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HomeMy WebLinkAboutVogt Technology, Inc. 2020-02-05 (Deep Valley Security)License(' uy uie our eau 01 oecUuly alio In vesuyauve oelvices Department of Consumer Affairs, Sacramento, CA 95814 License No.: AC03195 PAGE 1 OF 2 COU No. l 1 ;1.-0 " 13 0 VOGT TECHNOLOGY, INC., doing business as DEEP VALLEY SECURITY 960 N. State Street, Ukiah, CA 95482 (707) 462-5200 CENTRAL OFFICE MONITORING CONTRACT This agreement is made this 5' day of FEBRUARY , 2020 by and between VOGT TECHNOLOGY, INC., doing business as, DEEP VALLEY SECURITY (hereinafter referred to as "DVS", "Contractor", or -Alar Company") and CITY OF UKIAH (hereinafter referred to as the "Subscriber" or "Buyer"). Location of premises where communication software & security equipment is installed: 1320 AIRPORT RD. UKIAH, CA 95482 (GARAGE/FIRED Phone Number: WHEREAS. Subscriber owns or leases an electronic security system & desires central office monitoring service. the parties agree as follows: 1. CENTRAL OFFICE MONITORING SERVICE: Upon receipt of a signal from the communication software, DVS or its designee communication center shall make every reasonable effort to notify Subscriber & the appropriate municipal police or fire department. Subscriber acknowledges that signals transmitted from Subscriber's premises directly to municipal police or fire departments are not monitored by personnel of DVS or DVS's designee communication center & DVS doe: not assume any responsibility for the manner in which such signals are monitored or the response, if any, to such signals. Subscriber acknowledges that signals which are transmitted over telephone lines, wire, air waves or other modes of communication pass through communication networks wholly beyond the control of DVS & are not maintained by DVS &, therefore, DVS shall not be responsible for any failure which prevents transmission signals from reaching the central office monitoring center or damages arising there from. Subscriber agrees to furnish DVS with a written list of names & telephone numbers of those persons Subscriber wishes to receive notification of alarm signals. All changes & revisions shall be supplied to DVS in writing. Subscnber authorizes DVS to access the control pane to input or delete data & programming. If the equipment contains listening devices permitting central office to monitor sound then upon receipt of an alarm signal central office shall monitor sound for so long as central office in its sole discretion deems appropriate to confirm an alar condition. If Subscriber requests DVS to remotely activate or deactivate the system, change combinations, openings or closings, or re -program system (unctions. Subscriber shall pay DVS $50.00 for each such service. DVS may, without prior notice, suspend or terminate its services, in central station's sole discretion, in event of Subscribers default in performance of this agreement or in event central station facility or communication network is nonoperational or subscriber's alar system is sending excessive false alarms. Central station is authorized to record & maintain audio & video transmissions, data & communications, and shall be the exclusive owner of such property. 2. DESCRIPTION OF SERVICE & EQUIPMENT VALUE: Initial service provided: X Monitoring _Service X Cell Primary High Speed Internet Monitonng Approximate date of installation: N/A Estimated date for completion: N/A Failure to substantially commence work within 20 days from the approximate date specified in this agreement is a violation of the law. 3. INSTALLATION, RENTAL, 8 SERVICE CHARGES: Subscriber agrees to pay DVS: The sum of $46.95 , per month. payable ONE MONTH in advance for monitoring and/or servicing of the communication software for the ter of _3_ years commencing on the first day of the month next succeeding the date hereof. and continuing monthly thereafter, all payments being due on the first of the month. Please note. service included accounts may still be subject to a travel fee ranging from $25.00 to $50.00 on service calls. WAIVER OF WARRANTIES THERE ARE NO WARRANTIES WHICH EXTEND BEYOUND THE DESCRIPTION ON THE FACE HEREOF. DVS HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WHATSOEVER, AND HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY AND/OR ANY WARRANTY OF FITNESS FOR ANY PARTICULAR USE OR PURPOSE. DVS DOES NOT REPRESENT OR WARRANT THAT THE ELECTRONIC SECURITY SYSTEM WILL PREVENT ANY LOSS, DAMAGE OR INJURY TO ANY PERSON AND/OR ANY PROPERTY. DVS DOES NOT REPRESENT OR WARRANT THAT THE ELECTRONIC SECURITY SYSTEM WILL PROVIDE THE PROTECTION FOR WHICH IT IS INSTALLED OR INTENDED. BUYER ACKNOWLEDGES THAT DVS IS NOT AN INSURER; AND, IT 15 BUYE'R'S SOLE AND EXCLUSIVE RESPONSIBILITY AND OBLIGATION TO OBTAIN AND MAINTAIN PROPER INSURANCE COVERAGE FOR ALL RISKS OF LOSS OR DAMAGES TO THE PREMISES, ITS CONTENTS, AND ANY PERSON(S) LOCATED THEREIN OR THEREON BUYER ASSUMES ALL RISK FOR LOSS OR DAMAGE TO BUYER'S PREMISES, ANY PROPERTY LOCATED THEREIN OR THEREON, AND/OR ANY PERSON LOCATED THEREIN OR THEREON. BUYER ACKNOWLEDGES THAT ANY AFFIRMATION OF FACT OR PROMISE MADE BY ANY REPRESENTATIVE OF DVS SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY UNLESS SAID AFFIRMATION OF FACT OR PROMISE IS EXPRESSLY SET FORTH IN WRITING IN THIS AGREEMENT. BUYER IS NOT RELYING ON DVS'S SKILL OR JUDGMENT IN SELECTING OR FURNISHING A SYSTEM SUITABLE FOR ANY PARTICULAR USE OR PURPOSE. BUYER ACKNOWLEDGES THAT DVS HAS OFFERED ADDITIONAL AND MORE SOPHISTICATED EQUIPMENT FOR AN ADDITIONAL CHARGE WHICH BUYER HAS DECLINED. DVS SHALL NOT BE LIABLE FOR CONSEQUENTIAL