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HomeMy WebLinkAboutPK12-126 - Original - Smith Fire Systems Management, LLC - Kent Municipal Court Remodel Security Intrusions System - 4/20/12 Records Man-� �`Ige' rn 0 T - t W ASHIHOTON ' Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: Smith Fire Systems Management, LLC Vendor Number: 67830 JD Edwards Number Contract Number: lox Id'- 19'(P This is assigned by City Clerk's Office Project Name: Kent Municipal Court Remodel Security Intrusion System Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 4/2012 Termination Date: 6/2012 Contract Renewal Notice (Days): 90 Days Number of days required notice for termination or renewal or amendment Contract Manager: Alex Ackley Department: Parks/Facilities Detail: (i.e. address, location, parcel number, tax id, etc.): 1220 S Central Ave Kent, Wa. S Publlc\RecordsManagement\Forms\ContractCover\adcc7832 1 11/08 KENT WASHINOTON GOODS & SERVICES AGREEMENT between the City of Kent and Smith Fire Systems Management, LLC THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Smith Fire Systems Management, LLC organized under the laws of the State of Washington, located and doing business at 1106 54"' Ave E., Tacoma, Wa. Matthew Abel 253-248-2006 (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. Vendor shall provide the following goods and materials and/or perform the following services for the City: Will provide materials, permits ans installation labor for the intrusion system at Kent Municipal Court located at 1220 Central Ave. S., Kent, in accordance with proposal dated February 8, 2012, which is attached as Exhibit A. Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall complete the work and provide all goods, materials, and services by June 30, 2012. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $4,525.64, including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: GOODS & SERVICES AGREEMENT - 1 Net 30 upon completion If the City objects to ail or any portion of an invoice, it shall notify Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Vendor maintains and pays for its own place of business from which Vendor's services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required GOODS & SERVICES AGREEMENT - 2 by Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, section XIV(D), within fourteen (14) calendar days of the date Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. GOODS & SERVICES AGREEMENT - 3 A. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). VIII. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. IX. WARRANTY. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. Vendor warrants goods are merchantable, are fit for the articular purpose for which the were obtained, and will P p Y perform in accordance with their specifications and Vendor's representations to City. The Vendor shall correct all defects in workmanship and materials within one (1) year from the date of the City's acceptance of the Contract work. In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. GOODS &SERVICES AGREEMENT - 4 X. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. XI. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then Vendor shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part. The provisions of this section shall survive the expiration or termination of this Agreement. XII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. XIII. WORK PERFORMED AT VENDOR'S RISK. Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Vendor's own risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. GOODS & SERVICES AGREEMENT - 5 B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XI of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Vendor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. GOODS & SERVICES AGREEMENT - 6 I Countemarts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. - VENDOR: CITY OF KENT: By: By: gna ure signature Print Name:marAI meth P ' e Jeff Watling Its President Its: Parks & Human Services Director DATE 03130i12 (title) DATE- NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Matthew Abel Alex Ackley Smith Fire Systems Management, LLC City of Kent 110654 thAve East 220 Fourth Avenue South Tacoma, Washington 98424 Kent, WA 98032 253-248-2006 (telephone) (253) 856-5081 (telephone) mabeIR-smithfire com (facsimile) (253) 856-6080 (facsimile) smiMlimcourtburpaml P--AnnC 0 0CD%11(%C0 AP-DCCIIACAIT 7 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be .considered- a breach of contract and it will be at the City"s sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. 1 have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability, 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. S. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the.five requirements referenced above. Dated this 30th day of March 12012 By: 0,06� 07 For Smith Fire Syste Management,LLC Title- President Date: 03/30/2012 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement, I, the undersigned, a duly represented agent of Smith Fire Systems Management, LLC Company, hereby acknowledge and declare that the before mentioned company was the prime contractor for the Agreement known as FA12026 that was entered into on the 30th of March,2012 (date), between the firm I represent and the City of Kent declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1 2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before- mentioned Agreement. Dated this 30 day of March ,2012 By: For Smith Fire S stqfns Management,LLC Title President Date: 03/30n2 (253)248-2000•FAX(253)92"726 Smith Fire Systems Management,LLC 1106 54th Avenue East - Tacoma,Washington 98424 February 8, 2012 Attention: David Gilmore Reference: City of Kent Municipal Court 1210 Central Avenue S Kent, WA 98032 Estimate Number: ITM12-01139 David, The following is our proposal to provide the additional changes to your intrusion alarm system which we discussed from my site visit. SMITH FIRE SYSTEMS MANAGEMENT, LLC (SFSM) will provide materials, permits and installation labor for the intrusion system at the above referenced building for the amount of $4,133.00 plus applicable state and local taxes. Price includes only that described in the attached scope of work. If you have any questions regarding this, please contact me. Thank you for the opportunity to provide this proposal. Sincerely, Matthew Abel L.V. Manager Direct: 253-248-2006 E-mail: mabel@smithfire.com 1 SECURITY ADDITIONS SCOPE OF WORK City of Kent Municipal Court Included in the scope of work are the following; 1. Provide and install one (1) Bosch D7212GV3 intrusion control panel. Both of the existing intrusion systems will be merged onto the new control panel. This includes battery backup. 2. Provide and install two (2) Bosch D1255 intrusion system keypads. These will be replacing existing keypads at each end of the East Corridor. 3. Provide and install one (1) Bosch D8125CW-V2 supervised wireless interface along with one (1) Bosch EN4200 supervised wireless receiver. This will replace the existing non- supervised receiver. 4. Provide and install five (5) Bosch EN1223D emergency supervised wireless dual button panic transmitters. 5. Provide and install one (1) Bosch D8128D 8 point expansion module bringing the total number of hard wired available points up to 16. 6. Attach the existing intrusion input devices to the new intrusion control panel using the existing cable as follows. A. Seven (7) hardwired holdup stations distributed between the courtrooms and payment windows. B. Two (2) existing motion detectors. C. Five (5) perimeter single man doors. D. One (1) perimeter double man door. 7. Provide programming and training on use of the new system. CLARIFICATIONS A) This proposal is good for 60 days from the date of this proposal. B) All work will be performed during normal business hours, Monday- Friday, 7:OOam to 5:OOpm. C) All wires will be installed per the National Electrical Code (NEC), the State of Washington Electrical Codes. D) This proposal is based on free and unhindered access throughout the facility including access to all ground space beneath our devices and wiring routes. E) This proposal is based on a walkthrough with David Gilmore, City of Kent. F) Currently many of the existing intrusion input devices are combined on existing zones. We will attempt to separate the devices onto independent zones when possible, but at no point shall SFSM run new wiring to the existing intrusion devices. G) The existing interior doors are not to be attached to the new intrusion system. H) SFSM will be removing only the existing intrusion control panels and the two (2) existing keypads that we will be replacing. We will not be removing any other equipment and/or abandoned cable and wiring. EXCLUSIONS A) Service or repair of any existing system field wiring due to damage or defects. B) Service or repair of any existing field devices due to damage or defects 2 BY SIGNING THIS PROPOSAL BUYER AGREES TO THE TERMS AND CONDITIONS AS NOTED ON PAGE 3 BY: DATE: SMITH FIRE SYSTEMS MANAGEMENT,LLC.