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HomeMy WebLinkAbout2017-28112017 -2811 AGREEMENTS WITH USA SECURITY INC FOR INSTALLATION AND MONITORING OF SECURITY ALARM COMMUNICATIONS SYSTEMS Table of Contents Master agreement, dated 8 -22 -2017 5 pages Heights Liquor site agreement, dated 8 -22 -2017 2 pages Heights Liquor addendum B, dated 8 -22 -2017 3 pages Murzyn Hall site agreement, dated 8 -22 -2017 2 pages Murzyn Hall addendum B, dated 8 -22 -2017 3 pages Public Library site agreement, dated 8 -22 -2017 2 pages Public Library addendum B, dated 8 -22 -2017 3 pages Public Works Building site agreement, dated 8 -22 -2017 2 pages Public Works Building addendum B, dated 8 -22 -2017 3 pages Top Valu Liquor I site agreement, dated 8 -22 -2017 2 pages Top Valu Liquor I addendum B, dated 8 -22 -2017 3 pages Top Valu Liquor II site agreement, dated 8 -22 -2017 2 pages Top Valu Liquor II addendum B, dated 8 -22 -2017 3 pages Ta b IeOfCo me nts_USAsecu rity_082217. docx This Standard Commercial Master Security Agreement, together with all applicable SCHEDULES, SITE AGREEMENTS, ADDENDUMS, RIDERS AND SUPPLEMENTS (hereinafter collectively referred to as this "Agreement ") is entered into as of the date of the signature of the representative ofthe last Party to sign this Agreement on Page 3 hereof (the "Effective Date"), by and between USA SECURITY, INC., with its principal place of business at 6251 Bury Drive, Eden Prairie, Minnesota 55346 ( "USA Security "), and Citv of Columbia Heights with its principal place of business at 590 40'" Ave NE. Columbia Heights, MN 55421( "Buyer"). USA Security and Buyer are also referred to individually as "Party" and collectively as "Parties" throughout the Agreement. Recitals A. USA Security offers for sale and installation various intrusion, fire protection, control access and miscellaneous other security equipment, software and related system components. USA Security also maintains, operates and/or administers certain service options, system monitoring, remote video server administration and miscellaneous other security services for its customers. B. Buyer requires certain security systems and/or services in connection with Buyer's business. C. Buyer desires to obtain from USA Scott*, and USA Security desires to provide to Buyer for use by Buyer, the systems and services described herein, Agreement NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises and covenants contained herein, and payments provided for on all SITE AGREEMENT(S), ADDENDUM(S), RIDER(S) and SUPPLEMENT(S), the Parties agree as follows: I. SYSTEMS AND SERVICES: Buyer has selected site - specific equipment, software, components and services as set forth on the SITE AGREEMENT(S), ADDENDUM(S), RIDER(S) and SUPPLEMENT(S) executed by the Parties. 2, BUYER'S CARE OF SYSTEM: CHANGES OR ADDITIONS: To the extent Buyer moves, removes or modifies the equipment, software or components after Buyer has accepted the installation of the same by USA Security, Buyer agrees to bear the cost of any repairs, replacement, relocation or additions to the system made necessary as a result ofsuch actions 3. ALTERATION OF PREMISES FOR INSTALLATION: Buyer is the owner of the premises. Buyer and USA Security shalt, in accordance with the ADDENDUM for design and installation services signed by the Parties, mutually agree upon the location of installation for all equipment and other components and USA Security is authorized to make preparations for such equipment and other components (such as drilling holes, driving nails and making attachments) as are necessary to install such equipment and other components in such agreed -upon locations. 4. BUYER'S DUTY TO SUPPLY ELECTRIC AND TELEPHONE SERVICE: Buyer agrees to furnish, at Buyer's expense, any or ail of the following (as deemed necessary by USA Security): 110 Volt AC power and electrical outlets and receptacles, telephone hook -ups, RJ31 Block or equivalent, high speed internet connection, high speed broadband cable or DSL and IP Address. Buyer will notify USA Security of any changes to any of the aforementioned services. 5. PAYMENTS AND TAXES: Unless otherwise specified in due applicable SITE AGREEMENT, ADDENDUM, SCHEDULE, RIDER or SUPPLEMENT signed by the Parties, USA Security shall invoice Buyer after acceptance of all equipment, software, components and services under the applicable SITE AGREEMENT, ADDENDUM, SCHEDULE, RIDER or SUPPLEMENT. Buyer shall pay the undisputed amounts in any timely and correct invoice no later than thirty (30) days after Buyer's receipt of such invoice. In the event Buyer disputes the content or charges contained in any invoice, Buyer shall notify USA Security in writing and the Parties shall work together in an effort to resolve such dispute expeditiously, and the time for payment of the disputed invoice shall be extended until resolution of the dispute. If and only if expressly authorized in a SITE AGREEMENT, ADDENDUM, SCHEDULE, BIDER or SUPPLEMENT signed by the Parties, USA Security shall he entitled to invoice Buyer for out -of- pocket expenses, including reasonable travel expenses, incurred in providing services under such SITE AGREEMENT, ADDENDUM, SCHEDULE, RIDER or SUPPLEMENT, provided such expenses comply with Buyer's reimbursable expense guidelines as in effect from time to time. In addition to the payments set forth on all SITE AGREEMENTS, ADDENDUMS, SCHEDULES, RIDERS and Sl JPPLEMENTS that have been signed by the Parties, Buyer agrees to be liable for and pay to USA Security sales and use taxes unposed with respect to the provision of the equipment, software, components and services under this Agreement and detailed on an applicable SITE AGREEMENT, ADDENDUM, SCHEDULE, RIDER or SUPPLEMENT signed by the Parties, For the avoidance of doubt, in no event shall Buyer be responsible for any income or employment related taxes imposed on USA Security. 6. WARRANTIES: In the event that any part of the equipment, sofhvare and/or components become defective, or in the event that any repairs are required, USA Security agrees to make all repairs and replacement of parts without costs to the Buyer for a period of ninety (90) days from the date that installation is completed. In discharging its warranty obligations pursuant to this Section 6, USA Security reserves the option to either replace or repair the equipment, software and/or components, and reserves the right to substitute materials of equal quality at time of replacement, or to use reconditioned parts in fulfillment of this warranty (but only to the extent such reconditioned parts are of equal quality at the time ofreplacement). USA Security's warranty does not include batteries or reprogramming, and it excludes damage by ligbtning, electrical surge, wire or foil breaks installed by others. The warranty does not cover any damage to materials caused by accident, misuse, attempted or unauthorized repair service, modification, or improper installation by anyone other than USA Security or a third party authorized by USA Security, USA Security's warranty shall not extend to consequential or incidental damages which may result from defective materials or Buyer's misuse of the systems. The repair or replacement of any equipment, software or component shall not be deemed to be a waiver of any deadline or other timing requirement set forth in any SITE AGREEMENT, ADDENDUM, SCHEDULE, RIDER or SUPPLEMENT signed by the Parties. USA Security shall at all times take commercially reasonable precautions and use cormnercialty reasonable efforts to conduct all operations under this Agreement in a manner to avoid any risk of loss, theft or damage by vandalism, sabotage or other means to any property of Buyer. USA Security shall, and shall ensure all of USA Security's subcontractors, and their respective employees and agents, abide by Buyer's policies and procedures for its contractors and the contractors' personnel as are in effect from time to rime. USA Security represents, warrants and covenants to Buyer as follows: USA Security has the skills, resources and expertise to provide and shall provide all services under this Agreement in accordance with the terms and conditions of this Agreement and, without limiting the generality of the foregoing, USA Security represents and warrants to Buyer that such services shall be performed in a timely, professional and workmanlike manner, by qualified personnel, and consistent with or exceeding all applicable industry standards, practices and procedures, including standards for competence. (i) Upon acceptance by Buyer of the applicable equipment, software and components, title to such equipment, software and components will, without any further action, be transferred to Buyer free and clear of all security interests and other liens and encumbrances; (ii) all equipment, software and components are delivered, and all services are provided, free ofthe rightful claims of any third parties by way of infringement or otherwise; (iii) all equipment, software and components are free from any defects in workmanship, material or design; (iv) all equipment, software and components satisfy or exceed all industry or other recognized standards or legal requirements for the same; (v) all equipment, software and components are fit for their intended purpose and operate as intended; and (vi) USA Security is in compliance with and will comply with all applicable laws, rules and regulations in the performance of its obligations hereunder. The equipment, software and components will not contain, and USA Security will not introduce via modem or otherwise, any code or meebanism which electronically notifies USA Security of any fact or event, or any key, node lock, time -out or other function, implemented by any type of means or under any circumstances, which may prevent, restrict or interfere with Buyer's use of or access to any programs, data or equipment based on any type of criteria whatsoever, including, without limitation, frequency or duration of use. Additional warranties may be set forth in a SITE AGREEMENT, ADDENDUM, SCHEDULE, RIDER or SUPPLEMENT signed by the Parties. 6.1 Buyer acknowledges and agrees that USA Security is not the manufacturer ofthe equipment, software andlor components and, other than USA Security's limited warranty, Buyer agrees to look exclusively to the manufacturer of the materials for repairs under the manufacturer's warranty coverage, if any. 6.2 Buyer acknowledges that any affirmation of fact or promise made by USA Security shall not be deemed to create an express or implied warranty unless included in this Agreement. USA Security does not represent or warrant that the systems may not be compromised or circumvented, or that the systems will prevent any loss by burglary, hold -up, fire or otherwise; or that the systems will in all cases provide the protection for which they are installed. USA Security expressly disclaims any implied warranties and Buyer acknowledges that there are no warranties which extend beyond those expressly set forth in this Agreement. 7. TESTING AND REPAIR OF SYSTEM: Buyer agrees to test and inspect the equipment, software and components promptly after the Parties have agreed that installation ofall equipment, software and components under an applicable SITE AGREEMENT, ADDENDUM, SCHEDULE, RIDER or SUPPLEMENT signed by the Parties is complete, and to advise USA Security in writing within three days after such completion of installation of any defect, error or omission. The Parties hereto agree that all equipment, software and related system components, once installed, are in the exclusive possession and control of the Buyer, and it is Buyer's sole responsibility to test the operation ofthe system and to notify USA Security if any equipment, software or component is in need of repair. Except insofar as expressly covered by the Limited Warranty set forth in Paragraph 6 or any Services Agreement purchased by the Buyer pursuant to SITE AGREEMENT(S), ADDENDUM A or SUPPLEMENT(S), USA Security shall not be required to provide any repairs after final acceptance by Buyer of all installed er,aiprnlnt, software and components under an applicable SITE AGREEMENT, ADDENDUM, SCHEDULE, RIDER or SUPPLEMENT signed by the Parties, unless USA Security has received written notice from Buyer. In providing said notice, Buyer shall inform USA Security of the deadline for repairs and Buyer acknowledges that the following service rates shall apply to all requests for repairs not otherwise covered under the Limited Warranty, this Agreement and/or any Services Agreement purchased by Buyer pursuant to ADDENDUM A: • After Hours Emergency Calls: On site = $200 per hour with 2 hour minimum; Remote = $50 per 15 minutes with 30 minute minimum • Emergency — service needed within I business day = $190/hr portal to portal • Urgent — service needed within 2 business days = $150/hr portal to portal • Standard — service needed within 3 to 5 business days = $ I25Ihr portal to portal • Anytime service needed at anytime, at USA's discretion (6 -I5 business days)_ $95/hrportal to portal • Remote Support - $18.75 per 15 minutes The aforementioned service rates are subject to an annual increase of not more than ten percent (10 %), unless otherwise noted on a SITE AGREEMENT, ADDENDUM A or a SUPPLEMENT. In the event Buyer complies with the tents of this Agreement and USA Security fails to repair the equipment by the identified deadline, Buyer shall not thereafter be responsible for any payment(s) due while the equipment, software and/or components remain inoperable. 8. USA SECURITY ACCESS: If Buyer signs up for Managed Access Services, Buyer authorizes USA Security to access the system control panels) to input and/or delete data and programming as required under the terms ofthe Parties' Agreement, 9. ACCESS CONTROL: If Buyer has purchased an access control system from USA Security, access control equipment shall be connected to a computer supplied by the Buyer and connected to Buyer's computer network (unless Buyer has selected hosted access services pursuant to a SITE AGREEMENT mid ADDF,NDUtvl C). Buyer will advise USA Security of all change in personnel and/or changes in access levels, authorizations and restrictions. Buyer will provide USA Security with access card serial numbers or biometric data and such other information necessary to identify personnel. All conuuunication by Buyer to USA Security regarding personnel access must be in writing via email or facsivuile to email addresses and/or fax numbers designated by USA Security. USA Security shall have remote intemet access to the Buyer's designated access control computer to program and make database updates to the system. Buyer is responsible for maintaining its computer and computer network and intemet access. I0. FALSE ALARMS AND PERMIT FEES: Buyer is responsible for all alann and monitoring permits and all related permit fees. Buyer agrees to file for and maintain any permits required by applicable law and indemnify and/or rcitmburse USA Security for any fines relating to permits and/or false alarms. USA Security shall have no liability for permit fees, false alarms, false alarm fines, police or fire response, any damage to personal or real property or personal injury caused by police or fire department response to alarm (whether false alann or otherwise), or the refusal ofthe police or fire department to respond. In the event of termination of police or fire response by the municipal police or fire department this Agreement shall nevertheless remain in full force and Buyer shall remain liable for all payments) provided for herein. IL FIRE ALARMS: Unless the EQUIPMENT SCHEDULE expressly provides for a fire alann system to code, USA Security makes no representation that the fire alarm equipment meets local code requirements or constitutes a fire alarm system as that tern may be defined by the relevant authority within Buyer's jurisdiction. If a fire alarm system to code is specified in the EQUIPMENT SCHEDULE, then USA Security will install all fire alarm equipment pursuant the plans and specifications prepared by Buyer's architect or professional engineer which were filed and approved by the appropriate jurisdictional authority, Buyer agrees that any equipment required by the jurisdictional authority not specified in the EQUIPMENT SCHEDULE shall be an additional cost item under this Agreement to be paid for by Buyer at time said additional equipment is requested. 