HomeMy WebLinkAbout17- Professional Services Agreement, Parking Commission - Fire Suppression Systems - Purchase and Installation of Fire Extinguisher Cabinets and Audible Alarms 4�
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this llth day of May, 2017 by and between the
CITY OF BOZEMAN,MONTANA,a municipal corporation organized and existing under the laws
of the State of Montana, 121 North Rouse Ave., Bozeman,Montana 59771,hereinafter referred to as
"City,"and;Fire Suppression Systems,hereafter referred to as "Contractor".
In consideration of the mutual covenants and agreements herein contained, the receipt and
sufficiency whereof being hereby acknowledged, the parties hereto agree as follows:
1. Purpose: City agrees to enter this Agreement with Contractor for the purchase and
installation of twenty fire extinguisher cabinets and audible alarms further described in the attached
"Appendix A" and by this reference made a part hereof.
2. Term/Effective Date: This Agreement is effective upon the date of its execution and
will terminate on the 30th day of May 2018.
3. Scope of Work: Contractor will perform the work and provide the services in
accordance with the attached"Appendix A". For conflicts between this Agreement and the Scope of
Services,unless specifically provided otherwise,the Agreement governs.
4. Payment: City agrees to pay Contractor the amount specified in the Scope of Services
for the products and work described in the "Appendix A". Any alteration or deviation from the
described services that involves additional costs above the Agreement amount will be performed by
Contractor after written request by the City, and will become an additional charge over and above the
amount listed in the Scope of Services. The City must agree in writing upon any additional charges.
5. Contractor's Representations: To induce City to enter into this Agreement,
Contractor makes the following representations:
a. Contractor has familiarized itself with the nature and extent of this Agreement, the
Scope of Services, and with all local conditions and federal, state and local laws, ordinances, rules,
and regulations that in any manner may affect cost,progress or performance of the Scope of Services.
b. Contractor represents and warrants to City that it has the experience and ability to
perform the services required by this Agreement; that it will perform said services in a professional,
Page] of]l AMENDED PWAIssiowd Agreement for Purchase and installation of fare extinguisher
cabinets and audible alarms, July 2017
etent and��rne=� er-a d i 1� dili- enc�—and�ll-#iat it a�-t e�e��t r-r}lo_And --
perform this Agreement and grant the rights granted in it; and that its performance of this Agreement
shall not infringe upon or violate the rights of any third party,whether rights of copyright,trademark,
privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal,
state and municipal laws. The City will not determine or exercise control as to general procedures or
formats necessary to have these services meet this warranty.
6. Independent Contractor Status/Labor Relations: The parties agree that Contractor
is an independent contractor for purposes of this Agreement and is not to be considered an employee
of the City for any purpose. Contractor is not subject to the terms and provisions of the City's
personnel policies handbook and may not be considered a City employee for workers' compensation
or any other purpose. Contractor is not authorized to represent the City or otherwise bind the City in
any dealings between Contractor and any third parties.
Contractor shall comply with the applicable requirements of the Workers' Compensation Act,_
Title 39, Chapter 71, MCA, and the Occupational Disease Act of Montana, Title 39, Chapter 71,
MCA. Contractor shall maintain workers' compensation coverage for all members and employees of
Contractor's business, except for those members who are exempted by law.
Contractor shall furnish the City with copies showing one of the following: (1) a binder for
workers' compensation coverage by an insurer licensed and authorized to provide workers'
compensation insurance in the State of Montana; or (2) proof of exemption from workers'
compensation granted by law for independent contractors.
Contractor shall indemnify, defend, and hold the City harmless from any and all claims,
demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in
connection with any labor problems or disputes or any delays or stoppages of work associated with
such problems or disputes.
