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HomeMy WebLinkAboutReso 2025-3889RESOLUTION NO. 2025- 30 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING AN AGREEMENT WITH EVERON LLC., TO FURNISH AND INSTALL A SECURITY ACCESS CONTROL SYSTEM FOR THE GOVERNMENT CENTER r ANNEX, IN AN AMOUNT NOT TO EXCEED EIGHTY-EIGHT THOUSAND TWO HUNDRED SEVENTY-SIX DOLLARS AND TEN CENTS ($88,276.10), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach is the owner of the property located at 18050 Collins Avenue (the "Government Center Annex"); and WHEREAS, the City is in need of a contractor to furnish and install a security access control system (the "Services") for the Government Center Annex; and WHEREAS, Everon LLC. (the "Contractor") has advised City staff of their contract with Omnia Partners ("OMNIA"), an cooperative agency of certified public procurement professionals; and WHEREAS, the Contractor has submitted a proposal to provide the City with the desired Services, utilizing the same pricing under OMNIA Contract No. R220701 "Facility Technology Integration and Security System Services"; and WHEREAS, pursuant to Section 62-13(I) of the City's Purchasing Code, purchases made through intergovernmental cooperative purchasing arrangements or purchasing consortiums organized as a corporation not for profit whose members are governmental entities, provided that such cooperative purchasing arrangements or consortiums provide for a competitive process to select a vendor, are exempt from the competitive bidding requirements set forth in Chapter 62; and WHEREAS, the City Commission wishes to approve an Agreement with the Contractor to provide the desired Services, in an amount not to exceed Eighty -Eight Thousand Two Hundred Seventy -Six Dollars and Ten Cents ($88,276.10), which includes a contingency, if necessary, in an amount not to exceed Eight Thousand Twenty -Five Dollars and Ten Cents ($8,025.10), attached hereto as Exhibit "A". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of Agreement. The City Commission hereby approves Agreement with the Contractor to provide the desired Services, in an amount not to exceed Eighty -Eight Thousand Two Hundred Seventy -Six Dollars and Ten Cents ($88,276.10), which includes a contingency, if necessary, in an amount not to exceed Eight Thousand Twenty -Five Dollars and Ten Cents ($8,025.10), attached hereto as Exhibit "A". @BCL@F02621F5 Page 1 of 2 460 Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Agreement. Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate the terms of this resolution. Section 4. Effective Date. This Resolution will become effective upon adoption. PASSED AND ADOPTED this 18th day of Sotember, 2025. Larisa Svechin, Mayor ATTE l�: APPROVED AS TO FORM %I AND LEGAL SUFFICIENCY: MWBetan—c—uk-C-�—IMC, City Clerk Alain E. Boileau, for Nabors, Giblin & Nickerson, P.A., City Attorney Seco Moved by: 0? nded by:1144�5w4w--- Vote: Mayor Svechin Vice Mayor Lama Commissioner Joseph Commissioner Stuyvesant Commissioner Viscarra (Yes) (No) Yes) (No) (Yes) (No) Yes) (No) (Yes) (No) @BCL@F0262lF5 Page 2 of 2 461 Adh A� r Proposal prepared for: CITY OF SUNNY ISLES BEACH Presented by: Gino Ezzo 7.192025 Sales Agreement ID: 892149069 Reference use of OMNIA Partners Contract: R220701 "Facility Technology Integration & Security System Services" 462 even TM COMMERCIAL PROPOSAL AND SALES AGREEMENT * 8 9 2 1 4 9 0 6 9 Branch: 66592 Sales Representative: Gino Ezzo Today's Date: 7/19/2025 Business Name: CITY OF SUNNY ISLES BEACH Phone: (305) 792-1787 Address: 18070 COLLINS AVE Billing Address: 18070 COLLINS AVE GOVERNMENT CENTER GOVERNMENT CENTER SUNNY ISLES BEACH, FL 33160 SUNNY ISLES BEACH, FL 33160 Agreement Summary This Commercial Proposal and Sales Agreement ("Agreement") is entered into between Everon, LLC with principal offices at 1501 Yamato Road, Boca Raton, FL 33431 ("Everon")' and the customer identified above ("Customer", together with Everon, the "Parties"), effective as of the date written above ("Effective Date"), governing the sale of products, equipment, components, hardware, and software ("Product(s)"), and/or security, fire, and life safety services ("Service(s)") at Customer's properties or locations ("Premises"), as set forth below and subject to the terms and conditions herein. ' Everon is registered to do business as Everon Solutions, LLC in Alaska, Delaware, Illinois, Indiana, Pennsylvania, and Vermont Total Products and Installation Charge: $80,251.00 Customer hereby agrees to pay Everon, its agents or assigns on a progressive basis as follows: • The remaining balance of $80,251.00. In each case, payments shall be subject to the agreed payment terms described in the terms and conditions below. Payment by credit card shall be subject to an additional 3% processing fee assessed and passed through from Everon's credit card processing company. Payment by method other than credit card shall not be subject to additional fee. Location Name: City of SUNNY ISLES BEACH Address: 18050 COLLINS AVENUE Annex Building SUNNY ISLES BEACH, FL 33160 Site #: I JPhone: (305)792-1832 System Design Name: Annex Building ACS Directional Bore with Fiber Job #: Equipment Ownership: Outright Sale Warranty Period: 1 Year Products and/or Installation Manual: Schedule of Values: Manual Schedule of Values/Milestone Billing Summa O Charges Equipment & Installation Total $80,2!463 OMNIA Partners The terms and conditions of OMNIA Partners Master Contract R220701 "Facility Technology Integration & Security System Services" apply in addition to the Everon LLC standard terms and conditions. In the event of a conflict of terms, the OMNIA Partners Master Contract R220701 terms will prevail. EVE RON WILL PROVIDE AND INSTALL THE FOLLOWINGS ECURITY EQUIPMENT SUNNY ISLES ANNEX BUILDING ACCESS CONTROL Each access control door will have a bio -reader, locking hardware with DSM, door release button and door release button. Communication cables will be installed from the access control panel IDF room to each of the access control doors. The following devices will be provided and installed for City of Sunny Isles Beach Annex Building. • 1 - KT -8 IP access control panel dual voltage • 2 - KT -4 -PCB IP controller • 1 - Power supply with lockable enclosure • 4 -Sigma Extreme - 293701737 