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HomeMy Public PortalAboutCrestview Fire Dept - INetDocuSign Envelope ID: 056EB075-5DFA-4929-B824-E8B6570062134 iNet® Subscription Agreement Crestview Fire Department Case# 20170217-924370 1. Your Acceptance This iNet® subscription service ("Service") is for the use, monitoring and maintenance of gas detection devices and related equipment, including associated hardware and software (collectively, "Equipment"). This agreement ("Agreement") is between Industrial Scientific Corporation or its affiliate, as set forth on Exhibit A, ("ISC", "us," "we," or "our") and the person or entity agreeing to these terms ("you" or "your"). 2. Term; Renewal; Work Orders The term of the Service shall be 48 months from the Commencement Date on Exhibit A ("Term"), following the implementation period. The Agreement will automatically renew on a month -to -month basis, on the same terms and conditions, not to exceed 48 months, unless one of us provides the other with at least 60 days' written notice of termination prior to the end of the Term or during any renewal period. 3. Subscription Fee, Costs, Payment Terms and Taxes The subscription fee is set forth on Exhibit A and shall be paid monthly within 30 days of the invoice date, by credit card or otherwise. Invoicing will commence on the Commencement Date, which shall be the first day of the month following the completion of implementation. You will pay all charges for your Internet connection and calibration gas, if applicable, and pre -approved travel expenses incurred in the course of performing the Service (other than in connection with initial installation). You are responsible for all applicable taxes, duties and charges with respect to your use of the Service and Equipment. 4. Required Documents You will be required to provide the following completed and signed documents prior to installation: (a) your purchase order, (b) a Pre -Installation Acceptance Form (for IT configuration purposes), available at htto://www.indsci.com/solutions/inet-documents/. and (c) a completed Exhibit A (see form attached) (collectively, the "Required Documents"). 5. ISC's Responsibilities We will deliver and install (if applicable and which may be remotely performed), the Equipment, monitor, and promptly repair or replace the Equipment, to the extent it malfunctions or otherwise fails for any reason other than misuse or negligent use by you; provided however that if Equipment is placed on a product -hold for any reason, we will notify you that the repair or replacement Equipment will be delayed, the anticipated length of such delay and will make diligent efforts to quickly resolve any product -hold. We will provide personnel to perform initial installation services having appropriate credentials, training and screening (details available on request). 6. Your Responsibilities You agree to dock the Equipment on the selected docking station(s); otherwise, we have no obligation to record, analyze, or take any action with respect to any information recorded by the Equipment. You will promptly provide written notice to us if the Equipment is transferred from the installation site(s) listed on Exhibit A, provided any transfer outside the country where initially installed requires ISC's prior written consent. You will provide cabling and associated labor, and/or wireless networking components for all connections for the Service. You will be responsible for changes made in, and the security of, your network, training new network users, and any network related administration duties relating to the Service and installation. You agree not to make any representations about the Service or Equipment not authorized by us in writing. We have no responsibility for network systems that may be affected by the installation of the Service. You agree not to perform, nor cause any third party to perform, any non - routine security testing on our Equipment or Services without our written permission. DocuSign Envelope ID: 056EB075-5DFA-4929-8824-E8B657006284 Crestview Fire Department Case# 20170217-924370 7. Ownership, Usage and Rental You agree that all intellectual property in or associated with the Service is owned by us. Title to the Equipment (excluding calibration gas and purchased Equipment, if