7. Indemnity/Waiver of Claims/Insurance: For other than professional services
rendered,to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify, and
hold harmless the City, its agents, representatives, employees, and officers (collectively referred to
for purposes of this Section as the City) from and against any and all claims, demands, actions, fees
and costs (including attorney's fees and the costs and fees of and expert witness and consultants),
losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous)
or damages of whatever kind or nature connected therewith and without limit and without regard to
the cause or causes thereof or the negligence of any party or parties that may be asserted against,
recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or
in any way related to: (i)the negligent, reckless, or intentional misconduct of the Contractor; (ii) any
Page 2 of]] AMENDED Professional Agree»iew.for P1,17-chase and inslallalion of fire exlil7guisher
cabinels and audible alarms, du y 2017
-- nggkgen#;reckless conduct-of any of the-Contractors-_agents
For the professional services rendered, to the fullest extent permitted by law, Contractor
agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and
expenses,including reasonable defense attorney fees,to the extent caused by the negligence or willful
misconduct of the Contractor or Contractor's agents or employees.
Such obligations shall not be construed to negate,abridge,or reduce other rights or obligations
of indemnity that would otherwise exist. The indemnification obligations of this Section must not be
construed to negate, abridge, or reduce any common-law or statutory rights of the indemnitee(s)
which would otherwise exist as to such indemnitee(s).
Contractor's indemnity under this Section shall be without regard to and without any right to
contribution from any insurance maintained by City.
Should any indemnitee described herein be required to bring an action against the Contractor
to assert its right to defense or indemnification under this Agreement or under the Contractor's
applicable insurance policies required below the indemnitee shall be entitled to recover reasonable
costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court
of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or was
obligated to indemnify the indemnitee for a claim(s) or any portion(s)thereof.
In the event of an action filed against City resulting from the City's performance under this
Agreement,the City may elect to represent itself and incur all costs and expenses of suit.
Contractor also waives any and all claims and recourse against the City or its officers, agents
or employees, including the right of contribution for loss or damage to person or property arising
from, growing out of, or in any way connected with or incident to the performance of this Agreement
except"responsibility for his own fraud, for willful injury to the person or property of another,or for
violation of law,whether willful or negligent" as per 28-2-702, MCA.
These obligations shall survive termination of this Agreement and the services performed
hereunder.
In addition to and independent from the above,Contractor shall at Contractor's expense secure
insurance coverage through an insurance company or companies duly licensed and authorized to
conduct insurance business in Montana which insures the liabilities and obligations specifically
assumed by the Contractor in this Section. The insurance coverage shall not contain any exclusion
for liabilities specifically assumed by the Contractor in subsection (a) of this Section.
Page 3 of l l AMENDED Proli ssionol Agreement for'Purchase and installation of
fire extinguisher
c•abinels and audible alurms• July 201
The insurance shall cover and apply to all claims, demands, suits, damages, losses, and
expenses that may be asserted or claimed against, recovered from, or suffered by the City without
limit and without regard to the cause therefore and which is acceptable to the City and Contractor
shall furnish to the City an accompanying certificate of insurance and accompanying endorsements
in amounts not less than as follows:
• Workers' Compensation—statutory;
• Employers' Liability- $1,000,000 per occurrence; $2,000,000 annual aggregate;
• Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual
aggregate;
The City of Bozeman, its officers, agents, and employees, shall be endorsed as an additional
or named insured on a primary non-contributory basis on both the Commercial General and
Automobile Liability policies. The insurance and required endorsements must be in a form suitable
to City and shall include no less than a thirty(30) day notice of cancellation or non-renewal. The City
must approve all insurance coverage and endorsements prior to the Contractor commencing work.
Contractor shall notify City within two (2) business days of Contractor's receipt of notice that any
required insurance coverage will be terminated or Contractor's decision to terminate any required
insurance coverage for any reason.
The City must approve all insurance coverage and endorsements prior to the Contractor
commencing work.
8. Termination for Contractor's Fault:
a. If Contractor refuses or fails to timely do the work,or any part thereof, or fails
to perform any of its obligations under this Agreement, or otherwise breaches any terms or
conditions of this Agreement, the City may, by written notice, terminate this Agreement and
the Contractor's right to proceed with all or any part of the work ("Termination Notice Due
to Contractor's Fault"). The City may then take over the work and complete it, either with its
own resources or by re-letting the contract to any other third party.
b. In the event of a termination pursuant to this Section 8, Contractor shall be
entitled to payment only for those services Contractor actually rendered.
C. Any termination provided for by this Section 8 shall be in addition to any other
remedies to which the City may be entitled under the law or at equity.
