HomeMy WebLinkAboutMatson Alarm Co Inc. Service Agreement (Melody Park) - 1-31-24 i
SERVICE AGREEMENT
CITY OF FRESNO, CALIFORNIA
THIS AGREEMENT (Agreement) is made and entered into, effective on
f 3 f /zC1 by and between the CITY OF FRESNO, a California
muni is pal corporati , and Matson Alarm Company, INC. (Service Provider).
RECITALS
WHEREAS, City desires to obtain alarm system installation, monitoring, and maintenance
services for Melody Park (Project); and
WHEREAS, Service Provider is engaged in the business of furnishing such services as
an electronic security system provider and hereby represents that it desires to and is
professionally and legally capable of performing the services called for by this Agreement;
and
WHEREAS, Service Provider acknowledges that this Agreement is subject to the
requirements of Fresno Municipal Code Section 4-107; and
WHEREAS, this Agreement will be administered for City by its PARCS Director
(Administrator) or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions,
and premises hereinafter contained to be kept and performed by the respective parties,
it is mutually agreed as follows:
1. Scope of Services. Service Provider shall perform to the satisfaction of City the
services described in Exhibit A, including all work incidental to, or necessary to
perform, such services even though not specifically described in Exhibit A.
2. Term of Agreement and Time a for Performance. This Agreement shall be effective
from the date first set forth above (Effective Date) and shall continue in full force
and effect through 12/31/2025, subject to any earlier termination in accordance
with this Agreement. The services of Service Provider as described in Exhibit A
are to commence upon the Effective Date and shall be completed in a sequence
assuring expeditious completion, but in any event, all such services shall be
completed prior to expiration of this Agreement and in accordance with any
performance schedule set forth in Exhibit A.
3. Compensation.
(a) Service Provider's sole compensation for satisfactory performance of all
services required or rendered pursuant to this Agreement and shall not
exceed $10,000, paid on the basis of the rates set forth in the schedule of
fees and expenses contained in Exhibit A. Such fee includes all expenses
incurred by Service Provider in performance of the services.
(b) Detailed statements shall be rendered monthly for services performed in the
preceding month and will be payable in the normal course of City business.
City shall not be obligated to reimburse any expense for which it has not
received a detailed invoice with applicable copies of representative and
identifiable receipts or records substantiating such expense.
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(c) The parties may modify this Agreement to increase or decrease the scope
of services or provide for the rendition of services not required by this
Agreement, which modification shall include an adjustment to Service
Provider's compensation. Any change in the scope of services must be
made by written amendment to the Agreement signed by an authorized
representative for each party. Service Provider shall not be entitled to any
additional compensation if services are performed prior to a signed written
amendment.
4. Termination, Remedies, and Force Majeure.
(a) This Agreement shall terminate without any liability of City to Service
Provider upon the earlier of: (i) Service Provider's filing for protection under
the federal bankruptcy laws, or any bankruptcy petition or petition for
receiver commenced by a third party against Service Provider; (ii) seven
calendar days' prior written notice with or without cause by City to Service
Provider; (iii) City's non-appropriation of funds sufficient to meet its
obligations hereunder during any City fiscal year of this Agreement, or
insufficient funding for the Project; or(iv) expiration of this Agreement.
(b) Immediately upon any termination or expiration of this Agreement, Service
Provider shall (i) immediately stop all work hereunder; (ii) immediately
cause any and all of its subcontractors to cease work; and (iii) return to City
any and all unearned payments and all properties and materials in the
possession of Service Provider that are owned by City. Subject to the terms
of this Agreement, Service Provider shall be paid compensation for services
satisfactorily performed prior to the effective date of termination. Service
Provider shall not be paid for any work or services performed or costs
incurred which reasonably could have been avoided.
(c) In the event of termination due to failure of Service Provider to satisfactorily
perform in accordance with the terms of this Agreement, City may withhold
an amount that would otherwise be payable as an offset to, but not in excess
of, City's damages caused by such failure. In no event shall any payment
by City pursuant to this Agreement constitute a waiver by City of any breach
of this Agreement which may then exist on the part of Service Provider, nor
shall such payment impair or prejudice any remedy available to City with
respect to the breach.
(d) Upon any breach of this Agreement by Service Provider, City may
(i) exercise any right, remedy (in contract, law or equity), or privilege which
may be available to it under applicable laws of the State of California or any
other applicable law; (ii) proceed by appropriate court action to enforce the
terms of the Agreement; and/or (iii) recover all direct, indirect,
consequential, economic and incidental damages for the breach of the
Agreement. If it is determined that City improperly terminated this
Agreement for default, such termination shall be deemed a termination for
convenience.
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(e) Service Provider shall provide City with adequate written assurances of
future performance, upon Administrator's request, in the event Service
Provider fails to comply with any terms or conditions of this Agreement.
(f) Service Provider shall be liable for default unless nonperformance is caused
by an occurrence beyond the reasonable control of Service Provider and
without its fault or negligence such as, acts of God or the public enemy, acts
of City in its contractual capacity, fires, floods, epidemics, quarantine
restrictions, strikes, unusually severe weather, and delays of common
carriers. Service Provider shall notify Administrator in writing as soon as it
is reasonably possible after the commencement of any excusable delay,
setting forth the full particulars in connection therewith, and shall remedy
such occurrence with all reasonable dispatch, and shall promptly give
written notice to Administrator of the cessation of such occurrence.
5. Confidential Information and Ownership of Documents.
(a) Any reports, information, or other data prepared or assembled by Service
Provider pursuant to this Agreement shall not be made available to any
individual or organization by Service Provider without the prior written
approval of the Administrator. During the term of this Agreement, and
thereafter, Service Provider shall not, without the prior written consent of
City, disclose to anyone any Confidential Information. The term Confidential
Information for the purposes of this Agreement shall include all proprietary
and confidential information of City, including but not limited to business
plans, marketing plans, financial information, materials, compilations,
documents, instruments, models, source or object codes and other
information disclosed or submitted, orally, in writing, or by any other medium
or media. All Confidential Information shall be and remain confidential and
proprietary in City.
(b) Any and all writings and documents prepared or provided by Service
Provider pursuant to this Agreement are the property of City at the time of
preparation and shall be turned over to City upon expiration or termination
of the Agreement. Service Provider shall not permit the reproduction or use
thereof by any other person except as otherwise expressly provided herein.
(c) If Service Provider should subcontract all or any portion of the services to
be performed under this Agreement, Service Provider shall cause each
subcontractor to also comply with the requirements of this Section 5.
(d) This Section 5 shall survive expiration or termination of this Agreement.
6. Level of Skill. It is further mutually understood and agreed by and between the
parties hereto that inasmuch as Service Provider represents to City that Service
Provider and its subcontractors, if any, are skilled in the profession and shall
perform in accordance with the standards of said industry necessary to perform
the services agreed to be done by it under this Agreement, City relies upon the
skill of Service Provider and its subcontractors, if any, to do and perform such
services in a skillful manner and Service Provider agrees to thus perform the
services and require the same of any subcontractors. Therefore, any acceptance
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r
of such services by City shall not operate as a release of Service Provider or any
subcontractors from said industry and professional standards.
7. Indemnification. To the furthest extent allowed by law, including California Civil
Code section 2782, Consultant shall indemnify, hold harmless and defend City and
each of its officers, officials, employees, agents and volunteers from any and all
loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract,
tort or strict liability, including but not limited to personal injury, death at any time
and property damage), and from any and all claims, demands and actions in law
or equity (including reasonable attorney's fees, litigation expenses and cost to
enforce this agreement) that arise out of, pertain to, or relate to the negligence,
recklessness or willful misconduct of Consultant, its principals, officers,
employees, agents, or volunteers in the performance of this Agreement.
If Consultant should subcontract all or any portion of the services to be performed
under this Agreement, Consultant shall require each subcontractor to indemnify,
hold harmless and defend City and each of its officers, officials, employees,
agents, and volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(a) Throughout the life of this Agreement, the Consultant shall pay for and
maintain in full force and effect all insurance as required in Exhibit B, which
is incorporated into and part of this Agreement, with an insurance
company(ies) either (i) admitted by the California Insurance Commissioner
to do business in the State of California and rated no less than "A-VI I" in the
Best's Insurance Rating Guide, or(ii) as may be authorized in writing by the
City's Risk Manager or designee at any time and in its sole discretion. The
required policies of insurance as stated in Exhibit B shall maintain limits of
liability of not less than those amounts stated therein. However, the
insurance limits available to the City, its officers, officials, employees,
agents, and volunteers as additional insureds, shall be the greater of the
minimum limits specified therein or the full limit of any insurance proceeds
to the named insured.
(b) If at any time during the life of the Agreement or any extension, the
Consultant or any of its subcontractors/sub-consultants fail to maintain any
required insurance, all services and work under this Agreement shall be
discontinued immediately, and all payments due, or that become due, to the
Consultant shall be withheld until insurance is in compliance with the
requirements. Any failure to maintain the required insurance shall be
sufficient cause for the City to terminate this Agreement. No action taken by
the City pursuant to this section shall in any way relieve the Consultant of
its responsibilities under this Agreement. The phrase "fail to maintain any
required insurance" shall include, without limitation, notification received by
the City that an insurer has commenced proceedings, or has had
proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by the Consultant shall not be deemed
to release or diminish the liability of the Consultant, including, without
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limitation, liability under the indemnity provisions of this Agreement. The
duty to indemnify the City shall apply to all claims and liability regardless of
whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by the
Consultant. Approval or purchase of any insurance contracts or policies
shall in no way relieve from liability nor limit the liability of the Consultant,
its principals, officers, agents, employees, persons under the supervision of
the Consultant, vendors, suppliers, invitees, consultants, sub-consultants,
subcontractors, or anyone employed directly or indirectly by any of them.
9. Conflict of Interest and Non-Solicitation.
(a) Prior to City's execution of this Agreement, Service Provider shall complete
a City of Fresno conflict of interest disclosure statement in the form as set
forth in Exhibit C. During the term of this Agreement, Service Provider shall
have the obligation and duty to immediately notify City in writing of any
change to the information provided by Service Provider in such statement.
