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HomeMy WebLinkAboutIT15-045 - Original - RFI Communications & Security Systems - Contract- 2014-2017 RFI ONSSI Upgrade Purchase - 12/29/2014 t I ®® 9 Records WASHiNOTON Document N 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: .RFI Communications & Security Systems Vendor Number: 657550 JD Edwards Number Contract Number: 6T , ._ This is assigned by City Clerk's Office Project Name: 2014 - 2017 -RFI - ONSSI Upgrade Purchase Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 12/10/2014 Termination Date: 12/09/2017 Contract Renewal Notice (Days): 30 Number of days required notice for termination or renewal or amendment Contract Manager: Sean Kelsey Department: Information Technology Contract Amount: $7,780 Approval Authority: (CIRCLE ONE) department Director Mayor City Council Detail: (i.e. address, location, parcel number, tax id, etc.): I As of: 08/27/14 i KENT GOODS & SERVICES AGREEMENT between the City of Kent and RFI Communications & Security Systems THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and RFI Communications & Security Systems organized under the laws of the State of Washington, located and doing business at 19717 62rd Ave. S. Suite F103 Kent, WA 98032, (253) 981-0038, Ryan Schreiner (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: RFI Proposal No. 350-1403790 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 from December 10, 2014 until December 09, 2017. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $7,780, 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: i GOODS & SERVICES AGREEMENT - 1 (Under$10,000.00, including WSST) One time payment of a Purchase Order If the City objects to all 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 (Under$10,000.00, including WSST) 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 j 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. i 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 (Under$10,000,00, including WSST) i 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 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 particular purpose for which they were obtained, and will 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 (Under$10,000.00, including WSST) 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 j 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 (Under$10,000,00, including WSST) 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 Dilutes 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 (Under$10,000.00, including WSST) I. Counterparts. 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. f, a VENDOR 7 CITY,OF KENT: By: i (ignature) (signature) Print Name: PradJ. Wilson Print Name: Mike Carj�iington Its: Presidepf& Coo Its: Director In ation Technology (title) DATE: December 12, 2014 DATE: NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Ryan Schreiner Sean Kelsey RFI Communications & Security Systems City of Kent 19717 62nd Ave. S. Ste. F103 220 Fourth Avenue South Kent, WA, 98032 Kent, WA 98032 (253)981-0038 (telephone) (253) 856-4611 (telephone) (253)981-9996 (facsimile) (253) 856-4700 (facsimile) III I i GOODS & SERVICES AGREEMENT - 7 (Under$10,000,00, including WSST) 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. I 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 belovJ;rIPggree;to fulfill the five requirements referenced above. - . Brad J.Wilson r , For: l4FI Communic4ons&Security Systems i Title: �'PresideRt-&-1000 Date: December 12, 2014 EEO COMPLIANCE DOCUMENTS - 1 of 3 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. II EEO COMPLIANCE DOCUMENTS - 2 of 3 i 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 Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as _ that was entered into on the. _ (date), between the firm I represent and the City of Kent. I 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. By: For: Title: Date: I� i EEO COMPLIANCE DOCUMENTS - 3 of 3 i EXHIBIT A Price Quote KE a T �YASHIH GTBfl City of Kent December 1, 2014 I' I i �I i i The City of Kent ®nSSI Upgrade & CetCurrent SUP RFI Proposal No. 350-1403790 October 7, 2014 Ryan Schreiner Account Executive Over 35 years of industry experience RFI Seattle, WA i �i San Jose,California Los Angeles,California Sacramento,California Reno,Nevada Seattle,Washington Corporate Office Monitoring Center 13030 Alondra Blvd., 4234 N.Freeway Blvd., 4060 South McCarran Blvd, 19717 62nd Avenue South, 360 Turtle Creek Court Suite 102 Suite 100 Suite A Suite F103 San Jose,CA 95125 Cerritos CA 90703 Sacramento CA 95834 Reno,NV 89502 Kent,Wone:A 98)032-1153 Phone:(408)298-5400 CL#53534� 544432, CL#534534y#544432� CL#002164A5Liml$SOM CLRFfCOS 990MC0 CL#53 534,#544432, AGO 753 AGO 753 AGO 753 AGO 753 AGO 763 — ,9C w$ ` n i$�sr t`d �,, `N 1£3 '_'` �'`Y`r„i? ,e�t A3'�'{t r,a 't� `7' z�S�5,,,a.�2. �rs,,�➢;f '4t�`�' `s ��''�'T'% ,�1� ° +yi°! a °..{{$�*� i ei 3 � ,?3�, ''L. �"'jI ��¥'�qS +,+���rf�"" ,.ie'h :✓�'`}�a�s..l 4'��s"iY�i�u' r �� f§r .€ u7a ph �ei^s�rvLq, ,� t1yl 7�z yi� sd .riaSIIr,�j��r s�``r�yy,," ri"t � t� �i RRi .