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HomeMy WebLinkAboutAgreement_General_12/03/2009 (3)A Argent Systems An Equipment Proposal For Village of Tequesta December 4, 2009 A Argent Systems, Inc., Purchase Agreement Argent Systems Contract # AR-VT-12042009 Purchased by: Village of Tequesta 357 Tequesta Drive, Tequesta, FI., 33469 Bill to Representative: Brad Gomberg Sold by: Argent Systems Incorporated 4638 126 Drive North #101 Royal Palm Beach, Florida 33411 Phone: (561) 784-9464 Fax: (561) 753-4577 www.argentysys.com Representative: John E. Forde PH: (561) 784-9464 Ext. 106 jforde(a~argentsys.com -2- A Argent Systems, Inc., Purchase Agreement Argent Systems An Equipment Proposal from Argent Systems Inc. For Village of Tequesta December 4, 2009 Total Project Investment Summary (See detail below) Total Investment $67,853.54 Terms: 50% Due Upon Contract $33,926.77 -3- A Argent Systems, Inc., Purchase Agreement Argent Systems Project Definition Argent Systems Inc. will at a time agreed to with the customer Install the Toshiba CIX670 Telephone System, Toshiba IES16 Voicemail System, and the Voice over Internet Protocol (VoIP) solution Village wide, to customer specifications. The configuration of the Toshiba equipment will accommodate up to, (1) PRI Digital Voice Circuit, (4) Anaolg telephone lines (POTS) for PRI Back-up, (80) digital extensions (Actual used = 74), (40) IP Channels (Actual Used = 27, 19 IP Extensions & 8 Voicemail Ports), (2) SoftIP Phones (Actual Used = 2) (8) Voicemail Auto-Attendant Ports, (4) 10 Button Digital Sets with 10 Button DSS/BLF Add-On-Modules as Operator Consoles, (2) Digital Cordless Sets, (120) Unified Message Licenses (Actual Used = 100), (2) Ports for Fax Server, (1) Music on Hold Player, (1) External Page port and (1) Music on Hold port. Also this configuration includes Battery Back-Up and Surge Protection for the Equipment and Surge Protection for the Lines (POTS). Scope of Work Location: 357 Tequesta Drive, Tequesta, FI., 33469 Argent Systems Inc., Technicians will, at a time agreed to with the customer, meet and design the implementation of the Toshiba Telephone, Voicemail and VoIP Systems installation including the Training schedule. Upon agreement to the design by the customer, Argent Systems Inc., will begin installation on the date specified by customer. The installation will take place during normal business hours. In the event that an after hours installation is required by the customer it will be at the discretion of the Argent Systems Service Coordinator. The Main Toshiba Equipment will be installed at the main Distribution Frame (MDF) of The Fire and Police Department. From this location each additional Tequesta Facility will be fed with the necessary technologies. All VoIP locations will be installed by Argent Technician with the full assistance and interaction of the Village IT Director. (See below for each addtiional Location and it's deliverables} After the successful installation, wiring and testing of all Toshiba equipment the Argent representative(s) will execute Training of all customer employees based on the agreed time table. Please note that due to the nature of this installation, Standard & IP Telephoney, full cooperation and interaction beiween Argent Technicians and Village of Tequesta IT staff is encouraged and necessary. Customer will then sign off on completion of project. Note: This proposal includes labor to remove and reterminate existing CAT 5e Cabling in the City Hall Communications Room. A necessary correction of previous Vendors work, requested by the City's Director of IT, to make said cabling CAT 5e Compliant. -4- A Argent Systems, Inc., Purchase Agreement Argent Systems ~~ Scope of Work cont'd Location: 345 Tequesta Drive, Tequesta, FI., 33469 City Hall; will be directly connected to the Toshiba Equipment via existing Under Ground Copper Feed Cable to Digital Telephone extensions provided by this proposal. Waiver: "This existing cable was installed at time of construction and is therefore not under Warranty by Argent Systems, Inc. If any problem should arise from the use of this cable any and all troubleshooting associated to this will be done on a time and material basis." Location: 399 Seabrook Road, Tequesta, FI., 33469 Parks 8~ Recreation Dept; will be connected to the Toshiba Equipment via VoIP technology. There will be 1 VoIP Desk Phone and 2 VoIP Wall Mounted Phones installed at the facility, provided by this proposal, on the Wide Area Network which is 100% managed by the City's IT Staff. Each Phone set has a built in Analog Telephone Line Port (POTS) that will have a