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Home My WebLink About2012-234 Agrmt - Stanley Convergent Security Security Solutions Provider of SOWTT20l'Products and Services Installation and Service Agreement No. This Agreement is made and entered into this 19 day of July ,2012 between Stanley Convergent Security Solutions,Inc.,located in Naperville,Illinois,hereinafter referred to as-SCSS'and Oak Knoll Golf Course herainafter referred to as'Customer. 1. System and Service SCSS agrees to furnish installation,monitoring and/or repair services,during the term of this Agreement,at the premises of the Customer located at: 3070 Hwv 66 Ashland, OR 97520 a1ntN5ion Monitoring system as described in the attached Schedule of Service and Protection. 2. Terms,Renewal and Expiration This Agreement is effective as d the exertion date of this Agreement and shall have an initial term of sixty(60)months from the date the system first becomes operztive under this Agreement,and thereafter shall be automatically renewed for consecutive terms of one year,unless either party gives written notice at least sixty(60)days prior to the end of such tens,to the other of Intent to allow the Agreement W expire as of the end of the Uhencunent term 3. Payment and Scope(prices do not include any applicable state and local sales or use tax): A Payment-Custameragreestopai SCSS: I. $0.00 for the total installation of the system. a. $0.00 upon signing of his Agreement. b. Progress payments as follows:0 C $0.00 upon completion of the installation,plus a telephone installation and/or wrhnection charge of LO-. ii. $107.87 for services per month,as desaff ed in his Schedule of Service and Protection,payable 0 quarterly 0 semi-annually or 0 annually,in advance cormhencing fmm the first(10)day of the month following the date the system becomes operative. Customer also agrees to pay interim Charges in the amount of approximately 1/30P of the mouthy Charges for each day fresh and hehdirg the dale the system becomes operative unlit the that(10)of Nor following month. For financed systems,an additional mouthy is Payable far the tens CA the fir anceg Agreement iii. SCSS may at anytime following the expiration of twelve(12)months of this Agreement,increase the monthly charge specified in 3 Aii,once a year, H SCSS increases the basic monthly doge in any year by an amesmt greater than nine(9)peroenL customer may terminate the Agreement upon written Utica to SCSS within fifteen(15)days of mffi a ion of such increase. B. Services I. SCSS will Provide the services speed on the attached Schedule of Services and Prompai C. Ownership of Equipment. The equipment shall be owned by 0 Custaner,0 SCSS or its assigcee(hereinafter'SCSS-owrodi 0 Financed System. 4. Liquidated Damages and SCSS's Limits of Liability A. It is understood and agreed by the parties hereto that SCSS is providing a system and/or service designed to reduce the risk of loss only;that the payments provided for herein are based solely on the value of the system andor services as described herein and are unrelated to the value of any property located on Customer's premises;that SCSS is not liable for losses which may occur in cases of malfunction or nonfunction of any system provided by,or serviced by,SCSS,that SCSS is hot liable for losses which may occur in the monitoring,repairing,signal handling or dispatching aspects of the service,even if due to SCSS's negligence or failure of performance;Dot SCSS is not liable for losses resulting from failure to warn or inadequate training;that SCSS is not an insurer, and that insurance covering personal injury,property,loss,damage to and on Customers premises must be obtained and/or maintained by Customer.Customer understands that it is Customers duty to purchase such insurance;that SCSS offers several levels of protection and services and that the system and/or service described in the Schedule of Service and Protection has been chosen by Customer after considering and balancing the levels of protection afforded by various systems and the related casts. B. IT IS AGREED THAT IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES WHICH MAY ARISE IN SITUATIONS WHERE THERE MAY BE A FAILURE OF THE SYSTEM AND/OR SERVICES PROVIDED, DUE TO THE UNCERTAIN VALUE OF CUSTOMER'S PROPERTY OR THE PROPERTY OF OTHERS KEPT ON THE PROTECTED PREMISES WHICH MAY BE LOST,STOLEN,DESTROYED,DAMAGED OR OTHERWISE AFFECTED BY OCCURRENCES WHICH THE SYSTEM OR SERVICE IS DESIGNED TO DETECT OR AVERT, INABILITY OF SCSS TO GUARANTEE POLICE,FIRE DEPARTMENT AND MEDICAL ALERT RESPONSE TIME,AND ESTABLISHING A CAUSAL CONNECTION BETWEEN THE SYSTEM OR SERVICE PROBLEMS AND CUSTOMER'S POSSIBLE LOSS. THEREFORE IF ARTICLE 4A IS JUDICIALLY DETERMINED TO BE INVALID OR UNENFORCEABLE AND ANY LIABILITY IS JUDICIALLY IMPOSED ON SCSS, ITS EMPLOYEES,AGENTS OR REPRESENTATIVES,FOR PROPERTY DAMAGE OR PERSONAL INJURY,SUCH LIABILITY SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE ANNUAL SERVICE CHARGE OR$10,000,WHICHEVER IS LESS. (IF THERE IS NO ANNUAL SERVICE CHARGE,SCSS'S LIABILITY SHALL BE LIMITED TO $500.00.) THIS SUM SHALL BE PAID AND RECEIVED EITHER(I)AS LIQUIDATED DAMAGES AND NOT AS A PENALTY,OR(ii)AS A LIMITATION OF LIABILITY APPROVED AND AGREED UPON BY THE PARTIES. THE PAYMENT OF THIS AMOUNT SHALL BE SCSS'S SOLE AND EXCLUSIVE LIABILITY REGARDLESS OF WHETHER LOSS OR DAMAGE IS CAUSED BY THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS UNDER THIS CONTRACT OR BY NEGLIGENCE, ACTIVE OR OTHERWISE, OF SCSS, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES. NO SUITOR ACTION SHALL BE BROUGHT AGAINST SCSS MORE THAN ONE(1)YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION ARISES. IF CUSTOMER WISHES SCSS TO INCREASE THE AMOUNT OF THE LIQUIDATED DAMAGES AS PROVIDED ABOVE,CUSTOMER MAY OBTAIN FROM SCSS AN ADDITIONAL AMOUNT OF LIQUIDATED DAMAGES BY PAYING AN ADDITIONAL MONTHLY SERVICE CHARGE TO SCSS. THIS CLAUSE WILL IN NO WAY BE INTERPRETED TO ESTABLISH SCSS AS AN INSURER. C. SINCE THE PARTIES AGREE THAT CUSTOMER RETAINS THE SOLE RESPONSIBILITY FOR THE LIFE AND SAFETY OF ALL PERSONS IN ITS PREMISES,AND FOR PROTECTING AGAINST LOSSES TO HIS/HER OWN PROPERTY OR THE PROPERTY OF OTHERS IN ITS PREMISES, CUSTOMER AGREES TO INDEMNIFY AND SAVE HARMLESS