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HomeMy WebLinkAboutRes 09-22 Authorizing an Agreement with Henry Brothers ElectronicsTOWN OF WESTLAKE RESOLUTION NO. 09-22 AUTHORIZING THE APPROVAL OF A THIRTY-SIX MONTH AGREEMENT AND AUTHORIZE SUBSEQUENT RENEWALS WITH HENRY BROTHERS ELECTRONICS FOR RELATED SECURITY SYSTEM MAINTENANCE, SERVICE, REPAIR, AND INSPECTIONS OF EQUIPMENT AND APPLICABLE SOFTWARE. WHEREAS, the Town of Westlake is working to become leaders in premier educational facilities and programs; and WHEREAS, Westlake desires to produce well educated future leaders and thinkers; and WHEREAS, Westlake desires to be business partners with Westlake Academy; and WHEREAS, the Town Council finds that the contract with Henry Brothers Electronics to provide routine maintenance and associated repairs to restore the equipment and systems to proper operating order; and WHEREAS., the cost of this agreement has been included in the 2008-09 adopted Westlake Academy Budget. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: The above findings are hereby found to be true and correct and are incorporated herein in the entirety. SECTION 2: The Town Council of the Town of Westlake, Texas, hereby approves the Agreement with Henry Bros Electronics relating to the routine maintenance and repair of the security cameras and door alarm systems, attached hereto as Exhibit "A". and further authorizes the Town Manager to execute the agreement and authorize subsequent renewals with HBE on behalf of the Town of Westlake, Texas. PASSED AND APPROVED ON THIS 18 DAY OF MAY 2009. ATTEST: Laura Wheat, Mayor utter, TRMC, Town Secretary Phomas E. Brymer, own Manager M L. -Stanton Low�y,9 Attorney HE HE BROS. ELECTRONICS., INC. wcclll ill/ hlicova!lc�ii hici 19iO i. u�►dot 24 t�a41r videa �rnrvr►�8. Town of Westlake Service Agreement Proposal for Access Control and Video ,Surveillance Systems PRESENTED To The Town of -WESTLAKE April 23, 2009 The Town of Westlake Service Agreement Proposal for Access Control and Video Surveillance System Submitted by II; P ` BROS. ELECTRO ICS, INC, HENRY BIOS. ELECTRONICS,. INC. perfecting security iategiatin 11 since 1950 April 23, 2009 Troy Meyer Town of Westlake 3 Village Circle, Suite 202 Westlake, Texas 76262 Re. Service Agreement Proposal for Access Control and Video Surveillance System 8416 Sterling Irving, Texas 75063 972.988.8887 www.hbe•inc.com Henry Bros. Electronics, Inc. (HBE) is pleased to submit this proposal for the annual Service Agreement for the security systems in place at the Town of Westlake. We have reviewed the drawings and specifications, created proposal response, and provided corresponding affirmation of our understanding of, and qualifications to successfully complete this project. HBE CORPORATE PROFILE HBE is a high tech security integration company with 57 years of prime and general contracting experience. During this time HBE has completed thousands of projects integrating multiple technologies and subsystems. HBE has over 240 employees (many of whom are engineers) with tenure up to 40 years at HBE. Our staff of certified engineers and technicians is trained to manufacturer's rigid standards. Our Service Department is available 240 to answer calls and respond to requests for service as specifically required by our customers. With offices throughout the continental United States (e.g., New York, NY; Fair Lawn, NJ; Baltimore, MD; Lorton, VA; Phoenix, AZ; Dallas and Houston, TX; Denver, Grand Junction, and Colorado Springs, CO; Fullerton, CA), we are able to serve customers nationwide. HBE is a publicly traded company (market symbol: HBE). With a long history of marquee physical security projects, HBE has been fortunate enough to work on projects that include entertainment venues, critical infrastructure, large scale real estate projects and advanced applications for thermal and IR video, biometrics, access control, perimeter detection, and emergency communications. The following are some of the experience and capabilities HBE has developed over the years that are applicable to this important project. - New Construction Experience on Large Scale Projects In March of 2004, HBE was issued a contract by Silverstein Properties (through Tishman Construction) to furnish and install an integrated electronic security system for the new 7 WTC. This project marked the first successful integration of an industry leading Access Control to another industry leading video system and deployment of HBE Airorlite's Emergency Messaging System for the stairwells. In the course of this contract, HBE also had to accommodate a "post award" request to integrate Lenel to the Otis "Seamless Entry/Destination Dispatch" system Otis was installing under separate contract with Tishman. That required HBE to locate a turnstile manufacturer (Kouba Systems) that would accommodate those ARIZONA