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HomeMy WebLinkAbout25B - AGMT - PD DOOR ACCESS SYSr 0 • 707 in] LOVL444 M1 1 0 CITY COUNCIL MEETING DATE: AUGUST 2, 20'16 TITLE: AGREEMENT WITH SIMPLEX GRINNELL TO PROVIDE ANNUAL MAINTENANCE AND SUPPORT FOR THE SANTA ANA POLICE DEPARTMENT'S DOOR ACCESS SYSTEM (STRATEGIC PLAN NO. 6,2) EG CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: 1106 _r ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and Clerk of the Council to execute a three -year agreement with Simplex Grinnell LP for the maintenance and support of the Santa Ana Police Department's electronic door access system for the term beginning October 1, 2015 through September 30, 2018, in an amount not to exceed $44,388, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Authorize payment for the first year of the agreement, which commenced October 1, 2015, in the amount of $14,796. DISCUSSION The Santa Ana Police Department currently uses an electronic door access control system as part of the controlled entry to the Police Administration Building, Jail facility, and portions of City Hall. The Police Department would like to continue to provide support for this system for the next three years. Simplex Grinnell LP has provided maintenance and support to the Police Department's electronic door system since 2009. The access control system is proprietary and can only be serviced by Simplex Grinnell LP. The agreement will cover the period of October 1, 2015 through September 30, 2018. The total amount of the agreement includes payment for services commencing October 1, 2015. The vendor has agreed to an annual amount of $14,796 for three years, for a total agreement amount not to exceed $44,388. The vendor has performed satisfactorily during the term of the last agreement and staff recommends approval of a new three -year agreement (Exhibit 1). 25B -1 Agreement with August 2, 2016 Page 2 Simplex Grinnell STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #6 - Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds are available in the Santa Ana Police Department's Computer Services Contract Services account (01114425- 62300). Funds will be expended by fiscal year as follows: a4 - Carlos Rojas Chief of Police FY 2015 -16: $14,796 FY 2016 -17: $14,796 FY 2017 -18: $14,796 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Santa Ana Police Department Finance and Management Services Agency Exhibit: 1. Agreement with Simplex Grinnell 25B -2 CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into this 2nd day of August, 2016 by and between. SimplexGrinnell, a Tyco International Company licensed to do business in the State of California (Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of services and maintenance for the Santa Ana Police Department and Santa Ana Jail access control system. B. Consultant represents that it is able and willing to provide service and maintenance of the Santa Ana Police Department and Santa Ana Jail access control system. The parties acknowledge that services have been provided since October 1, 2015 and the parties intend to include those services and payment for those services in this Agreement. C. In undertaking the performance of this Agreement, Consultant represents that they are knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall perform such service and maintenance on the access control system at the Santa Ana Police Department and Santa Ana Jail as outlined in the attached Exhibit "A ". To the extent conditions in the attached Exhibit "A" conflict with terms in this Agreement, the parties agree that this Agreement is primary. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, under this Agreement an amount not to exceed $14,796.00 per year for a total not to exceed amount of $44,388 over the term of the entire agreement. The rates and charges are set forth in Consultant's rates and charges included in the attached Exhibit "A ". b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Exhibit 25B -3 3. TERM The term of this Agreement shall be from October 1, 2015 to September 30, 2018, unless terminated earlier pursuant to Section 12, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire teen of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to its employees and shall be responsible for all applicable withholding taxes. S. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance, Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance shall (a) name the City; its officers, employees, agents, volunteers and representatives as additional insured(s); and (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with California State law, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 2 25B -4 d. if Consultant is or employs a licensed professional such as an architect or engineer, Professional liability (errors or omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in fidl force and effect for the entire period covered by this Agreement. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City. (ii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to famish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. G. INDEMNIFICATION Consultant agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims: (1) for personal injury, including death, and claims for property damage, arising from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in Section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for counsel to be selected by the City, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 25B -5 7. CONFIDENTIALITY If Consultant received from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant and disclosed without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O, Box 1988 Santa Ana, California 92702 -1988 Facsimile (714) 647 -6956 Copies to: Chief of Police Santa Ana Police Department City of Santa Ana 60 Civic Center Plaza (M -97) P.O. Box 1988 Santa Ana, California 92702 -1988 Facsimile (7 t4) 245 -8007 4 25B -6 And To Consultant: City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 -1988 Facsimile (714) 647 -6515 SimplexGrinnell 12728 Shoemaker Avenue Santa Fe Springs, California 90670 Facsimile: (562) 405 -3801. A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail and will serve to fully supersede existing Agreement. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms or conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 5 25B -7 12. TERMINATION This Agreement may be terminated by the City with thirty (30) days written notice of termination to the Consultant. a. As a condition of such payment, the City may require Consultant to deliver to the City all the work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 13. NON DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISIlICITON - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement, 15. PROFESSIONAL LICENSES Consultant shall, throughout the tern of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United Sates, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. r IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year First above written. ATTEST: CITY OF SANTA ANA MARIA D, HUIZAR DAVID CAVAZOS Clerk of the Council City Manager APPROVED AS TO FORM: SOMA R. CARVALHO City Attorney By: Ctku° �'s� +Xrt t LAURA A. ROSSINI Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: CONSULTANT CARLOSROJAS Chief of Police JOHNSOLONYNKO District General Manager 7 25B -9 EXHIBIT A SCOPE OF SERVICES AND RATES AND CHARGES 25B -10 Customer: City Of Santa Ana Mail Station Date: 01- OCT -15 Proposal #:487128 Term:01.00T -15 to 30- SEPT -16 Service Location: Santa Ana - Police Dept 60 CIVIC CENTER PLZ Po Box 1988 NJPA Member # 1888 SANTA ANA, CA 92703 -4010 Billing Customer: City Of Santa Ana Mail Station Pc Box 1981 SANTA ANA, CA 92701 -1981 SimplexGrinnell Sales Representative: STEVE JAMES MILLER 12728 Shoemaker Ave SANTA FE SPRINGS, CA 90670 -6345 StMiller@slmplexgrinnell.com INVESTMENT SUMMARY (Excludes applicable Sales Tax . Service Solution Valid for 45 Days) SERVICE /PRODUCT DESCRIPTION QUANTITY FREQUENCY INVESTMENT Recurring Annual Investment Intrusion Test & Inspect - Parts and Labor (Panel & Peripherals) INTRUSION SYSTEM Addressable Intrusion Sensor 1 Card Reader 60 Door Controller 60 Duress Switch 30 Intrusion Keypad 14 Magnetic Switch 10 Request to Exit 13 Intrusion Test & Inspect - Parts and Labor Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly (Panel & Peripherals) Total: Total Recurring Annual Investment: $14,796.00 SG0001 US.ENG (Rev. 12/2010) Page i of 8 © 2010 SimplexGrinnell LP. All rights reserved 25B -11 SUMMARY OF Intrusion Test & Inspect - Parts and Labor (Panel & Peripherals) - INTRUSION SYSTEM PANEL AND PERIPHERAL COMPONENT REPLACEMENT FOR LISTED INTEGRATED SECURITY SYSTEMS: The Platinum Plan covers component replacement on the central processing unit, including reprogramming of system due to failure, replacement of circuit boards, and components in the control panels, annunciator panels, transponders, printers, keyboards monitors, and peripheral devices (Motion sensors, access control readers, closed circuit television cameras, monitors, audible/ visible units, door contacts.) associated with system. Replacement of faulty wiring, batteries, and /or ground faults are not covered. TEST AND INSPECTION OVERVIEW: Our trained technicians will perform inspections and diagnostic tests for the accessible peripheral devices listed and currently connected to the facility life safety system. Tests will be scheduled in advance. (See "List of Equipment' page for equipment to be tested.) DOCUMENTATION: Accessible components and devices shall be logged for: Location of each device tested, including system address or zone location Test results and applicable voltage readings Any discrepancies found noted (individually and on a separate summary page) Inspection documentation provided to Customer. NOTE: Certain additional services may be required by the Authority Having Jurisdiction (AHJ). AHJ or internal organizational requirements may be more restrictive than state /provincial requirements. Building owners and managers should make themselves aware of applicable codes and references in order to ensure that contracted Services fulfill requirements. Emergency Service (Normal Working Hours) Emergency Service (Provided during normal working hours, Monday - Friday excluding our holidays). This service includes labor, travel, and mileage charges for repairs associated with normal wear and tear. Standard service will be provided within 24 hours of notification Monday through Friday, excluding our holidays, unless outlined in the agreement. SERVICE COVERAGE: Silver Service Plan - Labor charged at standard service rates up to and including overtime Gold Parts Service Plan - Panel Parts included. Labor charged at standard service rates up to and including overtime Gold Labor Service Plan - Panel Labor included. Parts not included Gold Parts /Labor Service Plan - Pmts and Labor included on Panel only Platinum Service Plan - Parts and Labor Included on covered system SG0001 US.ENG (Rev. 1212010) Page 2 of 8 © 2010 SimplexGrinnell LP. All rights reserved 25B -12 - UWaRenr4 o i Santa Ana Police Department, Santa Ana Municipal Jail, Santa Ana City Hall; DIVISION 17. This agreement provides for the following and it will supersede associated language within the agreement. This is a full service agreement. The equipment covered is for the C -Cure 9000 System and the field devices that are listed on Investment Summary & Special Provision pages of this agreement. Services include: Battery Replacement and Software upgrades and Software Support Agreement. Also included is replacement of the ISC Controllers in the event of card failure. EMERGENCY SERVICE CALL AND LABOR: For products specified within this provision 24- hour /7 -day Service Provided 24 hours a day, 7 days a week, including holidays). This provision includes labor, travel and mileage charges for repairs associated with normal equipment failures. Emergency service response time shall be provided within 24 hours. This provision provides labor to troubleshoot and diagnose system problems, and the labor to replace failed devices. Phone response to service request shall be within two hours. On -site response shall be within six hours for critical system service. SimplexGrinnell will provide a site box (22W x 10H x 8 V2 D) to store spare parts to support the system. The box is to be mounted on the wall in a space designated by the City of Santa Ana. In addition, SimplexGrinnell will inspect the C -Cure 9000 Access system on a quarterly basis. ALL LABOR FOR SERVICES NOT COVERED UNDER THIS AGREEMENT IS SUBJECT TO THE FOLLOWING: $199.50 per hour for on -site technical support. Overtime multiplier: 1,5, Sundays & Holidays: double -time. Emergency call response subject to a three ( 3) hour minimum charge. Service rates are charged Portal to Portal. Service rates are valid for one year from the date of full execution of this agreement, at which time, if necessary they will be changed to reflect current labor rates. Exclusions: Wiring, paint & patch. Making repairs or replacements necessitated by reason of negligence or misuse, vandalism, power failure, current fluctuation, failure due to non- Company installation, lighting, electrical storm, or other severe weather, water, accident, fire, acts of God or any other cause external to the covered system, Security guard service, The City of Santa Ana and the Santa Ana Police Department will provide a list of contacts authorized to request normal service and /or critical service. AGREEMENT TERMS: This agreement is for 1 year. Should Santa Ana Police Departement choose to renew they will be able to renew for up to 2 addtional years at the same rate. SG0001 US.ENG (Rev. 1212010) Page 3 of 8 0 2010 SimplexGrinnell LP. All rights reserved 25B -13 01- OCT -15 to 30- SEPT -16 (the "Initial Term "). PAYMENT TERM: Annual In Advance PAYMENT AMOUNT: jjjjjEjjjUa@ o e - Proposal # : 487128 CUSTOMER ACCEPTANCE: In accepting this Agreement, Customer agrees to the Terms and Conditions on the following pages 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 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. City Of Santa Ana Mail Station SimplexGrinnell Signature: Print Name: STEVE JAMES MILLER Phone #: Title: Fax # Phone #: License #: (If Applicable) Authorized Fax #: Signature: Email: Print Name PO #: Title: Date: Date: SGG001 US.ENG (Rev, 12/2010) Page 4 of 8 © 2010 SimplexGrinnell LP. All rights reserved 25B -14 TERMS AND CONDITIONS 1. Term. The Initial Term of this Agreement shall commence on the date of this Agreement and continue for the period indicated In this Agreement. At the conclusion of the Initial Term, this Agreement shall automatically extend for successive terms equal to the Initial Tenn, each and together a "Tenn" of this Agreement, unless either party gives written notice to the other party at least thirty (30) days prior to the and of the then- current term. 2. Payment, Payments shall be invoiced and due in accordance with the terms and conditions set forth in this Agreement. 