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Contract 1575
�jTrans } _ Trans-Alarm,Inc. dn� 500 East Travelers Trail • Burnsville, MN 55337 • Phone (952) 894 -1700 • Fax (952) 894 -1850 PURCHASE AGREEMENT THIS AGREEMENT made this 12th day of March , 2001 between TRANS- ALARM, INC., its successors and assigns, hereinafter referred to as ( "TRANS- ALARM ") and City of Columbia Heights and hereinafter referred to as ( "you" or "your"). 1. DEFINITIONS: "Person" or "Persons" shall mean any individual, corporation, partnership, association, or other organization, or other legal entity. 2. INSTALLATION: TRANS -ALARM agrees to install the system(s) listed herein. The systems listed herein will be installed at: Parkview Villa, 965 40th Avenue NE, Columbia Heights, MN 55421. SERVICES AT THIS ADDRESS ARE TO BE BILLED TO: 590 40th Avenue NE, Columbia Heights, MN 55421. Purchi`ase Type Of System Reference _ 1 . Price A 1 Closed Circuit Television System J See Attached Proposal 7/03/01 $25,997.20 B t ! Access Control System I See Attached Proposal 01/08/01 $14,316.60 C l DI 1 E 1 $40,313.80 may_ State al 5: Tam. $1,678.11 °w . Total. eba g : $41,991.91 3. Purchase Price: You agree to pay TRANS -ALARM the sums shown above, together with all relevant taxes, fees, or other applicable charges according to the following terms: • 35% Down Payment Due with Contract • Balance Net 30 Days from Installation Completion 4. LIMITATION OF LIABILITY You understand that TRANS -ALARM is not an insurance company and that TRANS -ALARM is only providing certain services to attempt to help you reduce certain risks you may have. You acknowledge that you continue to be solely responsible for any insurance coverage for any loss or damage to any person or property at your premises. SINCE IT IS EXTREMELY DIFFICULT FOR TRANS -ALARM TO BE ABLE TO DETERMINE WHAT THE NATURE OF OR AMOUNT OF ANY LOSS THAT YOU MAY INCUR DUE TO ANY ACTION OR INACTION BY TRANS - ALARM, YOU AGREE THAT TRANS - ALARM'S LIABILITY FOR ANY SUCH LOSS SHALL BE LIMITED TO THE SUM OF $250.00. THIS LIMITATION DOES NOT APPLY TO GROSS NEGLIGENCE. Trans -Alarm 9 Inc. You acknowledge that this Agreement contains LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTY, and • Security Systems INDEMNIFICATION FOR THIRD PARTY CLAIMS as well as other • Fire Monitoring Systems l provisions on the FRONT and BACK hereof which you • Access Control Systems I acknowledge you have read, understand and accept. • Badging Systems I have been advised of the availability of either CELLULAR or • CCTV Systems , LONG RANGE RADIO COMMUNICATIONS BACKUP to the • UL Central Station Monitoring standard phone lines used by this system. • Locks and Door Hardware I accept > / decline> this option. A ri iii / a / City of Columbia Heights ( + rized Officer )(-7/>411P7 ii/ Bruce Vogelgesang r Sales Representative Title , ., 1 - ,i ✓ Date ,Z3 Date March 12, 2001 � 5. LIMITED WARRANTY: A. TRANS -ALARM warrants that it will repair or replace any defective portion of the system during the period of one (1) year after the date of installation was complete. This warranty applies only to labor and materials provided by TRANS - ALARM. B. To obtain repair or replacement, you must give TRANS -ALARM written notice of the claimed defect at: TRANS - ALARM, INC. 500 E. Travelers Trail Burnsville, MN 55337 C. TRANS -ALARM has not elected to establish any informal dispute settlement mechanism under the Magnuson Moss Warranty Federal Trade Commission Improvement Act, 15 U.S.C. 2301, et seg. D. DISCLAIMER OF OTHER WARRANTIES. YOU UNDERSTAND THAT OTHER THAN THE LIMITED WARRANTY PROVIDED HEREIN, TRANS -ALARM MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH PERIOD OF THE LIMITED WARRANTY HEREIN. E. YOU ACKNOWLEDGE THAT TRANS -ALARM