common line plugged in for 911 and VoIP Back-Up purposes. Location: 136 Bridge Road, Tequesta, FI., 33469 Public Works; will be connected to the Toshiba Equipment via VoIP technology. There will be 3 VoIP Desk Phones and 2 VoIP Wall Mount Phones installed at the facility, provided by this proposal, on the Wide Area Network which is 100% managed by the City's IT Staff. Each Phone set has a built in Analog Telephone Line Port (POTS) that will have a common line plugged in for 911 and VoIP Back-Up purposes. Location: 101 North Old Dixie Highway, Tequesta, FI., 33469 Water Treatment Plant; will be connected to the Toshiba Equipment via VoIP technology. There will be 4 VoIP Desk Phones and 1 VoIP Wall Mount Phone installed at the facility, provided by this proposal, on the Wide Area Network which is 100% managed by the City's IT Staff. Each Phone set has a built in Analog Telephone Line Port (POTS) that will have a common line plugged in for 911 and VoIP Back-Up purposes. -5- A Argent Systems, Inc., Purchase Agreement Argent .Systems Miscellaneous Cross-Connects Cross connecting of all Phone Extensions and Bell Carrier Lines is included. Backboards A 3/." piece of Plywood, 8'X4' backboard is required for the mounting of all equipment where Main Distribution Frame (MDF) will be. (N/A -Already in place) General Requirements 1 Quad outlet, dedicated electrical circuit, is required no more than aft. away from the provided backboard. Also a #6 Ground Wire and Bar is required for Bell Services. (N/A -Already in place) Assumptions No work will commence until client signs a valid agreement. The client will provide adequate space and power for all equipment being connected. Access will be provided to all areas where phones are being installed. Any additional work required not addressed in this scope of work will be considered outside the scope of this project and will be billed accordingly. Equipment Trade-In Trade In pricing offered by Argent Systems, Inc. is based on Current Market Value of the System(s) for that week. By time of signature the Value of the equipment may have depreciated and therefore the Contract price may have to be adjusted. -6- Argent Systems, Inc., Purchase Agreement TERMS AND CONDITIONS 1. EXCLUSIVE TERMS. All orders of products and/or services from Argent Systems or any affiliate thereof (Argert Systems) are subject to the following terms and conditions. This document and all attachments are hereinafter referred to as this "Agreement°. As a material condition to all sales hereunder, the terms and conditions set forth in this Agreement shall constitute the entire agreement between Argent Systems and "Purchaser" relating to the sale of the products ("Products") and/or services ("Services") described in this Agreement, a any subsequent purchase or sales order from Purchaser. No conflicting, varying or additional terms or conditions which may appear im any prior or subsequent purchase order a other document of Purchaser shall be of any force or effect, and Argent Systems hereby expressly rejects and objects to the same. 2. PRICE. The prices under this Agreement are exclusive of alt shipping, insurance, handling and storage charges and/or sales, use a other taxes. Prices set forth in this Agreement shall remain m effect only for the order set forth in this Agreement. Any reduckion of total order quantity may result in an increase in price based upon such reduction. In the even[ [hat Purchaser does not accept shipment of all Products subject hereto when tendered, Argent Systems reserves the right to adjust price applicable to such Products and to bill Purchaser upward on the basis of such adjusted prices. 3. TAXES. Except for Argent Systems income taxes, Purchaser shall pay all federal, state, municipal or other sales, use, excise a other taxes, assessments and chazges assessed or levied against the Products and/or Services and to pay Argent Systems on request for any federal, state, municipal, or other sales, use, excise or other taxes, assessments or charges payable by Argent Systems with respect to the Products and/or Services a the sale thereof. 4. DELIVERY CONDITIONS. I~livery shall be F.O.B point of shipment. Argent Systems, in its discretion, will either pre-pay the freight and insurance and bill Purchaser for such chazges or ship the Products freight collect and require Purchaser to famish evidence of insurance. Purchaser assumes all risk of loss upon delivery of the Products by Argent Systems to the carrier. Argent Systems, on behalf of Purchaser, shall exercise its own discretion as to the method of shipment and the tamers to be used All goods returned to Argent Systems without its prior written authorization may be re[umed to Purchaser feighT collect. 