HomeMy WebLinkAboutC24-217 Reassurance SolutionsDocuSign Envelope ID: lCl402A2-286A-47OA-8574-92A8FO39D675 REASSURANCE S O L U T 10 N S Reassurance Solutions, LLC REASSURANCE PO BOX 766 . Benton, KY 42025 S O L U T I • N S info@reassurancesolutions.com Customer Billing Address: Date: 04/10/2024 Eagle County Sheriff's Office Seller Rep: Jim Crouch 855 Chambers Avenue Eagle, Colorado 81631 Contact Name: Sarah Kennedy Phone:9703288541 Email: sarah.kennedy@eaglecounty.us Product Quantity Price Each (USD) Extension XK300 Sensor 2 $4,000.00 $8,000.00 Gateway 1 $500.00 $500.00 Annual Subscription 2 $900.00 $1,800.00 Subtotal $10,300.00 Installation Package $2,000.00 Total Amount Due $12,300.00 TERMS AND CONDITIONS OF SALE Customer acknowledges purchase of the above itemized Products and agrees that the following Terms and Conditions of Sale govern Customer's purchase of the Products from Reassurance Solutions ("Seller"), including all components, technology, and software. I. Product Manufacturer. Customer understands and acknowledges that the Products sold herein are manufactured by Xandar Kardian, Inc., a Delaware corporation with a business address of 17 State Street, #4000, New York, NY 10004 (the "Product Manufacturer"), and that Seller has no corporate affiliation with the Product Manufacturer and is not responsible for the design, manufacture, functionality, or operation of the Products. II. Exclusive Agreement Customer agrees to exclusively permit Seller to install the products and services described herein (hereinafter referred to as the "Offering"). Reassurance Solutions shall be the exclusive provider of the Offering, including all associated hardware and software within all pre-existing and future jail and / or detention facilities. Seller and Customer agree that DocuSign Envelope ID: lCl402A2-286A-47OA-8574-92A8FO39D675 LREASSUR ^ NCE s a L u T I. N s no other type of inmate autonomous monitoring devices will be installed in the jail / detention facility for inmate use without written agreement between both parties. III. Product Implementation. Customer shall engage with Reassurance Solutions to schedule and allow access for installation of required cabling, cable termination, conduit installation and all required hardware for turnup of service (collectively Platinum Installation Package). In the event the Customer elects to use an outside contractor or an internal resource for cable installation, the Customer is solely responsible for ensuring the cable quality and installation meets the specifications outlined in a separate document that will be provided if you choose this option. Customer will be solely responsible and charged for time and materials for any cabling and/or conduit that requires replacement due to out -of -specification installation or cable quality. IV. Annual Software Support Subscription Term and Fees. Customer agrees to pay to Seller an annual software support fee as charged in the invoice (Annual Subscription Fee) every twelve (12) months with Customer's first Annual Subscription Fee included and due as part of the Total Amount due under this Invoice. At the end of the one (1) year Term, Customer's access to Product Manufacturer software support services shall renew for one-year Terms upon Customer's payment of Seller's Invoice for such Annual Fee unless Customer gives Seller written notice of non -renewal at least sixty (60) days prior to the end of the then current Term or if Customer does not pay Seller invoice by any future anniversary date of the installation date. The Annual Subscription term begins at date of installation. Non-payment of the Annual Subscription will result in Customer access to the dashboard being removed for all users and Customer's hardware warranty will become void. Payment for Annual Subscription services, after an Annual Subscription lapses, will re-establish Customer access to the dashboard, but the hardware warranty will not be re-established. The hardware warranty is for a maximum of 5 years from the installation date. In consideration for the Annual Subscription Fee, Customer shall have access to Product Manufacturer's direct provision of software support services to Customer and Seller's facilitation thereof, which facilitation shall be limited to escalating Customer's Product software service