SCSS, ITS EMPLOYEES,AGENTS,AND REPRESENTATIVES FROM AND AGAINST ALL CLAIMS,LAWSUITS AND LOSSES,BY PERSONS NOT A PARTY TO THIS AGREEMENT,ALLEGED TO BE CAUSED BY THE IMPROPER OPERATION OF THE SYSTEM,WHETHER DUE TO MALFUNCTIONING OR NONFUNCTIONING OF THE SYSTEM OR THE NEGLIGENT PERFORMANCE OR NONPERFORMANCE BY SCSS OF THE INSTALLATION,MAINTENANCE,MONITORING,SIGNAL-HANDLING OR DISPATCHING ASPECTS OF THE SERVICE. D. Paragraphs A through C of the Article 4 shall apply to any other company or entity which,in addition to SCSS,furnishes as a subcontractor or otherwise,any installation,monitoring or maintenance services provided hereunder. E. Limited Equipment Warranty Where Customer purchases a security system under this Agreement,SCSS warrants that the equipment will be free from defeds in material and workmanship for a period of ninety(90)days from the date the security system is placed into operation. If during this warranty period,any of the equipment or parts are defective or malfunction,they will be repaired or replaced,st SCSS'a sole option,free of Charge. Warranty repair is done B am-0 On Monday through Friday,excluding holidays. This warranty will rot apply 0 the damage a malfunction occurs because the system has been adjusted added to,altered, abused misused or tampered with by the Customer, operated or used contrary to the operating instructions,software has been used with an operating system other Nan that speed by SCSS or its original equipment manufacturer i-OEM'),performance issues relating to the use of Customers data networgs), power fluctuations,or any other Cause not within the Cause or Commit of SCSS. If inspection by SCSS fails to disclose any defect covered by this limited equipment warrant,the equipment will ba repaired or replaced at Customers expense and SCSS'a regular service Charges will apply. DISCLAIMER OF ALL OTHER WARRANTIES:EXCEPT FOR THE FOREGOING LIMITED EQUIPMENT WARRANTY DESCRIBED ABOVE,SCSS MAKES NO OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,THAT THE SYSTEM OR SERVICE SUPPLIED MAY NOT BE COMPROMISED,OR THAT THE SYSTEM OR SERVICE WILL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH IT IS INTENDED. IN NO EVENT, WILL SCSS, IT EMPLOYEES, OR AGENTS OR REPRESENTATIVES BE RESPONSIBLE FOR CONSEOUENTIAL,SPECIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER. SCSS MAKES NO WARRANTIES CONCERNING ANY EQUIPMENT OR DEVICES ATTACHED TO CUSTOMER'S SYSTEM UNLESS SUCH EQUIPMENT OR DEVICES WERE ORIGINALLY PURCHASED AND INSTALLED UNDER THIS AGREEMENT. 5. Miscellaneous Charges and Increase in Charges A. Customer shall pay any City,State or Federal taxes,fees or Charges which are imposed upon the equipment,the installation thereof or Performance of the services provided for herein,including any increases in Charges to Contractor for facilities required for transmission of signals under this Agreement. B. At SCSS's option,a fee may be charged for any false alarm caused by Customer or for any unnecessary service run. If either SCSS or Customer is assessed any fine or penalty by any municipality,fire or ponce protection district as a result of any false alarm,Customer shall pay the full amount of such fine or Penalty. C. Charges for toll free telephone usage,if selected by customer,are included in the Payment described in paragraph 3(A). SCSS may immediately increase its monthly Charges to reflect any increase in Charges for toll free service. Customer shall pay any other telephone Company tall line charges,including installation. License Information:AL Ni Alabama Eleamnic Semray Board of Dcenwre,7958 Vaughn Rd.,Montgomery.AL MI 16 pap 2849398:AZ ROC201975'CA ACCal 84801%Alarm company operators are licensed ant regulated by Von Bureau of Serunty 9 Inver garve Services.No,of Consumer Affairs.Sawment,CA 05814:DE U-158;FALW01:FSL-0059:DC 20104KO KE5Ba5230:FL EF200s:0495:GA GA.REG.LW405588: IL 127MI274 LA D1173:BF1431:ME MC60019206:MD 107-1174,Merriam ante patine,li ses4q division,7751 Wasmeam Blvd,Jeewp,MD 20784:MA Clear!MI 5101]MlMW74:MN TW 1239:MT 399:NJ 639887;107"85:NY 12M-027963,leered by Ni NO,of Slate:NC 714f ;17175-Ste-LV,Allen Syd eres Qoensing ad.,tan women PI.,Ste.104,Raleigh.NC 27908(91 97 8 7 5 3511:OR 518 9-1512:OK 953:OR 161567:at 3935:SC FA3387;M5501 IN 0-1180:TX 602140;ACR2839,Texas Conan on Private seaMy,SW5 Lamar BIW.,Austin.Tx 78773:UT 5701088-8501:VA 11-4299;2705-087235A.Commomveallh of Yrylnla,Net of criminal Justin Bernal,805 Eso Bead Greet.9"FL.Rion VA 23219:WA HSMEIEP 1.2.WYLV-A-32;TLV-A-15331. !Page t cis)famr0-1-2000th(LmvmNel AgpMMN.Np) Accepted: (NiaO 1: Customer D. Installation charges set forth in Article 3 assume installation will be performed during SCSS's normal working hours and using its own personnel. If Customer requests the installation or any part thereof to be performed outside Ordinary business hours, or if the installation must be performed by Outside contractors,or SCSS's wage rates do not apply as a result of prevailing wage requirements,or otherwise,then the installation charge will be adjusted accordingly. E. If any government agency requires any changes in the system originally installed,Customer agrees to pay for such changes.It is Customer's responsibility to obtain all alarm use permits required by the local jurisdiction. F. SCSS shall charge interest at the rate of 1'/a%per month,or the maximum permitted by law,on any delinquent balance. A balance becomes delinquent thirty(30)days after payment is due under Article 3. SCSS may also,upon written notice to Customer,stop providing monitoring and maintenance services if Customer is delinquent on any payment. SCSS may charge$25.00 for any NSF check. 