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HomeMy WebLinkAboutReso 2013-2031 RESOLUTION NO. 2013- 2031 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING THE FIRST AMENDMENT TO THE AGREEMENT WITH PROTECTION ONE FOR MAINTENANCE AND MONITORING OF THE BURGLAR ALARM AND ACCESS CONTROLS FOR THE PUBLIC WORKS MODULAR. IN AN AMOUNT NOT TO EXCEED SIX THOUSAND FOUR HUNDRED SEVENTY-SIX DOLLARS AND SIXTY-EIGHT CENTS($6,476.68), ATTACHED HERETO AS EXHIBIT"A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AMENDMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on December 15, 2011 via Resolution No. 2011-1820 the City Commission approved an Agreement with Protection One for security system maintenance at the Government Center and Pelican Community Center in an amount of Twenty-Two Thousand One Hundred Thirty- Four Dollars and Sixty Cents ($22,134.60); and WHEREAS,the City is in need of installation of keypad readers and door controllers(access controls) for secure entry at the Public Works Modular; 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 approve the First Amendment to the Agreement with Protection One, for maintenance and monitoring of the burglar alarm and access controls for the Public Works Modular for a one-year period, in an amount not to exceed Six Thousand Four Hundred Seventy-Six Dollars and Sixty-Eight Cents ($6,476.68), attached hereto as Exhibit "A", bringing the.total contract amount to Twenty Eight Thousand Six Hundred Eleven Dollars and Twenty-Eight Cents ($28,611.28). NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of First Amendment to Agreement. The City Commission hereby approves the First Amendment to Agreement with Protection One for maintenance and monitoring of the burglar alarm and access controls for the Public Works Modular, in an amount not to exceed Six Thousand Four Hundred Seventy-Six Dollars and Sixty-Eight Cents($6,476.68),attached hereto as Exhibit "A". Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Amendment. Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all R2013-Protection One security Agmt for Public Worts Modular Page 1 of 2 things necessary to effectuate this Resolution. Section 4. Effective Date. This Resolution will become effective upon adoption. PASSED AND ADOPTED this 21St day of February 2013. aid -.at.-L... .rman S. Edelcup, Mayor ATTEST: •Jane A. Hines;CMC, City Clerk APPROVEI)'S TO FORM AND LE SUF ICIENCY: A7 Hanss Ot4incr£ City Attorney C � / Moved by: (�O �C_4OLL Seconded by: C,pmpric A LQ.IJtA1 Vote: S-0 Mayor Edelcup t/(Yes) (No) Vice Mayor Aelion _Z(Yes) (No) Commissioner Gatto ✓(Yes) (No) Commissioner Levin t/(Yes) (No) Commissioner Scholl /(Yes) (No) 82013-Protection One Security Agmt for Public Works Modular Page 2 of 2 FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND PROTECTION ONE CONTRACT NO. C1213-007 This First Amendment to the Agreement between the City of Sunny Isles Beach and Protection One executed this 114 day of February, 2013, is made a pan of the original Agreement between the parties dated March 13, 2012, ("the Agreement") between the City of Sunny Isles Beach ("City") and Protection One ("Contractor")attached hereto as Attachment"B", whose Federal Identification# is 93•(OG¢571 The City and Contractor hereby agree as follows: 1. ADDITIONAL SERVICES TO BE PERFORMED. The scope of services, as set forth in the original Agreement, is hereby amended to include additional burglar alarm and access control services for the City's Public Works modular located at 19160 Collins Avenue, located under the William Lehman overpass, ("Additional Services"),as more particularly set forth in Attachment"A",attached hereto and incorporated herein by reference. 2. TERM. The term of the Additional Services shall be on a month to month basis. 3. COST. The payment to the Contractor, as set forth in the original Agreement, is hereby amended to include additional compensation for the Additional Services to be performed on a monthly basis, in an amount not to exceed Six Thousand Four Hundred Seventy Six Dollars and Sixty Eight Cents (S6,476.68.00), which includes a one time installation fee in the amount of $5,663.20 plus monthly recurring fees in the amount of $67.79, for a combined yearly total of$813.48. The additional compensation for the Additional Services brings the total contact amount not to exceed Twenty Eight Thousand Six Hundred Eleven Dollars and Twenty Eight Cents($28,611.28). 4. OTHER PROVISIONS REMAIN IN EFFECT: Except as specifically modified herein, all terms and conditions of the original Agreement between the parties, dated March 13, 2012, shall remain in full force and effect. IN WITNESS WHEREOF,the parties hereto have executed this document as of the date mentioned above. WITNESS: PROTECTION ONE / / Signature / 4, BY: , / N F}7i Print Name Sign/Print ame of corporate officer CITY OF SUNNY ISLES BEACH BY: 64/t�''" J � No, an S.Edelcup,Mayor ATTEST: APPROVED AS TO FORM AND LEGALS • IENCY BY: — ` BY: fY� Jane A%Hines,.CMC,City Clerk Hoys Ott not,City Attorney Protection COMMERCIAL SCHEDULE OF PROTECTION PROPOSAL AND SALES AGREEMENT Branch: 11530 Lazar°Martinez Today's Date: 2/14/2013 Customer Information Business Name: l City of Sunny Isle Beach Contact Phone: 3057921706 Ad'ress: - 1grn0 Collins Ave Billing Address- 18070 Collins Ave Sunny Isle Beach, Florida 33160 Sunny Isle Beach,Florida 33160 IFinancial Summary Total Equipment and Installation Charge:$979.83 - . 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 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:$45.31 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 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 - Amount Paid Due at Install $ $ ANY AND ALL EQUIPMENT AND/OR SERVICES PROVIDED BELOW ARE DESCRIBED IN AND SUBJECT TO THE MASTER TERMS AND CONDITIONS She Location Information Location Name: CITY OF SUNNY ISLE BEACH Public Works Modular Address: 19260 Collins Avenue Main On Site Contact: Sunny Isle Beach,Fl 33160 Phone: I 'Cell: I Site fl System Design Information System Design Name: IBurglar Alarm Monitoring IJobw: I Transaction Type Warranty Period Extended Service Plan 1 Months Alarm System Services Monitoring Services: Burglar Alarm Access Control Systems Video Services 64701191-DV16-SCI 6029 Page 1 c19 SISFL Petec Wefts!. d*r BURG 1 MONTH Signaling Equipment&Services Device Type Service Selections GSM Primecell e-Secure Reporting and Supervision • Inspections Equipment List I Quantity I Material Code I Description 1 KT1232N Burglar Alarm Kit(3 Door Contacts, 1 Motion Detector, Battery&Transformer) 1 MH1214N Motion Detector KP0701N Keypad • 1 CA1880N GSM Digital Cell Communicator Equipment & Installation $979.81 Monthly Fee S45.3 Scope of Work PROTECTION ONE WILL PROVIDE INSTALL THE ABOVE EQUIPMENT PLANS AND PERMITS NOT INCLUDED IN THIS PRICE WILL BE BILLED ONCE SECURED 64704181•OV16-Sc'60 N Page a cf S smfl.PMc Works P.t o4ar BURG 1 MONTH Master Terms and Conditions , 1. Premises. Customer("Customer'or"you"),as a commercial enterprise,may now or in the future have one or more physical business locations ('Premises')for which you desire to obtain 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 wuryic,cu 400 cavvvic‘i'my :sic ye, . uia n6,c mcu. vin,auycucuc n u bu w, any u..mutc,,vw.u,.nu ... , v.•.c r 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 Protection One the Equipment Charges and the Service Charges shown above,any activation or other fees,plus applicable taxes(collectively,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 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-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,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 reporting agencies;(ii) obtain and transmit your Taxpayer ID Number to our affiliates and credit reporting agencies for purposes of verifying your credit history and rating;ono (di) record our telephone conversations with you and the users of the 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"PAYMENT IN FULL"OF THE AMOUNT OWED OR THAT IS TENDERED WITH OTHER CONDITIONS OR LIMITATIONS OR IN FULL SATISFACTION OF A DISPUTED AMOUNT,MUST BE MAILED OR DELIVERED TO US AT:PROTECTION ONE ALARM MONITORING,INC.,ATTENTION:EXECUTIVE CUSTOMER RELATIONS,800 E.WATERMAN,WICHITA,KS 67202 3. Term The initial term of this Agreement shall be for 1 MONTH(0)years(the'Initial Term"). The Initial Term shall begin on the date the Equipment is installed and is operational, and when any necessary communications connection Is completed. In the 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 existing agreement where no new equipment is installed,the Initial Term for each such individual Premises shall begin at each such indMdual Premises when any necessary communications 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 this Agreement and of each individual Premises shall automatically renew for successive one(1)month renewal terms unless we receive your written termination notice at least thirty(30)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 all other Charges due prior to termination,the Charges remaining to be paid for the unexpired portion 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. 