HomeMy WebLinkAbout25A - FIRE ALARM SYSTEM REQUEST FOR e1:E:
COUNCIL ACTION
CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: ~
DECEMBER 7, 2009
TITLE: APPROVED
? As Recommended
AMENDMENT OF MAINTENANCE ? As Amended
AGREEMENT FOR SIMPLEX/GRINNELL ? Ordinance on 152 Reading
? Ordinance on 2"d Reading
LP ? Implementing Resolution
? Set Public Hearing For
CONTINUED TO
l 7
r . f f°~fii ~ FILE NUMBER
CITY I~/IANAGER
RECOMMENDED ACTION
Direct the City Attorney to prepare and authorize the City Manager and the
Clerk of the Council to amend the existing agreement with Simplex/Grinnell
LP, for an additional $14,024.40 bringing the total agreement amount to
$74,024, for a one-year term, subject to non-substantive changes approved
by the City Manager and City Attorney.
DISCUSSION
On July 6, 2009, Council approved the agreement with Simplex/Grinnell LP,
to provide inspection, testing, and maintenance of the city Fire Alarm
System for an amount not to exceed $60,000.00. The Santa Ana Police
Department requests an amendment to the existing agreement adding the
annual service and maintenance of the Electronic Door Access System in an
amount not to exceed $14,024. This system is proprietary and can only be
serviced by Simplex/Grinnell LP. The one year service agreement will
provide basic service and maintenance as described in the agreement.
FISCAL IMPACT
Funds are available in the Police Department's Computer Services fund
(account no. 01114425-62300}.
APPROVED AS TO FUNDS AND ACCOUNTS:
j
Paul M. Walters Francisco Gutierrez
Chief of Police Executive Director
Police Department Finance & Mgmt. Services Agency
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25A-2
FIRST AMENDMENT TO CONSULTANT AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT, is entered into this l5c day of October,
2009, by and between Simplex/Gi7nnell LP, a California corporation (hereinafter "Consultant"),
and the City of Santa Ana, a charter city and municipal corporation organized and existing under
the Constitution and laws of the State of California {hereinafter "City").
RECITALS:
A. City and Consultant entered into Agreement #N-2008-160, dated December 1, 2008, for
the service and maintenance of electronic door access systems (hereinaftex "sand
Agreement").
i
B. In accordance with the terms and conditions of said Agreement, the Parties desire to
amend the scope, increase compensation, and extend the term of said Agreement for an
additional one-year period, i
NOW, THEREFORE, in consideration of the mutual and respective promises, and subject to all
the terms and conditions of said Agreement, except as herein modified, the parties agree as
follows:
I . Section 1, SCOPE OF SERVICES, shall be amended to provide system testing and
maintenance services as set forth in Exhibit A to this Amendment to Agreement.
2. Section 2, COMPENSATION, shall be amended to increase compensation to
$14,024.40, plus any applicable tax, to pay for the additional services as set forth in
Exhibit A to this Amendment to Agreement.
3. Section 3, TERM, shall be amended to extend the term of said Agreement for an
additional one-year period through September 30, 2010.
4. Except as hereinabove modified, all terms and conditions of said Agreement shall remain
in full force and effect.
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IN WITNESS WHEREOF, the patties hereto have executed this First Amendment to
Agreement the day and year first above written,
ATTEST: CITY OF SANTA ANA
MARIA D. HUIZAR DAVID N. REAM
Clerk of the Council City Manager
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attorney
By:
Ryan O. Hodge
Deputy City Attorney
RECOMMENDED FOR APPROVAL: SIMPLEX/GRINNELL LP
PAUL M. WALTERS (Name}
Chief of Police (Title)
II
I
I
2 5A-4
EXHIBIT A
SCOPE OF SERVICES
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A Tyco /r~ternationa/ Car~»pany
Safeguarding your occupants and p~ope~ty from fire
~ ~ .
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City of Santa Ana
Ma~•k Watson
Inspection Plus Proposal
i
®2009 SimplexGrinnelI LP. All rights resenxd. Page I of 8
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S~mrs/exGrinnel7 arESa~e.
Pricing Summary/Scope of Work Ci#y of San#a Ana
Location :See Scope of Work on Special Provisions Page. Santa Ana Police
Administration Building and the Detention Facility.
