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HomeMy WebLinkAboutAgreement_General_06/18/2014 Simp/exGrinne// BE SAFE. 8 0 Park Lane South Jupiter, FL 33458 Tel 561 - 277 -4140 Fax: 561-7477307 License number: www.simplexgrinnel I -corn PROPOSAL AND SERVICE AGREEMENT SimplexGrinnell Contract # Salesperson: Jessica Montoya Date: June 18, 2014 262 -JM- 52114-6 License No. Customer: Tequesta Village Hall Job Location: 345 Tequesta Drive Tequesta, FL 33469 Invoice To (if different from Customer): = Customer P.O. # SimplexGdnnell LP ( "Company "), for and in consideration of the prices herein named, proposes to fumish the work, and /or materials hereinafter described, subject to the terns and conditions of this Agreement. This quote reflects deficiencies identified by our inspector, S. Myrter, during the recent inspection SR #28734426. Scope: At the time of the inspection, inspector found there is (1) corroded chrome pendant in the janitors closet and (2) corroded chrome pendant heads outside above entrance overhang . This quote is for the sprinkler labor and material to replace the missing caps and painted sprinkler head. If any additional work is needed it will be quoted separately. Note: In the event that any additional equipment or other work is needed to perform any of the repairs listed above, this additional work will be quoted separately. Exclusions: This Proposal excludes patching, painting, providing or installing access panels, replacement of missing or damaged ceiling tiles, damage caused by water or improperly pitched Fire Sprinkler piping, night or weekend work, additional alarm work or alarm wiring (unless specifically addressed in this quotation), 120 volt wiring or Fire Watch, This Proposal also excludes repair or replacement of any existing Fire Sprinkler components in need of repair or leaking including fittings, valves or piping not already included in this quotation. If such components are found in need of repair or replacement SG will need written authorization to make such repair. This proposal does not include Prevailing Wages in support of federal DBA wage determination. (This Quote is valid for 30 days.) Please sign and return to us and we will process your order. Tax Not Included. Scope of Work continued on attached Amendment. Payment NET 10 ❑ NET 30 ❑ C.O.D. ❑ DEPOSIT: $ Time and Material ❑ Price Not to Exceed $ Fixed Price of $616.00 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: _ter ' By: Name: iv' t Cpl Gte(. I L Name: Jessica Montoya Title: �', I ` I ;� G Title: Service Integrity Rep 1 License No: (if applicable): SG4269 (Rev. 10/08) Page 1 02006-8 SimplexGrinnell LP. All rights reserved. TERMS AND CONDITIONS 1. Payment Work performed on a time and material basis exdushm. If Customer desires Company to assume SYSTEMS, EQUIPMENT, COMPONENTS OR PARTS THAT shall be at the then - prevailing Company rate for material, labor, greater liability, the parties shall amend this Agreement by ARE BELOW GRADE, BEHIND WALLS OR OTHER and related items, in effect at the time supplied under this attaching a rider setting forth the amount of additional OBSTRUCTIONS OR EXTERIOR TO THE BUILDING, Agreement Further, in the event that this Agreement is liability and the additional amount payable by the ELECTRICAL WIRING, AND PIPING. executed an a 'price not to exceed" basis, the price to Customer for the assumption by Company of such greater S. Customer Responsibilities. Customer shall promptly notify Customer shall be lesser of. 1) the limit price quoted, or 2) the liability, provided however that such rider shall in no way Company of any malfunction in the Covered System(s) which actual cumulative billing based on the aforementioned be Interpreted to hold Company as an Insurer. IN NO comes to Customer's attention. This Agreement assumes any prevailing rate. Unless otherwise agreed in writing between the EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGE, existing system(s) are in operational and maintainable parties, Customer shall pay Company within thirty (30) days of LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM condition as of the Agreement date. If, upon initial inspection, the date of this Agreement Customer agrees to pay all taxes, ANY SERVICING, ALTERATIONS, MODIFICATIONS, Company determines that repairs are recommended, repair permits, and other charges, including but not limited to state CHANGES, OR MOVEMENTS OF THE COVERED Charges will be submitted for approval by Customer's on -site and local sakes and excise taxes, however designated, levied SYSTEM(S) OR ANY OF ITS COMPONENT PARTS BY THE representative prior to work Should such repair work be or based on