25H - AGMT VACANT PROPERTY SECURITY DOORS

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4.10 The payments for services to VPS pursuant to this on-call services Agreement shall not exceed $115,000, unless otherwise agreed upon in writing. S. OWNERSHIP 5.1 The Equipment Is, and shall at all times remain, the sole and exclusive property of VPS and the City shall have no other rights in the Equipment except as set forth in this Contract. Nothing in the Contract shall give, or be construed to give, the City any option to purchase the Equipment. 5.2 The City shall not sublease, assign, or lend the Equipment without prior written consent of VPS and shall not pledge, encumber, create a security Interest In, or permit any lien to become effective on the Equipment. The City shall not permit the Equipment to be removed from its possession or be altered In any way. If any of these events tapes place, the City shall be deemed to be In breach of this Contract at the option of VPS. Any purported assignment or sublease of this Contract or the Equipment by the City is void. In the event the City sells ortransfers ownership of a property with the VPS Equipment still Installed, the City will be liable for the cost of the equipment. 5.3 Nothing in these Terms or any Contract Is Intended to or will transfer title to or any intellectual property rights in any Equipment or Services to any person. The Equipment Is supplied on a rental basis solely for the City's use and the City shall notsell, rent, loan, create any security over or In any way encumber R without.prior written permission of VPS. While at the Site the -Equipment is supplied -at the City's risk and must be returned to VPS at the end of the Service Period in the same condition as at the Service Date, fair wear and tear excepted. 5.4 Transfer of property ownership: the City Is responsible for notifying VPS of transfer of property ownership relating to the Site or the Controlled Premises in writing to either VPS's sales department or USClient5ervlces@vpspecialists.com as soon as such transfer is discovered. 6. WARRANTIES 6.1 The Parties agree that VPS makes no warranties, express or Implies. VPS SPECIFICALLY DECLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. 6.2 The City warrants that It has not relied upon any terms, conditions, representations or warranties (express or Implied) from or on behalf of VPS other than those set out In these Terms. In particular the City has not relied upon any assessments under section 2. 6.3 The City warrants that It shall notify VPS immediately in case of accident or damage to or theft of the Equipment or of accident or damage to persons or property to the extent such accident or damage relates in any way to the Equipment, Including the use thereof. VPS will be available to service the Equipment only during its normal business hours. In the event that the Equipment is involved in an accident or Is In need of repair or maintenance, the City shall permit VPS to retake possession of the Equipment with or without legal process. 25H-10