6. Further Obligations of Customer A. Customer,at its own expense,shall supply appropriate unswitched AC electric power,outlets for such power,located according to SCSS's requirements and telephone company interconnection jacks,ifrequired. B. Customer shall not tamper with,alter,adjust,add to,disturb,injure,move,remove,interconnect with other equipment or otherwise interfere with equipment installed by SCSS,nor shall Customer permit the same to be done by others. It is further agreed that Customer indemnities and holds SCSS harmless for any claim arising out of the foregoing and that if any work is required to be performed by SCSS,due to Customer's breach of the foregoing obligations,Customer will pay SCSS for such work in accordance with SCSS's then-current prevailing charges. C. For Nose premises where SCSS is to provide monitoring,Customer shall furnish SCSS a list of the names,titles, telephone numbers and Signatures of all persons authorized to enter the premises Of Customer during scheduled closed periods and shall be responsible for updating such lists. In cases of supervised service,Customer shall also furnish SCSS with an authorized daily and holiday opening and closing schedule. D. Customer shall set the alarm system at such times as Customer shall close its premises. Customer shall test the alarm system prior to each closed period and shall immediately report to SCSS any claimed inadequacy in or failure of the system. Customer shall perform a daily walk test of any motion detection equipment used on the premises. E, Customer shall permit SCSS access to the premises for any reason arising out of or in connection with SCSS's rights or obligations under this Agreement. F. Should any part of the system be damaged by fire,water,lightning,acts of God,third parties or any cause beyond the control of SCSS,any repairs or replacement shall be paid for by Customer (ordinary wear and tear excepted in the case of a SCSS-awned system). G. Any claim by Customer of improper installation or a defect in the system shall be made in writing to SCSS within thirty(30)days of installation completion. H. Customer represents and warrants that Customer is the Owner of the premises or if not,that the owner agrees and consents to the installation of the system on the premises.Customer shall indemnify and hold SCSS harmless from any losses or damages,including attorney fees,resulting from breach Of such representation and warranty,or from SCSS's inability to recover SCSS- owned system Components when Customer moves out of the premises. L For those premises where SCSS is to provide central station sprinkler supervisory and water flow alarm or automatic fire alarm Service,Customer warrants and agrees that all alarm valves,gate valves,pumps,compressors,inspector test Connections,or other elements of the sprinkler system as now installed or to be installed,are or will be,Corrected at Customers expense so as to be acceptable to the insurance and other authorities having jurisdiction when equipped with SCSS's signaling devices, Customer further agrees to furnish any necessary water through Customers meter and at Customer's expense,to place hoods over any open forges or fires,and to pipe all boiler blow-offs and steam exhaust outside the premises to be protected. J. For those premises where closed circuit television equipment is provided,Customer will previde adequate illumination under all operational conditions for the proper operation of the closed circuit television Camera and will provide 110 AC power supply where required as well as shelf or desk space for monitors. K. It is mutually agreed that the Customer assumes 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 Customer's premises. L Customer represents that,except to the extent it has given SCSS written notice prior to the execution of this Agreement,(i)the work anrllor services to be performed hereunder are not subject to any Federal,State or Ideal prevailing wage statute or regulations,and(ii)to the best of its knowledge there is no asbestos or presumed asbestos-containing material,formaldehyde another potentially toxic or hazardous material contained within,or in,on or under any portion of any area where work will be performed under this Agreement. If such materials(whether or not disclosed by Customer)are discovered and such materials provide an unsafe or unlawful condition,such discovery shall constitute a cause beyond SCSS's reasonable control and SCSS shall not area or continue to perform its work under the contract until Customer has remedied the unsafe or unlawful condition at Customer's sole expense. Customer shall indemnify and hold SCSS and its assigns harmless from and against any and all claims,costs and expenses of any kind(including attorney's fees)for fines,penalties,back wages,bodily injury,property damage,delay or work stoppage that arises under or results from a breach of the foregoing representations(regardless of whether or not Customer disclosed such materials to SCSS). 7. Further Obligations of SCSS;Limitations A, SCSS shall not be held responsible or liable for delay in installation of the system or interruption of service,due to strikes,lockouts,riots,floods,fires,lightning,ads of God or any cause beyond the control of SCSS,including interruptions in telephone service. SCSS will not be required to perform installation or supply service to Customer while any such Cause shall continue. B. For those premises where monitoring is provided, SCSS, upon receipt of an alarm signal from Customers premises, shall (unless previously instructed otherwise by Customer), make a reasonable effort to transmit the alarm promptly to the police,fire tlepartment, medical agency or customer designated agency having jurisdiction or responsibility. SCSS shall also make a reasonable effort to notify Customers designated representative by telephone of every genuine alarm received unless instructed to do otherwise by Customer. To avoid false alarms,SCSS shall have the right,in its sole judgment to first investigate the cause of a signal by either telephoning Customer or dispatching a representative to the Customers premises to determine whether an emergency condition exists warranting notificetion of the police. Customer agrees that telephone Sells received or transmitted by the Customer Service Center, including the receipt and transmission of alarm signals,may be electronically recorded by SCSS,and that Customer Consents to such recordings. C. Customer understands that,if the system Installed under this Agreement is monitored,due to the nature of the method used for communicating alarm signals to the Customer Service Center,there may be times when that communication method is not able to transmit signals and SCSS will not receive alarm signals. Digital communicators use standard telephone lines and SCSS does not