HomeMy WebLinkAbout26-0205 3SI Security Systems u�..0�yn cuvo,upc n. LOW IJ ID9G-ou(.raio Innvru.i�I
PURCHASE AGREEMENT
THIS AGREEMENT is hereby made and entered into this 5 day of
February _ 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, din
CovcrtTrack (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 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 a part 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. 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 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. 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 hay otherwise be entitled pursuant to law, including, but not limited to, pursuant to the
Local Government Prompt Payment Act (50 1LCS 505/1, et seq.), as amended, or the Illinois
Interest Act (81.5 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive
any expiration, completion and/or termination of this Agreement.
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7. SEVERABILI I'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 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 ANI) 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 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. 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.
12. TRANSFER OF TITLE/RISK. Transfer of title,and risk of loss shall pass to the
City upon delivery and installation of the goods.
13. 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
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 bold harmless, such action shall be defended by legal counsel of the City's choosing.
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.
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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. 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.
17. LIMITATION OF ACTIONS. The Parties hereto agree that any action by the
Seller arising out of this Agreement must he filed within one year of the date the alleged cause of
action arose or the same will be time-barred.
18. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement.
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.
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.
3S1 SECURITY SYSTEMS, INC. CITY OF ELGIN
Keith Deaton 1/0/0/6--CtY4
Print Name Richard G. Kozal, City Manager
Arno
Attest:
...3,nsan«a
Signature
C*Z7 - _ .
_CEO/C44_.
City Clerk
Title
101 Lindenwood Drive,Suite 200 I Malvern, PA 19355 13st.com
jami Note: Our address has changed
QUOTE
quote #:38158 - 1 Date:10/09/2025
SILL TO; SHIP TO:
:Igin PD - IL If blank, same as Bill To
51 Douglas Ave, Elgin, IL 60120, United
;tates
>haun Schroeder Send tracking information to:
;GT shaun.schroeder@elginil.gov
147-289-2692
:haun.schroeder@elginil.gov
1 have reviewed the above billing and shipping information 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 ,{jam(
..,i'✓/'ar' r fl t �• 7 �~ } + ,.: �� 'rtr.•�fa.r=�O 'ied�:7? Quantity
s R
TD89200025 - CovertXplore AT&T $250.00 6 $1,500.00
ATS - Tracking Service: CovertXplore $360.00 6 $2,160.00
S&H - Shipping & Handling (Ground) $65.00 1 $65.00
—
Subtotal: $3,725.00
"I ax: $0.00
Total. $3.725.00
• Please reference Terms and nditions below.
JSTOMER SIGNATURE! _ DATE: • � V _ 2 ce
TERMS AND CONDITIONS
Miscellaneous
,+) This Agreement rontaiiis all of the terms and conditions of sale and purchase of the ESO System named heron+(the Parried)and ronsldutes the complete
understanding of the parties with respect thereto.No modification.extension or release from any provision hercol shall be c!tested by mutual agreement.
acknowledgment acceptance of purchase order or shipping instruction towns.or otherwise.unless the sane!shall be in writing designated as an amendment
hereto and signed by the party to be bound. Furthermore, this order can be accepted ally in accorctanc.e with the terms hereol
b) No waiver by either Seller or Buyer with respect to any breach or default or of any right or tenuity .Ind no soursr of dealing shall be deemed to constitute a
continuing waiver of any other broach or default or of any other nghl or remedy,unless such waiver is expressed in writing signed by the party to be bound.
c) This Agreement and performance heretnder shall be construed and governed by the taws of the Conni+ouiw alth ul Pennsylvania and Buyer hereby consents to
the exclusive jurisdiction of any slate or federal court located wrlhn the County of Chester,Conunonwctilth of Prnnsylvama and irrevocably agrees that all actions
or proceedings arising wit of or relating to this agreement shall be litigated in such cnuns Buyer accept!,tor arid itself ft enendly and unconditionally the p rnale.bon
of the aforesaid courts and waives any delnnseol forum non ronveniens.and irrevocably agrees In be hnurvl by any lodgn+eet renewed thereby in eonnertino with
this Agreement 13uyer agrees to be board accept scrv,re served oycoddled nail return receipt requeslod mailed to the address ondiralert above or Ihr flu
the right to serve process lei any other manner permitted by law.
