HomeMy WebLinkAboutSKM_550i26021003580.J:Ji.,u'.�It�111.:.�IVCiV �Jc III. vl'/"`.,)VI'G:1-a.J;l l'l.J-•1 �'1 G-ouf :J uo Illrla rv( -I
PURCHASE AGREEMENT
THIS AGREEMENT is hereby made and entered into this 5 day of
Eebruary _ 2026, by and between the City of Elgin, Illinois, a municipal corporation
(hereinafter referred to as "City") and 3SI Security Systems, Inc., a Delaware corporation, dba
CovertTrack (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. pulic IASE. City shall purchase and Seller shall sell and install the goods and/or
services to the City as described in the two (2) page proposal, dated October 9, 2025, attached
hereto and made apart hereof as Attachment A.
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. In the
event of any conflict between any of the terms and provisions this Agreement and Attachment A,
the terms and provisions of this Agreement shall supersede and control.
3. J,Affff8NU . 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 3SI Security Systems, Inc., c/o registered agent Cogency Global, Inc., 600
South Second St., Suite 404, Springfield, IL 62704-2542 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. ']'here
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 (9 1.5 ILC'S 205/1, cat seq.), as amended. `C"lie provisions of this paragraph shall survive
any rxhiration, completion and/or termination of this Agreement.
LIU1.LISIkjI I ciiv=iupJ IV.I0l,_-UIt\,I
7. SEVERABIL11'Y. 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 fill] force and effect.
8. COMPLIANC=1~ W1T.1.1 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 COUN"I'E1ZPMt`1' AND EXECUI-1 . 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. I'AYN City shall pay the total sum of Three Thousand Seven Hundred
Twenty :Five Dollars ($3,725.00) within thirty (30) days of delivery and installation 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. 1AfVjl'lW['jQN 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, 'IRA.NSIf'ER o 'Cll'LL.IR:. 8K. Transfer of title, and risk of loss shall pass to the
City upon delivery and installation of the goods.
13, 1L+1llF.MN'1F1CA'FJO V. To the fullest extent peri-pitted 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,-inciudi;ng 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. IVAl2tI.ANIN, 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
AJ4A.l)J i�-fll GIIYCIu)- 10. u-UJ I0--r"Vl I 4
15. RELATIONSHIP BE,rWEI(,N 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 parry arising out of or pursuant to this Agreement shall not constitute, and shall
not be construed as, a waiver of any such rights.
17 1JMITA"1'1ON OF. AC11ON4 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.
18. P Y IS WI I-IG ESENC;E, Time is of the essence of this Agreement.
19, 1y PM_CI�1M1NA.TC4N: 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 slhe 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.
3SI SECURITY SYSTEMS, INC. CITY OF ELGIN
Keith Deaton,,,p.,_"_.__
Print Name Richard G. Kozal, City Manager
Wes:
IN Attest:
E±A}l"I35k5i1Q75#
Signature
City Clerk
Title
101 Lindenwood Drive, Suite 200 1 Malvern, PA 19355w1 3si.com
Note: Our address has changed
quote #:38158 - 1
=1gin PD - IL
51 Douglas Ave, Elgin, IL. 60120, United
states
;haun Schroeder
;GT
147-289-2692
;haun.schroeder@elginil.gov
if have reviewed the above billing and shipping
Date:10/09/2025
If blank, same as Bill To
Send tracking information to:
shaun.schroeder@elginil.gov
and confirm it is correct_ (initial here)
PO #
Quote Expires
Account Rep
Referred By
Sale Type
Customer
30 days from
John Stransky
Purchase
Yes
above date------
- Itrlrt ---
TD89200025 - CovertXplore AT&T
UnIL Prig:
$250.00
Qtaantity
6
Amount
$1,500.00
ATS - Tracking Service: CovertXplore
$360.00
fi y
$2,160 00
S&H - Shipping & Handling (Ground)
$65.00
1
$65.00
Subtotal:
$3,72S.00
I . ._
__ $0.00
• Please reference Terms and nditions below.
