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Chillicothe & Ross County Public Library

Prepared for:

Chilicothe & Ross Meeting Room Audio Upgrade

We have prepared a quote for you

Quote # GP001001Version 3

CJ [email protected]

90 N. ProspectAkron, OH 44304www.mys3tech.com330-648-5408

Chillicothe & Ross County Public LibraryCJ Stephens140 S. Paint St.Chillicothe, [email protected]

Dear CJ,

Monday, July 01, 2019

S3 Technologies is a full service technology company focused in the areas of security, audio/video and networks for commercial and residential customers.

We are relentless in our quest to be the best technology service provider, period. We are committed to a long term relationship with our customers and will partner with you to help you succeed!

Quick response times as well as fast, outstanding service and customer support are our Number One priorities at S3!

Thank you for this opportunity to earn your business! Our team looks forward to serving you and your organization!

George PilnyTechnical ConsultantS3 Technologies LLC (AKR)

of 14Quote #GP001001 v3


Statement of Work

S3 Technologies will provide the following services and products:

New 42 U Floor standing rack to be delivered and installed

Upgrade existing audio system with new speakers and AMP

Install and connect Rack mounted Bluray with RS232

Wireless mic system will tie into AMP system wit audio ducking

Connection plate for use by PC including HDMI, VGA and 3.5mm

Replace existing speakers with new

Front speakers will be in ceiling speaker

Rear speakers will be on wall speakers

Install new Rack system with glass door

replace existing projector with new projector, if possible we will re-use the existing mount but I have added a projector mount to the quote in case its needed HDMI is already in place

**** Client Notes****

This quote does not include having to wire any speakers or projection system, this wiring is in place already per information from the customer. If additional work/wiring is required we will provide a separate quote prior to completing the work.Client is building out a closet for us to install a floor standing 42 U rack



Products

Item Description Price Qty Ext. Price

AVE-AMP-EMXIAMP

4K HDMI Audio Extractor with Audio Amplifier, RS-232 and IP

4K HDMI audio extractor with EDID managementBuilt-in 50 watt audio amp for direct connection to 8 Ohm speakers (25 watts/channel)Audio input for connecting line-level audio inputs (e.g. wireless microphones).Control via, front panel, RS-232, digital pot (rotary encoder), Webpage or TelnetHDMI Ducking (when Line input is detected, HDMI sound volume in the mix is automatically lowered)Primary RS-232 port for device control

$450.00 1 $450.00

AVE-MAT-SC3H Multi-Format Presentation Switcher and RS-232 Controller

Two HDMI inputs and 1 VGA input with 3.5mm AudioManual or automatic input selection based on video detectionControl via front panel buttons, optional external keypad, or RS-232RS-232 port can control auxiliary devices (such as projector power on/off)Manual or Automatic power control command.EDID management

$408.48 1 $408.48

AVE-SSR-UIIP8DP Programmable 8-button IP Keypad Wall Plate with PoE

Single gang decora wall plate with 8 programmable buttonsConvenient for wall plate control AV systems in conference rooms, classrooms, factory floors, and machine control.Supports IEEE802.3af PoERugged and durable housing design perfect for easy installationSends TCP/Telnet commands, controls a relay contact, and has an internal webpage GUIAdjustable LED brightness and color for each button

$295.00 1 $295.00

DN500BDMKIIXUS

Rack Mounted Bluray $478.80 1 $478.80

ES-500-AW-DVC-6-WHT

Episode Wall mounted 6" White speakers (Pair)

ES-500-AW-DVC-6-WHT

$155.90 1 $155.90

ES-550T-IC-8 Episode In Ceiling Speakers White (PAIR)

ES-550T-IC-8

$233.13 1 $233.13



Products


AT-MIC-S10W Audio-Technica Handheld Wireless Mic System

Dynamic Receiver, Handheld Mic Transmitter• Advanced dipole antenna system• AA battery operation on transmitters• Up to eight channels may be used together• Three levels of diversity assurance: Frequency Diversity, Time Diversity & Space Diversity.

