HomeMy WebLinkAboutDeep Valley Security 2020-02-05 (also under Vogt)uceiiseu uy ute our eau 01 aeuunry anu investigative aeivlces
Department of Consumer Affairs, Sacramento, CA 95814
License No.: AC03195
(Wit 1 01. 2
COU No. I Ct -o - 1 3 i
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 "Alarm 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 fSTREET/WATER)
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 doer
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 wntten 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. Subscriber 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 alar 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 functions, 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 Subscriber's default in performance
of this agreement or in event central station facility or communication network is nonoperational or subscriber's alarm 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 Monitoring
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, & SERVICE CHARGES: Subscriber agrees to pay DVS:
The sum 01 534.95 , per month, payable ONE MONTH in advance for monitoring andior servicing of the communication software
for the term 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
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 BUYERS 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.
Vogt Tec
d.b.a.
logy. Inc..
Iley Security:
By: 5/20
Date
Agrees to have its credit card automatically
c•. ed for all charges under this contract.
Credit Card 4:
Security Code:
Expiration Date:
Mastercard C Visa • American Express
Cardholder's Name (As it appears on credit card):
Billing Address'
(for residential customers only)
NOTICE OF CANCELLATION
YOU, THE BUYER. MAY CANCEL THIS TRANSACTION AT ANY TIME PRIOR TO MIDNIGHT
OF T THIRD BUSINESS D AFTER THE DATE OF THIS TRANSACTION. SEE THE
ATT H )NOTICE OF CANCEL" 4irNF j M FOR AN EXPLANATION OF THIS RIGHT410.
bscriber's Signature
664 ti rc dh- !�-f �L°'y/ /
Print Full Name
Date
Address
Tax ID SS# or EIN Type & jurisdiction of organization & ID. if any
The undersigned personally guarantees subscribers performance of this agreement
Signature (Name must be printed below) Social Security Number
Name and Address
AVL L yr C
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 OVS. If 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 Subscriber 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 onginal Agreement. unless either party shall 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 painting. alteration. remodeling or damage, including damage caused by unauthorized
intrusion 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, al 110 Volt AC power and electrical outlets and receptacles.
telephone hook-ups, RJ31 x Block or equivalent, Internet 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 it is Subscribers 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 rn 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 event Subscriber complies with the terms of this agreement and DVS fails t0 repair the
security equipment within 36 hours after notice 0 given. excluding Saturdays. Sundays, and legal holidays, Subscriber agrees to send notice that the security equipment is in need of
repair to DVS. in writing, by certified or registered mail, retum receipt requested. and Subscriber shall not be responsible for payments due while the security 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 that 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 0 to be substantially completed is not a definite completion date and time is not of the essence.
11. FALSE ALARMS/PERMIT FEES: Buyer is responsible for all alarm perms 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
on fire department to respond. In the event of termination of police or fire response by the municipal police or fire department this contract shalt 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 terms 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 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 parties or Buyer against Vogt based on its acts or omissions in performing under this contract. This indemnification shall include payment of all
reasonable attorneys' fees, 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 otherwise. This indemnification shall not include claims based on Vogt's gross negligence or wilful misconduct. Buyer on histherfits behalf and on behalf of
his/errts insurance carrier waives any right of subrogation that Buyers 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 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 contact and shall be relieved of any obligations created herein upon such assignment.
13. EQUIPMENT IS NOT A FIXTURE: OVS 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 nsks of loss. 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 loss 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 polities
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 atomeys' fees and liability arising out or or based upon any and all claims. injures and damages arising out of this agreement including. but not
limited to. those claims, injures 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 indemnify Buyer for property on its premises. DVS shall not be responsible
for any portion of any loss or damage which 0 recovered or recoverable by the Buyer from insurance covering such loss or damage or for such loss or damage against which the Buyer is
indemnified or insured.
15. LIMITATION OF LIABILITY: Buyer agrees that should there arse 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 $250.00 or 5% of the sales price, whichever is greater. N 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, the parties agree that the amount to be recovered, and any
judgment to be entered, shall include interest at the rate of one and ore-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 attomey'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 t0 have merged In and be restricted
to the terns and conditions of this agreement. Buyer submits to the jurisdiction of Catiomia 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.
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 parties
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 contact 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 Buyers 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 DVS and DVS is
authorized to file a financing statement.
