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PW Terra Linda Pool House Sprinkler System; Bay Alarm* This Agreement is amended as provided in the Addendum attached hereto and incorporated herein. COMMERCIAL FIRE ALARM SYSTEM PURCHASE AND/OR SERVICES AGREEMENT * 800-610.1000 o 98361CsIy to, OcdrJ, (A 946CI a 381911A Geei Or, S!iclos, (A 95215 a 1550 S. to ssSl, lnhhk (A 92605 CSFA AUTOVAW FIRE EXTINGUISHING (ONCUIN TWE I U(ENSE, A4471 069 Bary Or, Pahao,(A94553 034150rrrSeGrcrake,N.HObii,(49560 a 1128S!11'2rdAra.,61t)'ck,(A91201 CAUFOISCONTMUCRSUCEWNO. 130131 oSIOIA)rhAra,Sknfmxao,(A94010a133SWis,tlA,S!aA,Ra i,(A96002 o140S.RccFcslarAla,Sit 0,O oib,(A91761 Auj.4O?ERATO1iAcaucl2A ■ 1016 k%j 0, Peso6v, (A 94954 o 1264 G:rt`F(or Ara, 9trm o, (A 93003 011111 S BrccdA01, Gatto, (A M45 a 1250lfrr; mod Ara, S!a D, Svr ip6, (A 94039 o 820S low.ii Rd, Sit F Sm D'*ga, (A 92111 O N New System or Takeover r New Owner r Addendum -Alteration Addition I' Cancel Former Agreement -Alteration Addition User hereby authorizes Bay Alarm Company hereinafter 'Bay,' or assigns to install and/or service the fire alarm system under the following conditions and agrees to pay the installation charge upon completion and the service charge in advance at Bay's address, (or on initial period of five (S) years, from date the System is operational. Us., Gov City of San Rafael: Terra Linda Community Pool Phone Addres, 670 Del Ganado Rd. City SAN RAFAEL Zip 94903 Bay will install the system ('System') described below and on the attached continuation poge(s), and if subscribed to by User, monitor and provide other services pursuant to the terms and conditions of this agreement. Fire Alarm Strop Drawings will be completed for submittal to the governing Authority Having Jurisdiction (AHJ). Submittal times may be delayed 9 User cannot provide useable CAD (Computer Aided Design) files or architectural drawings to Bay. This may require Bay to create a set of floor plans in CAD at an additional expense to User. Floor plans are required for the production of fire alarm shop drawings. Governmental Review: The AIIJ may require approval of the System installation. Depending on the processing time for your current AHJ, Bay will not be responsible from delays aris- ing for this portion of the installation process. Installation: local and state building and fire codes may prohibit the installation of a fire alarm system until approved by the governing All) and a permit for the installation is issued. Once Bay receives the approved permit the installation will begin approximately 4 weeks and will be completed within approximately 6 weeks. SALE AND INSTALLATION PRICE; PAYMENT TOTAL SALE AILD IHSTALLATI011 PRICE: 5 3,950.00 (plus applicable taxes to be billed separately) DEPOSIT DUE ATSIGIIIIIG: S -1,975.00 DUE UPON ROUGH WIRRIG COMPLETI011: S 0.00 BALAIICE DUE UP011 EARLIER OF FINAL RISPECHOFI OR SYSTEM ONLIIIE: S 1,975.00 MONTHLY SERVICE CHARGE: $ 65.00 FIRE ALARM IM Monitored ❑ local - lion Monitored FIRE TEST FREQUENCY IC IiFPA 12 ❑ Sprinkler Inspection Service Bay will inspect ❑ Other FIRE TEST DEVICES ❑ Panel Only lit Panel & Fire Devices Payable quarterly in advance. COMMUNICATION TYPE —1 POTS (Plain Old Telephone Service) ❑ Internet Protocol WIRELESS TRANSMISSION ❑ Digital Communication Transmission ❑ GS1A Communication Alarm Transmission Only risers per quarter K GSM Communication Alarm Transmission n Other How to Get Service: Contact Bay of 1.800.410.1000. Bay will provide service as soon as reasonably possible. PAGE I OF 6 SA 842( FIRE Elearor:r (04/2015) q-5-U21A USER: Gov City of San Rafael: Terra Linda Community Pool ADDRESS: 670 Del Ganado Rd. CiTy. SAN RAFAEL ZIP: 94903 SERVICES PROVIDED: ❑ Monitor Only: Bay will not provide repair service, testing or inspections to the Systems. User is responsible to provide this service. is Full Service: Bay will provide all repairs necessitated by ordinary wear and tear to the System. All other repairs shall be at User's expense on a time plus material basis at BOYS then prevailing rates, which include a minimum 30 minute visit charge. C3 Time Plus Material Service: At the end of Bay's limited warranty Bay will provide all repairs of User's expense on a time plus material basis. Parts and labor will be billed of Boy's then prevailing rates, which include a minimum 30 minute visit charge. FIRE SYSTEM • Smoke/Heat detedors—for area or spot defection only. • Bay to plan check and apply for city permits. Useragrees to pay all city, permit, plan check, or drawing charges as required. • User understands and agrees that any additional devices required by the Alli before final acceptance of System will be at User's expense at Boy's then prevailing rales. • If POTS is used, User to provide two (2) User-confrolled phone lines. • User to provide dedi(oled 120VAC to the Fire Alarm Control Unit and ossodoled power supplies, and install breaker locks for required power. • If smoke delectors are installed and then became dirty due to construction that takes place, the User understands they are responsible for repair and/or replacement. • If Bay is unable to gain access to the System for testing and inspections, User understands there may be a return trip fee. Bay will not issue a credit for failed or no access inspections. • User understands and agrees that the automatic fire alarm devices and appliances that will be installed or are located on this property are pursuant to the approved shop drawings that will be or were previously submitted by Bay to the AHJ for this property. • Additional state, other government agency, insurance inspections or testing which requires Bay personnel to be on site will be charged on a time plus material basis, at Bay's then pre- vailing rates. • Once System has been powered up and System is programmed of Bay's monitoring center the Monthly Service Fee is payable. • IIVAC system pourer/shut off is to be provided by mechanical and/or electrical (onlre ctors. Bay will monitor only. • If during the installation process the AH) deems a fire watch is necessary while the System is being installed or temporarily inoperable, User to provide and pay for this service. • Any painting and/or patching is not included unless expressly stated otherwise. • Additional fees that are not included in the contract are as follows: permit fees, additional off hour inspections or re•inspedion due to other contracted parties failure to show and hove equipment ready for inspection. • Bay shall install a fire alarm system based on the Codes and Standards that were in effect of the time the System was designed, based on the prescriptive requirements for the occu- pancy. Boy is not providing an engineering assessment. If an engineering assessment of risk hazards is required, the User should contact a Registered Fire Piolection Engineer. IF SPRINKLER INSPECTION SERVICE • If Sprinkler Inspection Service is provided, Bay will conduct the inspections in accordance with Title 19, California Code of Regulations, Chapter 5, Article 4. • Bay is not