(b) Service Provider shall comply, and require its subcontractors to comply,
with all applicable (i) professional canons and requirements governing
avoidance of impermissible client conflicts; and (ii) federal, state, and local
conflict of interest laws and regulations including, without limitation,
California Government Code Section 1090 et. seq., the California Political
Reform Act (California Government Code Section 87100 et. seq.) and the
regulations of the Fair Political Practices Commission concerning disclosure
and disqualification (2 California Code of Regulations Section 18700 et.
seq.). At any time, upon written request of City, Service Provider shall
provide a written opinion of its legal counsel and that of any subcontractor
that, after a due diligent inquiry, Service Provider and the respective
subcontractors)are in full compliance with all laws and regulations. Service
Provider shall take, and require its subcontractors to take, reasonable steps
to avoid any appearance of a conflict of interest. Upon discovery of any facts
giving rise to the appearance of a conflict of interest, Service Provider shall
immediately notify City of these facts in writing.
(c) In performing the work or services to be provided hereunder, Service
Provider shall not employ or retain the services of any person while such
person either is employed by City or is a member of any City council,
commission, board, committee, or similar City body. This requirement may
be waived in writing by the City Manager, if no actual or potential conflict is
involved.
(d) Service Provider represents and warrants that it has not paid or agreed to
pay any compensation, contingent or otherwise, direct or indirect, to solicit,
or procure this Agreement or any rights/benefits hereunder.
(e) Service Provider and any of its subcontractors shall have no interest, direct
or indirect, in any other contract with a third party in connection with this
Project unless such interest is in accordance with all applicable law and fully
disclosed to and approved by the City Manager, in advance and in writing.
Notwithstanding any approval given by the City Manager under this
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provision, Service Provider shall remain responsible for complying with
Section 9(a), above.
(f) If Service Provider should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, Service
Provider shall include the provisions of this Section 9 in each subcontract
and require its subcontractors to comply therewith.
(g) This Section 9 shall survive expiration or termination of this Agreement.
10. E�gcyclinq Program. In the event Service Provider maintains an office or operates
a facility(ies), or is required herein to maintain or operate same, within the
incorporated limits of the City of Fresno, Service Provider at its sole cost and
expense shall:
(a) Immediately establish and maintain a viable and ongoing recycling
program, approved by City's Solid Waste Management Division, for each
office and facility. Literature describing City recycling programs is available
from City's Solid Waste Management Division and by calling City of Fresno
Recycling Hotline at (559) 621-1111.
(b) Immediately contact City's Solid Waste Management Division at (559) 621-
1452 and schedule a free waste audit, and cooperate with such Division in
their conduct of the audit for each office and facility.
(c) Cooperate with and demonstrate to the satisfaction of City's Solid Waste
Management Division the establishment of the recycling program in
paragraph (a) above and the ongoing maintenance thereof.
11. General Terms.
(a) Except as otherwise provided by law, all notices expressly required of City
within the body of this Agreement, and not otherwise specifically provided
for, shall be effective only if signed by the Administrator or designee.
(b) Records of Service Provider's expenses pertaining to the Project shall be
kept on a generally recognized accounting basis and shall be available to
City or its authorized representatives upon request during regular business
hours throughout the life of this Agreement and for a period of three years
after final payment or, if longer, for any period required by law. In addition,
all books, documents, papers, and records of Service Provider pertaining to
the Project shall be available for the purpose of making audits,
examinations, excerpts, and transcriptions for the same period of time. If
any litigation, claim, negotiations, audit or other action is commenced before
the expiration of said time period, all records shall be retained and made
available to City until such action is resolved, or until the end of said time
period whichever shall later occur. If Service Provider should subcontract
all or any portion of the services to be performed under this Agreement,
Service Provider shall cause each subcontractor to also comply with the
requirements of this paragraph. This Section 11(b) shall survive expiration
or termination of this Agreement.
(c) Prior to execution of this Agreement by City, Service Provider shall have
provided evidence to City that Service Provider is licensed to perform the
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services called for by this Agreement (or that no license is required), If
Service Provider should subcontract all or any portion of the work or
services to be performed under this Agreement, Service Provider shall
require each subcontractor to provide evidence to City that subcontractor is
licensed to perform the services called for by this Agreement (or that no
license is required) before beginning work.
12. Nondiscrimination. To the extent required by controlling federal, state and local
law, Service Provider shall not employ discriminatory practices in the provision of
services, employment of personnel, or in any other respect on the basis of race,
religious creed, color, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, sex, age, sexual orientation, ethnicity, status as
a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and
during the performance of this Agreement, Service Provider agrees as follows:
(a) Service Provider will comply with all applicable laws and regulations
providing that no person shall, on the grounds of race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical
condition, marital status, sex, age, sexual orientation, ethnicity, status as a
disabled veteran or veteran of the Vietnam era be excluded from
participation in, be denied the benefits of, or be subject to discrimination
under any program or activity made possible by or resulting from this
Agreement.
(b) Service Provider will not discriminate against any employee or applicant for
employment because of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran
or veteran of the Vietnam era. Service Provider shall ensure that applicants
are employed, and the employees are treated during employment, without
regard to their race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era. Such requirement shall apply to Service Provider's
employment practices including, but not be limited to, the following:
employment, upgrading, demotion or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. Service
Provider agrees to post in conspicuous places, available to employees and
applicants for employment, notices setting forth the provision of this
nondiscrimination clause.
(c) Service Provider will, in all solicitations or advertisements for employees
placed by or on behalf of Service Provider in pursuit hereof, state that all
qualified applicants will receive consideration for employment without
regard to race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era.
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(d) Service Provider will send to each labor union or representative of workers
with which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union or workers'
representatives of Service Provider's commitment under this section and
shall post copies of the notice in conspicuous places available to employees
and applicants for employment.
(e) If Service Provider should subcontract all or any portion of the services to
be performed under this Agreement, Service Provider shall cause each
subcontractor to also comply with the requirements of this Section 12.
13. Independent Contractor.
(a) In the furnishing of the services provided for herein, Service Provider is
acting solely as an independent contractor. Neither Service Provider, nor
any of its officers, agents, or employees shall be deemed an officer, agent,
employee, joint venturer, partner, or associate of City for any purpose. City
shall have no right to control or supervise or direct the manner or method
by which Service Provider shall perform its work and functions. However,
City shall retain the right to administer this Agreement so as to verify that
Service Provider is performing its obligations in accordance with the terms
and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture between
Service Provider and City. Service Provider shall have no authority to bind
City absent City's express written consent. Except to the extent otherwise
provided in this Agreement, Service Provider shall bear its own costs and
expenses in pursuit thereof.
(c) Because of its status as an independent contractor, Service Provider and
its officers, agents, and employees shall have absolutely no right to
employment rights and benefits available to City employees. Service
Provider shall be solely liable and responsible for all payroll and tax
withholding and for providing to, or on behalf of, its employees all employee
benefits including,without limitation, health,welfare and retirement benefits.
In addition, together with its other obligations under this Agreement, Service
Provider shall be solely responsible, indemnify, defend and save City
harmless from all matters relating to employment and tax withholding for
and payment of Service Provider's employees, including, without limitation,
(i) compliance with Social Security and unemployment insurance
withholding, payment of workers compensation benefits, and all other laws
and regulations governing matters of employee withholding, taxes and
payment; and (ii) any claim of right or interest in City employment benefits,
entitlements, programs and/or funds offered employees of City whether
arising by reason of any common law, de facto, leased, or co- employee
rights or other theory. It is acknowledged that during the term of this
Agreement, Service Provider may be providing services to others unrelated
to City or to this Agreement.
14. Notices.Any notice required or intended to be given to either party under the terms
of this Agreement shall be in writing and shall be deemed to be duly given if
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delivered personally, transmitted by facsimile followed by telephone confirmation
of receipt, or sent by United States registered or certified mail, with postage
prepaid, return receipt requested, addressed to the party to which notice is to be
given at the party's address set forth on the signature page of this Agreement or
at such other address as the parties may from time to time designate by written
notice. Notices served by United States mail in the manner above described shall
be deemed sufficiently served or given at the time of the mailing thereof.
15. Binding. Subject to Section 16, below, once this Agreement is signed by all parties,
it shall be binding upon, and shall inure to the benefit of, all parties, and each
parties' respective heirs, successors, assigns, transferees, agents, servants,
employees and representatives.
16. Assignment.
(a) This Agreement is personal to Service Provider and there shall be no
assignment by Service Provider of its rights or obligations under this
Agreement without the prior written approval of the City Manager or
designee. Any attempted assignment by Service Provider, its successors or
assigns, shall be null and void unless approved in writing by the City
Manager or designee.
(b) Service Provider hereby agrees not to assign the payment of any monies
due Service Provider from City under the terms of this Agreement to any
other individual(s), corporation(s) or entity(ies). City retains the right to pay
any and all monies due Service Provider directly to Service Provider.
17. Compliance With Law. In providing the services required under this Agreement,
Service Provider shall at all times comply with all applicable laws of the United
States, the State of California and City, and with all applicable regulations
promulgated by federal, state, regional, or local administrative and regulatory
agencies, now in force and as they may be enacted, issued, or amended during
the term of this Agreement.
18. Waiver. The waiver by either party of a breach by the other of any provision of this
Agreement shall not constitute a continuing waiver or a waiver of any subsequent
breach of either the same or a different provision of this Agreement. No provisions
of this Agreement may be waived unless in writing and signed by all parties to this
Agreement. Waiver of any one provision herein shall not be deemed to be a waiver
of any other provision herein.
19. Governing Law and Venue. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of California, excluding,
however, any conflict of laws rule which would apply the law of another jurisdiction.
Venue for purposes of the filing of any action regarding the enforcement or
interpretation of this Agreement and any rights and duties hereunder shall be
Fresno County, California.
20. Headings. The section headings in this Agreement are for convenience and
reference only and shall not be construed or held in any way to explain, modify or
add to the interpretation or meaning of the provisions of this Agreement.
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21. Severability. The provisions of this Agreement are severable. The invalidity, or
unenforceability of any one provision in this Agreement shall not affect the other
provisions.
22. Interpretation. The parties acknowledge that this Agreement in its final form is the
result of the combined efforts of the parties and that, should any provision of this
Agreement be found to be arribiguous in any way, such ambiguity shall not be
resolved by construing this Agreement in favor of or against either party, but rather
by construing the terms in accordance with their generally accepted meaning.
