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CM Wireless Panic Alarm System Installation and MonitoringAGREEMENT FOR INSTALLATION AND MONITORING OF A WIRELESS PANIC ALARM SYSTEM This Agreement is made and entered into this /OrI{ day of September, 1996, by and between the CITY OF SAN RAFAEL (hereinafter "CITY'), and ALERT ALARM COMPANY (hereinafter "CONTRACTOR"). RECITALS WHEREAS, City of San Rafael desires the services of a contractor to install and monitor a wireless panic alarm system in City Hall; and WHEREAS, Alert Alarm Company represents that it has the experience, expertise and ability to perform said work, and is willing to perform said work; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Administrative Analyst in the City Manager's office is hereby designated the PROJECT, MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR Contractor shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. The General Manager is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as outlined in Exhibit "A", attached hereto and incorporated herein. 3. DUTIES OF CITY. 4-3-31w 11R� 4 UI Ni A I CITY shall perform the duties as follows: A. cooperate with CONTRACTOR in his performance of this agreement; B. compensate CONTRACTOR for his performance under this agreement as per section 4 4. COMPENSATION. For the full performance of the services described in section 2 A. by CONTRACTOR, CITY shall pay CONTRACTOR as follows: A. installation of equipment per EXIEBIT "A", attached, for the sum of $995; B. monitoring of system per EXHIBIT "A" at the rate of $25 per month, total expenditure not to exceed $2,000. Payment will be made promptly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR 5. TERM OF AGREEMENT. The term of this Agreement shall commence on August 1, 1996 and expire on June 30, 1997. At the expiration of the original term, this Agreement shall automatically renew for an additional successive one (1) year period unless either party shall give notice in writing to the other of its intention to terminate at least thirty (30) days prior to the expiration of the original term period or any renewal period. 6. TERMINATION. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. ASSIGNABILITY. E The parties agree that they shall not assign or transfer any interest in this Agreement nor the perfor- mance of any of their respective obligations hereunder, without the prior written consent of the other Ply INSURANCE. A. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A comprehensive general liability insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage; 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence; 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million ($1,000,000) dollars to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. B. The insurance coverage required of the CONTRACTOR by section 8. A., shall also meet the following requirements: 1. The insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution; 2. Except for professional liability insurance, the insurance policies shall be endorsed for contractual liability and personal injury; 3. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 4. CONTRACTOR shall provide to PROJECT MANAGER: (a) Certificates of Insurance evidencing the insurance coverage required herein; and (b) specific endorsements naming CITY, its officers, agents, employees, and volunteers, as additional named insureds under the policies. 3 5. The insurance policies shall provide that the insurance carver shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon thirty (30) days written notice to CITY's PROJECT MANAGER; 6. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years; 7. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement; 8. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER. C. If it employs any person, CONTRACTOR shall maintain workers' compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and the City Attorney. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. 9. INDEMNIFICATION. CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, agents, employ- ees, and volunteers, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees and administrative costs, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR's officers, agents and employees in the performance of their duties and obligations under this Agreement. 10. NONDISCREVE NATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 11. COMPLIANCE WITH ALL LAWS. 4 CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 12. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 13. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: Sharon Andrus Project Manager City Manager's Office POB 151560 San Rafael, CA 94915-1560 TO CONTRACTOR: Mark Miller Project Director Alert Alarm Co. 25 Evergreen Avenue Mill Valley, CA 94941 14. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 15. ENTIRE AGREEMENT -- AMENDMENTS. 