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HomeMy WebLinkAboutContract 55249 SC No. 55249 FORT WORTH, ADDENDUM TO SERVICE AGREEMENT THIS ADDENDUM TO SERVICE AGREEMENT ("Addendum") is made and entered into by and between the CITY OF FORT WORTH("City"),a home-rule municipal corporation of the State of Texas, acting by and through its duly authorized representative, and MITEC CONTROLS OF DALLAS, INC. DBA MITEC, a Texas Corporation ("Contractor"), acting by and through its duly authorized representative. WHEREAS the City has purchased property commonly known as "100 Energy Way Plaza" located at 100 Energy Way,Fort Worth, TX 76102(the"Property") from Hertz Fort Worth Energy Way, LP(the"Seller"); and WHEREAS, Seller and Contractor are currently parties to an agreement for the provision of fire life safety services at the Property on a month-to-month basis(the"Service Agreement")which is attached hereto as Exhibit A; and WHEREAS Seller has agreed to assign and City has agreed to assume certain contracts,including the Service Agreement,relating to the operation of the Property; and WHEREAS, Contractor consents to the assignment of the Service Agreement to City and Contractor agrees to the terms and conditions of this Addendum. NOW, THEREFORE, in consideration of the covenants and agreements contained in this Addendum, City and Contractor hereby agree as follows: The Addendum to Service Agreement documents shall include the following: 1. This Addendum; and 2. Exhibit A—The Service Agreement(collectively,the"Agreement"). Notwithstanding any language to the contrary in the attached Service Agreement, City and Contractor hereby stipulate by evidence of execution of this Addendum by a representative of each party duly authorized to bind the parties hereto,that the parties hereby agree that the provisions in this Addendum shall be applicable to the Service Agreement as follows: 1. Addendum Controlling. If any provisions of the attached Service Agreement conflict with the terms herein, are prohibited by applicable law, or conflict with any applicable rule, regulation or ordinance of City,the terms in this Addendum shall control. 2. References. City and Contractor agree that any references to the Owner in the Service Agreement shall be construed to mean the City of Fort Worth and that all rights, benefits, duties and obligations of Owner shall inure to the City as if the Service Agreement were originally executed between OFFICIAL RECORD Addendum to Service Agreement CITY SECRETARY FT. WORTH, TX City Secretary Contract No. City and Contractor, except to the extent modified by this Addendum. City and Contractor also agree that all rights,benefits,duties,and obligations of Contractor in the Service Agreement shall inure to Contractor as if the Service Agreement were originally executed between City and Contractor, except to the extent modified by this Addendum. Section 210) of the Service Agreement is hereby deleted and shall have no force or effect. 3. Term. The Agreement shall become effective upon the signing of the Agreement (the "Effective Date") and shall expire 30 days after the Effective Date (the "Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement. The Agreement shall renew automatically under the same terms and conditions for successive 30-day periods,each a"Renewal Term," unless City or Contractor provides the other party with notice of non-renewal at least 30 days before the expiration of a Renewal Term or unless terminated as provided herein. 4. Compensation. City shall pay Contractor in accordance with the fee schedule or pricing included in the Service Agreement and in accordance with the provisions of this Agreement. In no event shall the total payment made under this Agreement by City to Contractor exceed the amount of Fifty Thousand Dollars ($50,000.00)per year. Contractor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Contractor not specified by this Agreement unless City first approves such expenses in writing. 5. Termination. a. Convenience. Either City or Contractor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either party commits a material breach of the Agreement, the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten(10) calendar days after receipt of notice from the non-breaching party,or other time frame as agreed to by the parties.If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. C. Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Contractor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Contractor shall provide City with copies of all completed or partially completed documents prepared under the Agreement.In the event Contractor has received access to City information or data as a requirement to perform services hereunder, Contractor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. Addendum to Service Agreement Page 2 of 9 City Secretary Contract No. 6. Attorneys'Fees,Penalties,and Liquidated Damages. To the extent the attached Service Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Service Agreement and shall have no force or effect. 7. Law and Venue.The Agreement and the rights and obligations of the parties hereto shall be governed by,and construed in accordance with the laws of the United States and state of Texas,exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Service Agreement is required to be governed by any state law other than Texas or venue in Tarrant County,City objects to such terms and any such terms are hereby deleted from the Service Agreement and shall have no force or effect. 8. Sovereign Immunity.Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Service Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 9. Liability and Indemnification. To the extent the Service Agreement requires City to indemnify or hold Contractor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Service Agreement and shall have no force or effect. 1. LIABILITY-CONTRACTOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND ALL PERSONS, OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 2. GENERAL INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 3. INTELLECTUAL PROPERTY INDEMNIFICATION — Contractor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the Addendum to Service Agreement Page 3 of 9 City Secretary Contract No. software and/or documentation. So long as Contractor bears the cost and expense of payment for claims or actions against City pursuant to this section, Contractor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Contractor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Contractor will fully participate and cooperate with City in defense of such claim or action.City agrees to give Contractor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto.Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Contractor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Contractor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non- infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or(d)if none of the foregoing alternatives is reasonably available to Contractor terminate this Agreement, and refund all amounts paid to Contractor by City, subsequent to which termination City may seek any and all remedies available to City under law. 4. ENVIRONMENTAL INDEMNIFICATION - Contractor does hereby release,indemnify,reimburse,defend and hold harmless the City of Fort Worth from and against any and all environmental damages and the violation of any and all environmental requirements resulting from the cleaning, handling, collection, transportation,storage and disposal of hazardous waste by contractor resulting in an act of omission of environmental violation. Environmental Damages shall mean all claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability),encumbrances,liens,costs,and expenses of investigation and defense of any claim, whether or not such claim is ultimately defeated, and of any good faith settlement or judgment,of whatever kind or nature,contingent or otherwise,matured or unmatured, foreseeable or unforeseeable, including without limitation reasonable attorney's fees and disbursements and consultant's fees, any of which are incurred as a result of handling,collection,transportation,storage,disposal,treatment,recovery, and/or reuse of waste pursuant to this contract, or the existence of a violation of environmental requirements pertaining to, and including without limitation: Damages for personal injury and death, or injury to property or natural resources; Addendum to Service Agreement Page 4 of 9 City Secretary Contract No. Fees incurred for the services of attorneys, consultants, contractors, experts, laboratories and all other costs in connection with the investigation or remediation of such wastes or violation of environmental requirements including, but not limited to, the preparation of any feasibility studies or reports of the performance of any cleanup, remediation, removal, response, abatement, containment, closure, restoration or monitoring work required by any federal, state or local governmental agency or political subdivision, or otherwise expended in connection with the existence of such wastes or violations of environmental requirements, and including without limitation any attorney's fees, costs and expenses incurred in enforcing this contract or collecting any sums due hereunder; and liability to any third person or governmental agency to indemnify such person or agency for costs expended in connection with the services provided under this agreement. 10. Confidential Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Service Agreement requires that City maintain records in violation of the Texas Public Information Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect.In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Contractor. It will be the responsibility of Contractor to submit reasons objecting to disclosure of the information. A determination on whether such reasons are sufficient will not be decided by City,but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 11. No Boycott of Israel. If Contractor has fewer than 10 employees or this Agreement is for less than $100,000,this section does not apply. Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1)does not boycott Israel; and(2)will not boycott Israel during the term of the Agreement. 12. ImmiEration Nationality Act. Contractor will verify the identity and employment eligibility of its employees who perform work under this Agreement,including completing the Employment Eligibility Verification Form(I-9). Upon request by City, Contractor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor will adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Contractor employee who is not legally eligible to perform such services. CONTRACTOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS,AGENTS, OR LICENSEES. City,upon written notice to Contractor,will have the right to immediately terminate this Agreement for violations of this provision by Contractor. 13. Riaht to Audit. Contractor agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Contractor involving transactions relating to the Agreement. Contractor agrees that City shall have access during normal working hours to all necessary Contractor Addendum to Service Agreement Page 5 of 9 City Secretary Contract No. facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Contractor reasonable advance notice of intended audits. 14. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions (e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via software such as Adobe Sign. 15. Severabilily. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 16. Force Majeure. City and Contractor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems;restraints or prohibitions by any court,board,department,commission,or agency of the United States or of any States;civil disturbances;other national or regional emergencies;or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice required by this section must be addressed and delivered in accordance with Section 19 of this Agreement. 17. Non-Discrimination Covenant. Contractor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law.IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, CONTRACTOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 18. Signature Authority. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order,resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Contractor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 19. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the Addendum to Service Agreement Page 6 of 9 City Secretary Contract No. transmission, or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: To CITY: To CONTRACTOR: City of Fort Worth MITEC CONTROLS OF DALLAS, INC. Attn: Assistant City Manager DBA MITEC 200 Texas Street 3136 Skyway Circle South Fort Worth,TX 76102-6314 Irving, TX 75038 Facsimile: (817)392-8654 Facsimile: (817)313-4772 With copy to Fort Worth City Attorney's Office at same address (signature page follows) Addendum to Service Agreement Page 7 of 9 City Secretary Contract No. Executed this the day of ,2021. CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all By: JesusJ.Chapa(Jan 26,202108:15 CST) performance and reporting requirements. Name: Jesus J. Chapa Title: Deputy City Manager zl'a� . '/6"2 Date: By: Alan H.Shuror(Jan 25,202108:38 CST) Name: Alan Shuror Approval Recommended: Title: Sr.Administrative Services Manager Approved as to Form and Legality: Stew COO& By: Steve Cooke(Jan 25,202108:51 CST) Name: Steve Cooke Title: Property Management Director By: � d4444nn� Name: Matthew A.Murray a FORA�a a!00000000 �A►0 0 Attest: 00*1 � Title: Assistant City Attorney P16.o° o� P.