WILL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM ANY FAILURE OF THE SYSTEM OR BREACH OF WARRANTY HEREUNDER. Some states do not allow the exclusion or limitation of incidental or consequential damage so this exclusion may not apply to you. 6. THIRD PARTY CLAIMS: YOU AGREE TO INDEMNIFY, DEFEND AND HOLD TRANS - ALARM, ITS AGENTS AND EMPLOYEES, HARMLESS AGAINST ANY CLAIMS, LAWSUITS OR LOSSES ASSERTED OR SUSTAINED BY PERSON OTHER THAN YOU WHICH ARE ALLEGED TO HAVE BEEN CAUSED BY TRANS - ALARM'S PERFORMANCE HEREUNDER, EXCEPT FOR THOSE RESULTING SOLELY AND DIRECTLY FROM THE ACTIONS OF A TRANS -ALARM EMPLOYEE WHILE ON YOUR PREMISES. 7. MODIFICATIONS AND SUBSEQUENT SERVICES: You understand that the terms of this Agreement shall apply to any parts or materials, monitoring, maintenance, labor or other services provided prior to , during or after the term of this Agreement until a new Agreement has been signed by the parties which includes and governs such parts, materials or services. 8. ATTORNEYS FEES AND COSTS: TRANS -ALARM shall be entitled to recover all costs and expenses, including reasonable attorney's fees, which arise out of or with respect to the enforcement of TRANS- ALARM'S rights against you under this agreement. 9. DELAYS AND INTERRUPTIONS: TRANS -ALARM shall not be liable to you for delays or interruptions in the services provided herein that are caused by events beyond TRANS- ALARM'S control. 10. PROTECTION FOR THIRD PARTIES: Your obligations under this Agreement shall extend to any person contributing labor, materials or any other services to you for or on behalf of TRANS - ALARM. 11. MONITORING: If the system(s) listed herein are to be monitored by TRANS - ALARM, you understand that, upon receipt of a signal, TRANS - ALARM'S sole responsibility is to use its best efforts to notify you and the applicable authority in accordance with its standard monitoring procedures. 12. YOUR RESPONSIBILITIES: You agree that you are solely responsible to: A) Provide TRANS -ALARM with, and keep up to date, a list of individuals who can be contacted and who will be available to respond to your premises. B) Properly operate the system and not interfere with, misuse or otherwise abuse the system in any way. C) Arm, disarm and otherwise test the system and report any improper operation to TRANS- ALARM. 13. RIGHT TO DISCONTINUE SERVICES: TRANS -ALARM shall have the right to discontinue any services provided hereunder and terminate this Agreement without further notice, if it has determined, in its sole REASONABLE discretion, that conditions at your premises or events beyond TRANS - ALARM'S control make it impractical, impossible, or too financially uncertain to continue. 14. GENERAL: This Agreement is not binding until signed by an officer of TRANS - ALARM. This Agreement together with any LEASE AGREEMENT or SECURITY SERVICES AGREEMENT signed by the parties constitutes the entire Agreement between the parties and no other oral or written understanding shall be binding on either party. The terms of this Agreement control any conflicting terms in your Purchase Order or other documents regardless of their date of issue. 15. JURISDICTION: You agree that this Agreement shall be governed by the Laws of the State of Minnesota and you consent to jurisdiction in the applicable State or Federal courts of Minnesota for the resolution of all disputes arising out of this Agreement. Trans- Alarm, Inc. 500 East Travelers Trail Burnsville, Mn 55337 (612) 894-1700 Proposal NAME SALES REPRESENTATIVE DATE City of Colluumbia Its eights :race Vogelgesang July 3, 2000 Parkview Villa ADDRESS CONTACT PERSON FILENAME 965 40th Ave NE Tom Jloln>rusolro Col-fits-965-TV CITY, STATE. ZIP CONTACT PHONE FAX Colanuualbia IHIts M. 554211 706-37611 706 -3752 TYPE OF SYSTEM Closed Circuit