EFTA01112894.pdf

Stanley Convergent Security Solutions, Inc. Security Solutions Installation and Service Agreement No. Q•00416828 This Agreement is mode and entered into this 12th day of August 2013 between &Arley Convergent Security Solutions. Inc.. with its principal oboe located at 55 Shuman Blvd. Naperville. Nest 60563. hereinafter referred to as 'SCSS and NES.LLC 9 East 71st Sued, hereinafter referred to as 'Customer% 1. System and Service El SCSS will sell andinstall. provide warranty and alter.wananty repair service, tinter provide monitoring and ether services for the security systems (indvidually or collectively the 'System or 'Sold System') as described on the attached Schedule of Earipment and Services (the Schedule., O SCSS will instal. provide repair service and amide monitcring and the ether services for the security systems (indviduSly or collectively the 'System' or -SCSS System) described on the attached Schedule. A SCSS System remains the sole and exclusive property of SCSS. The Systemwill be installed at the premises of the Customer located at: 9 East 71st Street. New York. NY 10021 Customer agrees that it has chosen this ^skin and understands that additional or dilerent protection is available for a higher price. 2. Term. Renewal and Expiration A. This Agreement is effective as el the execution dale of this Agreement and for me of the System and services shall have an initial term el Standard 60 Months (5 Years) horn the dale the System first becomes operative under this Agreement. and thereafter shell be automatically renewed for consecMine terms el twelve 02) months, except where prohibited by appIcable low in which case the Agreement wit renew from month to month. unless ether party gives written notice al least sixty 160) days prior to the end al such term. to the ether of irten1 to dew the Agreement to emire as of the end of the thencarent term. 1. Payment and Scope (prices do net include any applicable state and local sales or use tax): A. Payment - Customer agrees to pay SCSS: i. 563.000.00 EX the price of a Sold System and the instailaton of the System a. $0.00 upon signing of this Agreement. b. Progress payments as Idlows: e. $0.00 upon completion el the installation 931.00 la services per month. as described in the Schedtle of Service and Protection. payable 0 monthly O quantity 0 semi-annually or 0 annually, in advance commencing from the first (1st) day of the month Idlowing the date the system tea:onesoperative. Customer also agrees to pay Merlin charges in the tureuM of approximately 1/30th of the monthly charges for each day from and inckicIng the date the system becomes operative until the Ord (I sO at the Idlowing month. ii. SCSS may at any aloe following the **raw el 21Months (2 Years) of this Agreement. increase the monthly charge specified in 3Aii. once in any 24 Months (2 Years) period. If SCSS increases the basic monthly charge in any year by an amount greater than 3% percent. Customer may terminate the Agreement upon written notice to SCSS within fifteen (15) days of notification of sigh increase. B. Services i. SCSS will provide the services specified on the attached Schedule. For a Sold System. at the expiration of the limited warranty. repair service will be on a true and material bees unless Customer subscribes to a service plan described on the Schedule. Repair services for a SCSS System are desmited on the Schedule. 4. Liquidated Damages and SCSS's Limits of Liability A II is understood and agreed by the parties hereto that SCSS is providing a System ands service designed to reduce the risk of loss only: that the payments provided ler herein are based solely en the value el the use of the System ardfor services as described herein and are unrdated to the value of any properly loaded on Customer's premises: that SCSS is not liable for losses when may occur in cases of mallunction or nonlaction of any System provided by. or serviced by. SCSS. that SCSS is not liable for losses when may occur in the monitoring. mooring. signal handling or &matching aspects of the service. even if due to SCSS's negligenceor blure of performance: that SCSS isnot liable for losses resulting from failure to warn or inadequate fairing; that SCSS is not an insurer:and that insurance covering personal injury. property loss. damage to and on Customer's premises must be obtained ander maintained by Customer. Customer understands that it is Customer's duty to purchase such insurance: that SCSS afters several levels of protection and services and that the Systeman:For service descrbed