HomeMy WebLinkAboutIndependent Contractor Agreement with The Security Group for Security System Installation Services
AGREEMENT
FOR
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INDEPENDENT CONTRACTOR SERVICES
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THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 1St day of
February , 2008, and entered into by and between the City of Meridian, a municipal
corporation organized under the laws of the State of Idaho, hereinafter referred to as "CITY",
33 East Idaho Avenue, Meridian, Idaho 83642, and The Security Group, inc., hereinafter
referred to as "CONTRACTOR, whose business address is 357 E. Watertower Ln, Suite A
and whose Public Works Contractor License # is 12977 .
INTRODUCTION
Whereas, the City has a need for services involving Securit S stem
Installation Services; and
WHEREAS, the Contractor is specially trained, experienced and competent to
perform and has agreed to provide such services;
NOW, THEREFORE, in consideration of the mutual promises, covenants,
terms and conditions hereinafter contained, the parties agree as follows:
TERMS AND CONDITIONS
Scope of Work:
1.1 CONTRACTOR shall perform and furnish to the City upon execution of
this Agreement and receipt of the City's written notice to proceed, all services
and work, and comply in all respects, as specified in the document titled "Scope
of Work a copy of which is attached hereto as Exhibit "A" and incorporated
herein by this reference, together with any amendments that may be agreed to
in writing by the parties.
1.2 All documents, drawings and written work product prepared or produced
by the Contractor under this Agreement, including without limitation electronic
data files, are the property of the Contractor; provided, however, the City shall
have the right to reproduce, publish and use all such work, or any part thereof,
in any manner and for any purposes whatsoever and to authorize others to do
so. If any such work is copyrightable, the Contractor may copyright the same,
except that, as to any work which is copyrighted by the Contractor, the City
reserves aroyalty-free, non-exclusive, and irrevocable license to reproduce,
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publish and use such work, or any part thereof, and to authorize others to do
so.
1.3 The Contractor shall provide services and work under this Agreement
consistent with the requirements and standards established by applicable
federal, state and city laws, ordinances, regulations and resolutions. The
Contractor represents and warrants that it will perform its work in accordance
with generally accepted industry standards and practices for the profession or
professions that are used in performance of this Agreement and that are in
effect at the time of performance of this Agreement. Except for that
representation and any representations made or contained in any proposal
submitted by the Contractor and any reports or opinions prepared or issued as
part of the work performed by the Contractor under this Agreement, Contractor
makes no other warranties, either express or implied, as part of this Agreement.
1.4 Services and work provide by the contractor at the City's request under
this Agreement will be performed in a timely manner in accordance with a
Schedule of Work, which the parties hereto shall agree to. The Schedule of
Work may be revised from time to time upon mutual written consent of the
parties.
2. Consideration
2.1 The Contractor shall be compensated on a time and
Lump Sum basis as provided in Exhibit B "Payment Schedule" attached hereto
and by reference made a part hereof.
2.2 The Contractor shall provide the City with a monthly statement, as the
work warrants, of fees earned and costs incurred for services provided during
the billing period, which the City will pay within 30 days of receipt of a con'ect
invoice and approval by the City. The City will not withhold any Federal or
State income taxes or Social Security Tax from any payment made by City to
Contractor under the terms and conditions of this Agreement. Payment of all
taxes and other assessments on such sums is the sole responsibility of
Contractor.
2.3 Except as expressly provided in this Agreement, Contractor shall not be
entitled to no receive from the City any additional consideration, compensation,
salary, wages, or other type of remuneration for services rendered under this
Agreement., including ,but not limited to, meals, lodging, transportation,
drawings, renderings or mockups. Specifically, Contractor shall not be entitled
by virtue of this Agreement to consideration in the form of overtime, health
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insurance benefts, retirement benefits, paid holidays or other paid leaves of
absence of any type or kind whatsoever.
3. Term:
3.1 This agreement shall become effective upon execution by both parties,
and shall expire upon (a) completion of the agreed upon work, (b) September
30, 2008 or (c) unless sooner terminated as provided below or unless some
other method or time of termination is listed in Exhibit A. This Agreement shall
terminate automatically on the occurrence of (a) bankruptcy or insolvency of
either party, or (b) sale of Contractors business.
3.2 Should Contractor default in the performance of this Agreement or
materially breach any of its provisions, City, at City's option, may terminate this
Agreement by giving written notification to Contractor.
3.3 Should City fail to pay Contractor all or any par of the compensation set
forth in Exhibit B of this Agreement on the date due, Contractor, at the
Contractor's option, may terminate this Agreement if the failure is not remedied
by the City within thirty (30) days from the date payment is due.