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)days prior written notice. 5. Additional Charges. Additionally,you agree to pay,or to reimburse us if we pay,all false alarm fines and assessments,and all taxes,fees or other charges of any local governmental authority that relate to 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 changes;(b) our then-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 transmitting 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 modifications 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,fire or police department. You agree to pay a service charge if we respond to a service call or alarm at your Premises which is due to 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 invoice for 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 subject to the following conditions:(1)We can access your Premises without interruption during our installer's normal working hours;(2)The installation may require drilling into various parts of your Premises;(3)You will provide 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,far installation of Root mats or wiring. There may be areas where the installer determines that it Is impractical to conceal equipment and wiring. You must within ten(10) days after the Installation 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("Hazardous Materials")are encountered during instalation, 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 Premises during the period of Installation. (B)Ownership of the Equipment that we Install under this Agreement shall be described in the paragraph titled"Transaction Type"on page 1 of this Agreement,or on a separate Additional Premises Rider or Schedule of Protection,and shall be one of the following:(I)Outright 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 full purchase price described 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(a)any communication device that makes use of radio,cellular or Internet communication paths(including without limitation,all equipment associated with AlarmNete)shall be retained by Protection 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 Equipment. 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 Equipment. Should you fail or refuse to allow us access to your 64104191-DV16 501 6 0 29 Pa;e3 019 SIEFI Pubec Wo,Fs 6bdular BURG 1 65024TH Premises,you also agree to: (a) 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 collect any unpaid Charges. (di)Third Party 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 lender/lessor may require you to maintain insurance,may make you responsible for various other costs and fees,and may obligate you to pay the lender/lessor regardless of Protection 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 Existing Equipment. 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 nonfunctioning 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 operational will 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 install Our pricing 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 determine that your existing equipment is incompatible or is not in good operating condition,then additional charges may apply. (C)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 AGREEMENT. Unless you have purchased and paid the 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 equal to the replacement 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(24) hours prior notice,terminate this Agreement and the Services at our option and without liability if:(1)Our Central Station,equipment or facilities,or the telephone network,are destroyed,damaged or malfunction so that it is impractical for us to continue the Services;(2)We cannot acquire or retain the transmission connections or authorization to transmit signals between your Premises and our Central Station or between our Central Station 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;(4) The Equipment generates excessive false alarms due to circumstances beyond our reasonable control;or(5)You or your personnel fail to follow 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 operating 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 terminate this Agreement for any of these reasons,then we will refund any advance Service Charges for Services to be provided after the termination date,less any Equipment Charges still due,but we shall not be liable as a result of any such termination. (B)In addition,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 amounts due hereunder or under any other agreement you have with us,and such failure continues for ten(10)days after we provide written notice to you;(2)Any representation you have made herein or in any other agreement you have with us is determined to be materially untrue;(3)you breach any warranty contained herein or in any other agreement you have with us;(4)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 continues for thirty(30)days after we provide written notice to you;(5)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 expenses,court costs,and reasonable attorneys'fees. (C)Any default by you under this Agreement shall 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 fail to cure such breach within thirty(30)days following your viritten notice thereof. In addition,you may,upon thirty(30)days prior written notice,terminate this Agreement if we become a debtor in a bankruptcy or other insolvency proceeding. 8. Representations and Warranties. You represent and warrant that you:(a)requested the Equipment and Services specified in this Agreement for use in commercial purposes and not for personal,family or household purposes or for or on behalf of a third party;(b)man the Premises or otherwise have the legal authority to authorize us to install the Equipment in the Premises;and(c)will comply with all laws,codes,and regulations pertaining to the 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 AND OUR LIMITED LIABILITY UNDER THIS AGREEMENT,AND ARE NOT BASED ON THE VALUE OF YOUR PREMISES OR ITS CONTENTS,OR THE LIKELIHOODOR 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,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 INTENDED. AS SUCH:(I)YOU AGREE THAT THE LIMITS ON OUR LIABILITY AND THE 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,YOU WAIVE ALL RIGHTS 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 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 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. (a) Indemnity. We will hold you,your officers,directors,agents and employees,harmless from any claim, demand,losses,damages,injuries (including death),liabilities or other expenses('Losses'/ to the extent and only to the extent that such Losses result solely and directly from the negligent acts or omissions of Protection One,its agents or employees,during and within the scope of employment of such persons while present at a 64701181-OV16-SCI 6029 Page 4 019 5®F1 Pub%Walks Rtd/ar BURG I tbVDH Premises;provided,however,that the terms of this Paragraph 10(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,nonfunctioning,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, its agents, employees, subcontractors and/or suppliers(including software suppliers);and/or(ii)any loss of or damage to any computer system or electronic data arising out of,resulting from,or attributable to,an Alarm Failure • • r•,u ,cycca• •„ •,u. •cu,,.r, �.c.. • �•ca ,. .. r ,.. , ......��............ .