providing or will not provide design analysis of the premises sprinkler system through the Sprinkler Inspection Service inspection. If o design analysis is desired the User should contact a Registered Fire Protection Engineer. IF FIRE INSPECTIONS ARE TO BE PERFORMED • Bay will perform fire inspections during normal business hours, Monday -Friday 9.5. Inspections performed after normal business hours are available of a premium rate. • Depending an the type of inspection being performed, User understands and agrees it may cause a disruption in business. IF A NEW OWNER LABOR AGREEMENT • Bay tests and inspeds up to one (1) hour only. Any additional work that has not been Eonlroded will be done on a time plus material basis at Boy's then prevailing rate. IF A TAKEOVER/CONNECT TO USER OWNED DEVICES • Bay to connect to and monitor or control User's owned equipment. Any work to be done on User owned equipment that exceeds one (1) hour will be on a time plus material basis at Bay's then preva'ling rale including any repairs or modifications required to make System operational. NETWORK CONNECTIVITY AND TRANSMISSION FACILITIES • User shallprovide and maintain operational an Ethernet llework connected CATS or higher cable with a RJ -45 plug termination at location specified by Bay. If required, User will pro. vide I.P. address, golemy address and submosk. If the Internet or Wireless Transmission is used as a primary or secondary transmission path, User will provide, of your expense, the necessary telecommunicalions connections facilities. The Internet, radio and cellular networks are maintained and serviced by the applicable service provider and are totally beyond Bay's control. Signal transmission connectivity and speed may vary due to traffic volumes, adverse weather, system outages and other circumstances beyond our (onlrol. • Internet Connectivity can only be supported through a PC with Internet Explorer. Mac's or other Browsers are not compatible at this time. VolP TELEPHONE SERVICE: The use of Vol? telephone service may interfere with the ability of the System to transmit alarm signals to our monitoring facility. The User must noti- fy Bay in advance if considering the use of a managed VolP service in order to assure its ability to function. User understands that DSI, unmanaged VoIP, or other internet•based serv- ices not approved in advance by Bay may not be used. IF A UL CERTIFICATE IS ISSUED • User understands and agrees that UL charges Bay an annual fee for their services. User will reimburse Bay for the fee. • Bay will automatically renew agreement and certificate for some initial agreement term, unless notified thirty (30) days in advance by User. PROGRESS BILLING • User understands and agrees that if there is a User caused interruption (i.e. User construction delay, remodeling, prewire, no power available, etc.) in Bay's ability to start and finish the installation and Bay must return at a later dole to complete the installation, Bay will progress bill for a portion of work completed. A return trip charge may be incurred. IF AN ADDENDUM -ALTERATION ADDITION AGREEMENT • User understands and agrees that Bay will leave balance of system os listed per previous agreements. IF A CANCELS FORMER AGREEMENT • Contract terms begin upon dale System and/or Service is online. SIGNS, DECALS AND SYSTEM COMMUNICATOR REMAIN THE PROPERTY OF BAY THE SYSTEM MUST BE CONNECTED TO A IPOTSI PLAIN OED TEIEPIIOIIE SERVICE EINE AIID MAY NOT WORK WITH OTHER COMMUNICATIOII METHODS SUCH AS CELLULAR OR VOIP SERVICES (see cotooraoh 10) SA 842( EIRE dedianic (04/2015) PAGE 2 OF 6 CONTINUATION PAGE USER: Gov City of San Rafael: Terra Linda Community Pool ADDRESS: 670 Del Ganado Rd. I1) Bay Alarm to Remove 2) Bay Alarm to Relocate 3) Bay Alarm to Install FOR OFFICE USE ONLY Bay Alarm to Install: 1 — Addressable Control Fire Alarm Control Unit 1 — Addressable Heat Detector 2 — OS & Y Temper Switches (2) 1 — GSM Communicator 1 — Fire Alarm Documentation Cabinet (Iry: SAN RAFAEL Zip: 94903 4) Bay Alarm to Connect 5) Leave Balance of System I Bay Alarm to Provide: Fire Alarm Shop Drawings for Submittal to San Rafael Fire Department Wire for Wire Run to Double Check Valve NFPA 72 Inspections Bay Alarm to Connect to Customer Owned Equipment: 1 — Waterflow Switch Customer to Provide: Dedicated 120 VAC Circuit at the Fire Alarm Control Unit 1• -Inch PVC with Wire Run from the Sprinkler Riser to the Double Check Valve • Agreement to become month to month at the end of the initial term. • There will be no rate increases during the first 2 vears of this agreement This Agreement is ampndpd as pmviderl jn the Addpnrillm attarherl herptn and iprn[pnratpd herpin USER DESIRES HOADDNHNULPROTEDnoNATnusTIME.IE IADDITIONAL HEAT DETECTORS. NFPA 25 ItvartL. I IUIgS I IF DEPOSIT IS NOT RECETVEO, BAY NTLL SCHEDULE THE COMMA" %ORXISEALTCE ONCE THE DEPOSIT ES RECGM.IF FINAL PAYMENT IS NOT RECEIVED UPON COMPLETION OF CONTRACT WORK, DAY MAY ELECT MOTTO ACTIVATE THE SERVICE UNTIL FINAL PAYMENT IS RECEIVED. YOU STATE THAT YOU HAVE RECEIVED A COMPLETE COPY OF THIS AGREEMENT, ALL TERMS ON THE FOLLOWING PAGES, INCLUDING THOSE LIMRIIIO BAYS LIABILITY, AND ON ALL ATTACHMENTS ARE PART OF THIS AGREEMENT - READ THEN BEFORE YOU SIGN ALL PAGES. SAB42CRRE 8echork(W20151 PAGE 3 OF 6 USER: Gov City of San Rafael: Terra Linda Community Pool ADDRESS: 670 Del Ganado Rd. (Ily: SAN RAFAEL Zip. 94903 1. LIMITED WARRANTY: (a) WHAT IS COVERED: For one year parts and ninety (90) days labor; after we complete the installation, we will repair or replace any defective part of the System without charge to you. We can use new or used parts of the same quality. (b) HOW TO GET SERVICE: Call 1- 800-470-1000. (c) WHAT IS NOT COVERED: Repair of the System is our only duty. This warranty does not include batteries or labor associated with fire replacement of batteries. We make no other express warranty including any warranty of merchantability of the System or its fitness for any special pur- pose. All the implied warranties of merchantability or fitness for any special purpose are limited to the duration of this expressed limited warranty. We do not warrant that the System will always detect, or help prevent any fire, smoke, waterflow or other such event. We do not warrant that the System cannot be defeated or compromised or that it will always operate. This warranty does not cover repairs that are needed because of an accident, ads of God, your failure to properly use the System, or if someone other than us attempts to repair or change the System, or any other reason except a defect in fire equi ment. We are not liable for consequential or incidental damages. You agree that this is our only warranty and we have given you no other warranty for the System. (d) STATE LAW: Some states do not allow the exclusion or the limitation of consequential or incidental damages or a limitation on the duration of implied warranties, so the above limitations or exclusions may not apply to you. The warranty gives you specific legal rights and you may also have other rights which may vary from state to state. 