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HomeMy WebLinkAbout24-27 Resolution No. 24-27 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH SHI INTERNATIONAL CORP. FOR ANTIVIRUS SOFTWARE AND SUBSCRIPTION SERVICES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that pursuant to Elgin Municipal Code Section 5.02.020B(9)the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a Purchase Agreement on behalf of the City of Elgin with SHI International Corp., for antivirus software and subscription services, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: February 14, 2024 Adopted: February 14, 2024 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk DocuSign Envelope ID:52A82BC4-42BA-45ED-8DAO-B2DB7FOCD8D5 PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into as of the last date signed by the parties, by and between the City of Elgin, Illinois, a municipal corporation(hereinafter referred to as "City") and SHI International Corp.,a New Jersey 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 to the City as described in the two (2)page proposal, dated January 8, 2024, attached hereto and made a part hereof as Attachment A, and as provided by the Sourcewell Contract #081419-SHI, 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 terms 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. TERM. The term of this Agreement shall commence on February 14, 2024 and shall terminate February 13, 2025. Upon expiration of the initial term, this agreement shall automatically renew on February 14th of each year,unless either party elects not to renew as provided in Paragraph 13 below. For the avoidance of doubt, in the event of renewal, Seller shall provide a new quotation for the renewal year and such renewal quote shall then take the place of the original Attachment A of this Agreement including any terms and conditions and pricing. 4. 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 SHI International Corp.,290 Davidson Avenue,Somerset,NJ 08873 shall constitute effective service.The Parties hereto waive any rights to a jury. 5. 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. 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. Seller 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 DocuSign Envelope ID:52A82BC4-42BA-45ED-8DAO-B2DB7FOCD8D5 (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, 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, nondiscrimination and legal status of employees. 10. 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. 11. 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. 12. PAYMENT. City shall pay the total sum as specified in Attachment A within thirty (30)days of delivery or City's receipt of invoice, whichever is later. Should this agreement renew for a subsequent year(s), Seller shall tender an invoice in January of that year and City shall pay the sum indicated, within thirty(30) days of its receipt of such invoice. Should the invoice sum for a renewal term include an increase in excess of 5%of the total invoice sum from the previous term,such renewal shall not be automatic and shall require City Council approval. The aforementioned total sum and any sum in subsequent terms is inclusive of all freight, shipping and applicable taxes. City is a tax- exempt governmental body. 13. OPT-OUT OF AUTOMATIC RENEWAL. Either party may elect not to renew this agreement for a subsequent year by providing notice of such election to the other at least thirty (30) days prior to the expiration of a term. Such notice must be sent via First-Class Mail and e-mail. 14. 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. 15. TRANSFER OF TITLE/RISK. Transfer of title, and risk of loss shall pass to the City upon delivery of the goods. 16. INDEMNIFICATION. Indemnification shall be pursuant to the Indemnification provisions of the Sourcewell Contract#081419-SHI. 2 DocuSign Envelope ID 52A82BC4-42BA-45ED-8DAO-B2DB7FOCD8D5 17. WARRANTY. All applicable manufacturer's warranties are included as part of this Agreement. and shall apply to all goods, accessories, components, and services to the benefit of the City. 18. 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. 19. 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. 20. LIMITATION OF ACTIONS.The Parties hereto agree that any action by the Seller 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. 21. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement. 22. NONDISCRIMINATION. The Seller will not discriminate against any employee or applicant for employment because of race, color,religion,sex,national origin,age,ancestry,order of protection status, familial status, marital status, physical or mental disability, military status, sexual orientation, or unfavorable discharge from military service which would not interfere with the efficient performance of the job in question. The Seller will take affirmative action to comply with the provisions of Elgin Municipal Code Section 5.02.040 and will require any subcontractor to submit to the City a written commitment to comply with those provisions. The Seller will distribute copies of this commitment to all persons who participate in recruitment, screening, referral and selection of job applicants,prospective job applicants, and subcontractors. 