in the Schedule of Service and Protection has been dentin by Customer after considering and baancing the levels of protection afforded by various systems and the related costs. B. IT IS AGREED THAT IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FD( ACTUAL DAMAGES WHICH MAY ARISE IN SITUATIONS WHERE THERE MAY BE A FMLURE OF TIE SYSTEM ANDOR SERVICES PROVIDED. DUE TO THE UNCERTAIN NATURE OF POTENTIAL DAMAGES ANOOR VALUE OF CUSTOMER'S PROPERTY OR TIE 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.INCLUDING LOSS DAMAGE. OR INABILITY TO OR IMPAIRMENT OF ACCESS TO CUSTOMER'S DATA INABILITY OF SCSS 70 GUARANTEE POLICE. FIRE DEPARTMENT AND MEDICAL ALERT RESPONSE TIME. AND ESTABLISHING A CAUSAL CONNECTION BETWEEN THE SYSTEM OR SERVICE PROBLEMS AND CUSTOMER'S POSSIBLE LOSS OR INURIES TO THIRD PARTIES. THEREFORE IF ARTICLE 4A ISJUDICIAU-Y DETERMINED TO BE INVALID OR UNENFORCEABLE AND ANY LIABILITY ISJUDICALLY IMPOSED ON 5055. ITS EMPLOYEES. AGENTS OR REPRESENTATIVES. FOR PROPERTY DAMAGE OR PERSONAL INJURY. SUCH LIABILITY SHALL BE LIMITED TO AN AMOUNT EOUAL TOME ANNUAL SERVICE CHARGE OR 510.030.V/HICHEVER IS LESS. (IF THERE IS NO ANNUAL SERVICE CHARGE. SCSSS LIABILITY SHALL BE LIMITED TO$S00). THIS SUM SHALL BE PAID AND RECEIVED EITHER (I) AS LIQUIDATED DAMAGES AND NOT ASA PENALTY. OR (iff AS A LOATATION OF LIABILITY APPROVED AND AGREED UPON BY THE PARTIES. THE PAYMENT OF THIS AMOUNT SHALL BE SCESS SOLE AND EXCLUSIVE LIABILITY REGARDLESS OF WHETHER LOSS OR DAMAGE IS CAUSED BY THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS UNDER THIS CONTRACT OR BY NEGLIGENCE. ACTIVE OR OTHERWISE. OF SCSS. ITS EMPLOYEES. AGENTS OR REPRESENTATIVES. NO 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 MAY OBTAIN FROM 5055 AN ADDITIONAL AMOUNT OF LIMITED LIABILITY OR LIQUIDATED DAMAGES BY PAYING AN ADDITIONAL MONTHLY SERVICE CHARGE TOSCS. SUBJECT TO WRITTEN APPROVAL BY AN AUTHORIZED SCSS REPRESENTATIVE SETTING FORTH SAID TERMS. THIS CLAUSE WILL IN NOWAY BE INTERPRETED TO ESTABLISH SCSS AS AN INSURER. C. SINCE THE PARTIES AGREE THAT CUSTOMER RETAINS THE SOLE RESPONSIBILITY FOR THE LIFE AND SAFETY OF ALL PERSONS IN ITS PREMISES. AND FOR PROTECTING AGAINST LOSSES TO USHER OWN PROPERTY OR THE PROPERTY OF OTHERS IN ITS PREMISES, CUSTOMER AGREES TO INDEMNIFY AND SAVE HARMLESS SCSS. ITS EMPLOYEES. AGENTS. AND REPRESENTATIVES FROM AND AGMNST ALL CLAIMS. LAWSUITS AND LOSSES. BY PERSONS NOT A PARTY TO THIS AGREEMENT. ALLEGED TO BE CAUSED BY TIE 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. With respect b SCSS owned 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 MODIFY SCSSS RIGHTS AS DESCRIBED IN THIS SECTION OR OTHER SECTIONS OF THIS AGREEMENT OR APPLICABLE SCHEDULE E. Paragraphs A through D of this Articled shall apply to any other company er amity. and the work it perbrm s. which. in sleben to SCSS. furnishes as a subcontractor or otherwise, eery aqui:trent. instalation. monitoring. repairs or other services provided hereunder. F. LIMITED WARRANTY. [SOLD SYSTEM ONLY( SCSS warrants that the equipmenlwil be free from detects in material and workmanship lor a period of Standard 90 Days from the date the security system is placed into operation. II during this warranty period. any of the equipment or pans are defective a molfwgtion. they will be repaired or replaced. at SCSSs sole option, free ol charge. Warrarty repair is dime 8 am-I pm Monday through Friday. excludng holidays. This warranty will not apply it the damage or mallunction occurs because the system has bean adjusted. added to. altered. abused, misused or tampered with by the Customer, operated a used contrary to the operating instructions. software has been used with an operating system other than that specified by SCSS or its mired equOrrent manufacturer COEM1. performance issues relating to the use of Cud's-tees data network(s). power °actuations. or any other cause not within the cause or control el SCSS. 8 inspection by SCSS lash disclose any defect covered by this Mated ecnipment warranty the ectsiornent will be repaired a terraced at CuSICeneRS expense and SCSS's regular service charges vdI apply. DISCLAIMER OF ALL OTHER WARRANTIES: EXCEPT FOR THE FOREGOING LIMITED EOU1PMENT WARRANTY DESCRIBED ABOVE. SCSS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THAT THE SYSTEM OR SERVICE SUPPLIED MAY NOT BE COMPROMISED. OR THAT THE SYSTEM OR SERVICE WILL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH IT IS INTENDED. IN NO EVENT. WLL SCSS. ITS EMPLOYEES. OR AGENTS OR REPRESENTATIVES BE RESPONSIBLE FOR CONSEQUENTIAL. SPECIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER. SCSS MAKES NO WARRANTES CONCERNING ANY EQUIPMENT OR DEVICES ATTACHED TO CUSTOMERS SYSTEM UhLESS SUCH EQUIPMENT OR DEVICES WERE ORIGINALLY PURCHASED AND INSTALLED UNDER THIS AGREEI/F-NT. STATE LAW: SOME STATES DO NOT ALLOW TIE EXCLUSION OR THE LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES. OR A LOATATION ON 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. la At M 7'n02013) AL sat 1222 1370 1472. Naband EleCtrOfie SeCuLly Beard d Ilmeauro. 