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2015-06-23 HRA Agenda Packet
PLEASE TURN OFF CELL PHONES & PAGERS IN COUNCIL CHAMBERS. AGENDA MOUND HOUSING & REDEVELOPMENT AUTHORITY REGULAR MEETING TUESDAY, JUNE 23, 2015 6:55 P.M. MOUND CITY COUNCIL CHAMBERS Page 1. Open the meeting 2. Action approving agenda, with any amendments 3. Action approving minutes: June 9, 2015 regular meeting 1 -2 4. Action approving payment of claims 3 -8 5. Catherine Pausche, Director of Finance and Administration, requesting 9 -18 action on a contract between the Mound LIRA and Simplex Grinnell for safety systems testing and inspection at Indian Knoll Manor 6. Adjourn MOUND HOUSING AND REDEVELOPMENT AUTHORITY June 9, 2015 The Mound Housing and Redevelopment Authority in and for the City of Mound, Minnesota, met in regular session on Tuesday, June 9, 2015, at 6:40 p.m. in the council chambers of the Centennial Building. Members present: Chair Mark Wegscheid, Heidi Gesch, Kelli Gillispie, Jennifer Peterson, Ray Salazar Members absent: None Others present: City Manager Kandis Hanson, Director of Finance /Clerk/Treasurer Catherine Pausche, Community Development Director Sarah Smith, Director of Public Works Eric Hoversten, City Engineer of Bolton & Menk Dan Faulkner, Building Official Scott Qualle Public Present: Katie Morford, David Umbehocker, Jackie Piepcorn, Brooks Chandler 1. Open meeting Chair Mark Wegscheid called the meeting to order at 6:45 p.m. 2. Approve agenda MOTION by Salazar, seconded by Gesch, to approve the agenda. All voted in favor. Motion carried. 3. Approve minutes MOTION by Salazar, seconded by Gesch, to approve the minutes of the May 26, 2015 regular meeting. All voted in favor. Motion carried. 4. Approve claims MOTION by Salazar, seconded by Gesch, to approve the claims in the amount of $8,724.75. All voted in favor. Motion carried. Commissioner Gillispie arrived at 6:50 p.m. 5. Catherine Pausche, Director of Finance and Administration, requesting action on a Resolution Approving a Purchase Agreement Between the Mound Housing and Redevelopment Authority and Aeon Pausche gave background on Indian Knoll Manor (IKM) . Pausche explained that the City has received approval from HUD to convert the building from HRA ownership to a worthy non - profit. A request for interest and qualifications issued in March resulted in the non - profit company Aeon being selected to partner with the HRA. Aeon specializes in affordable housing ownership and management and rehabilitation of existing properties. Aeon conducted a physical conditions needs assessment of the building which was completed on May 18 and May 19. The advisory commission appointed by the HRA Board met with representatives from Aeon on May 28th to discuss possible scenarios for IKM. Pausche passed around before and after pictures of another property Aeon had rehabilitated. Aeon will be applying for multiple sources of funding to assist with the rehabilitation of IKM. Pausche stated a purchase agreement between the HRA and Aeon is necessary to show the funders a firm, legal commitment exists between the two parties. Pausche said the purchase agreement was reviewed and amended by City staff and attorneys. Aeon will need to expand the number of units from the current 50 to 66 (maximum) in order to be eligible for alternative funding. The additional units will be three - bedroom units and are considered workforce housing, which will be a valuable addition to Mound. Aeon needed to submit preliminary plans for the expansion to receive the funds. These plans will be reviewed and approved by the HRA Board as th�-1.- roject moves forward. HRA Minutes —June 9, 2015 Manderscheid reiterated the restrictions the HRA has imposed on Aeon, including the existing units must remain affordable, Aeon will reinvestment the Fair Market Value (FMV) back into the property, and there will be a local resident preference to the extent possible, which is meant to serve Mound residents. Financing of the project will be worked on going forward. Chair Wegscheid commended staff on recognizing the opportunity to turn over the ownership to Aeon and noted Aeon has been strongly recommended by the other Minnesota cities that they have had projects in. Salazar praised the business practices of Aeon and stated Aeon was a first class operation. MOTION by Salazar, seconded by Peterson, to approve the purchase agreement between the Mound Housing and Redevelopment Authority and Aeon, to include the amendments made to pages 13, 26 and 27. All voted in favor. Motion carried. 5. Adiourn MOTION by Gesch, seconded by Salazar, to adjourn at 6:59 p.m. All voted in favor. Motion carried. Attest: Catherine Pausche, Clerk -2- Chair Mark Wegscheid MOUND RA CLAIMS 6-23-15 MEETING 2015 062315HRA -3- TOTAL AMOUNT $6,249.93 $3,736.92 CITY OF MOUND 06/17/1510:09 AM Page 1 Payments Current Period: June 2015 Batch Name 062315HRA User Dollar Amt $6,249.93 Payments Computer Dollar Amt $6,249.93 $0.00 In Balance Refer 1 ALPHA RUG AND CARPET CLEANI Cash Payment E 680 - 49800 -402 Building Maintenance CARPET CLEANING $610.00 Invoice 2921 6/1612015 Refer 7 HD SUPPLY FACILITIES MA/NTEN _ Transaction Date 6/17/2015 Wells Fargo HRA 10120 Total $610.00 Refer 2 CULLIGAN- METRO _ Cash Payment E 680- 49800 -220 Repair /Maint Supply Cash Payment E 680- 49800 -210 Operating Supplies 6 80LB SOLAR SALT DELIVERED 9 -03 -13 $110.40 Invoice 101X27829202 5/31/2015 Cash Payment E 680 - 49800 -220 Repair /Maint Supply TOILET TANK IKM Cash Payment E 680 -49800 -210 Operating Supplies SANITIZATION PACKS $11.90 Invoice 101X27829202 5/31/2015 Wells Fargo HRA 10120 Total $553.98 Transaction Date 6/16/2015 Wells Fargo HRA 10120 Total $122.30 Refer 5 GUARDIAN PEST SOLUTIONS, INC _ ROLL OVER PHONE NUMBER IKM Cash Payment E 680 - 49800 -440 Other Contractual Servic HEAT TREAT #207 IKM - 6 -11 -15 BED BUGS $1,295.00 Invoice 1525520 6/1112015 $143.00 Refer 9 MULTIHOUSING CREDIT CONTRO Transaction Date 6/17/2015 Wells Fargo HRA 10120 Total $1,295.00 Refer 6 HAMERNICK DECORATING COMP _ Cash Payment E 680- 49800 -402 Building Maintenance INSTALL CARPET- GLUE DIRECT- TAKE UP $535.00 OLD UNIT #212 IKM Invoice CG505465 5/29/2015 Cash Payment E 680 - 49800 -402 Building Maintenance INSTALL CARPET- GLUE DIRECT- TAKE UP $535.00 OLD UNIT #300 IKM Invoice CG505790 5/29/2015 Transaction Date 6/17/2015 Wells Fargo HRA 10120 Total $1,070.00 Refer 7 HD SUPPLY FACILITIES MA/NTEN _ Cash Payment E 680 -49800 -220 Repair /Maint Supply TOILET TANK IKM $66.99 Invoice 9137985368 6/812015 Cash Payment E 680- 49800 -220 Repair /Maint Supply 2 TOILET TANKS & TOILET BOWLS- IKM $420.00 Invoice 9137985369 6/8/2015 Cash Payment E 680 - 49800 -220 Repair /Maint Supply TOILET TANK IKM $66.99 Invoice 9137923281 6/4/2015 Transaction Date 6/17/2015 Wells Fargo HRA 10120 Total $553.98 Refer 8 LEVEL ONE CORE LEASING SOLU _ Cash Payment E 680 - 49800 -475 Tenant Related Services JUNE 2015 CALL CENTER MTCE PLAN & $143.00 ROLL OVER PHONE NUMBER IKM Invoice 0508854 6/1/2015 Transaction Date 6117/2015 Wells Fargo HRA 10120 Total $143.00 Refer 9 MULTIHOUSING CREDIT CONTRO _ Cash Payment E 680 - 49800 -475 Tenant Related Services PROSPECTIVE IKM TENANT BACKGROUND $25.00 CHECKS MAY 2015 Invoice 15050356 5/3112015 Transaction Date 6/18/2015 Wells Fargo HRA 10120 Total $25.00 Refer 3 STA -SAFE LOCKSMITHS COMPAN _ Cash Payment E 680- 49800 -401 Building Repairs SIMPLEX PUSHBUTTON LOCK- GARAGE $458.80 SHOP DOOR- IKM Invoice 00020172 5/29/2015 -4- CITY OF MOUND Payments 06/17/15 10:09 AM Page 2 Current Period: June 2015 Transaction Date 6/16/2015 Wells Fargo HRA 10120 Total $458.80 Invoice 125376 5/27/2015 Cash Payment 4 TRUE VALUE MOUND (IKM) _ $7.18 _Refer Cash Payment E 680- 49800 -210 Operating Supplies KEYS- 2 IKM $3.98 Invoice 124578 5/1/2015 125V B;L CONNECTOR $5.39 Cash Payment E 680- 49800 -210 Operating Supplies NEVERKINK HOSE $14.99 Invoice 124595 512/2015 Wells Fargo HRA 10120 Total $191.71 Cash Payment E 680 - 49800 -210 Operating Supplies 4 PACK FLOWERS/ VEGGIES $1.79 Invoice 124690 5/5/2015 PATCH & PAINT WALLS UNIT #212 IKM $262.00 Cash Payment E 680 -49800 -220 Repair /Maint Supply PORCELEN HEAT PLATE $21.58 Invoice 124691 5/5/2015 PATCH & PAINT WALLS UNIT #425 IKM- $698.00 Cash Payment E 680 -49800 -210 Operating Supplies 3 LB SUN /SHADE SEED, WEED KILLER $24.28 Invoice 124711 516/2015 Cash Payment E 680 - 49800 -220 Repair /Maint Supply BATTERIES, LATEX PRIMER, WHITE RAGS. $34.14 BRUSHES, LINERS Invoice 124725 5/6/2015 Cash Payment E 680 -49800 -210 Operating Supplies 3 KEYS IKM $5.97 Invoice 124748 5/7/2015 Cash Payment E 680 -49800 -220 Repair /Maint Supply NEVERKINK HOSE, TOWEL BARS $38.82 Invoice 124951 5/13/2015 Cash Payment E 680 -49800 -210 Operating Supplies CLIP ON SHADE $13.49 Invoice 124987 5/14/2015 Cash Payment E 680 - 49800 -210 Operating Supplies 2 PK FLASH BULBS $3.41 Invoice 125377 5/27/2015 Cash Payment E 680 - 49800 -210 Operating Supplies DUAL TAERATOR, CONSTRUCTION $16.69 ADHESIVE, 3 PK D BATTERIES Invoice 125376 5/27/2015 Cash Payment E 680 - 49800 -220 Repair /Maint Supply THERMO HD PLUGS $7.18 Invoice 125338 5/26/2015 Cash Payment E 680- 49800 -220 Repair /Maint Supply 125V B;L CONNECTOR $5.39 Invoice 125342 5/26/2015 Transaction Date 6116/2015 Wells Fargo HRA 10120 Total $191.71 Refer 10 VELIE ENTERPRISES LLC _ Cash Payment E 680 - 49800 -402 Building Maintenance PATCH & PAINT WALLS UNIT #212 IKM $262.00 Invoice 8 5/5/2015 Cash Payment E 680 -49800 -402 Building Maintenance PATCH & PAINT WALLS UNIT #425 IKM- $698.00 CLEAN OUT APT- ITEMS TO DUMPSTER Invoice 8 5/5/2015 Cash Payment E 680 -49800 -402 Building Maintenance BATHROOM WALLS & CEILING SCRAPED, $320.00 FLOATED OUT & PAINTED UNIT #308 IKM Invoice 8 5/5/2015 Cash Payment E 680 -49800 -402 Building Maintenance PATCH & PAINT WALLS & CEILING UNIT $484.00 #300 IKM Invoice 8 5/5/2015 Transaction Date 6/18/2015 Wells Fargo HRA 10120 Total $1,764.00 Refer 11 WILMAR _ Cash Payment E680-49800-210 Operating Supplies VAC BELT 3 PK- IKM $16.14 Invoice 338527682 6/2/2015 Transaction Date 6/17/2015 Wells Fargo HRA 10120 Total $16.14 -5- CITY OF MOUND 06/17/1510:09 AM Page 3 Payments Current Period: June 2015 Fund Summary 10120 Wells Fargo HRA 680 HIRA PUBLIC HOUSING $6,249.93 $6,249.93 Pre - Written Check $0.00 Checks to be Generated by the Computer $6,249.93 Total $6,249.93 I on CITY OF MOUND 06/17/159:37 AM Page i Payments Current Period: June 2015 Batch Name 062315COMBND User Dollar Amt $3,736.92 Payments Computer Dollar Amt $3,736.92 $0.00 In Balance Refer 1 COMMON BOND COMMUNITIES Cash Payment E 680- 49800 -111 Other IKM Maint PR 5 -29 -15 MTCE SALARY $924.45 Invoice 1553208 5/29/2015 Cash Payment E 680 - 49800 -130 Employer Paid Ins (GEN PR 5 -29 -15 MTCE ER TAX $82.46 Invoice 1553209 5/29/2015 Cash Payment E 680- 49800 -130 Employer Paid Ins (GEN PR 5 -29 -15 MTCE ER 401 K MATCH $32.36 Invoice 1553210 5/2912015 Cash Payment E 680 -49800 -103 Part-Time Employees PR 5 -29 -15 CARETAKER SALARY $484.28 Invoice 1553206 5/29/2015 Cash Payment E 680 - 49800 -122 FICA PR 5 -29 -15 CARETAKER ER TAX $46.10 Invoice 1553207 5/2912015 Transaction Date 6/17/2015 Wells Fargo HRA 10120 Total $1,569.65 Refer 3 COMMON BOND COMMUNITIES _ Cash Payment E 680- 49800 -307 Admin /Finance /Compute ADP 401K ADMIN FEES 5 -15 $638 Invoice 1554155 5/31/2015 Cash Payment E 680 - 49800 -430 Miscellaneous AMERIPRIDE MT /CT UNIFORMS 5115 & 6/15 $34.13 Invoice 1549509 5/2112015 Cash Payment E 680 -49800 -307 Admin /Finance /Compute ADP PROCESSING FEES 5 -15 $35.58 Invoice 1549507 5/31/2015 Cash Payment E 680- 49800 -331 Use of personal auto MTCE MILEAGE 2/18 & 3/20/15 $59.80 Invoice 1549506 5/21/2015 Cash Payment E 680 -49800 -151 Worker s Comp Insuranc WORKERS COMP 5 -2015 $346.62 Invoice 1554328 5/31/2015 Cash Payment E 680 - 49800 -131 Employer Paid Health HAS FEES WELLS FARGO 5 -15 $3.06 Invoice 1554154 5/31/2015 Cash Payment E 680 -49800 -331 Use of personal auto MGR MILEAGE 4/7 TO 5/18/15 $9.92 Invoice 1564866 6/12/2015 Transaction Date 6/17/2015 Wells Fargo HRA 10120 Total $495.49 Refer 2 COMMON BOND COMMUNITIES _ Cash Payment E 680 - 49800 -111 Other IKM Maint PR 6 -12 -15 MTCE SALARY $917.15 Invoice 1564861 6/12/2015 Cash Payment E 680 - 49800 -130 Employer Paid Ins (GEN PR 6 -12 -15 MTCE ER TAX $78.91 Invoice 1564862 6/12/2015 Cash Payment E 680- 49800 -130 Employer Paid Ins (GEN PR 6 -12 -15 MTCE ER INSURANCE $112.85 Invoice 1564863 6/12/2015 Cash Payment E 680 -49800 -130 Employer Paid Ins (GEN PR 6 -12 -15 MTCE ER 401 K MATCH $32.49 Invoice 1564864 6/12/2015 Cash Payment E 680 -49800 -103 Part-Time Employees PR 6 -12 -15 CARETAKER SALARY $48418 Invoice 1564859 6/12/2015 Cash Payment E 680 - 49800 -122 FICA PR 6 -12 -15 CARETAKER ER TAX $46.10 Invoice 1564860 6/12/2015 Transaction Date 6/17/2015 Wells Fargo HRA 10120 Total $1,671.78 CITY OF MOUND 06/17/159:37 AM Page 2 Payments Current Period: June 2015 Fund Summary 10120 Wells Fargo HRA 680 HRA PUBLIC HOUSING $3,736.92 $3,736.92 Pre- Written Check $0.00 Checks to be Generated by the Computer $3,736.92 Total $3,736.92 Service Location: MOUND - INDIAN KNOLL MANOR 2020 COMMERCE BLVD MOUND, MN 55364 -1575 Billing Customer: Mound HRA 2415 Wilshire Blvd MOUND, MN 55364 SimplexGrinnell Sales Representative: Greg Helmken 5400 Nathan Ln N Ste 100 PLYMOUTH, MN 55442 -1953 GHelmken@simplexgrinnell.com INVESTMENT SUMMARY (Excludes applicable Sales Tax . Service Solution Valid for 45 Days) SERVICE /PRODUCT DESCRIPTION QUANTITY FREQUENCY INVESTMENT Recurring Annual Investment Fire Alarm Test & Inspect SIMPLEX FROG 4010 SYSTEM Main Fire Alarm Panel 1 Annual Fire Alarm Battery (each) 2 Annual Annunciator 1 Annual Smoke Sensor Addressable 49 Annual Heat Detector Restorable 8 Annual Duct Sensor Addressable 1 Annual Pull Station 12 Annual Audio - Visual Notification Conventional 4 Annual Fire Alarm Test & Inspect Total: $450.00 Sprinkler Test & Inspect WET SPRINKLER SYSTEM Wet System Test & Inspect (Includes 1 Annual Tamper, Flow, Gate Valve, Fire Dept Connection Plastic Caps, Valve Trim & Main Drain Valve) Sprinkler Test &Inspect Total: $363.00 Extinguisher Test & Inspect - Parts and Labor EXTINGUISHERS /PORTABLES SYSTEM Dry chem - cartridge - refillable (ABC) 15 Annual Extinguisher Test & Inspect - Parts and Labor Total: $180.00 Emergency Exit Lights Test & Inspect EMERGENCY EXIT LIGHT SYSTEM Emergency /Exit Lighting (Including Load 19 Annual Test) SG0001 US.ENG (Rev. 1212010) Pec- ' Df 10 © 2010 SimplexGrinnell LP. All rights reserved -9- I Total Recurring Annual Investment: s, :6 e SG0001 USING (Rev. 12/2010) Peg- " -` 10 © 2010 SimplexGrinnell LP. All rights reserved -10- SUMMARY OF SERVICES Sprinkler Test & Inspect - WET SPRINKLER SYSTEM TEST AND INSPECTION: Our trained technicians will perform inspections and diagnostic tests for the accessible fire sprinkler devices listed and currently connected to fire sprinkler system. Tests will be scheduled in advance. (See "List of Equipment' page for equipment to be tested.) DOCUMENTATION: Accessible components and devices logged for: - Test results - Any discrepancies found noted (individually and on a separate summary page) Inspection documentation provided to Customer. NOTE: Certain additional services may be required by the Authority Having Jurisdiction (AHJ). AHJ or internal organizational requirements may be more restrictive than state /provincial requirements. Building owners and managers should make themselves aware of applicable codes and references in order to ensure that contracted Services fulfill requirements. Annual Wet pipe sprinkler test & inspect includes inspecting gauges, systems valves, components and signs; operating control valves; testing tamper and flow switches, and local alarms and signals; opening main drain to record static and residual pressures; inspecting the fire department connection; and doing a building walkthrough to visually inspect sprinklers, piping, fittings and hangers from the floor level. Extinguisher Test & Inspect - Parts and Labor - EXTINGUISHERS /PORTABLES SYSTEM TEST AND INSPECTION OVERVIEW: Our trained technicians will perform inspections and diagnostic tests for the accessible portable fire extinguishers listed. (See "List of Equipment' page for equipment to be tested). PARTS /COMPONENT REPLACEMENT FOR LISTED FIRE EXTINGUISHERS: The Platinum Plan covers replacement of moving parts including valve stems, o- rings, seals, pins, and decals. Includes six -year maintenance and hydrostatic testing - complete tear -down of the unit if