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HomeMy WebLinkAboutAgreement_General_09/14/2011 SimplexGrinnell Simp /exGrinnell LP BE SAFE. 1830 Park Lane South Jupiter, Florida 33458 Ph: 561- 277 -4193 Fax: 561- 747 -7307 Pkepchar@,SimplexGrinnell.com PROPOSAL AND SERVICE QUOTE AGREEMENT SimplexGrinnell Quote # Salesperson: Date: PK- 110914 -01 Peter Kepchar 9 -14 -11 License No. EF2000580 Customer: Tequesta Village Hall. 1536453 Job Location: 345 Tequesta Dr Tequesta, FL 33469 Ph:561- 575 -5272 Fax:561- 575$245 To (if different from Customer): Customer P.O. # Debra A Telfrin Ph768 -0465 Fax 768 -0697 Dtelfrin @Tequesta.org Russell White 262 -4339 SimplexGrinnell ( "Company "), for and in consideration of the prices herein named, proposes to furnish the work, and /or materials hereinafter described, subject to the terms and conditions of this Agreement. Work if listed will be performed during our normal working hours. SCOPE OF WORK: Replace the Fire alarm panel CPU which is intermittently crashing possibly due to a surge, per our technician Richard. Note: In the event that any additional equipment is needed to perform any of the repairs listed above, the additional equipment will be quoted separately. "This proposal does not include Prevailing Wages in support of federal DBA wage determination." Abatement of any Hazardous material Not Included. Lift if required to perform the above work not included unless noted above. Work will be performed during SG normal working hours. Returns not accepted. Includes $24 fuel charge. Fire watch, 120 volts, Patch and paint if required by others. AHCA requirements if required Not included. Please sign and return to us and we will process your order. Tax Not Included. Payment NET 10❑ NET30M C.O.D.❑ DEPOSIT: $ ❑ Time and Material ❑ Price Not to Exceed $ Fixed Price of $ 1,871 + Tax BALANCE DUE: $ AMEX ❑ MCNisa ❑ Discover ❑ CREDIT CARD # Expiration Date:_ Name on Credit Card (If uwrk under this Agreement is tax exempt, Customer MUST provide exemption certificate.) IMPORTANT NOTICE TO CUSTOMER In accepting this Proposal, Custom er agrees to the terms and conditions contained herein including those on the following page of this Agreement and any attachments or riders attached hereto that contain additional terms and conditions. It is understood that these terms and conditions shall prevail over any variation in terms and conditions on any purchase order or other document that the Custom ermay issue. Any changes in the system requested by the Customer after the execution of this Agreement shall be paid for by the Customer and such changes shall be authorized in writing. ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY, WARRANTY, INDEMNITY AND OTHER CONDITIONS ON THE FOLLOWING PAGE. SIMPLEXGRINNELL LP Customer By: _ By: Authorized Signature Name: MIG Nr9 cG COL4 Z Z® Name: Peter Kepchar Title: ['' Titre: Customer Service Sales � �L�C �" Mf}Nr9f E� Qr;d9RQ IP— 1 ninR1 Pans 1 mnrx_u i P All TERMS AND CONDITIONS 1. Payment Work performed on a time and material basis incident occurred. Such sum shall be complete and OBSOLESCENCE OF THE ITEM OR DUE TO NORMAL shall beat the then - prevailing Company rate for material, labor, exclusive. If Customer desires Company to assume WEAR AND TEAR. THIS AGREEMENT DOES NOT COVER and related items, in effect at the time supplied under this greater liability, the parties shall amend this Agreement by SYSTEMS, EQUIPMENT, COMPONENTS OR PARTS THAT Agreement Further, in the event that this Agreement is attaching a rider setting forth the amount of additional ARE BELOW GRADE, BEHIND WALLS OR OTHER executed on a "price not to exceed" basis, the price to liability and the additional amount payable by the OBSTRUCTIONS OR EXTERIOR TO THE BUILDING, Customer shall be lesser of. 1) the limit price quoted, or 2) the Customer for the assumption by Company of such greater ELECTRICAL WIRING, AND PIPING. actual cumulative billing based on the aforementioned liability, provided however that such rider shall in no way 8. Customer Responsibilities. Customer shall promptly notify prevailing rate. Unless otherwise agreed in writing between the be interpreted to hold Company as an insurer. IN NO Company of any malfunction in the Covered System(s) which parties, Customer shall pay Company within thirty (30) days of EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGE, comes to Customer's attention. This Agreement assumes any the data of this Agreement Customer agrees to pay all taxes, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM existing