HomeMy WebLinkAboutReso 2011-1820
RESOLUTION NO. 2011- --1 B2()
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING AN
AGREEMENT WITH PROTECTION ONE FOR SECURITY
SYSTEM MAINTENANCE AT THE GOVERNMENT
CENTER AND PELICAN COMMUNITY CENTER, IN AN
AMOUNT NOT TO EXCEED TWENTY-TWO THOUSAND
ONE HUNDRED THIRTY-FOUR DOLLARS AND SIXTY
CENTS ($22,134.60), IN SUBT ANTIALL Y THE SAME FORM
AS ATTACHED HERETO AS EXHIBIT "A", WITH AN
OPTION FOR A SECOND YEAR; AUTHORIZING THE
MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING
THE CITY MANAGER TO DO ALL THINGS NECESSARY
TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR
AN EFFECTIVE DATE.
WHEREAS, the City is in need of maintenance services of the security systems at the
Government Center and at the Community Center at Pelican Community Park, and is currently using
Protection One; and
WHEREAS, the City solicited written quotes from three vendors including Protection One,
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 an Agreement with Protection One,
attached hereto as Exhibit "A", in an amount not to exceed Twenty-Two Thousand One Hundred
Thirty-Four Dollars and Sixty Cents ($22,134.60), for maintenance of the security systems at the City
facilities for a one-year period, with an option for a second year.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Approval of Agreement. The City Commission hereby approves the Agreement with
Protection One for maintenance services of the security system in the Government Center and the
Pelican Community Center, in an amount not to exceed Twenty-Two Thousand One Hundred Thirty-
Four Dollars and Sixty Cents ($22,134.60), in substantially the same form attached hereto as Exhibit
"A", for a one year period with an option for a second year.
Section 2.
Authorization of Mayor. The Mayor is hereby authorized to execute said Agreement.
Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all
things necessary to effectuate this Resolution.
R2011- Protection One Security Agmt for City Facilities
Page I of2
.
I
Section 4.
Effective Date. This Resolution will become effective upon adoption.
PASSED AND ADOPTED this 15th day of December 2011.
ATTEST:
~a~ A (~
Jane A. Hines, CMC, City Clerk
APPROVED AS TO FORM
AND FFICIENCY:
Moved by:
Cq)~~~bl~ f\c;.L\O~
Seconded by:
\("'0 V\!\~ -WM-~R.
Vote: ~-D
Mayor Edeicup
Vice Mayor Thaler
Commissioner Aelion
Commissioner Gatto
Commissioner Scholl
v (Yes)
V(Yes)
V(Yes)
V(Y es)
--0Y es)
_(No)
_(No)
_(No)
_(No)
_(No)
R2011- Protection One Security Agmt for City Facilities
Page 2 of2
p.!.~~~,~,~@
-". ~.. I ;l ! '. '-n..' ';.' '.'.'
COMMERCIAL SCHEDULE OF PROTECTION PROPOSAL AND
SALES AGREEMENT
Branch: 11530
Lazaro
MartInez
Today's Date: 1/9/2012
Customer Information
--
Business Name: City of su~r;;,~~e Beach Pelican Contact Phone: 3057921706
Address: 18115 N. Bay Road Billing Address: 18115 N. Bay Road
SunnY Isle Beach, Florida 33160 SunnY Isle Beach, Florida 33160
FlnandalSummary
Total Equipment and Installation Charge: $0.00
Customer agrees to pay the Total Equipment and Installation Charge shown above, plus applicable taxes (collectively, the "Equipment
Charges"). Simultaneously with the execution of this Agreement, Customer shall pay $0.00 of these Equipment Charges, with a
remaining balance of $0.00 to be paid upon completion of the Instaltat10n and as a precondition of actIvation of the EqulfJrnent and, If
appJlcable, connectfon to the Central Station or direct connection service.
Recurring Service Charges: $45.00 per month
In addition to the Equipment Charges, Customer agrees to pay the RecurrIng ServIce Charges shown above, plus applicable taxes
(collectively, the "Service Charges") for the usage of any Protection One Owned Equipment and any other recurring servIces selected,
such Service Charges to be paid Monlhly, in advance. Customer has made an advance payment of Service Charges in the amount of
S at the time of sale.
Payment at Time of Sale
Payment Type [Details I Amount Paid I Due at Install
I 1 s I s
ANY AND ALL EQUIPMENT AND/OR SERVICES PROVIDED BELOW ARE DESCRIBED IN AND SUBJECT TO THE MASTER TERMS AND CONDITIONS
Site Location Information
Location Name: Pelican Community Park
Address; 18115 N. Bay Road Main On Site Contact: I Susan Simpson
SunnY Isle Beach, Florida 33160
Phone: I I Cell: 17862021160
Sill' 11
System DeSign Information ,
Syslem Design Name: IBurglar Alarm Monitoring IJob.: 1
Transaction Type
Warranty PerIod I Extended ServIce plan
I 12 Months
Alarm System Services
Monitoring Services:
Burglar Alarm
Access Control Systems
Video Services
64~O-l181 - OVlij .SCl 6 0 ~9
f'CPBuf9
Page I Cl!:l
SIB
SIgnaling EquIpment & SelVrces
DevIce Type Service Selections
GSM Prime cell a-Securo
Reporting and Supervision
InspectIons
Equipment Ust
Quantity Malerfal Code Description
EquIpment & Installation $
Monthly fee $45.0
Scope of Work
64704181.0Vltj.SCI6029
PCP8urg
Pase2019
SIB
Mast'!r T'!rms and Conditions
1. Premises, Customer rCustomer" or "you"), as a commercial enterprIse, may now or In Ihe future have one or more physical business local Ions
("Premises") for which you desire to obtain from Protection One {"Protection One, Q "we" or "un various Equipment and Services. Each of your
Premises to be covered by this Agreement shall be listed and described in this Agreement or in a separate Additional Premises Rider which may be
completed and executed by the parties. This Agreement will supersede and govern over any inconsistent provisions contained In any other prior
agreements, written or oral, between the parties concerning any PremIses covered by this Agreement.
2, Charges. In consideration of the Equipment and Services we provide hereunder. you agree to pay Protecllon One the Equipment Charges and
the Service Charges shown above, any activation or other fees, plus applicable taxes (coJlecUvely, the "Charges"', In accordance with Ihe Payment Terms
set forth above. OUR CHARGES UNDER THIS AGREEMENT ARE BASED ON YOUR AGREEMENT TO RECEIVE AND PAY FOR THE SERVICES FOR AT LEAST
THE FULL INITIAL TERM DESCRIBED IN PARAGRAPH 3 BELOW. Jf you prepay the total amount due under this Agreement prior to the end of the Initial
Ttum of thls'Agreement, then there Is no penalty or refund except as otherwise provided herein. Payment of the Equipment Charges Is a precondition to
the activation of the Equipment and any Services you have selected. We may Impose a one.lime late charjte on each payment that is more than ten 110)
days past due, which shall be $5.00 or the highest amount permitted by law, whichever Is less. We may impose returned check charges of up to $25.00
on each returned check. You consent and authorize us to: (I) report your payment performance under this Agreement to credit reporllng agencies; (ii)
obtain and transmit your Taxpayer 10 Number to our affifiates and credit reportlrg agencies for purposes of verifying your credit history and rating; and
(iil) record our telephone conversations with you and the users of Ihe Equipment and Services for verification and quality control purposes. YOU
AGREE NOT TO SEND PROTECTION ONE PAYMENTS MARKED "PAID IN FUll," "WITHOUT RECOURSE", OR WITH SIMILAR LANGUAGE. IF YOU SEND
SUCH A PAYMENT, WE MAY ACCEPT IT WITHOUT LOSING ANY Of OUR RIGHTS UNDER THIS AGREEMENT OR AT LAW, AND YOU WILL REMAIN
OBLIGATED TO PAY ALL FURTHER AMOUNTS OWED TO US, All WRITTEN COMMUNICATIONS CONCERNING DISPUTED AMOUNTS, INCLUDING ANY
CHECK OR OTHER PAYMENT INSTRUMENT THAT INDICATES THAT THE PAYMENT CONSTITUTES "PAYMENTlN FULL" OF THE AMOUNT OWED OR THAT
IS TENDERED WITH OTHER CONDITIONS OR L1MITATlONSOR IN FUll SATISFACTION OF A D1SPUTEDAMOUNT, MUST BE MAILED OR DELIVERED TO US
AT: PROHCTION ONE ALARM MONITORING, INC" AnENTION: EXECUTIVE CUSTOMER RELATIONs,aoo E. WATERMAN, WICHITA. KS 61202
3. Term. The InItial term of this Agreement shall be for (1) years (the "'nitlal Term"l. The Initial Term shall begIn on the date the
Equipment Is Insta!led and Is operational, 3nd when any necessary communIcations connection Is completed. In the case of the InstallatIon of
Equipment or the performance of Services at multJple Premises, the Initial Term for each such individual Premises shall begin on the date the Equipment Is
Installed and Is operational at each such individual Premises. In the case of a sy~tem takeover or renewal of an existing agreement where no new
equipment Is Installed, the Initial Term for each such Individual Premises shall begin at each such Individual Premises when any necessary communications
connection Is completed, or the date the new agreement 15 signed, whIchever occurs last. You may terminate thIs Agreement, at any Urne, upon thilty
(30) days' prior written notice to us. The term of this Agreement and of each Individual Premises shalt automatically renew for successive one (1) month
renewal terms unless we receive your wrlHen termination notice at least thirty (3D) days before the end of the then current term. In the event that you
terminate thIs Agreement or any Individual Premises prior to the end of the then-current term, you agree to pay us, In addition to aU other Charges due
prior to termination, the Charges remaining to be paid for the unexpired porllon of the term of this Agreement or of any Individual Premises. Customer
acknowledges and agrees that this amount is an agreed upon early termination charge In the nature of liquIdated damages. and is not a penalty.
4. Increasesln Charges. We may Increase our Service Charges for each Premises after the third year of the Initial Term for each such Premises (but
no more than once in any twelve (12) month period) by giving you thirty (30) days prior written notice.
5. Additional Charges. Additionally, you agree to pay, or to reJmburse us If we pay, all false alarm fines and assessments, and all taxes, fees or
other ch~rges of 3ny local gowm!mental authority that relate to the (qlilpment or our Services, other than taxes assessed on OUi ne! income. You
further agree to pay: tal all telecommunIcations charges for area code, telephone numbering or other changes; {b} our th!'!n.current charge for
reprogramming the EquIpment to comply with any area code, telephone numbering or other changes; (c) any Increases in our cost for facilities used for
transmitlfng alarm sIgnals under this Agreement; and (d) our charges resulting from services we may add to continue to proVide the Services to you, due
to 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 moditicatJons to the Equipment due to changes in standards and regulations of governmental or regulatory authorities,
including but not limited to, the Federal Communications Commission ("FCC), any state or local Fire Marshal, the National Fire Protection Association,
Underwriters laboratories, nre or ~)QI1ce department. You agree to pay a service charge If we respond to a service call or alarm al your Premises which Is
due to your 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 the EquIpment. Payment for such additional charges Is due upon receipt of our Invoke for such charges.
6. Installation and Sale. IA) We Install Equipment accordine to local codes and ordlnance~ (if appUcabfe) and according to your particular
preferences. Installation 0' EquIpment 15 subject to the followIng conditions: (11 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 120V AC electrical outlets for
power equipment In locations designated by the installer; and (4) You will be responsible for liftIng and replacing carpeting, if required, for Installatlon of
floor mats or wiring, There may be areas whelethe installet determines that It Is Impractical to conceal equipment and Wiring. You must within ten (10)
days after the Installation 15 complete, inspect the Equipment and notify us In Wilting of any problems. Olhel'\vlse, you will be deemed to have
conclusively accepted the Equipment. If asbestos or other hazardous materials ("Hazardous Materials") are encountered during installation, then
Jnslallation work will cease until you, at your sole cost and expense, remove such Hazardous Matetlals. Protection One shall not be responSible for
securing any Premises during the period of Installation. (8) Owneuhlp of the EquIpment that we Install under this Agreement shall be described in the
paragraph taled ''lran..actlon Type" on page 1 of this Agreement, or on a separate Adtlitlon;J1 Premises Ride., or Schedule of Protectioo, and shall be one
of the following: II) OutrlJ!ht S.1!le. If you have elected to purchase the Equipment, then, e)(cept as set forth below, you will own the Equipment we
install at your Premises when you pay the full purchase price described on page 1 of this Agreement, or on a separate Additional PremIses Rider or
Schedule of ProtectJon. Notwlthstandl,lg anything In thIs Agreement to the contralY, ownership of (<I) any communication device thaI makes use of
radio, cell~lar or internet communication palhs (Including without limitation, all equipment assocIated with ^!armNet') shall be retained by Protecllon
One or Its owner, and (b) certain Intellectual property associated with the Equipment and our Services, such as celtain software, data and
Installer/programming codes, shall remain the properly of their respective owners. (II) Protection One Owned Eauloment. We retain ownership of the
Equipment we Install at your Premlse~. Upon the termination of this Agreement or any Individual Premises, you aglee that we may enter your Premises
and remove our Equipment (including external signs and decals) and/or disable the Equipment. Should you fail or refuse to allow us a(Ces~ to ycur
647001161.DVl6.SC16Ui!9
PCP BVlg
"'ag1l3019
SIB
Premises, you also agree to: (a) pay us our reasonable charges for the EqulpmC!nt, and (b) reimburse us for any other costs (including reasonable
auorMYs' fees) that we may incur In seeking to gaIn access to removc the Equipment and/or to collect such charges. We have no obligation to repair or
redecorate your Premises after any such removal. Our removal, disablltlg or abandonment of such Equipment does not constitute a waiver of our right
to collect any unpaid Charges. (ill) ThIrd Partv Financed Sale. If you have elected to finance the purchase of some or all of the Equipment with a third
party lender or leasing company, then title to the Equipment may be held by your lender/lessor as security for your loan/lease Obligations. The telms of
your agreement with lhe lender/lessor may require you to maIntain insurance, may make you responsible for vallous other costs and fees, and may
obligate you to pay the lender/lessor regardless of Protection One's performance hereunder. Protecllon One makes no recommendations on lending or
leasitlg sources and Is not responsible for your selection of a lendIng or leasing source, or the terms of your agreement with the lender/lessor, and
Protectfon One hereby disclaims any and all liability in connection with your arrangement<> with YOUI lenderfJessor. (Iv) Conversion of blstrn"
EaulDment. If you currently have eXiSting and compatible equipment at your Premises, we may utllile such equipment. Such existing Customer owned
equipment shall remaIn your properly. We may elect to repair or replace your non functioning eltistlng equipment to pfOvlde our Sef'Jlces and you agree
to pay us our then. current charges for any such replacement equIpment, and you agree that any repaIrs needed to make the existing equipment
operational will be performed on,'l time and materials basis at our then. current time and materials rates. We do not warrant equipment that we do nOl
install. Out pricing and your costs under Ihis Agreement are based on the 3HumpUon that any existing equipment In your Premises Is compalible and Is
in gooa opetating condition. II we determine that your exisling equipment Is incompatible or Is not In good operating condition, then additional ch3rgeS
may apply, (C) Risk of lou, Protec.tlon One Is nOlllable or responSible for any damage, loss or casualty of or to any Equipment from any cause beyond
our reasonable control. NO SUCH DAMAGE, lOSS OR CASUALTY Will AFFECT YOUR RESPONSIBILITIES AND OBLIGATIONS UNDER THIS AGREEMENT.
Unless you have purchased and paid the full purc.hase prIce for the EquIpment, in which case the risk of loss 10 the EquIpment Is solely yours, you must
keep the Equipment insured against all risks of loss In an amount equal to the replacement cost and, al our request, have us listed on Ihe policy as the
"loss payee."
7. Termination of Services; Default. (A) We may, at any timp. upon twenty.four (24) houfs prior notice, tCfmlnate this Agreement and the
ServIces at our optfon and without liability If: (l) Our Central Station, equipment or facilltles, or the telephone network, are destroyed, damaged or
malfunction so that It Is impractical for us to continue the Sef'JICe5; (2) We cannot acquire or retain the transmissIon connections or authorbation to
lra'lSml! signals between your Premises and our Central Stallon 01 between our Central Statlon and any Emergenty Response Providers; (11 We
determIne thai it is impracUcal to continue our Sef'Jlces due to the modificatIon or alteration of your Premises after Installation of the EquIpment; (4)
The Equlpmenl generates excessive false alarms due to circumstances beyond OUf reasonable control; or (S) You or your personnel fall to follow our
recommendaUons to repair or replace any defective pa/ts of the Equipment not covered under the LImited Warranty or Extended Sef'Jke Plan (Jf
applicable!, or faJllo follow operating Instructions for, or tamper with, the Equipment. Additionally, upon thirty (30) days prior notice to you, we may
telmlnate thIs Ag/eement for any other leason at our discretlon, If we terminate this Agreement for any of these reasons, then we will refund any
advanc.e Serv1c.e Charges for Sef'Jices to be provided after the termination date, less any Equipment Charges still due, but we shall not be liable as a
result of any such termination. (B) In addition. you shall be In bleach, and we may, at our optfon, terminate this Agreement and exercise our remedies
for the enforcement of this Agreement If: (1) You fall to pay any Charges or other amounts due hereunder Of under any olher agreement you have with
us, and such failure continues for ten (lOI days after we provide written notice to you; (2) Any rep/esentatlon 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; (4) you otherwise fall to comply with any non. monetary obligation or c.ovenant contained herein or in any other agreement you have with us,
and such failure continues for thirty (30) days after we provIde written notice to you; (S) You deny us reasonable access to the Equipment loc.ated at any
PremIses; 01 (6) You become a deblor in a bankruptc.y or other Insolvency proceeding. We may charge you interest at the highest legal rate allowed on
past due amounts. You agree to pay us all reasonable costs, fees and expenses Incurred by us In connection with the enforcement of this Agreement,
includIng collection ellpenses, court costs, and reasonable attorneys' fees. (C) Any default by you under this Agreement shall also be a default by you
under any other ag/eement between you and us. (0) You may termInate this Ap;reement if we breach any material provision hereof and we fall to cure
such breach within thirty (30) days following your written notice thereof. In addition, you may, upon thirty (30) days prior written notice, termin;;Jte this
Aireement If we bec.ome a debtor in a bankruptc.', or other insolvency proceeding.
B. Representations and Warranties. You fepresent and warrant that you: (al requested the Equipment and Services spc<lfied In this Agreement
for use In commercial purposes and not for personal, family or household purposes or for or on behalf of a third palty; (b) own the Premises or
otherwise have the legal authority to authorile us to Inslall the Equipment in the Pfemises; and Ic) will c.omply with all laws, c.odes, and regulations
pertaining to the Premises and your use of the Equipment or our Sef'Jlces.