—g 'o pv o o=o Contract Authorization: °000 000*� M&C: Not required B : (�jj// (�l a r 000a°s �a � a Ordinance No. 24161-04-2020 Y ��nEXpoo Name: Mary Kayser Title: City Secretary CONTRACTOR: MITEC CONTROLS OF DALLAS, INC. DBA MITEC Rebecca Sills By: Rebecca Sills(Jan 25,202108:19 CST) Name: Rebecca Sills Title: Account Manager Date: 01/25/2021 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum to Service Agreement Page 8 of 9 City Secretary Contract No. EXHIBIT A-SERVICE AGREEMENT Addendum to Service Agreement Page 9 of 9 SERVICE AGREEMENT THIS AGREEMENT("Agreement")is made on the Date and effective as of the Effective Date by and between Owner and Contrac- tor(each,a"Party"or collectively,the"Parties"). Owner hires Contractor to provide and Contractor agrees to provide the Services for the Property. For and in consideration of the mutual agreements of the Parties and other good and valuable consideration,the re- ceipt and sufficiency of which are hereby acknowledged,the Parties,intending to be legally bound,agree as follows: 1. Definitions. Unless the context otherwise indicates,the following words or phrases have the respective meanings: DATE: 8/27/18 EFFECTIVE 8/27/18 DATE: OWNER: Hertz Fort Worth Energy Way,LP CONTRACTOR: Mitec ADDRESS: 100 Energy Way ADDRESS: 3136 Skyway Circle South Fort Worth,TX 76102 Irving,TX 75038 CONTACT: Name:Shantella Dahl CONTACT: Name: Rebecca Sills Address: 100 Energy Way,Suite 100 Address:Same as above Fort Worth,TX 76102 Phone: 972-570-1918 Phone: 817-886-3100 Fax: 817-313-4772 Fax: N/A Email: rsills@miteenet.com Email: sdahl@hertzgroup.com TERM: EXHIBITS: A-Scope&Schedule of Work (check one) A- Compensation Begin Date: 8/247/1$ A-General Conditions End Date: (month to month) COMPENSATION: See Exhibit A PROPERTY: Name: Hertz Fort Worth Energy Way,LP (Building Name) Address(es): 100 Energy Way Fort Worth,TX 76102 SERVICES: 13 Security 0 Janitorial 0 Landscape O Parking/Garage OWindow Cleaning See,Exhibit A Maint. Manag. 0 Snow/Ice 0 Uniform Rental Other:Fire Life Safety Removal 2. Term. 4. Schedule of Service. Unless terminated,this Agreement shall commence on the Begin Contractor agrees to perform the Work as indicated under Date,continue for the Term,and will automatically be extended "Schedule of Work"on Exhibit A(the"Schedule"). for successive 30-day periods after the End Date. 5. Compensation. 3. Scope of Work. Owner agrees to pay Contractor compensation for the Work as During the Term, Contractor agrees to perform the Services and indicated on Exhibit A(the"Compensation"). supply those goods and materials ("Goods")as indicated under "Scope of Work" on Exhibit A and pursuant to the General 6. Personnel and Contractor Employees. Conditions, if any, attached as Exhibit A (collectively the (a) Contractor agrees to provide adequate personnel to cause "Work") in a safe, professional, and competent manner. If the completion of all Work in accordance with the Schedule. All Goods are supplied as part of the Work,the Goods shall be new such personnel shall be employees, subcontractors or independ- and unused and shall be suitable for the purposes intended. ent contractors of the Contractor and, in this Agreement, are referred to collectively as "Personnel" and individually as a "Contractor Employee% 4 (b) All Personnel shall be trained and supervised by Con- (b) Contractor shall obtain and shall maintain,at its sole cost tractor in accordance with accepted industry practices,shall have and expense, at all times during the Tenn, all licenses,permits, all required licenses and shall adhere to the reasonable rules and and other authorizations from governmental authorities or regulations as established from time to time by Owner for the boards,necessary to enable it to perform the Work. conduct of independent contractors on the Property. Contractor (c) Contractor will diligently safeguard the health and welt- shall provide at all times competent,adequate,and knowledgea- ble supervision of all Work performed at the Property and all being of all persons an or about the Property, including without limitation all licensees, tenants,guests and invitees of Owner in Personnel performing or supplying the Work shall be competent, adequate and knowledgeable. In the performance or supplying the performance or supplying of the Work. Contractor will promptly remove all materials and/or equipment and Tools used of the Work,neither Contractor nor any Personnel shall interfere with the operations of Owner on or with respect to the Property. or expended in the performance or supplying of the Work promptly upon the completion thereof,or if applicable upon the (c) Contractor shall provide all hand tools, specialty tools, completion of the portion of the Work that will be performed or and equipment(hereinafter called the"Tools")for performance supplied at any particular time. During performance or supply- or supplying of the Work. ing of the Work, Contractor shall take all necessary steps to se- (d) The Parties agree that Owner shall not have the right to cure the equipment,materials,and Tools used in connection with supervise, terminate or otherwise discipline any of the Person- the Work to prevent interference with respect to access to and nel. However, Owner shall have the right to require or ask any use of the Property or the creation of any dangerous conditions Contractor Employee to leave the Property or cease a particular for any other persons using the Property. activity if Owner believes that such Contractor Employee is act- (d) Contractor will ensure that the Personnel will neither ing or failing to act in a manner that might cause danger to life carry weapons of any type nor be under the influence of intoxi- or property or is otherwise engaging in conduct that may be un- cants or controlled substances on or about the Property. lawful or inconsistent with the character and nature of the Prop- g, Insurance and Fidelity Bonds, erty. Contractor further agrees that Owner shall have the right, Con- within 2 days of the Effective Date of Notice to the Contractor, (a) Owner may, upon written notice thereof, require Con- to require that any Contractor Employee not be permitted to en- tractor,at its sole cost and expense,to provide and maintain dur- ter upon the Property in connection with the performance or ing the Tenn,a fidelity or surety bond in the minimum amount supplying of the Work. of$1,000,000,on forms and with bonding companies acceptable to Owner, under which the bonding company agrees to reim- (e) Contractor agrees to adhere to Owner's Code of Busi- burse Owner for any loss, damage or expense which either of