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HomeMy WebLinkAboutHENRY BROS ELECTRONICS INC - CONTRACT - AGREEMENT MISC - HENRY BROS ELECTRONICS INCSERVICES CONTRACT This Contract is entered into this day of + 20-LL, by and between the City of Loveland, Colorado ("City") and Htiiry Bros, Electronics, Inc. ("Contractor"). Whereas, the parties desire to contract with one another to complete the following project: Airport Stelio Parking Kiosk Refurbishment. Now, therefore, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 1. Services. The Contractor shall perform the services set forth in Exhibit A, attached hereto and incorporated herein by reference ("Services"). The Contractor represents that it has the authority, capacity, experience, and expertise to perform the Services in compliance with the provisions of this Contract and all applicable laws. The City reserves the right to remove any of the Services from Exhibit A upon written notice to Contractor. In the event of any conflict between this Contract and Exhibit A, the provisions of this Contract shall prevail. 2. Price. The City shall pay the Contractor a sum not to exceed $6,278.85. The City shall make payment within thirty days of receipt and approval of monthly invoices, which shall identify the specific Services performed for which payment is requested. 3. Term. This Contract shall be effective from August 15, 2011 through November 1, 2011. This Contract may be extended or renewed by written agreement of the parties. 4. Appropriation. To the extent this Contract constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation pursuant to the City of Loveland Municipal Charter Section 11-6 and Article X, Section 20 of the Colorado Constitution. The City shall have no obligation to continue this Contract in any fiscal year in which no such appropriation is made. 5. Independent Contractor. The parties agree that the Contractor is an independent contractor and is not an employee of the City. The Contractor is not entitled to workers' compensation benefits from the Citv and is oblisated to pay federal and state income tax on any money earned pursuant to this Contract. 6. Insurance Requirements. a. Policies. The Contractor and its subcontractors, if any, shall procure and keep in force during the duration of this Contract the following insurance policies and shall provide the City with a certificate of insurance evidencing upon execution of this Contract: Page l of 6 Form Revised 01/18/2011 T�_4 Quote #2757 HBE STANDARD TERMS AND CONDITIONS CONTINUED Section 3 - Contractual: 3.1 Proposal Expiration: This proposal shall be honored for thirty (30) days. 3.2 This proposal, including the provisions printed above and any specifications or other provisions attached hereto, when accepted by customer and Henry Bros. Electronics shall constitute the Contract between the parties, and all prior representations or agreements not incorporated herein are superseded. 3.3 The basis for contractual terms shall be AIA Document A201 "General Conditions of the Contract for Construction" 1997 edition, as modified by the specifications herein. 3.4 No work shall proceed without an acceptable purchasing document from the customer to HBE referencing these terms and conditions. 3.5 Termination or Alteration: A contract resulting from the acceptance of the above proposal may be canceled or altered by the customer only if agreed to in writing by HBE. 3.6 Customer shall purchase and maintain all-risk builders risk insurance upon the full value of the entire work, including materials delivered to the job site, which shall include the interests of Henry Bros. Electronics as additional insured. 3.7 HBE shall not be responsible for delays or defaults that are occasioned by causes of any kind beyond our reasonable control, including but not limited to delays or defaults of architects, the customer or customers landlord, other contractors or subcontractors, any other third parties, or by civil disorder, labor dispute, or Act of God. HBE shall be entitled to equitable adjustment in the amount of the Contract for delays caused by any such party or cause. 3B LIMITATION OF LIABILITY —HBE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY REASON WHATSOEVER. 3.9 Limited Warranty: HBE is an independent -dealer of access control and CCTV systems. HBE provides warranty for one (1) year on all materials and labor. This warranty extends from initial acceptance or beneficial use of the equipment. The warranty does not cover any pre-existing equipment incorporated into this project. This warranty is not transferable. The preceding is the sole warranty and no other express or implied warranties, including the warranty of merchantability or fitness for a purpose are granted. 