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 and services to be performed as set forth In this Agreement. If the actual number of devices installed or services to be performed is greater than that set forth in this Agreement, the price will be Increased accordingly. Company may increase prices upon notice to the Customer or annually to reflect Increases in materiel 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. l'he Customer's failure to make payment when duo Is a material breach of this Agreement. 4. Coda Compliance. Company does not undertake an obligation to inspect for compliance with laws or regulations unless specifically stated In this Agreement. 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. S. Limitation of Liability; Limitations of Remedy. Customer understands that Company offers several levels of protection services and that the level described has been chosen by Customer after considering and balancing various levels of protection afforded and their related costs, 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 damage In the event of any loss or Injury and that Customer releases and waives all right of recovery against Company arising by way of subrogation, Company makes no guaranty or Warranty, including any implied warranty of merchantability or fitness for a particular purpose that equipment or services supplied by Company will detect or avert occurrences or the consequences therefrom that the equipment or service was designed to detect or avert. It Is impractical and extremely difficult to flx the actual damages, if any, which may proximately result from failure on the part of Company to perform any of Its obligations under this Agreement, Accordingly, Customer agrees that, Company shall be exempt from liability for any loss, damage or Injury arising directly or indirectly from occurrences, or the consequences therefrom, which the equipment or service was designed to defeat or avert. Should Company be found liable for any loss, damage or Injury arising from a failure of the equipment or service in any respect, Company's liability for Services performed on site at Customer's promises shall be limited to an amount equal to the Agreement price (as increased by the price for any additional work) or, where the time and material payment term Is selected, Customer's time and material payments to Company. Where this Agreement covers multiple sites, liability shall be limited to the amount of the payments allocable to the site where the incident occurred. Company's liability with respect to Monitoring Services Is set forth in Section 17 of this Agreement. Such sum shall be template and exclusive. If Customer desiras Company to assume greater liability, the parties shall amend this Agreement by attaching a rider setting forth the amount of additional liability and the additional amount payable by the Customer for the assumption by Company of such greater liability, provided however that such rider shall in no way be interpreted to hold Company as an Insurer, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM ANY SERVICING, ALTERATIONS, MODIFICATIONS, CHANGES, OR MOVEMENTS OF THE COVERED SYSTEM(S), AS HEREINAFTER DEFINED, OR ANY OF ITS COMPONENT PARTS BY THE CUSTOMER OR ANY THIRD PARTY, COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM THE USE, LOSS OF THE USE, PERFORMANCE, OR FAILURE OF THE COVERED SYSTEMS) TO PERFORM, The limitations of liability set forth in this Agreement shall Inure to the benefit of all parents, subsidiaries and affiliates of Company, whether direct or indirect, Company's employees, agents, officers and directors. G. Reciprocal Waiver of Claims (SAFETY Act). Certain of Company's systems and services have received Certification and /or Designation as Qualified Anti- Tenonsm Technologies ( 'QATT') under the Support Antl•terrodsm by Fostering Effective Technologies Act of 2002, 6 U, S.C. §§ 441 -444 (the "SAFETY Act'), As required under 6 C.F,R. 25.5 (e), to the maximum extent permitted by law. Company and Customer hereby agree to waive their right to make any claims against the other for any losses, Including business interruption losses, sustained by either party or their respective employees, resulting from an activity resulting from an "Act of Terrorism" as defined In 6 C.F.R. 25.2, when QATT have been deployed in defense against. response to, or recovery from such Act of Terrorism. 7. Indemnity. Customer agrees to Indemnify, hold harmless and defend Company against any and all losses, damages, costa, including expert fees and coats, and expenses Including reasonable defense costs, arising train any and all third party claims for personal Injury, death, property damage or economic lose, arising In any way from any act or omission of Customer or Company relating In any way to this Agreement, Including but not limited to the Services under this Agreement, whether such claims are based upon contract, warranty, tort (Including but not limited to acgve or passive negligence), strict liability or otherwise. Company reserves the right to select counsel to represent it in any such action. Customer's responsibility with respect to Indemnification and defense of Company with respect to Monitoring Services is set forth In Section 17 of this Agreement. 8. General Provisions, Customer has selected the service level desired after considering and balancing various levels of protection afforded, and their related casts. Customer acknowledges and agrees that by this Agreement, Company, unless specifically stated, does not undertake any obligation to maintain of render Customer's system or equipment as Year 2000 compliant, which shall mean, capable of correctly handling the processing of calendar dates before or after December 31, 1999. All work to be performed by Company will be performed during normal working hours of normal working days (8:00 a,m. - 5:00 pm.), Monday through Friday, excluding Company holidays), as defined by Company, unless additional times are specifically described In this Agreement. All work performed unscheduled unless otherwise specified In this Agreement. Appointments scheduled for four -hour window. Additional charges may apply for special scheduling requests, e.g. working around equipment shutdowns., after hours work, Company will perform the services described in the Service Solution ( "Services ") for one or more systems) or equipment as described in the Service Solution or the listed attachments ( "Covered Systems) "). UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, ANY INSPECTION (AND, IF SPECIFIED, TESTING) PROVIDED UNDER THIS AGREEMENT DOES NOT INCLUDE ANY MAINTENANCE, REPAIRS, ALTERATIONS. REPLACEMENT OF PARTS, OR ANY FIELD ADJUSTMENTS WHATSOEVER, NOR DOES IT INCLUDE THE CORRECTION OF ANY DEFICIENCIES IDENTIFIED BY COMPANY TO CUSTOMER. COMPANY SHALL NOT BE RESPONSIBLE FOR EQUIPMENT FAILURE OCCURRING WHILE COMPANY IS IN THE PROCESS OF FOLLOWING ITS INSPECTION TECHNIQUES. WHERE THE FAILURE ALSO RESULTS FROM THE AGE OR OBSOLESCENCE OF THE ITEM OR DUE TO NORMAL WEAR AND TEAR, THIS AGREEMENT DOES NOT COVER SYSTEMS, EQUIPMENT, COMPONENTS OR PARTS THAT ARE BELOW GRADE, BEHIND WALLS OR OTHER OBSTRUCTIONS OR EXTERIOR TO THE BUILDING, ELECTRICAL WIRING, AND PIPING. 