exterior door • 1 - Sigma Lite+ - 293678660 interior door • 6 - Locking hardware maglock type with DSM • 5 - Door release buttons • 5 -Motion sensors • Cabling to support devices City of Sunny Isles will need to provide an IP address for the access control panel. Everon will program the panel and devices. Customer will program access personnel levels details. DIRECTIONAL BORE The pathway for directional bore will be from Government Center Building Communication room 174 to Annex building OF room. Conduit will be installed from communication room 174 to the edge of the parking garage. Directional bore from edge of parking garage to open trench next to FPL transformer. Conduit will be installed in the trench to Annex IDF. Fiber will be installed from Government Center Building communication room 174 to Annex IDF room. Fiber will be terminated in a FDP at both ends. FDP will be installed in existing network rack. The following will be part of the directional bore installation: • Ground Penetrating Radar • Conduit and install from Annex IDF in open trench next to FPL transformer • Conduit and directional bore from FPL transformer to Government Center Building 1IPage 464 • Conduit and installation through Government Center Building parking garage to communication room 174 • Core drill into communication room 174 • FDP enclosure for network racks • Pull box/ Hand hole box • Mule tape provide and install • 24 strand SM fiber cable provide and install • Termination fiber in FDP with SC connectors • Restoration INCLUDED: • Monday through Friday 8am to 5pm (excluding weekends and holidays) • One Year warranty on devices/equipment Everon provided and installed • Installation • Basic programming • Processing, shipping and handling CLARIFICATIONS Everon will need full access to the equipment installation areas. Work is assumed to be completed during normal business hours Monday - Friday 8am-5pm (excluding weekends and holidays). It is understood that all existing equipment to be reused is operational. Any additional equipment not listed in the proposal are not included. Any equipment, unforeseen problems or software that will need to be addressed, replace or installed for normal system operations, additional cost will apply. Trouble shooting any system is not included in this proposal. Permit, engineer drawings, sealed drawings or any associated cost are not included. Any door hardware not listed in this proposal is not included. City of Sunny Isles will need to provide IP addresses for each network device. IDF build out is installed and provided by other. Network equipment, programming and configuration is provided and installed by other. Fiber patch cables and network patch cables are provided by other. MISCELLANEOUS: • Taxes are not included in total proposal price. If taxes are required to be paid by the customer, this will be an added cost to the total • Performance or payment bonds, OCIP and CCIP, per project aggregate insurance or any associated costs is not included • Liquidated Damages: Liquidated damages are not accepted and will not be part of the proposal process/final contract acceptance. • Proposal is valid for 90 days. At time of installation, if there are price increases from manufactures, price increases will be added to proposal amount. • Any language included in customer contract/terms and conditions that requires additional expenses to Everon will be subject to additional charges. 2 1 P a g e 465 Monthly Fee Scope Of Work Reference use of OMNIA Partners Contract: R220701 "Facility Technology Integration & Security System Services" Inclustons/Exclusions ;' $0.00 __. Group Purchase Organization (GPO) Information The terms and conditions of OMNIA Partners Master Contract R220701 "Facility Technology Integration & Security System Services" apply in addition to the Everon standard terms and conditions. In the event of a conflict of terms, the OMNIA Partners Master Contract R220701 terms will prevail. RrcTrt`"arc# „aso ttie.d to t P eIvaegrn,?9°�:'st�i�r , 'J=Nt.,aJr#.i.,l:.,:..,,of.,r.,i rQY( ,qS aSA�fsh.nF„I+j•:4itr"£e:':.ted af, 4et""fhe x:t..r'o-r'q{',� t,:,�+ . 'F�,rXArl. R'7,,4 c„c r e'n`„'t- co'ste'oc,c.,iirs �oJre.rn� rt""yrt``( gr ifdrl '`' `11�tRr#hrieProPQsalp0ddYdss (f4r]sna cdu�e erk,t Yo sricpd' o skof aiff .r�ersr..rc.t"oe"ei"nn`cc rreeaZrseecsn u 3 i' „. r Terms ami CondltlOhs, All prices quoted and any other offers made in this Proposal are based upon the terms herein and valid for thirty (30) days from the date of this Proposal, after which they are automatically withdrawn, and this Proposal shall be void. The following terms and conditions noted with an X are incorporated into this Proposal and Sales Agreement: X General Terms and Conditions _ Product -Specific Terms: Sprinkler and Suppression Services _ Product -Specific Terms: Extended Service Plan _ Product -Specific Terms: EAS and Security Gates _ Product -Specific Terms: Inspection and Testing Services _ Product -Specific Terms: Third -Party Services _ Product -Specific Terms: Monitoring Services _ Product -Specific Terms: Rented or Financed Products _ Product -Specific Terms: ATM Products and Services _ Product -Specific Terms: Special Business Risk Provisions GENERAL TE,RMS,AND CONDITIONS ;("GTCs 1. Charges. Invoicing, and Payment A. Invoices. Everon shall issue invoices directly to Customer for amounts owed to Everon ("Charges"). Everon shall issue invoices to Customer on the following schedule: L For ongoing Services under a contract term or on a month-to-month basis ("Recurring Services"), Everon shall issue invoices quarterly in advance. ii. For projects requiring installation of Products and that have a written schedule of values, Everon shall issue invoices as set forth in the schedule of values; or if no schedule of values exists, Everon shall issue invoices over time on a progressive basis to reflect Everon's estimated percentage of work completed, which may, in Everon's discretion, be based on field observations, costs estimated or incurred, subcontractor estimates, and/or other reasonable factors ("Percentage of Work Completed"). iii. For all other Products or Services, Everon shall issue invoices upon delivery of the Product or completion of the Service. B. Payment. Customer shall pay each invoice in full within thirty (30) days