TYCO SYMPLEX/GRINNEL 1B -2005 - Laserfiche WebLink

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tqca i", & I Si..pIoGd,",eJl I Si:<:ufltl I SERVICE AGREEMENT 1701 West Sequoia Orange, CA 92868 Phone: 714.870.1010 This agreement is made by and between City of Santa Ana ("Customer") and SimplexGrinnel1 LF' ("Company") and is effective as of 01/06/2005 (the "Effective Date"). Customer agrees 10 purchase and Company agrees 10 provide the Services, as defined herein, and materials as set forth in this Agreement subject to the terms and conditions of this Agreement. SCOPE OF WORK Services will be provided at the following locations: SANTA ANA PO Servlce(s) and. pricing: Price: Two Hundred Seventy-Five Dollars and 0 Cents ($275.00). plus applicable taxes CUSTOMER ACCEPT ANeE In accepting this proposal. Customer agrees to the terms and conditions contained herein and any attachments or riders attached hereto that contain additional terms and conditlons. It is understood that these terms and conditions shall pre....ail o....er 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. CUSTOMER City of Santa Ana 60 Civic Center Plaza Santa Ana. Ca 92701 By: Print Name: Mary Calderwood Title: SIMPLEXGRINNELL LP 1701 West Sequoia Orange. CA 92868 By: Print Name: Tom Dennis Title: PMA sales License Number (if applicable): Terms and Conditions 1. Term. The initial term of this Agreement shall commence on the Effective Date and continue for 5 years(the "Initial Term"). At the conclusion of the Initial Term, this Agreement shall automatically extend for successive terms equal to the Initial Term unless either party gi'Jes written notice to Ihe other party at least thirty (30) days prior to the end of the then-current term. 2. payment. Payments shall be invoiced and due in accordance with the terms and conditions sel forth above. Work performed on a time and material basis shall be at the then-prevailing Company rate for material. labor, and related items. in effect at the lime supplied under this Agreement. SimplexGrinnell may increase prices upon notice to the Customer or annually to reflect increases in material and labor costs. Customer agrees to pay all taxes. permits, and other charges, including but not limited to state and local sales and e~cise \a~es, however designated, levied or based on the service charges pursuant to this Agreement. The Customer's failure to make payment when due is a material breach of this Agreement. 3. Termination, Company may terminate this Agreement immediately at its sole discretion upon the occurrence of any Event of Defavlt as hereinafter defined. Company may also terminate this Agreement at its sole discretion upon notice to Customer if Company's performance of its obligations under this Agreement becomes impracticable due to obsolescence of equipment at Customers premises or unavailability of parts. 4. Default. An Event of Default shall be 1) failure of the Customer to pay any amount within ten (10) days after the amount is due and payable. 2) abuse of the System or the Equipment, 3) dissolution. termination. discontinuance, insolvency or business failure of Customer. 4325300968 Upon the occurrence of an Event of Default. Company may pursue one or more of the following remedies, 1) discontinue fUn'lishing Services, 2} by wrillen notice to Customer declare the balance of unpaid amounts due and to become due under the this Agreement to be immediately due and payable, provided that all past due amounts shall bear interest at the rate of 1 ;.-2% per month (18% per year) or the highest amount permitted by law, 3) receive immediate possession of any equipment for which Customer has not paid. 4) proceed at law Of equity 10 enforce performance by Customer or recover damages for breach of this Agreement. and 5) recover all costs and expenses, including without limitation reasonable attorneys' fees. in connection with enforcing or attempting to enforce this Agreement. 5. Code Compliance. Company does not undertake an obligation to inspec\ for compliance with laws or regulations unless specifically slaled in the Scope of Work. 6. Limitation Of liability; Limitations Of Remedy. It is understood and agreed by the Customer that Company is not an Insurer and that Insurance coverage, If any, shall be obtained by the Customer and that amounts payable to company hereunder are based upon the \/'alue of the services and the scope of liability set forth in this Agreement and are unrelated to the value of the Customer's property and the property of others located on the premises. Customer agrees to look exclusively to the Customer's insurer to recover for injuries or damage In the event of any loss or injury and that Customer releases and waives all right of recovery against Company arising by way of subrogation. Company makes no guaranty or Warranty, including any implied warranty of merchantability or fitness for a particul;!lr purpose that equipment or services supplied by Company will detect or avert occurrences or the consequences therefrom that the equipment or service was designed to detect or avert. It is impractical and extremely difficult to fix the actual damages, if any, which may proximately result from f<lilure on the part of Company to perform any of its obligalions under thiS Agreement.Accordingly, Customer agrees that, Company shall be exempt from liability for any loss, damage or injury arising directly or indirectly from occurrences, or the consequences therefrom, which the equipment or service was designed to detect or avert. Should Company be found liable for any loss, damage or injury arising from a failu...e of the equipment or service in any respect, Company's liability shaH be limited to an amount equal to the Agreement price (as increased by the price for any additional work) or where the time and material payment term is selected, Customer's time and material payments to Company. Where this Agreement co\/'ers multiple sites, liability shall be limited to the amount of the payments allocable to the site where the incident occurred. Such sum shall be complete and exclusive. If Customer desires Company to assume greater liability, the parties shall amend this Agreement by attaChing a rlder setting forth the amount of additional liability and the additional amount payable by the Customer for the assumption by Company of such greater liability, provided however that such rider shall tn no way b9 Interpreted to hold Company as ;!In insure.... 6