Access Control Systems [Test and Inspect + Labor {2417~j Quantity Freauencv
Magnetic Lock 14 Quarterly
Electric Door Strike 60 Quarterly
Request to Exit Sensor 33 Quarterly
Keypad 6 Quarterly
Card Reader 60 Quarterly
Card Reader Keypad Combination 14 Quarterly
Door Contacts 60 Quarterly
Total Annual Investment : tPiasAnyApplicableTax) $14,024.40
i
Pricing. The pricing set forth lit this Agreement is based on the cumber of devices to be installed as set forth in the Scope of
Work. If the actual number of devices installed is different than the number set forth in the Scope of Work, the price will be
adjusted accordingly.
®2009 SimylcaGrinriell LP. All rights rc~enz3. Page 2 of8
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SPECIAL PROVlS10NS
See Scope of Work on Special Provisions Page. Santa Ana Police Administration Building and the
Detention Facility., Solution 1
Santa Ana Police Departmcrrt, Santa Ana Municipal Jail, Santa Ana City Hall; DIVISION 17.
This agreement provides for the follow'sng and it will supersede associated Language within the agreement.
This is a full service agreement. The equipment covered is the C-Cme 9000 System and the field devices that are listed
on Pricing Summary page of this agreement. Also included is replacement of the ISC Controllers in the event of card
failure. Services include:
Battery Replacement and Software upgrades and Software Support Agreement.
EMERGENCY SERVICE CALL AND LABOR: For products specified within this provision 24-hour/7-day Service
(Provided 24 hours a day, 7 days a week, including holidays). This provision includes labor, travel and mileage charges
for repairs associated with normal equipment failures. Emergency service response time shall be provided within 24
hours. This provision provides labor to troubleshoot and diagnose system problems, and the labor to replace failed
devices. Phone response to service request shall be within hvo hours. On-site response shall be within six Erours for
critical system service.
SimplexGrinneli wiliprovide asite box (22W x lOH x B.SD) to store spare parts to support the system. The box is to be
mounted on the wall in a space designated by the City of Santa Ana.
x2009 Simp[eaGrinntll kP. AI I righa resm'rd. Paga 3 of S
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SERVICE AGREEMENT
This agreement is made by and between City of Santa Ana ('Customer') and SimplexGrtnnell lP {'Company) and is effective as of 10/01/2009 to
09/30!2010.
Customer agrees to purchase and Company agrees to 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 v4tl ba provided at the following locations:
See Scope of Work on Special Provisions Page. Santa Ana Police Administration Building and the Detention Facility.
Service(s) and pricing:
TOTAL ANNUAL PRICE (Plus Any Applicable Tax)
Fourteen Thousand Twenty--Four Dollars and 40 Cents 014,024.40).
Payment Terms:
Payment is due upon receipt of Invalce.
Payment far Service(s) shall fie tolaE contract
CUSTOMER ACCEPTANCE
to accepting this proposal, Customer agrees to iha terms and conditions contained herein and any attachments or riders attached hereto that contain additional i
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 ttte Customer after the execution of this Agreement shall be paid for by the
Customer and such changes shall be authorized in writing. ATT@NTION IS DERECTED TO THE LIMITATION OF LIABILITY, WARRANTY, iNDEMNiTY AND
OTHER CONDITIONS CONTAINED IN TIi1S AGREEMENT.
CUSTOMER
City of Santa Ana SIMPLEXGRINNELL LP
60 Civic Center Plaza 1701 West Sequoia
Santa Ana, CA 92701 Orange, CA 92868
By: By:
Print Name: Mark Watson Print Name: Danny Beck
TIUa: Title: Contracts Administrator
Phone#:714-245-8042 Phone Number:714-870-1010
Fax#:714-245-8098 Fax Number:714-939-9104
Customer email : mwatson@santa-ana.org E-Mail Address: danbeck@simplexgrinneil.com
PO# : License Number {if app[igble):
{Customer)# : Date
Date
Authorized Manager
Terms and Conditions
1. Term. The initial term of this Agreement shalt increased accordingly. Company may increase with laws or regulations unless specifically stated in
commence on the Effective Data and continue for prices upon notice to the Customer or annually to the Scope of Work. Customer acknowledges that
one (f) year (the "Initial Term"). Atthe conclusbn of reflect Increases In material and labor costs. the Authority Raving Jurisdiction (e.g. Fire Marshal)
the Initial Term, this Agreement shalt automatically Customer agrees to pay all taxes, permits, and may establish additional requirements for
extend for successive terms equal to the initial other charges, inGuding but not Ilmited to state and compliance with local codes. Any additional
Term unless either party gives wdtten notice to the total sates and excise taxes, installation or alarm services or equipment required will be provided at
other parry at least thirty (36) days prior to the end permits, false alarm assessments, or any charges an additional cost to Customer.