Television System THE SYSTEM PROPOSED WILL INCLUDE: Q aunty 11tem / Description Unit Price Total CCTV SYSTEM Monitoring Equipment 1 Universal Rack Mount Shelve $109.20 $109.20 1 Administration Software for Rapid Eye Multi Ver 2 $991.50 $991.50 1 Remote Video Unit -250 Camera Day - LAN $8,754.80 $8,754.80 Main Entry 1 18ga S.S. Color Camera 3.6MM Lens $477.70 $477.70 South Elevator Lobby 1 18ga S.S. Color Camera 3.6MM Lens $477.70 $477.70 Garage Service Door /Elevator Door 2 1/3" CCD Color Camera (480TVL) $378.00 $756.00 2 Varifocal Lens Auto Iris 3.5 -8MM $147.50 $295.00 2 Indoor Camera Housing $130.00 $260.00 2 Wall Mount Bracket $70.00 $140.00 Exterior IParkuang Lot Cameras - North/South 2 12" Weatherproof Dome W /Dual Fixed Cameras $770.00 $1,540.00 2 Outdoor Wall Mount $112.00 $224.00 2 High Resolution Day /Night Color $784.40 $1,568.80 2 Varifocal Lens Auto Iris 3.5-8MM $147.50 $295.00 2 Outdoor Power Supply $153.00 $306.00 Iyilfisc. Pipiirg /Coua 1uut 1 Conduit - Rigid $675.00 $675.00 1 Wiremold $92.25 $92.25 1 Wiremold Misc. Fittings & Connectors $42.50 $42.50 1 Lot: Wire /Cable & Connectors $785.00 $785.00 Note: Conduit /Wire for South Parking Lot Camera to be provided by Customer. Total Hardware: 517,790.45 IMPORTANT NOTICE Installation: $8,206.75 Please review the attached Installation Requirements and Proposal Notes section. It contains pertinent information that is an integral Sub- Total: $25,997.20 part of this proposal. All prices shown are valid for a period of 30 Sales Tax: 51,156.38 days only. Grand Total: $27,153.58 Trans Alarm, Inc. 500 East Travelers Trail Burnsville, Mn 55337 (612) 894-1700 Proposal NAME SALES REPRESENTATIVE DATE City of Coltnenbia Heights i1 Vogehesang January 8, 2001 Parkview Villa ADDRESS CONTACT PERSON FILENAME 965 40th Ave NE -- Tom Johnson Col- Hts- 965 -CA CITY, STATE, ZIP CONTACT PHONE FAX Coiaaa>mbia Mitts, Man. 554211 706 -3672 706-36711 TYPE OF SYSTEM • ccess Control System THE SYSTEM PROPOSED WILL INCLUDE: Quantity Hem / Description Unfit Price Total . CAR III , CCESS SYSTEM - 91'U SCETA "! Y 250 Hughes Prox Card 3 Self Contained Indoor Siren $20.10 $60.30 3 Magnetic Door Contacts Brown $12.60 $37.80 2 33600 Sportster External Modem w/ Phone Jack $275.30 $550.60 1 12VDC Power Supply Kit(Door Prop) $52.50 $52.50 2 Latchguard $12.00 $24.00 1 Latchguard $24.95 $24.95 1 Card Access Panel 4- Readers $2,442.50 $2,442.50 1 RS -485 Panel Interface Ver. 2 $145.50 $145.50 1 RS -485 Dial Up Interface Ver. 2 $258.00 $258.00 1 PDO / Interface Kit $83.50 $83.50 4 Mini Prox Reader 4" (Blk) $453.80 $1,815.20 1 Electric strike $275.00 $275.00 2 Electrified lever lock - F /Safe $411.00 $822.00 2 Door cord $20.00 $40.00 1 Wiremold Misc. Fittings & Connectors $42.50 $42.50 1 Lot: Wire /Cable & Connectors $585.00 S585.00 1 Conduit - Rigid $675.00 $675.00 1 Wiremold $92.25 $92.25 Total Hardware: 58,026.60 IMPORTANT NOTICE Installation: $6,290.00 Please review the attached Installation Requirements and Proposal Notes section. It contains pertinent information that is an integral Sub - Total: $14,316.60 part of this proposal. All prices shown are valid for a period of 30 Sales Tax: $521.73 days only. Grand Total: 514,838.33 1 r Trans a. Trans- Alarm, Inc 500 East Travelers Trail • Burnsville, MN 55337 • Phone (952) 894 -1700 • Fax (952) 894 -1850 MAINTENANCE AGREEMENT 24 -7 OPTION THIS AGREEMENT made this 1st day of March , 2001 between TRANS - ALARM, INC., its successors and assigns ( "TRANS- ALARM ") and City of Columbia Heights - Card Access `you" or "your ") located at: 965 40th Ave. NE Columbia Heights, Mn 55421. YOU AND TRANS -ALARM agree as follows: 1. SERVICES TO BE PROVIDED - TRANS -ALARM agrees to provide the maintenance set forth herein for the equipment listed on Schedule "A" ( "Equipment ") which is installed at: 965 40th Ave. NE Columbia Heights, Mn 55421. SERVICES FOR THIS ADDRESS ARE TO BE BILLED TO: 2. TERM - The Agreement shall have an initial term of One Year from the installation completion . After the initial term, this Agreement shall continue on an annual basis unless either party terminates by giving thirty (30) days written notice. 