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<br />TERMS AND CONDITIONS SONITROL AGREEMENT NO. 1_ 38751
<br />1, DEALER agrees to install or cause to be installed. in the premises of the CLIENT, alarm equipment and devices, and to provide a centrally monitored signaling system necessary to
<br />transmit signals from the premises of the CLIENT to DEALER'S central monitoring station in accordance with the attached Security System Quotation, Upon completion of installation
<br />Dealer will thoroughly instruct the CLIENT in the proper use of the Alarm System,
<br />2. After the initial tenn, this Agreement shall automatically renew for additional terms of one (1) year each unless either party shall give written notice of cancellation at least thirty (30)
<br />days prior to the expiration of the original tenn or any renewal thereof. Upon Customer's default or cancellation of this Agreement, except for canceUation at the end of the initial term or
<br />any renewal tenn as provided for herein, all services by DEALER willlerminate, and all payments then due by CLIENT. or thereafter scheduled to become due through the initial term of
<br />this Agreement, or any renewal term, shall accelerate and become immediately due and payable to dealer.
<br />3. DEALER shall have the right, at any time, to increase the charges provided herein. to reflect any additional taxes, fees or charges relating to the service provided under the terms of
<br />this Agreement. which may hereafter be imposed on DEALER by any utility or govemment agency and CLIENT agrees to pay same. So that DEALER may properly adjust its rates to
<br />meet changing costs DEALER may, at any time alter the expiration of one (1) year from the date of this Agreement, Increase the monitoring/servicin~ charges upon givinll the CLIENT
<br />notice in writing. In the event the increase exceeds more than 10% and if CLIENT is unwilling to pay the increased charges. CLIENT may terminate thIS Agreement upon gIVing notice in
<br />writing to DEALER within sixty (60) days from the effective date of the increase. CLIENT'S failura to notify DEALER within said sixty (60) days shall constitute CLIENT'S acceptance of
<br />the Increase,
<br />4. DEALER shall have the right to terminate this Agreement ten (10) days alter written notice of nonpayment if CLIENT has failed to make timely payments during the term of this
<br />agreement or if CLIENT willfully or negligently causes repeated false alarms. Any cost incurred by DEALER as a result of a false alarm originating from CLIENT'S premises shaD be
<br />promptly reimbursed to DEAlER. In the event of any default of this Agreement by CLIENT, including a default for failure to pay monies due and owing to DEALER, CLIENT shall pay
<br />DEALER any and all damages or losses incurred by DEALER in connection with such default, including all costs and expenses incurred by DEALER in collecting any monies due and
<br />owing by CLIENT to DEALER hereunder, reasonable attorney's fees, costs, pre-judgment interest, and any other reasonable and related expenses of collection, all without relief from
<br />valuation or appraisement laws.
<br />5, DEALER agrees to monitor the system from the time CLIENT causes the system to be activated until CLIENT causes the system to be deactivated. Upon receipt of a signal
<br />indicating an unauthorized entry into CLIENTS premises or an emergency, the DEALER'S operator will make every reasonable effort to Identify the signal and, when warranted. will
<br />transmit notice of said signal to the local authority having jurisdiction. If instructed to do so by CLIENT, DEALER will also notify an agent designated in writing by CLIENT, CLIENT agrees
<br />to give DEALER a list of Iiames of all peISOOS who shall have the right to enter the premises between any regularly scheduled times for opening and closing the premises and who may
<br />be called upon for a key to enter CLIENTS premises dunng such periods,
<br />6. (a) L~A~ If DEALER has installed a local alarm. DEALER, upon receipt of Information that an audible device is soundin" on the premises of CLIENT, will make a
<br />reasonable to CLIENT or his designated reprasentative by telephone at the phone number and address supplied to DEALER 10 writing by CLIENT. If CLIENT cannot be
<br />reached or does not appear at the above-described premises within thirty (30) minutes from the time DEAlER receives information that the audible device is sounding, or if DEALER is
<br />celled upon to tum off any audible alarm at the above address at any time, CLIENT hereby authorizes and appoints DEALER. as its agent, to turn off the said audible devices and agrees
<br />to hold DEALER harmless and to indemnify DEALER from any damage. loss or liability which may result from the tuming off of the alarm by DEALER
<br />(b) C1NT~ STA't'O~~RM: If DEALER has installed a central station alarm, DEALER or its designee, shall. without warrant, make every reasonable effort to do the following:
<br />1) pon recetpt a rglar alarm signal, transmit the alarm to heedquarters of the public police department and notify the CLIENT or his designated representative by calling
<br />the telephone number supplied to the DEALER in writing by CLIENT,
<br />(2) Upon receipt of a hold-up alarm signal, transmit the alarm to headquarters of the public police department.
