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HomeMy WebLinkAbout2026-263-E-AMS-Marmic Fire & Safety Co. Inc-FY26-27 Fire Alarm System Test & Inspections for Orange County FacilitiesRevised 01/24 1 [Departmental Use Only] TITLE OC Fire Inspetion FY 26-27 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 1st day of June, 2026, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Marmic Fire & Safety Co., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Annual Fire Alarm Test - includes up to 25 initiating devices Complete inspection of the fire alarm system including: fire alarm control panel, smoke detectors, heat detectors, pull stations and notification devices. Test signals sent and verified. *If there are elevators on site, coordinate to have the elevator company on site during our inspection to test elevator devices. *If a lift rental is needed to access any device additional charges will apply. Any device that is not able to be reached with a standard ladder will require lift rental. *When required, report filing fees, permit fees, and taxes on additional parts will be billed additionally at time of service. *Any area/device/room without access or if we are unable to safely access at the scheduled time set by Marmic Fire & Safety will be subject to an additional charge. *When required, batteries will be changed and billed additionally at time of service. Please see quote attached dated 04/07/26 ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider Docusign Envelope ID: D93A35AB-83AD-85C5-8214-F983C4CAF218 Revised 01/24 2 a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits, or addenda. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these Docusign Envelope ID: D93A35AB-83AD-85C5-8214-F983C4CAF218 Revised 01/24 3 matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Annual Fire Alarm Test - includes up to 25 initiating devices Complete inspection of the fire alarm system including: fire alarm control panel, smoke detectors, heat detectors, pull stations and notification devices. Test signals sent and verified. *If there are elevators on site, coordinate to have the elevator company on site during our inspection to test elevator devices. *If a lift rental is needed to access any device additional charges will apply. Any device that is not able to be reached with a standard ladder will require lift rental. *When required, report filing fees, permit fees, and taxes on additional parts will be billed additionally at time of service. *Any area/device/room without access or if we are unable to safely access at the scheduled time set by Marmic Fire & Safety will be subject to an additional charge. *When required, batteries will be changed and billed additionally at time of service. Please see quote attached dated 04/07/26 4. Duration of Services a. Term. The term of this Agreement shall be from 07/1/2026 to 06/30/2027. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 07/01/2026. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Twenty Nine Thousand Five Hundred Thirty Eight Dollars ($29,538.00). Payment for satisfactorily performed Basic Docusign Envelope ID: D93A35AB-83AD-85C5-8214-F983C4CAF218 Revised 01/24 4 Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (AMS) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of NA (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement Docusign Envelope ID: D93A35AB-83AD-85C5-8214-F983C4CAF218 Revised 01/24 5 a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions Docusign Envelope ID: D93A35AB-83AD-85C5-8214-F983C4CAF218 Revised 01/24 6 a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. Docusign Envelope ID: D93A35AB-83AD-85C5-8214-F983C4CAF218 Revised 01/24 7 g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Travis Myren Marmic Fire & Safety P.O. Box 8181 4801 Hargrove Rd Hillsborough, NC 27278 Raleigh, NC 27616 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: D93A35AB-83AD-85C5-8214-F983C4CAF218 Revised 01/24 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Travis Myren By: __________________________________ Ken Jaykus Printed Name and Title Docusign Envelope ID: D93A35AB-83AD-85C5-8214-F983C4CAF218 6/25/20266/30/2026 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Marmic Fire & Safety Co. Inc Vendor Contact Person: Zach Carr Phone: 417-693-2743 Address: 4801 Hargrove Rd Suite 16 City Raleigh State: NC Zip: 27616 Department: AMS Amount: $29,538.00 Purpose: FY26-27 Fire Alarm System Test & Inspections for Orange County Facilities Budget Code(s): 10240320-630000 Vendor # 68865 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 08/18/2025 End Date 10/18/2025 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by AMS Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Docusign Envelope ID: D93A35AB-83AD-85C5-8214-F983C4CAF218 6/24/2026 6/29/2026 6/29/2026 6/29/2026 Revised 01/24 10 Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: D93A35AB-83AD-85C5-8214-F983C4CAF218 Created Date: Apr 7, 2026 Sent By: Ken Jaykus Valid Until: Prepared For: Orange County Hillsborough Office Attention: Eddie Hutter Phone: 919-245-2625 Email: ehutter@orangecountync.gov Account Terms are: Net 30 Terms of