HomeMy WebLinkAbout2015-269 Agrmt - Stanley Convergent Security
STANLEY STANLEY Convergent Security Solutions, Inc.
Security
Schedule of Service and Protection
(Equipment & Services)
STANLEY CONVERGENT SECURITY SOLUTIONS, INC. ('SCSS) AGREES ON THIS Y141DAY OF JULY, 2015, TO PROVIDE THE SERVICES DESCRIBED BELOW FOR ASHLAND PARKS &
RECREATION AT 620 N MOUNTAIN AVE. ASHLAND, OR 07620. ALL WORK WILL BE DOVE IN ACCORDANCE WITH THE TERMS SET FORTH IN THE AGREEMENT BETWEEN THE PARTIES. IF
SUCH AGREEMENT 18 NOT IN EFFECT, THE WORK WILL BE DONE IN ACCORDANCE WITH SCSS'S STANDARD TERIAS AND CONDITIOWS WHICH CAN BE FOUND AT
HT IPJNVAW.STANLEYCSS.CO?XEGAL HTML
Solution: ASHLAND PARKS & RECREATION -AGREEMENT RENEWAL ~
Quote: 0-00643329 7
Investment Type: Customer Owned ' '
Fire ❑ Intercom ❑
Video ❑ Commander ❑
Access ❑ Integrated Solution ❑
Access - Sonitrol ❑ integrated Solution - Sonlirol 0
intrusion - Traditional ❑ Time & Attendance ❑
Intrusion - Audio ❑ Other ❑
rpustbfner"WP~dvidb~
1 WIRELESS HOLD-UP ]
6 AUDIO SENSORS
6 DOOR CONTACTS
2 SMOKE DETECTORS
1 LCD KEYPAD
1 ADVANTAGE PLUS PANEL.
f. a .f 4 4
b
X Additional Fire Alarm Alarm signal sent to PNC Initiated by a fire alarm detection device. PNC vAli notify the
& Sprinkler fire department and customer when an alarm signal is received. Includes 24-hour auto
Monitoring dialer test.
X 24 Hour Auto Dialer (non-fire alarm systems)
Testing On alarm controls, a 24-hour auto dialer test Is programmed to automatically send a
test signal to PNC to verify the control's communication status. When an Auto Dialer
Test signal Is not received, PNC notifies the customer.
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N 9USA; TSC 4593: SC
FAC1337; DAC6501: TN I IM. ISW. 1441; W%. 144,; CE-D 6S523: 7%ACRM-1r. ECRI811; W2140 UT 67OWa6501: VA 27054172154, 11.5781: WA STAl1C5*125*JZ: VN 053248: VA 09322 Ylr W.G.23879
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STANLEY STANLEY Convergent Security Solutions, Inc.
Security
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X inySonitroi Standard (online support & basic account maintenance)
Standard rnySonilrol,net provides real [line ability to view system & user status, assign
user access levels, edit contact Into and view call list Information, contact the
Monitoring Center and generate standard reports( in Excel, Access or PDF formals).
Reports can be scheduled to run automatically on a daily, weekly or monthly basis.
Intrusion alarm users can be added or deleted and alarm (intrusion & fire) dispatch
activity can be viewed, Limited access and usage.
1 Sonilroi Audio Sonltroi Audio Verification technology is audio Impact activated. When an alarm is
Intrusion Monitoring triggered, an audio transmission is automatically received by Stanley's PNC and the
Audio Monitoring Specialist will immediately notify the police department when a break-
in has been identified. This service Includes 24-hour auto dialer test, opentclose
tracking, 1 area of protection and 1-800 toll-free signal transmission.
1 Open I Close Signal (no O/C schedule required)
Tracking On an Intrusion alann, a programmed feature that transmits a signal to PNC when the
system is armed/disarmed, PNC automatically logs the time & user number for each
arm and disarm, but takes no action since there Is no opentclose schedule. The
customer has the responsibility of managing PIN's (passcode, passcard & user
number).
1 oftil 6
WO, 'T,
4• B
The term of INS Schedule is for a period of 24 Months (2 Years) from the date hereof and shall Total Installation Price':
thereafter renew as set forth in the Agreement.
Up-front Deposit':
Transaction Information: Renewal Progress Payments':
Warranty Duration: 90 Days Balance Due U
Escalation intamalian: 2: 396 after 36 fAonths (3 Years) Pon
Completion%
Customer agrees that SCSS retains a security Interest in the equipment until the full purchase price Monthly Service Charges
is paid. Total Monthly Feel $86.04
'Prices do not include taxes' Payment Frequency. Match Existing Frequency
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127NI274: KY 3N LA
F 1162; F676; F 1277. VA 71 MC: HO 107-162& 111310330-1.30 1205772 LUl 1501231 LIS 19201St; 15024172. UT FPL-eELt44I12. No 2W55 SP•FAAY, 216SCoSk A- S2sYms tkantly Rd, 4501 G'a w.~oi
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Al 911&k TSC 495& SC
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(2015.07.04) O-
0060329
Pa1e2d3
STANLEY STANLEY Convergent Security Solutions, Inc.
Security
Installation and Service Agreement No. 0-00643329
/BP vyA
This Agreement is made and entered Into Ilii N)i day of July 2015 behwen STANLEY Cdhvergent Security Soki5ons, Inc., Wits its principal office located at 65 Shuman Blvd, Napemr!ae,
Ilfnots SOS63,
hereinafter referred to as'SCSS' and ASHLAND PARKS A RECREATION, herelmifter referred to as'Customer .
1. SystrimandSOrvice
13 SCSS Wit sett and install, provide waranty, and after-warrantyrepaY servfce, and/or provde monitoring and other senices for Use security systems (w4-Adualy or coBecNrely the
'System or
-'Sold System) as described on the attached Schedule of Equpmenl and Sentces (Me 'Schedule.)
11 SCSS Wit Insla , preside repar service and provide monNortnsg and the other senices for the security systems (ndviduaity o ccdeci%* Usa'System' or'SCSS System) described on Use
shaded Scbedde. A SCSS System remains the sole and exclusive propedyof SCSS.
The System %A be (nslaUd at the presses of the Customer located at: 620 N MOUNTAIN AVE. ASHLAND, OR 97520
Customer agrees that It has chosen this System and understands that additional o(different protection is ava'labte for a higher price.
2. Term, Renewal and Expiration
A. This Agreement Is eaectiw as of the execution dare of Cis Agreement and for use o(Uhe System and services sla7 have an Initial tern of 24 Months (2 Years) from the data the System
first becomes
operative kinder leis Agreement, and thereafter shelf be eutomaticaYyrenened forconsetuliv+e lemur of Waive (12) mon!hs, except vhere prot@b(ted by appfcable taw inv,Kch case the
Agreement WO
renew from month to month, unless eiUser party gfvas witfen notice at least sixty (60) days prior to tine end of suds terra to the other of intent to a0arr the Agreement to exp!re
as of Use end of the then-
amrenl term
3. Payment and Scope (prices do not Include any applicable stale and local sales or use tax):
A Paynmrd-CustomaragieestopaySCSS:
1. for the pike of a Sold System and the Installation of the System.
a. $0.00 upon slgryrig of this Agreement.
Is. Progress payments as fot!arr !
c. $0.00 upon completion of the Installation
It. $86.04 for senices per month, as described In Vie Schedule of SeWce and Prolecion, payable 0 monthly[] quarterly ❑ semi-annually or O annuafty, In advance commencing from
Ue first (isq
day of the month foCmdrsg Use dale the system becomes operative. Customer also agrees to pay Irvedm charges in the ensount of approximately 1130-h of the monthly charges for each
day from
and Inchsd6sg the dale the system becomes operative snt4 Use first (Isq of Use roem•Ang month.
H. SCSS may at any Vale lofovdng the e)ptfaron of 38 MorUss (3 Years) of (Ns Agreement, Increase Ile fnontlly charge specified in 3A1, once In any 301.Iorahs (3 Years) period.
H SCSS
Increases the basic monURj charge In any year by an amount greater than 34A percent, Customer m3y lenninale Vie Agneemen! upon vaitlen notice to SCSS WtHin fifteen (15) days of rsotikcatfon
of such Increase.
0. Services
i. SCSS vii preside U1e senices ape 5fed on Use attachM Schedule. For a Sold System, at the expiration of the irlited warranty, repair service wlf be on a lima and material
basis unless Customer
subscribes to a service plan described on the Schedule. Repay senices kr s SCSS System are described on the SchedLie.
4. Liquidated Damages and SCSS's Limits of Liability
A. It Is understood and Weed by the parties hereto that SCSS Is IXOMAg a Systems and/or sanity designed to reduce the risk of loss only; that Use payments provided for herein are
based so" on the
value of ills use of Use System ansdbr serv!ces as described Iscrdn and are welaled to the value of arty property located on Customer's premises; that SCSS is not katfe for losses
Witch may occur In
cases of malfunction or nmkrnction of any System proVded by. or su%4ced by, SCSS, cal SCSS Is not fable for losses which may occur in Jim m3rillairg, reps Wg, signal handing of
dispatching
especis of the sen(ce, even If due to SCSS's negfgence or (aloe of performance; that SCSS Is not fable be losses resulting from fa lure to warn or imadequale training; gal SCSS
Is not on insurer; and
that Insurance covef6g personal lrgLry, property loss, damage to and on Customars premses must be Obtained and/or malntalned by Customer. Customer understands that it is CuslonnWs
duty to
purchase such insurance; that SCSS offers several levels o(proteuion and services and that the System and/or service described In the Schedule of Service and protection has been
chosen by
Customer after consklering and balancing Use levels of tlroteclon afforded by various systems and the related costs.