applicable) remains vested in us at all times. You will use the Equipment only as directed In the documentation and other instructions provided by us. You will promptly return any Equipment in need of repair to us using the prepaid shipping packages that will accompany the replacement Equipment within fourteen (14) days; otherwise you agree to purchase the Equipment from us at the then -current retail price. You will provide us with ready access to the Equipment, as needed. You agree to replace or reimburse us for the value of any lost, stolen or otherwise missing Equipment or Equipment destroyed or damaged beyond repair (including Equipment lost due to fire, theft, vandalism and Force Majeure) at the fair market value at time of replacement. If you are obtaining rental Equipment under this Agreement, the specific rental provisions on Exhibit A shall apply. 8. Confidentiality; Privacy; Use of Information We agree that any information divulged under this Agreement is confidential ("Confidential Information"), shall be maintained in strict confldence and not used for any purpose unrelated to this Agreement nor disclosed to any third parties, provided, however, that ISC may collect, use and/or disclose iNet data to an authorized subcontractor subject to the same confidentiality restrictions as ISC, solely for iNet related research and development purposes or technical support, as long as that information Is aggregated with similar information and de -identified. This will not apply to Confidential Information that is required by law to be divulged, provided that, if legally permissible, a receiving party subject to such requirement must notify the disclosing party prior to any disclosure required by law. Further, you understand that in connection with the Service, information of or related to individual users ("User Information") will be collected and transferred to us for data processing in geographic location(s) that are not necessarily in the same jurisdiction as the location in which It was collected. You are responsible for compliance with all laws and regulations applicable to the collection, transmittal to and processing by us of User Information. 9. Termination; Rights on Termination Either party may terminate this Agreement before the expiration of the Term If the other party materially breaches the Agreement and does not cure the breach within 30 days after written notice, or immediately if the other party ceases to operate, declares bankruptcy, becomes insolvent or otherwise unable to meet its financial obligations, becomes nationalized, or has any of its material assets confiscated or expropriated, attempts to sell, assign, delegate or transfer any of its rights and obligations under this Agreement or is dissolved, substantially changes its line of business, sells substantially all of its assets, or suffers a change in ownership. In the event that this Agreement is terminated or expires on its own terms, we will have no further obligations to you. You will return all Equipment to us within 30 days after the expiration or termination of this Agreement for any reason, at your sole cost. 10. Warranty, Indemnity and Limitation of Liability The Equipment is warranted (a) for the shorter of the Term or until we repair or replace the Equipment and (b) to conform to our specifications as set forth in the documentation provided to you. We do not warrant that the Equipment will meet your requirements or will be error free. Our sole warranty obligation is limited to correction of defects or replacement of the Equipment. To the extent permitted by applicable law, this limited warranty and these terms are in lieu of, and you waive, all implied guarantees and warranties, including without limitation, any warranty of merchantability or fitness for a particular purpose and any liability of ISC under any provisions of applicable law. 2 DocuSign Envelope ID: 056EB075-5DFA 4929-B824-E8B6570062B4 Crestview Fire Department Case# 20170217-924370 We agree to indemnify, hold harmless and defend each other and each other's respective officers, directors, agents, representatives, employees, and affiliates ("Indemnified Parties"), at our own expense, from and against any and all claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature ("Losses"), which