Honeywell Forge for Buildings
Order Quote
Order Quote Issue Date: 2/13/24
Customer Name (Bill-To) D.A.T.E Academy
Bill-To- Address 1492 Kelton Dr, Stone Mountain, GA 30083
Contact Name Dr. Maury Wills
Phone (678) 999-9290
Email dr.m.wills@dateacademy.org
This order quote (the “Order Form”) is between Honeywell Building Solutions (“Honeywell”, “we”, “us” or “our”) 715 Peachtree St NE,
Atlanta, GA 30308 and the Customer named above (“Customer”, “you” or “your”) for the Offering(s) as detailed in this Order Form
and the Agreement. “Parties” means Honeywell and you and “Party” means either, individually. This document contains valuable
proprietary and confidential information of Honeywell and must not be disclosed to any third party without our written agreement.
1 The Offerings and Fees
All fees are quoted in USD and are exclusive of any applicable taxes, commissions, import duties or other similar taxes or fees. The
offerings comprise the components set out below (the “Offering(s)”).
1.1 Security Software as a Service
1.1.1 SaaS Offering, Use Rights and Pricing
SKU SaaS Offering Site Use Rights SaaS Term Start SaaS Fee Basis Total Fee Annual Fee
name and Usage Date Subscription /Quantity
Metrics Term (the
“SaaS Term”)
HFB-PRED- Honeywell Forge A 600 points Date customer is first 3 years 600 points $11,076 $3,692.00
MAIN Performance+ provided access
for Buildings | credentials to the SaaS
Site Performance Offering
- Predictive
Maintenance
HFB-CENTR- Honeywell Forge A 600 points Date customer is first 3 years 600 points $2,769 $923.00
CTRL Performance+ provided access
for Buildings | credentials to the SaaS
Site Performance Offering
- Centralize
Control
Sine Core Sine Core, A 1500 Check Date customer is first 3 years Medium $3,780 $1,260
Medium Package In’s per provided access Package
with WatchDog month credentials to the SaaS
Offering
Sine Sine Workflows, A 1500 Check Date customer is first 3 years Medium $2,484 $828
Workflows Medium Package In’s per provided access Package
month credentials to the SaaS
Offering
I-Pad I-Pad A Per I-Pad Date customer is first 3 years 1 I-Pad $297 $99.00
Maintenance maintenance for provided access
Sine credentials to the SaaS
Offering
3 Year SaaS Annual SaaS
Total: $20,406 Total - $6,802
* Unless you provide prior written notice to us 30 days before the end of an initial “SaaS Term” or any renewal period, the subscription term shall auto-renew for successive
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periods of 12 months.
1.1.2 Deployment
The initial deployment, set-up and configuration services for the SaaS (“Implementation”) are as set out below:
SKU Site Description Estimated Deployment Start Fee Basis Total Fee Annual Fee
Date /Quantity
N/A A 40 hours of automation technical labor 60 days from ordering of Forge Labor $11,200 N/A
and 16 hours of Field Service subscription. hours/one
Supervisor labor to deploy Forge time fee
*Deployment of Forge will occur
once the upgrade of the onsite EBI is
completed from R500 to R700
N/A A Visitor Management implementation 30 days from ordering of the Visitor One time fee $229.00 N/A
Management subscription
Total
Deployment
fee: $11,429
Any services beyond the scope of deployment, set-up and configuration services set out above or standard support are chargeable
on a per hour basis as Professional Services, including additional training, data and analytics services.
1.2 Hardware
SKU Site Hardware Offering Name Basis Fee Basis Total Fee Annual Fee
/Quantity
C-Tri060- A Quad core N6415, 8G RAM, 32G Hardware One time fee $1,212.95 N/A
UNO2271-1 eMMC
PWR-247- A 60W AC to DC UNO series power Hardware One time fee $43.20 N/A
DE adapter
1702002600 A Power Cable US Plug 1.8 M Hardware One time fee $5.54 N/A
Sine Starter A • iPad 10.2" Hardware One time fee $1,018 N/A
Pack
• Elite Desk Stand
• 6ft charging cable
• Brother label
printer QL-820NWB
• 1x label roll (300 labels
to a roll)
Total Hardware
fee: $2,280
*Any Hardware as a Service subscription term will start and extend through the SaaS Term.
1.3 Professional Services
SKU Site Professional Service Description Start Date End Date Fee Basis Total Fee Annual Fee
/Quantity
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HFB-OPS- A New Customer/Application Onboarding for Upon 1 year from One time fee $923 N/A
PSERV Forge DM signature of signature of
quote quote
HFB-CSM- A Honeywell Forge for Buildings | Customer Upon start of 1 year from One time fee $5,076 N/A
PSERV Success Manager Professional Services , deployment start of
Base Package of Forge deployment
of Forge
Total
Professional
Services:
$5,999
1.4 Total Fees
Totals First Year Years 2 and 3
SaaS,
Hardware, SaaS
Deployment
and
Professional
Services
Total Fees for all Offerings in this Order Form - $40,114 $26,510 $13,604
1.5 Sites
The customer locations agreed for deployment of the Offering may be on a per site basis (a “Site”). Customer will ensure Site access,
availability, and readiness for the Parties to meet all the dates provided in this Order Form.
Site Site name Shipping address
designation
A D.A.T.E Academy 1492 Kelton Dr, Stone Mountain, GA 30083
2 Invoicing and Payment
Item Invoicing Event Percent of Price Basis
SaaS Subscription [Provision of SaaS Offering/Customer Access] [100% yearly fee in advance]
[Start of subsequent year renewal] [100% yearly fee in advance]
Hardware [Signature of this Order Form] [100% of fees in advance]
Software [Signature of this Order Form] [100% of fees in advance]
Services [Monthly in arrears as incurred/ Signature of this Order Form] [Time & materials as incurred /100% of
fixed fees in advance]
Travel and Living Expenses [Monthly in arrears as incurred] [Cost + 10%]
*Payment is due and payable Net 30 days from date of invoice. For Hardware ordered, we will provide Hardware delivery dates following execution of this Order Form.
Time & materials fees (including the number of resources and hourly rates), as may be set out in an Appendix B (SOW), are based on the actual amount of time incurred
for Professional Services. Time & materials rates charged will be those set out in Appendix B (SOW) or if not listed in Appendix B (SOW) those then in effect at the time
that the work is performed. Notwithstanding any other terms of the Agreement, these rates are subject to annual review and in the event of a rate change, 60 days written
notice will be provided by us.
Travel and living expenses incurred by Honeywell personnel will be invoiced on a reimbursable basis, at actual cost plus a 10% processing fee and will be accompanied
by reasonable and usual verification of costs incurred. Travel time for the assigned personnel will be based on the number of hours incurred traveling from each person’s
Honeywell office to the Customer site/office (and return) and will be billed at the then-current labor rate.
3 Customer Reference Program
We enable your participation in our Honeywell customer reference program (the “Program”) where we take the lead to develop and
share content regarding our mutual Offering success. You agree to participate in the Program as a reference customer for case
studies and a variety of enhanced content and marketing stories, which includes authorizing use of your company name and logo
in external collateral (for example in presentations we develop for the investor community, in association with the Offering you
purchased, and on our website). Your Honeywell account manager will share Program materials for content options. Program
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content utilizing your name and brand shall be mutually agreed in good faith. You acknowledge and understand your participation
in the Program is voluntary and that participation will not change your use or price of the Offering.
4 Term
The term of the Agreement commences on the date listed as the effective date in the execution block below, or if no such date is
completed, the date this document is executed, or if assented to using an alternative confirmation process the date of such
confirmation, by the last of the parties to do so (the “Effective Date”) and expires after the end of the SaaS Term of the last SaaS
Offering to end under this Agreement.
5 The Agreement
The Order Form is governed by and incorporates following document(s) (including any referenced or linked supplemental terms,
agreements or policies) and together they form a single contractual arrangement between you and us for purchase and use of the
Offering(s) (together the “Agreement”):
# Terms Location
1 General Terms and Conditions https://hwll.co/gtcs
2 SaaS Terms https://hwll.co/saasterms
3 Hardware Terms https://hwll.co/hardwareterms
4 Software Terms https://hwll.co/softwarelicense
5 Professional Service Terms https://hwll.co/serviceterms
6 Appendixes to this Order Form including Appendix A1 – Product Specific Terms
product specific terms and/or Statement of
Work (“SOW”).
7 Sine SaaS Terms https://www.sine.co/terms/
Your execution or assent to this Agreement (including by using an electronic signature software) signifies your agreement to all
terms and conditions comprising the Agreement, including those found in the URLs listed above, and your confirmation that you
have had the opportunity to review and print them. Words and phrases capitalized but not defined in this Order Form have the
meanings provided in the Agreement.
PLEASE INDICATE YOUR ACCEPTANCE OF THIS ORDER FORM AND THE AGREEMENT BY SIGNING BELOW.
By your signature, you represent that you are an authorized signatory
EFFECTIVE DATE: FEBRUARY 15, 2024
DeKalb Academy of Technology & Environment Honeywell Building Technologies
Signature Signature
Print name Print name
Title Title
Date Date
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HCE_Order_Form_v2.7.1_Buildings_May.2023
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COMMERCIAL PROPOSAL AND SALES AGREEMENT
Branch: 6708 Sales Representative: Rhonda Easter Today's Date: 9/25/2023
Customer Information
Business Name: DEKALB PREP ACADEMY Phone: (404) 337-6899
Address: 1402 AUSTIN DR Billing Address: 1402 AUSTIN DR
DECATUR, GA 30032 DECATUR, GA 30032
Agreement Summary
This Commercial Proposal and Sales Agreement (“Agreement”) is entered into between ADT Commercial LLC, with principal
offices at 1501 Yamato Road, Boca Raton, FL 33431 (“ADT”) and the customer identified above (“Customer”, together with ADT,
the “Parties”), effective as of the date written above (“Effective Date”), governing the sale of products, equipment, components,
hardware, and software (“Product(s)”), and/or security, fire, and life safety services (“Service(s)”) at Customer’s properties or
locations (“Premises”), as set forth below.
Total Products and Installation Charge: $26,110.00
Total Estimated Taxes: $0.00
Total Charges: $26,110.00
Customer hereby agrees to pay ADT, its agents or assigns on a progressive basis as follows:
• The remaining balance of $26,110.00.
In each case, payments shall be subject to the agreed payment terms described in the Agreement.
Recurring Service Charges: $475.00 per month
Customer agrees to pay the Recurring Services Charges shown above, plus applicable taxes and surcharges as set forth in the
Agreement, for the usage of any ADT-owned equipment and any Recurring Services selected. Customer has made an advance
payment of Recurring Services Charges in the amount of $0.00 at the time of sale.
