10-045.00 Stanley Security SolutionsSecurity Solutions Installation and Service Agreement No.
This Agreement is made and entered into this 1st day oJMarch 2010 between Stanley Convergent Security Solutions, face, located in Naperville, Illinois, hereinafter referred to as "SCSS" and Spokane Valley Sheriff's
Office, hereinafter referred to as "Customer".
1. System and Service
SCSS agrees to famish installation, monitoring and/or repair services, during the term of ibis Agreement, at the premises of the Customer located at: 12710 E Sprague Ave, Spokane, WA 99216 a Video system as
descrbed in the attached Schedule of Service and Protection.
2. Terms, Renewal and Expiration
This Agreement is effective as of the execution date of this Agreement and shall have an 'fi term o ty snx 36) month Ii om the date the system first becomes operative under this Agreement, and thereafter
shall be automatically renewed for consecutive terms of one year, unless either party gives wntlou notice a( leastlixty (60) days prior to the and of such term, to the other of intent to allow the Agreement to expire as
of the end of the Oren- current term.
3. Payment and Scope (prices do not include any applicable state and local sales or use tax):
A. Payment - Customer agrees to pay SCSS:
i ,SDAUor the total installation of the system.
a. upon signing of this Agreement
b. Progress payments as follows:
� —,
C. �up of the installation, plus a telephone installation and/or connection charge of,
C R. _525 4¢ _cervices p_ermoniti, as described in the Schedule of Service and Protection, payable 0 quarterly o semi- annnally, or O annually, in advance commencing from the fast (1st) day of the month
following the date The system becomes operative. Customer also agrees to pay interim charges in the amount of approximately 1/30th of the monthly charges for each day from and including the date the
system becomes operative until the rust (]tat) of the following month. For financed systems, an additional monthly is payable for the term of the financing Agreement.
fil. SCSS may at any time following the expiration of twelve (12) months of this Agreement, increase the monthly charge specified in 3.A.ii, once a year. if SCSS increases the basic monthly charge in any year
by an amount greater than nine (9) percent, customer may terminate the Agreement upon written notice to SCSS within fifteen (15) days of notification of such increase.
B. Services
J. SCSS will provide the services specified on the attached Schedule of Services and Protection.
C. Ownership of liquipmenl. The equipment shall be owned by 0 Customer; 0 SCSS or its assignee (hereinafter "SCSS - owned'); 0 Financed System
Liquidated Damages and SCSS's limits of Lability
A. It is understood and agreed by the parties hereto that SCSS is providing a system and/or service designed to reduce the risk of loss only; that the payments provided for herein am based solely on the value of the
system and/or services as descr herein and are unrelated to the value of any property located an Customer's premises; that SCSS is not liable for losses which may occur in cases of malfuncton or
nontbnetion of any system provided by, or serviced by, SCSS, that SCSS is not liable for losses whirls may occur in the monitoring, repairing, signal handling or dispatching aspects of the service, even if due to
SCSS's negligence or failure of performance; that SCSS is not liable for losses resulting from failure to warn or inadequate training; that SCSS is not an insurer, and that insurance covering personal injury,
property loss, damage to and on Customer's premises must be obtained and/or maintained by Customer. Customer understands that it is Custeme2s duty to purchase such insurance; that SCSS offers several
levels of protection and services and that the system and/or service described in the Schedule of Service and Protection has been chosen by Customer after considering and balancing the levels of protection
afforded by various systems and the related costs.
B. IT iS AGREED THAT IT iS IMPRACTICAL AND EXTREMELY DIFFICULT TO FiX ACTUAL DAMAGES WHiCH MAY ARISE IN SITUATIONS WHERE THERE MAY BE A FAILURE OF THE
SYSTEM AND/OR SERVICES PROVIDED, DUE TO THE UNCERTAIN VALUE OF CUSTOMER'S PROPERTY OR THE PROPERTY OF OTHERS KEPT ON THE PROTECTED PREMISES WHICH
MAY BE LOST, STOLEN, DESTROYED, DAMAGED OR OTHERWISE AFFECTED BY OCCURRENCES WHICH THE SYSTEM OR SERVICE iS DESIGNED TO DETECT OR AVERT, INABILITY
OF SCSS TO GUARANTEE POLICE, FiRE DEPARTMENT AND MEDICAL ALERT RESPONSE TIME, AND ESTABLISHING A CAUSAL CONNECTION BETWEEN THE SYSTEM OR SERVICE
PROBLEMS AND CUSTOMER'S POSSIBLE LOSS. THEREFORE IF ARTICLE 4A iS JUDICIALLY DETERMINED TO BE INVALID OR UNENFORCEABLE AND ANY LIABILITY iS JUDICIALLY
IMPOSED ON SCSS, iTS EMPLOYEES, AGENTS OR REPRESENTATIVES, FOR PROPERTY DAMAGE OR PERSONAL INJURY, SUCH LIABILITY SHALL BE LIMITED TO AN AMOUNT
EQUAL TO THE ANNUAL SERVICE CHARGE OR $10,000, WHICHEVER IS LESS. (IF THERE IS NO ANNUAL SERVICE CHARGE, SCSS'S LIABILITY SHALL BE LIMITED TO $500.00.) THIS
SUM SHALL BE PAID AND RECEIVED EITHER (1) AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, OR (if) AS A LIMITATION OF LIABILITY APPROVED AND AGREED UPON BY
THE PARTIES. THE PAYMENT OF THIS AMOUNT SHALL BE SCSS'S SOLE AND EXCLUSIVE LIABILITY REGARDLESS OF WHETHER LOSS OR DAMAGE iS CAUSED BY THE
PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS UNDER THIS CONTRACT OR BY NEGLIGENCE, ACTIVE OR OTHERWISE, OF SCSS, ITS EMPLOYEES, AGENTS OR
REPRESENTATf YES. NO SUiT OR ACTION SHALL BE BROUGHT AGAINST SCSS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION ARISES. iF CUSTOMER
WISHES SCSS TO INCREASE THE AMOUNT OF THE LIQUIDATED DAMAGES AS PROVIDED ABOVE, CUSTOMER MAY OBTAIN FROM SCSS AN ADDITIONAL AMOUNT OF LIQUIDATED
DAMAGES BY PAYING AN ADDITIONAL MONTHLY SERVICE CHARGE TO SCSS. THiS CLAUSE WiLL IN NO WAY BE INTERPRETED TO ESTABLISH SCSS AS AN INSURER.
