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HomeMy WebLinkAboutReso 2007-1077 RESOLUTION NO. 2007 - I (), I A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING INSTALLATION AGREEMENT WITH ADT SECURITY SERVICES, INC., FOR THE HERITAGE PARK FACILITY, IN THE AMOUNT NOT TO EXCEED ELEVEN THOUSAND SEVEN HUNDRED EIGHTY-FIVE DOLLARS ($11,785.00), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THE TERMS OF THE AGREEMENTS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City issued Bid No. 04-08-01 for a Security System for the Sunny Isles Beach Government Center; and WHEREAS, the City Commission awarded the contract to ADT Security Services, Inc., through Resolution No. 2004-723 on October 14,2004; and WHEREAS, in order to maintain a uniform method of access control to City facilities, it is necessary to extend the City's current access control system to the new Heritage Park facility at 19250 Collins Avenue; and WHEREAS, the City wishes to contract with ADT Security Services, Inc., to provide installation of the necessary equipment at the new facility, and programming of the system, in an amount of Eleven Thousand Seven Hundred Eighty-Five Dollars ($11,785.00), attached hereto as Exhibit "A". NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of Agreement. The Agreement with ADT Security Services, Inc. for installation and programming of the security system for the Heritage Park facility, in the amount not to exceed Eleven Thousand Seven Hundred Eighty-Five Dollars ($11,785.00), attached hereto as Exhibit "A", be, and the same, is hereby approved. Section 2. Authorization ofMavor. The Mayor is hereby authorized to execute said Agreement. Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate the terms of the Agreement. Section 4. Effective Date. This Resolution will become effective upon adoption. R2007- ADT Security System for Heritage Park Facility PASSED AND ADOPTED this 19th day of April 2007. ATTES~:, ':/ - " .: ~I':A>~ . 'Jane A. H~nes, CM8, City Clerk ,', I } I . / ,'" '" y. ..' -' . APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Hans Ottinot, City Attorney Moved by: 'Vt ~ YY\~O{ WA1-t4R. Seconded by: ~\'Vvvv\,,;'Ssio"'\~ I(,~L~Sl~ Vote: t.{-6~ l Mayor Edelcup 0Y es) Vice Mayor Thaler V(Y es) Commissioner Brezin ~Y es) Commissioner Goodman -M:i.~,y es) Commissioner Iglesias ~ es) _(No) _(No) _(No) _(No) _(No) R2007- ADT Security System for Heritage Park Facility 2 . '" '- R j 1,-,:n-.-"" I . ev . \NUUU , COMMERCIAL SALES PROPOSAUAGAEEMENT Date To: (Customer Name and Address) ~'" AAddDT secur~.t,i~~:~~~~; ~e~~:/i~~~~i~:~~ .. ress.. __ . _ . ., . , ! {.:J. f i\l\/l.~8tn Street 810g D Suite 160 I /~q I I . 3/27/2007 C~it~/ of ~3Ijnn\l ! 31ES 8e.:ch - - 'I 2250 C~oilins .A\/~nue ;"lii.3r(\j, F;.~ 33,'1 e,5- ;;;L;{my 151 es, FL 32150 Tel. No 786-3:31-3987 Sales Rep: ..E.,ndres Falcon Attn: Norman i=deiclJ Tel. No. 30S-7S2-ii'09 ADT proposes to install or cause to be installed the equipment and furnish the services indicated herein: Type of Tran.-cllon QTY. DESCRIPTION f'Jew Card A.ccess install for 1 l250 blJi!ding LOCATION (BE SPECIFIC) PC1tfl'er ::;uP~!:\,iGhar9er WiMOM5 muit c1utput InterfacE << ~ A' 2 9attery 12V 7AH U nlv HEiale dev ice Eielif lOr (netI4lDr~, Int Iface to Eier/al in! E 131::e-RS~232) MUltl-Fun,::tioil ~:ommun!c:atierllnterfac AD;-"1'::;VED ASro FORM AND L.'.;;':'~".!. T~f.;T~~NCY ...~. ,,~._ ._ t.. JI." T 1'-- I:. (7'" ,~ .. ~ ~ 1_ . / Y\/'-"y,"'" .J / VI /\ / '( \l~) /..~ , '----- / '",- / -- -- / - H~N.sq~.,'i". "~ CITY ATTOR 800 series '..illlte wide wlremold mise elbows ana C:Oi1r,ectorEi program"lling of Eiystem ,3 ADT T-REX exit detectorwitamper,pl zO,tlmer &. 