HomeMy Public PortalAboutORD14891 BILL NO. 2011-109
SPONSORED BY COUNCILMAN Harvey
ORDINANCE NO. j�_j q I
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH ISG
TECHNOLOGIES, INC., FOR THE UPGRADE OF THE SURVEILLANCE CAMERA
SYSTEM AT THE THOMAS E. WHITECOTTON BUILDING.
WHEREAS, ISG Technologies, Inc., has become the apparent lowest and best offer for
the upgrade of the surveillance camera system at the Thomas E.
Whitecotton building;
NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF
JEFFERSON, MISSOURI, AS FOLLOWS:
Section 1. The final offer of ISG Technologies, Inc., is declared the lowest and best
offer and is hereby accepted.
Section 2. The Mayor and City Clerk are hereby authorized to execute an agreement
with ISG Technologies, Inc., for the upgrade of the surveillance camera system.
Section 3. The agreement shall be substantially the same in form and content as
that agreement attached hereto as Exhibit A.
Section 4. This Ordinance shall be in full force and effect from and after the date of
its passage and approval.
Passed: A) , a�/ Approved: t /Go
Presiding Officer Mayor
A ST: APP"RED AS TO FORM:
6fy Clerk nterim City Counselor
CITY OF JEFFERSON
THIS AGREEMENT made and entered this AA day ofNovember,2011,by and between the City ofJefferson,
a Municipal Corporation,hereinafter referred to as"City,"and Integrated Solutions Group hereinafter referred to
as "Contractor."
WHEREAS, the City is desirous of Surveillance Camera Upgrade System and installation as per ISG
Technology quote for the Jefferson City Police Department..
WHEREAS,Contractor is willing to enter into this Agreement with respect to the services upon the terms and
conditions herein set forth.
NOW,THEREFORE,be it agreed as follows:
1. Scope of Services.
Purchase and installation of Surveillance Camera Upgrade System for the Jefferson City,Missouri,Police
Department, as per ISG Tech quote as made a part of this agreement.
2. Manner and Time for Completion.
Contractor agrees with the City to furnish all supervision,labor,tools,equipment,materials and supplies
necessary to perform, and to perform, said work at Contractor's own expense in accordance with the
contract documents and any applicable City ordinances and state and federal laws, within sixty (60)
calendar days from the date Contractor is ordered to proceed,which order shall be issued by the Chief of
Police within ten(10)days after the date of this contract.
3. Prevailing Wages.
To the extent that the work performed by Contractor is subject to prevailing wage law,Contractor shall
pay a wage of no less than the "prevailing hourly rate of wages"for work of a similar character in this
locality,as established by Department of Labor and Industrial Relations of the State of Missouri,and as
established by the Federal Employment Standards ofthe Department of Labor. Contractor acknowledges
that Contractor knows the prevailing hourly rate ofwages forthis project because Contractor has obtained
the prevailing hourly rate of wages from the contents of Annual Wage Order No.18, Section 026, Cole
County rates as set forth. The Contractor further agrees that Contractor will keep an accurate record
showing the names and occupations of all workmen employed in connection with the work to be
performed under the terms of this contract. The record shall show the actual wages paid to the workmen
in connection with the work to be performed under the terms of this contract. A copy of the record shall
be delivered to the Fiscal Affairs Supervisor of the Jefferson City Finance Department each week. In
accordance with Section 290.250, RSMo, Contractor shall forfeit to the City Ten Dollars ($10.00) for
each workman employed,for each calendar day or portion thereof that the workman is paid less than the
stipulated rates for any work done under this contract,by the Contractor or any subcontractor under the
Contractor.
4. Insurance.
Contractor shall procure and maintain at its own expense during the life of this contract:
A. Workmen's Compensation Insurance for all of its employees to be engaged in work
under this contract.
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B. Contractor's Public Liability Insurance in an amount not less than $2,000,000 for all
claims arising out of a single occurrence and$300,000 for any one person in a single
accident or occurrence, except for those claims governed by the provisions of the
Missouri Workmen's Compensation Law, Chapter 287, RSMo, and Contractor's
Property Damage Insurance in an amount not less than$2,000,000 for all claims arising
out of a single accident or occurrence and $300,000 for any one person in a single
accident or occurrence.
