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HomeMy WebLinkAboutSales Agreement for Intouch SolutionsPage 1 INTOUCH SOLUTIONS, INC. SALES AGREEMENT THiS AGREEMENT is made between INTOUCH SOLUTIONS, INC., an Idaho Corporation, located 8783 W. Hackamorc, Ste. 6, Boise, ID 83709, (hereinafter referred to as "INTOUCH SOLUTIONS") and Meridian Police Department 201 E. Idaho Meridian ID. 83642 (hereinafter referred to as Customer) 1. INTOUCH SOLUTION8 agrees to sell to Customer and Customer agrees to purchase fi.om INTOUCH SOLUTIONS communications equipment listed on Schedule I (har¢inalter the "equipment") upon the terms and conditions set forth in this agreement. 2. INTOUCH SOLUTIONS shall install the equipment on Customer's premises at: 3. The estimated cutover date is: 4. The purchase price for the equipment is $ 75,750.00 . which includes all labor to install the equipment and freight. All applicable sales tax and any other taxes shall-also be paid by Customer. Estimated sales tax is $ 0 The purchase price also includes a limited warranty as set forth on the reverse side. Total Purchase Price = $ _75,750.00 -- 5. Customer agrees that the purchase price shall be paid to INTOUCH SOLUTIONS under the financing alternatives selected below: (check one) [] (a) Outright Purchase: The purchase price shall be paid by Customer as follows: ___% upon execution of this Agreement. ___% upon delivery of equipment to Customer's premises. __ __ _ % upon project completion & acceptance by Customer. ~1 (b) Lease: Type of Lease Factor Purchase Option of Term: Months at $ /mo. + tax $ = $ Terms:__ Lease payment(s) paid upon executive of this Agreement leaving ~equal payments to he billed by Lessor. Note: The actual terms of the lease will be determined by a third party lessor (not INTOUCH SOLUTIONS) selected by Customer and are not a part of this contract. It is Customer's responsibility to enter into a separate lease agreement between Customer and such lessor. If Customer does not obtain approval of such lease at least five (5) days (excluding Saturdays, Sundays and holidays) prior to the cut-over date, then INTOUCH SOLUTIONS at its option shall have the right to (1) extend the cutover date, or (2) immediately reclaim possession of any of the equipment delivered to Customer and thereupon terminate this Agreement. Upon obtaining approval of the lease, Customer agrees to execute all necessary lease documents no later than the cutover date to authorize the lessor to pay the entire purchase price plus applicable taxes to INTOUCH SOLUTIONS immediately upon cutover. Title to the equipment shall remain with INTOUCH SOLUTIONS until the entire purchase price is paid. [] (c) Purchase Order 6. THE TERMS AND CONDITIONS SET FORTH ON PAGE TWO OF THIS AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE AND ARE AS MUCH A PART HEREOF AS IF WRITTEN ABOVE THE SIGNATURES OF THE PARTIES. 7. CUSTOMER, HAVING CAREFULLY READ ALL PROVISIONS OF THIS AGREEMENT, ACKNOWLEDGES RECEIPT OF A COPY OF THIS AGREEMENT AND THE SCHEDULES MADE A PART HEREOF WHICH ARE THE FINAL EXPRESSION OF THE AGREEMENT OF THE PARTIES AND THE COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS AGREED UPON, ALL PRIOR AGREEMENTS AND UNDERSTANDINGS BEING MERGED HEREIN. THERE ARE NO REPRESENTATIONS, W~TIES OR STIPULATIONS, EITHER ORAL OR WRITTEN, NOT HEREIN CONTAINED. THIS AGREEMENT SHALL NOT BE EFFECTIVE AND BINDING UNLESS AND UNTIL IT IS SIGNED BY AN OFFICER OF INTOUCH SOLUTIONS. Effective Date of the Agreement is: Thomas Dever ~.~: ..