2. ADDITIONAL COSTS: User agrees to pay Bay's standard rote for past due or carrying charges and collection costs if payments ore not made on time or if installation charge is paid on a periodic payment plan or progress billing. A reconnect charge is to be paid by User if the System is disconnected because of a past due balance and User desires it recon nected. User will receive no credit if System is temporarily disconnected or out of service for any reason. Bay assumes no liability for failure to perform because of labor disputes, riots, floods, fires, ads of God or any catastrophe or condition beyond our control and is not required to perform work while any such condition exists. If it becomes necessary for Bay to institute legal proceedings to collect any chorges as set forth herein, the unsuccessful party shall pay to the successful party reasonable attorney's fees and actual court cost wherein permine by law. If User fails to pay any obligations under this agreement when due, upon ten (10) days' written notice, Bay may disconnect the System. A re-(onnedion fee in addition to all post due amounts, will be required prior to reactivating System. 3. BAY IS NOT AN INSURER, LIQUIDATED DAMAGES, LIMITATION OF LIABILITY: for all Systems and services provided, User acknowledges that it is impractical and extremely difficult to fix the actual damages if any, whkh may proximately result from Boy's negligence, a failure by Boy to perform any of the obligations herein, including but not limited to, installation, monitoring, warranty repair, repair service or other services, or the failure of the System to properly operate with resulting joss to User because of, among other things; a) The uncertain amount of value of User's property or the property of others kept on the premises which may be lost, stolen, destroyed, damaged or other. wise affected by occurrences which the System or service is designed to deed or overt- b) The uncertainty of the response time of any fire department or other response agency should they be notified as a result of a signal from or atpremises or notified of an audible device sounding; c) The inability to oscertain in advance what portion, if any, of any per- sonal injury, death or property loss would be proximately caused by Bay's failure to perform or by its equipment to operate; The nature of the service to be performed by Bay. User understands and agrees that if Bay should be found liable for loss or damage due to failure of Bay to perform any of fire obligations herein, includ- ing but not limited to installation, repair services, monitoring, fire inspections, or the failure of the System equipment in oily respect whatsoever, or Bay's negligence then, Bay's liability shall be limited to a sunr equal to the total of one half the annual payment or Fifteen Hundred Dollars ($1,500.00), whichever is the lesser, as liquidated damages and not as a penalty and this liability stall be exclusive; and that the provisions of this paragraph shall apply if loss or damage, irrespective of cause or origin, results directly or indirectly to persons or property, from performance or nonperformance of the obligations imposed by this agreement, or from negligence of Bay, its agents, assigns or employees. User may obtain a limitation of liability from Bay for a higher limitation of liabi ity in lieu of lite liquidated damages set forth above by paying an additional fee to Bay. If User elects this option, a rider will be added to this agreement which will set forth the amount of the limitation of liability and the amount of the fee. Agreeing to the limitation of liability does not mean that Bay is an insurer. 4. THIRD PARTY INDEMNIFICATION: When User, in the ordinary course of business, hos the property of others in its/his custody, or the System extends to protect property of others, User agrees to and shall indemnify, defend and hold harmless Bay, 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 Bay's performance or failure to perform and including defects in products design, installation, mon- itoring, repair, service, operation or non -operation cif the System whether based upon negligence warranty, contribution, indemnification, stria or proud liability on the part of Bay, its employees or agents, but this provision shall not apply to claims for loss or damage whi(b occur while an employee or agent of Bay is on User's premises and are solely and directly caused by such employee or agent. S. SUBROGATION: So for as it is permitted by User's property insurance coverage, User hereby releases, discharges and agrees to hold Bay harmless from any and all claims, liabilities, damages, losses or expenses, arising front or caused by any hazard covered by insurance in or on the User's premises whether said claims are made by User, his agents, or insurance company or other parties claiming under or through User. User agrees to indemnify Boy against, defend and hold Bay harmless from, any action for subragation which may be brought against Boy by any insurer or insurance company or its agents or assigns including the payment of all damages, expenses, costs and attorney's fees. User shall notify his insurance carrier of the terms of this provision. 6. USER DUTIES: You will instruct all other persons who may use the System on its proper use. If a problem in 1he System occurs you will notify us. Authorities may not respond to an alarm, and/or you may be subject to a fine or penalty unless you have all necessary permits and licenses for the use of the System. You agree that we may disclose the information of the Instructions to any governmental agency having jurisdiction over the use and operation of the System. You will notify us in writing of any change in your fire rating bureau or agency. 7. INSTALLATION: User will permit Bay to install the System during Bays normal business hours and will give Bay uninterrupted access to User's premises. User agrees to cam- pensote Boy for any additional installation/service visits required as a result of cancellation, readiness or unavailability to Bay's current prevailing rate. User has approved the loca- tions of where the control ponel, audible devices and all protective devices will be installed. User has the affirmotive duty to inform Bay, prior to beginning of installation, of every location at the premises where we should not (because of concealed obstructions or hazards such as pipes, vdres or asbestos) enter or drill holes. Upon request, User will repair the premises (including fixing broken sprinkler system components) reasonably necessary to facilitate the installation and operation of the System. If asbestos or other health haz- ardous material is encountered during installation, Bay vdll cease work until User has, at User's sole expense, obtained clearance from a licensed asbestos removal or hazardous material contractor that continuation of work will not pose any danger to Boy's personnel. In no case shall Bay be liable for discovery