C_ Automobile Liability Insurance in an amount not less than$2,000,000 for all claims
arising out of a single accident or occurrence and $300,000 for any one person in a
single accident or occurrence.
D. Owner's Protective Liability Insurance. The Contractor shall also obtain at its own
expense and deliver to the City an Owner's Protective Liability Insurance Policy naming
the City and the City as the insured,in an amount not less than$2,000,000 for all claims
arising out of a single accident or occurrence and $300,000 for any one person in a
single accident or occurrence,except for those claims governed by the provisions of the
Missouri Workmen's Compensation Law, Chapter 287, RSMo, No policy will be
accepted which excludes liability for damage to underground structures or by reason of
blasting, explosion or collapse.
E. Subcontracts. In case any or all of this work is sublet,the Contractor shall require the
Subcontractor to procure and maintain all insurance required in Subparagraphs(a),(b),
and(c)hereof and in like amounts.
F. Scope of Insurance and Special Hazard. The insurance required under Sub-paragraphs
(b) and (c) hereof shall provide adequate protection for Contractor and its
subcontractors,respectively, against damage claims which may arise from operations
under this contract,whether such operations be by the insured or by anyone directly or
indirectly employed by it and also against any special hazards which may be
encountered in the performance of this contract.
DOTE: Paragraph(f)is construed to require the procurement of Contractor's protective insurance(or
contingent public liability and contingent property damage policies) by a general contractor whose
subcontractor has employees working on the project, urdess the general public liability and property
damage policy(or rider attached thereto)of the general contractor provides adequate protection against
claims arising from operations by anyone directly or indirectly employed by Contractor.
5. Contractor's Responsibility for Subcontractors.
It is further agreed that Contractor shall be as fully responsible to the City for the acts and omissions of
its subcontractors,and of persons either directly or indirectly employed by them,as Contractor is for the
acts and omissions of persons it directly employs. Contractor shall cause appropriate provisions to be
inserted in all subcontracts relating to this work,to bind all subcontractors to Contractor by all the terms
herein set forth,insofar as applicable to the work of subcontractors and to give Contractor the same power
regarding termination of any subcontract as the City may exercise over Contractor under any provisions
of this contract. Nothing contained in this contract shall create any contractual relations between any
subcontractor and the City or between any subcontractors.
6. Liquidated Damages.
The City may deduct One Hundred Dollars($100.00)from any amount otherwise due under this contract
for every day Contractor fails or refuses to prosecute the work,or any separable part thereof,with such
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diligence as will insure the completion by the time above specified, or any extension thereof, or fails to
complete the work by such time,as long as the City does not terminate the right of Contractor to proceed.
It is further provided that Contractor shall not be charged with liquidated damages because of delays in
the completion of the work due to unforeseeable causes beyond Contractor's control and without fault or
negligence on Contractor's part or the part of its agents.
7. Termination.
The City reserves the right to terminate this contract by giving at least five(5)days prior written notice
to Contractor,without prejudice to any other rights or remedies ofthe City should Contractor be adjudged
a bankrupt, or if Contractor should make a general assignment for the benefit of its creditors, or if a
receiver should be appointed for Contractor or for any of its property,or if Contractor should persistently
or repeatedly refuse or fail to supply enough properly skilled workmen or proper material,or if Contractor
should refuse or fail to make prompt payment to any person supplying labor or materials for the work
under the contract, or persistently disregard instructions of the City or fail to observe or perform any
provisions of the contract.
8. City's flight to Proceed.
In the event this contract is terminated pursuant to Paragraph 7, then the City may take over the work and
prosecute the same to completion, by contract or otherwise, and Contractor and its sureties shall be liable to
the City for any costs over the amount of this contract thereby occasioned by the City. In any such case,the
City may take possession of, and utilize in completing the work such materials, appliances and structures as
may be on the work site and are necessary for completion ofthe work. The foregoing provisions are in addition
to,and not in limitation of,the rights of the City under any other provisions of the contract, city ordinances,
and state and federal laws.
9. llndemni .
