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Home My WebLink About25-0723 Avalon Technologie PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 23 day of July , 2025, by and between the City of Elgin, an Illinois municipal corporation (hereinafter referred to as "City") and Avalon Technologies, Inc., a Michigan corporation (hereinafter referred to as"Avalon"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 Avalon shall sell the goods and services provided for herein pursuant to the teams and provisions described by Attachment A, attached hereto and made a part hereof by this reference. 2. TERMS. This agreement shall be subject to the price, terms,and conditions contained herein; as provided in the five (5) page quote from Avalon attached, Quote #JPG005072 VI, dated July 10, 2025, incorporated herein as Attachment A; and shall be governed by the terms and conditions of the Midwestern Higher Education Commission Contract MHEC-04152022, Dell Contract Code C000000979569("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 Avalon agrees that service by first class U.S. mail to Avalon Technologies,Inc., 39533 Woodward Avenue Suite 308, Bloomfield Hills, Michigan, 48304, shall constitute effective service. Both parties hereto waive any rights to a jury. 4. P IO MODIFICATION. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 5. MAUR. 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. JNTEREST. Avalon hereby waives all claims or rights to interest on money claimed to be due pursuant to this agreement and waives 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. 1 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,nondiscrimination 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. CONFLICT. In the event of any conflict between the terms and provisions of this purchase agreement and Attachment A or the 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. 11. PAYMENT. City shall pay the total sum of Sixty-Three Thousand Five Hundred Eight Dollars and Sixty Cents ($63,508.60) as described in Attachment A, which shall be paid within thirty (30) days of delivery or the City's receipt of an invoice, whichever is later. The aforementioned total sum is inclusive of all freight, shipping, and applicable taxes. The City is a tax-exempt governmental body. 12. DELIVERY. Avalon shall complete delivery of all goods and services within thirty(30) days of the entry into this Agreement. 13. ]rJMITATION 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. 14. TRANSFER OF TITLE/RISK. Transfer of title and risk of loss shall pass to the City upon delivery and installation of the goods. 15. 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 2 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. 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. 18. 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. 19. 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. IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written. AVALON TECHNOLOGIES, INC. OF ELGIN Rob Rulison 4,4/ Print Name Richard G. ozal, City Manager ,6 Attest: Signature Account Executive Title ity Clerk 07/11/25 July 23. 