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<br />Inc,
<br />Integrated Security Systems
<br />Terms and Conditions
<br />DEFINITIONS
<br />0 ,1 "Equipment" means the equipment covered by the Serv ices to be perfonned by under th is
<br />Agreement, and is identified as all access control, security, and fire alarm equipment In both the
<br />office and the lab buildings .
<br />0 .2 "Services" means those services and obligations to be undertaken by Camtek In support of
<br />CUSTOMER pursuant to this Agreement, as more fully detailed in the attached work scope
<br />document(s), which are incorporated herein.
<br />COVERAGE
<br />C.1 CUSTOMER agrees to provide access to all Equipment covered by this Agreement . Camtek
<br />will be free to start and stop all primary equipment inc idental to the operation of the system(s)
<br />as arranged with CUSTOMER's representative.
<br />C.2 It is understood that the repair, replacement, and emergency service provisions apply only to
<br />the access control, security and fire alann equipment. Repair or replacement of non~
<br />mainta inable parts of the system such as, but not li mited to, ductwork, unit cabinets, insulating
<br />material , eleC1rlcal wlrlng , structural supports, hangars and other non·moving parts, is not
<br />Included under this Agreem~~t . Costs to repair or replace such non·ma intainab le parts will be
<br />the sole responsibility of CUSTOMeR'.
<br />C.3 Camtek will not reload software, ,;or make repairs or replacements necessitated by reason of
<br />nog l19once, V!ll1tl311 ~rn 'or ml sUte of the E~ulplO1"n l flY. pesso~s other than Ca mlek or Its
<br />efTlPloy"es, Of caU511d by IIghlri ln Q. fiood or w.~rclIllna!lO Ifllm any source, el ecUI~1 slorm, or
<br />oUIt!{ violenl Wo alher Of by an y olher cau se bovolld C mll!~'s Cl)ntrol. Caml~k wJJl provide
<br />such services at CUSTOMER's request and at an additional charge pursuant 10 the labor rales
<br />then In effect, or as stated elsewhere In this Agreement. This clause shall supersede and lake
<br />precedent over any Emergency Service clause or provision contained elsewhere In this
<br />AIJ ,"rnGnt.
<br />C.4 TIlls /\greemenl aS$IIm~ '¥I' ~G ~I01II s And /", Eqd l~m'an t IlIdiJ ded In Ihe atb>ch~d
<br />e qU,~"*'t Llsl are In l\1 aln lail)9bIo CSlnd,~on , If rn nlllrs ate 'nneoiss<Vy upon in itia l InspacUo ~,
<br />r.p ... chnrg es will be s ubmit!od for ooprovnl. SMovld lruts . chs'llos be declined, Ihose nO!1-
<br />mainlainable Items will be eliminated from coverage under this Agreemenl and the price
<br />ndluslIiiI o;ccOrdillg ly. System O'IuIMlOllI' d.lm\ed to tH. no Ionafir aconbmgOIl J1IG1I1181 nable
<br />(0/;11:01"10 ) byClialtek wifi be idRnU ned IIt roughoUl th~.1 0 nn of tills og ,.eman,lood 1It1lUl/h1. to the
<br />CUSTOME R'$ al tent lo n and m;l)' be f1IIT\DYGU l rom thIS sP. AgteerntI1I1 OO"COY6fa\l4tYpe on
<br />the equ ipment Idenlined may be reduced .
<br />C.5 In the event thalthe system or any equipment component thereof is altered , mod ified, changed
<br />or moved without the authorization by CAMTEK , th is Agreement may be immediately adJusted
<br />or terminated, at Camtek's sole option. CAMTEK shall not be responsible for any damages
<br />resulting from such alterations, modifications, changes or movement.
<br />C.G Maintenance, repairs. and replacement of Equipment parts and components afe limited to
<br />1'II,1oI1n9 to proper working condition . Camtek shall not be obligated to provide rep laC8tn~'t
<br />software, equ lpmenl, components andlor parts thal represent a sign ificant bettennent Of tiJpllQI
<br />Improvement to CUSTOMER'S system(s) hereunder.
