HomeMy WebLinkAboutMAINTENANCE CONTRACT WITH SIMPLEX GRINNELL FOR SECURITY SYSTEM AT JUDICIAL CENTER � �
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Custameri Augusta Judtcfal Cent�er ' Augusta Judicial Cen#er
' Date: 22»JUN•12 ' ' ' 735 James Brown Bl�d
Prpposal #.987935 AUGUSTA, GA 3Q901
Term:Q1-APR-12 t� �1-MAR-17 '
Seroice L.ocation: SimplexGrinnell
Augusta Judicial Center Sales Representative:
735 James Brown Bivd 3243 Sunset 8lvd
AUGUSTA, GA 309b1 WEST COI.UMBIA, SC 28169-3427
iwolfe@simpl exgri n netl.com
INVESTMENT SUMMARY
�Excludes applicable Sates Tax . Servlce Solutron Vaild for45 Days}
SERVICE/PROf7UCT �ESCRtP71t�i� QUANTITY FREQUENCY lNVESTMENT
Recurring Annuallnvestment
Access Controf Test & lnspect - Paris and
Labor
C CURE SYSTEM
Access Corttrol Worksfation 2 Annual
Access Control Test & lnspect - Parts and Labor Total: $18,500.00
Software House Saf#ware Support
C CURE SYSTEM
Software House Software Support TotaL• $1,500.00
CCN Tesf & Inspect - Parts and Labor
CCTV SYSTEM
Camera 86 Annual
DVR 1 Annua!
Monitor 12 Annual
Multiplexer 1 Annual
CCN Test 8lnspect • Parts and Labor Total: $6,725.Qfl
' I , " + �
Totai Recur�ing Annual Investment: `� s i i
SG0009 US.ENG (Rev. 42/2010) Page 1 of 9 02010 SimplexGrinnet! LP. A!t rights resetved
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SUMMARY OF SERVICES
CCTV Test & Inspecf - Par#s and Labor - CCTV SYSTEM
PANEL ANq PEf2iPHERAL COMPONENT REPLACEMENT �OR LiST�D WTEGRA7ED SECl3RfTY SYSTEMS:
The Platinum Pian covers component replacament on the centraf process}ng unit, including reprogramming of
system due to faifure, replacement of circuit baards, and componer►ts in ihe control panels, annunciatar panels,
transponders, printers, keyboards monitors, and peripheral devices (Motion sensors, access control readers, clased
cireuit television cameras, monitors, audible/ visibie units, door contaets.) associated with system. Fteptacement of
fauliy wiring, batteries, and/or ground #aults are not covered.
TEST AND INSPECTION OVERVIEW:
SimplexGrinnell lrained technicians wili perform inspections and diagnostic tests for the accessibte peripheral
devices listed and currently cannected to the facility iife safety system. Tests will be schedufed in advance. (See
"�ist af �quipmen#° page for equipment to be tesfed.)
DOCUMENTATiON;
Accessibte campanents and devices shal! be logged #or.
- Location ofi eaeh device tested, inciuding system address or zone lacation
- Test results and applicable voltage readings
- Any discrepancies found noted (individually and on a separate summary page)
Inspection documentation provided to Custortter. Nt?TE: Certain additional services may be required by the
Authority Having Jurisdictian (AHJ). AHJ or internal organizational requirernents may be more resfrictive than
statelprovincia[ requiremer�fs, Building owners and managers should make themselves aware of applicable codes
and re#erences in orde� to ensure that contracted Services fulfill requirements.
Access Gontrol Test & Inspect - Parts and Labor - C CURE SYSTEM
PANEL AN� PERIPHERAL COMPONENT REPLACEMEIVT �OR L.iSTEp tNTEGRATED SECURI7Y SYSTEMS:
The 1'latinum Plan covers component replacement on the centrat processing unit, including reprogramming af
system due to failure, rep{acernent of circuit boards, and components in the contrai panels, annunciafor paneis,
transponders, printers, keyboards monitors, and peripherai devices (Molion sensors, access controf readers, ctosed
circui# tefevision cameras, monitors, audible/ vESible units, door contacts.} associated wiih system. Replacement of
faulty wiring, batteries, and/or graund faults are not covered.
TEST AND tNSPECT(ON C}VERVIEW:
SimplexGrinnell trained technlcians will perform inspections and diagnasfic tests for #he accessib(e peripheral
devices [isted and currently connected fo the facility life safety system. Tests will be scheduled in advance. {See
"�.ist of Equipment" page for equipment to be tested.}
DOCUMENTATION:
Accessible comp�nenis anc! devices shall be lagged for:
- Loeation o# each device #ested, inctuding system address or zane location
- Test results and appllcab(e voltage readings
- A�y discrepancles found nvfed (individually and on a separate summary page}
Inspection dacumentation provided to Gus#omsr. NOTE: Ceriain additiona! ser�ices may be required by the
Authority Naving Jurisdiction (AHJ). AHJ or internal organizational requirements may be more restrictive than
statelprovincial requirements. Building owners and managers shauld make ihemselves aware of applicable codes
and references in order ta ensure ihat contracted Services fulfiil requirements.
Access Control Software Services Agreement (SSA)
A customized soffi�vare support agreement far your access control system. 7his includes sofiware and firmware
SGOQOt US.ENG (Rev. 12/2040) Rage 2 ot 9 �320i0 SimplexGrinnell LP. Ail righls reserved
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Emergency Service (Normal Workir�g Hours)
Emergency Service (Provided during norrnaE working haurs, Monday-Friday excluding SfmptexGrinnell holidays).
This service includes labor, travel, and mileage charges for repairs associated wifh normal wear and tear. Sianda�d
service will be provided within 24 hours of natification Monday through Friday, excluding SimpfexGrinnell hofidays,
unless outlined in the agreement.
NOTE: Cusfomers wi#h Platinum, Gold Parts/Labor ar Gold Labor will be invoiced at standard (normai working
hours) labpr rate for biliable after hours service calls.
SERVICE C4VERAGE,
Silver Service Plan - Labor charged at sfandard service rates up ta and includPng overtfine
Gold Parts Service Plan - Pane1 Parts incEuded. Labar charged at standard service rafes up #o and including
overtime
Gold l.abor Service Plan - Panel Labor included. Parks not inctuded
Gold ParksfLabor Serv�ce i'lan - Parts and Labor included on panel anly
Pfatfnum Service Pfan - Parts and Labor lncluded on covered sys#em
SGOOOi US.ENG (Rev. 12l2010) Paga 3 of S O 2010 SlmpiexGrinnelE tP. All rights reserved
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SPECIAL PROVISt�JNS
This agreement rnrill cvver a11 parts and labar on the Access Ganfrol and Aiphone System.
90 Panic Switches ,
11 1STAR Contral Panels
2 Work Stations ,
123 Proximity Readers
1 Sadging System with Prinfer
1 Video Switcher
2 CCN E�enf Alam� Work StatEon
7 Audibfe Alarm
14 Indoor Vande! Resistant Vtdeo Statian Inier.
2 Outdoor Vandel Resistant Video Stat Inter.
12 Handset Sub Stations
�` This agreement wip cover the flber and cat 5 cabting for the access control, CCN, and intercom. We will noi cover
any fiber or cabling if it was cut by a contraetor or by staff on premisis. We oniy fiber and ca�fe fhat is defective. We
will cover ail patch panels as well. This agreement will also cover #he gate are in parking tot.
� This agreement is for thg Software Service Renewal License. This agreement will includ� two sof#ware revisions a
year.