3. CHARGES - You agree to pay TRANS -ALARM the maintenance fee as determined by the attached Schedule "A" and summarized below. The annual maintenance agreement fee may be adjusted from time to time by delivery of an amended Schedule "A" 30 days prior to the effective date of the adjustment. ' Schetlyle A" Egtii'pment B�lin>lg a ©escrfpti°n ... Y° Frequency Amount Maintenance Agreement $1,193.73 Quarterly $298.44 4. INSPECTION AND REPAIR a. Equipment which is not being maintained by TRANS -ALARM immediately prior to its being listed on Schedule "A" will not be accepted for maintenance until it has been inspected and brought up to TRANS - ALARM'S standards at your expense. b. If, at your subsequent request, TRANS -ALARM agrees to maintain additional equipment that is not currently on Schedule "A," such maintenance shall be provided subject to the terms of this Agreement and atTRANS - ALARM's then current charges but only after such equipment has been duly inspected and brought up to TRANS - ALARM's standards at your expense. 5. TRANS - ALARM'S MAINTENANCE RESPONSIBILITIES a. TRANS -ALARM shall maintain the Equipment in good operating condition, provide scheduled preventive maintenance, as applicable, and shall furnish on -call maintenance. b. TRANS -ALARM shall bear the cots of labor and parts required to maintain the Equipment due to normal wear and tear. c TRANS -ALARM Service Hours are 24 hours a day, 7 days a week. The customer will not be billed for any parts that are already covered in this agreement 6. LIMITATION OF LIABILITY You understand that TRANS -ALARM is not an insurance company and that TRANS -ALARM is only providing certain services to attempt to help you reduce certain risks you may have. You acknowledge that you continue to be solely responsible for any insurance coverage for any loss or damage to any person or property at your premises. SINCE IT IS EXTREMELY DIFFICULT FOR TRANS -ALARM TO BE ABLE TO DETERMINE WHAT THE NATURE OF OR AMOUNT OF ANY LOSS THAT YOU MAY INCUR DUE TO ANY ACTION OR INACTION BY TRANS - ALARM, YOU AGREE THAT TRANS - ALARM'S LIABILITY FOR ANY SUCH LOSS SHALL BE LIMITED TO THE SUM OF 5250.00. THIS LIMITATION DOES NOT APPLY TO GROSS NEGLIGENCE. 7. THIRD PARTY CLAIMS YOU AGREE TO INDEMNIFY, DEFEND AND HOLD TRANS- ALARM, ITS AGENTS AND EMPLOYEES, HARMLESS AGAINST ANY CLAIMS, LAWSUITS, OR LOSSES ASSERTED OR SUSTAINED BY PERSONS OTHER THAN YOU WHICH ARE ALLEGED TO HAVE BEEN CAUSED BY TRANS- ALARM'S PERFORMANCE HEREUNDER, EXCEPT FOR THOSE RESULTING SOLELY AND DIRECTLY FROM THE ACTIONS OF A TRANS -ALARM EMPLOYEE WHILE ON YOUR PREMISES. You acknowledge that this Agreement contains LIMITATIONS OF LIABILITY, DISCLAIMERS OF f� ° +NS -ALAI! M, INC. WARRANTY, and INDEMNIFICATION FOR THIRD PARTY CLAIMS as well as other provisions on the FRONT _ and BACK hereof which you acknowledge you have read, �; a// � •�, �� understand and accept. A c ized Officer Ci of Columbia Heights -Card Access Bruce Vogelgesang Sales Representative BY: DATE: February 19, 2001 TITLE: 3 AP FEDERAL ID NO. 8. DISCLAIMER OF WARRANTY TRANS -ALARM MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES AND MATERIALS PROVIDED HEREUNDER INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 9. INCIDENTAL AND CONSEQUENTIAL DAMAGES - YOU ACKNOWLEDGE THAT TRANS -ALARM SI -IALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM ANY FAILURE OR BREACH BY TRANS -ALARM HEREUNDER. Some States do not