<br />(3) Upon receipt of a manual. water /low, smoke or automatic fire alarm signal, transmit the alarm to the publiC fire department and notify CLIENT or his designated
<br />representative by caDing the telephone number supplied to DEALER in writing by CLIENT.
<br />(4) Upon receipt of an emergency signal. notify CLIENT or his deslgnated representative by calling the telephone number supplied to DEALER In writing by CLIENT.
<br />(5) Upon receipt of an audio signal indicating an unauthorized entry into CLIENT'S premises. DEALER'S operator will make every reasonable effort to identify the sound, and
<br />when warranted transmit notice of said signal to the local police authority and notify the CLIENT or his designated representative by calling the telephone number supplied to DEALER in
<br />writing by CLIENT.
<br />(c) P~LICE AND FIRE DEPARJMENT CONNECTED ALARMS: CLIENT acknowledges that if the signals transmitted from CLIENT'S premises will be monitored in municipal police
<br />andlor liri epartments or other locations, that the personnel of such municipal police and/or fire department or other location are not agents of DEALER, nor does DEALER assume any
<br />responsibility for the manner in which such signals are monitored or the response. If any. to such signals,
<br />7. CLIENT hereby authorizes and empowers DEALER, its agents or assigns, to install the aforesaid system in the designated premises, and to service the system and to make any
<br />necessary inspections, tests and repairs as required. CLIENT understands that alternative or additional protection can be installed at CLIENT'S reques1 and expense. CLIENT
<br />acknowledges that DEALER has no way of knowing of the existence of hidden pipes, wires, or other obstructions within walls or other concealed spaces, and it is CLIENT'S obligation to
<br />make DEALER aware of such conditions, failing which DEALER shall have no responsibility whatsoever for any damage that might be caused. Any removal and replacement of carpets
<br />required for installation of pressure mats shall be at the expense of CLIENT, The CLIENT agrees to fumish any necessary electric current through CLIENTS meter and at CLIENTS own
<br />expense. It is mutually agreed that the wor\( of installation or repair of DEALER inspections and tests of the system shall be performed between the hours of 8:00 o'clock a.m, and 5:00
<br />o'clock p.m" exclusive of Saturdays. Sundays and hofKlays,
<br />8. It is understood and agreed that DEALER ma)! remove or upon written notice to CLIENT. abandon in whole or in part, the system, if owned by DEALER, that upon termination of
<br />this Agreement DEALER can remove the system without obligation to repair or redecorate any portion of the CLIENTS premises upon such removel if not unduly harmed by DEALER,
<br />and that the removal or abandonment of such materials shall not be held to constitute a waiver of the right of DEALER to collect any charges which may have been accrued or may be
<br />accrued hereunder,
<br />9. This Agreement may be cancelled, without previous notice, at the option of DEALER, in case DEALER'S Central Station, connection link or equipment within the CLIENT'S
<br />premises are destroyed by fire or other catastrophe, or so substantially damaged that it is impractical to continue service, and may likewise be cancelled at the option of the CLIENT, in
<br />the event that the CLIENTS premises is so destroyed or at any time in the event that DEALER is unable either to secure or retain the connections or privileges necessary for the
<br />transmission of signals between the CLIENT'S premises and DEALER'S Central Station or between DEALER'S Central S1ation and the police or other authority, and DEALER shall not
<br />be liable for any damages or subject to any penalty as a result of such termination. Any advance payments made for service to be supplied subsequent to the date of such termination
<br />shall be refunded to CLIENT. CLIENT shall be liable for any delinquent payments for services previously rendered.