• �},�f r� fo-br us e4��u��,-�s`��'��4�a � 'y��,��i '^��'�' G�'� e'*���$''1 +� � + 5 ��� _ October 7, 2014 City of Kent 220 4th Ave South Kent,WA 98032 Subject: City of Kent OnSSI GetCurrent- Upgrade and failover server configuration Reference: RFI Proposal No. 350-1403790 Dear Mr. Beagle: Thank you for the opportunity to present The City of Kent with our proposal for the OnSSI upgrade project. When you select RFI as your security provider of choice, we will demonstrate how a team of highly skilled and responsive individuals provide a superior level of performance and support to our valued customers. We realize that the quality of our performance has a direct impact on your organization and the ability to meet your business goals. Therefore, it is our aim to have a long and successful partnership with The City of Kent. This proposal includes: • Information about RFI • Our Locations • Our Products and Services • Vertical Markets Served • Customer References Again,thank you for the opportunity to submit this proposal. If you have any questions or require any additional clarification, please contact me. We look forward to working with you on this project. Sincerely, i Ryan Schreiner Account Executive rschreiner@rfi,com 253-981-0038 RFI Seattle RFI Proposal No. 350.1403790 Pa e 2 of 8 .r4k. R Y 1� CU CA#534534,#544432 1 NV#0021814A,Limit$10M WA#RFICOS'990MC AGO 753 a MHz DISCOVER RFI RFI Enterprises, Inc., dba RFI Communications & Security Systems, herein referred to as "RFI" has approximately 250 employees and maintains five regional offices located in San Jose, Los Angeles and Sacramento, CA, Reno, NV, and Seattle, WA. The Corporate office and the RFI state-of-the-art 24-hour Monitoring Center are located in the San Jose corporate facility. We are pleased to have you discover how RFI's extensive experience and expertise can effectively address your company's unique needs. We are a diversified multi-systems integrator that has been designing, installing, servicing and monitoring technology-driven security and fire/life safety solutions for over thirty-five years. Whether you need to protect your people, assets, physical or intellectual property, RFI has the security and fire/life safety solution to meet your objectives today and grow with your business tomorrow. Having successfully designed, installed and commissioned thousands of integrated systems for a wide range of business and government clients, RFI has the expertise to address even the most complex security and fire/life safety challenges. OUR BUSINESS EDGE RFI has been built around people — people that make a difference in both your evolving business and ours. Our people connect with your people and develop long-term business relationships based on integrity,fair business practices,trust and - of course, performance—We-are-proud to-be-a VAR-(ValueAdded-Reseller)for many of the world's top manufacturers within the industries we serve. But our business edge is clearly demonstrated by our people connecting with yours to complete a successful project initiative. SECURE MONITORING CENTER RFI understands the importance of delivering a broad scale of secure monitoring center services. Our monitoring center maintains and supports advanced systems engineered to deliver the dependability you require while providing the reliability necessary to serve vital functions 24 hours a day, 365 days a year. OPERATIONS • Underwriters Laboratories Listed Central Station • CSAA Five Diamond Central Station Designation • Multi-level security infrastructure and onsite emergency power facilities • Automation software ensures accurate alarm identification and swift response LISTED MONITORING SERVICES • Intrusion Alarm Systems i Elevator Emergency • Fire/Life Safety Alarm Systems • Remote Video Services • Sprinkler Water Flow Management • Internet Monitoring • Personal Emergency Response Y Critical Equipment and Conditions • 2-Way Voice Verification • Mesh Networks and Cellemetry Backup • Nationwide Coverage Y Remote Video Services RFI Proposal No.350.1403790 Pe e 3 of 6 Lim CL CA#534534,#544432 I NV#0021814A, Limit$10M I WA#RFICOS'990MC ACO 753 ®,PwRFi SUPERIOR PRODUCTS AND SERVICES Since 1979, quality, value and innovation have been the rack solid cornerstones of RFI. We continually strive to deliver superior products and services to our valued customers. Focusing on end-to-end solutions, your projects are supported by dedicated account managers,trained installation technicians,project managers,application engineers. IT professionals and CAD specialists. Our partnership with you extends beyond the installation of your new system. We provide ongoing support and services to ensure your system is utilized to its full potential. • Integrated Solutions • Monitoring Center Services • Security • Service Advantage Plans • Fire/Life Safety • Professional Services • Managed and Hosted Solutions • Small Business/Residential VERTICAL MARKETS From corporate and university campuses, to airports, hospitals and pharmaceutical manufacturing facilities, RFI understands that different industries require customized solutions to meet their very unique needs. With over 35 years of experience providing security and fire/life safety solutions to the industries we serve, RFI has the technology, resources and expertise to deliver best-in-class solutions that improve operational efficiency and provide the highest levels of protection for your people and assets. Industries We Serve • Aerospace Banking/Financial • Commercial/Office Education • Government Healthcare • Retail • Technology Seaf4l�g , West Coast Footprint and Beyond r` I With our regional west coast locations combined with our connection to integrators country- wide, RFI is able to serve a large geographical area. RFI has branch offices in the following locations: • San Jose, CA ) ,', Los Angeles, CA �Neoa ' isac m•�r. �t ' • Sacramento, CA •nFiM§ter nycgare4' Reno, NV � Seattle,WA � San Jose, CA(Monitoring Center) ' �r�n•yd� RFI also maintains a strong national presence as a Member of Security Net, an alliance of integrated systems professionals. s« RFI Proposal No.350-1403790 ►/1�1 Pa e 4 of 8 r tl r ar. r CL: CA#534534,#544432 1 NV#0021814A, Limit$10M WA#RFICOS*990MC ACO 753 i;+ .c f`•r � � G £!"'ems�*�� ' *� � 'S��� '����$g�'"�' Y`'S``��,'*Fa�y�s�j >€'� �a��"*,, � �F,ac�'�r�;t �fr'� = �� r o , :r,�.,$,q'ldltt 17x °`tt'39i '"7(* `'i�`t *y" � a�a�*t , 4•'t� PROPOSAL SCOPE OF WORK • RFI will provide(1)ea. OnSSI GC-OCES GetCurrent package for OC-ES base. e OnSSI's GetCurrent is a 3 year SUP(Software upgrade plan)and provides access to updates for three full years from the date of purchase. • RFI will provide(16)ea. OnSSI GC-OCES-1 C GetCurrent—Ocularis-ES-1 C. • RFI will labor to upgrade OnSSI to latest version. o Upgrade will be performed on the current server in place. o RFI will perform configuration and database back(s) before and after the upgrade. • RFI will provide labor to migrate base server to virtual environment. • RFI will provide labor to migrate recording server to virtual environment. • RFI will provide labor to setup/configure failover server. • RFI will provide project management&coordination, testing &commissioning. Material List Manufacturer Part Description Qty UIM Unit Mat Ext. Mat Sell Number Sell ONSSI GC-OCES GetC U RR ENT package for OC-ES 1 EA $1,973.00 $1,973.00 Base ONSSI GC-OCES- GetCURRENT-Ocularis-ES-1C 16 EA $202.00 $3,232.D0 IC Schedule of values Materialtotal (Excluding tax).....................................................................................................................................$5,205.00 Labor total Total schedule loflvalues (Excluding tax).............................................................................................................$7,106.00 TERMS Upon Contract Award, lump sum or fixed price contracts will be billed 30% of the total contract price for engineering and mobilization. Projects exceeding one calendar month will be billed for work completed during each month (progressive billing). Progressive Billing will include invoicing for engineering, labor, and/or programming prior to on-site installation and material stored at RFI. Payment is due 30 days from the date of invoice. Customer agrees to pay each invoice when due. e rights and remedies available RFI shall have the option to withhold an further shipments of material In addition to all other g p Y p and/or the provision of any service, including but not limited to technical assistance, until Customer's account is paid in full. Further, in the event payment is not received according to terms, RFI may at its discretion, assess interest at the maximum rate allowed by law. Customer also agrees to pay reasonable attorney's fees or agency commissions sustained by RFI in pursuit of payment. Any alteration or deviation from the above specifications involving extra cost will be made only upon written agreement and will become an extra charge over and above the estimate. All prices are valid for thirty (30) days. If for any reason of unrest or any other reason RFI is of the opinion that performance under this offer may jeopardize the safety of its employees or agents, or cause unreasonable harm, RFI may withdraw this offer without penalty. This offer is contingent on satisfactory review of credit application and references. RFI reserves the right to deny, revoke or modify any credit at its sole discretion. RFI Proposal No.350-1403790 Pa a 5of8 99 M lit .44 0.. .. I ZQ . I CL: CA#534534,#544432 1 NV#0021814A, Limit$10M I WA#RFICOS*990MC AGO 753 i v'h MT. 2�'�+t;%?`�i # �iP � ��za Lz � y,+ryx�` f �t} ru y{#r'r�4 •Yq,=tF' .+rt�"' r � a�'';tx x �,: MRa CLARIFICATIONS 1. All work shall be performed during normal business hours (8:00 am to 4:30 pm) and normal working conditions. 2. RFI shall provide qualified supervisory labor at the job site. Idle time incurred by RFI employees due to absence of required escorts, clearances, inability to enter the workspace, or other factors beyond our control, shall be considered a change to the contract. 3. Customer shall provide access to all areas, including escorted areas,such as computer,telephone, equipment and fabrication rooms. 4. All permits, licenses if required, and fees shall be obtained and paid for by others. 5. RFI assumes no responsibility for equipment supplied by others. 