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16-195.00 Allied Fire & Security: Street Shop Card Access Iia-1`t'S as %ALOE D FIRE & SECURITY® Project Quotation TQTAL iNTEGRATEO PROTECTIQrV 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 CCB#64465 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: 11/21/16 Direct#: 509.321.8805 Email: eostlund@allied-security.com Quote#: ALLQ43064 W/S#: Purchaser Name: City of Spokane Valley Project Name: City of Spokane Valley Access Control Billing Address: 11707 E. Sprague Ave, Suite 106 Site Address: Street Shop Spokane Valley,WA 99206 17002 E Euclid Avenue Spokane Valley, WA 99216 Contact: Greg"Bing"Bingaman Contact: Greg "Bing" Bingaman Phone: 509.720.5050 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 access control on the west main entry door and south entry door. Install (2) PoE IC door controllers near access control doors. Customer to provide access to(2) PoE ports on site network switch for door controllers. Quote is based upon prevailing wage. PW-6101 is for use with Pro-Watch 3.81 or higher. Option: Wireless outdoor vehicle sensor system. Quote applies to the attached Sales&Service Agreement Revised for City of Spokane Valley: 1/18/14 Bill of Materials: 0.131. Description Unit Price Extended Price West Main Entry Door 1 Honeywell PW-6101 Single door PoE Intelligent Controller Supports two door using a single reader or two readers with an in/out reader configuration. Provides 2 inputs/2 outputs and up to 16 PW6K1 R1 E reader modules. For use with Pro-Watch 3.81 or higher 1 Honeywell OmniProx HID Compatible, Single-Gang (US) Reader 4"/10.2 cm—Honeywell Logo RoHS Compliant 1 Honeywell IS310 White Request to Exit Sensors 1 Honeywell Suppressor Kit for outputs providing proper protection against electrical spikes 1 Clark Electric Cylindrical Lock, FSE, Storeroom, 12V, R 1 Rutherford 7" Heavy Duty Door Loop, Silver 2 Don-Jo 71-628 Push Plate (4"X 16") 1 GRI Door Contact 1 STI Enclosure, 11"x 11"x 3", Beige 1 STI 14-Gauge Back Plate, STI-EM111103 1 STI #544 Cabinet Lock South Entry Door 1 Honeywell PW-6101 Single door PoE Intelligent Controller Supports two door using a single reader or two readers with an in/out reader configuration. Provides 2 inputs/2 outputs and up to 16 PW6K1 R1 E reader modules. For use with Pro-Watch 3.81 or higher 1 Honeywell OmniProx HID Compatible, Single-Gang (US) Reader 4"/10.2 cm —Honeywell Logo RoHS Compliant 1 Honeywell IS310 White Request to Exit Sensors 1 Honeywell Suppressor Kit for outputs providing proper protection against electrical spikes 1 Clark Electric Cylindrical Lock, FSE, Storeroom, 12V, R 1 Rutherford 7" Heavy Duty Door Loop, Silver 2 Don-Jo 71-628 Push Plate (4"X 16") 1 GRI Door Contact 1 STI Enclosure, 11"x 11"x 3", Beige 1 STI 14-Gauge Back Plate, STI-EM111103 1 STI #544 Cabinet Lock 1 Allied Materials and Supplies-Wiremold 50 Tri-Ed 18/2 Stranded CMR/CL3 Wire 100 Tri-Ed 22/4 Stranded, CM/CL2 Wire 50 Tri-Ed 22/8 Stranded Shielded CMR/C Wire 200 Tri-Ed CAT5e Wire SubTotal $2,577.19 1 Allied Installation &Travel Labor 1 Allied Permit fees 1 Allied Prevailing Wage Filing Fee (WA State) SubTotal $3,456.00 Page 2 of 4 ALLQ43064 www.alliedfireandsecurit .com-Rev 04/26/2016 AMMO FIRE&SECURITY' Option:Wireless Driveway Entry Alert, (2) Outdoor Sensors 1 Optex Wireless 2000 Driveway Entry Alert W/Receiver& Transmitter Optex Wireless Outdoor Transmitter SubTotal $302.19 1 Allied Installation &Travel Labor SubTotal $460.50 Project Terms and Conditions Included: -Prevailing wage -Prevailing wage filing fee -Electrical permit -Provide and install all wire, equipment and door hardware per quote -Programming -Testing -Training Exclusions: -Employee data input -Provide and install all conduit, raceway and trade boxes -Provide 120 VAC to specified location -Network connection to PoE switch and static IP address -All applicable sales and use tax Clarifications: -Wireless sensors distance is affected by obstacles in the wireless path -Progress billing throughout project. -Special order items may be subject to a 25% restocking fee or be non-returnable -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. Terms& Conditions: Quote applies to the attached Sales& Service Agreement Revised for City of Spokane Valley: 1/18/14 Page 3 of 4 ALLQ43064 www.alliedfireandsecu .com-Rev 04/26/2016 /_ t FIRE&SECURITY' 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= $6,795.88 *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: Allied Fire&Security AaL Authorized Signature: Authorized Signature: Ate Bated Name/Title: C(�a/ /l4 G t�J,Lq Printed Name/Title• ' /(�n(//✓9 . !! Q Date: /2'ZI-/eG Thank you for the opportunity quote this project. Please feel free to contact us if you have any questions or need additional information. Page 4 of 4 ALLQ43064 www.alliedfireandsecurity.com-Rev 04/26/2016 AALEII FIRE&SECURITY' Quote#ALLQ43064 TERMS AND CON3MONS FIRE ALARMS—NOTICE:Unless a Fre Alarm System designed to Code and approved by Authority Haring Jurisdiction(AELI)is selected to be installed,AWED makes no rotation that the fire alarm detection equipment meets NFPA 72,local Dade,fire depedrrrent or any(Al-Li)requinernents,and itis not AWED's resp rsbilityy 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 anal merit or professional engineer,properly permitted,impeded and approved by AHJ. Sutscnber represerds that existing fire alarm system is approved by AHJ and that any repairs or replacement parts installed byAWED are not additional equipment which wall requre AEU 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 Internet If data storage is selected service,ALLIED shall store data received from Buyer's system for one year.AWED shall have no liability for data oornpti«n or ihabrTdy to retrieve data even if caused by AW Ell's negligence.Buyer's data shall be maintained confidential and shall be retrieved and released only to Buyer or upon Buyers authorization a by legal Rooms.Telephone or mntemet access is not provided by AWED and AWED has no resporusrbiTityfor such access or IP adciess service.AWED shall have no tabrlilyfor unauthcriebol access to the system through the Internet a other communication networks or data comp ion 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 o interest thereon,levied on the leased property,its use,or relating to the Lease,but Lessee shall not be respomtle for payment of franchise taxes and taxes computed ah the income of Lessor.Lessee shall file all returns required therefore,and knish copes thereof to Lessor.Lessor will cooperate with Lessee and finish Lessee with any infomuatim available to Lesser in connection Lessee's obligation under this paragraph 2. COMMUNICATION SOFTWARE REMAINS PERSONAL PROPERTY OFALLIED:ALLIED shall instruct Stbecnber in the proper use of the sea"system,install,program and service in the prertdses of the SuU:Gerber,communication software which shall remain the sole personal property of AWED and shall not be considered a fixture ora part of the realty,and Sufualber shall not permit the attachment thereto of any apparatus not funished by ALLIED.Communication software is part of the i siunent panel programmed to transmit it asignal.Passeode to CPU software remains property of AWED.Provided Stt sarberperfcerrsths agreement for the fun term thereof,capon termination ALLIED shall at its option provide to Subsaieerthe pesscodetothe CPU software or change the passmdeto the manufacturers default cede a ALTERATION OF PREiIISES FOR INSTALLATION:AWED is authorized to make preparations such as drilling holes,diving nails,making attachments or doing any other ding necessary in ALUMS sole dsaetian for the installation and serviced the secuily system,and AWED shall not be responsible for any conchal seated thereby as a result of such Via,service,or removal of the security system,and Subsaber represents that the owner of the prernises,if other than Su trsaber,authorizes the installation of the system under the terms of this agreement 4. SUBSCRIBERS DUTY TO SUPPLY ELECTRIC AND TELEPHONE SERVICE:Subsaber agrees to furnish,at Srt eater's erg erre,all 110 Volt AC pourer and electrical outlets and receptades,Internet comedian,high speed boacberd cable a DSL and IP Address,telephone hook-r.ps,RJ31x Block or equivalent,as deemed necessary by AWED. 5. SUBSCRIBER RESPONSIBLE FOR FALSE AIARMSIPERI T FEES:Slbscrber is resporsrble for all alarm permits and permit fees,agrees to file fa and maintain any permits required by applxxble law end indemnify or rdrrbrse ALLIED for any fines relating to permits or false alarms AWED shall have no liadlity for permit fees,false alarms,false alar fines,fire response,any damage to personal or reel propertyor personal amjuycaused by fire or potoe department response to alar,whether false alar or otherwise,or the refusal of the fire department to resp nal In the evert of teminatan of fie or police response byte police afire depart met this contract shall nevertheless remain in full force and Sibsanber shall remain liable for all payments provided for herein.Should AWED be required by a fisting a hereinafter enacted law to perform any service or furnish any material not specifically covered by the terms of this agreement Subscribe agrees to pay ALLIED for such service or material. 