(hereinafter called"SFSM")will furnish and install a Fire Alann or Security System described fully in SFSM Scope of Work, hereinafter called"Scope of Work"in accordance wth the terms and conditions set forth herein Buyer acknowledges that the Scope of Work and the following terms and conditions have been read,the Buyer intends to be bound thereby,and that Buyer has retained a copy of this contract as signed 1. INSPECTION AND ACCEPTANCE The inspection shall be conducted solely to determine if SFSM has performed its obligations as specified hereunder Requirements not included In the specification but required by the inspection organization shall be treated as additions to and not within the scope of this contract The issuance of an acceptance or approval inspection report as to the work specified herein shall be conclusive evidence of full performance by SFSM of its obligations hereunder Any notices of deficiencies shall be promptly submitted to SFSM by Buyer 2. BUYER'S OBLIGATIONS IN ADDITION TO THOSE SPECIFIED a) The Buyer warrants that the structure of the property in which installation is to be made is sufficient to support the installation and fire protection system specified herein b) Until SFSM receives full payment hereunder,the Buyer agrees to insure the premises and the materials to be used in this contract and located In and around the premises against loss or damage by fire,other casualty,or theft,in a sum which will at all times exceed the unpaid balance of this contract and the reasonable value of the said materials Buyer agrees to assume the full nsk of damage to the premises and to the improvements,fixtures,equipment and all personal property located thereon,resulting from any of the penis insured against in the Standard Fire and Extended Coverage Insurance Policy, regardless of cause or origin,and regardless of whether or not the loss or damage is Insured,and if insured,whether in full or in part Buyer shall furnish proof of insurance to SFSM.. 3. DELAYS SFSM will not be liable for any damages,direct, incidental or consequential, or delays arising directly or Indirectly from causes not within the direct control of SFSM including but not limited to work stoppages, discontinuance of work, casualties, fires, acts of the elements, labor difficulties,acts of governments or shortages of materials or labor 4. ALL MODIFICATIONS TO BE WRITTEN This contract constitutes the entire agreement between the parties and may not be modified, amended or rescinded except by written instrument signed by both Buyer or its agents and an Officer of SFSM S. SECURITY AGREEMENT a) This contract is the subject of a security agreement between the Buyer and SFSM. All materials and equipment described herein are also included and shall hereinafter be called"apparatus" b) The Buyer agrees to pay SFSM for the apparatus in accordance wth the terms of clauses 6 and 7 hereof c) The title to and ownership of the apparatus herein contracted for,shall remain voth SFSM until the entire purchase price herein agreed to be pail shall be actually paid in cash by the Buyer d) The apparatus will not be sold,transferred or disposed of or be subjected to any unpaid charge,including taxes,or to any subsequent interest of a third person created or suffered by Buyer voiuntanly or involuntarily, unless Seller consents in advance In writing to such charge, transfer, disposition or security interest e) In case of failure or refusal on the part of the Buyer to make the payments,or any of them,when due under this contract,then,and in any such events,the whole of the unpaid portion of the purchase money,however secured, and whenever payable,shall thereby at the option of SFSM become immediately due and payable f) In case of any default on the part of the Buyer, SFSM shall have the right to enter upon the premises upon which the specified apparatus Is installed,and, by its agents,representatives and employees take possession of and remove all or part of the same,and the Buyer shall afford every facility therefore g) if the specified apparatus shall be taken by SFSM under this contract,by reason of the default by the Buyer,then and in any such case,the Buyer shall pay SFSM all expenses, including reasonable legal fees, incurred by SFS under this contract and In retaking and selling the apparatus specified herein,and for all damages to SFSM ansing from wear and tear of the apparatus,but this shall not be construed to preclude SFSM from pursuing any legal remedy for the recovery of any other sum which may be due it,under the terms of this agreement h) The Buyer agrees to cooperate with SFSM and execute a financing statement,or any other form or agreement required to perfect,record,and file SFS'secuny interest 6. TERMS OF PAYMENT On the fifth day of each month,Buyer shall pay SFSM for One Hundred Percent(100%)of the amount chargeable to Buyer for labor and materials furnished in the preceding month, based upon the percentage of completion of the installation determined by SFSM The balance of the unpaid amount of the contract including extras and other price adjustments shall be due and payable wthln thirty (30) days after the installation is physically completed in accordance with the specifications attached hereto Interest at the rate of 1 5% per month, shall be applied to the unpaid balance when thirty(30)days past due 7. WARRANTIES The equipment and supplies specified in this contract are warranted to be free from defects in workmanship and materials for one year from installation No other express warranty