receive signals when the telephone system becomes nonoperational or the telephone line is cut,interfered with or otherwise damaged, There will be times when any radio frequency method,such as cellular, public or private radio systems,cannot transmit an alarm signal due to lack of signal strength or availability of a communication channel. Similarly,any other type of communication method installed under this Agreement also Can experience an inability to communicate alarm signals.Customer understands that SCSS offers several levels of Communication methods of alarm signals to the monitoring center and that the Services described on the front page of this Agreement and on the Schedule of Service and Protection have been chosen by Customer after considering and balancing the levels of protection afforded by various Communication methods and the related costs.Customer acknowledges and agrees that Customer is solely responsible for the selection of the type of communication method and whether the utilization of more than one communication method is required. D. In Case of possible communication method trouble detected by SCSS,SCSS shall contact the communication method provider and request that it determine the Ideation of the trouble,if unknown to SCSS. When the trouble has been traced to a Customer,SCSS will make a reasonable effort to notify Customer or the designated representative. In the event any service or repair to Customers equipment becomes necessary,SCSS shall,within a reasonable time,dispatch a representative to Customers premises for the purpose of making the necessary services or repair. It is understood that the Communication method provider is not the agent of SCSS and SCSS shall not be liable for the communication method provider's negligent performance or delay in performance. E, For those premises with a direct connection to the police,fire department or other agency,it is mutually understood and agreed that signals transmitted hereunder will be monitored in police and/or fire departments or other agencies,and that the personnel of such police andor fire departments or other agencies are not SCSS's agents nor does SCSS assume any responsibility for the manner in which such signals are monitored or the response,if any,to such signals. F. SCSS shall not be responsible for the replacement of equipment or parts no longer commercially available to SCSS. G. If an Access Control Preventative Maintenance or Software Support option is selected by Customer under this Agreement, SCSS will provide and install software upgrades as they become commercially available,during normal SCSS working hours. Software upgrades that do not affect the Customer's current operations,as solely determined by SCSS and the OEM,will not be installed by SCSS. In the event the Customer elects to have someone other than SCSS install the software upgrade,the Customer shall assume any and all liability for any damage caused pursuant to the installation. Service and upgrades for third party software not supplied by SCSS are excluded from this agreement. - License Information:AL[I Alabama Electronic 6etumry Board of Licensure,7959 Vaughn Rd.,Montgomery,AL 36116(334)2649388:AZ ROC204975:CA AGO6055',848019,Alan company operators are IicenSeJ am regulated by the Bureau of Security 8 Investigative Services,Dept.of Consumer Affairs,Sacramento,CA 95814:BE 04-158;FAL-0001;FSL-0059:DC 2010oDD0 X-86005230:FL EF20000495:CA GA.REG.LW405586'. IL 127001274 LA D1173;BF1431 ME MC60019206:MO 107-1174,Maryland state pours,licensing division,7751 Washington Blvd,Jessup,MO 20794.MA C1628 MI 5103306',W01205074:MN TS01238:MT 399'.NJ 639887;1074485:NY 12000275763,licensed by NYS Depl,of State.NC 714-CSA',17175-SP-LV,Alarm Systems Licensing BO..1631 Miami PI.,Ste.104,Raleigh,NC 27009(919187}381 L OH 53-09-1512.OK 953'.OR 161567:RI 3935'.Be FA3367;BA55m:TN C-11801 TX B02140,ACR2639,Taxes Coal on Private Security,5805 Lamar Blvd.,Austin,TX 70773.UT 5704068E501:VA 114298;2705.087235A,Oommonvrea8h of Virginia,Deq of Criminal Justice Services,805 East Broad Street,9"FL..Rid rd,VA 23219:WA HSMELEPN41-2:WYLV-A-32;TLV-A-15331. fPa(p 2 of3)Rsv.1O 1-2N'8(OOmmemAg AgeemeMdoc) Accepted: laifieiJ SCSS Off ustomer e. Title to Equipment and Use of SCSSawned Equipment;Proprietary Protection A. Any SCSS-owned equipment installed on the Customer's premises shall at all times remain solely the property of SCSS,or its assignee and Customer agrees not to permit the attachment thereto of any equipment not fumishad by SCSS. If Customer purchases equipment,Customer agrees that SCSS retains a security interest in the equipment until the full purchase price is paid. It is further understood and agreed that SCSS may remove or abandon all SCSS-owned equipment,including all wiring installed by SCSS,in whole or in part,upon termination of the Agreement by IapSe of time,default of any monies due hereunder,or otherwise without any obligation to repair or redecorate any portion of the protected premises,provided that such removal or abandonment shall not be held to constitute a waiver of the right of SCSS,or its assignee,to collect any charges which have accrued hereunder. B. Any Computer application program and/Or documentation,collectively referred to as'Software" that is provided by SCSS under this agreement,is owned by SCSS,its affiliates or one of its OEM's and is protected by United States and international copyright laws and international treaty provisions. Any breach of this agreement will automatically terminate the Customers right to use this Software,and the Customer is obligated to immediately return such Software to SCSS. Customer may not copy the Software for any reason other than per the dictates of any end user software license agreement.Customer may not reverse-engineer,disassemble,decompile or attempt to discover the source Code of any Software. Customer acknowledges that any breach of this section shall result in irreparable injury to SCSS for which the amount of damages would be unascertainable. Therefore,SCSS may,in addition to pursuing any and all remedies provided by law,obtain an injunction against Customer from any Court having jurisdiction,restraining any violation of this section. 