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SIMPLEX GRINNELL LP - 2016
NOT ON FILE )., c® Y s=HI( tJ6 vvUIVIJIL CONSULTANT AGREEMENT A -2016 -198 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: 1. 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 $14,746.00 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. 3. TERM The term of this Agreement shall be from October 1, 2015 to September 30; 2018, unless terminated earner pursuant to Section 12, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire tern 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. 5. 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. d. if Consultant is or employs a licensed professional such as an architect or engineer, Professional liability (errors or emissions) 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 full 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 furnish 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. 6. 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 terms of, or effects arising from this Agreement, City may make all reasonable decisions with respect to its representation in any legal proceeding. 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 rightfiil 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 Copies to: Santa Ana, California 92702-1988 Facsimile (714) 647 -6956 Chief of Police Santa Aria Police Department City of Santa Ana 60 Civic Center Plaza (M -97) P.O. Box 1988 Santa Ana, California 92702 -1988 Facsimile (714) 245 -8007 And To Consultant: City Attomey 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 shalt be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duty 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 terns of this Agreement and any attachments hereto, the terns 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. 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. f[cll►[i7►�iI6�fJfuf1►llri -iF[i 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. JURISDICITON - 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 term 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 pernits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: 50 L304tv : �, � MARIA D. HUIZAR jA-CIrrk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: S", LAURA A. ROSSINI Senior Assistant City Attorney CITY OF SANTA ANA DAV� OS City Manager RECD [END I, a OVAL: CONSULTANT CARLOS ROJA Andrew Fagan Chief of Police Area General Manager EXHIBIT A SCOPE OF SERVICES AND RATES AND CHARGES 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 Po Box 1981 SANTA ANA, CA 92701.1981 SlmplexCrinnell Sales Representative: STEVE JAMES MILLER 12728 Shoemaker Ave SANTA FE SPRINGS, CA 90670 -6345 StMiller@simplexgrinnell.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. 1212010) Page 1 of 8 (9 2010 SimpleBGrinnell -P. All rights reserved 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 - Parts and Labor included on Panel only Platinum Service Plan - Parts and Labor Included on covered system SG0001 US.ENG (Rev. 1212010) Page 2 or 8 © 2010 SimplexGrinnell LP. All rights reserved 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 8 Special Provision pages uf this agreement, Services include: Battery Replacement and Software upgrades and Software Support Agreement. Also included is replacement of the |SC Controllers in the event uf card failure. EMERGENCY SERVICE CALL AND LABOR: For products specified within this provision 24.. hour /7 -day Service Provided 24 hours a day, 7days 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 device& 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 9V00 Access system nna quarterly basis. ALL LABOR FOR SERVICES NOT COVERED UNDER THIS AGREEMENT |S SUBJECT T0 THE FOLLOWING: $188,6O per hour for on -site technical support. Overtime multiplier 1,6, Sundays & Holidays: double 4ime, Emergency rail 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 So request normal service and /or critical service. AGREEMENT TERMS: This agreement |s for 1year. Should Santa Ana Police Departement choose to renew they will be able to renew for up to 2 accitional years at the same rate. 8ev0o1VosNo(Rov12/co/0) Page 3nr8 «»20nvSmple*GrinnwLP. All rights reserved 01- OCT -16 to 30- SEPT -16 (the "Initial Term "). PAYMENT TERM: Annual In Advance PAYMENT AMOUNT: • r a - 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: STEVE JAMES MILLER Print Name: Phone #: Title: Fax #: Phone #: License #: (If Applicable) Authorized Fax #: Signature: Email: Print Name: PO #: Title: Date: Date: SG0001 US.ENG (Rev. 12/2010) Page 4 of 8 O 2010 SimplexGrinnell LP. All rights reserved TERMS AND CONDITIONS 1. Term. The Initial Term of this Agreement shall commence on the date ofthis Agreement and continue for the period indicated in this Agreement. At the conclusion of the Initial Term, this Agreement