HomeMy WebLinkAbout25-0930 Genasys Inc PURCHASE AGREEMENT ,1 �1
�
THIS AGREEMENT is hereby made and entered into this %U day of September,2025,
by and between the City of Elgin, an Illinois municipal corporation (hereinafter referred to as
"City") and GENASYS, MC., a Delaware corporation authorized to do business in the State of
Illinois (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:
I. PURCHASE. Seller grants the City a non-exclusive, non-transferable right to
access and use the Software as described in the seven(7)page proposal,dated July 24,2025,Quote
No. Q-14764R9, attached hereto and made a part hereof as Attachment A, and as provided by the
Sourcewell Contract #f051321-GYS, 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 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. 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 Genasys, Inc., 16262 W. Bernardo Drive, San Diego, CA 92127 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. INTENTIONALLY OMITTED.
7. SEVERABILITY. The terms of this Agreement shall be severable. In the event
any of the terms or the provisions of this Agreement arc 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 Twenty-Four Thousand Three
Hundred Sixty Dollars($24,360.00)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. TERM AND DELIVERY. The term of this Agreement shall commence on
October 1, 2025, and shall end on November 30, 2026. Seller shall deliver the goods and/or
services as described in paragraph 1 above on or before October 1, 2025.
12. INTENTIONALLY OMITTED.
13. INTENTIONALLY OMITTED.
14. INTENTIONALLY OMITTED.
15. INTENTIONALLY OMIT...ED.
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-bat-red.
19. TIME IS OF TILE ESSENCE. Time is of the essence of this Agreement.
20. 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.
GENASYS, INC. CITY OF ELGIN
Cassandra Monte ,X'FO Richard G. Kozal,City Manager
Attest:
Signature 9/D 412.S—
City Clerk
ATTACHMENT A
GENASYS, INC., QUOTE NO. Q-14764R9
DATED JULY 24, 2025, SEVEN (7) PAGES
(TO BE INSERTED)
Sourcewell
Awarded Conti du
contra 051321<3YS
)>>�-= genasys�
Proposal for City of Elgin
ELGIN POLICE
DEPARTM ENT
Submitted By:
Jesse Lama
Account Executive
jlama@genasys.com
570.470,7685
Jul 24, 2025
READY WHEN IT MATTERS
GENASVS.COM
Cor F'ah�:•r:�Como+„Inc•CorMerla;6 Pbprrw.f
EXECUTIVE SUMMARY
Thank you for considering Genasys to provide a comprehensive Protective Communication Platform for City of
Elgin.Genasys is the only company in the market offering a unified protective communications solution for
critical communication,evacuation management,and secure collaboration.Agencies across the United
States have embraced the Genasys Protect platform in countless emergency events, including wildfires,
flooding, hazardous materials incidents,active shooter situations,threats,hurricanes,tornadoes, power
outages, public health emergencies,civil unrest,industrial accidents,and more.
Genasys Protect is a commercial-off-the-shelf platform that supports various applications for emergency
planning, mass notifications for public safety,critical event management,de-escalation tools for defense and
law enforcement, and near real-time threat detection for wildfires and severe weather.Our systems already
serve over one hundred countries,and we have a strong presence in thousands of cities and counties across
the United States.These deployments span public safety,emergency warnings, mass notifications,critical
event management, defense,law enforcement,homeland security,and other sectors.This proposal provides
details on the following Genasys Protect solutions[X]:
[ ] Genasys ALERT delivers comprehensive,zone-based alerting,and multi-channel
communication to reach people quickly and reliably where they are.ALERT uses real-
time data,sensor integration,and integrate with outdoor ACOUSTICS devices.
Genasys EVAC accelerates emergency response and evacuation management by
[ ] facilitating decision making,cross-agency collaboration,and targeted communications.
EVAC enables you to determine and communicate the proper scope of an incident
response or evacuation,replacing guesswork with data-driven intelligence.
Genasys CONNECT facilitates smooth,secure,and compliant real-time collaboration
[X] among organizations.By keeping teams informed and synchronized within a unified and
secure environment,CONNECT ensures mobility,accessible across all device types.
Genasys ACOUSTICS provides highly audible and clear voice messaging thousands of
[ ] meters away,staying on and connected even during broad power outages and network
downtime.
Genasys TRAFFIC Al by Ladris enhances and accelerates decision-making with Al-
[ ] driven traffic models.Respond swiftly to emergencies with a clear understanding of
traffic patterns and effectively plan for roadway and infrastructure improvements.
Our team is always ready to support you,ensuring that you have the best resources at your side.
