HomeMy WebLinkAboutContracts & Agreements_122-2010_CCv0001.pdf FOURTH AMENDMENT TO THE AGREEMENT FOR
INTEGRATED VIDEO SURVEILLANCE SYSTEM
This fourth amendment(this"Fourth Amendment")to the agreement for"Integrated Video
Surveillance System" dated February 27, 2009 (the "Agreement") by and between the City of
Redlands, a municipal corporation("City"),and Leverage Information Systems,Inc.("Consultant"),
is made and entered into this 3rd day of August, 2010.
RECITALS
WHEREAS, it is the desire of City and Consultant to amend their existing Agreement to
implement the Redlands Unified School District/Redlands Police Department video camera project
for the amount of$162,765;
NOW,THEREFORE, in consideration of the mutual promises contained herein,the City and
Consultant hereby agree that the Agreement shall be amended as follows:
AGREEMENT
Section 1. Exhibit"A"of the Agreement, entitled "Statement of Work for Integrated Video
Surveillance System,"is hereby amended to include the implementation of the Redlands COPS Safe
Schools Grant project,as more particularly described in Exhibit"1-attached hereto and incorporated
herein by this reference.
Section 2. Section 3 of the Agreement, entitled "Compensation; Expenses; Payment," is
hereby amended to read as follows:
" 3. Compensation; Expenses; Payment. City shall compensate Consultant for all Services
performed by Consultant in an amount based upon Consultant's hourly rates for the Services as
described in Consultant's fee schedule marked Exhibit "B," which is attached hereto and
incorporated herein by this reference. Notwithstanding the foregoing, the combined total of
compensation and reimbursement of costs payable hereunder shall not exceed the sum of One
Million One Hundred Ninety-Two Thousand Six Hundred Five and Two Cents ($1,192,605.02)
unless the performance of the Services and/or reimbursement of costs and expenses in excess of said
amounts have been approved in advance of performing such Services or incurring such costs and
expenses by City. Compensation and reimbursement of costs and expenses hereunder shall be paid
pursuant to the Fee and Payment Schedule, marked Exhibit "B," which is attached hereto and
incorporated herein by this reference."
Section 3. All other provisions of the Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF,the parties have executed this Fourth Amendment,to be effective
as of August 3, 2010.
CITY OF REDLANDS LEVERAGE INFORMATION SYSTEMS
By:
By:
Pat Gilbreath, Mayor Doug Hi tks, Account Manager
ATTEST:
77/1
41
Sam Irwin, City Clerk
dim Agreements Lvcragc Information System4th Amendment doc
LE\irEI .AGE
Redlands COPS Safe School Grant (Option 1 B)
Quote for: Russ DaIzeU
February 24, 2010
The pricing herein is for Leverage Information Systems, Inc to provide equipment and engineering
services for installation of the equipment below. Leverage Information Systems, Inc is also providing a
quote for remote maintenance including phoneNPN support and hardware support with depot repair for
one year.
Customer Responsibilities
• Provide a point of contact to Leverage Information Systems, Inc technician for the duration of the
project.
• Provide access to customer facilities necessary to complete the project.
• 110 Volt AC power at all deployment locations
• Supply patch cables and other interconnection supplies, unless specifically ordered and listed on
the Quote
• Locations of where equipment will be mounted/placed with access for equipment installation and
configuration
• Appropriate outage time, notify users,and provide a point of contact to Leverage Information
Systems, Inc technician for the duration of the project
• End user notification of cut over dates, down time and other workflow interrupting activities if
applicable
• When necessary Leverage Information Systems, Inc may require clients provide: poneworde,
door codes, and access to the system for configuration and testing
• List of user names and access levels
• Pre-stage area for un-boxing, integration, and pre-configuration of equipment
Assumptions:_ -
Estimates
Estimates are provided based on the scope detailed above. Any changes or additions to the scope detail
will be billed above and beyond the estimate on a Time& Materials basis,
Delays
If we are delayed more than one hour per site by those parts of the installation that are outside our
control: i.e.Telco circuit delays, network non-availability,existing or reuse hardware/cable failures; delay
time will be charged at our normal Time&Materials rate.
Labor Rates
All labor quoted is normal working hours(8am-5pm, M-F, non-holiday)unless otherwise stated. Premium
labor rates apply to other than normal working hours.
Configurations
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This document is be treated as proprietary and confidential to Leverage InformatiSystems,Inc and is to be shared only with
those individuals invoKed with the negotiation or proper execution of the AGREEMENT described herein
LEVERAGE
Some device configurations will be completed at offices operated by Leverage Information Systems, Inc
Information Systems. These configuration hours will be placed against quoted hours that are pre-
approved by the client.
Power
All locations are assumed to have power or will be provided by the client.