�. Alarm Failure Events or Losses arising out of Alarm Failure Events Is strictly limited pursuant to Paragraph 10(b)below. (b) limitation of Liability for Alarm Failure Events. NEITHER WE NOR ANY PERSON OR ENTITY AFFILIATED WITH US SHALL BE LIABLE FOR ANY LOSSES ARISING DIRECTLY OR INDIRECTLY FROM 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 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,BREACH OF CONTRACT,BREACH OF WARRANTY,STRICT LIABIUTY,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 STATED THE EXTENT OF OUR ADOITIONAL'LIABILITY AND THE ADDITIONAL COS: TO YOU. YOU AGREE THAT WERE WE TO HAVE LIABILITY GREATER THAN THAT STATED ABOVE,WE WOULD NOT PROVIDE THE EQUIPMENT OR SERVICES. (c) Intellectual Property Indemnification. If Protection 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 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 lull authority,Information and assistance to Protection One in connection with Its investigation of the claim,and in connection 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;provided,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 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. (d) Consequential Damages. 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,RUT 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 proceedings 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 10(a)above,then you agree to indemnify,defend and hold us,completely harmless from any such actions,including all damages, expenses,costs,and attorneys'fees we incur. This indemnification shall apply even if such actions arise 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 fault of our subcontractors and/or suppliers,Including our software suppliers),subject to our limited liability set forth above. 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. 12. Customer Duties. 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 off,control or remove all air conditioning systems,heaters and other items that interfere with alarm detection devices;(d)notify us immediately if a problem with the Equipment occurs;(e)obtain and keep in effect all permits and licenses that may be required for the installation and operation of the Equipment;(f)pay all usage fees Imposed by any governmental authority In connection with the Equipment;(g)provide us a complete Monitoring Information Schedule so we may call your designated contacts in the event we reasonably believe there is an emergency at your Premises;(h)provide us any other emergency information we may request;(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 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 THE 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 NUMBER. 13. Services. A. Monitoring Services. 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 efforts,consistent with local laws and our response policies,to contact the appropriate local emergency response provider ("Emergency Response Provider'or"ERP"),and the first person designated on your Monitoring Information Schedule. In the event a burglar alarm signal or fire signal registers at the Central Station,we may,in our sole discretion,endeavor to contact the Premises by telephone to verify that the Alarm Event is not a false alarm. Local governmental regulations and industry standards designed to reduce false alarms may result in conditions or restrictions 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 require that additional measures be taken to verify the Alarm Event before dispatch. We do not guarantee that such additional measures will be 64704161-0916-SCI 60 29 Page S al SIBFL Pub`c VIo,ks Macular BURG 11.IONTH successful or that Emergency Response Providers will be dispatched should an Alarm Event occur. In the event a supervisory signal or trouble signal registers at our Central Station,we shall endeavor to notify the Premises or the first available person designated on your Monitoring Information Schedule. We may,without notice to you,in response to governmental or insurance requirements,or othenvise in our sole discretion,alter,amend or discontinue any of our policies and procedures for alarm response. Also,you acknowledge and agree that any special instructions 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 instructions. You understand that any deviation from our normal Alarm Event handling procedures may result in increased risk of lass or damage to you and your Premises. (I) Telecommunications. You agree to provide a traditional telephone connection to the Public Switched Telephone 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 D51,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 interrupted,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 irregularities or changes in that service, power outages,and other circumstances beyond our control. ACCORDINGLY,IMMEDIATELY AFTER THE INSTALLATION OF DU,ADSL,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 communication utilizing your broadband 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 signal transmission or reception services or facilities 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 same 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 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 within ten(10j feet of the Equipment control pane). 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-operatiohal 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 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 radio frequency transmissions may be impaired or interrupted by a variety of conditions and circumstances beyond our control,including storms and power(allures. Accordingly,the utilization of an additional means of communications is recommended. Also, changes in rules, regulations and policies of the FCC and other governmental bodies may require discontinuation or modification of some or all of these Services. B. Internet Protocol Based Services. 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;(ii)we are not responsible for your network or internet services,which may be affected by conditions beyond our control,and that any interruptions in your network or internet service may cause the Services to fail to operate as Intended;(ill)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 port(s)on your firewall for proper communication; and(v)you are responsible for the configuration of your routers,firewalls,switches,and hubs,if applicable,to ensure communication with our Central Station. C. Limited Warranty. 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 option,replace,any defective part of the Equipment we install,including wiring,and will make any needed mechanical adjustments. We svill use new or reconditioned parts for replacements. Our obligations under this Paragraph are for your benefit only,and may not be enforced by any other person. The laws of your state may give you 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 Extended Service Plan,then in lieu of our Limited Warranty obligation,we will at our cost repair the Equipment 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(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 initial installation, the Equipment must he in good working condition at the time of subscription. To purchase our Extended Service Plan,call 1-800-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(iii)You will provide 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)will be configured as follows:(1) e-Secure Video:the camera(s)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 specific 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 Equipmentaill be configured to send images to an alarm operator for verification of video images directly associated with fire,burglary,panic,or critical condition alarm signals. (3) Remote Tours:an alarm operator sill review video images at regular intervals as scheduled by you for images associated with critical and non-critical events or conditions as defined by you and accepted by us. F. Radio/Cellular Service. (i)SecureCellt:We will install and connect a radio or cellular transmission device to the Equipment. The transmission device will be a backup communication link with our Central Station in the event that your regular telephone service or primary communication link to our Central Station is disrupted. (ii)PrimeCell^:If you select PrimeCell^service,a radio or cellular transmission device will be the Equipment's only 647C.11431-0,116-SCI 6029 Page Sol 9 SIBFL Publcwb.ls t.YCwtar BURG I?.