is given and no affirmation of SFSM by words or actions,shall constitute a warranty THIS WARRANTY IS EXPRESSLY IN LIEU OF ANY OTHER EXPRESS OR IMPLIED WARRANTIES,INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE 3 h EXHIBIT B INSURANCE REQUIREMENTS FOR SERVICE CONTRACTS Insurance The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non- owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85, The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. EXHIBIT B (Continued ) C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. i A� CERTIFICATE OF LIABILITY INSURANCE DaT07712011 10/27/2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER IMPORTANT If the certificate holder Is an ADDITIONAL INSURED,the policy(tes)must be endorsed If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) PRODUCER CONTACT Parker,Smith&Feek, Inc PHONE Fax 2233 112th Avenue NE (AMAIL t 425-709-3600 a c No 425-709-746 Bellevue,WA 98004 ADDRESS PRODUCER INSURER(S)AFFORDING COVERAGE NAIC# INSURED Smith Fire Systems Management LLC INSURER Everest Indemnity Insurance Company 1106 54th Avenue East INSURER B Continental Western Insurance Company Tacoma,WA 98424 INSURER INSURER D INSURER E INSURER F COVERAGES CERTIFICATE NUMBER REVISION NUMBER- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR TYPE OF INSURANCE ADDL UDR POCPOLICY NUMBER MMILDIDYIYYYY EFF MMIDOY/VYY LIMITS XP LTR A GENERALLIABILITY 51 GL0034371 11 11/2/2011 11/2/2012 EACH OCCURRENCE $ 1,000000 X COMMERCIAL GENERAL LIABILITY ���x'''''�' ( PRE MISES Ea oaurrence $ 100,000 CLNMS-MADE I OCCUR I� MED EXP(Any one person) $ 10,000 X BI/PD DED $10 000 PERSONAL&ADV INJURY $ X ERRORS&OMISSIONS GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY X JEOT LOC $ B AUTOMOBILE LIABILITY CWP2952809 11/2/2011 11/2/2012 COMBINED SINGLE LIMIT $ 1,000,000 (Ea accideno X ANY AUTO BODILY INJURY(Per person) $ ALL OVMEDAUTOS BODILY INJURY(Peramdenp $ SCHEDULED AUTOS PROPERTY DAMAGE HIREDAUTOS (Peracadent) $ NON CANED AUTOS $ $ I BRELLA LIAB OCCUR PEACH RENCE $ ESs LIAB CLAIMS-MADE j— r $DUCTIBLE $ENTION $ $ WORKERS COMPENSATION 51GL003437111 11/2/2011 11/2/2012T X OER A AND EMPLOYERS'LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE IDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? ❑ NIA (Mandatory In NH) EL DISEASE-EA EMPLOYE S 1,000,000 fyes descnoeunder EL DISEASE-POLICY LIMIT $ 1 QOQ QQ 17 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,It more space Is required) Covering All Operations of the Named Insured,subject,however,to the conditions,limitations,and exclusions of the policy The City of Kent is included as Additional Insured per Endorsements ECG20583 0704 and ECG20598 0509 attached and coverage is primary and non-contributory per Endorsement (See Attached Description) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS The City of Kent AUTHORIZED REPRESENTATIVE 220 4th Ave S l Kent,WA 98032-0000 11988-2009 ACORD CORPORATION All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD I cf SPSt,1LLC(JAOQO) S DESCRIPTIONS (Continued from Page 1 ) ECG24520 0805 attached General Per Project Aggregate limit applies per Endorsement CG2503 1185 attached 2 of i SPSMLLC WA000) COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. AMENDMENT - AGGREGATE LIMITS OF INSURANCE (PER PROJECT) This endorsement modifies insurance provided under the following. COMMERCIAL GENERAL LIABILITY COVERAGE PART The General Aggregate Limit tinder LIMITS OF INSURANCE (SECTION 111) applies separately to each of your projects away from premises owned by or rented to you. CG 25 03 11 85 Copyright, Insurance Services Office, Inc,, 1984 Page 1 of 1 ❑ POLICY NUMBER: COMMERCIAL GENERAL LIABILITY ECG 20 698 05 09 a THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Parson(s) Location And Description Of Completed Opera- Or Or anization s : tions Blanket where required by written contract Information required to complete this Schedule if not shown above will be shown in the Declarations A. Section II — Who Is An Insured is amended to C. The Limits of Insurance afforded to an additional include as an additional insured the person(s) or insured shall be the lesser of the following, organization(s) shown in the Schedule, but only 1. The Limits of Insurance required by the written with respect to liability for"bodily injury" or"prop- agreement between the parties, or erty damage" but only to the extent caused, in whole or in part, by "your work" at the location 2• The Limits of Insurance provided by this Cover- designated and described in the schedule of this age Part endorsement performed for that additional in- D. With respect to the insurance afforded to an addi- sured and included in the "products-completed tional insured, this insurance does not apply to operations hazard" bodily injury°, "property damage" or 'personal and B. The insurance afforded to an additional insured