3,10 Intellectual Property: This proposal and all accompanying materials, and the original information, designs, concepts and ideas represented herein are the exclusive intellectual property of HBE and may not be reproduced or copied in any mannerwilhout the express written authorization of HBE. The proposal and all associated materials, drawings and documents are copyrighted by HBE, all rights reserved, and must be returned promptly upon demand. 3.11 Electronic File Transmission: If this document has been transmitted in an electronic format (e-mail), the delivery of the electronic file does not constitute the delivery of our proposal with attachments, if any. Only the signed original proposal constitutes our proposal, and because electronic files maybe altered, the signed proposal must be referred to for the original and connect information. HBE is not responsible if there are any differences between the signed proposal and the electronic file, or for any information derived from the electronic file which have not been reviewed and signed by HBE. 3.12 In case of dispute, the prevailing party shall be awarded costs, including reasonable attorney's fees. HBE Confidential 8:46 AM 6/7/2011 Page 3 of 3 EXHIBIT B — CERTIFICATE OF EXEMPTION AND WAIVER DIRECTIONS: ✓ If the Contractor is NOT required under Colorado law to carry workers' compensation insurance and DOES NOT carry it, this exhibit MUST be completed and attached to the Contract. ✓ If the Contractor IS required under Colorado law to carry workers' compensation insurance'and DOES carry it, this exhibit IS NOT REQUIRED and may be discarded. The Contractor certifies to the City that it is not required to carry workers' compensation insurance under the Colorado Workers' Compensation Act. The Contractor acknowledges that it will be engaging in activities that may expose it to risk of bodily injury. The Contractor affirms that it is physically capable of performing the activities and that all necessary precautions to prevent injury to the Contractor and others will be taken. The Contractor shall not hold the City liable for any injuries that may arise during or resulting from the work performed under the Contract, and the Contractor shall defend, indemnify, and hold harmless the City from all such claims. Contra for By: , 4 Title: Co WT&OLLE(l STATE OF CULcr9oLb ) ss. COUNTY OF L7CfiE1?So.1 ) The foregoing instrument was acknowledged before me thisZg?day of J"14Y 20 // by a,9,11a Z. ,p (Insert name of individual signing on behalf of the Contractor) SEAL EM JA® Ems G AKER NOTARY PUBLIC ATE OF COLORADO MY COMMISSION EXPIRES M2 .B4,— otary's official signature 06201Z Commission expiration date ACORY CERTIFICATE OF LIABILITY INSURANCE DATE IYYYY) tk . 071262011 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(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Marsh Risk & Insurance Services PHONE FAX 4445 Eastgate Mall, Suite 300 No): E-MAIL ADDRESS: California License: 0437153 San Dlegc92121 Attn. San Diego. CedRequest@marsh.com INSURERS AFFORDING COVERAGE NAIL N INSURER A: Great Northern Insurance Company 20303 600207-HENRY-GAWUE-10-11 INSU RED INSURER B Federal Insurance Company 20281 K2tos Defense & Security Solutions, Inc INSURER C : Onebeacon America Insurance Co. 20621 Henry Brothels Electronics, Inc. INSURER D : ACE American Insurance Company 22667 4820 Eastgate Mall San Diego, CA 92121 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: LOS-001467434-01 REVISION NUMBER:7 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR R OF INSURANCE ADDITYPE INSR MDSUBRI POLICY NUMBER MMIDPOLIDY IYYYY POLICY EXP MMIDOtYYYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE r-T] OCCUR 35890320 03101/2011 08119/2011 EACH OCCURRENCE $ 1,000,000 AMA N PREMISES Ea occurrence $ 250,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE POLICY LIMIT APPLIES PER: X PRO- LOD JECT PRODUCTS - COMPIOPAGG $ 2,000,000 $ B B B AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON-0WNED HIRED AUTOS AUTOS 73553474 73553484 73553483 03/01/2011 03/0112011 03/01/2011 08/19/2011 08/19/2011 08/1912011 COMBINED SINGLE LIMIT Ea accident 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per aaiden) $ PROPERTY DAMAGE (Per a=dentl $ ComplColl Deductibles $ 1,000 B D X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 79837020 M00535709 I 03i01/2011 03101/2011 08/7912011 06119/2011 EACH OCCURRENCE $ 25,000,000 AGGREGATE $ 25,000,000 DED I I RETENTIONS $ C WORKERS COMPENSATION AND EMPLOYER$' YIN LIABILITY ANY PROPRIETOR/PARTNERJEXECUTIVE OFFICERIMEMBER E%CLUDED4 (Mandatory In NH) If yes, describe under OE ins,OF OPERATIONS below N I A 406036593-000 12/16/2010 12116/2011 X I WC STATU- OT14 E.L.EACHACCIDENT $ 1,000,000 E.L.DISEASE-EAEMPLOYE 8 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Addlllonel