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INSURANCE ON FILE <br />WORK MAY PROCEED N-2017-227 <br />UNTIL INSURANCE EXPIRES <br />�- 3-I3 <br />CLERK OF COUNCIL <br />C� DATE: /0 <br />or,vc Included by Reference to PO -25 —Order No. 4815-1 <br />VACANT PROPERTY SECURITY LLC - MASTER EQUIPMENT & SERVICES TERMS & CONDITIONS <br />1. DEFINITIONS & INTERPRETATION <br />1.1 Definitions: <br />Affiliates: a person's employees, agents, nominees, sub -contractors and anyone acting at their <br />instruction, including any director, manager, member, managing member, general partner or officer, <br />excluding in each case another Party. <br />Alarm System: the wireless alarm system VPS agrees to provide which may include one or more of the <br />following: alarm units, passive infra -red sensors orsimilar devices, PID Keys; and/or other devices <br />designed to operate in conjunction with any of them. <br />Business Day: any day except Saturday, Sunday and public holidays. <br />Business Hours: 9 am to 5 pm Central Standard Time on a Business Day. <br />Charges: the amounts payable by the City in respect of or in connection with the provision of <br />Equipment/Service under a Contract. <br />Claims: means all claims, losses, liabilities, damages, costs, expenses (including attorney's fees) and <br />interest whether arising in/under contract, tort (including negligence), statute or otherwise. <br />Confidential Information: information (whether written, oral or in an electronic format) supplied by a <br />Party or its Affiliates which relates to that Party or its Affiliates and is commercially sensitive and <br />expressed to be confidential; by its nature should be considered to be confidential; is a trade secret; or <br />relates to intellectual property rights. <br />Contract: an agreement, including these Terms and any applicable Order Form(s), between the City and <br />VPS in respect of the provision of Equipment and/or Services by VPS at a Site. <br />Controlled Premises: any land, buildings and/or premises which are underthe City's control and are <br />adjacent to or contiguous with a Site. <br />City; the City of Santa Ana. <br />Equipment: the alarm system, temporary security doors, window screens and/or any other <br />equipment/products or services which VPS agrees to provide. <br />Initial Fee: a non-refundable amount specified in an Order Form, or otherwise communicated by VPS, <br />which may be all or only part of the Charges in respect of the provision of the Equipment/Services. <br />