or exposure of hidden asbestos or other haz- ardous material, and User shall indemnify and hold Bay and its employees harmless from any claims brought against Bay and/or its employees by third parties for damages, per - TERMS AND CONDITIONS ARE CONTINUED ON THE NEXT PAGE 5A842(nRE E1e(ftdclW2015) PAGE 4 OF 6 USER: Gov City of San Rafael: Terra Linda Community Pool ADDRESS: 670 Del Ganado Rd. CITY; SAN RAFAEL Zip. 94903 sonal injury, death, emotional injury whether actual or prospective alleged) caused by the presence, spread, ingestion or inhalation of any substance/vapor on or originating from User's premises. If the System includes an audible bell, horn or siren, 11 is designed to shut-off after sounding for not more than fifteen (15) minutes. Boy is not responsible if the installation is delayed because of had weather, labor disputes, unavoilobiliry of electrical power or telephone service, Ads of God or other reasons beyond Bay's control. After (om- pletion the System, User and a Bay representative will inspect it. If something is missing or not properly installed you the User will nolify Boy within ten (10) days, otherwise the System will have been ac(epfed by User. 8. CHARGES, TAXES, RATE INCREASES: All charges set forth herein are hosed upon existing federal, stole and local foxes and utility charges, including telephone company charges, if any. Bay shall have the right at any time to increase the monthly charges provided herein, to reflect any additional taxes, fees or charges provided herein, or charges which hereafter may be imposed on Bay by any utility or governmental agency relating to the servi(e(s) provided under the terms of this agreement and User agrees to pay the some. So that Boy may properly adjust its rates to meet changing service costs and nohAlhstanding the terms and conditions set forth herein after the expiration of one (1) year from the date of completion of installation and not more often than once each twelve (12) months, Bay may increase the monthly service charge by up to 1.5 times the current Bureau of labor Statistics Consumer Price Index for all urban consumers (related areas) or if this index is discontinued a comparable index as measured from the date of this agree- ment to the effective date of the increase upon giving User notice in writing. The billing invoice setting forth the new charge shall be sufficient notice of the increase. Hat withstand ing any other terms and conditions set forth in this agreement, so that Bay may properly ad'ust periodi( charges to recover increases in its services costs which are not recovered by increase pursuant to paragraph above, at any time after the expiration of one ()) year �rom dote of installation, Boy may increase the monthly service charge to an amount exceeding the charge provided inparagraph above upon giving the User notice in writing. The billing invoice setting forth the new charge shall be sufficient notice of the increase. If User is unwilling to pay such additional monthly charges imposed pursuant to this sub -paragraph and Boy is unvi ling to rescind the additional amount User may terminate this agreement upon giving written notice to Boy within fen (10) days from the effective dale of the increase. User's failure to notify Bay vAfhln sold ten (10) days shall constifule User's consent to the increase pursuant to this sub -paragraph. 9. ASSIGNEES/SUBCONTRACTORS OF BAY: Bay may transfer or assign this agreement to any other person or entity including any financial institution or alarm company. User may not transfer this agreement to someone else (including someone w D purchases or rents User's premises) unless Boy approves l e transfer in writing. Boy may use sub- conlradors to provide installation, repair or monitoring services. This Agreement, and particularly paragraphs 3, 4 and 5, shall apply to the work or services Boy's assignees or subconlradors provide, and shall apply to them and protect Bay's assignees and subconfrodors in the some manner as it applies to and protects Bay. 10. MONITORING SERVICE: W' hen a signal from the System is received in Bay's Central Station, Boy will try to telephone the proper fire department or other emergency per- sonnel and the first available person on the Emergency Holificalion list User gives us. You will notify us in writing of any changes in the instructions. To avoid false alarms, Bay may call User's premises first to determine if an aduol emergency exists before Boy (ails any authorities. If Bay has reason to believe that no actual emergency exists, Bay may choose not to place such nofif i(olion calls. Bay may discontinue any port of this service if required to do so by governmental or insurance authorities. User acknowledges and agrees that both User and Boy are required to comply with all laws, rules and regulations regarding monitoring and alarm response enacted or adopted by the governmental authorities having jurisdiction over the System. If such authorities, now or in the future, require physical or visual verification or multi -telephone verificafion (e.. two -(all verification or EN) of any emergency condition before responding to a request for assistance, you agree to subscribe with us for such service, and you agree to pay an additional monthly fee for such service that will be added to the current monthly fee. User consents to the tape recording of all telephonic communications between Boy's Central Station and User's premises. Bay may charge User for nonemergency signals, use of premises keys or alarm response by Bay personnel. If Bay holds premises keys, it is hereby authorized to enter and make a visual Inspection of the interior of the premises or protected area. User acknowledges that if Boy utilizes a digital communicator for the purpose of sending alarm signals from User's premises to Bays Central Station, that the signals from User's System are sent over User's plain old telephone service to Bay's Central Station and other telephone calls cannot be made when the System is activated including 911 emergency operator calls; and in the event User's telephone service is out of order, disconnected, placed on vacation or othervrise interrupted, signals from User's System vrill not be received in Bay's Central Station during any such inlerru tion and the interruption will not be known to Bay. User further acknowl- edges and agrees that signals are sent over telephone company lines which are wholly beyond the controPand jurisdiction of Bay and are maintained and serviced by the applim- ble telephone company. User agrees to pay all charges for all telephone services connecting User's protected premises and Bay. User acknowledges that if ylireless Transmission becomes inoperative for any reason signals will not be received in Boy's Central Station. User acknowledges that Wireless Transmission may be impaired or interrupted by atmos- pheric conditions, including electrical storms, power failures or other conditions beyond the control of Boy. 11. EXCESSIVE ALARMS: In the event an excessive number of