DAMAGES SUSTAINED OR SUFFERED BY BUYER OR ANY OTHER PERSON THAT ARE ALLEGED TO HAVE BEEN CAUSED BY A BREACH OF THIS AGREEMENT BY DVS OR OTHERWISE ARISING OUT OF THIS AGREEMENT. BUYERS EXCLUSIVE REMEDY FOR DVS'S BREACH OF THIS CONTRACT OR NEGLIGENCE TO ANY DEGREE UNDER OR ARISING OUT OF THIS CONTRACT IS TO REQUIRE DVS TO REPAIR OR REPLACE, AT DVS'S OPTION, ANY EQUIPMENT WHICH IS NON -OPERATIONAL. SEE ADDITIONAL PAGES OF THIS CONTRACT FOR ADDITIONAL TERMS AND CONDITIONS OF THIS SALE WHICH ARE PART OF THIS CONTRACT. READ THEM BEFORE YOU SIGN THIS CONTRACT. BUYER ACKNOWLEDGES RECEIVING A FULLY EXECUTED COPY OF THIS CONTRACT AT TIME OF EXECUTION. NOTICE OF CANCELLATION Vogt Tey, Inc., YOU, THE BUYER, MAY CANCEL THIS TRANSACTION AT ANY TIME PRIOR TO MIDNIGHT d.b.a. lleyS unt: OF - HIRD BUSINES DAY AFTER THE DATE OF THIS TRANSACTION. SEE THE ATIA• /1 NOTICE OF CAN _1I TIO N• ORM FOR AN EXPLANATION OF THIS RIGHT. 2/5/20 Date er Agrees to have its credit card automatically ged for all charges under this contract. Credit Card #: Security Code: Expiration Date: Mastercard '_I Visa I'i American Express Cardholder's Name (As it appears on credit card): Billing Address: (for residential customers only) ubsscrjber's Signature 6( 44-14-11. t- Print Full Name a-�ro��oao Date Address Tax ID SS# or EIN Type & junsdiction of organization & ID. if any The undersigned personally guarantees subscriber's performance of this agreement Signature (Name must be punted below) Social Security Number Name and Address fnVL CV! L 4. COMMUNICATION SOFTWARE REMAINS PERSONAL PROPERTY OF DVS: The communication software and equipment. together with lawn signs & decals. shall remain the sole personal property of DVS and shall not be considered a fixture or a part of the realty. Subscriber shall not permit the attachment thereto of any apparatus furnished by DVS. 1 the communication equipment is part of the instrument panel then the chip or software programmed to transmit a signal shall be leased, remain DVS's property. and all reference in this agreement to communication software shall be deemed to be the chip and/or software Passcode to CPU software remains property of DVS. Provided Subscriber performs this agreement for the full term thereof. upon termination DVS shall at its option provide to Subscnber the passcode to the CPU software or change the passcode to the manufacturer's default code 5. TERM OF AGREEMENT: RENEWAL INCREASE: The term of this agreement shall be for a period of one (3) years & shall automatically renew for month to month periods. the first of such renewal periods to commence upon date of the expiration of the original Agreement. unless either party shalt notify the other. in writing, not less than thirty days prior to the expiration of the original Agreement or the expiration of any renewal periods. of the desire to terminate this Agreement. DVS shall be permitted, from time to time to increase the monitonng charge by an amount not to exceed nine percent each year & Lessee agrees to pay such increase as invoiced. DVS reserves the right to cancel this contract at Its sole discretion with a 30 day written notice to subscriber. 6. CARE OF EQUIPMENT: Subscriber agrees not to tamper with, remove or otherwise interfere with the communication software which shall remain in the same location as installed & Subscriber agrees to bear the cost of repairs or replacement made necessary as a result of any paintingalteration, remodeling or damage, including damage caused by unauthorized intnnbn to the premises. lightning or electrical surge. except for ordinary wear & tear during the warranty period. in which event repair or replacement shall be made by DVS without additional charge. 7. ALTERATION OF PREMISES FOR INSTALLATION: DVS is authorized to make preparations such as drilling holes, driving nails, making attachments or doing any other thing necessary in DVS's sole discretion for the installation and service of the equipment, and DVS shall not be responsible for any condition created thereby as a result of such installation, service. or removal of the equipment, and Buyer represents that the owner of the premises, if other than Buyer. authorizes the installation of the equipment under the terms of this agreement. 8. BUYER'S DUTY TO SUPPLY ELECTRIC AND TELEPHONE SERVICE: Buyer agrees to furnish. at Buyer's expense, all 110 Volt AC power and electrical outlets and receptacles telephone hook-ups. RJ31x Block or equivalent, intemet connection, high speed broadband cable or DSL and IP Address, as deemed necessary by DVS. 9. TESTING AND SERVICE OF COMMUNICATION SOFTWARE: The parties hereto agree that the security equipment, once installed, is in the exclusive possession and control of the Subscriber. and itis Subscriber's sole responsibility to test the operation of the security equipment and to notify DVS if any equipment is In need of repair. DVS shall not be required to service the security equipment if subscriber is in default and unless it has received notice from Subscriber. and upon such notice. DVS shall service the security equipment to the best of its ability within 36 hours, exclusive of Saturday, Sunday and legal holidays, during the business hours of 9 a.m. and 5 p.m. Subscriber agrees to test and inspect the security equipment and to advise DVS of any defect, error or omission in the security equipment, In the even( Subscriber complies with the terms of this agreement and OVS fails to repair the security equipment within 36 hours after notice is given. excluding Saturdays. Sundays, and legal holidays, Subscriber agrees to send notice that the security equipment i5 in need of repair to DVS, In writing, by certified or registered mail, return receipt requested, and Subscriber shall not be responsible for payments due while the secunty equipment remains inoperable. In any lawsuit between the parties in which the condition or operation of the security equipment is in issue, the Subscriber shall be preluded from raising the issue Nat the security equipment was not operating unless the Subscriber can produce a post office certified or registered receipt signed by DVS. evidencing that service was requested by Subscriber. 