EFTA01083697.pdf

Stanley Convergent Security Solutions, Inc. Security Solutions Installation and Service Agreement No. O40416828 This Agreerrenl is math and enlered into This 23th day of June 2013 between Stanley Convergenl Security Solutions Inc.. with its pircipal office located al 55 Shwran Blvd. NapendIe. Nibs 60563. hereinaher referred bas SCSS and NES.LLC 9 East 71st Steel, hereinafter referred bas "Customer 1. System and Service e SCSS will sell and install. provide we/Tardy and after.warranty repair service, and provide monitoring and other services for the security systems (individually or collectively the "System" or "Sold System') as described on the attached Schedule of Equipment and Services (the 'Schedule.") O SCSS will install. provide repair service and provide monitoring and the other services for the security systems (individually or collectively the "System" or "SCSS System") described on the attached Schedule. A SCSS System remains the sole and exclusive properly of SCSS. The System will be installed al the penises of the Ow-tom er located at: 9 Eat 71st Sr.eel. New York, NY 10021 Customer agees Thal it has chosen IN: System end underslands thd addeonal or Siefert protection,: avalabe ter a higher price. 2 Terms. Renewal and Explralkm A This Agreement is cleave as of the execution date of this Agreemenl and for use of tie System widservres shall have an wile] ten M Standard 60 Menths (5 Years) from the date Me System ON becomes operative wider this Agreement, and either shall be autornarically renewed for csnsearive terms of twelve (12) meths except wthre prohibited by applcabe law in which care the Agreement will renew fromnorth lo nth. unless either party genes Annan notice al least shay (60)days prior lo the end of SLIGO Into to the other ol islet lo Mos the Agreement to ewe as of the end of the thencurrenl term. 0.151011131 agrees 'hal SCSS retails a scarily Mere in the eqJjorrenl anti the till purchase pow is pad. 3. Payment and Scope (prices do not Include any applicable state and local sales or use lax): • Payment - Customer agrees to pay SCSS. i. $50500001 r the er. of Sold System and the in:We:ion of to Spent a. ali0 won Swing of His Agreement h Progress payments as lonovc, c. no upon corrOclian of the irctalaion $91.00for services per month as deserted in the &bathe of Service and Preen. payable 12( motility CI quarterly 0 sefri.amualty or CI annuaat in achance commercing ire Ore first (15 day ol the month folcming tie dale tie system becomes operative. Customer also agrees to pay interimcharges n the amount of approxirnate/jr WO" of the inanely charges tor callday from and ircludrig to the the system becomes op:rev unSI the frsl (15 of the lesing month. ii. SCSS may at any lire followng tie expiration ol 24 Months (2 Years) ol this Anyeernert. increase the fly:ty charge specified in 3A.i, once in wry 24 Nene (2 Years) period. If SCSS increases tie basic morally charge in any year by an amount greater lhan 3% percent Cunene! may terminate the Agreement won PAWS notice to SCSS within fifteen (15) days ol notification el such increase. B. Services i. SCSS wil provide the remises specified on the attached Schaal°. For a Sold Syslern, al the expiration of the hinted vanity, rethir service dl be on a lime and material basis unless Customer subsets to a service plan described on the Schedule. Repair services br a SCSS System are described en the Schedule. 4. Liquidated Damages and SCSS's Limits of Liability A. a is understood ri d agreed by the parties hereto INN SCSS is providing a System arid's., service designed to race°o the risk of loss only: that the payments provided tor herein are based solely on the value of the use oldie System antler services as described herein and are unrelated to tie value of any property located on Customers premises: that SCSS is not liable tor losses which may occur in cases of malfunction or nonfunction ol any System provided by. or serviced by. SCSS. that 5055 is nol liable for losses which mayoccur in the moritoring. repairing. signal herding or dispalchng aspects of the service. even d due to SCSS's negigence or failure of performance: that SCSS is not liable ter losses felting from failure SO wean or inadewiate Iniring, that SCSS is not an insurer: and that insurance covering personal injury. properly loss. damage to and on Customer's premises oust be obtained ander rnaintaned by Customer. Customer understands that it is OJNomer's duly to purchase such insurance: Thal SCSS diem several levels ol erection and services and awl the System ander servicedescribedin the &heath of Service and