false alarms or service calls are caused by User or in the event User in an manner misuses or abuses the System, Bay may, in its sole discretion, deem some to be a material breach of contract on the pad of User and, of its option, be excused from further performance upon the giving of len (10) days written notice to User. Boy's excuse from performance shall not affect ifs right to recover damages from User. In the event Bay dispatches an agent to respond to an alarim originating from User's premises where User Intentionally, accidentally, or negligently has activated the alarm signal and no emergency exists, or if Bay makes any service call caused by the inadvertence or negligence of User, User shall pay Bay a service charge at Bay's then prevailing rates. User represents fie fully understands that the equipment, because of its sensitivity and mature, is subject to the influence of external events which are not within the control of Bay and which may cause fire alarm to activate. In the event a fine, penalty or fee is assessed against Bay or User by any governmental or municipal agency as a result of any alarm originating from User's premises, User agrees to be responsible for payment of all assessments and/or reimburse Bay for Boy assess- ments. Any or all such alarms shall not excuse any of the obligations of User as set forth in the agreement. 12. DISCONNECT POLICY: User hereby authorizes Bay to manually or automatically disconnect System if so ordered by apublic official or regulation or for nuisance or eledri- cal reasons or if Boy is unable to notify User at emer my numbers listed or if User declines or fails to arrive at premises within thirty (30) minutes offer notification. User agrees to hold Bay harmless and to indemnify Bay for any damage, loss, or liability which may result from the turning off of the System. 13. CONTROL COMMUNICATOR: The control (ommuni(ator is owned by Bay. User acknowledges and agrees that Bay reserves the right to access the digital control communi- calor by way of remote programming in order to perform diagnostics, change and/or update information, or disconnect service upon the termination or expiration of this agree- menl. 14. RENEWAL; ENTIRE AGREEMENT: This agreement shall automotically, without action by either party, extend and renew itself under the some terms and conditions for suc- cessive periods of two (2) years each, offer the initial period unless either party gives to the other at least thirty (30) days written notice, prior to expiration dole, or its intention to terminate this agreement upon its original or any renewed expiration date. It is understood and agreed by and between the parties hereto, that if there is any conflict between TERMS AND CONDITIONS ARE CONTINUED ON THE NEXT PAGE SA 842( nRE rledicM (04/201 SI PAGE 5 OF 6 this agreement and Users purchase order or any other document or Bay literature, INS agreement will govern, whether such purchase order or other document is prior or subse- quent to this agreement unless expressly superseded or replaced by a subsequent agreement. In the event any provisions or ports of this agreement shall be unenforceable, the parties understand and agree that the remaining provisions and ports shall continue in full force and affect. There are no verbal understandings changing or modifying this agree- ment. If User cancels agreement before installation begins, User agrees to Pay an administrative charge of 50% of the installation charge. %Ve retain ownership in the System until the sales price is paid in full. If you fail to make any payment for the purchase of the System you empower us and will permit us to disconnect and remove the System or any part of it from your premises. In addition we may pursue any rights and remedies vie may have as a secured creditor under the Uniform Commercial Code or pursue any other rights vie may have under the law. Removal or disconnection of Ilse Syystem shall not be deemed a waiver of our rights to collect damages, and we shall be under no obligation t0 restore your premises to its original condition if we terminate the instollation or remove the System or any part of it. 15. GOVERNING LAW: This writing is intended by the parties as a final expression of their agreement and as a complete and exclusive statement of the terms thereof. This agreement supersedes all prior representations, understandings or agreements of the parties; and the parties rely only upon the contents of this agreement in executing it. This agreement can only be modified in writing signed by the parties or their duly authorized agent. flo waiver or breach of any term or condition of this agreement shall be construed to be a waiver of any succeeding breach. User agrees that this agreement is performed in the state of California and shall be governed by the lows of California. User agrees that any and all legal proceedings will have Contra Costa County California as the exclusive place of venue. 16. LEGAL WAIVERS; JUDICIAL REFERENCE: Both potties hereby agree that no suit or action that relates in any way to this agreement (whether based upon contract, negli- gence or otherwise) shall be brow ht against the other more than one (1) year after the accrual of the cause of action therefore. Both parties agree that no lawsuit or any other legal proceeding connected with tis Agreement shall be brought or filed more than one (1) year after the incident giving rise to the claim occurred. Any controversy, dispute, or claim between the parties arising out of or relating to this Agreement, (other than anions brought by Bay in small claims court to tolled amounts due under this Agreement) wlll be settled by a reference proceeding in Contra Costa County California, in accordance with the revisions of Sections 638, et sect and 641 through 645.1, and of the California Code of Civil Procedure, or their successor sections, which shall constitute the exclusive remedy for the resolution of any controversy, dispute, or claim concerning this Agreement, includ- ing whether such controversy, dispute, or claim is subject to the reference proceeding. The referee shall be appointed to sit as a temporary Judge with all of the powers of a tem- porary Judge authorized by law. Pn the event that the enabling legislalion, which provides for the appointment of o referee is repealed and to successor statute is enacted, any dis. pute between the parties that would otherwise be determined by a reference procedure herein will be resolved and determined by binding arbitration. That arbitration will be con- ducted by a retired Judge of the Superior Court in accordance valh Section 1280 to 1294.2 0�the California Code of Civil Procedure, as amended from time to time. 17. IMAGING- User agrees that Bay may save and store all agreements and other documents executed by User in an electronic media and all such agreements and other docu- ments shall be deemed to be, and may be used by Bay as, originals and shall be given the some force and effect as the paper -form original. 