098-20 - Stanley Convergent - ContractDocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
City of Port Orchard
216 Prospect Street
Port Orchard, WA 98366
(360)876-4407
Stanley Convergent
Security Solutions, Inc.
425-215-3616
Bill To:
Attn: Accounts Payable
City Of Port Orchard
216 Prospect Street
Port Orchard, WA 98366
Ordered By:
Tony Lang
Public Works
Qty
PURCHASE ORDER
P.O. No. 023-20
Date: October 7, 2020
Ship To:
City of Port Orchard
216 Prospect Street
Port Orchard, WA 98366
Signature:
Description Unit Price Total
_I
PW Shop/Ancillary Facility Lock Upgrades
_[
See attached details
$47,654.00
$47,654.00
Department of Enterprise Services Contract #03017
PREVAILING WAGE —Requirements applies to this project: Workers shall
receive no less than the prevailing rate of wage.
IMPORTANT —The intent to Pay must be filed with LNI before the City will
pay any invoices.
INSURANCE— Gty must have certificate of insurance listing the City as an
additional insured, with endorsements See attached requirements.
ATTACH a copy of the Affidavit and the Intent that is posted on the L&I
website to your invoice. Do not submit your invoice without a copy of these
documents attached.
IF TOTAL COST IS OVER $7,500.00 ATTACH PROcURENENT DOCUMENTS
THIS ORDER IS A CONFIRMATION Yes
THIS ORDER IS NOT A CONFIRMATION
ACCOUNT CODE
Subtotal
Tax (9%)
Est. Freight
Shipping
Bal Due
$47,654.00
$51,942.86
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
STANLEY Convergent Security Solutions, Inc.
Schedule of Service and Protection
(Equipment & Services)
STANLEY CONVERGENT SECURITY SOLUTIONS, INC. ("SCSS") AND CITY OF PORT ORCHARD ("CUSTOMER") AGREE ON THIS 6TH DAY OF OCTOBER, 2020, THAT SCSS SHALL PROVIDE THE
SERVICES DESCRIBED BELOW AT 216 PROSPECT ST, PORT ORCHARD, WA 96366 ALL WORK, EQUIPMENT, AND SERVICES ARE SUBJECT TO THE DETAILS SET FORTH HEREIN AND TO THE
TERMS AND CONDITIONS OF THE FOLLOWING AGREEMENT(S) BETWEEN THE PARTIES, IN ORDER OF PRECEDENCE: 1) ANY CURRENT MASTER AGREEMENT; AND/OR 2) ANY CURRENT
AGREEMENT DIRECTLY RELATED TO THE SITE IF SUCH AGREEMENT(S) ARE NOT IN EFFECT, ARE INAPPLICABLE, OR DO NOT CONTAIN MONITORING SERVICES TERMS AND CONDITIONS,
ALL WORK, EQUIPMENT, AND SERVICES WILL BE SUBJECT TO THE TERMS AND CONDITIONS FOUND AT HTTPS'IMfWW,STANLEYSECURITYSOLLITIOMS.COMILEGAL. THIS SCHEDULE OF
SERVICE AND PROTECTION, AND THE PRICES QUOTED HEREIN, SHALL EXPIRE IF NOT EXECUTED BY CUSTOMER WITHIN SIX (6) MONTHS OF THE QUOTE DATE LISTED BELOW, AFTER WHICH
TIME SCSS MAY REVISE THE PRICING FOR THE EQUIPMENT AND/OR SERVICES SET FORTH HEREIN.
Solution: City of port Orchard- Public Works Shop -Access
Opportunity: 0-1669885
Quote: Q-154719
Quote Date: October 6, 2020
Investment Type: Direct Sale
Syste Information
System Type Access
Primary System:
Secondary Systems:
Customer . Provide
120 vac Power Outlets, Access to Device Locations, All Patching & Painting, Aux'ry relays for Fire 1 sup'ory Devices, Door
Hardware, Network Connectivity, Secured storage of on -site equipment, Static IP address for equipment,
DescriptionEquipment
OLiantity Part Number
1.00 PERMITS I PERMITS - One Time 3rd Party Permit Fee
1.00
LP1502
^SYMR52
MERCURY INTELLIGENT CONTROLLER
1.00
READER INTERFACE
4.00
920PMNNEKMA003
RP40 MLTCLS SE WIEG, PIG, BLK
4.00
DS160
PIR REQUEST TO EXIT SENSOR WITH
GRAY
4.00
_
TP160
_SOUNDER
TRIM PLATE FOR DS150/DS160
4.00
4400A
DOOR CONTACT
1.00
LSP4DRE4M
LSP - 4 DOOR, 24H X 20W X 4.5DIN E4M
3.00
FAS1075
12V 7AH SLA BATTERY
2.00
454932AYW
CARD ACC COMP SHLD PLENUM 50OFT
1.00
TBD JIC MATL
TBD JIC MATL
1.00
TBD CONDUIT
TBD CONDUIT
1.00
SSSFXDCTRMAT
FIXED PRICE CONTRACTOR MATERIAL
Equipment Notes
Stanley Security to provide and install Access Control equipment for Qty (4) doors throughout the facility per site map locations.
:STAhY�Comcoe0l_,9g.,ylrHv BduHorrn. Ipc_LL IILe Information (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints maybe directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd., Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; OMPY_0001911, Regulated by Arkansas Bel of Private Investigators and Private Security Agencies, #1 State Police Plaza Or, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LC05911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security B Investigative Services, DepL of Consumer Affairs, Sacramento, CA 95814: CT ELC.0184651-15: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931, MA 12737A: MD 107-1628; 259: MI 5103423: 3601207680, MN TS001238: MS 19207-SC; 15024172: MT FPL-SEL-000132:
NC 23471-SP-FA LV; 1 B39-CSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic. # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Depl, of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446; 2026. CE-D 65528: TX ACR2639; ECR1821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLGS925MZ: WV 045298: WI 969322: WY LV-G-23879.
Q-154719
Page 1 of 12
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY.
Security
STANLEY Convergent Security Solutions, Inc.
Please review the site map for locations. Stanley to provide Locksmith for Electrified Locking Hardware included in this proposal.
• If any additional unforeseen parts are required in order to make the doors function properly, this may constitute a change order
• IT Network issues are to be resolved by customer. Any additional labor from delays that require a return trip may constitute a
change order.
• All IP information or static IP addresses required to be provided by Customer.
• This quote does not include any requirements for ADA Door Integrations or Fire alarm integrations by customer or local AHJ.
• It is the responsibility of the customer to have a representative on staff and available to assist the Stanley Technician with any
questions that they have and to allow them to gain access to the needed areas to complete installation.
• Customer to provide Electrician for 110VAC direct power connection to Access Control Life Safety Power Cabinet. If customer is
unable to provide an Electrician, Stanley Security will provide at additional cost to customer. Customer will be notified if this
circumstance arises for approval and a change order will be applied
TERMS AND CONDITIONS OF THE WA STATE CONTRACT 03017 APPLY
Theoryof Operation
City of Port Orchard - - Genetec Access Control Public Works Shop Project
Site Address - 1636 Vivian CT, Port Orchard WA 98366
City of Port Orchard POC - Steve Havert IT Admin - Desk (360) 876-7043 & Cell (360) 609-7129 - Email
shavert@cityofportorchard.us
City of Port Orchard Genetec Projects POC - Tony Lang Operations Manager - Cell (360) 535-2490 - Email
tlang@cityofportorchard.us
Stanley Sales Consultant - Michael Cunningham - Cell 425-216-3616
Stanley Project Manager - Narvair Parhar - Cell 425-449-2876
**SALES ESTIMATOR NOTE: This scope is written with the information received from the sales consultant including emails, site
map, and pictures ONLY.
NOTE ** This is a prevailing wage labor installation. Please file appropriate prevailing wage labor information with L&I**
Stanley Security to provide and install Access Control equipment for Qty (4) doors throughout the facility per site map locations. Please
review the site map for locations. Stanley to provide Locksmith for Electrified Locking Hardware included in this proposal.
Stanley Security Installation Details:
CR-1 Install Card Reader, Rex motion, door contact, and connect to electrified Lock Hardware.
CR-2 Install Card Reader, Rex motion, door contact, and connect to electrified Lock Hardware.
CR-3 Install Card Reader, Rex motion, door contact, and connect to electrified Lock Hardware.
CR-4 Install Card Reader, Rex motion, door contact, and connect to electrified Lock Hardware.
Install Life Safety Power 4 door cabinet in location determined by technician at time of installation agreed upon by customer. Customer to
provide 110VAC direct connection for power supply and IP Drop for controller.
This system will be connected to the Genetec Server at City Hall via customer provided network. Customer will program cardholders into
the Genetec System once completed. Technician will test each card reader for functionality with customer provided card/badge.
Low Voltage Electrical Permit.
Misc. Install Conduit and Materials.
Installation and Project Management Labor.
19' Scissor Lift.
3JANLEZ Converoanl Secm ity_-�jy1ut vn5-.!n¢.licrnsu lnfornwtlm (as of 9-10-2020): AK 1003300; 104891: AL 088, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd , Montgomery,
AL 36116 (334) 264-9388; 46682: AZ ROC204975: AR 032977: CMPY 0001911, Regulated by Arkansas Bel of Private Investigators and Private Security Agencies, 01 Slate Police Plaza Dr, Little Rock, AR 72209 (501) 61 B-8600: CA 848019 - C10;
LCO5911; AC06055, AJerm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC-0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830: 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F7162; F875: F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FAILV; 1839-CSA, Alarm Systems Licensing Bd., 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074486; 659423; Burglar Alarm Business Lie 10 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448: 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECRI821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879
0-154719
Page 2 of 12
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAN LEY. STANLEY Convergent Security Solutions, Inc.
Security
Installation will be performed during the normal business hours of Monday through Friday 8:00 a.m. to 5:00 p.m. Stanley CSS will
provide the following Scope of Work. Any work requested to be completed after hours will incur an after -hour rate.
Customer Notes:
• If any additional unforeseen parts are required in order to make the doors function properly, this may constitute a change order.
• IT Network issues are to be resolved by customer Any additional labor from delays that require a return trip may constitute a
change order.
• All IP information or static IP addresses required to be provided by Customer.
• This quote does not include any requirements for ADA Door Integrations or Fire alarm integrations by customer or local AHJ.
• It is the responsibility of the customer to have a representative on staff and available to assist the Stanley Technician with any
questions that they have and to allow them to gain access to the needed areas to complete installation.
• Customer to provide Electrician for 110VAC direct power connection to Access Control Life Safety Power Cabinet. If customer is
unable to provide an Electrician, Stanley Security will provide at additional cost to customer. Customer will be notified if this
circumstance arises for approval and a change order will be applied.
TERMS AND CONDITIONS OF THE WA STATE CONTRACT 03017 APPLY
STAN Cn�7verncrn SecuntyJmiora, lnc- Lic ng�sa Enfyrmatlor� (as of 9-10-2020): AK 1003300; 104891: AL 888, 1276, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd, Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY,0001911, Regulated by Arkansas Ed of Private Invesligators and Private Security Agencies, #1 Stale Police Plaza Dr, Little Rock, AR 72209 (501) 61 B-8600: CA 848019 - C10;
LC05911; ACO6055, Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept of Consumer Affairs, Sacramento, CA 95014: CT ELC 0184651-15: DE 04-15B; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, INC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic. # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387: BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639: ECRI821; B02140: LIT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879,
Q-154719
Page 3 of 12
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAN LEY.
Security
(Advanced Service Options)
STANLEY Convergent Security Solutions, Inc.
In addition to the equipment and services provided for above, the following advanced service recommendations are offered and available
as an additional measure of security. By selecting an option(s) below and executing this page, you are agreeing to the provision of such
services pursuant to the same terms and conditions set forth above and at the prices listed herein.
Advanced Service Recommendation
Selected
Service Name
Service Description
*Additional
Customer
of
Total
Authorization
Quantity
Monthly
(Check Box to
Fee
Select Additional
Services
1.00
Annual Control Preventative
ANNUAL SCHEDULED PREVENTATIVE
$34.00
Maintenance Access
MAINTENANCE. THIS SERVICE IS PROVIDED FOR
ACCESS SYSTEMS. THE ANNUAL SCHEDULED
APPOINTMENT INCLUDES A VISUAL INSPECTION OF
DEVICES, WALK -TEST OF SYSTEM COMPONENTS,
CLEANING OF DEVICES AS NEEDED AND
VERIFICATION OF COMMUNICATION LINK,
INCLUDES ACCESS TO THE PNC TAC - TECHNICAL
ASSISTANCE CENTER (24X7). SYSTEM REPAIR,
EQUIPMENT REPLACEMENT AND LIFT RENTALS ARE
EXCLUDED.
1.00
Technical Assistance Center
PNC PROVIDES 24X7 TELEPHONE TECHNICAL
_
$0.00
Support
SUPPORT. PNC TECHNICAL SPECIALISTS ARE
AVAILABLE OVER THE TELEPHONE TO ASSIST
CUSTOMERS WITH TROUBLESHOOTING, PANEL
PROGRAMMING AND SYSTEM OPERATIONS ON
MOST SYSTEM CONTROLS. THIS SERVICE IS
PROVIDED ON MOST INTRUSION ALARMS, FIRE
ALARMS AND CCTV DVRNCR CONTROLS PRICE
PER LOCATION.
'Amount is in addition to the Total Monthly Fee- Additional service will be added if accepted via authorized initials Customer Initials
srANLEY Cnnveracnl Sae. It, Snluk enn I,rt,-LttiCllve [ na6o (as of 9-10-2020): AK 1003300; 104691: AL 888, 1278, 1322; 1472, Complaints maybe directed to Alabama Electronic Security Board of Lice nsure, 7956 Vaughn Rd, Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY.0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA a48019 - C10;
LC05911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept of Consumer Affairs, Sacramento, CA 95014: CT ELC.0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875: F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN T3001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA7LV; 1839-CSA, Alarm Systems Licensing art., 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)768-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lia # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept. of Slate: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446; 2026. CE-D 65528: TX ACR2639; ECR1821; B02140: UT
5704068-6501: VA 2705067235A, 11-5481: WA STANLCS925MZ: WV 045290: WI 969322: WY LV-G-23879.
0-154719
Page 4 of 12
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY.
Security
Investment Type: Direct Sale
STANLEY Convergent Security Solutions, Inc.
The term of this Schedule is for a period of 60 Months from the date hereof and shall thereafter
renew as set forth in the Agreement to which this Schedule of Service and Protection ("SOSP") is
a Schedule ("the Agreement").
Transaction Information: New
Warranty Duration: 90 DAYS
Escalation Information: 3% after 36 Months
Customer agrees that SCSS retains a security interest in the equipment until the full purchase
price is paid.
The quantities and prices reflected in this SOSP are based upon the estimated number of
components specified in blueprints, site surveys, and/or other information provided by Customer
and the options selected by Customer. The equipment and scope above are expected to cover the
cost of installation as quoted herein. Subject to the terms of the Agreement, SCSS reserves the
right to submit Change Orders and to recover any additional costs not previously quoted Such
costs include but are not limited to, for example, additional costs that arise as a result of 1) any
change to the scope of work or equipment stated in this SOSP; 2) extensions of time outside of
SCSS's direct control; 3) changes in architecture, including IT infrastructure, that were not
anticipated in this SOSP; 4) the undisclosed presence of asbestos and/or other environmental,
health, and/or safety hazards; and/or 5) any faulty non-SCSS equipment that impacts the
performance of the solution proposed by SCSS.
Unless expressly agreed otherwise in the Agreement, SCSS shall have the right to submit invoices
for progress payments based on percentage work completed.
'Prices do not include taxes'
Michael Cunningham
Security Representative
Senior Security Sales Consultant
Security Re res�nta ive Twe
ocu igne y:
U
STANLEY Authorize"lanage�6(Sign)
Eric Stapleman
STANLEY Authorized Manager (Print)
Total Installation Price": $14,900.00 USD
Up -front Deposit": $0.00
Payment Plan":
Balance Due Upon
Completion': $14,900.00
Monthly Service Charnes
Total Monthly Fee": $0.00 USD
Payment Frequency: Quarterly
11__t�
Customer (Sign)
Customer (Print)
29kini
I�je �►
Not Binding on SCSS without either Authorized Management Approval Signature or SCSS Begins the Installation or Services.
PO Required by customer: ❑
018NLEY9.107" Ine m License Inforalt20 (as of 9-10-2020): AK 1003300; 104891: AL 086, 1278, 1322; 1472, Complaints maybe directed to Alabama Electronic Security Board of Licensurs, 7956 Vaughn Rd., Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY,0001911, Regulated by Arkansas Bell of Private Inv esfigators and Private Security Agencies, 41 Stale Police Plaza or, Little Rack, AR 72209 (501) 618-8600: CA 848019 - C10;
LC
05911: AC06055, Alarm company operators are licensed and regulated by the Bureau of Security 8 Investigative Services, Dept. of Consumer Affairs, Sacramento, CA 95614: CT ELC 0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; Fl277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423: 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1639-CSA, Alarm Systems Licensing Bd., 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lie. # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept, of Stale: OH 53-69-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: Tx ACR2639; ECR1821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481, WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879,
0-154719
Page 5 of 12
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
STANLEY Convergent Security Solutions, Inc.
Addresses:
Street Address:
InstallationBilling •.
216 Prospect ST
Services Invoices•
216 Prospect ST
216 Prospect ST
City
Port Orchard
Port Orchard
Port Orchard
State/Province
WA
WA
WA
Country
United States
United States
United States
Zip/Postal Code
98366
98366
98366
Attention
Billing Contact
Billing Phone
3608767043
3608767043
3608767043
Billing ID
Special Handling
Required
N
N
N
Notes for Special
Handling
Po #
STANLEY Convergent 3ecurily R1V6.0.70.JB 1.lCFrrRo 1nEorrnation (as of 9-10-2020): AK 1003300; 104891: AL am 1278, 1322; 1472, Complaints maybe directed to Alabama Electronic Security Board of Li censure, 7956 Vaughn Rd-, Montgomery,
AL 36116 (334) 264-9386; 46602: AZ ROC204975: AR 032977; CMPY 0001911, Regulated by Arkansas Bel of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LC05911; ACO6055, Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC.0184651-1-5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): U1 F1162: F875; F1277: 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
INC 23471-SP-FAILV; 1839-CSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic. # 34BX00022000; NM 374554: NV F400: F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept. of Stale: OH 53-89-1512; OK 953; OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448: 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECRI021; B02140: UT
5704068-6501; VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879
0-154719
Page 6 of 12
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
Master Service Aqreement
STANLEY Convergent Security Solutions, Inc.
No. Q-154719
This Master Agreement is made and entered into this 6lh day of October 2020 between STANLEY Convergent Security Solutions, Inc with its principal place of business located in 8350 Sunlight Drive,
Fishers, IN 46037 (hereinafter referred to as "SCSS") and City of Port Orchard, with its principal place of business located at 216 Prospect ST, Port Orchard, WA 98366 (hereinafter referred to as
"Customer'). This Master Agreement sets forth the general terms and conditions for which SCSS shall provide services to Customer.
1, SCOPE OF AGREEMENT.
The instant terms and conditions shall apply to the following services: sales and/or installation, including SCSS owned systems, Service Plans, Storage and Surveillance Solution and monitoring, as
described in a Schedule of Service and Protection ("Schedule") and/or Proposal requested by Customer and agreed to by SCSS. SCSS will provide the services at the location(s) specified on the
attached Schedule, If Customer purchases equipment, at the expiration of the limited warranty, repair service will be on a time and material basis during the hours of 8am-4pm Monday through Friday,
excluding holidays, unless Customer subscribes to a service plan described on the Schedule- Repair services for a SCSS owned system are described on the Schedule-
2, 7erm. Renewal. and-ExplfAlQr.
This Agreement shall remain in force for an Initial Term of 60 Months from the date this Agreement is executed (the "Initial Term"). If Customer has existing locations currently using SCSS systems
and/or services, the terns and conditions of this Agreement shall cancel and supersede existing agreements at those locations. After the Initial Term expires, this Agreement will automatically be
renewed as consecutive terms of one year, except where prohibited by applicable law in which case the Agreement will renew from month to month, unless terminated by either party by the delivery of
written notice to the other at least 60 days prior to the anniversary date of the Initial Term During the Initial Term, the terms and conditions of this Agreement shall control each location specified in a
Schedule (a "new location") for a period of 60 Months from the date the system first becomes operational at any such new location and will automatically renew as set forth above, unless terminated by
either party by the delivery of written notice to the other at least 60 days prior to the anniversary date that installation on the location commences- Provided, however, that if the Agreement has terminated
or expired prior to the end of the term of such new location, the terms and conditions of the Agreement (other than the renewal provisions thereof) shall nevertheless be applicable to the rights and
obligations of SCSS and the Customer, as to the providing of services to any such new locations.
3. Payment.
Customer agrees to pay SCSS:
A. Forthe sale and/or installation of the systems as provided in the Schedule attached hereto. For any equipment identified as "TKO" on the Schedule, Customer acknowledges that the purchase
price for the equipment is incorporated into the Total Monthly Fee set forth on the Schedule and will be paid over the Initial Term of the Agreement Customer therefore agrees that SCSS
retains title to the equipment until the full purchase price is paid, which shall be at the expiration of the Initial Term of this Agreement SCSS agrees that upon expiration of the Initial Term,
the parties may renegotiate the Total Monthly Fee to reflect payment of the purchase price for the equipment,
a For the monitoring, and/or service of the system(s) as provided in the Schedule, commencing from the date of installation completion, which shall be the day said item of equipment is installed
at Customer's location and/or is communicating with SCSS's monitoring facility (the "Center') as determined by SCSS ("Installation Date.") Customer also agrees to pay interim charges in
the amount of approximately 1/301h of the monthly charges for each day from and incuding the date the system becomes operative until the first (1 ") of the following month. Payments for
services are due Quarterly in advance, commencing from the first day of the month following the date the system becomes operative.
C. Customer agrees that at any time following expiration of the first 36 Months of any Schedule, SCSS may increase the basic monthly charges for the location(s) specified on the Schedule,
once a year, for the balance of the term and any renewal thereof. Customer agrees to pay the full amount of such increase, which increase shall not exceed 3% percent over the previous
twelve (12) months' basic ongoing charges.
4 Livuidated Damaues and SCSS's Llmlts_of LL0111ty.
A The parties agree that SCSS is providing a system and/or service designed to reduce the risk of loss only; that the payments provided for herein are based solely on the value of the system
and/or services as described herein and are unrelated to the value of any property located on Customers premises; that SCSS is not liable for losses which may occur in cases of malfunction
or nonfunction of any system provided by SCSS or that SCSS is not liable for losses which may occur in the monitoring, repairing, signal handling or dispatching aspects of the service, even
if due to SCSS's negligence or failure of performance; that SCSS is not liable for losses resulting from failure to warn or inadequate training; that SCSS is not an insurer; and that insurance
covering personal injury, property loss, and damage to and on Customers premises must be obtained and/or maintained by Customer. Customer understands that it is Customer's duly to
purchase such insurance; that SCSS offers several levels of protection and services and that the system and/or service described in the Schedule has been chosen by Customer after
considering and balancing the levels of protection afforded by various systems and the related costs The Agreement shall confer no rights on the part of any person or entity that is not a
party hereto, whether as a third -party beneficiary or otherwise, with the exception of named indemnitees in Article 4 herein.
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 AND/OR SERVICES PROVIDED, DUE TO THE UNCERTAIN NATURE OF POTENTIAL DAMAGES AND/OR VALUE OF CUSTOMER'S PROPERTY OR THE PROPERTY OF
OTHERS KEPT ON THE PROTECTED PREMISES WHICH MAY BE LOST, STOLEN, DESTROYED, DAMAGED OR OTHERWISE AFFECTED BY OCCURRENCES WHICH THE SYSTEM
OR SERVICE IS DESIGNED TO DETECT OR AVERT, INCLUDING LOSS, DAMAGE, OR INABILITY TO OR IMPAIRMENT OF ACCESS TO CUSTOMER DATA, INABILITY OF SCSS TO
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 INJURIES TO THIRD PARTIES. THEREFORE, IF LIABILITY IS IMPOSED ON SCSS, ITS EMPLOYEES, AGENTS OR
REPRESENTATIVES, FOR PROPERTY DAMAGE OR PERSONAL INJURY, SUCH LIABILITY SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE ANNUAL SERVICE CHARGE FOR
THE PARTICULAR LOCATION INVOLVED OR $10,000 WHICHEVER IS LESS, (IF THERE IS NO ANNUAL SERVICE CHARGE FOR THE PARTICULAR LOCATION INVOLVED, SCSS's
LIABILITY SHALL BE LIMITED TO $500.0% THIS SUM SHALL BE PAID AND RECEIVED EITHER (i) AS LIQUIDATED 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 THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS UNDER THIS CONTRACT OR BY NEGLIGENCE, ACTIVE OR
OTHERWISE, OF SCSS, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES- IF CUSTOMER WISHES SCSS TO INCREASE THE AMOUNT OF THE LIQUIDATED DAMAGES OR
LIMITATION OF LIABILITY AS PROVIDED ABOVE, CUSTOMER MAY OBTAIN FROM SCSS AN ADDITIONAL AMOUNT OF LIQUIDATED DAMAGES OR LIMITATION OF LIABILITY BY
PAYING AN ADDITIONAL MONTHLY SERVICE CHARGE TO SCSS, 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.
NO SUIT OR ACTION SHALL BE BROUGHT AGAINST SCSS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION ARISES.
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 his/her own property or the property
of others in its premises, CUSTOMER AGREES TO INDEMNIFY AND SAVE HARMLESS SCSS, ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES, AND US BANK EQUIPMENT
FINANCE IF US BANK EQUIPMENT FINANCE HAS PROVIDED ANY FUNDS IN RELATION TO THIS AGREEMENT, FROM AND AGAINST ALL CLAIMS, LAWSUITS AND LOSSES BY
PERSONS NOT A PARTY TO THIS AGREEMENT, ALLEGED TO BE CAUSED BY THE IMPROPER OPERATION OF THE SYSTEM, WHETHER DUE TO MALFUNCTIONING OR
NONFUNCTIONING OF THE SYSTEM OR THE NEGLIGENT PERFORMANCE OR NONPERFORMANCE BY SCSS OF ANY SERVICE PROVIDED BY SCSS, INCLUDING BUT NOT
LIMITED TO, THE INSTALLATION, REPAIR, MONITORING, SIGNAL HANDLING, OR DISPATCHING ASPECTS OF THE SERVICE,
55A[VL£T_C�0-!IVog1¢11L.S.9.v+_1tiL5o utiam Inr- Licenrte lnfo(as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd, Montgomery,
AL 36116 (334) 264-93BB; 48682: AZ ROC204975: AR 032977; CMPY.0001911, Regulated by Arkansas Bel of Private Investigators and Private Security Agencies, #1 Stale Police Plaza Or, Little Rock, AR 72209 (501) 618-8600: CA 848019 - CIO;
LCO5911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security 8 Investigative Services, Dept. of Consumer Affairs, Sacramento, CA 95814: CT ELC.0184651-1-5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162: F875: F1277: 61931, MA 12737A: MD 107-1828: 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FAILV; 1839-CSA, Alarm Systems Licensing Bd„ 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074465; 659423; Burglar Alarm Business Lia # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943: NY 12000293169, Licensed by NYS Depl, of Slate: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650: 1446: 2026, CE-D 65528: Tx ACR2639; ECR1821; B02140: LIT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: VJV 045298: WI 969322: WY LV-G-23679
Q-154719
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DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY.
Security
STANLEY Convergent Security Solutions, Inc.
D. With respect to 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 SCSS'S
RIGHTS AS DESCRIBED IN THIS SECTION OR OTHER SECTIONS OF THIS AGREEMENT OR APPLICABLE SCHEDULE.
E Paragraphs A through D of this Article 4 shall apply to any other company or entity which, in addition to SCSS, furnishes, as a subcontractor, or otherwise, any installation, monitoring or other
services provided hereunder.
F LffPftd Eauiamenl Warranty- Where Customer purchases a security system under [his Agreement, SCSS warrants that the equipment will be free from defects in material and workmanship
for a period of 90 DAYS from the dale the security system is placed into Woralton If, during this warranty period, any of the equipment or parts are defective or malfunction, they will be
repalrad or replaced, at SCSS's sole option, free of charge. Warranty rapalr is done Bam — 4 pm Monday through Friday, excluding holidays. This warranty will not apply if the damage or
malfunction occurs batause the sys4am has been adjusted, added to, altered, abused, misused or tampered with by the Customer, operated or used contrary to the operating instructions,
software is used with an operating system other than that specified by SCSS or its original equipment manufacturer ("OEM'), performance issues relating to the use of Customer's data
network(s), power flucGwlions, orany olhercause not within the Cause or cohlrol of SCSS. If inspection by SCSS fails to disclose any defect covered by this limited equipment warranty, the
equipment will be repalrod or replaced at Customer's expense and SCSS's regular service charges will apply.
DISCLAIMER OF ALL OTHER WARRANTIES: WITH THE EXCEPTION OF THE FOREGOING LIMITED EQUIPMENT WARRANTY, 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 WILL SCSS, ITS EMPLOYEES,
AGENTS OR REPRESENTATIVES BE RESPONSIBLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER, SCSS MAKES NO
WARRANTIES CONCERNING ANY EQUIPMENT OR DEVICES ATTACHED TO CUSTOMER'S SYSTEM UNLESS SUCH EQUIPMENT OR DEVICES WERE ORIGINALLY PURCHASED
AND INSTALLED UNDER THIS AGREEMENT,
STATE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR A LIMITATION ON THE DURATION OF
IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY- THE WARRANTY PROVIDES SPECIFIC LEGAL RIGHTS AND CUSTOMER MAY ALSO
HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE,
M l sce_llariyoua Charues. and In 0[ease In. Charges.
A Customer shall pay any City, Slate or Federal taxes, fees or charges which are imposed upon the equipment, the installation thereof or performance of the services provided for herein,
including any increase in charges to SCSS for facilities required for transmission of signals under this Agreement
B- Al SCSS's option, a fee may be charged for any unnecessary service run or false alarm. If Customer or SCSS is assessed any fine or penally by any municipality, fire, or police department
as a result of any false alarm, Customer shall pay the full amount of such fine or penally. If, following an investigation at Customers request, it is mutually agreed that a false alarm was
caused by SCSS, the amount of the fine or penalty paid by Customer shall be credited to Customers account.
C. The payments set forth in the Schedule referenced in paragraphs 3.A. and 3-B. include telephone company line charges if required- SCSS may immediately increase its monthly charges to
reflect such increased line charges for the Customer facility covered by this Agreement Customer shall also pay any telephone company toll line charges incurred by the operation of the
system
D. Installation charges set forth in the Schedule assume installation will be performed during SCSS's normal working hours and using its own personnel. If Customer requests the installation or
any part thereof to be performed outside ordinary business hours, or if the installation must be performed by outside contractors, or if SCSS's wage rates do not apply as a result of prevailing
wage conditions, or otherwise, then the installation charge will be adjusted accordingly.
E- If any Governmental agency requires any changes in the system originally installed, Customer agrees to pay for such changes. It is Customers responsibility to obtain alarm use permits,
required by the local jurisdiction.
F. The prices quoted for the alarm system are based upon the number of components, type of security and service specified in the Schedule- Should Customer request or require additional
protection, security devices or services, this may affect the final contract price- Cost associated with conditions not apparent at SCSS's initial survey and for delays other than caused by
SCSS will be borne by Customer at SCSS's then current rates.
G. Failure to pay amounts when due shall give SCSS the right to charge interest at the rate of 1 % % per month, or other maximum permitted by law, on any delinquent balance. A balance
becomes delinquent thirty (30) days after payment is due under Article 3
6 Furl"rColl Pat IonsofCustomer.
A Customer shall not tamper with, alter, adjust, add to, disturb, injure, move, remove or otherwise interfere with equipment installed by SCSS, nor shall Customer permit the same to be done
by others. It is further agreed that if any work is required to be performed by SCSS due to Customers breach of the foregoing obligations, Customer will pay SCSS for such work in accordance
with SCSS's then current prevailing charges. CUSTOMER SHALL INDEMNIFY AND HOLD SCSS HARMLESS FROM AND AGAINST ANY CLAIM ARISING OUT OF SUCH TAMPERING,
ALTERATION, ADJUSTMENT, ADDITION TO, DISTURBANCE, INJURY, MOVEMENT, REMOVAL OR INTERFERENCE WITH SUCH EQUIPMENT AND FOR THE INTERCONNECTION
BY ANYONE OTHER THAN SCSS OF ANY EQUIPMENT OR DEVICE TO ANY SCSS EQUIPMENT.
B- For those premises where SCSS is to provide monitoring, Customer shall furnish SCSS a list 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 for updating such lists. In cases of supervised service, Customer shall also furnish SCSS with an authorized
daily and holiday opening and closing schedule.
C. Customer shall set the alarm system at such limes as Customer shall dose its premises. Customer shall lest the alarm system prior to each closed period and shall immediately report to
SCSS any claimed inadequacy in, or failure of, the system. Customer shall perform a periodic walk test of any motion detection equipment used on the premises
D. Customer shall permit SCSS access to the premises for any reason arising out of, or in connection with, SCSS's rights or obligations under this Agreement
SrANLEY Convergent Segyllty 1p- Inn.. Lloeree Ihl n .bon (as at B 10Q020). AK 1003300; 104891: AL aaa. 1278, 022.` 1472, Gempiaint5 m4y tee directed to Alabama Electronic Security Board of l4eenarlre, 7956 Vatl})Iln Rd., Mordgomery,
AL 36116 1334) 2e4-938e; 441882; AZ ROC204975: AR 032077; OMPY-CM191 t Ragulalod Iry Arkansan Bd of Anvale Imestigalgr -mnd private q—ily Agencies, #1 Slate Police Plaza Dr, Little Rock, AR 77209 (501) 616.-IWO: CA 841K.19- 010;
LGO5B11: AGO6055, Alarm company Uperalole are Ilcensed and regulated by the B4reaM Or Seemly A Imcatigallvo Serrlces, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC,0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
00701. HI M190; IA AC.Z 11; ID 015830: 022708r4A-q: IL Q7001274! KY ne (LOuI-IIPb):.LA F 1162; F875; F1277; 61031: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FAILV; 1839-CSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074465; 659423: Burglar Alarm Business Lic. # 34BX00022000; NM 374554: NV V460; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; 8AC5501: TN 1180; 1448; 1650: 1446; 2026, CE-D0WII: TX ACR2639; ECA1821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879.
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DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAN LEY.
Security
STANLEY Convergent Security Solutions, Inc.
E. Should any part of the system be damaged by fire, water, lightning, acts of God, third -parties or any cause beyond the control of SCSS, any repairs or replacement shall be paid for by
Customer (ordinary wear and tear excepted in the case of an SCSS owned system).
F. Any claim by Customer of improper installation or failure to comply with Customer's specifications shall be made in writing to SCSS within ninety (90) days of installation completion. Such
obligation shall not waive Customer's warranty rights under Article 4.F., Limited Equipment 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 installation of the system on the premises Customer shall
indemnify and hold SCSS harmless from any losses or damages, including attorney fees, resulting from breach of such representation and warranty, or from SCSS's inability to recover SCSS
owned system components when Customer moves out of the premises.
H. For those premises where SCSS is to provide central station sprinkler supervisory and water flow alarm or automatic fire alarm service, Customer warrants and agrees that all alarm valves,
gate valves, tanks, pumps, compressors, inspector test connections, or other elements of the sprinkler system as now installed or to be installed, are, or will be, corrected at Customer's
expense so as to be acceptable to the insurance and other authorities having jurisdiction when equipped with SCSS's signaling devices. Customer further agrees to furnish any necessary
water through Customer's meter and at Customers expense, to place hoods over any open forges or fires, and to pipe all boiler blow -offs and steam exhaust outside the premises to be
protected -
I It is mutually agreed that the Customer assumes full responsibility for the operation of any and all bypass or switch units provided for disconnecting or reconnecting the alarm sounding and/or
transmitting equipment at Customers premises.
J, Customer represents that, except to the extent it has given SCSS written notice prior to the execution of this Agreement, (i) the work and/or services to be performed hereunder are not subject
to any Federal, Stale or local prevailing wage statute or regulation, and (ii) to the best of its knowledge there is no asbestos or presumed asbestos -containing material, formaldehyde or other
potentially toxic or hazardous material contained within, or in, on or under any portion of any area where work will be performed under this Agreement If such materials (whether or not
disclosed by Customer) are discovered and such materials provide an unsafe or unlawful condition, such discovery shall constitute a cause beyond SCSS's reasonable control and SCSS
shall not start, or continue, to perform its work under the Agreement until Customer has remedied the unsafe or unlawful condition at Customers sole expense, CUSTOMER SHALL
INDEMNIFY AND HOLD SCSS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, COSTS AND EXPENSES OF ANY KIND (INCLUDING ATTORNEYS' FEES) FOR FINES,
PENALTIES, BACK WAGES, BODILY INJURY, PROPERTY DAMAGE, DELAY OR WORK STOPPAGE THAT ARISES UNDER OR RESULTS FROM A BREACH OF THE FOREGOING
REPRSENTATIONS (REGARDLESS OF WHETHER OR NOT CUSTOMER DISCLOSED SUCH MATERIALS TO SCSS).
K. Customer agrees that SCSS may conduct a credit investigation and review or provide a copy of the Agreement or related information to US Bank Equipment Finance for the purpose of
evaluating credit. In such event, Customer shall provide, in a timely manner, such financial information as SCSS may request Customer represents and warrants that all such financial
information accurately and completely presents Customer's financial condition as of the date of execution of this Agreement
L. Customer hereby authorizes SCSS to execute and file financing statements and/or continuation statements under the Uniform Commercial Code on Customer's behalf and to file such
documents in all places where necessary to perfect SCSS's interest in the equipment- Customer agrees to execute any such instruments as SCSS may request from time to time.
7- FurtherOld llnatlons of SCSS: Llmltatlona.
A. Neither party shall be held responsible or liable for delay in installation of the system or interruption of service, due to strikes, lockouts, riots, floods, fires, lightning, acts of God, or any cause
beyond the control of such party, including interruptions in telephone service SCSS will not be required to perform installation or supply service to Customer while any such cause shall
continue.
B. If Customer has subscribed to monitoring service, the system will be connected to SCSS's Center. Unless specifically requested otherwise by the Customer and approved by SCSS's Center,
when a burglar alarm signal from the alarm system is received, the Center will first try to telephone Customer's premises, and if there is no answer then will try to telephone the first available
person on Customers emergency call list, to verify whether or not an emergency condition requiring police response exists. If there is no answer to both of these calls or the person contacted
indicates that an emergency exists, the Center will attempt to notify the police department The Center will also attempt to contact someone on the emergency call list to advise them that the
police have been notified When afire alarm, hold-up alarm or duress alarm signal is received, the Center will attempt to notify the police or fire department or other emergency personnel
and the first available person on the emergency call list. When a non -emergency signal is received, the Center will attempt to contact the premises or the first available person on the
emergency call list but will not notify emergency authorities The Center reserves the right to use automated notification procedures in lieu of phone call notifications for non -emergency signals
unless expressly prohibited by local authorities If Customer requires phone notification for non -emergency signals, Customer agrees to subscribe to such service and an additional fee may
apply. Phone nolification for non -emergency signals will be made during normal day -time hours unless expressly requested otherwise by Customer.
