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SERVICE AGREEMENT
<br />C
<br />damage in the event of any loss or Injury and
<br />that Customer releases and waives all right of
<br />recovery against Company arising by way of
<br />subrogation. Company makes no guaranty or
<br />warranty, including any implied warranty of
<br />merchantability or fitness for a particular
<br />purpose that equipment or services supplied by
<br />Company will detect or avert occurrences or the
<br />consequences therefrom that the equipment or
<br />service was designed to detect or avert.
<br />It Is impractical and extremely difficult to fix the
<br />actual damages, If any, which may proximately
<br />result from failure on the part of Company to
<br />perform any of Its obligations under this
<br />Agreement. Accordingly, Customer agrees that,
<br />Company shall be exempt from liability for any
<br />loss, damage or Injury arising directly or
<br />Indirectly from occurrences, or the
<br />consequences therefrom, which the equipment
<br />or service was designed to detect or avert.
<br />Should Company be found liable for any loss,
<br />damage or Injury arising from a failure of the
<br />equipment or service In any respect, Company's
<br />liability shall be limited to an amount equal to
<br />the Agreement price (as Increased by the price
<br />for any additional work) or where the time and
<br />material payment term Is selected, Customer's
<br />time and material payments to Company. Where
<br />this Agreement covers multiple sites, liability
<br />shall be limited to the amount of the payments
<br />allocable to the site where the Incident
<br />occurred. Such sum shall be complete and
<br />exclusive. If Customer desires Company to
<br />assume greater liability, the parties shall amend
<br />this Agreement by attaching a rider setting forth
<br />the amount of additional liability and the
<br />additional amount payable by the Customer for
<br />the assumption by Company of such greater
<br />liability, provided however that such rider shall
<br />In no way be Interpreted to hold Company as an
<br />Insurer. IN NO EVENT SHALL COMPANY BE
<br />LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR
<br />ANY OTHER CLAIM ARISING FROM ANY
<br />SERVICING, ALTERATIONS, MODIFICATIONS,
<br />CHANGES, OR MOVEMENTS OF THE COVERED
<br />SYSTEM(S) OR ANY OF ITS COMPONENT
<br />PARTS BY THE CUSTOMER OR ANY THIRD
<br />PARTY. COMPANY SHALL NOT BE LIABLE FOR
<br />INDIRECT, INCIDENTAL OR CONSEQUENTIAL
<br />DAMAGES OF ANY KIND, INCLUDING BUT NOT
<br />LIMITED TO DAMAGES ARISING FROM THE
<br />USE, LOSS OF THE USE, PERFORMANCE, OR
<br />FAILURE OF THE COVERED SYSTEM(S) TO
<br />PERFORM. The limitations of liability set forth in
<br />this Agreement shall inure to the benefit of all
<br />parents, subsidiaries and affiliates of company,
<br />whether direct or Indirect, company's
<br />employees, agents, officers and directors.
<br />7. Reciprocal Waiver of Claims (SAFETY Act).
<br />Certain of SimplexGrinnell's systems and services
<br />have received Certification and/or Designation as
<br />Qualified Anti-Terrorism Technologies ("QATT")
<br />under the Support Anti-terrorism by Fostering
<br />Effective Technologies Act of 2002, 6 U.S.C. §§
<br />441-444 (the "SAFETY Act"). As required under 6
<br />C.F.R. 25.5 (e), to the maximum extent permitted by
<br />law, SimplexGrinnell and Customer hereby agree to
<br />waive their right to make any claims against the
<br />other for any losses, including business interruption
<br />losses, sustained by either party or their respective
<br />employees, resulting from an activity resulting from
<br />an "Act of Terrorism" as defined in 6 C.F.R. 25.2,
<br />when QATT have been deployed in defense
<br />®2009 SimplexGrinnell LP. All rights reserved.
<br />(continued)
<br />against, response to, or recovery from such Act of and monitoring services, of scheduled testing
<br />Terrorism. and/or repair of systems;
<br />8. General Provisions. Customer has selected the • Provide a safe work environment;
<br />service level desired after considering and
<br />balancing various levels of protection afforded, and
<br />their related costs. Customer acknowledges and
<br />agrees that by this Agreement, Company, unless
<br />specifically stated, does not undertake any
<br />obligation to maintain or render Customer's system
<br />or equipment as Year 2000 compliant, which shall
<br />mean, capable of correctly handling the processing
<br />of calendar dates before or after December 31,
<br />1999. All work to be performed by Company will be
<br />performed during normal working hours of normal
<br />working days (8:00 a.m. - 5:00 p.m., Monday
<br />through Friday, excluding Company holidays), as
<br />defined by Company, unless additional times are
<br />specifically described In this Agreement. All work
<br />performed unscheduled unless otherwise specified
<br />In this Agreement.
<br />Appointments scheduled for four-hour window.
<br />Additional charges may apply for special scheduling
<br />requests, e.g. working around equipment
<br />shutdowns, after hours work. Company will perform
<br />the services described in the Scope of Work section
<br />("Services") for one or more system(s) or equipment
<br />as described in the Scope of Work section or the
<br />listed attachments ("Covered System(s)").