� This contract shalt ferminate absolutely ar►d wi#houf further obfigatlon on the part of the Client at #he close of the
calendar ysar in which it was execufed and at the close of each succeeding calendar year for which it may be
renewad. 7his contraet shall au#omaticai{y renew for additional one (1 } year periods urtfess positive action is taken
by Client #o terminate this contract.
� The pricing is fixed for a five y�ar period. it will not go up or down during the five year period.
!�(, idemnity Revised:
Company will hofd Customer I�S O�IC8f5 directors, agents an� empfoyees (and ihe Owner, if required by the
contract documents) harmtess from damage, iiability and expanse ta the extent resuiting solely and directly from ihe
negligent acts or omissions of Company, iYs agents or employees, during and w)thin the scope of employment of
such persons. This hofd harmless provision will not apply to damage, IiabiMity ar expense resulting from or due to
the condition, non-functian, malfunction ar failure of the equipment, system or senrice in any respect, whether ar not
fhe failure of the aquipmen#, system ar service arises out of the negligent acks or omissions of Company, its agenis
or employees, which occurrences shall be controlled by the L'smifation of Liability provision of this Agreement.
SG0001 US.ENG (Rev. 12l2010) Page 4 of 9 � 2010 SimplexGr(nnell LP. Atf rlghts reserved
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This Service Solution (the "Rgreement") sets forth the Terms and Conditions for the prov�sion of equipment and
services ta be provided by SimplexGr�nnell LP ("Company") fo Augusta JudEctal Canter and is effective
01-APR-12 to 31•MAR-17 (the "fnitial Term").
PAYM�NT T�RM: Annua! In Advance
PAYMENT AMf3UNT: ''� • �d �� - Proposal # ; 187935
CUSTC}M�R AGCEPTANCE: In accepting this Agreement, Customer agrees to fhe Terms and Conditions on the
following pages and any aftachments or riders attached hereto that con#ain additional terms and conditions. It is
understood thaf these terms and conditions shall prevai! over any variation in #erms and conditions on any purchase
order or other document that the Customer may issue. Any ehanges in the system requested by ihe Cusfomer after
fhe execution of Agreemenf shall be paid for by the Customer and such changes shall be aufhorized in writing.
ATTEfVTiOld IS DIR�CT�D TU THE L{M1'CAl'ION OF LlABtLITY, WARRANfiY, INDEMiVlTY AND (}TNER
GQNDITlONS CONTAWED 1N THIS AGR�'�MENT.
Augusta Judicial Center S9mplexGrinnell
Signature:
Print Name: Phone #: � 3°" r°'�� �a "° o O�
Title: Fax #: '3 �`� �� �`" � � �
Phane#: License #:
jlf Applicablej
Auihorized � �
Fax #: Signature:
Email: Print Name: � �� �
PO#: Title: �� �-
Date: Da#e: D� � � � � r �
SG0001 US.ENG (Rev. 'l2/2010} Page 5 of 9 OO 2010 S1mplexGrinnelE LP. A1i righls reserved
� � TERMS AND CQNDCl14NS Q41-444 (Ihe "SA�£N Act"). As requtred under 6 G.F.R. 25,5 (e), to the
1. Term. The lnftia} Term of fh[s Agreement shail commence on lhe date of this maximum ex[ent permitied by 1aw. Company and Customer hereby agree to
Agreement and continue for ihe peri� indfpfed ln thts Agreement. At the waive the'sr �ight to make any claims against iMe vther toe any losses, inciuding
oonclusfpn of ihe initial Term, lhls Agreement shaH automaticalEy extend tor business InferrupUon losses, sustained by either parry or their respeclive
successive terms equal io ihe Initfal Term, each and together a'te:m° of this employees, resullitig from an activity resvt6ng from an Acl of Terrorism' as
Agreemenl, un[ess eilher par[y gives written rtotice to fhe oUter pariy at teast deflned In 6 C.F.R. 25.2, when QA7T have been deptoyed in defense agalnst,
thitiy (30} days pr[or to ths end of tha then�current tem�. respanse to, or recovery from such AcE of Tenorism.
2. Payment. Paymenfs shall be Involced and due in accordance wtith !he terms 7. Irtdemnity. Customer agreas to indemnffy, hotd harmless and defsnd
and condNions set forth fn thls AgreemenE. Work pertomted on a time and Company against any and all losses, damages, costs, (ncluding expart
maferiat basis shafl be at the then-prevailing Campany rate for material, fabor, tees and cosfs, and expanses IncluQing reasonable defense costs.
and re[ated ilems, ln effect at ttre time suppfied under this Agreemant. arising from any and a0 thErd party claima for personal fnjury, death,
3. Prtcing. The pricing sel forth In thls Agreemenf is based on the number of property damage or economic Ioss, aristng in any way irom any act or
devices and services to be performed as sel foAh in ti�is Agreement. it the omtsslon of CusEomer or Campahy relattng In any way to this Agseement,
actual number at devEces Eastakted or se[vices to be periormed is greater ihan including but not fimifed !p fha Services under this Agreement, whether
ihat set foAh in this Agreement, the prtce wSlt be inereased accordingiy, such ciatms are based upon contracf, warranty, tort (including but not
Company may ir�ease prices upon rrotice to ihe Customer or annually fo Iimited to aetive or passive neglfgenes), sfriet fiability or otherwise.
refleci increases in material and labor costs. Customer agrees Eo pay all taxes, Company reserves the right to select counsel lo represent iE in any such
permtts, and other changes, Inctuding but not limfted to s4ate and ta:al sales aciion. Gusfomers responsibllity with respecf to indemnlftcation and
and exase taxes, installaibn w alarm permits, false atarm assessmeots, or defense of Company with respect to f�onitoring Services is sat forth in
any charges imposed by any govemmeat body, however designated, levied or SecHort 17 of Ihis Agreement.
based on ifie service charges pursaant to this Agreement The Customers g. Gerteral Provisions. Customer has setected ifie service lavel desired after
fa9lure #o make payment when due is a mate►la! breach ot thls Agreement. ��g�E�� and batancing various levels of protection afforded, and thelr
4. Code Compliance. Company does not uaderfake an obiigation to inspect related costs. Customer acknowted$es and agrees lhat by lhis Agreemenl,
for comp!'iartce with lavrs or repuEatlons unless spsciflcal{y sta[ed in this ��ny, unless specificelfy stated, does not undertake any obfigation to
Agreement. Customer acknow9edges that the AuUwrity Having Jurisdiction �pnfatn or render Custome�'s system or equfpment as Year 2000 complfant,
(e.g. �ire Irfarshal) may esfa4�ish addiUonal requirements fa compllance wifh �yry�� shatl mean, capaD�e of correctly handling the processing of caEendar
locai codes. My add'rtional services or equipmenf required will be pro�ided at dates be(ore a aRer December 31, 4989. Aii work io be performed by
an addltionat cost to Cusfomec Cpmpany witi be periormed duRng normal vrorking hours of trotmal working
5. Limitatipn of Llabifity; Limitations af Remedy. Customer underslands days {8:00 a.m. - 5:04 p.m.j, Monday lhrough Friday, aacdudtng Compeny
that Company otfers sevarai levsls of protecfior� seMces and ihat the tevel }���aysy, as deftned by Company, unless addiibnat times are specificaEly
described has beeo chasen by Cusiome€ a8er consideArEg and bafancing described in th3s Agreement. Afi worK performed unscheduled unless
various levels of protecNOrt aSorded and their related oosis. It is understood othenvlse specafied i� this AgreameM. Appoiniments schedu�ed tor four-hour
and agreed by tha Customer that Company is not an Insurer and that y,rindptiy. Addidonat charges may appfy for special scheduting requests, e.g.
insutance coveraga, if any, sf+atl be obtained by the Customer and that working around equipment shutdowns, afier hours work.