The Center may choose not to notify emergency personnel if it has reason to believe that an emergency condition does not exist. SCSS and Customer are obligated to comply with all
notification and response requirements imposed by governmental agencies having jurisdiction over the system SCSS reserves the right to discontinue or change any particular response
service due to such governmental or insurance requirements without notice. Customer consents to the tape and video recording of telephonic and video communications between Customer's
premises and SCSS, and will inform its employees and third parties that such recordings are authorized. If Customer's police or fire department now or in the future requires physical or visual
verification of an emergency condition before responding to a request for assistance, Customer agrees to subscribe to such service if provided by SCSS, or otherwise comply with such
requirements, and an additional fee may apply for such services-
C. If video equipment is installed, it may be integrated into the system and, upon activation, will send a video transmission to the Center. The Center will first attempt to verify the nature of the
emergency by viewing the video- If the Center determines that an emergency condition exists, it will try to first telephone the premises, if available, and report the emergency condition. If
there is no answerorthe person answering confirms the emergency condition, then, based upon the nature of the emergency condition, the Centerwill notify the proper police orfire department
or other emergency personnel, and the next available person on the emergency call list If the Center determines that an emergency condition does not exist, or the video is inconclusive, the
Center will use the notification procedures set forth in paragraph 7B above.
Customer understands that, if the system installed is monitored, due to the nature of the method used for communicating alarm signals to SCSS's monitoring center, there may be times when
that communication method is not able to transmit signals and SCSS will not receive alarm signals. Digital communicators use standard telephone lines and SCSS does not receive signals
when the telephone system becomes non -operational or the telephone line is placed on vacation status, cut, interfered with or otherwise damaged There will be limes when any radio
frequency method, such as cellular, public or private radio systems or Internet based service, cannot transmit an alarm signal due to lack of signal strength, network congestion, or availability
of a communications channel. Similarly, any other type of communication method installed under this Agreement also can experience an inability to communicate alarm signals- Customer
understands that SCSS offers several levels of communication methods of alarm signals to the monitoring center and that the Services described on the Schedule have been chosen by
Customer after considering and balancing the levels of protection afforded by various communication methods and the related costs. Customer acknowledges and agrees that Customer is
solely responsible for the selection of the type of communication method and whether the utilization of more than one communication method is required. Communications networks provided
by independent carriers or providers are wholly beyond SCSS's control and are maintained and serviced, solely by the applicable carrier or provider- Customer agrees to reimburse SCSS
for any costs incurred to reprogram the communicator because of area code changes or other dialing pattern changes. If telephone service is used, the use of DSL or other broadband
telephone service may prevent the system from transmitting alarm signals to the monitoring center and/or interfere with the telephone line -seizure feature of the system Such services should
be installed on a telephone number that is not used for alarm signal transmission. Customer agrees to notify SCSS if Customer has installed or intends to install DSL or other broadband
;z7,4f[ Y.�n_crya=t y88ielkv SolrAions. Inc License Wormelion (as or 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints maybe directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd, Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY.0001911, Regulated by Arkansas Ed of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LCO5911; AC06055, Alarm company operalors are licensed and regulaled by the Bureau of Security & Investigative Services, Dart. of Consumer Affairs, Sacramento, CA 95814: CT ELC 0184651-15: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F7277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207660: MN TS001238: Ms 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FNLV: 1839-CSA, Alarm Systems Ucensing Bd., 3101 Industrial Drive, Ste 104, Raleigh, INC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic # 34BX00022000: NM 374554: NV F400; F401; 0071024:
0084943; NY 12000293169, Licensed by NYS Dept. of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1446; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879.
0-154719
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DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAKLEYe
Security
STANLEY Convergent Security Solutions, Inc.
service. IMMEDIATELY AFTER THE INSTALLATION OF DSL OR OTHER BROADBAND SERVICE, THE SYSTEM'S SIGNAL TRANSMISSION MUST BE TESTED WITH THE
MONITORING CENTER
E. For those premises with a direct connection to the police, fire department, or other agency, it is mutually understood and agreed that signals transmitted hereunder will be monitored in police
and/or fire departments or other locations, and that the personnel of such police and/or fire departments or other agencies are not SCSS's agents, nor does SCSS assume any responsibility
for the manner in which such signals are monitored or the response, if any, to such signals
F, SCSS shall not be responsible for the replacement of equipment or parts no longer commercially available to SCSS.
G. If a service plan or software support option is selected by Customer, SCSS will provide and install 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 installed by SCSS In the event the Customer elects
to have someone other than SCSS install the software upgrade, the Customer shall assume any and all liability for any damage caused pursuant to the installation Service and upgrades for
third party software not supplied by SCSS are excluded from this Agreement
8 Title to zguinmaatand Use of SCSS-owned Eoulomenh Proprietary Protection.
A Any SCSS owned equipment installed on the Customers premises shall at all times remain solely Iha property of SCSS and Customer agrees not to permit the attachment thereto of any
equipment not lurnished by SCSS. If Cuslomw purchases equipment, CustDmer agrees Thal SCSS relains a security interest in line equipment until the full purchase price Is paid It is further
undemtoad and agreed That SCSS may remove or abandon all SCSS owned equiprrenl, including all wiring Inslalled by SCSS, in whdear In part, upon termination of the Agreement by lapse
of lima, default of any moneys due heraurlder, or otherwisa without any obligation 10 repair or redecorate any portion of line protected pramises, provided that such removal or abandonment
shall not be held to corlstitrAe a waiver of the rghl of SCSS to e01IBCt any charges which have accrued hereunder. Customer shall have no right, title or interest in the equipment outside of
the leasehold interest created by the Schedule
B. Customer shall keep all SCSS owned equipment at all times free and clear from all liens, claims, levies, encumbrances, security interests and processes, of any nature whatsoever Customer
shall give SCSS immediate notice of any such attachment or other judicial process affecting any of the equipment Without SCSS's written permission, Customer shall not attempt to or
actually: (i) pledge, lend, create a security interest in, sublet, exchange, trade, assign, swap, use for an allowance or credit or otherwise; (11) allow another to use; (iii) part with possession;
(iv) dispose of; or (v) remove from the location of installation, any item of equipment If any item of equipment is exchanged, assigned, traded, swapped, used for an allowance or credit or
otherwise to acquire new or different equipment (the "new equipment") without SCSS's prior written consent, then all the new equipment shall become equipment owned by SCSS subject to
this Agreement and the applicable Schedule-
C. Any computer application program and/or documentation, collectively referred to as "Software", that is provided by SCSS under this Agreement, is owned by SCSS, its affiliates or one of its
OEMs and is protected by United States and international copyright laws and international treaty provisions. Any breach of this Agreement will automatically terminate the Customers right
to use this Software, and the Customer is obligated to immediately return such Software to SCSS Customer may not copy the Software for any reason other than per the dictates of any end
user software license agreement Customer may not reverse -engineer, disassemble, decompile or attempt to discover the source code of any Software Customer acknowledges that any
breach of this section shall result in irreparable injury to SCSS for which the amount of damages would be unascertainable- Therefore, SCSS may, in addition to pursuing any and all remedies
provided bylaw, obtain an injunction against Customer from any court having jurisdiction, restraining any violation of this section
9 Termination.
A. SCSS may terminate this Agreement as follows:
i) Immediately, in the event Customer defaults in the per}ormanra of any of the terms and COrldltjons of this Agreement, including the failure to make any payment as agreald
herein, and fails to cure or remedy the darault within thirty (30) cetefidar days after receipt046tten notice Wm SCSS specifying such default. Notlflration by facsimile, U.S.
nail or by courier shall be acceptable Upon such terrhlnalion for default, the balance of all moneys due and for the unexpired term of this Agreement shall become immediately
due and payable, together with interest at the maximum legally allowable rate, or
ii) Immediately, in the event SCSS's monitoring center, the telephone lines, wires, or SCSS's equipment within Customer premises are destroyed or so substantially damaged that
it is commercially impractical to continue service to Customers premises; or
iii) As provided in Article 2 relating to expiration,
B. Customer may terminate this Agreement:
i) Immediately, upon written notice for any individual location in the event any Customer location is, by any cause beyond the control of Customer, destroyed or so substantially
damaged that it is commercially impractical for Customer to continue any operations at such location, provided that if the Customer is using SCSS owned or TKO equipment,
the Customer must pay SCSS all payments remaining to be made under this Agreement through its scheduled expiration; or
il) As provided in Article 2 relating to expiration.
C. Upon termination of this Agreement, Customer shall permit SCSS access to Customers premises in order to deactivate the telephone line signaling device and/or to remove the equipment
pursuant to Article 8-
10 Assignment.
This Agreement is not assignable by the Customer, except upon written consent of SCSS first being obtained SCSS shall have the right to assign this Agreement, or to subcontract any of the obligations
under the Agreement, without the consent of, but with notification to, the Customer
11. insurance and Waiver of 9mbrapatan.
Customer shall obtain, and maintain, insurance coverage to cover 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 limits set forth in Paragraph 4B, Customer shall look solely to its insurer for recovery of its loss and hereby waives any and all claims for such loss against SCSS Customer
agrees to obtain insurance permitting said waiver without invalidating coverage. Both parties do hereby for themselves and for other parties claiming under them, release and discharge each other from
and against all claims arising from hazards covered by insurance, it being expressly agreed and understood that no insurance company or insurer will have any right of subrogation against either party.
12 SeverabilllyaInd Savings
In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, void, illegal, or unenforceable by any court, arbitrator, or governmental agency, the remaining
provisions of this Agreement shall remain in full force and effect, and the invalid, void, illegal, and/or unenforceable provision(s) shall survive to the extent not so held
13- Non -solicitation
STANLEY Canvern yLBs Wtly;rSsdWIoft. tnC. Limma Informal:on (as or4.10.20201 AK t003300; 104881: AL ass, 1276, 134: 1472, Coinp1nint6 Inny by dlrecfed to Alabaino F.lechonic Se may Board vl Lteanaure- 7956 vugylln Rd , ktnrtlgomury,
AL 351I$ t334) 264-0389, 4E6a2: AZ ROC204975: AR 002977; CMPY-0001011. Regulaled by Arkansa4 Rd a1Pn ulm vus InUgalwa and Pnvate%cnnly Aganctes; 41 SWA Police Plum of. Uklu Rock, AR 72200 (501) 6U8-Zi M CA 8.4801B • C"I
LCQ5911: AC 06055. Non company operatpts are licensed and rgkilatod by 111v Buroau of Security a Inuesilgntive Sdtvicor- DnpoL of Consume+ Afra-va, eacamento, CA 95914 CT ELC-0184651-1_5 DE 04-156, FM--0001 FL EF20001145: GA
455101. W 36350; tR AG211 10 015830. 022126•AAL4. IL 127DO1274 KY 335 (tuulsville): LA F 1162; 1:015. F7277: 151531 MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP+ArLV: fa39•CSA, Ad— Syetemsbcansing Bd., 3101 Industrial Drive, Ste 104, Raleigh, NO 27609 (919)78&5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lie. p 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293109, Llcenaed by NYS Dept of Stale: OH 53-89-1512: OK 953: OR 161567: PA M?.73U' RI 9448A. TSC 4996; sC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: UT
5704068-6501: VA 27050a7235A, 11-5461: WA STANLCS925MZ: W d 045298: WI 969322: WY LV-G-23679
Q-154719
Page 10 of 12
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
STANLEY Convergent Security Solutions, Inc.
During the term of this Agreement and for a period of not less than one (1) year following its expiration or termination, both parties agree not to solicit as an employee, consultant, agent, subcontractor
and/or representative (hereinafter "Employee") any person who is an Employee of the other party at the time of such solicitation. If this covenant is breached, the non -breaching party will be entitled to
injunctive relief to be issued by any court of equity having jurisdiction to enjoin and restrain the breaching party and the subject Employee, and each and every other person concerned therein from
further violation thereof, and in addition thereto, if a court finds a violation of this clause, the non -breaching party will be entitled to liquidated damages, due to the difficulty of proof of actual damages,
against the breaching party in the amount of the hired Employee's fully loaded salary, including benefits, bonuses, commissions, stock grants, the cost of training and other similarfully loaded elements
Both parties acknowledge that such amount is reasonable, not a penalty and not disproportionate to the presumed investment in the training of such Employee and the damages suffered by the non -
breaching party, Solicitation through advertisements directed at the general public or through "head hunters" who contact a party's employees without the party's knowledge will not be considered
solicitations for purposes of this paragraph.
14. Trial by Jury
Both parties to this Agreement, knowingly, voluntarily and intentionally waive 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.
15 Choice of Law
This Agreement is entered into in the State of New York and shall be interpreted, enforced and governed under the laws of the State of New York without regard to application of conflicts of laws
principles that would require the application of any other law.
16 Entire Agreement.
It is agreed to and understood by the parties that this Agreement, and the attached Schedule and Exhibits, constitute the entire Agreement between the parties, and supersedes and replaces all other
prior understandings or agreements, whether oral or written, relating to the services covered by this Agreement. This Agreement may not be changed, modified or varied except in writing, signed by an
authorized representative of SCSS It is understood and agreed by and between the parties hereto, that the terms and conditions of this Agreement shall govern notwithstanding any additional or
inconsistent terms or conditions contained in any purchase order or other document submitted by Customer Th s ArirgenmoM shell not become bindIng on SCSS until api3rovad and accented by. CS
manaoament as vrowQed bdnly, Customer hereby acknowledges that it has read this entire Agreement and agrees to be bound by all its terms and conditions.
Security Representative Customer (Sign)
Senior Security Sales Consultant
Security Representative Title
Doc Signed by:
- 56478466.7.
STANLEY Authorized Manager (Sign)
Eric Stapleman
STANLEY Authorized Manager (Print)
Customer (Print)
j1YAYGQ.
Title
Not Binding on SCSS without either Authorized Management Approval Signature or SCSS Begins the Installation or Services.
PO Required by customer: ❑
STAtLrLC1Cg0yepygpj,y�p ¢y gtigla�s. Ino,1141> Inlorrnall (as of 9-10-2020): AK 1003300: 104691: AL 888, 1278, 1322: 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd , Montgomery,
AL 36116 (334) 264-9388; 46682: AZ ROC204975: AR 032977; CMPY,0001911, Regulated by Arkansas Ed of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LC05911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security 8 Invesligalive Services, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC 0184651-15: DE 04-158: FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875: F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Bd„ 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lie. # 348X00022000; NM 374554: NV F400; F401; 0071024:
0084943; NY 12000293169, Licensed by NYS Dept. of Slate: OH 53-69-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448: 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045290: WI 969322: WY LV-G-23879
Q-154719
Page 11 of 12
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY.
Security
STANLEY Convergent Security Solutions, Inc.
Addresses:
Street Address:
InvoicesBilling Installation
216 Prospect ST
• Services Invoices
216 Prospect ST
Time & Material Invoices
216 Prospect ST
City
Port Orchard
Port Orchard
Port Orchard
State/Providence
WA
WA
WA
Country
United States
United States
United States
Zip/Postal Code
Attention
98366
98366
98366
Billing Contact
Billing Phone
3608767043
3608767043
3608767043
Billing ID
Special Handling
Required
N
N
N
Notes for Special
Handling
PO #
e5TA(as of 9-10-2020): AK 1003300; 104891: AL 808, 1278, 1322: 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd , Montgomery,
AL 36116 (334) 264-9388; 48662: AZ ROC204975: AR 032977; CMPY 0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 Stale Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10:
LC05911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security ,8 Investigative Services, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC 0184651-15: DE 04-15B; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830: 022726-AA-4: IL 127001274: KY 330 (Louisville): LA F1162; FB75: F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FAILV; 1839-CSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)786-5320; NH 0424-C; NJ 1074485: 659423; Burglar Alarm Business Lic # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943: NY 12000293169, Licensed by NYS Dept of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3367: BAC5501: TN 1180: 1446; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879,
0-154719
Page 12 of 12
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAKLEY.
Security Equipment & Labor Summary
City of Port Orchard
216 Prospect ST, Port Orchard, WA 98366
Proposal Generated:
Q-154719
10/6/2020
BILL OF • LABOR BREAKDOWN
EQUIPMENT
Qty
Part Number
Description
Unit Price
Extended
Price
1
PERMITS
PERMITS - One Time 3rd Party Permit Fee
$100.39
$100.39
1
LP1502
MERCURY INTELLIGENT CONTROLLER
$870.59
$870.59
1
SYMR52
READER INTERFACE
$380.89
$380.89
4
920PMNNEKMA003
RP40 MLTCLS SE, WIEG, PIG, BLK
$157.04
$628.16.
4
IDS160
PIR REQUEST TO EXIT SENSOR WITH SOUNDER GRAY
$45.68
$182.72
4
TP160
TRIM PLATE FOR DS150/DS160
$0.97
$3.88;
4
4400A
DOOR CONTACT
$19.89
$79.56,
1
jLSP4DRE4M
LSP - 4 DOOR, 24H X 20W X 4.5DIN E4M
$322.751
$322.75
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
3
FAS1075
12V 7AH SLA BATTERY
$10.14
$30.42
2
454932AYW
CARD ACC COMP SHLD PLENUM 500FT
$327.57
$655.14
1
TBD JIC MAT L
TBD JIC MATL
$50.19
$50.19
1
TBD CONDUIT
TBD CONDUIT
$100.38
$100.38
1
SSSFXDCTRMAT
FIXED PRICE CONTRACTOR MATERIAL
$1,694.93
$1,694.93
EQUIPMENT AND MATERIAL TOTAL
$5,100.00
LABOR
Qty
Part Number
Description
Unit Price
Extended
Price
1
SSS90DAYWARR
90 DAYS
$0.00
$0.00
34
SSSGSNTECH3
GOVERNMENT INSTALLATION TECHNICIAN III
$148.60
$5,052.40
2
SSSGSAPRJMGI
GOVERNMENT PROJECT MANAGER I
$126.59
$253.18
1
EQUIP RENTAL
LIFT EQUIPMENT RENTAL & DELIVERY
$825.56
$825.56
1
SSSFXCTRADLB
FIXED PRICE ADDTL CONTRACTOR LABOR
$3,668.81
$3,668.81
LABOR AND ADDITIONAL TOTAL
L $9,800.00
GRAND TOTAL 1
$14,900.00
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY.
Security
STANLEY Convergent Security Solutions, Inc.
Schedule of Service and Protection
(Equipment & Services)
STANLEY CONVERGENT SECURITY SOLUTIONS, INC, ("SCSS") AND CITY OF PORT ORCHARD- MILLION RESERV ("CUSTOMER") AGREE ON THIS 6TH DAY OF OCTOBER, 2020, THAT SCSS SHALL
PROVIDE THE SERVICES DESCRIBED BELOW AT 1670 SIDNEY AVE, PORT ORCHARD, WA 98366, ALL WORK, EQUIPMENT, AND SERVICES ARE SUBJECT TO THE DETAILS SET FORTH HEREIN
AND TO THE TERMS AND CONDITIONS OF THE FOLLOWING AGREEMENT(S) BETWEEN THE PARTIES, IN ORDER OF PRECEDENCE: 1) ANY CURRENT MASTER AGREEMENT; AND/OR 2) ANY
CURRENT AGREEMENT DIRECTLY RELATED TO THE SITE. IF SUCH AGREEMENT(S) ARE NOT IN EFFECT, ARE INAPPLICABLE, OR DO NOT CONTAIN MONITORING SERVICES TERMS AND
CONDITIONS, ALL WORK, EQUIPMENT, AND SERVICES WILL BE SUBJECT TO THE TERMS AND CONDITIONS FOUND AT HTTPS:j~..STANLEYSfr-UR SOLUTIONS:COMIEGAL THIS
SCHEDULE OF SERVICE AND PROTECTION, AND THE PRICES QUOTED HEREIN, SHALL EXPIRE IF NOT EXECUTED BY CUSTOMER WITHIN SIX (6) MONTHS OF THE QUOTE DATE LISTED BELOW,
AFTER WHICH TIME SCSS MAY REVISE THE PRICING FOR THE EQUIPMENT AND/OR SERVICES SET FORTH HEREIN.
Solution: WF7_City of Port Orchard- 2 Million Reserv-rev
Opportunity: 0-1689670
Quote: Q-164692
Quote Date: October 6, 2020
Investment Type: Direct Sale
System Information
System Type Access
Primary System:
Secondary Systems:
Customer to Provide
120 vac Power Outlets, Access to Device Locations, Door Hardware, Electric Locking Hardware, PC Client(s) hardware, PC
Hardware for Access Control System, PC Server(s) hardware, Secured storage of on -site equipment,
Equipment Notes
""""TERMS AND CONDITIONS OF THE WA STATE CONTRACT 03017 APPLY
Theory of Operation
City of Port Orchard - 2-Million Reserv. Site - Genetec Medeca XT Intelligent Pad Locks.
Site Address - 200 Maple Ave., Port Orchard WA 98366
City of Port Orchard Genetec Server POC - Steve Havert IT Admin - Desk (360) 876-7043 & Cell (360) 509-7129 - Email
shavert@cityofportorchard.us
City of Port Orchard Genetec Remote Sites with Keys POC - —ony Lang Operations Manager - Cell (360) 535-2490 - Email
tlang@cityofportorchard.us
Stanley Sales Consultant - Michael Cunningham - Phone 425.215-3616
SIANLEY Come me-1 Senin lv Solydiuns 3nr,�jc p0,5e.Infnilpryk00 (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints may be directed to Alabama Eleclronic Security Board of Licensure, 7956 Vaughn Rd„ Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY,0001911, Regulated by Arkansas Bd of Privgle Investigators and Private Security Agencies, #1 Slate Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LCO5911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security 8 Invesligatlw Services, Dept- of Consumer Affairs, Sacramento, CA 95814: CT ELC,0184651-L5: DE 04-158: FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; 1`1277;31931: MA 12737A: MD 107-1826; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FNLV; 1839-CSA, Alarm Systems Licensing Bd., 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (91 a)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic. # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 448A; TSC 4996; SC FAC3387; BAC5501: TN 1180: 1448; 1650: 1446: 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879,
Q-164692
Page 1 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAN LEY.
Security
Stanley Project Manager - TBD when project is booked.
STANLEY Convergent Security Solutions, Inc.
NOTE ** This is a prevailing wage labor installation. Please file appropriate prevailing wage labor information with L&I**
Stanley Security Scope of Work
-Stanley Security to provide and install Genetec Medeco XT Intelligent Pad Locks. This Integration will provide the ability for controlled
access, accountability, physical security, and system management for this remote site using Medeco XT Pad Locks.
Qty (1) SY-MEDXT-HPLOCK - Medeco XT Intelligent Indoor/Outdoor Hockey Puck Style Padlock with Cylinders/Cores for Gate.
SPECIAL NOTE to OPERATIONS TEAM. First order all Genetec parts from Genetec with Stanley PO Then a System Site ID for Medeco
XT will be generated to Stanley Operations.
Medeco XT Direct Resource for Setup and Assistance - Customer Service: 877-633-3261 and/or Technical Product Support: 800-839-
3157
Genetec Direct Support for Setup and Assistance - Genetec RSM Josh Brooks: 206-295-4700 and/or Technical Product Support: 866-
338-2988
Stanley/Customer Programming and Testing
Test Medeco XT GS3 Slim Keys installed and programmed at Genetec Access Control Management City Hall location. Testing includes
the confirmation of Key used via user assigned to a particular key for the purpose of recorded audit information recorded at both the locks
and keys. The recorded data should show a time and date stamp for every event including authorized and unauthorized attempts at
programmed point of access per Padlock and/or Core. Keys are to be programmed to open only specific locks during a designated
schedule Schedules may also contain an expiration point to completely disable the key until it is audited and reprogrammed.
CUSTOMER RESPONSIBILITY: Not in Stanley Security Scope of Work
-Programming or design features not discussed or agreed upon outside of this specific scope of work Any adjustments or changes will be
considered as a separate agreement and billed accordingly.
-All work will be performed between 7:00 am to 5:00 pm unless otherwise agreed upon by customer and Stanley Any work after hours wil
be considered as a separate agreement and billed accordingly.
-Provide access to server and/or workstations required to operate Genetec software for Access Control Management with LANNVAN
connections as required to integrate with Medeco XT.
-This quote does not include any requirements for ADA Door Integrations or Fire alarm integrations by AHJ. If required Stanley will invoice
any required changes separately via change order agreed upon by customer.
***TERMS AND CONDITIONS OF THE WA STATE CONTRACT 03017 APPLY
STANLF_Y Corovergent Secutlly So! ion ,lltc. Lioeme lnfwmalinn (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints maybe directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd., Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY.0001911, Regulated by Arkansas But of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10:
LCO5911: ACO6055, Alarm company operators are licensed and regulated by the Bureau of Security 8 Investigative Services, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC.0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701, HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA H 162; F875; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FAILV; 1839-CSA, Alarm Systems Licensing Bd., 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943: NY 12000293169, Licensed by NYS Dept, of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC33871 BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECRI821; B02140: UT
5704066-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879.
0-164692
Page 2 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY.
Security
(Advanced Service Options)
STANLEY Convergent Security Solutions. Inc.
In addition to the equipment and services provided for above, the following advanced service recommendations are offered and available
as an additional measure of security. By selecting an option(s) below and executing this page, you are agreeing to the provision of such
services pursuant to the same terms and conditions set forth above and at the prices listed herein.
"Please check with your consultant for additional service options.
SYANLEY Cnnveroenl Secunty Bolvhons. Inc Licence Inform ntIQg (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd , Montgomery,
AL 36116 (InN) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY. 0001911, Regulated by Arkansas Bd of Privale Investigators and Private Security Agencies, #1 Stale Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LCO5911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security 8 Investigative Services, DepL of Consumer Affairs, Sacramento, CA 95814: CT ELC-0184651-15: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F11 fit; F675; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FAtLV; 1839-GSA, Alarm Systems Licensing Ed„ 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic, # 34BX00022000; NM 374554: NV F400: F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept. of Slate: OH 53-69-1512: OK 953, OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLC3925MZ: WV 045298: WI 969322: WY LV-G-23879,
0-164692
Page 3 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
STANLEY Convergent Security Solutions, Inc.
DepositInvestment Type. Direct Sale
Pricing and
The term of this Schedule Is for a period of 60 Months from the date hereof and shall thereafter Total Installation Price*: $865.00 USD
renew as set forth in the Agreement to which this Schedule of Service and Protection ("SOSP") is
a Schedule ("the Agreement"). Up -front Deposit": $0.00
Transaction Information: New
Warranty Duration: 90 DAYS
Escalation Information: 3% after 36 Months
Customer agrees that SCSS retains a security interest in the equipment until the full purchase
price is paid.
The quantities and prices reflected in this SOSP are based upon the estimated number of
components specified in blueprints, site surveys, and/or other information provided by Customer
and the options selected by Customer. The equipment and scope above are expected to cover the
cost of installation as quoted herein. Subject to the terms of the Agreement, SCSS reserves the
right to submit Change Orders and to recover any additional costs not previously quoted. Such
costs include but are not limited to, for example, additional costs that arise as a result of 1) any
change to the scope of work or equipment stated in this SOSP; 2) extensions of time outside of
SCSS's direct control; 3) changes in architecture, including IT infrastructure, that were not
anticipated in this SOSP; 4) the undisclosed presence of asbestos and/or other environmental,
health, and/or safety hazards; and/or 5) any faulty non-SCSS equipment that impacts the
performance of the solution proposed by SCSS.
Unless expressly agreed otherwise in the Agreement, SCSS shall have the right to submit invoices
for progress payments based on percentage work completed
"Prices do not include taxes"
Michael Cunningham
Security Representative
Senior Security Sales Consultant
Security Re �ocu�Igned�byitle
62�
STANLEY Authonied5M4an... (Sign)
Eric Stapleman
STANLEY Authorized Manager (Print)
Payment Plan`:
Balance Due Upon
Completion": $865.00
Alonthfy Service Charges
Total Monthly Fee": $0.00 USD
Payment Frequency: Quarterly
Customer (Sign)
Customer (Print)
Title
Not Binding on SCSS without either Authorized Management Approval Signature or SCSS Begins the Installation or Services.
PO Required by customer: ❑
ATANLE'iG-prYYS yt 8ecurltY Sofurione_ Ino Lioeaae Infwmenon (as of 9-10-2020): AK 1003300; 104891: AL 688, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board or Licensure, 7956 Vaughn Rd., Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY.0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 State Palice Plaza or, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10:
LCO5911: AC06055, Alarm company operators are licensed and regulated by the Bureau of Security 8 Invesligalive Services, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC,0184651-L5: DE 04-150; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 336 (Louisville): LA F1162: F875; F1277: 61931: MA 12737A: MD 107-1828: 259: MI 5103423; 3601207680: MN TS001236: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Bel , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423: Burglar Alarm Business Lie. # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept. of Slate: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996: SC FAC3387; BAC6501: TN 1100; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: LIT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 04529a: WI 969322: WY LV-G-23879
Q-164692
Page 4 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAN' LEY,
Security
STANLEY Convergent Security Solutions, Inc.
Billing
Addresses:
Street Address;
Installation•
216 Prospect ST
. Services InvoicesInvoices
216 Prospect ST
216 Prospect ST
City
Port Orchard
Port Orchard
Port Orchard
State/Province
WA
WA
WA
Country
United States
98366
United States
United States
Zip/Postal Code
1 98366
98366
Attention
Billing Contact
Billino Phone
3608767043
3608767043
3608767043
Billing 1D
Special Handling
Required
N
N
N
Notes for Special
Handling
l - -
PO #
A,1111EY Canveroard Securr1, Soirdwns. Im. Llgnsc lnlormnRvnf (as of 9-10-2020): AK 1003300; 104891: AL 888, 1276, 1322; 1472, Complaints maybe directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd„ Montgomery,
AL 36116 (334) 264-9308; 48602: AZ ROC204975: AR 032977; CMPYX0019I 1, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C70;
LC05911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept. of Consumer Affairs, Sacramento, CA 95814: CT ELC.0184651-15: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: It. 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1826; 259: MI 5103423: 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FAiLV; 1839-CSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic, # 34BX00022000; NM 374554: NV F400: F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387: BAC5501: TN 1180; 1448: 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECRIS21; B02140: LIT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045296: WI 969322: WY LV-G-23679.
0-164692
Page 5 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY.
Security
Master Service Agreement
STANLEY Convergent Security Solutions, Inc.
No. Q-164692
This Master Agreement is made and entered into this 6th day of October 2020 between STANLEY Convergent Security Solutions, Inc. with its principal place of business located in 6350 Sunlight Drive,
Fishers, IN 46037 (hereinafter referred to as "SCSS") and City of Port Orchard- Million Reserv, with its principal place of business located at 1670 Sidney Ave, port Orchard, WA 98366 (hereinafter referred
to as "Customer'). This Master Agreement sets forth the general terms and conditions for which SCSS shall provide services to Customer
1- SCOPE OF AGREEMENT.
The instant terms and conditions shall apply to the following services: sales and/or installation, including SCSS owned systems, Service Plans, Storage and Surveillance Solution and monitoring, as
described in a Schedule of Service and Protection ("Schedule") and/or Proposal requested by Customer and agreed to by SCSS. SCSS will provide the services at the location(s) specified on the
attached Schedule. If Customer purchases equipment, at the expiration of the limited warranty, repair service will be on a time and material basis during the hours of 8am-4pm Monday through Friday,
excluding holidays, unless Customer subscribes to a service plan described on the Schedule- Repair services for a SCSS owned system are described on the Schedule-
2- TeKM, Renewal and Ex iration.
This Agreement shall remain in force for an Initial Term of 60 Months from the date this Agreement is executed (the "Initial Term'). If Customer has existing locations currently using SCSS systems
and/or services, the terms and conditions of this Agreement shall cancel and supersede existing agreements at those locations. After the Initial Term expires, this Agreement will automatically be
renewed as consecutive terms of one year, except where prohibited by applicable law in which case the Agreement will renew from month to month, unless terminated by either party by the delivery of
written notice to the other at least 60 days prior to the anniversary date of the Initial Term During the Initial Term, the terms and conditions of this Agreement shall control each location specified in a
Schedule (a "new location") for a period of 60 Months from the dale the system first becomes operational at any such new location and will automatically renew as set forth above, unless terminated by
either party by the delivery of written notice to the other al least 60 days prior to the anniversary date that installation on the location commences Provided, however, that if the Agreement has terminated
or expired prior to the end of the term of such new location, the terms and conditions of the Agreement (other than the renewal provisions thereof) shall nevertheless be applicable to the rights and
obligations of SCSS and the Customer, as to the providing of services to any such new locations.
3, Payment.
Customer agrees to pay SCSS:
A. For the sale and/or installation of the systems as provided in the Schedule attached hereto. For any equipment identified as "TKO" on the Schedule, Customer acknowledges that the purchase
price for the equipment is incorporated into the Total Monthly Fee set forth on the Schedule and will be paid over the Initial Term of the Agreement Customer therefore agrees that SCSS
retains title to the equipment until the full purchase price is paid, which shall be at the expiration of the Initial Term of this Agreement SCSS agrees that upon expiration of the Initial Tenn,
the parties may renegotiate the Total Monthly Fee to reflect payment of the purchase price for the equipment,
B. For the monitoring, and/or service of the system(s) as provided in the Schedule, commencing from the date of installation completion, which shall be the day said item of equipment is installed
at Customer's location and/or is communicating with SCSS's monitoring facility (the "Center') as determined by SCSS ("Installation Date.") Customer also
:8graes to pay interim c fafge8 in
the amount of approximately 1/3011 of the monthly charges for each day from and including the date the system becomes operative until tN3 first (1') of th9fdlowing month. Payments for
services are due Quarterly in advance, commencing from the first day of the month following the date the system becomes operative.
C. Customer agrees that at any time following expiration of the first 36 Months of any Schedule, SCSS may increase the basic monthly charges for the location(s) specified on the Schedule,
once a year, for the balance of the term and any renewal thereof. Customer agrees to pay the full amount of such increase, which increase shall not exceed 3 % percent over the previous
twelve (12) months' basic ongoing charges.
4 Llouldated Damages and SCSq'r,Limlts of Liability..
A Tha parties agree that SCSS is providing a system andW sMice designed to reduce the risk of loss only; that the payments provided forharain are based solely on the value of the system
andlor services as described herein and are unrelaled•ia the value of any tlydpalty located on Customer's premises; that SCSS is not liable for losses which may occur to cases of malfunction
of norlfunotiorl of any system provided by SCSS or that SCSS is not liable for losses which may occur in the montorng, fepatring, signal handling or dispatching aspects of the service, even
if due to SCSS's negligence or failure of performance, that SCSS is not liable for losses resulting from failure to warn or inadequate training; that SCSS is not an insurar; and that Insurance
covering personal injury, property loss, and damage to and on Customers prem[Ws must be obtained and/or maintMned by Customer. Customer understands that it is Customer's duty to
purchase such insurance; Ihat SCSS offers several levels of protection and servKcss and that the system and/or Service described in the Schedule has been chosen by Customer after
considering and balancing the levels of protection afforded by various systems and the related costs. The Agreement shall confer no rights on the part of any person or entity that is not a
party hereto, whether as a third -party beneficiary or otherwise, with the exception of named indemnitees in Article 4 herein.
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 AND/OR SERVICES PROVIDED, DUE TO THE UNCERTAIN NATURE OF POTENTIAL DAMAGES AND/OR VALUE OF CUSTOMER'S PROPERTY OR THE PROPERTY OF
OTHERS KEPT ON THE PROTECTED PREMISES WHICH MAY BE LOST, STOLEN, DESTROYED, DAMAGED OR OTHERWISE AFFECTED BY OCCURRENCES WHICH THE SYSTEM
OR SERVICE IS DESIGNED TO DETECT OR AVERT, INCLUDING LOSS, DAMAGE, OR INABILITY TO OR IMPAIRMENT OF ACCESS TO CUSTOMER DATA, INABILITY OF SCSS TO
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 INJURIES TO THIRD PARTIES. THEREFORE, IF LIABILITY IS IMPOSED ON SCSS, ITS EMPLOYEES, AGENTS OR
REPRESENTATIVES, FOR PROPERTY DAMAGE OR PERSONAL INJURY, SUCH LIABILITY SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE ANNUAL SERVICE CHARGE FOR
THE PARTICULAR LOCATION INVOLVED OR $10,000 WHICHEVER IS LESS. (IF THERE IS NO ANNUAL SERVICE CHARGE FOR THE PARTICULAR LOCATION INVOLVED, SCSS's
LIABILITY SHALL BE LIMITED TO $500-00)- THIS SUM SHALL BE PAID AND RECEIVED EITHER (i) AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, OR (it) 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 THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS UNDER THIS CONTRACT OR BY NEGLIGENCE, ACTIVE OR
OTHERWISE, OF SCSS, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES. IF CUSTOMER WISHES SCSS TO INCREASE THE AMOUNT OF THE LIQUIDATED DAMAGES OR
LIMITATION OF LIABILITY AS PROVIDED ABOVE, CUSTOMER MAY OBTAIN FROM SCSS AN ADDITIONAL AMOUNT OF LIQUIDATED DAMAGES OR LIMITATION OF LIABILITY BY
PAYING AN ADDITIONAL MONTHLY SERVICE CHARGE TO SCSS, 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.
NO SUIT OR ACTION SHALL BE BROUGHT AGAINST SCSS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION ARISES.
C. Since the parties agree that Customer retains the sole responsibility for the life and safely of all persons in its premises, and for protecting against losses to his/her own property or the property
of others in its premises, CUSTOMER AGREES TO INDEMNIFY AND SAVE HARMLESS SCSS, ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES, AND US BANK EQUIPMENT
FINANCE IF US BANK EQUIPMENT FINANCE HAS PROVIDED ANY FUNDS IN RELATION TO THIS AGREEMENT, FROM AND AGAINST ALL CLAIMS, LAWSUITS AND LOSSES BY
PERSONS NOT A PARTY TO THIS AGREEMENT, ALLEGED TO BE CAUSED BY THE IMPROPER OPERATION OF THE SYSTEM, WHETHER DUE TO MALFUNCTIONING OR
NONFUNCTIONING OF THE SYSTEM OR THE NEGLIGENT PERFORMANCE OR NONPERFORMANCE BY SCSS OF ANY SERVICE PROVIDED BY SCSS, INCLUDING BUT NOT
LIMITED TO, THE INSTALLATION, REPAIR, MONITORING, SIGNAL HANDLING, OR DISPATCHING ASPECTS OF THE SERVICE.
aiTANLEY CallyEruuM 5esurlly 5olubms. Ino- Lloerrse Inrmmsflon (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322: 1472, Complaints maybe directed to Alabama Electronic Security Board of Licensure. 7956 Vaughn Rd, Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY-0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rack, AR 72209 (501) 618-8600: CA 848019 - C10;
LCO5911; ACO6055, Alarm company operators are licensed and regulated by the Bureau of Security 8 Investigative Services, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC.0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing ad , 3101 Industrial Drive, Ste 104. Raleigh, NC 27609 (919)788-5320; NH 0424-C: NJ 1074485; 659423; Burglar Alarm Business Lic # 34BX00022000; NM 374554: NV F400: F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept. of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1021; B02140: LIT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879
0-164692
Page 6 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAR LEY,
Security
STANLEY Convergent Security Solutions, Inc.