the service charges pursuant to this Agreement CUSTOMER OR ANY THIRD PARTY. COMPANY SHALL declined, Company shall be relieved from any and all liability Company shall have the right, at Companys sole discretion, to NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR arising therefrom. stop performing any Service if Customer fails to make any CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING Customer further agrees to: payment when due, until the account is current The BUT NOT LIMITED TO DAMAGES ARISING FROM THE . provide Company dear access to Covered System(s) to be Customer's failure to make payment when due is a material USE, LOSS OF THE USE, PERFORMANCE, OR FAILURE serviced including, if applicable, lift trucks or other breach of this Agreement OF THE COVERED SYSTEM(S) TO PERFORM. The equipment needed to reach inaccessible equipment; 2. Pricing. The pricing set forth in this Agreement is based on limitations of liability set forth in this Agreement shall . Supply suitable electrical service, heat, heat tracing the number of devices to be installed and services to be Inure to the benefit of all parents, subsidiaries and adequate water supply, and required system schematics performed as set forth in the Scope of Work If the actual affiliates of Company, whether direct or Indirect, and/or drawings; number of devices installed or services to be performed is Company's employees, agents, officers and directors. . Notify all required persons, including but not limited to greater than that set forth In the Scope of Work, the price will 6. Reciprocal Waiver of Claims (SAFETY Act). Certain of authorities having jurisdiction, employees, and monitoring be increased accordingly. Company may increase pries upon SimplexGrinnelfs systems and services have received services, of scheduled testing and/or repair of systems; notice to the Customer or annually to reflect increases in Certification and/or Designation as Qualified Anti- Terrorism . Provide a safe work environment; material and labor costs. Customer agrees to pay all taxes, Technologies (°QATT°) under the Support Anti- terrorism by . In the event of an emergency or Covered System(s) failure, permits, and other charges, including but not limited to federal, Fostering Effective Technologies Act of 2002, 6 U.S.C. §§ 441- take reasonable precautions to probed against personal state and local sales and excise taxes, installation or alarm 444 (the 'SAFETY Act). As required under 6 C.F.R. 25.5 (e), injury, death, and/or property damage and continue such permits, false alarm assessments, or any charges imposed by to the maximum extent permitted by law, SimplexGrinnell and measures until the Covered System(s) are operational; and any government body, however designated, levied or based on Customer hereby agree to waive their right to make any claims . Comply with all laws, codes, and regulations pertaining to the service charges pursuant to this Agreement against the other for any losses, including business interruption the equipment and/or services provided under this 3. Alarm Monitoring Services. Any reference to alarm losses, sustained by either party or their respective employees, agreement monitoring services in this Agreement is included for pricing resulting from an activity resulting from an 'Act of Terrorism" as 9. Repair Services (6 Selected by Customer). Where purposes only. Alarm monitoring services are performed defined in 6 C.F.R. 25.2, when QATT have been deployed in Customer expressly includes repair, replacement, and pursuant to the terms and conditions of Companys standard defense against response to, or recovery from such Act of emergency response services in the Scope of Work, such alarm monitoring services agreement Terrorism. services apply only to the components or equipment of the 4. Code Compliance. Company does not undertake an 7. General Provisions. Customer has selected the service Covered Syster(s). Customer agrees to promptly request obligation to inspect for compliance with laws or regulations level desired after considering and balancing various levels of repair services in the event the System becomes inoperable or unless specifically stated in the Scope of Work Customer protection afforded, and their related costs. Customer otherwise requires repair. The Agreement price does not admowkedges that the Authority Having Jurisdiction (e.g. Fire acknowledges and agrees that by this Agreement, Company, include repairs to the Covered System(s) recommended by Marshal) may establish additional requirements for compliance unless specifically stated, does not undertake any obligation to Company during the initial inspection, for which Company may with local codes. Any additional services or equipment maintain or render Customers system or equipment as Year submit independent pricing to customer and as to which required will be provided at an additional cost to Customer. 