$300.00 1 $300.00

SR-AV-CAB-42U-30IN

Racks, Floor-standing

StrongTM 42U Premium Audio Video Enclosure

$2,499.95 1 $2,499.95

AVE-PRO-MH750 DLP 1080p 4,500 Lumen Projector

1080p 4,500 Lumen ProjectorSupported Resolutions: 1920x1080Lumens: 4500 ANSI LumensLightsource: Type: Lamp; Life: 2500/3500/4500 hoursThrow Ratio: 1.15~1.5Contrast Ratio: 10000:1Aspect Ratio: 16:9Zoom Ratio: 1.3xLens Shift: NoMaximum Image Size: 300"Inputs: D-Sub x1; Composite x1; HDMI x212V Trigger: x1Connectors: RJ45 x1, USB Type A x1; USB Type B x1; RS232 x1Weight: 7.28lbDimensions (W x H x D): 12.3"x4.6"8.5"

$999.00 1 $999.00

HAR-PMT-SMPROJLWH

Universal Projector Mount for Projectors up to 50 lbs. (Whi

Strong™ Universal Projector Mount for Projectors up to 50 lbs. (White)

$125.02 1* $125.02

NET-SUR-WB11LIGHT

Surge Lighted Protector-11 OutletsEMI/RFI-15AMP-1800W Black

WattBox™ Surge Lighted Protector-11 Outlets-2160 Joules-58db EMI/RFI-15AMP-1800W (Black)

$148.18 1 $148.18

CAB-HDM-HDMI06

W-Box 6ft High Speed HDMI Cable with Ethernet

HDMI Cable 6'

$12.00 1 $12.00

CAB-HDM-HDMI03

3' HDMI Cable

3 Foot HDMI Cable

$8.00 2 $16.00

*Optional Amount: $125.02

Subtotal: $5,996.44



Services


Labor-General Installation

IncludesTravelMounting speakers Mounting equipment inside rackConnecting equipment to amp

$2,295.00 1 $2,295.00

Labor Labor- Programming and Configuration

Programming for control system

$405.00 1 $405.00

Subtotal: $2,700.00



140 S. Paint St.Chillicothe, 45601CJ [email protected](740) 702-4116

Chillicothe & Ross County Public Library

George [email protected]

S3 Technologies LLC (AKR) Quote #: GP001001

Chilicothe & Ross Meeting Room Audio Upgrade

Version: 3

Delivery Date: 07/01/2019Expiration Date: 06/29/2019

Prepared by: Prepared for: Quote Information:

Quote Summary

Description Amount

Products $5,996.44

Services $2,700.00

Subtotal: $8,696.44

Sales Tax: $587.01

Total: $9,283.45

*Optional Expenses

Description Amount

Products $125.02

Optional Subtotal: $125.02

Payment Terms and Condition (prices may not include any state, local sales or use tax).Payment – Client agrees to pay S3: 50% for the total installation of the system upon signing of this Agreement.Balance due upon completion of the installation.Any relevant licenses, maintenance plans and agreement amounts are due in advance of service. Returns subject to vendor approval andrestocking fees may be up to 50%. Please assume materials are NCNR. Additional shipping and handling charges may apply.

Signature Date



Installation and Service Agreement

THIS INSTALLATION AND SERVICE AGREEMENT (“Agreement”) is made and entered into this day 6/3/2019 between S3 Technologies LLC. (“S3”), located at 90 N. Prospect St. Akron, OH 44304, and Chillicothe & Ross County Public Library (“Client”).

S3 agrees to furnish installation, monitoring and/or repair services during the term of this agreement at the premises of the Client at: 140 S. Paint St.Chillicothe, 45601United States

1. Terms, Renewal, and Expiration

This Agreement is effective as of the execution date of this Agreement and shall have an initial term of 60 months from the date the system first becomes operative under this Agreement, and thereafter shall be automatically renewed for consecutive terms of one year, unless either party gives written notice at least sixty (60) days prior to the end of such term, to the other of intent to allow the Agreement to expire as of the end of the then-current term.

