HomeMy WebLinkAboutIndependent Contractor Services Agreement with Apex Integrated Security Systems for Access Control System and Installation Water DeptAGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES
Access Control System at Water Division
PROJECT #10235
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 8t"day of
February, 2010, 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 Broadway Avenue, Meridian, Idaho 83642, and Apex Integrated
Se_ curity Systems, hereinafter referred to as "CONTRACTOR", whose business address
is 109 South 4~Street Boise ID 83702 and whose Public Works Contractor License #
is ELE-SC-31669.
INTRODUCTION
Whereas, the City has a need for services involving Access Control
System and Installation; and
WHEREAS, the Contractor is specially trained, experienced and
competent to perform and has agreed to provide such services;
NOW, THEREFORE, inconsideration of the mutual promises, covenants,
terms and conditions hereinafter contained, the parties agree as follows:
TERMS AND CONDITIONS
1. Scope of Work:
1.1 CONTRACTOR shall perform and furnish tothe City upon execution of
this Agreement and receipt of the City's written noticeto 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 Attachment "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
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rize others to do so. If an such work is copyrightable, the Contractor
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ri ht the same exce t that, as to any work which is copyrighted by
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ntractor the Cit reserves aroyalty-free, non-exclusive, and
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' vocable license to re roduce, publish and use such work, or any part
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thereof, and to authorize others to do so.
1.3 The Contractorshall rovide services and work underthis Agreement
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consistent with the re uirements and standards established by applicable
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federal state and cit laws, ordinances, regulations and resolutions. The
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Contractor re resents and warrantsthatitwill perform its workin accordance
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with enerall accepted industry standards and practices forthe profession
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or rofessions that are used in performance of this Agreement and that are
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in effect at the time of performance of this Agreement. Except for that
re resentation and any representations made or contained in any proposal
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submitted b the Contractor and any reports or opinions prepared or issued
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as art of the work performed by the Contractor under this Agreement,
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Contractor makes no other warranties, either express or implied, as part of
this Agreement.
1.4 Services and work provided 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 Lump Sum basis as
rovided in Attachment B "Payment Schedule" attached hereto and by
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reference made a part hereof for the Not-To-Exceed amount of $23,329.50.
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 correct
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.
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xce t as ex ressl rovided in this Agreement, Contractor shall not
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entitled to receive from the City any additional consideration,
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ensation sala wa es, or other type of remuneration for services
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ndered underthis A reement including, but not limited to, meals, lodging,
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r ns ortation drawin s, renderings or mockups. Specifically, Contractor
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hall not be entitled b virtue of this Agreement to consideration in the form
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of overtime health insurance benefits, retirement benefits, paid holidays or
other paid leaves of absence of any type or kind whatsoever.
3. Term:
3.1 This a reement shall become effective upon execution by both
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arties and shall ex ire upon (a) completion of the agreed upon work, (b)
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Se tember 30, 2011 or (c) unless sooner terminated as provided below or
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unless some other method or time of termination is listed in Attachment A.
3.2 Should Contractor default in the performance of this Agreement or
material) breach any of its provisions, City, at City's option, may terminate
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this Agreement by giving written notification to Contractor.
3.3 Should City fail to pay Contractor all or any part of the compensation
set forth in Attachment 6 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
3.5 TIME FOR EXECUTING CONTRACT AND LIQUIDATED
DAMAGES
Upon receipt of a Notice to Proceed, the Contractor shall begin work no
later than May 2, 2011 and shall have until May 31, 2011 to complete
the project. Contractor shall be liable to the City for any delay
beyond this date in the amount of five hundred dollars ($500.00) per
calendar day. Such payment shall be construed to be liquidated
damages by the Contractor in lieu of any claim or damage because of
such delay and not be construed as a penalty. These liquidated
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lama es shall not apply to days affected by conditions beyond the
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reasonable control of the contractor.
Termination:
If, throu h an cause, CONTRACTOR, its officers, employees, or agents
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fails to fulfill in a timely and proper manner Its obligations under this
A reement, violates any of the covenants, agreements, or stipulations of this
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A reement, falsifies any record or document required to be prepared under
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this a reement, engages in fraud, dishonesty, or any other act of misconduct
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in the erformance of this contract, or if the Clty Council determines that
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termination of this Agreement is in the best interest of CITY, the CITY shall
thereu on have the right to terminate this Agreement by giving written notice
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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 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
A reement shall, at the option of the CITY, become its property, and
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CONTRACTOR shall be entitled to receive dust 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
A reement by CONTRACTOR, and the CITY may withhold any payments to
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CONTRACTOR for the purposes of set-off until such time as the exact
amount of damages due the CITY from CONTRACTOR is determined. This
rovision shall survivethetermination ofthis agreementand shall notrelieve
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CONTRACTOR of its liability to the CITY for damages.
