Master Service Agreement

This FIRE PROTECTION, INC. MASTER SERVICE AGREEMENT (“Agreement”) and accompanying addenda are entered into by and between Fire Protection, Inc., a Washington corporation (Hereafter “FPI”) and the Contracting party listed on the Work Order or Estimate provided (Hereafter “Customer” and/or “Subscriber”). FPI and Customer may jointly be referred to herein as a “party” or “parties.” The Parties agree that FPI shall provide the services described in the Work Order or Estimate provided. The services shall be provided for the premises listed on the Work Order or Estimate. (Hereafter the “Premises” or “Site”). FPI will provide the following if listed on the Work Order or Estimate, or previously contracted by the Customer.

By approving any estimate and/or authorizing FPI to proceed with any work, customer acknowledges that they have read, understand and accept FPI’s Master Service Agreement and applicable Addenda and that they have full authority to do so on behalf of the Owner/Customer.

Monitoring. If previously contracted or listed on the Work Order or Estimate, the FPI Monitoring Service Addendum is made a part hereof. Customer agrees to have the system monitored for a term of 60 months commencing on the date of service activation. This Agreement shall renew automatically for successive 60 month terms thereafter under the same terms and conditions, unless either party gives written notice of termination to the other at least 60 days prior to the expiration of any term, extension, or renewal. Termination shall comply with local law. Customer agrees to pay FPI the listed monthly monitoring fee plus any applicable tax, which Customer shall prepay in full on an annual basis at the time of execution of the Agreement and thereafter on each anniversary date of the Agreement. Unless otherwise specified herein, all recurring charges for services shall be prorated for the month in which service is activated.

Install. If previously contracted or listed on the Work Order or Estimate, the FPI Install Addendum made a part hereof. Customer agrees to pay FPI the listed amount for the Scope of Work described in the Work Order or Estimate, subject to adjustments and modifications as set forth therein.

Inspections/Testing. If previously contracted or listed on the Work Order or Estimate, the FPI Inspection & Testing Addendum is made a part hereof. Customer agrees to engage FPI to perform inspections and/or testing as described in the Work Order or Estimate at the Premises for a term of 60 months commencing on the date of the first inspection and/or testing performed by FPI. This Agreement shall renew automatically for successive 60 month terms thereafter under the same terms and conditions, unless either party gives written notice of termination to the other at least 60 days prior to the expiration of any term, extension, or renewal. Customer agrees to pay FPI the listed amount annually in advance at the time of execution of this Agreement and thereafter on each anniversary date of this Agreement, subject to adjustments and modifications as set forth therein. Any additional inspections or testing required by industry or authority having jurisdiction (“AHJ”) will be charged at then-current FPI rates.

The below Master Service Agreement and accompanying addenda apply only to the work being completed or proposed by Fire Protection, Inc. that falls within the particular scope of work listed on the Work Order or Estimate.