~,~ Sales Representative '. ~NTOUCH SOLU~-t)ONS, 1NC. ADDITIONAL TERMS AND CONDITIONS Page 2 PERFORMANCE fa). INTOUCH SOLUTIONS shall install the equipment according to INTOUCH SOLUTIONS standard installation practices, INTOUCH SOLUTIONS shall perform its standard acceptance testing on the installed equipment, Upon successful completion thereof, INTOUCH SOLUTIONS shall notify customer that the equipment has been installed and operates in accordance with applicable test and performance specifications. The date of such notification shall be the installation completion date. (b), The installation completion date, cutover date, warranty work and any other performance by INTOUCH SOLUTIONS hereunder, whether the equipment is purchased or leased, shall be subject to delays caused by events beyond INTOUCH SOLUTIONS control including, but not limitsd to an Act of God, war, riot, tire, explosion, accident, flood, sabotage, inability to obtain fuel or power, governmental laws, regulations or s~ike, lockout or injunction {whether or not such labor event is within the reasonable control of INTOUCH SOLUTIONS). In the event of any delay, the date{s) set forth herein and the times for performance of any other obligations hereunder will be extended accordingly for additional period{s) of time to cover such period(s) of delay. (c.) Whether the equipment is purchased or leased, INTOUCH SOLUTIONS shall use its best efforts to make timely delivery and installation. However, all stated delivery or installation dates are approximate and INTOUCH SOLUTIONS SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR DAMAGES, SPECIAL, CONSEQUENTIAL, OR OTHERWISE, FOR DELAYS IN DELIVERY OR INSTALLATION. LIMITED WARRANTY: fa). Whether the equipment is pumhesed or leased, INTOUCH SOLUTIONS, subject to the conditions set forth heroin, warrants to Customer that, for a pedod as outlined on Schedule I from the installation date, the equipment will be free from defects in mafedal and workmanship. Subject to the limitations set forth below, if any defects covered by this Warranty appear within the stated period, INTOUCH SOLUTIONS shall have the option of repairing or repladng the equipment at its expense. Such repair er replacement shall be Customer's sole remedy for the breach of warrenfy or for negligence. {b). INTOUCH SOLUTIONS will not be obligated to repair or replace any item of equipment which has been repaired by othem, abused or improperly handled, st~req, altered or used with third party material or equipment which matsrial or equipment is defective or of poor quality, and INTOUCH SOLUTIONS shall not be obligated to repair or replace equipment which has not been installed by INTOUCH SOLUTIONS. {c), Warranty work shall be performed by INTOUCH SOLUTIONS as soon as reasonably pmcticeble at the location of the equipment (or at the INTOUCH SOLUTIONS location, as apprepdath). INTOUCH SOLUTIONS normal working houm for purposes of this Agreement are 8:30 a.m. to 5:00 p.m., Monday through Fdday, except Holidays, Services performed due to Customer's operational requirements, outside the aforesaid normal working houm, will be billed to and paid by Customer in accordance with INTOUCH SOLUTIONS standard rates 3. DISCLAIMER OF IMPLIED WARRANTIES: WHETHER THE EQUIPMENT IS PURCHASED OR LEASED, THE LIMITED WARRANTY STATED ABOVE SHALL BE IN LIEU OF AND EXCLUDES ALL OTHER EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ,4. LIMITATION OF DAMAGES: WHETHER THE EQUIPMENT IS PURCHASED OR LEASED, INTOUCH SOLUTIONS SHALL NOT BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR COMPANY FOR ANY SPECIAL OR CONSEQUENTIAL DAMGES OR FOR LOSS, DAMGE OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM USE OF THE EQUIPMENT SOLD OR LEASED HEREUNDER OR ARISING FROM CUSTOMER'S INABILITY TO USE THE EQUIPMENT EITHER SEPARATELY OR IN COMBINATION WITH ANY OTHER EQUIPMENT OR FROM ANY OTHER CAUSE. 