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PS Pay Station UpgradesAGREEMENT FOR PARKING ACCESS AND REVENUE CONTROL EQUIPMENT AND MAINTENANCE SERVICES This Agreement is made and entered into this ~day of December 2017, by and between the CITY OF SAN RAP AEL (hereinafter "CITY"), and Sentry Control Systems, Inc., (hereinafter "CONTRACTOR"). AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Parking Services Manager is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects ofthe progress and execution of this Agreement. B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Jeff Neely is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR for any reason; the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. A. CONTRACTOR shall provide all materials, services, and equipment for the upgrade of the CITY's parking access and revenue control equipment as described in Exhibit "A" attached and incorporated herein. 3. DUTIES OF CITY In consideration of the CONTRACTOR's performance of the duties provided in paragraph 2, the CITY shall pay compensation to the Contractor as provided in Paragraph 4. 4. COMPENSATION. A. For the full performance of the services described herein by Exhibit A from CONTRACTOR, CITY shall pay CONTRACTOR a fee in an amount not to exceed $147,726.Payment will be made based on a percentage of the total contract agreed upon by both parties which has been completed and accepted by the CITY and upon receipt by PROJECT MANAGER of an itemized invoice submitted by CONTRACTOR. 1 5. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement shall be the sole propelty of CITY. CITY may use said propelty for any purpose, including projects not contemplated by this Agreement. 6. INSPECTION AND AUDIT Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 7. ASSIGNABII.ITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the perfonnance of any of their respective obligations hereunder, without the prior wlitten consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 8. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: 2 1. Except for worker's compensation policy, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 010413. 3. Except for the worker's compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said ins1l!"ance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required ill this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to 3 CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 9. INDEMNIFICATION. A. CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 4 1 O. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestIy, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 11. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the perfollnance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold hallnless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 12. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third patty, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 13. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivelY, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: TO CONTRACTOR: 5 Jim Myhers Parking Services Manager City of San Rafael 1060 D St. (P.O. Box 151560) San Rafael, CA 94915-1560 Chris McKenty, VP of Sales & Marketing SentIy Control Systems, LLC 6611 Odessa Avenue Van Nuys, CA 91406 14 . INDEPENDENT CONTRACTOR . For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY . 15 . ENTIRE AGREEMENT --AMENDMENTS . A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement ofthe patties with respect to the subject matter of this Agreement. B. 1 b.is written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E . If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 16 . SET-OFF AGAINST DEBTS . CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes , fees, licenses , assessments , unpaid checks or other amounts. 17 . WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other tenn, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation . The subsequent acceptance by either party of any fee , perfOlmance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any telm, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 6 18. COSTS AND ATIORNEY'S FEES. The prevailing patty in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 19. CITY BUSINESS LICENSE I OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CONTRACTOR's taxpayer identification number is 33-0311403, and CONTRACTOR certifies under penalty of perjury that said taxpayer identification number is correct. 20. ASSIGNMENT OF WARRANTIES CONTRACTOR hereby assigns to CITY all warranties, guarantees, or similar benefits such as insurance, provided by or reasonably obtainable from or the manufacturers or suppliers of equipment, material or fixtures that CONTRACTOR has installed or provided in connection with the work performed under this Agreement. 21. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL CONTRACTOR SENTRY CONT L SYSTEMS, LLC By: ____ -+-_~.___----- Title:~,..".,.._~_-=-__ ---,_--=-__ 7 ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: 8 " I , .f I :!::.IC "1 ,\ 1 '\ (. ,.tl l l " Parking Access and Revenue Control Upgrade SENTRY CONTROL SYSTEMS PROPOSAL " -. ',' ~ . •... r ,-I - 7 PROJECT INFORMATION -- " . ~ .. -' . ... ,'., I PROJECT NAME: CiTY OF SAN RAFAEl-NEW PAY SENTRY CONTACT: ON FOOT STATIONS REVISED ACCOUNT NAME : CITY OF SAN RAFAEL PHONE NUMBER: PROPOSAl#: 225447 E-MAil ADDRESS : Commercial in Confidence Sentry Control Systems LLC -09/18/2017 . " " -. . KEVIN AUSTIN 925-551-1731 ISSUE DATE: 09/1 8/2017 VALID UNTi l : 10/18/2017 . -.... KAUSTI N@SENTRYCONTROLCOM Page 1 of 7 Exhibit A , .. ~.,; " I I I 1 \ , ., r I j It. PROJECT LOCATION Bill To INFORMATION CiTY OF SAN RAFAEL CiTY OF SAN RAFAEL PARKING SVCS DIVISION 1033 C STREET SAN RAFAEL, CA 94901 CiTY OF SAN RAFAEL CiTY OF SAN RAFAEL PARKING SVCS DIVISION 1033 C STREET SAN RAFAEL, CA 94901 SOlUTION SUMMARY SENTRY WILL REPLACE THE EXISTING PAY ON FOOT STATIONS WITH NEW EASY.CASH FULL SERVICE UNITS. THESE INCLUDE