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Home My WebLink About22-0309 Sayers Technology -ja-0-369 SOO�Pls March 9, 2022 Agenda Bid Item: #4 — Federal GSA Contract — Vmware VSphere 7 and vSAN 7 Licenses ($42,258) DocuSign Envelope ID:904A6A83-A41 F-4818-8106-A81 E2D2FC94E 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 Sayers Technology Services, LLC, a Delaware limited liability company (hereinafter referred to as "Sayers" 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: I. PURCHASE. City shall purchase, and Sayers shall sell license subscriptions and support services provided for herein pursuant to the terms and provisions described by Attachment A,attached hereto and made a part hereof. 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. Sayers 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 Sayers agrees that service by first class U.S. mail to Sayers Technology, LLC, 825 Corporate Woods Parkway, Vernon Hills, Illinois 60601 shall constitute effective service. Both parties hereto 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. 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. 5. INTEREST. Sayers 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,etseq.),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 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. 7. 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 DocuSign Envelope ID:904A6A83-A41 F-4818-8106-A81 E2D2FC94E 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. 8. CONFLICT. In the event of any conflict between the terms and provisions of this purchase agreement and Attachment A hereto, the terms and provisions of this purchase agreement shall supersede and control. 9. PAYMENT. City shall pay the total sum of$42,257.02 as described by Attachment A and 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. City is a tax exempt governmental body. 10. TERMINATION. The following shall constitute events of default under this Agreement: (a)any material misrepresentation made by Sayers to the City;or(b)any failure by Sayers 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 such termination by the City,the City's liability to Sayers shall be limited to reasonable payment for and goods and/or services already provided by Sayers pursuant to this Agreement. 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. INDEMNIFICATION. To the fullest extent permitted by law, Sayers 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 Sayers or Sayers'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. 2 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. DocuSign Envelope ID:904A6A83-A41F-4818-8106-A81E2D2FC94E 15. L1MITA ION OF AC;TIONS. Sayers 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. SAYERS TECHNOLOGY SERVICES,LLC CITY GIN John Kasser Print Name Richard G. Kozal, City anager �DoeuSigned by: YA,V, 4SSW Attesl�/�� 01 14F30FEEl9C74B3-. Slgiiattuc City Coe Chief operating officer Title \Legal Dept\Agreement\Sayers Purchase Agr 2-25-22.docx 3 sayers uilt around you ATTACHMENT A www.sayers.com - DocuSign Envelope ID:904A6A83-A41 F-4818-8106-A81 E2D2FC94E F'Ktt'HKtU ttY l-NtrHKtD FOR QUOTE INFORMATION Kevin Dunne City of Elgin Quote#: 017635 Account Executive 150 Dexter Court Version: 1 Elgin, Illinois 60120 Delivery Date: Feb 18, 2022 Mobile: (331)454-6727 Expiration Date: Mar 20, 2022 kdunne@sayers.com Mike Bayard Terms: Net 30 bayard_m@cityofelgin.org (847)289-2574 VMware - vSphere, vSAN, vCenter PART# DESCRIPTION PRICE QTY EXT. PRICE VS7-EPL-F-L12 TPP L1 U.S. Federal VMware vSphere 7 Enterprise $3,005.42 4 $12,021.68 Plus for 1 processor VS7-EPL- U.S. Federal Production Support/Subsription for $881.02 4 $3,524.08 PSSS-F-2 VMware vSphere 7 Enterprise Plus for 1 processor for 1 year ST7-STD-F-L12 TPP L1 U.S. Federal Vmware vSAN 7 Standard for 1 $1,876.30 8 $15,010.40 processor —_..-.------------- ST7-STD- U.S. Federal Production Support/Subsription for $628.18 8 $5,025.44 PSSS-F-2 VMware vSAN 7 Standard for 1 processor for 1 year VCS7-STD-F-L1 TPP L1 U.S. Federal VMware vCenter Server 7 $5 162.30 1 $5,162.30 -2 Standard for vSphere 7 (Per Instance) VCS7-STD- U.S. Federal Production Support/Subscription $1,513.12 1 $1,513.12 PSSS-F-2 VMware vCenter Server 7 Standard for vSphere 7 (Per Instance)for 1 year Subtotal - $42,257.02 Quote Summary DESCRIPTION AMOUNT $42,257.02 VMware -vSphere, vSAN, vCenter $42,257.02 Total Quote#017635 v1 Page 1 of 2