of the date of the invoice, without discount, set-off, or deduction. Any acceptance by Everon of a partial payment shall not be construed as a waiver of Everon's right to receive any unpaid portion of an invoice. Customer shall make payment via wire, automated clearing house, check, or such other manner as may be agreed upon by Everon and Customer. If a payment due date falls on a weekend or any bank holiday, payment must be made on the next available banking day. C. Past Due Amounts. Past due amounts shall accrue interest at a rate of two percent (2%) per month compounded or the maximum rate allowed by law, whichever is less. All overdue payments received from Customer shall first be applied to interest and collection costs before they will be applied to any principal amounts. Everon shall be entitled to recover from Customer any costs of collecting past due amounts, including reasonable attorneys' fees. D. Charges. Charges for Products are determined on a per -order basis and are valid for thirty (30) days from any written proposal. Charges for any Products ordered by Everon or Customer more than thirty (30) days after the date of the Agreement shall be at Everon's then -current prices. After the first year of the term of any Services, but no more frequently than once in any twelve (12) month period, Everon may increase the Charges, effective upon thirty (30) days prior written notice, by an amount not to exceed the United States Consumer Price Index increase over ?he preceding twelve (12) months plus four (4) percent. E. Delays. Everon shall be reimbursed for all costs incurred by Everon or its subcontractors due to actions by Customer or any of Customer's vendors or customers that alters or delays the Services, whether before, during, or after Everon has started performing the Services. Any delays other than Force Majeure (as defined in Section 11, below) that cause Everon to incur more labor or overtime hours to complete the Services than originally bid will be the subject of an equitable adjustment to the Charges. Everon will give appropriate notice when possible to the Customer prior to either the Customer or Everon incurring such charges. F. Taxes and Fees. Charges do not include any applicable taxes. The Customer shall pay the Charges, and as applicable the following: 466 i. All applicable taxes, assessment, duties, fees, or charges now or hereafter levied by any domestic or foreign government or instrumentality thereof ("Taxes") related to the Products and Services, other than Taxes based on Everon's net income; ii. Any false alarm fines or Taxes imposed by any government, instrumentality thereof, law enforcement agency, or other public safety Authority Having Jurisdiction ("AHJ") or costs for additional or modified Products or Services required by any AHJ; iii. All charges related to telecommunication services required for the Products or Services to function, including expenses or costs required to modify or replace Products or Services to comply with changes made by or affecting telecommunication or related services required for the Products or Services to function; iv. Any costs and service charges for Everon to repair or replace Customer -owned equipment necessary for Everon to provide the Products or Services v. A service charge for (a) Everon to respond to a service call or alarm signal caused by Customer error, including, but not limited to, operating Products contrary to Everon instructions; (b) if Customer cancels an installation or service appointment less than forty-eight (48) hours prior to Everon's deployment of personnel to the Premises; (c) any use of third -party portal for invoice, order, or service or transaction management requested by Customer; or (d) Customer's use of credit card to make payment on any invoice. vi. If payment and performance bonds are required by Customer, then Customer shall pay an administrative fee; and vii. Everon may, from time -to -time and in its sole discretion, issue surcharges in order to mitigate and/or recover increased operating costs arising from or related to, without limitation: (a) foreign currency exchange variation, (b) increased cost of third -party supplies, labor, and/or Products, (c) impact of government tariffs or other actions, and (d) any conditions that increase Everon's costs, including without limitation increased labor, freight, material or supply costs, or increased costs due to inflation (collectively, "Surcharges"). Any Surcharges, as well as the timing, effectiveness, and method of determination thereof, will be separate from and in addition to any changes to pricing that are affected by any other provisions in this Agreement. 2. Products and Installation A. Timing. If the Agreement calls for the installation of any Products by Everon ("Installation"), then Everon will use commercially reasonable efforts to complete the Installation within the timeframe set forth in the Agreement, or if no timeframe is set forth, within a reasonable timeframe. Unless agreed otherwise in writing, Installation shall be during Everon's normal business hours. If no such agreement is made and Customer requests the Installation be performed outside Everon's normal business hours, Monday through Friday (excluding holidays), then additional charges will apply. Within 5 days of completion of the Installation, Customer shall either provide final acceptance of the Installation or identify in writing any corrections required (if no written corrections are provided, Customer will be deemed to have provided final acceptance). If Customer is past due on any invoices at the time Installation is completed, activation of Products may be delayed until past due amounts are paid, at Everon's sole discretion, to the extent permitted by any applicable laws or regulations. B. Compliance. Customer is responsible for providing the necessary specifications, drawings, designs, or instructions for the Installation and for ensuring they comply with all applicable codes and ordinances. Unless agreed in writing otherwise, Customer shall secure and pay for any required building permits and governmental fees, licenses, and inspection necessary for the Installation. Customer shall give all notices and comply with all laws, ordinances, rules, regulations, and lawful orders of any public authority relating to the Installation. C. Products Ownership. Title and risk of loss to Products sold to Customer under the Agreement shall transfer to Customer upon the earlier of (i) receipt of the Products by Everon or (ii) delivery of the Products to Customer. If Products for an Installation are received by Everon prior to the commencement of Installation, then a fee for Products storage shall be added to the Charges. Customer shall retain title to all Customer -owned equipment that Everon utilizes to provide Services. D. Substituted Products. If any Product becomes unavailable or discontinued after a Customer order and before Installation, then Everon may substitute an equivalent Product, upon written notice to Customer. The Charges shall be adjusted for any price difference for such substituted Product. 