2 relays (packe'~ ~2 per cartNl)~~ht Po2E Style 8uttor,3QSec Timer 3 Locksmith Cl1argeEi are Inciude,j L ::' OrExpansion Kit locd: KT-.300/128k ontroller (1), V,.:2SXSF (2), T~1S40P!UL transformer (1), f<:T-8ATT-12 battery (1) and r.;.rm Reia)' (30 VDe ~ 2 AmpS) (2). FUMing-Out Clause Notwlthsranaing any contrary prOYIEilo of this agreement, each payment Obligation of tile city created ll} t:1ls agreement 16 coM loned upon ay allabllty of ruoos that are apprOpriated or aHocated for such payment. If sucl1 tu Os are not allocated and available, tills agreement may De termlnatelj by the etty at tne end Of the period for which fundS are jJo"allable. Tile city stJall notify .A.DT SeCUrlty Seliflces, in :. at the eartleEit pOEiSlt1ie time before suctJ ten'nlnatlon, j\.jo pen3lty Sl1all accure to the City In t e e~'ent this pro\'islon Is exercised, aM the City shall not be ot1llgated or lalble fOi any future pa ments due or for any damages as a result Of termination under tills section. VDirect Sale (equipment to become property of the Customer upon payment of Selling Price indicated below in full). o System to remain property of ADT. ADT may remove or upon written notice to the Customer, abandon in whole or in part, all devices, instruments, appliances, cabi- nets, and other materials associated with the system, upon termination of this agree- ment, without obligation to repair or re- decorate any portion of the Customer's premises upon such removal, and the re- moval or abandonment of such materials shall not be held to constitute a waiver of the right of ADT to collect any charges which have been accrued or may be accrued hereunder. Services To Be Provided P - Provided NP - Not Provided (Circle One) p~ Cenlral Station Signal Receiving and Notification Service o Fire Alarm 0 Hold Up Alarm o Burglar Alarm 0 Duress o Supervisory ...8'Other _ Direct Connection Service P @ To Using: o Digital Communicator o Leased Line o Derived Local Channel J;r'relephone Charges Not Included In ADT Billing Maintenance Inspections Number per Year Investigator Response o Interior 0 Exterior P~ p@ SUpervised/Scheduled Opening/Closing Opening/Closing Logging Opening/Closing Reports Other p@. P~ p@ P~ P jC) K !he f lI11aillizalion Period is accepted. Customer. please initial here. CJ CJ Customer acknowledges that: (a) ADT has explained the full range of protection, equipment, and services available to Customer; (b) additional protection over and above that provided herein is available and may be obtained from ADT at an additional cost to the Customer; and (c) Customer desires and has contracted for only the equipment and services itemized on this Agreement It Maintenance Service is dedined. Customer. p1e..e inrtial here. i 1 7u5 50c.!$.. For the sum of $ '. , C. payable 'J upon acceptance of this proposal and the balance payable upon completion of the installation and as a pre- condition to activation of the system and, if applicable, connection to central station or direct connection service. In addition for the service(s) to be provided as indicated above, Customer agrees to pay $ zero per annum, annually in advance for a period of five years effective from the date service is operative under this agreement. After the five years, t~t ~g<:Qn.mcnt c::h~1I h"" BbJte.'''QI;'-'olly I1vllcvvaDle yearly unless termi- nated by either party upon written notice at least 30 days prior to the anniversary date. ADT shall have the right to increase the annual service charge after 1 year. In the event of termination prior to the end of the contract term, the Customer agrees to pay, in addition to any charges for services rendereg p~2r .to. termination, 