10. DELAY IN INSTALLATION: DVS shall not be liable for any damage or loss sustained by Subscriber as a result of delay in installation of equipment. equipment failure. or for interruption of service due to electric failure, Strikes, walk-outs. war, acts of God, or other causes, including DVS's negligence or failure to perform any obligation. The estimated date work is to be substantially completed is nota definite completion date and time is not of the essence. 11. FALSE ALARMS/PERMIT FEES: Buyer is responsible for all alarm permits and permit fees. agrees to file for and maintain any permits required by applicable law and AHJ and indemnify or reimburse DVS for any fines relating to permits. code compliance or false alarms. DVS shall have no liability for permit fees, false alarms. false alarm fines, police or fire response, any damage to personal or real property or personal injury caused by police or fire department response to alarm, whether false alarm or otherwise. or the refusal of the police or fire department to respond. In the event of termination of police or fire response by the municipal police or fire department this contract shall nevertheless remain in full force and Buyer shall remain liable for all payments provided for herein. Should DVS be required by existing or hereinafter enacted law or AHJ to perform any service or furnish any material not specifically covered by the terns of this agreement Buyer agrees to pay DVS in advance for such service or material. 12. INDEMNITY/WAIVER OF SUBROGATION RIGHTS/ASSIGNMENTS: Buyer agrees to and shall defend, indemnify, and hob harmless. Vogt Technology, Inc., d.b.a. DVS, its officers, directors, shareholders. and employees (hereafter. -Vogt"). from and against claims for damages resulting from personal injuries, including those resulting in death. or property damage or loss brought by third parties or Buyer against Vogt based on its acts or omissions in performing under this contract. This indemnification shall indude payment of all reasonable attorneys' fees. costs, and expenses associated with defending any such claims. O shall include the payment by Buyer of any and all such damages or losses by way of settlement. judgment, or otherwise. This indemnification shall not include claims based on Vogt's gross negligence or wiltful misconduct Buyer on his/her/its behat and on behalf of his/her/its insurance carver waves any right of subrogation that Buyer's insurance carrier may otherwise have against Vogt arising out of this agreement or the relation of the parties hereto. The parties hereto agree that there are no third party beneficiaries of this contract. Buyer shall not be permitted to assign this agreement without written consent of DVS. DVS shall have the right to assign this contract and shall be relieved of any obligations created herein upon such assignment. 13. EQUIPMENT IS NOT A FIXTURE: DVS and Buyer agree that the equipment, once installed, does not become the personal property of the Buyer, that the equipment is not permanently attached to the realty and shall not be deemed fixtures. 14. INSURANCE: Buyer agrees that DVS is not an insurer and no insurance coverage is offered herein. The equipment is designed to reduce certain risks of toss. though DVS does not guarantee that no loss will occur. DVS is not assuming liability, and. therefore shall not be liable to Buyer for any loss. personal injury or property damage sustained by Buyer as a result of fire, smoke or water, equipment failure, or any other cause, whatsoever, regardless of whether or not such bss or damage was caused by or contributed to by DVS'S negligent performance. failure to perform any obligation or strict products liability. Buyer releases DVS from any claims for contribution, indemnity or subrogation. The Buyer shall maintain policies of liability, property damage. and fire insurance under which DVS and the Buyer are named as insured. and under which the insurer agrees to indemnify and hold DVS harmless from and against all costs, expenses Including attorneys' fees and liability arising out of or based upon any and all claims, injuries and damages arising out of this agreement, including, but not limited to. those claims, injuries and damages contributed to by DVS's negligent performance to any degree or its failure to perform any obligation. The minimum limits of liability of such insurance shall be one million dollars for any injury or death. and property damage in an amount necessary to indemnity Buyer for property on its premises DVS shall not be responsible for any portion of any loss on damage which is recovered or recoverable by the Buyer from insurance covering such loss or damage or tot such kiss or damage against which the Buyer is indemnified or insured. 