B. IT IS AGREED THAT IT 13 IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES WHICH MAY ARISE IN SITUATIOUS%%"ERE THERE MAY BE A FAILURE OF THE SYSTEM
A7D/OR SERVICES PROVIDED, DUE TO THE UNCERTAIN NATURE OF POTENTIAL DAMAGES A14DIOR 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,INCLUDJiNG LOSS, DAMAGE, OR LIVABILITY TO OR IMPAIRMENT OF ACCESS TO CUSTOMER'S DATA, INABILITY OF SCSS TO GUARANTEE POLICE, FIRE
DEPARTMENT AND MEDICAL ALERT RESP014SE TIME, AND ESTABLISHING A CAUSAL CONNECTION BETWEEN THE SYSTEM OR SERVICE PROBLEMS AND CUSTOMER'S POSSIBLE
LOSS OR INURIES TO THIRD PARTIES. THEREFORE IF ARTICLE 4A IS JUDICIALLY DETERIAINED 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 510,000, WHICHEVER IS LESS. (IF THERE IS 120 ANNUAL SERVICE CHARGE, SCSS-S LIABa ITY SHALL BE LIMITED TO $500). THiS SUM SHALL BE PAID
Alto RECEIVED EITHER AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, OR (a) AS A LUA(TATIOY OF LIABILITY APPROVED AND AGREED UPON BY TILE PARTIES. THE PAYMENT
OF THIS AMOUNT SHALL BE SCSS"S SOLE AND EXCLUSIVE LIABILITY REGARDLESS OF WHETHER LOSS OR DAMAGE IS CAUSED BY THE PERFORMAFICE OR NONPERFORMANCE OF
OBLIGATIONS UNDER THIS CONTRACT OR BY NEGLIGENCE, ACTIVE OR OTHERWISE, OF SCSS, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES. NO SUIT OR 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
LIABILITY LWITAT10N OR LIQUIDATED DAMAGES AS PROVIDED ABOVE, CUSTOMER MAY OBTAfN FROM SCSS AN ADDITIONAL AMOUNT OF LMITED LIABIUTYOR LIQUIDATED
DAMAGES BY PAYING AN ADDITIONAL MONTHLY SERVICE CHARGE TO SCS, SUBJECT TO WRITTEN APPROVAL BY AN AUTHORIZED SCSS REPRESENTATIVE SETTING FORTH SAID
TERMS. THIS CLAUSE WILL IN 120 WAY BE INTERPRETED TO ESTABLISH SCSS AS NN INSURER.
C. SINCE THE PARTIES AGREE THAT CUSTOMER RETAINS THE SOLE RESPONSIBILITY FOR THE LIFE ANO SAFETY OF ALL PERSONS IN ITS PREMISES, AND FOR PROTECTING AGAINST
LOSSES TO HISIHER OWN PROPERTY OR TIIE PROPERTY OF OTHERS IN ITS PREMISES, CUSTOMER AGREES TO INDEMNIFY MID 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
ANY SERVICE, INCLUDING BUT NOT LIMITED TO INSTALLATION, MONITORING, SIGNAL-HANDLING OR NOTIFICATION ASPECTS OF THE SERVICE.
D. Will respect to SCSS owned systems, CUSTOMER EXPRESSLY WAIVES ANY MID ALL RIGHTS AND REMEDIES CONFERRED UPON ACUSTOMER UNDER ARTICLE 2A OF THE UNIFORM
COMMERCIAL CODE AND ANY RIGHTS NOW OR HEREAFTER CONFERRED UPON A CUSTOMER BY STATUTE OR OTHERWISE THAT MAY LIMIT OR MODIFY SCSSS RIGHTS AS
DESCRIBED Ill THIS SECTION OR OTHER SECTIONS OF THIS AGREEMENT OR APPLICABLE SCHEDULE.
E. Paragraphs A through D of this Nfcte 4 shelf apply to any other company or entity, end the wok It performs, which. In addition to SCSS, furnishes as a Subcontractor or othenNse,
any equipment.
Installation, monlloring, nepgfs or other servkss provided hereunder.
F. LIMITED WARRANTY. (SOLO SYSTEM ONLY(
SCSS warrants that the equipment %%(f be free from defects In material and wotbronshhp for a pedod of 90 Days from the date Use aecraily sys(am is placed into operatiorL If during
Cis warranty period, j
any of the egltpment or parts are detective or malfunction, they vAf be repe!red of replaced, at SCSSs WA oplios, free of charge. Warranty fepalr is done 8 am-4 pm Monday through
Friday, excluding 3
holidays. This vrar(anyw4lnot a"ItCis dmiwgeof malfunction occurs b scause the skits rn has be en ad,*-jsIsd, added to, aftered, abused, mi sus ed or tampered Wth by Vie Custonw,
operated or
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4£F92. AZ ROCM976:
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C23; LCO591 L ACMSS, AJa o e~erfrry
W.Mus era lee M trid ra*,3JYcd Ly ass Our enr of Secuiq a kxxstl9va Services, Dql of Ca v+ AN* s, Sttru aa, CA 05314. De 04-ISY FAL-COS I: fL EFOOIC0772. 0A 439 70 1 U AG211:
10 01 SW IL 127N 1274: ICY 314: LA
F 1162; F675: F1277; ?AA 71290:110 1074974: lR 6103W, WI 20S772. ADf ISO1231_ MS 19207-SC: 1:424172-. MT FPL-0ELIW 131: HC 25055SP.FACV, 21654CSA Rim S)sla s tk r-Oj M, 4r.01
GSearoed Avc S!e 203, RAI42h.Ix
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03213;: m 94 ON TSC 00 SC
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LV-003879REV (201507.(5) 0.
00513323
Pape3de
STAK -EY STANLEY Convergent Security Solutions, Inc.
security
used contrary to the operating InsWction%, software has been used vAth an operating system other than Vial sped6ed by SCSS or Its original equipment manufacturer ('OEM'). performance
Issues
relating to Muse olcuslornar's data neh•.ork(s), power flucluauons, or any other cause not Wthin the cause or control of SCSS. If Inspection by SCSS faits to disclose cry/ defect
covered by Ws
limited eWfirnent warranty, the equipment 1+11 be repaked or mp:aced at Cuslomer's expense and SCSS's regular sen4cd charges vil apply.
DISCLAIMER OF ALL OTHER WARRANTIES: EXCEPT FOR THE FOREGOING WAITED EQUIPMENT WARRANTY DESCRIBED ABOVE, SCSS IAAKES NO OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FRNESS FOR A PARTICULAR PURPOSE, 114AT THE SYSTEM OR SERVICE SUPPLIED MAY NOT BE C0.11PROMISED,
OR THAT THE SYSTEM OR SERVICE WALL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH If IS INTENDED. IN NO EVENT, WILL SCSS, ITS EMPLOYEES, OR AGENTS OR
REPRESE14TATIVES 13E RESPONSIBLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OF Arty NATURE WHATSOEVER. SCSS MAKES 110 WARRANTIES CONCERNING ANY
EQUIPMENT OR DEVICES ATTACHED TO CUSTOMER'S SYSTEM UtaLESS SUCH EQUIPMENT OR DEVICES WERE ORIGINALLY PURCHASED AND INSTALLED WIDER THIS AGREEMENT.
STATE LAW: SOME STATES DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF CONSEOUENTIAL OR INCIDENTAL DMIAGES, OR A LIMITATION 0,14 THE DURATION OF IMPLIED
WARRANTIES. SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. THE WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS AND CUSTOMER MAY
ALSO HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE.
6. Miscollanoous Charges and Increase In Charges
A. Cuslomer4hal pay arty City. Slate or Federal tares, fees or charges v,Mch are imposed upon the egtip ment, [he Installation [hereof or performance of the services provided for
herein, inducing any
Increases In charges to SCSS for lad5ties required for transmission of signals umier this Agreement.
B. At SCSS's opilm a fee may be charged for any false alarm caused by Customer or for any unnecessary sentce run. If ether SCSS or Customer is assessed any line or penalty by any
municipality, fire
or police protection asldct as a result of any false alarm, Customer shall pay the Out amount of such line or penalty.
C. Charges lot loll Iree telephone usage, if selected by Customer, are Included in the payment described In paragraph 3(A). SCSS may imnedatrdy Increase Its monthly charges to renect
any Increase In
c atges for log free sentce. Custom-,r shag pay any other telephone company loll line charges, indudrg Installation.
D. Inslagaton charges sal pods In A.rfde 3 assum3lnslallaton vAl be performed during SCSS's normal vraking hours and using Its ovA7 personnel. if Cuslomerrequests the Installation
or any part thereof
to be performed outside ordinary business lours, or If the Installation must be perormed by outside contractors, or SCSS's wage rates do not apply as a result of preva'li g wage
requirements, or
olhenltso, then the Installation charga 114 be ad usled accordngty.
E. If any goverrimeant agency requires any changes In the system originally Instated, Customer agrees to pay for such changes. It Is Customer's resoonsblbli ly to obtain all alarm
use perrnis required by the
local jurlsdiclion,
F. The prices quoted for lho alarm system are based upon Die number or components. type of security and service specified In the Schedule. Should Customer request Or require *MUwal
prolecWn,
security devices or services. this may aged the final contract price. Cost associated vA1u condTons not apparent at SCSS's Initial Survey and for delays other than caused by SCSS
w4 be borne by
Customer at SCSS's then current rates.
0. SCSS shall charge interest at the rate of i Y,,% per month, or the maximum permitted by law, on any dernquenl balance. A balance becomes delinquent thirty (30) days after paysrenl
Is due under
Article 3. SCSS may also, upon urillen notice to Customer, slop piokrni moralodng and rnaintenarico services If Customer Is delinquent on any payment. SCSS maychaige $25.00 for
any NSF check
or the maximum permilled by law.
6. Further Obligations of Customer ,
A. Customer shag not temper with, alter, adjust, add to, disturb, injure, move, remove, Interconnect with other equipment or olhenvtse Interfere with eWti ent Installed by SCSS,
nor shag Customer permit
the same to be done b/ others, R Is Nagler agreed that Customer Indemnities and holds SCSS harmless lot any daim arising out of the foregoing and Vial if any wok Is required to
be performed by
SCSS, due to Cuslowes breach of the foregoing obligations, Customerw01 pay SCSS for such wok In accordance with SCSTs then-current prevalfrg charges,
D. For those premises where SCSS Is to provide monitoring, Customer shag furnish SCSS a list of the names. Gees, telephone numbers and signatures of all persons authorized to enter
the premises of
Customer during scheduled dosed periods and shall be responsible for updafng such fists. In cases of supervised service, Customer shall also furnish SCSS wlth an authorized dairy
and holiday
opening and dosing achedue.
C. Customer shag set the alarm system at such lives as Customer shag dose its premises. Customer shag test the alarm system prior to each closed period and shag Immediately report
to SCSS any
claimed Inadequacy In or failure of the system Customer shag perform a pedoft wank lest of any motion defection equipment used on the premises.
D. Customer shag permit SCSS access to the premises for any reason arising out of or In connection with SCSS's rights or r1hF.gatons under INS Agreement.
E. Shedd any part of the system be damaged by fire, water, fghW rig, acts of God, third parties or any cause beyond the control of SCSS, any repairs or feplacement shall be paid
for by Customer (ordinary
vrear and tear excepted In the case of a SCSS owned system)
F. Any dalm by Customer of Improper Installation or a defect in the system shall be made in writing to SGSS within Ifirly (30) days of installation eonpletion. Such obliga9on shag
not Veake Customer's
warranty rights under Ankle 4.F., United Warranty.
G. Customer represents and warrants that Customer Is Die owner of Die premises or. If not, that the creaser agrees and consents to the Installation of the system on the premises.
Customer shall hidenvify
and hold SCSS harmless from any losses or damages, IncAldrhg attorney fees, resulting front breach of such representation and wi nranty, or from SCSS7s Inabhty to recover system
components when
Customer moves out of the premises.
