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Home My WebLink About21-1013 Ultra Strobe Communications October 13, 2021 Agenda Bid Item: #4 —National Cooperative Purchasing Alliance — Sixty Getac Semi-Rugged Computers ($173,931) • Signature needed by City Manager & City Clerk • Return 1 copy to Mike Bayard. PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 13th day of October , 2021, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Ultra Strobe Communications, Inc., an Illinois corporation, (hereinafter referred to as "Ultra Strobe"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 Ultra Strobe 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 the Synnex' NCPA, under contract No. 01-97, 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. Ultra Strobe 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 Ultra Strobe agrees that service by first class U.S. mail to 748 Tek Drive, Crystal Lake, IL 60014 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. Ultra Strobe 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 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. 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. 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, Ultra Strobe 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, Ultra Strobe hereby certifies, represents and warrants to the City that all of Ultra Strobe'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. Ultra Strobe 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 Ultra Strobe to determine Ultra Strobe's compliance with the provisions of this section. In the event the City proceeds with such an audit, Ultra Strobe shall make available to the City Ultra Strobe's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 9. 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. 10. 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. 11. PAYMENT. City shall pay the total sum of$173,931 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. 12. DELIVERY. Ultra Strobe shall complete delivery of all goods on or before December 31, 2021. 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 Ultra Strobe's sole expense. 15. INDEMNIFICATION. To the fullest extent permitted by law, Ultra Strobe 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 Ultra Strobe or Ultra Strobe's officers, employees, agents or subcontractors in the performance of this agreement, including but not limited to, all 2 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. 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. 17. 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. 18. LIMITATION OF ACTIONS. Ultra Strobe 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. 19. 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. 20. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement. 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. ULTRA STROBE COMMUNICATIONS, INC. CIT LGIN Rob Cruise Print Name 'Richard G. Kozal, City Manag r Att st: Signature President City Clerk Title FALegal Dept\Agreement\Ultra Strobe Purchase Agr-Laptops-9-10-21.docx 3 ATTACHMENT A YZAM Estimate Date Estimate# Sk 8/4/2021 4892 Ultra Strobe Communications Inc 748 Tek Dr. Crystal Lake, IL. 60014 Name/Address City of Elgin Police Dept. 151 Douglas Ave Elgin,IL 60120 P.O. No. Job Name Item Description Qty Price Total SP2JZAQASCXX GETAC:S410G4 Basic-i5-1135G7,FHD Webcam+HF RFID, 60 1,969.00 118,140.00 WINIO Pro,8G,256GB PCIe SSD(main storage),SR(Full HD LCD +TS+Stylus),US KBD+US Power Cord,Membrane Backlit KBD, WIFI+BT+4G LTE(EM7511)w/int.GPS/Glonass+Passthru, Thunderbolt 4,HDMI 565391810001 GETAC:Getac VGPS Utility,For Win 10 Pro,Hardware-Locked 60 29.95 1,797.00 Perpetual License,with 3 Years Maintenance(Per Device) 7160-0790-03 Gamber-Johnson Getac S410 Docking Station,TRI RF-SMA 60 599.95 35,997.00 GAD2X8 Getac 120W I 1-16V,22-32V DC Vehicle adapter(Bare Wire),3 year 60 94.95 5,697.00 warranty GE-SVSREXTIY Getac Extended Warranty-Laptop(Year 4)-For Semi-Rug-Getac, 60 205.00 12,300.00 Semi Rugged(S Series),Extended Warranty(Limited), 1,Years *******************************************NCPA Contract# **** Subtotal $173,931.00 Signature Datc Sales Tax (7.75%) $0.00 Our quotes are valid for 30 days Total $173,931.00 "PLEASE NOTE LIGHTBARS/PARTITIONS TAKE 6-8 WEEKS TO ARRIVE FROM ORDER DATE** Phone# Fax# E-mail Web Site 8154791717 815-479-1818 stacey@ultrastrobe.com www.ultrastrobe.com