2. Fees, Services, and Equipment

A. FeesS3 may at any time following the expiration of twelve (12) months of this Agreement, increase the monthly charge specified in estimate, once a year. If S3 increases the basic monthly charge in any year by an amount greater than nine (9) percent, Client may terminate the Agreement upon written notice to S3 within fifteen (15) days of notification of such increase.

B. ServicesS3 will provide the services specified on the attached Statement of Work. C. EquipmentOwnership of Equipment. The equipment shall be owned by X Client; S3 or its assignee (hereinafter “S3-owned”); Financed System.

3. Liquidated Damages and S3’s Limits of Liability

A. It is understood and agreed by the parties hereto that S3 is providing a system and/or service only; that thepayments provided for herein are based solely on the value of the system and/or services as described herein andare unrelated to the value of any property located on Client’s premises; that S3 is not liable for losses which mayoccur in cases of malfunction or nonfunction of any system provided by, or serviced by,S3, that S3 is not liable forlosses which may occur in the monitoring, repairing, signal handling or dispatching aspects of the service, even ifdue to S3’s negligence or failure of performance; that S3 is not liable for losses resulting from failure to warn orinadequate training; that S3 is not an insurer; and that insurance covering personal injury, property loss, damageto and on Client’s premises must be obtained and/or maintained by Client. Client understands that it is Client’sduty to purchase such insurance. S3 offers several levels of protection and services. Client understands that thesystem and/or service described in the Schedule of Service and Protection has been chosen by Client afterconsidering and balancing the levels of protection afforded by various systems and the related costs.

B. IT IS AGREED THAT IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES WHICH MAY ARISE IN SITUATIONS WHERE THERE MAY BE A FAILURE OF THE SYSTEM AND/OR SERVICES PROVIDED, DUE TO THE UNCERTAIN VALUE OF CLIENT’S PROPERTY OR THE PROPERTY OF OTHERS KEPT ON THE PROTECTED PREMISES WHICH MAY BE LOST, STOLEN, DESTROYED, DAMAGED OR OTHERWISE AFFECTED BY OCCURRENCES WHICH THE SYSTEM OR SERVICE IS DESIGNED TO DETECT OR AVERT, INABILITY OF S3 TO GUARANTEE POLICE, FIRE DEPARTMENT AND MEDICAL ALERT



RESPONSE TIME, AND ESTABLISHING A CAUSAL CONNECTION BETWEEN THE SYSTEM OR SERVICE PROBLEMS AND CLIENT’S POSSIBLE LOSS. THEREFORE, IF ARTICLE 4A IS JUDICIALLY DETERMINED TO BE INVALID OR UNENFORCEABLE AND ANY LIABILITY IS JUDICIALLY IMPOSED ON S3, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES, FOR PROPERTY DAMAGE OR PERSONAL INJURY, SUCH LIABILITY SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE ANNUAL SERVICE CHARGE OR $10,000, WHICHEVER IS LESS. (IF THERE IS NO ANNUAL SERVICE CHARGE, S3’S LIABILITY SHALL BE LIMITED TO $500.00.) THIS SUM SHALL BE PAID AND RECEIVED EITHER (I) AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, OR (ii) AS A LIMITATION OF LIABILITY APPROVED AND AGREED UPON BY THE PARTIES. THE PAYMENT OF THIS AMOUNT SHALL BE S3’S SOLE AND EXCLUSIVE LIABILITY REGARDLESS OF WHETHER LOSS OR DAMAGE IS CAUSED BY THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS UNDER THIS CONTRACT OR BY NEGLIGENCE, ACTIVE OR OTHERWISE, OF S3, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES. NO SUIT OR ACTION SHALL BE BROUGHT AGAINST S3 MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION ARISES. IF CLIENT WISHES S3 TO INCREASE THE AMOUNT OF THE LIQUIDATED DAMAGES AS PROVIDED ABOVE, CLIENT MAY OBTAIN FROM S3 AN ADDITIONAL AMOUNT OF LIQUIDATED DAMAGES BY PAYING AN ADDITIONAL MONTHLY SERVICE CHARGE TO S3. THIS CLAUSE WILL IN NO WAY BE INTERPRETED TO ESTABLISH S3 AS AN INSURER.