79% Veer AS. a AL 061% 1334} 264.3388; 48682 AZ RCC204975: AR E2010 0017. Rogelx% al laents I% a FInwe Meemmicrs as Page Smarty Apenties ill Slate Price Para De tide A.:44 AP 72209 61843%0 CA $41019 C-7. 10. . ACC4035. Atm Mowry Opentom zee loaned and mates ex the 007RuceSeeteGy & inmilgatle.3001%.. O.% d Ce•n.m> Main. Seetam4010. CA 96814 DE 01.1% FAIGEOt. FL FF0000772 OA LYLN.05936. IA CI19526. I. I27011274. KY 338. IA FI162. F875, F1272 MA 3611C 10107.162& Marylami SW, Pelee Uomeseq Decon. 1111 RaclalaMen RI P.1.40.41.. to 21203.13 SIOIX16 302205772 MN TSGI238. YB 19007.SC. MT FPL BEL-X0132. NC 40%-8.P.FAAV. 2 l&SCSA Awe SILwn Liewastm W. 4931 010m030 Are Sso 200. 92.40., NC 276t2 0/I978.452411- I% 1074455 65942: HMCO 7200 NM 374554 Me ICC ERR. 007ION: 0378003 NV 12003231169 Lvewc44. by NYS ENO 0. WRY ON 33491%2 CR 933 Ca 18.932 .34 032730 Fa MI: SC FACMG7 MSS% TN 1183. 1540. 1448 1660. 1446. 368 CE.O 6%28 TX ACR2629 ECRII.21. 1932140. UT 5704:68.6502 VA 2705 08723%. 11.5481. 00maRnemalndVmria. MP M CiWitkli Jab) Seniors. 1101 Si* Street RENTON. VA 23219. WA STAHLES9251.2 WI 909327 WY LE-G.2317M CANADA tOAIRE I R1343 27292609 6-51 REV 12013.03W 00041%26 Rip I Of 4 EFTA01112894  Stanley Convergent Security Solutions, Inc. Security Solutions S. Miscellaneous Charges and Increase in Charges A. Customer :dial pay any C.v. State cc Federal taxes. lees or ted-ger. when are imposed upccr the erepment. the installation Aleteal or pcflounan--e of the services provided kr herein. inducing any increases in charges to SCSS tar bathes required for traremisson of :grab under this Agreement. B. At SCSS's option, a fee may be charged for any false alarm caused by Customer or for any umeoessary service run. If either SCSS or Customer is assessed any line or penally by any municipally. fire or police protection district as a result el any lase Sarni. Customer shall pay the lull amount of such line v penally. C. Charges Lel MI free telephone usage. il selected by Ctistelref, are included in the payment desabed in paragraph 3(A). SCSS may immedately increase is monthly charges le reflect any increase in charges lor tot tree striae. Customer shall pay any ether telephone company tontine charges. inducing inslalation. D. Installation charges sat fort, in Article 3 assume instalatian we be performed during SCSS's normal working hours and using its own personnd. If Cuslorner requests tie ialanatian or any part thereat lo be performed outside ordinary bus:less hours, or if the instalation rrusl be performed bycuts:de contrados. or SCSS's verge rates do not apply as a result of prevailing wage requirements. or otherwise. then the ialtrtation charge will be adusled accordingly. E. If any government agency requires any changes in the system orignally installed. Customer agrees to pay for such changes. h is Customer's responsbitty to obtain all alarm use event required by tie local Vrisdolon. F. The prices quoted for the alarm systemare based upon the number of components. type al security and service specified in the Schedule. Shedd Customer request or require additional protection. securitydevices or services, this tray allect the final conked price. Cost associated with conditions nol apparent al SCSS's initial survey and for delaysother than caused by SCSS will be borne by Customer at SCSS's then current rates. SCSS shal charge interest al the rale of I %4%per month or the rnaernum permitted by lax, en any delinquent balance. A balance becomes delnquent Oily (30) days alter payment is due under Mick 3. SCSS may also. upon written notice to Customer, slop providng monitoring arid maintenance services il Customer is ddinquenl on any payment. SCSS may charge $23.00 tar any NSF check or the maximum permitted bylaw. 