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Home My WebLink About22-0422 Dell MarketingPURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this Rom' day of 2022, by and between the City of Elgin, Illinois, a municipal corporation (h reinafter referred to as "City") and Dell Marketing, L.P., a Texas limited partnership, (hereinafter referred to as 'Dell" 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 Dell shall sell the goods and services provided for herein pursuant to the terms and provisions 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 shall be governed by the terms and conditions of the Midwestern Higher Education Commission contract #C000000181093 and MHEC-07012015 ("MHEC JPA") incorporated herein by reference. 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. The parties hereby irrevocably consent 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 Dell agrees that service by first class U.S. mail to Dell Marketing L.P., One Dell Way, Round Rock, Texas 78682, with a copy sent by email to Dell Legal Notices@Dell.com, 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. Dell 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. 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 and provisions of this purchase agreement and Attachment A or MHEC JPA, the terms and provisions of this purchase agreement shall supersede and control. In the event of any conflict between the terms and provisions of Attachment A and MHEC JPA, Attachment A shall supersede and control. 10. PAYMENT. City shall pay the sum of $65,388.70 as described in Attachment A, which shall be paid within thirty (30) days of invoice. 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. The City is a tax-exempt governmental body. Notwithstanding anything to the contrary provided for herein, all prices are final prices and are not estimates. 11. DELIVERY. Dell shall complete delivery of all goods on or before July 1, 2022. 12. LIMITATION OF DAMAGES. Notwithstanding anything to the contrary herein, or in any attachments or other referenced agreements hereto, in no event shall City be liable for any attorney's fees of Dell. 13. 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 Dell's sole expense. 14. SUPPLIER SOFTWARE LICENSES AND SERVICES DESCRIPTION. City's use of any Supplier software is subject to the license terms accompanying such software. 15. OFFER -SPECIFIC, THIRD PARTY AND PROGRAM SPECIFIC TERMS. City's use of third -party software is subject to the license terms that accompany the software. Certain Supplier -branded and third -party products and services listed on Attachment A are subject to additional, specific terms stated on www.dell.com/offeringspecificterms ("Offer Specific Terms"). 2 IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written. DELL MARKETING, L.P. Alyssa Sayles Print Name PAaEo SigKature Contract Administrator Title CITY OF ELGIN ex �/z 4d Richard G. Koza1, City Manager 3 Attest: City Clerk Attachment A Technologies A quote for your consideration Based on your business needs, we put the following quote together to help with your purchase decision. Below is a detailed summary of the quote we've created to help you with your purchase decision. To proceed with this quote, you may respond to this email, order online through your Premier page, or, if you do not have Premier, use this Quote to Order. Quote No. Total Customer # Quoted On Expires by Contract Name Contract Code Customer Agreement # Solution ID Deal ID 3000113492092.1 $65,388.70 6776139 Mar. 01, 2022 Mar. 31, 2022 Dell Midwestern Higher Education Compact (MHEC) Master Agreement C000000181093 MHEC-07012015 23548683 Message from your Sales Rep Sales Rep Anthony Patrick Phone (800) 456-3355, 6179322 Email Anthony_Patrick@Dell.com Billing To ACCTS PAYABLE CITY OF ELGIN 150 DEXTER CT ELGIN, IL 60120-5527 Please contact your Dell sales representative if you have any questions or when you're ready to place an order. Thank you for shopping with Dell! Regards, Anthony Patrick Product Unit Price Quantity Subtotal Dell Latitude 5520 $761.98 65 $49,528.70 Dell Dock- WD19S 130w Power Delivery 180w Power Supply $244.00 65 $15,860.00 Subtotal: $65,388.70 Shipping: $0.00 Environmental Fee: $0.00 Non -Taxable Amount: $65,388.70 Taxable Amount: $0.00 Estimated Tax: $0.00 Total: $65,388.70 Page 1 Dell Mar Bung LP. U.S. only. Dell Marketing LP. is located at One Dell Way.. Mail Stop 8129. Round Rock, TX 78682 