amounts payable to Company hereunder are b&sed upon ihe value oi the �pmpany wi11 perform the servkes described in the Service Sotuflon ('Se�v[ces
sBrvices and fhe scoAe of Ilability set foHh 1n this Agreement and are "j for one or more sysiem(sj or equipmant as described in the Service So[utlon
unrelated to the vdtue of the Custoaisr's property and the properfy of or !he listed altachments {°Covered System(s)"). UNLESS OTHERWiSE
othars located on Ihe premises. Customer agrees to look exciusfvely to SPECIFIED 1N 7HIS A6REEMENF, ANY iNSPECTlON jAND, SF SPECIFIEQ
fhe Customers fhsurer to recover for inJuries or damage tn !he event of TESTING} PROVIDEq UNDER THfS AGREEMENT DOES NOT INCLUDE
any loss or injury and that Customer releases and waives all right o� AN1' NUI�NT�NAt�[CE, REPAiRS, AL7ERATIONS, REPLACEMENF 9F
retovary agaEnst Compa�y artsing by way of subrogation. ComAany PARTS, OR ANY FIE1.D ADJUSTMENTS WHATSOEVER, NOR DOES IF
makes no guaranty or Warranty, including any impfied warranty of INCLUDE 'fHE GORRECTION dF ANY DEFlC1ENCtES 1DEN71FIE0 BY
merchanEa6tlity or filness for a particular purpose that equipment or COMP{WY TO CUS70MER. COMPANY 5HAi.l NOT BE RESPOtJSIBLE
services supplied by Company will detect or avert oceurrences or the FOR EQUIPMENT FAILUf2E OCCURRENG WHILE COMPAMY IS iN TNE
consequences therefrom that !he equipment or servlce was dasigned to P�aCESS OF FOLi.OWING 1TS ENSPECTtON 7ECHNIQUES, WHERE TtiE
detect or avert. it is impracticaf and extremety di(ficuft to 8x the actuaf FAlLURE RLSO RESURTS FftOM 7HE AGE Oft OBSOLESCENCE OF i"HE
damages, If any, which may proximately result trom fafiure on the part of ITEM !�R DUE TO NORMAL WEAR AND TEAR. THIS AGREEMENT DOE5
Company to perform any of its obBgaQons under this Agreement. NOT COV�R SYSTEMS, EQUIPMENT, COMPONEPt'TS OR PARTS THAT
Accordingly, Customer agrees Yhat, Company shall be exempf fram �E 6EtQW GRADE, $EHiND WALLS QR OTHER OBS7ftUC3tONS OR
liability for any foss, damage or inju►y arEsing direcHy or indirecfly from �T�RIOR TO THE BUICDIN6, ELECTRICAL WIRING. AND PIPiNG.
occurrenees, or the consequences t6erefrom, whfch the equipm6nt or 9• �ustomer Responsibltitt6s. Customer shatl reguiarly lest the System(s) in
service was deslgned fo deteot or averf. Shoufd Company he found ��ance with appiEcabte Isw and manuFac[nrers' and CompanYs
Ifable for any loss, damags or injury erising from a failure of the f����allons. Customer shall prompiEy noGfy Canpany of any malftmctfon
equipment or servfse tn any respect, Company's Ilablllfy for Services �n ihe Covered System(s) whkh comes to Custome�'s aUentbn. Thts
padormed on site at Customefs premises shafl be limited to an amount Agreement assumes any exlsting system(s) are in operational and
equal to the Agreemant pdce (as increasad by #he prlce for any additionaf �iniainable corM€tlon as of the Agreement date. If, upon InspecHon, Compaoy
work} or, where the tlme and material paymeni term is saEected, determines Ihat repalrs are recommanded, repair charges wilt be submltted for
Customefs time and matsrial payments to Company. Where this �PAroval by Custome�'s on-site tepresentepve prior to work. Should such
Agreement covers maltfpfe sites, Ilabllity shall be limited to the amount ��� �`°� ���ined, Company shall be relleved irom any and a11 tlabifity
of tha paymenis aflocable ta the site where Ehe incident occurred_ arisingtherefrom.
Cuslorr�er further agrees to:
Company�s liabilityr with respect to Monitoring Services is set forih in
Sectlon 17 of this Agreement. Such sum shall be compleie and • Provide Company dear access to Covered System(s} to be serviced
excic�slve. if Customer desfres Company to assume greater Ilablllty, the indlud3ng, If applicabSe, lift lrucks or other equ(pmeni needed fo reach
parties sha11 amend thls /�qreement by aftaching a rlder setting forth the Inaccessibfe eqWpanenl;
amount of addit[anat IlabiNEy and the additiona! amount payabla by the � Suppiy suitabte electriql senrice, heat, heat traang adequate water supply,
Cuslomer for the assumptlon by Company of such greater Ifabillty, a �d requlred system schematics and/or drawings;
provided however that such rider shaH in no way be lnferpreted to hold
Company as an 3nsuret. IN NO EVENT SFlALL COMPANY B� LIABLE FOR . Noti(y all requlred persons, including but noF [imited to au#horities having
ANY DAMAGB, Lq5S, lNJURY, OR ANY OTHER Ci.A1M ARISING FROM jurisdictfon, empfoyeas, and monitoring services; oC scheduled tesUng
ANY SERVICINCi, ALTERATIONS, MQDIFICATIONS, CHANGES, UR andlor repalrof systems;
MOVEMENTS QF THE COVERED SYSTEM{S), RS HEREINAF7�R
DEFINED, OR ANY O� ITS COMPONBkT PARTS BY TFfE CUSTOh1ER OR � Provide a saFe work envlronment;
ANY THIRD PARTY, C4MPANY SHALL NOT BE LIABLE FOR INqIREC7, . In the event of an emergency or Covered System(s) feiture, take reasonahle
lNCIDENTAL OR CONSEQUENTlAL DAMA6�5 OF ANY KiNO, pr � y ��� (a proteck agalnst personaE inJury, death, and/or praperty
INCLUpING BUT NOT LIMI7E0 TO pAMAGES ARiSING FRdM 7HE EfSE, damage and conUnue such measures unlil the Covered System{s) are
LOSS OF TH6 USE, PERFORMANCE, OR FAIE.URE OF THE CQYERED operal'anal; and
SYSTEM{S) 70 PERFORM. The limitations of Uabil[ty set torth in thts
Agreement shall Inure to the behefit of ail parents, subsidiarles and • Compfy w+�h a1! iaws, wdes, and regulatlor}s pertalning to the equipment
aHiliates of Company, whether dlrect or indirect, Company's employees, andlor servlces provided under this agresmeni.
agents, offlcers and dlrectots. Cuslomer represenis and warrants LhaE If has the right to aulhorize tiie
8. Reciprocai Wa[ver of Ciaims (SAFETY Actj. Cdtaln qF Companys Servlces to be performed as set forth in this Agreement.
systems and Services hava received CeAificason and{or Desig�ation as 10. Repai� Servlces. Where CusFomer expressly Indudes repair, replacernent,
Qualifled ME1-Terrorism Terfinotogles (°QAT7') under the Support and emergency response sendces In the Servtce SotuUOn sectton of thls
MU-terrodsm 8y Fostering Effectivs Teohnotagles Act ot 20Q2, 8 U.S.G. §§ Agreement; such ssrvices apply oniy to the components or eqa3pment of the
SG0001 US.ENG (Rev. 12l2010) Page 6 of 9 � 2010 SimptexGrinneti lP. A{f righis reserved
Covefed System(s). Customer agrees io promptiy reqaest rega[r servfces in cvntact li�e fire deparfinent or oiher authorilfes in the event oi a fire alacm. The
ihe event the System beoomes i�peraWe or othenaise requlres repatr. 7ha Customer understands ihat if if wishes to receive monttoring of its fire elarm
A9lEEtf18i1� price does not indude repairs to the Covered System(s) syslem� and nolificatlon af the fire dapartment w oiher auihorit[es 3n the eYenl
recommended by Company as a resuit o! an inspectlon, iw which Company of a�ire aiarm, i1 must seteci monitorfng services as a separate service under
will submft Endependent pricing !o customer and as lo which Company wiil noi this Agreamant. CUSTOMER FURTHER UNbERSTANDS AND AGREES
proceed anti! Customer authorizes such work and approves the pricing. Repair fiHAT TFE� TERNfS OF SECT[ON 17.F �F 7HIS AGREEMENT APPk.Y TO
ar repiacemant of non-maiotaina4la parts of the Covered System(s) induding, REivfOTE SERVICE.