12. USA SECURITY'S RIGHT TO UTILIZE SUBCONTRACTORS; PERSONNEL: Buyer agrees that USA Security is authorized and permitted to subcontract installation services to be provided by USA Security to third parties who may be independent of USA Security, USA Security may not subcontract any design services to be provided by USA Security pursuant to this Agreement. Notwithstanding the subcontracting or delegation of any ofUSA Security's obligations hereunder, USA Security shall continue to be responsible for such obligations and bound by all of the terms and conditions of this Agreement, and, in all events, shall ensure that any subcontractor, and such subcontractor's employees and agents, comply with the terms and conditions of this Agreement. Buyer, in its sole discretion, reserves the right to require (i) any employee or agent of USA Security or its subcontractors to immediately and permanently leave Buyer's premises, and (ii) USA Security to promptly replace any such person. 13. OWNERSHIP; EXCULPATORY CLAUSE; INDEMNITY; INSURANCE. The Parties understand and agree that the equipment, software and components, once installed and accepted by Buyer, become the sole and exclusive personal property of the Buyer. Buyer shall also own, upon creation, any installation designs, blueprints, schematics and other related documents, information and work product created by USA Security hereunder, as a "work made for hire" under United States copyright law or otherwise, and USA Security, on behalfof itself and its employees and agents, hereby assigns and conveys to Buyer and its successors and assigns USA Security's (and its employees' and agents') entire right, title and interest in and to any and all of the same and all intellectual property rights arising or resulting from the same. USA Security shall deliver all installation designs, blueprints, schematics and other related documents, information and work product created by USA Security hereunder to Buyer upon completion or the termination ofthis Agreement, whichever shall first occur. Buyer agrees that USA Security is not an insurer and no insurance coverage is offered herein; provided that USA Security shall be obligated to maintain the insurance coverage set forth below. The security equipment is designed to reduce certain risks of loss but USA Security cannot guarantee that no loss will occur given that the systems are subject to user error by the Buyer or its agents. Except for USA Security's indemnification obligations set forth below, USA Security's liability shall be limited to Buyer's damages or losses directly caused by USA Security's negligent or willful failure to perform its specific obligations under this Agreement Except for USA Security's indemnification obligations set forth below, USA Security shall not be liable to Buyer for any loss, personal injury, property damage, or data corruption or inability to retrieve data sustained by Buyer as a result of burglary, theft, bold -up, fire, equipment failure, smoke, or any other cause, whatsoever, that are not a direct result of USA Security's negligent or willfirl failure to perform its obligations under this Agreement. USA Security specifically shall not be liable for any damages or losses resulting from the negligence or willfitl misconduct of Buyer, Buyer's agents or any third parties (except any of USA Security's employees, subcontractors or agents) including, but not limited to, the manufacturer ofthe equipment USA Security's liability shall not extend to consequential or incidental damages which may result from Buyer's misuse ofthe systems. USA Security shall defend, indemnify and hold Buyer, its affiliates, and their respective directors, managers, shareholders, members, officers, employees and agents harmless from and against any claims, actions, losses, liabilities, damages, fines, costs and expenses (including reasonable attorneys' fees) incurred by any such person or entity arising out of or relating to a breach of this Agreement by USA Security, its subcontractors, or their respective employees or agents or the gross negligence or willful misconduct of USA Security, its subcontractors, or their respective employees or agents. USA Security shall, at its sole cost and expense, maintain adequate insurance coverage for itself and its personnel to protect Buyer from any losses that may arise out of USA Security's performance of its obligations under this Agreement. Such insurance shall include, without limitation, L Commercial general liability (including, without limitation, coverage for contractual liability assumed by USA Security under this Agreement, premises - operations, completed operations - products and independent contractors) in an amount not less than $1,000,000 per occurrence and $1,000,000 in the aggregate (and which shall include premises-operatio ns by project" and%or "aggregate by location" endorsement, as applicable); an 2. Statutory workers' compensation insurance or equivalent as prescribed by applicable law; 3. Employer's liability insurance covering (a) bodily injury each occurrence (in an amount not less than $500,000), (b) occupational disease each occurrence (in an amount not less than $500,000) and (c) occupational disease aggregate (in an amount not less than $500,000); 4. Comprehensive automobile liability covering all vehicles that USA Security owns, hires or leases in an amount not less than $1,000,000 (combined single ]unit for bodily injury and property damage), or in such greater amount as may be required by the laws applicable to USA Security in the jurisdiction where the Services are provided; 5. Errors and omissions (professional liability) insurance in the amount of at least $1,000,000 per occurrence; & Employment practices liability insurance covering the services hereunder in an amount not less than $1,000,000 in the aggregate; 7. All -risk property insurance covering USA Security owned or leased property, including business interruption and extra expense coverage; and 8. Umbrella coverage in the amount of $5,000,000 per occurrence in excess ofthe insurance coverage described above, 14. BUYER RESTORES EQUIPMENT: After acceptance of the equipment, software and components, Buyer shall be responsible for any loss occasioned by fire or casualty and the subsequent cost of replacing or restoring such equipment, software and components. Prior to acceptance, title to, and risk of loss of, the equipment, software and components remains with USA Security. Notwithstanding the condition ofBuyer's premises, or USA Security's impossibility of performance occasioned by the condition of Buyer's premises, Buyer shall remain liable for all monthly payments, if any, required under the ADDENDUM(S) without offset or reduction. 15. RELATIONSHIP OF ALL PARTIES TO THIS AGREEMENT: The Parties to this Agreement are independent contractors. The Parties expressly acknowledge and agree that it is not their intention or purpose hereunder to create, nor shall this Agreement be construed as creating, any type of partnership, joint venture, employee/employer relationship, franchise, or agency between the Parties. Neither Party shall have any authority to act, or attempt to act, or represent itself, directly Or by implication, as an agent ofthe other Party or in any manner assmne or create, or attempt to assume or create, any obligation on behalf of or in the name ofthe other Party. 15.1. The Parics agree that there are no third party beneficiaries to this Agreement. 16. NON - SOLICITATION; Buyer agrees that it will not solicit for employment for itself, or any other entity, or employ, in any capacity, any employee of USA Security assigned by USA Security to perform any service for or on behalf ofBuyer for a period oftwo years after USA Security has completed providing all obligations under this Agreement. In the event of Buyer's violation of this provision, in addition to injunctive relief, USA Security shall recover from Buyer an amount equal to such employee's salary based upon the average three montfrs preceding employee's termination of employment with USA Security, multiplied by twelve, together with USA Security's attorneys' fees and legal costs. 17. SECURITY INTERESTlCOLLATERAL/LI ENS I As security for Buyer's payment obligations under this Agreement, Buyer grants USA Security a security interest in the all equipment, software and systems installed by USA Security and acknowledges that USA Security is authorized to file a UCC financing statement in connection therewith. Moreover, USA Security and/or any subcontractor engaged by USA Security to perform work or furnish materials under this Agreement may, ifnot paid, have a claim against Buyer (or the owner of the premises ifother than Buyer) which may be enforced against the premises in accordance with applicable lien laws. 1 S. ASSIGNABILITY; BINDING EFFECT: Neither Party may assign or delegate any of its rights or obligations under this Agreement without the other Party's prior written consent, which shall not be unreasonably withheld, except that USA Security may assign or delegate this Agreement and any of its rights or obligations hereunder to any affiliate, subsidiary, parent, successor by merger or successor-in -interest which has the capability to operate in the same manner as USA Security under this Agreement without the prior written consent of Buyer; provided that, USA Security may not assign or delegate any design services to be provided by USA Security pursuant to this Agreement without the prior written consent of Buyer, which consent may be withheld in Buyer's sole discretion. Notwithstanding the assignment or delegation of any of USA Security's obligations hereunder, USA Security shall continue to be responsible for such obligations and bound by all of the terns and conditions of this Agree,ent. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. 19. ENFORCEMENT OF THIS AGREEMENT; GOVERNING LAW AND JURISDICTION: In the event that USA Security is forced to institute legal action to recover any or all of the payment(s) owed by Buyer as contemplated herein, the Panics agree that — upon the required showing of proof - USA Security shall be entitled to pre- and post judgment interest together with its reasonable attorneys' fees and costs incurred in the legal action. 19.1. This Agreement shall be governed by the laws of the state wbcre the work is performed and shall be interpreted tinder the laws of that state without regard to its conflict of law principles. 19.2. All legal proceedings related to the subject matter of this Agreement shall be maintained exclusively in the State or Federal courts sitting in Hennepin County, State of Minnesota. 19.3. Tice Parties expressly and irrevocably waive, to the extent permitted by law, any right to a trial by jury for any claim, counterclaim, or cause of action arising out of or relating to the terms of this Agreement. 20. WAIVERS. No course of dealing, or failure by a Party to enforce any provision of or to exercise any right under this Agreement, shall be construed as a waiver of such provision or right or affect the validity of this Agreement or limit, prevent or impair the right ofany Party subsequently to enforce such provision or exercise such right, 21. AMENDMENTS: Except as specifically provided elsewhere in this Agreement, no amendment to this Agreement shall be effective or bind any Party unless set forth in writing and signed by the duly authorized representatives of the Parties. 22. HEADINGS: Titles and headings preceding the text of sections and paragraphs in this Agreement have been inserted solely for convenience of reference and shall neither constitute a part ofthis Agreement nor affect its meaning, interpretation or effect. 23. SEVERABILITY: The provisions of this Agreement shall be deemed severable and if any provision of this Agreement is held by a court of competent jurisdiction to be illegal, void or invalid under applicable law, such provision may be changed to the extent reasonably necessary to make the provision legal, valid and binding. If any provision of this Agreement is held illegal, void or invalid in its entirety, the remaining provisions of this Agreement will not be affected, but will remain binding in accordance with their terns. 24. COUNTERPARTS: This Agreement, including all SITE AGREEMENTS, ADDENDUMS, SCHEDULES, RIDERS and SUPPLEMENTS, may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same Agreement. 25, ENTIRE AGREEMENT: This Agreement, and all SITE AGREEMENTS, ADDENDUMS, SCHEDULES, RIDERS and SUPPLEMENTS signed by the Parties in connection herewith, constitutes the entire agreement between the Parties with respect to the subject matter hereof and thereof, and supersede and replace in their entirety any and all prior agreements between the Parties with respect to such subject matter, either oral or in writing. Dated . Z6 f 2 _�' 1-1 of authorized name of authorized representative) (title o authorized representative) J CITY OF COLUMBIA HEIGHTS Dated 8/22/2017 (signature of authorized r' re entative) Walter R. F'ehst (printed name of authorized representative) City Manager (title of authorized representative) USA SECURITY INC. City of Columbia Heights - Heights Liquor 6259 Bury Drive �v�xxY Eden Prairie, M N 55346 (952) 829-5999 SITE AGREEMENT This Site Agreement sets forth the equipment, software, components and services selected by City of Columbia Heights at its premises located at Heights Liquor, 5225 University Ave NE Columbia Heights MN 55421 (the "SITE ") pursuant to the terms of the STANDARD COMMERCIAL MASTER SERVICES AGREEMENT executed by the Parties on AKg1 st 22 2017. 1. EQUIPMENT, SOFTWARE AND COMPONENTS: USA Security agrees to sell, instruct Buyer in the proper use of, and install at Buyer's SITE the equipment, software and /or components identified by make, model and/or other information on QUOTE 422912. 1.1. The materials identified on QUOTE #22912 are part of one or more of the following systems installed by USA Security at Buyer's SITE (check all that apply): Q Intrusion Alarm System ❑ Access Control System ❑ Fire Alarm System ❑ Video System 12. USA Security will instruct Buyer on the proper use of the system(s). 2. PURCHASE PRICE FOR MATERIALS: Buyer agrees to pay the following amounts, pursuant to the following payment schedule, for the equipment, software and components identified in Paragraph 1: Purchase Price: $ 0.00 Taxes: $ 0.00 * *Note — Taxes and local state/county fees are subject to change Total: $ 514.99 Down Payment: $_1.00 Balance due upon completion of installation: $ 514.99 2.1. Buyer agrees to pay the above - referenced amounts in accordance with the payment procedures set forth on the PAYMENT SCHEDULE attached hereto. 31 ADDITIONAL SERVICES: In connection with, and in addition to, the materials purchased under Paragraphs 1 -2, Buyer has elected to purchase the following additional services, systems and /or materials from USA Security for the SITE- (Buyer initials) ❑ Service Agreement: Equipment and /or Labor (See ADDENDUM A and SERVICES AGREEMENT RIDER) 0 Central Office Monitoring (See ADDENDUM B) ❑ Video Monitoring (See ADDENDUM B) ❑ Hosted Access (See ADDENDUM C) ❑ Hosted Video (See ADDENDUM C) ❑ Other (See SUPPLEMENT) 3.1 All additional services selected by Buyer in this section will be subject to the terms and conditions set forth in the following paragraphs, as well as the terms and conditions — including pricing — as set forth in the corresponding ADDENDUM(S) and /or SUPPLEMENT referenced above. 