Page 4 of l l AMENDED Professional Agreement for Purchase and installation of fire extinguisher
cabinets and audible alarms, July 2017
_____ �, Tne_�v�nt�fxminati�n under thic �e�tion 8, Contractor shall under no
circumstances, be entitled to claim or recover consequential, special, punitive, lost business
opportunity, lost productivity, field office overhead, general conditions costs, or lost profits
damages of any nature arising, or claimed to have arisen, as a result of the termination.
9. Termination for City's Convenience:
a. Should conditions arise which, in the sole opinion and discretion of the City,
make it advisable to the City to cease work on the services provided, City may terminate this
Agreement by written notice to Contractor("Notice of Termination for City's Convenience").
The termination shall be effective in the manner specified in the Notice of Termination for
City's Convenience and shall be without prejudice to any claims that the City may otherwise
have against Contractor.
b. Upon receipt of the Notice of Termination for City's Convenience, unless
otherwise directed in the Notice, the Contractor shall discontinue services and shall do only
such work as may be necessary to preserve,protect, and maintain work already completed, in
progress.
C. In the event of a termination pursuant to this Section 13, Contractor is entitled
to payment only for those services Contractor actually rendered and materials actually
purchased or which Contractor has made obligations to purchase on or before the receipt of
the Notice of Termination for City's Convenience, and reasonably incurred costs. It is agreed
that any materials that City is obligated to purchase for the Contractor will remain the City's
sole property.
d. The compensation described in Section 13(c) is the sole compensation due to
Contractor for its performance of this Agreement. Contractor shall, under no circumstances,
be entitled to claim or recover consequential, special,punitive, lost business opportunity, lost
productivity, field office overhead, general conditions costs, or lost profits damages of any
nature arising, or claimed to have arisen, as a result of the termination.
10. Limitation on Contractor's Damages, Time for Asserting Claim:
a. In the event of a claim for damages by Contractor under this Agreement,
Contractor's damages shall be limited to contract damages and Contractor hereby expressly
waives any right to claim or recover consequential, special, punitive, lost business
opportunity, lost productivity, field office overhead, general conditions costs, or lost profits
damages of any nature or kind.
Page 5 of 11 AMENDED Professional Agreement.for Purchase and installation of fire extinguisher
cabinels and audible alarms. Jirly 2017
b. In the event Contractor wants to assert a claim for damages of any kind or
nature, Contractor shall provide City with written notice of its claim, the facts and
circumstances surrounding and giving rise to the claim, and the total amount of damages
sought by the claim, within ten (10) days of the facts and circumstances giving rise to the
claim. In the event Contractor fails to provide such notice, Contractor shall waive all rights
to assert such claim.
11. Representatives:
a. City's Representative: The City's Representative for the purpose of this
Agreement shall be Ed Meece, Parking Program Manager, or such other individual as City
shall designate in writing. Whenever approval or authorization from or communication or
submission to City is required by this Agreement, such communication or submission shall be
directed to Ed Meece as the City's Representative and approvals or authorizations shall be
issued only by such Representative; provided, however, that in exigent circumstances when
City's Representative is not available,Contractor may direct its communication or submission
to other designated City personnel or agents as listed above and may receive approvals or
authorization from such persons.
b. Contractor's Representative: The Contractor's Representative for the
purpose of this Agreement shall be Megan Inman,or such other individual as Contractor shall
designate in writing. Whenever direction to or communication with Contractor is required by
this Agreement, such direction or communication shall be directed to Contractor's
Representative; provided, however, that in exigent circumstances when Contractor's
Representative is not available, City may direct its direction or communication to other
designated Contractor personnel or agents.
12. Permits: Contractor shall provide all notices, comply with all applicable laws,
ordinances,rules,and regulations,obtain all necessary permits,licenses,including a City of Bozeman
business license.
Page 6 of 11 AMENDED Professional Agree7nent.f07-Purchase and installation of fire extinguisher
cabinets crud audible alarms, July 2017
In —Law" shall com}zy fiffly with all applicable state and
--- --------
federal laws, regulations, and municipal ordinances including, but not limited to, afl workers'
compensation laws, all environmental laws, the Americans with Disabilities Act, and all non-
discrimination, affirmative action, and utilization of minority and small business statutes and
regulations.