5 The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. IF ANY CONFLICTS ARISE BETWEEN THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS OF THE ATTACHED EXHIBIT(S) OR THE DOCUMENTS EXPRESSLY INCORPORATED BY REFERENCE, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL CONTROL, WITH THE EXCEPTION OF PARAGRAPHS 3, 4, AND 15 OF EXHIBIT "A".. 16. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that City may deduct from any payment due to CONTRACTOR under this Agreement, any moneys which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 17. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 18. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 19. CITY BUSINESS LICENSE/OTHER TAXES CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CONTRACTOR's taxpayer identification number is 0 63--Up2-''/Vs'-2 , and CONTRACTOR certifies under penalty of perjury that said taxpayer identification number is correct. 20. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL Rod Gould, City Manager Attest: panne M. Leoncini, Clerk APPP,Q, S'70 FORM: ,L f City Attiofiiey 7 CONTRACTOR By: Name: Title: I -A745,0 . LER 5 Evergreen Ave. Nalifomia Alarm Licerf This Agreement entere into this d of �� {s 7 \ 19 T� by and betwe Al to as "Company" d (Name) (Billing -Address)---+ - '..t hereinafter referred to as "Subscriber;' witnesseth: Company agrees to install and service, without liability, and not as an insurer, an alarm system as specified herein. Installation Location (other than above); 1. Payment and Term. The Subscriber hereby agrees to pay the Company, its agents or assigns, an Installation Charge of $-S as follows: Installment 1: Deposit of $ with signed Agreement. rc; Installment 2: $ o c. - due upon completion. Installment 3: $ -t due: Installment 4: $ "`� due: Thereafter, the sum of $ =7"!c. fCN7_', - r! i' ($ __1S" `� ) per month, payable quarterly in advance for a period of three (3) years from the date of completion of the installation of the system. y4 io evcCC:1 bp., iA 1.1 At the expiration of the original three (3) year term, this agreement shall automatically renew itself foradditional successive one (1) year periods, unless either party shall give notice in writing to the other of its intention to terminate, at least ninety (90) days prior to the expiration of the original three (3) year period or any renewal period thereof. 1.2 (a) Subscriber acknowledges that all charges set forth herein are based upon existing federal, state, and local taxes and utility charges, including telephone company line charges if any. Company shall have the right..a, to increase the monthly charges provided herein, to reflect any additional taxes, fees or charges which hereafter may be imposed on the Compan by any utility or governmental agency relating to service provided under the terms of this agree- ment and Subscriber agrees to pay the same t+l + (b) So that the Company may properly adjust its rates to meet changing' service costs, and notwithstanding the terms and conditions set forth herein, after the expiration of one (1) year from the date of completion of installation, Company may at any time, but not more often than annually, increase the monthly service charge upon giving the Subscriber notice in writing. If Subscriber is unwilling to pay the increased monthly charge, Subscriber may terminate this agreement upon giving notice in writing to Company within thirty (30) days from the effective date of the increase. Subscriber's failure to notify Company within said thirty (30) days shall constitute Subscriber's consent to the increase. 2. System shall consist of: �?re-"7— A.9L,14,Zi,i:J/G/ 'G G�%+� K..; .�lr c: c, •> '. �: J is � i. ' A y; —1f : r J `.•' ? o: C .' �"to . f? i �llf1 !'til �!i %J••'.,%S+C. !�'r G'f' �,.{ ( 1 (J'1C.;if-M FYl�L ;TG.:tr� /•`I'i.'�b•,_ G+r"7'u,yS 6 i ?fr-;' r`?�=' +`^tl.. ✓ T YS. ESTIMATED INSTALLATION DATE: Start by: (month) (day) (year) Complete by: (month) (day) (year) SUBSCRIBER ACKNOWLEDGES THAT ADDITIONAL PROTECTION MAY BE OBTAINED FROM THE COMPANY OVER AND ABOVE THAT PROVIDED HEREIN AT AN ADDITIONAL COST. 3. Company is Not an Insurer, Liquidated Damages; Limitation of Liability: It is understood and agreed: that Company is not an insurer, that insurance, if any, shall be obtained by Subscriber; that the payments provided for herein are based solely on the value of the service as set forth herein and are unrelated to the value of the Subscriber's property or the property of others located on Subscriber's premises; that Company makes no guaranty or warranty, including any implied warranty of merchantability or fitness that the equipment or services supplied will avert or prevent occurrences or the consequence therefrom which the system is designed to detect or avert. Subscriber acknowledges that it is impractical and extremely difficult to fix the actual damages, if any, which may proximately result from Company's negligence, or a failure to perform any of the obligations herein, or the failure of the system to properly operate with resulting loss to subscriber because of, among other things: (a) the uncertain amount or value of Subscriber's property or the property of others kept on the premises which may be lost, destroyed, damaged or other- wise affected by occurrences which the system or service is designed to detect or avert; (b) the uncertainty of the response time of any police or fire department, should the ofice r.