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Home My WebLink AboutReso 2010-1570 RESOLUTION NO. 2010- J 5'7 () A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING MAINTENANCE AGREEMENTS WITH PROTECTION ONE FOR SECURITY SYSTEM MAINTENANCE AT THE GOVERNMENT CENTER AND PELICAN COMMUNITY CENTER, IN A TOTAL AMOUNT NOT TO EXCEED TWENTY-FOUR THOUSAND SIX HUNDRED EIGHTY DOLLARS ($24,680.00), ATTACHED HERETO AS COMPOSITE EXHIBIT "A"; AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENTS; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City is currently using ADT Security Services, Inc. for maintenance services of the City's security equipment located at the Government Center and at the Community Center at Pelican Community Park; and WHEREAS, the agreement with ADT expired in May 2010, and the City is continuing services with ADT on a month-to-month basis; and WHEREAS, the City is in need of maintenance service of those systems, and solicited written quotes from three vendors including ADT, of which Protection One was the lowest responsive responsible bid; and WHEREAS, Protection One has provided a proposal for these services, and Protection One is qualified, willing and able to provide the desired services; and WHEREAS, the City Commission wishes to enter into Maintenance Agreements with Protection One, attached hereto as Composite Exhibit "A", in a total amount not to exceed Twenty- Four Thousand Six Hundred Eighty Dollars ($24,680.00), for maintenance of the security systems at the City facilities for a one-year period. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of Maintenance Agreements. The City Commission hereby approves the Maintenance Agreements with Protection One for maintenance services ofthe security system in the Government Center and the Pelican Community Center, in a total amount not to exceed Twenty-Four Thousand Six Hundred Eighty Dollars ($24,680.00), attached hereto as Composite Exhibit "A". Section 2. Authorization of Citv Manager. The City Manager is hereby authorized to execute said Maintenance Agreements. R201O- Protection One Security Agmt for City Facilities Page I of2 Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 4. Effective Date. This Resolution will become effective upon adoption. PASSED AND ADOPTED this 1 ih day of June 2010. ATTEST: ~,.~L Jane A. Hines, CMC, City Clerk :1 .. ,,"' . J APPROVED AS TO FORM AND LEG SUFFICIENCY: Moved by: ~~ Sc.\-\.DLL Seconded by: (lJ) ~ ~ ~ "2..., Ai Vote: 5-0 Mayor Edelcup Vice Mayor Thaler Commissioner Brezin Commissioner Goodman Commissioner Scholl V(Yes) V:(Y es) ~{Y es) ~(Yes) -L(Yes) _(No) _(No) _(No) _(No) _(No) R201O- Protection One Security Agmt for City Facilities Page 2 of2 - ~-----------_.._----_.-----:--- -t(vJi;;";(m<I~l;~~S!.P~,~rl{~_j,,..t1~.~+-m"i"":';'1l".~.~~~~'~c;Q..I\lTAR.~~;iii<iJI~~~~."~^s'~,~,~, ~i:-~Y1R~,9~~~1i:<. A Proposal for City of Sunny Isle Beach: Presented By: Lazaro Martinez Presented On May 28, 2010 - rM Protet;ff.on. dne Proposa" .' <. . " , " '. ".', -' . "..),~ ~,'-.' ., . -." ~. Protection One ~ May 28,2010 City of Sunny Isle Beach 18070 Collins Ave Sunny Isle Beach, FL 33160 Dear City of Sunny Isle Beach; Thank you for allowing us the opportunity to provide you with a proposal for your Access Control, CCTV and Burglar Alarm Systems. I know that your need for Extended Service on these systems has been a high priority for you and I am pleased to propose a cost effective solution for both your facilities in Sunny Isle Beach. As the only security provider named to Forbes.com "2008 America's Most Trustworthy Companies," we pride ourselves in providing our clients with attentive service, proven security solutions, and the highest level of professional installation and monitoring. The attached proposal is based upon our understanding of your current needs and can be adjusted as we learn more about the challenges and risks you'd like to address. I look forward to discussing this solution with you in more detail. Should you have any questions or interest in additional details, please do not hesitate to contact me by phone at . Sincerely, Lazaro Martinez Commercial Sales Consultant Protection One 7255 Corporate Center Dr. Bldg.2 Unit. F Miami, Florida 33126 305.609.7866 lazaromartinezai>. Protection One . com Page 2 of 6 rM ~. Protection One protectj~n qne~ ~posa/ ~ Executive Summary As the only security provider named to Forbes.com "2008 America's Most Trustworthy Companies," we believe that Protection One is the clear choice for this project and we hope that you select us for the following reasons: The right short-term solutions - with long-term gains . Our company focus is security system installation, maintenance and monitoring - no sideline businesses or distractions · We deliver on short-term solutions that fit your immediate needs but help you achieve longer-term efficiencies and the flexibility to grow with you and your company as your needs change Local Service - No Dealer Programs . Protection One sales consultants are employees - Not Dealers . Third largest security company in the U.S. . Over 1,000 sales, service and installation employees in a location near you . 800 company-owned service vehicles . 97% customer installation and satisfaction rating We have our own monitoring centers - we don't sell your account to someone else to monitor . Monitor alarms for more than 110,000 commercial customers nationwide · Multiple, company-owned monitoring centers comfortable handle over 170,000 calls every month · Redundant alarm monitoring processing and an independent Disaster Recovery Center . Each monitoring operator gets almost 20 full days of specialized training each year Turnkey Service - We oversee all stages of your commercial security-system project, from system design and installation to testing and training of your staff. Installation experience with buslnessess like yours Serving over 110,000 commercial businesses here in Sunny Use Beach and across the nation. !l19S1. ~r.! ~!'!Y ~ _.. ~~ .~.~~ ntcr'prisc II [ lOCK; ~ Dedicated to Commercial Security - With an entire division dedicated to protecting businesses, we offer unsurpassed service, technology and project delivery to companies nationwide - 24/7/365. Page 3 of 6 rM ((. Protection One ~ GOV CENTER EXTENDED SERVICE PLAN (CCTV) AMERICAN DYNAMIC RECORDERlMUTIPLEXERS AMERICAN DYNAMIC RECORDERlMUL TIPLEXERS MULTIPLEX AD 168 APC SMART-UPS (3000XL) COLOR CAMERAS PTZ CAMERAS GOV CENTER EXTENDED SERVICE PLAN (ACCESS) KANTEC KT-300 DOOR BOARDS BIO SCRIPT FINGER PRINT READERS 810 SCRIPT PROXIMITY/KEY PAD READERS PROXIMTY CARDS USED ARE XSF 26 BIT WIEGAND PELICAN PARK (BURGLAR ALARM) MONITORING EXTENDED SERVICE PRIMECELL / ESECURE PELICAN PARK EXTENDED SERVICE PLAN (ACCESS CONTROL) PROXIMITY CARD READERS KANTEC KT-300 DOOR BOARDS PROXIMTY CARDS USED ARE XSF 26 BIT WIEGAND PELICAN PARK EXTENDED SERVICE PLAN (CCTV ) AMERICAN DYNAMIC EDVRS COLOR CAMERAS APC SMART UPS TOTAL RECURING MONTHLY REVENUE TOTAL ANNUAL CONTRACT AMOUNT Extended s.I'I1c:e (Parts, Labor & Malenal) (Mon-Frl) (9:AM-5:PM) odJ-i ~OAcl\ .~ I'rote-ctr:"on OPf!J'roposa.' $ 1,235.00 I MONTH $ 300.00 I MONTH $ 50.00 / MONTH $170.00 I MONTH $ 285.00 I MONTH S 2,040.00 $24,480.00 Z/JO..... tor i AcS-ht lla.:h.'oV\ Page 4 of 6 o +- n e t..<J €...'\ () ~ pln-te I'"\. ~ loBO. CP U 2tf, rM <<. Protection One I'rotectjon qne PtrJposQ,/ ~ Integration, innovation and the latest technologies In addition to the services proposed here, Protection One offers an unparalleled depth and range of security and life safety services. Please consider us for your future security needs to ensure integration and optimization of your overall security infrastructure. Intrusion Detectors Our commercial platforms employ the latest developments in electronic security - from alarm systems, to video surveillance, to redundant monitoring, to Web integration - for comprehensive detection. In fact, the combination of our proven technologies provides the widest available flexibility in total facility protection from one trusted provider. Once a system is installed, you can keep track of authorized/unauthorized people who enter and leave specified areas. Access Control Our solutions can be as simple as a stand-alone, entry-control system or as full featured as Web or PC-based systems with hundreds of card readers integrated with intrusion detection devices and video badging. Our solutions are designed to permit the seamless integration of existing systems and future technologies, providing an upwardly compatible solution that will always meet your needs, no matter how small you start or how large you grow. Remote Services Our remote access solutions enable you to keep an eye on your business, no matter how far away from it you are. We offer services that allow you to receive email or text notification to your phone or computer ... enable commercial monitoring via live video from any Internet-enabled PC camera ... or view online reporting of events and open / close schedules. Fire and Hazard Detectors Expert environmental business monitoring keeps your facilities and employees safe. Protection One offers the techniEal expertise and the product lines that provide you with the best in detection and notification services. Video Surveillance (CCTV) In today's fast-paced business world, managing and protecting your people, facilities and assets has never been more critical. Video surveillance is a versatile addition to your asset protection portfolio. Interior and exterior cameras can help protect your personnel, your real property and your inventory. Protection One has video solutions that can help. You can find more information on these services and benefits at: www.orotectionone.com/business Page 5 of 6 rM <<. Protection One .~rp~ectrbrJ qp~ ~~! ~ CERTIFIED, LlCENSEDANOtNVOLVED @ ~NBFAA @+~!f:!~ BO~ TECHNOLOGY PARTNERS br l~. Honeywell .--- -- speco technologieS ~__I ~ BOSCH. -.-.,............... AL 643,533,744, 1018; AZ ROC190246 (K-67); AR E97-122; CA ACO-3717, 626615; CT 185782; DE 1998200138, 97-54, C5R5L-0029; FL EF2oooo524; GA LVAoo1233, LVA205045; 10 5C21391; IL 127-001000, 128-000151, 128-000115; KY 161; LA F 713; ME MC60018702, MD 107-1409; 03230331; MA 1574C; MI 3601-205122, 3602-203841, 5103229; MN T5oo502; M5 15007478, 15007925; MT 299FPC, 162; NV 0031668A, F189; NJ POloo8; NM 58345; NY 12000261120; NC 24466-5P-LV, 1285-CSA; OH 53-18-1493; OK 621; OR CC8116325, 34-428CLE; RI9775; 5C BAC5097, FAC3162, BAC5286; TN 641, 642, 697,638; TX ACR-1637, B-08690; UT 330634-6501; VA 11-2533; WA PROTE0022K2, PROTEOA033BP, UBI601354926; WV 931064579001; WY LV A 17. Page 6 of 6 J c. Protection One Commercial Accounts Monitoring Information Schedule Customer #: Branch #: 11530 - Miami CS#: Site#: Job#: Business Name: City of Sunny Isle-PelicanCommunity Master Codeword Today's Date (m/d/yyyy): 6/10/2010 Park Location Name or Number: Pelican Community Park Phone: ( 305) 947 - 0606 Site Address: 18115 N. Bay Road City: Sunny Isle Beach I State: FL I Zip: 33160- Emergency Contacts - List in order to be called AUTHORIZED INDIVIDUALS TO BE NOTIFIED I in seauencel/AUTHORIZED USERS CODEWORD/ AUTHORIZED CALL AREA CODE & PHONE TYPE Contact Security Level (check one) LAST, FIRST NAME PIN USER # LIST TELEPHONE # (hm, cell, wk, pgr) (REQUIRED) 181 Yes 181 L 1 All Functions Mercedes, Victor ONo 7863515661 Cell o L3 Restricted 'No Update/Service o L6 Call List Only DYes o L 1 All Functions o L3 Restricted 'No Update/Service o No o L6 Call List Only DYes o L 1 All Functions o L3 Restricted 'No Update/Service o No o L6 Call List Only DYes o L 1 All Functions o L3 Restricted 'No Update/Service ONo o L6 Call List Only DYes o L 1 All Functions o L3 Restricted 'No Update/Service ONo o L6 Call List Only DYes o L1 All Functions o L3 Restricted 'No Update/Service o No o L6 Call List Only DYes o L 1 All Functions o L3 Restricted 'No Update/Service ONo o L6 Call List Only DYes o L 1 All Functions o L3 Restricted 'No Update/Service ONo o L6 Call List Only Emeraency Contacts are shown on Monitoring Information Schedule in the order they are to be notified. Police Department Police Department Phone Fire Department Fire Department Phone City of Sunny Isle Police Dept 305-9474440 City of Sunny Isle Police Dept 305-9474440 Medical Emergency Department Medical Emergency Department Security Patrol Agency Security Patrol Agency Phone OPENING AND CLOSING INFORMATION ONLY NEEDS TO BE COMPLETED WHEN SUPERVISED OPEN/CLOSEING IS PROVIDED Do not use your business hours, but rather set forth the times that the first person enters your premises and the last person leaves your premises. Grace periods are automatically set to permit opening up to 30 minutes early or closing up to 30 minutes late. If any other entries or late closings occur, an AUTHORIZED PERSON must be available when Protection One calls premises giving their NAME and PROPER CODEWORD or PIN, otherwise someone on the contact list will be notified. MONDAY TUESDAY WENDNESDAY THURSDAY FRIDAY SATURDAY SUNDAY OPEN I I I I I I I I CLOSE OPEN CLOSE PLEASE INDICATE DATES OBSERVED AS HOLIDAYS AND YOU ARE CLOSED o NEW YEARS DAY o EASTER SUNDAY o ROSH HASHANAH o VETERANS DAY o CHRISTMAS DAY o MARTIN LUTHER KING DAY o MEMORIAL DAY o THANKSGIVING DAY o YOM KIPPUR o OTHER o PRESIDENrS DAY o INDEPENDENCE DAY o COLUMBUS DAY o THANKSGIVING FRIDAY o OTHER o GOOD FRIDAY o LABOR DAY o ELECTION DAY o CHRISTMAS EVE SPECIAL INSTRUCTIONS: REPORTING Customer has requested and contracted to receive reports 0 Yes 0 No Type of reporting: o Protection One Online o Mailed I 0 Emailed ( 0 Weekly 0 Monthly) o Securetouch ™ PROTECTION ONE ONLINE: o Essential Access (Viewing only) o Enhanced Access (Includes viewing & reporting) MAIL OR E-MAIL E-MAIL ADDRESS: MAIL TO: ADDRESS: ATTN: CITY: STATE: ZIP: SECURETOUCH™ SERVICES: (Select all those you wish to receive) o Armed o Fire Alarm o Medical o Fire Alarm o Close o Interior Door o Panic o Disarmed o Burglar Audible o Hold Up o Open o Perimeter Door o Critical Event Special Instructions: Please provide the e-mail address(es) which you desire to receive e-mail notification should an alarm event occur. You must notify us if a contact person's e- mail address is changed. I E-mail Address: I Order of Notice I I certify tht~tiO~P~d Is to lhe besl of my knowledge. In addition, I understand thai Ihe information provided only pertains ~ serviJ: ~' ave4htracted with Protection One to perform. This document is for information purposes only and does ~ a~~~:';,l....menl for se",ices perfonned by Protection One. ~ ~{'iy ~[ 6/10/2010 Customer 9ignature / V Date ( . P1_Rn~"" (ffi/()f;\ . C- Protection One@ Commercial Schedule of Protection, Proposal and Sales Agreement Customer #: Branch #: 11530 CS#: Site #: I Job#: Tax 10#: Customer E-Mail Address: Customer Name: Today's Date (mm/dd/vvvv): June 10, 2010 Business Name: CITY OF SUNNY ISLE - GOVERNMENT CENTER - CCTV Main On Site ContactVICTOR MERCEDES Phone: (786) 351-5661 Location Name or Number: GOVERNMENT CENTER Phone: (305) 947-0606 Site Address: 18070 COLLINS AVE City: State: FL Zip: 33160 SUNNY ISLE BEACH Billing Address (if different from above): City: State: Zip: ANY AND ALL SERVICES PROVIDED BELOW ARE DEFINED IN AND SUBJECT TO THE MASTER TERMS AND CONDITIONS 1. TRANSACTION TYPE o Direct Sale o Protection One Owned EquIpment o Third Party Financed Sale I8l Conversion of Existing System Equipment to become property of Extended Service Plan included in rate: 0 Yes 0 No (See Paragraph 5 of Master Customer upon full payment of Terms and Conditions) sales price. SPECIAL PROVISIONS APPLICABLE TO CALIFORNIA CUSTOMERS ONLY: 1. Approximate Installation Stating Date: . Approximate Installation Completion Date: 2. Starting Installation of wiring and/or delivery of equipment to your Premises will constitute substantial commencement of the work to be performed. 3. Upon completion of the installation, we will thoroughly instruct you in the proper use of your system. 2. WARRANTY AND SERVICE Warranty D Standard [8] One Year Extended Service (customer owned system) [8] Yes D No 3. SERVICES AND EQUIPMENT D Fire D Industrial Process/Critical Condition D Panic (Audible) D Alarm Systems D Burglary D Holdup (Silent, Commercial) D Other: D Duress D CO Detection D Access Control Systems D Signaling D Administration D Other: [8] CCTV Systems D Signaling D Administration D Other: D Other Systems Describe: 4. SIGNALING OPTIONS D Conventional Telephone o Primary o Backup D AlarmNet@ o GSM 0 I 0 M 0 A o Primary o Backup D Other Signaling via o Primary o Backup 5. REPORTING AND SUPERVISION OPTIONS D Open/Close Logging D Unsupervised D Supervised D Reporting D All Open/Close D Weekly D Monthly D All Activity D Weekly D Monthly * D Protection One Online D Essential Access (viewing only) D Enhanced Access (viewing and reporting) * D SecureTouch@ D Other . E-mail address provided at top of agreement will be used for these services 6. INSPECTIONS System Type to be Inspected D Fire System D Non-Fire System Inspection Frequency D Monthly D Bi-Monthly D Quarterly D Semi-Annual D Annual 7. CHARGES Total Equipment and Installation Charge: $0.00 Customer promises to pay the Total Equipment and Installation Charge shown above, plus applicable taxes. Simultaneously with the execution of this Agreement, Customer shall pay $0.00 of these charges (plus applicable taxes), with a remaining balance of $0.00 (plus any remaining applicable taxes) to be paid upon completion of the installation and as a precondition of activation of the system and, if applicable, connection to the Monitoring Center or direct connection service. In addition to the equipment and installation charges shown above, Customer agrees to pay $1,235.00 per month plus applicable taxes to be paid 0 annually 0 quarterly 181 monthly in advance for a period of one (1) years effective from the date service is operative under this agreement. Customer has made an advance payment in the amount of $0.00 at the time of sale. 8. PAYMENT PAID DUE AT INSTALL D Check Check #: Payment Covers: 0 All 0 Equipment & Installation 0 Services 0 Signaling D Reporting 0 Extended Service Plan 0 Insoections rom rom D Purchase Order Purchase Order #: Payment Covers: 0 All 0 Equipment & Installation 0 Services 0 Signaling 0 Reporting 0 Extended Service Plan 0 Insoections rom rom D Credit Card D MasterCard DVisa D AmEx D Discover Name on Credit Card: Card No.: Authorization: Expiration Date: Payment Covers: 0 All 0 Equipment & Installation 0 Services 0 Signaling 0 Reporting 0 Extended Service Plan 0 Inspections ro.OO rom 1 of 6 Commercial Protection One Contract v.1.5 City of Sunny Isle Beach rev. 6/10/10 Customer Initials c- Pmtection Dne@ Commercial Schedule of Protection, Proposal and Sales Agreement Premises Equipment Business Name: City of Sunny Isle- Site No: I Date: 06/10/2010 Government Center-CCTV DBA: Customer No.: System Design Workbook Equipment Page attached in lieu of individual listing of equipment on this page. (Material Codes and Equipment Location are required to be completed below. \ Quantity Description Location/Comments Zone 1. Take Over Existing Equipment: 2. 16 Channel American Dynamic Recorder/Multiplexers EDVRS 3. 9 Channel American Dynamic Recorder/Multiplexer EDVRS 4. Multiplex AD 168 5. APC Smart-UPS (3000XL) 6. Color Cameras 7. PTZ Cameras 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 20f6 Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 Customer Initials "' PROTECTION ONE ALARM MONITORING, INC., Licensing Information. AL Electronic Security Board of Licensure, 7956 Vaughn Road, Suite 392, Montgomery, AL 36116, Telephone 334-264-9388. AL: 643, 533, 744, 1018; AZ: ROC190246 (K-67); AR: Arkansas Board of Private Investigators and Private Security Agencies, 1 State . Police Plaza Drive, Little Rock, AR 72209,501- 618-B600, AR: E97-122; CA: Alarm company operators are licensed and regulated by the Bureau of Secunty and Investlgabve Services, Department of Consumer Affairs, Sacramento, California 95814. CONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED BY THE CONTRACTORS' STATE LICENSE BOARD WHICH HAS JURISDICTION TO INVESTIGATE COMPLAINTS AGAINST CONTRACTORS IF A COMPLAINT REGARDING A PATENT ACT OR OMISSION IS FILED WITHIN FOUR YEARS OF THE DATE OF THE ALLEGED VIOLATION. ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO THE REGISTRAR, CONTRACTORS STATE LICENSE BOARD, P.O. BOX 260000, SACRAMENTO, CALIFORNIA 95826, CA: ACO 3717, 626615; CT: 185782; DE: 1998200138, 97-54, CSRSL-0029; FL: EF20000524; GA: LVA205837; IA: AI-0310, AC-0082; 10: SC21391; IL: 127-001000, 128-000151, 128-000115; KY: 161; LA: F 713; ME: MC60018702; MD: 107-1498, 03322228; MA: 7066 C; MI: 3601205122,3602203841,5103229; MN: TS00502; MS 15007478, 15007925; MT: 162, 299FPC; NV: 0031668A, F189; NJ: P01008; NM: 58345, 08-0040; NY: Licensed by the NYS Department of State. NY: 12000261120; NC: 24466-SP-L V, 1285-CSA; OH: 53- 18-1493; OK: 621; OR: CCB116325, 34-428CLE; PA: PA 003926; RI: 9775; SC: BAC5097, FAC3162, BAC5097; TN: 641, 642, 697, 638; TX: Complaints can be filed in Texas with the Texas Commission on Private Security, 5805 Lamar Blvd., Austin, Texas 78752. TX: ACR-1637, B08690; UT: 330634-6501 ; VA: 11-2533; WA: PROTE0022K2, PROTEOA033BP, UBI 601 354926; WY: #LV A 17. MASTER TERMS AND CONDITIONS 1. Master Terms and Conditions. Customer ("Customer" or "you"), as a commercial enterprise, may, now or in the future, have multiple physical business locations (herein a "Premises") for which you obtain from Protection One ("Protection One", "we" or "us") various Equipment and Services. It is the intention of the parties that all of your Premises be covered by these Master Terms and Conditions, as same may hereafter be amended from time to time, and that for each separate Customer Premise, a separate schedule of protection, which may contain updated master terms and conditions, will be completed and executed by the parties. These updated Master Terms and Conditions will govern over any inconsistent provisions contained in any previously agreed master terms and conditions, and over any other agreements, written or oral, between the parties pertaining to Customer premises. 2. Charges. In consideration of the Equipment and Services we provide hereunder, you promise to pay Protection One the Equipment Charges and Service Charges, any activation or other fees, plus applicable taxes ("Charges"), in accordance with the Payment Terms set forth above. OUR SERVICE CHARGES UNDER THIS CONTRACT ARE BASED ON YOUR AGREEMENT TO RECEIVE AND PAY FOR THE SERVICES FOR A FULL one (1) YEAR TERM. If you prepay the total amount due under this Contract prior to the end of the original term of this Contract there is no penalty or refund except as provided herein. Payment of the Equipment Charges is a precondition to the activation of your Equipment and any Services you have selected. We may impose a one-time late charge on each payment that is more than ten days past due, which shall be the lesser of $5.00 or the highest amount permitted by law. We may impose returned check charges of the greater of $25.00 or 5% of the amount of the returned check. You consent and authorize us to (i) report your payment performance under this Contract to credit reporting agencies; (ii) obtain and transmit your Taxpayer ID number to our affiliates and credit reporting agencies for purposes of verifying your credit history and rating, and (iii) tape record our telephone conversations with you and users of your Equipment and Services for verification and quality control purposes. 3. Increases in Charges. Intentionally Omitted. 4. Additional Charges. Additionally, you agree to pay, or reimburse us if we pay, all false alarm fines and assessments, and all taxes, fees or other charges of any local governmental authority that relate to your Equipment or our Services, other than taxes assessed on our net income. You further agree to pay (a) all telecommunications charges for area code, telephone numbering or other changes, (b) our then-current charge for reprogramming your Equipment to comply with any area code, telephone numbering or other changes, (c) any increases in our cost for facilities used for transmitting alarm signals under this Contract and (d) our charges resulting from services we may add to continue to provide the Services to you necessitated by police, fire or other emergency response policies of any governmental body, such as physical or visual alarm verification requirements. In addition, you shall be responsible for any modifications to your Equipment necessitated by changes in standards and regulations of governmental or regulatory authorities, including but not limited to the Federal Communications Commission ("FCC"), any state Fire Marshal, the National Fire Protection Association, Underwriters Laboratories, fire or police department. You agree to pay a service charge if we respond to a service call or alarm at your Premises which is due to you or your agents, employees or invitees failure to follow operating instructions or to properly lock or close a window, door or other protected point, or improper or unauthorized adjustment to any of your Equipment. Payment for such additional charges is due upon receipt of our invoice for such charges. 5. Installation and Sale. (a) Installation. The equipment indicated in this document or in your Schedule of Protection will be installed in the Premises. Installation of Equipment is subject to the following conditions: (1) We can access your Premises without interruption during our installer's normal working hours; (2) The installation may require drilling into various parts of your Premises; (3) You will provide 110 AC electrical outlets for power equipment in locations designated by the installer; (4) You will be responsible for lifting and replacing carpeting, if required, for installation of floor mats or wiring. There may be areas where the installer determines that it is impractical to conceal equipment wiring. In such areas, wiring will be exposed. You must within ten (10) days after installation is complete, inspect your System and notify us in writing of any problems. Otherwise you will be deemed conclusively to have accepted your System. If asbestos or other hazardous materials ("Hazardous Materials") are encountered during installation, installation work will cease until you, at your sole cost and expense, obtain clearance from a licensed hazardous material contractor that continuation of the work will not pose any danger to installation personnel. In no event shall we be liable for the discovery or removal of Hazardous Materials. Protection One shall not be responsible for securing the Premises during the period of installation. (b) Direct Sale. If you have elected to purchase your Equipment, except as set forth below, you will own the Equipment we install in your Premises (such Equipment is referred to collectively as the "System"), when you completely pay the purchase price described on the front page of this document or in a separate Schedule of Protection. Notwithstanding the foregoing, regardless of the sale type, ownership of (i) any communication device that makes use of radio, cellular or intemet communication paths (including without limitation, all equipment Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/1 0/1 0 associated with AlarmNet~ shall be retained by Protection One or its owner, and (ii) certain intellectual property associated with your System and our Services, such as certain software, data and installer/programming codes, may not be transferred by Protection One and remain the property of their respective owners. (c) Third Party Financed Sale. If you have elected to finance the purchase of some or a portion of the Equipment with a third party lender or leasing company, title to the Equipment may be held by your lender/lessor as security for your loan/lease obligations. The terms of your agreement with the lender/lessor may require you to maintain insurance, make you responsible for various other costs and fees, and obligate you to pay the lender/lessor regardless of Protection One's performance hereunder. Protection One makes no recommendations on lending sources, is not responsible for your selection of a lending source or the terms of your agreement with the lender/lessor, and Protection One hereby disclaims all liability in connection with your arrangements with the lender/lessor. (d) Protection One Owned Svstem. If we retain ownership of your Equipment, upon the termination of this Contract, you agree we may enter your Premises and remove our Equipment (including yard signs and decals) and/or disable your Equipment. Should you fail or refuse to allow us access to your Premises, you also agree to: (i) pay us our reasonable charges for the Installed Equipment, and (ii) reimburse us for any costs (including reasonable attorneys' fees) we may incur in seeking to gain access to remove the Installed Equipment or to collect such charges. We have no obligation to repair or redecorate your Premises after any such removal. Our removal, disabling or abandonment of such equipment does not constitute a waiver of our right to collect any unpaid charges. (e) Conversion of Existina Svstem. If you currently have existing and compatible equipment, we may utilize such equipment. We may elect to repair or replace your nonfunctioning existing equipment to provide our Services and you agree to pay our current charges for replacement equipment and that any repairs needed to make the existing system operational will be performed on a time and material basis. We do not warrant equipment we do not install. (f) Risk of Loss. Protection One is not liable or responsible for any damage to our Equipment, or any loss of or casualty to the Equipment from any cause beyond our control. NO SUCH DAMAGE, CASUAL TV OR LOSS WILL AFFECT YOUR RESPONSIBILITIES AND OBLIGATIONS UNDER THIS CONTRACT. You must keep the Equipment insured against all risks of loss in an amount equal to the replacement cost and, at our request, have us listed on the policy as "loss payee". If you do not give us satisfactory proof of the property insurance within 30 days after the commencement of this Contract, then, depending on the original cost of the Equipment, we may, at our option, either (i) obtain property insurance to cover our interests and charge you a fee for such coverage (including a monthly administration fee and a profit to us), or (ii) charge you a monthly non- compliance fee up to $50 (which provides no insurance benefit). You can cancel the insurance coverage fee or non-compliance fee at any time by delivering to us the required proof of insurance 6. Term. The Initial Term of this contract shall be for one (1) years. The Initial Term will start on the date your alarm or other system is installed and operational, and when any necessary communications connection is completed. In the case of a system takeover or renewal of an existing agreement where no new equipment is installed, the Initial Term shall begin if any communications connection is necessary and completed or the date the new Agreement is signed, whichever occurs first. 