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HomeMy WebLinkAboutbocc.con.amended.110.24 A-18/30/2021 CDD Contract Information Contract Number Project Name Contractor Budget Line Item Procurement Method: Type: Contract Start Date Contract End Date Contract Type Retainage If this is a new contractor, please enter the New Vendor information into Munis for workflow approval. Contact Information: Department County Representative David Schneider County Representative Phone (970) 429-1880 Provide a brief description of the Contract or Change Order: Contract Value Summary: $62,478.28 - $62,478.28 Airport Task order for Maintenance and On-Call Services agreement and support. Original Contract Amount Previous Change Order/Amendment Amount This Change order/Amendment amount Contract Total No Maintenance Agreement Securitas Technology Corporation 40451512.576500 Additional Budget Line Item(s) (Please fully allocate New Contract Total) - - Sole Source Services/Maintenance 5/01/2024 4/30/2025 Task Order 110.24 A-1 Pitkin County Procurement Cover Sheet Please complete the Contract Cover Sheet when the contract/task order is complete and fully executed. Return all Contract Cover Sheets and Contracts/Change Orders/Amendments/Task Orders to Procurement Master Service Agreement #: 110.24 Rev: 2018-10-10 btf 1 TASK ORDER Task Order/Project Name: Maintenance Agreement Task Order Number: 110.24 A-1 Task Order Budget Line Item: 40451512.576500 OWNER: CONTRACTOR: Pitkin County Securitas Technology Corporation David Schneider – Airport Ron Miles 1001 Owl Creek Road 3800 Tabs Drive Aspen, CO 81611 Uniontown, OH 44685 Phone: (970) 429-2855 Phone: (303) 525-6873 David.Schneider@AspenAirport.com Ron.Miles@Securitas.com PROJECT NAME: MAINTENANCE AGREEMENT START DATE: May 1, 2024 END DATE: April 30, 2025 The ASE Master Services Agreement for Licensing and On-Call Services (the “Agreement”) dated Agreement Start Date between the Board of County Commissioners of Pitkin County (the “County”) and Securitas Technology Corporation 3800 Tabs Drive Uniontown, OH 44685 (the “Contractor”), shall include the following services. 1. Contractor’s Obligations. Contractor shall provide maintenance and support services according to the attached proposal (# 476811-18) and per the provided rates for all included and/or requested services to assist in maintaining and/or upgrading operating systems at the Aspen/Pitkin County Airport. Any requested services in addition to those included in the attached proposal must first be approved, in writing, by the Project Lead and are billable only as incurred and approved per the hourly rates provided. Standard maintenance agreement shall be billed at $1,873.19 per month ($22,478.28 per year). Pitkin County elects to include an additional, not-to-exceed budget of Forty-Thousand dollars ($40,000.00) for as-needed additional services, billable only as approved by Project Lead and per the provided rates for services and materials. 2. Compensation and Expenses, Invoicing, Payment and Offset. The County shall compensate Contractor for its services in accordance with the Project Budget and Schedule set out in Paragraph 1 of this Task Order. It is expressly understood and agreed that in no event will the total compensation and reimbursement to be paid hereunder exceed the sum of Sixty-Two Thousand Four-Hundred Seventy-Eight dollars and Twenty-Eight cents ($62,478.28) for all services rendered. By Task Order or Task Order Amendment, the County and Contractor may reallocate the budget among project tasks if the total budget amount remains unchanged. Contractor shall invoice for the project monthly based Master Service Agreement #: 110.24 Rev: 2018-10-10 btf 2 on hours worked, with payment expected within thirty (30) days of invoice, but any payment by the County may be offset by any amount the Contractor owes the County for any reason. Any invoices not sent in the following manner may have payment delayed. All invoices for this Task Order shall reference Task Order 110.24 A-1 and Maintenance Agreement. Invoices shall be sent electronically in PDF format to David.Schneider@AspenAirport.com & AP@PitkinCounty.com. 3. Pitkin County’s Obligations. Pitkin County shall administer this contract through a County Representative. David Schneider, Operations and Security Manager will manage the project as the County’s Representative. The services provided and products delivered by the Contractor under this contract will be subject to review by the County’s Representatives, or a designee, for compliance with Contractor’s obligations prior to final payment. 4. Formation of Task Order. This Task Order is issued in accordance with the provisions of the Agreement. Contractor agrees to provide services subject to the terms of this Task Order and for the avoidance of doubt this Task Order consists of the terms set out in the Agreement. In all other respects the Agreement is in full force and effect and remains unchanged by this Task Order. SECURITAS TECHNOLOGY CORPORATION ________________________________________________ !#VENDOR SIGNATURE#! Date PITKIN COUNTY, COLORADO ________________________________________________ !#DEPARTMENT REPRESENTATIVE#!Date Jun-06-2024 Operations and Security Manager David Schneider Regional Sales Manager Ron Miles Jun-17-2024 Prepared For: ASPEN PITKIN AIRPORT - ASPEN, CO - Annual Maintenance Contract David SchneiderAspen Pitkin County Airport 233 E AIRPORT RD ASPEN, CO , 81611(970) 429-2855david.schneider@aspenairport.com Prepared By: Securitas Technology Corporation 3800 Tabs DriveUniontown, OH 44685Phone: 1-855-331-0359Maria Visalli Account Executive Regional Enterprise maria.visalli@securitases.com Project Site: ASPEN PITKIN AIRPORT 233 AIRPORT RD ASPEN, CO, 81611 (970) 429-2855 ______________________________________________________________________________________ Proposal 476811-18 03/20/2024 Page 1 of 13 Standard Service and Preventative Maintenance Plan Contract Start Date: May 1, 2024 – April 30, 2025 Hours of coverage: Monday -Friday between 8 am -5 pm Phone / Online Acknowledgement Response: 2 Hours Onsite / Remote Support Response: 48 Hours Client has access to report service calls via SecureStat Preventive Maintenance: Semi-annually Billing Frequency: Annually Equipment List: This contract covers repairs or replacement of the below equipment and the associated labor cost 36 - Electric Strikes 24-Overhead Door Contacts 23 – Software House Access Control Boards 20 - Power Supply 36 - Magnetic Lock 89-IP Video Cameras 2 - REX 7 - Push to Exit 2 - Key Box 4 - Key Switch 41 - Door Contact 17 - Tamper 119 - Card Reader (single or in/out readers) Securitas Technology T&M Rates: 2 Hour Minimum for requests outside of service contract coverage Normal Business Hours: M-F 8 AM – 5 PM Holidays excluded $175.00 per hour Afterhours: M-F 5 PM – 8 AM Holidays excluded $262.50 Per hour Holidays & Weekends: $350.00 Per hour Excluded from this proposal: Any modification to the system Annual Milestone Support Renewal Annual Software House Support Renewal Any access control device relocation Any video device relocation Video or Access Control Servers / workstations Any video switches Any Cable Any Crash Bar Doors ______________________________________________________________________________________ Proposal 476811-18 03/20/2024 Page 2 of 13 1 Proposal Schedules: 1.1 Material Schedule: 2 Service and Support Schedules: Service and Support Schedule Categories Qty Internal Part #Monthly Charges Annual Preventative Maintenance IV - Access Control  Scheduled Preventative Maintenance (PM) (Mon - Fri, 8am - 5pmlocal time) may include a review of controls, printers, computers,sensors, card readers, electronic locking hardware, power supplies,batteries and audible devices associated with the applicable accesscontrol system covered and listed under the terms of the contract.Components are typically visually inspected and tested for properoperation and functionality per the STC Preventative Maintenance(PM) Checklist, which includes 30 minutes of travel time. PMservice does not include national holidays, battery replacement(s),after hours or weekends, or lift/specialty rentals required to performthe PM. Repairs identified during the PM, additional travel time, nonstandard business hours, return trips, and specialty rentals will bebilled at standard time and material rates, unless covered under aSTC Service Plan. Customer required to provide free and clearaccess to equipment and the ability to initiate and test devices asnecessary to perform PM service. 4 Plan D ACS $408.00  Annual Preventative Maintenance II - Video  Scheduled Preventative Maintenance (Mon - Fri, 8am - 5pm localtime) may include a review of cameras, housings, monitors,controls, storage, DVR/NVR, converter devices and batteriesassociated with the applicable video system covered and listedunder the terms of the contract. Components are typically visuallyinspected and tested for proper operation and functionality per theSTC Preventative Maintenance (PM) Checklist, which includes 30minutes of travel time. PM service does not include nationalholidays, battery replacement(s), after hours or weekends, or lift/specialty rentals required to perform the PM. Repairs identifiedduring the PM, additional travel time, non standard business hours,return trips, and specialty rentals will be billed at standard time andmaterial rates, unless covered under a STC Service Plan.Customer required to provide free and clear access to equipmentand the ability to inspect and test devices as necessary to performPM service. 