Protection has been chosen by Customer Wier consicerrig and balancing the levels of protection afforded by various systems and the related costs. B. IT IS AGREED THAT IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES WHICH MAY ARISE IN SITUATIONS WHERE THERE MAY BE A FAILURE OF THE SYSTEM ARDOR SERVICES PROVIDED. OUE TO TIC UNCERTAIN NATURE OF POTENTIAL DAMAGES ARDOR VALUE OF CUSTOMER'S PROPERTY OR THE PROPERTY OF OTHERS KEPT ON TIC PROTECTED PREMISES WHICH IMY 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. INABLITY OF SCSS TO GUARANTEE POLICE. FIRE DEPARTMENT AND MEDICAL ALERT RESPONSE TIME. AND ESTABLISHING A CAUSAL CONNECTION BETWEEN THE SYSTEM OR SERVICE PROBLEMSAND CUSTOMERS POSSIBLE LOSS OR INURIES TO THIRD PARTIES. THEREFORE IF ARTICLE 4A IS JUDICIALLY DETERMINED TO BE INVALID OR UNENFORCEABLE AND ANY LIABILITY IS JUDICIALLY IMPOSED ON SCSS. ITS EMPLOYEES. AGENTS OR REPRESENTATIVES. FOR PROPERTY DAMAGE OR PERSONAL INJURY. SUCH LIABILITY SHALL BE LIMITED TO AN AMOUNT EOUAL TO THE ANNUAL SERVICE CHARGE OR 510.000. WHICHEVER IS LESS. (IF THERE IS NO ANNUAL SERVICE CHARGE. SCSS'S LIABILITY SHALL BE LIMITED TO 5500.) THIS SLIM SHALL BE PAD AND RECEIVED OTKER (li AS LIOUIDATED DAMAGES AND NOT AS A PENALTY. OR (ii) AS A LIMITATION OF LIABILITY APPROVED AND AGREED UPON BY THE PARTIES. THE PAYMENT OF THIS AMOUNT SHALL BE SCSS'S SOLE AND EXCLUSIVE LIABILITY REGARDLESS OF WHETHER LOSS OR DAMAGE IS CAUSED BY TIC PERFORMANCE OR NONPERFORIMNCE 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 (I) YEAR AFTER THE ACCRUAL OF TIC CAUSE OF ACTION ARISES. IF CUSTOMER WISHES SCSS TO INCREASE THE AMOUNT OF THE LIABILITY LIMITATION OR LIOUIDATED DAMAGES AS PROVIDED ABOVE. CUSTOMER IMY OBTAIN FROM SCS5 AN ADDITIONAL AMOUNT OF LIMITED LIABILITY OR LIOUIDATED DAMAGES BY PAYING AN ADDITIONAL. ItIONTICY SERVICE CHARGE TO SCS. SUBJECT TO WRITTEN APPROVAL. BY AN AUTHORIZED SCSS REPRESENTATIVE SETTING FORTH SAID TERMS. THIS CLAUSE WILL IN NO WAY BE INTERPRETED TO ESTABLISH SCSS AS AN INSURER. C. SINCE THE PARTIES AGREE THAT CUSTOMER RETAINS THE SOLE RESPONSIBILITY FOR THE LIFE AND SAFETY OF ALL PERSONS IN ITS PREMISES. AND FOR PROTECTING AGAINST LOSSES TO RISHER OWN PROPERTY OR TIC PROPERTY OF OTHERS IN ITS PREMISES. CUSTOMER AGREES TO INDEMNIFY AND SAVE HARMLESS SCSS. ITS EMPLOYEES. AGENTS. ANO REPRESENTATIVES FROM AND AGAINST ALL CLAIMS. LAWSUITS AND LOSSES. BY PERSONS NOT A PARTY TO THIS AGREEMENT. ALLEGED TO BE CAUSED BY THE IMPROPER OPERATION OF THE SYSTEM. WHETHER OUE TO MALFUNCTIONING OR NONFUNCTIONING OF THE SYSTEM OR THE NEGLIGENT PERFORMANCE OR NONPERFORMANCE BY SCSS OF ANY SERVICE. INCLUDING BUT NOT LILOTED TO INSTALLATION. MONITORING, SIGNAL HANDLING OR NOTIFICATION ASPECTS OF THE SERVICE. D. With rasped to SCSS owned systems. CUSTOMER EXPRESSLY WAVES ANY ANO 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 UNIT OR MODIFY SCSS'S RIGHTS AS OESCREED IN THIS SECTION OR OTHER SECTIONS OF THIS AGREEMENT OR APPLICABLE SCHEDULE. E. Paragraphs A through D of this Artde 4 shall apply to any other company or slily. and Orework they perform. which. in addition lo SCSS. lurrishes as a subcordraclor or otherwise. any equipment inslallaton. mongering, repairs or other services provided hereunder. F. LIMITED WARRANTY. (SOLD SYSTEM ONLY) SCSS warrants that the ecciprnenl will be free from delecls in material and workmanship for a period ol Standard 90 Days from the date the security system is placed into operation. II doing Nis warranty period. any of the °earned or parts are selective or malfunction. they wll be repaired or replaced, al SC SSs sole option, free of charge. Warranty repair is Core Sam-4 pm Monday through Friday, occluding holdays. This warranty wit not apply it tie damage or friallinclion OCOJIS because the system has been adjusted. added to, altered, abused. misused or tampered with by the Cinema, operated or used contrary le the operating in:detains. software has been used with an operating system other than Not specified by SCSS or its crignal equipment manuLactrer ?COX). performance issues relating to the use of Customer's data netsork(s), power luctudicris. or any other cause not within the cane a CLOW of SCSS. If inspection by SCSS fails to dsclose any defect covered by this limited ethionenl warraWy, the equpment vAll be repaired or replaced al Cuslonier's expense and SCSS's regular service charges wit apply. DISCLAIMER OF ALL OTHER WARRANTIES: EXCEPT FOR THE FOREGOING LIMITED EOUIPMENT WARRANTY DESCRIBED ABOVE. SCSS MAKES NO OTHER WARRANTIES. EXPRESS OR IMPLIED. INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THAT TIC SYSTEM OR SERVICE