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HomeMy WebLinkAboutAgreement_General_06/10/2013 Simp/ex6rinne// SimplexGrinnell ° BE SAFE. 1830 Park Lane South Jupiter, FL 33458 Tel: 561 -277 -4140 Fax: 561-747-7307 License number: www.simplexgrinnell.com PROPOSAL AND SERVICE AGREEMENT SimplexGrinnell Conhact# Salesperson: Jessica Montoya Date: June 10, 2013 262-JM -061013 -1 License No. Customer Tequesta Village Hall Job Location: 315 Tequesta Drive Tequesta, FL 33469 Invoice To (if different from Customer): Customer P.O. # SimplexGrinnell LP ( "Company "), for and in consideration of the prices herein named, proposes to fumish the work, and /or materials hereinafter described, subject to the terms and conditions of this Agreement. This quote reflects deficiencies identified by our inspector, S. Myrter, during the recent sprinkler inspection SR# 25628288. Deficiency: Upon the inspection, the inspector found no evidence that a "5 -year" Internal Inspection has been completed on the (1) fire sprinkler riser and the gauge is out of date. Also there are (4) painted concealed sprinkler covers in the Council Chambers room and (5) painted concealed sprinkler covers in the lobby and reception area. Scope: Perform an Intemal Investigation of the Fire Sprinkler piping and branch line conditions ( "5- year" Internal Inspection) for the purpose of investigating for the presence of foreign organic and inorganic materials as required per NFPA -25, 14.2 2008ed. This proposal is also for the labor and materials to replace the deficient gauge and (9) painted concealed sprinkler covers. Any additional work needed shall be quoted on a separate quote. Note1: If conditions are uncovered during the investigation that could cause obstructed piping, a separate Obstruction Investigation shall be required per NFPA -25, 14.3 2008ed. This testing is available at an additional cost and a quote will be provided for approval. Note2: If conditions exist that indicate the presence of Microbiologically Induced Corrosion (MIC), MIC testing shall be required per NFPA -25, 14.2.1.2 2008ed. This testing is available at an additional cost and a quote will be provided for approval. Exclusions: Additional requirements that may be requested by the AHJ (Authority Having Jurisdiction); fire watch; full flushing of the system; lift rentals; patching or painting; the replacement of damaged ceiling tiles or ceiling grid; any water damage to contents of building due to trapped water in existing fire sprinkler system or Fire Watches. This proposal also excludes the repair or replacement of any unforeseen parts that are needed to repair failed control valves, risers, system appurtenances, or existing leaking piping found during the inspection. In the case of finding a leaking pipe or piping breakage during the inspection, a quote will be sent for the cost of repair. For any Fire Sprinkler mains found to be CPVC, SimplexGrinnell will need to cut in flushing connections at the ends of the mains which will require a 24 hour cure time for the CPVC glue to set up in order to pressurize system & excludes Fire Watch for this process. This proposal does not include tax. Prevailing Wages in support of federal DBA wage determination. (This Quote is good for 30 days.) _ Scope of Work continued on attached Amendment. Payment NET 10 ❑ NET 30 ❑ C.O.D. ❑ DEPOSIT: $ Time and Material ❑ Price Not to Exceed $ Fined Price of $1075 BALANCE DUE: CUSTOMER ACCEPTANCE In accepting this Agreement, Customer agrees to the terms and conditions contained herein including those on the following page(s) 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 Customer may 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 CONTAINED IN THIS AGREEMENT. This offer shall be void if not accepted in writing within thirty (30) days from the date first set forth above. SIMPLEXGRINNELL LP Customer By: i By: Name: Nl 1Ch0. Name: Jessica Montoya Title: v i kkaz j — MpLn0.�� Title: Service Integrity Rep License No: (if applicable): SG4269 (Rev. 10/08) Page 1 ©2006-8 SimplexGrinnell LP. All rights reserved. TERMS AND CONDITIONS 1. Payment Work performed on a time and material basis material payments to Company. Where this Agreement INCLUDE THE CORRECTION OF ANY DEFICIENCIES shall be at the then - prevailing Company rate for material, labor, covers multiple sites, liability shall be limited to the IDENTIFIED BY COMPANY TO CUSTOMER. COMPANY and related items, in effect at the time supplied under this amount of the payments allocable to the site where the SHALL NOT BE RESPONSIBLE FOR EQUIPMENT FAILURE Agreement Further, in the event that this Agreement is incident occurred. Such sum shall be complete and OCCURRING WHILE COMPANY IS IN THE PROCESS OF executed on a "price