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Home My WebLink About22-0309 Avalon Technology 030�1 Avaloh Tul�ho�o� q March , 2022 Agenda Bid item: #5 — MHEC Contract Purchase — Dell Servers ($79,310) PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 9th day of March 2022, 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. PURCHASE. City shall purchase and Seller 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, and as provided by Seller's proposals entitled "City of Elgin-Water Dept. VSAN Nodes (All Flash) Quote #JPGJ003169 VI" as described by Attachment A; and the Midwest Higher Education Commission (MHEC) Contract No. MHEC-07012015 for Dell Computers, incorporated herein by reference(the"MHEC Contract"). 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. 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; and Seller agrees that service by first class U.S. mail to 39533 Woodward Avenue, Suite 125, Bloomfield Hills, MI 48304 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. 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. 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, 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. 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 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, Attachment A shall supersede and control. 11. PAYMENT. City shall pay the total sum of$79,309.64 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,delivery and applicable taxes. City is a tax exempt governmental body. 12. DELIVERY. Seller shall complete delivery of all services or goods within thirty(30)days of the entry into 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. 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 2 authorized representatives as either party shall designate in writing to the other in the manner herein provided. 15. TRANSFER OF TITLE/RISK. Transfer of title, and risk of loss shall pass to the City upon delivery of the goods. 16. INDEMNIFICATION. To the fullest extent permitted by law, Seller agrees to and shall indemnify 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 Seller or Seller'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. 17. 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. 18. 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. 19. LIMITATION OF ACTIONS. Seller 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. AVALON TECHNOLOGIES, INC. CITY O IN Rob Rulison Print Name Richard G. Koa,CityManager' 1(9&14 Az&�el Att Signature 4C� Account Executive Title C:\Users\morford_v\Box\Legal Dept\Agreement\Avalon Technologies Agr-Servers-2-24-22.docx 3 ATTACHMENT A :11 1 • x' F AVALON T ECH NOI-COG I IE:S City of Elgin - Water Dept. VSAN Nodes (All Flash) QUOTE#JPGO03169 V1 City a►f Elgin Avalon Sales Team x x AVALON :,, , : TE-CHNOLOGES Hardware Description Price Qty Ext. Price R640,VSAN-Ready Node ,ALL Flash Server $14,852.41 4 $59,409.64 R640,VSAN-RN,AF Server 210-APMM-4- PowerEdge R640 MLK Motherboard 329-BEIJ-4- No Trusted Platform Module 461-AADZ-4- 2.5 Chassis with up to 10 Hard Drives and 3PCIe slots 321-BCQL-4- PowerEdge R640 Shipping 340-BKNE-4- PowerEdge R640 x4 and x10 Drive Shipping Material 340-COPR-4- PowerEdge R640 CE,CCC,BIS Marking 389-DSVE-4- Intel Xeon Silver 4110 2.1G,8C/16T,9.6GT/s,11M Cache,Turbo,HT(85W)DDR4-2400 338-BLUQ-4- Intel Xeon Silver 4110 2.1G,8C/16T,9.6GT/s,11M Cache,Turbo,HT(85W)DDR4-2400 374-BBPN-4- DIMM Blanks for System with 2 Processors 370-ABWE-4- Standard lU Heatsink 412-AAIQ-4- Standard 1U Heatsink 412-AAIQ-4- 3200MT/s RDIMMs 370-AEVR-4- Performance Optimized 370-AAIP-4- No RAID 780-BCDI-4- HBA330 12Gbps SAS HBA Controller(NON-RAID),Minicard 405-AAJU-4- BOSS controller card+with 2 M.2 Sticks 240G(RAID 1),LP 403-BCHI-4- VMware ESA 7.0 U2 Embedded Image(License Not Included)634-BWZG-4- No Media Required 421-5736-4- iDRAC9,Enterprise 385-BBKT-4- iDRAC Group Manager,Disabled 379-BCQY-4- Intel X710 Quad Port 10GbE SFP+,rNDC 555-BCKP-4- iDRAC,Legacy Password 379-BCSG-4- Riser Config 2,3x16 LP 330-BBGN-4- OpenManage Integration for VMware vCenter-1 host increment,3 year license-Digitally Fulfilled 634-BJBD-4- No Internal Optical Drive 429-AAIQ-4- 8 Performance Fans for R640 384-BBQI-4- Dual,Hot-plug,Redundant Power Supply(1+1),750W 450-AJSC-4- Dell EMC Ready Nodes 1U Standard Bezel 325-BCZO-4- Luggage Tagfor x10,VSAN RN R640 350-BBQT-4- Quick Sync 2(At-the-box mgmt)350-BBKC-4- UEFI BIOS Boot Mode with GPT Partition 800-BBDM-4- ReadyRails Sliding Rails With Cable Management Arm 770-BBBL-4- No Systems Documentation,No OpenManage DVD Kit 631-AACK-4- IDM/Personality Module for VSAN RN R640 350-BBQU-4- Dell Hardware Limited Warranty Plus On-Site Service 813-9255-4- ProSupport Plus:Mission Critical:4-Hour 7x24 Onsite Service with Emergency Dispatch,2 Years Extended 821-2106-4- ProSupport Plus:Mission Critical:4-Hour 7x24 Onsite Service with Emergency Dispatch,3 Years821- 2108-4- ProSupport Plus:Mission Critical:7x24 HW/SW Technical Support and Assistance,5 Years 821-2115-4- Virtual SAN Ready Node,5 Years 815-9082-4- 16GB RDIMM,3200MT/s,Dual Rank 370-AEVQ-48- 960GB SSD SATAMix Use 6Gbps 512 2.5in Hot-plug AG Drive,3 DWPD,400-AZVM-4- 1.92TB SSD SATARead Intensive 6Gbps 512e 2.5in Hot-plug S4510 Drive,1 DWPD,400-BDOE-20- Broadcom 5719 Quad Port 1GbE BASE-T Adapter,PCIe Low Profile 540-BBDF-4- SFP+,SR,Optical Transceiver,Intel,10Gb-1Gb 407-BBVK-16- Power Cord-C13,3M,125V,15A(North America,Guam,North Marianas,Philippines,Samoa, Vietnam)450-AALV-8- Quote#JP0003169 v1 Page: 2 of "if,✓.is AVALO N Hardware Description Price Qty Ext. Price Pricing based on Dell's MHEC Contract: please reference $0.00 1 $0.00 the Midwestern Higher Education Commission (MHEC) Contract No. MHEC-07012015 for Dell Computers, on yourpurchase order Subtotal $59,409.64 