23. Attorney's Fees. If either party is required to commence any proceeding or legal
action to enforce or interpret any term, covenant or condition of this Agreement,
the prevailing party in such proceeding or action shall be entitled to recover from
the other party its reasonable attorney's fees and legal expenses.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the
reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents. In the event of any conflict between the body of this
Agreement and any exhibit or attachment hereto, the terms and conditions of the
body of this Agreement shall control and take precedence over the terms and
conditions expressed within the exhibit or attachment. Furthermore, any terms or
conditions contained within any exhibit or attachment hereto which purport to
modify the allocation of risk between the parties, provided for within the body of
this Agreement, shall be null and void.
26. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.
27. No Third Party Beneficiaries. The rights, interests, duties, and obligations defined
within this Agreement are intended for the specific parties hereto as identified in
the preamble of this Agreement. Notwithstanding anything stated to the contrary
in this Agreement, it is not intended that any rights or interests in this Agreement
benefit or flow to the interest of any third parties.
28. Extent of Agreement. Each party acknowledges that they have read and fully
understand the contents of this Agreement. This Agreement represents the entire
and integrated agreement between the parties with respect to the subject matter
hereof and supersedes all prior negotiations, representations or agreements,
either written or oral. This Agreement may be modified only by written instrument
duly authorized and executed by both City and Service Provider.
29. The City Manager, or designee, is hereby authorized and directed to execute and
implement this Agreement. The previous sentence is not intended to delegate any
authority to the City Manager to administer the Agreement, any delegation of
authority must be expressly included in the Agreement.
[SIGNATURES FOLLOW ON THE NEXT PAGE.)
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO, Matson Alarm Company,
a California municipal corporation INC.
By: By:
AA�vn Aguirr , ire ❑r Eric Garner
City of Fresno PARCS D partment Name:
APPROVED AS TO FORM: Title: -Fa
ANDREW JANZ f3tionkILC., Epard Chair,
City A e r i e re .
By.V
Angela M. Karst 1 Date Name: ;Zjel B itey
Senior Deputy City Attorney
Title: �CFO
ATTEST: (If corkorati96 or LLC., CFO,T asurer,
TODD STERMER, CMC Secrets or AssiVant Secreta }
City Clerk
Deputy �`�n(`J o Date
Addresses:
City:
City of Fresno Service Provider:
Attention: Joseph Portale, Project Matson Alarm Company
Administrator Attention: Devin Cazares-Munoz,
1515 E Divisadero St Outside Security Consultant
Fresno, CA 93721 581 W Fallbrook Ave. Suite #100
Phone: (559) 621-2900 Fresno, CA, 93711
E-mail: joseph.portale@fresno.gov Phone: 559-431-6291
E-mail: devin.cazares-
munos@pyebarkerfs.com
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
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EXHIBIT A
SCOPE OF SERVICES
Service Agreement between City of Fresno
and Matson Alarm Company
Melody Park Alarm Sys_t_em Installation and Service
Install ProA7 near the front entrance of the Melody Park Community Center. Install nine
door sensors, two motion detectors on each corner inside the building, and five glass
break detectors to cover all windows.
Provide monthly monitoring service for the alarm system described above through the
end of December, 2025.
Purchase price of$2,271.12 with a$454.22 down payment balance due upon completion
of installation $1,816.90. Monthly recurring services due monthly of$44.90; as provided
below.
Burg System:
QTY Description
1 Honeywell home ProSeries all in one panel.
1 Honeywell Home PROLTE42 ProSeries LTE Cellular Co
6 Honeywell Wireless Two-Way Window/Door Contact
4 Pro-Series Wireless Glassbreak Detector
1 PROSIXPIR ProSeries Six Two-Way Wireless Motion Se
Labor: QTY Description:
8 Prevailing Wage
Services: Monthly
Code Description Monthly Amt Ext. Price
RMON Monitoring $29.95 $29.95
RSMAINFULL Maintenance (Full) $09.95 $9.95
RMONTOTCON Total Connect $05.00 $5.00
Total Proposal Amount$1,869.42
Recurring Services Total Monthly $44.90
Recurring Services Total Annually $538.80
The City shall have the right to renew monthly monitoring service for two (2) one (1)year
periods subject to the terms and conditions as set forth in this service agreement.
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EXHIBIT B
INSURANCE REQUIREMENTS
Service Agreement between City of Fresno (City)
and Matson Alarm Company (Service Provider)
Melody Park Alarm System installation and Service
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General
Liability Coverage Form CG 00 01, providing liability coverage arising out of your
business operations. The Commercial General Liability policy shall be written on
an occurrence form and shall provide coverage for "bodily injury,' "property
damage" and "personal and advertising injury" with coverage for premises and
operations (including the use of owned and non-owned equipment), products and
completed operations, and contractual liability (including, without limitation,
indemnity obligations under the Agreement) with limits of liability not less than
those set forth under"Minimum Limits of Insurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01,
providing liability coverage arising out of the ownership, maintenance or use of
automobiles in the course of your business operations. The Automobile Policy
shall be written on an occurrence form and shall provide coverage for all owned,
hired, and non-owned automobiles or other licensed vehicles (Code 1-Any Auto).
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
MINIMUM LIMITS OF INSURANCE
SERVICE PROVIDER, or any party the SERVICE PROVIDER subcontracts with, shall
maintain limits of liability of not less than those set forth below. However, insurance
limits available to CITY, its officers, officials, employees, agents and volunteers as
additional insureds, shall be the greater of the minimum limits specified herein or
the full limit of any insurance proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work performed under
the Agreement.
ALL-B GSP Agt Not to Exceed(06-2023)
Page 1 of 4
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS' COMPENSATION INSURANCE as required by the State of California
with statutory limits.
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
UMBRELLA OR EXCESS INSURANCE
In the event SERVICE PROVIDER purchases an Umbrella or Excess insurance
policy(ies) to meet the "Minimum Limits of Insurance," this insurance policy(ies)
shall "follow form" and afford no less coverage than the primary insurance
policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also
apply on a primary and non-contributory basis for the benefit of the CITY, its
officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
SERVICE PROVIDER shall be responsible for payment of any deductibles contained in
any insurance policy(ies) required herein and SERVICE PROVIDER shall also be
responsible for payment of any self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
1. The Commercial General Liability policy shall be written on a per occurrence form.
2. CITY, its officers, officials, employees, agents and volunteers are to be covered as
additional insureds on the General Liability and Auto Liability policies. SERVICE
PROVIDER shall establish additional insured status for the City and for all ongoing
and completed operations by use of endorsements providing additional insured
status as broad as that contained in ISO Form CG 20 10 11 85 or CG 20 10 04 13.
3. The coverage shall contain no special limitations on the scope of protection
afforded to CITY, its officers, officials, employees, agents and volunteers. Any
available insurance proceeds in excess of the specified minimum limits and
coverage shall be available to the Additional Insured.
ALL-8 GSP Agt Not to Exceed(08-2023)
Page 2 of 4
4. SERVICE PROVIDER'S insurance coverage shall be primary insurance with
respect to the CITY, its officers, officials, employees, agents and volunteers. Any
insurance or self-insurance maintained by the CITY, its officers, officials,
employees, agents and volunteers shall be excess of SERVICE PROVIDER'S
insurance and shall not contribute with it. SERVICE PROVIDER shall establish
primary and non-contributory status by using ISO Form CG 20 01 04 13 or by an
executed manuscript insurance company endorsement that provides primary and
non contributory status as broad as that contained in ISO Form CG 20 0104 13.
5. All policies of insurance shall be endorsement to provide a Waiver of Subrogation
in favor of the City of Fresno, its officers, officials, employees, agents and
volunteers.
6. All policies of insurance required herein shall be endorsed to provide that the
coverage shall not be cancelled, non-renewed, reduced in coverage or in limits
except after thirty (30) calendar days written notice by certified mail, return receipt
requested, has been given to CITY. SERVICE PROVIDER is also responsible for
providing written notice to the CITY under the same terms and conditions. Upon
issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal,
or reduction in coverage or in limits, SERVICE PROVIDER shall furnish CITY with
a new certificate and applicable endorsements for such policy(ies). In the event
any policy is due to expire during the work to be performed for CITY, SERVICE
PROVIDER shall provide a new certificate, and applicable endorsements,
evidencing renewal of such policy not less than fifteen (15) calendar days prior to
the expiration date of the expiring policy.
7. Should any of these policies provide that the defense costs are paid within the
Limits of Liability, thereby reducing the available limits by defense costs, then the
requirement for the Limits of Liability of these polices will be twice the above stated
limits.
8. The fact that insurance is obtained by SERVICE PROVIDER shall not be deemed
to release or diminish the liability of SERVICE PROVIDER, including, without
limitation, liability under the indemnity provisions of this Agreement. The policy
limits do not act as a limitation upon the amount of indemnification to be provided
by SERVICE PROVIDER. Approval or purchase of any insurance contracts or
policies shall in no way relieve from liability nor limit the liability of SERVICE
PROVIDER, its principals, officers, agents, employees, persons under the
supervision of SERVICE PROVIDER, vendors, suppliers, invitees, consultants,
sub-consultants, subcontractors, or anyone employed directly or indirectly by any
of them.
VERIFICATION OF COVERAGE
SERVICE PROVIDER shall furnish CITY with all certificate(s) and applicable
endorsements effecting coverage required hereunder. All certificates and
applicable endorsements are to be received and approved by the CITY'S Risk
Manager or his/her designee prior to CITY'S execution of the Agreement and
before work commences. All non-ISO endorsements amending policy coverage
shall be executed by a licensed and authorized agent or broker. Upon request of
ALL-B GSP Agt Not to Exceed(08-2023)
Page 3 of 4
CITY, SERVICE PROVIDER shall immediately furnish City with a complete copy
of any insurance policy required under this Agreement, including all endorsements,
with said copy certified by the underwriter to be a true and correct copy of the
original policy. This requirement shall survive expiration or termination of this
Agreement.
SUBCONTRACTORS
If SERVICE PROVIDER subcontracts any or all of the services to be performed under
this Agreement, SERVICE PROVIDER shall require, at the discretion of the CITY
Risk Manager or designee, subcontractor(s) to enter into a separate side
agreement with the City to provide required indemnification and insurance
protection. Any required side agreement(s) and associated insurance documents
for the subcontractor must be reviewed and preapproved by CITY Risk Manager
or designee. If no side agreement is required, SERVICE PROVIDER shall require
and verify that subcontractors maintain insurance meeting all the requirements
stated herein and SERVICE PROVIDER shall ensure that CITY, its officers,
officials, employees, agents, and volunteers are additional insureds. The
subcontractors' certificates and endorsements shall be on file with SERVICE
PROVIDER, and CITY, prior to commencement of any work by the subcontractor.