2000 compliant, which shall mean, capable of correctly Company will not proceed until Customer authorizes such work 5. Limitation of Liability; Limitations of Remedy. It Is handling the processing of calendar dates before or after and approves the pricing. Repair or replacement of non - understood and agreed by the Customer that Company Is December 31, 1999. All work to be performed by Company will maintainable parts of the Covered System(s) including, but not not an Insurer and that Insurance coverage, If arty, shall be be performed during normal working hours of normal working limited to, unit cabinsts, insulating material, electrical wrong, obtained by the Customer and that amounts payable to days (8:00 a.m. — 5:00 p.m., Monday through Friday, excluding structural supports and all other non - moving parts, is not company hereunder are based upon the value of the Company holidays), as defined by Company, unless additional included under this Agreement services and the scope of liability set forth In this times are specifically described in this Agreement All work 10. System Equipment The purchase of equipment or Agreement and are unrelated to the value of the performed unscheduled unless otherwise spedfied in this peripheral device, (including but not limited to smoke Customer's property and the property of others located on Agreement Appointments scheduled for four -hour window. detectors, passive infrared detectors, card readers, sprinkler the premises. Customer agrees to look exclusively to the Additional charges may apply for special scheduling requests, system components, extinguishers and hoses) from Company Customer's Insurer to recover for Injuries or damage In the e.g. working around equipment shutdowns, after hours work shall be subject to the terns and conditions of this Agreement event of any loss or Injury and that Customer releases and Company will perform the services described in the Scope of If, in Companys sole judgment, any peripheral device or other waives all right of recovery against Company arising by Work section ( °Services°) for one or more system(s) or system equipment, which is attached to the Covered way of subrogatlon. Company makes no guaranty or equipment as described in the Scope of Work section or the System(s), whether provided by Company or a third party, Warranty, Including any Implied warranty of listed attachments (°Covered System(s)°). interferes with the proper operation of the Covered System(s), merchantability or fitness for a particular purpose that The Customer shall promptly notify Company of any Customer shall remove or replace such device or equipment equipment or services supplied by Company will detect or malfunction in the Covered System(s) which comes to promptly upon notice from Company. Failure of Customer to avert occurrences or the consequences therefrom that the Customers attention. This Agreement assumes the Covered remove or replace the device shag constitute a material breach equipment or service was designed to detect or avert System(s) are in operational and maintainable condition as of of this Agreement If Customer adds any third party device or It is Impractical and extremely difficult to fix the actual the Agreement date. If, upon initial inspection, Company equipment to the Covered System(s), Company shall not be damages, If any, which may proximately result from failure determines that repairs are recommended, repair charges will responsible for any damage to or failure of the Covered on the part of Company to perform any of Its obligations be submitted for approval prior to any work Should such repair System(s) caused in whole or in part by such device or under this Agreement Accordingly, Customer agrees that work be declined Company shall be relieved from any and all equipment Company shall be exempt from liability for any loss, liability arising therefrom. UNLESS OTHERWISE SPECIFIED damage or Injury arising directly or indirectly from IN THIS AGREEMENT, ANY INSPECTION (AND, IF occurrences, or the consequences therefrom, which the SPECIFIED, TESTING) PROVIDED UNDER THIS equipment or service was designed to detect or avert AGREEMENT DOES NOT INCLUDE ANY MAINTENANCE, Should Company be found liable for any less, damage or REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS, OR Injury arising from a failure of the equipment or service In ANY FIELD ADJUSTMENTS WHATSOEVER, NOR DOES IT any