9, Customer Responsibilities, Customer shall regularly test the Systems) in accordance with applicable law and manufacturers' and Company's recommendations. Customer shall promptly notify Company of any malfunction In the Covered System(s) which comes to Customer's attention. This Agreement assumes any existing systems) are In operational and maintainable condition as of the Agreement date, If, upon inspection, Company determines that repairs are recommended. repair charges will be submitted for approval by Customer's on -site representative prior to work. Should such repair work be declined, Company shall be relieved from any and all liability arising therefrom, Customer further agrees to: • Provide Company clear access to Covered System(s) to be serviced including, if applicable, IN trucks or other equipment needed to reach Inaccessible equipment • Supply suitable electrical service, heat, heat tracing adequate water supply, and required system schematics and /or drawings; • Notify all required persons, Including but not limited to authorities having jurisdiction, employees, and monitoring services, of scheduled testing and/or repair of systems; • Provide a safe work environment; • In the event of an emergency or Covered System(s) failure, lake reasonable precautions to protect against personal Injury, death, andfor property damage and continue such measures until the Covered Systems) are operational: and • Comply with all laws, codes, and regulations pertaining to the equipment and /or services provided under this agreement. Customer represents and warrants that it has the right to authorize the Services to be performed as set forth in this Agreement. 10, Repair Services. Where Customer expressly includes repair, replacement, and emergency response services in the Service Solution section of this Agreement, such services apply only to the components or equipment of the SG0001 US ENG (Rev. 1212010) Page 5 of 8 tD 2010 SimplexoGrinnell LP. All rights reserved 25B -15 Covered System(s). Customer agrees to promptly request repair services in the event the System becomes inoperable or oths ice requires repair, The Agreement price does not include repairs to the Covered Systems) recommended by Company as a result of an inspection, for which Company will submit independent pricing to customer and as to which Company will not proceed until Customer authorizes such work and approves the pricing. Repair or replacement of non - maintainable pads of the Covered Systems) Including, but not limited to, unit cabinets, Insulating material, electrical wirini structural supports, and all other non - moving parts, is not included under this Agreement. 11. System Equipment. The purchase of equipment or peripheral devices, (including but not limited to smoke detectors, passive infrared detectors, card readers, sprinkler system components, extinguishers and hoses) from Company shall be subject to the terms and conditions of this Agreement. If, in Company's sole judgment, any peripheral device or other system equipment, which is attached to the Covered Syslani whether provided by Company, Customer or a third party, interferes with the proper operation of the Covered System(s), Customer shall remove or replace such device or equipment promptly upon notice from Company. Failure of Customer to remove or replace the device shall constitute a material breach of this Agreement. If Customer adds any third party device or equipment to the Covered System(s), Company shall not be responsible for any damage to or failure of the Covered Systems) caused in whole or in pan by such device or equipment. 12, Reports. Where inspection and/or test services are selected, such inspection and/or test shall be completed on Company's then current Report form, which shall be given to Customer, and. where applicable, Company may submit a copy thereof to the local authority having jumsdiction. The Report and recommendations by Company are only advisory In nature and are intended to assist Customer in reducing the risk of loss to property by indicating obvious defects or Impairments noted to the system and equipment inspected and /or tested. They are not Intended to Imply that no other defects or hazards exist or that all aspects of the Covered System(s), equipment, and components are under control at the time of inspection. Final responsibility for the condition and operation of the Covered Systems) and equipment and components lies with Customer. 13. Availability and Cost of Steel, Plastics & Other Commodities. Company shall not be responsible for failure to provide services, deliver products, or otherwise perform work required by this Agreement due to lack of available steel products or products made from plastics or other commodities. (p In the event Company is unable, after reasonable commercial efforts, to acquire and provide steel products, or products made from plastics or other commodities, If required to perform work required by this Agreement, Customer hereby agrees that Company may terminate the Agreement, or the relevant portion of the Agreement, at no additional cost and without penalty. Customer agrees to pay Company in full for all work performed up to the time of any such termination. (It) If Company is able to obtain the steal products or products made from plastics or other commodities, but the price of any of the products has risen by more than 10% from the date of the bid, proposal or date Company executed this Agreement, whichever occurred first, then Company may pass through that increase through a reasonable price Increase to reflect increased cost of materials. 