Loading...
HomeMy WebLinkAboutB25-0164 025-200-118 Avatar Foods CF FA Avatar Natural Foods - Gridley - New Deal AMU, FIRE ILPTBCI'rN,INC.11 Service Agreement with Alarm Monitoring 3YR Avatar Natural Foods - Gridley Reference:20241010-122809940 1900 CA-99 Quote created:October 10,2024 Gridley,CA 95948 Quote expires: November 9,2024 Quote created by: Eric Epperson Felipe Losco felipe@avatarnaturalfoods.com +17024072969 Michael Oghigian michael@avatarnaturalfoods.com +17024196500 Bill To Company/Quote Description/Fire Alarm System to be Monitored: Avatar Natural Foods - Gridley 1900 CA-99,Gridley, CA 95948 Services to be Completed: • Cell Dialer Install and Programming Due:January 2025 • 24hr Monitoring Due:January 2025,2026,2027 • Annual Fire Alarm Due:January 2025,2026,2027 • Semi-Annual Fire Alarm Due:July 2025,2026,2027 • 5YR Fire Sprinkler Due:January 2025 • Annual Fire Sprinkler Due:January 2026,2027 • Quarterly Fire Sprinkler Due:April,July, October-2025,2026,2027 • Annual Pump Due:January 2025,2026,2027 • Weekly Pump Due:Weekly Pump Run Due Each Week, Except the Week Annual Service is Due. • Annual Fire Extinguisher Due: November 2025,2026,2027 Fire Alarm System to be Monitored: Sprinkler Alarm Automatic Fire Alarm Manual Fire Alarm Water Flow Detection Smoke Detector Supervisory Switch Year 1 Budget:January 2025- December 2025 $13,965.00 Year 2 Budget:January 2026- December 2026 $12,340.00 Year 3 Budaet:January 2027- December 2027 $12,340.00 Services to be completed Quantity/Unit Discount Price/Billing Frequency Installation of Fire Alarm Cellular Communicator (One Time Fee) 1 x $1,050.00 Installation of(1) Fire Alarm Cellular Communicator and programming for 24- hour central station monitoring.Cost does not include plan check and permit fees for upgrading or replacing an existing communication device.[one-time cost] Panel(s) must be receptive to programing and not dealer locked.If panels are locked out or proprietary equipment and we are unable to program,we will offer a separate replacement quote.Additional charges may apply if separate trips are required due to access or conf guration issues. 24hr.Central Station Monitoring--Fire Alarm 1 x $900.00/year Provide 24hr.Central Monitoring per separate agreement&contract.Monthly monitoring will be billed at the rate of the price noted below for(1)system(s) billed annually.Panel(s) must be receptive to programing and not dealer locked. If panels are locked out or proprietary equipment and we are unable to program,we will offer a separate replacement quote.Additional charges may apply if separate trips are required due to access or conf guration issues. Annual Fire Alarm Inspection 1 x $335.00/year Provide Annual Inspections on (1) Main Fire Alarm Control Panel&associated devices. Test all devices per NFPA 72 requirements.Standard hours Mon-Fri-7AM-4:00 PM.Elevator trip testing will be on a separate service call coordinated with el- evator company.(AHU Dampers,f re doors,FSD not included). alarm system Semi-Annual Fire Alarm Inspection 1 x $225.00/6 months Semi-Annual Fire Alarm Inspection according to NFPA 72 testing&inspection requirements.alarm system 5-Year Wet Fire Sprinkler Inspection 1 x $1,375.00 Provide 5-Year inspection on (3)wet pipe f re sprinkler system(s)with (1) FDC. Monitored systems must be placed in test mode.Standard hours Mon-Fri- 7AM-4:00 PM. Inspectors must have access to all below ceiling f re sprinkler heads for visual inspection. FDC check valve must be accessible above ground. Internal Pipe Investigation included. AES 2.1/2.2 Services to be completed Quantity/Unit Discount Price/Billing Frequency Annual WET Fire Sprinkler System Inspection 1 x $950.00/year Provide Annual inspection on (3)wet pipe f re sprinkler system(s).Monitored systems must be placed in test mode.Standard hours Mon-Fri-7AM-4:00 PM. Inspectors must have access to all below ceiling f re sprinkler heads for visual inspection. AES 2.1/2.2 Quarterly(WET) Fire Sprinkler Inspection 3 x $180.00/quarter Provide(3)Quarterly inspections per year on (3)wet pipe f re sprinkler system(s)-Monitored systems must be placed in test mode.Standard hours Mon-Fri-7AM-4:00 PM.AES 2.1/2.2 Annual Fire Pump Inspection--Diesel 1 x $1,200.00/year Conduct Annual Performance Test on (1) Diesel Driven Fire Pump.Multi-Point Test at Churn,100%,and 150%of rated capacity per NFPA 25.Flow test using installed flow test meter and or atmospheric flow test as required.AES 5.1/5.2 Weekly Fire Pump Inspection Diesel 51 x $150.00/month Perform Weekly Run Verif cation on (1) Diesel Driven Fire Pump.AES 5.1/5.2 Annual Fire Extinguisher Inspection and Maintenance 30 x $18.00/year Provide Annual Inspection&Maintenance on approx.