Loading...
HomeMy WebLinkAbout06-06-18-01/Indiana Alarm, LLC/4,020/System AgreementRESOLUTION NO. BPW 06-06-18-01 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING RECEIPT OF CONTRACT WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana ("City"), is authorized to enter into contracts; and WHEREAS, pursuant to Indiana Code 36-4-5-3, the City's mayor may enter into contracts on behalf of the City; and WHEREAS, pursuant to his authority under Indiana law, the City's mayor, the Honorable James C. Brainard, has caused to be signed the City contract attached hereto as Exhibit A (the "Contract"); and WHEREAS, Mayor Brainard now wishes to present the contract to the City's Board of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk -Treasurer's Office, and made available to the public for review. follows: NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as 1. The foregoing Recitals are incorporated herein by this reference. 2. The receipt of the Contract is hereby acknowledged. 3. The Contract shall be promptly filed in the office of the Clerk -Treasurer and thereafter made available to the public for review. SO RESOLVED this( -0 day of , 2018. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: /gyp Il James Brainard, Presiding Officer ATT On Pauley, ClertTreasurer Date: Y� SAE Bass\My Documents\BPW-Resolutions\2018\Acknowledge Performance Agreement - Indiana Alarm.docx5/21/2018 3:30 PM INDIANA n ALARM SYSTEM AGREEMENT Dale: 5/3/2018 Subscriber's Name: Citv of Cannel Telephone No.: Authorized Officers Name: Address: City: Cell Phone No.: State: Zip: 1. INDIANA ALARM, LLC (hereinafter referred to as "IA' or "ALARM COMPANY") agrees to sell, install and program, at Subscriber's premises, and Subscriber agrees to buy, an electronic security system consisting of the equipment and services described in the attached Schedule of Equipment and Services. Purchase Price: $ 4 020.00 Approximate date work to begin 6/1/18 Taxes: $ Estimated date work to be substantially completed 7/1/18 Total: $ 4.020.00 Down Payment: S 0 Balance due upon completion of installation: $_ 4,020.00 2. DESCRIPTION OF EQUIPMENT AND SERVICES: Check Services Provided: Access Control Administration ❑ Other. (See Attached Schedule of Equipment and Services.) 3. PASSCODE TO CPU SOFTWARE REMAINS PROPERTY OF IA: Provided Subscriber performs this agreement for the full term thereof, upon termination IA shall at its option provide to Subscriber the passcode to the CPU software or change the passcode to the manufacturers default code. Software programmed by IA is the intellectual property of IA and any unauthorized use of same, including derivative works, is strictly prohibited and may violate Federal Copyright laws, Title 17 of the United States Code, and may subject violator to civil and criminal penalties. The Equipment shall remain personal property and shall not be considered a fixture, or an addition to, alteration, conversion, improvement, modernization, remodeling, repair or replacement of any pan of the realty, and Subscriber shag not permit the attachment thereto of any apparatus not furnished by IA. IA's signs and decals remain the property of IA and must be removed upon termination of this agreement. CHECK BOX FOR APPROPRIATE SERVICES: 4. SERVICES AND CHARGES. Only services selected are included: All recurring charges are billed automatically (select one option]: CrMonthly ❑ Quarter Annually ❑ Semi Annually ❑ Annually In Advance (a) SERVICE (Strike out i or ii) ❑ (i) Subscriber agrees to pay IA on a per call basis. If this agreement provides for service on a per call basis. Subscriber agrees to pay IA for all parts and labor at time of service. Subscriber is not obligated to call IA for per call service and IA is under no duty to provide service except its warranty service during warranty period. Service by anyone other than IA during warranty period relieves IA of any fuller obligations under the Limited Warranty. Initial here for per call service option C((ii) Subscriber agrees to pay IA for service of the alarm equipment the sun of $125.00 per month, payable in advance for the term of this agreement, commencing the first day of the month next succeeding the date hereof, all payments being due on the first of the month. S/ (b) ACCESS CONTROL ADMINISTRATION SERVICES: Subscriber agrees to pay IA the sum of $210.00 per month, for the term of this agreement. Select Access Control Administration services to be provided: Remote Access Administration V On -sire Administration V Data Storage Data Backup S. TERM OF AGREEMENT: RENEWAL: The term of this agreement shall be for a period of 12 monttl(s) and shall automatically renew 12 month terms thereafter under the same terns and conditions, unless either parry gives written notice to the other by certified mail, return receipt requested, of their intention not to renew the agreement at least 30 days prior to the expiration of any term. After the expiration of one year from the dale hereof IA shall be permitted from time to time to increase the month charge by an amount not to exceed nine percent each year and Subscriber agrees to pay such increase. IA may invoice Subscriber in advance monthly, quarterly, or annually at IA's option. 