�ment be dispatched as a result of a signal being received or an audible device sounding; (c) the inability to ascertain what portiab,' iflny, Id iploss would be proximately caused by the company's failure to perform or by its equipment to operate; (d) the nature of the service to be performed by the Company. Subscriber understands and agrees that if Company should be found liable for loss or damage due from Company's negligence, or failure of Company to perform any of the obligations herein, including but not limited to installation, monitoring or service, or the failure of the system or equipment in any respect whatsoever, Company's liability shall be limited to a sum equal to the total of six (6) monthly payments or two hundred fifty ($250.) dollars, whichever is the lesser, as liquidated damages and not as a penalty, and this liability shall be exclusive; and that the provisions of this section shall apply if loss or damage, irrespective of cause or origin, results directly or indirectly to persons or property, from performance or non-performance of the obligations imposed by this contract, or from negligence, active or otherwise, of Company, its agents, assigns or employees. If Subscriber wishes Company to assume a limited liability in lieu of the liquidated damages as hereinafter set forth, Subscriber may obtain from the Com- pany a limitation of liability by.payrng aft -additional mon hly service aarge to Company. I�mbscriber e is toe se thi option, a rider sh be attac ed to tfiikagregme �xtting fgrti'r the`ternis, condhipns and-amofint oPtlle Iirgit d lia4ilr(.v' , iM thg�d y_al monthly charve ch '4 ar' nd'addjti6nal 4, fompany's Liabi y/Disclaimer of Warrantees: Q)rgpany does nul-ripresent�o{warrant that the alYm system m4f not byomproo6sed or crr'cumvenlfei; or that khe system will 'r ent anoss by bu lary, hol}y�tp, fire otherw k or that Oe systemr'll in all cas provide the protection for,whigh it is install _ or intendedr'Subseri er ac now, g anfhgre : t E Co 1�an,h o repr entafIn s r warrantees pre or imp d, s to a y matter,whatso r, including r'thout mrtation�He con of they uipme�t`i\s mer antabili rr its fit or an ticu1 purpos , nor has scribee r'ilieab any represen Dons warrantees, exp or rm lhed. Su c ber fu g acknt�kvj dd ges a�i d�a�grees. fh t azy ffi rfiati o •fact or1r\ o >\aif not eet std to�real an express warranty, and that there afe no wWntees which extend beyond the face of theagree ent hereo . Subscriber further acknowlet4ges and, agrees: tha -Com any is not an insurer; that Subscriber assumes all risk of loss or damage to Subscriber's premises or to the contents thereof, and that Subscriber _ has read and unders-tMids allo'this agreement, particularly Paragmphs 3 and 15 which set forth Company's maximum liability in the event of any'ltrss-or damage to Subscriber or anyone else. SUBSCRIBEkACKNONVEEI Z3E5 r rrrir nnIa-A±4BrD 666 6r_di rru-,.A �_M-M `Fi-COMPA?WS` O RE§E�TRI AND U�DFRSST4VDS TH T Y O HE N BTA�ifQr+Fi�I .,HIGHER LIMITATION OF COMPANY'S LIABILITY BY PAYING AN ADDI- �_ --- - — _3� " Cilhis�i3) tootract. The terms and conditions on the reverse side are incorporated herein and are a part of this agreement. It is the Subscriber's responsibility to read all parts of this agreement. Subscriber acknowledges that he has received a copy of this agreement from the Company and, for residential systems only, 2 copies of the Notice of Cancellation form. CANCELLATION (Residential Systems Only): You, the Subscriber, may cancel this agreement at any time prior to midnight of the third�bus\ ss-djc�y after ttte day .pXf,thiVt -ansqgtion.�Sep thea ache Noti a orCanc_ellation ifor apl�tio�f this ri�g�ht.f ALE' 4tAR ,+ XBy-. By: _XR g: \�\�r r Approved: Date: Title:' Da A4te: THIS AGREEMENT SHALL NOT BE BINDING UPON COMPANY UNLESS EITHER (A)� 11OVED IN WRITING BY AN OFFICER OF COMPANY, OR (B) COMPANY COMMENCES SERVICE. IN THE EVENT OF NONAPPROVAL, THE SOLE LIABILITY OF COMPANY SHALL BE TO REFUND TO SUBSCRIBER THE AMOUNT THAT HAS BEEN PAID TO COMPANY BY SUBSCRIBER UPON THE SIGNING OF THIS AGREEMENT. WHITE: Company YELLOW. Customer THE PARTIES HEREBY AGREE AS FOLLO`''' 5. Installation: Subscriber hereby a o 'zes npowers Comp/me itage ts, or assigns, without li �l not as an insurer, to enter upon the premises of scriber to install and service the sy em i�. _.e premises and anyanges, repairs or alt ationa th ystem which m e necessary. (a) Under no circ stances will compVi ponsible fo removing and restocl objet that will hind the work of the ' staller. (b) ould floor mats be installed, comp will, to the best ility, reinstal arpeting, however ompanyshall n have any ' ility or be responsi a directly or indirectly for any charges in pet elaying of carpt the request o e Subscriber residential wiring, i livin eas, will be concealed, w reve practical, and