H. For those premises where SCSS Is to provide central slagon spdnMer supervisory and water Dow alarm or automatic lire alai in service, Customer warrants and agree s that a4 afarnl
valves, gate vales,
pumps, compressors, Inspector test connections, or olier elements of the sprinkler system as nav lnslalled or to be instated, are, or 01 be, corrected at Customers expense so as
to be acceptable to
the Insurance and other authorities having Wsdicdon when equipped with SCSS's slgnaing devices. ranslomer further agrees to furish any necessary water through Customers meter and
at
Customer's expense, to place hoods over any open forges or Tres, and to pipe at boiler blow-offs and steam exhaust oul4de the premises to be protected.
1. It is mittually agreed that the Customer assumes full iespons'bllity for the operation of any and all bypass or swftch snits provided for disconnecting of reconnecting the alarm
sounding and/or hansailfing
equipment at Customer's premises.
J. Customer represents that, except to lie exiert It has given SCSS wnllen notice prior to lime execution of INS Agreement, p) the work and/or senices to be performed hereunder are
not subject to any
Federa4 State or lord prevaMg wage statute a reghdafons, and (a) to Via best of its knc&V*dge there is no asbestos or presumed asbestos-conlalring material, formaldehyde or over
potentially toxic or
hazardous material contained within, or In, on or under arty portion or any area lvhere work wig be peflomhzd under this Agreement If such materials (whether or not disclosed by
Customer) are
discovered and such materials provide an unsafe or unlawful conchlon, such discovery shWl cons[il to a cause beyond SCSS's reasonable control and SCSS shall not start of co Virue
to perform As
work under the contract umbl Customer has remedied Die unsafe or untaufut conditah at Customer's sore expense. Customer shall Indemnify and hold SCSS and its assigns harmless from
and againsl
any and ait dairns. costs and expenses of any kind (including allomey s lees) for fines, penalties. back wages, bodily Injury, property damage, delay or wok stoppage that ases
"a( or fesdts from a
Leach of the foregoing representations (regardless olvhelher or not Customer disclosed such materials to SCSS).
K Customer agrees that SCSS nay conduct a credit Investigation and reNew. In such event, Customer shall provide, In a W hely roamer, such financial IMOrmaton as SCSS may request.
Customer
represents and warrants that all such tnandal Information accurately and oompletely presents Customer's francial condilon as of Via date of execution of this Agreement.
1. Cuslaner hereby authorizes SCSS to execute and Ile financing alaiements andlar continuation statements under ft Uniform Commercial Code on Cuslomer's behalf and to file such documents
In all
places %%her$ necessary to perfect SCSS's Interest In the equipment. Customer agrees to execute any such Instruments as SCSS may, request from time to time.
jl
7. Further Obligations of SCSS. Limitations
A. SCSS shall riot be held responsible or fade for delay in Instalagon of the system or interruption of sentce, due to strikes, lockouls, ilols, foods, fifes, lightning, ads of God
or ary cause beyond the
control of SCSS, Including Weruplons In telephone service. SCSS will not be requred to perform Installation or supply a enke to Customer while any such cause shall coa-nues.
B. R Customer has subscribed to monitoring sen4ce, the System will be connected to SC-Ws matlorlghg facility (the 'Center). Un>ZSS Specifically requested oUw%Wso by Die Customer
and approved by
IDGSS 3 Center, when a burglar alarm signal from the alarm system IS received, the Center VAl first try to telephono Cuslomm is premises, and If Here Is no answer glen vAl try
to telephone the prat !
available person on C sternefs emei geroy cal fist, to vedlywhether or not an emergency Bondtlon requiring polica response exists. If there Is no answer to both of these calls
or the person contacted I
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IU 914M TSC 4??S: aO
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(201507.00) 0.
0001.3329
Paga 4 d s
STANLEY STANLEY Convergent Security Solutions, Inc.
Security
Indicates that an eniargency exsts, Via Center vAl attempt to notify the police department. The Center VAN also attend to contact son•,eone on the e+rr_rgency cal list le adviso
ahem that the p0ce have
bsen n oRed. W1nen a Ere aim hold-up alarm or duress alarm signal Is received, the Centar wl3 attenrpl to notify the po;ice or (re department or other emergency, personnel and
the list available
person on the emOrgency cal Fat. When a ran-emergency signal Is rece;ved, the Center vA/ attempt to contact the premises or Use firs( avalable person on the emergency CAN Est butsill
not notify
emergency evthaiVes. The Center may choose not to nobly emergency personnel Hit has reason to believe (hat an emergency condition does not exist. SCSS and Custorlxr are ob(galed
to comply
vAth all ratification and response requirements Imposed by govemrnenlai agencies hW g Iuris6ctim over the system SCSS reserves the right to 6sconGaia or charge any pariladarresponse
service
due to such governmental or Insurance requkements v tlfaul notice. Customer consents to the tape and video recadng of telephone and video ca vnUnicabons between Customers premises
and
SCSS, and mull Inform Its employees and third parties that sudm recordings are authorized. If Customers police or fire department novvor In the future requires ptr/s!ral or visual
verification Alan
enorgeacy cond;Hon before responding to a request for assistance, Customer agrees to subscribe to such service if provided by SCSS, or olhervv{se corrydy vith such requirements,
and an ad6lionaf
fee may apply for such services.
C. It Video equipment Is instated, It may be Integrated In'o the system and, upon activation, vAl send a video transmission to the Censer. The Center vil first attempt to verily
the nature of to emergency
by 0eving the video. If Ue Canter deleminas that an emergency condition exists, it vAl try to fist telephone ft premises, if evaiable, and report the emergency condtion. Inhere
is no answer or the
person answering conlrm3 the emergency condilom, then, based upon the nature of the emergency ca"bon, the Center Wit nobly the proper Wca or fife department or other emergency
personnel,
and Ilia next available person on the emergency call Fst. U the Centerdefermiries that an emergency wndiaon does rat eras( or the video Is Inconcluilvo, to CeniervAl use the nolificallon
procedures
set forth in paragraph 7B Above.
D. Customer understands that, it the system installed is monitored, due to the nature of the naaad used (of comrnunicarng alarm signals to SCSS's mwAodng center, Uwe may be limas
Wien that
communication method is n01 able to transmil signals and =S %,.(,,l not receive alarm signals. Digital cormwn'.calors use standard telephones Fines and SCSS does not receive signals
Wien the
telephone systembecomas non-operational or to leteplane fife Is placed on vacation status, cul, Interfered vAth orot ervAse damaged. There Wit be limas Wien any radio frequency
mdthod, such as
cefuiar, We or private redo systems of Wornel based service, cannot transmit an alarm signal due to lack of signal strength, netvwk congestion, or evalaW(yof a cormnxdcalons channel.
Simtany, any other type of cosrtrx"caaon method installed under His Agreement also can experience an (naUlty to comnunkate alarm signals. Cuvtoom understands that SCSS offers several
levels
of canmunicagon methods of alarm signals to Via man Ioring center and [hat the Services described on the Boni page of [his Agreement and on Ilia Schedule of SeWce and Ptolecton
have been
chosen by Customer after considering and balancing the levels or protection Afforded by various eommunleation methods and Use related costs. Customer ackno edges and agrees Thal
Customer Is
soley responsible brume selection of the type of con arm"cation method and whether the u%zation of more than one connnwntcaGon mated is reglried. Communications netvorks provided
by
Independent carders or providers are vvhoSy beyond SCSS's control and are maintained and serviced, so!ely by the applicable carder or provider. Customer agrees to reimburse SCSS
for any costs
Incurred to reprogram tie canundcalof because of area code charges or Oterdiarig pattern changes. If telephone service is used, Vie use of DSL or other broadband telephone servico
may prevent
the system from hansnitfing alarm signals to Vie monitoring center and/orInfenfere v.M the telephone Fne-sdzure feature of Vie system. Svdn senices shook! beinstated ona leleplane
number that Is
not used kmi alarm signal transmission. Customer agrees to rally SCSS If Customer has installed or Intends to Instal DSL or other broadband service. IMMEDIATELY AFTER THE INSTALLATIOU
OF
DSL OR OTHER BROADBAND SERVICE, THE SYSTEM'S SIGNAL TRANSMISSION MUST BE TESTED WITH THE MONITORING CENTER.
E, For those premises Wth a direct connnneckon to the poke• are department or other Agency, it Is nxNualy understood and agreed that signals trensm(lled hereunder vll be taxi stored
in poke and/or lie
deparlnenis or other agencies, and Uet Una personnel of suds polce and.W fire departments or other agencies ere not SCSS's agents nor does SCSS assume any responsiVftyf for the
canner In vAikb
such signals are modtaed or tie response. If any, to such signals.
F. SCSS shall not be respahsible for the replacement of equ!pment or parts no longer commercially avalWe to SCSS.
0. Iran Access Control Preventative Maintenance or Sofhvare Support option Is selected by Customer, SCSS Wit provlde and install software upgrades as they become commercially available,
during
normal SCSS vntking hoirs. SotNrare upgrades Val do not affect Via Customers arrant operations, as solely determined by SCSS and the OEM, will not be Imta'led by SCSS. In Ilia
even! 010
Customer elects to have someone other than SCSS instal lie soth-are upgrade, the Customer shag assume any and all VaMly for any damage caused pursuant to the Installation. Service
and
upgrades for Wirt party software not suppled by SCSS are excluded from this agreement.
8. Title to the SCSS System; Proprietary Protection
A. Customer agrees that SCSS retains a security Interest Inge egtipmment unit the full purchase price Is paid.
B, Amy computer application program and/or documentation, colectivey referred to as'SOllviare', that Is provided by SCSS under His Agreement for a SWd System or a SCSS Systern, is
owned by SCSS,
its affiliates or one or its OEMs and Is protected by United Stales and Intemakinal copyright laws and International treaty provisions. Any breach of His Agreement evil automakely
terminate the
Customer s right to use Ws SolIvrare, and the Customer Is ob°'galed to krmetlaley return such Software to SCSS. Cuslonxr may not copy the Sofhvare for any reason other than per
Use iodates of airy
end user sof %vare license Agreement. Customer may not re%wse-engineer, disassemble, decompite orallempt to discover the source coda of any Software. Customer acimenMedges Vial
any breach of
INs section shat result in Irreparable inlay to SCSS for ouch Vie amount of damages vmld be unascertalnable. Therefore, SCSS may, In addtion to pursu`rg any and al remxdxs provided
bylaw,
obtain an lnJundion against Customer from any cant haYng )urisdidlos, restraining any violation of this section.