4. SYSTEM INSTALLATION: USA Security will commence installation of all equipment, software and components on or about JANUARY, 2018. If required bylaw, USA Security will procure all construction permits required by local law and will provide a workman's compensation certificate prior to starting work. The estimated date for substantial completion of USA Security's work is JANUARY 2018. USA Security shall not be liable for any damages or losses sustained by Buyer as a result of delay in installation of materials, system failure, or for interruption in any work due to electric failures, strikes, walk -outs, war, acts of God or other causes beyond USA Security's control. The estimated date for substantial completion of the work is not a definite completion date and time is not of the essence. 5. RELATIONS TO PARTIES' OTHER DOCUMENTS: This SITE AGREEMENT is subject to, and is intended to be construed consistent with, the terms and conditions set forth in the Parties' Standard Commercial Master Security Agreement which is incorporated herein, IN WITNESS WHEREOF, the Parties have caused this SITE AGREEMENT to be executed by their duly authorized representatives. USA SECURITY, INC. CITY OF COLUMBIA HEIGHTS Dated Dated 8/22/12017 wi (signatyre of authorized re rescntative) —(signature of authorized ep�resentati �e)� , SCI (A, oa-qol e4, Walter R. Fehst (printed name of authorized representative) (printed name of authorized representative) nV(ArA:hQV)1; AAC�:Vi(),l�jW City Manager (title bf authorized representative) (title of authorized representative) To be completed after installation at Buyer's SITE Installation of the above-referenced equipment, software and components, including all materials required for services selected through the ADDENDUM(S) and/or SUPPLEMENT identified in Paragraph 3, was SUBSTANTIALLY COMPLETED on -- 20—. USA SECURITY, INC.: BUYER: ADDENDUM CENTRAL OFFICE AND VIDEO MONITORING AGREEMENT a , This ADDENDUM B Central Office and Video Monitoring Agreement supplements the Standard Commercial Master Security Agreement (the "SCMSA ") between USA SECURITY INC. ( "USA Security ") and Buyer, and sets forth the terms and conditions governing USA Security's provision of central office monitoring services ( "COM ") and/or video monitoring services ( "VM ") as requested by Buyer as part of the Parties' SITE AGREEMENT for the location described herein: LOCATION OF PREMISES: The location of Buyer's premises to be covered by the COM and/or VM is Heights Liquor 5225 University Ave NE Columbia Heights MN 55421 2. BUYER TELEPHONE NUMBER: Buyer's telephone number for purposes of coordinating COM and /or VM matters is (612) 965 -6497 3. DESCRIPTION OF THE SERVICE AND INSTALLATION SCHEDULE: USA Security will provide the following COM and/or VM services for Buyer: ® Central Station Monitoring ❑ TotaI Connect ❑ Guard Response ❑ Health Monitoring is Radio or Cellular Backup ❑ Video Monitoring ❑ High Speed Internet Monitoring ❑ Thermostat, Lights, & Locks 3.1 Installation of all required COM and /or VM software and hardware will occur in accordance with the terms of Paragraph 4 of the Parties' corresponding SITE AGREEMENT. The Parties will execute an acknowledgement of substantial completion of all installation work as part of the SITE AGREEMENT. 4. COMMUNICATION SOFTWARE AND PASSCODE: USA Security shall instruct Buyer in the proper use of, install, program and service at the premises of the Buyer, all communication software required for the COM and/or VM services set forth in Paragraph 3. Buyer shall not permit the attachment thereto of any apparatus not furnished by USA Security. Buyer acknowledges that the passcode to all COM and VM software are, and shall remain, the exclusive property of USA Security. Provided Buyer performs this ADDENDUM B Central Office and Video Monitoring Agreement for the full term thereof, upon termination USA Security shall, at its option, provide to Buyer the passcode to the COM and VM software or change the passcode to the manufacturer's default code. 5. COM AND VM FEES: Pursuant to this ADDENDUM B Central Office and Video Monitoring Agreement, Buyer agrees to pay the sum of $ 38.99 per month, plus tax, payable quarterly, in advance, for the term of this ADDENDUM B Central Office and Video Monitoring Agreement, commencing the first day of the month next succeeding the date hereof. 5.1. Payments shall be made pursuant to the procedure identified on the PAYMENT SCHEDULE to fhe Parties' Agreement. 6. TERM OF AGREEMENT; RENEV4'AL AND COST OF INFLATION: The term of this ADDENDUM B Central Office and Video Monitoring Agreement shall be for a period of 5 years and shall automatically renew month to month thereafter under the same terms and conditions, unless either Party gives written notice to the other by certified mail, return receipt requested, of their intention not to renew the contract at least 30 days prior to the expiration of any term. On the first day of each year covered by this ADDENDUM B Central Office and Video Monitoring Agreement, USA Security shall be permitted, to increase its fees in Paragraph 5 to account for inflation, though the increase may not exceed five percent (5 %) in any given year, and Buyer agrees to pay such increase as invoiced. City of Columbia Heights — Heights Liquor Lo� ,ii i 7. CARE OF SOFTWARE AND EQUIPMENT: Buyer agrees not to tamper with, remove or otherwise interfere with the communication software and/or equipment which shall remain in the same location as installed and Buyer agrees to bear the cost of repairs or replacement made necessary as a result of any painting, alteration, remodeling or damage, including damage caused by unauthorized intrusion to the premises, lightning or electrical surge (except for ordinary wear and tear, in which event repair or replacement shall be made by USA Security without additional charge). 8. CENTRAL OFFICE MONITORING: The scope of USA Security's Central Office Monitoring services will be governed by, and subject, to the terms of Buyer's Central Office and Video Monitoring Enrollment Form attached hereto. 8.1. Consistent with those terms, upon receipt of a signal from the communication software USA Security or its designee communication center shall make every reasonable effort to notify Buyer and the appropriate municipal police or fire department. Buyer acknowledges that signals transmitted from Buyer's premises directly to municipal police or fire departments are not monitored by personnel of USA Security or USA Security's designee communication center, and USA Security does not assume any responsibility for the manner in which such signals are monitored or the response, if any, to such signals. Buyer acknowledges that signals which are transmitted over telephone lines, wire, air waves or other modes of communication pass through communication networks wholly beyond the control of USA Security and are not maintained by USA Security and, therefore, USA Security shall not be responsible for any failure which prevents transmission signals from reaching the central office monitoring center or damages arising therefrom. Buyer agrees to furnish USA Security with a written list of names and telephone numbers of those persons Buyer wishes to receive notification of alarm signals. All changes and revisions shall be supplied to USA Security in writing. Buyer authorizes USA Security to access the control panel to input or delete data and programming_ If the equipment contains listening devices permitting the central office to monitor sound then upon receipt of an alarm signal the central office shall monitor sound for so long as the central office (in its sole discretion) deems appropriate to confirm an alarm condition. USA Security will, upon Buyer's request, remotely activate or deactivate the system, change combinations, openings or closings, or re- program system functions as reasonable. USA Security may, without prior notice, suspend or terminate its services, in USA Security's sole discretion, in the event of Buyer's default in performance of this ADDENDUM B Central Office and Video Monitoring Agreement or in event the central office's facility or communication network is nonoperational or Buyer's alarm system is sending excessive false alarms. The central office is authorized to record and maintain audio and video transmissions, data and communications, and USA Security shall be the exclusive owner of such property. 9. REMOTE VIDEO MONITORING SERVICE: The scope of USA Security's Video Monitoring services will be governed by, and subject, to the terms of Buyer's Central Office and Video Monitoring Enrollment Form attached hereto. 9.1. USA Security will provide the Video Monitoring services at Buyer's premises, at the properties owned and/or managed by Buyer, or at other reasonable addresses legally identified by Buyer. 9,1 As set forth on the Central Office and Video Monitoring Enrollment Form, USA Security will conduct CCTV "tours" or "patrols" of the monitored Buyer's premises via its remote video monitoring station. A tour /patrol may or may not include all cameras connected to the system, which is determined by need or camera operability. Tours /patrols will be contracted for using the Central Office and Video Monitoring Enrollment Form (or, in the case of multiple Buyer sites, multiple Central Office and Video Monitoring Enrollment Forms). The schedule of tours /patrols is determined by Buyer and may be changed in writing by Buyer. Daily Contact/Everit Information & Reports shall be available to Buyer upon request to USA Security. USA Security's monitoring station shall, in accordance with the directions of Buyer set forth on the Central Office and Video Monitoring Enrollment Form(s), report to Buyer's representative, local police and /or emergency agencies as an eyewitness of events as appropriate. 10. TERMINATION OF AGREEMENT AND DELETION OF PROGRAMMING: Upon early termination of this ADDENDUM B Central Office and Video Monitoring Agreement by Buyer, USA Security shall be permitted to remotely delete programming, order the termination of any COM, VM or other service, and it shall not be required to provide further COM or VM service to Buyer's system. City of Columbia Heights — Heights Liquor ADDENDUM USA CENTRAL OFFICE AND VIDEO MONITORING 11. REMEDY FOR BUYER'S BREACH OF THIS CENTRAL OFFICE AND VIDEO MONITORING AGREEMENT: The Parties agree that due to the nature of the COM and VM services to be provided by USA Security, the payments to be made by Buyer for the term of this ADDENDUM B Central Office and Video Monitoring Agreement are an integral part of USA Security's anticipated profits and in the event of Buyer's breach of this ADDENDUM B Central Office and Video Monitoring Agreement it would be difficult —if not impossible— to reasonably estimate USA Security's actual damages. Therefore, in the event of Buyer's breach or default under this ADDENDUM B Central Office and Video Monitoring Agreement, Buyer shall remain liable for all payments called for herein for the remaining balance of the term set forth in Paragraph 6. In the event USA Security prevails in any legal proceedings between the Parties, Buyer shall also be liable for USA Security's attorneys' fees and costs of litigation. 12. RELATIONS TO PARTIES' OTHER DOCUMENTS: Except insofar as the Parties' COM or VIA arrangement memorialized herein requires a specific term or condition noted above, this ADDENDUM B Central Office and Video Monitoring Agreement is subject to, and is intended to be construed consistent with, the terms and conditions set forth in the Parties' Standard Commercial Master Security Agreement (including all SITE AGREEMENT(S), ADDENDUMS, SCHEDULES, RIDERS and SUPPLEMENTS thereto) which are incorporated herein. IN WITNESS WHEREOF, the Parties have caused this ADDENDUM B Central Office and Video Monitoring Agreement to be executed by their duly authorized representatives. Date: f By= • Date: X8/22/2017 By:_ Walter R. FeAA City Manager City of Columbia Heights— Heights Liquor U SECURITY INC. city of Colombia xeights- Mnri}m Han 6251 Bury Drive Eder Prairie, M N 55346 ju. (952) 829 -5919 SITE AGREEMENT This Site Agreement sets forth the equipment, software, components and services selected by City of Columbia Heights at its premises located at I Murzvn Hall 530 Mill Street NE Columbia Heights MN 55421 (the "SITE ") pursuant to the terms of the STANDARD COMMERCIAL MASTER SERVICES AGREEMENT executed by the Parties on Auctus t 2202017, 1. EQUIPMENT, SOFTWARE AND COMPONENTS: USA Security agrees to sell, instruct Buyer in the proper use of, and install at Buyer's SITE the equipment, software and /or components identified by make, model and /or other information on QUOTE #122913. 1.1. The materials identified on QUOTE #22913 are part of one or more of the following systems installed by USA Security at Buyer's SITE (check all that apply): to Intrusion Alarm System ❑ Access Control System ❑ Fire Alarm System ❑ Video System 1.2. USA Security will instruct Buyer on the proper use of the system(s). 2. PURCHASE PRICE FOR MATERIALS: Buyer agrees to pay the following amounts, pursuant to the following payment schedule, for the equipment, software and components identified in Paragraph 1: Purchase Price: $ OAO Taxes: $ 0,00 * *Note— Taxes and local state /county fees are subject to change Total: $ 514.99 Down Payment: $ 0.00 Balance due upon completion of installation: $_L14.99 2.1. Buyer agrees to pay the above- referenced amounts in accordance with the payment procedures set forth on the PAYMENT SCHEDULE attached hereto. 3. ADDITIONAL SERVICES: In connection with, and in addition to, the materials purchased under Paragraphs 1 -2, Buyer has elected to purchase the following additional services, systems and /or materials from USA Security for the SITE: (Buyer inn ials) ❑ Service Agreement: Equipment and /or Labor (See ADDENDUM A and SERVICES AGREEMENT RIDER) 2 Central Office Monitorin (See ADDENDUM B) ❑ Video Monitoring _ (See ADDENDUM B) ❑ Hosted Access (See ADDENDUM C) ❑ Hosted Video (See ADDENDUM C) ❑ Other (See SUPPLEMENT) 3.1 All additional services selected by Buyer in this section will be subject to the terms and conditions set forth in the following paragraphs, as well as the terms and conditions — including pricing — as set forth in the corresponding ADDENDUM(S) and /or SUPPLEMENT referenced above. 4. SYSTEM INSTALLATION: USA Security will commence installation of all equipment, software and components on or about JANUARY, 2018. If required by law, USA Security will procure all construction permits required by local law and will provide a workman's compensation certificate prior to starting work. The estimated date for substantial completion of USA Security's work is J NUARY_, 2018. USA Security shall not be liable for any damages or losses sustained by Buyer as a result of delay in installation of materials, system failure, or for interruption in any work due to electric failures, strikes, walk -outs, war, acts of God or other causes beyond USA Security's control. The estimated date for substantial completion of the work is not a definite completion date and time is not of the essence. 