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HomeMy WebLinkAboutPD Milestone and Lenal Licensing and Service AgreementSecurity Solution Proposal San Rafael Police Department 1375 5th Avenue, San Rafael, CA 94901 October 21, 2021 Glenn Mcelderry Milestone and Lenel Integration and Licensing Proposal Submitted By !'LUIEDUNIVERSAU CTECHNOLOGY SERVICES _ _ There for you. Proposal No. 49977-1-0 2173 Francisco Blvd. E. Suite H San Rafael, CA 94901- SLIAEDUNIVEDSAL ■zLL TECHNOLOGY SERVICES October 21, 2021 Glenn Mcelderry San Rafael Police Department 1375 5th Avenue, San Rafael, CA 94901 Dear Glenn Mcelderry, Thank you for the opportunity for Allied Universal Technology Services to participate in your proposal process. Our safety and security technology solutions represent decades of experience customizing solutions to meet each client's specific needs. matching our powerful and versatile offerings with our clients' technical and business requirements. Our qualified team looks forward to delivering a custom solution and superior services for San Rafael Police Department. At Allied Universal" Technology Services, we believe in developing strong value -based relationships based on integrity and transparency with each and every client. We have already taken the time to learn about your business, and we are eager to continue our discussions and look at ways to apply state-of-the-art technology solutions to meet and exceed your business objectives and improve your bottom line. We want to be more than a partner — we want to be the trusted business advisor that you turn to and rely on to receive tailored security -centric business solutions. Protecting your people, property, and assets is our number one priority and we look forward to being There for You. TM Our team is thankful for the opportunity to meet with you and to provide San Rafael Police Department with a robust solution tailored to your needs that will grow with your business. We look forward to a long-term and synergistic partnership. Sincerely, J&wzi Gr" Enterprise Account Executive Allied Universal® Technology Services (415) 847-3780 james.gracey@aus.com San Rafael Police Department Proposal: 49977-1-0 6y: Allied Universal 1D Technology Services Page 2 of t2 LLI EDUN IVERSAU <TECHNOLOGY SERVICES Company Overview With experience dating back to 1977. Allied Universal® Technology Services currently provides safety and security technology services to over 6,000 locations nationwide, improving security to protect people and assets and helping clients meet compliance in regulated industries. This division of Allied Universal® was formed to create a new breed of electronic security solutions provider capable of deploying globally -scaled, enterprise -class solutions no matter the environment. As technology has changed over the years, we have adapted our approach to always remain on the cusp of the latest developments in the industry. Our new way of thinking, coupled with our deep industry knowledge, provides us with a unique competitive advantage: the ability to solve tomorrow's complex problems today. Whether it be a complex regulatory compliance matter, life safety issues. physical security risk, emergency communications or business continuity, we are capable of addressing the most daunting challenges facing our clients today. We believe that in order to effectively create value for our customers, we must maintain an in-depth knowledge of their business processes, operating parameters, profit formulas, and customers. We embrace the proliferation of cloud computing in our industry and are committed to being a market leader in deploying hosted and managed solutions in the enterprise -class space. The cloud is simply another way of getting business done. By moving data securely from your sensors, access control readers, and video surveillance cameras on- site to a cloud environment, we reduce the total cost of ownership (TCO) associated with the data, and at the sarne time, provide secure remote connectivity. The data is then turned into robust and actionable information that will deliver real benefits to your business 24/7/365. Finally, and perhaps most importantly, we are passionate about customer service. It's what we do. It's who we are. We are trusted by companies to provide guidance, design enterprise -class service solutions and deliver improved security that protects your people and assets. San Rafael Pol ce De pail inent Proposal: 44977-1-0 By: Allied Universal'` Technology Services Page 3 of iZ Allied Universal® Technology Services 2173 Francisco Blvd. E. Suite H San Rafael. CA 94901 - Phone: 844-247-2338 www.aus.com Milestone and Lenel Integration and Licensing Statement of Work Place of Performance San Rafael Police Department 1375 5th Avenue, San Rafael, CA 94901 Milestone and Lenel SMA Sync Is I'AAEDUNIVERSAL TECHNOLOGY SERVICES Primary Point of Contact Glenn Mcelderry San Rafael Police Department +1 (415) 458-5301 406@Srpd.Org Allied Universal Technology Services (AUTS) proposes to renew and extend the expiry date to Dec 12th of 2023. This will affect the below system ID Numbers: Lenel Dongle ID: 143631 Milestone ID: M01 --005-133-01-6C4589 SMA Sync for both systems will be procured and installed at the customer location. Integration Services: Although licenses have been secured by the Client integration services are rejected at this time. If at any point in the future you wish to have them performed please let us know and we will requote these services. Thank you, James Sari Rafael Police Department Proposal: 49977-1-0 By Allied Universal Technology Services Page 4 of 12 Milestone and Lenel Integration and Licensing Customer Number: 1075385 San Rafael Police Department 1375 5th Avenue, San Rafael. CA 94901 Contact: Glenn Mcelderry Phone: +1 (415) 458-5301 Email: 406@Srpd.Org UEDUNIVERSAL IC.�ILLL1 TECHNOLOGY SERVICES Proposal No.: 49977-1-0 Date: October 21, 2021 Your Reference: Description Valid To: 11/20/2021 Payment Terms: Net 30 Quoted By: James Gracey Phone: 415.847.3780 Email: james.gracey@aus.com , QTY - Manufacturer Parti Description 3 Lenel SUSP-ADV-TR-1 LNL:ADV SUSP Plan Tier 1; 64-128 readers 105 Milestone YXPPPLUSDL MLS:Care Plus 1Y Professional+Device 840 Investment Milestone Summary MXPPPLUSDL 1 Month Care Plus for Xprotect Professional Total Equipment $8,117.70 Total Labor $1,507.10 Total Proposal Amount $9,624.80 Sales Tax will be included on the invoice at the time of billing if applicable. This project requires 0% Mobilization (plus applicable taxes) prior to project start and Monthly Project Invoicing. Confidentiality Notice: This proposal includes data and proprietary information of Allied Universal Technology Services that is to remain confidential Neither this proposal nor any of the information contained herein may be reproduced or disclosed under any circumstances without the express written permission of Allied Universal Technology Services. Please be aware that disclosure, copying, distribution or use of this proposal and the information contained herein is strictly prohibited. San Rafael Police Department Proposal: 49977-1-0 By: Allied Universal Technology Services Page 5 of 12 "�lIEDUNIVERSAC TECHNOLOGY SERVICES Terms and Conditions of Sale These Terms and Conditions (the "Terms") govern the agreement of Universal Protection Security Systems, LP d/b/a Allied Universal Technology Services with a principal place of business at 3440 Sojourn Drive, Suite 220, Carrollton, TX 75006, and on behalf of its affiliates and subsidiaries (collectively, the "Company" or "We") or "Allied Universal Technology Services"), to provide Equipment and Services to the entity or person whose name appears in the Proposal (as defined below) to which these Terms are attached (the "Client" or "You"). The Terms are incorporated into and made a part of the Proposal. The Terms, the Proposal and any Rider(s) collectively form the" Agreement". In consideration of the mutual covenants herein and for other good and valuable consideration set forth below, the sufficiency of which is hereby acknowledged, Company and Client hereby agree as follows: 1. Definitions: Capitalized terms used throughout the Agreement shall have the meaning set forth below: a. "Affiliates" shall mean any corporation, firm or other entity that directly or indirectly, through one or more intermediates, controls, is controlled by, or is under common control with such party. b. "Client Premises" shall mean the Client locations wherein the Equipment and Services are provided. c. "Company Releasees" shall mean the Company and all of its present and future Affiliates, and all directors, officers, employees, contractors, agents, and representatives of any of the foregoing entities, and all successors and assigns of each of the foregoing persons or entities. d. "Effective Date" shall mean the effective date of this Agreement set forth in the Proposal or the date of the issuance of a purchase order or any other contractual document issued by the Client that indicates acceptance of the Company's Proposal. e. "Equipment" shall mean the equipment and other products set forth in the Proposal and installed or supplied by the Company. f. "LSaaS Services" shall mean the licensed software -as -a -service based software, technology and other equipment as identified in the Proposal. g. "Monitoring Services" shall mean the Services pertaining to Company's burglar, fire and/or environmental alarm and video monitoring as set forth in the Proposal. In. "Proposal" shall mean the proposal, along with any attached riders, between Company and Client to which the Terms are attached. i. "Service and Maintenance Services" shall mean the service and maintenance of the Equipment specified in any Proposal. j. "Services" shall mean the services identified in the Proposal or in the attached rider. k. "Systems" shall mean the computer hardware, other electronic or processing devices, and software installed or furnished by the Company. 