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15-143.00 Allied Fire & Security: Sofware Upgrade & Support 1c5 111. 35 %4ALL1= FIRE & SECURITY® Project Quotation TOTAL "a 4 a at N 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 Proposal, 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: 12/01/15 Direct#: 509.321.8805 Email: eostlund@allied-security.com Quote#: ALLQ36476-A W/S#: Purchaser Name: City of Spokane Valley Project Name: Pro-Watch SSA Upgrade City of Spokane Valley 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: Quote is to renew the Software Support Agreement and upgrade the current system software to v4.2. Quote is based upon retrieving current data base and performing upgrade on a new server. Honeywell Software Support Agreement is a 1-year agreement that includes all software upgrades and patches. Quote includes support from Honeywell during normal support hours of 7:00 a.m. to 7:00 p.m., Central Time, Monday through Friday. Support from Honeywell 24/7 is available for an additional cost. Prevailing Wage rate will be charged $120 per hour for work done on site and $110 per hour for travel and work done in the office. Installation of software upgrade is estimated at 6-8-hours. Installation will be invoiced on actual hours including upgrade, training &travel. **Re-instatement fee of$533.79 applies to the SSA if purchased after 12/31/2015 Bill of Materials: Qty Description Normal Business Hour Support Option 1 Honeywell Annual Standard Software Support Agreement Pro-Watch Professional Edition Includes support for(1) Server License, (1) Concurrent User License, (1) Concurrent Badging License, (32) Reader License Software Support Agreement Subtotal $711.71 Software Installation &Set-up 8 Allied Prevailing Wage-Software upgrade, client upgrade, system programming &travel to be invoiced on an hourly bases. Price Per Hour($120.00) $960.00 1 Allied Prevailing Wage Filing Fee (WA State) $80.00 Software Upgrade Subtotal $1,751.71 **Software that is not currently under an SSA will be charged a re-instatement fee. Re-instatement Fee is $533.79 -This fee only occurs when the SSA is renewed after 12/31/2015. Project Terms and Conditions Included: -System software, client software and software support agreement(SSA) renewal. -System software and client software installation -programming &set-up -Testing -Training Exclusions: -Server, Windows 2012 R2 Recommended -Re-build of data base and data entry of card holders Clarifications: -Sales&Service Agreement Revised for City of Spokane Valley, dated 1/18/14 apply to this quote. #ALLQ36476-A -Progress billing throughout project. -One year software support from Honeywell. -All maintenance and service is performed during normal business hours of 8:00am -5:00pm Monday through Friday. Page 2 of 3 ALLQ36476-A www.alliedfireandsecurit .com-Rev11/5/2015 /ALLIED FIR:S SBCURITI'® Acceptance/Approval The Purchaser agrees to pay the seller for the foregoing, the total proposal 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 Total price for this project= $1,751.71 *Credit card payments of$10,000 or more may be subject to Financing options are available. Please ask your additional fees. consultant for more details. *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. Purchaser: 4 Allied Fire&Security Authorized Signature: Authorized Signature: // Printed Name/Title: Mike Jac son, City ManagerPrinted Name/Title: N' Date: / Z//i/l.`r Date: /2-2/ f) Thank you for the opportunity quote this project. Please feel free to contact us if you have any questions or need additional information. Page 3 of 3 ALLQ36476-A www.alliedfireandit com-Rev11/5/2015 Ate=, FIRE&SECURITI" securV• i. .r•..w.,...azzy.e.x ...1AN 35 Quote#ALLQ36476-A TERMS AND CONDmONS FIRE ALARMS—NOTICE:Unless a Fre Alarm System designed to Code and approved by Authority Having Jurisdiction(AHJ)is selected to be installed,AWED 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 AWED recommends that Subscriber install a Fre Alarm System to code with plans and specifications by an architect or professional engineer,properly permitted,inspected and approved by AHJ. Subscriber represents that exdsting fire alarm system is approved by AHJ and that any repairs or replacement parts installed by AWED 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.I data storage is selected service,AWED shall store data received from Buyer's system for one year.AWED shall have no liability for data corruption or inability to retrieve data even if caused by ALLIED's negligence.Buyer's data shall be maintained confidential and shall be retrieved and released only to Buyer or upon Buyer's authorization or by legal pronecs.Telephone or intemet aocess is not provided by AWED and AWED has no responsibility for such aooPsc or P address service.AWED 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 I Pace,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 AWED:AWED 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 AWED.Communication software is part of the instrument panel programmed to transmit a signal.Passaode to CPU software remains property of AWED.Provided Subscriber performs this agreement for the full term thereof,upon