1. Limited Warranty. Unless otherwise required by law or expressly provided elsewhere in this Agreement, FPI’s warranty on equipment and materials installed by FPI shall be limited to one-year after installation of the equipment and materials, during which time FPI will repair or, at its option, replace any defective equipment or materials installed by FPI, at no charge to Customer. FPI will use new or functionally operative parts for replacements. Unless otherwise required by law or expressly provided elsewhere in this Agreement, FPI’s warranty on labor performed by FPI shall be limited to the 90-day period after performance of the labor, during which time FPI shall re-perform warrantied labor at no charge to Customer. This limited warranty is for Customer’s benefit only and may not be enforced by any third party. Equipment owned by FPI, batteries, and other consumable products are excluded from any warranty.
2. Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED IN WRITING IN THIS AGREEMENT, FPI MAKES NO GUARANTEE OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, FPI HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF ANY KIND OR TYPE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE. CUSTOMER FURTHER UNDERSTANDS AND AGREES THAT FPI MAKES NO EXPRESS WARRANTIES, OTHER THAN THOSE SET FORTH IN WRITING IN THIS AGREEMENT, AS TO THE SERVICES RENDERED OR EQUIPMENT AND THAT NO REPRESENTATIVE OF FPI HAS ANY AUTHORITY TO MAKE ANY WARRANTIES OR OTHERWISE VARY THE TERMS OF THIS AGREEMENT. SERVICES AND EQUIPMENT PROVIDED BY FPI CANNOT ELIMINATE OCCURRENCES OR CONSEQUENCES OF THE EVENTS THEY ARE INTENDED TO DETECT OR AVERT, INCLUDING, BUT NOT LIMITED TO, FIRES, FLOODS, BURGLARIES OR ROBBERIES.
3. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AGREES THAT, SHOULD THERE ARISE ANY LIABILITY ON THE PART OF FPI AS A RESULT OF FPI’S BREACH OF CONTRACT, NEGLIGENT PERFORMANCE TO ANY DEGREE OR NEGLIGENT FAILURE TO PERFORM ANY OF FPI’S OBLIGATIONS PURSUANT TO THIS AGREEMENT OR ANY OTHER LEGAL DUTY, EQUIPMENT FAILURE, HUMAN ERROR, OR STRICT PRODUCTS LIABILITY, WHETHER ECONOMIC OR NON-ECONOMIC, IN CONTRACT OR IN TORT, THAT FPI’S LIABILITY SHALL BE LIMITED TO $1000.00 OR 10% OF THE FEES DUE TO FPI PURSUANT TO THIS AGREEMENT, WHICHEVER IS LESS. UNDER NO CIRCUMSTANCES SHALL FPI BE LIABLE TO CUSTOMER FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM OR RELATED TO THE USE, LOSS OF USE, PERFORMANCE, OR FAILURE TO PERFORM. IF CUSTOMER WISHES TO INCREASE THE AMOUNT OF FPI’S LIMITATION OF LIABILITY, CUSTOMER MAY, AS A MATTER OF RIGHT, AT ANY TIME, BY ENTERING INTO A SUPPLEMENTAL AGREEMENT, OBTAIN A HIGHER LIMIT BY PAYING AN AMOUNT, AS DETERMINED BY FPI, CONSONANT WITH FPI’S INCREASED LIABILITY.
4. Waiver of Subrogation. CUSTOMER ACKNOWLEDGES THAT FPI IS NOT AN INSURER AGAINST LOSS OR DAMAGE THAT MAY BE SUFFERED BY CUSTOMER. SUFFICIENT PROPERTY AND BODILY INJURY INSURANCE SHALL BE OBTAINED BY AND IS THE SOLE RESPONSIBILITY OF CUSTOMER. CUSTOMER AGREES TO RELY EXCLUSIVELY ON CUSTOMER’S INSURER TO RECOVER FOR BODILY INJURIES OR PROPERTY DAMAGE IN THE EVENT OF ANY LOSS OR INJURY TO THE PREMISES, PERSONS OR PROPERTY THEREIN. CUSTOMER DOES HEREBY, FOR ITSELF AND ALL OTHERS CLAIMING BY OR THROUGH IT, UNDER THIS AGREEMENT, RELEASE AND DISCHARGE FPI FROM AND AGAINST ALL DAMAGES, COSTS OR EXPENSES COVERED BY CUSTOMER’S INSURANCE, IT BEING EXPRESSLY AGREED AND UNDERSTOOD THAT NO INSURANCE COMPANY, INSURER, SURETY OR OTHER ENTITY/INDIVIDUAL WILL HAVE ANY RIGHT OF SUBROGATION AGAINST FPI OR ANY EMPLOYEE, AGENT, OFFICER, DIRECTOR, SHAREHOLDER, AFFILIATE OR INDEPENDENT CONTRACTOR OF FPI. CUSTOMER RELEASES AND WAIVES FOR ITSELF, ITS INSURER(S) AND ALL THOSE CLAIMING UNDER OR THROUGH CUSTOMER, ALL RIGHTS OF SUBROGATION AND OTHER RIGHTS TO RECOVER AGAINST FPI ARISING OUT OF THE PAYMENT OF ANY CLAIM FOR LOSS, DAMAGE OR INJURY.
5. Indemnity. CUSTOMER AGREES TO AND SHALL DEFEND, ADVANCE EXPENSES FOR LITIGATION AND ARBITRATION, INCLUDING INVESTIGATION, LEGAL AND EXPERT WITNESS FEES, INDEMNIFY AND HOLD HARMLESS FPI, ITS EMPLOYEES, AGENTS AND SUBCONTRACTORS, FROM AND AGAINST ALL CLAIMS, LAWSUITS, INCLUDING THOSE BROUGHT BY THIRD PARTIES, INCLUDING REASONABLE ATTORNEYS’ FEES AND LOSSES ASSERTED AGAINST AND ALLEGED TO BE CAUSED BY FPI’S PERFORMANCE, NEGLIGENT PERFORMANCE, OR FAILURE TO PERFORM ANY OBLIGATION UNDER OR IN FURTHERANCE OF THIS AGREEMENT OR FAILURE TO DETECT, MITIGATE OR RESPOND TO ALARM OR NOTIFICATION.
6. Customer’s NFPA Duties. Customer has a duty to be familiar with their responsibilities and obligations set forth in National Fire Protection Association (“NFPA”) codes and standards and to adhere to the same. Pursuant to NFPA codes and standards, the building/property owner or owner’s representative is responsible for certain inspection, testing, and maintenance (“ITM”) of fire alarms and fire protection systems, as well as correcting deficiencies. In some cases, the building/property owner may delegate their authority and responsibilities to others. If the customer is not the building/property owner, the customer represents and warrants that the building/property owner has authorized and delegated to customer, in writing, responsibilities with respect to ITM and customer acknowledges the same. Upon request by FPI, Customer shall provide FPI with copies of documentation confirming such authorization and delegation.
7. Rate Increases. The pricing to be paid by Customer in this Agreement is based on current pricing by FPI’s suppliers and vendors. In view of supply shortages and inflation, FPI shall be permitted to increase monthly, quarterly or annual rates, as applicable, on any anniversary date of this Agreement by an amount not to exceed the greater of six percent (6%) each year or the percent equal to the most recent 12-month percentage change in CPI-U for all items, published by the U.S. Bureau of Labor Statistics, Seattle-Tacoma-Bellevue Metropolitan Area, not seasonally adjusted, 1982-1984 = 100. Additionally, in the event that any FPI subcontractor, supplier and/or vendor increases FPI’s cost of any equipment, materials or services to be provided by FPI to Customer, Customer agrees to pay a proportionate increase for the same.
8. FPI’S Right to Subcontract Services. Customer agrees that FPI is authorized and permitted to subcontract any services to be provided by FPI to third parties who may be independent of FPI, and that FPI shall not be liable for any loss or damage sustained by Customer by reason of fire or any other cause whatsoever caused by the negligence of third parties and that Customer appoints FPI to act as Customer’s agent with respect to such third parties, except that FPI shall not obligate Customer to make any payments to such third parties. Customer acknowledges that this Agreement, and particularly those paragraphs relating to FPI’s disclaimer of warranties, exemption from liability, subrogation, limitation of liability and indemnification, inure to the benefit of and are applicable to any assignees, subcontractors, manufacturers, vendors and monitoring center of FPI.
