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<br />IN NO EVENT SHALL COMPANY BE LIABLE
<br />FOR ANY DAMAGE. LOSS, INJURY, OR ANY
<br />OTHER CLAIM ARISING fROM ANY SERVICING,
<br />ALTERATIONS, MODIFICATIONS, CHANGES,
<br />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. General Provisions, Customer has selected the
<br />serl/ice lel/el desired aHer 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 dales before or atler December 31,
<br />1999. . All work to be performed by Company will
<br />be performed during normal working hours of
<br />normal working days (8:00 a.m. - 5:00 p.m.,
<br />Monday through Friday, excluding Company
<br />holidays), as defined by Company, unless additional
<br />times are specifically described in this Agreement.
<br />Company will perform the services described in the
<br />Scope 01 Work section CServices~) for one or more
<br />system(s) or equipment as described in the Scope
<br />of Work section or the listed attachments ("Covered
<br />System(s)"). Customer shall promptly notify
<br />Company of any malfunction in the Covered
<br />Syslem(s} which comes to Customer's attention.
<br />This Agreement assumes the Covered System(s)
<br />are in operational and maintainable condition as of
<br />the Agreement date. If, upon initial inspection,
<br />Company determines that repairs are
<br />recommended, repair charges will be submitted for
<br />approval prior to any work. Should such repair work
<br />be declined Company shall be relieved from any
<br />and allliabilily a(lsing Iherefrom. UNLESS
<br />OTHERWISE SPECIFIED IN THIS AGREEMENT,
<br />ANY INSPECTION (AND, IF SPECIFIED,
<br />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 IOENTIFIED 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, EQUtPMENT, 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 />
<br />4325300968
<br />
<br />SERVICE AGREEMENT
<br />
<br />(continued)
<br />The Customer further agrees to:
<br />. provide Company access to the Covered
<br />System(s) to be serviced,
<br />. supply suitable electrical serl/ice, heat, heat
<br />tracing, and adequate water supply,
<br />. provide a safe work environment, in the event of
<br />an emergency or Covered System(s) failure, take
<br />reasonable safety precautions to protect against
<br />personal iniury, death, and property damage. Such
<br />measures shall continue until the Covered
<br />System(s) are operational. Customer shall notify
<br />Company as soon as practical under the
<br />circumstances,
<br />B. Repair Services (If Selected by Customer).
<br />Where Customer expressly includes repair,
<br />replacemenl, and emergency response services in
<br />the Scope of Work. section on the Agreement page,
<br />such services apply only to the components or
<br />equipment of the Covered System(s). The
<br />Agreement price does not include repairs to the
<br />Covered System(s) recommended by Company
<br />during the initial inspection, for which Company will
<br />submit independent pricing to customer and as to
<br />which Company will not proceed until Customer
<br />authorizes such work and approves the pricing.
<br />Repair or replacement of non-maintainable parts of
<br />the Covered System(s) including, but not limited to,
<br />unit cabinets, insulating material, electrical wiring,
<br />structural supports, and all other non-mOVing parts,
<br />is not included under this Agreement.
<br />9. System Equipment. The purchase of equipment
<br />or peripheral devices, (including but not limited to
<br />smoke detectors, passive Infrared detectors, card
<br />readers, sprinkler system components,
<br />extinguishers and hoses) from Company shall be
<br />SUbject to the terms and conditions of this
<br />Agreement.lf, in Company's sole judgment, any
<br />peripheral device or other system equipment, which
<br />is attached to the Covered System(s), whether
<br />prOl/ided by Company or a third party, interferes
<br />with Ihe proper operation of the Covered System(s),
<br />Customer shall remove or replace such device or
<br />equipment promptly upon notice from Company.
<br />Failure of Customer to remove or replace the device
<br />shall constitute a material breach of this Agreement.
<br />If Customer adds any third party device or
<br />equipment to the Covered System(s), Company
<br />shall not be responsible for any damage to or failure
<br />of the Covered System(s) caused in whole or in part
<br />by such device or equipment.
<br />10. 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 10 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 />Sys\em(s) and equipment and components lies with
<br />Customer.
<br />
<br />11. Hazardous Materials. Customer represents
<br />thaI. except to the extent that Company has been
<br />given wrillen notice of the following hazards prior to
<br />the execution of this Agreement, 10 Ihe best of
<br />Customer's knowledge there is no:
<br />. "permit confined space," as defined by OSHA,
<br />. risk of infectious disease,
<br />. need for air monitoring, respiratory protection, or
<br />other medical risk,
<br />. asbestos, asbestos-containing material,
<br />formaldehyde or other potentially toxic or otherwise
<br />hazardous material contained in or on the surface of
<br />the floors, walls, ceilings, insulation or other
<br />structural components of the area of any ot,Jilding
<br />where work is required to be performed under this
<br />Agreement.
<br />A.ll of the abol/e are hereinafter referred 10 as
<br />"Hazardous Conditions".
<br />Company shalt have the fight to rely on the
<br />representatlons listed above. If hazardous
<br />conditions are encountered by Company during the
<br />course of Company's work., the discovery of such
<br />materials shall constitute an event beyond
<br />Company's control and Company shall have no
<br />obligation 10 further perform in the area where the
<br />hazardous conditlons exist until the area has been
<br />made safe by Customer as certified in writing by an
<br />independent testing agency, and Customer shall
<br />pay disruption expenses and re-mobilization
<br />eltpenses as determined by Company.
<br />This Agreement does not provide for the cost of
<br />capture, containment or disposal of any
<br />hazardous waste materials, or hazardous
<br />materials, encountered in any of the Covered
<br />System(s) and/or during performance of the
<br />Services. Said materials shall at all times remain
<br />the responsibility and property of Customer".
<br />Company shall not be responsible for the
<br />testing, removal or disposal of such hazardous
<br />materials
<br />12. limited warranty. COMPANY WARRANTS
<br />THAT ITS WORKMANSHIP AND MATERIAL.
<br />FURNISHED UNDER THIS AGREEMENT WILL
<br />BE FREE FROM DEFECTS FOR A PERIOD OF
<br />NINETY (90) DAYS FROM THE DATE OF
<br />FURNISHING. Where Company provides
<br />product or equipment of others, Company will
<br />warrant the product or equipment only to the
<br />extent warranted by such third party. EXCEPT
<br />AS EXPRESSL.Y SeT FORTH HEREIN,
<br />COMPANY DISCLAIMS ALL WARRANTIES,
<br />EXPRESS OR IMPLIED, INCLUDING BUT NOT
<br />LIMITED TO ANY IMPLIED WARRANTIES OF
<br />MERCHANTABILITY OR FITNESS FOR A
<br />PARTICULAR PURPOSE WITH RESPECT TO
<br />THE SERVICES PERFORMED OR THE
<br />PRODUCTS, SYSTEMS OR EQUIPMENT, IF ANY,
<br />SUPPORTED HEREUNDER.
<br />COMPANY MAKES NO WARRANTY OR
<br />REPRESENTATION, AND UNDERTAKES NO
<br />OBLIGATION TO ENSURE BY THE SERVICES
<br />PERFORMED UNDER THIS AGREEMENT, THAT
<br />COMPANY'S PRODUCTS OR THE SYSTEMS OR
<br />EQUIPMENT OF THE CUSTOMER WIll
<br />CORRECTL. Y HANDLE THE PROCESSING OF
<br />CALENDAR DATES BEFORE DR AFTER
<br />DECEMSER 31,1999.
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