%).NTH communications link with our Central Station. If you have selected SecureCell or PrimeCe0 services,then you acknowledge that there maybe times when the Equipment will be unable to acquire,transmit or maintain an alarm signal,and that radio frequency transmissions may be Impaired ca interrupted by a variety of conditions and circumstances beyond our reasonable control,including storms and power failures. Accordingly,the utilization 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 a0 of these Services. Should your cellular or radio transmitter malfunction, it could Interfere with the proper operation of the entire network communicating with our Central Station and other communications transmissions. FCC regulations require that we or our contractors or designees have Immediate access to your transmitter in the event of 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 obtain an ex polie court order permitting access to either repair or remove the transmitter,or take such other steps as are appropriate under the circumstances. You agree to pay all reasonable expenses,including attorneys'fees,we incur in connection with such proceedings. G. e-Secure. 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 email, text or video transmissions notifying you of selected events that occur with the Equipment. You agree that these notifications are not intended to replace our professional monitoring services and understand 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 to remotely access the Equipment. Also,we are not responsible for your Internet,cellular or telecommunication services,which can be affected by conditions beyond our reasonable control. H. pkect Connect Services. If this Agreement so indicates,we v1A install a direct connection to the law enforcement,fire department or other agency shown on your Monitoring Information Schedule. Alarm signals transmitted by the Equipment will be monitored by the police and/or fire departments or other ERP's or their agents. You acknowledge and agree that such agencies are not the agents of Protection One. Protection One hereby disclaims any responsibility for the manner In which such signals are monitored,and/or the response,or lack of response,to such signals by the persons monitoring the Equipment. 1. Inspections. 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. 1. Alarm Verification. 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 service,or othenvise comply with such requirements. We may charge an additional fee for such service. K. pevice Verification Servce. If you subscribe to Device Verification service,Equipment will be installed which,as to certain locations In the Premises,requires the activation of two(2)or more sensing 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 for disconnecting ar 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 detection systems has the minimum construction characteristics prescribed by the Undenniters'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 to procedures established from time to time by Protection One,and to notify us promptly in the event that such equipment fails to respond to the test. 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,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 exterior mounted devices,only for the Warranty Period following installation. In addition,we have no 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,riots, floods,terrorism or any other cause beyond Protection One's reasonable control;(8)Your failure to properly close or secure a door,window or other point protected by an alarm device,or to properly follow operating Instructions;(C)Telephone line malfunctions or modifications to your telephone service that render It Incompatible with the Equipment or our Central Station;(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(F)Any of the reasons described in Paragraph S above. Our warranty applies only to Equipment Installed by us. You must furnish the necessary electrical power at your expense to obtain warranty services. Charges for non-covered repairs will be at our then-current labor and material rates, including a minimum visit or trip charge. OTHER THAN THE LIMITED WARRANTY MD 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 WlTLIOUT UMITAT1ON,ANY IMPLIED WARRANTY OF MERCHANTABILITY, SUITABILITY,CONDITION,OR FITNESS FOR A PARTICULAR PURPOSE. 15. Delays. We shall have no liability for delays In installation of the Equipment or for the consequences thereof, however caused, or for interruptions of Service or for the consequences thereof,due to strikes,riots,floods,acts of God,terrorism,or any other causes beyond the reasonable control 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 rights or obligations hereunder,whether by operation of law or otherwise,without our prior written consent,which shall not be unreasonably withheld,conditioned or delayed. Notwithstanding the foregoing,provided you are not in default under this Agreement,you may assign this Agreement in its entirety,without our consent, in connection with a merger,acquisition, corporate reorganization,or a sale of all or substantially all of your assets,to a person or entity which expressly assumes and agrees to perform your obligations 64704 151-OV16.5C1 6 029 Page 1019 SIBFL Pubic Works Modules BURG 1&nNTR hereunder. Subject 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 at 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 the benefit of each of our assignees,subcontractors and/or suppliers(including our software suppliers),and(ii)bind you to all such persons or entities with the same force and effect as they bind you to Protection One. This Includes the protections set forth in Paragraphs 9, 10 and 11. In this Agreement, 'Services' shall be deemed to include all alarm monitoring-related services, w lima vu,uv, .uncu w en w,.,,>e,Aura pruwueu,m wouie ur m Pan,malign ur of Wulrrmn wan any sonware mat we license uom our software suppliers. 17. Severability,If any of the provisions of this Agreement shall be determined bya court of competentryrisd'aon 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 settled by arbitration In accordance with the procedures,rules and regulations of the Amerkan 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 arbitration and attorneys fees incurred by the oarties shall be oald by the non-orevailing oarty or.If neither oarty orevaBS on the whole.each oam shall he restxmcNe Inr a nnnion of the rusts of arbitration and their respective attorneys'fees as may be determined by the court on confirmation. 19. Legal Actions. All 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 applicable Federal laws,without regard to conflict of law principles. You agree to file any claim,dispute or Legal Acton 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 action 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. Entire 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 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 shall govern over the provisions of any other document, Including but not limited to your 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 electronic transmissions of this Agreement are to be treated as originals 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 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 contract. Your obligations under this Agreement are binding an all authorized users of 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 right to 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 334.264-938g. 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, 501-618-8600; #E97-122; ARIZONA: ROC190246; 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 CONTRACTORS' STATE LICENSE BOARD WHICH HAS JURISDICTION TO INVESTIGATE COMPLAINTS AGAINST CONTRACTORS IF A COMPLAINT REGARDING A PATENT ACT OR OMISSION IS FILED WITHIN FOUR YEARS OF THE DATE OF THE ALLEGED VIOLATION. ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO THE REGISTAR,CONTACTORS STATE LICENSE BOARD,P.O.BOX 260000,SACRAMENTO,CALIFORNIA 95826,CA#ACO-3717,11626615,ACB 4570,ACB 4571,ACB 4572,AC8 4573,ACE 5039,ACB 5052,ACB 5054, ACB 5292;CONNECTICUT: #185782; DELAWARE:#1998200133#97-54,CSRSL-0029;FLORIDA:EF20000524;GEORGIA: LVA205766;IOWA:AC-0082,AI-0310;IDAHO:SC-21391;ILLINOIS:#127-001000,#128-000113,#128-000151,0128-000115;LOUISIANA:F713;MAINE: #MC60018702 ; MARYLAND: #03371885, #107.1603; MASSACHUSETTS: #7066C; MICHIGAN: #3601205122, #3602203841, #A-0378, 05103229; MINNESOTA:#TS00502;MISSISSIPPI:#15007478,15007925;MONTANA:#162,#299;NEVADA:00031668A,01139;NEW MEXICO:#58345,080040; NEW JERSEY:P01008,0095786,BF 000354;NEW YORK:Licensed by the NYS Department of State. NY#12000251120;NORTH CAROLINA:#1285-CSA, 24466-SP-LV, BPN 001777P6; OHIO: #50.181193; 050180003, 50-25-0001, 50-31-0001; OKLAHOMA: 11621; OREGON: #CC0116325, #34.428CLE; PENNSYLVANIA:ePA003926;RHODE ISLAND:#9775;SOUTH CAROLINA:#BAC 5097,#FAC 3162;TENNESSEE:#638,641,642,697;TEXAS:Complaints can be filed in Texas with the Texas Commission on Private Security,5805 Lamar Blvd.,Austin,Texas 78752. TX IACR-1637,#808690;UTAH:#330634- 6501; VIRGINIA: 011.2533, #2705, #105226A; WASHINGTON: PROTEO022K2, PROTEOA033BP, 601 354 926; WISCONSIN: 600-0000181681-01; WYOMING:#LV A 17. (REMAINDER OF PAGE INTENTIONALLY BLANK-SIGNATURES ON FOLLOWING PAGE) 64704181-DV16.5016029 Page eel9 SIBFL Pubic Woks'.bade(EURO t MONTH Signatures NOTICE:Our Charges under this Agreement are based on your agreement to receive and pay for the services for a full 1 (MONTH)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 7HE SERVICE CHARGES THAT WOULD HAVE BEEN PAYABLE BY YOU FOR THE REMAINING TERM OF THE AGREEMENT BUT FOR THE EARLY TERMINATION HEREOF. • ATTENTION IS DIRECTED TO THE WARRANTY, LIMfTATION OF LIABILITY AND OTHER TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. This Agreement Is not binding upon Protection 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,and that such lack of receipt shall not,In any way,invalidate or otherwise affect this Agreement. ❑ I am at least 18 years of age,and the Information I have provided Is true and correct to the best of my knowledge. ❑ I have read,understood,and agree to this Agreement,which contains Important information regarding the Equipment and Services provided by Protection One. • ❑ I understand and agree that the placement of my signature electronically on this page constitutes 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 National Commerce Act("E-SIGN Act"). Customer Authorized Representative Printed Name Title Date Protection One Representative Printed Name Title Date Protection One Authorized Manager Printed Name Title Date 6ar0alat.DV16-SCI 6029 Page 9 of 9 SIRFL Pcbiic works Mode as BURG I MONTH Protection COMMERCIAL SCHEDULE OF PROTECTION PROPOSAL AND SALES AGREEMENT (NOTE:This Agreement shall be used exclusively in connection with the sale,Installation or maintenance of CCTV or Access Control systems.This Agreement shall not be used In connection with any monitoring of any system or other equipment.] Branch: 11530 LazaroMartinez Today's Date: 2/14/2013 I Customer Information Business Name: I City of Sunny Isle Beach (Contact Phone: 13057921706 Address: 18070 Collins Ave Billing Address: 18070 Collins Ave - Sunn Isle Beach,Florida 33160 Sunn Isle Beach,Florida 33160 Financial Summary Total Equipment and Installation Charge:$4,683.37 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 54,683.37 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:$22.48 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 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 Amount Paid Due at Install $ $ 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: CITY OF SUNNY ISLE BEACH PUBLIC WORKS MODULAR Address: 19260 COLLINS AVENUE Main On Site Contact: SUNNY ISLE BEACH,FL 33160 Phone: I Cell: Site R • System Design information System Design Name: !ACCESS INSTALL AND ESP Ilobit: I Transaction Type OR Sale Warranty Period Extended Service Plan 1 Months Alarm System Services Monitoring Services: NIA Access Control Systems Kantech Video Services 64704181•DV16.SC1 60 29 Pat,I et a SIBFL Pcb8c Weiss 6t&.iar • Signaling Equipment&Services Device Type Service Selections Reporting and Supervision inspections Equipment list Quantity I Material Code ( Description 11 2 DOOR CONTROLLER KIT METAL CABINET W/LOCK 250 WR1407N PROFUSSION WIRE PROXIMITY READER (7 RS232 ADAPTER Equipment & Installation 54663.37 Monthly Fee $22.4E Scope of Work CUSTOMER TO PROVIDE PERMANENT POWER FOR ACCESS CONTROL CUSTOMER TO PROVIDE COMMUNICATION BETWEEN GOV CENTER AND MODULAR UNIT PROTECTION ONE WILL PROVIDE INSTALL THE ABOVE EQUIPMENT PROTECTION ONE WILL PROVIDE AND INSTALL THE FOLLOWING: 1 ELECTRIFIED HINGE 2 ELECTRIC STRIKE 1 STOREROOM LEVER 1 DOOR CLOSER PLANS AND PERMITS NOT INCLUDED IN THIS PRICE WILL BE BILLED ONCE SECURED 64704t85-DVt6-SC 1 60 29 Pa5e2 et SIOFL Pubic Works l.todlar Master Terms and Conditions 1. Premises. Customer("Customer"or"you"),as a commercial enterprise,may now or in the future have one or more physical business locations ("Premises")for which you desire to obtain 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 completer, and executer,uy znc pante>. uu>zsgrcenrcus ymi >upencuc a.,; 'inc.,wc. aisy p,.,vL;..,,, .�..."".... ... , .. „ 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 Protection One the Equipment Charges and the Service Charges shown above,any activation or other fees,plus applicable taxes(collectively,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 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-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,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 reporting agencies;(ii) obtain and transmit your Taxpayer ID Number to our affiliates and credit reporting agencies for purposes of verifying your credit history and rating;and (Iii) record our telephone conversations with you and the users of the 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"PAYMENT IN FULL"OF THE AMOUNT OWED OR THAT IS TENDERED WITH OTHER CONDITIONS OR LIMITATIONS OR IN FULL SATISFACTION OF A DISPUTED AMOUNT,MUST SE MAILED OR DELIVERED TO US AT:PROTECTION ONE ALARM MONITORING,INC.,ATTENTION:EXECUTIVE CUSTOMER RELATIONS,800 E.WATERMAN,WICHITA,KS 67202 • 3. Term. The Initial term of this Agreement shall be for I MONTH(0)years(the"Initial Term"). The Initial Term shall begin on the date the Equipment is installed and Is operational, and when any necessary communications connection Is completed. In the case of the installation of Equipment or the performance of Services at multiple Premises,the Initial Term fm 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 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 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 this Agreement and of each Individual Premises shall automatically renew for successive one(1)month renewal terms unless we receive your written termination notice at least thirty(30)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 all other Charges due prior to termination,the Charges remaining to be paid for the unexpired portion 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. 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)days prior written notice. 5. Additional Charges. Additionally,you agree to pay,or to reimburse us if we pay,all false alarm fines and assessments,and all taxes,fees or other charges of any local governmental authority that relate to 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 changes;(b) our then-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 transmitting 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 poice,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 modifications 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,fire or police department. You agree to pay a service charge if we respond to a service call or alarm at your Premises which is due to 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 invoice for 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 subject to the following conditions:(1)We can access your Premises without interruption during our installer's normal working hours;(2)The installation may require drilling into various parts of your Premises;(3)You will provide 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 installation of floor mats or wiring. There may be areas where the Installer determines that it is impractical to conceal equipment and wiring. You must within ten(10) days after the installation 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("Hazardous Materials")are encountered during installation, 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 Premises during the period of installation. (8)Ownership of the Equipment that we install under this Agreement shall be described in the paragraph titled'Transaction Type'on page 1 of this Agreement,or on a separate Additional Premises Rider or Schedule of Protection,and shall be one of the following:(I)Outright Sale. It 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 full purchase price described 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(a)any communication device that makes use of radio,cellular or internet communication paths(including without limitation,all equipment associated with AlarmNet )shall be retained by Protection 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. (it)protection One Owned Equipment. We retain ownership of the Equipment vie 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 Equipment. Should you fail or refuse to allow us access to your 64704181-0V16 5016029 Page 3 c19 SISFL Pubic Wad's Lbdsa, Premises,you also agree to:(a)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 collect any unpaid Charges. (ill)Third Party 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 ban/lease obligations. The terms of your agreement with the lender/lessor may require you to maintain insurance,may make you responsible for various other costs and fees,and may obligate you to pay the lender/essor regardless of Protection 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/essor,and Protection One hereby disclaims any and all liability in connection with your arrangements with your lender/lessor. (iv) Conversion of Existing Equipment. 