Terms & Conditions                         

DEFINITIONS   

1. “Equipment” means the equipment covered by the Services to be performed under this Agreement, and is identified in the respective work scope attachments under the “Equipment List”. 
2. “Services” means those services and obligations to be undertaken by PSIC in support of CUSTOMER pursuant to this Agreement, as more fully detailed in the attached work scope document(s), which are incorporated herein. 

COVERAGE   

1. CUSTOMER agrees to provide access to all Equipment covered by this Agreement. PSIC will be free to start and stop all primary equipment incidental to the operation of the mechanical, and life safety system(s) as arranged with CUSTOMER’s representative. 
2. It is understood that the repair, replacement, and emergency service provisions apply only to the Equipment included in the attached Equipment List. Repair or replacement of non- maintainable parts of the system such as, but not limited to, piping, unit cabinets, insulating material, electrical wiring, hydronic and pneumatic piping, structural supports and other non-moving parts, is not included under this Agreement. Costs to repair or replace such non-maintainable parts will be the sole responsibility of CUSTOMER. 
3. PSIC will not reload software, nor make repairs or replacements necessitated by reason of negligence, vandalism or misuse of the Equipment by persons other than PSIC or its employees, or caused by lightning, flood or water damage from any source, electrical storm, or other violent weather or by any other cause beyond PSIC control. This clause shall supersede and take precedent over any Emergency Service clause or provision contained elsewhere in this Agreement. 
4. This Agreement assumes that the systems and/or Equipment included in the attached Equipment List are in maintainable condition. If repairs are necessary upon initial inspection, repair charges will be submitted for approval. Should these charges be declined, those non-maintainable items will be eliminated from coverage under this Agreement and the price adjusted accordingly. System equipment deemed to be no longer economically maintainable (obsolete) by PSIC will be identified throughout the term of this agreement and brought to the CUSTOMER’s attention and may be removed from this specific Agreement or coverage type on the equipment identified may be reduced. 
5. Maintenance, repairs, and replacement of Equipment parts and components are limited to restoring to proper working condition. PSIC shall not be obligated to provide replacement software, equipment, components and/or parts that represent a significant betterment or capital improvement to CUSTOMER’S system(s) hereunder. 
6. All non-emergency services under this Agreement will be performed between the hours of 7:00 a.m. - 4:00 p.m. local time Monday through Friday, excluding federal holidays and normal PSIC observed Holidays. If for any reason CUSTOMER requests PSIC to furnish any labor or services outside of the above stated hours, any overtime or other additional expense occasioned thereby, shall be billed to and paid by CUSTOMER except as may be provided under the Emergency Service section or Special Provisions of this Agreement. 
7. CUSTOMER will promptly notify PSIC of any malfunction in the system(s) or Equipment covered under this Agreement comes to CUSTOMER’s attention. 

PRICE, BILLING, AND TERM  

1. CUSTOMER shall pay or cause to be paid to PSIC the full price for the services as specified on the agreement or workorder. PSIC shall submit invoices unless otherwise specified to CUSTOMER in advance for Services to be performed during the subsequent billing period, and payment shall be due within thirty {30) days of the Invoice Date. Payments for Services past ten (10) days shall accrue interest from the due date to the date of payment at a rate of one and one-half percent (1.5%} per month, compounded monthly, or the highest legal rate then allowed. CUSTOMER shall pay all attorney and/or collection fees incurred by PSIC in collecting any past due amounts. Following the initial term of this Agreement as noted on Page 1 of this Agreement and titled, "Term of Agreement”, this Agreement will automatically renew for successive one (1) year periods unless canceled prior to the anniversary date with at least a thirty (30) day written notice issued by the CUSTOMER. Agreements that are automatically renewed beyond the initial term may be subject to a price increase.
2. CANCELLATION FEES:  If for any reason the date and time for any scheduled services needs to be changed, CUSTOMER must contact PSI at least 48 hours in advance of scheduled arrival onsite.  In the event a notice of cancellation has not been received before the required 48 hours, a Cancellation Fee of $250 -or- 50% of the value of the scheduled services (whichever is greater) will be assessed.  PSI reserves the right to require payment of any cancellation fees prior to rescheduling the work.