respect, Company's liability shall be limited to an INCLUDE THE CORRECTION OF ANY DEFICIENCIES amount equal to the Agreement price (as Increased by the IDENTIFIED BY COMPANY TO CUSTOMER. COMPANY price for any additional work) or where the time and SHALL NOT BE RESPONSIBLE FOR EQUIPMENT FAILURE material payment term Is selected, Customer's time and OCCURRING WHILE COMPANY IS IN THE PROCESS OF material payments to Company. Where this Agreement FOLLOWING ITS INSPECTION TECHNIQUES, WHERE THE covers multiple sites, liability shall be limited to the FAILURE ALSO RESULTS FROM THE AGE OR amount of the payments allocable to the site where the OBSOLESCENCE OF THE ITEM OR DUE TO NORMAL Incident occurred. Such sum shall be complete and WEAR AND TEAR. THIS AGREEMENT DOES NOT COVER SG4269 (Rev. 10/08) Page 2 02006 -8 StnplexGdnneO LP. All rights reserved. TERMS AND CONDITIONS 11. Reports. Where inspection and/or test services are costs, including expert fees and costs, and expenses including her employment with Company, for a period of two years after selected, such inspection and/or test shall be completed on reasonable defense costs, arising from any and all third party the termination of this Agreement Company's then current Report form, which shall be given to claims for personal injury, death, property damage or economic 22. Default An Event of Default shall be 1) failure of the Customer, and, where applicable, Company may submit a copy loss, including specifically any damages resulting from the Customer to pay any amount within ten (10) days after the thereof to the local authority having jurisdiction. The Report and exposure of workers to Hazardous Conditions whether or not amount is due and payable, 2) abuse of the System or the recommendations by Company are only advisory in nature and Customer pre - notifies Company of the existence of said Equipment, 3) dissolution, termination, discontinuance, are intended to assist Customer in reducing the risk of loss to hazardous conditions, arising in any way from any act or insolvency or business failure of Customer. Upon the properly by indicating obvious defects or impairments noted to omission of Customer or Company relating in any way to this occurrence of an Event of Default, Company may pursue one the system and equipment inspected and/or tested. They are Agreement, including but not limited to the Services under this or more of the following remedies, 1) discontinue furnishing not intended to imply that no other defects or hazards exist or Agreement, whether such claims are based upon contract, Services, 2) by written notice to Customer declare the balance that all aspects of the Covered System(s), equipment, and warranty, tort (including but not limited to active or passive of unpaid amounts due and to become due under the this components are operational at the time of inspection. Final negligence), strict liability or otherwise. Company reserves the Agreement to be immediately due and payable, provided that responsibility for the condition and operation of the Covered right to select outside counsel to represent it in any such all past due amounts shall bear interest at the rate of 1 %% per System(s), equipment and components Has with Customer. action. month (18% per year) or the highest amount permitted by law, 12. Confined Space. If access to confined space by Company 16. Insurance. Customer shall name Company, its officers, 3) receive immediate possession of any equipment for which is required for the performance of Services, Services shall be employees, agents, subcontractors, suppliers, and Customer has not paid. 4) proceed at law or equity to enforce scheduled and performed in accordance with Company's then- representatives as additional insureds on Customers general performance by Customer or recover damages for breach of current hourly rate. liability and auto liability polices. this Agreement, and 5) recover all costs and expenses, 13. Hazardous Materials. Customer represents that except to 17. Availability and Cost of Steel, Plastics & Other including without limitation reasonable attorneys' fees, in the extent that Company has been given written notice of the Commodities. Company shall not be responsible for failure to connection with enforcing or attempting to enforce this following hazards prior to the execution of this Agreement, to provide service, deliver products, or otherwise perform work Agreement the best of Customers knowledge there is no: required by this Agreement due to lack of available steel 23. One-Year Limitation on Actions; Choice of Law. It is • 'Permit confined space; as defined by OSHA, products or products made from plastics or other