9. Actions By Others. In no event shall FPI be liable for any damage, loss, injury, or any other claim arising from any servicing, alterations, modifications, changes, failure to maintain or movements of any system, component parts or equipment (collectively, “System”) by the Customer or any third party. Customer shall not, nor shall Customer allow any third party, to tamper with, remove or otherwise interfere with any System installed by FPI. Systems installed by FPI shall remain in the same location as installed and Customer agrees to bear the cost of repairs, replacement, relocation or additions to any System made necessary as a result of any painting, alteration, remodeling or damage, lightning or electrical surge, or otherwise, unless specifically covered by FPI’s limited warranty provided hereunder.
10. Ownership/Nature of Equipment. Any communicator and/or wireless transmission equipment installed and/or provided by FPI shall remain the property of FPI, shall remain personal property in nature and shall not be considered or deemed a fixture, or an addition to, alteration, conversion, improvement, modernization, remodeling, repair or replacement of any part of the realty, and Customer shall not permit the attachment thereto of any device not furnished by FPI. Upon termination of service, FPI may remove, disable or abandon all or any of the equipment owned by FPI, and if removed, the service shall be performed at FPI’s then-current service rates and customer shall pay the same when billed. FPI is not responsible for any repairs required as a result of equipment removal.
11. Existing Systems. Where FPI provides material or equipment that is connected to an existing System, any deficiencies detected in the existing System during testing or charging of the System are solely the responsibility of the Customer and are not covered by any limited warranty. Customer hereby indemnifies and releases FPI from any and all claims arising out of or relating to any existing System and any damage, loss or injury caused by or to the existing System. FPI makes no warranty as to the quality of work performed by others, nor as to the functionality, design or code compliance of any existing System. Unless Customer notifies FPI otherwise, FPI assumes existing Systems installed by others are in good working condition and have been maintained by the Customer per applicable codes and standards. FPI makes no warranties, express or implied, regarding the adequacy, performance or condition of any existing System installed by others.
12. Water Supply. FPI makes no claims and/or representations as to the presence currently or in the future of corrosion inducing matter, i.e. microbiological organisms, contained within the water supply. FPI recommends that the water supply be periodically tested and, as needed, treated. Periodic testing and treatment of the water supply and all costs associated therewith are the sole responsibility of Customer. Any such testing by FPI shall be pursuant to a separate written agreement.
13. Alteration of Premises. FPI is authorized to make preparations such as drilling holes, driving nails, making attachments or doing any other thing necessary in FPI’s sole discretion (subject to governing code requirements) for the installation and service of any System. FPI shall not be responsible for the condition of the Premises upon removal of any System.
14. Testing of Systems. Systems at the Premises are in the exclusive possession and control of the Customer, and it is Customer’s sole responsibility to test the operation of Systems and to notify FPI if any System is in need of service or repair.
15. Repairs and Service. Unless agreed otherwise in writing, FPI shall not be required to service or repair any System, whether under warranty or not, until FPI has received a request for repairs or service from Customer during normal business hours, and upon such request and acceptance of the request by FPI, FPI shall, schedule the service or repair, to the best of its ability during normal business hours, Monday through Friday, 8 a.m. to 5 p.m., exclusive of legal holidays.
16. Force Majeure. FPI shall not be liable for any damage or loss sustained by Customer as a result of delay in delivery and/or installation of any System, equipment failure, or for interruption of service due to electric failure, strikes, walk-outs, war, acts of God, public health emergency or other causes beyond the control of FPI, and FPI will not be required to provide services to Customer while any such cause may continue. Any estimated date by which work is to be substantially completed is not a definite completion date. In the event the work is delayed through no fault of FPI, FPI shall have such additional time for performance as may be reasonably necessary under the circumstances.
17. Customer’s Duty to Supply Electric and Communication Service. Customer agrees to furnish, at Customer’s expense, all 110-120 Volt AC power, electrical outlet, circuit breaker and dedicated electrical feed, internet connection, high-speed broadband cable or DSL and IP Address, telephone hook-ups, telephone service, as deemed necessary by FPI.
18. Additional Charges. Whether incurred during the term of this Agreement or after termination, Customer is responsible for all construction/alarm use permit fees; all directly or indirectly imposed false alarm fines, fees or charges; all telephone or signal transmission company charges and any increased thereof; and all other assessments, fees and charges related to any alarm System. FPI shall have no liability for permit fees, false alarms, false alarm fines, fire response, any damage to personal or real property or personal injury caused by fire department response to alarm, whether false alarm or otherwise, or the refusal of the fire department to respond. In the event of termination of fire response by the fire department this Agreement shall nevertheless remain in full force and Customer shall remain liable for all payments provided for herein. Should FPI be required to perform any service or furnish or replace any System or material not specifically covered by the terms of this Agreement, because of change in existing or hereafter enacted law, change in technology, obsoleteness or manufacturer’s end of life, Customer agrees to pay FPI for such service or material on a time and material basis at FPI’s then-current rates.