To the fullest extent permitted by law, the Contractor will indemnify and hold harmless the City, its
elected and appointed officials, employees, and agents from and against any and all claims, damages,
losses,and expenses including attorneys'fees arising out of or resulting from the performance ofthe work,
provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness,
disease,or death,or to injury to or destruction of tangible property(other than the Work itself)including
the loss of use resulting therefrom and(2)is caused in whole or in part by any negligent act or omission
of contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for
whose acts any of them may be liable, regardless of whether or not it is caused in part by a party
indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce
any other right or obligation of indemnity which would otherwise exist as to any party or person described
in this Paragraph.
10. Payment for Labor and Materials.
Contractor agrees and binds itself to pay for all labor done, and for all the materials used in the construction
of the work to be completed pursuant to this contract. Contractor shall furnish to the City a bond to insure the
payment of all materials and labor used in the performance of this contract.
11. Supplies,
The Contractor is hereby authorized and directed to utilize the City's sales tax exemption in the purchase of
goods and materials for the project as set out in Section 144.052 RSMo 1994 as amended. Contractor shall
keep and maintain records and invoices of all such purchases which shall be submitted to the City.
12. Confidentiality.
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The Contractor agrees that all information obtained or gained by the contractor as a result of the contractors
performance under this contract shall be confidential and that no reports,documentation or material prepared
as required by the contract shall be released to the public without the prior written consent of the City.
13. Coordination & Securi .
The contractor shall fully coordinate all contract activities with those activities of the City and its agencies.
Due to security requirements,the contractor shall furnish identifying information for all individuals performing
work under this agreement and/or entering the buildings. Affected individuals include any personnel and/or
subcontractors who have access to the agency building during the course of performing the work and or
services. Background checks will be required and approval of on-site employees must be completed prior to
work. Contractor's employees shal l present proper identification(which shall include a picture),prior to work.
14. Payment.
The City hereby agrees to pay Contractor the work done pursuant to this contract according to the payment
schedule set forth in the Contract Documents upon acceptance of said work by the Chief of Police of Jefferson
City, and in accordance with the rates and/or amounts stated in the bid of Contractor,which are by reference
made a part hereof. No partial payment to Contractor shall operate as approval or acceptance of work done or
materials furnished hereunder. The total amount of this contract shall not exceed Fifty-One Thousand Three
Hundred Fifty-Two Dollars Seventy-Four Cents($51,352.74).
15. Performance and Payment Bond.
A Performance and Payment Bond in an amount equivalent to one hundred percent(100%)of the Contract
price, must be furnished and executed by the successful bidder or bidders. The issuing Surety shall be a
corporate Surety Company or companies ofrecognized standing licensed to do business in the State of Missouri
and acceptable to the City of Jefferson.
16. Contract Documents.
The contract documents shall consist of the following:
a. This Contract f. General Provisions
b. Addenda g. Special Provisions
C. Information for Proposals h. Technical Specifications
d. Notice to Bidders i. Drawing and/or Sketches
e. Signed Copy of Bid j. FTA Clauses
This contract and the other documents enumerated in this paragraph,form the Contract between the parties.
These documents are as fully a part of the contract as if attached hereto or repeated herein.
17. Preference for U.S. Manufactured Goods.
On purchases in excess of$5,000,the City requests the contractor to use American products in the performance
of the contract.
18. Nondiscrimination.
Contractor agrees in the performance of this contract not to discriminate on the ground or because of race,
creed,color,national origin or ancestry,sex,religion,handicap,age,or political opinion or affiliation,against
any employee of Contractor or applicant for employment and shall include a similar provision in all
subcontracts let or awarded hereunder.
19. Illegal Immigration.
Prior to commencement of the work:
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a. Contractor shall, by sworn affidavit and provision of documentation, affirm its enrollment and
participation in a federal work authorization program with respect to the employees working in
connection with the contracted services.
b. Contractor shall sib an affidavit affirming that it does not knowingly employ any person who
is an unauthorized alien in connection with the contracted services.
c. If contractor is a sole proprietorship,partnership,or limited partnership,contractor shall provide
proof of citizenship or lawful presence of the owner prior to issuance of the Notice to Proceed.