NEW CODERS AND EMV CREDIT CARD TERMINALS. $ 146,130.00 ANNUAL LICENSING FEES INCLUDED: $1,596 SUB-CONTRACTED TOTAL : $0 BASIC CARE: AVAILABLE WAGE OR INSURANCE PREMIUMS : $0 EXTENDED CARE: AVAILABLE PROJECT INCLUDED AVAILABLE TOTAL SYSTEM INVESTMENT: $147,726 AVAILABLE \ ~, t· ... :4 ~. •• f 'I""~ V '-"~ 'Jr .', • t' ~.j ':"":!::'-'~~"~-l ~:" "t' -~ ',' ; ~~ -. '. :. '._ P~YIII1~I':JT~CHEDU~ES.OFyAL~~S ' -;~ ..... ·::;.l .... : .. '.. . .t .' •• !",. -:: .-.. - n PAYMENT DESCRIPTION % $ AMOUNT 1 DEPOSIT CHECK -RETURN WITH SIGNED AGREEMENT TO ACTIVATE THE PROJECT 50% $ 98,218 2 ARR IVAL -EQUIPMENT AND SOFTWARE INVOICED ONCE RECEIVED AT SENTRY 30% $ 58,931 3 SUBSTANTIAL COMPLETION -UPON GO -LIVE, AN INVOICE WILL BE ISSUED 15% $ 29,465 4 FINAL RETE NTION -WITH THE PROJECT CLOSE -OUT A FINAL INVOICE WILL BE ISSUED 5% $ 9,822 Commercial in Confidence Sentry Control Systems LLC -09/18/2017 Page 2 of 7 ~ i ,L , ' ·.lr j ".\ 1 ."\ ,. "l l fl ,' PROPOSAL STATEMENT OF WORI( SENTRY WILL REPLACE THE EXISTING PAY ON FOOT STATIONS WITH NEW EASY. CASH FULL SERVICE UNITS. THESE INCLUDE NEW CODERS AND EMV CREDIT CARD TERMINALS. THIS DISCOUNTED PROPOSAL IS ONLY VALID WHEN EXECUTED IN TANDEM WITH THE. CARE PREMIUM + SERVICES AGREEMENT Commercial in Confidence Sentry Control Systems LLC -09/18/2017 Page 3 of 7 1 EASY . CASH PDF SKI DATA EASY .CA SH AUTOMATED PAY ON FOO T MACHIN E. $48,709 .85 4 $194,839 1 SI<D ELECTRONIC PAYMENT INTERFACE 09/01/2017 $ 309 4 $ 1,236 2 PROTECT. CARE ANTI -VIRUS -PER PC 09/01/2017 $ 90 4 $ 360 Commercial in Confidence Sentry Control Systems LLC -09/18/2017 Page 4 of 7 " , :.. j:: , I I 1\ ~ \ t, I I I' t , •. ACCEPTANCE OF TERMS AND CONDITIONS PURCHASING AGREEMENT WITH TERMS & CONDITIONS: INSTALLATION INCLUDES MOUNTING AND COMMISSIONING OF THE SYSTEMS LISTED. SENTRY WILL ASSEMBLE AND TEST THE SYSTEM AND VERIFY IT OPERATE PROPERLY, IMAGES IN THIS PROPOSAL ARE FOR DISPLAY PURPOSES ONLY, THETABLE SCOPE OF WORK & RESPONSIBILITIES DEFINES SENTRY'S RESPONSIBILITIES; CHANGES MAY AnRACT ADDITIONAL CHARGES. SENTRY WILL PROVIDE TRAINING AS WELL AS COMMISSIONING SERVICES UP TO THE HOURS STATED . ADDITIONAL TRAINING CAN BE SCHEDULED AND WILL BE PROVIDED ATTHE RATE OF $950.00 PER DAY . UNLESS SPECIFICALLY DEFINED, TRAINING IS TO BE DELIVERED AT A SENTRY AUTHORIZED TRAINING FACILITY . THE COST OF PERMITS WHERE REQUIRED ARE NOT INCLUDED IN THIS PROPOSAL UNLESS SPECIFICALLY STATED. THIS PROPOSAL IS COVERED UNDER THE CO MECHANICS LIEN LAws UNLESS SPECIFICALLY EXCLUDED . PRICING DOES NOT INCLUDE PLA-UNION LABOR RATES AND DOES NOT INCLUDE PREVAILING WAGE LABOR RATES. PAYMENT TERMS: THE DEPOSI T STATED ABOVE IS DUE WITH ACCEPTANCE OFTHIS PROPOSAL. You WILL BE BILLED NET 30 AS EQUIPMENT IS DELIVERED TO SENTRY, WITH THE BALANCE DUE UPON COMPLETION. A CANCELLATION OR RESTOCKING CHARGE OF 40% MAY BE ASSESSED ON CANCELLED ORDERS. SPECIAL ORDER ITEMS MAY CARRY UP TO 100% CANCELLATION / RESTOCKING FEE BASED ON FACTORY RETURN POLICIES. INVOICES NOT PAID WITHIN THE TERMS OF THIS PROPOSAL