7. Termination of Services; Default. (a) We may, at any time, terminate this Contract and the Services at our option without liability or notice to you if: (1) Our monitoring center, equipment or facilities, or the telephone network, are destroyed, damaged or malfunction so that it is impractical for us to continue the Services; (2) We cannot acquire or retain the transmission connections or authorization to transmit signals between your Premises and our Center or between our Center and Emergency Response Providers; (3) We determine that it is impractical to continue our Services due to the modification or alteration of your Premises after installation of your System; (4) Your System generates excessive false alarms due to circumstances beyond our control; (5) You or your personnel fail to follow our recommendations to repair or replace any defective parts of your System not covered under the Limited Warranty or Extended Service Plan, if applicable, or to follow operating instructions for or tamper with your System; or (6) For any reason in our discretion upon thirty (30) days prior notice to you. If we terminate for any of these reasons stated, we will refund any advance Service Charges for Services to be provided after the termination date, less any Equipment Charges still due, but we shall not be liable as a result of such termination.(b) In addition, you shall be in breach, and we may at our option, terminate this Contract, and exercise our remedies for the payment of all sums due us if: (1 )You fail to pay any Charges or other monies due hereunder or under any other agreement you have with us, and such failure continues for ten (10) days after we provide written notice to you; (2) Any representation you have made herein or in any other agreement you have with us is determined to be materially untrue, (3) you breach any warranty contained herein or in any other agreement you have with us, or (4) you otherwise fail to comply with any non- monetary obligation or covenant contained herein or in any other agreement you have with us when same is due, and such failure continues for thirty (30) days after we provide written notice to you; (5) You deny us reasonable access to the Systems located in any of your Premises; or (6) You become a debtor in a bankruptcy or other insolvency proceeding. We may charge you interest at the highest legal rate on delinquent amounts. You agree to pay all reasonable costs, fees and expenses incurred by us in connection with the enforcement of this Contract, including collection expenses, court costs, and reasonable attorneys' 30f6 Customer Initials fees. (c) Any default under this Contract shall also be a default under any other contract or agreement between you and us. 8. Representations and Warranties. You represent and warrant that you (a) requested the Equipment and Services specified in this Contract for use in a commercial purposes and not for personal, family or household purposes, or for or on behalf of a third party, (b) own the Premises or otherwise have the authority to authorize us to install such equipment in the Premises, and (c) will comply with all laws, codes, and regulations pertaining to your System or our Services. 9. We Are Not an Insurer. YOU AGREE THAT EXCEPT FOR THE LIMITED INDEMNITY PROVIDED IN PARAGRAPH 10(a) BELOW: (A) WE ARE NOT AN INSURER OF YOU, PERSONS WORKING OR OTHERWISE PRESENT AT YOUR PREMISES, OR OF YOUR PREMISES OR ITS CONTENTS; (B) IT IS YOUR RESPONSIBILITY TO OBTAIN ADEQUATE INSURANCE COVERING YOU, YOUR PREMISES AND ITS CONTENTS, YOUR EMPLOYEES, INVITEES AND OTHER AFFECTED PERSONS AND PROPERTY; (C) OUR SERVICE CHARGES ARE BASED ON THE DETERRENCE AND OTHER VALUE OF THE SERVICES WE PROVIDE AND OUR LIMITED LIABILITY UNDER THIS CONTRACT, AND NOT ON THE VALUE OF YOUR PREMISES OR ITS CONTENTS, OR THE LIKELIHOOD OR POTENTIAL EXTENT OR SEVERITY OF PERSONAL INJURY (INCLUDING DEATH)TO AFFECTED PERSONS; AND (D) THE SYSTEM AND SERVICES MAY NOT ALWAYS OPERATE AS INTENDED FOR VARIOUS REASONS, INCLUDING OUR NEGLIGENCE OR OTHER FAULT. WE CANNOT PREDICT THE POTENTIAL AMOUNT, EXTENT, OR SEVERITY OF ANY DAMAGES OR INJURIES THAT MAY BE INCURRED WHICH COULD BE DUE TO THE FAILURE OF THE SYSTEM OR SERVICES TO WORK AS INTENDED. AS SUCH (I) YOU AGREE THAT THE LIMITS ON OUR LIABILITY, AND THE WAIVERS AND INDEMNITIES SET FORTH IN THIS CONTRACT ARE A FAIR ALLOCATION OF RISKS AND LIABILITIES BETWEEN YOU, US AND ANY AFFECTED THIRD PARTIES; (II) YOU WILL LOOK EXCLUSIVELY TO YOUR INSURER FOR FINANCIAL PROTECTION FROM SUCH RISKS AND LIABILITIES, AND (III) EXCEPT AS PROVIDED IN PARAGRAPH 10, YOU WAIVE ALL RIGHTS AND REMEDIES AGAINST US, INCLUDING SUBROGATION, THAT YOU, ANY INSURER, OR OTHER THIRD PARTY MAY HAVE DUE TO ANY LOSSES OR INJURIES YOU OR OTHERS INCUR. 10. Indemnity; Limitation of Liability. (a) Indemnitv. We will hold you, your officers, directors, agents and employees harmless from any claim, demand, losses, damages, injuries, (including death),liabilities or other expenses ("Losses") to the extent and only to the extent that such Losses result solely and directly from the negligent acts or omissions of Protection One, its agents or employees, during and within the scope of employment of such persons only while present at the Premises; provided, however, that the terms of this paragraph 10(a) shall not apply, and we shall not in any event be liable for Losses arising out of, resulting from or in any way due or attributable to the condition, nonfunction, malfunction, faulty design, faulty installation, or failure in any respect of the System or Services to operate or perform as intended (herein, "Alarm Failure Events"), regardless of whether such Alarm Failure Events arise out of the negligent acts or omissions of Protection One, its agents or employees. Any liability of Protection One for Alarm Failure Events for Losses arising out of Alarm Failure Events is strictly limited pursuant to paragraph 10(b). (b) Liabilitv for Alarm Failure Events. Neither we nor any person or entity affiliated with us, shall be liable for any Losses arising directly or indirectly from an Alarm Failure Event. We do not provide architectural, engineering, or professional design services. If you desire or require such services, you must engage a licensed design professional to perform the design services and then provide us with any and all necessary plans, specifications, or shop drawings necessary for us to complete the installation of your System. We install Equipment according to local codes and ordinances (if applicable) and according to your particular needs or preferences. We are not liable under any circumstances for the adequacy of the performance or design or design criteria established by you, your design professional, or local code requirements. If, notwithstanding the provisions of this paragraph 10(b), we or any person or entity affiliated with us, are determined to be responsible for any Losses arising from Alarm Failure Events, your claims against us, shall be limited to the greater of (i) $1,000.00, (ii) six (6) times the monthly Service Charge, or (iii) the purchase price you paid for the Equipment, as liquidated damages and not as a penalty. This amount is your sole and exclusive remedy for an Alarm Failure Event, even if caused by Protection One's negligence or that of our affiliates or our respective employees or agents, breach of this Contract, strict liability, failure to comply with any applicable law, or other fault. At your request, we may in our sole discretion agree to assume additional liability by the attachment of an amendment to this Contract stating the extent of our additional liability and the additional cost to you. You agree that were we to have liability greater than that stated above, we would not provide the System or Services. (c) Damaoes. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INCIDENTAL, PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES. 11. Hold Harmless. Intentionally Omitted. 12. Legal Actions. No claim or legal action any party may have arising out of this Contract, your System or our Services (whether based on contract, negligence or otherwise) may be brought more than one year after the date the cause of action for such claim accrued. 13. Customer Duties. You must (a) instruct all persons who use the System on its proper use; (b) test your System's protective devices and send test signals monthly to our Central Station; (c) tum off, control or remove all air conditioning systems, heaters and other items that interfere with alarm detection devices; (d) notify us immediately if a problem in your System occurs; (e) obtain and keep in effect all permits and licenses that may be required for the installation and operation of your System; (f) pay all usage fees imposed by any governmental authority in connection with your System; (g) provide us a complete Monitoring Information Schedule so we may call your designated contacts in the event we reasonably believe there is an emergency at your Premises; (h) provide us any other emergency information we may request; and (i) promptly update us in writing with any changes to your Monitoring Information Schedule. Your failure to perform under this paragraph is a material breach of this Contract. You agree that we may provide the information on the Monitoring Information Schedule to any governmental authority having jurisdiction over us or your System. LOCAL AUTHORITIES MAY NOT RESPOND TO ALARM NOTIFICATIONS UNTIL ALL PERMITS AND LICENSES FOR USE OF THE SYSTEM HAVE BEEN OBTAINED, AND 4of6 Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 THEREFORE WE MAY NOT BEGIN MONITORING YOUR SYSTEM UNTIL YOU HAVE OBTAINED AT YOUR EXPENSE ALL NECESSARY PERMITS AND LICENSES, AND PROVIDED US WITH THE LICENSE OR PERMIT NUMBER. 14. Services. (a) Monitoring Services. If you have subscribed to Monitoring, Signal Receiving and Notification Services, we shall program the alarm system to communicate to our monitoring facility ("Central Station"). When the Central Station receives an alarm signal from your System (an "Alarm Event"), we will make reasonable efforts, consistent with local laws and our response policies, to contact the appropriate local emergency response provider ("Emergency Response Provider" or "ERP"), and the first person designated on your Monitoring Information Schedule. In the event a' burglar alarm signal or fire signal registers at the Central Station, we may, in our sole discretion, endeavor to contact the Premises by telephone to verify that the Alarm Event is not a false alarm. Some local govemments may place conditions or restrictions on their dispatch of ERPs in response to an Alarm Event, and such conditions or restrictions may require that additional measures be taken to verify the Alarm Event before dispatch. We do not guarantee that such additional measures will be successful or that Emergency Response Providers will be dispatched should an Alarm Event occur. In the event a supervisory signal or trouble signal registers at our Central Station, we shall endeavor to notify the Premises or the first available person designated on your Monitoring Information Schedule. We may, without notice to you, in response to govemmental or insurance requirements, or otherwise in our sole discretion, alter, amend or discontinue any of our policies and procedures for alarm response. If your police or fire department now or in the future requires physical or visual verification of an emergency condition before responding to a request for assistance, you agree to subscribe to such service if provided by us, or otherwise comply with such requirements. We may charge an additional fee for such service. In addition, we are subject to various governmental regulations and industry standards designed to reduce false alarms. These regulations and standards may result in practices and procedures that delay the notification of authorities of alarm activations, including, without limitation, programmed delays in your System's communication with our Central Station. In the event Alarm Verification Service is being furnished, it is mutually understood and agreed that equipment is being installed which, as to certain locations in the Premises, will require the activation of two sensing devices, or a second activation of a single alarm sensor, or a continuous alarm event from a single sensor, in order for an alarm signal to be transmitted. You assume full responsibility for the operation of any and all bypass or switch units provided for disconnecting or reconnecting the alarm sounding and/or transmitting equipment at the Premises. You represent and warrant to us that any vault to be protected by Protection One hereunder by sound or vibration detection systems has the minimum construction characteristics prescribed by the Underwriters' Laboratories, Inc. You agree to test any ultrasonic, microwave, capacitance or other electronic equipment designated on the Equipment page of this document or on your separate Schedule of Protection prior to setting the alarm System for closed periods, according to procedures established from time to time by Protection One, and to notify us promptly in the event that such equipment fails to respond to the test. (i) Telecommunications. Your System may include a communicator that sends signals to our Center via regular telephone service. The use of DSL, BPL, Digital Phone, Internet Protocol (IP) or Voice over Internet Protocol (VoIP), or changing your telephone service provider), signal transmission to our Center may be interrupted. If the system is configured by us to communicate over your broadband intemet service (Cable, BPL, DSL, VolP or other), signal transmission may likewise be interrupted by irregularities in that service or by power outages. IMMEDIATELY AFTER THE INSTALLATION OF DSL, DIGITAL PHONE, VoIP. BPL, OR OTHER BROADBAND OR INTERNET SERVICE YOU MUST TEST THE SYSTEM'S SIGNAL TRANSMISSION WITH THE CENTER. You authorize us, on your behalf, to request services, orders or equipment from a telephone company or other company providing signal transmission or reception services or facilities under this Contract. Such telecommunication services may include Derived Local Channel service. Such service may be provided under the telecommunication provider's service marks or service names. These services include providing lines, signal paths, scanning, transmission and/or reception. You agree that the telecommunication provider's liability is limited to the same extent our liability is limited pursuant to the terms of your Contract with us. (ii) Digital Communicator. If connection to our Central Station is to be by Digital Communicator, you agree to provide a connection via a registered telephone jack to a telephone channel required for the our Equipment. Such connection shall have priority over any other telephone or Customer equipment, and shall be within 10 feet of the alarm System control panel. At your request, and at your sole cost and expense, we will provide such connection. If a digital communicator is installed under this Contract, it uses standard telephone lines as the transmission mode of sending signals and eliminates the need for dedicated telephone facilities and the large cost increases frequently imposed on such facilities. You also acknowledge that our Central Station cannot receive signals should your transmission mode become non-operational for any reason, and that signals from the digital communicator cannot be received if the transmission mode is cut, interfered with or otherwise damaged. (iii) Radio Interface. If connection to the our Central Station is to be by radio frequency, such as cellular or private radio, there may be times when your System will be unable to acquire, transmit, or maintain an alarm signal, and that radio frequency transmissions may be impaired or interrupted by a variety of conditions and circumstances beyond our control, including storms and power failures. Accordingly, the utilization of an additional means of communications is recommended. Also, changes in rules, regulations and policies of the FCC and other governmental bodies may necessitate discontinuation or modification of some or all of these Services. Should your cellular or radio transmitter malfunction, it could interfere with the proper operation of the entire network communicating with our Central Station and other communications transmissions. FCC regulations require that we or our contractors or designees have immediate access to your transmitter in the event of a malfunction or emergency. You agree to permit access to such persons in such an event. Should you refuse to provide such access, we may apply for an ex parte court order permitting access to either repair or remove the transmitter, or take such other steps as are appropriate Customer Initials under the circumstances. You agree to pay all reasonable expenses, including attorneys' fees incurred in connection with such proceedings. (iv) SecureTouch". In order to provide you SecureTouch" Services, we will utilize e-mail addresses provided by you and will transmit to those addresses notification of selected events as received from your System at our Central Station. We are not responsible for any software or hardware purchases necessary to assure compatibility with our Center. There may be times when we and/or the recipient are unable to send or receive e- mail, and that e-mail transmissions may be impaired or interrupted by conditions or circumstances beyond our control, including telecommunications failures, intemet failures, computer viruses or problems with internet service providers. We are not responsible for adjustments or repairs to the recipient's e-mail or intemet service. (b) CCTV: If the equipment page of this document or a separate Schedule of Protection so indicates, we have installed closed circuit Equipment in your Premises. You will be responsible for providing adequate illumination under all operational conditions for the proper operation of the closed circuit television camera and will provide the 110 AC power supply where required as well as shelf or desk space for monitors. (c) CO Detection: If the equipment page of this document or a separate Schedule of Protection so indicates, your premises will be monitored for carbon monoxide. We are not responsible for any damages resulting from any actions or inactions of emergency response personnel in connection with their response to carbon monoxide detection in your Premises. (d) Direct Connect Services: If the equipment page of this document or a separate Schedule of Protection so indicates, we have installed a direct connection to the law enforcement, fire department or other agency shown on your Monitoring Infonnation Schedule. Alann signals transmitted will be monitored by police and/or fire departments or other ERP's or their agents. You understand and acknowledge that such agencies are not the agents of Protection One. Protection One hereby disclaims any responsibility for the manner in which such signals are monitored, or the response, or lack thereof, to such signals by the persons monitoring your System. (e) Inspections. We will provide the number of inspections of your System only as specified on the front page of this document or in a separate Schedule of Protection to this Contract during our normal working hours, and subject to the conditions and exclusions set forth in paragraph 15 below. 15. Limited Warranty. Subject to the limitations and exclusions set forth below, during the first ninety (90) days after installation, we will at our cost, repair or, at our option, replace, any defective part of the equipment we install, including wiring (but not including disposable items such as batteries, and not including repairs needed to window foil, security screens, or exterior mounted devices), and will make any needed mechanical adjustments. We will use new or reconditioned parts for replacements. Our obligations under this paragraph are for your benefit only, and may not be enforced by any other person. The laws of your state may give you additional rights than those described herein. If you have subscribed to our Extended Service Plan, in lieu of our 90 day repair obligation, we will at our cost repair the equipment we install for the duration of the term of this Contract, subject to the limitations and exclusions set forth below. Your participation in the Extended Service Plan will automatically renew for successive thirty (30) day terms at our then current Extended Service Plan rates unless tenninated by either party's written notice given at least thirty (30) days before the end of the then-current term. If you purchase the Extended Limited Warranty after the initial installation, your System must be in good working condition at the time of the Extended Service Plan purchase. To purchase our Extended Service Plan, call1-800-GET-HELP. Limitations on our Warranty and Service Obligations. We perform repair services only during our normal working hours which are 8:00 a.m. to 5:00 p.m. Monday through Friday, except holidays. IF YOU REQUEST US TO PERFORM REPAIR SERVICES OUTSIDE OUR NORMAL WORKING HOURS, WE MAY REQUIRE YOU TO PAY FOR OUR SERVICES AT OUR CURRENT RATES FOR LABOR AND PARTS. Neither the limited warranty nor our obligations under the Extended Service Plan shall apply to disposable items such as batteries, or to window foil, security screens, or exterior mounted devices, or if we determine that any of the following conditions caused the need for service: (A) Damage resulting from stonns, natural disasters, accidents, acts of God, strikes, riots, floods, terrorism or any causes beyond Protection One's control; (S) Your failure to properly close or secure a door, window or other point protected by an alarm device, or to properly follow operating instructions; (C) Telephone line malfunctions or modifications to your telephone service that render it incompatible with your System; (D) Your failure to provide ordinary maintenance and wear and tear to your System or its components (repairs to due to ordinary wear and tear are not excluded under our Extended Service Plan), or you permit anyone other than our authorized representative to perfonn service on your System; (E) Physical alterations to your Premises or to your System made at your request, or made necessary by damage to your Premises or your System; or (F) any of the reasons described in paragraph 4 above. Our warranty applies only to our Installed Equipment. You must furnish the necessary electrical power through your meter at your expense to obtain warranty services. Charges for non- covered repairs will be at our current labor and material rates, including minimum visit charge. OTHER THAN THE LIMITED WARRANTY OR YOUR PARTICIPATION IN THE EXTENDED SERVICE PLAN, WE MAKE NO GUARANTY OR WARRANTY OF ANY KIND, WITH RESPECT TO THE SERVICES WE PERFORM OR THE SYSTEMS WE PROVIDE UNDER THIS CONTRACT, INCLUDING ANY IMPLIED WARRANTY OR MERCHANTABILITY, SUITABILITY, CONDITION, OR FITNESS FOR A PARTICULAR PURPOSE. WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. 16. Delays: We shall have no liability for delays in installation of the equipment or for the consequences thereof, however caused, or for interruptions of service or for the consequences thereof due to strikes, riots, floods, acts of God, terrorism or any causes beyond the control of Protection One, and Protection One will not be required to provide service or substitute services to you while interruption of service due to any such cause shall continue. 17. Assignment: You may not assign this Contract without the prior written consent of Protection One, and any purported assignment of this Contract shall be void. We may assign this agreement or subcontract any or all of our obligations under this Contract without your consent and without notice to you. This Contract, and particularly paragraphs 9 and 10, shall apply to the work and services our assignees or subcontractors provide, and shall apply to them and protect our assignees and subcontractors in the same manner it applies to and protects us. 18. Severability: If any of the provisions of this Contract shall be determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 19. Arbitration of Disputes. In the event any claim or dispute, regardless of its basis, arises between you and us, or between you and the Protected Parties, including any claim or dispute relating to this Contract, any of your Premises, any other contract you have or had with us, your System(s), our Services, or the Charges due hereunder or under any other contract (collectively, your "Account"), or the scope of this arbitration provision, you or we may elect to resolve the claim or dispute by binding arbitration. Neither you nor we shall be entitled to join or consolidate claims in arbitration, or arbitrate any claims as representative or member of a class or in a private attorney general capacity. The filing of a lawsuit by any party shall not constitute a waiver of any rights under this arbitration provision. The arbitration shall be conducted by the American Arbitration Association in accordance with their procedures in effect when the claim is filed. This paragraph and any arbitrations conducted hereunder shall be governed by .the Federal Arbitration Act (FAA). Any arbitration hearing will take place in Dallas, Texas. The arbitrator shall follow applicable substantive law to the extent consistent with the FAA, and applicable statutes of limitations, and shall honor claims of privilege recognized at law. The arbitrator's decision will be final and binding, except for any appeal rights under the FAA, and except that if the amount in controversy exceeds $100,000.00, any party may appeal the award within 30 days to a three -arbitrator panel which shall review the award de novo. The prevailing party shall be entitled to reimbursement of all its costs and expenses, including reasonable attorneys' fees. Judgment upon any arbitral award may be enforced in any court having jurisdiction. 20. Entire Contract; Survival. This Contract is the entire agreement between you and us, and supersedes all previous contracts between you and us regarding alarm or similar services. You agree that we are not bound by any representation, promise, condition, inducement or warranty, express or implied, not included in this Contract. The terms and conditions of this Contract shall govern over the provisions of any other document, including but not limited to your purchase orders, with inconsistent terms. The provisions of paragraphs 9, 10, 11, 12 and 1 g shall survive the tennination of this Contract and your Account, as well as voluntary payment in full by you, any legal proceedings by us to collect a debt owed by you, any bankruptcy by you, or any sale by us of your Account. SPECIAL PROVISIONS: Termination. Notwithstanding any provision to the contrary, the City may terminate this Contract without cause by giving thirty (30) days written notice to Protection One. In such event, Protection One shall be paid for goods/services provided to and acce ted b the Cit rior to effective date of termination. ATTENTION IS DIRECTED TO THE WARRANTY, LIMITATION OF LIABILITY AND OTHER TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. This Agreement is not binding upon Protection One unless either signed by an authorized manager of Protection One or we begin the installation of equipment or provision of services. You acknowledge that you may not receive a copy of this Contract approved by Protection One's General Manager, and such lack of receiptp"J1I not, in any way, invalidate or otherwise affect this Contract. By .,gntg below, ~ ~7{edge. receiving eqolpmenl p.ge Inclodlng IIcen.e in' etion .n~'lenn. & condition.. C om r epre en tive Signature Representative Signature Printed Nam~~v~Co..t.J6!- Printed Name: LAZARO M. MARTINEZ Title: ~. -A~€,,- Employee ID#: 83685 Employee Licens~ or egistration# (if applicable): N/ A Date: Date: "/CJ /0 Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 ~. 