HomeMy WebLinkAboutbocc.con.097.248/30/2021 CDD
Contract Information
Contract Number
Project Name
Contractor
Budget Line Item 10021211.546500
Procurement Method:
Type:
Contract Start Date
Contract End Date
Contract Type
Retainage
If this is a new contractor, please enter the New Vendor information into Munis for workflow approval.
Contact Information:
Department
County Representative Jodie Grady County Representative
Phone (970) 963-3070
Provide a brief description of the Contract or Change Order:
Contract Value Summary:
$ 6,471.29
$ -
$ -
$ 6,471.29
097.24
Pitkin County
Procurement Cover Sheet
Please complete the Contract Cover Sheet when the contract/task order is complete and fully executed.
Return all Contract Cover Sheets and Contracts/Change Orders/Amendments/Task Orders to Procurement
No
BOCC Meeting Door Locks
Integrated Security & Communications of New Jersey
$ 6,471.29
Additional Budget Line
Item(s)
(Please fully allocate New Contract Total)
$ -
$ -
$ -
$ 6,471.29
None
Services/Maintenance
3/21/2024
11/15/2024
New Contract
Assets and Project Manager
Purchase and installation of locks for new BOCC Meeting Room doors.
Original Contract Amount
Previous Change Order/Amendment Amount
This Change order/Amendment amount
Contract Total
Contract # 097.24 Revision: 2023.12.15 CDD
1
PITKIN COUNTY CONTRACT FOR PROVISION OF SERVICES
THIS CONTRACT, made March 21, 2024 by and between the Board of County Commissioners
of Pitkin County, Colorado, 530 E. Main St., Suite #302, Aspen, CO 81611, (hereinafter called the
“County”) and Integrated Security & Communications, 102B Rike Drive, Millstone, NJ 08535
(hereinafter called the “Contractor”) to perform the following work: BOCC Meeting Room Door
Locks (“Project”).
I. Term of Contract: The term of this Contract is from March 21, 2024 to November 15,
2024.
II. Contractor’s Obligations. Contractor shall provide the door locks and installation
services specified on the attached Contractor quote (“Attachment A”).
III. Compensation and Expenses, Invoicing, Payment and Offset. The County shall
compensate Contractor for its services in accordance with the Project Budget and
Schedule set out in Paragraph II. It is expressly understood and agreed that in no event
will the total compensation and reimbursement to be paid hereunder exceed the sum of
Six Thousand Four Hundred Seventy-One dollars and Twenty-Nine cents ($6,471.29)
for all services rendered. By contract or amendment, the County and Contractor may
reallocate the budget among project tasks if the total budget amount remains
unchanged. Contractor shall invoice for the project monthly based on hours worked,
with payment expected within thirty (30) days of invoice. Any payment by the County
may be offset by any amount the Contractor owes the County for any reason.
Pitkin County will not release any payment to Contractor prior to receipt of a complete
and valid W9. Contractor’s address and the as-filed, legal entity name provided within
this Contract must match the information provided with the submitted W9. Doing
Business As (“DBA”) entity titles, as applicable, must be preceded by Contractors
legally filed business name. Failure to provide a complete and valid W9 may result in
delayed and/or past due payment from the County to Contractor and will in no event
obligate the County to recognize or pay penalties for any past due balances withheld as
a result of such. Contractor may submit completed W9 forms electronically by
emailing pdf copies to AP@PitkinCounty.com with the County Project Contact listed
within this Contract in copy.
Contract # 097.24 Revision: 2023.12.15 CDD
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IV. County’s Exclusive Ownership of Work Product. Drawings, specifications,
guidelines and other documents prepared by Contractor in connection with this
Contract shall be the property of the County. However, Contractor shall have the right
to utilize such documents in the course of its marketing, professional presentations, and
for other business purposes. Contractor assigns to County the copyrights to all work
prepared, developed, or created pursuant to this Contract, including the right to: 1)
reproduce the work; 2) prepare derivative works; 3) distribute copies to the public; 4)
perform the works publicly; and 5) to display the work publicly. Contractor shall have
right to use materials produced in the course of this Contract for marketing purposes
and professional presentations, articles, speeches and other business purposes.
V. Pitkin County’s Obligations. Pitkin County shall administer this Contract through
a County Representative. Jodie Grady, Assets and Projects Manager will manage the
project as the County’s Representative. In the event that Jodie Grady is not available,
an alternate representative will be appointed who shall assume the County
Representative’s duties. The services provided and products delivered by the
Contractor under this Contract will be subject to review by the County’s
Representatives, or a designee, for compliance with Contractor’s obligations prior to
final payment.
VI. Termination Prior to Expiration of Contract Term. The County has the right to
terminate this Contract, with or without cause, by giving written notice to the
Contractor of such termination and specifying the effective date thereof. Such notice
shall be given at least ten (10) days before the effective date of such termination. In
such event all finished or unfinished documents, data, studies and reports prepared by
the Contractor pursuant to this Contract shall become the County’s property. Contractor
shall be entitled to receive compensation in accordance with the Contract for any
satisfactory work completed pursuant to the terms of this Contract prior to the date of
termination. Notwithstanding the above, Contractor shall not be relieved of liability to
the County for damages sustained by the County by virtue of any breach of the Contract
by the Contractor.