90% 9f Ih.e service charge remai'!i!'g I.n be. paid fer the unexpired term of the agreement all liquidated damages (but ;jot as a penalty). The Customer agrees to pay, in addition to the service charges above, any false alarm assessments, taxes, fees or charges that are imposed by any governmental body, telephone or signal transmission company (for numbering or other changes) or costs of ADT related to reprogramming alarm controls and other devices to comply with such numbering or other changes relating to the installation or service provided under t . Agreement and to pay any increase in charges 10 ADT for facilities required for transmission of signals d this Agreement In the event ADT's representative is sent to the Customer's premises in response to a service call or alarm signal caused by the Customer improperly following operating instructions or, failing to close or properly secure a window, door or other protecled point, or improperly adjusting monitors or accessory components, there shall be a service charge to Ihe Customer. Failure to pay amounts when due shall give ADT, in addition to any other remedies, the right to terminate this Agreement and to charge interest at the highest legal rate on the delinquent amounts. Customer agrees to pay all costs, expenses and fees of ADT's enforcement of this Agreement, including collection expenses, court costs, and attorneys' fees. Any installatiqn charge quoted in this agreement is based on ADT perform- ing the installation with its own personnel. If for any reason this installation must be performed by outside Contractors, said installation charge shall be subject to revision. Customer warrants that the Customer: (1) has requested the equipmenVservices specified in this Agreement for its own use and not for the benefit of any third party, (2) owns the premises in which the equipment is being installed or that Customer has the authority to engage ADT to carry out the installation in the premis- es and (3) will comply with a!1 I es, and regulations pertaining to the u of the e~EJ1Vservices. By ro/lB r91cO!1 Agent Approved Authorized Representative of AOT Form F2881-NL05 (2/00) Customer Acceptance In accepting this Proposal. Customer agrees to the terms and conditions contained herein including those on the reverse side It IS understood that they sh,,1I prevail over any variation in terms and condi- tions on any purchase order or other document that the Customer may Issue Any changes in t~e system requested by the Customer after the execution of thiS Agreement shall be paid for by the Customer and suchctianges'shall be authOrized In writmg ATTENTION IS DIRECTED TO THE WARRANTY, LIMIT OF L1A~BLlTY NO OTHER CONDITIONS O~ EV RSE SIDE. rrvtt ~~ S nature oR'mPrN <5. ~~Lc.u m)O,-\f O~ L/ J 19/07 ru~ D~ This Agreement IS not binding unless approved in writing by an authorized Representative of ADT. In the event of failure of such approval, the only liability of ADT shall be to return to the Customer the amount, if any, paid to ADT upon signing of this Agreement @ 1997 AUT St'curil." St'nil'cs .,~-, TERMS AND CONDITIONS A. Signal Aeceivmg and HOlrtl(:atlOn Service r./lall be plOVioed by AOT If the rhtrse side OIll1is Ao_nt indudes a ~ lot SIonal Aece,..ng and Nololic.alioo s.Mce and ,n the MIll an alarm sigN! "Qtslers at ADT's ~ntral Station. ADT snail endeavor to nollly the apprOllnate Police or Fill: Depa~nt and tile designaleO rep~til'e of tile Cuslomer. In 1II~ MInt a burglar alarm signal or tire s'gnal "Qis1ers at ADT's Central StallOl1. ADT at ols sole disaef1on. may endea>orto contact the Cuslomllt's premises by telephone 10 'Iefilythat tile alarm IS nol talse. failing to contact tile Cuslomer promptly or questiof1lng tile natul! 