6. All conduit, trenching, and/or cores shall be supplied by others. RFI Proposal No.350-1403790 Pa e6of8 i CL:�CA#534634,#544432 1 NV#0021814A,Limit$10M WA#RFICOS"990MC ACO 753 MFA -•a'r'k it $Yti'[ M "„/.u.,vkda^ t azYi y.r '4z� g�''ir�z' EXCLUSIONS -Hidden conditions -Overtime and/or shift premium •Warranty on existing parts and parts provided and installed by others -Replacement of existing parts found defective and/or not functionally working -Servers (provided by customer) SYSTEM PERFORMANCE MONITORING If applicable, RFI will install the Claris360Tm remote system management agent onto your system, at no additional charge for a period of 90-days from the date of installation. The Claris360Tm agentwill allow us to evaluate the overall performance of your equipment, provide recommended Windows OS patches and provide remote support/remediation as necessary. Note: To take advantage of the Claris360TM agent,we will require an outbound network connection. I TERMS AND CONDITIONS Warranty All equipment installed shall be warranted for 1 (one) year from the date of completion. All labor shall be warranted for ninety(90)days from the date of completion. This does not include ordinary wear and tear and/or unusual abuse or neglect. Warranty is contingent upon the proper use and maintenance of the equipment and/or any cabling system provided or installed by RFI. All repairs or adjustments that are or may become necessary under the warranty provisions shall be performed only by an authorized representative of RFI. Any repairs, adjustments, or interconnections performed by Customer or at the Customer's request by anyone other than an authorized representative of RFI shall VOID ALL WARRANTIES contained herein. Insurance RFI shall provide a certificate of insurance, naming Contractor/Customer and Owner as additional insured with the following limits: • General Liability $1,000,000 each occurrence $2,000,000 general aggregate • Automobile $1,000,000 combined single limit • Excess Liability $5,000,000 each occurrence, aggregate • Workers Comp Statutory limits All insurance coverage shall be in the amounts stated above and remain in effect for the duration of the project. RFI's insurance shall be provided by carriers who have an A.M. Best's Rating of B+ or better. Certificates shall contain a cancellation clause giving Contractor/Customer thirty (30) days written notice prior to termination, cancellation or reduction of any of the above listed insurance coverage. If any additional limits of liability are required, Contractor/Customer shall accept all payment obligations arising out of or in any way resulting from the implementation of higher limits of liability. Should Payment and Performance Bonds be required. Contractor/Customer shall accept all payment obligations arising out of or in any way resulting from execution of bond. RFI Proposal No.350-1403790 Pa e 7 of 8 >` S CL CA#534534,#544432 1 NV#0021814A, Limit$10M I WA#RFICOS*990MC I ACO 753 k; t7t` ui `" � 4 C v� a 'n ✓.� .7'e_'""'�'t P ":c ts{t n��} �t 4, +e!t p£9� S'S a ref ;. .s:A ,ta tr',., i" c 2h '.,•; f t" ' x �ry� �anA ® F�� 1, F, t� h a"� �,y 4 ! U y"�` 4f+" $� `R' y�"�3'1t � ry } � .aty js{'a YP 'L a$t } �( rt �� $�s � I� r a t:i~.s t <F? �,`x 5, "F'� fi @ pY 41 5u`.M 'i '�y'+e [Ul 4 ' Ali.. ht� �"r� 7r +Pit@�5�y�y.5r It is understood and agreed that RFI shall not be held liable for any loss, damage or delays occasioned by fire, strikes or material stolen after delivery to premises, lockouts, acts of God, or the public enemy, accidents, boycotts, material shortages,disturbed labor conditions,delayed delivery of materials from suppliers,force majeure,inclement weather,floods, freight embargo&, causes incident to national emergencies, war, or other causes beyond our control. RFI shall indemnify, defend, and hold harmless Customer and its directors, officers and employees from and against any and all claims made or threatened by any third party and all related losses, expenses, damages, costs and liabilities, including reasonable attorneys' fees and expenses incurred in investigation or defense ("Damages"), to the extent such Damages arise out of or relate to the following: (a)any negligent actor omission or willful misconduct by RFI, its employees or any subcontractor engaged by RFI in the performance of RFI's obligations under this Agreement; or(b) any breach in a representation, covenant or obligation of RFI contained in this Agreement. In the event the Customer cancels any order resulting from this proposal, the Customer shall be liable to RFI for an amount up to twenty(20)percent of the value of the order. This amount shall be construed as LIQUIDATED DAMAGES representing an approximation of all administrative, engineering, and other costs incurred by RFI in reliance upon the order; not as a penalty. RFI's rights under this clause shall be in addition to all other rights and remedies available to it in law or equity, and shall not be construed as to limit RFI's damages in any way recoverable as a result of Customer's breach. The validity, interpretation, and performance of this Agreement will be controlled by and construed exclusively under the laws of the State of California, the state in which this Agreement is being executed, excluding its conflict of law provisions. All claims, disputes and other matters in question shall be decided in Santa Clara County, Superior Court. The parties hereby stipulate that jurisdiction and venue for any such dispute is proper in Santa Clara County Superior Court. In any dispute between Customer and RFI, the prevailing party shall be awarded its reasonable attorney fees and other expenses including but not limited to expert witness fees, We look forward to maintaining a trusted, long term business relationship. If you have any questions regarding this proposal or any other matter, please feel free to contact me directly at 253.981.0038, via fax at 253.981.9996, or via email at rchreiner@rfi.com. Acceptance of Proposal PO#: The above prices, specifications and conditions are satisfactory The above proposal No. 350-1403790 submitted by: and are here accepted. RFI Communications &Security Systems Customer: October? 