20. Notices.
All notices required to be in writing may be given by first class mail addressed to City of Jefferson,320 East
McCarty,Jefferson City,Missouri,65101,and Contractor at Integrated Solutions Group 1101 Hutchens Drive,
Suite A, Columbia, Missouri 65203. The date of delivery of any notice shall be the second full day after the
day of its mailing.
21. Assignment of Contract.
The Contractor shall not assign or transfer this contract nor sublet it as a whole,without the written consent of
the City and of the Surety on the Contractor's bond. Such consent of Surety,together with copy of assignment,
shall be filed with the City. No assignment,transfer or subletting,even though consented to,shall relieve the
Contractor of his liabilities under this contract. Should any assignee fail to perform the work undertaken by
him in a satisfactory manner,the City may at his option annul and terminate Assignee's contract.
22. Jurisdiction.
This agreement and every questior_-arising hereunder shall be interpreted according to the laws and statutes of
the State of Missouri.
IN WI'T'NESS WHEREOF,the parties hereto have set their hands and seals on the day and year first above written.
CITY OF YYFERSON ISG TECHNOLOGIES,INC.
� a C
Mayor President
I T T: ATTEST:
C-Ay Clerk Title:
APPROVED AS TO FORM:
Inte '' City Counselor
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- 5 -
FINANCE DEPARTMENT
PURCHASING DIVISION
SUBJECT: SOLE SOURCE 2562—Surveillance Camera Upgrade, Police Department
BIDS RECEIVED:
ISG Technology, Columbia, MO $ 51,352.74
FISCAL NOTE:
43-990-575005 —9-1-1 Improvements
Budgeted 2010-2011 $ 188,522.00
Expended 10,115.31
Encumbered 58,665.99
SS 2562 51,352.74
Balance $ 9,722.65
PAST PERFORMANCE:
Proposal 2470 for a Video Surveillance System for the Transit Division was awarded to
ISG Technologies in December, 2009. The system was installed as bid and has performed
as specified. This request is to upgrade the cameras at the Police Department using the
same system software and hardware. ISG Technology of Columbia, Missouri is the only
firm authorized to offer the product to the City of Jefferson.
RECOMMENDATION:
Staff reconimends award of the sole source procurement to ISG Technology of Columbia,
Missouri to upgrade surveillance cameras at the Police Department in the amount of
$51,352.74.
ATTACHMENTS - SUPPORTING DOCUMENTATION
Signaturc' AQc-a Lt"."-fit
Purchasin 'Ao_ t ZPolice 1hie
V
Main Lobby North Wall X' Y r 1 DS-2CD752MF-FB S 45QA5 •1 S n 285.50
Main Lobby South Wall X Y 1 DS-2CD752MF-FB S 450.45 1 $ 285.50
East Parking Lot North Camera X Goose S 78,13 DS-1217ZJ 1 DS.2CD752MF-FB 3 450.45 1 S 285.50
East Parking Lot South Camera X Goose S 78,13 DS-1217ZJ 1 DS-2CD752MF-FB $ 450.45 1 S 285.50
West Entrance X Goose 5 78.13 DS-1217ZJ 1 DS-2CD752MF-FB S 450.45 1 S 285,50
MemorWView X Goose 3 76.13 DS-1217ZJ 1 DS-2CD752MF-FB S 450.A5 1 $ 285.50
East Lot Door Employee Entrance X Goose $ 78.13 DS-1217ZJ 1 DS-2CD752MF-FB S 450.45 1 $ 285.50
Non Secure Interview Room X Y 1 DS-2CD752MF-F3 $ 450.45 1 $ 285,50