01 the respo<ISlIlWteivod upoll sUCh oontact. ADT shall endeBlJor to notify fhe appropri.&te Police Department or Fire Department In the event a supervisory signal or trouble signal registers at AOTs Central Station, AOT shall ende8~0I to notify prompt IV the designated representative of the Customer. In the event ALARM VERIFICATION SERVICE ;s being fumished. ~ is mutually understood and agreOllthat equipment is being instellOll which. as to certain locations in lhe premises. wiI require tho actjyation of two sensing devices. or iI second ilctivation of a stogie alarm sensor, or a coMinuous alarm event from a smvll sensor, to order tOJ an ~8'm signal to be tJansmmtd, ~ is mutually agreed thallhe Custome< assumes full responsibility tor the operation of any and all bypass or swrtch units provided lor disconnecting or reconnecting the .Ialm soonding end/Of transmitting equipment at Customer's pfelTlises. The Custumer rejlresents that any vautt to be protected by ADT hereundllf by sound or vibration detectOfS'y'Stlflls has the minimum construction characteri!tics pr~cribed by the Underwrrten' LaboralDries. Inc. The Custom.. agree. to test any uttrasonic. microwave. capacilance or other electronic equipment designated on the SchOllule of Protlction p<ior to ultir.g the alarm sy.te", for closed periods. eccollling to plocedur.s prescribOll by AoT. and 10 notify AnT promptly in the event that such equipment fa~s to respond 10 the tat. If Customer has egreed on the fe.efse side to a 5 da? Familiarizafion Period following completion of installation, and if teaded an utenoion period, for Customer to become lamilier wilh the system operation, then durinG thi!. Famililrization Period ~bstomer 1I0te!' that in thll .nnt any signal (induding an al.rm signll) 0' Iny nature regist.,s at ADT's central station. AOT th.n r.ot; respond to In, .ignoi., endeevor to notify Ihe authorities, Customer or Custome"s designeted represlntative, Dr undertake an, otller action with regard to Iny signal. whetller or not due to an actual emargancy event. Communication Faditi.. - A. AUTHORIZ.ATlON - Customer authorizes AOT to malee requllSts lor information, urviu. Olden or Iquipment in any IlISpact on behalf of Custom.. to a telephonl company (tile "Telephona Compeny") or at"'" llfttity providing facil~ies or services lor transmission of signals under tIIis Aureement B. DIGITAL COMMUNICATOR. n co~ntction to tho AUT Central Slalion ~ to be by Digitel Communicator. Ihe Customer Bgrllts to provid& 2 connection via a rllllisiered telephone jack fo a telephone channel rsqui,ed lor the AllT equipment Such connection shall be eftctricailv fnt before any other teltphone or Customer equipmlll1l. and shall he within 10 t"'t of tho ADT Cont!ol PanaL n requested by lhe Customer, ADT shall plovide such connaction at tho cost of rho Customer. The Customer undemands tt-st if a digital communicator i! installed under this Agreement, rt uses standard te"'phone lines as the transmission mode of slIl1ding signels and e1iminltes tho. fot d.dicat.d talephont facilities end rho llrga cost increases fr.quently imposed On such lacilitin Cuetolllof ,Ia. understanda tlUlI ADT dOli not ..uive .ipala who. tIletrollSmi..ioa me" ie or ItIComll nOR-operetionol_nd tllOt li..._ls fram th dillital eommunicetor eonnot Ite received if tilt tftnlmiuion modi ia cut. intelfe..d wit" or atlle..i.. dtllllllttl. C. OERIVED LOCAL CHANNEL _ The facililies and servicas provided by lhe Telephone Company, in con~ectinn with the servius to be rrovided to the Customer hereundllf. includa what is gil!1Olally described as OeriIIed locel Channel service land Which may be provided Undll specific service mms or service names of individual Telephone Comp~ni..l. Those facil~ies and services relete to the provision of lines. signlll paths. scanning and transmission. The Customllf IV'"S thet the liabilily at tile Telephone Company is limiled in accordance wirh. and the Telephone Compdny may invoke, the provisi"n. of Paragraph E ot this Agreement. 