D. With respect to 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 SCSS'S
RIGHTS AS DESCRIBED IN THIS SECTION OR OTHER SECTIONS OF THIS AGREEMENT OR APPLICABLE SCHEDULE.
E- Paragraphs A through D of this Article 4 shall apply to any other company or entity which, in addition to SCSS, furnishes, as a subcontractor, or otherwise, any installation, monitoring or other
services provided hereunder,
F Umfli'd E4fdrlmerf Warrarlfv. Where Customer purchases a security system under this Agreement, SCSS warrants that the equipment will be free from defects in material and workmanship
for a period of 90 DAYS from the dale the security system is placed into operation. If, during this warranty period, any of the equipment or parts are defective or malfunction, they will be
repaired or replaced, at SCSS's sole option, free of charge. Warranty repair is done 8am — 4 pm Monday through Friday, excluding holidays. This warranty will not apply if the damage or
malfunction occurs because the system has been adjusted, added to, altered, abused, misused or tampered with by the Customer, operated or used contrary to the operating instructions,
software is used with an operating system other than that specified by SCSS or its original equipment manufacturer ("OEM"), performance issues relating to the use of Customer's data
network(s), power fluctuations, or any other cause not within the cause or control of SCSS. If inspection by SCSS fails to disclose any defect covered by this limited equipment warranty, the
equipment will be repaired or replaced at Customer's expense and SCSS's regular service charges will apply.
DISCLAIMER OF ALL OTHER WARRANTIES: WITH THE EXCEPTION OF THE FOREGOING LIMITED EQUIPMENT WARRANTY, 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 WILL SCSS, ITS EMPLOYEES,
AGENTS OR REPRESENTATIVES BE RESPONSIBLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER, SCSS MAKES NO
WARRANTIES CONCERNING ANY EQUIPMENT OR DEVICES ATTACHED TO CUSTOMER'S SYSTEM UNLESS SUCH EQUIPMENT OR DEVICES WERE ORIGINALLY PURCHASED
AND INSTALLED UNDER THIS AGREEMENT,
STATE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR A LIMITATION ON THE DURATION OF
IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. THE WARRANTY PROVIDES SPECIFIC LEGAL RIGHTS AND CUSTOMER MAY ALSO
HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE
Miscellaneous Charges and Increase In Charges
A. Customer shall pay any City, State or Federal taxes, fees or charges which are imposed upon the equipment, the installation thereof or performance of the services provided for herein,
including any increase in charges to SCSS for facilities required for transmission of signals under this Agreement,
B- At SCSS's option, a fee may be charged for any unnecessary service run or false alarm If Customer or SCSS is assessed any fine or penalty by any municipality, fire, or police department
as a result of any false alarm, Customer shall pay the full amount of such fine or penalty If, following an investigation at Customer's request, it is mutually agreed that a false alarm was
caused by SCSS, the amount of the fine or penalty paid by Customer shall be credited to Customer's account
C. The payments set forth in the Schedule referenced in paragraphs 3.A. and 3. B. include telephone company line charges if required. SCSS may immediately increase its monthly charges to
reflect such increased line charges for the Customer facility covered by this Agreement. Customer shall also pay any telephone company toll line charges incurred by the operation of the
system
D. Installation charges set forth in the Schedule assume installation will be performed during SCSS's normal working hours and using its own personnel. If Customer requests the installation or
any part thereof to be performed outside ordinary business hours, or if the installation must be performed by outside contractors, or if SCSS's wage rates do not apply as a result of prevailing
wage conditions, or otherwise, [hen the installation charge will be adjusted accordingly.
E- If any Governmental agency requires any changes in the system originally installed, Customer agrees to pay for such changes. Il is Customer's responsibility to obtain alarm use permits,
required by the local jurisdiction.
F. The prices quoted for the alarm system are based upon the number of components, type of security and service specified in the Schedule. Should Customer request or require additional
protection, security devices or services, this may affect the final contract price, Cost associated with conditions not apparent at SCSS's initial survey and for delays other than caused by
SCSS will be borne by Customer at SCSS's then current rates,
G Failure to pay amounts when due shall give SCSS the right to charge interest at the rate of 1 % % per month, or other maximum permitted by law, on any delinquent balance A balance
becomes delinquent thirty (30) days after payment is due under Article 3.
6 Further Obligations of Customer.
A. Customer shall not tamper with, alter, adjust, add to, disturb, injure, move, remove or otherwise interfere with equipment installed by SCSS, nor shall Customer permit the same to be done
by others. It is further agreed that if any work is required lobe performed by SCSS due to Customer's breach of the foregoing obligations, Customer will pay SCSS for such work in accordance
with SCSS's then current prevailing charges. CUSTOMER SHALL INDEMNIFY AND HOLD SCSS HARMLESS FROM AND AGAINST ANY CLAIM ARISING OUT OF SUCH TAMPERING,
ALTERATION, ADJUSTMENT, ADDITION TO, DISTURBANCE, INJURY, MOVEMENT, REMOVAL OR INTERFERENCE WITH SUCH EQUIPMENT AND FOR THE INTERCONNECTION
BY ANYONE OTHER THAN SCSS OF ANY EQUIPMENT OR DEVICE TO ANY SCSS EQUIPMENT-
B. For those premises where SCSS is to provide monitoring, Customer shall furnish SCSS a list 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 for updating such lists. In cases of supervised service, Customer shall also furnish SCSS with an authorized
daily and holiday opening and closing schedule.
C. Customer shall set the alami system at such times as Customer shall close its premises Customer shall test the alarm system prior to each closed period and shall immediately report to
SCSS any claimed inadequacy in, or failure of, the system Customer shall perform a periodic walk test of any motion detection equipment used on the premises.
D. Customer shall permit SCSS access to the premises for any reason edging out of, or in connection with, SCSS's rights or obligations under this Agreement
STANI-0 Cwwam-N Be-fily Sul dFana. Inc- Undhse InfotmatioD (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints maybe directed to Alabama Electronic Security Board of Ucensure, 7956 Vaughn Rd„ Montgomery,
AL 36116 (334) 264-9386; 48682: AZ ROC204975: AR 032977: CMPY.0001911, Regulated by Arkansas Bd of Private Inv esligators and Pdvale Security Agencies, #1 Slate Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LCO5911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security 8 Invesligalive Services, Dept. of Consumer Affairs, Sacramento, CA 95814: CT ELC.0184651-15: DE 04-156; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015630; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162: F875; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
INC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Bd, 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic, # 348X00022000; NM 374554: NV F400: F401; 0071024;
0084943: NY 12000293169, Licensed by NYS Dept. of Slate: OH 53-89-1512: OK 953: OR 161567, PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: VvV 045298: Wl 969322: WY LV-G-23879-
Q-164692
Page 7 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAR LEY.
Security
STANLEY Convergent Security Solutions, Inc.
E Should any part of the system be damaged by fire, water, lightning, acts of God, third -parties or any cause beyond the control of SCSS, any repairs or replacement shall be paid for by
Customer (ordinary wear and tear excepted in the case of an SCSS owned system).
F. Any claim by Customer of improper installation or failure to comply with Customer's specifications shall be made in writing to SCSS within ninety (90) days of installation completion. Such
obligation shall not waive Customers warranty rights under Article 4.F., Limited Equipment 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 installation of the system on the premises Customer shall
indemnify and hold SCSS harmless from any losses or damages, including attorney fees, resulting from breach of such representation and warranty, or from SCSS's inability to recover SCSS
owned system components when Customer moves out of the premises.
H. For those premises where SCSS is to provide central station sprinkler supervisory and water flow alarm or automatic fire alarm service, Customer warrants and agrees that all alarm valves,
gate valves, tanks, pumps, compressors, inspector test connections, or other elements of the sprinkler system as now installed or to be installed, are, or will be, corrected at Customers
expense so as to be acceptable to the insurance and other authorities having jurisdiction when equipped with SCSS's signaling devices. Customer further agrees to furnish any necessary
water through Customers meter and at Customers expense, to place hoods over any open forges or fires, and to pipe all boiler blow -offs and steam exhaust outside the premises to be
protected.
I. It is mutually agreed that the Customer assumes full responsibility for the operation of any and all bypass or switch units provided for disconnecting or reconnecting the alarm sounding and/or
transmitting equipment at Customers premises-
J- Customer represents that, except to the extent it has given SCSS written notice prior to the execution of this Agreement, (i) the work and/or services to be performed hereunder are not subject
to any Federal, State or local prevailing wage statute or regulation, and (ii) to the best of its knowledge there is no asbestos or presumed asbestos -containing material, formaldehyde or other
potentially toxic or hazardous material contained within, or in, on or under any portion of any area where work will be performed under this Agreement. If such materials (whether or not
disclosed by Customer) are discovered and such materials provide an unsafe or unlawful condition, such discovery shall constitute a cause beyond SCSS's reasonable control and SCSS
shall not start, or continue, to perform its work under the Agreement until Customer has remedied the unsafe or unlawful condition at Customers sole expense. CUSTOMER SHALL
INDEMNIFY AND HOLD SCSS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, COSTS AND EXPENSES OF ANY KIND (INCLUDING ATTORNEYS' FEES) FOR FINES,
PENALTIES, BACK WAGES, BODILY INJURY, PROPERTY DAMAGE, DELAY OR WORK STOPPAGE THAT ARISES UNDER OR RESULTS FROM A BREACH OF THE FOREGOING
REPRSENTATIONS (REGARDLESS OF WHETHER OR NOT CUSTOMER DISCLOSED SUCH MATERIALS TO SCSS).
K Customer agrees that SCSS may conduct a credit investigation and review or provide a copy of the Agreement or related information to US Bank Equipment Finance for the purpose of
evaluating credit In such event, Customer shall provide, in a timely manner, such financial information as SCSS may request Customer represents and warrants that all such financial
information accurately and completely presents Customers financial condition as of the date of execution of this Agreement.
L Customer hereby authorizes SCSS to execute and file financing statements and/or continuation statements under the Uniform Commercial Code on Customers behalf and to file such
documents in all places where necessary to perfect SCSS's interest in the equipment. Customer agrees to execute any such instruments as SCSS may request from time to time-
7 Further0oil pat [one of SCSS: Limitations.
A Neither party shall be held responsible or liable for delay in installation of the system or interruption of service, due to strikes, lockouts, riots, floods, fires, lightning, acts of God, or any cause
beyond the control of such party, including interruptions in telephone service. SCSS will not be required to perform installation or supply service to Customer while any such cause shall
continue.
B. If Customer has subscribed to monitoring service, the system will be connected to SCSS's Center- Unless specifically requested otherwise by the Customer and approved by SCSS's Center,
when a burglar alarm signal from the alarm system is received, the Center will first try to telephone Customer's premises, and if there is no answer then will try to telephone the first available
person on Customers emergency call list, to Verify whether or not an emergency concillon requiring police response exists if there Is.no answer to both of these calls or the parson contacted
Indicates that an emergency exists, the Center will attempt to noty the polka deparlmenL The Center will also attempt to contact someone on the emergency call list to advise V1gm that the
police have been notified. When a fire alarm, hold-up alarm or duress alarm signal is received, the Center will attempt to notify the police or fire department or other emergency personnel
and the first available person on the emergency call list. When a non-ernergoricy signal is received, the Canter will attempt to contact the premises or the first available person on the
emergency call list butwill not notify emergency authorities. This CanterraserVtaa the right to useaulnrnated notification procedures in lieu of phone call notitications for non-amergancy signals
unless expressly prohibited by local autnorifles- If Customer requires phone notification for non-amergancy signals, Customer agrees to subscribe to such service and an additional fee may
apply Phone notification for non -emergency signals will be made during normal day -lime hours unless expressly requested otherwise by Customer
The Center may choose not to notify emergency personnel if it has reason to believe that an emergency condition does not exist SCSS and Customer are obligated to comply with all
notification and response requirements imposed by governmental agencies having jurisdiction over the system SCSS reserves the right to discontinue or change any particular response
service due to such governmental or insurance requirements without notice. Customer consents to the tape and video recording of telephonic and video communications between Customer's
premises and SCSS, and will inform its employees and third parties that such recordings are authorized If Customer's police or fire department now or in the future requires physical or visual
verification of an emergency condition before responding to a request for assistance, Customer agrees to subscribe to such service if provided by SCSS, or otherwise comply with such
requirements, and an additional fee may apply for such services.
C. If video equipment is installed, it may be integrated into the system and, upon activation, will send a video transmission to the Center- The Center will first attempt to verify the nature of the
emergency by viewing the video, If the Center determines that an emergency condition exists, it will try to first telephone the premises, if available, and report the emergency condition- If
there is no answer or the person answering confirms the emergency condition, then, based upon the nature of the emergency condition, the Center will notify the proper police or fire department
or other emergency personnel, and the next available person on the emergency call list If the Center determines that an emergency condition does not exist, or the video is inconclusive, the
Center will use the notification procedures set forth in paragraph 7B above,
Customerunderstands that, if the system installed is monitored, due to the nature of the method used for communicating alarm signals to SCSS's monitoring center, 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 lines and SCSS does not receive signals
when the telephone system becomes non -operational or the telephone line is placed on vacation status, cut, interfered with or otherwise damaged There will be times when any radio
frequency method, such as cellular, public or private radio systems or Internet based service, cannot transmit an alarm signal due to lack of signal strength, network congestion, or availability
of a communications channel. Similarly, any other type of communication method installed under this Agreement also can experience an inability to communicate alarm signals. Customer
understands that SCSS offers several levels of communication methods of alarm signals to the monitoring center and that the Services described on the Schedule have been chosen by
Customer after considering and balancing the levels of protection afforded by various communication methods and the related costs Customer acknowledges and agrees that Customer is
solely responsible for the selection of the type of communication method and whether the utilization of more than one communication method is required. Communications networks provided
by independent carriers or providers are wholly beyond SCSS's control and are maintained and serviced, solely by the applicable carrier or provider Customer agrees to reimburse SCSS
for any costs incurred to reprogram the communicator because of area code changes or other dialing pattern changes. If telephone service is used, the use of DSL or other broadband
telephone service may prevent the system from transmitting alarm signals to the monitoring center and/or interfere with the telephone line -seizure feature of the system Such services should
be installed on a telephone number that is not used for alarm signal transmission. Customer agrees to notify SCSS if Customer has installed or intends to install DSL or other broadband
w.1f7k14EY,SiyrylcClgT.0f.�5oavdlV Salulivrri. Inc. Llmase Inionnatlon (as of 9-10-2020): AK 1003300: 104891: AL 888, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Ucensure, 7956 Vaughn Rd-, Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY-0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 Stale Police Plaza Dr, UtBe Rock, AR 72209 (501) 61a-8600: CA 848019 - C10;
LC05911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security & investigative Services. Dept. of Consumer Affairs, Sacramento, CA 95814: CT ELC 0184651-1-5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS00123a: Ms 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Bd-, 3101 Industrial Drive, Ste 104, Raleigh, INC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic- # 34BX00022000; NM 374554: NV F400; F401; 0071024;
ooa4943; NY 12000293169, Licensed by NYS Dept. of Slate: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180: 144B; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; 802140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: VO 969322: WY LV-G-23879-
Q-164692
Page 8 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
STANLEY Convergent Security Solutions, Inc.
During the term of this Agreement and for a period of not less than one (1) year following its expiration or termination, both parties agree not to solicit as an employee, consultant, agent, subcontractor
and/or representative (hereinafter "Employee") any person who is an Employee of the other party at the time of such solicitation. If this covenant is breached, the non -breaching party will be entitled to
injunctive relief to be issued by any court of equity having jurisdiction to enjoin and restrain the breaching party and the subject Employee, and each and every other person concerned therein from
further violation thereof, and in addition thereto, if a court finds a violation of this clause, the non -breaching party will be entitled to liquidated damages, due to the difficulty of proof of actual damages,
against the breaching party in the amount of the hired Employee's fully loaded salary, including benefits, bonuses, commissions, stock grants, the cost of training and other similar fully loaded elements.
Both parties acknowledge that such amount is reasonable, not a penalty and not disproportionate to the presumed investment in the training of such Employee and the damages suffered by the non -
breaching party. Solicitation through advertisements directed at the general public or through "head hunters" who contact a party's employees without the party's knowledge will not be considered
solicitations for purposes of this paragraph
14. Trial by Jury
Both parties to this Agreement, knowingly, voluntarily and intentionally waive any right (hey may have to a trial by jury in respect of any litigation arising out of, under, in connection with, or relating to this
Agreement,
15 Choice of Law
This Agreement is entered into in the State of New York and shall be interpreted, enforced and governed under the laws of the State of New York without regard to application of conflicts of laws
principles that would require the application of any other law
16 Enure As,raement.
It is agreed to and understood by the parties that this Agreement, and the attached Schedule and Exhibits, constitute the entire Agreement between the parties, and supersedes and replaces all other
prior understandings or agreements, whether oral or written, relating to the services covered by this Agreement This Agreement may not be changed, modified or varied except in writing, signed by an
authorized representative of SCSS- It is understood and agreed by and between the parties hereto, that the terms and conditions of this Agreement shall govern notwithstanding any additional or
inconsistent terms or conditions contained in any purchase order or other document submitted by Customer, This Aorsenlent shall not become bindino on SCSS until aoorwW and aceeoted by SCSS's
manttuement as provided below Customer hereby acknowledges that it has read this entire Agreement and agrees to be bound by all its terms and conditions.
Michael Cunningham
Security Representative
Senior Security Sales Consultant
Security Representative Title
DocuSigned by:
— -— SL
�ZtT3CEC5547S466.--
STANLEY Authorized Manager (Sign)
Eric Stapleman
STANLEY Authorized Manager (Print)
Customer (Sign)
Customer (Print)
Title
Not Binding on SCSS without either Authorized Management Approval Signature or SCSS Begins the Installation or Services.
PO Required by customer: ❑
STANLEY Conva[¢er# SemmN SduSOna. Inc licanm Inlunaa8on (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd , Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975. AR 032977; CMPY,0001911, Regulated by Arkansas But of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Life Rock, AR 72209 (501) 610-0600: CA 648019 - C10;
LCO5911; ACO6055, Alarm company operators are licensed and regulated by the Bureau of Security & Invesligalive Services, Dept, of Consumer Affairs, Sacramento, CA 95a14: CT ELC.0184651-1-5: DE 04-158: FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1628; 259: MI 5103423: 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FArLV; 1839-CSA, Alarm Systems Licensing Bd„ 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074465; 659423; Burglar Alarm Business Lic. # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943: NY 12000293169, Licensed by NYS Dept. of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180: 1448; 1650; 1446: 2026. CE-D 65528: TX ACR2639: ECR1821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879,
0-164692
Page 10 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAN LEY
Security
STANLEY Convergent Security Solutions, Inc.
service. IMMEDIATELY AFTER THE INSTALLATION OF DSL OR OTHER BROADBAND SERVICE, THE SYSTEM'S SIGNAL TRANSMISSION MUST BE TESTED WITH THE
MONITORING CENTER,
E. For those premises with a direct connection to the police, fire department, or other agency, it is mutually understood and agreed that signals transmitted hereunderwill be monitored in police
and/or fire departments or other locations, and that the personnel of such police and/orfre departments or other agencies are not SCSS's agents, nor does SCSS assume any responsibility
for the manner in which such signals are monitored or the response, if any, to such signals.
F. SCSS shall not be responsible for the replacement of equipment or parts no longer commercially available to SCSS.
G If a service plan or software support option is selected by Customer, SCSS will provide and install 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 installed by SCSS In the event the Customer elects
to have someone other than SCSS install the software upgrade, the Customer shall assume any and all liability for any damage caused pursuant to the installation Service and upgrades for
third party software not supplied by SCSS are excluded from this Agreement.
8. Title to Edttiomerrt and Uset 4iSCSS-owned Enu}Dmeam ProQrierary Protection.
A Any SCSS owned equipment installed on the Customer's premises shall at all limes remain solely the property of SCSS and Customer agrees not to permit the attachment thereto of any
equipment not furnished by SCSS If Customer purchases equipment, Customer agrees that SCSS retains a security interest in the equipment until the full purchase price is paid. It is further
understood and agreed that SCSS may remove or abandon all SCSS owned equipment, including all wiring installed by SCSS, in whole or in part, upon termination of the Agreement by lapse
of time, default of any moneys due hereunder, or otherwise without any obligation to repair or redecorate any portion of the protected premises, provided that such removal or abandonment
shall not be held to constitute a waiver of the right of SCSS to collect any charges which have accrued hereunder. Customer shall have no right, title or interest in the equipment outside of
the leasehold interest created by the Schedule
B. Customer shall keep all SCSS owned equipment at all times free and clear from all liens, claims, levies, encumbrances, security interests and processes, of any nature whatsoever. Customer
shall give SCSS immediate notice of any such attachment or other judicial process affecting any of the equipment. Without SCSS's written permission, Customer shall not attempt to or
actually: (1) pledge, lend, create a security interest in, sublet, exchange, trade, assign, swap, use for an allowance or credit or otherwise; (it) allow another to use; (iii) part with possession;
(iv) dispose of; or (v) remove from the location of installation, any item of equipment. If any item of equipment is exchanged, assigned, traded, swapped, used for an allowance or credit or
otherwise to acquire new or different equipment (the "new equipment") without SCSS's prior written consent, then all the new equipment shall become equipment owned by SCSS subject to
this Agreement and the applicable Schedule.
C- Any computer application program and/or documentation, collectively referred to as "Software", that is provided by SCSS under this Agreement, is owned by SCSS, its affiliates or one of its
OEMs and is protected by United Slates and international copyright laws and international treaty provisions, Any breach of this Agreement will automatically terminate the Customers right
to use this Software, and the Customer is obligated to immediately return such Software to SCSS, Customer may not copy the Software for any reason other than per the dictates of any end
user software license agreement. Customer may not reverse -engineer, disassemble, decompile or attempt to discover the source code of any Software Customer acknowledges that any
breach of this section shall result in irreparable injury to SCSS for which the amount of damages would be unascertainable, Therefore, SCSS may, in addition to pursuing any and all remedies
provided by Iavk, obtain an injunction against Customer from any court having jurisdiction, restraining any violation of this section.
9 Terminatlog.
A SCSS may terminate this Agreement as follows:
i) Immediately, in the event Customer defaults in the performance of any of the terms and conditions of this Agreement, including the failure to make any payment as agreed
herein, and fails to cure or remedy the default within thirty (30) calendar days after receipt of written notice from SCSS specifying such default Notification by facsimile, U S
mail or by courier shall be acceptable Upon such termination for default, the balance of all moneys due and for the unexpired term of this Agreement shall become immediately
due and payable, together with interest at the maximum legally allowable rate; or
ii) Immediately, in the event SCSS's monitoring center, the telephone lines, wires, or SCSS's equipment within Customer premises are destroyed or so substantially damaged that
it is Commercially impractical to continue service to Customers premises; or
iii) As provided in Article 2 relating to expiration-
B. Customer may terminate this Agreement:
i) Immediately, upon written notice for any individual location in the event any Customer location is, by any cause beyond the control of Customer, destroyed or so substantially
damaged that it is commercially impractical for Customer to continue any operations at such location, provided that if the Customer is using SCSS owned or TKO equipment,
the Customer must pay SCSS all payments remaining to be made under this Agreement through its scheduled expiration; or
ii) As provided in Article 2 relating to expiration,
C. Upon termination of this Agreement, Customer shall permit SCSS access to Customers premises in order to deactivate the telephone line signaling device and/or to remove the equipment
pursuant to Article 8.
10 Ae9nnn009
This Agreement is not assignable by the Customer, except upon written consent of SCSS first being obtained SCSS shall have the right to assign this Agreement, or to subcontract any of the obligations
under the Agreement, without the consent of, but with notification to, the Customer.
11 Insurance and Walver of Subroo align.
Customer shall obtain, and maintain, insurance coverage to cover 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 limits set forth in Paragraph 413, Customer shall look solely to its insurer for recovery of its loss and hereby waives any and all claims for such loss against SCSS Customer
agrees to obtain insurance permitting said waiver without invalidating coverage Both parties do hereby for themselves and for other parties claiming under them, release and discharge each other from
and against all claims arising from hazards covered by insurance, it being expressly agreed and understood that no insurance company or insurerwill have any right of subrogation against either party.
12 Severabllfty and Savinga
In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, void, illegal, or unenforceable by any court, arbitrator, or governmental agency, the remaining
provisions of this Agreement shall remain in full force and effect, and the invalid, void, illegal, and/or unenforceable provisions) shall survive to the extent not so held
13 Non -solicitation
UM '-_.7� railul Saawly, UlLftr . lnc. Llusurtg Infommtion (as of 9-10-2020): AK 1003300: 104891: AL 888, 1278, 1322: 1472, Complaints may be directed to Alabama Electronic Security Board of Ucensure, 7956 Vaughn Rd., Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY-0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 Slate Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 646019 - C10;
LCO5911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security 8lnvesligative Services, Dept. of Consumer Affairs, Sacramento, CA 95814: CT ELC 0184651-L5: DE 04-156: FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015630: 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1826; 259: MI 5103423; 3601207680: MN TS001238: Ms 19207-SC; 15024172: MT FPL-BEL-000132:
INC 23471-SP-FA/LV; 1839-GSA, Alarm Systems Licensing Bd., 3101 Industrial Drive, Ste 104, Raleigh, INC 27609 (919)788-5320; NH 0424-C; NJ 10744B5; 659423: Burglar Alarm Business Lic. # 34BX00022000: NM 374554: NV F400; F401; 0071024;
OD84943; NY 12000293169, Licensed by NYS Dept. of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECRI821; 802140: LIT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879-
0-164692
Page 9 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAN LEY.
Security
STANLEY Convergent Security Solutions, Inc.
Addresses:Billing
Street Address:
Installation Invoices
216 Prospect ST
Recurring Services Invoices
216 Prospect ST
Time & Material Invoices
216 Prospect ST
City
Port Orchard
Port Orchard
Port Orchard
State/Providence
WA
WA
WA
Country
United States
United States
United States
Zip/Postal Code
98366
98366
98366
Attention
Billing Contact
Billing Phone
3608767043
3608767043
3608767043
Billing ID
Special Handling
Required
N
N
N
Notes for Special
Handling
Po #
-STAN1C=Y Con Sf9F1@F6"IIL'LS17ians. mc. 1,)<;,Rae Inlorinnliop (as of 9-10-2020): AK 1003300; 104891: AL BBB, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROG204975: AR 032977; GMPY-0001911, Regulated by Arkansas Bd of Private Investigalors and Private Security Agencies, #1 Stale Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LC05911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC.0184651-15: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA1LV; 1839-GSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic, # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept of Slate: OH 53-69-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650: 1446: 2026, CE-D 65528: TX ACR2639; ECR1821; 802140: UT
5704068-6501: VA 2705067235A, 11-5481: WA STANLCS925MZ: WV 045296: WI 969322: WY LV-G-23879
0-164692
Page 11 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY.
Security Equipment & Labor Summary
City of Port Orchard- Million Resery
1670 Sidney Ave, port Orchard, WA 98366
Proposal Generated:
Q-164692
10/6/2020
BILL OF :•• BREAKDOWN
EQUIPMENT
Qty
Part Number
Description
Unit Price
Extended
Price
1
SY-MEDXT-HPLOCK
Medeco Indoor/Outdoor Hocley Puck Padlock with Cylinder/Core
$465.00
$465.00
EQUIPMENT AND MATERIAL TOTAL
$465.00
LABOR
Qty
Part Number
Description
Unit Price
Extended
Price
1
SSS90DAYWARR
90 DAYS
$0.00
$0.00
1
SSSGSNTECH3
GOVERNMENT INSTALLATION TECHNICIAN III
$135.00
$135.00
1
SSSGSAPRJMGI
GOVERNMENT PROJECT MANAGER I
$115.00
$115.00
1
SSSSETUP
DESIGN AND COMMISSIONING
$0.00
$0.00
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
1 ISSSSTR
(INSTALLATION TRIP CHARGE
$150.00
$150.00
LABOR AND ADDITIONAL TOTAL
$400.00
GRAND TOTAL
$865.00
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
STANLEY Convergent Security Solutions, Inc.
Schedule of Service and Protection
(Equipment & Services)
STANLEY CONVERGENT SECURITY SOLUTIONS, ING. ("SCSS') AND CITY OF PORT ORCHARD- BREMERTON PS ("CUSTOMER") AGREE ON THIS 6TH DAY OF OCTOBER, 2020, THAT SCSS SHALL
PROVIDE THE SERVICES DESCRIBED BELOW AT 2350 ANDERSON HILL RD SW, PORT ORCHARD, WA 98367 ALL WORK, EQUIPMENT, AND SERVICES ARE SUBJECT TO THE DETAILS SET
FORTH HEREIN AND TO THE TERMS AND CONDITIONS OF THE FOLLOWING AGREEMENT(S) BETWEEN THE PARTIES, IN ORDER OF PRECEDENCE: 1) ANY CURRENT MASTER AGREEMENT;
AND/OR 2) ANY CURRENT AGREEMENT DIRECTLY RELATED TO THE SITE. IF SUCH AGREEMENT(S) ARE NOT IN EFFECT, ARE INAPPLICABLE, OR DO NOT CONTAIN MONITORING SERVICES
TERMS AND CONDITIONS, ALL WORK, EQUIPMENT, AND SERVICES WILL BE SUBJECT TO THE TERMS AND CONDITIONS FOUND AT HTTP51IIWIMN,STANLEY5--O-URLt- S9LUTIgNS.0 Mp craL,
THIS SCHEDULE OF SERVICE AND PROTECTION, AND THE PRICES QUOTED HEREIN, SHALL EXPIRE IF NOT EXECUTED BY CUSTOMER WITHIN SIX (6) MONTHS OF THE QUOTE DATE LISTED
BELOW, AFTER WHICH TIME SCSS MAY REVISE THE PRICING FOR THE EQUIPMENT AND/OR SERVICES SET FORTH HEREIN,
Solution: WF13_City of Port Orchard- Bremerton PS -rev
Opportunity: 0-1689695
Quote: Q-164704
Quote Date: October 6, 2020
Investment Type: Direct Sale
System Information
System Type Access
Primary System:
Secondary Systems:
120 vac Power Outlets, Access to Device Locations, Door Hardware, Electric Locking Hardware, PC Client(s) hardware, PC
Hardware for Access Control System, PC Server(s) hardware, Secured storage of on -site equipment,
Equipment Notes
-TERMS AND CONDITIONS OF THE WA STATE CONTRACT 03017 APPLY
Theoryof Operation
City of Port Orchard - Bremerton PS Site - Genetec Medeco XT Intelligent Pad Locks and Perimeter Door Cylinders/Cores.
Site Address - 2350 Anderson Hill Rd. SW., Port Orchard WA 98366
City of Port Orchard Genetec Server POC - Steve Havert IT Admin - Desk (360) 876-7043 & Cell (360) 509-7129 - Email
shavert@cityofportorchard.us
City of Port Orchard Genetec Remote Sites with Keys POC - Tony Lang Operations Manager - Cell (360) 535-2490 - Email
tlang@cityofportorchard.us
Stanley Sales Consultant - Michael Cunningham - Phone 425-215-3616
STJ]NLEY Cm*rvcrocgl_Scxultly SU1 rl r"%jHc Li %i In[g[rn{tlion (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd., Montgomery,
AL 366116 (334) 264-9388; 48682: AZ ROC204975: AR 032B7T; CMPY,0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 Stale Police Plaza Or, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10:
LC0591 I; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept, of Consumer Affairs, Sacramento, CA 95814: CT ELC.0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830: 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1828; 259; MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-SEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic. # 340X00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Oepl, of Slate: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448: 1650; 1446: 2026. CE-D 65528: TX ACR2639; ECRI821; B02140: UT
570406a 6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: W 969322: WY LV-G-23879.
0-164704
Page 1 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY.
Security
Stanley Project Manager - TBD when project is booked.
STANLEY Convergent Security Solutions, Inc.
NOTE ** This is a prevailing wage labor installation. Please file appropriate prevailing wage labor information with L&I**
Stanley Security Scope of Work
-Stanley Security to provide and install Genetec Medeco XT Intelligent Perimeter Door Cylinders/Cores. This Integration will provide the
ability for controlled access, accountability, physical security, and system management for this remote site using Medeco XT
Cylinders/Cores.
-Stanley Certified Locksmith Contractor to Provide and Install Cylinders/Cores for One (1) Building Perimeter Door
Qty (1) 20112131-G-DB Cylinder/Core for Deadbolt door lock on one door
Qty (1) GSC-1 PMEDECOXT-1 L Genetec License Per Locksmith Core Provided.
SPECIAL NOTE to OPERATIONS TEAM. First order all Genetec parts from Genetec with Stanley PO. Then a System Site ID for Medeco
XT will be generated to Stanley Operations to provide the Stanley Certified Locksmith Contractor to order the proper Medeco XT
Cylinders/Cores
Medeco XT Direct Resource for Setup and Assistance - Customer Service: 877-633-3261 and/or Technical Product Support: 800-839-
3157
Genetec Direct Support for Setup and Assistance - Genetec RSM Josh Brooks: 206-295-4700 and/or Technical Product Support: 866-
338-2988
Stanley/Customer Programming and Testing
Apply Genetec License Per Locksmith Core Provided. Test Medeco XT GS3 Slim Keys installed and programmed at Genetec Access
Control Management City Hall location Testing includes the confirmation of Key used via user assigned to a particular key for the purpose
of recorded audit information recorded at both the locks and keys. The recorded data should show a time and date stamp for every event
including authorized and unauthorized attempts at programmed point of access per Padlock and/or Core Keys are to be programmed to
open only specific locks during a designated schedule. Schedules may also contain an expiration point to completely disable the key until it
is audited and reprogrammed
CUSTOMER RESPONSIBILITY: Not in Stanley Security Scope of Work
-Programming or design features not discussed or agreed upon outside of this specific scope of work. Any adjustments or changes will be
considered as a separate agreement and billed accordingly
-All work will be performed between 7:00 am to 5:00 pm unless otherwise agreed upon by customer and Stanley. Any work after hours will
be considered as a separate agreement and billed accordingly.
-Provide access to server and/or workstations required to operate Genetec software for Access Control Management with LAN/WAN
connections as required to integrate with Medeco XT.
-This quote does not include any requirements for ADA Door Integrations or Fire alarm integrations by AHJ. If required Stanley will invoice
any required changes separately via change order agreed upon by customer.
***TERMS AND CONDITIONS OF THE WA STATE CONTRACT 03017 APPLY
STANLEY' re0 NBIflEfI[-.�CG011IV Su1
ull-6 Inc. License In rmallon (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd., Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY-0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LC05911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security 8 Investigative Services, Dept. of Consumer Affairs, Sacramento, CA 95814: CT ELC.0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AAA: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277: 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FAILV: 1839-CSA, Alarm Systems Licensing Bd, 3101 Industrial Drive, Ste 104, Raleigh, INC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic. # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept of Slate: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; 13AC5501: TN 1180; 1448: 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; 802140: UT
6704066-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: VA 969322: WY LV-G-23879,
Q-164704
Page 2 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
STANLEY Convergent Security Solutions, Inc.
(Advanced Service Options)
In addition to the equipment and services provided for above, the following advanced service recommendations are offered and available
as an additional measure of security. By selecting an option(s) below and executing this page, you are agreeing to the provision of such
services pursuant to the same terms and conditions set forth above and at the prices listed herein.
"Please check with your consultant for additional service options.
STANLEY Ceiw -m S�iinlr Sn[u'Iorrc Inc Lrcnnsn Irrformelinn (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322: 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd„ Montgomery,
AL 36116 (334) 264-9380; 4B6B2: AZ ROC204975: AR 032977; CMPY.0001911, Regulated by Arkansas Ed of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rack, AR 72209 (501) 618.8600: CA 848019 - C10;
LCO5911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC.0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211, ID 015830: 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207660: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
INC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074465; 659423; Burglar Alarm Business Lic # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept. of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387: BAC5501: TN 1160; 1448; 1650; 1446; 2026, CE-D 6552B: TX ACR2639; ECR1821; 802140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879
0-164704
Page 3 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
STANLEY Convergent Security Solutions, Inc.
InvestmentType:
Pricing and Deposit
The term of this Schedule 1s for a period of 60 Months tram the date hereof and shall thereafter Total Installation Price*: $1,139.00 USD
renew as set forth in the Agreement to which this Schedule of Service and Protection ("SOSP") is
a Schedule ("the Agreement"). Up -front Deposit*: $0.00
Transaction Information: New Payment Plan*:
Warranty Duration: 90 DAYS Balance Due Upon
Escalation Information: 3% after 36 Months Completion*: $1,139.00
Customer agrees that SCSS retains a security interest in the equipment until the full purchase
price is paid.
The quantities and prices reflected in this SOSP are based upon the estimated number of
components specified in blueprints, site surveys, and/or other information provided by Customer
and the options selected by Customer. The equipment and scope above are expected to cover the
cost of installation as quoted herein. Subject to the terms of the Agreement, SCSS reserves the
right to submit Change Orders and to recover any additional costs not previously quoted. Such
costs include but are not limited to, for example, additional costs that arise as a result of 1) any
change to the scope of work or equipment stated in this SOSP; 2) extensions of time outside of
SCSS's direct control; 3) changes in architecture, including IT infrastructure, that were not
anticipated in this SOSP; 4) the undisclosed presence of asbestos and/or other environmental,
health, and/or safety hazards; and/or 5) any faulty non-SCSS equipment that impacts the
performance of the solution proposed by SCSS.
Unless expressly agreed otherwise in the Agreement, SCSS shall have the right to submit invoices
for progress payments based on percentage work completed.
*Prices do not include taxes*
Michael Cunningham
Security Representative
Senior Security Sales Consultant
Security R ladae8itlt
6203CEC56478466_.
STANLEY Authorized Manager (Sign)
Eric Stapleman
STANLEY Authorized Manager (Print)
Monthly Service Charges
Total Monthly Fee*: $0.00 USD
Payment Frequency: Quarterly
Customer (Sign)
?nor
Customer (Print)
Title
Not Binding on SCSS without either Authorized Management Approval Signature or SCSS Begins the Installation or Services.
PO Required by customer: ❑
I iRN 1E1 Corwvoeiu s-I11y 591uhGna- ]rw..3.]ccnec lnfonnalion (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd., Montgomery,
AL 36116 (334) 264-9388; 40602: AZ ROC204975: AR 032977: CMPY 0001911, Regulated by Arkansas Ed of Private Investigators and Private Security Agencies, #1 Slate Police Plaza or, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LC05911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept. of Consumer Affairs, Sacramento, CA 95814: CT ELC 0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423: Burglar Alarm Business Lic. # 34BX00022000; NM 374564: NV F400; F401; 0071024;
0084943: NY 12000293169, Licensed by NYS DspL of State: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLC5925MZ: WV 045298: WI 969322: WY LV-G-23879
0-164704
Page 4 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAN LEY
Security
STANLEY Convergent Security Solutions, Inc.