shell automatically extend for successive terms equal to hie Initial Term, each and together a "Term" of this Agreement, 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 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 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. Code 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 Labllfty; 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 offorded 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 preperty 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 servioes supplied by Company will detect or avert occurrences or the consequences therefrom that the equipment or service was designed to detector 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 obligations under this Agreement. Accordingly, Customer agrees that, Company shell 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 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 for Services performed on site at Customer's premises 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 Sorvlees Is set forth in Section 17 of this Agreement. 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 [lability, 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 SYSTEM(S) 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. S. Reciprocal Waiver of Claims (SAFETY Act).. Certain of Company's systems and services have received Certification and /or Designation as Qualified Anti- Terrorism Technologies ("QATT ") under the Support Anti- terrorism by Fostering Effective Technologies Act of 2002, 8 U.S.C. §§ 441 -444 (the "SAFETY Act'). As required under 8 C.F.R. 25.5 (s), 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 a 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 costs, 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 not 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 active 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 costs, Customer acknowledges and agrees that by this Agreement Company, unless specifically stated, does not undertake any obligation to maintain or 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 p.m,), Monday through Friday, excluding Company holidays), as defined by Company, unless additional limes 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 at more systemic) or equipment as described in the Service Solution or the listed allachments CCoverad Systemic) "), 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 Systemic) in accordance with applicable law and manufacturers' and Company's recommendations, Customer shall promptly notify Company of any malfunction In the Covered Systam(s) which comes to Customer's attention. This Agreement assumes any existing system(s) 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 Systems) to be serviced including, if applicable, lift 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 Systems) failure, take reasonable precautions to protect against personal injury, death, and /or property damage and continue such measures until the Covered System(sj 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 8G0001 MENG (Rev.. 12/2010) Page 5 of 8 0 2010 SimplexGrinnell LP, All rights reserved Covered Syslam(s). Customer agrees to promptly request repair services in the event the System becomes inoperable or otherwise requires repair. The Agreement price does not Include repairs to the Covered System(s) 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 pals of the Covered System(s) Including, but not limited to, unit cabinets, insulating material, electrical wiring, 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 smolta 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 System(s), 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 of failure of the Covered Systems) caused In whole or in part 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 jurisdiction. 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 R Other Commodities, Company shall not be responsible for failure to provide services, deliver products, or otherwise perform work required by this Agreement duo to lack of available steel products or products made from plastics or other commodities. it) 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 steel products or products made from plastics or other Wrannuitles, 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. 15. Hazardous Materials. 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 Customers knowledge there is not "Permit confined space." as defined by OSHA, Risk of Infectious disease, • Need for air monitoring, respiratory protection, or other medical risk. 