9. We Are Not an Insurer. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINEO IN THIS AGREEMENT, YOU AGREETHAT; fA) WE ARE
NOT AN INSURER OF YOU, PERSONS WORKING OR OTHERWISE PRESENT AT YOUR PREMISES, OR OF YOUR PREMISES OR ITS CONTENTS; IO}IT IS
YOUR RESPONSIBILITY TO OBTAIN ADEQUATE INSURANCE (OVERING YOU, YOUR PREMISES AND ITS CONTENTS, YOUR EMPLOYEES, INVITEES AND
OTHER AFFECTED PERSONS AND PROPERTY; IC) OUR CHARGES ARE BASED ON THE DETERRENCE AND OTHER VALUE OF THE EQUIPMENT AND
SEAVICES WE PROVIDE AND OUR LIMITED LIABILITY UNDER THIS AGREEMENT, AND ARE NOT BASED 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 (0) THE
EQUIPMENT AND SERVICES MAY NOT ALWAYS OPERATE AS INTENDED FOR VARIOUS REASONS, INCLUDING OUR NEGLIGENCE OR OTHER fAULT. WE
CANNOT PREDICT THE POTENTIAL AMOUNT, EXaNT OR SEVERITY OF ANY DAMAGES OR INJURIES THAT MAY BE INCURRED BY YOU AND OTHER
PERSONS WHICH COULD BE DUE TO THE FAILURE OF THE EQUIPMENT OR SERVICES TO WORK AS INTENDED. AS SUCH: (I) YOU AGREE THAT THE
LIMITS ON OUR L1AOILlTY AND THE WAIVERS AND IND[MNITIES SET FORTH IN THIS AGREEMENT 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 (Ill) EXCEPT AS PROVIDED IN PARAGRAPH 10 BELOW, YOU WAIVE ALL RIGIlTS AND REMEDIES AGAINST US,
INClUDING All RIGHTS OF SUBROGATION, THAT YOU, ANY INSURER OR ANY OTHER THIRD PARTY MAY HAVE DUE TO ANY LOSSES OR INIURIES You
OR OTHERS MAY INCUR. THIS PARAGRAPH 9 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND YOUR ACCOUNT, AS WELL AS
VOlUNTARY PAYMENT IN FULL BY YOU, ANY tEGAl PROCEEDINGS BY US TO COHEa A DEBT OWEi> BY YOU, ANY BANKRUPTCY BY YOU, AND/OR
ANY SALE BY US OF YOUR ACCOUNT,
10. Indemnity; limItation of Liability,
{al Ir.demnitv. We will hold yeu, your offlcers, dir~ctors, agenls and employees, harmless from <lny claim, demand, losses, ~hmages, lnj!Jrle~
(including death), liabilities or other expenses (''Losses'') to the extent and only to the elltent that such Losses result solely and directly from the
negligent acts or omissions of Protection One, Its agent'> or employees, during and withll\ the scope of employment of such persons while present at a
641041l;lI-DV16.SCI602iir
pePBlnO
Page40fg
S/8
Premises; orovlded. however. that the terms of this Paragraph lO{a) shall not apply to, and we shall not In any event be liable for, lOsses; (I) arising out
of, resulting from, or in any way due or attributable to, the conditIon, nonfunctionlng, malfunction, faulty design, faulty Installation, or failure In any
respect of the Equipment or Services to operate or perform as intended (collectively, "Alarm failure Events"), regardless of whether such Alarm Failure
Events arise out of the negligent acts or omissions of Protection One, il'; agents, employees, subcontractors and/or suppliers (including software
suppliers); and/or (il) any loss of or damage to any computer system or electronic data arising out of, resulting from, or attributable to, an Alarm Failure
Event or your request for our technician to access your systems or program your firewalls, routers and switchcs. Any liability of Protection One for
Alarm Fallurc Events or losses arising out of Alarm Failure Events Is strtctly limited pursuant to Paragraph 10(b) below.
(b) Umitatlon of L1abilitv for Alarm Failure Events. NEITHER WE NOR ANY PERSON OR ENTITY AFFILIATED WITH US SHAll8E L1A8lE FOR ANY
LOSSES ARiS]NG DIRECTLY OR INDIRECTLY FROM ANY ALARM FAILURE EVENT. WE ARE NOT liABLE UNDER ANY CIRCUMSTANCES FOR THE
ADEQUACY OF THE EQUIPMENT DESIGN OR DESIGN CRITERIA ESTABLISHED BY YOU, YOUR DESIGN PROFESSIONAL, OR lOCAL CODE REQUIREMEN1S.
IF, NOTWITHSTANDING THE PROVISIONS OF TlilS PARAGRAPH 1OIB), WE OR ANY PERSON OR ENTITY AffiLIATED WlTU US ARE DETERMINED TO BE
RESPONSIBlE FOR ANY LOSSES ARISING FROM ANY ALARM FAILURE EVENT, YOUR CLAIMS AGAINST US AND/OR ANY PERSON OR ENTITY AFFILIATED
WITH US SHAll BE LIMITED TO $2,000.00. THIS AMOUNT IS YOUR SOlE AND EXCLUSIVE REMEDY FOR ANY ALARM FAilURE EVENT, EVEN IF CAUSED
BY PROTECTION ONE'S NEGLIGENCE OR THAT OF OUR AFFILIATES OR OUR RESPECTIVE EMPLOYEES OR AGENTS. 8REACH OF CONTRACT, BREACU OF
WARRANTY, STRICT LIABILITY, OR OTHER FAULT. AT YOUR REQUEST, WE MAY IN OUR SOLE DISCRETION AGREE TO ASSUME ADDITIONAL liABILITY
BY TUE ATIACHMENT OF AN AMENDMENT TO 1HIS AGREEMENT STATING THE EXTENT OF OUR ADDITIONAL L1ADILlTY AND THE ADDITIONAL COST
TO YOU. YOU AGREE THAT WERE WE TO HAVE LIABILITY GREATER THAN THAT STATED A80VE, WE WOULD NOT PROVIDE THE EQUIPMENT OR
SERVICES.
(cl Intellectual Prooertv Indemnification. If Protectfon One has received from the manufacturers of the EquIpment \Ve Install, an aereement to
indemnity and/or defend any claim or suit or proceeding brought agaInst ProtectIon One based on a claIm that the sale, use or transfer of any
Equipment Is an InfrIngement of any third party's patent or property rIghts, then Protecllon One shall indemnIfy you and defend you against all such
claims to the extent land only to the extent) such an indemnity and/or defense is provided by the pertinent Equipment manufacturers. Should you
receive notice that the EquIpment allegedly Infringes the rights of any third party, you shall promptly notify Protection One In writing, and shall give full
authority, informallorl and assIstance to ProtetUOn One In connection with ]ts Inve~tlgallon of the claim, and In tonnectlon with anyseltlement or
compromise of suth claim made with your consent, which shall not be unreasonably withheld, conditioned or delayed. In addition, Prolectlon One may,
at its sole cost and e>:pense, elect to replace or modify the EquIpment so that alieged InfrIngement will not exist; Drovlded. however. that such
replacement equipment or modined equipment will continue to have at least the same functionality and performance specifications as the EquIpment
Installed pursuant 10 thIs Agreement, and shall be acceptable to you In your reasonable discretion. Protection One shall not have any other liability to
you with respect to c]alms ofintelfectual property infringement.
(dl Conseouentlal Damal1es. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHAll WE BE LIABLE TO YOU
OR ANY OTHER PERSON FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECULATIVE, SPECIAL, EXeMPLARY, OR OTHER INDIRECT DAMAGES,
INCLUDING, BUT NOT LIMITED TO, lOSS OF BUSINESS, PROFITS, USE. DATA, OR OTHER ECONOMIC ADVANTAGE, EVEN IF WE HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
(e) Survival. The terms of thIs Paragraph 10 shall survive the termInation of this Agreement and of your Account, as well as voluntary payment in
full by you, any legal pfoceedings by us to collect a debt owed by you, any bankruptcy by you, and/or any sale by us of your Account.
11. Hold Harmless. If any third party files any claIm or legal action against us, or any other person or entity authorized to act on our behalf, arising
from any Alarm Failure Event as defined In Paragraph !O{a) above. then you agree to indemnify, defend and hold US, completely harmless from any such
actions, IncludIng all damases, ('l(pcnse~, l,:O~ts. and altorr:t::ys' fees we inc!,;r. Thl~ indemnjfjcaUon shall apply even if such a,tiuns ildse from our
negligence, breach of contract, breach of warranty, strict liability or other fault (and/or the negligence, breach of contract, breach of warranty, strict
liability or other faull of our Subconlractors and/or suppliers, including our software suppliers), subjfct to our limited liability set forth above. This
provisIon shall survive the termlnat]on of this Agreement and your Account, as well ,u voluntary payment In full by you, any legal proceedings by us to
collcct a debt owed by you, any bankruptcy by you, and/or any sale by us of your Account.
12. Customer Dutfes. You agree to: (a) Instruct all persons who use the Equipment on its proper use; (b) test the Equipment's protective devices
and send test signals monthly to our Central Station; (c) turn ofl. control or remove all air conditioning systems. heaters and other Items that Interfere
wIth alarm detection devices; (dl notify us Immediately if a problem with the Equipment occurs; Ie) obtaIn and keep In effect all permits and licenses
that may be required for the Installatlon and operatIon of the EquIpment; (fl pay all usage fees Imposed by any governmental authority In connection
with Ihe Equipment; (g) prOVide us a complete Monitoring Informal1on Schedule so we may caU your designated contatts in the evenl we reasonably
believe there is an emergency at your Premises; (h) provide us any other emergency informatiOn we may requesl; (i) promptly update us In writing with
any Changes to your MonitorIng Information Schedule; and (j) notify us prior to any change In your phone service, Including, but not limited to a
disconnection of your regular phone line or any change In vendors of your phone service. Your failure to perform under thIs Paragraph 12 is a material
breach of this Agreement. You agree that we may prOVide the Information on the Monllorlng Information Sthedule to any governmental authority
having Jurisdiction over us or the Equipment. LOCAL AUTUORITIES MAY NOT RESPOND TO ALARM NOTIFICATIONS UNTIL ALL PERMITS AND LICENSES
FOR USE OF THE EQUIPMENT HAVE BEEN OBTAINED, AND THEREFORE WE MAY NOT BEGIN MONITORING Tl-IEfQUIPMENT, AND MAY NOT DISPATCH
EMERGENCY AUTHORITIES IN THE EVENT OF AN ALARM ACTIVATION, UNTIl YOU HAVE OBTAINED, AT YOUR EXPENSE, ALL NECESSARY PERMITS AND
LICENSES, AND PROVIDED US WITH THE LICENSE OR PERMIT NUMBER.
13. Services.
A, Monltorl"" Service5. If you have subscribed to Monitoring, Signal Receiving and Notification Services, \Ve shall program the Equipment to
commllnkate to our monitorIng filClHty ("Centra] Station"). When the Central Station receives iln alarm sIgnal from the Equipment (an "Alarm Event"l.
we will make reasonable efforts, consl~tent with local laws and our response policIes, to contatt the appropriate local emergency response provider
("Emergency Response Provider" or 'lRP'"). 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. local govl!rnmental rl!gulatlans and industry standards designed to reduce false alarms may result in conditions or
restrictions on the dispatch of ERrs in response to an Alarm Event, and such conditions or restrictions may result in delays of notification of authorities
or require that additional measures be taken to verify the Alarm Event before dispatch. We do not guarantee that such additional measures will be
64704181.UV16.$C16029
PCP BV'\1
1';;o985QI9
S/8
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 govetnmental or insurance requirements, or otherwise In our sole dlscrellon, alter, amend Ot
discontinue any of our pOlicies and procedures for alarm response, Also, you acknowledge and agree that any speciallmtructions provIded by you for
the handling of alarm signals must be presented and agreed to by us in writing. We may, In our sole discretion, reject your special instrmtlons. You
understand that any deviation ftom our normal Alarm Event handling procedures may result In increased risk of loss or damage 10 you and your
Premises,
(I) Telecommunications. You agree to provide a traditional telephone connectiOn to the Public Switched Te!ephone Network. Such connection
shall have priority over any other telephone or other equipment, and shall be within ten (10) feet of the Equipment control panel. You acknowledge that
your use of DSL, ADSl, Digital Phone, or Volee over Inlernet Protocol (VoIP), or other Internet based phone services may cause sIgnal transmission to our
Central Station may be Interrupled, and that we do nol recommend use of such services for signal transmission unless supplemented by a backup
service which may be provIded by us for an additional charge, If the Equipment Is configured to operate over such nontraditional service, or If you
change your phone service 10 a nontraditional phone service after installation, then you aCknOwledge that Signal transmission may be Interrupted by
Irregularities or Changes in that service, power outages, and ather circumstances beyond our control. ACCORDINGLY, IMMEDIATElY AFTER THE
INSTALLATION OF OSt, ADSt, DIGITAL PHONE, VoIP, OR OTHER BROADBAND OR INTERNET PHONE SERVICE YOU MUST NOTIFY US AND MUST TEST
THE EQUIPMENT'S SIGNAL TRANSMISSION WITH THE CENTRAL STATION, At your request, we may provide alternative forms of alarm communlcatlon
utililfng your broaduand internet service or a radio or cellular based system. You authorize us, on your behalf, to request services, orders or equipment
from a telephone company or other company providing signaltrilnsmisslon or recepllon services or facilities under this Agreement. These services
include providing lines, signal paths, scanning, Irammisslon and/or reception. You agree that the telecommunicatIon provider's liability Is Jlmlted 10 the
same t'xtent our liability Is limited pursuant to the terms of this Agreement.
(II) Olgllal Communicator. If connection to OUr Central Statlon Is to be by Digital Communicator, you agree to prOVide a connection vIa a registered
telephone Jack to a terephone channel required for the Equipment. Such connecHon shall have priority over any other telephone or Customer
equipment, and shall be within ten (IO) feel of the Equipment control panel. At your request, tlnd at your sole cost and expense, we will prOVide such
connectIon. You also acknowlC!dge that our Central Station cannot receive signals should your transmission mode become non.operatlonal for any
reason, and Ihat signals from the digital communicator cannot be received If the transmission mode is cut. Interfered with, or Is otherwise damaged,
IIjl) Radio Interface. If connection to our Central Station is to be by radio frequency, such as cellular or private radio, there may be times when the
Equipment will be unable to acquire, trammit, 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
communlCilt/ons is recommended. Also, changes In rules, regulations and policies of the FCC and other governmental bodies may require
dlscont1nuatJon or modification of some or all of these SelVlccs.
B. Inlernet Protocol Based Sel'Vlces. If any of the Services you select communicate or transmIt over an Internet protocol based service, you
acknowledge and agree that: (I) you will maintain 120V AC power supply for each device; (ll) we are not responsible (or your net\vork or Internet
services, which moly be affected by conditions beyond our control, olnd that any Interrupt!ons In your network or internet service may cause the Services
to fall to operate as Intended; (Iii) you may be required to maintain a static IP address, which may require you to Incur additional costs, and that any
changes to your IP address may cause a service Interruption; (IV) you may be reqUired to open certain portis) on your firewall for proper communication;
and (v) you are responsible for the configuratIon of your routers, flrewalls, switches, and hubs, if applicable, to ensure communication with our Central
Station.
C. limited Warrantv, Subject to the Iin1italions and exclusions set forth below, during the Warranty Period fallowing installation reflected on page
I of this Agreement, or on a separate Additional Premises Rider or Schedule of Protection, we will at our cost, repair or, at our option, replace, any
defective part of the Equipment we Install, Including wiring, and will make any needed mechanical adjustments. We will use new or reconditioned parts
for replacements. Our oblig.Jtions 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 rights in addition to or different from those described herein.
0, Extended Service Plan, Subject to the Ilmitations and exclusions set forth below, if you have subscribed to our htended Service Plan, then In
lIeu of our Umited Warranty obligation, we will at our cost repair the Equipment we Install for the durat10n of the term of such htended Service Plan.
Vour participation in the Extended Service Plan wlll automatIcally renew for Successive thirty 130) day terms at our then-current htended Service Plan
rates unless terminated by either party's written nolice given at least thirty (30) days before the end of the then. current term. If you subscribe to Ihe
Extended Servlc.e Plan alter Ihe Inlllal1nstallatlon, the Equipment must be In good working condition at the time of subsulption. To purchase our
Extended Service Plan, call1.SOO-GET-HEtP.
E. CameraslV/deo. We will Install and connett the camera devices described In this Agreement at your Premises. You acknowledge and agree that:
(II the Equipment Is being Insta1it'd at your specific request and is for the safety and security of the employees, Invitees and other persons at the
Premises. and for no other purpose; (ii) the Equipment will only be Installed in public areas within Ihe Premises, and wlll not be Installed or utlliled in
any area where persons have a reasonable expectation of privacy, such as bathrooms, etc.; and (IIi) You wilt provIde adequate illumination under all
operatfonal COnditions for the proper operation of the video camera and will provIde the 120 AC power supply where required. Based on the foHowing
service selections, the camera(s) will be configured as follows: (1) e.Secure Video: the camera(s) may Ii) provide live streaming video which may be
vIewed from your Prot~ctlon One account on a PC with adClludte internet conneclivity, or (iil send video refated 10 sllecific Alarm Events which mav be
forwarded to your e.mail account or mobile device. Protection One will not receive or store these video recordings. m Verification Video Selvlce: the
Equipmenl will be conrlgured to send Images to an alarm operator for verification of video imagesdireclly a~soclated with fire, burglary, panic, or critical
condition alarm signals. (31 Remote LQ..1.Jlj;: an alarm operator will revlt'!w video images at regular Intervals as sclledult'u by you for Images asso<lilteLl
with crlt!cill ilnd non.criUGII pvents ('I( conditions as deHI1t'd by you and accepted by us.
F. RadiO/Cellular Service. (i) s'cwreCeU': We will instail and connect a radio or ceHular transmissIon device to the Equipment. rhe transmiSSion
device wiJI be a backup communication link Y/Ith our Central Slatlon In the event that your regular telephone service or primary communlcallon link to
our Central Station l~ dlsrupled. (II) PrlmeCp-II"': If you select PrlmeCell'" servIce, a radio or cellular trammlHlon device will be the Equipment's only
bHfl4181 -OYlb .5el 60~fs
PCPBJ'9
Pago6019
S/8
communfcation~ link with our Central Station. If you have selected SecurcCell or PrimeCell services, then you acl<.nowlCldge thatthcrCl may be times when
the Equipment will be unable to acquire, transmit or maintaIn an alarm signal, and that radio frequency transmlHlons maybe Impaired or InleHupted by
a vatle-ty of conditions alld drcumstallce~ be-yond our reasonable control, including storms and power failures. Accordingly, the utiHution of a backup
means of communication with our Central Station is always recommended. Also, changes in rules, regulations and policies of the FCC and other
governmental bodie.s may requIre discontinuation or modification of some or all of these ServIces. Should your cellular or radio transmiltermalfunctlon,
It could interfere with Ihe 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 Immedlale access to your transmilter In the event of such a malhmctlon or
emergency, and YOII "gree to pHmlt access to such persons In such an event. Should you reruse to provide such access, you agree we wlll be entitled to
obtain an ex parte courl order permitting access to either repair or remove the trammitter, or take such other steps as are appropriate under the
circumstances. You agree to pay all reasonable expeme~, Including attorneys' fees, we Incur In connecllon w1th such proceedIngs.
