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HomeMy WebLinkAboutSimplexGrinnell/Util (2) SimplexG,innell BE SAFE. FIRE SPRINKLER SYSTEMS With more than 150 years of experience in sprinkler system installation and service, SimplexGrinnell can offer you peace of mind in knowing your system will work when it is needed most. Conducted by our own trained and certified technicians, our inspection programs help ensure the performance and reliability of your fire sprinkler system. Inspections are carried out in accordance with local, state and federal codes. They include a report of the inspection results, and may include recommendations for corrective action where needed. Depending Upon The Terms Of Your Contract With SlmplexGrlnnell, We Can Perform These Elements 01 An Inspection For You: 1. Inspect the system 10 determine whether it is in service and in 11. If applicable, inspect the deluge or preacllon valves according to the satisfactory condillon In accordance with NFPA standards. manufacturer's specifications, including interior checks 01 the valve body, 2. Identify slle conditions that could compromise the mechanical andlor clapper, clapper facings and latching mechanism. electronic components 01 the system. 12. II applicable, clean pilot lines and solenoid strainers thoroughly. 3. Inspect lor adequate clearance and condition of the sprinkler heads 13. II applicable, disassemble the solenoid release, and Inspect and clean the to allow for proper distribution and activation. Interior. 4. Inspect the sprinkler control valves lor proper position, general 14. Test low-pressure alarms, supervisory circuits and auxiliary functions for condition, accessibility and appropriate signage. proper operation. 5. Inspect and perform required water-flow tests for each system from 15. Inquire about changes in building status that may aHect the performance or main drain and Inspector's test valve, weather permitting. (In case 01 reliability of the lire sprinkler system, including any obstructions. inclement weather, technician will reschedule the inspection.) 16. Inquire about changes or modifications made to the fire sprinkler system. 6. Inspect the Fire Department connection couplings, caps, threeds and 17. Inquire about the Customer's general storage and stock arrangements for clappers, check valves and drains. combustibles in relation to fire sprinkler system protection. 7. Inspect and test the fire sprinkler system alarm components. 18. Tag devices as required and perform required record-keeping. 8. Check the reserve supply 01 sprinkler heads. 19. Compile a report of the inspection. 9. Inspect the general condition 01 visible and accessible sprinkler 20. Familiarize the Customer with proper operation of the equipment. system piping, hangers, drain valves, gauges and related equipment. 10. If applicable, inspect and test the operation of system air compressors for proper activation and cutoH. Please remember that low-point drains in dry, preaction and deluge systems must be drained after each operation wN before the onset of freezing weather. S/mpfexGrinnell only inspects and drains these Jow points at the inteNals !,;(JRcified in the contract. The Customer must comply with NFPA requirements by providing additional services for Inspecting and draining all low-point drains on an as-needed basis to avoid pipe breakage and accidental tripping of the system dw to freezing. Please remember that the terms of your actual contract With SlmplexGnnnell, not this brochure, Will determine the services you receive "EXHIBIT -!l ) 10 " e:zOO7 SlmplexGnnnell LP All right. reserved Pagdof7 SimplexGrinnell BE SAFE. FIRE DETECTION AND ALARM SYSTEMS The reliability of your facility's fire detection and alarm systems is critical to the life safety of your building's occupants and the protection of your property. Performed in accordance with local, state and federal codes, SimplexGrinnell's inspection service helps ensure that your system operates as designed. It also helps minimize the incidence of false alarms that interrupt your operations. The inspections are conducted by our own technicians, who focus on maintaining your system at peak performance. assisting you in meeting code requirements, and giving you peace of mind. When specified, these services will include the suppression system. A report of the inspection findings will be prepared. Depending Upon The Terme or Your Contract With SlmplexGrlnnell, We Can Perform These Elements Of An Inepectlon For You: 1. Inspect the system to determine whether ills in service and In satisfactory condition In accordance with NFPA standards. 