14-202.00 Allied Fire & Security: CenterPlace DVR Upgrades �® Project Quotation & 32
%/�LLIe,s FIRE & S_CURITI
• - - - - - - - - Sales Agreement
Eastern Washington&Northern Idaho Western Washington Oregon and Southwest Washington
425 W Second Ave.Spokane,WA 99201 1015 Central Ave N Kent,WA 98032 530 NE Couch St.Portland,OR 97232
Phone:509-624-3152 Fax:509-624-6909 Phone:425-988-6500 Fax:425-988-6501 Phone:503-281-1177 Fax:503-288-1539
This contract, including any Additional General Conditions or Attachments,specifications,and prices presented in the Proposal number as
noted below are accepted and indicated by the signatures below. Allied Fire&Security(hereafter"Allied")is authorized to perform the
installation and/or maintenance services as specified within this proposal,with payment as outlined in this Agreement.
Quoted By: Eric Ostlund Date: 10/07/14
Direct#: 509.321.8805
Email: eostlund@allied-security.com Quote#: ALLQ30314-A W/S#:
Purchaser Name: City of Spokane Valley Project Name: City of Spokane Valley
DVR Upgrade
Billing Address: 11707 E. Sprague Ave, Site Address: Center Place
Spokane Valley, WA 99206 2426 N. Discovery Place
Spokane Valley, WA 99216
Contact: Greg"Bing" Biingaman Contact: Greg"Bing" Biingaman
Phone: 509-688-0187 Phone: 509-720-5050
Email: bing@spokanevalley.com Email: bing@spokanevalley.com
Thank you for choosing Allied Fire&Security. Below is the proposed equipment and pricing, per your request.
Project Detail
Scope of Work:
Install (1) 16-channel embedded DVR and (1) 16-channel hybrid DVR to replace existing recorders.
Program and set-up each DVR.
Install Radius software for remote view of DVR's.
Option#1 - Upgrade quoted hybrid DVR from 2TB of storage to 4-TB of storage.
DVR's to provide approximately 30-days of storage based on 720 x 480 resolution @ 7 IPS.
Bill of Materials:
Qty Description
DVR Upgrade
1 Open Eye OE3-E480162T 16CH 48OPPS, 16 ch Looping, 2TB, Linux OS, Multi-Site Mgmt
Software, BNC&VGA Outputs, 1 Spot Mon, DVD+R, 2 USB 2.0, 4 ch audio, IR
Remote, View/Search/Setup/Backup While- Recording, Health Check, 3 Yr
Warranty, ReportStar Ready!
1 Open Eye OE-X3U4816-2T X-Series 3U Hybrid DVR, 48OPPS Analog, 16CH (16CH hybrid),
2TB Storage, 4 Control Out, 16 Alarm In, 16 Audio CH, ReportStar Ready!, FREE
(VMS, Remote Software, Mobile Apps), Expandable Recording CH, ONVIF,
Megapixel
1 Allied Permit fees
1 Allied Prevailing Wage Filing Fee(WA State)
SubTotal $6,707.30
Page 1 of 6 ALLQ30314-A www.alliedfireandsecurity.com-Rev 9/17/2014 i4PLUEt FIRE&SECURITY*
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CoI�I-2o2
Option#1 -Upgrade Hybrid DVR to 4 Terabytes of Storage
1 Open Eye OE-X3U4816-4T X-Series 3U Hybrid DVR, 480PPS Analog, 16CH (16CH
hybrid), 4TB Storage,4 Control Out, 16 Alarm In, 16 Audio CH, ReportStar
Ready!, FREE(VMS, Remote Software, Mobile Apps), Expandable Recording
CH, ONVIF, Megapixel
-1 Open Eye OE-X3U4816-2T X-Series 3U Hybrid DVR, 480PPS Analog, 16CH (16CH hybrid),
2TB Storage, 4 Control Out, 16 Alarm In, 16 Audio CH, ReportStar Ready!, FREE
(VMS, Remote Software, Mobile Apps), Expandable Recording CH, ONVIF,
Megapixel
SubTotal $228.84
Project Terms and Conditions
Included:
-Electrical Permit
-Prevailing wage filing fee
-Equipment and Equipment Installation
-Remote view software installation on (1)client work station
-Programming
-Testing
-Training
Exclusions:
-Network connection to DVR's
-Static IP address for DVR's
Clarifications:
-Progress billing throughout project.
