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111 SeOSkr
<br />Customer agrees to look exclusively to the
<br />Customer's Insurer to recover for Injuries or
<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 />N 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 tram 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 coven multiple site$, 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 SYSTEMS) TO
<br />PERFORM. The Ilmitations of lability sat 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 />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 Customers system
<br />or equipment as Year 2000 compliant, which shall
<br />mean, capable of correctly handling the processing
<br />of calendar dales before or after 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 />holidaysj, as defined by Company, unless additional
<br />SERVICE AGREEMENT
<br />(continued)
<br />times are specifically described in this Agreement.
<br />All work performed unscheduled unless otherwise
<br />specified In this Agreement. Appointments
<br />scheduled for four -hour window. Additional charges
<br />may apply for special scheduling requests, e.g.
<br />working around equipment shutdowns, after hours
<br />work.
<br />Company will perform the services described In the
<br />Smps of Work section ("Services) for one or more
<br />system(s) or equipment as descdbed In the Scope
<br />of Work section or the listed attachments ('Covered
<br />System(s)'). UNLESS OTHERWISE SPECIFIED IN
<br />THIS 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 />8. 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. It. upon Initial
<br />Inspection, Company determines that repairs are
<br />recommended, repair charges will be submitted for
<br />approval by Customers 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 lo:
<br />Provide Company clear access to Covered
<br />System($) to be serviced Including, If applicable, Im
<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 andfor drawings;
<br />Notify all required persona, Including but not
<br />limited to authorities having jurisdiction, employees.
<br />and monitoring services, of scheduled testing
<br />andfor repair of systems;
<br />• Provide a safe work environment,
<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 />9. 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 />10. 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 Syslenl(s), Customer shell 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 Sysram(s) caused in whole or In part by
<br />such device a equipment.
<br />11. Reports. Where inspection and/or teat services
<br />are selected, such Inspection andfor test shall be
<br />completed on Company's Men 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 judis icllon. 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($) and equipment and components ties with
<br />Customer.
<br />12. Confined Space. If access to confined space
<br />by Company Is required for the performance of
<br />Services, Services shall be scheduled and
<br />performed in accordance with Company's
<br />then- cunent hourly rate.
<br />13. Hazardous Materials. Customer represents
<br />that, except to the extent that Company has been
<br />given written nofte of the following hazards prior to
<br />the execution of this Agreement, to the best of
<br />Customers 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- conlalning material,
<br />formaldehyde or other potentially toxic or otherwise
<br />hazardous material contalned In or on the surface of
<br />the floors, walls, ceilings, Insulation or other
<br />structural components of the area of any building
<br />where work Is required to be performed under this
<br />Agreement.
<br />All of the above are hereinafter referred to as
<br />'Hazardous Conditions'. Company shall have the
<br />right to rely on the representations listed above.
<br />C2M SimpinGrirecll LP. All nalnr usry . $G1269R6 (acv. elro'7 4327MOR99 Paac6o177
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