0 RADIO INTERfACE. If connection to the AOT C"ntral Stal;on is 10 be by any radio frequency method. such as cellular or priY'ule radiO, then customer understands OUf' to the ,very nature of radio wa\lss thaI there may be limes when the syslem is unable 10 secure, malfltain or retl ansmit an alarm signal and, thus, the utilization of an additional communications means is rer.offlfTleoded. B. Werrenty: If direct sille is indic3ted on the revers. side. any part 01 the system. includmQ the Wifing, installOll under this Agreement which proves to be delective In matenal or wor\manshl~ willlln ninety (90) days of the date ot completion of installation wil: be repairOll or replaced at AOT's option with a new at functionally operative part. l.llbor and material required to repair or replace such defective components wMi be IT", of charge lor a per,od 01 nilllrly (90) days Iollowing the completion of the original insfallation. This Warrant)' does not apply to the conditions listed below and. ill the event Customllf calls AOT IO! service under the Warrant)' and upon inspPCtion by AOT's representative rt IS found thai one of these conditions has led to the inoperability or apparent inoperilbility of the system. a chalge will he made for the service call 01 ADT's representative whether or not he actually wQlks on the system. Should it actua!1y he necessar; to '- make repairs 10 the system due to one at the "Conditions" not covered by Warranty. a charge will be made for Such work at AOT's then applicable rales 1m labor and materiaL Service will be furniihed by AnT dUling AOT, 110rmal wmking hours of 8:00 A.M. to 430 PM. Monday IhrouQh fllday. e.'cept hnlidays Conditions not coverOll by WaPlanty: A) Oamage res"lting from accident', acts of God. alteration. misuse. tampering 01 abuse. 81 Failure of the Customelto properly lollow operating instructions prc;ided by AOT at lime of Installation or at a later date C) Adlustments necessitated by misallgnmen! of CCl\' cameras. Improper adjustment ot monitm blightne.. and contrast tuning dials or insufii,ient lighl on the area vlawed bv the camera{sl. 0) Tlouble due to inte,ruption of commercial power or to the phone service. THE FOREGOING WARllANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPlIElJ, INCLUDING. BUT NOT LIMITED TCl. ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE PURCHASER'S EXCLUSIVE REMEDY WITH RESPECT TO ANV AND ALL LOSSES OR DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER. INCLUDING ADT'S NEGLIGENCE. SHALL BE REPAIR DR REPLACEMENT AS SPECIFIED ABOVE. ADT SHAll tN NO EVENT BE llABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE, INCLUDING WITHOUT LIMITATION. DAMAGES FOR PERSONAL INJURY DR DAMAGES TO PROPERTY IINO HOWEVER OCCASION EO. WHETHER ALLEGED AS RESULTING FROM BREACH OF WARRANTY OR CONTRACT BV ADT OR NEGLIGENCE OF AOT OR OTHERWISE. C. Maintlnenee -- If the reverse side of this agreement indicare. this service IS being providOll. AOT will. uptln Customer's request. plGvide ordiner; maintenance and lepair 01 such sy'lem due to normal weal and tear a~d beer lhe oxpense thereof. The ..pense of al: ..t!aordinary maimenene<! end rejlail due to allelalions in the Customer's premises. alteralions 01 the system mede at Ihe roquest of the