VII. Independent Contractor Status.
A. The parties to this Contract intend that the relationship between them contemplated
by the Contract is that of independent contractor. Contractor, and any agent,
employee, or servant of Contractor shall not be deemed to be an employee, agent,
or servant of Pitkin County.
B. Contractor is not required to offer his services exclusively to Pitkin County under
this Contract. Contractor may choose to work for other individuals or entities
during the term of this Contract, provided that the basic services and deliverable
products required under this Contract are submitted in the manner and on the
schedule defined under this Contract.
Contract # 097.24 Revision: 2023.12.15 CDD
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C. Contractor warrants that all work produced will conform to all applicable industry
standard of care, skill and diligence in the performance of Contractor’s obligations
under this Contract.
D. Contractor shall not attempt to oversee or supervise the work or actions of any
Pitkin County employee, servant or agent in the course of completing work under
this Contract.
E. Contractor is not entitled to any Workers’ Compensation benefits through Pitkin
County and is responsible for payment of any federal, state, FICA and other income
taxes.
VIII. Assignability. This Contract is not assignable by either party. Any use of
subcontractors by the Contractor for performance of this Contract must be accepted in
writing by the County.
IX. Severability. In the event that any provision of this Contract shall be held to be invalid
or unenforceable, the remaining provisions of this Contract shall remain valid and
binding upon the parties hereto.
X. Integration and Modification.
A. This Contract represents the entire and integrated Contract between the County and
the Contractor and supersedes all prior negotiations, representations, or contract,
either written or oral. This Contract may be amended only by written contract
signed by both the County and the Contractor.
B. The County may, from time to time, request changes in the scope of services of the
Contractor to be performed hereunder. Such changes, including the increase or
decrease in the amount of the Contractor’s compensation, which are mutually
agreed upon between the County and the Contractor, shall be in writing and upon
execution shall become part of this Contract.
XI. Indemnity.
A. The Contractor agrees to indemnify, hold harmless and, not excluding the County's
right to participate, defend the County, its subsidiary, parent, associated and/or
affiliated entities, successors, or assigns, its elected officials, trustees, employees,
agents, volunteers, and any jurisdiction or agency issuing permits for any work
included in the project, hereinafter referred to as indemnitee, from all suits and
claims, including attorney's fees and cost of litigation, actions, loss, damage,
expense, cost or claims of any character or any nature arising out of the work done
in fulfillment of the terms of this Contract or on account of any act, claim or amount
arising or recovered under workers' compensation law or arising out of the failure
of the Contractor to conform to any statutes, ordinances, regulation, law or court
decree. It is agreed that the Contractor will be responsible for primary loss
investigation, defense and judgment costs where this Contract of indemnity applies.
In consideration of the award of this Contract, the Contractor agrees to waive all
Contract # 097.24 Revision: 2023.12.15 CDD
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rights of subrogation against the County its subsidiary, parent, associated and/or
affiliated entities, successors, or assigns, its elected officials, trustees, employees,
agents, and volunteers for losses arising from the work performed by the Contractor
for the County.
B. The Contractor further shall investigate, process, respond to, adjust, provide
defense for and defend, pay or settle all claims, demands, or lawsuits related hereto
at its sole expense and shall bear all other costs and expenses related thereto, even
if the claim, demand or lawsuit is groundless, false or fraudulent.
XII. Insurance. Contractor and subcontractors shall procure and maintain until all of their
obligations have been discharged, including any warranty periods under this Contract
are satisfied, insurance against claims for injury to persons or damage to property which
may arise from or in connection with the performance of the work hereunder by the
Contractor, its agents, representatives, employees or subcontractors.
The insurance requirements herein are minimum requirements for this Contract and in
no way limit the indemnity covenants contained in this Contract. The policies shall
include, or be endorsed to include, the following provision: On insurance policies
where the County is named as an additional insured, the County shall be an additional
insured to the full limits of liability purchased by the Contractor even if those limits of
liability are in excess of those required by this Contract.
The County in no way warrants that the minimum limits contained herein are sufficient
to protect the Contractor from liabilities that might arise out of the performance of the
work under this Contract by the Contractor, its agents, representatives, employees, or
subcontractors. The Contractor shall assess its own risks and if it deems appropriate
and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not
relieved of any liability or other obligations assumed or pursuant to the Contract by
reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or
types. Commercial General Liability Completed Operations coverage must be kept in
effect for up to three (3) years after completion of the project.
A. Coverage and Limits of Insurance. Contractor shall provide coverage with limits
of liability requirements provided that the coverage is written on a “following form”
basis.
1) Statutory Workers’ Compensation: Colorado statutory minimums
a. Policy shall contain a waiver of subrogation against the County.
b. This requirement shall not apply when a contractor or subcontractor
is exempt under Colorado Workers’ Compensation Act AND when
such contractor or subcontractor executes the appropriate sole
proprietor waiver form.
Minimum Limits:
Coverage A (Workers’ Compensation) Statutory
Contract # 097.24 Revision: 2023.12.15 CDD
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Coverage B (Employers Liability) $ 500,000
$ 500,000
$ 500,000
2) Commercial General Liability – ISO 1CG 0001 form or equivalent.