ofthathen-current term. 'smposedbyanygovernmentbody,however 8. Llmitatlon Of Lfabliity; Llmitafions Ot
2. Payment. Payments shalt be invoiced and due in designated, levied or based on the service charges Remedy. It 3s understood and agreed by the
accordance wish the terms and conditions set forth pursuant to this Agreement. The Customers failure Customer that Company is not an Insurer and
above. Work performed on a lima and material to make payment when due is a material breach of that lnsuranee coverage, if any, shall be
basis shall be at the then-prevailing Company rate this Agreement. obtained by the Customer and that amounts
for material, labor, and related items, in effect at the 4. Alarm Monitoring Services. Any reference to payable to company hereunder era based upon
time supplied underlhisAgreement. alarm monitoring services in this Agreement is the value of the services and the scope of
3. Pricing. The prlcing set forth in thlsAgreement is Included for pricing purposes only. Alarm monitoring liability sat forth in this Agreement and are
based on the number of devices to be installed and services are performed pursuant to the terms and unrelated to the value of the Customer's
services to be performed asset forth In the Scope conditions of Company's standard alarm monitoring property and the properly o(others Located on
of Work. If the actual number o€devlces Installed or services agreement. the premises.
services to be performed is greater than that set 5. Code Compliance. Company does not Customer agrees to look exclusively to the
forth in the Scope of Work, the price will be undertake an obligation to inspect for compliance Customefs insurer to recover for }nJuries or
97009 SimplexGrinnell CP. All righ~rarnrd. SG4269R6 (Rev. 01109) 337780t06S Page5of8
25A-9
t r ~ SERVICE AGREEMENT
(continued)
damage in the event of any loss or injury and against, response to, or recovery from such Act of and monitoring services, of scheduled testing
that Customer releases and waives all right of Terrorism. and/or repair of systems;
recovery against Company atising by way of 8. General Provisions. Customer has selected the Provide a safe work environment;
subrogation. Company makes no guaranty or service level desired after considering and In the event of an emergency or Covered
warranty, Including any Implied warranty of balancing various levels of protection afforded, and System(s) failure, take reasonable precautions to
merchantability or fitness for a particular their related costs. Customer acknowledges and protect against personal injury, death, andlor
purpose that equipment or services supplied by agrees that by this Agreement, Company, unless property damage and continue such measures until
Company will detector avert occurrences or the specifically stated, does not undertake any the Covered System(s) are operational; and
consequences therefrom that the equipment or obYigatiort to maintain or render Customer's system Comply with all laws, codes, and regulations
service was designed to detector avert. or equipment as Year 2000 compliant, which shall pertaining to the equipment andlor services
Il is impractical and extremely difficult Eo fix the mean, capable of correctly handling the processing provided under thisAgreemenL
actual damages, It any, which may proximately of calendar dates before or after December 31, 10. Repair Services {lf Selected by Customer).