ness Conduct and Ethics,if any. such parties may suffer or sustain due to the fraud, dishonesty, (f) Contractor shall use reasonably diligent efforts to verify forgery, theft, larceny, embezzlement, wrongful conversion or that any Contractor Employee who has access to the Property in abstraction, misapplication, misappropriation or any other dis- the performance of the Work does not have any record of crimi- honest or criminal act or omission of Contractor or Contractor's nal convictions,other than minor traffic violations. No Contrac- employees or agents. Contractor shall submit such bond to for Employee that has any such record shall be admitted to the Owner for approval(if such a bond is required hereunder)prior Property to perform any of the Work without the prior written to the commencement of any Work hereunder. consent of Owner. Owner reserves the right to independently verify the background of any such individuals and to uire @) Contractor and all Personnel who or which are subcon- ' tractors or independent contractors of the Contractor shall,until Contractor to replace (or require any such Personnel to replace) completion of the Work,procure and maintain at its or their ex- any Contractor Employee that does not meet the standards set pense, the following insurance coverages with a company or forth in this Agreement. companies acceptable to Owner that are authorized to do busi- (g) Contractor shall not,and Contractor shall require that all ness in the jurisdiction in which the Property is located in the Personnel shall not,disclose any information regarding the oper- fallowing minimum amounts: ation of the Property,the Owner's operations therein,the opera- (1) Worker's Com ensation. Statutory benefits and lim- tions of any occupant of the Property or the operations of Owner its which shall fully comply with all State and Federal require- to which Contractor or such Personnel have access through per- ments applying to this insurance; which shall include Broad formance of the Work hereunder,and which a reasonable person Form all states and voluntary compensation endorsements. would consider to be confidential or proprietary, to any third parties or use such information for any purposes other than the (2} Employer's Liabili Limits of not less than performance of Work hereunder, except to the extent that Con- $1,000,000 per accident,$I,000,000 per disease and$1,000,000 tractor or such Personnel reasonably believes that it is required policy limit on disease. to do so according to applicable law and promptly notifies Own- (3) Comprehensive General Liability. (Including per- er. sonal injury,owner's and contractor's protective liability,explo- 7. Compliance with Laws;Licensure;Safety. sion, collapse and underground damage liability endorsement (commonly called X,C and U hazard),products, completed op- (a) All of the Work shall be performed in accordance with erations, blanket contractual and broad form property damage all applicable Federal, State and local laws, codes, regulations coverage, providing primary (and not contributing) coverage, and ordinances including, but not limited to the Fair Labor and containing cross-liability and severability of interest clauses) Standards Act, the State and Federal Occupational Safety and Health Acts, and any and all Environmental Laws. All Work Limit of Liabili shall meet or exceed local industry standards and practices. Bodily $3,000,000 each occurrence 2 $3,000,000 in the aggregate Laws (as defined below). If any claim, action or proceeding is Property Damage $3,000,000 each occurrence brought against Owner by reason of any Claims, Contractor up- $3,000,000 in the aggregate on written demand from Owner shall defend the same at Con- tractor's expense by counsel reasonably satisfactory to Owner. (4) Comprehensive Automobile Liability. {Including coverage for hired and non-owned automobiles; providing pri- lO.Hazardous Materials. mary (and not contributing) coverage, and containing cross- Contractor shall identify to Owner, in advance of delivery of, liability and severability of interest clauses) any Hazardous Materials incorporated in or associated with the Limit of Liability Work provided hereunder and shall, in any event, use and dis- pose of all such Hazardous Materials utilized, transported, gen- Bodi! IniuEy $1,000,000 each person erated or released in connection with the Work, in accordance $1,000,000 each occurrence with all Environmental Laws and any other applicable laws, Property Damage $1,000,000 each occurrence rules and regulations. Prior to,and in connection with the deliv- ery of any Hazardous Materials to the Property, the Contractor (c) Contractors performing construction work, must also shall complete and deliver to Owner, in accordance with appli- provide "all risk" builders risk property insurance for the full cable laws, rules and regulations, a material safety data sheet replacement cost of the Work on a completed value basis,nam- with respect to such Hazardous Materials. "Hazardous Materi- ing Owner as a loss payee, as its interest may appear,providing ale" shall mean any substance which is controlled, regulated or primary(and not contributing)coverage,and including a waiver prohibited under any Environmental Law. "Environmental of all rights of subrogation against Owner. Law(s)" shall mean any local, State and Federal law relating to (d) Contractor shall furnish to Owner, before commencing the environment and environmental conditions. any Work,and annually if applicable,one or more certificates of 11.Property of the Contractor. insurance indicating (1) the types and amounts of insurance re- quired under this Agreement, (2) the insurance company or All property of any kind,owned,hired, or supplied by the Con- companies carrying said coverages, (3)the effective and expira- tractor or any Personnel,not intended to be incorporated into or tion dates of the policies,(4)that Owner,any managing agent of made a part of the Work shall be maintained whether off-site or Owner and their respective corporate affiliates are named as ad- on-site, at the sole risk of Contractor or such Personnel and no ditional insureds,(5)that 60 days'advance written notice will be such party shall have the right to look to or hold Owner or any given to Owner of any material change in or cancellation of a managing agent of Owner responsible in any manner for its policy and(6)that each carrier of any such insurance waives any safekeeping. right of subrogation that it may have against Owner with respect 12.Independent Contractor. to any loss covered by such insurance irrespective of the negli- gence or willful misconduct of Owner, any managing agent of be an independent contractor of the Owner and not an agent or Owner or any of their