Agreement (Years): 1 Year} Type of Agreement: Inspections Deposit: Balance Due: 1014 S Wall Ave Joplin, Missouri 64801 License # 127-001134 License # FSC0248 Proposal Reference: Service Location: 300 West Tryon Street Hillsborough, North Carolina, 27278 Thank you for giving Marmic Fire & Safety the opportunity to provide this estimate for fire and safety services at your location (s). Listed below is the pricing for these services and required maintenance. Please call your sales representative with any questions. Scope of Work: Annual Fire Alarm Inspection for all buildings in the County with FA Systems. Product Name Description List Price Quantity Total Annual Fire Alarm System Inspection Includes the following buildings: Historic Courthouse $1,646.50 Board of Elections $946.50 Blackwood Farms $746.50 Seymour $1,396.50 Human Services $1,196.50 Justice- New Courthouse/Sheriff Dept $1,646.50 Animal Services $1,602.49 Motor-pool $846.50 Commons $696.50 PFAP $846.50 Library $973.00 Parking Deck $921.50 WCOB (West Campus) $1,021.50 Whitted $1,196.50 Passmore Soltys $921.50 Cedar Grove $1,646.50 $ 29,538.49 1 $ 29,538.49 Zoho Sign Document ID: 3099DE57-AYAZML83C5IHCSZR6KNETUYC9JGERWT00QG1MUSG6EODocusign Envelope ID: D93A35AB-83AD-85C5-8214-F983C4CAF218 Sub Total $ 29,538.49 Tax $ 0.00 Grand Total $ 29,538.49 Cedar Grove $1,646.50 RENA $946.50 Central Recreation EMS $971.50 EMS Substation 4 $746.50 Emergency Service $850.00 · Northern Campus Detention $687.50 Northern Campus Back Building (Parks Operation) $687.50 Northern Campus EAC $687.50 510 Elevator $646.50 IT Room $646.50 Waterstone EMS: $846.50 (1) Annual Fire Alarm Test - includes up to 25 initiating devices Complete inspection of the fire alarm system including: fire alarm control panel, smoke detectors, heat detectors, pull stations and notification devices. Test signals sent and verified. *If there are elevators on site, coordinate to have the elevator company on site during our inspection to test elevator devices. *If a lift rental is needed to access any device additional charges will apply. Any device that is not able to be reached with a standard ladder will require lift rental. *When required, report filing fees, permit fees, and taxes on additional parts will be billed additionally at time of service. *Any area/device/room without access or if we are unable to safely access at the scheduled time set by Marmic Fire & Safety will be subject to an additional charge. *When required, batteries will be changed and billed additionally at time of service. Fire Alarm Service Call Included in overall price $ 0.00 30 $ 0.00 The Compliance Engine *Compliance Engine Reporting (per report) *Only applied if required by ordinance. $ 0.00 30 $ 0.00 Product Name Description List Price Quantity Total Zoho Sign Document ID: 3099DE57-AYAZML83C5IHCSZR6KNETUYC9JGERWT00QG1MUSG6EODocusign Envelope ID: D93A35AB-83AD-85C5-8214-F983C4CAF218 TERMS AND CONDITIONS 1. Company shall visually inspect said equipment as shown above at the frequency shown above and shall promptly report to Subscriber all noted or observed conditions or defects requiring repair/replacement. Maintenance or repairs of equipment denoted as deficient during the inspection are not considered part of this agreement and will be repaired or replaced under separate agreement. Service work requested will be performed at standard day work rates under a separate work order. Subscriber gives Company specific authorization under this agreement to perform minor repairs and maintenance up to an additional $150.00. For amounts above $150.00, the Company shall either obtain Subscriber's prior authorization to proceed with additional work or shall furnish the Subscriber with an estimated price before the additional work is performed. If the Fire Alarm Panel fails the battery load test, the technician will replace the batteries if possible at an additional charge to Subscriber. Company will fill out Standard Form of Inspection Report and submit written reports and recommendations to Subscriber of each inspection performed and the results of the inspection. Unless otherwise specified, all inspections will be conducted between Monday & Friday, 7:00a.m. - 4:00p.m. Subscriber subject to a minimum service charge for scheduled inspections canceled without a 24hr notification. 2. In connection with any automatic sprinkler system on Subscribers premises as defined above, Company shall: a. Inspect each control valve in the Subscribers system and leave in its normal open or closed position b. Inspect all fire sprinkler system related equipment as noted above c. Conduct water flow tests at each system main drain d. Conduct water flow tests at each wet-pipe system inspectors test connection e. Maintain water pressure (static and residual) records in order to note and investigate changes f. Conduct trip tests once per year for Dry, Preaction & Deluge valves g. Maintain main drain water pressure (static and residual) records to note and allow investigation of changes h. Visual inspections conducted from floor level of system components concerning the condition of sprinkler heads, branch lines, risers, cross mains, hangers and other related segments of the systems involved in accordance with applicable and adopted NFPA 25 3. In connection with any fire alarm system on Subscribers premises as defined above, Company shall: a. Inspect the Fire Alarm Control Panel and Remote NAC Power Supplies i. Voltage for all loops ii. Panel power and battery test iii. All panel functions and operations b. Functional test of each of the initiating devices listed above c. Activate horn/strobe test verifying each unit is functional d. Verify that signals are received at monitoring center e. Every other year a smoke detector sensitivity test will be completed. 