AG 22-001 - SECURITY SOLUTIONS NORTHWEST, INCRETURN TO: Thomas Fichtner EXT: 2547
CITY OF FEDERAL WAY LAW DEPARTMENT RO
1. ORIGINATING DEPT./DIV: Information Technology
2. ORIGINATING STAFF PERSON: Thomas Fichtner EXT: 2547 3. DATE REQ. BY: ASAP
4. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
:11 PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
❑ OTHER
5. PROJECT NAME: Steel Lake Maintenance Video Security Monitoring
6. NAME OF CONTRACTOR: Security Solutions Northwest, Inc.
ADDRESS: 1619 N State Street, Bellingham, WA 99225 TELEPHONE (360) 734-4940
E-MAIL; tobeyv@ssnw.co FAX:
SIGNATURE NAME: TobeV Vos TITLE owner
7. EXHIBITS AND ATTACHMENTS: K SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
8. TERM: COMMENCEMENT DATE: 01/01/2022 COMPLETION DATE: 12/31/2025
9. TOTAL COMPENSATION $ 35,820.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES ® NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ®YES ®NO IF YES, $ PAID BY: ® CONTRACTOR ❑ CITY
RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED
❑ PURCHASING: PLEASE CHARGE TO: NSA
10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
❑ PROJECT MANAGER
V'DIRECTOR
❑— RISK MANAGEMENT (IF APPLICABLE)
LG/LAW Zyy 1 zW7 3
11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
INITIAL / DATE SIGNED
❑SLAW DEPARTMENT
W IGNATORY (MAYOR OR DIRECTOR) r]-
❑ CITY CLERK to
❑ ASSIGNED AG# AG,: e —d k
COMMENTS;
2/2017
DocuSign Envelope ID: 4C706354-3C52-4587-822E-OOECOE3C6D5C
All -In -One Commercial Agreement
Kenneth Kirschenbaum, Esel , Tel, No. (516) 747-6700
KIRSCHENBAUM CONTRACTSOCopyright 7-24-18
DEite. ��
Subscriber's ( Company ) Name:
SECURITY SOLUTIONS NORTHWEST INC
1619 N. State Street
Bellingham, WA 98225
(360) 734-4940
STANDARD COMMERCIAL SECURITY AGREEMENT
CitV of Federal
Site Address: 31130 28th Ave 5. , Federal way, WA 98003
Billing Address (if different from site address): 33325 8th Ave S., Federal
Telephone No.: 253-835-6912
Cell Phone No.: 253-261-3941
WA 98003
1. SECURITY SOLUTIONS Northwest Inc. (hereinafter referred to as'SSNW' or "ALARM COMPANY") agrees to sell, install, and program, at Subscriber's premises, and
Subscriber agrees to buy an electronic security system consisting of the equipment and services described in the attached Schedule of Equipment and Services.
Purchase Price: $ NA plus Washington State taxes (if applicable)
Down Payment: $ NA
Balance due upon completion of installation: $ NA
Approximate date work to begin NA
Estimated date work to be substantially completed NA
Maximum Retainage allowed: 5%
2. DESCRIPTION OF EQUIPMENT AND SERVICES:
Check Services Provided:
❑ Central Station Monitoring ❑ Service ❑ Inspection ❑ Remote Subscriber Access/Cameras ❑ Access Control Administration
❑ Alarm Signal Verification ❑ Guard Response ❑ Self -Monitoring R Other: (See Attached Schedule of Equipment and Services.)
3. PASSCODE TO CPU SOFTWARE REMAINS PROPERTY OF SSNW: Provided Subscriber performs this agreement for the full term, upon termination SSNW shall at
its option provide to Subscriber the passcode to the CPU software or change the passcode to the manufacturers default code. Software programmed by SSNW is the
intellectual property of SSNW and any unauthorized use of same, including derivative works, is strictly prohibited and may violate Federal Copyright Laws, Title 17 of
the United States Code, and may subject violator to civil and criminal penalties. The Equipment shall remain Subscribers personal property and shall not be considered
a fixture, or an addition to, alteration, conversion, improvement, modernization, remodeling, repair or replacement of any part of the realty, and Subscriber shall not
permit the attachment thereto of any apparatus not furnished by SSNW. SSNWs signs and decals remain the property of SSNW and must be removed upon termination
of this agreement.
4. CHECK BOX FOR APPROPRIATE SERVICES: Only services selected are included:
SERVICES AND RECURRING CHARGES: All charges are billed in advance and are plus tax, if applicable [select one option]:
Billing shall be: ❑ Monthly ® Quarter Annually ❑ Semi -Annually ❑ Annually
(a) CENTRAL STATION MONITORING CHARGES: Subscriber agrees to pay SSNW:
❑ (i) The sum of $ , payable in advance for the installation and programming of the communication software and communication devices if separate
from the alarm panel if not already installed.
❑ (ii) The sum of $ per month for the monitoring of the Security System for the term of this agreement.
(b) SERVICE (Select i or ii)
❑ (i) Subscriber agrees to pay SSNW on a per call basis. If this agreement provides for service on a per call basis, Subscriber agrees to pay SSNW for all parts
and labor at time of service. Subscriber is not obligated to call SSNW for per call service and SSNW is under no duty to provide service except its warranty service
during warranty period. Service by anyone other SNW during warranty period relieves SSNW of any further obligations under the Limited Warranty.
