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HomeMy WebLinkAboutAll Guard Systems, Inc. (2)PURCHASE AND INSTALLATION AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND ALL -GUARD ALARM SYSTEMS, INC. These terms and conditions govern the purchase of materials, supplies, and/or equipment, including any related installation, training, and/or minor services and repairs described in this Purchase Agreement ("Purchase Agreement") by All -Guard Alarm Systems, Inc. ("Vendor") for the Town of Los Altos Hills ("Town"). Vendor and Town are collectively referred to in this Purchase Agreement as "the Parties." If %_11 the Vendor selects subcontractors to execute a portion the terms of this Purchase Agreement, that subcontractor is an agent of the Vendor, and is hereby included by reference as "the Vendor." 1. Time of Performance. This Purchase Agreement shall commence effective April 15, 2019, and shall end when Vendor has provided to the Town the Products and Services described in this Purchase Agreement, and in Exhibit A ("Products" and/or "Services"). The equipment and products listed in Exhibit A must be delivered by May 6, 2019. The installation and other services set forth in Exhibit A must be completed by May 6, 2019. Vendor shall provide annual maintenance services and any products or materials related to annual maintenance ("Maintenance Services"), as more specifically described in Exhibit A. The Maintenance Services shall commence on May 6, 2019 for a period of one year and shall be automatically renewed for consecutive terms of one month until May 6, 2022 unless either party gives written notice, at least thirty (30) days prior to the end of such term, to the other, of intent to allow the Maintenance Services to expire as of the end of the then current term. In the event that any of the terms of Exhibit A conflict with this Purchase Agreement, the terms of the Purchase Agreement shall prevail. 2. Description of Goods. Vendor shall perfonn everything required to be performed and shall provide and furnish to Town with programming and configuration of WinPak 4.7 software and shall complete delivery F.O.B. to the Town of Los Altos Hills on or before the date of this Purchase Agreement in strict accordance with the specifications as established by this Purchase Agreement and Exhibit(s), which specifications are incorporated herein and made part of this Purchase Agreement. 3.. Description of Purchase. The Town hereby agrees to pay Vendor for the Products and/or Services with a not to exceed amount. The total compensation for Products and/or Services performed under this Purchase Agreement is not to exceed $3245 for a direct sale of the Access Control System and replacement of batteries. The Town agrees to pay Vendor half upon completion of this agreement and half upon the completion of the installation. Additionally, the total cost for Maintenance Services is an $52 per month. The amounts stated in this Agreement constitute the entire compensation payable to Vendor for Products and Maintenance Services performed hereunder, including all taxes, delivery, labor, materials, tools, equipment, and installation costs,., if applicable. The Town shall pay Vendor invoices for Products and/or Services actually delivered in accordance with this Purchase Agreement. To be eligible for payment, Vendor invoices must itemize the Products and/or Services delivered and the corresponding prices in accordance with this Purchase Agreement. Payment of Vendor invoices does not constitute acceptance of Products and/or Services delivered. Prices of Products and/or Services delivered that are not in accordance with this Purchase Agreement are subject to adjustment. In no event will the prices of Products and/or Services delivered exceed that specified on this Purchase Agreement. Payments shall be subject to adjustment for defects in quality or failure of Vendor to meet terms and conditions herein and in Exhibit A. Such adjustments shall be equal to one hundred percent (100%) of Town's costs to correct such defects or Vendor's failure to meet Purchase Agreement requirements. 4. Taxes. Vendor shall pay all applicable federal, state and local taxes, which may be chargeable against the delivery of the Products and/or Services listed herein, unless taxes are listed and detailed as part of the costs as set forth in Section 3 of this Purchase Agreement above. Page 1 of 5 [Rev. -06/28/2018] 5. General Warranties and Product Com fiance. Vendor warrants that: (A) All Products and/or Services are as described on this Purchase Agreement conform to all drawings, samples, descriptions and specifications contained in Exhibit A; (B) All Products and/or Services delivered are new and of good merchantable quality, free from material defects of workmanship and fit for the purpose for which sold or provided; (C) Vendor has good title to all Products delivered and all Products delivered are free from liens and other encumbrances; and (D) Vendor's delivery and installation of the Products and/or Services will be in strict conformity with all applicable local, state, and federal laws. For purposes of this warranty, any Products or components not meeting the foregoing quality shall be deemed defective. The foregoing warranty provisions shall also be applicable to equipment or materials provided by a third -party entity to Vendor via this Purchase Agreement. Vendor also expressly guarantees that the Products and/or Services furnished by it to Town shall be free from breakage or defects of material and workmanship under normal use, service and maintenance from the date of acceptance of the Town, and expressly agrees to repair or replace Products and/or Services or any part thereof which proves defective as a result of inferior or defective materials,, equipment or workmanship. If within the period stated above, any repairs or replacements in connection with the Products and/or Services are, in the opinion of the Town, rendered necessary as a result of the use of inferior or defective materials, equipment or workmanship, Vendor agrees on receipt of notice from Town and without expense to the Town, for freight, parts or labor, to properly repair, replace or correct any and all such defects therein. If Vendor, after such notice, fails to proceed promptly with the terms of this warranty and guarantee, the Town may perform the work necessary to effectuate such corrections,, repairs and replacements, and recover the cost thereof from Vendor. 