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HomeMy WebLinkAboutPurchase and Installation Agreement with The Security Group for the Police Department Security SystemPURCHASE 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 Intrusion Security System-Evidence Rooms (hereinafter referred to as "Client"). 1. PURCHASE 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 reading 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 are 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 for any damage created by installation, service or removal ol'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 incurred by the Company resulting from. such items not being;n 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 alazm equipment or system operation and shall reimburse and indemnify the Company for any such expenses incurred by the Company. The Client and Company aze 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 repau• 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 IN 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 PllRPOSE, 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, fire or otherwise, or will in all caste 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 all 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 Agreement, including the terms and conditions on the back of this page, in addition to any Addenda or "schedules" that are attached het'etet at<d are F'iiliy incorporated into this Agreement. This Agreement is not binding on Company without Compa 's nt approval ,~`E ~' • .~ °~, ~ ~ r~ Comp c. ~' , ~`' "G~~nt• i is a De en ~ sy: ~ ` By: , Title: ~ k`~ y~'T,~itle: Date • a?~ ~% ,O`Z- ~ `` ~ llat~; '>~. INTRUSION CC.:T°Y(I •• A~,CS,,S CO"NT L FIRE /~~~ ....~~~rrrl~s.cU~~ G'hl C°~~.-r..:c 2-/ 9-0 2 4. NO SERVICE PROVIDED A. Except as specifically provided in the Agreement, the Company shall not be obligated m provide service of atty 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 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 repau• service, whether or not arvered 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 Client is solely 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'trainmg was inadequate or that the Client did not know how 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 may be enforced under the applicable lien laws. 8. After installation has commenced and until installation of the system is substantially completed, 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 CLIENT Tf 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 such 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% per month, and in addition, if the Company commences legal proceedings or retains the services of a collection agency or attorney to enforce its rights under this Agreement, Client shall also -pay Company's reasonable attorneys' and collection agency fees. In 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 expense, liability, loss, claim or damage, including personal 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 including negligence or gross negligence, is to require the Company to repay or replace at the Company's option, any equipment or part of the security agrcement which is non-operational due to fault of the Company during the limited warranty period according to the terms and conditions 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. Jn 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 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, or tl-e well-being of people thereon. The amounts payable by the Client are not sufficient to warrant the Company assuming 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 that 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 the failure of the system to operate properly in any respect, Company's liability shall be limited to 10% of the total purchase price or 5250, whichever is less, and that this liability shalt be exclusive. Client may, at its option, incxease the amount of this limited liability by separate agreement with the Company at increased ¢ost proportionate to the Company's increased risks, which shall not he 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 content of the Company. 10. INVALID PROVLSIONS 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 parts shall remain in full force and effect. 11. ENTIRE AGREEMENT 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 reprcwentations, understandings or agreements between the parties; there are no prior writing, verbal negotiations, 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 or 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 in its entirety and has read the same, understood it and agreed to its contents 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. 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. S. If the Client shall discover a defect in any of the products purchased under this Agreement, Client should immediately notify the Company so that repay 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 Client is solely 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 training was inadequate or that the Client did not know how 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 Cliem or the owner of the premises, which may be enforced under the applicable lien laws. B. After installation has commenced and until installation of the system is substantially completed, the Company shall bear the risk of loss 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 CLIENT Tf tbe 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 such 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% per month, and in addition, if the Company commences legal proceedings or retains the services of a collection agency or attorney to enforce its rights under 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 the Company.. 8. INDEMNIFICATION, DAMAGES AND LIMITATION OF LIABILITY A. Client shall 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, 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 Agreeme~rt,. 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 agreement which is non-op®ational due to fault of the Company during the limited wamnty period according m the terms and conditions 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. In addition, the company has no control over response times of any emergenry service provider, and it would be extremely dif&cult 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 are based solely upon the value of the goods and services provided, and are unrelated to the uses made by the t:;lient of its premises or any property thereat, or the well-being of people thereon. The amagmts payable by the Client are not sufficient to warrant the Company assuming 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 that 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 the failure of the system to operate properly in any respect, Company's liability shall be limited to 10% 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 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. ] 0. INVALU) PROVISIONS If any of the parts of thi9 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 AGREEMENT This writing is intended by the parties as the finale expression of their Agreement and as a complete and exclusive statement of the terms therenf. This Agreement supersedes all prior repreventations, understandnngs or agreements between the parties; there are no prior writing, verbal negotiations, 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 or 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. 1 Z RECEIPT AND REVIEW OF AGREEMENT The Client specifically acknowledges that it has received a copy of the Agreement in its entvety 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 are pleased to submit the following bid: Job Description: INTRUSION SECURITY SYSTEM -EVIDENCE ROOMS 1.00 LABOR: CABLE, TERMINATE, PROGRAM, AND TRAIN. Price valid uirtll: 3/5/02 PLUS APPLICABLE TAXES LABOR SUBTOTAL: $2.355.00 TOTAL: $5,255.00 INTRUSION CCTV ACCESS CONTROL FIR E