system(s) are in operational and maintainable permits, and other charges, including but not lira ited to state ANY SERVICING, ALTERATIONS, MODIFICATIONS, condition as of the Agreement date. If, upon initial inspection, and local sales and excise taxes, however designated, levied CHANGES, OR MOVEMENTS OF THE COVERED Company determines that repairs are recommended, repair or based on the service charges pursuant to this Agreement SYSTEM(S) OR ANY OF ITS COMPONENT PARTS BY THE charges will be submitted for approval by Customer's on -site Company shall have the right, at Company's sole discretion, to CUSTOMER OR ANY THIRD PARTY. COMPANY SHALL representative prior to work. Should such repair work be stop performing any Services if Customer fails to make any NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR declined, Company shall be relieved from any and all liability payment when due, until the account is current The CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING arising therefrom. Customer's failure to make payment when due is a material BUT NOT LIMITED TO DAMAGES ARISING FROM THE Customer further agrees to: breach of this Agreement USE, LOSS OF THE USE, PERFORMANCE, OR FAILURE e Provide Company clear access to Covered System(s) to be 2. Pricing. The pricing setforth in this Agreementis based on OF THE COVERED SYSTEM(S) TO PERFORM. The serviced including, if applicable, lift trucks or other the number of devices to be installed and services to be limitations of liability set forth in this Agreement shall equipment needed to reach inaccessible equipment; performed as set forth in the Scope of Work. If the actual inure to the benefit of all parents, subsidiaries and a Supply suitable electrical service, heat heat tracing number of devices installed or services to be performed is affiliates of Company, whether direct or indirect, adequate water supply, and required system schematics greater than that set forth in the Scope of Work, the price will Company's employees, agents, officers and directors. and /or drawings; be increased accordingly. Company may increase prices upon 6. Reciprocal Waiver of Claims (SAFETY Act). Certain of . Notify all required persons, including but not united to notice to the Customer or annually to reflect increases in SimplexGrnnelrs systems and services have received authorities having jurisdiction, employees, and monitoring material and labor costs. Customer agrees to pay all taxes, Certification and /or Designation as Qualified Anti - Terrorism services, of scheduled testing and/or repair of systems; permits, and other charges, including but not limited to federal, Technologies ( "QATT ") under the Support Anti- terrorism by . Provide asafe work environment state and local sales and excise taxes, installation or alarm Fostering Effective Technologies Act of 2002, 6 U.S.C. §§ 441- a In the event of an emergency or Covered System(s) failure, permits, false alarm assessments, or any charges imposed by 444 (the "SAFETY Act'). As required under 6 C.F.R. 25.5 (e), take reasonable precautions to protect against personal any government body, however designated, levied or based on to the maximum extent permitted by law, SimplexGrinnell and injury, death, and /or property damage and continue such the service charges pursuant to this Agreement Customer hereby agree to waive their right to make any clams measures until the Covered System(s) are operational; and 3. Alarm Monitoring Services. Any reference to alarm against the other for any losses, including business interrupflon e Comply with all laws, codes, and regulations pertaining to monitoring services in this Agreement is included for pricing losses, sustained by either party or their respective employees, the equipment and /or services provided under this purposes only. Alarm monitoring services are performed resulting from an activity resulting torn an Act of Terrorism" as agreement pursuant to the terns and conditions of Company's standard defined in 6 C.F.R. 25.2, when QATT have been deployed in g Repair Services (if Selected by Customer). Where alarm monitoring services agreement defense against response to, or recovery from such Act of Customer expressly includes repair, replacement and 4. Code Compliance. Company does not undertake an Terrorism. emergency response services in the Scope of Work, such obligation to inspect for compliance with laws or regulations 7. General Provisions. Customer has selected the service services apply only to the components or equipment of the unless specifically stated in the