|
24. Authority to Execute Alarm Monitoring Agreement.Each party represents and warrants to the other party that(i)the
<br /> execution,delivery,and performance of this Alarm Monitoring Agreement have been duly authorized by all necessary
<br /> entity action(s),and(ii)this Alarm Monitoring Agreement constitutes a valid and binding obligation as to it,enforceable
<br /> against it in accordance with its terms.The person signing this Alarm Monitoring Agreement on behalf of Customer
<br /> expressly represents and warrants that he or she has all authority necessary to bind Customer to its terms.
<br /> 25. Assignment.This Alarm Monitoring Agreement cannot be assigned by the Customer without the prior written consent of
<br /> Cintas,which will not be unreasonably withheld.Cintas has the right to assign this Alarm Monitoring Agreement,and it
<br /> may do so in its sole and absolute discretion.The Alarm Monitoring Agreement shall inure to the benefit of and be binding
<br /> on the parties and their respective successors and permitted assigns
<br /> 26. Waiver.No waiver of any provision of this Alarm Monitoring Agreement by a party shall be valid unless the same is in
<br /> writing and signed by the party against whom it is sought to be enforced.No waiver of any provision of this Alarm
<br /> Monitoring Agreement at any time will be deemed a waiver of any other provision of this Alarm Monitoring Agreement at
<br /> such time,nor will it be deemed a waiver of that same provision at any other time.
<br /> 27. Severability.The invalidity or unenforceability of any provision,section,or portion of a section of this Alarm Monitoring
<br /> Agreement shall not affect the validity or enforceability of any other provision or section;provided,however,in the event
<br /> one or more of the paragraphs"Disclaimer of Warranties and Representations,""Cintas Not an Insurer,Customer's
<br /> Obligation To Obtain Insurance As Sole Recovery For Any Loss And Warranty Of Same,""Release And Indemnification
<br /> Of Cintas By Customer,""Limitation Of Cintas's Liability;Liquidated Damages,"and/or"No Warranties Or Representations
<br /> By Cintas Regarding System"(or any portion thereof)are held by a court or other authority to be invalid or unenforceable
<br /> (whether in an action involving the parties,any action involving Cintas,or any other action involving similar provisions),
<br /> Cintas shall have the right to terminate this Alarm Monitoring Agreement without any liability of any type upon thirty(30)
<br /> days prior written notice to Customer.Furthermore,the parties agree that in the event any of the interest rate provisions,
<br /> cancellation fees,rate increases,renewal term lengths,or any other calculation of amounts due and owing Cintas under
<br /> Paragraphs 1,5,6,or 20 are deemed to be excessive and/or unenforceable under applicable law,any such rate,fee,
<br /> increase,term,or other calculation will be reduced to the maximum rate,value,or amount permitted by applicable law and
<br /> will be binding upon them.
<br /> 28. Prior Agreements With Others.Customer represents and warrants that(i)its cancellation or termination of any contract,
<br /> and/or(ii)its execution of this Alarm Monitoring Agreement does not breach and will not breach any contract with or
<br /> obligation to any other person.Customer agrees to protect,defend,indemnify,and hold harmless Cintas from and against
<br /> and pay(without any condition that Cintas first pay)for all claims,demands,suits,liabilities,losses,damages,judgments,
<br /> costs,and expenses,including,without limitation,attorneys'fees and court costs,arising out of or from,in connection
<br /> with,as a result of,related to,or as a consequence of Customer's breach of this representation and warranty.
<br /> 29. Updated Terms and Conditions and Policies.Customer acknowledges and agrees that Cintas may send copies of its
<br /> various policies to Customer,including,but not limited to,amendments to these Terms and Conditions via e-mail or make
<br /> them available via a web portal or other similar mechanism and that these policies are incorporated and made part of this
<br /> Alarm Monitoring Agreement.To be effective,however,amendments to the Terms and Conditions must be expressly
<br /> referred to as such in the e-mail,web portal,or other similar mechanism.Customer acknowledges and agrees that its
<br /> continued request for service pursuant to this Alarm Monitoring Agreement and/or use and/or acceptance of the goods
<br /> and/or services provided under this Alarm Monitoring Agreement constitute acceptance of any such updated Terms and
<br /> Conditions and/or policies.
<br /> 30. Internet Services.Cintas grants to Customer a non-exclusive,non-transferable license to use the Cintas portal via the
<br /> Internet to access,input,delete,and modify Information through the intemet related to the Services.Except for
<br /> Customer's(a)failure to keep confidential all Intellectual Property,passwords,and other information related to the
<br /> Services,(b)use of the license,the Intellectual Property,or other information related to or used in provision of the
<br /> Services in any manner that negatively affects Cintas,(c)use of the license,the Intellectual Property,or other information
<br /> related to or used in provision of the Services for any illegal purpose,or(d)violation of any applicable law,this license
<br /> shall continue and be coextensive with the term of this Alarm Monitoring Agreement.Customer shall be solely and
<br /> absolutely responsible for any information which it inputs,deletes,or modifies.Customer agrees that upon termination of
<br /> this Alarm Monitoring Agreement or termination or suspension of the license by Cintas,Cintas may immediately,and
<br /> without notice,disable Customer's access to the portal and cancel all passwords or other access codes.
<br /> 31. Cross-Default.If Cintas and Customer are or become parties to any other agreement,Customer acknowledges and
<br /> agrees that a default by Customer under this Alarm Monitoring Agreement or any other agreement between the parties
<br /> shall be deemed to be a default by Customer under all such agreements,permitting Cintas,in its sole and absolute
<br /> discretion,to exercise any or all of its rights under any or all of such agreements.
<br /> 32. Electronic Mail Notice.If Customer elects to receive automatic electronic mail notice of certain System events(e.g.,the
<br /> arming or disarming of the System),Customer acknowledges,understands,and agrees that(i)any such notice is
<br /> conditioned on(a)receipt of the data at Cintas's central station,(b)the proper operation of communication equipment,
<br /> services,systems and networks including,without limitation,the Internet,and(c)lack of any failure,malfunction,or delay
<br /> in processing or transmitting the data by Cintas's equipment or software,and(ii)Cintas is released from any liability
<br /> arising out of or from,resulting from,or arising in connection with the failure,malfunction,or delay of any such notice for
<br /> any reason,including Cintas's or Representative's sole,joint,or several negligence of any kind or degree.
<br /> 33. Storage of Agreement and Information.Customer authorizes Cintas to store or retain this Alarm Monitoring Agreement
<br /> and all information and other written materials on electronic data or other storage media and,in Cintas's sole and absolute
<br /> discretion,to destroy all written documents or materials which have been stored or retained on electronic data or other
<br /> storage media.
<br /> 34. Intentionally Omitted.
<br /> 35. Consent to Communicate to Others.Customer irrevocably authorizes and consents to Cintas communicating with U.L.(as
<br /> necessary or appropriate)and Customer's insurance company and/or broker in connection with this Alarm Monitoring
<br /> Agreement and/or the relationship between Cintas and Customer arising out of or from or as a result of this Alarm
<br /> Monitoring Agreement;provided,that Cintas shall not be obligated or required to communicate with any other person or
<br /> Page 6
<br /> City Council 11 — 45 3/3/2026
<br />
|