Quantity Subtotal Dell Latitude 5520 $761.98 65 $49,528.70 Estimated delivery if purchased today: Mar. 10, 2022 Contract # C000000181093 Customer Agreement # MHEC-07012015 Description SKU Unit Price Quantity Subtotal Dell Latitude 5520 BTX Base 21 O-AXVQ - 65 11th Generation Intel Core i5-1135G7 (4 Core, 8M cache, base 379-BEHK 65 2.4GHz, up to 4.2GHz) Windows 10 Pro (Includes Windows 11 Pro License) English, French, 619-AQMP 65 - Spanish No Microsoft Office License Included — 30 day Trial Offer Only 658-BCSB - 65 - Assembly base 338-BXRY - 65 - 15-1135G7 Trans, Intel Iris Xe Graphics Capable, Thunderbolt 338-BXSB - 65 - non-vPro Manageability 631-ACTC - 65 - 8GB, lx8GB, DDR4 Non-ECC 370-AFVS - 65 - No Additional Hard Drive 401-AADF - 65 - M.2 256GB PCIe NVMe Class 35 Solid State Drive 400-BKUZ - 65 - LCD back cover for Latitude 5520 WLAN/WWAN 320-BECJ - 65 - HD Camera Bezel with Mic 325-BDZF - 65 - 15.6" FHD (1920x1080) Non -Touch, Anti -Glare, 250nits 391-BFPM - 65 - Palmrest, No Security, Thunderbolt 4 346-BGVS - 65 - Single Pointing Backlit English US Keyboard with numeric keypad 583-BHBG - 65 - Wireless Intel AX201 WLAN Driver 555-BGGN - 65 - Intel Wi-Fi 6 AX201 2x2 .flax 160MHz + Bluetooth 5.2 555-BGGT - 65 - No Mobile Broadband Card 556-BBCD - 65 - 4 Cell 63Whr ExpressChargeTM Capable Battery 451-BCSW - 65 - 65W Type-C EPEAT Adapter 492-BCXP - 65 - No Anti -Virus Software 650-AAAM - 65 - OS -Windows Media Not Included 620-AALW - 65 - E4 Power Cord 1 M for US 537-BBBL - 65 - Quick Start Guide 340-CTXV - 65 - US Order 332-1286 - 65 - SERI Guide (ENG/FR/Multi) 340-AGIK - 65 - Fixed Hardware Configuration 998-FGEF - 65 - SupportAssist 525-BBCL - 65 - Dell(TM) Digital Delivery Cirrus Client 640-BBLW - 65 - De1I Client System Update (Updates latest Dell Recommended BIOS, 658-BBMR 65 - Drivers, Firmware and Apps) Waves Maxx Audio 658-BBRB - 65 - Dell Power Manager 658-BDVK - 65 - Dell SupportAssist OS Recovery Tool 658-BEOK - 65 - Dell Optimizer 658-BEQP - 65 - Page 2 DL11 Marketing LP. LJ.S only. Dell Marketing LP. - located One Mail Stop 8129, Round Rock, TX 78682 Windows PKID Label 658-BFDQ - 65 - Packaging BTS 65W adapter + TGL CPU 340-CTZQ - 65 - Intel(R) Core(TM) i5 non-vPro Processor Label 389-DXDU - 65 No Mouse 570-AADK - 65 No Resource USB Media 430-XXYG - 65 - ENERGY STAR Qualified 387-BBPI - 65 - BTS/BTP Smart Selection Shipment (VS) 800-BBQH - 65 POD Label, 100% tie to L10 BTS & BTP 389-BKKL - 65 No Removable CD/DVD Drive 429-AATO - 65 - 5520 Laptop Bottom Door Integrated Graphics 321-BGBG - 65 No AutoPilot 340-CKSZ - 65 - EPEAT 2018 Registered (Gold) 379-BDZB - 65 - Thank you choosing Dell ProSupport. For tech support, visit 989-3449 65 - //support.dell.com/ProSupport Dell Limited Hardware Warranty 997-8317 - 65 - ProSupport: 7x24 Technical Support, 15 Months 997-8350 - 65 - ProSupport: Next Business Day Onsite, 15 Months 997-8351 - 65 - Quantity Subtotal Dell Dock- WD19S 130w Power Delivery 180w Power Supply $244.00 65 $15,860.00 Estimated delivery if purchased today: May. 18, 2022 Contract # C000000181093 Customer Agreement # MHEC-07012015 Description SKU Unit Price Quantity Subtotal Dell Dock — WD19S 130w Power Delivery — 180w AC 210-AZBM - 65 - Advanced Exchange Service, 3 Years 824-3984 - 65 - Dell Limited Hardware Warranty 824-3993 - 65 - Subtotal: $65,388.70 Shipping: $0.00 Environmental Fee: $0.00 Estimated Tax: $0.00 Total: $65,388.70 Page 3 Dell Marketing i only. i iell Marketing LP. is located at One Dell Way, Mail Slop 812.9., Round Rock, TX 78682 Important Notes Terms of Sale This Quote will, if Customer issues a purchase order for the quoted items that is accepted by Supplier, constitute a contract between the entity issuing this Quote ("Supplier") and the entity to whom this Quote was issued ("Customer"). Unless otherwise stated herein, pricing is valid for thirty days from the date of this Quote. All product, pricing and other information is based on the latest information available and is subject to change. Supplier reserves the right to cancel this Quote and Customer purchase orders arising from pricing errors. Taxes and/or freight charges listed on this Quote are only estimates. The final amounts shall be stated on the relevant invoice. Additional freight charges will be applied if Customer requests expedited shipping. Please indicate any tax exemption status on your purchase order and send your tax exemption certificate to Tax_Department@dell.com or