9. Termination A. SCSS may terminate this Agreement immediately upon written notice: i. In the event Customer defaults in the performance of any of the terms and conditions of this Agreement,including the failure to make any payment as agreed herein,in which Case the balance of all monies due and for the unexpired term of this Agreement shall become immediately due and payable,together with interest at the maximum legally allowable rate. Customer shall also pay attorney and/or collection fees,defined as an additional thirty-five percent(35%)of the outstanding balance owed incurred in collecting Customer's account;or ii. In the event SCSS's Customer Service Center,the telephone lines,wires or SCSS'a equipment within Customer premises are destroyed or so substantially damaged that it is commercially impractical to continue Service to Customer's premises,or iii. As provided in Article 2 relating to expiration and Article 3(A)relating to price increases. B. Customer may terminate the Agreement. I, Immediately upon written notice,in the event Customers premises are by any Cause beyond the control of the Customer,destroyed or so substantially damaged that it is commercially impractical for Customer to continue any operations at such premises;provided that if the Customer is using SCSS-owned equipment the Customer must pay SCSS all payments remaining to be made under this Agreement through its scheduled expiration;or I As provided in Article 2 relating to expiration;Article 3(A)relating to price increases,and Article 11 relating to assignment. C. Upon termination of this Agreement, Customer shall permit SCSS access to Customers premises in order to deactivate the telephone line signaling device and/or to remove the equipment pursuant to Article 9. 10,Assignment This Agreement is not assignable by the Customer except upon written consent of SCSS first being obtained. SCSS shall have the right to assign this Agreement,or to subcontract any of its obligations under this Agreement,without notice to,or consent of the Customer. 11.No Subrogation Customer does hereby for itself and other parties claiming under it,release and discharge SCSS from and against all claims arising from hazards covered by Customer's insurance,it being expressly agreed and understood that no insurance company or insurer will have any right of subrogation against SCSS. 12.Sevembility and Savings In the event any one or more of the provisions of this Agreement shall for any reason be held to be Invalid,void,illegal,or unenforceable by any court,arbitrator,orgovemmental agency, the remaining provisions of this Agreement shall remain in full force and effect,and the Invalid,void,illegal,and/or unenforceable provisions)shall survive to the extent not so held. 13.Thal by Jury Both parties to this agreement,knowingly,voluntarily and intentionally waive any right they may have to a trial by jury in respect of any litigation arising out of under,in Connection with,or relating to this agreement. 14.Choice of Law This agreement is entered into in the State of Connecticut and shall be interpreted enforced and governed under the laws of the State of Connecticut without regard to application of Conflicts of laws principals that would require the application of any other law. Any action regarding this agreement or otherwise brought against SCSS by or on behalf of any party to this agreement,its agents, assigns,subsidiaries,antllor executors shall be maintained in a court in Hartford Connecticut, If the claim could be brought in federal court,the action shall be maintained in the United States District, District of Connecticut,Hartford Division, 15.Entire Agreement It is agreed to and understood by the parties that this Agreement inducing the provisions of Aide 4 and on the attached Schedule Of Service and Protection and Schedule of Equipment and Services,Constitute the entire Agreement between the parties,and supersedes and replaces all other prior understandings or agreements,whettler oral or written,relating to the premises covered by this Agreement This Agreement may net be Changed modified or varied except in waiting,signed by an authorizetl representative of SCSS. It is understood and agreed by and between the parties hereto,that fie terms and Conditions of this Agreement shall govern reawthstare ing any additional or inconsistent terms or Conditions contained in any purchase order or other document submitted by Customer. This Agreement shall not become binding on SCSS until approved and accepted by SCSS as Drov dad below Customer hereby acknowledges that he/she has read this entire Agreement and agrees to de bound by all its terms and Conditions. �p edFp� as to toms iiiieseell Stanley Convergent Security So—lutions,Inc. CUSTOMER By(Signature) Sales Represent a Jonathan Hall Name(Print or Type) Approve n cce ed by SCSS Title By Date Title 6all it EL r, Bank Reference Telephone Date 0.'s' m, Account Number NOT BINDING ON SCSS WITHOUT AUTHORIZED MANAGEMENT APPROVAL SIGNATURE License Inlmmaron:AL 06-088,Alabama Electronic Security Sol of Licensure,7953 Vaughn Rd..Montgomery,AL 36116(334)M4-9388:AZ ROC20497 5:CA Actuates,848019,Alum,company oleanders are licensed and regulated by the i Bureau of Security 8 Investigative Services,Dept.of Consumer Affairs,Sacramento.CA 95814:DE 04150;FAL-0001;FSL-0059:DC 20104Xxri-88005230:FL EF20ON95:GA GA.REG.LVU4055M IL 12)0012]4:LA D1173;BF1431:ME MCBW 19200:MD 107-1174,Mainland shale police,licensing division,7751 Wasbi,glon Blvd,Jessup,MD 2079:MA C1628,MI 5103308;3901205074:MN TS01238:MT 399'.NJ 639887;1074485:NY 12000275763,Licensed by NYS Dept.of State:NC 714-CSA;17175-SP-LV,Alem,Systems Licensing St.,1631 MidWen PL,Ste.10C,Raleigh,NO 27609(919)875-3611:ON 53-631512:ON 953:OR 161567:RI 3935:SC FA3387;BA5501:TN C-11801 T%002140;ACR2039,T exas Com'n on Prves Security,5005 lamas Blvd,Austin,TX 78773:DT 5704088-0501:VA 11-4298;2705007235A,Commonvrearth of Virginia,Dept of Criminal Justice Services,005 East Broad Street.9"FL.,Richmond VA 23219:WA HSMELEP9441_2:WYLV-A-32TLV-A-15331. (Paga3cf3)Rev.10.1-2008(COmmemialAgaevrenfdoc) Security Solutions Schedule of Service and Protection (Equipment &Installation) ANY OR ALL SERVICES PROVIDED BELOW ARE DEFINED IN AND SUBJECT TO THE TERMS AND CONDITIONS OF THE ATTACHED