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HomeMy WebLinkAbout26-160 - Contract - Securitas Technology Corporation - Police Large Evidence Storage Alarm System26-160 Council Approval N/A Reference #25-312 IPirepaired For CITY OF TUKWILA - Maintenance Bldg - Tukwila, WA - Security Change Shawn Christie CITY OF TUKWILA 11210 TUKWILA INTERNATIONAL BLVD Tukwila, WA, 98168 Phone: 206.619.6495 shawn.christie@tukwilawa.gov Securitas Technology Corporation 3800 Tabs Drive Uniontown, OH 44685 Phone: 1-855-331-0359 Jeremy Robinson Account Executive Core Commercial Sales Phone: (253) 308-1039 jeremy.robinson@securitas.com IF"'ir iii -t CITY OF TUKWILA - Maintenance Bldg 11210 TUKWILA INTERNATIONAL BLVD Tukwila ,WA ,98168 Phone: 206.619.6495 Mhy Choose Us We See Electronic Security Differently We understand that selecting a partner for your electronic security is a key business decision, and we thank you for the opportunity to present this proposal. We are proud to be a trusted advisor to thousands of organizations in over 40 countries across the globe. Why? lBecause we see electronic security differently. Client Engagemen-Li �r Innovation Installation 1� f partnerships with industry leaders, and The depth and breadth of our solutions is expansive knowledge of security products, surpassed only by the proficiency of our integrations, engineering processes, and design installation teams. From project initiation IPS to completion, our skilled designers, systems of tomorrow, today. engineers, technicians, and project Highly Skilled managers follow centralized processes to Technicians deliver outstanding iinstallllatiioirns and Worldwide sys'teirn integrations. Innovation Monitoring Services 1� f partnerships with industry leaders, and From our 44 industry-leading monitoring expansive knowledge of security products, centeirswoirldwide, staffed with 2,000ia integrations, engineering processes, and design highly trained operators, we offer you the applications enables us to create the security widest spectrum of interactive alarm, video systems of tomorrow, today. monitoring, and remote services available Monitoring Signals today. Handled Annually Handled Per Year Across the Globe and Growing Innovation Our sharp focus on innovation, strategic f partnerships with industry leaders, and expansive knowledge of security products, � ' integrations, engineering processes, and design + applications enables us to create the security 000 systems of tomorrow, today. Strategic Global we are nearby when our clients Technology Partners Service and Maintenance f Service excellence is embedded within our DNA. By providing a comprehensive serviceG � ' and preventative maintenance program i delivered by thousands of technicians across 000 multiple countries, � we are nearby when our clients Service Calls meed us most. Handled Per Year Advanced Services From security technology life cycle management to our SecuireStat HQ— digital � ' platfoirirmn, we take the coirnplexity out of i security management with our extensive 000 range of remote, hosted, cloud, embedded, � and advanced Registered Users of managed services. SecureStat HQT" and Growing Certifications SOC Certification AICPA Securitas Technology has achieved Service Organization Control (SOC) 2 certificationfu,adhenencemastnct set offive SOC 2 "trust principles," including security, privacy, availability, processing integrity and confidentiality. C) SAFETY Act Designation After an extensive review by the Department of Homeland Security (DHS) of the service standards adopted and followed by Securitas Technology, the DHS awarded Securitas Technology SAFETY Act protection (Designated). TMA Five Diamond Designation Our alarm monitoring network |suL,uuC,uoosnandTMApwco|amondccmfied—thclatte/ufwh|ch|sOmntedbvThc Monitoring Association (TxxA)tomonitoring centers that meet "five points ofeceUence.^ "Top 5 Reasons Why Our Clients Choose Us *Based ondata collected from the 5ecurbasTechnology ZU23Global Client Survey with 2,369 responses worldwide. � U Service Maintenance and Repair Capabilities r,111 Reputation / Brand and Specialized Expertise -� Sales Relationship / Account Management Installation and Project Management Capabilities F, �� Moni�hng�v�sand Rem�eSe��u����� ~~ Re Fn 'o Fo Rgy 0, Statement of Work Info: Customer Contact: Shawn Christie — 206-619-6495 - shawn.christie@tukwilawa.gov Consultant Contact: Jeremy Robinson — (253) 308-1039 —Jeremy.robinson@securitas.com Scope: This would be to change the current configuration of this alarm system. This building currently has a Bosch System. There a door contact, several OHD Contacts to remove from system and a Motion to move. Add one new keypad to another door. This order will be tied with the other order for Tukwila Police Evidence Project. That system will be taking over this area and must be done on the same day and time to keep the system intact. System Change: 1. Remove cable (1) Man Door from system 2. Remove cable (3) Over head doors 3. Add (1) New Bosch Keypad — Extend and reuse wire from OHD 3-4 to connect keypad and reprogram panel. 