but not Amlted to, unEt cabinets, Insvla0ng material, elecfrical wiring, structura! 17. Hlon{toring 3ervices. ff C�sfomer has sefecled Monitor3ng services, ths
supporls, and al! olher non-movfng paris, is nof included urtder th(s Agreement. folSowing shall appiy to such services:
11. Sysfem �qulpment. 1'he purchase af equlpment or periphera{ dev[ces, A. Afarm Monitorinq Servlce. Customer agrees and acknowledges that
{[nduding bul not limited to smoke delectors, passtve infrared deiectors, card Cwnpany's sole and on[y obligatan unde� this Agreement stiall be io provide
readers, 9pfIi1SCIET system componenFs, extlngtelshars and hoses) from alarm monitoring, notification, andlor Runner services as sei forth In tfiis
Company shali be subject to the temis and conditions of this �qreement If, tn Agreement and to endeavw to notity lhe party{!es) identified by Customer on
Companys sale Judgment, any peripherai devlce or other system equlpment, the ContacklCaN List ('CoMacis`) ancUor locai Emergency Dtspakh Numbeis
whlcii ts attached lo the Covered Sysfem(s), wheiher protided by Company, for responding authoriHes. Upon receipt oF an alamt s[gnai, Company may, at
Custorner or a th€rd party, inEerferes ►vith the proper operatson of lhe Covered our sole discrefson, attempE to natffy Ehe Gontacts to ved(y the signai is rwt
S/stam(s}, Customar shaff rerrwve or repface such device or equ(pment false. If we fali to notiy the Contacts or questlon Ehe response we r�eceive, we
prompi(y upon notice trom Company. Faiiure of Customer to remove or taplace will aflempt to notity the responding autfwrity. In the event Company receives a
!he device shal4 constltute a materfal breach of Ihis Agreerrtent. If CusEomer supervlsury signal or trou6le signai, Company shafl andeavor fo ptomptly notify
adds any lhtrd party davlce or equipment to 1ha Covered System{s}, Company one of the Contacis. Company shall �ot be responsible for a ContacYs or
shall not be responsible tor any damage to or failure o{ 1he Covered Sysiem(s) responding authority's refusal fo acknovriedgelrespom! io Company's
caused in wFwfe or in parl by such device or equlpmenF. noii�catioos at recelpt of an alarm slgnal, nor shall Company be required fo
12. Reports. Where inspeCllon and/ar tast services are seleCtecl, such make additbnal rrolificaTrons because ot such refusal. The Coniacts are
Inspection and/or tes! shall be compieted on Companys ihen currenE Repott autFwrized to act on Cusiomets behatt a+td, if so des'sgnated an ihe
fwm, whtch she11 be given to Customer, and, where applicab►e, Company rrray CqntacUCal1 Lis1, are aUthorized lo cance! an alarm prior to the nou�qrion of
submtt a copy ihereof {o ihe local auttwrity havl� jur3sdictbn. The Report and authorities. Customer understands that toca[ laws, ordinanaes or polfcles may
recommendations by Company are oMy advisory in nature and sre intended to restrlct Companys ab�liry to provEde the alarm monitoring and not�icaHon
asstst Cus#omer in reducfng the risk of Eoss 10 properly by indtcaitng obvious services described in Ihis Agreemeni and/or necessttate modified or addit€onak
detects or impa[rments noted lo the system snd equipment 3nspected andlor seMces and related cherges to Customar. Customer understands that
iested. They are not ]ntended to imply that no other detects or hazards exist or Company may empEoy a number oF lndustry•recog�fzed measures to help
Ihat al3 aspects of the Covered System(s), equipment, and componenfs are reduce occurtences of false atarm slgnal ac!'rtations. These tneasures may
under controt a! the 13me of inspec6on. Final responsibllity for the condition and Indude, bul are not flmlted to, 3mplementation of IndustryrecognEzed detault
operatlon of the Covered System(s) end equipmen! and cumponents ties wilh settings; impiementatian of °parEfai Cfea� time bypass" proceduras at our atarm
Customer, monitoring center and oEhar similar measures a! aur soEe dlseretton from t{me
93. Avallability and Cost pf Steel, Pfastics 8, Other CommodiQes. to time. 7HESE MEASURES CAN RESULT fN NO AtARM SIGNAL B�ING
Campany shail not be responslble for faiture to provide services, daliver SENT FROM AtJ A�ARM ZONE IN CUS'COAAER'S PREM�SES Af"fEf2 7HE
produds, or othenvise perfomi woFic requlred by thts Ageeement due to lack of tNiTIAI. ALARM ACTNATION UNTIL THE ALARM SYSTEM tS h1ANUALIY
avaflabfe steei producfs or products made from p�astks or other commodit3es. RESET. Upon recetving notiflcation from Comparty that a 8re or gas detectlon
(t) In [he event Company ls unabie, efter reasonai�Te commerctaf efforts, to {e.g. car6on manoxide) s3gnaf has been recelved, !he responding authority
acquire and provide steel groducts, or products made from plastics or other may fordbty enter the premises. Cetfular radio unit test supervisbn,'rf provlded
commoditlas, If required !o pe�form work requEred by lhis Agreement, under lhls Agreement, provldes only the sfakus o1 the cellu}ar radio un1Ys
Custamer hereby agrees that Campany may lerminate Ihe Agreement, or Ure a+rrent sigaaling abliity at the time a! the test cammunEcation based on certaln
refevant porlion of the Agreement, ai no addiCanai cosf and +vrthout penatty. programrt�ed inlervals and does not serve ro detect the potenHal Eoss of radio
Customer agrees to pay Company In tup tor all work performed up to !he iime ssrrice at ihe tfine o[ an aclual emergency event Company shall not be
of any such ferminatlon. (A) if Company is able to obtsln ihe steef products or respons�ble Eo provide monHoring services under thls Agreement unless and
producls mada from plasllcs or ather commoditles, but the price oi any ot the until Ihe communicaEion link between Customefs premises and Compeny's
producls has dsen by ttwre than 10% from She date of ihe bid, proposai or date Moniiorir�g Center has besn lested. SUCH SERVICES ARE PROVIDED
Company execufed this Agreemant, whidiever oocuRed first, than Company WiTFiOUT WAftRAlVTY, EXPRESS OR IMPLIED, INCLUDSNG BUT NOT
may pass lhrough that tncresse through a reasonabEe prlce lncrease to reflect LIMITED TO ANY IMPLIED WAR�2ANTEES OF MERCHANTABILfTY OR
increased oosl of materials, FITNESS fORA PAR7[CUTAR PURPOSE.