JSTOMER SIGNATURE¢,
Total: I $3,72S.00
DATE:....._
TERMS AND CONDITIONS
} Miscellaneous
a) 'this Agreement r.onlains all of the terms and conditions of sale and purchase of the ESO System named heroin (the Producl `) and ronsiitules lice complete
understanding of the parties with respect Iherelo, No modification, extension or release from any provision hereof shall be e ffecled by mutual agrecnaenl,
acknowledgment, acceptance of purchase order or shipping Instruction loans, or otherwise, unless the same shall he III writing desupaaled as an amendment
hereto and signed by the party to bn bound. Furthermore, this order can be accepted only in accordance with the terms herenl
bl No waiver by edher Seller or Buyer with respect to any breach or default or of any right or remedy and no course of dealing shall be dcemod to constitute a
continuing waiver of any other breach or default or of any other right or remedy, unless such waiver Is expressed in wriling signed by the party to be bound,
cl This Agreement and performance hereunder shall be construed and governed by the laws of the Coll into nweallh of Pennsylvania and Buyer hereby consents to
the exclusive jurlsdlction of ,.any slate or federal court located within tho County of Chester, Comrraonwealth of f enrisylv;anin and irrevocably agrees that all actions
or proceedings arising oru of or relaling to this agreement shall be litigated in SUCIa cnuns, Huyeraccepl:, for and itself g enurolly and unconditionally the lurisdietion
of the aforesaid courts and walves any defense of lorumnort convetnens, and irrevocably agroes In be bound I?v any prdgmenl rennered (hereby in conneoinn with
this A(roernenl Buyer agrees to be bound accept. servirr, snrvecl by Corlilicd nail, return receipt Iecluested maitod to the a (arcs ❑adicaled ahove or thn fiuyar's
1110 right to'Wivrr process fit :illy o1herrnanner.perrnitled by k1w"
fir sh.11i only wilt thu l�induct, Of petmrl 111a i?icaclt2cl tci Ua u'wad lay ;t 11iinJ fairly, tor ill(.' €artatc-ctltirl of friar{rraYnt. I'>trysx al r d(r moacirc:urn>taxit sravil 5stliethhe
} 13Uy. Y
ra Ua:it.freinr; bamirrg 01Farluaals;a 0 i(dilling prgviticad by SWI let azricl in fill nurrnai course Of f3uytir°a,, wrnidr rnitirlr <nad hcalrl�ir,itmtln&:s Sr Ayer fiat tarty cl,*ns liorn third
lirrhle to liar onyx€am lgrssreytdGng frclrnflUye"I ua.n. of file t+rau6m lot any othot purpost': Buyer w II y
P
arle I rcasuany front l3uyt'.r' a tr al fartitluc 1, nr tSlaynr ti ptarrt'rfvsiun for ,tnolhcrtparty tit cote IIsC" lart'fritacl, for any alhei p.urypOtWs, Proctu(l rr only lot b e ul;ed in hart
t,ounlry of purcftrisc:_artounlry al inlended lisp: AdUlliculul cl1 I(gc`;. may:ipiny and p(,:rfnrm.anrt rma Ur. intf.2aoln(f when use d rn nan•eudifie;d pt nbn apprgvAtl
countries of territories.Including
{ r f irit lnchldinc all iaffill alus,.{frrvornfritYrd ent1l2r3atrod SUbCa€1lflrCttM.y),�Cjrtrta `i {hat Ilrtt3lYndtit311 caanr:E',aY{r1 i. trot 42tho( pa fty'S bif dtita ill ale` , Withouli the. written
} L I .t la y.i J
as rvit us, is 'ianfWonliol inturma. Icon"and proprtClary to thtttpany"r+rtrl ;haitbz its, nl irtccf.in cor2irderrr e inctncat dlsrk ite'b taw, ra p
cortY;tzn Laf takitrAr party. Nola log in iris provision fs)ntendtad_to orwlil ltmi4 Buyer`s,t1111lty io"rralo ase information tas rraq uirz if bylaw, fntdude`nct but $lot flatted 110xrlr}ose
in(r>rnlatisltiwhenrequrastucfuradartixi3CafilomraI'uticttecaardsArtardirec[rd;taytpartrlrfler,(3uytrrwillondaavartO..hutLFoat(trgUrradio,pnavirlisaloiitrIta dlfar
in. adtranCe of anynate isc of infamlrllion, However, Selior When marketing ila praadur tsnnd services to third pradres, may dtsc:lose,infornsalion concer"Ing iile BrayE'a':+
use; and oxpetiemce with the productraruf sorvices,,pravideot dtheBuyar'snam,arid identifying druid l area rtadsacir(f. C�oyt.r araknxawlt dgrs that effective use Ofthe
pridirr and Sr3rvices et quires tail their use be euyed, BUye r ages r -tiot fu sttvertis#<, or notify the public Of it, us€s �raf It{e prud2icl +rid ra=rv�c�r,.