6. UEN LAW:AWED or any sutxontractor engaged by AWED to F:erfam the work or funish material who is not paid may have a daim against purchaser a the owner of the penises if other than the ptrdhasewtich maybe enforced against the property in accordance with the applicable Gen laws. 7. BUYER'S CARE OF EQUIPMENT:REPAIRS AND ADDfTIONS:Buyer agrees not to tarperwith,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 editions to the system made necessary as a result of any painthmg,alter-Am,rer cdel'rg adarmage,inducing damage caused by uhauthaiaed irdni ion to the perrises,lightning or electrical surge,except for ordna ywear and tear,in wIich event repair or replacement shall be made by AWED without at itienal charge. Batteries,electrical surges,fgtfering damage,obsolete components and components ecceecing manufacturer's useful life are not iduded in service and will be repaired or replaced at Subsabers expense. 8. SERVICES:Allied has designed a system(s)for the Customer whose signahae appears on front page(hereafter,'Custome").That system is described in the Proposal and Sales Agreement("Proposal) (nurture noted above)executed along with this Sales and Service Agreement(Agreement).The terms d that Proposal are hereby made a part of this Agreement Customers signature indcates that Customer has appoved the system as designed and deserted Allied shall install,service,and warranty the system as desabed in the Proposal.The terns of this Sales and Service Agreement shall=Iv to all chance orders scedfic to the eouianent/labor sold on this agreement 9. INSTALLATION CHARGES:Qstorne saws to pay Allied,its agents or assigns,the installation charge and,if applicable,the maintenance,mortaring,and/or lease charge,all as fisted in the Proposal. Payment is subject to the terns and c r itios sot out in the Proposal,this Agreement,the Maintenance&Inspection Agreement,andror the Monitoring Agreement 10. INSTALLATION,MAINTENANCE,SERVICE:Customer hereby authorizes and empowers Allied to perform a case to be performed the work necessary to fulfill the terms of this agreermert,including but not limited to irstallatien,mairtenaae,inspection,testing,and repair of the systems on Customer's premises.Such work shall be performed in a wakrmardice rmamer in acordance with Atiieds stardard practices and shall be completed in accordance with a mutually agreed wan schedule(based upon coverage between the hays of 8 am.and 5 p.m Modaythrough Friday,within reasonable time after receiving notice iron sutuaberthat service is required,exclusive of Saturdays,Sudays and legal holidays).Service p forrmed outside the Hours of Cperabon,oras result of the failure of the Customer or its agents to adhere to the manufacturer's requirements,or that is outside the scoped this Agreement,shall be chargeable at Altieds prevailing rates The dbl.:..on d Allied to provide service related to the maintenance of the system pertains sdeyto 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 Custaner or any third party attained to Alied equipment std or leased prsuat to this Agreement,mess specifically agreed upon in the Proposal.In order to protect Customer from losses resuling frau,damage to,a destnxion of Allied systems,Customer shall induce 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 vide the equipment is located an the premises upon which it was installed The Service Agreement entered along with this Agreement sots forth Customer's c gatiom to keep the eg dpme t in,or restore the equipment to,good working order.Service provided by Ailed 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.Notwit sia ting the condition d Buyer's penises, cr AUJED's putebtilyofperformanceoaxsioredbycorditionofBuyerspremises,Buyer shall remain lade for monthly payments for the tam of ttis agreement without offset a redction. 12. ACCESS:Allieds technicians shall have full and free access to the equipment covered undo this agreement as required to service that equipment in the mariner most efficient to Allied 13. OWNERSHIP:(EXISTING EQLIIPMEN),Customer represents that Customer is the owner of the equipnet to be serviced under this Agreement If Customer is not the owner,Customer represents that ft has authority the owner to allow Med to service owner's equipment under the terms dthis Agreement.Customer agees to indenniyAlliedfrom losses suffered byMed that remit*DM tains by owners that Ailed lacked pernissicn to service owner's equipment 14. DELETE PROGRAMMING:Upon termination of this agreement AWED shall be permtted to remotely delete programming and AWED shall not