2. Scope of Services: A. Client desires to receive from the Company and the Company shall provide to the Client the Equipment and Services set forth in the Proposal, together with any related Systems. All Services, the corresponding Systems and Equipment delivered and/or installed, and the fees and charges to be paid by Client for them, are set forth in the Proposal. Certain of the Services, Systems and Equipment may be provided by Affiliates or subcontractors of the Company and the Company shall be responsible hereunder for the performance of those Affiliates and subcontractors in every respect as if the provider was the Company itself. However, certain of the Services may be provided by the Company in conjunction with products or services developed, performed or manufactured by third parties ("Third Party Products and Services"). The Company shall have no responsibility for the performance of such Third Party Products and Services, including the maintenance, repair, proper function, and/or, upgrading thereof, except as otherwise expressly set forth in the Proposal. The Services exclude routine or preventative maintenance to the Systems and the Equipment. Unless otherwise agreed in writing, all maintenance to the Systems and the Equipment performed by the Company shall be invoiced at its then -prevailing services rates, including such rates for work performed after hours and on weekends or holidays. B. The Agreement shall be governed by the general terms and conditions set forth in these Terms (`General Terms'), and the Company's provision of the LSaaS Services, Monitoring, and Service and Maintenance Services shall be further governed by the terms and conditions available at httpsi//www.aus-comtservice-terms, unless Client has a Rider that has been executed by the parties and applies to such LSaaS Services and Monitoring Services. 3. Client Premises: Client shall provide and/or shall secure for Company adequate and uninterrupted access to the Client Premises to install the Equipment and/or provide the Services. Your local government(s) with jurisdiction over the Client Premises may require a license or permit for the installation, use or monitoring of the Systems or the Services. = &LLIEDUNIVERS AL TECHNOLOGY SERVICES You are solely responsible for complying with such obligations and providing Company with any then current license or permit number. 4. _Warranties and Undertakings: A. SUBJECT TO THE PROVISIONS OF THE AGREEMENT, COMPANY WARRANTS THAT IT SHALL INSTALL THE EQUIPMENT IN A GOOD AND WORKMANLIKE MANNER. SUBJECT TO THE PROVISIONS OF THE AGREEMENT, IF ANY COMPONENT OF THE EQUIPMENT INSTALLED SHALL PROVE DEFECTIVE OR INOPERABLE UNDER NORMAL OPERATING CONDITIONS WITHIN ONE (1) YEAR FROM DATE OF INSTALLATION, COMPANY SHALL, AT ITS OPTION, EITHER REPAIR OR REPLACE THE AFFECTED COMPONENT AT NO ADDITIONAL COST TO CLIENT. COMPANY RESERVES THE RIGHT TO SUBSTITUTE OR INSTALL USED PARTS OR PARTS OF EQUAL QUALITY. CLIENT'S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY SHALL BE LIMITED TO, AND IN NO EVENT SHALL COMPANY BE RESPONSIBLE FOR MORE THAN, THE REPAIR OR REPLACEMENT OF THE DEFECTIVE EQUIPMENT. THE FOREGOING WARRANTY SHALL NOT APPLY TO ANY DAMAGE CAUSED BY ANY OF THE FOLLOWING (THE "EXCLUDED WARRANTY CONDITIONS'): ACCIDENT, VANDALISM, FLOOD, WATER, LIGHTNING, FIRE INTRUSION, ABUSE, MISUSE, ACTS OF GOD, CASUALTY, ELECTRICITY, ACTS OF TERRORISM OR WAR, ATTEMPTED UNAUTHORIZED REPAIR SERVICE, MODIFICATION OR IMPROPER INSTALLATION BY ANYONE OTHER THAN COMPANY, ANY OTHER CAUSE BEYOND THE CONTROL OF COMPANY, OR ANY FAILURE OF CLIENT TO DULY COMPLY WITH THE PROVISIONS OF THE AGREEMENT. IF CLIENT DISCOVERS ANY DEFECT IN OR DAMAGE TO THE EQUIPMENT, CLIENT SHALL IMMEDIATELY CONTACT COMPANY IN WRITING OR BY TELEPHONE AND DESCRIBE THE NATURE OF THE DEFECT OR DAMAGE SO THAT WARRANTY SERVICE MAY BE RENDERED. COMPANY DOES NOT PROVIDE ANY WARRANTY FOR THIRD PARTY PRODUCTS AND SERVICES. B. Client may purchase an Extended Limited Warranty for Equipment at Client's discretion. Under the Extended Limited Warranty (if purchased), Company shall repair or, at its option, replace any part of the Equipment, including batteries, requiring such repair or replacement due to ordinary wear and tear or malfunction (excluding any Excluded Warranty Conditions). Client may purchase an Extended Limited Warranty after initial installation of the Equipment, provided that all Equipment is in good working condition (as determined by Company) at the time of the Extended Limited Warranty purchase. C. If Company breaches this Agreement, Client shall provide Company written notice specifically identifying the nature of the breach and the provisions of this Agreement affected as a result of such breach, and Company may cure the breach within five (5) days following Company's receipt of the written notice or, if the breach cannot reasonably be cured within such period, may promptly commence to cure and diligently proceed until cured. If Company cures any such breach, this Agreement shall continue unabated and Company shall not be liable to Client for any loss, damage or expense arising out of or from, resulting from, related to, in connection with, or as a consequence of any such breach. D. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON - INFRINGEMENT, NON -INTERRUPTION OF USE, AND FREEDOM FROM PROGRAM ERRORS, WITH RESPECT TO THE SERVICES, SYSTEMS AND EQUIPMENT. THIS AGREEMENT AND THE SERVICES ARE SOLELY FOR THE MUTUAL BENEFIT OF THE PARTIES, AND NO BENEFITS, RIGHTS, DUTIES OR OBLIGATIONS ARE INTENDED OR CREATED BY THE SERVICES AS TO ANY THIRD PARTIES. 5. INSURANCE: LIMITATIONS OF LIABILITY A. CLIENT AGREES THAT COMPANY IS NOT AN INSURER OF CLIENT'S OPERATIONS, PERSONNEL OR CLIENT'S PREMISES. CLIENT ASSUMES ALL RISK OF LOSS, PHYSICAL DAMAGE, PERSONAL INJURY, DEATH OR ANY OTHER EXPENSE ARISING OUT OF, RESULTING FROM OR RELATING TO (1) THIS AGREEMENT, (II) THE EQUIPMENT (OR ANY PART OF COMPONENT THEREOF), (III) THE SYSTEM (OR ANY PART OR COMPONENT THEREOF), OR (IV) THE SERVICES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CLIENT WAIVES ANY RIGHT OF RECOVERY AND ITS INSURERS' RIGHT OF SUBROGATION AGAINST COMPANY FOR ANY LOSS OR DAMAGE RESULTING FROM SUCH OCCURANCE. B. CLIENT HEREBY RELEASES COMPANY RELEASEES FROM ALL LOSSES, DAMAGES, DESTRUCTION, INJURIES, DEATHS, COSTS AND EXPENSES THAT ARE COVERED BY CLIENT'S INSURANCE POLICIES AND FOR ALL INSURANCE DEDUCTIBLES THEREUNDER. CLIENT HEREBY WAIVES AND RELEASES THE COMPANY RELEASEES FROM ANY AND ALL REQUIREMENTS OR OBLIGATIONS THAT San Rafael Police Departinent Proposal: 49977-1-0 By: Allied Un versal`k'Technology Service, Page 7 of 12 m".'16'L4EDUNIVERSAU TECHNOLOGY SERVICES CLIENT OR ANY OTHER PARTY, NOW OR IN THE FUTURE, BE NAMED OR INCLUDED AS AN "ADDITIONAL INSURED" UNDER COMPANY'S INSURANCE. C. Company's duties and/or liability under this Agreement shall not expand regardless of: (a) whether or not the Systems, Equipment or Services capabilities are being used, and/or (b) whether or not there is any rendering and/or use of data/information that pertains to the Services. D. CLIENT AGREES THAT NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, COMPANY RELEASEES SHALL NOT BE RESPONSIBLE FOR, AND CLIENT HEREBY RELEASES THE COMPANY RELEASES FROM, ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING LOSS PROFITS) THAT CLIENT MAY INCUR OR EXPERIENCE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, THE SYSTEMS OR THE EQUIPMENT, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF ANY COMPANY RELEASEES ARE FOUND LIABLE FOR ANY REASON, THE SOLE AND EXCLUSIVE REMEDY OF CLIENT IN ANY SITUATION, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO CLIENT'S ACTUAL AND DIRECT DAMAGES, AND SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE AMOUNTS (EXCLUDING TAXES) INVOICED OVER THE PREVIOUS TWELVE (12) MONTH PERIOD AND DULY PAID BY CLIENT, SUCH AMOUNTS TO BE INCLUSIVE OF ANY DEFENSE COSTS. IF YOU WISH TO INCREASE THE MAXIMUM AMOUNT OF SUCH LIMITED LIABILITY, YOU MAY OBTAIN A HIGHER LIMIT BY PAYING AN ADDITIONAL AMOUNT BUT IN NO EVENT SHALL COMPANY BE HELD TO BE AN INSURER HEREUNDER. 