15. LIMITATION OF LIABILITY: Buyer agrees that should there arise any liability on the part of DVS as a result of DVS'S negligent performance to any degree, failure to perform any of DVS'S obligations. equipment failure or strict products liability. that DVS'S liability shall be limited to the sum of 5250.00 or 5% of the sales price, whichever is greater. O Buyer wishes to increase DVS'S maximum amount of DVS'S limitation of liability. Buyer may, as a matter of right, at any time, by entering into a supplemental contract, obtain a higher limit by paying an annual payment consonant with DVS'S increased liability. This shall not be construed as insurance coverage. 16. LEGAL ACTION: In the event DVS institutes legal action to recover any amounts owed by Buyer to DVS hereunder. Inc parties agree that the amount to be recovered. and any judgment to be entered, shall include interest at the rate of one and one-half percent (1 1/2%) per month from the date payment is due. Should DVS institute an action or proceeding to recover amounts due from Buyer under this Contract, the prevailing party shall be entitled to recover reasonable attorney's fees and costs associated therewith. The parties waive trial by jury In any action between them. In any action commenced by DVS against Buyer. Buyer shall not be permitted to interpose any counterclaim. Any action by Buyer against DVS must be commenced within one year of the accrual of the cause of action or it shall be barred. All actions or proceedings against DVS must be based on the provisions of this agreement. Any other action that Buyer may have or bring against DVS in respect to other services rendered in connection with this agreement shall be deemed to have merged in and be restricted to the terms and conditions of this agreement. Buyer submits to the jurisdiction of California and agrees that any litigation between the parties must be commenced and maintained exclusively in the Stale of California and in the County of Mendocino. 17. DVS'S RIGHT TO SUBCONTRACT SPECIAL SERVICES: Buyer agrees that DVS is authorized and permitted to subcontract any services to be provided by DVS to third paries who may be Independent of DVS, and that DVS shall not be liable for any loss or damage sustained by Buyer by reason of fire. theft. burglary or any other cause whatsoever caused by the negligence of third parties and that Buyer appoints DVS to act as Buyer's agent with respect to such third parties. except that DVS shall not obligate Buyer to make any payments to such third parties. DVS shall be permitted to assign this contract and upon such assignment shall have no further obligation hereunder. Buyer acknowledges that this agreement and particularly those paragraphs relating to DVS's disclaimer of warranties. exemption from liability, even for its negligence, limitation of liability and indemnification. inure to the benefit of and are applicable to any assignee. subcontractors and communication centers of DVS. 18. NON-SOLICITATION. Buyer agrees that it will not solicit for employment for Itself, or any other entity, or employ, in any capacity any employee of DVS assigned by DVS to perform any service for or on behalf of Buyer for a period of two years after DVS has completed providing service to Buyer. In the event of Buyer's violation of this provision, in addition to injunctive relief. DVS shall recover from Buyer an amount equal to such employee's salary based upon the average three months preceding employee's termination of employment with DVS, times twelve, together with DVS's counsel and expert witness fees. 19. SECURITY INTEREST/COLLATERAL: To secure Buyer's obligations under this agreement Buyer grants DVS a security interest in the equipment installed by OVS and DVS is authorized to file a financing statement. 20. FULL AGREEMENT/SEVERABILITY: This agreement (together with all exhibits. documents, and/or instruments attached hereto) constitutes the full and complete agreement and understanding between the parties hereto and shall supersede and control any and all poor written and/or oral representations. understandings, and/or agreements concerning the subject matter of this agreement. This agreement may not be amended, modified. or cancelled unless done so in writing, except that in the event DVS issues a UL certificate to Buyer. DVS will comply with Underwriters Laboratory Inc. or any local law requirements regarding items of protection provided for in this agreement. This contract shall be governed by the laws of the State of California. Any amendment or modification of this agreement must be signed by both panes hereto. Any cancellation of this agreement must be signed by the party cancelling the agreement. Should any provision of this agreement be deemed void or unenforceable, all other provisions will remain in full force and effect. 21. DELINQUENCY; RECONNECT CHARGES; INTEREST: In the event any payment due hereunder is more than ten (10) days delinquent. Company may impose and collect a delinquency charge of 0.83% per month (10% per annum) of the amount of the delinquency. 1 the alarm system is deactivated because of Subscriber's past due balance, and if Subscriber desires to have system reactivated, Subscriber agrees to pay in advance to Company a reconnect charge to be fixed by Company in a reasonable amount. 