Remarks Schedule, if more space is required) The City of Loveland and the City of Fort Collins are included as additional insured (except workers compensation) where required by written contract. Gty of Loveland the City of Fort Collins ) Earned Road eland, CO 80538 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Kristen A. Olson )'j-� �A _ V L&Crn ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD (i) Comprehensive general liability insurance insuring the Contractor and naming the City as an additional insured with minimum combined single limits of $1,000,000 each occurrence and $1,000,000 aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall contain a severability of interests provision. (ii) Comprehensive automobile liability insurance insuring the Contractor and naming the City as an additional insured against any liability for personal injury, bodily injury, or death arising out of the use of motor vehicles and covering operations on or off the site of all motor vehicles controlled by the Contractor which are used in connection with this Contract, whether the motor vehicles are owned, non -owned, or hired, with a combined single limit of at least $1,000,000. (iii) Professional liability insurance insuring the Contractor against any professional liability with a limit of at least $1,000,000 per claim and annual aggregate. (Note: this policy shall only be required if the Contractor is an architect, engineer, surveyor, appraiser, physician, attorney, accountant, or other licensed professional.) (iv) Workers' compensation insurance and all other insurance required by any applicable law. (Note: if under Colorado law the Contractor is not required to carry workers' compensation insurance, the Contractor shall execute a Certificate of Exemption and Waiver, attached hereto as Exhibit B and incorporated herein by reference.) b. Requirements. Required insurance policies shall be with companies qualified to do business in Colorado with a general policyholder's financial rating acceptable to the City. Said policies shall not be cancelable or subject to reduction in coverage limits or other modification except after thirty days prior written notice to the City. The Contractor shall identify whether the type of coverage is "occurrence" or "claims made." If the type of coverage is "claims made," which at renewal the Contractor changes to "occurrence," the Contractor shall carry a six-month tail. Comprehensive general and automobile policies shall be for the mutual and joint benefit and protection of the Contractor and the City. Such policies shall provide that the City, although named as an additional insured, shall nevertheless be entitled to recover under said policies for any loss occasioned to it, its officers, employees, and agents by reason of negligence of the Contractor, its officers, employees, agents, subcontractors, or business invitees. Such policies shall be written as primary policies not contributing to and not in excess of coverage the City may carry. Page 2 of 6 Form Revised 01/18/2011 7. Indemnification. The Contractor agrees to indemnify and hold harmless the City, its officers, employees, and agents from and against all liability, claims, and demands on account of any injury, loss, or damage arising out of or connected with the Services, if such injury, loss, or damage, or any portion thereof, is caused by, or claimed to be caused by, the act, omission, or other fault of the Contractor or any subcontractor of the Contractor, or any officer, employee, or agent of the Contractor or any subcontractor, or any other person for whom the Contractor is responsible. The Contractor shall investigate, handle, respond to, and defend against any such liability, claims, and demands, and shall bear all other costs and expenses related thereto, including court costs and attorneys' fees. The Contractor's indemnification obligation shall not be construed to extend to any injury, loss, or damage to the extent caused by the act, omission, or other fault of the City. This paragraph shall survive the termination or expiration of this Contract. 8. Governmental Immunity Act. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the notices, requirements, immunities, rights, benefits, protections, limitations of liability, and other provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 el seq. and under any other applicable law. 9. Compliance with Applicable Laws. a. Generally. The Contractor shall comply with all applicable federal, state, and local laws, including the ordinances, resolutions, rules, and regulations of the City. The Contractor shall solely be responsible for payment of all applicable taxes and for obtaining and keeping in force all applicable permits and approvals. b. C.R.S. Article 17.5, Title 8. The Contractor hereby certifies that, as of the date of this Contract, it does not knowingly employ or contract with an illegal alien who will perform work under this Contract and that the Contractor will participate in the e- verify program or Colorado Department of Labor and Employment ("Department") program as defined in C.R.S. § 8-17.5-101 in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under this Contract. The Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract or enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract. The Contractor certifies that it has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in either the e- verify program or the department program. The Contractor is prohibited from using either the e-verify program or the department program procedures to undertake pre- employment screening of job applicants while this Contract is being performed. If the Contractor obtains actual knowledge that a subcontractor performing work under this Contract knowingly employs or contracts with an illegal alien, the Contractor shall be required to: (i) notify the subcontractor and City within three days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this subparagraph the subcontractor does not stop Page 3 of 6 Form Revised 01/18/2011 employing or contracting with the illegal alien; except that Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. The Contractor shall comply with any reasonable request by the Department made in the course of an investigation that it is undertaking pursuant to the authority established in C.R.S. Article 17.5, Title 8. If the Contractor violates this paragraph, the City may terminate this Contract for default in accordance with "Termination," below. If this Contract is so terminated, the Contractor shall be liable for actual and consequential damages to the City. (Note: this paragraph shall not apply to contracts: (i) for Services involving the delivery of a specific end product (other than reports that are merely incidental to the performance of said work); or (ii) for information technology services and/or products.) C. C.R.S. & 24-76.5-103. If the Contractor is,a natural person (i.e., not a corporation, partnership, or other legally -created entity), he/she must complete the affidavit attached hereto as Exhibit C and attach a photocopy of a valid form of identification. If the Contractor states that he/she is an alien lawfully present in the United States, the City will verify his/her lawful presence through the SAVE Program or successor program operated by the U.S. Department of Homeland Security. In the event the City determines that the Contractor is not lawfully present in the United States, the City shall terminate this Contract for default in accordance with "Termination," below. 10. Termination. a. Without Cause. Either party may terminate this Contract without cause upon thirty days prior written notice to the other. The City shall be liable to pay the Contractor for Services performed as of the effective date of termination, but shall not be liable to the Contractor for anticipated profits. b. For Default. Each and every term and condition hereof shall be deemed to be a material element of this Contract. In the event either party fails to perform according to the terms of this Contract, such party may be declared in default. If the defaulting party does not cure said breach within ten days of written notice thereof, the non -defaulting party may terminate this Contract immediately upon written notice of termination to the other. In the event of such termination by the City, the City shall be liable to pay the Contractor for Services performed as of the effective date of termination, but shall not be liable to Contractor for anticipated profits; provided, however, that the Contractor shall not be relieved of liability to the City for any damages sustained by the City by virtue of any default under this Contract, and the City may withhold payment to the Contractor for the purposes of setoff until such time as the exact amount of damages is determined. It. Notices. Written notices shall be directed as follows and shall be deemed received when hand -delivered or emailed, or three days after being sent by certified mail, return receipt requested: Page 4 of 6 Form Revised 01 / 18/2011 To the City: Larry Mack City of Loveland 4900 Earhart Road Loveland, CO 80537 Email: mackl@ci.loveland.co.us 12. Special Provisions. None. To the Contractor: Jessica Meehan Henry Bros, Electronics, Inc. 3964 Youngfield St. Wheatridge, CO 80033 Email: jmeehan@hbe-inc.com 13. Time of the Essence. Time is of the essence in performance of the Services and is a significant and material term of this Contract. 