6. INDEMNIFICATION: A. Company shall indemnify and hold harmless client, its agents and employees, from and against any loss, damage, injury, judgement, liability, claim, lien or cause of action, including reasonable attorney's fees and/or costs, for injury to person or property, or death of a person (collectively hereinafter "Claims"), but only to the extent that such claims are determined by a court of competent jurisdiction: (a) to occur during the process of installing the equipment at the client premises; (b) to have arisen out of the performance of this agreement; and (c) were caused by the gross negligence or willful misconduct of company, its employees or agents while company, its employees or agents were acting within the scope of their duties and authority under this agreement. Notwithstanding anything to the contrary herein, company's indemnity obligations hereunder shall cease as of the date the installation of the equipment is completed. B. Client, to the fullest extent permitted by law, agrees to indemnify, defend and hold the company, its directors, officers, employees, contractors agents, representatives, successors and assigns free and harmless from and against any liability for fees, costs (including attorney's fees and costs), losses, claims, injury to or death of any person or damage to property caused by the improper operation of the equipment and legacy system, including related equipment, whether due to malfunction or non-function of the equipment or legacy system, and/or client's failure to comply with data privacy obligations and/or confidentiality obligations, judgments, and settlements, to the extent arising from or in any way related to these service terms, except as provided above. Client hereby waives all right of subrogation against company and company insurance carrier, if any, and agrees to carry its own insurance for personal injury and property damage. Said liability policy shall be sufficient to fulfill Client's indemnification and defense obligations hereunder. 7. Installation and Service; System Removal: You shall comply with any technical requirements set forth in the Proposal such as providing electrical power, transformers, wiring, conduits, insulation, lighting, door hardware and any specified environmental requirements. You also shall comply with any applicable laws, codes or standards and insure that installers are made aware of hidden pipes, wires or other objects within walls, floors, ceilings or other concealed spaces. 8. Title to Equipment, System and Panel: In the event that Client has purchased the Equipment, Company shall retain full and sole legal and equitable title in and to the Equipment until payment in full is made in accordance with the agreed-upon payment schedule, at which time ownership of the Equipment (except Equipment that is being leased by Client) shall transfer to Client. Delivery will be by common carrier F.O.B Seller's shipping point. Seller assumes sole risk of any and all loss, damage and destruction to the Equipment or the System or any part or component thereof during shipment. In the event the Client has purchased the Equipment, Client grants Company a security interest in the Equipment and the System until Company receives payment in full from Client. 9. Equipment Returns: You will pay our then -standard re -stocking fee for returned Equipment or System, including any restocking fees imposed on Company. Special or custom orders (including Equipment sold "As -Is") and any orders that San Rafael Police Department Proposal, 49977-1-0 Ry: Allied Universalo-iechnology services Page 3 of 12 _LtEDUN IVERSAL r TECHNOLOGY SERVICES are master -keyed or final sale may not be canceled or returned. To be returned for credit, Equipment must be returned to Company in its original, unmarked, undamaged and unopened factory packaging, no later than 120 days after the earlier of the Equipment having been sold or shipped by Company to Client. 10. Assignment: You may not assign this Agreement to any third party, without the prior written consent of Company. The Client may assign this Agreement in whole or in part, after written permission has been obtained from the Company, to a successor in interest. The Company's consent to such an assignment shall not be unreasonably withheld. Any attempt by Client to assign this Agreement to any other third party shall be null and void. The Company may assign all or any portion of this Agreement. 11. Billing,Finance and Late Charges: A. Except for any Mobilization Fee (as defined below), Client shall pay all invoices, in full, within thirty (30) days after the date of invoice. For the avoidance of doubt, the invoice date shall be the date printed on the invoice document submitted to Client by Company and reproducible at Client's request. If an invoice is reissued by Company for any reason, including but not limited to Client request, the due date shall be thirty (30) days from the originally -issued invoice date. Invoices shall be issued in accordance with the agreed to project billing schedule based on the completion of the associated project milestones. Client agrees to pay a finance charge of one and one-half percent (1'/%) per month, without limitation, for all invoiced amounts not paid within thirty (30) days after the date of invoice. In addition, Client shall pay an administrative fee (a late charge, as agreed upon damages and not a penalty) of five percent (5%) of any invoice not paid within sixty (60) days after the date of invoice. Company reserves the right to immediately stop current or future Services for Client when an invoice(s) becomes past due. B. Company reserves the right on any project to charge and invoice the Client fifty (50%) percent of the entire Proposal amount for the Project which shall be referred to as a "Mobilization Fee." The Mobilization fee enables the company to mobilize the workforce and order the associated equipment in a timely fashion. This Mobilization fee will be due and payable on receipt of invoice for such fee. It shall be credited against the total amount due. This Mobilization fee is subject to any restocking fees that may be applicable. The company reserves the right to not begin project work until the mobilization invoice payment is received by the Client. 12. Waiver: A written waiver by either Company or Client of any of the terms or conditions of this Agreement at any time shall not be deemed or construed to be a waiver of such term or condition for the future or of any subsequent breach of this Agreement. The failure of either Company or Client to enforce a particular provision of this Agreement shall not constitute a waiver of such provision or otherwise prejudice a such party's right to enforce such provision at a later time. 13. Applicable Law: This Agreement shall be governed by and construed according to the laws of the State of Texas without reference to its conflicts of law rules. The interpretation of this Agreement shall not be construed against the drafter. 14. Venue: Company and Client hereby irrevocably agree that any Suit arising out of, from, in connection with, or as a result of this Agreement or the subject matter hereof, or any Service. Systems or Equipment, shall be brought exclusively in the state or federal courts located in the county or district where Company's principal place of business is located (presently being Dallas County, Texas). Each Party hereby irrevocably consents to the exclusive jurisdiction and venue of each such court, and waives any objection that such Party may have to jurisdiction or venue therein, in any such Suit. Each Party hereby consents to the service of process in any Suit in accordance with the notice provisions of this Agreement. Each Party hereby waives any right to trial by jury in any Suit brought by the other Party. 