8. Tenotnatiot
A. SCSS may laminate INs Agreerne/i In"(flawly upon vxiten notice:
1. In the event Customer defaults In Via, performance of Any of the terms And conditions of this Agreement, indudng the failure to make any payment as agreed herein, in Mc h
case the balance of
At m onles due and for this unexpired term of His Agreement shall become Im nsdiatey due and payable, together vAts Interest at the minCtivim legaly alowable rate. Customer shag
also pay
attorney and/or collection fees, darned as an additional Wity-five percent (35%) of the oudsh indh9 balance Oemd, Incurred in collecting C.ustornees Acco ri; or
1. In the event SCSS's Customer Service Center, ilia telephone Ones. Wres or SCSS's equipment vAW n Customer premises are destroyed or so substantially damaged that it is cormxrcially
Impractical to continue service to Customers premises; or
11. As prodded In AttkW 2 relating to expkatiom
B. Customer may terminate the Agreement:
1. Imn"Welyupon within notice, In the event Customers premises are, by any cause beyond the control of the Customer, destroyed Of so subslanaagy damaged that it is commercially
impractical
for Customer to eonman ue any operations at such premises; provided that if the Customer Is using SCSS-•_d equ'pment, gfe Customer must pay SCSS all payments remaining to be made
under Ws Agfeertxnt through its scheduled expiralon; or
1. As prodded In Altide 2 retal" to explration and Artcle 3(A) relating to price increases.
C. Upon termination of this Agreement, Customer shall perml SCSS access to Customer's premises In orderto deactivate the telephone line slgmtng device and/or to remove Use System
pursuant to
Article B.
10. Assignment
INS Agreement is not assignable by Vie Customer except upon written consent of SCSS first being ob(e'ned. SCSS shad have the dght to assign tWs Arf eeneni, or to subcontract any
of Its obfigallonx
under this Agreement, vAVattl notice to, or consent of, lie Customer.
11. Insurance and Wahver or BUbrogallon
Customer shat obtain, and maintain, Insurance coverage to cover at losses, damage, or kv4nry, related to or sustained by Customer In connection vALh, Use services provided by SCSS.
For am losses,
damage or I*ry above lie Fails set forth In paragraph 48. Customer slat took solely to Its Insurer for recovery of Its loss and hereby waives any and all da'ns (ar such loss against
SCSS. Customer
agrees to obtain Insurance pernrittIng sold walver WOW Invaldatiog covwage. Customer does hereby for itself and other parties claiming under it release Said discharge SCSS from
and against ad dalms
ads'ng from hazards covered by Customer's Insurance, h beig expressly agreed and understood that no Insurance company or InsurervAli have any tight of subrogaPOn age'nst SCSS.
12. Soverabilily and Savings
In the event any one or more of the provisions of this Agreement shall for any reason be held lobe Invalid, void, Illegal, or ulenforceab!e by any cart, anbWator, or govamnental
agency, the remaking
provisions of this Agreement shag remain In M force and effect, and the kwatd, v0!4, Illegal, and/or unenforceaMe p(ovision(s) shall survive to the extent not so held.
tl,rn:e idymha:oi (as N 07,4I/I0151: AK f0033tO: AL FSk 1222, 121x: 1472, Gxrt2vts mty t+x Gezicd U Nztv?ma EMrACrte Se<uRi aeud d llcensra, 7955 Vaa~3M fL1., I.I:r4 ymry, tL 35118
(33n) 2,itAY.x; <Lc82: A2 ROC201975
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015919 IL 1270 01274; KY 3.%3 LA
FI162; FS/5; F1277: UA 7120C. ND 107.1629. Ul SIOL% W41205772. LN TS01213 MS 19201,V31: 1+!724172: PIT FFL-L'EWOW, HC 2d0558P.FALV, 216SCSA Nam Syskens L]1h 4trr) Ed, 4`AI Gtstroed
Ave, Ste 20. R2tdgii, KC
27612 (919)7x35320: Nd 1074115.659423; 370t04011201 NM 374551: HV FAD% F491; (011024; 0071001: BY 12000N3159, LkmttJ try HYS Bell or Stare: ON 53,04512; OX 653 OR 161577: PA 032117:
Ill 9148k TSC AM: SC
FAC5337; 9AM1451: TN Ilf4, 1540. 144k 16!0. 1445; CE4) 65524 . YX ACR209; ECRI621; P,02140. UT 570i0F.S6501. VA 2105407235A, ti-5191: VIA STRILCS92;07- VN 045293: Y.1 t-V,322.
Vrr LV-0.23a79REV (2d1507O5) G-
0064)329
Page 5 cis
STANLEY STANLEY Convergent Security Solutions, Inc.
Security
13. TilalbyJury
Unless proNbited by law. both parties to Ws Agreement, krlca/rtgty, voluntarily and inlengena'iy w iva an/ right they may love to a trial by fury In respect of any f tlga6on artsrg
out of, under, In
connection vAth, or relating to this Agreement.
14. Choice of Law
This Agreement Is entered into in Ole Slate of New York and shall be interpreted. enforced "governed under live laws of Oo State of New York vtlhout regard to appecalion of conflicts
of laves pdndort3
that vcwld require Ore app5calion of any other fav7.
16. Entire Agreement
it Is agreed to and understood by the parries Olal Ws Agreement, including the provist.ons ofAalicle 4 and on Ole attached SchadWri, tonsOlutes the an9re Agreement baMeen the pafgas,
and supersedes
and replaces all other prior w0erslardings or agreements, vhather oral u vAllen, relating to the premises covered by this Agreement. This Agreement may not be changed, modified
or varied except in
usiOng, signed by an audhodzed reprosertiativa of SCSS. It is understood and agreed by and between the par0es hereto, that the tsims and (ondtions of Ws Agreement shall govern noh'Alhstandulg
art/
arid-dlonal or ineonslslent terms orcondiltons contained In any purchase order wotherdocu ent submitted by Customer. Th's Agreement shah not becacne binding on SCSS unit aooroved
and accepted
6v SCSS or SCSS begins D1e Insla6ation or services as croMed below. Customer hereby ackw. ledges that he/she has read this entire Agreement and agrees to be bound by all Its terms
and
conditions.
Lf.%eaas M'a~na=cn (at d O7AI4013): N( 1001Y/A AL LLd, I3II, ti7d: f 1)I, Ccr{!±'rit msy to dreded to /I rlxn~ Ftedrats S¢ttfy Nand N Ucensve, 79!4 Vryn RS, I.krgxnrry. AL 38116 EJlt)
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LCOS-311: ACOM5, Arm 0W I,3111
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R (270]1374: KY 33a: LA
F1162; F676; F1277: NA 71M, VO 107.1823- )J16103 O3; 3611205772: 1,1111SO1233 LIS 19107-M Ism uz.. Nr rPL-DEL400132: RC 2%SSSP.FA1LV, 2USCSA AU" S usrss tkent'n1 Dd, 4501 Glen,:
M Ave, Ste 203, Rtldy.In
27612 (9151733-532,1 III 1074485; 6S9Q1 348F000172CO II3J 374SS4: IIV NIA; F401; (471024; Ca7iOOl: tfY I10W29)INJ, Lk~sad Ly INS Daf< on ~a!e OH 63b¢1612. OK 953: OR 161LS7: PA
012733. m 9N8)q TSC 454i: SC
FACJ337; O1C5,101 TN M. 1540, 1443; 16`Q 1444; CE-0 65523 1F% ACR2d39. ECRI82I; E02I40. Ur 6704(236!01 VA 270"1723&41 11.5481: Y7A STAI.T.CS32lJZ: 1.44 443293: P.10O9]it \'N LY-0-t3319REV
(441507,00) 0-
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Page 6 N t
STANLEY STANLEY Convergent Security Solutions, Inc.
Security
STANLEY • - • • Cust6fiier: •A KNOLL GOLF COUF7
Security Ropresent five all) Cuslor(31gnj -
Security Represel alive (Print) customer (Print)
/ Vet (,t
Title
/AA P VED AS TO FORM
STANLEY Autho 'sod rdanagor (Sign)
1 ~ - G Ashland Asst. ity ttorney
STANLEY Authorized 1'danagar (Print) Dat
Not Binding on SCSS without either Authorized Management Approval Signature or SCSS Begins the Installation or Services.
• •
PO Required by customer: ❑ {{_es_s1gner2_1n1t1a1s}}
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42£82-AZ ROGM975
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KY 338: LA
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032723: III 6143A; TSC 4SN: SC
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(2015.02.03) O-
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Pag.7d8
STANLEY STANLEY Convergent Security Solutions, Inc.
Security
Street Address:
City
State/Providence
Country
Zip/Postal Code
At toIIWOl -
Billing Contact
Billing Phone
BIIIIng ID
Special Handling N N N
Required
Notes for Special
Handling
PO ff
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ACM55, Nnin CoYpe Y
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01533). IL 12 7 03 1 2 74: KY 333 LA
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G!zn oM Ave, Ste 20, R£tl)h. I:0
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OK 951 OR 161:67: PA 0]273): g19448A: iSG 1545: SC
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(N1507.CK) 0-
005435'6
Page 8 eJ e
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 a consecutive term of two years,
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.
CONTRACTOR: i CT X OF ASHLAND:
BY BY
Its Date Department Head
DATE G 15
i
Purchase Order #
Acct. No.:
3 Y RTC
~s Ashla sits t. CityAttorrmy
1- CITY OF ASHLAND, ADDENDUM TO CONVERGENT SECURITY SOLUTIONS AGREEMENT
STANLEY STANLEY Convergent Security Solutions, Inc.
Security
Schedule of Service and Protection
(Equipment & Services)
STANLEY CONVERGENT SECURITY SOLUTIONS, INC. ('SCSS) AGREES ON THIS TTM•DAY OF JULY, 2015, TO PROVIDE THE SERVICES DESCRIBED BELO`A7 FOR OAK KNOLL GOLF COURSE
AT 3070 HWY 88, ASHLAND, OR 07620. ALL WORKwiLL BE DONE IN ACCORDANCE WITH THE TERMS SET FORTH In THE AGREEMENT BETWEEN THE PARTIES. IF SUCH AGREEMENT IS NOT
IN EFFECT, THE WORK WILL BE DONE PI ACCORDANCE WITH SCSS'S STANDARD TERMS AND CONDITKXIS WHICH CAN BE FOUND AT HTTPJ WNN.STNJLEYCSS.CO).VLEGAL,t1TML
Solution: OAK KNOLL GOLF COURSE - AGREEMENT RENEWAL
Quote: Q-00643666
Investment Type: Customer Owned
Fire ❑ Intercom ❑
Video ❑ Commander ❑
Access ❑ Integrated Solution ❑
Access - Sonliroi ❑ Integrated Solution - Sonitroi ❑
intrusion - Traditional ❑ Time & Attendance ❑
Intrusion -Audio Q Other ❑
• 3
D , .
1 ADVANTAGE PLUS PANEL.
1 LCD KEYPAD
0 DOOR CONTACTS
9 AUDIO SENSORS
1 WIRELESS RECEIVER
• 1: a C • •
P
X mySonitroi Standard (online support & basic account maintenance)
Standard mySonitrolmet provides real time ability to view system & user status, assign
user access levels, edit contact info and view call list information, contact the
Monitoring Center and generate standard reports( in Excel, Access or PDF formats).