(With County named as an additional insured)
Minimum Limits:
General Aggregate $ 2,000,000
Products/Completed Operations Aggregate $ 2,000,000
Each Occurrence Limit $ 1,000,000
Personal/Advertising Injury $ 1,000,000
Fire Damage (Any One Fire) $ 50,000
Medical Payments (Any One Person) $ 5,000
Coverage to include:
• Premises and Operations
• Explosions, Collapse and Underground Hazards
• Personal / Advertising Injury
• Products / Completed Operations
• Liability assumed under an Insured Contract (including defense costs assumed under
contract)
• Independent Contractors
• Designated Construction Project(s) General Aggregate Limit, ISO CG 2503 (1997
Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO Form 2010
(2004 Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO CG 2037
(2004 Edition or equivalent)
• The policy shall be endorsed to include the following additional insured language
on the Additional Insured Endorsements specified above: “County, its subsidiary,
parent, associated and/or affiliated entities, successors, or assigns, its elected
officials, trustees, employees, agents, and volunteers named as an additional insured
with respect to liability and defense of suits arising out of the activities performed
by, or on behalf of the Contractor, including completed operations”.
3) Auto Liability: Bodily injury and property damage for any owned,
hired and non-owned vehicles used in the performance of this Contract.
Minimum Limits: Statutory
Coverage Bodily/Property Damage (Each Accident) $ 1,000,000
4) Special Coverages (check as appropriate and insert amount):
a. ☐ Performance Bond $
Contract # 097.24 Revision: 2023.12.15 CDD
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b. ☐ Professional Errors and Omissions
c. ☐ Aircraft Liability
d. ☐ Owner’s Protective
e. ☐ Builder’s Risk
f. ☐ Boiler and Machinery
g. ☐ Loss of Use Insurance
h. ☐ Pollution Liability
i. ☐ Crime, including Employee Dishonesty Coverage, or Fidelity
Bond
B. Proof of Insurance:
1) Each insurance policy required by the insurance provisions of this
Contract shall provide the required coverage and shall not be suspended,
voided or canceled except after thirty (30) days prior written notice has been
given to the County, except when cancellation is for non-payment of
premium, then ten (10) days prior notice may be given. Such notice shall
be emailed directly to Procurement@pitkincounty.com. If the insurance
carrier will not provide the required notice, the Consultant/Contractor and
or its insurance broker shall notify the County of any cancellation, or
reduction in coverage or limits of any insurance within seven (7) days of
receipt of insurers’ notification to that effect. Simultaneously with the
Certificates of Insurance, the Contractor shall file with the Project Lead a
certified statement as to claims pending against the required coverages,
reserves established on account of such claims, defense costs expended and
amounts remaining on policy limits.
2) In addition, these Certificates of Insurance shall contain the following
clauses:
a. The contractor’s insurance shall be primary and non-contributory with
any insurance or self-insurance purchased by the County.
b. The insurance companies issuing the policy or policies hereunder shall
have no recourse against the County of Pitkin for payment of any
premiums or for assessments under any form of policy.
c. Any and all deductibles or self-insured retentions in the above-
described insurance policies shall be assumed by and be for the
amount of, and at the sole expense of the Contractor.
d. Location of operations shall be: “all operations and locations at which
work for the referenced Project is being done.”
3) Certificates of Insurance for all renewal policies shall be delivered to
the County’s Representative at least fifteen (15) days prior to a policy’s
expiration date except for any policy expiring on the expiration date of this
Contract or thereafter.
Contract # 097.24 Revision: 2023.12.15 CDD
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4) The County reserves the right to request and receive a copy of any
policy and any policy endorsement at any time during the term of this
Contract.
XIII. Exemptions and Preferences. All purchases of construction or building or any other
materials for this Contract shall not include Federal Excise Taxes or Colorado State or
local sales or use taxes. Pitkin County is exempt from such taxes under registration
numbers 98-02624 and 84-78000-5k.
XIV. Records. The Contractor shall maintain comprehensive, complete and accurate
books, records, and documents concerning its performance relating to this Contract for
a period of three (3) years after final payment under the Contract and the County shall
have the right within the three (3) year period to inspect and audit these books, records
and documents, upon demand, in a reasonable manner and at reasonable times, for the
purpose of determining, by accepted accounting and auditing standards, compliance
with all provisions of the Contract and applicable law.
XV. Contract Made in Colorado. The parties agree that this Contract was made in
accordance with the laws of the State of Colorado and shall be so construed. Venue is
agreed to be exclusively in the courts of Pitkin County, Colorado.
XVI. Attorney’s Fees. In the event that legal action is necessary to enforce any of the
provisions of this Contract, the substantially prevailing party shall be entitled to its costs
and reasonable attorney’s fees.
XVII. Governmental Immunity. Contractor agrees and understands that Pitkin County is
relying on and does not waive, by any provision of this Contract, the monetary
limitations or terms (presently $150,000 per person and $600,000 per occurrence) or
any other rights, immunities, and protections provided by the Colorado Governmental
Immunity Act, 24-10-101, et seq., C.R.S., as from time to time amended, or otherwise
available to Pitkin County or any of its officers, agents or employees. Further, nothing
in this Contract shall be construed or interpreted to require or provide for indemnification
of the Contractor by the County for any injury to any person or any property damage
whatsoever which is caused by the negligence or other misconduct of the County or its
agent or employees.