not to exceed" basis, the price to exclusive. If Customer desires Company to assume FOLLOWING ITS INSPECTION TECHNIQUES, WHERE THE Customer shall be lesser of: 1) the limit price quoted, or 2) the greater liability, the parties shall amend this Agreement by FAILURE ALSO RESULTS FROM THE AGE OR actual cumulative billing based on the aforementioned attaching a rider setting forth the amount of additional OBSOLESCENCE OF THE ITEM OR DUE TO NORMAL prevailing rate. Unless otherwise agreed in writing between the liability and the additional amount payable by the WEAR AND TEAR THIS AGREEMENT DOES NOT COVER parties, Customer shall pay Company within thirty (30) days of Customer for the assumption by Company of such greater SYSTEMS, EQUIPMENT, COMPONENTS OR PARTS THAT the date of this Agreement Customer agrees to pay all taxes, liability, provided however that such rider shall in no way ARE BELOW GRADE, BEHIND WALLS OR OTHER permits, and other charges, including but not limited to state be interpreted to hold Company as an insurer. IN NO OBSTRUCTIONS OR EXTERIOR TO THE BUILDING, and local sales and excise taxes, however designated, levied EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGE, ELECTRICAL WIRING, AND PIPING. or based on the service charges pursuant to this Agreement LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM B. Customer Responsibilities. Customer gall promptly notify Company shall have the right, at Company's sole discretion, to ANY SERVICING, ALTERATIONS, MODIFICATIONS, Company of any malfunction in the Covered System(s) which stop performing any Services if Customer fails to make any CHANGES, OR MOVEMENTS OF THE COVERED comes to Customer's attention. This Agreement assumes any payment when due, until the account is current The SYSTEM(S) OR ANY OF ITS COMPONENT PARTS BY THE existing system(s) are in operational and maintainable Customer's failure to make payment when due is a material CUSTOMER OR ANY THIRD PARTY. COMPANY SHALL condition as of the Agreement date. If, upon initial 'inspection, breach of this Agreement NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR Company determines that repairs are recommended, repair 2. Pricing. The pricing set forth in this Agreement is based on CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING charges will be submitted for approval by Customer's on -site the number of devices to be installed and services to be BUT NOT LIMITED TO DAMAGES ARISING FROM THE representative prior to work Should such repair work be performed as set forth in the Scope of Work. If the actual USE, LOSS OF THE USE, PERFORMANCE, OR FAILURE declined, Company shall be relieved from any and all liability number of devices installed or services to be performed is OF THE COVERED SYSTEM(S) TO PERFORM. The arising therefrom. greeter than thet set forth in the Scope of Wok, the price will limitations of liability set forth in this Agreement shall Customer further agrees to: be increased accordingly. Company may increase prices upon inure to the benefit of all parents, subsidiaries and . Provide Company dear access to Covered System(s) to be notice to the Customer or annually to reflect increases in affiliates of Company, whether direct or indirect, serviced including, if applicable, lift trucks or other material and labor costs. Customer agrees to pay all taxes, Company's employees, agents, officers and directors. equipment needed to reach inaccessible equipment; permits, and other charges, including but not limited to federal, 6. Reciprocal Waiver of Claims (SAFETY Act). Certain of . Supply suitable electrical service, heat, heat tracing state and local sales and excise taxes, installation or alarm SimplexGrinnell's systems and services have received adequate water supply, and required system schematics permits, false alarm assessments, or any charges imposed by Certification and/or Designation as Qualified Anti-Terrorism and/or drawings; any government body, however designated, levied or based on Technologies ("QATT") under the Support Anti- terrorism by . Notify all required persons, including but not limited to the service charges pursuant to this Agreement Fostering Effective Tech Act of 2002, 6 U.S.C. % 441- authorities having jurisdiction, employees, and monitoring 3. Alarm Monitoring Services. Any reference to alarm 444 (the "SAFETY Acr). As required under 6 C.F.R. 25.5 (e), services, of scheduled testing and/or repair of systems; monitoring services in this Agreement is included for pricing to the maximum extent permitted by law, SimplexGrinneli and . Provide a safe wok environment; purposes only. Alarm monitoring services are perfomred Customer hereby agree to waive their right to make any claims . In the event of an emergency or