(30)f re extinguishers. Price is based on an estimated quantity and will reflect the total number of units actually serviced.Repairs and hydro-testing may be required at an addi- tional cost to complete annual Maintenance Terms and Conditions-Inspections Please note that Foothill Fire Protection must be accompanied by a representative from the Property Manager or HOA Group if entering any tenant living dwelling and or non- common areas. AHJ COMPLIANCE ENGINE-If your City requires Annual&5 Year Reports to be uploaded onto the Compliance Engine there is$75 charge for each report that is uploaded. FFP is herby authorized by customer to perform minor repairs at the time of inspection not to exceed$750.Any repairs that exceed that amount,will be sent to the customer for approval,prior to performing repair. Terms and Conditions TERM OF THIS CONTRACT:The term of this agreement shall be for a period of 3 years.Please be advised that there will be a$20.00 Fuel/Mobilization charge applied for each trip on ALL inspections.This agreement shall renew itself annually thereafter under the same terms and conditions unless either party terminates this agreement by sending written notice to the other party thirty days prior to the renewal period.Foothill Fire Protection shall be permitted to increase the inspection and service charges by an amount up to 15%each year,after the initial 3-year terms come to an end,unless a new 3-year contract has been approved by both parties. All inspections and testing are to comply with California Title 19,the current adoption of CA NFPA 25,and or NFPA 72 requirements as appropriate and described. The above f re protection contractor offers and agrees to furnish all labor to perform the above-selected services. Any alterations or deviations from the above-selected services that involve extra cost,labor or fuel increases will become an extra charge over the sum mentioned in this contract.These changes will become part of the original contract and are subject to the terms.Time is of the essence as to payment under this contract.Therefore,timely payments are an expressed condition precedent to further performance.Non-payment shall therefore be considered prevention of performance.Payment shall be made immediately upon receipt of the invoice.In the event it becomes necessary to employ the services of an attorney to enforce this obligation,the signer agrees to pay reasonable attorney fees.In the event of a failure to pay within ten(10) days of the date of billing,FOOTHILL FIRE PROTECTION,Inc.,may put a hold on the account.Interest may be charged at the maximum rate allowed by law,on past due payment.NOTE:If you accept this bid and submit your contract using these f gures alone,the entire terms of this bid proposal form are included and incorporated into your contract regardless of whether all of these terms are actually stated in the contract you submit for the signature of FOOTHILL FIRE PROTECTION,Inc. FOOTHILL FIRE PROTECTION,Inc.Liability:User agrees to compensate FFP for any additional installation/service visits required as a result of cancellation,readiness,or unavailability at the company's current prevailing rate FFP does not represent nor warrants that the system as inspected may not be compromised nor circumvented,that the system as inspected,repaired,or installed will prevent any loss by f re or otherwise,or that the system will in all cases provide the protection for which it is installed or intended.FFP shall not be liable for any loss or damage caused to person or property of purchaser of the person or property of others which shall be caused by any damage which the system is designed to avert or protect against.From the nature of the system inspected,repaired it is impractical and extremely diff cult to f x the actual damage,if any,which may approximately result from the failure of the system to operate or upon the failure of FFP to perform any of its obligations with a resulting loss to the owner or anyone else.In the event,FFP shall be found liable for loss or damage due to failure on the part of FFP or of the system in respect,the liability of FFP shall be limited to the sum of$250.00,pursuant to the existing agreement,as liquidated damages and not as a penalty,and this liability shall be exclusive. **LIMITATION OF****LIABILITY**The contractor makes no warranties,expressed or implied,including,without limitation,warranties of merchantability and/or f tness for a particular purpose. No promise not contained herein,or aff rmation of fact made by an employee,agent,or representative of the Company shall constitute a warranty by the Company or