Sincerely,
Jesse Lama
Account Executive
ilama@genasys corn
570.470.7685
•
Q,iote Nuniocr (1 14164R3
OENASYS.COM
2/7
COMPANY INFORMATION
Genasys Inc.(NASDAQ:GNSS)is a global provider of Protective Communication solutions.Our mission is to
make communities and first responders better prepared and more effective in planning, communicating,and
responding to critical events.We take our responsibility seriously in equipping our customers and communities
with tools that contribute to a safer world.
Genasys Inc.is headquartered in San Diego,California and originally founded as American Technology
Corporation in Utah in 1980.Today,Genasys is recognized for its innovation and leadership in delivering critical
communication systems and evacuation management solutions, prioritizing the safety and awareness of
people.Our dedicated US-based team of skilled professionals provides continuous support to our clients
worldwide.
At Genasys,we emphasize customer success as a core value.Our commitment goes beyond delivering a
platform;our Customer Success team collaborates with clients to foster engagement through training,drills,
live-incident support,and access to engineering plans and roadmaps.This dedicated team comprises
individuals with diverse backgrounds, including:
• Former first responders from police and fire departments who bring real-world experience to
deployments and training.
• Former members of the US armed forces with global deployment experience.
• Former county emergency management and public information officers with extensive incident
management and public communication expertise.
• An experienced engineering team renowned for delivering secure, reliable, and effective public safety
systems worldwide.
Our team is always ready to support you,ensuring that you have the best resources at your side.
/
ft
AM" VMS
New
r It
H........
-411116
Protective communication software and acoustic solutions by Genasys
Quo'e Number,Q 14764R8
OENASYL.COM //i7
3//
GENASYS CONNECT
Genasys CONNECT,formerly Evertel and now part of the Genasys Protect 08133 or ar C3
platform,provides secure, real-time communication and collaboration, ff Herderson County Wll/4rc q
addressing the strictest requirements of public safety agencies,hospitals,
financial services,and secure business communications. pleiselama
2501 a(re,w.th:OMte.n,,,send
With security at its core, CONNECT ensures the integrity and reliability of 1100EST
every message,offering a robust platform for both internal and external
communication and collaboration.Its speed enables secure exchanges of
sensitive information,fostering swift decision-making and cross-agency
collaboration.CONNECT provides a secure space where professionals •
quickly form ad-hoc groups to support one-off incidents or maintain teams
that stay in contact over the long run. Jesse Lama
/one I s EVAc,,,,liMe,I HCSO 1t
awsohng with nn
CONNECT meets HIPAA,CJIS,and FOIA requirements so agencies and Johnston Moo�nd Cherry aunty
personnel can communicate in confidence.Genasys CONNECT is the FIRE trndink adedwnal crews to
refresh rl"renl Rrrune unlit.
ultimate solution for those who demand secure and reliable communication
in mission-critical situations. 40 Jos"Lama
Chief Benny Pina of Surprise PD in Arizona says"This platform gives us the . L ''�•
opportunity for everybody to join in,to settle and solve aproblem as quick
PP tY rY Y I Al-
as possible...it has to be seen, it has to be experienced truly firsthand." • v - '
Jesse Lama
Key Features county Cent.cts C'N4r 4
1:1 Imam kee,I:a
• Daily Stakeholder Communication:Unify your organization and •
facilitate smooth collaboration with external organizations through (±j
real-time communication.
• Quick Decision-Making:Enable rapid collaboration,allowing professionals to exchange information,
make critical decisions,and respond to events quickly.
• Crisis Ready:Key stakeholders will be ready to quickly respond in any crisis through instant
communication and a direct connection to law enforcement 24/7.
• Full Compliance:Drive compliance, including CJIS, FOIA,and HIPAA,with record retention policies so
your agencies or personnel can communicate in confidence.
• Built-In Security:Ensures the integrity and dependability of every message,providing secure internal
and external exchanges of sensitive information via end-to-end military-grade encryption,all while
storing the data within a government-use-only cloud solution.
• Vetted Access:Designed for public safety,Genasys CONNECT features durable access management
to prevent critical communications from being intercepted.
'F01A FIPS112
VALIDATED
C)uO1 P.N,mL'e O 1,,/(r:118
OENASYL.COM
4/7
Licensing Structure
Every license/seat corresponds to a unique user ID allocated to the individual,enabling access to the platform.
The user's license allows logins on multiple devices,ensuring seamless synchronization and connectivity for
your entire team, regardless of their location throughout the day.In the event of employee departures and
subsequent replacements,licenses are transferable.
