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2007-003 CC Security Alarm Agrmt.RESOLUTION 2007-03 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, APPROVING INSTALLATION AND MONITORING AGREEMENTS WITH ATLANTIC SMART TECHNOLOGIES FOR BURGLAR ALARM SERVICES AT THE NORTH PALM BEACH COUNTRY CLUB AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE SAME; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village wishes to enter into a contractual agreements with Atlantic Smart Technologies to provide security alarm installation and monitoring services at the North Palm Beach Country Club for athirty-six month period. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA as follows: Section 1. The Village Council hereby approves the Installation and Monitoring Agreements with Atlantic Smart Technologies for security alarm services at the North Palm Beach Country Club, the Golf Club Maintenance Building and the Tennis Facility, copies of which are attached hereto as Exhibit "A" and incorporated herein by reference. Section 2. The Village Council authorizes the Mayor and Village Clerk to execute such Agreements on behalf of the Village. Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 1 lth DAY OF JANUARY,2007. (Village Seal) ATTEST: ~ ~~2'~G VILLAGE CL RK L, ij,~l l~~ A Ga nC ,~, i ~' ~ ~ 5 Memorandum To: Honorable Mayor and Council ;~- i~ ~~ J ~' f ~~ From: Mark Bates, Village Manager ~~,f~~,.-;~f'~~`' By; Wiley Livingston, Director of Public Works Chuck Huff, Assistant Director of Public Works Date: January 11, 2007 ~,~, t ;,~ .Y. Gt..f . c..- ~~~~ . Subject: North Palm Beach Country° Club Security and Fire Alarm Service Due to repeated problems encountered with the Country Club security monitoring system (fire and security surveillance) the Administration began seeking and evaluating firms that could better meet our needs and expectations. The existing firm -Group One - uses a monitoring system that has no equipment maintenance contract associated with it. When repair work is needed on their system, this company has not adequately or timely responded to our Village -and repair costs have been significant. On several occasions the company came out, made repairs, billed for their work and in a very short period of time the same problem would re-occur. Locating a company that has the ability to provide improved service, experience in this specialized area, an ability to respond within 24 hours and expedite repair work for this critical area of Club operations were the guidelines in our search. The Administration obtained quotations from three firms for security and fire monitoring service at our three Club building locations (Clubhouse, Tennis & Maint.) as follows: Name Security Annual Fire Name Annual $ Total Atlantic Smart Tech.$2,175.00 yr. Group One 1,810.00 yr. ADT 2;073.00 yr. Brinks 3,548.33 yr. CSI $1,241.33 yr. $3,416.33 yr. Group One 1,810.00 yr. 3,620.00 yr. ADT 2,073.50 yr. 4,146.00 yr. CSI 1,241.33 yr. 4,789.00 yr. The above table reflects our review of these service quotations from qualified companies. Our Village Attorney has reviewed and approved the proposed contract agreement with the recommended firm -Atlantic Smart Technology (Security) and Carpenter Security Inc. -CSI (for Fire Alarm) monitoring and maintenance. Recommendation: The Village Administration recommends Council consideration and approval of the two attached Resolutions authorizing and directing the Village of North Patin Beach to accept contract proposals of Atlantic Smart Technologies (Security) and CSI (Fire). Installation and Monitoring Agreement 130 Juno St., Suite 1, Jupiter, FL 33458 Office: 888-473-3660 • Fax: 561-776-4655 Web site: www.atlanticsmart.com • Email: info@atlanticsmart.com .<~.. . - .:..:........... .::...::....... Name ~ ~--- v /-- 'Name Address ~ -_.~:~ . - _ , ~ :e.- Address City q y ! Y'«~' ST ~ Zip~f City ST Zip Phone ~~j~ S.S.# Phone DIRECTIONS TO SITE: Subscriber and Atlantic Smart Technologies enter into this agreement on ~ - ~a - , 200 PERIOD OF TERM AGREEMENT: ^ 5 yr. ^ 10 yr. ~3y~ TYPE OF TRANSMITTER: ~IGITAL ~ELLULAR Cellular Backup- ** Digital communicators are the standard transmission method for the majority of burglar alarms in the US today. Digital communicators ukilize voice grade telephone lines to send various alarm signals to a central station. Phone line outages and potential phone line cuts can affect and may negate the ability of digital communicators to communicate signals to a central station. Therefore, Atlantic Smart Technologies offers cellular backup service though Alarm Net to overcome potential problems resulting from telephone line outages. Cellular backup systems do not depend on telephone line but do depend on the availability of cellular service in your area. Please review this option carefully with your sales consultant. CUSTOMER ACCEPTS BACKUP CELLULAR SERVICE: x CUSTOMER DECLINES BACKUP CELLULAR SERVICE: x CUSTOMER HAS BEEN IXPLAINED LIMITATIONS OF GLASS BREAK DETECTORS: x CUSTOMER ACKNOWLEDEGES HE OR SHE MAY NEED TO REGISTER THE ALARM WITH THE LOCAL MUNICIPALITY: x SYSTEM ( ~ ) PANEL TYPE Vtg~g ib~ ( ) POWER SUPPLY ( ) SIREN INCLUDES: ( l ) KEY PAD TYPE 161~U ( ) TRANSFORMER ( ) TELEPHONE JACK ( ) CELLULAR BACK-UP ( ) PANIC BUTTONS ( ) MOTION DETECTORS ( ) CONTACTS -DOOR ( ) GLASS BREAKS ( ) CONTACTS -WINDOW ( ) HEAT DETECTORS ( ) SEC. SCREENS ( ) WIRELESS TRANSMITTERS ( ) SMOKE DETECTORS ( ) OHD CONTACTS ( ) ZONE EXPANDER ( ) RF RECENER ( ) OTHER ( ) OTHER CENTRAL STATION INFORMATION -CALL ORDER: PASSWORD: 1. NAME PHONE 2. NAME PHONE 3. NAME PHONE 4. NAME _ PHONE SYSTEM COST: STATE SALES TAX: SUB TOTAL: DEPOSIT: MONTHLY MONITORING COST: BALANCE DUE UPON COMPLETION: ~ yC~.OD Ica- mor~h PLUS TAX METHOD OF PAYMENT ^ MONTHLY ^ QUARTERLY ^SEMl-ANNUALLY ^ ANNUALLY I Customer Signature Credit ^ Visa ^ MasterCard ^ AMEX Card n.....,,,.,, a DATE 1~/~/~ $ ~ ~ a -n - CELL CELL CELL CELL _v ~ ~ DATE l -1~-~ 7 GNATURE ~~ ~ ~~~~ j -',Q, T RMS OF AGREEMENT 1. The initial tens of this agreement is five from the date each system is installed and becomes operative and thereafter for consecutive terms of one (1) year until such time as either party upon thirty (30) days written notice, advises the other party of its intent to terminate the Agreement at the end of the than current term. 2. Please be advised that many municipalities require an installation or electrical permit. An additional charge for the permit will be billed separately after the permit has been secured. 3. Please also be advised that title and ownership to the equipment being installed under this agreement shall remain with Atlantic Smart Technologies until such time that all payments due Atlantic Smart Technologies, have been made. This includes all payments for monitoring and service throughout the term of the agreement. 4. It is understood and agreed by and Between the parties hereto that Atlantic Smart Technologies is not an insurer, nor is this agreement intended to be an insurance policy or a substitute for an insurance policy. Insurance, it any, will be obtained by the subscriber. Charges are based solely upon the value of the services provided and are unrelated to the value of the subscriber's property or the property of others located in the subscriber's premise. The amounts payable by the Subscriber are not sufficient to warrant Atlantic Smart Technologies assuming any risk of consequential or other damages to the Subscriber due to negligence or failure to perform, except as a specifically provided for in this Agreement. Subscriber does not desire this Agreement to provide for the liability of Atlantic Smart Technologies and Subscriber agrees that Atlantic Smart Technologies shall not be liable for loss or damage due directly or indirectly to any occurrence or consequences there from, which the service is designed to detect or avert. From the nature of the services to be performed, it is impractical and extremely difficult to fix the actual damages, if any, which may proximately result from a failure on the part of Atlantic Smart Technologies to perform any of its obligations hereunder, or the failure of the System to properly operate. If Atlantic Smart Technologies should be found to liable for loss or damage due to a failure on the part of Atlantic Smart Technologies or its Systems, in any respect, such liability shall be limited to an amount equal to ten percent of one year's recurring service charge or the amount of $500.00, whichever is greater, and this liability shall be exclusive. The provisions of this paragraph shall apply in the event loss or damage, irrespective of cause or origin, results directly or indirectly to person or property from the performance or non-performance of the obligations set forth by the terms of this Agreement or form negligence, active or otherwise, of Atlantic Smart Technologies, its agents or employees. In the event that Subscriber desires Atlantic Smart Technologies to assume greater liability for the performance of its services under this Agreement, a choice is hereby given of obtaining full or limited liability by paying an additional amount proportioned to the amount of liability Atlantic Smart Technologies will assume. If this option is chosen, an additional rider shall be attached to this Agreement setting forth the additional liability of Atlantic Smart Technologies and the additional charge. 5. Subscriber agrees to pay to Atlantic Smart Technologies the installation charges indicated below by paying an amount equal to 50 % of the total installation charges at the time of signing this Agreement and by paying the of the Balance Due upon completion of the installation. Further, the subscriber agrees to pay to Atlantic Smart Technologies the amount of the TOTAL RECURRING SERVICE CHARGE indicated below, quarterly in advance during the term of this Agreement and any automatic renewals thereof. IN ADDITION, IN THE EVENT OF TERMINATION, THE SUBSCRIBER PRIOR TO THE END OF THE TERM OF THE AGREEMENT, THE AGREED UPON DAMAGE PAYMENTS SET FORTH IN SECTION 13 HEREOF, WHICH MAY BE SUBSTANTIAL, WILL BECOME IMMEDIATELY DUE AND PAYABLE. 6. BUYERS RIGHT TO CANCEL: This is ahome/business solicitation, and it you do no want the goods or services, you may cancel this agreement by mailing a notice to the seller. This notice must indicate that you do not want the goods or services and must be postmarked before midnight of the third business day after you sign the agreement. If you cancel the agreement, the seller may keep all or part of any cash down payment, not to exceed the littlest of 5 % of the cash price of $50.00. 7. Atlantic Smart Technologies does not represent or warrant that the System may not be compromised or circumvented, that the System will prevent any loss by burglary, holdup, fire or otherwise, or that the System will in all cases provide the protection for which it is installed or intended. Subscriber acknowledges that Atlantic Smart Technologies is not an insurer, that Subscriber assumes all risk for loss damage to Subscriber's premises or to its contents, whether belonging to Subscriber or other; that Atlantic Smart Technologies has made no representations or warranties, nor has Subscriber relied on any representations or warranties, express or implied, except as specifically set forth in this Agreement. Subscriber acknowledges that it has read and understands this Agreement, particulady section 2 hereof, which sets forth Atlantic Smart Technologies obligations and maximum liability in the event of any loss or damage to Subscriber. Further, there is expressly excluded from this Agreement the warranties of merchantability or fitness for a particular purpose. 8. Subscriber a agrees to the following: (a) to furnish to Atlantic Smart Technologies in writing and on a continuing basis, a list of the names, titles and residence telephone numbers of persons to be notified upon receipt of a signal; (b) in the case of fire alarm service, to notify Atlantic Smart Technologies in writing, of the name ot, any changes in, its insurance carrier of fire rating bureau or agency; (c) recognizing that the System is designed to provide coverage based upon the layout of the premises at the time of installation, to notify Atlantic Smart Technologies of any alterations, remodeling or any stock, fixture or structural changes, or other similar changes, and to bear the cost of modifications to the System required as a result of any such changes, after authorization therefore by Subscriber; (d) not to tamper with, damage, misuse, remove or otherwise interfere with said System nor to permit the same to be done, and to indemnify and pay to Atlantic Smart Technologies the cost to repair or replacement as a result of any damage to, or the of, the System, except for damage or loss caused by Atlantic Smart Technologies; (e) to maintain, repair, service and/or to assume the operation of any other property, system or device of Subscriber, or of others, to which the System may be attached or connected, and to redecorate any portion of Subscriber's premises affected by the removal of all or parts of the parts of the System; (f) to provide necessary electrical power at locations(s) on the premises as required by Atlantic Smart Technologies through Subscriber's meter and at Subscriber's expense; (g) to carefully and property test and set the System immediately prior to the closing of the premises, understanding particularly that the sensitivity and area of coverage of space protection devices may change, that Atlantic Smart Technologies is unable to detect such changes unless the Subscriber notifies Atlantic Smart Technologies and accordingly, that "walk Tests" in the area or areas of such coverage are necessary to insure that adequate sensitivity is maintained; (h) to tum off or remove all things which are the source of air turbulence which may interfere with the effectiveness of the Systems space protection component; (i) to retrain from causing false alarms, and to reimburse Atlantic Smart Technologies for payment of any fine, penalty, of fee assessed against Atlantic Smart Technologies by any government of municipal agency as a result of any such false alarm caused by the Subscriber and, in addition, to bear the expense of any such false alarm caused by the Subscriber and, in addition, to bear the expense of the cost of any Atlantic Smart Technologies response to such false alarms and; (j) to notify Atlantic Smart Technologies promptly upon discovery of a need for service to the System. 9. Subscriber hereby authorizes and empowers Atlantic Smart Technologies, its agents or assigns to; (a) install the System and to make any necessary inspections, tests (if any), and repairs as required; Subscriber acknowledges that the wiring to be run in installing the System shall be exposed wiring, unless the Schedule of Protection that the wiring is to be run in conduit or otherwise unexposed; (b) enter the premises in the event of an emergency occurring during periods of Subscriber's apparent of actual absence for the purpose of making emergency repairs to the System, but only if the Subscriber has furnished Atlantic Smart Technologies with a key to the premises; and (c) enter the premises where the System is located for the purpose of removing all of part of the System in the event of any default by Subscriber, or upon any termination of this Agreement, unless Atlantic Smart Technologies at its option elects to abandon the System on the Subscriber's premises. 10. Atlantic Smart Technologies shall make reasonable efforts to: (a) make all ordinary repairs to the System due to normal wear and tear, the expense of which shall be borne by Subscriber, and (b) make all extraordinary repairs to the System due to damage to the premises or the System, or to any other cause beyond the control of Atlantic Smart Technologies, the expense of such extraordinary repairs shall be borne by Subscriber. 11. Subscriber a agrees to the following: (a) In the event of any taxes, fees and charges imposed by any governmental authority, on or relating to the System, the installation or the services, or the receipts there from, or any utility charges, including but not limited to telephone company line charges which are payable by the Subscriber to Atlantic Smart Technologies, are increased, or if additional razes, fees, charges, or utility charges are imposed, then Atlantic Smart Technologies, shall have the right, at any time to pass on to the Subscribers the amount of any such increase in, or additional amount of, taxes, fees charges or utility charges, and Subscriber agrees to pay the same as well as a proportional amount of Atlantic Smart Technologies costs incurred in processing any such increased or additional charges. (b) Notwithstanding any other terms and conditions set forth herein, after the expiration of the agreement, Atlantic Smart Technologies may increase the recurring service charge upon giving Subscriber notice in writing. In the event Subscriber shall be unwilling to pay the increased recurring service charge, Subscriber may terminate this Agreement upon giving notice in writing to Atlantic Smart Technologies within fifteen (15) days after giving notice in writing to Atlantic Smart Technologies within fifteen (15) days after receipt of Atlantic Smart Technologies notice, provided Subscriber shall not then be in default of any of the terms and conditions of this Agreement. Failure to notify Atlantic Smart Technologies within said fifteen (15) days will constitute Subscriber's consent to the increase, and all of the other terms and conditions of this Agreement shall remain in full force and effect. (c) The installation charge is based on the installation work being performed by Atlantic Smart Technologies personnel. In the event Atlantic Smart Technologies, for any reason must use outside contractors to perform such work, the increased costs, if any, of utilizing such outside contractors to perform such work shall be paid by the Subscriber. (d) In the event any payments required hereunder shall be unpaid for more than ten (10) days after the due date thereof, there shall be due in addition to such payment, interest thereon, from the due date, at 181/2 % per month, or the maximum rate permitted by law. 12. Subscriber a agrees to the following: (a) Atlantic Smart Technologies assumes no liability for any delay, however caused, in installation of the System, or for interruption of service due to strikes, fires power failures, interruptions or unavailability of telephone service, act of God or any other cause beyond the control of Atlantic Smart Technologies, and will not be required t supply service to Subscriber while such delay in installation or interruption of service due to any such caused shall continue. (b) At the option of Atlantic Smart Technologies this agreement may be suspended or cancelled without notice and without liability or penalty, in the event that Atlantic Smart Technologies is unable to either secure or retain the connections or privileges necessary for transmission of signals between Subscriber's premises and the monitoring facility. Similarly, at the option of the Subscriber, this Agreement may be suspended or cancelled upon written notice in the event that Subscriber's premises are destroyed by fire or other catastrophe, provided that such notice is given within ten (10) days of the event. In either such event any advance payments made by Subscriber to Atlantic Smart Technologies for such services, which would have been rendered, during such suspension or subsequent to such cancellation shall be refunded to the Subscriber. 13. Subscriber acknowledges that Atlantic Smart Technologies has made substantial investment in inventory, facilities, personnel and equipment necessary in order to provide service to Subscriber. Subscriber further acknowledges that in the event it defaults in the performance of any terms or conditions of this Agreement, including the failure to make any payments as required herein, such termination, breach or cancellation of this Agreement will be substantially damage Atlantic Smart Technologies and that the amount of actual damages is difficult to ascertain in that the time and expense required to prove such damages would be financially prohibitive and unreasonably time consuming. Therefore, as further consideration to induce Atlantic Smart Technologies to enter into this Agreement, upon cancellation, termination or breach prior to the end of its term, with or without cause, except as may be specifically provided for in this Agreement, Subscriber shall pay to Atlantic Smart Technologies as listed liquidated agreed damages and not as penalty a sum equal to fifty (50 %) percent of the recurring service charges billed quarterly for the remaining un-expired quarters of this Agreement, including a reasonable attorney's fee incurred by Atlantic Smart Technologies as a result of the Subscriber's cancellation, termination or breach. Subscriberfurtheragvees that venue for any action to enforce this Agreement shall be proper solely in Palm Beach County, Florida. Atlantic Smart Technologies shall at all times have title to the equipment being provided hereunder, and removal of system by Atlantic Smart Technologies as authorized by Subscriber pursuant to above paragraphs shall not be considered to constitute a waiver of Atlantic Smart Technologies rights to any damages ~2I (o ~ ~ to which it may be entitled under the law. Furthermore, if there are any other alarm service contractors in effect between Atlantic Smart Technologies and Subscriber's default under one such contract to be a default under all contracts and Atlantic Smart Technologies shall be entitled to terminate any or all such other contracts; and upon such termination all monies due under such contracts shall immediately become due and payable. 14. I th vent person a party to ~ Agreem t shall file claim ag t Atlantic art Technol ies for any r on whatso related tot ice or stem fur hed her nder, ~ ludin it limi do the i talla ~on, r air, nitor g, eratio , mis peraT nor on-op ratio or th syst ,Sub fiber gree inde ify a hold At ~ Sm not i ,its m ye d ent rmless any an claims, in ing th ent of a mages, a nses, an sts (inclu easonab orney's tee 15. This agreement is not assignable by Subscriber except upon the prior written consent of Atlantic Smart Technologies. This Agreement may be assigned by Atlantic Smart Technologies without consent of the Subscriber and Atlantic Smart Technologies shall have the further right to subcontract any service which it is obligated to perform hereunder. 16. No Action shall be commenced er be maintained against Atlantic Smart Technologies upon any claim based upon, arising out of, or related to this Agreement or the performance hereunder, unless such action shall be commenced within (t) year after such claim first arose. 17. This agreement is not binding unless approved in writing by an Authorized Representative of Atlantic Smart Technologies. It such approval is not obtained, the liability of Atlantic Smart Technologies shall be to return to Subscriber the amount, it any, paid to Atlantic Smart Technologies upon signing of this agreement by its Sales Representative. 18. This writing (together with any individually signed separate Schedules of Protection and rider(s) pertaining to this Agreement) is intended by the parties as the final expression of their agreement with respect to the subject matter contained herein and also as the complete and exclusive statement of the terms of such agreement, notwithstanding any prior, contemporaneous or matter. There is no course of dealing or usage of the trade that would supplement or conflict with its terms. This Agreement may only be amended in a writing signed by both parties. 19. Subscriber agrees that this Agreement, particularly those paragraphs relating to Atlantic Smart Technologies disclaimer of warranties, maximum liability, liquidated damages, and third party indemnification inure to the benefit of and are applicable to any assignees or subcontractors of Atlantic Smart Technologies and that they bind Subscriber with respect to said assignee or subcontractor with the same force and effect that they bind Subscriber to Atlantic Smart Technologies. Installation and Monitoring Agreement 130 Juno St., Suite 1, Jupiter, FL 33458 Office: 888-473-3660 • Fax: 561-776-4655 Web site: www.aNanticsmart.com • Email: info@atlanticsmart.com DIRECTIONS TO SITE: Subscriber and Atlantic Smart Technologies enter into this agreement on f - la-, 200 PERIOD OF TERM AGREEMENT: ^ 5 yr. ^ 10 yr. ~ 3 Y~ TYPE OF TRANSMITTER: DIGITAL CELLULAR Cellular Backup- ** Digital communicators are the standard transmission method for the majority of burglar alarms in the US today. Digital communicators utilize voice grade telephone lines to send various alarm signals to a central station. Phone line outages and potential phone line cuts can affect and may negate the ability of digital communicators to communicate signals to a central station. Therefore, Atlantic Smart Technologies offers cellular backup service though Alarm Net to overcome potential problems resulting from telephone line outages. Cellular backup systems do not depend on telephone line but do depend on the availability of cellular service in your area. Please review this option carefully with your sales consultant. CUSTOMER ACCEPTS BACKUP CELLULAR SERVICE: x CUSTOMER DECLINES BACKUP CELLULAR SERVICE: x CUSTOMER HAS BEEN EXPLAINED LIMITATIONS OF GLASS BREAK DETECTORS: x CUSTOMER ACKNOWLEDEGES HE ORS E MAY NEED TO REGISTER THE ALARM WITH THE LOCAL MUNICIPALITY: x SYSTEM ( I ) PANEL TYPE V15~ .Sa ( ) POWER SUPPLY ( ) SIREN INCLUDES: ('3) KEY PAD TYPE I (, 16O 61.E ( ) TRANSFORMER ( ) TELEPHONE JACK ( ) CELLULAR BACK-UP ( ) PANIC BUTTONS ( ) MOTION DETECTORS ( ) CONTACTS -DOOR ( ) GLASS BREAKS ( ) CONTACTS -WINDOW ( ) HEAT DETECTORS ( ) SEC. SCREENS ( ) WIRELESS TRANSMITTERS ( ) SMOKE DETECTORS ( ) OHD CONTACTS ( ~ ) ZONE EXPANDER ( ) RF RECENER ( )OTHER ( ) OTHER CENTRAL STATION INFORMATION -CALL ORDER: PASSWORD: 1. NAME PHONE CELL 2. NAME PHONE CELL 3. NAME PHONE CELL 4. NAME PHONE CELL SYSTEM COST: $ -'a ^- STATE SALES TAX: $ -- G -- SUB TOTAL: $ - c5 -- DEPOSIT: $ ~ MONTHLY MONITORING COST: $ ~IO.aO ~~ rheyl'~~ PLUS TAX BALANCE DUE UPON COMPLETION: $ METHOD OF PAYMENT ^ MONTHLY ^ QUARTERLY ^SEMl-ANNUALLY ^ ANNUALLY $ Customer Signature Credit ^ Visa ^ MasterCard ^ AMEX Card Account Exp.D e DATE ~ /(~ v SUBSCRI 'S AT E ~' ~a 7 ~ -~ DATE -0 - ATLANTIC SMA T TE GI REPRES NTATIVE'S ~',.~ TERMS OF AGREEMENT 1. The initial term of this agreement is iweiSLvears [ tenli9iyears from the date each system is installed and becomes operative and thereafter for consecutive terms of one (1) year until such time as either party upon thirty (30) days written notice, advises the other party of its intent to terminate the Agreement at the end of the than current term. 2. Please be advised that many municipalities require an installation or electrical permit. An additional charge for the permit will be billed separately after the permit has been secured. 3. Please also be advised that title and ownership to the equipment being installed under this agreement shall remain with Atlantic Smart Technologies until such time that all payments due Atlantic Smart Technologies, have been made. This includes all payments for monitoring and service throughout the term of the agreement. 4. It is understood and agreed by and between the parties hereto that Atlantic Smart Technologies is not an insurer, nor is this agreement intended to be an insurance policy or a substitute for an insurance policy. Insurance, if any, will be obtained by the subscriber. Charges are based solely upon the value of the services provided and are unrelated to the value of the subscriber's property or the property of others located in the subscriber's premise. The amounts payable by the Subscriber are not sufficient to warrant Atlantic Smart Technologies assuming any risk of consequential or other damages to the Subscriber due to negligence or failure to perform, except as a specifically provided for in this Agreement. Subscriber does not desire this Agreement to provide for the liability of Atlantic Smart Technologies and Subscriber agrees that Atlantic Smart Technologies shall not be liable for loss or damage due directly or indirectly to any occurrence or consequences there from, which the service is designed to detect or avert. From the nature of the services to be performed, it is impractical and extremely difficult to fix the actual damages, if any, which may proximately result from a failure on the part of Atlantic Smart Technologies to perform any of its obligations hereunder, or the failure of the System to properly operate. If Atlantic Smart Technologies should be found to liable for loss or damage due to a failure on the part of Atlantic Smart Technologies or its Systems, in any respect, such liability shall be limited to an amount equal to ten percent of one year's recurring service charge or the amount of $500.00, whichever is greater, and this liability shall be exclusive. The provisions of this paragraph shall apply in the event loss or damage, irrespective of cause or origin, results directly or indirectly to person or property from the performance or non-performance of the obligations set forth by the terms of this Agreement or form negligence, active or otherwise, of Atlantic Smart Technologies, its agents or employees. In the event that Subscriber desires Atlantic Smart Technologies to assume greater liability for the performance of its services under this Agreement, a choice is hereby given of obtaining full or limited liability by paying an additional amount proportioned to the amount of liability Atlantic Smart Technologies will assume. If this option is chosen, an additional rider shall be attached to this Agreement setting forth the additional liability of Atlantic Smart Technologies and the additional charge. 5. Subscriber agrees to pay to Atlantic Smart Technologies the installation charges indicated below by paying an amount equal to 50 % of the total installation charges at the time of signing this Agreement and by paying the of the Balance Due upon completion of the installation. Further, the subscriber agrees to pay to Atlantic Smart Technologies the amount of the TOTAL RECURRING SERVICE CHARGE indicated below, quarterly in advance during the term of this Agreement and any automatic renewals thereof. IN ADDITION, IN THE EVENT OF TERMINATION, THE SUBSCRIBER PRIOR TO THE END OF THE TERM OF THE AGREEMENT, THE AGREED UPON DAMAGE PAYMENTS SET FORTH IN SECTION 13 HEREOF, WHICH MAY BE SUBSTANTIAL, WILL BECOME IMMEDIATELY DUE AND PAYABLE. 6. BUYERS RIGHT TO CANCEL: This is a home/business solicitation, and if you do no want the goods or services, you may cancel this agreement by mailing a notice to the seller. This notice must indicate that you do not want the goods or services and must be postmarked before midnight of the third business day after you sign the agreement. If you cancel the agreement, the seller may keep all or part of any cash down payment, not to exceed the littlest of 5 % of the cash price of $50.00. 7. Atlantic Smart Technologies does not represent or warrant chat the System may not be compromised or circumvented, that the System will prevent any loss by burglary, holdup, fire or otherwise, or that the System will in all cases provide the protection for which it is installed or intended. Subscriber acknowledges that Atlantic Smart Technologies is not an insurer, that Subscriber assumes all risk for loss damage to Subscriber's premises or to its contents, whether belonging to Subscriber or other; that Atlantic Smart Technologies has made no representations or warranties, nor has Subscriber relied on any representations or warranties, express or implied, except as specifically set forth in this Agreement. Subscriber acknowledges that it has read and understands this Agreement, particulary section 2 hereof, which sets forth Atlantic Smart Technologies obligations and maximum liability in the event of any loss or damage to Subscriber. Further, there is expressly excluded from this Agreement the warranties of merchantability or fitness for a particular purpose. 8. Subscriber a agrees to the following: (a) to furnish to Atlantic Smart Technologies in writing and on a continuing basis, a list of the names, titles and residence telephone numbers of persons to be notified upon receipt of a signal; (b) in the case of fire alarm service, to notify Atlantic Smart Technologies in writing, of the name of, any changes in, its insurance carrier of fire rating bureau or agency; (c) recognizing that the System is designed to provide coverage based upon the layout of the premises at the time of installation, to notify Atlantic Smart Technologies of any alterations, remodeling or any stock, fixture or structural changes, or other similar changes, and to bear the cost of modifications to the System required as a result of any such changes, after authorization therefore by Subscriber; (d) not to tamper with, damage, misuse, remove or otherwise interfere with said System nor to permit the same to be done, and to indemnify and pay to Atlantic Smart Technologies the cost to repair or replacement as a result of any damage to, or the of, the System, except for damage or loss caused by Atlantic Smart Technologies; (e) to maintain, repair, service and/or to assume the operation of any other property, system or device of Subscriber, or of others, to which the System may be attached or connected, and to redecorate any portion of Subscriber's premises affected by the removal of all or parts of the parts of the System; (f) to provide necessary electrical power at locations(s) on the premises as required by Atlantic Smart Technologies through Subscriber's meter and at Subscriber's expense; (g) to carefully and properly test and set the System immediately prior to the closing of the premises, understanding particularly that the sensitivity and area of coverage of space protection devices may change, that Atlantic Smart Technologies is unable to detect such changes unless the Subscriber notifies Atlantic Smart Technologies and accordingly, that "walk Tests" in the area or areas of such coverage are necessary to insure that adequate sensitivity is maintained; (h) to rum off or remove all things which are the source of air turbulence which may interfere with the effectiveness of the Systems space protection component; (i) to retrain from causing false alarms, and to reimburse Atlantic Smart Technologies for payment of any fine, penalty, of fee assessed against Atlantic Smart Technologies by any government of municipal agency as a result of any such false alarm caused by the Subscriber and, in addition, to bear the expense of any such false alarm caused by the Subscriber and, in addition, to bear the expense of the cost of any Atlantic Smart Technologies response to such false alarms and; (j) to notify Atlantic Smart Technologies promptly upon discovery of a need for service to the System. 9. Subscriber hereby authorizes and empowers Atlantic Smart Technologies, its agents or assigns to; (a) install the System and to make any necessary inspections, tests (if any), and repairs as required; Subscriber acknowledges that the wiring to be run in installing the System shall be exposed wiring, unless the Schedule of Protection that the wiring is to be run in conduit or otherwise unexposed; (b) enter the premises in the event of an emergency occurring during periods of Subscriber's apparent of actual absence for the purpose of making emergency repairs to the System, but only if the Subscriber has furnished Atlantic Smart Technologies with a key to the premises; and (c) enter the premises where the System is located for the purpose of removing all of part of the System in the event of any default by Subscriber, or upon any termination of this Agreement, unless Atlantic Smart Technologies at its option elects to abandon the System on the Subscriber's premises. 10. Atlantic Smart Technologies shall make reasonable efforts to: (a) make all ordinary repairs to the System due to normal wear and tear, the expense of which shall be borne by Subscriber, and (b) make all extraordinary repairs to the System due to damage to the premises or the System, or to any other cause beyond the control of Atlantic Smart Technologies, the expense of such extraordinary repairs shall be borne by Subscriber. 11. Subscriber a agrees to the following: (a) In the event of any taxes, fees and charges imposed by any governmental authority, on or relating to the System, the installation or the services, or the receipts there from, or any utility charges, including but not limited to telephone company line charges which are payable by the Subscriber to Atlantic Smart Technologies, are increased, or if additional taxes, fees, charges, or utility charges are imposed, then Atlantic Smart Technologies, shall have the right, at any time to pass on to the Subscribers the amount of any such increase in, or additional amount of, taxes, fees charges or urility charges, and Subscriber agrees to pay the same as well as a proportional amount of Atlantic Smart Technologies costs incurred in processing any such increased or additional charges. (b) Notwithstanding any other terms and conditions set forth herein, after the expiration of the agreement, Atlantic Smart Technologies may increase the recurring service charge upon giving Subscriber notice in writing. In the event Subscriber shall be unwilling to pay the increased recurring service charge, Subscriber may terminate this Agreement upon giving notice in writing to Atlantic Smart Technologies within fifteen (15) days after giving notice in writing to Atlantic Smart Technologies within fifteen (15) days after receipt of Atlantic Smart Technologies notice, provided Subscriber shall not then be in default of any of the terms and conditions of this Agreement. Failure to notify Atlantic Smart Technologies within said fifteen (15) days will constitute Subscriber's consent to the increase, and all of the other terms and conditions of this Agreement shall remain in full force and effect. (c) The installation charge is based on the installation work being performed by Atlantic Smart Technologies personnel. In the event Atlantic Smart Technologies, for any reason must use outside contractors to perform such work, the increased costs, if any, of utilizing such outside contractors to perform such work shall be paid by the Subscriber. (d) In the event any payments required hereunder shall be unpaid for more than ten (10) days after the due date thereof, there shall be due in addition to such payment, interest thereon, from the due date, at 1&1/2 % per month, or the maximum rate permitted by law. 12. Subscriber a agrees to the following: (a) Atlantic Smart Technologies assumes no liability for any delay, however caused, in installation of the System, or for interruption of service due to strikes, fires power failures, interruptions or unavailability of telephone service, act of God or any other cause beyond the control of Atlantic Smart Technologies, and will not be required t supply service to Subscriber while such delay in installation or interruption of service due to any such caused shall continue. (b) At the option of Atlantic Smart Technologies this agreement may be suspended or cancelled without notice and without liability or penalty, in the event that Atlantic Smart Technologies is unable to either secure or retain the connections or privileges necessary for transmission of signals between Subscriber's premises and the monitoring facility. Similarly, at the option of the Subscriber, this Agreement may be suspended or cancelled upon written notice in the event that Subscriber's premises are destroyed by fire or other catastrophe, provided that such notice is given within ten (10) days of the event. In either such event any advance payments made by Subscriber to Atlantic Smart Technologies for such services, which would have been rendered, during such suspension or subsequent to such cancellation shall be refunded to the Subscriber. 13. Subscriber acknowledges that Atlantic Smart Technologies has made substantial investment in inventory, facilities, personnel and equipment necessary in order to provide service to Subscriber. Subscriber further acknowledges that in the event it defaults in the performance of any terms or conditions of this Agreement, including the failure to make any payments as required herein, such termination, breach or cancellation of this Agreement will be substantially damage Atlantic Smart Technologies and that the amount of actual damages is difficult to ascertain in that the time and expense required to prove such damages would be financially prohibitive and unreasonably time consuming. Therefore, as further consideration to induce Atlantic Smart Technologies to enter into this Agreement, upon cancellation, termination or breach prior to the end of its term, with or without cause, except as may be specifically provided for in this Agreement, Subscriber shall pay to Atlantic Smart Technologies as listed liquidated agreed damages and not as penalty a sum equal to fifty (50 %) percent of the recurring service charges billed quarterly for the remaining un-expiretl quarters of this Agreement, including a reasonable attorney's fee incurred by Atlantic Smart Technologies as a result of the Subscriber's cancellation, termination or breach. Subscriber further agrees that venue for any action to enforce this Agreement shall be proper solely in Palm Beach County, Florida. Atlantic Smart Technologies shall at all times have title to the equipment being provided hereunder, and removal /„ of system by Atlantic Smart Technologies as authorized by Subscriber pursuant to above paragraphs shall not be considered to constitute a waiver of Atlantic Smart Technologies rights to any damages ~I6 ~ t(' to which it may be entitled under the law. Furthermore, if there are any other alarm service contractors in effect between Atlantic Smart Technologies and Subscriber's default under one such contract to be a default under all contracts and Atlantic Smart Technologies shall be entitled to terminate any or all such other contracts; and upon such termination all monies due under such contracts shall immediately become due and payable. 14. I the a nt any per not a part this Agreem shall file any im against Writ Sma chnolo ~ s for any r son whatsoe r related to a servic or Sys furnish hereu , inclu ing who li ~ anon a in Ratio , repot , monit g, o anon, s-op anon on perati nor a to ,Sub ribe grees ind ify d h Id Writ art ogi s, ~ employ and ag is har from an all claims, ~ uding the p nt of all d es, expe , and c S inclu reasonabl rney's fee 15. This agreement is not assignable by Subscriber except upon the prior written consent of Atlantic Sm rt Technologies. This Agreement may be assigned by Atlantic Smart Technologies without consent of the Subscriber and Atlantic Smart Technologies shat) have the further right to subcontract any service which it is obligated to perform hereunder. 16. No Action shall be commenced or be maintained against Atlantic Smart Technologies upon any claim based upon, arising out of, or related to this Agreement or the performance hereunder, unless such action shall be commenced within (1) year after such claim first arose. 17. This agreement is not binding unless approved in writing by an Authorized Representative of Atlantic Smart Technologies. If such approval is not obtained, the liability of Atlantic Smart Technologies shall be to return to Subscriber the amount, if any, paid to Atlantic Smart Technologies upon signing of this agreement by its Sales Representative. 18. This writing (together with any individually signed separate Schedules of Protection and rider(s) pertaining to this Agreement) is intended by the parties as the final expression of their agreement with respect to the subject matter contained herein and also as the complete and exclusive statement of the terms of such agreement, notwithstanding any prior, contemporaneous or matter. There is no course of dealing or usage of the trade that would supplement or conflict with its terms. This Agreement may only be amended in a writing signed by both parties. 19. Subscriber agrees that this Agreement, particularly those paragraphs relating to Atlantic Smart Technologies disclaimer of warranties, maximum liability, liquidated damages, and third party indemnification inure to the benefit of and are applicable to any assignees or subcontractors of Atlantic Smart Technologies and that they bind Subscriber with respect to said assignee or subcontractor with the same force and effect that they bind Subscriber to Atlantic Smart Technologies. Installation and Monitoring Agreement 130 Juno St., Suite 1, Jupiter, FL 33458 Office: 888-473-3660 • Fax: 561-776-4655 Web site: www.atlanticsmart.com • Email: infoCDatlanticsmart.com DIRECTIONS TO SITE: Subscriber and Atlantic Smart Technologies enter into this agreement on 1- I a - , 200 PERIOD OF TERM AGREEMENT: ^ 5 yr. ^ 10 yr. ®3~ TYPE OF TRANSMITTER: /DIGITAL -CELLULAR Cellular Backup- ** Digital communicators a e the standard transmission method for majority of burglar alarms in the US today. Digital communicators utilize voice grade telephone lines to send various alarm signals to a central station. Phone line outages and potential phone line cuts can affect and may negate the ability of digital communicators to communicate signals to a central station. Therefore, Atlantic Smart Technologies offers cellular backup service though Alarm Net to overcome potential problems resulting from telephone line outages. Cellular backup systems do not depend on telephone line but do depend on the availability of cellular service in your area. Please review this option carefully with your sales consultant. CUSTOMER ACCEPTS BACKUP CELLULAR SERVICE: CUSTOMER DECLINES BACKUP CELLULAR SERVICE: x CUSTOMER HAS BEEN EXPLAINED LIMITATIONS O LA S BREAK DETECTORS: x r' CUSTOMER ACKNOWLEDEGES HE ORS E MAY NEED TO REGISTER THE ALARM WITH THE LOCAL MUNICIPALITY: x SYSTEM ( ~ ) PANEL TYPE f 1L7 ( ) POWER SUPPLY ( ) SIREN INCLUDES: ( \ ) KEY PAD TYPE bl.~ ( ) TRANSFORMER ( ) TELEPHONE JACK ( ) CELLULAR BACK-UP ( ) PANIC BUTTONS ( ) MOTION DETECTORS ( ) CONTACTS -DOOR ( ) GLASS BREAKS ( ) CONTACTS -WINDOW ( ) HEAT DETECTORS ( ) SEC. SCREENS ( ) WIRELESS TRANSMITTERS ( ) SMOKE DETECTORS ( ) OHD CONTACTS ( ) ZONE EXPANDER ( ) RF RECENER ( ) OTHER ( ) OTHER CENTRAL STATION INFORMATION -CALL ORDER: PASSWORD: 1. NAME PHONE CELL 2. NAME PHONE CELL 3. NAME PHONE CELL 4. NAME PHONE CELL SYSTEM COST: $ -- o '- STATE SALES TAX: $ - ~' " SUB TOTAL: $ DEPOSIT: $ '-° MONTHLY MONITORING COST: $ ~O. C9C~ 1x~~h ~ PLUS TAX BALANCE DUE UPON COMPLETION: $ METHOD OF PAYMENT ^ MONTHLY ^ QUARTERLY ^SEMl-ANNUALLY ^ ANNUALLY I Customer Signature Credit ^ Visa ^ MasterCard ^ AMEX Card ~,,,,,,,,,,,,, DATE ~/ /~ DATE I ~a- a~7/~ 7R- '%'cJ TERMS OF AGREEMENT 1. The initial term of this agreement is fw~~(5}ycars.lsen(.t0a.years from the date each system is installed and becomes operative and thereafter for consecutive terms of one (1) year until such time as either party upon thirty (30) days written notice, advises the other party of its intent to terminate the Agreement at the end of the than current tens. 2. Please be advised that many municipalities require an installation or electrical permit. An additional charge for the permit will be billed separately after the permit has been secured. 3. Please also be advised that title and ownership to the equipment being installed under this agreement shall remain with Atlantic Smart Technologies until such time that all payments due Atlantic Smart Technologies, have been made. This includes all payments for monitoring and service throughout the term of the agreement. 4. It is understood and agreed by and between the parties hereto that Atlantic Smart Technologies is not an insurer, nor is this agreement intended to bean insurance policy or a substitute for an insurance policy. Insurance, if any, will be obtained by the subscriber. Charges are based solely upon the value of the services provided and are unrelated to the value of the subscriber's property or the property of others located in the subscriber's premise. The amounts payable by the Subscriber are not sufficient to warrant Atlantic Smart Technologies assuming any risk of consequential or other damages to the Subscriber due to negligence or failure to perform, except as a specifically provided for in this Agreement. Subscriber does not desire this Agreement to provide for the liability of Atlantic Smart Technologies and Subscriber agrees that Atlantic Smart Technologies shall not be liable for loss or damage due directly or indirectly to any occurrence or consequences there from, which the service is designed to detect or avert. From the nature of the services to be performed, it is impractical and extremely difficult to fix the actual damages, it any, which may proximately result from a failure on the part of Atlantic Smart Technologies to perform any of its obligations hereunder, or the failure of the System to properly operate. If Atlantic Smart Technologies should be found to liable for loss or damage due to a failure on the part of Atlantic Smart Technologies or its Systems, in any respect, such liability shall be limited to an amount equal to ten percent of one year's recurring service charge or the amount of $500.00, whichever is greater, and this liability shall be exclusive. The provisions of this paragraph shall apply in the event loss or damage, irrespective of cause or origin, results directly or indirectly to person or property from the performance or non-performance of the obligations set forth by the terms of this Agreement or form negligence, active or otherwise, of Atlantic Smart Technologies, its agents or employees. In the event that Subscriber desires Atlantic Smart Technologies to assume greater liability for the performance of its services under this Agreement, a choice is hereby given of obtaining full or limited liability by paying an additional amount proportioned to the amount of liability Atlantic Smart Technologies will assume. If this option is chosen, an additional rider shall be attached to this Agreement setting forth the additional liability of Atlantic Smart Technologies and the additional charge. 5. Subscriber agrees to pay to Atlantic Smart Technologies the installation charges indicated below by paying an amount equal to 50 % of the total installation charges at the time of signing this Agreement and by paying the of the Balance Due upon completion of the installation. Further, the subscriber agrees to pay to Atlantic Smart Technologies the amount of the TOTAL RECURRING SERVICE CHARGE indicated below, quarterly in advance during the term of this Agreement and any automatic renewals thereof. IN ADDITION, IN THE EVENTOF TERMINATION, THE SUBSCRIBER PRIOR TO THE END OF THE TERM OF THE AGREEMENT, THE AGREED UPON DAMAGE PAYMENTS SET FORTH IN SECTION 13 HEREOF, WHICH MAY BE SUBSTANTIAL, WILL BECOME IMMEDIATELY DUE AND PAYABLE. 6. BUYERS RIGHT TO CANCEL: This is a home/business solicitation, and if you do no want the goods or services, you may cancel this agreement by mailing a notice to the seller. This notice must indicate that you do not want the goods or services and must be postmarked before midnight of the third business day after you sign the agreement. If you cancel the agreement, the seller may keep all or part of any cash down payment, not to exceed the littlest of 5 % of the cash price of $50.00. 7. Atlantic Smart Technologies does not represent or warrant that the System may not be compromised or circumvented, that the System will prevent any loss by burglary, holdup, fire or otherwise, or that the System will in all cases provide the protection for which it is installed or intended. Subscriber acknowledges that Atlantic Smart Technologies is not an insurer, that Subscriber assumes all risk for loss damage to Subscriber's premises or to its contents, whether belonging to Subscriber or other; that Atlantic Smart Technologies has made no representations or warranties, nor has Subscriber relied on any representations or warranties, express or implied, except as specifically set forth in this Agreement. Subscriber acknowledges that it has read and understands this Agreement, particulary section 2 hereof, which sets forth Atlantic Smart Technologies obligations and maximum liability in the event of any loss or damage to Subscriber. Further, there is expressly excluded from this Agreement the warranties of merchantability or fitness for a particular purpose. 8. Subscriber a agrees to the following: (a) to furnish to Atlantic Smart Technologies in writing and on a continuing basis, a list of the names, titles and residence telephone numbers of persons to be notified upon receipt of a signal; (b) in the case of fire alarm service, to notify Atlantic Smart Technologies in writing, of the name of, any changes in, its insurance carrier of fire rating bureau or agency; (c) recognizing that the System is designed to provide coverage based upon the layout of the premises at the time of installation, to notify Atlantic Sman Technologies of any alterations, remodeling or any stock, fixture or structural changes, or other similar changes, and to bear the cost of modifications to the System required as a result of any such changes, after authorization therefore by Subscriber; (d) not to tamper with, damage, misuse, remove or otherwise interfere with said System nor to permit the same to be done, and to indemnify and pay to Atlantic Smart Technologies the cost to repair or replacement as a result of any damage to, or the of, the System, except for damage or loss caused by Atlantic Smart Technologies; (e) to maintain, repair, service and/or to assume the operation oT any other property, system or device of Subscriber, or of others, to which the System may be attached or connected, and to redecorate any portion of Subscriber's premises affected by the removal of all or parts of the parts of the System; (f) to provide necessary electrical power at locations(s) on the premises as required by Atlantic Smart Technologies through Subscriber's meter and at Subscriber's expense; (g) to carefully and properly test and set the System immediately prior to the closing of the premises, understanding particularly that the sensitivity and area of coverage of space protection devices may change, that Atlantic Smart Technologies is unable to detect such changes unless the Subscriber notifies Atlantic Smart Technologies and accordingly, that "walk Tests" in the area or areas of such coverage are necessary to insure that adequate sensitivity is maintained; (h) to tum off or remove all things which are the source of air turbulence which may interfere with the effectiveness of the Systems space protection component; (i) to refrain from causing false alarms, and to reimburse Atlantic Smart Technologies for payment of any fine, penalty, of fee assessed against Atlantic Smart Technologies by any government of municipal agency as a result of any such false alarm caused by the Subscriber and, in addition, to bear the expense of any such false alarm caused by the Subscriber and, in addition, to bear the expense of the cost of any Atlantic Smart Technologies response to such false alarms and; (j) to notify Atlantic Smart Technologies promptly upon discovery of a need for service to the System. 9. Subscriber hereby authorizes and empowers Atlantic Smart Technologies, its agents or assigns to; (a) install the System and to make any necessary inspections, tests (if any), and repairs as required; Subscriber acknowledges that the wiring to be run in installing the System shall be exposed wiring, unless the Schedule of Protection that the wiring is to be run in conduit or otherwise unexposed; (b) enter the premises in the event of an emergency occurring during periods of Subscriber's apparent of actual absence for the purpose of making emergency repairs to the System, but only if the Subscriber has furnished Atlantic Smart Technologies with a key to the premises; and (c) enter the premises where the System is located for the purpose of removing all of part of the System in the event of any default by Subscriber, or upon any termination of this Agreement, unless Atlantic Smart Technologies at its option elects to abandon the System on the Subscriber's premises. 10. Atlantic Smart Technologies shall make reasonable efforts to: (a) make all ordinary repairs to the System due to normal wear and tear, the expense of which shall be borne by Subscriber, and (b) make all extraordinary repairs to the System due to damage to the premises or the System, or to any other cause beyond the control of Atlantic Smart Technologies, the expense of such extraordinary repairs shall be borne by Subscriber. 11. Subscriber a agrees to the following: (a) In the event of any taxes, fees and charges imposed by any governmental authority, on or relating to the System, the installation or the services, or the receipts there from, or any utility charges, including but not limited to telephone company line charges which are payable by the Subscriber to Atlantic Smart Technologies, are increased, or if additional taxes, fees, charges, or utility charges are imposed, then Atlantic Smart Technologies, shall have the right, at any time to pass on to the Subscribers the amount of any such increase in, or additional amount of, taxes, fees charges or utility charges, and Subscriber agrees to pay the same as well as a proportional amount of Atlantic Smart Technologies costs incurred in processing any such increased or additional charges. (b) Notwithstanding any other terms and conditions set forth herein, after the expiration of the agreement, Atlantic Smart Technologies may increase the recurring service charge upon giving Subscriber notice in writing. In the event Subscriber shall be unwilling to pay the increased recurring service charge, Subscriber may terminate this Agreement upon giving notice in writing to Atlantic Smart Technologies within fifteen (15) days after giving notice in writing to Atlantic Smart Technologies within fifteen (15) days after receipt of Atlantic Smart Technologies notice, provided Subscriber shall not then be in default of any of the terms and conditions of this Agreement. Failure to notify Atlantic Smart Technologies within said fifteen (15) days will constitute Subscriber's consent to the increase, and all of the other terms and conditions of this Agreement shall remain in full force and effect. (c) The installation charge is based on the installation work being performed by Atlantic Smart Technologies personnel. In the event Atlantic Smart Technologies, for any reason must use outside contractors to perform such work, the increased costs, if any, of utilizing such outside contractors to perform such work shall be paid by the Subscriber. (d) In the event any payments required hereunder shall be unpaid for more than ten (10) days after the due date thereof, there shall be due in addition to such payment, interest thereon, from the due date, at 181/2 % per month, or the maximum rate permitted by law. 12. Subscriber a agrees to the following: (a) Atlantic Smart Technologies assumes no liability for any delay, however caused, in installation of the System, or for interruption of service due to strikes, fires power failures, interruptions or unavailability of telephone service, act of God or any other cause beyond the control of Atlantic Smart Technologies, and will not be required t supply service to Subscriber while such delay in installation or interruption of service due to any such caused shall continue. (b) At the option of Atlantic Smart Technologies this agreement may be suspended or cancelled without notice and without liability or penalty, in the event that Atlantic Smart Technologies is unable to either secure or retain the connections or privileges necessary for transmission of signals between Subscriber's premises and the monitoring facility. Similarly, at the option of the Subscriber, this Agreement may be suspended or cancelled upon written notice in the event that Subscriber's premises are destroyed by fire or other catastrophe, provided that such notice is given within ten (10) days of the event. In either such event any advance payments made by Subscriber to Atlantic Smart Technologies for such services, which would have been rendered, during such suspension or subsequent to such cancellation shall be refunded to the Subscriber. 13. Subscriber acknowledges that Atlantic Smart Technologies has made substantial investment in inventory, facilities, personnel and equipment necessary in order to provide service to Subscriber. Subscriber further acknowledges that in the event it defaults in the performance of any terms or conditions of this Agreement, including the failure to make any payments as required herein, such termination, breach or cancellation of this Agreement will be substantially damage Atlantic Smart Technologies and that the amount of actual damages is difficult to ascertain in that the time and expense required to prove such damages would be financially prohibitive and unreasonably time consuming. Therefore, as further consideration to induce Atlantic Smart Technologies to enter into this Agreement, upon cancellation, termination or breach prior to the end of its term, with or without cause, except as may be specifically provided for in this Agreement, Subscriber shall pay to Atlantic Smart Technologies as listed liquidated agreed damages and not as penalty a sum equal to fifty (50 %) percent of the recurring service charges billed quarterly for the remaining un-expired quarters of this Agreement, including a reasonable attorney's tee incurred by Atlantic Smart Technologies as a result of the Subscriber's cancellation, termination or breach. Subscriber further agrees that venue for any action to enforce this Agreement shall be proper solely in Palm Beach County, Florida. Atlantic Smart Technologies shall at all times have title to the equipment being provided hereunder, and removal II.. of system by Atlantic Smart Technologies as authorized by Subscriber pursuant to above paragraphs shall not be considered to constitute a waiver of Atlantic Smart Technologies rights to any damages b y to which it may be entitled under the law. Furthermore, if there are any other alarm service contractors in effect between Atlantic Smart Technologies and Subscriber's default under one such contract IJI to be a default under all contracts and Atlantic Smart Technologies shall be entitled to terminate any or all such other contracts; and upon such termination all monies due under such contracts shall immediately become due and payable. 14. I the eve any per not a pa this Agre nt shall file claim ag ~ st Atlantic Technolo ' or any reason hatsoever r d to the s ~ e or Sy urnishe eunder, ~ luding wi out it ~on t ins Ilatio ,repo mon~ ring, erati , mis- er n o on-o ration the s tern, scribe gre to ind nify a d Atlan art Tec ies, it a oyee age harmles rom any all claims, cluding the ment of al amages, a nses, and c (including re able alto s fees). 15. This agreement is not assignable by Subscriber except upon the prior written consent of Atlantic Smart Technologies. This Agreement may be assigned by Atlantic Smart Technologies without consent of the Subscriber and Atlantic Smart Technologies shall have the further right to subcontract any service which it is obligated to perform hereunder. 16. No Action shall be commenced or be maintained against Atlantic Smart Technologies upon any claim based upon, arising out of, or related to this Agreement or the performance hereunder, unless such action shall be commenced within (1) year after such claim first arose. 17. This agreement is not binding unless approved in writing by an Authorized Representative of Atlantic Smart Technologies. If such approval is not obtained, the liability of Atlantic Smart Technologies shall be to return to Subscriber the amount, if any, paid to Atlantic Smart Technologies upon signing of this agreement by its Sales Representative. 18. This writing (together with any individually signed separate Schedules of Protection and rider(s) pertaining to this Agreement) is intended by the ponies as the final expression of their agreement with respect to the subject matter contained herein and also as the complete and exclusive statement of the terms of such agreement, notwithstanding any prior, contemporaneous or matter. There is no course of dealing or usage of the trade that would supplement or conflict with its terms. This Agreement may only be amended in a writing signed by both parties. 19. Subscriber agrees that this Agreement, particularly those paragraphs relating to Atlantic Sman Technologies disclaimer of warranties, maximum liability, liquitlated damages, and third party indemnification inure to the benefit of and are applicable to any assignees or subcontractors of Atlantic Smart Technologies and that they bind Subscriber with respect to said assignee or subcontractor with the same force and effect that they bind Subscriber to Atlantic Smart Technologies.