5. INTERCONNECTION WITH UTILITY FACILITIES: INTOUCH SOLUTIONS sen, ices shall be limited to the installation of the equipment on the Customer's side of the interface equipment connecting the equipment to the telephone system operated by the Jocel telephone utility. In the event the utility fails fo timely make available interconnect sen, ices INTOUCH SOLUTIONS shall not be responsible nor shall INTOUCH SOLUTIONS be obligated to pay the interconnect tariff or other charges of the INTOUCH SOLUTIONS semices. Interconnect services shall be limited to the installation of the equipment on the Customer's side of the interface and connection of the equipment to the utility with respect to such services, 6. CUSTOMER'S RESPONSIBILITIES: The Customer shall, at its expense, during the period of installation sen, ices hereunder. fa) Allow employees or agents of INTOUCH SOLUTIONS free access to promises and facilities where the equipment is to be installed at all houm consistent with requirements of the installation. (b) Assure that the premises will meet all temperature, humidity cordrel, air-conditioning, and other environmental requirements set fodh in the applicable equipmect specifications, and will be dry and free from dust and in such condition as not to be injurious to the employees or agents of INTOUCH SOLUTIONS or the equipment ta be installed. (c) Provide electric current for any necessary purpose with suitable terminals in moms where it is required. 7, ASSIGNMENT; SUBCONTRACTING: This Agreement may be assigned by INTOUCH SOLUTIONS in whole or in part and INTOUCH SOLUTIONS may freely subcontract any or al~ Of the work hereunder. The Customer may not assign this Agreement in whole or in part without obtaining the ptior written consent of INTOUCH SOLUTIONS, which consent shall not be unreasonably withheld. 8. DEFAULT,, If any of Customers obligations to INTOUCH SOLUTIONS shall not be paid prompgy when due, or if Customer breaches any other provision hereof, Customer shall be in default hereunder and all unpaid arcounta shall, at INTOUCH SOLUTIONS option, become immediately due and payable. Upon Customer's default, INTOUCH SOLUTIONS shall have alltee rights and remedies as may exist under the law, including the dghtte any belinquent payments forwhich Cnstomer agrees to remain fully liable. No remedy of INTOUCH SOLUTIONS hereunder shall be exclusive of any other remedy herein or provided by law, but such remedies shall be cumulative and in addition to every other remedy. As long as any part of the balance due remains outstanding, tige to the equipment shall remain in INTOUCH SOLUTIONS, until all amounts due hereunder are fully paid, If betault eccurs in any of Cuctomefs obligationsto INTOUCH SOLUTIONS under this Agreement, then interestwillaccrueattherateof18%perannum, or es allowed by State law, on the enlJre unpaid balance from the date of default until paid. If INTOUCH SOLUTIONS fails to perform at the service level detailed in this Agreement, or breaches any other prevision of this Agreement, Customer shall be entitled to cancel this Agreement. Customer shall be entitled to a prorated refund of any pre-paid amounts. 9. AMENDMENTS; CHANGES: If it becomes desirable or necessary at any time subsequent to the date of this Agreement and pdor to completion of performance hereunder to make any change in the terms of this Agreement or to any of the Schedules a~ched hereto and made a part hereof, any such change may be agreed upon only in writing signed by an authorized representative of Customer and an authorized officer of INTOUCH SOLUTIONS, and in such event the price, work schedules and other terms and conditions as appmppate may be changed by the parties in a written amendment hereto, 10, ATTORNEY FEES: In the event an action is brought to enferce any of the terms or provisions of this Agreement by either par~ hereto, the prevailing parbj shall be entitled to recover from the losing party reasonable attorney's fees incurred in addrton to such other relief as may be gmntsd. SCHEDULE A MERIDIAN POLICE DEPARTMENT Equipment List Qty Part Number 