-One year equipment warranty upon substantial completion of project.
-All maintenance and service is performed during normal business hours of 8:00am -5:00pm Monday through Friday.
Page 2 of 6 ALLQ30314-A vwvw.alliedfireandsecurity.com-Rev 9/17/2014 I2ALUEs FIRE&SECURITY*
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Acceptance/Approval
The Purchaser agrees to pay the seller for the foregoing, the total contract price shown here,plus any applicable taxes and fees.
Prices quoted are valid for 30 days
Down Payment: 0 %
Payment Terms: Progress invoicing -percent of job
*Credit card payments of$10,000 or more may be subject to Total price for this project= $6,936.94
additional fees.
*100%down payment required for system price<$199
*AutoPay required for system price<$199
ACCEPTED BY: (Please type or print except where otherwise indicated)
By signature below, customer understands that they are granting Allied Fire&Security a security interest in the equipment specified
hereon, until balance due is paid in full. SEE ALL PAGES OF THIS CONTRACT FOR ADDITIONAL TERMS AND CONDITIONS OF
THIS SALE WHICH ARE A PART OF THIS CONTRACT. READ THEM BEFORE YOU SIGN THIS CONTRACT. CUSTOMER
ACKNOWLEDGES RECEIVING A FULLY EXECUTED COPY OF THE CONTRACT AT TIME OF EXECUTION.
Purchaser: Allied Fire&Securi
Authorized SignatureAuthorized Signature: 4; '..
Printed Name/Title: Ariee„. CS
�� O/1 Printed Name/Title: � ' QC�r.-4\ I 5 ['ftiv
Date: /O 9 co/ict. Date: •v12% I 1•f
Thank you for the opportunity quote this project.
Please feel free to contact us if you have any questions or need additional information.
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TERMS AND CONDITIONS
FIRE ALARMS—NOTICE:Unless a Fire Alarm System designed to Code and approved by Authority Having Jurisdiction(AHJ)is selected to be installed,ALLIED makes no representation that the fire alarm
detection equipment meets NFPA 72,local code,fire department or any(AHJ)requirements,and it is not ALLIED's responsibility to apply for any permits or fees in connection with such equipment The law
requires and ALLIED recommends that Subscriber install a Fire Alarm System to code with plans and specifications by an architect or professional engineer,propery permitted,inspected and approved by AHJ.
Subscriber represents that existing fire alarm system is approved by AHJ and that any repairs or replacement parts installed by ALLIED are not additional equipment which would require AHJ approval.
VIDEO SURVEILLANCE SYSTEMS—SYSTEM OPERATION AND LIMITATIONS:Video surveillance/CCTV equipment is attached to a digital recorder computer and Buyer shall not use the computer for any
other purpose.Buyer shall be permitted to access and make changes to the system's operation on site and over the intemet If data storage is selected service,ALLIED shall store data received from Buyer's
system for one year.ALLIED shall have no liability for data corruption or inability to retrieve data even if caused byALLIED's negligence.Buyer's data shall be maintained confidential and shall be retrieved and
released only to Buyer or upon Buyers authorization or by legal process.Telephone or intemet access is not provided by ALLIED and ALLIED has no responsibility for such access or IP address service.ALLIED
shall have no liability for unauthorized access to the system through the intemet or other communication networks or data corruption or loss for any reason whatsoever.
