2014-001 •)J/
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Monitoring Services
AGREEMENT
This agreement("Agreement")is made and effective as of the day of of year a°if ("Effective Date")by
and between:
1. Acadian Monitoring Services,LLC,a limited liability company incorporated under the laws of Louisiana and whose
mailing address is P.O.Box 93088,Lafayette,LA 70509-3088("Acadian"),which owns and operates monitoring
businesses known as"Acadian On Watch","Acadian Telehealth Monitoring","Acadian On Call","America On Watch"
and"Mobile Monitoring Services";
AND
2. e. I T Y F lr G L E'P.I-rD pi- ("End User"),whose principal residence is
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WITNESSETH:
That for the covenants and consideration specified herein,Acadian and End User,the parties hereto,for themselves,their heirs,
successors and/or assigns mutually agree as follows:
1.TERM:The initial term of this Agreement shall be for the period beginning on the Effective Date and ending on December 31,
2014.After the initial term,unless terminated,this Agreement shall automatically,without action by either party.extend and renew
itself annually under the same terms and conditions.
2.TERMINATION:To terminate this Agreement either party must give written notice of their intention not to renew the Agreement
or to terminate service at least thirty(30)days prior to the termination of service.End User shall be relieved of any further obligation
to pay any charge only after the termination of service.Acadian may terminate this Agreement immediately upon giving notice of the
following: (1) failure to timely pay, (2)rude or aggressive behavior towards Acadian personnel, and (3) for any other reason that
Acadian deems necessary, in good faith,to protect its personnel or business. In the event of such termination by End User,Acadian
shall not be obligated to refund End User any portion of any rebate or prepayment received by Acadian for monitoring services and
Acadian shall have no further obligations to End User.
3.SERVICES:End User hereby authorizes Acadian to monitor the signal transmissions from alarms,specifically including alarm,
video and/or access systems("System")at locations selected by End User.End User is responsible for installing and maintaining its
System(s),specifically mcludmg security,fire,video and/or access control hardware,and the integrity of the local network. Acadian's
sole responsibility under this Agreement is to provide monitoring services to the System(s)of End User.Acadian's obligations
hereunder shall only begin when the following have been accomplished:(1)End User has(i)provided to Acadian the data required by
Acadian for each System or(ii)submitted to Acadian a properly completed"End User Data Entry Form",and(2)a test signal has
been properly transmitted to Acadian in a manner that is acceptable to Acadian for each condition that Acadian is monitoring at the
locations of End User's Systems.
4.ALARM NOTIFICATION EXCEPTIONS:Acadian shall not be required to give notification of an alarm signal if it has
reasonable grounds to believe that an emergency condition does not exist.Acadian shall also have the authority to give notification of
an alarm condition to persons and authorities not designated by End User on an"End User Data Entry Form"if Acadian,in its
reasonable judgment,believes it prudent to do so,however,Acadian does not have an obligation to do so.
5.FEES:End User shall pay to Acadian,or its assigns,the service fees for basic and/or optional services,which is set forth in the
Pricing Schedule(s)attached hereto,specific to the type of monitoring to be provided or service performed,for each System currently
online.End User shall also pay to Acadian or its assigns all other charges set forth on the attached Pricing Schedule(s) Acadian shall
have the right to increase the prices charged for its services after the initial term but only after providing thirty(30)days notice of such
price increase to End User. Upon End User's receipt of notice that an increase in the prices for services will occur,End User may
terminate this Agreement,without penalty,provided that End User provides to Acadian written notice of such termination within
fifteen(15)days of the date it receives notice of such increase.End User's failure to object to any such increase within fifteen(15)
days of notification thereof shall be deemed an acceptance of said increase
6.ACADIAN'S OBLIGATIONS:The parties agree that Acadian's only obligations under this Agreement shall be to monitor signals
received from Systems.For emergency response events,Acadian is to make every reasonable effort to make verbal notification to the
appropnate emergency responder and to the other persons whose names and telephone numbers are provided by End User to Acadian-
on its"End User Data Entry Form"or any written update thereto.Acadian is to make and keep accurate records for events where an
immediate response is not required. -
7.MAINTENANCE AND REPAIRS:It is understood and agreed that Acadian is in no way obligated to maintain,repair,service,or
assume the operation of any System belonging to End User.End User shall be solely responsible for knowing how to properly use
their System as well as knowing the procedures necessary to make use of Acadian's monitoring services.