6. SERVICE: Service pursuant to paragraph 4(b)(ii), includes all pans and labor, and IA shall service upon Subscribers request the system installed in Subscribers premises between the hours of 8 a.m. and 5 p.m. Monday through Friday, within reasonable time after receiving notice from Subscriber that service is required, exclusive of Saturdays, Sundays and legal holidays. All repairs, replacement or alteration to the system made by reason of alteration to Subscribers premises, or caused by unauthorized intrusion, lightning or electrical surge, or caused by any means other than normal usage, wear and tear, shall be made at the cost of the Subscriber. Batteries, electrical surges, lightning damage, software upgrades and repairs, communication devices no longer supported by communication pathways, obsolete components and components exceeding manufacturers useful life are not included in service and will be repaired or replaced at Subscribers expense payable at time of service. No apparatus or device shall be attached to or connect with the system as originally installed without IA's written consent. 7. SUBSCRIBER REMOTE ACCESS: If Remote Access is included in the Schedule of Equipment and Services to be installed and services provided by IA, the equipment will transmit data via Subscribers high speed Internet or wireless connection device which is compatible with IA's remote services. IA will grant access to server permitting Subscriber to monitor the system that may be installed. The remote services server is provided either by IA or a third party. IA shall have no responsibility for failure of data transmission, corruption or unauthorized access. Electronic data may rat be encrypted and wireless components of the system may not meet Advanced Encryption Standard specifications for encryption of electronic data established by the US National Institute of Standards and Technology and IA shall have no liability for access to the system by others. S. ACCESS CONTROL SYSTEM OPERATION AND LIMITATIONS: If selected as a service to be provided and included in the Schedule of Equipment and Services, Access Control equipment shall be connected to a computer supplied by the Subscriber and connected to Subscribers computer network. If data storage or backup is selected service IA or its designee shall store and /or backup data received from Subscribers system for a period of one year. IA shall have no liability for data corruption or inability to retrieve data even if caused by IA's negligence. Subscriber's data shall be maintained confidential and shag be retrieved and released only to Subscriber or upon Subscribers authorization or by legal process. Internet access is not provided by IA and IA has no responsibility for such access or IF address service. IA shall have no liability for unauthorized access to the system through the Internet or other communication networks or data corruption or loss for any reason whatsoever. 9. (a) ACCESS CONTROL ADMINISTRATION: If selected as a service to be provided IA will maintain the data base for the operation of the Access Control System. Subscriber will advise IA of all change in personnel and or charges access levels of authorization and restrictions, providing Access card serial numbers or biometric data and such information that Subscriber deems necessary to identity personnel. All communication by Subscriber to IA regarding personnel access must be in writing via email or fax to addresses designated by IA. IA shall have remote Internet access to the Subscribers designated access control computer to program and make data base updates to the system. Subscriber is responsible for maintaining its computer and computer network and Internet access Page 1 of 3 LIMITED WARRANTY ON SALE 10. In the event that any part of the system becomes defective, or in the event that any repairs are required, IA agrees to make all repairs and replacement of parts without costs to the Subscriber for a period of one (1) year from the date of installation unless otherwise specified in schedule of protection or Subscriber agrees to service option ii. IA reserves the option to either replace or repair the equipment, and reserves the right to substitute materials of equal quality at time of replacement, or to use reconditioned parts in fulfillment of this warranty. This warranty does not include batteries, electrical surges, lightning damage, software upgrades and repairs, communication devices that are no longer supported by communication pathways, obsolete components and components exceeding manufacturer's useful fife. IA is not the manufacturer of the equipment and other than IA's limited warranty Subscriber agrees to look exclusively to the manufacturer of the equipment for repairs under its warranty coverage