C. SINCE THE PARTIES AGREE THAT CUSTOMER RETAINS THE SOLE RESPONSIBILITY FOR THE LIFE AND SAFETY OF ALL PERSONS iN ITS PREMISES, AND FOR
PROTECTING AGAINST LOSSES TO RIS=R OWN PROPERTY OR THE PROPERTY OF OTHERS IN ITS PREMISES, CUSTOMER AGREFS TO INDEMNIFY AND SAVE HARMLESS
SCSS, ITS EMPLOYEES, AGENTS, AND REPRESENTATIVES FROM AND AGAINST ALL CLAIMS, LAWSUITS AND LOSSES, BY PERSONS NOT A PARTY TO THiS AGREEMENT,
ALLEGED TO BE CAUSED BY THE IMPROPER OPERATION OF THE SYSTEM, WHETHER DUE TO MALFUNCTIONING OR NONFUNCTIONING OF THE SYSTEM OR THE
NEGLIGENT PERFORMANCE OR NONPERFORMANCE BY SCSS OF THE INSTALLATION, MAINTENANCE, MONITORING, SiGNAL-HANDLING OR DISPATCHING ASPECTS OF
THE SERVICE.
D. Paragraphs A through C of the Article 4 shall apply to any other company or entity which, in addition to SCSS, furnishes as a subcontractor or otherwise, any installation, monitoring or maintenance services
provided hereunder.
E. Limited Equipment Warranty
Where Customer purchases a security system under this Agreement SCSS warrants that the equipment will be free from defects in material and workmanship for a period of ninety (90) days from the date the
security system is placed into operation. if during this warranty period, any of the equipment or parts are defective or malfunction, they will be repaired or replaced, at SCSS's sole option, free of charge.
Warranty repair is done 8 am-4 pm Monday trough Friday, excluding holidays. This warranty will not apply if the damage or malfunction occurs because the system has been adjusted, added to, altered, abused,
misused or tampered with by the Customer, operated or used contrary to the operating instructions, software has been used with an operating system other than that specified by SCSS or its original equipment
manufacturer ( "OEM'7, performance issues relating to the use of Customer's data network(s), power fluctuations, or any other cause not within the cause or control of SCSS. If inspection by SCSS fails to
disclose any defect covered by this limited equipment warranty, the equipment will be repaired or replaced at Customer's expense and SCSS's regular service charges will apply.
DISCLAIMER OF ALL OTHER WARRANTIES: EXCEPT FOR THE FOREGOING LIMITED EQUIPMENT WARRANTY DESCRIBED ABOVE, SCSS MAKES NO OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE SYSTEM OR SERVICE SUPPLIED MAY NOT BE
COMPROMISED, OR THAT THE SYSTEM OR SERVICE WiLL iN ALL CASES PROVIDE THE PROTECTION FOR WHICH IT IS INTENDED. iN NO EVENT, WILL SCSS, IT EMPLOYEES, OR
AGENTS OR REPRESENTATIVES BE RESPONSIBLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER. SCSS MAKES NO WARRANTIES
CONCERNING ANY EQUIPMENT OR DEVICES ATTACHED TO CUSTOMER'S SYSTEM UNLESS SUCH EQUIPMENT OR DEVICES WERE ORIGINALLY PURCHASED AND INSTALLED
UNDER THIS AGREEMENT.
Miscellaneous Charges and increase m Charges
A. Customer shall pay any City, State or Federal taxes, fees or charges which am imposed upon the equipment, the installation thereof or performance of the services provided for herein, including any increases in
charges to contractor for facilities required for transmission of signals under this Agreement.
B. At SCSS's option, a fee may be charged for any false alarm caused by Customer or for any unnecessary service tan. if either SCSS or Customer is assessed any fine or penalty by any municipality, fire or police
protection district as a result of any false alarm, Customer shall pay the full amount of such fine or penalty.
C. Charges for toll free telephone usage, if selected by customer, are included in the payment described in paragraph 3(A). SCSS may immediately increase is monthly charges to reflect any increase in charges for
toll free service. Customer shall pay any other telephone company toll line charges, including installation.
D. installation charges set forth in Article 3 assume installation will be performed during SCSS's normal working hours and using is own personnel. If Customer requests the installation or any part thereof to be
performed outside ordinary business hours, or if the installation must be performed by outside contractors, or SCSS's wage rates do not apply as a result of prevailing wage requirements, or otherwise, then the
installation charge will be adjusted accordingly.
E. if any government agency requires any changes in the system originally installed, Customer agrees to pay for such changes. It is Customer's responsibility to obtain all alarm use permits required by the local
jurisdiction.