22. CHANGE IN OWNERSHIP OF SUBSCRIBER'S PREMISES: Subscriber acknowledges that the sale or transfer of Subscriber's premises shall not relieve Subscriber of his duties and obligations under this agreement. Subscriber may not assign or permit anyone to take subject to this Agreement wfthoul the written consent of Company. Licensed by the Bureau of Security and Investigative Services Department of Consumer Affairs, Sacramento, CA 95814 License No.: AC03195 VOGT TECHNOLOGY, INC., doing business as DEEP VALLEY SECURITY 960 N. State Street, Ukiah, CA 95482 (707) 462-5200 A Notice of Cancellation may be sent to the contractor at the above address HOME IMPROVEMENT STANDARD SECURITY EQUIPMENT SALES CONTRACT PAGE 1 OF 2 VOGT TECHNOLOGY, INC., doing business as DEEP VALLEY SECURITY (hereinafter referred to as "DVS" or "Seller") agrees to sell and install an electronic security system at the Buyers premises; and, DVS agrees to instruct Buyer in the proper use of the electronic security system. Buyer agrees to purchase an electronic security system from DVS. Buyer's Name: CITY OF UKIAH Buyer's Address: 1320 AIRPORT RD. UKIAH, CA 95482 IGARAGE/FIRE1 Description of the Project and Description of the Significant Materials to be Used and Equipment Installed (equipment is identified by make. model and/or other information): 1-IP/4G COMM. DUAL PRIMARY UL The parties agree that passcode to the CPU software remains the property of DVS. Contract Price: Buyer agrees to have its credit card automatically charged for all service Purchase Price: $ 615.00 charges under this contract. Taxes: $ 39.49 Total: $ 654.49 Credit Card #: Down Payment: $0.00 Balance due upon completion of installation: $654.49, Expiration Date: Approximate date work to begin: TBD Estimated date work to be substantially completed MasterCard __Visa _American Express TBD 'Estimated dates ONLY. equipment is ordered upon receiving signed Cardholder's Name (As it appears on credit card): contract(s) Vogl Technology, Inc. d.b.a. De p Valley Sec, By Date • . 2/5/20 riL Owner tenant has the right to require the contractor h- e a performance and payment bond). The law requires that the contractor give you a notice explaining your right to cancel. Initial below 4 the contractor has given you a Notice of the Three -Day Right to Cancel. License Number of Alarm Installer. ACe Name of Salesperson Registration Number of Salesperson: (where applicable): Approximate Start Date of Installation: TBD Approximate Completion Date of Installation: TBD Billing Address: (for residential customers only) NOTICE OF CANCELLATION YOU, THE BUYER, MAY CANCEL THIS TRANSACTION AT ANY TIME PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE OF THIS TRANSACTION. SEE THE ATTACH D NOTICE OF CAN LLATION FORM FOR AN EXPLANATION OF THIS RIGHT. Bt/yer s signature. Ownertenant has the right / per rmanc I/ et /4 /4„ `ti Print Buyer's Name re the contractor have a payment bond. Q-11//2ICI co Date Buyer's Address Tax ID/EIN Type and jurisdiction of organization and ID if any The undersigned personally guarantees buyer's performance of this agreement: Signature (Name and address must be printed below) (Note. Owner/tenant has the right to require the contractor to have a performance and payment bond). Social Security Number SEE ADDITIONAL PAGES OF THIS CONTRACT FOR ADDITIONAL TERMS AND CONDITIONS OF THIS SALE WHICH ARE PART OF THIS CONTRACT. READ THEM BEFORE YOU SIGN THIS CONTRACT. BUYER ACKNOWLEDGES RECEIVING A FULLY EXECUTED COPY OF THIS CONTRACT AT TIME OF EXECUTION. LIMITED WARRANTY In the event that any part of the equipment becomes defective, or in the event that any repairs are required, DVS agrees to make all repairs and replacement of parts without costs to the Buyer for a period of ninety (90) days from the date of installation. DVS reserves the option to either replace or repair the equipment and it reserves the right to substitute materials of equal quality at time of replacement, or to use reconditioned parts in fulfillment of this warranty. DVS's warranty does not include any electrical, plumbing, and/or construction work that may be required, or, any damage caused by lightning, electrical surge, or defective wiring. DVS is not the manufacturer of the equipment and other than DVS's limited warranty Buyer agrees to look exclusively to the manufacturer of the equipment for repairs under its warranty coverage 4 any. Buyer's exclusive remedy for DVS's breach of this contract or negligence to any degree arising out of this contract is to require DVS to repair or replace, at DVS's option. any equipment which is non -operational. WAIVER OF WARRANTIES PAGE 2 OF 2 THERE ARE NO WARRANTIES WHICH EXTEND BEYOUND THE DESCRIPTION ON THE FACE HEREOF DVS HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WHATSOEVER, AND HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABIUTY AND/OR ANY WARRANTY OF FITNESS FOR ANY PARTICULAR USE OR PURPOSE. DVS DOES NOT REPRESENT OR WARRANT THAT THE ELECTRONIC SECURITY SYSTEM WILL PREVENT ANY LOSS, DAMAGE OR INJURY TO ANY PERSON AND/OR ANY PROPERTY. DVS DOES NOT REPRESENT OR WARRANT THAT THE ELECTRONIC SECURITY SYSTEM WILL PROVIDE THE PROTECTION FOR WHICH IT IS INSTALLED OR INTENDED. BUYER ACKNOWLEDGES THAT DVS IS NOT AN INSURER; AND, IT IS BUYER'S SOLE AND EXCLUSIVE RESPONSIBILITY AND OBLIGATION TO OBTAIN AND MAINTAIN PROPER INSURANCE COVERAGE FOR ALL RISKS OF LOSS OR DAMAGES TO THE PREMISES, ITS CONTENTS, AND ANY PERSON(S) LOCATED THEREIN OR THEREON. BUYER ASSUMES ALL RISK FOR LOSS OR DAMAGE TO BUYER'S PREMISES, ANY PROPERTY LOCATED THEREIN OR THEREON, AND/OR ANY PERSON LOCATED THEREIN OR THEREON. BUYER ACKNOWLEDGES THAT ANY AFFIRMATION OF FACT OR PROMISE MADE BY ANY REPRESENTATIVE OF DVS SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY UNLESS SAID AFFIRMATION OF FACT OR PROMISE IS EXPRESSLY SET FORTH IN WRITING IN THIS AGREEMENT. BUYER IS NOT RELYING ON DVS'S SKILL OR JUDGMENT IN SELECTING OR FURNISHING A SYSTEM SUITABLE FOR ANY PARTICULAR USE OR PURPOSE. BUYER ACKNOWLEDGES THAT DVS HAS OFFERED ADDITIONAL AND MORE SOPHISTICATED EQUIPMENT FOR AN ADDITIONAL CHARGE WHICH BUYER HAS DECUNED. DVS SHALL NOT BE LIABLE FOR CONSEQUENTIAL DAMAGES SUSTAINED OR SUFFERED BY BUYER OR ANY OTHER PERSON THAT ARE ALLEGED TO HAVE BEEN CAUSED BY A BREACH OF THIS AGREEMENT BY DVS OR OTHERWISE ARISING OUT OF THIS AGREEMENT. BUYERS EXCLUSIVE REMEDY FOR DVS'S BREACH OF THIS CONTRACT OR NEGLIGENCE TO ANY DEGREE UNDER OR ARISING OUT OF THIS CONTRACT IS TO REQUIRE DVS TO REPAIR OR REPLACE, AT DVSS OPTION, ANY EQUIPMENT WHICH IS NON -OPERATIONAL. 