6. Wither Obligations el Customer A. Customer shall not Imre, with, alter. adusl, add lo. elsburb. injure. move. mare. irderconnect wth other equipment er otherwise interfere with equipment installed by SCSS. nor shall Customer peril the same lobe done by others. II is further agreed that Customer indemnifies and holds SCSS harmless for any claim arising oil of the loregoing and that it any work is required to be perlormed by SCSS. due to Customer's beach of the foregoing obligations. Customer will pay SCSS for such week in accordance with SCSSs then.cunent prevailing charges. EL For those premises where SCSS is to provide monitoring. Customer shall furnish SCSS a lest of the names. titles, telephone numbers and signatures of all persons authorized to enter the premises of Customer during scheduled closed periods and shall be responsible ler updating such list. In cases of supervised service. Customer shal also burnish SCSS with an authorizeddaily and holiday opening and closing schedule. C. Customer shall sal the alarm system al such tines as Customer shall close its premises. Customer shall lest the alarm system prier to each closed period and shall immediately report to SCSS any claimed inadequacy in or lailure of the system. Customer shell perform a periodic walk test of any motion detection ebiprent used on the premises. D. Customer shall pemit SCSS access le the premises for any reason arising out of er in connection with SCSS's rights or cbligalices under INs Agreement. E Should any part el the system be damaged by lire. water. lightning. ads of God, third parties or any cause beyond the controlof SCSS, any repairs or replacement shall be paid for by Customer (Ordinary wear and tear excepted it the case of a SCSS owned system.) F. My claim by CUROMer of improper installation or a detect in tie system shall be made in writing to SCSS within thirty (30) days ol inslalation twopence,. Such obligation shall not waive Custom :es warranty rights under Article 45.. Limited Warranty. G. Customer represents and warrants that Customer is the owner of the premises or. if not. that the owner agrees and consents to the instalblice el the system on the premises. Customer shallindemnity and hold SCSS harmless from any losses or denages. including attorney fees. resulting nom breath of such representation and warranty, or earn SCSS's nabiity to recover system componentswhen Customer mimes out of the premises. H. For those premises where SCSS is to provide central station sprinkler sup:miseryand water flow alarm er automatic fire alarm service. Customer warrants and agrees that all alarm cakes. gale valves. pumps. compressors. inspector test connections. or other elements of the spate, system as now instated or le be instated, are. or will X. corrected V Customer's expense so as to bar acceptable to the insurance and other authorities having jurisdiction when equipped with SCSSs sensing devices. Customer further agrees to furnish any necessary voter through Custormes meter and at Customer's essense, to place hoods over any open forges or fires, and to ripe a0 baler Maw-offs and steam exhaust outside the premises to be protected. I. II is mulualy agreed that tie Customer assumes lull responsbitty la tie operation el any and all bypass or switch units provided for disconnecting or reconnecting the alarm sounding ander transmitting equipment al Customer's premises. J. Customer represents lhal. except to Oleextent it has given SCSS written notice prior to the execution of this Agreement. (i) the work arder services lobe performed hereunder are nal subject to any Federal. Sale or local prevailing wage statute er reglations. and (ii) to the test of its knowledge there is no astesles er presumed asbestos-containing material. lormaldehyde or other potentially toxic or hazardous material contained within. or in. on or under any portion of any area where work will be pertained under INs Agreement. If such materials (whether or net dsdesed by Customer) are dscovered and such materials provide an unsafe or untie...Out condition, such dscovery shall couthute a muse beyond SCSS's reasonable third and SCSS shal not start or avenue to paten is work under the contract untl Customer has remedied the unsafe or unlawful condition at Customer's sole expense. Customer shall ndernnify and hold SCSS and Ss assigns harmless from and against any and a0 cbirrs, costs and expenses of any knd (including attorney's fees) for fines, penalties. back wages. bodly injury. property damage. delay or work stoppage !hal arises under er results from a breachof the lunging represenlabans (moveless of whether or net Customer disclosed such materials to SCSSI. K. Customer agrees that SCSS may conduct a credit investigation and review. In such event. Customer shal provide. in a timely manner, such financial information as SCSS may request. Customer represents andwarrants