2. Identify potentially detrlmental site condillons that could compromise the performance of mechanical andlor electronic components of the system. 3. Inquire about any changes or modifications 01100 fire detection and alarm system. 4. Inquire about changes In the general occupancy environment, operations and conditions relating to the lire detection and alarm system in accordance with NFPA recommended procedures. 5. Inquire about the Customer's general storage and slock arrangements for combustibles In relation to fire alarm and suppression systems. 6. Check the general condition of the lire alarm panel and related equipment. 7. Test smoke and heat detectors In accordence with their manufacturer's specifications. 8. Inspect fire alarm control panels and remote fire alarm panels. 9. Inspect and test annunciators and zones both visually and by tripping a detector. 10. Inspect and meter batteries. 11. Inspect and exercise now switches, tamper switches and low-pressure alarms. 12. Inspect output relays and test their actlvaUon. 13. II applicable, verify that all signals are received by SimplexGrlnnell's Central Slallon Monitoring. 14. Inspect the smoke detectors for cleanliness. If included, clean the detectors that require cleaning In accordance with their manufacturer's guidelines. 15. Test non-restorable heat detector circuits by simulating electrical operation at the wiring connection. 16. Function test accessible heat-actuating devices, both electrically and pneumatically In accordance with the manufacturer's specification. When explosive conditions are present, hot water will be used to heat test accessible heat actuating devices. 17. Inspect and exercise all supervised control valves and switches. 18. During testing of the fire detection system, activate outputs lor the purpose of equipment shutdown, start-up and HVACJsmoke control. 19. Tag devices as required and perform required record-keeping. 20. Compile a report of the Inspection. 21. Familiarize the Customer with proper operation of the equipment. -Please remember that it;s the Customer's responsibility to identify any system outputs that the Customer wishes not to be operated during system inspection and testing. Please remember that the terms of your actual contract with SimplexGrinnell, not this brochure, will determine the services you receive. C2007 SimplnGrinncll LP. All rigtlb re'O:rved. A- v\ l ~ Pagc3of1 "EXHIBIT " Simp/exGrinnell BE SAFE. Pricing Summary/Scope of Work City of Carmel Water Utilities location : 3450 W 131 st St Fire SDrlnkler Systems !Test and InsDectl WetJDry pipe sprinkler inspection ( includes one riser, tamper, and flow) Each additional riser inspection ( includes tamper and flow) Fire Alarm Detection Systems [Test and InsDectl Simplex 4010 ( Fire Alarm Panel) D.A.C.T Inspection ( Inspect at time of FACP inspection. ) LCD Annunciator Smoke Detector ( TestJlnspect, Clean, Sensitivity Testing) Duct Detector Clean and Sensitivity Test ( Sensitivity test performed bi-annually ) Heat Detector ( Heat Sensor Test) OutputJinput functional test ( e.g. door contacts, relays, AVs, pulls) Pull Station Subtotal for location 3450 W 131 st St : Quantltv Freauencv 1 Annual Annual Quantltv Freauencv 1 Annual 1 Annual 1 Annual 18 Annual 5 Annual 1 Annual 57 Annual 16 Annual $1,346.50 $1,346.50 Total Annual Investment : (Plus Any Applicable Tax) Pricing. The pricing set forth io this Agreement is hased on the number of devices to be installed as set forth in the Scope of Work. If the aclual number of devices installed is different than the number set forth in the Scope of Work, the price will be adjusted accordingly. caOO7 SimplexGrinnell J.P. All riBhlS reselVed. "EXHIBIT A ~l f p"?t,, I tqeD !::::., !1itDp/a6tI1IM" SERVICE AGREEMENT This agreement Is made by and between City of Carmel Water Utilities ("Customer'1 and SimplexGrinne!l LP ('Company') and is effective as of 01/01/2008 to 12/3112008, Customer agrees to purchase and Company agrees to provide the Services, as defined herein, and materials as set forth!n U)is Agreement subjeCllo the terms and conditions of this Agreement. SCOPE OF WORK Services will be provided at the following locations: 3450W 1315181 Service(s) and pricing: TOTAL ANNUAL PRICE (Plus Any Applicable Tex) One Thousand Three Hundred Forty-Six Dollars and 50 Cents ($1,346.50). Payment Terms: Payment Is due upon receipt of Invoice. Payment for Service(s) shall be total contract CUSTOMER ACCEPTANCE In accepting this proposal, Customer agrees 10 the terms and conditions contained herein and any attachments or riders attached hereto that contain additional terms and conditions. It is understood that thase terms and conditions shall prevail over any variation in terms and conditions on any purchase order or other document that the Customer may issue. Any changes in the system requested by the Customer after the execution of this Agreement shall be paid for by the Customer and such changes shall be authorized in writing. ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY, WARRANTY, INDEMNITY AND OTHER CONDITIONS CONTAINED IN THIS AGREEMENT. CUSTOMER City of Carmel Water Utilities 3450 W 131st 5t WesUield, In 46074 By: Print Name: Paul Pace Title: Phone# : Fax#: : Customer email : PO#: (Customer)# : Date: Terms and Condlllol'ls 1. Term. The initial term of this Agreement shall commence on the Effective Date and continue for one (1) year (the ~lnit1al Term~). At the conclusion of the Initial Term, this Agreement shall automatically extend for successive terms equal to the Initial Term unless either party gives written notice to the other party at least thirty (30) days prior to the end of the then-current term. 2. Payment Payments shall be invoiced and due in accordance with the terms and conditions set forth above. Work performed on a time and material basis shall be at the then-prevailing Company rate for material, labor, and related items, in effect at the Ume supplied under this Agreement. 3. Pricing. The pricing set forth in this Agreement is based on the number of devices to be installed and services to be performed as set forth in the Scope of Work. If the actual number of devices installed or services to be performed is greater than Ihat set forth in the Scope of Work, the price will be @007SimpleJ.GrinneIlLP.AlIrightsreserved. SIMPLEXGRINNELL LP 11820 Pendleton Pike Indianapolis, IN 46236 By: Print Name: Kyle Young Title: P5R Phone Number : ?;VI-3U-PJ9o Fax Number : (!17-ifU-:utla E-Mail Address:chyoung@tycoint.com License Number (if applicable): Date: '7-/~ / Authorized Man r:. . UJ. increased accordingly. Company may increase prices upon notice to the Customer or annually to reflect Increases in malerial and labor costs. Customer agrees to pay all taxes, permits, and other charges, including but not limited to state and local sales and excise taxes, installation or alarm permits, false alarm assessments, or any charges Imposed by any government body, however designated, levied or based on the service charges pursuant to this Agreement. The Customer's failure to make payment when due is a material breach of this Agreement. 4. Alarm Monitoring Services. Any reference to alarm monitoring services in this Agreement is included for pricing purposes only. Alarm monitoring services are performed pursuant to the terms and conditions of Company's standard alarm monitoring services agreement. 5. Code Compliance. Company does not undertake an obligation to inspect for compliance or regulations unless specifically stated in th Sc pe of Work. Customer acknowledges that the thority Having Jurisdiction (e.g. Fire Marshal) may establish additional requirements for compliance with local codes. Any additional services or equipment required will be provided al an additional cost to Customer. 6. L1mltstlon 01 Liability; Limitations Of Remedy. It Is understood and agraed by the Customer that Company Is not an Insurer and that Insurance coverage, If any, shall be obtaIned by the Customer and that amounls payable 10 company hereunder are based upon the value of Ihe services and the scope of lIablllly set forlh In this Agreemenl and are unrelaled to Ihe value of Ihe Cuslomer's property and the property of others localed on the premises. SG4269R6(R,dlm) J311~'", "EXHiBIT j~)~ fug"~~7 flieD I::::., I fImpIa6tImII Customer agrees to look exclusively to the Customer's Insurer to recover for Injuries or damage In the event o' any IOS8 or Injury and that Customer releases and waives all right 01 recovery agaInst Company arisIng by way 01 8ubrcgatlon. Company makes no guaranty or Warranty, Including any Implied warranty of merchantability or rltness lor a particular purpose thai equipment or services supplied by Company will detect or avert occurrences or the consequences therefrom that the equipment or service was designed to detect or avert. It Is Impractical and extremely dIffIcult to fix the actual damages, if any. which may proximately result 'rom failure on the part 01 Company to perform any of Its obligations under this Agreement. AccordinglY, Customer agrees that, Company shall be exempt from liability for any loss, damage or Injury arising dlreclly or Indirectly from occurrences, or the consequences therefrom, which the equipment or service was designed to detect or avert. Should Company be found "able for any loss, damage or Injury arising from a failure of the equipment or service In any respect, Company's lIabHity shall be limited to an