Subscriber to initial for per call service option:
❑ (ii) Subscriber agrees to pay SSNW for service of the security equipment the sum of $ per month for the term of this agreement.
❑ (c) INSPECTION AND TESTING: Subscriber agrees to pay SSNW $ per month for the term of this agreement for inspection service. If this option is selected
SSNW will make inspection(s) per year. Unless otherwise noted in the Schedule of Equipment and Services inspection service includes testing of all
accessible components to insure proper working order. If the system is UL Certified, the inspection will comply with UL requirements. SSNW will notify Subscriber
3 days in advance of inspection date. It is Subscriber's responsibility to reschedule or permit access. Testing at inspection insures only those components are in
proper working order at time of inspection unless otherwise reported to Subscriber at time of inspection. Inspection does not include repair. If sprinkler alarm or
other device monitoring water flow is inspected the inspection does not include inspection or testing of sufficiency of water supply, for which SSNW has no
responsibility or liability,
❑ (d) ALARM SIGNAL VERIFICATION: Subscriber agrees to pay SSNW the sum of $ per month for the term of this agreement. If Subscriber selects Alarm
Signal Verification as a service to be provided, or if Alarm Signal Verification is required by law, SSNW or its designated central station shall verify the alarm signal
by electronic telephone communication, video verification or such other verification system deemed appropriate by SSNW or as required by local law and only
verified alarm conditions shall be communicated to police or fire department
❑ (e) REMOTE SUBSCRIBER ACCESS / VIDEO STREAMING DATA [VSD] / CCTV / AUDIO / SELF -MONITORING: Subscriber agrees to pay SSNW the sum of
$ per month for the term of this agreement. Select remote access / video / audio services to be provided:
❑ Recording Device ❑ Central Station Remote Video / Audio Monitoring for Live Streaming ❑ Video Clips Monitored Upon Alarm Activation Only
❑ Verification Recorded Video Clips ❑ Cloud Service Data Storage and Retrieval ❑ Remote Access By Subscriber
❑ Video Data to Subscribers Smart Phone ❑ Self -Monitoring ❑ Audio ❑ Other (describe):
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DocuSign Envelope ID: 4C706354-3C52-4587-822E-OOECOE3C6D5C
❑ (f) ACCESS CONTROL ADMINISTRATION SERVICES: Subscriber agrees to pay SSNW the sum of $ per month for the term of this agreement Select
Access Control Administration services to be provided:
❑ Remote Access Administration ❑ On -Site Administration ❑ Data Storage ❑ Data Backup
❑ (g) GUARD RESPONSE: Subscriber agrees to pay SSNW the sum of $ per month for the term of this agreement which includes 3 guard response calls per
calendar year. Additional guard responses are billed at current market rate,
❑ (h) SELF -MONITORING: Subscriber agrees to pay SSNW the sum of $ per month for the term of this agreement, for self -monitoring services Self -
Monitoring is provided by third party vendors who facilitate signals and data from Subscribers alarm system to Subscriber's Internet or Cellular connected device.
Unless Subscriber has selected Central Station Monitoring, signals from Subscriber's security system will not be monitored by and no signals will be received by
any professional central station.
❑ IN LIEU OF SEPARATE RECURRING CHARGES IN PARAGRAPHS 4(a)-(h) ABOVE, SUBSCRIBER SHALL PAY $ PER MONTH WHICH INCLUDES
ALL THE CHECKED SERVICES IN PARAGRAPHS 4(a)-(h).
5. TERM OF AGREEMENT / RENEWAL: The term of this agreement shall be for a period of 3 years and shall automatically renew month to month thereafter
under the same terms and conditions, unless either party gives written notice to the other of their intention not to renew the agreement at least 30 days prior to the
expiration of any term. After the expiration of one year from the date hereof SSNW shall be permitted from time to time to increase all charges by an amount not to exceed
nine percent each year and Subscriber agrees to pay such increase. SSNW may invoice Subscriber in advance monthly, quarterly, or annually at SSNWs option. Unless
otherwise specified herein, all recurring charges for 4(a)-(h) services shall commence on the first day of the month next succeeding the date hereof, all payments being
due on the first day of the month.