5. RELATIONS TO PARTIES' OTHER DOCUMENTS: This SITE AGREEMENT is subject to, and is intended to be construed consistent with, the terms and conditions set forth in the Parties' Standard Commercial Master Security Agreement which is incorporated herein. IN WITNESS WHEREOF, the Parties have caused this SITE AGREEMENT to be executed by their duly authorized representatives. USA SECURITY, INC. Dated /1 ,7 _ (pnnf ed name of authorized representative) } (title of'authorized representative) * To be completed after installation at Buyer's SITE CITY OF COLUMBIA. HEIGHTS Dated 8/22/2017 (signature of authorize re resenta t e) Walter R. Fehst (printed name of authorized representative) City Manager (title of authorized representative) Installation of the above- referenced equipment, software and components, including all materials required for services selected through the ADDENDUM(S) and/or SUPPLEMENT identified in Paragraph 3, was SUBSTANTIALLY COMPLETED on 20 USA SECURITY, INC.: BUYER: t ADDENDUM CENTRAL OFFICE AND VIDEO MONITORING This ADDENDUM B Central Office and Video Monitoring Agreement supplements the Standard Commercial Master Security Agreement (the "SCMSA ") between USA SECURITY INC. ( "USA Security") and Buyer, and sets forth the terms and conditions governing USA Security's provision of central office monitoring services ( "COM ") and/or video monitoring services ( "VM ") as requested by Buyer as part of the Parties' SITE AGREEMENT for the location described herein: LOCATION OF PREMISES: The location of Buyer's premises to be covered by the COM and/or VM is Murzvn Hall, 530 Mill Street NE Columbia Heights MN 55421 2. BUYER TELEPHONE NUMBER: Buyer's telephone number for purposes of coordinating COM and /or VM matters rs _ (612)965-6497 3. DESCRIPTION OF THE SERVICE AND INSTALLATION SCHEDULE: USA Security will provide the following COM and /or VM services for Buyer: ® Central Station Monitoring ❑ Total Connect ❑ Guard Response ❑ Health Monitoring 0 Radio or Cellular Backup ❑ Video Monitoring ❑ High Speed Internet Monitoring ❑ Thermostat, Lights, & Locks 3.1 Installation of all required COM and/or VM software and hardware will occur in accordance with the terms of Paragraph 4 of the Parties' currespondmg SITE AGREEMENT. The Parties will execute an acknowledgement of substantial completion of all installation work as part of the SITE AGREEMENT. 4, COMMUNICATION SOFTWARE AND PASSCODE: USA Security shall instruct Buyer in the proper use of, install, program and service at the premises of the Buyer, all communication software required for the COM and/or VM services set forth in Paragraph 3. Buyer shall not permit the attachment thereto of any apparatus not furnished by USA Security. Buyer acknowledges that the passcode to all COM and VM software are, and shall remain, the exclusive property of USA Security. Provided Buyer performs this ADDENDUM B Central Office and Video Monitoring Agreement for the fu1] term thereof, upon termination USA Security shall, at its option, provide to Buyer the passcode to the COM and VM software or change the passcode to the manufacturer's default code. 5. COM AND VM FEES: Pursuant to this ADDENDUM B Central Office and Video Monitoring Agreement, Buyer agrees to pay the sum of $ 38.99 per month, plus tax, payable quarterly, in advance, for the term of this ADDENDUM B Central Office and Video Monitoring Agreement, commencing the first day of the month next succeeding the date hereof, 5.1. Payments shall be made pursuant to the procedure identified on the PAYMENT SCHEDULE to the Parties' Agreement, 6. TERM OF AGREEMENT: RENEWAL AND COST OF INFLATION: The term of this ADDENDUM B Central Office and Video Monitoring Agreement shall be for a period of 5 years and shall automatically renew month to month thereafter tinder the same terms and conditions, anless eitherParty gives written notice to the otherby certified mail, return receipt requested, of their intention not to renew the contract at least 30 days prior to the expiration of any term. On the first day of each year covered by this ADDENDUM B Central Office and Video Monitoring Agreement, USA Security shall be permitted, to increase its fees in Paragraph 5 to account for inflation, though the increase may not exceed five percent (5 %) in any given year, and Buyer agrees to pay such increase as invoiced. City of Columbia Heights — Murzyn Hall USA { , `' CENTRAL OFFICE AND VIDEO MONITORING AGREEMENT 7. CARE OF SOFTWARE AND EQUIPMENT: Buyer agrees not to tamper with, remove or otherwise interfere with the communication software and/or equipment which shall remain in the same location as installed and Buyer agrees to bear the cost of repairs or replacement made necessary as a result of any painting, alteration, remodeling or damage, including damage caused by unauthorized intrusion to the premises, lightning or electrical surge (except for ordinary wear and tear, in which event repair or replacement shall be made by USA Security without additional charge). S. CENTRAL OFFICE MONITORING: The scope of USA Security's Central Office Monitoring services will be governed by, and subject, to the terms of Buyer's Central Office and Video Monitoring Enrollment Form attached hereto. 8.1. Consistent with those terms, upon receipt of a signal from the communication software USA Security or its designee communication center shall make every reasonable effort to notify Buyer and the appropriate municipal police or fire department. Buyer acknowledges that signals transmitted from Buyer's premises directly to municipal police or fire departments are not monitored by personnel of USA Security or USA Security's designee communication center, and USA Security does not assume any responsibility for the manner in which such signals are monitored or the response, if any, to such signals. Buyer acknowledges that signals which are transmitted over telephone lines, wire, air waves or other modes of communication pass through communication networks wholly beyond the control of USA Security and are not maintained by USA Security and, therefore, USA Security shall not be responsible for any failure which prevents transmission signals from reaching the central office monitoring center or damages arising therefrom. Buyer agrees to furnish USA Security with a written list of names and telephone numbers of those persons Buyer wishes to receive notification of alarm signals. All changes and revisions shall be supplied to USA Security in writing. Buyer authorizes USA Security to access the control panel to input or delete data and programming. If the equipment contains listening devices permitting the central office to monitor sound then upon receipt of an alarm signal the central office shall monitor sound for so long as the central office (in its sole discretion) deems appropriate to confirm an alarm condition. USA Security will, upon Buyer's request, remotely activate or deactivate the system, change combinations, openings or closings, or re- progiam system functions as reasonable. USA Security may, without prior notice, suspend or terminate its services, in USA Security's sole discretion, in the event of Buyer's default in performance of this ADDENDUM B Central Office and Video Monitoring Agreement or in event the central office's facility or communication network is nonoperational or Buyer's alarm system is sending excessive false alarms, The central office is authorized to record and maintain audio and video transmissions, data and communications, and USA Security shall be the exclusive owner of such property, 9. REMOTE VIDEO MONITORING SERVICE: The scope of USA Security's Video Monitoring services will be governed by, and subject, to the terms of Buyer's Central Office and Video Monitoring Enrollment Form attached hereto. 9.1. USA Security will provide the Video Monitoring services at Buyer's premises, at the properties owned and/or managed by Buyer, or at other reasonable addresses legally identified by Buyer. 9.2, As set forth on the Central Office and Video Monitoring Enrollment Form, USA Security will conduct CCTV "tours" or "patrols" of the monitored Buyer's premises via its remote video monitoring station. A tour /patrol may or may not include all cameras connected to the system, which is determined by need or camera operability. Tours /patrols will be contracted for using the Central Office and Video Monitoring Enrollment Form (or, in the case of multiple Buyer sites, multiple Central Office and Video Monitoring Enrollment Forms). The schedule of tours /patrols is determined by Buyer and may be changed in writing by Buyer, Daily Contact/Event Information & Reports shall be available to Buyer upon request to USA Security, USA Security's monitoring station shall, in accordance with the directions of Buyer set forth on the Central Office and Video Monitoring Enrollment Form(s), report to Buyer's representative, local police and /or emergency agencies as an eyewitness of events as appropriate. 10. TERMINATION OF AGREEMENT AND DELETION OF PROGRAMMING: Upon early termination of this ADDENDUM B Central Office and Video Monitoring Agreement by Buyer, USA Security shall be permitted to remotely delete programming, order the termination of any COM, VM or other service, and it shall not be required to provide further COM or VM service to Buyer's system, City of Columbia Heights — Murzyn Hall ADDENDUM CENTRAL OFFICE AND VIDEO MONITORING AGREEMENT 11. REMEDY FOR BUYER'S BREACH OF THIS CENTRAL OFFICE AND VIDEO MONITORING AGREEMENT: The Parties agree that due to the nature of the COM and VM services to be provided by USA Security, the payments to be made by Buyer for the term of this ADDENDUM B Central Office and Video Monitoring Agreement are an integral part of USA Security's anticipated profits and in the event of Buyer's breach of this ADDENDUM B Central Office and Video Monitoring Agreement it would be difficult— if not impossible— to reasonably estimate USA Security's actual damages. Therefore, in the event of Buyer's breach or default under this ADDENDUM B Central Office and Video Monitoring Agreement, Buyer shall remain liable for all payments called for herein for the remaining balance of the term set forth in Paragraph 6. In the event USA Security prevails in any legal proceedings between the Parties, Buyer shall also be liable for USA Security's attorneys' fees and costs of litigation. 12. RELATIONS TO PARTIES' OTHER DOCUMENTS: Except insofar as the Parties' COM or VM arrangement memorialized herein requires a specific term or condition noted above, this ADDENDUM B Central Office and Video Monitoring Agreement is subject to, and is intended to be construed consistent with, the terms and conditions set forth in the Patties' Standard Commercial Master Security Agreement (including all SITE AGREEMENT(S), ADDENDUMS, SCHEDULES, RIDERS and SUPPLEMENTS thereto) which are incorporated herein. IN WITNESS WHEREOF, the Parties have caused this ADDENDUM B Central Office and Video Monitoring Agreement to be executed by their duly authorized representatives. USA SECURITY, INC. Date: b1-3 /1-7 By: av� �v �i Date: 8/222/2017 By:� X. G' r Walter R. Fehst City Manager City of Columbia Heights — Murzyn Hall USA SECURITY INC. City of Columbia heights- Public ' 6259 Bury Drive Library Eden Prairie, M N 55 .� (952) 8295919 SITE AGREEMENT This Site Agreement sets forth the equipment, software, components and services selected by City of Columbia Heights at its Premises located at Public Library, 3939 Central Ave NE Columbia Heights MN 55421 (the "SITE ") pursuant to the terms of the STANDARD COMMERCIAL MASTER SERVICES AGREEMENT executed by the Parties on AUaust 22 , 2017. I. EQUIPMENT, SOFTWARE AND COMPONENTS: USA Security agrees to sell, instruct Buyer in the proper use of, and install at Buyer's SITE the equipment, software and /or components identified by make, model and /or other information on QUOTE #22912. Ill. The materials identified on QUOTE 422912 are part ofone or more of the following systems installed by USA Security at Buyer's SITE (check all that apply): 0 Intrusion Alarm System D Access Control System ❑ Fire Alarm System ❑ Video System 1.2. USA Security will instruct Buyer on the proper use of the system(s). 2. PURCHASE PRICE FOR MATERIALS: Buyer agrees to pay the following amounts, pursuant to the following payment schedule, for the equipment, software and components identified in Paragraph I: Purchase Price: $ 0.00 Taxes: $ 0.00 "Note— Taxes and local state /county fees are subject to change Total: $514.9 Down Payment: $ 0.00 Balance due upon completion of installation: $114.99 11. Buyer agrees to pay the above- referenced amounts in accordance with the payment procedures set forth on the PAYMENT SCHEDULE attached hereto. 3. ADDITIONAL SERVICES: In connection with, and in addition to, the materials purchased under Paragraphs 1 -2, Buyer has elected to purchase the following additional services, systems and /or materials from USA Security for the SITE: (Buyer inhials) ❑ Service Agreement: Equipment and /or Labor Z I (See ADDENDUM A and SERVICES AGREEMENT RIDER) Id Central Office Monitoring (See ADDENDUM B) ❑ Video Monitoring (See ADDENDUM B) ❑ Hosted Access (See ADDENDUM C) ❑ Hosted Video (See ADDENDUM C) ❑ Other (See SUPPLEMENT) 3.1 All additional services selected by Buyer in this section will be subject to the terms and conditions set forth in the following paragraphs, as well as the terms and conditions — including pricing — as set forth in the corresponding ADDENDUM(S) and /or SUPPLEMENT referenced above. 4. SYSTEM INSTALLATION: USA Security will commence installation of all equipment, software and components on or about JANUARY, 2018. If required by law, USA Security will procure all construction permits required by local law and will provide a workman's compensation certificate prior to starting work. The estimated date for substantial completion of USA Security's work is JANUARY_, 2018. USA Security shall not be liable for any damages or losses sustained by Buyer as a result of delay in installation of materials, system failure, or for interruption in any work due to electric failures, strikes, walk -outs, war, acts of God or other causes beyond USA Security's control. The estimated date for substantial completion of the work is not a definite completion date and time is not of the essence. 5. RELATIONS TO PARTIES' OTIIER DOCUMENTS: This SITE AGREEMENT is subject to, and is intended to be construed consistent with, the terms and conditions set forth in the Parties' Standard Commercial Master Security Agreement which is incorporated herein. IN WITNESS WHEREOF, the Parties have caused this SITE AGREEMENT to be executed by their duly authorized representatives. USA SECURITY, INC. Dated 2 --� J 1 - (signaty e of authorized re resentative) (printed name of authorized representative) (title ko---gkti� ve) * To be completed after installation at Buyer's SITE Dated 8/22!/2017 (signature of authorized replfesC ntative) Walter R. Fehst (printed name of authorized representative) City Manager (title of authorized representative) Installation of the above - referenced equipment, software and components, including all materials required for services selected through the ADDENDUM(S) and/or SUPPLEMENT identified in Paragraph 3, was SUBSTANTIALLY COMPLETED on , 20 USA SECURITY, INC.: BUYER: U ADDENDUM CENTRAL OFFICE AND trr • MONITORING This ADDENDUM B Central Office and Video Monitoring Agreement supplements the Standard Commercial Master Security Agreement (the "SCMSA") between USA SECURITY INC. ( "USA Security ") and Buyer, and sets forth the terms and conditions governing USA Security's provision of central office monitoring services ( "COM ") and, /or video monitoring services ( "VM ") as requested by Buyer as part of the Parties' SITE AGREEMENT for the location described herein: LOCATION OF PREMISES, The location of Buyer's premises to be covered by the COM and.'or VM is Columbia Heights Public Library, 3939 Central Ave NE Columbia Heights MN 55421 2. BUYER TELEPHONE NUMBER Buyer's telephone number for purposes of coordinating COM and /or VM matters is (612) 965 -6497 3. DESCRIPTION OF THE SERVICE AND INSTALLATION SCHEDULE: USA Security will provide the following COM and/or VM services for Buyer: 0 Central Station Monitoring ❑ Total Connect ❑ Guard Response ❑ Health Monitoring 0 Radio or Cellular Backup ❑ Video Monitoring ❑ High Speed Internet Monitoring ❑ Thermostat, Lights, & Locks 3.1 Installation of all required COM and/or VM software and hardware will occur in accordance with the terms of Paragraph 4 of the Parties' corresponding SITE AGREEMENT. The Parties will execute an acknowledgement of substantial completion of all installation work as part of the SITE AGREEMENT, 4. COMMUNICATION SOFTWARE AND PASSCODE: USA Security shall instruct Buyer in the proper use of, install, program and service at the premises of the Buyer, all communication software required for the COM and /or VM services set forth in Paragraph 3. Buyer shall not permit the attachment thereto of any apparatus not furnished by USA Security. Buyer acknowledges that the passcode to all COM and VM software are, and shall remain, the exclusive property of USA Security. Provided Buyer performs this ADDENDUM B Central Office and Video Monitoring Agreement for the full term thereof, upon termination USA Security shall, at its option, provide to Buyer the passcode to the COM and VM software or change the passcode to the manufacturer's default code. 5. COM AND VAI FEES: Pursuant to this ADDENDUM B Central Office and Video Monitoring Agreement, Buyer agrees to pay the sum of S__18.99 per month, plus tax, payable quarterly, in advance, for the term of this ADDENDUM B Central Office and Video Monitoring Agreement, commencing the first day of the month next succeeding the date hereof. 