1. ALTERATION OF PREMISES FOR INSTALLATION: DVS is authorized t0 make preparabons such as drilling rales, driving nails, making attachments or doing any other thing necessary in DVS's sole discretion for the installation and service of the equipment, and DVS shall not be responsible for any condition created thereby as a result of such ineallationservice, or removal of the equipment. and Buyer represents that the owner of the premises. t other than Buyer. authorizes the installation of the equipment under the terms of this agreement 2. BUYERS DUTY TO SUPPLY ELECTRIC AND TELEPHONE SERVICE: Buyer agrees to furnish, at Buyer's expense, all 110 Volt AC power and electrical outlets and receptacles, telephone rook -ups, RJ31x Bock or equivalent, interret connection. high speed broadband cable or DSL and IP Address, as deemed necessary by DVS 3. TESTING AND SERVICE OF COMMUNICATION SOFTWARE: The parties hereto agree that the security equipment, once installed, is in the exclusive possession and control of the Buyer. and it is Subscribers sole responsibility to test the operation of the security equipment and to ratify DVS if any equipment Is in need of repair. DVS shall not be required to service the security equipment if Buyer o in default and unless it has received notice from Buyer. and upon such notice. DVS shall service the security equipment to the best of is ability within 36 hours, exclusive of Saturday. Sunday and legal holidays• during the business hours of 9 a.m. and 5 p.m Buyer agrees to test and inspect the security equipment and to advise DVS of any defect. error or omission in the security equipment. In the event Subscriber complies with the terms of this agreemert and DVS fails to repair the security equipment within 36 hours after notice is given. excluding Saturdays. Sundays, and legal holidays, Buyer agrees to send notice that the security equipment is in need of repair to DVS, in writing, by certified or registered mail. return receipt requested, and Buyer shall not be responsible for payments due while the security equipment remains inoperable. In any lawsuit between the parties in which the condton or operation of the security equipment is in issue. the Buyer shall be precluded from raising the issue that the security equipment was not operating unless the Buyer can produce a post office certified or registered receipt signed by DVS, evidencing that service was requested by Buyer. 4. DELAY IN INSTALLATION: DVS shall not be liable for any damage or loss sustained by Buyer as a result of delay in installation of equipment. equipment failure. or for interruption of service due to electric failure, stokes. walk -outs. war, acts of God. or other causes. including DVS's negligence or failure to perform any obligation. The estimated date work is to be substantially completed is rota definite completion date and time is not of the essence. 5. FALSE ALARMS/PERMIT FEES: Buyer i5 responsible for all alarm permits and pert fees. agrees to file for and maintain any permits required by applicable law and AHJ and indemnify or reimburse DVS for any fires relating to pens. code compliance or false alarms. DVS shall have no liability for permit fees, false alarms, false alar fines, police or fire response, any damage to personal or real property or personal injury caused by police or fire department response to alarm, whether false alar or otherwise, or the refusal of the police or fire department to respond. In the event of termination of police or fire response by the municipal police or fire department this contract shall nevertheless remain in full force and Buyer shall remain liable for all payments provided for herein. Slould DVS be required by existing or hereinafter enacted law or AHJ to perform any service or furnish any malenal not specifically covered by the terms of this agreement Buyer agrees to pay DVS in advance for such service or material, 6. INDEMNITYIWAIVER OF SUBROGATION RIGHTS/ASSIGNMENTS: Buyer agrees to and shall defend. indemnify, and hold harmless, Vogt Technology. Inc., d.b.a. DVS. its officers, directors, shareholders, and employees (hereafter, 'Vogt-), from and against claims for damages resulting from personal injuries, including those resulting in death, or property damage or loss brought by third partes or Buyer against Vogt based on its acts or omissions in performing under this contract. This indemrkficabon shall include payment of all reasonable attorneys tees. costs. and expenses associated with defending any such claims. It shall include the payment by Buyer of any and all such damages or losses by way of settlement, judgment, or olleewise. This indemnification shall not include claims based on Vogt's gross negligence or willful misconduct. Buyer on NSRrerfits behalf and on behalf of his/herrrts insurance caller waives any right of subrogation that Buyer's insurance career may otherwise have against Vogt arising out of this agreement or the relation of the parties hereto The parties hereto agree that there are no thind party benefidanes of this contract Buyer shall not be permitted to as5,gn this agreement without written consent of DVS. DVS shall have the right to assign this contract and shall be relieved of any obhgabons created herein upon such assignment. 