6. CENTRAL STATION MONITORING SERVICES: Upon receipt of an alarm signal, video, or audio transmission, from Subscribers security system, SSNW or its designee
central station shall make every reasonable effort to notify Subscriber and the appropriate municipal police or fire department [First Responders] depending upon the type
of signal received. Not all signals or transmissions will require notification to the authorities and Subscriber may obtain a written response policy from SSNW. No
response shall be required for supervisory, loss of communication pathway, trouble, or low battery signals. Subscriber acknowledges that signals transmitted from
Subscriber's premises directly to municipal police or fire departments are not monitored by personnel of SSNW or SSNWs designee central station and SSNW does not
assume any responsibility for the manner in which such signals are monitored or the response, if any, to such signals. Subscriber acknowledges that signals and
transmissions are transmitted over telephone lines, wire, air waves, internet, VOIP, radio or cellular, or other modes of communication, and pass through communication
networks wholly beyond the control of SSNW and are not maintained by SSNW except SSNW may own the radio network, and SSNW shall not be responsible for any
failure which prevents transmission signals from reaching the central station monitoring center or damages arising therefrom, or for data corruption, theft or viruses to
Subscribers computers if connected to the alarm communication equipment. Subscriber agrees to furnish SSNW with a written Call List of names and telephone numbers
of those persons Subscriber wishes to receive notification of alarm signals. Unless otherwise provided in the Call List, SSNW will make a reasonable effort to contact the
first person reached or notified on the list either via telephone call, text, or email message. No more than one call to the list shall be required and any form of notification
provided for herein, including leaving a message on an answering machine, shall be deemed reasonable compliance with SSNWs notification obligation. All changes
and revisions shall be supplied to SSNW in writing. Subscriber authorizes SSNW to access the control panel to input or delete data and programming. If the equipment
contains video or listening devices permitting central station to monitor video or sound then upon receipt of an alarm signal, central station shall monitor video or sound
for so long as central station, in its sole discretion, deems appropriate to confirm an alarm or emergency condition. If Subscriber requests SSNW to remotely activate or
deactivate the system, change combinations, openings or closings, or re -program system functions, Subscriber shall pay SSNW $90.00 for each such service. SSNW
may, without prior notice, suspend or terminate its services, in SSNWs sole discretion, in event of Subscribers default in performance of this agreement or in event
central station facility or communication network is nonoperational or Subscribers alarm system is sending excessive false alarms or runaway signals. Central station is
authorized to record and maintain audio and video transmissions, data and communications, and shall be the exclusive owner of such property. All Subscriber information
and data shall be maintained confidentially by SSNW,
7. REPAIR SERVICE: Repair service pursuant to paragraph 4(b)(ii), includes all parts and labor, and SSNW shall service upon Subscriber's request the security system
installed in Subscriber's premises between the hours of 9 a.m. and 5 p.m. Monday through Friday, within reasonable time after receiving notice from Subscriber that
service is required, exclusive of Saturdays, Sundays and legal holidays. All repairs, replacement or alteration of the security system made by reason of alteration to
Subscriber's premises, or caused by unauthorized intrusion, water, insects, vermin, lightning, or electrical surge, or caused by any means other than normal usage, wear
and tear, shall be made at the cost of the Subscriber. Batteries, electrical surges, lightning damage, software upgrades and repairs, communication devices no longer
supported by communication pathways, obsolete components and components exceeding manufacturer's useful life are not included in service and will be repaired or
replaced at Subscribers expense payable at time of service. No apparatus or device shall be attached to or connected with the security system as originally installed
without SSNWs written consent.
8. SUBSCRIBER REMOTE ACCESS: If Remote Access is included in the Schedule of Equipment and Services to be installed and services provided by SSNW, the
equipment will transmit data via Subscribers high-speed Internet, cellular or radio communication service from remote device supplied by SSNW or Subscribers Internet
or wireless connection device which is compatible with SSNWs remote services. SSNW will grant access to server permitting Subscriber to monitor the security system,
access the system to arm, disarm and bypass zones on the system, view the remote video camera(s) and control other remote automation devices that may be installed
or, when system design permits, connect the system to the Intemet, over which SSNW has no control. The remote services server is provided either by SSNW or a third
party. SSNW shall install the camera(s) in a permissible legal location in Subscribers premises to permit Subscriber viewing. SSNW shall have no responsibility for
failure of data transmission, corruption or unauthorized access by hacking or otherwise and shall not monitor or view the camera data. Electronic data may not be
encrypted and wireless components of the alarm system may not meet Advanced Encryption Standard specifications for encryption of electronic data established by the
US National Institute of Standards and Technology or any other established criteria for encryption and SSNW shall have no liability for access to the alarm system by
others.
9. WIRELESS AND INTERNET ACCESS CAPABILITIES: Subscriber is responsible for supplying high-speed Internet access and/or wireless services at Subscribers
premises. SSNW does not provide Internet service, maintain Internet connection, wireless access or communication pathways, computer, smart phone, electric current
connection or supply, or in all cases the remote video server. In consideration of Subscriber making its monthly payments for remote access to the system, SSNW will
authorize Subscriber access. SSNW is not responsible for Subscribers access to the Internet or any interruption of service or down time of remote access caused by loss
of Internet service, radio or cellular or any other mode of communication used by Subscriber to access the system. Subscriber acknowledges that Subscriber's security
system can be compromised if the codes or devices used for access are lost or accessed by others and SSNW shall have no liability for such third party unauthorized
access. SSNW is not responsible for the security or privacy of any wireless network system or router. Wireless systems can be accessed by others, and it is the
Subscriber's responsibility to secure access to the system with pass codes and lock out codes. SSNW is not responsible for access to wireless networks or devices that
may not be supported by communication carriers and upgrades to Subscriber's system will be at Subscriber's expense. If Subscriber is Self -Monitoring, no signals will
be received unless Subscriber has access to the selected mode of communication pathway such as cellular, radio or Internet service.