SUPPLIED MAY NOT BE COMPROMISED. OR THAT THE SYSTEM OR SERVICE WILL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH IT IS INTENDED. IN NO EVENT. WILL SCSS. IT EMPLOYEES. OR AGENTS OR REPRESENTATIVES BE RESPONSIBLE FOR CONSEOUENTIAL. SPECIAL. OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER. SCSS MAKES NO WARRANTIES CONCERNING ANY EOUIPMENT OR DEVICES ATTACHED TO CUSTOMER'S SYSTEM UNLESS SUCH EOUIPMENT OR DEVICES WERE ORIGINALLY PURCHASED AND INSTALLED UNDER THIS AGREEMENT. STATE LAW: SOME STATES 00 NOT ALLOW THE EXCLUSION OR TIC LIMITATION OF CONSEOUENTIAL OR INCIDENTAL DAMAGES. OR A LIMITATION ON THE DURATION OF IMPLIED WARRANTIES. SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. TIC WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH IMY VARY FROM STATE TO STATE. IMscellaneous Charges and Increase In Charges imam. wanner- AL 12.06.1240:12-1372:12-1274:AOM AC03 I AR (2010 0317: AGORAS try ArIcanen So of Pnaoolmeniquiss and [Irate Securty Apropos. FI Shoo Price Abel D. Love ROCK AR 72209 501.61646[0A2 le3CTOMTS CA Acoloss. BMW. C7. C10. Caton «avers sweaters ace kernel orA reoltord Dr Pa Burnt. of Secede Inrosiortho Somas-Dia d Unarms Mats. Satrarreolo. CA MIA C. FAL.0001: 01.159. Ft. EF20000495. EF0001117. EF200:0512. EF0300772 OA LYUCKM6. KY 3M. L 127.0,1127.1. 12400000: LA F1175. F1162: F1277. MA 3519 IC 107.1717: VaAlani Sian Price. ticAreins Pince. 1111 Rorytortoorwr Ra.Pkonlio. 1AD 212DA Y 5103306: %MOM OM 1301234, Id 19207-SC: FPL.OEL-003132: NV CONON: F400, FOP NY 120:028316* NJ 348,000112CO. NC 2re5-CSA, 25055SP.L1r, OH 53691512 OK Ma- OR 161567; SC BAC500t PAC The ire TN 1446: 1161; Hee: 1146. 1100: ma 1444: 05526, X ACP26]0. 602160 ECR-1621 UT rowosasol, VA 114401: 2703.0.723!A: Commormen or Werra. Ceps of Cmind helve Smiths. 405 Ent luxe Seth. 9th fL. normord VA 23219 WA STANuTSNsta WY uNT3.23879CNIADA(Outhic)FID37729.%096.til MO120130115) how EFTA01083697  Stanley Convergent Security Solutions, Inc. Security Solutions A. Customer snap pay any Cey. Stale or Federal taxes. lees or charges which are imposed upon the equipment. the instalalion thereof or pedorrnarce of the senices provided for herein, includng any increases in charges to SCSS for (Shines required for transmission of signals under this Agreement. B. At SCSS's option, a lee may be charged for any false alarm caused by Customer or for any unnecessary serest' run. It either SCSS or Customer is assessed any lire or penally by any flunk:Malay. Ore or police protection dstrict as a result el any false alarm Customer shall pay the ful amount of such lee or penalty. C. Charges for loll free lebthone usage. if selected by Customer. are incbded in the payment described in paragraph 3(A). SCSS may immediately increase its monthly charges to reflect any increase in chairs for loll free service. Customer shal pay any other telephone company lot line charges. including instalalien. 0. Methane*" charges set forth n Ando 3 assume installation will be performed during SCSSS no -mat waking hours and using its own personnel. II Customer requests the installation or any part Chancel b be a:domed outside ordinary liminess hours, or if the instalation must be performed by outside contractors. or SCSS's wage rates do not applyas a result of prevailing wage requirements, or otherwise. then the instalblion charge will be adjusted accordngly. E. If any government agency requires any changes in the system originally installed. Customer agrees to pay for such changes. II is Custorrees respcnsibitity bobbin all alarm use permits required by the local jurisdiction. F. SCSS shall chair interest al the rale of I OS% per month. or the maximum perm ittedby law. on any deinquent balance. A balance becomes delinquent tidy (301 days after payment is due under Article 3. SCSS may also. upon written notice to Customer. slop prancing monitoring and maintenance services il Customer is ddinquenl on any payment. SCSS may charge 125.03 for any NSF check or the maximum candled by law. & Further Obligations al Customer A. Customer shal nee leap:. with. alter. adust. add le. dsturb. indre. move. remove. interconnect with other equipment or othenese interfere with el:Mermen installed by SCSS. nor shall Customer Fermin the same to be done by others. It is further agreed that Customer indemnifies and holds SCSS harmless for any claim arising out of the foregang and that if any work is required to be performed by SCSS. due to Customers breath of the bregoing obligations. Customer will pay SCSS for such work in accordance with SCSS's then.ogren preventing charges. B. For those premises where SCSS is to provide wondering. Customer shall furnish SCSS a list el the names. titles telethon, numbers and signatures of all persons authorized to enter the penises CoSerner during scheduled closed periods and shall be responsible for updating such fists. In cases of supervised service, Customer shal also furnish SCSS with an authorized daly and holiday opening and closing schedule. C. CUSIOrner shall set the ahem system at igh Ine a C tome h Id its premises. 