AGREEMENT DATED 7 / IT IEOIZ BETWEEN STANLEY CONVERGENT SECURITY SOLUTIONS INC.AND OAK &L&L. &LA 42-0 �FOR SERVICES AT _N21a 4N4 tit• A,$HL"O o2 !1-15 2.0 Inwsion: Access Conwl:_ Fire:_ CCTV: Other. Descree Other: Customer To Provide Protection Dmaces:(List Type.Qxrentity.And Location for Each Device) Quanty Equipment Part Number Existing Equipment Quantity Equipment AAV_RMrA&C P40f AtAgf a_CarrAea Gcv A&"tRo / wia_ECES.s RECF�vE,t. =9 Gbwt—co�tlraers —9 gvo�o_.sFit!saes Total Installation Price Sales Tax(R applicable) Customer,sl Total Pride Deposit(in-hand) Det. Balance Due On Completion W Total Monthly Fee _ FeV lniWh Ovmership of Equipment The equipment shall be ovmed by CJ./EAtT Security� Schedule of Service and Protection (Services) ANY OR ALL SERVICES PROVIDED BELOW ARE DEFINED IN AND SUBJECT TO THE TERMS AND CONDITIONS OF THE ATTACHED L1SOltmlfdlth AGREEMENT DATED 7IIQhnr9. BETWEEN STANLEY CONVERGENT SECURITY SOLUTIONS INC. AND M&-IWILL 6*kf tnYi FOR SERVI ES AT 16090 NwH 181, A61NAi 30 eZ 4-7520 Monitoring Services Monitoring Services eservices Intrusion Alarm Monitoring Weekly Auto Dialer Testing eAccountManager Fire Alarm and Sprinkler Monitoring Open/Close Signal Supervision eAceountManager Plus Critical Condition Monitoring �/ Open/Close Signal Tracking Basic eDataManager Medical Response Monitoring PIN Management By Stanley Advanced eDataManager Elevator Telephone Monitoring Open/Close Reports Premium eDataManager Additional Intrusion Alarm Monitoring Standard Exception Reports Premium Plus eDataManager Additional Fire Alarm and Sprinkler Monitoring Customized Exception Reports (v)-Video Guard Tour Additional Critical Condition Monitoring Sonitml Audio Monitoring (v)-Video System Verification Additional Medical Response Monitoring Soninal Managed Access (,,}Video Image Quality Verification Hold-Up or Panic Alarm Monitoring Sonniol Combo Audio Intrusion&Managed Access (v)-Video Incident Retrieval Additional Area Monitonng Other Central Station (v}Video Software Maintenance Duress Monitoring No Monitoring (v)-Video Specialized Reporting 24 Hour Auto Dialer Testing (v}Video Image Quality Verification (v)-Video Alarm Verification eAccessidanager eAccess Card Management eAccess Photo ID Badge Management eAccess Visitor Entry mySonitrol Standard mysonitrol Pro SonaVision eVideo Communication Back-Up Additional Services eVideo Alarm Venficalion-Videofetl High Alarm Basic Cellular Back-Up UL Fire Alain Certificate eVideo Alarm Verification-Videofetl Medium Alarm Advanced Cellular Back-Up UL Intrusion Alarm Certificate eVideo Alamr Verification-DVR+InWsion Panel Basic Radio Back-Up UL DOD Alarm Certificate eV.d..Alain Verification-Videofetl Low Alarm Advanced Radio Bark-Up Specialized Billing eVideo Guard Tour Internet Communication Back-Up I Software Support eVideo Open/Close Recording Internet Communication Back-Up II Board or Direct Connection eVideo Escort Internet Communication Back-Up III Runner or Guard Response eVideo Open Supervision eVideo Close Supervision eVideo Live eVideo Audit Fire Test&Inspections Advanced System Knowledge&Training The scheduled appointments include a visual inspection of devices,operational records. Technical Assistance Center Support Tests and inspections are documented and provided for customers. Test of system components and verification of communication link.Includes access to telephone technical Annual Training Package assistance.System repair,equipment replacement and lift rentals are excluded Semi-Annual Training Package Annual Fire Test&Inspections Semi-Annual Fire Test&Inspections Quarterly Fire Test&Inspections Monthly Fire Test&Inspections Accepted B,t �- 2% Quotation Reference: Customer Signature 'Due B p Initit� ale page 1 of 2 Lu Security Schedule of Service and Protection (Services) ANY OR ALL SERVICES PROVIDED BELOW RE DEFINED IN AND SUBJECT TO THE TERMS AND CONDITIONS OF THE ATTACHED �urgula& AGREEMENT DATED � BETWEEN STANLEY CONVERGENT SECURITY SOLUTIONS INC. AND OAV— "bleb Cap farrfdE FORSER CE AT yipTo Vai teto ASkluwi oz. gTSnZ Service Plans Embedded Customer Support Standard Service Plan Customer agrees and acknowledges that Stanley CSS is not an employment agency. (Montlay—Fntlay.said—4pm)This plan covers labor and equipment costs during normal business Customer and its agents agree that they will not solicit or hire on-site or embedded Stanley hours for nomtl'wes r and fear repair or replacement and includes batteries and lift rentals.Repair CSS employeees for a penod of five(5)years. or replacement of equipment damaged by the customer,acts of Gad or vandalism is not covered. Embedded Tech Support Specialist Service labor rates for after hours work are based on cement service labor rate schetlule.Include. access to the PNC TAC-Technical Assistance Center(24x7). Technical Specialists work at the customer location to assist in day-today tasks regarding the Premium Service Plan system operation and technical application.This support can be wstpmized to include repair service work,programming,test&inspection and other technical requirements. (24x7,365 clays)This plan covers labor and equipment costs for normal hear and tear'repair or Embedded Administrative Specialist replacement and includes hettenes and lift rentals.Repair or replacement of equipment damaged by the customer, acts of God or vandalism are not covered. Includes access to the PNC TAC- Customer Support Specialists work at the customer location to assist in clay-today tasks regarding Technical Assistance Center(24x7). the administration of security accounts.A suppal specialist use assist with questions,coordination Parts Only Service Plan and administration of installation,service,monitorin cc g,account management and billing matters. (24x7,365 days,Applicable Labor Rate)This plan covers equipment costs for normal'Wear and Embedded Project Manager Specialist tear repair or replacement and includes batteries and lift rentals. Repair or replacement of A Stanley Embedded Project Manager works onsite to coordinate scheduling,material delivery, equipment damaged by the customer,ads of God or vandalism are not owered.Service labor rates Stanley technical installation and support efforts.A project manager can assist with organiLng are based on cement