20. FULL AGREEMENTISEVERABILITY: This agreement (together with ail 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 ardlor 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 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 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 Subscribers 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 without 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 Buyer's 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 LSTREET,WATERI
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):
1-4G LTE COMMUNICATOR fVERIZONI
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: $ 260.00 charges under this contract.
Taxes: $ 15.53
Total: $ 275.53 Credit Card #:
Down Payment: $0.00
Balance due upon completion of installation: $275.53 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 Cardholders Name (As 4 appears on credit card):
contract(s)
Vogt Tech
d b.a D
By:
Dat /5/20
(N. - • er tenant has the right to require the contractor
h. - a performance and payment bond).
ogy. Inc.
alley Security
The law requires that the contractor give you a notice
explaining your right to cancel. Initial below if 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
ATTACHED N'TICE OF CANCELLATION FORM.FOR AN EXPLANATION OF THIS RIGHT.
, �7 /
B yer's signature: Owner/tenant has the right to ri- the contractor have a
performance . r. yment hond.
l S Ann rig( (�y �iiAoa 0
Print Buyer's Name 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 if 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 DECLINED. DVS SHALL NOT BE UABLE 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. BUYER'S 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.
1. ALTERATION OF PREMISES FOR INSTALLATION: DVS o authorized to make preparations such as drilling tales, 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 condihon created thereby as a result of such installation, service, or removal of the
equipment, and Buyer represents that the owner of the premises. i1 other than Buyer. authorizes the Installation of the equipment under the terms of this agreement.
2. 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.
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 Subscriber's sole responsibility to lest the operation of the security equipment and to notify DVS if any equipment is 0 need of repair. DVS shall not be required to service the security
equipment if Buyer is in default and unless it has received notice from Buyer. 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. 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 wim the terms of this agreement 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 reed 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 condition 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. stakes. walk-outs, war, acts of God, or other causes. including DVS's negligence or failure to perform any obligation. The estimated date work i5 to be substantially completed is
rata definite completion date and time Is not of the essence.
5. 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 AI-lJ and indemnity 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 ethenwis6. 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 f0t force and Buyer shall remain liable for all payments provided 101
herein. Should DVS be required by existing or hereinafter enacted law or AHJ to perform any service or furnish any matenal not specifically covered by the terms of this agreement Buyer agrees to
pay DVS in advance for such service or material.
6. INOEMNITYIWAIVER OF SUBROGATION RIGHTS/ASSIGNMENTS: Buyer agrees to and shall defend, indemnify. and hold harmless. Vogt Technology. Inc.. 0.0.3. 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 include payment of all reasonable attorneys' fees. 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 01 settlement, judgment, of otherwise. This indemnification shall not
include claims based on Vogt's gross negligence or willful misconduct. Buyer on Nslherfts behalf and on behalf of hidherfits insurance carrier waives any right of subrogation that Buyer's insurance
canner may otherwise have against Vogt arising out of this agreement or the relation of the parties hereto The pontis hereto agree that there are no third pay beneficiaries of this contrail. 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.
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 Postures
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 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,
egurpment failure, or any other cause, whatsoever. regardless of whether or not such bs5 or damage was caused by or contributed to by OVS'S negligent performance. failure to perform any obligation
or stud products liability Buyer releases DVS from any claims for conMbution, 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. d.b a DVS, is named as an additional insured of each policy, and, under which the insurer agrees to mdemnlfy and hold DVS harmless from and
against all costs, expenses (including attorneys' lees), 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 minimus limas of liability of such insurance shall be one malice
dollars for any Injury or death. and property damage man amount necessary to indemnify Buyer for property on rt5 premises OVS shall not be responsible for any portion of any loss or damage which
is recovered or recoverable by the Buyer from Insurance covering such loss or damage or for such loss or damage against which the Buyer is indemnified or insured
9. LIMITATION OF LIABILITY: Buyer agrees that should there anse any 5abildy on the part of DVS as a resin of OVS'S negligent performance to any degree, failure t0 perform any of DVS'S
obligations, equipment failure or st0ct products liability, that DVS'S liability shall be limited to the sum of $250.00 or 5% of the sates price, whichever is greater. If 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 ir0o 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 prevailing parry 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 bared. All actions or proceedings against DVS must be
based on the provisions of this agreement Any other action that Buyer may have or bong 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 State of Califorua 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 to third parties who may be
independent of DVS. and that OVS 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
partes and that Buyer appoints DVS to act a5 Buyers agent with respect t0 such third parties. except that DVS shall not obligate Buyer t0 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 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 fora period of two years after DVS has completed providing service to Buyer. In the event of Buyers 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 wet DVS. times twelve, together with DVS's counsel
and expert witness fees.