4. Move existing motion to the other side of Evidence Room to cover entrance and other OHDs. **Full Design with locations attached with order** Securitas will provide and install the following: 1. (1) Keypad Bosch 2. Cable 3. Test removed device and new Motion location with monitoring center Clarifications and Exclusions This scope of work is based on visual inspection of customer's space. Due to unforeseen circumstances, any additional labor and/or equipment needed to complete this installation may incur additional costs to customer in the form of a change order. Installation to be performed during normal business hours from Mon -Fri 8-5. Access to all installation areas inside facility is a responsibility of the customer. Should projects need to be rescheduled due to lack of access to installation areas This Recommendation is based on current site conditions at the time of execution. Should site conditions change (i.e.: door relocation, remodeling of space, wire raceways changed, etc.) this will constitute a change order to ensure all labor, equipment and costs are captured accurately. This proposal is valid for (30) calendar days. 1 .Proposal Schedules Material Schedule : Material Line Items 18/4c STIR CMP/FPLP WHT 500' BX ALARM PANEL KEYPAD FOR GV4 SERIES PANEL Labor Schedule Internal Project Preparation and Management Subcontracting & Cable Schedule Part Cables: Additional Cables and Locks: $2,095.32 2 .Purchase Investment Summary Pricing Breakdown Material Schedule: Labor Schedule: Subcontracting & Cable Schedule: $677.03 $2,095.32 $0.00 Total: $2,772„35 *Prices quoted do not include Sales or Use tax. Applicable Sales and Use tax will be added to the quoted prices. Billing Terms: 100% Upon completion of Installation. Payment Terms: Due Upon Receipt. This Proposal is valid for 30 days, unless revoked earlier by Securitas Technology. Tariff Price Provision: The parties acknowledge and agree that the imposition of tariffs has or may cause disruption in the supply chain and/or cause price increases. These may be imposed with little or no notice. To account for this possibility, the parties agree that the following provision shall supersede and control over any conflicting provision contained in the contract or Master Services Agreement between the parties. Securitas Technology may, upon notice to Client (email notice shall be sufficient), increase the prices herein to account for any increase in the prices Securitas Technology pays for the products, hardware, equipment, or other goods referenced herein that occur between the date of this proposal and the date such products, hardware, equipment, or other goods are delivered to Client. Client agrees to pay such increased prices in accordance with the payment terms set forth herein. Thank you for the opportunity to provide this proposal. Please sign, date and return the proposal in its entirety to Email: jeremy.robinson@securitas.com Please issue any Purchase Order or other contract documents to Securitas Technology Corporation Client Expected Completion Date: This Agreement shall not become binding on Securitas Technology Corporation until approved and accepted by Securitas Technology Corporation management as provided below. Seller: Securitas Technology Corporation Company 34915 46th Ave S Auburn WA98001 Address Jeremy Robinson, Account Executive Core Commercial Sales Account Representative Name & Title ESigned by: tic Sfap(. ata, a�natiCA:)A3Q Securitas Technology Corporation Management ESigned by: ✓vlr; Sfap(c �,avt 6/9/2026 110'15 PM PDT 1F24B2D84C4D43�J... Securitas Technology Corporation Date Management Signature CITY OF TUKWILA Trade, partnership or corporate name if different from above. 11210 TUKWILA INTERNATIONAL BLVD Tukwila WA 98168 Address Jen Tetatzin Name & Title Signed by: -�ebtk�•' 6/11/2026 15:28 AM PDT 1%9424... Authorized Signature Date Terms and Conditions 1. GENERAL - This document and all pages or other items attached hereto, (hereinafter called the Document, Contract, Agreement or Proposal) will constitute a contract between Securitas Technology Corporation (hereinafter STC) and the Buyer (as listed on the attached) when accepted by STC. If the Buyer issues an order instead of executing this Document and said order references this Document, then this Document shall be deemed to have been signed by the Buyer and any of the terms or provisions of the Buyer's order which are in any way inconsistent with or in addition to the terms and conditions in this contract shall not be binding on either party unless accepted in writing by STC's authorized representatives. Buyer acknowledges and agrees that it has read, understands and agrees to all of the terms and conditions in this Document and agrees to purchase, license, or lease all of the equipment and/or services described herein at the prices and payment terms contained herein. STC's Proposal is valid for a period of thirty (30) days from the date of the Proposal. 