if any. Except as set forth in this agreement, IA makes no express warranties as to any matter whatsoever, including, without limitation, the condition of the equipment, its merchantability, or its fitness for any particular purpose. IA does not represent nor warrant that the system may not be compromised or circumvented, or that the system will prevent any loss by burglary, hold-up, or otherwise; or that the system will in all cases provide the protection for which it is installed. IA expressly disclaims any implied warranties, including implied warranties of merchantability or fitness for a particular purpose. The warranty does not cover any damage to material or equipment caused by accident, misuse, attempted or unauthorized repair service, modification, or improper installation by anyone other than IA. IA shall not be liable for consequential damages. Subscriber acknowledges that any affirmation of fad or promise made by IA shall not be deemed to create an express warranty unless included in this agreement in writing; that Subscriber is not retying on IA's skill or judgment in selecting or furnishing a system suitable for any particular purpose and that there are no warranties which extend beyond those on the face of this agreement, and that IA has offered additional and more sophisticated equipment for an additional charge which Subscriber has declined. Subscriber's exclusive remedy for IA's breach of this agreement or negligence to any degree under this agreement is to require IA to repair or replace, at IA's option, any equipment which is non -operational. This Limited Warranty is independent of and in addition to service contracted under paragraph 4(b)(ii) of this agreement. This Limited Warranty gives you specific legal rights and you may also have other rights which vary from state to state. If required by law, IA will procure all permits required by local law and will provide certificate of workman's compensation prior to starting work. GENERAL PROVISIONS 11. DELAY IN DELIVERY/ INSTALLATION/ RISK OF LOSS OF MATERIAL: IA shall not be liable for any damage or loss sustained by Subscriber as a result of delay in delivery and/or installation of equipment, equipment failure, or for interruption of service due to electric failure, strikes, walk -outs, war, ads of God, or other causes, including IA's negligence or failure to perform any obligation. The estimated date work is to be substantially completed is not a definite completion date and time is not of the essence. In the event the work is delayed through no fault of IA, IA shall have such additional time for performance as may be reasonably necessary under the circumstances. Subscriber agrees to pay IA the sum of $1,000 per day for each business day the work is re -scheduled or delayed by Subscriber or others engaged by Subscriber through no fault of IA on less than 24 hour notice to IA. If installation is delayed for more than one year from date hereof by Subscriber or other contractors engaged by Subscriber and through no fault of IA, Subscriber agrees to pay an additional 5% of the contract Purchase Price upon installation. Subscriber assumes all risk of loss of material once delivered to the job site. 12. CARE AND SERVICE OF SECURITY SYSTEM: Subscriber agrees not to tamper with, remove or otherwise interfere with the Security System which shall remain in the same location as installed. All repairs, replacement or alteration to the security system made by reason of alteration to Subscriber's premises, or caused by unauthorized intrusion, lightning or electrical surge, or caused by any means other than normal usage, wear and tear, shall be made at the cost of the Subscriber. Batteries, electrical surges, lightning damage, software upgrades and repairs, communication devices that are no longer supported by communication pathways, obsolete components and components exceeding manufacturers useful life, are not included in warranty or service under paragraph 4(b) (ii) and will be repaired or replaced at Subscribers expense. No apparatus or device shall be attached to or connect with the security system as originally installed without IA's written consent. 13. ALTERATION OF PREMISES FOR INSTALLATION: IA is authorized to make preparations such as drilling holes, driving nails, making attachments or doing any other thing necessary in IA's sole discretion for the installation and service of the security system, and IA shall not be responsible for any condition created thereby as a result of such installation, service, or removal of the security system, and Subscriber represents that the owner of the premises, if other than Subscriber, authorizes the installation of the security system under the terms of this agreement. 