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HomeMy WebLinkAboutSIMPLEX/GRINNELL, LP 10 - 2014V[vt'f.ji ti�.. ON' FILL 1uuA MAY PRaeerp N- 2014 -006 U IU I.., ; ":;: U I2AIVi: c: P:;iNllitm5 C) : GAP D(2- �1iL°�AN MAINTENANCE AND SERVICE AGREEMENT c50.'('I�.MQSa(1 � � YiSOn/ SewAetslWTTVS MAINTENANCE AND- SERVICE AGREEMENT, made and entered into this 1st day of November, 2013 by and between Simplex Grinnell, a Tyco International Company licensed to do business in the State of California hereinafter ( "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of service and maintenance for the Santa Ana Police Department and Santa Ana Jail access control system. B. Consultant represents that it is able and willing to provide service and maintenance of the Santa Ana Police Department and Santa Ana Jail access control system. C. In undertaking the perfonnance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: I. SCOPE OF SERVICES Consultant shall perform such service and maintenance on the access control system at the Santa Ana Police Department and Santa Ana Jail as outlined in the attached Exhibit "A." 2. COMPENSATION City agrees to pay and contractor agrees to accept as total payment for its services under this Agreement an amount not to exceed $14,796.00. The rates and charges are set forth in contractor's summary of services and investment summary, attached hereto as Exhibit "A" and incorporated by reference. 3. TERM This Agreement shall commence on the date first written above and tenninate on October 31, 2014, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended for two (2) one (1) year extensions in writing by the City Manager and City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire teen of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting there from and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting there from, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insured's provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in fonn by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work perfonned prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnity and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms o €, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care, " Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shrill not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (e) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Facsimile (714) 647 -6956 With courtesy copies to: And Chief of Police Santa Ana Police Department City of Santa Ana 60 Civic Center Plaza (M -97) P.O. Box 1988 Santa Ana, California. 92702 Facsimile (714) 245 -8007 4 To Consultant: City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647 -6515 SimplexGrimlell 12728 Shoemaker Avenue Santa Fe Springs, California 90670 Facsimile (562) 405 -3801 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, county or city holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by either the City or Consultant upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation tur all services performed by Consultant prior to receipt of such notice of termination. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFE SSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other goverunental agencies including the California Board of Chiropractic Medicine. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such pen-nits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D.ri UIZARl/ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Byk kkE(,vt Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: CARLOS ROJAS Acting Chief of Police CITY OF SANTA ANA DAVID CAVAZOS City Manager District General Tax ID# EXHIBIT A Customer: City Of Santa Ana Mail Station Date: 07- NOV -13 Proposal #:304115 Term:01- OCT -13 to 30- SEP -14 Service Location: Santa Ana - Police Dept 60 CIVIC CENTER PLZ Po Box 1988 SANTA ANA, CA 92703 -4010 Billing Customer: City Of Santa Ana Mail Station Po Box 1981 SANTA ANA, CA 92701 -1981 SimplexGrinnell Sales Representative: 12728 Shoemaker Ave SANTA FE SPRINGS, CA 90670 danbeck@simplexgrinnell.com INVESTMENT SUMMARY (Excludes applicable Sales Tax . Service Solution Valid for 45 Days' SERVICE /PRODUCT DESCRIPTION QUANTITY FREQUENCY INVESTMENT Recurring Annual Investment Access Control Test & Inspect - Parts and Labor C CURE SYSTEM Card Reader 60 Quarterly Card Reader /Keypad 14 Quarterly Door Controller 60 Quarterly Door Strike 60 Quarterly Keypad 6 Quarterly Magnetic Lock 14 Quarterly Request to Exit Device 13 Quarterly Access Control Server 1 Quarterly Access Control Test & Inspect - Parts and Labor Total: Total Recurring Annual Investment: $14,796.00 C M SG0001 US.ENG (Rev. 12/2010) Page 1 of 8 © 2010 SimplexGrinnell LP. All rights reserved NX !.. "A Access Control Test & Inspect - Parts and Labor - C CURE SYSTEM PANEL AND PERIPHERAL COMPONENT REPLACEMENT FOR LISTED INTEGRATED SECURITY SYSTEMS: The Platinum Plan covers component replacement on the central processing unit, including reprogramming of system due to failure, replacement of circuit boards, and components in the control panels, annunciator panels, transponders, printers, keyboards monitors, and peripheral devices (Motion sensors, access control readers, closed circuit television cameras, monitors, audible/ visible units, door contacts.) associated with system. Replacement of faulty wiring, batteries, and /or ground faults are not covered. TEST AND INSPECTION OVERVIEW: SimplexGrinnell trained technicians will perform inspections and diagnostic tests for the accessible peripheral devices listed and currently connected to the facility life safety system. Tests will be scheduled in advance. (See "List of Equipment" page for equipment to be tested.) DOCUMENTATION: Accessible components and devices shall be logged for. - Location of each device tested, including system address or zone location - Test results and applicable voltage readings - Any discrepancies found noted (individually and on a separate summary page) Inspection documentation provided to Customer. NOTE: Certain additional services may be required by the Authority Having Jurisdiction (AHJ). AHJ or internal organizational requirements may be more restrictive than state /provincial requirements. Building owners and managers should make themselves aware of applicable codes and references in order to ensure that contracted Services fulfill requirements. 24/7 Service 24- hour /7 -day Service (Provided 24 hours a day, 7 days a week, including holidays). This service includes labor, travel, and mileage charges for repairs associated with normal wear and tear. Emergency service will be provided within 24 hours of notification unless a different response time has been outlined in the agreement. This service is not provided as a standard entitlement and is only provided at an additional cost. SERVICE COVERAGE: Silver Service Plan - Labor charged at standard service rates up to and including overtime Gold Parts Service Plan - Panel Parts included. Labor charged at standard service rates up to and including overtime Gold Labor Service Plan - Panel Labor included. Parts not included Gold Parts /Labor Service Plan - Parts and Labor included on Panel only Platinum Service Plan - Parts and Labor Included on covered system SG0001 US.ENG (Rev. 12/2010) Page 2 of 8 © 2010 SimplexGrinnell LP. All rights reserved SPECIAL `• 1 Santa Ana Police Department, Santa Ana Municipal Jail, Santa Ana City Hall; DIVISION 17. This agreement provides for the following and it will supersede associated language within the agreement. This is a full service agreement. The equipment covered is for the C -Cure 9000 System and the field devices that are listed on Investment Summary & Special Provision pages of this agreement. Services include: Battery Replacement and Software upgrades and Software Support Agreement. Also included is replacement of the ISC Controllers in the event of card failure. EMERGENCY SERVICE CALL AND LABOR: For products specified within this provision 24- hour /7 -day Service (Provided 24 hours a day, 7 days a week, including holidays). This provision includes labor, travel and mileage charges for repairs associated with normal equipment failures. Emergency service response time shall be provided within 24 hours. This provision provides labor to troubleshoot and diagnose system problems, and the labor to replace failed devices. Phone response to service request shall be within two hours. On -site response shall be within six hours for critical system service. SimplexGrinnell will provide a site box (22W x 10H x 8 V2 D) to store spare parts to support the system. The box is to be mounted on the wall in a space designated by the City of Santa Ana. In addition, SimplexGrinnell will inspect the C -Cure 9000 Access system on a quarterly basis. ALL LABOR FOR SERVICES NOT COVERED UNDER THIS AGREEMENT IS SUBJECT TO THE FOLLOWING: $199.50 per hour for on -site technical support. Overtime multiplier: 1.5 Sundays & Holidays: double -time nationwide. Emergency call response subject to a three (3) hour minimum charge. Service rates are charged Portal to Portal. Service rates are valid for one year from the date of full execution of this agreement, at which time, if necessary they will be changed to reflect current labor rates. Exclusions: Wiring, paint & patch. Making repairs or replacements necessitated by reason of negligence or misuse, vandalism, power failure, current fluctuation, failure due to non- Company installation, lighting, electrical storm, or other severe weather, water, accident, fire, acts of God or any other cause external to the covered system, Security guard service, The City of Santa Ana and the Santa Ana Police Department will provide a list of contacts authorized to request normal service and /or critical service. 