Customer. ur made necessary by changes in the Customer's premises. damage to the premises 01 to the alarm system, or to aoy cause beyond the control of ADT. shall he borne by the Custom.r. Th. Cu.tomer eQrees to furnish ani "ecesury eltctric current through the Cu.tomer's metel a..d at the Customer's own e.peos. with an outlet within 10 1llf!1 of the AOT Control Panel It is mutual~ agreed that the work at installation and ADT's repairs of m. sy,tem shalll)e per!ormcd between AoT's no'mal working hOllfS of 800 A.M te 4:30 PM. Monday throngh Friday. e'cept holidays EXCLUSIONS: Maintenance on Ihe folluwinq devices wi" be plo,rded onl, on a time and matenal hasis' {1 i window foil. (2! security screens. (3) any e,terio' mounted deVices. (4, PROM /P,ugrammahle Read Dniy Memor;l. !5i Conditions nol covered by warranty listed above in paragraph B tt is. understood and 8fireed that AOT's obligati~lr relutes to rhe maintenance sulely of the hpeClhc pmtection system. and that AOT is In no way obligated 10 maintain. repan. s.ervlce, replace. operate or aS~.Uft! the operatIOn at any device 01 devices 01 thc Customer or 01 ofhors not Installed hy AOT II nol contracted tor before Ihe e.piralior, nf the Warranty, ADT Will entel mto a Maintenance Service Conlrart only after Inspecting th. system and ma.ing any nece..alY ,.oa'" or replacements to the system at a charge to the Customer for labor and/or material at AOT's then prevailmg rates INSPECTIONS - AUT wHI provide the nnrnber 01 inspection, nl the Alarm system only., specified on the reverse side of this Agreement hetween AUT's normal wor~ing hours of 8:00 ~M to 4:3D PM" Monday through Friday. t)xcepf holidays afld ~ubiect to the ekclusions set forth above for maintenance o !f INVESTIGATOR RESPONSE SERVICE is being f"",,,lred as indicated on the reverse side. the levels available ase as tollows le~.II..- [xtedDl Investigatton: Upon receIpt :11 a tJl.Jlglal alafm ~'gnaj hum the Custome{s 'premises. ADT, in addltio:1 to notifylflY Ihe Police O~partmenl d.S ind!c,ned abthie. will p,ndeai.ol to notify the CuSfOffi'!r"S designated rcpreSe!ltJi.....~ and :);150 l':!(!eavor to dispatch 2 f.€Nesenrarive 10 the Cus!OmeJ.5 pr8'!1lSeS 1 he l€p;escnfaUv€ wilt mail;e an investigation et the eXH~r,,)r Of the t1rCmlse~: trorn illS "ehiOe AI tne corelusion ~)r fhe l't:plesentaJi"(1, Invt)st!qal!Dfl ADl wdi noNv tne CUS1Df11Cr"'; aeslgnaled repreSentafive o! the results of the i~ve~ti9atio!1 level ll-lnlerl6f In""tiO'lion: Upon reCei[it nf a ovgiaf 3iaf~n signa! from tt;e Customer"s PU!lnlseS. AOT In addliion 10 notjt~WHJ the police department as indIcated abnv~. wd! endeal,/Of \0 o;s.patch a rC'tfCSenf<!t:l,'e, 'The ttore:-cnlatf\lc w1H (;(jr.1!Jtl JIl €~U~rlor lI1Vestiqait(Jrl and then ~nt~( the Custcm~f.s preiTliscs witn kf'ys whIch must ht; provided hy !he CuSlomN ano make an \nte~;or In'lfiSflgf.it1on HO"JIel,/er If trier!' \s evil1cnr;e of iF; ali3.0. m~ A01 rear%e'l!a1ive WIH rermi,.late hiS in.vt'sttg?/icHl unril1he (lQher am~e r11C CU$tOr:1er"s reoresenta!ive will then oe nol1tlF~(j it tnere has Ot€f1;111 aNac/( Othe:'WiM~ a nntice Gt tn€ alarm W1'! be left at th~ C0'11rol unit F'l! eIther le'ifl) 01 lnvesligatiun, the Clislomsf authofllfs and dlff:~crs ADT 10 cause the arresl of any per,on OJ ptfsons unauthoriled to ~ntel hiS p'emises and to held him Of them until feleased hv It'B Customel Of aft authOlized hown repfesent~1ive, and m ~lich cases to mdemnih AOT against any lIabifity, cost (!f expeou in tonseQuenr,e ot such arrest. If the Cu~tomH reQupst!