14. SUBSCRIBER'S DUTY TO SUPPLY ELECTRIC AND TELEPHONE SERVICE: Subscriber agrees to furnish, at Subscribers expense, all 110 Volt AC power, electrical outlet, ARC Type circuit breaker and dedicated receptacle, Internet connection, high speed broadband cable or DSL and IP Address, telephone hook-ups, RJ31x Block or equivalent, as deemed necessary by IA. 15. LIEN LAW: IA or any subcontractor engaged by IA to perform the work or furnish material who is not paid may have a claim against purchaser or the owner of the premises if other than the purchaser which may be enforced against the property in accordance with the applicable lien laws. 16. INDEMNITY / WAIVER OF SUBROGATION RIGHTS / ASSIGNMENTS: Parties agree that there are no third party beneficiaries of this agreement. Subscriber on its behalf and any insurance carrier waives any right of subrogation Subscribers insurance carrier may otherwise have against IA or IA's subcontractors arising out of this agreement or the relation of the parties hereto. Subscriber shall not be permitted to assign this agreement without written consent of IA. IA shall have the right to assign this agreement, with written consent of City, which shall not be unreasonably withheld.and IA shall be relieved of any obligations herein upon such assignment. 17. EXCULPATORY CLAUSE: IA and Subscriber agree that IA is not an insurer and no insurance coverage is offered herein. The security equipment and IA's services are designed to reduce certain risks of loss, though IA does not guarantee that no loss will occur. IA is not assuming liability, and, therefore, shall not be liable to Subscriber for any loss, data corruption or inability to retrieve data, personal injury or property damage sustained by Subscriber as a result of intrusion, burglary, theft, hold-up, fire, equipment failure, smoke, or any other cause whatsoever, regardless of whether or not such loss or damage was caused by or contributed to by IA's negligent performance to any degree in furtherance of this agreement, any extra contractual or legal duty, strict products liability, or negligent failure to perform any obligation pursuant to this agreement or any other legal duty. In the event of any loss or injury to any person or property, Subscriber agrees to look exclusively to Subscribers insurer to recover damages. Subscriber releases IA from any claims for contribution, indemnity or subrogation. 18. INSURANCE: The Subscriber shall maintain a policy of public liability, property damage, burglary and theft insurance under which IA is named as additional insured. IA shall not be responsible for any portion of any loss or damage which is recovered or recoverable by the Subscriber from insurance covering such loss or damage or for such loss or damage against which the Subscriber is indemnified or insured. In the event of any loss or injury to any person or property, Subscriber agrees to look exclusively to Subscribers insurer to recover damages. Subscriber shall obtain insurance to cover any loss the security services are intended to detect to one hundred percent of the insurable value, and Subscriber and all those claiming rights under Subscriber waive all rights against IA and its subcontractors for loss or damages caused by burglary, theft, water, smoke, fire or other perils intended to be detected by the security services or covered by insurance to be obtained by Subscriber, except such rights as they may have to the proceeds of insurance. 19. LIMITATION OF LIABILITY: Subscriber agrees that should there arise any liability on the part of IA as a result of IA's negligent performance to any degree or negligent failure to perform any of IA's obligations pursuant to this agreement or any other legal duty, equipment failure, or strict products liability, that IA's liability shall be limited to the sum of $250.00 or 5% of the sales price or 6 times the aggregate of monthly payments for services being provided at time of loss, whichever is greater. If Subscriber wishes to increase IA's amount of limitation of liability, Subscriber may, as a matter of right, at any time, by entering into a supplemental agreement, obtain a higher limit by paying an annual payment consonant with IA's increased liability. This shall not be construed as insurance coverage. 20. LEGAL ACTION: The parties agree that due to the nature of the services to be provided by IA, the monthly or other periodic payments to be made by the Subscriber for the term of this agreement forth an integral part of IA's anticipated profits; that in the event of Subscribers default it would be difficult if not impossible to fix IA's actual damages. Therefore, in the event Subscriber defaults in the payment or any charges to be paid to IA, the balance of all payments for the entire term herein shall immediately become due and payable, and Subscriber shall be liable for 80% thereof as liquidated damages and IA shall be permitted to terminate all its services, including but not limited to terminating monitoring service, under this agreement and to remotely re -program or delete any programming without relieving Subscriber of any obligation herein. The parties agree that they may bring claims against the other only in their individual capacity and not as a class action