2. DELIVERY - Delivery quoted was based on the best information available from the manufacturers and/or STC's current inventory at the time of Proposal. STC is not responsible for any delays in shipments from manufacturers or changes in STC's inventory level between time of Proposal and receipt of order or signed Contract from the Buyer. Delivery and/or completion dates are based upon prompt receipt of any and all necessary documents from Buyer. Shipments are scheduled after acceptance of an order in accordance with Buyer's requirements. Unless specifically stated to the contrary, however, where existing priorities and schedules prevent strict compliance with requested delivery dates, orders are entered as close as possible to the requested date and Buyer is advised of deviations, if any, in the shipping or completion schedule. STC reserves the right to make delivery in installments. STC shall not be liable for delays or failure in delivery, manufacture or completion or for any other default by reason of any occurrence or contingency beyond its reasonable control. IN SUCH EVENT, BUYER AGREES THAT NO REMEDY (INCLUDING, BUT NOT LIMITED TO, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR LOST PROFITS, LOST SALES, INJURY TO PERSON OR PROPERTY OR ANY OTHER CAUSE) SHALL BE AVAILABLE TO IT. All shipments will be FOB point of origin. Freight charges will be at Buyer's expense and will be added to the price contained herein. 3. ACCEPTANCE, TRANSFER OF TITLE, RISK OF LOSS, AND DELIVERY AND INSTALLATION DATES. This Section 3 applies to all items other than services provided to Buyer hereunder. A. ACCEPTANCE: Buyer shall be deemed to have accepted the items provided hereunder according to the following: (i) For delivery and installation orders for equipment ("D&I Orders"), Buyer's acceptance will occur upon substantial completion of installation of the item or beneficial use. At STC's request, Buyer will execute a written acknowledgment of the installation date(s) for all of the items transferred under such D&I Order; or (ii) For shipped Orders, Buyer's acceptance will occur upon delivery of the equipment and/or software to Buyer, which for purposes of acceptance will be deemed to have occurred when the items are shipped from STC's shipping point to a Buyer's location, which for software may occur by physical shipment, electronic delivery or notice to Buyer that the software is available for download. B. TRANSFER OF TITLE AND RISK OF LOSS: Title, risk of loss, and the right to use the equipment will pass to Buyer upon Buyer's acceptance thereof according to Subsection A above. Notwithstanding the foregoing, under no circumstances will title to any software be transferred hereunder. 4. PRICES - The prices stated are exclusive of any transportation charges (except as covered in Section 2 above), insurance, and federal, state, municipal or other government tax, including sales and use taxes, now or hereinafter imposed upon the production, storage, sale, transportation or use of the products described herein. Such taxes or other charges applied directly to the sale hereunder shall be paid by the Buyer, or in lieu thereof the Buyer shall provide an exemption certificate acceptable to the authorities. By ruling of New York State and New York City sales tax authorities, all lease payments are fully taxable, as they include rental and use of the equipment, use of loaner equipment, parts, etc. 5. PAYMENT - Unless otherwise specifically stated to the contrary in the Proposal, the terms of payment are as follows, without notice, demand, reduction or set-off: A. EQUIPMENT AND INSTALLATION— Thirty percent (30%) is due at time of order acceptance (equipment will not be ordered and work will not begin until deposit is received), with the balance due in monthly progress payments covering equipment received and labor performed Net ten (10) days from invoice date. B. RECURRING SERVICES — Billed in advance. OVERDUE INVOICES - If Buyer fails to pay or dispute in writing any amount when due and such failure continues for thirty (30) days or more, Buyer shall pay interest at the rate of one and one