13. SECURITY INTEREST/COLLATERAL) To secure Buyers obligations under this agreement Buyer grants DVS a security interest in the equipment installed 0y DVS and DVS i5 aa(onzed to file
a financing statement.
14. FULL AGREEMENT/SEVERABILITY: This agreement (together with all adden0ums, exhibits. documents, ancien instruments attached hereto) constitutes the full and complete agreement and
understanding between the paries hereto and shall supersede and control any and all p1i0r Written end/010ra1 representations. understandings. anchor agreements concerning the subject matter of this
agreement This agreement may not be amended. modified, or cancelled unless done so in wr rig. except that in the event DVS issues a UL certificate to Buyer, DVS will comply with Underwmers
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 Stale of California. Any amendment Of
modification of this agreement must be in writing and signed by both parties hereto. Any carcellabon 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.
15. RIGHT TO COPY OF CONTRACT BEFORE COMMENCEMENT OF WORK: You, the buyer. are entitled to a completely filled m copy of this agreement. signed by bah you and the contractor.
before any work may be started.
16. MECHANIC'S LIEN WARNING. Anyone who helps improve your property, but who is not pad. may record what is called a mechanics' len on your property. A mechanics' lien is a dam, like a
mortgage or home equity loan, made against your property and recorded with the county recorder. Even if you pay you contractor in full. unload subcontractors, suppliers, and laborers who helped to
improve your properly may record mechanics' liens and sue you in court to foreclose the lien. If a cart finds the lien is valid, you could be forced to pay twice or have a cart officer sett you hone to
pay the len. 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 Preliminary
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 lien on your properly d he or she is not pad. The
Preliminary Notice can be sent up to 20 days after the subcontractor stars work or the Supplier provides material. This can be a big problem 0 you pay your contractor before you have received the
Preliminary Notices. You will not get Preliminary Notices tom your prime contractor or from laborers who work on your project The law assumes that you already know they are improvsg you
property. You can protect yourself from liens by getting a list from your contractor of al the subcontractors and material suppliers that work on your project. Find out from your contractor when these
subcontractors started work and when these suppliers delivered goods or materials. Then wad 20 days paying attention to the Preliminary Notices you receive. One way to protect yoursel is to P85
with a joint check. When your contractor tells you it is time to pay for the work of a subcontractor or supplier who has provided you with a Preliminary Notice. ante 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 s0e at www.csib.ca.gov or call CSLB at 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 hien, upon satisfactory payment being made for the work that is performed under this contract 10 DVS, DVS will fully and
u condltionally release the Buyer from any claim or mechanic's lien pursuant to Section 3114 of the Civil Code for that portion of the work for which payment has been made
18. DEFINING START DATE. Installation under this contract will be deemed to commerce up DVS entering the premises where the electr0ncc security system anchor fire equipment system ns to be
installed and either a) removing part or parts of the wall, ceiling or floor to either access wiring or perform other necessary tasks in regards to making the electronic security system a0/or fire
equipment system operational. b) affixing an electronic security system and/or fire equipment system on the wall. roof or ceiling; c) placing an operational electronic security system 300100 fire
equpmem system that is not affixed to the wall, ceding o0 floor.
19. EXTRA ORDERS OR CHANGE OF ORDERS. Extra Work and Change Orders become part of the contract orae the oda is prepared en writing and signed by the parties poor to the
commencement of any work covered by the new charge 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
oder will have on the schedule of progress payments. The Buyer may not require a contractor to perform extra or charge-oder work without providing written authorization prior to the
commencement of any work covered by the new change order The Extra Work Order or Change Order is not enforceable against the Buyer unless this written extra work or change order includes: (1)
the scope of work encompassed by the oder; (ii) the amount to be added or subtracted from the centrad; (brittle effect the order well make in the progress payments or the completion date. A Buyer's
failure to comply with the requirements of Nis paragraph does not prelude the recovery of compensation for work performed based upon legal or equitable remedies designed to prevent unjust
enrichment