the Company shall not have an lability fo oss or damage to plumbin , eating, sting wiring, or any other anical or utility system or to o ences that may result from damage to above name yst s. Subscriber shall, at his own a en , make any necessary repairs o c ges to Subscriber's premises, equested by company, to facilitate the installation operation of the System. For a fire al system, Subscriber may be re ired t repair all valves, gate valy tan pumps, compressors, inspector test connectio or o er elements of the sprinkler syste as ow installed or to be instal d at Subsc 'ber's expense. The Sub riber sha mish all necessary electrical currents thr gh the Su criber's meters and at the S scriber expense. In the case o ire alarm prote tion, all inspections ill be made b the company in accordance with the gulations pro ' ed by the authority ing jurisdic ' n over the Subs fiber's premises. U n completion o the installation, mpany shall thoroughly instru ubscriber in the pr er use of the sys Company ossa es no liabili or delay in installation 1 the syste r equipment or for in rruption of service due to s ekes, riots, floods, storm earthquake gyres, power failures, urrectio ,interruption of or unavailab�}4>y of ephone service, acts of or any other cause and the control of Compan and will of be required to supply se ice the Subscriber while interuption o service due to any such cause sh ontinue. 6. Subscriber's Duties• I•€tlae Sq�stern-is-e-burg'�� alarm c ti �� �----' -'° --�"_',,,o,a„rm"a-�,.,,�,✓.:y 1...,6 �:/ �_. . ihe_premis®s. If any defect in operation of the System develops, or in the event of a power failure or other interruption at Subscriber's premises, Subscriber shall notify Company immediately. Subscriber agrees to famish to Company a written list of the of the names, titles, addresses, and phone numbers of all persons authorized to be notified in the event of an emergency, and for supervised alarms, a daily and holiday opening and closing schedule. All changes, revisions and modifications to the above shall be supplied to the company in writing. In the case of a fire alarm System, Subscriber will notify company in writing of any change in its Fire Rating Bureau or agency. Subscriber shall obtain at subscriber's sole expense all necessary permits and licenses that may be required by any governmental agency for the installation use and operation of the alarm System. When any device or protection is used including but not limited to space protection, (i.e., Ultra-Sonic, Microwave, Infra-Red, etc.) which is affected by turbulence of air, occupied air space change or other disturbing conditions, Subscriber shall tum off and/or remove all things, animate or inanimate, including but not limited to all forced air heaters, air conditioners, homs, bells, animals and other sources of air turbulence or movement which may interfere with the effectiveness of the System during closed period while the system is on. 7. Title to Equipment; Removal of System: Subscriber acknowledges and agrees that this Agreement is a service agreement only and that the entire System shall at all times remain the sole property of company. Subscriber will not damage, encumber or dispose of the System or permit the system to be damaged, encumbered, taken from the premises, tampered with or repaired by any but authorized agents of company. In the event of loss or damage to the System or any part thereof, Subscriber agrees to pay company the reasonable value thereof or cost of repair as the case may be. At the expiration of this Agreement or in the event of any default in performance by Subscriber, company is authorized to enter upon the premises of Subscriber and to remove the System. Company may elect to abandon all or any portion of the System. Removal off the System shall be without prejudice to the collection of any and all sums due under the entire contract or extensions or renewals thereof. Subscriber shall in such event return said equipment to company in good condition, reasonable wear and tear excepted. Subscriber agrees that installation ofthe equipment does not create a fixture to Subscriber's premises. In the event Subscriber is not the owner of the premises, Subscriber hereby warrants that Subscriber has secured the written consent of the owner for the installation and removal of the System and that the original thereof will be delivered to company. 8. Monitoring Service: Company shall connect Subscriber's System to Company's monitoring receiver located in its monitoring facility or to an independently owned and operated monitoring facility selected by Company. Upon receipt of an alarm signal, the monitoring facility shall make every reasonable effortto notify the appropriate police or fire department, or other persons or entities designated by Subscriber in writing to Company, unless there is reasonable cause to assume that an emergency condition does not exist. When a non-emergency signal is received by the monitoring facility, it will attempt to contact the Subscriber or the first available person on Subscriber's notification list, but will not notify emergency authorities. The monitoring facility reserves the right to verify all alarm signals by telephone or otherwise before notifying emergency personnel and may discontinue any particular response service due to governmental or insurance requirements by giving notice in writing to Subscriber. You consent to the tape recording of all telephonic communications between our office or the monitoring facility and your premises. 