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HomeMy WebLinkAboutSales Agreement with Intouch Solutions Inc for Communications equipment at Meridian Police Departments S O L U T I O N S INTOUCH SOLUTIONS, INC. SALES AGREEMENT Page 1 THIS AGREEMENT is made between INTOUCH SOLUTIONS, INC., an Idaho Corporation, located 8783 W. Hackamore, 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 SOLUTIONS agrees to sell to Customer and Customer agrees to purchase from INTOUCH SOLUTIONS communications equipment listed on Schedule I (hereinafter the "equipment") upon the terms and conditions set forth in this agreement. 2. 1NTOUCH SOLUTIONS sh/,,a~ll install the equipment on Customer's premises at: I'~~i L ~n/A~i~T:.~« l~iLric~.9a~ r~~ d~.3F~~iZ --- 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) x^ (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. ^ (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 be billed by Lessor. 0 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, WARRANTIES 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: .2 ' Thomas Dever ~4~ ~'~~" ~ Sales Representative GUSTO ~`' ~""""""^~~. ' ,{ "- INTOUCH SOLUTIONS, INC. ~ "' a By: ~ ~` BY " Title: Title: ~c' •y d .:nf il. / ~51~L=.~ ~i /%~~~.~.~~:-- <~ + ~. ~~~rrvv~ ~C l~ C~' 1 ~ 4 a` ~ 5"~c7 Z y ~ ~. ADDITIONAL TERMS AND CONDITIONS Page 2 PERFORMANCE (a). 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 wntrol including, but not limited to an Act of God, war, riot, fire, explosion, accident, flood, sabotage, inability to obtain fuel or power, governmental laws, regulations or strike, 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. 2. LIMITED WARRANTY: (a). Whether the equipment is purchased or leased, INTOUCH SOLUTIONS, subject to the conditions set forth herein, warrants to Customer that, for a period as outlined on Schedule I from the installation date, the equipment will be free from defects in material 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 replacing the equipment at its expense. Such repair or replacement shall be Customer's sole remedy for the breach of warranty or for negligence. (b). INTOUCH SOLUTIONS will not be obligated to repair or replace any item of equipment which has been repaired by others, abused or improperly handled, stored, altered or used with third party material or equipment which material 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 practicable at the location of the equipment (or at the INTOUCH SOLUTIONS location, as appropriate). INTOUCH SOLUTIONS normal working hours for purposes of this Agreement are 8:30 a.m. to 5:00 p.m., Monday through Friday, except Holidays. Services performed due to Customer's operational requirements, outside the aforesaid normal wodcing hours, 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 T0, 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 services 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 local telephone utility. In the event the utility fails to timely make available interconnect services INTOUCH SOLUTIONS shall not be responsible nor shall INTOUCH SOLUTIONS be obligated to pay the interconnect tariff or other charges of the INTOUCH SOLUTIONS services. 