Billing
Addresses:
Street Address:
Installation Invoices
216 Prospect ST
Recurring Services InvoicesInvoices
216 Prospect ST
216 Prospect ST
City
Port Orchard
Port Orchard
Port Orchard
State/Province
WA
WA
WA
Country
United States
United States
United States
Zip/Postal Code
98366
98366
98366
Attention
Billing Contact
Billing Phone
3608767043
3608767043
3608767043
Billing ID
Special Handling
Required
N
N
N
Notes for Special
Handling
PO #
S7ANLEY Cnn4ernonl §roudty SdWim¢,In¢. Ll¢rn¢r Infdrmatlun (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd-, Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977: CMPY,0001911, Regulated by Arkansas Bd of Private Invesligators and Private Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 618-6600: CA 848019 - C10;
LC05911; ACO6055, Alarm company operators are licensed and regulated by the Bureau of Security 8 Investigative Services, Dept, of Consumer Affairs, Sacramento, CA 95814: CT ELC-0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FAILV; 1839-CSA, Alarm Systems Licensing Bd., 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic. # 340X00022000; NM 374554: NV F400; F401; 0071024:
0084943: NY 12000293169, Licensed by NYS Dept, of Slate: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: 11T
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: Wl 969322: WY LV-G-23879,
0-164704
Page 5 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
Master Service Agreement
STANLEY Convergent Security Solutions, Inc.
No. Q-164704
This Master Agreement is made and entered into this 6th day of October 2020 between STANLEY Convergent Security Solutions, Inc, with its principal place of business located in 8350 Sunlight Drive,
Fishers, IN 46037 (hereinafter referred to as "SCSS") and City of Port Orchard- Bremerton PS, with its principal place of business located at 2350 Anderson Hill RD SW, Port Orchard, WA 98367
(hereinafter referred to as "Customer"). This Master Agreement sets forth the general terms and conditions for which SCSS shall provide services to Customer.
1 SCOPE OF AGREEMENT.
The instant terms and conditions shall apply to the following services: sales and/or installation, including SCSS owned systems, Service Plans, Storage and Surveillance Solution and monitoring, as
described in a Schedule of Service and Protection ("Schedule") and/or Proposal requested by Customer and agreed to by SCSS. SCSS will provide the services at the location(s) specified on the
attached Schedule. If Customer purchases equipment, at the expiration of the limited warranty, repair service will be on a time and material basis during the hours of 8am-4pm Monday through Friday,
excluding holidays, unless Customer subscribes to a service plan described on the Schedule- Repair services for a SCSS owned system are described on the Schedule
2 Term, Renewal, and ExDlratlon.
This Agreement shall remain in force for an Initial Tenn of 60 Months from the date this Agreement is executed (the "Initial Term") If Customer has existing locations currently using SCSS systems
and/or services, the terms and conditions of this Agreement shall cancel and supersede existing agreements at those locations After the Initial Term expires, this Agreement will automatically be
renewed as consecutive terms of one year, except where prohibited by applicable law in which case the Agreement will renew from month to month, unless terminated by either party by the delivery of
written notice to the other al least 60 days prior to the anniversary date of the Initial Term During the Initial Term, the terms and conditions of this Agreement shall control each location specified in a
Schedule (a "new location") for a period of 60 Months from the dale the system first becomes operational at any such new location and will automatically renew as set forth above, unless terminated by
either party by the delivery of written notice to the other at least 60 days prior to the anniversary date that installation on the location commences, Provided, however, that if the Agreement has terminated
or expired prior to the end of the term of such new location, the terms and conditions of the Agreement (other than the renewal provisions thereof) shall nevertheless be applicable to the rights and
obligations of SCSS and the Customer, as to the providing of services to any such new locations.
3. Payment.
Customer agrees to pay SCSS:
A For the sale and/or installation of the systems as provided in the Schedule attached hereto, For any equipment identified as "TKO" on the Schedule, Customer acknowledges that the purchase
price for the equipment is incorporated into the Total Monthly Fee set forth on the Schedule and will be paid over the Initial Term of the Agreement Customer therefore agrees that SCSS
retains title to the equipment until the full purchase price is paid, which shall be at the expiration of the Initial Term of this Agreement SCSS agrees that upon expiration of the Initial Term,
the parties may renegotiate the Total Monthly Fee to reflect payment of the purchase price for the equipment.
B. For the monitoring, and/or service of the system(s) as provided in the Schedule, commencing from the date of installation completion, which shall be the day said item of equipment is installed
at Customer's location and/or is communicating with SCSS's monitoring facility (the "Center") as determined by SCSS ("Installation Date,") Customer also agrees to pay interim charges In
the amount of approximately 1/30" of the monthly charges for each day from and including the dale the system becomes operative until the first Its) of the fallowing month. Payments for
services are due Quarterly in advance, commencing from the first day of the month following the date the system becomes operative
C. Customer agrees that at any time following expiration of the first 36 Months of any Schedule, SCSS may increase the basic monthly charges for the location(s) specified on the Schedule,
once a year, for the balance of the term and any renewal thereof. Customer agrees to pay the full amount of such increase, which increase shall not exceed 3 % percent over the previous
twelve (12) months' basic ongoing charges.
4 LIguidated Damages and SCSS7a Limits of Ll ability.
A The parties agree that SCSS is providing a syslem anMbr service designed to reduce the risk of loss only, that the payments provided for *.em are based solely on Me value of the system
and/or services as described herein and are unrelated to 1ho value of any property located on Customer's premises; that SCSS is not liable For fosses which may occur In of malfunction
or nonfunction of any system provided by SCSS or that SCSS is not liable for losses which may occur i n the monitoring, repelling, signal handling or dispatching aspects of the sarvice, even
if due to SCSS's negligence or (allure of performance; that SCSS is not liable for losses resulting from failure to warn or inadequate training; that SCSS is not an insurer; and dial insurance
covering personal Injury, property loss, and damage to and on Customers premises must be obtained and/or rrmintalned by Customer. Customer understands that it is Customer's duty to
purchasO such insurance; that SCSS offers sevdral levels of protection and services and that the system andlor selvlce described in the Schedule has been chosen by Customer after
considering and balancing the levels of protection afforded by various systems and the related costs. The Agreement shall confer no rights on the part of any person or entity that is not a
party hereto, whether as a third -party beneficiary or otherwise, with the exception of named Indemnitees in Article 4 herein.
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 AND/OR SERVICES PROVIDED, DUE TO THE UNCERTAIN NATURE OF POTENTIAL DAMAGES AND/OR VALUE OF CUSTOMER'S PROPERTY OR THE PROPERTY OF
OTHERS KEPT ON THE PROTECTED PREMISES WHICH MAY BE LOST, STOLEN, DESTROYED, DAMAGED OR OTHERWISE AFFECTED BY OCCURRENCES WHICH THE SYSTEM
OR SERVICE IS DESIGNED TO DETECT OR AVERT, INCLUDING LOSS, DAMAGE, OR INABILITY TO OR IMPAIRMENT OF ACCESS TO CUSTOMER DATA, INABILITY OF SCSS TO
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 INJURIES TO THIRD PARTIES. THEREFORE, IF LIABILITY IS IMPOSED ON SCSS, ITS EMPLOYEES, AGENTS OR
REPRESENTATIVES, FOR PROPERTY DAMAGE OR PERSONAL INJURY, SUCH LIABILITY SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE ANNUAL SERVICE CHARGE FOR
THE PARTICULAR LOCATION INVOLVED OR $10,000 WHICHEVER IS LESS. (IF THERE IS NO ANNUAL SERVICE CHARGE FOR THE PARTICULAR LOCATION INVOLVED, SCSS's
LIABILITY SHALL BE LIMITED TO $500.00). THIS SUM SHALL BE PAID AND RECEIVED EITHER (i) AS LIQUIDATED 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 THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS UNDER THIS CONTRACT OR BY NEGLIGENCE, ACTIVE OR
OTHERWISE, OF SCSS, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES. IF CUSTOMER WISHES SCSS TO INCREASE THE AMOUNT OF THE LIQUIDATED DAMAGES OR
LIMITATION OF LIABILITY AS PROVIDED ABOVE, CUSTOMER MAY OBTAIN FROM SCSS AN ADDITIONAL AMOUNT OF LIQUIDATED DAMAGES OR LIMITATION OF LIABILITY BY
PAYING AN ADDITIONAL MONTHLY SERVICE CHARGE TO SCSS, 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,
NO SUIT OR ACTION SHALL BE BROUGHT AGAINST SCSS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION ARISES.
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 his/her own property or the property
of others in its premises, CUSTOMER AGREES TO INDEMNIFY AND SAVE HARMLESS SCSS, ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES, AND US BANK EQUIPMENT
FINANCE IF US BANK EQUIPMENT FINANCE HAS PROVIDED ANY FUNDS IN RELATION TO THIS AGREEMENT, FROM AND AGAINST ALL CLAIMS, LAWSUITS AND LOSSES BY
PERSONS NOT A PARTY TO THIS AGREEMENT, ALLEGED TO BE CAUSED BY THE IMPROPER OPERATION OF THE SYSTEM, WHETHER DUE TO MALFUNCTIONING OR
NONFUNCTIONING OF THE SYSTEM OR THE NEGLIGENT PERFORMANCE OR NONPERFORMANCE BY SCSS OF ANY SERVICE PROVIDED BY SCSS, INCLUDING BUT NOT
LIMITED TO, THE INSTALLATION, REPAIR, MONITORING, SIGNAL HANDLING, OR DISPATCHING ASPECTS OF THE SERVICE,
STANLEY Catweroent Secudiy B itith +s_ Ina. License Infmrna110n (as of 910-2020): AK 1003300; 104891: AL 8118, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd„ Montgomery,
AL 36116 (334) 264-93BB; 48682: AZ ROC204975: AR 032977; CMPY 0001911, Regulated by Arkansas ad of Private Investigators and Prvate Security Agencies, #1 State Police Plaza Dr, Little Rack, AR 72209 (501) 618-8600: CA 848019 - C10;
LCO5911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security 8 Investigative Services, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC 0184651-1-5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; FB75; F1277; 61931: MA 12737A: MD 107-1828: 259: MI 5103423; 3601207680: MN TS00123B: MS 19207-SC; 15024172: MT FPL-SEL-000132:
NC 23471-SP-FAJLV; 1839-CSA, Alarm Systems Licensing Bd„ 3101 IndusVial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C: NJ 1074485: 659423: Burglar Alarm Business Lic, # 348X00022000; NM 374554: NV F400: F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept. of Slate: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879
0-164704
Page 6 or 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY.
Security
STANLEY Convergent Security Solutions, Inc.
During the term of this Agreement and for a period of not less than one (1) year following its expiration or termination, both parties agree not to solicit as an employee, consultant, agent, subcontractor
and/or representative (hereinafter "Employee") any person who is an Employee of the other party at the time of such solicitation. If this covenant is breached, the non -breaching party will be entitled to
injunctive relief to be issued by any court of equity having jurisdiction to enjoin and restrain the breaching party and the subject Employee, and each and every other person concerned therein from
further violation thereof, and in addition thereto, if a court finds a violation of this clause, the non -breaching party will be entitled to liquidated damages, due to the difficulty of proof of actual damages,
against the breaching party in the amount of the hired Employee's fully loaded salary, including benefits, bonuses, commissions, stock grants, the cost of training and other similar fully loaded elements.
Both parties acknowledge that such amount is reasonable, not a penalty and not disproportionate to the presumed investment in the training of such Employee and the damages suffered by the non -
breaching party. Solicitation through advertisements directed at the general public or through "head hunters" who contact a party's employees without the party's knowledge will not be considered
solicitations for purposes of this paragraph.
14. Trial by Jury
Both parties to this Agreement, knowingly, voluntarily and intenlionally waive 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.
15. Choice of Law
This Agreement is entered into in the State of New York and shall be interpreted, enforced and governed under the laws of the State of New York without regard to application of conflicts of laws
principles that would require the application of any other law.
16 Wire AoreemepL
It is agreed to and understood by the parties that this Agreement, and the attached Schedule and Exhibits, constitute the entire Agreement between the parties, and supersedes and replaces all other
prior understandings or agreements, whether oral or written, relating to the services covered by this Agreement. This Agreement may not be changed, modified or varied except in writing, signed by an
authorized representative of SCSS. It is understood and agreed by and between the parties hereto, that the terms and conditions of this Agreement shall govern notwithstanding any additional or
inconsistent terms or conditions contained in any purchase order or other document submitted by Customer This Agreemelo shall not become bindlno on SCSS until appWV,eq, aad a3c�C55's
marta9elnant as provided beWw. Customer hereby acknowledges that it has read this entire Agreement and agrees to be bound by all its terms and conditions
Security Representative Customer (Sign)
Senior Security Sales Consultant
Security Re r W a> oJjW:
S�_
C56478466... — - - -
STANLEY Authorized Manager (Sign)
Eric Stapleman
STANLEY Authorized Manager (Print)
vi�n Q-_>)QW_V2U
Customer (Print)
D-MX) V_.
Title
Not Binding on SCSS without either Authorized Management Approval Signature or SCSS Begins the Installation or Services.
PO Required by customer: ❑
STAKEY CORY000nt Se * Saludaea: Ine LlcanaB Infomrelion (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd„ Montgomery,
AL 36116 (334) 264-9388; 46682: AZ ROC204975: AR 032977; CMPY 0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 Slate Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LCO5911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept- of Consumer Affairs, Sacramento, CA 95814: CT ELC.0184651-15: DE 04-158: FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830: 022726-AA-4: IL 127001274: KY 338 (Louisville): LA Fl162; F875; F1277; 61931: MA 12737A: MD 107-1828: 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1039-CSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic # 34BX00022000; NM 374554: NV F400: F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept of State: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC33871 BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1 B21; B02140: LIT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045290: WI 969322, WY LV-G-23879.
Q-164704
Page 10 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
5TANLEY
Security
STANLEY Convergent Security Solutions, Inc.
service. IMMEDIATELY AFTER THE INSTALLATION OF DSL OR OTHER BROADBAND SERVICE, THE SYSTEM'S SIGNAL TRANSMISSION MUST BE TESTED WITH THE
MONITORING CENTER.
E. For those premises with a direct connection to the police, fire department, or other agency, it is mutually understood and agreed that signals transmitted hereunderwill be monitored in police
and/or fire departments or other locations, and that the personnel of such police and/or fire departments or other agencies are not SCSS's agents, nor does SCSS assume any responsibility
for the manner in which such signals are monitored or the response, if any, to such signals.
F SCSS shall not be responsible for the replacement of equipment or parts no longer commercially available to SCSS
G. If a service plan or software support option is selected by Customer, SCSS will provide and install 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 installed by SCSS. In the event the Customer elects
to have someone other than SCSS install the software upgrade, the Customer shall assume any and all liability for any damage caused pursuant to the installation. Service and upgrades for
third party software not supplied by SCSS are excluded from this Agreement
8 I tleto Euulamantand Use of SCSS-owned Enuiument' Pronrielarr Prot &lion.
A. Any SCSS owned equipment installed on the Customer's premises shall at all times remain solely the property of SCSS and Customer agrees not to permit the attachment thereto of any
equipment not furnished by SCSS- If Customer purchases equipment, Customer agrees that SCSS retains a security interest in the equipment until the full purchase price is paid It is further
understood and agreed that SCSS may remove or abandon all SCSS owned equipment, including all wiring installed by SCSS, in whole or in part, upon termination of the Agreement by lapse
of time, default of any moneys due hereunder, or otherwise without any obligation to repair or redecorate any portion of the protected premises, provided that such removal or abandonment
shall not be held to constitute a waiver of the right of SCSS to collect any charges which have accrued hereunder- Customer shall have no dghl, title or interest in the equipment outside of
the leasehold interest created by the Schedule.
B. Customer shall keep all SCSS owned equipment at all limes free and clear from all liens, claims, levies, encumbrances, security interests and processes, of any nature whatsoever. Customer
shall give SCSS immediate notice of any such attachment or other judicial process affecting any of the equipment. Without SCSS's written permission, Customer shall not attempt to or
actually: (1) pledge, lend, create a security interest in, sublet, exchange, trade, assign, swap, use for an allowance or credit or otherwise; (it) allow another to use; (ill) part with possession;
(iv) dispose of; or (v) remove from the location of installation, any item of equipment If any item of equipment is exchanged, assigned, traded, swapped, used for an allowance or credit or
otherwise to acquire new or different equipment (the "new equipment") without SCSS's prior written consent, then all the new equipment shall become equipment owned by SCSS subject to
this Agreement and the applicable Schedule.
C_ Any computer application program and/or documentation, collectively referred to as "Software", that is provided by SCSS under this Agreement, is owned by SCSS, its affiliates or one of its
OEMs and is protected by United Stales and international copyright laws and international treaty provisions. Any 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 to SCSS Customer may not copy the Software for any reason other than per the dictates of any end
user software license agreement. Customer may not reverse -engineer, disassemble, decompile or attempt to discover the source code of any Software, Customer acknowledges that any
breach of this section shall result in irreparable injury to SCSS for which the amount of damages would be unascertainable- Therefore, SCSS may, in addition to pursuing any and all remedies
provided by law, obtain an injunction against Customer from any court having jurisdiction, restraining any violation of this section.
9. Termination.
A SCSS may terminate this Agreement as follows:
i) Immediaiely, in the event Custramee defaults in the performance of any of the terms and conditions of this Apmement, including the failure to make any payment as agreed
herein, and fails to cure or remedy the default within thirty (30) calendar days after receipt of written notice ham SCSS specifying such default. NoGficadon by facsimile, U.S.
mall or by Couner shall be acceptable Upon such termination for default, the balance of all moneys due and for the unexpired term of this Agreement shall become immediately
due and payable, together with interest at the maximum legally allowable rate; or
ii) Immediately, in the event SCSS's monitoring center, the telephone lines, wires, or SCSS's equipment within Customer premises are destroyed or so substantially damaged that
it is commercially impractical to continue service to Customer's premises; or
ill) As provided in Article 2 relating to expiration.
B. Customer may terminate this Agreement:
i) Immediately, upon written notice for any individual location in the event any Customer location is, by any cause beyond the control of Customer, destroyed or so substantially
damaged that it is commercially impractical for Customer to continue any operations at such location, provided that if the Customer is using SCSS owned or TKO equipment,
the Customer must pay SCSS all payments remaining to be made under this Agreement through its scheduled expiration; or
ii) As provided in Article 2 relating to expiration
C Upon termination of this Agreement, Customer shall permit SCSS access to Customer's premises in order to deactivate the telephone line signaling device and/or to remove the equipment
pursuant to Article 8
10 Assignment.
This Agreement is not assignable by the Customer, except upon written consent of SCSS first being obtained. SCSS shall have the right to assign this Agreement, or to subcontract any of the obligations
under the Agreement, without the consent of, but with notification to, the Customer
11 insur8nreand YShlyer or 900ronatlon.
Customer shall obtain, and maintain, insurance coverage to cover 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 limits set forth in Paragraph 4B, Customer shall look solely to its insurer for recovery of its loss and hereby waives any and all claims for such loss against SCSS, Customer
agrees to obtain insurance permitting said waiver without invalidating coverage. Both parties do hereby for themselves and for other parties claiming under them, release and discharge each other from
and against all claims arising from hazards covered by insurance, it being expressly agreed and understood that no insurance company or insurer will have any right of subrogation against either party-
12 Severablltiv and Savings
In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, void, illegal, or unenforceable by any court, arbitrator, or governmental agency, the remaining
provisions of this Agreement shall remain in full force and effect, and the invalid, void, illegal, and/or unenforceable provision(s) shall survive to the extent not so held.
13 Non-sollcitatlon
STRNLEY ComeroCn� 9ECLl}}y-S.P1yd�vr�p,JJc.._LLcpe4g_L -netwD (an of e-i0-2020y; AK f e0 M. 10+891. AL Nil. 1274. 1322; 1477-compiainls may he dlrealed to Aladame ElmUanic SaG lty Board of LIcerrnrne, 7958 VArphrl Rd.- Muhlgomory.
AL 351 I6 1334) 264-!M1ii 4IN52: AZ ROC204 Wf,; AR 032977; CMPY.0001a11, Regulalod by Ark arisas ed of PrivD a irwestlgatora and Prlvnta Smrlly Agencies, 0 State. Police Plpza Di', Little Rock, AR 72205 (601) 619-lAN CA a48019 - C10:
LCO5911. ACC6055. Anrm Mnpnny opal slot& are Ilcerraed and reguratad by the Bureau of Security b Inveabg46 ve Snrvlr K DepL of Cans me. Affairs- Samame11r0. CA 954i 14 CT ELC.0164&51-L5 DE (14-1a6; FAL•0001: FL BF2000I UT CA
439 20 1: Hl 36390; IA AC-211. ID 015a30-. 02272r-AA-4: IL I,T 7001 ZT4 KY 338 JIAIIIWV4 ): LA r 1162; 1`875; F1277: G1931 MA 12737A: MD 107-1826: 259: MI 5103423; 360 1207680 : MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP•MLV: 1839-GSA. Alarm SWema Licensing Bd., 3101 Industrial Drive, Ste 104, Raleigh, NC Z7800 (919)788.5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Li p 348X00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12NUM 169, Licensed by WS Dept. of Stale: OH 53-69-1512: OK 953: OR 161567: PA 032706 RI 9446A; TSC 4996; SC FAC3387; BAC5501: TN 11110; 1448; 1650; 1446; 2026, CE.D 65528: TX ACR2639; ECR7821; B02140, LIT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: W 969322, Wy LV-G-23879
Q-164704
Page 9 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAR LEY.
Security
STANLEY Convergent Security Solutions, Inc.
E Should any part of the system be damaged by fire, water, lightning, acts of God, third -parties or any cause beyond the control of SCSS, any repairs or replacement shall be paid for by
Customer (ordinary wear and tear excepted in the case of an SCSS owned system).
F Any claim by Customer of improper installation or failure to comply with Customers specifications shall be made in writing to SCSS within ninely (90) days of installation completion Such
obligation shall not waive Customer's warranty rights under Article 4.F., Limited Equipment 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 installation of the system on the premises- Customer shall
indemnify and hold SCSS harmless from any losses or damages, including attorney fees, resulting from breach of such representation and warranty, or from SCSS's inability to recover SCSS
owned system components when Customer moves out of the premises.
H- For those premises where SCSS is to provide central station sprinkler supervisory and water Flow alarm or automatic fire alarm service, Customer warrants and agrees that all alarm valves,
gate valves, tanks, pumps, compressors, inspector test connections, or other elements of the sprinkler system as now installed or to be installed, are, or will be, corrected at Customers
expense so as to be acceptable to the insurance and other authorities having jurisdiction when equipped with SCSS's signaling devices. Customer further agrees to furnish any necessary
water through Customers meter and at Customers expense, to place hoods over any open forges or fires, and to pipe all boiler blow -offs and steam exhaust outside the premises to be
protected,
1. It is mutually agreed that the Customer assumes full responsibility for the operation of any and all bypass or switch units provided for disconnecting or reconnecting the alarm sounding and/or
transmitting equipment at Customers premises-
J. Customer represents that, except to the extent it has given SCSS written notice prior to the execution of this Agreement, (i) the work and/or services to be performed hereunder are not subject
to any Federal, State or local prevailing wage statute or regulation, and (ii) to the best of its knowledge there is no asbestos or presumed asbestos -containing material, formaldehyde or other
potentially toxic or hazardous material contained within, or in, on or under any portion of any area where work will be performed under this Agreement If such materials (whether or not
disclosed by Customer) are discovered and such materials provide an unsafe or unlawful condition, such discovery shall constitute a cause beyond SCSS's reasonable control and SCSS
shall not start, or continue, to perform its work under the Agreement until Customer has remedied the unsafe or unlawful condition at Customers sole expense- CUSTOMER SHALL
INDEMNIFY AND HOLD SCSS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, COSTS AND EXPENSES OF ANY KIND (INCLUDING ATTORNEYS' FEES) FOR FINES,
PENALTIES, BACK WAGES, BODILY INJURY, PROPERTY DAMAGE, DELAY OR WORK STOPPAGE THAT ARISES UNDER OR RESULTS FROM A BREACH OF THE FOREGOING
REPRSENTATIONS (REGARDLESS OF WHETHER OR NOT CUSTOMER DISCLOSED SUCH MATERIALS TO SCSS).
K. Customer agrees that SCSS may conduct a credit investigation and review or provide a copy of the Agreement or related information to US Bank Equipment Finance for the purpose of
evaluating credit In such event, Customer shall provide, in a timely manner, such financial information as SCSS may request. Customer represents and warrants that all such financial
information accurately and completely presents Customer's financial condition as of the date of execution of this Agreement.
L. Customer hereby authorizes SCSS to execute and file financing statements and/or continuation statements under the Uniform Commercial Code on Customer's behalf and to file such
documents in all places where necessary to perfect SCSS's interest in the equipment. Customer agrees to execute any such instruments as SCSS may request from time to time
7 Further Oblioatlonaof SCSS: Lirrftationa.
A. Neither party shall be held responsible or liable for delay in installation of the system or interruption of service, due to strikes, lockouts, dots, floods, fires, lightning, acts of God, or any cause
beyond the control of such party, including interruptions in telephone service- SCSS will not be required to perform installation or supply service to Customer while any such cause shall
continue.
B. If Customer has subscribed to monitoring service, the system will be connected to SCSS's Center. Unless specifically requested otherwise by the Customer and approved by SCSS's Center,
when a burglar alarm signal from the alarm system is received, the Center will first try to telephone Customers premises, and if there is no answer then will try to telephone the first available
person on Customer's emergency call list, to verify whether or not an emergency condition requiring police response exists- If there is no answer to both of these calls or the person contacted
indicates that an emergency exists, the Center will attempt to notify the police department- The Center will also attempt to contact someone on the emergency call list to advise them that the
police have been notified. When a fire alarm, hold-up alarm or duress alarm signal is received, the Center will attempt to notify the police or fire department or other emergency personnel
and the first available person on the emergency call IisL When a non -emergency signal is received, the Center will attempt to contact the premises or the first available person on the
emergency call list but will not notify emergency authorities, The Center reserves the right to use automated notification procedures in lieu of phone call notifications for non -emergency signals
unless expressly prohibited by local authorities, If Customer requires phone notification for non -emergency signals, Customer agrees to subscribe to such service and an additional fee may
apply. Phone notification for non -emergency signals will be made during normal day -time hours unless expressly requested otherwise by Customer
The Center may choose not to notify emergency personnel if it has reason to believe that an emergency condition does not exist SCSS and Customer are obligated to comply with all
notification and response requirements imposed by governmental agencies having jurisdiction over the system, SCSS reserves the right to discontinue or change any particular response
service due to such governmental or insurance requirements without notice. Customer consents to the tape and video recording of telephonic and video communications between Customer's
premises and SCSS, and will inform its employees and third parties that such recordings are authorized. If Customer's police or fire department now or in the future requires physical or visual
verification of an emergency condition before responding to a request for assistance, Customer agrees to subscribe to such service if provided by SCSS, or otherwise comply with such
requirements, and an additional fee may apply for such services
C, If video equipment is installed, it may be integrated into the system and, upon activalion, will send a video transmission to the Center- The Center will first attempt to verify the nature of the
emergency by viewing the video. If the Center determines that an emergency condition exists, it will try to first telephone the premises, if available, and report the emergency condition. If
there is no answer or the person answering confirms the emergency condition, then, based upon the nature of the emergency condition, the Center will notify the proper police orfire department
or other emergency personnel, and the next available person on the emergency call list, If the Center determines that an emergency condition does not exist, or the video is inconclusive, the
Center will use the notification procedures set forth in paragraph 713 above
Customer understands that, if the system installed is monitored, due to the nature of the method used for communicating alarm signals to SCSS's monitoring center, there may be times when
that communication method is not able to transmit signals and SCSS will not receive alarm signals. Digital communicators use standard telephone lines and SCSS does not receive signals
when the telephone system becomes non -operational or the telephone line is placed on vacation status, cut, interfered with or otherwise damaged. There will be times when any radio
frequency method, such as cellular, public or private radio systems or Internet based service, cannot transmit an alarm signal due to lack of signal strength, network congestion, or availability
of a communications channel Similarly, any other type of communication method installed under this Agreement also can experience an inability to communicate alarm signals Customer
understands that SCSS offers several levels of communication methods of alarm signals to the monitoring center and that the Services described on the Schedule have been chosen by
Customer after considering and balancing the levels of protection afforded by various communication methods and the related costs Customer acknowledges and agrees that Customer is
solely responsible for the selection of the type of communication method and whelherthe utilization of more than one communication method is required. Communications networks provided
by independent carriers or providers are wholly beyond SCSS's control and are maintained and serviced, solely by the applicable carrier or provider. Customer agrees to reimburse SCSS
for any costs incurred to reprogram the communicator because of area code changes or other dialing pattern changes If telephone service is used, the use of DSL or other broadband
telephone service may prevent the system from transmitting alarm signals to the monitoring center and/or interfere with the telephone line -seizure feature of the system. Such services should
be installed on a telephone number that is not used for alarm signal transmission- Customer agrees to notify SCSS if Customer has installed or intends to install DSL or other broadband
a7AN LEY Coriveroanl Sa ully 5oluuons. Inc Llcensenfom,alLol] (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints maybe directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd., Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY 0001911, Regulated by Arkansas Bd of Private Invealigalors and Pdvale Security Agencies, #1 Stale Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10:
LC05911: AC06055, Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept, of Consumer Affairs, Sacramento, CA 95814: CT ELC,0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F7162; F875; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Bd., 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)768-5320; NH 0424-C; NJ 1074486; 659423; Burglar Alarm Business Lio- # 34Bx00022000; NM 374554: NV F400: F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept. of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; Wit; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECRl 821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879,
0-164704
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DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STA h L E'Y
Security
STANLEY Convergent Security Solutions, Inc.
D. With respect to 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 SCSS'S
RIGHTS AS DESCRIBED IN THIS SECTION OR OTHER SECTIONS OF THIS AGREEMENT OR APPLICABLE SCHEDULE.
E. Paragraphs A through D of this Article 4 shall apply to any other company Or entity which, in addition to SCSS, furnishes, as a subcontractor, or otherwise, any installation, monitoring or other
services provided hereunder.
F LlmitedEt?0imen1 WArrarify Where Customer purchases a security system under this Agreement, SCSS warrants that the equipment will be free from defects in material and workmanship
for a period of 90 DAYS from the dale the security system is placed into operation If, during this warranty period, any of the equipment or parts are defective or malfunction, they will be
repaired or replaced, at SCSS's sole option, free of charge. Warranty repair is done Barn — 4 pm Monday through Friday, excluding holidays, This warranty will not apply if the damage or
malfunction occurs because the system has been adjusted, added to, altered, abused, misused or tampered with by the Customer, operated or used contrary to the operating instructions,
software is used with an operating system other than that specified by SCSS or its original equipment manufacturer ("OEM"), performance issues relating to the use of Customer's data
network(s), power fluctuations, or any other cause not within the cause or control of SCSS. If inspection by SCSS fails to disclose any defect covered by this limited equipment warranty, the
equipment will be repaired or replaced at Customer's expense and SCSS's regular service charges will apply,
DISCLAIMER OF ALL OTHER WARRANTIES: WITH THE EXCEPTION OF THE FOREGOING LIMITED EQUIPMENT WARRANTY, 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 WILL SCSS, ITS EMPLOYEES,
AGENTS OR REPRESENTATIVES BE RESPONSIBLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER. SCSS MAKES NO
WARRANTIES CONCERNING ANY EQUIPMENT OR DEVICES ATTACHED TO CUSTOMER'S SYSTEM UNLESS SUCH EQUIPMENT OR DEVICES WERE ORIGINALLY PURCHASED
AND INSTALLED UNDER THIS AGREEMENT.
STATE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR A LIMITATION ON THE DURATION OF
IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY, THE WARRANTY PROVIDES SPECIFIC LEGAL RIGHTS AND CUSTOMER MAY ALSO
HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE
5 Miscellaneous Cha es and IncmAse In Chilrges
A. Customer shall pay any City, State or Federal taxes, fees or charges which are imposed upon the equipment, the installation thereof or performance of the services provided for herein,
including any increase in charges to SCSS forfacililies required for transmission of signals under this Agreement
B. At SCSS's option, a fee may be charged for any unnecessary service run or false alarm If Customer or SCSS is assessed any fine or penally by any municipality, fire, or police department
as a result of any false alarm, Customer shall pay the full amount of such fine or penalty. If, following an investigation at Customer's request, it is mutually agreed that a false alarm was
caused by SCSS, the amount of the fine or penally paid by Customer shall be credited to Customers account.
C, The payments set forth in the Schedule referenced in paragraphs 3.A, and 3.B. include telephone company line charges if required SCSS may immediately increase its monthly charges to
reflect such increased line charges for the Customer facility covered by this Agreement Customer shall also pay any telephone company toll line charges incurred by the operation of the
system,
D. Installation charges set forth in the Schedule assume installation will be performed during SCSS's normal working hours and using its own personnel. If Customer requests the installation or
any part thereof to be performed outside ordinary business hours, or if the installation must be performed by outside contractors, or if SCSS's wage rates do not apply as a result of prevailing
wage conditions, or otherwise, then the installation charge will be adjusted accordingly.
E If any Governmental agency requires any changes in the system originally installed, Customer agrees to pay for such changes, It is Customer's responsibility to obtain alarm use permits,
required by the local jurisdiction-
F, The prices quoted for the alarm system are based upon the number of components, type of security and service specified in the Schedule- Should Customer request or require additional
protection, security devices or services, this may affect the final contract price. Cost associated with conditions not apparent at SCSS's initial survey and for delays other than caused by
SCSS will be borne by Customer at SCSS's then current rates.
G. Failure to pay amounts when due shall give SCSS the right to charge interest at the rate of 1% % per month, or other maximum permitted by law, on any delinquent balance. A balance
becomes delinquent thirty (30) days after payment is due under Article 3.
6 Fur f3arOhlfuntfons of Customer.
A. Customer shall not tamper with, alter, adjust, add to, disturb, injure, move, remove or otherwise interfere with equipment installed by SCSS, nor shall Customer permit the same to be done
by others, It is further agreed that if any work is required to be performed by SCSS due to Customer's breach of the foregoing obligations, Customer will pay SCSS for such work in accordance
with SCSS's then current prevailing charges. CUSTOMER SHALL INDEMNIFY AND HOLD SCSS HARMLESS FROM AND AGAINST ANY CLAIM ARISING OUT OF SUCH TAMPERING,
ALTERATION, ADJUSTMENT, ADDITION TO, DISTURBANCE, INJURY, MOVEMENT, REMOVAL OR INTERFERENCE WITH SUCH EQUIPMENT AND FOR THE INTERCONNECTION
BY ANYONE OTHER THAN SCSS OF ANY EQUIPMENT OR DEVICE TO ANY SCSS EQUIPMENT.
B. For those premises where SCSS is to provide monitoring, Customer shall furnish SCSS a list 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 for updating such lists, In cases of supervised service, Customer shall also furnish SCSS with an authorized
daily and holiday opening and closing schedule-
C. Customer shall set the alarm system at such times as Customer shall close its premises. Customer shall test the alarm system prior to each closed period and shall immediately report to
SCSS any claimed inadequacy in, or failure of, the system. Customer shall perform a periodic walk test of any motion detection equipment used on the premises
D. Customer shall permit SCSS access to the premises for any reason arising out of, or in connection with, SCSS's rights or obligations under this Agreement
�TANLEY ConvoroerN-$.@CU114.-Sala6onx Irx. Ll0en6e InfomrallCn (as of 9-10-2020): AK 1003300: 104891: AL 888, 1276, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Ucensure, 7956 Vaughn Rd., Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY.0001911, Regulated by Arkansas ad of Private Investigators and Private Security Agencies, #1 Stale Police Plaza or, Little Rock, AR 72209 (501) 616-8600: CA 848019 - CIO;
LC05911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept, of Consumer Affairs, Sacramento, CA 95al4: CT ELC.0184651-1-5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277: 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207660: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FAILV: 1839-CSA, Alarm Systems Licensing Bd , 3101 Indusbial Drive, Ste 104, Raleigh, NC 27609 (919)768-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943: NY 12000293169, Licensed by NYS Dept, of Stale: ON 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3367; BAC5501: TN 1180; 1446; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECRI821; B02140: UT
5704068-6501: VA 2705067235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879
Q-164704
Page 7 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAN LEY
Security
STANLEY Convergent Security Solutions, Inc.
Addresses:Billing
Street Address:
Installation Invoices
216 Prospect ST
Recurring Services Invoices
216 Prospect ST
Time & Material Invoices
216 Prospect ST
City
Port Orchard
Port Orchard
Port Orchard
State/Providence
WA
WA
WA
Country
United States
United States
United States
Zip/Postal Code
Attention
98366
98366
98366
Billing Contact
Billing Phone
3608767043
3608767043
3608767043
Billing ID
Special Handling
Required
N
N
N
Notes for Special
Handling
PO #
w6NlJFy„ CWk rgw!t $O,cV115L$ 1.1— 1— Lleenkc lnfarmefion (as of 9-10-2020): AK 1003300; 104891: AL 868, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd , Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977. CMPY 0001911, Regulated by Arkansas Bit of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LCO5911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security 8 Investigative Services, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC 0184651-15: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830: 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Sd., 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)768-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lie. # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept of State: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387: BAC5501: TN 1180; 1448; 1650; 1446: 2026, CE-D 65528: TX ACR2639; ECR1821; 802140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: IM 969322: WY LV-G-23879,
0-164704
Page 11 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAK LEY.
Security Equipment & Labor Summary
City of Port Orchard- Bremerton PS
2350 Anderson Hill RD SW, Port Orchard, WA 98367
Proposal Generated:
Q-164704
10/6/2020
BILL OF :•• BREAKDOWN
EQUIPMENT
Qty
Part Number
Description
Unit Price
Extended
Price
1
1GSC-1PMEDEC0XT-1L
Medeco intelligent lock part License. 1 part per lock core.
$49.63
$49.63
1
ISSSFXDCTRMAT
FIXED PRICE CONTRACTOR MATERIAL
$425.37
$425.37
EQUIPMENT AND MATERIAL TOTAL
$475.00
LABOR
Qty
Part Number
Description
Unit Price
Extended
Price
1
SSS90DAYWARR
90 DAYS
$0.00
$0.00
1
SSSGSNTECH3
GOVERNMENT INSTALLATION TECHNICIAN III
$135.00
$135.00
1
SSSGSAPRJMGI
GOVERNMENT PROJECT MANAGER I
$115.00
$115,00
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
1
SSSSTR
INSTALLATION TRIP CHARGE
$150.00
$150.00
1
ISSSSETUP
DESIGN AND COMMISSIONING
$0.00
$0.00
1
ISSSFXCTRADLB
FDCED PRICE ADDTL CONTRACTOR LABOR
$264.00
$264.00
LABOR AND ADDITIONAL TOTAL
$664.00
GRAND TOTAL
$1,139.00
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
STANLEY Convergent Security Solutions, Inc.