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 tho 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 certifled in writing by an Independent testing agency, and Customer shall pay disruption expenses and re- mobilization 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 System(s) and /or during performance of the Services. Said materials shall at all times remain the responsibility property of Customer. Company shall not be responsible for the testing, removal of disposal of such hazardous materials IS, Remote Service. If Customer selects Remote Service, Customer understands and agrees that, while Remote Service provides for communication regarding Customer's fire alarm system to Company via the Internal. 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 or 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, notification, and /or Runner services as set forth In this Agreement and to endeavor to notify the party(ies) Identified by Customer on the Contact/Call List ( "Contacts ") and /or Local Emergency Dispatch Numbers for responding authorities. Upon recelpt of an alarm signal, Company may, at our sole discretion, attempt to notify the Contacts to verify the signal is not false. If we fall 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 recelpt 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 ComactlCAll List, are authorized to cancel an alarm prior to the nogfieation of authorities. Customer understands that local laws, ordinances or polities may restrict Company's ability to provide the alarm monitoring and notification services described In this Agreement suntan 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 "partial clear time bypass" procedures atour 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, if 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 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 Monitoring 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 took 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 fee for Monitoring Services allocable to the site where the incident occurred or two thousand five hundred (S2,600) 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. 8G0001 US.ENG (Rev. 12/2010) Page 6 of 8 © 2010 SimplexGrinnell LP. All rights reserved 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 gat 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, C. Indemnity, Insurance. Customer agrees to indemnify, hold harmless and defend Company against any and all losses, damages, costs, Including expert fees and costs, 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 8 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 Fold Company harmless pursuant to this Section 17: I. Customer agrees to furnish the names and telephone numbers of all persons authorized to enter or remain on Customer's premises and /or that should he notified in the event of an alarm (the Contact/Call List) and Local Emergency Dispatch Numbers and provide all changes, revision and modifications 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, I. Customer shall carefully and properly lest and set the system Immediately prior to the securing 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 losses or damages due to malfunction, miscommunication or failure of Customer's system to accurately handle, process or communicate date data. If any defect in operation of the System develops, or in the event of power failure, Interruption of telephone service, or other Interruption at Customers premises of signal or data transmission through any media, Customer shell notify Company immediately. If space /interior protection (i.e. ultrasonic, microwave, Infrared, etc.) is part of the System, Customer shall walk test the system in the manner recommended by Company, Ili. 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 shall notify Companyregarding 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 Imes connecting Customers 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 of order, disconnected, placed on "vacation ", or otherwise Interrupted, signals from Customers 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 andlor 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, I. 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 sal 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. If. 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 lino and the costs associated with such dedicated Imes, Ili, 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. (" NONTRADITIONAL TELEPHONE SERVICE ")) INCLUDE BUT ARE NOT LIMITED TO: (1) LOSS OF NORMAL ELECTRIC POWER TO CUSTOMER'S PREMISES (THE BATTERY BACKUP 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 NOW TRADITIONAL TELEPHONE SERVICE AS THE SOLE METHOD OF TRANSMITTINO 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 NON - COMPATIBLE, 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 UNDERSTANDS THAT 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 -slte 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 (roan such verification. Where Runner Service is indicated, such services may be provided by a third party, COMPANY M-1. 