50f6 Customer Initials 6 of 6 Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 - Customer Initials c- PrDtection Dne@ Commercial Schedule of Protection, Proposal and Sales Aareement Customer #: Branch #: 11530 cs#: Site#: I Job#: Tax ID#: Customer E-Mail Address: Customer Name: Today's Date (mm/ddlvvvv): June 10, 2010 Business Name: CITY OF SUNNY ISLE-GOVERNMENT CENTER-ACCESS Main On Site ContactVICTOR MERCEDES Phone: (786) 351-5661 Location Name or Number: GOVERNMENT CENTER Phone: (305) 947-0606 Site Address: 18070 COLLINS AVE City: State: FL Zip: 33160 SUNNY ISLE BEACH Billing Address (if different from above): City: State: Zip: ANY AND ALL SERVICES PROVIDED BELOW ARE DEFINED IN AND SUBJECT TO THE MASTER TERMS AND CONDITIONS 1. TRANSACTION TYPE o Direct Sale o Protection One Owned Equipment o Third Party Financed Sale 181 Conversion of Existing System Equipment to become property of (See Paragraph 5 of Master Customer upon full payment of Extended Service Plan included in rate: 0 Yes 0 No sales price. Terms and Conditions) SPECIAL PROVISIONS APPLICABLE TO CALIFORNIA CUSTOMERS ONLY: 1. Approximate Installation Stating Date: . Approximate Installation Completion Date: 2. Starting Installation of wiring and/or delivery of equipment to your Premises will constitute substantial commencement of the work to be performed. 3. Upon completion of the installation, we will thoroughly instruct you in the proper use of your system. 2. WARRANTY AND SERVICE Warranty 0 Standard [8] One Year Extended Service (customer owned system) [8] Yes 0 No 3. SERVICES AND EQUIPMENT o Fire o Industrial Process/Critical Condition o Panic (Audible) 0 Alarm Systems o Burglary o Holdup (Silent, Commercial) o Other: o Duress o CO Detection [8] Access Control Systems o Signaling o Administration o Other: 0 CCTV Systems o Signaling o Administration o Other: 0 Other Systems Describe: 4. SIGNALING OPTIONS o Conventional Telephone D Primary D Backup o AlarmNet@ D GSM D I D M D A D Primary D Backup o Other Signaling via D Primary D Backup 5. REPORTING AND SUPERVISION OPTIONS o Open/Close Logging o Unsupervised o Supervised o Reporting o All Open/Close 0 Weekly o Monthly o All Activity 0 Weekly 0 Monthly * 0 Protection One Online o Essential Access (viewing only) o Enhanced Access (viewing and reporting) * 0 SecureTouch@ o Other ' E-mail address provided at top of agreement will be used for these services 6. INSPECTIONS System Type to be Inspected 0 Fire System o Non-Fire System Inspection Frequency 0 Monthly OBi-Monthly o Quarterly o Semi-Annual o Annual 7. CHARGES Total Equipment and Installation Charge: $0.00 Customer promises to pay the Total Equipment and Installation Charge shown above, plus applicable taxes. Simultaneously with the execution of this Agreement, Customer shall pay $0.00 of these charges (plus applicable taxes), with a remaining balance of $0.00 (plus any remaining applicable taxes) to be paid upon completion of the installation and as a precondition of activation of the system and, if applicable, connection to the Monitoring Center or direct connection service. In addition to the equipment and installation charges shown above, Customer agrees to pay $300.00 per month plus applicable taxes to be paid D annually D quarterly [8] monthly in advance for a period of one (1) years effective from the date service is operative under this agreement. Customer has made an advance oavment in the amount of $0.00 at the time of sale. 8. PAYMENT PAID DUE AT INSTALL D Check Check #: Payment Covers: 0 All 0 Equipment & Installation 0 Services 0 Signaling 0 Reporting 0 Extended Service Plan 0 Insoections rom rom D Purchase Order Purchase Order #: Payment Covers: 0 All 0 Equipment & Installation 0 Services 0 Signaling 0 Reporting 0 Extended Service Plan 0 Insoections rom rom D Credit Card D MasterCard DVisa D AmEx D Discover Name on Credit Card: Card No.: Authorization: Expiration Date: Payment Covers: 0 All 0 Equipment & Installation 0 Services 0 Signaling 0 Reporting 0 Extended Service Plan 0 Inspections rom rom 1 of 6 Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 Customer Initials Ce P",tection One Commercial Schedule of Protection, Proposal and Sales Agreement Premises Equipment Business Name: City of Sunny Isle - Site No: I Date: 06/10/2010 Government Center - Access DBA: Customer No.: System Design Workbook Equipment Page attached in lieu of individual listing of equipment on this page. (Material Codes and Equipment Location are required to be com Dieted below.) Quantity Description Location/Comments Zone 1. Take over Existing Equipment: 2. Kantec KT-300 Door Boards 3. Bio Script Finger Print Readers 4. Bio Script Proximity/Key Pad Readers 5. Proximity Cards Used Are XSF 26 Bit Wiegand 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 20f6 Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 . . J'o; Customer Initials , PROTECTION ONE ALARM MONITORING, INC., Licensing Information. AL Electronic Security Board of Licensure, 7956 Vaughn Road, Suite 392, Montgomery, AL 36116, Telephone 334-264-9388. AL: 643, 533, 744, 101B; AZ: ROC190246 (K-67); AR: Arkansas Board of Private Investigators and Private Security Agencies, 1 State Police Plaza Drive, Little Rock, AR 72209,501- 618-8600, AR: E97-122; CA: Alarm company operators are licensed and regulated by the Bureau of Security and Investigative Services, Department of Consumer Affairs, Sacramento, California 95814. CONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED BY THE CONTRACTORS' STATE LICENSE BOARD WHICH HAS JURISDICTION TO INVESTIGATE COMPLAINTS AGAINST CONTRACTORS IF A COMPLAINT REGARDING A PATENT ACT OR OMISSION IS FILED WITHIN FOUR YEARS OF THE DATE OF THE ALLEGED VIOLATION. ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO THE REGISTRAR, CONTRACTORS STATE LICENSE BOARD, P.O. BOX 260000, SACRAMENTO, CALIFORNIA 95826, CA: ACO 3717, 626615; CT: 1B5782; DE: 1998200138, 97-54, CSRSL-0029; FL: EF20000524; GA: LVA205837; IA: AI-0310, AC-0082; 10: SC21391; IL: 127-001000, 128-000151, 128-000115; KY: 161; LA: F 713; ME: MC60018702; MD: 107-1498,03322228; MA: 7066 C; MI: 3601205122,3602203841,5103229; MN: TS00502; MS 15007478,15007925; MT: 162, 299FPC; NV: 0031668A, F189; NJ: P01008; NM: 58345, 08-0040; NY: Licensed by the NYS Department of State. NY: 12000261120; NC: 24466-SP-LV, 12B5-CSA; OH: 53- 18-1493; OK: 621; OR: CCB116325, 34-428CLE; PA: PA 003926; RI: 9775; SC: BAC5097, FAC3162, BAC5097; TN: 641, 642, 697, 638; TX: Complaints can be filed in Texas with the Texas Commission on Private Security, 5805 Lamar Blvd., Austin, Texas 78752. TX: ACR-1637, B08690; UT: 330634-6501; VA: 11-2533; WA: PROTE0022K2, PROTEOA033BP, UBI601 354926; WY: #LV A 17. MASTER TERMS AND CONDITIONS 1. Master Terms and Conditions. Customer ("Customer" or "you"), as a commercial enterprise, may, now or in the future, have multiple physical business locations (herein a "Premises") for which you obtain from Protection One ("Protection One", "we" or "us") various Equipment and Services. It is the intention of the parties that all of your Premises be covered by these Master Terms and Conditions, as same may hereafter be amended from time to time, and that for each separate Customer Premise, a separate schedule of protection, which may contain updated master terms and conditions, will be completed and executed by the parties. These updated Master Terms and Conditions will govem over any inconsistent provisions contained in any previously agreed master terms and conditions, and over any other agreements, written or oral, between the parties pertaining to Customer premises. 2. Charges. In consideration of the Equipment and Services we provide hereunder, you promise to pay Protection One the Equipment Charges and Service Charges, any activation or other fees, plus applicable taxes ("Charges"), in accordance with the Payment Terms set forth above. OUR SERVICE CHARGES UNDER THIS CONTRACT ARE BASED ON YOUR AGREEMENT TO RECEIVE AND PAY FOR THE SERVICES FOR A FULL one (1) YEAR TERM. If you prepay the total amount due under this Contract prior to the end of the original term of this Contract there is no penalty or refund except as provided herein. Payment of the Equipment Charges is a precondition to the activation of your Equipment and any Services you have selected. We may impose a one-time late charge on each payment that is more than ten days past due, which shall be the lesser of $5.00 or the highest amount. permitted by law. We may impose returned check charges of the greater of $25.00 or 5% of the amount of the returned check. You consent and authorize us to (i) report your payment performance under this Contract to credit reporting agencies; (ii) obtain and transmit your Taxpayer ID number to our affiliates and credit reporting agencies for purposes of verifying your credit history and rating, and (iii) tape record our telephone conversations with you and users of your Equipment and Services for verification and quality control purposes. 3. Increases in Charges. Intentionally Omitted. 4. Additional Charges. Additionally, you agree to pay, or reimburse us if we pay, all false alarm fines and assessments, and all taxes, fees or other charges of any local governmental authority that relate to your Equipment or our Services, other than taxes assessed on our net income. You further agree to pay (a) all telecommunications charges for area code, telephone numbering or other changes, (b) our then-current charge for reprogramming your Equipment to comply with any area code, telephone numbering or other changes, (c) any increases in our cost for facilities used for transmitting alarm signals under this Contract and (d) our charges resulting from services we may add to continue to provide the Services to you necessitated by police, fire or other emergency response policies of any governmental body, such as physical or visual alarm verification requirements. In addition, you shall be responsible for any modifications to your Equipment necessitated by changes in standards and regulations of governmental or regulatory authorities, including but not limited to the Federal Communications Commission ("FCC"), any state Fire Marshal, the National Fire Protection Association, Underwriters Laboratories, fire or police department. You agree to pay a service charge if we respond to a service call or alarm at your Premises which is due to you or your agents, employees or invitees failure to follow operating instructions or to properly lock or close a window, door or other protected point, or improper or unauthorized adjustment to any of your Equipment. Payment for such additional charges is due upon receipt of our invoice for such charges. 5. Installation and Sale. (a) Installation. The equipment indicated in this document or in your Schedule of Protection will be installed in the Premises. Installation of Equipment is subject to the following conditions: (1) We can access your Premises without interruption during our installer's normal working hours; (2) The installation may require drilling into various parts of your Premises; (3) You will provide 110 AC electrical outlets for power equipment in locations designated by the installer; (4) You will be responsible for lifting and replacing carpeting, if required, for installation of floor mats or wiring. There may be areas where the installer determines that it is impractical to conceal equipment wiring. In such areas, wiring will be exposed. You must within ten (10) days after installation is complete, inspect your System and notify us in writing of any problems. Otherwise you will be deemed conclusively to have accepted your System. If asbestos or other hazardous materials ("Hazardous Materials") are encountered during installation, installation work will cease until you, at your sole cost and expense, obtain clearance from a licensed hazardous material contractor that continuation of the work will not pose any danger to installation personnel. In no event shall we be liable for the discovery or removal of Hazardous Materials. Protection One shall not be responsible for securing the Premises during the period of installation. (b) Direct Sale. If you have elected to purchase your Equipment, except as set forth below, you will own the Equipment we install in your Premises (such Equipment is referred to collectively as the "System"), when you completely pay the purchase price described on the front page of this document or in a separate Schedule of Protection. Notwithstanding the foregoing, regardless of the sale type, ownership of (i) any communication device that makes use of radio, cellular or intemet communication paths (including without limitation, all equipment Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 associated with AlarmNet~ shall be retained by Protection One or its owner, and (ii) certain intellectual property associated with your System and our Services, such as certain software, data and installer/programming codes, may not be transferred by Protection One and remain the property of their respective owners. (c) Third Partv Financed Sale. If you have elected to finance the purchase of some or a portion of the Equipment with a third party lender or leasing company, title to the Equipment may be held by your lender/lessor as security for your loan/lease obligations. The terms of your agreement with the lender/lessor may require you to maintain insurance, make you responsible for various other costs and fees, and obligate you to pay the lender/lessor regardless of Protection One's performance hereunder. Protection One makes no recommendations on lending sources, is not responsible for your selection of a lending source or the terms of your agreement with the lender/lessor, and Protection One hereby disclaims all liability in connection with your arrangements with the lender/lessor. (d) Protection One Owned Svstem. If we retain ownership of your Equipment, upon the termination of this Contract, you agree we may enter your Premises and remove our Equipment (including yard signs and decals) and/or disable your Equipment. Should you fail or refuse to allow us access to your Premises, you also agree to: (i) pay us our reasonable charges for the Installed Equipment, and (ii) reimburse us for any costs (including reasonable attorneys' fees) we may incur in seeking to gain access to remove the Installed Equipment or to, collect such charges. We have no obligation to repair or redecorate your Premises after any such removal. Our removal, disabling or abandonment of such equipment does not constitute a waiver of our right to collect any unpaid charges. (e) Conversion of Existina Svstem. If you currently have existing and compatible equipment, we may utilize such equipment. We may elect to repair or replace your nonfunctioning existing equipment to provide our Services and you agree to pay our current charges for replacement equipment and that any repairs needed to make the existing system operational will be performed on a time and material basis. We do not warrant equipment we do not install. (f) Risk of Loss. Protection One is not liable or responsible for any damage to our Equipment, or any loss of or casualty to the Equipment from any cause beyond our control. NO SUCH DAMAGE, CASUALTY OR LOSS WILL AFFECT YOUR RESPONSIBILITIES AND OBLIGATIONS UNDER THIS CONTRACT. You must keep the Equipment insured against all risks of loss in an amount equal to the replacement cost and, at our request, have us listed on the policy as "loss payee". If you do not give us satisfactory proof of the property insurance within 30 days after the commencement of this Contract, then, depending on the original cost of the Equipment, we may, at our option, either (i) obtain property insurance to cover our interests and charge you a fee for such coverage (including a monthly administration fee and a profit to us), or (ii) clharge you a monthly non- compliance fee up to $50 (which provides no insurance benefit). You can cancel the insurance coverage fee or non-compliance fee at any time by delivering to us the required proof of insurance 6. Term. The Initial Term of this contract shall be for one (1) years. The Initial Term will start on the date your alarm or other system is installed and operational, and when any necessary communications connection is completed. In the case of a system takeover or renewal of an existing agreement where no new equipment is installed, the Initial Term shall begin if any communications connection is necessary and completed or the date the new Agreement is signed, whichever occurs first. 7. Termination of Services; Default (a) We may, at any time, terminate this Contract and the Services at our option without liability or notice to you if: (1) Our monitoring center, equipment or facilities, or the telephone network, are destroyed, damaged or malfunction so that it is impractical for us to continue the Services; (2) We cannot acquire or retain the transmission connections or authorization to transmit signals between your Premises and our Center or between our Center and Emergency Response Providers; (3) We determine that it is impractical to continue our Services due to the modification or alteration of your Premises after installation of your System; (4) Your System generates excessive false alarms due to circumstances beyond our control; (5) You or your personnel fail to follow our recommendations to repair or replace any defective parts of your System not covered under the Limited Warranty or Extended Service Plan, if applicable, or to follow operating instructions for or tamper with your System; or (6) For any reason in our discretion upon thirty (30) days prior notice to you. If we terminate for any of these reasons stated, we will refund any advance Service Charges for Services to be provided after the termination date, less any Equipment Charges still due, but we shall not be liable as a result of such termination.(b) In addition, you shall be in breach, and we may at our option, terminate this Contract, and exercise our remedies for the payment of all sums due us if: (1 )You fail to pay any Charges or other monies due hereunder or under any other agreement you have with us, and such failure continues for ten (10) days after we provide written notice to you; (2) Any representation you have made herein or in any other agreement you have with us is determined to be materially untrue, (3) you breach any warranty contained herein or in any other agreement you have with us, or (4) you otherwise fail to comply with any non- monetary obligation or covenant contained herein or in any other agreement you have with us when same is due, and such failure continues for thirty (30) days after we provide written notice to you; (5) You deny us reasonable access to the Systems located in any of your Premises; or (6) You become a debtor in a bankruptcy or other insolvency proceeding. We may charge you interest at the highest legal rate on delinquent amounts. You agree to pay all reasonable costs, fees and expenses incurred by us in connection with the enforcement of this Contract, including collection expenses, court costs, and reasonable attorneys' 30f6 Customer Initials \, fees. (c) Any default under this Contract shall also be a default under any other contract or agreement between you and us. 8. Representations and Warranties. You represent and warrant that you (a) requested the Equipment and Services specified in this Contract for use in a commercial purposes and not for personal, family or household purposes, or for or on behalf of a third party, (b) own the Premises or otherwise have the authority to authorize us to install such equipment in the Premises, and (c) will comply with all laws, codes, and regulations pertaining to your System or our Services. 9. We Are Not an Insurer. YOU AGREE THAT EXCEPT FOR THE LIMITED INDEMNITY PROVIDED IN PARAGRAPH 10(a) BELOW: (A) WE ARE NOT AN INSURER OF YOU, PERSONS WORKING OR OTHERWISE PRESENT AT YOUR PREMISES, OR OF YOUR PREMISES OR ITS CONTENTS; (B) IT IS YOUR RESPONSIBILITY TO OBTAIN ADEQUATE INSURANCE COVERING YOU, YOUR PREMISES AND ITS CONTENTS, YOUR EMPLOYEES, INVITEES AND OTHER AFFECTED PERSONS AND PROPERTY; (C) OUR SERVICE CHARGES ARE BASED ON THE DETERRENCE AND OTHER VALUE OF THE SERVICES WE PROVIDE AND OUR LIMITED LIABILITY UNDER THIS CONTRACT, AND NOT ON THE VALUE OF YOUR PREMISES OR ITS CONTENTS, OR THE LIKELIHOOD OR POTENTIAL EXTENT OR SEVERITY OF PERSONAL INJURY (INCLUDING DEATH)TO AFFECTED PERSONS; AND (D) THE SYSTEM AND SERVICES MAY NOT ALWAYS OPERATE AS INTENDED FOR VARIOUS REASONS, INCLUDING OUR NEGLIGENCE OR OTHER FAULT. WE CANNOT PREDICT THE POTENTIAL AMOUNT, EXTENT, OR SEVERITY OF ANY DAMAGES OR INJURIES THAT MAY BE INCURRED WHICH COULD BE DUE TO THE FAILURE OF THE SYSTEM OR SERVICES TO WORK AS INTENDED. AS SUCH (I) YOU AGREE THAT THE LIMITS ON OUR LIABILITY, AND THE WAIVERS AND INDEMNITIES SET FORTH IN THIS CONTRACT ARE A FAIR ALLOCATION OF RISKS AND LIABILITIES BETWEEN YOU, US AND ANY AFFECTED THIRD PARTIES; (II) YOU WILL LOOK EXCLUSIVELY TO YOUR INSURER FOR FINANCIAL PROTECTION FROM SUCH RISKS AND LIABILITIES, AND (III) EXCEPT AS PROVIDED IN PARAGRAPH 10, YOU WAIVE ALL RIGHTS AND REMEDIES AGAINST US, INCLUDING SUBROGATION, THAT YOU, ANY INSURER, OR OTHER THIRD PARTY MAY HAVE DUE TO ANY LOSSES OR INJURIES YOU OR OTHERS INCUR. 10. Indemnity; Limitation of Liability. (a) Indemnitv. We will hold you, your officers, directors, agents and employees hannless from any claim, demand, losses, damages, injuries, (including death),liabilities or other expenses ("Losses") to the extent and only to the extent that such Losses result solely and directly from the negligent acts or omissions of Protection One, its agents or employees, during and within the scope of employment of such persons only while present at the Premises; provided, however, that the tenns of this paragraph 10(a) shall not apply, and we shall not in any event be liable for Losses arising out of, resulting from or in any way due or attributable to the condition, nonfunction, malfunction, faulty design, faulty installation, or failure in any respect of the System or Services to operate or perform as intended (herein, "Alarm Failure Events"), regardless of whether such Alann Failure Events arise out of the negligent acts or omissions of Protection One, its agents or employees. Any liability of Protection One for Alann Failure Events for Losses arising out of Alann Failure Events is strictly limited pursuant to paragraph 10(b). (b) Liabilitv for Alarm Failure Events. Neither we nor any person or entity affiliated with us, shall be liable for any Losses arising directly or indirectly from an Alann Failure Event. We do not provide architectural, engineering, or professional design services. If you desire or require such services, you must engage a licensed design professional to perfonn the design services and then provide us with any and all necessary plans, specifications, or shop drawings necessary for us to complete the installation of your System. We install Equipment according to local codes and ordinances (if applicable) and according to your particular needs or preferences. We are not liable under any circumstances for the adequacy of the performance or design or design criteria established by you, your design professional, or local code requirements. If, notwithstanding the provisions of this paragraph 10(b), we or any person or entity affiliated with us, are determined to be responsible for any Losses arising from Alann Failure Events, your claims against us, shall be limited to the greater of (i) $1,000.00, (ii) six (6) times the monthly Service Charge, or (iii) the purchase price you paid for the Equipment, as liquidated damages and not as a penalty. This amount is your sole and exclusive remedy for an Alann Failure Event, even if caused by Protection One's negligence or that of our affiliates or our respective employees or agents, breach of this Contract, strict liability, failure to comply with any applicable law, or other fault. At your request, we may in our sole discretion agree to assume additional liability by the attachment of an amendment to this Contract stating the extent of our additional liability and the additional cost to you. You agree that were we to have liability greater than that stated above, we would not provide the System or Services. (c) Damaoes. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INCIDENTAL, PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES. 11. Hold Harmless. Intentionally Omitted. 12. Legal Actions. No claim or legal action any party may have arising out of this Contract, your System or our Services (whether based on contract, negligence or otherwise) may be brought more than one year after the date the cause of action for such claim accrued. 13. Customer Duties. You must (a) instruct all persons who use the System on its proper use; (b) test your System's protective devices and send test signals monthly to our Central Station; (c) tum off, control or remove all air conditioning systems, heaters and other items that interfere with alann detection devices; (d) notify us immediately if a problem in your System occurs; (e) obtain and keep in effect all penn its and licenses that may be required for the installation and operation of your System; (f) pay all usage fees imposed by any governmental authority in connection with your System; (g) provide us a complete Monitoring Information Schedule so we may call your designated contacts in the event we reasonably believe there is an emergency at your Premises; (h) provide us any other emergency infonnation we may request; and (i) promptly update us in writing with any changes to your Monitoring Infonnation Schedule. Your failure to perform under this paragraph is a material breach of this Contract. You agree that we may provide the infonnation on the Monitoring Information Schedule to any governmental authority having jurisdiction over us or your System. LOCAL AUTHORITIES MAY NOT RESPOND TO ALARM NOTIFICATIONS UNTIL ALL PERMITS AND LICENSES FOR USE OF THE SYSTEM HAVE BEEN OBTAINED, AND 40f6 Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/1 0/1 0 - THEREFORE WE MAY NOT BEGIN MONITORING YOUR SYSTEM UNTIL YOU HAVE OBTAINED AT YOUR EXPENSE ALL NECESSARY PERMITS AND LICENSES, AND PROVIDED US WITH THE LICENSE OR PERMIT NUMBER. 