8.PRIVACY LAWS:It shall be the responsibility of End User to procure any authorizations,licenses,or consents necessary to
comply with any laws,including pnvacy laws,rules,or regulations regarding monitoring in the state in which monitoring is to be
performed.In cases where 2-way audio devices are installed for security purposes End User acknowledges and gives Acadian consent
to the audio interception,recording and storage of these audio alarms and events.
9.PROMOTIONAL USE OF AUDIO FOOTAGE:End User agrees to allow Acadian to use all audio footage recorded by
Acadian,while monitoring End User's System(s),for promotional purposes.Acadian agrees to take all measures necessary to protect
the identity of the alarm location and End User for all footage used by Acadian for these purposes.
10.PASS CODES/PASSWORDS:Acadian complies with all governmental rules and regulations related to end user pass codes and
passwords for alarm activations. As such,Acadian complies with all rules and regulations regarding the type of help that can be given
to an end user if they cannot remember or do not know their pass code or password.
11.ALARM PERMITS: End User(1)is responsible for all alarm permits and permit fees,(2)agrees to file and maintain any
permits required by applicable laws and(3)reimburse Acadian for any fines relating to permits or false alarms.Acadian shall have no
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liability for permit fees,false alarms,false alarm fines,police or fire response,any damage to personal property,real property,or
personal injury caused by police or fire department response to alarms(including false alarms),or the refusal of the police or fire
department to respond.In the event of termination of police or fire response,or revocation of End User's alarm permits or licenses,by
the municipal police or fire department,this Agreement shall nevertheless remain in full force and End User shall remain liable for all
payments for all services provided by Acadian.Should Acadian be required by existing or hereinafter enacted law to perform any
service or furnish any material not specifically covered by the terms of this Agreement,End User agrees to pay Acadian for such
service or material.
12.FALSE ACTIVATIONS:Acadian is to keep a record of all false activations received by Acadian from the System(s)of End User
in order to provide records to End User for confirmation of the number of false activations.If End User has twelve(12)false
activations in one(1)year,Acadian,at its sole discretion,can suspend monitoring services to End User upon notification in writing to
End User of its intent to do so.
13.PAYMENT DEFAULT:Should End User fail to pay any monies when due and payable,Acadian shall have the right,without
prejudice to any other remedies,to charge a monthly interest rate of 1%on all delinquent amounts and to terminate this Agreement
after providing End User with at least fifteen(15)days advance written notice and time to cure If not cured,Acadian can rescind or
terminated this Agreement upon written notice to End User.End User agrees to pay all costs for collecting the amounts owed to
Acadian by End User including,but not limited to,reasonable attorney's fees. In addition,Acadian's acceptance of sums due
following an event of default or breach by End User of any of the provisions of this Agreement,including but not limited to payments,
hereunder shall not be construed as Acadian's waiver of such event of default or breach and Acadian maintains all rights and remedies
it may have hereunder,at law,or m equity as a result of such default or breach.
14.SPECIAL PRICING:In the event End User is in default according to the payment terms,and does not cure such default after
fifteen(15)days written notice from Acadian,End User agrees that any special terms in pricing,volume discounts,discounting of any
type,or rebates/incentives,are void and such will be immediately adjusted to current retail price on the current invoice in default and
all invoices thereafter. This new price is automatically agreed to by End User and,at the sole discretion of Acadian,will remain in
effect as long as monitoring services are performed.
15.DISABLING OF EQUIPMENT:Upon termination of service to End User for any reason,End User shall promptly disable all •
Systems so that they will no longer transmit signals to Acadian's monitoring facilities.Acadian reserves the right to charge End User a
reasonable fee if Acadian has to go to End User's location to disable End User's System(s). •
16.EVENTS BEYOND ACADIAN'S CONTROL:Should rendering monitoring service become impossible or impracticable due to
strike,riots,flood,fires,vandalism,terrorism,acts of nature,acts of God or any other cause beyond the control of Acadian,Acadian's
obligations hereunder shall be suspended,or,at Acadian's option,this Agreement may be rescinded.Acadian agrees to the extent
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possible,by reasonable means,to immediately give notice to End User of any such suspension of Acadian's services or rescission of
this Agreement.End User agrees that Acadian shall not be required or obligated to provide service to End User during any period in
which the System located at End User's premises is disabled,damaged,in a state of disrepair,or when End User has repeatedly failed
to use such System properly or follow recommended procedures.
