HomeMy WebLinkAbout90-1203 Advanced Telecommunications Cg)- lao3
CONTRACT
THIS AGREEMENT, made and entered into this day of
e tatcyt/ , 1990, between Elgin E-911 ETSBoard
and Advanced Telecommunications , Incorporated, a corporation
under the Laws of the State of Illinois , of the City of
Naperville in the State of Illinois , herein referred to
as the "Contractor" .
WITNESSETH: The said Contractor having been awarded the
contract for :
PROVIDE AND INSTALL ANI AND ALI AND RELATED TELEPHONE EQUIPMENT
in accordance with the bid therefore , which is attached to this
contract, and for and in consideration of the promises and of the
covenants and agreements , and of the payments herein specified, to
be made and performed by the Contractor and Board, the Contractor
hereby covenants and agrees to and with Board to undertake and
execute all of the said named work, in a good, substantial and
workmanlike manner, and to furnish all the materials and all the
tools and alllabor necessary to properly perform and complete the
work ready for use, in strict accordance with the attached
Specification and Contract Drawings , and under the penalty
expressed in the attached bond, which is hereby declared and
accepted as an essential part of this agreement, and to accept as
full compensation therefore the prices named in the bid attached
and made a part hereof. Upon Agreement, Addendum A becomes
part of this contract. Addendum B shall also become a part of the
contract . Addendum C shall also become a part of the contract .
I
The prices listed in the bid attached hereto are for the
completed work, and include the furnishing of all materials and
all labor, tools, and appliances, and all expense, direct or
indirect, connected with the proper execution of the work in
accordance with the Specifications for the work and of
maintaining the same until it is accepted by the Board.
The Contractor shall commence the work to be performed under this
Contract within ten (10) calendar days of the date set by the
Board in the written notice to proceed, continuing the work wit 6,/
diligence and shall fully complete the entire Contract within
days.
IN WITNESS WHEREOF; Chairman Eric K. Isom, Sr. , on behalf
of the Board, have made and executed this Contract on behalf of
the Said Board, and the Contractor has hereunto set his hand and
seal the day and year above written.
FIRM OR CORPORATION NAME: 41. 0 4G<<vM,/...t1/i/Xt.. ✓e.
CITY OF ELGIN EMERGENCY TELEPHONE CONTRACTOR
SYSTEM BOARD
By: 4 1 0 �.� ccr►sv�sk� ,✓
Eric K. Isom, Sr. Firm or Corporate Name
TITLE: Chairman By: 11111- ,' - /
ignature)
VAS//f7 0�t
TITLE: /�/�g/1272 T
_
(WITNE )
ADDENDUM A - CITY OF ELGIN
1 ) Seller hereby agrees to coordinate with the vendor or
supplier of panels and bezzels for the installation of the
SRX E911 System. Any costs associated with these panels and
bezzels will be borne by buyer. The associated costs will be
either billed direct to the buyer or passed through seller to
buyer without any mark-up. When selected as the authorized
dealer, we will be authorized to contract the appropriate
vendors and suppliers to determine actual costs which should
be minimal . The main purpose of this statement is to
eliminate the buyer' s involvement in the correct ordering
procedure .
2) The Wyse 370 Color terminals can be added for an additional
$3 , 800.00.
Dec 3, into
ADDENDUM B - CITY OF ELGIN
1) Should the authorized contractor (ATI) or their agents, fail to
comply to the provisions as stipulated on page 26, para. 12 of the
Communications Proposal as presented and accepted by the City of
Elgin Emergency Telephone Systems Board, a fifty (50) dollar per day
charge will be charged for such non-compliance.
i
Iii,
4..-• bet 3 i S9 a
ADDENDUM C - CITY OF ELGIN
1) Written notice to proceed January 11, 1991.
Ire, i-L.- 3- c1 O
AT/ Advanced
Telecommunications, Inc.