7) Buyer shall only lisle the Product,or penrnl the Product to be used by a flied party,fur the protection of nannmete physical asset%and in accordance with the
unsbuclens,training manuals arid training provkled by Seller and in the normal curium of Buyer's,or end users.business.Under no cecurrlslances will Seller be
liable to for any damages resulting from Buyer's use of the Product for any other purpose Buyer we indemnify and hold harmless Seller for any Bairns from third
parties resulting from Buyer's use of Product,or Buyer's permission for another pally to use the Product.for any other purposes Product Is miry to b e used in the
wintry of purchase or country of intended rise.Additional charger;,may apply and performance may be impacted whorl use el in non cwidiiod or non•approved
countries orlornlones
3) Each piny(inckrdrtg al alfdialus,government entitles and subewrbactors)agrees that inlonnalKm concerning(he other pa rty's busmess,including products and
services,is"Confidential Information'and propnoiary to that party and shall be maintained in conbdenco and not disclosed,used or dupkcatod,without the written
consent of either party.Nothing in this provision is Intended to or wit limit Buyer's ability to release information as rug uired by law.Including but not tinted to release
oformationwhenrequestedtindertheCaliforniaPudicRecordsActordirectedbyr.ourlorder,Buyerw endeavor 10,hut is not required to,provide notice to Seller
in advance Of any release of internee ion.However,Sehlorwhen marketing its products and services to third parties,may disclose information concerning Iho Buyer's
use and experience with the product and services,pmvidod the Buyer's name and identifying details are redacted.Buyer adcnowkedges Ihat effective use of the
product and services requires that their use be coved;Buyer agrees not to advertise or notify the public of its use of the products and services.
4) Subject In the limitation of paragraph 5. Seller warrants Idle to the Product and that the Product sold hereunder is free of defects in workmanship and rwienar
provided,however,that such warranty shuts be effective for one(1)calendar year alter the Product ships to the Buyer.Should Buyer modify or mistreat the Product it
any way,the warranty we be immediately voided.Buyer shall give notice of any claim for breech of warranty to Seller within thirty(30)calendar days of such tine as
Buyerdietbvers or otherwise becomes aware of such broach.Failure of Buyer to give notice of any claim within such lime period shall be deemed an absolute and
unconditional waiver of such claim The product delivered hereunder shall be produced In compliance with the United States Fair Labor Standards Act of 1938,as
amended.SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND,EXPRESS OR IMPLIED,AS TO MERCHANTABILITY,FITNESS
FOR A PARTICULAR PURPOSE,OR ANY OTHER MAT 1 ER WITH RESPECT TO THE PRODUC f.whether used alone or in combination with other products.Any
suggestions made by Solerconcoming uses or applications of said Product reflect Seller's opinion only,and Seller makes no warranty of results to be obtained.
SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY,EXPRESS OR IMPLIED,THAT THE PRODUCT WILL•(a)PREVENT THE CRIME OF A ITEM OF VALUE
OR AGAINST A PERSON FROM,OR THE LOSS OF TI IE ITEM OF VALUE BY,THE BUYER;(b)RESUL T IN THE APPREHENSION OF ANY INDIVIDUAL;
ANCHOR,(c)RESULT IN THE RECOVERY OF THE ITEM OF VALUE REMOVED FROM THE BUYER'S OR ANOTITER PARTIES PREMISES IN THE COURSE
OF,OR AS A RESULT OF,ANY EVENT GIVING RISE THERETO.It is understood and agreed by Buyer that Buyer shall reimburse Seller al Seller's standard rates
for service calls by Seller during the warranty period or thereafter necessitated by Buyer error or misuse in connection with the product.
rr) Soler shall riot be Sable for any deficiency in performance caused in whole or in pad by ad or omission of an undedyng carrier or service provider,dealer,equipment
or unit failure,lack of coverage or capacity,equipment or locality upgrade or nwdilicalhon,acts of God,stnkes,fire,terrorism,war,riot,emergency,government
actions,equipment or causes beyond Sollars reasonable con►ol,including without limitation the failure and functionality o!third-party location services(but expressy
excluding any failure of the,in warranty,CPS hardware provided try Seller Seller's maximum liability forfaikure of setters GP S hardware shall in no event exceed the
purchase price of the hardware and at Ueo election of tare Solarshal be the repairer replacement of sand hardware).Seller shall riot be liable for any failure related to
Buyer's law enforcement activities,Including but not limited to:(a)surveillance;(b)apprehension of indivktuals;and(c)recovery of money and/or other items.
SELLER SHALL IN NO EVENT BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL,INDIRECT OR INCIDENTAL DAMAGES,
INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS,LOSS OF BUSINESS INVESTMENT,LOSS OF GOODWILL,INTERFERENCE WITH BUSINESS
RELATIONSHIPS,OR FOR INJURY OR DEATH ARISING IN CONNECTION WITH THE PRESENCE,USE OR NON-USE OF ANY EOUIPMENT,EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.SELLER SHALL NOT BE LIABLE IN THE EVENT THAT THE PRODUCTS OR ANY DEFECT THEREIN
CAUSE ANY DAMAGE TO OR FAILURE OF OTHER EQUIPMENT.THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO THE EXTENT THAT IT
IS ILLEGAL OR UNENFORCEABLE UNDER APPLICABLE LAW.