ALL EQUIPMENT AND SYTEMS:
1. TAXES AND FEES(Lease):Lessee shall pay all taxes,license and registration fees,assessments,and any penalties or interest thereon,levied on the leased property,its use,or relating to the Lease,but
Lessee shall not be responsible for payment of franchise taxes and taxes computed on the income of Lessor.Lessee shall file all returns required therefore,and furnish copies thereof to Lessor.Lessor will
cooperate with Lessee and furnish Lessee with any information available to Lessor in connection with Lessee's obligation under this paragraph
2. COMMUNICATION SOFTWARE REMAINS PERSONAL PROPERTY OF ALLIED:ALLIED shall instruct Subscriber in the proper use of the security system,install,program and service in the premises of
the Subscriber,communication software which shall remain the sole personal property of ALLIED and shall not be considered a fixture ora part of the realty,and Subscriber shall not permit the attachment
thereto of any apparatus not furnished by ALLIED.Communication software is part of the instrument panel programmed to transmit a signal.Passcode to CPU software remains property of ALLIED.Provided
Subscriber performs this agreement for the full term thereof,upon termination ALLIED shall at its option provide to Subscriber the passcode to the CPU software or change the passcode to the manufacturers
default code
3. ALTERATION OF PREMISES FOR INSTALLATION:ALLIED is authorized to make preparations such as drilling holes,driving nails,making attachments or doing any other thing necessary in ALLIED's
sole discretion for the installation and service of the security system,and ALLIED shall not be responsible for any condition created thereby as a result of such installation,service,or removal of the security
system,and Subscriber represents that the owner of the premises,if other than Subscriber,authorizes the installation of the system under the terms of this agreement
4. SUBSCRIBERS DUTY TO SUPPLY ELECTRIC AND TELEPHONE SERVICE:Subscriber agrees to furnish,at Subscribers expense,all 110 Volt AC power and electrical outlets and receptades,intemet
connection,high speed broadband cable or DSL and IP Address,telephone hook-ups,RJ31x Block or equivalent,as deemed necessary by ALLIED.
5. SUBSCRIBER RESPONSIBLE FOR FALSE ALARMS/PERMIT FEES:Subscriber is responsible for all alarm permits and permit fees,agrees to file for and maintain any permits required by applicable law
and indemnify or reimburse ALLIED for any fines relating to permits or false alarms.ALLIED shall have no liability for permit fees,false alarms,false alarm fines,fire response,any damage to personal or real
property or personal injury caused by fire or police department response to alarm,whether false alarm or otherwise,or the refusal of the fire department to respond.In the event of termination of fire or police
response by the police or fire department this contract shall nevertheless remain in full force and Subscriber shall remain table for all payments provided for herein.Should ALLIED be required by existing or
hereinafter enacted law to perform any service or furnish any material not specifically covered by the terms of this agreement Subscriber agrees to pay ALLIED for such service or material.
6. LIEN LAW:ALLIED or any subcontractor engaged byALLIED to perform the work or furnish material who is not paid may have a daim against purchaser or the owner of the premises if other than the
purchaser which may be enforced against the property in accordance with the applicable lien laws.
7. BUYER'S CARE OF EQUIPMENT:REPAIRS AND ADDITIONS:Buyer agrees not to tamper with,remove or otherwise interfere with the system.The equipment shall remain in the same location as
installed and Buyer agrees to bear the cost of repairs,replacement relocation or additions to the system made necessary as a result of any painting,alteration,remodeling or damage,including damage
caused by unauthorized intrusion to the premises,lightning or electrical surge,except for ordinarywear and tear,in which event repair or replacement shall be made by ALLIED without additional charge.
Batteries,electrical surges,lightening damage,obsolete components and components exceeding manufacturers useful fife are not induded in service and will be repaired or replaced at Subscribers expense.
8. SERVICES:Allied has designed a system(s)for the Customer whose signature appears on front page(hereafter,"Customer").That system is described in the Proposal and Sales Agreement("Proposal')
(number noted above)executed along with this Sales and Service Agreement('Agreement).The terms of that Proposal are hereby made a part of this Agreement Customers signature indicates that
Customer has approved the system as designed and described.Allied shall install,service,and warranty the system as described in the Proposal.The terms of this Sales and Service Agreement shall appy to
all change orders specific to the equipment/labor sold on this agreement
9. INSTALLATION CHARGES:Customer agrees to pay Allied,its agents or assigns,the installation charge and,if applicable,the maintenance,monitoring,and/or lease charge,all as listed in the Proposal.