applicable to inspect internally and hydrotest as required by applicable state and federal agencies (AHJ). Recharges, hydrostatic testing, internal parts, signage, along with parts and labor included at the time of service. DOCUMENTATION: - Any discrepancies found will be noted Inspection documentation provided to Customer. NOTE: Certain additional services may be required by the Authority Having Jurisdiction (AHJ). AHJ or internal organizational requirements may be more restrictive than state /provincial requirements. Building owners and managers should make themselves aware of applicable codes and references in order to ensure that contracted Services fulfill requirements. Fire Alarm Test & Inspect - SIMPLEX PROG 4010 SYSTEM TEST AND INSPECTION: Our trained technicians will perform inspections and diagnostic tests for the accessible peripheral devices listed and currently connected to the facility fire alarm system. Tests will be scheduled in advance. (See "List of Equipment' page for equipment to be tested) DOCUMENTATION: Accessible components and devices logged for: - Location of each device tested, including system address or zone location SG0001 US.ENG (Rev. 12/2010) Pal 11 )f 10 © 2010 SimplexGrinnell LP. All rights reserved Inspection documentation provided to Customer's representative. NOTE: Certain additional services may be required by the Authority Having Jurisdiction (AHJ). AHJ or internal organizational requirements may be more restrictive than state /provincial requirements. Building owners and managers should make themselves aware of applicable codes and references in order to ensure that contracted services are in compliance with these requirements. Emergency Exit Lights Test & Inspect - EMERGENCY EXIT LIGHT SYSTEM TESTAND INSPECTION OVERVIEW: Our trained technicians will perform inspections and diagnostic tests for the accessible emergency lighting listed. (See "List of Equipment' page for equipment to be tested). DOCUMENTATION: - Test results shall be provided. - Each emergency light will have a sticker applied noting the month and year inspected. Note: Customer may request not to have a sticker placed on the emergency lights. - Any discrepancies found will be noted. Inspection documentation shall be provided to the Customer. NOTE: Certain additional services may be required by the Authority Having Jurisdiction (AHJ). AHJ or internal organizational requirements may be more restrictive than state /provincial requirements. Building owners and managers should make themselves aware of applicable codes and references in order to ensure that contracted Services fulfill requirements Batteries, bulbs, and additional parts will be billed at the time of service in addition to this agreement. Emergency Service (Normal Working Hours) Emergency Service (Provided during normal working hours, Monday- Friday excluding our holidays). This service includes labor, travel, and mileage charges for repairs associated with normal wear and tear. Standard service will be provided within 24 hours of notification Monday through Friday, excluding our holidays, unless outlined in the agreement. SERVICE COVERAGE: Silver Service Plan - Labor charged at standard service rates up to and including overtime Gold Parts Service Plan - Panel Parts included. Labor charged at standard service rates up to and including overtime Gold Labor Service Plan - Panel Labor included. Parts not included Gold Parts /Labor Service Plan - Parts and Labor included on Panel only Platinum Service Plan - Parts and Labor Included on covered system SG0001 US.ENG (Rev. 12 /2010) Pag_12 -10 © 2010 SimplexGrinnell -P. All rights reserved The City of Mound may cancel within 18 months of this contract start date by sending in a cancellation notice without incurring contract termination charges. Agreement has a Special Action that a new agreement is required at the end of the term period and must be accepted and approved by customer. Without a new agreement and acceptance the contract does not renew. SG0001 US.ENG (Rev. 1212010) Peg - '10 © 2010 SimplexGrinnell LP. All rights reserved -13- services to be provided by SimplexGrinnell LP ( "Company ") to Mound HRA and is effective 01JUN -15 to 31- MAY -18 (the "Initial Term "). PAYMENT TERM: Annual In Advance PAYMENT AMOUNT: ®c - Proposal #: 419846 CUSTOMER ACCEPTANCE: In accepting this Agreement, Customer agrees to the Terms and Conditions on the following pages and any attachments or riders attached hereto that contain additional terms and conditions. It is understood that these terms and conditions shall prevail over any variation in terms and conditions on any purchase order or other document that the Customer may issue. Any changes in the system requested by the Customer after the execution of Agreement shall be paid for by the Customer and such changes shall be authorized in writing. ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY, WARRANTY, INDEMNITY AND OTHER CONDITIONS CONTAINED IN THIS AGREEMENT. Mound HRA SimplexGrinnell Signature Print Name: Title: Phone #: Fax #: Email: PO #: Date: Greg Helmken Phone #: 763- 367 -5042 Fax #: 763- 367 -5002 License #: (If Applicable) Authorized Signature: Print Name: Title: Date: SG0001 US.ENG (Rev. 12/2010) Pa 14-1`10 © 2010 SimplexGrinnell LP. All rights reserved TERMS AND CONDITIONS 1. Term. The Initial Term of this Agreement shall commence on the date of this Agreement and continue for the period indicated in this Agreement. At the conclusion of the Initial Term, this Agreement shall automatically extend for successive terms equal to the Initial Term, each and together a "Term" of this Agreement, unless either party gives written notice to the other party at least thirty (30) days prior to the end of the then- cunent term. 2. Payment. Payments shall be invoiced and due in accordance with the terms and conditions set forth in this Agreement. Work performed on a time and material basis shall be at the then - prevailing Company rate for material, labor, and related items, in effect at the time supplied under this Agreement. 3. Pricing. The pricing set forth in this Agreement is based on the number of devices and services to be performed as set forth in this Agreement. If the actual number of devices installed or services to be performed is greater than that set forth in this Agreement, the price will be increased accordingly. Company may increase prices upon notice to the Customer or annually to reflect increases in material and labor costs. Customer agrees to pay all taxes, permits, and other charges, including but not limited to state and local sales and excise taxes, installation or alarm permits, false alarm assessments, or any charges imposed by any government body, however designated, levied or based on the service charges pursuant to this Agreement. The Customers failure to make payment when due is a material breach of this Agreement. 4. Code Compliance. Company does not undertake an obligation to inspect for compliance with laws or regulations unless specifically stated in this Agreement. Customer acknowledges that the Authority Having Jurisdiction (e.g. Fire Marshal) may establish additional requirements for compliance with local codes. Any additional services or equipment required will be provided at an additional cost to Customer. 