2014 Authorized Signature Date Authorized Signature Date Ryan Schreiner Account Executive Print Name Title Print Name Title RFI Proposal No.350-1403790 Pa e 8 of 8 > CL: CA#534534,#544432 1 NV#0021814A, Limit$10M I WA#RFICOS*990MC ACO 753 EXHIBIT B Insurance KENT WASHINGl ON City of Kent December 1, 2014 i 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. 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 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. 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. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 13. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Commercial General_Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. 2. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $2,000,000 per accident. i 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 r DATE(MMlODIYYVYI A h CERTIFICATE OF LIABILITY INSURANCE DATE( W. 014 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(les) 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 endorsements. PRODUCER CONTACT NAME: Arthur J. Gallagher&Co. PHONE _- InsuranceBrokersofCA, Inc. LIC#0726293 _(AIG,N.,at)._ One Almaden Boulevard, Suite 960 _ADDRESS San Jose CA95113 INSURER(8)AFFORDINGCOVERAGE NAICft INSURER The Travelers Indemnity Compan off_ _ 25682 INSURED INSURER a Travelers Property CaSualy CD of A _ _ 25674 R F I Enterprises, Inc. dba R F I Communications INSURER C: and Security Systems _ _ -- - - - --- 360 Turtle Creek Court INSURER D: San Jose CA 95125 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1927451007 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. INSRI SUBR — - —POLICY EFF POLICY EXP - -- - LTRI TYPE OF INSURANCE INSD WVD POLICY NUMBER JMMIDDNYYY MbVODIYYYY LIMITS A '.i X COMMERCIAL GENERALLIABILITY Y VTC2E-00-5643B753-TCT-14 71112014 11/2015 EACH OCCURRENCE $1,000,000 GE TO CIAIMSA%DE " OCCUR pRAEM SES(Ee occ RENTED _Z $300,000 MED EXP(Any one person) $5,000 PERSONAL&_ADV INJURY $1,000,000 GEH1L AGGRE�GATIE LIMIT APPLIES PER: GENERAL AGGREGATE S2,000,000 �I POLICY ^J JECT LOC PRODUCTS-COMP/OP AGG $2,000.000 OTHER: B AUTOMOBILE LIABILITY V COMBINED SINGLE UPAIT _ VTE-CAP-58436765-TIL-74 /1/2014 /12015 CO accident) $1,000,000 _ X ANY AUTO BODILY INJURY(Per pe.r) $ ALL OWNED SCHEDULED _ AUTOS _ AUTOS BODILY INJURY(Per ecdtlant) $ X HIREDAUTOS X NON-OWNED PROPERTY DAMAGE $ Comp(Coli Deductible $1,000 B X UMBRELLA DAB X OCCUR VrSMJ-CUP-55436789-TIL-14 71112014 7/1/2015 EACH OCCURRENCE_ S10,000,000 EXCESS DAB CLAW ADE AGGREGATE $10,000,000 DED X` RETENTION S10,000 S B WORKERS COMPENSATION J-U&5643B77-7-14 7/l/2014 7/1/2015 PER STATUTE GN STOP-GAP AND EMPLOYERS'LIABILITY Y/N STATUTE Eft ANY PROPRIETORIPARTHERUEXECUTIVE -- E.L.FA CH ACCIDENT S1,000000 OFFICERWEMEER EXCLUDED? NI NIA --- — - - ---- (MendatorylnNH) EL.DISEASE-EA EMPLOYEE $1,000000 byes,descnpa urder --- -- DESCRIPTION OF OPERATIONS W. E.L.DISEASE-POLICY LIMIT $1,000,000 B Leased/Rented Equipment QT-660-79018938-TIL-14 711f2014 1112015 I�Unint 100,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,AddRlanal Remarks Schedule,may be alt.hed R more space is"Oned) RE: RFI Job#: 350-1403790/19717 62nd Ave. S., Kent,WA. Additional Insured(GL&AL): City of Kent. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Kent ACCORDANCE WITH THE POLICY PROVISIONS. 19717 62nd Ave. S. Kent WA 98032 AUTHORIZED REPRESENTATIVE ©1988.2014 ACORD CORPORATION. All rights reserved. ACORD 26(2014/01) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: CO-5643B753-TCT-14 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED— (Section II) is amended c) The insurance provided to the additlonal in- to include any person or organization that you sured does not apply to "bodily injury" or agree in a "written contract requiring insurance" "property damage" caused by "your work" to Include as an additional insured on this Cover- and included in the "products-completed op- age Part, but: erations hazard" unless the "written contract a) Only with respect to liability for"bodily injury" requiring insurance" specifically requires you "property damage"or"personal injury"; and to provide such coverage for that additional insured, and then the insurance provided to b) If, and only to the extent that, the injury or the additional insured applies only to such damage is caused by acts or omissions of "bodily injury" or "property damage" that oc- you or your subcontractor in the performance curs before the end of the period of time for of "your work" to which the "written contract which the "written contract requiring insur- requiring insurance" applies. The person or ance" requires you to provide such coverage organization does not qualify as an additional or the end of the policy period, whichever is insured with respect to the independent acts earlier. or omissions of such person or organization. 