Covered System(s) failure, pursuant to the terms and conditions of Company's standard against the other for any losses, including business interruption take reasonable utions to rotect alarm monitoring services agreement losses, sustained b either a or their P P against personal n9 g y party respective employees, injury, death, and/or property damage and continue such 4. Code Compliance. Company does not undertake an resulting from an activity resulting from an "Ad of Terrorism" as measures until the Covered System(s) are operational; and obligation to inspect for compliance with laws or regulations defined in 6 C.F.R. 25.2, when QATT have been deployed in 9 Comply with all laws, codes, and regulations pertaining to unless specifically stated in the Scope of Work Customer defense against response to, or recovery from such Act of acknowledges that the Authority Having Jurisdiction (e.g. Fire Terrorism. the equipment and /or services provided under this Marshal) may establish additional requirements for compliance 7. General Provisions. Customer has selected the service agreement 9. Repair Services (if Selected by Customer). Where with local codes. Any additional services or equipment level desired after considering and balancing various levels of Customer expressly includes repair, replacement, and required will be provided at an additional cost to Customer. protection afforded, and their related costs. Customer emergency response services in the Scope of Work, such 5. Limitation of Liability; Limitations of Remedy. it is acknowledges and agrees that by this Agreement, Company, services apply only to the components or equipment of the understood and geed by the Customer that Company is unless specifically stated, does not undertake any obligation to Covered Systems) Customer gees to promptly request not an insurer and that insurance coverage, if arty, shall be maintain or render Customer's system or equipment as Year repair services in the event the System becomes inoperable or obtained by the Customer and that amounts payable to 2000 compliant, which shall mean, capable of correctly otherwise requires repair. The Agreement price does not company hereunder are based upon the value of the handling the processing of calendar dates before or after include repairs to the Covered System(s) recommended by services and the scope of liability set forth in this December 31, 1999. All work to be performed by Company will Company during the initial inspection, for which Company may Agreement and are unrelated to the value of the be performed during normal working hours of normal working submit independent pricing to customer and as to which Customer's property and the property of others located on days (8:00 a.m. — 5:00 p.m., Monday through Friday, excluding Company will not proceed until Customer authorizes such work the premises. Customer agrees to look exclusively to the Company holidays), as defined by Company, unless additional and approves the pricing. Repair or replacement of non - Customer's insurer to recover for injuries or damage in the times are specifically described in this Agreement All work maintainable parts of the Covered System(s) including, but not event of any loss or injury and that Customer releases and performed unscheduled unless otherwise specified in this limited to, unit cabinets, insulating material, electrical wiring, waives all right of recovery against Company arising by Agreement Appointments scheduled for four -hour window. structural supports, and all other non- moving parts, is not way of subrogation. Company makes no guaranty or Additional charges may apply for special scheduling requests, included under this Agreement Warranty, including any implied warranty of e.g. working around equipment shutdowns, after hours wok. 10. System Equipment The purchase of equipment or merchantability or fitness for a particular purpose that Company will perform the services described in the Scope of peripheral devices, (including but not limited to smoke equipment or services supplied by Company will detect or Work section ("Serviced for one or more system(s) or detectors passive Infrared detedors, card readers, sprinkler avert occurrences or the consequences therefrom that the equipment as described in the Scope of Work section or the system components, extinguishers and hoses) from Company equipment or service was designed to detect or avert listed attachments (°Covered Systems) "). shall be subject to the terms and conditions of this Agreement. it is impractical and extremely difficult to fix the actual The Customer shall promptly notify Company of any lf, in Company's sole judgment, any peripheral device or other damages, If any, which may proximately result from failure