service labor rate schedule.Includes access to fine PNC TAC-Technical overall efforts for new installations and management of facility issues. Price Per location or Assistance Center(24x7). multikbeltling campus. Labor Only Service Plan Embedded Application Engineer Specialist (Monday—Friday.Sam—4pm)This plan covers labor costs for reural'Wear and tear repair or Stanley Embedded Application Engineers work at the customer location to provide job design, replacement. Repair or replacement of equipment damaged by the customer,acts of Gad or drafting, and RFP assistance. An application engineer can assist with processing new work vandalism are not covered.Service labor rates for after hours work are based on current service estimates,maintaining CAD as-builis,and customer specific implementation requirements.Prim per labor rate schedule.Includes access to the PNC TAC-Technical Assistance Center(24x7), location or multi-building campus. Priority Response Service Plan Embedded Program Manager (4 hour response,24x7,365 days)This plan covers labor and equipment Costs with a 4 hour Stanley Embedded Program Managers spearhead the overall embedded progress at the customer response for normal'Wear and lose'repair or replacement and includes batteries and lift rentals. location.Activities Include providing administrative and technical supervision of other embedded Repair or replacement of equipment damaged by the customer,ads of Gad or vandalism are not staff members,acting as the primary point of escalation for embedded staff for any issues with field covered.Induces access to the PNC TAC-Teddical Assistance Center(24x7). insalladon and support,serving as the voice of the customer to executive management regarding client connection.concerns,and strategic needs,as well as communicating with Stanley field leadership to ensure project and service metnca objectives are being achieved, Preventative Maintenance Software Solutions Annual Preventative Maintenance Basic Software Support Plan Scheduled prevenfa0va maintenance.The scheduled appointment includes a visual inspection of (Monday—Friday,8 am-5 pm EST)Up to 30 hours per year of technical phone support or remote devices, walk-test of system components, cleaning of devices as needed and verification of connection assistance from server specialists,provided during normal business hours to customers. communication link.Includes access to the PNC TAC-Technical Assistance Center(24x7).System We*scope can indutle:troubleshooting technical problems,resolving programming issues,system migaie equipment replacement and lift rentals are excluded planning,database programming changes and addressing most access coca d software matters. Semi-Annual Preventative Maintenance Customer supped requests may the generated via e-mail or telephone. Scheduled preventative maintenance.The scheduled appointment includes a visual inspection of Advanced Software Supped Plan devices, walk-test of system components, cleaning of devices as needed and veri0calion of (Monday—Friday,8 am-5 pm EST)Up t 60 hours per year of technical phone support or remote communication link.Includes access to the PNC TAC-Technical Assistance Center(24x7).System connection assistance from sewer specialists,provided during normal business hours to customers. repair,equipment replacement and lift rentals are excludes Wed scope can include:troubleshooting technical problems,resolving programming issues,system planning,database programming changes and addressing most access control software matters. Quarterly Preventative Maintenance Customer support requests may he generated via e-mail or telephone. Scheduled preventatve maintenance.The scheduled appointment includes a visual inspection of devices, walk-test of system components, cleaning of devices as needed ark verficaton of Premium Software Support Plan communication link.Includes access to me PNC TAC-Technical Assistance Center(24x7).System (Monday—Friday,8 am-5 per EST,plus one site visit per year)Up to 120 hours par year of repair,equipment replacement and lift rentals are excluded. technical phone supped or remote connection assistance from server specialists,scope can include: troubleshooting technical problems, resolving programming Issues, system planning, database Monthly Preventative Maintenance provided during normal business hours to customers.Work programming changes and addressing Scheduled preventative maintenance.The scheduled appointment Includes a visual Inspection of most access control software matters.In addition,within the 120 hours per year,an annual 8-hour devices, walk-test of system components, cleaning of devices as needed and veri cation of customer site preventative maintenance visit is perrortnee. Travel costs for the preverbi ive communication link.Includes access to the PNC TAC-Technical Assistance Center(24x7).System maintenance visit is included in plan.Customer support requests may be generated via e-mail or repair,equipment replacement and lift rentals are excluded. leleplene. Basic QIP Home Security Inspection Plan Premium Plus Software Support Plan Scheduled inspection provided for home seventy systems.The QIP Inspection Includes"10 Point (Montlay—Friday,8 am-5 pm EST,one site visit,plus 10 after-hours per year)Up to 120 hours per Test&Inspect"procedure by a service technician,1-800 Toll-free alarm transmission service and year of technical phone support or remote connection assistance from server specialist,provided access to the PNC TAC-Technical Assistance Center(24x7).Equipment repair and replacement during normal business hours to cusomers.Work scope can include:troubleshootng technical are excluded, problems,resolving programming issues,system planning,database programming changes and addressing most access central schemes matters.Within the 120 hoods per year,an annual 8-hour Advanced OIP Home Security Inspection Plan customer site preventative maintenance visit Is performed Travel costs for the preventative Scheduled inspection provided for home seventy,systems.The QIP Inspection includes"10 Point maintenance visit is induced in plan.In addition,above the 120 hours per year,up to 10 hours per War of after-hours support services.Customer support requests may be generated via e-mall