Permits
If permits are needed it is the customer responsibility to have permits on hand before installation, or
advise Leverage Information Systems, Inc that permits will be need so we may file the appropriate paper
work.
Hardware
Leverage Information Systems, Inc will be responsible for receiving all equipment. Leverage Information
Systems, Inc will install the equipment, integrate it into the customer network(connect network cables)
and test the equipment against the proposed operation guidelines, and to TINEIA standards.
Access
Leverage Information Systems, Inc will be granted access to appropriate areas of the proposed install
locations and the PD local network.
Installation
Installation includes unpacking hardware, mounting, connecting cables, installing and configuring
software and hardware for proper operation as part of network.
Scope of Work
Revision 1b-2/19/2010
• Added camera Building 23.
• Change backhaul of ballpark light from stadium snack bar to Terrier Hall
• Add camera on pole at SW corner of Citrus and University— relay to stadium pole
• Change home side camera location to ballpark light
• Change wireless bridge at home side ballpark light to dual rad/o, add necessary support
equipment.
Revision 1/26/2010
• Removed PA system audio
• Added Leverage audio to one ballpark light at Football stadium
• Eliminated Football stadium snack bar camera
• Eliminated Building 60 camera
This proposal includes providing additional surveillance capabilities at four campuses within the
Redlands Unified School District. The scope of work has been divided into sections as follows:
• Redlands High School
• Lugonia
• Clement
• Moore
RUSD and Redlands
1. Leverage will provide viewing of agreed upon city cameras to RUSD. A prerequisite to this
is the installation of the 1G link between the City (at the EOC) and RUSD (at Orangewood
school).
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This document is be treated as proprietary and confidential to Leverage Information Systems,Inc and is to be shared only with
those individuals involved with the negotiation or proper execution of the AGREEMENT described herein
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2. Leverage will be provided with |P addressing, VLAN, Multicast Qroup, and other network
information.
3. RUSD will provide network sw itch ports for all encoders (cameras) in this prop osal.
4. RUSD will ensure PCs that will be used for viewing are configured properly for viewing of
video.
5. Recording of video for all Redlands High Gohonl cameras will be accomplished via a single
NVR — location of this TBD — It will be included in the Football Stadium Snack Bar unless
otherwise notified.
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This document is be treated as proprietary and conficierlial to Leverage intramation Systems,inc and is to be shared only with
LEVERAGE
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Redlands High School
1. Leverage will install 10 new Pan Tilt Zoom cameras (as indicated in figure 3).
1.1. Football field ball *ark Ii•ht north bleachers (NW corner of stadium).
1.1.1. Camera will be mounted at an
r agreed upon height on the ballpark
light pole to the immediate west of the
north bleachers.
1.1.2. A NEMA enclosure containing an
encoder, wireless bridge, and
9, supporting devices will be mounted in
a a� the NEMA enclosure.
41,017kk ,
1.1.3. Leverage will install an audio enable encoder and associate amplifier and
speaker at this location. System will be the same as the one installed at
Redlands bowl.
1.1.4. An antenna will be mounted to the pole and backhauled to Terrier Hall. A
lightning arrestor will be mounted on the NEMA, and antenna cable connected
between the NEMA and antenna.
1.1.5. 110VAC power will be extended from the bleacher section to the NEMA box.
1.1.6. We will provide a category 5 connection from the camera to the wireless bridge
for RUSD to have access to the camera via the campus ONS SI system.
1.1.7 Football field south
1.1.7. Camera and wireless equipment will
be mounted on west ball park light pole
1.1.8. Video from Citrus & University
camera will come to this location, then
terminate at Terrier hall via a wireless
bridge.
1.1.9. Provide category 5 connection to
location identified by RUSD for ONSSI
.. . �_. _., system.
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This document is be treated as proprietary and confidential to Leverage Information Systems,Inc and is to be shared only with
those individuals involved with the negotiation or proper execution of the AGREEMENT described herein.
-VEIAGE
1.1 Libra NV/ �mrnm,
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1.2.1. Mount camera on corner— use corner mount.
1.2.2. Leverage will collaborate with Accent Computer Solutions to determine how to
provide connectivity bo the relocated camera from the 400 building. (to second
floor near room 2O1 — �na| location will be verified prior to mounting), and the
new camera on the NW corner. Provide category 5 connection to location
identified byRUSD for ON8S| system.
1.2.3. Leverage will ouboontnaot Accent computer to create pathways fromthe building
400 camera relocation to a location near room 2U1. and for the roof for the new
PTZ camera.
1.2.4. Codec will be installed in the IDF and mounted in an enclosure for protection.
1.3. Building ?3 Nrth
1.3.1. New camera )�cation. was at building 60
1.3.2. CameravviU be mounted in such avv�y to
aUnvv repositioning tu obtoin the most doairod field of
v|evv.
