SERVICE AGREEMENT
This Service Agreement (the “Agreement”) is by and between ______________ (the “Customer”) and Solomon Safety Wildfire Group LLC or its affiliates, a Delaware limited liability company (the “Service Provider”).
Recitals
A. The Customer desires to engage the Service Provider to provide the Services (as defined below) at the residence or commercial property located at ___________ (the “Property”);
B. The Service Provider has agreed to provide the Services to the Customer on the terms and conditions set out in this Agreement.
Services
The Service Provider is to provide the Customer with the following services at the Property subject to the terms and conditions set out in this Agreement (such services collectively referred to as the “Services”):
Defender I – The Services performed under the Defender I package include:
- General Fire Preparation Services
- a. Annual property assessment for fire mitigation risk
- i. Includes property inspection report delivered to the Customer
- b. Annual application of fire retardant
- i. Sixty (60) mixed gallons applied at the discretion of the Service Provider.
- 1. Each additional thirty (30) mixed gallons used will cost an additional ($450.00)
OR
Defender II – The Services performed under the Defender II package include the Services performed under the Defender I package as well as the following:
Wildfire Monitoring and Readiness
The Property will be monitored by the Service Provider or one of its affiliates or trusted third party vendors for wildfire threats to the land and structures year-round, 24 hours a day, 7 days a week through the use of monitoring software. The Service Provider will to the extent possible maintain crew and equipment available to respond to the Property in the event of any required wildfire response.
Provide red flag patrols (CA)
In the event that the National Weather Service issues a “red flag” warning, alert, notice, or similar communication for the geographic area in which the Property is located, the Service Provider will initiate and maintain for the duration of such “red flag” warning, alert, notice or similar communication an active fire patrol response at the Property. For the avoidance of doubt, red flag patrols or response will only be provided within the state of California.
Wildfire Response
In the event of a wildfire incident requiring response or otherwise as described immediately below, the Service Provider will respond with two wildland firefighters and a Type 6 (or larger) wildland fire engine to the Property. Each fire engine will be equipped with customary equipment necessary to prepare and protect the home during a nearby wildfire to the extent possible. Wildfire response by the Service Provider will be to minimize the comprehensive wildfire threats of ember fallout, radiant heat and direct flame impingement.
Wildfire response by the Service Provider will be initiated by the occurrence of one of the following:
- 1. The request of the Customer.
- 2. The recommendation of a Solomon Safety Wildfire Group or affiliate or trusted third party vendor wildfire analyst; or
- 3. Upon the occurrence of wildfire conditions in which industry best practice dispatch protocol would obligate response to the Property.
In the event that initiation of a wildfire response occurs due to either of (2) or (3) above, the Service Provider will attempt to make contact with the Customer to verify its intention to respond. If the Customer either does not respond or does not communicate its desire to cancel the response within thirty (30) minutes, the Service Provider has discretion to initiate the response at the rate of two thousand five hundred US dollars ($2,500.00) per day in which such response occurs, in addition to the other costs and fees set forth in this Agreement. For the avoidance of doubt, the aforementioned cost of $2,500.00 per day for certain wildfire response scenarios will apply upon the event of any required response and not in connection with any certain defined time at or near the Property.
Service Provider Obligation and Discretion
The Customer agrees that as a result of the dynamic, unpredictable, and dangerous nature of wildfire preparedness and response, no guarantees can be made by the Service Provider relating to (a) fallibility and timeliness of any monitoring and readiness actions, (c) any response actions, or (d) any other element of preparing for or responding to a wildfire incident at the Property. Wildfire response is a complex environment and the Service Provider may be precluded from responding due to a number of factors, including but not limited to property or community access, jurisdictional or dispatch authorization issues, availability of equipment, proximity of firefighters.
The Service Provider will use commercially reasonable efforts in the context of wildfire best practices to meet its obligations under this Agreement at all times. It is the mission and intent of the Service Provider to provide the greatest level of readiness, protection, and preservation of life and property that is possible in the context of any individual incident and the response environment.
Customer Acknowledgments
The Customer acknowledges and agrees to the following with respect to the Property:
- – There are two (2) or fewer structures on the Property, inclusive of the primary residence or commercial structure;
- – Each structure on the Property is seven thousand (7,000) square feet or smaller; and
- – The total acreage of the Property is one (1) acre or smaller.
The Customer acknowledges and agrees that the Service Provider may be required to take certain actions with respect to the Property in order to fulfill its obligations under this Agreement, including but not limited to:
- – Complete removal of flammable or combustible fuels within 10 feet of the home.
- – Application of a fire blocking gel to vulnerable areas.
- – Accessing the roof to remove roof and gutter debris.
- – Taping over vents and openings to prevent ember intrusion.
- – Limbing tree branches that are touching the home, roof, or roofline.
- – Closing windows and doors that could allow embers inside the home.
- – Extinguishing small fires around the property, preventing them from spreading to the home.
- – If the home is impacted by fire, using tools to inspect for hidden embers lodged in eaves and other vulnerable parts of the home.