ARSalesTax@emc.com, as applicable. Governing Terms: This Quote is subject to: (a) a separate written agreement between Customer or Customer's affiliate and Supplier or a Supplier's affiliate to the extent that it expressly applies to the products and/or services in this Quote or, to the extent there is no such agreement, to the applicable set of Dell's Terms of Sale (available at www.dell.com/terms or www.dell.com/oemterms), or for cloud/as-a- Service offerings, the applicable cloud terms of service (identified on the Offer Specific Terms referenced below); and (b) the terms referenced herein (collectively, the "Governing Terms"). Different Governing Terms may apply to different products and services on this Quote. The Governing Terms apply to the exclusion of all terms and conditions incorporated in or referred to in any documentation submitted by Customer to Supplier. Supplier Software Licenses and Services Descriptions: Customers use of any Supplier software is subject to the license terms accompanying the software, or in the absence of accompanying terms, the applicable terms posted on www.Dell.com/eula. Descriptions and terms for Supplier -branded standard services are stated at www.dell.com/servicecontracts/global or for certain infrastructure products at www.dellemc.com/en-us/customer-services/produci-warranty-and-service-descri ptions. htm. Offer -Specific, Third Party and Program Specific Terms: Customer's use of third -party software is subject to the license terms that accompany the software. Certain Supplier -branded and third -party products and services listed on this Quote are subject to additional, specific terms stated on www.dell.com/offeringspecificterms ("Offer Specific Terms"). In case of Resale only: Should Customer procure any products or services for resale, whether on standalone basis or as part of a solution, Customer shall include the applicable software license terms, services terms, and/or offer -specific terms in a written agreement with the end - user and provide written evidence of doing so upon receipt of request from Supplier. In case of Financing only: If Customer intends to enter into a financing arrangement ("Financing Agreement") for the products and/or services on this Quote with Dell Financial Services LLC or other funding source pre -approved by Supplier ("FS"), Customer may issue its purchase order to Supplier or to FS. If issued to FS, Supplier will fulfill and invoice FS upon confirmation that: (a) FS intends to enter into a Financing Agreement with Customer for this order; and (b) FS agrees to procure these items from Supplier. Notwithstanding the Financing Agreement, Customer's use (and Customer's resale of and the end -user's use) of these items in the order is subject to the applicable governing agreement between Customer and Supplier, except that title shall transfer from Supplier to FS instead of to Customer. If FS notifies Supplier after shipment that Customer is no longer pursuing a Financing Agreement for these items, or if Customer fails to enter into such Financing Agreement within 120 days after shipment by Supplier, Customer shall promptly pay the Supplier invoice amounts directly to Supplier. Customer represents that this transaction does not involve: (a) use of U.S. Government funds; (b) use by or resale to the U.S. Government; or (c) maintenance and support of the product(s) listed in this document within classified spaces. Customer further represents that this transaction does not require Supplier's compliance with any statute, regulation or information technology standard applicable to a U.S. Government procurement. For certain products shipped to end users in California, a State Environmental Fee will be applied to Customer's invoice. Supplier encourages customers to dispose of electronic equipment properly. Electronically linked terms and descriptions are available in hard copy upon request. "Dell Business Credit (DBC): OFFER VARIES BY CREDITWORTHINESS AS DETERMINED BY LENDER. Offered by WebBank to Small and Medium Business customers with approved credit. Taxes, shipping and other charges are extra and vary. Minimum monthly payments are the greater of $15 or 3% of account balance. Dell Business Credit is not offered to government or public entities, or business entities located and organized outside of the United States. Page 4 DelI Marnesing LP. U S Dell Marketing LP is located at tine Dell Way, Mail Slop 812 Round r1.c : I TX