tenants, contractors, employees, guests, employee of either the Owner or any managing agent of Owner invitees or agents. and nothing in this Agreement shall be construed as creating any 9. Indemnity. other relationship between the Parties including, but not limited Contractor shall defend, indemnify, and hold Owner, and its to,a partnership,an agency relationship,or a joint venture. Nei- directors, officers, employees, agents, contractors (other than ther Contractor nor Contractor's Personnel shall be deemed for Contractor), invitees, concessionaires and licensees(collectively any purpose to be employees or agents of Owner or any manag- "Owner's Agents") harmless from and against any and all lia- ing agent of Owner. bility, loss, claims, demands, damages or expenses, including (b) No Contractor Employee shall be entitled as a result of attorneys' fees,whether for personal injury,theft,property dam- this Agreement to any of the benefits under any employee bene- age or otherwise (collectively "Claims") arising from Contrac- fit plan Owner or any managing agent of Owner presently has in tor's or Contractor's directors, officers, employees, agents, con- effect or may put into effect in the future. Contractor or its Per- tractors, invitees, concessionaires and licensees (collectively sonnel, as the case may be, shall be solely responsible for the "Contractor's Agents")performance or non-performance of the payment of any salaries, wages, benefits, and other compensa- Work or from any act or omission (whether negligent or inten- tion or payments due to any person or entity in connection with tional)by Contractor or Contractor's Agents in or about the Pro- the Work (other than the payment of the Compensation), with- ject, and shall further defend, indemnify and hold Owner and holding or payment of all applicable Federal, State and local Owner's Agents harmless from and against any and all Claims personal income taxes, social security taxes, and other payroll arising from any breach or default in the performance of any taxes with respect to the employees of Contractor or its Person- obligation on Contractor's or Contractor's Agents' part to be nel, as well as any taxes or contributions imposed by applicable performed hereunder, or to the extent caused by the negligence Federal or State unemployment or worker's compensation act(s). or willful misconduct of Contractor or Contractor's Agents. The Contractor and its Personnel respectively have the sole authority liability of the Contractor under the foregoing indemnity shall and responsibility to hire, fire, and otherwise control their re- extend to and include any testing, response, and remediation spective employees. costs incurred by Owner or any managing agent of Owner in 13.Publicity;Use of Marks. connection with a release, discharge or generation of Hazardous Materials (as defined below) on,within or in the vicinity of,the Contractor shall not identify, either expressly or by implication, Property by the Contractor or any Personnel in violation of the Owner, any managing agent of Owner or any of their respective corporate affiliates or use any of their trademarks, trade names, terms of this Agreement or in violation of any Environmental 3 service marks, other proprietary marks, or the Work performed 18.Inspection. hereunder in any advertising, press releases, publicity matters or Contractor acknowledges that Contractor has inspected the other promotional materials without the prior written consent of Property and is not aware of any conditions which could ad- Owner and/or any managing agent of Owner. versely affect its ability to perform the Work in accordance with 14.Identification Credentials. this Agreement and accepts the Property in its present condition. Owner, at its sole discretion, may require Contractor and any 19.Default. Personnel to exhibit identification credentials to gain access to In the event that the Contractor fails to perform any of its obliga- the Property. Contractor shall cause all of such parties to return tions under this Agreement and such failure continues for 10 all identification credentials to Owner upon the sooner of(a)the days after the Effective Date of Notice from the Owner describ- termination of such party or its employer with respect to the ing such failure, then, in addition to any other rights that the Work, (b) the End Date, or (c) the date of termination of this Owner may have hereunder to terminate this Agreement,Owner Agreement. shall have the right to pursue any remedies available at law or in 15.Notices. equity against the Contractor for such failure. All notices required or permitted under this Agreement shall 20.Termination of Agreement. be in writing and shall be delivered personally, by recognized (a) This Agreement may be terminated with respect to all or overnight courier service, or by certified mail, return receipt re- a portion of the Property upon 30 days' written notice from quested to the Parties' addresses. Either Party may notify the Owner to the Contractor at any time without any cause whatso- other in writing of a change of address for the purpose of this ever, including, without limitation, Owner's transfer of its own- Section, which change of address shall be effective on the 106 ership interest in any or all of the Property. day after the Effective Date of Notice. The term "Effective Date of Notice" shall mean and refer to (1) in the case of per- (b) In addition, Owner may terminate this Agreement, as it sonal delivery, the date that a notice is actually delivered to the pertains to any or all of the Property,effective immediately upon respective Parry's address, (2) in the case of overnight courier giving written notice to Contractor that the(1)Contractor failed service, l business day after the notice is deposited with such to timely and/or fully perform or supply the Work for any rea- service for delivery on such following business day, and (3) in son, including,but not limited to labor disputes; (2)the Property the case of certified mail, the first date of attempted delivery, suffered damage as a result of fire or other casualty;(3)Contrac- refusal or rejection. tors employees or their allies picketed any property including 16.Assignment. any Property owned and/or managed by Owner or any of its af- filiates resulting in the disruption in operation of said Property or (a) This Agreement, any portion of the Work or the Com- inconvenience to the tenants or occupants thereof;(4)Contractor pensation shall not be assignable by Contractor without Owner's is in default of this Agreement beyond any applicable notice and prior written consent. cure provisions; or(5) Owner has transferred or will transfer its (b) Without its consent but upon written notice to Contrac- interest in the Property. Upon termination of the Agreement and tor,Owner may assign this Agreement to the transferee of Own- subject to Subsection 21(i), neither party shall have any obliga- er's interest in any or all of the Property ("Transferee"), in tion to the other beyond the effective date of the termination. which case, at Owner's election, Contractor shall enter into an (c) In the event this Agreement is terminated with respect to agreement with the Transferee upon the same terms and condi- a portion, but not all, of the Property, the definition of Property tions as stated in this Agreement,except that if Property includes and Scope of Services and Compensation set forth in Exhibit A more than one Building,the definition of Property Scope of Ser- shall be revised to remove the terminated Property and refer- vices and Compensation set forth in Exhibit A shall be revised ences to the terminated Property in this Agreement shall be of no to include only those Buildings in which Owner transferred an further force or effect after the effective date of such termina- interest to the Transferee. If the Closing Date does not coincide tion. with the billing period established in Exhibit A for the trans- (d) If the termination of this Agreement is in connection ferred property, then Contractor shall prorate any changes for with Owner's transfer of an interest in the Property,then provid- such month. In the event of any such transfer,Owner shall,with ed that Owner has given Contractor written notice of such termi- respect to each Property transferred, be automatically freed and nation,Owner may specify that the effective date of termination relieved of all liability with respect to its performance under this shall not be a specified date, but shall be the date of the closing Agreement which may accrue from an after the effective date of of such transfer of Owner's interest (the "Closing Date"), sub- such transfer. ject to Owner's obligation to promptly notify Contractor of such 17.Lien Claims. closing when the same occurs. Contractor shall not create or permit to remain against the 21.Other. Property any lien, encumbrance, or other like charge, either by (a) This Agreement shall be construed and interpreted under action or inaction of Contractor or any Personnel. Contractor the laws of the state in which the Property is located and venue shall sign, execute and deliver, or cause to be signed, executed shall lie in the County in which the Property is located. The and delivered, such partial and final lien waivers with respect to titles of sections and subsections herein have been inserted as a the Work as Owner shall from time to time require, Contractor matter of convenience of reference only and shall not control or shall, at its own expense, within 10 days of written notice from affect the meaning or construction of any of the terms or provi- Owner,cause any liens or other encumbrances placed against the sions of this Agreement. All references to the singular shall in- Property or any interest therein, arising out of the Work, to be clude the plural,and vice versa. removed of record or otherwise bonded off. .1 (b) Except as otherwise expressly provided herein,all rights, (i) The agreements of the Contractor set forth in Section powers, and privileges conferred hereunder upon the Parties 6(c), 6(d), 9, 11, 13, 14, and 17 shall survive the expiration or shall be cumulative and in addition to those other rights,powers, early termination of the Term. and remedies hereunder and those available at law or in equity. 0) No parties other than Owner and Contractor shall be en- All such rights, powers, and remedies may be exercised sepa- titled to rely on any party's performance hereunder or to enforce rately or at once,and no exercise of any right,power,or remedy the terms and provisions hereof, shall be construed to be an election of remedies or shall preclude the future exercise of any or all other rights, powers, and reme- (k) If either Party brings suit against the right of the other to dies granted hereunder or available at law or in equity, except as recover any sums due under this Agreement,or for any breach of expressly provided in this Agreement. any provision of this Agreement,or for any other relief under it, then all costs and expenses of the same, including reasonable (c) Neither the failure of either Party to exercise any power attorneys' fees and costs, incurred by the prevailing Party in the given such Party nor to insist upon strict compliance by the other suit shall be paid by the other Party. Party with its obligations under this Agreement,nor any custom or practice of the Parties at variance with the terms of this (1) Owner and Contractor each hereby waive their respec- Agreement shall constitute a waiver of either Party's right to five rights to trial by jury of any cause of action,claim,counter- demand exact compliance with the terms of this Agreement. claim,or cross-complaint in any action,proceeding,and/or hear- ing brought by either Owner against Contractor, or Contractor (d) This Agreement contains the entire agreement of the Par- against Owner, as to any matter whatsoever arising out of or in ties with respect to the Property and with respect to the Work, any way connected with this Agreement, the relationship of and no representations, inducements, promises, or agreements, Contractor and Owner, Contractor's use or occupancy of the oral or otherwise, between the parties not embodied or incorpo- project, any claim of injury or damage, or the enforcement of rated in this Agreement by reference shall be of any force or any remedy under any law, statue, or regulation, emergency or effect. The parties acknowledge that all prior agreements, repre- otherwise, now or hereafter in effect. However, Owner and sentations and negotiations concerning the subject matter of this Contractor agree that this waiver shall not be effective where the Agreement, or collateral to it, are deemed superseded by the legal effect of such waiver would be to invalidate in whole or in execution of this Agreement to the extent they are not incorpo- part,or to limit or impair in any manner any policy of insurance rated in it and that this Agreement shall be deemed to be inte- in force for the benefit of Owner or Contractor or to limit or im- grated. The parties further acknowledge that if the terms of this pair any rights,remedies or coverage afforded thereunder. Agreement conflict with the terms of any exhibits attached here- to,the terms of this Agreement shall apply. (m) OFAC Certification. Contractor represents that it is not now and had never been listed or named as,nor has it ever acted (e) This Agreement shall be binding upon and shall insure to directly or indirectly for or on behalf or any person, group or the benefit of the Parties and their respective personal represent- entity or nation named in any Executive Order or by the United atives,successors,and assigns. States Treasury Department or any other state or federal agency (f) No amendment to this Agreement shall be binding on a as a terrorist, or a "Special Designated National and Blocked Party unless the amendment is in writing and is executed by the Person," or other banned or blocked person, entity, nation, or Party against whom enforcement of the amendment is sought. transaction pursuant to any law, order, rule, or regulation that is (g) Time is of the essence of this Agreement. enforced or administered by the Office of Foreign Assets Con- (h) Agreement may be executed in several counter- This A trol("OFAC")or any other state or federal agency. parts, each of which shall be deemed an original, and all such (n) The Exhibits attached to this Agreement are incorporated counterparts together shall constitute one and the same instru- in it. In the event of any inconsistency between such Exhibits ment. and this Agreement,this Agreement shall control. IN WITNESS WHEREOF,Owner and Contractor,have executed this Agreement under seal as of the day and year first above writ- 'ten. CONTRACTOR: OWNER MITEC HERTZ FORT WORTH ENERGY WAY,LP By: Rubecca csl9f By: it-,74X., -�.J r- Name: Rebecca Sills Name: �A-f LAA X 4�&C I If Its: Account Manager Its: fi �t sfuftx �0gLr 6 EXHIBIT A SCOPE&SCHEDULE OF WORK } i� M1 1 rcw Life Safety Monitoring Agreement Building Name; Energy W 100 Proposal Number: 9172014224152 Address: 100 Energy Way Ft.Worth,TX 76102 Phone: 817-886-3108 Contact Keith Walker Please provide billing address if different from above. Name: In Care of: Address: Phone: Contact: Customer agues to purchase,and ARw agrees to pmvlde Lays Safety AronMvkg 5ervke as described hemm and according to dw Terms and CondNkas aftched. Customer agrees to provide RJ31X tstephaae JaWal,dedkated phone k*sl and Wsphane numbers of awmea ft phone Ines Proposal hxdades one Irlp by lilrtee F1W Enghroer to complete the work auNwrked by dre Cualhnw akowkig m*vafkn of Mis Lifs SOV*Monitwft Alemot Wo the Cenbal Station, k addtdonet hips are mqt* d due to phone knee not bekrg hlstaksd property,&W*knat coats wig be Wed tD customer at correct Tone and Maturtal rates Final accepuanca Is subject to MITEC approval. Life Safety Monitoring Agreement Payment Options: Indicate your choice with a(✓) ff no choice is indicaied an Annual Payment option win be used. ❑ Annual Payment of: $456.00 Requested Start Date: ❑2 Semi-Annual Payments:$U8.00 ❑ 4 Quarterly Payments:$11COO )K12 Monthly Payments:$38.00 Name on Card Card Type Number Code Expiration AN 1Allec invoices will be sent via email in PDF format If this is not acceptable please check here.❑ Please indicate an email address for Invoices Signature below acknowledges acceptance of Miter terms and conditions for credit and verification purposes. Customer By: Mac By: Kearsley Jackson Signature: Signature: Title: Titre: Life Safety Consultant P.O. Number; Date: Date: September 25 2014 Afta h Pumhaaa Order or Requfslffon P Raquhed Mites 3136 Skyway Circle South Irving Texas 75038 Phone: (972)570-1918 Fax: (972)570-1951 6 Life Safety Monitoring Options Life Safety Monitoring Service and Proposal Options NO vlded: UL Lieted Monitaing Service Annual Monttoft ewe: $456.00 Installation Pro Reprogram Internal Dialer Installation Prwosaf Amount: $400.00 stallati Proposal Indudes: Includes reprogramming of your existing Internal EST 3,Model Number EST 3 dialer. Proposal hrdudes the necessary labor to program and test your dialer with the Central Station on one visit To ownplete lire programming of the dider, It is necessary to have the phone lines(both p&roy and secondary)operational Your telephone ser*0 provider can confirm both phone lines are operational. If both lines are not operatonaf at the time a Mitec Field Engineer is scheduled to perform the installation and programmhr for law visits. g of your new dialer,you win be WNW to 8060nal labor and travel fees This proposal does not include any hardware, connectors,cables,or fittings. if any hardware, connectors,cables,or fittings wi# be needed iD property conned your system to the Central Station,they wall be oiled at current hardware prices. Reprogramming your dieter requires access to the panel program. For MAY purposes, every Panel has a four-digit program code assigned of the time the system 15 programmed. If the code is not available, and the Mltec Field Engineer Is unable to access the program,it wN1 NOT be possible to reprogram the dialer. It Mitec Is unable to access the program for any reason, this proposal wN immediately become null and void. Your Mifec Representative W11 discuss possible alternatives with you at that time. This Monitoring Agreement does NOT include Elevator Cab monitoring. Page 2 of 7 Iniffsl 7 Terms and Conditions Prepared for Energy Way 100 24•Hour Central Station Monitoring Mlles hsreinefler referred to as'Company and the'Customer;as Hated on the cover page of this WD Safety Monitoring Agreement,hereby mutually agrees to the following Tema and Cord sons: Payment: Payment terms are net cash upon receipt of invdo%except where satisfactory open account credit is establlshed by the Company,In which case,terms are net 30 days from the dateof lnvolca The Company reserves the right to terminate sold credl status at the sole discretion of the Company. Invoices will be issued prior to start date of agreement,and subsequent renewal dates thereafter. Customer agrees to pay such kwdces in aoaordance wish the above terms and condtons regardless of other scinluled deliveries or se ca& Customer agrees to pay all taxes,lncluding state or local taxes,however he abovet levied,or based an the service charges pursuant to this agreement,AddlOormal charges will be billed at the fallowing rates;Cao-up list changes,$5.00. Excessive signals(over fixes(3)per month),$0,10feach.MITEC w1l charge an addttlonal$25,00 far each check returned by the bank. Breach or Default: if Customer does not pay the amourds due hereunder or breaches any of the terns or oondlllons of this agreement,or If the Customer vases doing buskmess as a going concem,or if the Company deems this agreameM in Jeopardy,the Company,In addift to any legal remedies it may have,may lemiinate this agreement. Customer agrees to pay to the Company all reasonable attorneys'fees and legal expenses incurred in exercising any of Ita rights and remedies upon breach of the agreement by Customer.M Customer cancels a service cal of quoted work after equipment has been ordered and or labor expended,the total amount of wok performed is due and payable, For special order equipment and materials no credit is available on returned items or If the work Is cancelled