Scope of Work. Customer level desired after considering and balancing various levels of Covered System(s). Customer agrees to promptly request acknowledges that the Authority Having Jurisdiction (e.g. Fie protection afforded, and their related costs. Customer repair services in the event the System becomes inoperable or Marshal) may establish additional requirements for compliance acknowledges and agrees that by this Agreement Company, otherwise requires repair. The Agreement price does not with local codes. Any addiflonal services or equipment unless specifically stated, does not undertake any obligation to include repairs to the Covered System(s) recommended by required will be provided at an additional cost to Customer. maintain or render Customer's system or equipment as Year Company during the initial inspection, for which Company may 5. Limitation of Liability; Limitations of Remedy. It is 2000 compliant which shall mean, capable of correctly submit independent pricing to customer and as to which understood and agreed by the Customer that Company Is handling the processing of calendar dates before or after Company will not proceed until Customer authorizes such work not an insurer and that insurance coverage, if any, shall be December 31, 1999. All work to be performed by Company will and approves the pricing. Repair or replacement of non - obtained by the Customer and that amounts payable to be performed during normal working hours of normal working maintainable parts of the Covered System(s) including, but not company hereunder are based upon the value of the days (8:00 a.m. — 5:00 p.m., Monday through Friday, excluding limited to, unit cabinets, insulating material, electrical wiring, services and the scope of liability set forth in this Company holidays), as defined by Company, unless additional structural supports, and all other non -moving parts, is not Agreement and are unrelated to the value of the times are specifically described in this Agreement All work included under this Agreement Customer's property and the property of others located on performed unscheduled unless otherwise specified in this 10. System Equipment The purchase of equipment or the premises. Customer agrees to look exclusively to the Agreement Appointnents scheduled for four -hour window. peripheral devices, (including but not limited to smoke Customer's insurer to recover for injuries or damage in the Additional charges may apply for special scheduling requests, detectors, passive infrared detectors, card readers, sprinkler event of any loss or injury and that Customer releases and e.g. working around equipment shutdowns, after hours work. system components, extinguishers and hoses) from Company waives all right of recovery against Company arising by Company will perform the services described in the Scope of shall be subject to the terms and conditions of this Agreement way of subrogation. Company makes no guaranty or Work section ( "Services ") for one or more system(s) or If, in Company's sole judgment any peripheral device or other Warranty, including any implied warranty of equipment as described in the Scope of Work section or the system equipment which is attached to the Covered merchantability or fitness for a particular purpose that listed attachments ( "Covered System(s)' . System(s), whether provided by Company or a third party, equipment or services supplied by Company will detect or The Customer shall promptly notify Company of an y interferes with the proper operation of the Covered System(s), avert occurrences or the consequences therefrom that the malfunction in the Covered System (s) which comes to Customer shall remove or replace such device or equipment equipment or service was designed to detect or avert. Customer's attention. This Agreement assumes the Covered promptly upon notice from Company. Failure of Customer to It is impractical and extremely difficult to fa the actual Systom(s) are in operational and maintainable condition as of remove or replace the device shall constitute a material breach damages, if any, which may proximately result from failure the Agreement date. If, upon initial inspection, Company of this Agreement If Customer adds any third party device or on the part of Company to perform any of its obligations determines that repairs are recommended, repair charges will equipment to the Covered System(s), Company shall not be under this Agreement. Accordingly, Customer agrees that, be subm ifted for approval prior to any work. Should such repair responsible for any damage