XVIII. Current Year Obligations. The parties acknowledge and agree that any payments
provided for hereunder or requirements for future appropriations shall constitute only
currently budgeted expenditures of Pitkin County. Pitkin County’s obligations under
this Contract are subject to Pitkin County’s annual right to budget and appropriate the
sums necessary to provide the services set forth herein. No provisions of the Contract
shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond
the then current fiscal year of Pitkin County. No provision of the Contract shall be
Contract # 097.24 Revision: 2023.12.15 CDD
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construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other
financial obligation of Pitkin County within the meaning of any constitutional or
statutory debt limitation. This Contract shall not directly or indirectly obligate Pitkin
County to make any payments beyond those appropriated for Pitkin County’s then
current fiscal year. No provisions of this Contract shall be construed to pledge or create
a lien on any class or source of Pitkin County’s moneys, nor shall any provision of this
Contract restrict the future issuance of Pitkin County’s bonds or any obligations
payable from any class or source of Pitkin County’s money.
XIX. Notice. Any notice required or permitted under this Agreement shall be in writing
and shall be provided by electronic delivery to the e-mail addresses set forth below and
by one of the following methods 1) hand-delivery or 2) registered or certified mail,
postage pre-paid to the mailing addresses set forth below. Each party by notice sent
under this paragraph may change the address to which future notices should be sent.
Electronic delivery of notices shall be considered delivered upon receipt of
confirmation of delivery on the part of the sender. Nothing contained herein shall be
construed to preclude personal service of any notice in the manner prescribed for
personal service of a summons or other legal process.
To Pitkin County: Jodie Grady 530 E. Main Street
Aspen, CO 81611 Email: jodie.grady@pitkincounty.com
with copies to: Pitkin County Attorney’s Office 530 E. Main St., Suite #301
Aspen, Colorado 81611 Email: Attorney@pitkincounty.com To Contractor: Integrated Security & Communications
102B Rike Drive
Millstone, NJ 08535 Phone: (732) 506-9300 Email: jcoretti@isc-world.com
Contract # 097.24 Revision: 2023.12.15 CDD
9
IN WITNESS WHEREOF, the parties have executed this Contract as of the date first set out herein above. INTEGRATED SECURITY & COMMUNICATIONS ________________________________________________ !#VENDOR SIGNATURE#! Date
PITKIN COUNTY, COLORADO RECOMMENDED FOR APPROVAL:
_________________________________________________ !#DEPARTMENT REPRESENTATIVE#! Date
Jodie Grady
Mar-20-2024
Assets Manager
John Vidalis
Mar-20-2024
President
“Providing Solutions…That Fit”
Proposal /Agreement
PROPOSAL:9543-1-0
Pitkin County Sheriff and Admin Security Door Add
Pitkin County
PREPARED FOR:
Jodie Grady
Pitkin County Assets and Project Manager
Pitkin County
,
Jodie.Grady@pitkincounty.com
PREPARED BY:
Jacob Coretti
Sales
Integrated Security &Communications
102B Rike Drive
Millstone,New J 08535
-
-
jcoretti@isc-world.com
PROPOSAL ISSUED:
3/19/2024
PROPOSAL VALID TO:
5/18/2024
Proposal Number:9543-1-0
Proposal Date:March 19,2024
Page 2 of 7
CUSTOMER INFORMATION
SITE ADDRESS BILLING ADDRESS CONTACT INFORMATION
Pitkin County Sheriff &Admin Facility
530 East Main Street
Aspen,CO 81611
Pitkin County
485 Rio Grande Place,Unit 101
Aspen,CO 81611
Jodie Grady
Pitkin County Assets and Project Manager
,
9706183717
Jodie.Grady@pitkincounty.com
SCOPE OF WORK
Integrated Security &Communications (ISC)is proposing to a new access control door add at Pitkin County's
Sheriff/Admin building.
1.ISC will provide and install (1)new MR52 downstream board and associated power supply for the
new Read In/Out door.
1.All 110V power will be provided by others.
2.All cable and conduit from the panel location to the new double door will be provided and installed by
others.
1.Conduit pathways at the door for security device locations will be provided and installed by
others with pull strings.
2.ISC will be in charge of routing new access cable from above the door to each security device
location using the pull strings.
3.A new Electrified Mortise lockset will be provided and installed by others.
1.ISC will be in charge of un-installing the lock and terminating the wires into the lock.
4.ISC will provide and install the following equipment at the door:
1.(2)Card Readers
2.(2)Door Contacts
3.(1)Emergency Door Release Break Glass
5.ISC will provide programming and testing of the new door and panel hardware upon completion of the
install.
Proposal Number:9543-1-0
Proposal Date:March 19,2024
Page 3 of 7
PROJECT ESTIMATE
Estimate
QTY Manufacturer Part #Description
1 Vanderbilt VAN-MR52-
S3C
Teal 12 x 14 x 4.5 Enclosure with a 24 point terminal strip.Sub-Controller Enclosure,complete with a
single MR52-S3B,comes equipped with a tamper switch.
1 Vanderbilt VAN-V-SMS-
3ALS
75W `6A/12VDC or 3A/24VDC Switching Power Supply with Charger
2 H.I.D.CORP HID-40NKS-00-
000000
Signo Wall Switch Reader `STND Profile
2 George Risk
Industries
GRI-190-12-B Recessed Steel Door Contact w/Wire Leads `3/4''Diameter `SPDT `Brown
1 OTP-MISC OTP-MISC Miscellaneous Hardware
1 Security Door
Controls
(SDC)
SDC-491 SDC Break Glass Emergency Door Release with Siren `1-Gang `Blue
Chargeable Items:
QTY Description
1 Installation Labor
1 PM and Engineering
Proposal Number:9543-1-0
Proposal Date:March 19,2024
Page 4 of 7
Financial Summary:
Proposal is based on a Lump-Sum Project Value with costs not to exceed $6,471.29 Plus Applicable Tax.