Payment is subject to the terms and conditions set out in the Proposal,this Agreement,the Maintenance&Inspection Agreement,and/or the Monitoring Agreement
10. INSTALLATION,MAINTENANCE,SERVICE:Customer hereby authorizes and empowers Allied to perform or cause to be performed the work necessary to fulfill the terms of this agreement,including but
not limited to installation,maintenance,inspection,testing,and repair of the systems on Customer's premises.Such work shall be performed in a workmanlike manner in accordance with Allied's standard
practices and shall be completed in accordance with a mutually agreed upon schedule(based upon coverage between the hours of 8 a.m.and 5 p.m.Monday through Friday,within reasonable time after
receiving notice from subscriber that service is required,exdusive of Saturdays,Sundays and legal holidays).Service performed outside the Hours of Operation,oras result of the failure of the Customer or its
agents to adhere to the manufacturers requirements,or that is outside the scope of this Agreement,shall be chargeable at Allied's prevailing rates The obligation of Allied to provide service related to the
maintenance of the system pertains solely to the items specified in the Proposal and any attachments thereto.Allied is not obligated to maintain,repair,service,replace,operate or assure the operation of any
device,system,or property belonging to Customer or any third party attached to Allied equipment sold or leased pursuant to this Agreement,unless specifically agreed upon in the Proposal.In order to protect
Customer from losses resulting from,damage to,or destruction of Allied systems,Customer shall include such systems in the coverage provided in its liability and fire insurance policies.Allied will provide
service coverage in accordance with the terms listed in the Proposal and defined under Service Agreement document but only while the equipment is located on the premises upon which it was installed.The
Service Agreement entered along with this Agreement sets forth Customers obligations to keep the equipment in,or restore the equipment to,good working order.Service provided by Allied under this
Agreement does not assure against nor does Allied assume any liability for,interruptions in operation of the equipment covered by this Agreement
11. BUYER RESTORES EQUIPMENT:Buyer shall be responsible for any loss occasioned by fire or casualty and the cost of replacing or restoring the system.Notwithstanding the condition of Buyers premises,
or ALLIED's impossibility of performance occasioned by condition of Buyer's premises,Buyer shall remain liable for monthly payments for the term of this agreement without offset or reduction.
12. ACCESS:Allied's technicians shall have full and free access to the equipment covered under this agreement as required to service that equipment in the manner most efficient to Allied.
13. OWNERSHIP:(EXISTING EQUIPMENT),Customer represents that Customer is the owner of the equipment to be serviced under this Agreement If Customer is not the owner,Customer represents that it
has authority from the over to allow Allied to service owner's equipment under the terms of this Agreement Customer agrees to indemnify Allied from losses suffered by Allied that result from daims by
owners that Allied lacked permission to service owner's equipment
14. DELETE PROGRAMMING:Upon termination of this agreement ALLIED shall be permitted to remotely delete programming and ALLIED shall not be required to service the system,and may order the
termination of any central office monitoring or other services,and Buyer shall remain liable for all payments called for herein for the remaining balance of the contract term.
15. OPERATION OF ON-SITE SECURITY VIDEO,ACCESS CONTROL,AND FIRE SYTEMS:Customer represents and agrees:to properly test and set the system on every dosing and to properly turn off
the system on each opening(rf applicable);to test any detection device,or other electronic equipment designated in the Proposal prior to setting the system for dosed periods and to notify Allied promptly if
such equipment fails to respond to the test to use and maintain the equipment properly and follow proper operating procedures(ff Customer requires Allied service);if Allied representatives are sent to
Customer's premises in response to a service call or alarm signal caused by Customer improperly following operating instructions or failing to dose or properly secure a protected point,to pay an additional
service charge at the prevailing rate per occurrence,that all walls,doors,skylight,windows or other such elements of the premises as now constructed or to be constructed are or will be placed and maintained
in such condition,at Customers expense,as to permit proper installation of operation of the system(s).
16. ALLIED'S RIGHT TO SUBCONTRACT SPECIAL SERVICES: Customer agrees that ALLIED is authorized and permitted to subcontract any services to be provided by ALLIED to third parties who maybe
independent of ALLIED,and that ALLIED shall not be liable for any loss or damage sustained by Customer by reason of fire,theft,burglary or any other cause whatsoever caused by the negligence of third
parties,and that Customer appoints ALLIED to act as Customers agent with respect to such third parties,except that ALLIED shall not obligate Customer to make any payments to such third parties.
Customer acknowledges that this agreement and particularly those paragraphs relating to ALUED's disclaimer of warranties,exemption from liability,limitation of liability and indemnification,insure to the
benefit of and are applicable to any assignees,subcontractors and communication centers of ALLIED.
17. DELAYS-NTERRUPTION OF SERVICE:Allied shall not be liable for any losses or injuries resulting from delays,induding without limitation delays in service and response times,regardless of the cause of
such delays.Allied shall not be liable for losses or injuries resulting from interruptions in service,strikes,riots,floods,acts of God,damage to or loss of communication lines or other signal transmission lines,or
from any event beyond the control of Allied.Allied will not be required to furnish service to Customer during any period of service interruption.