5. Limitation of Liability; Limitations of Remedy. Customer understands that Company offers several levels of protection services and that the level described has been chosen by Customer after considering and balancing various levels of protection afforded and their related costs. It is understood and agreed by the Customer that Company Is not an Insurer and that insurance coverage, if any, shall be obtained by the Customer and that amounts payable to Company hereunder are based upon the value of the services and the scope of liability set forth in this Agreement and are unrelated to the value of the Customer's property and the property of others located on the premises. Customer agrees to look exclusively to the Customers insurer to recover for Injuries or damage in the event of any loss or injury and that Customer releases and waives all right of recovery against Company arising by way of subrogation. Company makes no guaranty or Warranty, including any implied warranty of merchantability or fitness for a particular purpose that equipment or services supplied by Company will detect or avert occurrences or the consequences therefrom that the equipment or service was designed to detect or avert. It is impractical and extremely difficult to fix the actual damages, if any, which may proximately result from failure on the part of Company to perform any of its obligations under this Agreement. Accordingly, Customer agrees that, Company shall be exempt from liability for any loss, damage or injury arising directly or indirectly from occurrences, or the consequences therefrom, which the equipment or service was designed to detect or avert. Should Company be found liable for any loss, damage or injury arising from a failure of the equipment or service in any respect, Company's liability for Services performed on site at Customer's premises shall be limited to an amount equal to the Agreement price (as increased by the price for any additional work) or, where the time and material payment tens is selected, Customer's time and material payments to Company. Where this Agreement covers multiple sites, liability shall be limited to the amount of the payments allocable to the site where the incident occurred. Company's liability with respect to Monitoring Services is set forth in Section 17 of this Agreement. Such sum shall be complete and exclusive. If Customer desires Company to assume greater liability, the parties shall amend this Agreement by attaching a rider setting forth the amount of additional liability and the additional amount payable by the Customer for the assumption by Company of such greater liability, provided however that such rider shall in no way be interpreted to hold Company as an insurer. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM ANY SERVICING, ALTERATIONS, MODIFICATIONS, CHANGES, OR MOVEMENTS OF THE COVERED SYSTEM(S), AS HEREINAFTER DEFINED, OR ANY OF ITS COMPONENT PARTS BY THE CUSTOMER OR ANY THIRD PARTY. COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM THE USE, LOSS OF THE USE, PERFORMANCE, OR FAILURE OF THE COVERED SYSTEM(S) TO PERFORM. The limitations of liability set forth in this Agreement shall inure to the benefit of all parents, subsidiaries and affiliates of Company, whether direct or indirect, Company's employees, agents, officam and directors. 6. Reciprocal Waiver of Claims (SAFETY Act). Certain of Company's systems and services have received Certification and /or Designation as Qualified Anti - Terrorism Technologies ( "QATT ") under the Support Anti - terrorism by Fostering Effective Technologies Act of 2002, 6 U.S.C. §§ 441 -444 (the "SAFETY Act "). As required under 6 C.F.R. 25.5 (e), to the maximum extent permitted by law, Company and Customer hereby agree to waive their right to make any claims against the other for any losses, including business interruption losses, sustained by either party or their respective employees, resulting from an activity resulting from an "Act of Terrorism" as defined in 6 C.F.R. 25.2, when QATT have been deployed in defense against, response to, or recovery from such Act of Terrorism. 7. Indemnity. Customer agrees to indemnify, hold harmless and defend Company against any and all losses, damages, costs, including expert fees and costs, and expenses Including reasonable defense costs, arising from any and all third party claims for personal Injury, death, property damage or economic loss, arising in any way from any act or omission of Customer or Company relating In any way to this Agreement, including but not limited to the Services under this Agreement, whether such claims are based upon contract, warranty, tort (including but not limited to active or passive negligence), strict liability or otherwise. Company reserves the right to select counsel to represent it in any such action. Customers responsibility with respect to indemnification and defense of Company with respect to Monitoring Services is set forth in Section 17 of this Agreement. 8. General Provisions. Customer has selected the service level desired after considering and balancing various levels of protection afforded, and their related costs. Customer acknowledges and agrees that by this Agreement, Company, unless specifically stated, does not undertake any obligation to maintain or render Customer's system or equipment as Year 2000 compliant, which shall mean, capable of correctly handling the processing of calendar dates before or after December 31, 1999. All work to be performed by Company will be performed during normal working hours of normal working days (8:00 a.m. - 5:00 p.m.), Monday through Friday, excluding Company holidays), as defined by Company, unless additional limes are specifically described in this Agreement. All work performed unscheduled unless otherwise specified in this Agreement. Appointments scheduled for four -hour window. Additional charges may apply for special scheduling requests, e.g. working around equipment shutdowns, after hours work. Company will perform the services described in the Service Solution ( "Services ") for one or more system(s) or equipment as described in the Service Solution or the listed attachments ( "Covered System(s)"). UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, ANY INSPECTION (AND, IF SPECIFIED, TESTING) PROVIDED UNDER THIS AGREEMENT DOES NOT INCLUDE ANY MAINTENANCE, REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS, OR ANY FIELD ADJUSTMENTS WHATSOEVER, NOR DOES IT INCLUDE THE CORRECTION OF ANY DEFICIENCIES IDENTIFIED BY COMPANY TO CUSTOMER. COMPANY SHALL NOT BE RESPONSIBLE FOR EQUIPMENT FAILURE OCCURRING WHILE COMPANY IS IN THE PROCESS OF FOLLOWING ITS INSPECTION TECHNIQUES, WHERE THE FAILURE ALSO RESULTS FROM THE AGE OR OBSOLESCENCE OF THE ITEM OR DUE TO NORMAL WEAR AND TEAR. THIS AGREEMENT DOES NOT COVER SYSTEMS, EQUIPMENT, COMPONENTS OR PARTS THAT ARE BELOW GRADE, BEHIND WALLS OR OTHER OBSTRUCTIONS OR EXTERIOR TO THE BUILDING, ELECTRICAL WIRING, AND PIPING. 9. Customer Responsibilities. Customer shall regularly test the System(s) in accordance with applicable law and manufacturers' and Company's recommendations. Customer shall promptly notify Company of any malfunction in the Covered Systems) which comes to Customers attention. This Agreement assumes any existing system(s) are in operational and maintainable condition as of the Agreement date. If, upon inspection, Company determines that repairs are recommended, repair charges will be submitted for approval by Customer's on -site representative prior to work. Should such repair work be declined, Company shall be relieved from any and all liability arising therefrom. Customer further agrees to: • Provide Company clear access to Covered System(s) to be serviced including, if applicable, lift trucks or other equipment needed to reach inaccessible equipment; • Supply suitable electrical service, heat, heat tracing adequate water supply, and required system schematics and /or drawings; • Notify all required persons, including but not limited to authorities having jurisdiction, employees, and monitoring services, of scheduled testing and /or repair of systems; Provide a safe work environment; • In the event of an emergency or Covered System(s) failure, take reasonable precautions to protect against personal injury, death, and /or property damage and continue such measures until the Covered Systems) are operational; and • Comply with all laws, codes, and regulations pertaining to the equipment and /or services provided under this agreement. Customer represents and warrants that it has the right to authorize the Services to be performed as set forth in this Agreement. 10, Repair Services. Where Customer expressly includes repair, replacement, and emergency response services in the Service Solution section of this Agreement, such services apply only to the components or equipment of the SG0001 US.ENG (Rev. 12/2010) Pat — If 10 © 2010 SimplexGrinneli LP. All rights reserved -15- Covered System(s). Customer agrees to promptly request repair services in the event the System becomes inoperable or otherwise requires repair. The Agreement price does not include repairs to the Covered Systems recommended by Company as a result of an inspection, for which Company will submit independent pricing to customer and as to which Company will not proceed until Customer authorizes such work and approves the pricing. Repair or replacement of non - maintainable parts of the Covered Systems) including, but not limited to, unit cabinets, insulating material, electrical wiring, structural supports, and all other non - moving parts, is not included under this Agreement. 