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18-80 i Resolution No. 18-80 RESOLUTION AUTHORIZING EXECUTION OF PURCHASE AGREEMENT WITH SHI INTERNATIONAL CORP. REGARDING THE PURCHASE OF GETAC TABLET PERSONAL COMPUTERS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute purchase agreement on behalf of the City of Elgin with SHI International Corp. regarding the purchase of 19 Getac tablet personal computers and related equipment, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: July 25, 2018 Adopted: July 25, 2018 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 25 day of July , 2018, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City")and SHI International Corp., a New Jersey corporation(hereinafter referred to as"SHI"). 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. City shall purchase, and SHI shall sell to City the goods and/or services described by Attachment A,attached hereto and made a part hereof. 2. This agreement shall be subject to the terms and conditions contained herein and as provided by Attachment A. 3. 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. SHI 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 SHI agrees that service by first class U.S. mail to Jenna Criscuolo, 290 Davidson Avenue, Somerset, NJ, 08873 shall constitute effective service. 4. There shall be no modification of this agreement, except in writing and executed with the same formalities of the original. 5. City shall pay a total sum of $73,864.00 within thirty (30) days of delivery or city's receipt of invoice, whichever is later. The aforementioned total sum is inclusive of all freight, shipping and applicable taxes. 6. 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. 7. SHI 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. 8. 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 reminder of this Agreement shall remain in full force and effect. 9. Notwithstanding any other provision of this agreement, it is expressly agreed and understood that in connection with the performance of this agreement, SHI 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 and legal status of employees. Without limiting the foregoing, SHI hereby certifies, represents and warrants to the City that all of SHI'S employees and/or agents who will be providing products and/or services with respect to this agreement shall be legally authorized to work in the United States. SHI shall also, at its expense, secure all permits and licenses, pay all charges and fees, and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this agreement. The City shall have the right to audit any records in the possession or control of SHI to determine SHI'S compliance with the provisions of this section. In the event the City proceeds with such an audit, SHI shall make available to the City SHI'S relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 10. 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. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail 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 fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. 11. In the event of any conflict between the terms and provisions of this purchase agreement and Attachment A hereto, the terms and provisions of this purchase agreement shall control. 12. 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. 13. Transfer of title and risk of loss shall transfer to City upon delivery at City's designated delivery site. 14. All delivery costs shall be borne solely by SHI. 15. Delivery shall be provided on or before August 31, 2018. 16. Warranty. SHI is a value added reseller of products, which include third party computer hardware, computer software, and IT services, not the original equipment manufacturer("OEM") or licensor, and therefore disclaims any warranty responsibility regarding product provided under this Agreement. SHI shall forward the warranties to the City which are provided to SHI from the OEM of the product, and to the extent granted by the OEM, the City shall be the beneficiary of the OEM's warranties with respect to the product. SHI is not a party to any such terms between the City and OEM and the City agrees to look solely to the OEM for satisfaction of any and all warranty claims related to that OEM's product. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND/OR ANY ORDER ISSUED HEREUNDER, CONTRACTOR HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES OR PRODUCTS. THE 2 DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY WARRANTY PROVIDED BY AN OEM. 17. Return Policy. All returns for products purchased under this agreement are subject to SHI's return policy located at: www.shi.com/retumpolicy. 