CALIFORNIA COLORADO MARYLAND NEW JERSEY NEW YORK TEXAS VIRGINIA HENRY EROS. ELECTRONICS, INC. 8416 Sterling Irving, Texas 75063 perfecting secvrity integration sitxce 1450 972.988.8887 www.hbe-inc.com design changes, satisfy the consultant's functional requirements, SOM's architectural requirements and meet the schedule. HBE met those challenges enabling Silverstein Properties to secure their TCO on time. HBE is currently under contract to maintain those systems at 7 WTC. - Technologies Deployed and Available Many companies can sell CCTV systems or access control systems. HBE differentiates itself by demonstrating proven experience in integrated enterprise wide access and surveillance systems. With the emergence and convergence of IP technologies, HBE has invested a great deal of financial and human capital in developing the staff and technologies needed in an IP based security environment. In addition, our specialty products and services such as emergency communications for first responders, emergency action planning and transit mobile video give us additional capabilities and important insight into a truly integrated security solution. These solutions are based on the best technology from professionals that understand all aspects of a secure location. Specific technologies deployed and being developed in our installations also include; guard location hardening; temporary, mobile and ultra secure physical structures for personnel and critical equipment; radar integration and advanced camera applications such as thermal and infrared; video analytics for early warning and force multiplication and unparalleled experience in IT system upgrades to support the growing complexity of access control and HR database integration. - Legacy of Supporting Public Agencies and Critical Infrastructure HBE has a legacy and the honor of supporting critical infrastructure across the US and in various vertical markets. Some are highlighted as requested in this response, but it is important to note HBE has provided advanced systems for installations at Power Plants, NORAD, 7 World Trade Center, all four tunnels in New York City, Major universities such as USC and Arizona State, Hospitals such as Children's in TX and the Huntington Group in CA and various transportation facilities for the Port of Long Beach, NY MTA and Port Authority of New York. - Growing National Footprint With the recent opening of our tenth office in the US and plans for additional expansion, HBE has developed the ability to support customers across the country. In addition we are building an organization to do rapid deployment on large projects that can take us outside the US. This team is currently deploying the first of 15 sites at USMC training facilities around the world and will be used on major critical infrastructure projects to provide support for these large projects such as airports. As with all our employees, training has been an important part of our daily regimen with most employees certified in numerous technologies such as Microsoft and Cisco as well as product certifications in most major access control and video platforms. HBE has successfully performed as the prime contractor for numerous multi-million dollar projects. Furthermore, we have often been recognized for performance above and beyond our contracted ARIZONA CALIFORNIA COLORADO MARYLAND NEW JERSEY NEW YORK TEXAS VIRGINIA HENRY BROS. ELEC'T'RONICS, INC. perfectiitg seeitrity integrtaIion siitce 1950 8416 Sterling Irving, Texas 75063 972.988.8887 www.hbe-inc.com responsibilities as a security systems integration contractor. Many other successful examples of superior performance include Silverstein Properties (multiple locations including both the original and the new 7 WTC), NYNJ Port Authority Airports, WTC Ground Zero Security, Path's Journal Square DVR system the New York City Transit Authority Money Counting Rooms, and MTA 2 Broadway. As illustrated above, HBE is uniquely qualified to provide, install and support the San Antonio Airport Expansion project. We possess a level of tenured experience and focused expertise that is unequaled in our industry. While others may claim proficiency with the technologies called out in the architecture specified for jail, HBE's expertise is backed up with the seasoned experience of having successfully installed all of the technology solutions called for in this specification. We look forward to working in partnership with Clark/Byrne and San Antonio Airport on this very important project. If at any time you have questions, please do not hesitate to contact me at 972.988.8887 ext. 2018. Sincerely, Clark Harbaugh Account Executive Henry Bros. Electronics, Inc. ARIZONA CALIFORNIA COLORADO MARYLAND NEWJERSEY NEWYORK TEXAS VIRGINIA HENRY BRCS, ELECTRONICS, INC. perfecting security integre?tion since 1950 1.0 HBE Service Agreement Information