11. System Equipment. The purchase of equipment or peripheral devices, (including but not limited to smoke detectors, passive infrared detectors, card readers, sprinkler system components, extinguishers and hoses) from Company shall be subject to the terms and conditions of this Agreement. If, in Company's sole judgment, any peripheral device or other system equipment, which is attached to the Covered System(s), whether provided by Company, Customer or a third party, interferes with the proper operation of the Covered System(s), Customer shall remove or replace such device or equipment promptly upon notice from Company. Failure of Customer to remove or replace the device shall constitute a material breach of this Agreement. if Customer adds any third party device or equipment to the Covered System(s), Company shall not be responsible for any damage to or failure of the Covered System(s) caused in whole or in part by such device or equipment. 12. Reports. Where inspection and /or test services are selected, such inspection and /or test shall be completed on Company's then current Report form, which shall be given to Customer, and, where applicable, Company may submit a copy thereof to the local authority having prediction. The Report and recommendations by Company are only advisory in nature and are intended to assist Customer in reducing the risk of loss to property by indicating obvious defects or impairments noted to the system and equipment inspected and /or tested. They are not intended to imply that no other defects or hazards exist or that all aspects of the Covered System(s), equipment, and components are under control at the time of inspection. Final responsibility for the condition and operation of the Covered System(s) and equipment and components lies with Customer. 13. Availability and Cost of Steel, Plastics & Other Commodities. Company shall not be responsible forfeiture to provide services, deliver products, or otherwise perform work required by this Agreement due to lack of available steel products or products made from plastics or other commodities. (i) In the event Company is unable, after reasonable commercial efforts, to acquire and provide steel products, or products made from plastics or other commodities, if required to perform work required by this Agreement, Customer hereby agrees that Company may terminate the Agreement, or the relevant portion of the Agreement, at no additional cost and without penalty. Customer agrees to pay Company in full for all work performed up to the time of any such termination. (ii) If Company is able to obtain the steel products or products made from plastics or other commodities, but the price of any of the products has risen by more than 10% from the date of the bid, proposal or dale Company executed this Agreement, whichever occurred first, then Company may pass through that increase through a reasonable price increase to reflect increased cost of materials. 14. Confined Space. If access to confined space by Company is required for the performance of Services, Services shall be scheduled and performed in accordance with Company's then - current hourly rate. 15. Hazardous Materials. Customer represents that, except to the extent that Company has been given written notice of the following hazards prior to the execution of this Agreement, to the best of Customers knowledge there is no: - Permit confined space," as defined by OSHA. Risk of infectious disease, Need for air monitoring, respiratory protection, or other medical risk, Asbestos, asbestos - containing material, formaldehyde or other potentially toxic or otherwise hazardous material contained in or on the surface of the Doors, walls, ceilings, insulation or other structural components of the area of any building where work is required to be performed under this Agreement. All of the above are hereinafter referred to as "Hazardous Conditions ". Company shall have the right to rely on the representations listed above. If hazardous conditions are encountered by Company during the course of Company's work, the discovery of such materials shall constitute an event beyond Company's control and Company shall have no obligation to further perform in the area where the hazardous conditions exist until the area has been made safe by Customer as certified in writing by an independent testing agency, and Customer shall pay disruption expenses and re- mobilization expenses as determined by Company.This Agreement does not provide for the cost of capture, containment or disposal of any hazardous waste materials, or hazardous materials, encountered in any of the Covered System(s) and /or during performance of the Services. Said materials shall at all times remain the responsibility and property of Customer. Company shall not be responsible for the testing, removal or disposal of such hazardous materials 16. Remote Service. If Customer selects Remote Service, Customer understands and agrees that, while Remote Service provides for communication regarding Customers fire alarm system to Company via the intemet, Remote Service does not constitute monitoring of the system and Customer understands that Remote Service does not provide for Company to contact the fire department or other authorities in the event of a fire alarm. The Customer understands that if it wishes to receive monitoring of its fire alarm system and notification of the fire department or other authorities in the event of a fire alarm, it must select monitoring services as a separate service under this Agreement. CUSTOMER FURTHER UNDERSTANDS AND AGREES THAT THE TERMS OF SECTION 171 OF THIS AGREEMENT APPLY TO REMOTE SERVICE. 17, Monitoring Services. If Customer has selected Monitoring services, the following shall apply to such services: A. Alarm Monitoring Service. Customer agrees and acknowledges that Company's sole and only obligation under this Agreement shall be to provide alarm monitoring, notification, and /or Runner services as set forth in this Agreement and to endeavor to notify the party(ies) identified by Customer on the Contact/Call List ( "Contacts ") and /or Local Emergency Dispatch Numbers for responding authorities. Upon receipt of an alarm signal, Company may, at our sole discretion, attempt to notify the Contacts to verify the signal is not false. If we fail to notify the Contacts or question the response we receive, we will attempt to notify the responding authority. In the event Company receives a supervisory signal or trouble signal, Company shall endeavor to promptly notify one of the Contacts. Company shall not be responsible for a Contact's or responding authority's refusal to acknowledge /respond to Company's notifications of receipt of an alarm signal, nor shall Company be required to make additional notifications because of such refusal. The Contacts are authorized to act on Customer's behalf and, if so designated on the Contacf/Call List, are authorized to cancel an alarm prior to the notification of authorities. Customer understands that local laws, ordinances or policies may restrict Company's ability to provide the alarm monitoring and notification services described in this Agreement and/or necessitate modified or additional services and related charges to Customer. Customer understands that Company may employ a number of industry- recognized measures to help reduce occurrences of false alarm signal activations. These measures may include, but are not limited lo, implementation of industry- recognized default settings; implementation of "partial clear time bypass" procedures at our alarm monitoring center and other similar measures at our sole discretion from time to time. THESE MEASURES CAN RESULT IN NO ALARM SIGNAL BEING SENT FROM AN ALARM ZONE IN CUSTOMER'S PREMISES AFTER THE INITIAL ALARM