result €rom failure on the part of Company to 1999.. All work to be performed by Company will Where Customer expressly irtciudes repair,
perform any of Its obligations under this be performed during normal working hours of replacement, and emergency respanse services in
Agreement. Accordingly, Customer agrees that, normal working days (8:00 a.m. - 5:00 p.m., the Scope of Work section of this Agreement, such
Company shall be exempt from IEabillly for any Monday through Friday, excluding Company services apply only to the components or equipment
loss, damage or tnJury arising directly or holidays}, as defined by Company, unlessadditfonal of the Covered System(s). Customer agrees io
indirectly from occurrences, or the Company will perform the services described in the promptly request repair services In the event the
consequences therefrom, which !ha equipment Scope of WorK section {°Services") for ono or more Systom becomes inoperable or otherwise requires
or service was designed to detect or avert. system(s) ar equipment as described in the Scope repair. The Agreement price does not include
Should Company be found liable for any loss, of Work section or the listed attachments ("covered repairs to the Covered System(s) recommended by
damage or tnJury arising from a failure of the times are speclf:cally described in this Agreement. Company during the Initial inspection, forwhlch
equipment or service in any respect, Company's All work performed unscheduled unless otherwise Company will submit independent pricing to
liability shall be limited to an amount equal to specified in thfsAgreemenl. Appointments customer and as to which Company will not
the Agreement price (as increased by the price scheduled for four-hour window, Additional charges proceed anti! Customer authorizes such work and
for any additional work) or where the time and may apply for spacial scheduling requests, e.g. approves the pricing. Repair or replacement of
materlai payment term is selected, Customer's working around equipment shutdowns, after hours non-maintainable parts of the Covered System(s)
time and material payments to Company. Where work. Including, but not limited to, unit cabinets, insulating
this Agreement covers multiple sites, iiabitity System(s)"}. UNLESS OTHERWISE SPECIFIED IN material, electrical wiring, structural supports, and
shalt be limited to the amount of the payments THIS AGREEMENT, ANY INSPECTION (AND, iF alt other non-moving parts, is not Included under
allocable to the site where the Incident SPECIFIED, TESTING)PROVIDEDUNDERTHIS this Agreement.
occurred. Such sum shall be complete and AGREEMENT DOES NOT INCLUDE ANY 11. System Equipment. The purchase of
exclusive. Ii Customer desires Company to MAINTENANCE, REPAIRS, ALTERATIONS, equipment or peripheral devices, (including but noT
assume greaterliabllity,thapartiasshallamend REPLACEMENT OF PARTS, OR ANY FIELD IEmtted to smoke detectors, passive infrared
this Agreement by attaching a ridersetting forth ADJUSTMENTS WHATSOEVER, NOR DOES IT detectors, card readers, sprinkler system
the amount of additional liability and the INCLUDE THE CORRECTION OF ANY components, extinguishers and hoses} from
additional amount payable by the Customer for DEFICIENCIES IDENTIFIED 8Y COMPANY TO Company shall be subject to the terms and
the assumption by Company of such greater CUSTOMER. COMPANY SHALL NOT 8E oondiltonsofthfsAgreemenl. If, in Company's sole
liability, provided however that such rider shall RESPONSIBLE FOR EQUIPMENT FAILURE Judgment, any peripheral device or other system
In noway be Interpreted to hold Company as an OCCURRING WHILE COMPANY IS IN THE equipment, which is attached to the Covered
insurer. IN NO EVENT SHALL. COMPANY BE PROCESS OF FOLLOWING ITS INSPECTION System{s), whether provided by Company or a third
LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR TECHNIQUES, WHERE THE FAILURE ALSO party, interferes witfi the proper operation otthe
ANY OTHER CLAIM ARISING FROM ANY RESULTS FROM THE AGE OR OBSOLESCENCE Covered System(s), Customer shelf remove or
SERVICING, ALTERATIONS, MODIFICATIONS, OF THE ITEM OR DUE TO NORMAL WEAR AND replace such device or equipment promptly upon
CHANGES, OR MOVEMENTS OF THE COVERED TEAR. THIS AGREEMENT DOES NOT COVER notice from Company. Failure of Customer to
3YSTEM(S} OR ANY OF ITS COMPONENT SYSTEMS, EQUIPMENT, COMPONENTS OR remove or replace the device shall constitute a
PARTS BY THE CUSTOMER OR ANY THIRD PARTS THAT ARE BELOW GRADE, BEHIND material breach of this Agreement. if Customer
PARTY.COMPANYSHALLNOTBELIASLEFOR WALLS OR OTHER OBSTRUCTIONS OR adds any third party device or equipment to the
INDIRECT, INCIDENTAL OR CONSEQUENTIAL EXTERIOR TO THE BUILDING, ELECTRICAL Covered System(s), Company shall not be
DAMAGES OF ANY KIND, INCLUDING BUT NOT WIRING, AND PIPING. responsible for anydamage to or (allure of the
LIMITED 70 DAMAGES ARISING FROM THE 9. Customer Responsibilities. Customer steal! Coveted System(s) caused in whole or in part by
USE, LOSS OF THE USE, PERFORMANCE, OR promptly notify Company of any malfunction in the such device or equipment.