Compensation Matrix:0.00
0.006471.29
Total Proposal Amount $6,471.29
Note:The above price does not include tax
We thank you for the opportunity and look forward to delivering beyond your expectations. If you have any
questions or require any clarifications,please reach me at your earliest convenience.
Regards,
Jacob Coretti
Integrated Security &Communications
Client Proposal Acceptance
Pitkin County Integrated Security &Communications
ISCP_SIGN_1_1 ISCP_DATE_1_1 ISCP_SIGN_2_1 ISCP_DATE_2_1
Authorized Client Signature Date ISC Authorized Signature Date
ISCP_TEXT_1_1 ISCP_TEXT_2_1
Printed Name Printed Name
ISCP_TEXT_1_2 ISCP_TEXT_2_2
Title Title
ISCP_TEXT_1_3
PO Number (if applicable)
The above persons represent that they are authorized to sign and execute this binding agreement.This acceptance indicates understanding of the complete proposal,
including clarifications,design,programming,drawings,ownership and software licenses and the Terms and Conditions outlined below.This system proposal is
intended toprovide the clientpartial protection of the designated premises.Its design shouldbe understood to represent acompromise between the costs,understood
scope of work,and customer feedback. Accordingly,such a system may not provide ample protection from all possible threats,and Integrated Security &
Communications shall not beresponsible in such anevent.
Proposal Number:9543-1-0
Proposal Date:March 19,2024
STANDARD TERMS AND CONDITIONS
1.Payment for Services. The Parties have entered into a Contract/Proposal Agreement/MSA (“Contract”)of even date setting forth the scope
of work (“Work”)by Integrated Security &Communications (“ISC”). To the extent there is a conflict between the Contract/Proposal
Agreement/MSA and this Standard Terms and Conditions,the Standard Terms and Conditions shall control.
A.Unless otherwise specified in writing,Client agrees to the following payment schedule:Initial Thirty (30%)percent mobilization deposit
invoice due upon receipt or prior to resource allocation,procurement or work commencing on Site.A Twenty (20%)percent invoice
upon equipment delivery and commencement of work on Site.Forty (40%)will be progress invoiced through completion of the Work.
Ten (10%)will be final invoiced at completion and acceptance which will be based upon beneficial use. Terms are Net30. A discount of
two (2%)percent shall be applied to payments received Net10. All late payments are subject to processing late fees and a 1.5%monthly
Interest charge or the maximum permitted by law.
B.Any stated or collected Sales /Use tax by ISC is an estimate,the Client is responsible for remittance of any required Sales /Use tax
applicable to the agreement.It is the responsibility of the Client to identify the proper tax rate and/or any tax exemption status
certificates.All tax rates and totals should be listed on the formal purchase order for each order.
C.Payment must be remitted by ACH,Wire or Check and must be made payable to Integrated Security &Communications.All Payments
unless otherwise agreed are in US Dollars.Under no circumstances may the Client make payments directly to any subcontractor,material
supplier,laborer,or any other person performing work or furnishing material under the Agreement without the prior written consent of
ISC.
2.Limited Warranty;Exclusions and Disclaimers.
A.To the extent not otherwise warranted pursuant to an applicable manufacturer’s warranty,ISC warrants all equipment and installation
labor rendered as part of the Work against defects in materials and labor for a period of twelve (12)months (the 'Warranty Period')from
the date of substantial completion of the installation;provided,however,no warranty is made as to,and there is specifically excluded
from the warranty,any and all expendable supplies,equipment and parts,or any portions of the Work which have been misused,abused,
not used in the manner intended,neglected,or damaged by an act of God or altered,modified,or manipulated in any manner by Client or
a third party. The system will be considered substantially completed at the time which the client receives beneficial use of the system or
is able to receive beneficial use of the system. Any defect in the installation during the Warranty Period will be repaired or replaced at
the option of ISC.Any shipping charges in connection with a repair or replacement shall be the responsibility of Client. The repair or
replacement shall constitute Client's sole remedy against ISC.
B.ISC makes no other or further warranty with respect to installation labor,materials and equipment,or any other portion of the work other
than the foregoing warranty and specifically disclaims any and all other warranties,expressed or implied,including the warranties of
merchantability or fitness for a particular purpose.
C.In no event shall ISC be liable to Client or any third party for special,incidental,consequential,exemplary,or punitive damages or for
lost profits,lost sales,injury to person or property,or any other cause as a result of a defect in labor,equipment or other supplies,or
materials with respect to any item furnished under the agreement,malfunction,or non-function of any system,wrongful performance of
or failure to perform any acts included in the work,transportation delays or breach of warranty.
D.Client acknowledges that no warranty,representation,or statement by any representative of ISC not stated herein shall be binding. This
writing,and the document or documents attached hereto or of which this writing is a part,if any,constitutes the final expression of the
parties’agreement and is a complete and exclusive statement of the terms of the agreement.
3.Independent Contractor. Both the Client and ISC agree that ISC will act as an independent contractor in the performance of the Work.
Accordingly,ISC shall be responsible for payment of all taxes including Federal,State and local taxes for sums paid by Client to ISC,
including by way of illustration but not limitation,Federal and State income tax,Social Security tax,Unemployment Insurance taxes for its
employees.
