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HomeMy WebLinkAboutPurchase and Installation Agreement with The Security Group for Meridian Police Department357 E Watertower Lane Suite H THE Meridian, 1D 83642 SECURITY (2os} s95-s4oo i (208} 89s-s4ol rax GROUP PURCHASE AND INSTALLATION AGREEMENT Agreement made by and between The Security Group, inc. (hereinafter referred to as "Company' and Meridian Police Department 201 E Idaho Meridian, ID 83642 Proposal: 2/5/02 Access Control (hereinafter referred to as "Client"). i. PIIRCHASE AND INSTALLATION OF THE SYSTEM The client hereby purchases the equipment itemized on the attached Proposal (hereinafter called the "System', and Company agrees to install. such system upon the following terms and conditions hereon and any addenda or "schedules" attached hereto, Customer acknowledges riding all attached items. 2. CONDITIONS OF PURCHASE AND INSTALLATION A. Provision of any services or materials covered by the Agreement is conditioned upon the terms and conditions contained herein. Any additional or different terms or conditions proposed by Client aze not binding upon the Company unless specifically agreed to in writing by the Company. B. Client authorizes Company or its designee to enter the premises of the Client to install the system, and to make any preparations appropriate to the .installation or service of the system, such as drilling holes, making attachments, etc. Company shall not be responsible far any damage created by installation, service or removal of the system. C. Client will provide all conduit and line voltage and telephone hookups necessary for the installation, maintenance and operation of the system. Any costs inwrred by the Company resulting from such items nut being in place at the proper time shall be borne by the Client. D. Client shall identify any rules, regulations, standards or codes with which the system must comply, and shall obtain and pay for any necessary licenses or other certificates of compliance with same. Client is solely responsible for any taxes (including sales taxes) fees, false alarm fines, and any other governmental assessments related to the alarm equipment or system operation and shall reimburse and indemnify the Company for any such expenses incurred by the Company. The Client and Company are each responsible for obtaining any necessary licenses or permits needed to perform their respective obligations under this Agreement. E. Client shall pay to the Company any costs incurred by the Company for any additions, corrections or changes to the system that may be requested or required by the Client or by anyone else except the Company. Client has approved the location of all components of the system_ Any changes in location requested by the Client after the signing of the Agreement will be at the Client's expense. 3. WARRANTIES A. The system and its components are or -may be covered by manufacturers' warranties having various terms and durations. The Company makes no separate or additional warranty as to the system or its components, except as specifically provided .in this agreement. B. The company does warrant that the materials installed under this Agreement shall be as specified in this Agreement and shall meet the manufacturer's specifications for same at the time of original installation, except that the Company may substitute materials of equal quality at the time of installation. Should any part of the system become defective or should any repairs be required as a result of defects in materials or workmanship, upon notice to the Company by the Client at the Company's address set forth herein, the Company agrees to make all necessary repairs and/or replacements of parts promptly and without cost to the Client for a period of ninety (90) days from the date of installation, subject to the Buyer's compliance with the condition of the warranty set forth in this Agreement, and availability of replacement parts. The Company may either replace or repair the product, and may substitute materials of equal quality at the time of replacement. This limited warranty does not apply to any damage to or defects in materials or equipment caused by accident, misuse, unauthorized repairs or attempts to repair, modifications or improper installation by anyone other than the Company. C. Client agrees as a condition of this limited warranty to test and inspect the system immediately upon substantial completion of installation and to advise the Company within fifteen (15) days of any defect, error or omission in the system. At the end of said fifteen days,. the installation shall be deemed satisfactory to and accepted by the Client. D. EXCEPT AS SPECIFICALLY SET FORTH 1N THIS AGREEMENT, THE COMPANY MAKES NO WARRANTIES,. EXPRESS OR IMPLIED, AS TO ANY MATTER WHATEVER, INCLUDING WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THERE ARE NO WARRANTIES OR REPRESENTATIONS WHICH EXTEND BEYOND THE FACE OF THIS AGREEMENT. E. The Company does not represent, guarantee or warrant that any system provided by it under this Agreement will operate as designed, or is suitable for any particular purpose, or will prevent any loss by burglary, fue or otherwise, or wili in all cases or any particular case provide the detection for which it is intended. The Company represents only that the components of such system meet manufacturers' specifications at the time the system is originally installed. Company is not an Insurer against loss of damage, and ali insurance arrangements to cover loss, property damage or personal injury must be made separately by the Client. The Client assumes all risk of loss or damage to the premises or to the contents thereof, as well as all risk of the physical or mental well-being of persons therein. Company shall not be responsible for consequential damages or injury of any kind. Client hereby acknowledges that Client has read and understands this`'entire~lgreement, including the terms and conditions on the back of this page; in addition to any Addenda or "schedules" that are atta+c~-e~l ~ereto and are Willy incorporated into this Agreement. This Agreement is not binding on Company without Company's nagement ap~ri~~ ~,.. "."" _ P~ .;~t Coma ,Inc. ~ '~" tiJC~~en ~ 'an P Ii a De , By: _ By~ Title: e _. _. ,. ~~? Title; Date• g, pat: ~, ©?