14. Nondiscrimination: The Contractor will have a policy to provide equal employment
opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations,
and contracts. The Contractor will not refuse employment to a person,bar a person from employment,
or discriminate against a person in compensation or in a term, condition, or privilege Of employment
because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual
or perceived sexual orientation, gender identity, physical or mental disability, except when the
reasonable demands of the position require an age,physical or mental disability,marital status or sex
distinction. The Contractor shall be subject to and comply with Title VI of the Civil Rights Act of
1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. The
Contractor shall require these nondiscrimination terms of its sub-Contractors providing services under
this agreement.
15. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training: Contractor
shall not permit or suffer the introduction or use of any intoxicants,including alcohol or illegal drugs,
by any employee or agent engaged in services to the City under this Agreement. Contractor
acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S.
Department of Transportation(DOT)regulations governing anti-drug and alcohol misuse prevention
plans and related testing. City shall have the right to request proof of such compliance and Contractor
shall be obligated to furnish such proof.
The Contractor shall be responsible for instructing and training the Contractor's employees and
agents in proper and specified work methods and procedures. The Contractor shall provide continuous
inspection and supervision of the work performed. The Contractor is responsible for instructing his
employees and agents in safe work practices.
16. Modification and Assignability: This document contains the entire agreement
between the parties and no statements, promises or inducements made by either party or agents of
either party, which are not contained in this written Agreement, may be considered valid or binding.
This Agreement may not be enlarged,modified or altered except by written agreement signed by both
parties hereto. The Contractor may not subcontract or assign Contractor's rights, including the right
to compensation or duties arising hereunder, without the prior written consent of City. Any
subcontractor or assignee will be bound by all of the terms and conditions of this Agreement.
Page 7 of 11 AMENDED Professional Agreeinenl for Purchase and inslallalion of;fii°e exlinguisher
cabinets and audible crlarr S, July 201
�1�cceunt �1}1�L�n prg�slx�p-n• ( ntragto- aWees to deyelOn and-0r
provide documentation as requested by the City demonstrating Contractor's compliance with the
requirements of this Agreement. Contractor shall allow the City, its auditors, and other persons
authorized by the City to inspect and copy its books and records for the purpose of verifying that the
reimbursement of monies distributed to Contractor pursuant to this Agreement was used in
compliance with this Agreement and all applicable provisions of federal, state, and local law. The
Contractor shall not issue any statements, releases or information for public dissemination without
prior approval of the City.
18. Non-Waiver: A waiver by either parry any default or breach by the other party of any
terms or conditions of this Agreement does not limit the other parry's right to enforce such term or
conditions or to pursue any available legal or equitable rights in the event of any subsequent default
or breach.
19. Attorney's Fees and Costs: That in the event it becomes necessary for either Parry of
this Agreement to retain an attorney to enforce any of the terms or conditions of this Agreement or to
give any notice required herein, then the prevailing Parry or the Party giving notice shall be entitled
to reasonable attorney's fees and costs,including fees, salary,and costs of in-house counsel to include
City Attorney.
20. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all
appropriate employee withholdings. .
21. Dispute Resolution:
a. Any claim, controversy, or dispute between the parties, their agents,
employees, or representatives shall be resolved first by negotiation between senior-level
personnel from each party duly authorized to execute settlement agreements. Upon mutual
agreement of the parties,the parties may invite an independent,disinterested mediator to assist
in the negotiated settlement discussions.
b. If the parties are unable to resolve the dispute within thirty(30) days from the
date the dispute was first raised, then such dispute may only be resolved in a court of
competent jurisdiction in compliance with the Applicable Law provisions of this Agreement.
22. Survival: Contractor's indemnification shall survive the termination or expiration of
this Agreement for the maximum period allowed under applicable law.
23. Headings: The headings used in this Agreement are for convenience only and are not
Page 8 of l l AMENDED Professional Agreement for Purchase and installatiOn Of file extinguisher
cabinets and audible alarms, July 2017
----b"onstr-ue-d-as-a-part-a t e Agreement or�� a lim tatlanon h�scope_nf he cularTar ohs to
which they refer.
