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12/09/2015 Agreement • • AMY HEAVILIH, CPA CLERK OF CIRCUIT COURT & COMPTROLLER '71 MONROE COUNTY,FLORIDA 40 DATE: December 23, 2015 TO: Judith Clarke Director of Engineering ATTN: Breanne Erickson Sr. Engineering Technician FROM: Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller C� 6 SLT}'1 At the December 9, 2015 Board of County Commissioner's meeting the Board granted approval and 1 authorized execution of Item C6 Approval of Agreement with Tyco Integrated Security, LLC for the Duck Key Security System Installation and Maintenance project. Enclosed is a duplicate original executed on behalf of Monroe County,for your handling. Should you have any questions,please feel free to contact me. CC: County Attorney Finanep File JN rilito 500 Whitehead Street Suite 101,PO Box 1980,Key West,FL 33000 Phone:305-295-3130 Fax:305-295-3663 3117 Overseas Highway,Marathon,FL 33050 Phone:305-289-6027 Fax:305-289-6025 88820 Overseas Highway,Plantation Key,FL 33070 Phone:852-7145 Fax:305-852-1146 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR THIS AGREEMENT(the "Agreement") is entered into this 9th day of December, 2015 by and between Tyco Integrated Security, LLC ("TYCO"or"Contractor"), whose address is 1501 Yamato Road, Boca Raton, FL 33431 and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS ("Customer" or"Owner")whose address is 1100 Simonton Street, Key West, FL 33040. Customer and TYCO agree as follows: 1. Scope of Work. TYCO agrees to provide all equipment, supplies and necessary labor to install a video surveillance ("Video") and/or access control ("Access") systems or equipment and low voltage cable (hereinafter referred to individually or collectively as the "Equipment") in accordance with TYCO's proposal attached hereto as Attachment A and pursuant to the terms and conditions of this Agreement. Only Video and/or Access Equipment and Services shall be provided by TYCO under the terms and conditions of the Agreement. If any other equipment or services are requested by or provided to Customer, then such equipment and services shall be provided under a separate written agreement executed by Customer and TYCO, or in the absence of such other written agreement, pursuant to TYCO's Standard Terms and Conditions. 2. Term of Contract (Date of Commencement and Substantial Completion). The commencement date of this contract shall be the date specified in the Notice to Proceed issued to the Contractor by the Owner. The Contractor shall achieve Substantial Completion of the Installation not later than 120 days after the date of commencement. The term of this contract shall be for a five (5) year period beginning on the Commencement Date and ending five years thereafter. TYCO and customer shall have the option to renew this contract after five (5) years, upon written agreement by the parties. 3. Contract Sum. The customer shall pay TYCO for the performance of the contract, Duck Key Security System Installation and Maintenance, SIXTY FOUR THOUSAND TWO HUNDRED FIFTEEN AND 98/100 DOLLARS ($64,215.98) for Installation and SEVEN HUNDRED THIRTY EIGHT AND 40/100 ($738.40) per month for quality service plan maintenance commencing once the system is operational. 4. Progress Billing and Payment. TYCO may invoice Customer for progress billings based upon Equipment delivered, and Services performed before completion of the installation or activation of the Equipment. TYCO may invoice Customer on a monthly basis for payment for quality service plan maintenance commencing once the system is operational. Until Customer has paid TYCO in full for Equipment, Customer grants to TYCO a security interest in the Equipment and all proceeds thereof to secure such payment. Payment shall made pursuant to the Local Government prompt payment Act 218.735. Unit Prices, if any, are as specified in TYCO Commercial Security Solutions Proposal. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. Page 1 of 12 5. Export Control. Customer shall not export or re-export, directly or indirectly, any: (i) product or service provided under this Agreement; (ii) technical data; (iii) software; (iv) information; or (v) items acquired under this Agreement to any country for which the United States Government (or any agency thereof) requires an export license or other approval without first obtaining any licenses, consents or permits that may be required under the applicable laws of the U.S. or other foreign jurisdictions, including the Export Administration Act and Regulations, and shall incorporate in all export shipping documents the applicable destination control statements. 6. Equipment Software. Any software provided with the Equipment or in connection with the Services is licensed or sublicensed to Customer on a non-exclusive basis subject to the terms of any applicable End User License Agreement. Ownership of the software shall remain with TYCO and/or TYCO's supplier(s). 7. Warranty. Any original part of the Equipment (as distinguished from the software) installed under the Agreement which proves to be defective in material or workmanship within one (1) year of the date of the earlier of (a) completion of the installation or (b) Customer's first use ("Warranty Period"), will be repaired or replaced, in TYCO's sole discretion, with a new or functionally operative part. Labor and materials required to repair or replace such defective components will be furnished at no charge during the Warranty Period. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 8. Indemnity and Limitations of Liability. (a) TYCO shall defend, indemnify and hold Customer, its corporate affiliates, and their respective officers, directors, agents and employees harmless from damage, liability and expense resulting from the negligent acts or willful misconduct of TYCO's agents and employees committed while performing Services on Customer's premises, to the extent that they are the direct cause of the loss, damage or injury to third parties or Customer's property (e.g. equipment dislodging and striking a third party due to improper installation), as opposed to being caused by an occurrence or the consequences therefrom that the Equipment or Services were intended to deter, detect or avert. (b) If Customer uses the Equipment and/or Services to aid in monitoring or controlling the location or activities of persons on or about its property and premises, Customer acknowledges that the Equipment and/or Services are not intended to be the sole means for doing so. TYCO's Equipment and Services do not cause and cannot eliminate occurrences of the events they are intended to deter, detect, avert or record. TYCO is not an insurer aganstsuch events and the amounts TYCO charges Customer are not insurance premiums. Such charges are based upon the value of the Equipment and Services TYCO provides and are unrelated to any such risk of loss. TYCO does not undertake and assumes no liability for such risk by providing the Equipment and/or Services. If TYCO is nevertheless found liable under any legal theory for loss, damage or injury caused directly or indirectly by occurrences or the consequences therefrom which the Equipment and/or Services are intended to deter, detect, avert or record, TYCO's liability for all such claims shall be limited in the aggregate to the sums paid by Customer for the Equipment or Services at issue as Customer's sole remedy. TYCO is not responsible for the preservation of any computer programs or data and Customer is responsible for maintaining adequate back-ups. 2 (c) Subject to the provisions of Florida law per F.S.768.28, Customer shall defend, indemnify and hold TYCO, its corporate affiliates, and their respective officers, directors, agents and employees, harmless from damage, liability and expense to the extent that any such loss is not directly caused by the negligent acts or willful misconduct of TYCO's agents and/or employees, or arises out of any claim related to invasion of privacy, infliction of emotional distress, harassment, violation of eavesdropping/wiretapping laws or similar claims arising out of Customer's use of the Equipment and/or Services. (d) Subject to the provisions of Florida law per F.S. 768.28, in no event will either Customer or TYCO be liable for any consequential, incidental, or special damages of any kind or nature (including but not limited to injury or damage to business, person or property) arising out of any performance of the Agreement, even if the parties are advised of the possibility of such damages. 9. Insurance. TYCO shall maintain General Comprehensive Liability and Automobile Liability Insurance of $2,000,000 for each occurrence and $4,000,000 in the aggregate and Worker's Compensation coverage as required by the applicable state authority. TYCO's insurance shall be primary and non-contributory to the extent of TYCO's negligence or other wrongful conduct. Aggregates are not per project, nor per site. If the Customer's Agreement requests that Customer or the premises owner or manager is named as additional insured, TYCO agrees to name such party as an additional insured with respect to the general and automobile policies but only to the extent resulting from TYCO's negligence as set forth under paragraph 6 of this Amendment. 10 Delays; Force Majeure; Hazardous Substances. TYCO assumes no liability for delays in installation or service of the Equipment or for the consequences therefrom, however caused, or for interruptions of service or for the consequences therefrom due to strikes, riots, floods, acts of God or any causes beyond the control of TYCO. If any hazardous or toxic substances are encountered at the work site, TYCO will not be required to install or service the Equipment at such site. 11.Safety Act Waiver. Certain of TYCO's systems and services have received certification and/or designation as Qualified Anti-Terrorism Technologies ("QATT') under the Support Anti-terrorism by Fostering Effective Technologies Act of 2002, 6 U.S.C. §§ 441-444 (the "Safety Act"). As required under 6 C,F.R. 25.4(e), to the maximum extent permitted by law, TYCO and customer hereby agree to waive their right to make any claims against the other for any losses, including business interruption losses, sustained by either party or their respective employees, resulting from an activity resulting from an "Act of Terrorism" as defined in 6 C.F.R. 25.2, when QATT have been deployed in defense against, response to, or-recovery from such Act of Terrorism. 12.FARs. TYCO supplies °commercial items" within the meaning of the Federal Acquisition Regulation (FAR), 48 CFR Parts 1-53. As to any customer order for a U.S. government contract or funded directly or indirectly with Federal funds, TYCO will comply only with the following mandatory flow-downs for commercial item subcontracts pertaining to Utilization of Small Business Concerns, Equal Opportunity, Affirmative Action, and Veterans Employment: 52.219-8; 52.222-26; 52.222-35; 52.222-36; and 52.222-37. 3 13.Authority. Customer represents that Customer owns the premises in which the Equipment is being installed or otherwise has the authority to engage TYCO to carry out the installation in the premises pursuant to the Agreement. 14.Quality Service Plan ("QSP")/Maintenance; Testing/Inspections Service. 