G. ~ If you have subscribed to e-Secure servIces, you will have access to your monitoring account via an Internet or other connection, and
will be able to remotely arm, disarm and make changes to, and receIve various notifIcations from, the Equipment. Based on your account configuration,
you may also receive e.mall, text or video transml!.slons notifying you of selected events that occur with the Equipment. You agree that Ihese
notifications are not Intended to replac.e our professIonal monitoring services and understand that there Is Inherent risk associated with respome to
potential Alarm Evenls. Under no circumstances will we be liable for any loss, injury or damage of any kind Incurred as a result of your response to
these notifications. We are nol responSible for any software or hardware purchases necessary for you 10 remotely access the Equipment. Also, we arc
flot responsible for your internet, cellular or telecommunication services, which can be affected by condltl(Jns beyond our reasonable conlrol.
H. Direct Connect SelVlces. If this Agreement so indicates, we will Install a direct connection to the law enforcement, lire department or other
agency shown on your Monitoring Informallon Schedule. Alarm signals lfansmitted by the Equipment will be m(Jnitored by the police and/or lire
departments or other ERP's or their agents. You acknowledge and agree that such agencies are not the agents of Protection One. Pr(Jtection One hereby
disclaIms any responsibility for the manner In which such signals are monitored, and/or the response, or lack of response, to such sIgnals by the pers.ons
monitorIng the EquIpment.
I. Insoectlons. We will provide the number of inspections of the Equipment as speCified In thIs Agreement durIng our normal working hours and
subjec.t to the conditions and exclusions set forth In Paragr.1ph 14 below.
J. Alarm Verlflcatlon. If your police or fire department now or in the future reqUires physIcal, visual or other verification of an emefllenty
condition before responding to a request ror assistance, Ihen you agree to subscribe to such verification service, or otherwise comply wilh such
requirements. We may charge an additIonal fee for such service.
1<. DevIce Verification ServIce. If you subscribe to Device Verification service, EqUipment will be Installed which, as to certain locations (n the
Premises, requires the activalfon of two (2) or more sensing devices, requires a second ac.tivatlon of a single alarm sensor, or requIres 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.
l. Vault Protection. You represent and warrant to us that any vault covered under this Agreement by sound or vibration detec.tlon systems has
the minimum construction characteristics prescribed by the Underwriters' Laboratories, Inc. You agree to test any ultrasonIc, microwave, capacitance or
other electronic equipment deslgn3ted In thIs Agreement prior to setting the Equipment for closed perlod~ according to procedures established from
lime to time by Protec.tion One, and to notify us promptly in the event that such equipment fails to respond to the test.
14. limitations on our Warranty. Extended Service Plan and Service Obligations. We perform repair services only during our normal working
h(Jurs which are 8;00 a.m. to 5:00 p.m., Monday through Friday, excluding holidays. IF YOU REQUEST US TO PERFORM REPAIR SERVICES OUTSIDE OF
OUR NORMAL WORKiNG HOURS, THEN WE MAY REQUIRE YOU TO PAY FOR OUR SERVICES AT OUR THEN.CURRENT RATES FOR LABOR AND PARTS.
The ElCtended Service Plan shall apply to consumable items such as batteries, and to wIndow foil, s.ecurity screens and elClerior mounted devices, only for
the Warranty Period following installatlon. In addilfoo, we have 00 oblfgatlon under our limited Warranty or Extended Servic.e Plan if we determine that
any of thl' following conditions caused the need for sef\flte: (A) Damage resulting from storms, natural disasters, accIdents, acts 01 God, strikes, riots,
"oods, terrorIsm or any other cause beyond ProtectIon One's reasonable control; (8) Your failure to properly dose or secure a door, window or other
point protected by an alarm device, or to properly follow operatIng Instructions; Ie) Telephone line malrunctlons or modifications to your telephone
service that render It Incompatible wllll the EquIpment or our Central St.1tJon; (0) Your failure to provide ordInary maintenance to the Equipment or Its
components (repairs due to ordinary wear and tear are not excluded under our Extended Service Plan), or you permit .1oyone other than our authorized
represent.1tive to perform service on the EqUipment; (EI Physical alterations to your Premises or to the Equipment, or made necess.1ry by damage to
your Premises or the Equipment; or IF) Any of the reasons described In Paragraph 5 abOve. Our warranty applies only to Equipment Installed by us. You
must furnIsh the necessary electrical power al your expense to obtain warranty sef\flces. Charges for non-covered repairs will be at our then-current
labor and malerlal rates., Including a minImum visit or trip charge. OTHER THAN THE LIMITED WARRANTl' AND OUR OBLIGATIONS UNDER TIlE
EXTENDED SERVICE PLAN (IF SUBSCRIBED TO), WE MAKE NO GUARANTl' OR WARRANTl' OF ANY KIND WITH RESPECT TO HIE SERVICES WE PERFORM
OR THE EQUIPMENT WE PROVIDE UNDER THIS AGREEMENT, INCLUDING WmiOUT UMITAOON, ANY IMPliED WARRANTY OF MERCUANTABILITY,
SUITABIliTY, CONDITION, OR FITNESS FOR A PARTICULAR PURPOSE.
1~. Oelays. We shall have no liability for delays in Installation of the E'1uipment or for the consequences thereof, however c<,used, or lor
inlerruptlons of Service or for the consequf>nces thereol, due to strikes, riots, floods, acts of God, teltorlsm, or any other causes beyond the reasonable
conlrol of Protection One, and Protection One will not be required to provIde Services or substitute services to you while any Interruption of Services
due to any such causes shall cOntinue.
16. AssIgnment. You may not assign any of your right,> or obllgatlons hereunder, whether by operation of I<lw or otherwise, without our prior
written come nt, which shall not be unreascn3bty withheld, conditioned or dc13ycd. N:Jtwithstandlng the foregoing, provided you are not In default
under Ihls Agreement, you may assign thIs Agreement In its entirety, without our consenl, In connection with a merger, acquisition, corporate
reorganilation, or a sale of aU or substantially all of your assets, to a person or entity which expresSly assumes and agrees to perform your obligations
6HC418r. DV16 .SC16029
PCf'9l1IQ
t'ag!ll~19
SIB
hereunder. Subject to the forego)(lg, this Agreement shall bind and Inure to the benefit of the parties, and lheir respective successors and permitted
assigns. We m<lV assign this Agreement or subcontract any or all of our obligations under this Agreement without your consent and without notice to
you. The provisions of this Agreement {II apply to and Inure to the benefit of each of our assignees. subcontractors and/or suppliers (Induding our
software suppliers), and {iil bind you to all such persons or entilies '.'11th the same force and effect as they bind you to Protecllon One, This Indudes the
protections set forth in Paragraphs 9, 10 and 11, In this Agreement, "Services" shall be deemed to Include alt alarm monltoring.related services,
Including but not limited to all such services provided, in whole or In pari, though or in common with any software that we license from our software
suppliers.
17. Severabili1Y. It any of the provisions of this Agreement shall bl! determined bya (Qultof competenljurisddion to ue Invalid or unenforceable, then
the remaining provisions of this Agreement shall remain In full force and effect.
18. Arbilrallon of Disputes. It Is the intention of the parties that whenever possible, if a dispute or controversy arises hereunder then such dispute
or conlroversy shall be settled by arbitration In accordance with the pfOcedures, rules and regulatfons of the American Arbitratfon Association. The
decision rendered bV the Arbitrator shall be final and binding upon the parties and Judgment upon the award rendered by the arbitrator may be
entered In any cour1 having Jurlsdlction. Arbitration shall be held In Miami-Dade County, florlda. AU costs of arbitration and 3110rneys' fees Incurred by
the parties shall be paid by the non-prevailing party or, if neither party prevails on the whole, each party shall be responsible for a portion of the costs
of arbitration and their respective attorneys' fees as may be determined by the court on confirmation.
19. Legal Actlons. AIi claims, disputes and legal actions arising under this Agreement (a "legal Action") will be governed by the laws of the State
where your Premises Is located and any appiicablc Federal laws, without rc-gard to confiict of law principles. You agree to file any claim, dispute or
Legal Action arising out of this Agreement, the EquIpment or our Services (whether based In negligence, breach of contract, breach of warranty, strIct
liability, or other fault) within two (2) years after the date the cause of act/on for such claim accrued. This provision shall survive the termInation of this
Agreement 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, and/or any sale by us of your Account.
20. EnUre Agreement, This Agreement Is the entire agreement between you and us, ann supersedes all previOUS contracts or agreements between
you and us regarding "I(lrm or shnllar services. You agree that we are not bound by any representation, promise, conultlon, Inducement or WiWclrlty,
express or Implied, not Included In this Agreement. The terms and conditions of this Agreement shall govern over the provisions of any other document,
includfng but t10t limited to your purchase orders. with Inconsistent terms.
21. Execution. This Agreement and any sfgnatures on It may be transmlttc-d and delivered by facslmlle or other electronic means (such as e.mail),
and all such signatures and electronic transmissions of this Agreement are to be treated as originals for all purposes and given the same legal forc.e and
effect as a signed paper contract. In addition, this Agreement may be signed and accepted electronically by both parties, and the mutually accepted
verSion of this Agreement, whether printed or electronic, also Is to be treated as an original for all purposes, with the same Il'!gal force and effect as a
signed paper contracl. Your obligations under this Agreement arc bInding on all authorized users of the Equipment. Each party has substanUally
participated In the drafting and negotiation of this Agreement, and no provision hereof shall be construed against either party by virtue of the fact that
such proviSion was drafted by such party. Each party represents and warrants that it has the unqualified rIght to enter thIs Agreement, and that It has
the right to perform all obligations under this Agreement.
Protectlon One Alarm MonItorIng, Inc. licensing Information. AlABAMA: Electronic Security Board of licensure, 7956 Vaughn Road, Suite 392,
Montgomery, Al 36116, Telephone 334-264.9388. Al: 643, S33, 744, 1018. 28211, A.OI06; ARKANSAS: Alkansas BOMd of Private Investigators and
Private Security 1 Stale Pelic;:. Plaza Orive, Utile Rock, Aft 72209, 501.618-3600; U(!j7.122; ARIZONA; ROCi9024G; CALIFORNIA: Alarm company
operators ar~ licensed and reGulated by the Bureau of Security and Investigatlv~ Sef'llces, Depclltment of Comumer Affairs, Sacramento, California
95814. CONTRAaORS ARE REQUIRED BY LAW TO BE LICENSED AND REGUlATED BY THE CONTRACTOR~' 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 TtlE DATE OF THC ALLEGED VIOLATION. ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REfERRED TO THE REGISTAR, CONTACTOR~
STATE LICENSE BOARD, P.O. BOX 260000, SACRAMENTO, CALIfORNIA 95826, CA UACO.3717, U626615, ACe 4570, Ace 4571, ACB 4572, ACB 4573, Ace
5039, Ace 5052, Ace 5054, Ace 5292; CONNECTICUT: IH85782; DELAWARE: 111998200138 1197.51, CSR5L.OO29; flORIDA: EF2oo00S24; GEORGIA:
LVA205766; IOWA: AC-0082, AJ.031O; IDAHO: 5(-21391; IlliNOIS: 11127-001000. 11128-000113, IH28 000151, 11128-000115; LOUISIANA: F713; MAINE:
I/MC60018702 ; MARYLAND: #03371885, #107.1603; MASSACHUSETTS: #7066C; MICHIGAN: #360120S122, 113602203841, ItA-0378, #15103229;
MINNESOTA: IITSOOS02; MISSISSIPPI: 1115007478, 15007925; MONTANA: 11162, #1299; NEVADA: lf0031668A, 1If189; NEW MEXICO: 1158345,08-0040;
NEW JERSEY: POl008, 0095786, SF 000354; NEW YORK: LIcensed bV1he NYS Department of State. NV #112000261120; NORTH CAROLINA: #11285- (SA,
24466.SP.lV, BPN 001777P6; OHIO: #150.18-1493; IISO-18-0003, 50-2S-0001, 50-31-0001; OKLAHOMA: 11621; OREGON: II(C8116325, IB4.428ClE;
PENNSYLVANIA: flPAOO3926; RHODE ISLAND: #9715; SOUTH CAROLINA: IIBAC 5097, IIfAC 3162; TENNESSEE: 1/638,641,642.697; TEXAS: Complaints
can be filed In Texas with the Telr.1s Commission on Private Security, 580Slamar Blvd., Austin, Texas 78752. TX UACR-1637, 1# a-08690; UTAH: 11330634-
6501; VIRGINIA: 1111-2533, #2705, Itl0'i126A; WASHINGTON: PROTE0022K2, PROTEOA033BP, 601 354 926; WISCONSIN: 600-0000181681.01;
WYOMING: "LV A 17.
(REMAINDER OF PAGE INTENTIONALLY BLANK - SIGNATURES ON FOLLOWING PAGE)
64704181.QV1G-SC16029
PCPlllJrg
Page6of9
SIB
Signatures
NOTICE: Our Charges under this Agreement are based on your agreement to receive and pay for the services for a full
year term,
IF THIS AGREEMENT IS TERMINATED BY YOU PRIOR TO THE END OF THE THEN. CURRENT TERM, EXCEPT AS OTHERWISE PROVIDED
HEREIN, YOU AGREE TO PAY US THE SERVICE CHARGES THAT WOULD HAVE BEEN PAYABLE BYYOU FOR THE REMAINING TERM OF THE
AGREEMENT BUT FOR THE EARLYTERMINATlON HEREOF.
ATTENTION IS DIRECTED TO THE WARRANTY, liMITATION OF liABILITY AND OTHER TERMS AND CONDmONS SET fORTH IN THIS AGREEMENT.
This Agreement Is not binding upon Proteclion One unless and until 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 Agreement signed by Protection One's
Authorized Manager. a nd that such lack of receipt shall nOl, in any way. invalidate or otherwise affect this Agreement.
o I am at leasl18 years of agel and the Information I have provided Is (rue and correct to the best of my knOWledge.
D I have readl understood, and agree (0 this Agreement, Which contaIns Imporlant Information regarding the EquIpment
and Services provided by Protection One.
o I understand and agree that the placement of my signature electronically on this page conslltutes my electronic
signature for this Commercial Schedule of Protection Proposal and Sales Agreement, which Is a valid and binding
signature under the ElectronIc Signatures In Global and Nallonal Commerce Act ("E-SIGN Act").
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY
~AA.A_ "'!A/I~ A ~
- HANS OTTINOT, CITY!\. ORNEY
'J C,k AI\a. r
Printed Name Title
~?t(t?tI ;d ~..-;/'-vJ2 C.SC-
printed Name lille
~7 31fY!7-c- C:<~(5-r
Printed Name Title
r':1~1~
Date
p'o""'~n on~J;\,;'~.,
'?JI<..
Date
.Sl/;2
Date
64704181.0VI6.SCI6029
PCPOUf9
Page9(l19
SIB
'.
p'!.~~,e,~,v@
'. .~ c I . ~ I -. .}, '. _ '"." '-.'..
COMMERCIAL SCHEDULE OF PROTECTION PROPOSAL AND
SALES AGREEMENT
[NOTE: This Agreement shall be used eKc/us{vely In connection with the sale} Installation or maintenance of ceTV or Access
Control systems. This Agreement shall not be used in connect/on with any monitoring of any system or other equlpmenr.]
Branch: 11530
Lazaro
Mar1inez
loday's Dale: 1/9/2012
Customer Informatlon
Business Name: City of Sunny Isle Beach Pelican Contact Phone: 3057921706
Address: 18115 N. Bay Road Billing Address: 18115 N. Bay Road
SunnY Isle Beach, Florida 33160 SunnY Isle Beach, Florida 33160
FinancIal Summary
Total Equipment and lnslallatlon Charge: $0.00
Customer agrees to pay the Total Equipment and Installation Charge shown above, plus applicable taxes (collectively, the "Equipment
Charges"). Simultaneously with the execution of this Agreement, Customer shall pay SO,OO of these Equipment Charges, with a
remaining balance of $0.00 to be paid upon completion of the Installation and as a precondition of activation of the Equipment and, if
applicable, connection to the Central Station or direct connectIon service.
Recurring Service Charges: $418.05 per
month
In addition to the Equipment Charges, Customer agrees to pay the Recurring Service Charges shown above, plus applicable taKes
(collectively, the "Service Charges") for the usage of any Protection One Owned Equipment and any other recurring services selected,
such Service Charges to be paid Monthly, In advance. Customer has made an advance payment of Service Charges In the amount of
$ at the time of sale.
Payment at TIme of Sale
Payment Type ]Details I Amount Paid I Due at Install
I I $ I $
ANY AND ALL EQUIPMENT AND/OR SERVICES PROVIDED BELOW ARE DESCRIBED IN ANO SUBJECT TO THE MASTER TERMS AND CONDITIONS
Site location Informallon
location Name: Pelican Community Park
Address: 18115 N. Bay Road Main On Site Contact: I Susan Simpson
SunnY Isle Beach, Florida 33160
Phone: I leell' 17862021160
~~_______ L____.___ ________~___~___
System DesIgn InformatJon
System Design Name: IACCESS & CCTV ESP bOb', I
Transaction Type
Warranty Period I Extended Service Plan
I 12 Months
--~.---".-
Alarm System Services
Monitoring SelVlces:
_f'J/A
Access Control Systems
Kanlech
VIdeo ServIces
64704181-DVI6.SCI6029
PC? Accessa<1d CCTV 2012
Page 1019
S/8
, American Dynamics
64704181.DV16-SC16029
PCP Access and CCTV 20 12
"a9~2or9
S/8
Signaling Equipment & Servl,~s
Device Type Service Selections
Reporting and Supervision
InspectIons
MONTHL Y PREVENTATIVE MAINTENANCE ON CCTV AND ACCESS CONTROL SYSTEM
Equipment list
Quantltv Material Code Descrlpllon
Equipment & Ins lallation $
Monthlv Fee $418.0
Scope of Work
EXTENDED SERViCE AGREEMENT FOR ALL CCTV & ACCESS CONTROL EQUIPMENT
PREVENTATIVE MAINTENANCE SERVICE CALLS TO BE DONE IN THE 1ST 2 WEEKS OF EACH CALENDAR MONTH
647il4181-DY1S-SGI6029
PCP Access a~d Ccry 2312
Page3019
S/8
Master Terms and Conditions
1. Premises. Customer ("Customer" or "you"), as a commercial enterprise, may now or in the future have one or more phys!cal buslnesslocatlans
("Premises") far which you desire to obtain from Protection One f~Protectton One," "we" or "us") various Equipment and Services. Each of yaur
Premises to be covered by this Agreement shall be listed and described In this Agreement or in a separate Additional Premises Rider which may be
completed and executed by the parties. This Agreement will supersede and gO'/ern over any Inconsistent provisions contained In any other prior
agreements, writterl or oral. between the pArties concernIng any PremIses covered by this Agreement.