5.1, Payments shall be made pursuant to the procedure identified on the PAYMENT SCHEDULE to the Parties' Agreement. 6. TERM OF AGREEMENT; RENENVAL AND COST OF INFLATION: The term of this ADDENDUM B Central Office and Video Monitoring Agreement shall be for a period of 5 years and shall automatically renew month to month thereafter under the same farms and conditions; unless either Party gives written notice to the other by certified mail, return receipt requested, of their intention not to renew the contract at least 34 days prior to the expiration of any term. On the first day of each year covered by this ADDENDUM B Central Office and Video Monitoring Agreement, USA Security shall be permitted, to increase its fees in Paragraph 5 to account for inflation, though the increase may not exceed five percent (5 %) in any given year, and Buyer agrees to pay such increase as invoiced. City of Columbia Heights — Public Library Uf ADDENDUM B CENTRAL OFFICE AND ! • MONITORING AGREEMENT 7. CARE OF SOFTWARE AND EQUIPMENT: Buyer agrees not to tamper with, remove or otherwise interfere with the communication software and /or equipment which shall remain in the same location as installed and Buyer agrees to bear the cost of repairs or replacement made necessary as a result of any painting, alteration, remodeling or damage, including damage caused by unauthorized intrusion to the premises, lightning or electrical surge (except for ordinary wear and tear, in which event repair or replacement shall be made by USA Security without additional charge). 8. CENTRAL OFFICE MONITORING: The scope of USA Security's Central Office Monitoring services will be governed by, and subject, to the terms of Buyer's Central Office and Video Monitoring Enrollment Form attached hereto. 8.1. Consistent with those terms, upon receipt of a signal from the communication software USA Security or its designee communication center shall make every reasonable effort to notify Buyer and the appropriate municipal police or fire department. Buyer acknowledges that signals transmitted from Buyer's premises directly to municipal police or fire departments are not monitored by personnel of USA Security or USA Security's designee communication center, and USA Security does not assume any responsibility for the manner in which such signals are monitored or the response, if any, to such signals. Buyer acknowledges that signals which are transmitted over telephone lines, wire, air waves or other modes of communication pass through communication networks wholly beyond the control of USA Security and are not maintained by USA Security and, therefore, USA Security shall not be responsible for any failure which prevents transmission signals from reaching the central office monitoring center or damages arising therefrom. Buyer agrees to furnish USA Security with a written list of names and telephone numbers of those persons Buyer wishes to receive notification of alarm signals. All changes and revisions shall be supplied to USA Security in writing. Buyer authorizes USA Security to access the control panel to input or delete data and programming. If the equipment contains listening devices permitting the central office to monitor sound then upon receipt of an alarm signal the central office shall monitor sound for so long as the central office (in its sole discretion) deems appropriate to confirm an alarm condition. USA Security will, upon Buyer's request, remotely activate or deactivate the system, change combinations, openings or closings, or re- program system functions as reasonable. USA Security may, without prior notice, suspend or terminate its services, in USA Security's sole discretion, in the event of Buyer's default in performance of this ADDENDUM B Central Office and Video Monitoring Agreement or in event the central office's facility or communication network is nonoperational or Buyer's alarm system is sending excessive false alarms. The central office is authorized to record and maintain audio and video transmissions, data and communications, and USA Security shall be the exclusive owner of such property. 9. REMOTE VIDEO MONITORING SERVICE: The scope of USA Security's Video Monitoring services will be governed by, and subject, to the terms of Buyer's Central Office and Video Monitoring Enrollment Form attached hereto. 9.1. USA Security will provide the Video Monitoring services at Buyer's premises, at the properties owned and/or managed by Buyer, or at other reasonable addresses legally identified by Buyer. 9.2. As set forth on the Central Office and Video Monitoring Enrollment Form, USA Security will conduct CCTV "tours" or "patrols" of the monitored Buyer's premises via its remote video monitoring station. A tour /patrol may or may not include all cameras connected to the system, which is determined by need or camera operability, Tours /patrols will be contracted for using the Central Office and Video Monitoring Enrollment Form (or, in the case of multiple Buyer sites, multiple Central Office and Video Monitoring Enrollment Forms). The schedule of tours /patrols is determined by Buyer and may be changed in writing by Buyer. Daily Contact /Event Information & Reports shall be available to Buyer upon request to USA Security. USA Security's monitoring station shall, in accordance with the directions of Buyer set forth on the Central Office and Video Monitoring Enrollment Form(s), report to Buyer's representative, local police and /or emergency agencies as an eyewitness of events as appropriate. 14. TERMINATION OF AGREEMENT AND DELETION OF PROGRAMMING: Upon early termination of this ADDENDUM B Central Office and Video Monitoring Agreement by Buyer, USA Security shall be permitted to remotely delete programming, order the termination of any COM, VM or other service, and it shall not be required to provide further COM or VM service to Buyer's system. City of Columbia Heights — Public Library ADDENDUM CENTRAL ! VIDEO MONITORING AGREEMENT IL REMEDY FOR BUYER'S BREACH OF THIS CENTRAL OFFICE AND VIDEO MONITORING AGREEMENT: The Parties agree that due to the nature of the COM and VM services to be provided by USA Security, the payments to be made by Buyer for the term of this ADDENDUM B Central Office and Video Monitoring Agreement are an integral part of USA Security's anticipated profits and in the event of Buyer's breach of this ADDENDUM B Central Office and Video Monitoring Agreement it would be difficult —if not impossible— to reasonably estimate USA Security's actual damages. Therefore, in the event of Buyer's breach or default under this ADDENDUM B Central Office and Video Monitoring Agreement, Buyer shall remain liable for all payments called for herein for the remaining balance of the term set forth in Paragraph b. In the event USA Security prevails in any legal proceedings between the Parties, Buyer shall also be liable for USA Security's attorneys' fees and costs of litigation. 12, RELATIONS TO PARTIES' OTHER DOCUMENTS: Except insofar as the Parties' COM or VM arrangement memorialized herein requires a specific term or condition noted above, this ADDENDUM B Central Office and Video Monitoring Agreement is subject to, and is intended to be construed consistent with, the terms and conditions set forth in the Parties' Standard Commercial Master Security Agreement (including all SITE AGREEMENT(S), ADDENDUMS, SCHEDULES, RIDERS and SUPPLEMENTS thereto) which are incorporated herein. IN WITNESS WHEREOF, the Parties have caused this ADDENDUM B Central Office and Video Monitoring Agreement to be executed by their duly authorized representatives. Date:_ By:� Date: 8/22/2017 By �1 ? Walter R. Fehst City Manager City of Columbia Heights — Public Library This Site Agreement sets forth the equipment, software, components and services selected by City of Columbia Heights at its premises located at Public Works 537 30 Ave NE Columbia Heights MN 55421 (the "SITE ") pursuant to the terms of the STANDARD COMMERCIAL MASTER SERVICES AGREEMENT executed by the Parties on August 22 , 2017. 1. EQUIPMENT, SOFTWARE AND COMPONENTS: USA Security agrees to sell, instruct Buyer in the proper use of, and install at Buyer's SITE the equipment, software and /or components identified by make, model and/or other information on QUOTE #22915. 1.1. The materials identified on QUOTE #22915 are part of one or more of the following systems installed by USA Security at Buyer's SITE (check all that apply): ® Intrusion Alarm System ❑ Fire Alarm System ❑ Access Control System ❑ Video System 1.2. USA Security will instruct Buyer on the proper use of the system(s). 2. PURCHASE PRICE FOR MATERIALS: Buyer agrees to pay the following amounts, pursuant to the following payment schedule, for the equipment, software and components identified in Paragraph 1: Purchase Price: $ 0.00 Taxes: $ 0.00 "Note — Taxes and local state /county fees are subject to change Total: $ 514.99 Down Payment: $ 0.00 Balance due upon completion of installation: $ 514.99 2.1. Buyer agrees to pay the above - referenced amounts in accordance with the payment procedures set forth on the PAYMENT SCHEDULE attached hereto. 3. ADDITIONAL SERVICES: In connection with, and in addition to, the materials purchased under Paragraphs 1 -2, Buyer has elected to purchase the following additional sen ices, systems and /or materials from USA Security for the SITE: (Buyer initials) ❑ Service Agreement: Equipment and /or Labor " , (See ADDENDUM A and SERVICES AGREEMENT RIDER) 2 Central Office Monitoring (See ADDENDUM B) ❑ Video Monitoring (See ADDENDUM B) ❑ Hosted Access (See ADDENDUM C) ❑ Hosted Video (See ADDENDUM C) ❑ Other (See SUPPLEMENT) 3.1 All additional services selected by Buyer in this section will be subject to the terms and conditions set forth in the following paragraphs, as well as the terms and conditions — including pricing — as set forth in the corresponding ADDENDUM(S) and /or SUPPLEMENT referenced above. 4. SYSTEM INSTALLATION: USA Security will commence installation of all equipment, software and components on or about JANUARY, 2018. If required by law, USA Security wilt procure all construction permits required by local lacy and will provide a workman's compensation certificate prior to starting work. The estimated date for substantial completion of USA Security's work is JANUARY_, 2018. USA Security shall not be liable for any damages or losses sustained by Buyer as a result of delay in installation of materials, system failure, or for interruption in any work due to electric failures, strikes, walk -outs, war, acts of God or other causes beyond USA Security's control. The estimated date for substantial completion of the work is not a definite completion date and time is not of the essence. 5. RELATIONS To PARTIES' OTHER DOCUMENTS: This SITE AGREEMENT is subject to, and is intended to be construed consistent with, the terms and conditions set forth in the Parties' Standard Commercial Master Security Agreement which is incorporated herein. IN WITNESS WHEREOF, the Parties have caused this SITE AGREEMENT to be executed by their duly authorized representatives. USA SECURITY, INC. Dated -7 / A (signV're of authorized rbpresentative) j i )6S 16a �& V Vl4 r k tprnntea name or autnornzea representative) _ I ::L Aq (title bf authorized representative * To be completed after installation at Buyer's SITE CITY OF COLUMBIA HEIGHTS Dated 8/22/2017 (signature of authorized r p esenta rve) Walter R. Fehst (printed name of authorized representative) City Manager (title of authorized representative) Installation of the above - referenced equipment, software and components, including all materials required for services selected through the ADDENDUM(S) and/or SUPPLEMENT identified in Paragraph 3, was SUBSTANTIALLY COMPLETED on , 20 USA SECURITY, INC.. _ BUYER: i ADDENDUM CENTRAL OFFICE AND VIDEO MONITORING AGREEMENT This ADDENDUM B Central Office and Video Monitoring Agreement supplements the Standard Commercial Master Security Agreement (the "SCMSA ") between USA SECURITY INC. ( "USA Security ") and Buyer, and sets forth the terms and conditions governing USA Security's provision of central office monitoring services ( "COM ") and /or video monitoring services ( "VM ") as requested by Buyer as part of the Parties' SITE AGREEMENT for the location described herein: LOCATION OF PREMISES: The location of Buyer's premises to be covered by the COM and!or VM is Columbia Heights Public Works, 637 38i1, Ave NE Columbia Heights MN 55421 2. BUYER TELEPHONE NUMBER: Buyer's telephone number for purposes of coordinating COM and /or VM matters is_ (612) 965 -6497 , 3. DESCRIPTION OF THE SERVICE AND INSTALLATION SCHEDULE: USA Security will provide the following COM and /or VM services for Buyer. 0 Central Station Monitoring ❑ Total Connect ❑ Guard Response ❑ Health Monitoring 0 Radio or Cellular Backup ❑ Video Monitoring ❑ High Speed Internet Monitoring ❑ Thermostat, Lights, & Locks 3.1 Installation of all required COM and /or VM software and hardware will occur in accordance with the terms of Paragraph 4 of the i'artics" corresponding SITE AGREEMENT, The Parties will execute an acknowledgement of substantial completion of all installation work as part of the SITE AGREEMENT. 4. COMMUNICATION SOFTWARE AND PASSCODE: USA Security shall instruct Buyer in the proper use of, install, program and service at the premises of the Buyer, all communication software required for the COM and /or VM services set forth in Paragraph 3. Buyer shall not permit the attachment thereto of any apparatus not furnished by USA Security. Buyer acknowledges that the passcode to all COM and VM software are, and shall remain, the exclusive property of USA Security. Provided Buyer performs this ADDENDUM B Central Office and Video Monitoring Agreement for the full term thereof, upon termination USA Security shall, at its option, provide to Buyer the passcode to the COM and VM software or change the passcode to the manufacturer's default code. 5. COM AND VM FEES; Pursuant to this ADDENDUM B Central Office and Video Monitoring Agreement, Buyer agrees to pay the sum of $ 38.99 per month, plus tax, payable quarterly, in advance, for the term of this ADDENDUM B Central Office and Video Monitoring Agreement, commencing the first day of the month next succeeding the date hereof. 5,1. Payments shall be made pursuant to the procedure identified on the PAYMENT SCHEDULE to the Parties' Agreement, 6. TERM OF AGREEMENT, RE, NEWAL AND COST OF INFLATION: The term of this ADDENDUM B Central Office and Video Monitoring Agreement shall be for a period of 5 years and shall automatically renew month to month thereafter under the same terms and conditions, unless either Party gives written notice to the other by eeriified mail, return receipt requested, of their intention not to renew the contract at least 30 days prior to the expiration of any term. On the first day of each year covered by this ADDENDUM B Central Office and Video Monitoring Agreement, USA Security shall be permitted, to increase its fees in Paragraph 5 to account for inflation, though the increase may not exceed five percent (5 %) in any given year, and Buyer agrees to pay such increase as invoiced. City of Columbia Heights — Public Works NSA-, ADDENDUM T-- CENTRAL 0 IFFICE AND VIDEO MONITORING AGREEME 7. CARE OF SOFTWARE AND EQUIPMENT: Buyer agrees not to tamper with, remove or otherwise interfere with the communication software and/or equipment which shall remain in the same location as installed and Buyer agrees to bear the cost of repairs or replacement made necessary as a result of any painting, alteration, remodeling or damage, including damage caused by unauthorized intrusion to the premises, lightning or electrical surge (except for ordinary wear and tear, in which event repair or replacement shall be made by USA Security without additional charge). S. CENTRAL OFFICE MONITORING: The scope of USA Security's Central Office Monitoring services will be governed by, and subject, to the terms of Buyer's Central Office and Video Monitoring Enrollment Form attached hereto. 