3. PSIC may adjust the price of this Agreement periodically during the term of this Agreement (either up or down), and CUSTOMER agrees to pay for this increase or decrease in scope of services to the main Agreement between the CUSTOMER and PSIC, if additional systems and equipment are added or deleted to the scope of this Agreement. 
4. CUSTOMER agrees to pay any sales, excise, use or other taxes, now or hereafter levied, which PSIC may be required to pay or collect in connection with this Agreement. 

TERMINATION  

1. CUSTOMER may terminate an Agreement for cause after giving PSIC thirty (30) days advance written notice. 
2. PSIC may terminate this Agreement for cause (including, but not limited to, CUSTOMER’S failure to make payments as agreed herein) after giving CUSTOMER thirty (30) days advance written notice. 

GENERAL TERMS AND CONDITIONS  

1. Assignment and Delegation: CUSTOMER may not assign its rights or delegate its obligations under this Agreement, in whole or in part, without the prior written consent of PSIC. PSIC may assign its right to receive payment to a third party. 
2. CUSTOMER shall be responsible for maintaining all liability and property insurance. No insurer or other third party will have any subrogation rights against PSIC. 
3. Hazardous Materials: CUSTOMER represents and warrants that, except as otherwise disclosed in this in the areas where PSIC will undertake work or provide Services, there are no: (a) materials or substances classified as toxic or hazardous either (i) on or within the walls, floors, ceilings or other structural components or (ii) otherwise located in the work area, including asbestos or presumed asbestos-containing materials, formaldehyde, containers or pipelines containing petroleum products or hazardous substances, etc.; (b) situations subject to special precautions or equipment required by federal, state or local health or safety regulations; or (c) unsafe working conditions. 
4. CUSTOMER SHALL INDEMNIFY AND HOLD PSIC HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND COSTS OF WHATEVER NATURE, INCLUDING BUT NOT LIMITED TO, CONSULTANTS’ AND ATTORNEYS’ FEES, DAMAGES FOR BODILY INJURY AND PROPERTY DAMAGE, FINES, PENALTIES, CLEANUP COSTS AND COSTS ASSOCIATED WITH DELAY OR WORK STOPPAGE, THAT IN ANY WAY RESULTS FROM OR ARISES UNDER SUCH MATERIALS, SITUATIONS OR CONDITIONS, REGARDLESS OF WHETHER CUSTOMER HAS PRE-NOTIFIED PSIC. THIS INDEMNIFICATION SHALL SURVIVE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON. 
5. Warranties and Limitation of Liability: PSIC will replace or repair any product PSIC provides or CUSTOMER procures under this Agreement that fails within the warranty period (Typically one-year) due to defective workmanship or materials. The failure must not result from CUSTOMER’s negligence; or from fire, lightning, water damage, or any other cause beyond PSIC control. This warranty applies to PSIC fabricated and outside-purchased products. The warranty effective date is the date of CUSTOMER acceptance of the product or the date CUSTOMER begins to receive beneficial use of the product, whichever comes first. 
6. THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE, AND PSIC EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES, EQUIPMENT, AND MATERIALS PROVIDED HEREUNDER. PSIC SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM, OR RELATING TO, THIS LIMITED WARRANTY OR ITS BREACH. 
7. PSIC shall not be liable for damages caused by delay or interruption in Services due to fire or flood; corrosive substances in the air or water supply that may enter or otherwise affect sprinkler piping and sprinkler systems including but not limited to biological growth, Calcium Carbonate Deposits and microbiologically influenced corrosion (MIC); strike, lockout, dispute with workmen, inability to obtain material or services, marine transportation issues, war, acts of God or any other cause beyond PSIC reasonable control. Should any part of the system or any Equipment be damaged by fire, water, water leakage, freezing pipes, lightning, acts of God, third parties, or any other cause beyond the control of PSIC, any repairs or replacement shall be paid for by CUSTOMER. 
8. Indemnity and Limitation of Liability: PSIC agrees to indemnify and hold CUSTOMER and its agents and employees harmless from all claims for bodily injury and property damages to the extent such claims result from or arise under PSIC negligent actions or willful misconduct in its performance of the Services. PROVIDED, THAT NOTHING IN THIS ARTICLE SHALL BE CONSTRUED OR UNDERSTOOD TO ALTER THE LIMITATIONS OF LIABILITY CONTAINED IN THIS ARTICLE OR THE INDEMNIFICATION CONTAINED IN SECTION 4. IN NO EVENT SHALL PSIC BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, SPECULATIVE, REMOTE, OR CONSEQUENTIAL DAMAGES ARISING FROM, RELATING TO, OR CONNECTED WITH THE SERVICES, EQUIPMENT, MATERIALS, OR ANY GOODS PROVIDED HEREUNDER. SUCH INDEMNITY OBLIGATION IS VALID ONLY TO THE EXTENT CUSTOMER GIVES PSIC REASONABLY PROMPT NOTICE IN WRITING OF ANY SUCH CLAIMS AND PERMITS PSIC, THROUGH COUNSEL OF ITS CHOICE, TO ANSWER THE CLAIMS AND DEFEND ANY RELATED SUIT. 
9. The parties further agree that PSIC is not an insurer; that the Services purchased herein is designed only to reduce the risk of loss; that CUSTOMER chose the level and scope of services being provided by PSIC from a variety of service options; that PSIC will not be held liable for any loss, in tort or otherwise, which may arise from the failure of the system(s) and/or service(s) or any errors and omissions in the above-referenced specifications. The parties further agree that this Agreement shall not confer any rights on the part of any person or entity not a party hereto, whether as a third-party beneficiary or otherwise. 
10. BECAUSE IT IS IMPOSSIBLE TO ASSESS ACTUAL DAMAGES ARISING FROM THE FAILURE OF A SYSTEM AND/OR SERVICE PROVIDED UNDER THIS AGREEMENT, THE PARTIES AGREE THAT IF ANY LIABILITY IS IMPOSED ON PSIC FOR DAMAGES OR PERSONAL INJURY TO EITHER CUSTOMER OR ANY THIRD PARTY, SUCH LIABILITY SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED THE AMOUNT OF THE ANNUAL SERVICE CHARGE OF THIS AGREEMENT. 