Term Length: 60 Months
Pricing under this Agreement is based on an agreement term of Sixty (60) months.
Site Location Information
Location Name: DEKALB PREP ACADEMY
Address: 1402 AUSTIN DR
DECATUR, GA 30032
Site #: 999358960 Phone: (404)937-2000
System Design Information
System Design Name: Dekalb Prep - Gunshot - Threat Detection Job #:
Equipment Ownership: Customer Owned
Warranty Period: 90 Days
Products and/or Installation 30/30/30/10:
Schedule of Values: 30% of Contract Value Upon Contract Acceptance
30% of Contract Value at Progress Billing
30% of Contract Value at Substantial Completion
10% of Contract Value at Final Acceptance
Services
Dekalb Prep - Gunshot - Threat Detection
Cloud Managed Solutions Other Cloud Managed Solutions: Description: Amberbox Gunshot Detection 1 YR
Other Cloud Managed Solutions: Fee: 290
Service Plan Extended Service Plan: Parts and Labor
Signaling Other Signaling: Description: Amber Box FirstNet
Other Signaling: Fee: 60
Equipment List
Qty Description Included in Service Plan
9 Detector (software RMR subscription required per detector) Yes
1 Gateway Yes
1,000 18/2 STR JKT 5C BX GRY Yes
1 ADT-1270/F1-1 PACK - 12V-7AH SEALED LEAD ACID Yes
1 4A PWR SPLY/CHGR LRG CAB &XFMR Yes
Summary of Charges
Equipment & Installation Total $26,110.00
Estimated Taxes $0.00
Monthly Fee $475.00
Scope Of Work
Gunshot and Threat Detection
ADT to install 1 Gateway
ADT to install 9 gunshot detectors
Package Notification and Event Tracking Services:
• Connection to law enforcement
• Online status monitoring and event tracking software accessible by Internal staff
• Text notification to up to 10 members of Internal staff in the event of an activation
Package Support and Testing:
• Dedicated project manager throughout implementation and service term
• Up to 20 1 hour training sessions
• Twice yearly E911 testing
• On site live-fire exercise
Warranty and Updates:
• Over The Air updates throughout the service term
• Monitoring for activation and faults by AmberBox
• Warranty guarantee for the detectors and gateways throughout the service term
Terms and Conditions
All prices quoted and any other offers made in this Proposal are based upon the terms herein and valid for thirty (30) days from the date of this
Proposal, after which they are automatically withdrawn, and this Proposal shall be void. The following terms and conditions noted with an X
are incorporated into this Proposal and Sales Agreement:
X General Terms and Conditions _ Product-Specific Terms: Sprinkler and Suppression Services
X Product-Specific Terms: Extended Service Plan _ Product-Specific Terms: EAS and Security Gates
_ Product-Specific Terms: Inspection and Testing Services _ Product-Specific Terms: Third-Party Services
X Product-Specific Terms: Monitoring Services _ Product-Specific Terms: Rented or Financed Products
_ Product-Specific Terms: ATM Products and Services _ Product-Specific Terms: Special Business Risk Provisions
GENERAL TERMS AND CONDITIONS (“GTCs”)
1. Charges, Invoicing, and Payment
A. Invoices. ADT shall issue invoices directly to Customer for amounts owed to ADT (“Charges”). ADT shall issue invoices to Customer on the following
schedule:
i. For ongoing Services under a contract term or on a month-to-month basis (“Recurring Services”), ADT shall issue invoices quarterly in advance.
ii. For projects requiring installation of Products and that have a written schedule of values, ADT shall issue invoices as set forth in the schedule of values; or if
no schedule of values exists, ADT shall issue invoices over time on a progressive basis to reflect ADT’s estimated percentage of work completed, which may, in
ADT’s discretion, be based on field observations, costs estimated or incurred, subcontractor estimates, and/or other reasonable factors (“Percentage of Work
Completed”).
iii. For all other Products or Services, ADT shall issue invoices upon delivery of the Product or completion of the Service.
B. Payment. Customer shall pay each invoice in full within thirty (30) days of the date of the invoice, without discount, set-off, or deduction. Any acceptance by
ADT of a partial payment shall not be construed as a waiver of ADT’s right to receive any unpaid portion of an invoice. Customer shall make payment via wire,
automated clearing house, check, or such other manner as may be agreed upon by ADT and Customer. If a payment due date falls on a weekend or any bank
holiday, payment must be made on the next available banking day.
C. Past Due Amounts. Past due amounts shall accrue interest at a rate of two percent (2%) per month compounded or the maximum rate allowed by law,
whichever is less. All overdue payments received from Customer shall first be applied to interest and collection costs before they will be applied to any principal
amounts. ADT shall be entitled to recover from Customer any costs of collecting past due amounts, including reasonable attorneys’ fees.
D. Charges. Charges for Products are determined on a per-order basis and are valid for thirty (30) days from any written proposal. Charges for any Products
ordered by ADT for Customer more than thirty (30) days after the date of the Agreement shall be at ADT’s then-current prices. After the first year of the term of
any Services, but no more frequently than once in any twelve (12) month period, ADT may increase the Charges, effective upon thirty (30) days prior written
notice, by an amount not to exceed the United States Producer Price Index increase over the preceding twelve (12) months plus two (2) percent.
E. Delays. ADT shall be reimbursed for all costs incurred by ADT or its subcontractors due to actions by Customer or any of Customer’s vendors or customers
that alters or delays the Services, whether before, during, or after ADT has started performing the Services. Any delays other than Force Majeure (as defined in
Section 11, below) that cause ADT to incur more labor or overtime hours to complete the Services than originally bid will be the subject of an equitable
adjustment to the Charges. ADT will give appropriate notice when possible to the Customer prior to either the Customer or ADT incurring such charges.
F. Taxes and Fees. Charges do not include any applicable taxes. The Customer shall pay the Charges, and as applicable the following:
i. All applicable taxes, assessment, duties, fees, or charges now or hereafter levied by any domestic or foreign government or instrumentality thereof (“Taxes”)
related to the Products and Services, other than Taxes based on ADT’s net income;
ii. Any false alarm fines or Taxes imposed by any government, instrumentality thereof, law enforcement agency, or other public safety Authority Having
Jurisdiction (“AHJ”) or costs for additional or modified Products or Services required by any AHJ;
iii. All charges related to telecommunication services required for the Products or Services to function, including expenses or costs required to modify or replace
Products or Services to comply with changes made by or affecting telecommunication or related services required for the Products or Services to function;
iv. Any costs and service charges for ADT to repair or replace Customer-owned equipment necessary for ADT to provide the Products or Services;
v. A service charge for (a) ADT to respond to a service call or alarm signal caused by Customer error, including, but not limited to, operating Products contrary to
ADT instructions; (b) if Customer cancels an installation or service appointment less than forty-eight (48) hours prior to ADT’s deployment of personnel to the
Premises; or (c) any use of third-party portal for invoice, order, or service or transaction management requested by Customer;
vi. If payment and performance bonds are required by Customer, then Customer shall pay an administrative fee; and
vii. ADT may, from time-to-time and in its sole discretion, issue surcharges in order to mitigate and/or recover increased operating costs arising from or related
to, without limitation: (a) foreign currency exchange variation, (b) increased cost of third-party supplies, labor, and/or Products, (c) impact of government tariffs or
other actions, and (d) any conditions that increase ADT’s costs, including without limitation increased labor, freight, material or supply costs, or increased costs
due to inflation (collectively, “Surcharges”). Any Surcharges, as well as the timing, effectiveness, and method of determination thereof, will be separate from and
in addition to any changes to pricing that are affected by any other provisions in this Agreement.
2. Products and Installation
A. Timing. If the Agreement calls for the installation of any Products by ADT (“Installation”), then ADT will use commercially reasonable efforts to complete the
Installation within the timeframe set forth in the Agreement, or if no timeframe is set forth, within a reasonable timeframe. Unless agreed otherwise in writing,
Installation shall be during ADT’s normal business hours. If no such agreement is made and Customer requests the Installation be performed outside ADT’s
normal business hours, Monday through Friday (excluding holidays), then additional charges will apply. Within 5 days of completion of the Installation, Customer
shall either provide final acceptance of the Installation or identify in writing any corrections required (if no written corrections are provided, Customer will be
deemed to have provided final acceptance). If Customer is past due on any invoices at the time Installation is completed, activation of Products may be delayed
until past due amounts are paid, at ADT’s sole discretion, to the extent permitted by any applicable laws or regulations.
B. Compliance. Customer is responsible for providing the necessary specifications, drawings, designs, or instructions for the Installation and for ensuring they
comply with all applicable codes and ordinances. Unless agreed in writing otherwise, Customer shall secure and pay for any required building permits and
governmental fees, licenses, and inspection necessary for the Installation. Customer shall give all notices and comply with all laws, ordinances, rules,
regulations, and lawful orders of any public authority relating to the Installation.
C. Products Ownership. Title and risk of loss to Products sold to Customer under the Agreement shall transfer to Customer upon the earlier of (i) receipt of the
Products by ADT or (ii) delivery of the Products to Customer. If Products for an Installation are received by ADT prior to the commencement of Installation, then
a fee for Products storage shall be added to the Charges. Customer shall retain title to all Customer-owned equipment that ADT utilizes to provide Services.
D. Substituted Products. If any Product becomes unavailable or discontinued after a Customer order and before Installation, then ADT may substitute an
equivalent Product, upon written notice to Customer. The Charges shall be adjusted for any price difference for such substituted Product.
3. Warranty
A. General Warranty. Subject to the exclusions stated herein, and in addition to any product-specific warranty terms or exclusions set forth in the Product-
Specific Terms, ADT provides the warranties below. EXCEPT FOR THE WARRANTIES SPECIFICALLY SET FORTH BELOW OR IN THE PRODUCT-
SPECIFIC TERMS, ADT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE.
i. Products Warranty. Products installed under this Agreement are warranted against defects in material or workmanship for the warranty period stated above, or
if no such period is stated, then for ninety (90) days from installation by ADT. Defective Products will be repaired or replaced at ADT’s option.
ii. Services Warranty. ADT warrants that the Services provided hereunder will be performed in accordance with generally accepted industry standards and
practices. If any Services fail to comply with the foregoing standard within the warranty period stated above, or if no such period is stated, within ninety (90) days
from the date Services are completed, then ADT will re-perform the non-complying Services during normal business hours, at no additional charge.