plaintiff or class action member in any purported class or representative proceeding. Service of process or papers in any legal proceeding or arbitration between the parties may be made by First - Class Mail delivered by the U.S. Postal Service addressed to the party's address in this agreement or another address provided by the party in writing to the party making service. Subscriber submits to the jurisdiction and laws of Indiana and agrees that any litigation or arbitration between the parties must be commenced and maintained in the county where IA's principal place of business is located. The parties waive trial by jury in any action between them unless prohibited by law. Any action by Subscriber against IA must be commenced within one year of the accrual of the cause of action or shall be bared. All actions or proceedings against IA must be based on the provisions of this agreement. Any other action that Subscriber may have or bring against IA in respect to other services rendered in connection with this agreement shall be deemed to have merged in and be restricted to the terms and conditions of this agreement, and this consent to arbitrate shall survive the termination of this agreement. 21. IA'S RIGHT TO SUBCONTRACT SPECIAL SERVICES: Subscriber agrees that IA is authorized and permitted to subcontract any services to be provided by IA to third parties who may be independent of IA, and that IA shall not be liable for any loss or damage sustained by Subscriber by reason of fire, theft, burglary or any other cause whatsoever caused by the negligence of third parties. Subscriber appoints IA to act as Subscribers agent with respect to such third parties, except that IA shall not obligate Subscriber to make any payments to such third parties. Subscriber acknowledges that this agreement, and particularly those paragraphs relating to IA's disclaimer of warranties, exemption from liability, even for its negligence, limitation of liability and indemnification, inure to the benefit of and are applicable to any assignees, subcontractors, manufacturers, vendors and central offices of IA. 22. SECURITY INTEREST / COLLATERAL: To secure Subscribers obligations under this agreement Subscriber grants IA a security interest in the security equipment installed by IA and IA is authorized to file a financing statement. Page 2 of 3 23. CREDIT INVESTIGATION: Subscriber and any guarantor authorize IA to conduct credit investigations from time to lime to determine Subscribers and guarantor's credit worthiness. 24. NONDISCRIMINATION: IA represents and warrants that it and all of its officers. employees, agents. contractors and subcontradors shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex. handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. 25. E -VERIFY: Pursuant to I.C. § 22-51.7 at seq., as the same may be amended from time to time, and as is Incorporated herein by this reference (the 'Indiana E -Verify Lav"), IA is required to enroll in and verify the work eligibility status of its newly -hired employees using the E -Verify program, and to execute an Affidavit affirming that it is enrolled and participating in the E -verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit. IA shall provide the City with documentation indicating that it has enrolled and is participating in the E -Verify program. Should IA subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E -Verify Law as regards each such subcontractor. Should the IA or any subcontractor violate the Indiana E -Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E -Verify Law. The requirements of this paragraph shall not apply should the E -Verify program cease to exist. 26. FULL AGREEMENT f SEVERABILITY: This agreement along with the Schedule of Equipment and Services constitutes the full understanding of the parties and may not be amended, modeled or canceled, except in writing signed by both parties, except IA's requirements regarding items of protection provided for in this agreement imposed by Authority Having Jurisdiction. Subscriber acknowledges and represents that Subscriber has not relied on any representation, assertion, guarantee, warranty, collateral agreement or other assurance, except those set forth in this Agreement. Subscriber hereby waives all rights and remedies, at law or in equity, arising, or which may arise, as the result of Subscriber's reliance on such representation, assertion, guarantee, warranty, collateral agreement or other assurance. To the extent this agreement is inconsistent with any other document. agreement, purchase order or understanding between the parties, the terms of this agreement shall govern. Should any provision of this agreement be deemed void, the remaining parts shall not be effected. PY OF THIS 4 PAGE AGREEMENT AND SCER HEDULE OF EQDGES UIPMENT AND SEXECUTED RVIICES AT TME OF EXECUTION. INDIANA ALARM, LLC: SUBS�J,RIBER: �' c` p'� ca a 1+ P l By Sr Print Name: Joshua Bell Title Owner_ Tax ID or Page 3 of 3 a`"` K --S 13 r<< 1 h a A