (hereinafter referred to as "Nelson"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 Nelson 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 a joint purchase agreement through Eventide, Inc., under contract No. GS-35F-0415V, incorporated herein by reference (hereinafter referred to as the "JPA"). 3. 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. Nelson 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 Nelson agrees that service by first class U.S. mail to James M. Lestikow, 400 S. Ninth, Suite 200, Springfield, Illinois, shall constitute effective service. Both parties hereto waive any rights to a jury. 4. NO MODIFICATION. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 5. 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. 6. INTEREST. Nelson 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. 7. 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. 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 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 control. In the event of a conflict between Attachment A and the JPA, Attachment A shall control 10. PAYMENT. City shall pay the sum of $225,345.13 for purchase, installation and maintenance as described by Attachment A which shall be paid within thirty (30) days of delivery or city's receipt of invoice, whichever is later. Notwithstanding anything to the contrary provided for herein all pricing, fees and amounts listed in Attachment A shall be all-inclusive, and shall be inclusive of all freight, shipping and applicable taxes. 11. DELIVERY. Nelson shall complete delivery of all goods on or before November 30, 2021. 12. TERMINATION. The following shall constitute events of default under this Agreement: (a) any material misrepresentation made by Nelson to the City; or (b) any failure by Nelson to perform any of its obligations under this Agreement including, but not limited to, any of the following: (i) failure to commence performance of this Agreement at the time specified in this Agreement; (ii) failure to perform this Agreement with sufficient personnel and equipment or to deliver product to ensure the performance or completion of this Agreement within the specified time; (iii) failure to perform this Agreement in a workmanlike manner reasonably satisfactory to the City; (iv)failure to promptly re-perform within reasonable time the services that were rejected by the City as erroneous or unsatisfactory; or (v) failure to comply with a material term of this Agreement. In the event of termination by the City due to such default, the City's liability to Nelson shall be limited to reasonable payment for and goods and/or services already provided by Nelson pursuant to this Agreement. 13. 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. 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 Nelson's sole expense. 2 15. INDEMNIFICATION. To the fullest extent permitted by law, Nelson 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 Nelson or Nelson'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. 16. LIMITATION OF ACTIONS. Nelson 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. 17. 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. 18. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement. 19. APPROPRIATION OF FUNDS. The fiscal year of the City is the 12 month period ending December 31. The obligations of the City under any contract for any fiscal year are subject to and contingent upon the appropriation of funds sufficient to discharge the obligations which accrue in that fiscal year and authorization to spend such funds for the purposes of the contract. If, for any fiscal year during the term of the this agreement, sufficient funds for the discharge of the City's obligations under the contract are not appropriated and authorized, then the agreement shall terminate as of the last day of the preceding fiscal year, or when such appropriated and authorized funds are exhausted, whichever is later, without liability to the City for damages, penalties or other charges on account of such termination. IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written. NELSON SYSTEMS, INC. C G1N Pnnt a Ric andZGj. Kol, rty*1MVIAjer Atte 1 nature City C r Title F:\Legal DepAAgreementWelson Systems,Inc-Purchase Agreement 8-20-21.doex I 3 ATTACHMENT A Office use only Customer Sales Contact Date 4/19/21 Elgin 911 Ship To: SAME 151 Douglas Ave Elgin, IL 60120 J Eventide GSA Contract Pricing Product No. Description Serial# Unit Price Qty Total Price NexLog 740 DX Series mountable, Core i5 CPU, 16GB DDR4 RAM, 2 Network Ports (100/1000), Embedded Linux, NexLog DX-Series software, web- based configuration manager, audio controls &amplified speaker on front panel DX702 Front Panel without display(use external Standard 1 $0.00 