amount equal to the Agreement price (as Increased by the price for any additional work) or where the lime and material payment term Is selected, Customer's time and materlal'payments to Company. Where this Agreement covers mulllple sites, liability shall be limited to the amount of the payments allocable to the site where the Incident occurred. Such sum shall be complete and exclusive. If Customer desires Company to assume greater liability, the partIes shall amend this Agreement by attaching a rider seulng forth the amount of additional liability and the additional amount payable by the Customer for the assumption by company of such greater liability, provided however thai such rider shall In no way be Interpreted to hold Company as an Insurer. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM ANY SERVICING, ALTERATIONS, MODIFICATIONS, CHANGES, OR MOVEMENTS OF THE COVERED SYSTEM(S) OR ANY OF ITS COMPONENT PARTS BY THE CUSTOMER OR ANY THIRD PARTY. COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM THE USE, LOSS OF THE USE, PERFORMANCE, OR FAILURE OF THE COVERED SYSTEM(S) TO PERFORM. The limitatIons of liability set forth In this Agreement shall Inure to the benefit of all parents, subsIdiaries and affiliates of company, whether direct or IndIrect, company's employees, agents, officers and directors. 7. General Provisions. Customer has selected the service level desired after considering and balancing various levels of protection afforded, and their related cosls. Customer acknov.lledges and agrees Ihat by this Agreement, Company, unless specifically stated, does not undertake any obligation to maintain or render Customer's system or equipment as Year 2000 compliant, which shall mean, capable of correctly handling the processing 01 calendar dates before or after December 31, 1999. . All work to be performed by Company will be performed during normal working hours of normal working days (8:00 a.m. - 5:00 p.m., Monday through Friday, excluding Company holidays), as defined by Company, unless additional , 02007 SimplexGrinnell LP. All rights reserved. SERVICE AGREEMENT (continued) times are specifically described in this Agreement. All work performed unscheduled unless otherwise specilied in this Agreement. Appointments scheduled for four-hour window. Additional charges may apply for special scheduling requests, a.g. working around equipment shutdowns, after hours work. Company wlll perform the services descrlbed in the Scope of Work section (.servlces') for one or more system(s) or equipment as described in the'Scope of Work section or the listed attachments ("Covered System(s)"). UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, ANY INSPECTION (AND, IF SPECIFIED. TESTING) PROVIDED UNDER THIS AGREEMENT DOES NOT INCLUDE ANY MAINTENANCE, REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS, OR ANY FIELD ADJUSTMENTS WHATSOEVER, NOR DOES IT INCLUDE THE CORRECTION OF ANY DEFICIENCIES IDENTIFIED BY COMPANY TO CUSTOMER. COMPANY SHALL NOT BE RESPONSIBLE FOR EQUIPMENT FAILURE OCCURRING WHILE COMPANY IS IN THE PROCESS OF FOLLOWING ITS INSPECTION TECHNIQUES, WHERE THE FAILURE ALSO RESULTS FROM THE AGE OR OBSOLESCENCE OF THE ITEM OR DUE TO NORMAL WEAR AND TEAR. THIS AGREEMENT DOES NOT COVER SYSTEMS, EQUIPMENT, COMPONENTS OR PARTS THAT ARE BELOW GRADE, BEHIND WALLS OR OTHER OBSTRUCTIONS OR EXTERIOR TO THE BUILDING, ELECTRICAL WIRING, AND PIPING. 8. Customer Responsibilities. Customer shall promptly notify Company of any malfunction in the Covered System(s) which comes to Customer's attention. This Agreement assumes any existing system(s) are in operational and maintainable condition as 01 the Agreement date. If, upon initial Inspection, Company determines that repairs are recommended, repair charges will be submitted for approval by Customer's on-site representative prior to work. Should such repair work be declined, Company shall be relieved from any and all liability arising therefrom. Customer further agrees to: . Provide Company clear access to Covered System(s) to be serviced including, if applicable. lift Irucks or other equipment needed to reach inaccessible equipment; . Supply suitable electrical service, heat, heat tracing adequate water supply, and required system schematics and/or drawings; . Notify all required persons, lncludlng but not limited to authorities having jurisdiction, employees, and monitoring services, of scheduled testing and/or repair of systems; . Provide a safe wor\( environment; . In the event of an emergency or Covered Syslem(s) failure. take reasonable precautions to protect against personal Injury, death, and/or properly damage and continue such measures until the Covered System(s) are operational; and . Comply v.lith all laws, codes, and regulations pertaining to the equipment and/or services provided under this agreement. 