0Jslorner shall test the alarm system prior to each dosed period and shal immediately report to SCSS any claimed inadequacy in or lailure of the system. Customer shad perform a periodic walk lest of any motion detection edipment used on the premises. O. Customer shall permit SCSS access to the premises for any reason arising out of or in connection with SCSSs rights or obligations under this Armond. E. Should any pal ol the system be damaged by lee. water, IgNning. ads of God, third parties or any cause beyond the control ol SCSS. any repairs a replacement shall be paid for by Customer (ordinary wear and tear excepted in the case el a SCSS owned system.) F. Any daim by Customer el improper insIdlation or a detect in the system shall be made in wiling to SCSS within thirty (30) days ol instated:in completion. Such °Mention she, not waive Customer's warranty rights under Artide Limited Womanly. G. Customer represents aml vrarrants that Customer is the earner of the premises or. if nol. that the owner agrees and consents to the installatim el the system on the premises. Customer shall indemnify and hold SCSS harmless keen any losses or damages. including attorney lees. resulting horn breach el such representation and warrardy. or from SCSS's inability to recover syslem components when Customer moves out el the premises. H. For those premises where SCSS is to provide central dation sprinkler supervisory and water lbw alarm or automatic lire dam service. Customer warrants and agrees that all alarm valves, gale valves. pares, cenpressers. inspector test connections, or other elements ol the sprinkler system as ow - Idled or lobe installed, are. ce will be. corrected al Customer's expense so as to be acceptable to the insurance and other authorities having MS:Haile when equipped with SCSSs signalrig devices. Customer further agrees to furnish any necessary water through Customer's =tar and al Customer's expense. lo place hoods over any open loges or ties, and to pipe all baler blow.ells and steam exhaust outside the premises lobe reelected. L It is mutually agreed that the Customer assumes full responsiblity for the operation of any and al bypass or switch nib provided br disconnecting a mconnecing the alarm sounding andror transmitting equipment at Customer's premises. J. Customer represents that, except to the extent it has given SCSS iwitlen notice prior to the execution el this Agreement. (il the work andra services le be pedaled hereunder are el subject to any Federal. Stale or local prevailing wage statute or regublions, and (ii) le the best of its knowledge there is no asteslos or presumed asbestos.containing material. lormaldehyde or other potentially toxic or hazardous material contained wthin, or in, on or under any portion el any area where work will be performed under this Agraernerd. II such materials (whether or not dsclosed by Customer) are discovered and such materials provide an unsafe or unseat conirtion. such dscovery shall consttute a cause beyond SCSS's reasonable control and SCSS shad not start or Catlin to pedant Hs wok under the contract met Customer has remedied the unsafe or unlawful condition at Customers sob expense. Customer shall indemnify and hold SCSS and its assigns harmless from and against any and an claims. costs and expenses of any kind (including atlorney's fees) for fines. penalbes, back wages. bodily indry, properly damage. delay or work stoppage :el arises under or results horn a breach el the brewing representations (regardess of whether or not Customer disclosed such materials to SCSSI. K. Customer agrees that SCSS may conduct a credit investigation and renew. In such even. Customer shal provide, in a timely manner, such financial information as SCSS may request. Customer represents and warrants that all such finandal inkwmation accurately and completely presents Customer's fnancial condtion as el the dale of execution of this Agreement. L. Customer hereby authorizes SCSS to execute and Re financing statements andbr continuation statements under the Uniform Commercial Code on Customers behalf and le file such documents in all places where necessary to perfect SCSSS Merest