HomeMy WebLinkAboutADT Security Systems Commerical Sales Proposal/Agreement -1990 11 07
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CONCORDE PRESS 'NC.' 20 w. 22nd ST.. NEW YORK. NY 10010 . 12121 46J.()555
COMMERCIAL SALES
PROPOSAWAGREEMENT
Form 2881.018
Date OCTOBER 31. 1990
~ I ~ ACT Security Systems, Mid-South, Inc. To: (Customer Name and Address)
& . I Address: 803 S. ORLANOO AVE. CITY OF WINTER SPRINGS
Suitf} J WINTER SPRINGS WATER & SEWER EAST
Security WINTER PARK. FL 32789 890 NORTHERN WAY C-l
Systems WINTER SPRINGS. FL 32708
Tel. No. (407 ) 628-5000 ETHAN LEWIS Alln: DENIS PEARCE Tel. No. 365-3025
ADT proposes to install or cause to be installed the equipment and furnish the services indicated herein: Type of Transaction
OTY. DESCRIPTION LOCATION (BE SPECIFIC) J((Oirect Sale (equipment to become
"-property of the Customer upon pay-
RESALE OF THE CENTRAL '" ONlTORING OF THE WATER AND ~EWER ment of Selling Price indicated below
in full).
PLANTS o System to remain property of AOT.
1 FOCUS 48 CONTROL ADT may remove or upon wrillen notice to
the Customer, abandon in whole or in part, all
1 TAMPER CONNECTION devices, instruments, appliances, cabinets,
1 BLOWER & ELECTRICAL MO'! OR CONNECT ION and other materials associated with the sys-
2 CONNECTIONS TO DOORS tem, upon termination of this agreement,
DETE without Obligation to repair or redecorate
1 CONNECTION TO HEAT CTOR any portion of the Customer's premises
1 CHLORINE CONNECTION upon such removal, and the removal or
1 TURBIDITY CONNECTION abandonment of such materials shall not be
2 OUAD-POINT DE held to constitute a waiver of the right of ADT
INTERFACE VICES to collect any charges which have been
accrued or may be accrued hereunder.
P - Provided
Services To Be NP-Not Provided
Provided (Circle One)
Central Station Signal QNP
Receiving and Notification Service
o Fire Alarm n Hold Up Alarm
o Burglar Alarm o Duress
o Supervisory o Other _ Pg
Direct Connection Service
To
Using:
o Digital Communicator
o Leased Line
o Derived Local Channel
o Telephone Charges Not Included
In ADT Billing
Mainfenance p~
Inspections P NP
Number per Year
Investigator Response pG
o Interior o Exterior pG
Supervised/Scheduled
Opening/Closing :~
Opening/Closing Logging
Opening/Closing Reports
Other
If Maintenance Service is c=J
declined, Customer,
please initial here.
For the sum of $ -0- payable Customer Acce~nce _
upon acceptance of this proposal and the balance payable upon cOl'1pletion of the installation. In addi- In accepting this Proposal, Customer agrees to the
tion for the service(s) to be provided as indicated above, Customer agrees to pay $ 530.00 terms and conditions contained herein including
Five Hundred Thirty and 00/100------------------- those on the reverse side. It is understood that they
per annum, annually in advance for a period of five years effective from the date service is operative under shall prevail over any variation in terms and condi.
this agreement. After the five years, this agreement shall be automatically renewable yearly unless tions on any purChase order or other document that
terminated by either party upon written notice at least 30 days prior to the anniversary date. the Customer may issue. Any changes in the system
ACT shall have the right to increase the annual service charge after 1 year. requested by the Customer after the execution of
In the event oftermination prior to the end of the contract term, the Customer agrees to pay, in addition to this A ~reement shall be id for by the Customer
any charges for services rendered prior to termination, 40% of the service charge remaining to be paid for and ch changes shall e authorized in writing.
the unexpired term of the agreement. ATT mON IS OIREC ED TO THE ARRANTY,
The Customer agrees to pay, in addition to the service charges above, any false alarm assessments,
taxes, fees or charges that are imposed by any governmental body, relating to the installation or service lIM OF LIABILITY AN OTHER CO OITlONS ON
provided under this Agreement and to pay any increase in charges to ADT for facilities required for REV '\.~.t. ~~
transmission of signals under this Agreement.