<br />10. CLIENT agrees to perform system checks as instructed by DEALER in order to ascertain the system is property functioning. CLIENT acknowledges that DEALER'S obligation
<br />hereunder relates solely to the services set forth above and to the service of the specified alarm system and that DEALER is in no way obligated to insure the operation of the system or
<br />to maintain or service CLIENT'S property or the property of others to which DEALER'S system is COMected. Repairs shall be performed as soon as reasonably possible alter receipt of
<br />notice by DEALER. CLIENT is solely responsible for proper maintenance of any Sprinkler system including provision of heat where necessary and acknowledges that DEALER has no
<br />responsibility for the operation or non-operation of its equipment unless the sprinkler system is at all times in sound working order.
<br />11. DEALER assumes no liability for delays in installation of the equipment, or for interruptions of service due to strikes, riots, floods, fires, acts of God or any cause beyond the control
<br />of DEALER, Including interruption of an alarm transmission, and will not be required to supply service to the CLIENT while interruption of service due to any such cause shall continue.
<br />Client understands that alarm signals may be transmitted by telephone, cable, radio or microwave. that all of these are outside the control of DEALER, and DEALER shall have no
<br />responsibility for any failure in transmission of alarm signals by any of these means.
<br />12. LIMITATIONS OF DAMAGES:
<br />A. It Is understood Md ..- by the ptIr11.. "-to thaI DEALER Is nOl an Insurer and that Insu-. If any, COvering personal Injury and property loss or damage on CLIENT'S
<br />prsmisM shaIJ be obt8Ined by CLIENT; that the ptIymsnts provided for herein ... based solely on the V_lie of the service as Nt forth hsreIn and ... u~ to the ....... of CUENT'S propsrty or the
<br />property of others located on CUEHT'S prem/Ms; that DEALER milk.. no guerantee, rspresentaIion or w.nanty lncIucIIng any Imp/lsd w.nnty of ~Ity or fitness for particUlar purpose that
<br />the syst8m or seMce suppIIsd will avert or prewnt occunences or the consequen_ thsnI from which tha Syatem or S<<V/ce Is InI8ndsd to dstec:t or IlVWt, except for the provIsi_ of the Sonitrol
<br />Securlty System LitnII8d WIImIIlty as It may apply to sny loss occuning while this Agrwement Is In force and If such w.nanty Is In ""set In COf1lunctIon with this Aar-nt
<br />B. CLIENT IlCfcnow/sdges It Is Irnprsctlca/ and elllnlmely cIIflIcuIt to ftx the llCIUII/ d8msgas, If any, whIc:h may proxlrtllaly IHUIt from a '.Iure to perform sny of DEALER'S obligations or
<br />a fIIIIure or mdunctIon In the .,.., to propsrty tIJ)lnIe ~ of, IIItlOIlg other things: the unc:ertaJn amount or value of CLIENT'S property or the property of others which may be lost or damaged;
<br />the uncertainty of the I'SlIpOfIM tlms of the po/Ice or other auttIority; tha inability to ascert8In what portion, if any, of any loss would be proxlmslely caused by DEALER'S fal/uAl to perform any of Its
<br />ob/lgatlons or '_lure of Its equipment to properly ......-; the ~ of the MrVice to be petformecI by DEALER.
<br />C. CLIENT underatsnds and .- that If DEALER should be found liable for any loss or damage due from a 'lIil..... 10 perform sny of its obIigstl_ or a f.lure of the equipmenl to
<br />properly opeI1lte, DEALER'S IIsb11lty sllsll be limited to a sum equa/ to the totsI of one-baIf yur's monitoring plIyments, or IlvHIundNd doIl_, whichever Is the 1_, and this lIablUty allsll be
<br />exclusive sncI shaIJ sppty If loss or d8mage, InwpectIve of cause or ortgIn, nosuIts dlrectly or InclntCtly to pers_ or property from performsnce or non-perfomJltMe of sny of DEALER'S obIIgsti_ or
<br />from negligence, scllve or otherwise, of DEALER, Its employees or agents.