14. Services. (a) Monitoring Services. If you have subscribed to Monitoring, Signal Receiving and Notification Services, we shall program the alarm system to communicate to our monitoring facility ("Central Station"). When the Central Station receives an alann signal from your System (an "Alann Event"), we will make reasonable efforts, consistent with local laws and our response policies, to contact the appropriate local emergency response provider ("Emergency Response Provider" or "ERP"), and the first person designated on your Monitoring Infonnation Schedule. In the event a burglar alann signal or fire signal registers at the Central Station, we may, in our sole discretion, endeavor to contact the Premises by telephone to verify that the Alann Event is not a false alann. Some local govemments may place conditions or restrictions on their dispatch of ERPs in response to an Alarm Event, and such conditions or restrictions may require that additional measures be taken to verify the Alarm Event before dispatch. We do not guarantee that such additional measures will be successful or that Emergency Response Providers will be dispatched should an Alann Event occur. In the event a supervisory signal or trouble signal registers at our Central Station, we shall endeavor to notify the Premises or the first available person designated on your Monitoring Infonnation Schedule. We may, without notice to you, in response to govemmental or insurance requirements, or otherwise in our sole discretion, alter, amend or discontinue any of our policies and procedures for alarm response. If your police or fire department now or in the future requires physical or visual verification of an emergency condition before responding to a request for assistance, you agree to subscribe to such service if provided by us, or otherwise comply with such requirements. We may charge an additional fee for such service. In addition, we are subject to various governmental regulations and industry standards designed to reduce false alarms. These regulations and standards may result in practices and procedures that delay the notification of authorities of alarm activations, including, without limitation, programmed delays in your System's communication with our Central Station. In the event Alann Verification Service is being furnished, it is mutually understood and agreed that equipment is being installed which, as to certain locations in the Premises, will require the activation of two sensing devices, or a second activation of a single alann sensor, or a continuous alann event from a single sensor, in order for an alann signal to be transmitted. You assume full responsibility for the operation of any and all bypass or switch units provided for disconnecting or reconnecting the alarm sounding and/or transmitting equipment at the Premises. You represent and warrant to us that any vault to be protected by Protection One hereunder by sound or vibration detection systems has the minimum construction characteristics prescribed by the Underwriters' Laboratories, Inc. You agree to test any ultrasonic, microwave, capacitance or other electronic equipment designated on the Equipment page of this document or on your separate Schedule of Protection prior to setting the alann System for closed periods, according to procedures established from time to time by Protection One, and to notify us promptly in the event that such equipment fails to respond to the test. (i) Telecommunications. Your System may include a communicator that sends signals to our Center via regular telephone service. The use of DSL, BPL, Digital Phone, Internet Protocol (IP) or Voice over Internet Protocol (VoIP), or changing your telephone service provider), signal transmission to our Center may be interrupted. If the system is configured by us to communicate over your broadband internet service (Cable, BPL, DSL, VolP or other), signal transmission may likewise be interrupted by irregularities in that service or by power outages. IMMEDIATELY AFTER THE INSTALLATION OF DSL, DIGITAL PHONE, VoIP. BPL, OR OTHER BROADBAND OR INTERNET SERVICE YOU MUST TEST THE SYSTEM'S SIGNAL TRANSMISSION WITH THE CENTER. You authorize us, on your behalf, to request services, orders or equipment from a telephone company or other company providing signal transmission or reception services or facilities under this Contract. Such telecommunication services may include Derived Local Channel service. Such service may be provided under the telecommunication provider's service marks or service names. These services include providing lines, signal paths, scanning, transmission and/or reception. You agree that the telecommunication provider's liability is limited to the same extent our liability is limited pursuant to the tenns of your Contract with us. (ii) Digital Communicator. If connection to our Central Station is to be by Digital Communicator, you agree to provide a connection via a registered telephone jack to a telephone channel required for the our Equipment. Such connection shall have priority over any other telephone or Customer equipment, and shall be within 10 feet of the alann System control panel. At your request, and at your sole cost and expense, we will provide such connection. If a digital communicator is installed under this Contract, it uses standard telephone lines as the transmission mode of sending signals and eliminates the need for dedicated telephone facilities and the large cost increases frequently imposed on such facilities. You also acknowledge that our Central Station cannot receive signals should your transmission mode become non-operational for any reason, and that signals from the digital communicator cannot be received if the transmission mode is cut, interfered with or otherwise damaged. (iii) Radio Interface. If connection to the our Central Station is to be by radio frequency, such as cellular or private radio, there may be times when your System will be unable to acquire, transmit, or maintain an alann signal, and that radio frequency transmissions may be impaired or interrupted by a variety of conditions and circumstances beyond our control, including stonns and power failures. Accordingly, the utilization of an additional means of communications is recommended. Also, changes in rules, regulations and policies of the FCC and other governmental bodies may necessitate discontinuation or modification of some or all of these Services. Should your cellular or radio transmitter malfunction, it could interfere with the proper operation of the entire network communicating with our Central Station and other communications transmissions. FCC regulations require that we or our contractors or designees have immediate access to your transmitter in the event of a malfunction or emergency. You agree to pennit access to such persons in such an event. Should you refuse to provide such access, we may apply for an ex parte court order permitting access to either repair or remove the transmitter, or take such other steps as are appropriate Customer Initials under the circumstances. You agree to pay all reasonable expenses, including attorneys' fees incurred in connection with such proceedings. (iv) SecureTouch". In order to provide you SecureTouch" Services, we will utilize e-mail addresses provided by you and will transmit to those addresses notification of selected events as received from your System at our Central Station. We are not responsible for any software or hardware purchases necessary to assure compatibility with our Center. There may be times when we and/or the recipient are unable to send or receive e- mail, and that e-mail transmissions may be impaired or interrupted by conditions or circumstances beyond our control, including telecommunications failures, intemet failures, computer viruses or problems with internet service providers. We are not responsible for adjustments or repairs to the recipient's e-mail or internet service. (b) CCTV: If the equipment page of this document or a separate Schedule of Protection so indicates, we have installed closed circuit Equipment in your Premises. You will be responsible for providing adequate illumination under all operational conditions for the proper operation of the closed circuit television camera and will provide the 110 AC power supply where required as well as shelf or desk space for monitors. (c) CO Detection: If the equipment page of this document or a separate Schedule of Protection so indicates, your premises will be monitored for carbon monoxide. We are not responsible for any damages resulting from any actions or inactions of emergency response personnel in connection with their response to carbon monoxide detection in your Premises. (d) Direct Connect Services: If the equipment page of this document or a separate Schedule of Protection so indicates, we have installed a direct connection to the law enforcement, fire department or other agency shown on your Monitoring Information Schedule. Alarm signals transmitted will be monitored by police and/or fire departments or other ERP's or their agents. You understand and acknowledge that such agencies are not the agents of Protection One. Protection One hereby disclaims any responsibility for the manner in which such signals are monitored, or the response, or lack thereof, to such signals by the persons monitoring your System. (e) Inspections. We will provide the number of inspections of your System only as specified on the front page of this document or in a separate Schedule of Protection to this Contract during our normal working hours, and subject to the conditions and exclusions set forth in paragraph 15 below. 15. Limited Warranty. Subject to the limitations and exclusions set forth below, during the first ninety (90) days after installation, we will at our cost, repair or, at our option, replace, any defective part of the equipment we install, including wiring (but not including disposable items such as batteries, and not including repairs needed to window foil, security screens, or exterior mounted devices), and will make any needed mechanical adjustments. We will use new or reconditioned parts for replacements. Our obligations under this paragraph are for your benefit only, and may not be enforced by any other person. The laws of your state may give you additional rights than those described herein. If you have subscribed to our Extended Service Plan, in lieu of our gO day repair obligation, we will at our cost repair the equipment we install for the duration of the term of this Contract, subject to the limitations and exclusions set forth below. Your participation in the Extended Service Plan will automatically renew for successive thirty (30) day terms at our then current Extended Service Plan rates unless terminated by either party's written notice given at least thirty (30) days before the end of the then-current term. If you purchase the Extended Limited Warranty after the initial installation, your System must be in good working condition at the time of the Extended Service Plan purchase. To purchase our Extended Service Plan, call1-800-GET-HELP. Limitations on our Warranty and Service Obligations. We perform repair services only during our normal working hours which are 8:00 a.m. to 5:00 p.m. Monday through Friday, except holidays. IF YOU REQUEST US TO PERFORM REPAIR SERVICES OUTSIDE OUR NORMAL WORKING HOURS, WE MAY REQUIRE YOU TO PAY FOR OUR SERVICES AT OUR CURRENT RATES FOR LABOR AND PARTS. Neither the limited warranty nor our obligations under the Extended Service Plan shall apply to disposable items such as batteries, or to window foil, security screens, or exterior mounted devices, or if we determine that any of the following conditions caused the need for service: (A) Damage resulting from storms, natural disasters, accidents, acts of God, strikes, riots. floods, terrorism or any causes beyond Protection One's control; (S) Your failure to properly close or secure a door, window or other point protected by an alarm device, or to properly follow operating instructions; (C) Telephone line malfunctions or modifications to your telephone service that ~ render it incompatible with your System; (D) Your failure to provide ordinary maintenance and wear and tear to your System or its components (repairs to due to ordinary wear and tear are not excluded under our Extended Service Plan), or you permit anyone other than our authorized representative to perform service on your System; (E) Physical alterations to your Premises or to your System made at your request, or made necessary by damage to your Premises or your System; or (F) any of the reasons described in paragraph 4 above. Our warranty applies only to our Installed Equipment. You must furnish the necessary electrical power through your meter at your expense to obtain warranty services. Charges for non- covered repairs will be at our current labor and material rates, including minimum visit charge. OTHER THAN THE LIMITED WARRANTY OR YOUR PARTICIPATION IN THE EXTENDED SERVICE PLAN, WE MAKE NO GUARANTY OR WARRANTY OF ANY KIND, WITH RESPECT TO THE SERVICES WE PERFORM OR THE SYSTEMS WE PROVIDE UNDER THIS CONTRACT, INCLUDING ANY IMPLIED WARRANTY OR MERCHANTABILITY, SUITABILITY, CONDITION, OR FITNESS FOR A PARTICULAR PURPOSE. WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. 16. Delays: We shall have no liability for delays in installation of the equipment or for the consequences thereof, however caused, or for interruptions of service or for the consequences thereof due to strikes, riots, floods, acts of God, terrorism or any causes beyond the control of Protection One, and Protection One will not be required to provide service or substitute services to you while interruption of service due to any such cause shall continue. 17. Assignment: You may not assign this Contract without the prior written consent of Protection One, and any purported assignment of this Contract shall be void. We may assign this agreement or subcontract any or all of our obligations under this Contract without your consent and without notice to you. This Contract, and particularly paragraphs 9 and 10, shall apply to the work and services our assignees or subcontractors provide, and shall apply to them and protect our assignees and subcontractors in the same manner it applies to and protects us. 18. Severability: If any of the provisions of this Contract shall be determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 19. Arbitration of Disputes. In the event any claim or dispute, regardless of its basis, arises between you and us, or between you and the Protected Parties, including any claim or dispute relating to this Contract, any of your Premises, any other contract you have or had with us, your System(s), our Services, or the Charges due hereunder or under any other contract (collectively, your "Account"), or the scope of this arbitration provision, you or we may elect to resolve the claim or dispute by binding arbitration. Neither you nor we shall be entitled to join or consolidate claims in arbitration, or arbitrate any claims as representative or member of a class or in a private attorney general capacity. The filing of a lawsuit by any party shall not constitute a waiver of any rights under this arbitration provision. The arbitration shall be conducted by the American Arbitration Association in accordance with their procedures in effect when the claim is filed. This paragraph and any arbitrations conducted hereunder shall be governed by the Federal Arbitration Act (FAA). Any arbitration hearing will take place in Dallas, Texas. The arbitrator shall follow applicable substantive law to the extent consistent with the FAA, and applicable statutes of limitations, and shall honor claims of privilege recognized at law. The arbitrator's decision will be final and binding, except for any appeal rights under the FAA, and except that if the amount in controversy exceeds $100,000.00, any party may appeal the award within 30 days to a three -arbitrator panel which shall review the award de novo. The prevailing party shall be entitled to reimbursement 'of all its costs and expenses, including reasonable attorneys' fees. Judgment upon any arbitral award may be enforced in any court having jurisdiction. 20. Entire Contract; Survival. This Contract is the entire agreement between you and us, and supersedes all previous contracts between you and us regarding alarm or similar services. You agree that we are not bound by any representation, promise, condition, inducement or warranty, express or implied, not included in this Contract. The terms and conditions of this Contract shall govern over the provisions of any other document, including but not limited to your purchase orders, with inconsistent terms. The provisions of paragraphs 9, 10, 11, 12 and 19 shall survive the termination of this Contract and your Account, as well as voluntary payment in full by you, any legal proceedings by us to collect a debt owed by you, any bankruptcy by you, or any sale by us of your Account. SPECIAL PROVISIONS: Termination. Notwithstanding any provision to the contrary, the City may terminate this Contract without cause by giving thirty (30) days written notice to Protection One. In such event, Protection One shall be paid for goods/services provided to and accepted bv the Citv prior to effective date of termination. ATTENTION IS DIRECTED TO THE WARRANTY, LIMITATION OF LIABILITY AND OTHER TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. This Agreement is not binding upon Protection One unless either signed by an authorized manager of Protection One or we begin the installation of equipment or provision of services. You acknowledge that you may not receive a copy of this Contract approved by Protection One's General Manager, and such lack of receipt shall not, in any way, invalidate or otherwise affect this Contract. m'&'d9~ ~iving .quipm.m page 'n"uding II,en.e In' nn~IUO~II.nn. & ,ondIUon., Protection One Sales Representative Signature Printed Name: LAZARO M. MARTINEZ Employee ID#: 83685 Employee Lice,:",se or egistration# (if applicable): N/ A Date: ~ '/tJ /0 Date: Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 q~ --. 50f6 Customer Initials ~~ Prote Ion ~~thorized Manager Signature Date: 6/1/) ~ 6 of 6 Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 Customer Initials c- Protection One@ Commercial Schedule of Protection, Proposal and Sales Agreement Customer #: Branch #: 11530 CS#: Site#: I Job#: Tax ID#: Customer E-Mail Address: Customer Name: Today's Date (mm/dd/yyyy): June 10, 2010 Business Name: CITY OF SUNNY ISLE-PELICAN COMMUNITY P ARK- CCTV Main On Site ContactVICTOR MERCEDES Phone: (786) 351-5661 Location Name or Number: PELICAN COMMUNITY PARK Phone: (305) 947-0606 Site Address: 18115 N. BAY ROAD City: State: FL Zip: 33160 SUNNY ISLE BEACH Billing Address (if different from above): City: State: Zip: ANY AND ALL SERVICES PROVIDED BELOW ARE DEFINED IN AND SUBJECT TO THE MASTER TERMS AND CONDITIONS 1. TRANSACTION TYPE o Direct Sale o Protection One Owned Equipment o Third Party Financed Sale 18I Conversion of Existing System Equipment to become property of Extended Service Plan included in rate: 0 Yes 0 No (See Paragraph 5 of Master Customer upon full payment of Terms and Conditions) sales price. SPECIAL PROVISIONS APPLICABLE TO CALIFORNIA CUSTOMERS ONLY: 1. Approximate Installation Stating Date: . Approximate Installation Completion Date: 2. Starting Installation of wiring and/or delivery of equipment to your Premises will constitute substantial commencement of the work to be performed. 3. Upon completion of the installation, we will thoroughly instruct you in the proper use of your system. 2. WARRANTY AND SERVICE Warranty D Standard ~ One Year Extended Service (customer owned system) ~ Yes D No 3. SERVICES AND EQUIPMENT D Fire D Industrial Process/Critical Condition D Panic (Audible) D Alarm Systems D Burglary D Holdup (Silent, Commercial) D Other: D Duress D CO Detection D Access Control Systems D Signaling D Administration D Other: ~ CCTV Systems D Signaling D Administration D Other: D Other Systems Describe: 4. SIGNALING OPTIONS D Conventional Telephone D Primary D Backup D Alarm Net@ D GSM D I D M D A D Primary D Backup D Other Signaling via D Primary D Backup 5. REPORTING AND SUPERVISION OPTIONS D Open/Close Logging D Unsupervised D Supervised D Reporting D All Open/Close D Weekly D Monthly D All Activity D Weekly D Monthly * D Protection One Online D Essential Access (viewing only) D Enhanced Access (viewing and reporting) * D SecureTouch@ D Other . E~mail address provided at top of agreement will be used for these services 6. INSPECTIONS System Type to be Inspected D Fire System D Non-Fire System Inspection Frequency D Monthly D Bi-Monthly D Quarterly D Semi-Annual D Annual 7. CHARGES Total Equipment and Installation Charge: $0.00 Customer promises to pay the Total Equipment and Installation Charge shown above, plus applicable taxes. Simultaneously with the execution of this Agreement, Customer shall pay $0.00 of these charges (plus applicable taxes), with a remaining balance of $0.00 (plus any remaining applicable taxes) to be paid upon completion of the installation and as a precondition of activation of the system and, if applicable, connection to the Monitoring Center or direct connection service. In addition to the equipment and installation charges shown above, Customer agrees to pay $285.00 per month plus applicable taxes to be paid D annually D quarterly [8] monthly in advance for a period of one (1) years effective from the date service is operative under this agreement. Customer has made an advance Davment in the amount of $0.00 at the time of sale. 8. PAYMENT PAID DUE AT INSTALL D Check Check #: Payment Covers: 0 All 0 Equipment & Installation D Services 0 Signaling 0 Reporting 0 Extended Service Plan 0 Insoections rom rom D Purchase Order Purchase Order #: Payment Covers: D All D Equipment & Installation D Services 0 Signaling D Reporting D Extended Service Plan D Inspections rom rom D Credit Card D MasterCard DVisa D AmEx D Discover Name on Credit Card: Card No.: Authorization: Expiration Date: Payment Covers: 0 All 0 Equipment & Installation 0 Services 0 Signaling 0 Reporting 0 Extended Service Plan 0 Inspections rom ro.oo 1 of 5 Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 Customer Initials - C e Pl'lltecti"n Dne Commercial Schedule of Protection, Proposal and Sales Agreement Premises Equipment Business Name: City of Sunny Isle- Site No: I Date: 06/10/2010 Pelican Community Park - CCTV DBA: Customer No.: System Design Workbook Equipment Page attached in lieu of individual listing of equipment on this page. (Material Codes and Equipment Location are required to be completed below.) Quantity Description Location/Comments Zone 1. Take over Existing Equipment: 2. 16 Channel American Dynamic EDVRS 3. Color Cameras 4. APC Smart UPS 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. PROTECTION ONE ALARM MONITORING, INC., licensing Information. AL Electronic Security Board of Licensure, 7956 Vaughn Road, Suite 392, Montgomery, AL 36116, Telephone 334-264-9388. AL: 643, 533, 744, 1018; AZ: ROC190246 (K-67); AR: Arkansas Board of Private Investigators and Private Security Agencies, 1 State Police Plaza Drive, Little Rock, AR 72209,501- 618-8600, AR: E97-122; CA: Alarm company operators are licensed and regulated by the Bureau of Security and Investigative Services, Department of Consumer Affairs, Sacramento, California 95814. CONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED BY THE CONTRACTORS' STATE LICENSE BOARD WHICH HAS JURISDICTION TO INVESTIGATE COMPLAINTS AGAINST CONTRACTORS IF A COMPLAINT REGARDING A PATENT ACT OR OMISSION IS FILED WITHIN FOUR YEARS OF THE DATE OF THE ALLEGED VIOLATION. ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO THE REGISTRAR, CONTRACTORS STATE LICENSE BOARD, P.O. BOX 260000, SACRAMENTO, CALIFORNIA 95826, CA: ACO 3717, 626615; CT: 185782; DE: 1998200138, 97-54, CSRSL-0029; FL: EF20000524; GA: LVA205837; IA: AI-0310, AC-0082; 10: SC21391; IL: 127-001000, 128-000151, 128-000115; KY: 161; LA: F 713; ME: MC60018702; MD: 107-1498, 03322228; MA: 7066 C; MI: 3601205122,3602203841,5103229; MN: TS00502; MS 15007478, 15007925; MT: 162, 299FPC; NV: 0031668A, F189; NJ: P01008; NM: 58345, 08-0040; NY: Licensed by the NYS Department of State. NY: 12000261120; NC: 24466-SP-LV, 1285-CSA; OH: 53- 18-1493; OK: 621; OR: CCB116325, 34-428CLE; PA: PA 003926; RI: 9775; SC: BAC5097, FAC3162, BAC5097; TN: 641, 642, 697, 638; TX: Complaints can be filed in Texas with the Texas Commission on Private Security, 5805 Lamar Blvd., Austin, Texas 78752. TX: ACR-1637, B08690; UT: 330634-6501; VA: 11-2533; WA: PROTE0022K2, PROTEOA033BP, UBI601 354926; WY: #LV A 17. 2 of 5 Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 Customer Initials MASTER TERMS AND CONDITIONS 1. Master Terms and Conditions. Customer ("Customer" or "you"), as a commercial enterprise, may, now or in the future, have multiple physical business locations (herein a "Premises") for which you obtain from Protection One ("Protection One", "we" or "us") various Equipment and Services. It is the intention of the parties that all of your Premises be covered by these Master Terms and Conditions, as same may hereafter be amended from time to time. and that for each separate Customer Premise, a separate schedule of protection, which may contain updated master terms and conditions, will be completed and executed by the parties. These updated Master Terms and Conditions will govern over any inconsistent provisions contained in any previously agreed master terms and conditions, and over any other agreements, written or oral, between the parties pertaining to Customer premises. 2. Charges. In consideration of the Equipment and Services we provide hereunder, you promise to pay Protection One the Equipment Charges and Service Charges, any activation or other fees, plus applicable taxes ("Charges"), in accordance with the Payment Terms set forth above. OUR SERVICE CHARGES UNDER THIS CONTRACT ARE BASED ON YOUR AGREEMENT TO RECEIVE AND PAY FOR THE SERVICES FOR A FULL one (1) YEAR TERM. If you prepay the total amount due under this Contract prior to the end of the original term of this Contract there is no penalty or refund except as provided herein. Payment of the Equipment Charges is a precondition to the activation of your Equipment and any Services you have selected. We may impose a one-time late charge on each payment that is more than ten days past due, which shall be the lesser of $5.00 or the highest amount permitted by law. We may impose returned check charges of the greater of $25.00 or 5% of the amount of the returned check. You consent and authorize us to (i) report your payment performance under this Contract to credit reporting agencies; (ii) obtain and transmit your Taxpayer ID number to our affiliates and credit reporting agencies for purposes of verifying your credit history and rating, and (iii) tape record our telephone conversations with you and users of your Equipment and Services for verification and quality control purposes. 3. Increases in Charges. Intentionally Omitted. 4. Additional Charges. Additionally, you agree to pay, or reimburse us if we pay, all false alarm fines and assessments, and all taxes, fees or other charges of any local governmental authority that relate to your Equipment or our Services, other than taxes assessed on our net income. You further agree to pay (a) all telecommunications charges for area code, telephone numbering or other changes, (b) our then-current charge for reprogramming your Equipment to comply with any area code, telephone numbering or other changes, (c) any increases in our cost for facilities used for transmitting alarm signals under this Contract and (d) our charges resulting from services we may add to continue to provide the Services to you necessitated by police, fire or other emergency response policies of any governmental body, such as physical or visual alarm verification requirements. In addition, you shall be responsible for any modifications to your Equipment necessitated by changes in standards and regulations of governmental or regulatory authorities, including but not limited to the Federal Communications Commission ("FCC"), any state Fire Marshal, the National Fire Protection Association, Underwriters Laboratories, fire or police department. You agree to pay a service charge if we respond to a service call or alarm at your Premises which is due to you or your agents, employees or invitees failure to follow operating instructions or to properly lock or close a window, door or other protected point, or improper or unauthorized adjustment to any of your Equipment. Payment for such additional charges is due upon receipt of our invoice for such charges. 5. Installation and Sale. (a) Installation. The equipment indicated in this document or in your Schedule of Protection will be installed in the Premises. Installation of Equipment is subject to the following conditions: (1) We can access your Premises without interruption during our installer's normal working hours; (2) The installation may require drilling into various parts of your Premises; (3) You will provide 110 AC electrical outlets for power equipment in locations designated by the installer; (4) You will be responsible for lifting and replacing carpeting, if required, for installation of floor mats or wiring. There may be areas where the installer determines that it is impractical to conceal equipment wiring. In such areas, wiring will be exposed. You must within ten (10) days after installation is complete, inspect your System and notify us in writing of any problems. Otherwise you will be deemed conclusively to have accepted your System. If asbestos or other hazardous materials ("Hazardous Materials") are encountered during installation, installation work will cease until you, at your sole cost and expense, obtain clearance from a licensed hazardous material contractor that continuation of the work will not pose any danger to installation personnel. In no event shall we be liable for the discovery or removal of Hazardous Materials. Protection One shall not be responsible for securing the Premises during the period of installation. (b) Direct Sale. If you have elected to purchase your Equipment, except as set forth below, you will own the Equipment we install in your Premises (such Equipment is referred to collectively as the "System"), when you completely pay the purchase price described on the front page of this document or in a separate Schedule of Protection. Notwithstanding the foregoing, regardless of the sale type, ownership of (i) any communication device that makes use of radio, cellular or intemet communication paths (including without limitation, all equipment associated with AlarmNet~ shall be retained by Protection One or its owner, and (ii) certain intellectual property associated with your System and our Services, such as certain software, data and installer/programming codes, may not be transferred by Protection One and remain the property of their respective owners. (c) Third Party Financed Sale. If you have elected to finance the purchase of some or a portion of the Equipment with a third party lender or leasing company, title to the Equipment may be held by your lender/lessor as security for your loan/lease obligations. The terms of your agreement with the lender/lessor may require you to maintain insurance, make you responsible for various other costs and fees, and obligate you to pay the lender/lessor regardless of Protection One's performance hereunder. Protection One makes no recommendations on lending sources, is not responsible for your selection of a lending source or the terms of your agreement with the lender/lessor, and Protection One hereby disclaims all liability in connection with your arrangements with the lender/lessor. (d) Protection One Owned System. If we retain ownership of your Equipment. upon the termination of this Contract, you agree we may enter your Premises and remove our Equipment (including yard Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 signs and decals) and/or disable your Equipment. Should you fail or refuse to allow us access to your Premises, you also agree to: (i) pay us our reasonable charges for the Installed Equipment, and (ii) reimburse us for any costs (including reasonable attorneys' fees) we may incur in seeking to gain access to remove the Installed Equipment or to collect such charges. We have no obligation to repair or redecorate your Premises after any such removal. Our removal, disabling or abandonment of such equipment does not constitute a waiver of our right to collect any unpaid charges. (e) Conversion of ExistinQ System. If you currently have existing and compatible equipment, we may utilize such equipment. We may elect to repair or replace your nonfunctioning existing equipment to provide our Services and you agree to pay our current charges for replacement equipment and that any repairs needed to make the existing system operational will be performed on a time and material basis. We do not warrant equipment we do not install. (f) Risk of Loss. Protection One is not liable or responsible for any damage to our Equipment, or any loss of or casualty to the Equipment from any cause beyond our control. NO SUCH DAMAGE, CASUALTY OR LOSS WILL AFFECT YOUR RESPONSIBILITIES AND OBLIGATIONS UNDER THIS CONTRACT. You must keep the Equipment insured against all risks of loss in an amount equal to the replacement cost and, at our request, have us listed on the policy as "loss payee". If you do not give us satisfactory proof of the property insurance within 30 days after the commencement of this Contract, then, depending on the original cost of the Equipment, we may, at our option, either (i) obtain property insurance to cover our interests and charge you a fee for such coverage (including a monthly administration fee and a profit to us), or (ii) clharge you a monthly non-compliance fee up to $50 (which provides no insurance benefit). You can cancel the insurance coverage fee or non-compliance fee at any time by delivering to us the required proof of insurance 6. Term. The Initial Term of this contract shall be for one (1) years. The Initial Term will start on the date your alarm or other system is installed and operational, and when any necessary communications connection is completed. In the case of a system takeover or renewal of an existing agreement where no new equipment is installed, the Initial Term shall begin if any communications connection is necessary and completed or the date the new Agreement is signed, whichever occurs first. 