1A. Confined Space, tf access lo oonfined spaee by Company is requlred for B Llmitatlon of Lfabliity; Limitations of Remedy. Customer understands
fhe peAortna�ce o! Servicss, 3ervices sha11 be scheduled and performed ln that Company oiters several levels of Monfforing Servfcas and that the tevei
accardance with Companys then-aurzent hourly rate. described has been chosen by Customer aft�r cons�lering and bafancing
15. Hazardaus Materiats. Customer represenis tltat, except to the extent lhat vadous leveis of protection aE#orded and their telaled oosts. It is anderstood
Company has been given writfen notice of the folbwing hazards prior to the and agreed by the Customer that Company Is not an tnsurer and that
exeCUtton of thts Agreement, lo the besf of Customers knowledge there is no: insurance coveraga, if any, shali be obtalned by tha Customer and that
• "Permit oonflned space," as deHned by OSNA, amounfs payabie to Company heraunder ara based upon the vaEue of iha
Monitoring Servicea and the scope of liabilily set forth In fEils Agreement
• Rlskoflnfeciiousdisease, and are unrstated to the value of the Customer's properiy and the
property of ofhers focated on the premises. Customer agrees to look
• Need for air moniloring, respiralory protecilon, or other mediqt risk, ezclusively to the Customer's insurer to recover for injuries or damage fn
• Asbestos, asbeslos-containing matedal, fom�aWehyde or oFher t�e BvenF of any toss or tnjury and that Customer releases and waEves all
}wlenUaEly toxic or othervrise hazardous mater3al contained [n or on the �9ht of recovery against Company artsing by way of subrogafion.
surface oF the fioors, waAs, ceilirtgs, insulalion a olher slructural Company makes no guaranfy or Warranty, fnciudfng any implied
components o( Ihe area of any buiiding where work is requtred to be warranty of inerchantability or ftness for a particular purpose that
pedom�edunderihisAgreement. eRuipment or servlces supplied by Company will detect or avert
Al] of the above ara heteinafter refe�red to as 'Hazardous Conditions'. occunences or the consaquences there (rom that !he equipment or
Company shalE have ihe right io rely on !he rapresenlatlons listed above. If service was deslgned !o detect or avert. It ls [rppract(caf and extremefy
hazardous condittons are encountered by Company during the cau�se of difficu{t to Tix the aetual damages, ff any, which may proxirrtately result
Companys vroric, the discovery of such materiais shall consUtuis an event from failure on tha part of Company to perform any of ita monitoring
beyond Compan�s caotrol ar3d Company shall have ra ob!'gation to furU�er obllgatbns under thta Agreement. Accordingly, Customer agreas that,
perform in tiie ar8a where 1he hazardous conditions e�dst untii ihe area has Company shalt be exempt from liability for any �oss, damage or injury
been made saie by Customer as certi8ed in writing by an Inclependent iesling arising directly or indirectly from occurrences, or ihe consequences
agency, and Customer shal[ pay distuption expenses and re-mobilizativn there from, which the equipment or servlce was designed to detecE or
expenses as determined by Company.This Agreement does rrot provide for Ihe avert. Should Company be found 1labfe for any loss, damage or [nJury
oost of capture, containmeni or disposal oF any hazardous wasie malerials, or arising from a Pefiure ot the equiproent or servlce In any respeCt,
hazardous materials, encountered in any oi the Covered System(s) and/or Company's 1ia6ility wfth respect fo Monitoring Setvfces shalt be the
dudog parfotmance of the Sen�ices. Sald materiais shal{ at all lfines remaln lhe lesser of the annuat fea for Monitortng Servkes ailocable to lhe site
responsibil'rty and properiy of Gustomer. Company shall not be responsible for where the incidant occurred or two thowsand five hundred (52;500)
the testlng, removal or disposalpf such hazardous matereals doilars. Such sum shall be complete and exclusive, if Customar desires
16. Remate Servloe, ff Cuslomar selects F2emote Servke, Customer Company to assume greater Ilabllity, the parties shall amend this
understands and agrees that, while Remote ServEce provides for AgreemenE by attaching a rider setting fotih 1ho smount oi addittonal
communtcation regarding Cusfoma�'s flre alarm sys[am fo Company vla the Uabillty and the addit►onaf amount payabte by tha Castomer for tha
i�ternet, Remote Service does nof constitute mcmitorfng of the system and assumption by Company of such greater Itability, provided however t�at
Customer urtdersfands that Remote Service does rwt provide for Company to such rider shatl in no way be Intarpreted to hold Company as an insurer.
SG�009 US.ENG (Rev. 1212010) Page 7 of 9 O 2010 SimplexGrinneB LP. A11 �ights reserved
IN NO £VENT SHALI. CQNfPANY BE lIABLE F4R ANY DAMAGE, LOSS, Agreemant, and should ihe same be terminated or become oihenvise
INJURY, OR ANY OTFEER CLAIht ARI5ING FROM ANY SBRVICING, unavaila6le or impraclicable fo prov[de, Company may termlrtate Mon{coring
RLTERATIONS, MOD1FlCATIONS, CHANGES, qR MOVEMENTS OF 7HE services upon nottae to Customer.
GOVERHD SYSTEM(S), AS HER£fNAFTER D�FfNED, OR ANY QF ITS li. DigEtal GommuAicator. Cuatomer underslands that a d)gifaf Cammunicator
CaMPONENT PARTS BY THE CUSTOMlER OR ANY THIRD PARTY. (DACT}, it installed under thls AgreemenL uses ireditlonaf felephane lines for
COMPANY SHALL NOT BE LIABLE �OR INDIREC7, INCIDE{JTAL QR sending SigrtaSs vfiich efiminate the need for a dedicated ieleptrane ]irte and
CON5EQUEN7IAL DAMAGES dF ANY KIND, iNCLUDING BUT NOT the costs assoaated with such dedtcaied lines.
LIMII'Ep TO DAMIAGES ARlS1N6 FROM THE USE, LOSS �F THE USE, li1• Dedved Local Channel.7he Communication Companys servlces prov3ded
PERF012NlAtJCE, OR FAI�URE OF TF{H COVERED SYSTE#(S) TO to Custnmer irt conneclion wilh the Services may indude Derived tocal
PERFORM. The Iimiiations of Ilabflity set foHh in this Agreament shafl C#tanne! service. Such serv'sae may be provided under !he Communical'an
inure to the benefit of ail parents, su6sidiaries and affiitates of Company, �Pdnys serviee marfcs w service narries. These services include providing
whether direct or 3ndtrect, Company's emptoyeas, agents, officers and ��nes, signal paths, scanning and transmission. Cusfomer agrees that the
direcfors. C�nmunkation Companys tiabitity is IimiEed to ihe same exteni Compan�s
C. Indemnity, [nsurance. Cusiomer agrees to indemnify, hoid harmEsss and ��btlity ts timited pursuant to ihis Section 17.