give rise to any liability or obligation.Contractors'liability to Subscriber for personal injury,death,or property damage arising from performance under this contract shall be limited to the contract price.Subscriber shall hold Company harmless from any and all third-party claims for personal injury,death,or property damage arising from Subscribers failure to maintain these systems or keep them inoperative condition,whether based upon contract,warranty,tort,strict liability,or otherwise.In no event shall the Company be liable for any special,indirect,incidental,consequential,or liquidated,penal,or any economic damages of any character,including but not limited to loss of use of the Subscribers property,loss of prof ts,or loss of production,whether claimed by the Subscriber or any third party,irrespective of whether claims or actions for such damages are based upon contract,warranty,negligence,tort,strict liability or otherwise **NOTICE**Under the Mechanics Lien Law(California Code of Civil Procedure,Section 1181 et seq.)any contractor,laborer supplier,or other people who help to improve your property but is not paid,for his work or supplies,has a right to enforce a claim against your property.This means that,after a court hearing,the sale is used to satisfy the indebtedness.This can happen even if you have paid your own contractor in full,if the subcontractor,laborer,or supplier remains unpaid Terms and Conditions-Monitoring **NOTICE**Unless a Fire Alarm System to Code is selected to be installed,FFP makes no representation that the f re alarm detection equipment meets local code,f re department or any Authority Having Jurisdiction[AHJ]requirements,and it is not FFPs responsibility to apply for any permits or fees in connection with such equipment.The law requires and FFP recommends that Subscriber install a Fire Alarm System to code with plans and specif cations f led with AHJ,properly permitted,inspected and approved by AHJ.Subscriber represents that existing f re alarm system is approved by AHJ and that any repairs or replacement parts installed by FFP are not additional equipment which would require AHJ approval.FFP may in its sole discretion notify AHJ if FFPs services are to be terminated or have terminated or that the f re alarm system is not functioning and FFP is unable to provide monitoring or the f re alarm system is otherwise non-compliant with applicable f re codes. INSTALLATION,PROGRAMING AND MONITORING CHARGES Subscriber agrees to pay FFP: The sum of**$SEE ABOVE**for the installation of communication devices and/or software. (a)The sum of**$SEE ABOVE**for the programming of the f re alarm to communicate with FFP or its designated Monitoring Center The communication device shall not be considered a f xture,or an addition to,alternation,conversion,improvement,modernization,remodeling,repair or replacement of any part of the realty,and Subscriber shall not permit the attachment thereto of any apparatus not furnished by FFP.The balance of payments for the term of this agreement is due upon execution of this agreement For the convenience of the parties and so long as there is no default in payments,Subscriber may make the payments as provided in 1(b). Page 2 of 8 SPBV1.2 (b)The sum of**$SEE ABOVE per month,**payable Annually in advance for the monitoring of the f re alarm for the termof this agreement commencing on the f rst day of the month next succeeding the date hereof,and continuingannually thereafter,all payments being due upon receipt.If installed by FFP transmitter remains personal property ofFFP. 2.MONITORING SERVICES PROVIDED:Upon receipt of a f re alarm signal from Subscribers f re alarmsystem,FFP or its designee Monitoring Center shall make every reasonable effort to notify Subscriberand the appropriate municipal f re department and comply with AHJ dispatch procedures.Only Subscriberwill be notif ed off re trouble,f re supervisory or other off normal signals as soon as may be practical.Subscriber acknowledges that signals transmitted from Subscriber's premises directly to f re departmentsare not monitored by personnel of FFP or its Monitoring Center and FFP does not assume anyresponsibility 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,internet,Managed Facilities Voice Networks,VOIP,or other modes of communication pass throughcommunication networks wholly beyond the control of FFP and are not maintained by FFP except FFPmay own the radio network and FFP shall not be responsible for any failure which prevents transmissionsignals or data from reaching the Monitoring Center or damages arising therefrom,or for data corruption,theft or viruses to Subscribers computers if