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HomeMy WebLinkAboutContracts & Agreements_64-2014_CCv0001.pdf ACO 99 PACIFIC ALARM SERVICE C10/C28/C16 606732 521 Wellwood Avenue Beaumont,California 92223 Voice:(951) 845-1666* Fax:(951)769-1230 www.12acificalarm.com MONITORING AND SERVICES AGREEMENT Check all that apply: 13 RESIDENTIAL W COMMERCIAL HARD WIRE 0 WIRELESS 13 CELLULAR 0 RADIO 0 INTERACTIVE SERVICES INTRUSION MONITORING 13 HOLD UP OR DURESS 0 VIDEO MONITORING 13 WATER DETECTION ❑ FIRE MONITORING 0 FIRE TESTING AND INSPECTION 0 WATER FLOW VALVE SUPERVISION 0 UL FIRE RUNNER CONTRACT# 7047 fbis Monitoring and Services Agreement is entered into on May 6 20.1`I _,by and between City of Redlands- Hinkley Water Treatment Facility "your"),and Pacific Alarm Service,a California corporation("we,'..LIS,"..out"). YOUR INFORMATION YOU/Contact Person:_qty,of Redlands-Hinkley Water Treatment Facility Premises Address: 1604 Crafton St, Redlands,CA 92373 Billing Address:._..Cdyjo�C1 f .ApCounts Payable PQ Box 3005 Redlands, CA 92373 Phone: 909-798-755� Cell Phone: 909-798-7655 Email: rcrossQcityofred lands.org 1. Term. The original term of this Agreement is three years,and the Agreement automatically renews for successive one- year periods unless either party notifies the other in writing of its intent to terminate no less than 60 days before the expiration of the original or renewal period. 2. Monitoring Services;Communicator; Programming;Verification. 2.1 Monitoring. You chose the monitoring service,and agree that the service meets your needs. Additional,different,or higher levels of protection and service were discussed with you and are available from us at an additional cost.The signals or images, if any,from the security system or the signals from the fire system at the Premises(**System")are monitored at our monitoring center or an independent monitoring center("Monitoring Center")that we select. If the System is removed for any reason,we are not obligated to restore the Premises to its original condition or to redecorate the Premises. Upon connection or activation of your security alarm system,we will thoroughly instruct you in the proper use of the System. 2.2. Communicator. We will install,cause to be installed,or program,whether in person or remotely,a communicator at your Premises to transmit System signals or images, if any,from your System to our Monitoring Center. All long-range radios, transceivers,and cellular or other communicators,and our yard signs and window stickers remain our property at all times and may be removed by us. When this Agreement expires or is terminated,you will immediately allow us to remove or deactivate, whether remotely or otherwise,the communicator. Until the communicator is deprogrammed,you are responsible for monitoring fees. 2.3 Program;Visual. We may program the System remotely,and you will allow us access to do so. If your law- enforcement or fire department requires or later requires visual or other verification procedures of an emergency before responding to a System signal,you must comply with the requirement and subscribe for that service if provided by us. We may charge an additional fee for that service. 13 If you are using a traditional phone line or an internet-based transmission to our Monitoring Center,you thoroughly discussed with us the availability of cellular or radio back-up transmission of alarm signals from the System to the Monitoring Center,and that these services are available at an additional cost.You do not want back-up transmission of alarm signals and understand that,if your transmission service is interrupted or disconnected,no signal will be sent to the Monitoring Center, and emergency personnel will not be called. Your Initials 3, Services and Payment. 3.1 Services. We will provide the following services and you will pay us as follows: W Monthly Monitoring of System as Part of Service 0 Monthly Monitoring of Subscriber owned alarm system Fire Monitoring Services: 0 Fire Monthly Basic Monitoring Services: C3 Fire Monitoring with UL Runner Services: 0 Fire Monitoring with UL Certificate annual/mo: 0 Additional Fire Alarm Panel at Same Premises: Intrusion Monitoring Services: N Monthly Monitoring Services—Basic $i2LLO E3 Monthly Monitoring Services— with open/closing with supervision and notification by Monitoring Center: $_ E3 Monthly Monitoring Services—with open/closings E-mailed Weekly to You: $_ (E-mail Address: Monitoring and Services Agreement—Please read all pages! Page 1 of 6 Cl-02/14 Your Initials Additional Services per Month: 0 Cellular Transmission of Signals: 0 Radio Transmission of Signals: 0 Other Service: Other Services: 0 Fire Inspection and Testing per attached Scope of Work, which is a part of this Agreement: TOTAL AMOUNT FOR ORIGINAL TERM: $202.50 Payment Options:G�Monthly—$UZ�'30 0 Quarterly—$___ C3 Semi-Annually—$_ 13 Annually—$_(paid in same month as above) 3.2 Payment. You must pay the prorated fees for the month in which monitoring services begin. Payments are payable in advance,on the first day of the month,commencing on the date set forth above. Your payments shown above do not include any applicable tax. If any taxes are due,you Must pay the tax in addition to your monthly payments. No finance charge or cost of credit is associated with this Agreement. ACCEPTANCE The prices,specifications,and conditions in this Agreement are satisfactory.You understand,approve,and accept this Agreement,in particular Paragraphs 11,16,and 22,which set forth our maximum liability if there is any loss or damage to you or any third party.You understand that you may obtain a higher liability limit by paying an additional charge.You received a completed copy of this Agreement and, if you are a residential customer,two copies of the Notice of Right to Cancel.You were advised that there are additional,different,or higher levels of protection and service available.The services provided are based upon your specific request,approval,and cost considerations,for which you must hold us harmless. [language must be in 10-point bold) For our residential customers only—You,the buyer,may cancel this transaction at any time before midnight of the third business day after the date of this transaction.See the attached Notice of Right to Cancel form for an explanation of this right. El FAMILIARIZATION PERIOD REJECTED WARNING- Various System components or products may contain lead or other chemicals known to the State of California to cause cancer,birth defects,or other reproductive harm. YOU PACIFIC ALARM SERVICE Dated: Dated: Print Your Name/Title Au orized Company Representative 0 Corporation 0 LLC 0 Pa nership 13 Sole Owner Salesperson Name and No.: .......... Your Signature: e.i_.. ortant terms on other pages" ATTEST: Sam Irwin, City Clerk Unless we either a rove it in writ-ing y an authorized company representative,or(2)begin services,this Agreement is not binding upon us.if we do not approve the Agreement,our sole liability is to refund the amount paid to us when you signed the Agreement.Not receiving a copy signed by us does not make this Agreement unenforceable. 4. Fire Inspection and Testing. 4.1 'fest and Report. You must inspect and test your fire System according to the applicable code and the frequency specified. If you selected fire testing and inspection,we will test and inspect your System according to the applicable code, regulation,car guideline of the authority having jurisdiction of your Premises. We will record and update normal and abnormal conditions or characteristics for the System or the portion of the System being tested or inspected, including panels and other System devices or components as required.We will provide you with our written report and all other required materials within five business days of the test or inspection. Deficiencies will be provided within one business day or discussed during the inspection. Procedures performed,as well as any defects or deficiencies discovered and our recommendations,will be noted in our written report. We will return all paperwork or plans provided to us by you upon the completion of the tests or inspections or with the delivery of our written report, 4.2 Access. You will permit us to enter the Premises to service, inspect,or test the System and will provide uninterrupted access.While we are on the Premises,you will provide continuous electrical service. 4.3 Cancellation. You will provide us a minimum of 24-hours notice of cancellation of a scheduled inspection or testing. You will pay us a cancellation fee of$100 per scheduled inspection for cancellations not received on a timely basis. 5. Disclaimer of Warranties; Liability; Consequential Damages. Our obligation to provide the System or any other set-vices arises solely out of this Agreement and not through any other means.We do not represent or warrant that the Monitoring and Services Agreement—Please read all pages! Page 2 of 6 CL 02/14 Your Initials System or service may not be compromised or by-passed;will detect or prevent all burglaries,hold-ups,personal emergencies,fires,smoke or water damage,or otherwise;or that it will in all cases provide the protection for which it was installed or intended.We or our agents or employees made no representations or warranties,express or implied,as to any matter whatsoever,including without limitation,the condition of the equipment,its merchantability,its fitness for any particular purpose,or noninfringement or title.You did not rely on any representation or warranty,express or implied. Any information provided or promise does not create an express warranty,and will be considered expressions of personal opinion only. If we were to have any liability greater than that agreed to by you in Paragraphs 11,16,and 22 of this Agreement,we could not and would not provide the System or services,and we could not provide the System or services at the rates contained here.The warranty provided in this Agreement gives you specific legal rights,and you may have other rights that vary from state-to-state.We are not liable for special,consequential,or incidental damages.Some states do not allow the exclusion or the limitation of consequential or incidental damages,so the above limitations or exclusions may not apply to you. 6. Response to Signals. 6.1 Intrusion Signals. If we receive an intrusion signal,we will,without warranty,make reasonable efforts to reach you or someone at the Premises who is on your Call List(see Paragraph 14)and can verify whether an alarm is false. If we are unable to reach you or someone at the Premises,a second call attempt will be made to the next person on your Call List,Unless directed otherwise in writing by you,if we are unable to reach the first two people on your Call List or if we in Our sole discretion question a response we have received,we will,without warranty,notify emergency personnel. 6.2 Holdup or Panic. If we receive a hold tip,duress,or panic signal,we will,without warranty,call emergency personnel,and if requested in writing by you,notify you or your designated representative shown on your Call List. 6.3 Video or Images. If we receive video or images, if available, from your System,and we reasonably believe that the images do not indicate an emergency condition,we will,without warranty,make reasonable efforts to call you or someone at the Premises who is on your Call List and can verify whether an alarm is false.If we are unable to reach you or someone at the Premises,a second call attempt will be made to the next person on your Call List but we will not notify emergency personnel. If' we reasonably believe that the images do indicate an emergency condition,we will,without warranty,call emergency personnel, and if requested in writing by you,call you or the designated person on your Call List. 6.4 Medical Emergency Signals. If we receive a medical emergency signal,we will,without warranty,make reasonable efforts to reach you or someone at the Premises who is on your Call List and can verify whether an emergency exists. If we are unable to reach you or someone at the Premises,a second call attempt will be made to the next person on your Call List. Unless directed otherwise in writing by you, if we are unable to reach you or the next person on your Call List,we will,without warranty, notify emergency personnel. Two-way voice communication is not provided and,if you push the medical button on your alarm keypad,you will need a telephone to talk with someone. The alarm siren will not sound when the medical button is activated, 6.5 Fire Signals;Carbon Monoxide Signals, If we receive afire alarm signal from commercial premises,we will, without warranty,notify emergency personnel and notify you or your designated representative by calling the specified telephone number(s)on your Call List. Trouble or supervisory signals from your fire System are sent to your designated representative in the manner directed. If we receive a fire alarm signal from residential premises,we will,without warranty, make reasonable efforts to reach you or someone at the Premises who is on your Call List and can verify whether an alarm is false. If we are unable to reach you or the next person on your Call List,we will,without warranty,notify emergency personnel. 6.6 Forced Entry.You understand that emergency personnel may forcibly enter the Premises when they are told that we received a fire,medical emergency,or carbon monoxide signal from your Premises. You consent to this.You understand that damage to your property may occur and that you are responsible for all costs related to that damage. 6.7 Water Detection. If'we receive a water detection signal,we will,without warranty, make reasonable efforts to call You or someone at the Premises who is on your Call List and can verify whether a condition exists. If we are unable to reach you or someone at the Premises, a second call attempt will be made to the next person on your Call List but we will not notify emergency personnel.The alarm siren will not sound when a water detection signal is activated. 6.8 Interactive Services;Two-Way Voice. If you selected interactive services,you may receive customized email and text message alerts about System signals on your computer,tablet,smart phone,or other mobile device as well. Certain wireless or interactive services require a compatible computer,tablet,cell phone,or other device with internet and email access.Not all devices will work with these services and you must provide your own devices at your sole expense. You understand that we have no control over these devices,or your internet or email access.Cellular data providers may charge additional fees for accessing the System on wireless devices. 'These charges are your sole responsibility. If you selected emergency two-way voice service,there is a risk that the connection may be interrupted or unable to connect,that the call may be dropped,and that the sound quality coming through the System may be distorted or impossible to understand or hear. 6.9 Permits; Consent. Certain law-enforcement or emergency agencies will not respond to an alarm signal unless you have a valid alarm user permit,which you must keep current and renewed as required. See Paragraphs 13.7 and 13.8 for more information regarding alarm permits. If required to do so by any governmental authority or insurance interest,we may discontinue any particular form of response.You consent to the recording of all telephone calls with the Monitoring Center. 7. Familiarization Period. Except where required by law,unless you reject the familiarization period by initialing the checkbox above your signature,during a seven-day period(or any period required by law)following completion of installation and connection to the Monitoring Center(and during any applicable extensions),we have no obligation to,and will not,respond to any security alarm signal from your Premises that is received by our Monitoring Center. Even if all actual emergency occurs during this period,we have no obligation to,and will not,notify emergency personnel,you,or your designated representative,or take any other action with regard to a signal we receive. 8. Alarm Signal Transmission Methods. 8.1 Telephone Lines.You must pay all charges made by the telephone company or other utilities for installation or activation of service connections,telephone jacks,leasing,and service charges of telephone lines connecting your Premises to our Monitoring Center, All charges for the installation and continuity of telephone service connections for the System are your sole responsibility.Activation of the System will interrupt and disconnect any telephone call in progress.You will be unable to use that line for 911 or any other emergency service.For these reasons,we recommend a dedicated telephone line for your System. If your telephone service is out of order,disconnected,placed on vacation,or otherwise interrupted,signals from your System will not be received by our Monitoring Center during any interruption in telephone service. Interruptions will not be known to our Monitoring Center or us,and emergency personnel will not be called.You must pay us for any costs incurred to reprogram the digital communicator to conform to telephone company-initiated changes in dialing procedures or area codes.Costs are based on our then current standard service call charge. We recommend two dedicated telephone lines for your fire System. 8.2 Cellular or Radio'Transmission. If cellular or radio service is used as your primary or secondary transmission method,the System's communicator is connected to a cellular or radio network. The use of radio frequencies is controlled by the Federal Communications Commission("FCC"),and changes in FCC rules,regulations,and policies may necessitate discontinuing Monitoring and Services Agreement-Please read all pages! Page 3 of 6 CL 02/14 2Your Initials transmissions,You must pay all monthly service charges connecting your Premises to our Monitoring Center. Radio or cellular transmissions are subject to environmental conditions,including power failures and electrical storms,that are totally beyond our control. 83 Internet"Transmission. Using DSL,BPL,Voice over Internet Protocol("Voll"'),or other internet-based service may interfere with the signals sent by the System to the Monitoring Center.Signal transmission using these services can be sporadic."These services will not work without electrical power,and may interfere with your ability to call 911 or interfere with the telephone line-seizure feature of the System.To make sure that the System is operational and properly transmitting signals,you must immediately test your System after installation of any of these services.Cellular or radio back-up is highly recommended if internet services are used. 9. False Alarms. If you cause an excessive number of false alarms through carelessness,or malicious or accidental use of the System,or if you in any manner misuse or abuse the System,your conduct is a material breach of contract. After giving you ten-days written notice,we may at our option,in addition to all other legal remedies,terminate this Agreement. You are solely responsible for all false alarm fines,penalties,or Ices,including charges from a private guard service,if any, whether assessed against you or us. 10. Service or Repair Services. 10.1 Call. Call us at the number above to request service or repair. 10.2 Repair; Hours. Service or repair is provided on a time-and-materials basis at our then current rates for parts and labor, a one-hour minimum fee,and other service call fees. Service is usually performed as soon as reasonably possible. Service or repair is provided Monday through Friday,excluding holidays,between the hours of 8:00 a.m.through 5:00 p.m.A responsible adult must be at the Premises at the time of the service call. Emergency service is available at all other times at our then current premium labor rate and service call fees. Payment must be made upon completion of the work. 10.3 Repair or Replace; Remote Access. We may,in our sole discretion,either repair or replace the part,and may substitute new or reconditioned materials of equal quality at the time of replacement. If the repair costs exceed the replacement cost,we may replace the defective equipment with new or reconditioned equipment substantially equivalent to or with comparable features as the existing equipment,if available.The replacement equipment may have a higher or lower selling price than the original equipment you have. We may program,alter,or repair the System remotely,and you will allow its access to do so, 10.4 UT System Service Hours; Runner Service. Ut.System service or repair is provided seven days a week,365 days per year. Runner service is provided within the required response time to investigate or repair the System at our then current regular or premium rates as the case may be. Service performed Monday through Friday,excluding holidays,between the hours of 8:00 a.m.through 5:00 p.m. is charged at our then current regular rates for parts and labor,a one-hour minimum fee,and service call fees.Emergency service is available at all other times at our then current premium labor rate and service call fees, 10.5 Liability. We are not responsible for loss or damage while the System is under repair or is awaiting parts.Any repair, service,replacement,or addition of equipment by us after the initial installation or programming of the System is governed by this Agreement, in particular Paragraphs 11, 16,and 22,which limit our liability. 10.6 Takeover of Other Systems. If we take over or provide service to the System,we are not liable for components or equipment not installed by us. If. Limitation of Liability. 11.1 No Guarantee. We and our divisions or affiliates are not insurers of your real or personal property or data,or the personal safety of anyone on your Premises.This Agreement is not an insurance policy or a substitute for an insurance policy.You must obtain all property,life,health,disability,or business interruption insurance.The payments required are based solely upon the value of the System or service,and not on the value of your real or personal property or data,or the property of others located in or on your Premises.We make no guarantee or warranty,including an implied warranty of merchantability or fitness,that the System or service will prevent or avoid occurrences or the consequences of occurrences that the System or service is designed to detect or avert.It is impractical and extremely difficult to determine in advance (a)the value of your real or personal property or data,or the property of others kept on the Premises,that may be lost, stolen,or damaged if the System or service does not operate properly;(b)the response time of the Monitoring Center, emergency personnel,or guard service,if any;(c)what portion,if any,of a loss,damage,personal injury,or death would be proximately caused by our failure to perform or our active or passive negligence;or(d)whether a camera or access control system would detect or prevent unauthorized intrusions or activities. 11.2 Amount of Liability. If we or our agents or employees are found liable for loss,damage,or injury of any kind whatsoever from our failure to perform any of our obligations under this Agreement,failure of the System,equipment,or service in any manner,breach of warranty,tort,or our active or passive negligence,then our liability is limited to a sum equal to the total annual monitoring fees at the time of the incident or$1,500,whichever is greater.This is not a penalty. This is your only remedy regardless of the legal theory used to find the Monitoring Center or us liable. 11.3 More Protection. You may obtain a higher limitation of liability by paying an additional charge.If you elect this option,a rider will be attached to this Agreement stating the terms,conditions,and amount of the limited liability and the additional charge. Even if a rider is provided to you,we are not your insurer. 12. Interruption,Suspension,or Cancellation of Service. We are not liable for any delay in monitoring or service of the System, for the consequences ot'delay,or for any interruption of operation because of floods;storms;earthquakes; fire; power failures; strikes;riots;war,declared or undeclared;terrorism; insurrection; interruption or unavailability of telephone, cellular, cable,radio,Internet,or other transmission services;acts of God;or for any other cause beyond our control,regardless of cause or origin. We are not required to provide monitoring or other services to you while any of these causes exist. If services are suspended for these reasons,you must continue to pay Linder the terms of this Agreement. If the Monitoring Center or your Premises or equipment are destroyed by fire or other catastrophe,are so substantially damaged that it is impractical to continue service,or if the Monitoring("enter or we are unable to render service,this Agreement will be suspended without notice. 13. Your Duties as to Use of System; Battery and Device Replacement; Monitoring or System Permits. 13.1 Test. Immediately before securing the Premises,you or others using the System must carefully and properly set the security System.You must properly test the System at least monthly during the term of this Agreement. If the System does not operate properly or if there is a power failure or other interruption at your Premises,you must notify us immediately. 13.2 Batteries. If your System uses wireless battery-operated devices,you must replace the batteries when the System emits a low-battery signal or at least every two years.You may also call us.We will replace the batteries at your expense at our then current rates for parts and labor,plus service call fees.If you fail to replace the batteries,or if the batteries are low or dead,the System will not function properly. 13.3 Carbon Monoxide Detectors. If you have carbon monoxide detectors,you must replace them at least every three years. Monitoring and Services Agreement—Please read all pages! Page 4 of 6 CL 02/14 Your Initials 13.4 Changes. You must immediately notify us of any changes to the Premises or to any fixtures,furniture,or equipment. You must immediately notify us of any changes to your telephone service,including the installation of DSL,BPL,Voice over Internet Protocol("VoIP11),or other internet-based telephone service. 13.5 Power, You must provide 24-hour electrical service and electrical outlets for the System. 13.6 Environment. You must provide adequate lighting for any camera or video system,and otherwise provide the proper environment for the System as reasonably requested.You will provide and maintain all storage media for the video system. 13.7 Permits. Monitoring may be subject to permit fees. If required,obtaining and maintaining an alarm permit is your sole responsibility.You are solely responsible for paying for all monitoring,alarm,or system permits,licenses,or fees imposed by authorities having jurisdiction necessary for the use and operation of the System,and all other charges or fees imposed.You are solely responsible for determining whether the city,county,or governmental subdivision in which the Premises are located has or may later have statutes or ordinances requiring that you obtain and maintain a license or permit for the System. 13.8 Notification. Unless you have a valid alarm-user permit or license, which must be kept current and active as required, certain emergency personnel will not respond to an alarm signal. In order to request an emergency response,we must know your permit number. Until you obtain,at your expense,all necessary permits or licenses,and provide us with the license or permit number,we may not be able to notify emergency personnel of an alarm. 13.9 Indemnity. You must defend and indemnify us from any claim made by another alarm company regarding its contract with you. 14. Authorized Call List; Personnel. You will immediately give us a written list of names,relationship,titles,and telephone,cell,and pager numbers of all persons to be notified if there is an alarm and the order in which these persons are to be called("Call List"). You will also give us and keep current a written list of the narnes,titles,and phone numbers of all persons authorized to enter or remain on the Premises("Personnel List").If you are a commercial customer,you must give its a daily and holiday opening and closing schedules and all other information that we may require.All changes to your Call List or Personnel List must be given to its in writing only and become effective only upon our acknowledgment of receipt of the changes. If you choose an interactive service,you are solely responsible for creating and updating your profile on any remote service website. 15. Change in Ownership of Premises. Moving from your Premises does not relieve you of your obligations tinder this Agreement. 16. Assignment; Rights of Subcontractors. We may assign this Agreement to any person or entity without notice to you. Without our prior written consent,you must not assign or transfer this Agreement. We may subcontract any of the work or services to be performed under this Agreement,including monitoring,without notice to you,This Agreement,especially Paragraphs I I and 22,protects the Monitoring Center or our other subcontractors in the same way that the paragraphs protect us. 17. Default; Interest; Reactivation. 17.1 Default. Any of the following constitute your default under this Agreement: (a)failure to pay any amount provided in this Agreement within ten days after the same is due;(b)failure to communicate or cooperate with us; (c)failure to perform any other obligations under this Agreement within ten days after written request;or(d)you become a debtor in a bankruptcy proceeding.If you default,we may discontinue all services upon ten-days written notice to you,and accelerate and recover all amounts to become(Joe under this Agreement, as well as all other sums to which we are entitled. 17.2 Interest. If any payment due is more than ten days late,you will pay simple interest on each past due payment in the amount of 18%per year calculated on a 360-day year[periodic rate of 1,5%per month or the maximum amount allowed by law] until the balance is paid in toll. You will pay a service charge of$25 for each returned check. 17.3 Reactivation. If we for any reason discontinue service and you desire to reactivate the service,reactivation is subject to a$75 fee and payment of all past due amounts. If the System cannot be reactivated remotely,and a service call is required,you must also pay us our then current regular rates for parts and labor,and service call fees. 18. Change in Rates. 18.1 Increase. We may increase the monitoring or service fees at any time after the expiration of the initial term of this Agreement,but not more than once in any 12-month period,and upon giving you written notice 60 days in advance of the effective date of the increase. If you do not want to pay the increased charge,you may cancel the then unexpired term of this Agreement by notifying us in writing 30 days before the effective date of the increase. 18.2 Taxes,Charges,and Fees. We may at any time increase the monitoring or service fees to reflect increases in federal, state,and local taxes,utility charges including telephone company charges,and municipal fees and charges,which are imposed oil us and which relate to the services provided under this Agreement. You must pay all increased monitoring fees. 19. Notices. All notices regarding this Agreement must be in writing and may be served by personal delivery; by a reputable overnight carrier with all delivery charges provided for;or by certified mail,return-receipt requested,and regular mail,with postage prepaid,to the addresses set forth in this Agreement or to any other address provided by one party to the other from time to time in writing, 20. Information and Privacy. 20.1 Recording. We may monitor or electronically record video and audio related to monitored activity at your Premises,as well as conversations with you,emergency personnel in connection with employee training,quality control,and the provision of services, You consent to this.Privacy cannot be guaranteed on telephone,cable,wireless,computer,and other systems. We are not liable to you for any claims or damages that may result from a lack of privacy experienced. 20.2 Consent. You consent to us(a)rising information about you and your location to administer services,offer you new products or services,enforce the terms of this Agreement,prevent fraud,and respond to regulatory and legal requirements;(b) providing information,including information contained on your Call List and other personal information,to emergency personnel or our subcontractors or assignees for the purpose of providing services or in response to a subpoena or other legal process;and(c) using and sharing aggregate customer information and statistics that do not include information that identifies you or any individuals personally. We may contact you by telephone,facsimile,e-mail,or other internet services,with respect to the System and services we provide tinder this Agreement,and new offerings of systems or services we may make available in the future. 21. Network or Server Vulnerability; Liability. You are solely responsible for the integrity and security of your data, software,devices,computer system,networks, servers,and other equipment.We are not liable for any loss or damage arising out of or relating to any unauthorized or improper access to,or use of your System or data.Your System may be connected to the internet, You understand that we do not operate or control the internet,and that viruses,worms,trojan horses,and other malicious or undesirable data,code,software,or users may attempt to access or damage your data,devices,computers,and networks. We are not liable for such activities.We do not guarantee that the System or service will meet your requirements,that the service will be Monitoring and Services Agreement,—Please read all pages! Page 5 of 6 CL 02/14 17*Your Initials uninterrupted or error-free,or that encryption algorithms,associated keys,and other security measures will be secure or effective. You must notify us immediately if you upgrade your operating system or make any changes to your file mapping,or your System or devices are unable to access the internet or network service. 22. Third Party ludernuffication;Subrogation. You must immediately defend and indemnify us against all claims brought by others, including personal injury,tort,negligence,property damage,or death.This provision applies to all claims regardless of cause, including our or the System's performance or failure to perform;defects in products,design, installation,activation,or set-vice-,negligence;tort;warranty;contribution; indemnification;or strict products liability. So far as pennitted by your liability or property insurance policy, you release its from all claims,whether the claims are made by or through you, including your insurance company or other parties,and must defend and indemnify its from all claims.You must notify your insurance company of these terms. 23. Time to Bring Suit;Venue; Governing Law. Any lawsuit or other legal proceeding arising out of or relating to this Agreement,whether based upon contract,tort,negligence,or otherwise,must be brought no later than one year after the claim arises.This Agreement is made and entered into in Riverside County,California.Any legal proceeding arising out of or relating to this Agreement must be brought in Riverside County, California law applies to this Agreement regardless of choice-of-law rules. 24. Entire Agreement. This Agreement is the final expression of and sets forth the entire agreement between the parties. No other agreements,representations,or warranties,express or implied,oral or written,have been made by any party to the other with respect to this Agreement.All prior and contemporaneous conversations,negotiations,and warranties are not relied upon and are waived,This Agreement supersedes and replaces all prior oral or written agreements or understandings between the parties. This is an integrated agreement,This Agreement cannot be changed orally,and all changes must be in writing signed by authorized representatives of both parties. If there is any conflict between this Agreement and your purchase order or other document delivered to us,this Agreement governs whether the purchase order or document is delivered before or after this Agreement is fully signed. 25. Enforceability;Waiver. If any part of this Agreement is void,the remaining portions of the Agreement remain enforceable.No waiver of a breach of any term or condition of this Agreement is a waiver of any succeeding breach. 26. Interpretation; Construction. The captions are for convenience of reference only and have no force in the interpretation or construction of this Agreerrient.The neuter includes the masculine or feminine gender,and the singular includes the plural wherever the context requires. Each term of this Agreement is a condition to be fully performed. The rule of construction that ambiguities are resolved against the drafting party does not apply in interpreting this Agreement. 27. Authorized Signatories; Duplicate. The individuals executing this Agreement are authorized signatories and have the full power to enter into this Agreement,and make the representations and warranties set forth here. Delivery of the executed Agreement by facsimile or other electronic means is as binding as delivery of an originally-executed Agreement.This Agreement and all documents arising out of or relating to this Agreement may be stored or reproduced by electronic or mechanical tileans. An electronic version of this Agreement is legally equivalent to the original for all purposes,including litigation. 28. State Licenses. Alarm,Company Operators are licensed and regulated by the Bureau of Security 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 regarding a patent act or omission is filed within four 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 years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar,Contractors' State License Board,P.0,Box 26000, Sacramento,California 95826. Monitoring and Services Agreement—Please read all pages! Page 6 of 6 CL 02/14 Your Initials ^ ACO 99 PACIFIC ALARM SERVICE C10/C28/[16 606732 (95I) Q45-1666 ° Fax:(9SI)769'I2]Owww.pacNoalarm.com ATTACHMENT Page 1 of 1 Attachment To: Commercial Purchase and Services Agreement ^__ Commercial System and Services Agreement Residential Sale And Services Agreement Monitoring Services Agreement SUBSCRIBER/CUSTOMER City ofRedlands'Hinkley Water Treatment Facility Schedule mfEquipment and Services: ATTACHMENT. The following list ofequipment and schedule of work|sincluded ospart ofthe base agreement#7O47 dated 04-23-2014 attached. All terms and conditions of the base agreement remain unchanged and in full force and effect. SCHEDULE OF DETECTION SCHEDULE: Burglar Alarm System with Central Station Monitoring Multi-zone alarm control panel with multiplex expansion capabilities,group partitioning,exit/entry delay,siren cut-off,phone Hmm supervision and rechargeable standby power. Digital on/off keypad with alpha-numeric display, multi-user codes,selective partitioning,zone bypass, panic and bypass capabilities, Contact |5perimeter man doors and two overhead doors and one roof hatch, Three wall mount infrared body heat detectors-interior detection, 'Three glass breakage detectors incontrol room, records and main entrance. Interior siren. Exterior siren intamper-proof enclosure. Digital communication tnCentral Station. Perimeter Beam System: One multi-zone expansion control module. Programming of partition separation for independent arming/disarming of beams. One 12vdcfused power supply. One digital on/off keypad at gateway entry enclosed in weather-proof lock box. Six dual photoelectric element light beam sets. Twelve metal post set in concrete for beam mounting.Twelve 901b bags of concrete for pole mounting, Twelve beam back covers for weather proofing.Approximately 5000'of underground rated boxes,and labor. All above ground conduits,weather rated boxes, d| bor. All system set-up.initial programming,and staff testing, Subscriber declines radio backup option. |NTT_�� |NTA.__ ACO 99 PACIFIC ALARM SERVICE C10/C28 J C16 606732 521 Wellwood Avenue Beaumont,California 92223 Voice:(951)845-1666 e Fax:(951)769-1230 www.pilcificalarm.com COMMERCIAL SECURITY AND FIRE INSTALLATION AND SERVICES AGREEMENT Check all that apply: W NEW SYSTEM INSTALLATION 13 EXISTING SYSTEM E3 PURCHASE Gil SYSTEM AS PART OF SERVICE WHARD WIRE 13WIRELESS 13CELLULAR [3RADIO 51INTRUSION 13 HOLDUP OR DURESS 13 CAMERAS OR VIDEO [3 ACCESS CONTROL 13 STRUCTURED CABLING [3FIRE E3 WATER DETECTION 13 CARBON MONOXIDE 0 INTERACTIVE DEVICES CONTRACT#7048 This Commercial Security and Fire Installation and Services Agreement is entered into on May 6 2014 ,by and between Redlands-Corporate Yard-Server Bid (11 us,""our"), -------- ("you,""your")and Pacific Alarm Service,a California corporation("we," YOUR INFORMATION You Contact Person: City of Redlands-Corporate Yard-Server Building Premises Address: 1270 W. Park Redlands, CA Billing Address: City of Redlands/Attn: Accounts Payable/ PO Box 3005 Redlands, CA 92373 Phone: 909-798-7655 Cell Phone: 909-798-7655 Email: rcross@cit yofred1aDdsorq Owner Name and Address(if different from above): City of Redlands 1. Installation. We will install,or cause to be installed,the equipment described in the Scope of Work("System")at your Premises identified above("Premises").If you did not purchase the System,the System,including the wiring and materials,is provided only as part of our services.You chose the System or service.Additional,different,or higher levels of protection and service were discussed with you and are available from us at an additional cost. Receiving equipment at our offices so that System installation may begin or starting the installation of wiring at the Premises constitutes substantial commencement of the work to be performed under this Agreement. Upon completion of a fire System installation,we will provide you with all documents required by the authority having jurisdiction and applicable law,unless otherwise indicated below, Upon completion of a security System installation,we will thoroughly instruct you on the proper use of the System. 2. Scope of Work; Proposal. Our scope of work is set forth in our Proposal No.14-4035 and dated 04-01-2014,and is attached here, The Proposal is part of this Agreement. If you want the System to be monitored,you must sign our separate Monitoring and Services Agreement, 11 You thoroughly discussed the monitoring services available from us.You do not want the System or its signals to be monitored. if there is an alarm,you understand that no signal will be sent to a monitoring center,and that emergency personnel will not be called. Your Initials 3. Term. The original term of this Agreement is three years,and the Agreement automatically renews for successive one-year periods unless either party notifies the other in writing of its intent to terminate no less than 60 days before the expiration of the original or renewal period, 4. Payments;Terms. 4.1 System as Part of Service Payments. Installation Charge:$ 765.00 Monthly Service Charge:$ 46.50 Payment Options:13 Monthly$_ 0 Quarterly:$_ 13 Semi-Annually.$_ E3 Annually:$_(paid in same month as above) 4.2 Purchase Payments. Down Payment:$------ Payment due on Completion of Rough Wiring:$ Payment upon Completion of Our Work: Other:$ Total Purchase Price:$ 4.3 Payment Terms. You must pay us,our agents,or assigns the total price for all installation, labor,services,equipment,or materials to be installed or provided under this Agreement. If we provided the System as part of our service,you must pay the prorated fees for the month in which services begin. Payments are payable in advance,on the first day of the month,commencing on the date set forth above.Your payments shown above do not include any applicable tax, if any taxes are due,you must pay the tax in addition to your monthly payments. Our work does not include electrical work or asbestos abatement.You must not hold back or delay payment because of inclement or lack of suitable weather,while waiting for official building inspections,or for any other reason whatsoever. No finance charge or cost of credit is associated with this Agreement. 