17.COMMUNICATION NETWORKS:End User acknowledges that signals which are transmitted by radio,micro-wave relay,
cellular,internet,or over telephone lines are wholly beyond the control of Acadian and that such transmission media are maintained
and serviced by a utility company or by another entity wholly beyond Acadian's control.Acadian shall not be liable or responsible for
telephone]me,radio,micro-wave,cellular,or internet transmission failure which prevents transmitted signals from reaching Acadian,
prevents the transmission of signals from End User's System(s),or for the failure of any person or entity whom Acadian notifies or
attempts to notify of an alarm or other monitoring condition to respond to Acadian's communication,attempted communication, or
report
18.INCORRECT INFORMATION:It is agreed that Acadian shall have no responsibility for the failure,neglect,or refusal of any
person or authority notified by Acadian to respond to an alarm or emergency response condition,nor for any mistakes or errors made
by End User in providing the names or telephone numbers designated as authorities or persons to be notified by Acadian.
19.DISASTER RECOVERY 800 NUMBER:Acadian requires the use of an 800 number,owned and maintained by Acadian,to
ensure that the proper disaster recovery protocols are followed.Acadian pays for all outbound long distance charges to End User,
responders and responder agencies. End User will be assigned a toll-free telephone number(receiver and/or voice)by Acadian for the
incoming receiver/voice calls. Acadian will charge all inbound long distance fees back to End User on a monthly basis. If End User
leaves Acadian for any reason,ownership of the 800 number can be transferred to End User at End User's written request.End User
may not program alarm panels to dial 1+area code to End User's receiver.
20. INSURANCE Except to the extent that End User has elected an option that relieves in whole or in part the insuring obligations
contained herein,End User shall maintain a policy of public liability and property damage insurance under which Acadian is named as
an additional insured and the insurer agrees to indemnify and hold Acadian harmless from and against all expenses, including
attorney's fees and liability arising out of or based upon any and all claims,injuries,costs and damages arising under this Agreement,
except to the extent such claims, injuries and damages directly result from Acadian's negligent performance or its failure to perform
any obligation. End User agrees that said insurance would be primary in the event of a claim and that End User agrees to issue a
waiver of subrogation on said policies. Acadian shall not be responsible for any portion of any loss or damage which is recovered or
recoverable by End User from insurance covering such loss or damage.
21.THIRD PARTY INDEMNIFICATION OF ACADIAN:IN THE EVENT ANY PERSON OR ENTITY NOT A PARTY TO
THIS AGREEMENT MAKES ANY CLAIM OR FILES ANY LAWSUIT OR DEMAND AGAINST ACADIAN ARISING OUT OF
OR RELATED TO EN USER'S NEGLIGENCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT,END USER
AGREES TO DEFEND,INDEMNIFY AND HOLD HARMLESS,ACADIAN,ITS PARENT,OFFICERS,DIRECTORS,
EMPLOYEES,INSURERS AND AGENTS,FROM AND AGAINST ALL LOSSES ALLEGED TO HAVE BEEN CAUSED
EITHER BY END USER'S NEGLIGENCE,GROSS NEGLIGENCE,WILLFUL MISCONDUCT,OR BY ITS FAILURE TO
PERFORM UNDER THIS AGREEMENT.
22.INDEMNIFICATION OF END USER:ACADIAN AGREES TO INDEMNIFY AND HOLD HARMLESS END USER FOR
ANY EXPENSES,LOSS,COST,DAMAGE,CLAIM,ACTION,OR LIABILITY PAID,SUFFERED,OR INCURRED AS A
RESULT OF ANY BREACH BY ACADIAN,ACADIAN'S AGENTS,SERVANTS,EMPLOYEES OR LICENSEES OF ANY
COVENANT,OBLIGATION,OR CONDITION OF THIS AGREEMENT,OR AS A RESULT OF THE NEGLIGENCE OR
WILLFUL MISCONDUCT OF ACADIAN,ITS AGENTS,SERVANTS,EMPLOYEES OR LICENSEES.THIS SHALL INCLUDE
INDEMNITY FROM ALL CLAIMS,PENALTIES,FINES,COSTS,JUDGMENTS,SETTLEMENTS,FEES AND EXPENSES
ARISING OUT OF OR IN ANY WAY BASED ON ANY VIOLATIONS OR INFRACTIONS OF ANY PRIVACY LAWS,RULES,
OR REGULATIONS.