B. Limitations and Exclusions.
i. ADT shall perform warranty services during normal business hours, Monday through Friday, excluding ADT holidays. Customer requests for ADT to perform
warranty services outside these hours may result in additional charges.
ii. ADT is not responsible under any warranty for any defect in Products or Services caused by: (a) damage or alterations to the Products or Premises caused by
or resulting from any Force Majeure event (defined herein) or the actions or omissions of any third party, whether intentional or unintentional; (b) Customer’s
failure to follow Products’ operating instructions; (c) Customer’s failure to provide ordinary care and maintenance to the Products; (d) battery failure or the
Products otherwise losing power supply; (e) telecommunications malfunctions or modifications that render it incompatible with the Products or ADT’s central
station; (f) failure of devices or components designed to fail in order to protect the Products, including but not limited to fuses and circuit breakers; (g) changes
requested by Customer after Installation acceptance, including but not limited to adjustments to camera alignment or settings, monitor settings, or other items
subject to discretion, after Installation and acceptance by Customer; (h) Customer’s use of Products in combination with equipment or software not supplied by
ADT, or changes in any of Customer’s systems connected (e.g. HVAC) that are connected to the Products but not supplied by ADT; (i) repair of Products for
which replacement parts or components are no longer available due to obsolescence or end-of-product life; (j) replacement of Products that are at the end-of-
product life, obsolete, and/or are no longer supported by the manufacturer; and (l) normal wear and tear.
iii. To the full extent permitted by law, all warranties shall become voided immediately if Customer permits any person or entity other than ADT, ADT’s employees,
or ADT’s agents to perform maintenance or service to the Products without ADT’s prior written approval.
4. Customer’s Obligations
A. Customer’s Representations and Warranties. Customer represents and warrants that:
i. Customer owns or leases any equipment Customer provides or allows ADT to use;
ii. Customer has legal authority to authorize ADT to (a) install Products, (b) use, modify, or connect to previously installed equipment, and (c) provide Services to
the Premises;
iii. Customer will comply with all laws, codes, and regulations related to this Agreement, or to the Premises, the Products, and Services, including but not limited
to any applicable requirements regarding notice of and/or consent to the use of video and/or audio recording devices;
iv. the Products and Services are ordered for commercial purposes and not for personal, family, or household purposes;
v. Customer’s entry into this Agreement will not breach, violate, or interfere with any other contract or third-party’s rights;
vi. the Premises comply with all applicable safety and work rules, OSHA regulations, and other governmental and contractual requirements as to working
conditions; and
vii. if any Services require payment of a prevailing wage under federal or state law, Customer will provide the applicable wage determination to ADT prior to the
start of work.
B. Customer’s Responsibilities.
i. Responsibilities regarding Products. Customer agrees to (a) instruct all users on the Products’ proper use, (b) test the Products’ protective devices and send
monthly test signals through the ADT customer portal, (c) turn off, control, or remove all HVAC systems that interfere with alarm detection service, (d) notify ADT
immediately upon discovering a defect in the Products, (e) obtain and keep current all necessary permits and licenses required for the Products, and (f) pay all
usage fees imposed by any AHJ in connection with the Products.
ii. Responsibilities regarding the Premises. Customer agrees to (a) permit ADT to have reasonable access to the Premises during ADT’s normal business hours,
(b) cooperate with ADT to obtain any necessary consents and waivers from the Premises owner, if not the Customer, relating to the installation or operation of
the Products, or the provision of the Services, (c) supply and maintain all supplemental equipment and facilities necessary for any installation or operation of
Products or Services, such as structural changes, conduits, back boxes, commercial power electrical wiring, outlets, bypass or switch units, and associated
equipment, equipment room(s), and necessary operating environment as specified by the manufacturers of any goods or equipment to be installed, and (d)
remediate any materials defined as being radioactive, infectious, hazardous, dangerous, or toxic by any AHJ (“Hazardous Materials”) upon discovery by ADT,
prior to ADT continuing work at the affected Premises.
5. Risk of Loss. ADT shall bear the risk of loss or damage to Products until delivery to the Premises. ADT shall be responsible for loss or damage to the
Products during testing or installation only to the extent such loss or damage is directly caused by ADT. Customer shall be responsible for security and proper
storage of Products after delivery to the Premises and shall bear risk of loss for Products on Premises unless the loss is directly caused by ADT. Customer shall
keep all ADT-owned Products insured against all risks of loss in an amount equal to the replacement cost and, at ADT's request, list ADT on the policy as the
"loss payee."
6. Termination
A. Termination by ADT.
i. ADT may terminate the Agreement or any Service(s) provided thereunder, without penalty, upon thirty (30) days’ prior written notice, if: (a) Customer fails to
follow any recommendations ADT may make for the repair or replacement of defective or discontinued Products not covered under Warranty or an Extended
Service Plan; (b) Customer fails to follow the operating instructions provided by ADT; (c) the Products generate excessive false alarms due to circumstances
beyond ADT’s reasonable control; (d) in ADT’s sole opinion, the Premises in which the Product is installed becomes unsafe, unsuitable, or so modified or altered
after installation as to render continuation of Service impractical or impossible; (e) in ADT’s sole opinion, continuation of the Agreement is impractical or
impossible under the circumstances; (f) ADT is unable to obtain or continue to support technologies, communication facilities, or Products or component parts
thereof that are discontinued, become obsolete or are otherwise not commercially available; or (g) Customer fails to cure any breach of this Agreement, including
failure to make payments when due, within thirty (30) days of receiving written notice of such breach.
ii. ADT may terminate the Agreement or any Service(s) provided thereunder, without penalty, immediately upon written notice, if: (a) any representation by
Customer herein or in any other agreement it has with ADT is materially untrue; (b) Customer breaches any warranty contained herein or in any other agreement
it has with ADT; (c) Customer denies ADT reasonable access to ADT-owned Products located at any Premises; or (d) Customer becomes insolvent, becomes a
debtor in a bankruptcy or other insolvency proceeding, makes an assignment for the benefit of its credits, or has a receiver or trustee appointed for Customer or
its assets.
B. Termination by Customer.
i. If ADT has materially breached the Agreement, and that breach is not cured within thirty (30) days after ADT receives written notice of the breach, then
Customer shall have the right to terminate the Agreement or any Service(s), without penalty.
ii. Customer may terminate Services provided at any individual Premises, upon thirty (30) days’ prior written notice, if Customer sells or otherwise ceases owning
or occupying an individual Premises, other than through merger or change of control transaction.
C. Effect of Termination or Expiration.
i. Upon termination or expiration of the Term, all Services provided under the Agreement shall terminate.
ii. All Charges due from Customer to ADT shall become immediately due and payable on the date of termination or expiration, including (a) all Charges for
Services or Products rendered prior to the effective date of termination or expiration, (b) the percentage of Charges for Installation equivalent to the Percentage
of Work Completed as of the effective date of termination or expiration, (c) the costs for any materials, goods, equipment, or Products purchased or allocated for
Customer by ADT prior to notice of termination, and (d) any other costs incurred by ADT in reliance on or on behalf of Customer, prior to the effective date of
termination or expiration.
iii. If the termination is for any reason other than those permitted in 5.B, then in addition to all fees due under the Agreement for Products and Services rendered
prior to termination, Customer shall pay an early termination charge equal to the sum of monthly charges for Recurring Services for the remaining duration of the
term of such Recurring Services.
iv. Upon the expiration of the term of any Recurring Services ordered under this Agreement, such Recurring Services shall automatically renew on a month-to-
month basis under the terms of this Agreement until terminated by either party by giving no less than thirty (30) days’ prior written notice.
7. Limitation of Liability
A. Alarm Event Limitation. The amounts ADT charges Customer are not insurance premiums. ADT is not qualified to assess the value of Customer’s property,
and ADT’s charges are unrelated to the value of Customer's property, any property of others located in or at the Premises, or the risk of loss associated with the
Premises. For purposes of this Agreement, an “Alarm Event” shall mean any losses or damages arising from or related to a casualty occurring at Customer’s
Premises during which the Products and/or the Services operated, operated improperly, failed to operate, or otherwise did not detect, prevent, terminate, warn
of, or mitigate losses or damages resulting from the casualty. Such Alarm Event losses or damages may include, but are not limited to, damage to property,
personal injury, or death, and may be caused by casualties such as fire, burglary, unauthorized intrusion, assault, or other event. TO THE FULL EXTENT
PERMITTED BY LAW, ADT, ITS AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES AND AGENTS, SHALL HAVE NO LIABILITY FOR ANY LOSSES OR
DAMAGES ARISING FROM OR RELATED TO ANY ALARM EVENT, WHETHER UNDER CONTRACT, WARRANTY, TORT, NEGLIGENCE, OR OTHER
LEGAL THEORY OR CLAIM THAT ADT FAILED TO DETECT, PREVENT, WARN OF, TERMINATE, OR MITIGATE THE CASUALTY UNDERLYING THE
ALARM EVENT. ADT ASSUMES NO RISK OF LOSS OR LIABILITY FOR ANY LOSSES OR DAMAGES ARISING FROM OR RELATING TO ANY ALARM
EVENT. THE RISK OF LOSS FOR ALL ALARM EVENTS REMAINS WITH CUSTOMER. Customer releases and waives for itself and its insurer all subrogation
and other rights to recover from ADT arising as a result of paying any claim for loss, damage, or injury to Customer or another person arising from or related to
an Alarm Event.
B. Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL
DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS) ARISING OUT OF ANY PERFORMANCE OR NON-PERFORMANCE UNDER THIS
AGREEMENT, WHETHER SUCH CLAIM FOR DAMAGES IS BASED ON TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, CONTRACT, OR ANY
OTHER LEGAL THEORY, EVEN IF A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AT ANY TIME PRIOR TO OR DURING THE
CONTRACTUAL RELATIONSHIP BETWEEN THE PARTIES.
C. Liability Cap. WITHOUT LIMITING THE FOREGOING SECTIONS, IN NO EVENT SHALL ADT’S LIABILITY OR THE DAMAGES RECOVERABLE BY
CUSTOMER FROM ADT, AND/OR ADT’S EMPLOYEES, AGENTS, OR AFFILIATES, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER FOR PRODUCTS
AND SERVICES AT THE PREMISES WHERE THE EVENT FOR WHICH ADT IS LIABLE OCCURRED, OVER THE TWELVE (12) MONTHS PRECEDING THE
EVENT FOR WHICH ADT IS LIABLE.
