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<br />Installation Addendum – City of Everett
<br /> Subscriber agrees to pay RFI for all parts and labor at time of service.
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<br />17. INDEMNITY / WAIVER OF SUBROGATION RIGHTS / ASSIGNMENTS: Subscriber agrees to defend, advance expenses for litigation and arbitration, including investigation, legal and expert witness fees , indemnify and hold harmless RFI, its employees, agents and subcontractors, from and against all claims, lawsuits, including those brought by third-parties or by Subscriber, including reasonable attorneys' fees and losses, asserted against and alleged to be caused by RFI's Subscriber performance, negligence or failure to perform any obligation under or in furtherance of this agreement. or failure to detect, mitigate or respond to any communicable disease, infectious agent, bacteria or virus. Parties agree that there are no third-party beneficiaries of this agreement. Subscriber on its behalf and any insurance carrier waives any right of subrogation Subscriber's insurance carrier may otherwise have against RFI or RFI's 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 RFI, which shall not unreasonably be withheld. RFI shall have the right to assign this agreement to a company licensed to perform the services and shall be relieved of any obligations herein upon such assignment. 19. INSURANCE / ALLOCATION OF RISK: Subscriber shall maintain a policy of Comprehensive General Liability and Property Insurance for liability, casualty, fire, theft, and property damage under which Subscriber is named as insured and RFI is named as additional insured, proof of which shall be provided to RFI, and which shall on a primary and non -contributing basis cover any loss or damage RFI'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, or RFI's services and that Subscriber will look to its own insurance carrier for any loss or assume the risk of loss. RFI 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 indemnified or insured. Subscriber and all those claiming rights under Subscriber waive all rights against RFI and its subcontractors for loss or damages caused by perils intended to be detected by RFI'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.
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<br />21. LEGAL ACTION / BREACH / LIQUIDATED DAMAGES / AGREEMENT TO BINDING ARBITRATION: The parties agree that due to the nature of the services to be provided by RFI, the payments to be made by the Subscriber for the term of this agreement form an integral part of RFI's anticipated profits; that in the event of Subscriber's default it would be difficult if not impossible to fix RFI's actual damages. Therefore, in the event Subscriber defaults in any payment or charges to be paid to RFI, Subscriber shall be immediately liable for any unpaid invoiced charges and any unpaid charges for labor, material and equipment. If agreement includes services detailed in 4 (b)(ii)-(e), 80% of the balance of all payments for the entire term of this agreement as LIQUIDATED DAMAGES and RFI shall be permitted to terminate all its services and to remotely re -program or delete any programming without relieving Subscriber of any obligation herein. Upon Suspensi on or termination of services RFI will notify Subscriber of such termination. RFI is authorized to notify Subscriber by email, First Class Mail delivered by the United Postal Service or text message to Subscriber’s cell phone. SUBSCRIBER ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS A LIQUIDATED DAMAGE CLAUSE. SUBSCRIBER MAY BRING CLAIMS AGAINST RFI ONLY IN SUBSCRIBER’S INDIVIDUAL CAPACITY, AND NOT AS A CLASS ACTION 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 BY ARBITRATION SERVICES INC., ITS SUCCESSORS OR ASSIGNS, PURSUANT TO ITS ARBITRATION RULES AT WWW.ARBITRATIONSERVICESINC.COM AND THE FEDERAL ARBITRATION ACT, EXCEPT THAT NO PUNITIVE OR CONSEQUENTIAL DAMAGES MAY BE AWARDED. The arbitrator shall be bound by the terms of this agreement, and shall on request of a party, conduct proceedings by telephone, video or submission of papers. A part requesting in-person discovery, in-person hearing or a transcript of the discovery proceeding or hearing, shall pay for the cost of such transcri pt and arbitrator fees charged in connection with the discovery request and in-person hearing, which may be allocated among the parties by the arbitrator in the final award. By agreeing to this arbitration provision the parties are waiving their right to a trial before a judge or jury, waiving their right to appeal the arbitration award and waiving their right to participate in a class action. In the event of any litigation between the parties they waive the right to a jury trial unless prohibited by law. 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 designated in this agreement, on file with an agency of the state, or any other address provided by the party in writing to the party making service. The parties submit to the jurisdiction and laws of Washington, except for arbitration which is governed by the FAA and the arbitration rules. The parties are engaged in interstate commerce and the FAA and arbitration rules shall govern, notwithstanding any state law to the contrary. Any action between the parties must be commenced within one year of the accrual of the cause of action or shall be barred. The prevailing part y in any litigation is entitled to recover its legal fees. Costs and disbursements so that the party is made whole from the other party. In the event a party commences a proceeding to confirm an arbitration award, the prevailing party shall be entitled to attorney fees, costs and disbursements for such proceedings, All actions or proceedings by either party must be based on the provisions of this agreement and any other action that Subscriber may have or bring against RFI in respect to other 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. SUBSCRIBER ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE DISPUTES AND THAT ARBITRATION IS BINDING AND FINAL AND THAT SUBSCRIBER IS WAIVING SUBSCRIBER’S RIGHT TO TRIAL IN A COURT OF LAW AND OTHER RIGHTS.
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