C. SINCE THE PARTIES AGREE THAT CLIENT RETAINS THE SOLE RESPONSIBILITY FOR THE LIFE AND SAFETY OF ALL PERSONS IN ITS PREMISES, AND FOR PROTECTING AGAINST LOSSES TO HIS/HER OWN PROPERTY OR THE PROPERTY OF OTHERS IN ITS PREMISES, CLIENT AGREES TO INDEMNIFY AND SAVE HARMLESS S3, ITS EMPLOYEES, AGENTS, AND REPRESENTATIVES FROM AND AGAINST ALL CLAIMS, LAWSUITS AND LOSSES, BY PERSONS NOT A PARTY TO THIS AGREEMENT, ALLEGED TO BE CAUSED BY THE IMPROPER OPERATION OF THE SYSTEM, WHETHER DUE TO MALFUNCTIONING OR NONFUNCTIONING OF THE SYSTEM OR THE NEGLIGENT PERFORMANCE OR NONPERFORMANCE BY S3 OF THE INSTALLATION, SERVICE, MONITORING, SIGNAL-HANDLING OR DISPATCHING ASPECTS OF THE SERVICE.

D. Paragraphs A through C of the Article 4 shall apply to any other company or entity which, in addition to S3, furnishes as a subcontractor or otherwise, any installation, monitoring or services provided hereunder.

E. Limited Equipment WarrantyWhere Client purchases a project under this Agreement, S3 warrants that the equipment will be free from defectsin material and workmanship for a period of 90 days from the date the system is placed into operation. If duringthis warranty period, any of the equipment or parts are defective or malfunction, they will be repaired or replaced,at S3’s sole option, free of charge. Warranty repair is done 8 am–4 pm Monday through Friday, excludingholidays. This warranty will not apply if the damage or malfunction occurs, through no fault of S3, while thesystem is in the possession of the Client, or because the system has been adjusted, added to, altered, abused,misused or tampered with by the Client, or otherwise operated or used contrary to the operating instructions. Ifinspection by S3 fails to disclose any defect covered by this limited equipment warranty, the equipment will berepaired or replaced at Client’s expense and S3’s regular service charges will apply.

DISCLAIMER OF ALL OTHER WARRANTIES: EXCEPT FOR THE FOREGOING LIMITED EQUIPMENT WARRANTY DESCRIBED ABOVE, S3 MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE SYSTEM OR SERVICE SUPPLIED MAY NOT BE COMPROMISED, OR THAT THE SYSTEM OR SERVICE WILL IN ALL CASES PROVIDE THE FUNCTION FOR WHICH IT IS INTENDED. IN NO EVENT, WILL S3, IT EMPLOYEES, OR AGENTS OR REPRESENTATIVES BE RESPONSIBLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER. S3 MAKES NO WARRANTIES CONCERNING ANY EQUIPMENT OR DEVICES ATTACHED TO CLIENT’S SYSTEM UNLESS SUCH EQUIPMENT OR DEVICES WERE ORIGINALLY PURCHASED AND INSTALLED UNDER THIS AGREEMENT.



4. Miscellaneous Charges and Increase in Charges

A. Client shall pay any City, State or Federal taxes, fees or charges which are imposed upon the equipment,the installation thereof or performance of the services provided for herein, including any increases in charges tocontractor for facilities required for transmission of signals under this Agreement.