<br />C.7 Unless otherwise specified, CUSTOMER reta ins all respons ibility for mainta ining LANs , WANs ,
<br />leased lines and/or other communication mediums Incidental or essential to the operation of the
<br />system(s ) CH Equip ment listed on the attached Equipment List.
<br />C.B All non-e merg e ~ty:.ervlces under Ihis Agreement will be perfonned between the hours of 8:00
<br />a.m. -5:00 p.m. local time Monday through Friday, exclud ing federal ho li days and nonnal
<br />Camlek observed holidays . tf for any rea son CUSTOMER requesls Camlek to furn ish any tabor
<br />or services outside of the above stated hours , any overtime or other additional expense
<br />occasioned thereby, shall be billed to and paid by CUSTOMER except as may be provided
<br />under the Emergency Service section or Special Provisions of this Agreement.
<br />C.g CUSTOMER will promptly notify Camtek of any malfunction In the system(s) or Equipment
<br />covered under this Agreement that comes to CUSTOMER's attention.
<br />. PRICE , BI LLING, mM AN D Ia!MINAT1QN
<br />P.1 CU STOMeRafl~1I pa yOfcatUO 10 be pal<lloCam tltl<,thG l u n ~'Q (0/ \he SclV ellS ii. GP<!ciI1ad
<br />o~ lM "~t PlI!I O 0/ tIl)s 'Ag reemenL CIiMl& 8bsU sUbmll OIInu~1 In'IOfCeli unless otho'rwlse
<br />SIlBCIl16d 10 Cj.ISTOME R \n advan "" fo< SQlVicas to i>e potfqrm od ctu~nQ til e tu b$Qq wn~b IUrn g pet!ot!, end payment .hall , be ~ upcn ntOOlpl' 01 tn In volco 0010, Poy"",'nlS fli, StNkei past
<br />du0 '11Ol1l tIiM ta n '(IO) days SboJJ ~cillo "'oorest/co m thl! duo dOl e 10' the d O\(! of p<>ymenl al
<br />Ihs rot .. 01 <H1C 118rc;co l (f ~1 per month. cO mp<>und<ld mC!l'thfY, or Iha htg~~.Sl l eg I "'''' Ihjlll
<br />nllowad. CUSTOMER ,huQ,,,.,y II llOOtoy DAd/CH (0110<110<1 rllll~ InCUf/Od tiy C~mle~ III
<br />co~Gcllllg any pli ~1 due omOUll1S.. . .
<br />P.2 c;,'n\~k (RlI)' ~91 1110 IlIlnual pt1ce 0/, this "l1ree'l"lnl p e!fodl""~y dllling , 11111 tenn of this
<br />~t~.m ."1 (ellliet up Cl dcwo~ CUSTO MER ag'/_ 10 pay rqr 1nl' ""!I oU .led Increase or
<br />de er .... e In sCOp e <I t :""'IeIl$',wbelh or or not.a oh onge OI dor Is IS$U e<\ to tho main contract
<br />between the CUSTOMER and Camtek, W additional systems and equipment are added or
<br />deleted 10 the scope of this Agreement such as but not limited to remodellng of existing
<br />facilities, additional bulldingslfacllltleslinfrastructure, lenanUown er Improvemenls or other facility
<br />expansions and modifications at the locaaor)s serviced by this Agreement.