half percent (1.5%) per month or the License Information: https://www.securitastechnology.com/licenses Rev. 06/2023 maximum rate permitted by law, (whichever is less) on the entire unpaid balance for each month or portion thereof that payment is late. 6. INSTALLATION - Buyer is to provide 110V AC at all outdoor camera locations, monitoring and/or control locations, and/or other locations specified. Where possible, STC utilizes low voltage equipment; as a result, wiring is not required (by code) to be placed inside conduit. Any conduit required by Buyer is at additional cost. If air plenum ceilings exist, code requires the use of conduit or plenum approved cable. The installation price in the Proposal is based on non -air plenum ceilings (i.e., no conduit or plenum approved cable), unless otherwise stated herein. If conduit or plenum approved cable is required, it will be at Buyer's expense, above and beyond installation price quoted. Unless otherwise indicated in the Proposal, Buyer is to provide trenching where necessary for cable runs. If aerial runs are required and Buyer -owned poles are available, STC will utilize them when possible and permissible. Public utility poles cannot be used as they are proprietary to the public utility companies. Any poles necessary to complete aerial runs will be provided and set by Buyer at Buyer's expense, unless otherwise stated in Proposal. STC's Proposal for installation includes all cable, connectors, ties and other necessary hardware, unless otherwise stated in Proposal or covered herein. Buyer understands and agrees that no subcontract labor, materials, and/or special equipment (i.e., skylift bucket truck) are included in Proposal unless so stated and, if necessary, will be at the Buyer's additional expense. Unless otherwise indicated in Proposal, all installation work will be performed by non-union technical personnel. If Buyer -provided lighting is insufficient for an adequate video picture, Buyer will provide additional lighting at Buyer's own expense. 7. DRAWINGS, PROPRIETARY INFORMATION—A. Drawings. Buyer shall provide STC with an electronic version of drawings for the performance of the Services. Buyer shall provide STC to -scale AUTOCAD drawings in electronic format. If Buyer cannot provide these drawings, an additional charge may accrue for STC to create drawings necessary for the completion of the Services. .PROPRIETARY INFORMATION. Any drawings, specifications, equipment lists, and all information provided by STC herein (partial or complete) as instruments of service are and shall remain the property of STC whether the project for which they are made is executed or not. Drawings, specifications, equipment lists, etc. shall be returned to STC on demand or at the end of the project unless specifically purchased from STC or authorized in writing by STC. They are not to be used on other projects or extensions to this project, or to obtain other bids, except by agreement in writing and with appropriate compensation to STC. They are not to be reproduced in whole or part without written consent. 8. AUDIO/VIDEO EQUIPMENT - If the equipment purchased or leased from STC contains audio monitoring or video equipment, state and federal law requires public notice of the use of this equipment. Buyer will use such equipment in accordance with all applicable laws. 9. BONDING - Unless otherwise agreed upon and included in writing in the proposal, STC will not provide a performance or bid bond in connection with the equipment or services covered in this Contract. 10. OWNERSHIP OF SOFTWARE AND HARDWARE CONTAINING SOFTWARE - Any computer application program and/or documentation (collectively "Software") that is provided by STC under this agreement is owned by STC or one of its original equipment manufacturers and is protected by United States and international copyright laws and international treaty provisions. Any breach of this agreement will automatically terminate Buyer's right to use this Software, and Buyer is obligated to immediately return such Software to STC. Buyer may not copy the Software for any reason other than per the dictates of any end user software license agreement. Buyer may not reverse -engineer, disassemble, decompile or attempt to discover the source code of any Software. Buyer acknowledges that any breach of this section shall result in irreparable injury to STC for which the amount of damages would be unascertainable. Therefore, STC may, in addition to pursuing any and all remedies provided by law, seek an injunction against Buyer from any court having jurisdiction, restraining any violation of this section. 