18. EQUIPMENT COVERED:The equipment covered by this agreement is described in the attached Proposal and/or Bill of Materials/List of Equipment and/or Sales and Service Agreement as applicable.
19. EXCLUSIONS:Services to be provided by Allied pursuant to this Agreement do not include:
a Repair of damage or increase in service time caused by the failure to continually provide a suitable operating environment for all facilities as prescribed by Allied and/or the equipment manufacturer.Such
failures include,but are not limited to,the failure to provide adequate and regulated electrical power,air conditioning or humidity control;the failure of electrical power,air conditioning or humidity control
systems;and all special requirements as described in the"Description List of Equipment"and/or the Proposal provided with this Agreement
b. Repair of damage or increase in service time caused by use of the equipment for other than the ordinary use for which the equipment was designed or purpose for which it was intended.
c. Repair of damage,the replacement of parts(due to other than normal wear),and repetitive service calls caused by Customers use of supplies or equipment that has not been approved by the
manufacturer.
Please read the terms and conditions on all pages of this contract. Sales&Service Agreement Revised for City of Spokane Valley:1/18/14,p.2 of 4
d. Repair of damage or increase in service time caused by accident or disaster,induding without limitation,fire,flood,water,wind and lightning;transportation,neglect or misuse,or alterations.This
exdusion includes,but is not to be limited to,any alteration to or deviation from Allied's physical,mechanical or electrical machine design.This includes adding or interoonnecting mechanical or electrical
devices or equipment not supplied by Allied.
e. Electrical work external to the equipment or accessories furnished by Allied.
20. ADDITIONAL CHARGES:Unless otherwise specified in the Proposal,service charges for the system are based upon coverage between the hours of 8 a.m.and 5 p.m.Monday through Friday,within
reasonable time after receiving notice from subscriber that service is required,exdusive of Saturdays,Sundays and legal holidays.Senrice performed outside the Hours of Operation,oras result of the failure of
the Customer or its agents to adhere to the manufacturer's requirements,or that is outside the scope of this Agreement,shall be chargeable at Allied's prevailing rates.Customer shall not tamper with,adjust,
atter,move,remove,or otherwise interfere with equipment without Allied's specific permission,nor shall Customer permit the same by its agents or third parties within its control.Customer agrees to pay Allied
at its prevailing rates for any work performed by Allied to correct Customer's breach of the foregoing.Allied agrees to perform remedial maintenance required as a result of acts of God or events beyond the
Control of Allied.Customer agrees to pay Allied for all such remedial maintenance at Allied's prevailing rates.Changes to original equipment or special order items may be subject to a 25%restocking fee.
21. LIQUIDATED DAMAGES—ALLIED'S LIMITS OF LIABILITY:
a) ON SITE SECURITY/FIRE SYSTEMS,COMMUNICATIONS DEVICES,AND/OR SECURITY DEVICES AND EQUIPMENT. Customer understands and agrees that ALLIED is not an insurer.
Customer is responsible for obtaining any insurance in whatever amounts it deems necessary or desirable.All sums payable hereunder to ALLIED by Customer are based upon the value of services
offered and the scope of liability undertaken,and such sums are not related to the value of property belonging to customer or to third-party property located on Customer's premises. Customer does not
seek indemnity by this agreement from ALLIED,and specifically waives any claims for compensation relating to injuries,damages or losses caused by or arising from the persons or property of
Customer and/or Customer's invitees,or guests.ALLIED MAKES NO WARRANTY,EXPRESS OR IMPLIED,THAT THE SYSTEMS It INSTALLS OR THE SERVICES IT FURNISHES WILL
DETER,AVERT,REDUCE,OR PREVENT ADVERSE OCCURRENCES,OR THE CONSEQUENCES OF SUCH OF OCCURRENCES,WHICH THE SYSTEM AND SERVICES ARE
DESIGNED TO DETECT. Customer agrees that ALLIED shall not be liable for any of Customer's losses or damages,except those caused by the negligent or intentional acts or omissions of ALLIED,
if any,and any such liability shall only be directly proportionate to the negligent or intentional acts or omissions of ALLIED relative to those of Customer. Customer agrees that it may be impractical and
impossible to fix actual damages which may arise from situations where there may be a failure of services provided,due to the uncertain value of Customer's property or the property of others kept on
the protected premises which may be lost,stolen,destroyed,or damaged or otherwise affected by occurrences which the system is designed to detect or avert Due to the inability of ALLIED to
establish a causal connection between systems or service problems and Customer's possible loss,it is further agreed that if ALLIED should become liable for any losses or damages attributable to a
failure of systems or services in any respect,its total liability to the Customer shall be limited to$300.00 or 5%of the sales price,whichever is greater,which the Customer agrees is reasonable.The
payment of this amount shall be ALLIED's sole and exclusive liability regardless of the amount of loss or damage incurred by the Customer. No suitor action shall be brought against ALLIED more than
one(1)year after the accrual of the cause of action therefore.