F. SCSS shall charge interest at the rate of 1 '/, % per month, or the maximum permitted by law, on any delinquent balance. A balance becomes delinquent thirty (30) days after payment is due under Article 3. SCSS
may also, upon written notice to Customer, stop providing monitoring and maintenance services if Customer is delinquent an any payment. SCSS may charge 525.00 for any NSF check.
Accepted: (initial)
Css Customer
License Intimation: AL 06.988, Alaboma Electronie Security Board of Ucensure, 7956 Weghn Rd, Montgomery, AL 36116 (334) 264 -9388: AZ ROC204975: CA AC06055; 948019, Alarm cempar y epensuin arc licensed and regulated by the Bureau of
Security & Investigative Services, Dept. ofComumer Affairs, Sacramento, CA 95814: DE 04.158; FAL4001; FSL 0 059: DC 20104XXXX- 660115230: FL EF20000495: OA OA. REG. LVU405586: IL 177001274: LA DI173; BF1431: ME MC60019206:
MD 107 -1174, Maryland state police, licensing division, 7751 Washington Blvd, Jessup, MD 20794: MA 01628: Ml 5103306; 3601205074: MN TS01238: MT 399: NJ 639987;1074465: NY 12000275763, Licensed by NYS Dept. of State. NC 714 -CSA;
17175- SP -LV, Alarm Systems Licensing Bd., 1631 Midtown PI, Ste. 104, Raleigh, NC 27609 (919)875 -3611: ON 53.89.1512: OK 953: OR 161567.813935: SC FA3387; BA5S01: IN C -1190; TX 802140; ACR2639, Texas Com'n on Private Security,
5805 LamerBlvd, Austin, TX 78773: UT 5704068 -6501: VA 114298; 270MS723SA, Commonwealth of Virginia, Dept of C iminal Justice Services, 805 East Bread Street, 91h FL., Richmond, VA 23219: WA HSMELEP944L2: WY LV -A -32;
TLV -A- 15331.
(Peg. l of 3) Rev. to. 1-2008
Co I o- txI
Security solutions Installation and Service Agreement No.
6. Further Obligations of Customer
A. Customer, at its own expense, shall supply appropriate unswitched AC electric power, outlets for such power, located according to SCSS's requirements and telephone company IntHeOMection jacks, if required.
B. Customer shall not tamper with, alter, adjust, add to, disturb, injure, move, remove, interconnect with other equipment or otherwise interfere with equipment installed by SCSS, nor shall Customer permit the
same to be done by others. it is further agreed that Customer indemnities and holds SCSS harmless for any claim arising out of the foregoing and that if any work is requited to be performed by SCSS, due (o
Customer's breach of the foregoing obligations, Customer will pay SCSS for such work in accordance with SCSS's then- current prevailing charges.
C. For those premises where SCSS is to provide monitoring, Customer shall furnish SCSS a list of the names, titles, telephone numbers and signatures of all persons authorized to cuter the premises of Customer
during scheduled closed periods and shall be responsible for updating such lists. In cases of supervised service, Customer shall also furnish SCSS with an authorized daily and holiday opening and closing
schedule.
D. Customer shall set the alarm system at such times as Customer shall close is premises. Customer shall test the alarm system prior to each closed period and shall immediately report to SCSS any claimed
inadequacy in or failure of the system. Customer shall perform a daily walk test of any motion detection equipment used on the premises.
E. Customer shall permit SCSS access to the premises for any reason arising out ofor in connection with SCSS's rights or obligations under this Agreement.
F. Should any part of die system be damaged by fire, water, lightning, acts of God, third parties or any cause beyond the control of SCSS, any repairs or replacement shall be paid for by Customer (ordinary wear
and tear excepted in the case of a SCSS -owned system).
G. Any claim by Customer of improper installation or a defect in the system shall be made in writing to SCSS within thirty (30) days of installation completion.
H. Customer represents and warrants that Customer Is the owner of the premises or, if not, that the owner agrees and consents to the installation of the system an the premises. Customer shall indemnify aad hold
SCSS harmless from any losses or damages, including attorney fees, resulting from breach of such representation and warranty, or from SCSS's inability to recover SCSS -owned system components when
customer moves out of the premises.
I. For those premises where SCSS is to provide central station sprinkler supervisory and water flow alarm or automatic file alarm service, Customer warrants and agrees that all alarm valves, gate valves, pumps,
compressors, inspector test connections, or other elements of the sprinkler system as now installed or to be installed, are, or will be, corrected at Customer's expense so as to be acceptable to the insurance and
other authorities having jurisdiction when equipped with SCSS's signaling devices. Customer Auther agrees to furnish any necessary water through Customer's meter and at Customer's expense, to place hoods
over any open forges or fires. and to pipe all boiler blow -offs and steam exhaust outside the premises to be protected.
L For those promises where closed circuit television equipment is provided, Customer will provide adequate illumination under all operational conditions for the proper operation of the closed circuit television
camera and will provide 110 AC power supply where required as well as shelf or desk space for monitors.
K. it is mutually agreed that the Customer assumes Hill responsibility for the operation of any and all bypass or switch units provided for disconnecting or reconnecting the alarm sounding and/or transmitting
equipment at Customer's premises.
L. Customer represents that, except to the extent it has given SCSS written notice prior to the execution of this Agreement, (f) the work and/or services to be performed hereunder are not subject to any Federal,
State or local prevailing wage statute or regulations, and III) to the best of its knowledge there is no asbestos or presumed asbestos - containing material, formaldehyde or other potentially toxic or hazardous
material contained within, or in, an or under any portion of any area where work will be performed under this Agreement. if such materials (whether or not disclosed by Customer) ate discovered and such
materials provide an unsafe or unlawful condition, such discovery shall constitute a cause beyond SCSS's reasonable control and SCSS shall not start or continue to perform its work under the contract until
Customer has remedied the unsafe or unlawful condition at Customer's sole expense. Customer shall indemnify and hold SCSS and its assigns harmless from and against any and all claims, costs and expenses of
any kind (including attorney's fees) for fines, penalties, back wages, bodily injury, properly damage, delay or work stoppage that arises under or results from a breach of the foregoing representations (regardless
of whether or not Customer disclosed such materials to SCSS).