24. Severability: If any portion of this Agreement is held to be void or unenforceable,the
balance thereof shall continue in effect.
25. Applicable Law: The parties agree that this Agreement is governed in all respects by
the laws of the State of Montana and the parties expressly agree that venue will be in Gallatin County,
Montana, and no other venue.
26. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs,
legal representatives, successors, and assigns of the parties.
27. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the
parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or
enforced by a third party.
28. Counterparts: This Agreement may be executed in counterparts, which together
constitute one instrument.
29. Integration: This Agreement and all Exhibits attached hereto constitute the entire
agreement of the parties. Covenants or representations not contained therein or made a part thereof
by reference, are not binding upon the parties. There are no understandings between the parties other
than as set forth in this Agreement. All communications, either verbal or written, made prior to the
date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this
Agreement by reference.
**** END OF AGREEMENT EXCEPT FOR SIGNATURES ****
IN WITNESS WHEREOF,the parties hereto have executed this instrument the day and year
first above written.
_CITY OF BOZEMAN, MONTANA FIRE SUPPRESSSION SYSTEMS
CONTRACTOR(Type Name Above)
By ea By ( / Cd ..t /`CG11)
Ed Meece arking Program Manager
Print Name: ch L . V0
Print Title: C F
Page 9 of I I AMENDED Professional Agreeinenl_for Purchase and inslallulion of fn-e extinguisher
cubinels and audible alarms, July 2017
APP VED S TO FORM:
B
re S llivan, Bozeman City Attorney
Page 10 of l l AMENDED Professional Agreement for P147"chase and installation of fire
extinguisher cabinets and audible ala7'777s, Jule 2017
APPENDIX A .
Scope of work for
purchase and installation of twenty fire
extinguisher cabinets and
audible alarms.
Page 11 of11 AMENDED Professional Agreement.fin• Purchase and insiallation of;fire
extinguisher cabinets and audible alarms, Jule 201
-- Number AAAQ1386-0
Fire Suppression Systems
2171 Industrial Drive, Bozeman, MT 59715 Date Jun 29, 2017
t. 406-586-9510 f. 406-586-8701
So[4 To,
CITY OF BOZEMAN - REVISED CITY OF BOZEMAN - REVISED Megan
ED MEECE ED MEECE
Phone Rhone
Fax Fax
Here is the quote you requested.
1 FEE FOR INSURANCE CERTIFICATE $300.00
10 LABOR FOR INSTALLATION $1,200.00
20 MINI THEFT STOPPER - BRIGADIER $1,200.00
20 WHITE, SS, LOCKING, SOLID DOOR $4,000.00
- - - - SubTotal $6,700.00
Tax $0.00
Shipping $0.00
Total - -— $6,700.00
Please contact me if I can be of further assistance.
^I�ta SJ:�iEL i I HANG=- PRICES BASED UPON TOTAL PURCHASc-ALL OE LI VERY,TRAINING OR CONSULTING SERVKES TO BE BILLED AT PU6USHED Id ATES FOR EACH
C:CIIVITt INVOLVED
Created on 06/29/17 12:2932 '.iy QuotekVerks Page 1 of 1
1 of 4
�c FIRE SUPPRESSION SYSTEMS
j. 2171 Industrial Drive
Bozeman, MT 59715
Phone. (406)586-9510-FAX: (406)586.8701
THIS QUOTATION AND ANY RESULTING CONTRACT SHALL BE SUBJECT TO THE FOLLOWING GENERAL TERMS AND CONDITIONS:
GENERAL TERMS AND CONDITIONS
This quote between Coppermine Fire Suppression Systems I.I.C.a Delaware Limited Liability Company dba Fire Suppression Systems
hereby referred to as Seller and customer hereby referred to as Purchaser.
THE FOLLOWING GENERAL TERMS AND CONDITIONS SHALL PREVAIL NOTWITHSTANDING ANY VARIANCE WITH THE TERMS AND
CONDITIONS OF ANY ORDER SUBMITTED BY THE PURCHASER FOR THE SYSTEM,REGARDLESS OF WHETHER OR NOT THE SYSTEM WAS
DELIVERED TO THE PURCHASER THEREUNDER,AND,IN ANY EVENT,NO OTHER MODIFICATION OR AMENDMENTS SHALL BE BINDING
UPON SELLER UNLESS SPECIFICALLY AGREED TO IN WRITING BY AN AUTHORIZED OFFICIAL OF SELLER.