in the equipment Customer agrees to execute any such instruments as SCSS may request from time to time. 7. Further Obligations al SCSS: Limitations A. SCSS shall not be held responsble or bade lot delay in installation of the system or in ernJpbon ol service. due to strikes. lockouts, riots. Hoods, fres. tigNning. acts of God or any cause beyond the control of SCSS, induding interruptions in telephone service. SCSS will not be requied to perform instalation or supply service to Customer while any such cause shall conbnue. B. II Customer has subscribed to monitoring service. the Systemwall be connected to SCSS's none:wing facility (the Tenter). Unless specifically requested otherwise by the Customer and approved by SCSS's Corner. when a bugar alarm signal from the alarm system is received, the Center will first try le telephone Customer's premises, and il there is no answer then wit try to Idephone the first available personal Customer's emergency cal list, lo verify whether or not an emergency andtion remains potce response mists. H there is no answer to both of these calls or the person contacted indicates that an emergency exists. the Gene, will 'genet le atilt' the Pokedepartment. The Center will also attempt to coded someone on the emergency cannot to advise them that the police have been notified. When a lire alarm, holdup alarm or duress damn signal is received. the Center will abernpt londify the police or lira department or other emergency personnel and the first available person on the emergency call list. When a non.emergency signal is received, the Canter will attempt le contact the premises or the first avaiableperscn on the emergency call list but will el notify emergency authorties. The Center may cheese not to notify emergency personnel il il has reason le Imlay that an ern..y.,..y condfion does not exist SCSS and Customer are obligated to candy with all ratification and response requirements imposed by gavernmental agencies having jurisdiction over the system. SCSS reserves the right to &continueor change any particular response service due le sigh gave/mental or insurance refine menus without notice. Customer censers to the tape and video recadng el telephonic and video communications between Customer's remises and 5055. and will inform ils employees and thirdparries that such recordings are authorized. II Customers police or lire department now or in the future requires physical or visual verification el an emergency condion before responding le a request for assistance. Customer agrees to subscribe le such service if provided by SCSS. or otherwise comply with sigh requirements. and an additional fee may apply for such services.' C. II video ecuirwrient is installed, il wit be integrated into the system. When the video equipment is activated, it will send a video transmission to the Cadet. The Ceder will first attempt to verify the nature of the emergency by viewing the video. II the Center determines that an emergency condbon exists, it wintry le first leteptene the premises, if available. and report the emergency condition. II there is no answer or the person answering confirms the emergency condion, then, based upon the nature of the emergency condition, the Center will nobly the proper peke or fire department or other emergency personnel. and the next avertable person on the emergency cellist. If the Cadet determines that an emergency condbon does not east or the video is inconclusive. the Center will use the notification procedures set lord. in paragraph 79 above. 0. CLISIOrner Uncle/Sandi ilia if the system installed is monitored, due to the nature of the method used for communicating alarm signals to the SCSSs mattering Caller, there may be limes when that communication method is not able to transmit signals and SCSS will not receive alarm signals. Digital communicators use standard telephone linesand SCSS does not receive signals when the telephone system becomes non.opentional or the telephone fie is placed on vacation status, cut, interbred with or otherwise damaged. There will X times when any rado Irequency method, such as colder, public or prnale radio systems or Internet based service. carnet transmit an alarm signal due le lack of signal strength. network congestion, or =steady of a communications channel. Sirritarly, any other type of communication method instated under this Agreement also can experience an inablity to communicate alarm signals. Customer mderstarrds that SCSS offers several levels of cormumicaton methods of alarm signals to the monitoring center and that the Services described on the front page of this