6) Seller agrees to indemnify and hold Buyer harmless fromtiability for costs and damages awarded against Buyor for infringement of any United Stales patent claims
covering the
Product in the form in which furnished hereunder,provided that such liability results from Buyer's use of the Product and provided that Buyer has given Seller prompt notice of any
suit for infringement brought against Buyer and has offered Seller the opportunity to defend and control such suit.In no event shah Seller be liable for the use of the Product
furnished hereunder in combination with other products.
7) As consideration for the purchase of the above described Product,the Seller agrees to still and the Buyer agrees to buy the Product as sal forth above for the price
Mere slated for installation at the kecationalso set forth above.Invoice will be general ed upon shipment of device to Buyer.Payment shall be made in full thirty(30)
days from date of receipt of invoice unless otherwise slated Prices are valid for thirty(30)calendar days from dale shown on the reverse side of this Agreement.
Buyer's Product wil be deactivated on the wireless network and no longer operational should Buyer not keep payment on their account currant.
H) The term of this Agreement is for a period of twelve(12)nentlis commencing upon the Product shippng from Seller to Buyer.If Buyer elects to cancel at any time,
no payments or credits will bo issued.Seller will notify Buyer 60-90 days prior to the term expiring for Buyer to confirm if they wit continue the agreement for another
twelve(12)months.Buyer can cancer lire agreement providing thirty(30)calendar days welters notice to Seller prior to the term expiration date.If there is no specific
notice of cancellation,the.Buyer will be invoiced for an additional year service until such time as the maximum total consideration amount of$5,000 is reached,
Buyer will have no ot(igaliort to pay and Seller will have no obligation to provide,goods and services that would result in exceeding this$5,000 cost cap.
Seller may terminate this Agreement,without cause,upon thirty(30)calendar days'written notice to tho Buyer.
9) Pursuant to 3SI's Product End of Lilo policy,3SI may discontinue setting a product al any limo.3SI will proactively notify affected customers of any product
discontinuance and if applicable,suitable product reptacolnoels maybe offered.3SI reserves the right to not elfur suitable replacements for a discontinued product
Customers with leased product will bo provided an option to replace their product with a suitable replacement it EOI,falls within the term of their executed Buse
agreement.Customers choosing to retain products that have reached Endof Life must follow responsible disposal procedures in accordance with local and national
regulations.3SI will nor be held responsible for any illegal disposal.Customers should check with local waste management for current Lithium-Ion battery,ink,
smoke,dye arid gas disposal guidelines.For further details regarding 3S1's Product End of Life policy,visit www.3sisecunty,com.
10) Buyer acknowledges that product is designedfor see-installation and service and requires regular battery charging at the frequency listed in the product user guide.
Necessary
training materials are provided and Buyer may receive installation and service support via Seller's suppor I center,Buyer may elect full service instalation and/or service which is
offered at Seller's then current published Service rates and Includes training of ttuyer's designated users.Buyer acknowledges designated users not present at the lime of training
will be the sole responsibility of Buyer to train.
11) Any applicable sales,use,excise,public utility or other luxes,fees or regulatory costs will be charged by Seller to Buyer as permitted or requited by law.If Buyer
is exempt from payment o1 any taxes,an original Tax F.xenrpl Document most he provided to Seller wall thee.executed Agreement.
12) BUYER EXPRESSLY UNDERSTANDS AND AGREES THAT IT HAS NO CONTRACTUAL RELATIONSHIP 1HROUGH THIS AGREEMENT WITH THE
UNDERLYING WIRELESS SERVICE PROVIDER OR ITS AFFILIATES OR CONTRACTORS AND THAI BUYER IS NOT A THIRD PARTY BENEFICIARY Or
ANY AGREEMENT BETWEEN SELLER AND THE UNDERLYING CARRIER.!NAM TION.BUYER ACKWOWI.EDGES AND AGRFE S THAT THE UNDERLYING
CARRIER AND ITS AFFILIATES AND CONTRACTORS SHALL HAVE NOLEGAI,COUI TAM F1,OR OTIB:R LIABII ITY OF ANY KIND 10 BUYER AND BUYER
HEREBY WAIVES ANY AND ALL CLAIMS OR DEMANDS THEREFORE.
ICK•3SI PSA(ono—LED Division•PD VERSION