1 NT7B53FA93 1 NT7B83AL93 1 NTBB06GA93 1 NTBB25GA93 1 NTBB41FB93 1 NT7B75GA93 1 NTB74GA93 30 NTSB27AABA 4 NTSB40AE03 4 NT8B41FA03 1 NT5B74AX93 4 NT8B60CA 1 NTAB2666 15 25 1 1 Description Modualar ICS with Power Supply Modular ICS Software Rel. 5 for T-1 Modular ICS 6 Port Fiber Expansion Module Service Cartridge Fiber Station Module LS/DS Trunk Cartridge Digital Trunck Interface Black T316 Display Speakerphones Black M7324 Display Speakerphones Black key lamp Modules Voice Mail Model 4 Aux Power Supply Norstar Audio Conferencing Unit Valcom Self Amplified Paging Speakers ACS Recording Interfaces Door Phone Installation Training and One Year Warranty Payment Schedule 1. Telephone Equipment will be billed upon completion of project. SCHEDULE A WIRING MERIDIAN POLICE DEPARTMENT Project:Meridian - Cat 5 E-Plenum Item No. 1 2 3 4 6 7 8 9 10 11 12 13 14 16 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 Descri pti on 6 Strand Fiber - Optispeed MM SC Connector Fiber Panel 2 port Plate 3 Port Plate Cat 5E Plenum Data Cable Cat 5E Plenum Voice Cable Cat 5E Data Jack Cat 5E Voice Jack 1 Port Plate 100 Pr Plenum Cable Wall Phone Plate 19" Floor Rack Ground kit for Rack Earthquake Brace kit for Rack Floor mt kit Cable Runway Center Support 48 Port Category 5E Patch Panel 24 Port Category 5E Patch Panel Wire Mgt Panel Butt Splice kit 12" Cable Runway- 10 Ft length Wall Angle Support kit Junction splice Kit 3" Channel Rack to Runway plate 10' Cat 5E R J-45 / R J/45 Patch Cable SC to SC Multi Mode Fiber Jumper 300 Pr 110 Block Standoff Bracket for 110 Block 110 Wire Managers 110 C4 Clips 66 Blocks Misc Hardware ( Tie wraps, Jhooks, Beam Clamps) IQuantity I 125 24 2 13 81 35000 20000 175 100 6 125 2 2 2 2 2 2 4 1 6 4 3 2 4 2 J79 2 7 4 8 160 10 275 SCHEDULE A WIRING CONT. MERIDIAN POLICE DEPARTMENT Total Material Cost Total Labor Cost $ 24,568.00 $ 17,932.00 Total VViring Cost $ 42,500.00 Payment Schedule 1. Material will be billed at time of Delivery 2. 50% of labor will be billed upon 50% completion of cables terminated 3. Remaining 50% of labor will be billed upon 100% completion of project. DIRK KEMPTHORNE Governor PAMELA I. AHRENS Director JAN COX Administrator Jcox(~adm.state.id.us February 2, 2001 Teleconn Inc. Attn: Mark Meuser 8783 W. Hackamore Dr #~ Boise, ID 83709 State of Idaho Depar tn-tent of Admirdst ation Division of Purchasing 5569 Kendall Street P.O. Box 83720 BOISE, ID 83720-0075 Telephone (208) 32%7465 or FAX (208) 327-7320 www2.state.id.us/adm/purchasing RE: Amendment of Statewide Contract SBPO 16, Contract for Telephone Systems for the State of Idaho-Statewide, Expiring May 8, 2001 The State of Idaho would like to renew the above referenced statewide contract for a pedod of One (1) Year. The contract renewal commences May 9, 2001 and expires May 8, 2002. The same terms, conditions and pdces prevail for the contract renewal period, except as expressly modified herein. If this is acceptable to your company, please sign in the appropriate space below and return to the Division of Purchasing by March 2, 2001. Upon receipt of your response and subject to approval by this office we will send a copy of the amended contract to you for your records. Thank you for your consideration in this matter. Sincerely, APPROVED: COMPANY: BY: LG:met Attachment NO (Sigr~ature/Date) (Printed Name) Mthomas/wpdocs/stwamend 1200 CHANGE ORDER State of Idaho, Dept. of Admin., Division of Purchasing DeLiverYll/O8/oRDUe [ gDPO 16 0 J Date: 01/07/02 Time: 16:29 Page: 1 of 1 Rev~: 4 Ship To: 200STW Various State Agencies Vendor: 28296 TELECONN INC Attn: MARK MEUSER 8783 W HACKAMORE DR #6 BOISE ID 83709 (Boise) Dill To: 200STW Various State Agencies AS PER DID SPECiFICATICNS X ID 00000 Terms: Net 30 Days FOB: Oest-Freight Prepaid & ALlowed Routing: R20D-61 STW Duyer: Lyle Gessford Stated In: USD Line