3. Warranty A. General Warranty. Subject to the exclusions stated herein, and in addition to any product -specific warranty terms or exclusions set forth in the Product - Specific Terms, Everon provides the warranties below. EXCEPT FOR THE WARRANTIES SPECIFICALLY SET FORTH BELOW OR IN THE PRODUCT - SPECIFIC TERMS, EVERON EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE. I. Products Warranty. Products installed under this Agreement are warranted against defects in material or workmanship for the warranty period stated above, or if no such period is stated, then for ninety (90) days from installation by Everon. Defective Products will be repaired or replaced at Everon's option. ii. Services Warranty. Everon warrants that the Services provided hereunder will be performed in accordance with generally accepted industry standards and practices. If any Services fail to comply with the foregoing standard within the warranty period stated above, or if no such period is stated, within ninety (90) days from the date Services are completed, then Everon will re -perform the non -complying Services during normal business hours, at no additional charge. B. Limitations and Exclusions. i. Everon shall perform warranty services during normal business hours (gam to 5pm local time), Monday through Friday, excluding Everon holidays. Customer requests for Everon to perform warranty services outside these hours may result in additional charges. ii. Everon is not responsible under any warranty for any defect in Products or Services caused by: (a) damage or alterations to the Products or Premises caused by or resulting from any Force Majeure event (defined herein) or the actions or omissions of any third party, whether intentional or unintentional; (b) Customer's failure to follow Products' operating instructions; (c) Customer's failure to provide ordinary care and maintenance to the Products; (d) battery failure or the Products otherwise losing power supply; (e) telecommunications malfunctions or modifications that render it incompatible with the Products or Everon's central station; (f) failure of devices or components designed to fail in order to protect the Products, including but not limited to fuses and circuit breakers; (g) changes requested by Customer after Installation acceptance, including but not limited to adjustments to camera alignment or settings, monitor settings, or other items subject to discretion, after Installation and acceptance by Customer; (h) Customer's use of Products in combination with equipment or software not supplied by Everon, or changes in any of Customer's systems connected (e.g. HVAC) that are connected to the Products but not supplied by Everon; (i) repair of Products for which replacement parts or components are no longer available due to obsolescence or end -of -product life; 0) replacement of Products that are at the end -of - product life, obsolete, and/or are no longer supported by the manufacturer; and (k) normal wear and tear. iii. To the full extent permitted by law, all warranties shall become voided immediately if Customer permits any person or entity other than Everon, Everon's employees, or Everon's, agents to perform maintenance or service to the Products without Everon's prior written approval. 4. Customer's Obligations A. Customer's Representations and Warranties. Customer represents and warrants that: 467 i. Customer owns or leases any equipment Customer provides or allows Everon to use; ii. Customer has legal authority to authorize Everon to (a) install Products, (b) use, modify, or connect to previously installed equipment, and (c) provide Services to the Premises; iii. Customer will comply with all laws, codes, and regulations related to this Agreement, or to the Premises, the Products, and Services, including but not limited to any applicable requirements regarding notice of and/or consent to the use of video and/or audio recording devices; iv. the Products and Services are ordered for commercial purposes and not for personal, family, or household purposes; v. Customer's entry into this Agreement will not breach, violate, or interfere with any other contract or third -party's rights; vi. the Premises comply with all applicable safety and work rules, OSHA regulations, and other governmental and contractual requirements as to working conditions; and vii. if any Services require payment of a prevailing wage under federal or state law, Customer will provide the applicable wage determination to Everon prior to the start of work. B. Customer's Responsibilities. i. Responsibilities regarding Products. Customer agrees to (a) instruct all users on the Products' proper use, (b) test the Products' protective devices and send monthly test signals through the Everon customer portal, (c) turn off, control, or remove all HVAC systems that interfere with alarm detection service, (d) notify Everon immediately upon discovering a defect in the Products, (e) obtain and keep current all necessary permits and licenses required for the Products, and (f) pay all usage fees imposed by any AHJ in connection with the Products. ii. Responsibilities regarding the Premises. Customer agrees to (a) permit Everon to have reasonable access to the Premises during Everon's normal business hours, (b) cooperate with Everon to obtain any necessary consents and waivers from the Premises owner, if not the Customer, relating to the installation or operation of the Products, or the provision of the Services, (c) supply and maintain all supplemental equipment and facilities necessary for any installation or operation of Products or Services, such as structural changes, conduits, back boxes, commercial power electrical wiring, outlets, bypass or switch units, and associated equipment, equipment room(s), and necessary operating environment as specified by the manufacturers of any goods or equipment to be installed, and (d) remediate any materials defined as being radioactive, infectious, hazardous, dangerous, or toxic by any AHJ ("Hazardous Materials") upon discovery by Everon, prior to Everon continuing work at the affected Premises. 