<br />D. In the -- that the CLIENT wtshes DEALER to -- g_ liability, CLIENT may, as a _ of right, obIIlIn from DEALER a higher limit by ptIylng an sdcIItional amount to
<br />DEALER, and a rider shall be .nschsd hsmo setting forth such higher limit and addIIIonaI smount, but this sdcIItional obligation shall In no WIlY be intwpretsd to hold DEALER .. an InsUAll'.
<br />E. When CUENT in the ordinary counte of ~ has the propetty 1JI others in Its custody, or the sIann syst8m extwKIs to ~ the persons or property of others, CUENT ag...... to
<br />and shaH Indemnify, defend and hold hsnnIess DEALER, Its empto,... and agents for and against sIl clsl_ brought by .......... of ssId property srislng out of the DEALER service under this
<br />Aar-ment. ThIs provision shII/I appty to lIII clslms rsgsrdIess of c:auw Including D\!ALER'S performance or flIIIure to perform and Inc:ludlng cIefKb In products, cIesign, lntnslt.stIon, servic:e, operstion
<br />or non-opend/on of the system whether based upon negl~, ac:tlve or passive, exprws or Imp/lsd contrac:t or w.nanty, contribution or lndemnIficatIon, or strict or proc/ucIllablllty on the part of
<br />DEALER. Its emp/or- or....... but this prvvIsion shsIl not sppty to cIaI_ for toes or damage solely and cllrectty -.cI by an emp/oyM of DEALER while on CLIENT'S premises.
<br />F. CLIENT IlCknowIsdges that the Syatem Instsllsd Is as requested and is suitable to his purpose, and un/ess cIefects or om/aIons ... callsd to DEALER'S attenllon, in wrIIlng, within
<br />live (51 cIsys lifter compk.lion of lnstIIIIation, CUENT sc:cepts the system ..Is.
<br />13. All claims, actions or proceedings. legal or equitable, against DEALER must be commenced in court within one (1) year after the cause of action has occurred or the act, omission
<br />or event occurred from which the claim, action or proceeding arises, whichever is eerlier, without judicial extension of time, or said claim. action or J)rOCeeding is barred, time being of the
<br />essence in this paragraph,
<br />14. CLIENT acknowledges that the proviSions of this Agreement. and particularly those paragraphs relating to disclaimer of warranties, limitation of liability and third-party
<br />indemnification, inure to the benefit of and are applicable to Sonitrol Corporafuin and its subsidiaries and to said subcontractors, or to the Department or other authority to which the alarm
<br />may be transmitted. with the same force and effect as they bind CLIENT to DEALER. CLIENT hereby waives his right of recovery for any loss covered by insurance on the premises or its
<br />contents to the extent permlttad by any policy or by law.
<br />15. If there is any conflict between this Agreement and CLIENT'S purchase order, or any other document. this Agreement will govern. whether such purchase order or other documents
<br />is prior or subsequent to this Agreement. This Agreement is not assignable by CLIENT except upon the written consent of DEALER first being obtained.
<br />16. It is mutually understood and agreed that any representatiOn, promise, advertising or other statement, condition, inducement or warranty, express or implied
<br />verbal, not included in writing in this Agreement shall not be binding upon any party and that the Agreement mar not be altered. modified or otherwise chang
<br />the written consent of each of the parties hereto, and in the form of an addendum to this Agreement. If any 0 the terms or conditions Of this Ag all
<br />inoperative, all Of the remaining terms and conditions shall remain in full eII'ect. /;.
<br />SIGNATURE ~tR~~ DATE ~ 2-'( c[J SIGNATURE
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<br />APPROVED
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<br />DATE
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<br />DATE
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<br />t..f I?,-/~
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<br />(SONITROL INDEPENDENT FRANCHISED DEALER)
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