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MICROCEPTION TERMS & CONDITIONS AGREEMENT
Microception, Inc.
4555 Mansell Road, Suite 300
Alpharetta, GA 30022
P: 770-521-4366, F: 770-521-4367
1. PAYMENT TERMS: Unless otherwise specified in the associated Proposal, all Invoices are due upon receipt. Systems orders may be subject to
a down payment with order. All orders are subject to credit approval
2. PREVAILING TERMS AND CONDITIONS: The terms and conditions of this Agreement and the Proposal and the terms and conditions contained
in any Appendices to this Agreement, together form the entire purchase order. Request for quotation, acceptance, or other purchasing
documents which are inconsistent with, different from or in addition to the terms and conditions of this Agreement are void.
3. APPROVAL OF ORDERS: This Agreement and all purchase orders for Products under this Agreement are subject to acceptance by Microception
including, if appropriate, credit approval by Microception. Upon notice by Microception, Customer will furnish Microception such financial
information as Microception may reasonably request for this approval. Microception may, in its sole discretion, cancel this Agreement at any
time if Customer fails to meet credit requirements established by Microception.
4. DELIVERY: Delivery times shown on the Proposal are typical for the quoted equipment but may vary due to equipment availability and
installation department workload. Relevant information regarding delivery and installation scheduling, if applicable, will be provided to you as
soon as we receive it. Microception will not be responsible for delivery delays due to product availability or express shipping charges to
expedite delivery.
5. TRANSPORTATION COSTS: Unless otherwise provided in this Agreement or the Proposal, the prices for Products indicated in this Agreement
and associated Proposal exclude all transportation costs, including, but not limited to, freight, insurance and special handling and packaging.
Microception will prepay these costs and invoice them to Purchaser.
6. TITLE AND RISK OF LOSS: Title and risk of loss of or damages to any Products will pass to Customer upon Microception's delivery of them to
the carrier. All claims for damage to or loss of Products must be made by Customer directly to the carrier.
7. TAXES: The prices for Products indicated in this Agreement and associated Proposal may be subject to taxes, including, but not limited to,
sales, excise or use taxes. Customer shall pay all requisite sales, use, ad valorem, excise and/or any other taxes imposed on either party by
virtue of this Agreement. Microception will invoice Customer for any of these taxes Microception is legally obligated to collect from Customer.
8. FINANCE CHARGE/COSTS OF COLLECTION: If the Customer fails to pay Microception for products when due, then in addition to any other
remedies available to Microception under this Agreement or allowed by law for that default, Customer will pay Microception an additional
monthly financing charge equal to the lesser of: (a) one and one-half percent (1.5%); or (b) the maximum monthly interest rate allowed by
law; of any amounts past due, chargeable during each month that payment remains outstanding and Microception's reasonable expenses of
collection, including, but not limited to, attorneys' and experts' fees and court costs.
9. INSTALLATION: If applicable, installation will be performed during Microception's normal working hours, 8:00 a.m. - 5:00 p.m., Monday
through Friday unless otherwise noted on the Proposal. Installation Schedules must be coordinated through Microception's sales department.
When delivery of all required equipment is confirmed, Microception's sales department will contact Customer to schedule installation. If an
installation must be re -scheduled at Customer's request, it will be moved to the next suitable opening in the sales department schedule.
10. CHANGES/RETURNS: Customer has no right of rescission. Customer -requested changes once equipment is on -hand or in transit, must be made
in writing and approved by Microception, and may result in re -stocking charges to the Customer. Re -stocking charges will be 25% of product
purchase. Any changes to the agreed -upon scope of work defined in the proposal must be authorized in writing by Microception.
11. WARRANTY: For equipment purchases, the manufacturers' warranties apply. Microception guarantees installation services and Microception
software to be free of defects in materials and workmanship for a period of 90 days from the date of completion. Defective materials or
equipment will, at Microception's option, be repaired or replaced at no cost to the Customer during the warranty period. Unless a separate
service agreement has been entered into, at the expiration of the 90-day System Warranty period, the manufacturers' warranties will be
honored according to their individual terms. Service Agreements are available from Microception; see your sales representative for details.
