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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.
<br />DocuSign Envelope ID: 901A240E-2C5B-47E4-916F-04BCE416D58B
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