19. Exclusions. Unless expressly indicated otherwise in this Agreement, the following are not included: permit fees, ordinance/filing fees, dedicated power, knox-box, caulking, conduit, penetrations, core drilling, cutting/painting/patching, off-hours work, prevailing wage rates, panel replacement/upgrade, 3rd party programming fees, plenum space, any/all demo, phone lines/RJ31X, duct detectors/combination fire-smoke dampers/door holders and/or connections to, underground work/pull string, smoke detector sensitivity testing, lift rental, phased occupancy/TCO, smoke control system, OCIP costs, and tax. Any additional parts, labor or service required by the authority having jurisdiction (“AHJ”) will be added to charges. Prices offered by FPI are only valid for a period of 30 days after FPI has presented Agreement or Estimate to the Customer and is subject to change thereafter. Customer’s execution of this Agreement more than 30 days after FPI has presented this Agreement or Estimate to the Customer shall not be binding unless FPI agrees otherwise.
20. Cancellation of Scheduled Work. Customer may incur a cancellation fee for cancellation by Customer within 24 business hours of any scheduled work by FPI.
21. Assignment. Customer shall not be permitted to assign this Agreement without written consent of FPI. An “assignment” includes, but is not limited to, any transfer in connection with a merger, acquisition, or sale of all or substantially all of the assets of Customer, or the sale of 25% or more of the ownership interest in Customer. FPI shall have the right to assign this Agreement to a company licensed to perform the services and shall be relieved of any obligations created herein upon such assignment.
22. Venue, Jurisdiction and Attorney’s Fees. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule (whether of the State of Washington or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Washington. Exclusive venue and jurisdiction shall be with the Snohomish County Superior Court. In the event that any proceeding is commenced to enforce or interpret the terms of this Agreement, the prevailing party shall be awarded their reasonable attorneys’ fees and costs incurred in connection therewith. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action, or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action, or proceeding brought in such court has been brought in an inconvenient forum.
23. Waiver of Jury Trial. BOTH PARTIES HEREBY WAIVE ANY RIGHTS TO A JURY TRIAL IN ANY JUDICIAL ACTION BROUGHT BY EITHER PARTY WHICH RELATES IN ANY WAY TO THIS AGREEMENT (WHETHER BASED UPON CONTRACT, NEGLIGENCE OR OTHERWISE).
24. Severability. In the event that any provision of this Agreement is held to be void, unlawful or unenforceable, then that provision shall be deemed severed and the remaining portion of this Agreement shall be enforced as fully as possible to accomplish the objectives of the Parties stated herein.
25. Limitation On Action. BOTH PARTIES HEREBY AGREE THAT NO SUIT OR ACTION THAT RELATES IN ANY WAY TO THIS AGREEMENT (WHETHER BASED UPON CONTRACT, NEGLIGENCE OR OTHERWISE) SHALL BE BROUGHT AGAINST THE OTHER MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION THEREFOR.
26. Liquidated Damages. The parties agree that due to the nature of the services to be provided by FPI, the payments to be made by the Customer for the term of this Agreement form an integral part of FPI’s anticipated profits; that in the event of Customer’s default it would be difficult if not impossible to fix FPI’s actual damages. Therefore, in the event Customer defaults in any payment or charges to be paid to FPI, Customer shall be immediately liable for any unpaid services and invoiced charges plus 85% of the balance of all payments for the entire term of this Agreement as LIQUIDATED DAMAGES. Upon suspension or termination of services FPI will notify Customer of such termination. FPI is authorized to notify Customer by email, First Class Mail delivered by the US Postal Service or text message to Customer’s cell phone.
27. Default by Customer. In the event of Customer’s default in performance of this Agreement FPI may, without prior notice, suspend or terminate its services and shall be permitted to terminate all its services under this Agreement and deactivate any Systems without relieving Customer of any obligation herein and may notify AHJ of termination. If Customer fails to make any payment when due or to honor any other term or condition of this Contract, FPI may repossess its equipment and/or disable any Systems without notice. Customer will grant FPI access to the premises and allow it to repossess or disable FPI’s equipment. FPI has no liability if it stops providing services and repossesses its equipment and/or disables any System. FPI is not required to repair Customer’s Premises as a result of repossessing and/or disabling any System. In addition to these remedies, FPI does not waive, and retains the right to exercise, any other legal remedy available. In the event that any amount due to FPI pursuant to this Agreement remains unpaid for more than 30 days, the unpaid balance shall accrue interest at the rate of 18% per annum or the highest rate allowed by law, whichever is less.
28. Future Service. Customer may, from time to time, request additional services not explicitly outlined in the initial Agreement (“Future Services”). Such Future Services shall be considered within the scope of this Agreement and subject to the same terms and conditions, unless otherwise agreed in writing by both parties. If either party desires to modify the terms specifically for any Future Services, such modifications must be agreed upon in writing. In the absence of such a written modification, the original terms and conditions of this Agreement and any applicable addenda shall govern all Future Services.
29. Full Agreement. This Agreement, along with any applicable addenda constitutes the full understanding of the Parties and may not be amended or modified, except in a writing signed by both parties.
30. Acceptance By Customer. The representative identified in the Work Order or Estimate represents and warrants that they have authority to enter into this Agreement, including any addenda, on behalf of the Customer, that they have read and understand the entirety of this Agreement, that the acceptance and delivery of this Agreement, including any addenda, has been duly authorized by Customer, and that upon such acceptance and delivery, this Agreement, including any addenda, shall be binding upon and enforceable against Customer. Acceptance of this Agreement and any addenda may be confirmed in multiple ways, including but not limited to: (1) Signing this Agreement and/or addenda electronically, (2) Issuing a purchase order (“PO”) or similar Customer-produced form to FPI for services following receipt of this Agreement and/or addenda, (3) Sending written acceptance, whether via email, fax or any other written communication, and/or (4) Beginning or continuing to engage with FPI’s services after receiving this Agreement and/or addenda. By accepting these terms through any of the methods listed above, Customer agrees to be bound by the conditions and terms set forth in this Agreement and any addenda as though Customer signed a physical copy.