4. In connection with any Kitchen Hood System on Subscribers premises as defined above, Company shall: a. Identify any change in hazard since last visit b. Perform air puff test c. Replace all fusible links d. Proper number and replacement of links per manufacturer's instructions e. Test all detection lines f. Test remote manual release g. Test audio and visual devices h. Check that gas shuts off on actuation of the system i. Check that exhaust fans and make up air shut down on operation of the suppression system j. Proper type of hand portable fire extinguisher available k. Check that the manual pull station is in a path of egress l. Check to see if all filters are in place m. Weigh actuation cartridges against manufacturer specifications n. Check for proper spacing between flames and fryers o. Inspect chemical agent storage cylinder p. Inspect all cylinder hoses 5. In connection with any exit signs or emergency lights on Subscribers premises as defined above, Company shall: a. Perform a 30-second functional test b. Perform a 90 minute battery load test via circuit breakers or battery load tester c. Perform annual visual inspection 6. In connection with any fire extinguishers on Subscriber's premises as defined above, Company shall: a. Location in designated place b. No obstruction to access or visibility c. Fullness determined by weighing or hefting d. Examination for obvious physical damage, corrosion, leakage, or clogged nozzle e. HMIS label in place f. Check shell, nameplate, nozzle/horn, hose assembly, valve locking device, gauge/pressure-indicating device, shell/cylinder valve, nozzle shutoff valve, puncture mechanism, gas cartridge, gas cylinder, wheel/fill cap, non rechargeable shell, carriage/wheels, carrying handle, seals/tamper indicator, hand pump, pressurizing valve, gasket o rings/seals, brackets, gas tube/siphon/pickup tube, safety relief device and pressure regulators Zoho Sign Document ID: 3099DE57-AYAZML83C5IHCSZR6KNETUYC9JGERWT00QG1MUSG6EODocusign Envelope ID: D93A35AB-83AD-85C5-8214-F983C4CAF218 7. In connection with any special hazard system on Subscribers premises as defined above, Company shall: a. Check the agent quantity and pressure of storage tanks b. Inspect and test special hazard systems for proper operation exclusive of a discharge test. Inspect and test all actuating and operating devices in accordance with the system manufacturers recommendations as outlined in the appropriate system design, installation, operation and maintenance manual. c. Inspect and test all visually accessible nozzles for blockage and proper alignment d. Inspect the special hazard system protected enclosure to determine if penetrations or other changes have occurred that could adversely affect agent leakage or change the volume of the hazard or both e. Verify supervisory features of the detection system and any connected auxiliary equipment are operating properly and that the system reports to other building fire alarm or monitoring systems f. Note the date of the most recent hydrostatic test date g. External inspection of storage tank(s) for evidence of corrosion or mechanical damage 8. In connection with any backflow preventer on Subscribers premises as defined above, Company shall: a. Inspect and determine if the backflow device is in service and satisfactory condition b. Inspect backflow preventer control valves for proper position, general condition and accessibility c. Inspect the condition of the backflow preventer, piping, hangars, drains, test ports and related equipment d. Perform a backflow performance test 9. In connection with any foam system on Subscriber's premises as defined above, Company shall: a. Note the general appearance of the system and component parts, checking for mechanical damage or corrosion. b. Inspection all auxiliary equipment in accordance with the manufacturers instructions. c. Check all nameplates for readability. d. Examine piping and supports for mechanical damage or corrosion. e. Check the concentrate fill level. f. Make certain bladder tank valve handles are ring-pinned and sealed in operating positions. g. Conduct Annual Standard Quality Analysis Testing of the Foam h. No foam discharge test will be performed. 