connected to the communication equipment.The f re alarmsystem and communication pathway may not function during a power failure or not maintain functionalityfor a 24-hour period as required by NFPA-72 for f re alarm systems and Subscriber is responsible forverifying operation of the communication pathway with the communications pathway provider.Subscriberagrees to furnish FFP with a written Call List of names and telephone numbers of persons Subscriberwishes to receive notif cation off re alarm signals.Unless otherwise provided in the Call List FFP willmake a reasonable effort to contact the f rst person reached or notif ed on the list either via telephone call,text or email message.No more than one call to the list shall be required and any form of notif cationprovided for herein, including leaving a message on an answering machine,shall be deemed reasonablecompliance with FFPs notif cation obligation.All changes and revisions to the account information shallbe supplied to FFP in writing.Subscriber authorizes FFP to access the control panel and/orcommunicator to input or delete data and programming If Subscriber requests FFP to reprogram systemfunctions remotely,or on premises,Subscriber shall contact the alarm servicing company,and Subscribershall for each such service,and any change in programming requires a full physical test of all f re alarmcomponents pursuant to NFPA 72 and AHJ requirements which testing shall be at Subscribers expense.FFP may,without prior notice,suspend or terminate its services in event of Subscribers default inperformance of this agreement or in event Monitoring Centers facility or communication network isnonoperational or Subscribers system is sending excessive false alarms.Monitoring Center is authorizedto record and maintain all data,voice and alarm communications and shall be the exclusive owner ofsuch property. 3.NO REPAIR OR INSPECTION SERVICE INCLUDED IN THIS AGREEMENT:FFP and Monitoring Center provide no inspection service or repair service of the f re alarm system or equipment pursuant to this agreement.None of the f re alarm equipment is the property of FFP.It is Subscribers responsibility to maintain theoperation of the f re alarm system,including communication pathways,and that systems connection tothe Monitoring Center,and all monitoring charges shall continue notwithstanding the Monitoring Centersinability to provide monitoring services through no fault of the Monitoring Center.Subscriber representsthat the f re alarm system has been installed and approved pursuant to AHJ requirements.FFP has noresponsibility for the f re alarm design,installation,service or compliance with applicable law. 4.NOTIFICATION OF TERMINATION OF MONITORING SERVICES:FFP is authorized to notify Subscribersinsurance carrier and Authority Having Jurisdiction over the Subscribers f re alarm system that monitoringservices will be or have been terminated.If required by the AHJ of the Subscribers f re alarm system orpursuant to law governing the f re alarm system FFP will notify the AHJ of termination of service inaccordance with AHJ or local law requirements.Termination shall comply with local law. S.TERM OF THIS AGREEMENT:The term of this agreement shall be for a period of 3 year(s).Thisagreement shall renew year to year thereafter under the same terms and conditions,unless either partygives written notice to the other by certif ed mail,return receipt requested,of their intention not to renewthe agreement at least 30 days prior to the expiration of any term. Termination shall comply with local law. 6 NO WARRANTIES'FFP does not represent nor warrant that the f re alarm monitoring will prevent anyloss,damage or injury to person or property,by reason off re,smoke,water,equipment failure or Page 3 of 8 SPBV1.2 otherwise,or that the f re alarm monitoring will in all cases provide the protection for which it is intended.Subscriber acknowledges that FFP is not an insurer,and that Subscriber assumes all risk for loss or damage to Subscriber's premises or its contents.FFP has made no representations or warranties,and hereby disclaims any warranty of merchantability or f tness for any particular use.Subscriber's exclusive remedy for FFP's default hereunder is to require FFP to refund any charges for monitoring services not provided.Subscriber authorizes FFP to access the control panel to input or delete data and programming.FFP neither designed,installed,inspected or serviced the f re detection equipment and FFPs obligation pursuant to this agreement is limited to responding to f re alarm signals received in accordance with the terms of this agreement. 