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lif 1.3.3. The camera will be mounted on the fascia
�t1h�a3no48amoVnaehvmitUhepnoDvFidofnraRcUa1Smgoryo5 connection
fromDthaveaocesatothe
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system.
1.4. Building 70 Terrier Gym—SW Corner
1.4.1. Provide category 5 connection to location identified by RUSD for ONSSI system.
1.4.2. Camera will be mounted on a non-penetrating roof mount sled.
1.4.3. Final location of camera is to be determined, but will be near the SW corner.
1.5. uilding 70 Terrier��ymm _NEK�orner
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1.5.1. Provide category 5 connection to location identified by RUSD for ONSSI system.
(�anngnavvU| bennounbmdonanon-penetraUngroof
nmountsled.
1.5.3. Final �ooUonofoarnermkatVbedetermined, but wU| benear the NEcorner.
1.6. Girls Locker Building—NW corner
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1.6.1. Camera will be mounted in such a way to allow repositioning to obtain the most
desired field of view.
1.6.2. Camera will be mounted on a non-penetrating roof mount sled.
1.6.3. We will provide a category 5 connection from the camera to the IDF for RUSD to
have access to the camera via the campus ONSSI system.
1.6.4. The encoder will be located in the IDF and mounted in a enclosure for protection.
1.7. Portab|ms — mmhnshopNbmll field
1.7.1. Camera will be mounted on the east end of the portable buildings across from
the auto shop. Final location of the camera is to be determine
1.7.2. The camera will be mounted on a pole. Final height is to be determined.
1.7.3. We will provide a category 5 connection from the camera to the IDF for RUSD to
have access to the camera via the campus ONSSI system.
1.7.4. The encoder will be located in the IDF.
1.0. Terrier Hail Lunch mrma—SWmormeraxvnin" — "ole
18�1� The camera will be mounted the vertical pole
near the top of the pole. Exact mounting location is to
be determined (which surface to mount impacts a
potential blind spot).
1.8.2. The encoder will be located in the IDF.
1.8.3. We will provide a category 5 connection
from the camera to the IDF for RUSD to have access
to the camera via the campus ONSSI system.
1.8.4. We will route conduit parallelto the horizontal support beam of the awning, and
penetrate the side wall. Once inaide, cabling will be routed above false ceiling.
1.8.5. Antenna to receive wireless feeds from football stadium cameras will terminate
here. Antenna will be mounted to a 10' pole, and wireless equipment will be
secured in a locked NEMA 66 enclosure.
_
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This document is be treated as proprietary and confidential to Leverage Information Systems,Inc and is to be shared only with
those individuals involved with the negotiation or proper execution of the AGREEMENT described herein
L EVE RAGL
aaunrroc syssae
1.9. Citrus and Universi
1.9.1. The camera will be mounted the vertical pole.
Exact mounting location is to be determined.
1.9.2. We will provide a category 5 connection from
the camera to the IDF for RUSD to have access to the
. camera via the campus ONSSI system.
1.9.3. Electrical power will be provided by Leverage.
1.9.4. Camera will be backhauled to Terrier Hall, via
the Football Stadium ball park pole.
1.9.5. A NEMA enclosure containing an encoder,
wireless bridge, and supporting devices will be
mounted in the NEMA enclosure.
1.9.6. The wireless antenna will be mounted on the
vertical pole.
1.10. Provisioning 10 PTZ cameras on ONSSI System
1.10.1.Leverage will provide software licenses through Conduit Networks) for the above
10 cameras.
1.10.2.Leverage will provide 8 hours of ONSSI support to provide remote configuration
support. Leverage will ensure the layer one connection is functional for all 10
cameras.
1.10.3.Leverage will provide ONSSI licenses through Conduit networks. Conduit
Networks may need to make other alterations such as resizing the storage server.
Leverage will rely upon RUSD and Conduit networks to come to an agreement
based upon Conduit Network's scope of work provided to Leverage Information
Systems. Which will include the 3 cameras that will be relocated.
1.11. Leverage will remove IP cameras at the following locations. These cameras will
not be integrated into the Leverage surveillance architecture, but will be removed, re-
installed, connected to a network port and power applied.
1.11.1. North Campus building 400.
1.11.1.1. Remove camera from mounting base.
1.11.1.2.Disconnect category 5 cable from camera and push category 5 cable into
the fixture. Weatherize the area from which the camera was removed
1.11.1.3. Install the camera in the library building near room 201. Approval of
camera location TBD upon installation.
1.11.2. Move camera on Football locker from south wall to west wall.
1.11.2.1.Patch wall from where camera is removed.
1.11.3. Relocate camera from Girls Gym to inside Terrier hall.
1.11.3.1.Approximate location inside Terrier Gym is the NW corner. Field of view
will be determined during installation.