9. Repair Services (If Selected by Customer). Where Customer expressly includes repair, replacement, and emergency response services in the Scope of Work section of this Agreement. such services apply only to the components or equipment of the Covered System(s). Customer agrees to promptly request repair services in the event the System becomes inoperable or otherwise requires repair. The Agreement price does not include SG4269R6(Rev.01107) 3311400583 repairs to the Covered System(s) recommended by Company durIng the initia.l inspec.tion, ior which Company will submit independent pricing 10 customer and as to which Company will not proceed until Customer authorizes such work and approves the pricing. Repa.ir or replacement of non-maintainable parts 01 the Covered System(s) including, but not limited to, unit cabinets, insulating material, electrical wiring, structural supports, and all other non-moving parts, is not included under this Agreement. 10~ System Equipment. The purchase of equipment or peripheral devices, (including but not limited to smoke detectors, passive infrared detectors, card readers, sprinkler system components, extinguishers and hoses) from Company shall be subject to the terms and conditions of this Agreement. If, in Company's sole judgment, any peripheral device or other system equipment, which is attached to the Covered System(s), whether provided by Company or a third party, interferes with the proper operation of the Covered System's), Customer shall remove or replace such device or equipment promptly upon notice from Company. Failure of Customer to remove or replace the device shall constitute a material breach of this Agreement. If Customer adds any third party device or equipment to the Covered System(s), company shall not be responsible for any damage 10 or failure of the Covered System(s) caused in whole or in part by such device or equipment. 11. Reports. Where inspection and/or test SQN\ces are selected, such inspection and/or lest shall be completed on Company's then current Report form, which shall be given to Customer, and, where applicable, Company may submil a copy thereof to the local authority having jurisdiction. The Report and recommendations by Company are only advisory in nature and are intended to assist Customer in reducing the risk of loss to property by indicating obvious defects or impairments noted to the system and equipment inspected and/or tested. They are not intended to imply that no other defects or hazards exist or that all aspects of the Covered System(s), equipment, and components are under control at the time of inspection. Final responsibility for the condition and operation of the Covered System(s) and equipment and components lies with Customer. 12. Confined Space. If access to confined space by Company is required lor the performance of Services, Services shall be scheduled and performed in accordance with Company's then-current hourly rate. 13. Hazardous Materials. Customer represents that, except to the extent that Company has been given written notice of the following hazards prior to Ihe execution of this Agreement, to the best of Customer's knowledge there is no: . .Permit confined space,~ as defined by OSHA, . Risk of infectious disease, . Need for air monitoring, respiratory protection, or other medical risk, . Asbestos, asbestos-containing malerial, formaldehyde or other potentially toxic or otherwise hazardous material contained in or on the surface of the floors, walls, ceilings, insulation or other structural components of the area of any building where work Is required to be performed under this Agreement. All of the above are hereinafter referred to as ~Hazardous Condilions~. company shall have the right 10 rely on the representations listed above. "EXHIBIT k <tlt.",,, " tqco!r"'jllmp/u6rfm1t/1 -~ If hazardous conditions are encountered by Company during the course 01 Company's work, the discovery of such materials shall constitute an event beyond Company's control and Company shall have no obligation 10 further perform in the area where the hazardous conditions exist untillhe area has been made safe by Customer as certified in writing by an independent testing agency, and Customer shall pay disruption expenses and re-mobllizatlon expenses as determined by Company. This Agreement does not provide for the cost of capture, containment or disposal of any hazardous waste materials. or hazardous materials, encountered in any oltha Covered System(s) and/or during performance of the Services. Said materials shall at all times remain the responsibility and property of Customer. Company shall not be responsible for the testing, removal or disposal of such hazardous materials. 