2. Charges. In consIderation of the Equipment and ServIces we provIde hereunder, you agree to pay Protection One the Equipment Charges and
the Service Charges shown above, any activatIon or other fccs. plus applicable tllxes (collectively, the "Charges"), in accordance with the Payment Term~
set forth above. OUR CHARGES UNDER THIS AGREEMENT ARE BASED ON YOUR AGREEMENT 10 RECEIVE AND PAY FOR THE SERVICES fOR AT LEAST
THE fULL INITIAL TERM DESCRIBED IN PARAGRAPH 3 BELOW. If you prepay the total amount due under thIs Agreement pllor to the end of the InlUal
Term of this Agreement, then there Is no perlally or refund except as otherwise provided herein. Pllyment 01 the EquIpment Charges Is II prccondition to
the activatlon of the Equipment llnd any Services you have selected. We may impose a one. time late charge on each payment that is more than ten (10)
days past due, which shall be $5.00 or the highest amount permitted by law, whichelJer Is less. We may Impose returned check charges of up to $25.00
on each returned check. You consenl and authorize us to: (r) report your payment performance under thIs Agreement to credit reporting agencIes; (if)
obtain and transmit your Taxpayer 10 Numbet to our affiliates and credit reporting agenCies for purposes of verifyIng your credit history and rating; and
(Ill) record our telephone conversations with you and the users of the EquIpment and Services for verillcatlon and quality control purposes. YOU
AGREE NOT TO SEND PROTECTION ONE PAYMENTS MARKED "PAID IN FULL," "WITHOUT RECOURSE", OR WITH SIMILAR LANGUAGE. IF YOU SEND
SUCH A PAYMENT, WE MAY ACCEPT IT WITHOUT LOSING ANY OF OUR RIGHTS UNDER THIS AGREEMENT OR AT LAW, AND YOU WILL REMAIN
OBLIGATED TO PAY ALL FURTHER AMOUNTS OWED TO US. ALL WRITTEN COMMUNICATiONS CONCERNING DISPUTED AMOUNTS, INCLUDING ANY
CHECK OR OTHER PAYMENT INSTRUMENTlHAT INDICATES THAT THE PAYMENT CONSTITUTES "PAYMENT IN FULL" OF THE AMOUNT OWED OR THAT
IS TENDEREOWITH OTHER CONDITIONS OR LIMITATIONS OR IN fUll SATISFACTION OF A D1SPUTEDAMOUNT, MUST BE MAltED OR DELIVERED TO US
AT: PROTECTION ONE ALARM MONITORING,INC.,ATTENTION: EXECUTIVE CUSTOMER RELATIONS, 800 E. WATERMAN. WICHITA, KS 61202
3. Term. The Initial term of this Agreement shall be for (1) years (the "Initial Term"l. The Initial Term shall begin on the date the
Equlpment Is Installed a....d Is operational, and when any necessary communlcatlons connectlon Is completed. In the ,ese of the Inst;:ll!ation of
Equ!pment at Um performance of Services at multiple Premises, the Initial Term for each such Individual Premises shall begin on the date the EquIpment Is
Instlllled and Is operat!onal at each such Indi...ldual Premises. In the case of a system takeover or renewal of an exisllng agreement where no new
eflulpment Is installed. the Initial Term for each such Individual PremIses shail begin at each such Individual Premhes when any necessarycommunicat!ons
connection Is completed, or the date the new agreement Is sIgned, whichever occurs last. You may terminate this Agreement, at any time, upon thIrty
(30) days' prior written notice to us, The term of thi.. Agreement and of each indMdual Premises shall automatically renew for successIve one (1) month
tenewalterms unless we receive your wrillen termlnatlon notice at leaslthlrty (30) days before Ihe end of the then current term, In the event that you
terminate this Agreement or any individual Premises prior to the end of the then.current term, you agree to pay us, In addition to all other Charges due
prior to termination, the Charges remainIng to be paId fot the unexpired portion of the term of this Agreement or of any individual Premises. Customer
acknowledges and llgrees that thIs amount Is an agreed upon early termination charge In the nature of liquidated damages, and Is not a penalty.
4. Increases In Charges. We may Increase our ServIce Charges for each Premises after the third year of the Initial Term for each such Premises (but
no more than once in any twelve (12) month period) by giving you thirty (30) day~ pdor ..w!tten notice.
S, Additional Charges. Add!tionally, you agree to pay. or 10 reimburse us If we pay, all false alarm fine~ and assessments, and all taxes, fees or
othet charges of any local govl!fi1mf!ntal authority that relate to the 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 changl?~; (b) ollr then-current charge for
reptogramming the Equipment to comply with any area code, telephone numbering or other changes; (cl any Increases In our cost for facilities used for
transmilling alarm slgnal~ under this Agreement; and (d) our charges resulting from services we may add to continue to prOVide the Services to you, due
to police, fire or other emergl!nc.y response policies of any governmental hody, such as physical or visual alarm verification requIrements. In addition,
you shall be responsible for modIfications to the Equipment due to changes In standards and regulations of governmental or regulatory authorilles,
!ncludlng but not limited to, the Federal CommunIcations Commission ("FCC), any stllte or local Fire Marshal, the NatIonal Fire Protection Association,
UndeNl/iters Laboratories, fire or pollee department. Vou agree to pay a service charge if we respond to a service clllI or alarm at your Ptemiseswhlch is
due to your fal/ure 10 follow operating InstrucUons or to properly rock or close II wIndow, door or other proleCted point, or Imptoper or unauthorlled
adjustment to any of the Equipment. Payment for such additiooal charges 15 due upon receipt of OUt invoIce far such charges.
6. Installation and Sale. (A) We install Equipment according to local codes and ordinances (if applicable) and according to your particular
preferences. Installation of Equipment Is ~ubject to the following conditions: (I) We can access your Premises without Interruption during our installer's
normal working hours; (2) The Installation may require drilling Into varIous parts 01 your Premises; 131 You will provide 120V AC electrical outlets for
power equipment In locations desIgnated by the installer; and (4) You will be tesponsible tor lifting and replacing carpeting,!f requIred, for !nstallatlon of
floor mats or wiring. There may be areas where the Installer detetmlnes that Ills impractIcal to conceal equipment and wiring. You must within ten (10)
days after thf! installation !s complete, inspect the Equlpml'!nt and notify us in writing of any problems. Otherwise, you will be deemed to have
conclusively accepted the Equipment. If asbestos or other hlllardous materials ("Halardous Matetlals") are encountered during imtallatian, then
installation work will cease until you, at your sole cost and expense, remove such Hazardous Materials. Protection One shall not be responsible for
securing any Prcmlse~ durIng the perIod of Installation, (B) OwnershIp of the Equipment thai we Install under thIs Agreement shaH be described In Ihe
paragraph tilled "Transaction Type'. on pag\! 1 of this Agreement, Or on a separate AddItIonal Premise:> Ridl::r or 5(heJule of Protection, and ~hall bl' one
of the follow!ng: (I) Outrleht Sale. If you have elected to purchase the EquIpment, then, except as set forth below, you will own the EquIpment we
install at your PremIses when you pay the fuJl purcha~e price desctibed on page 1 of this Agreement, or on a separate Additional Premises RIder or
Schedule of Protection. Notwithstanding anything in this Agreement to the contrary, ownership of la) any communiclltion device th.!t makes use of
radIo, cellular or internet communIcation paths (!ncluding without limitation, all equipment assoclaled with ^larmN~t'l shail be retained by PtOlectlcn
One or its owner, and (b) cerlaln Inlellectual property assocfated with the Equipment and our Services, such as certain software, data and
installer/programming codes, shall remaIn Ihe property of their respective owners. (II) Ptotectlon One Owned Eauioment. We retain ownership olthe
Equipment we install at your Premises. Upon the termInation of this Agreement or any Individual Premhes, you agree thai we may enter your Premises
and remove our Equipment (including external signs and decals) and/or disable the Equipment. Should you fail or refuse to allow us access to your
64704161-DV16-SC18029
PCP Access and CCTV 2012
l'a~f.l4 01 9
SIB
Premises, you also agrQQ to: (al pay us our reasonable charges for the Equipment, and (b) reimburse us for any other costs (Including reasonable
attorneys' fees) that we may Incur In seeking to gaIn access to remove the Equipment and/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 collett any unpaid Charges. (Ill) Third Party Flnanred Sale. If you have elected to linance the purchase of some or all ollhe Equipment with a thIrd
party lender or leasing company, then title to the Equipment may be held by your lender/lessor as security for your loan/lease obligations. The terms of
your agreemellt with the lender/lessor may require you to maintain Inmrance, may make you responsible for varIous other costs and fees, and may
obligate you to pay the renderllessor regardless of ProlecUan One's performance hereunder. ProtectIon One makes no recommendations on lending or
!easlng sources and Is not responsible for your selection of a lending or leasing source, or the terms of your agreement with the lender/lessor, and
Protection One hereby dIsclaims any and alllJabllity In connection with your arrangements with your lender/lessor. (Ivl Conversion of Exlst/n2
EaulDment. If you currently have existing and compatible equipment at your Premises, we may utilize such equipment. Such existing Customer owned
equipment shall remain your property. We may elect to repair or replace your non functIoning existing equipment to provide our Services and you agree
to pay us our then-current charges for any such replacement equipment, and you agree that any repairs needed to make the exIsting equipment
operatlonai will be performed on a time and materials basis at our then. current lime and malerials rates. We do not warrant equipment that we do not
Install. Our prlc!l'g and your costs under this Agreement are based on the assumption that any existing equipment In your Premises Is compatible and Is
In good operating Condition. If we del ermine that your existing equipment is incompatible or is nolio good operating condiUon, then additional charges
may apply. (C)1lli..!s....o.U2.u. Protection One is not liable or responsible ror any damage, loss or casualty of or to any Equipment from any cause beyond
our reasonabie control. NO SUCH DAMAGE, LOSS OR CASUAlTY WILL AFFECT YOUR RESPONSIBIlITIES AND OBliGATIONS UNDER THIS AGREEMENT.
Unless you have purchased and paid the lull purchase price for the Equipment, In which case Ihe risk of loss to the Equipment Is solely yours, you must
keep Ihe 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 the
"losspayee.ft
7. Termination of Services; Default. (AI We may, at any time upon twenty.four (24) hours prior notice, lerm;nate this Agreement and the
Services at our option and without Irabllity If: (1) Our Central Station, equIpment or facUlties, or the telephone network, are destroyed, damaged or
malfunction so that ills impractIcal for us to continue the Services; (2) We cannot acquIre or retain the transmission connections or authorl'atlon to
transmit slgnais bet\veen your Premises and our Cenlral Stallon or between cur Central Stat/on and any Emergency Response ProvIders; (3) We
determine that It Is Impractical to continue our Services due to the modification or alterallon of your PremIses after Installation of the Equipment; (4)
The Equipment generates ('l({essive false alarms due to circumstances beyond our reasonable control; or (5) You or your personnel fall to follow our
recommendations to repair or replace any defective parts of the Equipment not covered under the lImiled Warranty or Extended Service Plan (If
applicable), or fail to follow operating Instructions for, or tamper with, the Equipment. Additlonally, upon thirty (30) days prior nollce to you, we may
terminate this Agreement for any 01 her reason at our discretion. If we terminate this Agreement for any of these reasons, then we will refund any
advance Servlce Charges for SeN/ces to be provided after the termination date, less any Equipment Charges still due, but we shall not be liable as a
result of any such termination. (B) In additfon, you shall be in breach, and we may, at our option, terminate this Agreement and exercise our remedies
for the enforcement of this Agreement if: (1) You fail to pay any Charges or other amounls due hcreunderor under any other agreement you have with
us, and such failure continues for ten (to) 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; (41 you otherwise fail to comply with any non-monetary obligation or covenant contained herein or In any other agreement you have with us,
and such failure cOI'lt/nues for thIrty (30) days after we provide written notice to you; (51 You deny us reasonable access to the Equipment located at any
Premises; or (6) You become a debtor In a bankruptcy or other insolvency proceeding. We may charge you Interest at the highest legal rate allowed on
past due amounts. You agree to pay us all reasonable costs, fees and expenses Incurred by us in connection with the enforcement of this Agreement,
InclUding collection e~penses, court costs, and reasonable attorneys' fees. (el Any default by you under this Agreement shall also be a default by you
under any other agreement between you and us. 101 You may terminate lhls Agreement If we breach any material provIsion hereof and we fail to cure
such breach within thirty (3D) days following your written notice thereof. In addition, you may, upon thirty (3D) days prior written notice, terminate this
Agreement if we become <l debto; In a bankruptcy or other insolvency proceeding.
8. Representalions and Warrantlu. You represent and warrant that you: (a) requested the Equipment and Services 1pecifled In this Agreement
for use In commerclal purposes and not for personal, famity or household purposes or for or on behalf of a third party; (blown the Premises or
otherwise have the legal Authority to authoriu! us to fmtall the Equipment In the PremisE'S; and (c) will comply with aU laws, codes, i1nd regulations
pertaining to the Premises and your use of the Equipment or our Service~.
9. We Are Not an Insurer. NOTWITHSTANDING ANYTttlNG TO THE CONTRARY CONTAINED IN lHISAGREEMENT, YOU AGREE THAT: (AI WE ARE
NOT AN INSURER OF YOU. PERSONS WORKING OR OTHERWISE PRESENT AT YOUR PREMISES, OR OF 'iOUR PREMISES OR ITS CONTENTS; (BIIT IS
YOUR RESPONSIBILITY TO OBTAIN ADEQUATE INSURANCE COVERING YOU, YOUR PREMISES AND ITS CONTENTS, YOUR EMPLOYEES, INViTEES AND
OTHER AFFECTED PERSONS AND PROPERTY; (CI OUR CHARGES ARE BASED ON THE DETERRENCE AND OTHER VALUE OF THE EQUIPMENT AND
SERVICES WE PROVIDE AND OIJR LIMITED LIABILITY UNDER THIS AGREEMENT, AND ARE NOT BASED ON THE VALUE OF YOUR PREMISES OR ITS
CONTENTS, OR TliE lIJo:ElIHOODOR POTENTIAL EXTENT OR SEVERITY OF PERSONAl INJURY (INCLUDING DEATH) TO AffECTED PERSONS; AND (D) THE
EQUIPMENT AND SERVICES MAY NOT ALWAYS OPERATe AS INTENDED FOR VARIOUS REMONS, INCLUDING OUR NEGLIGENCE OR OTHER FAULT. WE
CANNOT PREDICllHE POTENTIAL AMOUNT, EXTeNT OR SEVERITY Of ANY DAMAGES OR INJURIES THAT MAY BE INCURRED BY YOU AND OTHER
PERSONS WHICH COULD BE DUE TO THE FAILURE OF THE EQUIPMENT OR SERVICES TO WORK AS INTENDfO. AS SUCH: II) YOU AGREE THAT THE
LIMITS ON OUR LIABILITY AND lHE WAIVERS AND INDEMNITIES SET FORTH IN THIS AGREEMENT 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 BElOW, VOU WAIVE All RIGHTS AND REMEDIES AGAINST US,
INCLUDING All RIGHTS Of SUBROGATION, THAT YOU, ANY INSURER OR ANY OTHER THIRD PARlY MAY HAVE DUE TO ANY LOSSES OR INJURIES YOU
OR OTHERS MAY INCUR. THIS PARAGRAPH 9 SHALL SURVIVE THE TERMINATION Of THIS AGREEMENT AND YOUR ACCOUNT, AS WELL AS
VOLUNTARY PAYMENT IN FULL BY YOU, ANY LEGAL PROCEEOINGS BY US TO COLLECT A DEBT OWED BY YOU, ANY BANKRUPTCY BY YOU, AND/OR
ANY SAlE BY USOF YOUR ACCOUNT.
10. Indemnity; L1mltatfon of lIablUty.
(il) Indemnity. We will hold you, your officers, directors, agents and employees, harmless from any daim, 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 Ihe
negligent acts or omissions of Protecllon One, Its agE'nts or employees, during an.d within the scope of employment of such persons while present at a
64104181.QVI6-$Cl11029
rcf' A((ess and CCTV2012
Page 5 or'il
SIB
Premises; orovlded. however, that the terms of this Parallraph 10la) shall not apply to, and we shall not in any event be Hable for, losses: (II arising out
of, resulllng from, or In any way due or aHributable to, the condition, nonfUntlionlnll, malfunction, faull', design, faulty Imtallatlon, or failure in any
respett of the EquIpment or Services to operate or perform as illtended (colleclilJely, ~Alarm Failure Events"), regardless of whether such Alarm Failure
Events arise out of the neglillent atts or omlHions of Protection One, its agents, employees, subcontractors and/or suppliers (including software
suppHers); and/or (II) any loss of or damage to any computer system or eleclmnic data alislng out of, resulling from, or attributable to, an Alarm Failure
Event or your request for our technician to access your systems or pmgram your tirewalls, routers and switches. Any liability of Protection One for
Alarm Failure Events or Losses arising out of Alarm Failure Events Is strictly IImfted pursuant to Paragraph 10(b) below.
(b) limitation of liability lor Alarm Failure EVents. NEITHER WE NOR ANY PERSON OR ENTITY AFFILIATED WITH US SHAll BE LIABLE fOR ANY
lOSSES ARISING DIRECTLY OR INDIRECTLY FROM ANY ALARM FAilURE EVENT. WE ARE NOT LIABLE UNDER ANY CIRCUMSTANCES FOR THE
ADEQUACY OF THE EQUIPMENT 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 ANY ALARM FAILURE EVENT, YOUR CLAIMS AGAINST US AND/OR ANY PERSON OR ENTITY AFFILIATED
WITH U5 SHALL BE LIMITED TO $2,000,00. THIS AMOUNT IS YOUR SOlE AND EXClUSIVE REMEDY FOR ANY ALARM FAILURE EVENT. EVEN IF CAUSED
BY PROTECTION ONE'S NEGLIGENCE OR THAT OF OUR AFFILIATES OR OUR RESPECTIVE EMPLOYEES OR AGENTS, BREACH OF CONTRACT, BREAOI OF
WARRANTY, STRICT LIABILITY, 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 AGREEMENT STATING THE EXTENT OF OUR ADDITIONAlllABIUTY AND THE ADDITIONAl. C05T
10 YOU. YOU AGREE THAT WERE WE TO HAVE lIA81t1n' GREATER THAN THAT STATED ABOVE, WE WOULD NOT PROVIDE THE EQUIPMENT OR
SERVICES,
te) Intellecll.!!I.!..f{QQerty Indemnification. If Protection One has received from the manufacturers of the Equipment we install, an allreement to
Indemnify andlor defend any claim or suit or proceeding broullht agaInst Protection One based on a claim that the sale, use or transfer of any
Equipment Is an Infringement of any thIrd party's patent or property tights, then Protection One shall Indemnify you and defend you agaimt all such
claIms to the extent (and only to the extent) such an Indemnity and/or defense Is provided by the pertinent EquIpment manufacturers. Should you
receive notice thatlhe Equipment allegedly infringes the rlllhts of any third party, you shall promptly notify Protection One In writlnil, and shall give full
authority, Information and assistance to Protection One In connection with Its Investigation of the claim, and in connection with any selllement or
compromise of such claim made with youI consent, which shall not be unreasonablywithheJd, conditioned or delayed. In addition, Protection One may,
at its sole cosl and expense, elect to replace or modify the Equipment so that alleged InfrIngement will nol e)(lst; orovlded however that such
replacement equipment or modlned equipment will continue to have at least the same (untlionatlty and performance specifications as the Equipment
Installed pursuant to this Agreement, and shall be acceptable to you In your reasonable discretion. Protection One shall not have any other liability to
you with respect to claims of intellectual property infringement.