2 PLAN B VID $94.00  Standard Service Plan  Plan coverage includes troubleshooting, diagnosis, adjustment,repair and/or replacement, if required, of non-functioning securitysystem devices covered and listed per contract terms. Service is forrepair purposes only and covers normal wear and tear. Coveragedoes not include battery replacement(s), lift or specialty rentals,system upgrades, add ons, technology enhancements, equipmentobsolescence, Acts of God, vandalism, customer or third-partyalterations or misuse, and other exemptions as identified percontract terms, which will be billed at STC prevailing service rates.Plan covers labor during normal business hours (Monday thruFriday, 8am-5pm local time); does not include national holidays,weekends or after hours service, which will be billed at STCprevailing hourly rates. Customer required to provide free and clearaccess to equipment and the ability to perform repair services asnecessary. Customer is responsible to perform their own onsitedevice and signal testing to identify and report any systemmalfunctions or service repair needs. 1 CP OPTION A $1,371.19  ______________________________________________________________________________________ Proposal 476811-18 03/20/2024 Page 3 of 13 3 Purchase Investment Summary: Pricing Breakdown   Material Schedule:   $0.00   Labor Schedule:     $0.00   Total:       $0.00  *Prices quoted do not include Sales or Use tax. Applicable Sales and Use tax will be added to the quoted prices. Billing Terms: 100% Upon completion of Installation. Payment Terms: Due thirty (30) days after receipt of invoice or as otherwise setforth in the agreement between the parties. Service and Support Schedule (Monthly per Location):    $1,873.19  Note: Billing for all Services, including applicable Service Plans, will be begin upon installation completion or in-service date. Client agrees to pay Securitas Technology Corporation this monthly sum, plus all applicable taxes, per location, for the Services indicated on the Service & Support Schedule, prepaid Quarterly for a period of 5 year(s). This proposal is valid for 30 days ____________________________________________________________________________________________ Proposal 476811-18 03/20/2024 Page 4 of 13 Thank you for the opportunity to provide this proposal. Please sign, date and return the proposal in its entirety to EMail: maria.visalli@securitases.com Please issue any Purchase Order or other contract documents to Securitas Technology Corporation  Client Expected Completion Date:    This Agreement shall not become binding on Securitas Technology Corporation until approved and accepted by Securitas TechnologyCorporation management as provided below. Seller:Buyer: Securitas Technology Corporation  ________________________________________ Company Aspen Pitkin County Airport  ________________________________________ Trade, partnership or corporate name if different from above. 7442 S Tucson Way Suite #180  ________________________________________  233 E AIRPORT RD  ________________________________________  Centennial  CO80112  ________________________________________ Address ASPEN CO  81611 ________________________________________ Address Maria Visalli, Account Executive Regional Enterprise ________________________________________ Account Representative Name & Title David Schneider  ________________________________________ Name & Title ________________________________________ Securitas Technology Corporation  Management ________________________________________ Authorized Signature            Date ________________________________________ Securitas Technology Corporation Management Signature    Date ______________________________________________________________________________________ Proposal 476811-18 03/20/2024 Page 5 of 13 MASTER SERVICES AGREEMENT This Master Services Agreement (this “Agreement”) is made and entered into on 03-20-2024 (the “Effective Date”) by and between Securitas Technology Corporation. with its principal place of business located at 3800 Tabs Drive, Uniontown, OH 44685 (“Company”) and Aspen Pitkin County Airport, with its principal place of business located at 233 E AIRPORT RD, ASPEN, CO, 81611 (herein after referred to as Client”). 1.System and Services. Company agrees to sell, install, monitor and/or repair (collectively and individually referred to as “Services”) security systems and the components comprising such systems (collectively and individually referred to as “System(s)”) as described in an “Ordering Document”, which can include but is not limited to a Schedule of Service and Protection, Schedule of Installation and Services, purchase order or statement of work, as accepted by Company during the term of this Agreement and at various premises of Client. Each Ordering Document, once submitted by Client and accepted by Company, will become part of and governed by this Agreement. If there is no service plan provided for in the Ordering Document, then service will be provided on a time and material basis during the hours of 8:00 a.m. to 5:00 p.m. (local time to where the work is performed) Monday through Friday, excluding Company holidays (“Company’s Normal Working Hours”), at Company’s then current rates. The terms of this Agreement shall apply only to Systems and Services at locations identified on an Ordering Document under this Agreement. If Client has existing agreements related to Company- provided Systems and/or Services, the terms and conditions of this Agreement shall cancel and supersede all such prior agreements, whether oral or written. Any Ordering Documents under those agreements shall now be governed by the terms and conditions of this Agreement. 2.Term, Renewal, and Expiration. This Agreement is effective as of its execution date and, for use of the System and services, shall have an initial term beginning on the date the System first becomes operational and expiring on the last day of the calendar month sixty (60) months after the Effective Date (the “Initial Term”). Unless expressly provided otherwise herein, to the extent that the terms of any Ordering Document conflict with the terms of this Agreement, the terms of this Agreement will control. After the Initial Term expires, this Agreement will automatically be renewed as consecutive one (1) year terms, except where prohibited by applicable law, in which case the Agreement will renew from month to month (any such term being a “Renewal Term”), unless terminated by either party by the delivery of written notice to the other at least sixty (60) days prior to the anniversary date of the Initial Term or the Renewal Term. This Agreement shall control all new locations specified in any Ordering Document for a period of sixty (60) months from the date the System first becomes operational and expiring on the last day of the calendar month sixty (60) months thereafter and will automatically renew as set forth above, unless terminated by either party by the delivery of written notice to the other at least sixty (60) days prior to the expiration date of the then-current Initial Term or Renewal Term. Provided, however, that if this Agreement has terminated or expired prior to the end of the Initial Term or any renewal term of such Ordering Document location, the terms and conditions of this Agreement (other than the renewal provisions thereof) shall nevertheless be applicable to the rights and obligations of Company and the Client, as to the providing of services to any such Ordering Document locations. 