ACTIVATION UNTIL THE ALARM SYSTEM IS MANUALLY RESET. Upon receiving notification from Company that a fire or gas detection (e.g. carbon monoxide) signal has been received, the responding authority may forcibly enter the premises. Cellular radio unit test supervision, if provided under this Agreement, provides only the status of the cellular radio unit's current signaling ability at the time of the lest communication based on certain programmed intervals and does not serve to detect the potential loss of radio service at the time of an actual emergency event. Company shall not be responsible to provide monitoring services under this Agreement unless and until the communication link between Customer's premises and Company's Monitoring Center has been tested. SUCH SERVICES ARE PROVIDED WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. B Limitation of Liability; Limitations of Remedy. Customer understands that Company offers several levels of Monitoring Services and that the level described has been chosen by Customer after considering and balancing various levels of protection afforded and their related costs. It is understood and agreed by the Customer that Company is not an insurer and that insurance coverage, if any, shall be obtained by the Customer and that amounts payable to Company hereunder are based upon the value of the Monitoring Services and the scope of liability set forth in this Agreement and are unrelated to the value of the Customers property and the property of others located on the premises. Customer agrees to look exclusively to the Customer's insurer to recover for injuries or damage In the event of any loss or injury and that Customer releases and waives all right of recovery against Company arising by way of subrogation. Company makes no guaranty or Warranty, including any implied warranty of merchantability or fitness for a particular purpose that equipment or services supplied by Company will detect or avert occurrences or the consequences there from that the equipment or service was designed to detect or avert, it is Impractical and extremely difficult to fix the actual damages, if any, which may proximately result from failure on the part of Company to perform any of its monitoring obligations under this Agreement. Accordingly, Customer agrees that, Company shall be exempt from liability for any loss, damage or injury arising directly or indirectly from occurrences, or the consequences there from, which the equipment or service was designed to detect or avert. Should Company be found liable for any loss, damage or injury arising from a failure of the equipment or service in any respect, Company's liability with respect to Monitoring Services shall be the lesser of the annual fee for Monitoring Services allocable to the site where the Incident occurred or two thousand five hundred ($2,500) dollars. Such sum shall be complete and exclusive. If Customer desires Company to assume greater liability, the parties shall amend this Agreement by attaching a rider setting forth the amount of additional liability and the additional amount payable by the Customer for the assumption by Company of such greater liability, provided however that such rider shall in no way be interpreted to hold Company as an insurer. SG0001 US.ENG (Rev. 1212010) Pa; " -f 10 © 2010 SimplexGrinneli LP. All rights reserved -16- IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM ANY SERVICING, ALTERATIONS, MODIFICATIONS, CHANGES, OR MOVEMENTS OF THE COVERED SYSTEM(S), AS HEREINAFTER DEFINED, OR ANY OF ITS COMPONENT PARTS BY THE CUSTOMER OR ANY THIRD PARTY. COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM THE USE, LOSS OF THE USE, PERFORMANCE, OR FAILURE OF THE COVERED SYSTEM(S) TO PERFORM. The limitations of liability set forth in this Agreement shall inure to the benefit of all parents, subsidiaries and affiliates of Company, whether direct or Indirect, Company's employees, agents, officers and directors. C. Indemnity, Insurance. Customer agrees to indemnify, hold harmless and defend Company against any and all lasses, damages, costs, including expert fees and costs, and expenses including reasonable defense costs, arising from any and all third party claims for personal injury, death, property damage or economic loss, arising in any way from any act or omission of Customer or Company relating in any way to the Monitoring Services provided under this Agreement, whether such claims are based upon contract, warranty, tort (including but not limited to active or passive negligence), strict liability or otherwise. Company reserves the right to select counsel to represent it in any such action. Customer shall name Company, its officers, employees, agents, subcontractors, suppliers, and representatives as additional insureds on Customer's general liability and auto liability policies. D. No modification. Modification to Sections 17 B or C may only be made by a written amendment to this Agreement signed by both parities specifically referencing Section 17 B and /or C, and no such amendment shall be effective unless approved by the manager of Company's Central Monitoring Center, E. Customer's Duties. In addition to Customers duty to indemnify, defend, and hold Company harmless pursuant to this Section 17: i. Customer agrees to furnish the names and telephone numbers of all persons authorized to enter or remain on Customer's premises and /or that should be notified in the event of an alarm (the Contact/Call List) and Local Emergency Dispatch Numbers and provide all changes, revision and modifications to the above to Company in writing in a timely manner. Customer must ensure that all such persons are authorized and able to respond to such notification. ii. Customer shall carefully and property test and set the system immediately poor to the securing of the premises and carefully test the system in a manner prescribed by Company during the term of this Agreement. Customer agrees that it is responsible for any losses or damages due to malfunction, miscommunication or failure of Customer's system to accurately handle, process or communicate date data. If any defect in operation of the System develops, or in the event of a power failure, interruption of telephone service, or other interruption at Customer's premises of signal or data transmission through any media, Customer shall notify Company immediately. If space /interior protection (i.e. ultrasonic, microwave, infrared, etc.) is part of the System, Customer shall walk test the system in the manner recommended by Company. iii. When any device or protection is used, including, but not limited to, space protection, which may be affected by turbulence of air, occupied airspace change or other disturbance, forced air heaters, air conditioners, horns, bells, animals and any other sources of air turbulence or movement which may interfere with the effectiveness of the System during closed periods while the alarm system is on, Customer shall notify Company iv. Customer shall promptly reset the System after any activation. v. Customer shall notify Company regarding any remodeling or other changes to the protected premises that may affect operation of the system. vi. Customer shall cooperate with Company in the installation, operation and /or maintenance of the system and agrees to follow all instructions and procedures which may be prescribed for the operation of the system, the rendering of services and the provision of security for the premises. vii. Customer shall pay all charges made by any telephone or communications provider company or other utility for installation, leasing, and service charges of telephone lines connecting Customer's premises to Company. Customer acknowledges that alarm signals from Customers premises to Company are transmitted over Customers telephone or other transmission service and that in the event the telephone or other transmission service is out of order, disconnected, placed on "vacation ", or otherwise interrupted, signals from Customer's alarm system will not be received by Company, during any such interruption in telephone or other transmission service and the interruption will not be known to Company. Customer agrees that in the event the equipment