(dl ConseguentlalOama2es. NOTWITH5TANDING ANYTHING IN THIS AGREEMENT TO THt: CONTRARY, IN NO EVENT SHALL WE BE LIABLE TO YOU
OR ANY OTHER PERSON FOR ANY CONSEQUENTiAL, INClOENTAl, PUNITIVE, SPECULATIVE, SPECIAl, EXEMPLARY, OR OTHER INDIRECT DAMAGES,
INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, rROFITS, USE, DATA, OR OHlER ECONOMIC ADVANTAGE, EVEN IF WE HAVE BEEN ADVISED OF
TlfE POSSIBILITY OF SUCH DAMAGES.
(e) SUNival. The terms of this Paragraph 10 shall sUf\llve the termination of this Agreement and of your Account, as well as voluntary payment In
full by you, any legal procep.r:Ilngs by us to collect a debt owed by you, any bankruptcy by you, and/or any sale by us of your Account.
12, Customer Duties, You agree to: (allmtrud aU persons who use the Equipment on its proper use; (b) test the Equipment's protective devices
and send test signals monthly 10 our Central Station; (cl turn off, control or remove all air conditioning systems, heaters and other items that Interfere
with alarm detection devices; (d) notify us Imrlledlately If a problem with the Equipment occurs; (e) obtain alia keep in effect all permits and Ucenses
that may be required (or the Installation and operation of the Equipment; If) pay all usage fees Imposed by any governmental authority In connedlon
with the Equipment; (g) provide us a complete Monitorlnll Information Schedule so we may caU your designated contacts In the event we reasonably
believe there Is an emergency at your Premises; (h) provide us any other emergency Informatlon we may request; (i) promptly update us In writing with
any changes to your Monitoring Information Schedule; and Ol notify us prlor to any change In your phone service, Including, but not limited to a
disconnection of your regular phone line or any change In vendors of your phone service. Your fallure to perform under Ihls Paragraph 12 is a material
breach of Ihls Agreement. You agree that we may provide the InformatIon on the Monitoring Information Schedule to any governmental authority
having jurisdiction over us or the EqUipment. LOCAL AUTHORITIES MAY NOT RESPOND TO ALARM NOTIFICATIONS UNTIL ALL PERMITS AND LICENSES
FOR USE OF THE EQUIPMENT HAVE BEEN OBTAINED, AND THEREFORE WE MAY NOT BEGIN MONITORING lHE EQUIPMENT, AND MAY NOT DISPATCH
EMERGENCY AUTHORITIES IN THE EVENT OF AN ALARM ACTIVATION, UNTil YOU HAVE OBTAINED, AT YOUR EXPENSE, AlL NECESSARY PERMITS AND
L1CENSES,ANO PROVIDED US WITH THE LICENSE OR PERMIT NUMBER.
13. Services,
A. Monltorlni' Services. If you have subscribt'd to Monitoring, Signal Receiving and Notifl(atlon Services, we shall program the Equipment (0
communicate to our monitoring facility ("Central Station"l. When the Cenlral Stallon receives an alarm signal from the Equipment (an "Alarm (vent"),
we will make reasonable efforts, consistent with local laws and our response policies, to contatt the appropriate local emergency response provider
("Emergenc\, Response Provider" or ~ERP"I. and the flrsl person designated on your Monitoring Informatfon Schedule, In the event a burglar alarm
signal or lire 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. Local governmental regulallons and Industry standards desIgned to reduce false alarms may resullln conditions or
restrlctlons on the dispatch of ERPs In response to an Alarm Event, and such conditions or restrictions may result In delays of notification of authorities
or requlrp, thai additional measures he taken 10 Verily the Alarm Event before dispatch. We do not guarantee that such additional measures wHl be
successful or that Emergency Response Providers will be dispatched should an Alarm [vent occur. In the event il superviSOry slllnal or trouble signal
registers at our Central Station, we shall endeavor to notily the Premises or the lirsl available person designated on your MonitorinR Information
Schedule. We may, without notice to you, In response to governmental or Insurance requirements, or otherwise in our Sale discrction, alter, amend or
discullllnul! any of (Jur pulides and procedures (or alarm response. Also, you acknowledge and allree that any speclallnstructions provided by you for
the handling of alarm signals must be pre_~ented and agreed to by us In writing. We may, in our ~ole discretion, reject your special Instructions. You
understand that any deviation from our normal Alarm Event handling procedures may re~lJlt In inCfp.ased risk of loss or damage to you and your
Premises.
64704181.DvIG.SCI60:29
PCP Access and CCTV ~012
PaSIJ6of9
SIB
(i) Telecommunications. You agree to provide a traditional telephone connection to the Public Switched Telephone Network. Such connection
shall have priority over any olher telephone or olher equipment, and shall be within ten (to) feet of the Equipment control panel. You acknowledge that
your use of DSL, ADSl, Digital Phone, or Voice over Internet Protocol (VoIP), or other Internet based phone services may cause signal transmission to our
Central Station may be Inteuupted, and that we do not recommend use of such services for signal transmission unless supplemented by a backup
servIce which may be provided by us for an additional charge. If the Equipment is configured to operate over such nontraditional service, or if you
change your phone servIce to a nontraditional phone servIce after Installation, then you acknowledge that signal transmission may be interrupted by
luegularitles or changes In that service, power outages, and other circumstances beyond our control. ACCORDINGLY. IMMEDIATELV AFTER THE
INSTALLATION OF DSl. ADSI. DIGITAL PHONE, VolP, OR OTHER BROADBAND OR INTERNET PHONE SERVICE YOU MUST NOlIFY US AND MUST TEST
THE EQUIPMENT'S SIGNAL TRANSMISSION WITH THE CENTRAL STATION. Al your request, we may provIde alternative forms of alarm communication
utilizing your broadband Internet service or a radio or cellular based system. You authorile us, on your behalf, to request services, orders or equipment
from a telephone company or other company provIding signal transmission or receptIon services or facllitles under this Agreement. These services
Include providing lines, sIgnal paths, scanning, transmission and/or reception. You agree that the telecommunication provider's liability Is limited 10 the
same extent our liability Is limited pursuant to the terms of this Agreement.
(II) DIgItal Communicator. If connection to our Central SIal Ion Is to be by Digital Communicator, you agree to provide a connection via a registered
telephone jack to a telephone channel required for the Equipment. Such connection shall have priority over any other telephone or Customer
equipment, and shall be wllhln ten (10) feet of the Equipment control panel. At your request, and at your sole cost and expense, we will provide such
connection. 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 Is otherwise damaged.
(III) Radio Interface. If connect/On to our Central Station Is to be by radio frequency, such as cellular or private radIo, there may be times when Ihe
Equipment 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 additfonal means of
communications Is recommended. Also, changes in rutes, regulations and policies of the rcc and other governmental bodies may reqUire
discontinuatIon or modification of some or all of these Services.
B. mternet P!Q!.q,LoJjlase.4J,g,ClJsU. If any of the Services you select communicate or transmit over an Inlernet protocol based service, you
acknowledge and agree that: (I) you will maintain 120V AC power supply for each device; (ii) we are not responsible for your network or Internet
services, which may be affected bycondltlons beyond our control, and that any interruptlons in your network or Internet service may cau~e the Services
to fail to operate as Intended; (W) you may be required to maintain a static IP address, which may require you to Incur additlonal costs, and that any
changes to your IP address may cause a service Interruption; (iv) you maybe required to open certain port{s) on your flrewall for proper l:ommunlcallon;
and (v) you are responSible for the configuration of your routers, flrewalls, switches, and hubs, if applicable, to ensure communication wllh our Central
Statlon.
C. LImited Warrant\!, Subject to the limitations and exclusions set forth below. during the Warranty Period follOWing installation reflected on page
1 of this Agreement, or on a separate Additional Premises Rider or Schedule of Protection, we will at our cost, repair or, at our optlon, replace, any
defective part of the Equipment we Install, Indudlng .....Iring. and will make any needed mechanical adjustments. We will use new or reconditioned parts
for replacements. Our obligations under this P,uagraph are for your benefit only, and may not be enforced by any other perSOn. The taws of your state
may give you rights In addition to or different from those described hereIn.
0, htended ServIce Plan. Subject to the limitations and e)(cluslons set forth below, if you have SubsCflbed to our Extended Service Plan. then In
lieu of our Limited Warranty ohllg~tJon, we will at our cost repair the Equipnwnt we Install for the duration of the term of such Extended Service Plan.
Your participation In the Extended Service Plan will automatically renew for successive thirty (3D) 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 subscribe to the
Extended Service plan after the initial Installation, the Equipment must be In good working condition at the time of subscription. To purchase our
Extended ServIce Plan, call1-800-GET.HElP.
E. CamerasNldeo. We will Install and connect the camera devices described in this Agreement at your Premises. You acknowledge and agree that:
(I) the EquIpment Is being Installed at your specific request and Is for the safety and security of the employees. Invitees and other persons at the
Premises, and for no other purpose; (ii) the Equipment will only be installed In public areas within the Premises, and will not be installed or utilized in
any area where persons have a reasonable expectation of privacy, such as bathrooms, etc.; and {ill} You will nrovldp. adequate illumination under all
operational conditions for the proper operation of the video camera and will prOVide the 120 AC power supply where required. Based on the following
servIce selections, the camera(s) wlll be configured as follows: (I) e-Secure Video: the camerals} may (I) prOvide live streaming video which may be
viewed from your Protection One account on a PC with adequate internet connectivity, or (Ii) send video related to specifk Alarm Events which may be
forwarded to your e.mail account or mobile device. Protection One will not receive or store these video recordings. (2) Verification Video Service: the
Equipment will be configured to send images to an alarm operator for verificatJon of video Images directly associated with fire, burglary, panIc, or critical
condition alarm signals. (3) Remote Tours: an alarm operator will review video Images at regular intervals as scheduled by you for Images associated
with ctlt/cal and non-ctitlcal events or conditIons as defined by you and accepted by us.
F. RadIo/Cellular Service, (I) SecureCell*: We will Install and connect a radio or cellular transmissIon device to the Equlpmenl. The transmission
device will be a backup communlcatlon link with our Central Station In the event that your regular telephone service or primary communication link to
our Central Station j;; disrupted. (ii) PrimeCell'''': If ...'ou selNt PrimcCell'" se:vice, a radio or cellular trammls~!on device .....111 be the Equipment's only
communications link with our Central Station. If you have selected Secure Cell or Prime Cell services, then you .1Cknowledge Ihatthere may be limes when
the Equlpmenl will be unable to acquJre,trammlt or maintain an alarm signal, <lnd that radio frequency tramrnlsslons may be Impaired or Interrupted by
d variety of condiUons and circumstances beyond our reasonable conlrol, Including storms and power failures. Accordingly. the utililatlon of a backup
means of communication with our Central StatIon is always recommended. Also. changes in rules, regulations and policies of the FCC and other
governmental bodies may requIre 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 Stalion and other communic<ltions transmissions.
FCC regulatlons requite that we or our contractors or designees have Immediate access to your Iransmltter In the event of such a malfunction or
emergency, and you agree to permit access to such persons In such an evenl. Should you refuse to provide such access, you agree we wllJ be entitled to
64704181-DVI6''<;C1G029
PCPAc.ceSSMdCCTV2012
Page7019
SIB
obtain an ex parte court order permilllng 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, we Incur In connection with such proceedings.
G. ~ If you have subscribed to e-Secure services, you will have access to your monitoring account vIa an Internet or other connection, and
will be all Ie to remotely arm, disarm and make changes to, and receive varieus notificatlons from, the Equipment. Based on your account configuration,
you may also receive e-mail, text or video transmissions notifying you of selected events that occur with the Equipment. You agree that thl!se
notlflcallons are not Intended to replace our professional monitoring services and undNstand that there Is Inherent risk associated with response to
potential Alarm Events. Under no circumstances will we be liable for any loss, injury or damage of any kind Incurred as a result of your response to
these notifications. We are not responsible for any software or hardware purchases necessary for you te remotely access the Equipment. Also, we are
not responsible for your Internet, cellular or telecommuniulion services, which can be affected by conditions beyond our reasonable contre!.
H. Direct Connect Serv/(es. If this Agreement so Indicates, we will Install a direct connection to the law enforcement. fire dep,Htment or other
agency shown on your Monitoring Information Schedule, Alarm sIgnals transmitted by the Equipment will be monitored by the pollee and/or fire
departments or other ERP's or their i1gents. You i1cknowledge aodagrCf!that such ilgencles are not the agents of Protection One. Protection One hereby
disclaims any responsibility for the manner In which such signals are monitored, and/or the response, or lack of response, to such signals by the persons
mcnitorlng the Equipment.
I. Insoecllons. We will provide the number of Inspections of the Equipment as specified in this Agreement during our normal working hours and
subject to the conditions and exclusions set forth In Paragraph 14 below,
J. Alarm Verlflcatlon. If your police or fire department now or in the future reqUires physical, visual or other verification of an emergency
condition before responding to a request for assistance, then you agree to subscribe to such verification servtee, or otherwise comply with such
requirements. We maycharee an additional fee for such service.
1(. Device VerIfication Service. If you subscribe to Device VerificalJon service, Equipment will be installed which, as to cerlain locatiens in the
Premises, requires the activation of two (2) or more sensing devices, requlrcs a second activation of a single alarm sensor, or reqUires a continuous
alarm event from a single sensor,ln order for an alarm signal to be transmitted. You assume (ull responsibility for the operation of any and all bypass or
switch unIts provIded for disconnectIng or reconnecting the alarm sounding and/or transmlltlng Equipment ,It the Premises.
1. Vault Protection. You represent and warrant to us that any vault covered under this Agreement 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 in this Agreement prior to setting the EquIpment for closed perIods according 10 precedures established from
Ume to time by Protecllon One, and to notify us promptly In the event that such equipment falls to respond to the test.
14. Limitations on our Warranty, Extended Service Plan 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, excluding holidays. If YOU REQUEST US TO PERfORM REPAIR SERVICES OUTSIDE OF
OUR NORMAL WORKING HOURS, mEN WE MAY REQUIRE YOU TO PAY FOR OUR SERVICES AT OUR THEN. CURRENT RATES fOR LABOR AND PARTS.
The Ex:tended Service Plan shall apply to consumable items such as batteries, and to window foit, securityscreellS and exterior mounted devices, only for
the Warranty Period fellcwlng Installatton. In additlen, we have no oblIgation under our limited Warrantyor Extended Service Plan 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 other cause beyond Protectlon One's reasonable control: (B) Your failure to properly close or secure a door, window or other
point protected by an alarm device, or to preperly follow operating instructions; (C) Telephone line malfunctions or modifications to your telephone
service that render it Incompatible with the Equipment or our Central Station; ID) Your failure to provide ordinary maintenance to the Equipment or its
compenents (repairs due to ordinary wear and tear are not eKcluded under our Extended Service Plan), or yOlt permit anyone other than our authorlled
representative to perform service on the Equipment; (E) Physical alterations to your Premises or to the Equipment, or made necessary by damage to
your Premises or the Equipment; or (F) Any of the reasons described In Paragraph 5 above. Our warranty applies only to Equipment Installed by us. You
must furnish the necessary electrIcal power at your expense to obtain wartanty services. Charges fer non.covered repaIrs will be at our then. current
labor and materIal rates, Including a minimum visit or trip charge. OTHER THAN THE LIMITED WARR^NTY AND OUR OBLIGATIONS UNDER THE
EXTENDED SERVICE PLAN (IF SUBSCRIBED TO), WE MAKE NO GUARANTY OR WARRANTY OF ANY KINO WITH RESPECT TO THE SERVICES WE PERfORM
OR Tm EQUIPMENT WE PROVIDE UNOER THIS AGREEMENT, INCLUDING WrTHOUT UMfTATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY,
SUITABILITY, CONDITION, OR FITNESS fOR A PARTICULAR PURPOSE.
15. Deloys. We sholl have no liability for delays In Installation of the EquIpment or for the consequences thereof, however caused, or for
interrUptions of Service or fot the consequences thereof, due to strikes. riots. flood~, acts of God, terrorism, or any other cause. beyond the reasonable
controlr.f f'rotectlon One, and Protettlon One wlll not be required to provide Servlce~ Qr substitute sel"\iices to you while ony Intcrruptlon of Services
due to any such causes shall continue.
16. AssIgnment. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without OUr prior
wriuen consent, which shall not be unreasonably withheld, condilfoned or delayed. Notwithstanding the foregoing, provided you are not In default
und~r this Agreement, you may assIgn this Agreement In its entirely, without our consent, in connecUon with a merger, acquisition, corporate
reorganization, /)r a 5al~ of all or sv!)stanUally all of your ~sseh, to a person or entity which e'tpressly aHumes and agrees to pe,form your obligations
hereunder. Subject to the foregoing, this Agreement shalt bind and Inure to the benefit of the parties, ..nd their respective successors and permitted
assIgns. We may assign this Agreement or subcontract any or all of our obllgatlons under this Agreement without your consent and without nollce to
you. The provisions of this Agreement (i) apply to and Inure to tt1e bent>fit of eolch of Ollr assignees, suhr.ontrattors and/or suprlif'(~ (including our
software suppliers), and (ii) bind you to 311 such persons or entities with the S3me force ar.d effect as they bInd you to Protection One. This Ir.cludes the
protections set forth In Paragraphs 9, 10 and 11. In this Agreement, "Services" shall be deemed to include aU alarm monitoring-related services,
InduJing but not limited to all such s~rvlces provided, In whr.le or in part, though or In common with any software that we license from our software:
suppliers.
64704181.0VI6.SC16029
PCP Access ard eeTV 2012
Page 8019
SIB
17. Severability. If any olthe provisions of this Agreement shall be determined bya courtofcompctentjulisdictionto be Invalid or unenforceable, then
the remaining provisions Ollhls Agreement shall remain in fulf force and eHe!.!.
18. Arbitration of Disputes. It Is the Intentron of the partles that whenever possIble, if a dispute or controversy arises hereunder then such dispute
or controversy shall be settled by arbitration In accordance with the procedures, rules and regula lions of the American Arbitration Association. The
decision rendered by the Arbitrator shall be final and binding upon the parties and Judgment upon the award rendered by the arbitrator may be
entered In any court havIng jurisdiction. Arbitration shall be held In Miaml.Dade County, FlorIda. All co~ts of arbltrallon and attorneys' fees Incurred by
the parties shall be paid by the non-prevalllng patty or, If neither party prevails on the whole, each party shall be responsible for a portion of the costs
of arbHratlon and their respective attorneys' fees as may be determined by the court on confirmation.