18. Force Majeure. Neither Party to this Agreement shall be liable to the other to the extent any failure or delay in performing its obligations hereunder, or for any loss or damage resulting therefrom, is due to: (1) acts of God or public enemy, acts of government, riots, terrorism, fires, floods, strikes, lock outs, epidemics, act or failure to act by the other Party, or unusually severe weather affecting the City, SHI or its subcontractors, or (2) causes beyond their reasonable control and which are not foreseeable (each a "Force Majeure Event"). In the event of any such Force Majeure Event, the date of delivery or performance shall be extended for a period equal to the time lost by reason of the delay. 19. Limitation of Liability. A. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF OR DAMAGE TO DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. B. EITHER PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHER THEORY, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID OR PAYABLE BY THE CITY TO SHI UNDER THIS AGREEMENT FOR THE YEAR PREVIOUS TO THE INCIDENT WHICH GAVE CAUSE FOR SUCH LIABILITY. THE CITY ACKNOWLEDGES THAT SUCH AMOUNT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT SHI WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. CITY OF SHI INTERNATIONAL CORP. 1 Kristina Mann Richar ozal, City ManaPrint Name Atte ger -&� nkw"- City Clerk U Signature Sr. Contract Specialist Title FAUgal Dept\Agreement\Purchase Agreement-Shi Intemational-7-6-18.docx 3 ATTACHMENT A Pricing Proposal Quotation* 15332687 Created On: 14.05.2018 Valid Until: 31.05.2018 City of Elgin IL Inside Account Manager Brian Domaracki Jenna Criscuolo [L 290 Davidson Ave. Ukraine Somerset,NJ 08873 Phone: Phone:(888)591-3400 Fax: Fax: Email: domaracki_b@cityofelgin.org Ernail: illinoisSLG@shi.com All Prices are in US Dollar(USD) Product Qty Your Price Total 1GETAC:A140 Basic,Intel Core i5-62000 Processor 2.3GHz,(No 19 $2,166.00 $41,154.00 Webcam),Win7x64+8GB,OPAL 2.0 128GB SSD,SR(Full HD IPS+Touch),US Power Cord,Wifi+BT,3 Year Warranty B2B Getac-Part#:AE22CQQAXDXX Contract Name:Open Market Contract#.Open Market 2 BUMPER-TO-BUMPER+EXTENDED WARRANTY-TABLET(YEAR 1,2,3,4&5) 19 $519.00 $9,861.00 Getac-Part#:GE-SVTBNFXSY Contract Name:Open Market Contract#: Open Market 3 GETAC:A140 Havis Vehicle Docking WI Bracket(Include 120W vehicle adapter) 24 $695.00 $16,680.00 Getac-Part#:OHHGTC802 Contract Name:Open Market Contract#:Open Market 4 GAMBER JOHNSON LLC:TABLET DISPLAY MOUNT FOR 1NDEPENDANT ROTATION. 13 $49.00 $637.00 Accepts prcduct with VESA hole pattern, Use with(7160-0758)Independent Rotation keyboard/Display Mount, (7160-0220)Mongoose,and new Quick Release Keyboard Tray (7160-0757) to form Gamber-Johnson-Part#:7160-0761 Contract Name:Open Market Contract#:Open Market 5 GAMBER JOHNSON LLC:Gamber-Johnson Flat Horizontal Surface Base 4 $27.00 $108.0c Gamber-Johnson, LLC.-Part#: DS-56 Contract Name:Open Market Contract#:Open Market 6 HAMS,INC.:DEVMT,MNTR,DSH,S0,ESRS,09-14 7 $213.00 $1,491.00 Havis-Part#. C-DMM-117 Contract Name:Open Market Contract#:Open Market 7 HAVIS,INC.:DEVMT,MNTR,DSH,S0,F150,F250,2017, 1 $241.00 $241.00 Havis-Part#: C-DMM-133 Contract Name:Open Market Contract#:Open Market 8 GETAC:KIT,ACTADP,TS,DEVMT,SP 8 538.00 $304.00 Getac-Part#:C-MM-306-MEN Contract Name:Open Market Contract#:Open Market 9 Havis C-ADP-110-Mounting component(bracket adapter)-steel-black powder 2 314.00 $28.00 coat Havis-Part#:C-ADP-110 Contract Name:Open Market Contract#:Open Market 10 Havis C-UMM-101 -Mounting component(mounting base, universal mount)for 2 $46.00. $92.00 monitor-in-car Havis-Part#:C-UMM-101 Contract Name:Open Market Contract#:Open Market 11 GETAC:MODEL KBA-BLTXR-UCNNR-US DESCRIPTION:83 KEY,RUBBER, 19 $172.00 $3,268.00 BACKLIT,TOUCHPAD,USB,COILED CORD Getac-Part#:590GBL000177 Contract Name:Open Market Contract#:Open Market Total $73,864.00 Additional Comments Thank you for choosing SHI International Corp!The pricing offered on this quote proposal is valid through the expiration date listed above.To ensure the best level of service,please provide End User Name, Phone Number, Email Address and applicable Contract Number when submitting a Purchase Order. For any additional information including Hardware,Software and Services Contracts, please contact an SHI Inside Sales Representative at(888)744-4084. SHI International Corp.is 100%Minority Owned,Woman Owned Business, TAX ID#22-3009648;DUNS#61-1429481;CCR#61-243957G;CAGE 1HTF0 The Products offered under this proposal are subject to the SHI Return Policy posted at www.shi.com/returnoolicv, unless there is an existing agreement between SH/and the Customer.