1. ACCEPTANCE OF ORDER: All orders are accepted by Seller,subject to credit approval and other terms and conditions as may be set
forth by Seller.This bid is valid for thirty(30)days from the date of bid,but cancelable in the event of causes beyond the control of Seller.
2. LIMITATION OF LIABILITY: SELLER,ITS OFFICERS, MEMBERS,EMPLOYEES AND SUBCONTRACTORS SHALL NOT BE LIABLE FOR ANY
DAMAGES OR LOSS,(INCLUDING DIRECT,INDIRECT,INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS)IN EXCESS OF AN
AMOUNT EQUAL TO THE PURCHASE PRICE OF THIS AGREEMENT,WHICH ARE SUSTAINED OR INCURRED IN CONNECTION WITH THE
INSTALLATION OR USE OF THE EQUIPMENT OR MATERIALS INSTALLED OR SUPPLIED,BY SELLER,REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT,TORT,INCLUDING NEGLIGENCE,STRICT LIABILITY OR OTHERWISE AND WHETHER OR NOT SUCH DAMAGES WERE
FORESEEN OR UNFORESEEN. THIS LIMITATION OF LIABILITY PROVISION SHALL ALSO APPLY TO PERSONAL INJURY(INCLUDING DEATH)
EXCEPT AS CAUSED BY THE SOLE AND EXCLUSIVE NEGLIGENCE OF SELLER. NO ACTION OR PROCEEDING AGAINST SELLER MAY BE
COMMENCED MORE THAN TWELVE(12)MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THE PARTIES AGREE THAT THESE PROVISIONS
SHALL SUPERSEDE ANY PRINTED TERMS AND CONDITIONS ON PURCHASER'S FORMS OR DOCUMENTS,WHETHER ISSUED PRIOR OR
SUBSEQUENT TO THIS AGREEMENT.
3. CANCELLATION OF ORDERS: Orders accepted by Seller may be canceled only with Seller's consent,and are subject to such cancellation charge
as may be determined by Seller. This amount shall be construed as LIQUIDATED DAMAGES representing an approximation of all administrative,
engineering,and other costs incurred by Seller in reliance upon the order: not as a penally.
4. DELIVERY,TITLE AND RISK OF LOSS: All shipments will be made F.O.B.shipping point unless quoted delivered or specifically agreed to in
writing. Delivery of equipment to a carrier shall constitute delivery to the purchaser, Risk of loss shall pass to the Purchaser upon Its delivery by Seller to
the carrier(regardless of whether payment as been made). All claims for loss or damage must be made by the Purchaser to the carrier. Claims for
shortages or other errors must be made in writing to Seller,within 5 days after receipt of shipment and failure to give such notice shall mean unqualified
acceptance by Purchaser.
Seller agrees to ship equipment to Purchaser only on Purchaser's order. Seller will endeavor to fill Purchaser's orders promptly but shall not be liable for
loss or damage because of delay in shipment or because of failure to ship. Seller may refuse to accept any order and may delay or postpone shipment
or delivery for any reason it deems sufficient. Seller is not obligated on an order until accepted and then only to deliver in due course,taking into
consideration its other business. Purchaser acknowledges and agrees that title to the equipment shall remain in Seller until such time as Purchaser shall
have paid for the equipment in full.
5. TAXES AND FEES: This bid DOES NOT include bonds,licenses,taxes,permits or other fees. These are the responsibility and expense of
Purchaser.
6. INSTALLATION: The installation of the proposed equipment,engineering,drawings,electrical installation materials such as wire and conduit,final
hookup of devices,final check-out,certification and labor ARE NOT included unless specifically staled on the bid.
