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2011-26 QUOTATION Page 1 of 6 03/31/11 Quote No 106381 A6T Printed. 03/31/11 Expires 06/17/11 Advanced: Account 12384 -00 Integration Presented by Presented to Ship to. Bill Fechtmuller JAMES KINZLER City of Clermont ADT Security Services, Inc City of Clermont Utilities Department SouthEast - Jacksonville Region Utilities Department 3335 Hancock Road 5730 Bowden Road 3335 Hancock Road Clermont FL 34711 Suite 200 Clermont FL 34711 Ph 352 241 -0178 Jacksonville FL 32216 Ph- 352 241 -0178 Fx. Ph: 904- 730 -7776 Fx: Remit To: org Em: lkinzler @clermontEl ADT Security Services, Inc. Fx 904 730 - 7990 ADT Advanced Integration Dept. CH 14324 Palatine, IL 60055 -4324 RE. Add Card Access - Greater Hills /E1 Tank Gates -Rev2 Line Item No /Description Quantity Unit Price Total Amount 1 00 MATERIAL 120 00 1 11 133 20 Corning 62.5 fiber optic cable, direct burial, 6 strand 2 00 MATERIAL 12 00 14 75 177 00 Corning ST fiber termination kits 3 00 MATERIAL 2 00 21 60 43 20 Corning -6 strand fan out kit - 62 5 4.00 MATERIAL 2.00 413 44 826 88 Reader mounting head, Chase 5 00 5355AGK00 2 00 234.08 46816 HID PROXPRO RDR GRY W /KPD WIEG OUT 6 00 MATERIAL 2.00 1,598 08 3,196 16 Cypress SPX -7400 fiber convertors transmitt/receive 7 00 MATERIAL 1 00 420 00 420 00 Lot, conduit, fittings, umstrut, connectors, hardware 8.00 MISC 1 00 342 86 342 86 Equipment /Trencher rental 9 00 CHARGES /FL 1 00 4,780 00 4,780 00 Installation and Coordination 10 00 SHIP 1 00 75 00 75 00 Shipping, Handling & Freight QUOTATION Page. 2 of 6 03/31/11 Quote No • 106381 AGT Printed 03/31/11 Expires 06/17/11 Advanced; Account. 12384 -00 Integration Presented by Presented to. Ship to Bill Fechtmuller JAMES KINZLER City of Clermont ADT Security Services, Inc. City of Clermont Utilities Department SouthEast - J acksonville Region Utilities Department 3335 Hancock Road 5730 Bowden Road 3335 Hancock Road Clermont FL 34711 Suite 200 Clermont FL 34711 Ph• 352 241 -0178 Jacksonville FL 32216 Ph• 352 241 -0178 Fx: Ph 904- 730 -7776 Fx: Remit To: Em• lkinzler @clermontfl org ADT Security Services, Inc. Fx • 904 ADT Advanced Integration Dept. CH 14324 Palatine, IL 60055 -4324 RE. Add Card Access - Greater Hills /El Tank Gates -Rev2 Gross Amount • 10,462 46 Sales Tax .... 0 00 Total Amount Due $10,462.46 Optional Second Year Maintenance $1,159 47 Scope of Work ADT will provide and install card reader entry at the main entrances of both Greater Hills and Elevated Tank facilities (2 ioors/readers total) BLW, Inc., VASEC - Virginia Security and Automation, Inc. and Innovative Security Solutions, Inc. d /b /a Security Services and Technologies (SST) are subsidiaries of ADT Security Services, Inc. and use the trade name "ADT Advanced Integration" under license from ADT Services AG. VIDEO / ACCESS CONTROL AGREEMENT Page. 3 of 6 TERMS AND CONDITIONS 1 SCOPE OF WORK ADT Security Services, Inc 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 ADT's proposal and manufacturer specifications ("Services') pursuant to these terms and conditions 2 CUSTOMER UNDERSTANDS AND AGREES TO THE FOLLOWING TERMS AND CONDITIONS: A Payments - Customer will pay (or reimburse) ADT as follows 1 General. The pnces shown in this Agreement are based on the Equipment and Services described in ADT's proposal If the actual Equipment installed or Services differ, the price will be adjusted accordingly The prices shown are valid for ninety (90) days from the date such proposal is presented to the Customer. If Customer does not sign and deliver this Agreement to ADT within 90 -days of the date of the proposal, the prices may be adjusted to reflect ADT's then - current pncing. ADT's reserves the right to substitute Equipment based upon installation constraints or delivery requirements. 2 Transportation and Delivery All orders will be shipped FOB ADT's warehouse or that of its supplier(s), with freight and handling charges prepaid and added to Customer's invoice. Customer will pay all expenses, including insurance, for transporting the Equipment from and to ADT's warehouse for any reason, other than ADT's error or return or replacement of Equipment under warranty Customer agrees to receive delivery of all orders at Customer's designated point of delivery and shall preserve such equipment until installation by ADT 3 Total Installation Charge Deposit. Unless otherwise stated herein, payment is due when this Agreement is signed by Customer 4. Installation Charge Balance Payment is due upon completion of the installation ADT may invoice Customer for progress billings based'upon Equipment delivered or stored, and services performed before completion of the installation or activation of the Equipment. 