18. DEFAULT BY USER; EXPIRATION; TERMINATION: If any Proceeding in bankruptcy, receivership, or insolvency shall be commenced by or against User or his property, or if User makes on assignment for the benefit of creditors, User and Trustee or Assignee appointed to take charge of User's assets shall elect vdthin thirty (30) days to assume or reject this agreement. It assumed, the potty assuming this agreement shall within sixty (60) days thereafter: (1) cure all defaults including payment of all amounts due, and (2) provide to Bay adequate assurances of the future performances. Bay shall have the right to terminate chis agreement. If User defaults or cancels this agreement, or this agreement is terminated in whole or in part for any reason other than Bay's default, Bay shall be entitled to collect and User shall paoyy to Be(:(i) all amounts due to Bay for services per- formed and equipment provided through the termination dale of the agreement, and (ii) all amounts to which Boy is enl'dled bylaw for the unexpired term of the agreement, including loss of profits. Thirty day written cancellation required. At the expiration or termination of this agreement for any reason, Bay is authorized to enter onto the premises of User and remove Bay's identification signs, decals, equipment and reprogram or otherwise modify the control communicator so that it will no longer communicate signals to Boy's Central Station. 19. BAY'S LICENSES: CONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED BY THE CONTRACTOR'S STATE LICENSE BOARD WHICH HAS JURISDICTION TO INVESTIGATE COMPLAINTS AGAINST CONTRACTORS IF A COMPLAINT REGARDING A PATENT ACT OR OMISSION IS FILED WITH- IN FOUR (4) YEARS OF THE DATE OF THE ALLEGED VIOLATION. A COMPLAINT REGARDING A LATENT ACT OR OMISSION PERTAINING TO STRUCTURAL DEFECTS MUST BE FILED WITHIN TEN (10) 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 2600, SACRAMENTO, CA 95826. Please Read Entire Agreement BAY ALARM: Ian I M1 .;✓ 4,7V Groh Lk) Ls+-? hal SAKS a«�,� CID - Pre5t0 1�- AGQIT 7 I - APPROVED (Office Use Only) DATE USER SIGN, DATE & PRINT NAME HEREDATEDF / /.:i- / -)- OIL- ►h D YEAR YTERM�AMHD TAtID A FES BY SIGNING eE101'i, UStR IS BOUND 70 ONDUION IF AL PAGES of THIS AGREEmurr #146. Citv Manaqer TNATURE l TITLE Eula \ SIGNER'S f1 r (PRINTED OR TYfrk`0 O CORP C] LLC D SOLE PROPRIETOR ❑ PARTNERSHIP ® OTHER Mu n i c i l)a 1 Corp. This agreement will not he effective until either approved by one of Boy's managers, or Bay begins the Instd'mion of the equipment a Inifoles service. In the event of disopprovol, Bay's arty obligation shop be to refund any monks pe.d by User to Bay. User acknowledges and agrees that User w 1 not receive o copy of Ih's agrtemew s!gned by Boys manager, and such IcA of rece.pl shall not, in any Wray, involicive or otherwise affect Ihis agreement. ATTEST: SA$42rFIRE fteaten'c(04/2015) PAGE 6 OF 6 /� G - Esther C. Beirne, City Clerk j6 j? ("65, Robert F. Epstein, City Attorney Addendum to Agreement betiveen Bay Alarm and City of San Rafael re Terra Linda Community Pool The following are amendments to the terms of the Agreement between Bay Alarm and the City of San Rafael related to the Terra Linda Community Pool: 1. Term: Renewal. Notwithstanding any other provisions herein, this Agreement shall be terminable for cause at any time by either party for uncured breach of the terms of the Agreement upon ninety (90) days written notice to the other party, shall be. automatically renewed after the initial 5 year term for successive two (2) -year periods unless at least ninety (90) days written notice of termination is given by either party prior to the expiration of the term of the Agreement, and shall in no event be extended beyond June 30, 2025. 2. Total Pavments. The total payments made by User to Bay under this Agreement shall not exceed Thirty Thousand Dollars ($30,000). 3. Monthly Service Charge. After the first two years of the Agreement, Bay shall not increase the monthly service charge by more than the increase in the Consumer Price Index for the San Francisco area in the previous one year period. 4. Insurance. Bay shall maintain insurance coverage during the term of the Agreement as provided in the Insurance Requirements Sheet attached hereto as Attachment 1, and the parties agree that the insurance types and limits set forth in Bay's form of Certificate of Insurance attached hereto as Attachment 2 will satisfy Customer's requirements under the Agreement and that the insurance shall only be primary and non-contributing for those claims and losses where any alarm system equipment provided and installed by Bay at the site where Bay is providing services under the Agreement (the "Location") is the sole and direct cause of any property damage or personal injury (as opposed to cases where failure or malfunction of the alarm system merely contributes to a loss or injury started from another source), or where an employee or agent of Bay causes personal injury or property damage in performing installation or servicing of equipment while such employee or agent is onsite at the Location, whether through negligent acts or omissions or willful misconduct. Notices. Notice under the Agreement shall be given as follows: To Bay: Bay Alarm Company 1016 Clegg Court Petaluma, CA 94954 To User: City Manager City of San Rafael P.O. Box 151560 San Rafael, CA 94915 6. Indemnification: Limitation of Liabilitv. Notwithstanding any other provisions herein, Bay agrees to the following: Bay shall indemnify and hold harmless User as provided in San Rafael Municipal Code Addendum to Bay Alarm Agreement — City of San Rafael Section 11.50.130, provided, however, that such indemnification obligations shall only apply to claims, losses, damages, injuries and liabilities ("Losses") where any alarm system equipment provided and installed by Bay at the Location is the sole and direct cause of any property damage or personal injury (as opposed to cases where failure or malfunction of the alarm system merely contributes to a loss or injury started from another source), or where an employee or agent of Bay causes personal injury or property damage in performing installation or servicing of equipment while such employee or agent is onsite at the Location, whether through negligent acts or omissions or willful misconduct. For any Losses where Bay's actions while at the Location are the sole and direct cause of aforesaid Loss (and not equipment or monitoring failure), Contractor has the duty to defend as set forth in Section 2778 of the California Civil Code. Notwithstanding the foregoing, in the event Bay is found liable for a Loss allegedly or actually caused by or resulting from the failure of Bay's products or services to prevent, deter or detect the event such products or services are intended to detect, deter or prevent, Bay's maximum liability shall be Ten Thousand Dollars ($10,000) as liquidated damages and not as a penalty and this liability shall be exclusive. 