7. Purther Obligations ofSCSS; Limitations
A. SCSS shall not be held responsible or liable for delay in installation of the system or interruption of service, due to shakes, lockouts, riots, floods, fires, lightning, acts of God or any cause beyond the control of
SCSS, including Interruptions in telephone service. SCSS will not be required to perform installation or supply service to Customer while any such cause shall continuo.
B. For those premises where monitoring is provided, SCSS, upon receipt of an alarm signal from Customer's premises, shall (unless previously instructed otherwise by Customer), make a reasonable effort to
transmit the alarm promptly to the police, fire department, medical agency or customer designated agency having jurisdiction or responsibility. SCSS shall also matte a reasonable effort to notify Customer's
designated representative by telephone of every genuine alarm received unless instructed to do otherwise by Customer. To avoid false alarms, SCSS shall have the rigb4 in its sole judgment, to first investigate
die cause of a signal by either telephoning Customer or dispatching a representative to the Customers premises to determine whether an emergency condition exists warranting notification of the police. Customer
agrees that telephone calls received or transmitted by the Customer Service Center, including die receipt and transmission of alarm signals, may be electronically recorded by SCSS, and that Customer consents to
snob recordings.
C. Customer understands that, H the system Installed under this Agreement Is monitored, due to the nature of the method used for communicating alarm signals to the Customer Service Center, there
may he times when that communication method is not able to transmit signals and SCSS will not receive alarm signals. Digital communicators use standard telephone lines and SCSS does not receive
signals when the telephone system becomes non - operational or the telephone line is cut, interfered with or otherwise damaged. There will be times when any radio frequency method, such as cellular, public or
private radio systems, cannot transmit an alarm signal due to lack of signal strength or availability of a communication channel. Similarly, any otter type of communication method installed under this Agreement
also can experience an inability to communicate alarm signals. Customer understands that SCSS offers several levels of communication methods of alarm signals to the monitoring center and [bat the Services
described on the front page of this Agreement and on the Schedule of Service and Protection have been chosen by Customer after considering and balancing the levels of protection afforded by various
communication methods and the related costs. Customer acknowledges and agrees ghat Customer is solely responsible for the selection of the type of communication method and whether the utilization of mom
than one communication method is required.
D. In case ofpossible communication method trouble detected by SCSS, SCSS shall contact the communication method provider and request that it determine the location of [he trouble, if unknown to SCSS. When
the trouble has been traced to a Customer, SCSS wig make it reasonable effort to notify Customer or the designated representative. In the event any service or repair to Customer's equipment becomes necessary,
SCSS shall, within a reasonable time, dispatch a representative to Customer's premises for the purpose of making the necessary services or repair. It is understood that the communication method provider is not
the agent of SCSS and SCSS shall not be liable for the communication method providers negligent performance or delay in performance.
E. For those premises with a direct connection to the police, fire department or other agency, it is mutually understood and agreed that signals transmitted hereunder will he monitored in police and /or fie
departments or other agencies, and that the personnel of such police and/or fire departments or other agencies are not SCSS's agents nor does SCSS assume any responsibility for the manner in which such
signals are monitored or the response, if any, to such signals.
F. SCSS shall not be responsible for the replacement of equipment or parts no longer commercially available to SCSS.
G. if an Access Control Preventative Maintenance or Software Support option is selected by Customer under this Agreement, SCSS will provide and install software upgrades as they become commercially
available, during normal SCSS working hours. Software upgrades that do not affect the Custonces curent operations, as solely determined by SCSS and the OEM, will not be installed by SCSS. In We event the
Customer elects to have someone other than SCSS install the software upgrade, the Customer shall assume any and all liability for any damage caused pursuant to the installation. Service and upgrades for third
party software not supplied by SCSS arc excluded from this agreement.
8. Title to Equipment and Use ofSCSS-owned Equipment; Proprietary Protection
A. Any SCSS -owned equipment installed on the Customer's premises shall at all times remain solely the property of SCSS, or its assignee and Customer agrees not to permit the attachment thereto ofany equipment
not furnished by SCSS. if Customerpurehases equipment, Customer agrees [hat SCSS retains a security interest in the equipment until the full purchase price is paid. it is further understood and agreed that SCSS
may remove or abandon all SCSS -owned equipment, including all wiring installed by SCSS, in whole or in part, upon tcrmhhetion of the Agreement by lapse of time, default of any monies due hereunder, or
otherwise without any obligation to repair or redecorate any portion of the protected premises, provided that such removal or abandonment shall not be held to constitute a waiver of the right of SCSS, or its
assignee, to collect any charges which have accrued hereunder.
B. Any computer application program and/or documentation, collectively referred to as "Software ", that Is provided by SCSS under this agreement, is owned by SCSS, is affiliates or one of its OEM's and is
protected by United States and international copyright laws and international treaty provisions. Any breach of this agreement will automatically terminate the Customer's right to use this Software, and the
Customer is obligated to immediately return such Software to SCSS. Customer may not copy the Softwam for any reason other than per the dictates of any end user software license agreement Customer may not
reverse-engineer, disassemble, decompile or attempt to discover the source code of any Software. Customer acknowledges that any breach of this section shall result in irreparable injury to SCSS for which the
amount of damages would be unasrertaimble. Therefore, SCSS may, in addition to pursuing any and all remedies provided by law, obtain an injunction against Customer from any court having jurisdiction,
restraining any violation of this section.