10. ACCESS CONTROL SYSTEM OPERATION AND LIMITATIONS / ACCESS CONTROL ADMINISTRATION: If Access Control is selected as a service to be provided
and included in the Schedule of Equipment and Services, Access Control equipment shall be connected to a computer supplied by the Subscriber and connected to
Subscribers computer network. If data storage or backup is a selected service SSNW or its designee shall store and/or backup data received from Subscribers system
for a period of one year. SSNW shall have no liability for data corruption or inability to retrieve data even if caused by SSNWs negligence. Subscribers data shall be
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DocuSign Envelope ID: 4C706354-3C52-4587-822E-OOECOE3C6D5C
maintained confidential and shall be retrieved and released only to Subscriber or upon Subscriber's authorization or by legal process. Internet access is not provided by
SSNW and SSNW has no responsibility for such access or IP address service. SSNW shall have no liability for unauthorized access to the system through the Internet
or other communication networks or data corruption or loss for any reason whatsoever. If Access Control Administration is selected as a service to be provided SSNW
will maintain the data base for the operation of the Access Control System. Subscriber will advise SSNW of all change in personnel and or changes in access levels of
authorization and restrictions, providing access card serial numbers or biometric data and such information that Subscriber deems necessary to identify personnel. All
communication by Subscriber to SSNW regarding personnel access must be in writing via email or fax to addresses designated by SSNW. SSNW shall have remote
Internet access to the Subscribers designated access control computer to program and make database updates to the system. Subscriber is responsible for maintaining
its computer and computer network and Internet access.
11. AUDIO / VIDEO SYSTEM OPERATION AND LIMITATIONS: If Audio / Video System is selected as a service to be provided and included in the Schedule of Equipment
and Services, and if video equipment is attached to a recorder, it shall not be used for any other purpose. SSNW shall be permitted to access and make changes to the
system's operation on site and over the internet If data storage is selected service, SSNW shall store data received from Subscriber's system for one year. SSNW
shall have no liability for data corruption or inability to retrieve data even if caused by SSNW's negligence. Subscriber's data shall be maintained confidential and shall
be retrieved and released only to Subscriber or upon Subscriber's authorization or by legal process. Telephone or internet access is not provided by SSNW and SSNW
has no responsibility for such access or IP address service. If system has remote access SSNW is not responsible for the security or privacy of any wireless network
system or router, and it is the Subscriber's responsibility to secure access to the system with pass codes and lock outs. SSNW shall have no liability for unauthorized
access to the system through the internet or other communication networks or data corruption or loss for any reason whatsoever. If audio or video devices are installed,
Subscriber has been advised to independently ascertain that the audio or video devices are used lawfully. SSNW has made no representations and has provided no
advice regarding the use of audio or video devices, and it is Subscriber's sole responsibility to use the camera and audio devices lawfully.
12. GUARD RESPONSE: If guard response is specified as a service to be provided, upon receipt of an alarm signal, SSNW or its subcontractor shall as soon as may be
practical send one or more of its guards to the Subscriber's premises. Unless the guard determines that the alarm is a false alarm and that no situation requiring police
or fire department services exist, the guard shall notify the central station or police or fire department directly that an emergency situation exists and wait up to 15 minutes
for the municipal police or fire department personnel or Subscriber to arrive at the premises and if permitted by the police shall assist in making a search of the premises
to determine the cause of the alarm condition. If provided with keys to the premises the guard shall endeavor to secure the premises. However, Subscriber acknowledges
that the guard is not required to enter the premises and shall not be required to remain stationed at Subscriber's premises for more than 15 minutes after initial arrival.
LIMITED WARRANTY ON SALE
13. In the event that any part of the security equipment becomes defective, SSNW agrees to make all repairs and replacement of parts without costs to the Subscriber for
a period of ninety (90) days from the date of installation. SSNW reserves the option to either replace or repair the alarm equipment, and reserves the right to substitute
materials of equal quality at time of replacement or to use reconditioned parts in fulfillment of this warranty. This warranty does not include batteries, electrical surges,
lightning damage, software upgrades and repairs, communication devices that are no longer supported by communication pathways, obsolete components, and
components exceeding manufacturer's useful life. SSNW is not the manufacturer of the equipment and other than SSNW's limited warranty Subscriber agrees to look
exclusively to the manufacturer of the equipment for repairs under its warranty coverage if any. Except as set forth in this agreement, SSNW makes no express
warranties as to any matter whatsoever, including, without limitation to, unless prohibited by law, the condition of the equipment, its merchantability, or its
fitness for any particular purpose and SSNW shall not be liable for consequential damages. SSNW does not represent nor warrant that the security system may
not be compromised or circumvented, or that the system will prevent any loss by burglary, hold-up, or otherwise; or that the system will in all cases provide the protection
for which it is installed. SSNW expressly disclaims any implied warranties, including implied warranties of merchantability or fitness for a particular purpose.
The warranty does not cover any damage to material or equipment caused by accident, misuse, attempted or unauthorized repair service, modification, or improper
installation by anyone other than SSNW. Subscriber acknowledges that any affirmation of fact or promise made by SSNW shall not be deemed to create an express
warranty unless included in this agreement in writing; that Subscriber is not relying on SSNW's skill or judgment in selecting or furnishing a system suitable for any
particular purpose and that there are no warranties which extend beyond those on the face of this agreement, and that SSNW has offered additional and more
sophisticated equipment for an additional charge which Subscriber has declined. Subscriber's exclusive remedy for SSNW's breach of this agreement or negligence to
any degree under this agreement is to require SSNW to repair or replace, at SSNW's option, any equipment which is non -operational. This Limited Warranty is
independent of and in addition to service contracted under paragraph 4(b)(ii) of this agreement. This Limited Warranty gives you specific legal rights and you may also
have other rights which vary from state to state. If required by law, SSNW will procure all permits required by local law and will provide a Certificate of Workman's
Compensation prior to starting work.