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 services hereunder: (a) Allow employees or agents of INTOUCH SOLUTIONS free access to premises and facilities where the equipment is to be installed at all hours consistent with requirements of the installation. (b) Assure that the premises will meet all temperature, humidity control, air-conditioning, and other environmental requirements set forth in the applicable equipment 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 to be installed. (c) Provide electric current for any necessary purpose with suitable terminals in rooms 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 all of the work hereunder. The Customer may not assign this Agreement in whole or in part without obtaining the prior 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 promptly when due, or if Customer breaches any other provision hereof, Customer shall be in default hereunder and all unpaid amounts shall, at INTOUCH SOLUTIONS option, become immediately due and payable. Upon Customer's default, INTOUCH SOLUTIONS shall have all the rights and remedies as may exist under the law, including the right to any delinquent payments for which Customer 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, title to the equipment shall remain in INTOUCH SOLUTIONS, until all amounts due hereunder are fully paid. If default occurs in any of Customer's obligations to INTOUCH SOLUTIONS under this Agreement, then interest will accrue at the rate of 18% per annum, or as allowed by State law, on the entire 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 provision 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 prior to completion of performance hereunder to make any change in the terms of this Agreement or to any of the Schedules attached 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 appropriate may be changed by the parties in a written amendment hereto. 10. ATTORNEY FEES: In the event an action is brought to enforce any of the terms or provisions of this Agreement by either party hereto, the prevailing party shall be entitled to recover from the losing party reasonable attorney's fees incurred in addition to such other relief as may be granted. SCHEDULE A MERIDIAN POLICE DEPARTMENT Equipment List Qty Part Number 1 NT7B53FA93 1 NT7B83AL93 1 NTBB06GA93 1 NTBB25GA93 1 NTBB41 FB93 1 NT7B75GA93 1 NTB74GA93 30 NT8B27AABA 4 NT8B40AE03 4 NT8B41 FA03 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. Description Quantity 1 6 Strand Fiber - Optispeed 125 2 MM SC Connector 24 3 Fiber Panel 2 4 2 port Plate 13 5 3 Port Plate 81 s Cat 5E Plenum Data Cable 35000 ~ Cat 5E Plenum Voice Cable 20000 s Cat 5E Data Jack 175 9 Cat 5E Voice Jack 100 10 1 Port Plate 6 11 100 Pr Plenum Cable 125 12 Wall Phone Plate 2 13 19" Floor Rack 2 14 Ground kit for Rack 2 15 Earthquake Brace kit for Rack 2 16 Floor mt kit 2 17 Cable Runway Center Support 2 18 48 Port Category 5E Patch Panel 4 19 24 Port Category 5E Patch Panel 1 20 Wire Mgt Panel 6 21 Butt Splice kit 4 22 12 "Cable Runway- 10 Ft length 3 23 Wall Angle Support kit 2 24 Junction splice Kit 4 25 3" Channel Rack to Runway plate 2 2s 10' Cat 5E RJ-45 / RJ/45 Patch Cable 179 27 SC to SC Multi Mode Fiber Jumper 2 28 300 Pr 1.10 Block 7 29 Standoff Bracket for 110 Block 4 30 110 Wire Managers 8 31 110 C4 Clips 160 32 66 Blocks 10 Misc Hardware (Tie wraps, Jhooks, Beam Clamps) 275 SCHEDULE A WIRING CONT. MERIDIAN POLICE DEPARTMENT Total Material Cost Total Labor Cost Total Wiring Cost Payment Schedule Material will be billed at time of Delivery $ 24, 568.00 $ 17,932.00 $ 42, 500.00 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. ~r 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. 0-iackamare Dr #6 Boise, ID 83709 State of Idaho Department of Administration Division of Purchasing 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 Idaho-Statewide, Expiring May 8, 2001 The State of Idaho would like to renew the above referenced statewide contract for a period of One l1) Year. The contract renewal commences Mav 9. 2001 and expires Mav 8. 