ARE SUBJECT TO SERVICE CHARGES AT THE RATE OF 2.0% PER MONTH . IN THE EVENT OUTSIDE MEDIATION IS NECESSARY FOR THE COlLECTION OF AN UNPAID INVOICE, THE CUSTOMER IS RESPONSIBLE FOR COLLECTION COSTS AND REASONABLE AnORNEY'S FEES. WARRANTY COMMENCES ON THE DATE SENTRY RECEIVES MATERIALS FROM THE PARTS SUPPLIER UNLESS OTHERWISE SPECIFICALLY DEFINED. SUPPORT FOR MANUFACTURER'S WARRANTY IS PROVIDED DURING BUSINESS HOURS WITH A HOTLINE (REMOTE) SUPPORT OF UP TO 15 MINUTES DURING BUSINESS HOURS. FURTHER SUPPORT SERVICES BY AGREEMENT ONLY. ONLY TRAINED AND CERTIFIED USERS OF THE SUPPORTED SOFTWARE VERSION CAN LOG AND RECEIVE WARRANTY SUPPORT. BENEFICIAL USE OF THE SYSTEM BY CUSTOMER CONSTITUTES ACCEPTANCE OF THE RATES, ADMINISTRATION OF ALL RATE CHANGES IS THE SOLE RESPONSIBILITY OF THE CUSTOMER . SENTRY IS ABLE TO PROVIDE ADDITIONAL PROFESSIONAL SERVICES ON A TIME AND MATERIALS BASIS AT AN HOURLY RATE IS $250, SUBJECTTO CHANGE FROM TIME TO TIME, PAYABLE THIRTY (30) DAYS FROM RECEIPT OF INVOICE. CUSTOMER AGREES TO PAY THE ANNUAL OR ONGOING SOFTWARE LICENSING FEES PER THIS PROPOSAL WHEN DUE. THE FOLLOWING ITEMS TO BE AGREED TO REFER TO SEPARATE DOCUMENTS AVAILABLE FOR REVIEW: 1. A CONDITION OF CONFIRMING THE SCHEDULE YOUR PROJECT FOR INSTALLATION IS RECEIPT OF THE PROJECT DEPOSIT. THE AUTHORIZATION OF THIS DOCUMENT INCLUDES A REQUIREMENTTO PROVIDE DETAILS OFTHE PROJECT'S BILL To CONTACT, ACCOUNTS PAYABLE CONTACT, SITE OWNER AND LENDER AS APPLICABLE. 2. CUSTOMER COVENANTS AND AGREES THAT IT WILL FULLY AND STRICTLY COMPLY WITH THE LICENSING AND PCI ACKNOWLEDGEMENTS AND WITH ALL PROTOCOLS AND LICENSES OUTLINED IN THE ACKNOWLEDGEMENT DOCUMENTS, AS THEY MAY BE AMENDED FROM TIME TO TIME • Initial . ", ,,-" _'.-'~"'.;-"J../.~" .~. --< -... -:' ......... -,~- •. ; : ,-'".': .... ,.' •• -<_.~:·PROJECTAUTHORIZATION • .'.-.' , . • _ ..... '.':',,-.~ •. _-..... :.; •• ~~ ,:; .. ;~~~ •• :; ......... ' _ .I-'.. '.~ • _ '1..:...-........ ~_. I~~ ... <,::·~ , __ SIGNATURE: SIGNATURE: NAME: NAME : LESTER MASCON TITLE: TIT LE: ORGANIZATION : ORGANIZATION : SENTRY CON TROL SYSTEMS, LLC Commercial in Confidence Sentry Control Systems LLC -09/18/2017 Page 50f7 ,,, ,.: •• ,, I . . TERMS OF WARRANTY -. SENTRY CONTROL SYSTEMS LLC ("SENTRY") WARRANTS THAT ALL SI<IDATA MANUFACTURED PARKING AND REVENUE CONTROL SYSTEMS (PARCS) PROVIDED BY SENTRY AND DELIVERED HEREUNDER WILL BE FREE OF DEFECTS IN MATERIAL AND WORKMANSHIP FOR A PERIOD OF 1 YEAR UNLESS COVERED BY AN EXTENDED WARRANTY AGREEMENT . ALL OTHER SUPPLIED PRODUCTS ARE WARRANTED IN ACCORDANCE WITH THAT MANUFACTURER'S TERMS _ THE PURCHASER SHA LL BE OBLIGATED TO PROMPTLY REPORT ANY FAILURE TO CONFORM TO THIS WARRANTY, IN WRITTEN COMMUNICATION WITHIN SAID PERIOD, WHEREUPON SENTRY CONTROL SYSTEMS SHALL, AT ITS OPTION, CORRECT SUCH NONCONFORMITY , BY SUITABLE REPAIR TO SUCH PRODUCT OR, FURNISH REPLACEMENTS PARTS PROV IDED THE PURCHASER HAS STORED, INSTALLED, MAINTAINED AND OPERATED SUCH PRODUCT IN ACCORDANCE W ITH GOOD INDUSTRY PRACTICES AND HAS COMPLIED