or Test&Inspect-procedure by a service technician, 1.800 Toll-free alarm transmission service, telephone access to the PNC TAC-Technical Assistance Center(24x7),10%discount on repairs and new equipment throughout the plan term and transmitter batteries replaced as needed.Five(5)battery After-Hours Software Support Plan limit per inspection. (10 hrs of sft ur horns support per year/24x7,365)(Sold in increments of 1011 Up to 10 hours per Premium QIP Home Security Inspection Plan year of technical phone support or remote connected assistance from server specialist provided Scheduled inspection provided for home security,systems.The QIP Inspection Includes"10 Point after name]business hours to customers. Work scope can include: troubleshooting technical Test& Inspect' procedure by a service technician, 1-800 Tall-free alarm transmission service, problems,resolving programming issues,system planning,database programming changes and access to the PNC TAC-Technical Assistance Center(24x7),15%discount on repairs and new addressing most access control software matters.Customer support request must be generated equipment throughout the plan term,transmitter batteries and alarm central battery replaced as via telephone.After-Hours Service Plans are available only in conjunction with a Premium or reacted.Ten(10)battery limit per inspection for transmitters. Premium Plus Software Support Plan. Accepted By �� Quotation Reference: Customer Signature Date Rep nib—*Is Page 2 of 2 ADDENDUM TO CITY OF ASHLAND AND STANLEY CONVERGENT SECURITY SOLUTIONS AGREEMENT Addendum made this , between the City of Ashland ("City") and Stanley Convergent Security Solutions ("Contractor'). Recitals: A. The City and Contractor enter into an "Installation and Service Agreement" (further referred to in this addendum as "the Agreement"). B. The parties desire to amend the Agreement to comply with state law in the event funds are not available for appropriation. City and Contractor agree to amend the agreement in the following manner: 1. Adding: Nonappropriations. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this contract within the City's fiscal year budget. Contractor understands and agrees that City's payment of amounts under this contract attributable to work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion, to continue to make payments under this contract. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this contract without penalty or liability to City, effective upon the delivery of written notice to Contractor, with no further liability to Contractor. 2. Amending Section: 2. Term, Renewal and Expiration This Agreement is effective as of the execution date of this Agreement and shall have an initial term of twenty four(24) months from the date the system first becomes operative under this Agreement, and thereafter shall automatically renew for consecutive terms of one year, unless either party delivers written notice at least sixty(60) days prior to the end of such term, to the other of intent to allow the Agreement to expire as of the end of the then-current term. 3. Except as modified above the terms of the agreement shall remain in full force and effect. CONTRA OR: CITY OF ASHLAND: BY BY Department Head Its ,; Date d(5�f/z- DATE ' ZS • 1-7— p Purchase Order# a�l� i Acct. No.: —// f.2 a4zz Om 60 /�O n(For City purposes only) d s to form 1-CITY OF ASHLAND,ADDENDUM TO CONTRACT FOR GOODS AND SERVICES RECORDER Page 1 / 1 RDS � Ashland Park Commission DATE PO NUMBER 20 E MAIN ST. 7113/2012 00119 ASHLAND, OR 97520 (541)488-5300 VENDOR: 003358 SHIP TO: STANLEY CONVERGENT SECURITY DEPT CH 10651 PALATINE, IL 60055 FOB Point: Req.No.: Terms: net Dept.: Req.Del.Date: Contact: Bruce Dickens Special Inst: Confirming? NO Quantity Unit Description Unit Price Ext.Price THIS IS A REVISED PURCHASE ORDER 4.00 Qtr Security Maintenance Charqes FY 2013 323.61 1,294.44 Oak Knoll Golf Course NOTE: New aqreement is pendinq Dept/Legal approval. SUBTOTAL 1294.441 BILL TO: TAX 0.00 FREIGHT 0.00 TOTAL 1,294.44 Account Number Project Number Amount Account Number Project Number Amount E 211.12.04.00.604160 1,294.44 i Authorized Signature VENDOR COPY i FORM #3 CITY OF � ASHLAND { A :�.quost for a Porch z e Order REQUISITION Date of request: En— Vendor Required date for delivery: Name SUV Tel-( (vfrvl uer , A) -se (1 E5 Address,City,State,Zip f2fao Contact Name&Telephone Number D 6IZ CR Fax Number I-5-7 7- Ll 7G - tl�i fo SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemption: ❑ Invitation to Bid (Copies on Ole) ❑ Form#13,Wdtlen findings and Authorization ❑ AMC 2.50 • Date approved by Council: ❑ Written quote or proposal attached ❑ Written quote or proposal attached PQ Small Procurement Cooperative Procurement ss than$5,000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon ❑ Direct Award Date approved by Council: Contract# ❑ Verbal/Written quote(s)or proposal(s) ❑ State of Washington Intermediate Procurement ❑ Sole Source Contract If GOODS&SERVICES ❑ Applicable Form(#5,6,7 or 8) ❑ Other government agency contract $5.000 to$100.000 [3 Written quote or proposal attached Agency ❑ (3)Written quotes attached ❑ Special Procurement Contract# PERSONAL SERVICES ❑ Form#9,Request for Approval Intergovernmental Agreement $5,000 to$75,000 ❑ Written quote or proposal attached ❑ Agency E] Less than$35,000,by direct appointment Date approved by Council: Date original contract approved by Council: El (3)Written proposals attached Valid until: (Date) (Date) Description of SERVICES Total Cost m f n1r n)��'Le ehai`2_67e5 --Vii'=-- Item # Quantity Unit Description of MATERIALS Unit Price Total Cost TOTAL COST . ❑ Per attached quotelproposal $, . Project Number______•___ Account Number___•__•__-__-______ AccountNumberalt_•� • Dg CO.&'o 06 0 Account Number___•__•__-__-______ 'Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: IT Director Date Support-Yes/No By signing this�requl fifon form,1 certify that the City's public contracting requirements have been satisfied. Employee Signature: Department Head Signature: (Equal to or greater than$5,000) Additional signatures(if applicable): Funds appropriated for current fiscal year: YES / NO Finance Director-(Equal to or greaterthan$5,000) Date Comments: Form#3-Requisition