- INTRUSION C~,C~T'V •`A~C?~~SS CONTROL FIRE 4. NO SERVICE PROVIDED A. Except as specifically provided in the Agreement, the Company shall not be obligated to provide service of any type on the system or any of its components. if the Client wishes the system to be serviced, monitored or inspected by the Company, such an agreement shall be included and attached as an addenda. B. If the Client shall discover a defect in any of the products purchased under this Agreement, Client should immediately notify the Company so that repair service, whether or not covered by warrant, may be promptly rendered. 5. TRAINING Company will provide instructions to Client in the appropriate use of the system. However, the nature and extent of this training shall be in the sole discretion of the Company, and Cl;ent is solely responsible for training all users of the system in its proper operation. Company shall not be responsible fur damages of any kind based in any way on a claim that its training'was inadequate or that the Client did not know bow to operate the system properly. 6. TITLE; RISKS OF LOSS OR DAMAGE A. Title to the system and all of its component parts shall remain in the Company until the Client has paid for the system in full, at which time it shall become the property of the Client. Company or any subcontractor engaged by the Company to perform work or furnish materials who is not paid may have a claim against the Client or the owner of the premises, which maybe enforced under the applicable lien laws. B. After installation has oommencecl and until installation of the system is subsbntially cwmpleted, the Company shall bear the risk of loss thereof. However, repairs or reinstallation necessary due to damage to the system caused by persons or entities other than the Company shall be at Client's expense. 7. DEFAULT BY CLIIIVT if the Client defaults in the performance of any of its obligations under this Agreement or any other agreement between the parties, including failure to pay to the Company any monies when due, the company may suspend performance under any sudr agreement, and may pursue against the Client any remedy available at law or equity, now or in the future, including collection interest on any unpaid balances at the rate of 1.75°/n per month, and in addition, if the Company commences legal proceedings or retains the services of a rnllection agency or attorney to enforce its rights under this Agreement, Client shall also pay Company's reasonable attorneys' and collection agency fees. U the event of legal action between the parties in connection with their respective rights and obligations under this Agreement, the parties waive trial by jury and Client waives the right to interpose any counterclaim in any action or proceeding commenced by the Company. 8. INDEMNIFICATION, DAMAGES AND LIMITATION OF LIABILITY A. Client shall defend, indemnify and hold harmless the Company from any expanse, liability, loss, claim or damage, including persona! injuries, made by any person including those not a party to this agreement, relating in any way to the system(s) or service(s) referred to in this agreement; without regard to whether the Company was at fault. Client on its own behalf and on behalf of any insurance carrier waives any right of subrogation Client's insurance carrier may otherwise have against the Company, its agents, employees and subcontractors arising out of this Agreement or the relation of the parties hereto. B. Client's exclusive remedy for the Company's breach of or failure to perform under this Agreement or relating in any way to any relationship between the parties connected with the system referred to in this Agreement, for any reason inducting negligence or gross negligence, 3s to require the Company to repay or replace at the Company's option, any equipment or part of the security agreement which is non-operational due to Fault of the Company during the limited warranty period according to the terms and rnnditions contained in this Agreement. C. The value of the Client's property or the property of others kept on the premises at which the system is installed, which may be lost, stolen, destroyed, damaged or otherwise affected by occurrences which the System is designed to detect, alert or avert is completely unknown to and outside of the control of the Company, and Company is not an insurer. )n addition, the company has no control over response times of any emergency service provider, and it would be extremely difficult to ascertain what portion, if any, of any loss or damage would be proximately caused by any failure on the part of the Company. Charges aze based solely upon the value of the goods and services provided, and are unrelated to the uses made by the Client of its premises or any property thereat, or the well-being of people thereon. The amounts payable by the Client are not suffident to warrant the Company assumu-g any risk of damages, including consequential damages, for any property damages or personal injuries, due to Company's negligence, gross negligence, failure to perform, or any reason whatever. Client agrees that it does not desire the Company to assume any risk of damages, and agrees flat the Company shall not be liable for same. Client further agrees that if the company should be found liable due to any failure by the Company to perform any obligation, under this Agreement or otherwise, or tbe failure of the system to operate properly in any respect, Company's liability shall be limited to 10% of the total purdiase price or ;250, whid~ever is less, and that this liability shall be exclusive. Client may, at its option, increase the amount of this limited liability by separate agreement with the Company at increased cost proportionate to the Company's increased risks, which shall not be insurance coverage. 