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This document is be treated as proprietary and confidential to Leverage Information Systems,Inc and is to be shared only with
those individuals involved with the negotiation or proper execution of the AGREEMENT described herein.
l
�L\,„ ERAG�
2. Lugonia School
2.1. Move existing PTZ camera mounted on auditorium to the same wall but further north to
a location to be agreed upon (see diagram).
2,2. Install a new PTZ camera on building shown in diagram. The camera will be mounted
in similar fashion to the existing PTZ camera on the auditorium. The camera will be
mounted on an extension pole at the peak of this building.
2.3. The encoder for the camera will be located inside this building inside the IDF cabinet.
2.4. New PTZ camera will be set up for recording on existing NVR.
2.5. New camera will be added to RUSD. Lugonia, and Redlands PD Control Center
databases.
3. Clement Middle School
3.1. Install new PTZ camera near location depicted in diagram. The camera will be mounted
on the west face of building secured to a large cross beam. A 20' pole will be mounted
to the beam to provide the ability to set the camera height. A pole-to-pole mount will
allow height adjustment. A horizontal pipe will be used to position the camera at the
desired viewing location. The horizontal pole will have a 90 degree down elbow
connected to a short 1 foot pole, then connected to the camera. This will provide
maximum flexibility to meet viewing requirements.
3.2. The encoder will be located at the |DF as indicated on the diagram.
3.3. Conduit will be routed under the canopy south towards the corner of the building. The
conduit will be routed as inconspicuous as possible over the fascia, then routed on the
roof to the camera location
3.4. New PTZ camera will be set up for recording on existing NVR.
35. New camera will be added to RUSD. Clement, and Redlands PD Control Center
databases.
4. Moore School
4.1, Install 1 new PTZ camera one on the administration building.
4.1.1. Camera mounted to administrative building will be mounted on the southeast
corner of awning facing south. Exact location will be verified at time of installation.
Height of camera also to be determined at time of installation
4.1.2. Conduit will be routed along awning then along south side of administrative
building towards the southeast corner. Then around the southeast corner to the
east wall where the conduit will be terminated into the side wall near other existing
conduits. Cabling will be routed to the K4DF/|DF.
4.1.3, The encoder and NVR will be located in the MDF/IDF cabinet.
4.2. Camera will be set up to record to NVR located in Administrative building.
4.3. New camera will be added to RU8D. Clement, and Redlands PD Control Center
databases.
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Tmsdocument/o»etreated us pmpoetaryand oa^nxemm{uLeverage mfonnyu=Systems,Inc and|smomsnared only+im
those/nuwiuuomm,aiveuvxmthe neewau^uo,proper execvuon"f the AGREEMENT described herein,
LE\t/rEIAGE
/PO."1101i S1.6T(MS
PROJECT COST
Prepared for: Prepared by: Doug Hicks
Russ Dalzell(909)798-7612 Account No.: 547
Redlands Unified School District Type:Open Market
cuN Qty. Item ID Category Description 110M SeN Total
RUSE)Grant-Option 1B PROJECT SUMMARY
001 1 LOT-EQUIP OM Hardware EA $82,765.92 $82,765.92
002 1 LOT-EQUIP OM Other(Layer 1&Misc) EA $13,356.04 $13,856.04
003 1.00 Freight-Fixed Price NSP Shipping&Handling EA $966,22 $966.22
004 1 MAINTENANCE OM Maintenance-1 Year EA $8,593.08 $8,593.08
005 1.00 OSINSTALL OM Onsite Installation- EA $48,045.00 $48,045.00
Labor,Engineering,
Prolect Mgrrit,Bonding,
Training,Travel,and Per
Diem
Your Price: $154,226.26
Sales Tax $853897
SubTotal: $162,765.23
Total: $162,765.23
Prices are firm until 3/26/2010 Terms: Net 30
Quoted by: Doug Hicks Date: 2/24/2010
Accepted by: Date:
Disclaimer
Unless otherwise quoted,Standard delivery charges are 30 days ARO,ground shipping incli,ded. Expedited freight
will be charged prepay and add, Please notify your sales rep should you want to use a freight accaz..nt.
Leverage Information Systems 30 day return policy does not apply to changed or canceled orders, Jr the event
the customer chooses to change or cancel an order,restocking fees may apply.
-Leverage is a Small Business Enterprise
-Pricing is vaiid for(30)days
-Accepted Methods of Payment-Check or EFT,Please contact your sales rep for re-quote shoLrld you rite to
pay via Credit Card
Tax ID/EIN#91-1607710
DUNS#807596051
Cage Code:0X61-17
Invoice Schedule
$51,390.71 upon Contract Acceptance
$51,390.72 upon Equipment Delivered
$51,390.72 upon Beneficial Use
$8,593.08 upon Completion
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This document is be treated as proprietary and confidential to Leverage Information Systems,Inc and is to be shared only with
those individuals involved with the negotiation or proper execution of the AGREEMENT described herein.