8. Indemnification
A. Indemnification by ADT. ADT shall indemnify and hold Customer and its owners, employees, and officers harmless from any and all third-party claims,
demands, liabilities, losses, causes of action, fines, penalties, costs, and expenses, including reasonable attorneys’ fees (collectively, “Losses”) arising from or
related to: (i) the negligence or intentional misconduct of ADT, its agents, or employee, but excluding any Losses arising from or related to an Alarm Event; and
(ii) any allegation that a Product infringes any third party intellectual property right, to the same extent that ADT is indemnified by the manufacturer or distributor
of the applicable Product for the Losses.
B. Indemnification by Customer. Customer shall indemnify and hold ADT and its affiliates, parents, directors, employees, agents, and officers harmless from
any and all Losses arising from or related to: (i) the negligence or intentional misconduct by Customer, its agents, employees, contractors, and subcontractors;
(ii) an Alarm Event; (iii) any breach of any representation or warranty made by Customer in the Agreement; and (iv) any defect, hazardous condition, or
Hazardous Materials present at the Premises.
9. Insurance. During the term of the Agreement, ADT will maintain the following insurance policies in full force and effect: (a) comprehensive general liability
insurance with a limit of two million dollars ($2,000,000) per occurrence and two million dollars ($2,000,000) general aggregate; (b) statutory workers’
compensation and employer’s liability insurance meeting all applicable federal and state workers’ compensation laws; and (c) commercial automobile liability
covering bodily injury and property damage, with a combined single limit of two million dollars ($2,000,000) per occurrence. Certificates of insurance naming
Customer as an additional insured are available upon request. Neither the existence of such insurance policies nor the terms of this Section shall be deemed to
modify any limitation of liability or indemnification obligation under this Agreement.
10. Intellectual Property.
A. No Transfer of IP. The parties acknowledge that one or both parties may have certain intellectual property rights that may be revealed or provided to the
other party in accordance with the Agreement. Each party acknowledges that the Agreement does not grant any right or title of ownership in their respective
intellectual property rights to the other unless specifically provided in the Agreement. Any intellectual property shall remain the originator’s property unless
otherwise provided in the Agreement.
B. Third Party Products and Software.
i. ADT is a reseller of certain software, licenses, subscriptions, products, services, and equipment (“Third-Party Services”) performed, provided, manufactured,
maintained, and/or managed by independent contractors (“Vendor(s)”).
ii. “EULA” means all product and services documentation provided by Vendor and all end user license agreements Vendor may require Customer to enter into.
EULAs are available on Vendors’ websites and upon request. Customer represents that it has read and agrees to any applicable EULA prior to entering into this
Agreement. Customer agrees that it is solely responsible for complying with all terms of any applicable EULA.
iii. Third-Party Services are sold only with the warranties provided in the applicable EULA. ADT MAKES NO OTHER REPRESENTATION OR WARRANTY
REGARDING THE THIRD-PARTY SERVICES. ALL SALES OF SOFTWARE LICENSES ARE FINAL.
iv. Customer agrees that ADT may pass through any price change in Vendor’s cost of Third-Party Services upon written notice to Customer. Customer shall be
responsible for, and shall reimburse if ADT pays, any charges from Vendor resulting from (a) Customer’s use of the Third-Party Services beyond that purchased
under the Agreement and the EULA, and (b) Customer’s premature termination of any Third-Party Services that are subject to a term agreement.
v. In addition to and without limiting any other indemnification obligations under the Agreement, Customer shall indemnify and hold ADT harmless to the same
extent Customer indemnifies Vendor under an applicable EULA and from any Losses arising from or related to: (a) Customer’s breach of any applicable EULA;
(b) any actual or alleged compromise, unauthorized access, disclosure, theft, loss, or unauthorized use of Customer information or data in connection with the
Third-Party Service; and (c) any failure by Vendor to provide the Third-Party Services, in part or in whole.
C. Data Usage. ADT, Vendors, or their respective designee(s), shall use Customer data, records, and information only: (a) for the specific purpose for which it
was submitted; (b) to provide and improve Products and Services; (c) for analytics and research purposes related to Products and Services; (d) to monitor
compliance with this Agreement; and (e) for any other purpose permitted in this Agreement or in any other applicable terms and conditions.
11. Force Majeure. ADT shall not be responsible for any delays or costs caused by acts of God (such as fires, earthquakes, floods, hurricanes, tropical storms,
tornadoes, lightning, explosions, and other severe acts of nature or weather), war, revolutions, acts of terrorism, epidemics, pandemics, contagions, acts of
governmental authorities such as expropriation, condemnation, quarantining, executive orders and changes in laws and regulations, raw material shortages,
component shortages, supply chain disruptions, strikes, labor disputes, or for any other cause beyond ADT’s reasonable control (“Force Majeure”). ADT shall be
entitled to a Change Order and reimbursement for all demonstrable costs incurred due to Force Majeure and an extension of time equivalent to the delay caused
by Force Majeure. The parties agree that any delays or costs caused by or related to COVID-19, foreseeable or not, shall be considered a Force Majeure event
for purposes of this Agreement.
12. Confidentiality. During the Agreement, each party may disclose to the other confidential information, the disclosure of which to third parties would be
damaging. Confidential information shall include any information relating to the identity of the party’s customers, the nature of their relationship with their
customers, the nature of the other party’s business, or the rates charged by it to third parties. The parties agree not to make use of this information other than for
the performance of the Agreement, to release it only to employees requiring such information and only after ensuring that such employees are aware of the
terms of this Section, and not to release or disclose it to any other party other than as required by law. The parties further agree not to use any Services
performed under the Agreement for advertising, portfolio, or other promotional purposes without the written consent of the other party. Confidential information
shall not include any information that: (a) was, is, or becomes public information through no fault of the receiving party; (b) was in the possession of the receiving
Party before the commencement of this Agreement; (c) is developed independently by the receiving Party; or (d) must be disclosed pursuant to or as required by
law or by a court or other tribunal of competent jurisdiction. The obligations under this section shall survive the termination or expiration of the Agreement for
three (3) years.
13. Miscellaneous.
A. Nature of Relationship. ADT is an independent contractor and not an employee, agent, joint venturer, or partner of Customer.
B. License Information. ADT state license information is available at www.adt.com/commercial/licenses.
C. Export Control. Customer shall not export or re-export, directly or indirectly, any: (i) Product or Service provided under this Agreement; (ii) technical data; (iii)
software; (iv) information; or (v) items acquired under this Agreement to any country for which the United States Government (or any agency thereof) requires an
export license or other approval without first obtaining any licenses, consents or permits that may be required under the applicable laws of the U.S. or other
foreign jurisdictions and shall incorporate in all export shipping documents the applicable destination control statements. Customer shall, at its own expense,
defend, indemnify, and save harmless ADT from and against all Losses assessed against or suffered by ADT as a result of an allegation or claim of
noncompliance by Customer with this Section. The obligations contained in this Section shall survive the termination or expiration of this Agreement.
D. Conflicts of Interest. ADT does not permit the offering or acceptance of gifts or gratuities by ADT employees from parties with whom ADT is contracting for
services, products, or other matters, and Customer shall not make any offer to any ADT employee that would violate this policy. Customer further represents
and warrants that there is no financial or business relationship or any other conflict of interest that Customer has with or has offered to any employee of ADT. In
the event ADT determines any offer of gifts or gratuities has been made by Customer to an ADT employee or a financial or business relationship or other conflict
of interest has been offered to or exists between Customer and an ADT employee, ADT may terminate this Agreement, without penalty, upon five (5) days’ prior
written notice to Customer.
E. Survival. Sections 3 (Warranty), 5 (Risk of Loss), 7 (Limitation of Liability), 8 (Indemnity), and 12 (Confidentiality) shall survive any termination or expiration of
the Agreement.
F. Assignment. Customer may not assign the Agreement or any right thereunder without the prior written consent of ADT, which consent shall not be
unreasonably conditioned, withheld, or delayed. ADT may subcontract any portion of the work described in the Agreement.
G. Severability. In the event any one or more of the provisions of this Agreement is held to be unenforceable or invalid under applicable law, such
unenforceability or invalidity shall not affect any other provision of this Agreement.
H. Cross-Default. A default by Customer under the Agreement shall be a default of all Agreements between ADT and Customer.
I. Remedies. All remedies under the Agreement are cumulative and in addition to any other rights at law or equity that a party may have.
J. Amendment. The Agreement may be amended or modified only by a writing signed by both parties. Any purported oral amendment or modification is void.
K. Notice. Any and all notices required or permitted to be given under the Agreement shall be in writing and delivered via certified or registered mail, or by
overnight courier. Notices to ADT shall be deemed duly given on the date received by ADT at the following address: ADT Commercial LLC, Attn: General
Counsel, 1501 Yamato Road, Boca Raton, FL 33431. Notices to Customer shall be deemed duly given on the date received by Customer at the address for
Customer stated in the Agreement, or if no such address is provided, at any Premises.
L. Waiver. The waiver by either party of any right under the Agreement or any breach of the Agreement shall not operate as, or be construed as, a waiver of any
subsequent right under or breach of the Agreement.
M. Governing Law; Dispute Resolution. This Agreement and any dispute or claim arising under it shall be governed by the laws of the state of Florida, without
giving effect to its conflicts of law rules. Any and all matters of dispute between the parties to this Agreement, whether regarding performance of the Agreement,
interpretation of any term or provision of this Agreement, or other dispute, shall be decided by arbitration conducted under the Commercial Arbitration Rules of
the American Arbitration Association in Boca Raton, Florida, with the arbitrator’s costs borne equally by the Parties. The enforceability of this arbitration provision
shall be determined by arbitration. The arbitrator(s)’ decision shall be final and binding on the Parties.
N. Entire Agreement. The Agreement contains the entire agreement between the parties with respect to the subject matter of the Agreement, and supersedes
any and all prior agreements or understandings, whether written or oral. The parties agree that there are no oral or written agreements, representations, or
understandings by or between the parties regarding the subject matter of the Agreement that are not contained in the Agreement.
O. Electronic Signature; Counterparts. The Agreement may be signed and/or delivered by electronic means (such as e-mail), and all such signatures and
electronic transmissions of this Agreement are to be treated as originals for all purposes and given the same legal force and effect as a signed paper contract.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall
together constitute but one and the same agreement.
Product-Specific Terms: Extended Service Plan
1. Extended Service Plan. The terms of this section and its subsections apply only to an extended service plan (“ESP”) purchased by Customer. These
Product-Specific Terms and Conditions apply in addition to the GTCs and supersede any conflicting term of the GTCs.
1.1. Scope. An ESP is a custom service plan that Customer may purchase for ADT to perform maintenance or repair to Customer’s equipment, at ADT’s cost.