14. Confined Space. If access to confined space by Company is required for the performance of Services, Services shall be scheduled and performed in accordance with Company's then - current hourly rate. 16. Hazardous Mala rlals. Customer represents that, except to the extent that Company has been given written notice of the following hazards prior to the execution of this Agreement, to the best of Customer's knowledge there is no: "Permit confined space," as defined by OSHA. Risk of infectious disease, Need for air monitoring, respiratory protection, or other medical risk, s Asbestos, asbestos- containing material, formaldehyde or other potentially toxic or otherwise hazardous material contained In or on the surface of the Floors, walls, ceilings, Insulation or other structural components of the area of any building where work is required to be performed under this Agreement. All of the above are hereinafter referred to as "Hazardous Conditions ". Company shall have the right to rely on the representations listed above. If hazardous conditions are encountered by Company during the course of Company's work, the discovery of such materials shall constitute an event beyond Company's control and Company shall have no obligation to further perform in the area where the hazardous conditions exist until the area has been made safe by Customer as certified In writing by an independent testing agency, and Customer shall pay disruption expenses and re- mobllization expenses as determined by Company.This Agreement does not provide for the cost of capture, containment or disposal of any hazardous waste materials, or hazardous materials, encountered in any of the Covered Systems) and/or during performance of the Services. Said materials shall at all times remain the responsibility and property of Customer. Company shall not be responsible for the testing, removal or disposal of such hazardous materials 16. Remote Service. If Customer selects Remote Service, Customer' untlerstantls and agrees that, while Remote Service provides for communication regarding Customer's fire alarm system to Company via the internet. Remote Service does not constitute monitoring of the system and Customer understands that Remote Service does not provide for Company to contact the fire department or other authorities In the event of a fire alarm. The Customer understands that if it wishes to receive monitoring of Its fire alarm system and notification of the fire department or other authorities in the event of a fire alarm, it must select monitoring services as a separate service under this Agreement. CUSTOMER FURTHER UNDERSTANDS AND AGREES THAT THE TERMS OF SECTION 17.F OF THIS AGREEMENT APPLY TO REMOTE SERVICE. 17. Monitoring Services. If Customer has selected Monitoring services, the following shall apply to such services: A. Alarm Monitoring Service. Customer agrees and acknowledges that Company's sole and only obligation under this Agreement shall be to provide alarm monitoring, notficatlon, and /or Runner services as set forth in this Agreement and In endeavor to notify the party(ies) identified by Customer on the ContacUCali List ( "Contacts') and /or Local Emergency Dispatch Numbers for responding authorities. Upon receipt of an alarm signal, Company may, at our sole discretion, attempt to notify the Contacts to verify the algnal is not false. If we fail to notify the Contacts or question the response we receive, we will attempt to notify the responding authority. In the event Company receives a supervisory signal or trouble signal, Company shall endeavor to promptly notify one of the Contacts. Company shall not be responsible for a Contact's or responding authority's refusal to acknowledge /respond to Company's notifications of receipt of an alarm signal, nor shall Company be required to make additional notifications because of such refusal. The Contacts are authorized to act on Customer's behalf and, if so designated on the ContacbCell List, are authorized to cancel an alarm prior to the notification of authorities. Customer understands that local laws, ordinances or policies may restrict Company's ability to provide the alarm monitoring and notification services described in this Agreement and /or necessitate modified or additional services and related charges to Customer. Customer understands that Company may employ a number of Industry- recognized measures to help reduce occurrences of false alarm signal activations. These measures may include, but are not limited to, implementation of industry- recognized default settings; Implementation of "partlal clear time bypass" procedures at our alarm monitoring center and other similar measures at our sole discretion from time to time THESE MEASURES CAN RESULT IN NO ALARM SIGNAL BEING SENT FROM AN ALARM ZONE IN CUSTOMER'S PREMISES AFTER THE INITIAL ALARM ACTIVATION UNTIL THE ALARM SYSTEM IS MANUALLY RESET. Upon receiving notification from Company that a fire or gas detection (e.g. carbon monoxide) signal has been received, the responding authority may forcibly enter the premises. Cellular radio unit test supervision, it provided under this Agreement, provides only the status of the cellular radio unit's current signaling ability at the time of the test communication based on certain programmed intervals and does not serve to detect the potential loss of radio service at the time of an actual emergency event. Company shall not be responsible to provide monitoring services under this Agreement unless and until the communication link between Customer's premises and Company's Monitoring Center has been tested. SUCH SERVICES ARE PROVIDED WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. B Limitation of Liability; Limitations of Remedy. Customer understands that Company offers several levels of Monitoring Services and that the level described has been chosen by Customer after considering and balancing various levels of protection afforded and their related coats. 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 Monitoring Services and the scope of liability sat 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 damage In the event of any loss or Injury and that Customer releases and waives all right of recovery against Company arising by way of subrogation. Company makes no guaranty or Warranty, Including any Implied warranty of merchantability or fitness for a particular purpose that equipment or services supplied by Company will detect or avert occurrences or the consequences there from that the equipment or service was designed to detect or avert. it is Impractical and extremely difficult to fix the actual damages, if any, which may proximately result from failure on the part of Company to perform any of Its monitoring obligations under this Agreement. Accordingly, Customer agrees that, Company shall be exempt from liability for any loss, damage or Injury arising directly or Indirectly from occurrences, or the consequences there from, which the equipment or service was designed to detect or avert. Should Company be found liable for any loss, damage or Injury arising from a failure of the equipment or service In any respect, Company's liability with respect to Monitoring Services shall be the lesser of the annual tae for Monitoring Services allocable to the site where the incident occurred or two thousand five hundred ($2,500) dollars. Such sum shall be complete and exclusive. If Customer desires Company to assume greater liability, the parties shall amend this Agreement by attaching a rider setting forth the amount of additional liability and the additional amount payable by the Customer for the assumption by Company of such greater liability, provided however that such rider shall In no way be interpreted to hold Company as an Insurer, SG0001 US.ENG (Rev, 12/2010) Page 6 of 6 Oc 2010 SimpiexGrinnell