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SimplexGrinnell/Fire & Security Alarm 09Sia ,�',� ff s r4l A Tyco International Company SimplexGrinnell Be Safe LaQuinta Civic Center Tom Hartung Annual Fire Alarm Testing Proposal TABLE OF CONTENTS Pricing Sununary Special Provisions Service Agreement Terms and Conditions Simp/ex6rinne/i BE SAFE. Pricing Summary/Scope of Work LaQuinta Civic Center Location : City Hall Expansion Fire Alarm Detection Systems Rest and Inspect + Parts (non-oerioheralQuantity Freauencv 8-5/M-F Pull Station 3 Annual Audio/Visual Unit 30 Annual Duct Smoke Detector - Analog 15 Annual ( Sensitivity not required ) Smoke Detector ( Test/Inspect ) 18 Annual Heat Detector 1 Annual Location : Library Fire Alarm Detection Systems Rest and Inspectl Quantity Freauencv Pull Station 7 Annual Audio/Visual Unit 24 Annual Duct Smoke Detector - Analog 8 Annual ( Sensitivity not required ) Smoke Detector ( Test/Inspect) 1 Annual Addressable Control Panel ( 1-100 points) 1 Annual Location : Museum Fire Alarm Detection Systems Rest and Inspectt Quantity Freauencv Pull Station 8 Annual Audio/Visual Unit 21 Annual Duct Smoke Detector - Analog 8 Annual ( Sensitivity not required ) Smoke Detector ( Test/Inspect) 5 Annual Addressable Control Panel ( 1-100 points) 1 Annual Location : Senior Center Fire Alarm Detection Systems Rest and Inspect] Quantity Freauency Pull Station 8 Annual Audio/Visual Unit 18 Annual Smoke Detector (Test/Inspect) 18 Annual Addressable Control Panel ( 1-100 points) 1 Annual Each additional panel inspection 1 Annual Total Annual Investment : (Plus Any Applicable Tax) $3,919.20 Pricing. The pricing set forth in this Agreement is based on the number of devices to be installed as set forth in the Scope of Work. If the actual number of devices installed is different than the number set forth in the Scope of Work, the price will be adjusted accordingly. 02009 Simple Ginncll LP. All nghn rescm& evgc 3 of I I SPECIAL PROVISIONS City Hall Expansion, Solution 1 TEST AND INSPECTION OVERVIEW: Under this Special Provisions, SimplexGrinnell trained technicians will perform inspections and diagnostic tests for all accessible peripheral devices listed and currently connected to the facility life safety system. Tests will be scheduled in advance at the convenience of customer's staff (see "List of Equipment" page for equipment to be tested). TESTING OF PERIPHERAL DEVICES FOR FIRE ALARM AND DETECTION SYSTEMS: Accessible peripheral devices shall be functionally tested in accordance with NFPA 72, chapter 10, and manufacturer's recommended procedures. DOCUMENTATION: All accessible components and devices shall be logged for: Exact location of each device tested, including system address or zone location Test results and applicable voltage readings Any discrepancies found shall be noted individually and on a separate summary page inspection documentation shall be provided to customer's designated personnel and copies shall be archived by SimplexGrinnell. NOTE: Certain additional services may be required by the respective Authorities Having Jurisdiction (or AHJ). NFPA: Local AHJs or internal organizational requirements may be more restrictive than state requirements. The building owner or manager should make them self aware of applicable codes and references in order to ensure that contracted services are in compliance with (and fulfill) all requirements. EMERGENCY SERVICE CALL AND LABOR: Standard Service (Provided during normal working hours, Mon — Fri, 8:00 a.m. — 5:00 p.m., excluding holidays). This provision includes labor, travel, and mileage charges for repairs associated with normal equipment failures. Emergency service will be provided within 24 hours of notification Monday through Friday, 8:00 a.m. to 5:00 p.m., excluding SimplexGrinnell holidays, unless outlined as a special provision to the contract. This provision covers labor to troubleshoot and diagnose system problems, and the labor to replace failed devices. NOTE: With Standard Emergency Service, customer is invoiced at standard (normal working bra) labor rate for billable after hours service calls. PARTS AND COMPONENT REPLACEMENT: PANEL COMPONENT REPLACEMENT FOR LISTED ELECTRONIC SYSTEMS: Additionally, these Special Provisions cover maintenance and component replacement on the central processing unit, to include reprogramming of system due to failure, replacement of circuit boards, and all components in the control panels, annunciator panels, transponders, printers, keyboards and monitors associated with system. Replacement of faulty wiring is not covered. (See Terms and Conditions.) 02009 9mpInGnnM11 LP. All rights rmervcd. Page 0 of SPECIAL PROVISIONS Library, Solution 1 TEST AND INSPECTION OVERVIEW: Under this Special Provisions, SimplexGrinneli trained technicians will perform inspections and diagnostic tests for all accessible peripheral devices listed and currently connected to the facility life safety system. Tests will be scheduled in advance at the convenience of customer's staff (see "List of Equipment" page for equipment to be tested). TESTING OF PERIPHERAL DEVICES FOR FIRE ALARM AND DETECTION SYSTEMS: Accessible peripheral devices shall be functionally tested in accordance with NFPA 72, chapter 10, and manufacturer's recommended procedures. DOCUMENTATION: All accessible components and devices shall be logged for: Exact location of each device tested, including system address or zone location Test results and applicable voltage readings Any discrepancies found shall be noted individually and on a separate summary page Inspection documentation shall be provided to customer's designated personnel and copies shall be archived by SimplexGrinnell. NOTE: Certain additional services may be required by the respective Authorities Having Jurisdiction (or AHJ). NFPA: Local AHJs or internal organizational requirements may be more restrictive than state requirements. The building owner or manager should make them self aware of applicable codes and references in order to ensure that contracted services are in compliance with (and fulfill) all requirements. D2009 SimplexGnnnell l LP. All fights reserved. Page 5 of I I SPECIAL PROVISIONS Museum, Solution 1 TEST AND INSPECTION OVERVIEW: Under this Special Provisions, SimplexGrinnell trained technicians will perform inspections and diagnostic tests for all accessible peripheral devices listed and currently connected to the facility life safety system. Tests will be scheduled in advance at the convenience of customer's staff (see "List of Equipment" page for equipment to be tested). TESTING OF PERIPHERAL DEVICES FOR FIRE ALARM AND DETECTION SYSTEMS: Accessible peripheral devices shall be functionally tested in accordance with NFPA 72, chapter 10, and manufacturer's recommended procedures. DOCUMENTATION: All accessible components and devices shall be logged for: Exact location of each device tested, including system address or zone location Test results and applicable voltage readings Any discrepancies found shall be noted individually and on a separate summary page Inspection documentation shall be provided to customers designated personnel and copies shall be archived by SimplexGrinnell. NOTE: Certain additional services may be required by the respective Authorities Having Jurisdiction (or AHJ). NFPA: Local AHJs or internal organizational requirements may be more restrictive than state requirements. The building owner or manager should make them self aware of applicable codes and references in order to ensure that contracted services are in compliance with (and fulall) all requirements. 02M SimplenGnnnell LP. All nalns m m d. Pays 6 of I SPECIAL PROVISIONS Senior Center. Solution 1 TEST AND INSPECTION OVERVIEW: Under this Special Provisions, SimplexGrinnell trained technicians will perform inspections and diagnostic tests for all accessible peripheral devices listed and currently connected to the facility life safety system. Tests will be scheduled in advance at the convenience of customer's staff (see "List of Equipment" page for equipment to be tested). TESTING OF PERIPHERAL DEVICES FOR FIRE ALARM AND DETECTION SYSTEMS: Accessible peripheral devices shall be functionally tested in accordance with NFPA 72, chapter 10, and manufacturer's recommended procedures. DOCUMENTATION: All accessible components and devices shall be logged for: Exact location of each device tested, including system address or zone location Test results and applicable voltage readings Any discrepancies found shall be noted individually and on a separate summary page Inspection documentation shall be provided to customer's designated personnel and copies shall be archived by SimplexGrinnell. NOTE: Certain additional services may be required by the respective Authorities Having Jurisdiction (or AHJ). NFPA: Local AHJs or internal organizational requirements may be more restrictive than state requirements. The building owner or manager should make them self aware of applicable codes and references in order to ensure that contracted services are in compliance with (and fulfill) all requirements. 01009 SimplexGnn,rell LP. All nCaa reserved. N, 7 of I I SERVICE AGREEMENT This agreement is made by and between LaQuinta Civic Center ("Customer') and SimplexGrinnell LP ("Company") and is effective as of 07/0812009 to 07/07/2010, Customer agrees to purchase and Company agrees to provide the Services, as defined herein. and materials as set forth in this Agreement subject to the terms and conditions of this Agreement. SCOPE OF WORK Services will be provided at the following locations: City Hall Expansion, Library, Museum, Senior Center Service(s) and pricing: TOTAL ANNUAL PRICE (Plus Any Applicable Tax) Three Thousand Nine Hundred Nineteen Dollars and 20 Cents ($3,919.20). Payment Terms: Payment is due upon receipt of invoice. Payment for Services) shall be total contract CUSTOMER ACCEPTANCE In accepting this proposal, Customer agrees to the terms and conditions contained herein and any attachments or riders attached hereto that contain additional terms and conditions. It is understood that these terms and conditions shall prevail over any variation in terms and conditions on any purchase order or other document that the Customer may issue. Any changes in the system requested by the Customer after the execution of this Agreement shall be paid for by the Customer and such changes shall be authorized in writing. ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY, WARRANTY, INDEMNITY AND OTHER CONDITIONS CONTAINED IN THIS AGREEMENT. CUSTOMER LaQuinta Civic Center 78495 Calls Tampico LaQuinta, CA 92253 . By: Print Name: Tom Hartung Tide:Riiilriin�R Safe±TDirector Phone#:760-777-7019 Fax# : 760-777- 7011 Customeremail: thartun - a.Or9 PQ#: n d - Please1t i11VoiCe (CustomQr) 16U-171-7 Date: W Terms and Conditions 1, Term. The initial term of this Agreement shall commence on the Effective Date and continue for one (1) year (the "Initial Term"). At the conclusion of the Initial Term, this Agreement shall automatically extend for successive terms equal to the Initial Term unless either party gives written notice to the other party at least thirty (30) days prior to the end of the then -current term. 2. Payment. Payments shall be invoiced and due In accordance with the terms and conditions set forth above. Work performed on a time and material basis shall be at the then -prevailing Company fate for material, labor, and related items, in effect at the time supplied under this Agreement. 3. Pricing. The pricing set forth In this Agreement is based on the number of devices to be installed and services to be performed as set forth in the Scope of Work. If the actual number of devices installed or services to be performed is greater than that set forth in the Scope of Work, the price will be SIMPLEXGRINNELL LP 8480 Utica Avenue Rancho Cucamonga, CA 91730 By: Print Name: Amie Hoffman Title: PMA Sales Phone Number: Fax Number: E-Mail Address: amhoffman@simplexgrinnell.com License Number (if applicable): Date : Authorized Manager:'r-ram increased accordingly. Company may increase prices upon notice to the Customer or annually to reflect increases in material and labor costs. Customer agrees to pay all taxes, permits, and other charges, including but not limited to stale and local sales and excise taxes, installation or alarm permits, false alarm assessments, or any charges imposed by any government body, however designated, levied or based on the service charges pursuant to this Agreement. The Customers failure to make payment when due is a material breach of this Agreement. 4. Alarm Monitoring Services. Any reference to alarm monitoring services in this Agreement is included for pricing purposes only. Alarm monitoring services are performed pursuant to the terms and conditions of Company's standard alarm monitoring services agreement. 5. Code Compliance. Company does not undertake an obligation to inspect for compliance with laws or regulations unless specifically stated in the Scope of Work. Customer acknowledges that the Authority Having Jurisdiction (e.g. Fire Marshal) may establish additional requirements for compliance with local codes. Any additional services or equipment required will be provided at an additional cost to Customer. 6. Limitation Of Liability; Limitations Of Remedy. It is understood and agreed by the Customer that Company is not an insurer and that insurance coverage, if any, shall be obtained by the Customer and that amounts payable to company hereunder are based upon the value of the services and the scope of liability set forth in this Agreement and are unrelated to the value of the Customer's property and the property of others located on the premises. Customer agrees to look exclusively to the Customer's insurer to recover for injuries or 02009 Simple Grinnell LP. All rights musved. SG4269R6 (Rev. 01109) 43633COMI Page b of I I damage in the event of any loss or Injury and that Customer releases and waives all right of recovery against Company arising by way of subrogation. Company makes no guaranty or warranty, including any Implied warranty of merchantability or fitness for a particular purpose that equipment or services supplied by Company will detect or avert occurrences or the consequences therefrom that the equipment or service was designed to detect or avert. It is impractical and extremely difficult to fix the actual damages, if any, which may proximately result from failure on the part of Company to perform any of Its obligations under this Agreement. Accordingly, Customer agrees that, Company shall be exempt from liability for any loss, damage or injury arising directly or indirectly from occurrences, or the consequences therefrom, which the equipment or service was designed to detect or avert. Should Company be found liable for any loss, damage or injury arising from a failure of the equipment or service in any respect, Company's liability shall be limited to an amount equal to the Agreement price (as increased by the price for any additional work) or where the time and material payment term is selected, Customer's time and material payments to Company. Where this Agreement covers multiple sites, liability shall be limited to the amount of the payments allocable to the site where the incident occurred. Such sum shall be complete and exclusive. if Customer desires Company to assume greater liability, the parties shall amend this Agreement by attaching a rider setting forth the amount of additional liability and the additional amount payable by the Customer for the assumption by Company of such greater liability, provided however that such rider shall in no way be interpreted to hold Company as an insurer. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM ANY SERVICING, ALTERATIONS, MODIFICATIONS, CHANGES, OR MOVEMENTS OF THE COVERED SYSTEM(S) OR ANY OF ITS COMPONENT PARTS BY THE CUSTOMER OR ANY THIRD PARTY. COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM THE USE, LOSS OF THE USE, PERFORMANCE, OR FAILURE OF THE COVERED SYSTEM(S) TO PERFORM. The limitations of liability set forth in this Agreement shall Inure to the benefit of all parents, subsidiaries and affiliates of company, whether direct or indirect, company's employees, agents, officers and directors. 7. Reciprocal Waiver of Claims (SAFETY Act). Certain of SimplexGrinnell's systems and services have received Certification and/or Designation as Qualified Anti -Terrorism Technologies ("QATT') under the Support Anti -terrorism by Fostering Effective Technologies Act of 2002, 8 U.S.C. §§ 441-444 (the "SAFETY Act"). As required under 6 C.F.R. 25.5 (a), to the maximum extent permitted by law, SlmplaxGrinnell and Customer hereby agree to waive their right to make any claims against the other for any losses, including business Interruption losses, sustained by either Party or their respective employees, resulting from an activity resulting from an 'Act of Terrorism" as defined in 6 C.F.R. 25.2. when QATT have been deployed In defense SERVICE AGREEMENT (continued) against, response to, or recovery from such Act of Tenronsm. 8. General Provisions. Customer has selected the service level desired after considering and balancing various levels of protection afforded, and their related costs. Customer acknowledges and agrees that by this Agreement, Company, unless specifically slated, does not undertake any obligation to maintain or render Customers system or equipment as Year 2000 compliant, which shall mean, capable of correctly handling the processing of calendar dates before or after December 31, 1999.. All work to be performed by Company will be performed during normal working hours of normal working days (8:00 a.m. - 5:00 p.m., Monday through Friday, excluding Company holidays), as defined by Company, unless additional Company will perform the services described in the Scope of Work section ("Services') for one or more system(s) or equipment as described in the Scope of Work section or the listed attachments ('covered times are specifically described in this Agreement. All work performed unscheduled unless otherwise specified in this Agreement. Appointments scheduled for four-hour window. Additional charges may apply for special scheduling requests, e.g. working around equipment shutdowns, after hours work. System(s)'). UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, ANY INSPECTION (AND, IF SPECIFIED, TESTING) PROVIDED UNDER THIS AGREEMENT DOES NOT INCLUDE ANY MAINTENANCE, REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS, OR ANY FIELD ADJUSTMENTS WHATSOEVER, NOR DOES IT INCLUDE THE CORRECTION OF ANY DEFICIENCIES IDENTIFIED BY COMPANY TO CUSTOMER. COMPANY SHALL NOT BE RESPONSIBLE FOR EQUIPMENT FAILURE OCCURRING WHILE COMPANY IS IN THE PROCESS OF FOLLOWING ITS INSPECTION TECHNIQUES, WHERE THE FAILURE ALSO RESULTS FROM THE AGE OR OBSOLESCENCE OF THE ITEM OR DUE TO NORMAL WEAR AND TEAR. THIS AGREEMENT DOES NOT COVER SYSTEMS, EQUIPMENT, COMPONENTS OR PARTS THAT ARE BELOW GRADE, BEHIND WALLS OR OTHER OBSTRUCTIONS OR EXTERIOR TO THE BUILDING. ELECTRICAL WIRING, AND PIPING. 