19. Legal Act/on'. All clalnls, disputes and legal a!.tlons arising under thIs Agreement (a "Legal Acllon") will be governed by the law~ of the State
where your Premises is located and any applicable Federal laws, without regard to conflict of law prInciples, You agree to fife any claIm, dispute or
legal Action arising out of this Agreement, the Equipment or our ServIces (whether based In negligence, breach of contract, breach ot warranty, strict
liability, or olher fault) within two 12) years after the date the cause of action for such claim acuued. This provisIon shall survil/e the termination of thIs
Agreement and your Account, as well as voluntary paymentln full by you, any legal proceedIngs by us to collect a debt owed by you, any bankruptcy by
you, and/or any sale by us of your Account.
20. Entire Agreement. This Agreement Is the entire agreement between you and us, and supersedes aU previous contracts or agreements 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 Agreement. The terms and conditions of this Agreement shan govern over Ihe provisions of any other document,
including but not limited to your purchase ordpts, with lnconsl~tenllerms.
21. Execution. This Agreement and any sIgnatures on it may be transmiHed and delivered by facsimile or other electronic means (such as e'mail),
and all such sIgnatures and eleclronlc transmissions of this Agreement are to be treated as originals for all purposes and gIven the same legal torce and
effect as a signed paper contract. In addition, thIs Agreement may be sIgned and accepted electronically by both parties, and the mutually accepted
version of !hls Agreement, whether prInted or electronic, also Is to be treated as an original for all purposes, with the same legal force and effect as a
signed paper contrac!. Your obligations under this Agreement are binding on all authorlzed users 01 the Equipment. Each party has substantially
participated In the drafting and negotiation of this Agreement, and no provision hereof shall be construed agaInst either party by virtue of the fact that
such provisIon was drafted by such party. Each party represents and warrants that it has the unqualified right to enter this Agreement, and that it has
the rlllht 10 perform all obligations under this Agreement.
Protection One Alarm Monitoring, Inc. licensing Information. ALABAMA: Electronic Security Board of LIcensure, 7956 Vaughn Road, Suite 392,
Montgomery, AL 36116, Telephone 334.264-9388, Al: 643, 533, 744, 1018,28211, A-0106; ARKANSAS: Arkansas Board of Private Investigators and
Private Security 1 State Police Plaza Drive, little Rock, AR 72209, SOI'618-86oo; #E97.122; ARIZONA: ROC190246; CALIFORNIA: Alarm company
oper<ltors are licensed and regulated by the BUreau of Security and Investigative Services, Department of Consumer Affaln, 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
VEARS OF THE DAn OF THE AllEGEO VlotATION. ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO THE REGISTAR, CONTACTORS
STATE LICENSE BOARD, P.O. BOX 260000, SACRAMENTO, CALIFORNIA 95826, CA #ACO.3717, 11626615, ACB 4570. Ace 4571, Ace 4S72, Ace 4573, Ace
5039, ACB 5052, Ace 5054, Ace 5292; CONNECTICUT: #185782; DELAWARE: 111998200138 1197.5<1, CSRSl-0029; FLORIDA: EF2oo00524; GEORGIA:
lVA20S766; IOWA: AC.OO82, AI.031O; IDAHO: SC.21391; ILLINOIS: 11127.001000, 11128.000113, #128.000151, #128.OO011S; LOUISIANA: F713; MAINE:
#MC€0018702 ; MARYLAND: 1:03371885, In07.1603; MASSACHUSETTS: #7066C; MICHIGAN: 11360120$122, 113602103841, ItA-0378, 115103229;
MINNESOTA: 1I1S00502; MISSISSIPPI: 1115007478, 15007925; MONTANA: 11162, #299; NEVADA: 1l00l1668A, tlF189; NEW MEXICO: 1#58345, 08.0040;
NEW JERSEY: POl00S. 0095786, SF 000354; NEW YORK: licensed by the NY5 Department of State. NY ,lt120oo261120; NORTH CAROLINA: 111285- CSA,
24466-SP-tV, BPN 001777P6; OHIO: IIS0-18-1493; 1150.18-0003, 50-25-0001, 50-31-0001; OKLAHOMA: #62t; OREGON: IICC8116325, 1f34-428ClE;
PENNSYLVANIA: IIPAOO3926; RHODE ISlAND: 119775; SOUTH CAROLINA: IIBAC S097. IIFAC 3162; TENNESSEE: 11638, 641, 642, 697; TEXAS: Complaints
can be filed In Texas with the Texas CommIssIon on Private Security, 5805 Lamar Blvd., Austin, Texas 78752. 1)( ItACR.1637, II 8-08690; UTAH: IB306l4.
6501; VIRGINIA: Itll.2533, 112705, Itl05226A; WASHINGTON: PROTEO022K2, PROT€OA033BP, 601' 354 926; WISCONSIN: 600.0000181681.01;
WYOMING: IIlV A 17.
(REMAINDER OF PAGE INTENTIONALLY BLANK - SIGNATURES ON FOlLOWING PAGE)
647o.lUl1 - DVt6 .set (; 0 ~9
PCP Ac<e~~ and CCTV 2012
Paga90fg
SIB
. .
Signatures
NOTICE: Our Charges under this Agreement are based on your agreement to receive and pay for the services for a full
year term.
IF THIS AGREEMENT fS TERMfNATED BY YOU PRIOR TO HIE END OF THE THEN.CURRENT TERM, EXCEPT AS OTHERWISE PROVIDED
HEREfN, YOU AGREE TO PAY US THE SERVICE CHARGES THAT WOULD HAVE BEEN PAYABLE BY YOU FOR THE REMAINING TERM OF THE
AGREEMENT BUT FOR THE EARlYTERMINATION HEREOF.
ATTENTION IS OIRECTED TO THE WARRANTY, liMITATION OF liABIlITY AND OTHER TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
This Agreement Is not binding upon Protect/on One unless and until either signed by an Authorized Manager of Protection One, or we begin the
Insfallatlon of Equipment or provision of Services. You acknowledge that you may not receive a copy of this Agreement signed by Protection One's
Authorized Manager, a nd that such lack or receipt shall not, In any way, invalidate or otherwise affe<:1 this Agreement.
o I am at least 18 years 01 age, and the fnformallon I have provided Is true and correcl to the best of my knowledge.
D I have read, understood, and agree to lhls Agreement, which contains Imporlanllnformatlon regarding the Equipment
and Services provided by Protect/on One.
o I understand and agree thai the placement 0' my signature electronically on thIs page conslltutes my electronic
signature for this Commercial Schedule of Pr01ectlon Proposal and Sales Agreement, which Is a valid and binding
signature under the Electronic Signatures In Global and National Commerce Acl (liE-SIGN Act").
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY
~~ ~~ .ft>1Z
-- HANS OTTINOT, CI ORNEY
~W\ "S Co~ ~~r s/,'?;,;/.
Printed Name Date
t!~Zu"'1 ~ !darAHVc. c..:;c.... 3/)2-
Printed Name Title Dale
ti -~ 30 I
Printed Name Title Date
6470411:11 -DYI6.SCi 6029
PCP Access aria' CCTV 2012
P8gel1)ol
SIB
,I
p.r~~~.~,~@
COMMERCIAL SCHEDULE OF PROTECTION PROPOSAL AND
SALES AGREEMENT
" J ~ J ,~ i '. -. .'''. . . ".'."' (.'.'
[NOTE: This Agreement shatJ be used exclusively In connect/on with the sale} installation or maintenance of CCTV or Access
Control systems. This Agreement shall not be used In ,onnectlon with any monitoring of any system or other equIpment.)
Branch: 11530
Today's Date: 01/9/2012
Customer Information
Business Name: City of Sunny Isle Beach Contact Phone: 3007921706
nLCenl"'
Address: 18070 Collins Ave Billing Address: 18070 Collins Ave
Sunny Isle Beac, FI. 33160 Sunny Isle Beac, FI. 33160
FlnanclalSummary
Total Equipment and Installation Charge: $0,00
Customer agrees to pay the Total Equipment and Installation Charge shown above, plus applicable taxes (collectively, the "Equipment
Charges"). Simultaneously with the executIon of this Agreement, Customer shall pay SO.OO of these Equipment Charges, with a
remaining balance of $0.00 to be paid upon completfon of the Installation and as a preconditfon of activation of the Equipment and, If
applicable, connection to the Central Station or direct connection service.
RecurrIng Service Charges: $1,381.50 per
month
In addition to the Equipment Charges, Customer agrees to pay the Recurring SefVlce Charges shown above, plus applicable taxes
(collectively, the "Service Charges") for the usage of any Protection One Owned Equipment and any other recurring services selected.
such Service Charges to be paId Monthly, in advance. Customer has made an advance payment of Service Charges In the amount of
$0.00 at the time of sale.
Payment at TIme of Sale
Payment Type IDetalls T Amount Paid I Due at Install
I I $0.00 I $0.00
ANY AND ALL EQUIPMENT AND/OR $ERVII.:ES PROVIDED BElOW ARE DESCRIBED IN AND SUBJECT TO THE MASTER TERMS ANOCONDlTIONS
,.
Site lClcatlCl/1 Information
location Name: The Government Cenler
Address: 18070 Collins Ave Main On Site Contact: I Vlclor Mercedes
Sunny Isle Beac, FI. 33160
'------- Phone: I 3057921706 leell: 17863515661
Site #
System Design Informatlon
System Design Name: ICCTV & ACCESS CONTROL ESP IJob.: I
Transactlon Type
Warranty PerIod I htended Service plan
N/A I Inc In Rale
Alarm System Services
Monitoring Services:
NIA
---.-'.-----.------------------
Access Control Systems
KANTECH
Video Services
AMERICAN DYNAMICS
64704181.0vr6'SCI60:i19
GovCenler2012
Page 1019
SIB
Signaling EquIpment & Services
Device Type ServIce Selections
N/A N/A
Reporting and SupervisIon
N/A
InspectloM
MONTHLY PREVENTATIVE MAINTENANCE ON CCTV AND ACCESS CONTROL SYSTEM
r Equipment List
r :> pantlty Material Code DescrIption
_u_
NO EQUIPMENT TO Be INSTALLED
EquIpment & Installation $0.0
Monthlv Fee $1,381.5
Scope of Work
EXTENDED SERVICE AGREEMENT FOR ALL CCTV & ACCESS CONTROL EQUIPMENT
PREVENTATIVE MAINTENANCE SERVICE CALLS TO BE DONE IN THE 1ST 2 WEEKS OF EACH CALENDAR MONTH
64704181 .DVI6.$CI 6029
Gov Cellle, 2012
PAg1'l20f9
SIB
Master Terms and Conditions
1. Premises. Customer ("Customer" or "you"), 35 a COmmercial enterprise, may now or in the future have one Of more physical business IOc<ltlons
("PremIses") (or which you desire to obtotin from Protection One ("Protection One," "we" or "us") various Equipment and Services. Each of your
PremIses to be covered by this Agreement shall be listed and described In this Agreement or In a separate Additional Premises Rider which may be
completed and eKecuted by the parties. This Agreement will supersede and govern over any Inconsistent provisIons contained In any other prior
agreements, written or oral, between the partIes concerning any PrpmJses covered by this Agreement.
2. Charges. In consideration of the Equipment and Services we provIde hereunder, you agree to pay Protection One the Equipment Charges and
the Service Charges shown above, any activation or other fees, plus applicable taKes (collectlvely, the "Charges"), In accordance with the Payment Terms
set forth above. OUR CHARGES UNDER THIS AGREEMENT ARE BASED ON YOUR AGREEMENT TO RECEIVE AND PAY FOR THE SERVICES FOR AT LEAST
THE FUll INITIAL TERM DESCRIBED IN PARAGRAPH 3 BELOW. If you prepay the total amount due under this Agreement prior to the end of the Initial
Term of this Agreement, then there Is no penalty or refund eKcept as otherwise provided herein, Payment of the Equlpmenl Charges Is a precondition to
the aclivation of the Equipment and any Services you have selected. We may impose a one-lime late charge on each payment that Is more Ihan ten (10l
days past due, which shall be $5.00 or the highest amount permitted by law, whichever Is less. We may Impose relurned check charges of up to $25.00
on each returned check. You Consent and authorize us to: (i} report your paymenl performance under this Agreement to credit reporting agencles; (ii)
obtain and transmit YOUl Taxpayer 10 Number to our affiliates and credit reporting agencies for putposes of verifying your credit his!o')ry and rating; and
(iii) record our telephone conversations with you and the users of the EquIpment and Services for verification and quality control purpmes. YOU
AGREE NOT TO SEND PROTECTION ONE PAYMENTS MARKED "PAID IN FUll:' "WITHOUT RECOURSE", OR WITH SIMILAR LANGUAGE, IF YOU SEND
SUCH A PAYMENT, WE MAY ACCEPT IT WITHOUT LOSING ANY Of OUR RIGHTS UNDER THIS AGREEMENT OR Al LAW, AND YOU WILL REMAIN
OBLIGATED TO PAY All FURTHER AMOUNTS OWED TO US. All WRITTEN COMMUNICATIONS CONCERNING DISPUTED AMOUNTS, INCLUDING ANY
CHECI( OR OntER PAYMENT INSTRUMENT THAT INDICATES THAT THE PAYMENT CONSTITUTES "PAYMENT IN FULL" OF THE AMOUNT OWED OR THAT
IS TENDEREOWITHOTHER CONDITIONS OR LIMITATIONS OR IN FULlSATISFACTlaNOF A OISPUTEOAMOUNT, MUST BE MAILEOOR OElIVERfDTO US
AT: PROTECTION ONE ALARM MONITORING,INC" ATTENTION: EXECUTIVE CUSTOMER RELATIONS, gOO E. WATERMAN, WICHITA, KS 67202
3, Term, The Initial term of this Agreement shall be for (11 years (the "Initial Term"). The Initial Term shall begIn on the date the
EquIpment !s InSlalled and Is operallonal, and when any necessary commun1catlons connection Is completed. In Ihe case of the Installation of
Equipment or the performance of Services at multiple Premises, the Initial Term for each such Individual Premises shall begin on the date the EquIpment Is
installed and Is operational at each such individual Premises. In the case of a system takeover or renewal of an eKlsling agreement where no new
equipment Is Installed, the Initial Term lor each such Individual Premises shall begin at each such Individual Premises when any necessary commun1catlons
connection Is completed, or the dale the new agreement 15 signed, whichever occurs last. You may terminate this Agreement, at any time, upon thIrty
(3D) days' prior written notice 10 us. The term of this Agreement and of each IndMdual PremIses shall automatIcally renew for successIve one (1) month
rl'newal terms unless Wl' receive your written terminallon notice at least thIrty (lO) days before the end of the then current term. In the event that you
terminate this Agreement or any illdivldu<ll Premises prior to the end of the then-current term, you agree to pay us, in addition to <Ill other Charges due
prior to termination, the Charges remaining 10 be paid for the unexpired portion of the lerm of this Agreement or of any Individual Premises. Customer
acknowledges and agrees thai this amount Is an agreed upon early termination charge In the nature of liquidated damages, and Is not a penalty.
4. Increases In Charges. We may Increase our ServIce Charges for each Premises after the third year of the initial Term tor each such Premises (but
no more than once In any twelve (l2)month period) by gIving you thirty (30) days prior written nollce.
S. Addilfonal Charges. Addltlonally, you agree to pay, or to reimburse us If we pay, all false alarm fines and assessments, and all taxes, fees or
other charge~ of any local governmental authority thai relate to the Equlpment or our Services, other than taxes JHessed on our net income. Yeu
further agree to pay: (a) all telecommunications charges for are3 code, telephone numbering or other changes; (b) our then.current charge for
reprogramming the Equipment 10 comply with any area code, telephone numbering or other changes; (eJ any Increases In our cost for facilities used for
transmitting alarm signals under this Agreement; and (dJ our charges resulting from services we may add to continue to provide the Sef'Jlces to you, due
to 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 modiflcallons to the Equlpmenl due to changes In standards and regulattons of governmental or regulatory authoritles,
Including but not limited to, the Federal Communications Commission ("FCC"l, any state or local Fire Marshill, the National Fire Protection Association,
Underwriters laboratories, fire or police department. You agree to pa.y a service charge If we respond to a service call or alarm at your Premises which Is
due to your failure to follow operatIng Instructlons or to properly lock or dose a window, door or other protected point, or Improper or unauthorized
adjuslment to any of the EquIpment. Payment for such additional Charges Is due upon recelpl of our Invoice for such charges,
6, Installatlon and Sale. (A) We Install Equipment according to local codes and ordinances (if applicable) and according to your particular
preferences. 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 drilllng Into various parts of your Premises; (3) You will provide 120V AC electrical oullels for
power equipment In locatlons designated by the Installer; and (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 15 Impracllcal to conccal equipment and wiring. You must within ten (10)
days after the installallon is complete, Inspect the Equipment and notify us in writing of any problems. Otherwise, you will be deemed to have
conclusively accepted the Equipment, If asbestos or other hazardous materials ("II,uardous Materials"j are encountered during Inslallatlon, then
instaflatlon work will cease until you, at your sole cost and expense, remove such Hanrdous Materials. Protection One shalt not be responsible for
securing any Premises during the period of Installation. 18) Ownership of the Equlpmenlthat we Install under this Agreement shall be described In the
paragraph titled ''Transaction Type" Con page 1 of this Agreement, or 011 a separate Addillonal Premi~es Rider or Schedule of Proteltiull, dlld shall be one
of the followIng: (i) Outrli'hl Sale. If you have elected to purchase the Equipment, then, except as set forlh below, you will own the Equipment we
Install at your Premlse~ when you pay the full purchase price described on page 1 of this Agreement, or on a separate Additional Premises Rider or
Schedule of Protection. Notwithstanding anything In thl!. Agteement 10 the contri:llV, ownership of (al any communication device that makes use of
radio, cellular or internet communication paths (Including without !imitation, all equipment associated with AlarmNet') shall be retained by "rotectlon
One or Its owner, and (b) certain Intellectual property associated with the Equipment and our Services, such as certain software. data and
installer/programming codes, shall remain the property of their respective owners. (II) Protection One Owned [ouloment. We retain ownership of the
Equipment we install at your Premises. Upon the termInation of this Agreement or any Individual Premises, you agree that we may enter your Premises
and remove our Equipment /including external signs and decals) and/or disable the (quipment. Should you fail or refuse to allow us access to your
64704181.Dv16.SC16029
GO'JCMlef2012
f'age3Qf9
SIB
Premises, you also agree to: (a) pay us our reasonable charges for the Equipment, and (bl reimburse us for any other costs (including reasonable
attorneys' fees) that we may Incur In seeking 10 gain access to remove the Equipment and/or to collect such charges. We have no obligation to repair or
redecorate your Premises after any such removal. Our removal, dlsabli"g or abandonment of such Equipment does not constitute a waiver of our right
to collect any unpaid Charges. (iii) Third Partv Financed Sale. If you have elected to finance the purchase of some or all of the Equipment with a third
party lender or leasing company, then 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 lend('r/I('ssor may require you to maintain Insurance, may make you respomible for various other costs and fees, and may
obligate you 10 pay the lender/lessor regardleH of Proteclion One's performance hereunder. Protection One makes no recommendations on lendIng or
leasing sources and is not responsible for your selection of a lending or leasing source, or the terms of your agreement with the lender/lessor, and
Protection One hereby disclaims any and all liability in connection with your arrangements with your lender/lessor. (Iv) ConversIon of ExlstlnJ!:
Eouloment. If you currently have existing and compatible equipment at your Premises, we may utitize such equipment. Such exislfng Customer owned
equipment shall remain your property. We may elect to repair or replace your nonfuncUoning existing equipment to provide our Services and you agree
to pay us our then-current charges fot ilny such replacement equipment, and you agree that any repairs needed to make the existing equipment
operational wilt be performed on a time and materials basis at our then-current time and materIals rates, We do not warrant equipment that we do not
Instalf. Our pricing and your costs under this Agreement are based on the aS5umptlon that any existing equipment In your Premises Is compatible and Is
in good operatIng condition. If we determine that your existing equipment is incompatible or Is not in good operating condition, then additional charges
may apply. IC) Risk of Loss. Protection One Is not liable or responsible for any damage, loss or casualty of or to any Equipment from any cause beyond
our reasonable control. NO SUCH DAMAGE,LOSS OR CASUALTY WilL AFFECT YOUR RESPONSIBILITIES AND OBliGATIONS UNDER THIS AGRHMEN!