defend Compaay againsl any and all Eosses, damages, cosis, induding expert �Y- ��STUMER UNDERS7ANDS THAT CQMPANY WiLL NOT RECEIVE
fees and costs, and expenses indtsdtng reasonable defense cosFs, arising (rom �RM SIGNALS WHEN THE TELEPHOhE LINH OR dTNER
ar�y and all lhird parly cEatms tor persona} InJury, death, properiy damage or TRANSHIISSION 14�ODE IS NO7 OP�RATtNG OR HAS BEEN CU7,
economic Ioss, aris(ng in any way iran any acl or omission of Cusfomer or �H��FERED WETH OR IS OTHEItWISE UAMAGED OR IF TliE ALARM
Coropany relating in any way to the Monitoring Services pravlded under thls SYSTEM 1S UNABLE TO ACQUIRE, 7RANSMI'F OR MAINTAIlJ AN A1ARM
Agreement, whether such claims are based upon oontraet, warrar�ty, tori S�GNAI OVER CUSTOMER'S TELHPt10NE SEt2VICE FOR ANY REASON
(including bui not timited to activa w passive negilgence), sirkt fiabiEity or 1NCLUDING NETWORK OUTAGE OR O7FtER NE7WORif PROBLEMS
othenvise. Company reservas the righ! to selecf oounsei to represent ft In any 3UGH AS CONGES7(ON OR DOYlINTIME, ROUTtNG PROBLEM5, OR
such actWn. Customer shsR name Campany, tts offlcers, empioyees, agents. INSTA8ILITY 0� SIGNAL QUALITY. CUSTOMER UNDERSTANDS 7HAT
subcontractors, suppliers, and represantatives as addiUona[ insureds on OTHER POTEN71Al. GAUSES OF SUCH A FAILURE OV£R CERTAIN
Customers generat Ilability and auto Ilabllity potides. 78L�PN4NE SERVICES (INCLUDING BUT kOT LIMITEQ TO SQME
D. No modiflcatlon. ModlflcaUort to Sectlons 17 B or C may only be made by TYPES OF DSL, ADSL, VOIP, R[GiTAL PHONE, fNTERNET PR07QCdL
a wriiten amendment !o ihis Agreemenf signed by krolh patitles spectttc�alfy BASED PHONE OR OTli�R 1NTER�tET INTERFACE-'{YPE SERYICE UR
reterencing Seetlon 17 E3 andlor �, and no such amendment shatE be effec6va RADIO SERVICE, 1NCLIJDING CELLUTAR OR PRIVATE RADIO, ETC. t"
urtless approved by the managerof Companys Centrat Monitoring Cenler. NON TRADlTIO1VAL TEf.EPHOiJE S�RYICE")) INCLUDE BUT ARE NOT
S. Cusfomer's Duties. tn addiifon to Cuslomers duty to indemnify, deFend, LiM17ED TO: {1) LOSS OF N012MAL ELECTRIC POWER TO GUSTOMER'S
and hold Company harmless pursuanl to this SecUon 47: PREMISES (THE BA77ERY BACK•UP FOR FH£ ALARM PANEL DOES
1. Customer agrees to fttmtsh the names and tetephone numbers of afl NOT POWER 7ELEP}iONE SERVICEf; ANp {2) ELECTRONICS FAILURES
persons auiha�ized to enter or remain on Customers premisas andlor thaf 3UCH AS A MODEM MALFUNCTION. CUSTOMER UNDERSTANDS THAT
shoutd be notified in the event of an alann (the ContactlCall L}stj and Locai COMPANY WlL4 ONLY RBYiEW THE INITIAL C�MPATISILITY OF
Emergency Olspatch Numbets and provide atl changes, revlslon and CUSTOM�R'S ALARM SYSFEM W1TH NON•TftA0lTtdNAL TELEPtiONE
modiftcailons fo !he above to Company in wriiing In a timaly ma�ner. Cusfomer SERVIC� AT 7HE TIME OF INITtAL CONNECTibN TO COMPANY'S
must ensure thai a11 such persons are autfwrized and able to respo� ta suCh N{OHiTBRING CENTER AND THAT CHAN{i�S IN CUSTUMER'S
nO��O�• TELEPNONE SERVICE'S pATA FORMAT AFTER TFfE INITIAL REVIEW OF
ii. Customer shall carefuliy and properiy test and set ihe system [mmediataiy COMPATIBILITY COULD MAKE GUSTOMER'S TELEPHONE S51tV[C�e
prior to the securing of ti�e premises and qretulEy test tiee syslem in e manner UMABLE T� 7RANSMiT ALAItM SIGNALS TO COhSPANY'S MDNITQRING
presaibed by Company during the term of lhls Agreemenl. Cusfomer agrees C�NTERS, IF COMPANY DETERMINES IN I7S SOLE PISCRETION TFfAF
thaf it is responsibte for any losses or damages due fo maffunGlon, �T iS COMRATIBLE, COMPANY WILt PERMlT CUS70MER Tp U3E NON-
miscommuniCalion a failure of Custome�'s syslem to accurately handfe, TRAn17tONAE. TELEPHONE SERV[CE AS TH� SOLE t,IETHOD OF
process or commvnkate date data. I( any defect in operation of ihe S�slem TRANSMiiTiNG ALARM SIGNALS, ALTFiOUGH CUSTOM�R
devebps, or in the event of a power faiture, interruption of lelephone service, UNDERS7ANDS THAT COMPANY RHCOMMENDS 7HE USE OF AN
or other interrupilon at Custome�s premises of signal or data iransmisston pDDiTIONAL BACK�t1P ME7HdD OF COi4lMUNIGATION TO CONNECT
through any media, Customer shall r�oiifjr Gampany immediafefy. If GUSTOMEF2'S ALARM SYSTEM 70 THE MONITORING CENTER
spacefinlerior pratection (f.e. ultrasonic, mfaowave, infrared, etc.) is pari ot the REGARDLESS OP THE TYPE OF TELEPHONE SERVICE USEO.
Syslem, Customer shafk walk Eest the syslem in the manner recommended by CiISTOMER ALSD t1NOERSTANDS THAT IF COMPANY UETERMINES IN
� ITS SOLE DISCRETION THAT CUSTONfER'S NON TRADITIONAL
lii. When any devlce or protedion is used, Ir#uding, but not iimited to, space 7ELEPNdNE S�RVICE fS OR LA7€ft BECOMES NON�CQIV{PATIBLE, OR
protedlon, which may be aFfected by turbulenoe of atr, occ;upied airspace �F ��STOMER CHANGES TU ANOTHER NON TFtAD1710NAL
change or other disturbanoe, [orced air heaters, air cond'NOners, horns, bells, TEL�PHONE SERYICE TNAT IS 1i0T COMPATIBLE, THEN CQMPANY
an�mats and any other sources ot air turbufence or movement whlcti may
interfere with the eftectivencss oF the Syslem during dased periods white ihe RE�UIRES THAT CUSTOMER USE AN ALTERNA7E ME'fH�[l OF
aEarm system Es on, Gusiomershafl notity Company COMMUNICA710N ACCEPTABLE TO COfitPANY AS TNE PRINlARY
hr. Cusfomershal! promptfy resef Ihe S�!stem afterany activa}�p,�, 14tETHOD TO CONNECT Ci13TOMER'S ALARM SY57EM TO TFiE
v. Customer shal! notify Cornpany regarding any rercrodeling or other changes MONITORiNG CENTER. CiiSTOMER UNUERSTANDS T#iAT
to ihe protected premises that may affect operatbn Of ihe system. �AN8MiSSION OF E����£6Gj�L� BY MEAl�i3 OTtIER THAH A
vl. Cusiomer shaik conperate with Company In tlee EnstaflaYan, operafan andlor TRADITIOMAL T£LEPHONE Llh7f MAY �QT �� �N �Q�4P�ANCE WITH
malnfenance of the system and agrees to folfow all Enstrtrcitons and FtuF Ai eRr� srnn7ppRpg OR SOME LOCAR FIRE C�DES AND ThAT tT
proceduras wi�lch may be prescribed for the opefalion of the system, tha �,�„�,i'LRTf OB�.I(3ATIOtJ TO�O�JPLY WITH S�IG�{..ST_, DARDB
rendedng of servfces and ihe pravision a! secUrity for Ehe premises. AND CODES. CUSTOMER ALSO UNDL1t3TANDS 7HAT IF TH� AI.ARhi
vli. Customec shalt pay ail charges made by any leleptane or commvnEcadons SYSTEM MAS A LINE CUT FEA7URE, IT MAY NOT 6E ABLE TO oETECT