1. Quality Service Plan ("QSP")/Maintenance. (a) If QSP/Maintenance Service is purchased, TYCO will, upon Customer's request, provide and bear the expense of ordinary maintenance and repair of the Covered System(s) for issues arising out of normal wear and tear. The expense of all extraordinary maintenance and repair necessitated by or due to changes or alterations in the Customer's premises, alterations to the System made by Customer, or made necessary by damage to the premises or to the alarm system, or to any cause beyond the control of TYCO, will be borne by the Customer. Customer will furnish, at Customer's expense, any necessary electric current and will furnish an outlet within 10 feet of the TYCO Control Panel. (b) QSP/Maintenance Service on the following devices will only be provided on a time and material basis: (1)window foil, (2) security screens, (3) any exterior mounted devices, (4) PROM (Programmable Read Only Memory), (5) batteries, and (6) "Conditions" not covered by warranty listed in Section B above. (c)TYCO's obligation to perform QSP/Maintenance Service relates solely to the Covered System(s) and TYCO is in no way obligated to maintain, repair, service, replace, operate or assurathe operation of any device or devices not Covered by OSP/Maintenance. TYCO is not liable for any loss due to water intrusion, mold, fungi, bacteria, or wet or dry rot. (d) If Customer does not purchase QSP/Maintenance Service before the expiration of the System Warranty, TYCO will provide QSP/Maintenance Service only after inspecting the System and making any necessary repairs or replacements to bring the System in compliance with TYCO's specifications and/or the standards set by any applicable laws, codes, or regulations. Customer will pay for any related labor and/or materials for such work at TYCO's then applicable rates. (e) QSP/Maintenance Services purchased will be furnished between 8:00 A.M. and 4:30 P.M. Monday through Friday, except holidays.TYCO's obligation to provide Preventative Maintenance Service is conditioned upon the continued availability of the original System component(s) from the original manufacturer. 2._Testing/Inspections. TYCO will provide the number of inspections/tests of the Equipment as specified in any Order. Inspections/Testing shall be performed between TYCO's normal working hours of 8:00 A.M. and 4:30 P.M., Monday through Friday, except federal holidays, unless otherwise mutually agreed in advance by the Parties and subject to EXCLUSIONS set forth above for Maintenance Service. 15. Select View Managed Video Services. As described herein (collectively and individually, "Video Services") will be provided according to the service level purchased by Customer at the locations, dates, levels, rates and details set forth on the attached Schedule A. All such Video Services constitute "Services" and any related equipment constitutes 4 "Equipment" under the Agreement. TYCO's provision of Video Services depends on Customer's purchase and activation of TYCO's signal event and alarm monitoring services, video surveillance equipment, audio capture, and/or notification/broadcast equipment/link(s) capable of capturing and transmitting unobstructed audio/video data from within the physical confines of the monitored premises under surveillance ("Premises"). TYCO's provision of such Video Services depends on TYCO's receipt of such audio/video feeds from surveillance equipment located on the Premises and Customer's access to such audio/video data feeds through TYCO's Select View Portal. For Video Services provided, TYCO may, in its sole discretion, modify any audio statements or announcements and conduct dialogue with persons on the Premises as TYCO deems appropriate. TYCO has no liability for statements made, dialog conducted, delay or misinterpretation in determining whether or not an activity is criminal. TYCO uses reasonable care during installation, repair and maintenance services; nevertheless, due to possible human error, mechanical and/or electrical defects, maladjustments, and/or system failure, TYCO cannot and does not warrant continuous or effective operation of the installed surveillance equipment. Customer is responsible for ensuring surveillance equipment (i.e., cameras and microphones) have unobstructed reception of covered areas on the Premises. Customer understands that, TYCO may transmit, record, store, provide, and receive unencrypted data, audio and images via the Internet while performing the Video Services ("Transmissions'), including, but not limited to, live pictures and video of the Premises. TYCO does not warrant the integrity, accuracy, confidentiality, or security of Transmissions with regard to unauthorized or unintentional use, disclosure, corruption, interception, or otherwise (collectively, "Security Risks"). Customer hereby assumes and releases TYCO of and from all Security Risks and any-damages and liability therefore. TYCO may provide Customer with stickers, signs, or other Service notices (collectively, "Signs") indicating that TYCO or Customer are remotely monitoring or recording persons on the Premises. Customer will prominently display such Signs on each monitored Premises. Notwithstanding the foregoing, Customer will be and will remain responsible for the sufficiency and enforceability of such Signs. Telecommunication charges for installation and Video Services are the sole responsibility of the Customer. VIDEO SERVICES MAY INCLUDE THE RECORDING OF VIDEO DURING CONNECTION TO CUSTOMER AT THE TYCO CMC AND MAY INCLUDE AUDIO RECORDING FROM THE SITE DURING CONNECTED PERIODS. CUSTOMER ACKNOWLEDGES THIS RECORDING WILL BE DONE AND AGREES TO FULLY AND CONSPICUOUSLY NOTIFY THEIR ON-SITE PERSONNEL, EMPLOYEES, AND ANY OTHER PERSONS ON THE CUSTOMER'S PREMISES OF THIS FACT BY LEGIBLE SIGNS AND OTHER APPROVED COMMUNICATIONS. SUBJECT TO F.S. 768.28, THE CUSTOMER SHALL INDEMNIFY AND SAVE HARMLESS, AND AT ITS OWN COST AND EXPENSE DEFEND TYCO FROM AND AGAINST ANY AND ALL DAMAGES, LIABILITIES AND COSTS OR EXPENSE OF ANY KIND ARISING OUT OF OR FROM ANY PHOTOGRAPH, VIDEO RECORDING, OR AUDIO RECORDING TAKEN BY SUCH VIDEO/AUDIO EQUIPMENT OR FOR ANY REASON OUT OF THE RELEASE, REPRODUCTION, CIRCULATION, PUBLICATION OR USE OF ANY SUCH VIDEO/AUDIO RECORDINGS BY ANYONE, INCLUDING BUT NOT LIMITED TO CAUSES OF ACTION FOR PERSONAL INJURY, FALSE ARREST, FALSE IMPRISONMENT AND MALICIOUS PROSECUTION. 16.TYCO Select View Portal. Upon activation of Customer's Select View Video Services account, receipt of any required log-on credentials and/or passwords, and acceptance of any associated Website Terms of Use, Customer may access video data captured and 5 transmitted by the System through the TYCO-hosted web portal for up to three months after such data is captured. If the System includes a local recording device capable of storing such data (the "Local Device"), Customer may, at its option, download the data onto the Local Device. Maintenance of the Local Device(s) and the data stored therein is the responsibility of Customer. 17. You acknowledge that a number of factors in your Premises which are outside of TYCO's control such as low light conditions, power outages, interference from other electrical appliances, Internet service issues such as download speed or interruptions or failure of Internet service, can affect your ability to view and record images. You further acknowledge and agree that TYCO makes no representations, promises or warranties with regards to and that you have reviewed and found acceptable the placement, image quality, resolution, clarity, color or other viewing attributes of any camera or recording devices installed by TYCO under the Contract or this Rider. 18. Audits. TYCO will maintain, in accordance with generally accepted accounting principles and applicable law, accurate and complete invoices and service tickets necessary to enable TYCO to demonstrate compliance with its obligations under this Agreement. TYCO will maintain such records for a period of four (4) years after expiration or termination of the Agreement. 19. Governing Law. This Agreement will be governed by the law of the State of Florida in which the work is to be performed. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Contractor agree that venue shall lie in the appropriate court of before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to arbitration. 20. Successors and Assigns: Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party except that either one of the parties may assign their rights and obligations under this agreement without the approval of the other party to any of their affiliates, subsidiaries or parent companies or to an entity other than an affiliate, subsidiary or parent company that(a) acquires substantially all of the assets or stock of, merges or consolidates with or into, or acquires a controlling interest in them and (b) expressly assumes in writing that party's obligations and responsibilities hereunder. Any attempted assignment that does not comply with the terms of this section will be void. Notwithstanding the foregoing, ADT reserves the right to subcontract any of its obligations under this Agreement without notice to or consent from Customer 21. Severability: If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as 6 possible to the intent of the stricken provision. 22. Attorney's Fees and Costs: The County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs, as an award against the non-prevailing party, and shall include attorney's fees and courts costs in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. If, within ten (10) business days after the initial Mediation meeting, the parties have not succeeded in negotiating a resolution of the dispute, either party may initiate legal action in a court of competent jurisdiction. 23. Nondiscrimination: County and Contractor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or Contractor agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss.1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended(20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 13, '.. Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 24. The Equal Employment Opportunity clause in Section 202, Paragraphs 1 through 7 of Executive Order 11246, as amended, relative to equal employment opportunity and the implementing Rules and Regulations of the Office of Federal Contracts Compliance, and the Vietnam Era Veteran's Readjustment Act of 1973, as amended, are incorporated herein by specific reference. • 25. Covenant of No Interest: County and Contractor covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree 7 • with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 26. Code of Ethics: County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 27. No Solicitation/Payment: The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 28. Public Entities Crimes By signing this Agreement, Contractor represents that the execution of this Agreement will not violate the Public Entities Crime Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from County's competitive procurement activities. 29. Public Access. Customer and TYCO shall allow and permit reasonable access to, and inspection of this Agreement and any service tickets or invoices specifically related thereto in its possession or under its control subject to the provisions of Chapter 119, Florida Statute, in conjunction with this Agreement. 30. Non-Waiver of Immunity. Notwithstanding the provisions of F.S. 768.28, the participation of the Customer and TYCO in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed County's waiver of sovereign immunity, nor shall any contract entered into by the County be required to contain any provision for waiver. '.. 