3. The insurance provided to the additional insured 2. The insurance provided to the additional insured by this endorsement is excess over any valid and by this endorsement is limited as follows: collectible "other insurance", whether primary, a) In the event that the Limits of Insurance of excess, contingent or on any other basis, that is this Coverage Part shown in the Declarations available to the additional insured for a loss we exceed the limits of liability required by the cover under this endorsement. However, if the "written contract requiring insurance", the in- written contract requiring insurance" specifically surance provided to the additional insured requires that this insurance apply on a primary shall be limited to the limits of liability re- basis or a primary and non-contributory basis, quired by that "written contract requiring in- this insurance is primary to "other insurance" surance". This endorsement shall not in- available to the additional Insured which covers crease the limits of insurance described in that person or organization as a named insured Section III—Limits Of Insurance. for such loss, and we will not share with that b} The insurance provided to the additional in- "other insurance". But the insurance provided to sured does not a " - the additional insured by this endorsement still is applybodily injury",ry "prop- excess over any valid and collectible "other in- erty damage" or "personal injury" arising out surance", whether primary, excess, contingent or of the rendering of, or failure to render, any on any other basis, that is available to the addi- professional architectural, engineering or sur- tional insured when that person or organization is veying services, Including: an additional insured under such "other insur- t. The preparing, approving, or failing to ance". prepare or approve, maps, shop draw- 4. As a condition of coverage provided to the ings, opinions, reports, surveys, field or- additional insured by this endorsement: ders or change orders, or the preparing, approving, or failing to prepare or ap- a) The additional insured must give us written prove, drawings and specifications; and notice as soon as practicable of an "occur- rence" or an offense which may result in a It. Supervisory, inspection, architectural or claim. To the extent possible, such notice engineering activities. should include: CG D2 46 08 05 ©2005 The St. Paul Travelers Companies, Inc. Page 1 of 2 I COMMERCIAL GENERAL LIABILITY I. How, when and where the 'occurrence" any provider of"other Insurance"which would or offense took place; cover the additional insured for a loss we if, The names and addresses of any injured cover under this endorsement. However, this persons and witnesses;and condition does not affect whether the insur- ance provided to the additional Insured by III. The nature and location of any injury or this endorsement Is primary to 'other insur- damage arising out of the occurrence"or ance" available to the additional insured offense. which covers that person or organization as a b) If a claim is made or "suit' is brought against named insured as described In paragraph 3. the additional insured, the additional insured above. must: 5. The following definition is added to SECTION V. i. Immediately record the specifics of the —DEFINITIONS: claim or"suit' and the date received; and "Written contract requiring insurance" means II. Notify us as soon as practicable. that part of any written contract or agreement The additional insured must see to it that we under which you are required to include a receive written notice of the claim or"suit'as person or organization as an additional in- soon as practicable. sured on this Coverage Part, provided that the "bodily injury" and "property damage" oc- c) The additional insured must immediately curs and the "personal injury" is caused by an send us copies of all legal papers received in offense committed: connection with the claim or"suit", cooperate a. After the signing and execution of the with us in the investigation or settlement of contract or agreement by you; the claim or defense against the "suit', and otherwise comply with all policy conditions. b. While that part of the contract or d) The additional insured must tender the de- agreement is in effect; and fense and indemnity of any claim or "suit' to c. Before the end of the policy period. li i I Page 2 of 2 C 2005 The St. Paul Travelers Companies, Inc, CG D2 46 08 05 POLICY NUMBER:VTE-CAP-5643B765-TIL-14 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. I GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights,duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE—INCREASED LIMIT B. BLANKET ADDITIONAL INSURED 1. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT C. EMPLOYEE HIRED AUTO J. PERSONAL EFFECTS D. EMPLOYEES AS INSURED K. AIRBAGS E. SUPPLEMENTARY PAYMENTS — INCREASED L. NOTICE AND KNOWLEDGE OF ACCIDENT LIMITS OR LOSS F. HIRED AUTO — LIMITED WORLDWIDE M. BLANKET WAIVER OF SUBROGATION COVERAGE—INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED executed by you before the "bodily injury' or The following is added to Paragraph A.1., Who Is "property damage' occurs and that is in effect An Insured, of SECTION II — LIABILITY COV- during the policy period, to be named as an addi- ERAGE: tional insured is an "insured" for Liability Cover- age, but only for damages to which this insurance Any organization you newly acquire or form dur- applies and only to the extent that person or or- ing the policy period over which you maintain ganization qualifies as an "insured" under the 50% or more ownership interest and that is not Who Is An Insured provision contained in Section separately insured for Business Auto Coverage, II. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- 1. The following is added to Paragraph A.1., ever is earlier. Who Is An Insured, of SECTION II — LI- B. BLANKET ADDITIONAL INSURED ABILITY COVERAGE: The following is added to Paragraph c. in A.1., An "employee" of yours is an "insured" while Who Is An Insured, of SECTION II — LIABILITY operating an "auto" hired or rented under a COVERAGE: contract or agreement in that "employee's" name, with your permission, while performing Any person or organization who is required under duties related to the conduct of your busi- a written contract or agreement between you and ness. that person or organization, that is signed and i CA T3 53 03 10 ©2010 The Travelers Indemnity Company. Page 1 of 4 li Includes copyrighted material of Insurance services Office. Inc.with its permission. COMMERCIAL AUTO 2. The following replaces Paragraph b. in B.5., within such country or jurisdiction, for Liability Other Insurance, of SECTION IV — BUSI- Coverage for any covered "auto' that you NESS AUTO CONDITIONS: lease, hire, rent or borrow without a driver for b. For Hired Auto Physical Damage Cover- a period of 30 days or less and that is not an age, the following are deemed to be cov- "auto" you lease, hire, rent or borrow from ered "autos"you own: any of your"employees", partners (if you are a partnership), members (if you are a limited (1) Any covered "auto" you lease, hire, liability company) or members of their house- rent or borrow; and holds. (2) Any covered "auto" hired or rented by (a) With respect to any claim made or "suit" your "employee" under a contract in brought outside the United States of that individual "employee's" name, America, the territories and possessions with your permission, while perform- of the United States of America, Puerto ing duties related to the conduct of Rico and Canada: your business. However, an 'auto" that is leased, hired, (i) You must arrange to defend the "in- However, sured"against, and investigate or set- rented or borrowed with a driver is not a tle any such claim or "suit" and keep covered "auto". us advised of all proceedings and ac- D. EMPLOYEES AS INSURED tions. The following is added to Paragraph A.1., Who Is (ii) Neither you nor any other involved An Insured, of SECTION II — LIABILITY COW "insured" will make any settlement ERAGE: without our consent. Any "employee" of yours is an "insured" while us- (iii) We may, at our discretion, participate ing a covered "auto" you don't own, hire or borrow in defending the "insured" against, or in your business or your personal affairs. in the settlement of, any claim or E. SUPPLEMENTARY PAYMENTS — INCREASED "suit". LIMITS (iv) We will reimburse the "insured" for 1. The following replaces Paragraph A.2.a.(2), sums that the "insured" legally must of SECTION II—LIABILITY COVERAGE: Pay as damages because of "bodily 2 Up to $3,000 for cast of bail bonds in- injury' or"property damage" to which ( ) ( this insurance applies, that the "in- cluding bonds for related traffic law viola- sured" pays with our consent, but lions) required because of an "accident" only up to the limit described in Para- we cover. We do not have to furnish graph C., Limit Of Insurance, of SEC- these bonds. TION II—LIABILITY COVERAGE. 2. The following replaces Paragraph A.2.a.(4), (v) We will reimburse the "insured" for of SECTION If—LIABILITY COVERAGE: the reasonable expenses incurred (4) All reasonable expenses incurred by the with our consent for your investiga- "insured" at our request, including actual tion of such Claims and your defense lass of earnings up to $500 a day be- of the "insured" against any such cause of time off from work. "suit", but only up to and included within the limit described in Para- F. HIRED AUTO — LIMITED WORLDWIDE COV- graph C., Limit Of Insurance, of ERAGE—INDEMNITY BASIS SECTION II — LIABILITY COVER- The following replaces Subparagraph (5) in Para- AGE, and not in addition to such limit. graph B.7., Policy Period, Coverage Territory, Our duty to make such payments of SECTION IV — BUSINESS AUTO CONDI- ends when we have used up the ap- TIONS: plicable limit of insurance in pay- (5) Anywhere in the world, except any country or ments for damages, settlements or jurisdiction while any trade sanction, em- defense expenses. bargo, or similar regulation imposed by the (b) This insurance is excess over any valid United States of America applies to and pro- and collectible other insurance available hibits the transaction of business with or Page 2 of 4 02010 The Travelers Indemnity Company. CA T3 53 03 10 Includes cooyrighted material of Insurance Services Office.Inc.with its permission. COMMERCIAL