Agreement and on the Schedule of Service and Protection have been chosen by Customer alter considering and balancing the levels of protection afforded by various communication methods and the related costs. Customer acknowledges and agrees That Customer is solely respond, for the selection of the type of oornmmicabon method and whether the utlizakin of mere than one communication method is required. Communications networks prodded by independent carriers or providers are wholly beyond SCSS's ccedrd and are rraintained and seniced, solely by the applicable carrier or provider. Customer agrees to ramturse SCSS for any costs incurred to reprogram the communicator because of area code changes or ether dating postern changes. II telephone senice is used, the use of DSL or other broadband Idephone service may prevent the system horn transmitting alarm signals to the monitoring center ander interfere wth the telephone Ine.seizure batiste of the system. Sulk services should be installed on a telephone number that is not used for alarm signal transmission. Customer agrees to notify SCSS it Customer has installedor intend le install DSL or other Noseband service. IMMEDIATELY AFTER THE INSTALLATION OF DSL OR OTHER BROADBAND SERVICE. TIC SYSTEMS SIGNAL TRANSMISSION MST BE TESTED WITH THE MONITORING CENTER. E. For those premises with a drect connection to the police, fire deadened or other agency, il is mutually undersloadard agreed that signals transmitted hereunder will X monitored in police anther lira departmentsa other agencies, and that the personnel of such peke ands fire deers-Mods or other agendas am not SCSS's agents nor does SCSS assume any casponsiblity for the manner in which such signals are madded or the response. H any, to such sigma. I mom eloonanny AL 12.468 12-646 12-13II: 12-1276: AC033: P.0331' AR 62010 C017: Regottes ley Anemias BON Penne Inreutgects and Peale Serowe Amon. In Cline ', doe man Or, tare Rock. AA 72209 50I4III46C0 AZ 14041204975: CA AC06065.549019. C6 CIO. Mann company come= we tome! andtegJaxel bp re Beau el Safety Indelgerho Senntes. On et Carom& Agars. Tatrefre010. CA Mete: DE SAL.000I;04n5S.FLES2COCerSti: Mean?. EF200%SIZ EFCC00772 OA LVUOSSeri KY MB: IL 127601274; 1241:00430:a FS75. F1162; F1277. 14 3519 MD 107.1717; Mayan SWp Peee,t r €JoObaen.ill. Reisleatoon led.Pkotelle.ltD 21269; N S103X6; 3601205772t W TS01235 ITS 19207-60 KT Fel.BEL-0:0132: NY 007tON: WO: C401. KY 12000293169 NJ348C0001720Cr. NC Tutti-CSA. 210M-SP.t.V, OH 53.015.7 OK EIS1- 0,1161%7:SC BA05601; FAC AVS7 Fret TN 1446:1461; 1510:1446: 11e0:1650. 1446: 66620: TX ACAUSIT B02140: ECA-1621' UT 570106/66501, VA 11.5411: 2705.0672Y5A: Coirrnormeelle of Vegeta. Ora oiCrimedJusiceSerrots.405 Eon Brood that. 911 rt.. Achmond VA &12.9 WA STAMM:SAT WY LV.0-23179CANADA (Coveted REP 2729.5W94.41 REVi2013.02.1b hid For EFTA01083698  Stanley Convergent Security Solutions, Inc. Security Solutions F. SCSS mall not be responsible Ice :he replacement of apiprrient or parts no longer commercially available to SCSS. G. If an Access Control Preventative Maintenance or Software Support option is selected by Can:reef. SCSS trill provide and instal software upgrades as they become commercially available. during normal SCSS working hours. Software upgrades that do not affect the Customer's current operations as solely determined by SCSS and the OEM. will not be instated by SCSS. In the event tie Customer elects to have someone other than SCSS install tie software upgrade, the Customer shell assume any and all kat:lily for any damage caused pursuant to the installation. Service and upgrades for tied party software not supplied by SCSS ate excluded from this agreement. II Title to the SCSS System: Proprietary Protection A. A SCSS System shall al ell trues remain solely the property of SCSS, or its assignee and Customer agrees not to permit the attachment thereto ol any equipment not furnished by SCSS. II is hither understood and agreed that SCSS nay remove Of abandon al or any pad al the SCSS System. including all Wring installed by SCSS, upon termination of the Agreement by lapseal lime, default of any rnonies due hereunder, or Milanese without anyobligation to repair or redecorate any potion ol the protected prerrises, provided that such removal or abandonment that not be had to constitute a waiver of the right al SCSS. or its assignee. to collect any charges which have accrued hereunder. B. Customer shall keep al SCSS owned monomer% al alines bee and clear keen all liens. darns. levies. encumbrances. security interests and processes. of any naturewhatsoever. Customer shal give SCSS