5. Risk of Loss. Everon shall bear the risk of loss or damage to Products until delivery to the Premises. Everon shall be responsible for loss or damage to the Products during testing or installation only to the extent such loss or damage is directly caused by Everon . Customer shall be responsible for security and proper storage of Products after delivery to the Premises and shall bear risk of loss for Products on Premises unless the loss is directly caused by Everon. 6. Termination A. Termination by Everon. i. Everon may terminate the Agreement or any Service(s) provided thereunder, without penalty, upon thirty (30) days' prior written notice, if: (a) Customer fails to follow any recommendations Everon may make for the repair or replacement of defective or discontinued Products not covered under Warranty or an Extended Service Plan; (b) Customer fails to follow the operating instructions provided by Everon; (c) the Products generate excessive false alarms due to circumstances beyond Everon's reasonable control; (d) in Everon's sole opinion, the Premises in which the Product is installed becomes unsafe, unsuitable, or so modified or altered after installation as to render continuation of Service impractical or impossible; (e) in Everon's sole opinion, continuation of the Agreement is impractical or impossible under the circumstances; or (f) Everon is unable to obtain or continue to support technologies, communication facilities, or Products or component parts thereof that are discontinued, become obsolete or are otherwise not commercially available. ii. Everon may terminate the Agreement or any Service(s) provided thereunder, without penalty, immediately upon written notice, if: (a) Customer fails to cure any breach of this Agreement, including failure to make payments when due, within thirty (30) days of receiving written notice of such breach; (b) any representation by Customer herein or in any other agreement it has with Everon is materially untrue; (c) Customer breaches any warranty contained herein or in any other agreement it has with Everon;.(d) Customer denies Everon reasonable access to Everon-owned Products located at any Premises; or (e) Customer becomes insolvent, becomes a debtor in a bankruptcy or other insolvency proceeding, makes an assignment for the benefit of its creditors, or has a receiver or trustee appointed for Customer or its assets. B. Termination by Customer. I. If Everon has materially breached the Agreement, and that breach is not cured within thirty (30) days after Everon receives written notice of the breach, then Customer shall have the right to terminate the Agreement or any Service(s) upon written notice, without penalty. ii. Customer may terminate Services provided at any individual Premises, upon thirty (30) days' prior written notice, if Customer sells or otherwise ceases owning or occupying an individual Premises, other than through merger or change of control transaction. C. Effect of Termination or Expiration. i. Upon termination or expiration of the Term, all Services provided under the Agreement shall terminate ii. All Charges due from Customer to Everon shall become immediately due and payable on the date of termination or expiration, including (a) all Charges for Services or Products rendered prior to the effective date of termination or expiration, (b) the percentage of Charges for Installation equivalent to the Percentage of Work Completed as of the effective date of termination or expiration, (c) the costs for any materials, goods, equipment, or Products purchased or allocated for Customer by Everon prior to notice of termination, and (d) any other costs incurred by Everon in reliance on or on behalf of Customer, prior to the effective date of termination or expiration. iii. If the termination is for any reason other than those permitted in 6.13, then in addition to all fees due under the Agreement for Products and Services rendered prior to termination, Customer shall pay an early termination charge equal to the sum of monthly charges for Recurring Services for the remaining duration of the term of such Recurring Services. iv. Upon the expiration of the term of any Recurring Services ordered under this Agreement, such Recurring Services shall automatically renew on a month-to- month basis under the terms of this Agreement until terminated by either party by giving no less than thirty (30) days' prior written notice. 7. Limitation of Liabili A. Alarm Event Limitation. The amounts Everon charges Customer are not insurance premiums. Everon is not qualified to assess the value of Customer'; 468 property, and Everon's charges are unrelated to the value of Customer's property, any property of others located in or at the Premises, or the risk of loss associated with the Premises. For purposes of this Agreement, an "Alarm Event" shall mean any losses or damages arising from or related to a casualty occurring at Customer's Premises during which the Products and/or the Services operated, operated improperly, failed to operate, or otherwise did not detect, prevent, terminate, warn of, or mitigate losses or damages resulting from the casualty. Such Alarm Event losses or damages may include, but are not limited to, damage to property, personal injury, or death, and may be caused by casualties such as fire, burglary, unauthorized intrusion, assault, or other event. TO THE FULL EXTENT PERMITTED BY LAW, EVERON, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES AND AGENTS, SHALL ASSUME NO RISK OF LOSS AND HAVE NO LIABILITY FOR ANY LOSSES OR DAMAGES ARISING FROM OR RELATED TO ANY ALARM EVENT, WHETHER UNDER CONTRACT, WARRANTY, TORT, NEGLIGENCE, OR OTHER LEGAL THEORY OR CLAIM THAT EVERON FAILED TO DETECT, PREVENT, WARN OF, TERMINATE, OR MITIGATE THE CASUALTY UNDERLYING THE ALARM EVENT. THE RISK OF LOSS FOR ALL ALARM EVENTS REMAINS WITH CUSTOMER. Customer releases and waives for itself and its insurer all subrogation and other rights to recover from Everon arising as a result of paying any claim for loss, damage, or injury to Customer or another person arising from or related to an Alarm Event. B. Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS) ARISING OUT OF ANY PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT, WHETHER SUCH CLAIM FOR DAMAGES IS BASED ON TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, CONTRACT, OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AT ANY TIME PRIOR TO OR DURING THE CONTRACTUAL RELATIONSHIP BETWEEN THE PARTIES. C. Liability Cap. WITHOUT LIMITING THE FOREGOING SECTIONS, IN NO EVENT SHALL EVERON'S LIABILITY OR THE DAMAGES RECOVERABLE BY CUSTOMER FROM EVERON, AND/OR EVERON'S PARENTS, SUBSIDIARIES, EMPLOYEES, AGENTS, OR AFFILIATES, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER FOR PRODUCTS AND SERVICES AT THE PREMISES WHERE THE EVENT FOR WHICH EVERON IS LIABLE OCCURRED, OVER THE TWELVE (12) MONTHS PRECEDING THE EVENT FOR WHICH EVERON IS LIABLE. 8. Indemnification A. Indemnification by Everon. Everon shall indemnify and hold Customer and its owners, employees, and officers harmless from any and all liabilities, losses, damages, fines, penalties, costs, and expenses, including reasonable attorneys' fees (collectively, "Losses") relating to any and all third party claims, demands and course of actions ("Claims") arising from or related to: (i) the negligence or intentional misconduct of Everon, its agents, or employee, but excluding any Losses arising from or related to an Alarm Event; and (ii) any allegation that a Product infringes any third party intellectual property right, to the same extent that Everon is indemnified by the manufacturer or distributor of the applicable Product for the Losses. B. Indemnification by Customer. Customer shall indemnify and hold Everon and its affiliates, parents, directors, employees, agents, and officers harmless from any and all Losses relating to Claims arising from or related to: (i) the negligence or intentional misconduct by Customer, its agents, employees, contractors, and subcontractors; (ii) an Alarm Event; (iii) any breach of any representation or warranty made by Customer in the Agreement; and (iv) any defect, hazardous condition, or Hazardous Materials present at the Premises. 9. Insurance. During the term of the Agreement, Everon will maintain the following insurance policies in full force and effect: (a) comprehensive general liability insurance with a limit of one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) general aggregate; (b) statutory workers' compensation and employer's liability insurance meeting all applicable federal and state workers' compensation laws; and (c) commercial automobile liability covering bodily injury and property damage, with a combined single limit of two million dollars ($2,000,000) per occurrence. Certificates of insurance naming Customer as an additional insured are available upon request. Neither the existence of such insurance policies nor the terms of this Section shall be deemed to modify any limitation of liability or indemnification obligation under this Agreement. 10. Intellectual Prooertv. A. No Transfer of IP. The parties acknowledge that one or both parties may have certain intellectual property rights that may be revealed or provided to the other party in accordance with the Agreement. Each party acknowledges that the Agreement does not grant any right or title of ownership in their respective intellectual property rights to the other unless specifically provided in the Agreement. Any intellectual property shall remain the originator's property unless otherwise provided in the Agreement. B. Third Party Products and Software. L Everon is a reseller of certain software, licenses, subscriptions, products, services, and equipment ("Third -Party Services") performed, provided, manufactured, maintained, and/or managed by independent contractors ("Vendor(s)"). ii. "EULA" means all product and services documentation provided by Vendor and all end user license agreements Vendor may require Customer to enter into. EULAs are available on Vendors' websites and upon request. Customer represents that it has read and agrees to any applicable EULA prior to entering into this Agreement. Customer agrees that it is solely responsible for complying with all terms of any applicable EULA. iii. Third -Party Services are sold only with the warranties provided in the applicable EULA. EVERON MAKES NO OTHER REPRESENTATION OR WARRANTY REGARDING THE THIRD -PARTY SERVICES. ALL SALES OF SOFTWARE LICENSES ARE FINAL. iv. Customer agrees that Everon may pass through any price change in Vendor's cost of Third -Party Services upon written notice to Customer. Customer shall be responsible for, and shall reimburse if Everon pays, any charges from Vendor resulting from (a) Customer's use of the Third -Party Services beyond that purchased under the Agreement and the EULA, and (b) Customer's premature termination of any Third -Party Services that are subject to a term agreement. v. In addition to and without limiting any other indemnification obligations under the Agreement, Customer shall indemnify and hold Everon harmless to the same extent Customer indemnifies Vendor under an applicable EULA and from any Losses arising from or related to: (a) Customer's breach of any applicable EULA; (b) any actual or alleged compromise, unauthorized access, disclosure, theft, loss, or unauthorized use of Customer information or data in connection with the Third -Party Service; and (c) any failure by Vendor to provide the Third -Party Services, in part or in whole. C. Data Usage. Everon, Vendors, or their respective designee(s), shall use Customer data, records, and information only: (a) for the specific purpose for which it was submitted; (b) to provide and improve Products and Services; (c) for analytics and research purposes related to Products and Services; (d) to monitor compliance with this Agreement; and (e) for any other purpose permitted in this Agreement or in any other applicable terms and conditions. 