8G0001 US.ENG (Rev. 12/2010) Page 3 of 8 0 2010 SimplexGrinnell LP. All rights reserved services to oe provlaea dy bimplexGrinnell LP ( "Company ") to City Of Santa Ana Mail Station and is effective 01- OCT -13 to 30- SEP -14 (the "Initial Term "). PAYMENT TERM: Annual In Advance PAYMENT AMOUNT: ° ° s ® - Proposal # : 304115 CUSTOMER ACCEPTANCE: In accepting this Agreement, Customer agrees to the Terms and Conditions on the following pages and any attachments or riders attached hereto that contain additional terms and conditions. It is understood that these terms and conditions shall prevail over any variation in terms and conditions on any purchase order or other document that the Customer may issue. Any changes in the system requested by the Customer after the execution of Agreement shall be paid for by the Customer and such changes shall be authorized in writing. ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY, WARRANTY, INDEMNITY AND OTHER CONDITIONS CONTAINED IN THIS AGREEMENT, City Of Santa Ana Mail Station SimplexGrinnell Signature Print Name: Phone M Title: Fax #: Phone #: License #: (if Applicable) Authorized Fax #: Signature: Email: Print Name: PO #: Title: Date: Date: SG0001 US,ENG (Rev. 12/2010) Page 4 of 8 © 2010 SimplexGrinnell LP. All rights reserved TERMS AND CONDITIONS 1. Term. The Initial Term of this Agreement shell commence on the date of this Agreement and continue for the period indicated in this Agreement. At the conclusion of the Initial Term, this Agreement shall automatically extend for successive terms equal to the Initial Term, each and together a "Term" of this Agreement, unless either party gives written notice to the other party at least thirty (30) days prior to the end of the then - current term 2. Payment. Payments shall be invoiced and due In accordance with the terms and conditions set forth in this Agreement, Work performed on a time and material basis shall be at the then - prevailing Company rate for material, labor, and related items, in effect at the time supplied under this Agreement. 3. Pricing. The pricing set forth In this Agreement is based on the number of devices and services to be performed as set forth in this Agreement. If the actual number of devices installed or services to be performed is greater than that set. forth In this Agreement, the price will be Increased accordingly. Company may increase prices upon notice to the Customer or annually to reflect increases in material and labor costs. Customer agrees to pay all taxes, permits, and other charges, including but not limited to state and local sales and excise taxes, installation or alarm permits, false alarm assessments, or any charges imposed by any government body, however designated, lovied or III on the service charges pursuant to this Agreement. The Customer's failure to make payment when due Is a material breach of this Agreement. 4. Code Compliance. Company does not undertake an obligation to inspect for compliance with laws or regulations unless specifically stated in this Agreement. Customer acknowledges that the Authority Having Jurisdiction (e.g. Fire Marshal) may establish additional requirements for compliance with local codes. Any additional services or equipment required will be provided at an additional cost to Customer. S. Limitation of Liability; Limitations of Remedy. Customer understands that Company offers several levels of protection services and that the level described has been chosen by Customer after considering and balancing various levels of protection afforded and their related costs. it Is understood and agreed by the Customer that Company is not an insurer and that Insurance coverage, If any, shall_ be obtamod by, the Customer and that amounts payable to Company hereunder are based upon the value of the services and the scope of liability set forth In this Agreement and are unrelated to the value of the Customer's property and the property of others located on the premises. Customer agrees to look exclusively to the Customer's insurer to recover for Injuries or damage in the event of any loss or Injury and that Customer releases and waives all right of recovery against Company arising by way of subrogation. Company makes no guaranty or Warranty, Including any Implied warranty of merchantability or fitness for a particular purpose that equipment or services supplied by Company will detect or avert occurrences or the consequences therefrom that the equipment or service was designed to detect or avert. It is Impractical and extremely difficult to fix the actual damages, if any, which may proximately result from failure on the part of Company to perform any of Its obligations under this Agreement. Accordingly, Customer agrees that, Company shall be exempt from liability for any loss, damage or Injury arising directly or indirectly from occurrences, or the consequences therefrom, which the equipment or service was designed to detect or avert. Should Company be found liable for any loss, damage or injury arising from a failure of the equipment or service In any respect, Company's liability for Services performed on site at Customer's premises shalt be limited to an amount equal to the Agreement price (as Increased by the price for any additional work) or, where the time and material payment term Is selected, Customer's time and material payments to Company. Where this Agreement covers multiple sites, liability shall be limited to the amount of the payments allocable to the site where the incident occurred. Company's liability with respect to Monitoring Services is set forth In Section 17 of this Agreement. Such sum shall be complete and exclusive. If Customer desires Company to assume greater liability, the parties shall amend this Agreement by attaching a rider setting forth the amount of additional liability and the additional amount payable by the Customer for the assumption by Company of such greater liability, provided however that such rider shall in no way be interpreted to hold Company as an insurer. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM ANY SERVICING, ALTERATIONS, MODIFICATIONS, CHANGES, OR MOVEMENTS OF THE COVERED SYSTENI(S), AS HEREINAFTER DEFINED, OR ANY OF ITS COMPONENT PARTS BY THE CUSTOMER OR ANY THIRD PARTY. COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM THE USE, LOSS OF THE USE, PERFORMANCE, OR FAILURE OF THE COVERED SYSTEM(S) TO PERFORM. The limitations of liability set forth in this Agreement shall inure to the benefit of all parents, subsidiaries and affiliates of Company, whether direct or Indirect, Company's employees, agents, officers and directors. 6. Reciprocal Waiver of Claims (SAFETY Act). Certain of Company's systems and services have received Certificalion and /or Designation as Qualified Anti - Terrorism Technologies ("GATT ") under the Support Antl- terrorism by Fostering Effeolive Technologies Act of 2002, 6 U.S.C. §§ 441.444 (the "SAFETY Act "). As required under 6 C.F.R. 25.8 (a), to the maximum extent permitted by law, Company and Customer hereby agree to waive their right to make any claims against the other for any losses, including business interruption losses, sustained by either party or their respective employees, resulting from an activity resulting from an "Act of Terrorism' as defined in 6 C.F.R, 25.2, when GATT have been deployed in defense against, response to, or recovery from such Act of Terrorism, 7. Indemnity, Customer agrees to indemnify, hold harmless and defend Company against any and all losses, damages, costs, Including expert fees and costs, and expenses including reasonable defense costs, arising from any and all third party claims for personal Injury, death, property damage or economic loss, arising In any way from any act or emission of Customer or Company relating in any way to this Agreement, Including but not limited to the Services under this Agreement, whether such claims are based upon contract, warranty, tart (including but not limited to active or passive negligence), strict llabffity or otherwise. Company reserves the right to select counsel to represent it in any such action. Customer's responsibility with respect to Indemnification and defense of Company with respect to Monitoring Services Is set forth in Section 17 of this Agreement. 8. General Provisions. Customer has selected the service level desired after considering and balancing various levels of protection afforded, and their related costs. Customer acknowledges and agrees that by this Agreement,. Company, unless specifically stated, does not undertake any obligation to maintain or render Customer's system or equipment as Year 2000 compliant, which shall mean, capable of correctly handling the processing of calendar dates before or after December 31, 1999. All work to be performed by Company will be performed during normal working hours of normal working days (8:00 a.m. - 5:00 p.m.), Monday through Friday, excluding Company holidays), as defined by Company, unless. additional times are specifically described in this Agreement. All work performed unscheduled unless otherwise specified in this Agreement. Appointments scheduled for four -hour window. Additional charges may apply for special scheduling requests, e.g. working around equipmentshutdowns,..afterhours work. _. .. .... Company will perform the services described in the Service Solution ( "Services ") for one or more system(s) or equipment as described in the Service Solution or the listed attachments ( "Covered Systems) "), UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, ANY INSPECTION (AND, IF SPECIFIED, TESTING) PROVIDED UNDER THIS AGREEMENT DOES NOT INCLUDE ANY MAINTENANCE, REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS, OR ANY FIELD ADJUSTMENTS WHATSOEVER, NOR DOES IT INCLUDE THE CORRECTION OF ANY DEFICIENCIES IDENTIFIED BY COMPANY TO CUSTOMER. COMPANY SHALL NOT BE RESPONSIBLE FOR EQUIPMENT FAILURE OCCURRING WHILE COMPANY IS IN THE PROCESS OF FOLLOWING ITS INSPECTION TECHNIQUES, WHERE THE FAILURE ALSO RESULTS FROM THE AGE OR OBSOLESCENCE OF THE ITEM OR DUE TO NORMAL WEAR AND TEAR, THIS AGREEMENT DOES NOT COVER SYSTEMS, EQUIPMENT, COMPONENTS OR PARTS THAT ARE BELOW GRADE, BEHIND WALLS OR OTHER OBSTRUCTIONS OR EXTERIOR TO THE BUILDING, ELECTRICAL WIRING, AND PIPING. 