immolate notice of any such attachment or other judicial process diming any al the equipment. Without SCSS's written pertrissice. Customer shall not attempt to or actually: ft) pledge. lend, create a security interest in. sublet. excharge, trade. assign, swap, use for an allowance Of credit or otherwise: (iii anew another to use: Wit part with possession: (M choose of: or (v) remove Iron the location of lista/ben. any hem of equipment. II any item al equipment is exchameed assigned. traded. swapped, used for an allowance or crack or otherwise to empire new or 'a/toren] attiprnent (the new equipment, without SCSS's prier mitten consert, then al ol the new esipment shal become equipment owned by SCSS subject to this Agreement and the applicable Schedule. C. Any compiler application program andke documentation. colectively referred to as 'Softnare. that is provided by SCSS under this agreement lot a Sold Syo&.n or a SCSS System, is owned by SCSS. its alliliales or one of its OEM's and is protected by United Slates and narrational copyright laws and international treaty previsions. My breach of this agreement will automatically terminate the Customer's right to use this Software, and the Customer is obligated to immediately return such Software a SCSS. Customer may not copy the Software lot any reason other than pa the dcales of any end user software licenseagreement. Customer may not reverse.anginear, cleaSSCIrble. deco/wile or attempt to discover the source code of any Software. Customer acknowledges that any breath of the section shall result in irreparable injury to SCSS for which the amount of damages would be unascertainable. Therefore. SCSS may, in addtion to pursuing any and all remedies provided by law. obtain an injunction against Customer Iron any court having asisdiction. restraining any violation of this section. 9 TamMatIon A. SCSS nay terminate this Agreement inmedtaten upon written notice: i. In the event Customer defaults in the perfortrance of any of the tarns and condbons of this Agreernert. indudng the failure to make any payment as agreed herein, in which case tie balance of all monies due and tor the unexpired tarn of this Agreement shal become immediately due and payable. together %attracted at the maximum legally allowable ale. Customer shed also pay attorney ambler collection lees. deleted as an addttonal thirty.frve percent (35%) of the outstanding balance owed. incurred in cdlectrng Customer's account or h. In the event SCSSs Customer Service Center. the telephone lines. wires or SCSS's equpment within Customer prerrises are destroyed or so substantially carraged that ft is commercially impractical to continue service to Customer's premises: Of u. As provided in Article 2 relating to expiration. B. Customer nay terminate the Agreement: i. Immedately upon written notice, in the event Customer's premises are, by any cause beyond the control of the Customer. destroyed or so nastantialy damaged that it c cornmeroaly impractical or Customer to continue any operations at math prerrises: provided that it the Customer is using SCSSownedequiprnert. the Customer mist pay SCSS all payments remaining lobe made alder this Agreement though its scheduled expiration: ce As provided in Article 2 retains to et:piratic., and Article 3(A) relating to price increases. C. Upon termination of this Agreement Customer shall perrrit SCSS access to Customer's Ferrises in order to deactivate the telephone Inc signaling device arace to remove the System pwsuant to Article B. 10. Assignment Ins Agreement is not assignable by the Customer except upon written consent of SCSS Ors] being obtained. SCSS shall have the right to assign this Agreement. or to subcontract any of its obligations under the Agreement. without notice to. or consent of. the Customer. 11. Insurance and Waiver of Subrogation Customer shall obtain, and martian. insurance coverage to can all losses, damage, or injury. related to or sustained by Customer in connection with, the services provided by SCSS. For all losses. damage or injury above the hints set lorth in paragraph 4B. Customer shall look :defy to its inurere la recovery ol its loss and hereby wanes any and al clams ter such loss against SCSS. Customer agrees to obtain instance permitting sad waiver without invalidating coverage. Customer does hereby for itsell and other parties claiming under t, release and dscharge SCSS Iran and against all clams arising /cm hazards covered by Customer's nsurance, h being expressly agreed and understood that no insurance company or insurer will have any right of abrogation aganst SCSS. 12. Severabally and Savings In the event any one or mere of the provisions Mess Agreement shall ter any reason be held to be invalid, void, (legal. or unarderceable by any court, arbitrator, or goveenrrental agency, the remaining amazons of this Agreement shall remain in full lorce and ettect and the invalid, vad, illegal, and'or wienforceatie provison(s) shall survive to the extent not so held. 13. Trial by Jury Unless prohibited by law, both parties to this agreement. knowingly, vototarly and inteMoraly wane any right they may have to a trial by jury in respect of any litigation arising out of. under, in connection with, or relating to this agreement. 