7. EQUIPMENT IS NOT A FIXTURE: DVS and Buyer agree that the equipment. once installed, does becomes the personal property of the Buyer, that the equipment is not permanently attached to the realty and shall not be deemed fixtures. 8. INSURANCE: Buyer agrees that DVS is not an insurer and no insurance coverage is offered herein The equipment is designed to reduce certain risks of loss, though DVS does not guarantee that no loss will occur. DVS is not assurrnng liability, and, therefore shall not be liable to Buyer for any loss, personal injury or property damage Sustained by Buyer a5 a result of fire. smoke or water, equipment failure, or any other cause, whatsoever, regardless of whether or not such Toss or damage was caused by or contributed to by DVS'S negligent performance, failure to perform any obligation or strict products liability. Buyer releases DVS from any claims for contribution. indemnity or subrogation Buyer shall maintain policies of liability. property damage, and fire insurance under which Buyer is named as insured and Vogt Technology, Inc. 0.b a. DVS, is named as an additional insured of each policy, and, under which the insurer agrees to indemnify and hold DVS harmless from and against all costs, expenses (including attorneys' fees), and liability arising out of or based upon any and all claims, injuries and damages arising out o/ this agreement including, but not limited to, those claims. injuries and damages contributed to by DVS's negligent performance to any degree or its failure to perform any obligation. The minimvn limas of liability of such insurance shall be one million dollars for arry injury or death, and property damage in an amount necessary to indemnify Buyer for property on its premises. DVS shall not be responsible for any portico of any loss or damage which is recovered or recoverable by the Buyer from insurance covering such loss or damage or for such Toss or damage against which the Buyer is indemnified or insured. 9. LIMITATION OF LIABILITY: Buyer agrees that should there anse arty liability on the part of DVS as a result of DVS'S negligent performance to any degree. fadure to perform any of DVS S obligations, equipment failure or strict products liability, that DVS'S liability shall be limited to the sum of $250.00 or 5% of the sales price, whichever is greater. 8 Buyer wishes to increase DVS'S maximus amount of DVS'S limitation of liability, Buyer may, as a matter of right, at any time. by entering Into a supplemental contract obtain a higher limit by paying an annual payment consonant with DVS'S increased liability. This shall not be construed as insurance coverage. 10. LEGAL ACTION: Should DVS institute an action or proceeding to recover amounts due from Buyer under this Contract, the prevaihng party shall be entitled to recover reasonable attorney's fees and costs associated therewith. The parties waive trial by jury in any action between them. In any action commenced by DVS against Buyer. Buyer shall not be permitted to interpose any counterclaim. Any action by Buyer against DVS must be commenced within one year of the accrual of the cause of action or it shall be barred. All actions or proceedings agamsl DVS must be based on the provisions of thisagreement Any other action that Buyer may have or bring against DVS in respect to other services rendered in connector; with this agreement shall be deemed I0 have merged in and be restricted to the terns and conditions of this agreement Buyer submits to the jurisdiction of Cabfornra and agrees that any litigation between the parties must be commenced and maintained exclusively in the State of California and in the County of Mendocino. 11. DVS'S RIGHT TO SUBCONTRACT SPECIAL SERVICES: Buyer agrees that DVS is authorized and permitted to subcontract any services to be provided by DVS t0 third parties who may be independent of OVS, and that DVS shall not be liable for any loss or damage sustained by Buyer by reason of fire, theft. burglary or any other cause whatsoever caused by the negligence of third parties and that Buyer appoints DVS to act as Buyer's agent with respect to Such third parties, except that DVS shall not obligate Buyer to make any payments t0 such third paries. DVS shall be permed to assign this contract and upon such assignment Shall have no further obligation hereunder. Buyer acknowledges that this agreement. and particrdarly those paragraphs relating to DVS's disclaimer of warranties, exemption from liability. even for its negligence. limtatron of Iiabrlrty and indemnification, inure to the benefit of and are applicable to any assignee, subcontractors and communication used by DVS. 12. NON -SOLICITATION. Buyer agrees that it will not solicit for employment for itself, or any other entity. or employ, in any capacity any employee of DVS assigned by DVS to perform any service for or on behalf of Buyer for a period of two years after DVS has completed providing service to Buyer In the event of Buyer's violation of this provision, in addition to irqunchve relief, DVS shall recover from Buyer an amount equal to such employee's salary based upon the average three months preceding employee's termination of employment with DVS. times (waive. together with OVS's counsel and expert witness fees. 13. SECURITY INTERESTICOLLATERAL: To secure Buyers obligations under th,s agreement Buyer grants DVS a secunty interest on the equipment installed by DVS and DVS is authorized to fie a financing statement. 