Since it is agreed that the Customer retains responsibility of the fife and safety of all persons in the protected premises,and for protecting against losses to its own property or the property of others in
the protected premises,Customer agrees to indemnify and hold harmless ALLIED from any and all third party daims and lawsuits relating to losses to the extent of each partys proportionate negligent or
intentional acts or omissions. This agreement to indemnify and hold harmless includes Customer's agreement to pay all damages,expenses,costs,and attorneys fees incurred by ALLIED,its
employees and agents in the defense of claims brought by third parties against it that arise from or are related to ALLIED's products or services
b) Equipment and other products.In the event that Customer purchases any equipment or other products(hereafter"Equipment)from Allied,Customer's daims for damages are limited to the cost of
repair or replacement of any damaged or defective Equipment Customer hereby waives all claims against Allied for incidental and consequential damages,including without limitation claims for lost
profits,business interruption,and damage to reputation.Provided,however,that nothing in this provision is intended to affect the terms of any express warranty provided with the Equipment
22. TERMINATION/PAYMENT:ALLIED has the option to terminate this Agreement should any payment due hereunder remain overdue fora period of more than thirty(30)days.Should ALLIED elect to
exercise such cancellation option,said exercise shall be in writing,sent by certified mail,return receipt requested,and such cancellation shall be effective upon receipt
23. LEGAL ACTION:In the event ALLIED refers this contract to an attorney,to recover any amounts owed by Subscriber to ALLIED hereunder,the parties agree that the amount to be recovered,and any
judgment to be entered,shall include interest attire rate of 1 1/2%per month from the date payment is due and Subscriber shall pay ALLIED's legal fees.In any action commenced by ALLIED against
Subscriber,Subscriber shall not be permitted to interpose any counterclaim.The parties agree that any action,arbitration or Special Proceeding to confirm the arbitration award,may be commenced,and all
papers in connection therewith,served by first class mail delivered by U.S.Post Office or overnight carrier.
24. SUCCESSORS:This Agreement is assignable byALLIED,but is not assignable by Customer except upon the written consent of ALLIED,which consent will not unreasonably be withheld.
25. NONSOLICITATION:Buyer agrees that it will not solicit for employment for itself,or any other entity,or employ,in any capacity,any employee of ALLIED assigned by ALLIED to perform any service for or on
behalf of Buyer fora period of two years afterALLIED has completed providing service to Buyer.In the event of Buyer's violation of this provision,in addition to injunctive relief,ALLIED shall recover from Buyer
an amount equal to such employee's salary based upon the average three months preceding employee's termination of employment with ALLIED,times twelve,together with ALLIED's counsel and expert
witness fees.
26. ENTIRE AGREEMENT:This Agreement is to govern the providing of services by ALLIED to Customer as described herein.Customer admowledges that he has read this Agreement and particularly
paragraph 21 regarding liquidations and limitations of liability.Nothing in the Agreement is to be construed as creating a lease ora leasehold agreement between the parties.This Agreement is not binding
unless approved in writing by an authorized representative of ALLIED.If approval is not obtained,the only liability of ALLIED shall be to return to Customer the amount,if any,paid to ALLIED upon the signing
of the Agreement by ifs Sales Representative.This writing,together with any individually signed acceptance of Proposals,rider,other attachments pertaining to this Agreement,is intended by the parties as the
final expression of their agreement with respect to the subject matter contained herein and also as the complete and exclusive statement of the terms of such agreement,notwithstanding anv prior,
contemporaneous or subsequent purchase order or other document relating to said subject matter.There is no course of dealing or usage of the trade that would supplement or conflict with its terms.This
Agreement may only be amended in writing signed by both parties.