commodities. agreed that no suit, or cause of action or other proceeding shall • Risk of infectious disease, (j) In the event Company is unable, after reasonable be brought against either party more than one (1) year after the • Need for air monitoring, respiratory protection, or other commercial efforts, to acquire and provide steel products, or accrual of the cause of action or one (1) year after the claim medical risk products made from plastics or other commodities, if required arises, whichever is shorter, whether known or unknown when • Asbestos, asbestos-containing material, formaldehyde or to perform work required by this Agreement, Customer hereby the claim arises or whether based on tort, contrac or any other other potentially toxic or otherwise hazardous material agrees that Company may terminate the Agreement, or the legal theory. The laws of Massachusetts shall govern the contained in or on the surface of the floors, wells, ceilings, relevant portion of the Agreement, at no additional cost and validity, enforceability, and interpretation of this Agreement insulation or other structural components of the area of any without penalty. Customer agrees to pay Company in full for all 24. Assignment Customer may not assign this Agreement building where work is required to be performed under this work performed up to the time of any such termination. (i) If without Company's prior written consent Company may assign Agreement Company is able to obtain the steel products or products made this Agreement to an affiliate without obtaining Customers All of the above are hereinafter referred to as 'Hazardous from plastics or other commodities, but the price of any of the consent Conditions'. products has risen by more than 10% from the data of the bid, 25. Entire Agreement. The parties intend this Agreement Company shall have the right to rely on the representations proposal or date Company executed this Agreement together with any attachments or Riders (collectively the listed above. If hazardous conditions are encountered by whichever occurred first then Company may pass through that 'Agreement) to be the final, complete and exclusive expression Company during the course of Company's work, the discovery increase through a reasonable price increase to reflect of their Agreement and the terms and conditions thereof. This of such materials shall constitute an event beyond Company's increased cost of materials. Agreement supersedes all prior representations, control and Company shall have no obligation to further 18. Exclusions. This Agreement expressly excludes, without understandings or agreements between the parties, written or perform in the area where the hazardous conditions exist until limitation, testing inspection and repair of duct detectors, beam oral, and shall constitute the sole terms and conditions of sale the area has been made safe by Customer as certified in detectors, and UVAR equipment provision of fire watches; for all equipment and service. No waiver, change, or writing by an independent testing agency, and Customer shall clearing of ice blockage; draining of unproperiy pitched piping; modification of any terms or conditions of this Agreement shall pay disruption expenses and re- mobilization expenses as batteries; recharging of chemical suppression systems; be binding on Company unless made in writing and signed by determined by Company. reloading of, upgrading, and maintaining computer software; an Authorized Representative of Company. This Agreement does not provide for the cost of capture, making repairs or replacements necessitated by reason of 26. Severablity. If any provision of this Agreement is held by containment or disposal of any hazardous waste materials, or negligence or misuse of components or equipment or changes any court or other competent authority to be void or hazardous materials, encountered in any of the Covered to Customers premier, vandalism, corrosion ('including but unenforceable in whole or in part this Agreement will continue System(s) and/or during performance of the Services. Said not limited to micro - bacterially induced corrosion rMIC% to be valid as to the other provisions and the remainder of the materials shall at all times remain the responsibility and power failure, current fluctuation, failure due to non-Company affected provision. property of Customer. Company shall not be responsible for installation, lightning, electrical storm, or other severe weather, 27. Legal Fees. Company shall be entitled to recover from the the testing, removal or disposal of such hazardous materials. water, accident fire, ads of God or any other cause external to