12. FLORIDA PUBLIC RECORDS LAW COMPLIANCE: Pursuant to the provisions of § 119.0701 Fla. Stat., Microception shall:
a. Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the
service.
b. Provide the public with access to public records on the same terms and conditions that the public agency would provide the records
and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law.
c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not
disclosed except as authorized by law.
d. Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of
Microception upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that
is compatible with the information technology systems of the public agency.
Terms & Conditions
CPS (3 --227603
Microception, Inc. Pg. 1 ofs
Company Confidential
MIC
CtEPTION
Microception, Inc.
4555 Mansell Road, Suite 300
Alpharetta, GA 30022
P: 770-521-4366, F: 770-521-4367
13. INSURANCE REQUIREMENTS: Microception shall comply, at a minimum, with the following Commercial General Liability and Worker's
Compensation requirements, as requested by the Customer
A. Commercial General Liability
I. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $ 1,000,000
General Aggregate Limit $ 2,000,000
Products/Completed Operations $ 1,000,000
Personal and Advertising Injury $ 1,000,000
II. Endorsements Required
City of Miami included as an additional insured
Contingent Liability & Contractual Liability
Premises & Operations Liability
Primary Insurance Clause Endorsement
B. Worker's Compensation
I. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident.
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
C. Business Automobile Insurance
Microception will not use any company -owned automobiles to perform work pursuant to this Agreement. To the extent
Microception rents, leases or otherwise procures an automobile to perform work pursuant to this Agreement, Microception shall
purchase full -coverage automobile rental insurance before traveling by automobile to perform such work.
The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30)
days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State
of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as
to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best
Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk
Management prior to insurance approval.
14. WAIVER: Either party's waiver of the other's default in any of its obligations under this Agreement will not in any way limit or affect that
party's right to enforce and compel strict compliance with that term or condition at any other time or with any other term or condition.
15. ENTIRE AGREEMENT: This Agreement, Proposal and Appendices to this Agreement supersede, terminate and otherwise void any and all prior
written and/or oral agreements between the parties with respect to Products. There are no warranties, representations or understandings of
any kind or description whatsoever made by either party to the other, except such as are expressly set forth herein. Any additional terms or
notes appearing on schedules, Proposal and/or Change Orders are by this reference incorporated in this Agreement.
Please sign below to indicate acceptance of Terms and Conditions. Signature will also indicate purchase approval.
Accepted By (Customer):
Print Name &Title: Date:
Accepted By (Microception):
Print Name &Title: Date:
Terms & Conditions Microception, Inc. Pga of 2
Company Confidential
MocRctEpnory
Microception, Inc.
4555 Mansell Road, Suite 300
Alpharetta, GA 30022 USA
770-521-4366 • 770-521-4367 Fax
www.microception.com
Proposal Number:
Proposal Date:
Order Date:
Owner
101713-1
10/17/13
Parandjuk
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Company: Miami Police Department
Address: 400 NW 2nd Avenue
City: Miami State:
Zip Code: 33128
Contact: Detective Eduardo Roque, 305-796-7187
FL
■
Note: This proposal is for 8 rooms total. The first 7 will be
installed at HQ (same as billing address), see site survey notes for
details. The 8th room will be at Internal Affairs, located at 1325
NW 36th Street, Miami, Florida 33133
Item
1
VideOversightm Enterprise Edition (EE) Host Software for Interview recording,
Case Management, Archiving, and Access Control. Note: This host software price
is for up to 8 rooms, additional rooms require an upgrade. Both Host and Room
license fees are one-time only, NOT recurring fees
?Qty
1
2
VideOversightT"" EE Room Software Fee (1 required per interview room)
8
3
Extended 4 Year VideOversightrM EE Software Maintenance Agreement,
includes: VideOversight software upgrades, enhancements, and point releases as
they are made available to the field at no additional fee; Phone and online support;
on -site support if deemed necessary by Microception. Note: MPD requested 4
years of software maintenance be purchased up front. Extended price includes a
10% discount for purchase of 3 or more years up front
1
4
6 TB Rackmount Server with minimum Intel Quad -Core Xeon E3-1220 Processor;
8GB DDR3 RAM; 3X 2TB SATA 7200rpm HDs; Intel Raid-5 Controller; 250 GB
"data drive"; Sony dual -layer DVD/CD R/W; Supermicro Chassis with Rackmount
rail kit; and Microsoft Server 2008 OS; keyboard & mouse; 1yr depot wty. Note:
Specifications subject to change based on latest available configuration at time of
installation.