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 nonfunctioning 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 operational sa 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 install. Our pricing 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 determine that your existing equipment is incompatible or is not in good operating condition,then additional charges may apply. (C)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 OBUGATIONS UNDER THIS AGREEMENT. Unless you have purchased and paid the hill 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 equal to the replacement 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(24)hours prior notice,terminate this Agreement and the Services at our option and without liability If:(1)Our Central Station,equipment or facilities,or the telephone network.are destroyed,damaged or malfunction so that it is impractical for us to continue the Services;(2)We cannot acquire or retain the transmission connections or authorization to transmit signals between your Premises and our Central Station or between our Central Station 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 alter installation of the Equipment;(4) The Equipment generates excessive false alarms due to circumstances beyond our reasonable control;or(5)You or your personnel fail to follow our recommendations to repair or replace any defective party of the Equipment not covered under the limited Warranty or Extended Service Plan(if applicable),or fail to follow operating 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 terminate this Agreement for any of these reasons,then we will refund any advance Service Charges for Services to be provided after the termination date,less any Equipment Charges still due,but sve shall not be liable as a result of any such termination. (B)In addition,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 amounts due hereunder or under any other agreement you have with us,and such failure continues for ten(10)days after we provide written notice to you;(2)Any representation you have made herein or in any other agreement you have with us is determined to be materially untrue;(3)you breach any warranty contained herein or in any other agreement you have with us;(4)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 continues for thirty(30)days after we provide written notice to you;(5)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 expenses,court costs,and reasonable attorneys'fees. (C)Any default by you under this Agreement shall also be a default by you under any other agreement between you and us.(D) You may terminate this Agreement if sve breach any material provision hereof and we fail to cure such breach within thirty(30)days following your written notice thereof. In addition,you may,upon thirty(30)days prior written notice,terminate this Agreement if we become a debtor in a bankruptcy or other Insolvency proceeding. 8. Representations and Warranties. You represent and warrant that you:(a)requested the Equipment and Services specified in this Agreement for use in commercial purposes and not for personal,family or household purposes or for or on behalf of a third party;(b)own the Premises or othenvise have the legal authority to authorize us to install the Equipment In the Premises;and(c)will comply with all laws,codes,and regulations pertaining to the 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 AND OUR UMITED LIABILITY UNDER THIS AGREEMENT,AND ARE NOT BASED ON THE VALUE OF YOUR PREMISES OR ITS CONTENTS,OR THE UKELIHOOD OR POTENTIAL EXTENT OR SEVERTY OF PERSONAL INJURY(INCLUDING DEATH)TO AFFECTED PERSONS;AND(D)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,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 7HE EQUIPMENT OR SERVICES TO WORK AS INTENDED. AS SUCH:(I)YOU AGREE THAT THE UMITS ON OUR LIABILITY AND THE 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 SUBROGATION,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 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. 10. Indemnity;limitation of Liability. (a) Indemnity. We will hold you,your officers,directors,agents and employees,harmless from any claim, demand,losses,damages,injuries (including death),liabilities or other expenses(Posses') to the extent and only to the extent that such Losses result solely and directly from the negligent acts or omissions of Protection One,its agents or employees,during and within the scope of employment of such persons while present at a 64704151-OVI6-SCI 6029 Page 4019 SOFL PubiclJnks LtcUar Premises;provided,however,that the terms of this Paragraph 10(a)shall not apply to,and we shall not in any event be liable for,Losses:0)arising out of,resulting from,or in any way due or attributable to,the condition,nonfunctioning,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, its agents, employees, subcontractors and/or suppliers(including software suppliers);and/or(u)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(bewails,routers and switches. Any liability of Protection One for Alarm Failure Events or Losses arising out of Alarm Failure Events is strictly limited pursuant to Paragraph 10(b)below. (b) Limitation of Liability for Alarm Failure Events. NEITHER WE NOR ANY PERSON OR ENTITY AFFILIATED WITH US SHALL BE LIABLE FOR ANY LOSSES ARISING DIRECTLY OR INDIRECTLY FROM 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 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,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 AMENDMENT TO THIS AGREEMENT STATING THE EXTENT OF OUR ADDITIONAL LIABILITY AND THE ADDITIONAL COST TO YOU. YOU AGREE THAT WERE WE TO HAVE LIABILITY GREATER THAN THAT STATED ABOVE,WE WOULD NOT PROVIDE THE EQUIPMENT OR SERVICES. (c) Intellectual Property Indemnification. If Protection 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 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,information and assistance to Protection One in connection with its investigation of the claim,and in connection 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; provided. 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 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. (d) Consequential Damages. 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 SEEN 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 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;(b)test the Equipment's protective devices and send test signals monthly to our Central Station;(c)turn off,control or remove all air conditioning systems,heaters and other Items that interfere with alarm detection devices;(d)notify us immediately if a problem with the Equipment occurs;(e)obtain and keep in effect all permits and licenses that may be required for the installation and operation of the Equipment;(f)pay all usage fees Imposed by any governmental authority in connection with the Equipment;(g)provide us a complete Monitoring Information Schedule so we may call your designated contacts in the event we reasonably believe there is an emergency at your Premises;(h)provide us any other emergency information we may request;(i)promptly update us in writing with any changes to your Monitoring Information Schedule;and(I) 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 Monitoring Information Schedule to any governmental authority havinglurisdiction 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 THE EQUIPMENT,AND MAY NOT DISPATCH EMERGENCYAUTHORITIES 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. Monitoring Services. 