INSPECTIONS AND TESTING ADDENDUM

1. Scope of Work. FPI will provide the work outlined in the Work Order or Estimate (the “Work”).
2. Scope of Inspection. The inspection and testing services provided by this Agreement are designed to determine the functionality of the inspected Systems at the time of the inspection/test. Unless otherwise agreed in writing, the inspection and testing provided under this Agreement do not include: maintenance, repairs, alterations, or replacement of parts or any other field adjustments; daily, weekly or monthly inspection requirements and/or maintenance per National Fire Protection Association (“NFPA”) Standards 25 & 72 (“NFPA 25 & 72”); obstruction investigation or prevention; fire pump maintenance; testing of fire hoses; freeze plug inspection; or internal pipe inspection. The inspections and testing provided under this Agreement are NOT a system survey or engineering analysis of the System(s), its installation and/or its design. Any suggested improvements itemized on an inspection and/or testing report does not constitute an engineering review as such items are not part of the NFPA required inspection and test, although such items may be noted as an inspection observation. Inspection and testing services under this Agreement are not intended to reveal design or installation flaws or code compliance violations. FPI makes no guarantee or assurance that all defects or deficiencies in the Systems have been, or will be, identified and itemized. FPI is not required to move personal property, equipment, walls, ceilings or like materials which may impede access or limit visibility. The services hereunder do NOT include the inspection of any System(s) that are latent or concealed. Unless otherwise agreed in writing, Customer is responsible for all applicable NFPA 25 and 72 line items requiring test and inspection in intervals more or less frequent than an annual testing frequency, including but not limited to the test and inspection of items such as, smoke detector sensitivity, fire sprinkler heads, three-year and five-year inspections, sound pressures, etc.