10. In connection with any fire pump system on Subscribers premises as defined above, Company shall: a. Check pump suction, discharge & bypass control valves b. Check pressures, circulation relief valves operate and discharge water c. Record Pump starting pressure and stop times d. Record time pump runs after starting, (for auto stop controller) e. Check (adjust) packing glands. Check packing boxes, bearings, pump casing, temperatures f. Check water flow valve g. Pump free from noise vibration h. Perform Pump Churn Test i. Record Pump speed (RPM) j. Suction screens inspected k. Verify Fire pump alarm conditions l. Check gauges m. Check functions Jockey pump sensing and controller n. Record static pressures 11. Company will send one technician to perform an inspection. Assistance from one of the subscribers' staff may be required to perform non-technical duties such as silencing and acknowledging alarms as they are received at the fire alarm panel. If the fire alarm panel does not have a functional one-man walk test, the customer will provide someone to reset the fire alarm panel during the test. For an added charge and at the Subscribers request, the Company can provide additional technicians. Unless otherwise specified, testing is limited to accessible devices, those where access can be obtained without restriction at the scheduled time of the test and does not exceed heights obtainable with a 6' ladder. If a return trip is required due to access problems, it will be billed at our normal prevailing rates. Company may utilize a subcontractor to perform any or all of said inspection. 12. Exclusions: a. The Company is not responsible for confirming that the existing water supply satisfies the current system demand or the system was designed and/or installed correctly at the time of installation. b. Private fire hydrants, public fire hydrants or hydrant flow testing with pitot readings unless included above c. Suppression Systems unless included above d. Fire pump transfer switch e. Confined Space requirements as defined by OSHA unless included above f. Concealed spaces of any type unless included above g. Proper pitch of piping h. Fire extinguisher maintenance and service i. Inspection & Testing frequency requirements, other than test frequencies noted above, as defined in applicable and adopted NFPA Standards. j. Kitchen hood replacement parts k. Exit sign & emergency light replacement parts l. Identification of recalled items m. Any area or condition not accessible to Company during any inspection n. Subscriber is responsible for replenishing any gas or agent that is discharged during test Zoho Sign Document ID: 3099DE57-AYAZML83C5IHCSZR6KNETUYC9JGERWT00QG1MUSG6EODocusign Envelope ID: D93A35AB-83AD-85C5-8214-F983C4CAF218 o. Tank/Vessel inspection unless included above p. Duct detector differential testing unless included above q. Not responsible for shut downs of any type or shunt trip breakers that are not clearly identified by Subscriber prior to inspection r. On the day of the scheduled inspection the Subscriber is responsible for resetting any auxiliary equipment that will be tested during the inspection. i.e. elevators, computers, dampers, etc. s. Performance of the door fan test or CO concentration test t. Replacement of any hoses due for hydrostatic testing u. Foam replacement and/or cleanup of any foam product during service or inspection RESPONSIBILITY OF THE OWNER, MANAGER OR OCCUPANT: 1. The responsibility for properly maintaining the above listed equipment shall be that of the owner of the property. By means of periodic inspections, testing and maintenance, the equipment shall be shown to be in good operating condition and any defects or impairments shall be revealed. The owner, manager, or occupant shall promptly correct or repair deficiencies, damaged parts, or impairments found while performing the inspection & testing of this system. Corrections and repairs shall be performed by qualified personnel or a qualified contractor. 2. Notify all parties that may be affected by alarms initiated during tests. This may include parties such as the building occupants, the fire alarm monitoring company and the public fire service. 3. Implement any fire system impairment management program including the completion of impairment permits and the notification of parties that are to be made aware of fire system impairments. These parties may include the local fire department or insurance companies with insurable interests at the location. 4. Manage and dispose of any water or foam released during tests. 5. This agreement is limited to inspection, testing and services at the time of the visit only and does not eliminate the owners responsibility for maintaining the systems, such as, CHECKING AND DRAINING LOW POINTS, MAINTAINING ADEQUATE HEAT, PROPER LEVELS OF LUBRICANT, ETC. or include maintenance alterations, repairs or replacement of faulty system components. 6. Company shall be admitted into all areas of said premises for the purpose of providing these services. Appropriate notice will be given. If there are devices located in individual spaces, such as apartments or hotel rooms, the owner will provide a maintenance person to go with the technician to open each space or provide a master key to the technician. 7. Have sprinkler system drawings available on site to assist the inspector to identify equipment components so that they can be properly located. Owner is responsible for identifying equipment locations. 