are threatened or brought against, or are suffered or incurred by, the other or any of the other's Indemnified Parties resulting from any of our acts or omissions under thls Agreement which includes without limitation (i) any negligent or tortious conduct; (ID failure or any breach of any of our respective representations, warranties, responsibilities or conditions contained in this Agreement; and (iii) any violations of applicable laws or regulations. Neither of us will be liable to the other, or to any customer or Indemnified Parties of the other, for any special, indirect, contingent, punitive or consequential damages or for losses or damages caused directly or indirectly by the Equipment and/or Service or the failure to deliver the same. If either of us should be held liable for Losses under this Agreement, they will not exceed the lesser of (i) the total Subscription Fee paid; or (10 actual damages incurred, and we waive our right to collect any greater amount. We will not be liable for any Losses arising from our provision of reports, delay in providing reports or failure to provide such reports if you fail to comply with Section 6 and you indemnify us for any such failure to comply. 11. General This Agreement Is governed by the laws, and the parties agree to submit to the exclusive jurisdiction of the courts, both as set forth on Exhibit A. We agree to use our best endeavors to resolve any dispute arising out of or relating to this Agreement, between us, prior to resorting to any external dispute resolution process. Each party agrees to notify the other in writing of any dispute. The Agreement may only be amended by an instrument in writing. Any translations of this Agreement from English are for convenience and in the event of any ambiguity or conflict, the English version shall govern. All terms that should by their nature survive termination of this Agreement shall so survive. The Agreement contains the entire understanding between the parties and shall control over any Purchase Order. Any previous oral and written communications, representations, warranties or commitments are superseded by the Agreement. A party's failure to exercise any of its rights under this Agreement on one occasion shall not waive its rights to enforce the same on another occasion. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, electrical interruption, server or related equipment failure and Internet disturbance) that was beyond the party's reasonable control (Force Majeure). Any notices must be in writing (which may be by email, return receipt requested) to the address last notified by each party. We may not use each other's name in connection with advertising or publicity without the other party's prior written consent except that either party may include the other's name and logo on a supplier or customer list on its corporate website. This Agreement must not be assigned by you without our prior express written consent. 3 DocuSign Envelope ID: 056EB075-5DFA-4929-B824-E8B6570062B4 Crestview Fire Department Case# 20170217-924370 The parties' authorized signatories, intending to be legally bound, have executed this iNet Subscription Agreement as reflected below, effective as of the date of the last signature. INDUSTRIAL SCIENTIFIC CORPORATION CRESTVIEW RRE-REP*RTMENT cDocusisnea by: By: I AA. F. Ntiatx By: „a 1 Pi ✓dL et Gar7t`I§'oFvn9 1Ier ��j , p ,pn Name: Name: kv �i296e///-��7� Y�-� N Title: V.P. customer operations Title: day / b..,.�. 10/26/2017 /d /moo / Date: Date: / / 7 4 DocuSign Envelope ID: 056EB075-5DFA-4929-8824-E8B657006284 Crestview Fire Department Case# 20170217-924370 Exhibit A to iNet Subscription Agreement Commencement Date Governing Law and Jurisdiction Monthly Subscription Fee ISC Party ISC Address ISC Contact Email *Customer Party *Customer Address for Notices List of Equipment *Customer Address for Installation LOCATION 1 Site Contact Name Phone number and Email *Customer Address for Installation LOCATION 2 Site Contact Name Phone number and Email *Customer Address for Installation LOCATION 3 Site Contact Name Phone number and Email *Customer Address for Shipping (if different) *Customer Billing Contact Info Phone number and Email *Customer IT Contact Info Phone number and Email *Customer Address for AutoReplenish Plus Gas