9. Customer Responsibilities. Customer shall regularly test the System(s) In accordance with applicable law and manufacturers' and Company's recommendations. Customer shall promptly notify Company of any malfunction in the Covered System(s) which comes to Customer's attention. This Agreement assumes any existing systems) are in operational and maintainable condition as of the Agreement date. If, upon inspection, Company determines that repairs are recommended, repair charges will be submitted for approval by Customer's on -site representative prior to work. Should such repair work be declined, Company shall be relieved from any and all liability arising therefrom. Customer further agrees to: • Provide Company clear access to Covered Systems) to be serviced Including, If applicable, lift trucks or other equipment needed to reach inaccessible equipment; • Supply suitable electrical service, heat, heat tracing adequate water supply, and required system schematics and /or drawings; • Notify all required persons, including but not limited to authorities having jurisdiction, employees, and monitoring services, of scheduled testing and /or repair of systems; Provide a safe work environment; • In the event of an emergency or Covered Systam(s) failure, take reasonable precautions to protect against personal injury, death, and/or property damage and continue such measures until the Covered Systems) are operational; and • Comply with all laws, codes, and regulations pertaining to the equipment and /or services provided under this agreement. Customer represents and warrants that it has the right to authorize the Services to be performed as set forth in this Agreement, 10. Repair Services. Where Customer expressly includes repair, replacement, and emergency response services in the Service Solution section of this Agreement, such services apply only to the components or equipment of the SG0001 US.ENG (Rev. 12/2010) Page 5 of 8 © 2010 SimplexGrinnell LP. All rights reserved Covered Systed s), Customer agrees to promptly request repair services in the event the System becomes inoperable or otherwise requires repair. The Agreement price does not include repairs to the Covered Systems) recommended by Company as a result of an inspection, for which Company will submit independent pricing to customer and as to which Company will not proceed until Customer authorizes such work and approves the pricing. Repair or replacement of non - maintainable pads of the Covered System(s) including, but not limited to, unit cabinets, Insulating material, electrical wiring, structural supports, and all other non - moving parts, is not included under this Agreement, 11. System Equipment. The purchase of equipment or peripheral devices, (including but not limited to smoke detectors, passive infrared detectors, card readers, sprinkler system components, extinguishers and hoses) train Company shall be subject to the terms and conditions of this Agreement. If, in Company's sole judgment, any peripheral device or other system equipment, which is attached to the Covered System(s), whether provided by Company, Customer or a third party, interferes with the proper operation of the Covered System(s), Customer shall remove or replace such device or equipment promptly upon notice from Company. Failure of Customer to remove or replace the device shall constitute a material breach of this Agreement. If Customer adds any third party device or equipment to the Covered System(s), Company shall not be responsible for any damage to or failure of the Covered System(s) caused in whole or in part by such device or equipment, 12. Reports. Where inspection and /or test services are selected, such inspection and /or test shall be completed on Company's then current Report form, which shall be given to Customer, and, where applicable, Company may submit a copy thereof to the local authority having jurisdiction. The Report and recommendations by Company are only advisory in nature and are intended to assist Customer In reducing the risk of lass to property by indicating obvious defects or impairments noted to the system and equipment inspected and /or tested. They are not intended to imply that no other defects or hazards exist or that all aspects of the Covered System(s), equipment, and components are under control at the time of inspection. Final responsibility for the condition and operation of the Covered System(s) and equipment and components lies with Customer. 13. — Availability -- and - -Cost of Steel, Plastics_ & - -Other Commuditles. Company shall not be responsible for failure to provide services, deliver products, or otherwise perform work required by this Agreement due to lack of available steel products or products made from plastics or other commodities, (i) In the event Company is unable, after reasonable commercial efforts, to acquire and provide steel products, or products made from plastics or other commodities, if required to perform work required by this Agreement, Customer hereby agrees that Company may terminate the Agreement, or the relevant portion of the Agreement, at no additional cost and without penalty. Customer agrees to pay Company in full for all work performed up to the time of any such termination. (it) If Company is able to obtain the steel products or products made from plastics or other commodities, but (ite price of any of the products has risen by more than 10% from the date of the bid, proposal or date Company executed this Agreement, whichever occurred first, then Company may pass through that increase through a reasonable price Increase to reflect increased cost of materials. 14. Confined Space. If access to confined space by Company is required for the performance of Services, Services shall be scheduled and performed in accordance with Company's then - current hourly rate, 15. Hazardous Materials, Customer represents that, except to the extent that Company has been given written notice of the following hazards prior tu the execution of this Agreement, to the best of Customer's knowledge there is no: • "Permit confined space," as defined by OSHA, • Risk of infectious disease, Need for air monitoring, respiratory protection, or other medical risk, • Asbestos, asbestos - containing material, formaldehyde or other potentially toxic or otherwise hazardous material contained in or on the surface of the floors, walls, ceilings, insulation or other structural components of the area of any building where work is required to be performed under this Agreement All of the above are hereinafter referred to as "Hazardous Conditions ", Company shall have the right to rely on the representations listed above, If hazardous conditions are encountered by Company during the course of Company's work, the discovery of such materials shall constitute an event beyond Company's control and Company shall have no obligation to further perform in the area where the hazardous conditions exist until the area has been made safe by Customer as certified in writing by an independent testing agency, and Customer shall pay disruption expenses and re- mobilization expenses as determined by Company.This Agreement does not provide for the cost of capture, containment or disposal of any hazardous waste materials, or hazardous materials, encountered in any of the Covered Systems) scatter during performance of the Services. Said materials shall at all times remain the responsibility and property of Customer. Company shall not be responsible for the testing, removal or disposal of such hazardous materials 10. Remote Service. if Customer selects Remote Service, Customer understands and agrees that, while Remote Service provides for communication regarding Customer's fire alarm system to Company via the Internet, Remote Service does not constitute monitoring of the system and Customer understands that Remote Service does not provide for Company to contact the fire department or other authorities in the event of a fire alarm. The Customer understands that If it wishes to receive monitoring of its fire alarm system and notification of the fire department or other authorities in the event of a fire alarm, it must select monitoring services as a separate service under this Agreement. CUSTOMER FURTHER UNDERSTANDS AND AGREES THAT THE TERMS OF SECTION f7.F OF THIS AGREEMENT APPLY TO REMOTE SERVICE. 