8,1. Consistent with those terms, upon receipt of a signal from the communication software USA Security or its designee communication center shall make every reasonable effort to notify Buyer and the appropriate municipal police or fire department. Buyer acknowledges that signals transmitted from Buyer's premises directly to municipal police or fire departments are not monitored by personnel of USA Security or USA Security's designee communication center, and USA Security does not assume any responsibility for the manner in which such signals are monitored or the response, if any, to such signals. Buyer acknowledges that signals which are transmitted over telephone lines, wire, air waves or other modes of communication pass through communication networks wholly beyond the control of USA Security and are not maintained by USA Security and, therefore, USA Security shall not be responsible for any failure which prevents transmission signals from reaching the central office monitoring center or damages arising therefrom. Buyer agrees to furnish USA Security with a written list of names and telephone numbers of those persons Buyer wishes to receive notification of alarm signals. All changes and revisions shall be supplied to USA Security in writing. Buyer authorizes USA Security to access the control panel to input or delete data and programming. If the equipment contains listening devices permitting the central office to monitor sound then upon receipt of an alarm signal the central office shall monitor sound for so long as the central office (in its sole discretion) deems appropriate to confirm an alarm condition. USA Security will, upon Buyer's request, remotely activate or deactivate the system, change combinations, openings or closings, or re- program., system functions as reasonable. USA Security may, without prior notice, suspend or terminate its services, in USA Security's sole discretion, in the event of Buyer's default in performance of this ADDENDUM B Central Office and Video Monitoring Agreement or in event the central office's facility or communication network is nonoperational or Buyer's alarm system is sending excessive false alarms. The central office is authorized to record and maintain audio and video transmissions, data and communications, and USA Security shall be the exclusive owner of such property. 9. REMOTE VIDEO MONITORING SERVICE: The scope of USA Security's Video Monitoring services will be governed by, and subject, to the terms of Buyer's Central Office and Video Monitoring Enrollment Form attached hereto. 9.1. USA Security will provide the Video Monitoring services at Buyer's premises, at the properties owned and/or managed by Buyer, or at other reasonable addresses legally identified by Buyer. 9,1 As set forth on the Central Office and Video Monitoring Enrollment Form, USA Security will conduct CCTV "tours" or "Patrols" of the monitored Buyer's premises via its remote video monitoring station. A tour /patrol may or may not include all cameras connected to the system, which is determined by need or camera operability. Tours /patrols will be contracted for using the Central Office and Video Monitoring Enrollment Form (or, in the case of multiple Buyer sites, multiple Central Office and Video Monitoring Enrollment Forms). The schedule of tours /patrols is determined by Buyer and may be changed in writing by Buyer. Daily ContactfEvent Information & Reports shall be available to Buyer upon request to USA Security. USA Security's monitoring station shall, in accordance with the directions of Buyer set forth on the Central Office and Video Monitoring Enrollment Form(s), report to Buyer's representative, local police and/or emergency agencies as an eyewitness of events as appropriate. 10. TERMINATION OF AGREEMENT AND DELETION OF PROGRAMMING: Upon early termination of this ADDENDUM B Central Office and Video Monitoring Agreement by Buyer, USA Security shall be permitted to remotely delete programming, order the termination of any COM, VM or other service, and it shall not be required to provide further COM or VM service to Buyer's system, City of Columbia Heights — Public Works ADDENDUM R d =zY CENTRAL OFFICE AND VIDEO MONITORING AGREEMENT IL REMEDY FOR BUYER'S BREACH OF THIS CENTRAL OFFICE AND VIDEO MONITORING AGREEMENT; The Parties agree that due to the nature of the COM and VM services to be provided by USA Security, the payments to be made by Buyer for the term of this ADDENDUM B Central Office and Video Monitoring Agreement are an integral part of USA Security's anticipated profits and in the event of Buyer's breach of this ADDENDUM B Central Office and Video Monitoring Agreement it would be difficult— if not impossible —to reasonably estimate USA Security's actual damages. Therefore, in the event of Buyer's breach or default under this ADDENDUM B Central Office and Video Monitoring Agreement, Buyer shall remain liable for all payments called for herein for the remaining balance of the term set forth in Paragraph b. In the event USA Security prevails in any legal proceedings between the Parties, Buyer shall also be liable for USA Security's attorneys' fees and costs of litigation. 12. RELATIONS TO PARTIES' OTHER DOCUMENTS: Except insofar as the Parties' COM or VM arrangement memorialized herein requires a specific term or condition noted above, this ADDENDUM B Central Office and Video Monitoring Agreement is subject to, and is intended to be construed consistent with, the terns and conditions set forth in the Parties' Standard Commercial Master Security Agreement (including all SITE AGREEMENT(S), ADDENDUMS, SCHEDULES, RIDERS and SUPPLEMENTS thereto) which are incorporated herein. IN WITNESS WHEREOF, the Parties have caused this ADDENDUM B Central Office and Video Monitoring Agreement to be executed by their duly authorized representatives. Date: 73 /I ILA Date: 8/22/2017 By: f l A Walter R. Fehst City Manager City of Columbia Heights — Public Works a USA SECURITY INC. City of Columbia Heights -Top Vah 6251 Bury Drive Lignor #1 �av�xT� Eden Prairie, M N 55346 (952) 829 -5919 SITE AGREEMENT This Site Agreemcnt sets forth the equipment, software, components and services selected by City of Columbia Heights at its premises located at _ Too Valu Liouor #1 4950 Central Ave NE Columbia Heights MN 55421 (the "SITE ") pursuant to the terms of the STANDARD COMMERCIAL MASTER SERVICES AGREEMENT executed by the Parties on August 22 2017. 1. EQUIPMENT, SOFTWARE AND COMPONENTS: USA Security agrees to sell, instruct Buyer in the proper use of, and install at Buyer's SITE the equipment, software and/or components identified by make, model and/or other information on QUOTE #22911. 1.1. The materials identified on QUOTE #22911 are part of one or more of the following systems installed by USA Security at Buyer's SITE (check all that apply): ® Intrusion Alarm System ❑ Access Control System ❑ Fire Alarm System ❑ Video System 1.2. USA Security will instruct Buyer on the proper use of the system(s). 2. PURCHASE PRICE FOR MATERIALS: Buyer agrees to pay the following amounts, pursuant to the following payment schedule, for the equipment, software and components identified in Paragraph 1: Purchase Price: $ 0.00 Taxes: $_—Q-00 "Note – Taxes and local state/county fees are subject to change Total: $-L4.99 Down Payment: $__9_00 Balance due upon completion of installation: $_f 14.99 2.1. Buyer agrees to pay the above - referenced amounts in accordance with the payment procedures set forth on the PAYMENT SCHEDULE attached hereto. 3. ADDITIONAL SERVICES: In connection with, and in addition to, the materials purchased under Paragraphs 1 -2, Buyer has elected to purchase the following additional services, systems and%or materials from USA Security for the SITE: (Buyer initials) ❑ Service Agreement; Equipment and/or Labor (See ADDENDUM A and SERVICES AGREEMENT RIDER) 0 Central Office Monitoring °`' (See ADDENDUM B) ❑ Video Monitoring (See ADDENDUM B) ❑ Hosted Access (See ADDENDUM C) ❑ Hosted Video (See ADDENDUM C) Cl Other (See SUPPLEMENT) 3.1 All additional services selected by Buyer in this section will be subject to the terms and conditions set forth in the following paragraphs, as well as the terms and conditions – including pricing – as set forth in the corresponding ADDENDUM(S) and /or SUPPLEMENT referenced above. 4. SYSTEM INSTALLATION: USA Security will commence installation of all equipment, software and components on or about ASAP 2017. If required by law, USA Security will procure all construction permits required by local law and will provide a workman's compensation certificate prior to starting work. The estimated date for substantial completion of USA Security's work is ASAP_, 2017. USA Security shall not be liable for any damages or losses sustained by Buyer as a result of delay in installation of materials, system failure, or for interruption in any work due to electric failures, strikes, walk -outs, war, acts of God or other causes beyond USA Security's control, The estimated date for substantial completion of the work is not a definite completion date and time is not of the essence. S. RELATIONS TO PARTIES' OTHER DOCUMENTS- This SITE AGREEMENT is subject to, and is intended to be construed consistent with, the terms and conditions set forth in the Parties' Standard Commercial Master Security Agreement which is incorporated herein, IN WITNESS WHEREOF, the Parties have caused this SITE AGREEMENT to be executed by their duly authorized representatives. USA SECURITY, INC. CITY OF COLUMBIA HEIGHTS -7 Dated ated 8/22/2017 s ig ig ure of authorized re (signature of authori ed presentati Wal.ter R. Fehst (printed name of authorize re (printed name of authorized representative} O h- ohsM/k V1 (k6&V' City Manager (title 6f authorized representative) (title of authorized representative) * To be completed after installation at Buyer's SITE Installation of the above-referenced equipment, software and components, including all materials required for services selected through the ADDENDUM(S) and/or SUPPLEMENT identified in Paragraph 3, was SUBST41VTIALLY COMPLETED on USA SECURITY, INC.: BUYER: ADDENDUM t: CENTRAL OFFICE AND AGREEMENT This ADDENDUM B Central Office and Video Monitoring Agreement supplements the Standard Commercial Master Security Agreement (the "SCMSA ") between USA SECURITY INC. ("USA Security ") and Buyer, and sets forth the terms and conditions governing USA Security's provision of central office monitoring services ( "COM ") and/or video monitoring services ( "VM ") as requested by Buyer as part of the Parties' SITE AGREEMENT for the location described herein: 1. LOCATION OF PREMISES: The location of Buyer's premises to be covered by the COM and /or VM is Ton Valu Liquor #1.4950 Central Ave NE Columbia Heights MN 55421 2. BUYER TELEPHONE NUMBER: Buyer's telephone number forpurposes of coordinating COM and /or VM matters is (612) 965 -6497 . 3. DESCRIPTION OF THE SERVICE AND INSTALLATION SCHEDULE: USA Security will provide the following COM and/or VM services for Buyer: Q Central Station Monitoring ❑ Total Connect ❑ Guard Response ❑ Health Monitoring ® Radio or Cellular Backup ❑ Video Monitoring ❑ High Speed Internet Monitoring ❑ Thermostat, Lights, & Locks 3.1 Installation of all required COM and /or VM software and hardware will occur in accordance with the terms of Paragraph 4 of the Parties' corresponding SITE AGREEMENT. The Parties will execute an acknowledgement of substantial completion of all installation work as part of the SITE AGREEMENT. 4. COMMUNICATION SOFTWARE AND PASSCODE. USA Security shall instruct Buyer in the proper use of, install, program and service at the premises of the Buyer, all communication software required for the COM and/or VM services set forth in Paragraph 3. Buyer shall not permit the attachment thereto of any apparatus not famished by USA Security. Buyer acknowledges that the passcode to all COM and VM software are, and shall remain, the exclusive property of USA Security. Provided Buyer performs this ADDENDUM B Central Office and Video Monitoring Agreement for the full term thereof, upon termination USA Security shall, at its option, provide to Buyer the passcode to the COM and VM software or change the passcode to the manufacturer's default code. 51 COM AND VR4 FEES: Pursuant to this ADDENDUM B Central Office and Video Monitoring Agreement, Buyer agrees to pay the sum of $ 38.99 per month, plus tax, payable quarterly, in advance, for the term of this ADDENDUM B Central Office and Video Monitoring Agreement, commencing the first day of the month next succeeding the date hereof, 5.1. Payments shall be made pursuant to the procedure identified on the PAYMENT SCHEDULE to the Parties' Agreement. 6, TERM OF AGREEMENT; RENEWAL AND COST OF INFLATION: The term of this ADDENDUM B Central Office and Video Monitoring Agreement shall be for a period of 5 years and shall automatically renew month to month thereafter under the same terms and conditions, unless either Party gives written notice to the other by certified mail, return receipt requested, of their intention not to renew the contract at least 30 days prior to the expiration of any term. On the first day of each year covered by this ADDENDUM B Central Office and Video Monitoring Agreement, USA Security shalt be permitted, to increase its fees in Paragraph 5 to account for inflation, though the increase may riot exceed five percent (5 %) in any given year, and Buyer agrees to pay such increase as invoiced. City of Columbia Heights —Top Valu Liquor #1 ADDENDUM CENTRAL OFFICE r VIDEO MONITORING 7. CARE OF SOFTWARE AND EQUIPMENT: Buyer agrees not to tamper with, remove or otherwise interfere with the communication software and/or equipment which shall remain in the same location as installed and Buyer agrees to bear the cast of repairs or replacement made necessary as a result of any painting, alteration, remodeling or damage, including damage caused by unauthorized intrusion to the premises, lightning or electrical surge (except for ordinary wear and tear, in which event repair or replacement shall be made by USA Security without additional charge), 81 CENTRAL OFFICE MONITORING: The scope of USA Security's Central Office Monitoring services will be governed by, and subject, to the terms of Buyer's Central Office and Video Monitoring Enrollment Form attached hereto. 