15. Force Majure: Company shall not be responsible or liable in any respect for interruptions or delays in Service or failures of or damage to Systems or Equipment due to events outside the reasonable control of Company, including, without limitation, accidents, embargoes, labor stoppages, riots, military or police actions, active shooter events. terrorist acts, acts of God, lightning, fires, floods, inclement weather, or power or communications outages (collectively, "Force Majeure'). Any additional costs and expenses incurred by Company in performing the Services that result from Force Majeure shall be the responsibility of Client as an additional charge invoiced and paid by Client as they are incurred. To the extent that Company is unable to perform, or is delayed in perfon-ning, the Services due to Force Majeure, such nonperformance or delayed performance shall not constitute a breach of this Agreement or cause for termination of this Agreement. 16. Severability: If any of the terms or provisions of this Agreement are ruled to be invalid or inoperative, all the remaining terms and provisions shall remain in full force and effect. 17. Modifications: No modification to this Agreement shall be effective unless reduced to writing and executed by both parties. San Rafael Police Department Proposal: 49977-1 0 By: Allied Universal Technology Services Page 9 of 12 O LUE®UNIVERS AL TECHNOLOGY SERVICES 18. Right to Terminate: Company and Client may terminate this Agreement in its sole discretion, with or without cause, upon sixty (60) days written notice to the other party. This Agreement may be terminated by Company, in whole or in part, for breach by Client upon five (5) days written notice that Client fails to cure within such period. Upon expiration or termination of this Agreement for any reason: (a) all licenses and other rights granted to Client shall automatically terminate; (b) all materials, other than archival copies, provided by either party to the other shall be destroyed or returned within five (5) days after the effective date of termination; and (c) all earned and undisputed unpaid fees and expenses shall become immediately due and payable. Each party's termination and other rights and remedies contained in this Agreement are cumulative and are in addition to all other rights and remedies available to the parties. 19. Regulatory Considerations: Client shall fully comply, at its own cost and expense, with all applicable federal, state, provincial, and local statutes, laws, ordinances, rules, regulations, orders, permits and other legal requirements (collectively, "Governmental Regulation ") applicable to its operations, its capacity for receiving Services, the Client Premises, and its performance under this Agreement, including, without limitation, those relating to: (a) health, safety or the environment; (b) accessibility by and accommodation of handicapped persons; and (c) discrimination of any type or manner. Client shall notify Company in writing within forty-eight (48) hours of any inquiry, notice, subpoena, lawsuit, or other evidence of an investigation by any public authority or the commencement of any judicial or administrative litigation or arbitration proceedings with respect to Company, the Services and/or this Agreement. Should Company be issued a citation or other sanction because of conditions on the Client Premises created by Client or others, including but not limited to, applicable health, safety and labor Governmental Regulations, Client shall pay and shall be responsible for any resulting fine. 20. Increased Costs: In the event that Company experiences an increase in its costs of providing the Services resulting from any change, whether or not anticipated, in (a) Taxes, permit fees and/or Governmental Regulations, or required withholdings imposed or assessed on amounts payable to and/or by Company hereunder or by or in respect of Company to its personnel, (b) costs imposed by third parties, and/or (c) costs related to insurance and other requirements, including, without limitation, costs incurred by Company pursuant to applicable Governmental Regulations, Client's payments for Services shall be increased by the amount of the increase in Company's costs resulting from such items. Company shall provide Client notice of such change in the applicable costs. 21. Confidential and Proprietary Information: Company and Client acknowledge that the Agreement may impose upon either or both parties the obligations concerning Confidential Information (as defined below) of the other party, and if so, each party shall comply with all such obligations imposed upon it in the Agreement, "Confidential Information" means all information that is provided by the disclosing party to the receiving party for use in connection with the Systems, Equipment or Services, but does not include: (a) information the receiving party already knows prior to such disclosure; (b) information that becomes generally available to the public except as a result of disclosure by the receiving party in violation of this Agreement; and (c) information that becomes known to the receiving party from a source other than the disclosing party on a non -confidential basis. Confidential Information also includes (subject to the foregoing specific exclusions): (i) the terms of this Agreement; (ii) non-public personal or financial information relating to Client, a party's employees, customers or clients; and (iv) all trade secrets, proprietary data, information or documentation, or pricing or product information that the disclosing party provides to the receiving party. San Rafael Police Department Proposal 49977-1-0 Ey: Allied Universal 6�)Technology Services Page 10 of .12 ""_l ' s. 6LEDUNIVERSAI TECHNOLOGY SERVICES BY SIGNING THIS AGREEMENT, YOU SPECIFICALLY ACKNOWLEDGE AND ACCEPT THE TERMS AND CONDITIONS AND INDICATE YOUR INTENT TO BE LEGALLY BOUND TO THE PROPOSAL AND THIS AGREEMENT. BY SIGNING THIS AGREEMENT THE CLIENT REPRESENTS THAT THE PERSON SIGNING ON ITS BEHALF HAS THE AUTHORITY TO BIND THE CLIENTTO THIS PROPOSAL AND AGREEMENT. By. By. Sales Representative Signature CI ent S g al ure By: By, Jim Schutz City Ma e Sales Representative Printed Name Client Printed Name � Date: �! 0 I'k, I Date: It -2,q 24 Approved: r V4,I— Wr edRepiesentahveSignature Allied Universal" Technology Serwre+ Billing Information Street Address City State Zip Code Contact Name Contact Phone Contact Email Invoice Delivery Method (email, portal, marl, other) PO # Authorized Representative Signature San Rafael Police Department San Rafael Police Department Proposal: 49977-1-0 By: Allied Universal Technology Services Page 11 of 12 Security Solution Proposal San Rafael Police Department 1375 5th Avenue, San Rafael, CA 94901 October 22, 2021 Glenn Mcelderry Lenel and Milestone Preventative Maintenance and Service Agreement Proposal Submitted By ".ILLKEDUNIVERSAL' TECHNOLOGY SERVICES There for you. Proposal No. 49977-2-0 2173 Francisco Blvd. E. Suite H San Rafael, CA 94901- «I ED UN IVERSAU TECHNOLOGY SERVICES October 22, 2021 Glenn Mcelderry San Rafael Police Department 1375 5th Avenue, San Rafael, CA 94901 Dear Glenn Mcelderry, Thank you for the opportunity for Allied Universal® Technology Services to participate in your proposal process. Our safety and security technology solutions represent decades of experience customizing solutions to meet each client's specific needs, matching our powerful and versatile offerings with our clients' technical and business requirements. Our qualified team looks forward to delivering a custom solution and superior services for San Rafael Police Department. At Allied Universal' Technology Services, we believe in developing strong value -based relationships based on integrity and transparency with each and every client. We have already taken the time to learn about your business, and we are eager to continue our discussions and look at ways to apply state-of-the-art technology solutions to meet and exceed your business objectives and improve your bottom line. We want to be more than a partner — we want to be the trusted business advisor that you turn to and rely on to receive tailored security -centric business solutions. Protecting your people, property, and assets is our number one priority and we look forward to being There for You. TM Our team is thankful for the opportunity to meet with you and to provide San Rafael Police Department with a robust solution tailored to your needs that will grow with your business. We look forward to a long-term and synergistic partnership. Sincerely, J&W%t S Gras-e,�.l Enterprise Account Executive Allied Universal® Technology Services (415) 847-3780 james.gracey@aus.com San Rafael Police Department Proposal: 49977-2-0 By: Allied Universalo Technology Seivices Page 2of14 A iEDUHIVERSA I rtiLLALI TECHNOLOGY SERVICES Company Overview With