NmJor Item ID / Description Quantity U/M Ordered Unit U/M Total Price Price STATEWIDE CONTRACT SBPO 16 TELEPHONE SYSTEMS AMENDMENT NUMEER 9 ATTACH THIS NOTICE TO YOUR EXISTING CONTRACT This contract amendment and the provisions hereof are hereby attached to and made part of that certain State of Idaho contract number SDPO 16, for TELEPHONE SYSTEMS, for STATE OF IDAHO AGENCIES, INSTITUTIONS, AND DEPARTMENTS, dated JUNE 18, 1997, between TELECONN, INC., as and State hereby agree as follows: All of the terms and conditions contained in the Contract shall remain in full force and effect, except as expressly modified herein. The effective date of this Amendment is May 9, 2002. This Contrast is extended for SIX (6) MONTHS c~mencing May 9, 2002, and expiring November 8, 2002. The same terms, conditions and prices, as amended, prevail for the contract extension period as per the attached. Signature: Total Of Line Items 0.00000 Discount 0.00000 Sub-Total 0.00000 Misc. charge-1 0.00000 Misc. charge-2 O.O0000 Tax ~ 0.00000 Freight ~ f O,O0000 DIRK KEMPTHORNE Governor PAMELA I. AHRENS Director ,lAN COX Administrator Jcox~edm.state.id. us Februmy 2, 2001 Teleconn Inc. Attn: Mark Meuser 8783 W. Hackamore Dr #6 Boise, ID 83709 IState of Idaho Department of Administration Division of Purch~ing 5569 Kendall Street P.O. Box 83720 BOISE, ID 83720-0075 Telephone (208) 327-7465 or FAX (208) 327-7320 www2.state.id.us/adm/purchasing RE: Amendment of Statewide Contract SBPO 16, Contract for Telephone Systems for the State of ldaho-Statewide, Expiring May 8, 2001 The State of Idaho would like to renew the above referenced statewide contract for a period of One (1) year. The contract renewal commences May 9, 2001 and expires May 8, 2002. The same terms, conditions and pdces prevail for the contract renewal pedod, except as expressly modified herein. If this is acceptable to your company, please sign in the appropriate space below and return to the Division of Pumhasing by March 2. 200t. Upon receipt of your response and subject to approval by this office we will send a copy of the amended contract to you for your records. Th .ank you for your consideration in this matter. APPROVED: ~/'YES NO LG:met Attachment COMPANY: T'c ,~ ~_ co ,~.,,~.., ~-'-,-~.. BY: (Sigri'ature/Date) (Printed. Name) Mthomas/wpdo cs / s twamend 12 0 0 CHARGE State of idaho, Dept. af Adm;n., Division of Purc~msfns DeL ;very Sue 11/08/02 LTM Yar(ous SCare Agent;ex X ;D OOO00 Vendor: 28296 TELECONN [NC Attn: HARE MEUS£R 87~3 g HACICAHORE SO[SE [O 8~709 (Bo;se) Line ;tea [O / Description 16 ORDSS Data: 01/07/02 Time: 16:29 PaRe: 1 of I BiLL To: 200ST~ Various State Agent;es X ID 00000 Terms: Ret $0 Days FOB: Oest-Fre;ght Prepaid & ALLowed Scut(nS: R200-61 Buyer: Lyre Gessford Stated in: USO Nmbr Quent;ty Orclered Unit U/M Total Price Price STATE~IOE CONTRACT SERO 16 TELEPHONE SYSTSHs AMENDMENT NUMBER 9 ATTACh ThZS NOTICE. TO YOUR EXiSTihR CONTRACT This contract aeanc~ent and the provisions herenf are hereby attached to and made part of that certain State of idaho contract nc~ber SBPO 16, for TELEPHONE SYSTEHS, for STATE OF IOAHO AGE~CiSS, iNSTiTUTiONS, ANO DEPARTMENTS, dated dUNE 18, 1997~ between TELECONN, ;NC., as "Contractsr.~ and the State of ~daho as "State.. Contractor and State hereby agree ms faLLoas: ALL of the terms and conditions centa;ned fn the Contract shaLL remain fn fuLL force and effect, except as expressly mad;fled here;ri. The effective date of this Amendment ;s May 9, 200~. This Contract fs extended for SiX (6) /40NTHS c~Teencing May 9, 2002, and expiring ~oveeber 8, 2002. The same terms, condft;ens and prfce~, as amended, prevail for the contract extension per(od as per the attached. Signature: Total of Line Items 0.00000 Discount O.OOOSO Sub-TotaL 0.00000 Misc. charge-1 Misc. charge-2 0.00000 Tax. ~ o.ooooc I Fre~ght.