(12)AR 080508 AGRMT Protection One Alarm Monitoring, Inc. Alarm Monitoring

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FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF COLTON AND PROTECTION ONE 1. PARTIES AND DATE. APPROVED BY CIT`' CU CIL Date 'b S 08 Item #P_ This First Amendment to the Professional Services Agreement ("1St Amendment") is made and entered into this 21th day of August, 2008 by and between the City of Colton ("City") and Protection One Alarm Monitoring, Inc. ("Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this First Amendment. 2. RECITALS. 2.1 Agreement. City and Consultant entered into that certain Professional Services Agreement dated May 29th, 2008 ("Agreement"), whereby Consultant agreed to provide electronic security installation, training, and services (including lease fee) to public clients. 2.2 Amendment. City and Consultant desire to amend the Agreement for the First time to revise Exhibit A and Exhibit C. 3. TERMS. 3.1 "Exhibit A is hereby deleted in its entirety and replaced with Exhibit A-1 attached hereto and incorporated herein by reference." See Exhibit A-1 Exhibit C is hereby deleted in its entirety and replaced with Exhibit C-1 attached hereto and incorporated herein by reference. See Exhibit C-1 3.2 Continuing Effect of Agreement. Except as amended by this First Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this First Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement as amended by this First Amendment. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this First Amendment.