LE\JIAciE
ATTACHMENT - A
DEFINITIONS
The following words,phrases,terms,and at other terms defined in this AGREEMENT shall have the meanings so defined herein unless the context
clearly indicates otherwise.
a. "LEVERAGE INFORMATION SYSTEMS, INC" shall mean Leverage Information Systems,Inc., the supplier of the SERVICES and/or
PRODUCTS to be provided under this AGREEMENT.
b. "CUSTOMER"shall mean the purchaser of the SERVICES and/or PRODUCTS to be provided under this AGREEMENT.
b. "PARTIES" shall mean the entities that are subject to the terms and conditions of the contract, namely LEVERAGE INFORMATION
SYSTEMS,INC and CUSTOMER.
c. "SERVICES" shall mean the inspection, design, configuration, installation and/or maintenance of any PRODUCTS provided under this
AGREEMENT,or items provided outside of this AGREEMENT as mutually agreed to by both PARTIES.
c. "PRODUCTS"shall mean the software,hardware and other materials provided to CUSTOMER by LEVERAGE INFORMATION SYSTEMS,
INC under this AGREEMENT.
d. PROJECT'shall mean a specific collection of Services andior Products provided under this agreement that are to be delivered as unit,and
delivered and billed as such.
e. 'SUBCONTRACTOR'shall mean independent third PARTIES that may provide a portion of the Product and/or SERVICES required herein
when such provision is a) at the discretion of LEVERAGE INFORMATION SYSTEMS, INC, b) under the control and direction of
LEVERAGE INFORMATION SYSTEMS, INC,and c) billable to CUSTOMER by LEVERAGE INFORMATION SYSTEMS, INC under this
AGREEMENT
I. "MATERIAL SUPPLIERS"shall mean independent sellers of PRODUCTS,which are used in the work herein.
g- "AGREEMENT"shall mean the terms,conditions,exhibits and attachments of this or other documents that are a part of the subject contract,
either included directly or by reference,
INDEPENDENT CAPACITY OF LEVERAGE INFORMATION SYSTEMS, INC
LEVERAGE INFORMATION SYSTEMS,INC agrees that it shall be an independent contractor of CUSTOMER,and that this AGREEMENT shall not
create an employer-employee,principal-agent,partnership or joint venture relationship with CUSTOMER.LEVERAGE INFORMATION SYSTEMS,INC
understands that it shall be solely responsible for reporting its income and paying state and federal income and gross receipts taxes on any moneys
paid by CUSTOMER pursuant to this AGREEMENT,and that LEVERAGE INFORMATION SYSTEMS,INC's(or its SUBCONTRACTORS')employees
shall not be considered employees of CUSTOMER for purposes of paying salaries,benefits,employment taxes or any other obligation payable as a
result of such employment.
SUBCONTRACTS
LEVERAGE INFORMATION SYSTEMS,INC reserves the right to subcontract any portion of the work to be performed under this AGREEMENT.
LIMITATION OF SIGNATURE AUTHORITY
Only the signing authority for the PARTIES identified by name in the contract documents,or his/her delegate by writing(delegation to be made prior to
action)shall have the expressed,implied,or apparent authority to alter,amend,modify,or waive any clause or condition of this contract. Furthermore,
any alteration,amendment,modification,or waiver of any clause or condition of this contract is not effective or binding unless made in writing and
signed by the above mentioned person(s)or his or her delegate.
NOTICES
Ail notices and communications regarding this AGREEMENT shall be deemed to have been duly given to LEVERAGE INFORMATION
SYSTEMS,INC(1)upon being personally delivered,or(2)after being delivered by United States certified mail,return receipt requested
postage prepaid to the PARTIES at the designated addresses, the designated address to LEVERAGE INFORMATION SYSTEMS,INC is
as follows:
Leverage Information Systems,Inc
18815 139'll Ave NE,Suite B
WoodiniAle,WA 98072
Attn:Terry-Woodruff,Executive Vice Pre,sident
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This document is be treated as proprietary'and confidential to Leverage Information Systems,Inc and is to be shared only with
those individuals involved with the negotiation or proper execution of the AGREEMENT described herein.
LEVERAGE
RESPONSIBLITIES OF LEVERAGE INFORMATION SYSTEMS,INC
a. LEVERAGE INFORMATION SYSTEMS, INC shall furnish all necessary materials, labor, tools equipment, shop details, and drawings
required for the completion of the work described in each individual approved Proposed Project Scope,except as otherwise noted.
b. LEVERAGE INFORMATION SYSTEMS,INC shall conduct its work so as to minimize interference with the operations of other contractors
at the CUSTOMER's installation site.
c. During installation,LEVERAGE INFORMATION SYSTEMS,INC shall avoid the accumulation of excessive,unsightly,or dangerous waste
material,and shall arrange for and insure the orderly removal and disposal thereof.
d. LEVERAGE INFORMATION SYSTEMS,INC shall ensure the proper demeanor of its employees and its SUBCONTRACTORS during the
course of work.
e. LEVERAGE INFORMATION SYSTEMS, INC agrees to promptly repair and restore any damages caused to CUSTOMER's building and
equipment due to LEVERAGE INFORMATION SYSTEMS, INC activity, unless otherwise addressed in the approved Project Scope
applicable to the particular Project.