requests to the Product Manufacturer for direct resolution within twenty (24) hours of Seller's receipt of a service request. Customer service requests should be entered as described in training for escalation to the Product Manufacturer. Seller does not warranty support for the product or platform as Seller is a reseller who will do their best to help Customer. Manufacturer is responsible for product and platform support. Notwithstanding anything to the contrary contained in this Agreement, Customer shall have no obligations under this Agreement after, nor shall any payments be made to Seller in respect of any period after December 31 of any year, without an appropriation therefor by Customer in accordance with a budget adopted by the Eagle County Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 701 DocuSign Envelope ID: lCl402A2-286A-47OA-8574-92A8FO39D675 LREASSURANCE S O L U T! • N S V. NO WARRANTIES, REPRESENTATIONS OR LIABILITY. SELLER MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE WHATSOEVER TO CUSTOMER, INCLUDING ANY POLITICAL SUBDIVISION (as defined by KRS 65.005) OF WHICH CUSTOMER IS A PART,ANY EMPLOYEE, OFFICER OR REPRESENTATIVE OF CUSTOMER, OR ANY SUCH POLITICAL SUBDIVISION, OR TO ANY THIRD PARTY INDIVIDUAL OR ENTITY, INCLUDING, WITHOUT LIMIT, ANY INDIVIDUAL UNDER CONTRACT WITH OR IN THE LEGAL CUSTODY OF CUSTOMER, REGARDING ANY PRODUCT OR SERVICE SOLD TO OR SUBSCRIBED TO BY CUSTOMER HEREUNDER, OR TO WHICH CUSTOMER MAY LATER SUBSCRIBE OR PURCHASE FROM SELLER OR THE PRODUCT MANUFACTURER, AND SELLER, FOR ITSELF, ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND ASSIGNS, HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WITH RESPECT TO THE PRODUCTS AND SERVICES, INCLUDING, WITHOUT LIMIT, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, INTEGRITY, OPERABILITY, CONNECTIVITY, OR THAT THE PRODUCTS OR SERVICES OR DATA TRANSMITTED VIA THE PRODUCTS OR SERVICES WILL BE FREE OF DEFECTS OR ERRORS, TIMELY, UNINTERRUPTED, OR ACCURATE, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE PRODUCTS OR SERVICES OR THE PRODUCT MANUFACTURER'S TECHNOLOGY OR OTHER PROPERTY USED TO FURNISH THE PRODUCTS OR SERVICES, WILL BE FREE OF VIRUSES OR OTHER HARMFUL AGENTS. CUSTOMER FURTHER AGREES THAT SELLER IS NOT AND SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, TO CUSTOMER OR ANY POLICITCAL SUBDIVSION OF WHICH CUSTOMER IS A PART, OR TO ANY THIRD PARTY INDIVIDUAL OR ENTITY, INCLUDING ANY PERSON EMPLOYED BY, UNDER CONTRACT WITH OR IN THE LEGAL CUSTODY OF CUSTOMER, FOR TRANSMISSION OF ANY DATA BY OR VIA THE PRODUCTS, NOR FOR THE CONTENT, ACCURACY OR TIMELINESS OF ANY SUCH TRANSMITTED DATA, NOR FOR THE OPERATION OR FAILURE TO OPERATE, OR ANY DEFECT, ERROR OR MALFUNCTION OF ANY PRODUCT OR SERVICE IMPLEMENTED AT CUSTOMER'S FACILITY. VI. Customer Responsibility. Customer agrees that following completion of implementation and integration of purchased equipment (collectively Implementation), all liability for use of the Xander Kardian product, including but not limited to; proper use, monitoring, periodic hardware condition and functionality evaluation and actionable response to alerts are the sole responsibility of the Customer. Reassurance Solutions will not and does not monitor the operating status, alert status or actionable response for any associated hardware required for using the Product Manufacturer's products. VII. General. All notices required or permitted to be given by this Agreement shall be made in writing and shall be sent to the receiving party (whether Customer or Seller) by a recognized overnight commercial carrier or certified U.S. mail to the receiving party's address first given above or such other address as a party may specify from time to time in writing. This Agreement constitutes the entire agreement between Seller and Customer with respect to the Products and services described herein, and supersedes all prior understandings and agreements, including all 3 DocuSign Envelope ID: lCl402A2-286A-47OA-8574-92A8FO39D675 REASSUR ^ NCE S O L U T I N S prior invoices, whether written or oral, that relate to same. Any term of this Agreement may be amended, modified, or waived only with the written consent of both parties or their permitted successors and assigns. Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision shall be deemed modified to the extent necessary (consistent with the intent of the Parties) to eliminate the illegal, invalid or unenforceable effect or to delete such provision if modification is not feasible, and the remaining terms shall continue in full force and effect. Each party in making and performing this Agreement is an independent contractor, and nothing contained in this Agreement will be construed or implied to create an agency, partnership or employer and employee relationship between them. Neither party will assign its rights or delegate its obligations under this Agreement to any third party without the other party's prior written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Seller may assign its obligations under Section III above to any corporate affiliate of Seller. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., adobesign@adobesign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. VIII. Insurance. Seller agrees to provide and maintain at Seller's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: Types of Insurance. Workers' Compensation insurance as required by law. ii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. b. Other Requirements. i. The commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit A. ii. Seller's certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Seller shall furnish to Customer separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or 4 DocuSign Envelope ID: lCl402A2-286A-47OA-8574-92A8FO39D675 REASSURANCE S O L U T 1 0 N S termination hereof. iv. The parties hereto understand and agree that Customer is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to Customer, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. V. Seller is not entitled to workers' compensation benefits except as provided by the Seller, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Seller or some other entity. The Seller is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. By signing both parties acknowledge and agree to the above by Customer and Seller's authorized representatives signing below: REASSURANCE SOLUTIONS, LLC EAGLE COUNTY SHERIFF'S OFFICE DocuSigned/by: �R4G Signature: F...... 9162744Ga by: Signature: =8424 Name: Dave warden III Name: Jeff shroll Title: President Title: County Manager Date: 5/6/2024 Date: 5/6/2024 To be filled in by Reassurance Solutions, LLC Install Date: 5 DocuSign Envelope ID: 1C1402A2-286A-47OA-8574-92A8FO39D675 Page 1 of 1 A� o® CERTIFICATE OF LIABILITY INSURANCE 2/13/202244' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Willis Towers Watson Southeast, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 372305191 USA CONTACT Willis Towers Watson Certificate Center NAME: PHONE ,11L 1-877-945-7378 FAXNo: 1-888-467-2378 E ADDRSS: certificates@willis.com INSURERS AFFORDING COVERAGE NAIC9 INSURERA: Travelers Property Casualty Company of Ame 25674 INSURED Reassurance Solutions, LLC 34 U.S. Hwy. fib E - Unit A, P.O. Box 766 Benton, KY 42025 INSURER B : INSURERC: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: W32661666 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. [NSR LTRJMDL TYPE OF INSURANCE ADDL SUER POLICY NUMBER WRID�Y EFF MMfDPOUDfYYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTE15-- PREMISES Ea occurrence $ 300,000 MED EXP An one person) $ 10,000 A PERSONAL & ADV INJURY $ 1,000,000 ZPP-16P60083-23-I6 07/01/2023 07/01/2024 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO LOC JECT PRODUCTS - COMPIOP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ HCLAIMS-MADE AGGREGATE $ EXCESS LIAB DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNEWlEXECU7IVE PERTH_ STATUTE ER E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ NIA (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ If yyes, describe under DESCRIPTION OF OPERATIONS below A Products Liability ZPP-31N67784-23-I6 07/01/2023 07/01/2024 SEE BELOW SEE BELOW DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Products Liability: Each Occurrence 2,000,000 Products - Comp/Op Agg 2,000,000 Retroactive Date 7/112023 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Reassurance Solutions, LLC AUTHORIZED REPRESENTATIVE 34 U.S. Hwy. 68 E - Unit A, P.O. Box 766 Benton, KY 42025 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SR ID: 25428239 BATCH; 3331044