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02/21/2003 FRI 12;03 FAX 562 799 9443 JCI OPERATIONS CYPRESS
<br />10) work Caused by the negligence of others, Including but not limited to equipment
<br />operates and water treatment companies;
<br />11) service calls due to failures caused by Improper environmental conditions
<br />affecting equipmant or electrical power fluctuations, If duo to Conditions beyond
<br />JCI's control, and service calls required, because JCI had previously been
<br />denied access to the equipment: and
<br />12) disposal of hamrdous wastes. Hazardous wastes remain the property and the
<br />rospombr'fily of the Customer, even when removed from equipment or replaced
<br />by JCI as provided by the termd of this Agreement. The Customer shall be
<br />responsible for the proper storage and disposal of hazardous wastes. This
<br />includes, but is not limited to, used oil. contaminated or uncontaminated
<br />refrigerant, and PCBs.
<br />K JCTS F- MIPMENT
<br />JCI may provide loots, documentation, panels, or other control equipmont in the
<br />C'ustomer's building for JCI's convenience In performing JCI's services. That
<br />squipmend shat) remain JCrs property. JCI retains the right to remove such
<br />items at any time durktg the term, or upon the termination of. this Agreement.
<br />L INDEMNITY
<br />JCI and the Customer agree that JCi shall be responsible only for such injury.
<br />WA or damage caused by the Intentional misconduct or the negligent ad or
<br />omission of JCL JCI and the Customer agree to indemnify and to hold each
<br />other. including their offleem, agents, directors, and employees. harmless from
<br />all claims, demands, Or suits of any idnd. including all legal costs and attomeys
<br />fees, resulting from the Intorftnal misconduct of their employees or any
<br />negligent act or omisston by hair employees or agents, The obligations of JCt
<br />and of the Customer under M paragraph are further subject to paragraphs J
<br />and .K below,
<br />J. IL 1119TAT10N OF LIABILITY
<br />1) Neither JCI nor the Customer will be responsl Ave to the other for any special.
<br />Indirocl, or consequential damages. Neither party will be tesponslbto to rho other
<br />for damage, loss. njtay. or delay caused by conditions that are beyond the
<br />reasonable control, and without the Intentional misconduct or negrigonce, of that
<br />party., Such conditions include, but are not Ilnited to: (a) acts of God; (b) acts of
<br />Goverment agencies: (c) strikes; (d) labor dlspulcrs; (c) fin:; m explosions or
<br />other casualties: (g) thefts; (h) vandalism; 0) riots or war, or 0) unavailability of
<br />parts, materiels, or supplies.
<br />2) If this Agreement covers fire safety or security equipment, the Customer
<br />tndetstamds that JCi is not an insurer regarding those services JCI shall not be
<br />resporr able for any damage or loss that may result from fire safety or security
<br />ogtdpmont that fails to perform property or fails to prevent a casualty toss.
<br />3) JCI is not responsible for any injury, toss, or damage caused by equipment that is
<br />not Covered Equipment.
<br />K ASBESTOS AND HAZARDOUS MATERIALS
<br />40's work and services under this Agreement exclude anything connected or
<br />associated with asbestos or hazardous materials. JC1 shall not be required to
<br />perform any identification, abatement, cleanup, control, or removal of asbestos or
<br />hazardous materials The Customer represents i L to the treat of the
<br />Customers kaAiedge, there is no asbestos or hatardow material in the
<br />Customers building that will in any way affect JCrs work. Should JCI become
<br />aware of or suspect the presenco of asbastos or hazardous materials, JCI shalt
<br />have the right to stop work in the affected area fmrad'atety and notify the
<br />Customer. The Customer will be responsible for doing whatever is necessary to
<br />correct the corditlen in accordance with all applicable statutes and regulations.
<br />The Customer agrees to assume responsibility far any claims arising out of or
<br />relating to the presence of asbestos or hazardous materials in the Customers
<br />building.
<br />L JCTS EMPLOYEES
<br />The Customer acknowledges that JCrs employees are a vakrable asset to Jet.
<br />The customer agrees to pay JCl an amount equal to 12 months of salary for
<br />each JCI employee who worked at the Customers facility that is then hired by
<br />the Customer at any time during the term of ft Agreement and for 60 days
<br />thereafter. In addition, the Customer agrees to reimburse JCI for all costs
<br />associated with any training JCI provided to such employees during the three
<br />years bofom tho date the Customer dues such employees.
<br />M. ASSESSMENT
<br />it is the Customers responslbibtty, to pay all taxov or other govemmerd charges
<br />relating to the trap ,ter, use. ownership, servicing or possession of any equipment
<br />relating to this AgrccmcnL
<br />N. RENEWAL PRICE ADJUSTMENT
<br />JCI will provide Cu stomerwith notice of any adjustments in the Agreement price
<br />applicable to a renewal period no Later than fortyfrve (45) days prior to the
<br />commencement of that renewal period. Unless the Customer terminates the
<br />Agrcamont as provided in the Tenn/Aulomafic Renewal provision of this
<br />Agroomcnl. the adjusted price shall be the price for the renewal period
<br />O, RESOLUTION OF DISPUTES
<br />N a dispute arises, the parties shall promptly attempt in good faith to resolve the
<br />dispute by negotiation. All disputes not resolved by negotiation ShaA be resolved
<br />in accordance with the Commercial Rules of the American Arbitration
<br />Southern California Area Office (562) 799 -8882
<br />5770 WarIand Drive, Cypress, CA 90630
<br />N091013
<br />Association in olltd at that time, except as modified herein. Ali disputes shall be
<br />decided by a *into arbitrator. A decision shall be rendered by the arbitrator no
<br />later than nine months after the demand for arbitration is filed, and the arbitrator
<br />Shall slate in wriling the factual and legal basis for the award No discovery shall
<br />be parmilled. The arbitrator shall iSsue a scheduling order that shall not be
<br />modfed except by rho muW agreement of the parties. Judgment may be
<br />entered upon lithe avwrd in the highad state or federal court having jursdcwn
<br />over the matter. The prevailing party skill recover all costs, lncludtng attorney's
<br />fees• incurred as a result of the dispute,
<br />P. MISCELLANEOUS PROVISIONS
<br />1) Any notice that Is required to be given under this Agreement must be in writing
<br />and sent to the party at the address noted on the first page of this Agreement
<br />2) This Agreement cannot be transferred or assigned by either parry wti xxA the
<br />prior written consant of the other party.
<br />3) This Agreement is the entire Agreement between JCI and the Cu. -tourer and
<br />supersedes any prior oral understandings, written agreements, proposal:, or
<br />other communications between JCI and the Customer.
<br />4) Any change or modification to this Agreement will not be effective unless made
<br />In writing. This written ingrument mist specifically Indicate that it Is an
<br />amendment, change, or modification to this Agreement.
<br />5) The Customer acknowledges and agrees that any purchase Order issued by
<br />Customer, in accordance with this Agreement, is intended only to establish
<br />payment aut4t ly for the Customer's Internal accounting purposes. No purchase
<br />order shag be considered to be a counteroffer. amendment, modification, or
<br />other revision to the terms of this AgmernenL No term or condition included in
<br />the Customers purchase order wit have any force or effect.
<br />6) Should any changes to relevant reguf". levee. or codes substantially affect
<br />JCrs setvk es or obligations, the Custaner agrees to negotiata with JCl for
<br />ppropdate changes to the scope or price of this Agreement or both
<br />Additional Terms and Conditions follow
<br />Customer P.O. #
<br />Renewal Date:
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