3. Inspection Notification. Prior to FPI performing any tests, the Customer must notify any alarm monitoring company, the local fire department, all occupants and tenants. If applicable, when FPI performs final fire inspection and/or testing for the monitoring take over, if system devices or panels are deficient, FPI will provide Customer with a written proposal for service and/or repairs.

4. NFPA 25 and 72. Customer has reviewed and is familiar with the NFPA 25 & 72 and understands the requirements and consequences of failure to comply with the requirements therein. Customer shall comply with the requirements of NFPA 25 & 72. Customer is responsible for maintaining all fire protection Systems and all alarm Systems in good, working order as outlined in the applicable NFPA Standards and any and all local rules, codes or standards applicable to the jurisdiction where the System(s) is/are located.

5. Customer’s Duties. Customer understands and acknowledges it is responsible to maintain the fire protection system(s) in accordance with applicable NFPA Standards and any and all state or local rules, codes, statutes and other regulatory requirements, including, without limitation, the timing and performance of all inspections and tests required by any such authorities. Customer is solely responsible for facilitating the scheduling of all inspections and tests and providing access to all areas. An authorized representative of Customer shall be present to provide access and must be present during entry, inspection and/or testing that takes place within any dwelling unit. It is the Customer’s responsibility to select, acquire and place fire extinguishers, as well as ensure that inspection, testing, maintenance and recharging of fire extinguishers occurs at appropriate intervals.

6. Additional Equipment. In the event that any additional System is installed or the Systems are modified after the date of this Agreement, the annual inspection and/or test charge shall be increased in accordance with FPI’s prevailing rates as of the first inspection and/or test of the additional System and/or modified System.

7. Water Discharge. Customer must provide sufficient and readily accessible means to accept and/or discharge the full flow of water that may be required by tests as determined by the type of inspection. FPI shall not be liable for any damage that may result from the discharge of water into or onto areas of landscaping, decorative pavement, etc. Customer accepts all liability arising out of or relating to water discharge.
8. Location of Devices. Customer is responsible for locating and/or identifying and providing access to all devices that are not visibly marked, such as duct detectors, damper controls, drum drips, low point drains, etc.

9. Dry Pipe System. Customer is aware that dry pipe sprinkler systems must be drained after each operation of the dry valve to remove water from the System as residual water may freeze, cause damage to the pipes or other components, and cause significant water damage to the Premises and property therein. During the inspection and testing of dry pipe systems, FPI will utilize all accessible low point auxiliary drains and/or drum drips so that the residual water can be drained. The possibility exists that a pipe/system may freeze under certain conditions and cause damage to the system and surrounding areas. It is Customer’s obligation to monitor and address such a situation before a pipe/system freezes. FPI shall not be liable for any damage that may result from a freezing event.

10. Duct Detector. If testing of Duct Detectors is included in this Agreement, the testing of the Duct Detectors will be limited to testing at floor level using approved smoke devices to test the entry of smoke into the sensing chamber of the Duct Detector head and through the use of remote testing key switches unless otherwise specified in the Agreement. Unless otherwise agreed in writing, testing of the air flow across the sampling tube is not included in this Agreement.

11. Attics. If any System being inspected and/or tested is accessed through or in an attic space, FPI shall only inspect and/or test those Systems that are safely visible and accessible from a floored area of the attic.

