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Home My WebLink About25-0924 Second Chance Cardiac Solutions -09a.4 secs-v�► CAt.o.Acsz Cc�•aL 5�,1��5 September 24, 2025 Agenda Bid Item: #9 — Replacement Purchase of 22 Zoll AED 3s — State of Illinois Contract ($35,151) PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 24th day of •5e tetnIl'_r 2025, by and between the City of Elgin, Illinois,a municipal corporation (hereinaftdr referred to as "City")and Second Chance Cardiac Solutions,Inc.,an Illinois 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 one(1)page proposal,dated May 6,2025,attached hereto and made a part hereof as Attachment A, and as provided by the State of Illinois Contract #21-416CMS- BOSS4-B-19682 incorporated herein by reference (the"State Contract"). 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 State of Illinois Contract #21-416CMS-BOSS4-B-19682 (collectively, the "Agreement"). In the event of any conflict between any of the terms and provisions in this Agreement and either Attachment A or the State Contract, 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 State Contract, 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. 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 Second Chance Cardiac Solutions, Inc. 103 S. Bridge Street, PO Box 152, Yorkville, IL 60560 shall constitute effective service. 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. 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(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,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. PAYMENT. City shall pay the total sum of Thirty-five Thousand One Hundred and Fifty Dollars and Fifty Cents($35,150.50)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. 12. TRANSFER OF TITLE/RISK. Transfer of title,and risk of loss shall pass to the City upon delivery of the goods. 13. INDEMNIFICATION. For all indemnification language,please refer to the State of Illinois Contract#21-416CMS-BOSS4-B-19682 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. 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. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement. 2 17. 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. IN WITNESS WHEREOF, the Parties have hereto set their hands the day and year first above written. SECOND CHANCE CARDIAC CITY OF ELG SOLUTIONS, INC. i i i 7_td.hetL-t J. 1Lt�1 cice.c4 /IN � Print Name chard G. Kozal,City Manager C _ Attest: Slgnatu )414-12 Title City Clerk Legal DepttAgreement\Second Change Cardiac Solutions Agr-AED-9-8-25 docx • 3 ' Second Chance Cardiac Solutions,Inc Second ChanceL. Quote 103 S.Bridge Street,PO Box 152 Yorkville,IL 60560 Cardiac Solutions IROF 8005502337 sales@sccsolutions.net Elgin Fire Department Elgin Fire Department 151 Douglas Ave Attn:Mickey Widtfeldt Elgin,IL 60120 3270 Longcommon Pkwy Elgin,IL 60124 25-005-2679-0 05/06/2025 SHIP VIA TRACKING NO. Best Way N/A 8511-001102-01 22 1,797.75 39,550.50T Illinois State Contract Price:Zoll AED 3 Contract#21-416CMS-BOSS4-B-19682 8-year AED Warranty CPR Uni-padz Exp: Lithium Battery ***Hard Sided Waterproof AED Carry Case-QTY TBD Serial Number-Zoll AED 3 22 0.00 0.00T IL State Contract-AED Plus Trade-In Credit 22 -200.00 -4,400.00T II State Contract Trade-In Credit ZOLL AED Plus-$200'each through 6/30/2025 'AED must be in working order and exterior in good condition ReadyKit-SCCS Logo 22 0.00 0.00T AED Ready Kit-includes pocket mask,gloves and other supplies for use during rescue AED Inspection Tag 22 0.00 0.00T AED Inspection Tag-Utilized to document AED inspections as recommended by the manufacturer. AED Setup 22 0.00 0.00T Initial setup of AED-will be Rescue-ready upon delivery Free Shipping 1 0.00 0.00T Free shipping and/or local delivery on orders over$100 UPS Tracking To initiate order,simply reply to the email or scan a signed copy and email to SUBTOTAL 35,150.50 sales@sccsolutions.net. Please call 800-550-2337(AEDS)if you have any questions Thank you for the opportunity to provide this quote. TAX(0%) 0.00 TOTAL $35,150.50 Accepted By Accepted Date Thank you for the opportunity to earn your business and support your life-saving efforts!