be required to service the system,and may order the temwnaten of any central office noritaeg or other services,and Buyer shall remain fable for all payments called for herein for the rermafning balanced the centred term 15. OPERATION OF ONSITE SECURITY VIDEO,ACCESS CONTROL,AND RRE 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 priorto 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 fclav proper cperatirg procedures(f Customer requires Allied service);if Allied representatives are sent to Customers penises in response to a service call or alarm signal cause!by Customer irpropedy following operating hnsbuctias or faTrg to dose or properly secure a protected point,to pay an aditimal service charge at the prevailing rate par occurrence,that all walls,doors,skylight,windows or other such elements of the premises as row constructed or to be constructed are or will be placed and maintained in such condition,at Customers exprse,as to permit proper installation of operation of the system(s). 16. AWED'SRIGHT TOSUBCONTRACT SPECIAL SERVICES:Customer agrees that ALliED Is authorized arid permitted to sifroriractayservicestobeprovidedbyAUJEDtothirdpartieswhomaybe independent of AWED,and that AWED shall not be liable for any loss or damage sustained by Customer by reason of fire,theft,buglary or any other cause whatsoever caused Lythe negligence ofthird parties,and that Customer appoints ALLIED to ad as Customer's agent with respect to such third parties,except that ALLIED shall not obligate Customer to make any payments to such third parties. Qalomer advnowiedges that this agreement,aid paticulary those paragraphs ralali g to AW ED's dsdairmer of waranfies,exerpticn from tadlity,imitation of liability and indemnification,insure to the benefit of and are applicable to any assignees,atxxntradnrs and comnuication centers of AWED. 17. DELAYS-INTERRUPTiON OF SERVICE:Allied shall not be fable for any losses o injuries resulting from delays,including without limitation delays in service and respase times,regadess of the cause of such delays.Allied shall not be fable for losses a injuries resulting from interruptions in service,strikes,riots,floods,ads of God damage to or loss of conrnudcatio lines or other signal transmission Ines,or from any sent beyond the central d Allied Allied MI not be required to furnish service to Customer during any period of service item fiort 18. EQUIPMENT COVERED:The equipment covered by this agreement is described in the attached Proposal ardor Bill of i aterialdUst of Equipment,ahcVor Sales and Service Agreement as applicable. 19. EXCLUSIONS:Services to be povided by Allied pursuant to this Agreement do not include: a Repair of damage a increase in service lime caused byte falue to continually provide a suitable operating ernrirorrmert for al facilities as presabed by Ailed anclidthe equipment manufacturer.Such falces include,but are not limited to,the failure to provide adequate and regulated electicd power,aircondtioning or humidly conked;the failure of electrical power,air condtiadng or tumidity control systems;and all special requirements as described in the"Desaiption List of Equipment'ardor the Proposal provided with this Agreement. b. Repeir of damage o urease in service time caused by use of the Egli:merit for other than the ordinary use for which the equipment was designed a purpose for which f was intended 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.1 of 3 Quote#ALLQ43064 c Repair of damage,the replacement of parts(due to other than normal wear),and repetitive service calls caused by Customer's use of supplies or equipment that has not been approved by the mar .uta . d Repair of damage or irrcnease in service leve caused by.aadde d or disaster,inducing without limitation,fire,flood,water,wind and lightning;transportation,neglect or misuse,or alterations.This exclusion includes,but is not to be lmited to,any alteration to a deviation from Allies physical,mechanical or electrical machine design.This indu des eddng or irdeoartecting mhec hanicel or electrical devices a egdpmerd not supplied by Al led a Elect ic&wort external too the equipment a accessories furnished byAllied. 