31_ _Privileges and Immunities: All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules, pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree '.. and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 32. Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving 8 any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 33. Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 34. No third Party Beneficiaries: Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 35. Attestations: Contractor agrees to execute such documents as the County may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. 36.----NO-Personal Liability: No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 37. Execution in Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 38. Section Headings: Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 39. Adjudication of Disputes or Disagreements: The Owner and Contractor agree that all disputes and disagreement shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This provision does not negate or waive the provisions of Paragraph X concerning cancellation. 9 40. Cancellation and Termination: In the event that the Contractor shall be found to be negligent in any aspect of installation, stocking, maintenance, repair, or service, the County shall have the right to terminate this agreement after five days written notification to the Contractor. The Contractor or Customer may terminate this agreement without cause by providing written notice of termination at least (60) days prior to the date of termination. 41. Notice Requirements: Any notice required under this agreement shall be in writing and hand delivered or mailed postage prepaid, to the other party by certified mail, return receipt requested, to the following: TYCO Security Services, Inc. Monroe County Engineering Services 10785 Marks Way 1100 Simonton Street Miramar, FL 33025-3976 Key West, FL 33040 42. Cooperation: In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 43.Controlling Terms. The terms and conditions of this Agreement shall supersede any and all conflicting or inconsistent terms and conditions of the TYCO PROPOSAL. 44. Pursuant to F.S. 119.0701, Contractor and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: (a) Keep and maintain public records that ordinarily and necessarily would be required by Monroe County in order to perform the service. (b) Provide the public with access to public records on the terms and conditions that Monroe County would provide the records and at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to Monroe County all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to Monroe County in a format that is compatible with the information technology systems of Monroe County. 10 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS TYCO INTEGRATED SECURITY, LLC "Customer" By: By: MayorfChai an R nd cla e�.v 4 ►y� �,SL' A SOYI Title: 42/A laces �jvAdr49 Witnesses for TYCO Witnessl.� c Witness 2: AN617p,) v o _ 2 r . o rn or or cm C v my N T ,y o or m r- - a 1 y :n D 11 Attachment: Schedule A SCHEDULE A CUSTOMER PREMISES TO BE SERVICED LOCATIONS, DATES,SERVICES PURCHASED, RATES AND DETAILS Locations (physical street Customer's Service Services Annual Service address,city,state,zip Authorized Start Date Selected Charges code, Premises telephone Representative number) (Name and Telephone Number) 12 • AMENDMENT TO TYCO INTEGRATED SECURITY LLC COMMERCIAL SALES AGREEMENT e-Form SS80UE00(06/20121 THIS AMENDMENT TO COMMERCIAL SALES AGREEMENT (the "Amendment"), entered into this 9a' day of December, 2015, by and between TYCO INTEGRATED SECURITY LLC, ("TYCO"), and MONROE COUNTY BOARD OF COUNTY ',.. COMMISSIONERS d/b/a DUCK KEY SECURITY DISTRICT SYSTEM & INSTALLATION ("Customer") to amend, change and modify the Commercial Sales Agreement between TYCO and Customer dated September,2015, (the"Agreement"). WITNES SETH: Notwithstanding anything in the Agreement to the contrary,Tyco and Customer agree as follows: 1. At page I & 8, replace the contact person listed as"Sherry Popham" with the contact person "Clark Briggs". 2. At page 5, Paragraph E.1(b), insert the following at the beginning of the section: "Subject to F.S. 768.28,". 3. At page 8, Additional Terms and Conditions, add the following new provision: "The parties agree to abide by F.S. 119.0701 Public Records." 4. At page 6, Paragraph L, delete and replace with the following:"Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party except that either one of the parties may assign their rights and obligations under this Agreement without the approval of the other party to any of its affiliates, subsidiaries or parent companies or to an entity other than an affiliate,subsidiary or parent company that(a)acquires all or substantially all of the assets or stock of,merges or consolidates with or into,or acquires a controlling interest in them, and (b)expressly assumes in writing that party's obligations and responsibilities hereunder. Any attempted assignment that does not comply with the terms of this Section L will be void. Notwithstanding the foregoing,Tyco reserves the right to assign or subcontract any of its obligations under this Agreement upon notice to and consent of Customer which shall not be unreasonably withheld." All other terms and conditions of the Agreement, except those expressly modified herein, shall remain in full force and effect. Amendment to-Form 88800E00(06/20121 IN WITNESS WHEREOF,the parties hereto have executed this Amendment as of the day and year first above written. TYCO INTEGRATED SECURITY LLC MONROE COUNTY BOARD OF COUNTY COMMISSIONERS d/b/a DUCK KEY SECURITY DISTRICT SYSTEM&INSTALLATION ("TYCO") ("Customer") By: By: Title: ,Afrr4Secj$ &two Title: Mayor/Chairman � to JCsctif eXtilano,kn 3 0 'n o G F- t 7C rn o or , on 03 r— zz rs _ 2 Amendment to-Form 8B80UE00(06/2012) tgco IIINIIIIINIIIIIuIlIIOIIIIIl Integrated Security COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO. 0122-HOMESTEAD,FL 112ID3661 14114FIDG DATE.1O21/2015 Tyco Integrated Security LLC'Tyco") Monroe County Board olCounty Commissioners = No •^ dibla:Duck Key Security District,Camera System Installation p .n r Troy Smith and Maintenancefrl Z 3133 Commerce Parkway, ('Customer) Customer Premises Se • ri CJ Miramar,FL 33025 Customer Billing Information 11W Simonton Street ice n Tele.No.(954)415-9880 1100 Simonton Street room 2-215,, Key West,FL 33040 .•p• IV 'T Key West,FL 33040 Attn:Clark Briggs Or, CO 0 Atb:Clark Briggs Tele.No.(305)292-4406 m=A Tele.No. - A �� :n This Commercial Sales Agreement is between Customer and Tyco effective as of the date signed by Customer. By entering into this Agreement,Tyco Matt Customer a to thHerrrs and Conditions contained In this Agreement.The Equipment and/or Services,collectively the System(s)covered under fills Agreement Ware listed In We attach Bchedule(s)of Protection I Scope of Work("SOW"). I. THE FOLLOWING DOCUMENTS ARE ATTACHED TO THIS AGREEMENT AND ARE INCORPORATED BY REFERENCE: (a) Hazardous Substance Checklist and Customer Letter (e) State Specific Forms,if applicable(e.g.,local permit applications) (b) Scope of Work l Schedule(s)of Protection (0 Customer Installation Acceptance Form(specific tO Equlp'nenUSOMms purchased) (c) Terms and Conditions (g) If multiple locations,see attached schedule (d) Additional Terms and Conditions II. CHARGES AND FEES:Customer agrees to pay the Sum of $64,215.98 ('Installation Charge')with §0.00 payable upon acceptance of This Agreement(Installation Charge Deposit')plus any applicable'Fees'and sales taxes.Tyco may invoice Customer for progress billings based upon Equipment and/or System components delivered or stored,and/or SenAces performed before completion of be System/Equipment installation,activation of the System,connection to the CMC,or any other Service(s).All outstanding Installation Charges and/or Fees shall be due and payable upon completion of the installation of the Equipment/System and as a precondition to activation of System and,if applicable,connection to Tyco's Central Monitoring Center CCMO') or any other Service(s). Any changes in the STATEMENT OF WORK I SCHEDULE OF PROTECTION made by the Customer after execution of this Agreement must be agreed to by Tyco and the Customer in writing and maybe subject to additional charges and/or fees.Any equipment ordered by Customer by e-mail or telephone order shall be subject to terms and conditions of the Agreement and may be subjecl to shipping,handling,andor restocking fees. For the Servoe(s)provided as indicated in this Agreement,Customer agrees to pay Service Charges in the amount of $ 886080 per annumprannum(the Annual Serve Charges),payable in advance Quarterly plus applicable state andler local tax(es)for 5year(s)(the'Inlbal Term")effectivO from the date such SBM@I6 operative under Nis Agreement.Until Customer has paid Tyco the Installation Charge and Fees in full.Customer grants to Tycoa security interest in the Equipment and all proceeds thereof to secure such payment.After the Inibal Term this Agreement shall automatically renew on alan Annual basis unless terminated by either party upon written notice at least thirty(30)days prior to the anniversary date.Tyco shall have the light to increase Annual Service Charge(s)after one(1)year.For termination prior to the end of the Initial Term,Customer agrees to pay,in addition to any outstanding Fees and charges for Serdce(s)rendered prior b termination, 9O%of the Annual Service Charge(s)remaining to be paid for be unexpired term of the Agreement as liquidated damages but not as a penalty. Additionally,Customer agrees to pay any assessments.taxes,fees or charges imposed by any governmental body,telephone.communiLation,or signal transmission company such as false alarm,permitting or connection lees,or administration fees or service charges assessed by Tyco related to AHJ requirements andor changes to applicable laws,Me need to reprogram alarm controlsldevices to comply wth area code,signal Transmission,numbering or other changes relating to the installed Equipment andor Service(s)provided under this Agreement( Tees). III. ENTIRE AGREEMENT;CUSTOMER ACCEPTANCE: This Agreement.together with all of its written Amendments,Riders,Scope of Work and/or Exhibits.mnstiltes the entire agreement between the Customer and Tyco relating to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements and understandings.The terms and conditions of this Agreement 111 prevail over any conflicting,inconsistent or additional terms and/or conditions contained in any purchase order,agreement,or other document issued by Customer.In signing this Agreement,Customer is not relying on any advice,advertisements,or oral representations of Tyco and agrees to be bound to the terms and conditions contained in all the pages of the Agreement. Customer agrees Nat any representation,promise,condhion,inducement or warranty,express or implied,not included in this Agreement will not be binding upon Tyco.and that the terms and conditions in this Agreement apply as printed without alteration or qualification.except as specifically modified by a written agreement signed by Tyco and Customer. My changes in the Statement of Work or scope of the work requested by the Customer after the execution of this Agreement may result in additional cost to the Customer and any such changesladdthons musk be authorized In a writing signed by both the Customer and Tyco. Customers failure to accept and sign this Agreement within ninety(W)days of the date shown above may result in price increases.Customer adnov4edges that:(a)Tyco has extilaIned to lull range of protection,equlpme0t,and services available to Customer:(d)additional protection over and above bat provided herern is available and may be obtained from Tyco at an additional cost to the Customep(e)Customer desires and has c0ntract@1d or only the Equipment and/or Service(s)itemized in this Agreement; (d)the Equipment/Service(s)specified In this Agreement are for Customer's own use and not for the benefit of any third parry;(e)Customer owns the premises in Mich be Equipment is being Instilled or has the authority to engage Tyco to carryout the installation in the premises;and(9 Customer will comply both all laws,codes and regulations pertaining to the use of the EquipmentlServlce(s). ATTENTION IS DIRECTED TO THE WARRANTY, LIMIT OF LIABILITY AND OTHER CONDITIONS CONTAINED IN THE SECTIONS ENTITLED "TERMS AND CONDITIONS" AND "ADDITIONAL TERMS AND CONDITIONS". THIS AGREEMENT REQUIRES FINAL APPROVAL OF A TYCO AUTHORIZED MANAGER BEFORE ANY EQUIPMENTISERVICES MAY BE PROVIDED.IF APPROVAL IS DENIED,THIS AGREEMENT WILL BE TERMINATED AND TYCO'S ONLY OBLIGATION TO CUSTOMER WILL BE TO NOTIFY CUSTOMER OF SUCH TERMINATION AND REFUND ANY AMOUNTS PAID IN ADVANCE. IF MAINTENANCE SERVICE IS DECLINED,CUSTOMER MUST INITIAL IF A 5-DAY FAMILIARIZATION PERIOD IS REQUESTED, CUSTOMER MUST INITIAL HERE HERE TYCO INTEGRATED SECURITY LLC CUSTOMERMOnroe Count a Count Commissioner: Presented by: [[ Accepted By: (Stgnateritt resentattve (Signature of Gusto roc Au on Representative) Agent:Troy Smith C Heather Car ther Sales Representative Registration Number(l(applicable): (Name Printed) f-� cup / TiNEY Tme: Mayor/�Ch(/.