FAILURE OF THE COVERED SYSTEM(S) TO Covered System(s) which comes to Customer's 12. Reports. Where inspection andlor test services
PERFORM. The limitations of tlab111ty set forth in attention. This Agreement assumes any existing are selected, such inspection andlor test shall be
this Agreement shall inure to the benef(t of all systems} are in operationa4 and maintainable completed an Company's then current Report form,
parents, subsidiaries and affiliates of company, condition as of the Agreement date. If, upon initial which shall be given to Customer, and, where
whether d#rect or Indirect, company's inspection, Company determines that repairs are applicable, Company maysubmitacopythereofto
employees, agents, officers and directors. recommended, repair charges will be submitted for the focal authority having jurisdiction. The Report
7. Reciprocal Waiver of Claims (SAFETY Act). approval by Customers on-site representative prior and recommendations by Company are only
Certain of SimpfexGrinnail's systems and services to work. Should such repair work be declined, advisory in nature and are intended to assist
have received Certification andlor Designation as Company sha[I be relieved from any and all Liability Customer in reducing the risk of loss to property by
Qualified Anti-Terrorism Technologies {°QAT7") arising Eherefrom. ind[cating obvious detects or impairments noted to
under the Support Anti-terrorism by Fostering Customer further agrees to: the system and equipment inspected andlor lasted.
Effective Technologies Act of 2002, 6 U.S.C. Provide Company clear access to Covered They are not intended to imply that no other defects
441-444 (the `SAFETY Act"). As required under 6 System{s} to be serviced including, if applicable, I€ft or hazards exist or that all aspects of the Covered
C.F.R.25.5{e}, to the maximum extent permitted by trucks or other equipment Headed fa reach System(s), equipment, and components are under
law, SimpiexGrinnellend Customer hereby agree to inaccessible equipment; control ai the lime of inspection. Final responsibility
waive their right to make any claims against the Supply suitable electrical service, heat, heat for the condition and operation of the Covered
other for any losses, Including business interruption irar,Ing adequate water supply, and required system System(s) and equipment and components ties with
losses, sustained by either party or their respective schematics andlor drawings; Customer.
employees, resulting from an actlvlry resulting from Notify elf required persons, including but not
an °ACt of Terrorism` as defined in 6 C.F.R. 25.2, limited to authorities having jurisdiction, employees,
when QA7T have been deployed In tlefense
a20e9 SimpiexGritmelt LP. All rights resenrd SGd269R6 (Rev.OIlA9) S327S01063 Page 6 of 8
25A-10
Ill~flfli~~ SERVICE AGREEMENT
(continued)
13. Confined Space. If access to confined space tosses, damages, costs, including expert tees and responsible for delays or failure to render services
by Company is required for the performance of costs, and expenses Inctuding reasonable defense dus to causes beyond its control, including but not
Services, Services shall be scheduled and costs, arising from any and alt third party Gaims for limited to material shortages, work stoppages, fires,
performed in accordance with Company's personal injury, death, property damage or civil disobedience or unrest, severe weather, lire or
than-current hourly rate. economic loss, including specifically any damages any other cause beyond the oontroS of Company.
14. Hazardous Materials. Customer represents resulting from the exposure of workers fo 21. Termtnatiort. Company may terminate this
that, except to the extent that Company has bean Hazardous Conditions whether or not Customer Agreement immediate[y at its sole discretion upon
given written notice of the following hazards prior to pre-notifies Company of the existence of said the occurrence of any Event of Default as
the execution of this Agreement, to the best of hazardous conditions, arising in any way from any hereinafter defined. Company may also terminate
Customers knowledge there is no: act ar omtsslon of Customer or Company relating in this Agreement at its sofa discretion upon notice to
• 'Permit confined space; asdafinedbyOSHA, anyway to this Agreement, including but not limited Customer if Company's performance of its
• Risk ofinfeGiousdisease, tofhaServicesunderthisAgreement,whethersuch obligations under this Agreement becomes
• Need for air monitoring, respiratory protection, or claims era based upon contract, warranty, tort impracticable due io obsolescence of equipment at
other medical risk, (including but not limited to active or passive Customers premises or unavaifabilityof parts.