12. Fire Extinguishers. If fire extinguisher inspection and/or testing services are included in this Agreement, this section applies. NFPA 10 is the standard for portable fire extinguishers and inspection/testing services related to Customer’s fire extinguishers shall be provided in accordance with NFPA 10. Customer is familiar with NFPA 10, its requirements and Customer’s responsibility and duties pursuant to NFPA 10. Unless otherwise agreed in writing, services provided under this Agreement do not include an analysis or survey of the fire hazard and appropriate selection of fire extinguishers relative to the particular classification of hazards. The scope of any fire extinguisher inspection/testing is limited to the inspection, testing and maintenance (as defined by NFPA 10, Section 3.3.15) of the fire extinguishers in place at Customer’s inspection/testing location. The inspection, testing and maintenance (as defined by NFPA 10, Section 3.3.15) provided pursuant to this Agreement shall be provided on an annual basis only pursuant to NFPA 10, Section 7.3.1.1.1. All other inspections, tests and monitoring required to be performed monthly or more frequently than at one-year intervals shall remain the sole responsibility of Customer unless this Agreement specifically provides for fire extinguisher inspections, tests and services at intervals more frequently than on an annual basis.

13. Authorization to Repair. If during the course of any inspection, test or service, FPI identifies a critical impairment to a life safety System that FPI reasonably believes can be repaired or corrected by FPI at that time, thus avoiding a red tag/fire watch scenario and allowing the System to be left in/put back into service, Customer hereby authorizes FPI to perform such repairs and corrections without further notice or requirement for authorization from Customer. FPI will perform such work at FPI’s then current rates on a time and materials basis.

14. Future Service. Customer may, from time to time, request additional services (“Future Services”). Future Services shall be considered within the scope of this addendum and subject to the same terms and conditions, unless otherwise agreed in writing by both parties. If either party desires to modify the terms specifically for any Future Services, such modifications must be agreed upon in writing. In the absence of such a written modification, the original terms and conditions of the Master Service Agreement and this addendum shall govern all Future Services.

MONITORING ADDENDUM

1. Monitoring Services Provided. FPI or its subcontractor(s), upon receipt of an alarm signal from the Customer’s Premises, and prior to notifying the authorities, shall attempt to verify all signals in accordance with current industry and jurisdictional standards as required by the Authority Having Jurisdiction (“AHJ”), or as may be required by a jurisdictional ordinance. If, after completing this verification process, the alarm signal is not verified as false, FPI or its subcontractor will make every reasonable effort to notify the authorities and/ or the person or persons whose names and telephone numbers have been provided in writing by Customer. FPI and its subcontractors have no other obligations with respect to monitoring services. FPI shall not be obligated to provide monitoring service until it has received: (i) a fully executed copy of this Agreement, (ii) Customer’s completed notification instructions, and (iii) valid test signals from Customer’s alarm system.
2. Contact Information. Customer shall furnish FPI with up-to-date call lists, including the names, addresses, telephone numbers and email addresses of all persons authorized to enter the Premises or be notified in the event of an alarm, and for commercial systems a daily and holiday opening and closing schedule. This information shall be submitted in the manner and form required by FPI and Customer shall promptly update such information in the event of any changes.
3. Other Services. Unless FPI’s Inspection Addendum has expressly been made a part of the Agreement, there are no inspection or repair services included in this Agreement, unless otherwise covered under FPI’s limited warranty.
4. Interruptions in Service. FPI assumes no liability for interruption of monitoring service due to strikes, riots, floods, storms, earthquakes, fires, power failures, insurrection, interruption, or unavailability of telephone, VoIP, Internet, cellular, GPS, video or radio signal transmission service, acts of God, or for any other cause beyond the control of FPI, and FPI will not be required to supply monitoring service to Customer while any such cause may continue. This Agreement may be suspended at FPI’s option should the alarm system, Customer’s Premises, or monitoring facilities become so substantially damaged that further service is impractical.
5. Recording. FPI and/or its designated monitoring center are authorized to record and maintain all data, voice and alarm communications and shall be the exclusive owner of such property. Customer shall inform all employees and interested parties of such.
6. Suspension or Cancellation of Service. Monitoring services may be suspended or cancelled, without notice at the option of FPI, if Customer is in default of this Agreement, if FPI’s designated monitoring center or Customer’s Premises or Systems are destroyed by fire or other catastrophe, or so substantially damaged that it is impractical to continue service, or in the event FPI is unable to render service as a result of any action by any governmental authority or utility.
7. Transmission Lines. Customer acknowledges that the signals from Customer’s alarm system may be transmitted over Customer’s regular telephone service to FPI’s designated monitoring station, and in the event Customer’s telephone service is out of order, disconnected, placed on vacation, or otherwise interrupted, signals from Customer’s alarm system will not be received in FPI’s designated monitoring station during any such interruption in telephone service and the interruption may not be known to FPI. Customer further acknowledges and agrees that telephone company lines are wholly beyond the control and jurisdiction of FPI and are maintained and serviced solely by the applicable telephone company. If radio signal transmission is utilized, Customer acknowledges that radio signal transmission is subject to environmental factors, both natural and man-made that are wholly beyond the control of FPI. Use of radio frequencies are controlled by the Federal Communications Commission (FCC) and changes in rules, regulations and policies may necessitate discontinuing or changing such transmission facilities. VoIP/Internet/Cellular/GPS/Video/Radio/Other: Customer acknowledges that if FPI utilizes signal transmission by VoIP/Internet/Cellular/GPS/Video/Radio/Other that such transmission is subject to factors that may interrupt signals from Customer’s alarm system and will not be received by FPI during any such interruption in these services and may not be known to FPI. Customer further acknowledges and agrees that signals which are transmitted over VoIP/Internet/Cellular/GPS/Video/Radio/Other are wholly beyond the control and jurisdiction of FPI and are maintained and serviced by the applicable service provider. Customer agrees to furnish any necessary VoIP/Internet/Cellular/GPS/Video/Radio/Other connections at Customer’s own expense.
8. Excessive Signals. In the event that the Customer’s account sends excessive signals, FPI may, at its discretion, discontinue services as a result of the Customer’s failure to make the necessary repairs and/or charge Customer. After 48 hours and no correction to the account sending excessive signals, Subscriber authorizes FPI to dispatch a technician on a time and materials basis, at the Customer’s expense, to resolve or further identify the issue causing the excessive signals.
9. Future Service. Customer may, from time to time, request additional services (“Future Services”). Future Services shall be considered within the scope of this addendum and subject to the same terms and conditions, unless otherwise agreed in writing by both parties. If either party desires to modify the terms specifically for any Future Services, such modifications must be agreed upon in writing. In the absence of such a written modification, the original terms and conditions of the Master Service Agreement and this addendum shall govern all Future Services.