3.Acceptance and Transfer of Title. Title, risk of loss, and the right to use a System will pass to Client upon Client's Acceptance thereof according to this Section 3. Notwithstanding the foregoing, under no circumstances will title to any software pass to Client. Client will be deemed to have accepted the Systems provided hereunder according to the following (“Acceptance"): A. Acceptance of Installed Systems. For an installed System, Client shall have ten (10) days (unless a longer period of time is specified in the applicable Ordering Document) following the completion of installation of the System(s) and Company’s determination that the System is in operable condition, capable of functioning according to Company’s standards and specifications, and communicating with Company’s central station(s)/monitoring center(s) (collectively “Client Service Center” or “Center”) (if applicable) to accept the System (the “Acceptance Period”). If Client accepts the System, Client shall execute Company’s Certificate of Completion or other user acceptance document (each a “COC”). If the System does not materially comply with the Ordering Document, Client may deny Acceptance by providing a written notice specifying in detail the reasons the System fails to meet the relevant criteria (“Deficiency Notice”). Company will correct any material deficiencies and will retender the System to Client for review and approval as soon as reasonably practicable. The foregoing described process shall repeat until Company corrects all material deficiencies and the System materially complies with the Ordering Document. If no Deficiency Notice is received by Company within the Acceptance Period, or if the System is utilized for purposes other than testing, regardless of whether Client executes Company’s COC, the System shall be deemed accepted by Client. Company shall have no obligation to allow return or grant a refund for any part of a System that has been accepted by Client. B. Acceptance of Shipped Orders (no installation included). For a shipped order that does not include installation (a.k.a. a box sale), Client’s Acceptance shall be deemed to occur, and title and risk of loss shall transfer to Client, upon the System being shipped from Company’s shipping point to Client's location. 4.Payment and Pricing Adjustments. A.Payment. Client agrees to pay Company: i.for the sale and installation of the System as provided in the applicable Ordering Document; Page # 6   of  13 Securitas Technology Corporation (f/k/a Stanley Convergent Security Solutions, Inc.) License Information: https://www.securitastechnology.com/licenses Securitas Technology Corporation Master Services Agreement Rev. 03/07/2023 ii.for any System that is not purchased outright (a “Leased System”), Client acknowledges that the cost of the Leased System and installation labor is incorporated into the monthly fees set forth on the Ordering Document. Following the expiration of the Initial Term of the relevant Ordering Document, Client may contact Company to request a buy-out of the Leased System, whereby ownership of the Leased System would be transferred to Client, and to renegotiate the monthly fee. Unless and until a buy-out occurs, Company retains ownership of a Leased System. Client hereby authorizes Company to execute and file financing statements and/or continuation statements under the Uniform Commercial Code on Client’s behalf and to file such documents in all places where necessary to perfect Company’s interest in the Leased System. Client agrees to execute any such instruments as Company may request from time to time; iii.for the monitoring, servicing and/or repairing of the System as provided in an Ordering Document, commencing from the date of Client’s Acceptance; and  iv.for any interim charges in the amount of approximately 1/30th of the monthly charges for each day from and including the date the System becomes operative until the first of the following month. Payments for services are due sixty (60) months, in advance, commencing from the first day of the month following the date of Client’s Acceptance.  B.Payment Terms, Collections. Payments are due thirty (30) days from the invoice date. Failure to pay amounts when due shall give Company the right to charge interest at the rate of 1½% per month, or other maximum permitted by law, on any delinquent balance. Should Company be required to retain an attorney or file suit with respect to collection of any amounts due, Client shall be responsible for payment of Company’s attorney fees and expenses related to such collection efforts. Company reserves the right, upon seven (7) days written notice to Client, to suspend all services while Client’s account is delinquent.  C.Progress Billing. If the price of a single project exceeds fifty thousand dollars ($50,000.00), Company shall have the right to submit invoices for progress payments based on percentage of work completed for such project.  D.Pricing Adjustments. Company shall have the right to make any or all of the following pricing adjustments subject to the limitations set forth below:  i.Client agrees that at any time following expiration of (12) months from the Effective Date of this Agreement or from the date of Client’s Acceptance of a System at a new location, Company may increase the monthly charges set forth in the applicable Ordering Document once a year, for the balance of the term and any renewal thereof. If Company increases the monthly charges by an amount greater than nine percent (9%), Client’s sole remedy with respect to such increase is to terminate this Agreement upon written notice to Company within fifteen (15) days of the earlier of the first invoice reflecting such increase or any other notification to Client of the increase.  ii.Company reserves the right to, no more often than once annually and no sooner than six (6) months from the Effective Date, adjust any pricing under this Agreement, including but not limited to equipment, fees and labor rates, in the event that the Consumer Price Index-All Urban Workers (the “CPI”) increases by greater than three percent (3%) between the Effective Date and the time of such adjustment. The percentage of such adjustment may be up to the percentage increase of the CPI.  iii.Company reserves the right to increase any pricing, after an Ordering Document is executed, to the extent that the price to Company of such item has been increased by Company’s supplier. Client’s sole remedy with respect to such an increase is to cancel the subject Ordering Document.  5.Miscellaneous Charges and Increase in Charges. A.   The prices given to Client are exclusive of taxes and Client shall be responsible for paying for any applicable City, State or Federal taxes, fees or charges which are imposed upon the equipment, the installation thereof or performance of the services provided for herein, including any increases in charges to Company for facilities required for transmission of signals under this Agreement.   B.   At Company’s option, a fee may be charged for any unnecessary service run or false alarm. If either Client or Company is assessed any fine or penalty by any municipality, fire, or police department as a result of any false alarm, Client shall pay the full amount of such fine or penalty. If, following an investigation at Client’s request, it is mutually agreed that a false alarm was caused by Company, the amount of the fine or penalty paid by Client shall be credited to Client’s account. Should the System excessively signal Company’s monitoring facility as a result of any cause other than Company’s sole negligence, Client authorizes Company to: (i) suspend performance of any of the services; (ii) shut down the panel and/or the System; and (iii) render some or all of the equipment incapable of sending a signal locally or communicating with any monitoring facility while the Parties investigate the source of the excessive signaling.   C.   The payments set forth in the Ordering Document may include telephone company line charges, if required. Company may immediately increase its monthly charges to reflect such increased line charges for the Client facility covered by this Agreement. Client shall also pay any telephone company toll line charges incurred by the operation of the System.   D.   Installation charges set forth in an Ordering Document assume installation will be performed during Company’s Normal Working Hours and using its own personnel. If Client requests the installation or any part thereof to be performed outside of Company Normal Working Hours, or by Client specified contractors, or if Company’s wage rates do not apply as a result of prevailing wage requirements, or otherwise, then the installation charge will be adjusted accordingly.   E.   If any governmental agency, or any updated technology standards (including but not limited to cellular signal sunsetting), require any changes in the System originally installed for compliance requirements and/or continued functionality, Client agrees to pay for such changes. It is Client's responsibility to obtain all alarm use permits required by the local jurisdiction.   F.   The prices quoted for the System are based upon the number of components, type of security and service specified in the Ordering Document. Should Client request or require additional protection, security devices or services, this may affect the final contract price. Cost associated with conditions not apparent at Company’s initial survey and for delays other than caused by Company will be borne by Client at Company’s then current rates.   G.   Client shall pay the greater of (i) any penalties or charges incurred by Company; (ii) $25.00, or (iii) the maximum amount permitted by law; in relation to any not-sufficient-funds (NSF) check submitted by Client.   Page # 7   of  13 Securitas Technology Corporation (f/k/a Stanley Convergent Security Solutions, Inc.) License Information: https://www.securitastechnology.com/licenses Securitas Technology Corporation Master Services Agreement Rev. 03/07/2023 H.   Invoices to Client shall be provided electronically unless otherwise requested by Client. A nominal fee, not to exceed three dollars ($3.00), may be charged for each paper invoice mailed.   I.   Company may make periodic searches at credit reporting agencies and fraud prevention agencies and reserves the right to change payment terms based upon information obtained in the searches.   6.Liquidated Damages and Company’s Limits of Liability. A. THE PARTIES AGREE THAT (I) COMPANY IS PROVIDING A SYSTEM AND/OR SERVICE DESIGNED TO REDUCE THE RISK OF LOSSONLY; (II) THE PAYMENTS PROVIDED FOR HEREIN ARE BASED SOLELY ON THE VALUE OF THE SYSTEM AND/OR SERVICES ASDESCRIBED HEREIN AND ARE UNRELATED TO THE VALUE OF ANY PROPERTY LOCATED ON CLIENT'S PREMISES; (III) COMPANY ISNOT LIABLE FOR LOSSES WHICH MAY OCCUR IN CASES OF MALFUNCTION OR NON-FUNCTION OF ANY SYSTEM PROVIDED ORSERVICED BY COMPANY, NOT LIABLE FOR LOSSES WHICH MAY OCCUR IN THE MONITORING, REPAIRING, SIGNAL HANDLING ORDISPATCHING ASPECTS OF THE SERVICE, AND NOT LIABLE FOR LOSSES RESULTING FROM FAILURE TO WARN OR INADEQUATETRAINING, IN EACH CASE EVEN IF DUE TO COMPANY’S NEGLIGENCE OR FAILURE OF PERFORMANCE; (V) COMPANY IS NOT ANINSURER; AND (VI) INSURANCE COVERING PERSONAL INJURY, PROPERTY LOSS, AND DAMAGE TO AND ON CLIENT'S PREMISESMUST BE OBTAINED AND/OR MAINTAINED BY CLIENT. CLIENT UNDERSTANDS THAT (A) IT IS CLIENT’S DUTY TO PURCHASE SUCHINSURANCE; AND (B) COMPANY OFFERS SEVERAL LEVELS OF PROTECTION AND SERVICES AND THAT THE SYSTEM AND/ORSERVICE DESCRIBED IN THE ORDERING DOCUMENT HAS BEEN CHOSEN BY CLIENT AFTER CONSIDERING AND BALANCING THELEVELS OF PROTECTION AFFORDED BY VARIOUS SYSTEMS AND THE RELATED COSTS. THIS AGREEMENT SHALL CONFER NORIGHTS ON THE PART OF ANY PERSON OR ENTITY THAT IS NOT A PARTY HERETO, WHETHER AS A THIRD-PARTY BENEFICIARY OROTHERWISE, WITH THE EXCEPTION OF THIRD PARTIES IDENTIFIED IN THIS SECTION 6.  B. IT IS AGREED THAT IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES WHICH MAY ARISE IN SITUATIONSWHERE THERE MAY BE A FAILURE OF THE SYSTEM AND/OR SERVICES PROVIDED, DUE TO THE UNCERTAIN NATURE OFPOTENTIAL DAMAGES AND/OR VALUE OF CLIENT'S PROPERTY OR THE PROPERTY OF OTHERS KEPT ON THE PROTECTEDPREMISES WHICH MAY BE LOST, STOLEN, DESTROYED, DAMAGED OR OTHERWISE AFFECTED BY OCCURRENCES WHICH THESYSTEM OR SERVICE IS DESIGNED TO DETECT OR AVERT, INCLUDING LOSS, DAMAGE, OR INABILITY TO OR IMPAIRMENT OFACCESS TO CLIENT DATA, INABILITY OF COMPANY TO GUARANTEE POLICE, FIRE DEPARTMENT AND MEDICAL ALERT RESPONSETIME, AND ESTABLISHING A CAUSAL CONNECTION BETWEEN THE SYSTEM OR SERVICE PROBLEMS AND CLIENT'S POSSIBLELOSS OR INJURIES TO THIRD PARTIES. THEREFORE, IF SECTION 6(A) IS JUDICIALLY DETERMINED TO BE INVALID,UNENFORCEABLE, OR IS OTHERWISE NOT ENFORCED, AND ANY LIABILITY IS JUDICIALLY IMPOSED ON COMPANY, ITSEMPLOYEES, AGENTS OR REPRESENTATIVES, FOR PROPERTY DAMAGE OR PERSONAL INJURY, SUCH LIABILITY SHALL BELIMITED TO AN AMOUNT EQUAL TO THE ANNUAL SERVICE CHARGE FOR THE PARTICULAR LOCATION INVOLVED OR $10,000WHICHEVER IS LESS. (IF THERE IS NO ANNUAL SERVICE CHARGE FOR THE PARTICULAR LOCATION INVOLVED, COMPANY’SLIABILITY SHALL BE LIMITED TO $500.00). THIS SUM SHALL BE PAID AND RECEIVED EITHER (i) AS LIQUIDATED DAMAGES AND NOTAS A PENALTY, OR (ii) AS A LIMITATION OF LIABILITY APPROVED AND AGREED UPON BY THE PARTIES. THE PAYMENT OF THISAMOUNT SHALL BE COMPANY’S SOLE AND EXCLUSIVE LIABILITY REGARDLESS OF WHETHER LOSS OR DAMAGE IS CAUSED BYTHE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS UNDER THIS AGREEMENT OR BY NEGLIGENCE, ACTIVE OROTHERWISE, OF COMPANY, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES. IF CLIENT WISHES COMPANY TO INCREASE THEAMOUNT OF THE LIQUIDATED DAMAGES OR LIMITATION OF LIABILITY AS PROVIDED ABOVE, CLIENT MAY OBTAIN FROM COMPANYAN ADDITIONAL AMOUNT OF LIQUIDATED DAMAGES OR HIGHER LIMITATION OF LIABILITY BY PAYING AN ADDITIONAL MONTHLYSERVICE CHARGE TO COMPANY. THIS CLAUSE WILL IN NO WAY BE INTERPRETED TO ESTABLISH COMPANY AS AN INSURER.  C. IN NO EVENT WILL COMPANY, ITS EMPLOYEES, OR AGENTS OR REPRESENTATIVES BE RESPONSIBLE FOR ANY LOST PROFITS,LOSS OF REVENUE, COST OF COVER, OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES OF ANY NATUREWHATSOEVER, WHETHER SOUNDING IN CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY AND PRODUCTSLIABILITY), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF THE DAMAGES AND NOTWITHSTANDING ANY FAILURE OFTHE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.  D. NO SUIT OR ACTION SHALL BE BROUGHT AGAINST COMPANY MORE THAN TWO (2) YEARS AFTER THE ACCRUAL OF THE CAUSEOF ACTION ARISES.  E. BECAUSE THE PARTIES AGREE THAT CLIENT RETAINS THE SOLE RESPONSIBILITY FOR THE LIFE AND SAFETY OF ALL PERSONSON ITS PREMISES, AND FOR PROTECTING AGAINST LOSSES TO CLIENT’S OWN PROPERTY OR THE PROPERTY OF OTHERS ON ITSPREMISES, CLIENT AGREES TO INDEMNIFY AND SAVE HARMLESS COMPANY, ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES,FROM AND AGAINST ALL CLAIMS, LAWSUITS AND LOSSES BY PERSONS NOT A PARTY TO THIS AGREEMENT, ALLEGED TO BECAUSED BY THE IMPROPER OPERATION OF THE SYSTEM, WHETHER DUE TO MALFUNCTIONING OR NONFUNCTIONING OF THESYSTEM OR THE NEGLIGENT PERFORMANCE OR NONPERFORMANCE BY COMPANY OF ANY SERVICE PROVIDED BY COMPANY,INCLUDING BUT NOT LIMITED TO, THE INSTALLATION, REPAIR, MONITORING, SIGNAL HANDLING, OR DISPATCHING ASPECTS OFTHE SERVICE.  F. WITH RESPECT TO LEASED SYSTEMS, CLIENT EXPRESSLY WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON ACLIENT UNDER ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE AND ANY RIGHTS NOW OR HEREAFTER CONFERRED UPON ACLIENT BY STATUTE OR OTHERWISE THAT MAY LIMIT OR MODIFY COMPANY’S RIGHTS AS DESCRIBED IN THIS SECTION OR OTHERSECTIONS OF THIS AGREEMENT OR APPLICABLE SCHEDULE.  G. THIS SECTION 6 SHALL APPLY TO ANY OTHER COMPANY OR ENTITY, AND THE WORK IT PERFORMS, WHICH FURNISHES, AS ASUBCONTRACTOR OR OTHERWISE, ANY INSTALLATION, REPAIRS, MAINTENANCE, MONITORING OR OTHER SERVICES PROVIDEDHEREUNDER.  7.Limited Equipment Warranty. A. Where Client purchases a System under this Agreement, unless Client has purchased a service plan that commences from the date ofinstallation, Company warrants to Client that the equipment provided will conform to its associated documentation under normal use andoperating conditions for a period of ninety (90) days from the date of Acceptance. If, during this warranty period, any of the equipment or partsare defective or malfunction, they will be repaired or replaced, at Company’s sole option, free of charge. Warranty repair is provided duringCompany’s Normal Working Hours. This warranty will not apply if the damage or malfunction occurs due to (i) adjustments, additions, Page # 8   of  13 Securitas Technology Corporation (f/k/a Stanley Convergent Security Solutions, Inc.) License Information: https://www.securitastechnology.com/licenses Securitas Technology Corporation Master Services Agreement Rev. 03/07/2023 alternations, abuse, misuse or tampering of the System by the Client (ii) System operation or use contrary to the operating instructions; (iii) software used with an operating system other than that specified by Company or its original equipment manufacturer ("OEM"); (iv) performance issues relating to the use of Client's data network(s); (v) power fluctuations; or (vi) any other cause not within the cause or control of Company. If inspection by Company fails to disclose any defect covered by this limited equipment warranty, the equipment will be repaired or replaced at Client's expense and Company’s regular service charges will apply.   B.   DISCLAIMER OF ALL OTHER WARRANTIES. EXCEPT FOR THE FOREGOING LIMITED EQUIPMENT WARRANTY, COMPANY MAKES NO OTHER WARRANTIES AND HEREBY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, WHETHER ARISING UNDER LAW OR EQUITY OR CUSTOM OR USAGE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, OR QUIET ENJOYMENT AND ANY WARRANTY THAT THE SYSTEM OR SERVICE SUPPLIED MAY NOT BE COMPROMISED, OR THAT THE SYSTEM OR SERVICE WILL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH IT IS INTENDED. COMPANY MAKES NO WARRANTIES CONCERNING ANY EQUIPMENT OR DEVICES ATTACHED TO CLIENT'S SYSTEM UNLESS SUCH EQUIPMENT OR DEVICES WERE ORIGINALLY PURCHASED AND INSTALLED UNDER THIS AGREEMENT.   C.   STATE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR A LIMITATION ON THE DURATION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. THE WARRANTY PROVIDES SPECIFIC LEGAL RIGHTS AND CLIENT MAY ALSO HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE.   8.Software License.Client’s use of any computer application, program, and/or documentation (collectively “Software”) provided hereunder is owned by Company, its affiliatesor one of its OEMs and is protected by United States and international copyright laws and international treaty provisions, and is governed by the termsand conditions of any license included in or with such software (including but not limited to a click-wrap or shrink-wrap agreement) or as appears on aweb site as of the date that the Client signs the Ordering Document referencing this Agreement. If Client does not agree to abide by such terms, thenClient should not install or use such Software. Any breach of this Agreement will automatically terminate the Client’s right to use the software. Client maynot copy the software other than in accordance with the terms and conditions of the applicable end user software license agreement. Client may notreverse-engineer, disassemble, decompile or attempt to discover the source code of any software. Client acknowledges that any breach of this Section 8shall result in irreparable injury to Company for which the amount of damages would be unascertainable. Therefore, Company may, in addition topursuing any and all remedies provided by law, seek an injunction against Client from any court having jurisdiction, restraining any violation of thisSection 8. 9.Further Obligations of Client. A. Client, at its own expense, shall supply appropriate unswitched AC electric power, outlets for such power, located according to Company'srequirements, and telephone company interconnection jacks, if required.  B.  Client shall not tamper with, alter, adjust, add to, disturb, injure, move, remove, interconnect with other equipment, or otherwise interfere withSystem(s) installed by Company, nor shall Client permit the same to be done by others. It is further agreed that CLIENT SHALL INDEMNIFYAND HOLD COMPANY HARMLESS FOR ANY CLAIM ARISING OUT OF THE FOREGOING, and that if any work is required to be performedby Company due to Client's breach of the foregoing obligations, Client will pay Company for such work in accordance with Company’s thencurrent prevailing charges.  C. For those premises where Company is to provide monitoring services, Client shall be solely responsible for providing to and updating Companywith the information required to provide the services hereunder, including but not limited to a list of the names, titles, telephone numbers andsignatures of all persons authorized to enter the premises of Client during scheduled closed periods, instructions on order of contactingindividuals and authorities in case of an alarm signal or other type of signal, an authorized daily and holiday opening and closing schedule;authorized contacts and accurate contact information (“Action Plan”). Client agrees that telephone calls and video received or transmitted bythe Client Service Center, including the receipt and transmission of alarm signals, may be electronically recorded by Company. Client consentsto such recording and will inform its employees and appropriate third parties that such recordings are authorized.  D. Client is solely responsible for activating any intrusion alarm System at such times as Client shall close its premises. Client shall regularly test itsSystem(s), including conducting walk tests of any motion detection equipment, and shall immediately report to Company any claimedinadequacy in, or failure of, any System.  E. Client shall permit Company access to the premises for any reason arising out of, or in connection with, Company’s rights or obligations underthis Agreement.  F. At any time during the Initial Term of this Agreement or any Renewal Term, Company may reasonably determine that equipment being servicedhereunder is obsolete or not otherwise reasonably capable of being maintained in an operable condition as a result of age, volume of use,unavailability of necessary replacement parts or other reason or condition. In such event, upon receipt of written notice or such determinationfrom Company, Client shall either replace the obsolete equipment with new equipment, remove the equipment from the scope of coverage of thisAgreement, or agree in writing that such equipment will continue to be serviced hereunder by Company (if Company is able to do so) on a timeand materials basis.  G. Should any part of the System be damaged by fire, water, lightning, acts of God, third parties or any cause beyond the control of Company, anyrepairs or replacement shall be paid for by Client (ordinary wear and tear excepted in the case of a Leased System).  H. Client represents and warrants that Client is the owner of the premises or, if not, that the owner agrees and consents to the installation of theSystem on the premises. Client shall indemnify and hold Company harmless from any losses or damages, including attorney fees, resulting frombreach of such representation and warranty, or from Company’s inability to recover Leased System components when Client moves out of thepremises.  I. For those premises where Company is to provide central station sprinkler supervisory and water flow alarm or automatic fire alarm service,Client warrants and agrees that all alarm valves, gate valves, tanks, pumps, compressors, inspector test connections, or other elements of thesprinkler system as now installed or to be installed, are, or will be, corrected at Client's expense so as to be acceptable to the insurance andother authorities having jurisdiction when equipped with Company’s signaling devices. Client further agrees to furnish any necessary waterthrough Client's meter and at Client's expense, to place hoods over any open forges or fires, and to pipe all boiler blow-offs and steam exhaustoutside the premises to be protected.  J. For those premises where the System transmits video Client shall (i) provide and maintain adequate power and lighting for all cameras or othervideo-related equipment; (ii) instruct all personnel who may use the service or the System of any of the limitations respecting the service or theSystem as set forth in an agreement or otherwise; (iii) take all steps necessary to inform any person who may be the subject of any video and/oraudio monitoring of the possibility of such monitoring including the prominent and conspicuous display of signs or the broadcasting of periodic or Page # 9   of  13 Securitas Technology Corporation (f/k/a Stanley Convergent Security Solutions, Inc.) License Information: https://www.securitastechnology.com/licenses Securitas Technology Corporation Master Services Agreement Rev. 03/07/2023 intrusion-related aural announcements informing any such person of the audio and/or video monitoring while on the premises; (iv) not use orpermit the use of video data transmitted or received from cameras installed with a view where any person may have a reasonable expectation ofprivacy including restrooms, dressing or changing areas, locker rooms or similar areas; (v) use the service and video transmitted from a Systemonly for the intended purpose of providing security surveillance or management services and for no other purpose; (vi) not use the services orvideo transmitted from a System for any criminal, illegal or otherwise unlawful activity, including invasion of or intrusion upon the privacy orseclusion or the private affairs of another or eavesdropping or for viewing, transmitting or storing sexually explicit materials; and (vii) obtain andkeep in effect all permits or licenses required for the installation and operation of the System or use of the service.  K. It is mutually agreed that the Client assumes full responsibility for the operation of any and all bypass or switch units provided for disconnectingor reconnecting the alarm sounding and/or transmitting equipment at Client's premises.  L. Client represents that, except to the extent it has given Company written notice prior to the execution of this Agreement, (i) the work and/orservices to be performed hereunder are not subject to any Federal, State or local prevailing wage statute or regulation, and (ii) to the best of itsknowledge there is no asbestos or presumed asbestos-containing material, formaldehyde or other potentially toxic or hazardous materialcontained within, or in, on or under any portion of any area where work will be performed under this Agreement. If such materials (whether ornot disclosed by Client) are discovered and such materials provide an unsafe or unlawful condition, such discovery shall constitute a causebeyond Company’s reasonable control and Company shall not start, or continue, to perform its work under this Agreement until Client hasremedied the unsafe or unlawful condition at Client's sole expense. CLIENT SHALL INDEMNIFY AND HOLD COMPANY HARMLESS FROMAND AGAINST ANY AND ALL CLAIMS, COSTS AND EXPENSES OF ANY KIND (INCLUDING ATTORNEYS’ FEES) FOR FINES,PENALTIES, BACK WAGES, BODILY INJURY, PROPERTY DAMAGE, DELAY OR WORK STOPPAGE THAT ARISES UNDER OR RESULTSFROM SUCH UNSAFE OR UNLAWFUL CONDITIONS (REGARDLESS OF WHETHER OR NOT CLIENT DISCLOSED SUCH MATERIALS TOCOMPANY). Client further represents that it is not subject to any economic or trade sanctions and will immediately notify Company if it becomessubject to such sanctions, in which event Company shall be entitled to immediately terminate this Agreement.  10.Obligations of Company; Limitations. A. Neither party shall be held responsible or liable for delay in installation of the System or interruption of service due to strikes, lockouts, riots,floods, fires, lightning, acts of God, pandemics, endemics, supply chain issues and shortages, or any cause beyond the control of such party,including interruptions in internet, telephone, or other telecommunications service (each a “Force Majeure”). Company will not be required toperform installation or supply service to Client while any such cause shall continue. If such Force Majeure event continues for more than thirty(30) days, either party may terminate this Agreement without liability as of the date specified in a written notice to the other party.  B. For those premises where monitoring service is provided, Company, upon receipt of an alarm signal from Client's premises, shall (unlesspreviously instructed otherwise by Client), follow the Action Plan. If no Action Plan is in place, Company shall make a reasonable effort to notifyClient and/or the pertinent authorities of the alarm, with the exception that Company shall clear the alarm signal if, through video or audioverification, Company determines an emergency does not exist.  C. Company reserves the right to use automated notification procedures in lieu of phone call notifications for non-emergency signals, unlessexpressly prohibited by local authorities. If Client requires phone notification for non-emergency signals, Client agrees to subscribe to suchservice and an additional fee may apply. Phone notification for non-emergency signals will be made during normal business hours unlessexpressly requested otherwise by Client.  D. Company may choose not to notify emergency personnel if it has reason to believe that an emergency condition does not exist. Company andClient are obligated to comply with all notification and response requirements imposed by governmental agencies having jurisdiction over theSystem. Company reserves the right to discontinue or change any particular response service due to such governmental requirements or anyinsurance requirements without notice. Client consents to the tape and video recording of telephonic and video communications betweenClient’s premises and Company, and Client will inform its employees and third parties that such recordings are authorized. If Client's police orfire department now or in the future requires physical or visual verification of an emergency condition before responding to a request forassistance, Client agrees to subscribe to such service if provided by Company, or otherwise comply with such requirements, and an additionalfee may apply for such services.  E. If a service plan or software support option is purchased by Client, Company will provide and install software updates during Company'sNormal Working Hours, as they become commercially available. Software updates that do not apply to the Client's current operations, asdetermined by Company and the OEM, will not be installed by Company. Software upgrades shall be made available for purchase. In the eventthe Client elects to have someone other than Company install a software update or upgrade, Client shall assume any and all liability fordamage caused pursuant to the installation. Service and updates for third party software not supplied by Company are excluded from thisAgreement.  11.Communication Limitations. A. Client understands that if any System installed under this Agreement is monitored, due to the nature of the method used for communicatingalarm signals to the Client Service Center there may be times when that communication method is not able to transmit signals and Companywill not receive alarm signals. Digital communicators use standard telephone lines and Company does not receive signals when the telephonesystems become non-operational or the telephone line is placed on vacation status, cut, interfered with, or otherwise damaged. There will betimes when any radio frequency method, such as cellular, public or private radio systems, or any Internet based service, cannot transmit analarm signal due to lack of signal strength, network congestion, or availability of a communication channel. Similarly, any other type ofcommunication method installed under this Agreement also can experience an inability to communicate alarm signals. Client understands thatCompany offers several levels of communication methods of alarm signals to the Client Service Center and that the services described on theOrdering Document have been chosen by Client after considering and balancing the levels of protection afforded by various communicationmethods and the related costs. Client acknowledges and agrees that Client is solely responsible for the selection of the type of communicationmethod and whether the utilization of more than one communication method is required. Communications networks provided by independentcarriers or providers are wholly beyond Company’s control and are maintained and serviced, solely by the applicable carrier or provider. Clientagrees to reimburse Company for any costs incurred to reprogram the communicator because of area code changes or other dialing patternchanges. If telephone service is used, the use of DSL or other broadband telephone service may prevent the System from transmitting alarmsignals to the monitoring center and/or interfere with the telephone line-seizure feature of the System. Such services should be installed on atelephone number that is not used for alarm signal transmission. Client agrees to notify Company if Client has installed or intends to installDSL or other broadband service. IMMEDIATELY AFTER THE INSTALLATION OF DSL OR OTHER BROADBAND SERVICE, THE SYSTEM’SSIGNAL TRANSMISSION MUST BE TESTED WITH THE MONITORING CENTER.  B. For those premises where card access security is provided, Company assumes no responsibility or liability for lost or stolen access cards.  C. For those premises with a direct connection to the police, fire department, or other agency, it is mutually understood and agreed that signalstransmitted hereunder will be monitored in police and/or fire departments or other locations, and that the personnel of such police and/or firedepartments or other agencies are not Company’s agents, nor does Company assume any responsibility for the manner in which such signalsare monitored or the response, if any, to such signals.  D.Company shall not be responsible for the replacement of equipment or parts no longer commercially available to Company. Page # 10   of  13 Securitas Technology Corporation (f/k/a Stanley Convergent Security Solutions, Inc.) License Information: https://www.securitastechnology.com/licenses Securitas Technology Corporation Master Services Agreement Rev. 03/07/2023 12.Title to Equipment and Use of Leased Equipment. A. If Client purchases a System, Client agrees that Company retains a security interest in the System until the full purchase price is paid.  B. Any Leased System installed on the Client's premises shall at all times remain solely the property of Company and Client agrees not to permitthe attachment thereto of any equipment not furnished by Company. It is further understood and agreed that Company may remove, disable, orabandon all or any part of the Leased System, including all wiring installed by Company upon termination of the Agreement by lapse of time,default of any monies due hereunder, or otherwise, without any obligation to repair or redecorate any portion of the protected premises,provided that such removal, disablement, or abandonment shall not be held to constitute a waiver of the right of Company to collect anycharges which have accrued hereunder. Client shall have no right, title or interest in the Leased System outside of the leasehold interestcreated by the Ordering Documents.  C. Client shall keep all Leased Systems at all times free and clear from all liens, claims, levies, encumbrances, security interests and processes,of any nature whatsoever. Client shall give Company immediate notice of any such attachment or other judicial process affecting any of theequipment. Without Company's written permission, Client shall not attempt to or actually: (i) pledge, lend, create a security interest in, sublet,exchange, trade, assign, swap, use for an allowance or credit or otherwise; (ii) allow another to use; (iii) part with possession; (iv) dispose of; or(v) remove from the location of installation, any item of equipment. If any item of equipment is exchanged, assigned, traded, swapped, used foran allowance or credit or otherwise to acquire new or different equipment (the "new equipment") without Company's prior written consent, thenall the new equipment shall become equipment owned by Company subject to this Agreement and the applicable Schedule.  13.Termination. A. Company may terminate this Agreement: i.Immediately, upon written notice, in the event Client defaults in the performance of any of the terms and conditions of this Agreement,including the failure to make any payment as agreed herein, and fails to cure or remedy the default within thirty (30) calendar days fromreceipt date of written notice by Company of such default. If Company terminates under this Section 13(A)(i), the balance of all monies dueand for the unexpired term of orders subject to this Agreement shall become immediately due and payable, together with interest at themaximum legally allowable rate; or  ii.immediately, upon written notice, in the event the Client Service Center, the telephone lines, wires, or Company’s equipment within Clientpremises are destroyed or so substantially damaged that it is commercially impractical to continue service to Client's premises; or  iii.as provided in Section 2 relating to expiration.  B. Client may terminate this Agreement: i.immediately, upon written notice for any individual location in the event the Client location is, by any cause beyond the control of Client, destroyed or so substantially damaged that it is commercially impractical for Client to continue any operations at such location; ii.if Company materially breaches this Agreement, and such material breach is not cured within thirty (30) days of written notification by Client of such material breach; iii.as provided in Section 2 relating to expiration.  C. In the event of any termination under this Section 13, i.if Client is using Leased Equipment, Client must pay Company all payments remaining to be made under this Agreement through itsscheduled expiration;  ii.Client shall permit Company access to Client's premises in order to deactivate any signaling device, and/or to remove or disable the Systempursuant to Section 12;  iii.written notification by facsimile, U.S. mail or by courier shall be acceptable.  D. The provisions that by their express terms or nature continue and surviving, including the payment and taxes terms, the limitation on liability,consequential damages waiver, warranty disclaimer, insurance and waiver of subrogation, severability and savings, jury trial waiver, entireagreement and governing law provision, will survive any termination, expiration or cancellation of this Agreement.  14.Assignment. This Agreement and the rights hereunder are not assignable by the Client, except upon written consent of Company first being obtained. Company shall have the right to assign its rights under this Agreement without the consent of, but with notification to, the Client. Any attempted assignment in violation of this Section 14 is void. 15.Subcontracting. Company may, in its sole discretion, subcontract any of Company’s obligations under this Agreement. 16.Insurance and Waiver of Subrogation. Client shall obtain, and maintain, insurance coverage and/or an appropriate self-insurance program to cover all losses, damage, or injury Client maysustain in security-related incidents. Client shall look solely to its insurer for recovery of security incident related losses and hereby waives any and allclaims for such losses against Company. Client agrees to obtain insurance permitting said waiver without invalidating coverage. Both parties do herebyfor themselves and for other parties claiming under them, release and discharge each other from and against all claims arising from hazards covered byinsurance, it being expressly agreed and understood that no insurance company or insurer will have any right of subrogation against either party. 17.Severability and Savings. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, void, illegal, or unenforceable by any court,arbitrator, or governmental agency, the remaining provisions of this Agreement shall remain in full force and effect, and the invalid, void, illegal, and/orunenforceable provision(s) shall survive to the extent not so held. 18.Non-Solicitation. During the term of this Agreement and for a period of not less than one (1) year following its expiration or termination, both parties agree not to solicit asan employee, consultant, agent, subcontractor and/or representative (hereinafter "Employee") any person who is an Employee of the other party at thetime of such solicitation. If this covenant is breached, the non-breaching party will be entitled to seek injunctive relief to be issued by any court of equity Page # 11   of  13 Securitas Technology Corporation (f/k/a Stanley Convergent Security Solutions, Inc.) License Information: https://www.securitastechnology.com/licenses Securitas Technology Corporation Master Services Agreement Rev. 03/07/2023 having jurisdiction to enjoin and restrain the breaching party and the subject Employee, and each and every other person concerned therein from further violation thereof, and in addition thereto, if a court finds a violation of this clause, the non-breaching party will be entitled to liquidated damages, due to the difficulty of proof of actual damages, against the breaching party in the amount of the hired employee’s fully loaded salary, including benefits, bonuses, commissions, stock grants, the cost of training and other similar fully loaded elements. Both parties acknowledge that such amount is reasonable, not a penalty and not disproportionate to the presumed investment in the training of such Employee and the damages suffered by the non- breaching party. Solicitation through advertisements directed at the general public or through independent recruiters who contact a party’s Employee without the party’s knowledge will not be considered solicitations for purposes of this paragraph. 19.Electronic Signature. The parties acknowledge and agree that this Agreement may be executed or accepted using electronic, stamped or facsimile signatures, and that such a signature shall be legally binding to the same extent as a written cursive signature by a party’s authorized representative. Each party waives any legal requirement that this Agreement be embodied, stored or reproduced in tangible media, and agrees that an electronic reproduction shall be given the same legal force and effect as a signed writing. 20.Choice of Law. This Agreement is entered into in the State of New York and shall be interpreted, enforced and governed under the laws of the State of New York without regard to application of conflicts of laws principles that would require the application of any other law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. 21.Waivers. A. Jury Trial Waiver. Both parties to this Agreement, knowingly, voluntarily and intentionally waive any right they may have to a trial by jury inrespect to any litigation arising out of, under, in connection with, or relating to this Agreement.  B. Terrorism Waiver. In no event will either Party or its insurers be liable to the other Party for loss or damage arising from or related to any acts ofterrorism. The Parties intend for this waiver to “flow down” to their respective contractors.  22.Confidentiality A. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party non-publicinformation about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and othersensitive or proprietary information that the receiving party knows or reasonably should know is confidential to the disclosing party or itsaffiliates, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked,designated, or otherwise identified as "confidential" (collectively, “Confidential Information”). Confidential Information does not includeinformation that, at the time of disclosure, is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfullyobtained by the receiving party on a non-confidential basis from a third-party; or (d) independently developed by the receiving party.  B. Non-Disclosure. The receiving party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to thereceiving party's employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform itsobligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) inorder to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided thatthe Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort toobtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. Each Party'sobligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three years from theeffective date of termination of this Agreement.  C. Return or Destruction. On the expiration or termination of this Agreement, the receiving party shall, to the extent practicable, promptly return tothe disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, ordestroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party'sobligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three years from theeffective date of termination of this Agreement.  23.Miscellaneous A. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are notintended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of the provisions of this Agreement,which shall be considered as a whole.  B. The word “including”, when used herein, is illustrative rather than exclusive and means “including, without limitation.”  C. Any written notifications to Company shall be directed to 3800 Tabs Drive, Uniontown OH 44685, Attn: Counsel. Any written notifications toClient shall be directed to the address identified in the first paragraph of this Agreement.  24.Entire Agreement.This Agreement, including any attached Ordering Documents and Exhibits (which are incorporated by reference), constitutes the entire agreementbetween the parties with respect to the subject matter hereof, and supersedes and replaces all other prior understandings or agreements, whether oralor written, relating to such subject matter. This Agreement may not be changed, modified, or varied except in a writing that both identifies itself as anamendment to this Agreement and is signed by an authorized representative of Company. It is understood and agreed by and between the partieshereto, that the terms and conditions of this Agreement shall govern notwithstanding any additional or inconsistent terms or conditions contained in anypurchase order or other document submitted by Client. Client hereby acknowledges that Client has read this entire Agreement and agrees to be boundby all its terms and conditions.  IMPORTANT INFORMATION FOR PURCHASERS OF ALARM SYSTEMS AND SERVICES IN THE STATE OF CALIFORNIA Company is a licensed alarm company operator as defined in the California Alarm Company Act (the “Act”) and is regulated by the Bureau of Security and Investigative Services, Department of Consumer Affairs, Post Office Box 980550, West Sacramento, CA 95798-0550, Phone (916) 322-4000. Company shall provide Client a fully executed copy of the Agreement before any work is done. Upon completion of the installation of the alarm system, Company shall thoroughly instruct Client in the proper use of the alarm system. Company reserves the right, in the event of non-payment, to assert a mechanic’s lien against the Premises. In the event of the assertion of such a lien, Company must provide notice to Client and record the lien and/or Page # 12   of  13 Securitas Technology Corporation (f/k/a Stanley Convergent Security Solutions, Inc.) License Information: https://www.securitastechnology.com/licenses Securitas Technology Corporation Master Services Agreement Rev. 03/07/2023 payment bonds (if applicable) in accordance with California law. Client has the right to dispute such a lien based on whether legal requirements with respect to such a lien are satisfied. California License # of Sales Agent (if applicable): ____________________ IN WITNESS WHEREOF,the Parties have indicated their acceptance of the terms of this agreement by their signatures below on the dates indicated: SECURITAS TECHNOLOGY CORPORATION By:________________________________________ Name:________________________________________ Title:________________________________________ Date:________________________________________ Client: Aspen Pitkin County Airport  By:_________________________________________ Name:_________________________________________ Title:_________________________________________ Date:_________________________________________ Page # 13   of  13 Securitas Technology Corporation (f/k/a Stanley Convergent Security Solutions, Inc.) License Information: https://www.securitastechnology.com/licenses Securitas Technology Corporation Master Services Agreement Rev. 03/07/2023 Certificate Of Completion Envelope Id: 4A05E1D0217046DD8F1D680F00091611 Status: Completed Subject: Securitas | Pitkin County Task Order 110.24 A-1 for Review and Signature Source Envelope: Document Pages: 16 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Pitkin County Procurement AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-07:00) Mountain Time (US & Canada) 530 East Main Street Suite 203 Aspen, CO 81611 Procurement@PitkinCounty.com IP Address: 216.147.123.131 Record Tracking Status: Original 6/5/2024 11:14:13 AM Holder: Pitkin County Procurement Procurement@PitkinCounty.com Location: DocuSign Signer Events Signature Timestamp David Schneider david.schneider@aspenairport.com Operations and Security Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 65.38.144.66 Sent: 6/5/2024 11:15:45 AM Viewed: 6/6/2024 12:08:29 PM Signed: 6/6/2024 12:08:38 PM Electronic Record and Signature Disclosure: Accepted: 6/6/2024 12:08:29 PM ID: 09a30860-6d6d-4892-91c6-9ccb92aed7bf Company Name: Pitkin County, Colorado Ron Miles ron.miles@securitas.com Regional Sales Manager Securitas Technology Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 174.231.88.64 Signed using mobile Sent: 6/6/2024 12:08:39 PM Viewed: 6/14/2024 6:04:31 AM Signed: 6/17/2024 12:49:17 PM Electronic Record and Signature Disclosure: Accepted: 6/14/2024 6:04:31 AM ID: 457cbe9b-0264-40e9-be73-62f1cffc71ce Company Name: Pitkin County, Colorado In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Pitkin County Procurement procurement@pitkincounty.com Procurement Specialist Pitkin County Security Level: Email, Account Authentication (None) Sent: 6/17/2024 12:49:19 PM Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Accounts Payable AP@pitkincounty.com Accounts Payable Pitkin County Security Level: Email, Account Authentication (None) Sent: 6/17/2024 12:49:19 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carrie Labbe carrie.labbe@pitkincounty.com Director of Information Technology Pitkin County Security Level: Email, Account Authentication (None) Sent: 6/17/2024 12:49:20 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Maria Visalli maria.visalli@securitases.com Security Level: Email, Account Authentication (None) Sent: 6/17/2024 12:49:21 PM Electronic Record and Signature Disclosure: Accepted: 11/8/2022 11:46:27 AM ID: 496e6e2d-9c54-4871-a5f2-d4fc5d15caee Company Name: Pitkin County, Colorado Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/5/2024 11:15:45 AM Certified Delivered Security Checked 6/14/2024 6:04:31 AM Signing Complete Security Checked 6/17/2024 12:49:17 PM Completed Security Checked 6/17/2024 12:49:21 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Pitkin County (we, us or Pitkin County) may be required by law to provide you with certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically when we send you documents for electronic signature. Acknowledging your Access, Intent, and Consent to Receive and Sign Materials Electronically To confirm that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receive notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that:  I am establishing my intent to be bound to the transaction, and indicating that I am fully aware of the purpose for which the signature is being provided.  I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and  I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and  Until or unless I notify Pitkin County as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to me by Pitkin County during the course of my relationship with you. Signing Documents without a Pitkin County DocuSign Account: Pitkin County may not require all document signers to be authorized users of the Pitkin County DocuSign Account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. When you don't have a DocuSign account, you will be provided the opportunity to agree to the Legal Disclosure each time you open an "envelope" for signing, at this time, you can download and retain this disclosure. Pitkin County will forward completed documents that you've reviewed, processed or signed via email. Should you require copies of these signed documents (e.g., if they get deleted from your email account) you should request those documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin County custodian who sent you the document for signature. Signing Documents with a Pitkin County DocuSign Account: Electronic Record and Signature Disclosure created on: 3/20/2020 3:28:13 PM Parties agreed to: David Schneider, Ron Miles, Maria Visalli Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper or electronic copies At any time, you may request from us a paper or electronic copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper or electronic copies of any such documents from our office to you, you may be charged a per-page fee. You may request delivery of such paper or electronic copies from us by following the procedure described below. Withdrawing your consent If you are an authorized DocuSign Account holder, you can decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. Described below is the process for informing us of your decision to receive future notices and disclosure in paper format and also how to withdraw your consent to receive notices and disclosures electronically. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Pitkin County: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to Helpdesk@provelocity.com To advise Pitkin County of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at Helpdesk@provelocity.com and in the body of such request you must state: your previous e-mail address, your new e-mail address . In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper or electronic copies from Pitkin County To request delivery from us of paper or electronic copies of the notices and disclosures previously provided by us to you electronically, you should request those documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin County custodian who sent you the document for signature. To withdraw your consent with Pitkin County To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to Helpdesk@provelocity.com and in the body of such a request, you must state your e-mail, full name, Postal Address, telephone number, and account number.