23.INDEMNIFICATION OF ACADIAN:END USER AGREES TO INDEMNIFY AND HOLD HARMLESS ACADIAN FOR
ANY EXPENSES,LOSS,COST,DAMAGE,CLAIM,ACTION,OR LIABILITY PAID,SUFFERED,OR INCURRED AS A
RESULT OF ANY BREACH BY END USER,END USER'S AGENTS,SERVANTS,EMPLOYEES OR LICENSEES OF ANY
COVENANT,OBLIGATION,OR CONDITION OF THIS AGREEMENT,OR AS A RESULT OF THE NEGLIGENCE OR
WILLFUL MISCONDUCT OF END USER,ITS AGENTS,SERVANTS,EMPLOYEES OR LICENSEES.THIS SHALL
INCLUDE INDEMNITY FROM ALL CLAIMS,PENALTIES,FINES,COSTS,JUDGMENTS,SETTLEMENTS,FEES AND
EXPENSES ARISING OUT OF OR IN ANY WAY BASED ON ANY VIOLATIONS OR INFRACTIONS OF ANY PRIVACY
LAWS,RULES,OR REGULATIONS.
24.ASSIGNMENT:End User may not assign this Agreement without Acadian's prior written consent.
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25.SUBROGATION:END USER,ON ITS BEHALF AND ANY INSURANCE CARRIER,WAIVES ANY RIGHT OF
SUBROGATION END USER'S INSURANCE CARRIER MAY OTHERWISE HAVE AGAINST ACADIAN OR ACADIAN'S
SUBCONTRACTORS ARISING OUT OF THIS AGREEMENT.FURTHERMORE,END USER'S INSURER SHALL NOT HAVE
A RIGHT OF SUBROGATION AGAINST ANY INSURANCE POLICY CARRIED BY ACADIAN COVERING THE SAME
TYPE OF LOSS OR DAMAGE AND END USER'S INSURANCE POLICY SHALL BE PRIMARY TO ANY POLICIES
CARRIED BY ACADIAN INSURING SUCH SERVICES.
26.CONTRIBUTION:END USER RELEASES ACADIAN FROM ANY CLAIMS FOR CONTRIBUTION.
27.EXCULPATION:THE PARTIES AGREE THAT ACADIAN IS NOT AN INSURER AND NO INSURANCE COVERAGE IS
OFFERED HEREIN OR EFFECTED HEREBY.END USER'S PAYMENTS TO ACADIAN ARE FOR PROVIDING THE
SERVICES CONTAINED WITHIN THIS AGREEMENT.ACADIAN IS NOT ASSUMING LIABILITY AND,THEREFORE,
SHALL ONLY BE LIABLE TO END USER,TO THE EXTENT CONTAINED HEREIN,SPECIFICALLY TO THE EXTENT
CONTAINED WITHIN THE LIMITATION OF LIABILITY CLAUSE,FOR ITS GROSS NEGLIGENCE,WILLFUL
MISCONDUCT OR BREACH OF ITS OBLIGATIONS CONTAINED HEREIN.
28.NO WARRANTIES OR REPRESENTATIONS:ACADIAN DOES NOT REPRESENT NOR WARRANT THAT THE
MONITORING SERVICES WILL PREVENT ANY LOSS,DAMAGE,OR INJURY TO PERSON OR PROPERTY,OR THAT
THE MONITORING SERVICES WILL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH THEY ARE INTENDED.
ACADIAN HAS MADE NO REPRESENTATION OR WARRANTIES,EXPRESS OR IMPLIED,INCLUDING BUT NOT
LIMITED TO,THE WARRANTIES OF PERFORMANCE,MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE,AND END USER HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR USE.
29.LIMITATION OF LIABILITY:THE PARTIES AGREE THAT IN THE EVENT ACADIAN IS FOUND TO BE LIABLE TO
END USER FOR ANY DAMAGE BY REASON EITHER OF BREACH OF THIS AGREEMENT OR BY REASON OF ITS
NEGLIGENCE,IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES.ACADIAN
AND END USER FURTHER AGREE THAT SHOULD THERE ARISE ANY SUCH LIABILITY TO END USER ON THE PART
OF ACADIAN,SUCH LIABILITY SHALL BE LIMITED TO THE TOTAL AMOUNT OF ONE THOUSAND DOLLARS
($1000.00).
