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13. |
Merger Clause. | ||
This Agreement, including the Exhibits attached hereto and incorporated herein by reference, constitutes the sole Agreement of the parties hereto and correctly states the rights, duties, and obligations of each party as of this document's date. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications shall be in writing and signed by the parties. | |||
14. |
Controlling Law. | ||
The validity of this Agreement and of its terms or provisions, as well as the rights and duties of the parties hereunder, the interpretation, and performance of this Agreement shall be governed by the laws of the State of California. | |||
15. |
Notices. | ||
Any notice, request, demand, or other communication required or permitted hereunder shall be deemed to be properly given when deposited in the United State mail, postage prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, addressed to: | |||
In the case of County, to: County of San Mateo - ISD Chris Flatmoe, CIO/Director 455 County Center Redwood City, CA 94063 |
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In the case of Contractor, to: Steve Sandoval, Account Executive / Security 3526 Breakwater Court Hayward, CA 94545 |
IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have affixed their hands. |
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COUNTY OF SAN MATEO A Political Sub-division of the State of California |
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By: |
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President, Board of Supervisors, San Mateo County |
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Date: |
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ATTEST: |
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By: |
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Clerk of Said Board |
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JOHNSON CONTROLS, INC. |
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By: |
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(Printed Name) |
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Date: |
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EXHIBIT A - SERVICES AGREEMENT BETWEEN COUNTY OF SAN MATEO AND JOHNSON CONTROLS, INC. | ||||||||||||||||
In consideration of the payments set forth in Exhibit “B”, Contractor shall provide the following services: | ||||||||||||||||
1. |
SCOPE OF WORK | |||||||||||||||
Provide a new Countywide P2000 Remote Redundancy Security Management System that will have two P2000 Pentium Servers configured to support 1024 reader capacity and 50 cardholder capacity linked via network connection. One of the servers will be placed in the County’s ISD Computer Room with the 2nd remote server placed at the County’s Health Center Campus Network Room or other location to be determined by Leon Rich, Production Services Deputy Director. This purchase of equipment includes the connection of the County’s Health Services Cardkey P2000 System to the P2000 Remote Redundancy Systems The Hospital Terminal Controllers will remain as-is with the connection to an new Digi Etherlite Server, which converts RS485 to TCP/IP Network connection. Once in place the County will have the capability to share database information among all locations. All County Cardkey Network Controllers will communicate on the County WAN via Network drops (Static IP address). The new system will also have Database Partitioning of the workstations, Video Imaging integration of the existing Badgemaster System, MIS interface for sharing of cardholder and personal data via ODBC, and Seagate crystal reports allowing the County the ability to generate custom reports from the P2000. Johnson Controls would perform a Database Transfer of the existing P1000 cardholder database to the new P2000 System, which includes the engineering, design, testing, project management, and labor required to install the new upgrades provided the County has a clean back-up of the County’s Cardkey cardholder database. | ||||||||||||||||
A. List of equipment |
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QTY MODEL DESCRIPTION PRICE 1 P200RR-SW10 P2000RR Redundancy software 10 user $12,323. 1 NSI-DBLETAKE 1 set of 2 copies for remote redundancy $7,118 2 P2K-EthrLite-16 P2000 Digi Etherlite Terminal Server $3,118 2 P2000-50KCRD P2000 download, 50K option per panel $16,658 2 P2000-MIS P2000 MIS Interface option $2,038 2 P2000-RPT P2000 Seagate crystal reports software $1,408 1 P2000-DBPART P2000 Database Partition option $1,989 7 P2000-128RDR P2000 128 Reader add-on system capacity $13,251 1 P2000VI-LIC P2000 Video Imaging License Software $2,832 1 P2000-VI P2000 Video Imaging Interface option $1,504 lot Tax Local sales tax $5,134.72 lot Freight Freight on Equipment $1,426 lot P1-P2 DBTRN P1000 to P2000 Database Transfer $3,850 lot PRJT-MNGT Project Management & Engineering $5,762 lot Training Operator training on P2000RR software $4,750 lot Configure System configuration of the Servers $8,945 lot INSTL-SMCHC SMCHC Testing, Program and Set-up $4,362 lot INSTL-SMC SMC Testing, Program and Set-up $6,798 lot FINAL System Checkout & Commissioning $9,489 Total$112,755.72 |