Reports can be scheduled to run automatically on a dally, weekly or monthly basis.
Intrusion alarm users can be added or deleted and alarm (intrusion & fire) dispatch
activity can be viewed, Limited access and usage.
1 Sonitrol Audio Sonilroi Audio Verification technology is audio impact activated. When an alarm is
Intrusion Monitoring triggered, an audio transmission is automatically received by Stanley s PNC and the
Audio Monitoring Specialist will immediately notify the police department when a break-
in has been identified. This service includes 24-hour auto dialer test, open/close
tracking, 1 area of protection and 1-500 toll-free sl nai transmission.
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072730: RI 1443k TSC 4590 SC
FAC3337; 0AC5501: TN 1180; 1519; 1 f4k IWO, 140; CE-0 65523: T% AM M. ECR1621; 002140. UT 67010.'86`101: VA 2705937235.1 11.5181. WA SIANLO 1592: M 015293: LN C39J22 %T( LV-0.23479REV
(201407.05) 0-
000135!5
Pa;eid•
STANLEY STANLEY Convergent Security Solutions, Inc.
Security
E
schedule required)
4 1 Open / Close Signal (no 01C
Tracking On an intrusion alami, a programmed feature that transmits a signal to PNC when the
system Is armed/disarmed. PNC automatically logs the time & user number for each
arm and disarm, but takes no action since there is no open/close schedule. The
customer has the responsibility of managing PIN's (passcode, passcard & user
number).
X Open -/close Reports (e-mailed or faxed weekly, must subscribe to O/C Signal Supervision or Tracking)
Automatically generated open and close reports e-mailed or faxed on a weekly basis.
The service provides the date and time of event, user number and system address.
The report contains Opens, Closes, Schedule Changes, Alarms, Bypass & Restore
activity. This report service is Included in Premium & Premium Plus eDataManager
see page 11).
• o
o
611. 1
The term or this Schedule is for a period or 24 Months (2 Years) from the date hereof and shall Total Installation Price':
thereafter renew as set forth In the Agreement.
Up•fronl Deposit':
Transaction infomlation: Renewal Progress PaynTenls':
Warranty Duration: 00 Days
Escalation Information: 3% after 36 Months (3 Years) Balance Due Upon
Completion':
Customer agrees that SCSS retains a security interest In the equipment until the full purchase price Monthly Sorvice Charges
Is pant. Total Monflify Fee': $107.87
'Pdces do not include (axes' Payment Frequency: Match Existing Frequency
i
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ml covpj y
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IL 127001274: KY 333 LA
F 1182; F67S; F12M IIA 71240: MO 107.1625. 1115101305, 3601 M4722. LUI 7501233. 613 19207-SC: 1502417E MT FFY.-OEL-Ct4132. RC 25055-VkFAIM, 2151 CS k firm &pA1 Lice.W 2 Od, 4,131
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PA 032713 RI 4146.A; TSC 4936. SC
FAC3137; DAGSSOI: Tn 1180, ISIO; 1443, WO,, 0345; CE4) 6SS23 T% ACH2u39; L.Ca1611; 001140 UT &TOMWOV VA 2705{43713S\ 11.5451: VIA STnSCS92SV1- W O0291 151 L+.9322 SY/ LV43.2 ISREV
(NIS 07.01) 0.
OhMWA
Par- 2 d 4
STANLEY STANLEY Convergent Security Solutions, Inc.
security
Installation and Service Agreement No. Q-00643556
is7' ".VA
This Agreement Is made and entered into lids 7drday of July 2015 between STANLEY Convergent Security So!u Ions, Inc, With its principal office located at 55 Shuman Blvd, Napervile,
lsinois 60563,
hereinafter referred to as'SCSS' and OAK KNOLL GOLF COURSE, hereinafter referred to as'CDalomer'.
1. SystarnandSonice
SCSS Oft sell and Instal, provde warranty and after-warranty fepaY service. andfor provide mo9tridna and other senices for ft security systems pnclMdually or cNectivey Ilia 'Syslem'or
'Sold System') as descrbed on the atlach7d Sdtedule of Eghdpment and Services (Dse'Schechea.7
n SCSS w01Insiad, provide repair service and provide monitoring and the other services for the security systems (vi ividualy or co.'lecively the `Syslefnl or'SCSS System) described
on the
atached Schedule. A SCSS System remains Ule sole and exclusive propertyof SCSS.
The System vM9 be Irssla Jed at the premises of Use Customer located al: 3070 HWY 66, ASHLAND, OR 07620
Customer ogrees Thal it has chosen this 6yslem and understands that addlional or differentprotection Is available for a ISgher price.
2. Term, Renewal and Expiration
A Tills Agreement is effective as of the execution date of this Agreement and for use or the System and services shall have an Initial term of 24 Months (2 Years) from the dale
the System first becomes
operative under this Agreement, and thereafter sal be automatically renewed for coaseclriv'e terms of twelva (12) months, except vAiere pokbTed by appscatye law in vvfNth case
this Agreement vAN
renew from month to month, unless either party gives vatllen notice at least sixty (60) days prior to Die end of suclh term, to the other of intent to allow lime Agreement to expire
as of the end or the then,
wifenttern.
3. Payment and Scope (prices do not Include any applicable state and local sales or use tax):
A. payment -Custolrver agrees 10 pay SCSS: -
1, for Via price of a Sold Systemm and the Installation of the System
a. $0.00 upon slgring of this Agreernenl.
It. Progress payonnlsas folo7rs:
a $0.00 upon oompletlon of the Installation
1. $107.67 for services per moth, as described in die Schedule of Senice and Protection, payable O monthly O quarlely O sent!-annually or O annusly, in advance com anncilg from
the first
(1st) day of the month foltovAng Use date De system becomes operative. Customer also agrees to pay Interim charges In rile amount of approximately 1130dh of the monthly charges for
each day
from and Including the dale the, system becomes operative until the lust (1st) of the Wou4ng month.
H. SCSS may at any Ilmal fol!ovArg the expiraton of 36 Months (3 Years) of this Agreement. Increase Die monuhly charge specified In 3,kg. once in any 36 Months (3 Years) period.
II SCSS
Increases the basic monthly charge In any year by an amount greater Dian 3% percent, Customer may lerninate ft Agreement upon velten notice to SCSS within fifteen (16) days of notification
of such increase.
B. Semites
1. SCSS vAll provide the services spedW on ft attached Schadde. For a Sold System, at De expiration of the limited warranty, repair service vile be on a time and material basis
unless Customer
subscribes to a service plan described on the Schedule. Repair sepAces for a SCSS System are described on the Schedule.
4. Llquidaod Damages and SCSS's Limits of Liability
A It Is understood and agreed try the parties hereto that SCSS Is providing a System and/or sere ce de j
signed to reduce the risk of bus orey that Uha payments provided for herein are based aakly on Ue I
value of (Muse of the System and/or services as described herein and are unrelated to Ole value of any properly located on Cuslomer's premises; that SCSS Is not liable for losses
vhklm trey occur in
cases d. maluncEon or nonftaxtion of any System proV.ded by, or serviced by, SCSS, that SCSS Is not fable for losses vMdcls may occur In tlme monitoring, rapaWrg, signal handing
or dispalciv'rg S
aspeds of the service, even If due to SCSS's negligence or Ulure of performance; that SCSS is not liable for losses resutling front fa'kre to wen M Inadequate va'Nng; that SCSS
is not en insurer, and
Out Insurance my ing personal It*", property loss, damage to and on Customers premses must be obtained ardlor m9ii lained by Customer. Cuslomerunderslands that 11 Is Customers
duty to
purdase such Insurance; that SCSS offers several levels of prolecaon and senices and that the System andW service descd bed In Die Schhed to of Service and Protection has been
chosen by
Customer aftercons?dering and balancing the levels o(praecdon allotted by various systern s and the related costs.
B. IT IS AGREED THAT IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES WHICH MAY ARISE IN SITUATIONS WHERE THERE MAYBE A FAILURE OF THE SYSTEM
ANDA(M SERVICES PROVIDED, DUE TO THE UNCERTAIN NATURE OF POTENTIAL DAMAGES ANWOR VALUE OF CUSTOMER'S PROPERTY OR TILE 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 AVERTJNCLUDING LOSS, DAMAGE, OR INABILITY TO OR IMPAIRMENT OF ACCESS TO CUST0.11ER-S DATA INABILITY OF SCSS TO GUARANTEE POLICE, FIRE
DEPARTMENT AND MEDICAL ALERT RESPONSE TIME, AND ESTABLISHING ACAUSAL CONNECTION BETWEEN THE SYSTEM OR SERVICE PROBLEMS AND CUSTOLIER'S POSSIBLE
LOSS OR INURIES TO THIRD PARTIES. 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 A14 AMOUNT EQUAL TO THE
ANNUAL SERVICE CHARGE OR SI0.0A WHICHEVER IS LESS. OF THERE IS I10ANNUAL SERVICE CHARGE, SCSS-S LIABILITY SHALL BE LIMITED TO $500). THIS SUM SHALL BE PAID
AND RECEIVED EITHER (1) AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, OR (o) AS A LIMITATION OF LIABILITY APPROVED AND AGREED UPON BY THE PARTIES. THE PAYMENT
OF THIS AMOUNT SHALL BE SCSSS SOLE AND EXCLUSIVE LIABILITY REGARDLESS OF WHETHER LOSS OR DAMAGE 13 CAUSED BY THE PERFORMANCE OR NONPERFORVAtCE OF
OBLIGATIONS UNDER THIS CONTRACT OR BY NEGLIGENCE, ACTIVE OR OTHERWISE, OF SCSS, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES. 140 SUIT OR 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
LIABILITY LIMITATION OR LIQUIDATED DAMAGES AS PROVIDED ABOVE, CUSTOMER ),LAY OBTAIN FROM SCSS AN ADDITIONAL AMOUNT OF LIMITED LW5ILRYOR LIQUIDATED
DAMAGES BY PAY114G AN ADDITIONAL MONTHLY SERVICE CHARGE TO SCS, SUBJECT TO WRITTEN APPROVAL BY All AUTHORIZED SCSS REPRESENTATIVE SETTING FORTH SAID
TERMS. THIS CLAUSE WILL DN NO WAY BE INTERPRETED TO ESTABLISH SGSS AS Al INSURER.