allow the exclusion or limitation of incidental or consequential damages, so this exclusion may not apply to you. 10. MISCELLANEOUS - A. PROTECTION FOR THIRD PARTIES - Your obligations under this Agreement shall extend to any person contributing labor, materials or any other service to you for or on behalf of TRANS - ALARM. B. MODIFICATIONS AND SUBSEQUENT SERVICES - You understand that the terms of this Agreement shall apply to any parts and materials, monitoring, maintenance, labor or other services provided prior to, during or after the term of this Agreement until a new Agreement has been signed by the parties which includes and governs such parts, materials or services. C. REMEDY - You acknowledge your sole remedy for TRANS - ALARM's failure to perform hereunder is to have TRANS -ALARM restore the equipment to good operating condition. D. INCREASE IN CHARGES - TRANS -ALARM shall have the right to increase its charges at any time after the expiration of five (5) years from the date of this Agreement after giving you thirty (30) days written notice. Additions or deletions to covered systems will cause a proportional adjustment to charges. E. DELAYS AND INTERRUPTIONS - TRANS -ALARM shall not be liable to you for delays or interruptions in the services provided herein that are caused by events beyond TRANS - ALARM's control. F. MONITORING - If TRANS -ALARM provides monitoring services hereunder without a separate Service and /or Monitoring Agreement, the terms of this Agreement shall apply to such services. [ADD MONITORING PROVISION] G. YOUR RESPONSIBILITIES - 1. In addition to the payments set forth above, you shall pay TRANS -ALARM for the cost of any labor, parts or other expenses incurred by it as a result of: a. your or others unauthorized attempts to repair or maintain the equipment, or b. your or others misuse or abuse of the equipment, or c. the occurrence of any event beyond TRANS - ALARM's control. 2. You shall allow TRANS -ALARM full and free access to the Equipment at all reasonable times, and shall arm, disarm and otherwise test the Equipment for proper operation and immediately notify TRANS -ALARM of any improper operation. 3. You shall maintain site conditions at your premises in accordance with the specifications established by TRANS -ALARM for the Equipment being maintained. 4. You shall not attempt to perform maintenance or repairs to the Equipment subject hereto or allow any other person to attempt such maintenance or repairs, but subject to TRANS - ALARM's specific instructions, you shall perform certain duties of a housekeeping nature with respect to the Equipment at your expense. 5. You shall not make any modifications, additions or replacements nor add any device or other matter to the Equipment without TRANS - ALARM's prior written approval. H. RIGHT TO DISCONTINUE SERVICES - TRANS -ALARM shall have the right to discontinue any services provided hereunder and terminate this Agreement without further notice, if it has determined, in its sole discretion, that conditions at your premises or events beyond TRANS - ALARM's control make it impractical, impossible, or too financially uncertain to continue. I. GENERAL - This Agreement is not binding until signed by an officer of TRANS- ALARM. This Agreement together with any LEASE AGREEMENT, SERVICE and MONITORING AGREEMENT, or PURCHASE AGREEMENT signed by the parties constitutes the entire Agreement between the parties and no other oral or written understanding shall be binding on either party. The terms of this Agreement control any conflicting terms in your Purchase Order or other documents regardless of their date of issue. J. JURISDICTION - You agree that this Agreement shall be governed by the Laws of the State of Minnesota and you consent to jurisdiction in the