malfunction in the Covered System(s) which comes to system equipment which is attached to the Covered on the part of Company to perform any of its obligations Customer's attention. This Agreement assumes the Covered Systan(s), whether provided by Company or a third party, under this Agreement Accordingly, Customer agrees that System(s) are in operational and maintainable condition as of interferes with the proper operation of the Covered System(s), Company shall be exempt from liability for any loss, the Agreement date. If, upon initial inspection, Company Customer shall remove or replace such device or equipment damage or injury arising directly or indirectly from determines that repairs are recommended, repair charges will promptly upon notice from Company. Failure of Customer to occurrences, or the consequences therefrom, which the be submitted for approval prior to any work. Should such repair remove or replace the device shall constitute a material breach equipment or service was desired to detect or avert work be declined Company shall be relieved from any and all of this Agreement. If Customer adds any third party device or Should Company be found liable for arty loss, damage or liability arising therefrom. UNLESS OTHERWISE SPECIFIED equipment to the Covered System(s), Company shall not be injury arising from a failure of the equipment or service in IN THIS AGREEMENT, ANY INSPECTION (AND, IF responsible for any damage to or failure of the Covered any respect, Company's liability shall be limited to an SPECIFIED, TESTING) PROVIDED UNDER THIS System(s) caused in whole or in part by such device or amount equal to the Agreement price (as increased by the AGREEMENT DOES NOT INCLUDE ANY MAINTENANCE, equipment price for any additional work) or where the time and REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS, OR 11. Reports. Where inspection and/or test services are material payment term is selected, Customer's time and ANY FIELD ADJUSTMENTS WHATSOEVER, NOR DOES IT selected, such inspection and /or test shall be completed on SG4269 (Rev. 10/08) Page 2 0200&8 SimplexGrinnell LP. All rights reserved. TERMS AND CONDITIONS Company's then current Report form, which shall be given to reasonable defense costs, arising from any and all third party the termination of this Agreement Customer, and, where applicable, Company may submit a copy claims for personal injury, death, property damage or economic 22. Default An Event of Default shall be 1) failure of the thereof to the local authority having jurisdiction. The Report and loss, including specifically any damages resulting from the Customer to pay any amount within ten (10) days after the recommendations by Company are only advisory in nature and exposure of workers to Hazardous Conditions whether or not amount is due and payable, 2) abuse of the System or the are intended to assist Customer in reducing the risk of loss to Customer pre- notifies Company of the existence of said Equipment, 3) dissolution, termination, discontinuance, property by indicating obvious defects or impairments noted to hazardous conditions, arising in any way from any act or insolvency or business failure of Customer. Upon the the system and equipment inspected and /or tested. They are omission of Customer or Company relating in any way to this occurrence of an Event of Default, Company may pursue one not intended to imply that no other defects or hazards exist or Agreement including but not limited to the Services under this or more of the following remedies, 1) discontinue furnishing that all aspects of the Covered System(s), equipment and Agreement whether such claims are based upon contract, Services, 2) by written notice to Customer declare the balance components are operational at the time of inspection. Final warranty, tort (including but not limited to active or passive of unpaid amounts due and to become due under the this responsibility for the condition and operation of the Covered negligence), strict liability or otherwise. Company reserves the Agreement to be immediately due and payable, provided that System(s), equipment and components lies with Customer. right to select outside counsel to represent it in any such all past due amounts shall bear interest at the rate of 1 %% per 12. Confined Space. If access to confined space by Company action. month (18% per year) or the highest amount permitted by law, is required for the performance of Services, Services shall be 16. Insurance. Customer shall name Company, its officers, 3) receive immediate possession of any equipment for which scheduled and performed in accordance with Company's then- employees, agents, subcontractors, suppliers, and Customer has not paid. 4) proceed at law or equity to enforce current hourly rate. representatives as additional insureds on Customer's general performance by Customer or recover damages for breach of 13. Hazardous Materials. Customer represents that, except to liability and auto liability policies. this Agreement and 5) recover all costs and expenses, the extent that Company has been given written notice of the 17. Availability and Cost of Steel, Plastics & Other including without limitation reasonable attorneys' fees, in following hazards prior to the execution of this Agreement, to Commodities. Company shall not be responsible for failure to connection with enforcing or attempting to enforce this the best of Customer's knowledge there is no: provide services, deliver products, or otherwise perform work Agreement • "Permit confined space," as defined by OSHA, required by this Agreement due to lack of available steel 23. One -Year Limitation on Actions; Choice of law. It is • Risk of infectious disease, products or products made from plastics or other commodities. agreed that no suit or cause of action or other proceeding shall • Need for air monitoring, respiratory protection, or other (i) In the event Company is unable, after reasonable be brought against either party more than one (1) year after the medical risk, commercial efforts, to acquire and provide steel products, or accrual of the cause of action or one (1) year after the claim • Asbestos, asbestos - containing material, formaldehyde or products made from plastics or other commodities, if required arises, whichever is shorter, whether known or unknown when other potentially toxic or otherwise hazardous material to perform work required by this Agreement Customer hereby the claim arises or whether based on tort contract or any other contained in or on the surface of the floors, walls, ceilings, agrees that Company may terminate the Agreement or the legal theory. The laws of Massachusetts shall govern the insulation or other structural components of the area of any relevant portion of the Agreement, at no additional cost and validity, enforceability, and interpretation of this Agreement building where work is required to be performed under this without penalty. Customer agrees to pay Company in full for all 24. Assignment Customer may not assign this Agreement A work performed up to the time of any such termination. (ii) If without Company's prior written consent Company may assign All of the above are hereinafter referred to as "Hazardous Company is able to obtain the steel products or products made this Agreement to an affiliate without obtaining Customer's Conditions ". from plastics or other commodities, but the price of any of the consent Company shall have the right to rely on the representations products has risen by more than 10% from the date of the bid, 25. Entire Agreement. The parties intend this Agreenernt listed above. If hazardous conditions are encountered by proposal or date Company executed this Agreement together with any attachments or Riders (collectively the Company during the course of Companys work, the discovery whichever occurred first then Company may pass through that "Agreement) to be the final, complete and exclusive expression of such materials shall constitute an event beyond Company's increase through a reasonable price increase to reflect of their Agreement and the terms and conditions thereof. This control and Company shall have no obligation to further increased cost of materials. Agreement supersedes all prior representations, perform in the area where the hazardous conditions exist until 18. Exclusions. This Agreement expressly excludes, without understandings or agreements between the parties, written or the area has been made safe by Customer as certified in limitation, testing inspection and repair of duct detectors, beam oral, and shall constitute the sole terms and conditions of sale writing by an independent testing agency, and Customer shall detectors, and WAR equipment; provision of fire watches; for all equipment and services. No waiver, change, or pay disruption expenses and re- mobilization expenses as clearing of ice blockage; draining of improperly pitched piping; modification of any terms or conditions of this Agreement shall determined by Company. batteries; recharging of chemical suppression systems; be binding on Company unless made in writing and signed by This Agreement does not provide for the cost of capture, reloading of, upgrading, and maintaining computer software, an Authorized Represertative of Company. containment or disposal of any hazardous waste materials, or making repairs or replacements necessitated by reason of 26. Severability. If any provision of this Agreement is held by hazardous materials, encountered in any of the Covered negligence or misuse of components or equipment or charges any court or other competent authority to be void or System(s) and/or during performance of the Services. Said to Customer's premises, vandalism, corrosion (including but unenforceable in whole or in pat, this Agreement will continue materials shall at all times remain the responsibility and not limited to micro - bacterially induced corrosion ("MIC ")), to be valid as to the other provisions and the remainder of the property of Customer. Company shall not be responsible for power failure, current fluctuation, failure due to non - Company affected provision. the testing, removal or disposal of such hazardous materials. installation, lightning, electrical storm, or other severe weather, 27. Legal Fees. Company shall be entitled to recover from the 14. Limited Warranty. COMPANY WARRANTS THAT ITS water, accident fire, acts of God or any other cause external to Customer all reasonable legal fees incurred in connection with WORKMANSHIP AND MATERIAL FURNISHED UNDER the Covered System(s). This Agreement does not cover and Company enforcing the tern and conditions of this THIS AGREEMENT WILL BE FREE FROM DEFECTS FOR A .specifically excludes system upgrades and the replacement of Agreement PERIOD OF NINETY (90) DAYS FROM THE DATE OF obsolete systems, equipment components or parts. All such 28. License Information (Security System Customers): AL FURNISHING. Where Company provides product or services may be provided by Company at Companys sole Alabama Electronic Security Board of Licensure 7956 Vaughn equipment of others, Company will warrant the product or discretion at an additional charge. If Emergency Services are Road, Pmb 392, Montgomery, Alabama 36116 (334) 264 -9388: equipment only to the extent warranted by such third expressly included in the scope of work section, the Agreement AR Regulated by: Arkansas Board of Private Investigators And party. EXCEPT AS EXPRESSLY SET FORTH HEREIN, price does not include travel expenses. Private Security Agencies, #1 State Police Plaza Drive, Little COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR 19. Force Majeure. Company shall not be responsible for Rock 72209 (501)618 -8600: CA Alarm company operators are IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED delays or failure to render services due to causes beyond its licensed and regulated by the Bureau of Security and WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A control, including but not limited to material shortages, work Investigative Services, Department of Consumer Affairs, PARTICULAR PURPOSE WITH RESPECT TO THE stoppages, fires, civil disobedience or unrest severe weather, Sacramento, Ca, 95814. Upon completion of the installation of SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS fire or any other cause beyond the control of Company. the alarm system, the alarm company shall thoroughly instruct OR EQUIPMENT, IF ANY, SUPPORTED HEREUNDER. 20 • Termination. Company may terminate this Agreement the purchaser in the proper use of the alarm system. Failure by COMPANY MAKES NO WARRANTY OR immediately at its sole discretion upon the occurrence of any the licensee, without legal excuse, to substantially commence REPRESENTATION, AND UNDERTAKES NO OBLIGATION Event of Default as hereinafter defined. Company may also work within 20 days from the approximate data specified in the TO ENSURE BY THE SERVICES PERFORMED UNDER terminate this Agreement at its sole discretion upon notice to agreement when the work will begin is a violation of the Alarm THIS AGREEMENT, THAT COMPANY'S PRODUCTS OR Customer if Company's performance of its obligations under Company Act NY Licensed by N.Y.S. Department of the State: THE SYSTEMS OR EQUIPMENT OF THE CUSTOMER WILL this Agreement becomes impracticable due to obsolescence of TX Texas Commission on Private Severity, 5805 N. Lamar CORRECTLY HANDLE THE PROCESSING OF CALENDAR equipment at Customers premises or unavailability of parts. Blvd., Austin, 78752 -4422, 512- 424- 7710.License numbers DATES BEFORE OR AFTER DECEMBER 31,1999. 21. No Option to Solicit Customer shall not directly or available at www.shnplexgdnnell.com or contact your local 15. Indemnity. Customer agrees to indemnify, hold harmless indirectly, on its own behalf or on behalf of any other person, SimplexGrinnell office. and defend Company against any and all losses, damages, business, corporation or entity, solicit or employ any Company costs, including expert and costs, and expenses includ'mg employe:, or induce any Company employee to leave his or her employment with Company, for a period of two years after SG4269 (Rev. 10/08) Page 3 02006-8 SimplexGrinnell LP. All this reserved.