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 S00001 US.ENG (Rev. 1212010) Page 7 of 8 © 2010 Simplex13rinnell LP, All rights reserved 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 18. 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, Fines, Licenses, and Permits. Customer agrees to pay all sales tax, use tax, property tax, utility 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 other taxes and all permid 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 to 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, price 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 Customer's general liability and auto liability policies, 22. Waiver of Subrogation. Customer does hereby for itself and all other pares 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 Majeure, 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, fires, 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; pre; 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- bacterially induced corrosion ( "MIC ")); cartridges greater that 16 grams; gas valve Installation; or any other cause external to the Covered Systems) and .Company shall not be required to provide SeNice 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 pans. All such services may. be provided by Company at Company's sale discretion at an additional charge. If Emergency Services are expressly included In the Service Solution, the Agreement price 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 Sarvices regardless of the reason, or for any resulting consequences. 26. 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 under this Agreement becomes impracticable due to obsolescence of equipment at Customer's premises or unavaiiabllity of pans, 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 become 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 Y,% per month (18% 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 mriormancs 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 shalt 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 arses, whichever is shorter, whether known or unknown when the claim arises or whether based an tort, Agreement, or any other legal theory. The laws of Massachusetts shall govern the validity, enfofceabllity, and inlerpretatton of this Agreement. 29, 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 or oral, 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. Severability. If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable In whole or in part, this Agreement wiil continue to be valid as to the other provisions and the remainder of the affected provision. a3. 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 or 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 Fees. Company shall be entitled to recover tram 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) 264 -9388: AR Regulated by: Arkansas Board of Private Investigators and Privalo Security Agencies, 01 State Police Plaza Drive, Little Rock 72209 (501)618 -8600: CA Alarm 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 Slate: TX Texas Commission on Private Security, 5805 N. Lamar Blvd., Austin, TX 78752 -4422, 572424 -7716. License numbers available at www.simplexgrinneil.com or contact your local SlmplexGmneli office. SG0001 US.ENG (Rev, 12/2010) Page 8 of 8 b 2010 Simplexi3rinneli LP. All rights reserved 6— CERTIFICATE OF LIABILITY INSU�2ANCE DAT9/lT0 16yyy) �,,,.� � 911312( }I6 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES N01 CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, Subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not Confer rights to the certificate hostler in lieu of such endozsemenY(s). PRODUCER CONTACT rLnd'y .9tA,Ioti, bllChael BCiaeY.T1V O!_ - ' --'ytl Ca. =_t:aoon NAME - Marsh USA Inc. �` 1 ��jj It 66 Avenue of the Americas A' ly " I `t PHONE -- FAX -" °7 r ^map -oL _ .Ci� New York, NY i 0036 E'MA�° ,ADDRESS. Pl as s botton 2nd pages - - — INSURER(S) AFFORDING COVERAGE NAIL tI Mt11D0lYYVV)IfhiM100lVYYYj INSURER A: ACE American Insurance Company .22 687 INSURED INSURER B: ACE Fire Underwriters Insurance Company 20702 SlmplextEdnneil LP _ INSURER C: Indemnity Insurance Company of North Amelia ! 