applicable State or Federal courts of Minnesota for the resolution of all disputes arising out of this Agreement. TRANS- ALARM, INC. Filename: City of Columbia Heights.xls Sheet: CA(24x7) -2 MAINTENANCE AGREEMENT SCHEDULE "A" Date: 3/12/01 Page: 1 NAME: City of Columbia Heights ciST. I.D. 96540THAVE -CA ADDRESS: 965 40th Ave. NE START DATE: CITV, ST ZIP: Columbia Heights, Mn 55421 CONTACT: SALESPERSON: Bruce Vogelgesang PHONE: INSTALLATION DATE: FAX: INSTALL DATE QTY DESCRIPTION **CARD ACCESS ** Control Equipment at City Hall 1 33600 Sportster External Modem w/ Phone Jack Control Equipment at Parkview Villa 1 33600 Sportster External Modem w/ Phone Jack 1 RS -485 Dial Up Interface Ver. 2 1 Card Access Panel 4 - Readers 1 RS -485 Panel Interface Ver. 2 1 12VDC Power Supply Kit (door prop) Main Entry 1 Mini Prox Reader 4" (Black) 1 PDO / Interface Kit ;Alley Door 1 !Self Contained Indoor Siren 1 Magnetic Door Contacts Brown Garage Service Door 1 Self Contained Indoor Siren 1 Magnetic Door Contacts Brown Garage /Elevator Door 1 Mini Prox Reader 4" (Black) 1 Electrified Lever Lock - F /Safe 1 Latchguard 1 Door Cord South Entry to Building 1 .Mini Prox Reader 4" (Black) 1 ; Electric Strike 1 1 Latchguard South Stairwell Door - Elevator Lobby 1 Mini Prox Reader 4" (Black) r TRANS- ALARM, INC. Filename: City of Columbia Heights.xls • Sheet: CA(24x7) -2 MAINTENANCE AGREEMENT SCHEDULE "A" Date: 3/12/01 Page: 2 NAME: City of Columbia Heights CusT. I.D. 96540THAVE -CA ADDRESS: 965 40th Ave. NE START DATE: CITY, ST ZIP: Columbia Heights, Mn 55421 CONTACT: SALESPERSON: Bruce Vogelgesang PHONE: INSTALLATION DATE: FAX: INSTALL DATE QTY DESCRIPTION Electrified Lever Lock - F /Safe Latchguard 1 Door Cord South Main Entry Fire Door 1 Self Contained Indoor Siren 1 Magnetic Door Contacts Brown Maintenance Agreement Option: $ 1,193.73 . Tr'ans Trans - Alarm Inc. 500 East Travelers Trail • Burnsville, MN 55337 • Phone (952) 894 -1700 • Fax (952) 894 -1850 MAINTENANCE AGREEMENT 5 -12 OPTION THIS AGREEMENT made this 1st day of March , 2001 between TRANS - ALARM, INC., its successors and assigns ( "TRANS- ALARM ") and City of Columbia Heights - CCTV "you" or "your ") located at: 965 40 Ave. NE Columbia Heights, Mn 55421. YOU AND TRANS -ALARM agree as follows: 1. SERVICES TO BE PROVIDED - TRANS -ALARM agrees to provide the maintenance set forth herein for the equipment listed on Schedule "A" ( "Equipment ") which is installed at: 965 40 Ave. NE Columbia Heights, Mn 55421. SERVICES FOR THIS ADDRESS ARE TO BE BILLED TO: 2. TERM - The Agreement shall have an initial term of One Year from the installation completion . After the initial term, this Agreement shall continue on an annual basis unless either party terminates by giving thirty (30) days written notice. 3. CHARGES - You agree to pay TRANS -ALARM the maintenance fee as determined by the attached Schedule "A" and summarized below. The annual maintenance agreement fee may be adjusted from time to time by delivery of an amended Schedule "A" 30 days prior to the effective date of the adjustment. Sthedul "A" > quipment- Billing Description I Total _Frequency Amount Maintenance Agreement $1998.62 Quarterly $499.66 4. INSPECTION AND REPAIR a. Equipment which is not being maintained by TRANS -ALARM immediately prior to its being listed on Schedule "A" will not be accepted for maintenance until it has been inspected and brought up to TRANS- ALARM'S standards at your expense. b. 1f, at your subsequent request, TRANS -ALARM agrees to maintain additional equipment that is not currently on Schedule "A," such maintenance shall be provided subject to the terms of this Agreement and atTRANS - ALARM's then current charges but only after such equipment has been duly inspected and brought up to TRANS - ALARM's standards at your expense. 