27. SURVIVAL:In the event any paragraph(s)of this agreement are found invalid,all remaining paragraphs,or portions thereof shall remain in full force and effect.
28. JURISDICTION AND VENUE:This Agreement will be governed by the laws of the State of Washington.Any action brought hereunder shall be brought in the courts located in Spokane County,Washington.
29. PAYMENT TERMS:Due Upon Receipt Credit card payments of$10,000 or over maybe subject to additional fees.
30. SECURITY INTEREST/COLLATERAL:Langurage deleted
31. CUSTOMER EQUIPMENT.Customer Equipment means software,hardware or services that you elect to use in connection with the Service(s)or Allied Fire&Security provided
Equipment.You agree to allow us and our agents the rights to insert hardware and install software in the Customer Equipment,send software and/or°downloads"to the Customer
Equipment and install,configure,maintain,inspect and upgrade the Customer Equipment and Allied Fire&Security Equipment.You warrant you are either the owner of the Customer
Equipment or that you have the authority to give us access to the Customer Equipment.If you are not the owner of the Customer Equipment,you are responsible for obtaining any
necessary approval from the owner to allow us and our agents access to the Customer Equipment to perform the activities specified above.In addition,you agree to supply us or our
agents,if we ask,the owners name,address and phone number and/or evidence that the owner has authorized you to grant access to us and our agents to the Customer Equipment
to perform the activities specified above
a. You agree that our addition or removal of or change to the Allied Fire&Security Equipment may interrupt your Service(s).
b. Responsibility:Allied Fire&Security has no responsibility for the operation or support,maintenance,or repair of any Customer Equipment including,but not limited to,Customer
Equipment to which Allied Fire&Security or a third party has installed software or°downloads."
c. Non-Recommended Configurations:Customer Equipment that does not meet Allied Fire&Security's minimum technical or other specifications constitutes a"Non-
Recommended Configuration."NEITHER ALLIED FIRE&SECURITY NOR ANY OF ITS SUPPLIERS OR AGENTS WARRANT THAT A NON-RECOMMENDED
CONFIGURATION WILL ENABLE YOU TO SUCCESSFULLY INSTALL,ACCESS,OPERATE,OR USE THE SERVICE(S).YOU ACKNOWLEDGE THAT ANY SUCH
INSTALLATION,ACCESS,OPERATION,OR USE COULD CAUSE CUSTOMER EQUIPMENT TO FAIL TO OPERATE OR CAUSE DAMAGE TO CUSTOMER EQUIPMENT,
YOU,YOUR PREMISES OR ALLIED FIRE&SECURITY EQUIPMENT.NEITHER ALLIED FIRE&SECURITY NOR ANY OF ITS SUPPLIERS OR AGENTS SHALL HAVE ANY
LIABILITY WHATSOEVER FOR ANY SUCH FAILURE OR DAMAGE.Allied Fire&Security reserves the right to deny you customer support for the Service(s)and/or terminate
Service(s)if you use a Non-Recommended Configuration.
i. For HSI and Video Customers.YOU UNDERSTAND THAT YOUR COMPUTER OR OTHER DEVICES MAY NEED TO BE OPENED,UPDATED,ACCESSED OR USED
EITHER BY YOU OR BY US OR OUR AGENTS,IN CONNECTION WITH THE INSTALLATION,UPDATING OR REPAIR OF SECURITY OR VIDEO SERVICE(S).THE
OPENING,ACCESSING OR USE OF YOUR COMPUTER,OTHER DEVICES USED IN CONNECTION WITH HSI OR VIDEO SERVICE(S)MAY VOID WARRANTIES
PROVIDED BY THE COMPUTER OR OTHER DEVICE MANUFACTURER OR OTHER PARTIES RELATING TO THE COMPUTER'S OR DEVICE'S HARDWARE OR
SOFTWARE.NEITHER ALLIED FIRE&SECURITY NOR ANY OF ITS SUPPLIERS,OR AGENTS,SHALL HAVE ANY LIABILITY WHATSOEVER AS THE RESULT OF
THE VOIDING OF ANY SUCH WARRANTIES.