11. Force Majeure. Everon shall not be responsible for any delays or costs caused by acts of God (such as fires, earthquakes, floods, hurricanes, tropical storms, tornadoes, lightning, explosions, and other severe acts of nature or weather), war, revolutions, acts of terrorism, epidemics, pandemics, contagions, acts of governmental authorities such as expropriation, condemnation, quarantining, executive orders and changes in laws and regulations, raw material shortages, component shortages, supply chain disruptions, strikes, labor disputes, or for any other cause beyond Everon's reasonable control ("Force Majeure"). Everon shall be entitled to a Change Order and reimbursement for all demonstrable costs incurred due to Force Majeure and an extension of time equivalent to the delay caused by Force Majeure. The parties agree that any delays or costs caused by or related to COVID-19, foreseeable or not, shall be considered a Force Majeure event for purposes of this Agreement. 12. Confidentiality. During the Agreement, each party may disclose to the other confidential information, the disclosure of which to third parties would be 469 damaging. Confidential information shall include any information relating to the identity of the party's customers, the nature of their relationship with their customers, the nature of the other party's business, or the rates charged by it to third parties. The parties agree not to make use of this information other than for the performance of the Agreement, to release it only to employees requiring such information and only after ensuring that such employees are aware of the terms of this Section, and not to release or disclose it to any other party other than as required by law. The parties further agree not to use any Services performed under the Agreement for advertising, portfolio, or other promotional purposes without the written consent of the other party. Confidential information shall not include any information that: (a) was, is, or becomes public information through no fault of the receiving party; (b) was in the possession of the receiving Party before the commencement of this Agreement; (c) is developed independently by the receiving Party; or (d) must be disclosed pursuant to or as required by law or by a court or other tribunal of competent jurisdiction. The obligations under this section shall survive the termination or expiration of the Agreement for three (3) years. 13. Non-Solicit of EmMovees. During the term of this Agreement and for one year following its termination or expiration, neither Party shall solicit for employment any employee of the other Party who performed or performs services in connection with this Agreement; provided, however, that this Section shall not prohibit either Party from making general public promotions or solicitations for employment, nor from hiring any person who responds to any such general public promotion or solicitation. 14. Miscellaneous. A. Nature of Relationship. Everon is an independent contractor and not an employee, agent, joint venturer, or partner of Customer. B. License Information. Everon state license information is available at https://www.everonsolutions.com/about/licenses-credentials/licenses. C. Export Control. Customer shall not export or re-export, directly or indirectly, any: (i) Product or Service provided under this Agreement; (ii) technical data; (iii) software; (iv) information; or (v) items acquired under this Agreement to any country for which the United States Government (or any agency thereof) requires an export license or other approval without first obtaining any licenses, consents or permits that may be required under the applicable laws of the U.S. or other foreign jurisdictions and shall incorporate in all export shipping documents the applicable destination control statements. Customer shall, at its own expense, defend, indemnify, and save harmless Everon from and against all Losses assessed against or suffered by Everon as a result of an allegation or claim of noncompliance by Customer with this Section. The obligations contained in this Section shall survive the termination or expiration of this Agreement. D. Conflicts of Interest. Everon does not permit the offering or acceptance of gifts or gratuities by Everon employees from parties with whom Everon is contracting for services, products, or other matters, and Customer shall not make any offer to any Everon employee that would violate this policy. Customer further represents and warrants that there is no financial or business relationship or any other conflict of interest that Customer has with or has offered to any employee of Everon. In the event Everon determines any offer of gifts or gratuities has been made by Customer to an Everon employee or a financial or business relationship or other conflict of interest has been offered to or exists between Customer and an Everon employee, Everon may terminate this Agreement, without penalty, upon five (5) days' prior written notice to Customer. E. Survival. Sections 3 (Warranty), 5 (Risk of Loss), 7 (Limitation of Liability), 8 (Indemnity), and 12 (Confidentiality) shall survive any termination or expiration of the Agreement. F. Assignment. Customer may not assign the Agreement or any right thereunder without the prior written consent of Everon, which consent shall not be unreasonably conditioned, withheld, or delayed. Everon may subcontract any portion of the work described in the Agreement. G. Severability. In the event any one or more of the provisions of this Agreement is held to be unenforceable or invalid under applicable law, such unenforceability or invalidity shall not affect any other provision of this Agreement. H. Cross-Default. A default by Customer under the Agreement shall be a default of all Agreements between Everon and Customer. I. Remedies. All remedies under the Agreement are cumulative and in addition to any other rights at law or equity that a party may have. J. Amendment. The Agreement may be amended or modified only by a writing signed by both parties. Any purported oral amendment or modification is void. K. Notice. Any and all notices required or permitted to be given under the Agreement shall be in writing and delivered