` ��C'�L Date Signed: L•//L�J-,! Mf�{��f1 Bonn eseouaoa tDarzmq 4 .$Y� ��Iv � U%G&ERK I / \ 1:. ttg `i♦ usal tyco Integrated Security COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO. 0122-HOMESTEAD, 112203661 1-1H4P2DG FL SCOPE OF WORK!SCHEDULE OF PROTECTION W. SCOPE OF WORK I SCHEDULE OF PROTECTION('SOW'):Tyco agrees to install or cause to be installed me Equipment and furnish the Service(s),collectively,me System,on the terms and conditons set out in this Agreement. A. Ownership of System and/or Equipment:Direct Sale(equipment to become property of the Customer upon payment of Installation Charges and Fees in full). B. Services to be Provided("Services") Alan monilonng and Notification Services' No Service Selected Video Surveillance Services- No Service Selected Managed Access Control Services' No Service Selected Video Equipment: Closed Circuit Television PROVIDED Quality Service Plan(OSP)Maintenance;Preventive Maintenance/Inspection: Maintenance Quality Service Plan and I Video Inspection PROVIDED Additional Services: No Service Selected C. Equipment to be Installed C'Equipment): Tyco will install,or cause to be installed,the Equipment(or equivalent),as set forth in this SOW in Customer's designated faaliry(les). As used herein,'installation'means:(i)affixing all Equipment and materials provided by Tyco at such locations Whin the faciliry(ies)as are designated by Customer',(ii)providing and pulling rabesIires required to connect the Equipment to Customers Communiralans Facilities and making such connections', (i i),in me case of a Digital Communicator installation,mount Equipment and plug into RJ31X phone jack previously installed by Customer;(iv)in the case of radio installation,mount radio Equipment and program Equipment with number furnished by Customer,(v)providing and installing softarelfirmware requite by the EqulpmenC(vi)perforating testing as required to establish that the Tye Equipment is connected,is functioning according to its specifications,and is communiaeng over Customers Communications Facilities,and(vii)providing user-level training to Customers designated representative in the use of such Equipment. ------ -Oty{Product Name (Location 1 Duck Key Or Bridge Entering Re g 2 KBEd98V213-201 BOSCH 2 Power Supp,120VAC 60Hz,24VAC VIVA Out 00000.53216 2 Mount Pole Adapter,Stainless Steel Straps,LTC 9210,LTC 9212,LTC 9215,VDA-WMT-DOME 1 Bimini&Harbour QBridges 2 PS00-192420FT,Outdoor Cabinet with Fan ITESSCO 3 KBE-498V28-20/BOSCH 5 Power Supp,120VAC 60Hz,24VAC VIVA Out 0000053216 3 Mount Pole Adapter,Stainless Steel Straps,LTC 9210,LTC 9212,LTC 9215.VDA-WMT-DOME Mount Adapter,White 1 Seaview Or Bhdge 1 PS00-192420FT,Outdoor Cabinet with Fan ITESSCO 1 DVR 50004chvim 2TBHDD —_...........................T BEr 1 Le9BV2B-20IBOSCH 2 Power Supp,120VAC 60Hz,24VAC VIVA Out 0000053216 1 Mount Pole Adapter,Stainless Steel Strafe.LTC 9210,LTC 9212,LTC 9215,VDA-WMT-DOME 1 Mount Adapter,White 13 ADI$Ditek Video Surge Protector 5 BACK-UPS ES BATTERY BACK UP 8 OUTLET 650VA 120V 5'CORD 3/4"X 11.2'X 7.1' I Programming I Install Training I Project Management I Hotel Charges 3 VER-L2R5-2 DIN ION CAPTURE 5000 LPR W/LED-INCLUDED ON BOX AGREEMENT e-Fwm O880t1E01(0912015) Page 2 of 8 e.2015 Tyco al Rights Reserved 2 DVR 50004ch with 2TB HDD-INCLUDED ON BOX SALE AGREEMENT. J 1 [AS NOW INSTALLED. 2 I ICON System 4 2 Exenor OverviewCameras l 2 LPR Cameras 2 Digital V deo Recorder 2 Power Supply 2 Mount 2[Environmental Housing 0. Scope of Work:This Section is intended for installation use only.Any language contained in this Section that attempts to modify the Terms and Conditions of this Agreement shall be void and of no effect. Contact Information'.Sherry Popham 305 7466341. Tyco IS contact is Tray A.Smith 954415-93S0. System Operation.Tyro IS will install two(2)new overview cameras to the existing pals on the Tmman&itlge Il. Overview Camera vexing Iraffc leaving Me Islandf2. Overview Camera viewing traffic entering the Island.lTyro IS will install three(3)new polls leading into Plantation,Harbor and Yacht Club with the folloeing.Il. Bosch License Plate Reading Camera.2 Bosch Overview Camera to back up License Plate Reading Camera.L3. NEMA 4X Enclosures,Mounted at County Provided height of mean of local high tide and to customer provided IP Addresses and Power M. Tyco IS to provide UPS devices and Power Supply.IPOLLS WILL BE INSTALLED NO CLOSER THAN 6'FROM EDGE OF ROAD. Programming Info.Tyco IS will program systems with License Plate reading cameras and overview cameras to recorders.ITyce IS will program recorders for remote viewing with customer provided Internet. Site Conditions:Monroe County Right of Way.Wenter Island to Plantafpn31Bn1BFwn to HarhorPlantefon to Yacht CluhuPOLLS WILL BE INSTALLED NO CLOSER THAN 6'FROM EDGE Cr ROAD. Existing Equipment:All existing equipment is currently under Tyco IS Quality Service Program. Customer Expectations'.All installation,programming,inspections,and training will take place Monday-Friday Sam-Spm.POLLS WILL BE INSTALLED NO CLOSER THAN S FROM EDGE OF ROAD. Training Expectations'.Tyco will train all necessary personnel on proper system operations. This includes remote viewing with customer provided intemet. General Comments.Customer agrees to pay,or reimburse Tyco for the purchase of any required permits and payment of any fees assessed by the AHJ,in addition b reasonable administration fees assessed by Tyco to obtain and maintain such permits.Tyco makes every reasonable attempt to estimate and collect such fees from Customer in advance of the installation,however,in some cases it is not practicable or possible to do so.In such event,Customer will be invoiced for the fees owed and balance due.IPOLLS WILL BE INSTALLED NO CLOSER THAN 6 FROM EDGE OF ROAD. Customer Responsibilities/Tyco Exclusions:Customer is responsible for granting aeons to facility during normal business hours(Monday-Friday Sam-5pn)for installation,testing,and training purposes hiCustomer will provide and maintain power outlets at Ne location of me Tyco installed Systems wCustomer will provide and maintain Modem and IP addresses at device locations per Tyco specifications iCustomer will provide and maintain power to Tyco Integrated Security provided systemc.ICustomer will provide Internet oannedien with open IP pod for communication purposes as well as remote vlewing.i Documentation Needs:Product information on panel may be left VAN newequrpment.± I Customer Initials. Tyco Rep Initials._ Contact Notes e-Form Seeouem(092015) Page 3 of S 9 2015 Tyco NI Rights Reserved TERMS AND CONDITIONS TERMS AND CONDITIONS V Customer and Tyco agree as lolbws-- j A.Services. A.1.Cenlral Station Signal Receiving ad Notfiwtion(Alarm Monitoring)Services.Intentionally left blank-Services have not been purchased A2,Communlcetlen Facilities. Intentionally left blank—Alarm Monitoring Services have not been purchased. A.3. Maintenance Secvce/3uallry Service Plan NSF').1. If OSP is purchased,Tyco WII provide end bear the expense of maintenance/repair of the covered Equipment or issues related to normal wear and tear.The following are not covered under OSP and any requested OP Service vAIl be provided on a time and materials basis-(a)window fail,(b)security screens,(c) product installed contrary to OEM specifications.(d)exterior wiring.(e)programming changes,0)software updates/upgrades,unless Software Support Services are purchased,(g) consumables such as baflehes and pdnter supplies,and(h)°Condfton5 not covered by Warranty sholMi below. Customer shall pay for any related labor and/or materials for such Vcrk at Tyco's then applicable rates.Additional charges may apply for OSP Service requiring the use of a IIII.Tyco's obligation to perform OSP Service relates solely to the covered Equipment. Y. II OSP is not purchased prior to the expiration of the Equipment Warranty,Tyco will provide such OSP Service only after inspecting the Equipment to be covered and making any necessary repairs or replacement to bring the Equipment/System into compliance Wm Tym s specifications and/or the standards set by applicable law. 3. OSP Service will be furnished during Tyco's"Normal Working Hours°(between 800 A.M.and 4 30 F.M.Monday through Poday,except holidays). OSP Servwe performed outside of these hours is subject to additional charges. Provision of OSP Service is conditioned upon the continued availability of system components/parts from the original equipment manufacturer('OEM). AA.Testing/Inspections Service('T/I'). If TII Service is purchased,Tyco will provide Me number of inspections/tests on the covered Equipment as spedfied in this Agreement Such T/I Services will be furnished during Tyco's"Normal Working lours(between 800 A.M.and430 P.M.Monday through Friday,except holidays). T/I Service performed outside of Mese hours is subject to additional charges. A.5lnvestgator Response Service. Intentionally left blank-Seroes have not been purchased. AS Select View Managed Video Servidesllnteracdve Video Monitoring Services.Intentionally left blank-Services have not been purchased. A6.1.Vdee/Audio Alarm Verification SeMceVdeo Verification.Intentionally left dank-Services have not been purchased. A 6.2 Video Guard Tour.Intentionally left blank-Services have not been purchased. A63.Vdeo Escort.Intenhonally left blank Services have not been purchased. A64Vdeo Assist.Intentionally left blank-Services have not been purchased rA65.V eo Audit.Intentionally left blank Services have not been purchased. A 6.6 Womr Interactive Video Monitoring Services.Intentionally left blank-Services have not been purchased. A 6 7 Managed Video Portal. Intentionally left dank-Services have not been purchased. A 66.Unaftended Delivery-Alarm Based Video Monilohng. Intentionally left blank Services have not been purchased. A 69.Unattended Delivery-Live Video Monitoring of