Unless you have purchased and paid tile full purchase price for the Equipment, in which case the risk of loss to the Equipment is solely yours, you must
keep the Equipment Insured against all risks of loss In an amount f!qual to the rf!placf!ment cost and, at our request, have us listed on the policy as the
"loss payee,"
7. Termination of Services; Default. (A) We may, at any time upon twenty.four (241 hours prior nolice, terminate this Agreement and the
ServIces at our optron and without J1ablllty If: (1) Our Central Station, equipment or facilities, or the telephone network, are destroyed, damaged or
malfunction so that II ]s Impractical for us 10 continue the Services; (2) We cannot acquIre or retain the transmissIon connections or authorhatlon to
tr;msmit signals between your PremIses and our Central Station or belween our Central Stallon and any 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 the Equipment; 141
The I::qulpment generales excessive false alarms due to circumstances beyond our reasonable control; or (S) You or your personnel fail to fottow our
recommendations to repair or replace any defective parts of the Equipment not covered under the LImited Warranty or Extended Service Plan (If
applicable), or fail to follow operal1ng Instructions for, or tamper with, the Equipment. Additionally, upon thirty (30) days prior notice to you, we may
terminate this Agreement for any other reason at our discretion. If we lermlnate this Agreement for any of these reasons, Ihen we will refund any
advance Service Charges tor Services to be provided after the termlnallon date, less any Equipment Charges 5titl due, but we shall not be liable as a
result of any such termination. IB) In addition, you shalt be In breach, and we may, at our option, terminate this Agreement and exercise our rf!medles
for thf! enforcement of this Agreement if: (1) You fail to pay any Charges or other amounts due hereunder or under any other agreement you have with
us, and such fdllure 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; (4) you otherwIse fail to comply wilh any non-monetary obligation or covenant contaIned herein or in any other agreement you have wilh us,
and such faHure continues for thirty (30) days after we provIde written notice 10 you; (S) You deny us reasonable access to the EquIpment located at any
Premises; or (6) You become a debtor In a bankruptcy or other Insolvency proceeding. We may charge you Interest at the highest legal rate allowed on
past due amounts. You agree to pay us all reasonable costs, fees and expenses Incurred by us In conneclfon with the enforcement of this Agreement,
Including collectIon expenses, court costs, and reasonable attorneys' fees, (C) Any default by you under this Agreement shalt also be a default by you
under any other agreement between you and us. (D) You may terminate this Agreement if we breach any material provision hereof and we fall to cure
such breach within thirty (30) days following your written notice thereof. In addition, you may terminate this Agreement If we become a debtor In a
bankruptcy or othei Insolvency proceeding.
8. Representatfons and Warranties. You represent and warrant that you: (a) requested the Equipment and Services specified In this Agreement
for use in commerclal purposes and not for personal, family or household purposes at for or on behalf of a third party; (blown the Premises or
otherwise have the legal authorily to authorile us to Install the Equipment In the Premises; and (c) will comply with all laws, codes, and regulations
pert<llning to thp. Premises and your use of the Equipment or our Services.
9. We Are Not an Insurer. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, YOU AGREE THAT: (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 CHARGES ARE BASED ON THE DETERRENCE AND OTHER VALUE OF THE EQUIPMENT AND
SERVICES WE PROVIDE ANO OUR LIMITED LIABILITY UNDER THIS AGREEMENT, AND ARE NOT BASED ON THE VALUE OF YOUR PREMISES OR ITS
CONTENTS, OR THE LIKELIHOOD OR POTENTIAL EXTENT OR SEVERllY OF PERSONAl INJURY (INClUDING DEATH) TO MFECTED PERSONSj AND (D) THE
EQUIPMENT AND SERVICES MAY NOT ALWAYS OPERATE AS INTENDED FOR VARIOUS REASONS.INCLUDl~JG OUR NCGlIGENCE OR OTHER FAUlT. WE
CANNOT PREDICT THE POTENTIAL AMOUNT, EXTENT OR SEVERITY OF ANY DAMAGES OR INJURIES THAT MAY BE INCURRED BV YOU AND OTHER
PERSONS WHICH COULD BE DUE TO TIlE FAILURE OF THE EQUIPMENT OR SERVICES TO WORK AS INllNDEO. AS SUCH: (I) YOU AGREE THAT THE
liMITS ON OUR LIABILITY AND mE WAIVERS AND INDEMNITIES SET FORTH IN THIS AGREEMENT 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 (Ill) EXCEPT AS PROVIDED IN PARAGRAPH 10 BELOW, YOU WAIVE All RIGHTS AND REMEDIES AGAINST US,
INCLUDING All RIGHTS OF SU8ROGATlON, THAT YOU, ANY INSURER OR ANY OTHER THIRD PARTY MAY HAVE DUE TO ANY LOSSES OR INJURIES YOU
OR OTHERS MAY INCUR. THIS PARAGRAPH 9 SHAll SURVIVE THE TERMINATION OF THIS AGREEMENT AND YOUR ACCOUNT, AS WEll AS
VOLUNTARY PAYMENT IN FUll BV YOU, ANY LEGAL PROCEEDINGS BY US TO COlLECT A DEBT OWED BY YOU, ANY BANKRUPTCY BY YOU, AND/OR
ANY SALE BY US OF YOUR ACCOUNT.
10. Indemnity; limitation of liability.
(3) Indemnilv. We wjlf hold you, your officers, directors, .1ger.ts and employees, harmless from any cl:llm, demand, losses, dam;;lges, injuriei
(including deathl, liabilities or other ekpenses ("losses") to the extent and only to the elCtent that such Losses result solely and direclly from the
negligent acts or omissIons of Protecllon One, its agents or employees, during and within the scope of employment of such persons while presenl at a
64704181.0VI6-SC16029
GovCelller2012
Page4ot9
SIB
Premises; orovided however. that the terms of this Paragraph 10(a) shall not apply to, and we shafl not In any event be liable for, Losses: (j) arising out
of, resulting from, or in any way due or attributable to, the condition, nonfunctionlng, malruncUon, laulty design, faulty Installation, or failure in any
respect of the Equipment or Services to operate or perform as intended (collectively, "Alarm Failure [vents"), regardless of whether such Alarm Failure
Events arise out of the negligent acts or omissions of Protection One, its agents, employees, subcontractors and/or suppliers (including software
suppliers); and/or (ill any loss of or damage to any computer system or electronic data arisIng out of, resulting from. or ~ltributable to, an Alarm Failure
Event or yOUr request for our technician to access your systems or program your firewalls, routers and switches. Any liability of Protection One for
Alarm Failure Events or losses arising out of Alarm Failure [vents Is sltictly limited pursuant to Paragraph lO(bl below.
(b) llmitatfon of U~bHitv for Alarm Failure Ew!nts. NEITHER WE NOR ANY PERSON OR ENTITY AFFILIATED WITH US SHAll BE LIABLE FOR ANY
LOSSES ARISING DIRECTLY OR INDIRECTLY FROM ANY ALARM FAILURE EVENT. WE ARE NOT LIABLE UNDER ANY CIRCUMSTANCES FOR THE
ADEQUACY OF THE EQUiPMENT DESIGN OR DESIGN CRITERIA ESTABLISHED BY YOU, YOUR DESIGN PROFESSIONAL, OR LOCAL CODE REQUIREMENTS.
IF, NOTWlTtlSTANDING THE PROVISIONS OF THIS PARAGRAPH 10(B), WE OR ANY PERSON OR ENTITY AFFILIATED WITH US ARE OETERMINED TO BE
RESPONSIBLE FOR ANY LOSSES ARISING FROM ANY ALARM FAILURE EVENT, YOUR CLAIMS AGAINST US AND/OR ANY PERSON OR ENTITY AFFILIATED
WITH US SHALL BE lIMITED TO $2,000.00. THIS AMOUNT IS YOUR SOLE AND EXCLUSIVE REMEDY fOR ANY ALARM FAILURE EVENT, EVEN IF CAUSED
BY PROTEClION ONE'S NEGLIGENCE OR THAT OF OUR AFFlLlAlES OR OUR RESPECTIVE EMPLOYEES OR AGENTS, BREACH OF CONTRACT, BREACH OF
WARRANTY, STRICT LIABILITY, OR OTHER FAULT. AT YOUR REQUEST, WE MAY IN OUR SOLE DISCRETION AGREE TO ASSUME ADDITIONAL LIABILITY
BY THE ATTACHMENT OF AN AMENDMENTTO THllj AGHHMENT STATING THE EXTENT OF OUR ADDlTIONAlllA81l1TY AND THE ADDITIONAL COST
TO YOU. YOU AGREE THAT WERE WE TO HAVE LIABIliTY GREATER THAN THAT STATED ABOVE, WE WOULD NOT PROVIDE THE EQUIPMENT OR
SERVICES.
(e) Intellectual Prooertv Indemnlflcatlon. If Protect/on One has received from the manufacturers of the Equipment we install, an agreement to
Indemnify and/or defend any claim or suIt or proceeding brought against Protection One based on a claim that the sale, use or transfer of any
EquIpment Is an InfrIngement of any third party's patent or property rIghts, then Protection One shall Indemnify you and defend you against all such
claims to the extent (and only to the ektent) such an Indemnity and/or defense is provided by the pertinent Equipment manufacturers. Should you
receive notice that the Equipment allegedly Infringes the rights of any third ptlrty, you shalt promptly notify Protection One in writing, and shall give full
authority, informallon and assistance to Protect/on One in connection with Its Investigation of the claim, and In connedlon with any settlement or
compromise of such claim made with your consent, which shall not be unreasonably withheld, conditioned or delayed. In addition, Protection One may,
at Its sole cost and expense, elect to replace or modify the Equipment so that alleged Infringement will not exist; orovlded however. that such
replacement equipment or modified equipment will continue to have at least the same functIonality and performance specifications as the EquIpment
Installed pursuant to this Agreement, and shan be acceptable to you in your reasonablE! discretion. Protection One shall not have any other flabHily to
you with respect to claims of Intellectual property Infringement.
Cd) Conseauentlal Dama~es. NOTWITHSTANOING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL WE BE LIABLE; TO YOU
OR ANY OTHER PERSON fOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECULATIVE, SPECIAL, EXEMPLARY, OR OTHER INDIRECT DAMAGES,
INCLUOING, BUT NOT LIMITED TO,LOSS OF BUSINESS, PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE, EVEN If WE HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
(e) Survival. The terms of this Paragraph 10 shall survive the termlnatfon of thIs Agreement and of 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, and/or any sale by us of your Account.
12. Customer Duties. You agree to: (a) Instruct all persons who use the Equipment on its proper use; (bl test the Equipment's protective devices
and send test signals monthly to our Central Station; (e) turn off, control or remove all air conditioning systems, heaters and other items that intedere
with tllaflrl detection devices; {d} notify lJS Immediately If a problem with the Equipment occurs; Ie) obtain and keep it. effect all permits and licenses
Ihal may be required for the Installation and operatlon of the Equipment; (f) pay all usage fees Imposed by any tlovernmental authority In connection
with the Equipment; (g) provide us a (omplete Monitoring Information Schedule so we may call your designated contacts In the event we reasonably
believe there Is an emergenc.yat your Premises; (h) provide us any other emergencyinforrnatlon we may request; (I) promptly update us In writIng with
any changes to your Monitoring Information Schedule; and OJ notify us prIor to any change In your phone servIce, including. but not limited to a
disconnectlon of your regulilr phone Une or any change In vendors of your phone service. Your failure to perform under this Paragraph 12 Is a material
breach of this Agreement. You i1gre(! that we may provide the information on the Monitoring Information Schedule to any governmental authority
having jurisdiction over us or the EquIpment. LOCAL AUTHORITIES MAY NOT RESPOND TO ALARM NOTIFICATIONS UNTIL ALL PERMITS AND LICENSES
FOR USE OF utE EQUIPMENT HAVE ElEEN OBTAINED, AND THEREFORE WE MAY NOT BEGIN MONITORING ruE EQUIPMENT, AND MAY NOT DISPATCH
EMERGENCY AUTHORITIES IN THE EVENT OF AN ALARM ACTIVATION, UNTIL YOU HAVE OBTAINED, AT YOUR EXPENSE, ALL NECESSARY PERMITS AND
LICENSES, AND PROVIDED US WITH THE LICENSE OR PERMIT NUMElER.
13. Serv](es.
A. Monl19!iJ:!g~. If you have subscribed to Monitoring, Signal ReceivIng and NotificatIon Services, we shall program the Equipment to
communicate to our monitoring facility ("Central Station"). When the Central Station receives an alarm signal from the Equipment {an "Alarm Event"},
we will make reasonable eHerts, consistent with local laws and our response polides, to conta(t 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 thai the
Alarm Event Is not a false alarm. Local governmental regulations and Industry ~tandil(ds designed to reduce false alarms may result In conditions or
testrictlons on the dispatch of ERPs In response to an Alarm Event, and such condilions or restrlctlons may (esult In delays of notification of authorities
or require that addillonal mea~ures be takelltO' verify the Alarm Event beror~ dispatch. W~ do not guarantee that such additional measures will be
successful or that Emergen<:y 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 avallab!e person designated on your MonitorinR Information
Schedule. We may, without notice to you, In response to governmental or Insurance requIrements, or otherwise in our sole dlscretlon, alter, amend or
discontinue any of our policies and !)ro(edures for <llarm response. Also, you acknowledge ilnd agtee that <IllY speciallnstrucllons provIded by "'QIJ for
the handling of alarm signals must be presented and agreed to by us In writing. We may, In our sole discretion, reject your speclallnstructiom. You
understand that any deviation from our normal Alarm Event handling procedures may result In inc(ea~ed risk of los5 or damage to you and your
PremIses.
!,\41Q4181.()Vl6.SCI6029
Go"Cell1er2012
PallIJ5019
SIB
(I) TelecommunIcations. You agree to provide a traditional telephone connection to thf Public Switched Telephone Network. Such connection
shall have priority over any olher telephone or other equIpment, and shalt be within ten (10) feel of Ihe Equipment control panel. You acknowledge that
your use of DSl, AOSl, Digital Phone, or Vo!ce over Internet Protocol (VolPI. or other internet based phone services may cause signal transmiHlon to our
Cenlral Station may be Interrupted, and thai we do not recommend u~e of such selVices for signal transmission unless suppll'!mented by a backup
service whlth may be provIded by us for an additional charge. If the Equipment Is configured 10 operate over such nontraditional service, or if you
change your phone service to a nontraditional phone service after Installation, Ihen you acknowledge that slgnallransmlssion may be InleHupted by
irregularities or changes In that sl!lVice, power outages, and other cIrcumstances beyond our control. ACCORDINGLY, IMMEDIATElY AfTER THE
INSTALLATION OF DSL, AOSl, DIGITAL PHONE, VolP, OR OTHER BROADBAND OR INTERNET PHONE SERVICE YOU MUST NOTIFY US AND MUST TEST
THE EQUIPMENT'S SIGNAlIRANSMISSION WITH THE CENTRAL STATION. At your request, we may provide alternative forms of alarm communlcalJon
utili ring your broadband Internet s(>fvlcc or a radio or cellul;)r based system. You authorire us, an your behalf, to request services, orders or equipment
from a telephone company or other company providing sIgnal transmissIon or reception services or facllitics under this Agreement. These services
Include providing lines, signal paths, scanning, transmissIon and/or reception. You agree that the telecommunication prOVider's liability is limited to the
sante extent our liability is limited pursuant to the terms of this Agreement.
(II) Digital Communicator. If connection to our Central Station is to be by DIgital Communfcator, you agree to provide a connectlon via a registered
telephone Jack to a telephone channel required for the Equipment. Such connection shall have priority over any other telephone or Customer
equipment, and shall be within ten PO) feet of the Equipment control panel. At your request, and at your sole cost and expense, we will provide such
connection. 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 cannol be received If the transmission mode Is cut, Interfered wllh, or Is othel'\Vise damaged.
(III) Radio Interface. If connection to our Central Station is to be by radio frequency, such as cellular or private radio, there may be times when the
EquIpment will be unable to acquire, transmit, or maintain an alarm signal, and that r<ldlo frcquencytransmisslons may be Impaired or interrupted by a
variety of conditions and circumstances beyond OUf control, Including storms and power failures. Accordingly, the utilization of an addillonal means of
communications Is recommended. Also, changes in rules, regulations and policies of the fCC and other governmental bodies may require
discontlnuatJon or modification of some or all of these Services.
B. Int~.!J.e1..Proto~QU!!ut:.Qjervlg.1. If any of the Servfces you select communicate or transmit over an internet protocol based service, you
acknowledge and agree that: (I) you wlll maintain 120V AC power supply for each device; (iI) we are not responSible for your network or Internel
services, which may be affected by conditions beyond our control, and that any Interruptions in your network or Internet service may cause the Sef\'lces
to fall to operate as Intended; lill) you may be required to maintain a static If> address, which may require you to incur additional cOsts, and that any
changes to your IP address may cause a sef\'ice interruplion; (Iv) you may be required to open certain port{s) on your firewall for proper communication;
and (v) you are responSible for the configuration of your routers, flrewalls, switches, <Ind hubs, If applicable, to ensure communication with our Central
Station.