4.Confidential Information. ISC agrees that any information received from client in accordance with the Work,which concerns the personal,
financial or other affairs of the Client will be treated by ISC in full confidence and will not be revealed to any other persons,firms or
organizations.
Proposal Number:9543-1-0
Proposal Date:March 19,2024
5.Limitation of Liability
A.The parties understand and agree that:(a)the Work is intended to constitute or be part of a security system designed to reduce risk of loss
for the Client;(b)Client has selected,accepted,and approved the Work after considering and balancing the levels of protection afforded
by various types of systems and services available to it and the related costs of them;(c)neither ISC nor any person engaged by ISC to
perform any portion of the Work,shall be construed to be an insurer of the person or property of the Client,its employees,agents,
contractors,assigns,Clients,invitees or any other person at the location(s)where the Work is performed (the “Location(s))”;(d)the Price
and Payment Terms are based solely on the cost and value of ISC providing the Work and are unrelated to the value of property of Client
or others located at the Location(s);(e)the Price and Payment Terms do not contemplate any payment being made or consideration being
given to ISC for any guarantee,warranty,or insuring agreement by any one or more of them to Client with respect to the person or
property of anyone;(f)ISC makes no guarantee or warranty of any kind that the Work (including any materials and equipment supplied
as part of the Work)will avert or prevent occurrences or consequences therefrom which the Work is designed to detect or avert.
B.Notwithstanding the foregoing provisions of this Section or for whatever reason,ISC should be found liable for personal injury,property
loss,or damage caused by a failure to perform by ISC or the failure of any materials or equipment in any respect whatsoever,or a court
of proper jurisdiction determines the limitations on warranties are inapplicable,Client agrees that the aggregate liability of ISC under or
with respect to the Agreement,the Work to be performed under,and any warranty provided pursuant to,the Agreement,shall be limited
to the greater of twenty-five (25%)percent of all sums paid to ISC by Client or any sums paid pursuant to insurance coverage provided to
ISC.
6.Indemnification
A.When Client ordinarily has the property of others in its custody,or the Work extends to the protection of the person or property of others,
Client shall indemnify,save,defend,and hold harmless ISC from and against all claims brought by parties other than the parties to the
Agreement. This provision shall apply to all claims regardless of cause,including the performance or failure to perform by ISC,and
including without limitation,defects in products or system design,installation,repair service,monitoring,operation,or non-operation of
materials or equipment,whether based upon negligence,active or passive,express or implied contract or warranty,contribution or
indemnification or strict or product liability;provided,however,Client shall have no duty to indemnify in the case of gross negligence or
willful misconduct by ISC,its employees,agents,or assigns. Client agrees to indemnify ISC against,and to defend and hold ISC
harmless from any action for subrogation which may be brought against ISC by any insurer or insurance company or its agents or assigns
including the payment of all damages,expenses,costs and reasonable attorney's fees.
7.Design Development,Programming,Drawings,Ownership,and Software License(s)
A.Design Development.Client and ISC have together developed or will develop the design and specifications for the Work. When Client
has accepted or approved the design and specifications,the sole and final responsibility for the design and specifications shall be Client's.
ISC shall have no liability to Client for any loss or damage claimed against or incurred by Client or any employee,agent or licensee of
Client because of any defect or alleged defect in the design or specifications or the failure of the equipment or the Work to perform as
desired or anticipated by Client.
B.Programming.Security system programming is an essential element of the systems operation and performance. Client acknowledges
and agrees that security system programming is an ever-changing process,and in significant part,subject to Client’s day-to-day and other
business operations and parameters and the changes or modifications to them. To the extent required by the design and specifications of
the Work,ISC shall:
o ISC will at a minimum load a configuration program that will allow Client’s security system to perform basic control,
operation,reporting,monitoring and other basic functions;and
o ISC will at a minimum provide a single training session for personnel /users on basic functionality regarding Client’s security
system as specified in the Agreement.Personnel training may include training of operators,administrators,or other personnel
designated by Client.
Additional training,development of training aides,programming,or related consulting services provided by ISC at Client’s request shall
be provided as a change order to the agreement at an above contract cost to the extent they are not specified in this agreement and scope
of work.
Proposal Number:9543-1-0
Proposal Date:March 19,2024
C.Drawings.Submittals,Drawings,Manuals and other Materials can provide Clients with valuable information and documentation for
servicing and managing the life cycle of security systems. Client acknowledges and agrees that security system documentation is an
ever-changing process,and in significant part,subject to Client’s day-to-day and other business operations and parameters and the
changes or modifications to them. To the extent required by the design and specifications of the Work,ISC shall:
o To the extent required by the design and specifications of the Work,ISC shall provide reasonable descriptions of the functional
operation of the system(s)being provided by the Work by furnishing a basic drawing such as a one-line architecture or riser
drawing.
o ISC may provide,at Client’s request and at an above contract cost,detail drawings utilizing industry standard electronic
formats (Floor Plans,Riser Diagram,Elevation,Equipment Detail,Point to Point Cabling and As Built Drawings)to the extent
they are not specified in this agreement and scope of work.
Additional Submittals,Drawings,Manuals and other Materials,or related consulting services provided by ISC at Client’s request shall be
provided as a change order to the agreement at an above contract cost to the extent they are not specified in this agreement and scope of
work.
