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Home My WebLink About24-0214 Safeware Esscoe .1 ,4 - ; a `-I- February 14, 2024 Agenda Bid Item: #6 — Sourcewell Cooperative, Purchase of Cameras and Licensing from Safeware, Inc. ($77,114) • Signature needed by City Manager and City Clerk. • Return 1 copy to Bayard. PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 14th day of February 2024, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Safeware, Inc., a Maryland corporation and Esscoe, LLC, an Illinois limited liability company,(Safeware, Inc.,and Esscoe, LLC,are hereinafter collectively 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 to the City as described in the one(1)page systems proposal,Quote No:JMBVQ3126-06,dated January 3,2024,and the two(2)page quotation Order No. 10096482,dated January 22,2024,attached hereto and made a part hereof as Attachment A, and as provided by the Sourcewell Contract#080922-SAF PS&EM, incorporated herein by reference(the"Sourcewell Agreement"). 2. TERMS. This Agreement shall be subject to the terms and conditions contained herein and as provided by Attachment A, which is attached hereto and made a part hereof and the Sourcewell Agreement. In the event of any conflict between any of the terms and provisions this Agreement and either Attachment A or the Sourcewell Agreement, or any portion thereof,the teams and provisions of this Agreement shall supersede and control. In the event of any conflict between Attachment A and the Sourcewell Agreement,Attachment A shall supersede and control. 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. Esscoe 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 Esscoe,LLC agrees that service by first class U.S. mail to 570 Oakwood Road, Lake Zurich, IL 60047 shall constitute effective service. Safeware, Inc.agrees that service by first class U.S.mail to 4403 Forbes Blvd.,Lanham,MD 20706-4328 shall constitute effective service. The Parties hereto waive any rights to a jury. 4. NO MODIFICATION. There shall be no modification of this Agreement, except in a writing instrument executed by both Parties with the same formalities as the original Agreement. 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. Esscoe 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 505/1, 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. 9. COUNTERPARTS AND 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. This Agreement may be executed electronically,and any signed copy of this Agreement transmitted by facsimile machine,email,or other electronic means 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 facsimile machine, email, or other electronic means shall be considered for these purposes an original signature and shall have the same legal effect as an original signature. 10. PAYMENT. City shall pay the total sum of Forty-Five Thousand Eight Hundred Sixty-Two and 20/100 Dollars ($45,862.20) within thirty (30) days of delivery or City's receipt of invoice, whichever is later. The aforementioned total sum is inclusive of all freight and shipping costs. The City of Elgin is a tax-exempt governmental entity. 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. TRANSFER OF TITLE/RISK. Transfer of title, and risk of loss shall pass to the City upon delivery of the goods. 13. 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. 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. 14. WARRANTY. All applicable warranties, including but not limited to any and all applicable manufacturer's warranties, warranties of merchantability, and warranties of fitness for a particular purpose, are included as part of this Agreement, and shall apply to all goods, accessories, components, and services to the benefit of the City. 2 15. 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. 16. 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. 17. LIMITATION OF ACTIONS.The Parties hereto agree that any action by the Esscoe arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time-barred. 18. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement. The persons 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. SAFEWARE, INC. C LOIN Mary Anne Petrenko Print Name Richard G. Kozal, City Manager Attest: SiLmatt Corporate Administrator "title City Clerk ESSCOE, LLC �vku 164.WHYT & Print Name Signature Vice President of Security Sales Title Legal Dept\Agreement\Esscoe Purchase Agr-EPD Jail Cameras-I-22-24.docx 3 SAFEWARE QUOTATION Safeware,Inc. Order Number 510 Eastpark Court 10096482 Suite# 120 Order Date Page Sandston,VA 23150 01/22/2024 11:37:40 1 of 2 804-236-0579 www.safewareinc.com Quote Expires On:02/21/2024 Contract No: Sourcewell#080922-SAF PS&EM Bill To: Customer ID: 133429 Ship To: Elgin Police Department Elgin Police Department 151 Douglas Ave 151 Douglas Ave Elgin,IL 60120 Elgin,IL 60120 847-289-2700 Requested By: Mike Bayard PO Number Taker Email QUOTE-JMBVQ3 126-06 Nazira Burke nburke@safewareinc.com Freight Terms Phone Fax Freight Paid 804-236-0579 804-800-4490 Sales Representative Kurt Wilhelm Quantities Pricing Item ID UOM Unit Extended UOM ° Item Description Price Price Ordered Allocated Remaining Clnit Size p Unit Size 30.00 0.00 30.00 FA ESS GSC-OM-E-IC EA I97.70 5,931.00 1.0 I Enterprise camera connection, 1.0 mandatory Genetec Advantage 30.00 0.00 30.00 EA ESS ADV-CAM-E-5Y EA 83.91 2,517.30 1.0 Genetec Advantage for 1 Omnicast 1.0 Enterprise Camera—5 years(Prorated for 8/31/2026 Expiration,Add on to Existing contract) 30.00 0.00 30.00 EA ESS Q9216-SLV STEEL EA 1,247.13 37,413.90 1.0 Replacement Robust Stainless Steel 1.0 corner-mount camera replacing AXIS Q8414 (Trinity). 1.00 0.00 1.00 EA SOURCEWELL PS EA 0.00 0.00 1.0 Contract#080922-SAF 1.0 Public Safety and Emergency Management Equipment,Tool,and Supply Catalog Solutions Effective:October 14,2022-October 7,2026 Freight:Standard CONUS paid,HAZMAT& expedited billed Must register at sourcewell-mn.gov/become-member N SAFEWARE QUOTATION Safeware,Inc. Order Number 510 Eastpark Court 10096482 Suite# 120 Order Date Page Sandston,VA 23150 01/22/2024 11:37:40 2 of 2 804-236-0579 www.safewareinc.com Quote Expires On:02/21/2024 Contract No: Sourcewell#080922-SAF PS&EM Quantities Pricing Item ID UOM Unit Extended Ordered Allocated Remaining UOM y Item Description Price Price Unit Size C1 l!nit Size "final Lines: 4 SUB-TOTAL: 45,862.20 TAX: 0.00 AMOUNT DUE: 45,862.20 t ctual freight added per freight terms ILLINOIS LIC.NO.:127.001301 essc e the engineered systems company SECURITY•LIFE SAFETY Safeware PROJECT: Elgin-Jail Cameras 4403 Forbes Blvd Lanham,MD 20706-4328 USA QUOTE# JMBVQ3126-06 Kurt Wilhelm DATE: Jan 3,2024 kwilhelm@safewareinc.com (847)505-9089 SALESPERSON: John VanHyfte Systems Proposal This Quote("Quote")is based on the requirements of Customer as provided in a request for proposal or bid offer("RFP")and is subject to ESSCOE Terms and Conditions("Terms and Conditions")attached hereto.Any changes to or deviations from the RFP requested by Customer shall be quoted separately.This Quote is valid for sixty(60)days from the date issued above,unless the Customer and ESSCOE both execute this document creating a contract("Agreement"). QTY MODEL NO I DESCRIPTION Genetec Licenses 30 GSC-Om-E-1C 1 Enterprise camera connection,mandatory Genetec'"Advantage 30 ADV-CAM-E-5Y Genetee"Advantage for 1 Omnicase"Enterprise Camera-5 years(Prorated for 8/31/2026 Expiration,Add on to Existing contract) Axis Cameras 30 Q9216-SLV STEEL Robust stainless steel corner-mount camera replacing AXIS Q8414(Trinity). Key fetaures: •Anti-ligature,stainless steel,IK10+,1P66,•4MP,>90°VFoV,>120°HFoV,•940nm LEDs for invisible IR •H.264+H.265 with Zipstream,•Built-in michr PROPOSAL SUMMARY Box sale material only. Genetec license add to Elgin GSC-140929-351439 and Axis cameras per attached BOM Licenses delivered electronically Axis cameras drop shipped direct to Elgin Freight included in equipment quote. Excludes All Services Sales Tax 570 OAKWOOD I LAKEZURICH I IL 60047 MAIN 847/847.3202 I FAX 847/847.3201 www.esscoe.com 1 of 3