INSPECTION
CUSTOMER shall have the right to make site installation inspections at any time.
RESPONSIBLITIES OF CUSTOMER
a CUSTOMER will permit LEVERAGE INFORMATION SYSTEMS,INC,or its authorized vendor,full and free access to perform all warranty
and other work if required under this AGREEMENT.No waiver of liability or other restrictions shall be imposed as a requirement for access
to site or Product. CUSTOMER will allow LEVERAGE INFORMATION SYSTEMS, INC or its vendor reasonable use of necessary
machines,communication facilities,features and other equipment at no charge.
b. CUSTOMER will maintain site where system is to be located at conditions within the proper environmental range and in accordance with
power requirements.
c. CUSTOMER will provide reasonable facilities such as,but not limited to,secure storage space,a designated work area with adequate heat
and lighting,and access to telephone lines.These facilities are to be provided at no charge to LEVERAGE INFORMATION SYSTEMS,INC
or its authorized vendor
d. CUSTOMER shall designate one or more authorized representatives who shall have authority to negotiate and make commitments on
behalf of CUSTOMER with respect to individual projects,in so much as such commitments are not in conflict with this contract.
e. CUSTOMER shall promptly notify LEVERAGE INFORMATION SYSTEMS, INC in writing should any additional representatives be
authorized,or if any of the above representatives should for some reason become unauthorized
I. Follow all LEVERAGE INFORMATION SYSTEMS,INC operation and maintenance instructions and perform certain duties and services as
directed by LEVERAGE INFORMATION SYSTEMS,INC in response to telephone problem reports.
INSURANCE
LEVERAGE INFORMATION SYSTEMS,INC shall obtain the insurance coverage described below from a reputable insurance carrier.LEVERAGE
INFORMATION SYSTEMS;INC shall deliver upon CUSTOMER's request an insurance certificate evidencing the following coverage:
a. Workers Compensation Insurance in compliance with the laws of the state where the work is to be performed with a liability limit of not less
than$100,000.00.
b. Comprehensive General Liability Insurance of not less than$1,000,000.00 per occurrence/$2,000,000 in the aggregate combined single
limit for bodily injury and property damage liability.
At the request of CUSTOMER,and prior to commencement of work,LEVERAGE INFORMATION SYSTEMS,INC will provide CUSTOMER with
certificates of insurance or other proof of compliance as reasonably acceptable to CUSTOMER.
In the event that,as part of this AGREEMENT,LEVERAGE INFORMATION SYSTEMS,INC owned materials,equipment,software or other products
are to be located at CUSTOMER premises or other location specified by CUSTOMER,CUSTOMER shall be solely responsible for the security and
well being of such products. CUSTOMER agrees to maintain insurance sufficient to replace all items with new equipment in the event of loss or
damage by any cause.
INDEMNIFICATION
CUSTOMER shall indemnify,defend and hold harmless LEVERAGE INFORMATION SYSTEMS, INC, its officers,trustees,employees,agents, and
representatives from and against an claims, damages, or suds including reasonable attorneys fees and costs,arising out of or resulting from any
negligent, reckless, or intentional act or omission of CUSTOMER or CUSTOMER's officers, directors,or employees except to the extent that such
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This document is be treated as proprietary and confidential to Leverage Information Systems,inc and is to be shared only with
those individuals involved with the negotiation or proper execution of the AGREEMENT described herein.
LE El (JE
claims, damages, costs, suits or losses are caused by the negligent, reckless, or intentional acts or omissions of LEVERAGE INFORMATION
SYSTEMS,INC,its officers,trustees,employees,agents or representatives.
CONFIDENTIALITY
During the course of the work under this AGREEMENT,as well as by sharing certain information between the PARTIES,the PARTIES may come in
contact with, certain information, including, but not limited to, certain processes, apparatus, technical information, know-how, discoveries,
improvements, secret data research,formulas, costs,profits, markets, business plans and opportunities, including information processing systems`
inputs,output,instructions,and object or source code which the other party uses in the course of its business,including the terms and conditions of
this AGREEMENT and the prices paid hereunder(collectively,the"PROPRIETARY INFORMATION"). The PARTIES agree, for themselves,their
directors,officers,agents and employees,(a)to treat all PROPRIETARY INFORMATION as secret and confidential,whether or not such information is
specifically identified by the PARTIES as confidential;(b)not to use such information for any purpose other than completing the work,in which case
such PROPRIETARY INFORMATION may be disclosed only to the extent necessary to complete the work.