9. Customer Responsibilities. Customer shall promptly notify Company of any malfunction in the Covered System(s) which comes to Customer's attention. This Agreement assumes any existing system(s) are in operational and maintainable condition as of the Agreement dale. If, upon initial inspection. Company determines that repairs are recommended, repair charges will be submitted for approval by Customers on -site representative prior to work. Should such repair work be declined, Company shall be relieved from any and all liability arising therefrom. Customer further agrees to: Provide Company clear access to Covered System(s) to be serviced including, if applicable, lift trucks or other equipment needed to reach Inaccessible equipment; Supply suitable electrical service, heat, heat tracing adequate water supply, and required system schematics and/or drawings; Notify all required persons, including but not limited to authorities having jurisdiction, employees, and monitoring services, of scheduled testing and/or repair of systems; • Provide a safe work environment; In the event of an emergency or Covered System(s) failure, take reasonable precautions to protect against personal injury, death, and/or property damage and continue such measures until the Covered System(s) are operational; and Comply with all laws, codes, and regulations pertaining to the equipment and/or services provided under this Agreement. 10. Repair Services (If Selected by Customer). Where Customer expressly includes repair, replacement, and emergency response services in the Scope of Work section of this Agreement, such services apply only to the components or equipment of the Covered Systemic). Customer agrees to promptly request repair services in the event the System becomes Inoperable or otherwise requires repair. The Agreement price does not include repairs to the Covered System(s) recommended by Company during the initial inspection, for which Company will submit independent pricing to customer and as to which Company will not proceed until Customer authorizes such work and approves the pricing. Repair or replacement of non -maintainable parts of the Covered System(s) including, but not limited to, unit cabinets, insulating material, electrical wiring, structural supports, and all other non-moving pans, is not Included under this Agreement. 11. System Equipment. The purchase of equipment or peripheral devices, (including but not limited to smoke detectors, passive infrared detectors. card readers, sprinkler system components, extinguishers and hoses) from Company shall be subject to the terms and conditions of this Agreement. If, in Company's sole judgment, any peripheral device or other system equipment, which is attached to the Covered System(s), whether provided by Company or a third party, interferes with the proper operation of the Covered System(s), Customer shall remove or replace such device or equipment promptly upon notice from Company. Failure of Customer to remove or replace the device shall constitute a material breach of this Agreement. If Customer adds any third party device or equipment to the Covered System(s), Company shall not be responsible for any damage to or failure of the Covered System(s) caused in whole or in part by such device or equipment. 12. Reports. Where inspection and/or test services are selected, such inspection and/or test shall be completed on Company's then current Report form, which shall be given to Customer, and, where applicable, Company may submit a copy thereof to the local authority having jurisdiction. The Report and recommendations by Company are only advisory in nature and are intended to assist Customer in reducing the risk of loss to property by indicating obvious defects or impairments noted to the system and equipment inspected and/or tested. They are not Intended to imply that no other defects or hazards exist or that all aspects of the Covered System(s), equipment, and components are under control at the time of inspection. Final responsibility for the condition and operation of the Covered System(s) and equipment and components lies with Customer. 02M Simplex(Gdemll LP. All rights mmed. SG4269R6(Rev. 01/09) 4363300661 N,9of 11 SlmplexGdnneif essave. 13. Confined Space. If access to confined space by Company is required for the performance of Services, Services shall be scheduled and performed in accordance with Company's then -current hourly rate. 14. Hazardous Materials. Customer represents that, except to the extent that Company has been given written notice of the following hazards prior to the execution of this Agreement, to the best of Customers knowledge there is no: "Permit confined space," as defined by OSHA, Risk of infectious disease, Need for air monitoring, respiratory protection, or other medical risk, Asbestos, asbestos -containing material, formaldehyde or other potentially toxic or otherwise hazardous material contained in or on the surface of the floors, walls. ceilings, insulation or other structural components of the area of any building where Work is required to be performed under this Agreement. All of the above are hereinafter referred to as "Hazardous Conditions". Company shall have the right to rely on the representations listed above. If hazardous conditions are encountered by Company during the course of Company's work, the discovery of Such materials shall constitute an event beyond Company's control and Company shall have no obligation to further perform in the area where the hazardous conditions exist until the area has been made safe by Customer as certified in writing by an independent testing agency, and Customer shall pay disruption expenses and re -mobilization expenses as determined by Company. This Agreement does not provide for the cost of capture, containment or disposal of any hazardous waste materials, or hazardous materials, encountered in any of the Covered System(s) and/or during performance of the Services. Said materials shall at all times remain the responsibility and property of Customer. Company shall not be responsible for the testing, removal or disposal of such hazardous materials. 1S. Limited Warranty. COMPANY WARRANTS THAT ITS WORKMANSHIP AND MATERIAL FURNISHED UNDER THIS AGREEMENT WILL BE FREE FROM DEFECTS FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF FURNISHING. Where Company provides product or equipment of others, Company will warrant the product or equipment only to the extent warranted by such third party. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE WITH RESPECT T THE SERVICES PERFORMED OR TH PRODUCTS, SYSTEMS OR EQUIPMENT, IF ANY SUPPORTED HEREUNDER. COMPANY MAKE SERVICE AGREEMENT S esponsible for delays or failure to render services due to causes beyond its control, including but not united to material shortages, work stoppages, fires, civil disobedience or unrest, severe weather, fire or any other cause beyond the control of Company. 21. Termination. Company may terminate this Agreement immediately at its sole discretion upon he occurrence of any Event of Default as hereinafter defined. Company may also terminate his Agreement at its sole discretion upon notice to Customer if Company's performance of its obligations under this Agreement becomes mpracticable due to obsolescence of equipment at Customers premises or unavailability of parts. 22. No Option to Solicit. Customer shall not, directly or Indirectly, on its own behalf or on behalf of any other person, business, corporation or entity, solicit or employ any Company employee, or induce any Company employee to leave his or her employment with Company, for a period of two years after the termination of this Agreement. 23. Default. An Event of Default shall be 1) failure of the Customer to pay any amount within ten (10) days after the amount is due and payable, 2) abuse of the System or the Equipment, 3) dissolution, termination, discontinuance, insolvency or business failure of Customer. Upon the occurrence of an Event of Default, Company may pursue one or more of the following remedies, 1) discontinue furnishing Services, 2) by written notice to Customer declare the balance of unpaid amounts due and to become due under the this Agreement to be immediately due and payable, provided that all past due amounts shall bear interest at the rate of 1% % per month (18 % per year) or the highest amount permitted by law, 3) receive immediate possession of any equipment for which Customer has not paid. 4) proceed at law or equity to enforce performance by Customer or recover damages for breach of this Agreement, and 5) recover all costs and expenses, including without limitation reasonable attorneys' fees, in connection with enforcing or attempting to enforce this Agreement. 24. One -Year Limitation On Actions; Choice Of Law. It is agreed that no suit, or cause of action or other proceeding shall be brought against either party more than one (1) year after the accrual of the cause of action or one (1) year after the claim arises, whichever is shorter, whether known or unknown when the claim arises or whether based on tort, contract, or any other legal theory. The laws of Massachusetts shall govern the validity, enforceability, and interpretation of this Agreement. 25. Assignment. Customer may not assign this Agreement without Company's prior written consent. Company may assign this Agreement without obtaining Customers consent. 26. Entire Agreement. The parties intend this Agreement, together with any attachments or Riders (collectively the "Agreement") to be the final, complete and exclusive expression of their Agreement and the terms and conditions thereof. This Agreement supersedes all prior representations, understandings or agreements between the parties, written or oral. and shall constitute the sole terms and conditions of sale for all equipment and services. No waiver, change. or modification of any terms or conditions of this Agreement shall be binding on Company unless made In writing and signed by an Authorized Representative of Company. 27. Severability. If any provision of this Agreement C2009 SimplexGrinnell LP. All rights reserved. SG43691e6(R1.01109) 4363300661 Page100fll SERVICE AGREEMENT (continued) is held by any court or other competent authority to be void or unenforceable in whole or in part, this Agreement will continue to be valid as to the other provisions and the remainder of the affected provision. 28. Legal Fees. Company shall be entitled to recover from the Customer all reasonable legal fees incurred in connection with Company enforcing the terms and conditions of this Agreement. 29. License Information (Security System Customers): AL Alabama Electronic Security Board of Licensors 7956 Vaughn Road, PMB 392. Montgomery, Alabama 36116 (334) 264-9388: AR Regulated by: Arkansas Board of Private Investigators and Private Security Agencies, p1 Slate Police Plaza Drive, Little Rock 72209 (501)618-8600: CA Alarm company operators are licensed and regulated by the Bureau of Security and Investigative Services, Department of Consumer Affairs, Sacramento, CA, 95814, Upon completion of the installation of the alarm system, the alarm company shall thoroughly instruct the purchaser in the proper use of the alarm system. Failure by the licensee, without legal excuse, to substantially commence work within 20 days from the approximate date specified in the agreement when the work will begin is a violation of the Alarm Company Act: NY Licensed by the N.Y.S. Department of the State: TX Texas Commission on Private Security, 5805 N. Lamar Blvd., Austin, TX 78752-4422, 512-424-7710. License numbers available at www.simplexiinnnell.com or contact your local SimplexGrinnell office. 02009 SImplesGrinnell I.P. All righe reserved. SG42691t6(Rev.01109) 436330091 P., II of 11 M= Fire & Security SimplexGrinnell July 15, 2008 Tom Hartung La Quinta Civic Center 78495 Calle Tampico La Quinta, CA 92247 Dear Tom, SimplexGrinnell LP 10282 60 St. Rancho Cucamonga, Ca 91730 Sales 909--987-7546 Service 909-987-7464 Fax 909-989-6718 w stmplexgrinnellcom The Service Agreement for annual testing of your Fire Alarm system expires in July 2009. We have appreciated the opportunity of providing your needs during the past year. With your approval, we can ensure uniterrupted service for the upcoming year. To renew your SimplexGrinnell Agreeement, please complete the Purchase Authorization section below and return to the address above, attention Amie Hoffman. I thank you for the opportunity,of providing your SimplexGrinnell Service in the past, and look forward to serving you in the future. If you have any questions, please feel free to contact me on my cell phone at 714-493-5922. Sincerely, Amie Hoffman Service Sales Representative PURCHASE AUTHORIZATION New Agreement Period: August 2009 To: July 2010 Annual Cost - $2,977.00 PO# NSA (if required) Coverage Type: Fire Alarm Test and Inspection Authorized By (please sign)—t—'7' 02 2098 CITY �r LF tile: Fire & �os�pBp ail Security Safeguarding your occupants and property from fire LaQuinta Civic Center Tom Hartung Inspection Plus Proposal 613007 4imPlcxCirinncll LP. All dehl..,ry . P.,1 of8 67 TABLE OF CONTENTS Pricing Summary Special Provisions One Time Inspection Service Agreement Terms and Conditions PWIaf8 MW7 LP. All nghu racrvW. Simpiesr6rinoeii BE safe. Pricing Summary/Scope of Work LaQuinta Civic Center Location: LaQuinta Civic Center Fire Sprinkler Systems Rest and Inspectl Quantity Frequency 5-Year Certification Test (1) Riser & (1) FDC, California 2 Annual ( All equipment must be accessible at the time of inspection ) Total Investment : (Plus Any applicable Tax) $1,598.00 Pricing. The pricing set forth in this Agreement is based on the number of devices to be installed as set forth in the Scope of Work. If the actual number of devices installed is different than the number set forth in the Scope of Work, the price will be adjusted accordingly. MOM Sircg I.Cki.11 LP. All right n:crvW. Pogo l org SPECIAL PROVISIONS LaQuinta Civic Center, Solution 1 TEST AND INSPECTION OVERVIEW: Under this Special Provisions, SimplexEirmoell trained technicians will perform inspections and diagnostic tests for all accessible peripheral devices listed and currently connected to the facility life safety system. Tests will be scheduled in advance at the convenience of customer's staff (see "List of Equipment' page for equipment to be tested). DOCUMENTATION: All accessible components and devices shall be logged for: Exact location of each device tested, including system address or zone location Test results and applicable voltage readings Any discrepancies found shall be noted individually and on a separate summary page inspection documentation shall be provided to customer's designated personnel and copies shall be archived by Simpl"Grinnell. NOTE: Certain additional services may be required by the respective Authorities Having Jurisdiction (or AHJ). NFPA: Local AHJs or internal organisational requirements may be more restrictive than state requirements. The building owner or manager should make them self aware of applicable codes and references In order to ensure that contracted services are in compliance with (and fulfill) all requirements. caW Simla ninndl LP. All dgha mu . Pegcaofa 04/28/2008 13:45 76O7T. -'I-`.-, T1", Mr. n -/cq SERVICE AGREEMENT 'file agmolnam r.. made Mond bensean LaoWA6 CIVk canhe 1"CvamrrRm^r and 91mplsxOrrmN1 LP (Ykmparry'). Cusmmt rgNes to pumra ce and Company Agree, A,prcdds Iho Smvlces, m canned hmain, me MAWGR sS WBI form In the AgmamWnl WUb)od m fan forma endcundMone ofmi3Agma L Wom OFagORR Sweeps wit he pmvbed of fed blanvyg IowWrm: LaQuil a CNmc oort, aonko(t) and pricing: TOTAL PRICE iPx a Any Appnable TasJ 0719 'boasnnd Five Rundred Ninety -WRIlit Dollars and a Ccnb (91.,598.00). Payment Terence Psymem Is duo Upon recall" of invoice. ..,ONE? TIMS IN$P[CTIDN.,, CUSTOMRRACCP1 ANC& In aeeoptbg tea pSpoWof. Cul "or against loft }alms and eendllmm Wnlalned homIn and any atiechemm a or Towns reached hem a that mmam 0ddlmnal leans and Condllla na, Rle unaarstobd that horse lemma one cimphom shell phony over airy vpdallan M Ierms and mntlaleat en wry purchase more or other dacvmmrl mat toe C W"r maytaa4A AnyarNnges In IMaysfem reouasrod by Rio Customer aRer the e,tmraw of the Agmament shall be paid for bytne CWmmm and such ctmntle siren be mnangd in IMhng, ATTENTION 19 D AMMD IU THE L MTAMN OF LIARIM, VORRANiy, INDMWff r AND Q" ER CONOrMNS CONTAINpD ref THIS AORERAEKT. CLISTo676R LaQUInts MAC Center Lofluinta, CA ra, fP^ Director (Cusmrnerjx. Date: 4-2g-ub Central Tani}& and CCMnrom SIMPLMRINNELL LP CA By. U Prhtt Name: Arnie H an Phone Number Fax Number: E-Matt ADdresot SmhoRman®ty'edint.c Im License Num da ph li Dale: / Authorized Manager: t. Aay n-: rY. Vices "m rot Gc a am±ant Z. Pddng. The prong sai form in INA Agnomen a 4. Code Compliance. Company does not malore)basis 911311 be at the lM1dn-prpvBllmng chord an The number of ovial a be iMtaxpd and Underlain an obilglhdn to impact for edmpllamos Company raw 1n molertn, labor, and armed am, sdr tom m ba performed as sM form In the Scope wph lawn ar regWtrorla unless spaomcnq atetaq In maw,talaro Emu suppaM umlar ads AdmepmanL AweR6RfhoockoTmmbarotdevknftMT w the Scope W Walk. Onmmor epknowrtlpoo that FUrher, In the event that MU Agrtamenl IW eervtws 10 be performed it Procter than }hat will RR AumNiry Haatng J"kllM (ol, PIN format asaCmpd an a'pnce ITN to eanead' bash. do pace fcrlb In tea scope of Work, Tfie odes, will der may astablNh additional reeuimmants for to CWlomar shall be leaser of: 1) Me bmN pow incroased accordingly. Company may increase compliance with Ipeel codes. Any additional ovotdd, or 2) Me atTJel Lumulpi billing CAAVO en pnadS upon net M M Ina CUa CArar er ann,ai;y rp MrOC&A or ill by pesldgd at the aforementioned prevatling raw. Unless reflect Increases In material and labor "All. an addhionn Coat in Customer, mtnmvi90 lighted In vatting hataos , me periles, CUatamer agrees to pry all tams, permits, and d_ Lini let OI Liability: Limitations Of Cuatomnr Shall pay Company Mmm merry igp)lays ,BWef Cdalge& IfrelUding but not posted to Morel. Ramoay. it is andaraloW Slid agraW by the of the dale of INS Agmeenvat CushmldrapNaa to abdeAny local "top and rick" Mama, Insistent" Cession, NM Company N net an Incase and Pay all tons, permits, and othorchorgas, Muds lg aramml Perna, Noe elorm assesRnamN a cry that It"amrtce coverage, If a", shall be DUI not settled tD Wish? ens Ideal 40" ant axe" 09fgat iMPOSOd by arty goy?mment body, oanSlned by 9N Cost? antl tbdL aNwnut apae9. howeverdWlprralad, IeNad &breed dome haaxver cosgrRled,levlee d'basa0 onlhaservke payable to canister beraender am based open eerTiw CM1Arge3 aumuant to this Agreement. ,tmrpaa pemuam to ma Agrani r the value of the ""ices and the seapv of Company &mall move the Rghl, Al COmacny'9 Selo a, Alarm Nddllaring Somleft. Any mforsnee w lNbilly set forth In thw Agmomlont and ere Wscmllon, to nine ptHmminb any aerAclo If alum manitodng servieae le this Adroement Is anroloted to Ins Woe of the Ouslamer's CWtonnrr[Ails is make any payment weep eon, kmckgodloroddrg purposes only. Alarm mantarnU property and led pramny of others locaiod on UMII hoc attVOM IS O MM The "AID 1819 emgre aervka9 am paxRrmed purxypM to are terms pod timpani m MR* Payment anvdueIsamat&fetbmvthal mgdigNtvefCOMPIRy'pahmdnd1119rmMOftOn9 MR: AdmonnoM aorvtoea agms vent liner Gmtletarmmdl r9, An feMr mmWl, 9anatR Mrs .ehpTl 4,.W=5p TMrsel tl�CO'r& �s)arpNaBdeefl SERVICE AGREEMENT (continued) Customer agrees to look exclusively to the defined by Company, unless additional times are described in this Agreement. All work . Comply with all laws, codes, and regulations pertaining to the equipment and/or services Customer's Insurer to recover for Injuries or damage in the event of any loss or injury and specifically performed unscheduled unless otherwise specified in this Agreement. Appointments scheduled for provided under this agreement. 