Schedule of Service and Protection
(Equipment & Services)
STANLEY CONVERGENT SECURITY SOLUTIONS, INC. ("SCSS') AND CITY OF PORT ORCHARD ("CUSTOMER") AGREE ON THIS 6TH DAY OF OCTOBER, 2020, THAT SCSS SHALL PROVIDE THE
SERVICES DESCRIBED BELOW AT 216 PROSPECT ST, PORT ORCHARD, WA 98366. ALL WORK, EQUIPMENT, AND SERVICES ARE SUBJECT TO THE DETAILS SET FORTH HEREIN AND TO THE
TERMS AND CONDITIONS OF THE FOLLOWING AGREEMENT(S) BETWEEN THE PARTIES, IN ORDER OF PRECEDENCE: 1) ANY CURRENT MASTER AGREEMENT; AND/OR 2) ANY CURRENT
AGREEMENT DIRECTLY RELATED TO THE SITE IF SUCH AGREEMENT(S) ARE NOT IN EFFECT, ARE INAPPLICABLE, OR DO NOT CONTAIN MONITORING SERVICES TERMS AND CONDITIONS,
ALL WORK, EQUIPMENT, AND SERVICES WILL BE SUBJECT TO THE TERMS AND CONDITIONS FOUND AT HTTPS:IMIWW.STANLIMEOt1R1TY.SOLUTIONS,C.OMA.EGAL THIS SCHEDULE OF
SERVICE AND PROTECTION, AND THE PRICES QUOTED HEREIN, SHALL EXPIRE IF NOT EXECUTED BY CUSTOMER WITHIN SIX (6) MONTHS OF THE QUOTE DATE LISTED BELOW, AFTER WHICH
TIME SCSS MAY REVISE THE PRICING FOR THE EQUIPMENT AND/OR SERVICES SET FORTH HEREIN -
Solution: City of Port Orchard MEDECO XT Main/Genetec Licensing with Keys
Opportunity: 0-1673650
Quote: Q-156876
Quote Date: October 6, 2020
Investment Type: Direct Sale
System Information
System Type Access
Primary System:
Secondary Systems:
Customer . Provide
120 vac Power Outlets, Access to Device Locations, Door Hardware, Electric Locking Hardware, Network Connectivity, PC
Client(s) hardware, PC Hardware for Access Control System, PC Server(s) hardware, Secured storage of on -site equipment,
Static IP address for equipment, UPS,
1,00 1 GSC-1PMEDECOBASE
Medeco Base intelligent key management
1.00 SY-MEDXT-USBPGRM Medeco USB KEY PROGRAMMING KIT
1.00 SY-MEDXT-DONGLE Medeco USB SYSTEM
DONGLE.ENHANCED
25.00 SY-MEDXT-G3KEY-WCGR Medeco XT SLIM KEY G3S & CHARGER
KIT
Equipment•
Stanley Security to provide and install Genetec Access Control Licensing for Integration with Medeco XT Intelligent Key System. This
Integration will provide the ability for controlled access, accountability, physical security, and system management for remote sites using
Medeco XT Pad Locks and Medeco XT Cylinders. The Medeco XT Lock Set Cylinders are located on separate quotes with specific names
at different addresses for remote sites.
In order to test Medeco XT GS3 Slim Keys at remote site locations with XT Cores in Lock Sets the projects at these locations must be
booked and completed prior to testing. Pad Locks can be tested onsite at City Hall prior to customers distribution to remote sites with gates
¢TRNLEY 6nbVe[oanl 9ecutHd,$yEy{Ifl ,JpgsJ,IQ@ptQ, lnlormellon (as or 9-10-2020): AK 1003300; 104691: AL 888, 1278, 1322: 1472, Complainls maybe directed to Alabama Electronic Security Board of Lice name, 7956 Vaughn Rd, Montgomery,
11 36116 (334) 264-9388; 4B682: AZ ROC204975: AR 032977; CMPY,0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LCO5911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security & Invesligative Services, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC.0184651-L5: DE 04-158: FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277: 61931: MA 12737A: MD 107-1828: 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423: Burglar Alarm Business Liu # 34BX00022000; NM 374554: NV F400; F401; 00710241
0084943; NY 12000293169, Licensed by NYS Dept of Stale: OH 53-09-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387: BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1B21; B02140: LIT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879.
0-156676
Page 1 o112
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
STANLEY Convergent Security Solutions, Inc.
requiring pad locks. Testing includes the confirmation of Key used via user assigned to a particular key for the purpose of recorded audit
information recorded at both the locks and keys. The recorded data should show a time and date stamp for every event including
authorized and unauthorized attempts at programmed point of access. Keys are to be programmed to open only specific locks during a
designated schedule. Schedules may also contain an expiration point to completely disable the key until it is audited and reprogrammed
CUSTOMER RESPONSIBILITY: Not in Stanley Security Scope of Work
-Programming or design features not discussed or agreed upon outside of this specific scope of work. Any adjustments or changes will be
considered as a separate agreement and billed accordingly via change order.
-All work will be performed between 7:00 am to 5:00 pm unless otherwise agreed upon by customer and Stanley. Any work after hours will
be considered as a separate agreement and billed accordingly.
-Provide access to server and/or workstations required to operate Genetec software for Access Control Management with LAN/WAN
connections as required to integrate with Medeco XT.
-This quote does not include any requirements for ADA Door Integrations or Fire alarm integrations by AHJ. If required Stanley will invoice
any required changes separately via change order agreed upon by customer.
TERMS AND CONDITIONS OF THE WA STATE CONTRACT 03017 APPLY
Theory of Operation
City of Port Orchard - Remote Sites Genetec Medeco XT Integration with Base Licensing and keys.
Licensing Application and Medeco XT Keys Setup Site Address - 216 Prospect Street, Port Orchard WA 98366
City of Port Orchard Genetec Server POC - Steve Havert IT Admin - Desk (360) 876-7043 & Cell (360) 509-7129 - Email
shavert@cityofportorchard.us
City of Port Orchard Genetec Remote Sites with Keys POC - Tony Lang Operations Manager - Cell (360) 535-2490 - Email
tlang@cityofportorchard.us
Stanley Sales Consultant - Michael Cunningham - Cell (425) 215-3616
Stanley Project Manager - Narvair Parhar - Cell (425) 449-2876
NOTE ** This is a prevailing wage labor installation. Please file appropriate prevailing wage labor information with L&I**
Stanley Security Scope of Work
Stanley Security to provide and install Genetec Access Control Licensing for Integration with Medeco XT Intelligent Key System. This
Integration will provide the ability for controlled access, accountability, physical security, and system management for remote sites using
Medeco XT Pad Locks and Medeco XT Cylinders. The Medeco XT Lock Set Cylinders are located on separate quotes with specific names
at different addresses for remote sites.
-Stanley to provide and install the Licensing for Medeco XT Integration on customer provided server PC/Workstations.
Qty (1) GSC-1 PMEDECOBASE - Medeco Base Intelligent Key Management Plugin.
-Stanley to provide, install, and utilize the Medeco USB Key Programming Kit with USB System Dongle at customer provided PC locations.
Qty (1) SY-MEDXT-USBPGRM - Medeco USB Key Programming Kit
Qty (1) SY-MEDXT-DONGLE - Medeco USB Enhanced System Dongle.
-Stanley to provide, install, and program up to five of the (25) Medeco XT G3S Slim Keys with Charger Kits and provide training to the
customer POC.
Qty (25) SY-MEDXT-G3KEY-WCGR - Medeco XT Slim Key G3S & Charger Kit.
SPECIAL NOTE to OPERATIONS TEAM. First order all Genetec parts from Genetec with Stanley PO. Then a System Site ID for Medeco
XT will be generated to Stanley Operations to order the Medeco XT cores for the Medeco XT System and Cylinders that are located on
separate quotes with specific names at different addresses moving forward.
Medeco XT Direct Resource for Setup and Assistance - Customer Service: 877-633-3261 and/or Technical Product Support: 800-839-
3157
Genetec Direct Support for Setup and Assistance - Genetec RSM Josh Brooks: 206-295-4700 and/or Technical Product Support: 866
338-2988
Stanley/Customer Programming and Testing
Si
Ganvgfg,jyC $y. 114 Solutions. Inc. L—ge 1>EDURA pyl (as of 8AQ,2020)- AK 10033ll0, 11)4891; AL 688. 1278. 1322- W2, Compfainln may da dmcttd to Alahema Eiechanic SeZffiry ®oard of Ll—ta, 7450 Veuynn Rr4.. Mwllgommy,
AL Sat 18 1311 Ze4-9388; 48682; AZ ROC204975: AR 032977; GMPY.00D191 I, Regulaled by Arkansaa Bd of Prlyare Invesugararp end Private Secwrty Agomles, #1 Swe Pollce Reza a, Ume Rock, AR 722H (501) 618.8800: CA 44ED19 • C10:
LCC5911; AC06055, Alalln company operators are livwmed an0 regulat&d by Bre Bureau or $acu rily A Investigamie SeMces, Dept_ or Consumer Aileen- Seorom ento, CA 95914. CT EX.0Ia4651-L5 DE 04-i SZ: FAL-0001 FL EF20001345. 43A
439701: 311 38390; IA AC-211. 10.015810, 022728 AA-4: IL IP7001274! KY 338 (LounevD.J; LA r 1162: r875; F127T; 61931 MA 12737A: MD 107-1828; 259: MI 5103423; 360 12076 80 : MN T3001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FArLV; 1839 CSA, Atarm Syaiems Ijcensing Bd , 3101 Imluelrral Drive, 51e 104. Raleigh, NC.27609 (919)786 5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic. # 348X00022000, NM 374554: NV F400; F401 ; 0071024;
0084943, NY 12000293169, Licaneed 4 t3Y$ Degl. of Slate. OR 5MEkA 2: OK 953: OR 161567; PA D32736'- RI 9446A, TSC 4996; SC FAC3307: t3 AC5501: TN 11 a0; 1448; 1650; 1446; 2026, CE-D 55528: TX ACFr,363B; ECR1821. B02140: UT
5704068,5501 VA 2705087235A 11-54Sr WA STANLC5925MZ- 6W045298: VVI 1169322 WY LV•G•29879
0-156876
Page 2 of 12
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY STANLEY Convergent Security Solutions, Inc.
Security
In order to test Medeco XT GS3 Slim Keys at remote site locations with XT Cores in Lock Sets the projects at these locations must be
booked and completed prior to testing. Pad Locks can be tested onsite at City Hall prior to customers distribution to remote sites with gates
requiring pad locks. Testing includes the confirmation of Key used via user assigned to a particular key for the purpose of recorded audit
information recorded at both the locks and keys. The recorded data should show a time and date stamp for every event including
authorized and unauthorized attempts at programmed point of access. Keys are to be programmed to open only specific locks during a
designated schedule. Schedules may also contain an expiration point to completely disable the key until it is audited and reprogrammed.
CUSTOMER RESPONSIBILITY: Not in Stanley Security Scope of Work
-Programming or design features not discussed or agreed upon outside of this specific scope of work. Any adjustments or changes will be
considered as a separate agreement and billed accordingly via change order.
-All work will be performed between 7:00 am to 5:00 pm unless otherwise agreed upon by customer and Stanley. Any work after hours wil
be considered as a separate agreement and billed accordingly.
-Provide access to server and/or workstations required to operate Genetec software for Access Control Management with LAN/WAN
connections as required to integrate with Medeco XT.
-This quote does not include any requirements for ADA Door Integrations or Fire alarm integrations by AHJ If required Stanley will invoice
any required changes separately via change order agreed upon by customer.
TERMS AND CONDITIONS OF THE WA STATE CONTRACT 03017 APPLY
SZAIN Y Cwrverl{e of $acurily Soluhona. IPc License inlp rrmcn (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints maybe directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd, Montgomery,
AL 36116 (334) 264-9388: 48682: AZ ROC204975: AR 032977: CMPY,0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rack, AR 72209 (501) 618-8600: CA 848019 - C10;
LC05911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security 8 Investigative Services, DepL of Consumer Affairs, Sacramento, CA 95814: CT ELC.0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015630: 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162: F875: F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207600: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Sri-, 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074405; 659423; Burglar Alarm Business Lic. # 348X00022000; NM 374554: NV F400: F401; 0071024;
0084943: NY 12000293169, Licensed by NYS Dept. of Slate: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLOS925MZ: WV 045298: WI 969322: WY LV-G-23079-
Q-156876
Page 3 of 12
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY.
Security
(Advanced Service Options)
STANLEY Convergent Security Solutions, Inc.
In addition to the equipment and services provided for above, the following advanced service recommendations are offered and available
as an additional measure of security. By selecting an option(s) below and executing this page, you are agreeing to the provision of such
services pursuant to the same terms and conditions set forth above and at the prices listed herein.
"Please check with your consultant for additional service options.
SLVM C"Wiaant SerndN Solutions_ 1gg,..IdfCOY.P- Inl (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322: 1472, Complaints maybe directed to Alabama Electronic Security Board of Ucensure, 7956 Vaughn Rd , Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY 0001911, Regulated by Arkansas Ed of Private Inv esligators and Private SecurityAgencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LC05911; ACO6055, Alacompany operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept- of Consumer Affairs, Sacramento, CA 95814: CT ELC 0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: 10 015830; 022726-AA4: IL 127001274: KY 338 (Louisville): LA Fl162; F875; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132,
NC 23471-SP-FNLV; 1839-CSA, Alarm Systems Licensing Bd., 3101 Industrial Drive, Ste 104, Raleigh, INC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic. # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept of State: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1160; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; 802140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322, WY LV-G-23879-
0-156876
Page 4 of 12
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
STANLEY Convergent Security Solutions, Inc.
.and Depo
The term of this.Schedule is: (or a period of 60 Months from the date hereof and shall thereafter
Total Installation Price*: $7,900.00 USD
renew as set forth in the Agreement to which this Schedule of Service and Protection ("SOSP") is
a Schedule ("the Agreement").
Up -front Deposit*: $0.00
Transaction Information: New
Payment Plan*:
Warranty Duration: 90 DAYS
Balance Due Upon
Escalation Information: 3% after 36 Months
Completion*: $7,900.00
Customer agrees that SCSS retains a security interest in the equipment until the full purchase
price is paid.
The quantities and prices reflected in this SOSP are based upon the estimated number of
components specified in blueprints, site surveys, and/or other information provided by Customer
and the options selected by Customer. The equipment and scope above are expected to cover the
cost of installation as quoted herein. Subject to the terms of the Agreement, SCSS reserves the
right to submit Change Orders and to recover any additional costs not previously quoted. Such
costs include but are not limited to, for example, additional costs that arise as a result of 1) any
change to the scope of work or equipment stated in this SOSP; 2) extensions of time outside of
SCSS's direct control; 3) changes in architecture, including IT infrastructure, that were not
anticipated in this SOSP; 4) the undisclosed presence of asbestos and/or other environmental,
health, and/or safety hazards; and/or 5) any faulty non-SCSS equipment that impacts the
performance of the solution proposed by SCSS.
Unless expressly agreed otherwise in the Agreement, SCSS shall have the right to submit invoices
for progress payments based on percentage work completed.
*Prices do not include taxes*
Michael Cunningham
Security Representative
Senior Security Sales Consultant
Security Representative Title
STANLEY Authorized Manager (Sign)
STANLEY Authorized Manager (Print)
Monthly Service Charges
Total Monthly Fee*: $0.00 USD
Payment Frequency. Quarterly
Customer (Sign)
Customer (Print)
Title
Not Binding on SCSS without either Authorized Management Approval Signature or SCSS Begins the Installation or Services.
PO Required by customer: ❑
STANLEY Cmrvorna.. Secuiily Sul ulions Inc L•ce�sa inform ahon (as of 9-10-2020): AK 1003300; 104891: AL BBB, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Llcensure, 7956 Vaughn Rd ,Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY,0001911, Regulated by Arkansas ad of Private Investigators and Private Security Agencies, #1 Slate Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LC05911: AC06055, Alarm company operators are licensed and regulated by the Bureau of Security 6 Investigative Services, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC 0184651-15: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1 B28; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FAILV; 1 B39-CSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485: 659423: Burglar Alarm Business Lic. # 348X00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept, of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650: 1446: 2026, CE-D 65528: TX ACR2639; ECR1821; 802140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879.
Q-156876
Page 5 of 12
DocuSign Envelope ID: DE369OO9-84FE-46A5-BD5C-9F9A4O33CC4B
STAN LEY
Security
STANLEY Convergent Security Solutions, Inc.
Billing
Addresses:
Street Address:
Installation.
• Services InvoicesInvoices
City
State/Province
Country
Zip/Postal Code
Attention
Billing Contact
Billing Phone
Billing ID
Special Handling
Required
N
N
N
Notes for Special
Handling
Po #
STRNLEY Ganvcrmam 5erunOL$yylggBp, InG.. Llcehae Infannd as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd, Montgomery,
AL 36116 (334) 264-9388; 40682: AZ ROC204976: AR 032977; CMPY 0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LCO5911: ACO6055. Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, DepL of Consumer Affairs, Sacramento, CA 95814: CT ELC 0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FAILV; 1839-CSA, Alarm Systems Licensing Bat, 3101 Induslrial Drive, Sle 104, Raleigh, NC 27609 (919)768-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic. # 34SX00022000; NM 374554: NV F400; F401; 0071024:
0084943; NY 12000293169, Licensed by NYS Dept. of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387: BAC5501: TN 1160; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879-
Q-156876
Page 6 of 12
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
.Master Service Agreement
STANLEY Convergent Security Solutions, Inc.
No. Q-156876
This Master Agreement is made and entered into this 6th day of October 2020 between STANLEY Convergent Security Solutions, Inc. with its principal place of business located in 8350 Sunlight Drive,
Fishers, IN 46037 (hereinafter referred to as "SCSS") and City of Port Orchard, with its principal place of business located at 216 Prospect ST, Port Orchard, WA 98366 (hereinafter referred to as
"Customer'). This Master Agreement sets forth the general terms and conditions for which SCSS shall provide services to Customer-
1; SCOPE OF AGREEMENT.
The instant terms and conditions shall apply to the following services: sales and/or installation, including SCSS owned systems, Service Plans, Storage and Surveillance Solution and monitoring, as
described in a Schedule of Service and Protection ("Schedule") and/or Proposal requested by Customer and agreed to by SCSS. SCSS will provide the services at the location(s) specified on the
attached Schedule. If Customer purchases equipment, at the expiration of the limited warranty, repair service will be on a time and material basis during the hours of 8am-4pm Monday through Friday,
excluding holidays, unless Customer subscribes to a service plan described on the Schedule. Repair services for a SCSS owned system are described on the Schedule
2. lwni I1LwmiwL and Eltoh0on:
This Agreement shall remain in force for an Initial Term of 60 Months from the date this Agreement is executed (the "Initial Term"). If Customer has existing locations currently using SCSS systems
and/or services, the terms and conditions of this Agreement shall cancel and supersede existing agreements at those locations. After the Initial Term expires, this Agreement will automatically be
renewed as consecutive terms of one year, except where prohibited by applicable law in which case the Agreement will renew from month to month, unless terminated by either party by the delivery of
written notice to the other at least 60 days prior to the anniversary date of the Initial Term During the Initial Term, the terms and conditions of this Agreement shall control each localion specified in a
Schedule (a "new location") for a period of 60 Months from the date the system first becomes operational al any such new location and will automatically renew as set forth above, unless terminated by
either party by the delivery of written notice to the other at least 60 days prior to the anniversary date that installation on the location commences. Provided, however, that if the Agreement has terminated
or expired prior to the end of the term of such new location, the terms and conditions of the Agreement (other than the renewal provisions thereof) shall nevertheless be applicable to the rights and
obligations of SCSS and the Customer, as to the providing of services to any such new locations.
3. Payment
Customer agrees to pay SCSS:
A For the sale and/or installation of the systems as provided in the Schedule attached hereto. For any equipment identified as "TKO" on the Schedule, Customer acknowledges that the purchase
price for the equipment is incorporated into the Total Monthly Fee set forth on the Schedule and will be paid over the Initial Tenn of the Agreement Customer therefore agrees that SCSS
retains title to the equipment until the full purchase price is paid, which shall be at the expiration of the Initial Term of this Agreement SCSS agrees that upon expiration of the Initial Term,
the parties may renegotiate the Total Monthly Fee to reflect payment of the purchase price for the equipment.
B. For the monitoring, and/or service of the system(s) as provided in the Schedule, commencing from the date of installation completion, which shall be the day said item of equipment is installed
at Customer's location and/or is communicating with SCSS's monitoring facility (the "Center') as determined by SCSS ("Installation Date.") Customer also agrees to pay interim charges in
the amount of approximately 1/30" of the monthly charges for each day from and including the date the system becomes operative until lh3 first (1 ") of the following month. Payments for
services are due Quarterly in advance, commencing from the first day of the month following the date the system becomes operative
C- Customer agrees that at any time following expiration of the first 36 Months of any Schedule, SCSS may increase the basic monthly charges for the location(s) specified on the Schedule,
once a year, for the balance of the term and any renewal thereof. Customer agrees to pay the full amount of such increase, which increase shall not exceed 3 % percent over the previous
twelve (12) months' basic ongoing charges.
4. 1-lauldated Damages and SCSS's Wmits of Wabtllty.
A The parties agree that SCSS is providing a system and/or service designed to reduce the risk of loss only; that the payments provided for herein are based solely on the value of the system
and/or services as described herein and are unrelated to the value of any property located on Customers premises; that SCSS is not liable for losses which may occur in cases of malfunction
or nonfunction of any system provided by SCSS or that SCSS is not liable for losses which may occur in the monitoring, repairing, signal handling or dispatching aspects of the service, even
if due to SCSS's negligence or failure of performance; that SCSS is not liable for losses resulting from failure to warn or inadequate training; that SCSS is not an insurer; and that insurance
covering personal injury, property loss, and damage to and on Customers premises must be obtained and/or maintained by Customer. Customer understands that it is Customers duty to
purchase such insurance; that SCSS offers several levels of protection and services and that the system and/or service described in the Schedule has been chosen by Customer after
considering and balancing the levels of protection afforded by various systems and the related costs- The Agreement shall confer no rights on the part of any person or entity that is not a
party hereto, whether as a third -party beneficiary or otherwise, with the exception of named indemnitees in Article 4 herein.
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 AND/OR SERVICES PROVIDED, DUE TO THE UNCERTAIN NATURE OF POTENTIAL DAMAGES AND/OR VALUE OF CUSTOMER'S PROPERTY OR THE PROPERTY OF
OTHERS KEPT ON THE PROTECTED PREMISES WHICH MAY BE LOST, STOLEN, DESTROYED, DAMAGED OR OTHERWISE AFFECTED BY OCCURRENCES WHICH THE SYSTEM
OR SERVICE IS DESIGNED TO DETECT OR AVERT, INCLUDING LOSS, DAMAGE, OR INABILITY TO OR IMPAIRMENT OF ACCESS TO CUSTOMER DATA, INABILITY OF SCSS TO
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 INJURIES TO THIRD PARTIES THEREFORE, IF LIABILITY IS IMPOSED ON SCSS, ITS EMPLOYEES, AGENTS OR
REPRESENTATIVES, FOR PROPERTY DAMAGE OR PERSONAL INJURY, SUCH LIABILITY SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE ANNUAL SERVICE CHARGE FOR
THE PARTICULAR LOCATION INVOLVED OR $10,000 WHICHEVER IS LESS- (IF THERE IS NO ANNUAL SERVICE CHARGE FOR THE PARTICULAR LOCATION INVOLVED, SCSS's
LIABILITY SHALL BE LIMITED TO $500,00) THIS SUM SHALL BE PAID AND RECEIVED EITHER (i) AS LIQUIDATED 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 THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS UNDER THIS CONTRACT OR BY NEGLIGENCE, ACTIVE OR
OTHERWISE, OF SCSS, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES. IF CUSTOMER WISHES SCSS TO INCREASE THE AMOUNT OF THE LIQUIDATED DAMAGES OR
LIMITATION OF LIABILITY AS PROVIDED ABOVE, CUSTOMER MAY OBTAIN FROM SCSS AN ADDITIONAL AMOUNT OF LIQUIDATED DAMAGES OR LIMITATION OF LIABILITY BY
PAYING AN ADDITIONAL MONTHLY SERVICE CHARGE TO SCSS, 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
NO SUIT OR ACTION SHALL BE BROUGHT AGAINST SCSS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION ARISES,
C. Since the parties agree that Customer retains the sole responsibility for the life and safely of all persons in its premises, and for protecting against losses to his/her awn property or the property
of others in its premises, CUSTOMER AGREES TO INDEMNIFY AND SAVE HARMLESS SCSS, ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES, AND US BANK EQUIPMENT
FINANCE IF US BANK EQUIPMENT FINANCE HAS PROVIDED ANY FUNDS IN RELATION TO THIS AGREEMENT, FROM AND AGAINST ALL CLAIMS, LAWSUITS AND LOSSES BY
PERSONS NOT A PARTY TO THIS AGREEMENT, ALLEGED TO BE CAUSED BY THE IMPROPER OPERATION OF THE SYSTEM, WHETHER DUE TO MALFUNCTIONING OR
NONFUNCTIONING OF THE SYSTEM OR THE NEGLIGENT PERFORMANCE OR NONPERFORMANCE BY SCSS OF ANY SERVICE PROVIDED BY SCSS, INCLUDING BUT NOT
LIMITED TO, THE INSTALLATION, REPAIR, MONITORING, SIGNAL HANDLING, OR DISPATCHING ASPECTS OF THE SERVICE-
SjgNyFY Convcrgcn! Sy51ri $p)uV� Inr.. Lionw inipgnnim (as of 9-10-2020): AK 1003300; 104891: AL 888, 1276, 1322: 1472, Complaints maybe directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd, Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROG204975: AR 032977; CMPY,0001911, Regulated by Arkansas Bd or Private Investigators and Private Security Agencies, #1 Slate Police Plaza Dr, Life Rock, AR 72209 (501) 616-8600: CA 848019 -CID:
LC05911: AC06055, Alarm company operators are licensed and regulated by the Bureau or Security 8 Investigative Services, Dept, of Consumer Affairs, Sacramento, CA 95814: CT ELC-0184651-L5: DE 04-158: FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001236 MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FArLV; 1639-CSA, Alarm Systems Licensing act, 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074405: 659423: Burglar Alarm Business Lic, # 34BX000220001 NM 374554: NV F400; F401: 0071024;
0084943; NY 12000293169, Licensed by NYS Dept, of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387: BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: Tx ACR2639; ECR1821; 802140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: VVY LV-G-23879-
0-156876
Page 7 of 12
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
STANLEY Convergent Security Solutions, Inc.
D With respect to 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 SCSS'S
RIGHTS AS DESCRIBED IN THIS SECTION OR OTHER SECTIONS OF THIS AGREEMENT OR APPLICABLE SCHEDULE.
E Paragraphs A through D of this Article 4 shall apply to any other company or entity which, in addition to SCSS, furnishes, as a subcontractor, or otherwise, any installation, monitoring or other
services provided hereunder.
F LfmiNal EQulamenf Wananly Where Customer purchases a security system under this Agreement, SCSS warrants that the equipment will be free from defects in material and workmanship
for a period of 90 DAYS from the date the security system is placed into operation. If, during this warranty period, any of the equipment or parts are defective or malfunction, they will be
repaired or replaced, at SCSS's sole option, free of charge. Warranty repair is done Bam — 4 pm Monday through Friday, excluding holidays This warranty will not apply if the damage or
malfunction occurs because the system has been adjusted, added to, altered, abused, misused or tampered with by the Customer, operated or used contrary to the operating instructions,
software is used with an operating system other than that specified by SCSS or its original equipment manufacturer ("OEM"), performance issues relating to the use of Customers data
network(s), power Fluctuations, or any other cause not within the cause or control of SCSS. If inspection by SCSS fails to disclose any defect covered by this limited equipment warranty, the
equipment will be repaired or replaced at Customer's expense and SCSS's regular service charges will apply.
DISCLAIMER OF ALL OTHER WARRANTIES: WITH THE EXCEPTION OF THE FOREGOING LIMITED EQUIPMENT WARRANTY, 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 WILL SCSS, ITS EMPLOYEES,
AGENTS OR REPRESENTATIVES BE RESPONSIBLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER, SCSS MAKES NO
WARRANTIES CONCERNING ANY EQUIPMENT OR DEVICES ATTACHED TO CUSTOMER'S SYSTEM UNLESS SUCH EQUIPMENT OR DEVICES WERE ORIGINALLY PURCHASED
AND INSTALLED UNDER THIS AGREEMENT.
STATE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR A LIMITATION ON THE DURATION OF
IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY- THE WARRANTY PROVIDES SPECIFIC LEGAL RIGHTS AND CUSTOMER MAY ALSO
HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE.
Mlscellancous Charges and Increase In Charges
A. Customer shall pay any City, State or Federal taxes, fees or charges which are imposed upon the equipment, the installation thereof or performance of the services provided for herein,
including any increase in charges to SCSS for facilities required for transmission of signals under this Agreement.
B,. Al SCSS's option, a fee may be charged for any unnecessary service run or false alarm If Customer or SCSS is assessed any fine or penalty by any municipality, fire, or police department
as a result of any false alarm, Customer shall pay the full amount of such fine or penally, If, following an investigation at Customer's request, it is mutually agreed that a false alarm was
caused by SCSS, the amount of the fine or penalty paid by Customer shall be credited to Customer's account.
C. The payments set forth in the Schedule referenced in paragraphs 3.A. and 3.11 include telephone company line charges if required. SCSS may immediately increase its monthly charges to
reflect such increased line charges for the Customer facility covered by this Agreement. Customer shall also pay any telephone company toll line charges incurred by the operation of the
system.
D. Installation charges set forth in the Schedule assume installation will be performed during SCSS's normal working hours and using its own personnel, If Customer requests the installation or
any part thereof to be performed outside ordinary business hours, or if the installation must be performed by outside contractors, or if SCSS's wage rates do not apply as a result of prevailing
wage conditions, or otherwise, then the installation charge will be adjusted accordingly
E- If any Governmental agency requires any changes in the system originally installed, Customer agrees to pay for such changes. It is Customers responsibility to obtain alarm use permits,
required by the local jurisdiction.
F. The prices quoted for the alarm system are based upon the number of components, type of security and service specified in the Schedule Should Customer request or require additional
protection, security devices or services, this may affect the final contract price. Cost associated with conditions not apparent at SCSS's initial survey and for delays other than caused by
SCSS will be bome by Customer at SCSS's then current rates,
G Failure to pay amounts when due shall give SCSS the right to charge interest at the rate of 1 % % per month, or other maximum permitted by law, on any delinquent balance. A balance
becomes delinquent thirty (30) days after payment is due under Article 3.
6 Furl her0blloatfons or Customer.
A Customer shall not tamper with, alter, adjust, add to, disturb, injure, move, remove or otherwise interfere with equipment installed by SCSS, nor shall Customer permit the same to be done
by others. It is further agreed that if any work is required to be performed by SCSS due to Customers breach of the foregoing obligations, Customer will pay SCSS for such work in accordance
with SCSS's then current prevailing charges. CUSTOMER SHALL INDEMNIFY AND HOLD SCSS HARMLESS FROM AND AGAINST ANY CLAIM ARISING OUT OF SUCH TAMPERING,
ALTERATION, ADJUSTMENT, ADDITION TO, DISTURBANCE, INJURY, MOVEMENT, REMOVAL OR INTERFERENCE WITH SUCH EQUIPMENT AND FOR THE INTERCONNECTION
BY ANYONE OTHER THAN SCSS OF ANY EQUIPMENT OR DEVICE TO ANY SCSS EQUIPMENT.
B. For those premises where SCSS is to provide monitoring, Customer shall furnish SCSS a list 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 for updating such lists. In cases of supervised service, Customer shall also furnish SCSS with an authorized
daily and holiday opening and closing schedule.
C. Customer shall set the alarm system at such limes as Customer shall close its premises, Customer shall lest the alarm system prior to each closed period and shall immediately report to
SCSS any claimed inadequacy in, orfailure of, the system Customer shall perform a periodic walk test of any motion detection equipment used on the premises
D Customer shall permit SCSS access to the premises for any reason arising out of, or in connection with, SCSS's rights or obligations under this Agreement.
,4�'.91,Vj, _�$r8;p1yG01, 5e yL dullarm. ?- L. ae tnfwmnDon (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322: 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd., Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY_0001911, Regulated by Arkansas Ed of Private Investigators and Private Security Agencies, P1 Slate Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LCO5911; ACO6055, Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept. of Consumer Affairs, Sacramento, CA 95814: CT ELC.0184651-15: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277: 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
INC 23471-SP-FAfLV; 1839-CSA, Alarm Systems Licensing Bd., 3101 Industrial Drive, Sle 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic, 4 348X00022000: NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept or Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996: SC FAC3307: BAC5501: TN 1180: 1440; 1650; 1446; 2026, CE-D 65520: TX ACR26391 ECR1821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879.
Q-156876
Page 8 of 12
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAN LEY,
Security
STANLEY Convergent Security Solutions, Inc.
E Should any part of the system be damaged by fire, water, lightning, acts of God, third -parties or any cause beyond the control of SCSS, any repairs or replacement shall be paid for by
Customer (ordinary wear and tear excepted in the case of an SCSS owned system).
F. Any claim by Customer of improper installation or failure to comply with Customer's specifications shall be made in writing to SCSS within ninety (90) days of installation completion Such
obligation shall not waive Customer's warranty rights under Article 4, F , Limited Equipment 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 installation of the system on the premises. Customer shall
indemnify and hold SCSS harmless from any losses or damages, including attorney fees, resulting from breach of such representation and warranty, or from SCSS's inability to recover SCSS
owned system components when Customer moves out of the premises.
H. For those premises where SCSS is to provide central station sprinkler supervisory and water flow alarm or automatic fire alarm service, Customer warrants and agrees that all alarm valves,
gale valves, tanks, pumps, compressors, inspector test connections, or other elements of the sprinkler system as now installed or to be installed, are, or will be, corrected at Customers
expense so as to be acceptable to the insurance and other authorities having jurisdiction when equipped with SCSS's signaling devices, Customer further agrees to furnish any necessary
water through Customers meter and at Customers expense, to place hoods over any open forges or fires, and to pipe all boiler blow -offs and steam exhaust outside the premises to be
protected.
1. It is mutually agreed that the Customer assumes full responsibility for the operation of any and all bypass or switch units provided for disconnecting or reconnecting the alarm sounding and/or
transmitting equipment at Customers premises.
J- Customer represents that, except to the extent it has given SCSS written notice prior to the execution of this Agreement, (i) the work and/or services to be performed hereunder are not subject
to any Federal, Stale or local prevailing wage statute or regulation, and (it) to the best of its knowledge there is no asbestos or presumed asbestos -containing material, formaldehyde or other
potentially toxic or hazardous material contained within, or in, on or under any portion of any area where work will be performed under this Agreement. If such materials (whether or not
disclosed by Customer) are discovered and such materials provide an unsafe or unlawful condition, such discovery shall constitute a cause beyond SCSS's reasonable control and SCSS
shall not start, or continue, to perform its work under the Agreement until Customer has remedied the unsafe or unlawful condition at Customers sole expense CUSTOMER SHALL
INDEMNIFY AND HOLD SCSS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, COSTS AND EXPENSES OF ANY KIND (INCLUDING ATTORNEYS' FEES) FOR FINES,
PENALTIES, BACK WAGES, BODILY INJURY, PROPERTY DAMAGE, DELAY OR WORK STOPPAGE THAT ARISES UNDER OR RESULTS FROM A BREACH OF THE FOREGOING
REPRSENTATIONS (REGARDLESS OF WHETHER OR NOT CUSTOMER DISCLOSED SUCH MATERIALS TO SCSS).
K Customer agrees that SCSS may conduct a credit investigation and review or provide a copy of the Agreement or related information to US Bank Equipment Finance for the purpose of
evaluating credit. In such event, Customer shall provide, in a timely manner, such financial information as SCSS may request. Customer represents and warrants that all such financial
information accurately and completely presents Customer's financial condition as of the date of execution of this Agreement.
L. Customer hereby authorizes SCSS to execute and file financing statements and/or continuation statements under the Uniform Commercial Code on Customer's behalf and to file such
documents in all places where necessary to perfect SCSS's interest in the equipment, Customer agrees to execute any such instruments as SCSS may request from time to time.
7 FurtherObllgations of SC§$- Lim IIatiens.
A Neither party shall be held responsible or liable for delay in installation of the system or interruption of service, due to strikes, lockouts, riots, floods, fires, lightning, acts of God, or any cause
beyond the control of such party, including interruptions in telephone service- SCSS will not be required to perform installation or supply service to Customer while any such cause shall
continue.
B. If Customer has subscribed to monitoring service, the system will be connected to SCSS's Center. Unless specifically requested otherwise by the Customer and approved by SCSS's Center,
when a burglar alarm signal from the alarm system is received, the Center will first try to telephone Customer's premises, and if there is no answer then will try to telephone the first available
person on Customers emergency call list, to verify whether or not an emergency condition requiring police response exists. If there is no answer to both of these calls or the person contacted
indicates that an emergency exists, the Center will attempt to notify the police department. The Center will also attempt to contact someone on the emergency call list to advise them that the
police have been notified. When a fire alarm, hold-up alarm or duress alarm signal is received, the Center will attempt to notify the police or fire department or other emergency personnel
and the first available person on the emergency call list. When a non -emergency signal is received, the Center will attempt to contact the premises or the first available person on the
emergency call list but will not notify emergency authorities The Center reserves the right to use automated nolificalion procedures in lieu of phone call notifications for non -emergency signals
unless expressly prohibited by local authorities. If Customer requires phone notification for non -emergency signals, Customer agrees to subscribe to such service and an additional fee may
apply. Phone notification for non -emergency signals will be made during normal day -time hours unless expressly requested otherwise by Customer,
The Center may choose not to notify emergency personnel if it has reason to believe that an emergency condition does not exist- SCSS and Customer are obligated to comply with all
notification and response requirements imposed by governmental agencies having jurisdiction over the system. SCSS reserves the right to discontinue or change any particular response
service due to such governmental or insurance requirements without notice. Customer consents to the tape and video recording of telephonic and video communications between Customer's
premises and SCSS, and will inform its employees and third parties that such recordings are authorized- If Customer's police or fire department now or in the future requires physical or visual
verification of an emergency condition before responding to a request for assistance, Customer agrees to subscribe to such service if provided by SCSS, or otherwise comply with such
requirements, and an additional fee may apply for such services.