LP. All rights reserved 25B -16 IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM ANY SERVICING, ALTERATIONS, MODIFICATIONS, CHANGES, OR MOVEMENTS OF THE COVERED SYSTEM(S), AS HEREINAFTER DEFINED, OR ANY OF ITS COMPONENT PARTS BY THE CUSTOMER OR ANY THIRD PARTY, COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM THE USE, LOSS OF THE USE, PERFORMANCE, OR FAILURE OF THE COVERED SYSTEMS) TO PERFORM, The limitations of liability set forth in this Agreement shall Inure to the benefit of ali parents, subsidiaries and affiliates of Company, whether direct or indirect, Company's employees, agents, officers and directors. C. Indemnify, Insurance. Customer agrees to Indemnify, held harmless and defend Company against any and all losses, damages, costs, including expert fees and costa, and expenses Including reasonable defense costs, arising from any and all third party claims for personal injury, death, property damage or economic loss, arising In any way from any act or omission of Customer or Company relating in any way to the Monitoring Services provided under this Agreement, whether such claims are based upon contract, warranty, tort (including but not limited to active or passive negligence), strict liability or otherwise. Company reserves the right to select counsel to represent it in any such action. Customer shall name Company, Its officers, employees, agents, subcontractors, suppliers, and representatives as additional insureds on Customer's general liability and auto liability policies, D. No modification, Modification to Sections 17 B or C may Only be made by a written amendment to this Agreement signed by both parities specifically referencing Section 17 B and /or C, and no such amendment shall be effective unless approved by the managerof Company's Central Monitoring Center, E. Customer's Duties. In addition to Customers duty to indemnify, defend, and hold Company harmless pursuant to this Section 17: 1. Customer agrees to fumish the names and telephone numbers of all persons authorized to enter or remain on Customer's promises and /or that should be notified In the event of an alarm (the ContacUCail List) and Local Emergency Dispatch Numbers and provide all changes, revision and modiffcallons to the above to Company In writing In a timely manner, Customer must ensure that all such persons are authorized and able to respond to such notification. R. Customer shall carefully and property test and set the system Immediately prior to the sacuring of the premises and carefully test the system In a manner prescribed by Company during the term of this Agreement. Customer agrees that it Is responsible for any lasses or damages due to malfunction, miscommunication or failure of Customer's system to accurately handle, process or communicate dale data, If any defect in operation of the System develops, or In the event of a power failure, interruption of telephone service, or other interruption at Customer's premises of signal or data transmission through any media, Customer shall notify Company immediately. If space /interior protection (Le, ultrasonic, microwave, infrared, etc.) is part of the System, Customer shall walk test the system In the manner recommended by Company. Iii. When any device or protection is used, including, but not limited to, space protection, which may be affected by turbulence of air, occupied airspace change or other disturbance, forced air heaters, air conditioners, horns, bells, animals and any other sources of air turbulence or movement which may interfere with the effectiveness of the System during closed periods while the alarm system is on, Customer shall notify Company iv. Customer shall promptly reset the System after any activation. v, Customer shalt notify Company regarding any remodeling or other changes to the protected premises that may affect operation of the system. vi. Customer shall cooperate with Company In the installation, operation and /or maintenance of the system and agrees to follow all Instructions and procedures which may be prescribed for the operation of the system, the rendering of services and the provision of security for the premises. vii. Customer shall pay all charges made by any telephone or communications provider company or other utility for installation, leasing. and service charges of telephone lines connecting Customer's premises to Company. Customer acknowledges that alarm signals from Customer's premises to Company are transmitted over Customer's telephone or other transmission service and that in the event the telephone or other transmission service is out or order, disconnected, placed on "vacation ", or otherwise Interrupted, signals from Customer's alarm system will not be received by Company, during any such interruption in telephone or other transmission service and the interruption will not be known to Company. Customer agrees that In the event the equipment or system continuously transmits signals reasonably determined by Company to be false and /or excessive in number, Customer shall be subject to the additional costs and fees incurred by Company in the receiving and /or responding to the excessive signals and /or Company may at its sole discretion terminate this Agreement with respect to Monitoring services upon notice to Customer. F. Communication Facilities. t. Authorization. Customer authorizes Company, on Customers behalf, to request services, orders or equipment from a telephone company, wireless carrier or other company providing communication facilities, signal transmission services or facilities under this Agreement (referred to as " Communication Company "). Should any third party service, equipment or facility be required to perform the Monitoring services set forth In this Agreement, and should the same be terminated or become otherwise unavailable or Impracticable to provide, Company may terminate Monitoring services upon notice to Customer. R. Digital Communicator. Customer understands that a digital communicator (DACT). If installed under this Agreement, uses traditional telephone lines for sending signals which eliminate the need for a dedicated telephone line and the costs associated with such dedicated lines. ill. Derived Local Channel. The Communication Company's services provided to Customer in connection with the Services may include Derived Local Channel service, Such service may be provided under the Communication Company's service marks or service names. These services include providing lines, signal paths, scanning and transmission. Customer agrees that the Communication Company's liability is limited to the same extent Company's liability is limited pursuant to this Section 17. Iv. CUSTOMER UNDERSTANDS THAT COMPANY WILL NOT RECEIVE ALARM SIGNALS WHEN THE TELEPHONE LINE OR OTHER TRANSMISSION MODE IS NOT OPERATING OR HAS BEEN CUT, INTERFERED WITH OR IS OTHERWISE DAMAGED OR IF THE ALARM SYSTEM IS UNABLE TO ACQUIRE, TRANSMIT OR MAINTAIN AN ALARM SIGNAL OVER CUSTOMER'S TELEPHONE SERVICE FOR ANY REASON INCLUDING NETWORK OUTAGE OR OTHER NETWORK PROBLEMS SUCH AS CONGESTION OR DOWNTIME, ROUTING PROBLEMS, OR INSTABILITY OF SIGNAL QUALITY. CUSTOMER UNDERSTANDS THAT OTHER POTENTIAL