TAXES
CUSTOMER shall be responsible for any applicable sales,use,or other taxes specifically attributable to this agreement with the exception of taxes on
the income of LEVERAGE INFORMATION SYSTEMS,INC. LEVERAGE INFORMATION SYSTEMS,INC shall collect such taxes from CUSTOMER
and remit them to the appropriate agency.
WARRANTY
a. SERVICES
LEVERAGE INFORMATION SYSTEMS, INC warrants the SERVICES for one year after final Project Acceptance and that all work
performed hereunder shall be in accordance with all applicable specifications and shall be free from defects in materials and workmanship.
ii. If within the warranty period any work is found to be defective,LEVERAGE INFORMATION SYSTEMS,INC shall promptly,without cost to
CUSTOMER,either correct such defective work,or remove it from the she and replace it whh non-defective work
iii. This warranty shall not apply if the PRODUCTS or SERVICES are subjected to CUSTOMERSimproper handling or operation,
unauthorized modification,or operation outside of environmental specifications.
b. PRODUCTS
i. LEVERAGE INFORMATION SYSTEMS,INC will pass through to CUSTOMER the manufacturer's warranty for PRODUCTS supplied which
are not manufactured by LEVERAGE INFORMATION SYSTEMS,INC_ In addition,CUSTOMER may elect to purchase additional support
from LEVERAGE INFORMATION SYSTEMS,INC for an additional fee.
ii. LEVERAGE INFORMATION SYSTEMS,INC warrants that manufacturer's Software or Firmware shall substantially conform to the product
descriptions and specifications contained in the documentation current on the date of shipment for a period of thirty(30)days from the date
of implementation. CUSTOMER's exclusive remedy is to have LEVERAGE INFORMATION SYSTEMS, INC, repair, replace or issue a
refund for any warranted Software or Firmware which is defective. LEVERAGE INFORMATION SYSTEMS, INC does not warrant that
operation of any Software or Firmware shall be uninterrupted or error free,or that functions contained in the Software or Firmware shall
operate in the combinations which may be selected for use by CUSTOMER,or that all errors will be corrected.LEVERAGE INFORMATION
SYSTEMS, INC's warranty obligations shall be void if the Software or Firmware is modified without the written consent of LEVERAGE
INFORMATION SYSTEMS,INC.
NO OTHER WARRANTY IS EXPRESSED OR IMPLIED WITH REGARD TO THE PRODUCTS.LEVERAGE INFORMATION SYSTEMS,INC
SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY.AND FITNESS FOR A PARTICULAR PURPOSE.
RISK OF LOSS
CUSTOMER shall bear risk of loss of all products and materials beginning as such time of delivery of same to the CUSTOMER's premises,storage
facility or other area as designated by CUSTOMER.
PERFORMANCE BOND
If,upon CUSTOMER's request,LEVERAGE INFORMATION SYSTEMS,INC obtains a performance bond for any Project under this AGREEMENT,
CUSTOMER shall make immediate payment to LEVERAGE INFORMATION SYSTEMS,INC for the cost of the performance bond.
Page 12
This document is be treated as proprietary and confidential to Leverage Information Systems,Inc and is to be shared only with
those individuals involved with Inc negotiation or proper execution of the AGREEMENT describext herein,
LP\ lEIAGE
FORCE MAJEURE
LEVERAGE INFORMATION SYSTEMS,INC shall not be liable for delays in delivery of work or PRODUCTS caused by acts of God,governmental
order,strikes,fire or public enemy or other causes beyond LEVERAGE INFORMATION SYSTEMS,INC's control.If such contingency occurs,
LEVERAGE INFORMATION SYSTEMS,INC and CUSTOMER shall determine if the work is to be rescheduled or terminated.
CONTRACT CHANGES
If CUSTOMER requests any change or modifications to the work,the PARTIES shall use their best efforts to reach AGREEMENT with respect to the
pace and scheduling of such changes
DEFAULT
a. Default by LEVERAGE INFORMATION SYSTEMS,INC
If at any time CUSTOMER feels that LEVERAGE INFORMATION SYSTEMS,INC is in breach of the AGREEMENT,CUSTOMER shall
notify LEVERAGE INFORMATION SYSTEMS,INC in writing. The notification shall include details of the items in breach,as well as the
expected resolution. CUSTOMER shall afford LEVERAGE INFORMATION SYSTEMS,INC reasonable opportunity,and time not to be
less than thirty(30)days to remedy the breach. If LEVERAGE INFORMATION SYSTEMS,INC has not cured a bona fide breach within the
reasonable period,LEVERAGE INFORMATION SYSTEMS,INC shall be in default of this AGREEMENT.
b. Default by CUSTOMER
If CUSTOMER is in default of it's payment or other obligations under this AGREEMENT,and such default continues for a period of thirty
(30)days following receipt of written notice from LEVERAGE INFORMATION SYSTEMS,INC,or if CUSTOMER becomes insolvent,files
or has filed against it a petition of any chapter of the U.S.Bankruptcy code,CUSTOMER shall be in default of this AGREEMENT.