Customer all reasonable legal fees incurred in connection with 14. Limited Warrarrty. COMPANY WARRANTS THAT ITS the Covered System(s). This Agreement does not cover and Company enforcing the terms and conditions of this WORKMANSHIP AND MATERIAL FURNISHED UNDER specifically excludes system upgrades and the replacement of Agreement THIS AGREEMENT WILL BE FREE FROM DEFECTS FOR A obsolete systems, equipment components or parts. All such 28. License Information (Security System Customers): AL PERIOD OF NINETY (90) DAYS FROM THE DATE OF services may be provided by Company at Company's sole Alabama Electronic Security Board of Licensure 7956 Vaughn FURNISHING. Where Company provides product or discretion at an additional charge. If Emergency Services are Road, Pmb 392, Montgomery, Alabama 36116 (334) 264 -9388: equipment of others, Company will warrant the product or expressly included in the scope of work section, the Agreement AR Regulated by: Arkansas Board of Private Investigators And equipment only to the extent warranted by such third price does not include travel expenses. Private Security Agencies, #1 State Police Plaza Drive, Little party. EXCEPT AS EXPRESSLY SET FORTH HEREIN, 19. Force Majeure. Company shall not be responsible for Rods 72209 (501 )618 -8600: CA Alarm company operators are COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR delays or failure to render services due to causes beyond its licensed and regulated by the Bureau of Security and IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED control, mdud'ing but not limited to material shortages, work Investigative Services, Department of Consumer Affairs, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A stoppages, fires, civil disobedience or unrest severe weather, Sacramento, Ca, 95814. Upon completion of the installation of PARTICULAR PURPOSE WITH RESPECT TO THE fire or any other cause beyond the control of Company. the alarm system, the alarm company shall thoroughly instruct SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS 20. Termination. Company may terminate this Agreement the purchaser in the proper use of the alarm system. Failure by OR EQUIPMENT, IF ANY, SUPPORTED HEREUNDER. immediately at its sole discretion upon the occurrence of any the licensee, without legal excuse, to substantially commence COMPANY MAKES NO WARRANTY OR Event of Default as hereinafter defined. Company may also work within 20 days from the approximate date specified in the REPRESENTATION, AND UNDERTAKES NO OBLIGATION terminate this Agreement at its sole discretion upon notice to agreement when the work will begin is a violation of the Alarm TO ENSURE BY THE SERVICES PERFORMED UNDER Customer if Company's performance of its obligations under Company Act NY Licensed by N.Y.S. Department of the State: THIS AGREEMENT, THAT COMPANY'S PRODUCTS OR this Agreement becomes impracticable due to obsolescence of TX Texas Commission on Private Security, 5805 N. Lamar THE SYSTEMS OR EQUIPMENT OF THE CUSTOMER WILL equipment at Customers premises or unavailability of parts. Blvd., Austin, 78752 -4422, 512 - 424- 7710.Ucense numbers CORRECTLY HANDLE THE PROCESSING OF CALENDAR 21. No Option to Solicit Customer shall not direly or available at www.simpiecgdnnell.com or contact your local DATES BEFORE OR AFTER DECEMBER 31,1999. indirectly, on its own behalf or on behalf of any other person, SimplexGrinnell office. 15. Indemnity. Customer agrees to indemnify, hold harmless business, corporation or entity, solicit or employ any Company and defend Company against any and all losaes, damages, employee, or induce any Company employee to leave his or SG4269 (Rev. 10/08) Page 3 02006 -8 SlmplexGrinnall LP. M rights reserved. ADDENDUM Public Records: In accordance with Sec. 119.0701, Florida Statutes, the Contractor must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Scope of Services. Upon request, the Contractor must provide the public with access to such records in accordance with access and cost requirements of Chapter 119, Florida Statutes. Further, the Contractor shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Scope of Services are not disclosed except as authorized by law. Finally, the Contractor shall retain the records described in this paragraph throughout the performance of the work described in the Scope of Services, and at the conclusion of said work, transfer to the Village, at no cost to the Village, all such records in the possession of the Contractor and destroy any duplicates thereof. Records that are stored electronically must be transferred to the Village in a format that is compatible with the Village's information technology systems.