Non Secure Interview Room South X Y 1 DS-2CD752MF-FB $ 450.45 1 5 285.50
Secure Room X Y 1 DS-2CD752MF-FB S 450.45 1 S 285.50
Secure Hall(current Merit Lillin box camera) X 1 0S-2CD752MF-FB S 450.45 1 S 285.50
Secure Room(add) X Y 1 DS-2CD752MF-FB S 450.45 1 $ 285.50
Booking Area X Y Plate S 75.00 1 DS-2CD752MF-FB S 450.45 1 S 285.50
Booking Area(camera 2) X Y 1 DS-2CD752MF-FB S 450.45 1 $ 285.50
Smathafizer Room X Y 1 DS-2CD752MF-FB S 450.45 1 S 285.50
West Hall Behind Booking Area X Plats 5 75.00 1 DS-2CD752MF-FB S 450.45 1 S 285.50
Stairwell Top X Pendant S 7813 DSCMFP,CA15 1 DS-2CD752MF-FB S 450.45 1 S 265.50
Stairwell Top X Pendant S 78.13 DSCMFP,CA15 1 DS-2CD752MF-FB S 450.45 1 S 265,50
Stairwell Bottom X Pendant S 78.13 DSCMFP,CA15 1 DS-2CD752MF-FB S 450.45 1 $ 285.50
Basement Hall X Plate S 75.00 1 DS-2CD752MF-F8 S 450.45 1 $ 285.50
Garage Exterior X Goose 5 76.13 DS-1217ZJ 1 DS-2CD752MF-F8 S 450.45 1 $ 285,50
Inside Garage Under Speakers X Pendant S 78.13 DSCMFP,CA15 1 DS-2CD752MF-FS S 450.45 1 S 285.5Q
Garage Mounted to Air Duct X Pendant S 78.13 DSCMFP,CA15 1 0S-2CD752MF-F8 S 450.45 1 S 285.50
Inside Cage 1 X Pendant S 78.13 DSCMFP,CA15 1 DS-2CD752MF-FB S 450,45 1 S 285.50
Exterior Building Classroom Door X Goose S 78,13 DS-1217ZJ 1 DS-2CD752MF-FIB S 450.45 1 S 285.50
Classroom Lobby Stairwell X Wall 1 DS-2CD752MF-FB S 450.45 1 $ 285.50
Classroom Stairwell Near Elevator X Wall 1 DS-2CD752MF-FB 5 450.45 1 5 285.50
Weapons Evidence and Drug Locker Cage(add) X Pendant S 78.13 1 DS-2CD752MF-FE S 450.45 1 S 285.50
Weapons Evidence and Drug Locker Racks;add) X Pendant S 78,13 1 DS-2CD752MF-FB S 450.45 1 S 285.50
Weapons Evidence and Drug Locker Aisle{add) X Pendant S 78.13 1 DS-2CD752MF-FB S 450,45 1 S 285.50
McCarty St.View(add) X Goose S 7813 DS-1217ZJ 1 DS-2CD752MF-FB S 454,45 1 5 265.50
Alley Visitor Parking(add) X Goose S 78,13 DS-1217ZJ 1 DS-2CD752M5-FB S 450.45 1 S 285.50
JCPDCostforMatenais 51,631.34 32 $ 14,414.40 32 $ 9,13804
Materials SubTutak 525,1 B1.74
ISG InstaMillon&Configuration: $13,000.00
JCPD Sub Total S 36,181.74
Interior Plenum Rated7ExtariorUV Cat5e Cabling-install S 9,900.00
2"EMT Conduit and Weatherhead for roof access-install S 1,300.00
JCPD Total 546,361.74
PR my«t be received boy 81261$1 to guarantee pro tand Vilestone pricing.
Main Lobby North Wall X Y Louroe ASK-4 300 $ 194.00
Main Lobby South Wall X Y Louroe ASK-4 300 $ 194.00
Secure Interview Room X Y Louroe ASK-4 300 $ 194.00
Secure Interview Room X Y Louroe ASK-4 300 $ 194.00
Secure Room X Y Louroe ASK-4 300 $ 194.00
Secure Room (add) X Y Louroe ASK-4 300 $ 194.00
Booking Area X Y Louroe ASK-4 300 $ 194.00
Booking Area (camera 2) X Y Louroe ASK-4 300 $ 194.00
Breathalizer Room X Y Louroe ASK-4 300 $ 194.00
12v DC Power Supply Y Altronix Power $ 225.00
JCPD Cost for Materials $ 1,971.00
Materials SubTotal: $ 1,971.00
ISG Installation & Configuration: Included
JCPD Total $ 1,971.00
"ISG assumes that JCPD will provide all necessary 120VAC receptacles for new Audio Power Supply.