20. ADDt11ONAL CHARGES:Urless otherwise specified in the Proposal,service charges forte system are based upon covaage between the hours of 8 am.and 5 p.m.Monday through Friday,within reasonable time atter receiving notice from absorber that service is required exclusive of Saturdays,Sundays and legal holidays Service performed outside the Hous of Operation,or as result of the failure of the Customer or its agents to adhere to the manufacturer's requirements,ements,athat is outside the scope of this Agreemerd,shall be dtargeade at AQeds devaTcng rates.Customer shall not tamper with,aciust, alter,nave,remove,orotherwise interfere with equipment without Alfieds spedfic permission,nor shall Customer permit the same by its agents athiid parties within its contd.Customer agrees to pay Allied at Its prevailing rates for any wak performed by Allied to coned Customer's beads of the faegoing.Allied agrees to perform rernedal maintenance reatrerd 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 Allieds prevailing rates.Charges to original equipment or special order items maybe subject to a 25%restocking fee. 21. LIQUIDATED DAMAGES—ALLOYS UMTS OF LIABILITY: a) ON SITE SECURfiYIRRE SYSTEMS,COMMUNICATIONS DEVICES,AND/OR SECURffY 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 iabilly undertaken,and such sumps are not related to the value of properly belonging to customer a to aunt-party property located on Qhs premises.Customer does not seek indemnity bythis agreement from AWED,and spedfaalywaives any daims for compensation relating to injuries,damages or losses cased by a arising from the persons a property of Customer ani/or Customer's invitees,or guests.AWED 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 AWED shall not be Bade for any of Custom's losses a damages,except those caused byte nagfgerd or intentional ads oromissions of AWED, It any,and arty such lability shall only be uiredly proportionate to the negligent a intentional acts or omissions of AWED 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 ort he awed),edy of others kept on the protected premises which maybe lost,stolen,destroyed,or damaged a otherwise affected by occurrences which the system is designed to detect or avert.Due to the inability of ALLIED to este/Ash a causal connection between systems or service problems and Customer's possible loss,it is further agreed that it AWED should became liable fa any losses Cr damages attributable to a failure of systems or services in any respect,its total lability to the Customer shall be united 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 AW ED's sole and exdusive liability regardless of the amount of loss or damage insured by the Custermer.No suit or action shall be brought against ALLIED more than one(1)war after the aeaualofthe cause ofaction therefore. Since It is agreed that the Customer retains responsibility d 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 ALLIED from any and all third party claims and lawsuits relating to losses to the extend of each partyy/s proportionate negligent a intentional ads or omissions. This agreement to indemnify and hold hamiess includes Customer's agreement to pay all damages,expenses,costs,and attorneys fees haired by AWED,is employees and agents in the defense d daims brought by third parties against it that arise from or are related to AWED's products or services b) Equipment acrd otfrer prvd>cts In the event that Customer pudhases any equipment or other products(hereafter"Equipment)from Ailed,Customer's daims for damages an limited to the est of repair or replacement of any damaged a defective Equipment Customer hereby waives all claims against Allied for incidental and consequential damages,including without limitation claims for lost pots,bsness intemption,and damage to reputation.Provided,however,that rotting in this provision is intended to affect the temps of anyeepress wanardy provided with the&Opined. 22. TERMINATIONPAYMENf:AWED has the option to terminate this Agreement shaid any payment due hereunder remain overdue for a period of more than thirty(30)days.Should AWED elect to exerdse such cancellation option,said exercise shall be in writing,send by certified mail,return receipt requested,and such cancellation shall be effective upon receipt 23. LEGAL ACTION:In the evert ALLIED refers this contract to an attorney,to recover any amounts owed by Subsaiber to ALLIED hereunder,the parties agree that the amount to be recovered,and any juhxrnerd to be entered,shall include interest at the rate of 1 1/2%per month from the date payment is due and Stbsa er shall pay ALUMS legal fees In any action commenced by ALLIED against Stbsanber,Slbsaimer shall not be permitted to interpose any ceunterdaim.The parties agree that any action,arbitration or Special Proceedng to confirm the arbitration award,maybe commenced,and all papas in connection therewith,served by first dans mai delivered by U.S.Post Office or ovenrght ceder. 