5. CANCELLATION CHARGES. Orders hereunder are non-cancelable by Purchaser, provided, however, that Argent Systems, in its sole discretion, may accept Purchaser's request for cancellation. If Argent Systems accgrts Purchaser's request for cancellation, Argent Systems shall have no obligation to Purchaser for such cancelled order, and Purchaser, in addition to restocking charges, shall be liable to Argent Systems for any special and consequential costs or expenses incurred by Argent Systems as a result of such cancellation, including, but not limited to lost profits. 6. PAYMENT. Except as otherwise stated in Attachments to this Agreement, Purchaser shall remit payment in fiill for the Products and/or Services sold hereunder and for all freight, insurance and other chazges due Argent Systems hereunder, at or before delivery of the Products to the carrier or prior to commencement of any Services, a if agreed to by Argent Systems immediately from Argent Systems invoice date. Argent Systems reserves the right [o charge interest on delinquent payments at an annual rake equal to the lesser of lg% or the maximum rate allowed by law. 7. WARRANTY. Argent Systems warrants that when shipped the Products will be in good working order in accedance with manufacnuer spedfications and that Services will be performed in a workmanlike manner. Argent Systems sole responsibility under this warranty shall be at its sole option to repair or replace any Product that fails to work in conformity to such specifications or fails because Services were not performed in a workmranlike manner, provided Purchaser has reported such failure to Argent Systems in writing within thirty (30) days after tender of the products to Purchaser or from the date the Services in question were performed All replaced Products and arts shall become the property of Argent Systems and Purchaser shall ship such replaced goods to Argent Systems with freight and insurance prepaid. This warranty does not extend to any third party. This warranty is void if Products are: (a) modified by anyone other than Argent Systems; (b) interconnected a otherwise combined or used in conjunction with any hardware, software or other equipment or device which was not fiunished by Argent Systems; (c) used in a manner for which it was not designed or other wise contrary to the specifications therefore; or (d) used with and expendable supplies which are of a quality below that recommended by manufacturer. EXECEPT FOR THE EXPRESS WARRANTY STATED HEREIN, ARGENT SYSTEMS DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES ON THE PRODUCTS AND/OR SERVICES FURNISHED HEREUNDER, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF ARGENT SYSTEMS ARISING OUT OF OR IN CONNECTION WITH PERFORMANCE OF THE PRODUCTS AND/OR SERVICES. 8. DISCLAIMER AND LIMITATION OF LIAILITY. Purchaser's exclusive remedy for any breach by Argent Systems shall be repair a replacement of Products as set forth in paragraph 7. In mo event shall Argent Systems be liable for any special, incidental, exemplary or consequential damages, including, but not limited to lost revenues, lost profits, lost savings, loss or altcrstion of data, programming, programs or software, costs or damages resulting from toll fraud, costs of substitute hazdwaze or software, and down-time and other costs and damaooes associated with to loss of use of hardware or any data or programming stored thereon or used therewith, even if Argent Systems knew a should have known of the possibility of such damages and Purchaser shall indemnify and hold Argent Systems harmdess against all such liability. Argent Systems shall not be liable for delay in the performance of any of its obligations under this Agreement arising out of caused beyond its control, including but not limited to acts of God, governmental action, fires, floods, epidemics, quarantines, strikes, embargoes or severe weather, acts of omissions of Purchaser or interruptions in its supply of Products. 9. SECURITY INTEREST. Purchaser hereby grants Argent Systems a purchase money security interest in the Products as security for Purchaser's performance of all obligations and payment of all amounts hereunder until all amounts provided for in this Ageement, whether evidenced by note or not, shall be fiilly and indefeasibly paid. The Prodncts shall remain separate personal property, whatever may be the mode of their attachment to other property, until the purchase price is fully and indefeasibly paid. Pmchaser shall perform all acts which may be necessary to perfect and assure retention of such security interest in Argent Systems, including but not limited to execution and delivery of security agreement(s) This Agreement may be filed as a financing statement and Purchaser appoints Argent Systems as its attorney-in-fact to execute other financing statements, which power of attorney is coupled with and interest and is irrevocable. 