8. Repair Services (if Selected by Customer). that Customer releases and waives all right of against Company arising by way of four-hour windmv. Additional charges may apply for Where Customer expressly includes repair, recovery subrogetlon. Company makes no guaranty or special scheduling requests, e.g. working around replacement, and emergency response services in the Scope of Work, such services apply only to the Warranty, Including any implied warranty of merchantability or fitness for a particular equipment shutdowns, after hours work. Company will perform the services described in the components or equipment of the Covered purpose that equipment or services supplied by the Scope at Work section ('Services') for one or more system(s) or equipment as described in the Scope System(s). Customer agrees to promptly request repair services in the event the System becomes Company will detect or avert occurrences or consequences therefrom that the equipment or of Work section or the listed attachments ("Covered inoperable or otherwise requires repair. The Agreement price does not Include repairs to the service was designed to detest or avert. it is Impractical and extremely difficult to far the System(s)'). The Customer shall promptly notify Company of any Covered System(s) recommended by Company actual damages, If any, which may proximately malfunction in the Covered System(s) which comes during the initial inspection, for which Company may independent pricing to customer and as to result from failure an the part of Company to perform any of Its obligations under this to Customer's attention. This Agreement assumes the Covered System(s) are in operational and submit which Company will not proceed until Customer Agreement. Accordingly, Customer agrees that, Company shall be exempt from liability for any maintainable condition as of the Agreement date. It, upon initial inspection, Company determines that authorizes such work and approves the pricing. Repair or replacement of non -maintainable Parts of loss, damage or Injury arising directly or Indirectly from occurrences, or the repairs are recommended, repair charges will be submitted for approval prior to any work. Should the Covered System(s) including, but not limited to, unit cabinets, insulating material, electrical wiring, consequences therefrom, which the equipment such repair work be declined Company shall be from any and all liability arising therefrom. structural supports, and all other non-moving parts, is not included under this Agreement or service was designed to detect or avert. Should Company be found liable for any loss, relieved UNLESS OTHERWISE SPECIFIED IN THIS 9. System Equipment. The purchase of equipment damage or Injury arising from a failure of the .AGREEMENT, ANY INSPECTION (AND, IF SPECIFIED, TESTING) PROVIDED UNDER THIS or peripheral devices, (including but not limited to smoke detectors, passive infrared detecors, card equipment or service in any respect, Company's liability shall be limited to an amount equal to AGREEMENT DOES NOT INCLUDE ANY readers, sprinkler system components, and hoses) from Company shall be the Agreement price (as increased by the price for any additional work) or where the time and MAINTENANCE, REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS, OR ANY FIELD extinguishers subject to the terms and conditions of this material payment term Is selected, Customer's ADJUSTMENTS WHATSOEVER, NOR DOES IT INCLUDE THE CORRECTION OF ANY Agreement. If, in Company's sole judgment, any peripheral device or other system equipment which Ume and material payments to Company. Where this Agreement covers multiple sites, liability DEFICIENCIES IDENTIFIED BY COMPANY TO BE is attached to the Covered System(s), whether by Company or a third party, interferes shall be limited to the amount of the payments allocable to the site where the Incident CUSTOMER. COMPANY SHALL NOT RESPONSIBLE FOR EQUIPMENT FAILURE provided with the proper operation of the Covered System(s), occurred. Such sum shall be complete and OCCURRING WHILE COMPANY IS IN THE OF FOLLOWING ITS INSPECTION Customer shall remove or replace such device or equipment promptly upon notice from Company. exclusive. If Customer desires Company to assume greater liability, the parties shall amend PROCESS TECHNIQUES, WHERE THE FAILURE ALSO Failure of Customer to remove a replace the device this Agreement by attaching a rider setting forth the amount of additional liability and the RESULTS FROM THE AGE OR OBSOLESCENCE OF THE ITEM OR DUE TO NORMAL WEAR AND shall constitute a material breach of this Agreement If Customer adds any third party device or addltlanal amount payable by the Customer for TEAR. THIS AGREEMENT DOES NOT COVER SYSTEMS, EQUIPMENT, COMPONENTS OR equipment to the Covered System(s), Company shall not be responsible for any damage to or failure the assumption by Company of such greater liability, provided however that such rider shall PARTS THAT ARE BELOW GRADE, BEHIND of the Covered System(s) caused in whole or in part In no way be Interpreted to hold Company as an Insurer. IN NO EVENT SHALL COMPANY BE WALLS OR OTHER OBSTRUCTIONS OR EXTERIOR TO THE BUILDING, ELECTRICAL by such device or equipment. 10. Reports. Where inspection and/or last services LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM ANY WIRING, AND PIPING. 7.Customer Responsibilities. Customer shall are selected, such inspection and/or test shall be completed on Company's then current Report form, SERVICING, ALTERATIONS, MODIFICATIONS, COVERED promptly notify Company of any malfunction in the Covered System(s) which comes to Customer's which shall be given to Customer, and, where applicable, Company may submit a copy thereof to CHANGES, OR MOVEMENTS OF THE SYSTEM(S) OR ANY OF ITS COMPONENT attention. This Agreement assumes any existing the local authority having jurisdiction. The Report PARTS BY THE CUSTOMER OR ANY THIRD system(s) are in operational and maintainable of the Agreement date. If, upon initial and recommendations by Company are only advisory in nature and are intended to assist PARTY. COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL condition as inspection, Company determines that repairs are Customer in reducing the risk of loss to property by DAMAGES OF ANY KIND, INCLUDING BUT NOT recommended, repair charges will be submitted for indicating obvious defects or impairments noted to the system and equipment inspected and/or tested. LIMITED TO DAMAGES ARISING FROM THE USE, LOSS OF THE USE, PERFORMANCE, OR approval by Customer's on -site representative prior to work. Should such repair work be declined, They are not intended to imply that no other defects FAILURE OF THE COVERED SYSTEM(S) TO Company shall be relieved from any and all liability or hazards exist or that all aspects of the Covered System(s), equipment, and components are PERFORM. The limitations of liability set forth in this Agreement shall inure to the benefit of all arising therefrom. Customer further agrees to: operational at the time of inspection. Final parents, subsidiaries and affiliates of Company, whether direct or Indirect, Company's - Provide Company clear access to Covered System(s) to be serviced including, if applicable, lift responsibility for the condition and operation of the Covered System(s), equipment and components employees, agents, officers and dtrectors. trucks or other equipment needed to reach lies with Customer. 11. Confined Space. If access to confined space & General Provisions. Customer has selected the service level desired after considering and inaccessible equipment - Supply suitable electrical service, heat, heat by Company is required for the performance of balmxing various levels of protection afforded, and tracing adequate water supply, and required system Services, Services shall be scheduled and in accordance with Company's their related costs. Customer acknowledges and agrees that by this Agreement, Company, unless schematics and/or drawings; - Notify all required persons, including but not performed then -current hourly rate. specifically stated, does not undertake any obligation to maintain or render Customer's system limited to authorities having jurisdiction, employees, and monitoring services, of scheduled testing 12. Hazardous Materials. Customer represents that, except to the extent that Company has been to or equipment as Year 2000 compliant, which shall and/or repair of systems; given written notice of the following hazards prior the execution of this Agreement, to the best of mean, capable of correctly handling the processing dates before or agar December 31, Provide a safe work environment; - In the event of an emergency or Covered Customer's knowledge there is no: of calendar 19N. All work to be performed by Company will be System(s) failure, take reasonable precautions to 'Permit coMned space; as defined by OSHA, performed during normal working hours of normal working days(8:00 a.m.- 5:00 p.m., Monday protect against personal injury, death, andlor property damage and continue such measures until Risk of infectious disease, Need for air monitoring, respiratory protection, or through Friday, excluding Company holidays), as the Covered Systems) are operational; and other medical risk vs�6 ease C20073i„p,l��mdl LP. Al1,igM1rr 'rvd. S,,269Fbl .01M7) 4361VXQ 11 Fre8 typo smrM rwMMsme4a Asbestos, asbestos -containing material, formaldehyde or other potentially toxic or otherwise hazardous material contained in or on the surface of the floors, walls, ceilings, insulation or other structural components of the area of any building where work is required to be performed under this AgromeaL All of the above are hereinafter referred to as 'Hazardous Conditions'. Company shall have the right to rely on the representations listed above. If hazardous conddbn, are encountered by Company during the course of Company's work, the discovery of such materials shall constitute an event beyond Company's control and Company shall have no obligation to further perform in the area where the hazardous conditions exist until the area has been made safe by Customer as certified in writing by an independent testing agency, and Customer shall pay disruption expenses and re -mobilization expenses as determined by Company. This Agreement does not provide for the cost of capture, containment or disposal of any hazardous waste materials, or hazardous materials, encountered in any of the Covered System(s) and/or during performance of the Services. Said materials shall at all times remain the responsibility and property of Customer. Company shall not be responsible for the testing, removal or disposal of such hazardous mamrials. 13. Limited Warranty. COMPANY WARRANTS THAT ITS WORKMANSHIP AND MATERIAL FURNISHED UNDER THIS AGREEMENT WILL BE FREE FROM DEFECTS FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF FURNISHING. Where Company provides product or equipment of others, Company will warrant the product or equipment only to the extent warranted by such third party. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS OR EQUIPMENT, IF ANY, SUPPORTED HEREUNDER. COMPANY MAKES NO WARRANTY OR REPRESENTATION, AND UNDERTAKES NO OBLIGATION TO ENSURE BY THE SERVICES PERFORMED UNDER THIS AGREEMENT, THAT COMPANY'S PRODUCTS OR THE SYSTEMS OR EOUIPMENT OF THE CUSTOMER WILL CORRECTLY HANDLE THE PROCESSING OF CALENDAR DATES BEFORE OR AFTER DECEMBER 31, 1999. 14. Indemnity. Customer agrees to indemnify, hold harmless and defend Company against any and all losses, damages, costs, including expert fees and costs, and expenses including reasonable defense costs, arising tram any and all third party claims for personal injury, death, property damage or economic loss, including specifically any damages resulting from the exposure of workers to Hazardous Conditions whether or not Customer pre -notifies Company of the existence of said hazardous conditions, arising in any way tram any act or omission of Customer or Company relating in anyway to this Agreement, including but not limited to the Services under this Agreement, weather such claims are based upon contract, warranty, tort (including but not limited to active or passive negligence), strict liability or otherwise. Company reserves the right to select outside counsel to represent it in any such action. SERVICE AGREEMENT (continued) 15. Insurance. Customer shall name Company, its officers, employees, agents, subcontractors, suppliers, and representatives as additional Insureds on Customer's general liability and auto liability policies. 18. Availability and Cost of Steel, Plastics & Other Commodities. Company shall not be responsible for failure to provide services, deliver products, or otherwise perform work required by this Agreement due to lack of available steel products or products made from plastics or other commodities. (i) In the event Company is unable, after reasonable commercial efforts, to acquire and provide steel products, or products made from plastics or other commodities, it required to perform work required by this Agreement, Customer hereby agrees that Company may terminate the Agreement, or the relevant portion of the Agreement, at no additional cost and without penalty. Customer agrees to pay Company in full for all work performed up to the time of any such termination. (ii) If Company is able to obtain the steel products or products made from plastics or other commodities, but the price of any of the products has risen by more than 10% from the date of the bid, proposal or date Company executed this Agreement, whichever occurred first, then Company may pass through that increase through a reasonable price increase to reflect increased cost of materials. 17. Exclusions. This Agreement expressly excludes, without limitation, testing inspection and repair of duct detectors, beam detectors, and UV/IR equipment; provision of fire watches; clearing of ice blockage; draining of improperly pitched piping; batteries; recharging of chemical suppression systems; reloading of, upgrading, and maintaining computer software; making repairs or replacements necessitated by reason of negligence or misuse of components or equipment or changes to Customer's premises, vandalism, corrosion (including but not limited to micro -bacterially induced corrosion ('MIC')), power failure, current fluctuation, failure due to non -Company installation, lightning, electrical storm, or other severe weather, water, accident, fire, acts of God or any other muse external to the Covered System(s). This Agreement does not cover and specifically excludes system upgrades and the replacement of obsolete systems, equipment, components or parts. All such services may be provided by Company at Company's sole discretion at an additional charge. If Emergency Services are expressly included In the scope of work section, the Agreement prim does not include travel expenses. 18. Force Majeure. Company shall not be responsible for delays or failure to render services due to mums beyond its control, including but not limited to material shortages, work stoppages, fires, civil disobedience or unrest, severe weather, fire or any other muse beyond the control of Company. 19. Termination. Company may terminate this Agreement immediately at IN sale discretion upon the occurrence of any Event of Default as hereinafter defined. Company may also terminate this Agreement at its sale discretion upon notice to Customer if Company's performance of its obligations under this Agreement becomes Impracticable due to obsolescence of equipment at Custome/s premises or unavailability of parts. 20. DefaulL An Event of Default shall be 1) failure of the Customer to pay any amount within ten (10) days after the amount Is due and payable, 2) abuse of the System or the Equipment, 3) dissolution, termination, discontinuance, insolvency or business failure of Customer. Upon the occumenm of an Event of Default, Company may pursue one or more of the following remedies, 1) discontinue furnishing Services, 2) by written notice to Customer declare the balance of unpaid amounts due and to became due under the this Agreement to be immediately due and payable, provided that all past due amounts shall bear interest at the rate of 1 %% per month (18% per year) or the highest amount permitted by law, 3) receive immediate possession of any equipment for which Customer has not paid 4) proceed at law or equity to enforce performance by Customer or recover damages for breach of this Agreement, and 6) recover all costs and expenses, including without limitation reasonable attorneys' fees, in connection with enforcing or aftempting to enforce this Agreement. 21. No Option to Solicit. Customer shall not, directly or indirectly, on its own behalf or on behalf of any other person, business, corporation or entity, Solicit or employ any Company employee, or induce any Company employee to leave his or her employment with Company, for a period of two years after me termination of this Agreement. 22. One -Year Limitation On Actions; Choice Of Law. It is agreed that no suit, or muse of action or other proceeding shall be brought against either party more than one (1) year after the accmal of the cause of action or one (1) year after the claim arises, whichever is shorter, whether known or unknown when the claim arises or whether based on tort, contract, or any other legal theory. The laws of Massachusetts shall govern the validity, enforceability, and interpretation of this Agreement. 23. Assignment. Customer may not assign this Agreement without Company's prior written consent. Company may assign this Agreement to an affiliate without obtaining Customer's consent. 24. Entire Agreement. The parties intend this Agreement, together with any attachments or Riders (collectively the'Agreement) to be the final, complete and exclusive expression of their Agreement and the terms and conditions thereof. This Agreement supersedes all prior representations, understandings or agreements between the parties, written or oral, and shall constitute the sole terms and conditions of sale for all equipment and services. No waiver, change, or modification of any farms or conditions of this Agreement shall be binding on Company unless made in writing and signed by an Authorized Representative of Company. 25. Saverabllity. If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, this Agreement will continue to be valid as to the other provisions and the remainder of the affected provision. 26. Legal Fees. Company shall be entitled to recover from the Customer all reasonable legal fees incurred in connection with Company enforcing the terms and conditions of this Agreement. 27. License Information (Security System Customers): AL Alabama Electronic Security Board of Licensure 7956 Vaughn Road, Pmb 392, Montgomery, Alabama 36116 (334) 264-9388: AR Regulated by: Arkansas Board of Private Investigators And Private Security Agencies, #1 State Police Plaza Drive, Little Rack 72209 (501)618-8600: CA Alarm company operators are licensed and regulated by the Bureau of Security and Investigative Services, Department of Consumer Affairs, Sacramento, Ca, 95814. Upon completion of the installation of the alarm system, the alarm company shall thoroughly instruct the purchaser in the proper use of the alarm system. C2007 Siu l¢Orinren I.P. All nghw racrvd. SCA2 M(Rcv.01W) 063300V50 Pegc 7 ofx tyCO/ /N*U6WWq SERVICE AGREEMENT (continued) Failure by the licensee, without legal excuse, to when the work will begin is a violation of the Alarm Private Security, 5805 N. Lamar Blvd., Austin, substah0ally commence work within 20 days from Company Act: NV Licensed by the N.V.S. 78752-4422, 512-424-7710. the approximate data specified in the agreement Department of the State: TX Taxes Commission on L 02M Snr,Ie Cntfidl LP. All rights r VW, SCA269M(R .01W) 4303=50 Pegc g ofx y>, Fire Life Safety Testing Custom Prepared For City Of La Quinta SimplemGri»ae/i BE SAFE Service Solution Customer: City Of La Quinta SimplexGrinnell Date: 24-MAY-11 Sales Representative: Proposal #:98293 AMIE HOFFMAN Term:01-AUG-11 to 31-JUL-12 10282 6TH ST RANCHO CUCAMONGA, CA 91730-0000 amhoffman@simplexgrinnell.com Billing Customer: Service Location: City Of La Quinta City Of La Quinta 78-495 Calle Tampico 78-495 Calle Tampico P.O. Box 1504 P.O. Box 1504 LA QUINTA, CA 92253-0000 LA QUINTA, CA 92253-0000 INVESTMENT SUMMARY Service/Product Description Quantit Freauency Investment Recurring Annual Investment Fire Alarm Test & Inspect $4,848.00 SIMPLEX 4100/4020 FIRE ALARM SYSTEM Main Fire Alarm Panel 4 Annual Annunciator 1 Annual Smoke Detector Conventional 92 Annual Heat Detector Restorable 1 Annual Duct Detector Conventional 31 Annual Beam Detector Conventional 2 Annual Pull Station 40 Annual Audio -Visual Notification Conventional 50 Annual Waterflow Electronic Test 3 Annual Tamper Switch (electronic test only) 3 Annual Total Recurring Annual Investment: $4,848.00 Excludes applicable Sales Tax Service Solution Valid for 45 Days SG0001 US.ENG (Rev. 12/2010) Page 1 of 8 © 2010 SimplexGrinnell LP. All rights reserved SimplemGrinneII SE SAFE. SUMMARY OF SERVICES Fire Alarm Test & Inspect TEST AND INSPECTION: SimplexGrinnell trained technicians will perform inspections and diagnostic tests for the accessible peripheral devices listed and currently connected to the facility fire alarm system. Tests will be scheduled in advance. (See "List of Equipment" page for equipment to be tested) DOCUMENTATION: Accessible components and devices logged for: - Location of each device tested, including system address or zone location - Test results and applicable voltage readings - any discrepancies found noted (individually and on a separate summary page) Inspection documentation provided to Customer's representative. NOTE: Certain additional services may be required by the Authority Having Jurisdiction (AHJ). AHJ or internal organizational requirements may be more restrictive than state/provincial requirements. Building owners and managers should make themselves aware of applicable codes and references in order to ensure that contracted services are in compliance with these requirements. SG0001 US.ENG (Rev. 12/2010) Page 2 of 8 © 2010 SimplexGrinnell LP. All rights reserved S1mpleXGr%nnlelI BE SAFE SPECIAL PROVISIONS: This contract includes fire alarm testing at the Civic Center, the Library, the Museum, and the Senior Center. For the Civic Center, service call panel labor and panel parts are included. SG0001 US.ENG (Rev. 12/2010) Page 3 of 8 © 2010 SimplexGrinnell LP. All rights reserved SiMPIOMISF'INnelI BE SAFE - Service Solution This Service Solution (the "Agreement") sets forth the Terms and Conditions for the provision of equipment and - services to be provided by SimplexGrinnell tP ("Company") to City Of La 4ulnta and Is effective 01-AUG-11 to 31JUL-12 (the "Initial Term"). PAYMENT TERM: Annual In Advance PAYMENTAMOUNT: $4,848.00 - Proposal#:98293 CUSTOMER ACCEPTANCE: In accepting this Agreement, Customer agrees to the Terms and Conditions on the following pages and any attachments or riders attached hereto that contain additional terms and conditions. It is understood that these terms and conditions shall prevail over any variation in terms and conditions on any purchase order or other document that the Customer may issue. Any changes in the system requested by the Customer after the execution of Agreement shall be paid for by the Customer and such changes shall be authorized in writing. ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY, WARRANTY, INDEMNITY AND OTHER CONDITIONS CONTAINED IN THIS AGREEMENT. Customer: Signature: Print Name: Tom Hartung Title: Building & Safety Director Phone#: (760) 777-7013 Fax#: (760) 777-7011 Email: . thartung@la- uinta.or, Simplex to ill end of PO#: July 7011 Date: June 14, 2011 SimplexGrinnell: AMIE HOFFMAN Phone#: 7�/ -7�2- 11G//C�g-,5-77 lr�j Fax#: V f - q 0q—(1aQ License #: (g Appncabte) Authorized Signature: Print Name: p Tide: r Date: SG0001 US.ENG (Rev. 1212010) Page 4 of 8 0 2010 SimplexGrinnell LP. All rights reserved Simp/eXGrinne®B BE SAFE Service Solution This Service Solution (the "Agreement") sets forth the Terms and Conditions for the provision of equipment and services to be provided by SimplexGrinnell LP ("Company") to City Of La Quinta and is effective 01-AUG-11 to 31-JUL-12 (the "Initial Term"). PAYMENT TERM: Annual In Advance PAYMENT AMOUNT: $4,848.00 - Proposal #:98293 CUSTOMER ACCEPTANCE: In accepting this Agreement, Customer agrees to the Terms and Conditions on the following pages and any attachments or riders attached hereto that contain additional terms and conditions. It is understood that these terms and conditions shall prevail over any variation in terms and conditions on any purchase order or other document that the Customer may issue. Any changes in the system requested by the Customer after the execution of Agreement shall be paid for by the Customer and such changes shall be authorized in writing. ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY, WARRANTY, INDEMNITY AND OTHER CONDITIONS CONTAINED IN THIS AGREEMENT. Customer: Signature: Print Name: Tom Hartung Title: Building & Safety Director Phone#: (760) 777-7013 Fax#: (760) 777-7011 Email: thartung@la-quinta.org Simplex to bill end of PO#: July 2011 SimplexGrinnell: Gam,, ,,(1 r ,?,. p , . 1 AMIE HOFFMAN Phone #: Fax M License #: (If Applicable) Authorized Signature: Print Name: Title: Date: June 14, 2011 Date: SG0001 US.ENG (Rev. 12/2010) Page 4 of 8 © 2010 SimplexGrinnell LP. All rights reserved TERMS AND CONDITIONS 1. Term. The Initial Term of this Agreement shall commence on the date of this Agreement and continue for the period indicated in this Agreement. At the conclusion of the Initial Term, this Agreement shall automatically extend for successive terms equal to the Initial Term, each and together a "Term" of this Agreement, unless either party gives written notice to the other party at least thirty (30) days prior to the end of the then -current term. 2. Payment. Payments shall be invoiced and due in accordance with the terms and conditions set forth in this Agreement. Work performed on a time and material basis shall be at the then -prevailing Company rate for material, labor, and related items, in effect at the time supplied under this Agreement. 3. Pricing. The pricing set forth in this Agreement is based on the number of devices and services to be performed as set forth in this Agreement. If the actual number of devices installed or services to be performed is greater than that set forth in this Agreement, the price will be increased accordingly. Company may increase prices upon notice to the Customer or annually to reflect increases in material and labor costs. Customer agrees to pay all taxes, permits, and other charges, including but not limited to state and local sales and excise taxes, installation or alarm permits, false alarm assessments, or any charges imposed by any government body, however designated, levied or based on the service charges pursuant to this Agreement. The Customer's failure to make payment when due is a material breach of this Agreement. 4. Code Compliance. Company does not undertake an obligation to inspect for compliance with laws or regulations unless specifically stated in this Agreement. Customer acknowledges that the Authority Having Jurisdiction (e.g. Fire Marshal) may establish additional requirements for compliance with local codes. Any additional services or equipment required will be provided at an additional cost to Customer. 5. Limitation of Liability; Limitations of Remedy. Customer understands that Company offers several levels of protection services and that the level described has been chosen by Customer after considering and balancing various levels of protection afforded and their related costs. It is understood and agreed by the Customer that Company is not an Insurer and that Insurance coverage, H any, shall be obtained by the Customer and that amounts payable to Company hereunder are based upon the value of the services and the scope of liability set forth in this Agreement and are unrelated to the value of the Customer's property and the property of others located on the premises. Customer agrees to look exclusively to the Customers Insurer to recover for Injuries or damage In the event of any loss or Injury and that Customer releases and waives all right of recovery against Company arising by way of subrogation. Company makes no guaranty or Warranty, Including any implied warranty of merchantability or fitness for a particular purpose that equipment or services supplied by Company will detect or avert occurrences or the consequences therefrom that the equipment or service was designed to detect or avert. It is impractical and extremely difficult to fix the actual damages, If any, which may proximately result from failure on the part of Company to perform any of Its obligations under this Agreement. Accordingly, Customer agrees that, Company shall be exempt from liability for any loss, damage or Injury arising directly or Indirectly from occurrences, or the consequences therefrom, which the equipment or service was designed to detect or avert. Should Company be found liable for any loss, damage or injury arising from a failure of the equipment or service in any respect, Company's liability for Services performed on site at Customer's premises shall be limited to an amount equal to the Agreement price (as increased by the price for any additional work) or, where the time and material payment tens is selected, Customers time and material payments to Company. Where this Agreement covers multiple sites, liability shall be limited to the amount of the payments allocable to the site where the Incident occurred. Company's liability with respect to Monitoring Services is set forth In Section 17 of this Agreement. Such sum shall be complete and exclusive. If Customer desires Company to assume greater Ilabiliry, the parties shall amend this Agreement by attaching a rider setting forth the amount of additional liability and the additional amount payable by the Customer for the assumption by Company of such greater liability, provided however that such rider shall in no way be Interpreted to hold Company as an Insurer. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM ANY SERVICING, ALTERATIONS, MODIFICATIONS, CHANGES, OR MOVEMENTS OF THE COVERED SYSTEM(S), AS HEREINAFTER DEFINED, OR ANY OF ITS COMPONENT PARTS BY THE CUSTOMER OR ANY THIRD PARTY. COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM THE USE, LOSS OF THE USE, PERFORMANCE, OR FAILURE OF THE COVERED SYSTEMS) TO PERFORM. The limitations of liability set forth in this Agreement shall Inure to the benefit of all parents, subsidiaries and affiliates of Company, whether direct or Indirect, Company's employees, agents, officers and directors. 6. Reciprocal Waiver of Claims (SAFETY Act). Certain of Company's systems and services have received Codification and/or Designation as Qualified Anti -Terrorism Technologies ("OATT") under the Support Anti -terrorism by Fostering Effective Technologies Act of 2002, 6 U.S.C. §§ 441A44 (the "SAFETY Act"). As required under 6 C.F.R. 25.5 (a), to the maximum extent permitted by law, Company and Customer hereby agree to waive their right to make any claims against the other for any losses, including business interruption losses, sustained by either party or their respective employees, resulting from an activity resulting from an "Act of Terrorsm" as defined in 6 C.F.R. 25.2, when GATT have been deployed in defense against, response to, or recovery from such Act of Terrorism. 7. Indemnity. Customer agrees to Indemnify, hold harmless and defend Company against any and all losses, damages, costs, including expert fees and costs, and expenses including reasonable defense costs, arising from any and all third party claims for personal Injury, death, property damage or economic loss, arising In any way from any act or omission of Customer or Company relating in any way to this Agreement, Including but not limited to the Services under this Agreement, whether such claims are based upon contract, warranty, tort (including but not limited to active or passive negligence), strict liability or otherwise. Company reserves the right to select counsel to represent It In any such action. Customers responsibility with respect to Indemnification and defense of Company with respect to Monitoring Services Is set forth in Section 17 of this Agreement. 8. General Provisions. Customer has selected the service level desired after considering and balancing various levels of protection afforded, and their related costs. Customer acknowledges and agrees that by this Agreement, Company, unless specifically stated, does not undertake any obligation to maintain or render Customers system or equipment as Year 2000 compliant, which shall mean, capable of correctly handling the processing of calendar dates before or after December 31, 1999. All work to be performed by Company will be performed during normal working hours of normal working days (8:00 a.m. ?5:00 p.m.), Monday through Friday, excluding Company holidays), as defined by Company, unless additional times are specifically described in this Agreement. All work performed unscheduled unless otherwise specified in this Agreement. Appointments scheduled for four-hour window. Additional charges may apply for special scheduling requests, e.g. working around equipment shutdowns, after hours work. Company will perform the services described in the Service Solution ("Services ") for one or more system(s) or equipment as described in the Service Solution or the listed attachments ("Covered Systems)"). UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, ANY INSPECTION (AND, IF SPECIFIED, TESTING) PROVIDED UNDER THIS AGREEMENT DOES NOT INCLUDE ANY MAINTENANCE, REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS, OR ANY FIELD ADJUSTMENTS WHATSOEVER, NOR DOES IT INCLUDE THE CORRECTION OF ANY DEFICIENCIES IDENTIFIED BY COMPANY TO CUSTOMER. COMPANY SHALL NOT BE RESPONSIBLE FOR EQUIPMENT FAILURE OCCURRING WHILE COMPANY IS IN THE PROCESS OF FOLLOWING ITS INSPECTION TECHNIQUES, WHERE THE FAILURE ALSO RESULTS FROM THE AGE OR OBSOLESCENCE OF THE ITEM OR DUE TO NORMAL WEAR AND TEAR. THIS AGREEMENT DOES NOT COVER SYSTEMS, EQUIPMENT, COMPONENTS OR PARTS THAT ARE BELOW GRADE, BEHIND WALLS OR OTHER OBSTRUCTIONS OR EXTERIOR TO THE BUILDING, ELECTRICAL WIRING, AND PIPING. 9. Customer Responsibilities. Customer shall regularly test the Systems) in accordance with applicable law and manufacturers' and Company's recommendations. Customer shall promptly notify Company of any malfunction in the Covered System(s) which comes to Customers attention. This Agreement assumes any existing systems) are in operational and maintainable condition as of the Agreement date. If, upon inspection, Company determines that repairs are recommended, repair charges will be submitted for approval by Customer's on -site representative prior to work. Should such repair work be declined, Company shall be relieved from any and all liability arising therefrom. Customer further agrees to: • Provide Company clear access to Covered System(s) to be serviced including, if applicable, lift trucks or other equipment needed to reach inaccessible equipment; • Supply suitable electrical service, heat, heat tracing adequate water supply, and required system schematics and/or drawings; • Notify all required persons, including but not limited to authorities having jurisdiction, employees, and monitoring services, of scheduled testing and/or repair of systems; • Provide a safe work environment; • In the event of an emergency or Covered System(s) failure, take reasonable precautions to protect against personal injury, death, and/or property damage and continue such measures until the Covered System(s) are operational; and • Comply with all laws, codes, and regulations pertaining to the equipment and/or services provided under this agreement. Customer represents and warrants that it has the right to authorize the Services to be performed as set forth in this Agreement. 10. Repair Services. Where Customer expressly includes repair, replacement, and emergency response services in the Service Solution section of this Agreement, such services apply only to the components or equipment of the Covered System(s). Customer agrees to promptly request repair services in the event the System becomes inoperable or otherwise requires repair. The Agreement price does not include repairs to the Covered System(s) recommended by Company as a result of an inspection, for which Company will submit Independent pricing to customer and as to which Company will not proceed until Customer authorizes such work and approves the pricing. Repair SG0001 US.ENG (Rev. 12/2010) Page 5 of 8 © 2010 SimplexGrinnell LP. All rights reserved or replacement of non -maintainable parts of the Covered Systems) including, but not limited to, unit cabinets, insulating material, electrical wiring, structural supports, and all other non-moving parts, is not included under this Agreement. 11. System Equipment. The purchase of equipment or peripheral devices, (including but not limited to smoke detectors, passive infrared detectors, card readers, sprinkler system components, extinguishers and hoses) from Company shall be subject to the terms and conditions of this Agreement. If, in Company's sole judgment, any peripheral device or other system equipment, which is attached to the Covered System(s), whether provided by Company, Customer or a third parry, interferes with the proper operation of the Covered System(s), Customer shall remove or replace such device or equipment promptly upon notice from Company. Failure of Customer to remove or replace the device shall constitute a material breach of this Agreement. If Customer adds any third party device or equipment to the Covered System(s), Company shall not be responsible for any damage to or failure of the Covered System(s) caused in whole or in part by such device or equipment. 12. Reports. Where inspection and/or test services are selected, such inspection and/or test shall be completed on Company's then current Report form, which shall be given to Customer, and, where applicable, Company may submit a copy thereof to the local authority having jurisdiction. The Report and recommendations by Company are only advisory in nature and are intended to assist Customer in reducing the risk of loss to property by indicating obvious defects or impairments noted to the system and equipment inspected and/or tested. They are not intended to imply that no other defects or hazards exist or that all aspects of the Covered System(s), equipment, and components are under control at the time of inspection. Final responsibility for the condition and operation of the Covered Systems) and equipment and components lies with Customer. 13. Availability and Cost of Steel, Plastics S Other Commodities. Company shall not be responsible for failure to provide services, deliver products, or otherwise perform work required by this Agreement due to lack of available steel products or products made from plastics or other commodities. (i) In the event Company is unable, after reasonable commercial efforts, to acquire and provide steel products, or products made from plastics or other commodities, if required to perform work required by this Agreement, Customer hereby agrees that Company may terminate the Agreement, or the relevant portion of the Agreement, at no additional cost and without penalty. Customer agrees to pay Company in full for all work performed up to the time of any such termination. flit If Company is able to obtain the steel products or products made from plastics or other commodities, but the price of any of the products has risen by more than 10 % from the date of the bid, proposal or date Company executed this Agreement, whichever occurred first, then Company may pass through that increase through a reasonable price increase to reflect increased cost of materials. 14. Confined Space. If access to confined space by Company is required for the performance of Services, Services shall be scheduled and performed in accordance with Company's then -current hourly rate. 15. Hazardous Materials. Customer represents that, except to the extent that Company has been given written notice of the following hazards prior to the execution of this Agreement, to the best of Customers knowledge there is no: "Pernit confined space," as defined by OSHA Risk of infectious disease, Need for air monitoring, respiratory protection, or other medical risk • Asbestos, asbestos -containing material, formaldehyde or other potentially toxic or otherwise hazardous material contained in or on the surface of the floors, walls, ceilings, insulation or other structural components of the area of any building where work is required to be performed under this Agreement. All of the above are hereinafter referred to as "Hazardous Conditions". Company shall have the night to rely on the representations listed above. If hazardous conditions are encountered by Company during the course of Company's work, the discovery of such materials shall constitute an event beyond Company's control and Company shall have no obligation to further perform in the area where the hazardous conditions exist until the area has been made safe by Customer as certdied in writing by an independent testing agency, and Customer shall pay disruption expenses and re -mobilization expenses as determined by Company.This Agreement does not provide for the cost of capture, containment or disposal of any hazardous waste materials, or hazardous materials, encountered in any of the Covered Systems) and/or during performance of the Services. Said materials shall at all times remain the responsibility and property of Customer. Company shall not be responsible for the testing, removal or disposal of such hazardous materials 16. Remote Service. If Customer selects Remote Service, Customer understands and agrees that, while Remote Service provides for communication regarding Customers fire alarm system to Company via the internet, Remote Service does not constitute monitoring of the system and Customer understands that Remote Service does not provide for Company to contact the fire department or other authorities in the event of a fire alarm. The Customer understands that if it wishes to receive monitoring of its fire alarm system and notification of the fire department or other authorities in the event of a fire alarm, it must select monitoring services as a separate service under this Agreement. CUSTOMER FURTHER UNDERSTANDS AND AGREES THAT THE TERMS OF SECTION 17.F OF THIS AGREEMENT APPLY TO REMOTE SERVICE. 17. Monitoring Services. If Customer has selected Monitoring services, the following shall apply to such services: A. Alarm Monitoring Service. Customer agrees and acknowledges that Company's sole and only obligation under this Agreement shall be to provide alarm monitoring, notification, and/or Runner services as set forth in this Agreement and to endeavor to notify the party(ies) identified by Customer on the Contact/Call List ("Contacts") and/or Local Emergency Dispatch Numbers for responding authorities. Upon receipt of an alarm signal, Company may, at our sole discretion, attempt to notify the Contacts to verify the signal is not false. If we fail to notify the Contacts or question the response we receive, we will attempt to notify the responding authority. In the event Company receives a supervisory signal or trouble signal, Company shall endeavor to promptly notify one of the Contacts. Company shall not be responsible for a Contact's or responding authority's refusal to acknowledge/respond to Company's notifications of receipt of an alarm signal, nor shall Company be required to make additional notifications because of such refusal. The Contacts are authorized to act on Customers behalf and, if so designated on the Contact/Call List, are authorized to cancel an alarm prior to the notification of authorities. Customer understands that local laws, ordinances or policies may restrict Company's ability to provide the alarm monitoring and notification services described in this Agreement and/or necessitate modified or additional services and related charges to Customer. Customer understands that Company may employ a number of industry -recognized measures to help reduce occurrences of false alarm signal activations. These measures may include, but are not limited to, implementation of industry -recognized default settings; implementation of "partial clear time bypass' procedures at our alarm monitoring center and other similar measures at our sole discretion from time to time. THESE MEASURES CAN RESULT IN NO ALARM SIGNAL BEING SENT FROM AN ALARM ZONE IN CUSTOMER'S PREMISES AFTER THE INITIAL ALARM ACTIVATION UNTIL THE ALARM SYSTEM IS MANUALLY RESET. Upon receiving notification from Company that a fire or gas detection (e.g. carbon monoxide) signal has been received, the responding authority may forcibly enter the premises. Cellular radio unit test supervision, if provided under this Agreement, provides only the status of the cellular radio unit's current signaling ability at the time of the test communication based on certain programmed intervals and does not serve to detect the potential loss of radio service at the time of an actual emergency event. Company shall not be responsible to provide monitoring services under this Agreement unless and until the communication link between Customer's premises and Company's Monitoring Center has been tested. SUCH SERVICES ARE PROVIDED WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. B Limitation of Liability; Limitations of Remedy. Customer understands that Company offers several levels of Monitoring Services and that the level described has been chosen by Customer after considenng and balancing various levels of protection afforded and their related costs. It is understood and agreed by the Customer that Company Is not an Insurer and that Insurance coverage, H any, shall be obtained by the Customer and that amounts payable to Company hereunder are based upon the value of the Monitoring Services and the scope of liability set forth In this Agreement and are unrelated to the value of the Customers property and the property of others located on the premises. Customer agrees to look exclusively to the Customer's Insurer to recover for Injuries or damage in the event of any loss or Injury and that Customer releases and waives all right of recovery against Company arising by way of subrogation. Company makes no guaranty or Warranty, including any Implied warranty of merchantability or fitness for a particular purpose that equipment or services supplied by Company will detect or avert occurrences or the consequences there from that the equipment or service was designed to detect or avert. It is Impractical and extremely difficult to fix the actual damages, if any, which may proximately result from failure on the part of Company to perform any of its monitoring obligations under this Agreement. Accordingly, Customer agrees that, Company shall be exempt from liability for any loss, damage or Injury arising directly or indirectly from occurrences, or the consequences there from, which the equipment or service was designed to detect or avert. Should Company be found liable for any loss, damage or Injury arising from a failure of the equipment or service in any respect, Company's liability with respect to Monitoring Services shall be the lesser of the annual fee for Monitoring Services allocable to the site where the Incident occurred or two thousand five hundred ($2,500) dollars. Such sum shall be complete and exclusive. If Customer desires Company to assume greater liability, the parties shall amend this Agreement by attaching a rider setting forth the amount of additional liability and the additional amount payable by the Customer for the assumption by Company of such greater liability, provided however that such rider shall in no way be Interpreted to hold Company as an Insurer. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM ANY SERVICING, ALTERATIONS, MODIFICATIONS, CHANGES, OR MOVEMENTS OF THE COVERED SYSTEM(S), AS HEREINAFTER DEFINED, OR ANY OF ITS COMPONENT PARTS BY THE CUSTOMER OR ANY THIRD PARTY. COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM THE USE, LOSS OF THE USE, PERFORMANCE, OR FAILURE OF THE COVERED SYSTEM(S) TO PERFORM. The limitations of liability set forth in this Agreement shall SG0001 US.ENG (Rev. 12/2010) Page 6 of 8 © 2010 SimplexGrinnell LP. All rights reserved inure to the benefit of all parents, subsidiaries and affiliates of Compan whether direct or indirect, Company's employees, agents, officers a directors. C. Indemnity, Insurance. Customer agrees to indemnify, hold harmless a defend Company against any and all losses, damages, costs, including exp fees and costs, and expenses including reasonable defense costs, arising fro any and all third party claims for personal injury, death, property damage economic loss, arising in any way from any act or omission of Customer Company relating in any way to the Monitoring Services provided under 1 Agreement, whether such claims are based upon contract, warranty, t (including but not limited to active or passive negligence), strict liability otherwise. Company reserves the right to select counsel to represent it in a such action. Customer shall name Company, its officers, employees, agen subcontractors, suppliers, and representatives as additional insureds Customer's general liability and auto liability policies. D. No modification. Modification to Sections 17 B or C may only be made a written amendment to this Agreement signed by both parities specifics referencing Section 17 B and/or C, and no such amendment shall be effecti unless approved by the manager of Company's Central Monitoring Center. E. Customers Duties. In addition to Customers duty to indemnify, union and hold Company harmless pursuant to this Section 17: I. Customer agrees to furnish the names and telephone numbers of persons authorized to enter or remain on Customers premises and/or lh should be notified in the event of an alarm (the ContacUCall List) and Lo Emergency Dispatch Numbers and provide all changes, revision a modifications to the above to Company in writing in a timely manner. Custom must ensure that all such persons are authorized and able to respond to so notification. ii. Customer shall carefully and properly test and set the system immediate prior to the securing of the premises and carefully test the system in a mann prescribed by Company during the term of this Agreement. Customer agre that it is responsible for any losses or damages due to malfunctio miscommunication or failure of Customers system to accurately handl process or communicate date data. If any defect in operation of the Syste develops, or in the event of a power failure, interruption of telephone servic or other interruption at Customers premises of signal or data transmissi through any media, Customer shall notify Company immediately. space/interior protection (i.e. ultrasonic, microwave, infrared, etc.) is part of 1 System, Customer shall walk test the system in the manner recommended Company. ii. When any device or protection is used, including, but not limited to, spa protection, which may be affected by turbulence of air, occupied airspa change or other disturbance, forced air heaters, air conditioners, horns, bell animals and any other sources of air turbulence or movement which m interfere with the effectiveness of the System during closed periods while t alarm system is on, Customer shall notify Company iv. Customer shall promptly reset the System after any activation. v. Customer shall notify Company regarding any remodeling or other chang to the protected premises that may affect operation of the system. vi. Customer shall cooperate with Company in me installation, operation and/ maintenance of the system and agrees to follow all instructions a procedures which may be prescribed for the operation of the system, t rendering of services and the provision of security for the premises. an. Customer shall pay all charges made by any telephone or communicatio provider company or other utility for installation, leasing, and service charg of telephone lines connecting Customer's premises to Company. Custom acknowledges that alarm signals from Customers premises to Company a transmitted over Customer's telephone or other transmission service and th in the event the telephone or other transmission service is out of ord disconnected, placed on "vacation", or otherwise interrupted, signals fr Customers alarm system will not be received by Company, during any so interruption in telephone or other transmission service and the interruption not be known to Company. Customer agrees that in the event the equipme or system continuously transmits signals reasonably determined by Compa to be false and/or excessive in number, Customer shall be subject to t additional costs and fees incurred by Company in the receiving and/ responding to the excessive signals and/or Company may at its sole discreti terminate this Agreement with respect to Monitoring services upon notice Customer. F. Communication Facilities. I. Authorization. Customer authorizes Company, on Customers behalf, request services, orders or equipment from a telephone company, winde carrier or other company providing communication facilities, sign transmission services or facilities under this Agreement (referred to as Communication Company"). Should any third party service, equipment facility be required to perform the Monitoring services set forth in t Agreement, and should the same be terminated or become other i unavailable or impracticable to provide, Company may terminate Mandan services upon notice to Customer. It. Digital Communicator. Customer understands that a digital communica (DACT), if installed under this Agreement, uses traditional telephone lines sending signals which eliminate the need for a dedicated telephone line a the costs associated with such dedicated lines. ili. Derived Local Channel. The Communication Company's services provid to Customer in connection with the Services may include Derived L Channel service. Such service may be provided under the Communicati Company's service marks or service names. These services include providi lines, signal paths, scanning and transmission. Customer agrees that the SG0001 US.ENG (Rev. 1212010) y, Communication Company's liability is limited to the same extent Company's warrant the product or equipment only to the extent warranted by such third party. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS OR EQUIPMENT, IF ANY, SUPPORTED HEREUNDER. COMPANY MAKES NO WARRANTY OR REPRESENTATION, AND UNDERTAKES NO OBLIGATION TO ENSURE BY THE SERVICES PERFORMED UNDER THIS AGREEMENT, THAT COMPANY'S PRODUCTS OR THE SYSTEMS OR EQUIPMENT OF THE CUSTOMER WILL CORRECTLY HANDLE THE PROCESSING OF CALENDAR DATES BEFORE OR AFTER DECEMBER 31, 1999, 19, Taxes, Fees, Fines, Licenses, and Permits. Customer agrees to pay all sales tax, use tax, property tax, utility tax and other taxes required in connection with the equipment and services listed, including telephone company line charges, if any. Customer shall comply with all laws and regulations relating to the equipment and its use and shall promptly pay when due all sales, use, property, excise and other lazes and all permit, license and registration fees now or hereafter imposed by any government body or agency upon the equipment or its use. Company may, without notice, obtain any required permit, license or registration for Customer at Customers expense and charge a fee for this service. If Customer fails to maintain any required licenses or permits, Company shall not be responsible for performing the services and may terminate the services without notice to Customer. 20. Outside Charges. Customer understands and accepts that Company specifically denies any responsibility for charges associated with the notification or dispatching of anyone, including but not limited to fire department, police department, paramedics, doctors, or any other emergency personnel, and if there am any charges incurred as a result of said notification or dispatch, said charges shall be the responsibility of Customer. 21. Insurance. Customer shall name Company, its officers, employees, agents, subcontractors, suppliers, and representatives as additional insureds on Customer's general liability and auto liability policies. 22. Waiver of Subrogation. Customer does hereby for itself and all other parties claiming under it release and discharge Company from and against all hazards covered by Customers insurance, it being expressly agreed and understood that no insurance company or insurer will have any right of subrogation against Company. 23. Force Majeure, Exclusions. Company shall not be responsible for delays, interruption or failure to render services due to causes beyond its control, including but not limited to material shortages, work stoppages, fires, civil disobedience or unrest, severe weather, fire or any other cause beyond the control of Company. This Agreement expressly excludes, without limitation, provision of fire watches; reloading of, upgrading, and maintaining computer software; making repairs or replacements necessitated by reason of negligence or misuse of components or equipment or changes to Customer's premises; vandalism; power failure; current Fluctuation; failure due to non -Company installation; lightning, electrical storm, or other severe weather; water, accident; fire; acts of God; testing inspection and repair of duct detectors, beam detectors, and UV/IR equipment; provision of fire watches; clearing of ice blockage', draining of improperly pitched piping; batteries', recharging of chemical suppression systems; reloading of, upgrading, and maintaining computer software; corrosion (including but not limited to micro -bacterially induced corrosion (WIC")): cartridges greater that 16 grams; gas valve installation; or any other cause external to the Covered Systems) and Company shall not be required to provide Service while interruption of service due to such causes shall continue. This Agreement does not cover and specifically excludes system upgrades and the replacement of obsolete systems, equipment, components or pans. All such services may be provided by Company- at Company's sole discretion at an additional charge. If Emergency Services are expressly included in the Service Solution, the Agreement price does not include travel expenses. 24. Delays. Company shall have no responsibility or liability to Customer or any other person for delays in the installation or repair of the System or the performance of our Services regardless of the reason, or for any resulting consequences. 25. Termination. Company may terminate this Agreement immediately at its sole discretion upon the occurrence of any Event of Default as hereinafter defined. Company may also terminate this Agreement at its sole discretion upon notice to Customer if Company's performance of its obligations under this Agreement becomes impracticable due to obsolescence of equipment at Customers premises or unavailability of parts. 26. No Option to Solicit. Customer shall not, directly or indirectly, on its own behalf or on behalf of any other person, business, corporation or entity, solicit or employ any Company employee, or induce any Company employee to leave his or her employment with Company, for a period of two years after the termination of this Agreement. 27. Default. An Event of Default shall include 1) any full or partial termination of this Agreement by Customer before the expiration of the then -current Term, 2) failure of the Customer to pay any amount within ten (10) days after the amount is due and payable, 3) abuse of the System or the Equipment, 4) failure by Customer to observe, keep or perform any term of this Agreement; 5) dissolution, termination, discontinuance, insolvency or business failure of Customer. Upon the occurrence of an Event of Default, Company may pursue one or more of the following remedies, 1) discontinue furnishing Services, 2) by written notice to Customer declare the balance of unpaid amounts due and to become due under the this Agreement to be immediately due and payable, provided that all past due amounts shall bear interest at the rate of 1 ''/,% per month (18% per year) or the highest amount permitted by law, 3) receive immediate possession of any equipment for which Customer has not paid. 4) proceed at law or equity to enforce performance by Customer or recover damages for breach of this Agreement, and 5) recover all costs and expenses, including without limitation reasonable attorneys' fees, in connection with enforcing or attempting to enforce this Agreement. 28. One -Year Limitation on Actions; Choice of Law. It is agreed that no suit, or cause of action or other proceeding shall be brought against either party more than one (1) year after the accrual of the cause of action or one (1) year after the claim arises, whichever is shorter, whether known or unknown when the claim arises or whether based on tort, Agreement, or any other legal theory. The laws of Massachusetts shall govern the validity, enforceability, and interpretation of this Agreement. 29. Assignment. Customer may not assign this Agreement without Company's prior written consent. Company may assign this Agreement without obtaining Customer's consent. 30. Entire Agreement. The parties intend this Agreement, together with any attachments or Riders (collectively the "Agreement) to be the final, complete and exclusive expression of their Agreement and the terms and conditions thereof. This Agreement supersedes all prior representations, understandings or agreements between the parries, written or oral, and shall constitute the sole terms and conditions relating to the Services. No waiver, change, or modification of any terms or conditions of this Agreement shall be binding on Company unless made in writing and signed by an Authorized Representative of Company. 31. Headings. The headings in this Agreement are for convenience only. 32. Severabilily. If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in pan, this Agreement will continue to be valid as to the other provisions and the remainder of the affected provision. 33. Electronic Media. Customer agrees that Company may scan, image or otherwise convert this Agreement into an electronic format of any nature. Customer agrees that a copy of this Agreement produced from such electronic format is legally equivalent to the original for any and all purposes, including litigation. Customer agrees that Company's receipt by fax of the Agreement signed by Customer legally binds Customer and such fax copy is legally equivalent to the original for any and all purposes, including litigation. 34. Legal Fees. Company shall be entitled to recover from the Customer all reasonable legal fees incurred in connection with Company enforcing the terms and conditions of this Agreement. 35. License Information (Security System Customers): AL Alabama Electronic Security Board of Licensors 7956 Vaughn Road, PMB 392, Montgomery, Alabama 36116 (334) 264-9388: AR Regulated by: Arkansas Board of Private Investigators and Private Security Agencies, #1 State Police Plaza Drive, Little Rock 72209 (501)618-8600: CA Alarm company operators are licensed and regulated by the Bureau of Security and Investigative Services, Department of Consumer Affairs, Sacramento, CA, 95814. Upon completion of the installation of the alarm system, the alarm company shall thoroughly instruct the purchaser in the proper use of the alarm system. Failure by the licensee, without legal excuse, to substantially commence work within 20 days from the approximate date specified in the agreement when the work will begin is a violation of the Alarm Company Act: NY Licensed by the N.Y.S. Department of the State: TX Texas Commission on Private Security, 5805 N. Lamar Blvd., Austin, TX 78752-4422. 512-424-7710. License numbers available at wwwsimplexgrinnell.com or contact your local SimplexGrinnell office. SG0001 MENG (Rev. 12/2010) Page 8 of 8 © 2010 SimplexGrinnell LP. All rights reserved 51Mp1&XGr1 n * l BE SAFE. Service Solution This Service Solution (the "Agreement") sets forth the Terms and Conditions for the provision of equipment and services to be providedbySimplexGrinnell LP ("Company") to La Quirita Civic Center and is effective 01-1W-12 to 30-ARR,13 (the "Initial Term"). ��)N �h°✓ PAYMENT TERM: Annual In Advance PAYMENT AMOUNT: ^Quota#:172518 $946.00 t Quote #: 172521 - $1,644.D0 ❑ "—>Quote M 172525 $1,023.00 K1 Quote #: 172527 $1,802.00 . ❑ Total: 1 969.00 ustomer IntiaF CUSTOMER ACCEPTANCE: In accepting this Agreement, Customer agrees to the Terms and Conditions on the following pages and any attachments or riders attached hereto that contain additional terms and conditions. It Is understood that these terms andconditions shall prevail over any variation in terms and conditions on any purchase order or other document that the Customer may issue. Any changes in the system requested by the Customer after the execution of Agreement shall be paid for by the Customer and such changes shall be authorized In writing. ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY, WARRANTY, INDEMNITY AND OTHER CONDITIONS CONTAINED IN THIS AGREEMENT. Customer: / ( . I SimplexGrinnell: Signature: Print Name: AMIE HOFFMAN Phone M [G -7 Title: Build'n_�,d_&ydety D;rxtor%Fax#: Phone#: f7`jn)777-701q License #:(if Appficable) Fax #: - - (760) 777-7119 Authorized Signature: Email: - skha amiRlam=JIn a.or_a Print Name: PO#: Title: Date: June 20, 2012 Date: SG0001 US.ENG (Rev. 12/2010) Page 8 of 12 0 2010 SimplexGrinnell LP. NI rights reserved Sinlp/@XGTinnell 6E SAFE. Customer: La Quinta Civic Center Date: 08-MAY-12 Proposal #:172521 Quote #: 172518 Term:01,A4AY 12 to 30-APR-13 ji I .JLtrk o� Billing Customer: La Quinta Civic Center 78495 Calle Tampico LA QUINTA, CA 92253-0000 Service Solution SimplexGrinnell Sales Representative: AMIE HOFFMAN 10282 6TH ST RANCHO CUCAMONGA, CA 91730-0000 amhoffman@simplexgrinnell.com Service Location: Fire Station 93 44555 Adams St LA QUINTA, CA 92253 INVESTMENT SUMMARY Service/Product Descri to ion Quantity Freauencv Investment Recurring Annual Investment Fire Alarm Test & Inspect $551.00 SILENT KNIGHT FIRE ALARM SYSTEM Main Fire Alarm Panel 1 Annual Fire Alarm Battery (each) 2 Annual Annunciator 1 Annual Smoke Detector Conventional 10 Annual Pull Station 2 Annual Audio -Visual Notification Conventional 14 Annual Sprinkler Test & Inspect $395.00 WET SPRINKLER SYSTEM Wet System Test & Inspect (Includes Tamper, 1 Annual Flow, Gate Valve, Fire Dept Connection Plastic Caps, Valve Trim & Main Drain Valve) Total Recurring Annual Investment: $946.00 Excludes applicable Sales Tax Service Solution Valid for 45 Days SG0001 US.ENG (Rev. 12/2010) Page 1 of 12 © 2010 SimplexGrinnell LP. All rights reserved SsmpO@XGff nn&®1 BE SAFE. Service Solution Customer: La Quinta Civic Center SimplexGrinnell Date: 08-MAY-12 Sales Representative: Proposal #:172521 AMIE HOFFMAN Quote #: 172525 10282 6TH ST Tefm:0l4NM-12 to 30 -13 RANCHO CUCAMONGA, CA 91730-0000 .SJtI _Jz�ftx� amhoffman@simplexgrinnell.com Billing Customer: Service Location: La Quinta Civic Center Fire Station 32 78495 Calle Tampico 78-111 Ave 52 LA QUINTA, CA 92253-0000 LA QUINTA, CA 92253 INVESTMENT SUMMARY Service/Product Descriotion Quantity Freauencv Investment Recurring Annual Investment Sprinkler Test & Inspect $395.00 WET SPRINKLER SYSTEM Wet System Test & Inspect (Includes Tamper, 1 Annual Flow, Gate Valve, Fire Dept Connection Plastic Caps, Valve Trim & Main Drain Valve) Fire Alarm Test& Inspect $628.00 NOTIFIER FIRE ALARM SYSTEM PROGRAMMABLE Main Fire Alarm Panel 1 Annual Fire Alarm Battery (each) 2 Annual Annunciator 1 Annual Smoke Sensor Addressable 14 Annual Pull Station 3 Annual Audio -Visual Notification Conventional 19 Annual Total Recurring Annual Investment: $1,023.00 Excludes applicable Sales Tax Service Solution Valid for 45 Days SG0001 USING (Rev. 12/2010) Page 3 of 12 02010 SimplexGrinnell LP. All rights reserved TERMS AND CONDITIONS 1. Term. The Initial Term of this Agreement shall commence on the sate of this Agreement and continue for the period indicated in this Agreement. At the conclusion of the Initial Term, this Agreement shall automatically extend for successive terms equal to the Initial Term, each and together a "Term" of this Agreement, unless either party gives written notice to the other party at least thirty (30) days prior to the end of the then -current term. 2. Payment. Payments shall be invoiced and due in accordance with the terms and conditions set forth in this Agreement. Work performed on a time and material basis shall be at the then -prevailing Company rate for material, labor, and related items, in effect at the time supplied under this Agreement. 3. Pricing. The pricing set forth in this Agreement is based on the number of devices and services to be performed as set forth in this Agreement If the actual number of devices installed or services to be performed is greater than that set forth in this Agreement, the price will be increased accordingly. Company may increase prices upon notice to the Customer or annually to reflect increases in material and labor costs. Customer agrees to pay all taxes. permits, and other charges, including but not limited to state and local sales and excise taxes, installation or alarm permits, false alarm assessments, or any charges imposed by any government body, however designated, levied or based on the service charges pursuant to this Agreement. The Customer's failure to make payment when due is a material breach of this Agreement. 4. Code Compliance. Company does not undertake an obligation to inspect for compliance with laws or regulations unless specifically stated in this Agreement. Customer acknowledges that the Authority Having Jurisdiction (e.g. Fire Marshal) may establish additional requirements for compliance with local codes. Any additional services or equipment required will be provided at an additional cost to Customer. 5. Limitation of Liability; Limitations of Remedy. Customer understands that Company offers seveml levels of protection services and that the level described has been chosen by Customer after considering and balancing various levels of protection afforded and their related costs. It Is understood and agreed by the Customer that Company Is not an Insurer end that Insurance coverage, if any, shall be obtained by the Customer and that amounts payable to Company hereunder are based upon the value Of the services and the scope of liability set forth in this Agreement and are unrelated to the value of the Customers property and the property of others located on the premises. Customer agrees to look exclusively to the Customer's insurer to recover for injuries or damage In the event of any loss or injury and that Customer releases and waives all right of recovery against Company arising by way of subrogation. Company makes no guaranty or Warranty, including any Implied warranty of merchantability or fitness for a particular purpose that equipment or services supplied by Company will detect or avert occurrences or the consequences therefrom that the equipment or service was designed to detect or avert. It is impractical and extremely difficult to fix the actual damages, if any, which may proximately result from failure on the part of Company to perform any of its obligations under this Agreement. Accordingly, Customer agrees that, Company shall be exempt from liability for any loss, damage or Injury arising directly or indirectly from occurrences, or the consequences therefrom, which the equipment or service was designed to detect or avert. Should Company be found liable for any loss, damage or injury arising from a failure of the equipment or service in any respect, Company's Imbiltty for Services performed on site at Customer's premises shall be limited to an amount equal to the Agreement price (as Increased by the price for any additional work) or, where the time and material payment term is selected, Customer's time and material payments to Company. Where this Agreement covers multiple sites, liability shall be limited to the amount of the payments allocable to the site where the incident occurred. Company's liability with respect to Monitoring Services Is set forth in Section 17 of this Agreement. Such sum shall be complete and exclusive. If Customer desires Company to assume greater liability, the parties shall amend this Agreement by attaching a rider setting forth the amount of additional liability and the additional amount payable by the Customer for the assumption by Company of such greater liability, provided however that such rider shall in no way be Interpreted to hold Company as an Insurer. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM ANY SERVICING, ALTERATIONS, MODIFICATIONS, CHANGES, OR MOVEMENTS OF THE COVERED SYSTEM(S), AS HEREINAFTER DEFINED, OR ANY OF ITS COMPONENT PARTS BY THE CUSTOMER OR ANY THIRD PARTY. COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM THE USE, LOSS OF THE USE, PERFORMANCE, OR FAILURE OF THE COVERED SYSTEM(S) TO PERFORM. The limitations of liability set forth In this Agreement shall Inure to the benefit of all parents, subsidiaries and affiliates of Company, whether direct or Indirect, Company s employees, agents, officers and directors. 6. Reciprocal Waiver of Claims (SAFETY Act). Certain of Companys systems and services have received -Certification and/or Designation as Qualified Anti -Terrorism Technologies ("OATT") under the Support Anti -terrorism by Fostering Effective Technologies Act of 2002, 6 U.S.C. §§ 441-444 (the "SAFETY Act"). As required under 6 C.F.R. 25.5 (a). to the -maximum extent permitted by law, Company and Customer hereby agree to waive their right to make any claims against the other for any losses, including business interruption losses, sustained by either party or their respective employees, resulting from an activity resulting from an "Act of Terrorism" as defined in 6 C.F.R. 25.2, when QATT have been deployed in defense. against, response to, or recovery from such Act of Terrorism. 7. Indemnity. Customer agrees to Indemnify, hold harmless and defend' Company against any and all losses, damages, costs, Including expert fees and costs, and expenses Including reasonable defense costs, arising from any and all third party claims for personal Injury, death, property damage or economic loss, arising in any way from any act or omission of Customer or Company relating In any way to this Agreement, including but not limited to the Services under this Agreement. whether such claims are based upon contract, warranty, tort (including but not limited to active or passive negligence), strip liability or otherwise. Company reserves the Tight to select counsel to represent it in any such action. Customer's responsibility with respect to Indemnification and defense of Company with respect to Monitoring Services Is set forth In Section 17 of this Agreement. 8. General Provisions. Customer has selected the service level desired after considering and balancing various levels of protection afforded, and their related costs. Customer acknowledges and agrees that by this Agreement, Company, unless specifically stated, does not undertake any obligation to maintain or render Customer's system or equipment as Year 2000 compliant, which shall mean, capable of correctly handling the processing of calendar dates before or after December 31, 1999. All work to be performed by Company will be performed during normal working hours of normal working days (8:00 a.m. 75:00 p.m.), Monday through Friday, excluding Company holidays), as defined by Company; unless additional limes are specifically described in this Agreement. All work performed unscheduled unless otherwise specified in this Agreement. Appointments scheduled for four-hour window. Additional charges may apply for special scheduling requests, e.g. working around equipment shutdowns, after hours work. Company will perform the services described in the Service Solution ("Services ") for one or more system(s) or equipment as described in the Service Solution or the listed attachments ("Covered System(s)"). UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, ANY INSPECTION (AND, IF SPECIFIED, TESTING) PROVIDED UNDER THIS AGREEMENT DOES NOT INCLUDE ANY MAINTENANCE, REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS, OR ANY FIELD ADJUSTMENTS WHATSOEVER, NOR DOES IT INCLUDE THE CORRECTION OF ANY DEFICIENCIES IDENTIFIED BY COMPANY TO CUSTOMER. COMPANY SHALL NOT BE RESPONSIBLE FOR EQUIPMENT FAILUREOCCURRINGWHILE COMPANY IS IN THE PROCESS OF FOLLOWING ITS INSPECTION TECHNIQUES, WHERE THE FAILURE ALSO RESULTS FROM THE AGE OR OBSOLESCENCE OF THE ITEM OR DUE TO NORMAL WEAR AND TEAR. THIS AGREEMENT DOES NOT COVER SYSTEMS, EQUIPMENT, COMPONENTS OR PARTS THAT ARE BELOW GRADE, BEHIND WALLS OR OTHER OBSTRUCTIONS OR EXTERIOR TO THE BUILDING, ELECTRICAL WIRING, AND PIPING. 9. Customer Responsibilities. Customer shall regularly test the System(s) in accordance with applicable law and manufacturers' and Company's recommendations. Customer shall promptly notify Company of any malfunction in the Covered System(s) which comes to Customer's attention. This Agreement assumes any existing systems) are in operational and maintainable condition as of the Agreement date. If, upon inspection, Company determines that repairs are recommended, repair charges will be submitted for approval by Customer's on -site representative prior to. work. Should such repair work be declined, Company shall be relieved from any and all liability arising therefrom. Customer further agrees to: • Provide Company clear access to Covered System(s) to be serviced including, g applicable, lift trucks or other equipment needed to reach inaccessible equipment; • Supply suitable electrical service, heat, heat tracing adequate water supply, and required system schematics and/or drawings; . • Notify all required persons, including but not limited to authorities having jurisdiction, employees, and monitoring services, of scheduled testing and/or repair of systems; . Provide a safe work environment; • In the event o1 an emergency or Covered System(s) failure, take reasonable precautions to protect against personal injury, death, and/or property damage and continue such.measures until the Covered System(s) are operational; and • Comply with all laws, codes, and regulations pertaining to the equipment and/or services provided under this agreement. Customer represents and warrants that it has the right. to authorize the Services to be performed as set forth in this Agreement. 10. Repair Services. Where Customer expressly includes repair. replacement, and emergency response services in the Service Solution section of this Agreement, such services apply only to the components or equipment of the Covered System(s). Customer agrees to promptly request repair services in the event the System becomes inoperable or otherwise requires repair. The Agreement price does not include repairs to the Covered Systems) recommended by Company as a result of an inspection, for which Company will submit independent pricing to customer and as to which Company will not proceed until Customer authorizes such work and approves the pricing. Repair SG0001 US.ENG (Rev. 12/2010) Page 9 of 12 a 2010 SimplexGrinnell LP. All rights reserved or replacement of non -maintainable parts of the Covered System(s) including, but not limited to, unit cabinets, insulating material, electrical wiring, structural supports, and all other non-moving parts, is not included under this Agreement. 11. System Equipment. The purchase of equipment or peripheral devices, (including but not limited to smoke detectors, passive infrared detectors, card readers, sprinkler system components, extinguishers and hoses) from Company shall be subject to the terms and conditions of this Agreement. If. in Company's sole judgment, any peripheral device or other system equipment, which is attached to the Covered System(s), whether provided by Company, Customer or a third party, interferes with the proper operation of the Covered System(s), Customer shall remove or replace such device or equipment promptly upon notice from Company. Failure of Customer to remove or replace the device shall constitute a material breach of this Agreement. If Customer adds any third party device or equipment to the Covered System(s), Company shall not be responsible for any damage to or failure of the Covered System(s) caused in whole or in part by such device or equipment. 12. Reports. Where inspection and/or test services are selected, such inspection and/or test shall be completed on Company's then current Report form, which shall be given to Customer, and, where applicable, Company may submit a copy thereof to the local authority having jurisdiction. The Report and recommendations by Company are only advisory in nature and are intended to assist Customer in reducing the risk of loss to property by indicating obvious defects or impairments noted to the system and equipment inspected and/or tested. They are not intended to imply that no other defects or hazards exist or that all aspects of the Covered System(s), equipment, and components are under control at the time of inspection. Final responsibility for the condition and operation of the Covered Systems) and equipment and components lies. with Customer. 13. Availability and Cost of Steel, Plastics S Other Commodities. Company shall not be responsible for failure to provide services, deliver products, or otherwise perform work required by this Agreement due to lack of available steel products or products made from plastics or other commodities. (i) In the event Company is unable. after reasonable commercial efforts, to acquire and provide steel products, or products made from plastics or other commodities, if required to perform work required by this Agreement, Customer hereby agrees that Company may terminate the Agreement, or the relevant portion of the Agreement, at no additional mst and without penalty. Customer agrees to pay Company in full for all work performed up to the time of any such termination. (it) If Company is able to obtain the steel products or products made from plastics or other commodities, but the price of any of the products has risen by more than 10% from the date of the bid, proposal or date Company executed this Agreement, whichever occurred first, then Company may pass through that increase through a reasonable price increase to reflect increased cost of materials. 14. Confined Space. If access to confined space by Company is required for the performance of Services, Services shall be scheduled and performed in accordance with Company's then-cument hourly rate. 15. Hazardous Materials. Customer represents that, except to the extent that Company has been given written notice of the following hazards prior to the execution of this Agreement, to the best of Customer's knowledge there is no: "Permit confined space," as defined by OSHA, _ • Risk of infectious disease. • Need for air monitoring, respiratory protection, or other medical risk, • Asbestos, asbestos -containing material, formaldehyde or other potentially toxic or otherwise hazardous material contained in or on the surface of the floors, walls, railings, insulation or other structural components of the area of any building where work is required to be performed under this Agreement. All of the above are hereinafter referred to as "Hazardous Conditions". Company shall have the right to rely on the representations listed above. If hazardous conditions are encountered by Company during the mum of Company's work, the discovery of such materials shall constitute an event beyond Company's control and Company shall have no obligation to further perform in the area where the hazardous conditions exist until the area has been made safe by Customer as certified in wrifing by an independent lesfing agency, and Customer shall pay disruption expenses and re -mobilization expenses as determined by Company.This Agreement does not provide for the cost of capture, containment or disposal of any hazardous waste materials, or hazardous materials, encountered in any of the Covered System(s) and/or during performance of the Services. Said materials shall at all times remain the responsibility and property of Customer. Company shall not be. responsible for the testing, removal or disposal of such hazardous materials 16. Remote Service. If Customer selects Remote Service, Customer understands and agrees that, while Remote Service provides for communication regarding Customers fire alarm system to Company via the Internet, Remote Service does not constitute monitoring of the system and Customer understands that Remote Service does not provide for Company to contact the fire department or other authorities in the event of a fire alarm. The Customer understands that if it wishes to receive monitoring of its fire alarm system and notification of the fire department or other authorities in the event of a fire alarm, it must select monitoring services as a separate service under this Agreement. CUSTOMER FURTHER UNDERSTANDS AND AGREES THAT THE TERMS OF SECTION 17.F OF THIS AGREEMENT APPLY TO REMOTE SERVICE. 17. Monitoring Services. If Customer has selected Monitoring services, the following shall apply to such services: A. Alarm Monitoring Service. Customer agrees and acknowledges that Company's sole and only obligation under this Agreement shall be to provide alarm monitoring, notification, and/or Runner services as set forth in this Agreement and to endeavor to notify the party(ies) identified by Customer on the Contact/Call List ("Contacts") and/or Local Emergency Dispatch Numbers for responding authorities. Upon receipt of an alarm signal, Company may, at our sole discretion, attempt to notify the Contacts to verify the signal is not false. If we fail to notify the Contacts or question the response we receive, we will attempt to notify the responding authority. In the event Company receives a supervisory signal or trouble signal, Company shall endeavor to promptly notify one of the Contacts. Company shall not be responsible for a Contact's or responding authority's refusal to acknowledge/respond to Company's notifications of receipt of an alarm signal, nor shall Company be required to make additional notifications bemuse of such refusal. The Contacts are authorized to act on Customers behalf and, if so designated on the Contact/Call List. are authorized to cancel an alarm prior to the notification of authorities. Customer understands that local laws, ordinances or policies may restrict Company's ability to provide the alarm monitoring and notification services described in this Agreement and/or necessitate modified or additional services and related charges to Customer. Customer understands that Company may employ a number of industry -recognized measures to help reduce occurrences of false alarm signal activations. These measures may include. but are not limited to, implementation of industry -recognized default settings: implementation of "partial clear time bypass" procedures at our alarm monitoring center and other similar measures at our sole discretion from time to time. THESE MEASURES CAN RESULT IN NO ALARM SIGNAL BEING SENT FROM AN ALARM ZONE IN CUSTOMER'S PREMISES AFTER THE INITIAL ALARM ACTIVATION UNTIL THE ALARM SYSTEM IS MANUALLY RESET. Upon receiving notification from Company that a fire or gas detection (e.g. carbon monoxide) signal has been received, the responding authority may forcibly enter the premises. Cellular radio unit test supervision, if provided under this Agreement, provides only the status of the cellular radio units current signaling ability at the time of the test communication based on certain programmed intervals and does not serve to detect the potential loss of radio service at the time of an actual emergency event. Company shall not be responsible to provide monitoring services under this Agreement unless and until the communication link between Customers premises and Company's Monitoring Center has been tested. SUCH SERVICES ARE PROVIDED WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. B Limitation of Liability; Limitations of Remedy. Customer understands that Company offers several levels of Monitoring Services and that the level described has been chosen by Customer after considering and balancing various levels of protection afforded and their related costs. It is understood and agreed by the Customer that Company Is not an Insurer and that Insurance coverage, if any, shall be obtained by the Customer and that amounts payable to Company hereunder are based upon the value of the Monitoring Services and the scope of liability set forth In this Agreement and are unrelated to the value of the Customers property and the property of others located on the premises. Customer agrees to look exclusively to the Customer's Insurer to recover for Injuries or damage in the event of any lose or Injury and that Customer releases and waives all right of recovery against Company arising by way of subrogation. Company makes no guaranty or Warranty, including any implied warranty of merchantability or fitness for a particular purpose that equipment or services supplied by Company will detect or avert occurrences or the consequences there from that the equipment or service was designed to detect or avert. It la impractical and extremely difficult to fix the actual damages, if any, which may proximately result from failure on the part of Company to perform any of Its monitoring obligations under this Agreement. Accordingly, Customer agrees that, Company shall be exempt from liability for any loss, damage or injury arising directly or Indirectly from occurrences, or the consequences there from, which the equipment or service was designed to detect or evert. Should Company be found liable for any loss, damage or Injury arising from a failure of the equipment or service In any respect, Company's liability with respect to Monitoring Services shall be the lesser of the annual fee for Monitoring Services allocable to the site where the Incident occurred or two thousand five hundred ($2,500) dollars. Such sum shall be complete and exclusive. It Customer desires Company toassumegreater liability, the parties shall amend this Agreement by attaching a rider setting forth the amount of additional liability and the additional amount payable by the Customer for the assumption by Company of such greater liability, provided however that such rider shall In no way be interpreted to hold Company as an Insurer. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM ANY SERVICING, ALTERATIONS, MODIFICATIONS, CHANGES, OR MOVEMENTS OF THE COVERED SYSTEM(S), AS HEREINAFTER DEFINED, OR ANY OF ITS COMPONENT PARTS BY THE CUSTOMER OR ANY THIRD PARTY. COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM THE USE, LOSS OF THE USE, PERFORMANCE, OR FAILURE OF THE COVERED SYSTEM(S) TO PERFORM. The limitations of liability set forth In this Agreement shall SG0001 US.ENG (Rev. 1212010) Page 10 of 12 0 2010 Simplexi3dnnell LP. All rights reserved Inure to the benefit of all parents, subsidiaries and affiliates of Camps SG0001 US.ENG (Rev. 12/2010) warrant the product or equipment only to the extent warranted by such third parry. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS OR EQUIPMENT, IF ANY, SUPPORTED HEREUNDER. COMPANY MAKES NO WARRANTY OR REPRESENTATION, AND UNDERTAKES NO OBLIGATION TO ENSURE BY THE SERVICES PERFORMED UNDER THIS AGREEMENT, THAT COMPANY'S PRODUCTS OR THE SYSTEMS OR EQUIPMENT OF THE CUSTOMER WILL CORRECTLY HANDLE THE PROCESSING OF CALENDAR DATES BEFORE OR AFTER DECEMBER 31, 1999. 19. Taxes, Fees, Fines, Licenses, and Permits. Customer agrees to pay all sales tax, use tax, property lax, utility tax and other taxes required in connection with the equipment and services listed, including telephone Company line charges, if any. Customer shall comply with all laws and regulafions relating to the equipment and its use and shall promptly pay when due all sales, use, property, excise and other taxes and all permit, license and registration fees now or hereafter imposed by any government body or agency upon the equipment or its use. Company may, without notice, obtain any required permit, license or registration for Customer at Customers expense and charge a fee for this service. If Customer fails to maintain any required licenses or permits, Company shall not be responsible for performing the services and may terminate the services without notice to Customer. 20. Outside Charges. Customer understands and accepts that Company specifically denies any responsibility for charges associated with the notification or dispatching of anyone, including but not limited to fire department, police department, paramedics, doctors, or any other emergency personnel, and 0 there are any charges incurred as a result of said notification or dispatch, said charges shall be the responsibility of Customer. 21. Insurance. Customer shall name Company, its officers, employees, agents, subcontractors, suppliers, and representatives as additional insureds on Customer's general liability and alltD liability policies. 22. Waiver of Subrogation. Customer does hereby for itself and all other parties claiming under it release and discharge Company from and against all hazards Covered by Customers insurance, h being expressly agreed and understood that no insurance Company or insurer will have any right of subrogation against Company. 23. Force Majeure. Exclusions. Company shall not be responsible for delays, interruption or failure to render services due to causes beyond its control, including but not limited to material shortages, work stoppages, fires, civil disobedience or unrest, severe weather, fire or any other cause beyond the Control of Company. This Agreement expressly excludes, without limitation, provision of fire watches; reloading of, upgrading, and maintaining computer software; making repairs or replacements necessitated by reason of negligence or misuse of components or equipment or changes to Customer's premises; vandalism; power failure; current fluctuation; failure due to non -Company installation; lightning, electrical storm, or other severe weather; water; accident; fire; acts of God; testing inspection and repair of duct detectors, beam detectors, and UVIIR equipment; provision of fire watches; clearing of ice blockage; draining of improperly pitched piping; batteries; recharging of chemical suppression systems; reloading of, upgrading, and maintaining Computer software; corrosion (including but not fimiled to micro -bacterially induced Corrosion ("MIC")); cartridges greater that 16 grams; gas verve installation; or any other cause external to the Covered System(s) and Company shall not be required to provide Service while interruption of service due to such causes shall Continue. This Agreement does not cover and specifically excludes system upgrades and the replacement of obsolete systems, equipment, Components or parts. All such services may be provided by Company at Company's sole discretion at an additional charge. If Emergency Services are expressly included in the Service Solution, the. Agreement price does not include travel expenses. 24. Delays. Company shall have no responsibility or liability to Customer or any other person for delays in the installation or repair of the System or the performance of our Services regardless of the reason, or for any resulting consequences. 25. Termination. Company may terminate this Agreement immediately at Its sole discretion upon the occurrence of any Event of Default as hereinafter defined. Company may also terminate this Agreement at its sole discretion upon notice to Customer 9 Company's performance of its obligations under this Agreement becomes impracticable due to obsolescence of equipment at Customer's premises or unavailability of parts. 26. No Option to Solicit. Customer shall not, directly or indirectly, on its own behalf or on behalf of any other person, business, corporation or entity, solicit or employ any Company employee, or induce any Company employee to leave his or her employment with Company, for a period of two years after the termination of this Agreement. 27. Default. An Event of Default shall include 1) any full or partial termination of this Agreement by Customer before the expiration of the then -current Term, 2) failure of the Customer to pay any amount within ten (10) days after the amount is due and payable. 3) abuse of the System or the Equipment, 4) failure by Customer to observe, keep or perform any term of this Agreement; 5) dissolution, termination, discontinuance, insolvency or business failure of Customer. Upon the occurrence of an Event of Default, Company may pursue one or more of the following remedies, 1) discontinue furnishing Services, 2) by written notice to Customer declare the balance of unpaid amounts due and to become due under the this Agreement to be immediately due and payable, provided that all past due amounts shall bear interest at the rate of 1 'f.% per month (18% per year) or the highest amount permitted by law, 3) receive Immediate possession of any equipment for which Customer has not paid. 4) proceed at law or equity to enforce performance by Customer or recover damages for breach of this Agreement, and 5) recover all costs and expenses, including without limitation reasonable attorneys' fees, in Connection with enforcing or attempting to enforce this Agreement 28. One -Year Limitation on Actions; Choice of Lew. It is agreed that no suit, or cause of action or other proceeding shall be brought against either party more than one (1) year after the accrual of the cause of action or one (1) year after the claim arises, whichever is shorter, whether known or unknown when the claim arises or whether based on tort, Agreement, or any other legal theory. The laws of Massachusetts shall govern the validity, enforceability, and interpretation of this Agreement 29. Assignment. Customer may not assign this Agreement without Company's prior written Consent. Company may assign this Agreement without obtaining Customer's consent. 30. Entire Agreement. The parties intend this Agreement, together with any attachments or Riders (collectively the 'Agreement) to be the final, complete and exclusive expression of their Agreement and the terms and Conditions thereof. This Agreement supersedes all prior representations, understandings or agreements between the parties, written or oral, and shall Constitute the sole terms and Conditions relating to the Services. No waiver, change, or modification of any terms or Conditions of this Agreement shall be binding on Company unless made in writing and signed by an Authorized Representative of Company. 31. Headings. The headings in this Agreement are for Convenience only. 32. Severability. If any provision of this Agreement Is held by any Court or other competent authority to be void or unenforceable in whole or in part, this Agreement will continue to be valid as to the other provisions and the remainder of the affected provision. 33. Electronic Media. Customer agrees that Company may scan, Image or otherwise Convert this Agreement into an electronic format of any nature. Customer agrees that a copy of this Agreement produced from such electronic format is legally equivalent to the original for any and all purposes, including litigation. Customer agrees that Company's receipt by fax of the Agreement signed by Customer legally binds Customer and such fax Copy is legally equivalent to the original for any and all purposes, including litigation. 34. Legal Fees. Company shall be entitled to recover from the Customer all reasonable legal fees incurred in Connection with Company enforcing the terms and conditions of this Agreement. 35. License Information (Security System Customers): AL Alabama Electronic Security Board of Licensure 7956 Vaughn Road, PMB 392. Montgomery, Alabama 36116 (334) 264-9388: AR Regulated by: Arkansas Board of Private Investigators and Private Security Agencies, 91 State Police Plaza Drive, Little Rock 72209 (501)618-8600: CA Alarm Company operators are licensed and regulated by the Bureau of Security and Investigative Services, Department of Consumer Affairs, Sacramento, CA, 95814. Upon completion of the installation of the alarm system, the alarm company shall thoroughly instruct the purchaser in the proper use of the alarm system. Failure by the licensee, without legal excuse, to substantially commence work within 20 days from the approximate date specified in the agreement when the work will begin is a violation of the Alarm Company Act: NY Licensed by the N.V.S. Department of the State: TX Texas Commission on Private Security, 5805 N. Lamar Blvd., Austin, TX 787524422, 612424-7710. License numbers available at www.simplexgrinnell.com or Contact your local SimplexGrinnell office. SG0001 US.ENG (Rev. 1212010) Page 12 of 12 © 2010 SimplexGrinnell LP. All rights reserved SIMPlexGrinne// HE SAFE FIRE ALARM PANEL COMPONENT REPLACEMENT FOR LISTED FIRE ALARM SYSTEMS: Panel component replacement covers maintenance and component replacement on the central processing unit, to include reprogramming of system due to failure, replacement of circuit boards, and all components in the control panels, annunciator panels, transponders, printers, keyboards and monitors associated with system. Replacement of the entire fire alarm panel, faulty wiring, ground faults, software updates and peripheral devices are not covered. TEST AND INSPECTION OVERVIEW: SimplexGrinnell trained technicians will perform inspections and diagnostic tests for the accessible peripheral devices listed and currently connected to the fire alarm system. Tests will be scheduled in advance. (See "List of Equipment' page for equipment to be tested) DOCUMENTATION: Accessible components and devices logged for: - Location of each device tested., including system address or zone location - Test results and applicable voltage readings - Any discrepancies found noted (individually and on a separate summary page) Inspection documentation provided to Customer. NOTE: Certain additional services may be required by the Authority Having Jurisdiction (AHJ). AHJ or internal organizational requirements may be more restrictive than state/provincial requirements. Building owners and managers should make themselves aware of applicable codes and references in order to ensure that contracted Services fulfill requirements. FIRE ALARM PANEL COMPONENT REPLACEMENT FOR LISTED FIRE ALARM SYSTEMS: Panel component replacement covers maintenance and component replacement on the central processing unit, to include reprogramming of system due to failure, replacement of circuit boards, and all components in the control panels, annunciator panels, transponders, printers, keyboards and monitors associated with system. Replacement of the entire fire alarm panel, faulty wiring, ground faults, software updates and peripheral devices are not covered. TEST AND INSPECTION OVERVIEW: SimplexGrinnell trained technicians will perform inspections and diagnostic tests for the accessible peripheral devices listed and currently connected to the fire alarm system. Tests will be scheduled in advance. (See "List of Equipment' page for equipment to be tested) DOCUMENTATION: Accessible components and devices logged for: - Location of each device tested, including system address or zone location - Test results and applicable voltage readings - Any discrepancies found noted (individually and on a separate summary page) Inspection documentation provided to Customer. NOTE: Certain additional services may be required by the Authority Having Jurisdiction (AHJ). AHJ or internal organizational requirements may be more restrictive than state/provincial requirements. Building owners and managers should make themselves aware of applicable codes and references in order to ensure that contracted Services fulfill requirements. Fire Alarm Test & Insuect - NOTIFIER FIRE ALARM SYSTEM PROGRAMMABLE TEST AND INSPECTION: SimplexGrinnell trained technicians will perform inspections and diagnostic tests for the accessible peripheral devices listed and currently connected to the facility fire alarm system. Tests will be scheduled in advance. (See "List of Equipment" page for equipment to be tested) DOCUMENTATION: Accessible components and devices logged for: - Location of each device tested, including system address or zone location - Test results and applicable voltage readings SG0001 US.ENG (Rev. 12/2010) Page 5 of 12 ® 2010 SimplexGrinnell LP. All rights reserved SimpiexPrinneii SE SAFE. - any discrepancies found noted (individually and on a separate summary page) Inspection documentation provided to Customer's representative. NOTE: Certain additional services may be required by the Authority Having Jurisdiction (AHJ). AHJ or internal organizational requirements may be more restrictive than state/provincial requirements. Building owners and managers should make themselves aware of applicable codes and references in order to ensure that contracted services are in compliance with these requirements. Fire Alarm Test & Inspect - SILENT KNIGHT FIRE ALARM SYSTEM TEST AND INSPECTION: SimplexGrinnell trained technicians will perform inspections and diagnostic tests for the accessible peripheral devices listed and currently connected to the facility fire alarm system. Tests will be scheduled in advance. (See "List of Equipment" page for equipment to be tested) DOCUMENTATION: Accessible components and devices logged for: - Location of each device tested, including system address or zone location - Test results and applicable voltage readings - any discrepancies found noted (individually and on a separate summary page) Inspection documentation provided to Customer's representative. NOTE: Certain additional services may be required by the Authority Having Jurisdiction (AHJ). AHJ or internal organizational requirements may be more restrictive than state/provincial requirements. Building owners and managers should make themselves aware of applicable codes and references in order to ensure that contracted services are in compliance with these requirements. Sprinkler Test$ Inspect - WET SPRINKLER SYSTEM TEST AND INSPECTION: SimplexGrinnell trained technicians will perform inspections and diagnostic tests for the accessible fire sprinkler devices listed and currently connected to fire sprinkler system. Tests will be scheduled in advance. (See "List of Equipment" page for equipment to be tested.) DOCUMENTATION: Accessible components and devices logged for: - Test results - Any discrepancies found noted (individually and on a separate summary page) Inspection documentation provided to Customer. NOTE: Certain additional services may be required by the Authority Having Jurisdiction (AHJ). AHJ or internal organizational requirements may be more restrictive than state/provincial requirements. Building owners and managers should make themselves aware of applicable codes and references in order to ensure that contracted Services fulfill requirements. Annual Wet pipe sprinkler test & inspect includes inspecting gauges, systems valves, components and signs; operating control valves; testing tamper and flow switches, and local alarms and signals; opening main drain to record static and residual pressures; inspecting the fire department connection; and doing a building walkthrough to visually inspect sprinklers, piping, fittings and hangers from the floor level. Smoke Detector Cleaning -100% of Devices Annual DETECTOR CLEANING SMOKE DETECTORS: Accessible smoke detection devices will be cleaned using manufacturer's recommended procedures. Devices may be dismantled to expose the smoke chamber (where applicable.) NOTE: Certain types of analog smoke sensors will be cleaned as needed per panel readings. Emeraencv Service (Normal Workina Hour Emergency Service (Provided during normal working hours, Monday -Friday excluding SimplexGrinnell holidays). This service includes labor, travel, and mileage charges for repairs associated with normal wear and tear. Standard service will be provided within 24 hours of notification Monday through Friday, excluding SimplexGrinnell holidays, unless outlined in the agreement. NOTE: Customers with Platinum, Gold Parts/Labor or Gold Labor will be invoiced at standard (normal working hours) labor rate for billable after hours service calls. SG0001 US.ENG (Rev. 12/2010) Page 6 of 12 0 2010 SimplexGrinnell LP. All rights reserved Simpie)xGPinneii ea sAFE. SERVICE COVERAGE: Silver Service Plan - Labor charged at standard service rates up to and including overtime Gold Parts Service Plan - Panel Parts included. Labor charged at standard service rates up to and including overtime Gold Labor Service Plan - Panel Labor included. Parts not included Gold Parts/Labor Service Plan - Parts and Labor included on Panel only Platinum Service Plan - Parts and Labor Included on covered system SG0001 US.ENG (Rev. 1212010) Page 7 of 12 © 2010 SimplexGrinnell LP. All rights reserved