5. Other Charges (a) Customer will pay (or reimburse ADT) for any permitting fees, taxes, fees or charges that are imposed by any governmental body or other changes related to the Equipment and /or Services Non - warranty work performed after completion of the installation will be billed at ADT's then current equipment and labor rates (b) Failure to make payments when due will give ADT, in addition to any other available remedies, the right to terminate this Agreement and to charge interest at one and one -half percent (1' /z %) per month on the delinquent amounts or the maximum late fee or interest rate permitted by law, whichever is less Customer will pay all costs, expenses and fees incurred by ADT to enforce the terms of this Agreement, including collection expenses, court costs, and reasonable attorneys' fees. B Ownership of ADT Brand Without exception, ADT- branded signs, including window stickers and warning signs, will remain the property of ADT and may be removed by ADT at any time Customer's right to display ADT- branded signs is not transferable. C Customer Responsibilities. Customer agrees to provide and be obhgated by the following 1 Site Preparation, Intrusion and Restoration; Customer shall be responsible for providing 110VAC power, telephone connections, network drops and any required conduit, wiremold, or other raceway unless otherwise noted herein. Customer shall also be responsible for any required IP address assignments and additional network software licensing The installation of Equipment may necessarily require cutting, bolting or fastening into Customer's floors, walls and /or ceilings ADT shall not be responsible for any expenses related to patching, floor or wall finishing, or paint, tile, carpet or wallpaper matchmg, restoration or replacement resulting from installation or service of the Equipment. 2 Special Equipment Requirements If Customer requires installation or service of Equipment in areas inaccessible without the use of lifts or cranes, or if non - standard conditions at the Customer site require special equipment for installation or service, Customer will either provide such equipment, or will reimburse ADT for any applicable charges or fees 3 Video Equipment (a) Equipment Requirements Customer will provide: (i) adequate illumination under all operational conditions for the proper operation of any video camera(s) and (u) the appropriate space for monitors and any recorders (b) Audio Monitormg /Recording Certain laws may limit or prohibit the use of video with audio If Customer elects to install video with audio on its premises, Customer also accepts the responsibility of knowing and fully complying with all applicable laws Page 4 of 6 4 Equipment Software Any software provided with the Equipment or in connection with the Services is proprietary to ADT and /or ADT's suppLer(s),and is hcensed or subhcensed 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 Equipment with which it was furnished. A separate Software License Agreement or End User License Agreement between ADT and /or the software publisher may be required to use the software and /or obtain updates /upgrades 5 Ownership and Security of Equipment Until Customer has paid ADT in full, Customer (a) grants to ADT a security interest in the Equipment and all proceeds thereof, (b) will not (i) assign, transfer, pledge, encumber, lease or relinquish possession or control of the Equipment, (u) make or cause to be made any alteration, attachment or repair to the Equipment other than by ADT, or (m) remove the Equipment from the installed location, (c) will bear all risk of damage to, or loss or theft of, the Equipment while it is in Customer's possession or control, and (d) will hold the Equipment as personal property and not cause or permit any Equipment to ' become permanently affixed to any real property. 6 Export Control Customer shall not export or re- export, directly or indirectly, any (i) product or service provided under this Agreement, (u) technical data, (m) 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 hcenses, consents l 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. Customer shall, at its own expense, defend, indemnify and save harmless ADT from and against all third party claims, Lability, loss or damage (including reasonable attorneys' fees and other defense costs), assessed against or suffered by ADT as a result of an allegation or claim of noncompliance by Customer with this Section The obligations contained in this Section shall survive the termination or expiration of this Agreement. 