B. At S3’s option, a fee may be charged for any false alarm caused by Client or for any unnecessary service run. If either S3 or Client is assessed any fine or penalty by any municipality, fire or police protection district as a result of any false alarm, Client shall pay the full amount of such fine or penalty.

C. Installation charges set forth in the Estimate assume installation will be performed during S3’s normal working hours and using its own personnel. If Client requests the installation or any part thereof to be performed outside ordinary business hours, or if the installation must be performed by outside contractors, or S3’s wage rate does not apply as a result of prevailing wage requirements, or otherwise, then the installation charge will be adjusted accordingly.

D. If any government agency requires any changes in the system originally installed, Client agrees to pay for such changes. It is Client’s responsibility to obtain all alarm use permits required by the local jurisdiction.

E. S3 shall charge interest at the rate of 1.5% per month, or the maximum permitted by law, on any delinquent balance. A balance becomes delinquent thirty (30) days after payment is due as specified in the Terms and Conditions of the signed Estimate. S3 may also, upon written notice to Client, stop providing monitoring and services if Client is delinquent on any payment. S3 may charge $50.00 for any NSF check.

5. Further Obligations of Client

A. Client shall provide a valid email address to receive all invoices and correspondence andadditional charge of $3 per month will be incurred if mailed invoices are requested. Email address are forinvoicing and correspondence only. At no time will your information be sold to a third party.

B. Client, at its own expense, shall supply appropriate unswitched AC electric power, outlets for such power, located according to S3’s requirements, network connectivity, and telephone company interconnection jacks, if required.

C. Client shall not tamper with, alter, adjust, add to, disturb, injure, move, remove, interconnect with other equipment or otherwise interfere with equipment installed by S3, nor shall Client permit the same to be done by others. It is further agreed that Client indemnifies and holds S3 harmless for any claim arising out of the foregoing and that if any work is required to be performed by S3, due to Client’s breach of the foregoing obligations, Client will pay S3 for such work in accordance with S3’s then-current prevailing charges.

D. For those premises where S3 is to provide Customer Service Center monitoring, Client shall furnish S3 a list of the names, titles, residence addresses, telephone numbers and signatures of all persons authorized to enter the premises of Client during scheduled closed periods and shall be responsible for updating such lists. In cases of supervised service, Client shall also furnish S3 with an authorized daily and holiday opening and closing schedule.

E. For those premises where S3 is to provide Customer Service Center monitoring, Client shall set the alarm system at such times as Client shall close its premises. It is recommended that Client test the alarm systems, camera systems, and access control systems weekly and immediately report to S3 any claimed inadequacy in or failure of the systems.

F. Client shall permit S3 access to the premises for any reason arising out of or in connection with S3’s rights or obligations under this Agreement.



G. Should any part of the system be damaged by fire, water, lightning, acts of God, third parties or any cause beyond the control of S3, any repairs or replacement shall be paid for by Client (ordinary wear and tear excepted in the case of a S3-owned system).

H. Any claim by Client of improper installation or a defect in the system shall be made in writing to S3 within thirty (30) days of installation completion.

I. Client represents and warrants that Client is the owner of the premises or, if not, that the owner agrees and consents to the installation of the system on the premises Client shall indemnify and hold S3 harmless from any losses or damages, including attorney fees, resulting from breach of such representation and warranty, or from S3’s inability to recover S3-owned system components when Client moves out of the premises.

J. For those premises where S3 is to provide central station sprinkler supervisory and water flow alarm or automatic fire alarm service, Client warrants and agrees that all alarm valves, gate valves, pumps, compressors, inspector test connections, or other elements of the sprinkler system as now installed or to be installed, are, or will be, corrected at Client’s expense so as to be acceptable to the insurance and other authorities having jurisdiction when equipped with S3’s signaling devices. Client further agrees to furnish any necessary water through Client’s meter and at Client’s expense, to place hoods over any open forges or fires, and to pipe all boiler blow-offs and steam exhaust outside the premises to be protected.