In the event ADrs representative is sent to the Customer's premises in response to a service call or
alarm signal caused by the Customer improperly fOllowing operating instructions or, failing to close or /
properly secure a window, door or other protected point, or improperly adjusting monitors or accessory Sig""t"'~ oM
components, there shall be a service charge to the Customer.
Failure to pay amounts when due shall give ADT, in addition to any other remedies, the right to Charge
interest at the highest legal rate on the delinquent amounts. Customer agrees to pay all costs, expen:>es ~~~I ~I~
and fees of ADrs enforcement of this Agreement, including collection expenses, court costs, and
attorneys' fees.
Any installation charge quoted in this agreement is based on ADT performing the installation with its own
personnel. If for any reason this installation must be performed by outside Contractors, said installation
charge shall be subject to revision.
Customer warrants that the Customer owns the premises in which the equipment is being installed or This Agreement is not binding unless approved in
that c~ority to engage ADT to carry out the installation in the premises. writing by an authorized Representative of ADT. In
By_ '. .~ the event of failure of such approval, the only liability
Agent of ADT shall be to return to the Customer the
amount, if any, paid to AOT upon signing of this
Appr.Qved . -. .- - ---.---..... ------ - -- ------ Agreement. ----
..
TERMS AND CONDITIONS
A. Signal Receiving and Notification Service shall be provided by ADT if the reverse side of this Agreement includes a charge for Signal Receiving and Notification Service and in the event an alarm signal
register~ at ADT's Central Station. ADT shall endeavor to notify the appropriate Police or Fire dellartment and the designated representative 01 the Customer. In Ihe event a supel'lllsory signal or trouble signal reglstClS
at ADT's central station. ADT shall endeavor to notify promptly the designated representative of the Customer.
In the event ALARM VERIFICATION SERVICE is being furnished, it is mutually understood and agreed that equipment is being installed which, as to certain locations In the premises, will require the activation of
1./0 .ensing devices, or a second activation of a single alarm sensor, or a continuous alarm event from a single sensor, in order for an alarm signal to be transmitted.
It is mutually agreed that the Customer assumes full responsibility lor the operation of any and all bypass or switch units provided for disconnecting or reconnectmg the alarm sounding and/or transmitting
equipment at Customer's premises.
The Costomer represents that any vault to be protected by ADT hereunder by soun(or vibration detector systems has the minimum construction characteristics prescllbed by the Undervvriters' Laboratories, Inc.
The Costomer agrees to test any ultrasonic, microwave, capacitance or other electronic equipment designated on the Schedule 01 Protection prior to setting the alarm system for closed periods, according to
procedures prescribed by ADT, and to notify ADT promptly in the event that such equipment fails to respond to the test.