2025 Date Date C\LJsers\katlin.bailey\Boxlegal Dept\Agreement\Avalon-Midwestern Higher Education Comm Purchase Agr-7-9-25 docx 3 Attachment A Avalon Technologies, Inc. 39533 Woodward Avenue Suite 308 Bloomfield Hills, MI 48304 (800)720-3811 avalontech.net AVALO N i I We have prepared a quote for you City of Elgin - R760 Hosts (512gb RAM) QUOTE # JPG005072 V1 PREPARED FOR City of Elgin PREPARED BY Avalon Sales Team mak_ - AVALO N Hardware PowerEdge R760 Servers (512GB RAM) $12,701.72 5 $63,508.60 PowerEdge R760 Server 210-BDZY-1- No Trusted Platform Module 461-AADZ-1- 3.5"Chassis with up to 12 SAS/SATADrives,LP Adapter PERC 11 404-BBDS-1- Intel Xeon Gold 6426Y 2.5G,16C/32T,16GT/s,37.5M Cache,Turbo,HT(185W)DDR5-4800 338-CHTG -1- Intel Xeon Gold 6426Y 2.5G,16C/32T,16GT/s,37.5M Cache,Turbo,HT(185W)DDR5-4800 338-CHTG -1- Additional Processor Selected 379-BDCO-1- No HBM 379-BFFD-1- Heatsink for 2 CPU configuration(CPU greater than 165W)412-ABCP-1- Performance Optimized 370-AAIP-1- S600MT/s RDIMMs 370-BBRX-I- RAID 1 780-BCDN-1- PERC H755 Adapter,Low Profile 405-AAYY-1- Performance BIOS Settings 384-BBBL-1- UEFI BIOS Boot Mode with GPT Partition 800-BBDM-1- Very High Performance Fan x6 750-ADGJ-1- Dual,Hot Plug,Power Supply(1+1)Redundant 1400W 2U 450-AKYB-1- Riser Config 3,Half Length,2x8 FH Slots(Gen4),2x16 FH Slots(Gen5),2x16 LP Slots(Gen4)330-BBYF-1- Motherboard supports ONLY CPUs below 250W(cannot upgrade to CPUs 250W and above)329-BJLR -1- iDRAC9,Enterprise 16G 528-CTIC-1- Intel E810-XXVDA4 Quad Port 10/25GbE SFP28 Adapter,OCP NIC 3.0 540-BDDU-1- LOM Blank 540-BDOW-1- No Cables Required 470-AEYU-1- Dell Luggage Tag 321-BHMY-1- PowerEdge 2U LCD Bezel 325-BETK-1- Assembly BOSS Blank 329-BERC-1- No Quick Sync 350-BBYX-1- iDRAC Force Change Password for OCP cards 379-BETE-1- iDRAC Service Module(ISM),NOT Installed 379-BCQX-1- iDRAC Group Manager,Disabled 379-BCQY-I- No Operating System 611-BBBF-1- No Media Required 605-BBFN-1- ReadyRails Sliding Rails(B21)770-BEKK-1- 8X DVD-ROM,USB,EXTERNAL 429-ABJU-1- Fan Foam,HDD 2U 750-ACOM-I- No Systems Documentation,No OpenManage DVD Kit 631-AACK-1- ProSupport 7x24 Technical Support and Assistance 3 Years 886-5644-1- ProSupport Next Business Day On-Site Service After Problem Diagnosis 3 Years 886-5652-1- On-Site Installation Declined 900-9997-1- 64GB RDIMM,5600MT/s,Dual Rank 370-BBRN-8- 600GB Hard Drive SAS ISE 12Gbps 10k 512n 2.5in with 3.5in HYB CARR Hot-Plug 161-BCDK-2- Power Cord-C13,3M,125V,15A(North America,Guam, North Marianas,Philippines,Samoa,Vietnam)450-AALV-2- Intel Ethernet i350 Quad Port 1GbE BASE-T Adapter,PCIe Full Height,V2,FIRMWARE RESTRICTIONS APPLY 540-BDIW-1- Intel E810-XXVDA4 Quad Port 10/25GbE SFP28 Adapter,PCIe Full Height 540-BOOR-1- Pricing based on Dell's MHEC Contract: please reference $0.00 1 $0.00 the Midwestern Higher Education Commission (MHEC) Contract No. MHEC-04152022 for Dell Computers, on your purchase order Quote#JPG005072 v1 Pa•e. 2 of 4 (800)720-3811 14 Yet avasales@avalontech.net avalontech.net Hardware • Dell/Avolon EOQ discount • "order must be recieved prior to 7/31/25"" Subtotal $63,508.60 Quote#JPG005072 v1 Pa•e. 3 of 4 (800)720-381 TECH AVANUI ULON UIf:S avasales@avalo - r. avalontech.net -err City of Elgin - R760 Hosts (512gb RAM) AAvalon Technologies, Inc. City of Elgin Quote #: JPG005072 Avalon Sales Team 151 Douglas Ave Version: 1 (800)720-3811 Elgin, IL 60120-5503 Delivery Date: AVALON avasales@avalontech.net Michael Bayard 07/10/2025 TECHNOLOGIES +1.847.289.2574 Expiration Date: bayard_m@cityofelgin.org 07/31/2025 Department: 151 Douglas Ave Elgin, IL 60120-5503 Quote Summary Hardware $63,508.60 Total: $63,508.60 Avalon Technologies, Inc. City of Elgin [Customer] Signature. Signature: Name: Avalon Sales Team Name: Michael Bayard Title: Date: Date: 07/10/2025 Quote#JPG005072 v1 ; `a.e:4 0f 4