that all such financial iteration accurately and coreplaely presets Customer's financial condition as of the date of execution of INs Agreement L Customer hereby authorizes SCSS to execute and file financing statements ander continuation statements under the Unilonn Commercial Code on Customer's behalf and to file such documents in all places where necessary to perfect SCSS's interest it the equipment. Customer agrees to execute any such instrurrents as SCSS may request from time to time. 7. Further Obligations el SCSS: Limitations • SCSS shal not be held responsble or liable lot delay in installation oldie system or intern-then of service, due to strikes, lockouts, riots, floods. fires. lighting. eels al God or any cause beyond the control el SCSS. including interruptions in telephone service. SCSS will not be required la perform installation er supply service to Customer while any such cause shall continue. Et If Customer has subsaibed to monitoring service. the System will be connected to SCSS's man/anon faolity (the 'Center). Unless specifically requested otherwise by the Customer and approved by SCSS's Center. when a burglar earn signal from the alarm system is received, the Center wil first by to telephone Customer's preenses, and if there is no answer then will by to telephone the first amiable person on Customer's emergency call list, to verify whether or not an ern., 8...4 condition requiring police response exists. It there is no answer to both of these calls or the person contacted indcales that an emergency mists. the Center will attempt to notify the policedepartment. The Center yell also attempt to cot. :atone on the emergency cal list to adrtse them that the police have been notified. When a fire alarm held-up alarm or duress alarm signal is received, the Center wil attempt to notify the police or lire department or other emergency personnel and the first amiable person on the emergency all Isl. When a non-emergency signal is received, the Center will Platt to contact the penises or the Nei available person en the emergency call lot but wail not ^COY emergency authorities. The Canter may choose net to notify emergency personnd if it has reason to believe that an emergency condition does not exist. SCSS and Customer are obligated to comply with al notification and response requiernents imposed by governmental agencies having jurisddien ever the system. SCSS reserves the right to elscenti nue er change any particular response service Ss to such grearrerental er insurance requirements wthout notice. Customer consents to the tape and video recording of telephonic and video communications between Customer's prerrises and SCSS, and will inform its employees and third parties that such recordings are authorized. tl Customer's police or fire department now or in the future requires physical or visual verification of an emergency modifier, before responding to a request tor assistance. Customer agrees to subscrbe to such service it provided by SCSS, or otherwise comply wth such rethirements. and an addional fee may apply ler such services. C. If video equipment is installed, it may be integrated inns the system and. upon activation, well send a video transrnissien to the Center. The Center wit first attempt to verify the nature el the emergency by viewing the video. If tie Center 6:terrines that an emergency condition mists. il wit byte first telephone the premises, it available, and report the emergency condition. If there is no answer er the person answering confirms the emergency cordilion. then, based upon the nature of the emergency condilien. the Center will notify the proper police or fire department er other emergency pe and the next available person on the emergency call list. lithe Canter determines that an emergency condition does not exist a the video is inconclusive, the Center will use the notification procedures set lath in paragraph 70 above. D. Customer understands that, il the system instated is rnonilaed, due to the nature el the method used her communicating alarm signals to SCSSs monitoring center, there maybe limes when that communication method is not able to transnit signals and SCSS will not receive alarm signals. Digital communicators use standard telephone lines and SCSS does not receive signals when the let:phone system becomes noneseralional or the telephone line is placed on vacation status. cut. interfered wth or otherwise damaged. There will be times when any radio frequency meted such as cellular. public or private radio systems or Internet based zenith. cannot transmit