experience dating back to 1977. Allied Universal Technology Services currently provides safety and security technology services to over 6,000 locations nationwide, improving security to protect people and assets and helping clients meet compliance in regulated industries. This division of Allied Universal® was formed to create a new breed of electronic security solutions provider capable of deploying globally -scaled, enterprise -class solutions no matter the environment. As technology has changed over the years, we have adapted our approach to always remain on the cusp of the latest developments in the industry. Our new way of thinking, coupled with our deep industry knowledge, provides us with a unique competitive advantage the ability to solve tomorrow's complex problems today. Whether it be a complex regulatory compliance matter, life safety issues, physical security risk, emergency communications or business continuity, we are capable of addressing the most daunting challenges facing our clients today. We believe that in order to effectively create value for our customers, we must maintain an in-depth knowledge of their business processes, operating parameters, profit formulas, and customers. We embrace the proliferation of cloud computing in our industry and are committed to being a market leader in deploying hosted and managed solutions in the enterprise -class space. The cloud is simply another way of getting business done. By moving data securely from your sensors, access control readers, and video surveillance cameras on- site to a cloud environment, we reduce the total cost of ownership (TCO) associated with the data, and at the same time, provide secure remote connectivity, The data is then turned into robust and actionable information that will deliver real benefits to your business 24/7/365. Finally, and perhaps most importantly, we are passionate about customer service. It's what we do. It's who we are. We are trusted by companies to provide guidance, design enterprise -class service solutions and deliver improved security that protects your people and assets. San Ralael Police Department Proposal: 49977-2-0 By. Allied Universal Technology Services Page = of 14 Allied Universal® Technology Services 2173 Francisco Blvd. E, Suite H ED UN S A L San Rafael, CA 94901- 11a L L Phone: 844-247-2338 CTECHNOLOGY SERVICES www.aus.com Lenel and Milestone Preventative Maintenance and Service Agreement Statement of Work Place of Performance San Rafael Police Department 1375 5th Avenue. San Rafael. CA 94901 Dr. Mr. McElderry, Primary Point of Contact Glenn Mcelderry San Rafael Police Department +1 (415) 458-5301 406@Srpd Org Thank you for the opportunity to work with you and the San Rafael Police Department to help keep your facility's security systems maintained and supported with our Silver Service Agreement and Preventative Maintenance Plan Level II. These will ensure your systems are functioning as close to perfect as possible. The term on both of these plans is for three years from the date of execution and the description of services for each plan is below. Thank you for putting the trust of your Department in us. James Gracey San Rafael Police Department "U'LIEDUNIVERSAE 41�TECHNOLOGY SERVICES Lenel and Milestone Preventative Maintenance and Service Agreement Customer Number: 1075385 Proposal No.: 49977-2-0 San Rafael Police Department Date: October 22, 2021 1375 5th Avenue, Your Reference: San Rafael, CA 94901 Valid To: 11/21/2021 Payment Terms: Net 30 Contact: Glenn Mcelderry Quoted By: James Gracey Phone: +1 (415) 458-5301 Phone: 415.847.3780 Email: 406@Srpd.Org Email: james.gracey@aus.com SMA Renewal Monthly Recurring: Description Ext.Price Preventative Maintenance - Semi -Annual PM $445.36 PLS -SA -Silver: Silver Package $890.45 Monthly Recurring Subtotal $1,335.81 Total Proposal Amount $0.00 Monthly Recurring $1,335.81 Sales Tax will be included on the invoice at the time of billing if applicable This project requires 0% Mobilization (plus applicable taxes) prior to project start and Monthly Project Invoicing. Confidentiality Notice. This proposal includes data and proprietary information of Allied Universal Technology Services that is to remain confidential Neither this proposal nor any of the information conlanied herein may be reproduced or disclosed under any circumstances without the express written permission of Allied Universal Technology Services. Please be aware that disclosure. copying, distribution or use of this proposal and the information contained herein is strictly prohibited San Rafael Police Department Proposal: 49977-2-0 by: Allied Universal Technology Services Page 5 of 14 a aLLIEDUNIVERSAC <TECHNOI-OGY SERVICES PLS (Priority Lifecycle Services) Silver Service Agreement: Benefits of a Silver Service Agreement include 24x7 call handling Receive priority over Customers without a service agreement with next business day response time for non -emergency calls' and next business day on-site response for critical component calls. Monday -Friday regular business day service hours'. After-hours Service is available 24x7 (at a pre -defined rate). Receive the benefit of 30 -minute billing increments for after-hours T&M work. Repair and replacement labor included. Notes: 1 On-site response for non -emergency items will be provided within the stated period once receiving notification of a non emergency condition, as determined by the customer and Allied Universal Technology Services. Non -emergency conditions are failures at an individual component level resulting in minimal impact to the overall operation of the facility 2. On-site response for critical components will be provided within the stated period once receiving notification of a critical emergency condition as determined by the customer and Allied Universal`"' Technology Services Critical emergencies are failures at a system or panel level and would result in the loss of the entire section of a building or place the facility at high risk, 3 "Service hours" refers to the hours during which service is provided. Any services calls performed outside of the stated range are billable at standard T&M hourly rates. Acceptance: Initial here to accept the proposed Allied Universal® Technology Services Service Agreement Semi -Annual Preventative Maintenance Agreement: Benefits of the Semi -Annual Preventative Maintenance Agreement covers inspection, testing and adjusting of card reader controlled doors, surveillance cameras, perimeter door position switches equipment enclosures and server storage equipment racks. This Maintenance Agreement includes: back-up of access control system configuration, archiving of cardholder database.transaction logs bac�-up video management system �'001yuration. confirm correct recording preferences (application ieprogramnwig excluded) de-fragmeni all hard drives as needed rtirrl systern-wide diagnostic repwts in order to identify nuisance alarms andror faulty equipment tit needed. repairs performed pursuant to Service Agreement) and optimize video recording storage arrays as needed iapplication reprogramming excluded). This Preventative Maintenance Agreement also includes one (1) site -wide vulnerability assessment designed to identify gaps in current electronic security protection scheme and Customer interview regarding needs analysis Agreement Pricing: Acceptance: Initial here to accept the proposed Allred Universal' Technology Services Maintenance Agreement San Rafael Police Department Proposal: 49977-2-0 By: Allied Universal Technology Services Page 6 of 14 ",UL-11EDUNIVERSAL. TECHNOLOGY SERVICES Authorized Customer Signature Date Contract term: Billing frequency: ®3 year ❑ Monthly ❑ 4 year ❑ 5 year ❑ Other ❑ Quarterly ❑ Semi-annually ❑ Annually San Rafael Police Department Proposal: 49977-2-0 By- Allied Universale Technology Services Page 7 of 14 111"-UEDUHIVERSAC 4CLL.i TECHNOLOGY SERVICES Terms and Conditions of Sale These Terms and Conditions (the "Terms") govern the agreement of Universal Protection Security Systems, LP d/b/a Allied Universal Technology Services with a principal place of business at 3440 Sojourn Drive, Suite 220, Carrollton, TX 75006, and on behalf of its affiliates and subsidiaries (collectively, the "Company" or "We") or "Allied Universal Technology Services"), to provide Equipment and Services to the entity or person whose name appears in the Proposal (as defined below) to which these Terms are attached (the "Client" or "You"). The Terms are incorporated into and made a part of the Proposal. The Terms, the Proposal and any Rider(s) collectively form the" Agreement". In consideration of the mutual covenants herein and for other good and valuable consideration