Advanced EQUIPMENT PURCHASE AGREEMENT
Telecommunications, Inc. (referred to as"Seller") and City of Elgin
(referred to as •'Buyer") agree to execute this Purchase Agreement as follows:
1: Seller hereby agrees to sell, and Buyer hereby agrees to purchase the following equipment ("Equipment") subject to the fol-
lowing terms and conditions:
TELEPHONE EQUIPMENT
A. EQUIPMENT AND FEATURES
Quantity Description
1 Cabinet - SRX
1 Resource Controller Board
1 Memory 3 Card
1 PDU 48 Power Supply
1 Digital Station Card
2 9 Port Trunk Cards
1 Universal Resource Card
1 Conference Card
6 Basic Vision Phones - 17 Key
6 25-Key Expansion Modules
6 Display Modules
6 X Modules - Headset Adapter, Audio Output, Etc .
6 Key Expansion Modules - 80 Key
1 Battery Back-up - Sola UPS
1 386 SX Personal Computer
1 Monochrome Monitor
1 100 MB Hard Drive
1 2400 BPS Modem
1 4-MG Memory
1 SCO
1 16 Port MUX
1 120 CPS Printer-
4 WYSE 370 Terminals - Color
1 WYSE KB
1 RCB 911 Software
2 911 Trunk Cards
1 Lot Software
1 MFC
1 CAD Interface �`
B. ESTIMATED CUTOVER DATE 'E7 1st licit
C. PURCHASE PRICE $ 63 , 800.00 (p ixxlMOIRCDx1KIactXves)
D. TERMS OF PAYMENT
Buyer shall pay to Seller the total Purchase Price indicated'n item C above.Terms of payment shall be:
1) One third (1/3) payable as deposit upon execution of t.sis Agreement by Buyer.
2) One third (1/3) payable upon delivery of the Equipment to Buyer's premises.
3) One third (1/3) payable upon the cutover of the system except amounts specified in the Certificate of Delivery and Acceptance
executed by Buyer at cutover.
Seller acknowledges receipt of$ as deposit against the Purchase Price.
•
NOTE: Buyer understands that Seller will be incurring substantial costs and expends during the term of the installation,and requires progress
payments to be made on a timely basis; therefore, interest at the rate of one and one-half percent OW per month will be charged on any
progress payment or final payment which is not paid by Buyer when due.
Terms and Conditions Continued-
2. Limited Warranty and Limitation of Remedy. 7.Seller's Security Interest.Until such time as Buyer has paid Seller the Purchase Price in full,
a. Subject o all of the provisions of this Paragraph 2,Seller warrants for a period of one Buyer hereby grants and Seller hereby retains a purchase money security interest in
(I)year from the date of the cutover of the Equipment for use by Buyer,that as of the Equipment. Buyer agrees to execute all instruments(including financing statements)
the cutover date the Equipment will be free from defects in material and workman- deemed necessary by Seller under applicable law to establish,maintain and continue
ship. This warranty does not,however,extend to any item of Equipment which has • perfected Seller's security interest in the Equipment or otherwise protect its rights in and to
been repaired by others,abused or improperly handled,stored,altered or used with the Equipment. Seller agrees to furnish Buyer all documents necessary to release such
third party material orequipment which material or equipment is defective or of poor security interest upon payment by Buyer of the Purchase Price in full.
quality,or to any item of Equipment which has not been installed by Seller. 8. Damages Upon Default.
Seller's obligation under this warranty is conditioned upon an inspection of any such a. Failure of the Buyer to perform any of its obligations under this Agreement or any
parts which disclose defects which were inherent in the manufacture thereof.This supplemental schedule.or insolvency,or any warranty or statement of Buyer proving to
warranty does not cover the wearing-out of cords,damage caused to the Equipment be materially incorrect shall constitute a default.
or any part thereof by Buyer,its employees.invitees,licensees or agents,or b. Should default by Buyer occur before delivery of the Equipment to Buyer's premises,the
any injury to parts by or from any other cause not due to inherent defects or poor Buyer recognizes that Seller,in connection with the performance of this Agreement will
workmanship. THE WARRANTY STATED ABOVE SHALL BE IN LIEU OF have incurred costs and expenses to Seller's damage.Therefore,Buyer agrees that Seller
AND EXCLUDES ALL OTHER EXPRESSED OR IMPLIED WARRANTIES may retain Buyer's deposit of the amount of the Contract price to Seller as liquidated
INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABIL- damages upon a default occurring before delivery of the Equipment.