provider company or oiher utility (or inslaltatbn, leas3ng, and serv'sce charges tF A NON TRADITtONAL TELEPHONE SERVICE LINE f3 CIfT OR
of telepFrone lines connectlrx�} Custome�s premises 10 Company. Customer iNTERRUPTED, AND THAT CQMPANY MAY NUT BE ABLE TO PROVID&
acknowledges that a(arm signals from Customers premises to Company are GERTAiN AUXILIARY MONITURING SERVICES THRQUGH A
lransmltled over CustomePs tefaphone or other iransmtssion servioe and that NON TRA41T10NA1. TELEPHUNE LINE OR SERVICE. CUSTOMER
[n tiie event the lelephone or oiher t€ansmission servtce is ouf of order, FURTHER UNDERSTANDS THAT THE AIAR�f PANEt MAY BE UNASL�
Cisconnecteci, piaced on "vacation", or otherwise Interrupled, signals from Tp gpfZE THE PNONE UM� TO TRANSMIT AN ALARM S[aNA4 IF
Cuslomer's ata€m system witl not be received by Company, during any such ANQTHHR CQNNEC7IQN fS OFF THE HOOK DUE TO IkIPRQPER
lnlerruption tn telephona ar other transmission service and the inferruption wiiE COHNECTION OR OTHERWISE,
nof be knam ta Company. Customer agrees ihat in lhe event She equipmeni G. Verification; Runner Service. Some jutisdicGons may require alarm
or syslem continuously transm3ts s#gnais reasonably datermined by Campany veriflcation by tetephone or on•site verfflcaBon (RUnner Service) before
to be false andlor excessive In number, Customer shal! be subject to ihe dispatot3fng emergency services. ]n 1he event thaf a requiremenF af aSarm
additional cosis and fees incurred by Company in the rece3vfrig and/or Ye��lion becomes eftective after !he data of ihis Agreement, such services
res}�onding !o the excessive signals andlor Company may at its sole discretion �y be availabte at an additbnal charge. Company shall not be held Ilable for
terminate ihis Agreement with respect to Moniloring servioes upon natice to aoy delay or failure of dispatofe oi emergency services arfs�ng irom such
Customer. verification. Where Runner Service Is indicafed, such services may be
F. Communication Fdcilflies_ provided by a thlyd party. COMPANY WILL NOT ARREST OR DETAIN ANY
i. Authortzation. Customer aulhorizes Company, on Custome�'s behalf, to p�Sp�}.
requesf secvices, orders or equtpment irom a ielephone company, evireless �#, personal Emergency Reapor�se Service. If Cusfomer has se[ected
camer or other company provlding cammunlcation facililles, signal personaE Emergency Response Servk�s. Cusfomer agrees ihat ihe �ery
transmission servtces or facitities under this Agreemenf (referced to as " ����e af Personal Emergency Response Services, irrespective of any delays;
Communlcatlon CompanyP). Shavld any third party service, equipmen! ot tnvoives uncertafnry risk and possible sertous injury, disability or death, for
(acility be cequired to perfomt 1he Monitoring services sel (o�ih (ri ihis
SGOOUI US.ENG (Rev. 12f2fl'i0j Page 8 of 9 0201d StmpfexGrinnall LP. AN rights reserved
whfch Company should not under any clrcumslances be hald responsibte or upon notke [o Gustomer if Companys per[ormance of Ets obfigatbns under th3s
Ilable; ihat the equipmeN famished tor Personal Emergency Response Agreement becomes tmpractfcabie d�e to obsolescence of equipment at
Services is not fo4lproof and may experience signal transmissian faSlures pr Custome�s prem{ses ot unavaltability of parls.
detays for any number of reasons, whetber or rwt our fautl w under Compan�/s 28. No OptEon to Soliclt. Gustomer shal[ nol, direcUy or Indlreclly, on its ow�
aontrol; that the acEuaf time required for medtcal emergency providers to arrive behaiF or on behafE of any other person, busirtes9, corporation or eotily, soliGt
at tha premises andlor co transport any person requtring medlcaf atleMivn is w employ any Company erttpfoyea, or (rxiuce any Company employee to leave
unprediGabie and ihal many confribuiing Tectors, (nduding but not limlted to his ot her employment vriih Company, for a period of hvo years aRer !he
such thirgs as felephone neiwork operaibn, dislanCe, weather, road and fraffic lermtnatian ot this qqreement.
wnditions, alarm equfpment function and human factors, both �vith responding 27. Default. M Event of Defauit shall Include 1) any fufl or partiat ferminaiton
autharities and with Canpany, may affect response of ihfs Agreament by Customer betore the explretion of the then-currenf Terrn,
t8. Limlted Warranty. CQMPANY WARRAN7S THA'C ITS WORKMANSHIP 2) failure oT the Customer to pay any amount wiihin tan (1p) days aker the
AND t�1lAT�RIAt, EXCLU�ING MONITORiNC3 SERVlCES, FUt2NI5HED amount Is due and payable, 3) abuse of the System or the Equipment, 4)
UNDER THE6 AGREEMEMT WILL BE FREE FROM PEFECTS FOR A faiture by Customer lo observe, keep or pertorm any lerm qf this Agreemeni; 5�
PERIOD OF NINE7Y (90) DAYS FROM THE DATE OF FURNISHING. dissolutiorr, termina4ion, disconlinuance, insoMeney or bustness faliure of
Where Company provides product or equipment of others, Company wlil Customer. Upon Ihe accunence of an Event of OeFaull, Company may pursue
warrant tha product or equtpment onty to the extent warranted by such one or more oS tine tolfowing remedies. 1) discantlnua fumEshing Servicss, 2)
third patty. EXCEP7 AS �XPRESSLY SET FQRTH HEREIN, COMPANY by vrriiten nollce fo CuStomer dedare the balance of unpald amounis due and
UlSCLAIMS ALL WAEtRANTf�S, EXPR�SS OR IMPLIED, INCl.UA1NG BUT to become due under t�e tfris Agreement fo be immedlately due and payable,
NOT L1MIi'Eb Tp ANY 1MPlIEb WARRANZIES OF MERCHAHTABILITY provided lhat aSi past due amounts Shail beat interesl at the mte of 1'/:% per
OR FI7NESS POR A PARTSCULAR PURPOSE WiTH RESPEGT TO THE monih {18°/o per year) or the hlghast amouat permiited by law, 3j receive
SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS OR �m��te possessfon of any equipmeni 4or which Customer has rrot pald. 4)
EQUlPMENT, IF ANY, SUPPORTED HEREUNDER. COMf'ANY MAKES ND Proceed af faw or equity to enforoe perfotmance by Customer or resover
WARRANTY OR REPRESEN'FATI4N, AND UNDERTAKES NO damages fa breach of Ihis AyreemenE, and 5) tecover all costs and expenses,
OBLiGAT10N TO EKSURE BY TNE SERVIGES PERF'OF2MEO UNDER THIS ����ng `�"jhWt limttation �easonabEe attomeys' fees, fn oonnecdon w)ih
AGREEMENT, THA7 COMPANY'S PROAUCTS OR THE SYS7EM3 OR enforcing orattempting to enforce thSs Agreemant.