set forth below, the sufficiency of which is hereby acknowledged, Company and Client hereby agree as follows: 1. Definitions: Capitalized terms used throughout the Agreement shall have the meaning set forth below: a. "Affiliates" shall mean any corporation, firm or other entity that directly or indirectly, through one or more intermediates, controls, is controlled by, or is under common control with such party. b. "Client Premises" shall mean the Client locations wherein the Equipment and Services are provided. c. "Company Releasees" shall mean the Company and all of its present and future Affiliates, and all directors, officers, employees, contractors, agents, and representatives of any of the foregoing entities, and all successors and assigns of each of the foregoing persons or entities. d. "Effective Date" shall mean the effective date of this Agreement set forth in the Proposal or the date of the issuance of a purchase order or any other contractual document issued by the Client that indicates acceptance of the Company's Proposal. e. "Equipment" shall mean the equipment and other products set forth in the Proposal and installed or supplied by the Company. f. "LSaaS Services" shall mean the licensed software -as -a -service based software, technology and other equipment as identified in the Proposal. g. "Monitoring Services" shall mean the Services pertaining to Company's burglar, fire and/or environmental alarm and video monitoring as set forth in the Proposal. h. "Proposal" shall mean the proposal, along with any attached riders, between Company and Client to which the Terms are attached. i. "Service and Maintenance Services" shall mean the service and maintenance of the Equipment specified in any Proposal. j. "Services" shall mean the services identified in the Proposal or in the attached rider. k. "Systems" shall mean the computer hardware, other electronic or processing devices, and software installed or furnished by the Company. 2. Scope of Services: A. Client desires to receive from the Company and the Company shall provide to the Client the Equipment and Services set forth in the Proposal, together with any related Systems. All Services, the corresponding Systems and Equipment delivered and/or installed, and the fees and charges to be paid by Client for them, are set forth in the Proposal. Certain of the Services, Systems and Equipment may be provided by Affiliates or subcontractors of the Company and the Company shall be responsible hereunder for the performance of those Affiliates and subcontractors in every respect as if the provider was the Company itself. However, certain of the Services may be provided by the Company in conjunction with products or services developed, performed or manufactured by third parties ("Third Party Products and Services"). The Company shall have no responsibility for the performance of such Third Party Products and Services, including the maintenance, repair, proper function, and/or upgrading thereof, except as otherwise expressly set forth in the Proposal. The Services exclude routine or preventative maintenance to the Systems and the Equipment. Unless otherwise agreed in writing, all maintenance to the Systems and the Equipment performed by the Company shall be invoiced at its then -prevailing services rates, including such rates for work performed after hours and on weekends or holidays. B. The Agreement shall be governed by the general terms and conditions set forth in these Terms ("General Terms"), and the Company's provision of the LSaaS Services, Monitoring, and Service and Maintenance Services shall be further governed by the terms and conditions available at httns:/lwww.aus.com/service-terms, unless Client has a Rider that has been executed by the parties and applies to such LSaaS Services and Monitoring Services. 3. Client Premises: Client shall provide and/or shall secure for Company adequate and uninterrupted access to the Client Premises to install the Equipment and/or provide the Services. Your local government(s) with jurisdiction over the Client Premises may require a license or permit for the installation, use or monitoring of the Systems or the Services. "`" ■■LL [ED UN IVERSAC <TECHNOLOGY SERVICES You are solely responsible for complying with such obligations and providing Company with any then current license or permit number. 4. Warranties and Undertakings: A. SUBJECT TO THE PROVISIONS OF THE AGREEMENT, COMPANY WARRANTS THAT IT SHALL INSTALL THE EQUIPMENT IN A GOOD AND WORKMANLIKE MANNER. SUBJECT TO THE PROVISIONS OF THE AGREEMENT, IF ANY COMPONENT OF THE EQUIPMENT INSTALLED SHALL PROVE DEFECTIVE OR INOPERABLE UNDER NORMAL OPERATING CONDITIONS WITHIN ONE (1) YEAR FROM DATE OF INSTALLATION, COMPANY SHALL, AT ITS OPTION, EITHER REPAIR OR REPLACE THE AFFECTED COMPONENT AT NO ADDITIONAL COST TO CLIENT. COMPANY RESERVES THE RIGHT TO SUBSTITUTE OR INSTALL USED PARTS OR PARTS OF EQUAL QUALITY. CLIENT'S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY SHALL BE LIMITED TO, AND IN NO EVENT SHALL COMPANY BE RESPONSIBLE FOR MORE THAN, THE REPAIR OR REPLACEMENT OF THE DEFECTIVE EQUIPMENT. THE FOREGOING WARRANTY SHALL NOT APPLY TO ANY DAMAGE CAUSED BY ANY OF THE FOLLOWING (THE "EXCLUDED WARRANTY CONDITIONS"): ACCIDENT, VANDALISM, FLOOD, WATER, LIGHTNING, FIRE INTRUSION, ABUSE, MISUSE, ACTS OF GOD, CASUALTY, ELECTRICITY, ACTS OF TERRORISM OR WAR, ATTEMPTED UNAUTHORIZED REPAIR SERVICE, MODIFICATION OR IMPROPER INSTALLATION BY ANYONE OTHER THAN COMPANY, ANY OTHER CAUSE BEYOND THE CONTROL OF COMPANY, OR ANY FAILURE OF CLIENT TO DULY COMPLY WITH THE PROVISIONS OF THE AGREEMENT. IF CLIENT DISCOVERS ANY DEFECT IN OR DAMAGE TO THE EQUIPMENT, CLIENT SHALL IMMEDIATELY CONTACT COMPANY IN WRITING OR BY TELEPHONE AND DESCRIBE THE NATURE OF THE DEFECT OR DAMAGE SO THAT WARRANTY SERVICE MAY BE RENDERED. COMPANY DOES NOT PROVIDE ANY WARRANTY FOR THIRD PARTY PRODUCTS AND SERVICES. B. Client may purchase an Extended Limited Warranty for Equipment at Client's discretion. Under the Extended Limited Warranty (if purchased), Company shall repair or, at its option, replace any part of the Equipment, including batteries, requiring such repair or replacement due to ordinary wear and tear or malfunction (excluding any Excluded Warranty Conditions). Client may purchase an Extended Limited Warranty after initial installation of the Equipment, provided that all Equipment is in good working condition (as determined by Company) at the time of the Extended Limited Warranty purchase. C. If Company breaches this Agreement, Client shall provide Company written notice specifically identifying the nature of the breach and the provisions of this Agreement affected as a result of such breach, and Company may cure the breach within five (5) days following Company's receipt of the written notice or, if the breach cannot reasonably be cured within such period, may promptly commence to cure and diligently proceed until cured. If Company cures any such breach, this Agreement shall continue unabated and Company shall not be liable to Client for any loss, damage or expense arising out of or from, resulting from, related to, in connection with, or as a consequence of any such breach. D. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON - INFRINGEMENT, NON -INTERRUPTION OF USE, AND FREEDOM FROM PROGRAM ERRORS, WITH RESPECT TO THE SERVICES, SYSTEMS AND EQUIPMENT. THIS AGREEMENT AND THE SERVICES ARE SOLELY FOR THE MUTUAL BENEFIT OF THE PARTIES, AND NO BENEFITS, RIGHTS, DUTIES OR OBLIGATIONS ARE INTENDED OR CREATED BY THE SERVICES AS TO ANY THIRD PARTIES. 