to or failure of the Covered Company shall be exempt from liability for any loss, work be declined Company shall be relieved from any and all System(s) caused in whole or in part by such device or damage or injury arising directly or Indirectly from liability arising therefrom. UNLESS OTHERWISE SPECIFIED equipment occurrences, or the consequences therefrom, which the IN THIS AGREEMENT, ANY INSPECTION (AND, IF 11. Reports. Where inspection and /or test services are equipment or service was designed to detect or avert. SPECIFIED, TESTING) PROVIDED UNDER THIS selected, such inspection and /or test shall be completed on Should Company be found liable for any loss, damage or AGREEMENT DOES NOT INCLUDE ANY MAINTENANCE, Company's then current Repot form, which shall be given to Injury arising from a failure of the equipment or service in REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS, OR Customer, and, where applicable, Company may submit a copy any respect, Company's liability shall be limited to an ANY FIELD ADJUSTMENTS WHATSOEVER, NOR DOES IT thereof to the local authority having jurisdiction. The Reportand amount equal to the Agreement price (as increased by the INCLUDE THE CORRECTION OF ANY DEFICIENCIES recommendations by Company are only advisory in nature and price for any additional work) or where the time and IDENTIFIED BY COMPANY TO CUSTOMER. COMPANY are Intended to assist Customer in reducing the risk of loss to material payment term is selected, Customer's time and SHALL NOT BE RESPONSIBLE FOR EQUIPMENT FAILURE property by indicating obvious defects or impairments noted to material payments to Company. Where this Agreement OCCURRING WHILE COMPANY IS IN THE PROCESS OF the system and equipment inspected and /or tested. They are covers multiple sites, liability shall be limited to the FOLLOWING ITS INSPECTION TECHNIQUES, WHERE THE not intended to in ply that no other defects or hazards exist or amount of the payments allocable to the site where the FAILURE ALSO RESULTS FROM THE AGE OR Rr:A9RQ /Rev 1 n/nRl pone) rEMM-A C'rnnia rrinndl I P All rinhfa meenerl TERMS AND CONDITIONS that all aspects of the Covered System(s), equipment, and omission of Customer or Company relating in any way to this amount is due and payable, 2) abuse of the System or the components are operational at the fime of inspection. Final Agreement, including but not limited to the Services under this Equipment, 3) dissolution, termination, discontinuance, responsibility for the condition and operation of the Covered Agreement, whether such claims are based upon contract insolvency or business failure of Customer. Upon the System(s), equipmentand components lies with Customer. warranty, tort (including but not limited to active or passive occurrence of an Event of Default Company may pursue one 12. Confined Space. If access to confined space by Company neglgenoB), strict liability or otherwise. Company reserves the or more of the following remedies, 1) disconfinue furnishing is required for the performance of Services, Services shall be right to select outside counsel to represent it in any such Services, 2) by written notice to Customer declare the balance scheduled and performed in accordance with Company's then- action. of unpaid amounts due and to become due under the this current hourly rate. 16. Insurance. Customer shall name Company, its officers, Agreement to be inmediately due and payable, provided that 13. Hazardous Materials. Customer represents that except to employees, agents, subcontractors, suppliers, and all past due amounts shall bear interest at the rate of 1 %% per the extent that Company has been given written notice of the representatives as additional insureds on Customer's general month (18% per year) or the highest amount permitted by law, following hazards prior to the execution of this Agreement to liability and auto liability policies. 3) receive immediate possession of any equipment for which the best of Customer's knowledge there is no: 17. Availability and Cost of Steel, Plastics & Other Customer has not paid. 4) proceed at law or equity to enforce • "Permit confined space," as defined by OSHA, Commodities. Company shall not be responsible for failure to performance by Customer or recover damages for breach of • Risk of infectious disease, provide services, deliver products, or otherwise perform work this Agreement and 5) recover all costs and expenses, • Need for air monitoring, respiratory protection, or other required by this Agreement due to lack of available steel including without limitation reasonable attorneys' fees, in medical risk, products or products made torn plastics or other commodities. connection with enforcing or attempting to enforce this • Asbestos, asbestos - containing material, formaldehyde or (1) In the event Company is unable, after reasonable Agreement other potentially toxic or otherwise hazardous material commercial efforts, to acquire and provide steel products, or 23. One-Year Limitation on Actions; Choice of Law. It is contained in or on the surface of the floors, walls, ceilings, products made from plastics or other commodities, if required agreed that no suit, or cause of action or other proceeding shall insulation or other structural components of the area of any to perform work required by this Agreement, Customer hereby be brought against either party more than one (1) year after the building where work is required to be performed under this agrees that Company may terminate the Agreement, or the accrual of the cause of action or one (1) year after the claim Agreement relevant portion of the Agreement, at no additional cost and arises, whichever is shorter, whether known or unknown when All of the above are hereinafter referred to as "Hazardous without penalty. Customer agrees to pay Company in full for all the claim arises or whether based on tort, contract, or any other Conditions ". work performed up to the time of any such termination. (it) If legal theory. The laws of Massachusetts shall govem the Company shall have the right to rely on the representations Company is able to obtain the steel products or products made validity, enforceability, and interpretation of this Agreement listed above. If hazardous conditions are encountered by from plastics or other commodities, but the price of any of the 24. Assignment Customer may not assign this Agreement Company during the course of Company's work, the discovery products has risen by more than 10% from the date of the bid, without Company's prior written consent Company may assign of such materials shall constitute an event beyond Company's proposal or date Company executed this Agreement, this Agreement b an affiliate without obtaining Customer's control and Company shall have no obligation b further whichever occurred first then Conpanymay pass through that consent perform in the area where the hazardous conditions exist until increase through a reasonable price increase to reflect 25. Entire Agreement The parties intend this Agreement, the area has been made safe by Customer as certified in increased cost of materials. together with any attachments or Riders (collectively the writing by an independent testing agency, and Customer shall 18. Exclusions. This Agreement expressly excludes, without "Agreement) to be the final, complete and exclusive expression pay disruption expenses and re-mobilization expenses as limitation, testing inspection and repair of duct detectors, beam of their Agreement and the terms and conditions thereof. This determined by Company. detectors, and UVIIR equipment; provision of fire watches; Agreement supersedes all prior representations, This Agreement does not provide for the cost of capture, clearing of ice blockage; draining of improperly pitched piping; understandings or agreements between the parties, written or containment or disposal of any hazardous waste materials, or batteries; recharging of chemical suppression systems; oral, and shall constitute the sole terms and conditions of sale hazardous materials, encountered in any of the Covered reloading of, upgrading, and maintaining computer software; for all equipment and services. No waiver, change, or Systems) and /or during performance of the Services. Said making repairs or replacements necessitated by reason of modification of any terms or conditions of this Agreement shall materials shall at all times remain the responsibility and negligence or misuse of components or equipment or changes be binding on Company unless made in writing and signed by property of Customer. Company shall not be responsible for to Customer's premises, vandalism, corrosion (including but an Authorized Representative of Company. the testing, removal or disposal of such hazardous materials. not limited to micro-bacterially induced corrosion ('M IC')), 26. Severability. If any provision of this Agreement is held by 14. Limited Warranty. COMPANY WARRANTS THAT ITS power failure, current fluctuation, failure due to non - Company any court or other competent authority to be void or WORKMANSHIP AND MATERIAL FURNISHED UNDER installation, lightning, electrical storm, or other severe weather, unenforceable in whole or in part this Agreement will confinue THIS AGREEMENT WILL BE FREE FROM DEFECTS FOR A water, accident, fire, acts of God or any other cause external to to be valid as to the other provisions and the remainder of the PERIOD OF NINETY (90) DAYS FROM THE DATE OF the Covered System(s). This Agreement does not cover and affected provision. FURNISHING. Where Company provides product or specifically excludes system upgrades and the replacement of 27. Legal Fees. Company shall be entitled to recover from the equipment of others, Company will warrant the product or obsolete systems, equipment, components or parts. All such Customer all reasonable legal fees incurred in connection with equipment only to the extent warranted by such third services may be provided by Company at Company's sole Company enforcing the terms and conditions of this party. EXCEPT AS EXPRESSLY SET FORTH HEREIN, discretion at an additional charge. If Emergency Services are Agreement COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR expressly included in the scope of work section, the Agreement 28. License Information (Security System Customers): AL IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED price does not include travel expenses. Alabama Electronic Security Board of Licensure 7956 Vaughn WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A 19. Force Majeure. Company shall not be responsible for Road, Rn b 392, Montgomery, Alabama 36116 (334) 264 -9388: PARTICULAR PURPOSE WITH RESPECT TO THE delays or failure to render services due to causes beyond its AR Regulated by Arkansas Board of Private Investigators And SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS control, including but not limited to material shortages, work Private Security Agencies, #1 State Police Plaza Drive, Lille OR EQUIPMENT, IF ANY, SUPPORTED HEREUNDER. stoppages, fires, civil disobedience or unrest severe weather, Rock 72209 (501)618 -8600: CA Alarm company operators are COMPANY MAKES NO WARRANTY OR fire or any other cause beyond the control of Company, licensed and regulated by the Bureau of Security and REPRESENTATION, AND UNDERTAKES NO OBLIGATION 20. Termination. Company may terminate this Agreement Investigative Services, Department of Consumer Affairs, TO ENSURE BY THE SERVICES PERFORMED UNDER inmediately at its sole discretion upon the occurrence of any Sacramento, Ca, 95814. Upon completion of the installation of THIS AGREEMENT, THAT COMPANY'S PRODUCTS OR Event of Default as hereinafter defined. Company may also the alarm system, the alarm company shall thoroughly instruct THE SYSTEMS OR EQUIPMENT OF THE CUSTOMER WILL terminate this Agreement at its sole discretion upon notice to the purchaser in the proper use of the alarm system. Failure by CORRECTLY HANDLE THE PROCESSING OF CALENDAR Customer if Company's performance of its obligations under the licensee, without legal excuse, to substantially commence DATES BEFORE OR AFTER DECEM BER 31,1999. this Agreement becomes impracticable due to obsolescence of work within 20 days from the approxinate dab specified in the 15. Indermity. Customer agrees to indemnify, hold harmless equipmentatCustorner's premises or unavailability of parts. agreement when the work will begin is a violation of the Alarm and defend Company against any and all losses, damages, 21. No Option to Solicit. Customer shall not directly or Company Act NY Licensed by N.Y.S. Department of the State: costs, including expert fees and costs, and expenses including indirectly, on its own behalf or on behalf of any other person, TX Texas Commission on Private Security, 5805 N. Lamar reasonable defense costs, arising from any and all third party business, corporation or entity, solicit or employ any Company Blvd., Austin, 78752 -4422, 512 - 424 -771 O.License numbers claims for personal injury, death, property damage oreconomic employee, or induce any Company employee to leave his or available at www.simplexgrinnell.con or contact your local loss, including specifically any damages resulting from the her employment with Company, for a period of two years after SimplexGrhnell office. exposure of workers to Hazardous Conditions whether or not the termination of this Agreement Customer pre - notifies Company of the existence of said 22• Default An Event of Default shall be 1) failure of the hazardous conditions, arising in any way from any act or Customer to pay any amount within ten (10) days after the crd9Ra [Rc„ l nInnl pa„A q i c All a„tik ­­1