17. Monitoring Services. If Customer has selected Monitoring services, the following shall apply to such services: A. Alarm Monitoring Service. Customer agrees and acknowledges that Company's sole and only obligation under this Agreement shall be to provide alarm monitoring, notification, and /or Runner services as set forth in this Agreement and to endeavor to notify the party(ies) identified by Customer on the Contact/Call List ( "Contacts ") and /or Local Emergency Dispatch Numbers for responding authorities, Upon receipt of an alarm signal, Company may, at our sale discretion, attempt to notify the Contacts to verify the signal is not false. If we fail to notify the Contacts or question the response we receive, we will attempt to notify the responding authority. In the event Company receives a supervisory signal or trouble signal, Company shall endeavor to promptly notify one of the Contacts. Company shall not be responsible far a Contact's or responding authority's refusal to acknowledge /respond to Company's notifications of receipt of an alarm signal, nor shall Company be required to make additional notifications because of such refusal. The Contacts are authorized to act on Customer's behalf and, if so designated on the Contact/Call List, are authorized to cancel an alarm prior to the notification of authorities. Customer understands that local laws, ordinances or policies may restrict Company's ability to provide the alarm monitoring and notification services described in this Agreement and /or necessitate modified or additional services and related charges to Customer. Customer understands that Company may employ a number of Industry- recognized measures to help reduce occurrences of false alarm signal activations. These measures may include, but are not limited lo, Implementation of industry- recognized default settings; implementation of "partial clear time bypass" procedures at our alarm monitoring center and other similar measures at our sole discretion from time to time. "THESE MEASURES CAN RESULTIN"NO ALARM SIGNAL BEINO" SENT FROM AN ALARM ZONE IN CUSTOMER'S PREMISES AFTER THE INITIAL ALARM ACTIVATION UNTIL THE ALARM SYSTEM IS MANUALLY RESET. Upon receiving notification from Company that a Are or gas detection (e.g. carbon monoxide) signal has been received, the responding authority may forcibly enter the premises. Cellular radio unit test supervision, if provided under this Agreement, provides only the status of the cellular radio un!Vs current signaling ability at the time of the test communication based on certain programmed intervals and does not serve to detect the potential loss of radio service at the time of an actual emergency event. Company shall not be responsible to provide monitoring services under this Agreement unless and until the communication link between Customer's premises and Company's Monitoring Center has been tested, SUCH SERVICES ARE PROVIDED WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, B Limitation of Liability; Limitations of Remedy. Customer understands that Company offers several levels of Monitoring Services and that the level described has been chosen by Customer after considering and balancing various levels of protection afforded and their related costs. It Is understood and agreed by the Customer that Company Is not an insurer and that insurance coverage, If any, shall be obtained by the Customer and that amounts payable to Company hereunder are based upon the value of the Monitoring Services and the scope of liability set forth In this Agreement and are unrelated to the value of the Customer's property and the property of others located on the premises. Customer agrees to look exclusively to the Customer's Insurer to recover for Injuries or damage in the event of any loss or Injury and that Customer releases and waives all right of recovery against Company arising by way of subrogation, Company makes no guaranty or Warranty, including any implied warranty of merchantability or fitness for a particular purpose that equipment or services supplied by Company will detect or avert occurrences or the consequences there from that the equipment or service was designed to detect or avert. It is Impractical and extremely difficult to fix the actual damages, if any, which may proximately result from failure on the part of Company to perform any of its monitoring obligations under this Agreement. Accordingly, Customer agrees that, Company shall be exempt from liability for any loss, damage or Injury arising directly or Indirectly from occurrences, or the consequences there from, which the equipment or service was designed to detect or avert, Should Company be found liable for any loss, damage or Injury arising from a failure of the equipment or service in any respect, Company's liability with respect to Monitoring Services shall be the lesser of the annual fee for Monitoring Services allocable to the site where the Incident occurred or two thousand five hundred ($2,500) dollars, Such sum shall be complete and exclusive. If Customer desires Company to assume greater liability, the parties shall amend this Agreement by attaching a rider setting forth the amount of additional liability and the additional amount payable by the Customer for the assumption by Company of such greater liability, provided however that such rider shall in no way be Interpreted to hold Company as an Insurer. SG0001 US.ENG (Rev. 1212010) Page 6 of 8 O 2010 Simplext3rinnell LP. All rights reserved IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM ANY SERVICING, ALTERATIONS, MODIFICATIONS, CHANGES, OR MOVEMENTS OF THE COVERED SYSTEM(S), AS HEREINAFTER DEFINED, OR ANY OF ITS COMPONENT PARTS BY THE CUSTOMER OR ANY THIRD PARTY. COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM THE USE, LOSS OF THE USE, PERFORMANCE, OR FAILURE OF THE COVERED SYSTEM(S) TO PERFORM. The limitations of liability set forth In this Agreement shall Inure to the benefit of all parents, subsidiaries and affiliates of Company, whether direct or indirect, Company's employees, agents, officers and directors. C, Indemnity, Insurance. Customer agrees to indemnify, hold harmless and defend Company against any and all losses, damages, costs, including expert fees and costs, and expenses including reasonable defense costs, arising from any and all third Cady claims for personal injury, death, property damage or economic loss, arising In any way from any act or omission of Customer or Company relating In any way to the Monitoring Services provided under this Agreement, whether such claims are based upon contract. warranty, tort (including but not limited to active or passive negligence), strict liability or otherwise. Company reserves the right to select counsel to represent it in any such action. Customer shall name Company, its officers, employees, agents, subcontractors, suppliers, and representatives as additional insureds on Customer's general liability and auto liability policies. D, No modification. Modification to Sections 17 B or C may only be made by a written amendment to this Agreement signed by both parities specifically referencing Section 17 B and /or C. and no such amendment shall be effective unless approved by the manager of Company's Central Monitoring Center. E. Customer's Duties. In addition to Customer's duty to indemnify, defend, and hold Company harmless pursuant to this Section 17; 1, Customer agrees to furnish the names and telephone numbers of all persons authorized to enter or remain on Customer's premises and/or that should be notified in the event of an alarm (the Comact/Cail List). and Local Emergency Dispatch Numbers and provide all changes, revision and modifications to the above to Company in writing in a timely manner, Customer must ensure that all such persons are authorized and able to respond to such notification. Ii, Customer shall carefully and properly test and set the system immediately prior to the securing of the premises and carefully test the system in a manner prescribed by Company during the term of this Agreement. Customer agrees that it is responsible for any losses or damages due to malfunction, miscommunication or failure of Customer's system to accurately handle, process or communicate date data. If any defect in operation of the System develops, or in the event of a power failure, Interruption of telephone service, or other interruption at Customer's premises of signal or data transmission through any media, Customer shall notify Company immediately. If spacelinterior protection (i.e. ultrasonic, microwave, infrared, etc.) is part of the System, Customer shall walk lest the system in the manner recommended by Company. Ili, When any device or protection is used, including, but not limited to, space protection, which may be affected by turbulence of air, occupied airspace change or other disturbance, forced air heaters, air conditioners, horns, bells, animals and any other sources of air turbulence or movement which may interfere with the effectiveness of the System during closed periods while the alarm system is on, Customer shalt notify Company iv. Customer shall promptly reset the System after any activation. v. Customer shall notify Company regarding any remodeling or other changes to the protected premises that may affect operation of the system. vi. Customer shall cooperate with Company in the installation, operation and /or maintenance of the system and agrees to follow all instructions and procedures which may be prescribed for the operation of the system, the rendering of services and the provision of security for the premises. vii. Customer shall pay all charges made by any telephone or communications provider Company or other utility for Installation, leasing, and service charges of telephone tins connecting Customer's premises to Company. Customer acknowledges that alarm signals from Customer's premises to Company are transmitted over Customer's telephone or Other transmission service and that in the event the telephone or other transmission service is out of order, disconnected, placed on "vacation ", or otherwise interrupted, signals from Customer's alarm system will not be received by Company, during any such interruption in telephone or other transmission service and the interruption will not be known to Company. Customer agrees that in the event the equipment or system continuously transmits signals reasonably determined by Company to be false and /or excessive in number, Customer shall be subject to the additional costs and fees Incurred by Company in the receiving and/or responding to the excessive signals and /or Company may at its sole discretion