7 FARs "commercial . ADT supphes 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, ADT 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 D. Warranty Any onginal part of the Equipment (as distinguished from the software) installed under this Agreement, including the wiring, which proves to be defective in material or workmanship within one (1) year of the date of completion of the installation ( "Warranty Period "), will be repaired or replaced, in ADT's sole discretion, with a new or functionally operative part. Labor and matenals[required to repair or replace such defective components will be furnished at no charge during the Warranty Period This Warranty does not cover Services required to correct conditions caused by: (a) Customer or other third parties, (b) accidents, acts of God, hgl strikes, riots, floods, terrorism, acts of War, alteration, misuse; tampering or abuse, (c) adjustments necessitated by misalignment of video cameras, improper adjustment of equipment, or changes to ambient lighting conditions after initial installation and acceptance, or (d) adjustments, repairs or maintenance not done by ADT or installation of parts, accessones, attachments or other devices not furnished by ADT. Customer will be charged on a time and materials basis at ADT's then applicable rates for labor and materials for Services not covered by this Warranty. ADT makes no guarantee or warranty that the Equipment or Services will avert or prevent occurrences, or the consequences therefrom, which the Equipment is intended to deter, detect, avert or record 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 LOSSES OR DAMAGES RESULTING FROM , A FAILURE OF THE EQUIPMENT TO PERFORM AS WARRANTED IS REPAIR OR REPLACEMENT AS SPECIFIED ABOVE E. Limitation of Liability, Indemnification 1 Indemnity (a) ADT shall defend, indemnify and hold Customer, its corporate affiliates, and their respective officers, directors, agents and employees harmless from damage, Lability and expense resulting from the negligent acts or willful misconduct of ADT'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) Customer shall defend, indemnify and hold ADT, its corporate affiliates, and their respective officers, directors, agents and employees, harmless from damage, habihty and expense to the extent that any such loss is not directly caused by the negligent acts or Page 5 of 6 willful misconduct of ADTs agents and /or employees, or arises out of any claim related to invasion of pnvacy, infliction of emotional distress, harassment, violation of eavesdropping /wiretapptng laws or similar claims arising out of Customer's use of the Equipment and /or Services 2. Limitations on Liability. (a) IN NO EVENT WILL EITHER CUSTOMER OR ADT 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 THIS AGREEMENT, REGARDLESS OF WHETHER ENTITLEMENT TO SUCH DAMAGES IS BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, AND EVEN IF THE PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (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 ADTs Equipment and Services do not cause and cannot eliminate occurrences of the events they are intended to deter, detect, avert or record ADT 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 ADT charges Customer are not insurance premiums Such charges are based upon the value of the Equipment and Services ADT provides and are unrelated to any such risk of loss ADT does not undertake and assumes no liability for such risk by providing the Equipment and /or Services. If ADT 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, ADT's Lability shall be limited to the sums paid by Customer for the Equipment or Services at issue as Customer's sole remedy. ADT is not responsible for the preservation of any computer programs or data and Customer is responsible for maintaining adequate back -ups F Additional Services Only Video and /or Access Equipment and Services shall be provided by ADT under the terms and conditions of this Agreement. The Equipment and Services provided by ADT under this Agreement will not include. (a) burglar and /or fire detection or alarm equipment or monitorng, maintenance, inspection or other services, (b) security guard services; or (c) professional architectural, engineering, or Design Professional services 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 ADT, or in the absence of such other written agreement, pursuant to ADT's Standard Terms and Condition posted at www adt.com G Hazardous Substances. Customer represents and warrants that any site at which the Equipment is to be installed is free of asbestos and any other hazardous or toxic substances If any such substance exists at any site, ADT will not be required to install or service the Equipment at such site and ADT may arrange, at Customer's expense, for the Equipment to be installed and serviced by persons qualified to handle such substances H Waivers 1 Waiver of Jury Trial CUSTOMER AND ADT WAIVE THEIR RIGHTS TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN ANY MANNER CONNECTED WITH OR RELATED TO THIS AGREEMENT. 