43375 12728 Shoemaker Avenue _ Santa Fe Springs, CA 90670 United States 1 ■ri*V� ea"1manbll nJlydws --� THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, "TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PER-FAIN, 'THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE I "ERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED SY PAID CLAIMS. "INSRI AD01 (SUGRr I TYPE OF INSURANCE IIh oT!y� POLICY NUM13C2 POLICY Eff RYUCYEx -p LIMITB -- �R _ ... -�� Mt11D0lYYVV)IfhiM100lVYYYj A COMMERCIAL GENERAL UAaIUTY X X HDO 077400358 �10 02016 IS lit 1,000,000 or) ._0 I- CLAIAIShIAOE (X� OCCUR 1101/20'15 T ThTACF TGRIENrE NCM I'LD ISES(EOn $t 000.00000 _ ;PREb sec I OWNERS &CONTRACTORSPRUT uR 1 a x10000.00 "h.D�XP(Ayor X'�RRCF °SoIGNAL LIA611,I,Y ., �P R ONAL&AD INJURY S J' $10010,00090 r'ENL AGGRLCA 'E LIMIT APPLIES PER G NERALAGGR'G1TIS S 82000.000.00 X POLICY _ PRO LOC j (PRODUCTS- COMPOP AC @liS $2000,00000 OTHER: AUTOMOEILE LIABILITY A X X -ISA 1109859905 {Excluders NHj t UMEI9 D TIN L LIMIT 10!112015 I'10!'It2016 3 S 000,080.00 A APY AJTO S 1 11011/2015 1011J2016 BODILY INJURY (epe �5 ALL OWNED I SCI lEDULED i AUTO: ulos BOOM lIWIJRYIPe 301 0 - - "� T X X NON "CKIAED _ PROP RTY 67UJA( E I'_ HIRED FUrO ALTJS I ! NEW HAMPSHIRE(CSL 9 $250p0c.00 UMaftFLf ALIAN I bf CIJR EACH LCOUHRETlC � S EXCESS LIAR T ICI AIYL 4if pE AGGREGATr PRODUCT S - QED RETENTION'a - NEW HAi410.5 HIRE (CSL) - g WORKER' A AND EMPLOYERV UASIUTY X WLR 098592284 (A/ CA, MA) A P OTH 10'1/2015 1011!2018 STATUT ER B ANYP ROPRiETOR,PARTr4ER/EXEt "UTIVE YIN $(FC 48592296 WI) __. �10 11/2015 1011/2018 EL EAI,HA GIRb If �S 82,000,0(70.00 C 0FICEPATEMBERAXCLUDFOP N�NIA,, WILE C48592272(AII Other States) IIMentlotor9lnNH) '�. 110/1/2019 x1011/2,018 - -- -. I` — FL DISEASE - EA E4 LOYE,jS ... S2.000 000,00 I I, iasmbr, ender DESCRIPTION OF OPERATIONS BeIOw I ,. I POLICY .. Ys — 32,000,600.00 MIbi(T pF..SCnIPTION OF OPERATIONS !LOCATIONS!VEI IICi.ES IACORD iO I. Addifinlral ROmarks Sctretluiv. may Ue attavLeU ltm6e'# ® P. T., X -f -1:0 attached A' 4D _0 fm: fart 0mazks. 69 111,(4 /cf SANTA APIA POLICE DEPARTMENT 60 CIVIC CENTER PLAZA SANTA ANA, 92710 United States SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHOP17CU REPRESENTATIVE CnacnaATITIN AU,e.tarcrn��.,,od ACORD 25 (2014/01) 1 h ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC ADDITIONAL REMARKS SCHEDULE Page 2 of AGENCY NAMED INSURED Simplex0rinnell LP Marsh USA Inc. 12728 Shoemaker Avenue Santa `0 Springs, CA 90670 POLICY NUMBER United States CARRIER NAIC EFFECTIVE DATE. ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM 13 A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: _CERTIFICATE OF LIABILITY INSURANCE Vr-1`- 1.7 CANCE ILA TION 70 modzf'eti n.t--a -,E S,,)a,i.d any ol C:._ zbc,,L dez,-,r4 Ced poi, - las on clnce11,f, 2t- -at tI.,am to, non-payrtent of cet,,-- tn_ expiration uate tr.,raof, 33 days ,avl4ce. .f be dttli, z.d ro certifi.,t a--r:o-,danc,S with th. pol,oi A: l oti,e- te-=B and of tr.�s pA. 7y --zr,a±n uar,--..,qad. In arro, dance wi, tt. thp, FQ Li Cy f,,, j— ns, SANTA ANA POLE a DEPARPIML1,17 it Inc lude i is an -t1 -, 41,na 1 4 nsa d •mde- this p-li_y, a of on conita.l ew-e ad Into by 'he and SANTA P1,1.4 FCLTCZ DEEP-ATKruDIT. Ln to an acLaticnAl insured ,i aoni,/ -o pr,.waLy inwszanca whpxe reqr.ii°erl by ccntra�t ntzzd 'wL, b-, t named insured and cite SAF177A AITA PA.IC7, 0 EPAX71111,17,. Alay othn-, insiraa�e -,s-,-,ae6 tc, add�tionrl n,a ed snajj apply a, e,,cetS and ,t! jd ',j, t 4 o., I a C t%, of A, 4 ye -ir 3 -S .,I rHT) -e,,ent a 5 ?npj �o, aq�l VoWmte, - DJARDIFIG WAIVZ� a- Srs',DGP,—Ofl. In -'_dance w' the Pviiol,43, Lh-, 01 5.�rlog�tn 'ap!)14's .,_r m,t, - ov the norred FI,�.rtd and Srv!77A P-11A FSPAR-1,12,11T. 7 11;� 11'N f FOR QUESTIONS REGARDING THIS CERTIFICATE OF INSURANCE CONTACT: Kimberly Val, 1ance I Enlail : '-!1 ! 1an -'vs. i Firp, lnrle! 1. com Phone: 562-105-3916) ------------------------------------------------------------------------------------------------------------------------------------------------ THIS CERTIFICATE OF INSURANCE WAS GENERATE[) AND DELIVERED BY F.Xir[S RiskWorkse rmCerehr.,ItecrJ Process Aw..aticrn for Risk M,111a9m1,rM, h", IIII Trade — -------- to i0ear a. ,r EX In is can /1,1 burn .,, F 1, 1 Cam nrc -111500 1323 19e3 ACORD 101(2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT Named insured Tyoo International Management Company, LLC _ Endorsement Number 6 PolioySOmbol Pollry Number Poilcy Period Effective date o! Endorsement HDO G27400358 10/01/2015 To 10)0112016 lesued 5y (Name of Insurance Company) ACE American Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SECTION II - WHO IS AN IN$UREH, is amended to include as an additional insured; Any person or organization to whom you become obligated to .include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of your operations, completed operations, or premises owned by or rented to you. However, the insurance provided will not exceed the lesser of: • The coverage and /or limits of this policy, or • The coverage and /or limits required by said contract or agreement. Authorized Agent MS 24411 10/13 copynght 2011 M Page 1 of 1 1 NON - CONTRIBUTORY ENDORSEMENT FOR ADDITIONAL INSUREDS Named Insured Tyco International Management Company, LLC Endorsement Number 3 policy -syrn&oTl Policy Number Policy Period Effective Date of Endorsement ISA 108659905 10/0112015 TO 10/0112016 