Site Contact Name Phone number and Email Auto Replenish Plus To be completed by the contract administrator upon receipt of all information Commonwealth of Pennsylvania and Courts of the Western District of Pennsylvania USD $432.86 Industrial Scientific Corporation, a Pennsylvania corporation 1 Life Way, Pittsburgh, PA 15205 contractadminUS@indsci.com Crestview Fire Department, a Florida fire department 321 West Woodruff Avenue Crestview, FL 32536 [See attached] 321 W. Woodruff Avenue Crestview, FL 32536 2106 P.J. Adams Drive Crestview, FL 32539 585 Brookmeade Drive Crestview, FL 32539 With the AutoReplenish Plus Program we will monitor your calibration gas usage and provide calibration gas to you on an as -needed basis as determined by your usage and as monitored by us. We reserve the right to modify the gas concentration and/or cylinder size provided to you from time to time, at our sole discretion. Either party may request an audit of calibration gas usage at any time during the course of the Agreement, provided, however, these audits will take place no more frequently than once per any given twelve (12) month period. The parties will audit the quantities of calibration gas used by you based on the number of bump tests and calibrations performed by you in the 5 DocuSign Envelope ID: 056EB075-5DFA-4929-8824-E8B6570062B4 Crestview Fire Department Case# 20170217-924370 Rental Equipment Provisions LIST OF EQUIPMENT preceding twelve (12) months. We may adjust the Subscription Fee up or down if your calibration gas usage varies from the initial estimate. Rental equipment Pricing Minimum rental Termination Shipping Service Decontamination Calibration As listed in your PO In addition to the Subscription Fee 1 week Upon written notice Paid by you, unless in the USA where you use ISC's pre -paid FedEx label By ISC only You are required to decontaminate the equipment if necessary and so notify ISC Standard pre- and post -calibration only included I IIPart Number (IDescription 3 ' VP5-K1231101101 Ventis Pro Series, LEL (Pentane), CO, H2S, 02, Li -ion, Desktop Charger, Orange, UL/CSA, English 1 118109327-131 DSXI Cloud -Connected Docking Station for Ventis, 3 Inlet Ports, 2 IGas Readers, North America Power Cord 1 II 18105841 11 iGas Regulator w/Pressure Switch for 58, 103, 116L Cylinders 1 II 17124348 11 Wall/ Desk Mount Cylinder Holder (for use with, 34L, 58L, 103L, 116L and 552L cylinders) 1 II 18109203 II iNet DS Mobile Carrying Case Calibration Gas — Initial Supply of Calibration Gas 1 II 18109157 II Cylinder, Calibration Gas,100ppm CO, 25ppm H25, 25% LEL Pentane and 18% 02 (116 L) Location 1: Fire Admint Station 1 IQ1v IIPart Number (IDescription 1 VP5-K1231101101 18109327-131 1 II 18105841 1 II 17124348 1 II 18109203 BREAKDOWN BY LOCATION Ventis Pro Series, LEL (Pentane), CO, H2S, 02, Li -ion, Desktop Charger, Orange, UL/CSA, English DSXI Cloud -Connected Docking Station for Ventis, 3 Inlet Ports, 2 iGas Readers, North America Power Cord II iGas Regulator w/Pressure Switch for 58,103, 116L Cylinders II Wall/ Desk Mount Cylinder Holder (for use with, 34L, 58L,103L,116L and 552L cylinders) 11 iNet DS Mobile Carrying Case Calibration Gas —Initial Supply of Calibration Gas 1 II 18109157 II Cylinder, Calibration Gas,100ppm CO, 25ppm H2S, 25% LEL Pentane and 18% 02 (1161.1 I 6 DocuSign Envelope ID: 056EB075-5DFA-4929-B824-E8B6570062B4 Crestview Fire Department Case# 20170217-924370 Location 2: Fire Station 2 City IIPart Number IiDescription VP5-K1231101101 Ventis Pro Series, LEL (Pentane), CO, H2S, 02, Li -ion, Desktop Charger, Orange, UL/CSA, English Location 3: Fire Station 3 �Qtv Part Number IlDescription 1 VP5-K1231101101 Veniis Pro Series, LEL (Pentane), CO, H2S, 02, Li -ion, Desktop Charger, Orange, UL/CSA, English DocuSign Envelope ID: 056EB075-5DFA-4929-B824-E8B6570062B4 PUBLIC ACCESS Industrial Scientific Corporation, as Contractor shall comply with the requirements of Florida's Public Records law. In accordance with Section 119.0701, Florida Statutes, Contractor shall; 1. ICeep and maintain public records required by the public agency to perform the service, 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided under Florida's Public Records Law or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of this contract if Contractor doos