1
5
Network Video Recorder (NVR): March Networks model 8704, with 4 video & 2
audio inputs, 500GB Storage, H.264 Compression, 4CIF (-D1) Resolution
6
Color Hi -Res Dome Camera NTSC format with 700 LoR, 960H 1/3" Sony
SuperHAD II CCD, Wide Dynamic Range, 2.8-12mm Aspherical lens, 0.01 Lux
F1.2, AGC, BLC, ATW, OSD, 24VAC/12VDC
16
7
Single channel 7 band equalizer / microphone Kit: Omni Directional, Low Noise
MOSFET Pre -Amplifier mic with Stainless Steel wall Plate, paired with 7 band
equalizer, which provides +/-12db sound emphasis at 7 frequency bands (60hz-
15khz) for acoustically difficult environments such as interview rooms.
8
8
Cables, Connectors, and Misc. Installation Materials: RG59/18-2 video/power
Cable (2500ft); 22-2 shielded audio cable (1500ft); BNC Connectors (Qty 32); 2ft 6-
outlet power strip (Qty 8); Cat5 Jumper cables (Qty 9); Low Voltage Junction Box
for mic (Qty 8); misc. installation materials.
1
9
Installation Labor and expenses to purchase, deliver, install, configure, test and
provide training at customer site for items 1 through 8. Note: MPD requested that
the install be completed in two separate trips; the first trip to pull cable after the
walls and ceilings are removed during building renovation, and the second trip to
complete the install after renovation is complete.
1
See page 2 for additional terms and signatures
AcstJiiitii4
it 541-aided- Ai.Vt
$ 6,999.00
$ 6,999.00
$ 2,499.00
$ 19,992.00
$ 17,496.00
$ 17,496.00
$ 4,999.00
$ 4,999.00
$ 1,999.00
$ 15,992.00
$ 299.00
$ 4,784.00
$ 249.00
$ 1,992.00
$ 1,827.00
$ 1,827.00
$ 15,757.00
$ 15,757.00
TOTAL,
$ 89,838.00
Confidential
1 of 2
MocRCtEPnoev
Microception, Inc.
4555 Mansell Road, Suite 300
Alpharetta, GA 30022 USA
770-521-4366.770-521-4367 Fax
www.microception.com
Proposal Number:
Proposal Date:
Order Date:
Owner Parandjuk
101713-1
10/17/13
Additional Terms:
1) 30% non-refundable down payment due on proposal signing and before equipment will be
ordered, remainder due Net30 of invoice at completion of installation.
2) Unless otherwise specified, all prices include standard shipping. Overnight shipping or other
custom shipping services requested by the customer in writing will be billed separately.
3) Additional services requested while on site will be billed at $150 per hour.
4) Prices in this proposal are valid for 90 days from date of issue.
Note: By signing below, the Authorized Representatives of Customer and Microception
acknowledge: (i) that they have reviewed the Microception Proposal and Microception's Standard
Terms and Conditions; and (ii) that they understand the requirements of said documents and do
hereby agree to be bound by the terms and conditions embodied therein.
Miami Police Department Microception, Inc.
Company. Company:
Signature: Signature:
Karl Parandjuk
Print Name: Print Name:
President
Title: Title:
Date: Date:
Confidential 2 of 2