This includes unlimited guests(non-employees)that can be invited into your platform's specific rooms or direct
messages to support mission critical collaboration and intel sharing with those key partners. Unlimited guest
invitations allow you to custom tailor your own ecosystem without limitation.
Equipment and Deployment Timeline
CONNECT(Evertel)is compatible with the devices commonly used within your organization, eliminating the
need for additional equipment purchases.Each user can gain access using any of the following:an iOS or
Android smartphone(either agency-owned or personal),a desktop computer,a laptop,tablet,or MDC/MDT
utilized in police vehicles.CONNECT is accessible from all these systems. Deployment is swift through a web-
based solution and can be implemented either section by section,division by division,or all at once,based on
the agency's preference without any imposed limitations.Additionally,Single Sign-On(SSO)is available
through Active Directory integration for an extra cost.The integration process is estimated to be completed
within 7 business days or less,establishing a live connection.
We use the 'regional collaboration'feature on Evertel(Genasys NC‘' {)L 1'Ar? .y
CONNECT)and share crime intelligence and wanted felons to officers w �p11IMO G. j.
across the region. This has resulted in catching many violent crime C 40!ICE
suspects literally the same day we developed probable cause for their
arrest!We now use Evertel(CONNECT)to find suspects faster than we * %! a
ever imagined. 71, 101,,
Supervisor- Baltimore Police Department
When you're on Genasys CONNECT, you're able to push out updates
in real time. To me, that is the value proposition and is worth its weight
in gold It's very cost effective for our team and city. We're able to
integrate federal, county and local assets and resources and get • 1
everybody in the same room, discuss what's important, and make a '
decisions that commanders can rely on.
Chris Cook, Police Chief,White Settlement,Texas
quo![ IN,, bei.Q 14/64ke
OENASYS.COM ,���
5/7
>>) g e n asys Copyright 2025 Genasys Inc.-Confidential&Proprietary
QUOTATION COPY
16262 W.Bernardo Dr. Quote Number. Q-14764R8
San Diego,CA 92127 Dote Created: Jul 24,2025
Sourcewell Contract u051321-GYS Valid Through: Sep 30,2025
Sourcewell Customer u: 25158 Contract Term: 1 166667-Year
Prepared By Jesse Lama Subscription Start Date: Aug 1,2025
570.470.7685 Subscription End Date: Sep 30,2026
Bill To: Customer Contact:
City of Elgin Heather Lencioni
151 Douglas Avenue,Elgin,IL, heather IencioniCa,elginil.gov
60120, 847-289-2612
Order Details
Annual System Licenses
Feature a Product Description QtY. Unit MSRP MSRP Discount Net Price/Unit Annual Net Price
GP-CONNECt Genosys CONNECT formerly Everfel 790 $7700 0% $7200 $20.879.99
14-Month Term Total $24,360.00
Discount Applied -$C.01
Terms&Conditions
Custom Payment Schedule:
The Elgin Police Department's FY26 start is October 1st, 2026 which reflects a custom payment schedule to align with
future budget and the available funding for current FY25. Customer agrees to a custom payment schedule for prorated
initial payment (2 months) to begin service followed by the first annual payment on October 1, 2026 as detailed by the
term of subscription.
Invoice#1: $3,480 (Due on receipt)
Invoice#2: $20,880 (Due 10/01/2025)
Genosys, Inc.shall invoice the customer once system credentials are issued and payment for the 1st year subscription and included
professional services is due upon receipt of the invoice.Both parties agree that the software portion of this agreement is based on a 14-
month contract term commitment with ail annual invoice and payment due annually on the start dare of each subsequent year. Please
complete the Customer Registration Form in order to expedite the onboarding and billing process.
It is agreed that any additional Genasys Protect products purchased offer the effective ante of this agreemen'are due upon receipt of
the invoice.Any added product subscription licenses will be priced and invoiced on a coterminous annual basis and maintain the original
contractual expiration date of this Genasys Protect System or any subsequent renewal expiration date as extended. Any additional
Genasys Protect professional services purchased will be invoiced after delivery of services
Quote Number:Q-1 a/64P8
OENA$Y$.COM ///
6/7
By signing this quote, customer agrees to the terms and conditions of this quote, including the terms of the linked SaaS Services
Agreement http.://yr,nc,sys.coin/saa;:-servic es-cigroinii nti listed in this quote, which terms are Incorporated herein by reference.
customer acknowledges that it hos received and reviewed the terms of such an agreement.
Genasys, Inc. City of Elgin
Name Name ptja
LA
LI.CH
Title Title 01 i el C){' Fe)11 C Q
Signature Signature
Date Date
. _3a • z�
Quote Number.Q-14764R8
ClEin
7/7