11. TERMINATION AND CHANGE MANAGEMENT—A. Acontract may be terminated by the Buyer only if agreed to in writing by STC. If STC agrees to termination, it will be subject to additional conditions and termination charges as follows: If any equipment covered by the Proposal has been delivered and/or installed, payment for said equipment and/or installation will be due in full. If equipment has yet to be delivered, the Proposal may be terminated only if agreed to by the manufacturer and Buyer shall pay either a 25% -of -retail -price restocking charge or manufacturer's percentage restocking applied to the retail price, whichever is higher, plus all freight charges. Buyer also shall pay on demand any other associated charges necessary to protect STC from loss. B. Change Management. Either party may initiate a change by advising the other party in writing of the change believed to be necessary. As soon thereafter as Securitas Technology practicable, STC shall prepare and forward to Buyer a cost estimate for the adjustment to the price, and a schedule impact of the change, and any effect on STC's ability to comply with any of its obligations under this Agreement, including warranties and guarantees. Buyer shall advise STC in writing of its approval or disapproval of the change. If Buyer approves the change, STC shall perform the Services as changed. If Buyer disapproves, the proposed change may be referred to senior management of the Parties. 12. LIMITED WARRANTY AND INDEMNIFICATION — Buyer acknowledges that STC has not represented, warranted, or guaranteed that the equipment sold or leased herein will prevent any loss by burglary, hold-up, fire, or otherwise, or that the equipment will in all cases provide the protection for which it is installed or intended. Nor has STC made any representations, guarantees, or warranties to third parties that the equipment will prevent any such loss or provide them with protection. The parties agree that STC is only selling or leasing equipment and is not undertaking to be an insurer for the Buyer or any third parties against loss, injury, or damage that may result to the person or property of the Buyer or to the person or property of others. Buyer agrees to assume all risk for loss, injury, or damage to the person or property of Buyer arising from or pertaining to the use, possession, operation, or installation of the equipment. Buyer also agrees to indemnify STC and hold STC harmless from any and all claims, costs, expenses, damages, and liabilities of third parties, including attorney's fees, arising from or pertaining to the use, possession, operation, or installation of equipment. Buyer further agrees to defend, protect, and indemnify STC for any damage or loss suffered by STC as a result of Buyer's breach of any term or condition herein. The Buyer's agreement to indemnify and hold STC harmless will continue for as long as the equipment is in use and extends to all claims of third parties, including claims based on intentional conduct, active or passive negligence, or strict or product liability on the part of the STC, its agents, servants, or employees. STC warrants that the equipment provided will conform to its associated documentation under normal use and operating conditions for a period of ninety (90) days from the date of acceptance. If, during this warranty period, any of the equipment or parts are defective or malfunction, they will be repaired or replaced, at STC's sole option, free of charge. Warranty repair is done 8am — 5 pm Monday through Friday, excluding holidays. This warranty will not apply if the damage or malfunction occurs, through no fault of STC, while the system is in the possession of the Buyer, or because the system has been adjusted, added to, altered, abused, misused or tampered with by the Buyer, or otherwise operated or used contrary to the operating instructions. If inspection by STC fails to disclose any defect covered by this limited equipment warranty, the equipment will be repaired or replaced at Buyer's expense and STC's regular service charges will apply. STC is not the manufacturer or developer of any equipment, software, or products sold, leased, or provided hereunder, nor is it the designer of record of any system installed hereunder. STC's design efforts are limited to providing the intended results of the design efforts of others. STC will indemnify and hold harmless the Buyer from any judgments obtained by third parties based on claims of bodily injury to third parties, or direct damage to the tangible property of third parties, to the extent caused by the wrongful or negligent acts of STC, its officers, directors, agents or employees and occurring while STC employees are performing service on equipment at Buyer's site. 13. DISCLAIMER OF WARRANTIES - WITH THE EXCEPTION OF THE WARRANTIES SET FORTH HEREIN, STC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE SYSTEM OR SERVICE SUPPLIED MAY NOT BE COMPROMISED, OR THAT THE SYSTEM OR SERVICE WILL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH IT IS INTENDED. IN NO EVENT WILL STC, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES BE RESPONSIBLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER. STC MAKES NO WARRANTIES CONCERNING ANY EQUIPMENT OR DEVICES ATTACHED TO BUYER'S SYSTEM UNLESS SUCH EQUIPMENT OR DEVICES WERE ORIGINALLY PURCHASED AND INSTALLED UNDER THIS AGREEMENT. 