Standard Maintenance Agreement.revjan06 page 6 8416 Sterling Irving, Texas 75063 972.988.8887 www.hbe-inc.com HM HENRY BROS. ELECI'RONICS, INC. 8416 Sterling Irving, Texas 75063 perrfectiray Security ill t"yraHill shite 1950 972.988.8887 www.hbe-inc.com General Maintenance Information Organizations invest a great deal of money in having high tech security systems installed in their facilities. Protecting that investment should be of high priority to ensure that the people and property within that organization remain protected. Henry Brothers Electronics has created four basic levels of customer support plans that provide various levels of system investment protection. HBE understands that each customer is unique, as are their security maintenance needs. Therefore, these plans are only the basis from which we will custom build the right plan for each organization. Level 1 Service Our Level 1 service agreement provides customers that ability to establish negotiated labor and material rates for use at their discretion. Under this plan, the customer will issue an open purchase order to HBE for a predetermined amount, estimated as the value of anticipated service for a given period of time. All service requests are processed at the negotiated rates, and invoiced against the open purchase order. Upon reaching the limit of that purchase order, either a new purchase order is to be issued, or HBE returns to normal labor and materials rate charges. This plan allows the customer to only use the ,products and services needed in a given maintenance time period. It also allows the customer to redirect unused service funds for adds, changes, and moves. Level 2 Service The Level 2 service agreement is our introductory level offering for pre -paid maintenance services. This plan offers all service labor, during normal business hours, to be provided to the customer throughout the maintenance period without additional charge. Under this plan, the customer pays for anticipated service in advance. Anytime a service issue arises, HBE will dispatch service technicians to correct the problem. Any materials needed for use will be billed additional based on a pre -negotiated rate. Additionally, HBE will perform one system test and service per year as part of this plan. During this test, all devices will be inspected to ensure they are working properly at that time, as well as clean and focus cameras as needed. Level 3 Service Level 3 service agreement introduces the provision of equipment as part of the maintenance plan. This plan provides materials and labor, during normal business hours, for any service related issues. Under this plan, any service issue reported will be resolved without any additional charges. This allows the customer to be able to accurately project service costs throughout a maintenance period, and all but eliminates the added administration costs associated with issuing multiple purchase orders throughout a given period and making sure those purchase orders are closed properly. Similar to the Level 2 Maintenance, this plan also offers system tests and services. However, that inspection will be performed twice per year as part of the Level 3 service plan. Level 4 Service The Level 4 service agreement was designed with the highest of security priorities in mind. This plan will cover all labor all materials related to any service issue, 24 hours a day, 7 days a week. Under this plan, there will be no additional invoices related to security service issues. It also provides for four system tests and service to be performed throughout the year. Service Option 1— Rollover Customers choosing to enter into a Level 3 or Level 4 Maintenance plan are able to choose to add a rollover option to their plan. This allows any unused services that were paid for during a given maintenance period to be applied to a subsequent maintenance period, less any aging fees. This provides benefits for both the customer and HBE in that in Standard Maintenance Agreement.revjan08 page 7 PM HENRY BROS. ELECTRONICS, INC. 8416 Sterling Irving, Texas 75063 }rerfeetiitg secaarity i n t e g r a Ii011 since 1950 972.988.8887 www.hbe-inc.com essence the customer ultimately only pays for the actual services used. Under this option, an annual usage report will be generated that shows the amount a labor and materials used under the plan, and what those service would have cost if invoiced on a Time and Material basis. If that amount is less than what the customer paid for during that maintenance period, than the overage will be applied to the following period's maintenance invoices. However, if it is determined that HBE expended more services than what was paid for as part of the plan, then HBE shall increase the following period's invoices to match the underpaid amount. Discount Options HBE offers several discount options in order to facilitate