7. Construction. This Addendum shall be deemed fiully incorporated in the Agreement to which this Addendum is attached, and this Addendum and the Exhibits to the Agreement and the Agreement shall collectively be referred to as the "Agreement." All terms shall, unless expressly provided to the contrary herein, have the same respective meanings as set forth in the Agreement. Unless expressly provided to the contrary herein, to the extent that any provision of this Addendum conflicts with any provision of the Agreement, this Addendum shall control. All other provisions of the Agreement, as amended, shall remain in full force and effect, including any portion of any section modified in this Addendum which is not inconsistent with the changes set forth herein. 8. Severability. If any provision of this Addendum shall be deemed for any reason to be invalid, illegal or unenforceable, such provision shall be severed from the remainder of this Addendum, and that remainder shall continue in full force and effect. Addendum to Bay Alarni Agreement — City of San Rafael Attachment 1 MA"P. CITY OF SAN RAF AEL Gary o. Phar..as I'" "Y" Department of I'd.., Cuyugmt.11cCuDough tMtxMMRAt Public U -01-k-5 Vmtbeh Bushey cl MW Cohn John GwOht r SU-RANCEREQUIR LENTS SH FT SUBJECT: CONWERCUL GENFR L LLIBILIIY. AUTOMOBILE ALXD WORRIERS' COMPE-NSATION URMA.\CE aLUOR PUBLICITORKS COXIMACTS1 The City of San Ra6el requires that all Contractor and Subcontractor performing work under a Pubhc Works contract with the City catty commercial general liabibw•. automobile. and workers' compensation insurance. The Contractor and Subcontractors shall insure the City. its elective and appointive Boards. Commissions. Officers. Agents and Employees. as follows: Commercial General Ilabilir•: Minirown of 51.000.000 per occurrence and 5:,000,000 aggregate coverage. Automobile Liability: :Minimum of $1.000,000 coverage. 'Workers' Compensation Liabilir•: Stawutory coverage The required commercial general liability insurance pohcy shall protide or shall be endorsed to provide that the City. its officers, employees. agents and volunteers are additional named tnsureds under the policy. that such policy shall be primary and non-conmbuton• and will not seek contribution from the Cir•'s iiinuatnce or self insurance. The-rrimary and non•conmbutor%`* coverage sball be at least as broad as CG 20 0104 1:. The linuts of insurance required in this Agreement may be sansiied by a combination of primer.• and umbrella or excess ina+nnce. Any umbrella or excess imsurance shall contain or be endarsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (ii agreed to in a written contractor or agreement) before City s ow•n insurance or self-insurance shall be called upon to protect it as a named insured. The instuance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel terminate. or otherwise modify the terms and conditions of said insurance policies except upon tea (10) days -written notice to the City. It shall be a requirement under the contract that any available insurance proceeds broader than or to excess of the specified minimum insurance coverage requirements and:or limits shall be available to Cir- or any other additional insured paw. Furthermore. the requirements for coverage and limits shall be: (1) the ntinimumt coverage and limits specified in the contract, or (_Y) the broader coverage and mti%imun limit, of coveraee of any insurance policy or proceeds available to the named insured: w•hiclfever is grater. Addendum to Bay Alann Agreement — City of San Rafael Any deductibles or self-insured retentions in the required insurance policies must be declared to and approved by the City. and shall not reduce the limits of liability. Policies contamnaff any self-mstued retention (SIP.; provision shall provide or be endorsed to provide that the SIP, may be satisfied by either in�Zu the named red or City or other additional insured pan. At Cin' s option. the deductibles or self- insured retentions with respect to Cite shall be reduced or eliminated to City's satisfaction or Contractor or subcontractor shall pro.~ure a bond guaranteeing payment of losses and related imvestigations. claims administration. artomev s fees. and defense expenses. Contractor and subcoturactors shall provide to the City all of the following: (1) Certificates of Insurance evidencing the required insurance coverage, (2) a copy of the policy declaration page and or endorsement page listing all policy endorsements for the commercial general liability• policy. and (3) excerpts of policy laniniage or specific endorsements evidencing the other msuratice requirements set forth in this Agreement. City reserves the right to obtain a null certified copy of any insurance policy and endorsements from Contractor and subcontractors. Failure to exercise flus rieln shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to forms and sufficiency by City. The insrranee policies shall provide for a retroactive date of placement coinciding with the effective date of this conract_ The insurance policies shall include. in their text or by endorsement. eo:•erage for contractual liability and personal injury. If the insurance is wriatn on a Claims Made Form. then. iollowin-v termination of the contract said insurance coverage shall survive for a period of not less than fire years. The Cin• reserves the right to decrease the amount of work specified herein at any time Addendum to Bay Alarm Agreement — City of San Rafael Attachment 2 Bay Alarm Form of Certificate of Insurance 13AYAL-2 oPw:JC ACORJTJ tai °5CERTIFICATE OF LIABILITY INSURANCE I 02.21 016 I THIS CERTIFICATE IS ISSUED AS A MATTER OF RIFORMATION ONLY AILD CONFERS 110 RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES IIOT AFFIRMATIVELY OR NEGATIVELY A1.IEIID, EXTFIJD OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF IIISURAIJCE DOES NOT COMMUTE A CONTRACT Bl TWEEII THE ISSUIIIG INSURER(S), AUTHORIZED REPRESE11TATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL IIISURED, the pollcy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER I HS"T"Cenfricate DepL Legacy Risk d Insurance Svcs CA License =OH66758 I a-e.n• 925 4824000 I IM -C.1411. 925482-1001 I 1650 t.1L Diablo Blvd. Ste;400 eln ss: certificatesftle0acyrisk.net I Walnut Creek. CA 94596 r ERAGE I luta I COQ HLLLRERIsI AFFOROEIC essu!ea A: N1—'uncal -1 ""C" PA 19445 I 125674 INSURED Bay Alarm Company I msu"A is: tMOM Prop on Co of Gm Bales Holdings. Inc. I L'ISURER C' Zvn:R ✓mMe1R elf CO 60 Berry Drive 116535 Pacheco. CA 945555601 ICILURER O: I DIsu"ReI UIfU/l A P: - s4yE WE _ 21FA FlSATE r1UMBER: REVISIO11 NUMBER: IS Iv Ib E4TiF1' TeViT Tic P Cj(ra aDFF I..�j�5'IIJPk NCE LISTED BELOG✓ HAVE BEEN ISSUE -3 TO THE CISURED Nt1.