7. WARRANTIES AND LIMITATIONS: Seller warrants all products to be free from detects in material and workmanship for a period of one year(12
months)from the data of shipment 10 the Purchaser or Installation by Seller,provided,however,[hat Sellers liability under said warranty shall be limited
to the repair or replacement,at its option,of any product or parts thereof which Seller determines to be defective,or,at Seller's election,the return of
the purchase price,and in no case shall Seller's liability under any other remedy prescribed by law exceed the purchase price. THIS WARRANTY
DOES NOT APPLY TO ANY PRODUCTS WHICH HAVE BEEN SUBJECTED TO ABUSE,MISHANDLING,IMPROPER USE,OR REPAIR BY
UNAUTHORIZED PERSONS,AND IS IN LIEU OF ALL OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
SELLER SHALL NOT BE LIABLE FOR ANY INDIRECT,INCIDENTAL,ECONOMIC,OR CONSEQUENTIAL LOSS OR DAMAGE TO THE PURCHASER
OR USER OF THIS EQUIPMENT ARISING OUT OF THE FAILURE OF THE EQUIPMENT TO OPERATE.
PURCHASER ACKNOWLEDGES,BY HIS ACCEPTANCE OF THE SYSTEM COVERED BY THESE TERMS AND CONDITIONS,THAT THERE ARE
NO EXPRESS OR IMPLIED WARRANTIES AS TO THE CONDITION OR QUALITY OF THE EQUIPMENT,THE DESIGN OF THE SYSTEM,ITS
MERCHANTABILITY,OR ITS FITNESS FOR ANY PARTICULAR PURPOSE IN CONNECTION WITH ITS PURCHASE OR USE. PURCHASER
ACKNOWLEDGES AND AGREES THAT SELLER IS NOT AN INSURER AND THAT PURCHASER ASSUMES ALL RISK OF LOSS OR DAMAGE TO
PURCHASER'S PREMISES OR TO THE CONTENTS THEREOF.
8. WORKING HOURS: Seller shall be obligated to perform the installation work or any warranty work during Seller's normal working hours of 6:00 A.M.
to 5:0D P.M.local time.Monday through Friday,exclusive of Seller's holidays. Installation or warranty work requested to be performed at times other
than during Seller's normal work hours shall be chargeable at Seller's standard overtime rates.
9. WORKING CONDITIONS: All hazardous equipment or parts are to be shut down while Seller's installation technicians are working near such
equipment. If shutdowns are not possible,the Purchaser is to blanket parts and equipment as may be required for safe working conditions. The
Purchaser is to maintain.without cost to Salle,.a qualified attendant in the area of the electrical hazards at all times that Seller's installation technicians
are working in or around such hazards. The Purchaser shall receive and store material,it required.and provide proper facilities for the prosecution of
the work. The Purchaser shall provide light.elevator.and crane service,if on the premises.
2 o14
—�D DRAWINGS:All drawings-andwire-diagramsprovidecFby-Seller-inconnection-witMhis-conlract-are-protected-under-UnitedStates r opyrig ws and intended solely for the use of the installer as a guide for the fabrication and installation of the system. These drawings and wire diagrams are
prepared in accordance with the project plans and specifications available to Seller at the time of bid and are NOT intended to be system design or
approval documents.
11. ELECTRICAL EQUIPMENT: Electrical equipment and wiring will be standard(not explosion-proof,weatherproof,etc.)unless otherwise specified
herein. Upon written request,Seller will provide written instruction regarding the appropriate wire/cable for installation of the equipment/system(s)
identified on this bid. Seller shall not be responsible for the problems or damages resulting from the use of any wire/cable other than that which has
been identified in writing by Seller for a specific application.
12. POWER CONNECTION: Purchaser will provide a power supply terminating in a Purchaser-supplied fusible disconnect switch at the system
location for system electrical equipment. This power supply shall be run direct from a main distribution center to provide a supply not subject to
interruption.
13. MODIFICATIONS: Modifications of this agreement will effect a subsequent change in purchaser prices in addition to or less than the prices quoted,
depending upon the additions or reductions.