termination AWED shall at its option provide to Subscriber the passcode to the CPU software or change the passcode to the manufacturer's 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 AW ED's sole discretion for the installation and service of the security system,and ALLIED shall not be responsble 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. SUBSCRIBER'S DUTY TO SUPPLY ELECTRIC AND TELEPHONE SERVICE:Subscriber agrees to furnish,at Subscriber's expense,all 110 Volt AC power and electrical outlets and receptacles,internet 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 AWED for any fines relating to permits or false alarms.AWED 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 forte and Subscriber shall remain table for all payments provided for herein.Should AWED 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 AWED for such service or material. 6. LIEN LAW:ALLIED or any subcontractor engaged by AWED 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 maybe enforced against the property in accordance with the applicable ten 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 instated 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 ordinary wear and tear,in which event repair or replacement shat be made by AWED without additional charge. Batteries,electrical surges,lightening damage,obsolete components and components exceeding manufacturer's useful lfe are not included in service and will be repaired or replaced at Subsaibers expense. 8. SERVICES:Ailed 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.Customer's 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 aocly to at chancre orders specific to the equipment Aabor 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 sulAect 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,inducing 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 am.and 5 p.m.Monday through Friday,within reasonable time after receiving notice from subscriber that service is required,exclusive 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 manufacturer's requirements,or that is outside the scope of this Agreement,shall be chargeable at Alieds 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 Ailed 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 lability 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 Customer's 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.Notwithstandng the condition of Buyer's 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:Alfred'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 I Customer is not the owner,Customer represents that it has authority from the owner 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 claims by owners that Allied lacked permission to service owners equipment. 14. DELETE PROGRAMMING:Upon termination of this agreement ALLIED shall be permitted to remotely delete programming and AWED 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(if applicable);to test any detection device,or other electronic equipment designated in the Proposal prior to setting the system for closed periods and to notify Alfred promptly if such equipment fails to respond to the test;to use and maintain the equipment properly and follow proper operating procedures(d 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 orwill be placed and maintained in such condition,at Customer's expense,as to permit proper installation of operation of the system(s). 16. ALLIED'S RIGHT TO SUBCONTRACT SPECIAL SERVICES:Customer agrees that AWED is authorized and permitted to subcontract any services to be provided by AWED to third parties who maybe independent of AWED,and that AWED 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 AWED to act as Customer's agent with respect to such third parties,except that AWED shall not obligate Customer to make any payments to such third parties. Customer acknowledges that this agreement,and particularly those paragraphs relating to AW ED's disclaimer of war-antes,exemption from liability,limitation of liability and indemnification,insure to the benefit of and are applicable to any assignees,subcontractors and communication centers of AWED. 17. DELAYS-INTERRUPTION OF SERVICE:Allied shall not be liable for any losses or injuries resulting from delays,including without limitation delays in service and response times,regardless of the cause of such delays.Alfred 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 appicable. 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 fealties 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 humidly 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 allpa9 es of this contract. Sales&Service Agreement Revised for City of Spokane Valley:1/18/14,p.1 of 3 Quote#ALLQ36476-A d. Repair of damage or increase in service time caused by.accident or disaster,indudng without limitation,fire,flood,water,wind and lightning;transportation,neglect or misuse,or alterations.This exclusion includes,but is not to be limited to,any alteration to or deviation from Alfieds physical,mechanical or electrical machine design.This includes adding or interconnecting mechanical or electrical devices or equipment not suppled by Allied. e. Electrical work external to the equipment or accessories furnished by Allied. 20. ADDtTLONAL CHARGES:Unless otherwise specified in the Proposal,service charges for the system are based upon coverage between the hours of 8 am.and 5 p.m.Monday through Friday,within reasonable time after receiving notice from subscrber 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.Customer shall not tamper with,adjust, after,move,remove,or otherwise interfere with equipment without Alfied's specific permission,nor shall Customer permit the same by its agents or third parties within its control.Customer agrees to pay Ailed at its prevailing rates for any work performed by Ailed to coned Customers breach of the foregoing.Allied agrees to perform medal maintenance required as a result of acts of God or events beyond the control of Allied.Customer agrees to payAlied for all such remedial maintenance at Allied's prevailing rates.Changes to original equipment or special order items may be subject to a 25%restating 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 AWED,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.AWED MAKES NO WARRANTY,EXPRESS OR IMPLIED,THAT THE SYSTEMS R 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 AWED shall not be liable for any of Customer's losses or damages,except those caused by the negligent or intentional acts or omissions of AWED, it any,and any such lability shall only be(trecty proportionate to the negligent or intentional acts or omissions of ALLIED relative to those of Customer. Customer agrees that it maybe impractical and impossible to fix actual damages which may arise from situations where there maybe 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 maybe lost,stolen,destroyed,or damaged or otherwise affected by occurrences which the system is designed to detect or avert Due to the inability of AWED 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 AWED'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 nal re of action therefore. Since it is agreed that the Customer retains responsbility of the life 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 AWED from any and ail third party daims and lawsuits relating to losses to the extent of each party's 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 attorney's fees incurred by AWED,its employees and agents in the defense of daims brought by third parties against it that arise from or are related to AW ED's products or services b) Equipment and other products.In the event that Customer purchases any equipment or other products(hereafter"Equipment")from Allied,Customers daims for damages are Imited to the cost of repair or replacement of any damaged or defective Equipment Customer hereby waives all claims against Ailed for incidental and consequential damages,inducing without limitation daims 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:AWED has the option to terminate this Agreement should any payment due hereunder remain overdue fora period of more than thirty(30)days.Should AWED elect to exercise such cancellation option,sad exercise shall be in writing,sent by certified mail,retum receipt requested,and such cancellation shall be effective upon receipt 23. LEGAL ACTION:In the event AWED 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 at the rate of 1 1/2%per month from the date payment is due and Subsaibershall pay AWED's legal fees.In any action commenced by AWED against Subsaber,Subscriber shall not be permitted to interpose any counterclaim.The parties agree that any action,arbitration or Special Proceeding to confine the arbitration award,maybe 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 by ALLIED,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 for a period of two years after AWED 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 AWED,limes twelve,together with AWED'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 acknowledges that he has read this Agreement and particularly paragraph 21 regarding liquidations and Imitations 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 AWED.If approval is not obtained,the only liability of ALLIED shall be to return to Customer the amount,it any,paid to ALLIED upon the signing of the Agreement by it's 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 any 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 conifict 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:Langur-age 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.2 of 3 Quote#ALLQ36476-A 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 altemate 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.3 of 3 �...m1 ALLIE-1 OP ID:AW ACORCY DATE(MM/DD/YYYY) `....