C. SINCE THE PARTIES AGREE THAT CUSTOMER RETANS THE SOLE RESPONSIBILITY FOR THE LIFE Alto SAFETY OF ALL PERSONS IN ITS PREMISES, AND FOR PROTECTING AGAINST
LOSSES TO HISMER OWN PROPERTY OR THE PROPERTY OF OTHERS IN ITS PREMISES, CUSTOMER AGREES TO RIDEMNIFY AND SAVE HARMLESS SCSS, ITS EMPLOYEES, AGENTS,
AND REPRESENTATIVES FROM AND AGAINST ALL CLAIMS, LAWSUITS AND LOSSES, BY PERSONS BIOTA 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 NONPERFORLWICE BY SCSS OF
ANY SERVICE, INCLUDING BUT NOT LIMITED TO INSTALLATION, MONITORING, SIGNAL-HANDLING OR NOTIFICATION ASPECTS OF THE SERVICE.
D. With respect to SCSS ovned systems, CUSTOMER EXPRESSLY WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A CUSTOMER UNDER ARTICLE 2A OF THE UNIFORM
COMMERCIAL CODE AND ANY RIGHTS NOW OR HEREAFTER CONFERRED UPON A CUSTOMER BY STATUTE OR OTHERWISE THAT MAY LIMIT OR IMODIFYSCSSS RIGHTS AS
DESCRIBED IN THIS SECTION OR OTHER SECTIONS OF THIS AGREEMENT OR APPLICABLE SCHEDULE.
E. Paragraphs A through D of This ArDdo 4 shat apply to airy other corrpany or err ty, and the vwk 11 performs, which, In addition to SCSS, furnishes as a subcontractor or oDlervAse,
any equlprnenl
Instalar,on, monllodrg, repairs or other senic as provided hereunder.
F. LIMITED WARRANTY. )SOLD SYSTEM ONLY)
SCSS warrants that the egmlpm nil YAi be free from defects In material and vmIxi nshIp ("a period of 00 Days from the date the security system Is placed into operation irdtrIng
Uts warrantypedod,
any of the equipment or parts are defective or malfundion, they %%U be repaired or replaced, at SCSS's sae option, free of charge. Warranty reps Is done 8 am-4 pm Monday through
Friday, excluding g
hordays. This warranty wll not apply if Die damage or malkxxgon occurs because Via system has been ad)usled, added to, attered, abused, misused o (tampered Will by the Customer,
operated or
Lks-,me UmLi m (as d 07a)1f2015): AK 10)1300. ALL 08,1322.121a; 1472, Colpf*ls m ay ti Crsded W Aki, a EI-cone Se w:y Goad d LJ:anase, 7,30 Vraf n Ri, M.x7.;oihrry, AL 31116 (337)
234.93:3; 4c02, At ROC204915;
AR 0319770516; Cl. §`Y.0)01911. Rzryis'+d U/ 1#1rn s Ed d PMa!s E e752rXts IM Priwa S:MIry ftneks. e 1 5100 Pot" F17ra tar, tk 4 Rock AR 72207 (501) 618 f6M: CA 64019 - C 10,
C24; LCO5911: f.CMSS, Harm carp7ry
epuat<4s ua its-n7e'1 er,I mg-J&4 by Cu Bureau C4 SecuSry 8 iwas;JIwa &nscu. Dq4 d Cormxnr A7r}s, Szur &rto, CA 95414: DE 04.158: FAL-MI: FL EFM112-,. OA 439701 IA AC-211:10
01 SUI IL 127101274: KY 331: LA
F 1 t61; 1`615; F1277: NA 712SC; IJO 107.1823 NI Slow,; 2':01205712: 8171 leolitat Ms 19m,-G; 1S01417t M7 FPL.DEL-01132: RC 250WSP--FALV, 2165CSq Ham Sestinas tk-ertnl M, 4501
Ot mx<d Are, Ste 203. Reja h. NC
27612 (9191783-SJ2e. 14) 1074435; 659423, 3401`00017200: IIU 374551: IN 1`40. F401; 4371024; MUM L' NY 12000293169, Llanstd b7 IIYS D:FA chi Stye: 011 8183.1612: OX 953 OR 1611-57:
PA 032)M. N e44M TSC A% ,a; SC
FAC1137; D.ACSSD: TR I1t?, 1510; 1473: 16% I44-5: CC-065524 TX ArR2631 ECR 1820 002140. UT 570:0. r61: VA 270 tW135A, H-6731: WA STHAC592S1J2: VN 045141: iVI 0-)321 WI IN-G-23.379
REV (201507.06) O-
Wili5
Page 3 d a
STANLEY STANLEY Convergent Security Solutions, Inc.
Security
used contrary to the operagng Inskuc ions, sofhriare has been used with an operatir* system other han that spec;fed by SCSS or Its original equlprrent manufacturer ('OEM'), performance
Issues
refaGng to the use of Customer's data nelv4rk(s), fic ar fsxluations, or any other cause not within the cause or control of SCSS_ If Inspection by SCSS lals to disclose any defect
covered by his
anted eguiprnt warranty, Ate equipment w(I be repaired or replaced at Customer3 expense and SCSS's regular send a charges Will apply. ,
DISCLAIMER OF ALL OTHER WARRANTIES: EXCEPT FOR THE FOREGORIG LIMITED EQUIPMENT WARRANTY DESCRIBED ABOVE,SCSS MAKES NO OTHER WARRANTIES, EXPRESS
OR IMPLIED, tICLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE SYSTEM OR SERVICE SUPPLIED MAY NOT BE 00I.-PROMISED,
OR THAT THE SYSTEM OR SERVICE WILL 114 ALL CASES PROVIDE THE PROTECTION FOR WHICH N IS RTENDED. IN 110 EVENT, WILL SCSS, ITS EMPLOYEES, OR AGENTS OR
REPRESENTATIVES BE RESPONSIBLE FOR CONSEQUENTIAL, SPECIAL OR RICtDENTAL DAAAGES OF ANY tIATURE WHATSOEVER. SCSS MAKES NO WARRANTIES CONCERNING ANY
EQUIPMENT OR DEVICES ATTACHED TO CUSTOMER'S SYSTEUA UNLESS SUCK EOUIPMENT OR DEVICES WERE ORIGINALLY PURCHASED AND INSTALLED UNDER THIS AGREEMENT.
STATE LAW: SOME STATES DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR A LIMITATION OY THE DURATION OF IMPLIED
WARRANTIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY 1407 APPLY TO CUSTOMER. THE WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS AND CUSTOMER fAAY
ALSO HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE.
6. MiscollaneousCharges and increaseIn Charges
A. Customer shall pay any City, Stale or Federal taxes, fees or charges wh'ch two le"sed upon the equnpmenl, the Installation thereof or performance of the services provided for
herein, Incfudng any
Increases in charges to SCSS for facilities requ'red for tiansmssfon of stgnals under tls Agreement.
0. Al SCSS's option, a fee may be charged for any to" alarm caused by Customer or for any unnecessary see/to run. If either SCSS or Customer Is assessed any Ina or penalty by any
municipality, fire
or po9ce protecto district as a result of any false alarm Customer shag pay the fug amount of such fine or peeahy.
C. Charges for tog free telephone usage, If selected by Customer, are Included In the payment described M paragraph 3(A). SCSS may imm id'alely Increase Its monthly charges to reflect
any increase In
charges for log free service. Cuslomar shag pay any other Wephone coirimany 105 Ina charges, lndudng Installation.
D. Installation charges set forth In Article 3 assume InslaPaNon vvl be performed during SCSS's normal vMkita hours and using its oral personnel. It Customer requests the insiatason
or anypart thereof
to be perfumed outside ordinary business hours, or if the installation must be perfanmed by ouls!de contractors, or SCSS's wage rates do not apply as a result of preva-Fng wage
rertUremerts, or
of amfse, tan the instalation charge v1t be adjusted accordingly.
E. If any govainment agency requires any charges in the system originally Instated, Customer agrees to pay for such changes. It Is Customer's responsibility to ob!aln all alarm use
panrits required by tfe
local (urisdilion.
F. The prices quoted for the alarm system are based upon Vie number of corpaanls, type of secuity and service specified in the Schedule. Slhot7'.d Customer request or tequ(re addOonal
pro!eclion,
security deVices orsenttes. this may affect the final contact price. Cost assoctaled Wilt conditions not apparent at SCSS-s kltal survey and for delays other than caused by SCSS
%,A be borne by
Cuslonw at SCSS's then current rates.
G. SCSS shall charge Interest at the rate of 1 WA per month, or the maximum permilled by law, on any delinquent balance. A balance becomes delinquent thirty (30) days after payment
is duo under
Article 3. SC-SS; may also, upon written notice to Customer, stop providing morltorirg and maintenance services If Customer is derrxiyant on any payment. SCSS may charge $25.00
for any NSF check
or the maximum permitted by law.
6. Funhor Obligations of Customer
A. Customer shat not lamper with, alter, od usl, add to, disturb, We. move, remove, Interconnect with other equipment or othemise Interfere vith equipment Instated by SCSS, not gat
Customer permit
the sane to be done by others. R is fuller agreed that Customer (ndennifes and holds SCSS harmless for any claim arising out of the foregoing and that it any wok Is required to
be performed by
SCSS, due to Customers breach of the foregoing obdgafons, Customer Will pay SCSS for such work In accordance with SCSS's Ilienturenl prevAi g charges.
B. For those premises where SCSS is to preside monitoring, Customer that furnish SOBS a list of the fames. Elles, telephone numbers and signatures of so persons authorized to enter
he Premises of
Cuslonerdutirg scheduled nosed periods and shall be responsible for updating such lists. In cases of supervised service, Cuslomershail also furnish SCSS wih on authorized daily
and holiday
openrhg and closing schedule.
C. Customer that gel the alarm system at such times as Customer shall close Its premises. Customer shag test to alarm system prior to each closed period and that knnhediately repoA
to SCSS any
daimed Inadequacy In or fa!lue of the system Customer shag peclorm a perodic walk test of any notion detection egnipmeni used on the premises.
D. Customer shat permit SCSS access to he premises forany reason arising out of or in connection with SCSS's rights or obilgalions under this Agreement.
E. Should any part of the system be damaged by fire, water, l!ghi ing, acts of God, third parties or any cause beyond the control of SCSS, any reous or replacement shat be paid
for by Customer (urinary,
wear and tear excepted in the case of a SCSS o+mied system.)
F. Any claim by Customer of Improper installation or e detect in the system shag be made in waiting to SCSS Wtln "1 (30) days of Installation completion. Such obBgagon shag not
waive Cusiomef s
warranty rights under Article 4F., United Warranty.
G. Customer represents and vrarrants hat Customer Is he owner of he premises or. If not that the caner agrees and consents to the Installation of the system on the premises. Customer
shag Indemnify
and hold SCSS larniess from any losses or damages, Inckldng attorney fees, resulting from breach of such representation and vlaifanty, or front SCSS's Inab'.fy to recover system
components when
Customer moves out of to premises.