108233-000 Dual hot-swap power supplies, 120/240 VAC Standard 1 $0.00 Blu-ray Drive(also supports single-side DVD- RAM media) Rack Mount Kits 740) Analog Radio Channel Record Cards 16 Ana|ogTe|ephone/2+woy Radio Channel $3.284.48 1 $3.264 Record Card' 1G Channels Each V0|P Recording Licenses � 71052 Internal |P Recorder w/8G711 Ch. Lioanaaa $3.488.51 1 $3.4685 � � 71035 Add-on License Pack(Internal |PRecording s938.54 3 $2.815. � Engine)with 8 Channel Licenses for G711 � U RTP8Ro|PXNG911 U � U � � 4/19/2021 Nelson Systems Inc. Proprietary Page PSAP 9-1-1 Interface, Integrations and Bundles 209029 911 NENA ANI/ALI CAD Spill Integration $2,852.34 1 $2,852.3 DX903 PSAP 9-1-1 Interfaces and Other Integrations $4,080.60 1 $4,080.6 -Eventide"CAD API"access(for use of Eventide's"CAD API"by Tyler New World CAD) 271140 Interface license for VESTA 911/Callworks IP $2,036.22 1 $2,036.2 Audio Recording *see note below DX902 Motorola-Vesta/Call Works SMS recording $3,913.30 1 $3,913.3 via i3 Logging Events *see note below Install Kits 109033-007 Quick Install Kit(Includes#264242-007 23FT $244.84 1 $244.8 Connector Cable& Punch down Block) STD Telco Pin-Out Software 271083 MediaWorks DX(Web)Concurrent Access $812.04 1 $812.04 for 8 Users 71125 MediaWorks MOBILE DX(web)concurrent $403.98 1 $403.9 license 71098 Geo Search/View(requires Lat/Lon, MW $812.04 1 $812.0 PLUS, Google Maps) 271014 Central Archive License $1,362.92 1 $1,362.92 115021 NexLog Reporting Engine(Enhanced $812.04 1 $81Z04 Reporting) 271167 Pack and Go Feature Export of Incident $403.98 1 $403.9 Packaged Windows Installable Player 271070 Windows Screen Recording (First 5 PCs on $2,040.30 2 $4,080.6 recorder) 271076 Windows Screen Recording (5 additional PC $408.06 2 $816,12 on recorder) 271077 NexLog Quality Assurance(Quality Factor): $1,220.10 1 $1,220.1 FIRST 20 Agents 277179 Broadcastify integration"per stream"license. $812.04 2 $1,624.0 One license is required for each source(such as a talk group or a conventional LMR channel)that will be streamed from the recorder to Broadcastify. Decorder Units for P25 324720 DVSI 2-Port USB Decorder Unit for DMR, $2,448.36 4 $9,793.4 TRBO and NXDN Motorola ASTRO 25 Integration 209220-271084 Integration to ASTRO 25 system- Initial $7,341.01 1 $7,341.01 ASTRO SINGLE AIS 115015 Remote Install Prep for ASTRO/AIS $2,856.42 1 $2,856.4 Motorola ASTRO 25 AIS-API Licensing NON Discountable 271141 Mandatory license fee for Initial System $54,995.00 1 $54,995.0 Release-ONE AIS(Non-Discountable;must be pre-paid) Motorola Special Instructions/Transferred items do not order (1)(P#271070) &(1)(P#271076) license are to be allocated for use at the Backup-site-----(1)(P#324720) Decoder Box to be installed at Backup-Site System Price(Total of Hardware and Software) $121,276.23 4/19/2021 Nelson Systems Inc. Proprietary Page 2 Services Description Rate Qty Total Price Installation,training, and project management $9,000.0 Services Price $9,000.00 5 Year Maintenance Agreement(Following First Year Warranty) Standard Yearly Amt#of Total Price months *205-2000 8-5 Service GMA $6,773.36 60 $33,866.80 DXSUS-12MO Software Update Subscription from Eventide required with GMA purchase $11,991.25 24Hour Service $8,466.70 10%Multi-Year GMA Discount -$4,233.35 Biennial A15 P25 Motorola Upgrade $44,977.5 Maintenance Price $95,068.90 Solution Components Price System Price $121,276.2 Services Price $9,000.0 Maintenance Price 24 Hour Service $95,068.9 1 YEAR WARRANTY ON NEW HARDWARE AND SOFTWARE,90 DAY WARRANTY FOR ADD ONS Freight and/or sales tax--to be added if applicable. $0.0 Total Investment $225,345.13 Customer Acceptance Date Nelson Systems, Inc. Representative �01_leol Sales Rep# Date 2 Z OZ This document becomes a confirmed sales order upon signature of customer and Nelson Systems, Inc. representative Pricing valid for 60 days. Possession of Equipment I have verified that our facility has received all equipment purchased from Nelson Systems, Inc., including CD's, manuals, etc. Authorized Signature Date 4/19/2021 Nelson Systems Inc. Proprietary Page 3 A& . Or139MGuaranteed Maintenance Agreement I N C 0 R P 0 R A T E D Digital Recording System 24 Hour Service ISSUED TO:Elgin 911 Main Unit EFFECTIVE DATE CONTRACT M Nelson Systems, Inc. (NSI), by its acceptance hereof, agrees to furnish to the here-in (a)An operating temperature of between 40 and 90 F always(24 hours,7 days each week): named Customer, who agrees to accept under the terms and conditions of this Agreement, (b) A relative humidity at the above temperature of between 20 and 80 percent without maintenance service on the equipment listed on the attached schedule("Equipment"). condensation: 1. TERM OF AGREEMENT. NSI warrants that the system will be free from defects in (c) Power requirements:voltage 