HomeMy WebLinkAbout1 - Original Submission_ City of Bremerton Purchase Agreement 3-15-2022
Seattle, WA (Corporate) 5506 35th Ave NE, Seattle, WA 98105 Office (206) 527-3477 | Fax (206) 527-4288
Springfield, MO Office (417) 473-9199 | Fax (206) 527-4288
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Date: March 15, 2022
Buyer: City of Bremerton Trebron Account Executive: Norbert van Dam
Trebron Security, LLC 5506 35th Ave. N.E.
Seattle, WA 98105
Mailing 345 6th Street Suite 100 206-527-3477 Corporate
Address: Bremerton, WA 98337-1873 800-499-3079 Toll Free
nvandam@trebron.com
Purchase Agreement
The Parties hereto, “Buyer,” City of Bremerton and “Seller,” Trebron Security, LLC hereby agree as follows:
1. Description: Buyer agrees to purchase from Seller, “Product” as listed in the table below for $35,460.00 (Thirty-Five
Thousand Four Hundred Sixty United States Dollars and 00/100), plus applicable shipping costs and sales tax, unless
Buyer is exempt from the payment of such tax and provides Seller with evidence of such exemption.
Qty
(Users) Included Components Term
(Months)
List Price
($USD)
Your Price
($USD)
1 Sophos Xstream Protection for XGS 4500 36 $27,644.52 $35,460.00
1 Sophos XGS 4500 Security Appliance - $10,695.00 Included
1 Sophos XGS 4500 Security Appliance (HA Unit) - $10,695.00 Included
- Trebron Pro Service Hours To Migrate to XGS (32 Hours) - $ 5,600.00 Included
2. Payment: To be made to Seller in three annual installments of $11,820.00 each. The first payment is due on or
before January 31, 2023. The second payment is due on or before January 31, 2024. The third and final payment
is due on or before January 31, 2025. Payment Terms are net thirty (30) days from date of invoice. All payments
shall be by check made payable to Trebron Security, LLC at the address listed above.
3. Term: Buyer’s license for the product expires approximately three years (36 months) after the date it is activated.
4. Representations: Buyer understands that Seller is a reseller of hardware and software products. Buyer
acknowledges that it has not relied on any representations by Seller and has independently investigated the
products and determined the suitability of the products for Buyer’s intended purposes.
5. Warranty: Seller shall pass through to Buyer any original manufacturers’ warranties for Product acquired by Seller
for Buyer, including Licensor’s warranties for Product. Except for the foregoing, Seller shall deliver the Product “as
is” and Seller makes no other warranty, express or implied, including any warranty of merchantability or fitness for a
particular purpose.
6. Limitation of Liability: Under no circumstances will Seller be liable for any incidental, indirect, special or
consequential damages from Buyer or any third party, including damages for lost revenue, profits, data or use, even
if Seller has been advised of the possibility of such damages. In no event shall Seller’s entire liability under this
agreement exceed the price of the products under this Agreement.
7. Indemnification: Buyer shall defend, indemnify and hold harmless Seller, its owner, its employees and its agents
from and against all damages, claims and liabilities of every nature whatsoever, including but not limited to
reasonable legal expenses, arising in connection with or out of the improper or unauthorized operation, use, or
repair of the products furnished to Buyer.
8. Late Fees: Late payments shall accrue interest beginning from the payment due date at a rate of eighteen percent
(18%) per annum or the maximum allowable legal rate whichever is lower. In the event that any payment or amount
owed is more than ninety (90) days past due, Seller may declare the entire amount due and owing in addition to
accrued fees and costs. Buyer’s failure to pay under this agreement may result in termination of Buyer’s software
license.
9. Cancellation: Once Seller has accepted Buyer’s order, Buyer cannot cancel the agreement, in whole or in part,
without Seller’s express written consent. Such cancellation is conditioned upon Buyer’s reimbursement to Seller for
all costs incurred by Seller in connection with the order up to the time of cancellation—including, but not limited to
Seller’s cost for cancellation.
10. Attorney’s Fees: In the event any cost or expense, including reasonable attorney’s fees (“Costs”) are incurred in
the enforcement of this Agreement, the prevailing party shall be entitled to reimbursement for all such Costs in
addition to damages.
DocuSign Envelope ID: 1910D89A-DEDF-4972-B1EA-E493F555E8FD
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11. Governing Law: This Agreement shall be construed and interpreted in accordance with the laws of the
Commonwealth of Pennsylvania. Venue for any and all actions shall be in the state or federal courts of Lancaster
County, Pennsylvania.
12. Software: Buyer will negotiate all software license provisions of Product directly with the Licensor.
13. Miscellaneous: This Agreement must be executed on or before April 14, 2022 or it becomes void.
14. Waiver: The waiver of any breach of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach and shall be effective only if presented in writing.
15. Severability: If any provision of this Agreement is deemed invalid or unenforceable, all other provisions of this
Agreement shall remain in full force and effect.
16. Entire Agreement/Execution in Counterparts: This Agreement constitutes the entire Agreement of the parties
and may not be amended or superseded except in writing with execution by both parties. This Agreement may be
executed in multiple counterparts, any of which need not contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same agreement. Facsimile or otherwise electronically
submitted signatures (including email) shall be deemed to have the full force and effect of original ink signatures
and shall be equally binding as though delivered directly by hand from one party to another.
City of Bremerton
IT Director Signature
Business Office Signature - Required
Printed Name
Printed Name
Title
Title
Date
Date
Must be signed by an authorized representative of Buyer
Trebron Security, LLC
Billing Information
Do you accept invoices via Email? Y N
Signature
Accounts Payable Contact
Dave Peck
Printed Name
Email Address
President
Title
Phone
Date
DocuSign Envelope ID: 1910D89A-DEDF-4972-B1EA-E493F555E8FD
Melinda Monroe
x
4/12/2022
Contracts Administrator
Dave Sorensen
4/12/2022
IT Manager
?
?
?
4/12/2022