MISCELLANEOUS  

1. Extent of Agreement: Except as and to the extent provided in the Contract, this Agreement represents the entire Agreement between CUSTOMER and PSIC for the Services described herein and supersedes all prior negotiations, representations or Agreements between the Parties related to the Services described herein. 
2. None of the provisions of this Agreement shall be modified, altered, changed or voided by any subsequent document unilaterally issued by CUSTOMER that relates to the subject matter of this Agreement. This Agreement may be amended only by written instrument signed by both Parties. 
3. PSIC shall not be liable for any delay in producing, delivering, installing, or giving advice and technical assistance for any of the equipment or software covered hereunder if such delay shall be due to one or more of the following causes: fire, strike, lockout, dispute with workmen, flood, lightning, accident, delay in transportation, shortage of fuel, inability to obtain material, war, embargo, demand or requirement of the United States or any governmental or war activity, or any other cause whatsoever beyond the reasonable control of PSIC. In addition, PSIC shall not be liable for any delays caused by failure of CUSTOMER, or its agent, or any person or entity not a party hereto, to perform any of its obligations in a timely manner. 

DISPUTE RESOLUTION  

1. This Agreement shall be deemed to be made in Multnomah County, Oregon, regardless of the location of any office or representative of CUSTOMER, or the location of the equipment, or the place of signing by any party. This Agreement will be governed by Oregon law. The venue for any claim arising under this Agreement shall be in Multnomah County, Oregon. 
2. In the event of a dispute regarding the interpretation or enforcement of this Agreement which results in litigation, the prevailing party shall have its attorney’s fees and costs paid by the losing party.