C- If video equipment is installed, it may be integrated into the system and, upon activation, will send a video transmission to the Center. The Center will first attempt to verify the nature of the
emergency by viewing the video- If the Center determines that an emergency condition exists, it will try to first telephone the premises, if available, and report the emergency condition. If
there is no answer or the person answering confirms the emergency condition, then, based upon the nature of the emergency condition, the Center will notify the proper police or fire department
or other emergency personnel, and the next available person on the emergency call list, If the Center determines that an emergency condition does not exist, or the video is inconclusive, the
Center will use the notification procedures set forth in paragraph 7B above,
Customer understands that, if the system installed is monitored, due to the nature of the method used for communicating alarm signals to SCSS's monitoring center, there may be times when
that communication method is not able to transmit signals and SCSS will not receive alarm signals. Digital communicators use standard telephone lines and SCSS does not receive signals
when the telephone system becomes non -operational or the telephone line is placed on vacation status, cut, interfered with or otherwise damaged. There will be limes when any radio
frequency method, such as cellular, public or private radio systems or Internet based service, cannot transmit an alarm signal due to lack of signal strength, network congestion, or availability
of a communications channel. Similarly, any other type of communication method installed under this Agreement also can experience an inability to communicate alarm signals. Customer
understands that SCSS offers several levels of communication methods of alarm signals to the monitoring center and that the Services described on the Schedule have been chosen by
Customer after considering and balancing the levels of protection afforded by various communication methods and the related costs Customer acknowledges and agrees that Customer is
solely responsible for the selection of the type of communication method and whetherthe utilization of more than one communication method is required- Communications networks provided
by independent carriers or providers are wholly beyond SCSS's control and are maintained and serviced, solely by the applicable carder or provider Customer agrees to reimburse SCSS
for any costs incurred to reprogram the communicator because of area code changes or other dialing pattern changes If telephone service is used, the use of DSL or other broadband
telephone service may prevent the system from transmitting alarm signals to the monitoring center and/or interfere with the telephone line -seizure feature of the system, Such services should
be installed on a telephone number that is not used for alarm signal transmission. Customer agrees to notify SCSS if Customer has installed or intends to install DSL or other broadband
x'IsNL�Y��tYUIdCIt1,S.CClillly_518111S-.1O5:.l.C+rio.InrOrrgE1911 (as of 9-10-2020): AK 1003300; 104091: AL 888, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd , Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY,0001911, Regulated by Arkansas Ed of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LCO5911; ACO6055, Alarm company operators are licensed and regulated by the Bureau of Security 8 Investigative Services, Dept of Consumer Affairs, Sacramento, CA 95614: CT ELC,0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001236: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NO 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Bd„ 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074405; 659423; Burglar Alarm Business Lic, # 3413x00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept of State: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65526: TX ACR2639; ECR1821; B02140: LIT
5704068-6501: VA 2705087235A, 14-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23B79.
Q-156876
Page 9 of 12
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAR LEY
Security
STANLEY Convergent Security Solutions, Inc.
service. IMMEDIATELY AFTER THE INSTALLATION OF DSL OR OTHER BROADBAND SERVICE, THE SYSTEM'S SIGNAL TRANSMISSION MUST BE TESTED WITH THE
MONITORING CENTER,
E For those premises with a direct connection to the police, fire department, or other agency, it is mutually understood and agreed that signals transmitted hereunder will be monitored in police
and/or fire departments or other locations, and that the personnel of such police and/or fire departments or other agencies are not SCSS's agents, nor does SCSS assume any responsibility
for the manner in which such signals are monitored or the response, if any, to such signals-
F- SCSS shall not be responsible for the replacement of equipment or parts no longer commercially available to SCSS
G If a service plan or software support option is selected by Customer, SCSS will provide and install 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 installed by SCSS- In the event the Customer elects
to have someone other than SCSS install the software upgrade, the Customer shall assume any and all liability for any damage caused pursuant to the installation. Service and upgrades for
third party software not supplied by SCSS are excluded from this Agreement.
8 Tit Is to Eciutbnlent and Use of SCSS-owned Eoulomont: P(QPdeta 1V Protection.
A. Any SCSS owned equipment installed on the Customers premises shall at all times remain solely the property of SCSS and Customer agrees not to permit the attachment thereto of any
equipment not furnished by SCSS- If Customer purchases equipment, Customer agrees that SCSS retains a security interest in the equipment until the full purchase price is paid It is further
understood and agreed that SCSS may remove or abandon all SCSS owned equipment, including all wiring installed by SCSS, in whole or in part, upon termination of the Agreement by lapse
of time, default of any moneys due hereunder, or otherwise without any obligation to repair or redecorate any portion of the protected premises, provided that such removal or abandonment
shall not be held to constitute a waiver of the right of SCSS to collect any charges which have accrued hereunder Customer shall have no right, title or interest in the equipment outside of
the leasehold interest created by the Schedule.
B. Customer shall keep all SCSS owned equipment at all times free and clearfrom all liens, claims, levies, encumbrances, security interests and processes, of any nature whatsoever Customer
shall give SCSS immediate notice of any such attachment or other judicial process affecting any of the equipment Without SCSS's written permission, Customer shall not attempt to or
actually: (i) pledge, lend, create a security interest in, sublet, exchange, trade, assign, swap, use for an allowance or credit or otherwise, (if) allow another to use; (iii) part with possession;
(iv) dispose of; or (v) remove from the location of installation, any item of equipment. If any item of equipment is exchanged, assigned, traded, swapped, used for an allowance or credit or
otherwise to acquire new or different equipment (the "new equipment") without SCSS's priorwritten consent, then all the new equipment shall become equipment owned by SCSS subject to
this Agreement and the applicable Schedule.
C Any computer application program and/or documentation, collectively referred to as "Software", that is provided by SCSS under this Agreement, is owned by SCSS, its affiliates or one of its
OEMs and is protected by United States and international copyright laws and international treaty provisions Any breach of this Agreement will automatically terminate the Customers right
to use this Software, and the Customer is obligated to immediately return such Software to SCSS Customer may not copy the Software for any reason other than per the dictates of any end
user software license agreement Customer may not reverse -engineer, disassemble, decompile or attempt to discover the source code of any Software. Customer acknowledges that any
breach of this section shall result in irreparable injury to SCSS for which the amount of damages would be unascertainable. Therefore, SCSS may, in addition to pursuing any and all remedies
provided by law, obtain an injunction against Customer from any court having jurisdiction, restraining any violation of this section.
9 Termination.
A. SCSS may terminate this Agreement as follows:
i) Immediately, In the event Customer defaults in the perfomtande at any of the terms and conditions of this Agreement, irioluding the failure to make any payment as agreed
herein, and Fails to cure Or remedy the default within thirty (30) calendar days after receipt of written notice frbrn SCSS spaDdNing such default. Notirycaflon by Facsimile, U.S.
mall or 4 couriar shall be acceplat le Upon such termlrlatlan for default, the balance of all moneys due and for the unexpired term of this Agreement shall become immediately
due and payable, together with interest at the maximum legally allowable rate; or
ii) Immediately, in the event SCSS's monitoring center, the telephone lines, wires, or SCSS's equipment within Customer premises are destroyed or so substantially damaged that
it is commercially impractical to continue service to Customers premises; or
iii) As provided in Article 2 relating to expiration
B. Customer may terminate this Agreement:
i) Immediately, upon written notice for any individual location in the event any Customer location is, by any cause beyond the control of Customer, destroyed or so substantially
damaged that it is commercially impractical for Customer to continue any operations at such location, provided that if the Customer is using SCSS owned or TKO equipment,
the Customer must pay SCSS all payments remaining to be made under this Agreement through its scheduled expiration; or
ii) As provided in Article 2 relating to expiration.
C Upon termination of this Agreement, Customer shall permit SCSS access to Customers premises in order to deactivate the telephone line signaling device and/or to remove the equipment
pursuant to Article 8
10 Aseimnment.
This Agreement is not assignable by the Customer, except upon written consent of SCSS first being obtained. SCSS shall have the right to assign this Agreement, or to subcontract any of the obligations
under the Agreement, without the consent of, but with notification to, the Customer,
11 L7.gup9gilt-end-Wefver of Submuatfon.
Customer shall obtain, and maintain, insurance coverage to cover 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 limits set forth in Paragraph 4B, Customer shall look solely to its insurer for recovery of its loss and hereby waives any and all claims for such loss against SCSS_ Customer
agrees to obtain insurance permitting said waiver without invalidating coverage. Both parties do hereby for themselves and for other parties claiming under them, release and discharge each other from
and against all claims arising from hazards covered by insurance, it being expressly agreed and understood that no insurance company or insurer will have any right of subrogation against either party.
12. Sevarabttlty and Savinos
In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, void, illegal, or unenforceable by any court, arbitrator, or governmental agency, the remaining
provisions of this Agreement shall remain in full force and effect, and the invalid, void, illegal, and/or unenforceable provision(s) shall survive to the extent not so held.
13. Non -solicitation
�TA LEY Cortvawmd Sewnty Sdutlans Inc lacense Inrorma6gq (age 9-10.9t77G): AK 1005300; 104891' RL 868, 1278, .32Z, }4]2, Complaints Inay i7e diroCled to Alahm�na EleckOnic Security D4afd df llcensOre, 796e Vnughn Rd.. hWnlggnpry,
AL Set Is f334) 264-9388; 48682: A2 ROC204076: 11R 032977; C RY.0001911. Rnulaled by Arkannra B1 or Privslw Invcstlgalpra and pm me se+writy AgerRle6, #1 Stale police Plaea Dr. LiNo Rock, AR 77209 (601) 815-0%0: CA 848019 - C10;
LCp5911; ACOCM5, Alarm company operates wre Hoenaed Bad regulated try Ilia auraatl al 51ecuriY•6 lwesElggllye service, Dept. of conwinar Affairs, Sacr=enlo, CA 851114 CT ELG-01$4651-1-5: DE 04-150, PAL•0003: FL LF200D1345; eA.
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; Fi 277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001236: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing ad , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic # 34BX00022000; NM 374554: NV F400; F401: 0071024;
0084943; NY 12000293169, Licensed by NYS Dept of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1160; 1448; 1650; 1446; 2026. CE-D 65528: TX ACR2639; ECR1821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879.
0-156076
Page 10 of 12
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
STANLEY Convergent Security Solutions, Inc.
During the term of this Agreement and for a period of not less than one (1) year following its expiration or termination, both parties agree not to solicit as an employee, consultant, agent, subcontractor
and/or representative (hereinafter "Employee") any person who is an Employee of the other party at the time of such solicitation If this covenant is breached, the non -breaching party will be entitled to
injunctive relief to be issued by any court of equity having jurisdiction to enjoin and restrain the breaching party and the subject Employee, and each and every other person concerned therein from
further violation thereof, and in addition thereto, if a court finds a violation of this clause, the non -breaching party will be entitled to liquidated damages, due to the difficulty of proof of actual damages,
against the breaching party in the amount of the hired Employee's fully loaded salary, including benefits, bonuses, commissions, stock grants, the cost of training and other similar fully loaded elements.
Both parties acknowledge that such amount is reasonable, not a penalty and not disproportionate to the presumed investment in the training of such Employee and the damages suffered by the non -
breaching party. Solicitation through advertisements directed at the general public or through "head hunters" who contact a party's employees without the party's knowledge will not be considered
solicitations for purposes of this paragraph.
14 Trial by Jury
Both parties to this Agreement, knowingly, voluntarily and intentionally waive 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.
15 Choice of Law
This Agreement is entered into in the State of New York and shall be interpreted, enforced and governed under the laws of the State of New York without regard to application of conflicts of laws
principles that would require the application of any other law.
16 Entire Agreement.
It is agreed to and understood by the parties that this Agreement, and the attached Schedule and Exhibits, constitute the entire Agreement between the parties, and supersedes and replaces all other
prior understandings or agreements, whether oral or written, relating to the services covered by this Agreement This Agreement may not be changed, modified or varied except in writing, signed by an
authorized representative of SCSS. It is understood and agreed by and between the parties hereto, that the terms and conditions of this Agreement shall govern notwithstanding any additional or
inconsistent terms or conditions contained in any purchase order or other document submitted by Customer. This Agreement sha11 nbt became binding on SC5S u_r ItL)�pDroved and accaoled by 5S ,C 5^'s
lTWnagemenlas arovi clad below. Customer hereby acknowledges that it has read this entire Agreement and agrees to be bound by all its terms and conditions.
Security Representative Customer (Sign)
Senior Security Sales Consultant
Security Representative Title
LDocuSigned by:
3CEC56478466...
STANLEY Authorized Manager (Sign)
Eric Stapl ernan
STANLEY Authorized Manager (Print)
Customer (Print)
Title
Not Binding on SCSS without either Authorized Management Approval Signature or SCSS Begins the Installation or Services.
PO Required by customer: ❑
STANLEY Convenient SaairlN $dullgiY.,1r1G..1{ortmee Informntlan (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322: 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd-, Montgomery,
AL 36116 (334) 264-9388: 48662: AZ ROC204976:: AR 032977: CMPY-0001911, Regulated by Arkansas ad of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (5011 616-8600: CA 848019 - C10;
LCO5911; AC06055, Alarm company operators are licensed and regulated by the Bureau or Security & Investigative Services, Dept, of Consumer Affairs, Sacramento, CA 95814: CT ELC 0184651-1-5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 0151130; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: Ms 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic # 348X00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept of State: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448: 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECRI821; B02140: UT
5704068-6501: VA 2705067235A, 11-5481, WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879,
Q-156876
Page 11 of 12
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY.
Security
STANLEY Convergent Security Solutions, Inc.
Addresses:
Street Address:
InstallationBilling ••
Services Invoices•
City
State/Providence
Country
Zip/Postal Code
Attention
Billing Contact
Billing Phone
Billing ID
Special Handling
Required
N
N
N
Notes for Special
Handling
PO #
srnNLL%GV lYGF9filiasv Sdulinns 1LL&@jer Ill!01lnygl (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints maybe directed to Alabama Electronic Securily Board of Licensure, 7956 Vaughn Rd. Montgomery,
AL 36116 (334) 264-9386; 48682: AZ ROC204975: AR 032977; CMPY 0001911, Regulated by Arkansas Bd of Private Inv estigalofs and Private Security Agencies, #1 State Police Plaza Or, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LC05911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security 8 Investigative Services, Dept, of Consumer Affairs, Sacramento, CA 95814: CT ELC-0184651-1-5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875: F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Bel , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)7aa-5320; NH 0424-C; NJ 1074485; 659423: Burglar Alarm Business Lic. # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS DepL of State: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446: 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879
0-156076
Page 12 of 12
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAKLEY.
Securrty Equipment & Labor Summary
City of Port Orchard
216 Prospect ST, Port Orchard, WA 98366
Proposal Generated:
Q-156876
10/6/2020
BILL OF :•• BREAKDOWN
EQUIPMENT
Qty
Part Number
Description
Unit Price
Extended
Price
1
GSC-1PMEDECOBASE
Medeco Base intelligent key management Plugin.
$1,157.28
$1,157.28
1
SY-MEDXT-USBPGRM
Medeco USB KEY PROGRAMMING KIT
$267.12
$267.12
1
SY-MEDXT-DONGLE
Medeco USB SYSTEM DONGLE,ENHANCED
$74.60
$74.60
25
SY-MEDXT-G3KEY-WCGR
Medeco XT SLIM KEY G3S & CHARGER KIT
$188.04
$4,701.00
EQUIPMENT AND MATERIAL TOTAL
$6,200.00
LABOR
L�W7
Part Number
Description
Unit Price Extended
Price
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
1
ISSS90DAYWARR
90 DAYS
$0.00
$0.00
16
SSSGSNTECH3
GOVERNMENT INSTALLATION TECHNICIAN III
$90.35
$1,445.60
2
jSSSGSAPR3MGI
GOVERNMENT PROJECT MANAGER I
$76.97
$153.94
1
ISSSSETUP
DESIGN AND COMMISSIONING
$0.00
$0.00
1
ISSSSTR
INSTALLATION TRIP CHARGE
$100.39
$100.39
LABOR AND ADDITIONAL TOTAL
$1,700.00
GRAND TOTAL $7,900.00
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
STANLEY Convergent Security Solutions, Inc.
Schedule of Service and Protection
(Equipment & Services)
STANLEY CONVERGENT SECURITY SOLUTIONS, INC. ("SCSS") AND CITY OF PORT ORCHARD ("CUSTOMER") AGREE ON THIS 6TH DAY OF OCTOBER, 2020, THAT SCSS SHALL PROVIDE THE
SERVICES DESCRIBED BELOW AT 216 PROSPECT ST, PORT ORCHARD, WA 98366, ALL WORK, EQUIPMENT, AND SERVICES ARE SUBJECT TO THE DETAILS SET FORTH HEREIN AND TO THE
TERMS AND CONDITIONS OF THE FOLLOWING AGREEMENT(S) BETWEEN THE PARTIES, IN ORDER OF PRECEDENCE: 1) ANY CURRENT MASTER AGREEMENT; AND/OR 2) ANY CURRENT
AGREEMENT DIRECTLY RELATED TO THE SITE, IF SUCH AGREEMENT(S) ARE NOT IN EFFECT, ARE INAPPLICABLE, OR DO NOT CONTAIN MONITORING SERVICES TERMS AND CONDITIONS,
ALL WORK, EQUIPMENT, AND SERVICES WILL BE SUBJECT TO THE TERMS AND CONDITIONS FOUND AT HTTPS.IN41MfU.5TANLEYBECSJRIIY$011UIDNS.CaM7LEGAL THIS SCHEDULE OF
SERVICE AND PROTECTION, AND THE PRICES QUOTED HEREIN, SHALL EXPIRE IF NOT EXECUTED BY CUSTOMER WITHIN SIX (6) MONTHS OF THE QUOTE DATE LISTED BELOW, AFTER WHICH
TIME SCSS MAY REVISE THE PRICING FOR THE EQUIPMENT AND/OR SERVICES SET FORTH HEREIN
Solution: City of Port Orchard MEDECO XT Main/Genetec Pad Locks
Opportunity: 0-1673650
Quote: Q-186346
Quote Date: October 6, 2020
Investment Type: Direct Sale
System Type: Access
Primary System:
Secondary Systems:
Customer . Provide120 vac Power Outlets, Access to Device Locations, Door Hardware, Electric Locking Hardware, Network Connectivity, PC
Client(s) hardware, PC Hardware for Access Control System, PC Server(s) hardware, Secured storage of on -site equipment,
Static IP address for equipment, UPS,
Equipment Notes
"—TERMS AND CONDITIONS OF THE WA STATE CONTRACT 03617 APPLY
Theoryof Operation
City of Port Orchard - Remote Sites Genetec Medeco XT Pad Locks.
Licensing Application and Medeco XT Keys Setup Site Address - 216 Prospect Street, Port Orchard WA 98366
City of Port Orchard Genetec Server POC - Steve Havert IT Admin - Desk (360) 876-7043 & Cell (360) 509-7129 - Email
shavert@cityofportorchard.us
City of Port Orchard Genetec Remote Sites with Keys POC - Tony Lang Operations Manager - Cell (360) 535-2490 - Email
tiang@cityofportorchard.us
.)lVf�fLCY.CvIlv�gpnl S7:y40fy 921.uugnJ, 1po_jlgxgsgJnlnimotton (as or 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints maybe directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd„ Montgomery,
AL 36116 (334) 264-9388; 48602: AZ ROC204975: AR 032977; CMPY.0001911, Regulated by Arkansas Ed of Private Invesligators and Private Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 618-6600: CA 848019 - C10;
LC05911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept. of Consumer Affairs, Sacramento, CA 95814: CT ELC.0184651-15: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277: 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FAILV; 1839-CSA, Alarm Systems Licensing Bd., 3101 Industrial Drive, Ste 104, Raleigh, INC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic-# 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NY Dept of Stale OH 53-09-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879,
0-186346
Page 1 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
STANLEY Convergent Security Solutions, Inc.
Stanley Sales Consultant - Michael Cunningham - Cell (425)-215-3616
Stanley Project Manager - Narvair Parhar - Cell (425) 449-2876
NOTE ** This is a prevailing wage labor installation. Please file appropriate prevailing wage labor information with L&I**
Stanley Security Scope of Work
Stanley Security to provide and install Genetec Access Control with Medeco XT Pad Locks.
Qty (40) SY-MEDXT-PDLS-KR - Medeco XT Intelligent Indoor/Outdoor Padlocks with Cylinders/Cores for Gates.
-Stanley Security to provide and install/Program Genetec Medeco XT Intelligent Pad Locks. Customer can have Stanley program all pad
locks into Genetec system however included in this programming is training the customer how to program pad locks into the system. This
Integration will provide the ability for controlled access, accountability, physical security, and system management for this remote site using
Medeco XT Pad Locks.
SPECIAL NOTE to OPERATIONS TEAM. First order all Genetec parts from Genetec with Stanley PO. Then a System Site ID for Medeco
XT will be generated to Stanley Operations to order the Medeco XT cores for the Medeco XT System and Pad locks.
Medeco XT Direct Resource for Setup and Assistance - Customer Service: 877-633-3261 and/or Technical Product Support: 800-839-
3157
Genetec Direct Support for Setup and Assistance - Genetec RSM Josh Brooks: 206-295-4700 and/or Technical Product Support: 866-
338-2988
Stanley/Customer Programming and Testing
Pad Locks can be tested onsite at City Hall prior to customers distribution to remote sites with gates requiring pad locks Testing includes
the confirmation of Key used via user assigned to a particular key for the purpose of recorded audit information recorded at both the locks
and keys. The recorded data should show a time and date stamp for every event including authorized and unauthorized attempts at
programmed point of access. Keys are to be programmed to open only specific locks during a designated schedule Schedules may also
contain an expiration point to completely disable the key until it is audited and reprogrammed.
CUSTOMER RESPONSIBILITY: Not in Stanley Security Scope of Work
-Programming or design features not discussed or agreed upon outside of this specific scope of work. Any adjustments or changes will be
considered as a separate agreement and billed accordingly via change order.
-All work will be performed between 7:00 am to 5:00 pm unless otherwise agreed upon by customer and Stanley. Any work after hours will
be considered as a separate agreement and billed accordingly.
-Provide access to server and/or workstations required to operate Genetec software for Access Control Management with LAN/WAN
connections as required to integrate with Medeco XT.
-This quote does not include any requirements for ADA Door Integrations or Fire alarm integrations by AHJ If required Stanley will invoice
any required changes separately via change order agreed upon by customer
****TERMS AND CONDITIONS OF THE WA STATE CONTRACT 03017 APPLY
STANLEY G9py_@1g�,0I �ey.U[ILy_SOiulions Inc Lrcense i0Fwraa0.0i1 (as of 9-10-2020): AK 1003300; 104891: AL 888, 1276, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd., Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY,0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 State Police Plaza Of, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LCO5911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, DepL of Consumer Affairs, Sacramento, CA 95014: CT ELC-0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
4397of: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Bd.,3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lie # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept of State: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9446A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 144a; 1650; 1446; 2026, CE-D 65528: TX ACR2639: ECR1821; B02140: LIT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879
Q-166346
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DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAR LEY.
Security
(Advanced Service Options)
STANLEY Convergent Security Solutions, Inc.
In addition to the equipment and services provided for above, the following advanced service recommendations are offered and available
as an additional measure of security. By selecting an option(s) below and executing this page, you are agreeing to the provision of such
services pursuant to the same terms and conditions set forth above and at the prices listed herein.
"Please check with your consultant for additional service options.
53A�C onvaroent Sno. y Soluiu.- .c. L lygnec Inlnrmallon (as of 9-10-2020): AK 1003300; 104891: AL 886, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board or Licensure, 7956 Vaughn Rd , Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY_0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 618-6600: CA 848019 - C10:
LCO5911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security 8 Investigative Services, Dept. of Consumer Affairs, Sacramento, CA 95814: CT ELC 0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830: 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162: F875; F1277: 61931: MA 12737A: MO 107-1828: 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423: Burglar Alarm Business Liq # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650: 1446: 2026, CE-D 65528: TX ACR2639; ECR7821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: VJI 969322: WY LV-G-23879.
Q-186346
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DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY.
Security
STANLEY Convergent Security Solutions, Inc.
.and Depo
The term of this Schedule is for a period of 60 Months from the date hereof and shall thereafter Total Installation Price*: $19,700.00 USD
renew as set Forth in the Agreement to which this Schedule of Service and Protection ("SOSP") is
a Schedule ("the Agreement"). Up -front Deposit*: $0.00
Transaction Information: New
Warranty Duration: 90 DAYS
Escalation Information: 3% after 36 Months
Customer agrees that SCSS retains a security interest in the equipment until the full purchase
price is paid.
The quantities and prices reflected in this SOSP are based upon the estimated number of
components specified in blueprints, site surveys, and/or other information provided by Customer
and the options selected by Customer. The equipment and scope above are expected to cover the
cost of installation as quoted herein. Subject to the terms of the Agreement, SCSS reserves the
right to submit Change Orders and to recover any additional costs not previously quoted. Such
costs include but are not limited to, for example, additional costs that arise as a result of 1) any
change to the scope of work or equipment stated in this SOSP; 2) extensions of time outside of
SCSS's direct control; 3) changes in architecture, including IT infrastructure, that were not
anticipated in this SOSP; 4) the undisclosed presence of asbestos and/or other environmental,
health, and/or safety hazards; and/or 5) any faulty non-SCSS equipment that impacts the
performance of the solution proposed by SCSS.
Unless expressly agreed otherwise in the Agreement, SCSS shall have the right to submit invoices
for progress payments based on percentage work completed -
*Prices do not include taxes*
Michael Cunningham
Security Representative
Senior Security Sales Consultant
Security Representative Title
STANLEY Authorized Manager (Sign)
STANLEY Authorized Manager (Print)
Payment Plan*:
Balance Due Upon
Completion*: $19,700.00
Monthly Service Chames
Total Monthly Fee*: $0.00 USD
Payment Frequency: Quarterly
Customer (Sign)
Customer (Print)
- 0
Tttfe
Not Binding on SCSS without either Authorized Management Approval Signature or SCSS Begins the Installation or Services.
PO Required by customer: ❑
5TANLEY C.gnvofAiuijt-'6,cku y S>iiail"noni Inc luoens Inlimmatrnn (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278. 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Ucensure, 7956 Vaughn Rd-, Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY-0001911, Regulated by Arkansas Bd of Private Investigators and private Security Agencies, #1 Slate Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LCO5911: AC06055, Alarm company operators are licensed and regulated by the Bureau of Security 8lnvestigalive Services, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC-0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277: 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Be., 3101 Industrial Drive, Ste 104, Raleigh, INC 27609 (919)786-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lie, A 34BX00022000; NM 374554: NV F400; F401; 0071024:
0084943; NY 12000293169, Licensed by NYS Dept or Slate: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996: SC FAC3387: BAC5501: TN 1180: 1448; 1650; 1446; 2026. CE-D 65528: TX ACR2639; ECR1821; 802140: LIT
570406M501: VA 2705087235A, 11-5461: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879.
Q-186346
Page 4 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAK LEY
Security
STANLEY Convergent Security Solutions, Inc.
During the term of this Agreement and for a period of not less than one (1) year following its expiration or termination, both parties agree not to solicit as an employee, consultant, agent, subcontractor
and/or representative (hereinafter "Employee") any person who is an Employee of the other party at the time of such solicitation If this covenant is breached, the non -breaching party will be entitled to
injunctive relief to be issued by any court of equity having jurisdiction to enjoin and restrain the breaching party and the subject Employee, and each and every other person concerned therein from
further violation thereof, and in addition thereto, if a court finds a violation of this clause, the non -breaching party will be entitled to liquidated damages, due to the difficulty of proof of actual damages,
against the breaching party in the amount of the hired Employee's fully loaded salary, including benefits, bonuses, commissions, stock grants, the cost of training and other similar fully loaded elements.
Both parties acknowledge that such amount is reasonable, not a penalty and not disproportionate to the presumed investment in the training of such Employee and the damages suffered by the non -
breaching party. Solicitation through advertisements directed at the general public or through "head hunters" who contact a party's employees without the party's knowledge will not be considered
solicitations for purposes of this paragraph.
14. Trial by Jury
Both parties to this Agreement, knowingly, voluntarily and intentionally waive 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.
15. Choice of Law
This Agreement is entered into in the State of New York and shall be interpreted, enforced and governed under the laws of the State of New York without regard to application of conflicts of laws
principles that would require the application of any other law,
16. Enure Agreement.
It is agreed to and understood by the parties that this Agreement, and the attached Schedule and Exhibits, constitute the entire Agreement between the parties, and supersedes and replaces all other
prior understandings or agreements, whether oral or written, relating to the services covered by this Agreement This Agreement may not be changed, modified or varied except in writing, signed by an
authorized representative of SCSS It is understood and agreed by and between the parties hereto, that the terms and conditions of this Agreement shall govern notwithstanding any additional or
inconsistent terms or conditions contained in any purchase order or other document submitted by Customer. This Agreement shall not become binding on SCSS until e _ roved and accepted bV 5CSS's
nlenademeslt as provided below. Customer hereby acknowledges that it has read this entire Agreement and agrees to be bound by all its terms and conditions
Security Representative Customer (Sign)
Senior Security Sales Consultant
Security Representative Title
DocuSigned by:
- P,EE56498466...
STANLEY Authorized Manager (Sign)
Eric Stapleman
STANLEY Authorized Manager (Print)
Customer (Print)
Title
Not Binding on SCSS without either Authorized Management Approval Signature or SCSS Begins the Installation or Services.
PO Required by customer: ❑
STANLEY 6mv4rra4nl Security Sol dimre. Inc Llcense IflfwmAm (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd, Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY,0001911, Regulated by Arkansas Ed o Private Investigators and Private Security Agencies, #1 Slate Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10:
LCO5911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security 8 Invesagalive Services, Dept. of Consumer Atfairs, Sacramento, CA 95814: CT ELC,01a4651-L5: DE 04-150; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F675; F11277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207660: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Ed, 3101 Industrial Drive, Ste 104, Raleigh, NC 27699 (919)788-5320; NH 0424-C; NJ 1074485: 659423: Burglar Alarm Business Lic- # 348X00022000; NM 374554: NV F400: F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept, of State: OH 53-89-1512: OK 953: OR 161567: PA 032732: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECRI821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: VVY LV-G-23879,
Q-186346
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DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAN LEY.
Security
STANLEY Convergent Security Solutions, Inc.
service. IMMEDIATELY AFTER THE INSTALLATION OF DSL OR OTHER BROADBAND SERVICE, THE SYSTEM'S SIGNAL TRANSMISSION MUST BE TESTED WITH THE
MONITORING CENTER
E For those premises with a direct connection to the police, fire department, or other agency, it is mutually understood and agreed that signals transmitted hereunder will be monitored in police
and/or fire departments or other locations, and that the personnel of such police and/or fire departments or other agencies are not SCSS's agents, nor does SCSS assume any responsibility
for the manner in which such signals are monitored or the response, if any, to such signals-
F. SCSS shall not be responsible for the replacement of equipment or parts no longer commercially available to SCSS.
G, If a service plan or software support option is selected by Customer, SCSS will provide and install 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 installed by SCSS In the event the Customer elects
to have someone other than SCSS install the software upgrade, the Customer shall assume any and all liability for any damage caused pursuant to the installation Service and upgrades for
third party software not supplied by SCSS are excluded from this Agreement-
8 Title to EQ ul men I. and Use of SCSS-owned Eg uihi me nt• Prop rvqtil ry Pr.Qtuctia
A Any SCSS owned equipment installed on the Customers premises shall at all times remain solely the property of SCSS and Customer agrees not to permit the attachment thereto of any
equipment not furnished by SCSS If Customer purchases equipment, Customer agrees that SCSS retains a security interest in the equipment until the full purchase price is paid. It is further
understood and agreed that SCSS may remove or abandon all SCSS owned equipment, including all wiring installed by SCSS, in whole or in part, upon lerminalion of the Agreement by lapse
of time, default of any moneys due hereunder, or otherwise without any obligation to repair or redecorate any portion of the protected premises, provided that such removal or abandonment
shall not be held to constitute a waiver of the right of SCSS to collect any charges which have accrued hereunder, Customer shall have no right, title or interest in the equipment outside of
the leasehold interest created by the Schedule
B Customer shall keep all SCSS owned equipment at all times free and clear from all liens, claims, levies, encumbrances, security interests and processes, of any nature whatsoever Customer
shall give SCSS immediate notice of any such attachment or other judicial process affecting any of the equipment. Without SCSS's written permission, Customer shall not attempt to or
actually: (i) pledge, lend, create a security interest in, sublet, exchange, trade, assign, swap, use for an allowance or credit or otherwise; (ii) allow another to use; (iii) part with possession;
(iv) dispose of; or (v) remove from the location of installation, any item of equipment. If any item of equipment is exchanged, assigned, traded, swapped, used for an allowance or credit or
otherwise to acquire new or different equipment (the "new equipment') without SCSS's priorwritten consent, then all the new equipment shall become equipment owned by SCSS subject to
this Agreement and the applicable Schedule
C. Any computer application program and/or documentation, collectively referred to as "Software", that is provided by SCSS under this Agreement, is owned by SCSS, its affiliates or one of its
OEMs and is protected by United Slates and international copyright laws and international treaty provisions. Any 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 to SCSS. Customer may not copy the Software for any reason other than per the dictates of any end
user software license agreement. Customer may not reverse -engineer, disassemble, decompile or attempt to discover the source code of any Software. Customer acknowledges that any
breach of this section shall result in irreparable injury to SCSS forwhich the amount of damages would be unascertainable- Therefore, SCSS may, in addition to pursuing any and all remedies
provided by law, obtain an injunction against Customer from any court having jurisdiction, restraining any violation of this section.
9 Termination.
A SCSS may terminate this Agreement as follows:
i) Immediately, in the event Customer defaults in the performance of any of the terms and conditions of this Agreement, including the failure to make any payment as agreed
herein, and fails to cure or remedy the default within thirty (30) calendar days after receipt of written notice from SCSS specifying such default Notification by facsimile, U.S.
mail or by courier shall be acceptable Upon such termination for default, the balance of all moneys due and for the unexpired term of this Agreement shall become immediately
due and payable, together with interest at the maximum legally allowable rate; or
ii) Immediately, in the event SCSS's monitoring center, the telephone lines, wires, or SCSS's equipment within Customer premises are destroyed or so substantially damaged that
it is commercially impractical to continue service to Customer's premises; or
iii) As provided in Article 2 relating to expiration.
B. Customer may terminate this Agreement:
i) Immediately, upon written notice for any individual location in the event any Customer location is, by any cause beyond the control of Customer, destroyed or so substantially
damaged that it is commercially impractical for Customer to continue any operations at such location, provided that if the Customer is using SCSS owned or TKO equipment,
the Customer must pay SCSS all payments remaining to be made under this Agreement through its scheduled expiration; or
ii) As provided in Article 2 relating to expiration,
C, Upon termination of this Agreement, Customer shall permit SCSS access to Customers premises in order to deactivate the telephone line signaling device and/or to remove the equipment
pursuant to Article S.
10 Assignment.
This Agreement is not assignable by the Customer, except upon written consent of SCSS first being obtained. SCSS shall have the right to assign this Agreement, or to subcontract any of the obligations
under the Agreement, without the consent of, but with notification to, the Customer.
11 Irlrica and WfIvier of Subronatlon.
Customer shall obtain, and maintain, insurance coverage to cover 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 limits set forth in Paragraph 4B, Customer shall look solely to its insurer for recovery of its loss and hereby waives any and all claims for such loss against SCSS. Customer
agrees to obtain insurance permitting said waiver without invalidating coverage. Both parties do hereby for themselves and for other parties claiming under them, release and discharge each other from
and against all claims arising from hazards covered by insurance, it being expressly agreed and understood that no insurance company or insurer will have any right of subrogation against either party.
12 Severabllliv and Savinga
In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, void, illegal, or unenforceable by any court, arbitrator, or governmental agency, the remaining
provisions of this Agreement shall remain in full force and effect, and the invalid, void, illegal, and/or unenforceable provision(s) shall survive to the extent not so held
13 Non-sollcitatlon
114NLEY Comoment $tCLSY 4BI4rlp-.Ig£..I, SJ19A.1gE9rrn3LoIl tas o1 9-10-26201; Alf 1063900; 104891. AL 898, 1276, 1722; 1472, Cumplmmin mny he dlmeted to Alabama Electronic Security Board of Lleenoure, 7956 Vaugryn Rd., Monlgernory,
At. 39116 W41 2GF9380; 45682: AY ROC204875; Alt 032.M; CMPY.0001911, ReOululod 6y Arkanbaa 9d of Pdvale ]rryesiigatgrs and Prlvs e.Se dly Ager des, #1 State Police Plaza Dr, Lille Rock, AR 122B9 (501) 618-600; CA B48019 • cla:
LCO5911; ACCM5, Alarm company upmalere are licensed and egulaled by lha.0wen u of Security & Imciligehve Smices, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC.0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F675; F1277; 61931: MA 12737A: MD 107-1628; 259: MI 5103423; 36012076BO: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FAILV: 1839-CSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Sle 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0064943; NY 12000293169, Licensed by NYS Dept of Slate: OH 53-69-1512: OK 953: OR 161567: PA 032736: RI 944BA; TSC 4996; SC FAC3307; 13AC5501: TN 1180; 1440; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: LIT
5704068-6501; VA 27050B7235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879
0-186346
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DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
STANLEY Convergent Security Solutions, Inc.
E. Should any part of the system be damaged by fire, water, lightning, acts of God, third -parties or any cause beyond the control of SCSS, any repairs or replacement shall be paid for by
Customer (ordinary wear and tear excepted in the case of an SCSS owned system)-
F. Any claim by Customer of improper installation or failure to comply with Customer's specifications shall be made in writing to SCSS within ninety (90) days of installation completion Such
obligation shall not waive Customers warranty rights under Article 4.F-, Limited Equipment 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 installation of the system on the premises- Customer shall
indemnify and hold SCSS harmless from any losses or damages, including attorney fees, resulting from breach of such representation and warranty, or from SCSS's inability to recover SCSS
owned system components when Customer moves out of the premises
H For those premises where SCSS is to provide central station sprinkler supervisory and water flow alarm or automatic fire alarm service, Customer warrants and agrees that all alarm valves,
gate valves, tanks, pumps, compressors, inspector test connections, or other elements of the sprinkler system as now installed or to be installed, are, or will be, corrected at Customers
expense so as to be acceptable to the insurance and other authorities having jurisdiction when equipped with SCSS's signaling devices. Customer further agrees to furnish any necessary
water through Customers meter and al Customers expense, to place hoods over any open forges or fires, and to pipe all boiler blow -offs and steam exhaust outside the premises to be
protected,
I; It is mutually agreed that the Customer assumes full responsibility for the operation of any and all bypass or switch units provided for disconnecting or reconnecting the alarm sounding and/or
transmitting equipment at Customers premises
J. Customer represents that, except to the extent it has given SCSS written notice prior to the execution of this Agreement, (i) the work and/or services to be performed hereunder are not subject
to any Federal, State or local prevailing wage statute or regulation, and (ii) to the best of its knowledge there is no asbestos or presumed asbestos -containing material, formaldehyde or other
potentially toxic or hazardous material contained within, or in, on or under any portion of any area where work will be performed under this Agreement If such materials (whether or not
disclosed by Customer) are discovered and such materials provide an unsafe or unlawful condition, such discovery shall constitute a cause beyond SCSS's reasonable control and SCSS
shall not start, or continue, to perform its work under the Agreement until Customer has remedied the unsafe or unlawful condition at Customers sole expense. CUSTOMER SHALL
INDEMNIFY AND HOLD SCSS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, COSTS AND EXPENSES OF ANY KIND (INCLUDING ATTORNEYS' FEES) FOR FINES,
PENALTIES, BACK WAGES, BODILY INJURY, PROPERTY DAMAGE, DELAY OR WORK STOPPAGE THAT ARISES UNDER OR RESULTS FROM A BREACH OF THE FOREGOING
REPRSENTATIONS (REGARDLESS OF WHETHER OR NOT CUSTOMER DISCLOSED SUCH MATERIALS TO SCSS)
K. Customer agrees that SCSS may conduct a credit investigation and review or provide a copy of the Agreement or related information to US Bank Equipment Finance for the purpose of
evaluating credit In such event, Customer shall provide, in a timely manner, such financial information as SCSS may request Customer represents and warrants that all such financial
information accurately and completely presents Customer's financial condition as of the date of execution of this Agreement,
L. Customer hereby authorizes SCSS to execute and file financing statements and/or continuation statements under the Uniform Commercial Code on Customer's behalf and to file such
documents in all places where necessary to perfect SCSS's interest in the equipment Customer agrees to execute any such instruments as SCSS may request from lime to time
7 Further Oblioallonsof SCSS: Limltatlons-
A, Neither party shall be held responsible or liable for delay in installation of the system or interruption of service, due to strikes, lockouts, dots, floods, fires, lightning, acts of God, or any cause
beyond the control of such party, including interruptions in telephone service. SCSS will not be required to perform installation or supply service to Customer while any such cause shall
continue.