9. ASSIGNMENTS AND DELEGATIONS The Company may assign this Agreement to any other person, firm or corporation without notice to or approval by the- Client, and may subcontract any activities, which it may perform under this Agreement. The Client may not assign or delegate any rights or obligations under this Agreement, either voluntarily or by operation of law, without advance written consent of the Company. 10. IlWALID PROVISIONS [f any of the parts of this Agreement shall be determined by a court of competent jurisdiction to be invalid or inoperative, all of the remaining parts shall remain in full force and effect. 11. ENTIRE AGREEMIIVT This writing is intended by the parties as the finale expression of their Agreement and as a complete and exclusive statement of the terms thereof. This Agreement supersedes all prior representations, understandings or agreements between the parties; there are no prior writing, verbal negotiatianc, understands, representations or agreements not expressed in the Agreement, and the parties rely only upon the contents of this Agreement in executing it, and have not relied on any other representation, oral or otherwise, made by the parties, their agents or employees. This Agreement may be modified only by a writing signed by each of the parties or their duly authorized agents. No waiver of breach of any term of condition of this Agreement shall be construed to be a waiver of any succeeding breach. This Agreement shall bind and benefit the heirs, successors and assigns of the respective parties: 12. RECEIPT AND REVIEW.OF AGREEMENT The Client specifically acknowledges that it has received a copy of the Agreement ;n its entirety and has read the same, understood it and agreed to its rnntents before signing it. 4. NO SERVICE PROVIDED A. Except as specifically provided in the Agreement, the Company shall not be obligated to provide service of any type on the system or any of its components. (f the Client wishes the system to be serviced, monitored or inspected by the Company, such an agreement shall be inducted and attached as an addenda. B. If the Client shall discover a defect in any of the products purchased under this Agreement, Client should immediately notify the Company so that repair service, whether ar not covered by warrant, may be promptly rendered. 5. TRAIIVING Company will provide instructions to Client in the appropriate use of the system. However, the nature and extent of this training shall be in the sole discretion of the Company, and Client is soldy responsible for training all users of the system in its proper operation. Company shall not be responsible for damages of any kind based in any way on a claim that its traintng'was inadequate or that the Client did not know how to operate the system properly. 6. TITLE; RISKS OF LOSS OR DAMAGE A. Tide to the system and all of its component parts shall remain in the Company until the Client has paid for the system in full, at which time it shall become the property of the Client. Company ar any subcontractor engaged by the Company to perform work or furnish materials who is not paid may have a claim against the Client or the owner of the premises, which may be enforced under the applicable lien laws. B. Aker installation has commenced and urrtil installation of the system is substantially completed, the Company shall bear the risk of lass thereof. However, repays or reinstallation necessary due to damage to the system caused by persons or entities other than the Company shall be at Client's expense. 7. DEFAULT BY CLIEIV'P If the Client defaults in the performance of any of its obligations under this Agreement or any other agreement between the parties, inducting failure to pay to the Company any monies when due, the company may suspend performance under any such agreement, and may Pursue against the Client any remedy available at law or equity, now or in the future, inducting collection interest on any unpaid balances at the rate of 1.75% per month, and in addition, if the Company commences legal proceedings ar retains the services of a collection agency or attorney to enforce its rights ands this Agreement, Client shall also pay Company's reasonable attorneys' and collection agency fees. >n the event of legal action between the parties in connection with their respective rights and obligations under this Agreement, the parties waive trial by jury and Client waives the right to interpose any counterclaim in any action or proceeding commenced by fire Company- 8. WDEMNIFICATION, DAMAGES AND LIMITATION OF LIABILITY A. Client shag defend,-indemnify and hold harmless the Company from any expense, liability, loss, claim or damage, including personal injuries, made by any person including those not a party to this agreement, rclating in any way to the system(s) or service(s) referred to in this agreement, without regard to whether the Company was at fault. Client on its own behalf and on behalf of any insurance carrier waives any right of subrogation Client's insurance carrier may otherwise have against the Company, its agents, employees and subcontractors arising out of this Agreement or the