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HomeMy WebLinkAboutBrycer, LLC Fire Department Compliance Engine First AmendmentMeridian City Council Meeting Agenda June 25, 2019 – Page 8 of 151 IN WITNESS WHEREOF, the parties shall cause this First Amendment to be executed by their duly authorized officers, to be effective on the Effective Date established above. BRYCER: By: Its: CITY OF MERIDIAN: Attest: ses, Auc� e d, Mayor ZTammy o� .1 E IDS IANC`" IDAHO SEAL' FIRST AMENDMENT TO AGREEMENT WITH BRYCER, LLC FOR THE COMPLIANCF. ENGINE PAGE 2 OF 2 Exhibit A Meridian City Council Meeting Agenda June 25, 2019 – Page 10 of 151 Meridian City Council Meeting Agenda June 25, 2019 – Page 11 of 151 Meridian City Council Meeting Agenda June 25, 2019 – Page 12 of 151 1180293/4/13399.000 including but not limited to the risk of breach of security, the risk of exposure to computer viruses and the risk of interception, distortion, or loss of communications. Client assumes these risks knowingly and voluntarily and indemnifies and holds Brycer harmless from all liability from all such risks. Not in limitation of the foregoing, Client hereby assumes the risk, and Brycer shall have no responsibility or liability of any kind hereunder, for: (1) errors in the Solution resulting from misuse, negligence, revision, modification, or improper use of all or any part of the Solution by any entity other than Brycer or its authorized representatives; (2) any version of the Solution other than the then-current unmodified version provided to Client; (3) Client's failure to timely or correctly install any updates to the Client Access Software; (4) problems caused by connecting or failure to connect to the Internet; (5) failure to provide and maintain the technical and connectivity configurations for the use and operation of the Solution that meet Brycer’s recommended requirements; (6) nonconformities resulting from or problems to or caused by non-Brycer products or services; or (7) data or data input, output, accuracy, and suitability, which shall be deemed under Client’s exclusive control. 11. Indemnity. Brycer (the “Indemnifying Party”) will defend and indemnify the non-indemnifying party against any damages, losses, liabilities, causes of action, costs or expenses (including reasonable attorneys’ fees) arising from the Indemnifying Party’s breach of this Agreement, gross negligence or intentional misconduct. Client will hold Brycer harmless against any damages, losses, liabilities, costs or expenses, claims, demands, suits or proceedings made or brought against Brycer by a third party in connection with Client’s or an Authorized User’s use of the Solution, or any action or inaction taken by a third party, including, but not limited to, third party inspectors, in connection with such third party providing services for Client or otherwise at Client’s or an Authorized User’s request or direction. 12. Breach. Brycer shall have the right to terminate or suspend this Agreement, and all of Client’s rights hereunder, immediately upon delivering written notice to Client detailing Client’s breach of any provision of this Agreement. If Client cures such breach within 5 days of receiving written notice thereof, Brycer shall restore the Solution and Client shall pay any fees or costs incurred by Brycer in connection with the restoration of the Solution. 13. Illegal Payments. Client acknowledges and agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift or anything of value from any employee or agent of Brycer in connection with the Agreement. 14. Beneficiaries. There are no third party beneficiaries to the Agreement. 15. Force Majeure. Neither party shall be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, earthquakes, blackouts, accidents, or strikes. In the event of any such delay, any applicable period of time for action by said party may be deferred for a period of time equal to the time of such delay. 16. Notices. All notices required in the Agreement shall be effective: (a) if given personally, upon receipt; (b) if given by facsimile or electronic mail, when such notice is transmitted and confirmation of receipt obtained; (c) if mailed by certified mail, postage prepaid, to the last known address of each party, three business days after mailing; or (d) if delivered to a nationally recognized overnight courier service, one business day after delivery. 17. Assignment. The Agreement may not be assigned or transferred by either party without the prior written consent of the other and any purported transfer in violation of this section shall be null and void. The Agreement shall be binding upon and inure to the benefit of the parties thereto and their respective successors and representatives. 18. JURISDICTION AND VENUE. THE AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, AND ENFORCEABLE UNDER, THE LAWS OF THE STATE OF IDAHO APPLICABLE TO CONTRACTS MADE IN IDAHO AND THAT ARE TO BE WHOLLY PERFORMED IN IDAHO WITHOUT REFERENCE TO THE CHOICE-OF-LAW PRINCIPLES OF IDAHO. THE PARTIES IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT ARISING OUT OF OR FROM OR RELATED TO THE AGREEMENT SHALL BE LITIGATED ONLY IN COURTS LOCATED WITHIN ADA COUNTY, STATE OF IDAHO. THE PARTIES HEREBY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN SAID COUNTY AND STATE. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRANSFER OR CHANGE VENUE OF ANY SUCH ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY ON ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THE AGREEMENT, AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. 19. Attorneys’ Fees. The prevailing party in any proceeding in connection with the Agreement shall be entitled to recover from the non-prevailing party all costs and expenses, including without limitation, reasonable attorneys’ and paralegals’ fees and costs incurred by such party in connection with any such proceeding. 20. Entire Agreement. The Agreement sets out the entire agreement between the parties relative to the subject matter hereof and supersedes all prior or contemporaneous agreements or representations, oral or written. 21. Amendment. The Agreement may not be altered or modified, except by written amendment which expressly refers to the Agreement and which is duly executed by authorized representatives of both parties. The waiver or failure by either party to exercise or enforce any right provided for in the Agreement shall not be deemed a waiver of any further right under the Agreement. Any provision of the Agreement held to be invalid under applicable law shall not render the Agreement invalid as a whole, and in such an event, such provision shall be interpreted so as to best accomplish the intent of the parties within the limits of applicable law. The Agreement may be executed by facsimile and in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 22. Expiration. The rights and obligations contained in these Terms and Conditions shall survive any expiration or termination of the Agreement. Meridian City Council Meeting Agenda June 25, 2019 – Page 13 of 151 Meridian City Council Meeting Agenda June 25, 2019 – Page 14 of 151 Meridian City Council Meeting Agenda June 25, 2019 – Page 15 of 151 Meridian City Council Meeting Agenda June 25, 2019 – Page 16 of 151 CITY OF MERIDIAN RESOLUTION NO. 157 0 BY THE CITY COUNCIL: BIRD, BORTON, CAVENER, MILAM, ROUNTREE, ZAREMBA A RESOLUTION OF THE MAYOR AND THE CITY COUNCIL OF THE CITY OF MERIDIAN, ADOPTING AN ADMINISTRATIVE POLICY OF THE MERIDIAN FIRE DEPARTMENT REGARDING APPROVED METHOD OF TRANSMITTING RECORDS OF INSPECTIONS TO MERIDIAN FIRE DEPARTMENT; AUTHORIZING THE FIRE CHIEF TO CARRY OUT SUCH POLICY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to International Fire Code ("IFC") sections 107.2.1 and 107.2.2, as adopted by Meridian City Code section 10-4-1, the Fire Chief requires that records of required tests, inspections, and reinspections be filed with the Fire Chief; WHEREAS, the Fire Chief is authorized by IFC section 104.1, adopted as amended by Meridian City Code section 10-4-2, to adopt procedures to facilitate the application of the provisions of the IFC; WHEREAS, the Fire Chief finds the Internet -based service known as Compliance Engine to be a reliable, secure, easy to use, cost-effective, responsive website that will facilitate inspectors' and property owners' compliance with City Code; and WHEREAS, the Mayor and City Council find that it is in the best interest of the safety and welfare of the people of Meridian to adopt and effectuate the Administrative Policy attached hereto as Exhibit A; NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF MERIDIAN CITY, IDAHO: Section 1. That the Administrative Policy attached hereto as Exhibit is hereby adopted and effectuated by the Mayor and City Council of the City of Meridian. Section 2. That the Fire Chief is authorized to carry out said Administrative Policy. Section 3. That this Resolution shall be in full forceand effect immediately upon its passage. ADOPTED by the Meridian City Council this DeY day of1 YI 1,/1AW/2015. APPROVED by the Mayor of the City of Meridian, Idaho, this ! da— y of 2015. APPROVED: Y ATTEST: 4sT up. uD A Qc,&-r^ 9 v Cily of Tammy eerd, MayorE TD. o ee olman, City Clerk SEAL f r. DAH R pf. r rue inc f`v RESOLUTION ADOPTING MFD ADMINISTRATIVE POLICY ESTABLISHING METHOD OF TRANSMITTING REQUIRED TEST AND INSPECTION RECORDS Page I of 3 Exhibit B Meridian City Council Meeting Agenda June 25, 2019 – Page 17 of 151 EXHIBIT A RESOLUTION ADOPTING MFD ADMINISTRATIVE POLICY ESTABLISHING METHOD OF TRANSMITTING REQUIRED TEST AND INSPECTION RECORDS Page 2 of 3 Meridian City Council Meeting Agenda June 25, 2019 – Page 18 of 151 E IDIAN-- IDAHO Meridian Police Department ADMINISTRATIVE POLICY SUBJECT: Approved method of transmitting test and inspection records to Meridian Fire Department PURPOSE: To establish the approved method of transmitting records of required tests, inspections, and reinspections to the Meridian Fire Department as required by International Fire Code sections 107.2.1 and 107.2.2, as adopted by Meridian City Code section 10-4-1. POLICY: The Fire Chief finds Compliance Engine to be a reliable, secure, easy to use, cost- effective, responsive, Internet -based service that will facilitate property owners' and inspectors' submission of required test, inspection, and reinspection records and compliance with City Code. For these reasons, the Fire Chief designates Compliance Engine to be the method by which records of required tests and inspections are to be transmitted to the Meridian Fire Department where such transmission is required by the IFC and/or City Code. RESOLUTION ADOPTING MOD ADMINISTRATIVE POLICY ESTABLISHING METHOD OF TRANSMITTING REQUIRED TEST AND INSPECTION RECORDS Page 3 of 3 Meridian City Council Meeting Agenda June 25, 2019 – Page 19 of 151