9. Service Calls: All service calls will be made during normal business hours. In the event Subscriber shall cause Company to make any service calls which shall be caused by the inadvertence or negligence of the Subscriber, then and in that event Subscriber agrees to pay the company the prevailing hourly service call rate, for each service call. In the event Subscriber shall cause an excessive number of service calls or false alarms due to carelessness of Subscriber or the negligent or accidental use of the alarm system, or in the event the subscriber shall in any manner misuse or abuse the system it shall constitute a material breach of con tract on the part of subscriber and company may at its option in addition to all other legal remedies, be excused from further performance upon the giving of ten (10) days notice to Subscriber in writing. Company's excuse from performance will not affect company's right to recover damages from the Subscriber. In the event a fine, penalty or fee shall be assessed against company by any governmental or municipal agency as a result of any alarm originating from the premises or Subscriber, Subscriber agrees to reimburse comapny for payment of the said false alarm fine, penalty or fee. Company agrees to repair the system with reasonable diligence, upon receipt of notice at the regular place of business of company, confirmed in writing, subject to any delay which may be occasioned by strike, riot, acts of God, or inability to obtain materials in the open market. 10. Error in Installation: Any error or omission in construction or installation of the system must be called to the attention of the company in writing within thirty (30) days after completion of the installation. Upon the expiration of said thirty (30) day period, the installation shall be considered accepted by the Subscriber. 11. Telephone Lines: Subscriber shall pay all charges made by any telephone company or other utility for installation, leasing and service charges of telephone lines connecting Subscriber's protected premises to monitoring facility. Subscriber acknowledges that Company utilizes a digital communicator for the purposes of transmitting alarm signals from Subscriber's premises to monitoring facility, and the signals from Subscriber's alarm system are transmitted over Subscriber's regular telephone service to monitoring facility; and in the event Subscriber's telephone service is out of order, disconnected, placed on vacation or otherwise interrupted, signals from Subscriber's alarm system will not be received in monitoring facility during any such interruption in telephone service and the interruption will not be known to Company. The telephone connection is designed to give the system priority over other telephones on the premises, and other calls (including calls to the 911 emergency operator) cannot be made when the system is activated, and therefore Subscriber may wish to have the system connected to a separate telephone service. Subscriber further acknowledges and agrees that signals are transmitted over telephone company lines which are wholly beyond the control and jurisdiction of Company and are maintained and serviced by the applicable telephone company or utility. 12. Default: In the event of any default on the part of the Subscriber, including but not limited to the failure to make any payment as agreed herein, the balance of the unexpired term of this agreement shall become immediately due and payable at the option of the Company. In addition, Subscriber agrees to pay to company all sums which Company may be entitled under the law by virtue of the said default. Removal of the system or equipment as hereinabove set forth shall not be considered to constitute a breach by the company of this agreement or waiver of the company to any such damages. In the event Subscriber shall be delinquent in the payment of the monthly service or installation charge, Subscriber agrees to pay to company a delinquency charge in the maximum amount permitted by California law. 13. Damage to Subscriber's Premises: In the event Subscriber's premises are destroyed or damaged, so that the Subscriber can no longer conduct his normal business, this agreement shall be suspended pending restoration of the subscriber's business, Subscriber shall pay company the cost to repair or replace the said system, including the cost of labor of installation. In the event of said destruction or damage, this agreement may be terminated at the option of, .y. Except as set forth in this paragraph, Subscriber's abandonment of the premises shall not relieve Subscriber of his obligations under the terms of this agreement`��'Ait er r .. 