It is understood that LEVERAGE INFORMATION SYSTEMS,INC's obligation to provide products and services hereunder is contingent
upon receiving on-time payment for all fees and charges covered by this AGREEMENT,and that in the event that CUSTOMER is in default
of its payment obligations,LEVERAGE INFORMATION SYSTEMS,INC may suspend service until such time that such default is cured
c. The waiver by either party of any breach of this Agreement by the other party in a particular instance shall not operate as a waiver of
subsequent breaches of the same or different kind The failure of either party to exercise any rights under this Agreement in a particular
instance shall not operate as a waiver of the party's right to exercise the same or different rights in subsequent circumstances_
BANKRUPTCY
Either party shall have the right to terminate this AGREEMENT immediately if the other party becomes insolvent or enters bankruptcy proceedings
ASSIGNMENT
The rights,and obligations in this AGREEMENT may not be assigned by either party without the other party's written permission.
DISPUTES
A Except as otherwise provided in this Contract,when a bona fide dispute concerning a question of fact arises between CUSTOMER and the
LEVERAGE INFORMATION SYSTEMS,INC,and it cannot be resolved,either party may initiate the dispute resolution procedure provided
herein.
B. Time is of the essence in resolving disputes. The initiating party shall reduce its description of the dispute to writing and deliver it to the
responding party.The responding party must respond in writing within two(5)working days.
1. Then, both PARTIES shall have three(5)working days to negotiate in good faith to resolve the dispute. If the dispute cannot be
resolved after three(5)days,a panel of arbitrators may be appointed.
2. Each party will designate an arbitrator,and those two arbitrators will appoint a third arbitrator to the panel.
a. The panel will review the written descriptions of the dispute,gather additional information as needed,and render a decision on
the dispute in the shortest practical time.
b. Both PARTIES agree to be bound by the determination of the panel of arbitrators.
Both PARTIES agree to exercise good faith in dispute resolution and to avoid arbitration whenever possible.
O CUSTOMER and the LEVERAGE INFORMATION SYSTEMS,INC agree that,the existence of a dispute nobvithstanding,they will continue
without delay to carry cut all their respective resoonsibilities under this Contract which are nor affected by the dispute
Page 13
This document is be treated as proprietary and confidential 101everage Information Systems,Inc and is to be snared only with
those individuals involved with the negotiation or proper execution of the AGREEMENT described herein
LE ER.AGE
E. No action,regardless of form,arising out of this Agreement may be brought by either party more than six(6)months after the cause of
action has arisen,or in the cause of nonpayment,more than two(2)years from the date of the last payment
ATTORNEY FEES AND COSTS
Provided that alternative dispute methods have been pursued,if any litigation is brought to enforce,or arising out of this Contract or any term,clause,
or provision hereof,the prevailing party shall be awarded its reasonable attorneys'fees together with expenses and costs incurred with such litigation
including necessary fees,costs,and expenses for SERVICES rendered at both trial and appellate levels as well as subsequent to judgment in
obtaining execution thereof.
WAIVER
The waiver by either party of the breach of any provision of this AGREEMENT shall not constitute or be construed as a waiver of any subsequent
breach.
SEVERABILITY
In the event that one or more of the provisions contained herein is held to be unenforceable,such unenforceability shall not affect the remainder of this
AGREEMENT which will remain in force.
APPLICABLE LAW
Jurisdiction and venue of any cause of action arising under the AGREEMENT shall be filed and adjudicated in a court in King County,Washington
Page 14
Mos document is be treated as proprietary and c nfider!tial to Leverage Information Systems,Inc and is to be shared only with
those individuals involved with the negotiation or proper execution o-fthe AGREEMENT described herein.
LEVEI .G.
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Figure 1.Redlands Nigh School
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Page 15
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of the AGREEMENT described herein.
LE ERAGE
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onia School
Page 16
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of the AGREEMENT described here n,
LE EJ A
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Figure 3.Clement Middle School
Page:7--:----1--.7
This document s be treated as proprietary and conf dentia)to Leverage Information Systems,Inc and s to be shared only w th those ndiv duals Involved with the negot at ion or proper execution
of the AGREEMENT described here n.
LE gi.,.GE
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Figure 4.Moore Middle School
Page 18
This document is be treated as proprietary and confidential to Leverage Information Systems,Inc and is to be shared only with those individuals involved with the negotiation or proper execution
of the AGREEMENT described herein.