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SERVICE AGREEMENT This agreement is made by and between City of Santa Ana ("Customer") and SimplexGrinnell LP ("Company") and is effective as of 06/01/2008 to 0513112009. Customer agrees to purchase and Company agrees to provide the Services, as defined herein, and materials as set forth in this Agreement subject to the terms and conditions of this Agreement. SCOPE OF WORK Services will be provided at the following locations: 20 Civic Center, Add to Existing City Hall - 20 Civic Center Plaza, Carpenter Shop, Corporate City Yard, El Salvador Center, Fire Station #1, Fire Station #9, Fleet Area, Hazard Material Building, Main Library, Newhope Library, Old Police Department Garage, Police Facility, Ross Annex, Senior Citizens Center, Shops, Southwest Senior Center, Warehouse Service(s) and pricing: TOTAL ANNUAL PRICE (Plus Any Applicable Tax) Thirty Thousand Six Hundred Fifty-Eight Dollars and 25 Cents ($30,658.25). Payment Terms: Payment is due upon receipt of Invoice. Payment for Service(s) shall be total contract CUSTOMER ACCEPTANCE In accepting this proposal, Customer agrees to the terms and conditions contained herein and any attachments or riders attached hereto that contain additional terms and conditions. It is understood that these terms and conditions shall prevail over any variation in terms and conditions on any purchase order or other document that the Customer may Issue. Any changes in the system requested by the Customer after the execution of this Agreement shall be paid for by the Customer and such changes shall be authorized In writing. ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY, WARRANTY, INDEMNITY AND OTHER CONDITIONS CONTAINED IN THIS AGREEMENT. CUSTOMER City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 927,01 By: `bbHGfz? t Print Name: Mario Ghizzi Title: Building Maintenance Supervisor Phone# :714.647.5008 Fax# : Customer email : PO#: (Customer)# : Date : E-Mail Address: rekennedy@simplexgdnnell.com License Number (if applicable): Date Authorized Manager : Terms and Conditions 1. Term. The initial term of this Agreement shall commence on the Effective Date and continue for one (1) year (the "Initial Term"). At the conclusion of the Initial Term, this Agreement shall automatically extend for successive terms equal to the Initial Term unless either party gives written notice to the other party at least thirty (30) days prior to the end of the then-current term. 2. Payment. Payments shall be Invoiced and due in accordance with the terms and conditions set forth above. Work performed on a time and material basis shall be at the then-prevailing Company rate for material, labor, and related items, in effect at the time supplied under this Agreement. 3. Pricing. The pricing set forth in this Agreement is based on the number of devices to be installed and services to be performed as set forth in the Scope of Work. If the actual number of devices installed or services to be performed is greater than that set forth in the Scope of Work, the price will be SIMPLEXGRINNELL LP 1701 West Sequoia Orange, CA 92868 By: Print Name: Rebecca Kennedy Title: PMA Rep Phone Number: 714.870.1010 Fax Number: 714.939.9104 increased accordingly. Company may Increase prices upon notice to the Customer or annually to reflect increases in material and labor costs. Customer agrees to pay all taxes, permits, and other charges, including but not limited to state and local sales and excise taxes, installation or alarm permits, false alarm assessments, or any charges imposed by any government body, however designated, levied or based on the service charges pursuant to this Agreement. The Customer's failure to make payment when due is a material breach of this Agreement. 4. Alarm Monitoring Services. Any reference to alarm monitoring services in this Agreement is included for pricing purposes only. Alarm monitoring services are performed pursuant to the terms and conditions of Company's standard alarm monitoring services agreement. 5. Code Compliance. Company does not undertake an obligation to inspect for compliance with laws or regulations unless specifically stated in the Scope of Work. Customer acknowledges that the Authority Having Jurisdiction (e.g. Fire Marshal) may establish additional requirements for compliance with local codes. Any additional services or equipment required will be provided at an additional cost to Customer. 6. Limitation Of Liability; Limitations Of Remedy. It is understood and agreed by the Customer that Company Is not an Insurer and that insurance coverage, if any, shall be obtained by the Customer and that amounts payable to company hereunder are based upon the value of the services and the scope of liability set forth in this Agreement and are unrelated to the value of the Customer's property and the property of others located on the premises. Customer agrees to look exclusively to the Customer's insurer to recover for injuries or 02009 SimplexGrinnell LP. All rights reserved. SG4269R6 (Rev. 01/09) 4321502514 Page 8 of 11