most any budget. • Discount for payment terms o N ET30 o NET10 o Credit Card • Discount for maintenance period renewals o Renewed annually o Renewed every three years o Renewed every five years Standard Maintenance Agreement.revjan08 page 8 Those options include: HM HENRY BRAS. ELECTRONICS, INC. 8416 Sterling Irving, Texas 75063 1)t'r_tecting security integratio11 since 2950 972.988.8887 www.hbe-inc.com Town of Westlake service Agreement — Level 3 Labor Coverage: Business hours; emergency after-hours labor processed on Time and Materials basis Response Time: Eight hours after receipt of call; Emergency calls shall be responded to within Two hours Equipment Coverage: All equipment replacement is covered Equipment Covered: The following items are covered under this agreement: - All equipment listed in the matrix attached to this proposal - AMAG software support renewals - Equipment associated with the IP Conversion project (Years 2 &3) - Equipment associated with the Arts and Science building project (Years 2 & 3) - All cameras that are replaced under this agreement are to be replaced with similar technology (i.e. analog). If the customer desired to have them upgraded to IP, then the difference in price between the analog and the IP camera shall be charged to the customer, along with any cabling required. Currently, the estimated difference in price is approximately $500 per fixed camera. Items Excluded: HBE excludes any and all damages caused by misuse, abuse, accident, disaster, fire, flood, water, wind, lightning, and Acts of God. Additionally, HBE excludes the following equipment: - 120VAC power - Network infrastructure - Low voltage cable Contract Period: 36 Months Investment (Existing System): $7,750.00 Per Year Investment (Years 2 & 3 for IP Conversion): $2,200.00 Per Year Investment (Years 2 & 3 for Arts and science Building): $1,900.00 Per year Payment Schedule: Annually Year 1 $7,750.00 Year 2 $11,850.00 Year 3 $11,850.00 Standard Maintenance Agreennent.revjan09 page 9 HE HENRY BROS. ELECTRONICS, INC. 8416 Sterling Irving, Texas 75063 I?erfectiirg security i a t e g r a t i o n since 1950 972.988.8887 www.hbe-inc.com General Terms and Conditions: If the customer chooses to accept an extended service agreement, HBE shall provide maintenance services for the system(s) and equipment as described in the proposal. The service agreement will begin upon proper execution of the agreement and shall continue throughout the period that is presented in the proposal. A service agreement is designed to keep, or restore, the system(s) and equipment to original manufacturer's specifications. However, it does not guarantee use and operation of the system(s) and equipment covered. HBE shall have unrestricted access to all associated equipment that is covered under the contract during the term of the contract. At its discretion, HBE may remove equipment from the customer's facility for repair or further testing. If the contract is based on a term greater than one (1) year, with annual renewal options, then the contract shall be automatically renewed at the end of each twelve (12) month period based on the dollar amounts and stipulations provided within the proposal. The customer may, at its discretion, terminate the contract at the end of a twelve (12) month period by submitting written notice thirty (30) days prior to the renewal date. Early termination is subject to cancellation fees and severances up to 10% of the remaining contract value. After the original expiration date, the contract shall automatically renew on a month to month basis at the standard maintenance rates at that time unless one party submits written notice of cancellation thirty (30) days prior the expiration date. Either party may execute the termination at the end of the agreed term. At the end of the term of the contract, the customer may renew the contract for a period of one, two, or three years. The charges for the renewal shall equal the previous terms contract amount plus an increase for system aging to be not more than 59/o. The customer may terminate the contract early if all agreed upon services, options, stipulations, etc. are not met. Prior to termination, the customer must provide HBE written notice of terms that have not been met. HBE shall be given thirty (30) days to correct said items. If the items in question have not been satisfactorily rectified, then the customer may terminate the contract by providing a written cancellation notice. HBE shall be paid for all services performed up to the effective date of termination plus all reasonable costs associated with the orderly close-out of the contract including severance and reassignment expenses incurred in accordance with HBE"s established personnel practices. Standard Maintenance Agreemenr.revja"08 page 10 HE HENRY EROS. ELECTRONICS, INC. 8416 Sterling Irving, Texas 75063 