14. Limited Warranty. COMPANY WARRANTS THAT ITS WORKMANSHIP AND MATERIAL FURNISHED UNDER THIS AGREEMENT WILL BE FREE FROM DEFECTS FOR A PERIOD OF NINETY (gO) DAYS FROM THE DATE OF FURNISHING. Where Company provides product or equipment of others, Company will warrant the product or equipment only to the extent warranted by such third party. EXCEPT AS eXPRESSLY SET FORTH HEREIN, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PERFORMED OR 1'HE PRODUCTS, SYSTEMS OR EQUIPMENT, IF ANY, SUPPORTED HEREUNDER, COMPANY MAKES NO WARRANTY OR REPRESENTATION, AND UNDERTAKES NO OBLIGATION TO ENSURE. BY THE SERVICES PERFORMED UNDER 1'HIS AGREEMENT, THAT COMPANY'S PRODUCTS OR THE SYSTEMS OR EQUIPMENT OF THE CUSTOMER WilL CORRECTLY HANDLE THE PROCESSING OF CALENDAR OATES BEFORE OR AFTER DECEMBER 31, 1999. 15. Indemnity. Customer agrees to Indemnify, hold harmless and defend Company against any and all losses, damages. costs, including expert fees and costs, and expenses including reasonable defense costs, arising from any and all third party claims lor personal injury, death, property damage or economic loss, Including specifically any damages resulting from the exposure of workers to Hazardous Conditions whelher or not Customer pre-notifies Company of the existence of said hazardous conditions, arising In any way from any act or omission of Customer or Company relating in any way to this Agreement, Including but not limited to the Services under this Agreement, whether such claims are based upon contract, warranty, tort (Including but not limited to active or passive negligence), strict liability or otherwise. Company reserves the right to select counsel to represent it in any such action. 16. Insurance. Customer shall name Company. its officers, employees, agents, subcontractors, suppliers, and representatives as additional insureds on Customer's general liability and auto liability policies. 17. ExclusIons. This Agreement expressly excludes, without limitation, testing Inspection and repair of duct detectors, beam detectors, and UVIIR equipment; provision of fire watches; clearing of Ice bloc::kage; draining of Improperly pitched piping; (i}2007 SimplexGrinnellLP. All rigl1ts reserved. SERVICE AGREEMENT (continued) batteries; recharging of chemical suppression systems; reloading of, upgrading, and maintaining computer software; making repairs or replacements necessitated by reason of negligence or misuse of components or equipment or changes to Cuslomer's premises, vandalism, corrosion (Including but not limited to micro-bacterially induced corrosion (~MIC")), power failure, current fluctuation, failure due to non-Company installation, lightning, electrical storm, or other severe weather, water, accident, fire, acts of God or any other cause external to the Covered System(s). This Agreement does not cover and specifically excludes system upgrades and the replacement of obsolete systems, equipment, components or parts. All such services may be provided by Company at Company's sole discretion at an additional charge. If Emergency Services are expressly Included in the scope of work section, the Agreement_ price does not Include travel expenses. 18. Availability and Cost of Steel, Plastics & Other Commodities. Company shall 1'101 be responsible for failure to provide services, deliver products, or otherwise perform work required by this Agreement due to lack of available steel products or products made from plastics or other commodities. (i) In the event Company Is unable, after reasonable commercial efforts, to acquire and'provlde steel products, or products made from plastics or other commodities, if required to perform work required by this Agreement, Customer hereby agrees that Company may terminate the Agreement, or the relevant portion of the Agreemen1, at no additional cost and without penalty. Customer agrees to pay Company In full for all work performed up 10 the time of any such termination. (il) If Company Is able to obtain tha steel products or products made from plastics or other commodities, but the price of any of the products has risen by more than 10% from the data ot 1he- bid, proposal 01 date Company executed this Agreement, whichever occurred first, then Company may pass through that increase Ihrough a reasonable price Increase to reflect Increased cost of materials. 19. Force Majeure. Company shall not be responsible for delays or failure to render services' due to causes beyond its control. Including but not limited to material shortages, work stoppages, fires, civil disobedience or unrest, severe weather, lire or any other cause beyond the control of Company. 