A } able€t,l ill lift: Ire-ruthffort of parap Pli �i, Saiinr warrants tilin to ilia Product Indttaai the Plod rut sold har'-wilder is free of defeats in wc,rkmun�tri{a ;an+l. in»Itanut,
arrantyahallbeetfertavoforone(1)"lendaeyr:arafttirttlxrProdziclt"I'StOIlleatlyar.
larr3vidnd,hawAvaar,flirt.suchwShanlelEauyetmortifyornirstrealthef�raduotr
;any w.iy, file warranty win be ittunediatolyvuided. l3uyershalLgive notice, of any eliarrnfinr lafr.,ich of wanlnityia'�otfervditlt(n lfiirlyod (30) calendar day of such lime as
t3uyertlltxxavers ar oliaurwise bucatnoa awarrz-flt surlybraracb: Failura OI [iuycnla glvL? n,dlicA of any ckairnwithin Stich linia period shalt b*v deemed an 811SOILrte and
uncondillormlwaive! of such claim, Tl'o. product delivered lieretandor Si1r!ll be prodLtcad to r,onlpliancit with ahe United States Fair Labor Standards 'Act of 1938, as
amended. SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY Or "ANY KIND, EXI'pr�5S OR iMPLIED, AS TO ME-RCHfiNTl�Ltll.lTY FITNESS
FOR A PARTICULAR PURPOSE, ORANY OTHER MA.J'JER WITlffjIFSPECT TO THE PRODUCT, wlfoillerlaar:d alone ofincotnbinahonwith o.lherpnad ichl, Any
sUggastions made.isy Solter corloarning uses orapplicaliond of said product rolled, Sellers Oflinian Only. and Sttilar.makes tie Warranty of results ta. be obtained.
I I.LCRSPECIFIC,ALLYBISCLAIMS ANY WAf2RiANTY, E7Sf'.Rtss OR iMPI.IED; TlOTTHE PRO,DUCT'WILL, (.a)PREV7=NTTHE CR1Mt:. OF A ITEMCaF".VAI t1L
OR AGAINST A PERSON 1=ROK OR THE LOSS OF THE I"FLM O .' VALUE OY, THE t3.UYE.ft; (b) RLSULT.IN TII At'APRE1IE"NSION OF ANY INDIViDUAL;
Ali (Y(Afi,,(c).RESULT IN, ME RECOVERY OF THE #uiC fi
ITEM OF VALUE REMOVED FROTHUYEITS OR:.ANOVAER f AR1IES PREMISES INTHE COURSE
OF, ORASARESULTOF,.ANYEVENTGIVINGOISE IHEVErt .It is und<,r';load arrdagre+xdby#3iryertbatEttryrrslt iii,reuttburso Seller at St t€er's sl IndaPtl rates
for servir a cans Uy Seller during the warranty period or thereafter ric%ussitaled by Buyer errar. or ttiu tt ,c: in connF ctian with the prttdtict-
r'. Seller �tisall not be liable fU.rany d eficiency in pertnirtttitico caused (n whole Grin parl by Ott :or omission of an undtlifying: c,arrir + or Service provider, cft;ais r, equipment
a) a
or unit failure, title of paverayct:areapacity, equipment or facility upgrade or rtftadrficalian, gals of C.oti, strikes, fire, lerrurisrn, War, hat, emergency,gavafrtmoril
aefions, equipment orca uses beyond Sellerr's reasonable control, Including without limita{ion the failure arid functionality :o I third -party locution "orvicrs (taut expressly
excluding tarty tailure of tile; in warranty, OPS Ittar(fwara provided by Seller >vlfq.r'� ntaxirrsurtt lisUility fur faihrrrz tri cdtfrars Gt' S harrlwa€ash all.in nu event exceed lhr
pain h:ase price Of:lhu hardw7rca and al lhca ealecilon a► the Srrl[orshall tie the (opatror Foplsacernent of said hardwa(a),;Seller shall not be liable for any failure related to
Bt2yers law enforcerrrEnl activities. inck,d€ng but not limited lo: (a) surveillance: (b) apprehension of mdividuaN, aitd (c) remvmy oftrioney andtor Otheritems.