Communication Facilities _ A. AUTHORIZATION - Customer authorizes ADT to meke requests for information, service, orders or equipment in any respect on behall of Customer to a telephone company (the
"Telephone Company") or other entity providing facilities or services for transmission of. signals under this Agreement. B. DIGITAL COMMUNICATOR - II connection to the ADT Central Station is to be by
Digital Communicator, the Customer agrees to provide a connection via a registered telephone jack to a telephone channel required for the ADT equipment. Such connection shall be electrically lirst before any other
telephone or Customer equipment, and shall be within 10 feet of the AOT Control Panel. If requested by the Customer, ADT shall p10vide such connection at the cost of the Customer. The Customer understands that
if a digital communicator is installed under this Agreement, it uses standard telephone lines as the transmission mode of sending signals and eliminates the need for dedicated telephone facilities and the large cost
increases hequently imposed on such facilities. Customlr also undlrstands that ADT dOli not rlclivl signals whln thl transmission modi is or blcomls nlln-oparational and that signals from
thl digital communicator Clnnot bl rlclived if thl transmission modi is cut, intlrflrld with or Othlrwill damagld. C. DERIVED LOCAL CHANNEL - The facilities and services provided by the
Telephone Company, in connection with the services to be provided to the Customer hereunder, include what is generally described as Derived local Channel service (and which may be provided under specific service
marks or service names of individual Telephone Companies). Those facilities and services relate to the provision of lines, signal paths, scanning and transmission. The Customer agrees that the liability of the
Telephone Company is limited in accordance with, and the Telephone Company may invoke, the provisions of Paragraph E of this Agreement.
B. Warranty: II direct sale is indicated on the reverse side, any part of the system, including the wiring, installed under this Agreement which proves to be defective m matenal or wOiKmanshlp wlthm nmety
(90) days of the date of completion of installation will be repaired or replaced at ADT's option with a new or functionally operative part. Labor and material required to repair or replace such defective components will
be hee of charge for a period of ninety (901 days following the completion of the original installation.
This Warranty does not apply to the conditions listed below and in the event Customer calls ADT for service under the Warranty and upon inspection by ADT's representative it is found that one of these conditions
has led to the inoperability or apparent inoperability of the system, a charge will be made for the service call of ADT's representative whether or not he actually works on the system. Should it actually be necessary to
make repairs to the system due to one of the "Conditions" not covered by Warranty, a charge Will be made for such work at ADT's then applicable rates for labor and material. SeNice will be furnished by ADT during
its normal working hours, 8:00 A.M. to 4:30 P.M., Monday through Friday, except holidays.
Conditions not covered by Warfanty: A) Damage resulting from accidents, acts of God, alteration, misuse, tampering or abuse. B) Failure of the Customer to properly follow operating instructions provided by ADT
at time of installation or at a later date. C) Adjustments necessitated by misalignment of CCTV cameras, improper adjustment of monitor brightness and contrast tuning dials or insufficient light on the area viewed by
the camera(s). Dl Trouble due to interruption of commercial power or to the phone service.
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE PURCHASER'S EXCLUSIVE REMEDY WITH RESPECT TO ANY AND ALL LOSSES DR DAMAGES RESULTING
FROM ANY CAUSE WHATSOEVER, INCLUDING ADT'S NEGLIGENCE, SHALL BE REPAIR DR REPLACEMENT AS SPECIFIED ABOVE. ADT SHALL IN NO EVENT BE LIABLE FOR ANY
CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE, INCLUDING WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY OR DAMAGES TO PROPERTY, AND
HOWEVER UCCASIONED, WHETHER ALLEGED AS RESULTING FROM BREACH OF WARRANTY DR CONTRACT BY ACT OR NEGLIGENCE OF ADT OR OTHERWISE,
C. Maintlnancl - II the reverse side of this agreement indicates this service is being provided, ADT w~I, upon Customer's request, provide ordinary maintenance and repair of such system due to normal
wear and tear and bear the expense thereof. The expense of all extraordinary maintenance and repair due to alterations in the Customer's premises, alterations of the system made at the request of the Customer, or
made necessary by changes in the Customer's premises, damage to the premises or to the alarm system, or to any cause beyond the control of ADT, shall be borne by the Customer. The Customer agrees to furnish any
necessary electric current through the Customer's meter and 2t the Customer's own expense with an outlet within 10 feet of the ADT Control Panel. It is mutually agreed that the work of installation and ADT's repairs
of the system shall be performed between the hours of 8:00 A.M., and 4:30 P.M., exclusive of Saturdays, Sundays and holidays.
EXCLUSIONS: Maintenance on the following devices will be provided only on a time and material basis: (1) window foil, (2) security screens, (3) any exterior mounted devices, (4) PROM (Programmable Read
Only Memoryl, (5) Conditions not covered by warranty listed above in paragraph B.
It is understood and agreed that ADT's obligation relates to the maintenance solely of the specific protection system, and that ADT is in no way obligated to maintain, repair, service, replace, operate or assure the
operation of any device or devices of the Customer or of others not installed by ADT.
II not contracted for before the expiration of the Warranty, ADT will enter into a Maintenance Service Contract only alter inspecting the system and making any necessary repairs or replacements to the system at
a charge to the Customer tor labor and/or material at AOT's then prevailing rates.
INSPECTIONS - ADT will provide the number of inspections of the Alarm system only as specified on the reverse side of this Agreement between the hours of 8:00 A.M. and 4:30 P.M., exclusive of
Saturdays, Sundays and holidays and subject to the exclusions set forth above for maintenance.
D. IF INVESTIGATOR RESPONSE SERVICE is being turnished as indicated on the reverse side, the levels available are as follows:
Levell-Exterior Investigetion: Upon receipt of a burglar alarm signal from the Customer's premises, ADT. in addition to notifying the Police Department as indicated above. will endeavor to notify the
Customer's designated representative and also dispatch a representative to the Customer's premises. The representative will make an investigation of the exterior of the premises from his vehicle. At the concloslon of
the representative's investigation, ADT will notify the Customer's designated representative of the results of the investigation.
Level II-Interior Investigation: Upon receipt of a burglar alarm signal from the Cu~tomer's premises, ADT, in addition to notifying the police department as indicated above, will dispatch a representative.
The representative will conduct an exterior investigation and then enter the Customer's premises with keys which must be provided by the Customer1lnd make an interior investigation. However, if there is evidence of
an attack, the ADT representative will terminate his investigation until the police arrive. The Customer's representative will then be notified if there has been an attack. Dthervvise a notice of the alarm will be lelt at the
control unit.
For either level of investigation, the Customer authorizes and directs ADT to cause the arrest of any person or persons unauthorized to enter his premises and to hold him or them until released by the Customer or
an authorized known representative, and in such cases to indemnify ADT against any liability, cost or expense in consequence of such arrest.
If the Customer requests that the ADT Representative remain at the premises pending Customer's arrival. and ADT aQrees to complv, the Customer will be charged at ADT's then prevailing rate for labOl.
E. IT IS UNDERSTOOD THAT ADT IS NOT AN INSURER, THAT INSURANCE, IF ANY, SHALL BE OBTAINED BY THE CUSTOMER AND THAT THE AMOUNTS PAYABLE TO ADT
HEREUr40ER ARE BASED UPON THE VALUE OF THE SERVICES AND THE SCOPE OF LIABILITY AS HEREIN SET FORTH AND ARE UNRELATED TO THE VALUE OF THE CUSTOMER'S
PROPERTY OR PROPERTY OF OTHERS LOCATED IN CUSTOMER'S PREMISES. ADT MAKES NO GUARANTY OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS, THAT THE SYSTEM OR SERVICES SUPPLIED, WILL AVERT OR PREVENT OCCURRENCES OR THE CONSEQUENCES THEREFROM, WHICH THE
SYSTEM OR SERVICE IS DESIGNED TO DETECT. IT IS !MPRACTlCAL AND EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES, IF ANY, WHICH MAY PROXIMATELY RESULT
FROM FAILURE ON THE PART OF ADT TO PERFORM ANY OF ITS OBLIGATIONS HEREUNDER. THE CUSTOMER DOES NOT DESIRE THIS CONTRACT TO PROVIDE FOR FULL
LIABILITY OF ADT AND AGREES THAT ADT SHALL BE EXEMPT FROM LIABILITY FOR LOSS, DAMAGE OR INJURY DUE DIRECTLY OR INDIRECTLY TO OCCURRENCES, OR
CONSEQUENCES THEREFROM, WHICH THE SERVICE OR SYSTEM IS DESIGNED TO DETECT OR AVERT; THAT iF ADT SHOULD BE FOUND LIABLE FOR LOSS, DAMAGE OR INJURY
QUE TO A FAILURE OF SERVICE OR EQUIPMENT IN ANY RESPECT, ITS LIABILITY SHALL BE LIMITED TO A SUM EQUAL TO 10% OF THE ANNUAL SERVICE CHARGE OR $1,000.
WHICHEVER IS GREATER, AS THE AGREED UPON DAMAGES AND NOT AS A PENALTY, AS THE EXCLUSIVE REMEDY; AND THAT THE PROVISIONS OF THIS PARAGRAPH SHALL
APPLY IF LOSS, DAMAGE OR INJURY, IRRESPECTIVE OF CAUSE OR OR!GIN, RESULTS DIRECTLY DR INDIRECTLY TO PERSON OR PROPERTY FROM PERFORMANCE OR
NONPERFORMANCE OF OBLIGATIONS IMPOSED BY THIS CONTRACT OR FROM NEGLIGENCE, ACTIVE OR OTHERWISE, OF ADT. ITS AGENTS OR EMPLOYEES. NO SUIT OR
ACTION SHALL BE BROUGHT AGAINST ADT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION THEREFOR. IT IS FURTHER AGREED THAT THE
LIMITATIONS ON LIABILITY. EXPRESSED HEREIN, SHALL INURE TO THE BEi\lEFIT OF AND APPLY TO ALL PARENT, SUBSIDIARY ANO AFFILIATED ADT COMPANIES. IF THE
CUSTOMER DESIRES ADT TO ASSUME A GREATER LIABILITY, ADT SHALL AMEND THIS AGREEMENT BY ATTACHING A RIDER SETTING FORTH THE AMOUNT OF ADDITIONAL
LIABILITY AND THE ADDITIONAL AMOUNT PAYABLE BY THE CUSTOM Ell FOR THE ASSUMPTION BY AOT OF SUCH GREATER LIABILITY PROVIDED, HOWEVER, THAT SUCH RIDER
AND ADDITIONAL OBLIGATION SHALL IN NO WAY BE INTERPRETEU TO HOLD ADT AS AN INSURER. IN THE EVENT ANY PERSON, NOT A PARTY TO THIS AGREEMENT, SHALL
MAKE ANY CLAIM OR FILE ANY LAWSUIT AGAINST ADT FOR FAILURE OF ITS EQUIPMENT OR SERVICE IN ANY RESPECT, CUSTOMER AGREES TO INDEMNIFY AND
HOLD ADT HARMLESS FROM ANY ANO ALL SUCIl CLAIMS AND LAWSUITS INCLUDING THE PAYMENT OF ALL DAMAGES. EXPENSES, COSTS AND ATTORNEYS' FEES. IF THIS
AGREEMENT PROVIDES FOR A DIRECT CONNECTION TO A MUNICIPAL POLICE OR FIRE DEPARTMENT DR OTHER ORGANIZATION. THAT DEPARTMENT OR OTHER
ORGANIZATION MAY INVOKE THE PROVISIONS HEREOF AGAINST ANY CLAIM.S BY THE CUSTOMER DUE TO ANY FAIl URE OF SUCH DEPARTMENT OR ORGANIZATION..
F. In the eveilllNTRUSION DETECTION SERVICE or WATCHMAN'S REPORTING SERVICE is furnished ullder this Agreement, the 'service will he prOVided In occOldollce wilh AUT's fORM NUMBER 837 or
839, which sholl be attached 10 and made a part of this Allreemenl.
G. IF CCTV EQUIPMENT IS INVOLVED, Customer will provide adequate illomination uMer all operatiollal conditions for the proper operation of the closed circuit television camera and will provide the 110 AC
power supply where required as well as shell or desk space for monitors.
H. A Direct Connection to the Municipal Police, Fire Department or other Agency shown shall be provided if the reverse side of this Agreement provides for such direct connect service.
It is mutually understood and agreed that signals transmitted hereunder will be monitored in Municipal Police and/or Fire Departments or other location and that the personnel of sucil Municipal Police and/or Fire
Departments or other location are not the agents of ADT nor does ADT assume any responsibility for the manner in which such signals are monitored or the response, if any, to such signals.
I. At ADT's option, the Customer may be charged lor any false alarm caused by the Customer or for any unnecessary service run.
J. CANCELLATION-II Central Station or Direct Connection is furnished, this Agreement may be terminated at the option of ADT if ADT's Central Station is substantially damaged by fire or catastrophe, or if
ADT is unable to have connections or privileges necessary to transmit signals between the Customer's premises, ADT's Central Station or the Municipal Fire or Police Department or other agency and ADT shall not be
liable for any damages or subject to any penalty as a result of suCh termination.
It is understood and agreed that this Agreement may be terminated by ADT in the event that the Customer fails to follow any recommendations ADT may make for the repair or replacement of detecltve parts of his
system not covered under the Warranty or Mair.tenance Service Contract or in the event that the Customer's failure to follow the operating instructions provided by ADT results in an undue number of false alarms or if
the premises in which the system is installed are so modified or altered alter installation as to render continuation of service impractical.
K. ADT ASSUMES NO LIABILITY FOR DELAYS IN INSTALLATION OF THE EQUIPMENT, DR FOR INTERRUPTIONS OF SERVICE DUE TO STRIKES, RIOTS, FLOODS, FIRES. ACTS
OF GOO OR ANY CAUSES BEYOND THE CONTROL OF ADT, AND WILL NOT BE REQUIRED TO SUPPLY SERVICE TO THE CUSTOMER WHILE INTERRUPTION OF SERVICE DUE TO ANY
SUCH CAUSE SHALL CONTINUE.
L. This Agreement is not assignable by the Customer except upon written consent 01 ADT first being obtained. ADT shall have the right to assign this agreement or to subcontract any of its obligations under this
"greement without notice to Customer.
M. II any of the provisions of this agreement shall be determined to be invalid or unenforceable, the remaining provisions shall remain in full force and eHect.
N. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE CUSTOMER AND ADT. IN EXECUTING THIS AGREEMENT, CUSTOMER IS NOT RELYING ON
ANY ADVICE OR ADVERTISEMENT OF ADT. CUSTOMER AGREES THAT ANY REPRESENTATION, PROMISE, CONDITION, INDUCEMENT OR WARRANTY, EXPRESS OR IMPLIED,
NOT INCLUDED IN WRITING IN THIS AGREEMENT SHALL NOT BE BINDING UPON ANY PARTY, AND THAT THE TERMS AND CONDITIONS HEREOF APPLY AS PRINTED WiTHOUT
ALTERATION OR QUALIFICATION, EXCEPT AS SPECIFICALLY MODIFIED IN WRITING. THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL GOVERN NOTWITHSTANDING
ANY INCONSISTENT OR ADDITIONAL TERMS AND CONDITIONS OR ANY PURCHASE ORDER OR OTHER DOCUMENT SUBMITTED BY THE CUSTOMER.
,'.
"
,~@~uwoc~
T NO\} 7 1990
WINTER SPRn
890
WINTER t
Talap
November 7, lqq0
~:
r~
t!/e-
RE:
RICHARD ROZA~~~
MIKE DEWITT / V/'O I
ADT SECURITY SYSTEM
TO:
FROM:
ADT Security System monitors both the water plant and sewer plant
for Winter Springs Water East.
Attached is an Agreement Form sent by ADT, this will transfer the
name from Seminole Utility Company over to Winter Springs Water &
Sewer East.
The amount of S530.00 for annual services has been paid.
q0.252