24. SUCCESSORS:This Agreement is assignable by AWED,but is not assignable by Customer accept upon the written corserd of AWED,wtich consent will not ureascnably be withheld 25. NON-SOUCRATiON:Buyer ogees that f will rot sofrdt far erriployrmerrt for itself,or any other entity,or employ,in a y capacity,any employee of AWED assigned by AWED to perform any service far or on behalf of Buyer fora period oftwo yeas after AWED has completed provicing service to Buyer.In the event of Buyer's violation of this provision,in addtion to injunctive relief,AWED shall recover from Buyer an amount equal to such employee's salary based upon the average three months precedng employee's termination of employment wih AWED,times twelve,together with AW ED'S counsel and expert witness fees. 26. ENTIRE AGREEMENT:This Agreement is to govern the p ovidrg of services by AWED to Customer as described herein.Qstarter adcnowAedges that he has read this Agreement and palatally paragraph 21 regardrg frquidatiahs and[irritations of lability.Nothing in the Agreement is to be construed as creating a lease ora leasehold agreement between the parties.This Agreement is not bindrg unless approved in writing by an authorized representative of AWED.If approval is rot obtained,the ally iebTdy of AWED shall be to realm to Customer the amount,if any,paid to AWED upon the sigrrrg of the Agreement by ifs Sales Representative.This writing,together with any ndvidually signed aooeptarae of Proposals,rider,other altadrments pertaining to this Agreerment;is intended by the parties as the final expression of their ayear rertwith respect to the subject matter catained herein and also as the complete and exclusive statement of the terms of such agreement,notwithstarrdna any prior, contemporaneous or subsequent purchase order or other document relating to said subject matter.Thee is no cause of dealing or usage of the trade that would supplement or conflict with its terns.This Agreement may only be amended in writing signed by both parties. 27. SURVIVAL:In the evert any paragradds)of this egreerrent are fond invalid,all remaining paragraphs,or potions thereof shall remain in tel force and effect. 28. JURISDICTION AND VENUE:Ills Agreement will be governed by the laws d the State of Washington.Any action brought hereunder shall be bought in the averts looted in Spokane County,Washington. 29. PAYMENT TERMS:Due Upon Receipt Credt card paymeNs of$10,000 or over maybe subject to addtional fees. 30. SECURITY INTEREST/COLLATERAL:Language 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 owner's 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 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#ALLQ43064 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, 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.3 of 3 • �..IN ALLIFIR-03 AWOLFSON A�O�z,O' CERTIFICATE OF LIABILITY INSURANCE DATE Zoe 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 have ADDITIONAL INSURED provisions or 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 __ Hub International Northwest LLC far o, e: 509.747-3121 FAX No: 509 623-1073 PO Box 3144 ) . ...___..__.._._...._... . . ..... .........._.S_ ) _..........__..__- Spokane,WA 99220 Man __._._..._..._.....--.---_.._-.---._____...___-___-.•— INSURER(S)AFFORDING COVERAGE NAIC# _.___...___.__._..___._...._._.__..._---.______..---__.._-.__..............._._.............. _._ ..._..............._._._...........___ INSURER A_Everest IndemnityinsuranceCompany.._..__--_....10851 _ INSURED INSURER B:Alimerica Financial Benefit__._ 41840________ Allied Fire&Security,dba: INSURER c:Underwriters at Lloyd's London 15792 Allied Safe&Vault,Inc. 425 W.Second Avenue INSURER D:Travelers Casual4r&.Surety Company of America 31194__• Spokane,WA 99201-4311 INSURERE: __ 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 --- ----- — - -ADDLSUBR —.-----_....___ —PO—Lit(EFF POLICY EXP _.._.__........__—_._...___._._._— _....__.......__..__._._.__......_ LTR TYPE OF INSURANCE INSD VWD POLICY NUMBER (MM/DD/YYYY) (MM(DEVYYYY) LIMITS A X COMMERCIAL GENERALLIABILITY EACH O _..._NTETD-- $----_ 1,000,000 CLAIMS MADE X OCCUR X X 51GL007840161 09115/2016 09/15/2017 i ISEEs(EaEocc rrrence) $ 00 300,0 X Prof.LiabilityMEDEXP(�,one��) $ Excluded X Stop Gap Liab. 1,000,000 PERSONAL 8 ADV INJURY - .---.-..--.- GEtrL AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE.__$___._„•,,,,_.,•_, '000'000 POUCYI X15' ( I LOC PRODUCTS-COMP/OP AGG $ 2,000,000 _` OTHER Prof.Liability $ 1,000,000 B AUTOMOBILE IJA�LJTY COMBINED SINGLE LIMIT 1,000,000 _Me a4cidePt)____ _$ _.