ITY OR FITNESS FOR A PARTICULAR PURPOSE. e. Should default occur after delivery of this Equipment:
b. If Buyer notifies Sellerof any defects covered by this warranty within the above stated (i) Seller may disable the Equipment;and
one(I)year period.Seller shall,at Seller's option,repair or replace the Equipment (ii)Seller shall have the right to enter any premises,and may without breach of the
at its expense.All of the replaced parts will become the property of Seller. Such peace,take possession of the Equipment and take any other legal right available
repair or replacement shall be buyer's exclusive remedy for breach of warranty,for to it and Buyer shall pay all reasonable costs incurred by Seller in repossessing
negligence,or otherwise in connection with the transaction contemplated by this the Equipment,plus the costs of resale and all costs of.collection and interest
Agreement.The sole purpose of this exclusive remedy shall be to provide Buyer with at the rate of one and one-half percent(I-I/2%)per month on the full balance
free repair and replacement of defective good in the manner provided herein.This due of the purchase price;and
exclusive remedy shall not be deemed to have failed of its essential purpose so long (iii)Seller shall be entitled to receive damages actually incurred by it as a result of
as Seller is willing and able to repair or replace defective goods in the prescribed such default including loss of profits.
manner. d. The above remedies shall be cumulative and shall not preclude the exercise of any
c. Seller hereby assigns to Buyer(to the extent it has the right to do so)the benefits of of Seller's rights available to it under law.Failure to enforce a breach shall not preclude
any warranties or guarantees provided to Seller by the manufacturers)of the later enforcement.
Equipment. 9. Cutover,Acknowledgement of Acceptance and Completion. Buyer agrees to witness
d. SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL cutover and to make a joint inspection with Seller's agent.After cutover and joint inspection.
DAMAGES OR FOR LOSS, DAMAGE OR EXPENSE DIRECTLY OR Buyer shall sign a Certificate of Delivery and Acceptance, acknowledging that the
INDIRECTLY ARISING UNDER THIS AGREEMENT, ARISING FROM THE Equipment and system are properly functioning and are installed according to specifications
USE OF THE EQUIPMENT SOLD HEREUNDER,FROM BUYER'S INABILITY required within this Agreement.If Buyer believes that cenain aspects of the installation have
TO USE THE EQUIPMENT EITHER SEPARATELY OR IN COMBINATION not been completed according to this Agreement,Buyer shall list any exceptions on
WITH ANY OTHER EQUIPMENT OR FROM ANY OTHER CAUSE. the Certificate of Delivery and Acceptance in the space provided therein. If.at the time of
e. Any description of goods by Seller is for the sole purpose of identifying them andshall installation,Buyer fails or refuses to sign the Certificate with exceptions noted if applicable.
not be deemed to create an express warranty that the goods conform to thedescripuon. after having been requested to do so by Seller's agent,Equipment and system will be deemed
Any sample or model is for illustrative purposes only and shall not be deemed accepted and the job completed without exception.
to create an express warranty that the goods shall conform to the sample or model. 10. Attorney's Fees. In the event of any legal action brought to enforce this Agreement,the
3.Interconnection With Utilities Facilities. Seller's services shall be limited to the prevailing party shall be reimbursed by other party its reasonable attorneys'fees related
installation of the Equipment on the Buyer's side of the equipment connecting the thereto.
Equipment to the telephone system operated by the local telephone utility.Seller shall II. Amendment and Construction.Any change in the terms of this Agreement or to any of
not he responsible in the event the utility fails timely to make available interconnect the Schedules attached hereto and made a pan hereof,or any waiver or termination hereunder.
services nor shall Seller be obligated to pay the interconnect tariff or other charges of the shall be effective only if in writing,signed by an authorized representative of Buyer and
utility with respect to such services. authorized representative of Seller.This Agreement has been finally accepted in the State
4.Third Party Leasing. In the event Buyer elects to assign ownership of the Equipment of Illinois,and its construction shall be governed by the laws of the State of Illinois.
purchased,and lease it through a third party lessor,Buyer nevertheless shall continue to 12. Approvals. Buyer shall be responsible for the timely and proper securing of all permits,
be liable for the payment of all amounts due under this Agreement to Seller.The Buyer licenses.consents and approvals in connection with the sale and installation of the Equip-
warrants that the Lessor shall pay the Seller the same amounts at the same time as if the ment. If Buyer requests that Seller obtain such approvals on Buyer's behalf,Seller shall use
Equipment had been sold directly to Buyer under this contract. reasonable efforts to obtain approvals.However,Seller shall have no obligation or liability
5.Buyer's Installation Obligations.Seller agrees to deliver and install Equipment at in the event that Seller is unable to do so.