30.CONSEQUENTIAL DAMAGES:THE PARTIES AGREE THAT NEITHER PARTY WILL BE LIABLE TO THE OTHER
PARTY,REGARDLESS OF FAULT,FOR CONSEQUENTIAL OR INDIRECT DAMAGES.
31.SYSTEM FAILURES:Acadian shall have no responsibility for System failures of any kind,including but not limited to
telephone hne malfunctions,System malfunctions,or suspension of service.
32.THIRD PARY BENEFICIARIES•The parties acknowledge and agree that this Agreement is between the parties hereto and
there are no intended third party beneficiaries.
33.JURISDICTION: This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana.End
User agrees that any action brought by it against Acadian,including any third party action,which alleges Acadian's failure to perform
under this Agreement,Acadian's breach of this Agreement,or that Acadian committed a tortuous act,must be brought in a court of
competent jurisdiction m Lafayette,Louisiana.
34.JURY TRIAL:The parties waive trial by jury in any action between them.
35.NOTICE:Any notice required to be given hereunder by either party shall be in writing sent by U.S.mail,postage pre-paid,
addressed to the other party at the address at the head of this Agreement or at such other address as either party shall notify the other
party hereof.
36.ATTORNEY'S FEES:In the event of any dispute relating to or arising out of this Agreement,the prevailing party shall recover,
in addition to all other damages and remedies,reasonable attorney's fees.
37.INTERPRETATION:The parties have jointly participated in the negotiation and drafting of this Agreement hi the event any
questions of intent or interpretation arise,this Agreement shall be construed as if drafted by both parties. ,
38.FULL AGREEMENT:This Agreement constitutes the entire agreement between Acadian and End User with respect to its
subject matter.In executing this Agreement,the parties agree that any representation,promise,inducement,or warranty,whether
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express or implied,not included in writing in this Agreement shall be of no force or effect.This Agreement may not be modified
except by an instrument in writing executed by the parties hereto.
39.SEVERABILITY:In the event one or more of the provisions contained in this Agreement shall be held,for any reason,to be
mvalid,void,illegal,or unenforceable in any respect,such invalidity,illegality,or unenforceability shall not affect the remaining
provisions hereof and this Agreement shall remain unaffected and shall be construed as if such invalid,void,illegal,or unenforceable
provision never had been contained herein.
WHEREFORE,the parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and
obligations set forth herein.
'//
Executed on this bday of year ao l .
END USER ACADIAN MONITO G SERVICES
Sign: Sign: C.--
Name- F0.61, SuA p -a Name:Edward Blane Comeaux
Email:'F5 v/41Lw. G I.6 R M a NT F-t..0 R.4 Email:bcomeaux@acadian.com
Phone#:J,r2.- 2. 41- 737 6 Phone#:(337)291 -3393
Date: 1- 2- $4 Date: 2o1
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--a
Acadian
Monitoring Services
Remote Interactive Video Monitoring
Scope of Work:
•Scheduled(after-hours,weekends, holidays)remote interactive video monitoring of alarm events
o Up to 300 activations per camera/month included
o Activations triggered by motion detection/analytics through camera(s)
o Send instant alerts,emails,and/or video clips to any key holder or responding authority
o Provide real-time,up-to-the-second intelligence to on-site or responding authorities,giving them an inside
edge to resolve any event with minimal casualty or loss
•Voice down audio to deter and/or resolve situations o Acadian will perform voice down or 2-way audio to person(s)
on site where applicable
•Access Control Door Alarm Monitoring
• Auto email or call list response upon door forced/door held/access denied condition
Schedule video guard patrols available at customer's request for additional fees
• Comprehensive reporting structure, including automated audit trails,event history and remote video/audio storage of
events
•Secure,remote customer login via web portal accessible from any Internet-connected device
o View cameras live from any remote location
o View online reports,event audit history of activations
o Manage account protocols
• 24 hour eCare service
o Our system will routinely ping each of your monitored devices every 60 seconds to ensure connectivity
o If no connection is detected,Acadian will perform initial troubleshooting and then contact key holder and/or
security integrator as needed
•800 number to video analysts and support services
*Service of all alarm, access control and video surveillance systems to be provided by designated security integrator.*
PRICING:$25.00 per camera/month,$5.00 per audio device/month/$5.00 per door/month
*Additional cameras may be added at a rate of$25.00 per camera/month
**Voice down or two-way audio deterrent may be added at$5.00 per device/month
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