Issued By (Name of Insurance Company) ACE American Insurance Company msan me Pammy numuer. I na rummm��, m ma inmrrnuimn is'o oe cromp,eAao mny wnun una anaorsemom is iswsa suuueyuwn m mn PrnPernuon of uw Pm�cy. THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM Schedule Organlzation Additional Insured Endorsomenf All persons or entities added as additional Insureds through an endorsement with the term "Additional Insured" in the title (if no information Is filled In, the schedule shall read: Alf persons or entities added as additional insureds through an endorsement with the term 'Additional Insured" In the title) For organizations that are listed in the Schedule above that are also an Additional Insured under an endorsement attached to this policy, the following is added to the Other Insurance Condition under General Conditions: If other insurance is available to an insured we cover under any of the endorsements listed or described above (the "Additional Insured ") for a loss we cover under this policy, this insurance will apply to such loss on a primary basis and we will not seek contribution from the other Insurance available to the Additional Insured. �W Authorized Representative DA- 21666a (04/11) Page 1 of 1 POLICY NUMBER: HDO 627400358 Endorsement Number: 1 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, PRIMARY AND NONCONTRIBUTORY OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontrlbutory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that; (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG 20 01 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: HDO 627400358 Endorsement Number: 3 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed p0of to the date of loss, if not shown The following is added to Paragraph 0. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make For injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and Included in the "products - completed operations hazard ". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 0 Insurance Services Office, Inc., 2008 Page 1 of f vvurreers "rnpensauon ana TYCO INTERNATIONAL. MANAGEMENT COMPANY, LLC Policy Nuruher 9 ROSZEL ROAD PRINCETON NJ 013540 SymboLWLR NumberC48592272 10-01-2015 1-0 10-01-2016 10 -01 -2015 M1 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY IN A WRITTEN CONTRACT, PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS. For the states of CA, UT, TX, refer to state specific endorsements, This endorsement is not applicable in KY, NH, and NJ. Auth&Gze AAgent WC 00 (Y3 13 (1'1105) C0pyrlcPub'1982 -83, National Cound on Compensation - Wurtaerx Cbmrrcnsat4un and Gmplpvcrs' I TYCO IN MANAGEMENT COMPANY, LLG_....._.._._.�. - -- -- Poh,c &iuuL +cr 9 ROSM ROAD Symbol: WLR Number: 048592284 PRINCETON NJ 08540 10.01 -2015 TO 10-01-2016 ACE AMERICAN INSURANCE CALIFORNIA WAIVER OF Mi11 RiGHi 'rO RECOVER FROM o, HERS ENDORSEMENT 'Ihi:, endorsement applies only to Tile insurance provided by the policy bcr -ease Ctdil'ornia is shown in [tent „i.A, of the Information lase. We have the right to recover our payments front anyonc liable for an injury covered by this policy. We will not enforce tint right against the person or organization named in the Schedute, but this ecaiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you arc required by a written contract to obtain this waiver firom u3. You most maintain payroll records accuratsty scgrecsting the remuneration 01' your emptoyees while angaged in the work described in the Schedule. Schcdtde 1. { Specific Waiver Mom of'person or orgarrizatt"UP: i X ) Blanket Waiver Any person or orL_anization for whom the Named Insured has agreed by written contract to furnish this waiver, 1 Operations: 3. Premium The prum un charge lot this endonement shall be _2.0 percent of thf'C'alifornia picrnium developcd on Payroll in connection with work performed for the a.hoveperson(s) or organization(s) arising out of the operations described. 4. Minimum Premium $4 Autlxunnd Agmn We have the right to recover our payments from anyone liable for an injury covered by this policy. VYo will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that YOU perform work Linder a written contract that requires you to obtain this -agreement from Lis. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY |NA WRITTEN CONTRACT. PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OFLOSS For the states o/ CA, LIT, TX, refer k) state specific ondorsomeohy. This endorsement iu not applicable in KY, NH, and NJ. � Axm*na,oxoaw � TYCO INTERNATIONAL MANAGEMENT COMPANY, LLC 9 ROSZEL ROAD Policy Number PRINCETON NJ 08540 Syrnbol.SCF N(irnber:C48592296 10-01-2015 TO 10-01-20*16 10-01-2015 issued By (Narne of Insurance company) ACE FIRE UNDERWRITERS INS CO _Tnswt _the7)dig number The roLiaindwof the information Is to be conip-le—te—do'—inly-w—ien ti—ii�an—domernentis issued subs motto —[he preparALon_--- We have the right to recover our payments from anyone liable for an injury covered by this policy. VYo will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that YOU perform work Linder a written contract that requires you to obtain this -agreement from Lis. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY |NA WRITTEN CONTRACT. PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OFLOSS For the states o/ CA, LIT, TX, refer k) state specific ondorsomeohy. This endorsement iu not applicable in KY, NH, and NJ. � Axm*na,oxoaw � i4'orlu;rs, Contpensation it Emplo)crs'lJobllit) Po tin 1 N "'Ied In±uu'd I °.ndm nre—L\ , I I r TYCO INTERNATIONAL MANAGEMENT COMPANY. 9 RLNCET ROAD Symbol: WLR Numbar C485922'72 I 1 PRINCETON NJ OII540 Policy Period Effeedre Dsm oC Endorden�CN ��- 10-01 -2015 TO 10 -01 -2016 10 -01 -2015 Issued ny lNan'ic or lnsnranee Compuny9 INDEMNITY INS. CO. OF NORTH AMERICA _ [nx -rt the lmhc5numbar- Ilr.¢mti�R�td Bt nl ninrtrui ±i k�vunt?IUOdnlchvn this vyri is nt�nt i.Ip�u1uC:'ult lint m lh�fwLnSion TEXAS VNAM, "ROh OUR RIGHT TO RECOVER FROM OTHERS ENDORSLNIENT Phis endorsement applies only to tho, insurance provided by the policy beeatiSe Texas is shown in itarn 3.A. of the hitonnation page. %4'e have the right to recover our paytocins from anyone habla for an injury covered by this policy. We will not enforce ourright against the person or organization named in the Schedule, but this waiver applies otily with respect to bodily injury arising out of the operations described in the Schedule, where you arc required by a written contract to obtain this waiver from us. 'Phis endorsement shall not operata directly or indirectly to benefit anyone not named in the Schedule. Schedule 1. specific Waiver Name of person or organization! ( X ) Blanket Waiver Any person or organization for %v hom the Named Insured has agreed by written contract to furnish this vv-aiver. 2. Operations: ALL TEXAS OPERATIONS 3. Premium: The premium charge for this endorsement shall be _2 -0 percent of the premitnn developed on payroll in connection with work perfomtecl for die above person(s) or organizatioa(s) arising out of the operations described. q. Advance Promium:$0 bA'C 42 0 0 -1 ,0. (1'00) flit. in U.S_A. %Porkers' Compensation and Lmpinycrs' Liabl6nv Policy 'hJmvd 111a ed I ?nua: umni Sumoei —..— - -I TYCO INTERNATIONAL MANAGEMENT COMPANY, LLC --- - - ---- -.i Pchca tiNUhcr __ . 9 ROSZEL ROAD Spmbol WLR Nmnb�i C48592272 PRINCETON NJ 08540 l uliry terinl fffmcti,e Uae ofLndoisemurn 10-01 -2015 TO l 0 -01 2016 _ _ _. 10-01-2015 14411'.41 By (1 lIY1G Ui 1IIiPI'tlpVC fOlY1j1141 }t INDEMNITY INS CO OF NORTH AMERICA In +Gn thr itoh numb _Tla i. n.tiudcrtrftlt m6nnnnirn ivt i n mhn lhiscnli mntnt.rud ib luau io ih i rn.man rih Llicv I UTAH WAIVER OF SUBROGATION EiNDORSENflENT This endorsement applies only to the insurance provided by the policy becausc Utah is shown in Itern 3.A. of' the Information Pagc. We have the right to recover our payments from anyone liable Tor an iq}ury covered by this policy. We Will not unfoce our right against the person or organization named in the Schedule. (This agreeunmrt Etpplius only to the extent that ,von perform work under a written contract that requires you to obada this agreement from u s.) This agrccmcnt shall not operate directly or indirectly to benefit anyone not named in the schedule. Our waiver ol'rights does not icleasc your emplovices' rights against third parties and does not release our authority as trustee of claims against third patties. ScheciLLle ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY IN A WRITTEN CONTRACT PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS. r Authorized Ag ll — __�.... NV( '.t 3 01 05 (11.00) Ptd. in U.S.A. Workers'Compensation and Employers' Liability Policy Narned Insured Endorsement Number TYCO INTERNATIONAL MANAGEMENT COMPANY, LLC PRINCETON NJ 08540 SymboIWLR Numhei:C48592284 Effective Date of Endorsement 10-01-2015TO 10-0 1-2016 10-01 2015 ISSLIed By Name. Of InSLIQUICO Company) �RICAN ACE INSURANCE COMPANY me nthe )lcymammm P. rROiainderof the information is to be 1,onthead onlyAl�en this endomnment is issued 2 �e Uem otnin Of the policy, WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy, We will not enforce our right against the person or organization named in the Schedule. This agreement applies only tnthe extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. 0ohodu|w ANY PERSON VR ORGANIZATION AGANSTYVHOM YOU HAVE AGREED T0 WAIVE YOUR RIGHT DF RECOVERY !NA WRITTEN CON TRACT, PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR T0 THE DATE OFLOSS, For the states cd CA, UT, TX, refer io state specific endorsements. This endorsement is not applicable in KY, NH, and NJ. yright 1982-83, National Council on Compensation