GENERAL PROVISIONS
14. DELAY IN DELIVERY / INSTALLATION / RISK OF LOSS OF MATERIAL: SSNW shall not be liable for any damage or loss sustained by Subscriber as a result of
delay in delivery and/or installation of equipment, equipment failure, or for interruption of service due to electric failure, strikes, walk -outs, war, acts of God, or other
causes, including SSNWs negligence or failure to perform any obligation. The estimated date work is to be substantially completed is not a definite completion date
and time is not of the essence. In the event the work is delayed through no fault of SSNW, SSNW shall have such additional time for performance as may be reasonably
necessary under the circumstances. Subscriber agrees to pay SSNW the sum of $1,000 per day for each business day the work is re -scheduled or delayed by
Subscriber or others engaged by Subscriber through no fault of SSNW on less than 24 hour notice to SSNW. If installation is delayed for more than one year from date
hereof by Subscriber or other contractors engaged by Subscriber and through no fault of SSNW, Subscriber agrees to pay an additional 5% of the contract Purchase
Price upon installation. Subscriber assumes all risk of loss of material once delivered to the job site. Should SSNW be required by existing or hereafter enacted law to
perform any service or furnish any material not specifically covered by the terms of this agreement Subscriber agrees to pay SSNW for such service or material.
15. TESTING OF SECURITY SYSTEM: The parties hereto agree that the security equipment, once installed, is in the exclusive possession and control of the Subscriber,
and it is Subscriber's sole responsibility to test the operation of the security equipment and to notify SSNW if any equipment is in need of repair. Service, if provided, is
pursuant to paragraphs 4 and 7, SSNW shall not be required to service the security equipment unless it has received notice from Subscriber, and upon such notice,
SSNW shall, during the warranty or repair service plan period, service the security equipment to the best of its ability within 36 hours, exclusive of Saturday, Sunday
and legal holidays, during the business hours of 9 a.m. and 5 p.m. Subscriber agrees to test and inspect the security equipment and to advise SSNW of any defect,
error or omission in the security equipment In the event Subscriber complies with the terms of this agreement and SSNW fails to repair the security equipment within
36 hours after notice is given, excluding Saturdays, Sundays, and legal holidays, Subscriber agrees to send notice that the security equipment is in need of repair to
SSNW, in writing, by certified or registered mail, return receipt requested, and Subscriber shall not be responsible for payments due while the security equipment remains
inoperable. In any lawsuit between the parties in which the condition or operation of the security equipment is in issue, the Subscriber shall be precluded from raising
the issue that the security equipment was not operating unless the Subscriber can produce a post office certified or registered receipt signed by SSNW, evidencing that
warranty service was requested by Subscriber.
16. CARE AND SERVICE OF SECURITY SYSTEM: Subscriber agrees not to tamper with, remove or otherwise interfere with the Security System which shall remain in
the same location as installed. All repairs, replacement or alteration of the security system made by reason of alteration to Subscriber's premises, or caused by
unauthorized intrusion, lightning, or electrical surge, or caused by any means other than normal usage, wear and tear, shall be made at the cost of the Subscriber.
Batteries, electrical surges, lightning damage, software upgrades and repairs, communication devices that are no longer supported by communication pathways, obsolete
components and components exceeding manufacturer's useful life, are not included in warranty or service under paragraph 4(b) (ii) and will be repaired or replaced at
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Subscribers expense payable at time of service. No apparatus or device shall be attached to or connected with the security system as originally installed without
SSNWs written consent.
17. ALTERATION OF PREMISES FOR INSTALLATION: SSNW is authorized to make preparations such as drilling holes, driving nails, making attachments or doing any
other thing necessary in SSNWs sole discretion for the installation and service of the security system, and SSNW shall not be responsible for any condition created
thereby as a result of such installation, service, or removal of the security system, and Subscriber represents that the owner of the premises, if other than Subscriber,
authorizes the installation of the security system under the terms of this agreement.
18. SUBSCRIBER'S DUTY TO SUPPLY ELECTRIC AND TELEPHONE SERVICE: Subscriber agrees to furnish, at Subscriber's expense, all 110 Volt AC power, electrical
outlet, ARC Type circuit breaker and dedicated receptacle, Internet connection, high-speed broadband cable or DSL and IP Address, telephone hook-ups, RJ31x Block
or equivalent, as deemed necessary by SSNW.
19. LIEN LAW: SSNW or any subcontractor engaged by SSNW to perform the work or furnish material who is not paid may have a claim against purchaser or the owner
of the premises if other than the purchaser which may be enforced against the property in accordance with the applicable lien laws.