K. For those premises where surveillance system equipment is provided, Client will provide adequate illumination under all operational conditions for the proper operation of the closed-circuit television camera and will provide 110 AC power supply where required as well as shelf or desk space for monitors.

L. It is mutually agreed that the Client assumes full responsibility for the operation of any and all bypass or switch units provided for disconnecting or reconnecting the alarm sounding and/or transmitting equipment at Client’s premises.

M. Client represents that, except to the extent it has given S3 written notice prior to the execution of this Agreement, (i) the work and/or services to be performed hereunder are not subject to any Federal, State or local prevailing wage statute or regulations, and (ii) to the best of its knowledge there is no asbestos or presumed asbestos-containing material, formaldehyde or other potentially toxic or hazardous material contained within, or in, on or under any portion of any area where work will be performed under this contact. If such materials (whether or not disclosed by Client) are discovered and such materials provide and unsafe or unlawful condition, such discovery shall constitute a cause beyond S3’s reasonable control and S3 shall not start or continue to perform its work under the contract until Client has remedied the unsafe or unlawful condition at Client’s sole expense. Client shall indemnify and hold S3 and its assigns harmless from and against any and all claims, cost and expenses of any kind (including attorney’s fees) for fines, penalties, back wages, bodily injury, property damage, delay or work stoppage that arises under or results from a breach of the foregoing representations (regardless of whether or not Client disclosed such materials to S3).

6. Confidentiality

S3 and its employees, agents, or representatives shall not at any time or in any way use for the benefit of S3, or disclose or communicate in any way, any information that is proprietary to the Client that is not public information. S3 will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement.

7. Further Obligations of S3; Limitations

A. S3 shall not be held responsible or liable for delay in installation of the system or interruption of service, due to strikes, lockouts, riots, floods, fires, lightning, acts of God or any cause beyond the control of S3, including interruptions in telephone, network, or cellular service. S3 will not be required to perform installation or supply



service to Client while any such cause shall continue.

B. Client agrees that telephone calls received or transmitted by the Customer Service Center, including the receipt and transmission of alarm signals, may be electronically recorded, and that Client consents to such recordings.

C. Client understands that, if the system installed under this Agreement is monitored, due to the nature of the method used for communicating alarm signals to the Customer Service Center or Monitoring Affiliate, there may betimes when that communication method is not able to transmit signals and S3 will not receive alarm signals. Digital communicators use standard telephone lines, cellular service, or an internet connection and S3 does not receive signals when those systems become non-operational or the telephone line is cut, interfered with or otherwise damaged. There will be times when any radio frequency method, such as cellular, public or private radio systems, cannot transmit an alarm signal due to lack of signal strength or availability of a communication channel. Similarly, any other type of communication method installed under this Agreement also can experience an inability to communicate alarms signals. Client understands that S3 has recommended this system based on discussion with Client about needs, lifestyle, and budget of Client and that the services on the Statement of Work have been agreed upon by Client. Client acknowledges and agrees that Client is solely responsible for the selection of the type of communication method and whether the utilization of more than one communication method is required.

D. In case of possible communication method trouble detected by S3, S3 shall contact the communication method provider and request that it determine the location of the trouble, if unknown to S3. When the trouble has been traced to a Client, S3 will make a reasonable effort to notify Client or the designated representative. In the event any service or repair to Client’s equipment becomes necessary, S3 shall, within a reasonable time, dispatch a representative to Client’s premises for the purpose of making the necessary services or repair. It is understood that the communication method provider is not the agent of S3 and S3 shall not be liable for the communication method provider’s negligent performance or delay in performance.

E. For those premises with a direct connection to the police, fire department or other agency, it is mutually understood and agreed that signals transmitted hereunder will be monitored in police and/or fire departments or other agencies, and that the personnel of such police and/or fire departments or other agencies are not S3’s agents nor does S3 assume any responsibility for the manner in which such signals are monitored or the response, if any, to such signals.