<br />UNLESS OTHERWISE SPECIFIED IN THIS
<br />AGREEMENT, ANY INSPECTION (AND, IF
<br />SPECIFIED, TESTING) PROVIDED UNDER THIS
<br />AGREEMENT DOES NOT INCLUDE ANY
<br />MAINTENANCE, REPAIRS, ALTERATIONS,
<br />REPLACEMENT OF PARTS, OR ANY FIELD
<br />ADJUSTMENTS WHATSOEVER, NOR DOES IT
<br />INCLUDE THE CORRECTION OF ANY
<br />DEFICIENCIES IDENTIFIED BY COMPANY TO
<br />CUSTOMER. COMPANY SHALL NOT BE
<br />RESPONSIBLE FOR EQUIPMENT FAILURE
<br />OCCURRING WHILE COMPANY IS IN THE
<br />PROCESS OF FOLLOWING ITS INSPECTION
<br />TECHNIQUES, WHERE THE FAILURE ALSO
<br />RESULTS FROM THE AGE OR OBSOLESCENCE
<br />OF THE ITEM OR DUE TO NORMAL WEAR AND
<br />TEAR. THIS AGREEMENT DOES NOT COVER
<br />SYSTEMS, EQUIPMENT, COMPONENTS OR
<br />PARTS THAT ARE BELOW GRADE, BEHIND
<br />WALLS OR OTHER OBSTRUCTIONS OR
<br />EXTERIOR TO THE BUILDING, ELECTRICAL
<br />WIRING, AND PIPING.
<br />9. Customer Responsibilities. Customer shall
<br />promptly notify Company of any malfunction in the
<br />Covered System(s) which comes to Customer's
<br />attention. This Agreement assumes any existing
<br />system(s) are in operational and maintainable
<br />condition as of the Agreement date. If, upon initial
<br />inspection, Company determines that repairs are
<br />recommended, repair charges will be submitted for
<br />approval by Customer's on-site representative prior
<br />to work. Should such repair work be declined,
<br />Company shall be relieved from any and all liability
<br />arising therefrom.
<br />Customer further agrees to:
<br />• Provide Company clear access to Covered
<br />System(s) to be serviced including, if applicable, lift
<br />trucks or other equipment needed to reach
<br />inaccessible equipment;
<br />• Supply suitable electrical service, heat, heat
<br />tracing adequate water supply, and required system
<br />schematics and/or drawings;
<br />• Notify all required persons, including but not
<br />limited to authorities having jurisdiction, employees,
<br />• In the event of an emergency or Covered
<br />System(s) failure, take reasonable precautions to
<br />protect against personal Injury, death, and/or
<br />property damage and continue such measures until
<br />the Covered System(s) are operational; and
<br />• Comply with all laws, codes, and regulations
<br />pertaining to the equipment and/or services
<br />provided under this Agreement.
<br />10. Repair Services (If Selected by Customer).
<br />Where Customer expressly Includes repair,
<br />replacement, and emergency response services In
<br />the Scope of Work section of this Agreement, such
<br />services apply only to the components or equipment
<br />of the Covered System(s). Customer agrees to
<br />promptly request repair services in the event the
<br />System becomes inoperable or otherwise requires
<br />repair. The Agreement price does not Include
<br />repairs to the Covered System(s) recommended by
<br />Company during the initial Inspection, for which
<br />Company will submit independent pricing to
<br />customer and as to which Company will not
<br />proceed until Customer authorizes such work and
<br />approves the pricing. Repair or replacement of
<br />non-maintainable parts of the Covered System(s)
<br />Including, but not limited to, unit cabinets, Insulating
<br />material, electrical wiring, structural supports, and
<br />all other non-moving parts, Is not Included under
<br />this Agreement.
<br />11. System Equipment. The purchase of
<br />equipment or peripheral devices, (including but not
<br />limited to smoke detectors, passive Infrared
<br />detectors, card readers, sprinkler system
<br />components, extinguishers and hoses) from
<br />Company shall be subject to the terms and
<br />conditions of this Agreement. If, in Company's sole
<br />judgment, any peripheral device or other system
<br />equipment, which Is attached to the Covered
<br />System(s), whether provided by Company or a third
<br />party, Interferes with the proper operation of the
<br />Covered System(s), Customer shall remove or
<br />replace such device or equipment promptly upon
<br />notice from Company. Failure of Customer to
<br />remove or replace the device shall constitute a
<br />material breach of this Agreement. If Customer
<br />adds any third party device or equipment to the
<br />Covered System(s), Company shall not be
<br />responsible for any damage to or failure of the
<br />Covered System(s) caused in whole or in part by
<br />such device or equipment.
<br />12. Reports. Where Inspection and/or test services
<br />are selected, such inspection and/or test shall be
<br />completed on Company's then current Report form,
<br />which shall be given to Customer, and, where
<br />applicable, Company may submit a copy thereof to
<br />the local authority having jurisdiction. The Report
<br />and recommendations by Company are only
<br />advisory in nature and are intended to assist
<br />Customer in reducing the risk of loss to property by
<br />indicating obvious defects or impairments noted to
<br />the system and equipment inspected and/or tested.
<br />They are not intended to imply that no other defects
<br />or hazards exist or that all aspects of the Covered
<br />System(s), equipment, and components are under
<br />control at the time of inspection. Final responsibility
<br />for the condition and operation of the Covered
<br />System(s) and equipment and components lies with
<br />Customer.
<br />SG4269R6 (Rev. 01/09) 4321502514
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