14. Miscellaneous. This Contract contains the entire agreement of the parties relating to the subject matter hereof and, except as provided herein, may not be modified or amended except by written agreement of the parties. In the event a court of competent jurisdiction holds any provision of this Contract invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision of this Contract. The Contractor shall not assign this Contract without the City's prior written consent. This Contract shall be governed by the laws of the State of Colorado, and venue shall be in the County of Latimer, State of Colorado. 15. Electronic Signature. This Contract may be executed by electronic signature in accordance with C.R.S 24-71.3-101 elseq. Signed by the parties on the date written above. City of Loveland, Colorado SEAL Title: PUBLIC KS DIRECTOR W City Clerk (2ROVED AS TO FORA Assistant City Attorney Page 5 of 6 Form Revised 01/18/2011 TTEST: City Clerk CF FOnT� Mv1 il Attorney STATE OF C ot-oR,ano COUNTY OF ,%ERSo J City of Fort Collins, Colorado By: nn U� Title: � C*TT_ � I—c)IZ-0 A-S1LN k' -2 S/<-- r4 G - e e� Contrac By: D j R, 4, Title: CONIQ-OLLL-.tt ss. The foregoing instrument was acknowledged before me this2.7tay of ✓uty 20 // by 'DW A!/EL -7W&DY (Insert name of individual signing on behalf of the Contractor) SEAL PUBL DAMES G. BAKER PUBLIC STATE OF CO ORADO ' . &(,-- tary's official signature 'f18�Lo/Z Commission expiration date Page 6 of 6 Form Revised 01/18/2011 EXHIBIT A — SERVICES Refurbish Fort Collins -Loveland Airport Stelio Parking Kiosk per HBE quote #2757 dated 06/07/11 attached. �. HENRY BROS. ELECTRONICS, INC. perfecting security integrntion since 7950 Client: Fort Collins/Loveland Airport Operations Address: 4900 Earhart Rd. Loveland, CO 80538 Attention: Larry Mack 3964 Youngfeld St. Wheat Ridge, CO 80033 Main (303) 373-5535 Fax (303) 373-5758 www.hbe-inc win Date: 06/07/11 Quote #: 2757 Henry Bros. Electronics, Inc. (HBE) proposes the following: Stelio Refurbishment HBE will provide a new card reader, GPRS modem, and installation for each of two Stelio meters. Assumptions: Configuration for both meters will be identical and will only require one Perso/EPROM. All removed used parts will be the property of Parkeon; all units included in this offer will be brought into a central location provided by customer; induces 90 day warranty to start at time of installation on street or 60 days following rebuild whatever is sooner; Cost does not include Parkfolio fees. Parkfolio fee for each meter includes all transactions and communication fees. Installation Assumptions: Civil work to be completed by customer. Qty Manufacturer Part Number Description Unit Price Total Parkeon Rebuild Stelio (1-9) Rebuild/upgrade/resfresh/test Stelio meter $4,375.00 Parkeon Rebuild Stelio (10+) Rebuild/upgrade/resfresh/lest 10+ Stelio me $4,187.50 Parkeon Extended Warranty 90 day to 1 year warranty $492.50 Parkeon Extended Warranty 90 day to 4 year warranty $656.25 Parkeon Installation Per meter installation on street $437.50 $875.00 Parkeon Modem & Card Reader GPRS Modem and M900 Card Reader $1,472.50 $2,945.00 Parkeon Stelio Battery New Battery $230.00 Parkeon Perso PERSO (new S/W configuration) $437.50 $437.50 Parkeon EPROM EPROM (Credit Card Set Up) $62.50 $62,50 Parkeon Graphics Graphic Set Up $312.50 Parkeon Graphics Graphic (each) $62.50 Parkeon Overlays Overlays (stickers, credit Card labels) $30.00 Parkeon Upper Door Lock Upper Door Lock (ball type) without key $171.25 Parkeon Upper Door Key Upper Door Key $70.00 Parkeon Lower Door Lock Lower Door Lock Square $56.25 Parkeon Lower Door Key Square Key $33.75 Parkeon Anchors Wedge Anchors (4 per machine required) $4.07 Parkeon CCSUF New Credit Card Set Up Fee for 2 Meters $750.00 $750.00 Total Material Cost: $5,070.00 Total Wire Cost: Installation & Labor: $1,007.50 Freight & Installation Supplies $201.35 Sales Tax: F—Exempti $0.00 Total Cost: $6,278.85 (Terms and Conditions attached become a part of this Pro osal. Please) tlet and return along with this form.) HBE Authorized Signature: -)—_J Jessica Pleethan, Sensor Account Executive (Type or Print Name and Title) Accepted By: (Type or Print Name, Title and Date) HBE Confidential 8:46 AM 6/7/2011 Page 1 of 3 0 Quote #2757 HBE STANDARD TERMS AND CONDITIONS Section 1 - Installation and Performance 1.1 HBE will provide all required labor to mount, terminate and test the equipment detailed in this proposal. Installabon(s) will be performed in a workmanlike manner by HBE technicians, meeting or exceeding industry standards and local code requirements. 1.2 Mobilization: Following acceptance of this proposal, fifteen (15) working days and a 25% pre -payment, are required for mobilization. This includes administrative processing, engineering, drafting, equipment purchasing, and equipment shipping and receiving. 