Baer eeti;tg s!L�r�a-rti! iiz;e,�rritiofi si;Ice 1950 972.988.8887 www.hbe-inc.com 4 Alronix T2885 Transformer 1 Aiphone LEF-5 Master Intercom 1 Aiphone PS -12C Power Supply 3 Aiphone LE -D Door Staion 3 Aiphone RY-PA Door Relay 1 AMAG Pro/32 Access Control Software for 32 Readers 2 AMAG CLIENT Client Software 1 AMAG WEBCLIENT Web Client Software 1 AMAG BACKNET-MODULE Back -Net Interface Module 1 AMAG CCTV -KIT -V3 AMAG CCTV Interface 3 AMAG M2100-DBU-20K-KIT M2100 Board Only 3 AMAG M2000-4DCU-KIT 4 Reader Controller Kit 4 AMAG M2100-2DCR-KIT 2 Reader Controller Kit 3 AMAG M2100 -ACU -KIT M2100 ACU Kit 1 AMAG M2100 -ACR -KIT M2100 ACR Kit 5 AMAG M2100 -CAB -1 Cabinet 9 AMAG MDU-4/TRANS Transformer 9 AMAG 670 Card Reader 6 AMAG 690 -CG Card Reader 1 AMAG M2000 -NIC NIC 8 DS DS -150i Exit Motion 59 DS DS -1101i Glass Break Detector 1 Ademco V20HWSE/28 Burg Panel 1 Altronix AL624 Power Supply 3 AMAG M2000-418 Enclosure 13 Altronix SMP-5PM Power Supply 1 Novastor SOFT -BACKUP Backup Software 2 Sentrol 2505AL DPS 1 NVT VNV 652R Twisted Pair 1 Kalatel KTA-DE-DIT Day/Night PTZ Dome 2 Black Box IC444A Video Converter Standard Maintenance Agreement.revjan08 page 11 HENRY BROS. ELECTRONICS, INC. 8416 Sterling Irving, Texas 75063 jrerfectiitg security itttegr-aation siitce 1950 972.988.8887 www.hbe-inc.com 1 Kalatel KTD-405 Keypad 2 Kalatel KTD-312 RS232 Interface 8 Kalatel KTA-CE3-DIC Day/Night PTZ Dome 1 Kalatel KTA-D3-H1 C Cyberdome PTZ 2 Kalatel KTA-38-CVN Cyberscout PTZ 9 Kalatel KTA 20C Cyberscout Mount 6 Kalatel KTA 25 Mount; Corner Mount 2 Nitek RK115 Rack Mount Panel 10 Kalatel KTP -24 Power Supply 15 Kalatel DM-1500-VFA Fixed Dome Camera 4 Kalatel DM-WM Wall Mount 3 Kalatel DM -PM Pendant Mount 1 Altronix ALTV2416 Power Supply 2 Altronix ALTV248 Power Supply 16 Nitek VB37M Twisted Pair 1 Kalatel KTA D3 -H1 C Cyberdome 1 Kalatel KTD-405 Keypad Standard Maintenance Agreement.revjan08 Page 12 HE HENRY BRCS. ELECTRONICS, INC. pei ecting security inteyriition since 3950 8416 Sterling Irving, Texas 75063 972.988.8887 www.hbe-inc.com CUSTOMER ACKNOWLEDGES IT HAS READ AND UNDERSTANDS THE TERMS AND CONDITIONS OF THIS AGREEMENT SET FORTH HEREIN. GENERAL TERMS & CONDITIONS Installation Responsibility: HOE will provide all required labor to mount, terminate and test the equipment detailed in this proposal. Installations) will be performed in a workmanlike manner by HBE technicians, meeting or exceeding industry standards and local code requirements. System Programming and Customer Training: HBE will be responsible for all hardware device programming and testing, and for customer training on the use of the new equipment as specified herein. Loading of any database, including definition of access levels, alarm points, time zones, or any other user defined data is the responsibility of the owner. Change Orders_ Any changes to this proposal shall require an approved Change Order, which shall modify the scope of work, proposal cost, and time line of the project. The attached schedule of equipment defines and limits the equipment to be furnished as part of this proposal. Warranty: HBE in an independent dealer of access control and CCTV systems. HBE provides warranty for one (1) year on all materials and ninety (90) days on labor. This warranty extends from initial acceptance or beneficial use of the equipment. The warranty does not cover any existing equipment incorporated into this project. This warranty is non-transferrable. Project Commencement. No work shall proceed without an acceptable purchasing document to HBE from the customer, and a sign copy of the proposal and these Terms and Conditions. Mobilization: Following acceptance of this proposal, fifteen (15) working days and 25% pre -payment are required for mobilization. This includes administrative processing, engineering, drafting, equipment procurement, and shipping and receiving. Termination or Alteration: A contract resulting from the acceptance of an offer maybe cancelled or altered by the buyer only if agreed to in writing by HBE and subject to the following: Prior to termination, customer must provide HBE written notice of terms that have not been met + HOE shall be given thirty (30) days to correct said items • HBE shall be paid for all products and services performed up to the effective date of termination plus reasonable costs associated with the orderly close out of the contract • HBE shall be paid for all anticipated profit based on the original contract amount and any change orders executed prior to the effective termination dale Proposal Expiration: This proposal shall be honored for sixty (60) days Intellectual Property: This proposal and all accompanying materials, and the original information, designs, concepts, and ideas represented herein are the exclusive property of HBE and may not be reproduced or copied in any manner without the express