8.1. Consistent with those terms, upon receipt of a signal from the communication software USA Security or its designee communication center shall make every reasonable effort to notify Buyer and the appropriate municipal police or fire department. Buyer acknowledges that signals transmitted from Buyer's premises directly to municipal police or fire departments are not monitored by personnel of USA Security or USA Security's designee communication center, and USA Security does not assume any responsibility for the manner in which such signals are monitored or the response, if any, to such signals. Buyer acknowledges that signals which are transmitted over telephone lines, wire, air waves or other modes of communication pass through communication networks wholly beyond the control of USA Security and are not maintained by USA Security and, therefore, USA Security shall not be responsible for any failure which prevents transmission signals from reaching the central office monitoring center or damages arising therefrom. Buyer agrees to furnish USA Security with a written list of names and telephone numbers of those persons Buyer wishes to receive notification of alarm signals, All changes and revisions shall be supplied to USA Security in writing. Buyer authorizes USA Security to access the control panel to input or delete data and programming. If the equipment contains listening devices permitting the central office to monitor sound then upon receipt of an alarm signal the central office shall monitor sound for so long as the central office (in its sole discretion) deems appropriate to confirm an alarm condition. USA Security will, upon Buyer's request, remotely activate or deactivate the system, change combinations, openings or closings, or re- program system functions as reasonable. USA Security may; without prior notice, suspend or terminate its services, in USA Security's sole discretion, in the event of Buyer's default in performance of this ADDENDUM B Central Office and Video Monitoring Agreement or in event the central office's facility or communication network is nonoperational or Buyer's alarm system is sending excessive false alarms. The central office is authorized to record and maintain audio and video transmissions, data and communications, and USA Security shall be the exclusive owner of such property. 9. REMOTE VIDEO MONITORING SERVICE: The scope of USA Security's Video Monitoring services will be governed by, and subject, to the terms of Buyer's Central Office and Video Monitoring Enrollment Form attached hereto. 9.1. USA Security will provide the Video Monitoring services at Buyer's premises, at the properties owned and/or managed by Buyer, or at other reasonable addresses legally identified by Buyer. 92 As set forth on the Central Office and Video Monitoring Enrollment Form, USA Security will conduct CCTV "tours" or "patrols" of the monitored Buyer's premises via its remote video monitoring station. A tour /patrol may or may not include all cameras connected to the system, which is determined by need or camera operability. Tours /patrols will be contracted for using the Central Office and Video Monitoring Enrollment Form (or, in the case of multiple Buyer sites, multiple Central Office and Video Monitoring Enrollment Forms), The schedule of tours/patrols is determined by Buyer and may be changed in writing by Buyer. Daily Contact/Event Information & Reports shall be available to Buyer upon request to USA Security. USA Security's monitoring station shall, in accordance with the directions of Buyer set forth on the Central Office and Video Monitoring Enrollment Forin(s), report to Buyer's representative, local police and/or emergency agencies as an eyewitness of events as appropriate. 10. TERMINATION OF AGREEMENT AND DELETION OF PROGRAMMING: Upon early termination of this ADDENDUM B Central Office and Video Monitoring Agreement by Buyer, USA Security shall be permitted to remotely delete programming, order the termination of any COM, VM or other service, and it shall not be required to provide further COM or VM service to Buyer's system. City of Columbia Heights —Top Valu Liquor #1 a �x ADDENDUM - CENTRAL OFFICE AND VIDEO MONITORING 11. REMEDY FOR BUYER'S BREACH OF THIS CENTRAL OFFICE AND VIDEO MONITORING AGREEMENT: The Parties agree that due to the nature of the COM and VM services to be provided by USA Security, the payments to be made by Buyer for the term of this ADDENDUM B Central Office and Video Monitoring Agreement are an integral part of USA Security's anticipated profits and in the event of Buyer's breach of this ADDENDUM B Central Office and Video Monitoring Agreement it would be difficult— if not impossible— to reasonably estimate USA Security's actual damages. Therefore, in the event of Buyer's breach or default under this ADDENDUM B Central Office and Video Monitoring Agreement, Buyer shall remain liable for all payments called for herein for the remaining balance of the term set forth in Paragraph 6. In the event USA Security prevails in any legal proceedings between the Parties, Buyer shall also be liable for USA Security's attorneys' fees and costs of litigation. 12. RELATIONS TO PARTIES' OTHER DOCUMENTS: Except insofar as the Parties' COM or VM arrangement memorialized herein requires a specific term or condition noted above, this ADDENDUM B Central Office and Video Monitoring Agreement is subject to, and is intended to be construed consistent with, the terms and conditions set forth in the Parties' Standard Commercial Master Security Agreement (including all SITE AGREEMENT(S), ADDENDUMS, SCHEDULES, RIDERS and SUPPLEMENTS thereto) which are incorporated herein. IN WITNESS WHEREOF, the Parties have caused this ADDENDUM B Central Office and Video Monitoring Agreement to be executed by their duly authorized representatives. Date:__ 6/2 1 i By: �M"J Lshdati tl Date: 8/22/2017 By: L^' Walter R. Fehst City Manager City of Columbia Heights—Top Valu Liquor #1 U CURITY INC. City ofColumbisHeights- TopVati ' � 6251 Bury Drive Liquor #2 Eden Prairie, M N 55346 (952) 829 -5919 SITE AGREEMENT This Site Agreement sets forth the equipment, software, components and services selected by City of Columbia Heights at its premises located at Ton Valu Liquor #2.2105 37" Ave NE Columbia Heiplhts MN 55421 (the "SITE ") pursuant to the terms of the STANDARD COMMERCIAL MASTER SERVICES AGREEMENT executed by the Parties on Ajj t 22 , 2017. 1. EQUIPMENT, SOFTWARE AND COMPONENTS: USA Security agrees to sell, instruct Buyer in the proper use of, and install at Buyer's SITE the equipment, software and /or components identified by make, model and/or other information on QUOTE #22914. 1.1. The materials identified on QUOTE #22914 are part of one or more of the following systems installed by USA Security at Buyer's SITE (check all that apply): ® Intrusion Alarm System ❑ Access Control System ❑ Fire Alarm System ❑ Video System 12, USA Security will instruct Buyer on the proper use of the system(s), 2. PURCHASE PRICE FOR MATERIALS: Buyer agrees to pay the following amounts, pursuant to the following payment schedule, for the equipment, software and components identified in Paragraph 1: Purchase Price: Taxes: $ 0.00 *Note — Taxes and local state /county fees are subject to change Total: $_L14.99 Down Payment: $__Q__00 Balance due upon completion of installation: $_L4.99 2.1. Buyer agrees to pay the above - referenced amounts in accordance with the payment procedures set forth on the PAYMENT SCHEDULE attached hereto. 3. ADDITIONAL SERVICES: In connection with, and in addition to, the materials purchased under Paragraphs 1 -2, Buyer has elected to purchase the following additional services, systems and/or materials from USA Security for the SITE: (Bayer initials) ❑ Service Agreement: Equipment and/or Labor See ADDENDUM A and SERVICES AGREEMENT RIDER) 0 Central Office Monitoring 170?�11 ✓ ( See ADDENDUM B) ❑ Video Monitoring (See ADDENDUM B) ❑ Hosted Access (See ADDENDUM C) ❑ Hosted Video (See ADDENDUM C) ❑ Other (See SUPPLEMENT) 3,1 All additional services selected by Buyer in this section will be subject to the teens and conditions set forth in the following paragraphs, as well as the terms and conditions — including pricing — as set forth in the corresponding ADDENDUM(S) and /or SUPPLEMENT referenced above. 4. SYSTEM INSTALLATION: USA Security will commence installation of all equipment, software and components on or about JANUARY, 2018. If required by law, USA Security will procure all construction permits required by local law and will provide a workman's compensation certificate prior to starting work, The estimated date for substantial completion of USA Security's work is JANUARY , 2018. USA Security shall not be liable for any damages or losses sustained by Buyer as a result of delay in installation of materials, system failure, or for interruption in any work due to electric failures, strikes, walk -outs, war, acts of God or other causes beyond USA Security's control. The estimated date for substantial completion of the work is not a definite completion date and time is not of the essence. 5. RELATIONS TO PARTIES' OTHER DOCUMENTS: This SITE AGREEMENT is subject to, and is intended to be construed consistent with, the terms and conditions set forth in the Parties' Standard Commercial Master Security Agreement which is incorporated herein, IN WITNESS WHEREOF, the Parties have caused this SITE AGREEMENT to be executed by their duly authorized representatives. USA SECURITY, INC. Dated 2- -;� I _F I x (sign re of authorized horized fepresentatiV­e) (printed name of authorized representative)— 000-A-+OVF, WV1940/ (title of authorized representative) J * To be completed after installation at Buyer's SITE CITY OF COLUMBIA HEIGHTS Dated 8/22 /2017 (signature of aut , horized r r e �K e �entativc Walter R. Fehst (printed name of authorized representative) City Manager (title of authorized representative) Installation of the above-referenced equipment, software and components, including all materials required for services selected through the ADDENDUM(S) and/or SUPPLEMENT identified in Paragraph 3, was SUBSTANTIALLY COMPLETED on USA SECURITY, INC.: BUYER: ay ADDENDUM t CENTRAL.OFFICE AND VIDEO MONITORING This ADDENDUM B Central Office and Video Monitoring Agreement supplements the Standard Commercial Master Security Agreement (the "SCMSA ") between USA SECURITY INC. ( "USA Security') and Buyer, and sets forth the terms and conditions governing USA Security's provision of central office monitoring services ( "COM ") and /or video monitoring services ( "VM ") as requested by Buyer as part of the Parties' SITE AGREEMENT for the location described herein: 1, LOCATION OF PREMISES: The location of Buyer's premises to be covered by the COM and /or VM is ToI2 Valu Liquor 42 2105 'n Ave NE Columbia Hei hts MN 55421 2. BUYER TELEPHONE NUMBER: Buyer's telephone number for purposes of coordinating COM and /or VM matters is (612( 965 -6497 3. DESCRIPTION OF THE SERVICE AND INSTALLATION SCHEDULE: USA Security will provide the following COM and/or VM services for Buyer: ® Central Station Monitoring ❑ Total Connect El Guard Response ❑ Health Monitoring ® Radio or Cellular Backup ❑ Video Monitoring ❑ High Speed Internet Monitoring ❑ Thermostat, Lights, & Locks 3,1 Installation of all required COM and/or VM software and hardware will occur in accordance with the terms of Paragraph 4 of the Parties' corresponding Sl T E nGRErMENT. The Parties will execute an acknowledgement of substantial completion of all installation work as part of the SITE AGREEMENT. 4. COMMUNICATION SOFTWARE AND PASSCODE: USA Security shall instruct Buyer in the proper use of, install, program and service at the premises of the Buyer, all communication software required for the COM and/or VM services set forth in Paragraph 3, Buyer shall not permit the attachment thereto of any apparatus not furnished by USA Security. Buyer acknowledges that the passcode to all COM and VM software are, and shall remain, the exclusive property of USA Security. Provided Buyer performs this ADDENDUM B Central Office and Video Monitoring Agreement for the full term thereof, upon termination USA Security shall, at its option, provide to Buyer the passcode to the COM and VM software or change the passcode to the manufacturer's default code. 5. COM AND VM FEES: Pursuant to this ADDENDUM B Central Office and Video Monitoring Agreement, Buyer agrees to pay the sum of $_I .99 per month, plus tax; payable quarterly, in advance, for the term of this ADDENDUM B Central Office and Video Monitoring Agreement, commencing the first day of the month next succeeding the date hereof 5. l . Payments shall be made pursuant to the procedure identified on the PAYMENT SCHEDULE to the Parties' Agreement, 6, TERM OF AGREEMENT; RENEWAL AND COST OF INFLATION: The term of this ADDENDUM B Central Office and Video Monitoring Agreement shall be for a period of 5 years and shall automatically renew month to month thereafter tinder the same terms and conditions, unless either Party gives written notice to the other by certified mail, return receipt requested, of their intention not to renew the contract at least 30 days prior to the expiration of any term. On the first day of each year covered by this ADDENDUM B Central Office and Video Monitoring Agreement, USA Security shall be permitted, to increase its fees in Paragraph 5 to account for inflation, though the increase may not exceed five percent (5 1,o) in any given year, and Buyer agrees to pay such increase as invoiced. City of Columbia Heights —Top Valu Liquor #2 S ADDENDUM AND..VIDEQ MONITORING AGREEMENT 7. CARE OF SOFTWARE AND EQUIPMENT- Buyer agrees not to tamper with, remove or otherwise interfere with the communication software and/or equipment which shall remain in the same location as installed and Buyer agrees to bear the cost of repairs or replacement made necessary as a result of any painting, alteration, remodeling or damage, including damage caused by unauthorized intrusion to the premises, lightning or electrical surge (except for ordinary wear and tear, in which event repair or replacement shall be made by USA Security without additional charge). 8, CENTRAL OFFICE MONITORING: The scope of USA Security's Central Office Monitoring services will be governed by, and subject, to the terms of Buyer's Central Office and Video Monitoring Enrollment Form attached hereto. 8.1. Consistent with those terms, upon receipt of a signal from the communication software USA Security or its designee communication center shall make every reasonable effort to notify Buyer and the appropriate municipal police or fire department, Buyer acknowledges that signals transmitted from Buyer's premises directly to municipal police or fire departments are not monitored by personnel of USA Security or USA Security's designee communication center, and USA Security does not assume any responsibility for the manner in which such signals are monitored or the response, if any, to such signals. Buyer acknowledges that signals which are transmitted over telephone lines, wire, air waves or other modes of communication pass through communication networks wholly beyond the control of USA Security and are not maintained by USA Security and, therefore, USA Security shall not be responsible for any failure which prevents transmission signals from reaching the central office monitoring center or damages arising therefrom. Buyer agrees to furnish USA Security with a written list of names and telephone numbers of those persons Buyer wishes to receive notification of alarm signals. All changes and revisions shall be supplied to USA Security in writing. Buyer authorizes USA Security to access the control panel to input or delete data and programming. If the equipment contains listening devices permitting the central office to monitor sound then upon receipt of an alarm signal the central office shall monitor sound for so long as the central office (in its sole discretion) deems appropriate to confirm an alarm condition. USA Security will, upon Buyer's request, remotely activate or deactivate the system, change combinations, openings or closings, or re- Program system functions as reasonable. USA Security may, without prior notice, suspend or terminate its services, in USA Security's sole discretion, in the event of Buyer's default in performance of this ADDENDUM B Central Office and Video Monitoring Agreement or in event the central office's facility or communication network is nonoperational or Buyer's alarm system is sending excessive false alarms. The central office is authorized to record and maintain audio and video transmissions, data and communications, and USA Security shall be the exclusive owner of such property, 9. REMOTE VIDEO MONITORING SERVICE: The scope of USA Security's Video Monitoring services will be governed by, and subject, to the terms of Buyer's Central Office and Video Monitoring Enrollment Form attached hereto. 