*ISG assumes that all troubleshooting of existing cabling will be billed at a resonable rate of$95.001 hr
Client ID No.
ISG Use Only
Effective Date
Hardware Maintenance Agreement — Preferred Plan
Billing To: Site/Service Location:
City of Jefferson Police Department
320 E. McCarty St. 401 Monroe St
Jefferson City, MO 65101 Jefferson City, MO 65101
SERVICES
ISG will provide repairs as required from normal wear and tear of Covered Equipment, including installation of new
or reconditioned parts and labor as necessary to restore Covered Equipment to proper working condition. Coverage
under this Agreement includes all freight/shipping costs. ISG will provide 8x5xNBD business day response.
TERM
The Hardware Maintenance Agreement will provide coverage for one calendar year from 11/1/2012. Total Annual cost
$2186.00.
COVERED EQUIPMENT
Location Purchase
Stock Number Date Description
HIKV-2CD725MFFB Police Dept. 12/29/2011 H.264 2 MP IP Camera 32
HIKV-DS1217ZJ Police Dept. i 12/29/2011 Pole Mount 9
LOU-ASK4KIT300 Police Dept. 12/29/2011 Audio Monitoring Kit 9
ALTR-SAV9D Police Dept. 12/29/2011 DC Power Supply for Audio Kit 1
HIKV-DS-1233ZJ Police Dept. 12/29/2011 Bell Housing 9
{ -
HIKV-DS-1642ZJ Police
12/29/zou
Dept. Speed Dome Bracket 9 j
P
HIKV-2CD725MFFB Police Dept. 03/23/2012 H.264 2 MP IP Camera 8
HIKV-DS1217ZJ Police Dept. 03/23/2012 Pole Mount 4
HIKV-DS-1233ZJ Police Dept. 03/23/2012 Bell Housing 2
HIKV-DS-1642ZJ Police Dept. 03/23/2012 Speed Dome Bracket `� 2
CLIENT OBLIGATIONS
Client agrees to perform the following in conjunction with ISG's provision of the Services, in addition to any other
obligations set forth in the Standard Terms and Conditions:
1. Client agrees to provide ISG personnel safe working environment and reasonable access to Covered
Equipment.
2. Client must have active Milestone PMA for Milestone software support.
1745550.2 =:J
ADDITIONAL TERMS AND CONDITIONS
1.0 COVERED EQUIPMENT original equipment manufacturer as recommended
1.1Covered Equipment is that equipment listed on the front attachments or configurations.
page of this Agreement and all attached Equipment 2.5 ISG shall use reasonable efforts to repair Covered
Addenda, if any, subject to inspection according to
Paragraph 1.3 below. Equipment in a reasonable amount of time. Notwithstanding
the foregoing, no guarantees are made by ISG as to time for
1.2 Additional equipment may be added to the Covered completion of repairs. No ISG representative is authorized to
Equipment if agreed by ISG and Customer as provided in make any binding commitment regarding completion time for
writing on Equipment Addenda. Coverage for such additional any service performed hereunder and any completion times
equipment shall commence in the same manner as stated in provided will be non-binding estimates only.
Paragraph 1.1 above and shall terminate as provided in
Paragraph 1.2 above. 2.6 To obtain service under this Agreement, Customer must
make a service call request by calling ISG at the telephone
1.3 Coverage shall be contingent upon, equipment being number stated on the front page during ISG's Principal
unaltered and in operable condition at the time Coverage is Period of Maintenance ('"PPM"). PPM is Monday through
to commence. No equipment shall be eligible for Coverage if Friday, between 8 a.m. and 5 p.m. local time at the ISG
it is counterfeit or has altered or invalid serial numbers. ISG branch and excludes holidays observed by ISG. Customer
may, at its sole option, require an inspection of equipment to must identify the Service Agreement Number from the front
certify eligibility for Coverage if the equipment is not under a page, must identify the serial number of the Covered
manufacturer's warranty or a current ISG Service Agreement. Equipment needing repair and describe the malfunction in
Any such inspections will be conducted in accordance with that telephone call and must provide a copy of this
Section 5 below. Agreement to the ISG customer engineer upon arrival at
2.0 SERVICES PROVIDED Customers premises if requested.
2.1 Coverage under this Agreement includes all remedial 3.0 SERVICE OPTIONS
repairs as required due to normal wear and tear of Covered 3.1 Basic Plan shall provide for service as described in
Equipment, including installation of new or reconditioned Section 4, with response on-site within two business days
parts and labor as necessary to restore the Covered (sixteen-PPM hours)from Customers service request.