written authorization of 'HBE, unless otherwise required by law. The proposal and all associated materials, drawings, and documents must be returned promptly upon demand. Electronic File Transmission: If this document has been transmitted in an electronic format, the delivery of the electronic file does not constitute the delivery of the proposal with attachments. Only the signed original proposal constitutes our proposal, and because electronic files may be altered, the signed proposal must be referred to for the original and correct information. HBE is not responsible if there are any differences between the sign proposal and the electron is file, or for any information derived from the electronic file which have not been reviewed and signed by HBE. Liquidated Damages: No liquidated damages will be due Debris Disposal: HOE will dispose of debris created by our work in owner furnished trash bins or containers at the site. Payment: Unless otherwise specified, HBE shall be paid monthly progress payments on or before the 18'h day of each month for the value of our work in place plus materials and equipment design, manufactured, or suitably stored by HBE, including taxes as required by law. Final payment shall be due 30 days following the completion of the project. No provisions of the proposal shall serve to void our entitlement to timely payment for properly performed work or suitably stored material, nor void, any of HOE's rights under Mechanics' Lien Laws. All late payments shall bear interest at the rate of 1-1/2% at the time payment is due. Nothing in this proposal or contract shall be construed to require HOE to continue performance of work if we do not receive timely payment for properly performed work or stored materials. HBE retains title to all equipment until installation is complete and reserves the right to retake possession of the same or any part thereof at the customers cost if default is made by the customer in any payment. HBE does not accept any back charges that have not previously been agreed to in writing. Parking and Storage: Customer shall furnish and make available to HBE at the site reasonable storage and parking facilities, and convenient delivery access to our work. Standard Maintenance Agreement.revjanDS page 13 H HENRY BROS. ELECTRONICS, INC. 8416 Sterling Irving, Texas 75063 1)e"rfectiifg sectcrity integration sifrce 1950 972.988.8887 www.hbe-inc.com Elements Beyond the Control of HBE: The schedule of any other contractors involves in this project shall be made in consultation with KBE, and unless otherwise agreed to, shall provide time for HBE to perform our work on an 8 -hour day, 40 -hour week basis. This proposal does not include provision for HBE to perform overtime work for delays not caused by HBE. An additional charge to the contract shall be made for any mutually agreed upon overtime. HBE shall not be responsible for delays or default that are occasioned by caused of any kind that are beyond our control, including but not limlted to delays or defaults of Architects, the Owner, the Contractor, and Subcontractors, other third parties, civil disorders, labor disputes, and Acts of God. HBE shall be entitled to equitable adjustments in the amount of the contract for delays caused by anything that is beyond our control. Other Items: • The owner shall purchase and maintain all-risk builder's risk insurance upon the full value of the entire work including materials delivered to the job site, which shall include the interests of HBE. • In case of dispute, The prevailing party shall be awarded reasonable attorney's fees. • This proposal, including the provisions printed above and any specifications or other provisions attached hereto, when accepted by you and HBE shall constitute the Contract between us, and all prior representations or agreements not incorporated herein are superseded. • This design is provide "as -is', and should any project document or site abnormalities exist, HBE will advise the customer regarding details and recommend any necessary design or cost adjustments. Customer Signature: Henry Bros. Electronics, Inc. Authorizes) Signature: Name CIvlk 5 E, r J Name: (Print) Title; �� Title: (Print) Date: Date: Standard Maintenance Agreement. revjan0$ page 14 Account Manager (Print) HENRY BROS. ELECTRONICS, INC. 12e? f0CtiIt�, sc,CUYit11 i�?J,e�,,J.aiicl n since 1350 HENRY BROS. ELECTRONICS, INC. 8416 Sterling Irving, Texas 75063 972.388.8887 www.hbe-inc.com CUSTOMER NAME CONTRACr N0. # PAGES ATTACHED ADDRESS A VILLAralF CIRCLE PHONE 214-4S6-7000 CITY WESTLAKE STATE TX ZIP 74;7A7 YEARLY SERVICE FEE See Attached Proposal ANNUAL SOFTWARE FEE: Included 6n yearly fee CURRENT LABOR RATE: $95/hr START DATE OF TERM: June 1, 2009 END DATE OF TERM: May 31, 2012 STANDARD SERVICE AGREEMENT This Agreement is made as of the date above written between the customer identified