7.INDEMNITY/WAIVER OF SUBROGATION RIGHTS/ASSIGNMENTS:Subscriber agrees to and shall defend,advance expenses for litigation and arbitration,including investigation,legal and expert witness fees,indemnify and hold harmless FFP,its employees,agents and subcontractors,from and against all claims,lawsuits,including those brought by third parties or Subscriber, including reasonable attorneys'fees and losses asserted against and alleged to be caused by FFPs performance,negligent performance,or failure to perform any obligation under or in furtherance of this agreement.Parties agree that there are no third-party benef ciaries of this agreement.Subscriber on its behalf and any insurance carrier waives any right of subrogation Subscriber's insurance carrier may otherwise have against FFP or FFPs subcontractors arising out of this agreement or the relation of the parties hereto.Subscriber shall not be permitted to assign this agreement without written consent of FFP,which shall not unreasonably be withheld.FFP shall have the right to assign this agreement to a company licensed to perform the services and shall be relieved of any obligations created herein upon such assignment. 8.EXCULPATORY CLAUSE:FFP and Subscriber agree that FFP is not an insurer and no insurance coverage is offered herein The f re alarm and FFPs services are designed to detect and reduce certain risks of loss,though FFP does not guarantee that no loss or damage will occur.FFP is not assuming liability,and,therefore,shall not be liable to Subscriber or any other third party for any loss,economic or non-economic,in contract or tort,data corruption or inability to retrieve data,personal injury or property damage sustained by Subscriber as a result of equipment failure,human error,f re,smoke,water or any other cause whatsoever,regardless of whether or not such loss or damage was caused by or contributed to by FFPs breach of contract,negligent performance to any degree in furtherance of this agreement,any extra contractual or legal duty,strict products liability,or negligent failure to perform any obligation pursuant to this agreement or any other legal duty,except for intentional willful misconduct.Subscriber releases FFP from any claims for contribution,indemnity or subrogation. 9.INSURANCE/ALLOCATION OF RISK.Subscriber shall maintain a policy of Comprehensive General Liability and Property Insurance for liability,casualty,f re,theft,and property damage under which Subscriber is named as insured and FFP is named as additional insured and which shall cover any loss or damage FFP's services are intended to detect to one hundred percent of the insurable value or potential risk.The parties intend that the Subscriber assume all potential risk and damage that may arise by reason of failure of the equipment,system or FFP's services and that Subscriber will look to its own insurance carrier for any loss or assume the risk of loss.FFP shall not be responsible for any portion of any loss or damage which is recovered or recoverable by Subscriber from insurance covering such loss or damage or for such loss or damage against which Subscriber is indemnif ed or insured.Subscriber and all those claiming rights under Subscriber waive all rights against FFP and its subcontractors for loss or damages caused by perils intended to be detected by FFP's services or covered by insurance to be obtained by Subscriber,except such rights as Subscriber or others may have to the proceeds of insurance. 10.LIMITATION OF LIABILITY:SUBSCRIBER AGREES THAT SHOULD THERE ARISE ANY LIABILITY ON THE PART OF FFP AS A RESULT OF FFP'S BREACH OF CONTRACT, NEGLIGENTPERFORMANCE TO ANY DEGREE OR NEGLIGENT FAILURE TO PERFORM ANY OF FFP'S OBLIGATIONS PURSUANT TO THIS AGREEMENT OR ANY OTHER LEGAL DUTY, EQUIPMENT FAILURE,HUMAN ERROR,OR STRICT PRODUCTS LIABILITY,WHETHER ECONOMIC OR NON-ECONOMIC,IN CONTRACT OR IN TORT,THAT FFP'S LIABILITY SHALL BE LIMITED TO THE SUM OF$250.00OR 6 TIMES THE MONTHLY PAYMENT FOR SERVICES BEING PROVIDED AT TIME OF LOSS,WHICHEVER IS GREATER IF SUBSCRIBER WISHES TO INCREASE FFP'S AMOUNT OF LIMITATION OFLIABILITY,SUBSCRIBER MAY,AS A MATTER OF RIGHT,AT ANYTIME,BY ENTERING INTO A SUPPLEMENTAL AGREEMENT,OBTAIN A HIGHER LIMIT BY PAYING AN ANNUAL PAYMENTCONSONANT WITH FFP'S INCREASED LIABILITY.THIS SHALL NOT BE CONSTRUED AS INSURANCE COVERAGE.SUBSCRIBER ACKNOWLEDGES THAT THIS Page 4 of 8 SPBV1.2 AGREEMENT CONTAINS EXCULPATORY CLAUSE,INDEMNITY,INSURANCE,ALLOCATION OF RISK AND LIMITATION OF LIABILITYPROVISIONS. 11.RIGHT TO INCREASE MONITORING CHARGES:After the expiration of three years from the date hereof FFP shall be permitted from time to time to increase the servicing charge by an amount not to exceed nine percent each year and Subscriber agrees to pay such increase. 