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HomeMy WebLinkAboutContracts & Agreements_42-2012_CCv0001.pdf LE�/EIV,� QE City of Redlands Police Department IP Surveillance Camera Addition at Pharaohs March 14, 2012 01' RCni u L% 0 4 Design Proposal Surveillance Design Overview This design proposal is for a camera installation at Pharaohs' Theme Park in the city of Redlands CA. This camera will be added to the existing city wide surveillance deployment in the Redlands Police Department, consisting of Indigovision core components. The main intent of this camera will be to monitor the Front Entrance of Pharaohs. The Camera will be a PTZ Camera, controllable from the EOC Dispatch viewing stations. Existing wireless infrastructure at Citrus Plaza on Lugonia will be utilized to wirelessly connect to the Pharaohs camera. Video Recording will be accomplished using existing city owned NVR's. Video quality will be 4SIF 30 frames per second. Page 1 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- At —. • { .-.. _ �-��••-:ter------------ oil • a� `�� - r T L Frontage & Lugonia Existing assets reside at the intersection of Frontage & Lugonia that connect to the Redlands Surveillance Network. This location establishes a non-MIMO wireless hop to Alabama & Lugonia. The existing infrastructure will be upgraded to support MIMO. Materials: 0 MIMO Antenna Alabama & Lugonia Existing assets also reside at the intersection of Alabama & Lugonia that connect to the Redlands Surveillance Network, The existing Firetide radio will be upgraded to support a MIMO wireless link to the California & Lugonia location. The equipment that supports the wireless link back to Frontage & Lugonia will also be upgraded to support MIMO. A Dual Radio License and MIMO Radio License will be applied to the Firetide Radio at Alabama & Lugonia. A custom pole mount will also be fabricated for the Alabama & Lugonia location to support the wireless equipment. Materials: • (2) MIMO Antennas Page 3 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. California & Lugonia A MIMO Wireless hop will be created at the California & Lugonia intersection to establish a wireless link to the Pharaohs Camera. Materials: * Firetide 7020 Outdoor Radio with Dual Radio & MIMO Radio Licenses * (2) MIMO, Antennas Page 4 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. u: { a 0 x 0 `n n m o c m � - m C: ID r 3 0 > c ! IWI* - y 7 L y c � h a r jJlCn � m� -w v� Ew �16 N � o a _ c J Y 3 - C � m y n - m L � r t' > N C U O N Assumptions for California & Lugonia • Utilization of the traffic light pole • 110VAC available at Street Light through Power Tap Summary for California & Lugonia California & Lugonia Costs California & Lugonia Equipment "W"71020 000"Ln►c I+n caP ave D"Raft r.6"S;4dtrarn i a'aFC•a i 1 rp y-ems'ADO rmk.rntr&!ns Yeah 11v0A!r w*TMrth ANVOC3 AC PVWV Csak ar:+4rt i ce W*FVMt T"S uIt f ca&.Antra! 5 Rr/!wgww"c"MW wrdnlcwv OOnrrM ftftffl CA ano%*OWN*u41001ko pew&0016 104M!rale"Mmlra 3econe ra" +n&7Mq rtgw&s 4r&C&&ar of S>•N?400�i�i1D-t f to-IaltaD AXrciDnri4 f&qurA1["JrS>u!f 01 rra&Or 7020 STY•70004MI Krnaa Fire"*TW"*I liaOw L.r O"O rELECTFrr K LIC'S"N' i&orrs rti&t to&na71M anew& f fK&M+! 9sR'•7p00.Rs(+tQ r "Cene+as+a n M FrrAE!7'"0 WWI VjOQW Ira a 901W ncar rz LK-r O+ELECT"K t cFjtm!-met"ustr to Mawo ane use I&Y^.IunplaA&4h f t tn.on M FrpM 7M flrtas woudkw i srn+�fe naa Page 6 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 U�VkRAL Pharaohs Entrance A PTZ Camera and Audio Loudspeaker will be installed on the traffic pole at the Pharaohs Parking Lot Entrance, A MIMO Wireless link will connect to the radio at the California & Lugonia intersection to establish a wireless link to the PTZ Camera. Local Video Recording will be accomplished using a FITPC2. Main recording will be done using existing city owned NVRs. Materials: • NEMA Enclosure o Firetide 7010 Radio Incligovision Encoder o Audio Amplifier • MIMO Antenna Page 7 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. { ) �{ / �! . . . .�� . . �� . .. � ® ..�....��.��. ..�. �... �. .. �.. . � �� � . . _ & � ---- — -�-- — — -- \ %a _ � E ■ } : i\ 2§ \�' • 2 ' [E 2\ E{ _ _ . - � , ( 6 LE�EIZ.�C�,E Assumptions for Pharaohs Entrance • Utilization of the traffic light pole • 110VAC available at Street Light through Power Tap Summary for Pharaohs Entrance Pharaohs Entrance Costs Pharaohs Entrance Equipment Bosom�� rC�7:3 ECSSIa 366 Senn PYi[an+ua-2da 2avm Wr :kx BUaek YofrRlcrxr f 14trC 1 11CWpr}7 f 00 AreOor 1M1�962�M�Pi-1e DuM=awo 7n 6ane 9pa+tirsKn'c a�iF�s 4 rrais 1 CF[a66 M*,boas"W"h rlpea OrckMas io*ar SW'r O"VW 9rVA IA-11X.2 mater IkM Answka+C Caw"ro_ia fp 2•eAV a Ofi*rwwfW$ sb S rr.W-'to xMmri eosurarea"vn CD ane rtar orrara rrsxrrrion 6uw On1r sada riwo"na9sae Sacan6 rapt �i-'+�+C rsauKrs pmerti"a13rr-f6ar6.4i+ik'.