5. Disclaimer of Warranties;Liability; Consequential Damages. Our obligation to provide the System or any other services arises solely out of this Agreement and not through any other means.We do not represent or warrant that the System or service may not be compromised or by-passed;will detect or prevent all burglaries,hold-ups,personal emergencies,fires,smoke or water damage,or otherwise; or that it will in all cases provide the protection for which it was installed or intended.We or our agents or employees made no representations or warranties,express or implied,as to any matter whatsoever,including without limitation, the condition of the equipment,its merchantability,its fitness for any particular purpose,or nominfringement or title.You did not rely on any representation or warranty,express or implied.Any information provided or promise does not create an express warranty,and will be considered expressions of personal opinion only. If we were to have any liability greater than that agreed to by you in Paragraphs 10,20,and 24 of this Agreement,we could not and would not provide the System or services,and we could Commercial Security and Fire Installation and Services Agreement—Please read all pages! Page 1 of 4 CL 02/2014 �tyour Initials not provide the System or services at the rates contained here.The warranty provided in this Agreement gives you specific legal rights,and you may have other rights that vary from state-to-state.We are not liable for special,consequential,or incidental damages.Some states do not allow the exclusion or the limitation of consequential or incidental damages,so the above limitations or exclusions may not apply to you. 6. Access and Preparation. You will allow us to enter the Premises to install the System and will provide uninterrupted access. You accepted our Proposal and in doing so,approved the locations where the System devices will be placed. We will try to conceal all wires,but the existing structure or other obstructions may require some of the wires to be visible.You authorize Lis to make any preparation such as drilling holes,driving nails,making attachments,or doing other things necessary for installation or service of the System. 7. Hazards. Before installation begins,you must inform us where not to drill or expose because of pipes,wires,equipment,, or hazardous materials. Unless so informed,we will decide where to drill holes and install equipment. We will use reasonable care to avoid concealed items,but have no way to determine with certainty if any exist.All costs to repair or replace pipes,wires,equipment, walls, ceilings,floors,or furnishings are your sole responsibility. We are not liable for property damage,personal injury,illness,or other loss due to water intrusion,including without limitation,mold or rot. If asbestos or other hazardous materials are found during installation, we will stop all work until you,at your sole expense,obtain clearance from a licensed asbestos or hazardous waste removal contractor that no danger exists.We are not liable for the discovery of or exposure to asbestos or other hazardous materials. 8. Audible Alarm Shut Off. If your security System has an audible alarm,we will install a device that automatically shuts offthe audible alarrit after it has sounded for not more than ten minutes after the first activation.No automatic shut-off for fire Systems is allowed, 9. Acceptance of Installation. After the System is installed,we will inspect the System together. Any error or omission in the design,construction,or installation of the System must be brought to our attention in writing within 15 days after completion of installation. The installation is totally satisfactory to and accepted by you upon the expiration of 15 days. ACCEPTANCE The prices,specifications,and conditions in this Agreement are satisfactory.You understand,approve,and accept this Agreement,in particular Paragraphs 10,20,and 24,which set forth our maximum liability if there is any loss or damage to you or any third party.You may obtain a higher liability limit by paying an additional charge.You were advised that there are additional,different,or higher levels of protection and service available.The System provided is based upon your specific request,approval,and cost considerations,for which you must hold us harmless.[This language must be in 10-point bold] WARNING: Various System components or products may contain lead or other chemicals known to the State of California to cause cancer,birth defects,or other reproductive harm. YOU D a t e d�Y5 Dated: Print Your Name/Title Authorized Company Representative 13 Corporation © I LC 13 Pa ership 13 Sole Owner Salesperson Name and No.: Your Signature: ...... .mpo ant terms on other pages" AT"J"EST- &nn Irwin, City Clerk Unless we elt er I ove 1—1 writing by an authorized company representative,or(2)begin installation,this Agreement is not binding upon us. If we do not approve the Agreement,our sole liability is to refund the amount paid to us when you signed the Agreement. Not receiving a copy signed by us does not make this Agreement unenforceable. 10y Limitation of Liability. 10.1 No G tiarantee. We and our divisions or affiliates are not insurers of your real or personal property,data,or the personzi safety of anyone on your Premises.You must obtain all property,life,health,disability,or business interruption insurance.The payments required are based solely upon the value of the System or service,and not on the value of your real or personal property or data,or the property of others located in or on your Premises.We make no guarantee or warranty,including an implied warranty of merchantability or fitness,that the System or services will prevent or avoid occurrences or the consequences of occurrences,that the System or services is designed to detect or avert. It is impractical and extremely difficult to determine ill advance(a)the value of your real or personal property or data,or the property of others kept on the Premises,that may be lost, stolen,or damaged if the System or service does not operate properly;(b)the response time of the Monitoring Center, emergency personnel,or guard service,if any;(c)what portion,if any,of a loss,damage,personal injury,or death would be proximately caused by our failure to perform or our active or passive negligence;or(d)whether a camera or access control system would detect or prevent unauthorized intrusions or activities. 10.2 Amount of Liability. If we or our agents or employees are found liable for loss,damage,or injury of any kind whatsoever from our failure to perform any of our obligations under this Agreement; failure of the System,equipment,or service in any manner;breach of warranty;tort;or our active or passive negligence,then our liability is limited to a sum equal to the total of six monthly payments at the time of the incident,or$2,000,whichever is less.This is not a penalty.This is your only remedy regardless of the legal theory used to find us liable. 103 More Protection. You may obtain a higher limitation of liability by paying an additional charge. If you elect this option,a rider will be attached to this Agreement stating the terms,conditions,and amount of the limited liability and the additional charge. Even if a rider is provided to you,we are not an insurer. It. Service and Repair. 11.1 Call. Call us at the number above to request service or repair. 11.2 Limited Warranty. If you purchased the System and if it does not operate properly,we will,upon your request,make all repairs and replace parts without cost to you for a period of one year from the date the System installation is complete. Our service and repair includes all parts and labor for repairs necessitated by ordinary wear and tear,excluding equipment not installed by us,batteries, security screens,hard drives,storage media,access control cards,or other disposable items.You must pay for those items,it our then current rates for parts and labor,a one-hour minimum fee, and service call fees. 11.3 After-Warranty Service. If you purchased the System,after-warranty service is provided as you request on atime- arid-materials basis at our then current rates for parts and labor,a one-hour minimum fee,and service call fees. Payment must be niacle upon completion of the work. 11.4 Service and Repair. If we provided the System as part of our service and the System does not operate properly,we will,upon your request,make all repairs and replace parts without cost to you while this Agreement is in effect. Our service and repair includes all parts and labor for repairs necessitated by ordinary wear and tear, excluding equipment not installed by us,batteries, security screens,hard drives,storage media,access control cards,or other disposable items. Service and repair does not cover any Commercial Security and Fire Installation and Services Agreement-Please read all pages! I Page 2 of 4 CL 02/2014 4_\____Your Initials malfunction or damage caused by accident,misuse,acts of God,birds,rodents,or other animals,or installation or programming by anyone other than us. You must pay for excluded work or items at our then current rates for parts and labor, a one-hour minimum fee,and other service call fees. Payment must be made upon completion of the work. If anyone other than an authorized company representative attempts the repair,service,programming,or modification of any portion of the System, this Agreement is terminated immediately and we may immediately remove the System. 11.5 Repair or Replace; Remote Access.We may,in our sole discretion,either repair or replace the part,and may substitute new or reconditioned materials of equal quality at the time of replacement.If the repair costs exceed the replacement cost, we may replace the defective equipment with new or reconditioned equipment substantially equivalent to or with comparable features as the existing equipment,if available. The replacement equipment may have a higher or lower selling price than the original equipment you have.We may prograin,alter,or repair the System remotely,and you will allow us access to do so. 11.6 Hours,Service and repairs are usually performed as soon as reasonably possible. Service is provided between the hours of 9:00 a.m.and 5:00 p.m.,Monday through Friday,excluding holidays.Emergency service is available at all other times at our then current premium labor rate, We prefer that a responsible adult be at the Premises at the time of the service call. 11.7 Liability.We are not responsible for loss or damage while the System is under repair or is awaiting parts.Any repair, service,replacement,or addition of equipment by us after the initial installation or programming of the System is governed by this Agreement, in particular Paragraphs 10,20,and 24,which limit our liability. 11.8 Takeover of Other Systems. If we take over or provide service to the System, we are not liable for components or equipment not installed by its. 12. Your Duties as to Use of System; Battery and Device Replacement; Monitoring or System Permits, 12.1 Test. Immediately before securing the Premises,you or others using the security System must carefully and properly set: the System. You must properly test the security System at least monthly during the term of this Agreement. If the System does not operate properly or if there is a power failure or other interruption at your Premises,you must notify us immediately. 12.2 Batteries. If your System uses wireless battery-operated devices,you must replace the batteries when the System emits a low-battery signal or at least every two years.You may also call us.We will replace the batteries at your expense at our then current rates for parts and labor,and service call fees.If you fail to replace the batteries,or if the batteries are low or dead,the System will not function properly. 12.3 Carbon Monoxide Detectors. If you have carbon monoxide detectors,you must replace them at least every three years. 12.4 Interactive Services. Certain wireless or interactive services require a compatible computer,tablet,cell phone,or other device with internet and email access.Not all devices will work with these services and you must provide your own devices at your sole expense. Cellular data providers may charge additional fees for accessing the System on wireless devices. These charges are your sole responsibility. 12.5 Changes. You must immediately notify us of any changes to the Premises or to any fixtures, furniture,or equipment. You must immediately notify us of any changes to your telephone service,including the installation of DSI.,BPL,Voice over Internet Protocol("Voll"'),or other internet-based telephone service. 12.6 Power. You must provide 24-hour electrical service and electrical outlets for the System. 12.7 Environment. You must provide adequate lighting for any camera or video system,and otherwise provide the proper environment for the System as reasonably requested. You will provide and maintain all storage media for the video system. 12.8 Permits. If'required,obtaining and maintaining an alarm permit is your sole responsibility. You are solely responsible for paying for all alarm or system permits,licenses,or fees imposed by authorities having jurisdiction necessary for the use and operation of the System,and all other charges or fees imposed.You are solely responsible for determining whether the city,county,or governmental subdivision in which the Premises are located has or may later have statutes or ordinances requiring that you obtain and maintain a license or permit ft)r the System. 12.9 Indemnity. You must defend and indemnify us from any claim made by another alarm company regarding its contract with you, 13. Change in Ownership of Premises. If you did not purchase the System,moving from your premises does not relieve you of your obligations tinder this Agreement. 14. Your Plans and Specifications; Your Purchase Order. If the System is installed or replaced according to your plans and specifications,you must pay t(,)r all costs incurred for any work necessitated by errors in the plans provided. If there is any conflict between this Agreement and your purchase order or other document delivered to us,this Agreement governs whether the purchase order or document is delivered before or after this Agreement is fully signed. 15. Network or Server Vulnerability; Liability. You are solely responsible for the integrity and security of your data,software, devices,computer system,networks,servers,and other equipment.We are not liable for any loss or damage arising out of or relating to any unauthorized or improper access to,or use of your System or data. Your System may be connected to the internet.You understand that we do not operate or control the internet,and that viruses,worms,trojan horses,and other malicious or undesirable data,code,software,or users may attempt to access or damage your data,devices,computers,and networks,We are not liable for such activities.We do not guarantee that the System or service will meet your requirements,that the service will be uninterrupted or error-free,or that encryption algorithms,associated keys,and other security measures will be secure or effective.You must notify its immediately if You upgrade your operating systern or make any changes to your file mapping,or your System or devices are unable to access the internet or network service, 16. Authorities Having Jurisdiction. You are solely responsible for all costs necessitated by changes in the regulations or standards of any authority having jurisdiction, including the interpretation of the regulations and standards. You will promptly pay us for the cost of any changes to the Scope of Work under this Agreement that may be requested by the owner of the Premises if you are not the owner,or any authorities having jurisdiction,including building and safety departments, State Fire Marshall,local fire or electrical departments, insurance companies,homeowners associations,or any other federal,state,or local agency. 17. Purchased Systems Title; Risk of Loss; Removal of System. Until you have paid us in full,we hold title to and have a security interest in the System.If you fail to pay for the System or our work in full,you must allow us to enter the Premises and remove all or any portion of the System and recover all damages to which we are entitled.Removal of the System is without prejudice to the collection of all sunis due under this Agreement. After installation begins,you bear the entire risk of loss for the equipment or components. I f the System is remove(] for any reason, we are not obligated to restore the Premises to its original condition or to redecorate the Premises. 18. Title to Systems Not Purchased; Security Interest; Risk of Loss;Removal of System. 18,1 Title; Security Interest. You understand that we are providing the System as part of our service,and that we hold title to the System,all components,yard signs,and window stickers at all times and that they may be removed by us.When the installation is complete,you will hold title to the wire,cable,and conduit only.You must not damage,lien,encumber, or dispose of any part of the System or permit the System to be damaged,encumbered,removed,tampered with,or repaired by anyone other than us, Installation of the System does not create a fixture to your Premises.By this Agreement,you grant us a security interest in the System and,if we need to Commercial Security and Fire Installation and Services Agreement—Please read all pages! Page 3 of 4 CL 02/2014 Your Initials perfect the interest,you will comply with all reasonable requests.If you do not own the Premises,you must obtain the written consent of the owner for the installation,removal,or abandonment of the System. 18.2 Risk of Loss;Insurance. Once installation begins,you bear the entire risk of loss for the System.You must maintain all risk insurance for damage to or loss of the System and all its components at your expense,and must name us as a loss payee on all insurance policies.If the System or any part of it is damaged or lost,you must pay us the reasonable value of the System or the cost of repair,which we will decide in our reasonable discretion, 18.3 Removal of System. When this Agreement expires or is terminated,or if you default,you must allow us immediately to enter the Premises-,aid remove or deactivate all or any part of the System.You must return the System to its in good condition,except for reasonable wear and tear. We are not required to remove all or any part of the System, and we may elect to disable or abandon all or any part of the System.Removing,disabling,or abandoning the System is without prejudice to the collection of all sums due under this Agreement or any extensions or renewals thereof.If the System is removed for any reason,we are not obligated to restore the Premises to its original condition or to redecorate the Premises. 19. Delay in Installation; Interruption of Service. We are not liable for any delay in the installation or service of the System,for the consequences of delay,or for any interruption of operation because of floods;storms;earthquakes;fire; power failures;strikes;riots;war, declared or undeclared;terrorism; insurrection; interruption or unavailability of telephone,cellular,cable,radio,Internet,or other transmission services-,acts of(Jod; or for any other cause beyond our control,regardless of cause or origin. If installation or service is suspended for these reasons,you must continue to pay trader the terms of this Agreement. We are not required to provide installation, repair,or any other services to you while any of these causes exist. 20, Assignment; Rights of Subcontractors. We may assign this Agreement to any person or entity without notice to you, Without our prior written consent,you must not assign or transfer this Agreement. We may subcontract any of the work to be performed trader this Agreement without notice to you.This Agreement,especially Paragraphs 10 and 24,protects our subcontractors or other set-vice providers in the same way that the paragraphs protect its, 21. Default; Interest. 21.1 Default. Any of the following constitute your default under this Agreement: (a)failure to pay any amount provided in this Agreement within 30 days after the same is due;(b)failure to communicate or cooperate with us;(c)failure to perform any other obligations under this Agreement within ten days after written request;or(d)you become a debtor in a bankruptcy proceeding. If you default,we may discontinue all work or services upon ten-days written notice to you,and accelerate and recover all amounts to become due under this Agreement,as well as all other sums to which we are entitled. 21.2 Interest. If any payment due is more than ten days late,you will pay simple interest on each past due payment in the amount of 18%per year calculated on a 360-day year[periodic rate ofl.5%per month or the maximum amount allowed by law] until the balance is paid in full.You will pay a set-vice charge of$25 for each returned check. 22. Notices. All notices regarding this Agreement must be in writing and may be served by personal delivery,reputable overnight courier with delivery charges provided for;or certified mail,return-receipt requested and regular mail, with postage prepaid,to the addresses set forth in this Agreement or to any other address provided by one party to the other from time to time in writing, 23. Information and Privacy;Consent. Privacy cannot be guaranteed on telephone,cable,wireless,computer,and other systems. We are not liable to you for any claims or damages that may result from a lack of privacy experienced. You consent to us(a)using information about your location or you to administer services,offer you new products or services,enforce the terms of this Agreement, prevent fraud,and respond to regulatory and legal requirements;(b)providing information about you or your Premises, including personal information about individuals employed by you or who visit your Premises to emergency personnel or our subcontractors or assignees for the purpose of providing services or in response to a subpoena or other legal process;and(c)using and sharing aggregate customer information and statistics that do not include information that identifies you or any individuals specifically. We may contact you by telephone,facsimile,e-mail,or other internet services,with respect to the System and services we provide under this Agreement,and new offerings of systems or services we may make available in the future, 24. Third Party Indemnification; Subrogation. You must immediately defend and indetnnify us against all claims brought by others,including personal injury,toil,negligence,property damage,or death.This provision applies to all claims regardless of cause, including out,or the System's performance or failure to perform;defects in products,design,installation,activation,or service; negligence; tort,warranty;contribution; indemnification;or strict products liability. So far as permitted by your liability or property insurance policy, you release us from all claims, whether the claims are made by or through you,including your insurance company or other parties,and must defend and indernnify its from all claims.You must notify your insurance company of these terms, S. Time to Bring Suit;Venue; Governing Law. Any lawsuit or other legal proceeding arising out of or relating to this Agreement, whether based upon contract,tort,negligence,or otherwise, must be brought no later than one year after the claim arises,This Agreement is made and entered into in Riverside County,California. Any legal proceeding arising out of or relating to this Agreement must be brought in Riverside County. California law applies to this Agreement regardless of choice-of-law rules, 26. Entire Agreement. This Agreement is the final expression of and sets forth the entire agreement between us.No other agreements,representations,or warranties,express or implied,oral or written,have been made by any party to the other with respect to this Agreement. All prior and contemporaneous conversations,negotiations,and warranties are not relied upon and are waived, This Agreement supersedes and replaces all prior oral or written agreements or understandings between us. This is an integrated agreement.This Agreement cannot be changed orally,and all changes must be in writing signed by both parties' authorized representatives. 27. Enforceability;Waiver. If any part of this Agreement is void,the remaining portions of the Agreement remain enforceable. No waiver of a breach of any term or condition of this Agreement is a waiver of any succeeding breach. 28, Interpretation;Construction. The captions are for convenience of reference only and have no force in the interpretation or construction of this At, ,reerrient. 'The neuter includes the masculine or feminine gender,and the singular includes the plural wherever the context requires, Each term of this Agreement is a condition to be fully performed. The rule of construction that ambiguities are resolved against the drafting party does not apply in interpreting this Agreement. M Authorized Signatories; Duplicate. The individuals executing this Agreement are authorized signatories and have the full power to enter into this Agreement,and make the representations and warranties set forth here, Delivery of the executed Agreement by facsimile or other electronic means is as binding as delivery of an originally-executed Agreement.This Agreement and all documents arising out of or relating to this Agreement may be stored or reproduced by electronic or mechanical means.An electronic version of this Agreement is legally equivalent to the original for all purposes, including litigation. 30, State Licenses. Alarm Company Operators are licensed and regulated by the Bureau of Security 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 regarding a patent act or omission is filed within four years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within tell 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. Commercial Security and Fire Installation and Services Agreement—Please read all pages! Page 4 of 4 CL 02/2014 Your Initials ACO 99 PACIFIC ALARM SERVICE C10/[28/C16506732 (95I) 845-I666 ° Fax: (951)769-I33Dwww.pacificabnn.com ATTACHMENT Page 1 of 1 Attachment To: Commercial Purchase and Services Agreement xCommercial System and Services Agreement Residential Sale And Services Agreement Monitoring Services Agreement SUBSCRIBER/CUSTOMER City o(Redlands-Redlands Corporate Yard-Server Building Schedule ofEquipment and Services: ATTACHMENT. The following list ofequipment and schedule of work|sincluded aspart ofthe base agreement#7O48 dated 04-23-2014 attached. All terms and conditions of the base agreement remain unchanged and in full force and effect. SCHEDULE OFDETECTION Schedule: Burglar Alarm System with Central Station Monitoring One cellular communication alarm control panel with future expansion capabilities. One digital on/off keypad with alpha-numeric display. Contact two sets perimeter man doors. Install one wall mounted dual element motion detector|nspecified location. One exterior siren|ntamper-proof enclosure with strobe. One interior siren, All electrical conduits, boxes,and fittings. All labor included. Subscriber declines radio backup option. _��____ |NT`�____ ACO 99 PACIFIC ALARM SERVICE C10 C28 f C16 606732 521 Wellwood Avenue Beaumont,California 92223 Voice:(951) 845-1666* Fax:(951)769-1230 www.pacificalarm.com MONITORING AND SERVICES AGREEMENT Check all that apply: 13 RESIDENTIAL W COMMERCIAL iii HARD WIRE 0 WIRELESS 13 CELLULAR 0 RADIO 0 INTERACTIVE SERVICES 51 INTRUSION MONITORING 13 HOLD UP OR DURESS 13 VIDEO MONITORING 13 WATER DETECTION 13 FIRE MONITORING 13 FIRE TESTING AND INSPECTION 13 WATER FLOW VALVE SUPERVISION 13 UL FIRE RUNNER CCINTRACT# 7048 This Monitoring and Services Agreement is entered into on 'Aay 6 20 14 by and between City of Redlands- Redlands Corporate Yard-Server Bld ----( you, your"),and Pacific Alarm Service,a California corporation ("we'll 11 us,""our"), YOUR INFORMATION YOU/Contact Person: City of Redlands-Redlands Corporate Yard-Server Building Premises Address: 1270 W. Park Redlands,CA Billing Address:—Ci��ReLtLind,$. aLAccD-vnts Payable/PO Box 3005 Re!4lands,_CA 92373 Phone:... 902- - r Cell Phone: 909-798-7655 Email: rcrossQci!yofre lands.org 193 16,L5__ I. Term. The original term of this Agreement is three years,and the Agreement automatically renews for successive one- year periods unless either party notifies the other in writing of its intent to terminate no less than 60 days before the expiration of the original or renewal period. 2. Monitoring Services;Communicator; Programming;Verification. 2.1 Monitoring. You chose the monitoring service,and agree that the service meets your needs, Additional,different,or higher levels of protection and service were discussed with you and are available from us at an additional cost.The signals or images, it'any,from the security system or the signals from the fire system at the Premises("System")are monitored at our monitoring center or an independent monitoring center("Monitoring Center")that we select. If the System is removed for any reason,we are not obligated to restore the Premises to its original condition or to redecorate the Premises. Upon connection or activation of your security alarm systern,we will thoroughly instruct you in the proper use of the System. 2.2. Communicator. We will install,cause to be installed,or program,whether in person or remotely,a communicator at your Premises to transmit System signals or images, if any,from your System to our Monitoring Center. All long-range radios, transceivers,and cellular or other communicators,and our yard signs and window stickers remain our property at all times and may be removed by us. When this Agreement expires or is terminated,you will immediately allow us to remove or deactivate, whether remotely or otherwise,the communicator. Until the communicator is deprogrammed,you are responsible for monitoring fees. 2.3 Program;Visual. We may program the System remotely,and you will allow us access to do so. If your law- enibrcernent or fire department requires or later requires visual or other verification procedures of an emergency before responding to a System signal,you must comply with the requirement and subscribe for that service if provided by us. We may charge an additional fee for that service. 13 If you are using a traditional phone line or an internet-based transmission to our Monitoring Center,you thoroughly discussed with us the availability of cellular or radio back-up transmission of alarm signals from the System to the Monitoring Center,and that these services are available at an additional cost.You do not want back-up transmission of alarm signals and understand that,if your transmission service is interrupted or disconnected,no signal will be sent to the Monitoring Center, and emergency personnel will not be called. Your Initials 3. Services and Payment. 3.1 Services. We will provide the following services and you will pay us as follows: W Monthly Monitoring of System as Part of Service 13 Monthly Monitoring of Subscriber owned alarm system Fire Monitoring Services: 13 Fire Monthly Basic Monitoring Services: 13 Fire Monitoring with UL Runner Services: 13 Fire Monitoring with UL Certificate annual/mo: 13 Additional Fire Alarm Panel at Same Premises: Intrusion Monitoring Services: 11 Monthly Monitoring Services-Basic 13 Monthly Monitoring Services- with open/closing with supervision and notification by Monitoring Center: 13 Monthly Monitoring Services-with open/closings E-mailed Weekly to You: (E-mail Address: Monitoring and Services Agreement-Please read all pages! Page 1 of 6 CL 02/14 J�, Your Initials Additional Services per Month: C3 Cellular Transmission of Signals: ------ rl Radio Transmission of Signals: 0 Other Service: Other Services: 0 Fire Inspection and Testing per attached Scope of Work, which is a part of this Agreement: TOTAL AMOUNT FOR ORIGINAL TERM: $ pricing included on install agreement Payment Options:Gi(Monthly— 13 Quarterly—$_ 0 Semi-Annually—$_ 0 Annually—$_(paid in same month as above) 3.2 Payment. You must pay the prorated fees for the month in which monitoring services begin. Payments are payable in advance,on the first day of the month, cornmencing on the date set forth above. Your payments shown above do not include any applicable tax. If any taxes are due,you must pay the tax in addition to your monthly payments. No finance charge or cost of credit is associated with this Agreement. ACCEPTANCE The prices,specifications,and conditions in this Agreement are satisfactory.You understand,approve,and accept this Agreement,in particular Paragraphs 11, 16,and 22,which set forth our maximum liability if there is any loss or damage to you or any third party.You understand that you may obtain a higher liability limit by paying an additional charge.You received a completed copy of this Agreement and,if you are a residential customer,two copies of the Notice of Right to Cancel. You were advised that there are additional,different,or higher levels of protection and service available.The services provided are based upon your specific request,approval,and cost considerations,for which you must hold us harmless. [language must be in 10-point bold] For our residential customers only—You,the buyer,may cancel this transaction at any time before midnight of the third business day after the date of this transaction.See the attached Notice of Right to Cancel form for an explanation of this right. 0 FAMILIARIZATION PERIOD REJECTED WARNING: Various System components or products may contain lead or other chemicals known to the State of California to cause cancer,birth defects,or other reproductive harm. YOU PACIFIC ALARM SERVICE Dated: Datec14 Print Your Name Title Aut orized Company Representative 13 Corporation 13 LLC Partnership 13 Sole Owner Salesperson Name and No.: Your Signaturer y ------------ eArn r1tant terms on other pages" ATTEST: V7 Sam Irwin, City Clerk _Aer 91 a writing by an authorized company representative,or(2)begin services,this Agreement is Unless we ei ' ( app not binding upon us.if we do not approve the Agreement,our sole liability is to refund the amount paid to us when you signed the Agreement.Not receiving a copy signed by us does not make this Agreement unenforceable. 4. Fire Inspection and Testing. 4.1 Test and Report. You must inspect and test your fire System according to the applicable code and the frequency specified. If you selected fire testing and inspection,we will test and inspect your System according to the applicable code, regulati(m,or guideline of the authority having jurisdiction of your Premises.We will record and update normal and abnormal conditions or characteristics for the System or the portion of the System being tested or inspected, including panels and other System devices or components as required.We will provide you with our written report and all other required materials within five business days of the test or inspection. Deficiencies will be provided within one business day or discussed during the inspection. Procedures performed,as well as any defects or deficiencies discovered and our recommendations,will be noted in our written report. We will return all paperwork or plans provided to us by you upon the completion of the tests or inspections or with the delivery of our written report. 4.2 Access. You will permit us to enter the premises to service, inspect,or test the System and will provide uninterrupted access. While we are on the Premises,you will provide continuous electrical service. 4.3 Cancellation. You will provide us a minimum of 24-hours notice of cancellation of a scheduled inspection or testing. You will pay us a cancellation fee of$100 per scheduled inspection for cancellations not received on a timely basis, 5. Disclaimer of Warranties; 1,iability;Consequential Damages. Our obligation to provide the System or any other services arises solely out of this Agreement and not through any other means.We do not represent or,warrant that the Monitoring and Services Agreement—Please read all pages! Page 2 of 6 CL 02/14 lk_� Your Initials System or service may not be compromised or by-passed;will detect or prevent all burglaries,hold-ups,personal emergencies,fires,smoke or water damage,or otherwise;or that it will in all cases provide the protection for which it was installed or intended.We or our agents or employees made no representations or warranties,express or implied,as to any matter whatsoever,including without limitation,the condition of the equipment,its merchantability,its fitness for any particular purpose,or noninfringement or title.You did not rely on any representation or warranty,express or implied. Any information provided or promise does not create an express warranty,and will be considered expressions of personal opinion only. If we were to have any liability greater than that agreed to by you in Paragraphs 11,16,and 22 of this Agreement,we could not and would not provide the System or services,and we could not provide the System or services at the rates contained here.The warranty provided in this Agreement gives you specific legal rights,and you may have other rights that vary from state-to-state.We are not liable for special,consequential,or incidental damages.Some states do not allow the exclusion or the limitation of consequential or incidental damages,so the above limitations or exclusions may not apply to you. 6. Response to Signals. 6.1 Intrusion Signals. If we receive an intrusion signal,we will,without warranty,make reasonable efforts to reach you or someone at the Premises who is on your Call List(see Paragraph 14)and can verify whether an alarm is false. If we are unable to reach you or someone at the Premises,a second call attempt will be made to the next person on your Call List. Unless directed otherwise in writing by you, if we are unable to reach the first two people on your Call List or if we in our sole discretion question a response we have received,we will,without warranty,notify emergency personnel. 6.2 Holdup or Panic. If we receive a hold up,duress,or panic signal,we will,without warranty,call emergency personnel,and if requested in writing by you,notify you or your designated representative shown on your Call List. 6.3 Video or Images. If we receive video or images,if available,from your System,and we reasonably believe that the images do not indicate an emergency condition,we will,without warranty,make reasonable efforts to call you or someone at the Premises who is on your Call List and can verify whether an alarm is false.If we are unable to reach you or someone at the Premises,a second call attempt will be made to the next person on your Call List but we will not notify emergency personnel. If we reasonably believe that the images do indicate an emergency condition,we will,without warranty,call emergency personnel, and if requested in writing by you,call you or the designated person on your Call List. 6.4 Medical Emergency Signals. If we receive a medical emergency signal,we will,without warranty,make reasonable efforts to reach you or someone at the Premises who is on your Call List and can verify whether an emergency exists, If we are unable✓.to reach you or someone at the Premises,a second call attempt will be made to the next person on your Call List. Unless directed otherwise in writing by you, if we are unable to reach you or the next person on Your Call List,we will,without warranty, notify emergency personnel,Two-way voice communication is not provided and,if you push the medical button on your alarm keypad,you will need a telephone to talk with someone.The alarm siren will not sound when the medical button is activated, 6,5 Fire Signals;Carbon Monoxide Signals. If we receive a fire alarm signal from commercial premises,we will, without warranty,notify emergency personnel and notify you or your designated representative by calling the specified telephone number(s)on your Call List. Trouble or supervisory signals from your fire System are sent to your designated representative in the manner directed. If we receive a fire alarm signal from residential premises,we will,without warranty, make reasonable efforts to reach you or someone at the Premises who is on your Call List and can verify whether an alarm is false. If we are unable to reach you or the next person on your Call List,we will,without warranty,notify emergency personnel. 6.6 Forced Entry.You understand that emergency personnel may forcibly enter the Premises when they are told that we received a fire,medical emergency,or carbon monoxide signal from your Premises.You consent to this.You understand that damage to your property may occur and that you are responsible for all costs rented to that damage. 6.7 Water Detection. If we receive a water detection signal,we will,without warranty,make reasonable efforts to call you or someone at the Premises who is on your Call List and can verify whether a condition exists.lf'we are unable to reach you or someone at the Premises,a second call attempt will be made to the next person on your Call List but we will not notify emergency personnel,The alarm siren will not sound when a water detection signal is activated. 6.8 Interactive Services;Two-Way Voice. If you selected interactive services,you may receive customized email and text message alerts about System signals on your computer,tablet,smart phone,or other mobile device as well. Certain wireless or interactive services require a compatible computer,tablet,cell phone,or other device with internet and email access.Not all devices will work with these services and you must provide your own devices at your sole expense.You understand that we have no control over these devices,or your internet or email access. Cellular data providers may charge additional fees for accessing the System on wireless devices.These charges are your sole responsibility. If you selected emergency two-way voice service,there is a risk that the connection may be interrupted or unable to connect,that the call may be dropped,and that the sound quality coming through the System may be distorted or impossible to understand or hear. 6.9 Permits; Consent. Certain law-enforcement or emergency agencies will not respond to in alarm signal unless you have a valid alarm riser permit, which you must keep current and renewed as required.See Paragraphs 13.7 and 13.8 for more information regarding alarm permits. If required to do so by any governmental authority or insurance interest,we may discontinue any particular form of response.You consent to the recording of all telephone calls with the Monitoring Center. 7. Familiarization Period. Except where required by law,unless you reject the familiarization period by initialing the checkbox above your signature,during a seven-day period(or any period required by law)following completion of installation and connection to the Monitoring Center(and during any applicable extensions),we have no obligation to,and will not,respond to any security alarm signal from your Premises that is received by our Monitoring Center. Even if an actual emergency occurs during this period,we have no obligation to,and will not,notify emergency personnel,you,or your designated representative,or take any other action with regard to a signal we receive. 8. Alarm Signal Transmission Methods. 8.1 Telephone Lines.You must pay all charges made by the telephone company or other utilities for installation or activation of service connections,telephone jacks, leasing,and service charges of telephone lines connecting your Premises to our Monitoring("enter. All charges for the installation and continuity of telephone service connections for the System are your sole responsibility. Activation of the System will interrupt and disconnect any telephone call in progress.You will be unable to use that line for 911 or any other emergency service.For these reasons,we recommend a dedicated telephone line for your System. If your telephone service is out of order,disconnected,placed on vacation,or otherwise interrupted,signals from your System will not be received by our Monitoring Center during any interruption in telephone service.Interruptions will not be known to our Monitoring Center or us,and emergency personnel will not be called.You must pay us for any costs incurred to reprogram the digital communicator to conform to telephone company-initiated changes in dialing procedures or area codes. Costs are based on our then current standard service call charge. We recommend two dedicated telephone lines for your fire System. 8.2 Cellular or Radio Transmission, If cellular or radio service is used as your primary or secondary transmission method,the System's communicator is connected to a cellular or radio network. The use of radio frequencies is controlled by the Federal Communications Commission("FCC"),and changes in FCC rules,regulations,and policies may necessitate discontinuing Monitoring and Services Agreement,—Please read all pages! Page 3 of 6 CIL 02/14 Your Initials transmissions,You must pay all monthly service charges connecting your Premises to our Monitoring Center. Radio or cellular transmissions are subject to environmental conditions,including power failures and electrical storms,that are totally beyond our control. 