12.SUBSCRIBER RESPONSIBLE FOR FALSE ALARMS/PERMIT FEES/ADDITIONAL COSTS/OTHER LICENSED TRADES/CO AND ECB VIOLATIONS/AND EXPERT WITNESS FEES:Subscriber is responsible for all alarm permits and permit fees,agrees to f le for and maintain any permits required by applicable law and AHJ and indemnify or reimburse FFP for any fees or f nes relating to permits,code compliance or false alarms.FFP shall have no liability for permit fees,false alarms,false alarm f nes,f re response,any damage to personal or real property or personal injury caused by f re department response to alarm,whether false alarm or otherwise,or the refusal of the f re department to respond.In the event of termination off re response by the f re department this agreement shall nevertheless remain in full force and Subscriber shall remain liable for all payments provided for herein.Should FFP be required by existing or hereafter enacted law to perform any service or furnish any material not specif cally covered by the terms of this agreement Subscriber agrees to pay FFP for such service or material.Subscriber agrees that it will not solicit for employment for itself,or any other entity,or employ,in any capacity any employee of FFP assigned by FFP to perform any service for or on behalf of Subscriber for a period of two years after FFP has completed providing service to Subscriber.In the event of Subscribers violation of this provision,in addition to injunctive relief,FFP shall recover from Subscriber an amount equal to such employee's salary based upon the average three months preceding employee's termination of employment with FFP,times twelve,together with FFPs counsel and expert witness fees.Subscriber is responsible for engaging licensed trades to perform any work which FFP is not licensed to perform interconnecting the f re alarm to HVAC,elevators,appliances and other electronic and mechanical systems It is Subscriber's responsibility to obtain a Certif cate of Occupancy for the intended use of the premises affected by the f re alarm or obtain a Letter of No Objection from the AHJ if a Certif cate of Occupancy is not available.It is Subscriber's sole responsibility to cure any building or Environmental Control Board violations.In the event Subscriber or any third party subpoenas or summons FFP requiring any services or appearances,Subscriber agrees to pay FFP$150 per hour for such services and appearances.Subscriber shall reimburse FFP for any Monitoring Center charges for excessive signals. 13.EXCESSIVE SIGNALS AND RUNAWAY SIGNALS:Subscriber is responsible for correcting system,equipment,wiring,communication def ciencies that can result in the receipt of excessive signals from the Subscribers communication equipment.Excessive signals are considered to be more than 100 signals received within a 30-day period.FFP shall notify the Subscriber of the excessive signal condition and the Subscriber shall correct the def ciency within 2 working days.If such signals are not corrected,Subscriber agrees to pay FFP$.50/signal transmitted over the 100 signal per month limit.The Monitoring Center may also block all signals including f re alarm signals,from an excessive signaling and/or runaway communicator. 14.OPERATION DURING POWER FAILURE/SUBSCRIBER'S DUTY TO SUPPLY ELECTRIC AND TELEPHONE SERVICE:Subscriber acknowledges that signals may be transmitted over telephone lines,MFVN(Managed Facilities Voice Networks),wire,Internet,VOIP,or other modes of communication and that these communication paths may not function during a power failure or not maintain functionality for a 24 hour period as required by NFPA-72(National Fire Alarm and Signaling Code)for f re alarm systems. Subscriber is responsible for verifying operation of the communication pathway with the communications pathway provider.Subscriber agrees to furnish,at Subscriber's expense,all 110 Volt AC power,electrical outlet,circuit breaker and dedicated electrical feed,internet connection,high speed broadband cable or DSL and IP Address,telephone hook-ups,RJ31x Block or equivalent,as deemed necessary by FFP.Subscriber,not FFP,is responsible to arrange for and maintain communication pathway for monitoring services 15.CALL LIST:Subscriber is responsible for informing FFP of any changes related to the Call List names and contact information.FFP shall not be liable for any failure to notify a Subscribers contact where names and contact information has changed and FFP has not been notif ed of the change in writing. 