Process-Intentionally left blank-Services have not been purchased. A.7 Managed Access Control Services.Intentionally left dank-Services have not been purchased. AM.DataSouroe Service.Intentionally left blank-Services have not been purchased. A.9.VisionMsion wth Auditing.Intentionally left blank-Service is no longer offered. A.10.Hosted Access Intentionally left blank-Services have not been purchased. A.11.Data HosungfStorage Services.Intentionally left blank-Services have not been purchased. A.12. Mobile Semnry Management DMSM)Services.Intentionally left dank-Services have not been purchased. A.13. Software Support Services. If Software Support SeMces(SSS')are purchased they will be provided on licensed software titles expressly identified in this agreement,(the"Covered Software).Support Conditions.SSS for Covered Software are subject to the following conditions f Support Conditions'):(a)Tyros receipt of the Software Support Fee;(b)the Covered Software is not modified from Its standard fore originally licensed by the software ovmerAicensor('Licensor);(c)Customers use of Covered Software is In accordance with the end user Incense agreement(TULA')between Customer and Licensor,If applicable;(d)Customer provides Tyco(and/or its authorized representatives)with and when necessary(1)any intimation and/or documentation required to recreate the problem defect,ornonconbmiry(indlvlduallylmllectvely,a'Problem"),(2)log in privileges or remote trouble shooting,(3)TCP/IP Ethernet network addresses,and(4)access to Customer's network,servers and/or hardware,and(e)the processor,operating system and associated system software,and other interdependent or reliant software are operating properly Exclusions.Tyco will not provide SSS when a Problem is caused by(a)relocation,movement,improper operation,neglect or misuse of be Covered Software or associated Equipment/System',(b)Customers failure to maintain proper site or environmental conditions;(c)any attempts at configuration,repairs,support,or modifications to the Covered Software not performed by a Tyco aulhorael representative,(d)discontinued systems or software;(e)casualty,act of God the unauthorized acts cfthiid pets;(I)failure or interruption of electrical power,telephone or communication line or like use.or(g)any other use external to the Covered Software.Problem Resolution.Tyco All provide Customer With email and telephone support on the Covered Software.Tyco Men will use reasonablecommercial efforts to resolve and correct the Problem wthin forty-lght(48)hours.Problem resolution and correction may be provided al Tyros disaetion as a software fix or workaround Tyco All periodically advise Customer on Tyco's progress in diagnosing and/or correcting the reported Problem. Customer acknowledges that Tyco may be unable to resolve Problem due to(a)Tyco's inability to recreate,locale or identify the Problem,(b)issues related to Customers hardware,system rota or Internet connectivity issues:or(3)issues for which the Original Equipment Manufacturer('OEM')and/or Licensor(mledively,also referred to as a Tym Supplier)has not prodded a resolution or workaround.If Tyco is unable to resolve or correct a Problem,Tyco WI notify Customer and provide underlying information as available. NoMthstanding anything to the contrary herein,Tyco makes no warranties mat its efforts yell be successful in diagnosing,resolving,or correcting any Problem.Software Updates. Customer understands that the SSS provides access to updates and upgrades but do not include Me provision of software update or upgrade services unless purchased If soft are upgrades are required to correct a Problem,such software upgrades WII be provided,at Customers request,on a lime and materials basis at Tyco's thencunent hourly rates as such upgrades becMe available from the Tyco Supplier.On Site Engineer Support Services.IfTym determines Mat on-site engineer support services FESS')are necessary to correct Problem.Tyco will provide ESS on a time and materials basis at Tym's then current ESS rates plus any related travel or other expanses.Such ESS may include on-site software installation assistance,training,or Problem diagnosis,resolution,and%or correction.Rebm of Defective Media.Customer may return any defediue media directly to Tyco using a Tyco furnished return authorization number.Fee for Reinstatement.Customer may Incur reinstatement charges('Reinstatement Fee')al Tyco's then current rates,if it allows SSS to lapse and later requests reinstatement within one year from the time the SSS lapses.Limitation of Liability.Notwithstanding anything in the Agreement to the contrary,Customer acknowledges and agrees That neither Tyco nor its Supplier will be responsible br Problems caused by changes in Me operating charactehstes of the Equipment/System upon which the Covered Software is operating,or for problems in the interaction of the Covered Software wth Customers Nehwk or existing software/firmwareThardware. In no event T Tyco and/or Tyco Supplier be liable for any(a) third party claims',(h)loss or damage to any systems,records or data,or liabilities related to a violation of an indlvltlual's privacy rights;or(c)indirect,inddental,special consequential. punitive,reliance,or cover damages(including lost profits and lest savings). Customer further agrees that,in no event wll Tyco's and/or Tyco Suppliers aggregate llab?N regardless of cause(including,but not limited to,liability for negligence,strict liability.breach of contract,misrepresentation and other contract or tort claims)arising from the provision of or failure to provide SSS and%or Customers use of or inability to use any Covered Software or related System,exceed the lesser of USD$1000 or the total S55 Fees paid by Customer. A.14. Lynx Network Duress and Emergency Notification System('Lynx System'). Intentionally left blank-Lynx System/Services have not been purchased e.-Fonn 8880LJE01(09/20151 Page 4 of 8 ©2015 Tyco Ni Rights Reserved A.15. REID Trading System[System"). Intentionally left Wank-REID Systems have nol been purchased. A.16.Additional Services.If any other services,including but not limited to the following,are being furnished under this Agreement,Customer and Tyco v 11 enter into a separate Rder that will be attached to and incorporated as pail of this Agreement(a)Select Link-Immediate Response Information System(IRIS)(b)Managed Amass Control(c)Electronic Article Surveillance('EAS')(0)Guard Response Service(e)Radio Frequency Identification('RFID')(e Training Services(g)Watchman's Reporting Service. B. Warranty(90-Day). 1. If the transaction type is'Direct Sale',any part of the System(as distinguished horn the Fnnware/Sofware)installed under this Agreement,including the wiring, which proves to be defective in material or workmanship whin ninety(90)days of the date of oampletlon of the installation('Warranty Period'),vlk be repaired or replaced at in Tyco's option Wren a new or functionally operative part Materials required to repair or replace such defective components will be furnished at no charge during the Warranty Period. Warranty Services WI be furnished during Tyco's'Normal WoAreng Hours'(between 800 A.M.and 4.30 P.M.Monday through Friday,except holidays). Warranty Service performed outside of these hours is subject to additional charges. 2. For'TycoUWned'equipmenlhyslems. (a)the equlpmenVsystems are provided"AS IS"and Wthout warranty',and(b)Customer is responsible to maintain such equipment/system in goad working order. 3. The blowing'Conditions'are not covered by Warranty' (a)damage or extra service time needed resulting from accidents,acts of God lightning.strikes,riots,floods,termr'sm,acts of War,alteration,misuse,lampenng or abuse,adlusbnents,repairs or maintenance not performed by Tyco,or from pads,equipment,accessories,attachments or other devices not furnished by Tyro;(b)Customer's failure to properly follow operating instmdions provided by Tyco or OEM.(c)adjustments necessitated by misalignment of video cameras,improper adjustment of monitor brightness and contrast tuning dials or insufficient light on be area viewed by the camera(s),(d)trouble due to Interruption of Internet,telecommunications,and/or electrical service; (e)battery failure;(U devices designed to fail in protecting the equipment/system,such as,but not limited to.fuses and circuit breakers;and(g)System modifications/customization requested by Customer. It Customer calls Tyco for Warranty Service and Tyco's representative finds that one of the'Conditions'has led to the inoperability or apparent inoperability of the Equipment/System or any component,Tyco may bill Customer for the service call whether or not Tyco actually works on the Equipment/System. If repairs are required due to one of the above'Conditions',Tyco will charge Customer for such work on a time and materials basis at Tyco's then applicable rates for labor and materials. 4. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO,ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.THE CUSTOMER'S EXCLUSIVE REMEDY WITH RESPECT TO ANY AND ALL LOSSES OR DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER,INCLUDING TYCO'S NEGLIGENCE,IS REPAIR OR REPLACEMENT AS SPECIFIED ABOVE.TYCO WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE,INCLUDING WITHOUT LIMITATION,DAMAGES FOR PERSONAL INJURY OR DAMAGES TO PROPERTY,HOWEVER OCCASIONED,WHETHER ALLEGED AS RESULTING FROM BREACH OF WARRANTY OR CONTRACT BY TYCO OR NEGLIGENCE OF TYCO OR OTHERWISE. J C. System Req rlremid,Miscellaneo us. 1. Vaults Customer Sensure that a Customerslteso@dbe by d vibration etector s cephen the minimum constructionconstructioconstruction s n characteristicsprioethspo earmrs'L9bra s,Inc. 2. stem Testing. Customer must testall detechon devices or other electronic equipment according to procedures UNLribQdby Tyco E HAsRJg the mfor closed ods and THpromptlyif such equipment fails to respond to nysuch lest U. T Familiarization UNLESS CUSTOMER HAS THE FAMILIARIZATION AMIOI ATINPERIOD(AX(EXCEPTWHERE AFAIARIZA PERIOD I RED BY LAW), STOMERAGRNDSTHAT: (a) ) DURING AFIVE(N)DAY FAMILIARIZATION PERIOD,OR SUCH PERIOD AS IS REQUI EX WAND (b)FOLLOWING COMPLETION THEINSTALLATION NNOT NANTTHE COMMUNICATIONS CONNECTION TO TYC 'SCMG(MCU DURING ANY APPLICABLE EXTENSIONS),TYCO HAS NO OBLIGATION TO,AND WILL NOT,RESPONDTO ALARM SIGNAL RE IVED AT THEiTO CMG MCUSTOMERS PREMISES DURING SUCH FAMILIA ION PERIOD.CUS ER ALSO EES THAT DURING SUCH PERIOD RA HAS NO OBLIGATION TO,AND WILL NOT,NOTIFY ANY AUTHORITIES,CUSTOMER.OR A PERSON ON CUSTOMERS EMERGENCY CONTACT LIST,OR TAKE ANY OTHER ACTION WITH REGARD TO ANY ALARM SIGNAL TYCO RECEIVES,E sN IF DUE TOAN ACTUAL EMERGENCY EVENT. 