20. INDEMNITY / WAIVER OF SUBROGATION RIGHTS / ASSIGNMENTS: Subscriber agrees to defend, advance expenses for litigation and arbitration, including
investigation, legal and expert witness fees, indemnify and hold harmless SSNW, its employees, agents and subcontractors, from and against all claims, lawsuits,
including those brought by third -parties or by Subscriber, including reasonable attorneys' fees and losses, asserted against and alleged to be caused by SSNWs
performance, negligence or failure to perform any obligation under or in furtherance of this agreement. Parties agree that there are no third -party beneficiaries of this
agreement. Subscriber on its behalf and any insurance carrier waives any right of subrogation Subscriber's insurance carrier may otherwise have against SSNW or
SSNWs subcontractors arising out of this agreement or the relation of the parties hereto. Subscriber shall not be permitted to assign this agreement without written
consent of SSNW. SSNW shall have the right to assign this agreement and shall be relieved of any obligations herein upon such assignment.
21. EXCULPATORY CLAUSE: SSNW and Subscriber agree that SSNW is not an insurer, and no insurance coverage is offered herein_ The security system, equipment,
and SSNWs services are designed to detect and reduce certain risks of loss, though SSNW does not guarantee that no loss or damage will occur. SSNW is not
assuming liability, and, therefore, shall not be liable to Subscriber or any other third party for any loss, economic or non -economic, in contract or tort, data corruption or
inability to retrieve data, personal injury or property damage sustained by Subscriber as a result of equipment failure, human error, burglary, theft, hold-up, fire, smoke,
water or any other cause whatsoever, regardless of whether or not such loss or damage was caused by or contributed to by SSNWs breach of contract, negligent
performance to any degree in furtherance of this agreement, any extra contractual or legal duty, strict products liability, or negligent failure to perform any obligation
pursuant to this agreement or any other legal duty,
22. INSURANCE / ALLOCATION OF RISK: Subscriber shall maintain a policy of Comprehensive General Liability and Property Insurance for liability, casualty, fire, theft,
and property damage under which Subscriber is named as insured and SSNW is named as additional insured and which shall cover any loss or damage SSNWs
services are intended to detect to one hundred percent of the insurable value or potential risk. The parties intend that the Subscriber assume all potential risk and
damage that may arise by reason of failure of the equipment, system or SSNWs services and that Subscriber will look to its own insurance carrier for any loss or assume
the risk of loss. SSNW shall not be responsible for any portion of any loss or damage which is recovered or recoverable by Subscriber from insurance covering such
loss or damage or for such loss or damage against which Subscriber is indemnified or insured. Subscriber and all those claiming rights under Subscriber waive all rights
against SSNW and its subcontractors for loss or damages caused by perils intended to be detected by SSNWs services or covered by insurance to be obtained by
Subscriber, except such rights as Subscriber or others may have to the proceeds of insurance.
23. LIMITATION OF LIABILITY: SUBSCRIBER AGREES THAT SHOULD THERE ARISE ANY LIABILITY ON THE PART OF SSNW AS A RESULT OF SSNWS BREACH
OF THIS CONTRACT, NEGLIGENT PERFORMANCE TO ANY DEGREE OR NEGLIGENT FAILURE TO PERFORM ANY OF SSNWS OBLIGATIONS PURSUANT
TO THIS AGREEMENT OR ANY OTHER LEGAL DUTY, EQUIPMENT FAILURE, HUMAN ERROR, OR STRICT PRODUCTS LIABILITY, WHETHER ECONOMIC OR
NON -ECONOMIC, IN CONTRACT OR IN TORT, THAT SSNWS LIABILITY SHALL BE LIMITED TO THE SUM OF $250.00 OR 6 TIMES THE MONTHLY PAYMENT
FOR SERVICES BEING PROVIDED AT TIME OF LOSS, WHICHEVER IS GREATER. IF SUBSCRIBER WISHES TO INCREASE SSNWS AMOUNT OF LIMITATION
OF LIABILITY, SUBSCRIBER MAY, AS A MATTER OF RIGHT, AT ANY TIME, BY ENTERING INTO A SUPPLEMENTAL AGREEMENT, OBTAIN A HIGHER LIMIT
BY PAYING AN ANNUAL PAYMENT CONSONANT WITH SSNWS INCREASED LIABILITY. THIS SHALL NOT BE CONSTRUED AS INSURANCE COVERAGE.
SUBSCRIBER ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS EXCULPATORY CLAUSE, INDEMNITY, INSURANCE, ALLOCATION OF RISKAND LIMITATION
OF LIABILITY PROVISIONS.
24. LEGAL ACTION / BREACH / LIQUIDATED DAMAGES / AGREEMENT TO BINDING ARBITRATION: The parties agree that due to the nature of the services to be
provided by SSNW, the payments to be made by the Subscriber for the term of this agreement form an integral part of SSNWs anticipated profits; that in the event of
Subscriber's default it would be difficult if not impossible to fix SSNWs actual damages. Therefore, in the event Subscriber defaults in any payment or charges to be
paid to SSNW, Subscriber shall be immediately liable for any unpaid installation and invoiced charges plus 80% of the balance of all payments for the entire tens of
this agreement as LIQUIDATED DAMAGES and SSNW shall be permitted to terminate all its services, including but not limited to terminating monitoring service, under
this agreement and to remotely re -program or delete any programming without relieving Subscriber of any obligation herein.