�-4 a 4M+raC�brclunarf�r"vuerf awsTua yr 'Fra"e! 7010 5Y:-70041.KIt,irrartsa $:+area 7000 Setras WOO OW"rELECTROAK LKF d*.•09*11 user M anas+a*reuse " irM4a $V(.ip60`Wp !ra A�iC fusaarralRl!4 7n!on M sireboa 7660(arras poeUdT W i mmoo reoe" aWrr 751403 9046]ril>Ill Tghf rnNN.Reryrlr 50+wrri+spu ROE Enharree CsmC�se alPC2i�1GC Dai+r-.7 IPTPC2Campaff-r+r14 T Page 9 This document Is be treated as proprietary and confidential to Leverage Information Systems. Inc and is to be shared only with those indviduais involved with the negotiation or proper execution of the AGREEMENT described herein LE' A(,E Maintenance and Support Plan Leverage Information Systems Gold. On-Site Support plan. Leverage Information Engineering will remotely diagnose reported system failures, and provide resolution. Support is predicated upon establishing VPN connectivity and appropriate access to the Customer's network. As necessary, Leverage Information Engineering will deploy an Engineer on site for resolution, • Response Time to initial call: less than 4 hours • Engineer on site: Next Business Day • Parts Coverage: All parts are covered under this plan. The only exceptions are standard consumable items such as batteries, access cards, etc. • Items Not Covered: Any damage caused by misuse, abuse, accident, disaster, fire, flood, water, wind, lightning and Acts of God. Also, any items designed to fail in order to protect equipment, such as power and/or lightening suppressors. Page 10 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 Project Proposal Pr.-paredt for: Prevar,�d by: Doug Hicks Dav-d-fexern- (909)335-4705 Accou°it 1141o,:957 Rf dlands Police Department Type: Joh: 1P Surw-41ance an era Addition at Pharaoh's Lar CY'I I.On LOT-EQUID Srnve,&nanq,apf­,ynt FA $2Q, .5x $211,046�50 026 1.Ofl OSINSTAILL Onsit�I-S' on Cos' S7,500-00 S_,1'5r&3 00 0310 1.00 MAINTENANCE O, eat site iage EA 133,281.75 S3 2S1,75 COVERAGE 14-31nerniroe fve?race 03 1 1.00 Freigtt-F"X,O o'lcif =ocamc P-�tgt Charga EA. $523-79 5323,79 Your Price: $311,3_52 04 Sales Tax $1594 f I, subTotat- $3294624 L �T-t1- 32946,24 Prices are firaf until 12115120 11 Teirf-is: Net 30 Quoted hy: Doug Hid , Date: 11/15"2011 Accepted by- PO#: Ddte: 3-20-2012 yy o_r t Ears ringer Attest by City Clerk, Sa:tn Irwin i , teas ath -1�lc a X, fiepght wih be enievise quoted:Standa,d dtd�ve:y g­s ai t W)diays AR �P a-4-1c Sr, "11-4C F'C a -C�D' chai ee-0 DrEfra'and add. Pfi�a, uonfv vout 3a4Vs-n shouk yc,,,,,iv;nt tn wn,e c h gih-.3rcog_nr, If aroficabWa,salx wil'be etc r n,nvo,ci�d, �_ev-,_taqe Infeimation Systems 30 ca, tun ccvs not app:Y'to change i-cancell�c rxi-i,. In rre CUStEr-ftw. chooses to change ot ca=lc-1 m jf&-,test_rkrrig f S-1,11-v apol,', 1-evera-ae is a Smail Busj,__�ss Entlei pi 3 Pm-irpa r__valid for(30)-&vs AccW_-.eJ Method of Fay yn-Ynt-Chi`.ck or EFTvontit "A'� p fc _{ .,_shoulc'au lik�to Day via Q it mrd Tax ID i rEINt CK-1607710 DUNS#-R07596051 Cage Co&:OX6H7 Invoice Schedule $21,000.00 upon Contract Acceptance $6,000,00 upon Equipment Delivered $5,946,24 upon Completion Page 11 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. Lqkl�,�G I L ATTACHMENT-A DEFINITIONS The following words.phrases,terms,and all 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,lnc, the supplier of the SERVICES anchor PRODUCTS to be prodded 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 it 'PROJECT'shall mean a specific collection of Services and/or 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 andtor 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. IF "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 contra-tet documents,or his/her delegate by writing(delegation to be made prior to action)shall have the expressed,implied,or apparent authority to after,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 persons;s11 or his or her delegate NOTICES All notices and communications regarding this AGREEMENT shall be deemed to have been Jury given to LEVERAGE INFORMATION SYSTEMS INC_'!upon being personally delivered,cr;2}after being delivered by United States certified mai!,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 8815 139 Ave NE,Suite B Vv000invrlle,WA 98072 Afro,Terry Woodruff,Executive Vice President 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 the negotiation or proper execution of the AGREEMENT described herein. RESPONSIBILITIES 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 is 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. LEV=ERAGE 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 RESPONSIBILITIES OF CUSTOMER a CUSTOMER will permit LEVERAGE INFORMATION SYSTEMS,INC.or its authorized vendorfull 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 fighting,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. f. 