8.3 Internet Transmission. Using DSL,BPL,Voice over Internet Protocol("VoIP"),or other internet-based service may interfere with the signals seat by the System to the Monitoring Center.Signal transmission using these services can be sporadic.These services will not work without electrical power,and may interfere with your ability to call 911 or interfere with the telephone line-seizure feature of the System.To make sure that the System is operational and properly transmitting signals,you must immediatey test your System after installation of any of these services.Cellular or radio back-up is highly recommended if internet services are used. 9. False Alarms. If you cause an excessive number of false alarms through carelessness,or malicious or accidental use of the System,or if you in any manner misuse or abuse the System,your conduct is a material breach of contract. After giving you ten-days written notice,we may at our option, in addition to all other legal remedies,terminate this Agreement. You are solely responsible for all false alarm fines,penalties,or fees, including charges from a private guard service, if any, whether assessed against you or us. 10. Service or Repair Set-vices. 10.1 Call. Call us at the number above to request service or repair. 10.2 Repair; flours. Service or repair is provided on a time-and-materials basis at our then current rates for parts and labor, a one-hour minimum fee,and other service call fees. Service is usually performed as soon as reasonably possible. Service or repair is provided Monday through Friday,excluding holidays,between the hours of 8:00 a.m.through 5:00 p.m.A responsible adult must be at the Premises at the time of the service call. Emergency service is available at all other times at our then current premium labor rate and set-vice call fees. Payment must be made upon completion of the work. 10.3 Repair or Replace; Remote Access. We may,in our sole discretion,either repair or replace the part,and may substitute new or reconditioned materials of equal quality at the time of replacement. If the repair costs exceed the replacement cost,we may replace the defective equipment with new or reconditioned equipment substantially equivalent to or with comparable features as the existing equipment, if available.fire replacement equipment may have a higher or lower selling price than the original equipment you have. We may program,alter,or repair the System remotely,and you will allow us access to do so. 10.4 I'll.System Service Hours; Runner Service. U1,System service or repair is provided seven days a week,365 days per year, Runner service is provided within the required response time to investigate or repair the System at our then current regular or premium rates as the case may be. Service performed Monday through Friday,excluding holidays,between the hours of 8:00 a.m.through 5:00 p,rn, is charged at our then current regular rates for parts and labor,a one-hour minimum fee,and service call fees.1,rnergency service is available at all other times at our then current premium labor rate and service call fees, 10.5 Liability. We are not responsible for loss or damage while the System is under repair or is awaiting parts,Any repair, service,replacement,or addition of equipment by us after the initial installation or programming of the System is governed by this Agreement, in particular Paragraphs 11, 16,and 22,which limit our liability. 10.6 Takeover of Other Systems.If we takeover or provide service to the System,we are not liable for components or equipment not installed by us. it. Limitation of Liability. 11.1 No Guarantee. We and our divisions or affiliates are not insurers of your real or personal property or data,or the personal safety of anyone on your Premises.This Agreement is not an insurance policy or a substitute for an insurance policy.You must obtain all property,life,health,disability,or business interruption insurance.The payments required are based solely upon the value of the System or service,and not on the value of your real or personal property or data,or the property of others located in or on your Premises.We make no guarantee or warranty,including an implied warranty of merchantability or fitness,that the System or service will prevent or avoid occurrences or the consequences of occurrences that the System or service is designed to detect or avert.It is impractical and extremely difficult to determine in advance (a)the value of your real or personal property or data,or the property of others kept on the Premises,that may be lost, stolen,or damaged if the System or service does not operate properly;(b)the response time of the Monitoring Center, emergency personnel,or guard service,if any;(c)what portion,if any,of a loss,damage,personal injury,or death would be proximately caused by out-failure to perform or our active or passive negligence;or(d)whether a camera or access control system would detect or prevent unauthorized intrusions or activities. 11.2 Amount ot'Liability. If we or our agents or employees are found liable for loss,damage,or injury of any kind whatsoever from our failure to perform any of our obligations under this Agreement,failure of the System,equipment,or service in any manner,breach of warranty,tort,or our active or passive negligence,then our liability is limited to a sum equal to the total annual monitoring fees at the time of the incident or$1,500,whichever is greater.This is not a penalty. This is your only remedy regardless of the legal theory used to find the Monitoring Center or us liable. 11.3 More Protection. You may obtain a higher limitation of liability by paying an additional charge.If you elect this option,a rider will be attached to this Agreement stating the terms,conditions,and amount of the limited liability and the additional charge.Even if a rider is provided to you,we are not your insurer. 12. Interruption,Suspension,or Cancellation of Service. We are not liable for any delay in monitoring or service of tile System,for the consequences of delay,or for any interruption of operation because of floods;storms;earthquakes; fire;power failures;strikes; riots;war,declared or undeclared;terrorism; insurrection;interruption or unavailability of telephone, cellular, cable,radio,Internet,or other transmission services;acts of God;or for any other cause beyond our control,regardless of cause or origin. We are not required to provide monitoring or other services to you while any of these causes exist. If services are suspended for these reasons,you must continue to pay under the terms of this Agreement. If the Monitoring Center or your Premises or equipment are destroyed by fire or other catastrophe,are so substantially damaged that it is impractical to continue service,or if the Monitoring Center or we are unable to render service,this Agreement will be suspended without notice. 13, Your Duties as to Use of System; Battery and Device Replacement; Monitoring or System Permits. 13.1 Test. Immediately before securing the Premises,you or others using the System must carefully and properly set the security System.You must properly test the System at least monthly during the term of this Agreement. Ifthe System does not operate properly or if there is a power failure or other interruption at your Premises,you must notify us immediately. 13.2 Batteries. If your System uses wireless battery-operated devices,you must replace the batteries when the System emits a low-battery signal or at least every two years.You may also call us.We will replace the batteries at your expense at our then current rates for parts and labor,plus service call fees.If you fail to replace the batteries,or if the batteries are low or dead,the System will not function properly. 13.3 Carbon Monoxide Detectors. If you have carbon monoxide detectors,you must replace them at least every three years. Monitoring and Services Agreement-Please read all pages! Page 4 of 6 CL 02/14 4� LOT—Your Initials 13.4 Changes. You must immediately notify us of any changes to the Premises or to any fixtures,furniture,or equipment, You must immediately notify us of any changes to your telephone service,including the installation of DSL,BPL,Voice over Internet Protocol("VoIP"),or other internet-based telephone service. 13.5 Power. You must provide 24-hour electrical service and electrical outlets for the System. 13.6 Environment. You must provide adequate lighting for any camera or video system,and otherwise provide the proper environment for the System as reasonably requested.You will provide and maintain all storage media for the video system. 13.7 Permits. Monitoring may be subject to permit fees. If required,obtaining and maintaining an alarm permit is your sole responsibility.You are solely responsible for paying for all monitoring,alarm,or system permits,licenses,or fees imposed by authorities having jurisdiction necessary for the use and operation of the System,and all other charges or fees imposed.You are solely responsible for determining whether the city,county,or governmental subdivision in which the Premises are located has or may later have statutes or ordinances requiring that you obtain and maintain a license or permit for the System. 13.8 Notification. Unless you have a valid alarm-user permit or license,which must be kept current and active as required, certain emergency personnel will not respond to an alarm signal. In order to request an emergency response,we must know your permit number, Until you obtain,at your expense,all necessary permits or licenses,and provide us with the license or permit number,we may not be able to notify emergency personnel of an alarm. 13.9 Indemnity. You must defend and indemnify us from any claim made by another alarm company regarding its contract with you, 14. Authorized Call List; Personnel. You will immediately give us a written list of names,relationship,titles, and telephone,cell,and pager numbers of all persons to be notified if there is an alarm and the order in which these persons are to be called("Call List").You will also give us and keep current a written list of the names,titles,and phone numbers of all persons authorized to enter or remain on the Premises("Personnel List"),If you are a commercial customer,you must give us a daily and holiday opening and closing schedules and all other information that we may require, All changes to your Call List or Personnel List must be given to us in writing only and become effective only upon our acknowledgment of receipt of the changes. If you choose an interactive service,you are solely responsible for creating and updating your profile on any remote service website. 15. Change in Ownership of Premises. Moving from your Premises does not relieve you of your obligations tinder this Agreement. 16. Assignment; Rights of Subcontractors. We may assign this Agreement to any person or entity without notice to you. Without our prior written consent,you must not assign or transfer this Agreement. We may subcontract any of the work or services to be performed under this Agreement,including monitoring,without notice to you.This Agreement,especially Paragraphs I I and 22,protects the Monitoring Center or our other subcontractors in the same way that the paragraphs protect us. 17. Default; Interest; Reactivation. 17.1 Default. Any of the following constitute your default under this Agreement: (a)failure to pay any amount provided in this Agreement within ten days after the same is due;(b)failure to communicate or cooperate with us; (c)failure to perform any other obligations under this Agreement within ten days after written request;or(d)you become a debtor in a bankruptcy proceeding.If you default,we may discontinue all services upon ten-days written notice to you,and accelerate and recover all amounts to become due tinder this Agreement,as well as all other sums to which we are entitled. 17.2 Interest. If any payment due is more than ten days late,you will pay simple interest on each past due payment in the amount of 18%per year calculated on a 360-day year[periodic rate of 1.5%per month or the maximum amount allowed by law I until the balance is paid in full. You will pay a service charge of$25 for each returned check. 17.3 Reactivation. If we for any reason discontinue service and you desire to reactivate the service,reactivation is subject to a$75 fee and payment of all past due amounts. If the System cannot be reactivated remotely,and a service call is required,you must also pay us our then current regular rates for parts and labor,and service call fees, 18. Change in Rates. 18.1 Increase. We may increase the monitoring or service fees at any time after the expiration of the initial term of this Agreement, but not more than once in any 12-month period,and upon giving you written notice 60 days in advance of the effective date of the increase. If you do not want to pay the increased charge,you may cancel the then unexpired term of this Agreement by notifying us in writing 30 days before the effective date of the increase. 18.2 Taxes,Charges,and Fees. We may at any time increase the monitoring or service fees to reflect increases in federal, state,and local taxes,utility charges including telephone company charges,and municipal fees and charges,which are imposed on its and which relate to the services provided under this Agreement. You must pay all increased monitoring fees. 19, Notices. All notices regarding this Agreement must be in writing and may be served by personal delivery; by a reputable overnight carrier with all delivery charges provided for;or by certified mail,return-receipt requested,and regular mail,with postage prepaid,to the addresses set Jbi-th in this Agreement or to any other address provided by one party to the other from time to time in writing. 20. Information and Privacy. 20.1 Recording. We may monitor or electronically record video and audio related to monitored activity at your Premises,as well as conversations with you,emergency personnel in connection with employee training,quality control,and the provision of services.You consent to this. Privacy cannot be guaranteed on telephone,cable,wireless,computer,and other systems.We are not liable to you for any claims or damages that may result from a lack of privacy experienced, 20.2 Consent. You consent to us(a)using information about you and your location to administer services,offer you new products or services,enforce the terms of this Agreement,prevent fraud,and respond to regulatory and legal requirements;(b) providing information, including information contained on your Call List and other personal information,to emergency personnel or our subcontractors or assignees for the purpose of providing services or in response to a subpoena or other legal process-,and(c) using and sharing aggregate customer information and statistics that do not include information that identifies you or any individuals personally. We may contact you by telephone,facsimile,e-mail,or other internet services,with respect to the System and services we provide under this Agreement,and new offerings of systems or services we may make available in the future, 21. Network or Server Vulnerability; Liability.You are solely responsible for the integrity and security of your data, software,devices,computer system,networks,servers,and other equipment.We are not liable for any loss or damage arising out of or relating to any unauthorized or improper access to,or use of your System or data.Your System may be connected to the internet. You understand that we do not operate or control the internet,and that viruses,worms,troJan horses,and other malicious or undesirable data,code,software,or users may attempt to access or damage your data,devices,computers,and networks. We are not liable fior such activities. We do not guarantee that the System or service will meet your requirements,that the service will be Monitoring and Services Agreement--Please read all pages! Page 5 of 6 CL 02/14 :ikYour Initials 10 p v-, R t> �S 5 K Iz > 0 5 5 cd aux to (U ct tj Cl. c3 V 0 n -0 cr u 'L, p > -t:s OZ 5 45 14 C t4 cl, tm t) t) 0 = :z c3cA 5 ra) Q 't _0 — 0 — =, = 4i 0 0 .mooct 45, E 0 V4 Ir > —Ln X: 0 % Ir, 5 oh >, 66 'n C4 tw th 0 C� 0 0 s. -14 ci tz �4 rz to ¢moi .0 �) v, a) " th 0 Z S tt 0 7Z 6 ct tL �0. ev Z to > tb b 6—,= til C, < ttb C) Z tz R 5 0, n 7j e tb CM r- tl) v �u > tri U ej 114 rj > ti V� t�> 12 = E t) rIA ,F- -,!� R , q) ct, fq P > ACO 99 PACIFIC ALARM SERVICE C10/C28 J C16 606732 521 Wellwood Avenue Beaumont,California 92223 Voice:(951)845-1666 * Fax:(951)769-1230 www.pacificalarm.com COMMERCIAL SECURITY AND FIRE INSTALLATION AND SERVICES AGREEMENT Check all that apply: W NEW SYSTEM INSTALLATION 13 EXISTING SYSTEM li PURCHASE 13 SYSTEM AS PART OF SERVICE Iii HARD WIRE 13 WIRELESS 0 CELLULAR 0 RADIO 13 INTRUSION 13 HOLD UP OR DURESS 0 CAMERAS OR VIDEO 0 ACCESS CONTROL 13 STRUCTURED CABLING 51 FIRE 13 WATER DETECTION C3 CARBON MONOXIDE 13 INTERACTIVE DEVICES CONTRACT#7049 This Commercial Security and Fire Installation and Services Agreement is entered into on May 6 2014 ,by and between City of Redlands Corp Yard Server Bldg__.__._..._._ ("you,""your")and Pacific Alarm Service,a California corporation("we,,""us,"""our"), .......... YOUR INFORMATION You/Contact Person: City of Redlands-Corporate Yard-Server Building Premises Address: 1270 W. Park Redlands, Ca. Billing Address:__C,qX_9f Redlands/Attn: Accounts Payable/PO Box 3005 Redlands, CA 92373 Phone: 909-798-7655 Cell Phone: 909-798-7655 Email: rcross@_cityofredland--so—r—q Owner Name and Address(if different from above): City of Redlands 1. Installation, We will install,or cause to be installed,the equipment described in the Scope of Work("System")at your premises identified above("Premises"). If you did not purchase the System,the System,including the wiring and materials,is provided only as part of our services.You chose the System or service.Additional,different,or higher levels of protection and service were discussed with you and are available from us at an additional cost. Receiving equipment at our offices so that System installation may begin or starting the installation of wiring at the Premises constitutes substantial commencement of the work to be perfornied under this Agreement. Upon completion of a fire System installation,we will provide you with all documents required by the authority having jurisdiction and applicable law,unless otherwise indicated below.Upon completion of a security System installation,we will thoroughly instruct you on the proper use of the System, 2. Scope of Work; Proposal. Our scope of work is set forth in our Proposal No.14-4036 and dated 04-01-2014,and is attached here. The Proposal is part of this Agreement. If you want the System to be monitored,you must sign our separate Monitoring and Services Agreement. 0 You thoroughly discussed the monitoring services available from us.You do not want the System or its signals to be monitored. If there is an alarm,you understand that no signal will be sent to a monitoring center,and that emergency personnel will not be called. Your Initials 3. Terin. The original term ofthis Agreement is three years,and the Agreement automatically renews for successive one-year periods unless either party notifies the other in writing of its intent to terminate no less than 60 days before the expiration of the original or renewal period. 4. Payments;Terms. 4.1 System as Part of Service Payments. Installation Charge:$ Monthly Service Charge: Payment Options:0 Monthly$_ 0 Quarterly:$___ C3 Semi-Annually:$_ 0 Annually:$_(paid in same month as above) 4.2 Purchase Payments. Down Payment:$­ Payment due on Completion of Rough Wiring:$ Payment upon Completion of Our Work:$ Other:$ Total Purchase Price: 1235.00 4.3 Payment Terms. You must pay us,our agents,or assigns the total price for all installation, labor,services,equipment,or materials to be installed or provided under this Agreement. If we provided the System as part of our service,you must pay the prorated fees for the month in which services begin. Payments are payable in advance,on the first day of the month,commencing on the date set forth above.Your payments shown above do not include any applicable tax. if any taxes are due,you must pay the tax in addition to your monthly payments.Our work does not include electrical work or asbestos abatement.You must not hold back or delay payment because of inclement or lack of suitable weather,while waiting for official building inspections,or for any other reason whatsoever.No finance charge or cost of credit is associated with this Agreement. 5. Disclaimer of Warranties; Liability;Consequential Damages. Our obligation to provide the System or any other services arises solely out of this Agreement and not through any other means.We do not represent or warrant that the System or service may not be compromised or by-passed; will detect or prevent all burglaries,hold-ups,personal emergencies,fires,smoke or water damage,or otherwise;or that it will in all cases provide the protection for which it was installed or intended.We or our agents or employees made no representations or warranties,express or implied,as to any matter whatsoever,including without limitation, the condition of the equipment,its merchantability,its fitness for any particular purpose,or noninfringement or title,You did not rely on any representation or warranty,express or implied.Any information provided or promise does not create an express warranty,and will be considered expressions of personal opinion only. If we were to have any liability greater than that agreed to by you in Paragraphs 11),20,and 24 of this Agreement,we could not and would not provide the System or services,and we could Commercial Security and Fire Installation and Services Agreement—Please read all pages! Page 1 of 4 CL 02/2014 Ti_...__:Your Initials not provide the System or services at the rates contained here.The warranty provided in this Agreement gives you specific legal rights,and you may have other rights that vary from state-to-state.We are not liable for special,consequential,or incidental damages.Some states do not allow the exclusion or the limitation of consequential or incidental damages,so the above limitations or exclusions may not apply to you. 6. Access and Preparation. You will allow us to enter the Premises to install the System and will provide uninterrupted access. You accepted our Proposal and in doing so,approved the locations where the System devices will be placed. We will try to conceal all wires,but the existing structure or other obstructions may require some of the wires to be visible. You authorize us to make any preparation such as drilling holes,driving nails,making attachments,or doing other things necessary for installation or service of the System. 7. Hazards. Before installation begins,you must inform us where not to drill or expose because of pipes,wires,equipment,or hazardous materials. Unless so informed,we will decide where to drill holes and install equipment. We will use reasonable care to avoid concealed items,but have no way to determine with certainty if any exist. All costs to repair or replace pipes,wires,equipment, walls, ceilings,floors,or furnishings are your sole responsibility. We are not liable for property damage,personal injury,illness,or other loss due to water intrusion,including without limitation,mold or rot. If asbestos or other hazardous materials are found during installation,we will stop all work until you,at your sole expense,obtain clearance from a licensed asbestos or hazardous waste removal contractor that no danger exists. We are not liable for the discovery of or exposure to asbestos or other hazardous materials. 8. Audible Alarm Shut Off. If your security System has an audible alarm,we will install a device that automatically shuts offthe audible alarm after it has sounded for not more than ten minutes after the first activation. No automatic shut-off for fire Systems is allowed. 9. Acceptance of Installation, After the System is installed,we will inspect the System together. Any error or omission in the design,construction,or installation of the System must be brought to our attention in writing within 15 days after completion of installation. The installation is totally satisfactory to and accepted by you upon the expiration of 15 days. ACCEPTANCE The prices,specifications,and conditions in this Agreement are satisfactory.You understand,approve,and accept this Agreement,in particular Paragraphs 10,20,and 24,which set forth our maximum liability if there is any loss or damage to you or any third party.You may obtain a higher liability limit by paying an additional charge.You were advised that there are additional,different,or higher levels of protection and service available.The System provided is based upon your specific request,approval,and cost considerations,for which you must hold us harmless.[This language must be in 10-point bold] WARNING: Various System components or products may contain lead or other chemicals known to the State of California to cause cancer,birth defects,or other reproductive harm. YOU ?ACIPIC ALARM SERVICE f7 Dated Dated: la Print Your Name/Title Authorized Company Representative Corporation ❑ LLC Partnership 13 Sole Owner Salesperson Name and No. Your Signature: e I A" mt terms on other pages" mo ATTE am Irwin, City Clerk pp writing Y a Unless we�`Ither�ov e riti n Itmins;b n authorized company representative,or(2)begin installation,this Agreement is not binding upon us. If we do not approve the Agreement,our sole liability is to refund the amount paid to us when you signed the Agreement.Not receiving a copy signed by us does not make this Agreement unenforceable. 110. (.imitation of lAability. 10.1 No Guarantee. We and our divisions or affiliates are not insurers of your real or personal property,data,or the personal safety of anyone on your Premises.You must obtain all property,life,health,disability,or business interruption insurance.The payments required are based solely upon the value of the System or service,and not on the value of your real or personal property or data,or the property of others located in or on your Premises.We make no guarantee or warranty,including an implied warranty of merchantability or fitness,that the System or services will prevent or avoid occurrences or the consequences of occurrences,that the System or services is designed to detect or avert.It is impractical and extremely difficult to determine in advance(a)the value of your real or personal property or data,or the property of others kept on the Premises,that may be lost, stolen,or damaged if the System or service does not operate properly;(b)the response time of the Monitoring Center,emergency personnel,or guard service,if any;(c)what portion,if any,of a loss,damage,personal injury,or death would be proximately caused by our failure to perform or our active or passive negligence;or(d)whether a camera or access control system would detect or prevent unauthorized intrusions or activities. 10.2 Amount of Liability. If we or our agents or employees are found liable for loss,damage,or injury of any kind whatsoever from our failure to perform any of our obligations under this Agreement;failure of the System,equipment,or service in any manner;breach of warranty; tort;or our active or passive negligence,then our liability is limited to a sum equal to the total of six monthly payments at the time of the incident,or$2,000,whichever is less.This is not a penalty.This is your only remedy regardless of the legal theory used to find us liable. 10.3 More Protection, You may obtain a higher limitation of liability by paying an additional charge. If you elect this option,a rider will be attached to this Agreement stating the terms,conditions,and amount of the limited liability and the additional charge.Even if a rider is provided to you,we are not an insurer. I]. Service and Repair, 11.1 Call. Call us at the number above to request service or repair. 11.2 fluvited Warranty.If you purchased the System and if it does not operate property,we will, upon your request,make all repairs and replace parts without cost to you for a period of one year from the date the System installation is complete. Our service and repair includes all parts and labor for repairs necessitated by ordinary wear and tear, excluding equipment not installed by us,batteries, security screens,hard drives,storage media,access control cards,or other disposable items.You must pay for those items at our then current rates for parts and labor,a one-hour minimum fee,and service call fees. 11.3 After-Warranty Service. If you purchased the System,after-warranty service is provided as you request on a time- and-materials basis at our then current rates for parts and labor,a one-hour minimum fee,and service call fees. Payment must be made upon completion of the work. 11.4 Service and Repair. If we provided the System as part of our service and the System does not operate properly,we will,upon your request,make all repairs and replace parts without cost to you while this Agreement is in effect.Our service and repair includes all parts and labor for repairs necessitated by ordinary wear and tear, excluding equipment not installed by us,batteries, security screens,hard drives,storage media,access control cards,or other disposable items. Service and repair does not cover ally Commercial Security and Fire Installation and Services Agreement-Please read all pages! Page 2 of 4 CIL 02/2014 41 Your Initials I----------I malfunction or damage caused by accident,misuse,acts of God,birds,rodents,or other animals,or installation or programming by anyone other than us. You must pay for excluded work or items at our then current rates for parts and labor, a one-hour minimum fee,and other service call fees,Payment must be made upon completion of the work.If anyone other than an authorized company representative attempts the repair,service,programming,or modification of any portion of the System,this Agreement is terminated immediately and we may immediately remove the System. 11.5 Repair or Replace; Remote Access.We may, in our sole discretion,either repair or replace the part,and may substitute new or reconditioned materials of'equal quality at the time of replacement. If the repair costs exceed the replacement cost, we may replace the detective equipment with new or reconditioned equipment substantially equivalent to or with comparable features as the existing equipment, if available. The replacement equipment may have a higher or lower selling price than the original equipment you have.We may program,alter,or repair the System remotely,and you will allow us access to do so. 11.6 Hours.Service and repairs are usually performed as soon as reasonably possible. Service is provided between the hours of 9:00 a.m.and 5:00 p.m., Monday through Friday,excluding holidays.Emergency service is available at all other times at our then current premium labor rate.We prefer that a responsible adult be at the Premises at the time of the service call. 11,7 Liability.We are not responsible for loss or damage while the System is under repair or is awaiting parts.Any repair, service,replacement,or addition of equipment by us after the initial installation or programming of the System is governed by this Agreement, in particular Paragraphs 10,20,and 24,which limit our liability. 11.8 Takeover of Other Systems. If we take over or provide service to the System,we are not liable for components or equipment not installed by us. 12. Your Duties as to Use of System; Battery and Device Replacement; Monitoring or System Permits. 12.1 Test. Immediately before securing the Premises,you or others using the security System must carefully and properly set the System.You must properly test the security System at least monthly during the term of this Agreement.If the System does not operate properly or if there is a power failure or other interruption at your Premises,you must notify its immediately. 12.2 Batteries. If your System uses wireless battery-operated devices,you must replace the batteries when the System emits a low-battery signal or at least every two years.You may also call us.We will replace the batteries at your expense at our then current rates for parts and labor,and service call fees.If you fail to replace the batteries,or if the batteries are low or(lead,the System will not function properly. 12.3 Carbon Monoxide Detectors. If you have carbon monoxide detectors,you must replace them(it least every three years, 12.4 Interactive Services. Certain wireless or interactive services require a compatible computer,tablet,cell phone,or other device with internet and email access,Not all devices will work with these services and you must provide your own devices at your sole expense, Cellular data providers may charge additional fees for accessing the System on wireless devices.These charges are your sole responsibility. 12.5 Changes. You must immediately notify us of any changes to the Premises or to any fixtures,furniture,or equipment, You must immediately notify us of any changes to your telephone service,including the installation of DSL,BPL,Voice over Internet Protocol("Volf"'),or other internet-based telephone service, 12.6 Power. You must provide 24-hour electrical service and electrical outlets for the System, 12.7 Environment. You must provide adequate lighting for any camera or video system,and otherwise provide the proper environment for the System as reasonably requested.You will provide and maintain all storage media for the video system, 12.8 Permits. If required,obtaining and maintaining an alarm permit is your sole responsibility.You are solely responsible for paying for all alarm or system pen-nits,licenses,or fees imposed by authorities having jurisdiction necessary for the use and operation of the System,and all other charges or fees imposed. You are solely responsible for determining whether the city,county,or governmental subdivision in which the Premises are located has or may later have statutes or ordinances requiring that you obtain and maintain a license or permit for the System, 12.9 Indemnity, You must defend and indemnify us from any claim made by another alarm company regarding its contract with you. 13. Change in Ownership of Premises. If you did not purchase the System,moving from your Premises does not relieve you of your obligations tinder this Agreement, 14. Your Plans and Specifications;Your Purchase Order. If the System is installed or replaced according to your plans and specifications,you must pay for all costs incurred for any work necessitated by errors in the plans provided, If there is any conflict between this Agreement and your purchase order or other document delivered to us,this Agreement governs whether the purchase order or document is delivered before or after this Agreement is fully signed, 15. Network or Server Vulnerability; Liability.You are solely responsible for the integrity and security of your data,software, devices,computer system,networks,servers, and other equipment. We are not liable for any loss or damage arising out of or relating to any unauthorized or improper access to,or use of your System or data,Your System may be connected to the internet.You understand that we do not operate or control the internet,and that viruses,worms,trojan horses,and other malicious or undesirable data,code,software,or users may atterript to access or damage your data,devices,computers,and networks. We are not liable for such activities. We do not guarantee that the System or service will meet your requirements,that the service will be uninterrupted or error-free,or that encryption algorithms,associated keys,and other security measures will be secure or effective. You must notify us immediately if you upgrade your operating system or make any changes to your file mapping,or your System or devices are unable to access the internet or network service. 16. Authorities having Jurisdiction. You are solely responsible for all costs necessitated by changes in the regulations or standards of any authority having jurisdiction,including the interpretation of the regulations and standards. You will promptly pay us for the cost of any changes to the Scope of Work tinder this Agreement that may be requested by the owner of the Premises if you are not the owner,or any authorities having jurisdiction,including building and safety departments, State Fire Marshall, local fire or electrical departments, insurance companies,homeowners associations,or any other federal,state,or local agency. 17. Purchased Systems Title; Risk of Loss; Removal of System. Until you have paid us in full,we hold title to and have a security interest in the System,If you fail to pay for the System or our work in full,you must allow us to enter the Premises and remove all or any portion of the System and recover all damages to which we are entitled.Removal of the System is without prejudice to the collection of all sums due tinder this Agreement.After installation begins,you bear the entire risk of loss for the equipment or components.If the System is removed for any reason,we are not obligated to restore the Premises to its original condition or to redecorate the Premises, 18. Title to Systems Not Purchased; Security Interest; Risk of Loss; Removal of System. 18.1 Title;Security Interest. YOU Understand that we are providing the System as part of our service,and that we hold title to the System,all components,yard signs,and window stickers at all times and that they may be removed by us. When the installation is complete,you will hold title to the wire,cable,and conduit only.You must not damage, lien,encumber, or dispose of any part of the System or permit the System to be damaged,encumbered,removed,tampered with,or repaired by anyone other than us. Installation of the System does not create a fixture to your Premises.By this Agreement,you grant us a security interest in the System and,if'we need to Commercial Security and Fire Installation and Services Agreement—Please read all pages! Page 3 of 4 CL 02/2014 V41Your Initials perfect the interest,you will comply with all reasonable requests.If you do not own the Premises,you must obtain the written consent of the owner for the installation,removal,or abandonment of the System. 18.2 Risk of Loss; Insurance. Once installation begins,you bear the entire risk of loss for the System.You must maintain all risk insurance for damage to or loss of the System and all its components at your expense,and must name us as a loss payee on all insurance policies.If the System or any part of it is damaged or lost,you must pay us the reasonable value of the System of the cost of repair,which we will decide in our reasonable discretion. 18.3 Removal of System. When this Agreement expires or is terminated,or if you default,you must allow us immediately to enter the Premises arid remove or deactivate all or any part of the System.You must return the System to us in good condition,except for reasonable wear and tear, We are not required to remove all or any part of the System, and we may elect to disable or abandon all or any part of the System.Removing,disabling,or abandoning the System is without prejudice to the collection of all sums due under this Agreement or any extensions or renewals thereof If the System is removed for any reason,we are not obligated to restore the Premises to its original condition or to redecorate the Premises. 19. Delay in Installation; Interruption of Service. We are not liable for any delay in the installation or service of tire System,for the consequences of delay,or for any interruption of operation because of floods;storms;earthquakes;fire; power failures;strikes;riots;war, declared or undeclared;terrorism; insurrection; interruption or unavailability of telephone,cellular,cable,radio,Internet,or other transmission services;acts of God;or for any other cause beyond our control,regardless of cause or origin. If installation or service is suspended for these reasons,you must continue to pay under the terms of this Agreement. We are not required to provide installation, repair,or any other services to you while any of these causes exist. 20, Assignment; Rights of Subcontractors. We may assign this Agreement to any person or entity without notice to you. Without our prior written consent,you must not assign or transfer this Agreement.We may subcontract any of the work to be performed under this Agreement without notice to you.This Agreement,especially Paragraphs 10 and 24,protects our subcontractors or other service providers in the same way that the Paragraphs protect us. 21, Default; Interest. 21.1 Default, Any of the following constitute your default under this Agreement: (a)failure to pay any amount provided in this Agreement within 30 days after the same is due-,(b)failure to communicate or cooperate with us; (c)failure to perform any other obligations under this Agreement within tell days after written request;or(d)you become a debtor in a bankruptcy proceeding. If you default,we may discontinue all work or services upon ten-days written notice to you,and accelerate and recover all arnounts to beconle due under this Agreement,as well as all other sums to which we are entitled, 21.2 Interest. If any payment due is more than ten days late,you will pay simple interest on each past due payment in the amount of' IS",/0 per year calculated on a 360-day year[periodic rate of 1.5%per month or the maximum amount allowed by law] until the balance is paid in full.You will pay a service charge of$25 for each returned check, 22. Notices. All notices regarding this Agreement must be in writing and may be served by personal delivery;reputable overnight courier with delivery charges provided for;or certified mail, return-receipt requested and regular mail,with postage prepaid,to the addresses set forth in this Agreement or to any other address provided by one party to the other front time to time in writing. 23. Information and Privacy; Consent. Privacy cannot be guaranteed on telephone,cable,wireless,computer,and other systems. We are riot liable to you for any claims or damages that may result from a lack of privacy experienced. You consent to us(a)using information about your location or You to administer services,offer you new products or services,enforce the terms of this Agreement, prevent fraud,and respond to regulatory and legal requirements;(b)providing information about you or your Premises, including personal information about individuals employed by you or who visit your Premises to emergency personnel or our subcontractors or assignees for the purpose of providing services or in response to a subpoena or other legal process;and(c)using and sharing aggregate customer information and statistics that do not include information that identifies you or any individuals specifically.We may contact you by telephone,facsimile,e-mail,or other internet services,with respect to the System and services we provide under this Agreement,and new offerings of systems or set-vices we may make available in the future. 24. Third Party Indemnification; Subrogation. You must immediately defend and indemnify Lis against all claims brought by others, including personal injury,tort,negligence,property damage,or death.This provision applies to all claims regardless of cause, including our or the System's perfinriflance or failure to perform;defects in products,design,installation,activation,or service; negligence-, tort;warranty;contribution; indemnification;or strict products liability. So far as permitted by your liability or property insurance policy, you release us frorn all claims,whether the claims are made by or through you,including your insurance company or other pat-ties,and must defend and indemnify us from all claims.You must notify your insurance company of these terms. 25. Time to Bring Suit; Venue; Governing Law. Any lawsuit or other legal proceeding arising out of or relating to this Agreement, whether based upon contract,tort,negligence,or otherwise,must be brought no later than one year after the claire arises. This Agreement is made and entered into in Riverside(.entity,California.Any legal proceeding arising out of or relating to this Agreement must be brought in Riverside County, California law applies to this Agreement regardless of choice-of-law rules. 