9. Termination
A. SCSS may terminate this Agreement immediately upon written notice:
1. In the event Customer defaults in the performance of any of the terms and conditions of this Agreement, including the failure, to make any payment as agreed herein, in which case the balance of all monies
due and for the unexpired [corn of this Agreement shall become immediately due and payable, together with interest at the maximum legally allowable rate. Customer shall also pay attorney and/or collection
fees, defined as an additional thirty-five percent (3554) of the outstanding balance owed, incurred in collecting Customer's account; or
ii. in the event SCSS's Customer Service Center, the telephone lines, wires or SCSS's equipment within Customer premises are destroyed or so substantially damaged that it is commercially impractical to
continue service to Customer's premises; or
iii. As provided in Article 2 relating to expiration and Article 3(A) relating to price increases.
r
Accepted: (initial.)
Cuatom
License Information; AL 06.888, Alabama Electronic Security Board ofLicensum, 7956 Vaugln Rd., Montgomery, AL 36116 (334) 264 -9388: AZ ROC204975: CA AC06055; 848019, Alum eomparhy Wanton arc ganged and regulatedby the Bureau of
Security ,A Jnnstigadw Services, Dept. of Consumer Affairs, Saeramt an, CA 95814: DE 04.158; FAL4100I; FSL -W59: DC 2010430=. 66005230: FL EF20000495: OA OA. REG. LVU405586: IL 127001274: LA D1173; BF1431: MEMC60019206:
MD 107 -1174, Maryland slate pollee, licensing dnisien, 7751 Washington Blvd, Jessup, MD 20794. MA C1628: MI 5103306; 3601205074: MN TS01239: MT399: NJ 639887; 1074485: NY 12000275763, Licensed byNYS Dept- ofState: NC 7I4CSA;
17175•SP.LV, Alarm Systems Licensing Bd., 1631 Midtown P1, Ste. 104, Raleigh, NC 27609 (919)8754611: OH 53.89 -1512: OK 953: OR 161567: RI 3935: SC FA3387; BA5501: TN C -1180; TX B02140; ACR2639, Texas Com'n on Private Security,
5805 LamarBlvd, Austin, TX 78773: UT 5704068 -6501: VA 11- 4298; 2705- 087235A. Comrrmnweaihh afVirginia, Dept efCrfndml Justice Services, 805 EutBmadStrm%9th FL., Riehmond,VA 23219: WA HSMELEP9441,2: WYLV -A -32;
TLV -A- 15331.
(Page 2 or3) Rev. 10.1 -2008
Security Solutions Installation and Service Agreement No.
B. Customer may terminate the Agreement:
L immediately upon written notice, in the event Customer's premises are, by any cause beyond the control of the Customer, destroyed or so substantially damaged that it is commercially impractical for
Customer to continue any operations at such premises; provided that if the Customer is using SCSS-owned equipment, the Ctutomermust pay SCSS all payments remaining to he made under this Agreement
through its scheduled expiration; or
ii. As provided in Article 2 relating to expiration; Article 3(A) relating to price increases; and Article 11 relating to assignment.
C. Upon termination of this Agreement, Customer shall permit SCSS access to Customer's premises in order to deactivate the telephone tine signaling device and/or to remove the equipment pursuant to Article 9.
10. Assignment
This Agreement is not assignable by The Customer except upon written consent of SCSS first being obtained. SCSS shall have the right to assign this Agreement, or to subcontract any of Its obligations under this
Agreement, without notice to, or consent of, the Customer.
11. No Subrogation
Customer does hereby for itself and other parties claiming under it, release and discharge SCSS from and against all claims arising from hazards covered by Customer's Insurance, it being expressly agreed and
understood that no insurance company or insurer will have any right of subrogation against SCSS.
12. Severability avid Savings
In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, void, illegal, or unenforceable by any court, arbitrator, or governmental agency, the remaining
provisions of this Agreement shall remain In fall force and effect, and the invalld, void, Illegal, and/or unenforceable prov)sion(s) shall survive to the extent not so held.
13. 'Mal by Jury
Both parties to this agreement, knowingly, voluntarily and intentionally waive any right they may have to a trial by jury in respect of any litigation arising out of, under, in connection with, or relating to this
agreement.
14. Choice of law
This agreement is entered into in the State of Connecticut and stood be interpreted, enforced and governed under the jaws of the State of Connecticut without regard to application of conflicts of laws principals that
would require the application of any other law. Any action regarding this agreement or otherwise brought against SCSS by or on behalf of any party to this agreement, its agents, assigns, subsidiaries, and/or
executors shall be maintained in a court in Hartford, Connecticut. If the claim could be brought in federal court, the action shall be maintained in (he United States District, District of Connecticut, Hartford Division.