7. Termination of Services; Default. (a) We may, at any time, terminate this Contract and the Services at our option without liability or notice to you if: (1) Our monitoring center, equipment or facilities, or the telephone network, are destroyed, damaged or malfunction so that it is impractical for us to continue the Services; (2) We cannot acquire or retain the transmission connections or authorization to transmit signals between your Premises and our Center or between our Center and Emergency Response Providers; (3) We determine that it is impractical to continue our Services due to the modification or alteration of your Premises after installation of your System; (4) Your System generates excessive false alarms due to circumstances beyond our control; (5) You or your personnel fail to follow our recommendations to repair or replace any defective parts of your System not covered under the Limited Warranty or Extended Service Plan, if applicable, or to follow operating instructions for or tamper with your System; or (6) For any reason in our discretion upon thirty (30) days prior notice to you. If we terminate for any of these reasons stated, we will refund any advance Service Charges for Services to be provided after the termination date, less any Equipment Charges still due, but we shall not be liable as a result of such termination.(b) In addition, you shall be in breach, and we may at our option, terminate this Contract, and exercise our remedies for the payment of all sums due us if: (1)You fail to pay any Charges or other monies due hereunder or under any other agreement you have with us, and such failure continues for ten (10) days after we provide written notice to you; (2) Any representation you have made herein or in any other agreement you have with us is determined to be materially untrue, (3) you breach any warranty contained herein or in any other agreement you have with us, or (4) you otherwise fail to comply with any non- monetary obligation or covenant contained herein or in any other agreement you have with us when same is due, and such failure continues for thirty (30) days after we provide written notice to you; (5) You deny us reasonable access to the Systems located in any of your Premises; or (6) You become a debtor in a bankruptcy or other insolvency proceeding. We may charge you interest at the highest legal rate on delinquent amounts. You agree to pay all reasonable costs, fees and expenses incurred by us in connection with the enforcement of this Contract, including collection expenses, court costs, and reasonable attorneys' fees. (c) Any default under this Contract shall also be a default under any other contract or agreement between you and us. 8. Representations and Warranties. You represent and warrant that you (a) requested the Equipment and Services specified in this Contract for use in a commercial purposes and not for personal, family or household purposes, or for or on behalf of a third party, (b) own the Premises or otherwise have the authority to authorize us to install such equipment in the Premises, and (c) will comply with all laws, codes, and regulations pertaining to your System or our Services. 9. We Are Not an Insurer. YOU AGREE THAT EXCEPT FOR THE LIMITED INDEMNITY PROVIDED IN PARAGRAPH 10(a) BELOW: (A) WE ARE NOT AN INSURER OF YOU, PERSONS WORKING OR OTHERWISE PRESENT AT YOUR PREMISES, OR OF YOUR PREMISES OR ITS CONTENTS; (B) IT IS YOUR RESPONSIBILITY TO OBTAIN ADEQUATE INSURANCE COVERING YOU, YOUR PREMISES AND ITS CONTENTS, YOUR EMPLOYEES, INVITEES AND OTHER AFFECTED PERSONS AND PROPERTY; (C) OUR SERVICE CHARGES ARE BASED ON THE DETERRENCE AND OTHER VALUE OF THE SERVICES WE PROVIDE AND OUR LIMITED LIABILITY UNDER THIS CONTRACT, AND NOT ON THE VALUE OF YOUR PREMISES OR ITS CONTENTS, OR THE LIKELIHOOD OR POTENTIAL EXTENT OR SEVERITY OF PERSONAL INJURY (INCLUDING DEATH)TO AFFECTED PERSONS; AND (D) THE SYSTEM AND SERVICES MAY NOT ALWAYS OPERATE AS INTENDED FOR' VARIOUS REASONS, INCLUDING OUR NEGLIGENCE OR OTHER FAULT. WE CANNOT PREDICT THE POTENTIAL AMOUNT, EXTENT, OR SEVERITY OF ANY DAMAGES OR INJURIES THAT MAY BE INCURRED WHICH COULD BE DUE TO THE FAILURE OF THE SYSTEM OR SERVICES TO WORK AS INTENDED. AS SUCH (I) YOU AGREE THAT THE LIMITS ON OUR LIABILITY, AND THE WAIVERS AND INDEMNITIES SET FORTH IN THIS CONTRACT ARE A FAIR ALLOCATION OF RISKS AND LIABILITIES BETWEEN YOU, US AND ANY AFFECTED THIRD PARTIES; (II) YOU WILL LOOK EXCLUSIVELY TO YOUR INSURER FOR FINANCIAL PROTECTION FROM SUCH RISKS AND LIABILITIES, AND (III) EXCEPT AS PROVIDED IN PARAGRAPH 10, YOU WAIVE ALL RIGHTS AND REMEDIES AGAINST US, INCLUDING SUBROGATION, THAT YOU, 3 of 5 Customer Initials ANY INSURER, OR OTHER THIRD PARTY MAY HAVE DUE TO ANY lOSSES OR INJURIES YOU OR OTHERS INCUR. 10. Indemnity; Limitation of Liability. (a) Indemnitv. We will hold you, your officers, directors, agents and employees harmless from any claim, demand, losses, damages, injuries, (including death),liabilities or other expenses ("Losses") to the extent and only to the extent that such Losses result solely and directly from the negligent acts or omissions of Protection One, its agents or employees, during and within the scope of employment of such persons only while present at the Premises; provided, however, that the terms of this paragraph 10(a) shall not apply, and we shall not in any event be liable for Losses arising out of, resulting from or in any way due or attributable to the condition, nonfunction, malfunction, faulty design, faulty installation, or failure in any respect of the System or Services to operate or perform as intended (herein, "Alarm Failure Events"), regardless of whether such Alarm Failure Events arise out of the negligent acts or omissions of Protection One, its agents or employees. Any liability of Protection One for Alarm Failure Events for Losses arising out of Alarm Failure Events is strictly limited pursuant to paragraph 10(b). (b) Liabilitv for Alarm Failure Events. Neither we nor any person or entity affiliated with us, shall be liable for any Losses arising directly or indirectly from an Alarm Failure Event. We do not provide architectural, engineering, or professional design services. If you desire or require such services, you must engage a licensed design professional to perform the design services and then provide us with any and all necessary plans, specifications, or shop drawings necessary for us to complete the installation of your System. We install Equipment according to local codes and ordinances (if applicable) and according to your particular needs or preferences. We are not liable under any circumstances for the adequacy of the performance or design or design criteria established by you, your design professional, or local code requirements. If, notwithstanding the provisions of this paragraph 10(b), we or any person or entity affiliated with us, are determined to be responsible for any Losses arising from Alarm Failure Events, your claims against us, shall be limited to the greater of (i) $1,000.00, (ii) six (6) times the monthly Service Charge, or (iii) the purchase price you paid for the Equipment, as liquidated damages and not as a penalty. This amount is your sole and exclusive remedy for an Alarm Failure Event, even if caused by Protection One's negligence or that of our affiliates or our respective employees or agents, breach of this Contract, strict liability, failure to comply with any applicable law, or other fault. At your request, we may in our sole discretion agree to assume additional liability by the attachment of an amendment to this Contract stating the extent of our additional liability and the additional cost to you. You agree that were we to have liability greater than that stated above, we would not provide the System or Services. (c) Damaaes. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INCIDENTAL, PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES. 11. Hold Harmless. Intentionally Omitted. 12. legal Actions. No claim or legal action any party may have arising out of this Contract, your System or our Services (whether based on contract, negligence or otherwise) may be brought more than one year after the date the cause of action for such claim accrued. 13. Customer Duties. You must (a) instruct all persons who use the System on its proper use; (b) test your System's protective devices and send test signals monthly to our Central Station; (c) turn off, control or remove all air conditioning systems, heaters and other items that interfere with alarm detection devices; (d) notify us immediately if a problem in your System occurs; (e) obtain and keep in effect all permits and licenses that may be required for the installation and operation of your System; (f) pay all usage fees imposed by any governmental authority in connection with your System; (g) provide us a complete Monitoring Information Schedule so we may call your designated contacts in the event we reasonably believe there is an emergency at your Premises; (h) provide us any other emergency information we may request; and (i) promptly update us in writing with any changes to your Monitoring Information Schedule. Your failure to perform under this paragraph is a material breach of this Contract. You agree that we may provide the information on the Monitoring Information Schedule to any governmental authority having jurisdiction over us or your System. lOCAL AUTHORITIES MAY NOT RESPOND TO ALARM NOTIFICATIONS UNTil ALL PERMITS AND LICENSES FOR USE OF THE SYSTEM HAVE BEEN OBTAINED, AND THEREFORE WE MAY NOT BEGIN MONITORING YOUR SYSTEM UNTIL YOU HAVE OBTAINED AT YOUR EXPENSE All NECESSARY PERMITS AND LICENSES, AND PROVIDED US WITH THE LICENSE OR PERMIT NUMBER. 14. Services. (a) Monitoring Services. If you have subscribed to Monitoring, Signal Receiving and Notification Services, we shall program the alarm system to communicate to our monitoring facility ("Central Station"). When the Central Station receives an alarm signal from your System (an "Alarm Event"), we will make reasonable efforts, consistent with local laws and our response policies, to contact the appropriate local emergency response provider ("Emergency Response Provider" or "ERP"), and the first person designated on your Monitoring Information Schedule. In the event a burglar alarm signal or fire signal registers at the Central Station, we may, in our sole discretion, endeavor to contact the Premises by telephone to verify that the Alarm Event is not a false alarm. Some local governments may place conditions or restrictions on their dispatch of ERPs in response to an Alarm Event, and such conditions or restrictions may require that additional measures be taken to verify the Alarm Event before dispatch. We do not guarantee that such additional measures will be successful or that Emergency Response Providers will be dispatched should an Alarm Event occur. In the event a supervisory signal or trouble signal registers at our Central Station, we shall endeavor to notify the Premises or the first available person designated on your Monitoring Information Schedule. We may, without notice to you, in response to governmental or insurance requirements, or otherwise in our sole discretion, alter, amend or discontinue any of our policies and procedures for alarm response. If your police or fire department now or in the future requires physical or visual verification of an emergency condition before responding to a request for assistance, you agree to subscribe to such service if provided by us, or otherwise comply with such requirements. We may charge an additional fee for such service. In addition, we are subject to various govemmental regulations and industry standards designed to reduce false alarms. These regulations and standards may result in practices and procedures that delay the notification of authorities Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 - of alarm activations, including, without limitation, programmed delays in your System's communication with our Central Station. In the event Alarm Verification Service is being furnished, it is mutually understood and agreed that equipment is being installed which, as to certain locations in the Premises, will require the activation of two sensing devices, or a second activation of a single alarm sensor, or a continuous alarm event from a single sensor, in order for an alarm signal to be transmitted. You assume full responsibility for the operation of any and all bypass or switch units provided for disconnecting or reconnecting the alarm sounding and/or transmitting equipment at the Premises. You represent and warrant to us that any vault to be protected by Protection One hereunder by sound or vibration detection systems has the minimum construction characteristics prescribed by the Underwriters' Laboratories, Inc. You agree to test any ultrasonic, microwave, capacitance or other electronic equipment designated on the Equipment page of this document or on your separate Schedule of Protection prior to setting the alarm System for closed periods, according to procedures established from time to time by Protection One, and to notify us promptly in the event that such equipment fails to respond to the test. (i) Telecommunications. Your System may include a communicator that sends signals to our Center via regular telephone service. The use of DSL, BPL, Digital Phone, Internet Protocol (IP) or Voice over Internet Protocol (VoIP), or changing your telephone service provider), signal transmission to our Center may be interrupted. If the system is configured by us to communicate over your broadband internet service (Cable, BPL. DSL, VolP or other), signal transmission may likewise be interrupted by irregularities in that service or by power outages. IMMEDIATELY AFTER THE INSTAllATION OF DSl, DIGITAL PHONE, VoIP. BPL, OR OTHER BROADBAND OR INTERNET SERVICE YOU MUST TEST THE SYSTEM'S SIGNAL TRANSMISSION WITH THE CENTER. You authorize us, on your behalf, to request services, orders or equipment from a telephone company or other company providing signal transmission or reception services or facilities under this Contract. Such telecommunication services may include Derived Local Channel service. Such service may be provided under the telecommunication provider's service marks or service names. These services include providing lines, signal paths, scanning, transmission and/or reception. You agree that the telecommunication provider's liability is limited to the same extent our liability is limited pursuant to the terms of your Contract with us. (ii) Digital Communicator. If connection to our Central Station is to be by Digital Communicator, you agree to provide a connection via a registered telephone jack to a telephone channel required for the our Equipment. Such connection shall have priority over any other telephone or Customer equipment, and shall be within 10 feet of the alarm System control panel. At your request, and at your sole cost and expense, we will provide such connection. If a digital communicator is installed under this Contract, it uses standard telephone lines as the transmission mode of sending signals and eliminates the need for dedicated telephone facilities and the large cost increases frequently imposed on such facilities. You also acknowledge that our Central Station cannot receive signals should your transmission mode become non-operational for any reason, and that signals from the digital communicator cannot be received if the transmission mode is cut, interfered with or otherwise damaged. (iii) Radio Interface. If connection to the our Central Station is to be by radio frequency, such as cellular or private radio, there may be times when your System will be unable to acquire, transmit, or maintain an alarm signal, and that radio frequency transmissions may be impaired or interrupted by a variety of conditions and circumstances beyond our control, including storms and power failures. Accordingly, the utilization of an additional means of communications is recommended. Also, changes in rules, regulations and policies of the FCC and other governmental bodies may necessitate discontinuation or modification of some or all of these Services. Should your cellular or radio transmitter malfunction, it could interfere with the proper operation of the entire network communicating with our Central Station and other communications transmissions. FCC regulations require that we or our contractors or designees have immediate access to your transmitter in the event of a malfunction or emergency. You agree to permit access to such persons in such an event. Should you refuse to provide such access, we may apply for an ex parte court order permitting access to either repair or remove the transmitter, or take such other steps as are appropriate under the circumstances. You agree to pay all reasonable expenses, including attorneys' fees incurred in connection with such proceedings. (iv) SecureTouch~. In order to provide you SecureTouch~ Services, we will utilize e-mail addresses provided by you and will transmit to those addresses notification of selected events as received from your System at our Central Station. We are not responsible for any software or hardware purchases necessary to assure compatibility with our Center. There may be times when we and/or the recipient are unable to send or receive e-mail, and that e-mail transmissions may be impaired or interrupted by conditions or circumstances beyond our control, including telecommunications failures, intemet failures, computer viruses or problems with intemet service providers. We are not responsible for adjustments or repairs to the recipient's e-mail or internet service. (b) CCTV: If the equipment page of this document or a separate Schedule of Protection so indicates, we have installed closed circuit Equipment in your Premises. You will be responsible for providing adequate illumination under all operational conditions for the proper operation of the closed circuit television camera and will provide the 110 AC power supply where required as well as shelf or desk space for monitors. (c) CO Detection: If the equipment page of this document or a separate Schedule of Protection so indicates, your premises will be monitored for carbon monoxide. We are not responsible for any damages resulting from any actions or inactions of emergency response personnel in connection with their response to carbon monoxide detection in your Premises. (d) Direct Connect Services: If the equipment page of this document or a separate Schedule of Protection so indicates, we have installed a direct connection to the law enforcement, fire department or other agency shown on your Monitoring Information Schedule. Alarm signals transmitted will be monitored by police and/or fire departments or o(her ERP's or their agents. You understand and acknowledge that such agencies are not the agents of Protection One. Protection One hereby disclaims any responsibility for the manner in which such signals are monitored, or the response, or lack thereof, to such signals by the persons monitoring your System. 4 of 5 Customer Initials (e) Inspections. We will provide the number of inspections of your System only as specified on the front page of this document or in a separate Schedule of Protection to this Contract during our normal working hours, and subject to the conditions and exclusions set forth in paragraph 15 below. 15. Limited Warranty. Subject to the limitations and exclusions set forth below, during the first ninety (gO) days after installation, we will at our cost, repair or, at our option, replace, any defective part of the equipment we install, including wiring (but not including disposable items such as batteries, and not including repairs needed to window foil, security screens, or exterior mounted devices), and will make any needed mechanical adjustments. We will use new or reconditioned parts for replacements. Our obligations under this paragraph are for your benefit only, and may not be enforced by any other person. The laws of your state may give you additional rights than those described herein. If you have subscribed to our Extended Service Plan, in lieu of our 90 day repair obligation, we will at our cost repair the equipment we install for the duration of the term of this Contract, subject to the limitations and exclusions set forth below. Your participation in the Extended Service Plan will automatically renew for successive thirty (30) day tenns at our then current Extended Service Plan rates unless tenninated by either party's written notice given at least thirty (30) days before the end of the then-current term. If you purchase the Extended Limited Warranty after the initial installation, your System must be in good working condition at the time of the Extended Service Plan purchase. To purchase our Extended Service Plan, call1-800-GET-HELP. Limitations on our Warranty and Service Obligations. We perform repair services only during our normal working hours which are 8:00 a.m. to 5:00 p.m. Monday through Friday, except holidays. IF YOU REQUEST US TO PERFORM REPAIR SERVICES OUTSIDE OUR NORMAL WORKING HOURS, WE MAY REQUIRE YOU TO PAY FOR OUR SERVICES AT OUR CURRENT RATES FOR LABOR AND PARTS. Neither the limited warranty nor our obligations under the Extended Service Plan shall apply to disposable items such as batteries, or to window foil, security screens, or exterior mounted devices, or if we determine that any of the following conditions caused the need for service: (A) Damage resulting from stonns, natural disasters, accidents, acts of God, strikes, riots, floods, terrorism or any causes beyond Protection One's control; (S) Your failure to properly close or secure a door, window or other point protected by an alann device, or to properly follow operating instructions; (e) Telephone line malfunctions or modifications to your telephone service that render it incompatible with your System; (D) Your failure to provide ordinary maintenance and wear and tear to your System or its components (repairs to due (0 ordinary wear and tear are not excluded under our Extended Service Plan), or you pennit anyone other than our authorized representative to perfonn service on your System; (E) Physical alterations to your Premises or to your System made at your request, or made necessary by damage to your Premises or your System; or (F) any of the reasons described in paragraph 4 above. Our warranty applies only to our Installed Equipment. You must furnish the necessary electrical power through your meter at your expense to obtain warranty services. Charges for non-covered repairs will be at our current labor and material rates, including minimum visit charge. OTHER THAN THE LIMITED WARRANTY OR YOUR PARTICIPATION IN THE EXTENDED SERVICE PLAN, WE MAKE NO GUARANTY OR WARRANTY OF ANY KIND, WITH RESPECT TO THE SERVICES WE PERFORM OR THE SYSTEMS WE PROVIDE UNDER THIS CONTRACT, INCLUDING ANY IMPLIED WARRANTY OR MERCHANTABILITY, SUITABILITY, CONDITION, OR FITNESS FOR A PARTICULAR PURPOSE. WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. 16. Delays: We shall have no liability for delays in installation of the equipment or for the consequences thereof, however caused, or for interruptions of service or for the consequences thereof due to strikes, riots, floods, acts of God, terrorism or any causes beyond the control of Protection One, and Protection One will not be required to provide service or substitute services to you while interruption of service due to any such cause shall continue. 17. Assignment: You may not assign this Contract without the prior written consent of Protection One, and any purported assignment of this Contract shall be void. We may assign this agreement or subcontract any or all of our obligations under this Contract without your consent and without notice to you. This Contract, and particularly paragraphs g and 10, shall apply to the work and services our assignees or subcontractors provide, and shall apply to them and protect our assignees and subcontractors in the same manner it applies to and protects us. 18. Severability: If any of the provisions of this Contract shall be detennined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 19. Arbitration of Disputes. In the event any claim or dispute, regardless of its basis, arises between you and us, or between you and the Protected Parties, including any claim or dispute relating to this Contract, any of your Premises, any other contract you have or had with us, your System(s), our Services, or the Charges due hereunder or under any other contract (collectively, your "Account"), or the scope of this arbitration provision, you or we may elect to resolve the claim or dispute by binding arbitration. Neither you nor we shall be entitled to join or consolidate claims in arbitration, or arbitrate any claims as representative or member of a class or in a private attorney general capacity. The filing of a lawsuit by any party shall not constitute a waiver of any rights under this arbitration provision. The arbitration shall be conducted by the American Arbitration Association in accordance with their procedures in effect when the claim is filed. This paragraph and any arbitrations conducted hereunder shall be governed by the Federal Arbitration Act (FAA). Any arbitration hearing will take place in Dallas, Texas. The arbitrator shall follow applicable substantive law to the extent consistent with the FAA, and applicable statutes of limitations, and shall honor claims of privilege recognized at law. The arbitrator's decision will be final and binding, except for any appeal rights under the FAA, and except that if the amount in controversy exceeds $100,000.00, any party may appeal the award within 30 days to a three -arbitrator panel which shall review the award de novo. The prevailing party shall be entitled to reimbursement of all its costs and expenses, including reasonable attorneys' fees. Judgment upon any arbitral award may be enforced in any court having jurisdiction. 20. Entire Contract; Survival. This Contract is the entire agreement between you and us, and supersedes all previous contracts between you and us regarding alarm or similar services. You agree that we are not bound by any representation, promise, condition, inducement or warranty, express or implied, not included in this Contract. The tenns and conditions of this Contract shall govem over the provisions of any other document, including but not limited to your purchase orders, with inconsistent tenns. The provisions of paragraphs g, 10, 11, 12 and 19 shall survive the tennination of this Contract and your Account, as well as voluntary payment in full by you, any legal proceedings by us to collect a debt owed by you, any bankruptcy by you, or any sale by us of your Account. SPECIAL PROVISIONS: Termination. Notwithstanding any provision to the contrary, the City may terminate this Contract without cause by giving thirty (30) days written notice to Protection One. In such event, Protection One shall be paid for goods/services provided to and acce ted b the Cit rior to effective date of termination. ATTENTION IS DIRECTED TO THE WARRANTY, LIMITATION OF LIABILITY AND OTHER TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. This Agreement is not binding upon Protection One unless either signed by an authorized manager of Protection One or we begin the installation of equipment or provision of services. You acknowledge that you may not receive a copy of this Contract approved by Protection One's General Manage~u lack of receill hall not, in any way, invalidate or otherwise affect this Contract. By 'Ign! 9 b.low, [.dg~ moelvlng equipment page in,'uding ~;~~nal "_ms & condition" Protection One Sales Representative Signature Printed Name: LAZARO M. MARTINEZ Employee ID#: 83685 Employee License or Registration# (if applicable): N/ A Date: c;;,//ahC? Date: Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 p~nager Signature Date: ~a I 5 of 5 Customer Initials c- Protection One@ Commercial Schedule of Protection, Proposal and Sales Agreement Customer #: Branch #: 11530 CS#: Site#: I Job#: Tax ID#: Customer E-Mail Address: Customer Name: Today's Date (mm/dd/vyvv): June 10, 2010 Business Name: CITY OF SUNNY ISLE-PELICAN COMMUNITY P ARK- ACCESS Main On Site ContactVICTOR MERCEDES Phone: (786) 351-5661 Location Name or Number: PELICAN COMMUNITY PARK Phone: (305) 947-0606 Site Address: 18115 N. BA Y ROAD City: State: FL Zip: 33160 SUNNY ISLE BEACH Billing Address (if different from above): City: State: Zip: ANY AND ALL SERVICES PROVIDED BELOW ARE DEFINED IN AND SUBJECT TO THE MASTER TERMS AND CONDITIONS 1. TRANSACTION TYPE o Direct Sale o Protection One Owned Equipment o Third Party Financed Sale 181 Conversion of Existing System Equipment to become property of (See Paragraph 5 of Master Customer upon full payment of Extended Service Plan included in rate: 0 Yes 0 No sales price. Terms and Conditions) SPECIAL PROVISIONS APPLICABLE TO CALIFORNIA CUSTOMERS ONLY: 1. Approximate Installation Stating Date: . Approximate Installation Completion Date: 2. Starting Installation of wiring and/or delivery of equipment to your Premises will constitute substantial commencement of the work to be performed. 