�QUlPTAENT QF 7HE CUSTOMER W1LL CORREC7I.Y HANDLE THE 28. One-Year Lfmifatton on Actions; Choice of Law. it is agreed that no suit,
PROCESSiNG OF CALENDAR DAF�S SEFORE Oft AFTER D�CE188ER o� �use of action or other proceeding shalf 6e broughf against either party
31, 9839. more than one (i) year after the acrxuaE o( !he cause ot action or one (ij year
19. Taxes, Fees, Flnes, Ucenses, and Permits. CUSfomer agrees (o pay all after Ute Gatm arises, whichever fs shorler, whether lmown or unkrwwn wfien
sales tax, use tax, property tax, ulilily tax and other laxes required in «��'� ��S ar whether based on to�i. Agreement, or any other legal
connection with the equipment and servicas listed, incEudiny teleptwne theary. The laws af Massachusells shall govern the validity, enforceabil'dy, and
company line charges, ff any. Customer sha11 comply with alf laws and ��te�pretation oi this Agreement.
regvlailons refaGng to the equipment and its use and shall promptty pay when �g• Asstgnment. Cuslomer may not assfyn this Agreement �+rithout Companys
due a[I safes, use, property, exase and other taxes and a!E permit, 1'�cense and PnOf �en oonsenL Company rrray ass9gn thls Agreement without ohtatning
regisVation tees now or hereafter imposed by any govemment body or agency �ustomers consenf.
upon ihe equipment w its use. Company may, without notice, obfafn any 3a. Entire Agreemenf. The parties fntetxl this �reemenf, together with any
required permlE, ticense or registration for Customer at Customers expense aitachments or Riders {cottectivety itie "Agreement) to be the final, compiete
and charge a fee for Ihts seivk�e. If Cusiomer fails to mainlaSn any required and exetusive expresslan oF iheir Agreement and the terms and conditions
licenses ar permits, Company shalE rtot be responsibEe for perfaming the lhereof. This AgreemenE supersedes all prior represenlaUons, understandings
serv€ces and may terminate the services wiihouf rmtice to CUSiomer. a; $9����ts belween die parties, wriften or otal, and shall consGivle Ihe sote
20. Uutsfde Charges. Customer uncfersfands and accepts thaf Com¢any te� $nd oortdflions retaArg to the Services. No waiver, change, or
specifically denlas any responsibility for charges assoclated with !he ������T d any terms or cond'�11ons of lhis Agreemenl shall be bindir� on
notificafion or dispatching of anyone, induding but not limitaf to tire Company untess made M wriHng and signed by an AuIlwrFzed Regresentative
department, polica depaAmenf, paramedics, docfors, or any other emergertcy of Cor�pany.
personnet, and [i there are any cfiarges incurred as a resul4 of said natification 37. Headifsgs. The headings In thts Agreement are (or �nvenlarxe only.
ar disgatch, said eharges sha11 be tlie resppnsibility of Customer. 32. Severa411ify. If any provision of iMs Agreement Is held by any court or
21. I�surance. Customer shaff name Company, its offioers, employees, oiher competent authority to be void or unenfarceable tn whole or in part, this
agents, subcontractors, suppliers, and representatives as addiCwnat insureds ASreement wiil continue to be vafid as to ihe other provisions and the
on Cuslomers generailiaQifiry and auto liability pol(cles. remainder oi Ihe affecled prov�slon.
22. Waiver of SuhrogaHon. Customer does hereby for itsetf and a11 other 33. €Iectronic Madla. Customer �grees khat Company may scan, image or
partles cTafming under il release and discharge Company from and against a4! °�e�wise oon�ert this Agreemenl into an etecironic fwmat of any nature.
hazards covered try Customee's insurance, it being expressly agreed and Customer agrees lhat a copy of this Agreement produced from such e[ecfrontc
undersfood that no insurance company or insurer will have any rlght of format is legaliy eqoivalent to ihe original [or any and al3 purposes, Inctuding
subrogaiian age9nst Company_ lit3qalion. Cuslomer agrees ihat Company�s receipl Dy tax oi the Agreemenl
23. Force MOJeure, Exclusfons. Company shafl noE be responsibfe for delays, s�gned by Customer iegafly binds Cusfomer and such fax copy is legakly
Inlerruptian or fallure to render servfoes due to causes beyond its control, e4uivaient Yo the oRginal Fa any and a)1 purposes, indudfng IiUgatlon.
induding but rat limited to material sF�ortages, wnrk sloppages, fires, civil �• �ega! Pees. Company shall be entiUed io recover from ihe Customer g11
disobediance or unrest, seYere weaiher, fire or any otl�er cause beyo� the reasonable legal fees Incurted in connecctihws wilh Carnpany entord[�g lhe
control of Company. 7his Agreemeni expressty exdudes, wiihout limltaiion, terms and condilions of ihis Agreement.
prov�slon of fire watChes• reloadinq o(, upgrading, and malntafning computer 35. L[cense Informalion (Securily System Cusiomers): AL Alabama
sofhvare• making repairs or rephacemenls necessiEsted by reason ot E[eclronle Securiiy Board of Licensure 7956 Vaughn Road, PMB 392,
negElgence or misuse of components or equipment or changes !o Customers Montgomery, Alabama 36116 (334) 2&4-9388: AR Regulaled by: Arkansas
premises; vandafism; power failure; currenE f[uctuatlon; failure due to B�F ot Privafe investigators artd Privafe Security Age�les, #9 Stale Po13ce
non-COmpany insiallation; tightrifng, efecirfcal storm, or other severe weaiher, p�'-a ��e� ��O� 72209 (501)618�8600: CA Narm company operators
water, accfdent; fire; acEs of God; test€ng lnspection and repair of duct are Ilcensed and r�ulated by lhe Bureau of Security and InvesUgative
detectors, besm deleCtors, and WflR equipmeM: provision of fire waldies; ��ces, Department ot Consumer Aftalrs, Sacramento, CA, 95874. Upon
Gearing pf ice blockaqe; draining of impropedy pftched pipEng; batieries; �mpfeFion aI the Insia➢ation of the aEann system, ihe atami cbmpany shall
rechargir�g nf chemtcai suppression systems; reloading of, upgrading, aad ���My inst�uct the purchaser (n the pmper use of Ihe aEarm system. Faiture
mainfainir�} computer soflware; corrvslon (€ncl�rding buF not 1'smlted to by fhe licensee, without legaS excuse, to substandally commence wortc wilhin
rnfaro-bacterially induoer4 corrosion (`MIC°}}; cartridges greater that 16 grams; 20 days from the approxEmate date specified in the agreement when the wotk
gas valve installation; or any oiher cause sxternat Eo ihe Covered System{sj ��� �9fn is a violation of the Aiarm Company AG: NY Llcensed by the N.Y.S.
and Company shail nof be requfred tq provide Service while i�terruptfon of ��Pa�ent e[ the Siats: TX 7exas Comrnissbn on Priva[e Securily, 5805 N.
service Aue to such Causes shal! continue, This Agreement does not cover �mar elvd., Austin, TX 78752-4d22, 512-424-7710. #.icense nvmbers
and speci�icaily exc[udes system upgrades and {he reptacement oF obsafete avalabfe at wwwsimp[exgrinnefl.com or contact your local SimplexGrinneii
systems, equipment, components or parls. AEI such sendces may be provided affice.
by Company at Co[npany& sole discretbn al an ad�tbnat cf�arge. I#
Emergency Servlces are expressly inctuded fn ihe Sarvice Solution, the
Agreement price does not indsxfa UaveE expenses.
24, Delays. Company sitalt have no responslbElity or IlabHity to C�stomer w
any other pErson for delays fn lhe tnsfaflatton or repair of !he Syslem or the
pertormance of our Seovices regardiess of the reason, or ta any resvltlng
consequences.
25, Termination. Company may terminake thls Agreement lmmedlately at tts
soSe discretbn upon Ehe ocdirrence oi any Event of Aefault as hereinafter
defined. Company may also terminate lhis Agreement at its sofe discretfan
SG0001 US.ENG (Rev. 1212090) Page 9 of 9 O 2070 SimplexGrinnell LP. All dghts reserved