26, Entire Agreement. This Agreement is the final expression of and sets forth the entire agreement between us.No other- agreements, theragreements,representations,or warranties,express or implied,oral or written,have been made by any party to the other with respect to this Agreement. All prior and contemporaneous conversations,negotiations,and warranties are not relied upon and are waived. This Agreement supersedes and replaces all prior oral or written agreements or understandings between us. This is an integrated agreement.This Agreement cannot be changed orally,and all changes must be in writing signed by both parties' authorized representatives. 27. Ltiforceability; Waiver. If any part of this Agreement is void,the remaining portions of the Agreement remain enforceable.No waiver of a breach of any term or condition of this Agreement is a waiver of any succeeding breach. 28. Interpretation;Construction. The captions are for convenience of reference only and have no force in the interpretation or construction of this Agreement. The neuter includes the masculine or feminine gender,and the singular includes the plural wherever the context requires.Each term of this Agreement is a condition to be fully performed. The rule of construction that ambiguities are resolved against the drafting party does not apply in interpreting this Agreement. 29. Authorized Signatories; Duplicate. The individuals executing this Agreement are authorized signatories and have the full power to enter into this Agreement,and make the representations and warranties set forth here. Delivery of the executed Agreement by facsimile or other electronic means is as binding as delivery of an originally-executed Agreement.This Agreement and all documents arising out of or relating to this Agreement.may be stored or reproduced by electronic or mechanical means.Ail electronic version of this Agreement is legally equivalent to the original for all purposes,including litigation. 30. State Licenses. Alarm Company Operators are licensed and regulated by the Bureau of Security 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 regarding a patent act or omission is filed within four 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 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. Commercial Security and Fire Installation and Services Agreement—Please read all pages! Page 4 of 4 CL 02/2014 No_b(_Your Initials - - ° . ACO 99 PACIFIC ALARM SERVICE [10/[28/[16606732 (581) 845-I566 ° Fax: (951)769-I23Owww.pacKicalann.mom ATTACHMENT Page 1 of 1 Attachment To: * Commercial Purchase and Services Agreement Commercial System and Services Agreement Residential Sale And Services Agreement Monitoring Services Agreement SUBSCRIBER/CUSTOMER City ofRedlands-Corporate Yard-Server Building Schedule ofEquipment and Services: ATTACHMENT. The following list ufequipment and schedule of work isincluded aspart ofthe base agreement#7O49 dated 04-25-2014 attached. All terms and conditions of the base agreement remain unchanged and in full force and effect. SCHEDULE OFDETECTION Subscriber Owned Fire Alarm System with Central Station Monitoring One Silent Knight fire alarm system communicator. One 12vdu7ahrechargeable battery. Digital communication to Central Station with daily test signal via phone lines. Function test all devices under initial acceptance. All Labor included. Central Station Monitoring ofsubscriber-owned fire alarm system, Inspection and testing ofsystem per NFPA72guidelines. °°Tamt|nQand inspections tnheoncommunicator only. Maintenance provided miadditional cost. ACO 99 PACIFIC ALARM SERVICE CIO/C28 J C16 606732 521 Wellwood Avenue Beaumont,California 92223 Voice:(951) 845-1666* Fax:(951)769-1230 www.Igacificalarm.com MONITORING AND SERVICES AGREEMENT Check all that apply: 13 RESIDENTIAL W COMMERCIAL W HARD WIRE E3 WIRELESS 0 CELLULAR 13 RADIO 13 INTERACTIVE SERVICES 0 INTRUSION MONITORING 0 HOLD UP OR DURESS 13 VIDEO MONITORING 13 WATER DETECTION FIRE MONITORING 51 FIRE TESTING AND INSPECTION 0 WATER FLOW VALVE SUPERVISION 13 UL FIRE RUNNER CONTRACT# 7049 This Monitoring and Services Agreement is entered into on May 6 20 14 w,by and between City of Redlands- Corporate Yard-Server BuildingCalifornia corporation("we,""us,""out"). ("you,""your"),and Pacific Alarm Service,a Cali YOUR INFORMATION YOU/Contact Person:_Citi of Redlands-Corporate Yard-Server Building Premises Address: 1270 W. Park Redlands,Ca. Billing Address: —Accounj;S��Pa qble/ PC)Rox3005i Redlands CA 92373 Phone:— 909-798-7655 Cell Phone: 909-798-7655 Email: rcross@cityofrediands.org 1. Term. The original term of this Agreement is three years,and the Agreement automatically renews for successive one- year periods unless either party notifies the other in writing of its intent to terminate no less than 60 days before the expiration of the original or renewal period, 2. Monitoring Services; Communicator; Programming;Verification. 2.1 Monitoring. You chose the monitoring service,and agree that the service meets your needs. Additional,different,or higher levels of protection and service were discussed with you and are available from us at an additional cost.The signals or images,if any, from the security system or the signals from the fire system at the Premises("System")are monitored at our monitoring center or an independent monitoring center("Monitoring Center")that we select. If the System is removed for any reason,we are not obligated to restore the Premises to its original condition or to redecorate the Premises. Upon connection or activation of your security alarm system,we will thoroughly instruct you in the proper use of the System. 2.2. Communicator. We will install,cause to be installed,or program,whether in person or remotely,a communicator at your Premises to transmit System signals or images, if any,from your System to our Monitoring Center. All long-range radios, transceivers,and cellular or other communicators,and our yard signs and window stickers remain our property at all times and may be removed by its. When this Agreement expires or is terminated,you will immediately allow us to remove or deactivate, whether remotely or otherwise,the communicator. Until the communicator is deprogrammed,you are responsible for monitoring fees. 2.3 Program; Visual. We may program the System remotely,and you will allow us access to do so. If your law- enforcement or fire department requires or later requires visual or other verification procedures of an emergency before responding to a System signal,you must comply with the requirement and subscribe for that service if provided by its. We may charge an additional fee for that service. 0 If you are using a traditional phone line or an internet-based transmission to our Monitoring Center,you thoroughly discussed with us the availability of cellular or radio back-up transmission of alarm signals from the System to the Monitoring Center,and that these services are available at an additional cost.You do not want back-up transmission of alarm signals and understand that,if your transmission service is interrupted or disconnected,no signal will be sent to the Monitoring Center, and emergency personnel will not be called. Your Initials 3. Services and Payment. 3.1 Services. We will provide the following services and you will pay us as follows: 13 Monthly Monitoring of System as Part of Service IW Monthly Monitoring of Subscriber owned alarm system Fire Monitoring Services: Iii Fire Monthly Basic Monitoring Services: 0 Fire Monitoring with UL Runner Services: 13 Fire Monitoring with UL Certificate annual/mo: 13 Additional Fire Alarm Panel at Same Premises: Intrusion Monitoring Services: C3 Monthly Monitoring Services—Basic C3 Monthly Monitoring Services— with open/closing with supervision and notification by Monitoring Center: 13 Monthly Monitoring Services—with open/closings E-mailed Weekly to You: (E-mail Address: Monitoring and Services Agreement—Please read all pages! Page 1 of 6 CL 02/14 Your initials Additional Services per Month: 0 Cellular Transmission of Signals: 0 Radio Transmission of Signals: 13 Other Service: Other Services: 0 Fire Inspection and Testing per attached Scope of Work, incl. which is a part of this Agreement- $ TOTAL AMOUNT FOR ORIGINAL TERM: $ $58.50 Payment Options:MMonthly–$ 576650 0 Quarterly–$_ 13 Semi-Annually–$_ 13 Annually–$_(paid in same month as above) 3.2 Payment. You must pay the prorated fees for the month in which monitoring services begin.Payments are payable in advance,on the first day of the month, commencing on the date set forth above. Your payments shown above do not include any applicable tax. If any taxes are due,you must pay the tax in addition to your monthly payments. No finance charge or cost of credit is associated with this Agreement. ACCEPTANCE The prices,specifications,and conditions in this Agreement are satisfactory.You understand,approve,and accept this Agreement,in particular Paragraphs 11, 16,and 22,which set forth our maximum liability if there is any loss or damage to you or any third party.You understand that you may obtain a higher liability limit by paying an additional charge.You received a completed copy of this Agreement and,if you are a residential customer,two copies of the Notice of Right to Cancel. You were advised that there are additional,different,or higher levels of protection and service available.The services provided are based upon your specific request,approval,and cost considerations,for which you must hold us harmless. [language must be in 10-point bold] For our residential customers only–You,the buyer,may cancel this transaction at any time before midnight of the third business day after the date of this transaction.See the attached Notice of Right to Cancel form for an explanation of this right. 0 FAMILIARIZATION PERIOD REJECTED WARNING: Various System components or products may contain lead or other chemicals known to the State of California to cause cancer,birth defects,or other reproductive harm. YOU PACIFIC ALARM SERVICE Dated:4A -1 W-Pe Dated: Print Your Name/Title Aut orized Company Representative 13 Corporation E3 LLC 1-3 Paership 13 Sole Owner Salesperson Name and No.: Your Signature: ee important terms on other pages" ATTEST: "', I—, —Sam Irwin, City Clerk Unless we either(1,. pprove it in writing by an authorized company representative,or(2)begin services,this Agreement is not binding upon us.If we do not approve the Agreement,our sole liability is to refund the amount paid to us when you signed the Agreement. Not receiving a copy signed by us does not make this Agreement unenforceable. 4. Fire Inspection and Testing. 4.1 Test and Report. You must inspect and test your fire System according to the applicable code and the frequency s 'fl prel ied. II fyou selected fire testing and inspection,we will test and inspect your System according to the applicable code, regulation,or guideline of the authority having jurisdiction of your Premises. We will record and update normal and abnormal conditions or characteristics for the System or the portion of the System being tested or inspected,including panels and other System devices or components as required. We will provide you with our written report and all other required materials within five business days of the test or inspection. Deficiencies will be provided within one business day or discussed during the inspection. Procedures performed,as well as any defects or deficiencies discovered and our recommendations,will be noted in our written report.We will return all paperwork or plans provided to us by you upon the completion of the tests or inspections or with the delivery of our written report. 4.2 Access. You will permit us to enter the Premises to service, inspect,or test the System and will provide uninterrupted access. While we are on the Premises,you will provide continuous electrical service. 4.3 Cancellation. You will provide us a minimum of 24-hours notice of cancellation of a scheduled inspection or testing. You will pay us a cancellation fee of$100 per scheduled inspection for cancellations not received on a timely basis. S. Disclaimer of Warranties; Liability; Consequential Damages. Our obligation to provide the System or any other services arises solely out of this Agreement and not through any other means.We do not represent or warrant that the Monitoring and Services Agreement—Please read all pages! Page 2 of 6 CL 02/14 1k Your Initials System or service may not be compromised or by-passed;will detect or prevent all burglaries,hold-ups,personal emergencies,fires,smoke or water damage,or otherwise;or that it will in all cases provide the protection for which it was installed or intended.We or our agents or employees made no representations or warranties,express or implied,as to any matter whatsoever,including without limitation,the condition of the equipment,its merchantability,its fitness for any particular purpose,or noninfringement or title.You did not rely on any representation or warranty,express or implied. Any information provided or promise does not create an express warranty,and will be considered expressions of personal opinion only. If we were to have any liability greater than that agreed to by you in Paragraphs 11,16,and 22 of this Agreement,we could not and would not provide the System or services,and we could not provide the System or services at the rates contained here.The warranty provided in this Agreement gives you specific legal rights,and you may have other rights that vary from state-to-state.We are not liable for special,consequential,or incidental damages.Some states do not allow the exclusion or the limitation of consequential or incidental damages,so the above limitations or exclusions may not apply to you. 6. Response to Signals. 6.1 Intrusion Signals. If we receive an intrusion signal,we will,without warranty,make reasonable efforts to reach you or someone at the Premises who is on your Call List(see Paragraph 14)and can verify whether an alarm is false. If we are unable to reach you or someone at the Premises,a second call attempt will be made to the next person on your Call List. Unless directed otherwise in writing by you,if we are unable to reach the first two people on your Call List or if we in our sole discretion question a response we have received,we will,without warranty,notify emergency personnel. 6.2 Holdup or Panic. If we receive a hold up,duress,or panic signal,we will,without warranty,call emergency personnel,and if requested in writing by you,notify you or your designated representative shown on your Call List. 6.3 Video or Images. If we receive video or images,if available,from your System,and we reasonably believe that the images(to not indicate an emergency condition,we will,without warranty,make reasonable efforts to call you or someone at the Premises who is on your Call List and can verify whether an alarm is false. If we are unable to reach you or someone at the Premises,a second call attempt will be made to the next person on your Call List but we will not notify emergency personnel.If we reasonably believe that the images do indicate an emergency condition,we will,without warranty,call emergency personnel, and if requested in writing by you,call you or the designated person on your Call List. 6.4 Medical Emergency Signals. If we receive a medical emergency signal,we will,without warranty,make reasonable efforts to reach you or someone at the Premises who is on your Call List and can verify whether an emergency exists. If we are unable to reach you or someone at the Premises,a second call attempt will be made to the next person oil your Call List, Unless directed otherwise in writing by you, if we are unable to reach you or the next person on your Call List,we will,without warranty, notify emergency personnel. 'Two-way voice communication is not provided and,if you push the medical button on your alarm keypad,you will need a telephone to talk with someone. The alarm siren will not sound when the medical button is activated. 6.5 Fire Signals;Carbon Monoxide Signals. If we receive a fire alarm signal from commercial premises,we will, without warranty,notify emergency personnel and notify you or your designated representative by calling the specified telephone numberts)on your Call List.Trouble or supervisory signals from your fire System are sent to your designated representative in the manner directed. If we receive a fire alarm signal from residential premises,we will,without warranty,make reasonable efforts to reach you or someone at the Premises who is on your Call List and can verify whether an alarm is false. If we are unable to reach you or the next person oil your Call List,we will,without warranty,notify emergency personnel. 6.6 Forced Entry.You understand that emergency personnel may forcibly enter the Premises when they are told that we received a fire,medical emergency,or carbon monoxide signal from your Premises.You consent to this.You understand that damage to your property may occur and that you are responsible for all costs related to that damage. 6,7 Water Detection. If we receive a water detection signal,we will,without warranty,make reasonable efforts to call you or someone at the Premises who is on your Call List and can verify whether a condition exists. If we are unable to reach you or someone at the Premises,a second call attempt will be made to the next person on your Call List but we will not notify emergency personnel.The alarm siren will not sound when a water detection signal is activated. 6.8 Interactive Services;Two-Way Voice. If you selected interactive services,you may receive customized email and text message alerts about System signals on your computer,tablet,smart phone,or other mobile device as well. Certain wireless or interactive services require a compatible computer,tablet,cell phone,or other device with internet and email access.Not all devices will work with these services and you must provide your own devices at your sole expense.You understand that we have no control over these devices,or your internet or email access.Cellular data providers may charge additional fees for accessing the System on wireless devices.These charges are your sole responsibility. If you selected emergency two-way voice service,there is a risk that the connection may be interrupted or unable to connect,that the call may be dropped,and that the sound quality coming through the System may be distorted or impossible to understand or hear. 6u9 Permits;Consent. Certain law-enforcement or emergency agencies will not respond to an alarm signal unless you have a valid alarm user permit,which you must keep current and renewed as required.See Paragraphs 13.7 and 13.8 for more information regarding alarm permits. If required to do so by any governmental authority or insurance interest,we may discontinue any particular form of response.You consent to the recording of all telephone calls with the Monitoring Center. 7. Familiarization Period. Except where required by law,unless you reject the familiarization period by initialing the checkbox above your signature,during a seven-day period(or any period required by law)following completion of installation and connection to the Monitoring Center(and during any applicable extensions),we have no obligation to,and will not,respond to any security alarm signal from your Premises that is received by our Monitoring Center. Even if an actual emergency occurs during this period,we have no obligation to,and will not,notify emergency personnel,you,or your designated representative,or take any other action with regard to a signal we receive. 8. Alarm Signal Transmission Methods. 8.1 Telephone Lines. You must pay all charges made by the telephone company or other utilities for installation or activation of service connections,telephone jacks, leasing,and service charges of telephone lines connecting your Premises to our Monitoring Center. All charges for the installation and continuity of telephone service connections for the System are your sole responsibility. Activation of the System will interrupt and disconnect any telephone call in progress.You will be unable to use that line for 911 or any other emergency service.For these reasons,we recommend a dedicated telephone line for your System. If your telephone service is out of order,disconnected,placed on vacation,or otherwise interrupted,signals from your System will not be received by our Monitoring Center during any interruption in telephone service.Interruptions will not be known to our Monitoring Center or us,and emergency personnel will not be called.You must pay us for any costs incurred to reprogram the digital communicator to conform to telephone company-initiated changes in dialing procedures or area codes.Costs are based on our then current standard service call charge. We recommend two dedicated telephone lines for your fire System. 8.2 Cellular or Radio Transmission. If cellular or radio service is used is your primary or secondary transmission method,the System's communicator is connected to a cellular or radio network. The use of radio frequencies is controlled by the Federal Communications Commission("FCC"),and changes in FCC rules,regulations,and policies may necessitate discontinuing Monitoring and Services Agreement—Please read all pages! Page 3 of 6 CL 02/14 )Fh Your Initials transmissions. You must pay all monthly service charges connecting your Premises to our Monitoring Center. Radio or cellular transmissions are subject to environmental conditions,including power failures and electrical storms,that are totally beyond our control. 8.3 Internet Transmission. Using DSL,BPL,Voice over Internet Protocol("VoIP"),or other Internet-based service may interfere with the signals sent by the System to the Monitoring Center.Signal transmission using these services can be sporadic.These services will not work without electrical power,and may interfere with your ability to call 911 or interfere with the telephone line-seizure feature of the System.To make sure that the System is operational and properly transmitting signals,you must immediately test your System after installation of any of these services.Cellular or radio back-up is highly recommended if internet services are used. 9. False Alarms. If you cause an excessive number of false alarms through carelessness,or malicious or accidental use of the Systern,or if you in any manner misuse or,those the System,your conduct is a material breach of contract. After giving you ten-days written notice,we may at our option,in addition to all other legal remedies,terminate this Agreement. You are solely responsible for all false alarm fines,penalties,or fees,including charges from a private guard service,if any, whether assessed against you or us. 10. Service or Repair Services. 10.1 Call. Call us at the number above to request service or repair. 10.2 Repair; Hours. Service or repair is provided on a time-and-materials basis at our then current rates for palls and labor, a one-hour minimum fee,and other service call fees. Service is usually performed as soon as reasonably possible. Service or repair is provided N/londay through Friday,excluding holidays,between the hours of 8:00 a.m.through 5:00 p.m.A responsible adult must be at the Premises at the time of the service call. Emergency service is available at all other times it our then current premium labor rate and set-vice call fees, Payment must be made upon completion of the work. 10.3 Repair or Replace; Remote Access. We may, in our sole discretion,either repair or replace the part,and may substitute new or reconditioned materials of equal quality at the time of replacement.If the repair costs exceed the replacement cost,we may replace the defective equipment with new or reconditioned equipment substantially equivalent to or with comparable features as the existing equipment, if available.The replacement equipment may have a higher or lower selling price than the original equipment you have. We may program,alter,or repair the System remotely,and you will allow us access to do so. 10.4 UL System Service flours;Runner Service. UL System service or repair is provided seven days a week,365 days per year.Runner service is provided within the required response time to investigate or repair the System at our then current regular or premium rates as the case may be. Service performed Monday through Friday,excluding holidays,between the hours of 8:00 a.m.through 5:00 p.m. is charged at our then current regular rates for parts and labor,a one-hour minimum fee,and service call fees. Emergency service is available at all other times at our then current premium labor rate and service call fees, 10.5 Liability. We are not responsible for loss or damage while the System is under repair or is awaiting parts.Any repair, service,replacement,or addition of equipment by us after the initial installation or programming of the System is governed by this Agreement, in particular Paragraphs 11, 16,and 22,which limit our liability. 10.6 Takeover of Other Systems. If we take over or provide service to the System,we are not liable for components or equipment not installed by us. IL Limitation of Liability. 11.1 No Guarantee. We and our divisions or affiliates are not insurers of your real or personal property or data,or the personal safety of anyone on your Premises.This Agreement is not an insurance policy or a substitute for an insurance policy,You must obtain all property,life,health,disability,or business interruption insurance.The payments required are based solely upon the value of the System or service,and not on the value of your real or personal property or data,or the property of others located in or on your Premises.We make no guarantee or warranty,including an implied warranty of merchantability or fitness,that the System or service will prevent or avoid occurrences or the consequences of occurrences that the System or service is designed to detect or avert. It is impractical and extremely difficult to determine in advance (a)the value of your real or personal property or data,or the property of others kept on the Premises,that may be lost, stolen,or damaged if the System or service does not operate properly;(b)the response time of the Monitoring Center, emergency personnel,or guard service,if any; (c)what portion,if any,of a loss,damage,personal injury,or death would be proximately caused by our failure to perform or our active or passive negligence;or(d)whether a camera or access control system would detect or prevent unauthorized intrusions or activities. 11.2 Amount of Liability. If we or our agents or employees are found liable for loss,damage,or injury of any kind whatsoever from our failure to perform any of our obligations under this Agreement,failure of the System,equipment,or service in any manner,breach of warranty,tort,or our active or passive negligence,then our liability is limited to a sum equal to the total annual monitoring fees at the time of the incident or$1,500,whichever is greater.This is not a penalty. This is your only remedy regardless of the legal theory used to find the Monitoring Center or us liable. 11.3 More Protection. You may obtain a higher limitation of liability by paying an additional charge. If you elect this option,a rider will be attached to this Agreement stating the terms,conditions,and amount of the limited liability and the additional charge. Even if a rider is provided to you,we are not your insurer. 12. Interruption,Suspension,or Cancellation of Service. We are not liable for any delay in monitoring or service of the System,for the consequences of delay,or for any interruption of operation because of floods;storms;earthquakes; fire;power failures;strikes;riots;war,declared or undeclared;terrorism;insurrection; interruption or unavailability of telephone, cellular, cable,radio,Internet,or other transmission services;acts of God;or for any other cause beyond our control,regardless of cause or origin. We are not required to provide monitoring or other services to you while any of these causes exist, If services are suspended for these reasons,you must continue to pay under the terms of this Agreement. If the Monitoring Center or your Premises or equipment are destroyed by fire or other catastrophe,are so substantially damaged that it is impractical to continue service,or if the Monitoring Center or we are unable to render service,this Agreement will be suspended without notice, 13. Your Duties as to Use of System; Battery and Device Replacement; Monitoring or System Permits. 13.1 Test. Immediately before securing the Premises,you or others using the System must carefully and properly set the security System. You must properly test the System at least monthly during the term of this Agreement.If the System does not operate properly or if there is a power failure or other interruption at your Premises,you must notify us immediately. 13.2 Batteries. If your System uses wireless battery-operated devices,you must replace the batteries when the System emits a low-battery signal or at least every two years.'Von may also call us.We will replace the batteries at your expense at our then current rates for parts and labor,plus service call fees.If you fail to replace the batteries,or if the batteries are low or dead,the System will not function properly. 13.3 Carbon Monoxide Detectors. If you have carbon monoxide detectors,you must replace them at least every three years. Monitoring and Services Agreement-Please read all pages! Page 4 of 6 CL 02/14 Your Initials 13.4 Changes. You must immediately notify us of any changes to the Premises or to any fixtures,furniture,or equipment. You must immediately notify its of any changes to your telephone service,including the installation of DSL,BPL,Voice over Internet Protocol("Voll"'),or other internet-based telephone service. 13.5 Power. You must provide 24-hour electrical service and electrical outlets for the System, 13.6 Environment. You must provide adequate lighting for any camera or video system,and otherwise provide the proper environment for the System as reasonably requested.You will provide and maintain all storage media for the video system, 13.7 Permits. Monitoring may be subject to permit fees. If required,obtaining and maintaining an alarm permit is your sole responsibility.You are solely responsible for paying for all monitoring,alarm,or system permits,licenses,or fees imposed by authorities having jurisdiction necessary for the use and operation of the System,and all other charges or fees imposed. You are solely responsible for determining whether the city,county,or governmental subdivision in which the Premises are located has or may later have statutes or ordinances requiring that you obtain and maintain a license or permit for the System. 13.8 Notification. Unless you have a valid alarm-user permit or license,which must be kept current and active as required, certain emergency personnel will not respond to an alarm signal. In order to request an emergency response,we must know your permit number. Until you obtain,at your expense,all necessary permits or licenses,and provide us with the license or permit number,we may not be able to notify emergency personnel of an alarm. 13.9 Indemnity. You must defend and indemnify us from any claim made by another alarm company regarding its contract with you. 14. Authorized Call List; Personnel. You will immediately give us a written list of names,relationship,titles,and telephone,cell,and pager numbers of all persons to be notified if there is an alarm and the order in which these pet-sons are to be called("Call Gist").You will also give us and keep current a written list of the names,titles,and phone numbers of all persons authorized to enter or remain on the Premises("Personnel List"), If you are a commercial customer,you must give us a daily and holiday opening and closing schedules and all other information that we may require.All changes to your Call List or Personnel List must be given to us in writing only and become effective only upon our acknowledgment of receipt of the changes. If you choose an interactive set-vice,you are solely responsible for creating and updating your profile on any remote service website, 15. Cbange in Ownership of Premises. Moving from your Premises does not relieve you of your obligations under this Agreement. 16. Assignment; Rights of Subcontractors. We may assign this Agreement to any person or entity without notice to you. Without our prior written consent,you must not assign or transfer this Agreement. We may subcontract any of the work or services to be perforated under this Agreement, including monitoring,without notice to you.This Agreement,especially Paragraphs I I and 22,protects the Monitoring Center or our other subcontractors in the same way that the paragraphs protect us. 17. Default; Interest; Reactivation. 17.1 Default, Any of the following constitute your default under this Agreement: (a)failure to pay any amount provided in this Agreement within ten days after the same is due;(b)failure to communicate or cooperate with us; (c)failure to perform any other obligations under this Agreement within tell days after written request;or(d)you become a debtor in a bankruptcy proceeding. If you default,we may discontinue all services upon ten-days written notice to you,and accelerate and recover all amounts to become due under this Agreement,as well as all other sums to which we are entitled. 17.2 Interest. If any payment due is more than ten days late,you will pay simple interest on each past due payment in the amount of 18%per year calculated oil a 360-day year[periodic rate of 1.5%per month or the maximum amount allowed by law] until the balance is paid in full. You will pay a service charge of$25 for each returned check. 17.3 Reactivation. If we for any reason discontinue service and you desire to reactivate the service,reactivation is subject to a$75 fee and payment of all past due amounts. If the System cannot be reactivated remotely,and a service call is required,you must also pay us our then current regular rates for parts and labor,and service call fees. Ill. Change in Rates. 188 Increase, We may increase the monitoring or service fees at any time after the expiration of the initial term of this Agreement,but not more than once in any 12-month period,and upon giving you written notice 60 days in advance of the effective date of the increase.If you do not want to pay the increased charge,you may cancel the then unexpired term of this Agreement by notifying us in writing 30 days before the effective date of the increase. 18.2 Taxes,Charges,and Fees. We may at any time increase the monitoring or service fees to reflect increases in federal, state,and local taxes, utility charges including telephone company charges,and municipal fees and charges,which are imposed on us and which relate to the services provided under this Agreement. You must pay all increased monitoring fees. 19. Notices. All notices regarding this Agreement mast be in writing and may be served by personal delivery;by a reputable overnight carrier with all delivery charges provided for;or by certified mail,return-receipt requested,and regular mail,with postage prepaid,to the addresses set forth in this Agreement or to any other address provided by one party to the other from time to time in writing. 20. Information and Privacy. 20.1 Recording. We may monitor or electronically record video and audio related to monitored activity at your Premises,as well as conversations with you,emergency personnel in connection with employee training,quality control,and the provision of services. You consent to this. Privacy cannot be guaranteed on telephone,cable,wireless,computer,and other systems. We are not liable to you for any claims or damages that may result from a lack of privacy experienced. 20.2 Consent. You consent to us(a)using information about you and your location to administer services,offer you new products or services,enforce the terms of this Agreement,prevent fraud,and respond to regulatory and legal requirements;(b) providing information, including information contained on your Call List and other personal information,to emergency personnel or our subcontractors or assignees for the purpose of providing services or in response to a subpoena or other legal process;and(c) using and sharing aggregate customer information and statistics that do not include information that identifies you or any individuals personally.We may contact you by telephone,facsimile,e-mail,or other internet services,with respect to the System and services we provide under this Agreement,and new offerings of systems or services we may make available in tile future. 21. Network or Server Vulnerability; Liability.You are solely responsible for the integrity and security of your data, software,devices,computer system,networks, servers,and other equipment. We are not liable for any loss or damage arising out of or relating to any unauthorized or improper access to,or use of your System or data.Your System may be connected to the internet,You understand that we do not operate or control the internet,and that viruses,worms,trojan horses,and other malicious or undesirable data,code,software,or users may attempt to access or damage your data,devices,computers,and networks.We are not liable for such activities. We do not guarantee that the System or service will meet your requirements,that the service will be Monitoring and Services Agreement—Please read all pages! Page 5 of 6 CL 02/14 5�_Your Initials uninterrupted or error-free,or that encryption algorithms,associated keys,and other security measures will be secure or effective. You must notify us immediately if you upgrade your operating system or make any changes to your file mapping,or your System or devices are unable to access the internet or network set-vice. 22. Third Party Indemnification;Subrogation.You must immediately defend and indemnify us against all claims brought by others, including personal injury,tort,negligence,property damage,or death.This provision applies to all claims regardless of cause, including our or the System's performance or failure to perform;defects in products,design, installation,activation,or service;negligence;tort;warranty;contribution;indemnification;or strict products liability. So far as permitted by your liability or property insurance policy,you release us from all claims,whether the claims are made by or through you, including your insurance company or other parties,and must defend and indemnify us from all claims.You must notify your insurance company of these terms. 23. Time to Bring Suit; Venue;Governing Law. Any lawsuit or other legal proceeding arising out of or relating to this Agreement,whether based upon contract,tort,negligence,or otherwise,must be brought no later than one year after the claim arises,This Agreement is made and entered into in Riverside County,California.Any legal proceeding arising out of or relating to this Agreement must be brought in Rivet-side County.California law applies to this Agreement regardless of choice-of-law rules, 24. Entire Agreement. This Agreetrient is the final expression of and sets forth the entire agreement between the parties. No other agreements,representations,or warranties,express or implied,oral or written,have been made by any party to the other with respect to this Agreement.All prior and contemporaneous conversations,negotiations,and warranties are not relied upon and are waived, This Agreement supersedes and replaces all prior oral or written agreements or understandings between the parties. This is an integrated agreement.This Agreement cannot be changed orally,and all changes must be in writing signed by authorized representatives of'both parties. If there is any conflict between this Agreement and your purchase order or other document delivered to us,this Agreement governs whether the purchase order or document is delivered before or after this Agreement is hilly signed, 25. Enforceability;Waiver. If any part of this Agreement is void,the remaining portions of the Agreement remain enforceable.No waiver of'a breach of any term or condition of this Agreement is a waiver of any succeeding breach, 26. Interpretation; Construction. The captions are for convenience of reference only and have no force in the interpretation or construction of this Agreement, The neuter includes the masculine or feminine gender,and the singular includes the plural wherever the context requires.Each term ofthis Agreement is a condition to be fully performed. The rule of construction that ambiguities are resolved against the drafting party does not apply in interpreting this Agreement. 27. Authorized Signatories; Duplicate. The individuals executing this Agreement are authorized signatories and have the full power to enter into this Agreement,and make the representations and warranties set forth here. Delivery of the executed Agreement by facsimile or other electronic means is as binding as delivery of art originally-executed Agreement,This Agreement and all documents arising out of or relating to this Agreement may be stored or reproduced by electronic or mechanical means, An electronic version of this Agreement is legally equivalent to the original for all purposes, including litigation. 28. State Licenses. Alarm Company Operators are licensed and regulated by the Bureau of Security 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 complaint regarding a patent act or omission is filed within four 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 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. Monitoring and Services Agreement—Please read all pages! Page 6 of 6 CL 02/14 14L Your Initials ACO 99 PACIFIC ALARM SERVICE C10/C28 C16 606732 521 Wellwood Avenue Beaumont,California 92223 Voice:(951)845-1666 • Fax:(951)769-1230 www.pacificalarm.com COMMERCIAL SECURITY AND FIRE INSTALLATION AND SERVICES AGREEMENT Check all that apply: W NEW SYSTEM INSTALLATION ❑ EXISTING SYSTEM ❑ PURCHASE ❑ SYSTEM AS PART OF SERVICE lil HARD WIRE ❑WIRELESS ❑CELLULAR ❑RADIO W INTRUSION ❑ HOLD UP OR DURESS ❑CAMERAS OR VIDEO ❑ACCESS CONTROL ❑STRUCTURED CABLING ❑FIRE ❑WATER DETECTION ❑CARBON MONOXIDE ❑INTERACTIVE DEVICES CONTRACT#7050 `rhis Commercial Security and Fire Installation and Services Agreement is entered into oil May Ci 20 14 ,by and between City of Redlands-Carriage House ............... ("You,""your")and Pacific Alarm Service,a California corporation("we.....us,""our"). YOUR INFORMATION You/Contact Person: City of Redlands-Carriage House Premises Address: 1352 Prospect Rd, Redlands, CA Billing Address: Cit of Redlands/Attn: Accounts Payable/ PO Box 3005 Redlands, CA 92373 Phone: 909-798-7655 Cell Phone: 909-798-7655 Email: rcross@cit yofre ![qn4am Owner Name and Address(if different from above):_ City of Redlands 1, Installation. We will install,or cause to be installed,the equipment described in the Scope of Work("System")at your premises identified above("Premises"). If you did not purchase the System,the System, including the wiring and materials,is provided only as part of'our services. You chose the System or service.Additional,different,or higher levels of protection and service were discussed with you and are available from us at an additional cost. Receiving equipment at our offices so that System installation may begin or starting the installation of wiring at the Premises constitutes substantial commencement of the work to be performed under this Agreement, Upon completion of a lire System installation,we will provide you with all documents required by the authority having jurisdiction and applicable law,unless otherwise indicated below.Upon completion of a security System installation,we will thoroughly instruct you oil the proper use of the System. 2. Scope of Work; Proposal. Our scope of work is set forth in our Proposal No. and dated---,-------,-.,and is attached here,The Proposal is part of this Agreement. If you want the System to be monitored,you must sign our separate Monitoring and Services Agreement. 13 You thoroughly discussed the monitoring services available from us.You do not want the System or its signals to be monitored. If there is an alarm,you understand that no signal will be sent to a monitoring center,and that emergency personnel will not be called. Your Initials 3. Term. 'file original term of this Agreement is three years,and the Agreement automatically renews for successive one-year periods unless either party notifies the other in writing of its intent to terminate no less than 60 days before the expiration of the original or renewal period. 4. Payments;Terms. 