5. INSURANCE; LIMITATIONS OF LIABILITY: A. CLIENT AGREES THAT COMPANY IS NOT AN INSURER OF CLIENT'S OPERATIONS, PERSONNEL OR CLIENT'S PREMISES. CLIENT ASSUMES ALL RISK OF LOSS, PHYSICAL DAMAGE, PERSONAL INJURY, DEATH OR ANY OTHER EXPENSE ARISING OUT OF, RESULTING FROM OR RELATING TO (1) THIS AGREEMENT, (II) THE EQUIPMENT (OR ANY PART OF COMPONENT THEREOF), (111) THE SYSTEM (OR ANY PART OR COMPONENT THEREOF), OR (IV) THE SERVICES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CLIENT WAIVES ANY RIGHT OF RECOVERY AND ITS INSURERS' RIGHT OF SUBROGATION AGAINST COMPANY FOR ANY LOSS OR DAMAGE RESULTING FROM SUCH OCCURANCE. B. CLIENT HEREBY RELEASES COMPANY RELEASEES FROM ALL LOSSES, DAMAGES, DESTRUCTION, INJURIES, DEATHS, COSTS AND EXPENSES THAT ARE COVERED BY CLIENT'S INSURANCE POLICIES AND FOR ALL INSURANCE DEDUCTIBLES THEREUNDER. CLIENT HEREBY WAIVES AND RELEASES THE COMPANY RELEASEES FROM ANY AND ALL REQUIREMENTS OR OBLIGATIONS THAT San Rafael Police Department Proposal: 49977-2.0 Page 9 of 14 !IRILL-EDUN IVERSAL <TECHNOLOGY SERVICES CLIENT OR ANY OTHER PARTY, NOW OR IN THE FUTURE, BE NAMED OR INCLUDED AS AN "ADDITIONAL INSURED" UNDER COMPANY'S INSURANCE. C. Company's duties and/or liability under this Agreement shall not expand regardless of: (a) whether or not the Systems, Equipment or Services capabilities are being used, and/or (b) whether or not there is any rendering and/or use of data/information that pertains to the Services. D. CLIENT AGREES THAT NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, COMPANY RELEASEES SHALL NOT BE RESPONSIBLE FOR, AND CLIENT HEREBY RELEASES THE COMPANY RELEASES FROM, ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING LOSS PROFITS) THAT CLIENT MAY INCUR OR EXPERIENCE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, THE SYSTEMS OR THE EQUIPMENT, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF ANY COMPANY RELEASEES ARE FOUND LIABLE FOR ANY REASON, THE SOLE AND EXCLUSIVE REMEDY OF CLIENT IN ANY SITUATION, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO CLIENT'S ACTUAL AND DIRECT DAMAGES, AND SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE AMOUNTS (EXCLUDING TAXES) INVOICED OVER THE PREVIOUS TWELVE (12) MONTH PERIOD AND DULY PAID BY CLIENT, SUCH AMOUNTS TO BE INCLUSIVE OF ANY DEFENSE COSTS. IF YOU WISH TO INCREASE THE MAXIMUM AMOUNT OF SUCH LIMITED LIABILITY, YOU MAY OBTAIN A HIGHER LIMIT BY PAYING AN ADDITIONAL AMOUNT BUT IN NO EVENT SHALL COMPANY BE HELD TO BE AN INSURER HEREUNDER. INDEMNIFICATION: A. Company shall indemnify and hold harmless client, its agents and employees, from and against any loss, damage, injury, judgement, liability, claim, lien or cause of action, including reasonable attorney's fees and/or costs, for injury to person or property, or death of a person (collectively hereinafter "Claims'), but only to the extent that such claims are determined by a court of competent jurisdiction: (a) to occur during the process of installing the equipment at the client premises; (b) to have arisen out of the performance of this agreement; and (c) were caused by the gross negligence or willful misconduct of company, its employees or agents while company, its employees or agents were acting within the scope of their duties and authority under this agreement. Notwithstanding anything to the contrary herein, company's indemnity obligations hereunder shall cease as of the date the installation of the equipment is completed. B. Client, to the fullest extent permitted by law, agrees to indemnify, defend and hold the company, its directors, officers, employees, contractors agents, representatives, successors and assigns free and harmless from and against any liability for fees, costs (including attorney's fees and costs), losses, claims, injury to or death of any person or damage to property caused by the improper operation of the equipment and legacy system, including related equipment, whether due to malfunction or non-function of the equipment or legacy system, and/or client's failure to comply with data privacy obligations and/or confidentiality obligations, judgments, and settlements, to the extent arising from or in any way related to these service terms, except as provided above. Client hereby waives all right of subrogation against company and company insurance carrier, if any, and agrees to carry its own insurance for personal injury and property damage. Said liability policy shall be sufficient to fulfill Client's indemnification and defense obligations hereunder. 7. Installation and Service; System Removal: You shall comply with any technical requirements set forth in the Proposal such as providing electrical power, transformers, wiring, conduits, insulation, lighting, door hardware and any specified environmental requirements. You also shall comply with any applicable laws, codes or standards and insure that installers are made aware of hidden pipes, wires or other objects within walls, floors, ceilings or other concealed spaces. 8. Title to Equipment, System and Panel: In the event that Client has purchased the Equipment, Company shall retain full and sole legal and equitable title in and to the Equipment until payment in full is made in accordance with the agreed-upon payment schedule, at which time ownership of the Equipment (except Equipment that is being leased by Client) shall transfer to Client. Delivery will be by common carrier F.O.B Seller's shipping point. Seller assumes sole risk of any and all loss, damage and destruction to the Equipment or the System or any part or component thereof during shipment. In the event the Client has purchased the Equipment, Client grants Company a security interest in the Equipment and the System until Company receives payment in full from Client. 9. Equipment Returns: You will pay our then -standard re -stocking fee for returned Equipment or System, including any restocking fees imposed on Company. Special or custom orders (including Equipment sold "As -Is") and any orders that zan Rafael Police btrpiw fm Propusjl 49917 0 By: All wd Univercal');"Technology S_•iv ces Page 110 of 11 916LI-EDUN IVERSAU 4C TECHNOLOGY SERVICES are master -keyed or final sale may not be canceled or returned. To be returned for credit, Equipment must be returned to Company in its original, unmarked, undamaged and unopened factory packaging, no later than 120 days after the earlier of the Equipment having been sold or shipped by Company to Client. 10. Assignment: You may not assign this Agreement to any third party, without the prior written consent of Company. The Client may assign this Agreement in whole or in part, after written permission has been obtained from the Company, to a successor in interest. The Company's consent to such an assignment shall not be unreasonably withheld. Any attempt by Client to assign this Agreement to any other third party shall be null and void. The Company may assign all or any portion of this Agreement. 11. Billing, Finance and Late Charges: A. Except for any Mobilization Fee (as defined below), Client shall pay all invoices, in full, within thirty (30) days after the date of invoice. For the avoidance of doubt, the invoice date shall be the date printed on the invoice document submitted to Client by Company and reproducible at Client's request. If an invoice is reissued by Company for any reason, including but not limited to Client request, the due date shall be thirty (30) days from the originally -issued invoice date. Invoices shall be issued in accordance with the agreed to project billing schedule based on the completion of the associated project milestones. Client agrees to pay a finance charge of one and one-half percent (1'/2%) per month, without limitation, for all invoiced amounts not paid within thirty (30) days after the date of invoice. In addition, Client shall pay an administrative fee (a late charge, as agreed upon damages and not a penalty) of five percent (5%) of any invoice not paid within sixty (60) days after the date of invoice. Company reserves the right to immediately stop current or future Services for Client when an invoice(s) becomes past due. B. Company reserves the right on any project to charge and invoice the Client fifty (50%) percent of the entire Proposal amount for the Project which shall be referred to as a "Mobilization Fee." The Mobilization fee enables the company to mobilize the workforce and order the associated equipment in a timely fashion. This Mobilization fee will be due and payable on receipt of invoice for such fee. It shall be credited against the total amount due. This Mobilization fee is subject to any restocking fees that may be applicable. The company reserves the right to not begin project work until the mobilization invoice payment is received by the Client. 12. Waiver: A written waiver by either Company or Client of any of the terms or conditions of this Agreement at any time shall not be deemed or construed to be a waiver of such term or condition for the future or of any subsequent breach of this Agreement. The failure of either Company or Client to enforce a particular provision of this Agreement shall not constitute a waiver of such provision or otherwise prejudice a such party's right to enforce such provision at a later time. 13. Applicable Law: This Agreement shall be governed by and construed according to the laws of the State of Texas without reference to its conflicts of law rules. The interpretation of this Agreement shall not be construed against the drafter. 