or system continuously transmits signals reasonably determined by Company to be false and /or excessive in number, Customer shall be subject to the additional costs and fees incurred by Company in the receiving and /or responding to the excessive signals and /or Company may at its sole discretion terminate this Agreement with respect to Monitoring services upon notice to Customer. F. Communication Facilities. I. Authorization. Customer authorizes Company, on Customers behalf, to request services, orders or equipment from a telephone company, wireless carrier or other company providing communication facilities, signal transmission services or facilities under this Agreement (referred to as " Communication Company "). Should any third party service, equipment or facility be required to perform the Monitoring services set forth in this Agreement, and should the same be terminated or become otherwise unavailable or impracticable to provide, Company may terminate Monitoring services upon notice to Customer. fl. Digital Communicator. Customer understands that a digital communicator (DACTL if installed under this Agreement, uses traditional telephone lines for sending signals which eliminate the need for a dedicated telephone line and the costs associated with such dedicated lines. it!. Derived Local Channel. The Communication Company's services provided to Customer in connection with the Services may include Derived Local Channel service. Such service may be provided under the Communication Company's service marks or service names. These services include providing lines, signal paths, scanning and transmission. Customer agrees that the Communication Company's liability is limited to the same extent Company's liability is limited pursuant to this Section 17. Iv. CUSTOMER UNDERSTANDS THAT COMPANY WILL NOT RECEIVE ALARM SIGNALS WHEN THE TELEPHONE LINE OR OTHER TRANSMISSION MODE IS NOT OPERATING OR HAS BEEN CUT, INTERFERED WITH OR IS OTHERWISE DAMAGED OR IF THE ALARM SYSTEM IS UNABLE TO ACQUIRE, TRANSMIT OR MAINTAIN AN ALARM SIGNAL OVER CUSTOMER'S TELEPHONE SERVICE FOR ANY REASON INCLUDING NETWORK OUTAGE OR OTHER NETWORK PROBLEMS SUCH AS CONGESTION OR DOWNTIME, ROUTING PROBLEMS, OR INSTABILITY OF SIGNAL QUALITY. CUSTOMER UNDERSTANDS THAT OTHER POTENTIAL CAUSES OF SUCH A FAILURE OVER CERTAIN TELEPHONE SERVICES (INCLUDING BUT NOT LIMITED TO SOME TYPES OF DSL, ADSL, VOIP, DIGITAL PHONE, INTERNET PROTOCOL BASED PHONE OR OTHER INTERNET INTERFACE -TYPE SERVICE OR RADIO SERVICE, INCLUDING CELLULAR OR PRIVATE RADIO, ETC. (" NON - TRADITIONAL TELEPHONE SERVICE ")) INCLUDE BUT ARE NOT LIMITED TO: (1) LOSS OF NORMAL ELECTRIC POWER TO CUSTOMER'S PREMISES (THE BATTERY BACK -UP FOR THE ALARM PANEL DOES NOT POWER TELEPHONE SERVICE); AND (2) ELECTRONICS FAILURES SUCH AS A MODEM MALFUNCTION. CUSTOMER UNDERSTANDS THAT COMPANY WILL ONLY REVIEW THE INITIAL COMPATIBILITY OF CUSTOMER'S ALARM SYSTEM WITH NON - TRADITIONAL TELEPHONE SERVICE AT THE TIME OF INITIAL CONNECTION TO COMPANY'S MONITORING CENTER AND THAT CHANGES IN CUSTOMER'S TELEPHONE SERVICE'S DATA FORMAT AFTER THE INITIAL REVIEW OF COMPATIBILITY COULD MAKE CUSTOMER'S TELEPHONE SERVICE UNABLE TO TRANSMIT ALARM SIGNALS TO COMPANY'S MONITORING CENTERS. IF COMPANY DETERMINES IN ITS SOLE DISCRETION THAT IT IS COMPATIBLE, COMPANY WILL PERMIT CUSTOMER TO USE NON- TRADITIONAL TELEPHONE SERVICE AS THE SOLE METHOD OF TRANSMITTING ALARM SIGNALS, ALTHOUGH CUSTOMER UNDERSTANDS THAT COMPANY RECOMMENDS THE USE OF AN ADDITIONAL BACK -UP METHOD OF COMMUNICATION TO CONNECT CUSTOMER'S ALARM SYSTEM TO THE MONITORING CENTER REGARDLESS OF THE TYPE OF TELEPHONE SERVICE USED. CUSTOMER ALSO UNDERSTANDS THAT IF COMPANY DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S NON - TRADITIONAL TELEPHONE SERVICE IS OR LATER BECOMES NON - COMPATIBLE, OR IF CUSTOMER CHANGES TO ANOTHER NON - TRADITIONAL TELEPHONE SERVICE THAT IS NOT COMPATIBLE, THEN COMPANY REQUIRES THAT CUSTOMER USE AN ALTERNATE METHOD OF COMMUNICATION ACCEPTABLE TO COMPANY AS THE PRIMARY METHOD TO CONNECT CUSTOMER'S ALARM SYSTEM TO THE MONITORING CENTER. CUSTOMER UNDERSTANDS THAT TRANSMISSION OF FIRE ALARM SIGNALS BY MEANS OTHER THAN A TRADITIONAL TELEPHONE LINE MAY NOT BE IN COMPLIANCE WITH AND CODES, CUSTOMER ALSO UNDERSTANDS THAT IF THE ALARM SYSTEM HAS A LINE CUT FEATURE, IT MAY NOT BE ABLE TO DETECT IF A NON - TRADITIONAL TELEPHONE SERVICE LINE IS CUT OR INTERRUPTED, AND THAT COMPANY MAY NOT BE ABLE TO PROVIDE CERTAIN AUXILIARY MONITORING SERVICES THROUGH A NON - TRADITIONAL TELEPHONE LINE OR SERVICE. CUSTOMER FURTHER UNDERSTANDS THAT THE ALARM PANEL MAY BE UNABLE TO SEIZE THE PHONE LINE TO TRANSMIT AN ALARM SIGNAL IF ANOTHER CONNECTION IS OFF THE HOOK DUE TO IMPROPER CONNECTION OR OTHERWISE. G. Verification; Runner Service. Some jurisdictions may require alarm verification by telephone or on -site verification (Runner Service) before dispatching emergency services. In the event that a requirement of alarm verification becomes effective after the date of this Agreement, such services may be available at an additional charge. Company shall not be held liable for any delay or failure of dispatch of emergency services arising from such verification. Where Runner Service is indicated, such services may be provided by a third party. COMPANY WILL NOT ARREST OR DETAIN ANY PERSON. H. Personal Emergency Response Service. If Customer has selected Personal Emergency Response Services, Customer agrees that the very nature of Personal Emergency Response Services, irrespective of any delays, involves uncertainty, risk and possible serious injury, disability or death, for SGO001 US.ENG (Rev. 1212010) Pat 17 f 10 0 2010 SimplexGrinnell I.P. All rights reserved which Company should not under any circumstances be held responsible or liable; that the equipment furnished for Personal Emergency Response Services is not foolproof and may experience signal transmission failures or delays for any number of reasons, whether or not our fault or under Company's control; that the actual time required for medical emergency providers to arrive at the premises and /or to transport any person requiring medical attention is unpredictable and that many contributing factors, including but not limited to such things as telephone network operation, distance, weather, road and traffic conditions, alarm equipment function and human factors, both with responding authorities and with Company, may affect response 18, Limited Warranty. COMPANY WARRANTS THAT ITS WORKMANSHIP AND MATERIAL, EXCLUDING MONITORING SERVICES, FURNISHED UNDER THIS AGREEMENT WILL BE FREE FROM DEFECTS FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF FURNISHING. Where Company provides product or equipment of others, Company will warrant the product or equipment only to the extent warranted by such third party. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS OR EQUIPMENT, IF ANY, SUPPORTED HEREUNDER. COMPANY MAKES NO WARRANTY OR REPRESENTATION, AND UNDERTAKES NO OBLIGATION TO ENSURE BY THE SERVICES PERFORMED UNDER THIS AGREEMENT, THAT COMPANY'S PRODUCTS OR THE SYSTEMS OR EQUIPMENT OF THE CUSTOMER WILL CORRECTLY HANDLE THE PROCESSING OF CALENDAR DATES BEFORE OR AFTER DECEMBER 31, 1999. 19. Taxes, Fees, Fines, Licenses, and Permits. Customer agrees to pay all sales tax, use tax, property tax, utility tax and other taxes required in connection with the equipment and services listed, including telephone company line charges, if any. Customer shall comply with all laws and regulations relating to the equipment and its use and shall promptly pay when due all sales, use, property, excise and other taxes and all permit, license and registration fees now or hereafter imposed by any government body or agency upon the equipment or its use. Company may, without notice, obtain any required permit, license or registration for Customer at Customers expense and charge a fee for this service. If Customer fails to maintain any required licenses or permits, Company shall not be responsible for performing the services and may terminate the services without notice to Customer. 