terminate this Agreement with respect to Monitoring Services upon notice to Customer. F. Communication Facilities. i. Authorization, Customer authorizes Company, on Customer's behalf, to request services, orders or equipment from a telephone company, wireless carrier or other company providing communication facilities, signal transmission services or facilities under this Agreement (referred to as " Communication Company). Should any third party service, equipment or facility be required to perform the Monitoring services set forth in this SG0001 US.ENG (Rev. 12/2010) Page Agreement, and should the same be terminated or become otherwise unavailable or impracticable to provide, Company may terminate Monitoring services upon notice to Customer. IL Digital Communicator. Customer understands that a digital communicator (DACT), if installed under this Agreement, uses traditional telephone lines for sending signals which eliminate the need for a dedicated telephone line and the Costs associated with such dedicated lines. III. Derived Local Channel, The Communication Company's services provided to Customer in connection with the Services may include Derived Local Channel service. Such service may be provided under the Communication Company's service marks or service names. These services include providing lines, signal paths, scanning and transmission. Customer agrees that the Communication Company's liability is limited to the same extent Company's liability is limited pursuant to this Section 17. Iv. CUSTOMER UNDERSTANDS THAT COMPANY WILL NOT RECEIVE ALARM SIGNALS WHEN THE TELEPHONE LINE OR OTHER TRANSMISSION MODE IS NOT OPERATING OR HAS BEEN CUT, INTERFERED WITH OR IS OTHERWISE DAMAGED OR IF THE ALARM SYSTEM IS UNABLE TO ACQUIRE, TRANSMIT OR MAINTAIN AN ALARM SIGNAL OVER CUSTOMER'S TELEPHONE SERVICE FOR ANY REASON INCLUDING NETWORK OUTAGE OR OTHER NETWORK PROBLEMS SUCH AS CONGESTION OR DOWNTIME, ROUTING PROBLEMS, OR INSTABILITY OF SIGNAL QUALITY. CUSTOMER UNDERSTANDS THAT OTHER POTENTIAL CAUSES OF SUCH A FAILURE OVER CERTAIN TELEPHONE SERVICES (INCLUDING OUT NOT LIMITED TO SOME TYPES OF DSL, ADSL, VOIP, DIGITAL PHONE, INTERNET PROTOCOL BASED PHONE OR OTHER INTERNET - INTERFACE -TYPE SERVICE OR RADIO SERVICE, INCLUDING CELLULAR OR PRIVATE RADIO, ETC. (" NON-TRADITIONAL TELEPHONE SERVICE ")) INCLUDE BUT ARE NOT LIMITED TO: (1) LOSS OF NORMAL ELECTRIC POWER TO CUSTOMER'S PREMISES (THE BATTERY BACK -UP FOR THE ALARM PANEL DOES NOT POWER TELEPHONE SERVICE); AND (2) ELECTRONICS FAILURES SUCH AS A MODEM MALFUNCTION. CUSTOMER UNDERSTANDS THAT __.COMPANY.._WILL .ONLY.- REVIEW— THE. ....INITIAL - COMPATIBILITY—OF- CUSTOMER'S ALARM SYSTEM WITH NON - TRADITIONAL TELEPHONE SERVICE AT THE TIME OF INITIAL CONNECTION TO COMPANY'S MONITORING CENTER AND THAT CHANGES IN CUSTOMER'S TELEPHONE SERVICE'S DATA FORMAT AFTER THE INITIAL REVIEW OF COMPATIBILITY COULD MAKE CUSTOMER'S TELEPHONE SERVICE UNABLE TO TRANSMIT ALARM SIGNALS TO COMPANY'S MONITORING CENTERS. IF COMPANY DETERMINES IN ITS SOLE DISCRETION THAT IT IS COMPATIBLE, COMPANY WILL PERMIT CUSTOMER TO USE NON- TRADITIONAL TELEPHONE SERVICE AS THE SOLE METHOD OF TRANSMITTING ALARM SIGNALS, ALTHOUGH CUSTOMER UNDERSTANDS THAT COMPANY RECOMMENDS THE USE OF AN ADDITIONAL BACK -UP METHOD OF COMMUNICATION TO CONNECT CUSTOMER'S ALARM SYSTEM TO THE MONITORING CENTER REGARDLESS OF THE TYPE OF TELEPHONE SERVICE USED. CUSTOMER ALSO UNDERSTANDS THAT IF COMPANY DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S NON- TRADITIONAL TELEPHONE SERVICE IS OR LATER BECOMES NON - COMPATIBLE, OR IF CUSTOMER CHANGES TO ANOTHER NON - TRADITIONAL TELEPHONE SERVICE THAT IS NOT COMPATIBLE, THEN COMPANY REQUIRES THAT CUSTOMER USE AN ALTERNATE METHOD OF COMMUNICATION ACCEPTABLE TO COMPANY AS THE PRIMARY METHOD TO CONNECT CUSTOMER'S ALARM SYSTEM TO THE MONITORING CENTER. CUSTOMER UNDERSTANDS THAT TRANSMISSION OF Effi ALARM I NA S av MEnu OTH R THAN A TRADITIONAL TELEPHONE LINE MAY NOT BE IN COMP IAN F WITH FIRE ALARM STANDARDS OR SOME LOCAL FIRE CODES AND THAT IT IS CUSTOMER'S OBLIGATION TO COMPLY WITH SUCH STANDARDS AND CODES CUSTOMER ALSO UNDERSTANDS THAT IF THE ALARM SYSTEM HAS A LINE CUT FEATURE, IT MAY NOT BE ABLE TO DETECT IF A NON-TRADITIONAL TELEPHONE SERVICE LINE IS CUT OR INTERRUPTED, AND THAT COMPANY MAY NOT BE ABLE TO PROVIDE CERTAIN AUXILIARY MONITORING SERVICES THROUGH A NON - TRADITIONAL TELEPHONE LINE OR SERVICE. CUSTOMER FURTHER UNDERSTANDS THAT THE ALARM PANEL MAY BE UNABLE TO SEIZE THE PHONE LINE TO TRANSMIT AN ALARM SIGNAL IF ANOTHER CONNECTION IS OFF THE HOOK DUE TO IMPROPER CONNECTION OR OTHERWISE. G. Verification; Runner Service. Some jurisdictions may require alarm verification by telephone or on -site verification (Runner Service) before dispatching emergency services. In the event that a requirement of alarm verification becomes effective after the date of this Agreement, such services maybe available elan additional charge. Company shall not behold [table for any delay or failure of dispatch of emergency services arising from such verification. Where Runner Service is indicated, such services may be provided by a third party. COMPANY WILL NOT ARREST OR DETAIN ANY PERSON, H. Personal Emergency Response Service. if Customer has selected Personal Emergency Response Services, Customer agrees that the very nature of Personal Emergency Response Services, irrespective crony delays, involves uncertainty, risk and possible serious injury, disability or death, for 7 of S © 2010 SimplexGrinnell LP. All rights reserved which Company should not under any circumstances be held responsible or liable; [hat the equipment furnished for Personal Emergency Response Services is not foolproof and may experience signal transmission failures or delays for any number of reasons, whether or not our fault or under Company's control; that the actual fine required for medical emergency providers to arrive at the premises and /or to transport any person requiring medical attention is unpredictable and that many contributing factors, including but not limited to such things as telephone network operation. distance, weather, road and traffic conditions, alarm equipment function and human factors, both with responding authorities and with Company, may affect response 18. Limited Warranty. COMPANY WARRANTS THAT ITS WORKMANSHIP AND MATERIAL, EXCLUDING MONITORING SERVICES, FURNISHED UNDER THIS AGREEMENT WILL BE FREE FROM DEFECTS FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF FURNISHING. Where Company provides product or equipment of others, Company will warrant the product or equipment only to the extent warranted by such third party. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS OR EQUIPMENT, IF ANY, SUPPORTED HEREUNDER. COMPANY MAKES NO WARRANTY OR REPRESENTATION, AND UNDERTAKES NO OBLIGATION TO ENSURE BY THE SERVICES PERFORMED UNDER THIS AGREEMENT, THAT COMPANY'S PRODUCTS OR THE SYSTEMS OR EQUIPMENT OF THE CUSTOMER WILL CORRECTLY HANDLE THE PROCESSING OF CALENDAR DATES BEFORE OR AFTER DECEMBER 31,1999. 19. Taxes, Fees, Fines, Licenses, and permits. Customer agrees to pay all sales tax, use tax, property tax, utility tax and other taxes required in connection with the equipment and services listed, including telephone company line charges, if any. Customer shall comply with all laws and regulations relating to the equipment and its use and shall promptly pay when due all sales, use property, excise and other taxes and all permit, license and registration fees now or hereafter imposed by any government body or agency upon the equipment or its use. Company may, without notice, obtain any required permit, license or registration for Customer at Customer's expense and charge a fee for this service. If Customer fails to maintain any required licenses or permits, Company shall not be responsible for performing the services and may terminate the services without notice to Customer. 20. Outside Charges. Customer understands and accepts that Company specifically denies any responsibility for charges associated with the notification or dispatching of anyone, including but not limited to fire department, police department, paramedics, doctors, or any other emergency personnel, and if there are any charges incurred as a result of said notification or dispatch, said charges shall be the responsibility of Customer. 21. Insurance. Customer shall name Company, its officers, employees, agents, subcontractors, suppliers, and representatives as additional insureds on Customer's general liability and auto liability policies. 22. Waiver of Subrogation. Customer does hereby for itself and all other parries claiming under it release and discharge Company from and against all hazards covered by Customer's insurance, R being expressly agreed and understood that no insurance company or insurer will have any right of subrogation against Company. 23. Force Majeure, Exclusions. Company shall not be responsible for delays, Interruption or failure to render services due to causes beyond its control, Including but not limited to material shortages, work stoppages, fires, civil disobedience or unrest, severe weather, fire or any other cause beyond the control of Company. This Agreement expressly excludes, without limitation, provision of fre watches; reloading of, upgrading, and maintaining computer software; making repairs or replacements necessitated by reason of negligence or misuse of components or equipment or changes to Customer's premises; vandalism; power failure; current fluctuation; failure due to non - Company installation: lightning, electrical storm, or other severe weather; water, accident; fire; acts of Gad; testing inspection and repair of duct detectors, beam detectors, and UVAR equipment; provision of fire watches; erasing of ice blockage; draining of improperly pitched piping; baftaries; recharging of chemical suppression systems; reloading of, upgrading, and maintaining computer software; corrosion (including but not limited to micro - bacterially Induced corrosion ( "MIC" ))t cartridges greater that 16 grams; gas valve installation; or any other cause external to the Covered. System(s) and Company shall not be required to provide Service while interruption of service due to such causes shall continue. This Agreement does not cover and specifically excludes system upgrades and the replacement of obsolete systems, equipment, components or parts. All such services may be provided by Company at Company's sole discretion at an additional charge. If Emergency Services are expressly included in the Service Solution, the Agreement price does not include travel expenses. 