> fila: the AOT Repre~entatj\'e remain a1 the pfernise~ pendmg Custome,'s arrival. and" AOT agrees to campI). the Customer will be charged at AOT's then prevailing rate tOl labor E. IT IS UNDERSTOOD THAT ADT IS NOT AN INSURER. THAT INSURANCE, IF ANY. SHAll BE OBTAINED BY THE CUSTOMER AND THAT THE AMOUNTS PAYABLE TO ADT HERElINoER ARE BASED UPON THE VALUE OF THE SERVICES AND THE SCOPE OF LIABILITY AS HEREIN SET FORTH AND ARE UNRELATED TO THE VALUE OF THE CUSTOMER'S PROPERTY OR PROPERfY OF OTHERS LOCATED IN CUsrOMER'S PREMISES. CUSTOMER AGREES TO LOOK EXCLUSIVELY TO CUSTOMER'S INSUR~R TO RECOVER FOR INJURIES OR DAMAGE !N THE EVENT OF ANY lOSS OR INJURY AND RELEASES AND WAIVES ALL RIGHT OF RECOVERY AGAINST AOTARISING BY WAY OF SUB ROGAl ION. ADT MAKES 11I0 GUARANTY OR WAfiRANTY, INCLUDING ANY IMPLIED WARRAIIITY OF MERCHANTABILITY OR FITNESS, THAT THE SYSTEM OR SERVICES SUPPIIEO. WILL AVERT OR PREVENT OCCURRENCES OR THE CONSEQUENCES THEREFROM. WHICH THE SYSTEM OR SERV:CE IS DESIGNEO TO DETECT. IT IS IMPRACTiCAL AND EXTREMEl.Y DIFFICULT TO FIX THE ACTUAL DAMAGES, IF ANY. WHICH MAY PROXIMATELY RESULT FROM FAILURE 011I THE PART OF AOT TO PERFORM ANY OF 11 S OBLIGATIONS HEREUNDER. THE CUSTOMER DOES NOT DESIRE THIS CONTRACT TO PROVIDE FOR FUll LIABILITY OF AOT AND AGREES THAT AOT SHALL BE EXEMPT FROM L1ABIUTY FOR LOSS, DAMAGE OR INJURY DUE DIRECTLY OR INDIRECTLY TO OCCURRENCES, OR CONSE~UENCES THEREFROM, WHICH THE SERVICE OR SYSTEM IS DESIGN(O TO OETECT OR AVERT; THAT IF ADT SHOULD BE FOUND LIABLE FOR LOSS. DAMAGE OR INJURY DUE TO A FAILURE OF SERVICE OR EOUIPMENT IN ANY RESPECT. ITS LIABILITY SHALL BE LIMITED TO A SUM EOUAL TO 10% OF THE ANNUAL SERVICE CHARGE DR $1.000, WHICHEVER IS GREATER. AS THE AGREED UPON DAMAGES AND NOT AS A PENALTY, AS THE EXCLUSIVE REMEDY; AND THAT THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY IF lOSS, DAMAGE OR INJURY. IRRESPECTIVE OF CAUSE OR ORIGIN. RESULTS DIRECTLY OR INOIRECTL no PERSON OR PROPERTY FROM PERFOllMAIIICE DR NONPERFORMANCE OF OBLIGATIONS IMPOSED BY THIS CONTRACT OR FROM NEGLIGENCE. ACTIVE DR OTHERWISE. STRICT LIABILITY, VIOLATION OF ANY APPLICABLE CONSUMER PROTECTION LAW OR ANY OTHER ALLEGED FAun ON THE PART OF All'C. ITS AGENTS OR EMPLOYEES. 11I0 SUIT OR ACTION SHALL BE BROUGHT AGAINST ADT MORE THAN ONE (II YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION THEREFOR. IT IS FURTHER AGREED THAT THE LIMITATIONS ON LIABILITY. EXPRESSED HEREIN, SHALL INURE TO THE BENEFIT OF AND APPLY TO All PARENTS (BOTH DIRECT AND INDIRECT), SUBSIDIARIES AND AFFILIATES OF AOT. If THE CUSTOMER OESIRES ADT TO ASSUME A GREATER liABILITY. AOT SHAll AMEND THIS AGREEMENT B't ATTACHING A PoIOER SETTING FORTH THE AMOUNT Of AODITIONAlllABlllTY AND THE ADDITIONAL AMOUNT PAYABLE BY THE CUSTOMER FOR THE ASSUMPTION BY ADT OF SUCH GREATER LIABILITY PROVIOED. HOWEVER, THAT SUCH RIDER AND AODITIONAL OBLIGATION SHALL 111I NO WAY BE INTERPRETED TO HOLD AOT AS AN INSURER. IN ThE EVENT ANY PERSON. NOT A PARTY TO THIS AGREeMENT, SHAll MAKE ANY CLAIM OR FILE ANY LAWSUIT AGAINST ADT IN Alii,. WAY RELATING TO THE EQUIPMENT OR SERVICES THAT ARE THE SUBJECTS OF THIS AGREEMENT. INCLUDING FOR FAILURE OF ITS EQUIPMENT OR SERVICE IN ANY RESPECT. CUSTOMER AGRHS TO INDEMNIfY AND HOLD AOT HARMLESS FROM ANY AN(I ALL SUCH CLAIMS AIIID LAWSUITS INCLUDING THE PAYMENT OF ALL DAMAGES. EXPEIIISES, COSTS AIIIO ATIDRNEVS' FEES. IF THIS AGREEMENT PROVIDES FDR A DIRECT CONNECTION TO A MUNICIPAL POLICE DR FIRE DEPARTMENT OR OTHER ORGANIZATION. THAT DEPARTMENT OR OTHER ORGAIIIIZATION MAY INVOKE THE PROVISIONS HEREOF AGAINST ANY CLAIMS BY THE CUSTOMER DUE TO ANY FAILURE OF SUCH DEPARTMENT OR ORGANIZATION. F. In the event INTRUSION oHECTION SERVICE or WATCHMAN'S REPORTING SERVtSE is furoish.d uoder this Agreeme"t the seN,ce Will be provrd.d 10 accordance wrth AOTs FORM NUMBER B37 0' 839: which shall be attached to and made. part of this Ayreement G. IF CCl\' EQUIPMENT IS INVOlVLO. Customer Will provide 3d.