3.4 This Agreement shall terminate automatically on the occurrence of any
of the following events:
a. Bankruptcy of insolvency of either party;
b. Sale of Contractor's business; or
c. Death of Contractor
4. Termination:
If, through any cause, CONTRACTOR, its officers, employees, or agents fails
to fulfill in a timely and proper manner its obligations under this Agreement,
violates any of the covenants, agreements, or stipulations of this Agreement,
falsifies any record or document required to be prepared under this agreement,
engages in fraud, dishonesty, or any other act of misconduct in the
performance of this contract, or if the City Council determines that termination
of this Agreement is in the best interest of CITY, the CITY shall thereupon have
the right to terminate this Agreement by giving written notice to CONTRACTOR
of such termination and specifying the effective date thereof at least fifteen (15)
days before the effective date of such termination. CONTRACTOR may
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terminate this agreement at any time by giving at least sixty (60) days notice to
CITY.
In the event of any termination of this Agreement, all finished or unfinished
documents, data, and reports prepared by CONTRACTOR under this
Agreement shall, at the option of the CITY, become its property, and
CONTRACTOR shall be entitled to receive just and equitable compensation for
any work satisfactorily complete hereunder.
Notwithstanding the above, CONTRACTOR shall not be relieved of liability to
the CITY for damages sustained by the CITY by virtue of any breach of this
Agreement by CONTRACTOR, and the CITY may withhold any payments to
CONTRACTOR for the purposes of set-off until such time as the exact amount
of damages due the CITY from CONTRACTOR is determined. This provision
shall survive the termination of this agreement and shall not relieve
CONTRACTOR of its liability to the CITY for damages.
5. Independent Contractor:
5.1 In all matters pertaining to this agreement, CONTRACTOR shall be
acting as an independent contractor, and neither CONTRACTOR nor any
officer, employee or agent of CONTRACTOR will be deemed an employee of
CITY. Except as expressly provided in Exhibit A, Contractor has no authority or
responsibility to exercise any rights or power vested in the City and therefore
has no authority to bind or incur any obligation on behalf of the City. The
selection and designation of the personnel of the CITY in the performance of
this agreement shall be made by the CITY.
5.2 Contractor, its agents, officers, and employees are and at all times
during the term of this Agreement shall represent and conduct themselves as
independent contractors and not as employees of the City.
5.3 Contractor shall determine the method, details and means of performing
the work and services to be provided by Contractor under this Agreement.
Contractor shall be responsible to City only for the requirements and results
specified in this Agreement and, except as expressly provided in this
Agreement, shall not be subjected to City's control with respect to the physical
action or activities of Contractor in fulfillment of this Agreement. If in the
performance of this Agreement any third persons are employed by Contractor,
such persons shall be entirely and exclusively under the direction and
supervision and control of the Contractor.
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6. Indernrgifecafii®n anti Insa~rauvice:
CONTRACTOR shall indemnify and save and hold harmless CITY from and for
any and all losses, claims, actions, judgments for damages, or injury to persons
or property and losses and expenses and other costs including litigation costs
and attorney's fees, arising out of, resulting from, or in connection with the
performance of this Agreement by the CONTRACTOR, its servants, agents,
officers, employees, guests, and business invitees, and not caused by or
arising out of the tortuous conduct of CITY or its employees. CONTRACTOR
shall maintain, and specifically agrees that it will maintain, throughout the term
of this Agreement, liability insurance, in which the CITY shall be named an
additional insured in the minimum amounts as follow: General Liability One
Million Dollars ($1,000,000) per incident or occurrence, Professional Liability
One Million Dollars ($1,000,000) per incident or occurrence, Automobile
Liability Insurance One Million Dollars ($1,000,000) per incident or occurrence
and Workers' Compensation Insurance, in the statutory limits as required by
law.. The limits of insurance shall not be deemed a limitation of the covenants
to indemnify and save and hold harmless CITY; and if CITY becomes liable for
an amount in excess of the insurance limits, herein provided, CONTRACTOR
covenants and agrees to indemnify and save and hold harmless CITY from and
for all such losses, claims, actions, or judgments for damages or injury to
persons or property and other costs, including litigation costs and attorneys'
fees, arising out of, resulting from , or in connection with the performance of
this Agreement by the Contractor or Contractor's officers, employs, agents,
representatives or subcontractors and resulting in or attributable to personal
injury, death, or damage or destruction to tangible or intangible property,
including use of. CONTRACTOR shall provide CITY with a Certificate of
Insurance, or other proof of insurance evidencing CONTRACTOR'S compliance
with the requirements of this paragraph and file such proof of insurance with the
CITY at least ten (10) days prior to the date Contractor begins performance of
it's obligations under this Agreement. In the event the insurance minimums are
changed, CONTRACTOR shall immediately submit proof of compliance with
the changed limits. Evidence of all insurance shall be submitted to the City
Purchasing Agent with a copy to Meridian City Accounting, 33 East Idaho
Avenue, Meridian, Idaho 83642.