Asbestos, asbestos-containing material, negligence), strict liability or otherwise. Company 22. No Option to Sollelt. Customer shall not,
formaldehyde or other potentially toxic or otherwise reserves the right to select couasel to represent it in directly or indirectly, on ifs own behalf or on behalf
hazardous material contained in or on the surface of any such action. of any other person, business, corporatbn or entity,
the floors, walls, ceilings, insulation or other 17. insurance. Customer shall name Company, its solicit or employ anyCampany employee, or induce
structural components of the area of any building officers, employees, agents, subcontractors, any Companyemptoyee to leave his or her
where work is required to be performed underthis suppliers, and representatives as additional employment with Company, for a period of two
Agreement. insureds on Customer's general liability and auto years after the termination of this Agreement.
All of the above are hereinafter referred to as liability polldes. 23. Default. An Event of Default shall be 1) falfure
'Hazardous Conditions". Company shall have the 18. Exclusions. This Agreement expressly of the Customer to pay any amount within ten (10)
right to rely on the representations listed above. excludes, without limitation, testing Inspection and days after the amount is due and payable, 2) abuse
If hazardous conditions are encountered by repairof duct detectors, beam defectors, and UV/tR of the System or the Equipment, 3) dissolution,
Company during the course of Company's work, the equipment; provision of fire watches; clearing of ice termination, discontinuance, insolvency or business
discovery of such materials shall constitute an event blockage; draining of improperly pitched piping; failure of Customer. Upon the occurrence of an
beyond Company's control and Company shall batteries; recharging of chemical suppression Event of Default, Company may pursue one or
have no obligation to further perform fn the area systems; reloading of, upgrading, and maintaining more of the following remedies, 1) discontinue
where the hazardous conditions exist until the area compulersothvare; making repairs or replacements furnishing Services, 2) by written notice to
has bean made safe by Customer as certified in necessitated by reason of negligence or misuse of Customer declare the balance of unpaid amounts
writing by an independent testing agency, and components or equipment or changes to due and to become due under the this Agreement
Customer shall pay disruption expenses and Customer's premises, vandalism, corrosion to ba immediately doe and payable, provided that
re-mobfllzation expanses as determined by (irtciudtng but not limited to micro-bacterlal3y all past due amounts shag bear interest at the rate
Company. induced corrosion ("MIC"}}, power failure, current of 1 % per month (18% per year) or the highest
This Agreement does not provide for the cost of fluctuation, failure due to non-Company installation, amount permitted by law, 3) receive immediate
capture, containment or disposal of any hazardous lightning, etecUical storm, or other severe weather, possession of any equipment for which Customer
waste materials, or hazardous materials, water,accident, fire, acts of God or any other cause has not paid.4)proceedatlaworequitytoenforce
encountered in any of the Cavared System(s) externs! to the Covered System{s}.This Agreement performance by Customer or recover damages for
andior during performance of the Services. Said does not cover and specifically excludes system breach of lhisAgreement, and b) recover all costs
materials shall at all times remain the responsibility upgrades and the replacement of obsolete systems, and expanses, including without limitation
and property of Customer. Company shall not be equipment, components or parts. All such services reasonable attorneys' fees, in connection with
responsible for the testing, removal or disposal of may be pravided by Company at Company's sole enforcing or attempting to enforce this Agreement.
such hazardous materials. discretion at an additional charge. If Emergency 24.One-Year Lfmitatlon On Actions; Choice Of
15. Limited Warranty. COMPANY WARRANTS Services are expressly included in the scope of law. It is agreed that no suit, or cause of action or
THAT ITS WORKMANSHIP AND MATERIAL work section, the Agreement price does not inGude other proceeding shall he brought against either
FURNISHED UNDER THIS AGREEMENT WILL travel expenses. party more than one (1) yearaiter the accmat of the
BE FREE FROM DEFECTS FOR A PERIOD OF i8. Availability and Cost of Steel, Piastres cause of action or one (1) year after the claim
NINETY {80) DAYS FROM THE DATE OF & Other Commodities. Company shall not be arises, whichever is shorter, whether known or
FURNISHING. Where Company provides responsibieforfalluretoprovidesarvices,deliver unknownwhaniheclaimarisesorwhetherbasad
product or equipment of others, Company wilt products, ar otherwise perform work required by this on tort, contract, or any other legal theory. The laws
warrant the produat or equipment only to the Agreement due to tack of available steel products or of Massachusetts shat) govern the validity,
extent warranted by such third party. EXCEPT products made from plastics or other commodities. enforceability, and interpretation of this Agreement.