9.1, USA Security will provide the Video Monitoring services at Buyer's premises, at the properties owned and/or managed by Buyer, or at other reasonable addresses legally identified by Buyer. 9.2. As set forth on the Central Office and Video Monitoring Enrollment Form, USA Security will conduct CCTV "tours" or "patrols" of the monitored Buyer's premises via its remote video monitoring station. A four /patrol may or may not include all cameras connected to the system, which is determined by need or camera operability. Tours!patrols will be contracted for using the Central Office and Video Monitoring Enrollment Form (or, in the case of multiple Buyer sites, multiple Central Office and Video Monitoring Enrollment Forms). The schedule of tours /patrols is determined by Buyer and may be changed in writing by Buyer. Daily Contact/Event Information & Reports shall be available to Buyer upon request to USA Security. USA Security's monitoring station shall, in accordance with the directions of Buyer set forth on the Central Office and Video Monitoring Enrollment Form(s), report to Buyer's representative, local police and/or emergency agencies as an eyewitness of events as appropriate. 10. TERMINATION OF AGREEMENT AND DELETION OF PROGRAMMING: Upon early termination of this ADDENDUM B Central Office and Video Monitoring Agreement by Buyer, USA Security shall be permitted to remotely delete programming, order the termination of any COM, VM or other service, and it shall not be required to provide further COM or VM service to Buyer's system, City of Columbia Heights —Top Valu Liquor #2 1 it .,l ADDENDUM CENTRAL OFFICE AND VIDEO MONITORING AGREEME 1I. REMEDY FOR BUYER'S BREACH OF THIS CENTRAL OFFICE AND VIDEO MONITORING AGREEMENT: The Parties agree that due to the nature of the COM and VM services to be provided by USA Security, the payments to be made by Buyer for the term of this ADDENDUM B Central Office and Video Monitoring Agreement are an integral part of USA Security's anticipated profits and in the event of Buyer's breach of this ADDENDUM B Central Office and Video Monitoring Agreement it would be difficult —if not impossible —to reasonably estimate USA Security's actual damages. Therefore, in the event of Buyer's breach or default under this ADDENDUM B Central Office and Video Monitoring Agreement, Buyer shall remain liable for all payments called for herein for the remaining balance of the term set forth in Paragraph 6. In the event USA Security prevails in any legal proceedings between the Parties, Buyer shall also be liable for USA Security's attorneys' fees and costs of litigation. 12. RELATIONS TO PARTIES' OTHER DOCUMENTS: Except insofar as the Parties' COM or VM arrangement memorialized herein requires a specific term or condition noted above, this ADDENDUM B Central Office and Video Monitoring Agreement is subject to, and is intended to be construed consistent with, the terms and conditions set forth in the Parties' Standard Commercial Master Security Agreement (including all SITE AGREEMENT(S), ADDENDUMS, SCHEDULES, RIDERS and SUPPLEMENTS thereto) which are incorporated herein. IN WITNESS WHEREOF, the Parties have caused this ADDENDUM B Central Office and Video Monitoring Agreement to be executed by their duly authorized representatives. Date: Ohl 11-I By: lip Date: 8/22/2017 By: Walter R. Fehst City Manages City of Columbia Heights — Top Valu Liquor #2 City of Columbia Heights - Procurement Checklist Completed by 26qj L6 tA%S Date to ltem%CA_V+'ti V�eNar �" Vendor L S Gir? t7`� Ligrz w7l L'k(PQ ev 11_Tb, ( PO9r -*t_ WO&S AA4 kv iYi) H i�lAlternate vendor price(s) from bids, quotes, or advertised prices, are attached. 11� Item purchased at price established under the MN Cooperative Purchasing Venture (aka "the state contract".) Sole source vendor — to the best of our knowledge, based on reasonable study. ® Purchase of a commodity, such as fuel, that always sells at established market prices. This vendor is required, or is substantially required, by an agreement or transaction with another vendor or entity. Explain: Urgent or emergency purchase, and this vendor will be timely for the following reason(s): QThis vendor has specific knowledge of the relevant City location /item /service /etc. ® The City has a relationship with this vendor based on previously quoted product /service. Expected or quoted response time of this vendor better than other vendors. Other reason for timeliness ® Vendor established for recurring purchases. This product or service is periodically bid, and the chosen vendor is used on a recurring basis until the next bid cycle. Some examples include office supplies, repair and replacement of water stop boxes, audit services, and lawn mowing. ® Explanation for choosing this vendor is documented separately at: City Contract # City Voucher /Check ® Other Laserfiche Document L: Other explanation for choosing this vendor: CREATED BY THE 11 TETWIMM-MiT 637 38' AVENUE Columbia Heights, MN 55421 Date: '19- 1 to lq-- Requested Purchase/Service Item: - "04)) A)(A rZ291 IfEk 09179Y. UJ90 5TMtv> Supervisor Requesting Purchase: ) 601 �AN,�O)J Reason for Requested Purchase: A ALDIIA-MIJ (5 004, ZEe?UIZQJ� AJEC(Zl -1- I 1- Bid Quotations Received (If Applicable): Name of Company Price 0 1. 5A- CC 1 1 .14 , I S - ot 2, o srt 2. zo rag 4 ffe 3. Justification for purchasing this Product: 1CUZz&7 WIV, IE US LE -: WD MM we CLOP- 11-01"16 At,ti * uc-:C-� 6(peww.5 14W RiTLAC(w) Vig VAID;05. TK forIce, otfx. ncplA! t�` -Mtq lb MON !TM wcw� Product Purchased Off State or Hennepin County Contract: Yes No Is the Item Requested a Budgeted Item: Yes—x— No Fund Number: Other Information: 10c 1 M Supervisor's Signature Administrative Assistant Date City eV Columbia Heights Intrusion Alarm Monitoring Attn: Eric Hanson 5/25/2017 ' ' Library: 3939 Central Ave NE Top Va|u1: 49SO Central — 'E Top Va|u2: 210S37m Ave m^ Heights Liquor: 5225 University Ave NE Public Works: 6370 381h Ave NE Murzyn Hall: 530 Mill Street NE $38.99 per month each site via GSM radio (no phone line needed) Replace existing VARCO dialer with radio to central station for monitoring, Connect to Pacom access control panel output - no point ID monitoring. • 4G Radio with transformer • Back-up battery • Programming, Installation Labor, and Project Management $690 installed each site Less $175 discount for 5-year monitoring agreement = $515 installed each site TOTAL: $515 x 6 sites = $3,090 installed with $233.94 per month ''� � 6251 BURY DRIVE J EDEN PRAIRIE, MN $5346 P: 952.829.591,9 1 F. 952.829.5861 Option 2: Alarm panel and Radio ' Replace existing VARCO dialer with radio to central station for monitoring. Remove existing zones from Pacorn access control and install new Honeywell panel and keypad(s) for monitoring point ID, and remote tech support. ' ° Honeywell control ^-` nmne[1 keypad, transformer * Zone expander '�^ ' - ' 0 46 Radio with transformer 0 Two (2) Back-up batteries * I* card disarm 0 Programming, Installation Labor, Training, and Project Management $1,595 installed each site Less $425 discount for 5-year monitoring agreement = $1,170 installed each site TOTAL: $1,170 x 6 sites = $7,020 installed with $233.94 per month Estimate Notes: 1. Does not include 110VAC power. 2. Includes 1 keypad, additional keypads additional charge. 3. Includes 16 zones, additional zones additional charge for expander. 4. USA Security will discount the TOTAL installed price further if all 6 sites are completed in 2017. City of Columbia Heights C 800 'V -I— Authorized Signature Date 6251 BURY DRIVE / EDEN PRAIRIE, MN $5346 P. 952.829.5919 1 F.- 952-829.5861 a.r Fire AD A National, Full - Service fire Protection curd 5, 05 -08 -2017 Customer Details: Site: City of Columbia Heights Contact: Eric Hanson, (763) 706 -3725, ehanson2 @columbiaheightsmn.gov LVC, Low Voltage Contractor is pleased to present our budgetary proposal for your review and consideration. LVC will provide material and labor to perform installation and testing of the individual priced items /solutions below. All work will be performed during normal business hours and includes the Scope of Work listed below. LVC Responsibility /Scope LVC proposes a solution to Replace the existing Varda silent alarm units and move to a monitoring service solution for selected sites. LVC will replace the Vardas with a DMP Intrusion panel and keypad. The DMP panel will tie to the existing trigger output of the Pacom system and will notify monitoring compony per protocol upon a triggered alarm. Additional triggers and alarm notification can be added in as additional features. Varda swap out to DMP: • F &I (Furnish and install) new DMP panel with phone line and or network communication. • Program system to communicate with monitoring service and correct settings. • Test system. Remove Varda units from Pacom system and connect DMP. Test. • Provide customer overview training on system. Pricing does not include monitoring. Price as outlined in Scope: $2,030.00 Cellular add on option: • F &I (Furnish and install) Cellular communicator as primary or backup communication for monitoring. • Test system • Pricing does not include monitoring. Add to Above price: $565.00 Fire & Life Safety I Fire Suppression I Fire Ex uishers i Video Surveillance I Structured Cable I Access Control 124 Hour Service MINNESOTA Minneapolis 952. 835.4600 Rochester 507- 281 -4600 Hibbing 21&262 -2484 International Falls 218- 286-1141 WISCONSIN Eau Claire 715 - 688.4600 ARIZONA Tempe 480. 967 -0800 www.LVCine.com �� iris Fee Schedule: The customer agrees to pay all invoices in a timely manner according to Net 30 terms: • All materials will be billed 100% at the time of procurement. • 50% of labor will be billed at project acceptance. • Remaining 50% of labor will be billed as project progresses. • All change orders will be billed at time of acceptance. • Payments Terms are net 30 from invoice date. LVC, INC. is pleased to provide this proposal for your review and consideration. Our proposal is representative of the necessary technology solutions to effectively serve you with the highest regards to quality in products and installation workmanship. This quotation is good for 30 days from above date. Sincerely, , v4m Adam Wagner Security Consultant Low Voltage Contractors 952 - 837 -0568 (cirect) 952- 567- 9221(mobile) awaoner(ZDIvcinc.com Authorization to Proceed Customer signature Printed Name Date P.O. and Total Amount Fire & Life Safety I Fire Suppression I Fire Extingulshers I Video Surveillance I Structured Cable I Access Control 124 Hour Service MINNESOTA Minneapolis 952 - 8354600 Rochester 507- 281 -4600 Hibbing 218- 262 -2484 International Falls 218 - 286.1141 WISCONSIN Eau Claire 715. 688 -4600 ARIZONA Tempe 480- 967.0800 www.LVCine.com J E A 'AW J Assumptions /Exclusions • All permits, license if required. • LVC will have access for installations crew between the business hours of 7 a.m. 4 p.m. • All work will be done during normal business hours. Overtime premiums have not been included. • The customer will provide all network equipment and settings outside of scope for connection to the corporate /outside network. • Sufficient wall/rack space in Server Room for defined material shall be provided by others. • All cable pathways are assumed to be available for use without additional conduits, fire sleeves, core holes, or other means to run cabling. • All electrical including but not limited to 120vac power, Rough -in conduits and boxes, conduit, raceways, penetrations, and cable trays POE entry sleeves, floor X -rays, surface raceway for low voltage cable pathway, telephone grounding bus bar, plywood phone boards, power poles to be supplied by electrician or others. • All system software /licenses outside of items outlined above will be the responsibility of the customer if needed. • This is a budgetary proposal based off brief walk thru of 2 sites with customer. Assumptions were made on the needs for communication to the monitoring service and signal Information needed. Other features may be available but are not priced into this proposal. • Any delays experienced due to restricted access and areas not being ready for vendor (moving items, waiting for people to move, etc.) could be subject to added costs. • Any scope changes outside this document or in the event additional materials and or labor is required due to unforeseen circumstances beyond our control LVC reserves the right to generate a change order request to cover additional scope and work. Additional scope, work and costs will be discussed as soon as identified in order to keep all parties informed and the project kept on schedule. No additional scope or work will be performed until LVC receives a signed approval. • Pricing is valid for 30 days from the date of this proposal. • LVC will provide 1 year warranty on parts and labor. Fire & Life Safety I Fire Suppression I Fire Extinguishers I Video Surveillance I Structured Cable I Access Control 124 hour Service MINNESOTA Minneapolis 952- 835 -4600 Rochester 507- 281 -4600 Hibbing 218 -262 -2484 International Falls 218- 286 -1141 WISCONSIN Eau Claire 715. 6884600 • ARIZONA Tempe 480- 967 -0800 www.LVCinc.00m 20 r ► , Company Address 4200 West 76th Street Minneapolis, MN 55435 -5108 Phone (952) 835 -4600 Fax (952) 835 -4153 Aocx 'tunt information Account Name Columbia Heights Top Valu Liquor #1 Service Location Ship To Name Columbia Heights Top Valu Liquor #1 Ship To 4950 Central Ave NE Columbia Heights, MN Alarm Monitoring Agreement Created By Jesse Weber Created Date 4126/2017 Quote Number 00004352 Project Code 1704 -17347 B81 To Name Columbia Heights Top Valu Liquor #1 Bill To 4950 Central Ave NE Columbia Heights, MN Scope Of Work Description LVC will: - Provide offsite monitoring of security system. - LVC will prepare and maintain appropriate documentation required for UL monitoring service and UL Certification. - Customer to provide and keep LVC informed of emergency contact information. NOTE: - This proposal provides for annual monitoring serviices. invoices will be sent annually in advance. - If equipment installation, or proprietary programming is required additional costs may be Incurred. Excluded: - Sales tax, permits, fees Quote Line Items Equipment - Ofisite Alarm Monitoring Labor- Security Investment Signatures Jesse Weber Service Sales Representative Low Voltage Contractors 952 - 278 -1061 Desk 952 -217 -1279 Cell joelhafen@lvcinc.com Subtotal $516.20 Discount 0.00% Total Price $516.20 Approved By: Printed Name: Title: Date: 11 J J.. Johnson Alarm Monitoring Agreement Fire & Safety * D6vision Company Address 4200 West 76th Street Created By Jesse Weber Minneapolis, MN 55435 -5108 Created Date 4/26/2017 Phone (952) 835 -4600 Quote Number 00004354 Fax (952) 835 -4153 Project Code 1704 -17349 Ac=unt infoi7nation Account Name City Of Columbia Heights - Public Library Service Location Ship To Name City Of Columbia Heights - Public Library Bill To Name City Of Columbia Heights - Public Library Ship To 3939 Central Ave NE Bill To 3939 Central Ave NE Columbia Heights, MN 55421 Columbia Heights, MN 55421 Scope Of Work Description LVC will: - Provide offsite monitoring of security system. - LVC will prepare and maintain appropriate documentation required for UL monitoring service and UL Certification. - Customer to provide and keep LVC informed of emergency contaci information, NOTE: - This proposal provides for annual monitoring services. Invoices will be sent annually in advance. - If equipment installation, or proprietary programming is required additional costs may be incurred. Excluded: - Sales tax, permits, fees Quote Line Items Equipment - Offsite Alarm Monitoring Labor - Security $300.00 $216,20 Investment Subtotal $516.20 Discount 0.00% Total Price $516.20 Signatures Jesse Weber Approved By: Service Sales Representative Low Voltage Contractors Printed Name: 952 - 278 -1061 Desk 952- 217 -1279 Cell Title: joelhafen@lvcinc.com Date: