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<br />SERVICE AGREEMENT
<br />(continued)
<br />If hazardous conditions are encountered by
<br />batteries; recharging of chemical suppression
<br />hasnotpold. 4) proceed at law or equity to enforce
<br />Company during the course of Company's work, the
<br />systems; reloading of, upgrading. and maintaining
<br />performance by Customer or recover damages for
<br />discovery of such materials shag constitute an event
<br />computer software; making repairs or replacements
<br />breach of this Agreement, and 5) recover all costs
<br />beyond Company's control and Company shall
<br />necessitated by reason of negligence or misuse of
<br />and expenses, including without limitation
<br />have no obligation to further perform in the area
<br />components or equipment or changes to
<br />reasonable attorneys' fees, in connection with
<br />where the hazardous conditions exist until the area
<br />has been made safe by Customer as certified in
<br />Customer's premises, vandalism, corrosion
<br />(Including but not limited to micro - bacterially
<br />enforcing or attempting to enforce this Agreement.
<br />22. No Option to Solicit. Customer shall not,
<br />writing by an Independent testing agency, and
<br />Induced corrosion ("MIC ")), power failure, current
<br />directly or indirectly, on Its own behalf or on behalf
<br />Customer shall pay disruption expenses and
<br />fluctuation, failure due to non-Company Installation,
<br />of any other parson, business, mrPoration or entity,
<br />re- mobilization expenses as delermined by
<br />lightning, electrical storm, or other severe weather,
<br />solicit or employ any Company employee, or induce
<br />Company.
<br />water, accident, fire, acts of God or any other muse
<br />any Company employee to leave his or her
<br />This Agreement does not provide for the cost of
<br />external to the Covered System(s). This Agreement
<br />employment with Company, for a period of two
<br />capture, containment or disposal of any hazardous
<br />hazardous materials,
<br />does not cover and specifically excludes system
<br />upgrades and the replacement of obsolete systems,
<br />years after the termination of this Agreement
<br />23. One-Year Limitation On Actions; Choice Of
<br />waste materials, or
<br />encountered in any of the Covered System(s)
<br />equipment, components or parts. All such services
<br />Law. It Is agreed that no suit, or cause of action of
<br />.:and/or during performance of the Services. Said
<br />may be provided by Company at Company's sole
<br />charge. If Emergency
<br />other proceeding shall be brought against either
<br />party more than one (1) year after the accrual of the
<br />materials shall at all times remain the responsibility
<br />and property of Customer. Company shall not be
<br />discretion at an additional
<br />Services are expressly Included In the scope of
<br />cause of action or one (1) year after the claim
<br />responsible for the testing, removal or disposal of
<br />work section, the Agreement prim does not include
<br />arises, whichever Is shorter, whether known or
<br />such hazardous materials.
<br />14. Limited Warranty. COMPANY WARRANTS
<br />travel expenses.
<br />18. Availability and Cost of Steel, Plastics
<br />unknown when the claim arises or whether based
<br />on tort, contract, or any other legal theory. The laws
<br />THAT ITS WORKMANSHIP AND MATERIAL
<br />6 Other Commodities. Company shall not be
<br />of Massachusetts shall govern the validity,
<br />FURNISHED UNDER THIS AGREEMENT WILL
<br />responsible for failure to provide services, deliver
<br />enforceability, and interpretation of this Agreement.
<br />BE FREE FROM DEFECTS FOR A PERIOD OF
<br />products, or otherwise perform work required by this
<br />24. Assignment. Customer may not assign this
<br />NINETY (90) DAYS FROM THE DATE OF
<br />Where Company
<br />Agreement due to lack of available steel products or
<br />products made from plastca or other commodities.
<br />Agreement without Company's prior written
<br />consent. Company may assign this Agreement
<br />FURNISHING. provides
<br />product or equipment of others, Company will
<br />(i) In the event Company is unable, after reasonable
<br />without obtaining Customers consent.
<br />warrant the product or equipment only to the
<br />commercial efforts, to acquire and provide steal
<br />25. Entire Agreement. The parties Intend this
<br />extent warranted by such third party. EXCEPT
<br />products, or products made from plastics or other
<br />Agreement, together with any attachments or
<br />"Agreement)
<br />AS EXPRESSLY SET FORTH HEREIN,
<br />commodities, if required to perform work required
<br />Riders (collectively the to be the final.
<br />COMPANY DISCLAIMS ALL WARRANTIES,
<br />by this Agreement, Customer hereby agrees that
<br />complete and exclusive expression of their
<br />EXPRESS OR IMPLIED, INCLUDING BUT NOT
<br />Company may terminate the Agreement, or the
<br />Agreement and the terms and conditions thereof.
<br />LIMITED TO ANY IMPLIED WARRANTIES OF
<br />relevant portion of the Agreement, at no additional
<br />This Agreement supersedes all prior
<br />MERCHANTABILITY OR FITNESS FOR A
<br />cost and without penalty. Customer agrees to pay
<br />representations, understandings or agreements
<br />PARTICULAR PURPOSE WITH RESPECT TO
<br />Company In full for all work performed up to the
<br />between the parties, written or oral, and shall
<br />THE SERVICES PERFORMED OR THE
<br />time of any such termination. (11) If Company is able
<br />constitute the sale terms and conditions of sale for
<br />PRODUCTS, SYSTEMS OR EQUIPMENT, IF ANY,
<br />to obtain the steel products or products made from
<br />all equipment and services. No waiver, change, or
<br />SUPPORTED HEREUNDER. COMPANY MAKES
<br />plastics of other commodities, but the price of any
<br />modification of any terms or conditions of this
<br />NO WARRANTY OR REPRESENTATION, AND
<br />of the products has risen by more than 10% from
<br />Agreement shall be binding on Company unless
<br />UNDERTAKES NO OBLIGATION TO ENSURE BY
<br />the date of the bid, proposal or date Company
<br />made in writing and signed by an Authorized
<br />THE SERVICES PERFORMED UNDER THIS
<br />AGREEMENT, THAT COMPANY'S PRODUCTS
<br />axewted this Agreement, whichever occurred first,
<br />then Company may pass through that increase
<br />Representative of Company.
<br />26. Sevembility. If any provision of this Agreement
<br />OR THE SYSTEMS OR EQUIPMENT OF THE
<br />through a reasonable price Increase to reflect
<br />Is held by any court or other competent authorhyto
<br />CUSTOMER WILL CORRECTLY HANDLE THE
<br />Increased cost of materials.
<br />be void or unenforceable In whole or in part, this
<br />PROCESSING OF CALENDAR DATES BEFORE
<br />19. Forts Majoure. Company shall not be
<br />responsible for delays or failure to render services
<br />Agreement will continue to be valid as to the other
<br />provisions and the remainder of the affected
<br />OR AFTER DECEMBER 31,1999.
<br />15. Indemnity. Customer agrees to Indemnify, hold
<br />due to causes beyond its control, Including but not
<br />provision.
<br />harmless and defend Company against any and all
<br />losses, damages, costs, Including expert fees and
<br />limited to material shortages, work stoppages, fires,
<br />civil disobedience or unrest, severe weather, fire or
<br />27. Legal Fees. Company shall be entitled to
<br />recover from the Customer all reasonable legal fees
<br />costs, and expenses including reasonable defense
<br />any other muse beyond the control of Company.
<br />Incurred in connection with Company enforcing the
<br />costs, arising from any and all third party claims for
<br />20. Termination. Company may terminate this
<br />terms and conditions of this Agreement.
<br />personal Injury, death, property damage or
<br />Agreement immediately at its sole discretion upon
<br />28. License Information (Security System
<br />economic loss, including specifically any damages
<br />the occurrence of any Event of Default as
<br />hereinafter defined. Company may also terminate
<br />Customers): AL Alabama Electronic Security Board
<br />of Licensure 7956 Vaughn Road, PMS 392,
<br />resulting from the exposure of workers to
<br />Hazardous Conditions whether or not Customer
<br />this Agreement at its sole discretion upon notice to
<br />Montgomery, Alabama 35116 (334) 264 -9388: AR
<br />pre - notifies Company of the existence of said
<br />Customer If Company's performance of Its
<br />Regulated by: Arkansas Board of Private
<br />hazardous conditions, arising In any way from any
<br />obligations under this Agreement becomes
<br />Investigators and Private Security Agencies. #1
<br />ad or omission of Customer or Company mining In
<br />impmetcable due to obsolescence of equipment at
<br />State Police Plaza Drive, Little Rock 722D9
<br />any way to this Agreement, including but not limited
<br />Customer's premises or unavailability of parts.
<br />Default. An Event of Default shall be 1) failure
<br />(501)618 -86DO: CA Alarm company operators are
<br />licensed and regulated by the Bureau of Security
<br />to the Services under this Agreement, whether such
<br />claims are based upon contract, warranty, tort
<br />21.
<br />of the Customer to pay any amount within ten (10)
<br />and Investigative Services, Department of
<br />(including but not limited to active or passive
<br />days after the amount is due and payable, 2) abuse
<br />Consumer Affairs, Sacramento, CA, 95814. Upon
<br />negllgenm), strict liability or otherwise. Company
<br />reserves the right to select counsel to represent it in
<br />of the System or the Equipment, 3) dissolution,
<br />termination, discontinuance, Insolvency or business
<br />completion of the installation of the alarm system,
<br />the alarm company shall thoroughly instruct the
<br />any such acbn.
<br />failure of Customer. Upon the occurrence of an
<br />purchaser in the proper use of the alarm system.
<br />16. Insurance. Customer shall name Company, its
<br />Event of Default, Company may pursue one or
<br />of the following remedies, 1) discontinue
<br />Failure by the licensee, without legal excuse, to
<br />substantially commence work within 20 days from
<br />officers, employees, agents, subcontractors,
<br />suppliers, and representatives as additional
<br />more
<br />furnishing Services, 2) by written notice to
<br />the approximate date specified in the agreement
<br />Insureds on Customer's general liability and auto
<br />Customer declare the balance of unpaid amounts
<br />due and to become due under the this Agreement
<br />when the work will begin is a violation of the Alarm
<br />Company Act: NY Licensed by the N Y.S.
<br />liability policies.
<br />17, Exclusions. This Agreement expressly
<br />to be Immediately due and payable, provided that
<br />duo amounts shall bear interest at the rate
<br />Department of the State: TX Texas Commission on
<br />Private Security, 5805 N. Lamar Blvd., Austin, TX
<br />excludes, without limitation, testing Inspection and
<br />repair of duct detectors, beam detectors, and Ul
<br />all past
<br />of 1 Y.% per month (18% per year) or the highest
<br />78752-4422,512-424-7710.
<br />equipment; provision of fire watches; clearing of ice
<br />amount permitted by law, 3) receive Immediate
<br />blockage; draining of Improperly pitched piping;
<br />possession of any equipment for which Customer
<br />020msmplmn ell LP as nJIW Me id.
<br />SO42699.6(Rw01101) 43270:00089
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