ALL-B GSP Agt Not to Exceed(0&2023)
Page 4 of 4
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
Protect Title
YES* NO
1 Are you currently in litigation with the City of Fresno or any of ❑
its agents?
2 Do you represent any firm, organization, or person who is in ❑ X
litigation with the City of Fresno?
3 Do you currently represent or perform work for any clients who ❑
do business with the City of Fresno?
4 Are you or any of your principals, managers, or professionals,
owners or investors in a business which does business with
the City of Fresno, or in a business which is in litigation with
the City of Fresno?
5 Are you or any of your principals, managers, or professionals,
related by blood or marriage to any City of Fresno employee ❑ 91
who has any significant role in the subject matter of this
service?
6 Do you or any of your subcontractors have, or expect to have,
any interest, direct or indirect, in any other contract in ❑ 19
connection with this Project?
* If the answer to any question is yes, please explain in full below-
Explanation: { �
Signature
12/14/2023
Date
Trina Paige Eric Garner
Name
Matson Alarm Co Inc
Company
581 W Fallbrook Avenue Ste 100
Address
❑Additional page(s) attached. Fresno CA 93711
City, State, Zip
ALL-B GSP Agt Not to Exceed(08-2023)
Page 1 of 1
DocuSign Envelope
iC C E S S I VI I 1 iU T 0 M A T 1 0 N I M 0 N I T 0 '
1 O ALARM
Prepared 8y:
Submitted:10/31/2023
City of
PARS Fresno- Melody Park Revised
Fresno
Devin Cazares-Munoz 5935 E Shie�ais AV8
Outside Security Consultant Fresno, CA, �����
581 W Fallbrook Ave.Suite#100
Fresno,CA,93711 Proposal 119Z4$-1-0
800-697-9800
559-401-5506
devi n.cazares-munoz@ pyebarkerfs.com
Fresno '
Cory Wyse
559.438.8000 t 1
SUPERIOR
DocuSign Envelope ID:31EC5415-3126-4AED-9519-A22764F4BF3A
SCOPE OF WORK
Install ProA7 near the front entrance. Install 9 door sensors. Install 2 motion detectors on each
corner inside building. Install 5 glass break detectors to cover all windows.
Page 2
10/31/2023 • PROPOSAL 119248-1-0
DocuSign Envelope ID:31EC5415-3126-4AED-9519-A22764F4BF3A
INVESTMENT
Burg System
CITY Description
1 Honeywell home Proserles all In one panel.
1 Honeywell Home PROLTEN2 Proserles LTE Cellular Co
9 Honeywell Wireless Two-Way Window/Door Contact
2 PROSIXPIR Proserles SIX Two-Way Wireless Motion Se
5 Pro-Series Wireless Glassbreak Detector
Labor:
QTY Description
10 Prevalling Wage
} I • t r
Services:Monthly
Code Description Monthly Amt Ext.PrIce
RMON Monitoring $29.95 $29.95
RSMAINFULL Maintenance(Full) $09.95 $9.95
RMONTOTCON Total Connect $05.00 $5.00
System Investment
Total Proposal Arnount $2,271.12
Recurring Services Total Monthly $44.90
Recurring Services Total Annually $538.80
I
I
10/31/2023 • PROPOSAL 119248-1.0 - - Page 3
,DocuSign Envelope ID:31EC5415-3126-4AED-9519-A22764F4BF3A
account name
ACCOUNT CODE WORD:
address
full access(12) PLAYDAY
suitelapt# city slate zip
limited(11)
premise phone# notify only(10)
'Full access account code word will
email override Individual pla authority Iced.
ozzie.naranjo@fresno.gov -
AUTHORrFY LEVELS
• "12'These Individuals can slgn/cancel contracts,change contacts,code wards andror change any account Information.
'11'These Individuals can only take the system onlotf4ae,cancetlabort alarms,and gel event history.
• '10'Theso individuals arc only notified of an alarm,they cannot change account Information,cancolfabort alarms,lake the system onloffline.
ECV(erlt<nnced call verification)—Contact individual before dispatching auUtorides(burglar alarms only)
Contact information can be updated online through your customer portal or emailed to service@matsonalarm.com.
r relation 2' name relatillock Tyler Hensley
type ❑home phone# type ❑home
559-246-7288 K)cell ❑work 559-696-7892 xJ cell ❑work
code word(individual PIN) ❑ecv l code word(individual PIN) ❑ecv
PLAYDAY ❑keys PLAYDAY r1keys
authority level authority level
xi fullaccess(1z) ❑limited(11) ❑notify only(1o) xj full access(1z) ❑limited(11) ❑notify only(1o)
3' name relation 4• name relation
Morgan walker Ozzie Naranjo
phone# type ❑home phone# type ❑home
559-649-2644 cell ❑work 559-612-3525 ncell ❑work
code word(individual PIN) ❑ecv code word(Individual PIN) ❑ecv
PLAYDAY rlkeys PLAYDAY n keys
authority level authority level
7 full access(1z) ❑limited(11) ❑notify only(,o) 7 full access(,z) ❑limited(11) ❑notify only(lo)
rphone
relation 6 name relation
type ❑home phone# type ❑home
❑cell ❑work ❑cell ❑work
code word(Individual PIN) ❑ecv code word(individual PIN) E ecV
❑keys I ❑keys
authority level authority level
Li full access(12) Lllimited(11) Li notify only(lo) ❑full access(12) Lllimited(11) Li notify only(1o)
For Omee Use Ordy:Customer. system updated BY. Date: Vented By Dale
Page 4
10/31/2023 9 PROPOSAL 119248-14 - -
DocuSign Envelope ID 31EC5415.3126-4AED-9519-A22764F4BF3A
Customer!! Sne 9 System C Job 1t OnLkne Date
MATSON ALARM COMPANY,INC. 0--Re„r er
581 W Falfbrook Ave.Suite 4100 RW2 Added
Fresno.CA,93711
(800)697-98M
747936-AC03190
STANDARD COMMERCIAL SECURITY AGREEMENT
Dale: Subscribersnkgefs Name: City of Fresno PARCS
Address: 5935 E Shields Ave Fresno, CA 93727
per. (SS9) 649-2602 EmaA, Cory.Wyse@fresno.gov
1.MAI SUN ALARM COMPANY,WC,(hereinafter referred to as-ALARM COMPANn agrees to sell,install and program,or cause to be lnsWed and
programned,at Subscriber's premises,and Subscnber agrees to buy,an electronic security system consyslig of the equipment and seN,ces described
In the Schedule or Equipment and$efvlce.s.Upon completion of inslallaVon of the security system,ALARM COMPANY shag Uwroughty Instruct Subscriber
in the proper use of the security system
2-ACKEOULE OF E9UIPME NT ANO SEWC E S:
City Part Number Description
, ADE-PROA7 Honeywell horne Proselies all in one panel.
I ADE-PROLTE-V2 Honeywell Home PROLTE-V2 ProSer(as LTE Cellular Co
2 ADE-PROSIXPIR PROSIXPIR ProSeries SiX Two-Way Wireless Motion Se
5 ADE-PROSIXGB Pro-Sefies Wireless Glassbreak Defector
9 PROSIXCT Honeywell Wireless Two-Way Wfr!dow[Door Contact
NO EQUIPMENT PURCHASED BY SUBSCRIBER
❑ EQUIPMENT OWNED BY ALARM COMPANY:
DESCRIPTION OF SERVICES:
0 MoMoring 0 Service 0 Remate Subscriber Access ❑ Alarm Stgnal Vedfcatton 1 Cameras 13 Inspection
❑ Access Control Adn*gstrabw ❑ UL CeffO to O Guard Response ❑ Other.
SPECIAL INSTRUCTIONS: Option to extend yearly after the initial 24 month team is completed.
PAYMENT TERMS:
Purchase Pnca, $$2271 12
Damn Payment S$45422
Balance due upon oornpleEon of ins!a;lation: S s1,816-90
Apprwamale date ssork to begin Estanaied date Rork to be substantialty completed
Failure to substantialty commence Rork YAWn 20 days from the approximate start date speofied in a"agreement is a vW..ation of the Atann Company Act
3.SERVICES AND CHARGES.Only services se;etled are iochuded:
0 (a)FOR CENTRAL76 MONITORING :Subscriber agrees to pay ALARM COMPANY,its agents or assigns:
❑ The sum of$0 00 for the instaeation and prograrMrng of the
softy re eonnmumation dav;ces(owned by ALARM COMPAtM andwor additional security devices(owned by ALARM C0!,1PAf1Y)
0 (ii) MO,TORING AND SERVICE The sum of 9$57.60 payable at the rape of 3$9.90 per month, in advance Iw the mor>iwg and
service of the sectxity system for the term of this agreement commencing on the first day of the month next succeeding the date hereof, and continuing
monthly thereafter, and the Subscriber shall pay the prorated share of the monitoring and service charge for the month in which the security system is
adrvated
❑ (di) MONITORING ONLY: The sum of$000 payable at the rate of $0.00 per month, In advance for the montoring of the security
system for the term of rh<s agreement commencing on the Cvst day of the month next succeeding the date hereof, and Continuingnwnbily thereafter, and
the Subscriber shall pay the pro-rated share of the mon3odng charge for the rtromh in vwFJM the security system is activaled
❑ (n) SERVICE ONLY: The sum of $0.00 payable at the rate of 50.00 per month, In advance For service of the egrrpment for the
term of this agreement commencing the first day of the month next succeeding the date hereof, and continuing monthly thereafter, and the Subscriber
shall pay the pro-rated share of the monitoring Marge for the month in which the security system is activated.