10. CONFIDENTIALITY. Purchaser agrees not to disclose to others or to use this Agreement, any infomretion combined herein, or any other confidential or proprietary information and/or material of Argent Systems acquired hereunder a in connection herewith, except as authorized in writing by Argent Systems. Pmrchaser shall by such means as are reasonably necessary require its officers, directors, employees and agents to keep such information and/or material confidential. The obligation to keep such information and/or material confidential shall survive delivery by Argent Systems of Products and/or Services pursuant to this Agreement. 11. GENERAL PROVISIONS. This Agreement shall be binding upon and inure to the benefit ofthe parties and their respective successes and permitted assigns by the Laws of the state of Florida. Neither this Agreement nor any variation or modification of this Ageement or waiver of any of the terrors and provisions hereof shall be deemed valid and binding upon Argent Systems unless in writing, signed by and officer of Argem Systems and delivered by Argent Systems to Purchaser. Failure by either party to enforce any term hereof shall not be deemed a waiver of future principles. If any provision of this Agreement is held invalid under any applicable statute or rule of law, such invalidity shall not affect other provisions of this Agreement, and to this end the provisions of this Agreement are agreed to be severable. Notwithstanding the above, such invalid provisions or clause shall be construed to the extent possible in accordance with the original intent of the parties and enforced as so constmed. Time is of the essence for performance by Purchaser of all obligations hereunder, and Argem Systems shall use reasonable efforts to perform its obligations by any deadline or within any period of time specified herein. In the event that Argent Systems initiates and legal action to enforce any provision of this Agreement against Purchaser, Argent Systems shall be entitled to recover from Purchaser Argent Systems reasonable attorney's fees and cost incurred in such action. 7 A Argent Systems ~® Argent Systems, Inc., Purchase Agreement Equipment Investment Summary Description Qty Adtran Channel Service Unit Ace for T1 and/or ISDN PRI 1 APC Badc-UPS RS-1500 LCD 2 Toshiba Large Install Kit 1 4-circuit analog Loop Start CO Line with Caller ID Interface. 1 ISDN Primary Rate Interface Unit. 1 4-port Serial Interface Subassembly. 1 8-circuit Standard Telephone Interface with MW and Caller ID. 1 16-Circuit Digital Station Interface Unit. 5 Base Cabinet with Power Supply for CIX670 and CIX1200. 1 Expansion Cabinet with Power Supply for CIX670 and CIX1200. 1 CIX670 Voice Mail Small System "Build-a-bundle" Flexible Package 1 CIX670 Basic R4.x Processor (Ports 1-192) (BCTU2A). 1 Remote Maintenance Modem for ACTU/ACTU-S/LCTU/BCTU 1 (AMDS1A). 10-button LCD Label less Backlit Display Expansion Module g Strata DECT 6.0 Cordless Phone with Base station 2 Single-line Digital Telephone Non-display 25 10-button Full-Duplex Digital Speakerphone 9-line Backlit LCD Display 49 ITW-Linz 4 Outlet AC Surge Protector 1 ITW-Linz 4 Port 110 CO Protector 1 10-button IP Speakerphone 4-line LCD, Endpoint Lic., AC Power 3 10-button IP Speakerphone CO line Backlit LCD, Endpoint Lic., 16 4-port CO Line/Station License for Strata CIX/CTX Systems 15 IP Endpoint License for Strata CIX. 20 License for one SoftIPT user on Strata CIX/CTX systems. 2 16-channel IP Interface Unit 3 On Hold Plus 7000 Digital Player wlCD Player & Flash Dr 1 Modular DB9 connector for connecting an SMDI or SMDR PC 1 ISDN PRI Cable Kit with Ferrite Core. 1 Stratagy iES16 with 8 ports, UM, 8 cable and does pads. 1 Fax Server Feature Group. Remote upgrade. See Notes 1-4 1 50 Seat Unified Messaging Upgrade. Remote upgrade. 2 Labor for Installation (Irg) 1 7 Year Toshiba Extended Warranty 1 All of the above listed Toshiba equipment comes with a - 7 year Manufacturer Warranfy. -8- A Argent Systems Argent Systems, Inc., Purchase Agreement Total Purchase Price (Tax Exempt) Purchase Acceptance Village of Tequesta Print Name (Officer of company) Signature Argent Systems Print Name Signature $67,853.54 Date Date /.Z// / tV DatEf U Dat