not transfer the records to the public agency: and 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of Contractor on keep and maintain public records required by the public agency to perform the service. If Contractor transfers all public records to the public agency upon completion of the contract, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Contractor keeps and maintains public records upon completion of this contract, Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from public agency's custodian of public records, in a format that is compatible with the information technology systems of the publie agency 5. If Contractor has questions regarding the application Chapter 119, Florida Statutes, to Contractor's duty to provide public records relating to this Agreement, Contractor shall contact the Custodian of Public Records at: City Clerk, City of Crestview 198 North Wilson Street P.O. Box 1209 Crestview, Florida 32536 (850) 682-1560 Extension 250 c itvcl erkithc itvofcrestview. orq 6. In the event the City of Crestview must initiate litigation against Contractor in order to enforce compliance with Chapter 119, Florida Statutes, or in the event of litigation filed against the City of Crestview because Contractor failed to provide access to public records responsive to a public record request, the City of Crestview shall be entitled to recover all costs, including but not DocuSign Envelope ID: 056E8075-5DFA-4929-8824-E886570062B4 limited to reasonable attorneys' fees, costs of suit, witness, fees, and expert witness Pecs extended as part of said litigation and any subsequent appeals. iol Contractor's Signature DacuSign Envelope ID: 056EBO75-5DFA-4929-B824-E8B657006284 Form W-9 (Rev. December 2014) Department of the Treasury Internal nevenua ScMoe it newest for Taxpayer Identification Number and Certification Ii Name (es ohown an your loonies tax return). Name is required on gda @la; do not Inava this Pmblank. ihdustrial Scientific Corporation 2 Onetime nettle/rlleregardad entity name, irdlftarenl from above a 8 Cheek appropriate box for federaltax classification; check only ono of Su following sawn boxes: c ❑ Individual/note propdatoror © CCorporation D s Corporation ❑ Padnerahlp 0 Trust/estate aiafllo-mamba' LLU ❑ Limimd (lability company. Enlorthe lax olassirloaiion (Co0 corporation, 3=8 corporation, P-padnereliip)► N A Give Form to the requester. Ina not sand to the IRS. 4 Exemption (rmdaa apply only to °Main entitles, not Indlvvduele) eon Inslruallons an page a): Exempt payee code Of any} Note. ror a ahrglo-mnber Lt.O that la dlazograded, do not ohack LLD; cheokthe appropriate box In the line above for Exemption from FATCA reporting rho tax alusolnoatiun at ilia eing)e-rnernbor owner. code in any) ❑Olher(000lnakudlons)P MPnar m••rown manizMe ouls'ub ldeaad a Address (lumber, street. and apt. °ranlle no) Requaalara naiad and addrnsi (optional) 1 Life Way a City, Mute, and ZIP node Pittsburgh, PA 1$Z05,7500 7 Lint account number(s) hero (optional) L1 / Taxpayer Identification Number (FIN) Enter your f IN In the appropriate ttox, I he I IN provided must maim me name given on lino 1 to avoid bookup withholding. For individuois, this to generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entlfy, see the Part I instructions an Paget For other entitles, it la your employer Identification number (SIN), If you do not have a number, sea How to gat a ,... TIN on pegs S. ar Note. If the amount is In more than ono name, see the Instructions for lino 1 and the chart on pago 4 for i Employer Idenagoal on numberamount guidelines on whose number to enter. ( sauna scourhy n moor Aart II Certifloation 12 1 6 I -1 1 1 4 8 1 1 1 2 I e i Under pen:Uleo of perjury, I certify that: 1. The number shown on tMa form Is my oorreot taxpayer identification number (or I am walling for a number to be farmed to me); and 2. 1 air not subplot to backup withholding because: (a) I am exempt from backup withholding, or (kg I have not bean notified by the Internal Revenue Setvhca (IRB) that 1 am subject to backup withholding es a result of a failure to report all Interest or dividends, or (o)the IRS has notified ma that l am no longer subject to hookup withholding; and S, 1 am a U.R. airmen or caner U.it, person (drained below); and 4. The FATCA cadets) entered on thin form (If any) indIuatIng that 1 am exempt from FATCA reporting le comsat, Certification Instmatlons. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all Interest and dlvldonde on your tax ratan, For real estate trensaotfana, Item 2 does not apply. For mortgage interest paid, acquisition or abandonment of seourod properly, cancellation of debt, contributions to an Individual rollromont arrangemmnt (IRA), and generally, payments other than intoront and dividends, you are not required to sign the °ertification, but you must provide your correct TIN. Sea the Instructions on pogo S. Sian I a,.........,._ .oior m ii _ Hire I U.B. parann► / JAW( onto► IL 1, ! General Instructions Section toleration ale tolls Internal Novenae Cade unless ooietwlae noted. Future developments, Irtfotma8ne about developments °gaoling Farm W-a (b9eh as leglelation emoted after wo mimes It) la at www.frsgovWfw9. Purpose of Form An individual oratilily(Form W-9 requenle) wren la reyuhad to Ilia rat Infnmlallon return with the IRS moot obtain your nomad taxpayer Identiflostion number (TIN) whlah may be yoursooinl noeadly number (38N), Mainland taxpayer Idonliiaallon number ((TIN), adoption toxpayor IdentlllcatIon number (ATIN), or employer Identification number (EIN), to report on an Information maim Ilia amaunt paid to you, or other amount reportable on an information rellen. Example° of Information returns )nolada, but are not )inked to, the following: • Four 1099-INT (Interest earned or pied) • rulannr r11,1de,,m I,,..n,ntw,,hone fro.. eltrei, „r,,,,m.,a ae.Ad • Form 1009-MISC (various typos of Incamo, prizes, awards, or gross Proceeds) • Form 1009'1 (siocik or mutual fond antes and certain other uanoaottonn by brokers) • Form 1009.43 (proceeds from real estate transootions) • Form WPM( (merchant card and third party helmet tl'anaaotlons) • Fann 1096 (home mortgage Interest),1090-E (,student loan Interest), 10911-T (tendon) • Fomi 1099-C (cancalad debt) • Form 1009-A (acquleltion ornhnndonmer,l of scoured properly) Use Form W-9 only If you area U.S. pason p,mludIng a resident allan),t° provide your carrool TIN. Of you do not Mum Form WO to the requestorwfth a 77N, you might hesubject to backup w@hhokling. Bee Whoi la backup withholding? on page 2. 6y °lgning the itkd-out form, yuu: to 1.0oeilfybeieeuuq, that tlto 71N you pro giving Is oorreot (or you are walling fora number 2. Oettlry that you are not subject to backupwithholding. or 0. Claim exemption from backup withholding II you we a (1.6. exempt payee. li opplloeblo, you are aloe cenlhling that as 4 D.6, parson, your allocable ahem of any pannorslnp uroemn rem a u,n., trace or worm; >s not suo)aerto mo withholding tax an foreign parinoror share of effoclNely connected Income, and 4. Codify that t'ATCAcodo(s) entered on this faint (If any) Indicating that you are e xempt from the FATCA reporting, la motor. Sea Whet Is FA7AA mponing? an pogo 2 for further Information, Cal, No. to2alX Form W^9 (Rev, 12-20114) DocuSign Envelope ID: 056EB075-5DFA-4929-8824-E886570062B4 iF4etTM Pre -Installation Acceptance Form for "DSXi" clocking station Rev 12 Customer: Please complete and email to contractadminUS@indsci.com ® Check this box to acknowledge that the DSXi will require access to the Internet and will upload data to Industrial Scientific. Docking Stations will be setup with DHCP IP Addresses. If Static IP Addresses are required, please check this box and our team will contact you to discuss these requirements. By default, Proxy Server Addresses are not setup for each Instrument Docking Station. If your organization utilizes Proxy Servers for Internet Access, check this box ❑and our team will contact you to discuss these requirements Company Name: Citv of Crestview Fire Department Person Completing Form (Please Print): Anthony D Holland Fire Chief Signature: Email Address: hollanda(Thcitvofcrestview.oro Date: 10/02/2017 DocuSign Envelope ID: 056EB075-5DFA-4929-8824-E8B6570062B4 TO City of Crestview, Florida PURCHASE ORDER L. nA.us-kv-\CA SO k en-\-4;0 9UB CO M gUANtk } 29563 DATE tv-)1 a4 20 ,--4- SORIPTION'-; - - UNITPIIICE` - TOTAL.PRICE, t\uk si O S M b; y-i g bs cv: I DEPT. 'hi 1 (� REQUESTED BY � '�^ � 110-�`GL I AA / l AUTFIORIZED BY CITY CLERK ACCOUNT NO. `N Lt3 .s'1c) DO } Do a p. 6.D)-\--19-rP