Equipment to proper working condition. Customer agrees
that any parts replaced become the property of ISG. 3.2 Preferred Plan shall provide for service as described in
2.2 Coverage under this Agreement shall also include the Section 4, with response on-site within one business day
performance of preventive maintenance services at the time (eight-PPM hours)from Customers service request.
of and in conjunction with the performance of remedial 3.3 Comprehensive Plan shall provide for service as
repairs. described in Section 4, with response on-site within one-half
business day (four PPM hours) from Customers service
2.3 Coverage under this Agreement shall also include any request and functionally-equivalent loaner equipment
additional services in accordance with the service option delivered within one business day of initial service response
marked on the front page of this Agreement. if repairs are not completed within that time.
2.4 Coverage under this Agreement shall not include the 3.4 Premier Plan shall provide for service as described in
following: Routine maintenance except in accordance to Section 4, with response time within one-half business day
Paragraph 2.2 above; repairs to or furnishing of supplies or (four PPM hours) from Customers service request and
consumable items; software maintenance or any other functionally equivalent loaner equipment delivered within
services related to software; repairs necessitated by the one business day of initial service response if repairs are
faulty installation of Covered Equipment by ISG or any party not completed within that time, remote diagnosis (i.e.,
unless such installation was performed as an additional periodic and appropriate equipment diagnosis in
service under this Agreement, operational instructions; accordance with the specific needs of Covered Equipment
applications consultation; repair of cosmetic damage; via routine telephonic communications initiated by ISG) and
reconditioning of Covered Equipment where normal repair or three National Help Desk telephone support calls during the
replacement of parts cannot keep the equipment in good term of this Agreement for each system included in the
operating condition; or repairs necessitated by repairs or Covered Equipment, National Help Desk support during the
maintenance performed by a party other that ISG, accident, PPM for access to computer specialist who will provide
neglect, misuse, excessive use, modification of the Covered consultation and advice regarding hardware, software or
Equipment without ISG's written approval, use with operational questions about Covered Equipment.
equipment not covered hereunder, improper operating
environment as defined by manufacturers specification, use 4.0 OTHER SERVICES AND CHARGES
of Covered Equipment for uses not approved in the 4.1 Any services which ISG agrees to perform which are not
manufacturers user manuals, relocation or reinstallation of part of the services specified herein, any services which ISG
Covered Equipment by anyone other than ISG, failure or agrees to provide outside of the PPM, any service response
fluctuation of electrical power, lightning, static electricity, fire, made ISG in which no malfunction of the Covered
chemical or water damage, earthquake damage or Acts of Equipment is found, and any equipment inspections
God, malfunction of Covered Equipment caused by the use required by this Agreement shall be charged to Customer at
of supplies or parts not authorized or recommended by the ISG's then effective hourly rates plus parts costs.
original equipment manufacturer, or malfunction of Covered
Equipment caused by extemal devices or equipment 5.0 RENEWALS
attached to or connected to the Covered Equipment that is 5.1 This Agreement may be renewed by Customer at ISG's
itself not covered by this Agreement or not authorized by the then current rates for additional terms of one year each,
1745554.2
provided the Covered Equipment is not more than five years DAMAGES ARISING OUT OF THIS AGREEMENT,
old at the time of renewal and further provided that all INCLUDING BUT NOT LIMITED TO DAMAGES FOR
amounts due ISG from Customer are paid at the time of BUSINESS LOSS OR INTERRUPTION OR LOST
renewal. In the event Customer wishes to renew this PROFITS. THE SOLE REMEDY OF CUSTOMER IN THE
Agreement after any lapse of coverage, the Covered EVENT OF ANY CLAIM AGAINST ISG ARISING
Equipment shall be subject to inspection by ISG at HEREUNDER SHALL BE FOR RECOVERY OF ITS
Customer's expense. Any renewals of this Agreement will be DIRECT DAMAGES, WHICH IN NO EVENT SHALL
valid only with ISG's written consent. Renewals signed by EXCEED THE FAIR MARKET VALUE OR ORIGINAL
[SG prior to the renewal date become effective upon PURCHASE PRICE, WHICHEVER IS LESS, OF THE
expiration of this Agreement APPLICABLE COVERED EQUIPMENT TENDERED FOR
SERVICE.