6.2 Any deductibles, self-insured retention, or named insureds must
be declared in writing and approved by the City. At the option of the City,
either: the insurer shall reduce or eliminate such deductibles, self-insured
retentions or named insureds; or the Contractor shall provide a bond, cash or
letter of credit guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
To the extent of the indemnity in this contract, Contractor's
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Insurance coverage shall be primary insurance regarding the City's elected
officers, officials, employees and volunteers. Any insurance or self-insurance
maintained by the City or the City's elected officers, officials, employees and
volunteers shall be excess of the Contractor's insurance and shall not
contribute with Contractor's insurance except as to the extent of City's
negligence.
The Contractor's insurance shall apply separately to each insured against
whom claim is made or suit is brought, except with respect to the limits of the
insurer's liability.
6.4 All insurance coverages for subcontractors shall be subject to all of the
insurance and indemnity requirements stated herein.
f.5 The limits of insurance described herein shall not limit the liability of the
Contractor and Contractor's agents, representatives, employees or
subcontractors.
6.6
7. fonds: Payment and Performance Bonds are required on all Publics Works of
Improvement Projects over $25,000.00
8. Notices: Any and all notices required to be given by either of the parties
hereto, unless otherwise stated in this agreement, shall be in writing and be
deemed communicated when mailed in the United States mail, certified, return
receipt requested, addressed as follows:
City of Meridian
Purchasing Agent
33 E. Idaho Avenue
Meridian, Idaho 83642
The Security Group, Inc.
Attn: Jeff Kezar
357 E. Watertower Ln. Ste. A
Meridian, ID 83642
Idaho Public Works License #: 12977
Either party may change their address for the purpose of this paragraph by
giving written notice of such change to the other in the manner herein provided.
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9. e4ttorney Fees: Should any litigation be commenced between the parties
hereto concerning this Agreement, the prevailing party shall be entitled, in
addition to any other relief as may be granted, to court costs and reasonable
attorneys' fees as determined by a Court of competent jurisdiction. This
provision shall be deemed to be a separate contract between the parties and
shall survive any default, termination or forfeiture of this Agreement.
10. Time is of the Essence: The parties hereto acknowledge and agree that time
is strictly of the essence with respect to each and every term, condition and
provision hereof, and that the failure to timely perform any of the obligations
hereunder shall constitute a breach of, and a default under, this Agreement by
the party so failing to perform.
11. ~-ssignment: It is expressly agreed and understood by the parties hereto, that
CONTRACTOR shall not have the right to assign, transfer, hypothecate or sell
any of its rights under this Agreement except upon the prior express written
consent of CITY.
12. Discrimination Prohibited: In performing the Work required herein,
CONTRACTOR shall not unlawfully discriminate in violation of any federal,
state or local law, rule or regulation against any person on the basis of race,
color, religion, sex, national origin or ancestry, age or disability.
13. Reports and Infonmation:
13.1 At such times and in such forms as the CITY may require, there shall be
furnished to the CITY such statements, records, reports, data and information
as the CITY may request pertaining to matters covered by this Agreement.
13.2 Contractor shall maintain all writings, documents and records prepared
or compiled in connection with the performance of this Agreement for a
minimum of four (4) years from the termination or completion of this or
Agreement. This includes any handwriting, typewriting, printing, photo static,
photographic and every other means of recording upon any tangible thing, any
form of communication or representation including letters, words, pictures,
sounds or symbols or any combination thereof.
14. Audits and Inspections: At any time during normal business hours and as
often as the CITY may deem necessary, there shall be made available to the
CITY for examination all of CONTRACTOR'S records with respect to all matters
covered by this Agreement. CONTRACTOR shall permit the CITY to audit,
examine, and make excerpts or transcripts from such records, and to make
audits of all contracts, invoices, materials, payrolls, records of personnel,
conditions of employment and other data relating to all matters covered by this
Agreement.
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15. Publication, Reproduction and flee of Material: No material produced in
whole or in part under this Agreement shall be subject to copyright in the United
States or in any other country. The CITY shall have unrestricted authority to
publish, disclose and otherwise use, in whole or in part, any reports, data or
other materials prepared under this Agreement.
16. Compliance with Laws: In performing the scope of work required hereunder,
CONTRACTOR shall comply with all applicable laws, ordinances, and codes of
Federal, State, and local governments.
17. Changes: The CITY may, from time to time, request changes in the Scope of
Work to be performed hereunder. Such changes, including any increase or
decrease in the amount of CONTRACTOR'S compensation, which are mutually
agreed upon by and between the CITY and CONTRACTOR, shall be
incorporated in written amendments which shall be executed with the same
formalities as this Agreement.