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Technical Support Services: 1. JCI will attend coordination meetings with designated County personnel to establish the criteria for the database conversion. 2. JCI will review conversion plan and schedule with County and provide recommendations. 3. Test new Access Control system programming existing Cardkey Panels and Readers into the new system. 4. Training of One County personnel for system operation at Simi Valley Center of Excellence or JCI Training Center (U.S.) Travel costs are not included. 5. One-year warrantee on all new equipment and software referenced above. Warrantee service on new P2000RR-SW10 System. Exclusions: 1. The County will provide two (2) Compaq ML370 or equal Pentium Computers with Redundant Power Supplies, Monitors, Keyboards and on-board network cards. The (2) new Servers would be shipped to Johnson Controls in the original packaging so JCI can build the new P2000RR-10 System. 2. The County will provide all required P2000 workstations operating Windows 2000 or XP operating system with network connection to the P2000RR Servers. 3. The County will provide six (6) virtual IP address for the P2000RR Servers and network drop at each new CK720 Network Controller location. Static IP address at each CK720 panel and at the P2000 Server location. This should already be in place. 4. County provided (2) Compaq ML370 Pentium Servers (or Dell Equivalent) should be running Microsoft Windows 2000 Server Operating System with SQL Server version 2000 database engine. The P2000RR Servers (2) should be a Dual Pentium Class 2 GHz Server with 2 GB Memory, HD 3x20 GB 10000 RPM EIDE or SCSI RAID 5. 5. JCI is using the County’s existing License for their Database Partitioning, Video Imagining License and License for 512 card reader capacity. 6. JCI is providing P2000 Remote Training Session at JCI Center for Excellence or JCI Training Center, but the County would be responsible for travel, room and board arrangements. 7. JCI is providing a one-time database transfer of employee cardholder information only into the new P2000 System. All new access levels and time zones would need to be entered by the County Cardkey Operator Assumptions: 1. All work will typically be performed between 6:00 a.m. and 6:00 p.m. Monday through Friday. 2. Reasonable access will be provided to all work areas. 3. County’s Dell P2000RR Servers and Workstation PCs to be provided separately by County and will be properly configured to meet or exceed JCI minimum computer specifications. 4. All existing wiring will be left as-is and is assumed be in working condition. Microsoft patches are supported by JCI for the P2000 except where posted on our website. County can also call our tech support department any time to find out about support of any patch with the Maintenance Agreement. JCI also supports the Enterprise version of Semantec Antivirus, which can do auto-updates. |
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EXHIBIT B – PAYMENTS AND RATES AGREEMENT BETWEEN COUNTY OF SAN MATEO AND JOHNSON CONTROLS, INC. |
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In consideration of the services provided by Contractor in Exhibit “A”, County shall pay Contractor based on the following fee schedule: |
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1. |
PAYMENTS |
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The total cost for Contractor’s services during the term of this agreement is $112,755.72. This amount will be paid to Contractor upon County acceptance of a working system. The standard of acceptance is that the equipment must operate at an average level of effectiveness of a least 99.9% for a period of sixty (60) consecutive days. All invoices will be paid within thirty days from the date of receipt. The first day of the evaluation period in which the standard of acceptance is achieved becomes the effective date of installation, and the effective starting date of the Warranty period. |
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EXHIBIT C - TERMS AND CONDITIONS AGREEMENT BETWEEN COUNTY OF SAN MATEO AND JOHNSON CONTROLS, INC. |
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By accepting this contract, Purchaser agrees to be bound by the following terms and conditions: |
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1. |
Scope of Work. This contract is based upon the use of straight time labor only. Plastering, patching and painting are excluded. “In-line” duct and piping devices, including, but not limited to, valves, dampers, humidifiers, wells, taps, flow meters, orifices, etc., if required hereunder to be furnished by Johnson, shall be distributed and installed by others under Johnson’s supervision but at no additional cost to Johnson. Purchaser agrees to provide Johnson with required field utilities (electricity, toilets, drinking water, project hoist, elevator service, etc.) without charge. Johnson agrees to keep the job site clean of debris arising out of its own operations. Purchaser shall not back charge Johnson for any costs or expenses without Johnson’s written consent. |
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2. |
Unless specifically noted in the statement of the scope of work or services undertaken by Johnson under this agreement, Johnson’s obligations under this agreement expressly exclude any work or service of any nature associated or connected with the identification, abatement, clean up, control, removal, or disposal of environment Hazards or dangerous substances, to include but not limited to asbestos or PCBs, discovered in or on the premises. Any language or provision of the agreement elsewhere contained which may authorize or empower the Purchaser to change, modify, or alter the scope of work or services to be performed by Johnson shall not operate to compel Johnson to perform any work relating to Hazards without Johnson’s express written consent. |