2002. The same terms, conditions and prices 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: ~/ YES NO ~ COMPANY: f e 1 ~ ~- ~ ~ ~. ~ "`-~ C'f - yle Gessf Purchasing Officer BY: (Sigi ature/Date) LG:met Attachment r a ~ / ~ ~ v~ n e .~- (Printed Name) Mthomas/wpdocs/stwamend 1200 CHANGE ORDER Date: 01/07/02 State of Idaho, Dept. of Admin., Division of Purchasing Time: 16:29 _ Page: 1 of 1 Delivery Due SBPO 16 0 Rev#: 4 11/08/02 Ship To: 200STW Bill To: 200STW Various State Age ncies Various State Agencies A3 FER BID SFc::.'= X ID 00000 IGaiI04S AS PER BID S?=CiFIC~TIC'iS X ID 00000 ~ 0 Op Vendor: 28296 Terms: Net 30 Days TELECONN INC (Boise) Attn: MARK MEUSER FOB: Dest-Freight Prepaid & A llowed 8783 W HACKAMORE DR #b Routing: R200-61 STW BOISE ID 83709 Buyer: Lyle Gessford Stated In: USD Line Item ID / Description Quantity U/M Unit U/M Total Nmbr Ordered Price Price STATEWIDE CONTRACT SBPO 16 TELEPHONE SYSTEMS AMENDMENT NUMBER 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 SBPO 16, for TELEPHONE SYSTEMS, for STATE OF IDAHO AGENCIES, INSTITUTIONS, AND DEPARTMENTS, dated JUNE 18, 1997, between TELECONN, INC., as "Contractor" and the State of Idaho as "State." Contractor 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 Contract is extended for SIX (6) MONTHS commencing 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. Total Of Line Items 0.00000 Discount 0.00000 Sub-Total 0.00000 Misc. charge-1 0.00000 Misc. charge-2 0.00000 _ Tax 0.00000 Freight 0.00000 Pu has Or r Total 0. 0000 Signature: ~'J ' t C~Uu'~ 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 Department of Administration Division of Purchasing 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 Corrtract SBPO 16, Contrail 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 period of One f1) Year. The conVact renewal commences Mav 9.2001 and expires Mav 8.2002. The same terms, conditions and prices prevail for the conVad 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. LG:met Attachment APPROVED: ~CYES NO COMPANY: e 1 e- ~ v v~.~, -~- ~-G BY: (Sig aturelDate) Pau ~ aura . ~" (Printed Name) Mthomas/wpdocs/stwamend 1200 State of Idaho, Dept, of Admin., Division of PurchasAng G E O R D E R Del;'veryDue SBPO 16 0 11/08/02 Ship To: 200STW Various State Agencies A:; FER BID SFcC: °IC.~TIJ:IS X ID 00000 Bill To: 200STW Various State Agencies AS PE< BID S~_~:;IC~TIC~S X ID 00000 Vendor: 28296 TELECONN INC (Boise) Attn: MARK MEUSER 8783 W HACKAMORE DR #6 BOISE ID 83709 Line Item ID /Description Nmbr Date: 01/07/02 Time: 16:29 Page: 1 of 1 Rev#: 4 C~Op~7 Terms: Net 30 Days FOB: Dest-Freight Prepaid & Allowed Routing: R200-61 STW Buyer: Lyle Gessford Stated In: USD Cuantity U/M I Unit U/M I Total Ordered Price Price STATEWIDE CONTRACT SBPO 16 TELEPHONE SYSTEMS AMENDMENT NUMBER 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 SBPO 16, for TELEPHONE SYSTEMS, for STATE OF IDAHO AGENCIES, INSTITUTIONS, ANO DEPARTMENTS, dated JUNE 18, 1997, between TELECONN, INC., as "Contractor" and the State of Idaho as "State." Contractor 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 Contract is extended for SIX (6) MONTHS commencing 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. Total Of Line Items 0.00000 Discount 0.00000 Sub-Total 0.00000 Misc. charge-1 0.00000 Misc. charge-2 0.00000 - Tax 0.00000 Freight 0.00000 Pu has Or r Total 0. 0000 Signature: ~f . - - ' . \ , ., ~ = _ M .. ~ ~ . ., ~ ~ _~ , (" i 1 ~ / ~/ . 1 . ~ . 1'. 1 ~ N ~ ,, 1 ~ ^. . Z r ~ V .. _ r ' Q V ~ ~/ O 1 1 ~ ~~ ~ V ~ ~ 0 a ! ~ ' ~-~N ~' Z 1 1 p O O ~ ~ ~ ~ ~ N T ' ~ 1 O ~ `~ N ~. tL ` i ~- ~ ~ E Q O H- 1- LL W ~, a~~~ Q ~ ' - ~ a~ ~ ~~ ly ~ ~ ~ ~ p ~ } ~. - ~ ~ ~ CJ ~ ~ ~ L ~. -~ / ~ ~ ~ ~ e ' ' , i 1 r ~ ~ .