H. For those premises where SCSS Is to provide central station aprgnlder supervisory and wager Dow alarm or automatic Ere alarm serKce. Customer warrants and agrees that a7 alarm
vahes, gale valves,
pumps, compressors. Inspector test connections, or dher etenerl4 of he sprinkler system as raw Instated or to be Instated, are, or wl be, corrected at Cusloniei s expense so as
to be acceptable to
he insurance and other authorities having Judsdlctionvden equipped w 0h SCSS's signaling devices. Customer further agrees to furnish any necessarywater through Customers meter
and at
Customer's expense, to place hoods over any open forges or Ices, and to pipe all boiler Mom-offs and steam exhaust outside the prerlises to be protected.
1. It is inutually agreed Vol he Customer assumes fuT responsbbiyfor gee operation of any and all bypass or svdtch units provided for disconnecting or reconned-no the alarm sounding
sndfor Iansmlgng
equipmrit at Customers premises.
J. Customer represents gal, except to the extent It has given SCSS witten notice prior to the execution of this Agreement, (ithe work andle(services to be performed lareuder we
not subject to any
Federal, State or local prevalSng wage statute or regulations, and (e) to The best of its kwiAedge there is no asbestos or presumed asbestos-coraSnIng material, lonmaldehyfe or
of erpoter>ially toxic"
hazardous material conla!ned wADYn, or In, on or under any portion of any area v,bere work 01 be performed under gis Agreement. I(such materials (Welher or not disclosed by Customer)
are
discovered and such materials provide an unsafe or uhlawtul cond:fuh, such discovery shal consfitula a cause beyond SCSS's reasonab% control and SCSS shag not start or cuhenue
to perform Its
vokunder the contract until Customer has remedied the unsafe or uniaw(U cadition at Customer's sole expense. Customer that Indemnify and hold SCSS and Its assigns harmless from
and against
any and at claims, costs and wpenses of any kind (IncMing attorney's fees) for lines, penalties, backwages, bodylnjuy, property damage, delayer vxrk stoppage Dial adses uderor
results from a
breach of the foregoing representations (regard;ess olvvihelhe(or not Cuslomerdlsdosed such materials to SCSS).
K Customer agrees that SCSS nay conduct a credit investigation and review. In such evert, Customer shag provide, In a limey manner, such financial In!anation as SCSS may request.
Customer
represents and warrants that at such financial Inl)(malion accurately and completely presents Custoner's financial conddon as of the date of execution of this Agreement.
L. Customer hereby outiodzes SCSS to execute and Ate financing statements andfor continuation statements tWer the Uniform Commercial Cade on Customer's behalf and to the such docwtrds
In all
places vviaro necessary to perfect SOWS Interest In the equipment. Cuslomeragrees loexecule "such instruments as SCSS may request from tine to time.
7. Further Obligations of SCSS; Limitations i
A. SCSS shall not be held responsible or liaVe for delay In Installation of tie system or Interruption of service, due to strikes, lockouts, tots, goods, fires, rgNrirg. acts of
God or any cause beyond the
cofrol of SCSS, kidhd-ng IrAem)ptions In telephone sW,oe. SCSS vAI not be required to perform Installation or supply service to Customer wile any such cause shot conrnue.
B. If Customer has subscribed to monitoring service, ge System v/31 be connected to SCSS's montoring fadlly (the'CenteO. Unless spedtca9y requested ognenvlse by the Customer and
approved by
SCSS's Center, wien a burglar alarm signal from to alarm system Is received, tie Center WJ first try to telephone Custornar's premises, and H there Is no answer Alan 0.1 try to
telephone De fast
available person on Custoriara emergency cal Dst, to vad", ether or not an emergency corAlkin requiring poke response exists. If there Is no answer to both of these cals or the
person n»ntacted
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11,11144M 75C AOM: SC
FAG1131; BACM1101' III 11 W, ISiq 1443; 16J3 1443; CE-) 65528 TX Ar,R2"X ECRIa21; 061140. UT SMOi36(01: VA 2705N7235A. 11.5431- %VA STAI4LC59ZSV1 VN C45293: W £ JN21Y. LYY LV-G-23479REV
(2NI50103) 0-
L464.iS A
Pago 4 d a
STAKLEY STANLEY Convergent Security Solutions, inc.
security
hmdoeles that an emergency exists, 00 Confer Wt alleapl to notify Ole W.ce deparuruM. Ilia Cen!er vAa also attempt to contact someone ar die emergency can Psi to advise them that
Ilse poke have
be on ro5fed. Wien a Ire alarm flow-up alarm or duress alarm signal is received, file Center Wit Allenpt to notify the police a( fie department or other emergency personal and
lie fist ovalable
person on the emergency call IsL When a nomemergency signal is received, the Center v.1 attempt too conlacl tie premises or Ilia irsl avalaGeperson on the emergency cat Psi bui
1+11 not notify
energency aulsorit0s. The Cenlerm3y, choose not to notiyemergency personnel fill has reason to be'ieve that an emergency concEton does not exist. SCSS and Customer are obigated
to comply
vAth all notification and response requrements Imposed by governmental agendas halting )udsdKtion over the system SCSS reserves the dght to discontinue or change any padcular response
service
due to such governmental orinsuraMa requirements Walout nice. Customer oonsents to tho laps ant video recording of le!ephonk and VAeo com4r4xn!cations botmen Custom es prendses
and
SCSS, and wit inform its employees and Itdrd parties that such recordrgs are authorized. If Customer's poke or ire department rol'r or in the future requires physical or visual
verification of on
emergency condition before responding to a request for assistance, Customer agrees to subscribe to such serAco It prodded by SCSS, or oOeMdse comply Will such requrements, and
an additional
fee may apply for such sen Ices.
C. If video equipment is instaled, it maybe Integrated into the system and, upon activation, vAll send a video transmission to the Center. The Cenler v r9 first attempt to verify
the nature of the emergency
by vl9%%'vg the video, H& Center determines that an emergency condtion exists, it WE by to first telephone the premises, ftavalaU'e, and report the emergency corAtion. If there
is no answer or tso
person answering conTnms the emergency condition, then, based upon the nature of the emergency condition, the CentervAi notify this proper po@co or fro department or other emergency
persorml,
and the next available person on the enwitency call l st. If the Center Mainlines that an emergency condition does not exist or the video is Inconclusive, the Center v.1 use Ilia
netiftatton procedures
set forth in paragraph 713 above.
D. Customer understands that, It the system Installed IS moratored, due to the nature of the method used for comimunicalirg alarm signals to SCSS's monitoring center, there may be
lines Olen that
co mlitnication method Is not able to transmit signals and SCSS vAli not receive alarm signals. Digital commt3M1calom use standard telephone lines and SCSS does not receive signals
Wien tie
telephone system becomes nonoperational or the telephone [no Is placed on vacation status, cut. Interfered vAth orottemdse damaged. There vAl be limes vAlan arty radio frequency
method, such as
coFular, pubic, or private radio systems or Internet based service, cannot tiansrt an alarm stgnal due to lack of signal strength, netv"k congestion, or ova lability of a cormun)cal:ons
channel.
Siailaiy, any other "of co msr9ealon method instaled under this Agreement also can experierke an Inabiily to co municale alarm signals. Customer understands Dial SCSS offers several
levels
of communication methods of alarm signals to the monitoring center and that the Semites described on the front page of this Agreement and on the Schedule of Service and Protection
have been
chosen by Customer aftercomWerirg and ba!ariW)g the levels of protection afforded by various communication methods and the related costs. Customer acknolAedges and agrees that
Customer is
solely fespoObta for the selection of the type of communication r7etted and Mother the ub-Szation of more than one cormamlcation method Is required. Communications nehvwks prodded
by
Independent carders or proiders are w(nOty beyond SCSS's control and are maintained and serviced, solely by Ile applicable carder o(provider. Customer agrees to reknbuse SCSS for
any costs
Incurred to reprogram the communicator because of area code changes or other daFrg pattern changes, if telephone service is used, Die use of DSL or other broadband telephone serv.te
may prevent
Die system from transmitting alarm signals to the mon'todng center and/or interfere with the telephone L'ne-selzure feature of the system Such services shotid be Insl0ed on a telephone
number that is
Mused for alarm S!gnat transmission. Customer agrees to natty SCSS If Customer has Installed orintends to inslaff DSL of ewer broadhand service. MAEDIATELY AFTER THE INSTALLATION
OF
DSL OR OTHER OROADBMID SERVICE, THE SYSTEMS SIGNAL TRANSMISSIM IAUST 13E TESTED WITH THE 1AOhiiTORI2IG CEUTER.
E. For those premses Will a direct connection to the police, fire department or other agency. It 13 mutually understood and agreed that shgnats transmitted hereunder WAI be monitored
In police andW fie
departments or other agencies, and that file personnel of such police andfor bra departments or other agendas are not SCSS's agents nor does SCSS assume any responsiblity for the
manner In wNch
such signals are monitored or the response, if arty, to such signals.
F. SCSS shall hot be responsible far the repfaccmenl of equipment or parts no longer cemmerdo ly ava9ab% to SCSS.
0. It an Access Control prevenlaWa l laintenance orSonviare Support option is selected by Customer, SCSS W41 pro-Ado and Instal softvrare upgrades as toy becorna commercially available,
durino
ram>31 SCSS Wwking hours. Software upgrades that do not affed Vie Customer's ulnfenl operatons, as solely determined by SCSS and Die OEI.1, v,41 not be installed by SCSS. In the
event the
Customer elects to have someone other than SCSS install the soMsre upgrade, the Customer shall assume any and all liability for any damage caused pusuant to the Inslatatiom. Service
and
upgrades for third party 3olw9re riot suppled try SCSS are excluded from this agreement.
0. Title to the SCSS System; Proprietary Protection
A. Customer agrees Dial SCSS retains a security interest In lie equipment mnt4 the fun purchase price Is paid.
0. Any computer application program and/or documentation. c04eclively referred to as'Software',1hat is provided by SCSS under His Agreement for a Sold System or a SCSS System, Is
ovaied by SCSS.
Its affiliates or one of its OEAIS and Is protected by United Stales and international copyright taws and international treaty provisions, Any breach of die Agreement cool all
tomalicaFj terminate the
Custonnes right to use Dols Selwafe, and the Customer Is obligated to Immediately return such SOlviare to SCSS. Customer may not copy the Software for any reason other than per
the deletes of any
end user software license agreement. Customer may not reverse-eng'.neer, disassemble, deeomplle or attempt to discover the source code of any Sonw•are. Customer acknow(odges gist
any breach of
INS section shall result In irreparable "to SCSS for %filch the amolmt of damages would be unascertainaWe. Therefore. SCSS may, In addition to pursuing any and a9 remedies provided
by law,
obtain an in,'%riction agalnst Customer from any cowl havbg MisdicCon, restra'ning any lfotation of this section.