D.Ownership. Prior to completion of the Work,any drawings,specifications and equipment list developed in connection with the design
for the Work shall remain the property of ISC whether the Work for which they were made is executed or not. Drawings,specifications
and equipment lists shall be returned to ISC on demand at any time prior to substantial completion of the Work. Prior to substantial
completion of the Work,any proposals,designs,drawings,specifications and equipment lists:(a)shall be considered confidential
information and trade secrets of ISC unless they constitute information which is exempted or excluded by law from confidential and
trade secret status;(b)shall not be used by Client on other projects or extensions of a project included within the Work,or to obtain other
bids,except by agreement in writing and with appropriate compensation to ISC;and (c)are not to be reproduced in whole or in part
without prior written consent of ISC. Upon substantial completion of the Work and final payment in full by Client,ownership of
drawings,specifications and equipment lists shall become Client's.
E.Software License(s).Software required to operate systems are governed by the License Agreement provided by the system
manufacturer(s)or as attached by Exhibit or Addendum. Client shall be responsible to pay all third and license fees and renewal fees.
8.General Provisions
A.Complete Agreement: This Standard Terms and Conditions,together with the Contract is the sole and entire Agreement between the
parties relating to the subject matter hereof.This Standard Terms and Conditions,together with the Contract,supersedes all prior
understandings,agreements and documentation relating to such subject matter.
B.Modifications to Agreement: Modifications and amendments to this Standard Terms and Conditions or Contract shall be enforceable
only if they are in writing and are signed by authorized representatives of both Parties.
C.Waiver: No term or provision of this Standard Terms and Conditions or Contract shall be deemed waived and no breach excused unless
such waiver or consent is in writing and signed by the party claimed to have waived or consented.
D.Notices: All notices and other communications required or permitted under this Standard Terms and Conditions,and Contract shall be in
writing and shall be deemed given when delivered personally,or five days after being deposited in the United States mail,postage
prepaid and addressed to the applicable address set forth above,or to such other address as each party may designate in writing.
Applicable Law: This Standard Terms and Conditions,together with the Contract Agreement will be governed by the laws of the State
of New Jersey,except for its conflicts-of-laws provisions. Any claim or dispute arising between or among the parties with respect to this
Agreement,its interpretation or effect,or their respective duties or responsibilities hereunder,shall be submitted to arbitration,which
shall be binding upon all parties having an interest in the dispute. Arbitration shall be conducted by a single arbitrator (the “Arbiter”)
chosen and acting in accordance with the Rules of the American Arbitration Association respecting commercial disputes (“AAA”). The
Arbiter shall apply the substantive law of New Jersey and may award injunctive relief or any other remedy available from a judge,
including attorney fees and costs to the prevailing party. Unless the parties to the arbitration shall agree otherwise,the arbitration
proceeding shall take place in Monmouth County,New Jersey,or if the AAA shall have no arbitration facilities in Monmouth County,in
the county closest to Monmouth County,New Jersey where the AAA has arbitration facilities. There shall be no substantive motions or
discovery,except that the Arbiter shall authorize such discovery as may be necessary to insure a fair private hearing,which shall be held
One Hundred Twenty (120)days of the demand for arbitration. There shall be no award of travel,meals or lodging expenses to any
party,attorney(s)or witness(es). Judicial review of the Arbiter’s award may be sought only upon the grounds of fraud,corruption,
misconduct or erroneous conclusions of law. Service of the Petition to Confirm Arbitration and the written notice of the time and place
of hearing on the Petition to Confirm the award of the Arbiter shall be made in the manner provided in this Agreement with respect to all
notices. In the event that ISC receives an arbitration award for sums related to the Work,ISC shall be entitled to recover such sums and
all legal fees and costs incurred by ISC in connection with the arbitration.
Certificate Of Completion
Envelope Id: EA165E0B77B948DBBC60E9FD515B7FDA Status: Completed
Subject: ICS | Pitkin County Contract 097.24 for Review and Signature
Source Envelope:
Document Pages: 17 Signatures: 2 Envelope Originator:
Certificate Pages: 5 Initials: 0 Pitkin County Procurement
AutoNav: Enabled
EnvelopeId Stamping: Disabled
Time Zone: (UTC-07:00) Mountain Time (US & Canada)
530 East Main Street
Suite 203
Aspen, CO 81611
Procurement@PitkinCounty.com
IP Address: 216.237.91.144
Record Tracking
Status: Original
3/19/2024 3:43:51 PM
Holder: Pitkin County Procurement
Procurement@PitkinCounty.com
Location: DocuSign
Signer Events Signature Timestamp
Jodie Grady
Jodie.grady@pitkincounty.com
Assets Manager
Pitkin County
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 65.38.144.66
Sent: 3/19/2024 3:47:20 PM
Viewed: 3/20/2024 9:56:51 AM
Signed: 3/20/2024 9:56:59 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
John Vidalis
JVidalis@isc-world.com
President
Integrated Security & Communications of NJ
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.128.19.212
Sent: 3/20/2024 10:26:17 AM
Viewed: 3/20/2024 11:56:56 AM
Signed: 3/20/2024 11:57:09 AM
Electronic Record and Signature Disclosure:
Accepted: 3/20/2024 11:56:56 AM
ID: 97e6ab6f-2e0b-4737-ab50-3d956eeaf32f
Company Name: Pitkin County, Colorado
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Jake Coretti
jcoretti@isc-world.com
Acccount Sales Associate
Security Level: Email, Account Authentication
(None)
Sent: 3/20/2024 10:26:18 AM
Electronic Record and Signature Disclosure:
Carbon Copy Events Status Timestamp
Accepted: 4/28/2020 7:48:49 AM
ID: 1350ee8a-2d09-4e9a-a7af-44683aa830bd
Company Name: Pitkin County, Colorado
Pitkin County Procurement
procurement@pitkincounty.com
Procurement Specialist
Pitkin County