B If Customer has subscribed to monitoring service, the system will be connected to SCSS's Center. Unless specifically requested otherwise by the Customer and approved by SCSS's Center,
when a burglar alarm signal from the alarm system is received, the Center will first try to telephone Customer's premises, and if there is no answer then will try to telephone the first available
person on Customers emergency call list, to verify whether or not an emergency condifion requiring police response exists. If there is no answer to both of these calls or the person contacted
indicates that an emergency exists, the Center will attempt to notify the police department, The Center will also attempt to contact someone on the emergency call list to advise them that the
police have been notified, When a fire alarm, hold-up alarm or duress alarm signal is received, the Center will attempt to notify the police or fire department or other emergency personnel
and the first available person on the emergency call list. When a non -emergency signal is received, the Center will attempt to contact the premises or the first available person on the
emergency call list but will not notify emergency authorities The Center reserves the right to use automated notification procedures in lieu of phone call notifications for non -emergency signals
unless expressly prohibited by local authorities- If Customer requires phone notification for non -emergency signals, Customer agrees to subscribe to such service and an additional fee may
apply. Phone notification for non -emergency signals will be made during normal day -lime hours unless expressly requested otherwise by Customer.
The Center may choose not to notify emergency personnel if it has reason to believe that an emergency condition does not exist SCSS and Customer are obligated to comply with all
notification and response requirements imposed by governmental agencies having jurisdiction over the system. SCSS reserves the right to discontinue or change any particular response
service due to such governmental or insurance requirements without notice. Customer consents to the tape and video recording of telephonic and video communications between Customer's
premises and SCSS, and will inform its employees and third parties that such recordings are authorized If Customer's police or fire department now or in the future requires physical or visual
verification of an emergency condition before responding to a request for assistance, Customer agrees to subscribe to such service if provided by SCSS, or otherwise comply with such
requirements, and an additional fee may apply for such services-
C, If video equipment is installed, it may be integrated into the system and, upon activation, will send a video transmission to the Center. The Center will first attempt to verify the nature of the
emergency by viewing the video. If the Center determines that an emergency condition exists, it will try to first telephone the premises, if available, and report the emergency condition If
there is no answer or the person answering confirms the emergency condition, then, based upon the nature of the emergency condition, the Center will notify the proper police or fire department
or other emergency personnel, and the next available person on the emergency call list If the Center determines that an emergency condition does not exist, or the video is inconclusive, the
Center will use the notification procedures set forth in paragraph 7B above.
Customer understands that, if the system installed is monitored, due to the nature of the method used for communicating alarm signals to SCSS's monitoring center, there maybe limes when
that communication method is not able to transmit signals and SCSS will not receive alarm signals- Digital communicators use standard telephone lines and SCSS does not receive signals
when the telephone system becomes non -operational or the telephone line is placed on vacation status, cut, interfered with or otherwise damaged- There will be times when any radio
frequency method, such as cellular, public or private radio systems or Internet based service, cannot transmit an alarm signal due to lack of signal strength, network congestion, or availability
of a communications channel. Simi lady, any other type of communication method installed under this Agreement also can experience an inability to communicate alarm signals Customer
understands that SCSS offers several levels of communication methods of alarm signals to the monitoring center and that the Services described on the Schedule have been chosen by
Customer after considering and balancing the levels of protection afforded by various communication methods and the related costs. Customer acknowledges and agrees that Customer is
solely responsible for the selection of the type of communication method and whether the utilization of more than one communication method is required. Communications networks provided
by independent carders or providers are wholly beyond SCSS's control and are maintained and serviced, solely by the applicable carder or provider Customer agrees to reimburse SCSS
for any costs incurred to reprogram the communicator because of area code changes or other dialing pattern changes, If telephone service is used, the use of DSL or other broadband
telephone service may prevent the system from transmitting alarm signals to the monitoring center and/or interfere with the telephone line -seizure feature of the system Such services should
be installed on a telephone number that is not used for alarm signal transmission Customer agrees to notify SCSS if Customer has installed or intends to install DSL or other broadband
STANLEY Converoenl Security Solutions. Inc Llcen•co Information (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints maybe directed to Alabama Electronic Security Board of Li censure, 7956 Vaughn Rd., Montgomery,
AL 36116 (334) 264-9388; 46662: AZ ROC204975: AR 032977: CMPY 0001911, Regulated by Arkansas Bd of Private Investigators and Pnvate Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 646019 - C10;
LC05911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept, of Consumer Affairs, Sacramento, CA 95614: CT ELC.0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001236: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NO 23471-SP-FAILV; 1839-CSA, Alarm Systems Licensing ad., 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074405; 659423; Burglar Alarm Business Lic # 34BX00022000; NM 374554: NV F400: F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept. of State: OH 53-89-1512: OK 953: OR 161567: PA 032736, RI 9440A; TSC 4996; SC FAC3387: BAC5501: TN 1180: 1448; 1650; 1446; 2026, CE-D 65528: Tx ACR2639: ECRI821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879-
Q-186346
Page 8 or 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY.
Security
STANLEY Convergent Security Solutions, Inc.
D. With respect to 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 SCSS'S
RIGHTS AS DESCRIBED IN THIS SECTION OR OTHER SECTIONS OF THIS AGREEMENT OR APPLICABLE SCHEDULE,
E. Paragraphs A through D of this Article 4 shall apply to any other company or entity which, in addition to SCSS, furnishes, as a subcontractor, or otherwise, any installation, monitoring or other
services provided hereunder.
F Lknded Euuigrnenf WarrarflV. Where Customer purchases a security system under this Agreement, SCSS warrants that the equipment will be free from defects in material and workmanship
for a period of 90 DAYS from the dale the security system is placed into operation If, during this warranty period, any of the equipment or parts are defective or malfunction, they will be
repaired or replaced, at SCSS's sole option, free of charge. Warranty repair is done Bam — 4 pm Monday through Friday, excluding holidays- This warranty will not apply if the damage or
malfunction occurs because the system has been adjusted, added to, altered, abused, misused or tampered with by the Customer, operated or used contrary to the operating instructions,
software is used with an operating system other than that spedfied by SCSS or its original equipment manufacturer ("OEM"), performance issues relating to the use of Customer's data
network(s), power fluctuations, or any other cause not within the cause or control of SCSS- If inspection by SCSS fails to disclose any defect covered by this limited equipment warranty, the
equipment will be repaired or replaced at Customers expense and SCSS's regular service charges will apply.
DISCLAIMER OF ALL OTHER WARRANTIES: WITH THE EXCEPTION OF THE FOREGOING LIMITED EQUIPMENT WARRANTY, 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 WILL SCSS, ITS EMPLOYEES,
AGENTS OR REPRESENTATIVES BE RESPONSIBLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER. SCSS MAKES NO
WARRANTIES CONCERNING ANY EQUIPMENT OR DEVICES ATTACHED TO CUSTOMER'S SYSTEM UNLESS SUCH EQUIPMENT OR DEVICES WERE ORIGINALLY PURCHASED
AND INSTALLED UNDER THIS AGREEMENT,
STATE LAW, SOME STATES DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR A LIMITATION ON THE DURATION OF
IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY THE WARRANTY PROVIDES SPECIFIC LEGAL RIGHTS AND CUSTOMER MAY ALSO
HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE.
Mist; el lancous Charnes and Increase In Charges -
A. Customer shall pay any City, State or Federal taxes, fees or charges which are imposed upon the equipment, the installation thereof or performance of the services provided for herein,
including any increase in charges to SCSS forfacililies required for transmission of signals under this Agreement
B. Al SCSS's option, a fee may be charged for any unnecessary service run or false alarm. If Customer or SCSS is assessed any fine or penally by any municipality, fire, or police department
as a result of any false alarm, Customer shall pay the full amount of such fine or penalty. If, following an investigation at Customer's request, it is mutually agreed that a false alarm was
caused by SCSS, the amount of the fine or penally paid by Customer shall be crediled to Customer's account.
C The payments set forth in the Schedule referenced in paragraphs 3 A and 3. B. include telephone company line charges if required SCSS may immediately increase its monthly charges to
reflect such increased line charges for the Customer facility covered by this Agreement. Customer shall also pay any telephone company toll line charges incurred by the operation of the
system.
D Installation charges set forth in the Schedule assume installation will be performed during SCSS's normal working hours and using its own personnel. If Customer requests the installation or
any part thereof to be performed outside ordinary business hours, or if the installation must be performed by outside contractors, or if SCSS's wage rates do not apply as a result of prevailing
wage conditions, or otherwise, then the installation charge will be adjusted accordingly,
E. If any Governmental agency requires any changes in the system originally installed, Customer agrees to pay for such changes. It is Customer's responsibility to obtain alarm use permits,
required by the local jurisdiction
F. The prices quoted for the alarm system are based upon the number of components, type of security and service specified in the Schedule Should Customer request or require additional
protection, security devices or services, this may affect the final contract price Cost associated with conditions not apparent at SCSS's initial survey and for delays other than caused by
SCSS will be borne by Customer at SCSS's then current rates.
G. Failure to pay amounts when due shall give SCSS the right to charge interest at the rate of 1%% per month, or other maximum permitted by law, on any delinquent balance A balance
becomes delinquent thirty (30) days after payment is due under Article 3,
6 FurtherON[nation 5 of Customer.
A Customer shall not tamper with, alter, adjust, add to, disturb, injure, move, remove or otherwise interfere with equipment installed by SCSS, nor shall Customer permit the same to be done
by others. It is further agreed that if any work is required to be performed by SCSS due to Customers breach of the forego! ng obligations, Customer will pay SCSS for such work in accordance
with SCSS's then current prevailing charges. CUSTOMER SHALL INDEMNIFY AND HOLD SCSS HARMLESS FROM AND AGAINST ANY CLAIM ARISING OUT OF SUCH TAMPERING,
ALTERATION, ADJUSTMENT, ADDITION TO, DISTURBANCE, INJURY, MOVEMENT, REMOVAL OR INTERFERENCE WITH SUCH EQUIPMENT AND FOR THE INTERCONNECTION
BY ANYONE OTHER THAN SCSS OF ANY EQUIPMENT OR DEVICE TO ANY SCSS EQUIPMENT.
8- For those premises where SCSS is to provide monitoring. Customer shall furnish SCSS a list 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 for updating such lists. In cases of supervised service, Customer shall also furnish SCSS with an authorized
daily and holiday opening and dosing schedule
C, Customer shall set the alarm system at such times as Customer shall dose its premises Customer shall lest the alarm system prior to each closed period and shall immediately report to
SCSS any claimed inadequacy in, or failure of, the system Customer shall perform a periodic walk lest of any motion detection equipment used on the premises
D Customer shall permit SCSS access to the premises for any reason arising out of, or in connection with, SCSS's rights or obligations under this Agreement.
*TA 4LPY C0Mr 1:g d Saeln tV BdI0Qm5-Inn- 1,iwme In(brmneca (as of 9-10-2020): AK 1003300: 104891: AL 888, 1278, 1322; 1472, Ccmplalfde mey be dfeafed to Alabama Electronic Security Board of Ucenwfre, 7956 Vftgfln Rd„ 04rAgmtWy,
AL 36116 pa,l) 2649388: 40682! AZ ROC204916: AR 032977; CMPY.0001911, Regnlaled by Arkansas Bd of Pnvele tnvesfigators and Private Seoudty Agehdes, #1 State Police Plaza Dr, Little Rock, AR.72!?N (501) 61na1B00: CA 84019. 01 O;
LCO5911; ACO6056, Alarm cenipany operators era licensed and regulated by the bureau of Security & Investigative Services, DepL of Consumer Affairs, Sacramento, CA 95814: CT ELC 0184651-L5: DE 04-156; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830: 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277: 61931: MA 12737A: MD 107-1828: 259: MI 5103423; 360 1207680 : MN TS001238: MS 19207-SC; 15024172: MT FPL-EEL-000132:
NC 23471-SP-FAILV; 1 639-CSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic- # 34 BX00022000 ; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NY Dept of Stale: OH 53-B9-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: LIT
570406E-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23079,
Q-166346
Page 7 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY.
Security
Master Service Agreement
STANLEY Convergent Security Solutions, Inc.
No. Q-186346
This Master Agreement is made and entered into this 6th day of October 2020 between STANLEY Convergent Security Solutions, Inc with its principal place of business located in 8350 Sunlight Drive,
Fishers, IN 46037 (hereinafter referred to as "SCSS") and City of Port Orchard, with its principal place of business located at 216 Prospect ST, Port Orchard, WA 98366 (hereinafter referred to as
"Customer'). This Master Agreement sets forth the general terms and conditions for which SCSS shall provide services to Customer.
1- SCOPE OF AGREEMENT.
The instant terms and conditions shall apply to the following services: sales and/or installation, including SCSS owned systems, Service Plans, Storage and Surveillance Solution and monitoring, as
described in a Schedule of Service and Protection ("Schedule") and/or Proposal requested by Customer and agreed to by SCSS. SCSS will provide the services al the location(s) specified on the
attached Schedule. If Customer purchases equipment, at the expiration of the limited warranty, repair service will be on a time and material basis during the hours of 6am-4pm Monday through Friday,
excluding holidays, unless Customer subscribes to a service plan descdbed on the Schedule- Repair services for a SCSS owned system are described on the Schedule.
2. Term. Renewal, and Expiration.
This Agreement shall remain in force for an Initial Term of 60 Months from the date this Agreement is executed (the "Initial Term"). If Customer has existing locations currently using SCSS systems
and/or services, the terms and conditions of this Agreement shall cancel and supersede existing agreements at those locations. After the Initial Term expires, this Agreement will automatically be
renewed as consecutive terms of one year, except where prohibited by applicable law in which case the Agreement will renew from month to month, unless terminated by either party by the delivery of
written notice to the other at least 60 days prior to the anniversary date of the Initial Term During the Initial Term, the terms and conditions of this Agreement shall control each location specified in a
Schedule (a "new location") for a period of 60 Months from the date the system first becomes operational at any such new location and will automatically renew as set forth above, unless terminated by
either party by the delivery of written notice to the other at least 60 days prior to the anniversary date that installation on the location commences Provided, however, that if the Agreement has terminated
or expired prior to the end of the term of such new location, the terms and conditions of the Agreement (other than the renewal provisions thereof) shall nevertheless be applicable to (he rights and
obligations of SCSS and the Customer, as to the providing of services to any such new locations.
3. Payment.
Customer agrees to pay SCSS:
A. For the sale and/or installation of the systems as provided in the Schedule attached hereto- For any equipment identified as "TKO" on the Schedule, Customer acknowledges that the purchase
price for the equipment is incorporated into the Total Monthly Fee set forth on the Schedule and will be paid over the Initial Term of the Agreement Customer therefore agrees that SCSS
retains title to the equipment until the full purchase price is paid, which shall be at the expiration of the Initial Term of this Agreement SCSS agrees that upon expiration of the Initial Term,
the parties may renegotiate the Total Monthly Fee to reflect payment of the purchase price for the equipment
B. For the monitoring, and/or service of the system(s) as provided in the Schedule, commencing from the dale of installation completion, which shall be the day said item of equipment is installed
at Customer's location and/or is communicating with SCSS's monitoring facility (the "Center') as determined by SCSS ("Installation Date,") Customer also agrees to pay interim charges in
the amount of approximately 1/3014 of the monthly charges for each day from and including the date the system becomes operative until the first (1 ") of the following month Payments for
services are due Quarterly in advance, commencing from the first day of the month following the dale the system becomes operative.
C Customer agrees that at any time following expiration of the first 36 Months of any Schedule, SCSS may increase the basic monthly charges for the location(s) specified on the Schedule,
once a year, for the balance of the term and any renewal thereof. Customer agrees to pay the full amount of such increase, which increase shall not exceed 3 % percent over the previous
twelve (12) months' basic ongoing charges,
4 Llguldated Da map es and SCSS's Ltmitsof Llahility.
A The parties agree that SCSS is providing a system and/or service designed to reduce the risk of loss only; that the payments provided for herein are based solely on the value of the system
and/or services as described herein and are unrelated to the value of any property located on Customers premises; that SCSS is not liable for losses which may occur in cases of malfunction
or nonfunction of any system provided by SCSS or that SCSS is not liable for losses which may occur in the monitoring, repairing, signal handling or dispatching aspects of the service, even
if due to SCSS's negligence or failure of performance; that SCSS is not liable for losses resulting from failure to warn or inadequate training; that SCSS is not an insurer, and (hat insurance
covering personal injury, property loss, and damage to and on Customers premises must be obtained and/or maintained by Customer. Customer understands that it is Customer's duty to
purchase such insurance; that SCSS offers several levels of protection and services and that the system and/or service described in the Schedule has been chosen by Customer after
considering and balancing the levels of protection afforded by various systems and the related costs The Agreement shall confer no rights on the part of any person or entity that is not a
party hereto, whether as a third -party beneficiary or otherwise, with the exception of named indemnitees in Article 4 herein.
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 AND/OR SERVICES PROVIDED, DUE TO THE UNCERTAIN NATURE OF POTENTIAL DAMAGES AND/OR VALUE OF CUSTOMER'S PROPERTY OR THE PROPERTY OF
OTHERS KEPT ON THE PROTECTED PREMISES WHICH MAY BE LOST, STOLEN, DESTROYED, DAMAGED OR OTHERWISE AFFECTED BY OCCURRENCES WHICH THE SYSTEM
OR SERVICE IS DESIGNED TO DETECT OR AVERT, INCLUDING LOSS, DAMAGE, OR INABILITY TO OR IMPAIRMENT OF ACCESS TO CUSTOMER DATA, INABILITY OF SCSS TO
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 INJURIES TO THIRD PARTIES, THEREFORE, IF LIABILITY IS IMPOSED ON SCSS, ITS EMPLOYEES, AGENTS OR
REPRESENTATIVES, FOR PROPERTY DAMAGE OR PERSONAL INJURY, SUCH LIABILITY SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE ANNUAL SERVICE CHARGE FOR
THE PARTICULAR LOCATION INVOLVED OR $10,000 WHICHEVER IS LESS. (IF THERE IS NO ANNUAL SERVICE CHARGE FOR THE PARTICULAR LOCATION INVOLVED, SCSS's
LIABILITY SHALL BE LIMITED TO $500.00). THIS SUM SHALL BE PAID AND RECEIVED EITHER (i) AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, OR (ii) AS A LIMITATION
OF LIABILITY APPROVED AND AGREED UPON BY THE PARTIES, THE PAYMENT OF THIS AMOUNT SHALL BE SCSS's SOLE AND EXCLUSIVE LIABILITY REGARDLESS OF
WHETHER LOSS OR DAMAGE IS CAUSED BY THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS UNDER THIS CONTRACT OR BY NEGLIGENCE, ACTIVE OR
OTHERWISE, OF SCSS, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES. IF CUSTOMER WISHES SCSS TO INCREASE THE AMOUNT OF THE LIQUIDATED DAMAGES OR
LIMITATION OF LIABILITY AS PROVIDED ABOVE, CUSTOMER MAY OBTAIN FROM SCSS AN ADDITIONAL AMOUNT OF LIQUIDATED DAMAGES OR LIMITATION OF LIABILITY BY
PAYING AN ADDITIONAL MONTHLY SERVICE CHARGE TO SCSS, SUBJECT TO WRITTEN APPROVAL BY AN AUTHORIZED SCSS REPRESENTATIVE SETTING FORTH SAID
TERMS, THIS CLAUSE WILL IN NO WAY BE INTERPRETED TO ESTABLISH SCSS AS AN INSURER.
NO SUIT OR ACTION SHALL BE BROUGHT AGAINST SCSS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION ARISES.
C. Since the parties agree that Customer retains the sole responsibility for the life and safely of all persons in its premises, and for protecting against losses to his/her own property or the property
of others in its premises, CUSTOMER AGREES TO INDEMNIFY AND SAVE HARMLESS SCSS, ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES, AND US BANK EQUIPMENT
FINANCE IF US BANK EQUIPMENT FINANCE HAS PROVIDED ANY FUNDS IN RELATION TO THIS AGREEMENT, FROM AND AGAINST ALL CLAIMS, LAWSUITS AND LOSSES BY
PERSONS NOT A PARTY TO THIS AGREEMENT, ALLEGED TO BE CAUSED BY THE IMPROPER OPERATION OF THE SYSTEM, WHETHER DUE TO MALFUNCTIONING OR
NONFUNCTIONING OF THE SYSTEM OR THE NEGLIGENT PERFORMANCE OR NONPERFORMANCE BY SCSS OF ANY SERVICE PROVIDED BY SCSS, INCLUDING BUT NOT
LIMITED TO, THE INSTALLATION, REPAIR, MONITORING, SIGNAL HANDLING, OR DISPATCHING ASPECTS OF THE SERVICE
,$,X�yY GALIXS(y9QL§p&urrty SduYana, Inc_p➢lamahon (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd , Montgomery,
AL 36116 (334) 264-9386; 48682: AZ ROC204975: AR 032977; CMPY 0001911, Regulated by Arkansas Ed of Private Investigators and Private Security Agencies, #1 Stale Police Plaza Dr, Lille Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LCO5911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept. of Consumer Affairs, Sacramento, CA 95814: CT ELC 0184651-1-5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277: 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Bd., 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic. # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept of Slate: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECRIS21; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879.
Q-106346
Page 6 of 11
DocuSign Envelope ID: DE3690O9-84FE-46A5-BD5C-9F9A4O33CC4B
STAR LEY
Security
STANLEY Convergent Security Solutions, Inc.
Addresses:Billing
Street Address:
Installation Invoices
• Services Invoices
Time & Material Invoices
City
State/Province
Country
Zip/Postal Code
Attention
Billing Contact
Billing Phone
Billing ID
Special Handling
Required
N
N
N
Notes for Special
Handling
Po #
6TANLEY Gonvctaonl Bermrtty 9du8ons. [nE. Lkense fdfermidlon (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd„ Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY,0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LCO5911; ACO6055, Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept. of Consumer Affairs, Sacramento, CA 95814: CT ELC,0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830: 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1828: 259: MI 5103423: 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074465; 659423; Burglar Alarm Business Lic. # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept of State: OH 53-09-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65526: TX ACR2639; ECR1821; 802140: UT
570406a-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879,
0-186346
Page 5 of 11
DocuSign Envelope ID: DE369OO9-84FE-46A5-BD5C-9F9A4O33CC4B
STAR LEY.
Security
STANLEY Convergent Security Solutions, Inc.
Addresses:
Street Address:
InstallationBilling •
• Services InvoicesInvoices
City
State/Providence
Country
Zip/Postal Code
Attention
Billing Contact
Billing Phone
Billing ID
Special Handling
Required
N
N
N
Notes for Special
Handling
Po #
,STRNI.EY Cnny�r+.n�5geyaity SdytiQps,4ryc L{ca11SC nfOn3f6l1R8 (as of 9-10-2020): AK 1003300; 104891: AL 888, 1276, 1322; 1472, Complaints maybe directed to Alabama Electronic Security Board of Llcensure, 7956 Vaughn Rd, Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY.0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, UtBe Rock, AR 72209 (501) 618-8600: CA 648019 - C10;
LCO5911; ACO6055, Alarm company operators are licensed and regulated by the Bureau of Securlty 8 Invesligative Services, Dept, of Consumer Affairs, Sacramento, CA 95814: CT ELC.0164651-1-5: DE 04-156; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 336 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic, # 3413X00022000; NM 374554: NV F400: F401; 0071024:
0084943; NY 12000293169, Licensed by NYS Dept. of Slate: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045290: WI 969322: WY LV-G-23879
0-186346
Page 11 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAKILEY.
Security Equipment & Labor Summary
City of Port Orchard
216 Prospect ST, Port Orchard, WA 98366
Proposal Generated:
Q-186346
10/6/2020
BILL OF • LABOR BREAKDOWN
EQUIPMENT
Qty
Part Number
Description
Unit Price
Extended
Price
40
SY-MEDXT-PDLS-KR
Medeco Indoor/Outdoor Padlock With Cylinder
$450.00
$18,000.00
EQUIPMENT AND MATERIAL TOTAL
$18,000.00
LABOR
Qty
Part Number
Description
Unit Price
Extended
Price
1
SSS90DAYWARR
90 DAYS
$0.00
$0.00
16
SSSGSNTECH3
GOVERNMENT INSTALLATION TECHNICIAN III
$96.03
$1,536.48
2
SSSGSAPRJMGI
GOVERNMENT PROJECT MANAGER I
$81.80
$163.60
1
SSSSETUP
DESIGN AND COMMISSIONING
$0.00
$0.00
LABOR AND ADDITIONAL TOTAL
$1,700.00
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
J
a
0
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
STANLEY Convergent Security Solutions, Inc.
Schedule of Service and Protection
(Equipment & Services)
STANLEY CONVERGENT SECURITY SOLUTIONS, INC. ("SCSS") AND CITY OF PORT ORCHARD ("CUSTOMER") AGREE ON THIS 6TH DAY OF OCTOBER, 2020, THAT SCSS SHALL PROVIDE THE
SERVICES DESCRIBED BELOW AT 216 PROSPECT ST, PORT ORCHARD, WA 98366, ALL WORK, EQUIPMENT, AND SERVICES ARE SUBJECT TO THE DETAILS SET FORTH HEREIN AND TO THE
TERMS AND CONDITIONS OF THE FOLLOWING AGREEMENT(S) BETWEEN THE PARTIES, IN ORDER OF PRECEDENCE: 1) ANY CURRENT MASTER AGREEMENT; AND/OR 2) ANY CURRENT
AGREEMENT DIRECTLY RELATED TO THE SITE. IF SUCH AGREEMENT(S) ARE NOT IN EFFECT, ARE INAPPLICABLE, OR DO NOT CONTAIN MONITORING SERVICES TERMS AND CONDITIONS,
ALL WORK, EQUIPMENT, AND SERVICES WILL BE SUBJECT TO THE TERMS AND CONDITIONS FOUND AT HTTPS:IMA..STANLEYSECURITYSOLUTIONS, COMILEGAL THIS SCHEDULE OF
SERVICE AND PROTECTION, AND THE PRICES QUOTED HEREIN, SHALL EXPIRE IF NOT EXECUTED BY CUSTOMER WITHIN SIX (6) MONTHS OF THE QUOTE DATE LISTED BELOW, AFTER WHICH
TIME SCSS MAY REVISE THE PRICING FOR THE EQUIPMENT AND/OR SERVICES SET FORTH HEREIN -
Solution: SF3_City of Port Orchard -Marina Lift Station -Access
Opportunity: 0-1669878
Quote: Q-154710
Quote Date: October 6, 2020
Investment Type: Direct Sale
System Type: Access
Primary System:
Secondary Systems:
Customer to Provide
120 vac Power Outlets, Access to Device Locations, Door Hardware, Electric Locking Hardware, PC Client(s) hardware, PC
Hardware for Access Control System, PC Server(s) hardware, Secured storage of on -site equipment,
Equipment
***** TERMS AND CONDITIONS OF THE WA STATE CONTRACT 03017 APPLY
City of Port Orchard - Marina Lift Station Site - Genetec Medeco XT Intelligent Perimeter Door Cylinders/Cores.
Site Address - 700 Sidney Parkway, Port Orchard WA 98366
City of Port Orchard Genetec Server POC - Steve Havert IT Admin - Desk (360) 876-7043 & Cell (360) 509-7129 - Email
shavert@cityofportorchard.us
City of Port Orchard Genetec Remote Sites with Keys POC - Tony Lang Operations Manager - Cell (360) 535-2490 - Email
tlang@cityofportorchard.us
Stanley Sales Consultant - Michael Cunningham - Phone 426-215-3616
5-IltIyLLY. Gxrygpclti Sn.[uII1Y-�3L�I sLle118_tl,�-L�.�1nI�,L-y1� (as of 9-10-2020): AK 1003300: 104891: AL 868, 1278, 1322; 1472, Complaints maybe directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd., Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY 0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LC05911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security 8 Investigative Services, Dept, of Consumer Affairs, Sacramento, CA 95814: CT ELC.0184651-L5: DE 04-156: FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830: 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207660: MN TS001238; MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FArLV; 1839-CSA, Alarm Systems Licensing Bd., 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic- # 348X00022000; NM 374554: NV F400; F401; 0071024:
0084943; NY 12000293169, Licensed by NYS Dept of Slate: OH 53-89-1512: OK 953, OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1446; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879,
0-154710
Page 1 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY.
Security
Stanley Project Manager - TBD when project is booked.
STANLEY Convergent Security Solutions, Inc.
NOTE ** This is a prevailing wage labor installation. Please file appropriate prevailing wage labor information with L&I**
Stanley Security Scope of Work
-Stanley Security to provide and install Genetec Medeco XT Intelligent Perimeter Door Cylinders/Cores. This Integration will provide the
ability for controlled access, accountability, physical security, and system management for this remote site using Medeco XT
Cylinders/Cores
-Stanley Certified Locksmith Contractor to Provide and Install Cylinders/Cores for Two (2) Building Perimeter Doors.
Qty (2) 20200S1 G KIK Cylinders for the knob/handle door locks on two doors.
Qty (1) 20112131 G DB Cylinders for additional Dead Bolt door lock on one of the two perimeter doors.
Stanley/Customer Testing
Test Medeco XT GS3 Slim Keys installed and programmed at Genetec Access Control Management City Hall location Testing includes
the confirmation of Key used via user assigned to a particular key for the purpose of recorded audit information recorded at both the locks
and keys. The recorded data should show a time and date stamp for every event including authorized and unauthorized attempts at
programmed point of access. Keys are to be programmed to open only specific locks during a designated schedule. Schedules may also
contain an expiration point to completely disable the key until it is audited and reprogrammed.
CUSTOMER RESPONSIBILITY: Not in Stanley Security Scope of Work
-Programming or design features not discussed or agreed upon outside of this specific scope of work. Any adjustments or changes will be
considered as a separate agreement and billed accordingly.
-All work will be performed between 7:00 am to 5:00 pm unless otherwise agreed upon by customer and Stanley. Any work after hours wil
be considered as a separate agreement and billed accordingly.
-Provide access to server and/or workstations required to operate Genetec software for Access Control Management with LAN/WAN
connections as required to integrate with Medeco XT.
-This quote does not include any requirements for ADA Door Integrations or Fire alarm integrations by AHJ. If required Stanley will invoice
any required changes separately via change order agreed upon by customer.
TERMS AND CONDITIONS OF THE WA STATE CONTRACT 03017 APPLY
�TBNLCY�ouyefIlCJli.sacna[v Sofu"'s Inc License Informati (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322: 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd-, Montgomery,
AL 36116 (334) 264-9388; 4B6B2: AZ ROC204975: AR 032977: CMPY 0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LC05911; AC06055, AJerm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC-0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 330 (Louisville): LA F1162; F675; F1277; 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN T5001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FAILV: 1839-CSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074405; 659423; Burglar Alarm Business Lic. # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept of State: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650: 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: UT
5704068-6501: VA 2705087235A, 11-54al: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879
Q-154710
Page 2 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
5TAN LEY.
Security
(Advanced Service Options)
STANLEY Convergent Security Solutions, Inc.
In addition to the equipment and services provided for above, the following advanced service recommendations are offered and available
as an additional measure of security. By selecting an option(s) below and executing this page, you are agreeing to the provision of such
services pursuant to the same terms and conditions set forth above and at the prices listed herein.
"Please check with your consultant for additional service options.
STANLEY Cgmrcraen! Socur{M Snlubens. Inc. Lioense h1u m.um (as of 9-10-2020): AK 1003300; 104891: AL 868, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd„ Montgomery,
AL 36116 (334) 284-9388; 48682: AZ ROC204975: AR 032977: CMPY.0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 616-6600: CA 848019 - C10;
LC05911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security 8 Investigative Services, Dept- of Consumer Affairs, Sacramento, CA 95814: CT ELC 0184651-15: DE 04-156; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 6193l: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FAILV; 1839-GSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423: Burglar Alarm Business Lie, # 34BX00022000; NM 374554: NV F400; F401; 0071024:
0084943; NY 12000293169, Licensed by NYS Depl of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1446: 1650; 1446; 2026. CE-D 65528: TX ACR2639; ECRI821; B02140: UT
5704068-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879.
0-154710
Page 3 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
STANLEY Convergent Security Solutions, Inc.
Investment Type: Direct Sale
Pricing and Deposit
The term of this Schedule is for a period of 60 Months from the date hereof and shall thereafter Total Installation Price*: $3,150.00 USD
renew as set forth in the Agreement to which this Schedule of Service and Protection ("SOSP") is
a Schedule ("the Agreement"). Up -front Deposit": $0.00
Transaction Information: New Payment Plan":
Warranty Duration: 90 DAYS Balance Due Upon
Escalation Information: 3% after 36 Months Completion": $3,150.00
Customer agrees that SCSS retains a security interest in the equipment until the full purchase
price is paid.
The quantities and prices reflected in this SOSP are based upon the estimated number of
components specified in blueprints, site surveys, and/or other information provided by Customer
and the options selected by Customer- The equipment and scope above are expected to cover the
cost of installation as quoted herein- Subject to the terms of the Agreement, SCSS reserves the
right to submit Change Orders and to recover any additional costs not previously quoted. Such
costs include but are not limited to, for example, additional costs that arise as a result of 1) any
change to the scope of work or equipment stated in this SOSP; 2) extensions of time outside of
SCSS's direct control; 3) changes in architecture, including IT infrastructure, that were not
anticipated in this SOSP; 4) the undisclosed presence of asbestos and/or other environmental,
health, and/or safety hazards; and/or 5) any faulty non-SCSS equipment that impacts the
performance of the solution proposed by SCSS,
Unlessexpressly agreed otherwise in the Agreement. SCSS shall have the right to submit invoices
for progress payments based on percentage work completed.
'Prices do not include taxes'
Michael Cunningham
Security Representative
Senior Security Sales Consultant
Security Representative Title
DocuSigned by:
STANLEY iit:{i(Sign)
Eric Stapleman
STANLEY Authorized Manager (Print)
Monthly Service Charnes
Total Monthly Fee": $0.00 USD
Payment Frequency: Quarterly
Customer (Sign)
s
Custpmer {Prlrt)
Title
Not Binding on SCSS without either Authorized Management Approval Signature or SCSS Begins the Installation or Services.
PO Required by customer: ❑
37ANIEY Coltvelgeul Security Sglottc;, [ lGgrwo InfGtnfatfe (as of 9-10-2020): AK 1003300; 104891: AL BBB, 1278, 1322; 1472, Complaints maybe directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd, Montgomery,
AL 36116 (334) 264-9388; 48662: AZ ROC204975: AR 032977; CMPY.0001911, Regulated by Arkansas Bd of Private Investigators and Pdvale Security Agencies, 01 Stale Police Plaza or, urge Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LC05911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC.0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: to 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1826; 259: MI 5103423: 3601207680: MN T5001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FPJLV; 1839-CSA, Alarm Systems Licensing Bd-, 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074405; 659423: Burglar Alarm Business Lic # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943: NY 12000293169, Licensed by NYS Dept of State: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9440A; TSC 4996; SC FAC3387; BAC5501: TN 1100; 1448; 1650; 1446: 2026, CE-D 65528: Tx ACR2639; ECR1821; B02140: UT
5704068-6501: VA 2705007235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23079
Q-154710
Page 4 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAR LEY,
Security
STANLEY Convergent Security Solutions, Inc.
Addresses:Billing
Street Address:
Installation Invoices
216 Prospect ST
Recurring Services Invoices
216 Prospect ST
Time & Material Invoices
216 Prospect ST
City
Port Orchard
Port Orchard
Port Orchard
State/Province
WA
WA
WA
Country
United States
United States
United States
Zip/Postal Code
98366
98366
98366
Attention
Billing Contact
Billing Phone
3608767043
3608767043
3608767043
Billing ID
Special Handling
Required
N
N
N
Notes for Special
Handling
Po #
STANLEY C."'S"n! Seaudly MUIiM Inc- License l0f~ar (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd-, Montgomery,
AL 36116 (334) 264-9388: 48682: AZ ROC204975: AR 032977; CMPY,0001911, Regulated by Arkansas Bd or Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LCO5911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC.0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830: 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277: 61931: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Bd., 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic # 34BX00022000: NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept. of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; 602140: UT
5704066-6501: VA 2705087235A, 11-5461: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23679
Q-154710
Page 5 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY
Security
Master Service Agreement
STANLEY Convergent Security Solutions, Inc.
No. Q-154710
This Master Agreement is made and entered into this 61h day of October 2020 between STANLEY Convergent Security Solutions, Inc. with its principal place of business located in 8350 Sunlight Drive,
Fishers, IN 46037 (hereinafter referred to as "SCSS") and City of Port Orchard, with its principal place of business located at 216 Prospect ST, Port Orchard, WA 98366 (hereinafter referred to as
"Customer'). This Master Agreement sets forth the general terms and conditions for which SCSS shall provide services to Customer.
1, SCOPE OF AGREEMENT.
The instant terms and conditions shall apply to the following services: sales and/or installation, including SCSS owned systems, Service Plans, Storage and Surveillance Solution and monitoring, as
described in a Schedule of Service and Protection ("Schedule") and/or Proposal requested by Customer and agreed to by SCSS SCSS will provide the services at the location(s) specified on the
attached Schedule, If Customer purchases equipment, at the expiration of the limited warranty, repair service will be on a time and material basis during the hours of Sam-4pm Monday through Friday,
excluding holidays, unless Customer subscribes to a service plan described on the Schedule. Repair services for a SCSS owned system are described on the Schedule.
2 ;term. Renewal, and EEx lrahon.