Buyer's address("Premises"). Buyer agrees to make the Premises available and ready 13. Risk of Loss.Risk of loss for any damage to or destruction of the Equipment commences
for installation of Equipment and at its own expense:(a)Furnish commercial power for upon delivery to Buyer's premises,regardless of any breach by Seller,and shall be borne by
telephone switching equipment as specified by Seller.(b)Furnish switchroom environ- Buyer except for damage due to the willful copduct of Seller.
ment as specified by Seller.(c)Furnish access to all telephone equipment rooms,terminal
rooms and any area necessary to install and maintain a complete telephone system.(d) 14. ENTIRE AGREEMENT AND ADDITIONAL EQUIPMENT.BUYER HAS CARE-
Famish a secure area for the central switching equipment with access only by authorized FULLY READ ALL PROVISIONS OF THIS AGREEMENT AND ACKNOWLEDGES
persons.(e)Furnish any available documentation of existing telephone equipment and RECEII'TOFACOPYOFTHIS AGREEMENTANDTHESCHEDULES MADEA PART
application to assist in engineering the new system.(I)Meet any special requirements HEREOF. ANY ORAL OR WRITTEN STATEMENTS ABOUT THE EQUIPMENT
of the building owner.(g)Assume responsibility for meeting any requirements regarding DESCRIBED IN THIS AGREEMENT.EXCEPT FOR THOSE MADE HEREIN,DO NOT
raceways,conduits,or floor ducts.(h)Assume responsibility for costs of any special CONSTITUTE WARRANTIES,SHALLNOTBERELIEDUPONBYBUYERANDARE
engineering.lines or trunks,or for any special applications such as data lines,tie lines, NOT PART OF THE CONTRACT FOR SALE.THE ENTIRE CONTRACT IS EMBOD-
nng.down circuits,patching and conferencing,and all interface equipment.(i)All costs IED IN THIS AGREEMENT. THIS AGREEMENT,CONSTITUTES THE FINAL
associated with Premises restoration or repair in the event of removal of the equipment. EXPRESSION OF THE PARTIES'AGREEMENT,AND IT IS THE COMPLETE AND
6. Force Majeure. If the performance of any part of this Contract by Seller is prevented, EXCLUSIVE STATEMENT OF THE TERMS OF THAT AGREEMENT.
hindered,delayed or otherwise made impracticable by reason of any strike,flood,riot,
fire,explosion.war,unavailability of materials and/or supplies,or any other casualty or UNTIL ACCEPTED AND SIGNED BY AN OFFICER OF SELLER AT ITS PRINCIPAL
any other cause of whatever nature that is beyond the control of Seller and which cannot OFFICE.THIS AGREEMENT SHALL NOT BECOME EFFECTIVE AND SHALL NOT
be overcome by reasonable diligence and without unusual expense,Seller shall be CONSTITUTE A BINDING CONTRACT. IN THE EVENT ADDITIONAL EQUIP-
excused form such performance.This Contract shall be deemed suspended,so long as MENT IS ORDERED BY BUYER,THE TERMS OF THIS AGREEMENT SHALL BE
and to the extent that any such cause shall operate to prevent.hinder or delay the APPLICABLE THERETO.
performance by Seller of its obligations.
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be properly executed intending that it should
be legally binding upon them and their respective heirs,successors and assigns.
BUYER: SELLER:
ATI Advanced
City of Elgin Telecomm nications, Inc.
Company Name
uu.s.
.rr
ReCresentative Representative
t* r*g Cq.( . I - 3-io
Title Date Title Date