3. Upon completion of the installation, we will thoroughly instruct you in the proper use of your system. 2. WARRANTY AND SERVICE Warranty 0 Standard ~ One Year Extended Service (customer owned system) ~ Yes 0 No 3. SERVICES AND EQUIPMENT o Fire o Industrial Process/Critical Condition o Panic (Audible) 0 Alarm Systems o Burglary o Holdup (Silent, Commercial) o Other: o Duress o CO Detection ~ Access Control Systems o Signaling o Administration o Other: 0 CCTV Systems o Signaling o Administration o Other: 0 Other Systems Describe: 4. SIGNALING OPTIONS o Conventional Telephone D Primary D Backup o AlarmNet@ D GSM D I D M D A D Primary D Backup o Other Signaling via D Primary D Backup 5. REPORTING AND SUPERVISION OPTIONS o Open/Close Logging o Unsupervised o Supervised o Reporting o All Open/Close 0 Weekly o Monthly o All Activity 0 Weekly 0 Monthly * 0 Protection One Online o Essential Access (viewing only) o Enhanced Access (viewing and reporting) * 0 SecureTouch@ o Other . E-mail address provided at top of agreement will be used for these services 6. INSPECTIONS System Type to be Inspected 0 Fire System o Non-Fire System Inspection Frequency 0 Monthly OBi-Monthly o Quarterly o Semi-Annual o Annual 7. CHARGES Total Equipment and Installation Charge: $0.00 Customer promises to pay the Total Equipment and Installation Charge shown above, plus applicable taxes. Simultaneously with the execution of this Agreement, Customer shall pay $0.00 of these charges (plus applicable taxes), with a remaining balance of $0.00 (plus any remaining applicable taxes) to be paid upon completion of the installation and as a precondition of activation of the system and, if applicable, connection to the Monitoring Center or direct connection service. In addition to the equipment and installation charges shown above, Customer agrees to pay $170.00 per month plus applicable taxes to be paid D annually D quarterly [gI monthly in advance for a period of one (1 ) years effective from the date service is operative under this agreement. Customer has made an advance Davment in the amount of $0.00 at the time of sale. 8. PAYMENT PAID DUE AT INSTALL D Check Check #: Payment Covers: 0 All 0 Equipment & Installation 0 Services 0 Signaling 0 Reporting 0 Extended Service Plan 0 Insoections $100 rom D Purchase Order Purchase Order #: Payment Covers: 0 All 0 Equipment & Installation 0 Services 0 Signaling 0 Reporting 0 Extended Service Plan 0 Insoections rom rom D Credit Card D MasterCard DVisa D AmEx D Discover Name on Credit Card: Card No.: Authorization: Expiration Date: Payment Covers: 0 All 0 Equipment & Installation 0 Services 0 Signaling 0 Reporting 0 Extended Service Plan 0 Inspections ro.oo $).00 1 of 6 Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 Customer Initials 1 c- Pl1Ifection Dne@ Commercial Schedule of Protection, Proposal and Sales Agreement Premises Equipment Business Name: City of Sunny Isle- Site No: I Date: 06/10/2010 Pelican Community Park-Access DBA: Customer No.: System Design Workbook Equipment Page attached in lieu of individual listing of equipment on this page. (Material Codes and Equipment Location are required to be completed below.) Quantity Description Location/Comments Zone 1. Take over Existing Equipment: 2. Kantec KT-300 Door Boards 3. Proximity Card Readers 4. Proximity Cards Used Are XSF26 Bit Wiegand 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 20f6 Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 Customer Initials PROTECTION ONE ALARM MONITORING, INC., Licensing Information. AL Electronic Security Board of Licensure, 7956 Vaughn Road, Suite 392, Montgomery, AL 36116, Telephone 334-264-9388. AL: 643, 533, 744, 101B; AZ: ROC190246 (K-67); AR: Arkansas Board of Private Investigators and Private Security Agencies, 1 State Police Plaza Drive, Little Rock, AR 72209,501- 61B-8600, AR: E97-122; CA: Alarm company operators are licensed and regulated by the Bureau of Security and Investigative Services, Department of Consumer Affairs, Sacramento, California 95814. CONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED BY THE CONTRACTORS' STATE LICENSE BOARD WHICH HAS JURISDICTION TO INVESTIGATE COMPLAINTS AGAINST CONTRACTORS IF A COMPLAINT REGARDING A PATENT ACT OR OMISSION IS FILED WITHIN FOUR YEARS OF THE DATE OF THE ALLEGED VIOLATION. ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO THE REGISTRAR, CONTRACTORS STATE LICENSE BOARD, P.O. BOX 260000, SACRAMENTO, CALIFORNIA 95826, CA: ACO 3717, 626615; CT: 185782; DE: 1998200138,97-54, CSRSL-0029; FL: EF20000524; GA: LVA205837; IA: AI-0310, AC-0082; 10: SC21391; IL: 127-001000, 128-000151, 128-000115; KY: 161; LA: F 713; ME: MC60018702; MD: 107-1498, 03322228; MA: 7066 C; MI: 3601205122,3602203841,5103229; MN: TS00502; MS 15007478,15007925; MT: 162, 299FPC; NV: 0031668A, F189; NJ: P01008; NM: 58345, 08-0040; NY: Licensed by the NYS Department of State. NY: 12000261120; NC: 24466-SP-LV, 1285-CSA; OH: 53- 18-1493; OK: 621; OR: CCB116325, 34-428CLE; PA: PA 003926; RI: 9775; SC: BAC5097, FAC3162, BAC5097; TN: 641, 642, 697, 638; TX: Complaints can be filed in Texas with the Texas Commission on Private Security, 5805 Lamar Blvd., Austin, Texas 78752. TX: ACR-1637, B08690; UT: 330634-6501 ; VA: 11-2533; WA: PROTE0022K2, PROTEOA033BP, UBI 601 354926; WY: #LV A 17. . MASTER TERMS AND CONDITIONS 1. Master Terms and Conditions. Customer ("Customer" or "you"), as a commercial enterprise, may, now or in the future, have multiple physical business locations (herein a "Premises") for which you obtain from Protection One ("Protection One", "we" or "us") various Equipment and Services. It is the intention of the parties that all of your Premises be covered by these Master Terms and Conditions, as same may hereafter be amended from time to time, and that for each separate Customer Premise, a separate schedule of protection, which may contain updated master terms and conditions, will be completed and executed by the parties. These updated Master Terms and Conditions will govem over any inconsistent provisions contained in any previously agreed master terms and conditions, and over any other agreements, written or oral, between the parties pertaining to Customer premises. 2. Charges. In consideration of the Equipment and Services we provide hereunder, you promise to pay Protection One the Equipment Charges and Service Charges, any activation or other fees, plus applicable taxes ("Charges"), in accordance with the Payment Tenns set forth above. OUR SERVICE CHARGES UNDER THIS CONTRACT ARE BASED ON YOUR AGREEMENT TO RECEIVE AND PAY FOR THE SERVICES FOR A FULL one (1) YEAR TERM. If you prepay the total amount due under this Contract prior to the end of the original term of this Contract there is no penalty or refund except as provided herein. Payment of the Equipment Charges is a precondition to the activation of your Equipment and any Services you have selected. We may impose a one-time late charge on each payment that is more than ten days past due, which shall be the lesser of $5.00 or the highest amount permitted by law. We may impose returned check charges of the greater of $25.00 or 5% of the amount of the returned check. You consent and authorize us to (i) report your payment performance under this Contract to credit reporting agencies; (ii) obtain and transmit your Taxpayer ID number to our affiliates and credit reporting agencies for purposes of verifying your credit history and rating, and (iii) tape record our telephone conversations with you and users of your Equipment and Services for verification and quality control purposes. 3. Increases in Charges. Intentionally Omitted. 4. Additional Charges. Additionally, you agree to pay, or reimburse us if we pay, all false alarm fines and assessments, and all taxes, fees or other charges of any local governmental authority that relate to your Equipment or our Services, other than taxes assessed on our net income. You further agree to pay (a) all telecommunications charges for area code, telephone numbering or other changes, (b) our then-current charge for reprogramming your Equipment to comply with any area code, telephone numbering or other changes, (c) any increases in our cost for facilities used for transmitting alarm signals under this Contract and (d) our charges resulting from services we may add to continue to provide the Services to you necessitated by police, fire or other emergency response policies of any governmental body, such as physical or visual alann verification requirements. In addition, you shall be responsible for any modifications to your Equipment necessitated by changes in standards and regulations of governmental or regulatory authorities, including but not limited to the Federal Communications Commission ("FCC"), any state Fire Marshal, the National Fire Protection Association, Underwriters Laboratories, fire or police department. You agree to pay a service charge if we respond to a service call or alarm at your Premises which is due to you or your agents, employees or invitees failure to follow operating instructions or to properly lock or close a window, door or other protected point, or improper or unauthorized adjustment to any of your Equipment. Payment for such additional charges is due upon receipt of our invoice for such charges. 5. Installation and Sale. (a) Installation. The equipment indicated in this document or in your Schedule of Protection will be installed in the Premises. Installation of Equipment is subject to the following conditions: (1) We can access your Premises without interruption during our installer's normal working hours; (2) The installation may require drilling into various parts of your Premises; (3) You will provide 110 AC electrical outlets for power equipment in locations designated by the installer; (4) You will be responsible for lifting and replacing carpeting, if required, for installation of floor mats or wiring. There may be areas where the installer determines that it is impractical to conceal equipment wiring. In such areas, wiring will be exposed. You must within ten (10) days after installation is complete, inspect your System and notify us in writing of any problems. Otherwise you will be deemed conclusively to have accepted your System. If asbestos or other hazardous materials ("Hazardous Materials") are encountered during installation, installation work will cease until you, at your sole cost and expense, obtain clearance from a licensed hazardous material contractor that continuation of the work will not pose any danger to installation personnel. In no event shall we be liable for the discovery or removal of Hazardous Materials. Protection One shall not be responsible for securing the Premises during the period of installation. (b) DIrect Sale. If you have elected to purchase your Equipment, except as set forth below, you will own the Equipment we install in your Premises (such Equipment is referred to collectively as the "System"), when you completely pay the purchase price described on the front page of this document or in a separate Schedule of Protection. Notwithstanding the foregoing, regardless of the sale type, ownership of (i) any communication device that makes use of radio, cellular or intemet communication paths (including without limitation, all equipment Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 associated with AlarmNet~ shall be retained by Protection One or its owner, and (iI) certain intellectual property associated with your System and our Services, such as certain software, data and installer/programming codes, may not be transferred by Protection One and remain the property of their respective owners. (c) Third Party Financed Sale. If you have elected to finance the purchase of some or a portion of the Equipment with a third party lender or leasing company, title to the Equipment may be held by your lender/lessor as security for your loanllease obligations. The terms of your agreement with the lenderllessor may require you to maintain insurance, make you responsible for various other costs and fees, and obligate you to pay the lenderllessor regardless of Protection One's performance hereunder. Protection One makes no recommendations on lending sources, is not responsible for your selection of a lending source or the terms of your agreement with the lenderllessor, and Protection One hereby disclaims all liability in connection with your arrangements with the lender/lessor. (d) Protection One Owned Svstem. If we retain ownership of your Equipment, upon the termination of this Contract, you agree we may enter your Premises and remove our Equipment (including yard signs and decals) and/or disable your Equipment. Should you fail or refuse to allow us access to your Premises, you also agree to: (i) pay us our reasonable charges for the Installed Equipment, and (ii) reimburse us for any costs (including reasonable attorneys' fees) we may incur in seeking to gain access to remove the Installed Equipment or to collect such charges. We have no obligation to repair or redecorate your Premises after any such removal. Our removal, disabling or abandonment of such equipment does not constitute a waiver of our right to collect any unpaid charges. (e) Conversion of ExistlnQ Svstem. If you currently have existing and compatible equipment, we may utilize suclh equipment. We may elect to repair or replace your nonfunctioning existing equipment to provide our Services and you agree to pay our current charges for replacement equipment and that any repairs needed to make the existing system operational will be performed on a time and material basis. We do not warrant equipment we do not install. (f) Risk of Loss. Protection One is not liable or responsible for any damage to our Equipment, or any loss of or casualty to the Equipment from any cause beyond our control. NO SUCH DAMAGE, CASUALTY OR LOSS WILL AFFECT YOUR RESPONSIBILITIES AND OBLIGATIONS UNDER THIS CONTRACT. You must keep the Equipment insured against all risks of loss in an amount equal to the replacement cost and, at our request, have us listed on the policy as "loss payee". If you do not give us satisfactory proof of the property insurance within 30 days after the commencement of this Contract, then, depending on the original cost of the Equipment, we may, at our option, either (i) obtain property insurance to cover our interests and charge you a fee for such coverage (including a monthly administration fee and a profit to us), or (ii) charge you a monthly non- compliance fee up to $50 (which provides no insurance benefit). You can cancel the insurance coverage fee or non-compliance fee at any time by delivering to us the required proof of insurance 6. Term. The Initial Term of this contract shall be for one (1) years. The Initial Term will start on the date your alarm or other system is installed and operational, and when any necessary communications connection is completed. In the case of a system takeover or renewal of an existing agreement where no new equipment is installed, the Initial Tenn shall begin if any communications connection is necessary and completed or the date the new Agreement is signed, whichever occurs first. 7. Termination of Services; Default. (a) We may, at any time, terminate this Contract and the Services at our option without liability or notice to you if: (1) Our monitoring center, equipment or facilities, or the telephone network, are destroyed, damaged or malfunction so that it is impractical for us to continue the Services; (2) We cannot acquire or retain the transmission connections or authorization to transmit signals between your Premises and our Center or between our Center and Emergency Response Providers; (3) We determine that it is impractical to continue our Services due to the modification or alteration of your Premises after installation of your System; (4) Your System generates excessive false alarms due to circumstances beyond our control; (5) You or your personnel fail to follow our recommendations to repair or replace any defective parts of your System not covered under the Limited Warranty or Extended Service Plan, if applicable, or to follow operating instructions for or tamper with your System; or (6) For any reason in our discretion upon thirty (30) days prior notice to you. If we terminate for any of these reasons stated, we will refund any advance Service Charges for Services to be provided after the termination date, less any Equipment Charges still due, but we shall not be liable as a result of such termination.(b) In addition, you shall be in breach, and we may at our option, tenninate this Contract, and exercise our remedies for the payment of all sums due us if: (1 )You fail to pay any Charges or other monies due hereunder or under any other agreement you have with us, and such failure continues for ten (10) days after we provide written notice to you; (2) Any representation you have made herein or in any other agreement you have with us is determined to be materially untrue, (3) you breach any warranty contained herein or in any other agreement you have with us, or (4) you otherwise fail to comply with any non- monetary obligation or covenant contained herein or in any other agreement you have with us when same is due, and such failure continues for thirty (30) days after we provide written notice to you; (5) You deny us reasonable access to the Systems located in any of your Premises; or (6) You become a debtor in a bankruptcy or other insolvency proceeding. We may charge you interest at the highest legal rate on delinquent amounts. You agree to pay all reasonable costs, fees and expenses incurred by us in connection with the enforcement of this Contract, including collection expenses, court costs, and reasonable attorneys' 30f6 Customer Initials lll!I fees. (c) Any default under this Contract shall also be a default under any other contract or agreement between you and us. 8. Representations and Warranties. You represent and warrant that you (a) requested the Equipment and Services specified in this Contract for use in a commercial purposes and not for personal, family or household purposes, or for or on behalf of a third party, (b) own the Premises or otherwise have the authority to authorize us to install such equipment in the Premises, and (c) will comply with all laws, codes, and regulations pertaining to your System or our Services. 9. We Are Not an Insurer. YOU AGREE THAT EXCEPT FOR THE LIMITED INDEMNITY PROVIDED IN PARAGRAPH 10(a) BELOW: (A) WE ARE NOT AN INSURER OF YOU, PERSONS WORKING OR OTHERWISE PRESENT AT YOUR PREMISES, OR OF YOUR PREMISES OR ITS CONTENTS; (B) IT IS YOUR RESPONSIBILITY TO OBTAIN ADEQUATE INSURANCE COVERING YOU, YOUR PREMISES AND ITS CONTENTS, YOUR EMPLOYEES, INVITEES AND OTHER AFFECTED PERSONS AND PROPERTY; (C) OUR SERVICE CHARGES ARE BASED ON THE DETERRENCE AND OTHER VALUE OF THE SERVICES WE PROVIDE AND OUR LIMITED LIABILITY UNDER THIS CONTRACT, AND NOT ON THE VALUE OF YOUR PREMISES OR ITS CONTENTS, OR THE LIKELIHOOD OR POTENTIAL EXTENT OR SEVERITY OF PERSONAL INJURY (INCLUDING DEATH)TO AFFECTED PERSONS; AND (D) THE SYSTEM AND SERVICES MAY NOT ALWAYS OPERATE AS INTENDED FOR VARIOUS REASONS, INCLUDING OUR NEGLIGENCE OR OTHER FAULT. WE CANNOT PREDICT THE POTENTIAL AMOUNT, EXTENT, OR SEVERITY OF ANY DAMAGES OR INJURIES THAT MAY BE INCURRED WHICH COULD BE DUE TO THE FAILURE OF THE SYSTEM OR SERVICES TO WORK AS INTENDED. AS SUCH (I) YOU AGREE THAT THE LIMITS ON OUR LIABILITY, AND THE WAIVERS AND INDEMNITIES SET FORTH IN THIS CONTRACT ARE A FAIR ALLOCATION OF RISKS AND LIABILITIES BETWEEN YOU, US AND ANY AFFECTED THIRD PARTIES; (II) YOU WILL LOOK EXCLUSIVELY TO YOUR INSURER FOR FINANCIAL PROTECTION FROM SUCH RISKS AND LIABILITIES, AND (III) EXCEPT AS PROVIDED IN PARAGRAPH 10, YOU WAIVE ALL RIGHTS AND REMEDIES AGAINST US, INCLUDING SUBROGATION, THAT YOU, ANY INSURER, OR OTHER THIRD PARTY MAY HAVE DUE TO ANY LOSSES OR INJURIES YOU OR OTHERS INCUR. 10. Indemnity; Limitation of Liability. (a) Indemnitv. We will hold you, your officers, directors, agents and employees harmless from any claim, demand, losses, damages, injuries, (including death),liabilities or other expenses ("Losses") to the extent and only to the extent that such Losses result solely and directly from the negligent acts or omissions of Protection One, its agents or employees, during and within the scope of employment of such persons only while present at the Premises; provided, however, that the terms of this paragraph 10(a) shall not apply, and we shall not in any event be liable for Losses arising out of, resulting from or in any way due or attributable to the condition, nonfunction, malfunction, faulty design, faulty installation, or failure in any respect of the System or Services to operate or perform as intended (herein, "Alarm Failure Events"), regardless of whether such Alarm Failure Events arise out of the negligent acts or omissions of Protection One, its agents or employees. Any liability of Protection One for Alarm Failure Events for Losses arising out of Alarm Failure Events is strictly limited pursuant to paragraph 10(b). (b) Liabilitv for Alarm Failure Events. Neither we nor any person or entity affiliated with us, shall be liable for any Losses arising directly or indirectly from an Alarm Failure Event. We do not provide architectural, engineering, or professional design services. If you desire or require such services, you must engage a licensed design professional to perform the design services and then provide us with any and all necessary plans, specifications, or shop drawings necessary for us to complete the installation of your System. We install Equipment according to local codes and ordinances (if applicable) and according to your particular needs or preferences. We are not liable under any circumstances for the adequacy of the performance or design or design criteria established by you, your design professional, or local code requirements. If, notwithstanding the provisions of this paragraph 10(b), we or any person or entity affiliated with us, are determined to be responsible for any Losses arising from Alarm Failure Events, your claims against us, shall be limited to the greater of (i) $1,000.00, (ii) six (6) times the monthly Service Charge, or (iii) the purchase price you paid for the Equipment, as liquidated damages and not as a penalty. This amount is your sole and exclusive remedy for an Alarm Failure Event, even if caused by Protection One's negligence or that of our affiliates or our respective employees or agents, breach of this Contract, strict liability, failure to comply with any applicable law, or other fault. At your request, we may in our sole discretion agree to assume additional liability by the attachment of an amendment to this Contract stating the extent of our additional liability and the additional cost to you. You agree that were we to have liability greater than that stated above, we would not provide the System or Services. (c) Damaqes. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INCIDENTAL, PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES. 11. Hold Harmless. Intentionally Omitted. 12. Legal Actions. No claim or legal action any party may have arising out of this Contract, your System or our Services (whether based on contract, negligence or otherwise) may be brought more than one year after the date the cause of action for such claim accrued. 13. Customer Duties. You must (a) instruct all persons who use the System on its proper use; (b) test your System's protective devices and send test signals monthly to our Central Station; (c) turn off, control or remove all air conditioning systems, heaters and other items that interfere with alarm detection devices; (d) notify us immediately if a problem in your System occurs; (e) obtain and keep in effect all permits and licenses that may be required for the installation and operation of your System; (f) pay all usage fees imposed by any governmental authority in connection with your System; (g) provide us a complete Monitoring Information Schedule so we may call your designated contacts in the event we reasonably believe there is an emergency at your Premises; (h) provide us any other emergency information we may request; and (i) promptly update us in writing with any changes to your Monitoring Information Schedule. Your failure to perform under this paragraph is a material breach of this Contract. You agree that we may provide the information on the Monitoring Information Schedule to any governmental authority having jurisdiction over us or your System. LOCAL AUTHORITIES MAY NOT RESPOND TO ALARM NOTIFICATIONS UNTIL ALL PERMITS AND LICENSES FOR USE OF THE SYSTEM HAVE BEEN OBTAINED, AND 40f6 Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 THEREFORE WE MAY NOT BEGIN MONITORING YOUR SYSTEM UNTIL YOU HAVE OBTAINED AT YOUR EXPENSE ALL NECESSARY PERMITS AND LICENSES, AND PROVIDED US WITH THE LICENSE OR PERMIT NUMBER. 14. Services. (a) Monitoring Services. If you have subscribed to Monitoring, Signal Receiving and Notification Services, we shall program the alarm system to communicate to our monitoring facility ("Central Station"). When the Central Station receives an alarm signal from your System (an "Alann Event"), we will make reasonable efforts, consistent with local laws and our response policies, to contact the appropriate local emergency response provider ("Emergency Response Provider" or "ERP"), and the first person designated on your Monitoring Information Schedule. In the event a burglar alarm signal or fire signal registers at the Central Station, we may, in our sole discretion, endeavor to contact the Premises by telephone to verify that the Alarm Event is not a false alann. Some local govemments may place conditions or restrictions on their dispatch of ERPs in response to an Alann Event, and such conditions or restrictions may require that additional measures be taken to verify the Alarm Event before dispatch. We do not guarantee that such additional measures will be successful or that Emergency Response Providers will be dispatched should an Alarm Event occur. In the event a supervisory signal or trouble signal registers at our Central Station, we shall endeavor to notify the Premises or the first available person designated on your Monitoring Information Schedule. We may, without notice to you, in response to govemmental or insurance requirements, or otherwise in our sole discretion, alter, amend or discontinue any of our policies and procedures for alann response. If your police or fire department now or in the future requires physical or visual verification of an emergency condition before responding to a request for assistance, you agree to subscribe to such service if provided by us, or otherwise comply with such requirements. We may charge an additional fee for such service. In addition, we are subject to various governmental regulations and industry standards designed to reduce false alanns. These regulations and standards may result in practices and procedures that delay the notification of authorities of alarm activations, including, without limitation, programmed delays in your System's communication with our Central Station. In the event Alarm Verification Service is being furnished, it is mutually understood and agreed that equipment is being installed which, as to certain locations in the Premises, will require the activation of two sensing devices, or a second activation of a single alann sensor, or a continuous alarm event from a single sensor, in order for an alann signal to be transmitted. You assume full responsibility for the operation of any and all bypass or switch units provided for disconnecting or reconnecting the alarm sounding and/or transmitting equipment at the Premises. You represent and warrant to us that any vault to be protected by Protection One hereunder by sound or vibration detection systems has the minimum construction characteristics prescribed by the Underwriters' Laboratories, Inc. You agree to test any ultrasonic, microwave, capacitance or other electronic equipment designated on the Equipment page of this document or on your separate Schedule of Protection prior to setting the alarm System for closed periods, according to procedures established from time to time by Protection One, and to notify us promptly in the event that such equipment fails to respond to the test. (i) Telecommunications. Your System may include a communicator that sends signals to our Center via regular telephone service. The use of DSL, BPL, Digital Phone, Internet Protocol (IP) or Voice over Internet Protocol (VoIP), or changing your telephone service provider), signal transmission to our Center may be interrupted. If the system is configured by us to communicate over your broadband internet service (Cable, BPL, DSL, VolP or other), signal transmission may likewise be interrupted by irregularities in that service or by power outages. IMMEDIATELY AFTER THE INSTALLATION OF DSL, DIGITAL PHONE, VoIP. BPL, OR OTHER BROADBAND OR INTERNET SERVICE YOU MUST TEST THE SYSTEM'S SIGNAL TRANSMISSION WITH THE CENTER. You authorize us, on your behalf, to request services, orders or equipment from a telephone company or other company providing signal transmission or reception services or facilities under this Contract. Such telecommunication services may include Derived Local Channel service. Such service may be provided under the telecommunication provider's service marks or service names. These services include providing lines, signal paths, scanning, transmission and/or reception. You