15. Entire Agreement
It is agreed to and understood by the parties flit this Agreement, including the provisions of Article 4 and on the attached Schedule of Service and Protection and Schedule of Equipment and Services, constitute the
entire Agreement between the parties, and supersedes and replaces all other prior understandings or agreements, whether oral or written, relating to the premises covered by this Agreement. This Agreement may not
be changed, modified or varied except in writing, signed by an authorized representative of SCSS. It is understood and agreed by and between the parties hereto, that the terms and conditions of this Agreement shall
govern notwithstanding any additional or inconsistent terms or conditions contained in any purchase order or otter document submitted by Customer. This Agreement shall not become binding on SCSS un til
anoroved and accepted by SCSS as provided below_ Customer hereby acknowledges that he/she has read this entire Agreement and agrees to be bound by all its terms and conditions.
t �n / 1
Sales Representative � ` H igmture)
r�1e�
Name (Print or Type) Z(
Date /
Bank Reference
AccoontNumbcr
NOT BINDING ON SCSS WITHOUT AUTHORIZED MANAGEMENT APPROVAL SIGNATURE
License information: AL 06.888, Ala — Electronic 8eeurity Board
Saurity 6c Investigative Services, Dept. crConsumer Affairs, Samm
MD 107 -1 174, Mmylandstate police, licensing division, 7151 Washir
17175- SP -LV, Alarm Systems Licensing Bd., 1631 Midtown Pt., Ste.
5805 Lamer Blvd., Austin, TX 78Y13: UT 5704M4501: VA 11429
TLV -A- 15331.
Telephone
AL 36116 (334) 264 - 938& AZ ROC204975: CAAC'N055; 848019, Alarm company operators ere Seemed and reswatedby 0e Bureau of
1059: DC 201043= - 66005230: FLEF20000495: GA GA.ItEG. LVU405586: JL 127001274: LA D1173; BF1431: ME MC60019206:
5103306; 3601205074: MN TS01238: MT 399: NJ 639887, 1074485: NY 12000275763, Licensed by NYS Dept aMatc: NC 114 - GSA;
1- 99.1512: OK 953: OR 161567: it[ 3935- SC FA3397; BA550t: TN C-1190; TX B02140; AQt2639, Texas Com'n on Printe Security,
Dept ofCtiminak Justice services, 805 FanHmad Stm4 9th M, Richmond, VA 23219: WA HSa1FJ"944L2: WYLV -A -32;
(Page 3 of3)Rev. to- 1.2008
w
Security Solutions Schedule of Service and Protection (Equipment & Installation)
ANY OR ALL SERVICES PROVIDED BELOW ARE DEFINED IN AND SUBJECT TO THE TERMS AND CONDITIONS OF THE
ATTACHED INSTALLATION AND SERVICE AGREEMENT DATED 31112010 BETWEEN STANLEY CONVERGENT SECURITY
SOLUTIONS INC. AND Spokane Valley Sheriffs Office FOR SERVICES AT 12710 E Sprague Ave, Spokane, WA 99216.
System Information
Intrusion: Access Control: Fire: CCTV:X
Customer To Provide
11 vac Power Outlets;Lighting Conditions f or CCTV;Secured storage of o n -site eq uipment
Quantity Equipment Part Number
Existing Equipment
Quantity Equipment
Pricing & Deposit Terms
Accepted By
Total Installation Price
USD 0.00
Sales Tax (if applicable)
Custo S' na
Total Price
USD 0.00
Deposit (in -hand)
Balance Due Upon Completion
USD 0.00
Dat J
Total Monthly Fee
USD 25.00
T
Ownership of Equipment. The equipment shall be
owned by the customer.
Rep Initials
Securit Solutions Schedule of Service and Protection (Services)
ANY OR ALL SERVICES PROVIDED BELOW ARE DEFINED IN AND SUBJECT TO THE TERMS AND CONDITIONS OF THE
ATTACHED INSTALLATION AND SERVICE AGREEMENT DATED 31112010 BETWEEN STANLEY CONVERGENT SECURITY
SOLUTIONS INC. AND Spokane Valley Sheriffs Office FOR SERVICES AT 12710 E Sprague Ave, Spokane, WA 99216.
Monitoring Services
Monitoring Services
eServices
Intrusion Alarm Monitoring
24 Hour Auto Dialer Testing
eAccountManager
Fire Alarm and Sprinkler Monitoring
Weekly Auto Dialer Testing
eAccountManager Plus
Critical Condition Monitoring
Open / Close Signal Supervision
Basic eDataManager
Medical Response Monitoring �+
Open / Close Signal Tracking
Advanced eDataManager
Elevator Telephone Monitoring
PIN Management By Stanley
Premium eDataManager
Additional Intrusion Alarm Monitoring
Open / Close Reports
Premium Plus eDataManager
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Additional Fire Alarm and Sprinkler Monitoring
Standard Exception Reports
eAccessManager
Additional Critical Condition Monitoring
Customized Exception Reports
_
eAccess Card Management
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Additional Medical Response Monitoring
Sonitrol Audio Monitoring
eAccess Photo ID Badge Management
Hold -Up or Panic Alarm Monitoring
Sonitrol Managed Access
eAccess Visitor Entry
Additional Area Monitoring
Sonitrol Combo Audio Intrusion & Managed Access
mySonitrol Standard
mySonitrol Pro
SonaVision
eVideo
Communication Back - Up
Additional Services
eVideo Alarm Verification
Basic Cellular Back-Up�
UL Fire Alarm Certificate
eVideo Guard Tour
Advanced Cellular Back -Up
UL Intrusion Alarm Certificate
eVideo Open / Close Recording
Basic Radio Back -Up
UL DOD Alarm Certificate
eVideo Escort
Advanced Radio Back -Up
Specialized Billing
eVideo Open Supervision
Internet Communication Back -Up I
Software Support
eVideo Close Supervision
Internet Communication Back -Up II
Board or Direct Connection
eVideo Live
Internet Communication Back -Up III
Runner or Guard Response
eVideo Audit
Advanced System Knowledge & Training
X Technical Assistance Center Support
Annual Training Package
Semi- Annual Training Package
Fire Test & Inspection
Annual Fire Test & Inspections
Semi - Annual Fire Test & Inspections
Quarterly Fire Test & Inspections
Monthly Fire Test & Inspections
The scheduled appointments include a visual inspection of devices, operational records. Tests and
Inspections are documented and provided for customers. Test of system components and verification of
communication link. Induces access to telephone technical assistance. System repair, equipment
replacement and lift rentals am excluded
Rep Initials
Security Solutions Schedule of Service and Protection (Services)
ANY OR ALL SERVICES PROVIDED BELOW ARE DEFINED IN AND SUBJECT TO THE TERMS AND CONDITIONS OF THE
ATTACHED INSTALLATION AND SERVICE AGREEMENT DATED 31112010 BETWEEN STANLEY CONVERGENT SECURITY
SOLUTIONS INC. AND Spokane Valley Sheriff's Office FOR SERVICES AT 12710 E Sprague Ave, Spokane, WA 99216.