SELLER SFIAI-I. IN NO EVENT 1TE LIAOLI. TO BUYER OR ANY THIRD PARTY FOR ANY CON;3E4UENCIAL, INDIRECT OR INCIDENTAL DAMAGES,
INCLUDING BUT NOT L.IM1T"F0 TO LOSS OF PROFITS, LOSS OF BUSINESS INVESTMENT. LOSS OF GOODWikL, INTERFERENCE WITH f�IUSiNE 5
RCLATfONSHIPS, OR I'oR I-NJURY FOR DEATH ARiSING iN.CONNECTION WITH THE F'FiESfi NGE, USE OR fvt?fr-USC OF ANY EUl1iPMEPtT; EVEN IF
Al3VISED OFTIiE POSSIBILITY OF SUCH DAMAGES. SELLER SHALL NOT BL- LIABLE IN THE EVENT THAT THE PRODUCTS OR ANY DEFECT THEREIN
CAUSE ANY QAMAGE TO OR FAILURE OF OTHER E_QulPMENT.'THE FORE GOINGt, IMITATION OF LIABILITY SHALL NOTAPPLY TO THE EXTENT THAT IT
IS ILLEGAL OR UNENFORCEABLE UNDER APPLICABLE LAW.
6) Selleragreesto indemnify and hold Buyer harmless from liability for costs and damages awarded against Buyer for infringement of any United Slates patent claims
covering the
Rloduct in the form in which furnished hereunder, provided that such liability results from Buyer's use of the Product and providedthat Buyer has given Seller prompt notice of any.
suit far infringement brought against Buyer and has offered Seller the opportunity to defend and control such suit. in no event shalt Seller he liable for the use of the Product
furnished hereunder in combination with other products.
i) As cafte;Ideralian lorlhe purchase of Ute abova doscdbod Product the Seller o9rtaus to sell and tltrt buy the F'rodt rt apt sot forth aboye for the price
Piero siated foriristaltationat the location=also set.forth aboue.invoic(I will bo_goneof led uponshipment of dovicu la Buyer. Payment shalt be made in fun thirty (30)
ci�yn trim date pf m,eeaipt of invoice uniesa olhrrrvrisa slatacL Tarices a ra allot for thirty (30) calendar days" from date shown on theravcrse side, of 10., Agreement.
Buyer S Product will be deactivaled do th.e Wireless network and me longer operational should Buyer not keep payment on their account current,
8) Tlul term of this.Agrrasme ntis fora period of twelve (1Z)ttiunthscommancing upDn It,"Praductal'ipprnrt,frpmSeller to Eluyer. I f Buyer eE"acts to coracefal any time,
no payments or credits will by issued. Sallrr(wt'Ill nci:tify Buyer60-0 drays prior to the term expiring for Btiyor tn"confintrrf they will ccanlin ur: the agreement for another
twrilve (12) months. Huywcan cancel the agreement providing thidyo: Q) ealendat days wriftr 0 nolicra to sailor priorto file tornaexpiratiorrdate.. It there, is no spac[tic
ntaticsc:+ofo,3ncMpr,ticln, the Boyerwilltie invoiced for ari4id titionafyearof Sarviu atntil e cell lme as the maximum lcatc,t ranskieratiara amount of $5.00ir Is'reached,
t32ay.(�rwill have ntiot(ig,lliorllepityoffdStllerwU[h�tveftpotlli ationtoprovide,goodsandservicesthatwouldresultinexceedingtills$5,000costcap.
etic,r"lay terminate.this Agreanient; without causo, upon thirty (30)cada lrnrdays sVtiilon n,atico to the Scayur.