AUTO to the "insured" whether primary, excess J. PERSONAL EFFECTS contingent oron any other basis. The following is added to Paragraph A.4., Cover- (c) This insurance is not a substitute for re- age Extensions, of SECTION III — PHYSICAL quired or compulsory insurance in any DAMAGE COVERAGE: country outside the United States, its ter- Personal Effects ritories and possessions, Puerto Rico and Canada. We will pay up to $400 for "loss" to wearing ap- You agree to maintain all required or parel and other personal effects which are: compulsory insurance in any such coun- (1) Owned by an "insured"; and try up to the minimum limits required by (2) In or on your covered "auto". local law. Your failure to comply with This coverage applies only in the event of a total compulsory insurance requirements will theft of your covered "auto". not invalidate the coverage afforded by this policy, but we will only be liable to the No deductibles apply to this Personal Effects same extent we would have been liable coverage. had you complied with the compulsory in- K. AIRBAGS surance requirements. The following is added to Paragraph B.3., Exclu- (d) It is understood that we are not an admit- sions, of SECTION III — PHYSICAL DAMAGE ted or authorized insurer outside the COVERAGE: United States of America, its territories Exclusion 3.a. does not apply to "loss" to one or and possessions, Puerto Rico and Can- more airbags in a covered "auto" you own that in- furnishing of certificates of insurance or ada. We assume no responsibility for the flate due to a cause other than a cause of "loss" , i for compliance in any way with the laws set forth in Paragraphs A.1.b. and A.1.c., but of other countries relating to insurance. only: G. WAIVER OF DEDUCTIBLE—GLASS a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; The following is added to Paragraph D., Deducti- ble, b. The airbags are not covered under any war- COVERAGE:of SECTION III — PHYSICAL DAMAGE GE ranty; and No deductible for a covered "auto' will apply to c. The airbags were not intentionally inflated, glass damage if the glass is repaired rather than We will pay up to a maximum of $1,000 for any replaced. one"loss". H. HIRED AUTO PHYSICAL DAMAGE— LOSS OF L. NOTICE AND KNOWLEDGE OF ACCIDENT OR USE—INCREASED LIMIT LOSS The following replaces the last sentence of Para- The following is added to Paragraph A.2.a., of graph AA.b., Loss Of Use Expenses, of SEC- SECTION IV—BUSINESS AUTO CONDITIONS: TION III—PHYSICAL DAMAGE COVERAGE: Your duty to give us or our authorized representa- However, the most we will pay for any expenses tive prompt notice of the "accident" or "loss" ap- for loss of use is $65 per day, to a maximum of plies only when the "accident" or "loss" is known $750 for any one "accident", to: I. PHYSICAL DAMAGE — TRANSPORTATION (a) You (if you are an individual); EXPENSES—INCREASED LIMIT (b) A partner(if you are a partnership); The following replaces the first sentence in Para- (c) A member (if you are a limited liability com- graph A.4.a., Transportation Expenses, of pant'); SECTION III — PHYSICAL DAMAGE COVER- (d) An executive officer, director or insurance AGE: manager (if you are a corporation or other or- We will pay up to $50 per day to a maximum of genization); or $1,500 for temporary transportation expense in- (e) Any"employee" authorized by you to give no- curred by you because of the total theft of a cov- tice of the "accident" or"loss". ered "auto" of the private passenger type. CA T3 53 03 10 ©2n10 The Travelers Indemnity Company. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permissinn. COMMERCIAL AUTO M. BLANKET WAIVER OF SUBROGATION such contract. The waiver applies only to the The following replaces Paragraph A.S., Transfer person or organization designated in such Of Rights Of Recovery Against Others To Us, contract. of SECTION IV — BUSINESS AUTO CONDI- N. UNINTENTIONAL ERRORS OR OMISSIONS TIONS: The following is added to Paragraph B.2., Con- s. Transfer Of Rights Of Recovery Against cealment, Misrepresentation, Or Fraud, of Others To Us SECTION IV—BUSINESS AUTO CONDITIONS: We waive any right of recovery we may have The unintentional omission of, or unintentional against any person or organization to the ex- error in, any information given by you shall not tent required of you by a written contract prejudice your rights under this insurance. How- signed and executed prior to any "accident" ever this provision does not affect our right to col- or"loss", provided that the "accident' or"loss" [act additional premium or exercise our right of arises out of operations contemplated by cancellation or non-renewal. i I 1 Page 4 of 4 ©201r The Travelers Indemnity Company. CA T3 53 03 10 Includes copyrighted material or Insurance Services Office,Inc.with its permission. / ( /\ \ 0 § ; a �# ; 48 7 0) CO # - c0 f g b ) \ ƒ \ \ / CD \ \ \ \ \ \ [ j 7r- CD D N Z I- o §c ycoE ( \ \ \ \ \ 'a C) f 0 & o ) co - � E D @ I 0 r } } \ G & o « ) ) { ) 2 \ a \ k } } } \ \ \ � \/ / � / k \ / (_ - o , « s CL a) a) k © © * ; � $ 2 _ = / ` 2 § k / \ 7 c m < N \ ƒ ƒ / s / \� - - - # f # 6 = O \ -0 -0 ® E $ \ - � }\ ) 2 &- � • � ¥ ; ® 2 ° _ ° K -2; ) � = ) a / R | W; f \ / � k $ / - mem \ / k / D /\ ¥ < ) 0000 S / ® # w22 ; % § § § § [ = e ± � E \ { / S { $ ) } 3