Customer may elect an ESP to cover costs for parts-only, labor-only, or for both parts and labor costs. Under an ESP, ADT shall perform maintenance or repair
on the equipment set forth in the written Agreement (“Covered Equipment”) with labor and/or parts at ADT’s cost as set forth in the Agreement, and for the term
set forth therein. ADT shall have discretion whether to replace or repair Covered Equipment. All ESP maintenance and repairs shall be performed during ADT’s
normal business hours, Monday through Friday, excluding ADT holidays. Customer requests for ADT to perform ESP services outside these hours may result in
additional charges. Any ESP purchased contemporaneous with an Installation shall commence upon completion of the Installation. Any other ESP shall not
commence until ADT has completed inspection and testing of the Covered Equipment and made any necessary repairs or replacements thereto, all of which
shall be at Customer’s expense at ADT’s then-current time and materials rates.
1.2. Application, Limitations, and Exclusions. An ESP covers normal maintenance and repair to Covered Equipment resulting from normal wear and tear. Except
as expressly provided in this Section, an ESP does not cover parts or labor costs related to: (a) the items set forth in the GTCs, Section 3.B (Limitations and
Exclusions), other than normal wear and tear; (b) battery replacement, badge printers, locking hardware, locksmith charges, devices installed outdoors, duct
detectors, meetings, or inspections; (c) repairs or replacements resulting from any person other than an ADT employee or agent servicing or altering the Covered
Equipment; (d) any equipment other than the Covered Equipment; (e) additional charges for lift equipment and spotters necessary to access Covered
Equipment; (f) repair of Covered Equipment for which replacement parts or components are no longer available due to obsolescence or end-of-product life; and
(g) replacement of Covered Equipment that is at the end-of-product life, obsolete, and/or is no longer supported by the manufacturer. Any repairs and/or
replacements that are excluded from the ESP shall be at Customer’s expense at ADT’s then-current time and materials rates.
1.3. Suspension for Non-Payment. ADT shall have the right to suspend ESP services until any nonpayment of Charges due under the Agreement is cured, in
addition to all other rights provided under the Agreement or by law.
Product-Specific Terms: Monitoring Services
3. Monitoring Services. The terms of this section and its subsections apply only to Recurring Service(s) for which ADT actively or passively monitors
(“Monitoring Services”) Customer’s alarm and/or surveillance systems (“System”). These Product-Specific Terms and Conditions apply in addition to the GTCs
and supersede any conflicting term of the GTCs.
3.1. Central Station Monitoring. For Monitoring Services, ADT will program the System to communicate with ADT’s or its applicable third-party’s monitoring
facility (“Central Station”). When the Central Station receives an alarm signal from a Premises (“Alarm Signal”), ADT will make reasonable efforts as described
herein to contact up to three (3) persons designated by Customer and, if appropriate under the circumstances and regulations, the applicable local AHJ. Such
efforts shall be subject to and consistent with local laws, any applicable requirements to verify certain Alarm Signals not to be false alarms, and ADT’s response
policies. Customer’s use of ADT’s Smart Alerts™ service, if any, is subject to the Smart Alerts™ Terms of Use, available at
https://www.adt.com/commercial/terms-of-use-smart-alerts. Laws and regulations designed to reduce false alarms may require attempts to verify an Alarm
Signal is not a false alarm prior to the AHJ dispatching a response, or in the absence of such confirmation, delay an AHJ dispatch. ADT shall have the discretion
to contact the applicable Premises to verify that the Alarm Signal is not a false alarm. ADT does not control the AHJ and does not guarantee that the AHJ will be
dispatched in event of an Alarm Signal. ADT IS NOT RESPONSIBLE FOR, AND SHALL HAVE NO LIABILITY FOR, THE MANNER IN WHICH AN AHJ
RESPONDS OR FAILS TO RESPOND TO AN ALARM SIGNAL. ADT may alter or discontinue any of its response policies without notice and in ADT’s sole and
absolute discretion. If the AHJ now or in the future requires physical, visual, or other verification of Alarm Signals before dispatching a response, Customer
agrees to subscribe to such service from ADT at Customer’s expense. Excessive monitoring activity beyond ADT’s reasonable control or requests for ADT to
remotely arm the System shall be subject to additional charges. Any custom or special instructions from Customer regarding ADT’s handling of Alarm Signals
are of no effect unless agreed to in writing by ADT, which ADT may reject in its sole and absolute discretion. Customer acknowledges and understands that
custom or special instructions for handling Alarm Signals may result in increased risk to Customer and the Premises.
3.2. Signal Transmission.
3.2.1. Transmission By Telephone. If the System is connected to the Central station by a traditional telephone connection, then Customer will provide a
traditional telephone connection to the Public Switched Telephone Network. This connection will have priority over any other telephone or equipment and shall
be within ten (10) feet of the System control panel. Customer acknowledges and agrees that its use of DSL, ADSL, digital phone, cellular radio, private radio,
voice over internet protocol (“VOIP”), or other internet-based phone services (“Non-Traditional Phone Services”) may cause interruptions to signal transmissions
to the Central Station, and that ADT does not recommend Non-Traditional Phone Services unless supplemented by a backup device. Customer will notify ADT
of any change from a traditional telephone connection to a Non-Traditional Phone Service, and Customer will test the System signal transmission to the Central
Station immediately upon such change. Customer authorizes ADT to request on Customer’s behalf any services or equipment from a telephone company or
other telecommunication provider providing signal transmission or reception services necessary for ADT to perform the Monitoring Services.
3.2.2. Transmission by Digital Communicator. If the System is connected to the Central Station by a digital communicator, Customer will provide a connection
via a registered telephone jack to a telephone channel required for the System. Such connection shall have priority over any other telephone or Customer
equipment and shall be within ten (10) feet of the System control panel. At Customer’s request and expense, ADT will provide such connection.
3.2.3. Transmission by Internet Protocol-Based Services. If the System is connected to the Central Station by an internet protocol-based service, then Customer:
(a) will maintain a 120V AC power supply for each device; (b) may be required to maintain a static IP address, and any changes to Customer’s IP address may
cause interruptions in signal transmission; (c) may be required to open port(s) on Customer’s firewall; and (d) has sole responsibility for configuring any
necessary the modems, routers, firewalls, switches, or hubs necessary to transmit the signals.
3.2.4. Customer Acknowledgment. Customer acknowledges and agrees that the Central Station cannot receive signals from the System if Customer’s
transmission mode becomes non-operational for any reason, including being cut, interfered with, or otherwise damaged, and that ADT shall not be responsible
for any interruption or failure of Customer’s mode of signal transmission outside of ADT’s control. Changes in government laws or regulations may require
modification or discontinuation of Customer’s signal transmission mode.
3.3. Video Services. Customer represents and warrants that: (a) the System is installed at Customer’s request for the safety and security of Customer’s
Premises, employees, and invitees, and for no other purpose; (b) the cameras and other recording or monitoring devices will be installed only in public areas
within the Premises, and will not be installed in or record any area where persons have a reasonable expectation of privacy, including but not limited to
bathrooms; (c) Customer will provide 120 AC power supply and adequate illumination under all operational conditions necessary for the proper operation of the
System; and (d) Customer will maintain an internet protocol-based service with no less than the ADT-recommended bandwidth and speed necessary for the
effective performance of the System. Customer is solely responsible for: (i) the placement, direction, and presence of the cameras; (ii) the transmission of the
images captured by the System; and (iii) the use of System or the images captured by the System by any person other than ADT, or ADT’s employees or agents.
3.3.1. For e-Secure Video Service. The camera(s) may provide live streaming video which may be viewed from your account on a computer with adequate
internet connectivity, or send video related to specific Alarm Signals which may be forwarded to your e-mail account or mobile device. Customer is responsible
for providing the equipment and internet connection necessary to access the e-Secure Video service ADT will not receive or store these video recordings.
Customer agrees and understands that e-Secure notifications are an addition to, and not a replacement of, professional monitoring services. ADT is not
responsible for any Losses resulting from Customer’s response or lack thereof to any e-Secure notification.
3.3.2. For Video Verification Service. The System may be configured to send images to an alarm operator for verification of video images directly associated
with heat, burglary, panic, or critical condition alarm signals. Customer agrees and understands that ADT will access and view Customer’s images and other data
captured by the System. Customer understands and acknowledges the inherent limitations associated with visual verification, including but not limited to (a)
inadequate illumination in the viewing area, (b) physical obstructions blocking a camera’s view, and (c) inadequate receipt, clarity, placement, or quality of the
images. ADT does not guarantee that viewing the images transmitted by the System will result in effective visual verification of Alarm Signals.
3.3.3. For Remote Tours. An alarm operator will review video images generated by the System, at regular intervals and upon conditions as set forth in the
Agreement or otherwise agreed by the Parties in writing.
3.4. Radio/Cellular Service.
3.4.1. For Cellular Backup Service. If the Agreement includes cellular backup service, ADT will install and connect a radio or cellular transmission device to the
System as a backup communication link to the Central Station if Customer’s primary communication link to the Central Station is disrupted.
3.4.2. For Primary Cellular Service. If the Agreement includes primary cellular service, ADT will install and connect a radio or cellular transmission device to the
System as the System’s sole communication link to the Central Station.
3.4.3. Customer Acknowledgement. Customer acknowledges and agrees that: (a) there may be times when cellular backup and primary cellular services will be
unable to acquire, transmit, or maintain an alarm signal; and (b) radio or cellular frequency transmissions may be impaired or interrupted by a variety of
conditions beyond ADT’s control, including but not limited to weather events and power failures. Customer acknowledges that ADT recommends a backup
means of communication to the Central Station.
3.4.4. FCC Requirements. Changes in rules, regulations, or policies of the FCC and other AHJs may require discontinuation or modification of some or all
Monitoring Services. If Customer’s cellular or radio transmitter malfunctions, it could interfere with the proper operation of the entire network communicating with
the Central Station and other communications transmissions. FCC regulations require that ADT or its contractors or designees have immediate access to
Customer’s transmitter in the event of such a malfunction. Customer agrees to permit immediate access to the malfunctioning equipment in such an event. If
Customer fails or refuses to provide such access, then ADT shall be entitled to emergency injunctive relief permitting access to either repair or remove the
transmitter, or take such other steps as are appropriate under the circumstances, and Customer agrees to pay ADT’s expenses, including reasonable attorneys’
fees, incurred in connection with such proceedings.