18. Construction and Severability: If any part of this Agreement is held to be
invalid or unenforceable, such holding will not affect the validity or enforceability
of any other part of this Agreement so long as the remainder of the Agreement
is reasonably capable of completion.
19. Waiver of Default: Waiver of default by either party to this Agreement shall
not be deemed to be waiver of any subsequent default. Waiver or breach of
any provision of this Agreement shall not be deemed to be a waiver of any
other or subsequent breach, and shall not be construed to be a modification of
the terms of this Agreement unless this Agreement is modified as provided
above.
20. Advice of Attorney: Each party warrants and represents that in executing this
Agreement. It has received independent legal advice from its attorney's or the
opportunity to seek such advice.
21. Entire Agreement: This Agreement contains the entire agreement of the
parties and supersedes any and all other agreements or understandings, oral of
written, whether previous to the execution hereof or contemporaneous
herewith.
22. Applicable Law: This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Idaho, and the ordinances
of the City of Meridian.
23. Approval Required: This Agreement shall not become effective or binding
until approved by the City of Meridian.
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CITY ®F MERIDIAN
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BY: ~~~~
TAMMY de EERD, MAYOR
Dated: ~@ ,~ ~ ~7~~~
Approved by Council: y-~ ~~'
Attest:
JR., CITY
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Approved as to Content
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The Security Group, In
BY:
Dated: ~-~~ /~~
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BY: C~G~~%
KEITH TTS, PURCHASING AGENT
Dated: ~~,3, (~
Approved as to Form
CITY ATTORNEY
Department Approval
BY:
NAME:~v elo~-- ~- ~d~o~ ~
TITLE: I a`'rl~s ~ ~wu-'~-- ct~.-
Dated: __ 9'/~" w~
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Asttaohmeu~t A
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SPECIFICATIONS /SCOPE OF M/ORK
Equipment at each restroom building,
(1) Digital Video Recorder w/the following requirements:
* 3 year warranty
* Free DDNS server for use with dynamic IP addresses
* MPEG-4 high quality compression, 510 times smaller than MJPEG
* Triplex operation enabling simultaneously view live or playback while
continuing to record ~ network transfer
* Remote monitoring, recording, playback, change system settings and
dome camera control via Ethernet and/or fnternet
* Recording Rate: Up to 60pps
* 1 Channel in out for audio recording
* USB 2.0 port for video clip exporting, supports USB thumb drive.
* Easy software upgrade via Network or USB Thumb Drive
* Multiple built-in dome camera protocol (through RS485): including Pelco
D, Pelco P, AD422, Fastrax, DynaColor, JVC
* Automatic camera detection (Plug $ Play)
* Digital Zoom 2 x 2 in live mode
* Covert camera operation provides enhanced security and administrator
control
* Dynamically programmable recording priority, motion detection, alarms,
and scheduling
* Programmable call-monitor switching sequence
* Up to 30 sec pre-alarm recording
~` USB mouse Support for user-friendly operation
* Multiple language on-screen menus
* Password to secure installation authorization
* Network software supports static IP, DHCP, PPPoE and DDNS
* Network hardware supports 10/100M
* Operating Temperature: 32 degrees F to 104 degrees F
'Y~` HDD size 160GB.
(4) Cameras w/ the following requirements:
~` 520 TV Lines of Resolution
'~ Vandal proof and weatherproof
* 4-9mm Auto Iris Lens
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'~ Dual Voltage (12v or 24v)
True Color
Sony Ex-view
Unique 3 Axis Mounting Bracket
(1) Power Supply w/ the following requirements:
* 4 amp
* 4 individual fused outputs
* 12VDC/24VAC
Cabling Requirements Per Camera (4):
* 50'- RG59, 95% BC nonplenum
* 50'- 18/2 stranded nonplenum
Installation to be at the following locations:
Bear Creek Park
2400 S. Stoddard RD.
Messina Meadows Park
4155 S. Genoard Ave.
Kiwanas Park
2400 E. Three Bars Dr.
Storey Park
Corner Main and Franklin
Seasons Park
5300 W. Ridgeside St.
Champion Park
3430 N. Troxal Way
Settlers Park
3401 N. Meridian Rd. (3 buildings)
Tully Park
2500 N. finder Rd.
Attachment B
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MILESTONE ! PAYMENT SCIiEDl1LE
A. Total and complete compensation for this Agreement shall not exceed $24,999.00
TASK DESCRIPTION DATE AMOUNT
A. Bear Creek Park $2,850.00
B• Messina Meadows Park $2,850.00
C• Kiwanas Park $2,850.00
D• Storey Park $2,850.00
E• Seasons Park $2,850.00
F• Champion Park $2,850.00
C'• Settlers Park $5,049.00
H• Tully Park $2,850.00
TOTAL $24,999.00
Travel expenses will be paid at no more than the City of Meridian's Travel and Expense
Reimbursement Policy.
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