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. 3 DocuSign Envelope ID:52A82BC4-42BA-45ED-8DAO-B2DB7FOCD8D5 IN WITNESS WHEREOF,the Parties have hereto set their hands the day and year first above written. SHI INTERNATIONAL CORP. CIT GIN Al%t4:0" Kristina Mann Print Name Richard G.Kozal,City Manager I'Docusigned by; '6 4+- itUtAkA, Attest: EAC SE?B,JF9404 Sr. Manager - Contracts Title City Clerk Dated: February 14, 2024 Legal Ucpt\Agreement\SIII International Corp Agr-Crowdstrike-1-17-24.docx 4 DocuSign Envelope ID:52A82BC4-42BA-45ED-8DA0-B2DB7FOCD8D5 ATTACHMENT A Pricing Proposal SHI Quotation#: 24348532 Created On: 1/8/2024 Valid Until: 1/30/2024 IL-City of Elgin Inside Account Manager Michael Bayard Precilla Lin 151 Douglas Ave 290 Davidson Ave Elgin,IL60120 Somerset,NJ 08873 United States Phone:888-591-3400 Phone (847)289-2574 Fax: Fax Email: IllinoisGov@shi.com Email bayard_m@cityofelgin.org All Prices are in US Dollar(USD) Product Qty Your Price Total 1 Falcon Complete with Threat Graph Standard on Gov Cloud 300 $103.84 $31,152.00 CrowdStrike•Part#:CS.FCSD.GOV.SOLN.T1.12M Contract Name.Sourcewell-Technology Catalog Solutions Contract#:081419-SHI 2 Insight 300 $0.00 $0.00 CrowdStrike-Part#CS.INSIGHTB.SOLN.T3.12M Contract Name:Sourcewell-Technology Catalog Solutions Contract#:081419-SHI 3 Prevent 300 $0.00 $0.00 CrowdStrike-Part#:CS.PREVENTB.SOLN.T3.12M Contract Name:Sourcewell-Technology Catalog Solutions Contract#:081419-SHI 4 Discover 300 $0.00 $0.00 CrowdStrike-Part#:CS.DISCB.SOLN.T3.12M Contract Name:Sourcewell-Technology Catalog Solutions Contract#.081419-SHI 5 Falcon Complete Subscription on Gov Cloud 300 $0.00 $0.00 CrowdStrike-Part#:CS.FALCOMPSGOV.SVC.12M Contract Name:Sourcewell-Technology Catalog Solutions Contract#:081419-SHI 60verwatch 300 $0.00 $0.00 CrowdStrike-Part#:CS.OWB.SVC.T3.12M Contract Name:Sourcewell-Technology Catalog Solutions Contract#:081419-SHI 7 Threat Graph Standard on GovCloud 300 $0 00 $0 00 CrowdStrike-Part#:CS.TG.STD.GOV.12M Contract Name:Sourcewell-Technology Catalog Solutions Contract#:081419-SHI 8 Falcon Complete Complimentary CID 300 $0 00 $0.00 CrowdStrike-Part#:CS.FALCOMPONBC.SOLN.12M DocuSign Envelope ID:52A82BC4-42BA-45ED-8DAO-B2DB7FOCD8D5 Contract Name:Sourcewell-Technology Catalog Solutions Contract#:081419-SHI 9University LMS Subscription New Customer Access Pass 300 $0.00 $0.00 CrowdStrike-Part#:RR.PSO.ENT.NCAP.12M Contract Name:Sourcewell-Technology Catalog Solutions Contract#:081419-SHI 10 Express Support $3,800.57 $3,800.57 CrowdStrike- Part# RR.HOS.ENT.EXPS.12M Contract Name:Sourcewell-Technology Catalog Solutions Contract#:081419-SHI 11 Falcon Device Control 300 $0.00 $0 00 CrowdStrike-Part#:CS DEVICE.SOLN.T3.12M Contract Name:Sourcewell-Technology Catalog Solutions Contract#:081419-SHI 12 Falcon Spotlight 300 $1.74 $522.00 CrowdStrike-Part#:CS.SPOTLT.SOLN.T3.12M Contract Name:Sourcewell-Technology Catalog Solutions Contract#:081419-SHI Total $35,474.57 Additional Comments This Crowdstrike order is non-cancellable and non-refundable Please note:additional manufacturer terms and conditions may apply.Your inside sales team will reach out to you with updates as needed. The following bullets apply to all Crowdstrike items on this quote: Your use of the products and services is governed by the end user terms and conditions located at: rttos://www.crowdstrike comiterms-conditina unless you and CrowdStrike have otherwise executed a different agreement For the avoidance of doubt,SHI is not a party to the OEM Agreement, nor responsible for any terms of the OEM Agreement Please note,if Emergency Connectivity Funds(ECF)will be used to pay for all or part of this quote,please let us know as we will need to ensure compliance with the funding program. Hardware items on this quote may be updated to reflect changes due to industry wide constraints and fluctuations. Thank you for choosing SHI International Corp!The pricing offered on this quote proposal is valid through the expiration date listed above.To ensure the best level of service,please provide End User Name,Phone Number,Email Address and applicable Contract Number when submitting a Purchase Order.For any additional information including Hardware,Software and Services Contracts, please contact an SHI Inside Sales Representative at(888)7444084.SHI International Corp.is 100%Minority Owned,Woman Owned Business. TAX ID#22-3009648;DUNS#61-1429481;CCR#61-243957G.CAGE 1HTFO The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item.