4.1 System as Part of Service Payments. Installation Charge:$ 425.00 Monthly Service Charge:$ 41.50 Payment Options:❑ Monthly$_ ❑ Quarterly:$_ ❑ Semi-Annually:$_ ❑ Annually:$_(paid in same month as above) 41 Purchase Payments. Down Payment:$ Payment due on Completion of Rough Wiring:$ Payment upon Completion of Our Work:$ Other:$ Total Purchase Price:$ 4.3 Payment Terms. You must pay us,our agents,or assigns the total price for all installation, labor,services,equipment,or materials to be installed or provided under this Agreement. If we provided the System as part of our service,you must pay the prorated fees for the month in which services begin. Payments are payable in advance,on the first day of the month,commencing on the date set forth above.Your payments shown above do not include any applicable tax. If any taxes are due,you must pay the tax in addition to your monthly payments. Our work does not include electrical work or asbestos abatement.You must not hold back or delay payment because of inclement or lack of suitable weather,while waiting for official building inspections,or for any other reason whatsoever. No finance charge or cost of credit is associated with this Agreement. S. Disclaimer of Warranties; Liability;Consequential Damages. Our obligation to provide the System or any other services arises solely out of this Agreement and not through any other means.We do not represent or warrant that the System or service may not be compromised or by-passed;will detect or prevent all burglaries,hold-ups,personal emergencies,fires,smoke or water damage,or otherwise;or that it will in all cases provide the protection for which it was installed or intended.We or our agents or employees made no representations or warranties,express or implied,as to any matter whatsoever,including without limitation, the condition of the equipment,its merchantability,its fitness for any particular purpose,or noninfringement or title.You did not rely on any representation or warranty,express or implied.Any information provided or promise does not create an express warranty,and will be considered expressions of personal opinion only. If we were to have any liability greater than that agreed to by you in Paragraphs 10,20,and 24 of this Agreement,we could not and would not provide the System or services,and we could Commercial Security and Fire Installation and Services Agreement-Please read all pages! Page 1 of 4 CL 02/2014 Your Initials not provide the System or services at the rates contained here.The warranty provided in this Agreement gives you specific legal rights,and you may have other rights that vary from state-to-state.We are not liable for special,consequential,or incidental damages.Some states do not allow the exclusion or the limitation of consequential or incidental damages,so the above limitations or exclusions may not apply to you. 6. Access and Preparation. You will allow us to enter the Premises to install the System and will provide uninterrupted access. You accepted our Proposal and in doing so,approved the locations where the System devices will be placed. We will try to conceal all wires,but the existing structure or other obstructions may require some of the wires to be visible.You authorize us to make any preparation such as drilling holes,driving nails,making attachments,or doing other things necessary for installation or service of the System. 7. Hazards. Before installation begins,you must inform us where not to drill or expose because of pipes,wires,equipment,or hazardous materials.Unless so informed,we will decide where to drill holes and install equipment. We will use reasonable care to avoid concealed items,but have no way to determine with certainty if any exist.All costs to repair or replace pipes,wires,equipment, walls, ceilings,floors,or furnishings are your sole responsibility. We are not liable for property damage,personal injury,illness,or other loss due to water intrusion, including without limitation,mold or rot. If asbestos or other hazardous materials are found during installation, we will stop all work until you,at your sole expense,obtain clearance from a licensed asbestos or hazardous waste removal contractor that no danger exists. We are not liable for the discovery of or exposure to asbestos or other hazardous materials. 8. Audible Alarm Shut Off. If your security System has an audible alarm,we will install a device that automatically shuts offthe audible alarm after it has sounded for not more than ten minutes after the first activation.No automatic shut-off for fire Systems is allowed, 91 Acceptance of Installation. After the System is installed,we will inspect the System together, Any error or emission in the design,construction,or installation of the System must be brought to our attention in writing within 15 days after completion of installation, The installation is totally satisfactory to and accepted by you upon the expiration of 15 days. ACCEPTANCE The prices,specifications,and conditions in this Agreement are satisfactory.You understand,approve,and accept this Agreement,in particular Paragraphs 10,20,and 24,which set forth our maximum liability if there is any loss or damage to you or any third party.You may obtain a higher liability limit by paying an additional charge.You were advised that there are additional,different,or higher levels of protection and service available.The System provided is based upon your specific request,approval,and cost considerations,for which you must hold us harmless.[This language must be in 10-point bold] WARNING: Various System components or products may contain lead or other chemicals known to the State of California to cause cancer,birth defects,or other reproductive harm. YOU 'C ALARM SERVICE Dated. Dated P ;h.ried I Print Your Name/Title five 13 Corporation 0 LLC 0 Part I rship 13 Sole Owner Salesperson Name and No.: Your Signature: po ant terms on other pages" ATTEST: City Clerk, Sam Irwin Unless we ert er ove it in writing by an authorized company representative,or(2)begin installation,this Agreement is not binding upon us.If we do not approve the Agreement,our sole liability is to refund the amount paid to us when you signed the Agreement. Not receiving a copy signed by us does not make this Agreement unenforceable. 10. Limitation of Liability. 10.1 No Guarantee, We and our divisions or affiliates are not insurers of your real or personal property,data,or the personal safety of anyone on your Premises.You must obtain all property,life,health,disability,or business interruption insurance.The payments required are based solely upon the value of the System or service,and not on the value of your real or personal property or data,or the property of others located in or on your Premises.We make no guarantee or warranty,including an implied warranty of merchantability or fitness,that the System or services will prevent or avoid occurrences or the consequences of occurrences,that the System or services is designed to detect or avert.It is impractical and extremely difficult to determine in advance(a)the value of your real or personal property or data,or the property of others kept on the Premises,that may be lost, stolen,or damaged if the System or service does not operate properly;(b)the response time of the Monitoring Center, emergency personnel,or guard service,if any; (c)what portion,if any,of a loss,damage,personal injury,or death would be proximately caused by our failure to perform or our active or passive negligence;or(d)whether a camera or access control system would detect or prevent unauthorized intrusions or activities. 10.2 Amount of Liability. If we or our agents or employees are found liable for loss,damage,or injurv,of any kind whatsoever from our failure to perform any of our obligations under this Agreement;failure of the System,equipment,or service in any manner;breach of warranty;tort;or our active or passive negligence,then our liability is limited to a sum equal to the total of six monthly payments at the time of the incident,or$2,000,whichever is less.This is not a penalty.This is your only remedy regardless of the legal theory used to find us liable. 10.3 More Protection. You may obtain a higher limitation of liability by paying an additional charge. If you elect this option,a rider will be attached to this Agreement stating the terms,conditions,and amount of the limited liability and the additional charge, Fven if a rider is provided to you,we are not an insurer. it. Set-vice and Repair. 11.1 Call. Call us at the number above to request service or repair. 11.2 Limited Warranty.If you purchased the System and if it does not operate properly,we will,upon your request,make all repairs and replace parts without cost to you for a period of one year from the date the System installation is complete. Our service and repair includes all parts and labor for repairs necessitated by ordinary wear and tear, excluding equipment not installed by us,batteries, security screens,hard drives,storage media,access control cards,or other disposable items. You must pay for those items at our then current rates for parts and labor,a one-hour minimum fee,and service call fees, 11.3 After-Warranty Service. If you purchased the System,after-warranty service is provided as you request on a time- and-materials basis at our then current rates for parts and labor,a one-hour minimum fee,and service call fees, Payment must be made upon completion of the work. 11.4 Service and Repair. If we provided the System as part of our service and the System does not operate properly,we will,upon your request,make all repairs and replace parts without cost to you while this Agreement is in effect. Our service and repair includes all parts and labor for repairs necessitated by ordinary wear and tear, excluding equipment not installed by us, batteries, security screens,hard drives,storage media,access control cards,or other disposable items.Service and repair does not cover any Cornmercial Security and Fire Installation and Services Agreement-Please read all pages! Page 2 of 4 CL 02/2014 Your Initials malfunction or damage caused by accident,misuse,acts of God,birds,rodents,or other animals,or installation or programming by anyone other than us.You must pay for excluded work or items at our then current rates for parts and labor, a one-hour minimum fee,and other service call fees. Payment must be made upon completion of the work. If anyone other than an authorized company representative attempts the repair,service,programming,or modification of any portion of the System, this Agreement is terminated immediately and we may iturnediately remove the System. 11.5 Repair or Replace; Remote Access,We may,in our sole discretion,either repair or replace the part,and may substitute new or reconditioned materials of equal quality at the time of replacement.If the repair costs exceed the replacement cost, we may replace the detective equipment with new or reconditioned equipment substantially equivalent to or with comparable features as the existing equipment, if available. The replacement equipment may have a higher or lower selling price than the original equipment you have. We may program,alter,or repair the System remotely,and you will allow us access to do so. 11.6 Hours.Service and repairs are usually performed as soon as reasonably possible. Service is provided between the hours of 9:00 a.m.and 5:00 p.m.,Monday through Friday,excluding holidays. Emergency service is available at all other times at our then current premium labor rate.We prefer that a responsible adult be at the Premises at the time of the service call. 11,7 Liability. We are not responsible for loss or damage while the System is tinder repair or is awaiting parts.Any repair, service,replacement,or addition of equipment by us after the initial installation or programming of the System is governed by this Agreement, in particular Paragraphs 10,20,and 24,which limit our liability, 11.8 Takeover of Other Systems.If we take over or provide service to the System,we are not liable for components or equipment not installed by us. 12, Your Duties as to Use of System; Battery and Device Replacement; Monitoring or System Permits. 12.1 Test. Immediately before securing the Premises,you or others using the security System must carefully and properly set the System, You must properly test the security System at least monthly during the term of this Agreement. If the System does not operate properly or if there is a power failure or other interruption at your Premises,you must notify us immediately. 12.2 Batteries. If your System uses wireless battery-operated devices,you must replace the batteries when the System emits a low-battery signal or at least every two years.You may also call us.We will replace the batteries at your expense at our then current rates for parts and labor,and service call fees.If you fail to replace the batteries,or if the batteries are low or dead,the System will not function properly. 12.3 Carbon Monoxide Detectors. If you have carbon monoxide detectors,you must replace them at least every three years. 12.4 Interactive Services. Certain wireless or interactive services require a compatible computer,tablet,cell phone,or other device with internet and email access. Not all devices will work with these services and you must provide your own devices at your sole expense. Cellular data providers may charge additional fees for accessing the System on wireless devices.These charges are your sole responsibility, 12.5 Changes. You must immediately notify us of any changes to the Premises or to any fixtures,furniture,or equipment. You must immediately notify us of any changes to your telephone service,including the installation of DSL,BPL,Voice over Internet Protocol("VoIP"),or other internet-based telephone service. 12.6 Power. You must provide 24-hour electrical service and electrical outlets for the System. 12.7 Environment. You must provide adequate lighting for any camera or video system,and otherwise provide the proper environment for the System as reasonably requested.You will provide and maintain all storage media for the video system. 12.8 Permits. If required,obtaining and maintaining an alarm permit is your sole responsibility. You are solely responsible for paying for all alarm or system permits,licenses,or fees imposed by authorities having jurisdiction necessary for the use and operation ofthe System,and all other charges or fees imposed. You are solely responsible for determining whether the city,county,or governmental subdivision in which the Premises are located has or may later have statutes or ordinances requiring that you obtain and maintain a license or permit for the System. 12.9 Indemnity. You must defend and indemnify us from any claim made by another alarm company regarding its contract with you, 13. Change in Ownership of Premises. If you did not purchase the System,moving from your Premises does not relieve you of your obligations tinder this Agreement, 14. Your Plans and Specifications; Your Purchase Order. If the System is installed or replaced according to your plans and specifications,you must pay for all costs incurred for any work necessitated by errors in the plans provided. If there is any conflict between this Agreement and your purchase order or other document delivered to us,this Agreement governs whether the purchase order or document is delivered before or after this Agreement is fully signed. 15. Network or Server Vulnerability; Liability, You are solely responsible for the integrity and security of your data,software, devices,computer system,networks,servers,and other equipment.We are not liable for any loss or damage arising out of or relating to any unauthorized or improper access to,or use of your System or data.Your System may be connected to the internet.You understand that we do not operate or control the internet,and that viruses,worms,trojan horses,and other malicious or undesirable data,code,software,or users may attempt to access or damage your data,devices,computers,and networks. We are not liable for such activities.We do not guarantee that the System or service will meet your requirements,that the service will be uninterrupted or error-free,or that encryption algorithms,associated keys,and other security measures will be secure or effective. You must notify us immediately if you upgrade your operating system or make any changes to your file mapping,or your System or devices are unable to access the internet or network service. 16. Authorities Having Jurisdiction. You are solely responsible for all costs necessitated by changes in the regulations or standards of any authority having jurisdiction, including the interpretation of the regulations and standards. You will promptly pay us for the cost of any changes to the Scope of Work under this Agreement that may be requested by the owner of the Premises if you are not the owner,or any authorities having jurisdiction, including building and safety departments, State Fire Marshall, local fire or electrical departments, insurance companies,homeowners associations,or any other federal,state,or local agency. 17. Purchased Systems Title; Risk of Loss; Removal of System. Until you have paid us in full,we hold title to and have a security interest in the Systern. If you fail to pay for the System or our work in full,you Must allow us to enter the Premises and remove all or any portion of the System and recover all damages to which we are entitled.Removal of the System is without prejudice to the collection of all sums due under this Agreement. After installation begins,you bear the entire risk of loss for the equipment or components,If the System is removed for any reason,we are not obligated to restore the Premises to its original condition or to redecorate the Premises. 18. Title to Systems Not Purchased;Security Interest; Risk of Loss;Removal of System. 18.1 Title; Security Interest. You understand that we are providing the System as part of our service,and that we hold title to the System,all components,yard signs,and window stickers at all times and that they may be removed by us.When the installation is complete,you will hold title to the wire,cable,and conduit only.You must not damage, lien,encumber, or dispose of any part of the System or permit the System to be damaged,encumbered,removed,tampered with,or repaired by anyone other than Lis.Installation of the System does not create a fixture to your Premises.By this Agreement,you grant us a security interest in the System and,if we need to Commercial Security and Fire Installation and Services Agreement—Please read all pages! Page 3 of 4 CL 02/2014 Your Initials perfect the interest,you will comply with all reasonable requests.If you do not own the Premises,you must obtain the written consent of the owner for the installation,removal,or abandonment of the System. 18.2 Risk of Loss;Insurance. Once installation begins,you bear the entire risk of loss for the System.You must maintain all risk insurance for damage to or loss of the System and all its components at your expense,and must name us as a loss payee on all insurance policies.If the System or any part of it is damaged or lost,you must pay us the reasonable value of the System or the cost of'repair,which we will decide in our reasonable discretion. 18.3 Removal of System. When this Agreement expires or is terminated,or if you default,you must allow its immediately to enter the Premises and remove or deactivate all or any part of the System.You must return the System to us in good condition,except for reasonable wear and tear. We are not required to remove all or any part of the System, and we may elect to disable or abandon all or any pail of the System,Removing,disabling,or abandoning the System is without prejudice to the collection of all sums due tinder this Agreement or any extensions or renewals thereof Ifthe System is removed for any reason,we are not obligated to restore the Premises to its original condition or to redecorate the Premises. 19. Delay in Installation; Interruption of Service. We are not liable for any delay in the installation or service of the System,for the consequences of delay,or for any interruption of operation because of floods;storms;earthquakes;fire; power failures;strikes;riots-,war, declared or undeclared;terrorism; insurrection; interruption or unavailability of telephone,cellular,cable,radio,Internet,or other transmission services;acts of God;or for any other cause beyond our control,regardless of cause or origin. If installation or service is suspended for these reasons,you must continue to pay tinder the terms of this Agreement. We are not required to provide installation, repair,or any other services to you while any of these causes exist, 20. Assignment; Rights of Subcontractors. We may assign this Agreement to any person or entity without notice to you. Without our prior written consent,you must not assign or transfer this Agreement. We may subcontract any of the work to be performed tinder this Agreement without notice to you. This Agreement,especially Paragraphs 10 and 24,protects our subcontractors or other service providers in the same way that the paragraphs protect us. 21. Default; Interest. 21.1 Default. Any of the following constitute your default under this Agreement: (a)failure to pay any amount provided in this Agreement within 30 days after the same is due;(b)failure to communicate or cooperate with us;(c)failure to perform any other obligations under this Agreement within ten days after written request;or(d)you become a debtor in a bankruptcy proceeding. If you default,we may discontinue all work or services upon ten-days written notice to you,and accelerate and recover all amounts to become due under this Agreement,as well as all other sums to which we are entitled. 21.2 Interest. If any payment due is more than ten days late,you will pay simple interest on each past due payment in the amount of 18%per year calculated on a 360-day year[periodic rate of 1.5%per month or the maximum amount allowed by law] until tile balance is paid in full. You will pay a service charge of$25 for each returned check. 22. Notices. All notices regarding this Agreement must be in writing and may be served by personal delivery; reputable overnight courier with delivery charges provided for;or certified mail,return-receipt requested and regular mail,with postage prepaid,to the addresses set forth in this Agreement or to any other address provided by one party to the other from time to time in writing, 23. Information and Privacy; Consent. Privacy cannot be guaranteed on telephone,cable,wireless,computer,and other systems. We are not liable to you for any claims or damages that may result from a lack of privacy experienced. You consent to us(a)using information about your location or you to administer services,offer you new products or services,enforce the terms of this Agreement, prevent fraud,and respond to regulatory and legal requirements;(b)providing information about you or your Premises, including personal information about individuals employed by you or who visit your Premises to emergency personnel or our subcontractors or assignees for the purpose of'providing services or in response to a subpoena or other legal process;and(c)rising and sharing aggregate customer information and statistics that do not include information that identifies you or any individuals specifically, We may contact you by telephone,facsimile,e-mail,or other internet services,with respect to the System and services we provide under this Agreement, and new offerings ot'systenis or services we may make available in the future. 24. Third Party Indemnification;Subrogation. You must immediately defend and indemnify us against all claims brought by others, including personal injury,tort,negligence,property damage,or death,This provision applies to all claims regardless of cause, including our or the System's performance or failure to perform,defects in products,design, installation,activation,or service; negligence', tort;warranty;contribution; indemnification;or strict products liability.So far as permitted by Your liability or property insurance policy, you release us from all claims,whether the claims are made by or through you,including your insurance company or other parties,and must defend and indemnify us from all claims.You must notify your insurance company of these terms. 25. Time to Bring Suit; Venue; Governing Law. Any lawsuit or other legal proceeding arising out of or relating to this Agreement, whether based upon contract,tort,negligence,or otherwise, must be brought no later than one year after the claim arises, This Agreement is made and entered into in Riverside County,California. Any legal proceeding arising out of or relating to this Agreement must be brought in Riverside County, California law applies to this Agreement regardless of choice-of-law rules. 26. Entire Agreement. This Agreement is the final expression of and sets forth the entire agreement between us.No other agreements,representations,or warranties,express or implied,oral or written,have been made by any party to the other with respect to this Agreement. All prior and contemporaneous conversations,negotiations,and warranties are not relied upon and are waived. This Agreement supersedes and replaces all prior oral or written agreements or understandings between us. This is an integrated agreement. This Agreement cannot be changed orally,and all changes must be in writing signed by both parties' authorized representatives, 27. Enforceability;Waiver. If any part of this Agreement is void,the remaining portions of the Agreement remain enforceable.No waiver of a breach of any term or condition of this Agreement is a waiver of any succeeding breach. 28. Interpretation;Construction. The captions are for convenience of reference only and have no force in the interpretation or construction of this Agreement. The neuter includes the masculine or feminine gender,and the singular includes the plural wherever the context requires. Each term of this Agreement is a condition to be fully performed. The rule of construction that ambiguities are resolved against the drafting party does not apply in interpreting this Agreement, 29. Authorized Signatories; Duplicate. The individuals executing this Agreement are authorized signatories and have the full power to enter into this Agreement,and make the representations and warranties set forth here, Delivery of the executed Agreement by facsimile or other electronic means is as binding as delivery of an originally-executed Agreement.This Agreement and all documents arising out of or relating to this Agreement tray be stored or reproduced by electronic or mechanical means.An electronic version of this Agreement is legally equivalent to the original for all purposes, including litigation. 30. State Licenses. Alarm Company Operators are licensed and regulated by the Bureau of Security 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 regarding a patent act or omission is filed within four 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 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. Commercial SeCUrny and Fire Installation and Services Agreement—Please read all pages! Page 4 of 4 CL 02/2014 /-*iAciur Initials ACO 99 PACIFIC ALARM SERVICE C10/C28/C16 606732 (951) 845-1666 o Fax: (951)769-1230 www.pacificalarm.com ATTACHMENT Paget of Attachment To: Commercial Purchase and Services Agreement x Commercial System and Services Agreement Residential Sale And Services Agreement Monitoring Services Agreement SUBSCRIBER/CUSTOMER City of Redlands-Carriage House Schedule of Equipment and Services: ATTACHMENT. The following list of equipment and schedule of work is included as part of the base agreement#7050 dated 04-23-2014 attached. All terms and conditions of the base agreement remain unchanged and in full force and effect. SCHEDULE OF DETECTION Schedule: Burglar Alarm System with Central Station Monitoring Multi-zone alarm control panel with entry/exit delay,siren cut-off,rechargeable standby battery and future expansion capabilities. Three digital on/off keypads with alpha-numeric displays. One eight zone expansion module. Reutilize all existing motion detectors. Reutilize all existing door and window contacts. All materials and labor. Digital communication to Central Station with monthly test signal. Equipment included as part of service. Subscriber declines radio backup option, INT� ACO 99 PACIFIC ALARM SERVICE C10/C28 j C16 606732 521 Wellwood Avenue Beaumont,California 92223 Voice:(951) 845-1666* Fax:(951)769-1230 www.2acificalarm.com MONITORING AND SERVICES AGREEMENT Check all that apply: 13 RESIDENTIAL W COMMERCIAL HARD WIRE 0 WIRELESS 13 CELLULAR 0 RADIO 13 INTERACTIVE SERVICES INTRUSION MONITORING 13 HOLD UP OR DURESS 13 VIDEO MONITORING 0 WATER DETECTION FIRE MONITORING 13 FIRE TESTING AND INSPECTION 13 WATER FLOW VALVE SUPERVISION 0 UL FIRE RUNNER CCINTRACT# 7050 This Monitoring and Services Agreement is entered into on May 6 20,14 by and between City of Redlands- Carriage House your"),and Pacific Alarm Service,a California corporation("we," us," our"), YOUR INFORMATION YOU/Contact Person:_gty cl pfRedlands-Carriage House Premises Address: 1352 Prospect Rd. Redlands,CA Billing Address:—City ClDLRedlads LAUnLAc=I Nts Payable/PO Box 3005 Redlands CA 92373 Phone: -7 5 Cell Phone: 909-798-7655 Email: rcross@cityofredlands,org 1. Term. The original term ofthis Agreement is three years,and the Agreement automatically renews far successive one- year periods unless either party notifies the other in writing of its intent to terminate no less than 60 days before the expiration of the original or renewal period, 2. Monitoring Services;Communicator; Programming;Verification. 2.1 Monitoring. You chose the monitoring service,and agree that the service meets your needs. Additional,different,or higher levels of protection and set-vice were discussed with you and are available from us at an additional cost.The signals or images, if any,from the security system or the signals from the fire system at the Premises("System")are monitored at our monitoring center or an independent monitoring center("Monitoring Center")that we select.If the System is removed for any reason,we are not obligated to restore the Premises to its original condition or to redecorate the Premises. Upon connection or activation of your security alarm system,we will thoroughly instruct you in the proper use ofthe System. 2.2. Communicator. We will install,cause to be installed,or program,whether in person or remotely,a communicator at your Premises to transmit System signals or images,if any,from your System to our Monitoring Center, All long-range radios, transceivers,and cellular or other communicators,and our yard signs and window stickers remain our property at all times and may be removed by us. When this Agreement expires or is terminated,you will immediately allow us to remove or deactivate, whether remotely or otherwise,the communicator. Until the communicator is deprogrammed,you are responsible for monitoring fees. 2.3 Program;Visual. We may program the System remotely,and you will allow Lis access to do so. Ifyour law- enforcement or fire department requires or later requires visual or other verification procedures of an emergency before responding to a System signal,you must comply with the requirement and subscribe for that service if provided by us. We may charge an additional fee tor that service, El If you are using a traditional phone line or an internet-based transmission to our Monitoring Center,you thoroughly discussed with us the availability of cellular or radio back-up transmission of alarm signals from the System to the Monitoring Center,and that these services are available at an additional cost. You do not want back-up transmission of alarm signals and understand that,if your transmission service is interrupted or disconnected,no signal will be sent to the Monitoring Center, and emergency personnel will not be called. Your Initials 3. Services and Payment. 3.1 Services. We will provide the following services and you will pay us as follows: W Monthly Monitoring of System as Part of Service 13 Monthly Monitoring of Subscriber owned alarm system Fire Monitoring Services: 0 Fire Monthly Basic Monitoring Services: 13 Fire Monitoring with UL Runner Services: 0 Fire Monitoring with UL Certificate annual/mo: 13 Additional Fire Alarm Panel at Same Premises: Intrusion Monitoring Services: W Monthly Monitoring Services—Basic 13 Monthly Monitoring Services— with open/closing with supervision and notification by Monitoring Center: 13 Monthly Monitoring Services—with open/closings E-mailed Weekly to You: (E-mail Address: Monitoring and Services Agreement—Please read all pages! Page 1 of 6 CL 02/14 Your Initials Additional Services per Month: 0 Cellular Transmission of Signals: 13 Radio Transmission of Signals: 0 Other Service: Other Services: 0 Fire Inspection and Testing per attached Scope of Work, which is a part of this Agreement: TOTAL AMOUNT FOR ORIGINAL TERM: $ included on install agreement Payment Options:161"Monthly-$ 41.';P 0 Quarterly—$_ 0 Semi-Annually—$_ 13 Annually—$_(paid in same month as above) 3.2 Payment. You must pay the prorated fees for the month in which monitoring services begin. Payments are payable in advance,on the first day of the month,commencing on the date set forth above. Your payments shown above do not include any applicable tax. If any taxes are due,you must pay the tax in addition to your monthly payments. No finance charge or cost of credit is associated with this Agreement. ACCEPTANCE The prices,specifications,and conditions in this Agreement are satisfactory.You understand,approve,and accept this Agreement,in particular Paragraphs 11,16,and 22,which set forth our maximum liability if there is any loss or damage to you or any third party.You understand that you may obtain a higher liability limit by paying an additional charge.You received a completed copy of this Agreement and, if you are a residential customer,two copies of the Notice of Right to Cancel. You were advised that there are additional,different,or higher levels of protection and service available.The services provided are based upon your specific request,approval,and cost considerations,for which you must hold us harmless. [language must be in 10-point bold] For our residential customers only—You,the buyer,may cancel this transaction at any time before midnight of the third business day after the date of this transaction.See the attached Notice of Right to Cancel form for an explanation of this right. 171 FAMILIARIZATION PERIOD REJECTED WARNING: Various System components or products may contain lead or other chemicals known to the State of California to cause cancer,birth defects,or other reproductive harm. YOU PACIFIC ALARM SERVICE Dated: Dated: Representative Print Your Namev Title Aut rized�Compang Represen-­"" 13 Corporation 0 LLC 13 arti;l rship 0 Sole Owner Salesperson Name and No,: Your Signature: _olte' impo-Int terms on other pages" TE ATST: Sam Irwin, City Clerk Unless we itter � ar6�ve it inwritingby an authorized company representative,or(2)begin services,this Agreement is not binding upon us.If we do not approve the Agreement,our sole liability is to refund the amount paid to us when you signed the Agreement.Not receiving a copy signed by us does not make this Agreement unenforceable. 4. Fire Inspection and Testing. 4.1 1'est and Report. You must inspect and test your fire System according to the applicable code and the frequency specified. If you selected fire testing and inspection,we will test and inspect your System according to the applicable code, regulation,or guideline of the authority having jurisdiction of your Premises. We will record and update normal and abnormal conditions or characteristics for the System or the portion of the System being tested or inspected,including panels and other System devices or components as required. We will provide you with our written report and all other required materials within five business days of the test or inspection. Deficiencies will be provided within one business day or discussed during the inspection. Procedures performed,as well as any defects or deficiencies discovered and our recommendations,will be noted in our written report.We will return all paperwork or plans provided to us by you upon the completion of the tests or inspections or with the delivery of our written report. 4.2 Access. You will permit us to enter the Premises to service, inspect,or test the System and will provide uninterrupted access. While we are on the Premises,you will provide continuous electrical service, 4.3 Cancellation. You will provide us a minimum of 24-hours notice of cancellation of a scheduled inspection or testing. You will pay us a cancellation fee of$100 per scheduled inspection for cancellations not received on a timely basis, S. Disclaimer of Warranties; Liability; Consequential Damages. Our obligation to provide the System or any other services arises solely out of this Agreement and not through any other means.We do not represent or warrant that the Monitoring and Services Agreement—Please read all pages! Page 2 of 6 CL 02/14 T_+ Your Initials System or set-vice may not be compromised or by-passed;will detect or prevent all burglaries,hold-ups,personal emergencies,fires,smoke or water damage,or otherwise;or that it will in all cases provide the protection for which it was installed or intended.We or our agents or employees made no representations or warranties,express or implied,as to any matter whatsoever,including without limitation,the condition of the equipment,its merchantability,its fitness for any particular purpose,or noninfringement or title.You did not rely on any representation or warranty,express or implied. Any information provided or promise does not create an express warranty,and will be considered expressions of personal opinion only. If we were to have any liability greater than that agreed to by you in Paragraphs 11, 16,and 22 of this Agreement,we could not and would not provide the System or services,and we could not provide the System or services at the rates contained here.The warranty provided in this Agreement gives you specific legal rights,and you may have other rights that vary from state-to-state.We are not liable for special,consequential,or incidental damages.Some states do not allow the exclusion or the limitation of consequential or incidental damages,so the above limitations or exclusions may not apply to you. 6. Response to Signals. 6.1 Intrusion Signals. If we receive an intrusion signal,we will,without warranty,make reasonable efforts to reach you or someone at the Premises who is on your Call List(see Paragraph 14)and can verify whether an alarm is false. If we are unable to reach you or someone at the Premises,a second call attempt will be made to the next person on your Call List. Unless directed otherwise in writing by you, if we are unable to reach the first two people on your Call List or if we in our sole discretion question a response we have received,we will,without warranty,notify emergency personnel. 62 Holdup or Panic. If we receive a hold up,duress,or panic signal,we will,without warranty,call emergency personnel,and if requested in writing by you,notify you or your designated representative shown on your Call List. 6.3 Video or Images. If we receive video or images, if available, from your System,and we reasonably believe that the images do not indicate an emergency condition,we will,without warranty,make reasonable efforts to call you or someone at the Premises who is on your Call List and can verify whether an alarm is false.If we are unable to reach you or someone at the Premises,a second call attempt will be made to the next person on your Call List but we will not notify emergency personnel.If we reasonably believe that the images do indicate an emergency condition,we will,without warranty,call emergency personnel, and if requested in writing by you,call you or the designated person on your Call List. 6.4 Medical Emergency Signals. If we receive a medical emergency signal,we will,without warranty,make reasonable efforts to reach you or someone at the Premises who is on your Call List and can verifv,whether an emergency exists. If we are unable to reach you or someone at the Premises,a second call attempt will be made to the next person on your Call List, Unless directed otherwise in writing by you, if we are unable to reach you or the next person on your Call List,we will,without warranty, notify emergency personnel.'Two-way voice communication is not provided and,if you push the medical button on your alarm keypad,you will need a telephone to talk with someone.The alarm siren will not sound when the medical button is activated. 6.5 Fire Signals;Carbon Monoxide Signals. If we receive a fire alarm signal from commercial premises,we will, without warranty,,notify emergency personnel and notify you or your designated representative by calling the specified telephone number(s)on your Call List. Trouble or supervisory signals from your fire System are sent to your designated representative in the manner directed. If we receive a fire alarm signal from residential premises,we will,without warranty,make reasonable efforts to reach you or someone at the Premises who is on your Call List and can verify whether an alarm is false. If we are unable to reach you or the next person on your Call List,we will,without warranty,notify emergency personnel. 6.6 Forced Entry.You understand that emergency personnel may forcibly enter the Premises when they are told that we received a fire,medical emergency,or carbon monoxide signal from your Premises. You consent to this.You understand that damage to your property may occur and that you are responsible for all costs related to that damage, 6.7 Water Detection. If we receive a water detection signal,we will,without warranty,make reasonable efforts to call you or someone at the Premises who is on your Call List and can verify whether a condition exists. If we are unable to reach you or sonicone at the Premises,a second call attempt will be made to the next person on your Call List but we will not notify emergency personnel. The alarm siren will not sound when a water detection signal is activated, 6.8 Interactive Services;Two-Way Voice. If you selected interactive services,you may receive customized email and text message alerts about System signals on your computer,tablet,smart phone,or other mobile device as well. Certain wireless or interactive services require a compatible computer,tablet,cell phone,or other device with internet and email access.Not all devices will work with these services and you must provide your own devices at your sole expense.You understand that we have no control over these devices,or your internet or email access.Cellular data providers may charge additional fees for accessing the System on wireless devices, 'These charges are your sole responsibility. If you selected emergency two-way voice service,there is a risk that the connection may be interrupted or unable to connect,that the call may be dropped,and that the sound quality coming through the System may be distorted or impossible to understand or hear. 6.9 Permits; Consent. Certain law-enforcement or emergency agencies will not respond to an alarm signal unless you have a valid alarm user permit,which you must keep current and renewed as required. See Paragraphs 13.7 and 13.8 for more information regarding alarni permits. If required to do so by any governmental authority or insurance interest,we may discontinue any particular form of response. You consent to the recording of all telephone calls with the Monitoring Center. 7. Familiarization Period. Except where required by law,unless you reject the familiarization period by initialing the checkbox above your signature,(luring a seven-day period(or any period required by law)following completion of installation and connection to the Monitoring Center(and during any applicable extensions),we have no obligation to,and will not,respond to any security alarm signal from your Premises that is received by our Monitoring Center. Even if an actual cutergency occurs during this period,we have no obligation to,and will not,notify emergency personnel,you,or your designated representative,or take any other action with regard to a signal we receive. 8. Alarm Signal Transmission Methods. 