5. TRANS - ALARM'S MAINTENANCE RESPONSIBILITIES a. TRANS -ALARM shall maintain the Equipment in good operating condition, provide scheduled preventive maintenance, as applicable, and shall furnish on -call maintenance. b. TRANS-ALARM shall bear the costs of labor and parts required to maintain the Equipment due to normal wear and tear. c. TRANS -ALARM Service Hours are Monday through Friday 8:00 a.m. — 8:00 p.m. The customer will be billed for Travel Time and Labor at over- time rate for any calls placed outside of the Service Hours. The customer will not be billed for any parts that are already covered in this agreement. 6. LIMITATION OF LIABILITY You understand that TRANS -ALARM is not an insurance company and that TRANS -ALARM is only providing certain services to attempt to help you reduce certain risks you may have. You acknowledge that you continue to be solely responsible for any insurance coverage for any loss or damage to any person or property at your premises. SINCE IT IS EXTREMELY DIFFICULT FOR TRANS -ALARM TO BE ABLE TO DETERMINE WHAT THE NATURE OF OR AMOUNT OF ANY LOSS THAT YOU MAY INCUR DUE TO ANY ACTION OR INACTION BY TRANS - ALARM, YOU AGREE THAT TRANS - ALARM'S LIABILITY FOR ANY SUCH LOSS SHALL BE LIMITED TO THE SUM OF $250.00. THIS LIMITATION DOES NOT APPLY TO GROSS NEGLIGENCE. 7. THIRD PARTY CLAIMS YOU AGREE TO INDEMNIFY, DEFEND AND I -TOLD TRANS - ALARM, ITS AGENTS AND EMPLOYEES, HARMLESS AGAINST ANY CLAIMS, LAWSUITS, OR LOSSES ASSERTED OR SUSTAINED BY PERSONS OTHER THAN YOU WHICH ARE ALLEGED TO HAVE BEEN CAUSED BY TRANS - ALARM'S PERFORMANCE HEREUNDER, EXCEPT FOR THOSE RESULTING SOLELY AND DIRECTLY FROM THE ACTIONS OF A TRANS -ALARM EMPLOYEE WHILE ON YOUR PREMISES. You acknowledge that this Agreement contains LIMITATIONS OF LIABILITY, DISCLAIMERS OF TRANS-ALARM, INC. WARRANTY, and INDEMNIFICATION FOR THIRD PARTY CLAIMS as well as other provisions on the FRONT and BACK hereof which you acknowledge you have read. /�f 1% 2 understand and accept. A + s ized Officer Ci of Co u bi r ei hts -CCTV Bruce Vogelgesang Sales Representative BY: . - DATE: February 9, 2001 TITLE: j eerie ,/e ,t PDATE; FEDERAL ID NO. 8. DISCLAIMER OF WARRANTY TRANS -ALARM MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES AND MATERIALS PROVIDED HEREUNDER INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 9. INCIDENTAL AND CONSEQUENTIAL DAMAGES - YOU ACKNOWLEDGE THAT TRANS -ALARM SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM ANY FAILURE OR BREACH BY TRANS -ALARM HEREUNDER. Some States do not allow the exclusion or limitation of incidental or consequential damages, so this exclusion may not apply to you. 10. MISCELLANEOUS - A. PROTECTION FOR THIRD PARTIES - Your obligations under this Agreement shall extend to any person contributing labor, materials or any other service to you for or on behalf of TRANS - ALARM. B. MODIFICATIONS AND SUBSEQUENT SERVICES - You understand that the terms of this Agreement shall apply to any parts and materials, monitoring, maintenance, labor or other services provided prior to, during or after the term of this Agreement until a new Agreement has been signed by the parties which includes and governs such parts, materials or services. C. REMEDY - You acknowledge your sole remedy for TRANS - ALARM's failure to perform hereunder is to have TRANS -ALARM restore the equipment to good operating condition. D. INCREASE IN CHARGES - TRANS -ALARM shall have the right to increase its charges at any time after the expiration of five (5) years from the date of this Agreement after giving you thirty (30) days written notice. Additions or deletions to covered systems will cause a proportional adjustment to charges. E. DELAYS AND INTERRUPTIONS - TRANS -ALARM shall not be liable to you for delays or