an alarm signal due to lath of signal strength. network congestion. or artelabilty of a communications channel. Similarly, any other type of communication method installed under this Agreement also can experience an inabilly lo communicate alarm signals. Customer understands that SCSS otters several levels of communication methods of alarm signals to the monitoring center and that the Services described en the bent page ol this Agreement and en the Schedule of Service and Protection have been chosen by Customer alter considering and balancing the levels of protection &Horded by various canntriceficei methods and the related costs. Customer acknowledges and agrees that Customer is scaly responsible lor the selection el the type of communication method endwhether the silk:sagest of more than one communkalim method is required. Communications networks provided by peals. envy a- an la; of ', t TKI3, AL EER 1222 1278 1472, Aubana Elociroric Society Basel a Liceecuro. 7956 Wroth M, Iffeceo-40 AL 36116 13341264.9388. 44682 A2 FLOC231975. AR E20100017. Roculatua en 4.4.itaas 6d a Persre 10e-Aparoy a-0 Peede SKLary Are:es AI Safe Price Pura D. brie Had. AP 72209 Ogll GI 8.10:0, CA 618019 C.7. C10. C26 AC06056. Norm caner,/ cordon are hemro0 and 'equaled by lee &mu ff Sewn), 8 Vonalgedio 5✓rxes, Cop d Coyxmo. draw, 5902,0001a CA 96814 OE 01.133. maim FL FF00007-72: CiA L211405936. IA CI m9528. l 127001274: NY 338. LA Fr 162, F87& F1277: MA 3519C. 103107.16211.1•01403 Ste Pelee IJoausifq DRiaarfil/lafpufsWan RI 1.1.449117. 60 21203. IS 510Um, 3621205772 Lel 1501238. aB 19207W; 1ST FN. BEL.D70132. NC 54355-SP.FALV. 216SCSA. Aiwa Soleora Liemset.0 Bd.. 4931 dewed Aya. Sur 200. P.u001 NC 27612 OtR701-53411: W1074405 616423: 30090017200 NY 374554 IN fICO: f401. 0071024: 0378001 NY 12C0)23)169 Lune. by NYS Oren et Sane 01153.40.1512 did 963 C411615417:06 372738: In WM: SC fACX107. RAC-5501. TN 1180 1S10. 1448 1660. 1446. 368 CE 065528 TX OCRMl9. ECRI 821.. 832110 UT 57174:68.6501: VA 2705 087236A 11.5481. Commcnabilth at W9414. WPM Cannel Jinn Sett. 1100 Ur* Sues. RCIVIOne, YA 23219 WA STAIILCS925Ia vii 969321'. WV LV-0 23379:CANADA taseaci R802729-5609 6.51 REV 12013.08081 O 00416328 Pap 2 el 4 EFTA01112895  Stanley Convergent Security Solutions, Inc. Security Solutions independent carriers or providers are wholly beyond SCSS's control and are maintained and serviced. solely by the applicable carnal Of powder. Customer agees to reimburse SCSS la any costs incurred le reprogram the correnunicator because of area code changes or other doling pattern changes. If telephone service is used, the use of DSL or other broad and telephone service may prevent the system Iron transrrilbrig alarm signals to the monitoring center ancl'or interfere with the telephoneline-seizure Mature ol the system. Such services should be installed on a telephone number that is nal used for alarm signal transmission. Customer agrees le notily 5055 if Customer has installed or intends to install DSL or other broadband service. IMMEDIATELY AFTER THE INSTALLATION OF DSL OR OTHER BROADBAND SERVICE. THE SYSTEMS SIGNAL TRANSMISSION MUST BE TESTED WITH THE MONITORING CENTER. E. For those premises with a direct connecben to the pdice, Fire department or other agency. d is mutually widerstocd and agreed that signals transmitted hereunder will be monitoredin peke and'or lire departments or other agencies, and that the personnel of such poke andlor lire departments or other agencies are not SCSS5 agents nor does SCSS assume any responsibility kW the manner in which ash signals are monitored a the response. if any, to such signals. F. SCSS shal not be responsible for the replacement ot equipment a parts no longer commercially available to SCSS. a If anAccess Coital Preventative Maintenance or Software Suppert option is selected by Customer. 5055 will provide and instal software upgrades as they become commercialy available. during rennet SCSS waking hours. Software upgrades that do not affect the Customer's current operatons as solely determined by SCSS and the OEM. will not be instated by SCSS. In the event tie Customer dead to haVe someone other than SCSS instal the software upgrade. the Customer shall assume any and all liability for any damage caused pursuant to the ins-legation. Service and upgrades for tiro party software not supplied by SCSS are excluded from this agreement. B Title to the SCSS System: Proprietary Protection A. Customer agrees that 5055 retains a security interest in the equipment unbl the lull purchase price is pad. B. Any computer