<br />P.3 Following Ihe Inillal term of Ihls Ag roemon l as noted on Page 1 of this Agreement and tilled,
<br />"Tatm"'. this Agro oment will aOlomnilcolly ",now tOf .uccessive 00'" (1) ye.r PllJ\od~ unless
<br />""ncei.e d prlor to .IIlQ OIIIn el"'Y din! ""UI 311eM11 lIIirty (30 ) day w,It!Qn notl co !o;ultd ·by the
<br />«~ST0MER. Slrclt .""cellftlloll ' shsllllr/cct only (ulurn obligati ons and ~ablllUeS ancl llOl any of
<br />Ill. 1'i'S! naM~I".:or objlgaUon3, Th . ~TO,¥eR shnn nlll b~ E!JI~«od 10 ony rolund, Cl(
<br />rep t~oem.nt~, A!l,~enl' Ul al 8'" lI(I\9fIl nU caUV (tn.woO blf)'Cnd th. Inl\lollet1n may be
<br />~"bl .GI to a 'mInIn1um pi1eo Inotaa!<> b.asa d ·OII 1110 pu b "'B""~ U.S. O ~partm~n l af Looor,
<br />SOI\.lVmor . p riG" In da ~. tCP1) ~l \11 e Ilmo 0( rG ",~waJ PfOvtd~d 1h3t. CA¥TEK IVm sh
<br />CU STOMS R with ;0 proposal dalJllllng th~ pnoo Incn:aso al loast ~lX ly (00) If ys b<ir0lll
<br />anl'll\h!lSaiy date . ' . .
<br />P . 4 SIlSTOMER agrees to pay any sales, excis e, use or other laxes , now or hereafler levi ed,
<br />which Camtek may IHt ~Il r.d 10 pAyor colle r-I ln r.nnner.l inn wllh Ihl. Agreem enl.
<br />P.S CUSTOMER may 1~In.l e this Agreemenl for cause after giving Camlek Ihlrty (30) days
<br />advance wrltten notice. All services received to date of cancell ation must be paid In full.
<br />P.6 Camlok may lermlnate this Agreament for causo (Including, bul not limited to , CUSTOMER'S
<br />failure to make payments as ag reed herein) afte r giv ing CUSTOMER thirty (30) days advance
<br />wriUen noUee.
<br />P.7 Th is Agreemenl may be cance led or modified al CUSTOMER 'S option In lhe event the
<br />CUSTOMER's premises are deslroyed. tn th e event of such cancellation, ne ilher party shall be
<br />liable for damages or subjecl to any penalty , except that CUSTOMER will remain liable for
<br />Services rendered to the date of cancellation .
<br />P.B The CUSTOMER may lermlnate the Agreement In whole or In part whenever the CUSTOMER
<br />determines, In Its sole discreUon that such terminati on is in the best Interests of the
<br />CUSTOMER. Whenever the Agreement is lermlnated In accordance with this paragraph,
<br />CAMTEK sha ll be entitled la payment for actual work performed al unit contract price s for
<br />completed Items 01 work. In the event of such tennination, an equitable adjustment shall be
<br />made In the compensation payable to CAMTEK.
<br />An equllllblQ ;njlllltmlfl'llNllha conlmct pri r:a IO! pa rti<lll)'complolull lloms of wolil will be made ,
<br />lIut ,uch adJu,unenl shall no t ltu:tlld. provlslo n·lo r Iou of BIlI\eJpated p lOfit on delOll!d or
<br />unoomplo l<h1 wof!\. T<iml nollon d th is Ag 'l'!l~n tI1Y !he:CUSTOMER III an y tl mo du ring the
<br />lenn, whether for default or convenience, shall not constitute a breach of contract by the
<br />CUSTOMER.
<br />P.9 In Ihe evenl CAMTEK has failed 10 perfonn any obligation to be performed by the
<br />CAMTEK under this Agreement within Ihe time set forlh In this Agreement, then the
<br />CUSTOMER may, upon written notice, withhold all mon ies due and payable 10 CAMTEK,
<br />without penalty, unlil such failure to perfonn Is cured or otherwise adJudicated.
<br />P.10 If suffici ent funds are not appropriated or allocated for payment under this Agreement for
<br />any future nscal period , Ihe CUSTOMER will not be obligated to make payments for
<br />services or amounls Incurred after the end of the currenl nscal period. No pena lty or
<br />expense shall accrue to the CUSTO MER In the event Ih ls provision applies .
