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Home My WebLink About22-0713 Stanley Convergent Security Systems aa_o-} �3 5�n Cvirrl�- July 13, 2022 Agenda Sew" 5��5 Bid Item: #6 — Sourcewell Purchasing Cooperative Contract for the Purchase of Security Cameras ($26,643) • Signature needed by City Manager & City Clerk • Return 1 copy to Rich Hoke. DocuSign Envelope ID:OBD7DCE5-62DF-456A-A635-465OC2AF850A PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 13th day of July 2022, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Stanley Convergent Security Solutions, Inc., a Delaware corporation (hereinafter referred to as "Stanley" 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 Stanley 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 Sourcewell, under contract #030421-SCS, incorporated herein by reference (hereinafter referred to as the "JPA"). 3. 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. 4. LAWNENUE. 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. Stanley 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 Stanley agrees that service by first class U.S.mail to Stanley Convergent Security Solutions,Inc., 11899 Exit 5 Pkwy.,Suite 100, Fishers,IN 46037 shall constitute effective service. Both parties hereto waive any rights to a jury. 5. NO MODIFICATION. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 6. 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. 7. INTEREST. STANLEY 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 DocuSign Envelope ID:OBD7DCE5-62DF-456A-A635-4650C2AF850A 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. 8. 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. 9. 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, Stanley 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, Stanley hereby certifies, represents and warrants to the City that all of Stanley'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. Stanley 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 Stanley to determine Stanley's compliance with the provisions of this section. In the event the City proceeds with such an audit, Stanley shall make available to the City Stanley's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 10. 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. 11. PAYMENT. City shall pay the total sum of$26,643.02 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. City is a tax-exempt governmental body. 12. 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. 13. 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 Stanley as provided in Attachment A, and if to the City to the 2 DocuSign Envelope ID:OBD7DCE5-62DF-456A-A635-4650C2AF850A attention of Richard Hoke, 150 Dexter Court, Elgin, IL 60120, or to such other address and/or authorized representatives as either party shall designate in writing to the other in the manner herein provided. 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 costs shall be at Stanley's sole expense. 15. INDEMNIFICATION. To the fullest extent permitted by law, Stanley 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 Stanley or Stanley'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 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. LIMITATION OF ACTIONS. Stanley 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. 18. NO WAIVER OF IMMUNITIES OR RIGHTS. This agreement is not intended and shall not be construed to alter, limit, or constitute a waiver of any of the civil immunities afforded the City and/or Stanley and/or their officials, officers, employees and/or agents pursuant to the Local Governmental and Governmental Employees Tort Immunity Act at 745 ILCS 10/1-101, et seq.,as amended,the Emergency Telephone System Act at 50 ILCS 750/0.01 et seq.,as amended, and/or as otherwise provided by law, it being agreed that all the civil immunities as set forth in such Acts,as amended,and/or as otherwise provided by law shall fully apply to any claims asserted or which might be asserted against the City and/or Stanley and/or their respective officials, officers, employees and/or agents as a result of this agreement or any actions of the Parties pursuant to this agreement. 19. GENERAL. Stanley is not liable for any work associated with hazardous materials (i.e. asbestos, lead paint, etc.) that is associated with the work. Such work shall be the responsibility of the City. 20. WARRANTY. Unless otherwise specified, Stanley warrants that the engineering and equipment shall be free from defects in material and workmanship for a period of ninety(90)days from the date the system is placed into operation. If during this warranty period, any of the equipment or parts are defective or malfunction, they shall be repaired or replaced free of charge. Warranty repair and/or service shall be provided in accordance with the terms and conditions set 3 DocuSign Envelope ID:OBD7DCE5-62DF-456A-A635-465OC2AF850A forth in the Agreement between Stanley and Owner. This warranty does not include acts of God or abuse by the owner. DISCLAIMER OF ALL OTHER WARRANTIES: EXCEPT FOR THE FOREGOING LIMITED EQUIPMENT WARRANTY DESCRIBED ABOVE, STANLEY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IT IS EXPRESSLY AGREED THAT UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE HELD LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, WHETHER ARISING UNDER ALLEGED BREACH OF AGREEMENT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND BOTH PARTIES LIABILITY SHALL BE STRICTLY LIMITED AS STATED ABOVE. 21. ADDITIONAL CHARGES. (1) All prices quoted include sales tax or bonds as may be required and all fees and costs; (2)The price quoted is FOBdestination. All shipments shall be UPS ground; and (3) The price quoted assumes installation shall be performed during Stanley's normal working hours and using its own personnel. 22. INSURANCE. Stanley shall carry Liability Insurance and Workers Comp. Insurance and shall provide Certificates of Insurance to City,with City named as Certificate Holder, prior to the execution of any work. In the event Stanley is required to indemnify City of third party, the indemnification shall be limited to the installation amount. STANLEY CONVERGENT SECURITY SOLUTIONS, INC. CIT LGIN Marc Turner Print Name Richard G. Kozal, City Manager �DocuSigred by � tlmv" Attest: Slgrra� 1DA14416 City Clerk Director Title Legal Dept\Agreement\Stanley Convergent Security Solutions Agr-Video Equip-6-29-22.docx 4 DocuSign Envelope ID:OBD7DCE5-62DF-456A-A635-465OC2AF850A STANLEY Convergent Security Solutions,Inc. aj 1/W11%L.L 1. 11899 Exit 5 Pkwy., Suite 100, Fishers, IN 46037 Security T(317)201-3454 F(833)810 8194 ATTACHMENT A Q#220426 To: Rich Hoke Organization: Elgin P.D., IL Address: QUOTATION Elgin, IL-Video equipment #220426 Phone: Email: I Hoke RCcD_cityofelgin.orp 6/28/22 Rich: Per your request, we have attached pricing for the following video equipment. We have not included pricing for any licenses, system programming, conduit, wire, installation, or terminations required, making this a complete, working system. However, we will provide the necessary information to you. Public Works Quantity Manufacturer Part# Price 1 Ubiquity LAP-GPS-US $123.18 2 Ubiquity NBE-5AC $239.81 4 Axis P3247-LVE $3,651.12 5 Axis M3206-LVE $3,072.75 2 Axis P3727-PLE $2,763.50 2 Axis M3116-LVE $850.84 1 Axis P3807-PVE $1,363.34 3 Axis T91 H61 $535.17 2 Axis T94T01 D $106.84 2 Axis T98A17-VE $553.08 2 Axis T91 B63 $256.48 2 Axis T94N01 D $182.72 1 Axis T94V01 C $102.41 2 Netonix WS-8-150-AC Unable to price TOTAL $13,801.23 Lords Park Pavilion Quantity Manufacturer Part# Price 4 Axis P3727-PLE $5,527.00 4 Axis T94N01 D $365.44 4 Axis T91 B51 $513.44 2 Canon VB-S800VE $1,019.99 TOTAL $7,425.87 Page 1 of 3 DocuSign Envelope ID:OBD7DCE5-62DF-456A-A635-465OC2AF850A STANLEY Convergent Security Solutions,Inc. J 1/W11%L IC T. 11899 Exit 5 Pkwy., Suite 100, Fishers, IN 46037 Security T(317)201-3454 F(833)810 8194 Q# 220426 LP Museum Quantity Manufacturer Part# Price 7 Axis M3116-LVE $2,977.94 4 Axis M3115-LVE $1,311.00 3 Axis M 3066-V $1,126.98 TOTAL 1 $5,415.92 "Pricing is based on Sourcewell(Formerly National Joint Powers Alliance(NJPA))Contract#030421-SCS "The City of Elgin has the Sourcewell ID#25158 We are pleased to provide this quotation, and we hope it meets with your approval. We will wait to proceed with this change until we receive a Purchase Order/Change Order/Signed Sales Agreement. If you have any questions, please feel free to call. Terms and Conditions are attached below. Sincerely, ��V Stanley CSS—Sales Engineer Direct: 317-572-2846, Cell: 317-201-3454 Email: mickey.wydick(a)_sbdinc.com Page 2 of 3 DocuSign Envelope ID:OBD7DCE5-62DF-456A-A635-4650C2AF850A STANLEY Convergent Security Solutions, Inc. a 1 Jwk F%&IQ T. 11899 Exit 5 Pkwy., Suite 100, Fishers, IN 46037 Security T(317)201-3454 F(833)810 8194 Q#220426 Terms and Conditions GENERAL Terms are due upon receipt. STANLEY works under the terms of a purchase order only. We will wait to proceed with this change until we receive a Purchase Order or Signed Sales Agreement. STANLEY is not responsible for any work associated with hazardous materials (i.e. asbestos, lead paint, etc) that is associated with the work. This work will be the responsibility of the Owner or General Contractor. All paperwork to be addressed to: Stanley Convergent Security Solutions, Inc. Please scan and email the Purchase Order or Signed Sales Agreement, W-9, and a Tax Exempt Certificate_ WARRANTY Unless otherwise specified, STANLEY warrants that the engineering and equipment will be free from defects in material and workmanship for a period of twelve (12) months from the date the system is placed into operation. If during this warranty period, any of the equipment or parts are defective or malfunction,they will be repaired or replaced free of charge. Warranty repair and/or service shall be provided in accordance with the terms and conditions set forth in the Agreement between STANLEY and Owner. This warranty does not include acts of God or abuse by the owner. DISCLAIMER OF ALL OTHER WARRANTIES: EXCEPT FOR THE FOREGOING LIMITED EQUIPMENT WARRANTY DESCRIBED ABOVE, STANLEY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IT IS EXPRESSLY AGREED THAT UNDER NO CIRCUMSTANCES SHALL STANLEY BE HELD LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, WHETHER ARISING UNDER ALLEGED BREACH OF AGREEMENT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND STANLEY'S LIABILITY SHALL BE STRICTLY LIMITED AS STATED ABOVE. ADDITIONAL CHARGES: 1. All prices quoted include sales tax. The city is a tax-exempt governmental body. All prices do not include prevailing wage, or bonds unless specifically written on the face of the proposal. 2. Unless otherwise stated in the proposal, the price quoted is FOB destination. All shipments will be UPS ground. 3. Applicable permitting fees will be billed on a pass-through basis. 4. The price quoted assumes installation will be performed during STANLEY's normal working hours and using its own personnel. If Customer requests the installation or any part thereof to be performed outside ordinary business hours or, if the installation must be performed by outside contractors, or STANLEY's wage rates do not apply as a result of prevailing wage requirements, or otherwise, then the installation charge will be adjusted accordingly. 5. Any changes to the system required by any government agency or Authority Having Jurisdiction will be billed to Customer, and are not the responsibility of STANLEY. INSURANCE: STANLEY will carry Liability Insurance and Workers Comp. Insurance and will provide Certificates of Insurance to Contractor, with Contractor named as Certificate Holder, prior to the execution of any work. In the event STANLEY is required to indemnify Contractor, Owner or a third party, the indemnification shall be limited to the installation amount. ACCEPTANCE OF PROPOSAL The above prices, specifications and conditions attached hereto are satisfactory and are hereby accepted. STANLEY is authorized to do the work as specified. Payment will be made as outlined above. This proposal may be withdrawn by us if not accepted within thirty (30) days. Page 3of3