d. Software.Allied Fire&Security makes no representation or warranty that any software or application installed on Customer Equipment,downloaded to Customer Equipment,or
available through the Internet does not contain a virus or other harmful feature.It is your sole responsibility to take appropriate precautions to protect any Customer Equipment from
damage to its software,files,and data as a result of any such virus or other harmful feature.We may,but are not required to,terminate all or any portion of the installation or
operation of the Service(s)if a virus or other harmful feature or software is found to be present on your Customer Equipment.We are not required to provide you with any
assistance in removal of viruses.If we decide,in our sole discretion,to install or run virus check software on your Customer Equipment,we make no representation or warranty that
the virus check software will detect or correct any or all viruses.You acknowledge that you may incur additional charges for any service call made or required on account of any
problem related to a virus or other harmful feature detected on your Customer Equipment.NEITHER ALLIED FIRE&SECURITY NOR ITS SUPPLIERS,EMPLOYEES,AGENTS,
Please read the terms and conditions on all pages of this contract. Sales&Service Agreement Revised for City of Spokane Valley:1/18/14,p.3 of 4
1
CONTRACTORS DISTRIBUTORS,LICENSORS OR BUSINESS PARTNERS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE TO OR LOSS OF ANY
HARDWARE,SOFTWARE,FILES,OR DATA RESULTING FROM A VIRUS,ANY OTHER HARMFUL FEATURE,OR FROM ANY ATTEMPT TO REMOVE IT.
In addition,as part of the installation process for the software and other components of the Service(s),system files on your Customer Equipment may be modified.Allied Fire&
Security does not represent,warrant or covenant that these modifications will not disrupt the normal operations of any Customer Equipment including without limitation your
computer(s),or cause the loss of files.Allied Fire&Security does not represent,warrant,or covenant that the installation of the special software or applications or access to our
Web portal(s)will not cause the loss of files or disrupt the normal operations of any Customer Equipment,including,but not limited to,your computer(s).FOR THESE AND
OTHER REASONS,YOU ACKNOWLEDGE AND UNDERSTAND THE IMPORTANCE OF BACKING UP ALL FILES TO ANOTHER STORAGE MECHANISM PRIOR TO SUCH
ACTIVITIES.YOU UNDERSTAND AND ACCEPT THE RISKS IF YOU DECIDE NOT TO BACK UP FILES.NEITHER ALLIED FIRE&SECURITY NOR ITS SUPPLIERS,
EMPLOYEES,AGENTS,CONTRACTORS,DISTRIBUTORS,LICENSORS OR BUSINESS PARTNERS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE TO
OR LOSS OF ANY SOFTWARE,FILES,OR DATA.
i. FTP/HTTP Service Setup.You acknowledge that when using HSI there are certain applications such as FTP(File Transfer Protocol)or HTTP(Hyper Text Transfer Protocol)
that may be used by other persons or entities to gain access to your Customer Equipment.You are solely responsible for the security of your Customer Equipment or any
other equipment you choose to use in connection with the Service(s),including without limitation any data stored on such equipment.NEITHER ALLIED FIRE&SECURITY
NOR ITS SUPPLIERS,EMPLOYEES,AGENTS,OR CONTRACTORS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY CLAIMS,LOSSES,ACTIONS,
DAMAGES,SUITS OR PROCEEDINGS RESULTING FROM,ARISING OUT OF,OR OTHERWISE RELATING TO THE USE OF SUCH APPLICATIONS BY YOU,OR
THE ACCESS BY OTHERS TO YOUR CUSTOMER EQUIPMENT OR OTHER EQUIPMENT OF YOURS.
ii. Replacement of some equipment or obtaining access to ceilings and walls may leave opening or surfaces that do not match.Allied is not responsible for the patching and or
painting of these surfaces.
iii. The National Electrical Code requires that abandoned wire and cable from old systems be removed or marked as"spare"for future use.While Allied will attempt to minimize
expenses,we cannot anticipate with certainty what the Electrical Inspector will formally require.Therefore,this proposal does not include the removal of abandoned cabling.If
the Electrical Inspector requires removal of abandoned cabling,Allied will do so on a time and materials basis.The customer may also elect to choose an alternate provider
of this service.If others provide the removal of cabling and it adversely affects Allied Fire&Security's scope of work as specified within this proposal,additional charges will
be incurred.
Please read the terms and conditions on all pages of this contract. Sales&Service Agreement Revised for City of Spokane Valley:1/18/14,p.4 of 4