1.3 The schedule of any other contractors involved in this project shall be made in consultation with HBE, and unless otherwise agreed to, shall provide time for HBE to perform our work on an 8-hour day, 40-hour week basis. This Proposal/Contract does not include provision for HBE to perform overtime work for delays not caused by us. Additional charges shall apply for any mutually agreed upon overtime. 1A System Programming and Customer Training: HBE will be responsible for all hardware device programming and testing, and for customer training on the use of the new equipment as specified herein. Loading of any database, including definition of access levels, alarm points, time zones, or any other user -defined data is the responsibility of the customer. 1.5 This design is provided "as -is;' and should any project document or site abnormalities exist orarise, HBE will advise the customer and recommended or necessary design and/or cost adjustments. 1.8 HBE will dispose of debris created by the work into customer-fumished trash bins or containers at the site. 1.7 Customer shall be responsible for any data communication paths and IP Addresses, telephone connectivity and related central station monitoring, including all startup and recurring costs. 1.8 Customer shall furnish at the site reasonable and secure material storage, any required equipment backboard and mounting space, all high -voltage electrical work, conduits and electrical hardware. 1.9 Customer shall provide uncluttered access for HBE to deliver material and safely perform the work. 1.10 Unless specifically noted otherwise, this proposal EXCLUDES: lA0.1 Furnishing and/or installation of lighting required for proper operation of CCTV cameras. lA0.2 Trenching, backfill and/or compaction; repair and/or replacement of landscape. 1.10.3 Abatement of and/or work near asbestos which may hinder our work or pose a danger to HBE technicians or customer site. 1.10.4 Traffic barriers or traffic control. 1.10.5 Painting, patching or repair of existing surfaces. 1.10.7 Cost of any necessary permits. 1.10.8 Badge design, R applicable. 1.10.9 System "as built" drawings. 1.11 HBE Proposal Assumptions — Unless specified to the contrary, the design and proposal assumes: 1.11.1 All existing equipment to be incorporated into new work is operable and suitable for the intended purpose. 1.11.2 Wiring installed as the design dictates, where required and as HBE has designed. 1.11.3 No area in which HBE is to install equipment is classed as hazardous or explosive. 1.11.4 Lock operation is subject to the proper condition and operation of existing door hardware, door alignment and closing devices. Access control is contingent upon proper operation of all such devices and hardware. Factors such as air conditioning or related draft problems, wind and abusive usage can render any system inoperative. Eliminating and preventing these interfering factors is the responsibility of the customer. Any recertification of rated doors, jambs, hardware is the responsibility of the customer. Installation of access control hardware is retrofit in nature. Reasonable efforts will be made to Cover pre-existing holes, blemishes or Cosmetic anomalies resulting from the removal and replacement of pre-existing hardware or installation of new hardware. Repairs and alterations required beyond this effort are the responsibility of the customer. Section 2 - Financial and Payment: 2A HBE shall be paid monthly progress payments on or before the 18th day of each month for the value of our work in place plus materials and equipment designed, manufactured, or suitably stored on or off site by HBE, including any taxes as required by law. Final payment shall be due 30 days following the completion of the project. HBE may suspend performance 8 customer fails to make timely payments for work performed and suitably stored materials. 2.2 Late payments will bear interest at the monthly rate of 1 1/2% until payment is made. 2.3 Change Orders: Any changes to this proposal shall require an approved Change Order, which shall modify this scope of work and proposal cost. The attached schedule of equipment costs defines and limits the equipment to be furnished as part of this proposal. 2.4 No provisions of this proposal or any resulting contract shall serve to void our entitlement to timely payment nor void any of HBE's rights under Mechanics' Lien Laws. 2.5 HBE does not accept back charges that have not been previously agreed to in writing. 2.5 HBE retains title to all equipment until installation is complete and reserves the right to retake possession of the same or any part thereof at the customers cost upon payment default. HBE Confidential 8:46 AM 6/7/2011 Page 2 of 3