F. S3 reserves the right to hire one or more subcontractors to complete any or all of the services outlined in the Statement of Work. S3 shall use reasonable care in selecting subcontractors to perform work that meets S3’s standard of operations. S3 shall remain responsible for the completion of the Statement of Work subject to all disclaimers and warranties contained in this Agreement. Client agrees that all communication for a project shall go through S3.

8. Title to Equipment and Use of S3-Owned Equipment

Any S3-owned equipment installed on the Client’s premises shall at all times remain solely the property of S3, orits assignee and Client agrees not to permit the attachment thereto of any equipment not furnished by S3. If Clientpurchases equipment, Client agrees that S3 retains a security interest in the equipment until the full purchaseprice is paid. It is further understood and agreed that S3 may remove or abandon all S3-owned equipment,including all wiring installed by S3, in whole or in part, upon termination of the Agreement by lapse of time, defaultof any monies due hereunder, or otherwise without any obligation to repair or redecorate any portion of theprotected premises, provided that such removal or abandonment shall not be held to constitute a waiver of theright of S3, or its assignee, to collect any charges which have accrued hereunder.

9. Termination



A. S3 may terminate this Agreement immediately upon written notice:

i. In the event Client defaults in the performance of any of the terms and conditions of this Agreement, including the failure to make any payment as agreed herein, in which case the balance of all monies due and for the unexpired term of this Agreement shall become immediately due and payable, together with interest at the maximum legally allowable rate. Client shall also pay attorney and/or collection fees, defined as an additional thirty-five percent (35%) of the outstanding balance owed, incurred in collecting Client’s account; or

ii. As provided in Article 1 relating to expiration and Article 2(A) relating to price increases.

B. Client may terminate the Agreement:

i. Immediately upon written notice, in the event Client’s premises are, by any cause beyond the control of the Client, destroyed or so substantially damaged that it is commercially impractical for Client to continue any operations at such premises; provided that if the Client is using S3-owned equipment, the Client must pay S3 all payments remaining to be made under this Agreement through its scheduled expiration; or

ii. As provided in Article 1 relating to expiration; Article 2(A) relating to price increases; and Article 10 relating to assignment.

* Upon termination of this Agreement, Client shall permit S3 access to Client’s premises in order to deactivate devices and/or to remove the equipment pursuant to Article 8.

10. Assignment

This Agreement is not assignable by the Client except upon written consent of S3 first being obtained. S3 shallhave the right to assign this Agreement, or to subcontract any of its obligations under this Agreement, withoutnotice to, or consent of, the Client.

11. No Subrogation

Client does hereby for itself and other parties claiming under it, release and discharge S3 from and against allclaims arising from hazards covered by Client’s insurance, it being expressly agreed and understood that noinsurance company or insurer will have any right of subrogation against S3.

12. Governing Law

This Agreement shall be governed by the laws of the State of Ohio without regard to its conflicts of law provisions, and any dispute arising out of this Agreement which proceeds to the courts shall vest exclusive jurisdiction in the courts of the State of Ohio.

13. Entire Agreement

It is agreed to and understood by the parties that this Agreement, including the signed Estimate and its Terms andConditions, constitute the entire Agreement between the parties, and supersedes and replaces all other priorunderstandings or agreements, whether oral or written, relating to the premises covered by this Agreement. ThisAgreement may not be changed, modified or varied except in writing, signed by an authorized representative ofS3. It is understood and agreed by and between the parties hereto, that the terms and conditions of thisAgreement shall govern notwithstanding any additional or inconsistent terms or conditions contained in anypurchase order or other document submitted by Client. This Agreement shall not become binding on S3 untilapproved and accepted by S3. Client acknowledges that he/she has read this entire Agreement and agrees to bebound by all its terms and conditions.



V3 4-3-2019


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