3.5. Wireless Devices. Customer acknowledges that wireless devices, including but not limited to wireless local area network (WLAN) or WiFi networks and
paths, and wireless motion detectors, smoke detectors, door and window contacts, and other wireless devices (“Wireless Devices”) are not physically connected
to the System and require a radio frequency network or path to operate. Wireless Devices will not operate, and the System will not sound an alarm, if the radio
frequency network or path becomes impaired or interrupted for any reason. Customer is solely responsible for maintaining, inspecting, and regularly testing all
networks and paths necessary for the proper operation of the Wireless Devices.
3.6. Direct Connect Services. If Customer requests direct connect services, ADT will install a direct connection between the System and the applicable police or
fire department(s) identified by Customer. Alarm signals transmitted through direct connect services will be monitored by the applicable police or fire department
(s), which are not ADT’s agents or under ADT’s control. ADT will not monitor Systems connected through direct connect services. Customer agrees that ADT
shall have no responsibility for, or liability resulting from, the AHJ’s monitoring of such Systems.
3.7. Vault Protection. If any vault is covered by Monitoring Services, then Customer represents and warrants that each such vault has the minimum construction
characteristics prescribed by the Underwriters’ Laboratories, Inc. Customer agrees to test any ultrasonic, microwave, capacitance, or other electronic equipment
designated in this Agreement prior to setting the equipment for closed periods according to procedures established from time to time by ADT, and to notify ADT
promptly if such equipment fails to respond to the test.
3.8. System Maintenance. Monitoring Services do not include testing, operation, or maintenance of the System; however, Customer can purchase an Extended
Service Plan for ADT to perform these services. Except to the extent included in an Extended Service Plan Customer purchases from ADT, Customer is solely
responsible for testing the System and maintaining, operating, and testing all components of the System in accordance with the manufacturer’s
recommendations. Except as expressly provided in this Agreement, ADT has no responsibility for the performance of the System.
3.9. eSuite. ADT may provide Customer with access to eSuite, ADT’s online portal for Monitoring Services account management. ADT may modify, temporarily
suspend access to, or permanently discontinue eSuite or any of its functionality at any time, in ADT’s sole discretion. If Customer is provided access to eSuite,
Customer agrees to use eSuite to make Monitoring Services account management changes, including but not limited to editing contact lists, access codes, site
schedules, testing systems, confirming system activation, and other administrative functions. Customer may be subject to additional per-activity charges if
Customer requests ADT personnel perform Monitoring Services account management activities that are available to be made by Customer in eSuite.
3.10. Underlying Casualty Indemnity. In addition to and without limiting the indemnification obligations set forth in the GTCs, Customer shall indemnify and hold
ADT and its affiliates, parents, directors, employees, agents, and officers harmless from any and all Losses incurred from third-party claims arising from or
related to any casualty (including but not limited to damage to property, injury to persons, or death, caused by fire, burglary, unauthorized intrusion, assault, or
other similar event) occurring at Customer’s Premises, which are based in whole or in part upon the Monitoring Services failing to detect, prevent, warn of,
terminate, or mitigate damages resulting from the casualty, including Losses based upon claims of ADT’s negligence.
3.11. Limitation and Warranty Exclusion. Insurance reflected on any certificate of insurance does not cover Monitoring Services. IN LIMITATION OF SECTION 3
OF THE GTCS, ADT MAKES NO WARRANTY, EXPRESS OR IMPLIED, IN CONNECTION WITH ANY MONITORING SERVICES.
Signatures
IN WITNESS HEREOF, Customer and ADT have caused this Agreement to be executed by their duly authorized representatives below.
Customer Signature ADT Authorized Manager
© 2023 ADT Commercial LLC. All rights reserved. The product/service names listed in this document are marks and/or registered marks of their respective
owners and used under license. Unauthorized use strictly prohibited. License information available at www.adt.com/commercial/licenses.
rev 202307
Defcon Products, LLC.
327 Rio Terra
Venice, FL 34285 US
+1 9782868855
info@teacherlock.com
www.teacherlock.com
Estimate
ADDRESS SHIP TO ESTIMATE 1312
Jennifer Parker Jennifer Parker DATE 12/31/2023
The GLOBE Academy, Inc. The GLOBE Academy, Inc.
4105 Briarcliff Road NE 4105 Briarcliff Road NE
Atlanta, GA 30345 USA Atlanta, GA 30345 USA
QTY PRICE AMOUNT
TeacherLock II 80 299.00 23,920.00
TeacherLock II Complete including installation kit and 1 bully-proof activator,
works on inswing, outswing, left-hand, right hand, wood or metal doors and
frames. Note: for single operation unlocking, door must have a lever-style
door opener.
Emergency Responder Key 5 50.00 250.00
Outside Door Key for Emergency Personnel
Activator, Spare 15 18.00 270.00
Spare activator key for TeacherLock for admins, assistant teachers, etc.
T40 Torx Security Screws for Emergency Keyhole 80 0.00 0.00
TL-II Jig 2 0.00 0.00T
TeacherLock II Jig Kit with Pin set to Position 3
TL2 Instructions 1 0.00 0.00
Shipping 8 0.00
USPS Cubic Priority Mail
When ready to order, kindly let us know from the inside of the door if the lock SUBTOTAL 24,440.00
will be mounted on the left or right hand side.
5% direct from manufacturer discount. DISCOUNT 5% -1,222.00
TAX 0.00
SHIPPING 120.00
TOTAL $23,338.00
Accepted By
Accepted Date
Page 1 of 1
Proposal prepared for:
INTL. COMMUNITY SCHOOL
Presented by:
Jeffrey Dezenski
612-799-8723 | 1/26/2024
Sales Agreement ID: 891792998
Proposal pricing is valid for 30 days
Friday, January 26, 2024
INTL. COMMUNITY SCHOOL
2418 WOOD TRAIL LANE, ATTN: TAMESHA SQUIRE,
DECATUR, GA 30033
Thank you for allowing us the opportunity to provide you with a proposal for your system. I am pleased to
propose a cost effective solution for your organization that will allow you to help mitigate your risks and
reduce losses.
At ADT Commercial, we pride ourselves in providing our commercial customers with attentive service, proven
security solutions, and the highest level of professional installation and monitoring.
I look forward to discussing this proposal with you. Should you have any questions, please do not hesitate to
contact me.
Sincerely,
Jeffrey Dezenski
612-799-8723 / jdezenski@adt.com
Equipment and Investment Statement for: CCTV Client Software upgrade
Site Information: INTL. COMMUNITY SCHOOL- BURG, 2418 WOOD TRAIL LN, DECATUR, GA 30033
Theory of Operation:
Upgrade WRT-P-5201 server to latest WAVE VMS client software
Confirm remote viewing and VMS download capabilities
Existing Equipment List:
Quantity Description
1 Mini-Tower Form Factor Wisenet WAVE NVR, 4 Prof Licenses, 36TB Raw, 470Mbps, 3
HDD, Gen12 Intel Core i5, 16GB RAM, 256GB SSD, Ubuntu Linux 20.04LTS, 2 Display
Output, 550W Power Supply, Keyboard/Mouse
Summary of Charges for: CCTV Client Software upgrade
Installation Price $533.33
Total Installation Price* $533.33
Total Monthly Recurring Services Charges* $0.00
*Plus applicable tax
Schedule of Values Bill Upon Completion Total Contract Value at Final Acceptance
Proposal pricing is valid for 30 days
Equipment and Investment Statement for: Additional cameras on system
Site Information: INTL. COMMUNITY SCHOOL- BURG, 2418 WOOD TRAIL LN, DECATUR, GA 30033
Theory of Operation:
Add (8) cameras and licenses to system
Additional POE switch required at NVR rack for new cameras. Tech to insure all cameras are on separate switches from school
switches
Camera 1 located by K-2 door facing toward cafeteria and entry
Camera 2 located by 3-5 door facing toward the office
Camera 3 located in 3-5 hallway midway down for best view in each direction
Camera 4 located in K-2 hallway midway down for best view in each direction
Camera 5 located at K-2 exit towards the trailers with view of trailer entry and picnic tables
Camera 6 located at K-2 exit towards open yard with view of yard
Camera 7 located at K-2 exit with view of walkway to Gym
Camera 8 located at Gym with view of parking on side where there is no coverage currently
Lift Required for running cable from the Gym office POE switch to the new camera location on the side of the Gym
Install new dedicated POE switch for cameras in Gym office. Work with IT company to isolate through network to NVR
Confirm all views with customer contact, Rob Prince, and adjust as needed
Equipment List:
Quantity Description
2 5MP MINI NTWK ID DOME CAM,2.8M
4 5Mp @ 30Fps,Od Bullet Cam
2 2MP x 2CH Multi-directional Camera, 3-6mm(2x)
Motorized Varifocal, 75 Deg Tilt Angle,
Pan/Tilt/Rotate, WiseNR, WiseStreamII,
extremeWDR (150dB)
1000 23/4PR CAT6+ CMR 1M RL WHT
1 ***WAVE Professional License. Enables eight (8) IP
stream recording, includes life-time SW upgrade.
No
1 8-PORT GIG SWITCH POE + 30W
1 16-PORT/ GIGABIT/ POE+/ 246WAT TS
4 IR Bullet Camera Back box
Recurring Services:
Description Amount
Service Plan $80.00
Sub Total Monthly Charge: $80.00
Summary of Charges for: Additional cameras on system
Installation Price $12,682.34
Total Installation Price* $12,682.34
Total Monthly Recurring Services Charges* $80.00
*Plus applicable tax
Schedule of Values 30/50/20 30% of Contract Value Upon Contract Acceptance
50% of Contract Value at Progress Billing
20% of Contract Value at Final Acceptance
Proposal pricing is valid for 30 days
Equipment and Investment Statement for: Additional camera on drive behind
Site Information: INTL. COMMUNITY SCHOOL- BURG, 2418 WOOD TRAIL LN, DECATUR, GA 30033
Theory of Operation:
Install new 8MP camera next to existing camera on end of 3-5 building
Camera 9 to view drive toward back of gym and focus on license plates
Existing camera to be redirected toward entry gate of drive
Confirm views with customer
No lift required. Ladder can be used
Equipment List:
Quantity Description
300 23/4PR CAT6+ CMR 1M RL WHT
1 4K AI IR Bullet Camera, 3.2-10.2mm Motorized
Varifocal Lens, White, Max 8MP Res, Max 30fps,
H.265/H.264/MJPEG, Day & Night (ICR), WDR
(120dB), IP66/IK10, Q-Series
1 ***WAVE, 1X IP CAMERA LICENSE
Recurring Services:
Description Amount
Service Plan $14.00
Sub Total Monthly Charge: $14.00
Summary of Charges for: Additional camera on drive behind
Installation Price $2,163.99
Total Installation Price* $2,163.99
Total Monthly Recurring Services Charges* $14.00
*Plus applicable tax
Schedule of Values Bill Upon Completion Total Contract Value at Final Acceptance
Proposal pricing is valid for 30 days
Investment Summary
Summary of Charges for: CCTV Client Software upgrade
Installation Price $533.33
Total Installation Price* $533.33
Total Monthly Recurring Services Charges* $0.00
*Plus applicable tax
Proposal pricing is valid for 30 days
Summary of Charges for: Additional cameras on system
Installation Price $12,682.34
Total Installation Price* $12,682.34
Total Monthly Recurring Services Charges* $80.00
*Plus applicable tax
Proposal pricing is valid for 30 days
Summary of Charges for: Additional camera on drive behind
Installation Price $2,163.99
Total Installation Price* $2,163.99
Total Monthly Recurring Services Charges* $14.00
*Plus applicable tax
Proposal pricing is valid for 30 days
Total Proposal Option
Installation Price $15,379.66
Total Installation Price* $15,379.66
Total Monthly Recurring Services Charges* $94.00
*Plus applicable tax
Proposal pricing is valid for 30 days
If ADT and Customer are parties to a mutually signed, written agreement, then the terms of that agreement
control. If ADT and Customer are not parties to a signed contract, then the scope of work and prices set forth
above are based upon and subject to the ADT Commercial Terms and Conditions ("Terms") available at
https://www.adt.com/commercial/terms-and-conditions. Any modifications to the Terms may result in pricing
changes. Any other terms and conditions are rejected by ADT Commercial LLC unless in a document signed by
an authorized representative of ADT Commercial LLC.
