SimplexGrinnell/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
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e:zOO7 SlmplexGnnnell LP All right. reserved
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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.
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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
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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
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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.",,,
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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
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