Avalon Professional Services Description Price Qty Ext. Pric Professional Services:VSAN Server Deployment $19,900.00 1 $19,900.00 Services Statement of Work(SOW) R Series Server Deployment O Unbox,racking,and cabling of VSAN Ready Node Servers o Firmware update of all server components to latest stable code levels Design O Existing environment and physical/virtual machines discovery O VSAN Redundancy and Performance vSphere Deployment • Configure Dell VMware ESXi OS Image • Configure ESXi Networking • Create Virtual Machine for vCenter or Deploy Appliance • Install vCenter Components • vCenter • Platform Services Controller • Single Sign On • Update Manager • Web Client • Configure vSphere Components • Patch vCenter and ESXi Hosts to latest stable code • Create one(1)Windows Server VM Template VSAN Configuration Quote#JPG003169 v1 --•- • ,p;F AVA LO N Avalon Professional Services Description Price Qty Ext. Price—, Disk group setup • VSAN Network/vSwitch • VSAN Cluster • Storage Policy • Fault Domain • Deduplication and compression • Erasure Coding Acceptance Criteria The project will be considered complete when: • Node are Production Ready • Knowledge Transfer is scheduled Assumptions Some project tasks will be performed remotely Project may not commence until any necessary hardware or software has been delivered. Any tasks not specifically included in this statement of work must be agreed to in a written change order by all parties involved. Avalon Technologies and customer will determine a mutually convenient project start date and timeline. Avalon Technologiesand customer will provide a project-lead to be the single point of contact for project coordination. The above statement of work is based upon the bill of materials(if applicable)and details collected by Avalon from the customer during scoping.Should the bill of materials or details of the project change,the statement of work will require revision and additional cost may apply Customer will sign a Customer Acceptance Form(CAF)after the completion of each milestone and/or project completion Customer Responsibilities Customer to provide secure remote access to facilitate remote work(e.g.VPN) Customer to provide all software licenses and software license keys as required for implementation Customer to provide engagement and availability of customer personnel resources to assist with coordination of services or completion of customer dependent tasks Customer to provide administrator,root or adequate privileged access to systems involved in the implementation Customer will provide all hardware and software required to ensure a successful implementation including those stated in any associated bill of materials and also any ancillary items such as any required cables,optics,software etc. Customer will maintain a backup of all data and programs on affected systems prior to Avalon performing the Services and during the term of the Statement of Work(SOW). Avalon will have no liability for loss or recovery of data,programs or loss of use of system(s)arising out of or in Quote#JP0003169 v1 Page: • AVALON • TECHNOLOGIES Avalon Professional Services Description Price Oty Ext. Price connection with the Services provided under this SOW. Customer will maintain recent(i.e.released within the last year)&stable firmware and/or operating system on equipment with which the project will be integrating or connecting e.g. switch firmware The Customer will ensure the Avalon personnel have reasonable and safe access to the Project site,a safe working environment,an adequate office space,and parking as required. The customer will maintain active support agreements for any hardware or software involved in the project included,but not limited to servers,storage,networking equipment and software Outside of Project Scope Any services,tasks or activities other than those specifically noted in the section titled "Statement of Work" Configuration or remediation of any server or workstation operating system or application software affected or unaffected by the services performed under the statement of work Configuration or remediation of any networking components affected or unaffected by services performed under the statement of work Post-implementation support Disposal or recycling of customer equipment,new equipment boxes or any other items Installation of software or hardware firmware updates,service packs patches or new version that are released after services commence Updating or reconfiguration of 3rd party applications that integrate with existing environment(e.g.Anti-virus,backup,email relay services,fax/voicemail to email,etc.) Transportation of equipment between customer sites Professional Services Terms 50%to Commence Services SO%upon Completion of Services Avalon may invoice for professional services balance if project completion is delayed by customer beyond ninety(90)calendar days after date of purchase order. Subtotal F$19,900.00 Quote#JPG003169 v1 Page: 5 of {`q AVALON City of Elgin - Water Dept. VSAN Nodes (All Flash) Prepared by: Prepared for/Ship To: Quote Information: Avalon Technologies, Inc. City of Elgin Quote #: JPGO03169 Avalon Sales Team 151 Douglas Ave Version: 1 (800)720-3811 Elgin, IL 60120-5503 Delivery Date: AVALON avasales@avalontech.net Michael Bayard 01/14/2022 +1.847.289.2574 Expiration Date: bayard_m@cityofelgin.org 02/13/2022 Department: 151 Douglas Ave Elgin, IL 60120-5503 Quote Summary Description Hardware $59,4109.64 Avalon Professional Services $19,900.00 Total: $79,309.64 Quote#JP0003169 v1 Page- • of i r; AVALON ------------------- Avalon Technologies, Inc. City of Elgin [Customer] Signature: Signature: Name: Avalon Sales Team Name: Michael Bayard Title: Business Development Manager Date: Date: 01/14/2022 Quote#JPG003169 v1 °'- '-•- of 7