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 efforts,consistent with local laws and our response policies,to contact the appropriate local emergency response provider ('Emergency Response Provider'or"ERP"),and the first person designated on your Monitoring Information Schedule. In the event a burglar alarm signal attire 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 regulations and industry standards designed to reduce false alarms may result in conditions or restrictions 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 require that additional measures be taken to verify the Alarm Event before dispatch. We do not guarantee that such additional measures will be successful or that Emergency Response Providers will be dispatched should an Alarm Event occur. In the event a supervisory signal or trouble signal registers at our Central Station,we shall endeavor to notify the Premises or the first available person designated on your Monitoring Information Schedule. We may,without notice to you,in response to governmental or insurance requirements,or otherwise in our sole discretion,alter,amend or discontinue any of our policies and procedures for alarm response. Also,you acknowledge and agree that any special instructions 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 instructions. You understand that any deviation from our normal Alarm Event handling procedures may result in increased risk of loss or damage to you and your Premises. 64704181-DV16-SC16029 Page 6oI9 SIBFL Pubic works LYdfar (i) Telecommunications. You agree to provide a traditional telephone connection to the Public Switched Telephone 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 Voice over Internet Protocol(Vo1P),or other interne based phone services may cause signal transmission to our Central Station may be interrupted,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 mange your pnone service to a nontralouonal pnone service atter msteueuun,cued you dsenuwreege that sign.;oe,,an6,i,,,,may Lc 6,covpccu Lr irregularities or changes In that service, power outages,and other circumstances beyond our control. ACCORDINGLY,IMMEDIATELY AFTER THE INSTALLATION OF DSL,ADS.,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 communication utilizing your broadband 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 signal transmission or reception services or facilities 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 same 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 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,ano snail oe within ten(LII feet of the Equipment control panel. At your request,and at your sole cost and expense,v.e ssui pre.ide suer. 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. fill) 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 radio frequency transmissions may be Impaired or Interrupted by a variety of conditions and circumstances beyond our control,Including storms and power failures. Accordingly,the utilization of an additional means of communications is recommended. Also, changes in rules, regulations and policies of the FCC and other governmental bodies may require discontinuation or modification of some or at of these Services. B. Internet Protocol Based Services. 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;(h)we are not responsible for your network or Internet services,which may be affected by conditions beyond our control,and that any Interruptions 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 port(s)on your firewall for proper communication; and(v)you are responsible for the configuration of your routers,!bewails,switches,and hubs,if applicable,to ensure communication with our Central Station. C. Limited Warranty. Subject to the limitations and exclusions set forth below,during the Warranty Period following 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 obligations under this Paragraph are for your benefit only,and may not be enforced by any other person. The laws of your state may give you 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 Extended Service Plan,then in lieu of our Limited Warranty obligation,we will at our cost repair the Equipment 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(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 initial installation,the Equipment must be in good working condition at the time of subscription. ro purchase our Extended Service Plan,call 1-&00-GET'HELP. E. CamerasNldeq. 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 wet 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 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)wit be configured as follows:(1)e-Secure Video:the camera(s)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 specific Alarm Events which may be forwarded to your email 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 verification 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 critical and noncritical events or conditions 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 transmission device will be a backup communication link with our Central Station in the event that your regular telephone service or primary communication link to our Central Station is disrupted. fill PrimeCeli'":If you select PrimeCell'"service,a radio or cellular transmission device will be the Equipment's only communications link with our Central Station. If you have selected SecureCell or PrimeCell services,then you acknowledge that there may be times 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 conditions and circumstances beyond our reasonable control,including storms and power failures. Accordingly,the utilization 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 Station and other communications transmissions. FCC regulations require that we or our contractors or designees have immediate access to your transmitter In the event of 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 etzmiat-Dula-SCI 0 t 29 Pate 6 ci9 SIBFL PLtemM:.s!aoduw obtain an ex porte court order permitting access to either repair or remove the transmitter,or take such other steps as are appropriate under the circumstances. You agree to pay all reasonable expenses,Including attorneys'lees,we incur in connection with such proceedings. G. e-Secure. 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, yw may co. ., . .,uw a ,u upu6 yuu u, , u . n. to. u.w, .. ,069.00.0.. .66 ewe. u,e, u,eae notifications are not Intended to replace our professional monitoring services and understand 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 to remotely access the Equipment. Also,we are not responsible for your internet,cellular or telecommunication services,which can be affected by conditions beyond our reasonable control. H. Direct Connect Services, If this Agreement so indicates,we will install a direct connection to the law enforcement,fire department or other agency shown on your Monitoring Information Schedule. Alarm signals transmitted by the Equipment will be monitored by the police and/or fire departments or other ERP's or their agents. You acknowledge ardagree that such agencies are not the agents of Protection One. Protection One hereby disclaims any responsllgity 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. 1. Inspections. 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. • 1. Alarm Verification. II 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 service,er otherwise comply with such requirements. We may charge an additional fee for such service. K. Device Verification Service. If you subscribe to Device Verification service,Equipment will be Installed which,as to certain locations in the Premises,requires the activation of two(2)or more sensing 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 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 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 to procedures established from time to time by Protection One,and to notify us promptly in the event that such equipment fails to respond to the test. 14. Limitations on our Warranty,Extended Service Plan and Service Obligations. We perform repair services only during our normal working hours which are 2:00 a.m.to S:OO p.m.,Monday through Friday,excluding holidays. IF YOU REQUEST US 70 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 Extended Service Plan shall apply to consumable items such as batteries,and to window foil,security screens and exterior mounted devices,only for the Warranty Period following Installation. In addition,we have no 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,riots, Floods,terrorism or any other cause beyond Protection 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 properly follow operating instructions;(C)Telephone