SUBSCRIBER ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS A LIQUIDATED DAMAGE CLAUSE.
The prevailing party in any litigation or arbitration is entitled to recover its reasonable legal fees from the other party. In any action commenced by SSNW against
Subscriber, Subscriber shall not be permitted to interpose any counterclaim. SUBSCRIBER AGREES THAT SUBSCRIBER MAY BRING CLAIMS AGAINST SSNW
ONLY IN SUBSCRIBER'S INDIVIDUAL CAPACITY, AND NOT AS A CLASS ACTION PLAINTIFF OR CLASS ACTION MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING, ANY DISPUTE BETWEEN THE PARTIES OR ARISING OUT OF THIS AGREEMENT, INCLUDING ISSUES OF ARBITRABILITY,
SHALL, AT THE OPTION OF ANY PARTY, BE DETERMINED BY BINDING AND FINAL ARBITRATION BEFORE A SINGLE ARBITRATOR ADMINISTERED BY
ARBITRATION SERVICES INC., ITS SUCCESSORS OR ASSIGNS, PURSUANT TO ITS ARBITRATION RULES AT WWW.ARBITRATIONSERVICESINO.COM,
EXCEPT THAT NO PUNITIVE OR CONSEQUENTIAL DAMAGES MAYBE AWARDED. The arbitrator shall be bound by the terms of this agreement and is authorized
to conduct proceedings by telephone, video or by submission of papers. By agreeing to this arbitration provision, you are waiving your right to a jury trial, waiving your
right to appeal the arbitration award and waiving your right to participate in a class action. Service of process or papers in any legal proceeding or arbitration between
the parties may be made by First -Class Mail delivered by the U.S. Postal Service addressed to the party's address in this agreement or another address provided by
the party in writing to the party making service. The parties submit to the jurisdiction and laws of Washington and agree that any litigation or arbitration between the
parties may be commenced and maintained in the county where SSNWs principal place of business is located or Nassau County, New York The parties waive trial by
jury in any action between them unless prohibited by law. Any action between the parties must be commenced within one year of the accrual of the cause of action or
shall be barred. All actions or proceedings by either party must be based on the provisions of this agreement. Any other action that Subscriber may have or bring
against SSNW in respect to other services rendered in connection with this agreement shall be deemed to have merged in and be restricted to the terms and conditions
of this agreement.
SUBSCRIBER ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE DISPUTES AND THAT ARBITRATION IS BINDING AND
FINAL AND THAT SUBSCRIBER IS WAIVING SUBSCRIBER'S RIGHT TO TRIAL IN A COURT OF LAW AND OTHER RIGHTS.
Page 4 of 6
DocuSign Envelope ID: 4C706354-3C52-4587-822E-OOECOE3C6D5C
25. SSNW'S RIGHT TO SUBCONTRACT SPECIAL SERVICES: Subscriber agrees that SSNW is authorized and permitted to subcontract any services to be provided by
SSNW to third parties who may be independent of SSNW, and that SSNW shall not be liable for any loss or damage sustained by Subscriber by reason of fire, theft,
burglary or any other cause whatsoever caused by the negligence of third parties. Subscriber appoints SSNW to act as Subscriber's agent with respect to such third
parties, except that SSNW shall not obligate Subscriber to make any payments to such third parties. Subscriber acknowledges that this agreement, and particularly
those paragraphs relating to SSNW's disclaimer of warranties, exemption from liability, even for its negligence, limitation of liability and indemnification, inure to the
benefit of and are applicable to any assignees, subcontractors, manufacturers, vendors and central station of SSNW.
26. MOLD, OBSTACLES AND HAZARDOUS CONDITIONS: Subscriber shall notify SSNW in writing of any undisclosed, concealed or hidden conditions in any area
where installation is planned, and Subscriber shall be responsible for removal of such conditions. In the event SSNW discovers the presence of suspected asbestos or
other hazardous material, SSNW shall stop all work immediately and notify Subscriber. It shall be Subscriber's sole obligation to remove such conditions from the
premises, and if the work is delayed due to the discovery of suspected asbestos or other hazardous material or conditions then an extension of time to perform the work
shall be allowed and Subscriber agrees to compensate SSNW for any additional expenses caused by the delay but not less than $1000.00 per day until work can
resume. If SSNW, in its sole discretion, determines that continuing the work poses a risk to SSNW or its employees or agents, SSNW may elect to terminate this
agreement on 3-day notice to Subscriber and Subscriber shall compensate SSNW for all services rendered and material provided to date of termination. SSNW shall
be entitled to remove all its equipment and uninstalled equipment and material from the job site. Under no circumstances shall SSNW be liable to Subscriber for any
damage caused by mold or hazardous conditions or remediation thereof.
27. NON -SOLICITATION: Subscriber agrees that it will not solicit for employment for itself, or any other entity, or employ, in any capacity, any employee of SSNW assigned
by SSNW to perform any service for or on behalf of Subscriber for a period of two years after SSNW has completed providing service to Subscriber. In the event of
Subscriber's violation of this provision, in addition to injunctive relief, SSNW shall recover from Subscriber an amount equal to such employee's salary based on the
average three months preceding employee's termination of employment with SSNW, times twelve, together with SSNW's counsel and expert witness fees.