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3. |
Materials. If the materials or equipment included in this contract become temporarily or permanently unavailable for reason beyond the control and without the fault of Johnson, then in the case of such temporary unavailability, the time for performance of the work shall be extended to the extent thereof, and in the case of permanent unavailability, Johnson shall (a) be excused from furnishing said materials or equipment, and (b) be reimbursed for the difference between the cost of the materials or equipment permanently unavailable and the cost of a reasonably available substitute therefore. |
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4. |
Warranty. Johnson warrants that the equipment manufactured by it shall be free from defects in material and workmanship arising from normal usage for a period of one (1) year from delivery of said equipment, or if installed by Johnson, for a period of two (1) year from installation. Johnson warrants that for equipment furnished and/or installed but not manufactured by Johnson, Johnson will extend the same warranty terms and conditions which Johnson receives from the manufacturer of said equipment. |
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For equipment installed by Johnson, if Purchaser provides written notice to Johnson of any such defect within thirty (30) days after the appearance or discovery of such defect, Johnson shall, at its option, repair or replace the defective equipment. For equipment not installed by Johnson, if Purchaser returns the defective equipment to Johnson within thirty (30) days after appearance or discovery of such defect, Johnson shall, at its option, repair or replace the defective equipment and return said equipment to Purchaser. All transportation charges incurred in connection with the warranty for equipment not installed by Johnson shall be borne by Purchaser. The warranties do not extend to any equipment which has been repaired by others, abused, altered or misused, or which has not been properly and reasonably maintained. THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE. |
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5. |
Mutual Waiver of Consequential Damages. The parties hereto waive all claims against each other for any special, indirect, or consequential damages arising out of or relating to this agreement Contract. This mutual waiver is applicable, without limitation, to all consequential damages due to either parties’ termination of the Contract in accordance with its terms. |
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6. |
Taxes. The price of this contract does not include duties, sales, use, excise, or other similar taxes, unless required by federal, state or local law. Purchaser shall pay, in addition to the stated price, all taxes not legally required to be paid by Johnson or, alternatively, shall provide Johnson with acceptable tax exemption certificates. Johnson shall provide Purchaser with any tax payment certificate upon request and after completion and acceptance of work. |
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7. |
Force Majeure. Neither party will be responsible to the other for damages, loss, injury, or delay caused by conditions that are beyond the reasonable control, and without the intentional misconduct or negligence, of that party. Such conditions include, but are not limited to: acts of God; acts of government agencies; earthquakes, floods; strikes; labor disputes; fire; explosions or other casualties; terrorism; thefts; vandalism or other third party criminal acts; riots; war; or unavailability of parts, materials or supplies. |
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8. |
Compliance with Laws. Johnson shall comply with all applicable federal, state and local laws and regulations and shall obtain all temporary licenses and permits required for the prosecution of the work. Licenses and permits of a permanent nature shall be procured and paid for by the Purchaser. |
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9. |
Insurance. Insurance coverage in excess of Johnson’s standard limits will be furnished when requested and required. No credit will be given or premium paid by Johnson for insurance afforded by others. |
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10. |
Occupational Safety and Health. The Parties hereto agree to notify each other immediately upon becoming aware of an inspection under, or any alleged violation of, the Occupational Safety and Health Act relating in any way to the project site. |
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11. |
Entire Agreement. This contract, upon acceptance, shall constitute the entire agreement between the parties and supersedes any prior representations or understandings. |
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12. |
Changes. No change or modification of any of the terms and conditions stated herein shall be binding upon Johnson unless accepted by Johnson in writing. |