4. Independent Contractor:
5.1 In all matters pertaining to this agreement, CONTRACTOR shall be
actin as an independent contractor, and neither CONTRACTOR nor any
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officer, em to ee or agent of CONTRACTOR will be deemed an employee of
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CITY. Except as expressly provided in Attachment A, Contractor has no
authorit or responsibility to exercise any rights or power vested in the City
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and therefore has no authority to bind or incur any obligation on behalf of the
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selection and desi nation of the personnel of the CITY in the
City. The 9
erformance of this agreement shall be made by the CITY.
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Contractor its a ents, officers, and employees are and at all times
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rin the term of this A reement shall represent and conduct themselves as
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inde endent contractors and not as employees of the City.
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.3 Contractor shall determine the method, details and means of
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erformin the work and services to be provided by Contractor under this
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A reement. Contractor shall be responsible to City only for the requirements
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and results s ecified in this Agreement and, except as expressly provided in
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this A reement, shall not be subjected to City s control with respect to the
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h sical action or activities of Contractor in fulfillment of this Agreement. If in
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the erformance of this Agreement any third persons are employed by
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Contractor, such persons shall be entirely and exclusively under the direction
and supervision and control of the Contractor.
5. Indemnification and Insurance:
CONTRACTOR shall indemnify and save and hold harmless CITY from and
for an and all losses, claims, actions, judgments for damages, or injury to
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ersons or property and losses and expenses and other costs including
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liti ation costs and attorney's fees, arising out of, resulting from, or in
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connection with the performance of thisAgreement bythe CONTRACTOR,
its servants, a ents, officers, employees, guests, and business invitees, and
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not caused by or arising out of the tortious conduct of CITY or its employees.
CONTRACTOR shall maintain ands ecificall a rees that itwill maintain
throu houttheterm of this A reement liabilit insurance in which the CITY
shall be named an additional insured in the minimum amounts as o ow:
General Liabilit One Million Dollars ($1,000,000} per incident or occurrence,
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Automobile Liability Insurance One Million Dollars ($1,000,000) per incident
or occurrence and Workers' Compensation Insurance, in the statutory limits
as re uired bylaw.. The limits of insurance shall not be deemed a limitation
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of the covenantstoindemnify and save and hold harmless CITY; and if CITY
becomes liable for an amount in excess of the insurance limits, herein
rovided, CONTRACTOR covenants and agrees to indemnify and save and
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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 outof, resultingfrom , or
in connection with the performance of this Agreement by the Contractor or
Contractor's officers, employs, agents, representatives orsubcontractors and
resulting in or attributable to personal injury, death, or damage or destruction
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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
Broadway 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.
6.3 To the extent of the indemnity in this contract, Contractor's 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.
6.4 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.
6.5 All insurance coverages for subcontractors shall be subject to all of
the insurance and indemnity requirements stated herein.
6.6 The limits of insurance described herein shall not limit the liability of
the Contractor and Contractor's agents, representatives, employees or
subcontractors.
7. Bonds: Payment and Performance Bonds are required on all Public Works
Improvement Projects.
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
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i ated when mailed in the United States mail, certified,
deemed commun c
return receipt requested, addressed as follows:
City of Meridian,
Purchasing Agent
33 E. Broadway Avenue
Meridian, Idaho 83642
Apex Integrated Security Systems
Attn: John Elliott
109 South 4 Street
Boise, I D 83702
Ph. (208) 378-9650
____
Idaho Public Works License #: ELE-SC-31669
Either art ma chan a their address for the purpose of this paragraph by
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ivin written notice of such change to the other in the manner herein
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provided.
9. Attorne Fees: Should any litigation be commenced between the parties
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hereto concernin this Agreement, the prevailing party shall be entitled, in
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addition to an other relief as may be granted, to courtcosts and reasonable
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attorne s' fees as determined by a Court of competent jurisdiction. This
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rovision shall be deemed to be a separate contract between the parties and
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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 strict) of the essence with respect to each and every term, condition
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and rovision hereof, and that the failure to timely perform any of the
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obli ations hereunder shall constitute a breach of, and a default under, this
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Agreement by the party so failing to perform.
11. Assi nment: It is expressly agreed and understood by the parties hereto,
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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.
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13. Reports and Information:
ch times and in such forms as the CITY may require, there shall
13.1 At su
' hed to the CITY such statements, records, reports, data and
be furnis
tion as the CITY ma re uest pertaining to matters covered by this
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Agreement.
1 .2 Contractor shall maintain all writings, documents and records
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re ared or com filed in connection with the performance of thisAgreement
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for a minimum of four 4) years from the termination or completion of this or
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A reement. This includes any handwriting, typewriting, printing, photo static,
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hoto ra hic and eve other means of recording upon any tangible thing,
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an form of communication or representation including letters, words,
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ictures, sounds or symbols or any combination thereof.
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14. Audits and Ins ections: At anytime during normal business hours and as
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often asthe CITY maydeem necessary, there shall be made availabletothe
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
ersonnel, conditions of employment and other data relating to all matters
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covered by this Agreement.