8.1 Telephone Lines.You must pay all charges made by the telephone company or other utilities for installation or activation of service connections,telephone jacks, leasing,and service charges of telephone lines connecting your Premises to our Monitoring Center. All charges for the installation and continuity of telephone service connections for the System are your sole responsibility.Activation of the System will interrupt and disconnect any telephone call in progress.You will be unable to use that line for 911 or any other emergency service.For these reasons,we recommend a dedicated telephone line for your System.If your telephone service is out of order,disconnected,placed on vacation,or otherwise interrupted,signals from your System will not be received by our Monitoring Center during any interruption in telephone service. Interruptions will not be known to our Monitoring Center or us,and emergency personnel will not be called.You must pay us for any costs incurred to reprogram the digital communicator to conform to telephone company-initiated changes in dialing procedures or area codes.Costs are based on our then current standard service call charge. We recommend two dedicated telephone lines for your fire System. 8.2 Cellular or Radio Transmission.If cellular or radio service is used as your primary or secondary transmission method,the System's communicator is connected to a cellular or radio network. The use of radio frequencies is controlled by the Federal Communications Commission ("FCC"),and changes in FCC rules,regulations,and policies may necessitate discontinuing Monitoring and Services Agreement­Please read all pages! Page 3 of 6 CL 02/14 V�q_Your Initials transmissions.You must pay all monthly service charges connecting your Premises to our Monitoring Center. Radio or cellular transmissions are subject to environmental conditions,including power failures and electrical storms,that are totally beyond our control. 8.3 Internet Transmission. Using DSL,BPL,Voice over Internet Protocol("Voll"'),or other internet-based service may interfere with the signals sent by the System to the Monitoring Center.Signal transmission using these services can be sporadic.These services will not work without electrical power,and may interfere with your ability to call 911 or interfere with the telephone line-seizure feature of the System.To make sure that the System is operational and properly transmitting signals,you must immediately test your System after installation of any of these services.Cellular or radio back-up is highly recommended if internet services are used. 9. False Alarms. If you cause an excessive number of false alarms through carelessness,or malicious or accidental use of the System,or if you in any manner misuse or abuse the System,your conduct is a material breach of contract. After giving you ten-days written notice,we may at our option,in addition to all other legal remedies,terminate this Agreement. You are solely responsible for all false alarm fines,penalties,or fees,including charges from a private guard service,if any,whether assessed against you or us. 10. Service or Repair Services. 10.1 Call. Call us at the number above to request service or repair. 10.2 Repair; Hours. Service or repair is provided on a time-and-materials basis at our then current rates for parts and labor, a one-hour minimum fee,and other service call fees. Service is usually performed as soon as reasonably possible. Service or repair is provided Monday through Friday,excluding holidays,between the hours of 8:00 a.m.through 5:00 p.m. A responsible adult must be at the Premises at the time of the service call. Emergency service is available at all other times at our then current premium labor rate and service call fees, Payment must be made upon completion of the work. 10.3 Repair or Replace;Remote Access. We may,in our sole discretion,either repair or replace the part,and may substitute new or reconditioned materials of equal quality at the time of replacement.If the repair costs exceed the replacement cost,we may replace the defective equipment with new or reconditioned equipment substantially equivalent to or with comparable features as the existing equipment,if available.The replacement equipment may have a higher or lower selling price than the original equipment you have.We may program,alter,or repair the System remotely,and you will allow its access to do so. 10.4 UL System Service Hours;Runner Service. UL System service or repair is provided seven days a week,365 days per year.Runner service is provided within the required response time to investigate or repair the System at our then current regular or premium rates as the case may be. Service performed Monday through Friday,excluding holidays,between the hours of 8:00 a.m.through 5:00 p.m, is charged at our then current regular rates for parts and labor,a one-hour minimum fee,and service call fees,Emergency service is available at all other times at our then current premium labor rate and service call fees. 10.5 Liability. We are not responsible for loss or damage while the System is tinder repair or is awaiting parts.Any repair, service, replacement,or addition of equipment by us after the initial installation or programming of the System is governed by this Agreement, in particular Paragraphs H, 16,and 22,which limit our liability. 10.6 Takeover of Other Systems. If we takeover or provide service to the System,we are not liable for components or equipment not installed by us. it. Limitation of Liability. 11.1 No Guarantee. We and our divisions or affiliates are not insurers of your real or personal property or data,or the personal safety of anyone on your Premises.This Agreement is not an insurance policy or a substitute for an insurance policy.You must obtain all property,life,health,disability,or business interruption insurance.The payments required are based solely upon the value of the System or service,and not on the value of your real or personal property or data,or the property of others located in or on your Premises.We make no guarantee or warranty,including an implied warranty of merchantability or fitness,that the System or service will prevent or avoid occurrences or the consequences of occurrences that the System or service is designed to detect or avert.It is impractical and extremely difficult to determine in advance (a)the value of your real or personal property or data,or the property of others kept on the Premises,that may be lost, stolen,or damaged if the System or service does not operate properly;(b)the response time of the Monitoring Center, emergency personnel,or guard service,if any;(c)what portion,if any,of a loss,damage,personal injury,or death would be proximately caused by our failure to perform or our active or passive negligence; or(d)whether a camera or access control system would detect or prevent unauthorized intrusions or activities. 11.2 Amount of Liability. If we or our agents or employees are found liable for loss,damage,or injury of any kind whatsoever from our failure to perform any of our obligations under this Agreement,failure of the System,equipment,or service in any manner,breach of warranty,tort,or our active or passive negligence,then our liability is limited to a slim equal to the total annual monitoring fees at the time of the incident or$1,500,whichever is greater.This is not a penalty. This is your only remedy regardless of the legal theory used to rind the Monitoring Center or us liable. 11.3 More Protection, You may obtain a higher limitation of liability by paying an additional charge. If you elect this option,a rider will be attached to this Agreement stating the terms,conditions,and amount of the limited liability and the additional charge. Lven if a rider is provided to you,we are not your insurer. 12. Interruption,Suspension,or Cancellation of Service. We are not liable for any delay in monitoring or service of the System,for the consequences of delay,or for any interruption of operation because of floods,storms;earthquakes; fire; power failures;strikes;riots; war,declared or undeclared;terrorism;insurrection; interruption or unavailability of telephone, cellular, cable,radio,Internet,or other transmission services;acts of God;or for any other cause beyond our control,regardless of cause or origin. We are not required to provide monitoring or other services to you while any of these causes exist. If services are suspended for these reasons,you must continue to pay under the terms of this Agreement. If the Monitoring Center or your Premises or equipment are destroyed by fire or other catastrophe,are so substantially damaged that it is impractical to continue service,or if the Monitoring Center or we are unable to render service,this Agreement will be suspended without notice, 13. Your Duties as to Use of System; Battery and Device Replacement; Monitoring or System Permits. 13.1 rest. Immediately before securing the Premises,you or others using the System must carefully and properly set the security System.You must properly test the System at least monthly during the term of this Agreement. If the System does not operate properly or if there is a power failure or other interruption at your Premises,you must notify us immediately. 13.2 Batteries. If your System uses wireless battery-operated devices,you must replace the batteries when the System einits a low-battery signal or at least every two years.You may also call us.We will replace the batteries at your expense at our then current rates for parts and labor,plus service call fees. If you fail to replace the batteries,or if the batteries are low or dead,the System will not function properly. 13.3 Carbon Monoxide Detectors. If you have carbon monoxide detectors,you must replace them at least every three years. Monitoring and Services Agreement—Please read all pages! Page 4 of 6 CL 02/14 Your Initials 13.4 Changes. You must immediately notify us of any changes to the Premises or to any fixtures,furniture,or equipment. You must immediately notify us of any changes to your telephone service,including the installation of DSL,BPL,Voice over Internet Protocol("Voll"'),or other internet-based telephone service. 13.5 Power. You must provide 24-hour electrical service and electrical outlets for the System. 13.6 Environment. You must provide adequate lighting for any camera or video system,and otherwise provide the proper environment for the System,is reasonably requested.You will provide and maintain all storage media for the video system. 13.7 Permits. Monitoring may be subject to permit fees. If required,obtaining and maintaining an alarm permit is your sole responsibility. You are solely responsible for paying for all monitoring,alarm,or system permits,licenses,or fees imposed by authorities havingjurisdiction necessary for the use and operation of the System,and all other charges or fees imposed. You are solely responsible for determining whether the city,county,or governmental subdivision in which the Premises are located has or may later have statutes or ordinances requiring that you obtain and maintain a license or permit for the System. 13.8 Notification. Unless you have a valid alarm-user permit or license,which must be kept current and active as required, certain emergency personnel will not respond to an alarm signal. In order to request an emergency response,we must know your permit number. Until you obtain,at your expense,all necessary permits or licenses,and provide us with the license or permit number,we may not be able to notify emergency personnel of an alarm. 13.9 Indemnity. You must defend and indemnify us from any claim made by another alarm company regarding its contract with you. 14. Authorized Call List; Personnel. You will immediately give us a written list of names,relationship,titles,and telephone,cell,and pager numbers of all persons to be notified if there is an alarm and the order in which these persons are to be called("Call List").You will also give us and keep current a written list of the names,titles,and phone numbers of all persons authorized to enter or remain on the Premises("Personnel List"). If you are a commercial customer,you must give us a daily and holiday opening and closing schedules and all other information that we may require.All changes to your Call List or Personnel List must be given to us in writing only and become effective only upon our acknowledgment of receipt of the changes. If you choose all interactive service,you are solely responsible for creating and updating your profile on any remote service website. 15. Change in Ownership of Premises. Moving from your Premises does not relieve you of your obligations under this Agreement, 16, Assignment; Rights of Subcontractors. We may assign this Agreement to any person or entity without notice to you. Without our prior written consent,you must not assign or transfer this Agreement. We may subcontract any of the work or services to be performed tinder this Agreement, including monitoring,without notice to you.This Agreement,especially Paragraphs I I and 22,protects the Monitoring Center or our other subcontractors in the same way that the paragraphs protect us. 17. Default; Interest; Reactivation. 17.1 Default. Any of the following constitute your default under this Agreement: (a)failure to pay any amount provided in this Agreement within ten days after the same is due;(b)failure to communicate or cooperate with us; (c)failure to perform any other obligations under this Agreement within ten days after written request;or(d)you become a debtor in a bankruptcy proceeding, If you default,we may discontinue all services upon ten-days written notice to you,and accelerate and recover all amounts to become due tinder this Agreement, as well as all other sums to which we are entitled. 17.2 Interest. If any payment due is more than ten days late,you will pay simple interest on each past due payment in the amount ofI 8%per year calculated on a 360-day year[periodic rate of 1.5%per month or the maximum amount allowed by law] until the balance is paid in full, You will pay a service charge of$25 for each returned check, 17.3 Reactivation. If we for any reason discontinue service and you desire to reactivate the service,reactivation is subject to a$75 fee and payment of all past due amounts. If the System cannot be reactivated remotely,and a service call is required,you must also pay us our then current regular rates for parts and labor,and service call fees. I& Change in Rates. 18.1 Increase. We tuay increase the monitoring or service fees at any time after the expiration ofthe initial term of this Agreement,but not more than once in any 12-month period,and upon giving you written notice 60 days in advance of the effective date of the increase. If you do not want to pay the increased charge,you may cancel the then unexpired term of this Agreement by notifying us in writing 30 days before the effective date of the increase. 18.2 Taxes,Charges,and Fees. We may at any time increase the monitoring or service fees to reflect increases in federal, state,and local taxes,utility charges including telephone company charges,and municipal fees and charges,which are imposed on us and which relate to the services provided under this Agreement.You must pay all increased monitoring fees. 19. Notices. All notices regarding this Agreement must be in writing and may be served by personal delivery; by a reputable overnight carrier with all delivery charges provided for; or by certified mail,return-receipt requested,and regular mail,with postage prepaid,to the addresses set forth in this Agreement or to any other address provided by one party to the other from time to time in writing. 20. Information and Privacy. 20.1 Recording. We may monitor or electronically record video and audio related to monitored activity at your Premises,as well as conversations with you,emergency personnel in connection with employee training,quality control,and the provision of services.You consent to this. Privacy cannot be guaranteed on telephone,cable,wireless,computer,and other systems. We are not liable to you for any claims or damages that may result from a lack of privacy experienced. 20.2 Consent. You consent to us(a)using information about you and your location to administer services,offer you new products or services,enforce the terms of this Agreement,prevent fraud,and respond to regulatory and legal requirements;(b) providing information,including information contained on your Call List and other personal information,to emergency personnel or our subcontractors or assignees for the purpose of providing services or in response to a subpoena or other legal process;and(c) using and sharing aggregate customer information and statistics that do not include information that identifies you or any individuals personally. We may contact you by telephone,facsimile,e-mail,or other internet services,with respect to the System and services we provide under this Agreement, and new offerings of systems or services we may make available in the future. 21. Network or Server Vulnerability; Liability.You are solely responsible for the integrity and security of your data, software,devices,computer system,networks,servers,and other equipment. We are not liable for any loss or damage arising out of or relating to any unauthorized or improper access to,or use of your System or data.Your System may be connected to the internet.You understand that we do not operate or control the internet,and that viruses,worms,trin'fail horses,and other malicious or undesirable data,code,sof1ware,or users may attempt to access or damage your data,devices,computers,and networks. We are not liable for such activities. We do not guarantee that the System or service will meet your requirements,that the service will be Monitoring and Services Agreement—Please read all pages! Page 5 of 6 CL 02/14 T�_Your Initials uninterrupted or error-free,or that encryption algorithms,associated keys,and other security measures will be secure or effective. You must notify us immediately if you upgrade your operating system or make any changes to your file mapping,or your System or devices are unable to access the internet or network service. 22. Third Party Indemnification; Subrogation.You must immediately defend and indemnify us against all claims brought by others, including personal injury,tort,negligence,property damage,or death.This provision applies to all claims regardless of cause, including our or the System's performance or failure to perform;defects in products,design, installation,activation,or set-vice; negligence;tort; warranty;contribution; indemnification;or strict products liability. So far as permitted by your liability or property insurance policy,you release us from all claims,whether the claims are made by or through you, including your insurance company or other parties,and must defend and indemnify us from all claims. You must notify your insurance company of these terms, 23. Time to Bring Suit; Venue; Governing I. Any lawsuit or other legal proceeding arising out of or relating to this Agreement,whether based upon contract,tort,negligence,or otherwise,must be brought no later than one year after the claim arises.This Agreement is made and entered into in Riverside County,California, Any legal proceeding arising out of or relating to this Agreement must be brought in Riverside County. California law applies to this Agreement regardless of choice-of-law rules, 24. Entire Agreement, This Agreement is the final expression of and sets forth the entire agreement between the parties. No other agreements,representations,or warranties,express or implied,oral or written,have been made by any party to the other with respect to this Agreement. All prior and contemporaneous conversations,negotiations,and warranties are not relied upon and are waived. This Agreement supersedes and replaces all prior oral or written agreements or understandings between the parties. This is an integrated agreement.This Agreement cannot be changed orally,and all changes must be in writing signed by authorized representatives of both parties.If there is any conflict between this Agreement and your purchase order or other document delivered to us,this Agreement governs whether the purchase order or document is delivered before or after this Agreement is fully signed. 25. Enforceability; Waiver. If any part of this Agreement is void,the remaining portions of the Agreement remain enforceable.No waiver of a breach of any term or condition of this Agreement is a waiver of any succeeding breach. 26. Interpretation; Construction. The captions are for convenience of reference only and have no force in the interpretation or construction ofthis Agreement. The neuter includes the masculine or feminine gender,and the singular includes the plural wherever the context requires. Each term of this Agreement is a condition to be fully performed. The rule of construction that ambiguities are resolved against the drafting party does not apply in interpreting this Agreement. 27. Authorized Signatories; Duplicate. The individuals executing this Agreement are authorized signatories and have the full power to enter into this Agreement,and make the representations and warranties set forth here. Delivery of the executed Agreement by facsimile or other electronic means is as binding as delivery of an originally-executed Agreement.This Agreement and all documents arising out of or relating to this Agreement may be stored or reproduced by electronic or mechanical means. An electronic version of this Agreement is legally equivalent to the original for all purposes, including litigation. 28. State Licenses. Alarm Company Operators are licensed and regulated by the Bureau of Security 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 regarding a patent act or omission is filed within four 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 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. Monitoring and Services Agreement—Please read all pages! Page 6 of 6 CL 02/14 Your Initials ACO 99 PACIFIC ALARM SERVICE C10/C28/C16 606732 521 Wellwood Avenue Beaumont,California 92223 Voice:(951) 845-1666 e Fax:(951)769-1230 www.pacificalarm.com MONITORING AND SERVICES AGREEMENT Check all that apply: 13 RESIDENTIAL W COMMERCIAL Iii HARD WIRE [3 WIRELESS E3 CELLULAR 0 RADIO 13 INTERACTIVE SERVICES 0 INTRUSION MONITORING 13 HOLD UP OR DURESS 13 VIDEO MONITORING 13 WATER DETECTION W FIRE MONITORING W FIRE TESTING AND INSPECTION 13 WATER FLOW VALVE SUPERVISION 13 UL FIRE RUNNER CONTRACT# 7051 'I'his Monitoring and Services Agreement is entered into on May 6 20 14 ,by and between City of Redlands- Carriage House "your"),and Pacific Alarm Service,a California corporation ("we.....us,""our"), YOUR INFORMATION YOU/Contact Person-, City of Redlands- Premises Address: 1352 Prospect Rd, Redlands, CA Billing Address:___QLtty_pfa@dlands/Attn' Accounts Payable/ PO Box 3005 Redlands, CA 92373 Phone: 909-798-7655 Cell Phone: 909-798-7655 — Email: rcross@cityofredlands.org 1. 'Perm. The original term of this Agreement is three years,and the Agreement automatically renews for successive one- year periods unless either party notifies the other in writing of its intent to terminate no less than 60 days before the expiration of the original or renewal period. 2. Monitoring Services; Communicator; Programming;Verification. 2.1 Monitoring. You chose the monitoring service,and agree that the service meets your needs. Additional,different,or higher levels of protection and service were discussed with you and are available from us at an additional cost.'Fhe signals or images, if any,from the security system or the signals from the fire system at the Premises("System")are monitored at our monitoring center or an independent monitoring center("Monitoring Center")that we select. Ifthe System is removed for any reason,we are not obligated to restore the Premises to its original condition or to redecorate the Premises. Upon connection or activation of your security alarm system,we will thoroughly instruct you in the proper use of the System. 2.2. Communicator. We will install,cause to be installed,or program,whether in person or remotely,a communicator at your Premises to transmit System signals or images,if any,from your System to our Monitoring Center. All long-range radios, transceivers,and cellular or other communicators,and our yard signs and window stickers remain our property at all times and may be removed by us. When this Agreement expires or is terminated,you will immediately allow us to remove or deactivate, whether remotely or otherwise,the communicator. Until the communicator is deprogrammed,you are responsible for monitoring fees. 2.3 Program;Visual. We may program the System remotely,and you will allow us access to do so. If your law- enforcement or fire department requires or later requires visual or other verification procedures of an emergency before responding to a System signal, you must comply with the requirement and subscribe for that service if provided by us. We may charge an additional fee for that service. El If you are using a traditional phone line or an internet-based transmission to our Monitoring Center,you thoroughly discussed with us the availability of cellular or radio back-up transmission of alarm signals from the System to the Monitoring Center,and that these services are available at an additional cost.You do not want back-up transmission of alarm signals and understand that,if your transmission service is interrupted or disconnected,no signal will be sent to the Monitoring Center, and emergency personnel will not be called. Your Initials 3. Services and Payment. 3.1 Services. We will provide the following services and you will pay us as follows: 13 Monthly Monitoring of System as Part of Service 0 Monthly Monitoring of Subscriber owned alarm system Fire Monitoring Services: M Fire Monthly Basic Monitoring Services: $60,00 0 Fire Monitoring with UL Runner Services: 13 Fire Monitoring with UL Certificate annual/mo: $_ 0 Additional Fire Alarm Panel at Same Premises: $_ Intrusion Monitoring Services: 0 Monthly Monitoring Services-Basic $_ 0 Monthly Monitoring Services- with open/closing with supervision and notification by Monitoring Center: $_ 13 Monthly Monitoring Services-with open/closings E-mailed Weekly to You: $_ (E-mail Address: Monitoring and Services Agreement,-Please read all pages! Page 1 of 6 CL 02/14 Your Initials Additional Services per Month: 13 Cellular Transmission of Signals: 0 Radio Transmission of Signals: 13 Other Service: Other Services: 0 Fire Inspection and Testing per attached Scope of Work, which is a part of this Agreement: TOTAL AMOUNT FOR ORIGINAL TERM: $ 60M Payment Options:i Monthly—$60.00 0 Quarterly—$__ 0 Semi-Annually—$_ 0 Annually—$_(paid in same month as above) 3.2 Payment. You must pay the prorated fees for the month in which monitoring services begin. Payments are payable in advance,on the first day of the month,commencing on the date set forth above, Your payments shown above do not include any applicable tax. If any taxes are due,you must pay the tax in addition to your monthly payments. No finance charge or cost of credit is associated with this Agreement. ACCEPTANCE The prices,specifications,and conditions in this Agreement are satisfactory.You understand,approve,and accept this Agreement,in particular Paragraphs 11,16,and 22,which set forth our maximum liability if there is any loss or damage to you or any third party.You understand that you may obtain a higher liability limit by paying an additional charge.You received a completed copy of this Agreement and,if you are a residential customer,two copies of the Notice of Right to Cancel, You were advised that there are additional,different,or higher levels of protection and service available.The services provided are based upon your specific request,approval,and cost considerations,for which you must hold us harmless. [language must be in 10-point bold] For our residential customers only—You,the buyer,may cancel this transaction at any time before midnight of the third business day after the date of this transaction.See the attached Notice of Right to Cancel form for an explanation of this right. 0 FAMILIARIZATION PERIOD REJECTED WARNING: Various System components or products may contain lead or other chemicals known to the State of California to cause cancer,birth defects,or other reproductive harm, YOU PA-1 IC ALARM SERVICE i+04 Dated: L51Dated i Print Your Name Title Aut rized Company Representative 0 Corporation 0 LLC 0 Partn rship 0 Sole Owner Salesperson Name and No.:_____, Your Signature: ___.____. �. S mpc ant terms on other pages" ATTEST: Sam Irwin, City Clerk Unless we either(I p ove it in writing by an authorized company representative,or(2)begin services,this Agreement is not binding upon us. if we do not approve the Agreement,our sole liability is to refund the amount paid to us when you signed the Agreement.Not receiving a copy signed by us does not make this Agreement unenforceable. 4, Fire Inspection and Testing. 4.1 'rest and Report, You must inspect and test your fire System according to the applicable code and the frequency Sp"ified. IfY014 selected tire testing and inspection,we will test and inspect your System according to the applicable code, re,,4,ulation,or guideline of the authority having jurisdiction of your Premises. We will record and update normal and abnormal conditi�)ns or characteristics for the System or the portion of the System being tested or inspected, including panels and other System devices or components as required. We will provide you with our written report and all other required materials within five business days of the test or inspection. Deficiencies will be provided within one business day or discussed during the inspection. Procedures performed,as well as any defects or deficiencies discovered and our recommendations,will be noted in Our written report.We will return all paperwork or plans provided to us by you upon the completion of the tests or inspections or with the delivery of our written report, 4.2 Access, You will permit us to enter the Premises to set-vice, inspect,or test the System and will provide uninterrupted access. While we are on the Premises,you will provide continuous electrical service. 4.3 Cancellation. You will provide us a minimum of 24-hours notice of cancellation of a scheduled inspection or testing. You will pay us a cancellation fee of$100 per scheduled inspection for cancellations not received on a timely basis, 5. Disclaimer of Warranties; Liability;Consequential Damages. Our obligation to provide the System or any other services arises solely out of this Agreement and not through any other means.We do not represent or warrant that the Monitoring and Services Agreement—Please read all pages! Page 2 of 6 CL 02/14 <Re Your Initials System or service may not be compromised or by-passed;will detect or prevent all burglaries,bold-ups,personal emergencies,fires,smoke or water damage,or otherwise;or that it will in all cases provide the protection for which it was installed or intended.We or our agents or employees made no representations or warranties,express or implied,as to any matter whatsoever,including without limitation,the condition of the equipment,its merchantability,its fitness for any particular purpose,or noninfiringement or title.You did not rely on any representation or warranty,express or implied. Any information provided or promise does not create an express warranty,and will be considered expressions of personal opinion only. If we were to have any liability greater than that agreed to by you in Paragraphs 11,16,and 22 of this Agreement,we could not and would not provide the System or services,and we could not provide the System or services at the rates contained here.The warranty provided in this Agreement gives you specific legal rights,and you may have other rights that vary from state-to-state.We are not liable for special,consequential,or incidental damages.Some states do not allow the exclusion or the limitation of consequential or incidental damages,so the above limitations or exclusions may not apply to you. 6. Response to Signals. 6.1 Intrusion Signals. If we receive an intrusion signal,we will,without warranty,make reasonable efforts to reach you or someone at the Premises who is on your Call List(see Paragraph 14)and can verify whether air alarm is false. If we are unable to reach you or someone at the Premises,a second call attempt will be made to the next person on your Call List.Unless directed otherwise in writing by you,if we are unable to reach the first two people on your Call List or if we in our sole discretion question a response we have received,we will,without warranty,notify emergency personnel. 6.2 Holdup or Panic. If we receive a hold up,duress,or panic signal,we will,without warranty,call emergency personnel,and if requested in writing by you,notify you or your designated representative shown on your Call List. 6.3 Video or Images. If we receive video or images,if available, from your System,and we reasonably believe that the images do not indicate an emergency condition,we will,without warranty,make reasonable efforts to call you or someone at the Premises who is on your Call List and can verify whether an alarm is false. If we are unable to reach you or someone at the Premises,a second call attempt will be made to the next person on your Call List but we will not notify emergency personnel, If we reasonably believe that the images do indicate an emergency condition,we will,without warranty,call emergency personnel, and if requested in writing by you,call you or the designated person on your Call List. 6.4 Medical Emergency Signals. If we receive a medical emergency signal,we will,without warranty,make reasonable efforts to reach you or someone at the Premises who is on your Call List and can verify whether an emergency exists. If we are unable to reach you or someone at the Premises,a second call attempt will be made to the next person on your Call List. Unless directed otherwise in writing by you, if we are unable to reach you or the next person on your Call List,we will,without warranty, notify emergency personnel. Two-way voice communication is not provided and,if you push the medical button on your alarm keypad,pad,you will need a telephone to talk with someone.The alarm siren will not sound when the medical button is activated, 6.5 Fire Signals; Carbon Monoxide Signals. If we receive a fire alarm signal from commercial premises,we will, without warranty, notify emergency personnel and notify you or your designated representative by calling the specified telephone numberts)on your Call List. Trouble or supervisory signals from your fire System are sent to your designated representative in the inanner directed. If we receive a fire alarm signal from residential premises,we will,without warranty,make reasonable efforts to reach you or someone at the Premises who is on your Call List and can verify whether air alarm is false. lf*we are unable to reach you or the next person on your Call List,we will,without warranty,notify emergency personnel. 6.6 Forced Entry.You understand that emergency personnel may forcibly enter the Premises when they are told that we received a fire,medical emergency,or carbon monoxide signal from your Premises.You consent to this. You understand that damage to your property may occur and that you are responsible for all costs related to that damage. 6.7 Water Detection. If we receive a water detection signal,we will,without warranty,make reasonable efforts to call you or someone at the Premises who is on your Call List and can verify whether a condition exists. If we are unable to reach you or someone at the premises,a second call attempt will be made to the next person on your Call List but we will not notify emergency personnel. The alarm siren will not sound when a water detection signal is activated. 6.8 Interactive Services;Two-Way Voice. If you selected interactive services,you may receive customized email and text message alerts about System signals on your computer,tablet,smart phone,or other mobile device as well. Certain wireless or interactive services require a compatible computer,tablet,cell phone,or other device with internet and email access. Not all devices will work with these services and you must provide Your own devices at your sole expense. You understand that we have no control over these devices,or your internet or email access.Cellular data providers may charge additional fees for accessing the System on wireless devices. These charges are your sole responsibility. If you selected emergency two-way voice service,there is a risk that the connection may be interrupted or unable to connect,that the call may be dropped,and that the sound quality coming through the System may be distorted or impossible to understand or hear. 6.9 Permits;Consent. Certain law-enforcement or emergency agencies will not respond to an alarm signal unless you have a valid alarm user permit,which you must keep current and renewed as required. See Paragraphs 117 and 13,8 for more information regarding alarm permits. If required to do so by any governmental authority or insurance interest,we may discontinue any particular form of response. You consent to the recording of all telephone calls with the Monitoring Center, 7. Familiarization Period. Except where required by law,unless you reject the familiarization period by initialing the cbeckbox above your signature,during a seven-day period(or any period required by law)following completion of installation and connection to the Monitoring Center(and during any applicable extensions),we have no obligation to,and will not,respond to any security alarm signal from your Premises that is received by our Monitoring Center. Ever) if an actual emergency occurs during this period,we have no obligation to,and will not,notify emergency personnel,you,or your designated representative,or take any other action with regard to a signal we receive. 8. Alarm Signal Transmission Methods. &I Telephone Lines.You must pay all charges made by the telephone company or other utilities for installation or activation of service connections,telephone jacks, leasing,and service charges of telephone lines connecting your Premises to our Monitoring(..'enter.All charges for the installation and continuity of telephone service connections for the System are your sole responsibility. Activation of the System will interrupt and disconnect any telephone call in progress.You will be unable to use that line for 911 or any other emergency service.For these reasons,we recommend a dedicated telephone line for your System. If your telephone service is out of order,disconnected,placed on vacation,or otherwise interrupted,signals from your System will not be received by our Monitoring Center during any interruption in telephone service. Interruptions will not be known to our Monitoring Center or us,and emergency personnel will not be called. You must pay as for any costs incurred to reprogram the digital communicator to conform to telephone company-initiated changes in dialing procedures or area codes,Costs are based on our then current standard service call charge. We recommend two dedicated telephone lines for your fire System. 8.2 Cellular or Radio Transmission.If cellular or radio service is used as your primary or secondary transmission method,the System's communicator is connected to a cellular or radio network. The use of radio frequencies is controlled by the Federal Communications Commission("FCC"),and changes in FCC rules,regulations,and policies may necessitate discontinuing Monitoring and Services Agreement—Please read all pages! Page 3 of 6 CL 02/14 6v_tur Initials transmissions,You must pay all monthly service charges connecting your Premises to our Monitoring Center. Radio or cellular transmissions are subject to environmental conditions,including power failures and electrical storms,that are totally beyond our control. 8.3 Internet Transmission. Using DSL,BPL,Voice over Internet Protocol("Voll"'),or other internet-based service may interfere with the signals sent by the System to the Monitoring Center.Signal transmission using these services can be sporadic.These services will not work without electrical power,and may interfere with your ability to call 911 or interfere with the telephone line-seizure feature of the System.To make sure that the System is operational and properly transmitting signals,you must initnediat4,y test your System after installation of any of these services.Cellular or radio back-up is highly recommended if internet services are used. 9. False Alarms. If you cause an excessive number of false alarms through carelessness,or malicious or accidental use of the System,or if you in any mariner misuse or abuse the System,your conduct is a material breach of contract. After giving you ten-days written notice,we may at our option, in addition to all other legal remedies,terminate this Agreement. You are solely responsible for all false alarm fines,penalties,or fees, including charges from a private guard service,if any, whether assessed against you or us. 10. Service or Repair Services. 10.1 Call. Call its at the number above to request service or repair. 10.2 Repair; Hours. Service or repair is provided on a time-and-materials basis at our then Current rates for parts and labor, a one-hour minimum fee,and other service call fees. Service is usually performed as soon as reasonably possible. Service or repair is provided Monday through Friday,excluding holidays,between the hours of 8:00 a.m.through 5:00 p.m.A responsible adult must be at the Premises at the,time of the service call. Emergency service is available at all other times at our then current premium labor rate and service call fees. Payment must be made upon completion of the work. 10.3 Repair or Replace; Remote Access. We may,in our sole discretion,either repair or replace the part,and may substitute new or reconditioned materials of equal quality at the time of replacement. If the repair costs exceed the replacement cost,we may replace the defective equipment with new or reconditioned equipment substantially equivalent to or with comparable features as the existing equipment,if available.The replacement equipment may have a higher or lower selling price than the original equipment you have. We may program,alter,or repair the System remotely,and you will allow us access to do so. 10.4 IT,System Service Hours; Runner Service. UL System service or repair is provided seven days a week,365 days per year.Runner service is provided within the required response time to investigate or repair the System at our then current regular or premium rates as the case may be. Service performed Monday through Friday,excluding holidays,between the hours of 8:00 a.m.through 5:00 p.m. is charged at our then current regular rates for parts and labor,a one-hour minimum fee,and service call fees.Emergency service is available at all other times at our then current premium labor rate and service call fees, I0,5 Liability. We are not responsible for loss or damage while the System is tinder repair or is awaiting parts.Any repair, service,replacement,or addition of equipment by us after the initial installation or programming of the System is governed by this Agreement, in particular Paragraphs 11, 16,and 22,which limit our liability. 10.6 Takeover of Other Systems. If we take over or provide service to the System,we are not liable for components or equipment not installed by its. 11, Limitation of Liability. 11.1 No Guarantee. We and our divisions or affiliates are not insurers of your real or personal property or data,or the personal safety of anyone on your Premises.This Agreement is not an insurance policy or a substitute for an insurance policy.You must obtain all property,life,health,disability,or business interruption insurance.The payments required are based solely upon the value of the System or service,and not on the value of your real or personal property or data,or the property of others located in or on your Premises.We make no guarantee or warranty,including an implied warranty of merchantability or fitness,that the System or service will prevent or avoid occurrences or the consequences of occurrences that the System or service is designed to detect or avert.It is impractical and extremely difficult to determine in advance (a)the value of your real or personal property or data,or the property of others kept on the Premises,that may be lost, stolen,or damaged if the System or service does not operate properly;(b)the response time of the Monitoring Center, emergency personnel,or guard service,if any;(c)what portion,if any,of a loss,damage,personal injury,or death would be proximately caused by our failure to perform or our active or passive negligence; or(d)whether a camera or access control system would detect or prevent unauthorized intrusions or activities. 11.2 Amount of Liability. If we or our agents or employees are found liable for loss,damage,or injury of any kind whatsoever from our failure to perform any of our obligations under this Agreement,failure of the System,equipment,or service in any manner,breach of warranty,tort,or our active or passive negligence,then our liability is limited to a surn equal to the total annual monitoring fees at the time of the incident or$1,500,whichever is greater.This is not a penalty. This is your only remedy regardless of the legal theory used to rind the Monitoring Center or us liable. 