6. Damage to Town Facilities. Damage to Town or public facilities or private property caused by the Vendor or by its subcontractors during delivery and/or installation shall be repaired and/or replaced in kind at no cost to the Town. 7. Site 1,Safety and Cleanup. The delivery and installation site shall always be kept clean and free, of hazards during installation, After installation is completed at the site, Vendor shall clean the surrounding area to the condition prior to installation. 8. Final Insvection and Work Acceptance. Finished installation work and/or equipment shall be subject to final inspection and acceptance or rejection by the Town. 9. Indemnity. To the ftillest extent permitted by law, Vendor shall indemnify, defend (with counsel acceptable to the Town), and hold harmless the Town and its elected and appointed officers, officials, employees, agents, contractors and consultants (collectively, the "Town Indemnitees") from and against any and all liability, loss, damage, claims, expenses and costs (including, without limitation, attorneys' fees and costs of litigation) (collectively, "Liability") of every nature arising out of or in connection with the delivery and installation of the Products and/or Services described on this Purchase Agreement or Vendor's failure to comply with this Purchase Agreement, except such Liability caused by the gross negligence or willful misconduct of the Town Indemnitees. 10. Insurance. Before beginning any installation, work and continuing throughout the term of this Purchase Agreement, Vendor, at its sole cost and expense, furnish the Town with certificates of insurance evidencing that Contractor has obtained and maintains insurance in the following amounts,* A. Workers' Compensation that satisfies the minimum statutory limits. B. Commercial General Liability and Property Damage Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence, TWO MILLION Page 2 of 5 [Rev:06/28/2018] DOLLARS ($2,000,000) annual aggregate, for bodily injury, property damage, products, completed operations and contractual liability coverage. The policy shall also include coverage for liability arising out of the use and operation of any Town -owned or Town -furnished equipment used or operated by the Vendor, its personnel, agents or subcontractors. C. Comprehensive automobile insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) per occurrence for bodily injury and property damage including coverage for owned and non -owned vehicles. All insurance policies shall be written on an occurrence basis and shall name the Town Indemnitees as additional insureds with any Town insurance shall be secondary and in excess to Vendor's insurance. If the Vendor's insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer's liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer's liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. A The Town Risk Manager, in writing, may approve a variation in the foregoing insurance requirements. A valid and executed approval by Risk Manager must accompany this Purchase Agreement for a variation to be binding. 1. Wage. Where installation on Town property or a public right-of-way constitutes a public work as defined under Labor Code Section 1720, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Purchase Agreement, shall be not less than the prevailing rate for a day's work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director's authority under Labor Code Section 1770, et sect. Each laborer, worker or mechanic employed by Vendor or by any subcontractor shall receive the wages herein provided for. The Vendor shall. pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per them wages. The difference between the prevailing rate of per them wages and the wage paid to each worker shall be paid by the Vendor to each worker. An error on the part of an awarding body does not relieve, the Vendor from responsibility for payment of the prevailing rate of per them wages and penalties pursuant to Labor Code Sections 1770-1775. The Town will not recognize any claim for additional compensation because of the payment by the Vendor for any wage rate more than prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Vendor. A. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Vendor shall post at appropriate conspicuous points at the site of the project a schedule showing all determined 'Prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions,, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. B. Payroll Records. Each Vendor and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per them wages paid to each Page 3 of 5 [Rev:06/28/2418] journeyman., apprentice, worker, or other employee employed by the Vendor in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776. 