D (v) PER [.I. rrAS13 S.R - Subscriber agrees to pay ALARM COMPANY, its agents or assgns on a per cap basis If this
agreement provides for service on a per call basis, Subscriber agrees to pay ALARM COMPANY for ell pens and labor at time of service Service bi
anyone other than ALARM COMPANY is not permitted Initial here for per call service option
Pale 1 or6
DocuSign Envelope ID;31 EC5415-3126-4A_E0.9519-A22_764F4_BF3A _tMS AND CONDITMS OF THIS AGREEMENT
WHICH ARE PART OF THIS CONTRACT:READ THEM BEFORE YOU SIGN THIS CONTRACT
SUBSCRIBER ACKNOWLEDGES RECEIVING A FULLY EXECUTED COPY OF THIS 4 PAGE CONTRACT WHICH
INCLUDES THE SCHEDULE OF EGUIPMENT AND SER ES ++
MATSON ALARM COMPANY.INC. SUBSCRIBER:
BY: raL vn.N BY:
Agent Reg N: ACES48928
Management Approval: Dale Signed:
Page 2 016
DochuS_gf1 Envelope ID:31EC5415-3126-4AED-9519-A22764F4BF3A
_.._—.._... _. _.. __...._.. _.VLESS EITHER(A)APPROVED IN WRITING BY A MANAGER OF COMPANY
OR (B) COMPANY COMMENCES SERVICE. IN THE EVENT OF NONAPPROVAL, THE SOLE LIABILITY OF COMPANY SHALL BE TO REFUND
TO SUBSCRIBER THE AMOUNT THAT HAS BEEN PAID TO COMPANY BY SUBSCRIBER UPON THE SIGNING OF THIS AGREEMENT.
0 (b)PORALARMSIONAL VERIFICATION f FOR WDEO STREAMING DATAIVS01 fCLOSED CIRCUAT TV[CCTVf f REMOTE
SUBSCRERER ACCESS: Subscrber agrees to pay ALARM COMPANY, its agents or assigns the sum of 1�20.00 payable at the rate of 5500 per month,
in advance for the term of Vile agreement If Subscriber selects Alarm S•.gnal Verifralion as a serice to be provided. or if Alarm Signal VerfF,raton is
required by law, ALARM COMPANY or its designated central ofce shad verify the alarm signal by electronic telephone communication, video verification
a such other verification service deemed appropriate by ALARM COMPANY or as required by local law and Dray wrif,M alarm conditions shall be
corvrunkaled o po5ce or fire depa niche nl Select remote access r video services to be provided
0 Remote Video M,oracring for VSD 0 Voeo C[ps Manilored Upon Alarm Activation Only 0 Alarm Signal Venlication 0 Remote Amass By Subscriber
0 (a) INSPECTION: Subscriber agrees to pay ALARM COMPANY, its agents or assigns the sum of $0.00 payable at the rate of $0.00
per month, in advance for the term of this agreement for inspection service. If t Is option is selected ALARM COMPANY or ALARM COMPANY's
subcorrVeUors wil make an annual inspection of the security system and unless otherwise noted in the Schedu.a of Equipment and Services, inspection
service Includes testrig of as components to insure proper working order If UL Cerified, the Inspectbn wiI comply with UL Requirements ALARM
COMPANY vAI notify Subscriber 30 days in advance of inspection dale, and it is Subscriber's responerokty to reschedule or permit access Only one
scheduled Inspection is included. Testing at inspection ahsures ordy that components are in proper veorxlrhg order at line of inspection unless otherwise
reported to Subscrber ai time of inspection.Inspection does mat include repay.
0 (d) ACCESS CONTROL AOMIHISTIRATION SERVICES- Subscriber agrees to pay ALARM COMPANY, ris agents or assigns the
sum of $0.00 payable at Live rate of $0.D0 per month, in advance for hvo med6afons per month for the term of this agreement Access Control
Adminisbabon serv,ces to be provided
0 (a) UL CER Fljf CATS: Subscriber agrees to pay ALARM COMPANY, its agents w assigns the sum of SO.DO payable in advance
yearly for the term of this agreement for a one (1) year Urideh+ri(eis Labwanries Inc (UL) Central Station - Alarm Cerfificata servce. If this ophon is
selected ALARM COMPANY wrt1 issue a UL Certdreale for the seamty system Subscriber edt&!edges that UL is a separate AFU that may vvanl to
Inspect the secwitysystem UL w he Local AW can require changes to the security system to keep the Certdicate it force Subscriber agrees to pay
ALARM COMPANY fur enyinspedioms or required changes at our then prevaing rates
4. EA,,WQ(y)E TO CPI S2PTWARE_REMAINNS PROPERTY OF ALARM COMPAHYt Provided Subscriber performs this agreement for the full
term thereof, upon termination ALARM COMPANY shag at its option provide to Subscriber the passcode to the CPU soRnare or change the passWe to
the manufacturer's defaua We. Sofhvare programmed by ALARM COMPANY is the intelieclual property of ALARM COMPANY and any unauthorized use
of same, inducing derivative works, is strictly prohibited and may violate Federal Copyright laws, Title 17 of the United Stales Code, and may subject
violator to mil and criminal penal ies, The Equipment shag rem.an personal property and shah rat be considered a future, w an addition to, akeration,
corrversion, improvement, modemza6crl. remodefvg, repay or replacement of arty part of the realty, and Subscriber shad not perioi the attachment
thereto of any apparatus not furnished by ALARM COMPANY,
S. TERM OF AGRBEAEENT: RENEWAL: The lerm of this agreement shad be for a period of 2 years and shad automatically rennv for successive
month to month terms thereafter under the same terms and condtions, urAess etlhw party gives written notice to the other by Certified man, velum receipt
requested,of their Intention not to rerevi the agreement at least 30 days prior to the expiration of any term. After the expsatwn of one year from the dale
hereof ALARM COMPANY shall be permitted from time to time to increase a`I charges by an amount not to exceed rBne percent each year and Subscriber
agrees to pay such increase
6. CENTRAL OFFICE-i ON[TORiNG SERVLCES' Upon motygtl of a siWiai Imm�b$cr� afam "cat, ALARM COMPANY or its designee
central office shad make every reasonable eW to rnbty, S,bsretber and fie appropriate ttltmLSpal po50C Of fife dePlR[YN depending upon the type of
signal received. Not ad signals vvP require notdication to the authonbes and subscriber may obla%n a written response policy from ALARM COMPANY. No
response shall be required for supervisory, loss of communication pathway, trouble or lary battery signals. Subscriber aUnovNedges that signals
tran"Ifed from Subscriber's premises deecty to municipal po&ce or fire departments are not morttwed by personnel 0 ALARM COMPANY y ALARM
COMPANYs des�grhee central office and ALARM COMPANY does not assume any responsibTity for he manner in which such signals are monitored w the
response, if arty, to such signals. Subscriber acknowledges that §,gnats which are Vansmdted ever telephone Lines, wire, air waves, Internal, VOIP, radw
or ceCular, or other modes of cortvnunicaton pass through CommunlwGOn networks wloffy beyond the curtrol of ALARM COMPANY and are rot
maadashed by ALARM COMPANY except ALARM COMPANY may awn the radio network, and ALARM COMPANY shag not be responsible for any failure
which prevents lransrrussion signals from reaching the central 011i monitoring center or damages arising therefrom, or for data corruption, theft w
viruses to Subscribers ooirrWers it connected to the alarm cormun;calion equipment Subscriber agrees to furnish ALARM COMPANY with a written
Account Information Form of names and telephone r mhba($ of those persons Subscriber wishes to fecehe noVfcation of alarm signals. Unless
otherwise provided In the Account Infoma6on Fwm ALARM COMPANY voll matte a reasonable effort to contact the first person reached or notified on the
fist either via telephone call, text or email message tk more than one cad to the gsl shall be required and any form of notifcaton provAed for herein,
indudirg leaving a message on an answering machine, shag be deemed reasonabe compliance with ALARM COMPANY's notificalion W.,gatort Ad
changes and revisions shad be supplied to ALARM COMPANY n writing Subscriber aurthomes ALARM COMPANY to access the control panes to input or
delete data and programming H the equipment conlatns video or listening devices perltitting central office to ronhw video w sound then upon receipt of
an alarm signal central office shag monitor video or sound for so long as central office in its sole discretion deems appropriate to confirm an alarm
condt" If Subscriber requests ALARM COMPANY to remotely activate or deadrvate the system, change wmbnatkns, openings or d"rigs, or
reprogram system functons, Subscibef sha" pay ALARM COMPANY its current howdy tale for each such service ALARM COMPANY may, without prior
notice. suspend or lemt:nale its services, in central o4hce's We discretion, in event of Subscribers defautl in performance of this agreement or in event
central office IW.ty or communication net—k Is nonoperational or Subscribers alarm system is sencing excessive false alarms, Central office is
authorized to record and manta;n audo and video transmissions, data and communiciitiws, and shah be the exclusive owner of such property. Ad
SWscrber information and data shall be mainta'ned mn€daniiaily by ALARXI COMPANY.