CAUSES OF SUCH A FAILURE OVER CERTAIN TELEPHONE SERVICES (INCLUDING BUT NOT LIMITED TO SOME TYPES OF DSL, ADSL, VOIP, DIGITAL PHONE, INTERNET PROTOCOL BASED PHONE OR OTHER INTERNET INTERFACE -TYPE SERVICE OR RADIO SERVICE, INCLUDING CELLULAR OR PRIVATE RADIO, ETC. (" NON - TRADITIONAL TELEPHONE SERVICE ")) INCLUDE BUT ARE NOT LIMITED TO: (1) LOSS OF NORMAL ELECTRIC POWER TO CUSTOMER'S PREMISES (THE BATTERY BACK -UP FOR THE ALARM PANEL DOES NOT POWER TELEPHONE SERVICE); AND (2) ELECTRONICS FAILURES SUCH AS A MODEM MALFUNCTION. CUSTOMER UNDERSTANDS THAT COMPANY WILL ONLY REVIEW THE INITIAL COMPATIBILITY OF CUSTOMER'S ALARM SYSTEM WITH NON - TRADITIONAL TELEPHONE SERVICE AT THE TIME OF INITIAL CONNECTION TO COMPANY'S MONITORING CENTER AND THAT CHANGES IN CUSTOMER'S TELEPHONE SERVICE'S DATA FORMAT AFTER THE INITIAL REVIEW OF COMPATIBILITY COULD MAKE CUSTOMER'S TELEPHONE SERVICE UNABLE TO TRANSMIT ALARM SIGNALS TO COMPANY'S MONITORING CENTERS. IF COMPANY DETERMINES IN ITS SOLE DISCRETION THAT IT IS COMPATIBLE, COMPANY WILL PERMIT CUSTOMER TO USE NON- TRADITIONAL TELEPHONE SERVICE AS THE SOLE METHOD OF TRANSMITTING ALARM SIGNALS, ALTHOUGH CUSTOMER UNDERSTANDS THAT COMPANY RECOMMENDS THE USE OF AN ADDITIONAL BACK-UP METHOD OF COMMUNICATION TO CONNECT CUSTOMER'S ALARM SYSTEM TO THE MONITORING CENTER REGARDLESS OF THE TYPE OF TELEPHONE SERVICE USED. CUSTOMER ALSO UNDERSTANDS THAT IF COMPANY DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S NON - TRADITIONAL TELEPHONE SERVICE IS OR LATER BECOMES NOWCOMPATIBLE, OR IF CUSTOMER CHANGES TO ANOTHER NON - TRADITIONAL TELEPHONE SERVICE THAT IS NOT COMPATIBLE, THEN COMPANY REQUIRES THAT CUSTOMER USE AN ALTERNATE METHOD OF COMMUNICATION ACCEPTABLE TO COMPANY AS THE PRIMARY METHOD TO CONNECT CUSTOMER'S ALARM SYSTEM TO THE MONITORING CENTER. CUSTOMER N6 R TAND THAT TRANSMISSION OF FIRE ALARM SIGNALS BY MEANS OTHER THAN A TRADITIONAL TELEPHONE LINE MAY NOT BE IN COMPLIANCE WITH FIRE ALARM STANDARDS OR SOME LOCAL FIRE CODES AND THAT IT IS CUSTOMER'S OBLIGATION TO COMPLY WITH SUCH STANDARDS AND CODES, CUSTOMER ALSO UNDERSTANDS THAT IF THE ALARM SYSTEM HAS A LINE CUT FEATURE, IT MAY NOT BE ABLE TO DETECT IF A NON - TRADITIONAL TELEPHONE SERVICE LINE IS CUT OR INTERRUPTED, AND THAT COMPANY MAY NOT BE ABLE TO PROVIDE CERTAIN AUXILIARY MONITORING SERVICES THROUGH A NON - TRADITIONAL TELEPHONE LINE OR SERVICE, CUSTOMER FURTHER UNDERSTANDS THAT THE ALARM PANEL MAY BE UNABLE TO SEIZE THE PHONE LINE TO TRANSMIT AN ALARM SIGNAL IF ANOTHER CONNECTION IS OFF THE HOOK DUE TO IMPROPER CONNECTION OR OTHERWISE. G. Verification; Runner Service. Some jurisdictions may require alarm verification by telephone or on -site verification (Runner Service) before dispatching emergency services. In the event that a requirement of alarm verification becomes effective after the date of this Agreement, such services may be available at an additional charge. Company shall not be held liable for any delay or failure of dispatch of emergency services arising from such verification. Where Runner Service is indicated, such services may be provided by a third party. COMPANY WILL NOT ARREST OR DETAIN ANY PERSON. H. Personal Emergency Response Service. If Customer has selected Personal Emergency Response Services, Customer agrees that the very nature of Personal Emergency Response Services, irrespective of any delays, involves uncertainty. risk and possible serious injury, disability or death, for 300001 US.ENG (Rev. 12/2010) Page 7 of 8 ® 2010 SlmplexGrinnell LP. All rights reserved 25B -17 which Company should not under any circumstances be held responsible or liable: that the equipment furnished for Personal Emergency Response Services is not foolproof and may experience signal transmission failures or delays for any number of reasons, whether or not our fault or under Company's control; that the actual time required for medical emergency providers to arrive at the premises and /or to transport any person requiring medical attention Is unpredictable and that many contributing factors. Including but not limited to such things as telephone network operation, distance, weather, road and traffic conditions, alarm equipment function and human factors, both with responding authorities and with Company, may affect response 16. Limited Warranty. COMPANY WARRANTS THAT ITS WORKMANSHIP AND MATERIAL, EXCLUDING MONITORING SERVICES, FURNISHED UNDER THIS AGREEMENT WILL BE FREE FROM DEFECTS FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF FURNISHING. Where Company provides product or equipment of others. Company will warrant the product or equipment only to the extent warranted by such third party. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS OR EQUIPMENT, IF ANY, SUPPORTED HEREUNDER. COMPANY MAKES NO WARRANTY OR REPRESENTATION, AND UNDERTAKES NO OBLIGATION TO ENSURE BY THE SERVICES PERFORMED UNDER THIS AGREEMENT, THAT COMPANY'S PRODUCTS OR THE SYSTEMS OR EQUIPMENT OF THE CUSTOMER WILL CORRECTLY HANDLE THE PROCESSING OF CALENDAR DATES BEFORE OR AFTER DECEMBER 31, 1999. 19. Taxes, Fees, Pines, Licenses, and Permits. Customer agrees to pay all sales tax, use tax, property tax, ublity tax and other taxes required in connection with the equipment and services listed, including telephone company line charges, if any. Customer shall comply with all laws and regulations relating to the equipment and its use and shall promptly pay when due all sales, use, property, excise and ether taxes and all permit, license and registration fees now or hereafter Imposed by any government body or agency upon the equipment or its use. Company may, without notice, obtain any required permit, license or registration for Customer at Customer's expense and charge a fee for this service. if Customer fails to maintain any required licenses or permits, Company shall not be responsible for performing the services and may terminate the services without notice M Customer, 20, Outside Charges. Customer understands and accepts that Company specifically denies any responsibility for charges associated with the notification or dispatching of anyone, Including but not limited to fire department, police department, paramedics, doctors, or any other emergency personnel, and if there are any charges Incurred as a result of said notification or dispatch, said charges shall be the responsibility of Customer. 21. Insurance. Customer shall name Company, its officers, employees, agents, subcontractors, suppliers, and representatives as additional insureds on Customers general liability and auto liability policies. 22. Waiver of Subrogation. Customer does hereby for Itself and all other parties claiming under it release and discharge Company from and against all hazards covered by Customer's insurance, it being expressly agreed and understood that no insurance company or insurer will have any right of subrogation against Company. 