6.0 TERMINATIONS AND WITHDRAWAL 8.3 Neither party shall be liable for any delay in performance
6.1 Customer may terminate this Agreement or withdraw any hereunder if such delay is caused by Acts of God, strikes or
items of Covered Equipment from Coverage by providing ISG lock-out,war, riot, governmental acts or decrees, flood, fire,
with written notice, which shall become effective 30 days power outage,electrical fluctuation,telecommunications line
after receipt In the event of such termination, Customer shall failure, or any other event which is beyond that party's
not receive any refund or proration of any fees paid to ISG. reasonable control and which is not caused by the
negligence or misconduct of that party, However, none of
6.2 ISG may withdraw any items of Covered Equipment the foregoing shall operate to excuse any failure to pay an
from Coverage upon 30 days written notice to Customer if amount due hereunder.
the items require repeated repairs resulting from any repair
or maintenance made by a party other than ISG. 8.0 GENERAL
6.3 Either party may withdraw any items of Covered 8.1 Any notice required or permitted hereunder, except a
Equipment, or terminate this Agreement, by reason of the request for service by Customer shall be in writing and
other part,ls noncompliance with this Agreement after delivered either by hand delivery or sent by certified mail,
providing said party with 30 days written notice and return receipt requested and postage prepaid, to the
opportunity to cure such noncompliance. Upon such receiving party at the address set forth on the front page of
termination or withdrawal from Coverage on account of this Agreement or at such address as designated in writing
ISG's noncompliance, ISG shall refund to Customer a by such party to the other.
prorated portion of the fee paid by Customer under this 8.2 The failure or delay by either party to enforce any
agreement for the Covered Equipment, which is withdrawn. provision of this Agreement shall not operate as a waiver of
6.4 In the event ISG determines in its reasonable opinion the right to enforce such provision or any other provision of
that any item of Covered Equipment must be reconditioned this Agreement. No waiver of any provision of this
because normal repair or replacement of parts cannot keep Agreement shall act as a subsequent waiver of such
such item in good operating condition, the ISG shall submit provision, nor as a waiver of any other provision of this
a quotation for the required reconditioning to Customer. If Agreement.
Customer does not authorize the reconditioning within 10 8.3 This Agreement constitutes the entire agreement with
days from receipt of the quotation, ISG may immediately the parties with respect to the subject matter hereof. All
withdraw such item from Coverage under this Agreement
prior and contemporaneous oral or written representations
7.0 LIMITATION OF LIABILITY relating to the subject matter hereof are merged herein and
7.1 ISG MAKES NO WARRANTIES, EXPRESS OR shall not be used to contradict any provision of this
IMPLIED, REGARDING ANY SERVICE OR GOODS Agreement. This Agreement may only be modified in
PROVIDED IN CONNECTION WITH SUCH SERVICES AND writing and signed by both parties hereto. The terms and
ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED, conditions stated herein shall prevail over any conflicting or
INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF additional terms contained in any purchase order or other
MERCHANTABILITY OR FITNESS FOR A PARTICULAR document submitted by Customer unless such conflicting or
PURPOSE. additional terms are expressly accepted by ISG in writing.
8.4 This Agreement shall be governed by the laws of the
7.2 ISG SHALL NOT BE LIABLE FOR ANY jurisdiction in which ISG is located.
CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE
This Agreement is governed in accordance with the terms and conditions as stated above executed by the parties.
1745550.2
CLIENT ISG TECHNOLOGY, INC.
By: By.
( uthorized Signature) thorized Signatur
Name: G1� ,i GfVI Name: � L
( nnt (Print)
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Title: !l�/.7 Title:
APPROVEDAS TO FORM:
tty Counselor
455502