1 Preventative Maintenance Service Plan
X Annual Preventative Maintenance Standard Service Plan
Scheduled preventative maintenance. The scheduled appointment includes a visual inspection of (Monday— Friday, Sam —4pm) This plan covers labor and equipment vests during normal business
devices, walk -test of system components, cleaning of devices as needed and verification of hours for normal "wear and tear' repair or replacement and Includes batteries and lift rentals. Repair
communicetion link. Includes access to the PNC TAC - Technical Assistance Center (24x7). System or replacement of equipment damaged by the customer, acts of God or vandalism Isnot covered.
repair, equipment replacement and lift rentals are excluded. Service labor rates for after hours work are based on current service labor rate schedule. Includes
access to the PNC TAC - Technical Assistance Center (24x7).
Semi - Annual Preventative Maintenance
Scheduled preventative maintenance. The scheduled appointment includes a visual Inspection of
devices, walk -test of system components, cleaning of devices as needed and verification of
communication link. Includes access to the PNC TAC - Technical Assistance Center (24x7). System
repair, equipment replacement and lift rentals are excluded.
Quarterly Preventative Maintenance
Scheduled preventative maintenance. The scheduled appointment Includes a visual inspection of
devices, walk -test of system components, cleaning of devices as needed and verification of
communication link. Includes access to the PNC TAC - Technical Assistance Center (24x7). System
repair, equipment replacement and lift rentals are excluded.
Monthly Preventative Maintenance
Scheduled preventative maintenance. The scheduled appointment includes a visual inspection of
devices, walk -test of system components, cleaning of devices as needed and verification of
communication link. Includes amass to the PNC TAC - Technical Assistance Center (24x7). System
repair, equipment replacement and lift rentals are excluded.
Basic QIP Home Security Inspection Plan
Scheduled inspection provided for home security systems. The QIP inspection includes "10 Point
Test & Inspect" procedure by a service technician, 1 -500 Toll -free alarm transmission service and
access to the PNC TAC - Technical Assistance Center (24x7). Equipment repair and replacement
are excluded.
Advanced QIP Home Security Inspection Plan
Scheduled inspection provided for home security systems. The DIP inspection includes "10 Point
Test &Inspect" procedure by a service technician, 1 -800 Toll -free alarm transmission service,
access to the PNC TAC - Technical Assistance Center (24x7), 10% discount on repairs and new
equipment throughout the plan term and transmitter batteries replaced as needed. Five (5) battery
limit per inspection.
Premium QIP Home Security Inspection Plan
Scheduled inspection provided for home security systems. The DIP Inspection Includes "10 Point
Test & Inspect" procedure by a service technician, 1 -800 Toll -free alarm transmission service,
access to the PNC TAC - Technical Assistance Center (24x7), 15% discount on repairs and new
equipment throughout the plan term, transmitter batteries and alarm control battery replaced as
needed. Ten (10) battery limit per inspection for transmitters.
Premium Service Plan
(24x7, 365 days) This plan covers labor and equipment costs for normal "wear and tear" repair or
replacement and Includes batteries and lift rentals. Repair or replacement of equipment damaged
by the customer, acts of God or vandalism are not covered. Includes access to the PNC TAC -
Technical Assistance Center (24x7).
Parts Only Service Plan
(24x7, 365 days, Applicable Labor Rate) This plan covers equipment costs for normal "wear and
tear' repair or replacement and Includes batteries and lift rentals. Repair or replacement of
equipment damaged by the customer, acts of God or vandalism are not covered. Service labor
rates are based on current service labor rate schedule. Includes access to the PNC TAC -
Technical Assistance Center (24x7).
Labor Only Service Plan
(Monday — Friday, Bam — 4pm) This plan covers labor costs for normal "wear and tear'repair or
replacement. Repair or replacement of equipment damaged by the customer, acts of God or
vandalism are not covered, Service labor rates for after hours work are based on current service
labor rate schedule. Includes access to the PNC TAC - Technical Assistance Center (24x7).
Priority Response Service Plan
(4 hour response, 24x7, 365 days) This plan covers labor and equipment Costs with a 4 hour
response for normal "wear and tear'repair or replacement and includes batteries and lift rentals.
Repair or replacement of equipment damaged by the customer, acts of God or vandalism are not
covered. Includes access to the PNC TAC - Technical Assistance Center (24x7).
Embedded Customer Support Software Solutions
Embedded Tech Support Specialist
Technical Specialists work at the customer location to assist in day -to -day tasks regarding the
system operation and technical application. This support can be customized to Include repair
service work, programming, test & Inspection and other technical requirements.
Embedded Administrative Specialist
Customer Support Specialists work at the customer location to assist in day -to -day tasks regarding
the administration of security accounts. A support specialist can assist with questions, coordination
and administration of installation, service, monitoring, account management and billing matters.