~uat. illuminahon under all operational conditions for the proper operation 01 the closed circuit teleyision camera and win provide the 110 AC power supply where lequired as well as shelf or desk spate lor monitors. H. A Oirect Connection 10 the Municipal Police. fire Department or other Agency shown sh~1I b. provided if the reverse side of this Agreemenl provrdes lor such direct connect service. 11 is mutualiy understood and agreed that Signals transmitted hllfeunder willlJe monitored in Municipal Police and/or fire Departments or other location and that the pllfsannel ot suci> Municipal Police and.'ol File Oeoartments or other locatIOn are not the agents of AOT nor does ADT assume any responsibility for the mannet in which such signals are monitored or the response. ,f any. to such signals I. At AOT'. opticn, the Custome< may be charoeo for an. felse alarm caused b~ the Customer or lor any unlllcessary service run. J. CANCElLATlON...-1f Central Station or Direc! Connection is furnished. this Agreement may be termmated at the option of AOT ,t AOT's Central Station is substanhally damaged by lore or catastrophe. or If AOT is unable to ha.e connections or prjy~egu necassat'l 10 transmit signals between the Customer's premises. AOT's Central Slation or the Municipal lira or Police Department 01 other agtrlCV and AnT shan not be hable 101 any damages or subject to any penalty as a result of such termination. It IS understood and agreed that Ihis Agreem.nt may be terminated by AOT in the e~ent that the Customer fails to follow any recommendatIons AOT may make 101 the repair or replacement of defectIVe parts of his system no1 covllfed under the Wananty or Maintenance Service Contract or in the event that the CustGmer's ladure to follow the operatin~ insll\Jctions pro~ided by ADT results In an undue number ollalse a1alll1s ollf Ihe premises in which the system is installed are so modified or a~ered after iostallation as to rendllf continuation of servin impractital. . K. ADT ASSUMES 10 LIABILITY FOR DELAYS IIIISTALLATIOI Of THE [OUIPMEIT DR fOR THE COISEOUEICES THEREfROM, HOWEVER CAUSED. OR FOR IITERRUPTlOIS OF SERVICE OR FOR THE COISEOUEICES THEREFROM DUE TO STRIKES. RIOTS. flOODS. ACTS Of GOD OR AIY CAUSES BEYOIO THE CDITROl Of AD'. AID WILL lOT BE REOUIRED TO SUPPLY SERVICE TO THE CUSTOMER WHILE IITERRUPTlOI OF SERVICE DUE TO AIY SUCH CAUSE SHALL COITIIUE. l. This Agreement is not assignable by the Customer except upon written coosent of ADT fifst being obtained. AoT shall have Ihe right to assign this IVreemenl or 10 subcontrect any of its oblig8lions under this agreement without ncrtice to Customer. M. If any 01 the proyi!ions at this agr..ment shall be determined to be on,alia or unenforceable. the lemaining provisions shalllemain in full force and efiecl N. THIS AGREEMENT CDNSTITUTES THE ENTIRE AGREEMENT BnWEEN THE CUSTOMER AND ADT. IN EXECUTING THIS AGREEMENT. CUSTOMER IS NOT RElYING ON ANY ADVICE OR ADVERTISEMENT OF AOT. CUSTOMER AGREES THAT ANY REPRESENTATION. PROMISE. CONDITION, INDUCEMENT DR WARRANTY. EXPRESS OR IMPlIED. NOT INCLUDED IN WRITING fN THIS AGREEMENT SHAll NOT BE BINDING UPON ANY PARTY. AND THAT THE TERMS AND CONDITIONS HEREOF APPLY AS PRtNTED WITHOUT AlTERATION OR QUALIFICATION. EXCEPT AS SPECIFICALLY MODifiED IN WRITING. THE TERMS AND COIIIDITIOIIIS OF THIS AGREEMENT SHAll GOVERN NOTWITHSTANDING ANY INCONSISTENT OR ADDITIONAL TERMS AND CONDITIONS OR ANY PURCHASE ORDER OR OTHER DOCUMENT SUBMITTED BY THE CUSTOMER. 1')/17 :\DI" Se~uril.r .<,;;l.nil.l.....