after ordering,For stock Name a mstockbrg fee of 25%of the price of the items will apply, Cancellation: After the commencement date,Customer shall have the right to cancel this agreement upon 30 days pricy jf&en notice to MITEC at tare end of this hilel or any subsequent renewal period.All Cancellation Notices are to be sent vla Cerlilled Mall,Return Receipt Requested to: Malec Atlention: Sales Manager 2445 Meadowbreok Parkway Duhdh,GA 30096 Any and all monies owed under this agreement 0911 be due and payable,Including aervioes performed but not yet completed for any reason. Malec reserves the dght to inspect and evaiume all systems,and In its sole dkretlon,terminate the agreement at the and of any term. Length of Plan: After execution of agreement by an adhodzed representaflve of the Corrrpany,the term of this agreement shall be 12 months. Uniess cancelled with 30 days prior written nollim the agreement SW be renewed for successive tamm(s)at the prices and under the terns and conditions In eft at the time of renewal. Fees paid hereunder are not refundable once this agreement Is In effect Warranty: OTHER THAN THE OBLIGATION OF THE COMPANY EXPRESSLY SET FORTH HEREIN,THE COMPANY DISCLAIMS ALL WARRANTIES,D(pRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY SHALL NOT BE RESPONSIBLE FOR DIRECT,INCIDENTAL,OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM THE USE OR PERFORMANCE OF THE SYSTEM,OR THE LOSS OF USE OF THE SYSTEM, Page 3 of 7 Initial a Terms and Conditions Prepared for Energy Way 100 24-Hour Central Station Monitoring M1tec hereinafter referred 10 as"Company,'and the'Customer,'as rded an the am page of this Life Safety Monitoring Agreement,hereby mutually agrees to the folowhv terms and Coriftons;rm Payment: Payment terms are net cash upon receipt of invoice,exoept where satisfactory open account credit is esla6gshed by he Company,In which case,terms are net 30 days from the date of invoice, The Company reserves the right to terminate said credit status at the sole discretion of the Company. Invoices will be Issued prior to start date of agreement,and subsequent renenral dates tfhereafter. Customer agrees to pay such Invoices in accordance with the above terms and conditions regardless of other scheduled deliveries or swAres. Customer agrees to pay all taxes,Including state or local ta(es,however designated,levied,or based on the service charges punsaant to this agreement.Addlllanal charges will be billed at the following ratew Call-up list changes,$8.00. Exrxrssive signals(over three(3)per month),$0.101sac,MVEC w@ charge an act tronal dc$25.00 for each cre returned by the bank Breach or Default: If Customer does not pay the amounts due hereunder or breaches any of the terms or conditions of this agreer»ant or If the Customer cea m doing business as a going ain omen oto ooncein or If ft Company deems this agreement in Jeopardy,the Company,in addition to my legal remedies ti may have,may terminate this agrew"L Cusagrees Pay to the Company all reasonable attomeys'fees and legal expenses Incurred In exercising any of its fights and remedies upon breach of the agreement by Customer. ff Customer cancels a aerAra cal or quoted work after equipment has been ordered and or labor expended,the total amount of work performed Is due and payable, For special order equipment and materials no credit is avatable on returned items or if the wok Is caroeiled after ordering.For stack Mans a restackfrg fee of 25%of the price of the items will apply, Cancellation: After the comnmcernent date,Customer shall have the right to cancel this agreement upon 30 days prior wift notice to MITEC at fine end of this bhitMI or any subsequent renewal period.All Cancellation Notices are to be sent via Certified Mail,Retum Rerx♦Ipt Requested(oc Miter Attention; Sales Manager 2445 Meadowbrootc Parkway Dukah,GA 30096 Any and all monies owed under this agreement shall be due and payable,irrcluding services performed but not yet completed for any reason, Miter reserves the right to inspect and evaluate all systems,and In its sole discretion,terminate the agreement at the end of any tom. Length of Plan: After execution of agrreemerd by an authorized representative of tha Comm,the term of this agreement shall be 12 months, Unless cancelled with 30 days prior written notice,the agroerneni shah be renewed for successive term(s)at[he prices and under the terms and conditions In effect at the time of renewal, Fees paid hereunder are not refundable once this agreement is in affect Warranty: OTHER THAN THE OBLIGATION OF THE COMPANY EXPRESSLY SET FORTH HEREIN,THE COMPANY DISCLAIMS ALL WARRANTIES,EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICU{AR PURP05E, THE COMPANY SHALL NOT BE RESPONSIBLE FOR DIRECT,INCIDENTAL,OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM THE USE OR PERFORMANCE OF THE SYSTEM,OR THE LOSS OF USE OF THE SYSTEM. Page 3 of 7 Initlal 9 Taxes: The Purchaser agrees to pay any tax,hoN ew designated,levied or based on the sales price or payable by the Seller in respect thereto, Shipping: Unless you specify of MwIse In writing(a)goods wilt be boxed or crated as we may deem proper for protection against normal handling,and extra charge will be made for preservation,waterproofing and similar added protection of goods;(b)routing and manner of shipment will beat our discretion,and maybe Insured at your expense,value to be stated at mien price. indemnity: The Purchaser agrees to Indemnify and hold the Seller hamdess for any expense or loss arising out of or resulting from the faulty or negllgent Installation of the equipment by the Purchaser or Installer or by the failure of the Purchaser or Installer to tnsfall the same accordmg to arty wdthm Instructions furnished by the Saner Purchaser further agrees to indemnify and hold the Seller harmless for any expense or lose,including expense or loss to third parties,ads!ng out of or resulting from the fallure to maintain,modify,or replace the equipment In accordance with federal,state,local,or municipal codes,regulations,or ord nanow governing the equipment,its installation,or maintenance, General: This contract is subject and mall be interpreted according to the taws of the State of Texas,and all rights and remedies of the Seller herepxtdw are cumulative and are in addition to every remedy now or hereafter given or existing at law or in equlty or by statute.Any provision of this contract prohiblted by the law of the state shalt,as to such state,be Ineffective to the extent of such prohibition wIVW invalidaling the remaining provisions of the contract.The Seller shell not be bound by statements or promises made by any representative of the Seller which are not stated in and made a pert of this contract. 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