Security Level: Email, Account Authentication
(None)
Sent: 3/20/2024 11:57:10 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Accounts Payable
AP@pitkincounty.com
Accounts Payable
Pitkin County
Security Level: Email, Account Authentication
(None)
Sent: 3/20/2024 11:57:11 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Miosha Wauneka
miosha.wauneka@pitkincounty.com
Security Level: Email, Account Authentication
(None)
Sent: 3/20/2024 11:57:12 AM
Electronic Record and Signature Disclosure:
Accepted: 9/19/2022 6:19:48 AM
ID: f9e9d817-3b89-43d1-bf19-74b12e5e7658
Company Name: Pitkin County, Colorado
G.R. Fielding
gerald.fielding@pitkincounty.com
Construction and Asset Director
Pitkin County
Security Level: Email, Account Authentication
(None)
Sent: 3/20/2024 11:57:13 AM
Electronic Record and Signature Disclosure:
Accepted: 5/4/2020 2:25:51 PM
ID: 119874e5-b793-4ad0-a348-718953f54cfb
Company Name: Pitkin County, Colorado
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 3/19/2024 3:47:20 PM
Certified Delivered Security Checked 3/20/2024 11:56:56 AM
Signing Complete Security Checked 3/20/2024 11:57:09 AM
Completed Security Checked 3/20/2024 11:57:13 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Pitkin County (we, us or Pitkin County) may be required by law to provide
you with certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically when we send you documents for
electronic signature.
Acknowledging your Access, Intent, and Consent to Receive and Sign Materials
Electronically
To confirm that you can access this information electronically, which will be similar to other
electronic notices and disclosures that we will provide to you, please verify that you were able to
read this electronic disclosure and that you also were able to print on paper or electronically save
this page for your future reference and access or that you were able to e-mail this disclosure and
consent to an address where you will be able to print on paper or save it for your future reference
and access. Further, if you consent to receive notices and disclosures exclusively in electronic
format on the terms and conditions described above, please let us know by clicking the 'I agree'
button below.
By checking the 'I Agree' box, I confirm that:
I am establishing my intent to be bound to the transaction, and indicating that I am fully
aware of the purpose for which the signature is being provided.
I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
Until or unless I notify Pitkin County as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgments, and other documents that are required to be provided or made
available to me by Pitkin County during the course of my relationship with you.
Signing Documents without a Pitkin County DocuSign Account:
Pitkin County may not require all document signers to be authorized users of the Pitkin County
DocuSign Account. Please read the information below carefully and thoroughly, and if you can
access this information electronically to your satisfaction and agree to these terms and
conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this
document. When you don't have a DocuSign account, you will be provided the opportunity to
agree to the Legal Disclosure each time you open an "envelope" for signing, at this time, you can
download and retain this disclosure. Pitkin County will forward completed documents that
you've reviewed, processed or signed via email. Should you require copies of these signed
documents (e.g., if they get deleted from your email account) you should request those
documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin
County custodian who sent you the document for signature.
Signing Documents with a Pitkin County DocuSign Account:
Electronic Record and Signature Disclosure created on: 3/20/2020 3:28:13 PM
Parties agreed to: John Vidalis, Jake Coretti, Miosha Wauneka, G.R. Fielding
Please read the information below carefully and thoroughly, and if you can access this
information electronically to your satisfaction and agree to these terms and conditions, please
confirm your agreement by clicking the 'I agree' button at the bottom of this document.
Getting paper or electronic copies
At any time, you may request from us a paper or electronic copy of any record provided or made
available electronically to you by us. For such copies, as long as you are an authorized user of
the DocuSign system you will have the ability to download and print any documents we send to
you through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper or
electronic copies of any such documents from our office to you, you may be charged a per-page
fee. You may request delivery of such paper or electronic copies from us by following the
procedure described below.
Withdrawing your consent
If you are an authorized DocuSign Account holder, you can decide to receive notices and
disclosures from us electronically, you may at any time change your mind and tell us that
thereafter you want to receive required notices and disclosures only in paper format. Described
below is the process for informing us of your decision to receive future notices and disclosure in
paper format and also how to withdraw your consent to receive notices and disclosures
electronically.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign user account to receive required notices and consents electronically from us or to sign
electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgments, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact Pitkin County:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to Helpdesk@provelocity.com
To advise Pitkin County of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at Helpdesk@provelocity.com and
in the body of such request you must state: your previous e-mail address, your new e-mail
address .
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper or electronic copies from Pitkin County
To request delivery from us of paper or electronic copies of the notices and disclosures
previously provided by us to you electronically, you should request those documents from Pitkin
County under the Colorado Open Records Act by contacting the Pitkin County custodian who
sent you the document for signature.
To withdraw your consent with Pitkin County
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to Helpdesk@provelocity.com and in the body of such a request, you
must state your e-mail, full name, Postal Address, telephone number, and account
number.