<br />GENMllkI6RI4$ AND CON O!!IONS
<br />G.1 Conndenllal Information : Except to Ihe extent otherwise provided by governing law,
<br />CUSTO MER agrees that, during the lerm of this Agreemenl, CUSTOMER or
<br />CUSTOMER'S emplo yees, ass ignees and agents will nol, without Camtek prior written
<br />pennlss lon, disclose th is Agreemenl or any manuals, data or Inspection reports relative to
<br />this Agreement to any organization or individual, and will treal alllnfonnatlon provided by
<br />Camtek as proprielary.
<br />G,2 Assignment and Delegation: The Parties may not assign their rights or delegate their
<br />obligations under this Agreemenl , in whole or In part, without the prlor written consen t of
<br />the other Party.
<br />G.3 CUSTOMER shall be responsible for maintaining all liability and property Insuran ce.
<br />Camlek shall be responsible for maintaining all liability and property insurance as dictated
<br />in Ihe professional services agreement signed by the parties for the Installation of the
<br />equipmenl.
<br />G.4. The CUSTOMER agrees 10 and Sball defend , indemnify and hold hannless CAMTEK, Its
<br />appolnled and elective officers, agents and employees, from and aga inst all loss or
<br />expense aris ing from CUSTOMER's perfonnance or duties under th is Agreement,
<br />Including but not limited to Judgments , settlements, reasonable attorney's fees and costs
<br />by reason of any and all claims and demands upon the CUSTOMER, Its elected or
<br />apPOinted offiCials, agenls , or employees for damages because of personal or bodily
<br />InJury, Includ ing death al any II mo [(!JU ltlng therefrom , sustained by any person or persons
<br />and on accounl of damage 10 p"'p"ny Including loss of use thereof, provided that: (a)
<br />CUSTOMER shall have no duties to defend, indemnify or hold CAMTEK hannless In the
<br />event such injury to persons or damage to properly Is due to the sole negligence of
<br />CAMTEK, Its appointed or elected officers, agenls and employees; and (b) In the event of
<br />concurrent negligence between CUSTOMER and CAMTEK or their respective appointed
<br />or elecled officials, agents, or employees, CUSTOMER's dUties to defend, indemnify, or
<br />hold CAMTEK harmless shall be limited to CUSTOMER's proportiona te share of any faul t
<br />or negligence. This Indemnification shall survIve lennlnatlon of this Agreemenl for
<br />whalever reason. It is furlher provided that no liab ili ty shall allach to CAMTEK by reason
<br />0 ' IIfIlllflno Into this contract, excepl ~s ~xpressly p 0 dad herein.
<br />G.S W.".nObs and Limitation of LI.bll, ... : Camtek will roplace or repair any product Camtek
<br />provides or CUSTOMER procures under this Agreement that fails within the warranty period
<br />(typically one-year) due to defective workmansh ip or malerials . The failure must not result
<br />from CUSTOMER's negligence; or from fire. IIghlning, water damage, or any other cause
<br />beyon d Camlek conlrol . This warranly applies to Camtek manufactured or fabricaled and
<br />oulside-purchased (for resale) produ cts . The warranty effective date Is the date of
<br />CUSTOMER acceptance of the product or the date CUSTOMER begins to receive beneficial
<br />use of Ihe product, whiChever comes first. Camtek shall not be liable for any damages ,
<br />losses, expenses, or other costs incurred by CUSTOMER caused by any defecls, failures, or
<br />deficie ncies In any CUSTOMER-furnished or CUSTO MER-supplied hardware or equ ipmenl.
<br />G.6 Camtek shall not be liable for damages cau sed by delay or Interruption In Services due to fire
<br />or fiood; strike, lockout, diS4>ute wfth workmen, Inability to obta in material or services , war,
<br />acts 01 God or any other COW" t.oyOO d Camtek's reasonable control. ShbIJld 'any part of the
<br />system or any Equipment be damaged by nre, water, water leakage, freezing pipes, ~~lIIlr1 g,
<br />acts 01 God, third parties or any other cause beyond Ih e control of Camtek, any rep.olrs or
<br />replacement shall be paid for by CUSTOMER.