2. SAFETY Act Waiver. Certain of ADT's systems and services have received Certification and /or Designation as Qualified Anti - Terrorism Technologies ( "QATT ") under the Support Anti - terronsm by Fostenng 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 the maximum extent permitted by law, ADT 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 I Term and Termination This Agreement shall be effective upon the date of the authorized signatures below and shall end upon the earlier of completion of the Services or one (1) year from the Effective Date The Agreement shall be extended solely by a written agreement signed by both parties J Insurance ADT maintains General Comprehensive Liability and Automobile Liability Insurance of, at least, $1,000,000 per incident - $2,000,000 in the aggregate and Worker's Compensation coverage as required by the applicable state authonty. In addition, at Customer's request, ADT will name Customer and, if required, Customer's Landlord, Property Manager, and /or Property Owner of the facilities in which ADT is providing installation, maintenance, inspection or warranty services as an additional insured under ADT's General Liability and Automobile insurance policies, provided, however, that such additional insured coverage will not Page. 6 of 6 respond to the negligence or other wrongful conduct of Customer or any other additional insured K Force Majeure ADT SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF BECAUSE OF NON- PERFORMANCE OR DELAY, HOWEVER CAUSED, INCLUDING, BUT NOT LIMITED TO, BY ANY STRIKES, MOTS, FLOODS, TERRORISM, ACTS OF GOD, ACTS OF WAR, OR ANY CAUSES BEYOND THE CONTROL OF ADT ADT WILL NOT BE REQUIRED TO SUPPLY SERVICE TO CUSTOMER WHILE INTERRUPTION OF SERVICE DUE TO ANY SUCH CAUSE CONTINUES. L Assignment Customer may not assign this Agreement without the prior written consent of ADT ADT may subcontract its obhgations hereunder to any third party without providing nonce to or obtaining the consent of Customer M Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of laws principles. N. Severability. If any provision of this Agreement is determined by a court to be invalid or unenforceable, that provision will be deemed amended and enforced to the maximum extent permitted by law, however, each and every other provision of this Agreement will continue to be valid and enforceable. O Paragraph and Section Headings, Captions The headings and captions contained in this Agreement are inserted for convenience or reference only, and are not to be deemed part of or to be used in construing this Agreement P. Authority Customer represents, warrants, acknowledges, and /or agrees that: (1) Customer owns the premises in which the Equipment is being installed or has the authority to engage ADT to carry out the installation in the premises and (2) Customer will comply with all laws, codes and regulations pertaining to the use of the Equipment and /or Services Q Entire Agreement This Agreement, together with any riders, addenda and /or exhibits, constitutes the entire agreement between the parties in executing this Agreement, Customer is not relying on any advice or advertisement of ADT. Any representation, promise, condition, inducement or warranty, express or imphed, not expressly included in this Agreement will not be binding upon ADT The terms and conditions in this Agreement will prevail over any conflicting, inconsistent, or additional terms or conditions contained in any purchase order or other document issued by Customer R Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same agreement An electronic copy of this Agreement shall be legally binding upon the parties, as if the original Customer and ADT acknowledge having read and being bound by the terms and conditions of this Quotation: 106381 City of Clermont ADT Sec 'ces, Inc." BY BY / ( (Signs WAN , — _ « a a ,1 PAN Q OMo & / (Prin N me (Print Name) TITLE 0_,NQ TITLE Account Executive /Director of Sales DATE f p t 1 de 1 ,116 / / DATE 6' S' I Remit To: ADT Security Services, Inc. ADT Advanced Integration Dept. CH 14324 Palatine, IL 60055 -4324