appicalion program ander documentaion, cdleciroty referred to as 'Software. that is provided by SCSS wider this Agreement lor a Sold System or a SCSS System, is owned by SCSS. its &lazes a one des OEMs and is protected by United States and internadonal copyright laws and internadonal treaty Provisions. Apr breach of this Agreement will aulomabcalty lemmata the Customer's right to use this Software. and the Customer is °bloated to immediately return such Software to 5055. Customer may not copy the Software for any reason other than per the dictates el any end user softwarelicense agreement. Customer may not raverseengineer, dsassenble. deco/wile a atlenpl to discover the source code of any Software. Cue-same acknowledges that any breath of this section shall result in irreparable miry to SCSS (Of which the arnourd of damages would be unasoeriainable. Therefore. SCSS may, in addoon to pursuing any and all remedes provided bylaw. than an ingolCliOn against Customer front any court having Orisdiction.restranrig any violation el this section. 9. Termination A. SCSS may terminate this Agreement noriecialely upon written noOco: i. In the event Customer delautts in the performance of any of the terms and conditions of this Agreement. including the falure to nuke any payment as agreed herein. n which case the balance of all manes due and far the unexpired term of this Agreement shall become immediately due and payable. together with interest at the maximum legally allovrebk rate. Customer shell also pay attorney ander cdlecion lees, &lined as an addbonal thirly.live percent (35%) of the outstanding balance owed, incurred in collecting Customer's account. or h. In the event SCSS's Customer Service Center, the telephonelines. wires or SCSS's equipment within Customer premises are destroyed or so substanhalty carragod that it is commercially impractical to continue service to Customer's premises: or U. As provided in Article 2 regaling to eroiration. B. Customer nay terminate the Agreement: i. Inureadely upon written malice, in the event Customer's premises are. by any cause beyond the control of the Customer. destroyed o so substantially damaged that it is commocialy impractical for Customer to continue any operatons al such premises; provided that if the Customer is using SCSS'owned equiprrmnl. the Customer must pay SCSS all payments remaining to be mode under this Agreement through its scheduled expraton: or ii. As provided in Article 2 redwing to **radon aid /elide 3(A) relating le priceincreases. C. Upon termination of this Agreement. Customer shall permit SCSS access to Customer's premises in der to deactivate the telephone the signatng device ancVer to !throve the 5)ahrn pursuant to Amick ft. 10. Assignment This Agreement is not assignable by the Customer except upon written consent el SCSS first being obtained. SCSS shall have Be right lo assign this Agreement. or to sutconbact any of as obligations wider teas Agreement. vothoul niece to, or consent ol. the Customer. 11. Insurance and Waive. of Subrogation Customer shal obtain, and maintain. insurance coverage to cover all losses. damage, or injury, related le or sustained by Customer in connection with. the services provided by SCSS. For all losses. damage or injury above the limed sal forth in paragraph 42. Customer shall leak solely to ils insurer for recovery of its loss and hereby waives any and all claims kW such loss against SCSS. Customer agrees to obtain insurance parratting said warner othoul invalidatng coverage. Customer does hereby for itself and other panics claiming under it release and discharge SCS5 from and against al dams arising from hazards cowed by Customer's insurance. it being expressly agreed and understood Vial no insurance company or insurer wit have any right of subrogation against SCSS. 12. Severablkty and Savings In the mere any one or more ol the provisions of this Agreement shall for any reason be held lo bat invatd, veld, illegal, or unenlorceable by any cwt. artrtralor, or governmental agency, the remaining provisions of this Agreement shall remain in WI force and tiled. and the nvalid. void. Mega. aridar unenforceable provision(s) shall survive to the extent not so bald. 13. Trial by Jury Unless prohbiled by law, both parties to tic Agteerner4, knowingy, volwilanly and ntentionally waive any right they nay have le a trial by jury in respect el any litigation arising the of. wider. n connection wgh. or relating k this Agreement. no. on er 7102013) Ai. MA 1222 1278 t472. Nabarna Floctrafit Society Bawd ct bure.467 7956 Vgiaghn As. a PL 36t 16 M34) 264.93u. 486a2 AZ 130C204975. AR 52010 0017, Sagami br MaMat &a or Pine bwisiciptcrs and RAW Security Agencies II Mace Peter Knee Cs. Urge Acd. AA 722Di (10 I 6i BANCO CA 844019 C./. 