advertising injury" arising out of any act or omission shall only include the insurance required by the of an additional insured or any of its employees terms of the written agreement and shall not be broader than the coverage provided within the terms of the Coverage Part ECG 20 698 06 09 Copyright, Everest Reinsurance Company 2009 Page 1 of 1 ❑ Includes copyrighted material of Insurance Services Office, Inc, used with its permission 40/40/40 4 of I SF.SK-_C(,1liO O) POLICY NUMBER COMMERCIAL GENERAL LIABILITY ECG 20 583 07 Od THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endarsementmodifies insurance provided under ihie following COMMERCIAL GENERAL LIABILITv COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Oroan ization s • Locations Of Covered Operations BLANKET WHERE REQUIRED BY WRITTEN CONTRACT Information required to complete this Schedule if not shown above will be shown in the Declarations A Section it — Who Is An Insured is amended to B. With respect in the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional exclu- organization(s) shown in the Schedule, but only sions apply with respect to liability for"bodily injury', "property This insurance does not apply to"bodily injury'or damage" or "personal and advertising injury' "property damage"occirring after caused,in whole or in part,by 1. Your acts or omissions,or 1. All work, including materials, warm or equip- ment furnished In connection with such work, 2 The acts or omissions of those acting on your on the project(other than service, maintenance behalf, or repairs) to be performed by or on behalf of In the performance of your ongoing operations for the additonal insured(s) at the location of the the additional Insured(s) at the location(s) desig- covered operations has been completed,or rated above 2 That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a pnnapal as a partof the same project C The insurance afforded to the additional insured shall only include the insurance required by the terms of the written agreement and shall not be broader than the coverage provided within the terms of the Coverage Part ECG 20 583 07 04 Copyright,Everest Reinsurance Company Pagel of 1 0 Includes copyrighted material of Insurance Services Office,Inc used with its permission b of 7 SFSNIL=r'(,A000) � (c) That is insurance purchased by you to of this Covprage Part If any of the other insurance does not permit contribution by equal shares, we will contribute by limits Under this method each insurer's share is based on the ratio of its applicable limit of in- surance to the total applicable limits of insurance of all insurers ECG 24 520 08 05 includes copyrighted material of Insurance Services Office, Inc. Page 2 of 2 ❑ Used with its permission 4 � Page 1 of 2 State of Washington Department of Labor & Industries Prevailing Wage Section - Telephone 360-902-5335 PO Box 44540, Olympia, WA 98504-4540 Statement of Intent to Pay Prevailing Wage Document Received Date- Intent Id, Affidavit Id- Status: Approved On 4/3/2012 506382 4/4/2012 Company Details SMITH FIRE SYSTEMS MGMT LLC UBI#: 602601418 1106 54TH AVE E Reg# SMITHFS947LP TACOMA, WA 98424 E-mail. KBRAUN@SMITHFIRE.COM 253-926-1880 Industrial Insurance Account Id: 532,547-01 Filed By SMITH, MARK Prime Contractor Company Name SMITH FIRE SYSTEMS MGMT LLC Contractor Registration No. SMITHFS947LP WA UBI Number 602601418 Phone Number 253-926-1880 Project Information Awarding Agency KENT, CITY OF 220 - 4TH AVE S KENT, WA - 98032-5895 Awarding Agency Contact ROSALIE GIVENS 1 Awarding Agency Contact Phone Number 253-856-5083 Contract Number Project Name CITY OF KENT MUNICIPAL COURT SECURITY ALARM Bid due date 2/8/2012 Award Date 3/27/2012 I https.//secureaccess.wa.gov/lni/pwiaNiewlntent.aspx 4/4/2012 Page 2 of 2 Project Site Address or Directions Intent Details Does your company intend to hire subcontractors to No perform all work? Does your company intend to hire any subcontractors? No Will your company have employees perform work on this Yes project? Do you intend to use any apprentices?(apprentices are No considered employees.) Will this project utilize American Recovery and No Reinvestment Act(ARRA) funds? Specifically, will this project utilize any weatherization or No energy efficiency upgrade funds (ARRA or otherwise)? How many owner/operators performing work on the 0 project own 301A or more of the company? What is the estimated contract amount?Or is this a time $4,525.64 and materials estimate? Expected project start date: (MM-M-MY) 4/23/2012 In what county (or counties)will the project be done? King In what city (or nearest city)will the project be done? KENT journey Level Wages County Trade Occupation Wage Fringe ,Markers King I Electronic Technicians (journey Level I $31.00 I$0.00 I 1 L Show/Heide Existing Notes No note exists Mps://secureaccess wa.gov/lni/pwiaNiewIntent.aspx 4/4/2012