7. SERVICE: Service pursuant to paragraph Na)(u) and 3(a)(n), includes all parts and labor, and ALARI.A COMPANY shag service upon
Subscribers request the security system inslalled in Subsehber's premises beveeen the hairs of B an and 6 pm. Monday through Friday, within
reasonable time after receNing noRefrom Subscriber that service is required, exclusive of Saturdays, Sundays and "at hotdays, All repa'vs,
replacement or aketation to the seeunty system made byreason of s`teral;on to Subscriber's premises, or caused by unauthorized intrusion, lightNng of
electrical surge, or caused by arry means other than normal usage,wear and tear, shall be made at the cost of the Subscrber. Batteries, etedrical surges,
Eghtning damage, software upgrades and repairs, communication devicesno longer supported by communication patrazys, obsolete components and
components exceedalg mtanufachirers useful file are not included In service and w9be repaved or replaced at Subscriber's expense payable at time of
service No apparatus or device shag be attached to or connect with the security system asorig%nallly instai7ed without ALARM COMPANY's whiten
consent
S. SUBSCRIBER REMOTE ACCESS I EXCESSIVE DATA USAGE: If Remote Access is included in the Schedule of Equipment and Services o
be Installed and services provided by ALARM COMPANY, the equipmenl w- transmit data via Subscribers h;gh speed Internet, celVar or radio
communicaton senF to remote pendant svppted by ALARM COMPANY or Subscriber's Internet or 77zetess connection device wthkh is compat.bte with
ALARM CjDMPANY's remote services ALARM COMPANY wN grant access to server per6i6 ng Subsuber to monitor the security system, access the
system to arm, disarm and bypass zones on the system, veeN the remote video camera(s) and control other remote automaton devices that may be
insla4ed The remote services server is provided 6ther by ALARM COMPANY or a IMrd party ALARM COMPANY w ALARM CO!APANY's subconYactw
shag insla'I the camera(s) in a permissible legal location in Subscriber's premses to perml Subscriber viewing ALARM COMPANY shad have rho
responsibi%j for falure of data transrnission, cyruption or unauthorzed access and shall riot morlor or view the camera data. ALARM COMPANY shad
have m GabFAy for excessive data usage expense incurred by Subscriber attnbutab7e to the equpmenl or services provided herein Electronic data may
not be encrypted and wireless compwents of the alarm system may not meet Advanced Encryption Standard specifications for encryption of elecuortic
data established by Lhe US National Insolu(e of Standards and Technology and ALARM COMPANY and/or ALARM COMPANY's subcontradors, agents a
ass,�gns shag haw no 5abMy Waccess to the alarm syslem by others
Page 3.16
DocuSign ErtMoM ID'31 EC5415-3125 4AEG-9518-A22764F4eF3A whscnLer is responsible for supplying high speed Internet access and of wireless
services at Subscriber's premises ALARM COMPANY does not provide Internet service, maintain Internet connection, vvreless access or communication
pathways, computer, smart phone, e!eclfic current Connection or supply, or in as cases the remote video server. In consideration of Subsrber making its
rnon"y payments for remote access to the system ALARM COMPANY wivl authonze Subscriber access- ALARM COMPANY is not responsble for
Subscriber's access to the Internet or any Interruption of service cur doom time of remote access caused by toss of Internet service, raU of cattow of
any other mode of communication used by Subscriber to access the system. Subsmber acknowledges that Subsonber's security system can be
compromised if the codes or devices used for access are lost or accessed by others and ALARM COMPANY shall have no faWy for such thrd party
unauthorized access ALARM COMPANY Is not responsibla for the security or privacy of any "eless nehnork system or router. WWess systems can
be accessed by others, and tt is the Subscriber's responsb?Ay to secure access to the system with pass codes and lock out codes- ALARM COMPANY
Is not responsible for access to wire!ess neMdks or devices thal may, not be supported by cortrnurtcation carriers and upgrades to whscriber's system
wA be A suburber's exl><nu.
10. ACCESS CONTIQL SYSTEM OPERATION AND LIMITATIONS: If selected as a service to be provAed and included in the Schedule of
Equipment and Services, Access Control equipment shale be connected to a computer supplied by the Subscriber and connected to Subscnber's computer
netvvoik, If data storage or backup is a selected service ALARM COMPANY of its desgnei shall store andlor backup data received from Subscriber's
system for a period of one year. ALARM COMPANY shag have no liabRity for data corruption or inalbW to retrieve data even if caused by ALARM
COMPANY's neg5gence Subscribers data shad be maintained confdenllal and shag be retrieved and released only to Subscriber or upon Subscriber's
authorization or by legal process- Inlemet access is not provided by ALARM COMPANY and ALARM COMPANY has no responskbdiy for such access or
IP address service ALARM COMPANY shad have na Aab&ty for unauthorized access to the system through the Internal or other cormiunication networks
or data corruption or loss for any reason whatsoever.
11. a ACCE S C NTR L ADASitifST TI If selected as a service to be provided and included in the Schedule of Equpmenn and Services,
ALARM COMPANY will maintain the data base for the operaton of the Access Control System Subscriber vU advise ALARM COMPANY of an change in
personnel andor changes access levels of authorization and restnctons, providing Access card serial numbers or blometre data and such Information
that Subscriber deemsnecessary to identify personnel Al eomrnurecaton by Subscriber to ALARM COMPANY regardvhg personnel access must be in
writing via email cur lax to addressesdesignated by ALARM COMPANY. ALARM COMPANY shag have remote Internet access to the Subscribers
designated access control computer to program and make data base updates to the system Subscriber is responsble for ma;nlahrng its conpuler and
computer network and Internet access
lb}VIDEO SYSTEM OPERATION AND UMITATION 11 selected as a service to be provided and trriuded in the Schedule of Equipment and
Services, Vde, equipment Is attached to a digital recorder computer and Subscriber shag not use the tornpvler fo any other purpose Subscriber shag
be permuted loaccess and make changes to the system's operation on ate and over the Internet If data storage is setecied service, ALARM COMPANY
shag store data reoewedfrom Subscribers system for one year ALARM COMPANY shag have no Piabl4y for data corruption or inab.7tty la retrieve data
even if mused by ALARMCOMPANY's negf%ence Subscribers data shall be mainta,�d confidential and short be retrieved and released only to
Subscriber or upon Subscnbersauthorizabon or by legal process Telephone of Internet access is not provided by ALARM COMPANY and ALARM
COMPANY has no responsiamy for such access or IP address service. If system has remote access ALARM COMPANY is not responsible for the
security o privacy of any 1rAeless network system orrouler, and it is the Subscribers responsilft to secure access lb the system VAth pass codes
and lode outs ALARM COMPANY shad have no iiabft forunauthorized access to the system through " Internet or other communication nal orks a
data corruption of loss for any reason whalsoiaver-
12, STREAMING MOW DATA I CCYVE ATA USAGEN If selected as a service to be provided and Included In the SChedu'.e of
EquIpme it and Services, upon receipt of a video signal the video system is designed to activate in the central station and record vdeo data recepWn,
upon which, ALARM COMPANY or its designee central office, shad make every reasonable effort to notify Subscriber by email, text, or voice message
and the appropriate municipal police or fire department- Subsrber acknowfedges that signals transmitted from Subscriber's premises directly to mun:dpal
pts.M or fire dcpartmWl or Su,,Coters Ynlesiat $Gftr ' elaroU end M ftWAWdd by pMalv*I a ALARM COIvbrA3JY tf ALARM COtvfpi4lh'fs
4*Wme central 4 to curd ALARM COMPAW does RAI assume any trsponob y IV Pm fhanow trl wA*A atrh sg[+ah aft nroeented o the tespoasc- if
any, to such s�gals. Subscriber admoviedrges Chat siiarials vilhich are ts7snsked IMnrgh the rdernK over td"hAnd fines, vile, air waves, calf lar,
radio, Inlernel, VOIP, or other modes of cenvmrnication pass though cornmunk-anon networks whiolty beyond the control of ALARM COMPANY and are
not maintained by ALARM COMPANY, except ALARM COMPANY may own the radio nework, and ALARM COMPANY shall not be responsible fo any
fa:are which prevents transmission signals from reaHtng the central office mornoring center or damages arising therefrom, or to data corruption, theft
or viruses to Subscriber's campulers if connected to Lie alarm communzaliol egtipmenl- Subscriber agrees to fumish ALARM COMPANY with a widen
Est of names and telephone numbers of those persons Subscriber%shes to receive nOtifCatiOn of signals. AN changes and revisions shelf be supplied to
ALARM COMPANY In writing Subscriber authorizes ALARM COMPANY to access the supervisory panel to input or deiele data and programming If
Subscriber requests ALARM COMPANY to remotely activate or deactivate the system, Lange combinations, openings or Goings, or re-program system
functions, Suliscdber shag pay ALARM COMPANY its current hourly rate for each such service ALARM COMPANY may, without prior notice, suspend ,,
terminate its services, In central station's sole discreton, In event of Subscriber's default in performance of this agreement or to event central station
fwRdty or eerrinxrecation network is noroperatoral or Subscriber's alarm system is sending excessive false slams Central station is authorized to
record and rraultain audio and video transmissions, data and communications, and shah be the exclusive Omer of such property ALARM COMPANY
shag have no liabigy for excessive data usage expense incurred by Subscriber altnbutabte to the equipment or services provided herein. All Subscriber
information and data shad be maintained confdentisly byALARM COMPANY-
13. GUARD RESPQNSE; If gusto response is specified as a service to be provided, upon receipt of an atamn signal,ALARM COMPANY or its
subconbactor shag as soon as may be practical send one or more of its guards to the Subswlw's premises thniess guard detemrones that the alarm Is a
false alarm and Thal no situation requiring pxvice or tee department services exist, the guard shall nobly the central station or polka or fie department
daecty that an emergency situation exists and wail up to 15 minutes for " munlopal polce or fire department personnel o Subscriber to arrive at the
prarnrses and if pemnited by the po@ce shag assist in making a search of the premises to delemitte the cause of the alarm condition If Provided vvith keys
to the premises the guard shag endeavor to secure the premises and repay the security equipment However, Subscriber achnovhedgas that the guard is
not required to enter the premises Of to rend,, any service to the security equ'.prneM and shag not be required to remain stationed at SubsCnbei's
promises for more than 15 rriihutas after Initial arrival Subscriber authorizes the guard to take such action the guard deems necessary to secure the
premises and reset the alarm, though Subscriber aduhavledges that the guard may not be able to Or may not have sufficient time to secure the premises
or reset the alarm and put same in woAing order If Subscriber requests ALARM COMPANY to station its guard at the premises For more than 30 minutes,
and ALARM COMPANY has sAdent persorei to provide such service, and ALARM COMPANY makes no such representation that Its personnel vviij be
ava']ab1e, then Subscriber agrees to pay ALARM COMPANY is current hourly rate for such service Subsmbef agrees to corv5rm the request to ALARM
COMPANY to provide extended guard service by email, lext or recorded conversation to ALARM COMPANY at the time request is made and ALARM
COMPANY is authorized to ignore any request not confirmed within 15 minutes,
Page 4 o16
DocuSign Envelope ID:31EC5415.3126AAED-9519-A22764F4BF3A __.YARRANTYON SALE
14. In the event that arty pan of the security system becomes deredn•e, or in the event that any repass are required, ALARM COMPANY agrees to
make all repairs and replacement of parts vdthotd costs to the Subscriber for a period of one (1) year from the date of insta:Marton. ALARM COMPANY
rew"s the opton to ehher replace or repay the alarm equipment and reserves the right to subsulute materials of equal qualty at time of rap'acement or
to use recontilioned parts in futfuunxnl of this warranty. This warranty does net indude batteries, electrical surges, lightning damage, soR.vare upgrades
and repairs, comirhunicafion devices that are no longer supported by communication pathways, obsolete components and components exceeding
manufacturer's useful fife. ALARM COMPANY is not the manufacturer of the equ-prnent and other than ALARM COMPANY's Fmked v2nanty, Subscriber
agrees to look exchnslvely to the manufacturer of the egtdpment [or repairs under its warranty coverage it any. Except as set forth in this agreement,
ALARM COMPANY makes no express warrances as to any matter vhtalsoever, Lndudmg, without limitation, the condition of the equfpmenk As
merchantabaty, or its fitness for any particular purpose ALARM COMPANY does not represent nor vrarrani that Ine security system may nol be
compromised or drwmvented, or that the system will prevent any loss by burglary, hold-up, of othervise; or that the system Nil in a9 cases provide the
protection for which h is insialted ALARM COMPANY e*ressfy dsdalms any impned vrarrantes, inducI impfed Narranlies of merchantab:by w fitness
for a particular purpose The warranty does not cover any damage to material a equipment caused by accident, misuse, allempled w unauthorized repair
service, modification, or improper installation by anyone other than ALARM COMPANY. ALARM COMPANY shag not be fiable for cornsequential damages.