WITH SPECIFIC RECOMMENDATIONS OF SENTRY CONTROL SYSTEMS . SENTRY CONTROL SYSTEMS SHALL NOT BE LIABLE FOR ANY REPAIRS, REPLACEMENTS, OR ADJUSTMENTS TO THE PRODUCT OR ANY COSTS OF LABOR PERFORMED BYTHE PURCHASER OR OTHERS WITHOUT SENTRY CONTROL SYSTEMS' PRIOR WRITTEN CONSENT . THE EFFECTS OF ACCIDENT , CORROSION , VANDALISM , IMPROPER USE OR INSTAtLATION , ANY ACT OF GOD AND NORMAL WEAR AND TEAR ARE SPECIFICALLY EXCLUDED. THE PURCHASER SHALL NOT CONT INUE TO OPERATE PRODUCT WH ICH IS CONSIDERED TO BE DEFECTIVE WITHOUT FIRST NOTIFYING SENTRY CONTROL SYSTEMS IN WRITTEN COMMUN ICATION OF ITS INTENTIONS TO DO SO . ANY SUCH USE OF PRODUCT WILL BE AT THE PURCHASER S' SOLE RISK AND LIABILITY . A SIGNATURE BELOW INDICATES THE PURCHASER'S ACCEPTANCE OF THESE TERMS AND THAT THE EFFECTIVE DATE OF THE WARRANTY IS EITHER THE FIRST DAY OF BENEFICIAL USE OF THE SYSTEM OR SUBSTANTIAL COMPLETION, WHICHEVER IS FIRST FOR THE PRODUCT . A WARRANTY DOCUMENT ILLUSTRATING THE EFFECTIVE DATES WILL BE ISSU ED TO THE PURCHASER BY SENTRY FOR ADDIT IONAL GUIDANCE ONLY : AT ANYTIME, IFTHE PURCHASER RENOUNCES THE USE OF "PROTECT.cARE" ANTI -VIRUS, THE PURCHASE EXPLICITLY ACKNOWLEDGES THAT SI<IDATA WILL NOT INSTALL VIRUS PROTECTION AND IS NOT LIABLE FOR ANY DAMAGE CAUSED BY LACK OF VIRUS PROTECTION. THE PURCHASER IS THEREFORE RESPONSIBLE FOR THE INSTALLATION AND UPDATING OF THE NECESSARY VIRUS PROTECTION. ACI(NOWLEDGEMENT SIGNATURE: Commercial in Confidence Sentry Control Systems LLC -09/18/2017 Page 6of7 •• ,~ I • ~ .\ I, I r ., r I I ACCOUNT DETAILS A CCO UNTS PAYABLE CONTA CT INFORMATION ACCOUNTS PAYABLE CONTACT NAME: ACCOUNTS PAYABLE EMAIL: ACCOUNTS PAYABLE PHONE NUMBER: ACCOUNTS PAYABLE MAILING ADDRESS: ARE YOU A MUNICIPAL, STATE, OR FEDERAL GOVERNMENT -OWNED CORPORATION? ARE YOU TAX EXEMPT? (SEND EVIDENCE SEPARATELY IF NOT ATTACHED) PLEASE SELECT ALL THAT APPLY: OWNER CAR PARK OPERATOR PROPERTY MANAGER GENERAL CONTRACTOR OTHER (SPECIFY) PREFERRED CONTACT METHOD: PREFERRED INVOICE DELIVERY METHOD: DEPOSIT CHECK PAYABLE TO: SENTRY CONTROL SYSTEMS LLC ADDRESS DEPOS IT CHECK TO: C/O SA LES OPERATIONS DEPARTMENT DEPOSIT CHECK RETURN ADDRESS: 6611 ODESSA AVE, VAN NUYs CA 91406 Commercial in Confidence Sentry Control Systems LLC -09/18/2017 Page 7 of7 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Parking Services Project Manager: Jim Myhers Extension: 5335 Contractor Name: Sentry Control Systems, Inc. Contractor's Contact: Mike Brill Contact's Email: mbrill@sentrycontrol.com o FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement agendized for Council approval *PSA > $20,000 ; or Purchase> $35,000 ; or Public Works Contract> $125,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager / Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE (I ick here to enter a d'ltt. 11/22/2017 Click here 0 enkr a date ( lick here to enter a date C lek here to enter a date 0 N/A Or 12/18/2017 2/5/18 2(2Z)/S' ZI22./J~ ]-2-16 3J~/Ifl> REVIEWER Check/Initial IZI IZI IZI -- IZI IZI IZI JM ~ 142 ~ I '~~