11.3 More Protection. You may obtain a higher limitation of liability by paying an additional charge.If you elect this option,a rider will be attached to this Agreement stating the terms,conditions,and amount of the limited liability and the additional charge. Even if a rider is provided to you,we are not your insurer. 12. Interruption,Suspension,or Cancellation of Service. We are not liable for any delay in monitoring or set-vice of the System, for the consequences of delay,or for any interruption of operation because of floods; storms;earthquakes-,fire;power failures;strikes; riots,war,declared or undeclared;terrorism; insurrection; interruption or unavailability of telephone, cellular, cable,radio,Internet,or other transmission services-, acts of God-,or for any other cause beyond our control,regardless of cause or origin. We are not required to provide monitoring or other services to you while any of these causes exist. If services are suspended for these reasons,you must continue to pay tinder the terms of this Agreement. If the Monitoring Center or your Premises or equipment are destroyed by fire or other catastrophe,are so substantially damaged that it is impractical to continue service,or if the Monitoring Center or we are unable to render service,this Agreement will be suspended without notice. 13. Your Duties as to Use of System; Battery and Device Replacement; Monitoring or System Permits. 13.1 Test. Immediately before securing the Premises,you or others using the System must carefully and properly set the security System.You must properly test the System at/east, monthly during the term of this Agreement.If the System does not operate properly or if there is a power failure or other interruption at your Premises,you must notify us immediately. 13.2 Batteries. If your System uses wireless battery-operated devices,you must replace the batteries when the System emits a low-battery signal or at least every two years.You may also call us.We will replace the batteries at your expense at our then current rates for parts and labor,plus service call fees.If you fail to replace the batteries,or if the batteries are low or dead,the System will not function properly. 13.3 Carbon Monoxide Detectors. If you have carbon monoxide detectors,you must replace them at least every three years. Monitoring and Services Agreement—Please read all pages! Page 4 of 6 CL 02/14 Your Initials 13.4 Changes. You must inunediately notify us of any changes to the Premises or to any fixtures,furniture,or equipment. You must immediately notify us of any changes to your telephone service,including the installation of DSL,BPL,Voice over Internet Protocol("VolIP"),or other internet-based telephone service. 13.5 Power. You must provide 24-hour electrical service and electrical outlets for the System. 13.6 Environment. You must provide adequate lighting for any camera or video system,and otherwise provide the proper environment for the System as reasonably requested.You will provide and maintain all storage media for the video system. 13.7 Permits. Monitoring may be subject to permit fees. If required,obtaining and maintaining an alarm permit is your sole responsibility,You are solely responsible for paying for all monitoring,alarm,or system permits,licenses,or fees imposed by authorities having jurisdiction necessary for the use and operation of the System,and all other charges or fees imposed. You are solely responsible for determining whether the city,county,or governmental subdivision in which the Premises are located has or may later have statutes or ordinances requiring that you obtain and maintain a license or permit for the System. 13.8 Notification. Unless you have a valid alarm-user permit or license,which must be kept current and active as required, certain emergency personnel will not respond to an alarm signal.In order to request an emergency response,we must know your permit number. Until you obtain,at your expense,all necessary permits or licenses,and provide us with the license or permit number,we may not be able to notify emergency personnel of an alarm. 13.9 Indemnity. You must defend and indemnify us from any claim made by another alarm company regarding its contract with you. 14. Authorized Call List; Personnel. You will immediately give us a written list of names,relationship,titles,and telephone,cell,and pager numbers of all persons to be notified if there is an alarm and the order in which these persons are to be called("Call List").You will also give us and keep current a written list of the names,titles,and phone numbers of all persons authorized to enter or remain on the Premises("Personnel List").If you are a commercial customer,you must give us a daily and holiday opening and closing schedules and all other information that we may require. All changes to your Call List or Personnel I.Jst must be given to its in writing only and become effective only upon our acknowledgment of receipt of the changes, If you choose art interactive service,you are solely responsible for creating and updating your profile on any remote service website. 15. Change in Ownership of Premises. Moving from your Premises does riot relieve you of your obligations tinder this AP jectuent, 16. Assignment; Rights of Subcontractors. We may assign this Agreement to any person or entity without notice to you. Without our prior written consent,you must not assign or transfer this Agreement. We may subcontract any of the work or services to be performed under this Agreement, including monitoring,without notice to you,This Agreement,especially Paragraphs I I and 22,protects the Monitoring Center or our other subcontractors in the same way that the paragraphs protect us. 17. Default; Interest; Reactivation. 17.1 Default. Any of the following constitute your default under this Agreement:(a)failure to pay any amount provided in this Agreement within ten days after the same is due;(b)failure to communicate or cooperate with its; (c)failure to perform any other obligations under this Agreement within ten days after written request;or(d)you become a debtor in a bankruptcy proceeding. If you default,we may discontinue all services upon ten-days written notice to you,and accelerate and recover all amounts to become due under this Agreement,as well as all other sums to which we are entitled, 17.2 Interest. If any payment due is more than ten days late,you will pay simple interest on each past due payment in the amount of 18%per year calculated on a 360-day year[periodic rate of 1.5%per month or the maximum amount allowed by law] until the balance is paid in hill, You will pay a service charge of$25 for each returned check. 17.3 Reactivation. If we for any reason discontinue service and you desire to reactivate the service,reactivation is subject to a$75 fee and payment of all past due amounts. If the System cannot be reactivated remotely,and a service call is required,you must also pay LIS our then current regular rates for parts and labor,and service call fees. 18, Change in Rates. 18.1 Increase. We may increase the monitoring or service fees at any time after the expiration of time initial term of this Agreement,but not more than once in any 12-month period,and upon giving you written notice 60 days in advance of the effective date of the increase. If you do not want to pay the increased charge,you may cancel the then unexpired term of this Agreement by notifying its in writing 30 days before time effective date of the increase. 18.2 Taxes,Charges,arid Fees. We may at any time increase the monitoring or service fees to reflect increases in federal, state,and local taxes,utility charges including telephone company charges,and municipal fees and charges,which are imposed on us and which relate to the services provided under this Agreement. You must pay all increased monitoring fees. 19. Notices. All notices regarding this Agreement must be in writing and may be served by personal delivery; by a reputable overnight carrier with all delivery charges provided for;or by certified mail,return-receipt requested,and regular mail,with postage prepaid,to the addresses set forth in this Agreement or to any other address provided by one party to the other from time to tirrie in writing. 20. Information and Privacy. 20.1 Recording. We may monitor or electronically record video and audio related to monitored activity at your Premises,as well as conversations with you,emergency personnel in connection with employee training,quality control,and the provision of services.You consent to this. Privacy cannot be guaranteed on telephone,cable,wireless,computer,and other systems.We are not liable to you for any claims or damages that may result from a lack of privacy experienced. 20.2 Consent. You consent to its(a)rising information about you and your location to administer services,offer you new products or services,enforce the terms of this Agreement,prevent fraud,and respond to regulatory and legal requirements;(b) providing information, including information contained on your Call List and other personal information,to emergency personnel or out,subcontractors or assignees for the purpose of providing services or in response to a subpoena or other legal process;and(c) rising and sharing aggregate customer information and statistics that do not include information that identifies you or any individuals personally.We may contact you by telephone,facsimile,e-mail,or other internet services,with respect to the System and services we provide tinder this Agreement,and new offerings of systems or services we may make available in the future. 21. Network or Server Vulnerability; Liability.You are solely responsible for the integrity and security of'your data, software,devices,computer system,networks,servers,and other equipment. We are not liable for any loss or damage arising out of or relating to any unauthorized or improper access to,or use of your System or data.Your System may be connected to the internet.You understand that we do not operate or control the internet,and that viruses,worms,trQjan horses,and other malicious or undesirable data,code,software,or users may attempt to access or damage your data,devices,computers,and networks. We are not liable for such activities. We do not guarantee that the System or service will meet your requirements,that the service will be Monitoring and Services Agreement—Please read all pages! Page 5 of 6 CL 02/14 71� _Your Initials 13.4 Changes. You must immediately notify us of any changes to the Premises or to any fixtures,furniture,or equipment. You must immediately notify us of any changes to your telephone service,including the installation of DSL,BPL,Voice over Internet Protocol("Voll"'),or other internet-based telephone service. 13.5 Power. You must provide 24-hour electrical service and electrical outlets for the System. 13.6 Environment. You must provide adequate lighting for any camera or video system,and otherwise provide the proper environment for the System as reasonably requested.You will provide and maintain all storage media for the video system. 13.7 Permits. Monitoring may be subject to permit fees. If required,obtaining and maintaining an alarm permit is your sole responsibility. You are solely responsible for paying for all monitoring,alarm,or system permits, licenses,or fees imposed by authorities having jurisdiction necessary for the use and operation of the System,and all other charges or fees imposed. You are solely responsible for determining whether the city,county,or governmental subdivision in which the Premises are located has or may later have statutes or ordinances requiring that you obtain and maintain a license or permit for the System. 13.8 Notification. Unless you have a valid alarm-user permit or license,which must be kept current and active as required, certain emergency personnel will not respond to an alarm signal.In order to request an emergency response,we must know your permit nurnber. Until you obtain,at your expense,all necessary permits or licenses,and provide us with the license or permit number,we may not be able to notify emergency personnel of an alarm. 13,9 Indemnity. You must defend and indemnify us from any claim made by another alarm company regarding its contract with you. 14, Authorized Call List; Personnel. You will immediately give us a written list of names,relationship,titles,and telephone,cell,and pager numbers of all persons to be notified if there is an alarm and the order in which these persons are to be called("Call List"),You will also give us and keep current a written list of the names,titles,and phone numbers of all persons authorized to enter or remain on the Premises("Personnel List"),If you are a commercial customer,you must give us a daily and holiday opening and closing schedules and all other information that we may require.All changes to your Call List or Personnel List must be given to us in writing only and become effective only upon our acknowledgment of receipt of the changes. If you choose an interactive service,you are solely responsible for creating and updating your profile on any remote service website, 1$. Change in Ownership of Premises. Moving from your Premises does not relieve you of your obligations tinder this Agreernent. 16. Assignment; Rights of Subcontractors. We may assign this Agreement to any person or entity without notice to you. Without our prior written consent,you must not assign or transfer this Agreement. We may subcontract any of the work or services to be performed Linder this Agreement,including monitoring,without notice to you.This Agreement,especially Paragraphs I I and 22,protects the Monitoring Center or Our other subcontractors in the same way that the paragraphs protect us. 17. Default; Interest; Reactivation. 17.1 Default. Any of the following constitute your default under this Agreement: (a)failure to pay any amount provided in this Agreement within ten days after the same is due; (b)failure to communicate or cooperate with us; (c)failure to perform any other obligations under this Agreement within ten days after written request;or(d)you become a debtor in a bankruptcy proceeding. If you default, we may discontinue all services upon ten-days written notice to you,and accelerate and recover all amounts to become due under this Agreement,as well as all other sums to which we are entitled. 17.2 Interest. If any payment due is more than ten days late,you will pay simple interest on each past due payment in the amount of I SIN per year calculated on a 360-day year[periodic rate of 1.5%per month or the maximum amount allowed by law] until the balance is paid in full. You will pay a service charge of$25 for each returned check. 17.3 Reactivation. If we for any reason discontinue service and you desire to reactivate the service,reactivation is subject to a$75 fee and payment of all past due amounts, If the System cannot be reactivated remotely,and a service call is required,you must also pay its our then current regular rates for parts and labor,and service call fees. 18. Change in Rates. 18.1 Increase. We may increase the monitoring or service fees at any time after the expiration of the initial term of this Agreement,but not more than once in any 12-month period,and upon giving you written notice 60 days in advance of the effective date of the increase. If you do not want to pay the increased charge,you may cancel the then unexpired term of this Agreement by notifying us in writing 30 days before the effective date of the increase, 18.2 'Faxes,Charges,and Fees. We may at any time increase the monitoring or service fees to reflect increases in federal, state,and local taxes,utility charges including telephone company charges,and municipal fees and charges,which are imposed oil us and which relate to the services provided under this Agreement. You must pay all increased monitoring fees. 19. Notices. All notices regarding this Agreement must be in writing and may be served by personal delivery; by a reputable overnight carrier with all delivery charges provided for;or by certified mail,return-receipt requested,and regular mail,with postage prepaid,to the addresses set forth in this Agreement or to any other address provided by one party to the other from time to time in writing, 20. Information and Privacy. 20.1 Recording. We may monitor or electronically record video and audio related to monitored activity at Your Premises,as well as conversations with you,emergency personnel in connection with employee training,quality control,and the provision of services. You consent to this. Privacy cannot be guaranteed oil telephone,cable,wireless,computer,and other systems. We are not liable to you for any claims or damages that may result from a lack of privacy experienced. 20.2 Consent. You consent to us(a)using information about you and your location to administer services,offer you new products or services,enforce the terms of this Agreement,prevent fraud,and respond to regulatory and legal requirements;(b) providing intm-mation,including information contained on your Call List and other personal information,to emergency personnel or our subcontractors or assignees for the purpose of providing services or in response to a subpoena or other legal process;and(c) using and sharing aggregate customer information and statistics that do not include information that identifies you or any individuals personally. We may contact you by telephone,facsimile,e-mail,or other internet services,with respect to the System and services we provide tinder this Agreement,and new offerings of systems or services we may make available in the future, 2L Network or Server Vulnerability; Liability. You are solely responsible for the integrity and security of your data, software, devices,computer system,networks,servers,and other equipment.We are not liable for any loss or damage arising out of or relating to any unauthorized or improper access to,or use of your System or data.Your System rilay be connected to the internet, You understand that we do not operate or control the internet,and that viruses,worms,trojan horses,and other malicious or undesirable data,code,software,or users may attempt to access or damage your data,devices,computers,and networks.We are not liable for such activities. We do not guarantee that tile System or service will meet your requirements,that the service will be Monitoring and Services Agreement—Please read all pages! Page 5 of 6 CL 02/14 Your Initials ACO 99 PACIFIC ALARM SERVICE CIO f C28 f C16 606732 521 Wellwood Avenue Beaumont,California 92223 Voice:(951)845-1666 e Fax:(951)769-1230 www.DaEificalarM.com COMMERCIAL SECURITY AND FIRE INSTALLATION AND SERVICES AGREEMENT Check all that apply: 13 NEW SYSTEM INSTALLATION 0 EXISTING SYSTEM W PURCHASE 13 SYSTEM AS PART OF SERVICE WHARD WIRE 13 WIRELESS C)CELLULAR 13RADIO DINTRUSION 13 HOLD UPOR DURESS 13 CAMERAS OR VIDEO 13 ACCESS CONTROL 13 STRUCTURED CABLING WFIRE 13 WATER DETECTION 0 CARBON MONOXIDE C3 INTERACTIVE DEVICES CONTRACT#7051 This Commercial Security and Fire Installation and Services Agreement is entered into on May 6 2014 ,by and between Redlands-Carriag..e House .. ("you,""your")and Pacific Alarm Service,a California corporation("we,""us..."our"} ... ....... YOUR INFORMATION You J Contact Person: City of Redlands-Carriage House Premises Address: 1352 Prospect Rd, Redlands, CA Billing Address: City of Redlands I Attn: Accounts Payable/PO Box 3005 Redlands, CA 92373 Phone: 909-798-7655 Cell Phone: 909-798-7655 rcross(d Email: )cityofred lands,org Owner Name and Address(if different from above): City of Redlands 1. Installation. We will install,or cause to be installed,the equipment described in the Scope of Work("System")at your premises identified above("Premises"), If you did not purchase the System,the System,including the wiring and materials, is provided only as part of our services, You chose the System or service.Additional,different,or higher levels of protection and service were discussed with you and are available from us at an additional cost. Receiving equipment at our offices so that System installation may begin or starting the installation of wiring at the Premises constitutes substantial commencement of the work to be performed under this Agreement, Upon completion of a fire System installation,we will provide you with all documents required by the authority having jurisdiction and applicable law,unless otherwise indicated below. Upon completion of a security System installation,we will thoroughly instruct you on the proper use of the System, 2. Scope of Work; Proposal. Our scope ot'work is set forth in our Proposal No. 14-4069 and dated 04-23-2014,and is attached here, rhe Proposal is part of this Agreement. If you want the System to be monitored,you must sign our separate Monitoring and Services Agreement. El You thoroughly discussed the monitoring services available from us.You do not want the System or its signals to be monitored. If there is an alarm,you understand that no signal will be sent to a monitoring center,and that emergency personnel will not be called. Your Initials 3. Term. The original term of this Agreement is three years,and the Agreement automatically renews for successive one-year periods unless either party notifies the other in writing of its intent to terminate no less than 60 days before the expiration of the original or renewal period, 4. Payments;Terms. 4.1 System as Part of Service Payments, Installation Charge:$_ Monthly Service Charge:$ Payment Options:13 Monthly$_ 13 Quarterly:$,__ 0 Semi-Annually:$_ 0 Annually:$_(paid in same month as above) 4.2 Purchase Payments. Down Payment:$ Payment due on Completion of Rough Wiring:$ Payment upon Completion of Our Work:$ Other: Total Purchase Price:$ 1695.00 4.3 Payment Terms. You must pay us,our agents,or assigns the total price for all installation, labor,services,equipment,or materials to be installed or provided under this Agreement. If we provided the System as part of our service,you must pay the prorated fees for the month in which services begin. Payments are payable in advance,on the first day of the month,commencing on the date set forth above.Your payments shown above do not include any applicable tax. if any taxes are due,you must pay the tax in addition to your monthly payments.Our work does not include electrical work or asbestos abatement.You must not hold back or delay payment because of inclement or lack of suitable weather,while waiting for official building inspections,or for any other reason whatsoever.No finance charge or cost of credit is associated with this Agreement. 5. Disclaimer of Warranties; Liability;Consequential Damages. Our obligation to provide the System or any other services arises solely out of this Agreement and not through any other means.We do not represent or warrant that the System or service may not be compromised or by-passed;will detect or prevent all burglaries,hold-ups,personal emergencies,fires,smoke or water damage,or otherwise; or that it will in all cases provide the protection for which it was installed or intended.We or our agents or employees made no representations or warranties,express or implied,as to any matter whatsoever,including without limitation, the condition of the equipment,its merchantability,its fitness for any particular purpose,or noninfringement or title.You did not rely on any representation or warranty,express or implied.Any information provided or promise does not create an express warranty,and will be considered expressions of personal opinion only. If we were to have any liability greater than that agreed to by you in Paragraphs 10,20,and 24 of this Agreement,we could not and would not provide the System or services,and we could Commercial Security and Fire Installation and Services Agreement—Please read all pages! 0:91., Page I of 4 CL 02/2014 our Initials not provide the System or services at the rates contained here.The warranty provided in this Agreement gives you specific legal rights,and you may have other rights that vary from state-to-state.We are not liable for special,consequential,or incidental damages.Some states do not allow the exclusion or the limitation of consequential or incidental damages,so the above limitations or exclusions may not apply to you. 6. Access and Preparation, You will allow us to enter the Premises to install the System and will provide uninterrupted access. You accepted our Proposal and in doing so,approved the locations where the System devices will be placed. We will try to conceal all wires,but the existing structure or other obstructions may require some of the wires to be visible. You authorize us to make any preparation such as drilling holes,driving nails,making attachments,or doing other things necessary for installation or service of the System. 7. Hazards. Before installation begins,you must inform Lis where not to drill or expose because of pipes,wires,equipment,or hazardous materials. Unless so informed,we will decide where to drill holes and install equipment. We will use reasonable care to avoid concealed items,but have no way to determine with certainly if any exist.All costs to repair or replace pipes,wires,equipment, walls, ceilings,floors,or furnishings are your sole responsibility. We are not liable for property dannage,personal injury, illness,or other loss due to water intrusion, including without limitation,mold or rot. If asbestos or other hazardous materials are found during installation, we will stop all work until you,at your sole expense,obtain clearance from a licensed asbestos or hazardous waste removal contractor that no danger exists. We are not liable for the discovery of or exposure to asbestos or other hazardous materials. 8. Audible Alarm Shut Off. If your security System has an audible alarm,we will install a device that automatically shuts offthe audible alarm after it has sounded for not more than ten minutes after the first activation. No automatic shut-off for tire Systems is allowed. 9. Acceptance of Installation. After the System is installed,we will inspect the System together. Any error or omission in tile design,construction,or installation of the System must be brought to our attention in writing within 15 days after completion of installation. The installation is totally satisfactory to and accepted by you upon the expiration of 15 days, ACCEPTANCE The prices,specifications,and conditions in this Agreement are satisfactory.You understand,approve,and accept this Agreement,in particular Paragraphs 10,20,and 24,which set forth our maximum liability if there is any loss or damage to you or any third party.You may obtain a higher liability limit by paying an additional charge.You were advised that there are additional,different,or higher levels of protection and service available.The System provided is based upon your specific request,approval,and cost considerations,for which you must hold us harmless. [This language must be in 10-point bold] WARNING: Various System components or products may contain lead or other chemicals known to the State of California to cause cancer,birth defects,or other reproductive harm. YOUA""SERVICE Dated Dated: ALt 7h ed Print Your Name Title Company Representative 13 Corporation D LLC ,1 P n �hip 13 Sole Owner ' 1 Salesperson Name and No.: Your Signature: art **S I port t terms on other pages" ATTEST: 411— Sam Irwin, City Clerk Unless weelt ditfirove it in w`rffltt_n_g_Fy an authorized company representative,or(2)begin installation,this Agreement is not binding upon us.If we do not approve the Agreement,our sole liability is to refund the amount paid to us when you signed the Agreement. Not receiving a copy signed by us does not make this Agreement unenforceable. to. Limitation of Liability. 10.1 No Guarantee. We and our divisions or affiliates are not insurers of your real or personal property,data,or the personal safety of anyone on your Premises.You must obtain all property,life,health,disability,or business interruption insurance.The payments required are based solely upon the value of the System or service,and not on the value of your real or personal property or data,or the property of others located in or on your Premises. We make no guarantee or warranty,including an implied warranty of merchantability or fitness,that the System or services will prevent or avoid occurrences or the consequences of occurrences,that the System or services is designed to detect or avert. It is impractical and extremely difficult to determine in advance(a)the value of your real or personal property or data,or the property of others kept on the Premises,that may be lost, stolen,or damaged if the System or service does not operate properly;(b)the response time of the Monitoring Center,emergency personnel,or guard service,if any;(c)what portion,if any,of a loss,damage,personal injury,or death would be proximately caused by our failure to perform or our active or passive negligence;or(d)whether a camera or access control system would detect or prevent unauthorized intrusions or activities. 10.2 Amount of Liability. If we or our agents or employees are found liable for loss,damage,or injury of any kind whatsoever from our failure to perform any of our obligations under this Agreement;failure of the System,equipment,or set-vice in any manner; breach of warranty; tort;or our active or passive negligence,then our liability is limited to a sum equal to the total of six monthly payments at the time of the incident,or$2,000,whichever is less.This is not a penalty.This is your only remedy regardless of the legal theory used to find us liable. 10.3 More Protection. You may obtain a higher limitation of liability by paying an additional charge. If you elect this option,a rider will be attached to this Agreement stating the terms,conditions,and amount of the limited liability and the additional charge. Even if a rider is provided to you,we are not an insurer. It. Service and Repair. 11.1 Call. Call us at the number above to request service or repair. 11.2 Limited Warranty. If you purchased the System and if it does not operate properly,we will, upon your request,make all repairs and replace parts without cost to you for a period of one year from the date the System installation is complete. Our service and repair includes all parts and labor for repairs necessitated by ordinary wear and tear, excluding equipment not installed by us,batteries, security screens,hard drives,storage media,access control cards,or other disposable items.You must pay for those items at our then current rates for parts and labor,a one-hour minimum fee,and service call fees. 11.3 After-Warranty Service. If you purchased the System,after-warranty set-vice is provided as you request on a time- and-materials basis at our then current rates for parts and labor,a one-hour minimum fee,and service call fees. Payment must be made upon completion of the work. 11.4 Service and Repair. If we provided the System as part of our service and the System does not operate properly,we will, upon your request,make all repairs and replace parts without cost to you while this Agreement is in effect.Our service and repair includes all parts and labor for repairs necessitated by ordinary wear and tear, excluding equipment not installed by us,batteries, security screens,hard drives,storage media,access control cards,or other disposable items.Service and repair does not cover any Commei tial Security and Fire Installation and Services Agreement-Please read all pages! Page 2 of 4 CL 02/2014 Your Initials malfunction or damage caused by accident,misuse,acts of God,birds,rodents,or other animals,or installation or programming by anyone other than us.You must pay for excluded work or items at our then current rates for parts and labor, a one-hour minimum fee,and other service call fees. Payment must be made upon completion of the work. If anyone other than an authorized company representative attempts the repair,service,programming,or modification of any portion of the System, this Agreement is terminated immediately and we may immediately remove the System. 11.5 Repair or Replace; Remote Access.We may,in our sole discretion,either repair or replace the part,and may substitute new or reconditioned materials of equal quality at the time of replacement.If the repair costs exceed the replacement cost, we may replace the defective equipment with new or reconditioned equipment substantially equivalent to or with comparable features as the existing equipment,if available.The replacement equipment may have a higher or lower selling price than the original equipment you have. We may program,alter,or repair the System remotely,and you will allow us access to do so. 11.6 Hours. Service and repairs are usually performed as soon as reasonably possible, Service is provided between the hours of 9:00 a.m.and 5:00 p.m,, Monday through Friday,excluding holidays. Emergency service is available at all other times at our then current premium labor rate. We prefer that a responsible adult be at the Premises at the time of the service call, 11.7 Liability.We are not responsible for loss or damage while the System is under repair or is awaiting parts, Any repair, set ice,replacement,or addition of equipment by us after the initial installation or programming of the System is governed by this Agreement, in particular Paragraphs 10,20,and 24,which limit our liability. 11.8 Takeover of Other Systems. If we take over or provide service to the System,we are not liable for components or equipment not installed by us. 12. Your Duties as to Use of System; Battery and Device Replacement; Monitoring or System Permits. 12.1 Test. Immediately before securing the Premises,you or others using the security System must carefully and properly set the System,You must properly test the security System at least monthly during the term of this Agreement.If the System does not operate properly or ifthere is a power failure or other interruption at your Premises,you must notify us immediately. 1.2.2 Batteries. If your System uses wireless battery-operated devices,you must replace the batteries when the System emits a low-battery signal or at least every two years.You may also call us.We will replace the batteries at your expense at our then current rates for Parts and labor,and service call fees.If you fail to replace the batteries,or if the batteries are low or dead,the System will not function properly. 12.3 Carbon Monoxide Detectors. If you have carbon monoxide detectors,you must replace them at least every three years. 12.4 Interactive Services. Certain wireless or interactive services require a compatible computer,tablet,cell phone,or other device with internet and email access, Not all devices will work with these services and you must provide your own devices at your sole expense. Cellular data providers may charge additional fees for accessing the System on wireless devices,These charges are your sole responsibility, 12.5 Changes. You must immediately notify us of any changes to the Premises or to any fixtures,furniture,or equipment. You must immediately notify us of any changes to your telephone service,including the installation of DST,,BPL,Voice over Internet Protocol("VoIP"),or other internet-based telephone service. 12.6 Power. You must provide 24-hour electrical service and electrical outlets for the Systcrn. 12.7 Environment. You must provide adequate lighting for any camera or video system,and otherwise provide the proper environment for the System as reasonably requested.You will provide and maintain all storage media for the video system, 12.8 Permits. If required,obtaining and maintaining an alarm permit is your sole responsibility.You are solely responsible for paying fm-all alarm or system permits,licenses,or fees imposed by authorities having jurisdiction necessary for the use and operation ofthe System,and all other charges or fees imposed.You are solely responsible for determining whether the city,county,or governmental subdivision in which the Premises are located has or may later have statutes or ordinances requiring that you obtain and maintain a license or permit for the System. 12.9 Indemnity. You must defend and indemnify us from any claim made by another alarm company regarding its contract with you, 13. Change in Ownership of Premises. If you did not purchase the System,moving from your Premises does not relieve YOU Of Your obligations under this Agreement, 14. Your Plans and Specifications;Your Purchase Order. If the System is installed or replaced according to your plans and specifications,you must pay for all costs incurred for any work necessitated by errors in the plans provided. If there is any conflict between this Agreement and your purchase order or other document delivered to us,this Agreement governs whether the purchase order or document is delivered before or after this Agreement is fully signed. 15. Network or Server Vulnerability; Liability. YOU are solely responsible for the integrity and security of your data,software, devices,computer system,networks,servers,and other equipment, We are not liable for any loss or damage arising out of or relating to any unauthorized or improper access to,or use of your System or data.Your System may be connected to the internet.You understand that we do not operate or control the internet,and that viruses,worms,trojan horses,and other malicious or undesirable data,code,software,or Users may attempt to access or damage your data,devices,computers,and networks.We are not liable for such activities.We do not guarantee that the System or service will meet your requirements,that the service will be uninterrupted or error-free,or that encryption algorithms,associated keys,and other security measures will be secure or effective.You must notify us immediately if you upgrade your operating system or make any changes to your file mapping,or your System or devices are unable to access the internet or network set-vice. 16. Authorities Having Jurisdiction. You are solely responsible for all costs necessitated by changes in the regulations or standards of any authority having,jurisdiction, including the interpretation of the regulations and standards. You will promptly pay us for the cost of any changes to the Scope of Work tinder this Agreement that may be requested by the owner of the Premises ifyou are not the owner,or any authorities having.jurisdiction, including building and safety departments, State Fire Marshall, local fire or electrical departments, insurance companies, homeowners associations,or any other federal,state,or local agency. 17. Purchased Systems Title; Risk of Loss; Removal of System. Until you have paid its in full, we hold title to and have a security interest in the System. If you fail to pay for the System or our work in full,you must allow us to enter the Premises and remove all or any portion of the System and recover all damages to which we are entitled.Removal of the System is without prejudice to the collection of all sums due under this Agreement. After installation begins,you bear the entire risk of loss for the equipment or components, I f the System is removed firr any reason,we are not obligated to restore the Premises to its original condition or to redecorate the Premises. 18. Title to Systems Not Purchased;Security Interest; Risk of Loss; Removal of System. 18.1 Title;Security Interest. You understand that we are providing the System as part of our service,and that we hold title to the System,all components,yard signs,and window stickers at all times and that they may be removed by us. When the installation is complete,you will hold title to the wire,cable,and conduit only. You must not damage,lien,encumber, or dispose of any part of the System or permit the System to be damaged,encumbered,retrieved,tampered with,or repaired by anyone other than us. Installation of the System does not create a fixture to your Premises. By this Agreement,you grant us a security interest in the System and,if we need to Commercial Security and Fire Installation and Services Agreement—Please read all pages! Page 3 of 4 CL 02/2014 Your Initials perfect the interest,you will comply with all reasonable requests.If you do not own the Premises,you must obtain the written consent of the owner for the installation,removal,or abandonment of the System. 18.2 Risk of Loss;Insurance. Once installation begins,you bear the entire risk of loss for the System.You must maintain all risk insurance for damage to or loss of the System and all its components at your expense,and must name us as a loss payee on all insurance policies.If the System or any part of it is damaged or lost,you must pay us the reasonable value of the System or the cost of repair,which we will decide in our reasonable discretion. 18.3 Removal of System. When this Agreement expires or is terminated,or if you default,you must allow as immediately to enter the Premises and remove or deactivate all or any part of the System.You must return the System to us in good condition,except for reasonable wear and tear.We are not required to remove all or any part of the System, and we only elect to disable or abandon all or any, part of the System.Removing,disabling,or abandoning the System is without prejudice to the collection of all sums due under this Agreement or any extensions or renewals thereof.If the System is removed for any reason,we are not obligated to restore the Premises to its original condition or to redecorate the Premises. 19. Delay in Installation; Interruption of Service. We are not liable for any delay in the installation or service of the System,for the consequences of delay,or for any interruption of operation because of floods;storms;earthquakes;fire; power failures;strikes;riots;war, declared or undeclared;terrorism; insurrection; interruption or unavailability of telephone,cellular,cable,radio,Internet,or other transmission services;acts of Clod;or for any other cause beyond our control,regardless of cause or origin, If installation or service is suspended for these reasons,you must continue to pay tinder the terms of this Agreement. We are not required to provide installation, repair,or any other services to your while any of these causes exist. 20. Assignment; Rights of Subcontractors. We may assign this Agreement to any person or entity without notice to you, Without our prior written consent,you must not assign or transfer this Agreement.We may subcontract any of the work to be performed under this Agreement without notice to you. This Agreement,especially Paragraphs 10 and 24,protects our subcontractors or other service providers in the same way that the paragraphs protect us, 21. Default; Interest. 21.1 Default. Any of the following constitute your default under this Agreement: (a)failure to pay any amount provided in this Agreement within 30 days after the same is due;(b)failure to communicate or cooperate with us; (c)failure to perform any other obligations under this Agreement within ten days after written request;or(d)you become a debtor in a bankruptcy proceeding, If you default,we may discontinue all work or set-vices upon ten-days written notice to you,and accelerate and recover all amounts to become due tinder this Agreement,as well as all other sums to which we are entitled. 21.2 Interest. If any payment due is more than ten days late,you will pay simple interest on each past due payment in the amount of 18%per year calculated on a 360-day year(periodic rate of 1.5%per month or the maximum amount allowed by law]until the balance is paid in full,You will pay a service charge of$25 for each returned check. 22. Notices. All notices regarding this Agreement must be in writing and may be served by personal delivery;reputable overnight courier with delivery charges provided for;or certified mail,return-receipt requested and regular mail,with postage prepaid,to the addresses set forth in this Agreement or to any other address provided by one party to the other from time to time in writing. 