4. Special Equipmen pehemeq If Customers installation or service of equipment areas inaccessible witho t the useof lifts cranes.or non-standard conditions at theCustomer to rriter require special equipment or installakon or service,Customer will timvide such equipment,or r,reimburse Tycofor any applicable charges or fees. 5 Training Services. Tyco provides initial training to Customer! on use ot the equipment installed al the wise of ins en. Thereafter,Customer may purchase additionalesInonedour increments of Tyco's then crteo rate. an 6. Preparation,, telmsbn and Restorabon. Unless otherwise noted herein,Customer iirestiefor providing' ( )any ecessarry electric current,(b)an outlet within feet of alarm control panel,(re eplwnemnn b ,(d)netwoydrps,ayd(e)ssarequiredcoedut, iremob, rother raceway,Many required IPlddrmsoassgngs. yandg) dieorsretsole software licensing. The installation equipment/system may necessarily require cuffing,bolting ir fastening into Customer's floors,walls andlor ceomas.Tyco pacllnot bnt responsible any exenses related to intrusion,meth, us bacteria,erVP rot,patching,flooror wall finishing,or paint,tile,carpet wallpapermatching.restorationetrelemeortredwingfominactln or service of e equipment/system 7. Battery Powered Devices.Customer understands Mal any bTHery'poBAeremotion EteaD ,smokedetectors,O and windowcontact fs itlT And otherd teOp sensors iI e sensed detisAgreement GE tooperate.THESE BATTERY-POWERED DETECTION SENSORS WILL OT OPERATE,AND THE ALARM WIha NOT SOUND,IF THE BATTERYENERGY LEVEL OR CHARGE IS LOW,OR DEPLETED It is Customer's sole responsibility to maintain and replace batteries Customer shall carefully read and follow the curet manual,instructions and warnings bran such equipment and regularly inspect the sensrs for dirt and dust buildup and test the sensors weedy to help maintain continued operation. 7.Closed Circuit TeleWsian CCCTv)Ndee Equipment.rup ;(a)System RequirementsspCustomerforoili or . adequate ilnlgReco do g.under rralbnsi n conditions fovideo Ore proper equipment kith of any video minlgand (ii)any requiredcaab0tyCTower th Au;and nasd solely on monitors. forr (b)Audio tbn Customer'ssjmMnntt nolve orappiovequipmentert audio recording andlorprior monitoring capability pVbeo Audio. B Audio')isbased with un Customer's own independent businesstoeraccepts lodgment espansany ofinvolvementknowing gandfpmcompTym.ithrtain laps may Ala ,including tut use of mtedto wNqude ensinstallingthc Viand conAwulo is Custebe sremin Customers p thewa ing of Cusltomfr's use of u fully rcomplgnncam all oNg laws, ingtslpre ices to a requirements that clear and conspicuous notice be posted 0Gns Customers premisesWdmbAof Customer's use of audio recording and/or monitoring equipment on its premises. S.New York City Fire System. Intentionally left blank.-covered system is not installed in NYC —J D.Electronic Medial Personal Information;Consent to Call,Text or Email t Eectronic Media.Either party may scan,fax,email,Image,or otherwise convert this Agreement into an electronicformat of any type or form.now knov n or developed in the future.My unaltered or unadulterated copy of this Agreement produced from such an electronic format will be legally binding upon the parties and equivalent to the original br all purposes,including litgalon.Tyco may rely upon Customer's assent to the terms and conditions of this Agreement,if Customer has signed this Agreement or has demonstrated its intent to be bound whether by electronic signature or othenfAse.2.Persona I Information.Customer represents and warrants that Customer has obtained all consents and has the right to(a)disclose to Tyco all personal information disclosed hereunder concerning indlMdua6femployeesforoIer third parties including all information contained in Customer's Emergency Call List('ECL'),(b)permit Tyco to collect(including consent to record telephone conversations with Tyco).use,disclose and transfer such personal information',and(c)expressly authorizes Tyco to use such personal information to administer the relationship and the agreement between Customer and Tyco.including,but not limited to.contacting Customer personnel at the telephone numbers and/or email addresses provided'(i)using SMS,text,prerecorded messages,or automated calling devices to deliver messages to set/confirm a serv'Icefmstllaton appointment;and/or(ii)to provide intormalon or offers about products and services of interest to Customer.Customer adnevledges and agrees that Tyco may share all such information Allh its parents,subsidiaries,affiliates and its/their successor expirations or any subcontractor or assignee within and outside the country in which the Customer is located and thereby subject such Information to the laws of such countries. E.Limitation of Liability,Indemnification(Sale of AccessMdeo Equipment and Installation Only).Notwithstanding anything to the contrary in this Agreement or any purchasing document presented by Customer,only Video and/or Access Equipment and Services shall be provided by Tyco under the terms and conditions of this Agreement.The Equipment and Services provided by Tyco under this Agreement will not include'.(a)burglar and/or fire detection or alarm equipment or monitoring,maintenance,Inspection or other services;(b)security guard services',or(c)architectural,engineering,or design professional services.If any other egcipment or services are requested by or provided to Customer,then such equipment amdbr services shall be provided under a separate written agreement executed by Customer and Tyco which shall contain the alarm industry specific terms and conditions found on www.lycois mmistandardlandc. I.Indemnity.(a)Tyco shall defend,indemnify and hold Customer,its corporate affiliates,and their respective officers,directors,agents and employees harmless from damaged ability and expense resulting from the negligent ads or wilful misconduct of Tyco's agents and employees committed while performing Ser ces on Customer's premises,to the extent that they are Me direct cause of the loss,damage or injury to third parties or Customer's property(e.g.,equipment dislodging and striking a third party due to Improper installation),as opposed to being caused by an oomnence or the consequences therefrom that he Equipment or Servers were intended to deter,detect or avert.(b)Customer shall defend,indemnify and hold Typo,its affiliates,and their respective officers,directors,agents and employees,harmless from damage,liability and expense to the extent that any such loss is nol directly caused by the negligent acts or willful misconduct of Tyco's agents andlor employees,or arises oul of any claim related to invasion of privacy,infliction of emotional distress,harassment,violation of eavesdropphgtMretapping laws or similar claims arising out of Customer's use of the Equipment andlor Services. e.Form 88eoUEo1(092015) Page 5 of 8 o 2015 Tyco 0u Rights Reserved 2 Limitations on Liability.If Customer uses the Equipment and%or Services to aid in monitoring or controlling the location or activities of persons on or about its property and premises, Customer acknovepees that the Equipment and%or Services are not intended to be the sole means for doing so.Tyco's Equipment and Services do not cause and cannot eliminate occurrences of the events they are intended to deter,detect,avert or record Tyco is not an insurer of the safety or security of any person,entity or property,or against the risks attendant to a person's presence in,or ingress to or egress from any building,property or area that may be monitored by the Equipment and/or Services. The amounts Tyco charges Customer are nol insurance premiums. Such charges are based upon the value of the Equipment and Services provided and are unrebted to any such risk of loss. Tyco does not undertake and assumes no liability for such risk by povi6ng the Equipment and%or Services. If Tyco is nevertheless found liable under any(peal theory for loss,damage or injury caused directly or indirectly by occurrences or the consequences therefrom which the Equipment and/or Services are intended to deter,detect,avert or record,Tyco's liability shall be limited to the sums pap by Customer for the Equipment or Services at issue as Customer's sole remedy. Tyco is not responsible for the preservation of any computer programs or data and Customer is responsible for maintaining adequate back-ups. F.Other Charges:Remedies;Termination.l There may be a service charge to Customer or cancelled Installation/service appointments if Customer cancels less than 24-hours prior to dispatch,or if Tyco's representative is sent to the Customer's premises in response to a service call for false alarm or System malfunction caused by Customer's operation contrary to instructions,failure to close or properly secure a window,door or other protected point,or improper adjustment of monitors or accessory components.2 Failure to pay amounts Wien due shall give Tyco,in addition to any ober available remedies,the right to terminate this Agreement and to charge interest at the highest legal rate on delinquent amounts.Customer agrees to pay all costs,expenses and fees of Tyco's enforcement of this Agreement,including collection expenses,court costs,and attorneys'fees.Installation Charge(s)are based on Tyco performing the installation with its own personnel.If for any reason installation must be performed by outside contractors,Installation Charge(s)may be subject to revision.3.In addition to any other remedies available Io Tyco,Type may terminate this Agreement and discontinue any Service(s)if(a)Tyco's CMC is substantially damaged by fire orcabsteghe or if Tyco is unable to obtain any connections or pnvileges required to transmit signals between the Customers premises,Tyco's CMC or the Municipal Fire or Police Department or other first responder,(b)Customer tails to follow Tyco's recommendations for the repair or replacement of defective parts of the System not covered under the Warranty or OSP Service;(c) Customer's failure to follow be operating insNadiens provided by Tyco results in an undue number of false aams or System malfunction;(d)in Tyco's ale opinion,the premises in which the System is installed are unsafe,uns01tab0,or so modified or altered after installation as to render continuation of Service(s)impractical Or impossible;(e)Tyco is unable to obtain or continue to support technologies,Telecom Services,COmmOnicat100 Faci1i10s,Equipment or component parts thereof that are discontinued,become obsolete or are otherwise not commercially available;or(0 Customer falls to make payments Wien due or otherwise breaches this Agreement. Tyco will not be liab0 for any damages or subject to any penalty as a resuh of any such termination. G.Hazardous Materials. For all projects except those involving newconstmdien,Customer represents and warrants that to the best of Customers knowledge the work site is free of any hazardous materials.The term'hazardous materials'includes but is not be limited to asbestos,asbestos-containing matenal,polychlorinated biphenyl('PCB'),fomalrehyde or other potentially toxic orothenvise hazardous material.If any such substance is discovered on the work site.Tyco will not be required to install or service the Equipment at such she unless and until Customer certifies the removal or safe containment of such hazardous matenals.Customer shall indemnify,defend,and hold Tyco,its officers,directors,agents,and vendors harmless from any damages,claims,injuries,liabilities resulting from the exposure of Tyco's employees,contactors,or subcontractors to hazardous materials at the work site;pmvitled,however, that the foregoing provision wilt nol applywhen it has been determined that such hazardous materials were brought to the work site by Tyco. H.Waivers.:Waiver of Jury Trial.CUSTOMER AND TYCO BOTH AGREE TO WAIVE THEIR RIGHT TOA JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN ANY MANNER CONNECTED WITH OR RELATED TO THIS AGREEMENT.2.MUWal SAFETY Act Waiver.Certain ofTym s systems and sendces have received Certification and%or Designation as Qualified Anti-Terrorism Technologies COATI')under the Support Anti-terrorism by Fostering Effective Technologies Act of 2002,6 U.S.C.