9. Termination
A. SCSS may lerminale this Agreement immediately lponvAtten notice:
1. In the event CustwAr detaulls In We performance of arty of the terms and conditions of His, Agreement, hidimdng the fare to make any payment as agreed herein, in W is h case
tie balance of
an nhonies due and for the uneypIred lean of this Agreement shag become innedi alehy due and payable, together vdth Interest at the mWm urn legacy alauable (ale. Cuslorner shall
also pay
attorney andfor coiecaon fees, defined as an additional Hifty-five percent (35%) of tie outstanding balance aped, Incurred in cotedfng Cumomaes account; or
1. In the event SCSS's Customer Service Color. Hie telephone Eros, wires or SCSS's equipment within Customer premises are destroyed or so substantially damaged that It 13 commercially
Inrp(actical to continue servee to Customers premises; or
H. As proided In Article 2 relal'ng to expiration.
0. Customer mayterminate the Agreement:
1. Immediately upon whiten notice, In the event Custome('s promises are, by any cause bey+xd the control of Die Customer, destroyed also substantially damaged that it is connerclaly
Impractical
for Customer to continue any operations at such premises; provided that if the Customer Is ushg SCSS-m ned equipment, the Customer mist pay SCSS all papmals rarnshi g to be made
under INS Agreement Waugh Ds scheduled expiration; or
It. As provided in ArDde 2 relatngg to e)p'tatlon and Article 3(A) relating to price increases.
C. Upon termination of INs Agreement. Customer shall permit SCSS access to Customer's premises in order to deactivale the telephone fine signaling device and/or to remove the System
pursuant to
Article 1.
10. Assignment
This Agreement Is not assignable by Die Customer except upon %Wtlen consent of SCSS first bekg obla!ned. SCSS shat have Die fight to ess'9n this Agreement, or to subcontract arty
or its obNallons
under this Agreement. vAthoul notice to, or consent of, the Customer.
11. Insurance and Ylalver of Subiogallon
Customer shall obtain, and maintain, Insurance coverage to cover al losses, damage, or In;wy, related to or sustained by Customer In connection Wlh, line Semites provided by SCSS.
For all losses,
damage or h;ury above the kinks set forth In paragraph 40. Customer shat look so'*/ to its Insurer for recovery of its loss arv3 hereby via'ves any and an claims for such loss agarnsl
SCSS. Customer !
agrees to obtain Insurance permloirg sold vralver Without Inva!dating coverage. Customer does hereby for Itself and other parties claiming under It release and discharge SCSS from
and against al claims
ads" from hazards covered by Cuslomers Insurance, t being expressly agreed and understood Dial noInsurance company or Insurerlltl have any dght of subrogation against SCSS.
12. Sevorability and Savings
In tie event any one or more of Die provisions of this Agreement shall for any reason be held to be Invalid, vow, [legal, or unenforceable by any tout, arbitrator, or governmental
agency, the remaining
provisions of INS Agreement shall remain In M face and effect, and tie InvaRd, v'Otd, Iregal, and/o( unenforceaUe provisloni(s) shat suvive to Ilia extent not so held.
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11 12 7031 274; KY 333. LA
F IM4 F615: F1277: HA 7IM. 130 107-I82d: 7J161013Cb; 3c01205n2. sell 7501233; LIS 192073C: IWA 172'. UT fPL-8Fl{(4132- NG 25OWSRFA4V, 2165 CU. 11Vin S)ubl s U:erin) Od, 4501 G.tn.%a
d Ai.. Ste 200, RdA3h, IY:
27612 (9191723.51201. RJ 1074435, 659123. 34OFMIIXO: R'J 374554: IN Mar F401; 0071024; 0310001: fly 12000203169. Ll:.anted I,/ ITYS De fl. W Snas Oil 63641512 OK L51 OR 161C-57: PA
0)27}3: m 440A: TSC 4933: SC
FAC3351; Ek"MJi: its IKo. Islo, 1443; 16:4 144,; CE-06352& IX ACR2u1), ECR 1821: E02140. UT 67010SX6501: VA 270S 037235A, 11-5431: WA STAt,LCS32S'J2- VN 045295 11.1 CC9322. WY
LV-0-22A79REV (NIS 07.L6) 0-
00313550
Pale s d s
STANLEY STANLEY Convergent Security Solutions, Inc.
Security
13. Tdalby.lury
Wass proh7Jted by law, both parties to this Agreem nil, knwArglY, 5ro Rua Gy and Intentionally wawa any right [bay may have to a trial by fury in respect of any litigation arising
our of, wrier, in
connection with, or relating to Ihis Agreement.
14, Choice of Low
This Agreem3nt Is entered Into In the Slate of New Yak end shall be Interpreted, enforced and govemed under Die laws of U1e State of NEvi York viflsoul regard to application of
confEcls of (avrs pdndpies
U1at viouid require the application of any other law.
16. Entire Agreement
R is agreed to and understood by this parties that this Agreemen6 Including Via provisions of ArUde 4 and on the attached Sched0e, constitutes the entire Agreement between the parties,
and supersedes
and replaces all other prior understandings or agreements, w bother oral or %,Allen. relating to the premises covered by Ws Agreement. We Agmenw_/t may not be charged, modified
or varied except In
v,Ating, signed by an authorized reprosentatiS-t of SCSS. It Is understood and agreed by and WAeen the parties hereto, that the tears and conditions of this Agreement shag govem
noMAt ilandng any
additional or lawnsstent terms or conditions contained in any purchase ceder or other document submitted by Customer. its Agreement shag not become bindno on SCSS un07 aooroved
and aocepled
by or SCSS Begins the insuatatioo or servtcas as provided be 5r Customer heebyacknovledges that he/she has read Ills entire Agreement and agrees to be bound by stilts terms
and
conditions.
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(334) 2•'.-193ia; /~-3?. A2 ROC7619)5:
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IL 127001274: KY 314' LA
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037)Si: R19SESY TSC <9:u: SC
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REV (201507.05) n•
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Paga e d e
L° Y STANLEY Convergent Security Solutions, Inc.
security
7S~ecurfly Represei tativa Ign) Customer (Slgn)
kit _ 6~i6~c ~1 atk'
SecurilyRopro ntaliv0(Ptint) Custolner(Prim)
Tilia
AF'P VED AS TO FORM
STANLEY A tliorized manager (Sign
and SM. C ty Attomay
A
STANLEY Authorized Managor (Print) at
D
Not Binding on SCSS without either Authorized Management Approval Signature or SCSS Begins [tie Installation or Services.
V!! N
• •
PO Required by customer: Cl {{_es sicgnor2_initials}}
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(01507.0-3) O•
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Pa9a 7 d •
STAKILEY STANLEY Convergent Security Solutions, Inc.
Security
o •
Street Address:
City
State/Providence
Country
ZIP/Postal Code
Attention - - -
Billing Contact
Billing Phone
Billing ID
Special Handling N N N
Required
4
Notes for Special
Handling
t
PO # 1
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IU 9119..; 750 45343: SC
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C164332)
Pays 6 cl b
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 a consecutive term of two years,
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.
CONT R: CITY OF ASHLAND:
BY / - - BY r i t.~d? j L..
Its h ^z- Date t j t Head
DATE I I ( I S
Purchase Order #
Acct. No.:
(For City purposes only)
OVED A8 1'0 FORM
Asti r d Asst, City Attorney
Dato, 7 to _
1- CITY OF ASHLAND, ADDENDUM TO CONVERGENT SECURITY SOLUTIONS AGREEMENT
Page 1 / 1
ASHLAND PARK COMMISSION"`
20 E MAIN ST. v. DATE PO NUMBER
ASHLAND, OR 97520 7/17/2015 L 00466
(541) 488-5300
VENDOR: 003358 SHIP TO:
STANLEY CONVERGENT SECURITY
DEPT CH 10651
PALATINE, IL 60055
FOB Point: Ashland, Oreqon Req. No.:
Terms: net Dept.:
Req. Del. Date: Contact: Susan Dyssegard
Special Inst: Confirming? NO
Quantity Unit Description Unit Price' Ext. Price
24.00 Mo Security System Maintenance 86.94 2,086.56
Nature Center - FY 16 & FY 17
$86.94 per month
24.00 Mo Oak Knoll Golf Course - FY 16 & FY 17 107.87 2,588.88
$107.87 per month
Stanlev Converqent Security Solutions
Agreement Renewal
Quote - Q-00643329
SUBTOTAL 4,675.44
BILL TO: TAX 0.00
FREIGHT 0.00
TOTAL 4,675.44
Account Number Project Number Amount Account Number Project Number Amount
E 211.12.02.06.60416 2,086.56
E 211.12.04.00.60416 2,588.88
Auth zed Signature VENDOR COPY
FORM #3
~Bry<
F'e ?eggj'°es, Tor a s"u ca asez Oreiar
REQUISITION Date of request: 7/8/15
Required date for delivery: 7/1/15-6/30/17
Vendor Name Stanley Convergent Security Solutions, Inc.
Address, City, State, Zip 55 Shuman Blvd., Suite 900 / Naperville, IL 60563 Tel: 541-302-7784 / Fax: 541-343-0075 / Judy
Contact Name & Tel I Fax Number Rrnnrhpr (:nctnmpr Arrt M In i Rninrhpr chriinr rnm
9l; y-~~
SOURCING METHOD
❑ Exempt from Competitive Bidding ❑ Emergency
❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization
❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached
❑ Written quote or proposal attached
® Small Procurement Cooperative Procurement
Less 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 #
GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) ❑ Other government agency contract
$5,000 to $100,000 ❑ Written quote or proposal attached Agency
❑ (3) Written quotes and solicitation attached ❑ Form #4, Personal Services $5K to $75K Contract #
PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement
$5,000 to $75,000 ❑ Form #9, Request for Approval ❑ Agency
❑ Less than $35,000, by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council:
❑ (3) Written proposals/written solicitation Date approved by Council: (Date)
❑ Form #4, Personal Services $5K to $75K Valid until: (Date) I
Description of SERVICES Total Cost
Security system maintenance - monthly payments for two Ashland Parks and Recreation facilities $ 4,675.44
per attached proposals. FY 15-17 spanning July 1, 2015 through June 30, 2017.
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
1 24 month Monthly payments for FY 15-17 - NMP Nature Center 86.94 2,086.56
2 24 month Monthly payments for FY 15-17 - Oak Knoll Golf Course 107.87 2,588.88
® Per attached quotelproposal TOTAL COST
$ 4,675.44
Project Number Account Numbers:
!211.12.04.00.604160 - Oak Knoll Golf Course 1 211.12.02.06.604160 - North Mountain Park Nature Center
`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 requi on form, I cefy that the City's public contracting requirements have been satisfied.
Employee: i'r`d s~+ a Department Head:
` (Equal to or greater than $5,000)
Department Manager/Supervisor. u City Administrator:
(Equal to or greater than $25,000)
Funds appropriated for current fiscal year. S "y NO
Finance Director- (Equal to orgreater than $5,000) Date
Form #3 - Requisition