14. Venue: Company and Client hereby irrevocably agree that any Suit arising out of, from, in connection with, or as a result of this Agreement or the subject matter hereof, or any Service, Systems or Equipment, shall be brought exclusively in the state or federal courts located in the county or district where Company's principal place of business is located (presently being Dallas County, Texas). Each Party hereby irrevocably consents to the exclusive jurisdiction and venue of each such court, and waives any objection that such Party may have to jurisdiction or venue therein, in any such Suit. Each Party hereby consents to the service of process in any Suit in accordance with the notice provisions of this Agreement. Each Party hereby waives any right to trial by jury in any Suit brought by the other Party. 15. Force Majure: Company shall not be responsible or liable in any respect for interruptions or delays in Service or failures of or damage to Systems or Equipment due to events outside the reasonable control of Company, including, without limitation, accidents, embargoes, labor stoppages, riots, military or police actions, active shooter events, terrorist acts, acts of God, lightning, fires, floods, inclement weather, or power or communications outages (collectively, "Force Majeure'). Any additional costs and expenses incurred by Company in performing the Services that result from Force Majeure shall be the responsibility of Client as an additional charge invoiced and paid by Client as they are incurred. To the extent that Company is unable to perform, or is delayed in performing, the Services due to Force Majeure, such nonperformance or delayed performance shall not constitute a breach of this Agreement or cause for termination of this Agreement. 16. Severability: If any of the terms or provisions of this Agreement are ruled to be invalid or inoperative, all the remaining terms and provisions shall remain in full force and effect. 17. Modifications: No modification to this Agreement shall be effective unless reduced to writing and executed by both parties. San Rafael Police Department Proposal 4997:' 2-0 Page 11 of 14 9 aLLIEDUNIVERSAC TECHNOLOGY SERVICES 18. Right to Terminate: Comeany and Client may terminate this Agreement in its sole discretion. with or without cause, upon sixty (60) days written notice to the other party. This Agreement may be terminated by Company, in whole or in part, for breach by Client upon five (5) days written notice that Client fails to cure within such period. Upon expiration or termination of this Agreement for any reason: (a) all licenses and other rights granted to Client shall automatically terminate; (b) all materials, other than archival copies, provided by either party to the other shall be destroyed or returned within five (5) days after the effective date of termination; and (c) all earned and undisputed unpaid fees and expenses shall become immediately due and payable. Each party's termination and other rights and remedies contained in this Agreement are cumulative and are in addition to all other rights and remedies available to the parties. 19. Regulatory Considerations: Client small fully comply. at its own cost and expense. with all applicable federal, state, provincial, and local statutes, laws, ordinances, rules, regulations, orders, permits and other legal requirements (collectively "Governmental Regulations") applicable to its operations, its capacity for receiving Services._ the Client Premises, and its performance under this Agreement, including, without limitation, those relating to: (a) health, safety or the environment; (b) accessibility by and accommodation of handicapped persons; and (c) discrimination of any type or manner. Client shall notify Company in writing within forty-eight (48) hours of any inquiry, notice, subpoena, lawsuit, or other evidence of an investigation by any public authority or the commencement of any judicial or administrative litigation or arbitration proceedings with respect to Company, the Services and/or this Agreement. Should Company be issued a citation or other sanction because of conditions on the Client Premises created by Client or others, including but not limited to, applicable health, safety and labor Governmental Regulations, Client shall pay and shall be responsible for any resulting fine. 20. Increased Costs: In the event that Company ex eriences an increase in its costs of providing the Services resulting from any change, whether or not anticipated, in (a) Taxes, permit fees and/or Governmental Regulations, or required withholdings imposed or assessed on amounts payable to and/or by Company hereunder or by or in respect of Company to its personnel, (b) costs imposed by third parties, and/or (c) costs related to insurance and other requirements, including, without limitation, costs incurred by Company pursuant to applicable Governmental Regulations, Client's payments for Services shall be increased by the amount of the increase in Company's costs resulting from such items. This increase in cost would only be applicable after the initial term of three years is completed and the Client selects to renew the contract. Company shall provide Client notice of such change in the applicable costs at that time. 21. Confidential and Proprietary Information: Company and Client acknowledge that the Agreement may impose upon either or both parties the obligations concerning Confidential Information (as defined below) of the other party, and if so. each party shall comply with all such obligations imposed upon it in the Agreement. "Confidential Information" means all information that is provided by the disclosing party to the receiving party for use in connection with the Systems, Equipment or Services, but does not include: (a) information the receiving party already knows prior to such disclosure; (b) information that becomes generally available to the public except as a result of disclosure by the receiving party in violation of this Agreement; and (c) information that becomes known to the receiving party from a source other than the disclosing party on a non -confidential basis. Confidential Information also includes (subject to the foregoing specific exclusions): (i) the terms of this Agreement; (ii) non-public personal or financial information relating to Client, a party's employees, customers or clients; and (iv) all trade secrets, proprietary data, information or documentation, or pricing or product information that the disclosing party provides to the receiving party. -IEDUNIVERSAV 0V16C TECHNOLOGY SERVICES BY SIGNING THIS AGREEMENT, YOU SPECIFICALLY ACKNOWLEDGE AND ACCEPT THE TERMS AND CONDITIONS AND INDICATE YOUR INTENT TO BE LEGALLY BOUND TO THE PROPOSAL AND THIS AGREEMENT. BY SIGNING THIS AGREEMENT, THE CLIENT REPRESENTS THAT THE PERSON SIGNING ON ITS BEHALF HAS THE AUTHORITY TO BIND THE CLIENT TO THIS PROPOSAL AND AGREEMENT. n _ By By:. Sales Representative Signature Sales Representative Printed Name By Client gnatureBy: —Jim --Schutz, City—Manager ` Ciie�tt Printed N,drrs2 Date: 1L -0 -7/1 Date Approved: { Aut ze Represpntadwe Signature All[AfUniversalo Technology ServicLs Billing Information Street Address City State Zip Code Contact Name Contact Phone Contact Email Invoice Delivery Method (email, portal, mail, other) PO # Authorized Representative Signature San Rafael Police Department San Rafael Police Department Proposal 49977-2 0 By- Allied Universal Technology Services Page 13 of 14 �VX RAN 41��� C ~� 2 yo �rN WITH ply 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: Police Project Manager: Glenn McElderry Extension: 5301 Contractor Name: Allied Universal Technology Services Contractor's Contact: James Gracey Contact's Email: james.gracey@aus.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 f Step RESPONSIBLE DEPARTMENT 1 Project Manager 2 1 City Attorney 3 Department Director 4 Project Manager i. 5 j Project Manager PRINT Project Manager City Attorney City Attorney DESCRIPTION a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org 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 Approval of final agreement form to send to contractor Forward three (3) originals of final agreement to contractor for their signature When necessary, contractor -signed agreement agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed $75,000; and for Public Works Contracts that exceed $175,000 Date of City Council approval CONTINUE ROUTING PROCESS WITH HARD COPY Forward signed original agreements to City Attorney with printed copy of this routing form Review and approve hard copy of signed agreement COMPLETED REVIEWER DATE Check/Initial 10/25/2021 fI GM 17CI 10/26/2021 ❑X LG 10/26/2021 ❑X LG (N/A) 11/1/2021 ❑ 11/1/2021 Xi ❑X N/A ❑X Or 11/17/2021 111» Review and approve insurance in PINS, and bonds (for Public Works Contracts) 1 City Manager/ Mayor Agreement executed by City Council authorized 10 " City Clerk official Attest signatures, retains original agreement and forwards copies to Project Manager GM M