above ("Customer") and Henry Bros. Electronics, 8416 Sterling Street, Irving, TX 75063, (972)988-8887 ("HBE"). I. EQUIPMENT TO BE MAINTAINED Customer owns the equipment identified on the attached Schedule ("Customer Equipment"): HBE shall provide labor to troubleshoot, repair, swap -out or replace the above Customer Equipment when malfunctions are identified by the Customer as the Customer Equipment is being used or by HBE in the course of performing service on the system. IL SERVICE PLAN (A) Services to be provided by HBE shall include: (1) perform periodic onsite inspections for the purposes of evaluating Customer Equipment performance and for training operators, as appropriate, on the Customer Equipment; (2) upon identifying a defect or being notified that any part of the Customer Equipment is not performing properly and to isolate the defect, (i) perform remote diagnostic tests, to the extent feasible, (ii) furnish on-site technical service, and (iii) provide bench or factory repairs or part replacement, all as appropriate; (3) if called for above, provide remote diagnostic help to operators for problem identification; and (4) maintain support and service manuals, as - built drawings and related documentation and, upon request, secure factory training for the Customer's operators at Customers expense. Standard Maintenance Agreement.revjanDS page 15 To the extent feasible, these services shall be performed during regular maintenance visits. HBE service technicians are not union affiliated and HBE will not be required to violate any local union jurisdiction. (B) Material to be Provided by HBE. HBE shall provide replacement parts and tools, unless otherwise noted by addendum, to repair and/or restore the Customer Equipment to proper operation. (C) Customer Responsibilities. The Customer shall be responsible for: (1) determining that Customer Equipment is not operating properly, and notifying HBE of the need for repairs; (2) providing proper electrical power, uninterrupted power supply and electric outlets for the Customer Equipment and a suitable environment within the manufacturers' specified operating temperatures, humidity, vibration, noise, RF, and lighting levels; (3) if remote diagnostic support is specified in Schedule A, providing an operational modem and phone line or IP connection for remote access to the Customer Equipment and for remote diagnostic help to operators. (4) providing safe access to Customer Equipment and facilities as necessary; and any required ladders or lifts; (5) issuing any required card access badges to HBE technicians (which will be returned upon termination of this agreement); and HE HENRY BROS. ELECTRONICS,, INC. perfecting security integration since .2950 (6) ensuring proper maintenance of data, including periodic system back-ups and safe keeping, purging of the history files to free up storage space and performing data entry and diagnostic status reports so that the Customer Equipment can properly operate. Customer acknowledges that its use of diskette, video cassette or other media which the manufacturer has not approved may reduce equipment life and quality of data storage. (D) Time and Place of Service. All service shall be performed during normal business hours (Monday through Friday, 8:30 AM to 4:30 PM, except Holidays). Emergency service, where applicable, shall be provided in the event that critical failures render the Customer Equipment inoperable. Customer Equipment shall be serviced at the site of the fixed equipment, at HBE's option, or at the service shop in cases of non -fixed equipment. HBE will endeavor to respond to a Customer's request for service, including emergency service within 4 hours. (A) Basic Fee for Periodic Service and Standard Support and Repairs. The fee for hardware maintenance is set forth on page 1 of this Agreement. Unless specifically excluded below, this fee includes labor, parts, travel time, expenses, regular freight (overnight is billable) and repairs. It does not include repairs of equipment not listed on the Schedule A, or which is beyond its serviceable life, or has become defective or inoperative because of casualty, accidents, physical damage, abuse, misuse, theft, terrorism, Acts of God, floods and fires. (B) Fee for Software Maintenance is included as a part of this agreement. (C) Billing for Labor Not Included in Basic Service Fee. Any work done which is not covered by the basic service fee or annual software service fee under this agreement will be done on a billable basis, with written purchase order or proper Customer authorization, and will include a charge, at HBE's, and CMC approved labor rate, over and above the specified service fees. IV. TERMS OF PAYMENT (A) Annual Service Fee. The annual service fee will be billed quarterly. Payment terms are net 30 days from the date of receipt. (B) Payment for Items Separately