24. Delays. Company shall have no responsibility or liability to Customer or any other person for delays in the installation or repair of the System or the performance of our Services regardless of the reason, or for any resulting consequences. 25. Termination. Company may terminate this Agreement Immediately at its sole discretion upon the occurrence of any Event of Default as hereinafter defined. Company may also terminate this Agreement at its sole discretion upon notice to Customer if Company's code nnance of its obligations under this Agreement becomes impracticable clue to obsolescence of equipment at Customer's premises or unavailability of parts. 26. No Option to Solicit. Customer shall not, directly or indirectly, on its own behalf or on behalf of any other person, business, corporation or entity, solicit or employ any Company employee, or induce any Company employee to leave his or her employment with Company, for a faded of Iwo years after the termination of this Agreement. 27, Default. An Event of Default shall include 1) any full or partial termination of this Agreement by Customer before the expiration of the then - current Term, 2) failure of the Customer to pay any amount within ten (10) days after the amount is due and payable, 3) abuse of the System or the Equipment, 4) failure by Customer to observe, keep or perform any term of this Agreement; 5) dissolution, termination. discontinuance, insolvency or business failure of Customer, Upon the occurrence of an Event of Default, Company may pursue one or more of the following remedies, 1) discontinue furnishing Services, 2) by written notice to Customer declare the balance of unpaid amounts due and to become due under the this Agreement to be Immediately due and payable, provided that all past duo amounts shall bear Interest at the rate of 1 'S % per month (18% per year) or the highest amount permitted by law, 3) receive immediate possession of any equipment for which Customer has not paid. 4) proceed at law or equity to enforce performance by Customer or recover damages for breach of this Agreement, and 5) recover all costs and expenses, including without limitation reasonable attorneys' fees, in connection with enforcing or attempting to enforce this Agreement. 28. One-Year Limitation on Actions; Choice of Law. It is agreed that no suit, or cause of action or other proceeding shall be brought against either party more than one (1) year after the accrual of the cause of action or one (1) year after the claim arises, whichever is shorter, whether known or unknown when the claim arises or whether based on tort, Agreement, or any other legal theory. The laws of Massachusetts shall govern the validity, enforceability, and interpretation of this Agreement. 29. Assignment. Customer may not assign this Agreement without Company's prior written consent. Company may assign this Agreement without obtaining Customer's consent. --- --- - -- — -- 30. Entire Agreement. The parties intend this Agreement, together with any attachments or Riders (collectively the "Agreement) to be the final, complete and exclusive expression of their Agreement and the terms and conditions thereof. This Agreement supersedes all prior representations, understandings or agreements between the parties, written or oral, and shell constitute the sole terms and conditions relating to the Services. No waiver, change, or modification of any terms or conditions of this Agreement shall be binding on Company unless made in writing and signed by an Authorized Representative of Company. 31, Headings. The headings in this Agreement are for convenience only. 32. Severabilgy. If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, this Agreement will continue to be valid as to the other provisions and the remainder of the affected provision. 33. Electronic Media. Customer agrees that Company may scan, image or otherwise convert this Agreement Into an electronic format of any nature, Customer agrees that a copy of this Agreement produced from such electronic format is legally equivalent to the original for any and all purposes, including litigation. Customer agrees that Company's receipt by fax of the Agreement signed by Customer legally binds Customer and such fax copy is legally equivalent to the original for any and all purposes, including litigation. 34. Legal Fees. Company shall be entitled to recover from the Customer all reasonable legal fees incurred in connection with Company enforcing the terms and conditions of this Agreement. 35. License Information (Security System Customers): AL Alabama Electronic Security Board of Licensure 7956 Vaughn Road, PMB 392, Montgomery, Alabama 36116 (334) 264 -9388: AR Regulated by: Arkansas Board of Private Investigators and Private Security Agencies. #1 State Police Plaza Drive, Little Rock 72209 (501)618 -8600: CA Alarm company operators are licensed and regulated by the Bureau of Security and Investigative Services, Department of Consumer Affairs, Sacramento, CA, 95814. Upon completion of the installation of the alarm system, the alarm company shall thoroughly instruct the purchaser in the proper use of the alarm system. Failure by the licensee, without legal excuse, to substantially commence work within 20 days from the approximate date specified in the agreement when the work will begin is a violation of the Alarm Company Act: NY Licensed by the N.Y.S. Department of the State: TX Texas Commission on Private Security, 5805 N. Lamar Blvd., Austin, TX 78752-4422, 512 -424 -7710. License numbers available at www.simplexgrinnell.com or contact your local SimplexGrinnell office. SG0001 US.ENG (Rev. 12/2010) Page 8 of 8 D 2010 SimplexGrinnell LP. All rights reserved CERTIFICATE OF LIABILITY INSURANCE I DATE 9/t18/2013 Y' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: ghavna Chauhan Marsh USA Inc. PH t (212) 345 -8735 FA NO: (212) 948 -8852 ONE 1166 Avenue of the Americas E -MAIL New York, NY 10036 1) �y /��y�+p� p r�,y� ADDRESS: Please see bottom of 2nd page APPROVED y ED AS L O P N_A`�N, INSURERS AFFORDING COVERAGE NAIC 9 INSURED SimplexGrinnell LP 12728 Shoemaker Avenue Santa Fe Springs, CA 90670 United Slates Laura A. Rossini Assistant City Attorney INSURER A: ACE American Insurance Company 122667 INSURER B: Indemnity Insurance Company of North America 143575 COVERAGES CERTIFICATE NUMBER: 1132438 -A REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILT SANTA ANA, 92710 ADDL SUD United States R TYPE OF INSURANCE y!?aP POLICY NUMBER MMI�IDY/YYYY MMIDDYM VPi LIMITS A GENERAL LIABILITY X X HDO G27326699 (Primary GL) 10/1/2013 10/1/2014 EACH OCCURRENCE $ $1,000,000.00 PREMISES Eaoccur ante $ $1,000,000.00 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR MED EXP (Any one person) $ $10,000.00 PERSONAL &ADV INJURY $ $1,000,000.00 OWNERS& CONTRACTOR'S PROT GENERAL AGGREGATE $ $2,000,000.00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGO $ $2,000,000.00 X POLICY "' FLOG $ A AUTOMOBILE LIABILITY X X ISA H0872264A (All Other States) 10/1/2013 10/1/2014 COMBINED SINGLE LIMIT Ea accident $1,000,000.00 BODILY INJURY (Per person) $ A X ANYAUTO ISA H08722687(NH)(Primary AL) 10/112013 1011/2014 ALL OWNED SCHEDULED BODILY INJURY (Per accitlenp $ AUTOS AUTOS PROPERTY DAMAGE $ X` X NON -OWNED HIRED AUTOS AUTOS Per accident NEW HAMPSHIRE CSL ) $ $250,000.00 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE PRODUCTS- $ EXCESS LIAB CLAIMS -MADE DED RETENTION$ NEW HAMPSHIRE (CSL) $ A WORKERS COMPENSATION X SCF 047323 (WI Only) 10/1/2013 10/1/2014 WC STATU- OTH- X T RV LIMIT E A AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNEWEXECUTIVE YIN WLR 0473234488 4 (CA, MA) 10/1/2013 1011/2014 E.L. EACH ACCIDENT $ $2,000,000.00 B OFFICERIMEMBER EXCLUDED? N❑ NIA WLR C47323447(All Other Slates) 10/1/2013 10/1/2014 E. L. DISEASE- EAEMPLOVE $ $2,000,000.00 (Mandatory In NH) ryes,descHbeunder DESCRIPTIONOFOPERATIONSbelow EL .DISEASE - POLICY LIMIT $ $2,000,000.00 B Builder's Risk /installation /Contract Works N10724429001 10/1/2013 10/1/2014 USE, $1,000,000.00 perjobsite B Rental EquipmentlContractor's Equipment N10724429001 10/1/2013 10/1/2014 LSD $1,000,000.00 perjobsite B Blanket Transit N10724429001 10/1/2013 10/1/2014 USD$1,000,000.00 per conveyance DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Add ltlonal Remarks Schedule, if more space is required) Project: City of Santa Ana its officers, employees, agents, volunteers and representatives is included as additional Insured as required by written contract, but limited to the operations of the Insured under said contract, per the applicable endorsement with respect to the General Liability and Automobile Liability policies. Please refer to attached ACORD 101 for further remarks. CERTIFICATE HOLDER CANCELLATION SANTA ANA POLICE DEPARTMENT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 60 CIVIC CENTER PLAZA THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN SANTA ANA, 92710 ACCORDANCE