9) Pursuant to 381's Product End or Liar policy, 331 may dLsdontillue sefliny a prodtn.l at any Iltnta. 3SI will proactively tratity alicacted customers at any product
tfi .caruinu anCe and if applicable. suitable ,pmd uct tt;l)t'aC40I nests rivty be offarud JSl m3c+rgtes th e right lo" no tia l f t,r '�uitrrUle rr;p [,ic.ralnerils far a dlsconi lm a nd preiCfucL
e-ustomerswith leased prod uclWill be provided an iplian to replace their prod url with a suttabtr auplacr mt7ril Il F.Ot, fills wi thin Mira Irinm of tat it uxriCt rod lea e
agrearnont.'Customers,rhOosliir0tomlairiProducist_hathaveInachodFndurLifemustfellowresporastbfed15P s�pfsaaedt�ssillaccurdancawilfYlordLind nalianai
.M,gulations. ISI will notbe.heid responsible for any illegal rilsposot. Customers should 'checkwith kocal waste manal3(-,m'ent_for crurent Lithium-lon ballery, lok,
Stnake, dyca:end 13as.disposal guidcrlineS. Fcsrru.tilaerdeta.its, rrfgatding 3St's Product End of Life policy, visit wvnv.3sisecurity,com.
10) Buyer acknowledges that product is designed for self -installation and service and
roquiresregular6allerychargingallhefrequencylisledirilheproducluserguide.
Necessary:
vauiing.fnalertals are providIed and Buyer may receive ingL)IIativn and servicesupport via Sriller's wppurl center. Buyer may elect lull service installation and(ar service whit is
offered at Seller's then currort published Service rates a2W includes training of Buyer's desiltrtated usvrs, Buyer acknowledges tlp4ignaled users not presental llie time of training
writ be the s❑le responsibility of Buyer to train.
1 1 } Arty applicable sales, use, ext iso, public utility or other f axes, flies o rrVi: - torV casts will hO r tr arrl(.9t1 by stillef to fluyerms permitted or ri?quiCutl by law, if f3uy r
s ear ntfal Irnrrvja aymT.a
enl of any taxes. an Original x Exempt poturnenrn l utit bra pfOvrffti(l to xr:Ik.r wdit,tlii.r Axx;Girtt d AcJrPerriena:
12.) BUY F-R EXPRESSLY UNDERS]ANOS AND AGRE:FS Tt IAT I l' HAS NO CONTRAC 1'UItL 141 l A 1`10NSI 11P THROUGH THIS ACRE EMF.N1' WITII TFIR
UNt1FitI.,YItdG W li{EI ESS Sl�RVICE PROVIDER OR 11 S AFFILIATES OR CON P' AC:lORS AND.. I HA I OtJYl It IS NOT A tT fill[? PARTY 131= NEf IC IARY OF
ANY AGREEMENT BETWEEN SELLERANOTHE LJNDERLYiNC;I:,.Af�Rf.R,iNi\Irl)llON.1SltYERACKNOW1FiJt;el:;A.NDA(.;Idkf�.,, 1IFhTfHF I.IND;RI.YlNC3
CARRIER AND ITS AFFILIATES ANDC:ONTtTACTORS SHALL I-IAVi- NO LE:CAt , E0I)ITARtJ--,, OR OTI ILP LIh1311It"Y OF ANY KiND Ic) auyl;f� AN[.) BUYER
HEREBY WAIVES ANY. AND ALL CLAIMS OR DEMANDS THEREFORE,
iCK - ; Sf.f'SA fond— f.F"0 Divisiwr - PD VERSION