14. Company's Repair Obligation: Subscriber acknowledges that Company's obligation hereunder related solely to the repair of the specified alarm system. Company is in no way obligated to insure the operation of the system or to maintain or service the Subscriber's property or the property of others to which the Company's system is connected. 15. Third Party Indemnification: When Subscriber in the ordinary course of business has the property of others in his custody, or the alarm system extends to protect property of others, Subscriber agrees to and shall indemnify, defend and hold harmless company, its employees and agents for and against all claims brought by parties other than the parties to this Agreement. This provision shall apply to all claims regardless of cause, including Company's performance or failure to perform and including defects in products, design, installation, service, operation or non-operation of the system whether based upon active or passive negligence, express or implied warranty, or contribution, or indemnification, or strict or product liability on the part of the company, its employees or agents, but this provision shall not apply to claims for loss or damage solely and directly caused b an employee of Company while on subscriber's premises. 6. Limit n on A 'ons; W ' er of Trial: scriber a wled at the stat of limitati for the co ceme actio der a ritten contr t is fou ars, oth i e agree o sm r on ales - any to eme wh er base n con reg ' ce othe ise) shall h ai th r e an o 1) croal o e cau action re An ad ' both es reby ai an rig to ' ry trial in y judici action br ght by ether p which rela sin any way to this eemen _ ether base contra negligence the e). 17. Subroga 'on o far as itis emtitted by Su scriber's pr ' erty insur q cover Subscri r hereby eases, d' harges grees ld Co ' ` y h less fto any a claim liabili ' oma osse expense , 'sin om ca d b an az co red in an in o n e S scri is rem es hether said s ode by criber, 'agents, ms c omp or other 'es clai► g under through scriber. bscrib gr to i emni ompany ago" t eIn an o Co y s m actio ors ro ion w 'c ay br fight gairr}ss C p y an 'n re r in an t p y or its a nts or signs i uding ayment o 1 dama , ex ses, costs d attorney' fees. Sub riber shalilnotify h nsurance c ier of a terms o is prkision. 18. Assignees and Subcontractors of Company: Company shall have the right to assign this Agreement to any other person, firm or corporation wit:: E i .,,✓ . L: `fir and shall have the further right to subcontract any services which it may perform Subscriber acknowledges that this AWeement,,a..J , :... y;I j k se paFagraphc.rolatiag-1.�i^Ja t►an inur oto the benefit of ande applicable to any assignees, and/or subcontractors (including monitoring facility, if any), and that they bind Subscriber with r spect to said assignees, and/or subcontractors with the same force and effect as they bind Subscriber to Company. cfM?r�>'id ►� t,,r�ije,n CC»S��L1" , SU}>5«��t' 19. Destruction of Company's Facility: This agreement may be suspended at the option of in the event CompanX's Monitoring Facility, connecting wires or other equipment are destroyed or are so substantially damaged that it is impractical to continue or in the event that Company Ck, is unable to secure or retain the connection of privileges necessary for the transmission of signals between Subscriber's premises and the Company's Monitoring Facility, or between the Monitoring Facility and the public police and fire departments for any reason whatsoever. In the event of such suspension or termination, Company shall not be liable to Subscriber or subject to any penalty as a result of such termination. 20. Invalid Provisions: In the event any of there terms or provisions of this agreement shall be invalid or inoperative, all of the remaining terms and provisions shall remain in full force and effect. Pu se a is rstoo d a b d be arties eto, if ther s an nflic etwe is ntract d Sub �bers hale o er, r�iyb r doc r n t, t1xTs bon ct i I g v y h er s� ucA p c p e o oro er oc en is yrio r b qu t Sf�is gr in Xiee 22 fire ra Agre a di ti ; A erati s; ary his ti is ' to ed b e p es a m expr ssi o me as a co ete exclus sta t ofth urns th of. This reemen pers all pri eprese ons, erstan ' gs ora ements the and arties eo ly o e on nts is ree n n e cuti itis r men onl odi a n ' gsi a by ie r itth ized ent. wai r of br h of term conditi of this eement all be co strue be a er of succe di brea h. Alarm Company Operators are licensed and regulated by the Bureau of Collection and Investigative Services, Department of Consumer Affairs, Sacramento, California 95814. Contractors are required by law to be licensed and regulated by the Contractors State License Board which has jurisdiction to investigate complaints against contractors if a complaint is filed within three years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors' State License Board, P.O. Box 26000, Sacramento, California 95826.