INSTALLATION ADDENDUM

1. Scope of Work. FPI will provide the work outlined in the Work Order or Estimate (the “Work”).

2. Pricing. The price for the Work specified herein is provided to Customer on the condition that FPI shall be engaged by the owner or owner’s representative of the Premises to provide monitoring services for a minimum of 60 months, when a new, warrantied fire alarm control panel is being installed by FPI. If Customer is not the owner of the Premises, FPI shall have no obligation to proceed with the Work until the owner of the Premises executes FPI’s Master Service Agreement for monitoring services. The price offered for the Work is only valid for a period of 90 days after FPI has presented this Agreement to the Customer and is subject to change thereafter. Customer’s execution of this Agreement more than 90 days after FPI has presented this Agreement to the Customer shall not be binding unless FPI agrees otherwise.

3. Progress Payments. Unless specifically indicated otherwise, 25% of the installation price plus permit fees are due upon execution, 65% of the installation price is due upon completion of rough-in, and the balance is due on trim. Contract price must be paid to 90% and all past due invoices (if any) must be paid in full prior to FPI scheduling inspection for fire final.

4. Delayed Commencement. In the event that the commencement of FPI’s field work at the Premises occurs more than twelve (12) months from Customer’s execution of this Installation Addendum without the prior written consent of FPI, the Price for the Work shall be increased by an amount not to exceed the greater of ten percent (10%) or the percent equal to the most recent 12-month percentage change in CPI-U for all items, published by the U.S. Bureau of Labor Statistics, Seattle-Tacoma-Bellevue Metropolitan Area, not seasonally adjusted, 1982-1984 = 100.

5. Other Services. Unless FPI’s Inspection Addendum has been made a part of the Agreement, there are no inspection or repair services included in this Agreement, unless otherwise covered under FPI’s limited warranty.

6. Change Orders and Extra Work. “Changed Conditions” shall be deemed to exist when: (i) plans or specifications fail to sufficiently describe the scope of work with reasonable accuracy, or (ii) final plans or specifications involve modifications or changes from the original plans or specifications, or (iii) the conditions of the physical site were not obvious prior to the commencement of work, or (iv) any governmental entity having jurisdiction over the project or any portion thereof imposes any change, revision or additional work/material not original contemplated by the parties. Work relating to Changed Conditions is not included in the pricing. Unless otherwise agreed in writing, all extra work performed by FPI in connection with any Changed Condition shall be calculated on a time and materials basis. FPI may issue written change orders which shall be subject to these terms. Unless otherwise agreed in writing, any work relating to Changed Conditions, including work identified in a written change order, shall be invoiced and payable in full at the time that the subject work is completed.
7. Future Service. Customer may, from time to time, request additional services (“Future Services”). Future Services shall be considered within the scope of this addendum and subject to the same terms and conditions, unless otherwise agreed in writing by both parties. If either party desires to modify the terms specifically for any Future Services, such modifications must be agreed upon in writing. In the absence of such a written modification, the original terms and conditions of the Master Service Agreement and this addendum shall govern all Future Services.