+E0 ASME FOR THE POLIC+' PERIOD 1,401CATED. HOTNITHSTAIJ3e:G ✓Jrr RECUIP.7.164r, TE'.11 OR cor V.TIOri OF AYY COYTRACT O3 OTHER DOCo%IE r V✓fTH P.ESFECT TO WKCH THIS CERTIFICATE MAY BE ISSUED Oi MAY P7iTA11., THE IMURAHCE AFFORDED BY T'r1E FOUCIS DESCRIBED HEREIN ISS S1JBJ'cCT TO ALL THE TERIAS. EXCLUSIW SA`13 CONDMONS OF SUCi POLICIES. L IJITS -"O'IM MAY NAVE BEEN P.EOJCED BY PAIS CLFJI,15. MSR �UVL sago (� TYPEOFUHURANCE Olin win POUCYIIJMO!A po�1��c7�OF POLICCYY® n111P091) 111 �INDPYYYYI LWns 1.000.006 A x I coMMERCU,LGetwim u.slurl' 1 .Q�% ,PE'-� _ . LAK arse, c�r�svr_ E QX CC_R 5100297 03012016 03:011017 300.000 VEDW A.1Or2PMOT: L 10.006' PEP.COV-s A74e+.L-.Y t 1.000100C• G---_`ILAWRLGATELP:JTA-Z ILC PER GE'."RILAC-3REGA"- 2.000.00(: �POUeYa eC E-1 t 2.000.00(1 OTMEP AUTOMMU!UAeItm ii xccaru"-,.LulnT 1.000.00G B ANY AJTO JlDdlplStX•TL•ti 03:012016 03:01:2017 ea:A:YelAAY Pus -1• E _Y A F:L'.� I ea:t Y71:JRY Ptra>rsfvl _ ALLMUED V?Y-0irY� �J P•rna.!tt ::AVA,! AUTDC you Ss:a rtq X co"In" X UMBIL1LA ll -B I I a�R EACM OCtt"PENCE ., EXCESS UL5 I( --'i n„V.,�Ja} I A2GR!•3ATE DE3 RETEYnaxs kMp�sillo t m Hd Lkens 1 NOEMiLOYE7tr UABIIIY YIN A 1\YPPgP!tiR4'.PARTIERD:5:JM 012016091 X I CTATfF I I FR 03.01/2016 03i0120171e,L3.:HAc:0Llrr t 1,000,000 OFn:ERi.zvsER Em -L ex �11r.1 (wrtdslory U11110 I -_ 34LACE - FA m;,_ot r: 1 1,000.000 r es,ots.=-*t mr 3 ccRIPnONOFO:.'_!AnC\�:4 ]1 E_DI:J.C!•:OJCY UteT 5 1.606.666 C usuaRrriwEgUI CPPtiM756i 03.012016 03/011017 Equip Val 100.000 ea C Installadon FIU CPPM12754J 03.012016 03/012017 Transit 160,000 DE3CRPnONDFOPEUnOlIsrLOCZrID115/'.Yr4CL NC°.TD tOt.mo:lonM R/a1ru15tAn11 e.rnrywltuuta l/Tire ylrnMreglTeeJ EVIDENCE OF COVERAGE ONLY f,ERTIFICATE HOLDER CAIICELLATIOIJ SAMPLEI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ..17TtpRITLD REPResonATiK n r` 1988.2014 ACORD CORPORATIOII. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD Addendum to Bay Alarm Agreement — City of San Rafael BAYAL•2 PAGE 2 NOTEPAD Y7sv.uzs WIVE Bay Alarm Company OP ID: JC o,u 02/25/2016 BAY ALARM COMPANY Additional Insured Amendment User has requested and Bay has agreed to cause User to be named as additional insured to Bay's commercial general liability insurance coverage (the "Coverage") solely in accordance with the terms, covenants, limitations and conditions set forth in both this amendment and Bay's commercial general liability insurance policy including any endorsements thereto (the "Policy"). User acknowledges and agrees tIIat Bay would not agree to name User as an additional insured unless User agrees to be bound by the terms, covenants, limitations and conditions contained herein. 1. User Name as Additional Insured. As soon as reasonably possible after execution of this amendment, Bay will request its liability insurance provider to name User as an Addi- tional insured on the Coverage and will provide User with a certificate of liability insurance issued by Bay general liability insurance produ- cer evidencing the same (the "Certificate"). Extent of Coverage. User acknowledges and agrees that being named as an additional insured on the Coverage is limited as follows: a. The terms and conditions set forth in the Additional Insured Endorsement to the Policy and the Certificate are incorporated by reference herein. b. User is an additional insured under the Coverage but only with respect to claims, losses or liability asserted by third parties (and not Usex,its owners, including without limitation, its parent shareholders, members or partners, its agents, employees, successors and assigns) arising out of ongoing installation and service work caused solely by Bay while working onsite, but excluding monitoring, equipment failure, alarm response service, alarm losses or claims for any reason whatsoever including a negligence claim pexformed by Bay during the term of the Agreement for alarm system(s) and service(s)between Bay and User (the "Agreement") and not work performed by User or anyone else or the operations of User or anyone else. c. User is not an additional insured under the Coverage for claims for injury, loss, liability or damage to User, its agents, employees, successors or assigns (as opposed to claims asserted against User by (third parties) that may be asserted by User against Bay. d. This amendment shall terminate concurrently with the termination of the Agreement for any reason, and thereafter shall be of no further force and effect/ or upon completion of Installation. 3.Rati.fication of Agreement. Except as expxess y set forth herein, the terms, covenants and condi- tions set forth in the Agreement remain unchanged and are hereby rati- fied and affirmed. User acknowledges and agrees that naming User as an additional insured under the Coverage does not, in any way alter, amend, limit or mitigate: (i) the limitation of Bay's liability: (ii) Bay's right to indemnification for thud party claims: or (iii) User's waiver of subrogation, set forth in the Agreement. [contracts/amendment 9/20121 ***THE FOLLOWING ENDORSEMENTS APPLY ONLY AS INDICATED IN THE DESCRIPTION OF OPERATIONS*** GENERAL LIABILITY: * Per attached Form CG2033 07/04, (SEE CERTIFICATE) is/are named as Additional Insureds) as respects General Liability as required by written contract regarding the Ongoing Operations for Installation & Service Work performed exclusively by Bay Alarm Co. but excluding monitoring 6 Alarm Response Service. * Coverage is rimarx 1f required by written contract per form 74434 1099 * Waiver of Subrogation if required by written contract per Form CG 2404 0509 AOTOMOBILE LIABILITY: * Additional Insured if required by written contract * Waiver of Subrogation if required by written contract per form CA T353 0215 Addendum to Bay Alarm Agreement — City of San Rafael BAYAL.2 Pace 3 NOTEPAD wsuRFzs us+E Bay Alarm Company OP ID: JC Bits 02.2512016 1tl)RKFMI CMIFSNSATIOA: t Waiver of Subrogation if required by written contract per Fom WC 040361 (California Only) *10 Days notice of cancellation for non-payment of premium Addendum to Bay Alarm Agreement — City of San Rafael PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLIP Below is the process for getting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all professional services agreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Department I City Attorney 2 Contracting Department 3 Contracting Department 4 City Attorney 5 City Manager / Mayor / or Department Head 6 City Clerk Description Review, revise, and comment on draft agreement. Forward final agreement to contractor for their signature. Obtain at least two signed originals from contractor. Agendize contractor -signed agreement for Council approval, if Council approval necessary (as defined by City Attorney/City Ordinance*). Review and approve form of agreement; bonds, and insurance certificates and endorsements. Agreement executed by Council authorized official. City Clerk attests signatures, retains original agreement and forwards copies to the contracting department. To be completed by Contracting Department: Completion Date 0,< c.s fr. •n .f-7-0 ! �j e- �" /�/fes LA -d, T o,e.#---- Project Manager: Project Name: f { Agendized for City Council Meeting of (if necessary): IVA- FPPC: ❑ , check if required If you have questions on this process, please contact the City Attorney's Office at 485-3080. * Council approval is required if contract is over $20,000 on a cumulative basis.