20. Outside Charges. Customer understands and accepts that Company specifically denies any responsibility for charges associated with the notification or dispatching of anyone, including but not limited to lire department, police department, paramedics, doctors, or any other emergency personnel, and if there are any charges incurred as a result of said notification or dispatch, said charges shall be the responsibility of Customer. 21. Insurance. Customer shall name Company, its officers, employees, agents, subcontractors, suppliers, and representatives as additional insureds on Customers general liability and auto liability policies. 22. Waiver of Subrogation. Customer does hereby for itself and all other parties claiming under it release and discharge Company from and against all hazards covered by Customers insurance, it being expressly agreed and understood that no insurance company or insurer will have any right of subrogation against Company. 23, Force Majeure, Exclusions. Company shall not be responsible for delays, interruption or failure to render services due to causes beyond its control, including but not limited to material shortages, work stoppages, fires, civil disobedience or unrest, severe weather, fire or any other cause beyond the control of Company. This Agreement expressly excludes, without limitation, provision of fire watches; reloading of, upgrading, and maintaining computer software; making repairs or replacements necessitated by reason of negligence or misuse of components or equipment or changes to Customer's premises; vandalism; power failure; current fluctuation; failure due to non - Company installation; lightning, electrical storm, or other severe weather; water; accident; fire; acts of God; testing inspection and repair of duct detectors, beam detectors, and UV /IR equipment; provision of fire watches; clearing of ice blockage; draining of improperly pitched piping; batteries; recharging of chemical suppression systems; reloading of, upgrading, and maintaining computer software; corrosion (including but not limited to micro - bacterially induced corrosion ( "MIC")); cartridges greater that 16 grams; gas valve installation; or any other cause external to the Covered System(s) and Company shall not be required to provide Service while interruption of service due to such causes shall continue. This Agreement does not cover and specifically excludes system upgrades and the replacement of obsolete systems, equipment, components or parts. All such services may be provided by Company at Company's sole discretion at an additional charge. If Emergency Services are expressly included in the Service Solution, the Agreement price does not include travel expenses. 24. Delays. Company shall have no responsibility or liability to Customer or any other person for delays in the installation or repair of the System or the performance of our Services regardless of the reason, or for any resulting consequences. 25. Termination. Company may terminate this Agreement immediately at its sole discretion upon the occurrence of any Event of Default as hereinafter defined. Company may also terminate this Agreement at its sole discretion upon notice to Customer if Companyrs performance of its obligations under this Agreement becomes impracticable due to obsolescence of equipment at Customer's premises or unavailability of parts. 26. No Option to Solicit. Customer shall not, directly or indirectly, on its own behalf or on behalf of any other person, business, corporation or entity, solicit or employ any Company employee, or induce any Company employee to leave his or her employment with Company, for a period of two years after the termination of this Agreement. 27, Default, An Event of Default shall include 1) any full or partial termination of this Agreement by Customer before the expiration of the then - current Term, 2) failure of the Customer to pay any amount within ten (10) days after the amount is due and payable, 3) abuse of the System or the Equipment, 4) failure by Customer to observe, keep or perform any term of this Agreement; 5) dissolution, termination, discontinuance, insolvency or business failure of Customer. Upon the occurrence of an Event of Default, Company may pursue one or more of the following remedies, 1) discontinue furnishing Services, 2) by written notice to Customer declare the balance of unpaid amounts due and to became due under the this Agreement to be immediately due and payable, provided that all past due amounts shall bear interest at the rate of 1 %% per month (18% per year) or the highest amount permitted by law, 3) receive immediate possession of any equipment for which Customer has not paid. 4) proceed at law or equity to enforce performance by Customer or recover damages for breach of this Agreement, and 5) recover all casts and expenses, including without limitation reasonable attorneys' fees, in connection with enforcing or attempting to enforce this Agreement. 28. One -Year Limitation on Actions; Choice of Law. It is agreed that no suit, or cause of action or other proceeding shall be brought against either party more than one (1) year after the accrual of the cause of action or one (1) year after the claim arises, whichever is shorter, whether known or unknown when the claim arises or whether based on tort, Agreement, or any other legal theory. The laws of Massachusetts shall govern the validity, enforceability, and interpretation of this Agreement. 29. Assignment. Customer may not assign this Agreement without Company's prior written consent. Company may assign this Agreement without obtaining Customer's consent. 30. Entire Agreement. The parties Intend this Agreement, together with any attachments or Riders (collectively the "Agreement) to be the final, complete and exclusive expression of their Agreement and the tens and conditions thereof. This Agreement supersedes all prior representations, understandings or agreements between the parties, written or oral, and shall constitute the sole terms and conditions relating to the Services. No waiver, change, or modification of any terms or conditions of this Agreement shall be binding on Company unless made in writing and signed by an Authorized Representative of Company. 31. Headings. The headings in this Agreement are for convenience only. 32. Severability. If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, this Agreement will continue to be valid as to the other provisions and the remainder of the affected provision. 33. Electronic Media. Customer agrees that Company may scan, image or otherwise convert this Agreement into an electronic formal of any nature. Customer agrees that a copy of this Agreement produced from such electronic format is legally equivalent to the original for any and all purposes, including litigation. Customer agrees that Company's receipt by fax of the Agreement signed by Customer legally binds Customer and such fax copy is legally equivalent to the original for any and all purposes, including litigation. 34. Legal Fees. Company shall be entitled to recover from the Customer all reasonable legal fees incurred in connection with Company enforcing the terns and conditions of this Agreement. 35. License Information (Security System Customers): AL Alabama Electronic Security Board of Licensure 7956 Vaughn Road, PMB 392, Montgomery, Alabama 36116 (334) 264 -9388: AR Regulated by: Arkansas Board of Private Investigators and Private Security Agencies, #1 State Police Plaza Drive, Little Rock 72209 (501)618 -8600: CA Alarm company operators are licensed and regulated by the Bureau of Security and Investigative Services, Department of Consumer Affairs, Sacramento, CA, 95814. Upon completion of the installation of the alarm system, the alarm company shall thoroughly instruct the purchaser in the proper use of the alarm system. Failure by the licensee, without legal excuse, to substantially commence work within 20 days from the approximate date specified in the agreement when the work will begin is a violation of the Alarm Company Act: NY Licensed by the N.Y.S. Department of the State: TX Texas Commission on Private Security, 5805 N. Lamar Blvd., Austin, TX 78752 -4422, 512 -424 -7710. License numbers available at www.simplexgrinnelLearn or contact your local SimplexGrinnell office. SG0001 US.ENG (Rev. 12/2010) Pal ; - )f 10 © 2010 SimplexGrinnell LP. All rights reserved