►-- CERTIFICATE OF LIABILITY INSURANCE 11/30/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Alan Wolfson,AAI Fidelity Associates,Inc. PHONE 509-747-3121 FAX P.O.Box 3144 INC.No.Ext): (NC,No): 509-623-1073 Spokane,WA 99220-3144 E-MAIL Scott K.Jones CPCU AAI ADDRESS:alan.Wolfson@hubinternational.com INSURER(S)AFFORDING COVERAGE NAIL# INSURER A:Everest Indemnity Insurance Co INSURED Allied Fire&Security,dba: INSURER B:Allmerlca Financial Benefits Allied Safe&Vault,Inc. 425 W.Second Avenue INSURER C:Underwriters at Lloyd's Spokane,WA 99201-4311 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DDIYYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X X 51GL007840-151 09/15/2015 09/15/2016 PREMISES(Ea occurreD nce) $ 500,000 A X Prof.Liability 51GL007840-151 09/15/2015 09/15/2016 MED EXP(Any one person) $ 10,000 A X Stop Gap Liab. 51GL007840-151 09/15/2015 09/15/2016 PERSONAL&ADV INJURY $ 1,000,000 GE 'L AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X JEC PRO-T LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: Stop Gap $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) B X ANY AUTO X X AW2A727385 09/15/2015 09/15/2016 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED — BODILY INJURY(Per accident) $ AUTOS _ AUTOS — HIRED AUTOS AUTOS (Per PROPERTY)DAMAGE $ (Per accident X XSAutoLlab X UH2A727560 XS Auto Liab. $ 3,000,000 UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 3,000,000 A X EXCESS LIAB CLAIMS-MADE X X 51E0001203-151 09/15/2015 09/15/2016 AGGREGATE $ 3,000,000 DED X RETENTION$ 0 $ WORKERS COMPENSATION PER STATUTE X ER H AND EMPLOYERS'LIABILITY A ANY PROPRIETOR/PARTNER/EXECUTIVE Y51GL007840-151 09/15/2015 09/15/2016 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? I / N I A (Mandatory In NH) WA STOP GAP EMPL.LIAB. E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C CYBER Package 481039 09/15/2015 09/15/2016 CyberLiab 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) The City of Spokane Valley, WA is Additional Insured as respects operations of the Named Insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Spokane Valley,WA 2426 N.Discovery Place Spokane Valley,WA 99216 AUTHORIZED REPRESENTATIVE akAlk 00.184,14. 1 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY ECG 20 599 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -AUTOMATIC STATUS WHEN REQUIRED IN WRITTEN CONTRACT OR AGREEMENT WITH YOU - INCLUDING COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to D. With respect to the insurance afforded to an include as an additional insured any person or additional insured, the following additional exclu- organization for whom you are performing opera- sions apply: tions, but only when you and such person or or- This insurance does not apply to: ganization have agreed in writing in a contract or agreement prior to the commencement of such 1. "Bodily injury", "property damage" or"personal operations that such person or organization be and advertising injury" arising out of any act or added as an additional insured on your policy. omission of an additional insured or any of its Such person or organization is an additional in- employees. sured only with respect to liability for "bodily inju- 2. "Bodily injury", "property damage"or"personal ry", "property damage" or"personal and adverbs- and advertising injury" arising out of the ren- ing injury" but only to the extent caused, in whole dering of, or the failure to render, any archi- or in part, by: tectural, engineering or surveying services, 1. Your acts or omissions; or including: 2. The acts or omissions of those acting on your (a) The preparing, approving, or failing to behalf; prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, in the performance of"your work" for an addition- change orders or drawings and specifica- al insured. tions; or B. The insurance afforded to an additional insured (b) Supervisory, inspection, architectural or shall only include the insurance required by the engineering activities. terms of the written agreement and shall not be broader than the coverage provided within the 3. "Bodily injury", "property damage"or"personal terms of the Coverage Part. and advertising injury" arising out of any con- C. The Limits of Insurance afforded to an additional struction projects that are part of a ex- insuredconsoli- shall be the lesser of the following: dated (wrap-up) insurance program. This clusion also applies to any: 1. The Limits of Insurance required by the writ- (a) Work or operations performed; or ten agreement between the parties; or 2. The Limits of Insurance provided by this Cov- (b) Materials, parts or equipment furnished; erage Part. in connection with such wrap-up construction projects, regardless of whether they are per- formed or furnished at the location of the wrap-up construction project or anywhere else. ECG 20 599 05 09 Copyright, Everest Reinsurance Company 2009 Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. COMMERCIAL GENERAL LIABILITY POLICY NO. : 510L007840151 ECG 24 5220402 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: BLANKET AS REQUIRED BY WRITTEN CONTRACT (If no entry appears above,information required to complete this endorsement will be shown In the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV — COMMERCIAL GENERAL LIABILITY CONDITIONS)Is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your operations or'your work`done under a written agreement that requires you to waive your rights of recovery.The written agreement must be made prior to the date of the"occurrence'.This waiver applies only to the person or organization shown In the Schedule above. • ECG 24 52204 02 Indudes copyrighted material of Insurance Services Office, Page 1 of 1 t7 Inc.,with its permission.