interruptions in the services provided herein that are caused by events beyond TRANS - ALARM's control. F. MONITORING - If TRANS -ALARM provides monitoring services hereunder without a separate Service and /or Monitoring Agreement, the terms of this Agreement shall apply to such services. [ADD MONITORING PROVISION] G. YOUR RESPONSIBILITIES - 1 . In addition to the payments set forth above, you shall pay TRANS -ALARM for the cost of any labor, parts or other expenses incurred by it as a result of: a. your or others unauthorized attempts to repair or maintain the equipment, or b. your or others misuse or abuse of the equipment, or c. the occurrence of any event beyond TRANS - ALARM's control. 2. You shall allow TRANS -ALARM full and free access to the Equipment at all reasonable times, and shall arm, disarm and otherwise test the Equipment for proper operation and immediately notify TRANS -ALARM of any improper operation. 3. You shall maintain site conditions at your premises in accordance with the specifications established by TRANS -ALARM for the Equipment being maintained. 4. You shall not attempt to perform maintenance or repairs to the Equipment subject hereto or allow any other person to attempt such maintenance or repairs, but subject to TRANS - ALARM's specific instructions, you shall perform certain duties of a housekeeping nature with respect to the Equipment at your expense. 5. You shall not make any modifications, additions or replacements nor add any device or other matter to the Equipment without TRANS - ALARM's prior written approval. H. RIGHT TO DISCONTINUE SERVICES - TRANS -ALARM shall have the right to discontinue any services provided hereunder and terminate this Agreement without further notice, if it has determined, in its sole discretion, that conditions at your premises or events beyond TRANS - ALARM's control make it impractical, impossible, or too financially uncertain to continue. 1. GENERAL - This Agreement is not binding until signed by an officer of TRANS -ALA i' M. This Agreement together with any LEASE AGREEMENT, SERVICE and MONITORING AGREEMENT, or PURCHASE AGREEMENT signed by the parties constitutes the entire Agreement between the parties and no other oral or written understanding shall be binding on either party. The terms of this Agreement control any conflicting terms in your Purchase Order or other documents regardless of their date of issue. .1. JURISDICTION - You agree that this Agreement shall be governed by the Laws of the State of Minnesota and you consent to jurisdiction in the applicable State or Federal courts of Minnesota for the resolution of all disputes arising out of this Agreement. TRANS- ALARM, INC. Filename: City of Columbia Heights.xls Sheet: CCTV(5 -12) -2 MAINTENANCE AGREEMENT SCHEDULE "A" Date: 3/12/01 Page: 1 NAME: City of Columbia Heights cusT. I.D. 96540THAVE -CCTV ADDRESS 965 40th Ave NE START DATE: CITY, ST ZIP: Columbia Heights, Mn 55421 CONTACT: SALESPERSON: Bruce Vogelgesang PHONE: INSTALLATION DA'Z'E: FAX: INSTALL DATE QTY DESCRIPTION * *CCTV ** 1 Universal Rack Mount Shelve Administration Software for Rapid Eye Mult Ver. 2 1 Remote Video Unit - 250 Camera Day - LAN 1 33600 Sportster External Modem w/ Phone Jack City Hall Police Department 1 Viewing Software for Rapid Eye Multi Ver. 2 r Main Entry 1 18ga S.S. Color Camera 3.6MM Lens South Elevator Lobby 1 18ga S.S. Color Camera 3.6MM Lens Garage Service Door /Elevator Door 2 1/3" CCD Color Camera (480TVL) 2 Varifocal Lens Auto Iris 3.5 -8MM 2 Indoor Camera Housing 2 Wall Mount Bracket Exterior Parking Lot Cameras - North /South 2 12" Weatherproof Dome w/ Dual Fixed Camera 2 Outdoor Wall Mount 2 High Resolution Day /Night Color 2 Varifocal Lens Auto Iris 3.5 -8MM 2 Outdoor Power Supply Maintenance Agreement Option:I $ 1,998.62