8. Any additional sprinkler systems or fire alarm devices relative to this Agreement added to the above premises after the date of agreement acceptance shall be inspected by Company. Subscriber shall pay an additional price commensurate with the usual charges made by Company for inspecting such additional systems at a price agreed upon by both Company and Subscriber. 9. The term of this Agreement shall be continuous, commencing on the date of this Agreement, covering the period until terminated by (30) days written notice by either party to the other after this agreement has been in effect for a minimum of 1 year. 10. Subscriber shall pay the Company in advance, or issue a purchase order for the total amount of the said inspection agreement. Agreement subject to annual cost of material and labor escalation increase. 11. All invoices are due upon receipt and shall bear interest at a rate of 1.5% per month beginning on the 30th day after the invoice date. If the Subscriber fails to pay the full amount due, Company may, at its option, terminate this agreement, and in any event, will not be obligated to perform any additional work until payments past due have been received by Company. Should applicable state law not allow 18% per annum interest on past due invoices, this agreement shall be automatically amended to allow interest at the highest rate permissible under state law governing this agreement. 12. Company shall have the right to sub-contract, in whole or in part, any services contained within this agreement. 13. Subscriber agrees to pay for all jurisdictional fees (permits, water company, fire alarm, fire department, and utility costs) required to perform the testing and inspecting of said system unless specifically included and written into this agreement. 14. In the event of accidental discharge of the suppression agent, Company's liability, with regard to replacing the discharged agent, is limited to the face value of this agreement. 15. Testing & treatment of the water supply, and any costs associated therewith, are not covered by this inspection and/or testing agreement and are the sole responsibility of the Subscriber. Equipment is available that can monitor for conditions that can contribute to internal corrosion inside the water based fire protection system installed in your facility. 16. Company's indemnification obligations are limited to its negligent acts or omissions during the performance of the work covered by this agreement. Zoho Sign Document ID: 3099DE57-AYAZML83C5IHCSZR6KNETUYC9JGERWT00QG1MUSG6EODocusign Envelope ID: D93A35AB-83AD-85C5-8214-F983C4CAF218 17. Any controversy or claim arising out of or related to this Agreement, or breach thereof, shall be settled by mediation, in accordance with the rules of the American Arbitration association. In the event that mediation cannot resolve controversy or claim, the dispute shall be settled by arbitration in accordance with the commercial rules of the American Arbitration Association with a single arbitrator. Discovery shall be limited to exchange of relevant documents and two (2) depositions per side. LIMITATION OF LIABILITY Neither party shall be liable to the other for any special, punitive, exemplary, indirect or consequential damages, or losses for lost revenue or lost profits, whether foreseeable or not, arising out of, or in connection with this agreement. Notwithstanding any provision of this agreement to the contrary, a party's maximum liability to the other party, except indemnity obligations in respect of personal injury, property damage and intellectual property infringement claims and billings for services provided by the Company, under this Agreement shall be limited, in the aggregate, to twice the cost of services to be provided under this agreement. TERM This Contract will continue for three (3) years. Contract will then renew annually for additional (1) year terms. Either party may terminate at the end of a term by giving sixty (60) days written notice before the end of the then current term. Contract term does not restart as locations or regions are added or subtracted throughout the initial term(s). PRICE ADJUSTMENTS Upon each anniversary of the Execution Date, the prices then in effect shall be automatically increased by 5% or the amount of the percentage increase in the Consumer Price Index (CPI) for the most recently available previous twelve-month period, whichever is higher. Company may adjust prices at any time if Customer requests significant changes to the program, service requirements, sales requirements, billing requirements, or report generation that was not contemplated by the parties at the Execution Date. Should Company experience any significant cost increases greater than the CPI that necessitate additional price changes during this Agreement, Company will present Customer with the proposed new prices and explanation for consideration. {{Fullname*}} {{Jobtitle*}} {{Signature*}} {{Signdate*}} Customer Name Customer Job Title Signature Date Signed Zoho Sign Document ID: 3099DE57-AYAZML83C5IHCSZR6KNETUYC9JGERWT00QG1MUSG6EO Docusign Envelope ID: D93A35AB-83AD-85C5-8214-F983C4CAF218 Docusign Envelope ID: D93A35AB-83AD-85C5-8214-F983C4CAF218