Billed. Terms of payment for items that are to be separately billed as described in Section III above are net 30 days. (C) Late Charges. A late fee of 1t/2% per month will be charged on past due balances. Standard Maintenance Agreement. revjan08 page 16 8416 Sterling Irving, Texas 75063 972.988.8887 www.hbe-inc.com V. PERFORMANCE STANDARDS The Customer Equipment shall be maintained by HBE in accordance with the following standards: (A) Parts. Manufacturer's parts or parts of equal quality shall be used. (B) Workmanship. All work shall be performed in a neat and workmanlike manner by qualified, non-union personnel and in compliance with applicable laws, rules and regulations. (C) Non -abuse of Equipment. The Customer Equipment shall not have been subject to abuse or other listed exclusions. (D) Conformity with Instruction Manuals. The work shall be performed in accordance with the instructions in the service manual applicable to the Customer Equipment. (E) No Warranties. HBE makes no warranties, express or implied, including the warranties of merchantability or fitness for a particular purpose. VI. LIMITATIONS ON LIABILITY HBE does not ensure continued operation of the Customer Equipment, or that it will fulfill its intended purpose. The customer's remedy for any failure of Customer Equipment or services is limited to repair or replacement with conforming items. HBE's total liability, whether in contract, tort, under any warranty, in negligence or otherwise, shall not exceed the amount paid during the most recent 3 -month period that this agreement was in effect); and under no circumstances shall HBE be liable for special, indirect, incidental, punitive or consequential damages. No action may be brought by the Customer more than one year after the cause of action has occurred. HBE assumes no liability for loss or damages for failure to maintain, or delay in maintaining Customer Equipment, due to causes beyond its control and without its fault or negligence, including but not restricted to Acts of God, union interruption, accidents, strikes, lockouts, quarantine conditions, fires, floods, or unusually severe weather conditions. Customer shall indemnify, defend and hold harmless HBE from and against any claim for damages (including costs and attorney fees) from any third party claim of injury arising from or attributed to the performance of or failure to perform of the Customer Equipment. VII. INSURANCE (A) Worker's Compensation Insurance. HBE is an independent contractor and solely responsible for its employees. HBE workers are fully covered by Worker's Compensation Insurance. FE HENRY BROS. ELECTRONICS, INC. 8416 Sterling Irving, Texas 75063 lie rfeciing see iority integraafion since 1950 972.988.8887 www.hbe-inc.com (B) Insurance to be Maintained by Customer. Customer shall carry sufficient insurance to protect HBE and its workers from damage to persons or property arising from acts of Customer or its landlord, or from the elements, including fire and tornado. VIII. MISCELLANEOUS (A) Notices. All notices hereunder shall be in writing and addressed to the parties at the addresses first given above and sent by registered mail, return receipt requested. Notices shall be deemed effective three business days after mailing. (B) Term of Agreement. This Service Agreement shall be effective for a period of 36 consecutive months from the date of acceptance by the Customer and a representative of BBE. The Customer understands and HBE agrees that the intent of a Service Agreement is to provide a timely response and repair to the systems covered by such Agreement. In the event HBE does not respond as required under the Terms and Conditions of this Agreement, the Customer may cancel this Agreement for cause without penalty. (C) Governing Law. This agreement shall be governed by the laws of the State in which the Customer Equipment is located. (D) Amendments. No revision of this agreement shall be valid unless made in writing and signed by an authorized representative of each party. This Agreement shall be effective only when approved and accepted below by an authorized signatory of HBE and CMC. Standard Maintenance ggreement.revjarDS page 17 The Town of WESTLAKE Town of Westlake — Service Agreement Proposal May 12, 2009 HENRY BROS. ELECTRONICS, INC. Town of Westlake Written By: Accepted By: Clark Har/,6@ugh Authorized S 1,9114ur j Approvctl & Accepted bye: Title: �bt'`[ i'(� ��GG' Date: NP BROS. ELECTRONICS, IN `, �-2 r Date: **The information enclosed in this proposal is intended for the use of the individual to which it is addressed, and may contain information that is privileged confidential, and exempt from disclosure under applicable law. All information included is considered proprietary and is the intellectual property of Henry Brothers Electronics. 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