Embedded Project Manager Specialist
A Stanley Embedded Project Manager works onslte to coordinate scheduling, material delivery,
Stanley technical installation and support efforts. A project manager can assist with organizing
overall efforts for new installations and management of facility issues. Price per location or
multi- building campus.
Embedded Application Engineer Specialist
Stanley Embedded Application Engineers work at the customer location to provide Job design,
drafting, and RFP assistance. An application engineer can assist with processing new work
estimates, maintaining CAD as -builts, and customer specific Implementation requirements. Price
per location or multi-building campus.
Embedded Program Manager
Stanley Embedded Program Managers spearhead the overall embedded progress at the customer
location. Activities include providing administrative and technical supervision of other embedded
staff members, acting as the primary point of escalation for embedded staff for any Issues with field
Installation and support, serving as the voice of the customer to executive management regarding
client satisfaction, concerns, and strategic needs, as well as communicating with Stanley field
leadership to ensure project and service metrics objectives are being achieved.
Basic Software Support Plan
(Monday — Friday, 8 am - 5 pm EST) Up to 30 hours per year of technical phone support or remote
connection assistance from server specialists, provided during normal business hours to customers.
Work scope can include: troubleshooting technical problems, resolving programming Issues, system
planning, database programming changes and addressing most access control software matters.
Customer support requests may be generated via e-mall or telephone.
Advanced Software Support Plan v
(Monday— Friday, 8 am - 5 pm EST) Up to 60 hours per year of technical phone support or remote
connection assistance from server specialists, provided during normal business hours to customers.
Work scope can Include: troubleshooting technical problems, resolving programming Issues, system
planning, database programming changes and addressing most access control software matters.
Customer support requests may be generated via e-mail or telephone.
Premium Software Support Plan
(Monday— Friday, 8 am - 5 pm EST, plus one site visit per year) Up to 120 hours per year of
technical phone support or remote connection assistance from server specialists, scope can
include: troubleshooting technical problems, resolving programming Issues, system planning,
database provided during normal business hours to customers. Work programming changes and
addressing most access control software matters. In addition, within the 120 hours per year, an
annual 8 -hour customer site preventative maintenance visit is performed. Travel costs forthe
preventative maintenance visit Is Included in plan. Customer support requests may be generated via
e -mail or telephone.
Premium Plus Software Support Plan s
(Monday— Friday, 8 am - 5 pm EST, one site visit, plus 10 after -hours per year) Up to 120 hours
per year of technical phone support or remote connection assistance from server specialists,
provided during normal business hours to customers. Work scope can Include: troubleshooting
technical problems, resolving programming Issues, system planning, database programming
changes and addressing most access control software matters. Within the 120 hours per year, an
annual 8 -hour customer site preventative maintenance visit is performed. Travel costs for the
preventative maintenance visit Is induced in plan. In addition, above the 120 hours per year, up to
10 hours per year of after -hours support services. Customer support requests may be generated via
e -mail or telephone.
After -Hours Software Support Plan
(10 hrs of after -hours support per year 124x7, 365) (Sold in Increments of 10 hrs) Up to 10 hours
per year of technical phone support or remote connection assistance from server specialists
provided after normal business hours to customers. Work scope can Include: troubleshooting
technical problems, resolving programming issues, system planning, database programming
changes and addressing most amass control software matters. Customer support requests must be
generated via telephone. After -Hours Service Plans are available only In conjunction with a
Premium or Premium Plus Software Support Plan.
Security Solutions Schedule of Service and Protection (Services)
I Verify Workers' Comp Premium Status - Account Information
Washington State Department of
Labor & Industries
http s:/ /fortress . w a. gov / l ni / crp s i/ A c ctlnfo . a s px? A c c o untl d =3 0 3 %2 c 9 0 .. .
Verify Workers Comp Premium Status: Account Information
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® Contractor Tracking Search
Did you know ...
...that under Washington State law% you may be liable for the unpaid workers'
compensation (industrial insurance) premiums of any business you hire or contract
with? ("See RCW 51.12.070)
In the construction industry, you can protect yourself from liability for your
su bcontractor's unpaid premiums. Click here to see what you have to do.
L&I will track a contractor for you and tell you if their status changes.
IN
If this is a contractor whose premiums and license are current, a "Submit Contractor Tracking Request" link will appear
in the certificate below. Click it to fill out a Tracking Request. If the contractor fails to pay workers' comp premiums
or renew their contractor registration or if their electrical contractor license is suspended or revoked within one year of
the start -date on your tracking request, L£tl will send you a notification letter.
Results for account: "303,907 -13" Account #: u UBI #: I Business: I
shown below.
.,..Search { < Back:
Department of Labor and Industries
Employer Liability Certificate
Date: 05/03/2010
................. ............._..__._.___. ... .
UBI #: 602 404 981 -- Check for active Department of Revenue tax account.
Legal Business Name: STANLEY CONVERGENT SECURITY SOLUTIONS INC
Account #: 303,907 -13
'Doing Business As' Name: STANLEY CONVERGENT SECURITY
Estimated Workers Reported: Quarter 4 of Year 2009 "31 to 50 Workers"
(See Description Below)
Workers' Comp Premium Status: Account is current. Firm has voluntarily reported and paid their
premiums.
Licensed Contractor? Yes -- Get contractor's license history.
License: STANLCS925MZ
Expire Date: 7/9/2010
Submit Contractor Tracking Request here to be notified if this
contractor's premium or license status changes during the next year.
Risk Classification: Get risk classification information.
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