WITH THE POLICY PROVISIONS, United States AUTHORIZED REPRESENTATIVE y!?aP IAA' l✓ 'fMKY.mlrr MARSH USA INC, BY Ranklln Halloak, Global S.M. Jea Cav Tranei, Pm,a ©1988.2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC p: -`" ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh USA Inc. SimplexGrinnell LP 12728 Shoemaker Avenue POLICY NUMBER Santa Fe Springs, CA 90670 United States CARRIER NAIC EFFECTIVE DATE: AUUI I IUNAL KhMAHKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE REGARDING NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS: This endorsement modifies the notice of cancellation of insurance provided hereunder: Should any of the above described policies be cancelled, other than for non - payment of premium, before the expiration date thereof, 30 days advice of cancellation will be delivered to certificate holders in accordance with the policy endorsements. All other terms and conditions of this policy remain unchanged. REGARDING ADDITIONAL INSURED STATUS: In accordance with the policy provisions, SANTA ANA POLICE DEPARTMENT is included as an additional insured under this policy, as a result of any contract or agreement entered into by the named insured and SANTA ANA POLICE DEPARTMENT. In accordance with the policy provisions, coverage afforded to an additional insured will apply as primary insurance where required by contract entered into by the named insured and the SANTA ANA POLICE DEPARTMENT. Any other insurance issued to such additional insured shall apply as excess and noncontributory insurance. Other Additional Insureds: The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional Insureds ") with regard to libability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. REGARDING WAIVER OF SUBROGATION: In accordance with the policy provisions, the Waiver of Subrogation applies per contract or agreement entered into by the named insured and SANTA ANA POLICE DEPARTMENT. ApPROVEU AS TO FORM 1 w Laura A. Rossini AES'istsmt City Attorney FOR QUESTIONS REGARDING THIS CERTIFICATE OF INSURANCE CONTACT: Robert Joyner (Email: rjoyner @Bimplexgrinnell.com Phone: 562- 405 -3851) ___________________________ THIS CERTIFICATE OF INSURANCE WAS GENERATED AND DELIVERED BY EXIGIS RlskWorks®rm.Cartificamse Business Process Automation for Risk Management, Insurance, and Trade Finance To learn what EXIGIS can do for your business visit exigia, com or call 800.928.1963 ACORD 101 (2008 /01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ADDITIONAL INSURED • WHERE REQUIRED UNDER CONTRACTOR AGREEMENT Named Insured Tyco International Management Company, LLC Endorsement Number 8 Policy Symbol Policy Number Polley Period Effective Date of Endorsement HD O G27326699 1010112013 TO 10/01/2014 Issue By (Name of Insurance Company) ACE American Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS EN DORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SECTION II - WHO IS AN INSURED, is amended to include as an additional insured: Any person or organization to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of your operations, completed operations, or premises owned by or rented to you. However, the insurance provided will not exceed the lesser of: The coverage and /or limits of this policy, or • The coverage and /or limits required by said contract or agreement. PPROVED AS TO FORM (�J Laura A, Rossini Assistant City Attorney MS 24411 10113 copyright 2011 FJI Page 1 of 1 ADDITIONAL INSURED — DESIGNATED PERSONS OR ORGANIZATIONS Named Insured Tyco International Management Company, LLC Endorsement Number 2 Policy Symbol Policy Number Policy Period Effective Date of Endorsement ISA H0672264A 110/0112013 To 10101/2014 Issued By (Name of Insurance Company) ACE American Insurance Company The above Is required to be completed anly when One and orsernent Is Issued subsequent to the preparation of Me pollay. THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. This endorsement modifies Insurance provided under the following: BUSINESS AUTO COVERAGE FORM TRUCKERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM GARAGE COVERAGE FORM EXCESS BUSINESS AUTO COVERAGE FORM EXCESS TRUCKERS COVERAGE FORM Additional Insured(s): Any person or organization whom you have agreed to include as an additional Insured under a written contract, provided such contract was executed prior to the date of loss. A. For a covered "auto," Who Is Insured Is amended to include as an "Insured," the persons or organizations named In this endorsement. However, these persons or organizations are an 'Insured" only for "bodily Injury" or "property damage" resulting from acts or omissions of: 1. You. 2. Any of your "employees" or agents. 3. Any person operating a covered "auto" with permission from you, any of your "employees" or agents. B. The persons or organizations named in this endorsement are not liable for payment of your premium. AP ROVE➢? AS0 F'Oi„iva. Laura A. Rossini Assistant City Attorney -tat a-A-, Aut orized Represantetiva DA•9U74a (04111) Page 1 of 1 POLICY NUMBER: ISA H0872264A Endorsement Number: 1 COMMERCIAL AUTO CA 04 44 0310 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies Insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. This endorsement changes the policy effective on the Inception date of the policy unless another date Is Indicated below. Named Insured: Tyco International Management Company, LLC Endorsement Effective Date: SCHEDULE Names Of Persons Or Organization(s): Any person or organization against whom you have agreed to waive your right of recovery In a written contract, provided such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown In the Declarations, The Transfer Of Rights Of Recovery Against Oth- ers To Us Condition does not apply to the person(s) or organization(s) shown In the Schedule, but only to the extent that subrogation Is waived prior to the "ac- cident" or the "loss" under a contract with that person or organization. ',',D AS T4 FORM - °aur,, A. Rossini " t.t, Attorney CA 04 44 0310 0 Insurance Services Office, Inc., 2009 Page 1 of 1 13 POLICY NUMBER: HDO 027326699 Endorsement Number: 5 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization, Any person or organization to whom you become obligated to waive your rights of recovery against, under any contract or agreement you enter Into prior to the occurrence of loss. to The following Is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown In the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and Included In the "products - completed operations hazard ". This waiver applies only to the person or organization shown in the Schedule above. A7PROVIED AS 11 FORM Olt La"ra A. Rossini Assistant City Attorney CG 24 04 05 09 0 Insurance Services Office, Inc., 2008 Page 1 of 1 ACil CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDmYY) L i 12/5/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Cindy Stathos, Michael Stastny, or Terryn Castanon NAME: Marsh USA Inc. PHSNN Ex : (644) 892 -0092 FAX NO: 1166 Avenue of the Americas �s���y— �0 E -MAIL New York, NY 10036 ADDRESS: Please see bottom of Cod page INSURER A: ACE American Insurance Company 22667 INSURED INSURER B: ACE Fire Underwriters Insurance Company 20702 SimplexGrinnell LP INSURER C: Indemnity Insurance Company of North America 43575 12728 Shoemaker Avenue Santa Fe Springs, CA 90670 United States COVERAGES CERTIFICATE NUMBER: 1369613 -A REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE Imp SU a POLICY NUMBER POLICY SEE MMIODIWYYY LIMITS • X COMMERCIAL GENERAL LIABILITY C LAIMS -MADE OCCUR X X HDO G27337818 1011/2014 1011/2015 EACH OCCURRENCE $ $1,000,000.00 DAMAGES Ea occ ED PREMISES Ea occurrence $ $1,000,000.00 MED EXP(Any one person) $ $10,000.00 OWNERS & CONTRACTOR'S PROT X PROFESSIONAL LIABILITY PERSONAL &ADV INJURY $ $1,000,000.00 AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ $2,000,000.00 GEN'L X POLICY JECOT � LOG PRODUCTS - COMPIOP AGG $ $2,000,000.00 $ OTHER: • AUTOMOBILELIABILITY X X ISA H08828362 (All Other States) 10/1/2014 10/1/2015 COMBINED SINGLE LIMIT Ea accident $ $1,000,000.00 A ANY AUTO ISA H08828374 (MIT) 10/1/2014 10/1/2015 BODILY INJURY(PerpmmH $ NX ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per eccldent $ X NON -OWNED HIRED AUTOS AUTOS NEW HAMPSHIRE(CSL) $ $250,000.00 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE PRODUCTS- $ EXCESS LIAB CLAIMS -MADE DED RETENTIONS NEW HAMPSHIRE (CSL) $ A B C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN OFFICER/MEMBER EXCLUDED ?ECUnvE N❑ (Mandl in NH) NIA X MA CA, AZ, WLR 048018737 ( ) SIDE 048018749 (WI) VVLR C48018725 (All Other States) 10/1/2014 10/1/2014 10/t/2014 10/1/2015 10/1/2015 10/1/2015 X T STATUTE PER O ER H- E.L EACH ACCIDENT $ $2,000,000.00 E.L DISEASE - EA EMPLOYEE $ $2,000,000.00 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1 $ $2,000,000.00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD101, Additional Remarks SChedule,maybeatme hedifinerespeceisrequired) Project: City of Santa Ana its officers employees, agents, volunteers and representatives is included as additional insured as required by written contract, but limited to the operations of the Insured under said contract, per the applicable endrsement with respect of the General Liability and Automobile Liability policies. Please refer to attached ACORD 101 for further remarks. CFRTIFICATF HOI ri CANCFI I GTION Y f SANTA ANA POLICE DEPARTMENT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 60 CIVIC CENTER PLAZA THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN SANTA ANA, 92710 ACCORDANCE WITH THE POLICY PROVISIONS. United States AUTHORIZED REPRESENTATIVE fd MARSH USA INC, BY Jselca Cullen CasuaIN Pm ,a © 88 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD me and to ar registered