Subscriber acknovAedges that any affvmakon of fad or promise made ay ALARM COMPANY shag not be deemed to create an express warranty, unless
uhdu led in this egreernenl in writing; that Subscriber Is not relying on ALARM C WPANY's skill or judgment In selecting of turnlshtng a system suAable for
arty parb'cufar purpose and that there are no warram:es Nt dh extend beyond those on the face of the agreement, and that ALARM COMPANY has
offered additonal and more sophisticated equipment for an additional charge which Subscriber has decklred. Subscribers exclusive remedy For ALARM
COMPANYs breach of this agreement or neg8gence to any degree under this agreement Is to require ALARM COMPANY to feparr er replace, at ALARM
COMPANYs option, any egvoment whkh is nonoperational This Limited "Wranty is independent of and in add-dice to service contracted under
paragraph 3(a)(u) and 3(a)(N)of fftis agreement. This L'mtited Warranty gives you specific legal rights and yw may also have other rights Ntkh vary from
slate to state. If required by law, ALARM COMPANY Mot procure all permts required by local law and Yell provide certificate of wroriunan's compensation
prior to slanting work
GENERAL PROVISIONS
16. NOTE ABOUT EXTLtA WORK AND CHANGE ORDERS: Extra Work andfor Change Orders wig become part of the contract once the work is
compfele and'or the Change order is prepared in N•nting and signed by the parties
16. DELAY iN INSTALLATION r RISK OF LOSS OF M TLRJt L- ALARM COMPANY shag not be Kate for any damage of loss sustained by
Subscriber as a result of delay in installation of equipment egi£pnmnl fa:tue, or for inlemnption 0 service due to electric failure, strikes, walk-outs, war,
acts of God, or other causes, including ALARM COMPANY's neg€gence in the performance of this agreement The estimated date work is to be
substantially compiled is ncA a defnte completion date and time is W of the essence. Subscriber assumes as risk of loss of material once delivered to
U.job site
17. TESTING OF SECURITY SYSTEM: Security System, once InstsPad, is in the exclusive possession and control of the Subscriber, and A is
Subscribers so',e respons," to last the operation of the Security System and to notify ALARM COMPANY it A Is in need ol repair. Service if provided is
pursuant to paragraph 3
19, CARE AND SERVICE OF SECURITY SYSTEM, Subscriber agrees not to tamper Kth, remove or othewse nterfere with the Security
System N1tid1 shag remain in the same location as ifWaked Al repairs, reptacemenl or alteration to the security system made by reason of alteration to
Subscribers premaes, or caused by unauthorized intrusion. Eghtn»g or electrical surge, or caused by arty means other than normal usage. Near and
tear, shel be made at the cost of the Subwlbw, H:al9erl . ein liI surges, lgh}ps)) damage, software tggades and repairs, commuMcalion devices
that are no longer supported by pathtlayls. obsdele cwmponeris amd components Cmwdflg mAMacksets useful fife, are not Included in
vrdrranly or sarvice under paragraph 3(a)(-n) and 3(a)(w) and will be repared or ropbohl al Sulbsailbefs expense. No apparatus m device shag be
abadned to or conned with the security system as origina5y II wilhoul ALARM COMPANY's"Alan consent
19. ALTEFLAMN OF PREMISES FOR INSTALLATION; ALARM COMPANY is authorized to make preparatons such as dn�.ng holes, driving
na1s, making attachments or doing any other thing necessary 0 ALARM COMPANY's sole discretion for the inslaAalwn and se we of the security system.
and ALARM COMPANY shag not be responsbte for any corhdUon created thereby as a resell of such inmaWm. service, or removal of the security,
system, and Subscriber represents that the eivner of the premises, it other than Subscriber, authorizes the insU9ation M the security system under the
terms of this agreement
20. SUBSCRIBER'S DUTY TO SUPPLY ELECTRIC AND TELEPHONE SERVICE: Subs rhber agrees to famish, of Subscriber's expense, all
110 V0 AC pew, electrical outlet ARC Type crag breaker and dedrated recaptade, Internet connection, high speed broadband cable or ML and IF'
Address,lelephcnehook-ups,R.)31x Block or equivalent,as deemed necessary by ALARM COMPANY
21. LIEN LAW: ALARM COMPANY or any subcontractor engaged by ALARM COMPANY to perform the Mork or furnish material who is ml palo
may havea dais against purchaser or the owner of the premises a other than the purchaser which may be enforced against the property in accordance
with the applacablellen laws.
22. INDEMNITY f WAIVER OF SUBRI7OATION RIGHTS f ASSIONMENTS. Subscriber agrees to indemnify and hold hamiless ALARM
COMPANY, itsempleyees, agents and subcontractors, from and against al cta:ms faNstiks, Indudrhg those brought by third Parties or by Subscriber,
hciuding reasonableallorneys' fees and losses, asserted agavhsl and alleged to be caused by ALARM COMPANY's performance, neg%erm or fadufe to
perform any ob§gation undedhis agreement Parties agree that there are no third party beneficiaries of this agreement Subscriber on its behalf and any
insurance carrier wah•es any right ofsubrogafon Subscriber's 'ahswance carrier may otherwise have agaansl ALARM COMPANY or ALARM COMPANY's
subcontractors arising cat of this agreennerfor the relation of the parties hereto. Subscnber shag not be pemntted to assign Des agreement without whiten
consent of ALARM COMPANY, ALARM COMPANYshall have the right to assign this agreement and shag be relieved of any obligations herein upon such
assignment.
23. EXCULPATORY CLAUSE: ALARM COMPANY and Subscriber agree that ALARM COMPANY is rw air insurer and no insurance coverage is
offeredherein The security equipmenl and ALARM COMPANY's services are designed to reduce certasn risks of loss, though ALARM COMPANY does not
guaraMRethal no less Nos occur. ALARM COMPANY is not assuming labtty, and, therefore, sha8 not be liable to Subscriber for any loss, data curnoption
or Inabtty toretieve data, personal injury w property, damage suslahed by Subscriber as a result of Intrusion, burglary, theft, hold-up, fire, equipment
fa`urs, smoke, or anyolher cause whatsoever, regard'!ess of whether or not such loss or damage was caused by or contributed to by ALARM
COMPANY's neglfgenl performance le anydegree In furtherance of this agreemarrL any extra contractual or legal duty, strict products GabTrty, or negligent
fare to perform any oblgation pursuant to Ihlsagreement or any other legal duty. In the event of any loss or'miry to any person or properly, Subscriber
agrees to look exciusivelr to Subscrf s insurer Wewver damages Subscriber releases ALARM COMPANY from any daims for contribution, Indemnity
or subrogaton
2C INSVRANCE: The Subscriber shah malnta'Gi a policy of pubic Iianty, property damage, burglary and theft insurance under mWzh ALARM
COMPANYs named as additional insured ALARM COMPANY shag not be responsbi for any portion of any loss or damage v-,-K is recovered or
recoverable by IheSubsczrbei from insurance covering such loss or damage or for such loss or damage against whrrh the Subscriber is indemrsiied or
insured. In the event of anyloss or injury to any person or property, Subscriber agrees to look exclusively to Subscriber's insurer to recover damages
Subscriber shag obtain insurance to cover any loss the seamy, services are Intended to detect to one hundred percent of the insurable value, and
Subscriber and all these claimig rights unnde5ubscriber waive al rights aga-nst ALARM COMPANY and As subconVadors for loss or damages caused
by burglary, theft water, smoke, fire or other poismlended to be detected try the security services or oo cored by insufanroe to be obtained by
Subscriber,except such rights as they may have to the proceeds ofnsurance.
25, L1M[TAMN OF LJAB)LITY- Subscriber agrees that shoLed there arise any fiabf5ly on the part of ALARM COMPANY as a result of ALARM
COMPANY's negligent performance In arry degree or negligent failure to perform any of ALARM COMPANY's oblgations pursuant to This agreement or any
other legal duty, egtrpmenl Wure, or strict products fiab.7rty, that ALARM COMPANY's fiabxdy shag be limled to the sum or $25o.00. If Subscriber wishes to
increase ALARM COMPANY's amount of IanAation of IabAty, Subscriber may, as a matter of right, at any time, W entering into a supplemental agreement,
obtain a higher I-A by paying an annual payment consonant Nish ALARM COMPANY's increased fub:Ay This shall not be cons Wed as insurance
coverage
Page 5 of 5
DocuSign Enrol pB ID31EG5415-3126-4AED-9519-A22764F4BF3A of the servces to be provided by ALARM COMPANY, the monthly or other pentode
payinentsto be made by the Subscriber for the term of this agreement form an integral pan of ALARM COMPANY's anticipated profits; that in the event of
Subscribeesdefauk it would be d'dficuk if not Impossible to fn ALARM COMPANY'S actual damages Therefore, in the event Subscriber defaults in the
payment or any chargesto be paid to ALARM COMPANY, the balance of al payments for the entire term herein shag immedalely become due and payable,
and Subscriber shag be liablefer 100% thereof as fxlrrdaled damages and ALARM COMPANY shag be permitted to terminate all ns services, including but
nod listed to lerminaing monkodngservice, under this agreement and to remotely re-prognem or delete arty pfcgramrrsig witnoul feEeving Subscriber of
any obligation herein
II ALARM COMPANY prevails in arry Nigaton or arbitration between the parties,Subscriber shal pay ALARM COMPANY's legal fees.In any action
commenced by ALARM COMPANY against Subscriber, Subscriber shag not be permilled to interpose any couniertla'lm. The parfes agree that they may
bring claims a ialnsl Ore other only in their kWividual capacity, and not as a class wton plaMff or dass action member in any purported dass or
representative proceeding Subject to Subscnbers dghl to bring any da-m against ALARM COMPANY for up to $1000 in small claims court having
jurisdiction, any dispute between the parties or arisJrg out of this agreement, Indudng Imes of afbilrabi§ty, shag, at the option of arry party, be
detemi'tned by arbitration before a single arbitralor administered by Arbitration Services Inc., under cis Arbdra4on Ruses, %vwArbaralimServiceslncoom,
except that,no punitive damages may be &,raided Service of process or papers in any legal proceeding or arbitration between the parties may be made
by Fast-dass Mel delivered by The U.S. Postal Service addressed to the party's address in this agreement or another address provided by the party in
waiting to the parry ma" service Subscriber submit, to the judscr.lion and laws of Ca cmaa and agrees that any litigation or arbitration between the
parbes must be commenced and maintained in the county where ALARM COMPANYs prindpai place of busaless is located The parties wane Vial by jury
in any action between them unless prohtiled try law Any action by Subscriber against ALARM COMPANY must be commenced within one year of the
accrual of the cause of action or shag be barred. At actions or proceedings against ALARM COMPANY must be based on the provisions of this
agreement Any other action that Subscriber may have or bring against ALARM COi,1PANY In respect to other sentces rendered In connection with this
agreement shag be deemed to have merged in and be restricted to the [arms and condkions of this agreement, and this consent to arbitrate shag survive
the lermrlation of this agreement.