20. Termination. Company may terminate this Agreement immediately at its sole discretion upon the occurrence of any Event 01 Default as hereinafter defined. Company may also terminate this Agreement at its sole diSCtetion upon notice to Customer If Company's performance of its obligations under this Agreement becomes impracticable due to obsolescence of equipment at Customer's premises or unavailability 01 parts. 21. Default. An Event of Defaull shall be 1) failure of the Customer to pay any amount within ten (10) days after the amount is due and payable, 2) abuse of the System or the Equipment, 3) dissolution, termination, discontinuance, Insolvency or business failure 01 Customer. Upon the occurrence of an Event 01 Default, Company may pursue one or more of the following remedies, 1) discontinue furnishing Services, 2) by written notice to Customer declare the balance of unpaid amounls due and to become due under the this Agreement to be immediately due and payable, provided that all past due amounts shall bear interest at the rate of 1 v..% per month (18% per year) or the highest amount permilled by law, 3) receive immediate possession of any equipment for which Customer SG4269R6(Rev.Olf07) 3311400583 has not paid. 4) proceed at law or equity to enforce performance by Customer or recover damages for breach of this Agreement, and 5) recover all costs and expenses, including without limitation reasonable attorneys' fees, in connection with enforcing or attempting to enforce this Agreement. 22. No Option to Solicit. Customer shall not, directly or Indirectly, on its own behalf or on behalf of any other person, business, corporatlol'l or entity, solicit or employ any Company employee, or Induce any Company employee to leave his or her employment with Company, for a period of two years alter the termination of this Agreement. 23. One-Year L1mltallon On Actions; Choice Of Law. It Is agreed that no suit, or cause of action or other proceeding shall be brought against either party more than one (1) year alter the accrual of the cause of action or one (1) year alter the claim arises, whichever Is shorter, whether known or unknown when the claim arises or whether based on tort, contract, or any other legallheory. The laws of Massachusetts shall govern the validity, enforceability, and interpretation of this Agreement. 24. Assignment. Customer may not assign this Agreement without Company's prior written consent. Company may assign this Agreement without Obtaining Customer's consent. 25. EntIre Agreement. The parties intend this Agreement, together with any attachments or Riders (collectively the ~Agreement) to be the final, complete and exclusive expression 01 their Agreement and the terms and conditions thereof. This Agreement supersedes all prior representations, understandings or agreements between the parties, written or oral, and shall constitute the sole terms and conditions 01 sale for all equipment and services. No waiver, change, or modification of any terms or conditions of this Agreement shall be binding on Company unless made in Writing and signed by an Authorized Representative of Company. 26. Severability. If any provision 01 this Agreement is held by any court or other competent authority to be void or unenforceable in whole or In pari, this Agreement will continue to be valid as to the other provisions and the remainder of the affected provision. 27, legal Fees. Company shall be entitled to recover from the Customer all reasonable legal fees incurred in connection with Company enforcing the terms and conditions of this Agreement. 28. license Information (Security System Customers): Al Alabama Electronic Security Board 01 Licensure 7956 Vaughn Road, PMB 392, Mon1gomery, Alabama 36116 (334) 264-9388: AR Regulated by: Arkansas Board of Private Investigators and Private Security Agencies, #t State Police Plaza Drive, Little Rock 72209 (501)618-8600: CA Alarm company operators are licensed and regulated by the Bureau of Security and Investigative Services, Department of Consumer Affairs, Sacramento, CA, 95814. Upon completion of the inslallation of the alarm system, the alarm company shall thoroughly instruct the purchaser in the proper use of the alarm system. Failure by the licensee, without legal excuse, to substantially commence work within 20 days from the approximate date specified In the agreement when the work will begin Is a violation 01 the Alarm Company Act: NY Licensed by the N.Y.S. Department 01 the State: TX Texas Commission on Private Security, 5805 N. lamar Blvd" Austin, TX 78752-4422,512-424-7710. "EXHIBIT k'6~:fS "