agree that the telecommunication provider's liability is limited to the same extent our liability is limited pursuant to the tenns of your Contract with us. (ii) Digital Communicator. If connection to our Central Station is to be by Digital Communicator, you agree to provide a connection via a registered telephone jack to a telephone channel required for the our Equipment. Such connection shall have priority over any other telephone or Customer equipment, and shall be within 10 feet of the alarm System control panel. At your request, and at your sole cost and expense, we will provide such connection. If a digital communicator is installed under this Contract, it uses standard telephone lines as the transmission mode of sending signals and eliminates the need for dedicated telephone facilities and the large cost increases frequently imposed on such facilities. You also acknowledge that our Central Station cannot receive signals should your transmission mode become non-operational for any reason, and that signals from the digital communicator cannot be received if the transmission mode is cut, interfered with or otherwise damaged. (iii) Radio Interface. If connection to the our Central Station is to be by radio frequency, such as cellular or private radio, there may be times when your System will be unable to acquire, transmit, or maintain an alarm signal, and that radio frequency transmissions may be impaired or interrupted by a variety of conditions and circumstances beyond our control, including storms and power failures. Accordingly, the utilization of an additional means of communications is recommended. Also, changes in rules, regulations and policies of the FCC and other governmental bodies may necessitate discontinuation or modification of some or all of these Services. Should your cellular or radio transmitter malfunction, it could interfere with the proper operation of the entire network communicating with our Central Station and other communications transmissions. FCC regulations require that we or our contractors or designees have immediate access to your transmitter in the event of a malfunction or emergency. You agree to permit access to such persons in such an event. Should you refuse to provide such access, we may apply for an ex parte court order permitting access to either repair or remove the transmiller, or take such other steps as are appropriate Customer Initials under the circumstances. You agree to pay all reasonable expenses, including attorneys' fees incurred in connection with such proceedings. (iv) SecureTouch*. In order to provide you SecureTouch" Services, we will utilize e-mail addresses provided by you and will transmit to those addresses notification of selected events as received from your System at our Central Station. We are not responsible for any software or hardware purclhases necessary to assure compatibility with our Center. There may be times when we and/or the recipient are unable to send or receive e- mail, and that e-mail transmissions may be impaired or interrupted by conditions or circumstances beyond our control, including telecommunications failures, internet failures, computer viruses or problems with internet service providers. We are not responsible for adjustments or repairs to the recipient's e-mail or intemet service. (b) CCTV: If the equipment page of this document or a separate Schedule of Protection so indicates, we have installed closed circuit Equipment in your Premises. You will be responsible for providing adequate illumination under all operational conditions for the proper operation of the closed circuit television camera and will provide the 110 AC power supply where required as well as shelf or desk space for monitors. (c) CO DetectIon: If the equipment page of this document or a separate Schedule of Protection so indicates, your premises will be monitored for carbon monoxide. We are not responsible for any damages resulting from any actions or inactions of emergency response personnel in connection with their response to carbon monoxide detection in your Premises. (d) Direct Connect Services: If the equipment page of this document or a separate Schedule of Protection so indicates, we have installed a direct connection to the law enforcement, fire department or other agency shown on your Monitoring Information Schedule. Alarm signals transmitted will be monitored by police and/or fire departments or other ERP's or their agents. You understand and acknowledge that such agencies are not the agents of Protection One. Protection One hereby disclaims any responsibility for the manner in which such signals are monitored, or the response, or lack thereof, to such signals by the persons monitoring your System. (e) Inspections. We will provide the number of inspections of your System only as specified on the front page of this document or in a separate Schedule of Protection to this Contract during our normal working hours, and subject to the conditions and exclusions set forth in paragraph 15 below. 15. Limited Warranty. Subject to the limitations and exclusions set forth below, during the first ninety (90) days after installation, we will at our cost, repair or, at our option, replace, any defective part of the equipment we install, including wiring (but not including disposable items such as batteries, and not including repairs needed to window foil, security screens, or exterior mounted devices), and will make any needed mechanical adjustments. We will use new or reconditioned parts for replacements. Our obligations under this paragraph are for your benefit only, and may not be enforced by any other person. The laws of your state may give you additional rights than those described herein. If you have subscribed to our Extended Service Plan, in lieu of our 90 day repair obligation, we will at our cost repair the equipment we install for the duration of the term of this Contract, subject to the limitations and exclusions set forth below. Your participation in the Extended Service Plan will automatically renew for successive thirty (30) day terms at our then current Extended Service Plan rates unless terminated by either party's written notice given at least thirty (30) days before the end of the then-current term. If you purchase the Extended Limited Warranty after the initial installation, your System must be in good working condition at the time of the Extended Service Plan purchase. To purchase our Extended Service Plan, call1-800-GET-HELP. Limitations on our Warranty and Service Obligations. We perform repair ,services only during our normal working hours which are 8:00 a.m. to 5:00 p.m. Monday through Friday, except holidays. IF YOU REQUEST US TO PERFORM REPAIR SERVICES OUTSIDE OUR NORMAL WORKING HOURS, WE MAY REQUIRE YOU TO PAY FOR OUR SERVICES AT OUR CURRENT RATES FOR LABOR AND PARTS. Neither the limited warranty nor our obligations under the Extended Service Plan shall apply to disposable items such as batteries, or to window foil, security screens, or exterior mounted devices, or if we determine that any of the following conditions caused the need for service: (A) Damage resulting from storms, natural disasters, accidents, acts of God, strikes, riots, floods, terrorism or any causes beyond Protection One's control; (B) Your failure to properly close or secure a door, window or other point protected by an alarm device, or to properly follow operating instructions; (C) Telephone line malfunctions or modifications to your telephone service that render it incompatible with your System; (D) Your failure to provide ordinary maintenance and wear and tear to your System or its components (repairs to due to ordinary wear and tear are not excluded under our Extended Service Plan), or you permit anyone other than our authorized representative to perform service on your System; (E) Physical alterations to your Premises or to your System made at your request, or made necessary by damage to your Premises or your System; or (F) any of the reasons described in paragraph 4 above. Our warranty applies only to our Installed Equipment. You must furnish the necessary electrical power through your meter at your expense to obtain warranty services. Charges for non- covered repairs will be at our current labor and material rates, including minimum visit charge. OTHER THAN THE LIMITED WARRANTY OR YOUR PARTICIPATION IN THE EXTENDED SERVICE PLAN, WE MAKE NO GUARANTY OR WARRANTY OF ANY KIND, WITH RESPECT TO THE SERVICES WE PERFORM OR THE SYSTEMS WE PROVIDE UNDER THIS CONTRACT, INCLUDING ANY IMPLIED WARRANTY OR MERCHANTABILITY, SUITABILITY, CONDITION, OR FITNESS FOR A PARTICULAR PURPOSE. WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. 16. Delays: We shall have no liability for delays in installation of the equipment or for the consequences thereof, however caused, or for interruptions of service or for the consequences thereof due to strikes, riots, floods, acts of God, terrorism or any causes beyond the control of Protection One, and Protection One will not be required to provide service or substitute services to you while interruption of service due to any such cause shall continue. 17. Assignment: You may not assign this Contract without the prior written consent of Protection One, and any purported assignment of this Contract shall be void. We may assign this agreement or subcontract any or all of our obligations under this Contract without your consent and without notice to you. This Contract, and particularly paragraphs 9 and 10, shall apply to the work and services our assignees or subcontractors provide, and shall apply to them and protect our assignees and subcontractors in the same manner it applies to and protects us. 18. Severability: If any of the provisions of this Contract shall be determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 19. Arbitration of Disputes. In the event any claim or dispute, regardless of its basis, arises between you and us, or between you and the Protected Parties, including any claim or dispute relating to this Contract, any of your Premises, any other contract you have or had with us, your System(s), our Services, or the Charges due hereunder or under any other contract (collectively, your "Account"), or the scope of this arbitration provision, you or we may elect to resolve the claim or dispute by binding arbitration. Neither you nor we shall be entitled to join or consolidate claims in arbitration, or arbitrate any claims as representative or member of a class or in a private attorney general capacity. The filing of a lawsuit by any party shall not constitute a waiver of any rights under this arbitration provision. The arbitration shall be conducted by the American Arbitration Association in accordance with their procedures in effect when the claim is filed. This paragraph and any arbitrations conducted hereunder shall be governed by the Federal Arbitration Act (FAA). Any arbitration hearing will take place in Dallas, Texas. The arbitrator shall follow applicable substantive law to the extent consistent with the FAA, and applicable statutes of limitations, and shall honor claims of privilege recognized at law. The arbitrator's decision will be final and binding, except for any appeal rights under the FAA, and except that if the amount in controversy exceeds $100,000.00, any party may appeal the award within 30 days to a three -arbitrator panel which shall review the award de novo. The prevailing party shall be entitled to reimbursement of all its costs and expenses, including reasonable attorneys' fees. Judgment upon any arbitral award may be enforced in any court having jurisdiction. 20. Entire Contract; Survival. This Contract is the entire agreement between you and us, and supersedes all previous contracts between you and us regarding alarm or similar services. You agree that we are not bound by any representation, promise, condition, inducement or warranty, express or implied, not included in this Contract. The tenTIs and conditions of this Contract shall govem over the provisions of any other document, including but not limited to your purchase orders, with inconsistent terms. The provisions of paragraphs 9, 10, 11, 12 and 19 shall survive the termination of this Contract and your Account, as well as voluntary payment in full by you, any legal proceedings by us to collect a debt owed by you, any bankruptcy by you, or any sale by us of your Account. SPECIAL PROVISIONS: Termination. Notwithstanding any provision to the contrary, the City may terminate this Contract without cause by giving thirty (30) days written notice to Protection One. In such event, Protection One shall be paid for goods/services provided to and acce ted b the Cit rior to effective date of termination. ATTENTION IS DIRECTED TO THE WARRANTY, LIMITATION OF LIABILITY AND OTHER TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. This Agreement is not binding upon Protection One unless either signed by an authorized manager of Protection One or we begin the installation of equipment or provision of services. You acknowledge that you may not receive a copy of this Contract approved by Protection One's General Manager, and such lack of receiPzsh 'rnr' in any way, invalidate or otherwise affect this Contract. By 'Ignln b.I~, CU'I~~S ",'elvlng .qulpm.nl p.g. 'n,'udlng "'.;, ?;Z;~""~' & ,~dl.on', Cus omer epreJevtatt Signature Pro ection One Sales Representative Signature Printe~"\Name: ~~..!,..It5(2... Printed Name: LAZARO M. MARTINEZ Title: ~ Employee ID#: 83685 Employee License or Registration# (if applicable): N/ A Date: Date: &P~O,#O Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 ~0 50f6 Customer Initials 60f6 Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 Prate Date: 'gnature Customer Initials c- Protection One@ Commercial Schedule of Protection, Proposal and Sales Agreement Customer #: Branch #: 11530 CS#: Site #: I Job#: Tax ID#: Customer E-Mail Address: Customer Name: Today's Date (mm/dd/vvyy): June 10, 2010 Business Name: CITY OF SUNNY ISLE-PELICAN COMMUNITY PARK- BURG Main On Site ContactVICTOR MERCEDES Phone: (786) 351-5661 Location Name or Number: PELICAN COMMUNITY PARK Phone: (305) 947-0606 Site Address: 18115 N. BAY ROAD City: State: FL Zip: 33160 SUNNY ISLE BEACH Billing Address (if different from above): City: State: Zip: ANY AND ALL SERVICES PROVIDED BELOW ARE DEFINED IN AND SUBJECT TO THE MASTER TERMS AND CONDITIONS 1. TRANSACTION TYPE o Direct Sale o Protection One Owned Equipment o Third Party Financed Sale 181 Conversion of Existing System Equipment to become property of Extended Service Plan included in rate: 0 Yes 0 No (See Paragraph 5 of Master Customer upon full payment of Terms and Conditions) sales price. SPECIAL PROVISIONS APPLICABLE TO CALIFORNIA CUSTOMERS ONLY: 1. Approximate Installation Stating Date: . Approximate Installation Completion Date: 2. Starting Installation of wiring and/or delivery of equipment to your Premises will constitute substantial commencement of the work to be performed. 3. Upon completion of the installation, we will thoroughly instruct you in the proper use of your system. 2. WARRANTY AND SERVICE Warranty 0 Standard r8J One Year Extended Service (customer owned system) r8J Yes 0 No 3. SERVICES AND EQUIPMENT o Fire o Industrial Process/Critical Condition o Panic (Audible) r8J Alarm Systems r8J Burglary o Holdup (Silent, Commercial) o Other: o Duress o CO Detection 0 Access Control Systems o Signaling o Administration o Other: 0 CCTV Systems o Signaling o Administration o Other: 0 Other Systems Describe: 4. SIGNALING OPTIONS o Conventional Telephone o Primary o Backup r8J AlarmNet@ 0 GSM 0 I 0 M 0 A [gI Primary o Backup r8J Other Signaling via e-SECURE o Primary o Backup 5. REPORTING AND SUPERVISION OPTIONS o Open/Close Logging o Unsupervised o Supervised o Reporting o All Open/Close 0 Weekly o Monthly o All Activity 0 Weekly 0 Monthly * 0 Protection One Online o Essential Access (viewing only) o Enhanced Access (viewing and reporting) * 0 SecureTouch@ , o Other , E-mail address provided at top of agreement will be used for these services 6. INSPECTIONS System Type to be Inspected 0 Fire System o Non-Fire System Inspection Frequency 0 Monthly OBi-Monthly o Quarterly o Semi-Annual o Annual 7. CHARGES Total Equipment and Installation Charge: $200.00 Customer promises to pay the Total Equipment and Installation Charge shown above, plus applicable taxes. Simultaneously with the execution of this Agreement, Customer shall pay $0.00 of these charges (plus applicable taxes), with a remaining balance of $200.00 (plus any remaining applicable taxes) to be paid upon completion of the installation and as a precondition of activation of the system and, if applicable, connection to the Monitoring Center or direct connection service. In addition to the equipment and installation charges shown above, Customer agrees to pay $50.00 per month plus applicable taxes to be paid 0 annually 0 quarterly [gI monthly in advance for a period of one (1) years effective from the date service is operative under this agreement. Customer has made an advance Davment in the amount of $0.00 at the time of sale. 8. PAYMENT PAID DUE AT INSTALL o Check Check #: Payment Covers: 0 All 0 Equipment & Installation 0 Services 0 Signaling 0 Reporting 0 Extended Service Plan 0 Inspections rom rom o Purchase Order Purchase Order #: Payment Covers: 0 All 0 Equipment & Installation 0 Services 0 Signaling 0 Reporting 0 Extended Service Plan 0 Inspections rom rom o Credit Card o MasterCard o Visa o AmEx o Discover Name on Credit Card: Card No.: Authorization: Expiration Date: Payment Covers: 0 All 0 Equipment & Installation 0 Services 0 Signaling 0 Reporting 0 Extended Service Plan 0 Inspections rom rom 1 of 6 Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 Customer Initials c- Protection One Commercial Schedule of Protection, Proposal and Sales Aareement Premises Equipment Business Name: City of Sunny Isle- Site No: I Date: 06/10/2010 Pelican Community Park-Burg DBA: Customer No.: System Design Workbook Equipment Page attached in lieu of individual listing of equipment on this page. (Material Codes and Equipment Location are required to be comoleted below.) Quantity Description Location/Comments Zone 1. REPLACE EXISTING BURLAR ALARM EQUIPMENT 2. I UNIVERSAL REPLACEMENT KIT 1 GSM DIGITAL CELL 3. COMMUNICA TOR 4. 1 ENGLISH KEY PAD 5. 6. 7. B. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 3B. 39. 40. 20f6 Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 Customer Initials PROTECTION ONE ALARM MONITORING, INC., Licensing Information. AL Electronic Security Board of Licensure, 7956 Vaughn Road, Suite 392, Montgomery, AL 36116, Telephone 334-264-93B8. AL: 643, 533, 744, 1018; AZ: ROC190246 (K-67); AR: Arkansas Board of Private Investigators and Private Security Agencies, 1 State . Police Plaza Drive, Little Rock, AR 72209,501- 618-8600, AR: E97-122; CA: Alarm company operators are licensed and regulated by the Bureau of Secunty and Investigative Services, Department of Consumer Affairs, Sacramento, California 95B14. CONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED BY THE . CONTRACTORS' STATE LICENSE BOARD WHICH HAS JURISDICTION TO INVESTIGATE COMPLAINTS AGAINST CONTRACTORS IF A COMPLAINT REGARDING A PATENT ACT OR OMISSION IS FILED WITHIN FOUR YEARS OF THE DATE OF THE ALLEGED VIOLATION. ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO THE REGISTRAR, CONTRACTORS STATE LICENSE BOARD, P.O. BOX 260000, SACRAMENTO, CALIFORNIA 95826, CA: ACO 3717, 626615; CT: 1857B2; DE: 199B200138, 97-54, CSRSL-0029; FL: EF20000524; GA: LVA205837; IA: AI-0310, AC-0082; ID: SC21391; IL: 127-001000, 128-000151, 128-000115; KY: 161; LA: F 713; ME: MC60018702; MD: 107-1498,03322228; MA: 7066 C; MI: 3601205122,3602203841,5103229; MN: TS00502; MS 15007478,15007925; MT: 162, 299FPC; NV: 0031668A, F189; NJ: P01008; NM: 58345, 08-0040; NY: Licensed by the NYS Department of State. NY: 12000261120; NC: 24466-SP-LV, 12B5-CSA; OH: 53- 18-1493; OK: 621; OR: CCB116325, 34-428CLE; PA: PA 003926; RI: 9775; SC: BAC5097, FAC3162, BAC5097; TN: 641, 642, 697, 638; TX: Complaints can be filed in Texas with the Texas Commission on Private Security, 5805 Lamar Blvd., Austin, Texas 78752. TX: ACR-1637, B08690; UT: 330634-6501; VA: 11-2533; WA: PROTE0022K2, PROTEOA033BP, UBI 601 354926; WY: #LV A 17. MASTER TERMS AND CONDITIONS 1. Master Terms and Conditions. Customer ("Customer" or "you"), as a commercial enterprise, may, now or in the future, have multiple physical business locations (herein a "Premises") for which you obtain from Protection One ("Protection One", "we" or "us") various Equipment and Services. It is the intention of the parties that all of your Premises be covered by these Master Terms and Conditions, as same may hereafter be amended from time to time, and that for each separate Customer Premise, a separate schedule of protection, which may contain updated master tenms and conditions, will be completed and executed by the parties. These updated Master Tenms and Conditions will govem over any inconsistent provisions contained in any previously agreed master tenms and conditions, and over any other agreements, written or oral, between the parties pertaining to Customer premises. 2. Charges. In consideration of the Equipment and Services we provide hereunder, you promise to pay Protection One the Equipment Charges and Service Charges, any activation or other fees, plus applicable taxes ("Charges"), in accordance with the Payment Tenms set forth above. OUR SERVICE CHARGES UNDER THIS CONTRACT ARE BASED ON YOUR AGREEMENT TO RECEIVE AND PAY FOR THE SERVICES FOR A FULL one (1) YEAR TERM. If you prepay the total amount due under this Contract prior to the end of the original tenm of this Contract there is no penalty or refund except as provided herein. Payment of the Equipment Charges is a precondition to the activation of your Equipment and any Services you have selected. We may impose a one-time late charge on each payment that is more than ten days past due, which shall be the lesser of $5.00 or the highest amount permitted by law. We may impose returned check charges of the greater of $25.00 or 5% of the amount of the returned check. You consent and authorize us to (i) report your payment perfonmance under this Contract to credit reporting agencies; (ii) obtain and transmit your Taxpayer ID number to our affiliates and credit reporting agencies for purposes of verifying your credit history and rating, and (iii) tape record our telephone conversations with you and users of your Equipment and Services for verification and quality control purposes. 3. Increases in Charges. Intentionally Omitted. 4. Additional Charges. Additionally, you agree to pay, or reimburse us if we pay, all false alanm fines and assessments, and all taxes, fees or other charges of any local governmental authority that relate to your Equipment or our Services, other than taxes assessed on our net income. You further agree to pay (a) all telecommunications charges for area code, telephone numbering or other changes, (b) our then-current charge for reprogramming your Equipment to comply with any area code, telephone numbering or other changes, (c) any increases in our cost for facilities used for transmitting alanm signals under this Contract and (d) our charges resulting from services we may add to continue to provide the Services to you necessitated by police, fire or other emergency response policies of any governmental body, such as physical or visual alanm verification requirements. In addition, you shall be responsible for any modifications to your Equipment necessitated by changes in standards and regulations of governmental or regulatory authorities, including but not limited to the Federal Communications Commission ("FCC"), any state Fire Marshal, the National Fire Protection Association, Underwriters Laboratories, fire or police department. You agree to pay a service charge if we respond to a service call or alanm at your Premises which is due to you or your agents, employees or invitees failure to follow operating instructions or to properly lock or close a window, door or other protected point, or improper or unauthorized adjustment to any of your Equipment. Payment for such additional charges is due upon receipt of our invoice for such charges. 5. Installation and Sale. (a) Installation. The equipment indicated in this document or in your Schedule of Protection will be installed in the Premises. Installation of Equipment is subject to the following conditions: (1) We can access your Premises without interruption during our installer's normal working hours; (2) The installation may require drilling into various parts of your Premises; (3) You will provide 110 AC electrical outlets for power equipment in locations designated by the installer; (4) You will be responsible for lifting and replacing carpeting, if required, for installation of floor mats or wiring. There may be areas where the installer determines that it is impractical to conceal equipment wiring. In such areas, wiring will be exposed. You must within ten (10) days after installation is complete, inspect your System and notify us in writing of any problems. Otherwise you will be deemed conclusively to have accepted your System. If asbestos or other hazardous materials ("Hazardous Materials") are encountered during installation, installation work will cease until you, at your sole cost and expense, obtain clearance from a licensed hazardous material contractor that continuation of the work will not pose any danger to installation personnel. In no event shall we be liable for the discovery or removal of Hazardous Materials. Protection One shall not be responsible for securing the Premises during the period of installation. (b) Direct Sale. If you have elected to purchase your Equipment, except as set forth below, you will own the Equipment we install in your Premises (such Equipment is referred to collectively as the "System"), when you completely pay the purchase price described on the front page of this document or in a separate Schedule of Protection. Notwithstanding the foregoing, regardless of the sale type, ownership of (i) any communication device that makes use of radio, cellular or intemet communication paths (including without limitation, all equipment Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 associated with AlarmNet~ shall be retained by Protection One or its owner, and (ii) certain intellectual property associated with your System and our Services, such as certain software, data and installer/programming codes, may not be transferred by Protection One and remain the property of their respective owners. (c) Third Party Financed Sale. If you have elected to finance the purchase of some or a portion of the Equipment with a third party lender or leasing company, title to the Equipment may be held by your lender/lessor as security for your loan/lease obligations. The tenms of your agreement with the lender/lessor may require you to maintain insurance, make you responsible for various other costs and fees, and obligate you to pay the lender/lessor regardless of Protection One's perfonmance hereunder. Protection One makes no recommendations on lending sources, is not responsible for your selection of a lending source or the tenms of your agreement with the lender/lessor, and Protection One hereby disclaims all liability in connection with your arrangements with the lender/lessor. (d) Protection One Owned Svstem. If we retain ownership of your Equipment, upon the termination of this Contract, you agree we may enter your Premises and remove our Equipment (including yard signs and decals) and/or disable your Equipment. Should you fail or refuse to allow us access to your Premises, you also agree to: (i) pay us our reasonable charges for the Installed Equipment, and (ii) reimburse us for any costs (including reasonable attorneys' fees) we may incur in seeking to gain access to remove the Installed Equipment or to collect such charges. We have no obligation to repair or redecorate your Premises after any such removal. Our removal, disabling or abandonment of such equipment does not constitute a waiver of our right to collect any unpaid charges. (e) Conversion of ExistinQ Svstem. If you currently have existing and compatible equipment, we may utilize such equipment. We may elect to repair or replace your nonfunctioning existing equipment to provide our Services and you agree to pay our current charges for replacement equipment and that any repairs needed to make the existing system operational will be performed on a time and material basis. We do not warrant equipment we do not install. (f) Risk of Loss. Protection One is not liable or responsible for any damage to our Equipment, or any loss of or casualty to the Equipment from any cause beyond our control. NO SUCH DAMAGE, CASUALTY OR LOSS WILL AFFECT YOUR RESPONSIBILITIES AND OBLIGATIONS UNDER THIS CONTRACT. You must keep the Equipment insured against all risks of loss in an amount equal to the replacement cost and, at our request, have us listed on the policy as "loss payee". If you do not give us satisfactory proof of the property insurance within 30 days after the commencement of this Contract, then, depending on the original cost of the Equipment, we may, at our option, either (i) obtain property insurance to cover our interests and charge you a fee for such coverage (including a monthly administration fee and a profit to us), or (ii) clharge you a monthly non- compliance fee up to $50 (which provides no insurance benefit). You can cancel the insurance coverage fee or non-compliance fee at any time by delivering to us the required proof of insurance 6. Term. The Initial Tenm of this contract shall be for one (1) years. The Initial Term will start on the date your alarm or other system is installed and operational, and when any necessary communications connection is completed. In the case of a system takeover or renewal of an existing agreement where no new equipment is installed, the Initial Tenm shall begin if any communications connection is necessary and completed or the date the new Agreement is signed, whichever occurs first. 