rclation of the parties hereto. B. Client's exclusive remedy for the Company's breach of ar failure to perform under this Agreement or rdating in any way to any relationship between the parties connected with the system referred to in this Agreement, for any reason including negligence or gross negligence, is to require the Company to repair or replace at the Company's option, any equipment or part of the security agreemerrt which is non-openeonal due to fault of the Company during the limited warranty period according to the terms and conditionsoontained in this Agreement. C. The value of the Client's property ar the property of others kept on the premises at which the system is installed, which may be lost, stolen, destroyed, damaged or otherwise affected by ocxvrrences which the Syst~n is designed to detect, alert or avert is completely unknown to and outside of the control of the Company, and Company is not an insurer. In addition, the tympany has no control over response times of any emergency service provider, and it would be extremely diA'icvlt to ascertaur what portiar, iF any, of any loss or damage would be proximately Dosed by any failtrre on the part of the Company. Charges are based solely upon the value of the goods and services provided, and are unrelated to the uses made by the Client of its premises or any property thereat, ar the well-being of people thereon. The amounts payable by the Client are not sufficient m wartartt the Company as~ning any risk of damages, including oon.4equential damages, for any property damages or personal injuries, due to Company's negligence, gross neglig~rce, failure to perform, or any reason whatever. Client agrees brat it does not desire the Company to assume any risk of damages, and agrees that the Company shall not be liable for same. Client further agrees that if the company should be found liable due to any firilure by the Company to perform any obligation, under this Agrearrent ar otherwise, ar tare failure of the system to apente properly in any reaped, Company's liability shall be limited to 1(P/o of the total purchase price or 5250, whichever is less, and that this liability shall be exclusive. Client may, at its option, increase the amount of this limited liability by separate agreement widr the Company at increased cost proportionate to the Company's increased risks, whiclr shall not be insurance coverage. 9. ASSIGNMENTS AND DELEGATIONS The Company may assign this Agreement to any other person, firth or corporation without notice to ar approval by the- Client, and may subcontract any activities, which it may perform under this Agreement. The Client may not assign or delegate any rights ar obligations under this Agreement, either voluntarily ar by operation of law, without advance written consent of the Company. 10. INVALID PROVISIONS If any of the parts of this Agreement shall be determined by a court of competent jurisdiction to be invalid or inoperative, all of the remaining partsq shall remain in full force and effect. 11. ENTIRE AGREEIVLIIVT This writing is intended by the parties as the finale expression of their Agreement and as a complete and exclusive statement of the terms thereof. This Agreement supersedes all prior represesrtations, understandings ar agreements between the parties; there are no prior writing, verbal negotiation.9, understands, represerttations aragreements not expressed in the Agreement, and the parries rely only upon the contents of this Agreement in executing it, and have not relied on any other representation, oral or otherwise, made by the parties, their agents or employees. This Agreement may be modified only by a writing signed by each of the parties ar their duly authorized agents. No waiver of breach of any term or condition of this Agreement shall be construed to be a waiver of any succeeding bread. This Agreement shall bind and benefit the heirs, succevsors and assigrrs of the respective parties: 12 RECEIPT AND REVIEW.OF AGREEMI•NNT The Client specifically admowledges that it has received a copy of the Agreement in its entirety and has read the same, understood it and agreed to its contents before signing it. THE SECURITY GROUP PROPOSAL Date: 2/5/02 Job Number: MERIDIAN PD TO: MERIDIAN POLICE DEPARTMENT 201 E IDAHO MERIDIAN, IDAHO 83642 ATTN: CAPTAIN DAVE BOWMAN We ane pleased to submit the following bid: Job Description: ACCESS CONTROL SYSTEM EQUIPMENT QUANTITY DESCRIPTION 1 ILCO MILLENIUM 2.0 SOFTWARE 1 ILCO SCU - P/N 149-101117 Site Control Unit 3 ILCO 12V POWER SUPPLY - P/N PS1-100212-001 2 LTRONIX 6000L LOCK POWER SUPPLY 1 ILCO SITE ETHERNET INTERFACE 18 ILCO DCD - P/N 149-100958 Door Control Device 18 HID PROXIMTY READER 1 ILCO WORKSTATION SOFTWARE PACK 1 ILCO SERVER SOFTWARE PACK 2 EMERGENCY PUSH BUTTONS AT FRONT VEST. 4 INTERCONNECTION WITH "RELEASE DOOR" BUTTONS 4 12v 7A BACKUP BATTERIES 1 CABLE /WIRE - PLENUM 1 MISC. MATERIALS AND SUPPLIES MATERIALS SUBTOTAL: $23,775.00 Labor DESCRIPTION 1 LABOR: CABLING, TERMINATION, PROGRAMMING, TRAINING. LABOR SUBTOTAL: $9,700.00 pd~r va11d until: 3/5/02 TOTAL: $33,475.00 INTRUSION CCTV ACCESS CONTROL FIR E February 5, 2002 Meridian Police Department Attn: Captain Dave Bowman 201 E Idaho Meridian, ID 83642 Dear Captain Bowman: THE SECURITY GROUP j~ECEIVEj) CITY OF MERIDIAN CITY CLERK OFFICE Thank you for choosing The Security Group, Inc. We look forward to serving your company. Enclosed are two copies of our "Purchase and Installation Agreement." Please sign both copies and return them to us. We will then sign the agreement and return one signed copy for your records. Again, we look forward to working with you. If you have any questions, please contact us at (208) 895-8400. Sincerely, / , r' Bill Atkinson da INTRUSION CCTV ACCESS CONTROL FIR E