§§441-444(the'SAFETY Act'). As required under 6 C.F.R.25.5(e),to be maximum extent permitted by law,Tyco and Customer hereby agree to waive theirnght to make any claims against the other for any losses, including business intemmtion losses,sustained by either party or their respective employees,resulting from an activity resulting from an'Act of Terrorism'as defined in 6 C.F.R.25.2, when QATT have been deployed to defense against,response to,or recovery from such Act of Terrorism. I.Miscellaneous.l Enbrceabiliry.If any of the provisions of this Agreement shall be determined to be invalid or unenforceable,the remaining provisions shall remain in full force and effect. 2.Pamgraph and Section Headings;Captions;Counterparts.The headings and captions contained in this Agreement are inserted for convenience or reference only,and are not to be deemed pad of or to be used in construing this Agreement.This Agreement may be executed in any number of counterparts,each of whits shall be deemed to be an original,but all such separate counterparts shall together constitute but one and the same agreement.3.FARs.Tyco supples'oemmeraal items'wthin the meaning of the Federal Acquisition Regulation (FAR),46 CFR Pads 1-53.As to any customer order for a U.S.government contract or funded directly or indirectly with Federal kinds,Tyco will comply only mith the following mandatory bow-downs for commercial item subcontracts pertaining to Utilization of Small Business Concerns,Equal Opportunity,Affirmative Action,and Veterans Employment:52.219-8,52.222-26; 52222-35:52.222-36:and 52222-37.4.Export Control.Customer shall not export or re-export,directly or indirectly,any: (i)product or service provided under this Agreement:(ii)technical data;(iii)software,(iv)infomdatan;or(v)items acquired under this Agreement to any country for which the United Stales Government(or any agency thereat)requires an export license or otherappmval without first obtaining any licenses,consents a permits that may be required under the applicable laws of the U.S.or other foreign jurstlictions,including the Export Administration Act and Regulations and shall incorporate in all export shipping documents the applicable destination control statements. Customer shall.at Its own expense,defend, indemnify and save Tyco harmless from and against all third party claims.liability,loss or damage(including attorneys'fees and other defense costs),assessed against or suffered by Tyco as a result of an allegation or daim of noncompliance by Customer with Nis Section. The obligations contained in this Section shall survive the termination or expiration of this Agreement. 5 Insurance. Tyco maintains comprehensive General Liability and Automobile Liability Insurance in amounts that meet or exceed 51,mo,030 per incident-$2.000,000 in the aggregate and Workers Compensation coverage as required by law.Tyco will not he required to provide a waiver of subrogation in favor of any party,nor will Tyco be required to designate any party as a statutory employer for any purposes.6.Tyco Brand Without exception,Tyco-branded Signage,Including yard signs,Window sliders and warning signs MI remain Me property of Tyco and may be removed by Tyco at any time. Customers right to display Tyco-branded Sgnage is not transferable and ceases upon termination or expiation of this Agreement. 7.Resale.If is connecting to a previously installed existing system,to the extent the previously installed existing system is Customer's properly,it shall remain Customers property. J System Software;Network Connections.1.Any software provided with the System or in connection with the Seances is proprietary to Tyco and%or Tyco's supplier(s)and is licensed or sublicensed to Customer on a non-exclusive basis.Customer may not(a)disclose the Software or source code to any third parties,(b)duplicate,reproduce,or copy all or any part of the Software,or(c)use the Software on equipment other than with the designated System with which it was furnished.A separate Software License Agreement or End User License Agreement between Tyco and Customer and/or the software publisher may be required to use the software and/or obtain updates/upgrades.If the installed Equipment is to be connected to Customers computer neyoha 5NeNod2),Tyco will knish and install the software needed to run the Equipment and will connect the Equipment to the Network according to the Network settings supplied by Customer. Installation shall not include modifications to be Nework,seventy,or firewall settings. Customer will supply a TCP/IP Ethernet network address and central processing unil per Tyco specifications for access control system operation. Tyco shall not be responsible for the setup,operation,or maintenance of the Nebwmk or Network performance or compatibility issues. Tyco may assess additional charges,if Tyco is unable to connect to the Network or if any additional Equipment is required to facilitate connectivity between the Network and the Equipment. 2.Open Source Software.Tyco represents and warrants to the end user of the System that,to the extent the System includes any Open Source Software,the internal use and operation of the System by the end user will not create any obligation on the part of the end user under the lerms of any Open Source License(i)to make any source code or object code available to third parties,or(Li)to license,disclose or otherwise make available to third parties any proprietary software,data or other infomalion,or any associated intellectual properly.As used herein.the term'Open Source Software'means any software,program,module,code,libary,database,dnver or similar component(or portion thereof)that is royalty free,proprietary software,the use of which requires any contractual obligations by the user such as,withoutlimitaton,that software bat is subject to,distributed,transmitted, licensed or otherwise made available under any of the following licenses:GNU General Public License,GNU Library or lesser Public License,Berkeley Software Distribution(B50) license(including Free BSI]and BSD-style licenses),MIT license,Mozllla Public license,IBM Public License,Apache Software License,Artistic license(eg.,PERL),Sun Industry Standards Source License.Sun Community Source License(SCSL),Intel Open Source License,Apple Public Source License,or any substantially similar license,or any license that has been approved by the Open Source Initiative,Free Software Foundation or similar group(collectively,"Open Source Licenses'). K.Force Majeure.TYCO ASSUMES NO LIABILITY FOR DELAYS IN INSTALLATION OF THE SYSTEM OR ANY EQUIPMENT OR FOR THE CONSEQUENCES THEREFROM, HOWEVER CAUSED,OR FOR INTERRUPTIONS OF SERVICE OR FOR THE CONSEQUENCES THEREFROM DUE TO STRIKES,RIOTS,FLOODS.TERRORISM,ACTS OF GOD, ACTS OF WAR,OR ANY CAUSES BEYOND THE CONTROL OF TYCO.TYCO WILL NOT BE REQUIRED TO SUPPLY SERVICE TO CUSTOMER WHILE INTERRUPTION OF SERVICE DUE TO ANY SUCH CAUSE CONTINUES.IN NO EVENT WILL TYCO BE LIABLE FOR LOSS OF SPECIAL,INDIRECT.INCIDENTAL OR CONSEQUENTIAL DAMAGES. L.Assignment. This Agreement is not assignable by the Customer except upon written consent of Tyco first being obtained Tyco shall nave the nob(to assign this Agreement orb subcontract any of its obligations under this Agreement without notice to Customer. M.Tyco License Information:AL 2014/15-1498,1498,1500,1501,1 W2,1542,594,595 The Security Industry is governed by the rules and regulations of the Alabama Electronic Security Board of Licensure. If you would like inbrmabon on these rules and regulations or would like to registera complaint you can contact the Board at. AESBL 7956 Vaughn Rd.,Montgomery 36116,(334)264-9388 Far. 334-264-9332 AK 38361,5430 Fairbanks Street,Suite 8 Anchorage,AK 99507 AR 0030740110,003S87,Regulated by Arkansas Bd.of Private Investigators 4-Form eeaoueol(oemols) Page 6 of 8 0 2015 Tyco All Rights Reserved • &Private Seculny Agencies,91 State Police Plaza Dr,Little Rock 72209,(501)B188609 AZ R0C281489 CA AC07207,917249:alarm company operators are licensed and regulated by the Bureau of Security&Investigative Services,Dept.of Consumer Affairs,Sacramento,CA 95814 DC EC51327 FL EF20000413,EF21000890,EF201p0341,EF001Y0478 GA LVA002833, LVA205386,LVA204776,LVA205526,LVU001160,LVU004635 HI CT-32427 IL 127001526 MA 45-C MI 3601206461,5103373,6060 Torrey Rd.Suite F Flmt,MI 48504; MN TS651063 MS 15024068 NC B46-GSA,4901 Glenwood Ave.. Suite 200,Raleigh,NC 27612,(919)788--5320 NM 375283 NV0077542 NY 12000305846,licensed by NYS Dept.of State OH E16282,50-18-1052,5-251050,50-240003,50484032,5057-1119,53-31-1582 OK 67 OR CLE322,197010, PA Pennsylvania Home Improvement Contactor Registration Number, PA010083 RI 18004,TSC2723,AF-09170 TN C-1704,-1705,-1706,-1)W,1708-1709,-17ID,-1711 TX B00536,4200 Buckingham Road Ste 150,Fr.Worth,TX 76115-Dept of Public Safety,Private Security 5805 N.Lamar Blvd,Austin 78752 UT 8390598501 VA 11-7587,11-7 5 81 11-7 5)511-7591,11-7589,11-7578,2705147765A WA TYC011588600,11824 N Creek Pkvy.#105,Bothell,WA 98011 WV 050291. Mississippi: MS 15024088 The bregofng list shows only those license numbers Tyco Integrated Secuhry LLC('TycolS')is required by law to include on marketing materials.A comprehensive list of licenses he by TyoDIS is available on wwv.tycois.com(Legal). California Customers Only:Upon compbpon of the installation of the alarm system,The alarm company shall thoroughly instruct me purchaser in Me proper use of Me alarm syslem.Failure by the licensee,Wthout legal excuse,to substantially commence work Whin 20 days from the approximate date specified in the agreement when the work will begin is a violation of the Alarm Company Act. ©2115 TYCO.All nghts reserved. e Form eewuEol(09/20151 Page 1 of 8 e 2015Tyco AU Rights Reserved tqco Integrated Security COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO. 0122-HOMESTEAD, 112203661 1-1 H4P]DG FL ADDITIONAL TERMS AND CONDITIONS OATE.10/21/2015 Tyco Integrated Security LLC('Tyco") Monroe County Board of County Commissioners dTla:Duck Key Security District,Camera System Installation Troy Smith and Maintenance 3133 Commerce Parkway, (Customer') Customer Premises Serviced Miramar,FL 33025 Customer BINinn Information 1100 Simonton Street room 2-216, Tel.No.(954)415-9880 1100 Sm0nbn Street room 2-216, Key West,FL 33040 Key West.FL 33040 Attn:Clark Briggs Attn:Clark Briggs Tele.No.(305)292-4468; ct, -n Tele.No. O F z o in Or. 0 Notwithstanding anything In tie Agreement to thecontrary,Tyco and Customer agree as follows: CO O CI O Terms and Conditions YA Y Ire Scope of Work.Tyco vfll endeavor l0 furnish the Services and to i install or cause t0 be installed the Equipment orSystem(s)specified in this Agreement.Customer unieFands Matta may situations Mere,due to local requirements,Tyco vAIl not be permitted t0 contract with Customer br certain specialized sersices such as fire suppression or locl4ith services.1r such cases,Tyco vAIl use reasonable commercial efforts to identify properly licensed subcontractors to perform the work on Customers behalf. Failing to identify su4NMubcontractors j .D not constitute breach of the Agreement on the pad of Tym and Customers exclusive remedy pull be to obtain a refund for any such work nor perbmed. Annual Service Charge—Initial Term.Tyco agrees to honor be Annual Service Charge fro Monitoring Services specified in this Agreement for the Intlal Tern of be Agreement.Thereafter, the Annual Service Charge may be increased by the increase in the Consumer Pnce Index for Urban Wage Earners CCPI-W),All Items,U.S.City Average for be prior Melva(12)month ported or 5%,whichever is less. Ceiling Tiles,Painting,Patching.Tyco is not responsible for damaged ceiling Nes,painting or patching Electronic Media.Either parry may scan,fax,email,image,or otherw,se convert this Agreement into an electronic formal of any type or form,now known or developed in the future.Any rottener or unadniteraI 1 ropy of this Agreement produced from such an electronic format veil be legally binding upon the parties and equivalent to the original for all purposes,including litigation.Tyco may rely upon Customers assent to the terms and conditions of this Agreement.if Customer has signed this Agreement or demonstrated its intent to be bound whether by electronic signature or otherwise. Customer agrees to pay,or reimburse Tyco for the purchase of any required permits and payment of any fees assessed by the AHJ,in addi on to reasonable administration fees assessed by Tyco to obtain and maintain such permits.Tyco makes every reasonable attempt to estimate and collect such fees from Customer in advance of the installation;however,in some cases it is not practicable or possible to do so.In such event,Customer MI be Invoiced for the fees owed and balance due. Changes and Extras. No changes,modifications,additions or deletions to the Worwill be performed unless the following are agreed b In a signed wiling.