10. 25. A003056, Nam corpse/ crawl we Waisted and monied by We Strew of Swet/ a Mailman. Satinet. Owt of Comunat Mfrs, Sietanunia CA 96814 of 04158 FAL 0701. FL EF0000]T1. GA LY13405586. IA el195.28. L. 121101226: KY 338. LA Fl t62. FM& F1279 WA 3619e. W0107.182fl 1.1geyling Sae Mee. tioanwo Diroan. 1111 rosiatsiaan Hi Pgiceilb. tO 21203. MI 5103336 36:6205772 MN1501238. Ya i9207,W. MT FIX BEL470132 NC 25055SP.FALV. 2185 GSA Nam Systems Liaoning BO. 4931 CiAnwo4 Aga. Ste 200. FUlAcigi NC 2761219t91798'5310' 7L1 1074485 WW1: 31BF000172M IN 374881 NV 1400:1401. 007t014: 00M0o1 NY 12003253159 Lewes, by NYS Dect d Siaw Oft 6.89.1512 OK 913 OR 16t567: PA 02736, fu Sal: SC FAC.Ve7. Batt301. TN 1180; 1540. 1448 1693. 1446. 368 CE.0 65526 TX ACR2639 ECBI621. 032144). UT 57114:68 650t. VA 27051472$/. 11.5481. eartinXm91211d Negoia. 0afg 01 Miffing !ace Union. 1103 BaHt &tat lifivilX4. VA 23219. WA STAHLCS92514ZWI 9692ak. ay Lvararm CANADA kaReaci REM 2719.5609 651REV ,2013.0.0b O 00411428 Papa ad EFTA01112896  Stanley Convergent Security Solutions, Inc. Security Solutions 14. Choice of Law TN: Agreement is entered into in the Stale et New York and shall be interpreted. enlaced and governed under the laws of the Stale of New York wilhota regard to applicWien of confide of laws principles that would respire the airy:dick:3n al any other law. 15. Entire Agreement It is agreed to and understood by the patties that this Agreement. includirg the provisons of Arlick 4 and on the attached Schedule. constitutes the critic Agreement between the parties, and supersedes and replaces all other prior understandings or agreements. *tether oral cc written. relating le the premises covered by this Agreement. This Agreement may net be changed. nodded or vaned except in writing. signed by an authorized representative of SCSS. II is understood and agreed by and be seen the parties hereto. that the terms and conditions of this Agreement shag govern netwitle.Parelirg any addtional or inconsistent terms or condlions conlahed in any pashas* order or other doctreent submitted by Customer. This Agreement shall not become binding on SCSS until approved and accepted by SCSS or SCSS begins the iratallation a services as presided below. Customer hereby acknowledges that heshe has read this entire Agreement and agrees to be boned by all its term and conciticos. Stanley Convergent Security Solutions, Inc. Customer: NES,LLC 9 East 71st Street Security Representative(Sign) Customer(Sign) Security Representative(Print) Customer (Print) Stanley Authorized Manager (Sign) Title Date Stanley Authorized Manager (Print) Not Binding on SCSS without either Authorized Management Approval Signature or 5(255 Begins the installation or Services. Billing Installation Invoices Recurring Services Invoices Time & Material Invoices kiltlITY.C 14/.: Street Address: 9 East 7 I st Street City New York State/Providence NY Country Zi r octal Code 10022 Attention Richard Barnett Billing Contact Richard Ramat Billing Phone Billing ID Special Handling N N N Required Notes for Special Handling PO # laww3AWmaur 1M 01775201M AL 884 022 1278 072. Arabia. Eleararif Setae/ Banda ucate.re. 7956 Ve-gro Fe. . AL 36516 0342M-9348. 44662 AZ liCC264975 AR (2010 0017. Ritorined to Alarm P.40 Pn.we frien0wtom eta Ornate Secbrily bribe It Sine Price Ram D. Litre R7a. AS. 7220 i 610.460e CA 444019 C.?. C10. . ACC4059. Abner <cowry waken we Iemµq and awns,/ W 1ne &row 0 Scarce preeilwOre SeerXes. Deft a' Crania Wait Sacramento CA 95814. CE 061550. FAL-020t. FL FF0000772. CA I.V0105936. IA 0119528. IL 127(01274. KY 338. IA F1162. F876 F1277. LW 3619C LID 107.1825 Maryland staa Pace limowq Dircon. 1111 ReolaRam M PURIM. 1.13 212CP. IA 5101326. 310226772 IAN 1501238. UR 19007.SC UT FPL BEL-02013n NC ZASSSIP.FALV. 218.5-CSA. Nam Wawa Limning Ed. 4931 otereme Ave Ste 2CO. Paean NC 276121919)788.53.0' Mt 1014405 61940: MBA:0017200 1114 374564• /W 1100: F401. 0071024: cameo' NY 12=243169 burped 89 NYS De91 el (MK 0 11 5349-1512 Olt 953 OR POW: PA MOO k 0031: SC FACY307- BACS501 TN t 161. 15a). 1448 1660. 1446. 368 CE 06658 TX ACR2639 ECR1821. (132140. UT 570426865591: VA 2705037235A 11.5461. Commenwathrleflirgna Dein ol CORM lac. Senna 1103 Ben. SPAR Ramerd. VA 0219 WA STAIRCS925140 w1969322 WY LV43-23379. CANADA KLebeci RI30 2729.5609 6.51 REV i2013.08.0I0 0.00416828 Page 4 a4 EFTA01112897