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Ill~flfli~~ SERVICE AGREEMENT
<br /> (continued)
<br /> 13. Confined Space. If access to confined space tosses, damages, costs, including expert tees and responsible for delays or failure to render services
<br /> by Company is required for the performance of costs, and expenses Inctuding reasonable defense dus to causes beyond its control, including but not
<br /> Services, Services shall be scheduled and costs, arising from any and alt third party Gaims for limited to material shortages, work stoppages, fires,
<br /> performed in accordance with Company's personal injury, death, property damage or civil disobedience or unrest, severe weather, lire or
<br /> than-current hourly rate. economic loss, including specifically any damages any other cause beyond the oontroS of Company.
<br /> 14. Hazardous Materials. Customer represents resulting from the exposure of workers fo 21. Termtnatiort. Company may terminate this
<br /> that, except to the extent that Company has bean Hazardous Conditions whether or not Customer Agreement immediate[y at its sole discretion upon
<br /> given written notice of the following hazards prior to pre-notifies Company of the existence of said the occurrence of any Event of Default as
<br /> the execution of this Agreement, to the best of hazardous conditions, arising in any way from any hereinafter defined. Company may also terminate
<br /> Customers knowledge there is no: act ar omtsslon of Customer or Company relating in this Agreement at its sofa discretion upon notice to
<br /> • 'Permit confined space; asdafinedbyOSHA, anyway to this Agreement, including but not limited Customer if Company's performance of its
<br /> • Risk ofinfeGiousdisease, tofhaServicesunderthisAgreement,whethersuch obligations under this Agreement becomes
<br /> • Need for air monitoring, respiratory protection, or claims era based upon contract, warranty, tort impracticable due io obsolescence of equipment at
<br /> other medical risk, (including but not limited to active or passive Customers premises or unavaifabilityof parts.
<br /> Asbestos, asbestos-containing material, negligence), strict liability or otherwise. Company 22. No Option to Sollelt. Customer shall not,
<br /> formaldehyde or other potentially toxic or otherwise reserves the right to select couasel to represent it in directly or indirectly, on ifs own behalf or on behalf
<br /> hazardous material contained in or on the surface of any such action. of any other person, business, corporatbn or entity,
<br /> the floors, walls, ceilings, insulation or other 17. insurance. Customer shall name Company, its solicit or employ anyCampany employee, or induce
<br /> structural components of the area of any building officers, employees, agents, subcontractors, any Companyemptoyee to leave his or her
<br /> where work is required to be performed underthis suppliers, and representatives as additional employment with Company, for a period of two
<br /> Agreement. insureds on Customer's general liability and auto years after the termination of this Agreement.
<br /> All of the above are hereinafter referred to as liability polldes. 23. Default. An Event of Default shall be 1) falfure
<br /> 'Hazardous Conditions". Company shall have the 18. Exclusions. This Agreement expressly of the Customer to pay any amount within ten (10)
<br /> right to rely on the representations listed above. excludes, without limitation, testing Inspection and days after the amount is due and payable, 2) abuse
<br /> If hazardous conditions are encountered by repairof duct detectors, beam defectors, and UV/tR of the System or the Equipment, 3) dissolution,
<br /> Company during the course of Company's work, the equipment; provision of fire watches; clearing of ice termination, discontinuance, insolvency or business
<br /> discovery of such materials shall constitute an event blockage; draining of improperly pitched piping; failure of Customer. Upon the occurrence of an
<br /> beyond Company's control and Company shall batteries; recharging of chemical suppression Event of Default, Company may pursue one or
<br /> have no obligation to further perform fn the area systems; reloading of, upgrading, and maintaining more of the following remedies, 1) discontinue
<br /> where the hazardous conditions exist until the area compulersothvare; making repairs or replacements furnishing Services, 2) by written notice to
<br /> has bean made safe by Customer as certified in necessitated by reason of negligence or misuse of Customer declare the balance of unpaid amounts
<br /> writing by an independent testing agency, and components or equipment or changes to due and to become due under the this Agreement
<br /> Customer shall pay disruption expenses and Customer's premises, vandalism, corrosion to ba immediately doe and payable, provided that
<br /> re-mobfllzation expanses as determined by (irtciudtng but not limited to micro-bacterlal3y all past due amounts shag bear interest at the rate
<br /> Company. induced corrosion ("MIC"}}, power failure, current of 1 % per month (18% per year) or the highest
<br /> This Agreement does not provide for the cost of fluctuation, failure due to non-Company installation, amount permitted by law, 3) receive immediate
<br /> capture, containment or disposal of any hazardous lightning, etecUical storm, or other severe weather, possession of any equipment for which Customer
<br /> waste materials, or hazardous materials, water,accident, fire, acts of God or any other cause has not paid.4)proceedatlaworequitytoenforce
<br /> encountered in any of the Cavared System(s) externs! to the Covered System{s}.This Agreement performance by Customer or recover damages for
<br /> andior during performance of the Services. Said does not cover and specifically excludes system breach of lhisAgreement, and b) recover all costs
<br /> materials shall at all times remain the responsibility upgrades and the replacement of obsolete systems, and expanses, including without limitation
<br /> and property of Customer. Company shall not be equipment, components or parts. All such services reasonable attorneys' fees, in connection with
<br /> responsible for the testing, removal or disposal of may be pravided by Company at Company's sole enforcing or attempting to enforce this Agreement.
<br /> such hazardous materials. discretion at an additional charge. If Emergency 24.One-Year Lfmitatlon On Actions; Choice Of
<br /> 15. Limited Warranty. COMPANY WARRANTS Services are expressly included in the scope of law. It is agreed that no suit, or cause of action or
<br /> THAT ITS WORKMANSHIP AND MATERIAL work section, the Agreement price does not inGude other proceeding shall he brought against either
<br /> FURNISHED UNDER THIS AGREEMENT WILL travel expenses. party more than one (1) yearaiter the accmat of the
<br /> BE FREE FROM DEFECTS FOR A PERIOD OF i8. Availability and Cost of Steel, Piastres cause of action or one (1) year after the claim
<br /> NINETY {80) DAYS FROM THE DATE OF & Other Commodities. Company shall not be arises, whichever is shorter, whether known or
<br /> FURNISHING. Where Company provides responsibieforfalluretoprovidesarvices,deliver unknownwhaniheclaimarisesorwhetherbasad
<br /> product or equipment of others, Company wilt products, ar otherwise perform work required by this on tort, contract, or any other legal theory. The laws
<br /> warrant the produat or equipment only to the Agreement due to tack of available steel products or of Massachusetts shat) govern the validity,
<br /> extent warranted by such third party. EXCEPT products made from plastics or other commodities. enforceability, and interpretation of this Agreement.
<br /> AS EXPRESSLY SET fORTH HEREIN, (ijtntheeveniCompanyisunable,afterreasonable 25.Assignment. Customer may not assignthts
<br /> COMPANY DISCLAIMS ALL WARRANTIES, commercial efforts, io acquire and provide steal Agreement without Company's prior written
<br /> EXPRESS OR IMPLIED, INCLUDING BUT NOT products, or products made from plastics or other consent. Company may assign ibis Agreement
<br /> LIMITED TO ANY IMPLIED WARRANTIES OF commodities, if required to perform work required ,,vithout obtaining Customer's consent.
<br /> MERCHANTABILITY OR FITNESS FORA by this Agreement, Customer hereby agrees that 28. Entire Agreement. The parties intend this
<br /> PARTICULAR PURPOSE WITH RESPECT TO Company may terminate the Agreement, or the Agreement, together with any attachments or
<br /> THE SERVICES A E R F O R M E D O R 7 H E relevant portion of the Agreement, at no addhianai Riders (collectively the 'Agreement") to be the final,
<br /> PRODUCTS, SYSTEMS OR EQUIPMENT, IF ANY, cost and without penally. Customer agrees to pay complete and exclusive expression of their
<br /> SUPPORTED HEREUNDER. COMPANY MAKES Company in full for all work performed up to the Agreement and the terms and conditions thereof.
<br />
<br /> i NO WARRANTY OR REPRESENTATION,AND tfrneofanysuchtermination.{ii)ifCompanyisable This Agreement supersedes all prior
<br /> UNDERTAKES NO OBLIGATION TO ENSURE BY to obtain the steel products or products made from representations, understandings or agreements
<br /> THE SERVICES PERFORMED UNDER THlS plastics or other commodities, but the price of any between the parties, written or oral, and shall
<br /> AGREEMENT, THAT COMPANY'S PRODUCTS of the products has risen by more than 10% from constitute the sole terms and conditions of sate for
<br /> OR THE SYSTEMS OR EQUIPMENT OF THE the date of Iha bid, proposal or date Company all equipment and services. No waiver, change, or
<br /> CUSTOMER WILL CORRECTLY HANDLE THE executed this Agreement, whichever occurred first, modification of any terms or conditions of this
<br /> PROCE5SlNG OF CALENDAR DATES SEFORE then Company may pass through that increase Agreement shall be binding on Company unless
<br /> OR AFTER DECEMBER 37,1989. through a reasonable price increase to reflect made in writing and signed by an Authorized
<br /> 16. Indemnity. Customer agrees to indemnify, hold increased cost at materials. Representative of Company.
<br /> harmless and defend Company against any and all 20. Farce Majeure. Company shat l not be 27. Severabillty. IE any provision of this Agreement
<br /> i~2004 5implesGrinnell LP. Afl rigAts ztsend. SG4269R6 tRev. 01 rD9) 4327801063 Page 7 of 8
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