(I)Spe0lNcatIpIs,(2) Adjustment to Work Schedules,and(3)Adjustment to the Contract Price reflecting price conditions on the date of the change,modification,addition ordeetion. The Customer may defer Me dates for commencement or prosecution of the Wait upon giving reasonable notice to Tyco and or reasonable cause,and any such change will be treated as a suspension of the Work. The Customer may request overtime and additional shifts subject to Tyce's reasonable ability to comp'ywith the request,and the additional Work requested vAll be subject to Tyois standard labor rates for the geographic area and shifts involved.Any associated cuts will be added to the contract price. Change Orders. Any changes in the Work,Equipment or Materials requested by be Customer after executon of this Agreement must be(I)authorized in writing by the Customer,and(2) paid for by the Customer,in full,prior 10 commencement of the Work. Point of Connecton. If a connect0n is made to any Customer-owed equipment,(1)Customer VAll furnish at Customers owl expense relays or other facilities required for the connection; (2)Tyco assumes no responsibility for the maintenance,operation,non-operaton actuation,non-actuation or n dlss or erroneous actuation of the Customer-owned equipment;(3)if the Customer-owed equipment is nol in good operating condition,Tyco may terminate any services.and(4)Tyco vAll not be held liable for damage or be subject to any penalty as a result of such termination. rElectrical Power. Customer is responsible for providing 110V power al each devicelocation. All other terms and conditions of the Agreement,except those expressly modified herein,shall remain in full force and effect. TYCO INTEGRATEDSECURIn' LC CusTOMERMonroe County f Commissioners Presented by: ( Aoepted By: (Signature of T ales Represen a ry 1 (Signature of Customer' Author d esentative) Sales Agent:Trovsmt Heather arru ers Sales Representative Registraton Number(if applicable). (Name Printed) Title: Ma or/Chairmanir Ls M1'GY Date Sgd Signed. orii b.}5 l kLleaPOc.}Q�Lct r- aaa,C1CI_ CLERk ttka ,n e Form eeeeuEci osams, 1p ii c�-/k�� F _ r (.�/ ' L9NC l • • .� RightsReserved `tiv s • CERTIFICATE OF LABILITY INSURANCE a gesiBrawn Ins 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 CONSTRUIE A CONTRACT BETWEEN THE ISSUING INSURER, AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER IMPORTANT: It the annals holder Y a ADDITIONAL INSURED,Is pelkylW)east be endorsed. It SUBROGATION IS WANED,steed to the Yves and cenallons oft .policy,certain packs my inks en endreamNL A SI-Owsnt on Sts we W aale does not confer rights to the orMka(holder Y NMI of such wdonement a). ✓ams SIIT Cindy Statham, Michael Staetny or Ttnye Cute/ion Mwrh USA Inc. 1044 e9e-oo9i IIP�`er< 11EASwuaoHSAmaloe Please see bottom of and page New Yak NY 11093 wMNpNWAROwatoama MEN• INSURER A ACE Mwdren Insurance Canary 22667 ✓EM INSURER B:ACE FVe UNbnwMS Inelerme Conway 20/02 Tyco Negated Security LLC INSURER C: Wen*Mwawe Company of Nall A.S. 49675 3133 Caaeace Pathway Unna,FL 39S26 United Stale COVERAGES CERTIFICATE NUMBER: 152I850-A REVISION NUMBER: THE IS TO CERTIFY THAT TIE POLICES OF INSURANCE tmTBI NEON HAVE BEEN ISSUED 10 THE dsURe)WANG ABOVE FOt THE POW?PERIM ' REIGATE). mom ins['ANON)ANY REQUIRSIENT,TERM CR CONDITION OF ANY CONTRACT OR OTHER UDOaeT YAM RESPECT TO MY1 ICH THIS CERTIFICATE WY BE MaE)OR MAY PERrAN.THE INSURANCE AFFORDED BY GE POOME DerREED HEREIN M SUBJECT TO PAL THE TERM. Na 00¢JBWH .W S o cONDMO DCF SUCH POWER limns SIOMI WY HAVEMHI RECOIED BY P D WOOL X mv enRDAWICf AM w AM Inoe s• POUCTIenBtAVM SUM MCI A X Ra>MEEMAMOWAtutrm HDO G27400859 1W1DOE 10012316 orTIOmeeENCE Stpaem.W lo VI 11 au- ®m, OMHTlaaMAYACBe Han Iwo smswanmeet) $4n,a PnNONLa AENMARY $1.1110J00e00 OEM L Aaa®MEpLilt.wRSM9t maw.1006iRE Fzauadolm x PaLY❑.IBGt DWG MOMS-CAMP IB F2.I30.E00.ee Met A AR ua OMOaOAn GAY IEJ 06(SeiWs ND 1W/2116 ¶Ir ma IS g a ra!UDR S1,Dossoaco A X Nee Arm WHloe8111.l](fit 101P20M GEM. owls MANY Fereesi ED AUTOS aocen-a. ,V wpVwYw X I�A1nm x P AMA �IRMea MEW Iee1{RFF$) SAID.00Ia MMa US W _e9R CAC HOftleBkE ermawa aNaYw£ Am KA PRODUCTS T W1a- OW I IRUBwN. PEAIPSHIE ray A ANDORKER01 SCOPINININTION MIA C1�!(AZ CA MA) INVAIO 1W1p0 Misr X I IFn C Oi�selEIDp Li NIA 1VTR S EICF taans 10NdO10 all�eN1 ! S2AM.Oa00 (AlW[MerBWe) 1WVA16 1011120113 AAndebb Md ELUWE-EABat01EE SUOI.N W OFSpplaweffiniall¢a9NtlOn eb EL mnEE-POCMS! 42.060A16.00 ' - t (APPR E 9IRENT V ¢emcee PAW RA1hVR1 raA1 SIYHeaE(Acawln.AebO Rama rmnr.egradrae..rw,Mdad WAIVE N/A V _ Monroe Canty 00CC Is an Mailbag Insured as to lapecbt to OGleal Liability and Alto'stay,as moiled by the wdllen contract - CERTIFICATE HOLDER CANCELLATION • Mesa County BOCC alfutD MY OF 11E MI VE resaucomp POISES E CAII .LE)BEFORE 1100 Simonton St THE EXRATION DATE TERN. NOTICE WIA BE DEMERS) IN Room 62-2t6 ACWIIOIWCERBN THE PDXIGY PROWIONs. Keyy Wed,a 33040 Dried States • AWE I PRRMCisenena 01963.2014 ACORD CORPORATION, AI lights nerved. ACORD 25(201401) The ACORD name and Io90 we r.DNlered marks of ACORD AWWY DNITOI W: LCCA e� ADDITIONAL REMARKS SCHEDULE rage 2 of 2 Mar:USA Inc. 31a Comoros FOINNSy PO( TmS MlsnW,a 33025 United Stang Wta61 RUC EPFECTNEDS ADOMONAL REMARKS THIS ADO ONAL REMARKS FORM IS A SCHEDULETO ACORD FORMS FORM opagonR: 25 FORM Num CERTIFICATE OF UABLITY INSURANCE RWARDIa6 NOTION OF CANCELLATION 10 C SIPn(rs I X, R2: This endorsement modifies the notice of cancellation of insurance paovided hereunder: Should any of the above described policies be cancelled, other than for non-payment of pretma, before the expiration date thereof, 30 days advice of cancellation will be delivered to certificate holders in accordance with the policy endorsements. All other terns and conditions of thin policy remain unchanged. FOR QUESTIONS REGARDING THIS CERT ACATE OF 80URANCE CONTACT: Sherri Willer (Snail: swillerstyco.cem Monet 561-112-5136) hal CenTFICATE 6 AYMICS WASYR91.ATma AW)CBAH®MY MS nilba:-:aVW Mwas ReeuMbrlMYWWMmmnnntIs aa_a-Tmbibs TolasaadE]Bnma bbpeGaYmaY Yyloaa oe CMeiWA ACORD 101 BSI) 02005 ACORD CORPORATION. Al dgNl IWNTnd. The ACORD noon and logo an omglotand mats of ACORD A�R13 CERTIFICATE OF LIABILITY INSURANCE DATE(MMDWYYYY) 9n80013 MIS 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 INSURERIS), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policylles)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: Marsh USA Inc. PHONE FAX 1166 Avenue of the Americas sac,NOR New York.NY 10036 ADDRESS:. _ .. .. INSURERIS)AFFORDING COVERAGE NAIC N INSURER A. ACE American Insurance Company .22667 INSURED INSURER B. Indemnity Insurance Company of North America 43575 Tyco Integrated Securely LLC. 1501 Vemato Road Boca Raton,F L 33431 United States COVERAGES CERTIFICATE NUMBER:1113742-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 CR 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 TYPE OF INSURANCE (AWL SUBR POLICY EFF POLICY EXP She LIR MISR wvn POLICY NUMBER ( IYYYV) IMVOWYYYYI LIMITS A GENERAL LIABILITY X HDO G27326699(Primary GL) 10/1/2013 10/1/2014 EACH OCCURRENCE 5 41WO,OW 00 X COMMERCIAL GENERAL LIABILITY PRE MIS REMISES R NTED ES OREcc rre) -5 $1000 W000 DAMAG CLAIMS MADE X OCCUR MED EAP(Am one person, 5 $1000000 OWNER'S&CONTRACTORS PROT PERSONAL&AO/INJURY I,S $1,0'J0 D00.00 ',. GENERAL AGGREGATE ',5 $2000000.00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ $I00000000 X POLICY L IFCT LOC 1.5 A AUTOMOBILE LIABILITY ',.X ISA H0812264A(PSI Other States) 10/1/2013 10/10014 ;EaaaacccidentMNGLElIMIT 15 $f 00DL0000 A X ANY AUTO ISA H08722687(NH)(Pllmary AL) 10/1,2013 10/1/2014 BODILY INJURY(Perpxem) 5 - SCHEDULED BODILY INJURY Per accident) 5 AUTOS AUTOS AUTOS X HIRED AUTOS x AUTOSWNED (PPR DAMAGE S 5 $250.00000 UMBRELLA EMS OCCUR EACH OCCURRENCE ',,$ i EXCESS JAB CLAIMS MADE AGGREGATE PRODUCTS. 5 I DEO '.. RETENTION NEW HAMPSHIRE(CSL) ',S A WORKERS COMPENSATION on tN1p01 i J N1201d X WC SIATN . OTRI AND EMPLOYERS'WBILry SCF C47323526W1( l✓) TORY LIMITS. ER . A ANY PRCPRIETIXllPARTNENEXECUTNE YIN WLR C47323184(CA iAA t0I1120ll 1011I2014 EL EACH ACCIDENT 5 $2000,00000 B OFFICERMEARER EXCLUDED' [N I NIA WI R C4732344! AEI Other Slales) IN1@013 10/112011 (Mandatory In NH) E L DISEASE•EA EMPLOYEE 5 $200000000 It yes describe under DESCRIPTION OF OPERATIONS below EL.DISEASE POLICY LIMIT 5 52000,000.00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IAliacI,ACDRD lot Addltlenel Remarks Schedule,ll more space is required, O N 1 c Giver N sliter. E1 r !limber 1 2 P K MEM news fa. at La(h.: ACORD 1 I or fir-bar rcrnarcs • s- WA _ CERTIFICATE HOLDER CANCELLATION ma �'L Monroe County BOCC SHOULD ANY OF THE ABOVE DESCRIBED ICIES BE CALLS'4NBEFORE 11 DO Smonl6n St THE EXPIRATION DATE THEREOF, NO�FC WILL BSAIOELIURED IN Room#2-216 ACCORDANCE WITH THE POLICY PROWSIORE:__ rn O CI Key West FL 33040 United States AUTHORIZED REPRESENTATIVE N T /.4t1na l...n.(6,, t— CD eam0.wn(Win Ftn. m -:' .Av ©1988-2010 ACORD CORPORATION. ighAA�r NYeserved. ACORD 26(2010/05) The ACORD name and logo are registered marks of ACORD -- N a O O CD C. CD A ORn ADDITIONAL REMARKS SCHEDULE AGENCY NAMEDINSURED Marsh USA Inc Tyco Integrated Security LLC 1501 yamato Road Boca Raton.FL 33431 United States EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: REGARDING NOTICE OF CANOfl ATION TO CERTTF:CATE HOLr:ERE: This endorsement nerifies the notice of cancellation of insurance provided hereunder: aid any of the above _ pc 1=ci es r_ Led, ether than Err payment premier, be foie the err date the f, {L days advice .f cancellation ✓n11 be 3 1 ..tea to certificate hrJciers m acccrdance with the ri0Liey erierienenti, AL Diner re_ms and ccnditions :f this policy remain un_nan9ed. FZrARESNG A PDITION L INSURED STATUS: accordancewith thep .Try noo .ions Hen my 3RCL '.d asadd iti..naL c red under this Fr-lo0 , as a .<..Lc Iany crntrart ar ring acme. ,n tvtl inn by the named Insurer and ',limn,' ..0 uey ]C9G Other Addition`_ Insureds: Monroe ..._..nty BCs FOR QUESTIONS REGARDING THIS CERTIFICATE OF INSURANCE CONTACT: II BERT BURGESS (Email: gbu_gees@tyeo.com Phone: 554_fi 5134) IIIIS CE RID ICA IF OF INSURANCE WAS CI NI NAZI a AND OF I lVE RED BY E XIGIS RnkWokSW r m.lerWrates") Business Process Autonatlon to Risk Manaoemen4 Insurance,and Trade Finance to barn nnal EXIOi9 Can do to your business else errs mrn of tar 800928190 ACORD 101(2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD