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DocuSign Envelope ID:AA9CA136-31D94-4761-93F8-5FC9F527B627
<br /> APPENDIX 2—GENERAL TERMS AND CONDITIONS
<br /> 1.Work and Services to Be Performed/Provided.ADT agrees to perform the work and provide the goods,software,licenses and services that are described
<br /> in the Proposal. If the Proposal contains options,then ADT shall only perform those options that have been chosen by the Customer. All items to be performed
<br /> pursuant to the Proposal are referred to herein as the"Services."ADT is solely responsible for choosing the manner and methods of performing the Services by
<br /> its employees,agents,and/or independent contractors.Equal quality products,materials,and parts from different manufacturers may be substituted to overcome
<br /> delivery problems or replacement of discontinued items.Substituted items will meet or exceed original parts specifications.Submittals,shop drawings,as-built
<br /> record drawings and O&M documentation are excluded,unless specifically included in the Scope of Work or required by project specifications.Any such
<br /> submittals,drawings and/or documentation shall be in Adobe Portable Document Format(PDF)only.The Proposal,when accepted by Customer,shall be
<br /> considered the"Agreement"between the parties.
<br /> 2.Reports.The Services may include prepared reports or other written deliverables(each,a"Report").Customer may not necessarily agree with certain
<br /> statements made,or positions taken by ADT in a Report.However,Customer acknowledges that by retaining ADT for the Services,Customer is relying on the
<br /> opinions and expertise of ADT.ADT has no obligation to modify any Report to adopt a position that the Customer believes is more favorable or advantageous
<br /> than prior statements made,or positions taken,by ADT.If Customer does not accept any such Report,ADT may withdraw from the engagement and Customer
<br /> shall be obligated to compensate ADT for all Services(including the Report at issue)through the date of withdrawal.
<br /> 3.Compensation and Payment Terms.Customer agrees to fully pay ADT any and all invoices and/or expense reimbursement requests within thirty(30)days of
<br /> the date of any such invoice and/or reimbursement request. Extension of credit for billing is subject to approval of ADT's credit department and is not included in
<br /> the Proposal.Any payment not received within thirty(30)days of an invoice or reimbursement request shall be subject to an additional charge at the rate of 1.5%
<br /> per month of the outstanding balance due or the highest rate of interest permitted by applicable law,whichever is less.ADT may,at its discretion and without
<br /> waiving any rights,elect to suspend performance of any and all work if any payment is not received within ten(10)days after the due date.In the event that any
<br /> payment due ADT is collected at law or through,or under advice from,an attorney-at-law,or through a collection agency,Customer agrees to pay all costs of
<br /> collection,including without limitation,all court costs and reasonable attorney's fees. If Customer opts to pay ADT for an invoice with a credit card,ADT reserves
<br /> the right to add a 3%processing fee to the total cost of the work.
<br /> If the Proposal specifies fixed or lump sum pricing,the Total Price will be billed upon the completion of all Services performed.
<br /> If the Proposal specifies Time&Materials,GMP/GMAX/MACC,cost reimbursable,or cost-plus pricing,ADT will invoice Customer upon completion of all
<br /> Services performed.
<br /> For ADT owned equipment,Customer shall pay ADT per the schedule set forth in the Proposal at the time and for the duration set forth in the Proposal.
<br /> 4.Sales Taxes.Unless specifically itemized in the Proposal,estimated sales taxes and other taxes due to city,state,or county government applicable in the
<br /> United States are not included in the Proposal.All such taxes shall be the responsibility of Customer. For services to be provided outside of the United States,all
<br /> Value Added Taxes(VAT),General Service Taxes(GST),Consumption Taxes, Import/Export Duties,Withholding and any other taxes or fees due to a sovereign
<br /> nation are excluded and are the responsibility of Customer.
<br /> 5.Bonds.If payment and performance bonds are required by Customer in writing in advance of the execution of the Agreement by Customer,the total price set
<br /> forth in the Proposal shall include an administration fee of 2.5%of what the total price would have been without such bond(excluding applicable sales tax). If
<br /> such bond is not requested by Customer until after the execution of the Agreement by Customer,Contractor shall enter into a Change Order reflecting an
<br /> administration fee of 2.5%of the total price of the Agreement(excluding applicable sales tax).ADT shall not be required to obtain any bonds until such Change
<br /> Order has been executed by Customer.
<br /> 6.Insurance.Certificates of Insurance are available upon Customer request.Upon Customer request,such COI shall name Customer and all other parties in the
<br /> "Contract Chain"as additional insureds.Any customer-requested insurance beyond what ADT normally carries is excluded from the pricing in the Proposal and
<br /> shall be paid for by Customer.
<br /> 7.Schedule Dates.ADT shall diligently endeavor to make timely delivery and installation and otherwise to timely complete the Services according to a mutually
<br /> agreed"Implementation Schedule."If no implementation schedule is developed or agreed upon,ADT shall diligently endeavor to complete the Services within a
<br /> reasonable time.Except as expressly provided in the Proposal,ADT shall,under no circumstances,be deemed to be in default hereunder or be liable for
<br /> damages,special,consequential,or otherwise,resulting from delays in delivery,installation,or other completion of the Services.Minor omissions or variances in
<br /> performance of the Services,which do not materially and adversely affect the Customer's use of installed systems,equipment,goods,or materials,or the
<br /> operation thereof,shall not be deemed to have postponed substantial or final completion.Unless otherwise arranged in writing,Services shall be performed
<br /> during normal business hours(8:00 am to 5:00 pm,Monday—Friday,except holidays).Services performed outside of normal business hours will result in ADT's
<br /> then current surcharges for such Services.
<br /> 8.Installation/Site Conditions.For any Services to be performed on-site,ADT will arrange for such Services in accordance with specifications,drawings and
<br /> instructions provided by Customer,which specifications and drawings are considered a part of this Agreement.Whenever applicable,suitable foundations,wall
<br /> openings,curbing holes,pits,tunnels,culvert piping,grouting,surrounding masonry and concrete,canopies and architectural enclosures,and sun screens shall
<br /> be constructed by others at Customer's cost.Unless otherwise set forth in the Scope of Work,Customer shall also provide at its own expense the power and
<br /> lighting that is required for proper operation of any equipment.If,through no fault of ADT,ADT cannot proceed with the work within a reasonable time after
<br /> delivery of the equipment and/or ADT's arrival at the work site,Customer shall pay ADT's actual expenses,including,but not limited to,additional service fees
<br /> and any storage fees incurred by ADT in waiting to proceed or in returning to Customer's premises to perform the work.Customer shall notify ADT of any
<br /> cancellations forty-eight(48)hours in advance of any scheduled service call.Failure to so notify will result in an additional service fee charged to Customer.
<br /> Unless otherwise set forth in the Scope of Work,Customer shall secure and pay for any required building permits and governmental fees,licenses,and
<br /> inspection necessary for the proper execution and completion of the installation of the equipment which are legally required at the time that the installation is
<br /> done.Customer shall give all notices and comply with all laws,ordinances,rules,regulations and lawful orders of any public authority bearing on the
<br /> performance of the work. In the event that ADT is required,in connection with the installation of the equipment,to do additional work either because Customer
<br /> did not prepare the job site,or because the drawings,wiring,or other work done by Customer or for Customer by others,was not properly represented in the
<br /> drawing supplied to ADT,ADT shall have the option of doing the additional work required to complete the job,and will charge Customer at ADT's current
<br /> prevailing rates for such work,or,of abandoning the installation and being paid in full by Customer upon demand therefore.Any additional amounts so charged
<br /> shall be due within ten(10)days of receipt of invoice by Customer.Customer represents to ADT that it has an interest in the real estate on which the equipment
<br /> is to be installed and that has the authority to and hereby authorizes ADT to do the work as provided in this Agreement.
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