14. INFRINGEMENT INDEMNIFICATION - If STC has received fromthe manufacturers of the Software and/or systems STC installed hereunder an agreement to indemnify and/or defend any claim or suit or proceeding brought against STC based on a claim that the sale, use or transfer of any system is an infringement of any third party's patent or property rights, then STC shall indemnify Buyer and defend Buyer against all such claims to the extent (and only to the extent) such an indemnity and/or defense is provided by the pertinent (system) manufacturers. 15. LIMITED LIABILITY - UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE IN ANY WAY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST BUSINESS OR PROFITS, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT BASED IN BREACH OF License Information: https://www.securitastechnology.com/licenses Rev. 06/2023 WARRANTY, CONTRACT, OR NEGLIGENCE OR OTHERWISE IN CONNECTION WITH THE MANUFACTURE, USE OR SALE OF THE PRODUCTS OR SERVICES PROVIDED HEREUNDER. NOTWITHSTANDING THE FOREGOING IF FOR ANY REASON EITHER PARTY IS FOUND TO BE LIABLE, IN NO EVENT SHALL SUCH PARTY'S LIABILITY EXCEED THE GREATER OF THE AMOUNT PAID UNDER THIS AGREEMENT OR $75,000. 16. OTHER - Governing Law: This Agreement shall be governed by the laws of the State of New York and shall be construed in accordance therewith. Any disputes shall be tried in a court of competent jurisdiction in the State of New York. If any provision of this Agreement is declared by any arbitrator or court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions which shall be fully severable and the Agreement shall be construed and enforced as if such invalid provisions had never been included. For tracking of equipment covered by leases and service contracts as well as tracking of warranty on purchased equipment STC may attach an STC sticker and/or bar code label to the equipment prior to delivery. If the equipment is not covered by a lease or service contract and you do not want the stickers attached, STC must be advised at time of ordering. Buyer represents that it is not subject to any economic or trade sanctions and will immediately notify STC if it becomes subject to such sanctions, in which event STC shall be entitled to immediately terminate this Agreement. 17. ELECTRONIC SIGNATURE LAW - The parties agree that Buyer's request in any form to receive items, whether by fax, e-mail or other tangible or nontangible means, shall be sufficient to subject any such items delivered pursuant to such request or otherwise produced or delivered to Buyer, to the terms of this Document. Any requirement of a further signed writing to make such a request a binding obligation of Buyer, or to subject any such Items is expressly waived by Buyer. The parties agree that application of a cursive or facsimile signature and transmittal of an electronic copy of this Document or other ordering document shall be sufficient to bind each party to the terms of this Document, and that an electronic reproduction of this agreement or other ordering documents shall be given the same legal effect as a written document signed by a party. THIS PROPOSAL IS PROVIDED TO BUYER IN RESPONSE TO BUYER'S REQUEST FOR EQUIPMENT AND/OR SERVICES FROM STC AND IS SUBJECT TO ANY LIMITATIONS SPECIFIED BY BUYER (e.g. BUDGET CONSTRAINTS, LIMITED AREAS OF COVERAGE, ETC). BUYER UNDERSTANDS AND AGREES THAT NO WARRANTY OR GUARANTEE CAN BE MADE THAT A SECURITY SYSTEM WILL PROVIDE COMPLETE PROTECTION FROM ANY LOSS BY BURGLARY, HOLDUP, FIRE, OR OTHERWISE, AND NO SUCH GUARANTEE OR WARRANTY IS PROVIDED HEREIN. THE STC TERMS AND CONDITIONS (THE "TERMS AND CONDITIONS") ARE ATTACHED TO THIS PROPOSAL AND ARE INCORPORATED HEREIN BY THIS REFERENCE, AND BUYER HAS READ THE SAME AND THE REMAINING PARTS OF THIS PROPOSAL. IN CASE OF ANY CONFLICT BETWEEN ANY PROCEEDING PORTION OF THIS PROPOSAL AND THE TERMS AND CONDITIONS, THE TERMS AND CONDITIONS SHALL CONTROL. This Document constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements with respect thereto, whether written or oral. This Document may only be modified in a writing executed by both parties. Securitas Technology