27. ALARM gQMPA.N1PS R*HT TO B ONTR C7 E : Subscriber agrees that ALARM COMPANY is authorized and permitted to
subconlraclany services, khdudtg installation andlor repair services, to be provded by ALARM COMPANY to MW partes who may be independent of
ALARM COMPANY, and that ALARM COMPANY shall not be liable for any loss or damage sustained by Subscriber by reason of fire, then burglary or any
other cause whatsdevercaused by the neglgertce of thud parties. Subscriber appoints ALARM COMPANY to ad as Subscribers agent with respect to
such third parties Subsenberacknov/edges that this agreement, and particularly those paragraphs relating to ALARM COMPANY's disdaYmer of
warranties, exempl;on from 6abTrty, even knits neglgence, formation of fab3ly, and third party indemrhfieat'on, imue to the bene5l of and are a.Wmabte to
any assignee,subcontractors and central offices ofALARM COMPANY.
28. NON-SOLICITATION: Subscriber agrees that ih will not W.c;t for employment for itself. or arry other entity, or employ, in any capacity, any
employee of ALARM COMPANY assigned by ALARM COMPANY to perform any service for or on behalf of Subscriber for a period of two years alter
ALARM COMPANY hascompleled provhdshg service to Subscriber. In the event of Subscriber's violation of this provision, in addition to Injunctive relef,
ALARM COMPANY shad recoverfroria Subscriber an amount equal to such employee's salary based upon the average three months preceding employee's
lemnk&ton of employment with ALARMCOMPANY,Imes hvetve,together with ALARM COMPANY's counsel and expert witness fees.
29, FALSE ALARM f PERMIT FEES: Subscribef is respmssbla for a4 alarm ponds and fees, agrees to fie for and manuiln any pemnAs required
by applicable law and indemnify or revnburse ALARM COMPANY for any fines relating to permits or false alarms. ALARM COMPANY shag have no Edb_-try
for pemdt fees, false alarms, false alarm fines, police or Fee response, any damage to personal or real property or personal i*ry caused by poise or fire
department response to alarm, whether false alarm of olhen"se, w the refusal of the police or fire department to respond In the event of IemOr+ation of
police or Fie response by the municipal po'_ce or fire departntend this agreemenl shah nevertheless remain in fyl force and Subscnber shall remain fable
for all payments provided for here;rx Should ALARM COMPANY be required by existing or hareaker enacted law to perform any service of furnish any
material not specif cagy covered by the terms of MIsagreernnnt Subsonbef agrees to pay ALARM COMPANY for such service Of material.
30. CRELIIT INVESTkGATlON: Sabsa*u avid arty gLrm*t Apanceb4!ALARM COMPANY to conduct redt Inveslgations from time to time k
delam,;Ae Subscr ber's and guarantors credit wor tress.
31, FULL AGREEMeNT r SEVERABIL": This agreement avng with the Schedule of Equipment and Servces oomstkutes the tun understanding
of the parties and may not be amended, mod-ifed or canceled, except in writing s;gned by both parties, except ALARM COMPANY's regtiremerds
regarding items of protection provided for in this agreement 'imposed by Authority having Jurisdiction. Subscriber ackw viedges and represents that
Subscriber has not resod on arry represenLaton, assertion, guarantee, warranty, conateral agreement or other assurancee, except Mose set font in this
Agreement. Subscriber hereby waives act rights and remedies, at law or in equity, ansing, or wtixh may arise, as the result of Subscriber's reliance on
such repfesentatlon, assertion, guarantee, wsranty, ooltateral agreement or other assurance. To the extent this agreement is inconsistent with any other
document, agreement, purchase order or understanding between five panes, the leans of this agreemam shag govern Should any provlslon of this
agreement be deemed void,the remaining parts shal not be effected.
32. /ILA K 00WANY18_L[GEN$E$L ALARM COMPANY OPERATORS ARE LICENSED AND REGULATED BY THE BUREAU OF SECURITY AND
INVESTIGATIVE SERVICES, DEPARTMENT OF CONSUMER AFFAIRS, LOCATED AT 2420 DEL PASO ROAD, SUITE 270, SACRAMENTO, CALIFORNIA 95834,
PHONE NUMBER(916)322-4000
PROPOSITION 65 WARNING:Equipment and packaging may contain components containing chemicals known to The State of
California to cause cancer,birth defects or other reproductive harm.
Page 6.16
Certificate Of Completion DocuSign
,
Envelope Id:31EC54 1 531 2 64AED9519A22764F4BF3A Status:Sent
Subject:"PBFS"-Request for Review-PARCS Fresno-Melody Park,PARCS Fresno-Melody Park Revised
Source Envelope:
Document Pages:10 Signatures:1 Envelope Origlnator:
Certificate Pages:5 Initials:0 Esign DocuSign
AutoNav:Enabled 4155 Harrison Blvd
Envelopeld Stamping:Enabled Ogden,UT 84403
Time Zone:(UTC-07:00)Mountain Time(US&Canada) esign@mountainalarm.com
IP Address:13.78,208.32
Record Tracking
Status:Original Holder:Esign DocuSign Location:DocuSign
10/31/2023 3:43:04 PM esign@mountainalarm.com
Signer Events Signature Timestamp
Devin Cazares-Munoz i�f�77 SgWbf Sent:10/31/2023 3:43:07 PM
devin.cazares-munoz@pyebarkerfs.com VLAI 4'i,'A. S_Awtlb Viewed:10/31/2023 3:43:38 PM
Security Level:Email,Account Authentication Signed:10/31/2023 3:45:14 PM
(None)
Signature Adoption:Pre-selected Style
Using IP Address:104.249.153.142
Electronic Record and Signature Disclosure:
Accepted:2/20/2023 9:32:41 AM
ID:95a379a7-2e25-4ec9-8bf3-5cie774daic7
City of Fresno PARGS Sent:10/31/2023 3:45:16 PM
Cory.Wyse@fresno.gov Viewed:10/31/2023 3:46:55 PM
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 10/31/2023 3:46:55 PM
ID:7c7b919c-be07-4105-8c34-06b44874f72c
Office Reviewer
sales@matsonalarm.com
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted:10/31/2023 3:44:30 PM
ID:fed 5d788-1c73-4a98-a706-8da960f572aa
Processing
processing@mountainalarm.com
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Devin Munoz
devin.Gazares-munoz@pyebarkerfs.com
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted:2/20/2023 9:32:41 AM
ID:95a379a7-2e25-4ec9-8bf3-5cle774dal c7
Carbon Copy Events Status Timestamp
Contracts Team
contracts@mountainalarrn.com
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted:10/27/2023 10:05:49 AM
ID:1 db7faba-0130-46d6.859e-6fa0663b8258
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent HashedlEncrypled 10131/2023 3:43:07 PM
Envelope Updated Security Checked 10/31/2023 3A5:14 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Reoord and Signature Disclosure created on:3/15/2017 3:00:40 PM
Parties agreed to:Devin Cazares-Munoz,City of Fresno PARCS,Office Reviewer,Devin Munoz,Contracts Team
CONSUMER DISCLOSURE
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Getting paper copies
At any time,you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time(usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a$0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically,you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign A Vithdraw ConsehhtAl form on the signing page of
your DocuSign account.This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce tlhe chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us.Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process,please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact Fire Protection Service Corp:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: aallen@mountainalarm.com
To advise Fire Protection Service Corp of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at aallen@mountainalarm.com and
in the body of such request you must state: your previous e-mail address,your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from Fire Protection Service Corp
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to aallen@niountainalarm.com and in the
body of such request you must state your e-mail address, full name, US Postal address, and
telephone number.We will bill you for any fees at that time, if any.
To withdraw your consent with Fire Protection Service Corp
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an a-mail to aallen@mountainalaitin.com and in the body of such request you
must state your e-mail, full name,IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000A or WindowsXPA-
Browsers (for SENDERS): Internet Explorer 6.OA-or above
Browsers (for SIGNERS): Internet Explorer 6.OA,,Mozilla FireFox 1.0,
NetSca e.7.2(or above
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings: A2 Allow per session cookies
A2 Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
These minimum requirements are subject to change. If these requirements change, we will
provide you with all email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will have
the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you were
able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to e-mail
this disclosure and consent to an address where you will be able to print on paper or save it for
your future reference and access. Further, if you consent to receiving notices and disclosures
exclusively in electronic format on the terms and conditions described above, please let us know
by clicking the AEI agreeAt button below.
By checking the A:I AgreeAt box, I confir n that;
I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC CONSUMER DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
Until or unless I notify Fire Protection Service Corp as described above, I consent to
receive from exclusively through electronic means all notices,disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by Fire Protection Service Corp during the course of my relationship with
you.