12. Payment of Ern to Taxes- Tax withholding. Vendor is solely responsible for the payment of , -mw I.. - i employment taxes for any installation work incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Vendor must provide Town with a valid California Franchise Tax Board form 590 ("Form 590"), as may be amended and such Form 590 shall be attached hereto and incorporated herein as Exhibit B. Unless Vendor provides Town with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, Town may withhold California taxes from payments to Vendor as required by law. Vendor shall obtain and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Vendor accepts sole responsibility for withholding taxes from any non -California resident subcontractor and shall submit written documentation of compliance with Vendor's withholding duty to Town upon request. 13. Termination. In addition to all other legal and equitable rights of the Town, the Town may terminate this Purchase Agreement upon notice to the Vendor. If the Town terminates this Purchase Agreement, the Town will pay the Vendor for Products and/or Services accepted in accordance with this Purchase Agreement prior to the date of termination. 14. Prevailing Party. In the event that either party to this Purchase Agreement commences any legal action or proceeding (including but not limited to arbitration) to interpret the terms of this Purchase Agreement, the prevailing party in such a proceeding shall be entitled to recover its reasonable attorney's fees associated with that legal action or proceeding. 15. Notice. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that"' such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows. - Vendor: All- Guard Alarm Systems, Inc. 23194 Kidder Street Hayward, CA, 94545 Town: City Clerk Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 16. Assienment. Governing Law. The Vendor may not assign any of Vendor's obligations under this *0..... . . . ... Purchase Agreement without the Town's prior written approval. This Purchase Agreement is governed by California law. The jurisdiction for any litigation arising from this Purchase Agreement shall be in the state of California and shall be venue in the County of Santa Clara. 17. Severability. If any portion of this Purchase Agreement is held invalid, the Parties agree that such invalidity shall not affect the validity of the remaining portions of this Purchase Agreement. Page 4 of 5 [Rev. -06/28/2018] 18. Entire Aareement. This Agreement represents the entire and integrated agreement between the Parties. This Purchase Mrreement, may be modified or amended only by a subsequent written agreement signed by both Parties. 19. Execution in Counterpart. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties. TOWN OF LOS ALTOS HILLS A Municipal Corporation By: City Manager Approved as to Form.: City Attorney 3214284.1 VENDOR 0 .1. ��aw"o By: Authorized Representative Denis Cooke, Owner/CEO Page 5 of 5 [Rev:06128i201$] Exhibit A COMMERCIAL RESIDENTIAL. SECURITY SYSTEMS April 16, 2019 Cody A. Einfalt Los Altos Hills Town Hall 26379 Fremont Road Los Altos Hills, CA 94022 ceinfaltglosaltoshills.ca. gov ]Dear Cody, We are pleased to provide this proposal to update the software for your Access Control System and provide three contract options for your site of 26379 Fremont Road, Los Altos Hills, CA, 94022. The software serves as an administrative and data base source. The on -board memory of the control panel is updated anytime there is a change to the software and the control panel and work station are connected. Make sure you are updated, on your data base and print out your reports showing people, cards, and profiles. Once the new computer or OS are updated, your current software will stop functioning, but your last input will continue to work from the control panel, you will just be unable to make changes until the new software is installed. We will come out and install the new software and provide an updated training season. We will come back once the new software is uploaded with your data base. We will come out and reconnect through your LAN the control panel to the Software. Los Altos Dills to Perform prior to our arrival: Perform Back up and printing out reports showing people, cards, Profiles, and time schedules All- Guard to Provide and Install: One (1) Win Pak XE 4.7 Four (4) 12v 7.5ah Batteries for Control Panel and Power Supply All.- Guard to Leave as is: One (1) Honeywell NX 123 Door Controller One (1) Honeywell Dual Board controller One (1) Power Supply Three (3) Readers Three (3) Locking Hardware and connections Los Altos Hills to Provide: New work Station. with New 0S — windows 10 IP Port and IP address IT support the days we are on site to eliminate any fire walls or security software All -Guard to Provide: Programming and Configuration of system Testing of all reader doors after new Software Install New VvT 4.7 updated Software Training Standard Service on Controller, Service on T&M on rest of the System, does not include Batteries or damage as a result of Vandalism or Weather. Contract Options: 1) Upgrade Software and buy out Contract (Los Altos Hills to Own), Standard Service on Controller Only, Service on T&M on the rest of the system Direct Sale: $3,245-00* New Monthly Cost $52.00 New One (1) Year Contract * V/ due upon contract and % due upon completion Please call to discuss any questions, concerns, or acceptance at 510-604-9125. Best Regards, Steven Kennedy All -Guard Alarm Systems, Inc. skennedykallgLiardsystems.com Please Sign below for acceptance: Print Name: Signature: Title: Date: Print Name: Steven Kennedy ACE:....-:65780— Signature: Title: Date: