SECURITY SERVICES AGREEMENT
THIS AGREEMENT, made this DATE by and between
Guard Tronic, Inc., P.O. Box 567, Fort Smith, AR 72902, (800) 542-7866,
(hereinafter referred to as “Company”), and
Name: Customer Name
Street Address: Customer Billing Address
City: City
State: State
Zip Code: Zip
Phone No.: Phone
E-Mail: Customer email
(hereinafter referred to as “Client”).
1. EQUIPMENT: Company agrees to provide the equipment listed in Schedule A.
The Equipment will be installed at the following location: Physical Address
The Equipment installation charge will be $ Installation Fee. (Excludes all applicable taxes.),
Equipment to be owned by Company (attach Schedule B).
2. SERVICE CHARGES: Client also agrees to pay Company for the security services below.
The service charge of $Monthly Fee plus tax, shall be paid in advance monthly, to Guard Tronic, Inc., at P.O. Box 567, Fort Smith, AR 72902, with the first payment due on the first day of the month following installation of the equipment with a like payment on the first day of each month thereafter.
3. LATE FEES: If Client fails to pay the entire monthly service charge by the 15th day of the month in which service charge is due, Client shall pay to Company a late fee of 5% of the unpaid balance of that service charge. The parties stipulate that such late fee represents a reasonable estimate of the additional administrative and other costs, which will be incurred by Company and shall be in addition to and not in lieu of any other remedies provided herein. Notwithstanding the foregoing, if the amount of the late fee shall be greater than permitted by applicable law, such late fee shall be reduced to an amount equal to the maximum lawful charge for a late fee. Nothing contained herein constitutes Company’s agreement to accept payments after they are due or to extend credit to Client. Client shall pay the late charge within twenty (20) days of receipt of the Company’s invoice that includes the late charge.
4. TERM OF THIS AGREEMENT: The primary term of this Agreement shall be for a period of Term year(s) from the first day of the month following installation of the equipment. This Agreement shall automatically renew for an additional one year period at the end of such primary term or any renewal term thereafter, unless Company or Client gives written notice of their intent not to renew sixty (60) days before the end of the primary or any renewal term. Company will honor the Soldiers and Sailors Civil Relief Act.
5. SERVICE CALLS: All calls for service or sales assistance should be made to the Company at (800) 542-7866.
6. ADDITIONAL TERMS: This Agreement, shall also includes the terms and conditions set forth on the attachments indicated as follows:
[x] Schedule A, [x] Schedule B, [x] Schedule C,
7. CLIENT SELECTED SERVICES: Client acknowledges that where burglar alarm, fire alarm, or access control equipment or CCTV is provided, the system is designed to detect entry only through those accesses or areas actually covered by the equipment listed on Schedule A of this Agreement; that such equipment performs only those functions; and the system is activated only under the circumstances explained to the Client. Further, Client acknowledges that: (a) Company has explained the full range of protection, equipment and services available to Client; (b) Client desires and has contracted for only the equipment and services itemized on this Agreement; and (c) additional protection over and above that provided herein is available and may be obtained from Company at an additional cost to the Client.
8. EXCLUSION OF LIABILITY: Client acknowledges that Company is not an insurer and that the payments to and charges by Company are based solely upon the value of the equipment and services to be furnished by the Company and are unrelated to the value of the property located on Client’s premises.
COMPANY SHALL NOT BE LIABLE (AND CLIENT EXPRESSLY WAIVES AND RELEASES COMPANY FROM ANY CLAIM) FOR ANY LOSS OR DAMAGE RESULTING OR ARISING, IN ANY WAY, FROM THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO: (1) AN ACT OR OMISSION ON THE PART OF THE COMPANY IN THE PERFORMANCE OF THE SERVICES FURNISHED UNDER THIS AGREEMENT; OR (2) A DEFECT, MALFUNCATION OR OTHER PROBLEM WITH THE EQUIPMENT FURNISHED UNDER THIS AGREEMENT. The foregoing exclusion of liability shall not only cover Company but also its shareholders, officers, directors, employees, subcontractors, agents, representatives and assigns. THE FOREGOING EXCLUSION OF LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF THE LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO FIRE, BURGLARY, THEFT, ROBBERY, VANDALISM, ASSUALT OR BATTERY (OR A FAILURE OR A DELAY IN THE DETECTION OR REPORTING OF ANY SUCH EVENT). THE EXCLUSION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER A CLAIM IS BASED ON NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY (EXPRESS OR IMPLIED), MALFEASANCE, MISFEASANCE, STRICT LIABILITY, PRODUCT LIABILITY, RECKLESSNESS, VIOLATION OF STATUTE, CODE, RULE OR REGULATION OR ANY OTHER LEGAL OR EQUITABLE THEORY. UNLESS PROHIBITED BY APPLICABLE STATE LAW, THE FOREGOING EXCLUSION OF LIABILITY SHALL NOT ONLY APPLY TO CLAIMS RESULTING FROM PROPERTY DAMAGE BUT ALSO TO CLAIMS RESULTING FROM PERSONAL INJURY, INCLUDING DEATH. In the event Client desires protection from any such loss or damage, Client agrees to purchase an insurance policy from a third party to cover the loss or damage. If for any reason the foregoing exclusion of liability (or any part thereof) is declared invalid or unenforceable by a court of competent jurisdiction and if Company should be found liable for loss or damage under any legal or equitable theory, then Company’s total liability shall not exceed a sum equal to the annual service charge payment contracted for herein or two hundred fifty dollars ($250.00), whichever is the lesser. In no event whatsoever shall Company be liable for punitive, exemplary, special, incidental or consequential damages, including but not limited to loss of profits, business or use. In no event whatsoever shall Company be liable to Client for any claim or demand brought against Client by a third party. THE COMPANY MAKES NO WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO THE EQUIPMENT FURNISHED HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. COMPANY FURNISHES THE EQUIPMENT ON AN “AS IS”, “WHERE IS” AND “WITH ALL FAULTS” BASIS. The Equipment furnished by Company shall be subject to the manufacturer’s warranty, if any, for any claims resulting from a defect in the Equipment. No person is authorized to give any warranties or assume any other liabilities on Company’s behalf unless made or assumed in writing by Company.
9. INCREASE IN SERVICE CHARGES: Subject to paragraph 10, Company shall have the right annually to increase the service charges as determined by Company. Additional charges for services shall be based upon Company’s service rates in effect at the time of the service and are subject to change without notice.
10. INCREASE IN TAXES OR OTHER FEES: Client acknowledges that all charges for services set forth herein are based upon existing federal, state and local taxes and utility charges, including telephone company line charges, if any. Company shall have the right, at any time, to increase the service charges provided herein to reflect any additional taxes, fees or charges which hereafter may be imposed on Company by any utility or governmental agency relating to the services provided under the terms of this Agreement and Client agrees to pay the same.
11. CLIENT’S RESPONSIBILITIES: The Client shall carefully and properly test and arm the system immediately prior to the securing of the premises. In addition the Client shall completely test each component of the system (i.e. door contacts, motion detectors, hold-up devices, cameras, recorders, fire alarms, etc.) at least weekly. If any defect in the system develops, or in this event of a power failure, interruption of telephone service, or other interruption at Client’s premise, Client shall notify Company immediately. When any device or protection is used, including, but not limited to space protection, which may be affected by turbulence of air, occupied airspace change or other disturbing conditions, Client shall turn off or remove all things, animate or inanimate, including, but not limited to all forced air heaters, air conditioners, horns, bells, animals and any other sources of air turbulence or movement, which may interfere with the effectiveness of they system during periods while the system is on. Client shall notify Company of any remodeling or other changes to the premises that may affect the operation of the system. Client shall cooperate with Company in the installation, operation and service of the system and shall follow all instructions and procedures which Company may prescribe for the operation of the system, the rendering of services and the provision of security for the premises.
12. AUTHORIZED PERSONNEL: Client agrees to furnish forthwith a list of all names, addresses and telephone numbers of all persons authorized to enter or remain on Client’s premises or that should be notified in the event of an alarm (“Contact Persons”). Client shall also furnish a written opening, closing and holiday schedule, if applicable to the services provided herein. Client agrees to immediately provide all changes, revisions and modifications to the above to Company in writing.
13. THIRD PARTY INDEMNIFICATION: For purposes of this paragraph a “third party” shall refer to an invitee, guest, customer, contractor, employee of the Client or any other person or entity who is present on the Client’s premises or has property on the Client’s premises. Client agrees to indemnify, defend and hold Company, its employees, representatives, and agents harmless from all costs, loss, damage or expense, including attorneys’ fees, arising from any claim for property damage or personal injury, including death, brought by or on behalf of any third party if the claim relates in any manner to the Company’s services and equipment. This indemnification shall apply to all claims, regardless of the cause (including but not limited to any act or omission of the Company or any defect or malfunction in the Company’s equipment) and regardless of the theory of liability (including but not limited to negligence, breach of contract, breach of warranty [express or implied], malfeasance, misfeasance, strict liability, product liability, recklessness, violation of statute, code, rule or regulation or any other legal or equitable theory). If anyone other than you asks us to pay for any harm or damages (including property damage, personal injury or death) connected with or resulting from (i) our breach of this agreement, (ii) a failure of the System or service, (iii) our negligence, (iv) any other improper or careless activity of ours in providing the System or services, or (v) a claim for indemnification or contribution, you will pay us (A) any amount which a court orders us to pay or which we reasonably agree to pay and (B) the amount of our reasonable attorney’s fees and any other losses or costs that we may pay in connection with the harm or damages. Your obligation to pay us for such harm or damages shall not apply if the harm or damages happens while one of our employees or subcontractors is in or about your premises, and such harm or damages is solely caused by that employee or subcontractor. Unless prohibited by your property insurance policy, you agree to release us from any claims of any parties suing through your authority or in your name, such as your insurance company, and you agree to defend us against any such claim. You will notify your insurance company of this release.
14. CLIENT’S PURCHASE ORDER: It is understood and agreed by and between the parties hereto that if there is any conflict between this Agreement and Client’s purchase order, this Agreement shall govern, regardless of whether such purchase order is prior or subsequent to this Agreement.
15. ASSIGNMENT BY CLIENT: Client acknowledges that the sale or transfer of Client’s premises shall not relieve Client of the duties and obligations under this Agreement unless Company agrees to the transfer of this Agreement.
16. ASSIGNESS OR SUBCONTRACTORS OF COMPANY: Company shall have the right to assign this Agreement in whole or in part to any other person, firm or corporation and shall have the further right to subcontract any surveillance, monitoring, service, patrol, emergency response, or other services which it may perform. Client acknowledges this Agreement, and particularly those paragraphs relating to exclusion of Company’s liability (paragraph 8) and third party indemnification (paragraph 13), shall inure to the benefit of and are applicable to any assignees or subcontractors of Company, and that they bind Client with respect to said assignees or subcontractors with the same force and effect as they bind Client to Company.
17. ADDITIONAL SERVICES: Client agrees that Client may subscribe for or purchase additional services, equipment or security protection from Company at agreed prices by written purchase order or contract and that any such additional services, equipment or protection shall, except for the price, be governed exclusively by this Agreement.
18. ALTERATIONS: The Client agrees that, unless authorized by Company, Client will not alter, remover or tamper with the equipment or attach any device or apparatus to the equipment or any part thereof. If any governmental agency having jurisdiction or Client shall require or make necessary any changes in the equipment originally installed, Client agrees, on demand, to pay for the reasonable cost of such changes.
19. DEFAULT/TERMINATION: In the event (i) Client fails to pay any amount due hereunder; (ii) Client fails to comply with any of the other terms and conditions hereof; (iii) Client makes an assignment for the benefit of creditors; (iv) an order for relief is entered against Client under any chapter of the National Bankruptcy Code, as amended; or (v) a receiver or trustee is appointed for all or substantially all of the assets of Client, Company may pursue any one or more of the following remedies, which are cumulative and nonexclusive, : (a) terminate all services subscribed for hereunder by giving five (5) days written notice to Client and recover all service charges then due to Company, including the balance of the service charges for the unfinished primary term of this Agreement or any renewal term thereof; (b) take possession of all Company owned equipment; (c) recover from Client all other amounts due hereunder; and (d) pursue any other remedy at law equity now or hereafter existing.
20. DELAYS: If Client is unable to have premises available for installation of equipment within ninety (90) days of the date that Company is ready to begin installation, Client shall pay any additional labor or equipment costs incurred by Company due to price increases occurring after the ninety (90) day period has expired. Such additional costs shall be limited to actual increases in prices and shall be payable upon demand. Company assumes no liability for delay in the installation of the System or for interruption of Services due to strikes, riots, floods, storms, earthquakes, fire, power failures, insurrection, interruption or unavailability of telephone or cable service, act of God, or for any other cause beyond the control of Company, and will not be required to provide installation for or services to Client while interruption of services due to any such cause may continue.
21. INSURANCE: Company carries Workers’ Compensation applicable to the work performed under this Agreement.
22. TELEPHONE SERVICES: Client shall furnish any necessary telephone service or telephone lines at Client’s own expense. Any and all telephone company charges shall be billed to and paid for by Client.
23. ELECTRICAL CURRENT: The Client shall furnish any necessary electrical service through the Client’s meter and at the Client’s sole expense.
24. PARAGRAPH HEADINGS: Paragraph headings used in this Agreement are for reference only and are not to be construed as governing the construction of the specific provisions in the Agreement.
25. PAYMENTS; DELINQUENCIES: Interest shall accrue on all amounts, including late fees, more than thirty (30) days past due at the maximum allowable rate. All payments shall be due and payable at Company’s office set forth on the front hereof. If any attorney is employed to collect any amount due Company, Client agrees to pay Company reasonable attorney’s fees and costs incurred when permitted by applicable law. If services are discontinued because of Client’s past due balance, and if Client desires to have the monitoring service reactivated, Client agrees to pay in advance to Company a reconnect charge to be fixed by Company at a reasonable amount.
26. ENTIRE AGREEMENT; MODIFICATION; WAIVER: This writing is intended by the parties as a final expression of their agreement and as a complete and exclusive statement of the terms thereof. This Agreement supersedes all prior representations, understandings or agreements of the parties, written or oral, and shall constitute the sole terms and conditions of sale for all equipment and services. This Agreement can be modified only in writing, signed by the parties or their duly authorized agent. No waiver or breach of any term or condition of this Agreement shall be construed to be a waiver of any succeeding breach.
27. Limitation on Lawsuit; Waiver of Jury Trial. To the extent permitted by law, both parties agree that no lawsuit or any other legal proceeding connected with this agreement shall be brought or filed more than one (1) year after the incident giving rise to the claim occurred. IN ADDITION, TO THE EXTENT PERMITTED BY LAW, ANY LEGAL PROCEEDING SHALL NOT BE HEARD BEFORE A JURY. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.
28. CLIENT ACKNOWLEDGMENT: Client further acknowledges that Client has read and understands all of this, particularly paragraph 8 regarding Company’s exclusion of liability, as well as those terms and conditions on any schedule attached hereto and acknowledges receipt of a copy of the Agreement and all applicable schedules.
SCHEDULE A
LIST OF EQUIPMENT TO BE INSTALLED / SERVICES TO BE PROVIDED
List of equipment / services
SCHEDULE B
SECURITY SERVICES WITH COMPANY-OWNED EQUIPMENT
1. INSTALLATION:
1.1 Client warrants that Client has full authority from the owner or any other person in control of the premises to permit the installation, repair and service of the system under all conditions set forth herein.
1.2 Company is hereby authorized to install the system, to make any preparation, such as drilling holes, driving nails, or making attachments and to do anything else necessary or pertinent to the installation of the system.
1.3 Company shall install the system during normal business hours, or at such other times as may be mutually agreed upon between the parties.
2. CHANGES: Client authorizes Company to make any changes in or alterations to the equipment made necessary by any changes in the Client’s premises, property or equipment after the original installation has been completed and Client agrees to pay the reasonable cost thereof upon demand.
3. INSPECTION AND TESTING: FOLLOWING INSTALLATION OF THE EQUIPMENT, COMPANY SHALL HAVE NO OBLIGATION TO TEST OR INSPECT THE EQUIPMENT, UNLESS THE CLIENT EXECUTES A SEPARATE AGREEMENT FOR SAID SERVICES FOR AN ADDITIONAL FEE.
4. REPAIRS: It is mutually agreed that the repair of the systems shall usually be performed during normal business hours. Should repairs require night or weekend work, such work shall be billed to Client at Company’s then prevailing overtime rate.
5. DAMAGE TO EQUIPMENT: The expense of any service or repair of said equipment due to: (i) alterations of the Client’s premises; (ii) deliberate or negligent damage to such premises or the equipment by Client, its employees, guests, or invitees; or (iii) fire, lightening, water or theft, shall be borne by the Client.
6. PROPERTY OF COMPANY: The system, including all materials associated therewith, shall at all times remain the property of Company regardless of the manner of attachment to the location. Client hereby agrees to protect the equipment and to indemnify and pay Company the cost of repair or replacement or any loss or damage to the equipment, including but not limited to, loss by fire, vandalism, flood or other damages and destruction.
7. NO LIENS OR ENCUMBRANCES: Client agrees that it will not place any liens or encumbrances upon any of the equipment covered by this Agreement nor will it knowingly permit or cause such liens or encumbrances to be placed thereon by other persons; and in the event that any such liens or encumbrances are actually placed or permitted to be placed on such equipment then Client at its own cost and expense shall take all legal steps necessary to have such liens or encumbrances removed forthwith or in lieu thereof Client shall at its own cost and expense furnish whatever bond is necessary to obtain the release and complete discharge of such equipment from said liens and encumbrances. Client will not change or remove any insignia or lettering which is placed thereon by or at the request of Company.
8. REMOVAL OF EQUIPMENT: Company may remove all devices, instruments, appliances, cabinets and other materials associated with the system (the “Equipment”), upon termination of this agreement. The removal of such materials shall not be held to constitute a waiver of the right of Company to collect any charges which have been accrued. Upon the termination of this agreement, or discontinuation of the service for any cause whatsoever, Company shall have and is expressly given the right to enter the premises and remove any and all of its Equipment therefrom. Client agrees to give Company at least ten (10) days notice, in writing, of Client’s intention to vacate the aforementioned premises, and this agreement shall be deemed in automatic default for failure to notify Company of such intention. However, nothing herein contained shall be deemed a waiver by Company of the Client’s obligation to pay the service and other changes as herein provided for, including the balance for the entire unfinished term of this agreement or any renewal thereof. Company shall not be required to remove all of its equipment or wiring. In no event shall Company be required to restore premises to its original (pre-installation) condition or to remove foiling from windows or doors.
SCHEDULE C
CENTRAL STATION MONITORING SERVICE
1. SYSTEM OPERATION: Client shall carefully and properly operate the alarm system as described in the operating instructions provided. Client shall carefully test the system in a manner prescribed by Company at such intervals as required to be assured of the continual operation of the system in a satisfactory manner.
2. HOLD-UP AND BURGLAR ALARM PROCEDURES: Upon receipt of a burglar or hold-up alarm signal, Company will telephone the Police Department and Client’s representative(s) as specifically designated in the Client’s Authorization Schedule (“Contact Person”). It is understood that Company is not obligated under any circumstances to send any employee or other person to the premises of the Client in response to an alarm signal unless specifically provided for under a separate agreement.
3. FIRE ALARM PROCEDURE: Upon receipt of a fire alarm signal, Company will telephone the Fire Department and a Contact Person. It is understood that Company is not obligated under any circumstances to send any employee or other person to the premises of the Client in response to an alarm signal.
4. MEDICAL ALERT PROCEDURES: Upon receipt of a Medical Alert call or signal; Company will telephone the Client’s premises and: (1) if the person reports that no assistance is required, Company will record the signal but will not call emergency medical service or other designated persons; (2) if there is no answer or if there is a busy signal or if any person answering requests assistance, Company will telephone emergency medical services and a Contact Person.
5. ALARM VERIFICATION: Company may elect to notify the Client of any burglar, hold-up, medical alert, fire alarm or any other signal by calling one of Client’s Contact Persons prior to notifying the appropriate police, fire department, patrol service or others. Company may elect not to dispatch the police, fire department, patrol service or others, if based on information received from the Contact Person, Company has cause to believe that a dispatch is not necessary.
6. TRANSMISSION FACILITIES
6.1 TELEPHONE TRANSMISSION: Client acknowledges that if the equipment installed by the original installation entity utilizes telephone line transmission, the signals from Client’s alarm systems are transmitted over Client’s regular telephone service to Company, and in the event Client’s telephone service is out of order, disconnected, placed on vacation or otherwise interrupted, signals from Client’s alarm system will not be received by Company during any such interruption in the telephone service and the interruption will not be known to Company. Client further acknowledges and agrees that signals which are transmitted over telephone company lines are wholly beyond the control and jurisdiction of Company and are maintained and serviced by the applicable telephone company or utility. Client agrees to furnish any necessary telephone service or telephone lines at Client’s own expense. Any and all telephone company charges shall be billed to Client’s telephone bill. Any increased telephone company charges shall be borne by Client, and if charged directly to Company, shall be added to the periodic charges billed to client. Client acknowledges that activation of the alarm system will interrupt and disconnect any telephone call in progress.
6.2 ALTERNATE TRANSMISSION:
6.2.1 Client acknowledges that Company has explained, and that Client understands, that cut telephone lines, or otherwise interrupted telephone service renders system completely or partially ineffective and that Company will not be aware of, or responsible for, such interruption. Client understands that without the addition of radio back-up equipment, this is entirely possible. Client elects to forego the installation of, and costs affiliated with, this radio back-up equipment.
6.2.2 Client acknowledges that should radio back-up equipment be utilized in lieu of, or in addition to telephone lines, that such radio transmission is subject to environmental factors, both natural and manmade, that are wholly beyond the control of Company.
7. SERVICE CALLS: In the event Company’s representative is sent to the Client’s premises in response to a service call or alarm signals caused by the Client improperly following operating instructions or failing to close or properly secure a window, door, or other protected access or area, or to silence an alarm when a Contact Person cannot be located to silence said alarm, there shall be an additional charge to the Client.
8. FALSE ALARMS
8.1 An excessive number of false alarms from Client’s premises shall constitute a material breach of this Agreement on the part of the Client and Company may, at it’s option, in addition to all other legal remedies, be excused from further performance upon the giving of ten (10) days written notice to Client. Company’s excuse from performance will not affect Company’s right to recover damages from Client. If a fine, penalty or fee is assessed against Company by any governmental or municipal agency as a result of any false alarm originating from Client’s premises, Client agrees to reimburse Company. In the event Company shall dispatch an agent to respond to a false alarm originating from Client’s premises; Client shall pay Company the sum set by Company according to the schedule of charges at the time of the false alarm.
8.2 In the event that Client’s alarm dispatch rights are suspended or placed on non-priority status by the police or other governmental agency due to an excessive number of false alarms, Client agrees that Company may require Client to give verbal approval of all alarm dispatches and that such dispatches be delayed until such approval can be obtained so long as such suspension or non-priority status exists.
Customer Signature
Salesperson’s Signature
Salesperson’s email address
_____________________________________________
Manager
This Agreement shall not be binding upon Company unless approved in writing by an authorized Manager for Company. In the event of non-approval, the sole Liability of Company shall be to refund to Client the amount that has been paid to Company by Client upon execution of this Agreement.
Alarm License # Arkansas E050
Oklahoma 0180
Texas Fire ACR-2907
Texas Burglary B14064
Contractor’s License #0153170410
Regulated by: Arkansas Board of Private Investigators and Private Security Agencies
#1 State Police Plaza Drive
Little Rock, AR 72209
(501) 618-8600