C. LImited W<lrrantv. Subject to the limltatlons and exclusions set forth below, dUring the Warranty Period following Installallon reflected on page
1 of this Agreement, or on a separate AdditIonal Premises Rider or Schedule of Protect/on, we will at our cost, repair or, at our option, replace, any
defective part of the EquIpment we Install, Includjng wiring, and will make any needed me(hanlcal adjustments. We will use new or recondllloned parts
for replacements. Our obligations under this Paragraph are for your benefit only, and may nol be enforced by any other person. The laws of your state
may give you rights In addition to or different from those described herein.
D. Extended Service Plan. Subject to the limitations and exclusions set forth below, if you have subscribed to our El(\ended Service Plan, then In
lieu of our limited Warranty obligatIon, we will at our cost repair the Equipment we Install for the duraUon of the term of such Extended Service Plan.
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 subscribe to the
Extended Service Plan after the InlllallnstallaUon, the Equipment must be in good working condition at the time of subscription. To purchase our
Extended Service Plan, call1-S00-GET-HElP.
E. CamerasNideo. We will Install and connect the camera devices described In this Agreemenl at your Premises. You acknowledge and agree that:
(I) the Equipment is being installed at your speclfic request and Is for the safety and security of the employees, Invitees and other persons at the
Premises, and for no other purpose; (Ii) the Equipment will only be Installed in public areas within the Premises, and will not be Installed or utilized in
any area where persons have a reasonable expectation of privacy, such as bathrooms, etc.; and (iii) You will provIde adequale iUumination under all
operatlonal conditIons for the proper operation of the video camera and will provide the 120 AC power supply where required. 8ased on the following
selVlce selections, the camerals) will be configured as follows: (I) e.Secure Video: the camera(s) may (i) provide live streamIng video which may be
viewed from your "rotectlon One account on a PC with adequate InterMt connectivity, or (H) send video related to spedne Alarm Events which may be
forwarded to your e.mail account or mobile device. Protection One will not receive Of store these video recordings. (2) VerifiCation Video Service: the
Equipment will be configured to send Images to an alarm operator for verification of video images directly associated with fire, burglary, panic, or crillcal
condition alarm signals. (3) Remole Tours: an alarm operator wlll review video Images at regular Intervals as scheduled by you for Images associated
with critical and non-critical events or condll1ons as defined by you and accepted by us.
F. Radio/Cellular Service, (I) SecureCells: We will Install and connect a radio or cellular transmission device to the Equipment. The transmlss!on
device will be a backup communicatIon link with our Central Station In the event thai your regular telephone service or prImary communlcaUon link to
(Jur Central St..t!on I~ disrupted. (ii) PrimeCell"': If you select PtimeCell'" sefvice, a radio or cellular transmission device will be the Equlpment'.s only
communications link with our Central Station. If you have selected Secure Cell or Prime Cell servIces, then you aCknowledge that there may be Umes when
the Equipment 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 condltlolls and circumstances beyond our reasonable control, Indudlng storms and power failures. ,\ccordlngly, the utill2atlo/l of a backup
means of commun:(atlon with our Central Station is always recommended. Also, changes in ,ules, re8utalions and poli<1es or the FCC dnLl othl"r
governmental bodies may require 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 Immedlale access to your transmitter In the event of such a malfunction or
emergency, and you agree to permit access to such persons In such an event. Should you refuse to provide such access, you agree we will be entitled to
64104181.DV16.SC16029
GC\~C9!'lIer2012
Page6C\19
SIB
obtain an elt parte court order permitting access to eitl1er repair or remove the transmitter, or take such other steps as are appropriate under the
circumstances. You agree 10 pay all reasonable expenses, including attorneys' fees, we Incur In conneclion with such proceedings.
G. e-Secure. If you have subscribed to e-$ecure services, you will have access to your monitoring account via an internet or other connection, and
will be able to remotely arm, disarm and make changes 10, and receive various notifications (rom, the Equipment. Oased on your account configuration,
you may also receive e-mail, texl or video transmissions notifying you of selected events that occur with the Equipment. You agree that these
notifications are not tntended to replace our professional monitoring services and understand that there Is Inherent risk associated with response to
potential Alarm Evenls. Under no circumstances wlll we be liable for any loss, Injury or damage of any kInd Incurred as a result of your response to
these notifications. We are not responsible for any software or hardware purchases necessary for you to remotely access the Equipment. Also, we are
not responsible for your Internet, cellular or telecommunlcallon services, which can be affected by conditions beyond our reasonable control.
H. Direct Connect Services. If thls Agreemenl so Indicates, we will Install a direct connecllon to the law enforcement, fire department or other
agency shown on your Monitoring information Schedule. Alarm signais transmitted by the EquIpment will be monitored by the police and/or Fire
departments or other f.RP's or their agents. You acknowledge andagreethat such agencies are not the agents of Protealon One. Protection One hereby
disclaims any responsibility for the manner In which such sIgnals are monitored, and/or the response, or lack of response, to such signals by the persons
monitoring the Equipment
I. Insoect!ons. We will provide the number of inspecllons of the Equipment as specified In this Agreement during our normal working: hours and
subject to the condItions and exclusions set forth In Paragraph 14 below.
J. Alarm Veriflcatlon. If your police or fire department now or in the future requires physical, visual or other vetificatlon of an emetgency
condilion before responding to a request for assistance, then you agree to subscribe to such verification service, or otherwise comply with such
requltements. We may charge an additional fee for such service.
K, Device Verification Service. It you subscribe to Device Verification service, Equipment will be installed which, as to certain locations in the
Premises, requires the activation of two (21 or more semlng devices, requires a second activation of a single alarm sensor, or requires 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 tor disconnectIng or reconnecting the alarm sounding and/or transmitl1llg EquIpment at the Premises.
1. Vault Protection. You represent and warrant to us that any vault covered under this Agreement by sound or vibrallon detection systems has
the minimum construction characteristlcs prescribed by the Undef\'lflters' laboratories. tnc. You agree to lest any ultrasonic, microwave, capacitance or
other electronIc equipment designated tn this Agreement prior to setting the Equipment for closed periods according to procedures established from
time to time by ProtectIon One, and to noUfy us promptly In the event that such equIpment fails to respond to the test
14. limItations on our Warranty, Extended Service plan and ServIce Obl/gatlons. We perform repaIr servIces only during our normal working
hours which are 8:00 a.m. to 5:00 p.m., Monday through Friday, elCcluding holidays. IF YOU REQUEST US TO PERFORM REPAIR SERVICES OUTSIDE OF
QUR NORMAL WORKING HOURS, THEN WE MAY REQUIRE YOU TO PAY FOR OUR SERVICES AT OUR THEN. CURRENT RATES FOR LABOR AND PARTS.
The Extended Service Plan shall apply to consumable Items such as batteries, and to window foil, security screens and extetior mounted devices, only for
the Warranty PerJod following InstallatIon. In addillon, we haveno obligation under our limited Warranty or Extended Service Plan 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, rlols,
floods, terrorism or any other cause beyond Protection One's reasonable control; (6) Your failure to properly close or secure a door, window or other
point protected by an alarm device, or to properly lollow opefallng Instructions; (e) Telephone line malfunctlons or modifications to your telephone
service that render It Incompatible with the Equipment or our Central Stalion; (0) Your failure to provide ordinary maintenance to the Equipment or its
components (repairs 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 the Equipment; (E) Physical alterations to your Premises or to the EquIpment, or made necessary by damage to
your Premises or the Equipment; or IF) Any of the reasons described In Paragraph 5 above. Our warranty applies only to Equipment Installed by us. You
must furnish the necessary electrlcal power at your cil"pense to obtain warranty services. Charges for /lon-covered repairs will bl! at our then.current
labor and material rates, including a minimum visit or trip charge. OTHER THAN THE lIMITED WARRANTY AND OUR OBliGATIONS UNDER THE
EXTENDED SERVICE PLAN (IF SUBSCRIBED TO), WE MAKE NO GUARANTY OR WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICES WE PERFORM
OR THE EQUIPMENT WE PROVIDE UNDER THIS AGREEMENT, INClUDING WrTHOUT UMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY,
SUITABIliTY, CONDlTION, OR FITNESS FOR A PARTICULAR PURPOSE.
IS. DelaY$. We ~haU have no !lability for dclilYS in lnstall3t:on at the Equipment or for the consequences thereof, however caused, or fot
interruption$ of Set'Jke or for the consequence5 thereof, duC! to strikes. riots. noods. acts of God, terrorism, or any other causes beyond the reasonable
control of Protection One, and Protection One will not b~ required to provide Services or substitute selVJccs to you while any InterruptIon of Servlccs
due to any such causes shall continue.
16. AssIgnment. You may not assign any of your rights or obligations hereunder, whetl1er by operation 01 law or otherwise, without our prior
written consent, which shall not be unreasonably withheld, conditioOf'd or delayed. Notwith~tanding the foregoing, provided you are not tn default
under this Agreement, you may assIgn this Agreement In its enUrety. without our consent, in connecUon with a merger, acquisition, corporate
reorganization, or a sale of all or substantially all of your assf'ts, to a person or entity which expressly assumes and agrees to perform your obligations
hereunder. Subjec.t to the foregoing, this Agreement shall bind and inure to the benefit of the parties, and their respective successors and permitted
assIgns. We may assign thIs Agreement or subcontract any or all of our obligations under this Agreement without your consent and without notice to
you. The provisions of this Agreement (I) apply to and Inure to th~ benE'fit of e~ch of our assignees, s;ubconlraltors iJnd/or suppliels {including out
software suppliersl, and (iiJ bind you to a!1 such persons or ('ntities with the same force and eHect as the\' bind you to Protection One. This includes the
protections sel forth in Paragraphs 9, 10 and 11. In this Agreement, "Services" shall be deemed to include all alarm monitoring-related services,
Including but not limited to all such se,-vlces provided, In whole or In part, though or In common with any software that we tic~nse from our scftware
suppliers.
64704151 . DVI6 -$Cl 60 ~9
GovCenle,2012
Page Tcl9
SIB
17. Severability. If any of the provisions of this Agreement shall be determined by a oourt of CO(npelent iur;sdictiOll to be invalid or unenforceable, then
the remainIng provisions of this Agreement shall remain in full force and effect.
18. Arbitration of DIsputes. It Is the intention of the parties that whenever possible, if a dispute or controversy arises hereunder then such dispute
or controversy shall be seWed by arbit(atlon in accordance with the procedures, rules and regulations of the American Arbitration Association. The
decision rendered by the Arbitrator shall be final and bInding upon the parties and judgment upon the award rendered by the arbitrator may be
entered In any court having Jurisdiction. Arbitration shall be held In Miami-Dade County, Florida. All costs of arbitratlon and attorneys' fees Incurred by
the parties shall be paid by the non. prevailing party or, if neither party prevails on the whole, each party shall be responsIble for it portion of the cOsts
of arbitration and their respective attorneys' fees as may be determined by the court on confirmation.
19. Legal Actions. All claims, disputes and legal adlons arising under this Agreement (a "legal Action") will be governed by the laws 01 the State
where your Premises Is located and any applicable Federal laws, without regard to conflict of law principles. You agree 10 file any claim, dIspute or
legal Action arising out of this Agreement, the Equipment or our Services (whether based In negligence, breach of conllatt, breach of warranty, strict
liability, or other faull) within two (2)years after the date the cause of action for such claIm accrued. thIs provhlon shall survive the termination of this
Agreement and your Account, as welt as voluntary payment In full by you, any legal proceedings by us to coltect a debt owed by you, any bankruptcy by
you, and/or any sale by us of your Account.
20. Enllre Agreement, This Agreement is the entire agreement between you and us, and supersedes all previous contracts or agreements between
you and us regarding alarm or similar services. You agree thai we are not bound by any representatlon, promise, condition, inducement or warranty,
e)(press or Implfed, not Included in this Agreement. The terms and conditions of this Agreement shall govern over the provisIons of any other document,
including but not limited to vour purchase orders, with Inconsistent terms.
21. Execution. This Agreement and any signatures on it may be transmitted and delivered by facsimile or other electronic means (such as e.mail),
and all such signatures and eleclronic transmissions of this Agreement are to be treated as orfglnals for all purposes and given the same legal force and
effect as a signed paper contract. In addition, this Agreement may be signed and accepted electronically by both parties, and the mutually accepted
versIon of this Agreemenl, whether printed or elect(onlc, also Is to be treated as an orlglnal for all purposes, with the same legal force and effett as a
signed paper contract. Your obligations under this Agreement are blndl'lll on all authoriled users cf the [qulpmenl. Ea~h party has subslantially
partle/pated In the drafting <Ind negoti<ltion of thiS Ag(eement, <Ind no provision hereof shall be construed against either party by virtue of the fact that
such provision was drafted bv such party. Each party represents and warrants Ihat it has the unqualified right to enter lhls Agreement, and that it has
the right to perform all obligations under thIs Agreement.
Protecllon One Alarm MonItoring, Inc. licensing Informallon. ALABAMA: Electronic Security Board of licensure, 7956 Vaughn Road, Suite 392.
Montgomery, Al 36116, Telephone 334-264-9388. Al: 643, 533, 744, 1018, 28211, A-OI06; ARKANSAS: Arkansas Board of Prlv.lte Investfgators and
Private Security 1 State Pollee Plala Drive, Uttle Rock, AR 72209, 501-618-B6oo; #E97-122; ARIZONA: ROCI902>16; CALIFORNIA: 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 CONTRACfORS' 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 REGISTAR, CONTACTORS
STATE LICENSE BOARD, P.O. BOX 260000, SACRAMENTO, CAlIroRNIA 95826, CA #ACO-3717, 11626615, ACB 4570, ACB 4571, ACe 4572, ACB >1573, ACB
5039, Ace S052, ACB 5054, AC8 5292; CONNECTICUT: IH85182; DELAWARE: 111998200138 1197-54, CSR5l-0029; FLORIDA: EF20000524: GEORGIA;
lVA20S766; IOWA: AC-0082, M0310; IDAHO: SC-21391; ILLINOIS: 11127-001000, #128.000113, #128.000151, #128-000115; LOUISIANA: F713; MAINE:
#MC60Q18702 ; MARYLAND: 1103371885, #1107-1603; MAS5ACHUSEnS: 10066C; MICHIGAN: 113601205122, #3602203841, IIA.0378, 115103229;
MINNESOTA: IIT500502; MISSISSIPPI: 1115007478, 15007925; MONTANA: 11162, #299; NEVADA: 1I003166gA, UF189; NEW MEXICO: #58345, 08.0040;
NEW JERSEY: POloo8, 009S786, Of 000354; NEW YORK: licensed by the NYS Oepartmelll of State. NY 1112000261120; NORTH CAROLINA: 111285- CSA,
24466-SP-lV, BPN 001777P6; OHIO: #50-18-1493; 1150-18.0003, 50.25.0001, 50.31.0001; OKLAHOMA: 11621; OREGON: IlC(B116325, #34.428CLE;
PENNSYLVANIA: ItPA003926; RHODE ISLAND: 1/9775; SOUTH CAROLINA: /t8AC 5097, flFAC 3162; TENNESSEE: #638, 641, 642, 697; TEXAS: Complaints
can be filed In Te)(as with the Texas Commission on Private Security, 5805 lamar Blvd., Austin, Texas 78752. TX ItACR-1637, It B.08690; UTAH: #33C634-
6501; VIRGINIA: 1t11-2!)]3, #2laS, #105226A; WASHINGTON: PHOTW0121<2, ~ROTEOA033BP, 601 354 926; WISCONSIN: 600-000018168101;
WYOMING:lllVA17.
(REMAINDER OF PAGE INTENTIONAllY BLANK - SIGNATURES ON FOLLOWING PAGE)
64/04181 .DVI6.SCl ti029
GovCenler201:?
Pag&6019
SIB
. .
Signatures
NOTICE: Our Charges under this Agreement <Ire based on your agreement to receive and pay for the services for a full
term.
(1) yea,
IF THIS AGREEMENT IS TERMINATED BY YOU PRIOR TO THE END OF THE THEN.CURRENT TERM, EXCEPT AS OTHERWISE PROVIDED
HEREIN, YOU AGREE TO PAY US THE SERVICE CHARGES THAT WOULD HAVE BEEN PAYABLE DYYOU FOR THE REMAINING TERM OF THE
AGREEMENT BUT FOR THE EARLY TERMINATION HEREOF.
AneNTION IS DIRECTED TO THE WARRANTY, LIMITATION OF liABIliTY AND OTltFR HRMS AND CONDITIONS SET FORTH IN HilS AGREEMENT.
This Agreement Is not binding upon Protecllon One unless and until either signed by an Authorized Manager of Protetllon One, or we begin the
Installation of Equipment or provIsion of Services. You acknowledge that you may not receive a copy of this Agreement signed by Protectron One's
Authorized ManaRer, a nd that such lack of receipt shalt not, In any way. Invalidate or otherwise alfecllhis Agreement.
o J am ai/east 18 years of age, and the Inlormallon I have provided Is true and correct to the best of my knowledge.
D I have read, understood, and agree to this Agreement, which conlalns Important Information regarding the Equipment
and Services provIded by Protection One.
o I understand and agree that the placement 01 my signature electronically on lhls page constitutes my eleclronlc
slgnalure for this Commercial Schedule of Protection Proposal and Sales Agreement, which Is a valid and binding
signature under the Electronic SJgna1ures In Global and National Commerce Act {"E.SIGN Act"}.
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY
~~ /I~~ ~
HANS OITINOT, CITY AITORNE
~ ~ c,kt\ ~ r 'S, If, I;).
Printed Name Title D<lte
C.5~ ~;;2-
Title Date
C,-':::J- :'>1, IZ
Title Date
617041111 - DV16.SC16029
GOl'Cerler2012
Pil9~9 0!9
SIB
Preview
Page 1 of2
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:
Giovanni Batista, Public Works Director
DATE:
12/15/2011
RE:
Entering into a one year agreement with Protection One for the
maintenance and monitoring of the security system for the Government
Center and Pelican Community Park.
RECOMMENDATION:
Staff is recommending the Commission approve the attached Resolution to enter into a
one year agreement with an option for a second year with Protection One to provide
maintenance of the City's security system and for monitoring at the Government Center
and Pelican Community Center for an amount not to exceed $22,134.60.
REASONS:
The City is currently using Protection One for the City's security solution at the
Government Center and Pelican Community Center. The City solicited written quotes
from 3 vendors including Protection One. The vendor quotes are as follows for annual
servIce:
ADT: $29,503.84
Stanley Security: $23,160
Protection One: $22,134.60
Our current annual Protection One contract is $24,480. So there is an approximate annual
savings of$2,345.
FUNDING SOURCE:
Government Center account # 10-534-5463
Pelican Community Center account #10-573-5463
http://sibagenda.sibfl.net/agendaJPreview.aspx?ItemID=657 &MeetingID=O&MeetingDate... 12/9/2011
Preview
Page 2 of2
ATTACHMENTS:
.
Resolution
.
Agreement
http://sibagenda. sibfl.net/ agenda/Preview .aspx?I temID=65 7 &MeetingID=O&MeetingDate... 12/9/2011