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 'khan$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 compi;ance as reasonably acceptable to CUSTOtdER. 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 lesser darnage by any cause. INDEMNIFICATION CUSTOMER shall indemnify.defend and held harmless LEVERAGE INFORMATION SYSTEMS. INC. its officers,trusteesemployees,agents and representatives from and against an claims damages or suits including reasonable attorneys fees and costs arising out of or resulting from any negligent. reckless, or imentional act or om.ss:on of CUSTOMER or CUSTOMER officers, directors, or employees except to the extent that such claims, damages costs suits 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 Page 13 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. I�VkRA CONFIDENTIALITY Durina 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, costsprofits, markets, business plans and opportunitiesincluding 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,to)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 saes,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 i. 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. iL 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 site and replace it with non-defective work iii This warranty shall not apply if the PRODUCTS or SERVICES are subjected to CUSTOMERS' improper 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,!NC for an additional fee- if 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 SYSTENS3,!NC obtains a performance bond`or any Protect unaerthis AGREEMENT.. CUSTOMER shah make immediate payment to LEVERAGE INFORMATION SYSTEMS,INC for the cost of the performance bond. FORCE MAJEURE LEVERAGE INFORMATION SYSTEMS,INC shall not be liable for delays in deiVery of work or PRODUCTS caused by acts of God,governmental order,strikes,fire era public enemy or other causes beyond LEVERAGE iNFORMATiON SYSTEMS.€NC's control If such contingency occurs. LEVERAGE INFORMATION SYSTEMS INC and CUSTOMER shall determine if the work is to be reschedu ed or terminated- Page 14 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. 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(30t 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 (36)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{51 working days. t_ 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 t5}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 fine dispute m the shortest practical time. b, Both PARTIES agree to be bound by the determination of the bane;of arbitrators- C Both PARTIES agree to exercise good faith in dispute resolution and to avoid arbitration on whereverpossible- D CUSTOMER and the LEVERAGE INFORMATION SYSTEMS.INC agree that,the existence of a dispute notwithstanding.they will continue without delay to carry out all their respective responsibilities under this Contract which are not affected by the dispute- E No action,regardless of iorrn, arising out ;f this Agreement may be brought by either party more than six!6 months after the Cause of aunion has arisen,or it the cause of nonpayment more than two`<j years from the date of the last payment ATTORNEYFEES AND COSTS Provided that alternative dispute methods have been punSued,if any litigation,s brought to enforce or arising out of this Contract or any term.clause oi Provision hereof,the prevailing party shall be awarded its reason b;e attorneys'fees together with expenses and costs incurred with such litigation Page 15 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. 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 w=aiver 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 courtin Bing County,Washington Page 16 This document is be treated as proprietary and confidential to Leverage Information Systerns, Inc and is to to shared only with those individuals involved with the negotiation or proper execution of the AGREEMENT described herein.