7. Termination of Services; Default. (a) We may, at any time, tenminate this Contract and the Services at our option without liability or notice to you if: (1) Our monitoring center, equipment or facilities, or the telephone network, are destroyed, damaged or malfunction so that it is impractical for us to continue the Services; (2) We cannot acquire or retain the transmission connections or authorization to transmit signals between your Premises and our Center or between our Center and Emergency Response Providers; (3) We detenmine that it is impractical to continue our Services due to the modification or alteration of your Premises after installation of your System; (4) Your System generates excessive false alarms due to circumstances beyond our control; (5) You or your personnel fail to follow our recommendations to repair or replace any defective parts of your System not covered under the Limited Warranty or Extended Service Plan, if applicable, or to follow operating instructions for or tamper with your System; or (6) For any reason in our discretion upon thirty (30) days prior notice to you. If we terminate for any of these reasons stated, we will refund any advance Service Charges for Services to be provided after the tenmination date, less any Equipment Charges still due, but we shall not be liable as a result of, such tenmination.(b) In addition, you shall be in breach, and we may at our option, tenminate this Contract, and exercise our remedies for the payment of all sums due us if: (1 )You fail to pay any Charges or other monies due hereunder or under any other agreement you have with us, and such failure continues for ten (10) days after we provide written notice to you; (2) Any representation you have made herein or in any other agreement you have with us is detenmined to be materially untrue, (3) you breaclh any warranty contained herein or in any other agreement you have with us, or (4) you otherwise fail to comply with any non- monetary obligation or covenant contained herein or in any other agreement you have with us when same is due, and such failure continues for thirty (30) days after we provide written notice to you; (5) You deny us reasonable access to the Systems located in any of your Premises; or (6) You become a debtor in a bankruptcy or other insolvency proceeding. We may charge you interest at the highest legal rate on delinquent amounts. You agree to pay all reasonable costs, fees and expenses incurred by us in connection with the enforcement of this Contract, including collection expenses, court costs, and reasonable attorneys' 3 of 6 Customer Initials fees. (c) Any default under this Contract shall also be a default under any other contract or agreement between you and us. 8. Representations and Warranties. You represent and warrant that you (a) requested the Equipment and Services specified in this Contract for use in a commercial purposes and not for personal, family or household purposes, or for or on behalf of a third party, (b) own the Premises or otherwise have the authority to authorize us to install such equipment in the Premises, and (c) will comply with all laws, codes, and regulations pertaining to your System or our Services. 9. We Are Not an Insurer. YOU AGREE THAT EXCEPT FOR THE LIMITED INDEMNITY PROVIDED IN PARAGRAPH 10(a) BELOW: (A) WE ARE NOT AN INSURER OF YOU, PERSONS WORKING OR OTHERWISE PRESENT AT YOUR PREMISES, OR OF YOUR PREMISES OR ITS CONTENTS; (B) IT IS YOUR RESPONSIBILITY TO OBTAIN ADEQUATE INSURANCE COVERING YOU, YOUR PREMISES AND ITS CONTENTS, YOUR EMPLOYEES, INVITEES AND OTHER AFFECTED PERSONS AND PROPERTY; (C) OUR SERVICE CHARGES ARE BASED ON THE DETERRENCE AND OTHER VALUE OF THE SERVICES WE PROVIDE AND OUR LIMITED LIABILITY UNDER THIS CONTRACT, AND NOT ON THE VALUE OF YOUR PREMISES OR ITS CONTENTS, OR THE LIKELIHOOD OR POTENTIAL EXTENT OR SEVERITY OF PERSONAL INJURY (INCLUDING DEATH)TO AFFECTED PERSONS; AND (D) THE SYSTEM AND SERVICES MAY NOT ALWAYS OPERATE AS INTENDED FOR VARIOUS REASONS, INCLUDING OUR NEGLIGENCE OR OTHER FAULT. WE CANNOT PREDICT THE POTENTIAL AMOUNT, EXTENT, OR SEVERITY OF ANY DAMAGES OR INJURIES THAT MAY BE INCURRED WHICH COULD BE DUE TO THE FAILURE OF THE SYSTEM OR SERVICES TO WORK AS INTENDED. AS SUCH (I) YOU AGREE THAT THE LIMITS ON OUR LIABILITY, AND THE WAIVERS AND INDEMNITIES SET FORTH IN THIS CONTRACT ARE A FAIR ALLOCATION OF RISKS AND LIABILITIES BETWEEN YOU, US AND ANY AFFECTED THIRD PARTIES; (II) YOU WILL LOOK EXCLUSIVELY TO YOUR INSURER FOR FINANCIAL PROTECTION FROM SUCH RISKS AND LIABILITIES, AND (III) EXCEPT AS PROVIDED IN PARAGRAPH 10, YOU WAIVE ALL RIGHTS AND REMEDIES AGAINST US, INCLUDING SUBROGATION, THAT YOU, ANY INSURER, OR OTHER THIRD PARTY MAY HAVE DUE TO ANY LOSSES OR INJURIES YOU OR OTHERS INCUR. 10. Indemnity; Limitation of Liability. (a) Indemnitv. We will hold you, your officers, directors, agents and employees harmless from any claim, demand, losses, damages, injuries, (including death),liabilities or other expenses ("Losses") to the extent and only to the extent that such Losses result solely and directly from the negligent acts or omissions of Protection One, its agents or employees, during and within the scope of employment of such persons only while present at the Premises; provided, however, that the terms of this paragraph 10(a) shall not apply, and we shall not in any event be liable for Losses arising out of, resulting from or in any way due or attributable to the condition, nonfunction, malfunction, faulty design, faulty installation, or failure in any respect of the System or Services to operate or perform as intended (herein, "Alarm Failure Events"), regardless of whether such Alarm Failure Events arise out of the negligent acts or omissions of Protection One, its agents or employees. Any liability of Protection One for Alarm Failure Events for Losses arising out of Alarm Failure Events is strictly limited pursuant to paragraph 10(b). (b) Liabilitv for Alarm Failure Events. Neither we nor any person or entity affiliated with us, shall be liable for any Losses arising directly or indirectly from an Alarm Failure Event. We do not provide architectural, engineering, or professional design services. If you desire or require such services, you must engage a licensed design professional to perform the design services and then provide us with any and all necessary plans, specifications, or shop drawings \ necessary for us to complete the installation of your System. We install Equipment according to local codes and ordinances (if applicable) and according to your particular needs or preferences. We are not liable under any circumstances for the adequacy of the performance or design or design criteria established by you, your design professional, or local code requirements. If, notwithstanding the provisions of this paragraph 10(b), we or any person or entity affiliated with us, are determined to be responsible for any Losses arising from Alarm Failure Events, your claims against us, shall be limited to the greater of (i) $1,000.00, (ii) six (6) times the monthly Service Charge, or (Iii) the purchase price you paid for the Equipment, as liquidated damages and not as a penalty. This amount is your sole and exclusive remedy for an Alarm Failure Event, even if caused by Protection One's negligence or that of our affiliates or our respective employees or agents, breach of this Contract, strict liability, failure to comply with any applicable law, or other fault. At your request, we may in our sole discretion agree to assume additional liability by the attachment of an amendment to this Contract stating the extent of our additional liability and the additional cost to you. You agree that were we to have liability greater than that stated above, we would not provide the System or Services. (c) Damaaes. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INCIDENTAL, PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES. 11. Hold Harmless. Intentionally Omitted. 12. Legal Actions. No claim or legal action any party may have arising out of this Contract, your System or our Services (whether based on contract, negligence or otherwise) may be brought more than one year after the date the cause of action for such claim accrued. 13. Customer Duties. You must (a) instruct all persons who use the System on its proper use; (b) test your System's protective devices and send test signals monthly to our Central Station; (c) tum off, control or remove all air conditioning systems, heaters and other items that interfere with alarm detection devices; (d) notify us immediately if a problem in your System occurs; (e) obtain and keep in effect all permits and licenses that may be required for the installation and operation of your System; (I) pay all usage fees imposed by any governmental authority in connection with your System; (g) provide us a complete Monitoring Information Schedule so we may call your designated contacts in the event we reasonably believe there is an emergency at your Premises; (h) provide us any other emergency information we may request; and (i) promptly update us in writing with any changes to your Monitoring Information Schedule. Your failure to perform under this paragraph is a material breach of this Contract. You agree that we may provide the information on the Monitoring Information Schedule to any governmental authority having jurisdiction over us or your System. LOCAL AUTHORITIES MAY NOT RESPOND TO ALARM NOTIFICATIONS UNTIL ALL PERMITS AND LICENSES FOR USE OF THE SYSTEM HAVE BEEN OBTAINED, AND 40f6 Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 THEREFORE WE MAY NOT BEGIN MONITORING YOUR SYSTEM UNTIL YOU HAVE OBTAINED AT YOUR EXPENSE ALL NECESSARY PERMITS AND LICENSES, AND PROVIDED US WITH THE LICENSE OR PERMIT NUMBER. 14. Services. (a) Monitoring Services. If you have subscribed to Monitoring, Signal Receiving and Notification Services, we shall program the alarm system to communicate to our monitoring facility ("Central Station"). When the Central Station receives an alarm signal from your System (an "Alarm Event"), we will make reasonable efforts, consistent with local laws and our response policies, to contact the appropriate local emergency response provider ("Emergency Response Provider" or "ERP"), and the first person designated on your Monitoring Information Schedule. In the event a burglar alarm signal or fire signal registers at the Central Station, we may, in our sole discretion, endeavor to contact the Premises by telephone to verify that the Alarm Event is not a false alarm. Some local governments may place conditions or restrictions on their dispatch of ERPs in response to an Alarm Event, and such conditions or restrictions may require that additional measures be taken to verify the Alarm Event before dispatch. We do not guarantee that such additional measures will be successful or that Emergency Response Providers will be dispatched should an Alarm Event occur. In the event a supervisory signal or trouble signal registers at our Central Station, we shall endeavor to notify the Premises or the first available person designated on your Monitoring Information Schedule. We may, without notice to you, in response to govemmental or insurance requirements, or otherwise in our sole discretion, alter, amend or discontinue any of our policies and procedures for alarm response. If your police or fire department now or in the future requires physical or visual verification of an emergency condition before responding to a request for assistance, you agree to subscribe to such service if provided by us, or otherwise comply with such requirements. We may charge an additional fee for such service. In addition, we are subject to various governmental regulations and industry standards designed to reduce false alarms. These regulations and standards may result in practices and procedures that delay the notification of authorities of alarm activations, including, without limitation, programmed delays in your System's communication with our Central Station. In the event Alarm Verification Service is being furnished, it is mutually understood and agreed that equipment is being installed which, as to certain locations in the Premises, will require the activation of two sensing devices, or a second activation of a single alarm sensor, or a continuous alarm event from a single sensor, in order for an alarm signal to be transmitted. You assume full responsibility for the operation of any and all bypass or switch units provided for disconnecting or reconnecting the alarm sounding and/or transmitting equipment at the Premises. You represent and warrant to us that any vault to be protected by Protection One hereunder by sound or vibration detection systems has the minimum construction characteristics prescribed by the Underwriters' Laboratories, Inc. You agree to test any ultrasonic, microwave, capacitance or other electronic equipment designated on the Equipment page of this document or on your separate Schedule of Protection prior to setting the alarm System for closed periods, according to procedures established from time to time by Protection One, and to notify us promptly in the event that such equipment fails to respond to the test. (i) Telecommunications. Your System may include a communicator that sends signals to our Center via regular telephone service. The use of DSL, BPL, Digital Phone, Internet Protocol (IP) or Voice over Internet Protocol (VoIP), or changing your telephone service provider), signal transmission to our Center may be interrupted. If the system is configured by us to communicate over your broadband intemet service (Cable, BPL, DSL, VolP or other), signal transmission may likewise be interrupted by irregularities in that service or by power outages. IMMEDIATELY AFTER THE INSTALLATION OF DSL, DIGITAL PHONE, VoIP. BPL, OR OTHER BROADBAND OR INTERNET SERVICE YOU MUST TEST THE SYSTEM'S SIGNAL TRANSMISSION WITH THE CENTER. You authorize us, on your behalf, to request services, orders or equipment from a telephone company or other company providing signal transmission or reception services or facilities under this Contract. Such telecommunication services may include Derived Local Channel service. Such service may be provided under the telecommunication provider's service marks or service names. These services include providing lines, signal paths, scanning, transmission and/or reception. You agree that the telecommunication provider's liability is limited to the same extent our liability is limited pursuant to the terms of your Contract with us. (ii) Digital Communicator. If connection to our Central Station is to be by Digital Communicator, you agree to provide a connection via a registered telephone jack to a telephone channel required for the our Equipment. Such connection shall have priority over any other telephone or Customer equipment, and shall be within 10 feet of the alarm System control panel. At your request, and at your sole cost and expense, we will provide such connection. If a digital communicator is installed under this Contract, it uses standard telephone lines as the transmission mode of sending signals and eliminates the need for dedicated telephone facilities and the large cost increases frequently imposed on such facilities. You also acknowledge that our Central Station cannot receive signals should your transmission mode become non-operational for any reason, and that signals from the digital communicator cannot be received if the transmission mode is cut, interfered with or otherwise damaged. (iii) Radio Interface. If connection to the our Central Station is to be by radio frequency, such as cellular or private radio, there may be times when your System will be unable to acquire, transmit, or maintain an alarm signal, and that radio frequency transmissions may be impaired or interrupted by a variety of conditions and circumstances beyond our control, including storms and power failures. Accordingly, the utilization of an additional means of communications is recommended. Also, changes in rules, regulations and policies of the FCC and other governmental bodies may necessitate discontinuation or modification of some or all of these Services. Should your cellular or radio transmitter malfunction, it could interfere with the proper operation of the entire network communicating with our Central Station and other communications transmissions. FCC regulations require that we or our contractors or designees have immediate access to your transmitter in the event of a malfunction or emergency. You agree to permit access to such persons in suclh an event. Should you refuse to provide such access, we may apply for an ex parte court order permitting access to either repair or remove the transmitter, or take such other steps as are appropriate Customer Initials under the circumstances. You agree to pay all reasonable expenses, including attorneys' fees incurred in connection with such proceedings. (iv) SecureTouchllO. In order to provide you SecureTouchllO Services, we will utilize e-mail addresses provided by you and will transmit to those addresses notification of selected events as received from your System at our Central Station. We are not responsible for any software or hardware purchases necessary to assure compatibility with our Center. There may be times when we and/or the recipient are unable to send or receive e- mail, and that e-mail transmissions may be impaired or interrupted by conditions or circumstances beyond our control, including telecommunications failures, intemet failures, computer viruses or problems with internet service providers. We are not responsible for adjustments or repairs to the recipient's e-mail or internet service. (b) CCTV: If the equipment page of this document or a separate Schedule of Protection so indicates, we have installed closed circuit Equipment in your Premises. You will be responsible for providing adequate illumination under all operational conditions for the proper operation of the closed circuit television camera and will provide the 110 AC power supply where required as well as shelf or desk space for monitors. (c) CO Detection: If the equipment page of this document or a separate Schedule of Protection so indicates, your premises will be monitored for carbon monoxide. We are not responsible for any damages resulting from any actions or inactions of emergency response personnel in connection with their response to carbon monoxide detection in your Premises. (d) Direct Connect Services: If the equipment page of this document or a separate Schedule of Protection so indicates, we have installed a direct connection to the law enforcement, fire department or other agency shown on your Monitoring Infonmation Schedule. Alarm signals transmitted will be monitored by police and/or fire departments or other ERP's or their agents. You understand and acknowledge that such agencies are not the agents of Protection One. Protection One hereby disclaims any responsibility for the manner in which such signals are monitored, or the response, or lack thereof, to such signals by the persons monitoring your System. (e) Inspections. We will provide the number of inspections of your System only as specified on the front page of this document or in a separate Schedule of Protection to this Contract during our normal working hours, and subject to the conditions and exclusions set forth in paragraph 15 below. 15. Limited Warranty. Subject to the limitations and exclusions set forth below, during the first ninety (gO) days after installation, we will at our cost, repair or, at our option, replace, any defective part of the equipment we install, including wiring (but not including disposable items such as batteries, and not including repairs needed to window foil, security screens, or exterior mounted devices), and will make any needed mechanical adjustments. We will use new or reconditioned parts for replacements. Our obligations under this paragraph are for your benefit only, and may not be enforced by any other person. The laws of your state may give you additional rights than those described herein. If you have subscribed to our Extended Service Plan, in lieu of our 90 day repair obligation, we will at our cost repair the equipment we install for the duration of the tenm of this Contract, subject to the limitations and exclusions set forth below. Your participation in the Extended Service Plan will automatically renew for successive thirty (30) day terms at our then current Extended Service Plan rates unless terminated by either party's written notice given at least thirty (30) days before the end of the then-current term. If you purchase the Extended Limited Warranty after the initial installation, your System must be in good working condition at the time of the Extended Service Plan purchase. To purchase our Extended Service Plan, call1-800-GET-HELP. Limitations on our Warranty and Service Obligations. We perform repair services only during our normal working hours which are 8:00 a.m. to 5:00 p.m. Monday through Friday, except holidays. IF YOU REQUEST US TO PERFORM REPAIR SERVICES OUTSIDE OUR NORMAL WORKING HOURS, WE MAY REQUIRE YOU TO PAY FOR OUR SERVICES AT OUR CURRENT RATES FOR LABOR AND PARTS. Neither the limited warranty nor our obligations under the Extended Service Plan shall apply to disposable items such as batteries, or to window foil, security screens, or exterior mounted devices, or if we determine that any of the following conditions caused the need for service: (A) Damage resulting from stonms, natural disasters, accidents, acts of God, strikes, riots, floods, terrorism or any causes beyond Protection One's control; (B) Your failure to properly close or secure a door, window or other point protected by an alanm device, or to properly follow operating instructions; (C) Telephone line malfunctions or modifications to your telephone service that ~ render it incompatible with your System; (D) Your failure to provide ordinary maintenance and wear and tear to your System or its components (repairs to due to ordinary wear and tear are not excluded under our Extended Service Plan), or you permit anyone other than our authorized representative to perform service on your System; (E) Physical alterations to your Premises or to your System made at your request, or made necessary by damage to your Premises or your System; or (F) any of the reasons described in paragraph 4 above. Our warranty applies only to our Installed Equipment. You must furnish the necessary electrical power through your meter at your expense to obtain warranty services. Charges for non- covered repairs will be at our current labor and material rates, including minimum visit charge. OTHER THAN THE LIMITED WARRANTY OR YOUR PARTICIPATION IN THE EXTENDED SERVICE PLAN, WE MAKE NO GUARANTY OR WARRANTY OF ANY KIND, WITH RESPECT TO THE SERVICES WE PERFORM OR THE SYSTEMS WE PROVIDE UNDER THIS CONTRACT, INCLUDING ANY IMPLIED WARRANTY OR MERCHANTABILITY, SUITABILITY, CONDITION, OR FITNESS FOR A PARTICULAR PURPOSE. WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. 16. Delays: We shall have no liability for delays in installation of the equipment or for the consequences thereof, however caused, or for interruptions of service or for the consequences thereof due to strikes, riots, floods, acts of God, terrorism or any causes beyond the control of Protection One, and Protection One will not be required to provide service or substitute services to you while interruption of service due to any such cause shall continue. 17. Assignment: You may not assign this Contract without the prior written consent of Protection One, and any purported assignment of this Contract shall be void. We may assign this agreement or subcontract any or all of our obligations under this Contract without your consent and without notice to you. This Contract, and particularly paragraphs g and 10, shall apply to the work and services our assignees or subcontractors provide, and shall apply to them and protect our assignees and subcontractors in the same manner it applies to and protects us. 18. Severability: If any of the provisions of this Contract shall be detenmined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 19. Arbitration of Disputes. In the event any claim or dispute, regardless of its basis, arises between you and us, or between you and the Protected Parties, including any claim or dispute relating to this Contract, any of your Premises, any other contract you have or had with us, your System(s), our Services, or the Charges due hereunder or under any other contract (collectively, your "Account"), or the scope of this arbitration provision, you or we may elect to resolve the claim or dispute by binding arbitration. Neither you nor we shall be entitled to join or consolidate claims in arbitration, or arbitrate any claims as representative or member of a class or in a private attorney general capacity. The filing of a lawsuit by any party shall not constitute a waiver of any rights under this arbitration provision. The arbitration shall be conducted by the American Arbitration Association in accordance with their procedures in effect when the claim is filed. This paragraph and any arbitrations conducted hereunder shall be governed by the Federal Arbitration Act (FAA). Any arbitration hearing will take place in Dallas, Texas. The arbitrator shall follow applicable substantive law to the extent consistent with the FAA, and applicable statutes of limitations, and shall honor claims of privilege recognized at law. The arbitrator's decision will be final and binding, except for any appeal rights under the FAA, and except that if the amount in controversy exceeds $100,000.00, any party may appeal the award within 30 days to a three -arbitrator panel which shall review the award de novo. The prevailing party shall be entitled to reimbursement of all its costs and expenses, including reasonable attorneys' fees. Judgment upon any arbitral award may be enforced in any court having jurisdiction. 20. Entire Contract; Survival. This Contract is the entire agreement between you and us, and supersedes all previous contracts between you and us regarding alanm or similar services. You agree that we are not bound by any representation, promise, condition, inducement or warranty, express or implied, not included in this Contract. The terms and conditions of this Contract shall govem over the provisions of any other document, including but not limited to your purchase orders, with inconsistent tenms. The provisions of paragraphs 9, 10, 11, 12 and 1 g shall survive the tenmination of this Contract and your Account, as well as voluntary payment in full by you, any legal proceedings by us to collect a debt owed by you, any bankruptcy by you, or any sale by us of your Account. SPECIAL PROVISIONS: Termination. Notwithstanding any provision to the contrary, the City may terminate this Contract without cause by giving thirty (30) days written notice to Protection One. In such event, Protection One shall be paid for goods/services provided to and acceoted bv the Citv orior to effective date of termination. ATTENTION IS DIRECTED TO THE WARRANTY, LIMITATION OF LIABILITY AND OTHER TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. This Agreement is not binding upon Protection One unless either signed by an authorized manager of Protection One or we begin the installation of equipment or provision of servi~. You acknowledge that you may not receive a copy of this Contract approved by Protection One's General Manager, and-suc~k of recei t'ShaU not, in any way, invalidate or otherwise affect this Contract. By Si~" belo ..c~tme ~OiedgeS receiving equipment page including license i rmation an additional terms & conditions. ;4~. Customer Repr Printed Name: Title: ~A'r^\ \ Date: Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 Protection One Sales Representative Signature Printed Name: LAZARO M. MARTINEZ Employee ID#: 83685 Employee License or egistration# (if applicable): N/ A Date: C;; /€J /U ~~- 50f6 Customer Initials ~ . ~ "\., , . 6 of 6 Commercial Protection One Contract v. 1.5 City of Sunny Isle Beach rev. 6/10/10 Customer Initials Preview Page 1 of 1 City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3113 Fax MEMORANDUM TO: The Honorable Mayor and City Commission FROM: Minai Shah, Assistant City Manager-Finance DATE: 6/1712010 RE: Protection One contract for maintenance of security equipment Government Center and Pelican Community Center RECOMMENDATION: Staff is requesting Commission to approve the attached Resolution to enter into a one year agreement with Protection One to provide maintenace services for the security equipment located at the Government Center and Pelican Community Center. REASONS: The City currently uses ADT services for the maintenance services of the City's security equipment located at the Government Center and Pelican Community Center. The agreement with ADT has expired in May 2010 and the City is continuing services month to month. The City solicited written quotes from 3 vendors including ADT, of which Protection One was the lowest at $24,680. The other two vendors quoted as follows: ADT: $30,286.50 Stanley Security Solutions: $33,146.04 FUNDING SOURCE: Governm~nt Center account #10-539-5463 and for Pelican Community Center account # 10-573-5463 ATTACHMENTS: . Resolution http://sibagenda.si bfl.net/agenda/Preview .aspx?I temID=249&MeetingID=0&MeetingDate=... 6/812010