<br />G.7 Indemnity and Limitation of Liability : CAMTEK agrees to and shall defend , Indemnify
<br />and hold hannless the CUSTOMER, Its appointed and elective offic ials, agenls and
<br />employees , from and aga inst alllos8 or expense arising from Camtek's performance or
<br />duties under this Agreemenl, Including but not limited to judgments, settlemenls,
<br />reasonable attorney's fees and costs by reason of any and all claims and demands upon
<br />CAMTEK, Its elected or appointed officers, agents, or employees for damages because of
<br />personal or bodily inJury, Includ ing death at any lime resu lting the refrom , sustained by any
<br />person or persons and on accounl of damage to proPl1<1Y Including loss 01 use thereof,
<br />prov ided Ihat: (a) Camtek shall have no dulles to del"'1Cl, Indemn ify or hold CUSTOMER
<br />hannless In the event such Injury to persons or damage to property Is due to the sole
<br />negligence of the CUSTOMER, its appointed or elected offiCials, agents, or employees;
<br />and (b) In Ihe event of concurrent negligence between Camtek and CUSTOMER or Iheir
<br />respective appointed or elected official, agenls or employees , Camtek's duties to defend ,
<br />Indemnify, or hold CUSTOMER hannless shall be limited to Camtek's proportlonale share
<br />of any fault or negligence . This Indemnificati on shall survive term ination of th l.
<br />Agreement for whalever reason . It Is furlher provided that no liability shall attach to the
<br />CUSTOMER by reason of entering Inlo this contract, excepl as eAPfll.5lY proy.ld ed herein.
<br />G.S The parties further agree that Camtek Is nol an insurer; that the S ~ pwOIID sed herein are
<br />designed only to reduc e Ihe risk of loss; that CUSTOMER chose the level and scope of
<br />services being prov ided by Camtek from a variety of service options. The parties furlher agree
<br />thal Ihls Agreement shall nol confer any rlghls on Ihe part of any person or enlily not a party
<br />herelo, whether as a third-party benenclary or otherwise .
<br />G.9 With respect to the perfonnance of Ihis Agreement and as to claims against Ihe
<br />CUSTOMER, Its officers, agents and employees, CAMTEK expressly waives 115 immunity
<br />under Tllle 51 of the Revised Code of Washington, the Indust~allnsurance Act, for
<br />InJurles to Its employees and agrees that the obllgallons to Indemnify , defend and hold
<br />harmless provided in this agreement extend to any claim brought by or on behalf of any
<br />employee of CAMTEK. Thl. watver ts mutually negotiated by Ihe partle. 10 this
<br />Agreement.
<br />MISCELLANEOUS
<br />M,1 Extenl of Agreement: Excepl as and to the extent pro vided In this Ag reement represen ts the
<br />entire Agreement between CUSTO MER and Camtek for the Services described herein and
<br />supersedes all prior negot1atl ons, representations or Agreements between the Part ies re lated
<br />to the Services described herein.
<br />M.2 None of the provisions of this Agreement shall be modined, altered, changed or voided by any
<br />subsequ ent purchase ord er or other document unilalerally Issued by CUSTOMER that relales
<br />to the 5UbJ«1 matlar of In;' Agl"",manl This Agre~~~:v.:e~ Wll tten
<br />Ins lrum anl cignod by both ~.
<br />M.3 This "'9,"""'1'11 .... UfMS aiA I, Oil"lpm"nt and lab or be pro • c wItIt Ihe
<br />Intended or agreed job schedules. In addition, Camtek shall not be liab le for any delays
<br />K ITIITAS COUNTY SHEA lf
<br />ACCOUNTING
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