90 to 130 volts AC frequency-60 Hz.All power must be supplied material or workmanship for a period of one year, unless otherwise stated,from the effective from a dedicated circuit breaker. The Customer must supply power free of transient noise or date as approved by the customer and NSI.If any defects covered by this Agreement appear fluctuation. within the above-stated period, NSI shall replace or repair, at its option, the material or (d)A minimal amount of smoke,dust,or other airborne particles. equipment at its own expense. Such repair or replacement will be the Customer's exclusive remedy for breach of warranty or negligence. Maintenance will also include annual minor software updates as made available from Eventide and released bug fixes as needed. Major Other environmental conditions may be prescribed by NSI as necessary, depending upon the upgrades such as newer models are not included. type of System installed. The term of this Agreement is for a period of one year and is automatically renewed at NSI's 6. MAJOR SYSTEM FAILURE. NSI defines a major system failure of the equipment as the total then current rates,unless terminated by 30 days advance written notice prior to renewal date. failure of the system to record,attendant's position to operate,total blockage of either incoming or 2.SERVICE RESPONSE. Customer is located within NSI's Zone 3 area. NSI will make outgoing service,or total blockage of station-to-station service. best efforts to respond to a request for a major system failure within _4_ hours and 7 MINOR SYSTEM FAILURE. NSI defines a minor system failure as anything other than a within_8_hours for minor system failures. All response times are measured from the major system failure. time NSI's service center receives specific notification of service requirement.All repairs will be completed as soon as reasonably practical. B. ACCESS TO PREMISES. The customer will provide NSI with full access to Premises of the Customer in connection with NSI's performance of its obligations under this agreement. This 24 Hour GMA shall be for a cost of$95,068.90 which will be honored regardless of any 9. TAX ASSESSMENT. Customer is a tax-exempt governmental entity. business or pricing fluctuation that transpire from the date of install to the date of contract signing. 10. DISCLAIMER. Neither NSI, nor anyone who has been involved in the creation, production, marketing, delivery or installation of the system shall be liable for any direct, incidental, or 3. ADDITIONS TO SYSTEMS. Should additional equipment be added to the System at the consequential damages, including, but limited to, lost profits, benefits, or data resulting from the Customers request during the agreement, the warranty period for such equipment shall use of the system or arising out of any break of warranty or from the customer's inability to use terminate: the system, either separately or in combination with any other equipment or from any other (a)On the same date that the agreement ends:or causes. NSI's liability to customer is limited to the purchase price paid by customer for the system. (b) Ninety (90) days after the installation completion date for such additional equipment, whichever is longer. NSI makes no warranties, expressed or implied or fitness for a particular purpose, performance, 4.EXCLUSION FROM AGREEMENT. Maintenance coverage does not extend to labor or condition, capacity,or otherwise, except as herein expressly set out. NSI disclaims any warranty material,or replacements made necessary by cosmetic appearance,i.e.,chipping,cracking, has been advised of such requirement or need. or discoloration.,or by Customer carelessness,neglect,misuse,accident,unauthorized modification,repairs,adjustments,failure to maintain proper environment conditions,or failure to furnish electrical requirements for the equipment.In addition,maintenance coverage does not extend to labor or material replacements made necessary by fire,lightning,power fluctuations,floods,excessive moisture,or other acts of God.Warranty/maintenance coverage does not extend to any cabling or materials directly exposed to the forces of nature Nelson Systems, Inc. or otherwise located outside building or structures at the installation site NSI shall not be W Jefferson St,Springfield,IL 62702 responsible for failure to provide maintenance service to locations it deems hazardous to the health or safety of NSI representatives. The maintenance does not cover adds,moves, changes,viruses,changes to 31"party integrations such as Motorola P25 upgrades,and NSI MGR DATE: �//Z//- `�2 additional licensing. 5. ENVIRONMENTAL REQUIREMENTS.For maintenance coverage to apply,the Customer must maintain environmental conditions at the location of the common System as follows: 800-851-3348