15. Publication, Reproduction and Use of Material: No material produced in
whole or in art under this. Agreement shall be subject to copyright in the
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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. Com )fiance with Laws: In performing the scope of work required
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hereunder, CONTRACTOR shall comply with all applicable laws, ordinances,
and codes of Federal, State, and local governments.
17. Chan es: The CITY may, from time to time, request changes in the Scope
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of Workto be performed hereunder. Such changes, including any increase
or decrease in the amount of CONTRACTOR'S compensation, which are
mutual) a reed upon by and between the CITY and CONTRACTOR, shall
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be incor orated in written amendments which shall be executed with the
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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
enforceabilit of any other part of this Agreement so long as the remainder of
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the Agreement is reasonably capable of completion.
' r of Default: Waiverof default b either partyto thisAgreementshall
19. Waive Y
not be deemed to bewaiverof any subsequentdefault. Waiverorbreach of
an rovision of this Agreement shall not be deemed to be a waiver of any
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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 A reement. It has received independent legal advice from its attorney's
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or the opportunity to seek such advice.
21. Entire A reement: This Agreement contains the entire agreement of the
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arties and supersedes any and all other agreements or understandings, oral
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of written, whether previous to the execution hereof or contemporaneous
herewith.
22. Order of Precedence: The .order or precedence shall be the contract
a reement the Invitation for Bid document, then the winning bidders
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submitted bid document.
23. A licable Law: This Agreement shall be governed by and construed and
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enforced in accordance with the laws of the State of Idaho, and the
ordinances of the City of Meridian.
24. A royal Required: ThisAgreement shall not become effective or binding
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until approved by the City of Meridian.
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CITY OF MERIDIAN
APEX INTEGRATED SECU TY SOLUTIONS
TnnAnAY WFFRI~ MAYOR BY:
Dated.
~;,1C3-ilii~~rr~~i
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~~~ ~ ~~ ~ ~
~d
Attest: Q d~ ~~.
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~-
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::
YCE . HOLMAN, CITY CL~ K ~- o~
ti°~ ~ .
Approved by Council: 'f~ QQUN~~ , ,``~
~~~~~~jltOtJ 111111~~~`A
Approved as to Content
BY: /
KEITH ATTS, PU RASING ANAGER
Dated: ~~ ~'{ / ~ 1
Apex -Access Control @ WTR -10235 - kw
Dated: ~~f~f~
Departure t Approval
BY: ~~/`
NAME: Rich Dees
TITLE: Deputy Director Public Works
Dated: 3~~/ ~~
Approved as to Form
CITY ATTORNEY
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Exhibit A
SCOPE OF WORK
Provide and Install access control for nine (9) access points listed below. Price includes all
equipment required to utilize existing Lenel OnGuard software running on existing City
server.
1. Vehicle Gate
2. Main Entry
3. Vllest Exterior Entry
4. Maintenance Exterior Double Door
5. Shop Exterior Entrance
6. Shop to Office Door
7. SCADA Room
8. Comm. Room
9. Riser Room
Equipment and Services Includes but limited to the following:
9 Lenel Mult-technology Card Readers
5 HES Heavy Duty Electric Strike with Latch Bolt Monitor
1 HES Heavy Duty Surface Mount Strike with Latch Bolt Monitor
1 Schlage Electronic Handle Set
7 Detection Ststems DS150i Request to Exit Motion
3 Overhead Door Contacts
1 Cable -Access Control Cable
1 Misc. Materials and Supplies required to complete installation
1 Labor: Installation, Programming and Testing required to complete installation.
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Exhibit B
MILESTONE 1 PAYMENT SCHEDULE
com lete com ensation for this Agreement shall not exceed
A. Total and p p
$22,650.00.
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Integrated Security Solutions
FACSIMILE TRANSMITTAL SHEET
TO: FROM:
Dalelyn Allen-O~ice Manager
Keith Watts 8- 6 0
(208) 37 9 5
COMPANY: DATE:
City of Meridian 3h/aou
FAX NUMBER: FAX NUMBER:
(ao8) 88~-48i3 (zo8) 378-9660
RE: TOTAL NO.OF PAGES INCLUDING COVER:
Signed Contracts 13
^ URGENT ^ FOR REVIEW ^ PLEASE COMMENT ^ PLEASE REPLY ^ PLEASE RECYCLE
NOTESJCOMMENTS:
Please let me know if you have any questions.
Sincerely,
Dalelyn Allen
Office Manager
daleCa~apexboise.com
208.38.9650
208.378.9660 fax
~r~~~ ~~ ~ ~~,~~~
io9 SOUTH 4TH STREET
BOISE, ID 837oa
PHONE: (zo8) 378-9650 I FAX: (zo8) 378-9660
03/01/2011 1fi:24 FAX 2083789660 APEX INTEGRATED SECURITY
[~ ool
,.
TRANSMISSION OK
TX/RX NO
RECIPIENT ADDRESS
DESTINATION ID
ST. TIME
TIME USE
PAGES SENT
RESULT
~~~ TX REPORT ~~~
1788
8874813
03/01 16:22
01'57
13
OR