AS EXPRESSLY SET fORTH HEREIN, (ijtntheeveniCompanyisunable,afterreasonable 25.Assignment. Customer may not assignthts
COMPANY DISCLAIMS ALL WARRANTIES, commercial efforts, io acquire and provide steal Agreement without Company's prior written
EXPRESS OR IMPLIED, INCLUDING BUT NOT products, or products made from plastics or other consent. Company may assign ibis Agreement
LIMITED TO ANY IMPLIED WARRANTIES OF commodities, if required to perform work required ,,vithout obtaining Customer's consent.
MERCHANTABILITY OR FITNESS FORA by this Agreement, Customer hereby agrees that 28. Entire Agreement. The parties intend this
PARTICULAR PURPOSE WITH RESPECT TO Company may terminate the Agreement, or the Agreement, together with any attachments or
THE SERVICES A E R F O R M E D O R 7 H E relevant portion of the Agreement, at no addhianai Riders (collectively the 'Agreement") to be the final,
PRODUCTS, SYSTEMS OR EQUIPMENT, IF ANY, cost and without penally. Customer agrees to pay complete and exclusive expression of their
SUPPORTED HEREUNDER. COMPANY MAKES Company in full for all work performed up to the Agreement and the terms and conditions thereof.
i NO WARRANTY OR REPRESENTATION,AND tfrneofanysuchtermination.{ii)ifCompanyisable This Agreement supersedes all prior
UNDERTAKES NO OBLIGATION TO ENSURE BY to obtain the steel products or products made from representations, understandings or agreements
THE SERVICES PERFORMED UNDER THlS plastics or other commodities, but the price of any between the parties, written or oral, and shall
AGREEMENT, THAT COMPANY'S PRODUCTS of the products has risen by more than 10% from constitute the sole terms and conditions of sate for
OR THE SYSTEMS OR EQUIPMENT OF THE the date of Iha bid, proposal or date Company all equipment and services. No waiver, change, or
CUSTOMER WILL CORRECTLY HANDLE THE executed this Agreement, whichever occurred first, modification of any terms or conditions of this
PROCE5SlNG OF CALENDAR DATES SEFORE then Company may pass through that increase Agreement shall be binding on Company unless
OR AFTER DECEMBER 37,1989. through a reasonable price increase to reflect made in writing and signed by an Authorized
16. Indemnity. Customer agrees to indemnify, hold increased cost at materials. Representative of Company.
harmless and defend Company against any and all 20. Farce Majeure. Company shat l not be 27. Severabillty. IE any provision of this Agreement
i~2004 5implesGrinnell LP. Afl rigAts ztsend. SG4269R6 tRev. 01 rD9) 4327801063 Page 7 of 8
25A-11
SERVICE AGREEMENT
(continued)
is held by any court or other competent authority to
be void or unenforceable in whole or in part, this
Agreement will continue to be valid as to the other
provisions and the remainder of the affected
provision.
28. Legal Fees. Company shall be entitled to
recover from the Customer alt reasonable legal fees
incurred in connection with Company enforcing the
Corms and conditions of this AgreemenE.
29. License Information (Security Systom
Customers): Al Alabama Electronic Security Board
of Licensure 7956 Vaughn Road, PMB 392,
Montgomery, Alabama 36116 (334j 264-9388: AR
Regulated by: Arkansas Board of Private
invesltgators and Private Security Agencies, #1
State Police Plaza Drive, Little Rock 72209
(501)818-860D: CA Alarm company operators are
licensed and rogulated by the Bureau of Security
and Investigative Services, Department of
Consumer Affairs, Sacramento, CA, 95814. llpon
completion of the installation of the alarm system,
the alarm company shall thoroughly instruct the
purchaser in the proper use of the alarm system.
Failure by the Licensee, without Segal excuse, to
substantially commence work within 20 days from
the approximate dale specified in the agreement
when the work will begin is a violation of the Alarm
Company Act: NY Licensed by the N.Y.S.
Department of the State: TX Texas Commission on
Private Security, 5805 N. lamer Bivd., Austin, TX
78752-4422, 512-424-7710. license numbers
available at www.simplexgrinnetl.com or contact
your focal SimptexGrinnelluffice.
'I~
L20W SimplezGrinneil S.P. Ail righa rcsenrd. SGi269R6 (Rev.Ofl09} 41278e106g Page Sofa
25A-12