This Agreement shall remain in force for an Initial Term of 60 Months from the date this Agreement is executed (the "Initial Term"). If Customer has existing locations currently using SCSS systems
and/or semces, btu terms and conditions of thiB Agreement shall cancer and Supersede existing agreements at those locations After the Initlal Term expires, this Agreernent will automatically be
renewed as consecutive terms of one year, except where prohibited by applicable law In which case the Agreement will renew from rrlanth to month, unless terminated by either party by the delivery of
written notice to the other at least 60 days prior la the anniversary dare of the Initial Term Dining the Initial Term, the terms and Cdndi11rim of IN Agreement shall core rat each location specified In a
Schedule (a 'now Iocabon") for a period of 60 Months front the date the system first becomes operafionat at any such new location and W Il automatically renew as set forth above, unless tarmllnated by
either party by the dell very of written rwbce to the other a[ least 1350 lays prior to the anniversary dale that irlstatlelton on the location commences- Provided, however, [hat If the Agreement has terminated
or eaplred prior to Ule end of the term of such new localtori, the terms and condiHans of the Agreement (other than the renewal prDvislons, thereof) shall nevenhetess be eppilcable to the nghts and
obligations of SCSS and the Customer- as to the providing of services to any such new locations-
3- Payment
Customer agrees to pay SCSS:
A. For the sale and/or installation of the systems as provided in the Schedule attached hereto For any equipment identified as "TKO" on the Schedule, Customer acknowledges that the purchase
price for the equipment is incorporated into the Total Monthly Fee set forth on the Schedule and will be paid over the Initial Term of the Agreement. Customer therefore agrees that SCSS
retains title to the equipment until the full purchase price is paid, which shall be at the expiration of the Initial Term of this Agreement SCSS agrees that upon expiration of the Initial Term,
the parties may renegotiate the Total Monthly Fee to reflect payment of the purchase price for the equipment
B For the monitoring, and/or service of the system(s) as provided in the Schedule, commencing from the dale of installation completion, which shall be the day said item of equipment is installed
at Customer's location and/or is communicating with SCSS's monitoring facility (the "Center') as determined by SCSS ("Installation Date.") Customer also agrees to pay interim charges In
the amount of approximately 1/3& of the monthly charges for each day from and including the date the system becomes operative until the first (1 ") of the following month. Payments for
services are due Quarterly in advance, commencing from the first day of the month following the date the system becomes operative-
C- Customer agrees that at any time following expiration of the first 36 Months of any Schedule, SCSS may increase the basic monthly charges for the location(s) specified on the Schedule,
once a year, for the balance of the term and any renewal thereof. Customer agrees to pay the full amount of such increase, which increase shall not exceed 3 % percent over the previous
twelve (12) months' basic ongoing charges.
4 Lie utdated Oalrleaes and SCSS's Limits of Llabltlty.
A The parlios agree that SCSS Is providing a system andlof service designed to reduce the risk of loss oriy; that the payments. provided for herein are based solely on fhe value of the system
and/or services as described herein and are unrelated to the value of any property located on Customei's premises; that SCSS is not Ila bte for losses wNch may occur in cases of malfllnctlon
or ndnfunetion of any system provided by SCSS or that SCSS is not Ilable for losses which may occur in the monl[oring, repairing, slgnal handling or dispatching aspects of the sarvlce, even
If due to SCSS's negligence or failure of performance; that SCSS is nos Ilable for losses resulting from failure to wam or Inadequate training; that SCSS is not an insurer, and that Insurance
covering personal injury, property loss, and damage to and ion Cuslonlera premises Mal be obtained and/or mad Mal ned by.Customdr. Cualnmer understands 4al it is Customers duly to
purchase suds Insurance; that SCSS offers several levels of pMactiorl and services and that the system aridlor service described in the Schedule has been chosen by Customer after
considering and balancing the levels of protWion afforded by vadaus systems and the related costs. The Agreement shall confer no rights on the part of any parson cu entity that Is not a
party hereto, whefheraa a thlyd-party benalicary or otherwlse, with the exception of narriBd Indemniteas in Article 4 herein
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 AND/OR SERVICES PROVIDED, DUE TO THE UNCERTAIN NATURE OF POTENTIAL DAMAGES AND/OR VALUE OF CUSTOMER'S PROPERTY OR THE PROPERTY OF
OTHERS KEPT ON THE PROTECTED PREMISES WHICH MAY BE LOST, STOLEN, DESTROYED, DAMAGED OR OTHERWISE AFFECTED BY OCCURRENCES WHICH THE SYSTEM
OR SERVICE IS DESIGNED TO DETECT OR AVERT, INCLUDING LOSS, DAMAGE, OR INABILITY TO OR IMPAIRMENT OF ACCESS TO CUSTOMER DATA, INABILITY OF SCSS TO
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 INJURIES TO THIRD PARTIES, THEREFORE, IF LIABILITY IS IMPOSED ON SCSS, ITS EMPLOYEES, AGENTS OR
REPRESENTATIVES, FOR PROPERTY DAMAGE OR PERSONAL INJURY, SUCH LIABILITY SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE ANNUAL SERVICE CHARGE FOR
THE PARTICULAR LOCATION INVOLVED OR $10,000 WH{CHEVER IS LESS, (IF THERE IS NO ANNUAL SERVICE CHARGE FOR THE PARTICULAR LOCATION INVOLVED. SCSS's
LIABILITY SHALL BE LIMITLO-TO $500.00). THIS'SUM SHALL BE PAID AND RECEIVED EITHER (I) AS UQUIDATED DAMAGES AND NOT AS A PENALTY, OR (it) AS A LIMITATION
OF LIABILITY APPROVED AND AGREED UPON BY THE PARTIES. THE PAYMENT OF THIS AMOUNT SHALL BE SCSSs-SOLE AND EXCLUSIVE LIABILITY REGARDLESS OF
WHETHER LOSS OR DAMAGE 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. IF CUSTOMER WISHES SCSS TO INCREASE THE AMOUNT OF THE LIQUIDATED DAMAGES OR
LIMITATION OF LIABILITY AS PROVIDED ABOVE, CUSTOMER MAY OBTAIN FROM SCSS AN ADDITIONAL AMOUNT OF LIQUIDATED DAMAGES OR LIMITATION OF LIABILITY BY
PAYING AN ADDITIONAL MONTHLY SERVICE CHARGE TO SCSS, 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,
NO SUIT OR ACTION SHALL BE BROUGHT AGAINST SCSS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION ARISES,
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 his/her own property or the property
of others in its premises, CUSTOMER AGREES TO INDEMNIFY AND SAVE HARMLESS SCSS, ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES, AND US BANK EQUIPMENT
FINANCE IF US BANK EQUIPMENT FINANCE HAS PROVIDED ANY FUNDS IN RELATION TO THIS AGREEMENT, FROM AND AGAINST ALL CLAIMS, LAWSUITS AND LOSSES BY
PERSONS NOT A PARTY TO THIS AGREEMENT, ALLEGED TO BE CAUSED BY THE IMPROPER OPERATION OF THE SYSTEM, WHETHER DUE TO MALFUNCTIONING OR
NONFUNCTIONING OF THE SYSTEM OR THE NEGLIGENT PERFORMANCE OR NONPERFORMANCE BY SCSS OF ANY SERVICE PROVIDED BY SCSS, INCLUDING BUT NOT
LIMITED TO, THE INSTALLATION, REPAIR, MONITORING, SIGNAL HANDLING, OR DISPATCHING ASPECTS OF THE SERVICE
STANLEY Conversant ServrdvagptLOsna, fne._Uno Inlnrme8on (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Ucensure, 7956 Vaughn Rd, Montgomery,
AL 36116 (334) 264-9386; 48682: AZ ROC204975: AR 032977; CMPY.0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, At State Police Plaza Dr, Little Rock, AR 72209 (5011 618-8600: CA 848019 - C70;
LC05911; ACO6055, Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC-0164651-15: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875: F1277: 61931: MA 12737A: MD 107-1028; 259: MI 5103423; 3601207600: MN TS001238: Ms 19207-SC; 15024172: MT FPL-BEL-000132,
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing Ed , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)786-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic. it 34BX00022000: NM 374554: NV F400; F401; 0071024;
0004943; NY 12000293169, Licensed by NYS Dept of State: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 944BA; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; 802140: UT
570406E-6501: VA 2705087235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23679
Q-154710
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DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAR LEY
Security
STANLEY Convergent Security Solutions, Inc.
D With respect to 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 SCSS'S
RIGHTS AS DESCRIBED IN THIS SECTION OR OTHER SECTIONS OF THIS AGREEMENT OR APPLICABLE SCHEDULE.
E Paragraphs A through D of this Article 4 shall apply to any other company or entity which, in addition to SCSS, furnishes, as a subcontractor, or otherwise, any installation, monitoring or other
services provided hereunder.
F I gn4adagurpmen! WarranCv: Where Customer purchases a security system under this Agreement, SCSS warrants that the equipment will be free from defects in material and workmanship
for a period of 90 DAYS from the date the security system is placed into operation. If, during this warranty period, any of the equipment or parts are defective or malfunction, they will be
repaired or replaced, at SCSS's sole option, free of charge. Warranty repair is done Bam — 4 pm Monday through Friday, excluding holidays. This warranty will not apply if the damage or
malfunction occurs because the system has been adjusted, added to, altered, abused, misused or tampered with by the Customer, operated or used contrary to the operating instructions,
software is used with an operating system other than that specified by SCSS or its original equipment manufacturer ("OEM"), performance issues relating to the use of Customers data
network(s), power fluctuations, or any other cause not within the cause or control of SCSS. If inspection by SCSS fails to disclose any defect covered by this limited equipment warranty, the
equipment will be repaired or replaced at Customer's expense and SCSS's regular service charges will apply.
DISCLAIMER OF ALL OTHER WARRANTIES: WITH THE EXCEPTION OF THE FOREGOING LIMITED EQUIPMENT WARRANTY, 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 WILL SCSS, ITS EMPLOYEES,
AGENTS OR REPRESENTATIVES BE RESPONSIBLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER SCSS MAKES NO
WARRANTIES CONCERNING ANY EQUIPMENT OR DEVICES ATTACHED TO CUSTOMER'S SYSTEM UNLESS SUCH EQUIPMENT OR DEVICES WERE ORIGINALLY PURCHASED
AND INSTALLED UNDER THIS AGREEMENT,
STATE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR A LIMITATION ON THE DURATION OF
IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. THE WARRANTY PROVIDES SPECIFIC LEGAL RIGHTS AND CUSTOMER MAY ALSO
HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE.
5 Miscellaneous Charges and Increase In CharQus.
A. Customer shall pay any City, State or Federal taxes, fees or charges which are imposed upon the equipment, the installation thereof or performance of the services provided for herein,
including any increase in charges to SCSS forfacililies required for transmission of signals under this Agreement
B. At SCSS's option, a fee may be charged for any unnecessary service run or false alarm. If Customer or SCSS is assessed any fine or penalty by any municipality, fire, or police department
as a result of any false alarm, Customer shall pay the full amount of such fine or penally. If, following an investigation at Customer's request, it is mutually agreed that a false alarm was
caused by SCSS, the amount of the fine or penalty paid by Customer shall be credited to Customers account.
C- The payments set forth in the Schedule referenced in paragraphs 3.A. and 3.8. include telephone company line charges if required. SCSS may immediately increase its monthly charges to
reflect such increased line charges for the Customer facility covered by this Agreement Customer shall also pay any telephone company toll line charges incurred by the operation of the
system.
D. Installation charges set forth in the Schedule assume installation will be performed during SCSS's normal working hours and using its own personnel. If Customer requests the installation or
any part thereof to be performed outside ordinary business hours, or if the installation must be performed by outside contractors, or if SCSS's wage rates do not apply as a result of prevailing
wage conditions, or otherwise, then the installation charge will be adjusted accordingly.
E. If any Governmental agency requires any changes in the system originally installed, Customer agrees to pay for such changes. It is Customers responsibility to obtain alarm use permits,
required by the local jurisdiction
F. The prices quoted for the alarm system are based upon the number of components, type of security and service specified in the Schedule- Should Customer request or require additional
protection, security devices or services, this may affect the final contract price. Cost associated with conditions not apparent at SCSS's initial survey and for delays other than caused by
SCSS will be borne by Customer at SCSS's then current rates-
G- Failure to pay amounts when due shall give SCSS the right to charge interest at the rate of 1%% per month, or other maximum permitted by law, on any delinquent balance. A balance
becomes delinquent thirty (30) days after payment is due under Article I
6 Further 0bl1vatlon s of Customer -
A Customer shall not tamper with, alter, adjust, add to, disturb, injure, move, remove or otherwise interfere with equipment installed by SCSS, nor shall Customer permit the same to be done
by others, It is further agreed that if any work is required to be performed by SCSS due to Customers breach of the foregoing obligations, Customer will pay SCSS for such work in accordance
with SCSS's then current prevailing charges. CUSTOMER SHALL INDEMNIFY AND HOLD SCSS HARMLESS FROM AND AGAINST ANY CLAIM ARISING OUT OF SUCH TAMPERING,
ALTERATION, ADJUSTMENT, ADDITION TO, DISTURBANCE, INJURY, MOVEMENT, REMOVAL OR INTERFERENCE WITH SUCH EQUIPMENT AND FOR THE INTERCONNECTION
BY ANYONE OTHER THAN SCSS OF ANY EQUIPMENT OR DEVICE TO ANY SCSS EQUIPMENT.
B. For those premises where SCSS is to provide monitoring, Customer shall furnish SCSS a list 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 for updating such lists- In cases of supervised service, Customer shall also furnish SCSS with an authorized
daily and holiday opening and closing schedule,
C- Customer shall set the alarm system at such times as Customer shall close its premises. Customer shall lest the alarm system prior to each closed period and shall immediately report to
SCSS any claimed inadequacy in, or failure of, the system Customer shall perform a periodic walk lest of any motion detection equipment used on the premises.
D- Customer shall permit SCSS access to the premises for any reason arising out of, or in connection with, SCSS's rights or obligations under this Agreement
STANLEY Doaverggnt a malty 9olulloes. In tloenme 1ydorffl6 (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd , Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY.0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 Stale Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 846019 - C10:
LC05911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security 8 Investigative Services, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC 0184651-1-5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 336 (Louisville): LA F1162; F875: F1277: 61931: MA 12737A: MD 107-1826; 259: MI 5103423: 3601207680: MN TS00123B: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-CSA, Alarm Systems Licensing ad., 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)76B-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Llc. # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept of Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC33117; BAC6501: TN 1180; 1448; 1650: 1446: 2026, CE-D 65528: TX ACR2639; ECRI821; B02140: UT
5704068-6501: VA 27050B7235A, 11-5481, WA STANLCS925MZ: WV 045298: WI 969322, WY LV-G-23879-
Q-154710
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DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY.
Security
STANLEY Convergent Security Solutions, Inc.
E. Should any part of the system be damaged by fire, water, lightning, acts of God, third -parties or any cause beyond the control of SCSS, any repairs or replacement shall be paid for by
Customer (ordinary wear and tear excepted in the case of an SCSS owned system)-
F- Any claim by Customer of improper installation or failure to comply with Customers specifications shall be made in writing to SCSS within ninety (90) days of installation completion. Such
obligation shall not waive Customer's warranty rights under Article 4.F-, Limited Equipment 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 installation of the system on the premises Customer shall
indemnify and hold SCSS harmless from any losses or damages, including attorney fees, resulting from breach of such representation and warranty, or from SCSS's inability to recover SCSS
owned system components when Customer moves out of the premises,
H For those premises where SCSS is to provide central station sprinkler supervisory and water flow alarm or automatic fire alarm service, Customer warrants and agrees that all alarm valves,
gate valves, tanks, pumps, compressors, inspector test connections, or other elements of the sprinkler system as now installed or to be installed, are, or will be, corrected at Customers
expense so as to be acceptable to the insurance and other authorities having jurisdiction when equipped with SCSS's signaling devices. Customer further agrees to furnish any necessary
water through Customers meter and at Customers expense, to place hoods over any open forges or fires, and to pipe all boiler blow -offs and steam exhaust outside the premises to be
protected -
It is mutually agreed that the Customer assumes full responsibility for the operation of any and all bypass or switch units provided for disconnecting or reconnecting the alarm sounding and/or
transmitting equipment at Customers premises.
J. Customer represents that, except to the extent It has given SCSS written notice prior to the execution of this Agreement, (i) the work and/or services to be performed hereunder ofe notsublect
to any Federal, Slate or IDcal prevailing wage statute or regulation, and (Il) to the best of its knowledge there is no asbestos or presumed asbestos -containing material, formaldehyde or other
potentially toxic or hazardous material contained within, or in, on or under any portion of any area where work will be performed under this Agreement. If such malacials (whether or not
disclosed by Customer) are discovered and such materials provide an unsafe or unlawful condition, such discovery shall constitute is cause beyond SCSS's reasonable control and SCSS
shall not start, or continue, to perform its work under the Agreement until Customer has remedied the unsafe or unlawful condition at Customers sole expense CUSTOMER SHALL
INDEMNIFY AND HOLD SCSS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, COSTS AND EXPENSES OF ANY KIND (INCLUDING ATTORNEYS' FEES) FOR FINES,
PENALTIES, BACK WAGES, BODILY INJURY, PROPERTY DAMAGE, DELAY OR WORK STOPPAGE THAT ARISES UNDER OR RESULTS FROM A BREACH OF THE FOREGOING
REPRSENTATIONS (REGARDLESS OF WHETHER OR NOT CUSTOMER DISCLOSED SUCH MATERIALS TO SCSS).
K Customer agrees that SCSS may conduct a credit investigation and review or provide a copy of the Agreement or related information to US Bank Equipment Finance for the purpose of
evaluating credit, In such event, Customer shall provide, in a timely manner, such financial information as SCSS may request Customer represents and warrants that all such financial
information accurately and completely presents Customer's financial condition as of the date of execution of this Agreement,
L- Customer hereby authorizes SCSS to execute and file financing statements and/or continuation statements under the Uniform Commercial Code on Customers behalf and to file such
documents in all places where necessary to perfect SCSS's interest in the equipment. Customer agrees to execute any such instruments as SCSS may request from time to time.
Further OblioalIonia of SCSS; Lllnitatlons-
A Neither party shall be held responsible or liable for delay in installation of the system or interruption of service, due to strikes, lockouts, riots, floods, fires, lightning, acts of God, or any cause
beyond the control of such party, including interruptions in telephone service. SCSS will not be required to perform installation or supply service to Customer while any such cause shall
continue-
B If Customer has subsolbed to monitoring service, the system will be connected to SCSS's Center. Unless specifically requested otherwise by the Customer and approved by SCSS's Carrier,
when a burglar alarm signal from Ina alarm system Is roceneed; the Canter will first try to telephone Customers premises, and if there is no answer then will try to telephone the first available
person on Customers emergency call Ilst, ID verify whether or not an emergency condition requiring pol :,a cesponse exists. If there Is no answer to both of these calls or the person Contacted'
Indicates lhat an emergency exists, the Center wlll attempt to notify the police department The Canler will also allampl.lo contact someone on the emergency call list to advise Them thal the
police have been notified. When a Fire alarm, hold-up alarm or duress el arm signal is received, the Center will attempt to notify the pollee of fire department or other emergency parsdnrlet
and the first available person on the emergency call list. When a non -emergency signal Is received, the Canter wild attt;mpl to contact the promises or the first avallable person on the
emergency call list bul vall not notify amergency abihorides The Cenler reserves the light to use automated notification procedures In lieu of phone call notifications for non-amargancy signals
UI1te5S expreanly prohiv ted by local authorities If Customer requl res phone notification for non -amargency argnals, Customer agrees to subscribe to 6ud1 rervlce and an addl clonal roe may
apply, Phone notification for iron -emergency signals will be made during normal day -lime hours unless expressly requested otherwise by Customer
The Center may choose not to notify emergency personnel if it has reason to believe Ihat an emergency cuncition does. not exist. SCSS and GUSOMe'r are obligated to Comply with all
notification and response requirements imposed by govemm natal agoncles having jurisdiction over the system- SCSS reserves the right to 61scon4rlue or change any particular response
sarnce duo to such govemn antel or insurance requirements without notice. Customer consents to the tape and video recording of lefephonic and video cornmunicatfons between Customer s
premises and SCSS, and will Inform its employees and third parties thal such recdfdillgs are authorized If Customers police or fire department now or in the future requires physical or visual
verification of an emergency condition before responding to a request for assistance, Customer agrees to subscribe to such service if provided by SCSS, or otherwise comply with such
requirements, and an additional fee may apply for such services,
C, If video equipment is installed, it may be integrated into the system and, upon activation, will send a video transmission to the Center The Center will first attempt to verify the nature of the
emergency by viewing the videa If the Center determines that an emergency condition exists, it will try to first telephone the premises, if available, and report the emergency condition If
there is no answer or the person answering confirms the emergency condition, then, based upon the nature of the emergency condition, the Centerwill notify the proper police or fire department
or other emergency personnel, and the next available person on the emergency call list If the Center determines that an emergency condition does not exist, or the video is inconclusive, the
Center will use the notification procedures set forth in paragraph 713 above,
D. Cuslorrter understands that, If the systern Installed N monitored, due to the nalure of the method used for communlcating alarmslgnals to SCSS's monitoring center, there may be time awhon
that communication method Is not able to transnnl signals and SCSS will not receive alarm signals- Digital communicators use standard telephone tlnesand SC55 does not receive signals
when the telephone system becomes non -operational or the telephone line I$ placed on vacation stalus, cut, interfered with or otherwise damaged. There wlll be [Imes when any radio
frequency method, such as cellular, public or private radio systems or Internet based serOw, cannot transmit an alarm signal dud to terse of signal strength, network congestion, or avallabillty
of a communications channel. Similarly, any other lypa of communication method instaided under Ibis Agreement also can ekperlence an Inability to communicate alarm signals. Customer
understands that SCSS offers several levels of comrlunlcation methods of alarm signals ID the: monitoring center arld Ihat U1e Services described on 1ha Srhadute have been chosen by
Customer after considering end balancing the levels of pfotecdon afforded by Vadlop$ cammunipriwl methods and the related costs. Customer aCRnowtedges and agrees that CLI6tOrrlaf 16
solely responsible for the selection of the type of communicalion method and whether the utilization of more than one communication melhod is required. Communications networks provided
by independent carriers or providers are wholly beyond SCSS's control and are maintained and serviced, solely by the applicable merrier or provider. Customer agrees to reimburse SCSS
for any costs incurred to reprogram the communicator because of area code changes or other dialing pattern changes If telephone service is used, the use of DSL or other broadband
telephone service may prevent the system from transmitting alarm signals to the monitoring centerand/or Interfere with the telephone line-salZuro feature pf the system. Such services should
be installed on a telephone number that is not used for alarm signal transmission. Customer agrees to notify SCSS if Customer has installed or intends to install DSL or other broadband
y.fA.NLEY Comreroenl Secwily 5olullona.lne,yly�]�gjrllKrtggt�eg [aeor &50.202p1: pK 1p0330e; 1p4a97: AL 886, 12T8, 1322: 1672, Conydalnls fin al' to ¢redetl to Alatiomo Elec4onic 9oCurRy Hoard or L1cC119ure, 7656 Vnuphn Rd., Mol1>gpmery.
AL ae1 sa {}34y ia4-939E; 4E6$2. Ai ii6C209 B75: AR a3297T; CMPY.gOq toff, Regulnted tiY Nkanaas ed o1 Private Iltves6gntvre and.pnvalc 5eourlry Rgnacios, #1 Slate Pallce FYara p, LI1tlr Rock, AR 7$209 (5q1 j g78$600: CA A4B019 •Cie,
LCD5911; Ad0ed55, A1amr cvmparry operatwa are ilceneed and rngulaled by Inn auraau of Security 8 >nveeUyattye 9elvioes, Duet or. Gonsumer Alraire, Saeramento, CA 95814• CT ELC-0184sB1-L5 AE 04•}58: FAL00D1: FL EF20g01965: dA
i34.7g1: HI 069901 IA AG241: ID Ot5830; 022726,AA.1: IL 1Z7001274: KY 33B (Lnuiwilln]. L-A F 1162; F975; Ft271; a}g31: MA 12737A: MD 107-1828; 259: MI 5103423; 3601207680: MN T5001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA7LV; 1839-CSA, Alarm Sysients. LicMsing Bd., 3101 Industrial Drive, Sle 104, Raleigh, NC 275r1@ (919]7B8-5320; NH 0424-C; NJ 1074A95; 659423; Burglar Plarm Busmeas Lic. # 34BX00072gOt1; NM 374554; NVF40p; F401; 0071024;
OOB4943; NY 1200e293169, l.e[ensed by PEYS De1tt. nI Stare: OH 53�9-1512: OK 953: OR 161567: PA 032736 RI 9448A; YSC 4996; SC FAC33B7; aP.G5501: TN 1180; 1448; 165tl; 1446; 2026, CE-D a5tYla: T% ACR2639, ECRY821; B02140: UT
5704068-6501: VA 27050B7235A, 11-5487: WA STANLCS925MZ: WV 045298: NII 969322: WY LV-G-23B79
Q-154710
Page 8 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAR LEY,
Security
STANLEY Convergent Security Solutions, Inc.
service. IMMEDIATELY AFTER THE INSTALLATION OF DSL OR OTHER BROADBAND SERVICE, THE SYSTEM'S SIGNAL TRANSMISSION MUST BE TESTED WITH THE
MONITORING CENTER.
E. For those premises with a direct connection to the police, fire department, or other agency, it is mutually understood and agreed that signals transmitted hereunder will be monitored in police
and/or fire departments or other locations, and that the personnel of such police and/or fire departments or other agencies are not SCSS's agents, nor does SCSS assume any responsibility
for the manner in which such signals are monitored or the response, if any, to such signals.
F. SCSS shall not be responsible for the replacement of equipment or parts no longer commercially available to SCSS
G If a service plan or software support option is selected by Customer, SCSS will provide and install 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 installed by SCSS_ In the event the Customer elects
to have someone other than SCSS install the software upgrade, the Customer shall assume any and all liability for any damage caused pursuant to the installation. Service and upgrades for
third party software not supplied by SCSS are excluded from this Agreement.
8 Tttleso EauiumQnt_anaaf_�CS5-4wned.t.119ipn at. pcepdutaU_Prote_ct1_on.
A Any SCSS owned equipment installed on the Customer's premises shall at all times remain solely the property of SCSS and Customer agrees not to permit the attachment thereto of any
equipment not furnished by SCSS. If Customer purchases equipment, Customer agrees that SCSS retains a security interest in the equipment until the full purchase price is paid. It is further
understood and agreed that SCSS may remove or abandon all SCSS owned equipment, including all wiring installed by SCSS, in whole or in part, upon termination of the Agreement by lapse
of time, default of any moneys due hereunder, or otherwise without any obligation to repair or redecorate any portion of the protected premises, provided that such removal or abandonment
shall not be held to constitute a waiver of the right of SCSS to collect any charges which have accrued hereunder Customer shall have no right, title or interest in the equipment outside of
the leasehold interest created by the Schedule.
B. Customer shall keep all SCSS owned equipment at all limes free and clear from all liens, claims, levies, encumbrances, security interests and processes, of any nature whatsoever. Customer
shall give SCSS immediate notice of any such attachment or other judicial process affecting any of the equipment Without SCSS's written permission, Customer shall not attempt to or
actually: (i) pledge, lend, create a security interest in, sublet, exchange, trade, assign, swap, use for an allowance or credit or otherwise; (ii) allow another to use; (!if) part with possession;
(iv) dispose of; or (v) remove from the location of installation, any item of equipment. If any item of equipment is exchanged, assigned, traded, swapped, used for an allowance or credit or
otherwise to acquire new or different equipment (the "new equipment") without SCSS's prior written consent, then all the new equipment shall become equipment owned by SCSS subject to
this Agreement and the applicable Schedule,
C. Any computer application program and/or documentation, collectively referred to as "Software", that is provided by SCSS under this Agreement, is owned by SCSS, its affiliates or one of its
OEMs and is protected by United States and international copyright laws and international treaty provisions. Any breach of this Agreement will automatically terminate the Customers right
to use this Software, and the Customer is obligated to immediately return such Software to SCSS. Customer may not copy the Software for any reason other than per the dictates of any end
user software license agreement- Customer may not reverse -engineer, disassemble, decompile or attempt to discover the source code of any Software. Customer acknowledges that any
breach of this section shall result in irreparable injury to SCSS for which the amount of damages would be unascertainable Therefore, SCSS may, in addition to pursuing any and all remedies
provided by law, obtain an injunction against Customer from any court having jurisdiction, restraining any violation of this section,
9, Termination.
A. SCSS may terminate this Agreement as follows:
i) Immediately, in the event Customer defaults in the performance of any of the terms and conditions of this Agreement, including the failure to make any payment as agreed
herein, and fails to cure or remedy the default within thirty (30) calendar days after receipt of written notice from SCSS specifying such default. Notification by facsimile, U.S.
mail or by courier shall be acceptable Upon such termination for default, the balance of all moneys due and for the unexpired term of this Agreement shall become immediately
due and payable, together with interest at the maximum legally allowable rate; or
ii) Immediately, in the event SCSS's monitoring center, the telephone lines, wires, or SCSS's equipment within Customer premises are destroyed or so substantially damaged that
it is commercially impractical to continue service to Customers premises; or
iii) As provided in Article 2 relating to expiration.
B. Customer may terminate this Agreement:
i) Immediately, upon written notice for any individual location in the event any Customer location is, by any cause beyond the control of Customer, destroyed or so substantially
damaged that it is commercially impractical for Customer to continue any operations at such location, provided that if the Customer is using SCSS owned or TKO equipment,
the Customer must pay SCSS all payments remaining to be made under this Agreement through its scheduled expiration; or
it) As provided in Article 2 relating to expiration.
C Upon termination of this Agreement, Customer shall permit SCSS access to Customers premises in order to deactivate the telephone line signaling device and/or to remove the equipment
pursuant to Article 8
10, .Aa5ldrfinerlt.
This Agreement is not assignable by the Customer, except upon written consent of SCSS first being obtained SCSS shall have the right to assign this Agreement, or to subcontract any of the obligations
under the Agreement, without the consent of, but with notification to, the Customer,
11. Insurance and fairerof Subroostlon.
Customer shall obtain, and maintain, insurance coverage to cover 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 limits set forth in Paragraph 48, Customer shall look solely to its insurer for recovery of its loss and hereby waives any and all claims for such loss against SCSS. Customer
agrees to obtain insurance permitting said waiver without invalidating coverage- Both parties do hereby for themselves and for other parties claiming under them, release and discharge each other from
and against all claims arising from hazards covered by insurance, it being expressly agreed and understood that no insurance company or insurer will have any right of subrogation against either party.
12. Severabillty and_Savinsa
In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, void, illegal, or unenforceable by any court, arbitrator, or governmental agency, the remaining
provisions of this Agreement shall remain in full force and effect, and the invalid, void, illegal, and/or unenforceable provision(s) shall survive to the extent not so held
13. Non -solicitation
STANLEY Cmnwrnt05e JI1Y_Sph8L4119JtLc. Llrnnse Infennwllon (as of 9-10-2020): AK 1003300: 104891: AL 888, 127B, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd, Montgomery,
AL 36116 (334) 264-9388: 46662: AZ ROC204975: AR 032977; CMPY.0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 State Police Plaza or, Little Rack, AR 72209 (501) 618-8600: CA 848019 - C10;
LC05911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security 8lavestigalive Services, Dept of Consumer Affairs, Sacramento, CA 95814: CT ELC 0184651-L5: DE 04-158: FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162: F875; F1277; 61931, MA 12737A: MD 107-1628; 259: MI 5103423; 3601207680: MN T8001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA/LV; 1839-GSA, Alarm Systems Licensing ad , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lie, # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept, or Stale: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180: 1448; 1650; 1446; 2026, CE-D 65526: TX ACR2639; ECR1821; 802140: UT
5704060-6501: VA 2705087235A, 11-5461: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879
0-154710
Page 9 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STANLEY.
Security
STANLEY Convergent Security Solutions, Inc.
During the term of this Agreement and for a period of not less than one (1) year following its expiration or termination, both parties agree not to solicit as an employee, consultant, agent, subcontractor
and/or representative (hereinafter "Employee") any person who is an Employee of the other party at the time of such solicitation If this covenant is breached, the non -breaching party will be entitled to
injunctive relief to be issued by any court of equity having jurisdiction to enjoin and restrain the breaching party and the subject Employee, and each and every other person concemed therein from
further Ablation thereat, and in addilton fherete, If a court finds a violation of this Clause, the non -breaching party will be entitled to liquldated damages, due to the difficulty of proof of actual damages,
against the breaching party In the emounl of the hired Employee's lully loaded salary, including benefits, bonuses, commissions, stock grants, the cost of training and other similar fully loaded elements
Both parlles acknowledge That such amount is reasonable, not a penalty and not dlsproporllonate to the presumed investment in the training of such Employee and the damages suffered by the non -
breaching party Solicitation through advertisements directed at the general public or through "head hunters" who contact a party's employees without the party's knowledge will not be considered
solicitations for purposes of this paragraph-
14 Trial by Jury
Both parties to this Agreement, knowingly, voluntarily and intentionally waive 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
15 Choice of Law
This Agreement is entered into in the State of New York and shall be interpreted, enforced and governed under the laws of the State of New York without regard to application of conflicts of laws
principles that would require the application of any other law-
16 Entire Agreement.
It is agreed to and understood by the parties that thls.Agreement, and the alWchad Schedule and Exhibits, cenetittne the entire Agreement between the parties, and supersedes and replaces all other
prior understandings or agreements, whether ora) or written, relating to the services covered by IMs Agrearnent. This Agreement may not he ,,longed, modified or varied except In writing, signed by an
aillhoflTad reprsseMativeoT SCSS. It Is understood and agreed by and between the parties hereto, that the terms and candllluns of this Agreement shall govern notwithstanding any addltional or
Inconsistent lerrns or carWiiions contained In any purchase order or other dq[armeM submitted by Customer Th3 Ate[ rgemen{ shgll_no! become hindlnq pn, y CSS until a__D_Droved and accented k1r SG5_S's
manaaenlent as provided below Customer hereby acknowledges That It has read this entire Agreement and agrees lobe bound by a€1 111 terms and conddions
Security Representative Customer (Sign)
Senior Security Sales Consultant
Security Representative Title
DEocuSig ned by: : 6203CEC56478466...
STANLEY Authorized Manager (Sign)
Eric Stapleman
STANLEY Authorized Manager (Print)
Customer (Print)
Title
Not Binding on SCSS without either Authorized Management Approval Signature or SCSS Begins the Installation or Services.
PO Required by customer: ❑
`-TFl LkY,.�pOyalstanl Security SofutiM Inc. Lirenve IWo id_tin (as of 9-10-2020): AK 1003300: 104891: AL 868, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd., Montgomery,
AL 36116 (334) 264-9388; 48602: AZ ROC204975: AR 032977; CMPY.0001911, Regulated by Arkansas Bd of Private Investigators and Private Security Agencies, #1 Stale Police Plaza Dr, Little Rock, AR 72209 (5011618-8600: CA 848019 - C10;
LC05911: AG06055, Alarm company operators are licensed and regulated by the Bureau or Security 8 Investigative Services, Dept- of Consumer Affairs, Sacramento, CA 95814: CT ELC-0184651-L5: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211: ID 015830: 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F7162; F875; F1277; 61931: MA 12737A: MD 107-1828: 259: MI 5103423; 3601207680: MN TS001238: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FA7LV; 1839-CSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lio- # 34BX00022000; NM 374554: NV F400; F401; 0071024;
0084943; NY 12000293169, Licensed by NYS Dept. of Slate: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1448: 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: UT
5704068-6501: VA 2705067235A, 11-5481: WA STANLCS925MZ: WV 045296: WI 969322: WY LV-G-23879
Q-154710
Page 10 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAR LEY
Security
STANLEY Convergent Security Solutions, Inc.
Billing
Addresses -
Street Address:
Installation•
216 Prospect ST
• Services InvoicesInvoices
216 Prospect ST
216 Prospect ST
City
Port Orchard
Port Orchard
Port Orchard
State/Providence
WA
WA
WA
Country
United States
United States
United States
Zip/Postal Code
98366
98366
98366
Attention
Billing Contact
Billing Phone
3608767043
3608767043
3608767043
Billing ID
Special Handling
Required
N
N
N
Notes for Special
Handling
Po #
�tf.1N�-.�'Y �PIL9�AC1�.hF�I11k.a5A�011QOk�IR6Li6Fse In[ormnllon (as of 9-10-2020): AK 1003300; 104891: AL 888, 1278, 1322; 1472, Complaints may be directed to Alabama Electronic Security Board of Licensure, 7956 Vaughn Rd-, Montgomery,
AL 36116 (334) 264-9388; 48682: AZ ROC204975: AR 032977; CMPY 0001911, Regulated by Arkansas Bd or Private Investigators and Private Security Agencies, #1 State Police Plaza Dr, Little Rock, AR 72209 (501) 618-8600: CA 848019 - C10;
LC05911; AC06055, Alarm company operators are licensed and regulated by the Bureau of Security & Investigative Services, Dept, of Consumer Affairs, Sacramento, CA 95814: CT ELC.0164651-15: DE 04-158; FAL-0001: FL EF20001345: GA
439701: HI 36390; IA AC-211. ID 015830; 022726-AA-4: IL 127001274: KY 338 (Louisville): LA F1162; F875; F1277; 61931: MA 12737A: MD 107-1628; 259: MI 5103423; 3601207680: MN TS001236: MS 19207-SC; 15024172: MT FPL-BEL-000132:
NC 23471-SP-FAtLV; 1839-CSA, Alarm Systems Licensing Bd , 3101 Industrial Drive, Ste 104, Raleigh, NC 27609 (919)788-5320; NH 0424-C; NJ 1074485; 659423; Burglar Alarm Business Lic. # 34BX00022000; NM 374554: NV F400: F401; 0071024:
0084943; NY 12000293169, Licensed by NYS Dept or State: OH 53-89-1512: OK 953: OR 161567: PA 032736: RI 9448A; TSC 4996; SC FAC3387; BAC5501: TN 1180; 1446; 1650; 1446; 2026, CE-D 65528: TX ACR2639; ECR1821; B02140: LIT
5704068-6501: VA 2705067235A, 11-5481: WA STANLCS925MZ: WV 045298: WI 969322: WY LV-G-23879
Q-154710
Page 11 of 11
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
STAK LEY.
Security Equipment & Labor Summary
City of Port Orchard
216 Prospect ST, Port Orchard, WA 98366
Proposal Generated:
Q-154710
10/6/2020
BILL OF :•• BREAKDOWN
EQUIPMENT
Qty
Part Number
Description
Unit Price
Extended
Price
3
GSC-1PMEDECOXT-1L
Medeco intelligent lock part. 1 part per lock.
$51.70
$155.10
1
SSSFXDC-FRMAT
FIXED PRICE CONTRACTOR MATERIAL
$1,644.90
$1,644.90
EQUIPMENT AND MATERIAL TOTAL
$1,800.00
LABOR
Qty
Part Number
Description
Unit Price
Extended
Price
1
SSS90DAYWARR
90 DAYS
$0.00
$0.00
6
SSSGSNTECH3
GOVERNMENT INSTALLATION TECHNICIAN III
$134.60
$807.60
1
SSSGSAPRJMGI
GOVERNMENT PROJECT MANAGER I
$114.66
$114.66
DocuSign Envelope ID: DE369009-84FE-46A5-BD5C-9F9A4033CC4B
1
isSSSETUP
DESIGN AND COMMISSIONING
$0.00
$0.00,
1
ISSSFXCTRADLB
FIXED PRICE ADDTL CONTRACTOR LABOR
$427.73
$427.73
LABOR AND ADDITIONAL TOTAL
$1,350.00
GRAND TOTAL
$3,150.00