28. FALSE ALARMS / PERMIT FEES / WITNESS FEES: Subscriber is responsible for all alarm permits and fees, agrees to file for and maintain any permits required by
applicable law and indemnify or reimburse SSNW for any fees or fines relating to permits or false alarms. SSNW shall have no liability for permit fees, false alarms,
false alarm fines, the manner in which police or fire department responds, or the refusal of the police or fire department to respond. In the event of termination of police
or fire department response this agreement shall nevertheless remain in full force and Subscriber shall remain liable for all payments provided for herein. In the event
Subscriber or any third party subpoenas or summons SSNW requiring any services or appearances, Subscriber agrees to pay SSNW $150 per hour for such services
and appearances. Subscriber shall reimburse SSNW for any central station charges for excessive, run -a -way or false alarm signals.
29. SECURITY INTEREST / COLLATERAL: To secure Subscribers obligations under this agreement Subscriber grants SSNW a security interest in the security equipment
installed by SSNW and SSNW is authorized to file a financing statement.
30. CREDIT INVESTIGATION: Subscriber and any guarantor authorize SSNW to conduct credit investigations from time to time to determine Subscribers and guarantors
credit worthiness.
31. FULL AGREEMENT / SEVERABILITY: This agreement along with the Schedule of Equipment and Services constitute the full understanding of the parties and may
not be amended, modified, or canceled, except in writing signed by both parties. Subscriber acknowledges and represents that Subscriber has not relied on any
representation, assertion, guarantee, warranty, collateral agreement, or other assurance, except those set forth in this Agreement. Subscriber hereby waives all rights
and remedies, at law or in equity, arising, or which may arise, as the result of Subscribers reliance on such representation, assertion, guarantee, warranty, collateral
agreement, or other assurance. To the extent this agreement is inconsistent with any other document or agreement, whether executed prior to, concurrently with or
subsequent to this agreement the terms of this agreement shall govern. This agreement shall run concurrently with and shall not terminate or supersede any existing
agreement between the parties unless specified herein. Should any provision of this agreement be deemed void, the remaining parts shall be enforceable.
SUBSCRIBER ACKNOWLEDGES RECEIVING A FULLY EXECUTED COPY
OF THIS AGREEMENT AND SCHEDULE OF EQUIPMENT AND SERVICES AT TIME OF EXECUTION.
SECURITY SOLUTIONS NORTHWEST INC.:
By. FD—Signed by:
4 Vid
12/8/2021
Date
SUBSCRIBER: city of Federal
Full Business Name
By.
aiure by'efllbqftEdl 0 car
7iln Ferrell 91-1462550
Print Name Tax ID or EIN
Mayor %2h h
Title Date
Page 5 of 6
DocuSign Envelope ID: 4C706354-3C52-4587-822E-OOECOE3C6D5C
Customer Information:
Property Owner / Company: City of Federal Way
Billing address of Property Owner: 33325 8th Ave 5. , Federal Way, WA 98003
Property Owner Telephone No.: 253-835-6912
Accounts Payable Contact: Doni el l e Neyel s
A/P Telephone No.: 253-835-2529 Email: AccountPayable@cityoffederalway.com
Name of the Property Monitored: Steel Lake Maintenance
Physical address of Property Monitored: 31130 28th Ave 5. , Federal Way, WA 98003
Property Management: ❑ YES R NO
Property Management Company:
Property Management Contact: _
Telephone No.:
Email:
Email: Jason. Gerwen@cityoffederalwa(VelA0RbneNo: 253-261-3941
Do you want Property Management to be billed? ❑ YES %] NO
Billing address of Property Management:
Telephone No.: Email:
Page 6 of 6
DocuSign Envelope ID: 4C706354-3C52-4587-822E-OOECOE3C6D5C
All in One Commercial Security Schedule of Equipment & Services
Kenneth Kimehenbaum, Esq., Tel. No (516) 747-6700
KIRSCHENBAUM CONTRACTSOCopyright 11117
SECURITY SOLUTIONS NW
1619 N. State Street
Bellingham, WA 98225
(360) 734-4940
SCHEDULE OF EQUIPMENT AND SERVICES
Describe Equipment (Model #): Utilize existing and new cameras as detailed in the quote.
Equipment installed per COFW/SSNW Contract. All equipment will be new.
Describe Services: We use "Smart" CCTV systems using video analytics to generate alarms
sent to an agent who investigates the alarm and determines the cause. We then react by
conducting a live audio Voice down and/or dispatching the appropriate authorities. Each incident is
documented with a detailed report. All events are counted and tracked for detailed usage reports.
The definition of an event is anytime an agent needs to look at a camera. This can include false
,alarms such as spiders. mQths, or authorized activity.
Number of Events in Pac
200 (per month)
e
SECURITY SOLUTIONS NORTHWEST:
DocuSigned by:
By: r V;-"
%t&W49W_1E4DB...
12/8/2021
Total Monthly Price
$995.00
SUBSCRIBER:, City of Federal way
Full Business Name
By: (a�2�
5 re by AuElorSxad officer
Jim Ferrell 91-1462550
Print Name Tax ID or EIN
Mayor
TtSe e