© 2024 ADT Commercial LLC. All rights reserved. The product/service names listed in this document are marks and/or registered marks of their
respective owners and used under license. Unauthorized use strictly prohibited. License information available at www.adt.com/commercial/licenses.
Driveways , parking lots and ESTIMATE
EST0365
private roads
DATE
Asphalt paving and sealcoat
07/06/2023
Business Number 7702943834 kenny H
Paving & crack sealant TOTAL
Patching and sealcoat USD $12,400.00
Dirt and hauling
7702943834
dianahallmark186@gmail.com
TO
International School
+14042290136
georgette.bell@icsgeorgia.org
DESCRIPTION RATE QTY AMOUNT
Saw cut and remove handicap ramp area and cut into grass and side walk $9,300.00 1 $9,300.00
area
Remove and haul off all concrete debris
Blow and clean area and patch back using hot asphalt and roll pack
approximately 20 ft out from ramp
Saw cut area at front of side drive approximately 3-4 ft wide and all the
way across the street approximately 30-35 ft wide
Add two parallel handicaps as discussed obviously
Black out the two existing handicaps
Add arrows on new construction area
Material deposit on start day balance on completion
Please discuss with owner
DESCRIPTION RATE QTY AMOUNT
Saw cut two areas with tree roots $3,100.00 1 $3,100.00
Approximately 12x27 rectangle cut
And 4x22 in diagnol cut
Both areas near car rider as discussed
Remove debris and tree roots
Haul off debris
Patch back areas as mentioned using hot asphalt and roll to compaction
If able no heavy traffic for 72 hours
TOTAL USD $12,400.00
DATE SIGNED
07/25/2023
Material deposit of 50% upon start day $6,200
Balance on completion $6,200
Checks payable to : Hallmark Enterprise of Ga llc
12month limited warranry
On labor does not include materials
Please view our other estimates to verify warrany terms has not changed
By signing this proposal all parties agree to terms and conditions ,
credit card payments will have a fee of 3.75 % added to total
Quotation
Your Company Slogan
DATE 6/29/2023
7073 Henry Harris Road / 1877 Scott Futrell Drive Quotation # 6/29/2023
Lancaster, SC 29720 / Charlotte, NC 28208 Customer ID Leslie
803.233.3461
Quotation For: Sharonda Frazier Quotation valid until: 7/14/2023
Prepared by: Dan Whigham
404.229.0136
International Community School
2418 Wood Trail Lane
Decatur GA 30033
Comments or Special Instructions: Installation is separate. We recommend Solar Installation Services 803-246-2535
PROJECT MGR Earliest Ship Date: SHIPPING: SHIP VIA F.O.B. POINT TERMS
Poles 12 weeks ,
SAIA check
lights in stock
QUANTITY ITEM # DESCRIPTION UNIT PRICE AMOUNT
19200 LUMENALL-IN-ONE SOLAR LIGHTING
SOLUTION. ADJUSTABLE LIGHT BARS TO 50
DEGREES. EXTRUDED ALUMINUM HOUSING,
5 STEALTH 120-21 POWDER-COATED TO RESIST SALTWATER $1,300.00 $ 6,500.00
ENVIRONMENTS. UP TO 50 FOOT DUAL 2
MOTION SENSORS BUILT IN BOTH SIDES OF
LIGHT BAR
20 Foot Square Straight Steel, 5x5, 11 gauge,
5 SSS20B5-4 Anchor Base pole, T204 tenon, P571 Black , $1,210.00 $ 6,050.00
mounting bolts
1 FREIGHT $600.00 $ 600.00
SUBTOTAL $ 13,150.00
TAX RATE
THANK YOU FOR YOUR BUSINESS! SALES TAX -
OTHER $ -
TOTAL $ 13,150.00
If you have any questions concerning this quotation, Dan Whigham at 704.506.2154 or dan@solarlightingitl.com
Flock Safety + GA - The Museum
School
______________
Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
______________
MAIN CONTACT:
Katie Koma
katie.koma@flocksafety.com
4045122220
Created Date: 01/02/2024
Expiration Date: 01/27/2024
Quote Number: Q-58782
PO Number:
Budgetary Quote
This document is for informational purposes only. Pricing is subject to change.
Bill To: 923 Forrest Boulevard Decatur, Georgia 30030 Ship To: 923 Forrest Boulevard Decatur, Georgia 30030
Billing Company Name: GA - The Museum School Subscription Term: 24 Months
Billing Contact Name: Payment Terms: Net 30
Billing Email Address: Retention Period: 30 Days
Billing Phone: Billing Frequency: Annual Plan - First Year Invoiced at Signing.
Hardware and Software Products
Annual recurring amounts over subscription term
Item Cost Quantity Total
Flock Safety Platform $9,000.00
Flock Safety Flock OS
FlockOS ™ Included 1 Included
Flock Safety LPR Products
Flock Safety Falcon ® Included 3 Included
Professional Services and One Time Purchases
Item Cost Quantity Total
One Time Fees
Flock Safety Professional Services
Professional Services - Standard
$650.00 3 $1,950.00
Implementation Fee
Subtotal Year 1: $10,950.00
Annual Recurring Subtotal: $9,000.00
Estimated Tax: $0.00
Contract Total: $19,950.00
Taxes shown above are provided as an estimate. Actual taxes are the responsibility of the Customer. This is not an invoice – this document is a non-binding proposal
for informational purposes only. Pricing is subject to change.
Billing Schedule Amount (USD)
Year 1
At Contract Signing $10,950.00
Annual Recurring after Year 1 $9,000.00
Contract Total $19,950.00
*Tax not included
Product and Services Description
Flock Safety Platform Items Product Description
Flock Safety Falcon ® An infrastructure-free license plate reader camera that utilizes Vehicle Fingerprint® technology to capture vehicular attributes.
One-Time Fees Service Description
Installation on existing One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling
infrastructure in accordance with the Flock Safety Advanced Implementation Service Brief.
Professional Services - One-time Professional Services engagement. Includes site and safety assessment, camera setup and testing, and shipping and
Standard Implementation Fee handling in accordance with the Flock Safety Standard Implementation Service Brief.
Professional Services - One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling
Advanced Implementation Fee in accordance with the Flock Safety Advanced Implementation Service Brief.
FlockOS Features & Description
Package: Community
FlockOS Features Description
Access to all privately owned Flock devices within your jurisdiction that have been shared with
Community Cameras (Full Access)
you.
Unlimited Users Unlimited users for FlockOS
Time & Location Based Search Search full, partial, and temporary plates by time at particular device locations
License Plate Lookup Look up specific license plate location history captured on Flock devices
Search footage using Vehicle Fingerprint™ technology. Access vehicle type, make, color, license
Vehicle Fingerprint Search plate state, missing / covered plates, and other unique features like bumper stickers, decals, and
roof racks.
Flock Safety’s maps are powered by ESRI, which offers the ability for 3D visualization, viewing of
floor plans, and layering of external GIS data, such as City infrastructure (i.e., public facilities,
ESRI Based Map Interface
transit systems, utilities), Boundary mapping (i.e., precincts, county lines, beat maps), and Interior
floor plans (i.e., hospitals, corporate campuses, universities)
Alert sent to any shared community Law Enforcement agency when a vehicle entered into the
Real-Time NCIC alerts sent to Shared Agencies
NCIC crime database passes by a Flock camera
Ability to add a suspect’s license plate to a custom list and get alerted when it passes by a Flock
Unlimited Custom Hot Lists
camera
Entertainment Technology, Inc LTS Quote Ph1
155 Atlanta Highway Quote Job #1298
Gwinnett County
Loganville, Georgia 30052 Issued on May 15, 2023
United States
(770) 554-9611
contact@etihometheaters.com
www.entertianmenttechnologyinc.com
Client Site Address Prepared By
Tapestry Public Charter School 3130 Raymond Drive Andrew Terrell
ppatel@tapestrycharter.org DeKalb County andy@etihometheaters.com
Doraville, Georgia 30340
(470) 268-6403 United States
Overview
For the first phase, Entertainment Technology (ETI) will replace your existing DVR system with two 64-channel hybrid
DVR/NVRs that will allow us to connect your existing cameras. This will allow us to bring the camera to one VMS. ETI will
then check all cameras for functionality. ETI will clean, aim, and focus them. If cameras need to be moved, ETI will move
them within the current cable length. The repair or replacement of any cameras is excluded from this proposal and will
be quoted separately.
TVI Take Over
ITEM QTY UNIT PRICE TOTAL
ETIClient CL-CAM-Gen CLIENT SUPPLIED 25 $0.00 $0.00
LTS LTD8432M-ST, Platinum 1 $1,339.74 $1,339.74
Western Digital WD121PURP 4 $297.80 $1,191.20
Total 30 $1,637.54 $2,530.94
Analog Take Over
ITEM QTY UNIT PRICE TOTAL
ETIClient CL-CAM-Gen CLIENT SUPPLIED 27 $0.00 $0.00
LTS LTD8432M-ST, Platinum 1 $1,339.74 $1,339.74
Western Digital WD121PURP 4 $297.80 $1,191.20
Total 32 $1,637.54 $2,530.94
10/12/2023 LTS Quote Ph1 V3 Page 1 of 2
Summary
Product $5,061.88
Labor $9,706.66
Adjustment $590.74
Subtotal $15,359.28
Tax $0.00
Total Price $15,359.28
Payment Terms
DESCRIPTION BILLING DATE DUE DATE AMOUNT
Deposit (50%) $7,679.64
Upon Completion (50%) $7,679.64
Signature Date
10/12/2023 LTS Quote Ph1 V3 Page 2 of 2
Quote CFE-14008 - 01/23/2024 - Page 1 of 4
CLIFF'S FIRE EXTINGUISHER
CO., INC.
311 Bell Park Drive, Woodstock, GA 30188
Phone: 770-591-5271 Fax: 770-591-4033
Proposal
To: Tapestry Public Charter School 1/23/24
Date:
3130 Raymond Drive, Atlanta, GA Proposal
Address: CFE-14008
30340 No:
Site Tapestry Public Charter School, 3130 Raymond Drive,
ATTN:
Address: Atlanta, GA 30340
We propose to provide the following scope of work as described below at the above location for the sum of $16,600.00.
SCOPE OF WORK
Replace 160 feet of leaking pipe.
The owner will provide a unrestricted lift for our use.
20% Payment due prior to drawings and permits
30 % Payment due prior to materials purchase
25% Payment due upon completion of 50% of labor
25% Payment due prior to successful sprinkler inspection.
TERMS: 20% prior to drawings/permits
30% prior to materials purchase
25% upon completion of 50% labor
15% prior to calling FM for sprinkler inspection
10% upon successful sprinkler inspection
We reserve the right to send partial billings for projects based on work completed. Payment due according to agreed upon
terms.
Customer is responsible for providing access to all areas. All Return Trips related to lack of access will be subject to a
minimum service fee of $300.00, depending upon distance and services provided.
EXCLUDED FROM OUR WORK IS: Backflow preventer, painting, prepping pipe for painting, patching, alarms, wiring of alarms,
cutting and patching floors, drives and walls, freeze protection. All doors, wall and equipment that must be removed and/or
reinstalled. This work must be completed by someone else. No seismic protection required, assumes adequate water.
This price subject to revision if not accepted within thirty (30) days (2/22/24). We thank you for the privilege of submitting this
proposal.
Respectfully,
Cliff's Fire Extinguisher Co.
By: Louie Lincoln
Sprinkler Manager
Purchaser's written execution of this proposal shall constitute acceptance thereof and shall be deemed to form a written
contract between the parties that specifically includes all terms and conditions set forth in this agreement, including items 1 - 16
in the terms and conditions listed below.
____________________________________
COMPANY
ACCEPTED BY ____________________________________
(PRINT)
____________________________________
TITLE
____________________________________
SIGNATURE
____________________________________
DATE
Quote CFE-14008 - 01/23/2024 - Page 2 of 4
Quote CFE-14008 - 01/23/2024 - Page 3 of 4
PROPOSAL TERMS AND CONDITIONS
1. Systems Installation - Purchaser shall furnish all necessary facilities for performance of the work by CLIFFS FIRE
EXTINGUISHER CO, including site access, adequate space for storage and handling of material, light, water, heater, local
telephone, watchman, crane, elevator service (if available), and all necessary permits. Except where dry pipe or anti-freeze
type system is installed, Purchaser shall supply and maintain sufficient heat to prevent freezing of system. Purchaser shall
furnish all necessary plans, specifications, drawings, contract documents, project schedules, or any revisions thereto to
CLIFFS FIRE EXTINGUISHER CO.
2. System Alignment - Purchaser agrees that the sprinkler heads with piping concealed above ceiling tile, are to be located and
aligned symmetrically within normal fabrication and installation tolerances to be established by CLIFFS FIRE EXTINGUISHER
CO. Unless otherwise agreed in writing, Purchaser agrees sprinkler heads are not required to be centered in suspended ceiling
tile (center of tile), and that precise location of sprinkler heads shall be determined by CLIFFS FIRE EXTINGUISHER CO.
3. Excavation - When CLIFFS FIRE EXTINGUISHER CO does excavations, if water, quicksand, rock or other unforeseen
obstructions are encountered or shoring is required, Purchaser shall pay for, as an extra to the contract price, the additional
expense involved. All underground installations are based on four feet maximum bury and any greater depth will be an extra to
the contract price.
4. Damage - While employees of CLIFFS FIRE EXTINGUISHER CO will exercise reasonable care in the performance
hereunder, CLIFFS FIRE EXTINGUISHER CO shall be under no responsibility for loss or damage due to the character,
condition or use of foundations, walls or other structures not erected by it or resulting from excavation in proximity thereto, nor
for damage resulting from concealed piping, wiring, wiring fixtures or other equipment or condition of water pressure. All
shoring or protection of foundations, walls or other structures subject to being disturbed or any excavation required hereunder,
shall be the responsibility of the Purchaser unless otherwise specified. Purchaser warrants the sufficiency of the structure to
support the sprinkler system and its related equipment (including tanks).
5. Changes in Scope of Work - All installation will be made in accordance with a survey by CLIFFS FIRE EXTINGUISHER CO
of the premises based on the present or proposed type of occupancy. If any changes in said system are required by any
change in type of occupancy, or by obstructions not in position when said survey was made, or not indicated on plans
furnished to CLIFFS FIRE EXTINGUISHER CO or by reasons of any alterations of, or additions to extensions to said
premises, Purchaser agrees to pay to CLIFFS FIRE EXTINGUISHER CO any additional cost in performing this contract.
6. Delay - If CLIFFS FIRE EXTINGUISHER CO is delayed at any time in performing its work by an act or neglect of the
Purchaser, an architect, engineer, building official / inspector or third party or by labor disputes, fire, unusual delay in
deliveries, weather, other Acts of God, unavoidable casualties or other causes beyond CLIFFS FIRE EXTINGUISHER COs
control, then the time for CLIFFS FIRE EXTINGUISHER CO to perform its work shall be extended a reasonable period of time.
Under no circumstances shall CLIFFS FIRE EXTINGUISHER CO be liable for direct or indirect damages for any delay in
performing its work.
7. Working Hours - All installation work will be performed during normal working hours. If Purchaser shall require any overtime
labor, Purchaser agrees to reimburse CLIFFS FIRE EXTINGUISHER CO for the overtime premium for same with the next
billing of CLIFFS FIRE EXTINGUISHER CO to Purchaser. CLIFFS FIRE EXTINGUISHER COs normal hours are 7:30 a.m. to
5:30 p.m., Monday thru Thursday.
8. Warranty - CLIFFS FIRE EXTINGUISHER CO agrees that for a period of one (1) year after completion of the installation of
CLIFFS FIRE EXTINGUISHER COs work or substantial completion of the project, whichever shall first occur, it will make, at
its expense, all repairs to its own work made necessary by defective materials or workmanship. This obligation shall not apply
to any installation work that has been altered or utilized in a manner not approved by CLIFFS FIRE EXTINGUISHER CO or
subjected to accidents, negligence, abuse, misuse, unauthorized use, improper maintenance or damage through no fault of
CLIFFS FIRE EXTINGUISHER CO.
9. Liability - All loss or damage for any cause (not the fault of CLIFFS FIRE EXTINGUISHER CO) to the materials, tools,
equipment, work or workmen of CLIFFS FIRE EXTINGUISHER CO or its agent or subcontractors while in or about the
premises of the Purchaser shall be borne and paid for by the Purchaser. The Purchaser shall provide and maintain insurance
to protect the project and CLIFFS FIRE EXTINGUISHER COs work from any kind of peril of physical loss and shall cause
CLIFFS FIRE EXTINGUISHER CO to be named as an additional insured under this insurance policy.
10. Bonds - CLIFFS FIRE EXTINGUISHER CO shall furnish to Purchaser, within ten (10) days of written demand, copies of
all required bonds which provide coverage for materials delivered or furnished and labor performed at the project site (these
bonds to be paid for by Purchaser), however, the bonds will not be transmitted to the Purchaser until an executed contract is
received by CLIFFS FIRE EXTINGUISHER CO.
11. Assignment by Purchaser - This proposal may not be assigned by Purchaser without written consent of CLIFFS FIRE
EXTINGUISHER CO.
12. Terms of Payment - Invoices will be rendered representing the value of materials delivered to the site and work performed.
All such invoices are payable in full within thirty (30) days. 2% interest per month will be added to past due invoices. If payment
is not received in full by the 51st day, the unpaid amount will be subject to an additional 20% collection fee.
13. Revocation of Bid - This bid is revocable at any time prior to signed acceptance by the Purchaser.
14. Default - In case of default by Purchaser, CLIFFS FIRE EXTINGUISHER CO may declare the contract price or all unpaid
installments thereof to be immediately due and payable (whether or not said installation shall have been completed), or may
enter said premises and shut off the water from said system or remove all or any portion of the same. All such remedies of
CLIFFS FIRE EXTINGUISHER CO are cumulative. Default by Purchaser shall consist of; failure to pay any monthly invoice
when due, no demand being necessary or any act of omission on the part of the Purchaser whereby CLIFFS FIRE
EXTINGUISHER CO is prevented from completion of said installation, or receivership, bankruptcy, assignment for the benefit
of credits or any other form of insolvency proceedings by or against Purchaser or in case said premises or said system shall be
attached, liened or seized by process of law and such attachment or lien shall not be vacated or seizure terminated within ten
Quote CFE-14008 - 01/23/2024 - Page 4 of 4
(10) days after its occurrence. Should the contract price or any portion thereof, not be paid as set forth above, then Purchaser
agrees to pay all costs, including reasonable attorney’s fees, incurred by CLIFFS FIRE EXTINGUISHER CO as a
result thereof and is not conditioned upon suit actually being filed.
15. Legal Action - Purchaser and CLIFFS FIRE EXTINGUISHER CO agree that venue and jurisdiction for any suit or other
legal action under this purchase order shall lie in CherokeeCounty, Georgia and further agree that any suit or other legal action
under this proposal shall be filed in a state court located in CherokeeCounty, Georgia.
16. Conflicts - It is expressly agreed there are no promises, agreements or understandings not set forth in this proposal and
the proposal supersedes all prior negotiations, representations or agreements, either written or oral. In the event of a variance
or conflict between any contract, agreement, plan, specification, drawing or other contract document and this proposal, then
the terms of this proposal shall govern and take precedent over such conflicting term.