23, Force Melanie, Exclusions. Company shall not be responsible for delays, interruption or failure to render services due to causes beyond Its control, including but not limited to material shortages, work stoppages, Ores, civil disobedience or unrest, severe weather, fire or any other cause beyond the control of Company. This Agreement expressly excludes, without limitation, provision of fire watches; reloading of, upgrading, and maintaining computer software; making repairs or replacements necessitated by reason of negligence or misuse of components or equipment or changes to Customer's premises; vandalism; power failure; current fluctuation; failure due to non- Company installation; lightning, electrical storm, or other severe weather; water; accident; fire: acts of God; testing Inspection and repair of duct detectors, beam detectors, and UVAR equipment; provision of fire watches; clearing of ice blockage; draining of improperly pitched piping( batteries', recharging of chemical suppression systems; reloading of, upgrading, and maintaining computer software; corrosion (Including but not limited to micro- bactedally Induced corrosion ( "MIC ")); cartridges greater that 16 grams; gas valve installation; or any other cause external to the Covered System( &) and Company shall not be required to provide Service while interruption of service due to such causes shall continue. This Agreement does not cover and specifically excludes system upgrades and the replacement of obsolete systems, equipment, components or parts. All such services may be provided by Company at Company's sole discretion at an additional charge. If Emergency Services are expressly included In the Service Solution, the Agreement than does not include travel expenses. 24. Delays. Company shall have no responsibility or liability to Customer or any other person for delays in the installation or repair of the System or the performance of our Services regardless of the reason, or for any resulting consequences. 25. Termination. Company may terminate this Agreement immediately at its sole discretion upon the occurrence of any Event of Default as hereinafter defined. Company may also terminate this Agreement at its sole discretion upon notice to Customer if Company's performance of its obligations antler this Agreement becomes impracticable due to obsolescence of equipment at Customers premises or unavailability of parts. 26. No Option to Solicit. Customer shall not, directly or Indirectly . on its own behalf or on behalf of any other person, business, corporation or entity, solicit or employ any Company employee, or induce any Company employee to leave his or her employment with Company, for a period of two years after the termination of this Agreement. 27. Default. An Event of Default shall Include 1) any full or partial termination of this Agreement by Customer before the expiration of the then - current Term, 2) failure of the Customer to pay any amount within ten (10) days after the amount is due and payable. 3) abuse of the System or the Equipment. 4) failure by Customer to observe, keep or perform any term of this Agreement; 5) dissolution. termination, discontinuance, insolvency or business failure of Customer, Upon the occurrence of an Event of Default, Company may Pursue one or more of the following remedies, 1) discontinue furnishing Services, 2) by written notice to Customer declare the balance of unpaid amounts due and to became due under the this Agreement to be Immediately due and payable, provided that all past due amounts shall bear interest at the rate of 1 %% per month (1804 per year) or the highest amount permitted by law, 3) receive Immediate possession of any equipment for which Customer has not paid. 4) proceed at law or equity to enforce performance by Customer or recover damages for breach of this Agreement, and 5) recover all costs and expenses, including without limitation reasonable attorneys' fees., in connection with enforcing or attempting to enforce this Agreement. 28. One-Year Limitation on Actions; Choice of Law. it is agreed that no suit, or cause of action or other proceeding shall be brought against either party more than one (1) year after the accrual of the cause of action or one (1) year after the claim arises, whichever is shorter, whether known or unknown when the claim arises or whether based on tort. Agreement, or any other legal theory. The laws of Massachusetts shall govern the validity, enforceability, and interpretation of this Agreement. 28. Assignment. Customer may not assign this Agreement without Company's prior written consent. Company may assign this Agreement without obtaining Customer's consent. 30. Entire Agreement. The parties intend this Agreement, together with any attachments or Riders (collectively the "Agreement) to be the final, complete and exclusive expression of their Agreement and the terms and conditions thereof. This Agreement supersedes all prior representations, understandings or agreements between the parties, written ororal, and shall constitute the sole terms and conditions relating to the Services. No waiver, change, or modification of any terms or conditions of this Agreement shall be binding on Company unless made in writing and signed by an Authorized Representative of Company. 31. Headings, The headings in this Agreement are for convenience only. 32. Severabllity. If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whale or in part, this Agreement will continue to be valid as to the other provisions and the remainder of the affected provision. 33. Electronic Media. Customer agrees that Company may scan, image or otherwise convert this Agreement into an electronic format of any nature. Customer agrees that a copy of this Agreement produced from such electronic format is legally equivalent to the original for any and all purposes, including litigation. Customer agrees that Company's receipt by fax of the Agreement signed by Customer legally binds Customer and such fax copy is legally equivalent to the original for any and all purposes, including litigation. 34. Legal Foes. Company shall be entitled to recover from the Customer all reasonable legal fees incurred In connection with Company enforcing the terms and conditions of this Agreement. 35, License Information (Security System Customers): AL Alabama Electronic Security Board of Licensure 7956 Vaughn Road, PMB 392, Montgomery , Alabama 36116 (334) 2644388: AR Regulated by: Arkansas Beard of Private Investigators and Private Security Agencies, qi State Police Plaza Drive, Little Rack 72209 (501)618 -8800: CA Alan company operators are licensed and regulated by the Bureau of Security and investigative Services, Department of Consumer Affairs, Sacramento, CA, 95814. Upon completion of the Installation of the alarm system, the alarm company shall thoroughly instruct the purchaser in the proper use of the alarm system. Failure by the licensee, without legal excuse, to substantially commence work within 20 days from the approximate date specified in the agreement when the work will begin Is a violation of the Alarm Company Act: NY Licensed by the N.Y.S. Department of the State: TX Texas Commission on Private Security, 5805 N. Lamar Blvd„ Austin, TX 78752 -4422, 512 -424 -7710. License numbers available at www.simplexgrimel.com or contact your local SimplexGrinnat office. SG0001 US.ENG (Rev. 12/2010) Page 8 of 8 25B -18 Q 2010 SimpiexGrinnell LP. All rights reserved