s of ACORD PAO ✓A4,, AGENCY CUSTOMER IO: LOC #: A ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED SimplexGrinnell LP Marsh USA Inc. 12728 Shoemaker Avenue Santa Fe Springs, CA 90670 POLICY NUMBER United States CARRIER NAIC EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE REGARDING NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS: This endorsement modifies the notice of cancellation of insurance provided hereunder Should any of the above described policies be cancelled, other than for non- payment of premium, before the expiration date thereof, 30 days advice of cancellation will be delivered to certificate holders in accordance with the policy endorsements. All other terms and conditions of this policy remain unchanged. REGARDING ADDITIONAL INSURED STATUS: In accordance with the policy provisions, SANTA ANA POLICE DEPARTMENT is included as an additional insured under this policy, as a result of any contract or agreement entered into by the named insured and SANTA ANA POLICE DEPARTMENT. In accordance with the policy provisions, coverage afforded to an additional insured will apply as primary insurance where required by contract entered into by the named insured and the SANTA ANA POLICE DEPARTMENT. Any other insurance issued to such additional insured shall apply as excess and noncontributory insurance. Other Additional Insureds: The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California, 92701, its officers, employees, agents, voluteers and representatives REGARDING WAIVER OF SUBROGATION: In accordance with the policy provisions, the Waiver of Subrogation applies per contract or agreement entered into by the named insured and SANTA ANA POLICE DEPARTMENT. FOR QUESTIONS REGARDING THIS CERTIFICATE OF INSURANCE CONTACT: Carolina Vega (Email: cavega @simplexgrinnell.com Phone: 562- 405 -3800) ACORD 101 120011/011 THIS CERTIFICATE OF INSURANCE WAS GENERATED AND DELIVERED BY EXIGIS RiskWorks® rm.C.01ficatese Business Process Automation for Risk Management, Insurance, and Trade Finance The ACORD name and logo are registered marks of ACORD rin h }c rumnrnd ADDITIONAL INSURED • WHERE REQUIRED UNDER CONTRACTOR AGREEMENT Named Inadtad Tyco Intarnatfonal Management Company, LLC Endowment Number 4 Policy Symbol I Policy Number Polley Pedad EffecGva Data of Endorsement HDO JG273a7811B I 10/0112014 TO 10101/2015 Issue By (Name of Insurance Company) AGE American Insuranoe Company THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING; COMMERCIAL GENERAL LIABILITY COVERAGE FORM SECTION II -- WHO IS AN INSUM, is amended to include as an additional insured; Any person or organization to whom you become obligated to include as an additional Insured under this policy, as a result of any contract or agreement you enter into which xequixes you to furnish insurance to that pexaon or organization of the type provided by this policy, but only with respect to liability arising out of your operations, completed operations, or premises owned by or rented to you, However, the insurance provided will not exceed the lesser of + The coverage and /or limits of this policy, or + The coverage and /or limits required by said contract or agreement. MS 24411 10113 copyright 2o1I M Page 1 of 1 POLICY NUMBER: HDO 627337818 Endorsement Number: 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART The following Is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance Is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2)You have agreed In writing in a contract or agreement that this Insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG 20 01 04 13 O Insurance Services Office, Inc., Page 1 of 1 NON - CONTRIBUTORY ENDORSEMENT FOR ADDITIONAL INSUREDS Named Insur Tyco International Management Company, LLC Shdorsomont Number a Polloy Symbol Pol4oy umber polls "cy Peilod Effective Date of Endorsement 18A H08828362 10/01/2014 TO 10101(2015 Issued By (Name of fnsuranoe Company) ACE American Insurance Company Insert the polloy humbsr, The ramalnder of the Information Is to be complalod only when this endoreement Is issued suheaquant to the preparallon of the polloy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM 90Jye u e OYdenIzatlon Additional Insured Endorsement (If no Informatlon fs filled in, the schedule shall read, All persons or entitles added as additonal insureds in rough an endwsoment with the term Adalhonal Insured' In fh6We) For organizations that are listed In the Schedule above that are also an Additional Insured under an endorsement attached to this policy, the following Is added to the Other Insurance Condition under General Conditions; If other Insurance Is available to an Insured we cover under any df the endorsements listed or described above (the "Additional insured ") for a loss we cover under this policy, this insurance will apply to such loss on a primary basis and we will not seek contribution from the other insurance availabletc the Additional Insured. 94 Authorized Represehtative DA-21888a (04111) Page 1 of 1 POLICY NUMBER: HDQ G27337818 Endorsement Number: 3 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown In the Declarations. The following is added to Paragraph S. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and Included In the "products - completed operations hazard ". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 Workers' Compensation and Employers' Liability Policv Named Insured Endorsement Number TYCO INTERNATIONAL MANAGEMENT COMPANY, LLC 9 ROSZEL ROAD Policy Number PRINCETON NJ 08540 S mbol: WLR Number: C48018725 Policy Period Effective Date of Endorsement 10 -01 -2014 TO 10 -01 -2015 10 -01 -2014 Issued By (Name of Insurance Company) INDEMNITY INSURANCE CO. OF NORTH AMERICA Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY IN A WRITTEN CONTRACT, PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS. For the states of CA, UT, TX, refer to state specific endorsements. This endorsement is not applicable in KY, NH, and NJ. Authorized Agent WC 00 03 13 (11/05) Copyright 1982 -83, National Council on Compensation Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number TYCO INTERNATIONAL MANAGEMENT COMPANY, LLC 9 ROSZEL ROAD Policy Number PRINCETON NJ 08540 Symbol: WLR Number: C48018725 Policy Period Effective Date of Endorsement 10 -01 -2014 TO 10 -01 -2015 10 -01 -2014 Issued By (Name of Insurance Company) INDEMNITY INSURANCE CO. OF NORTH AMERICA Insert the olic number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the polic TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Specific Waiver Name of person or organization: X ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be 2,0 percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4, Advance Premium: $0 95�� Autlwrized Agent WC 420304A (1 /00) No. in U.S.A. Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number TYCO INTERNATIONAL MANAGEMENT COMPANY, LLC 9 ROSZEL ROAD Policy Number PRINCETON NJ 08540 Symbol: WLR Number: C48018725 Policy Period Effective Date of Endorsement 10 -01 -2014 TO 10 -01 -2015 10 -01 -2014 Issued By (Name of Insurance Company) INDEMNITY INS, CO. OF NORTH AMERICA Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. UTAH WAIVER OF SUBROGATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Utah is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from u s.) This agreement shall not operate directly or indirectly to benefit anyone not named in the schedule. Our waiver of rights does not release your employees' rights against third parties and does not release our authority as trustee of claims against third parties. Schedule ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY IN A CONTRACT, PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS. Au9rorized Agent WC 43 03 05 (10 /00) Ptd. in U.S.A. Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number TYCO INTERNATIONAL MANAGEMENT COMPANY, LLC 9 ROSZEL ROAD Policy Number PRINCETON NJ 08540 Symbol: WLR Number: 048018737 Policy Period Effective Date of Endorsement 10 -01 -2014 TO 10 -01 -2015 10 -01 -2014 Issued By (Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY IN A WRITTEN CONTRACT, PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS. For the states of CA, UT, TX, refer to state specific endorsements. This endorsement is not applicable in KY, NH, and NJ. Authorized Agent WC 00 03 13 (11/05) Copyright 1982 -83, National Council on Compensation Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number TYCO INTERNATIONAL MANAGEMENT COMPANY, LLC 9 ROSZEL ROAD Policy Number PRINCETON NJ 08540 Symbol: WLR Number: 048018737 Policy Period Effective Date of Endorsement 10 -01 -2014 TO 10 -01 -2015 10 -01 -2014 Issued By (Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number, The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparat ion of the policy. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. ( ) Specific Waiver Name of person or organization: ( X ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be 2.0 percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium : $0 53�� Auffiom dAgent WC 99 03 22 Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number TYCO INTERNATIONAL MANAGEMENT COMPANY, LLC 9 ROSZEL ROAD Policy Number PRINCETON NJ 08540 Symbol: SCF Number: C48018749 Policy Period Effective Date of Endorsement 10 -01 -2014 TO 10 -01 -2015 10 -01 -2014 Issued By (Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the 2reparation of the policy. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY IN A WRITTEN CONTRACT, PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS. For the states of CA, UT, TX, refer to state specific endorsements. This endorsement is not applicable in KY, NH, and NJ. C _c Authorized Agent WC 00 03 13 (11/05) Copyright 1982 -83, National Council on Compensation