16.REPAIR SERVICE:Subscriber shall notify FFP of communication failure which prevents f re alarm signal transmission to Monitoring Center.If such condition comes to FFPs attention,it will make reasonable effort to notify Subscriber that the Subscriber must restore alarm signal communication so that the f re alarm can be monitored. Page 5 of 8 SPBV1.2 17.LEGAL ACTION/ARBITRATION/SECURITY INTEREST/BREACH/LIQUIDATED DAMAGES/AGREEMENT TO BINDING ARBITRATION:The parties agree that due to the nature of the services to be provided by FFP,the payments to be made by the Subscriber for the term of the services part of this agreement form an integral part of FFP's anticipated prof ts;that in the event of Subscriber's default it would be diff cult if not impossible to f x FFP's actual damages.Therefore,in the event Subscriber defaults in any payment or charges to be paid to FFP,Subscriber shall be immediately liable for any unpaid invoiced charges plus 80%of the balance of all payments for the entire term of this agreement as LIQUIDATEDDAMAGES.SUBSCRIBER ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS A LIQUIDATED DAMAGE CLAUSE.Additionally,in the event FFP retained ownership of the communication system and Subscriber breaches this agreement FFP may,at its option,either remove its Communication System or deem same sold to Subscriber for 80%the amount specif ed as the agreed value of the communication system.FFP may,without prior notice,suspend or terminate its services in event of Subscribers default in performance of this agreement and shall be permitted to terminate all its services under this agreement and deactivate the System without relieving Subscriber of any obligation herein and may notify AHJ of termination.All actions or proceedings by either party must be based on the provisions of this agreement.Any other action that Subscriber may have or bring against FFP in respect to 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,In order to secure all indebtedness or liability of Subscriber to FFP,Subscriber hereby grants FFP a security interest in all of Subscriber's equipment, inventory and proceeds thereof,accounts receivables and cash on hand and FFP may execute and f le UCC-1 statement.The prevailing party in any litigation or arbitration is entitled to recover its reasonable legal fees.The parties waive trial by jury in any action between them unless prohibited by law.In any action commenced by FFP against Subscriber,Subscriber shall not be permitted to interpose any counterclaim.SUBSCRIBER AGREES THAT SUBSCRIBER MAY BRING CLAIMS AGAINST FFP ONLY IN SUBSCRIBERS INDIVIDUAL CAPACITY,AND NOT AS A CLASSACTION PLAINTIFF OR CLASS ACTION MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.ANY DISPUTE BETWEEN THE PARTIES OR ARISING OUT OF THIS AGREEMENT,INCLUDING ISSUES OF ARBITRABILITY,SHALL,AT THE OPTION OF ANY PARTY,BE DETERMINED BY BINDING AND FINAL ARBITRATION BEFORE A SINGLE ARBITRATOR ADMINISTERED BYARBITRATION SERVICES INC.,ITS SUCCESSORS OR ASSIGNS,UNDER ITS ARBITRATION RULES AT WWW.ARBITRATIONSERVICESINC.COM AND THE FEDERAL ARBITRATION ACT,EXCEPTTHATNO PUNITIVE OR CONSEQUENTIAL DAMAGES MAY BE AWARDED.The arbitrator shall be bound by the terms of this agreement and is authorized to conduct proceedings by telephone,video or by submission of papers.By agreeing to this arbitration provision,you are waiving your right to a jury trial,waiving your right to appeal the arbitration award and waiving your right to participate in a class action. Any action between the parties must be commenced within one year of the accrual of the cause of action or shall be barred.Service of process or papers in any legal proceeding or arbitration between the parties may be made by First-Class Mail delivered by the U.S.Postal Service addressed to the party's address in this agree mentor another address provided by the party in writing to the party making service.The parties submit to the jurisdiction and laws of California,except for arbitration which is governed by the FAA and agree that any litigation or arbitration between the parties may be commenced and maintained in the county where FFPs principal place of business is located or Nassau County,New York. SUBSCRIBER ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE DISPUTES AND THAT ARBITRATION IS BINDING AND FINAL AND THATSUBSCRIBER IS WAIVING SUBSCRIBERS RIGHT TO TRIAL IN A COURT OF LAW AND OTHER RIGHTS. 18 SUBCONTRACTORS:Subscriber agrees that FFP is authorized and permitted to subcontract any services to be provided by FFP to third parties who may be independent of FFP,including but not limited to monitoring services to a Monitoring Center,and that FFP shall not be liable for any loss or damage sustained by Subscriber by reason off re,smoke,water or any other cause whatsoever caused by the negligence of third parties,except that FFP shall not obligate Subscriber to make any payments to such third parties.Subscriber acknowledges that this agreement, and particularly those paragraphs relating to FFP's disclaimer of warranties,exemption from liability,even for its negligence,limitation of liability and indemnif cation,inure to the beneft of and are applicable to any assignees,subcontractors,manufacturers,vendors and Monitoring Center engaged by FFP. 19.SECURITY INTEREST/COLLATERAL:In order to secure all indebtedness or liability of Subscriber to FFP, Subscriber hereby grants and conveys to FFP a security interest in,and mortgages to FFP all of Page 6 of 8 SPBV1.2 Subscriber's equipment,inventory and proceeds thereof,accounts receivables and cash on hand.Subscriber agrees to allow FFP to execute in Subscriber's name a UCC-1 statement. 20.FULL AGREEMENT/SEVERABILITY/CONFLICTING DOCUMENTS:This agreement constitutes the full understanding of the parties and may not be amended,modif ed or canceled,except in writing signed by both parties.Subscriber acknowledges and represents that Subscriber has not relied on any representation,assertion,guarantee,warranty,collateral agreement or other assurance,except those set forth in this Agreement.Subscriber hereby waives all rights and remedies,at law or in equity,arising,or which may arise,as the result of Subscribers reliance on such representation,assertion,guarantee,warranty,collateral agreement or other assurance.To the extent this agreement is inconsistent with any other document or agreement,whether executed prior to,concurrently with or subsequent to this agreement the terms of this agreement shall govern This agreement shall run concurrently with and shall not terminate or supersede any existing agreement between the parties unless specif ed herein.Should any provision of this agreement be deemed void,the remaining parts shall be enforceable. **STANDARD COMMERCIAL FIRE ALARM MONITORING AGREEMENT COMMUNICATION DISCLOSURE** Alarms generally communicate to the central monitoring station through your premise telephone lines If for any reason your telephone line(s)are not functioning,the f re alarm communicator will not be able to communicate to the central monitoring station.Other technologies,such as cellular communicators,can be used.They have risk of failure as well.As a result of these potential failures,FFP recommends two communication paths(i.e.:phone lines and cellular)to greatly reduce the risk of signal communication failures.Transmission Lines:Subscriber acknowledges that if the signals from Subscribers f re alarm system are transmitted over Subscribers regular telephone service to the FFPs central station and in the event Subscribers telephone service is out of order,disconnected or otherwise interrupted,signals from Subscribers f re alarm system will not be received in FFPs central station during any such interruption in telephone service and the interruption in telephone service and the interruption will most likely not be known to FFP.Subscriber further acknowledges and agrees that telephone company lines are wholly beyond the control and jurisdiction of FFP and are maintained and serviced by the applicable telephone company.FFP may utilize cellular and/or radio frequency for transmitting f re alarm signals from the Subscribers premise to FFPs central station(if the customer has selected this service).Subscriber acknowledges that the use of cellular and/or radio frequencies are controlled by Federal Communications Commission and other entities beyond the control of FFP.Changes in rules,regulations and policies may necessitate discontinuing or modifying such transmission facilities by FFP at its option.Subscriber further acknowledges that cellular and/or radio frequency transmissions may be impaired by atmospheric conditions, interference or other events within or beyond the control of FFP and any repairs,relocations,alterations and/or replacements of communication transmission methods will be at the sole cost of Subscriber. Addendum A: Customers shall wait until Foothill Fire Protection has fully taken over and activated their monitoring account before cancelling service with their existing f re alarm monitoring company. Customer is fully responsible for a non-monitored systems until Foothill Fire Protection has fully taken over monitoring. (Version 1.0) Signature Signature Date Printed name Questions or Need to Make Changes? Please contact me. Eric Epperson "Regional Sales Representative" eepperson@ffprotection.com +15305747669 Foothill Fire Protection, Inc. Chico 170 Erma Court Chico, CA 95928 530.826.3013 ffprotection.com