14. FULL AGREEMENT/SEVERABILITY: This agreement (together with all addendums, exhibits, documents, and/or instruments attached hereto) connsmues the full and complete agreement and understanding between the parties hereto and shall supersede and control any and all poor written and/or oral representations, understandags, and/or agreements concerning the subject matter of this agreement. This agreement may not be amended. modified, or canceled unless done so in writing, except that in the event DVS issues a UL certificate to Buyer, DVS will comply with Underwriters Laboratory Inc. or any local law requirements regarding items of protection provided for in this agreement This contract shall be governed by the laws of the State of California. Any amendment or modification of this agreement must be in writing and signed by both parties hereto. Any cancellation of this agreement must be signed by the party cancelling the agreement. Should any provision of this agreement be deemed void or unenforceable, all other provisons will remain In full force and effect 15. RIGHT TO COPY OF CONTRACT BEFORE COMMENCEMENT OF WORK. You, the buyer, we entmed to a completely filled in copy o1 this agreement, signed by both you and the contractor. before any work may be started. 16. MECHANIC'S LIEN WARNING: Anyone who helps improve your property, but who is net paid, may record what is called a mechanics lien on your property. A mechanics' lien is a clam, like a mortgage or home egaty loan, made against you property and recorded with the county recorder. Even if you pay pour contractor in full, unpaid subcontractors, suppliers, and laborers who helped to improve your property may record mechanics' liens and sue you in court to foreclose the hen. If a court finds the lien is valid, you could be forced to pay twice or have a coat officer sell your home to pay the lien. Liens can also affect your credit. To preserve their right to record a lien, each subcontractor and material supplier must provide you with a document called a -20 -day Prefne Bary Notice' This notice is not a lien The purpose of the notice is to let you know that the person who sends you the notice has the right to record a ben on your property the or she is not pad. The Preliminary Notice can be sem up to 20 days after the subcontractor starts work or the supplier provides material. This can be a big problem if you pay your contractor before you have received the Preliminary Notices. You will not get Preliminary Notces from your prime contractor or from laborers who work on your project The law assumes that you already know they are improving your property. You can protect yourself from liens by gaffing a list from your contractor of all the subcontractors and material suppliers that work on your project Find out from your contractor when these su0comrre, urs started work and when these suppliers delivered goods or materials Then wait 20 days. paying attention to the Preliminary Notices you receive. One way to protect yourself is to pay with a joint check. When your contractor tells you it i5 time to pay for the work of a subcontractor or supplier who has provided you with a Preliminary Notice, write a joint check payable to both the contractor and the subcontractor or material supplier For other ways to prevent liens. visit Contractors State Licensing Board's Web ste at www.cslb cage, or call CSLB al 800-321-CSLB (2752). REMEMBER, IF YOU DO NOTHING, YOU RISK HAVING A LIEN PLACED ON YOUR HOME. This can mean that you may have to pay twice, or face the forced sale of your home to pay what you owe. 17. RELEASE OF MECHANIC'S LIEN: Assuming DVS records a mechanics lien, upon satisfactory payment being made for the work that is performed under this contract to DVS, DVS will fully and uncondrionally release the Buyer from any claim or mechanics len pursuant to Section 3114 of the Civil Code for that portion O1 the work for which payment has been made. 18. DEFINING START DATE: Installation under this contract will be deemed to commence up DVS entering the premises where the electronic security system and/or fire equipment system is to be instated and either. a) removing part or parts of the wall, tering or floor t0 either access wining or perform other necessary tasks in regards to making the electronic seventy system and/or fire equipment system operational; b) affixing an electronic secunty system and/or fire equipment system on the wall. roof or ceiling: c) placing an operational electronic secunty system and/or fire equipment system that is not affixed to the wall, ceiling or floor. 19. EXTRA ORDERS OR CHANGE OF ORDERS' Extra Work and Change Orders become part of the comma once the order is prepared lo writing and signed by the parties poor to the commencement of any work covered by the new change order. The order must describe the scope of the extra work or change, the cost to be added or subtracted from the contract. and the effect the order will have on the schedule of progress payments The Buyer may not require a contractor to perform extra or change -order work without providing written authorization prior to the commencement of any work covered by the new change order The Extra Work Omer or Change Order is not enforceable against the Buyer unless this mitten extra work or change ceder includes. (I) the scope of work encompassed by the order, (ii) the amount to be added or subtracted from the contract; (It) the effect the order will make in the progress payments or the completion date. A Buyers (allure to comply with the requirements of this paragraph does not preclude the recovery of compensation for work performed based upon legal or equitable remedies designed to prevent unjust enrichment.