________ X ANY AUTO X X AW2A727385 09/15/2016 09/15/2017 BODILY INJURYSPer person) ,$ - OS ONLY r— AUTOSU�D BODILY INJURY(Per accident). $.._ $ X XS Auto A3 o�"r�[�r XS Auto Liab.GE $ 3,000,000 A UMBRELLA LIAR 1.X OCCUR EACH OCCURRENCE 3,000,000 X EXCESS LIAB -- CLAIMS-MADE X X 51E0001203161 09/15/2016 09/15/2017 _AGGREGATE $ 3,000,000 DED X I RETENTIONS 0 lST AggregateT I $ 3,000,000 WORKERS COMPENSATION 1_ (JTE...LLER ..._...._ _......_..........................................._........... AND EMPLOYERS LIABILITY AAQN�YP�PROPRIETOR/P AUT R/ECUIIVE Y/N NIA EL EACH ACCIDENT $ ( rn I � EL DISEASE-EA EMPLOYEE $ If yes describe_ DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT $ C General Liability 489179 09/15/2016 09/15/2017 CYBER Package 1,000,000 D Crime 103533858 01/19/2016 01/19/2019 Empl.Dishonesty 500,000 DESCRIPTION OF OPERATIONS I LOCATIONS I 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 City Of Spokane Valley,WA THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 11707 East Sprague Ave.,Suite 106 ACCORDANCE WITH THE POLICY PROVISIONS. Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE 0/ , w ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD • • • THIS ENDORSEMENT CHANGES THE POLICY,PLEASE REAR IT CAREFULLY. ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT Attached To and formfnpPort of Policy Effective Date of Endorrement Named Insured 51GL007840151 • 09/15/2015 • Allied Safe&Vault Cot Wires:mown on Ina uoehradons AMU=IFrerrdenr • ReturnPnMum: Sb Se This endorsement modifies Insurance provided under the Iollowin8: COMMERCIAL GENERAL LIABILITY COVERAGE PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE ENVIRONMENTAL CONTRACTING AND PROFESSIONAL SERVICES LIABILITY COVERAGE • . The insurance provided to Additional Insureds shall be primary and noncontributory with respect to any other valid and collectible Insurance available to the Additional Insured,provided that the written contract spedfcafly requires that this Insurance apply one primaryan noncontributory bests. ALL OTHER TERMS AND CONDITIONS OF THE POUCY REMAIN UNCHANGED. • • CASS003 0110 Page 1 of 1 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" "personal personal ry", "property damage" or"personal and advertis- 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, of"your work" for an addition- opinions, reports, surveys, field orders, in the performanceY 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- struction projects that are part of a consoli- C. The Limits of Insurance afforded to an additional dated (wrap-up) insurance program. This ex- insured shall be the lesser of the following: 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. POLICY NO. : 51GL007840151 COMMERCIAL GENERAL LIABILITY ECG 24 522 04 02 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 a§regiment that requires you to waive your rights of recovery.The written agreement must be made prior to the dale of the'occurrence'.This waiver applies only to the person or organization shown in the Schedule above. • ECG 24 522 04 02 Includes copyrighted material of insurance Services Office, Page 1 of i t7 Inc..with its permission. 12/20/2016 Verify Workers'Cornp Premium Status-Employer Liability Certificate Washington State Department of �k�.`xT.Ar4�� Employer Liability Labor and Industries t� Certificate _.................................................................w._.............. .... ��ns spy . .. Department of Labor and Industries Employer Liability Certificate Date: 12/20/2016 • UBI#: 328 031417 Legal Business Name: ALLIED SAFE&VAULT CO Account#: 161,801-00 'Doing Business As'Name: ALLIED SAFE&VAULT CO Estimated Workers Reported: Quarter 3 of Year 2016 "Greater than 100 Workers" (See Description Below) Workers' Comp Premium Status: Account is current.Firm has voluntarily reported and paid their premiums. Licensed Contractor? Yes License: Multiple Active Licenses Account Representative: T1 /DESTINY ADAMS (360)902-4873 -Email: ADAF235@lni.wa.gov What does "Estimated Workers Reported" mean? Estimated workers reported represents the number of full time position requiring at least 480 • hours of work per calendar quarter. A single 480 hour position may be filled by one person,or several part time workers. Industrial Insurance Information Employers report and pay premiums each quarter based on hours of employee work already performed,and are liable for premiums found later to be due. Industrial insurance accounts have no policy periods,cancellation dates, limitations of coverage or waiver of subrogation(See RCW 51.12.050 and 51.16.190). • httpsJ/fortress.wa.gov/Ini/crpsi/AcctinfoPrintaspx?Accountid=161801008,AccountManager=T1+%2f+DESTINY+ADAMS+(360)902 4873+-+Email%3a+ADAF... 1!1