- – Using available water sources including the Customer’s pool, spa, hose, or other sources for fire preparation and suppression activities.
The Customer acknowledges and agrees that the Service Provider will not be responsible for clean-up of any fire blocking gel applied or replacing any hazardous vegetation removed. The Service Provider will not be responsible for any incidental utility fees associated with any of the foregoing or related activities, including water usage or electrical usage for tools and equipment.
Costs
As consideration for performance of the Services by the Service Provider, the Customer will pay the Service Provider $1,750 for the DEFENDER 1 subscription, or $7,500 for the DEFENDER 2 subscription, as applicable, commencing on the date of this Agreement. Such costs are payable by the Customer on a lump-sum basis within thirty (30) days of the date of this Agreement.
The Customer acknowledges and agrees that all costs or fees set forth in this Agreement are conditioned on the accuracy and completeness of certain information provided by the Customer to the Service Provider during the enrollment process for Services, including but not limited to information relating to the size of the Property, the nature and size of structure(s) on the Property, and information relating to fuel sources on the Property. In the event that any such information provided by the Customer is not accurate or is incomplete, the Service Provider reserves the right to adjust its pricing as necessary in response.
The fees and costs set forth in this Agreement will be subject to an automatic annual upward adjustment equal to the lesser of (x) three percent (3%) or (y) the increase in the regional consumer price index as measured by the United States Bureau of Labor Statistics as of the anniversary date of the original Commencement Date of the Term versus the same date one year prior.
Indemnification
The Customer and the Service Provider each agree to indemnify, defend, and hold harmless the other party from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees and costs) arising out of or related to the performance of this Agreement and its obligations, except to the extent caused by the other party’s gross negligence or willful misconduct.
Term of Agreement
This Agreement will begin today (“Commencement Date”) and will remain in full force and effect for a one (1) year period (“Term”), unless terminated as set forth below. This Agreement shall renew automatically for successive one-year period(s) on the anniversary date of the original Commencement Date of the Term, unless terminated as set forth below.
Termination
If either party seeks termination of this Agreement, the terminating party must provide sixty (60) days written notice to the other party, otherwise this Agreement remains in effect for one full year or longer if renewed as set forth above.
In the event of termination of this Agreement by the Customer pursuant to the terms of this section, the following refunds shall be payable to the Customer:
- – If the Customer has elected Defender I Services and the Services have not been completed, the full price of $1,750.00 will be payable;
- – If the Customer has elected Defender I Services and the Services have been completed, then no refund is payable;
- – If the Customer has elected Defender II Services and the Defender I Services have not been completed, an amount equal to $1,750.00 plus a pro-rated portion of the remaining annual term will be refunded; or
- – If the Customer has elected Defender II Services and the Defender I Services have been completed, an amount equal to a pro-rated portion of the remaining annual term will be refunded.
Affiliate and Vendor Performance
The Customer acknowledges and agrees that the Service Provider may in its sole discretion direct certain of its affiliate entities or trusted third party vendors to perform some or all of the Services. The Service Provider acknowledges and agrees that in the event that one or more of its affiliate entities performs some or all of the Services, the Service Provider will remain fully liable for the terms of this Agreement with respect to such Services.
Governing Law
This Agreement will be governed by the laws of the state where the Property is located.
Limitation of Liability and Release; Section 1542 Waiver; Waiver of Trial by Jury
THE CUSTOMER ACKNOWLEDGES AND AGREES THAT NEITHER THE CUSTOMER NOR ITS SUCCESSORS OR ASSIGNS SHALL HAVE ANY RECOURSE AGAINST THE SERVIE PROVIDER OR ITS AFFILIATE(S) OR ANY MEMBER, OFFICER, DIRECTOR, AGENT, EMPLOYEE, OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON ITS BEHALF IN THE EVENT OF A FIRE, WILDFIRE, DAMAGE OR OTHER DESTRUCTION OF THE PROPERTY OR FOR THE SERVICES DESCRIBED IN THIS AGREEMENT OTHER THAN AS EXPRESSLY SET FORTH HEREIN.
The Customer and the Service Provider agree that the releases and limitation of liability provided for in this Agreement extend to all claims, whether or not claimed or suspected by the parties, or any of them, up to and including the date of the execution hereof, and constitute a waiver of each and all of the provisions of California Civil Code, Section 1542, which reads as follows: SECTION 1542. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
The Service Provider and the Customer, to the extent they may legally do so, hereby expressly waive any right to trial by jury of any claim, demand, action, cause of action, or proceeding arising under or with respect to this Agreement, or in any way connected with, or related to, or incidental to, the dealings of the parties hereto with respect to this Agreement or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and irrespective of whether sounding in contract, tort, or otherwise. To the extent they may legally do so, the Service Provider and the Customer hereby agree that any such claim, demand, action, cause of action, or proceeding shall be decided by a court trial without a jury and that any party hereto may file an original counterpart or a copy of this Paragraph with any court as written evidence of the consent of the other party or parties hereto to waiver of its or their right to trial by jury.
Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements, whether written or oral.