via certified or registered mail, or by overnight courier. Notices to Everon shall be deemed duly given on the date received by Everon at the following address: Everon LLC, Attn: General Counsel, 1501 Yamato Road, Boca Raton, FL 33431. Notices to Customer shall be deemed duly given on the date received by Customer at the address for Customer stated in the Agreement, or if no such address is provided, at any Premises. L. Waiver. The waiver by either party of any right under the Agreement or any breach of the Agreement shall not operate as, or be construed as, a waiver of any subsequent right under or breach of the Agreement. M. Governing Law; Dispute Resolution. This Agreement and any dispute or claim arising under it shall be governed by the laws of the state of Florida, without giving effect to its conflicts of law rules. Any and all matters of dispute between the parties to this Agreement, whether regarding performance of the Agreement, interpretation of any term or provision of this Agreement, or other dispute, shall be decided by arbitration conducted under the Commercial Arbitration Rules of the American Arbitration Association in Boca Raton, Florida, with the arbitrator's costs borne equally by the Parties. The enforceability of this arbitration provision shall be determined by arbitration. The arbitrator(s)' decision shall be final and binding on the Parties. N. Entire Agreement. The Agreement contains the entire agreement between the parties with respect to the subject matter of the Agreement, and supersedes any and all prior agreements or understandings, whether written or oral. The parties agree that there are no oral or written agreements, representations, or understandings by or between the parties regarding the subject matter of the Agreement that are not contained in the Agreement. O. Electronic Signature; Counterparts. The Agreement may be signed and/or delivered by electronic means (such as e-mail), and all such signatures and electronic transmissions of this Agreement are to be treated as originals for all purposes and given the same legal force and effect as a signed paper contract. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same agreement. Sig`nafures Florida law requires alarm verification before Everon can contact a law enforcement agency for alarm dispatch. Customers both using the protected premise to store firearms or ammunition and holding a valid federal firearms license as a manufacturer, importer, or dealer of firearms ammunition may opt out of the alarm verification process by contacting Everon at 866-806-2166. IN WITNESS HEREOF, Customer and Everon have caused this Agreement to be executed by their duly authorized representatives below. 470 Customer Authorized Representative Printed Name Title Date Everon Representative Printed Name Title Date Everon Authorized Manager Printed Name Title Date rev 202501 471 Addendum: Acknowledgement of Declining Services _. This Addendum is part of the Agreement to which it is attached, and all capitalized terms have the meaning set forth in the Agreement. PRODUCT OR SERVICE ACKN6wLE, DGEMENT Preventative Maintenance. By initialing adjacent, Customer acknowledgesthat it was offered and has declined Everon's preventative maintenance service. Customer acknowledges that it is responsible for the routine inspection of its security system and to notify Everon of any defects or adjustments required. All maintenance services shall be at Customer's cost unless covered by warranty or, if purchased by Customer, an Extended Service Plan. Extended Service Plan - Labor. By initialing adjacent, Customer acknowledges that it was offered and has declined Everon's Extended Service Plan — Labor. All technician time necessary for repairs and/or maintenance shall be at Customer's expense, excluding any repairs covered by product warranty. Extended Service Plan - Parts. By initialing adjacent, Customer acknowledges that it was offered and has declined Everon's Extended Service Plan — Parts. All parts and materials necessary for repairs and/or maintenance shall be at Customer's expense, excluding any repairs covered by product warranty. Initials Initials Initials 472 .. 111 OF 5UN City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 94770606 City Hall (305) 949-3113 Fax MEMORANDUM TO: Honorable Mayor and City Commissioners VIA: Stan Morris, City Manager FROM: Derrick Arias, Chief Information Officer DATE: September 18, 2025 RE: Approval of an Agreement with Everon LLC for Access Control and Network Connection at the Government Center Annex RECOMMENDATION: Staff recommends approval of this resolution. REASONS: The City is in need of a security access control system for the Government Center Annex (Annex). Everon LLC. has provided the City with the attached proposal for the purchase of materials and installation of the fiber connection from Government Center to the Annex, including the access control system. After considerable research, it was determined that it was in the best interest of the City to utilize the same system that is currently used at City Hall for continuity of security services. The purchase will be in an amount NTE $88,276.10, which includes 10% contingency. This purchase is a piggyback of the Omnia Contract No. R220701 "Facility Technology Integration and Security System Services". ADDITIONAL INFORMATION: Why Action is Necessary: Item Number: 9.M 458 Pursuant to Chapter 62, Section 62-6, Purchasing limitations; (B) Purchases more than $2,500.00 but less than $50,000.00. Purchases of, or contracts for, materials, supplies, equipment, improvements or services for which funds are provided in the budget, where the total amount to be expended is in excess of $2,500.00, but which do not exceed $50,000.00 may be made, or entered into, by the City Manager without submittal to the City Commission, but shall require compliance with the informal competitive bidding requirements set forth in §§ 62-6 and 62-7 of this chapter. Single purchases or contracts in excess of $50,000.00 shall not be broken down to amounts less than $50,000.00 to avoid the requirements of this section. FUNDING SOURCE: Funds have been appropriated in Account No. 001-5-5391-465000 — Capital outlay & 001-5-5391- 446003 R&M Bldg. ATTACHMENTS: Resolution Agreement Item Number: 9.M 459