10. Choke of Law Ins agreement is entered Mon the Slate of New York and shal be interpreted. enforced and governed under the laws of the State of New York without regard to application of conflicts of laws principals that would require the apokalion of any other law. 15. Entire Agreement It is agreed to andunderstood by the aeries that this Agreement. ',clueing the provisions of Article 4 and on the attached Schedde, constitute the entire Agreement between the parties, and supersedes and replaces al other prior understandings or agreements, whether oral or written, relating to the premises covered by this Agreement. This Agreement may not be chanyd. modified or vaned except in writing. signed by an authorized representative of SCSS. It is understood and agreed by ard between the pales hereto. that the terms and conditions of the Agreement shat govern nohnthstandng any additional or inconsistent tarns t condtions contained in any purchase order or other document submitted by Customer. tiy_NO or SCSS beans the inslale6On eLsarteas as orietdr9 below Customer hereby acknowledges that he has read this entire Agreement and agrees to be bound by all its terms and conditions. hems. Namirecn Al. 12.81/a: 12447: n2152: 12-1275: A0333 A033T M E2010 mil: ReeJetea try AnaniasBo of Pante Irnefigeices re Prate Saves Apnea. FI She eche Paw Cr. Lena ROM. AA 72209 60I.515-060) AZ POC201975: CA ACO6055. Walt. C7. CIO. korm«meow tipswaton an lomat and twain a re rimes el Secure& mango,* &Wen One el Owosso, Aran. Seamen. CA Sint FALOOM: 04458 FL EF2O00195. Et:00MM. EF2CCCO5iZ EP0000172. OA LVU405586. ICY attl. IL 127.03,274; itta000.00 LA F875. Ft I62: F1277. MA 0519 C':tO 107.1717: Won We Pecs. Leaman; Diditel. tin Rotatotonnna.Planie. MD 21800:Y Si033:6; 3601205222: !Sant: la 19207-SCIST FeL.I3EL-M0 I 32 IN 007t024: F400: tea. KT 12000203t69 NJ aier000i7X0. HCate-CSA: 250.44F.LW 53.traoSi2 OK WO- OR al$57, SC 8/450: FAC ale? Fre TN 1445:1461; 1540: rat rife:145R 1444: 6:62114 1AACA263t. O2140: CC/ ISO I UT 57040084501, VA liana: 2705.08723M: COITfforweetth of Mgrs Drat el Cri-real Anise Sayan. 01)5 East Brood Simi ith FL • Admonct VA 23219 WA STAHLC8925.11 WV LV.0-23579CAKADA(Outtna)RSO 2725 56496-51 R5%2013015) Aral at EFTA01083699  Stanley Convergent Security Solutions, Inc. Security Solutions Quote: 4.00416828 Stanley Convergent Security Solutions, Inc. Customer: NES,LLC 9 East 71st Street Andrew Mccaffreu Security Representative(Sign) Customer(Sign) Andrew McCaffrey 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 SCSS Begins the Installation or Services Billing Installation Invoices Recurring Services Invoices Time & Material Invoices Addresses: Street Address: 9 East 71st Street aty New York State/Providence NY Country Zip/Postal Code 10022 Attention Richard Barnett Billing Contact Richard Barnett Billing Phone Billing ID Special Handling N N N Required Notes for Special Handling PO # 1101:088 Pee AL 12188 12817; 12. I KM i2127B; A 0333. ACM AR 82410 COI 7; Raedatod be Ananias Bo MPoem maniooKrs and Wham Smutty Admom. et &al PacoPam Dr two Four AR 72209 50e618.8600 Ad OCIC101975teA 4400:105. 846010 et°. Nam Carper, centers me leensed and rewhnel V/ re Buena M SeCutty 6 Ineevigterre Dement Owe t Cowrie, Wars. Sacrderob CA 956119 De FAU0001: 01. t Id FL (1200:0195. ElCOCII I I L etZ00:0512- CFO:00772 OA LVU40595- KY WI t H.127 00 TI)1124 COMO, LA Fee. F1162: 11277 11A3519 et MO 10B1717: Martian° SW, POre. Trot., Ounce 'Ill Flonertlow AO. Pktortle MO 212M: IR 5103.174: 360120577d UN !Wane US 19207DO FPLOTEL-000I32 NV 037t024:18CO:F4Olt NY 1200)2591t69 NJ 300000172W NC 2I 95-CSIt 23071-SP8In 01150891512 OK 913 OR 10567, SCBA09501. FIG 3,117 Fre 9111446:141 IS/ALMS I 180:1650 TM, 665.28. TX ACR7839 B02140 EBB-Mal UT 57010:66501, VA I 1.54BI 7726 087235A. Commoutealh of Nutria Due Cfreeal Junco SMVINK. 205 East Broad Stoat 98 FL. RCmar4 VA MID WA STAIKCS925112 WY LYO-23879 CANADA (OUWW) ADO 279BEIMOSI REY 1201302.1U P4.Oka EFTA01083700