23, Information and Privacy;Consent. Privacy cannot be guaranteed on telephone,cable,wireless,computer,and other systems.. We are riot liable to you for any claims or damages that may result from a lack of privacy experienced. You consent to us(a)using information about your location or you to administer services,offer you new products or services,enforce the terms of this Agreement, prevent fraud,and respond to regulatory and legal requirements; (b)providing information about you or your Premises,including personal information about individuals employed by you or who visit your Premises to emergency personnel or our subcontractors or assignees for the purpose of providing services or in response to a subpoena or other legal process;and(c)using and sharing aggregate customer information and statistics that do not include information that identities you or any individuals specifically.We may contact you by telephone,facsimile,e-mail,or other internet services,with respect to the System and services we provide tinder this Agreement,and new offerings of systems or services we may make available in the future, 24. Third Party Indemnification;Subrogation. You must immediately defend and indemnify us against all claims brought by others,including personal injury,tort,negligence,property damage,or death.This provision applies to all claims regardless of cause, including our or the System's performance or failure to perform;defects in products,design,installation,activation,or service;negligence; tort;warranty;contribution; indemnification;or strict products liability. So far as permitted by your liability or property insurance policy, you release its from all claims,whether the claims are made by or through you,including your insurance company or other parties,and must defend and indemnify us from all claims. You must notify your insurance company of these terms. 25. Time to Bring Suit;Venue;Governing Law. Any lawsuit or other legal proceeding arising out of or relating to this Agreement, whether based upon contract,tort,negligence,or otherwise,must be brought no later than one year after the claim arises.'This Agreement is made and entered into in Riverside County,California.Any legal proceeding arising out of or relating to this Agreement must be brought in Riverside County,California law applies to this Agreement regardless of choice-of-law rules. 26. Entire Agreement. "Chis Agreement is the final expression of and sets forth the entire agreement between us.No other agreements,representations,or warranties,express or implied,oral or written,have been made by any patty to the other with respect to this Agreement. All prior and contemporaneous conversations,negotiations,and warranties are not relied upon and are waived,This Agreement supersedes and replaces all prior oral or written agreements or understandings between us. This is air integrated agreement.This Agreement cannot be changed orally,and all changes must be in writing signed by both parties' authorized representatives. 27. Enforceability;Waiver. If any part of this Agreement is void,the remaining portions of the Agreement remain enforceable.No waiver of a breach of any term or condition of this Agreement is a waiver of any succeeding breach. 28. Interpretation;Construction. The captions are for convenience of reference only and have no force in the interpretation or construction of this Agreement, The neuter includes the masculine or feminine gender,and the singular includes the plural wherever the context requires.Each term of this Agreement is a condition to be fully performed. The rule of construction that ambiguities are resolved against the drafting patty does not apply in interpreting this Agreement. 29. Authorized Signatories;Duplicate. The individuals executing this Agreement are authorized signatories and have the full power to enter into this Agreement,and make the representations and warranties set forth here.Delivery of the executed Agreement by facsimile or other electronic means is as binding as delivery of an originally-executed Agreement.This Agreement and all documents arising out of or relating to this Agreement may be stored or reproduced by electronic or mechanical means,An electronic version of this Agreement is legally equivalent to tire original for all purposes,including litigation. 30. State Licenses. Alarm Company Operators are licensed and regulated by the Bureau of Security 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 regarding a patent act or omission is filed within four years of the date of the alleged violation. A complaint regarding a latent act or ornission pertaining to structural defects must be filed within ten 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. Commercial Security and Fire Installation and Services Agreement—Please read all pages! Page 4 of 4 CL 02/2014 lq*"(Your Initials . ~ ^ ACO 99 PACIFIC ALARM SERVICE C30/[20/CI5606733 (95I) 845'1666 ° Fax: (9Sl)769-l230www.pacNcabrm.cnm ATTACHMENT 1 1 PaAe_� o� Attachment To: ^ Commercial Purchase and Services Agreement Commercial System and Services Agreement Residential Sale And Services Agreement Monitoring Services Agreement SUBSCRIBER/CUSTOMER City of Redlands-Carriage Vouee Schedule ofEquipment and Services: ATTACHMENT. The following list ofequipment and schedule of work imincluded aspart ofthe base agreement#7O51 dated 04-28-2014 attached. All terms and conditions of the base agreement remain unchanged and in full force and effect, SCHEDULE OFDETECTION SCHEDULE:Subscriber Owned Fire Alarm System with Central Station Monitoring One Silent Knight fire alarm system communicator. One 12vdu7ahrechargeable battery. One smoke detector above fire control panel. Digital communication to Central Station with daily test signal via phone lines. Function test ofall devices under initial acceptance. All labor included. Central Station Monitoring ofsubscriber-owned fire alarm system. Inspection and testing ofsystem per NFpA72guidelines. Maintenance provided edadditional cost. |NT _L;�_� W ACO 99 PACIFIC ALARM SERVICE C10 C28 f C16 606732 521 Wellwood Avenue Beaumont,California 92223 Voice:(951) 845-1666# Fax:(951)769-1230 www.gacificalarm.com MONITORING AND SERVICES AGREEMENT Check all that apply: 0 RESIDENTIAL W COMMERCIAL 13 HARD WIRE 13 WIRELESS 0 CELLULAR 13 RADIO 13 INTERACTIVE SERVICES 13 INTRUSION MONITORING 0 HOLD UP OR DURESS 13 VIDEO MONITORING 0 WATER DETECTION wi FIRE MONITORING W FIRE TESTING AND INSPECTION 0 WATER FLOW VALVE SUPERVISION 0 UL FIRE RUNNER CCINTRACT# 7052 This Monitoring and Services Agreement is entered into on May 6 20 14 by and between City of Redlands- RPD Lockup Facility ("you,"*'your"),and Pacific Arm Service,a California corporation("we," us", our"). .......... YOUR INFORMATION YOU/Contact Perscm: City of R diands-RPD Lockup Facilitv Premises Addross: f270 E. Park Ave. Redlands, CA Billing Address: City of Redlands/Attn: Accounts Payabl6/ PO Box 3005'11,6_dlar ds"'ICAS�mmVl Phone: 909-798-7655 Cell Phone: 909-798-7655 Email: rcross@cityofred lands.org 1. Term. The original term of this Agreement is three years,and the Agreement automatically renews for successive one- year periods unless either party notifies the other in writing of its intent to terminate no less than 60 days before the expiration of the original or renewal period. 2. Monitoring Services; Communicator; Programming;Verification. 2.1 Monitoring. You chose the monitoring service,and agree that the service meets your needs. Additional,different,or higher levels of protection and service were discussed with you and are available from us at an additional cost.The signals or images,if any, from the security system or the signals from the fire system at the Premises("System")are monitored at our monitoring center or an independent monitoring center("Monitoring Center")that we select. If the System is retrieved for any reason,we are not obligated to restore the Premises to its original condition or to redecorate the Premises. Upon connection or activation ofyour security alarm system,we will thoroughly instruct you in the proper use ofthe System, 2.2, Communicator. We will install,cause to be installed,or program,whether in person or remotely,a communicator at your Premises to transmit System signals or images,if any,from your System to our Monitoring Center. All long-range radios, transceivers,and cellular or other communicators,and our yard signs and window stickers remain our property at all times and may be removed by us. When this Agreement expires or is terminated,you will immediately allow us to remove or deactivate, whether remotely or otherwise,the communicator. Until the communicator is deprogrammed,you are responsible for monitoring fees. 2.3 Program;Visual. We may program the System remotely,and you will allow us access to do so. If your law- enforcement or fire department requires or later requires visual or other verification procedures of an emergency before responding to a System signal,you must comply with the requirement and subscribe for that service if provided by us. We may charge an additional fee for that service. 13 If you are using a traditional phone line or an internet-based transmission to our Monitoring Center,you thoroughly discussed with us the availability of cellular or radio back-up transmission of alarm signals from the System to the Monitoring Center,and that these services are available at an additional cost.You do not want back-up transmission of alarm signals and understand that,if your transmission service is interrupted or disconnected,no signal will be sent to the Monitoring Center, and emergency personnel will not be called. Your Initials 3. Services and Payment. 3.1 Services. We will provide the following services and you will pay us as follows: 13 Monthly Monitoring of System as Part of Service IW Monthly Monitoring of Subscriber owned alarm system Fire Monitoring Services: lil Fire Monthly Basic Monitoring Services: $20 00 0 Fire Monitoring with UL Runner Services: 13 Fire Monitoring with UL Certificate annual/mo: $_ 13 Additional Fire Alarm Panel at Same Premises: $_ Intrusion Monitoring Services: 0 Monthly Monitoring Services—Basic $_ 0 Monthly Monitoring Services— with open/closing with supervision and notification by Monitoring Center: $_ 0 Monthly Monitoring Services—with open/closings E-mailed Weekly to You: $_ (E-mail Address: Monitoring and Services Agreement—Please read all pages! Page I of 6 CL 02/14 Your Initials I Additional Services per Month: 0 Cellular Transmission of Signals: 0 Radio Transmission of Signals: 0 Other Service: Other Services: 0 Fire inspection and Testing per attached Scope of Work, which is a part of this Agreement: TOTAL AMOUNT FOR ORIGINAL TERM: $ 60.00 Payment Options,R(Monthly—$K 00 13 Quarterly—$_ 0 Semi-Annually—$_ E3 Annually—$_(paid in same month as above) 3.2 Payment. You must pay the prorated fees for the month in which monitoring services begin. Payments are payable in advance,on the first day of the month, commencing on the date set forth above. Your payments shown above do not include any applicable tax, If any taxes are due,you must pay the tax in addition to your monthly payments. No finance charge or cost of credit is associated with this Agreement. ACCEPTANCE The prices,specifications,and conditions in this Agreement are satisfactory.You understand,approve,and accept this Agreement,in particular Paragraphs 11, 16,and 22,which set forth our maximum liability if there is any loss or damage to you or any third party.You understand that you may obtain a higher liability limit by paying an additional charge.You received a completed copy of this Agreement and, if you are a residential customer,two copies of the Notice of Right to Cancel.You were advised that there are additional,different,or higher levels of protection and service available.The services provided are based upon your specific request,approval,and cost considerations,for which you must hold us harmless. [language must be in 10-point bold] For our residential customers only—You,the buyer,may cancel this transaction at any time before midnight of the third business day after the date of this transaction.See the attached Notice of Right to Cancel form for an explanation of this right. 13 FAMILIARIZATION PERIOD REJECTED WARNING: Various System components or products may contain lead or other chemicals known to the State of California to cause cancer,birth defects,or other reproductive harm. YOU PACIFIC ALARM SERVICE Dated: Dated: Print Your Name/Title A kut orkized Company Representative 13 Corporation 0 LLC P r ersip 13 Sole Owner Salesperson Name and No.: Your Signature: mport terms on other pages" ATTEST:,, Sam Irwin, City Clerk Unless we either p ove it in writing by an authorized company representative,or(2)begin services,this Agreement is not binding upon us.If we do not approve the Agreement,our sole liability is to refund the amount paid to us when you signed the Agreement.Not receiving a copy signed by us does not make this Agreement unenforceable. Fire Inspection and Testing. 4.1 Test and Report.. You must inspect and test your fire System according to the applicable code and the frequency spvcifiM. 111you selected fire testing and inspection,we will test and inspect your System according to the applicable code, regulation,or guideline of the authority having jurisdiction of your Premises. We will record and update normal and abnormal conditions or characteristics for the System or the portion of the System being tested or inspected, including panels and other System devices or components as required. We will provide you with our written report and all other required materials within five business days of the test or inspection. Deficiencies will be provided within one business day or discussed during the inspection. Procedures performed,as well as any defects or deficiencies discovered and our recommendations,will be noted in our written report.We will return all paperwork or plans provided to us by you upon the completion of the tests or inspections or with the delivery of'our written report. 4.2 Access. You will permit us to enter the Premises to set-vice, inspect,or test the System and will provide uninterrupted access. While we are on the Premises,you will provide continuous electrical service. 4.3 (7ancellation. You will provide us a minimum of 24-hours notice of cancellation of a scheduled inspection or testing. You Will pay us a cancellation fee of$100 per scheduled inspection for cancellations not received on a timely basis. S. Disclaimer of Warranties; Liability; Consequential Damages. Our obligation to provide the System or any other services arises solely out of this Agreement and not through any other means.We do not represent or warrant that the Monitoring and Services Agreement—Please read all pages! Page 2 of 6 CIL 02/14 W"'Your Initials System or service may not be compromised or by-passed;will detect or prevent all burglaries,hold-ups,personal emergencies,fires,smoke or water damage,or otherwise; or that it will in all cases provide the protection for which it was installed or intended.We or our agents or employees made no representations or warranties,express or implied,as to any matter whatsoever,including without limitation,the condition of the equipment,its merchantability,its fitness for any particular purpose,or noninfringement or title.You did not rely on any representation or warranty,express or implied. Any information provided or promise does not create an express warranty,and will be considered expressions of personal opinion only. If we were to have any liability greater than that agreed to by you in Paragraphs 11,16,and 22 of this Agreement,we could not and would not provide the System or services,and we could not provide the System or services at the rates contained here.The warranty provided in this Agreement gives you specific legal rights,and you may have other rights that vary from state-to-state.We are not liable for special,consequential,or incidental damages. Some states do not allow the exclusion or the limitation of consequential or incidental damages,so the above limitations or exclusions may not apply to you. 6. Response to Signals. 6.1 Intrusion Signals. If we receive an intrusion signal,we will,without warranty,make reasonable efforts to reach you or someone at the Premises who is on your Call List(see Paragraph 14)and can verify whether an alarm is false. If we are unable to reach you or someone at the Premises,a second call attempt will be made to the next person on your Call List.Unless directed otherwise in writing by you,if we are unable to reach the first two people on your Call List or if we in our sole discretion question a response we have received,we will,without warranty,notify emergency personnel. 6.2 Holdup or Panic. If we receive a hold up,duress,or panic signal,we will,without warranty,call emergency personnel,and if requested in writing by you,notify you or your designated representative shown on your Call List. 63 Video or Images. if we receive video or images, if available, from your System,and we reasonably believe that the images do not indicate an emergency condition,we will,without warranty,make reasonable efforts to call you or someone at the Premises who is on your Call List and can verify whether an alarm is false.If we are unable to reach you or someone at the Premises,a second call attempt will be made to the next person on your Call List but we will not notify emergency personnel.If we reasonably believe that the images do indicate an emergency condition,we will,without warranty,call emergency personnel, and if requested in writing by you,call you or the designated person on your Call List. 6.4 Medical Emergency Signals. If we receive a medical emergency signal,we will, without warranty,make reasonable efforts to react)you or someone at the Premises who is on your Call List and can verify whether an emergency exists. If we are unable to reach you or someone at the Premises,a second call attempt will be made to the next person on your Call List,Unless directed otherwise in writing by you, if we are unable to reach you or the next person on your Call List,we will,without warranty, notify emergency personnel. Two-way voice communication is not provided and,if you push the medical button on your alarm keypad,you will need a telephone to talk with someone.The alarm siren will not sound when the medical button is activated, 6.5 Fire Signals;Cat-bon Monoxide Signals. If we receive a fire alarm signal from commercial premises,we will, without warranty,notify emergency personnel and notify you or your designated representative by calling the specified telephone number(s)on your Call List.Trouble or supervisory signals from your fire System are seat to your designated representative in the manner directed. If we receive a fire alarm signal from residential premises,we will,without warranty, make reasonable efforts to reach you or someone at the Premises who is on your Call List and can verify whether an alarm is false. If we are unable to reach you or the next person on your Call List,we will,without warranty,notify emergency personnel. 6.6 Forced Entry. You understand that emergency personnel may forcibly enter the Premises when they are told that we received a fire,medical emergency,or carbon monoxide signal from your Premises.You consent to this.You understand that damage to your property may occur and that you are responsible for all costs related to that damage, 6.7 Water Detection. If we receive a water detection signal,we will,without warranty,make reasonable efforts to call you or someone at the Premises who is on your Call List and can verify whether a condition exists. If we are Unable to reach you or someone at the Premises,a second call attempt will be made to the next person on your Call List but we will not notify emergency personnel.The alarm siren will not sound when a water detection signal is activated. 6.8 Interactive Services;Two-Way Voice. If you selected interactive services,you may receive customized email and text message alerts about System signals on your computer,tablet,smart phone,or other mobile device as well. Certain wireless or interactive services require a compatible computer,tablet,cell phone,or other device with internet and email access.Not all devices will work with these services and you must provide your own devices at your sole expense. You understand that we have no control over these devices,or your internet or email access. Cellular data providers may charge additional fees for accessing the System on wireless devices. These charges are your sole responsibility. If you selected emergency two-way voice service,there is a risk that the connection may be interrupted or unable to connect,that the call may be dropped,and that the sound quality coming through the System may be distorted or impossible to understand or hear. 6.9 Permits;Consent. Certain law-enforcement or emergency agencies will not respond to all alarm signal unless you have a valid alarm user permit,which you must keep current and renewed as required. See Paragraphs 13.7 and 13.8 for more information regarding alarm permits. If required to do so by any governmental authority or insurance interest,we may discontinue any particular form of response, You consent to the recording of all telephone calls with the Monitoring Center. 7. Familiarization Period. Except where required by law,unless you reject the familiarization period by initialing the checkbox above your signature,during a seven-day period(or any period required by law)following completion of installation and connection to the Monitoring Center(and during any applicable extensions),we have no obligation to,and will not,respond to any security alarm signal from your Premises that is received by our Monitoring Center. Even if an actual emergency occurs during this period,we have no obligation to,and will not,notify emergency personnel,you,or your designated representative,or take any other action with regard to a signal we receive. & Alarm Signal Transmission Methods. 8.1 Telephone Lines. You must pay all charges made by the telephone company or other utilities for installation or activation of service connections,telephone,jacks,leasing,and service charges of telephone lines connecting your Premises to our Monitoring('enter,All charges for the installation and continuity of telephone service connections for the System are your sole responsibility. Activation of the System will interrupt and disconnect any telephone call in progress.You will be unable to use that line for 911 or any other emergency service. For these reasons,we recommend a dedicated telephone line for your System. If your telephone service is out of order,disconnected,placed on vacation,or otherwise interrupted,signals from your System will not be received by our Monitoring Center during any interruption in telephone service.Interruptions will not be known to our Monitoring Center or us,and emergency personnel will not be called. YOU Must pay us for any costs incurred to reprogram the digital communicator to conform to telephone company-initiated changes in dialing procedures or area codes, Costs are based on our then current standard service call charge. We recommend two dedicated telephone lines for your fire System. 8.2 Cellular or Radio Transmission.If cellular or radio service is used as your primary or secondary transmission method,the System's communicator is connected to a cellular or radio network. The use of radio frequencies is controlled by the Federal Communications Commission ("FCC"),and changes in FCC rules,regulations,and policies may necessitate discontinuing Monitoring and Services Agreement,7 Please read all pages! Page 3 of 6 CIL 02/14 P*,�_Your Initials transmissions, You must pay all monthly service charges connecting your Premises to our Monitoring Center. Radio or cellular transmissions are subject to environmental conditions,including power failures and electrical storms,that are totally beyond our control. 8.3 Internet Transmission. Using DSL,BPL,Voice over Internet Protocol("Vol P"),or other internet-based set-vice may interfere with the signals sent by the System to the Monitoring Center.Signal transmission using these services can be sporadic.These services will not work without electrical power,and may interfere with your ability to call 911 or interfere with the telephone line-seizure feature of the System.To make sure that the System is operational and properly transmitting signals,you must inanediatelr test your System after installation of any of these services.Cellular or radio back-up is highly recommended if internet services are used. 9. False Alarms. If you cause an excessive number of false alarms through carelessness,or malicious or accidental use of the System,or if you in any manner misuse or abuse the System,your conduct is a material breach of contract. After giving you ten-days written notice,we may at our option,in addition to all other legal remedies,terminate this Agreement. You are solely responsible for all false alarm fines,penalties,or fees, including charges from a private guard service, if any, whether assessed against you or us. 10. Service or Repair Services. 10.1 Call. Call us at the number above to request service or repair, 10.2 Repair; Hours. Service or repair is provided on a time-and-materials basis at our then current rates for or parts and labor, a one-hour minimum fee,and other service call fees.Service is usually performed as soon as reasonably possible. Service or repair is provided Monday through Friday,excluding holidays,between the hours of 8:00 a.m.through 5:00 p.m. A responsible adult must be at the Premises at the time of the service call. Emergency service is available at all other times at our then current premium labor rate and service call fees. Payment must be made upon completion of the work. 10.3 Repair or Replace; Remote Access. We may,in our sole discretion,either repair or replace the part,and may substitute new or reconditioned materials of equal quality at the time of replacement. If the repair costs exceed the replacement cost,we may replace the defective equipment with new or reconditioned equipment substantially equivalent to or with comparable features as the existing equipment, if available.The replacement equipment may have a higher or lower selling price than the original equipment you have.We may program,alter,or repair the System remotely,and you will allow us access to do so. 10.4 U1,System Service Hours;Runner Service. Ut,System service or repair is provided seven days a week,365 days per year.Runner service is provided within the required response time to investigate or repair the System at our their current regular or premium rates as the case may be. Service performed Monday through Friday,excluding holidays,between the hours of 8:00 a.m.through 5:00 p.m.is charged at our then current regular rates for parts and labor,a one-hour minimum fee,and service call fees.Emergency service is available at all other times at our then current premium labor rate and service call fees. 10.5 Liability. We are not responsible for loss or damage while the System is under repair or is awaiting parts, Any repair, service,replacement,or addition of'equiptnent by us after the initial installation or programming of the System is governed by this Agreement,in particular Paragraphs 11, 16,and 22,which limit our liability. 10.6 Takeover of Other Systems. If we take over or provide service to the System,we are not liable for components or equipment not installed by us. it. Limitation of Liability. 11.1 NoGuarantee. We and our divisions or affiliates are not insurers of your real or personal property or data,or the personal safety of anyone on your Premises.This Agreement is not an insurance policy or a substitute for an insurance policy.You must obtain all property,life,health,disability,or business interruption insurance.The payments required are based solely upon the value of the System or service,and not on the value of your real or personal property or data,or the property of others located in or on your Premises.We make no guarantee or warranty,including an implied warranty of merchantability or fitness,that the System or service will prevent or avoid occurrences or the consequences of occurrences that the System or service is designed to detect or avert.It is impractical and extremely difficult to determine in advance (a)the value of your real or personal property or data,or the property of others kept on the Premises,that may be lost, stolen,or damaged if the System or service does not operate properly;(b)the response time of the Monitoring Center, emergency personnel,or guard service,if any;(e)what portion,if any,of a loss,damage,personal injury,or death would be proximately caused by our failure to perform or our active or passive negligence;or(d)whether a camera or access control system would detect or prevent unauthorized intrusions or activities. 11.2 Amount of Liability. If we or our agents or employees are found liable for loss,damage,or injury of any kind whatsoever from our failure to perform any of our obligations under this Agreement,failure of the System,equipment,or service in any manner,breach of warranty,tort,or our active or passive negligence,then our liability is limited to a sum equal to the total annual monitoring fees at the time of the incident or$1,500,whichever is greater.This is not a penalty. This is your only remedy regardless of the legal theory used to find the Monitoring Center or us liable. 11.3 More Protection. You may obtain a higher limitation of liability by paying an additional charge.If you elect this option,a rider will be attached to this Agreement stating the terms,conditions,and amount of the limited liability and the additional charge. Even if a rider is provided to you,we are not your insurer. 12. Interruption,Suspension,or Cancellation of Service. We are not liable for any delay in monitoring or service of the System, t'(.)r the consequences of delay,or for any interruption of operation because of floods-,storms;earthquakes; fire; power failures;strikes; riots;war,declared or undeclared;terrorism; insurrection;interruption or unavailability of telephone, cellular, cable,radio,Internet,or other transmission services;acts of God;or for any other cause beyond our control,regardless of cause or origin. We are not required to provide monitoring or other services to you while any of these causes exist. If services are suspended for these reasons,you must continue to pay under the terms of this Agreement. If the Monitoring('enter or your Premises or equipment are destroyed by fire or other catastrophe,are so substantially damaged that it is impractical to continue service,or if tire Monitoring Center or we are unable to render service,this Agreement will be suspended without notice. 13. Your Duties its to Use of System; Battery and Device Replacement; Monitoring or System Permits. 13.1 'Vest. Immediately betbre securing the Premises,you or others using the System must carefully and properly set the security System, You must properly test the System at least monthly during the term of this Agreement.If the System does not operate properly or if there is a power failure or other interruption at your Premises,you must notify us immediately, 13.2 Batteries. If your System uses wireless battery-operated devices,you must replace the batteries when the System emits a low-battery signal or at least every two years.You may also call us.We will replace the batteries at your expense at our then current rates for parts and labor,plus service call fees.If you fail to replace the batteries,or if the batteries are low or dead,the System will not function properly. 13.3 Carbon Monoxide Detectors. If you have carbon monoxide detectors,you must replace them at least every three years. Monitoring and Services Agreement—Please read all pages! Page 4 of 6 CL 02/14 Your Initials 13.4 Changes. You must immediately notify its of any changes to the Premises or to any fixtures,furniture,or equipment. You must immediately notify us of any changes to your telephone service,including the installation of DSL,BPL,Voice over Internet Protocol("Voll"'),or other internet-based telephone service. 13.5 Power. You must provide 24-hour electrical service and electrical outlets for the System. 13.6 Environment. You must provide adequate lighting for any camera or video system,and otherwise provide the proper environment for the System as reasonably requested. You will provide and maintain all storage media for the video system, 13.7 Permits. Monitoring may be subject to permit fees. If required,obtaining and maintaining an alarm permit is your sole responsibility.You are solely responsible for paying for all monitoring,alarm,or system permits, licenses,or fees imposed by authorities having jurisdiction necessary for the use and operation of the System,and all other charges or fees imposed.You are solely responsible for determining whether the city,county,or governmental subdivision in which the Premises are located has or may later have statutes or ordinances requiring that you obtain and maintain a license or permit for the System. 13.8 Notification. I-mless you have a valid alarm-user permit or license,which must be kept current and active as required, certain emergency personnel will not respond to in alarm signal. In order to request an emergency response,we must know your permit number. Until you obtain,at your expense,all necessary permits or licenses,and provide us with the license or permit number,we may not be able to notify emergency personnel of an alarm. 13.9 Indemnity. You must defend and indemnify us from any claim made by another alarm company regarding its contract with you, 14. Authorized Call List; Personnel. You will immediately give us a written list of names, relationship,titles,and telephone,cell,and pager numbers of all persons to be notified if there is an alarm and the order in which these persons are to be called("Call List"), You will also give us and keep current a written list of the names,titles,and phone numbers of all persons authorized to enter or remain on the Premises("Personnel List").If you are a commercial customer,you must give us a daily and holiday opening and closing schedules and all other information that we may require. All changes to your Call List or Personnel List must be given to us in writing only and become effective only upon our acknowledgment of receipt of the changes. If you choose an interactive service,you are solely responsible for creating and updating your profile on any remote service website. 15. Change in Ownership of Premises. Moving from your Premises does not relieve you of your obligations under this Agreement, 16. Assignment; Rights of Subcontractors. We may assign this Agreement to any person or entity without notice to you. Without our prior written consent,you must not assign or transfer this Agreement. We may subcontract any of the work or services to be performed under this Agreement,including monitoring,without notice to you,This Agreement,especially Paragraphs I I and 22,protects the Monitoring Center or our other subcontractors in the same way that the paragraphs protect us, 17. Default; Interest; Reactivation. 17.1 Default. Any of the following constitute your default under this Agreement-,(a)failure to pay any amount provided in this Agreement within ten days after the same is due;(b)failure to communicate or cooperate with us; (c)failure to perform any other obligations tinder this Agreement within tell days after written request;or(d)you become a debtor in a bankruptcy proceeding. If you default,we may discontinue all services upon ten-days written notice to you,and accelerate and recover all amounts to become due under this Agreement,as well as all other sums to which we are entitled, 17.2 Interest, If any payment due is more than ten days late,you will pay simple interest on each past due payment in the amount of 18%per year calculated on a 360-day year[periodic rate ofl.5%per month or the maximum amount allowed by law] until the balance is paid in full. You will pay a service charge of$25 for each returned check. 17.3 Reactivation. If we for any reason discontinue service and you desire to reactivate the service,reactivation is subject to a$75 fee and payment of all past due amounts. If the System cannot be reactivated remotely,and a service call is required,you rust also pay its our then current regular rates for parts and labor,and service call fees. 18. Change in Rates. 18.1 Increase. We may increase the monitoring or service fees at any time after the expiration of the initial term of this Agreement, but not more than once in any 12-month period,and upon giving you written notice 60 days in advance of tile effective date of the increase. If you do not want to pay the increased charge,you may cancel the then unexpired term of this Agreement by notifying us in writing 30 days before the effective date of the increase. 18.2 Taxes,Charges,and Fees. We may at any time increase the monitoring or service fees to reflect increases in federal, state,and local taxes, utility charges including telephone company charges,and municipal fees and charges,which are imposed on its and which relate to the services provided tinder this Agreement. You must pay all increased monitoring fees. 19, Notices. All notices regarding this Agreement must be in writing and may be served by personal delivery; by a reputable overnight carrier with all delivery charges provided for; or by certified mail,return-receipt requested,and regular mail,with postage prepaid,to the addresses set forth in this Agreement or to any other address provided by one party to the other from time to time in writing. 20. Information and Privacy. 20.1 Recording. We may monitor or electronically record video and audio related to monitored activity at your Premises,as well as conversations with you,emergency personnel in connection with employee training,quality control,and the provision of services.You consent to this. Privacy cannot be guaranteed on telephone,cable,wireless, computer,and other systems, We are not liable to you for any claims or damages that may result from a lack of privacy experienced, 20.2 Consent. You consent to us(a)using information about you and your location to administer services,offer you new products or services,enforce the terms of this Agreement,prevent fraud,and respond to regulatory and legal requirements;(b) providing information, including information contained on your Call List and other personal information,to emergency personnel or our subcontractors or assignees for the purpose of providing services or in response to a subpoena or other legal process;and(c) using and sharing aggregate customer information and statistics that do not include information that identifies you or any individuals personally. We may contact you by telephone,facsimile,e-mail,or other internet services,with respect to the System and services we provide tinder this Agreement, and new offerings of systems or services we may make available in the future, 21. Network or Server Vulnerability; Liability.You are solely responsible for the integrity and security of your data, software,devices,computer system,networks,servers,and other equipment. We are not liable for any loss or damage arising out of or relating to any unauthorized or improper access to,or use of your System or data. Your System may be connected to the internet,You understand that we do not operate or control the internet,and that viruses,worms,trojan horses,and other malicious or undesirable data,code,software,or users may attempt to access or damage your data,devices,computers,and networks. We are not liable for such activities. We do not guarantee that the System or service will meet your requirements,that the service will be Monitoring and Services Agreement—Please read all pages! Page 5 of 6 CL 02/14 h�Your Initials uninterrupted or error-free,or that encryption algorithms,associated keys,and other security measures will be secure or effective. You must notify us immediately if you upgrade your operating system or make any changes to your file mapping,or your System or devices are unable to access the internet or network service. 22, Third Party Indemnification;Subrogation.You must immediately defend and indemnify us against all claims brought by others,including personal injury,tort,negligence,property damage,or death.This provision applies to all claims regardless of cause,including our or the System's performance or failure to perform;defects in products,design, installation,activation,or set-vice;negligence;tort;warranty;contribution; indemnification;or strict products liability. So far as permitted by your liability or property insurance policy,you release us from all claims,whether the claims are made by or through you, including your insurance company or other parties,and must defend and indemnify us from all claims.You must notify your insurance company of these terms, 23. Time to Bring Suit;Venue; Governing Law. Any lawsuit or other legal proceeding arising out of or relating to this Agreement,whether based upon contract,tort,negligence,or otherwise,must be brought no later than one year after the claim arises,This Agreement is made and entered into in Riverside County,California.Any legal proceeding arising out of or relating to this Agreement must be brought in Riverside County.California law applies to this Agreement regardless of choice-of-law rules, 24. Entire Agreement. This Agreement is the final expression of and sets forth the entire agreement between the parties, No other agreements,representations,or warranties,express or implied,oral or written,have been made by any party to the other with respect to this Agreement, All prior and contemporaneous conversations,negotiations,and warranties are not relied upon and are waived. This Agreement supersedes and replaces all prior oral or written agreements or understandings between the parties. This is an integrated agreement.This Agreement cannot be changed orally,and all changes must be in writing signed by authorized representatives of'both parties. If there is any conflict between this Agreement and your purchase order or other document delivered to us,this Agreement governs whether the purchase order or document is delivered before or after this Agreement is fully signed. 25. Enforceability;Waiver. If any part of this Agreement is void,the remaining portions of the Agreement remain enforceable. No waiver of a breach of any term or condition of this Agreement is a waiver of any succeeding breach. 26, Interpretation; Construction. The captions are for convenience of reference only and have no force in the interpretation or construction of this Agreement. The neuter includes the masculine or feminine gender,and the singular includes the plural wherever the context requires, Each term of this Agreement is a condition to be fully performed. The rule of construction that ambiguities are resolved against the drafting party does not apply in interpreting this Agreement. 27. Authorized Signatories; Duplicate. The individuals executing this Agreement are authorized signatories and have the full power to enter into this Agreement,and make the representations and warranties set forth here.Delivery of the executed Agreement by facsimile or other electronic means is as binding as delivery of air originally-executed Agreement.This Agreement and all documents arising out of or relating to this Agreement may be stored or reproduced by electronic or mechanical means. An electronic version of this Agreement is legally equivalent to the original for all purposes,including litigation. 28. State Licenses. Alarm Company Operators are licensed and regulated by the Bureau of Security 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 regarding a patent act or omission is filed within four 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 years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar,Contractors' State License Board,P.0, Box 26000, Sacramento,Cal ifornia,95 826, Monitoring and Services Agreement—Please read all pages! Page 6 of 6 CL 02/14 Your Initials - ° ' - , ACO 99 PACIFIC ALARM SERVICE [10/[28/CI6606732 (95I) 845-1666 ° Fax: (951)7G9-1Z30www.pacifica|arm.com ATTACHMENT Page 1 of 1 Attachment To: Commercial Purchase and Services Agreement Commercial System and Services Agreement Residential Sale And Services Agreement » Monitoring Services Agreement SUBSCRIBER/CUSTOMER City of Red|anda-RPULookupFaci|ity Schedule ofEquipment and Services: ATTACHMENT. The following list ofequipment and schedule uf work|sincluded aspart ofthe base agreement#7O52 dated 04'23-14 attached. All terms and conditions of the base agreement remain unchanged and in full force and effect. SCHEDULE C>FDETECTION Subscriber Owned Fire Alarm System with Central Station Monitoring Reprogram existing fire control panel Uzcommunicate with new monitoring station. Testing pf10OY6ofall devices uzensure proper functionality. Digital communication toCentral Station with monthly test report. Central Station Monitoring ofsubscriber owned fire alarm system. Inspection and testing mfsystem per NFPA72guidelines. Maintenance provided atadditional cost, Reprogram existing system, Conversion$2G5.UO |0T`g�~�_