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entity including,without limitation,U.L.and Customers insurance company or broker,and all such communication shall
<br /> be in Cintas'sole and absolute discretion.Customer agrees that all such communications or failures to communicate shall
<br /> not result in any liability of Cintas or Representatives.No third party including,without limitation,U.L.and Customer's
<br /> insurance company and broker,are third-party beneficiaries of this section.
<br /> 36. Taxes.Customer shall pay,remit to Cintas,or reimburse Cintas for all sales,use,value added,and any and all similar
<br /> taxes(including any tax liability,interest,penalties,costs and expenses including,without limitation,reasonable
<br /> attorneys',consultants',accountants',and other professional fees).
<br /> 37. Time.The parties agree that time is of the essence of this Alarm Monitoring Agreement.
<br /> 38. Video Systems.If the System records and/or transmits video images and/or audio,electronic,or the other forms of
<br /> communication,Customer represents,warrants,covenants,and agrees that it shall at all times(i)provide and maintain
<br /> adequate power and sufficient lighting for all cameras,audio devices,or other video-related equipment as recommended
<br /> by the manufacturer;(ii)inform all persons who enter the Premises that their image and/or communications may be
<br /> recorded and/or transmitted to others by video and/or audio equipment located on the Premises;(iii)comply with all
<br /> privacy rights and laws and not use or permit the use of video and/or audio equipment where or in circumstances any
<br /> person may have a reasonable expectation of privacy;(iv)use broadband(or similar transmission rate connectivity)
<br /> exclusively to transmit video images and audio from any video system;(v)use the video and/or audio system for security,
<br /> surveillance,and/or management services only;(vi)not use the video and/or audio system for any criminal,illegal,or
<br /> otherwise unlawful activity;and(vii)obtain and keep in effect all permits or licenses required for the installation and
<br /> operation of the video and/or audio system.
<br /> Customer understands and agrees that(i)a video and/or audio system enables Customer and/or Cintas to record,store,
<br /> and review images and/or communications of people on the Premises and outside of the Premises,and Customer agrees,
<br /> authorizes,and consents to Cintas recording,storing,and reviewing video images and communications recorded and/or
<br /> transmitted from the video and/or audio system at the Premises;(ii)video system services are limited to the area of the
<br /> Premises covered by the video system images,and such coverage and/or images may be adversely affected by the
<br /> camera angle,glare,lighting,contrast,etc.,any of which may result in less than adequate images for the Operator to
<br /> ascertain the necessity for video system services;(iii)Cintas is not liable for any delay or failure of notification due to in
<br /> whole or in part to(a)any Force Majeure event including,without limitation or example,cellular provider transmission or
<br /> network malfunctions,including overload of the cellular network,or(b)invalid electronic mail,text,or other electronic
<br /> addresses;and(iv)any and all third-party claims related to the video and/or audio system asserted against Cintas are
<br /> subject to all of the paragraphs of this Alarm Monitoring Agreement,including(but not limited to)paragraphs 11,12,and
<br /> 13,entitled"Cintas Not an Insurer;Customer's Obligation To Obtain Insurance As Sole Recovery For Any Loss And
<br /> Warranty Of Same,""Release and Indemnification of Cintas by Customer."and"Limitation of Cintas's Liability;Liquidated
<br /> Damages,"respectively.
<br /> 39. Mutual Drafting and Understanding of Alarm Monitoring Agreement.The parties acknowledge and agree that this Alarm
<br /> Monitoring Agreement and all of its terms and conditions are the result of arms-length bargaining between sophisticated
<br /> business entities.As a result,both parties shall be considered to be drafters of the Alarm Monitoring Agreement for
<br /> purposes of interpretation,application,construction,or construing of the Alarm Monitoring Agreement.The parties also
<br /> acknowledge that they have had an opportunity to consult with legal counsel of their choice regarding this Alarm
<br /> Monitoring Agreement and that they have read and understand all of the terms of this Alarm Monitoring Agreement.
<br /> 40. Entire Agreement;Modifications.This Alarm Monitoring Agreement constitutes the entire agreement between the parties
<br /> with respect to the subject matter hereof and supersedes any and all other agreements,understandings,or
<br /> representations,whether oral or in writing,between the parties.Any prior agreements,promises,negotiations,or
<br /> representations,either oral or in writing,not expressly set forth in this Alarm Monitoring Agreement are of no force or
<br /> effect.No modification or amendment to this Alarm Monitoring Agreement shall be effective unless drafted by Cintas for
<br /> this express purpose and signed by an authorized representative of Cintas,except as described in paragraph 29
<br /> ("Updated Terms and Conditions and Policies")above.For the purposes of this paragraph,"authorized representative"is
<br /> the General Manager of the Cintas location(s)providing the goods and/or services or higher management or executive
<br /> personnel of Cintas.The parties specifically agree that any document sent to Cintas by Customer subsequent to
<br /> execution of this Alarm Monitoring Agreement that contains different or additional terms or that purports to modify or
<br /> amend the terms of this Alarm Monitoring Agreement in any way,such as a purchase order or conditional payment,shall
<br /> be of no force and effect and will not modify the terms of this Alarm Monitoring Agreement.No course of prior dealings
<br /> between the parties and no usage of the trade shall be relevant or used to supplement or explain any terms used in this
<br /> Alarm Monitoring Agreement.Acceptance or acquiescence in a course of performance rendered under this Alarm
<br /> Monitoring Agreement shall not be relevant to determine the meaning of this Alarm Monitoring Agreement even though
<br /> the accepting or acquiescing party has knowledge of the nature of the performance and the opportunity for objection.
<br /> 41. Customer's Acceptance by Allowing Performance.Customer agrees that engaging,requesting,or allowing Cintas to begin
<br /> any work or provide any goods or services under this Alarm Monitoring Agreement and/or compensating Cintas for any
<br /> such work,goods,and/or services constitutes acceptance of the Alarm Monitoring Agreement and all of its terms and
<br /> conditions.
<br /> 42. Dispute Resolution—Arbitration and Class Waiver. This provision shall take precedence over and supersede any
<br /> contrary or conflicting provision in the Master Agreement.
<br /> a. Arbitration Notice.Customer agrees to the maximum extent permitted by law that any dispute,
<br /> controversy,or claim arising out of or relating to this Agreement(including its enforcement,
<br /> performance,breach,arbitrability,or interpretation)or to the products or services provided hereunder
<br /> will be submitted to and resolved by final and binding individual arbitration.ARBITRATION MEANS
<br /> THAT AN ARBITRATOR,AND NOT A JUDGE OR A JURY,WILL DECIDE THE DISPUTE,
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<br /> City Council 11 — 46 3/3/2026
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