line malfunctions or modifications to your telephone service that render it incompatible with the Equipment or our Central Station;(D)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 an 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 warranty services. Charges for non.covered repairs will be 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 WITHOUT LIMITATION,ANY IMPLIED WARRANTY OF MERCHANTABILITY, SUITABILITY,CONDITION,OR FITNESS FOR A PARTICULAR PURPOSE. IS. Delays. We shall have no liability for delays In installation of the Equipment or for the consequences thereof, however caused, or for interruptions of Service or for the consequences thereof,due to strikes,riots,floods,acts of God,terrorism,or any other causes beyond the reasonable control 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 rights or obligations hereunder,whether by operation of law or otherwise,without our prior written consent,which shall not be unreasonably withheld,conditioned or delayed. Notwithstanding the foregoing,provided you are not in default under this Agreement,you may assign this Agreement In its entirety, without our consent, In connection with a merger, acquisition, corporate reorganization,or a sale of all or substantially all of your assets,to a person or entity which expressly assumes and agrees to perform your obligations hereunder. Subject 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 the benefit of each of our assignees, subcontractors and/or suppliers(including our software suppliers),and(ii)bind you to all such persons or entities with the same force and effect as they bind you to Protection One. This Includes the protections set 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 services provided,in whole or in part,though or in common with any software that we license from our software suppliers. 64704181-131/16 SC16029 Page 7ci9 SIBFL PubSewcis 61od&ae 17. Severability.If any of the provisions of this Agreement shall be determined bfa court of cmxetentjurisdcticn 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 settled by arbitration 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 arbitration 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 a 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 actions arising under this Agreement(a"legal Action")will be governed by the laws of the State where your Premises is located and any applicable Federal laws,without regard to conflict 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 action 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. Entire 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 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 shall govern over the provisions of any other document, including but not limited to your 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 electronic transmissions of this Agreement are to be treated as originals 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 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 contract. Your obligations under this Agreement are binding on all authorized users of 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 right to perform all obligations under this Agreement. Protection One Alarm Monitoring,Inc. Ucensing Information. ALABAMA:Electronic Security Board of Licensure, 7956 Vaughn Road,Suite 392. Montgomery,AL 36116,Telephone 334-2649388. AL:643,533.744,1018,28211,A-0t06;ARKANSAS:Arkansas Board of Private Investigators and Private Security 1 State Police Plaza Drive, Little Rock, AR 72209, 501-618-8600; #E97-122; ARIZONA: ROC190246; 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 CONTRACTORS' STATE LICENSE BOARD WHICH HAS JURISDICTION TO INVESTIGATE COMPLAINTS AGAINST CONTRACTORS IF A COMPLAINT REGARDING A PATENT ACT OR OMISSION IS FILED WITHIN FOUR YEARS OF THE DATE OF THE ALLEGED VIOLATION. ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO THE REGISTAR,CONTACTORS STATE LICENSE BOARD,P.O.BOX 260000,SACRAMENTO,CALIFORNIA 95826,CA fAC0-3717,11626615,ACB 4570,ACB 4571,ACB 4572,ACB 4573,ACB 5039,ACB 5052,ACB 5054, ACB 5292;CONNECTICUT:#185782; DELAWARE:#1998200138 1197-54,CSRSL-0029; FLORIDA: EF20000524;GEORGIA: LVA205766;IOWA:AC-0082,AI-0310;IDAHO:SC-21391;ILLINOIS:#127-001000,#128.000113,#128-000151,11128-000115;LOUISIANA:F713;MAINE: #MC60018702 ; MARYLAND: #03371885, 11107-1603; MASSACHUSETTS: 1170660; MICHIGAN: #3601205122, 113602203841, #A-0378, #5103229; MINNESOTA:#7500502;MISSISSIPPI:#15007478, 15007925;MONTANA:#162,11299;NEVADA:110031668A,#F189;NEW MEXICO:#58345,08.0040; NEW JERSEY:P01008,0095786,BF 000354;NEW YORK:Licensed by the NYS Department of State. NY#12000261120;NORTH CAROLINA:#1285-CSA, 24466-SP-LV, BPN 001777P6; OHIO: #50.18.1493; #50.18-0003, SO.25.0001, 50-31-0001; OKLAHOMA: #621; OREGON: #C[0116325, #34-428CLE; PENNSYLVANIA:#PA003926;RHODE ISLAND:#9775;SOUTH CAROLINA:#BAC 5097,#FAC 3162;TENNESSEE:0638,641,642,697;TEXAS:Complaints can be filed in Texas with the Texas Commission on Private Security,5805 Lamar Blvd.,Austin,Texas 78752. TX PACR-1637,a 8-08690;UTAH:11330634- 6501; VIRGINIA: #11-2533, #2705, I/105226A; WASHINGTON: PROTEOO22K2, PROTEOA033BP, 601 354 926; WISCONSIN: 600-0000181681-01; WYOMING:#LV A 17. (REMAINDER OF PAGE INTENTIONALLY BLANK-SIGNATURES ON FOLLOWING PAGE) 64704151-OVI6-SCI 6029 Page 019 SIBFL Pubic Works L'sdla' • Signatures NOTICE:Our Charges under this Agreement are based on your agreement to receive and pay for the services for a full 1 MONTH(0) 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 BY YOU FOR IHE REMAINING TERM OF THE AGREEMENT BUT FOR THE EARLY TERMINATION HEREOF. ATTENTION IS DIRECTED TO THE WARRANTY, LIMITATION OF LIABILITY AND OTHER TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. This Agreement Is not binding upon Protection One unless 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,and that such lack of receipt shall not,In any way,Invalidate or otherwise affect this Agreement. ❑ I am at least 18 years ol age,and the information I have provided Is true and correct to the best of my knowledge. ❑ I have read,understood,and agree to this Agreement,which contains Important Information regarding the Equipment and Services provided by Protection One. - ❑ I understand and agree that the placement ol my signature electronically on this page constitutes 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 National Commerce Act("E-SIGN Act"). Customer Authorized Representative Printed Name Title Date Protection One Representative Printed Name Title Date Protection One Authorized Manager Printed Name Title Date 64704181.OVI6-SCI 60 29 Pape 9 ors SIBFL Pelt Woks\Vasa, Preview Page 1 of 2 Se""Y fsif City of Sunny Isles Beach moo/--. `r; : 18070 Collins Avenue tSunny Isles Beach, Florida 33160 's "-aP�a' ��� (305)947-0606 City Hall•, F (.(.14, o. son '' o (305)949-3113 Fax MEMORANDUM TO: The Honorable Mayor and City Commission FROM: Bill Evans, Assistant City Manager DATE: W21/2013 RE: A Resolution Approving the First Amendment to the Protection One Security Solutions Agreement for maintenance and monitoring of the Burglar Alarm and Access Controls for the Public Works Modular. RECOMMENDATION: It is recommended that the City Commission approve the attached resolution to amend the agreement with Protection One Security Solutions to add the Public Works modular to their services in an amount not to exceed Six Thousand Four Hundred Seventy-Six Dollars and Seventy Cents ($6,476.70). REASONS: The Public Works modular is located at 19160 Collins Avenue, under the William Lehman Overpass. The modular is in need of maintenance and monitoring the burglar alarm and access controls to ensure the security of the modular. The City is currently using Protection One for the City's security solutions at the Government Center and Pelican Community Center. Staff recommends the City use the same security company for the Public Works modular. Protection One will also provide twenty-four hour burglar alarm monitoring and monthly maintenance services in an amount not to exceed $6,476.70. The One Time Installation Fees Totaling: $5,663.20 The Monthly Fees: $67.79 (Total for the Year: $813.48) FUNDING SOURCE: http://sibagenda.sibfl.net/Agenda/Preview.aspx?ItemID=975&MeetinglD=O&MeetingDate... 2/15/2013 Preview Page 2 of 2 Funding is availabe in 20-600-5694 for the one-time costs and in 10-534-5463 for the on- going maintenance. ATTACHMENTS: Resolution Amendment to Agreement http://sibagenda.sibfl.net/Agenda/Preview.aspx?ItemID=975&MeetinglD=O&MeetingDate... 2/15/2013