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HomeMy WebLinkAbout26-0504 Motorola Solutions PURCHASE AGREEMENT 1 THIS AGREEMENT is hereby made and entered into this 45t day of 1 _ 2026, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City")and Motorola Solutions, Inc., 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: 1. PURCHASE.City shall purchase and Seller shall sell the goods and/or services to the City as described in the one (I) page proposal, dated March 10, 2026, Proposal No. R408571, 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 in this Agreement and either Attachment A, or any portion thereof, 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 Motorola Solutions, Inc., do registered agent C T Corporation System, 208 South LaSalle Street, Suite 814, Chicago, IL 60604 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,including the terms referenced in Attachment A,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 Five Thousand and Two Hundred Dollars ($5,200.00) 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.This Agreement shall be fora one(1)year term from April 1,2026 through March 31, 2027. Upon written agreement, under similar terms and conditions, this Agreement may be renewed for additional successive one-year terms. 12.TERMINATION.Seller shall deliver the goods and/or services as described in paragraph 1 above within thirty (30) days of the effective date of this Agreement first set forth above. Notwithstanding any other provision hereof, the City may terminate this Agreement at any time upon fifteen(15) days prior written notice to the Seller. In the event that this Agreement is so terminated, the Seller shall be paid for services actually performed and reimbursable expenses actually incurred prior to termination. 13. 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. 14. INDEMNIFICATION.To the fullest extent permitted by law, Seller agrees to and shall indemnify, defend and hold harmless the City, its officers, employees,boards and commissions from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual third-party claim, demand, action, or proceeding ("Claim") for personal injury, death,or direct damage to tangible property to the extent caused by Seller's negligence, gross negligence or willful misconduct while performing its duties under this Agreement, except to the extent the claim arises from City's negligence or willful misconduct. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify,defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. Seller's duties under this Section 14—Indemnification are conditioned upon: (a) City promptly notifying Seller in writing of the Claim; (b) Seller having sole control of the defense of the suit and all negotiations for its settlement or compromise to the extent allowed by applicable law; and (c) City cooperating with Seller and,if requested by Seller, providing reasonable assistance in the defense of the Claim. 15. WARRANTY. All applicable warranties, including but not limited to any and all applicable manufacturer's warranties, and warranties of merchantability, are included as part of this Agreement, and shall apply to all goods, accessories, components, and services to the benefit of the City. 2 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. TIME IS OF THE 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. CI LGIN MOTOROLA SOLUTIONS, INC. David Redus Richard G. Kozal, City Manager Print Name SAttest: Si ture Sr. Manager lty C rk Title Legal Dept\Agreement\Motorola Solutions Purchase Agr-Callyo-3-27-26.docx 3 ATTACHMENT A MOTOROLA SOLUTIONS PROPOSAL #R408571 DATED MARCH 10, 2026 4 INVOICE #R22677 a Hawes Sduxro Please note that our remittance address has changed: Remit Payment To: Callyo 2009 Corp. Elgin Police Department P.O. Box 843539 Attn: Accounts Payable Dallas, TX 75284-3539 150 Dexter Court Elgin IL 60120 TIN: 27-5470905 PO Number: N/A DUNS: 969239529 UEI: FPKEMKS2G6D3 Renewal Specialist: Ray DiMatteo Proposal Reference Number: #R408571 Phone: 615-492-2856 Performance Period:4/1/2026-3/31/2027 Invoice Issued:April 28th, 2026 Email: ray.dimatteo@motoroiasolutions.com Terms: Net 30 Description Months Unit Price Quantity Total Callyo Plus 12 $4,920.00 Up to 5 Users 24/7 Support and Web-based Training $280.00 1 $280.00 Note: Renewal Option: User-based pricing. Total: 55,200.00 Easy Payment Options Pay by Credit Card: htlps://callyo.com/invoice/40E756F1-F921-4404-AB05-67A1686FABF4 Pay by Check: Questions Regarding Payment: Please write"Invoice#R22677" in the memo and Email: callyoar@motorolasolutions.com make payable to: "Callyo 2009 Corp." P.O. Box 843539 Dallas, TX 75284-3539 Pay by ACH: General Questions: Bank Name: Bank of America Call: 866-800-1235 Account Name: Callyo 2009 Corp Account Number:4451714491 EFT Routing Number: 111000012 Any sales transaction resulting from Callyo's quote is based on and subject to Callyo's License&Services Agreement,notwithstanding terms and conditions on purchase orders or other Customer ordering documents.Callyo's License&Services Agreement is found at htlpsJ/callyn_cnmtlicen .eagreement.