14, PURCHASER AGREES:
a. To pay to Seller for the system and installation of the system,the sum as specified in the above bid.
b. To extend to Seller all cooperation necessary to permit Seller to perform any installation as specifically indicated on bid.
c. To authorize and empower Seller to enter upon the premises of Purchaser in order to perform or cause to be performed any installation as
specifically indicated on bid.
d.If the equipment is to be installed according to plans and specifications for installation provided by Purchaser,Purchaser agrees to pay for any and all
costs incurred for any additions,changes or corrections necessitated by inaccuracies,errors,discrepancies or changes in said plans and specifications.
e. All work,materials,equipment and supplies not included on the bid shall be provided by Purchaser at no cost to Seller.
f. Purchaser hereby acknowledges that he will provide,Install and maintain all conduit,wiring and line voltage necessary for the installation,
maintenance and operation of the system. Purchaser agrees to provide all electrical requirements as set forth in the applicable NFPA Standard.
15. ALTERATIONS BY PURCHASER: All repairs or adjustments that may become necessary under the warranty provisions of this bid shall be
performed only by an authorized representative of Seller. Any repairs,adjustments or interconnections performed by Purchaser or at the Purchaser's
request by anyone other than an authorized representative of Seller shall VOID ALL WARRANTIES contained herein.
16. PAYMENT TERMS: Payment terms are net thirty(30)days from date of invoice where satisfactory open account credit is established.Seller
reserves the right to revoke or modify any credit at its sole discretion.Purchaser agrees to pay each invoice when due,In the event that purchaser
defaults on its obligation to pay each invoice when due,then,in addition to all other rights and remedies available to it,Seller shall have the option to
withhold any further shipments of material and/or the provision of any service until Purchaser's account is fully paid.
17. DEFAULT: In the event of default by Purchaser in the performance of any of the terms or conditions of this agreement,Seller may pursue any one
or more of the following remedies which are cumulative and non-exclusive:
a. Recover from Purchaser the total unpaid balance of the sum provided for in the bid,and any other sum provided for herein. In the event that
Purchaser shall be delinquent in any payment herein,Purchaser hereby agrees to pay to Seller a service charge of the maximum rate
allowed by law of the amount of the delinquency from the date of initial invoice from Seller to Purchaser.Purchaser also agrees to
pay reasonable legal fees or agency commissions sustained by Seller in pursuit of payment which is past due.
b. Enter upon the premises of Purchaser and to remove the system or repossess said equipment described herein without notice. Removal of the system
or equipment shall be without prejudice to the collection of any and all sums due under the agreement. In such event,Purchaser shall return said
equipment to Seller in good condition,reasonable wear and tear excepted. In the event of repossession of the equipment,Purchaser shall pay to Seller all
costs of repossession including but not limited to storage,drayage,repair,renovation,alteration,attorneys fees,collection costs,commissions and then
to the unpaid amount of the sum awed.
c. Immediately cease further work on the installation of the system;
d. Terminate the contract by giving ten(10)days'written notice to Purchaser;
e. File a mechanic's lien and foreclose the same;
f. Pursue any other remedy at law now or hereafter existing.
18. SUBROGATION: PURCHASER HEREBY RELEASES,DISCHARGES AND AGREES TO HOLD SELLER HARMLESS FROM ANY AND ALL
CLAIMS,LIABILITIES,DAMAGES,LOSSES OR EXPENSES,ARISING FROM OR CAUSED BY ANY HAZARD COVERED BY INSURANCE IN OR ON
THE PREMISES OF PURCHASER WHETHER SAID CLAIM IS MADE BY PURCHASER,HIS AGENTS OR INSURANCE COMPANY,OR ANY OTHER
PARTIES CLAIMING UNDER OR THROUGH PURCHASER. PURCHASER AGREES TO INDEMNIFY SELLER AGAINST,AND DEFEND AND HOLD
SELLER HARMLESS FROM,ANY ACTION FOR SUBROGATION WHICH MAY BE BROUGHT AGAINST SELLER BY ANY INSURER OR INSURANCE
COMPANY OR ITS AGENTS OR ASSIGNS INCLUDING THE PAYMENT OF ALL DAMAGES,EXPENSES,COSTS AND ATTORNEY'S FEES.
19. DELAY OR INTERRUPTION IN INSTALLATION: Seller assumes no liability for delay or interruption of delivery or installation of the equipment due
to strikes,riots,floods,storms,earthquakes,fires,power failures,insurrection,acts of God or any other cause beyond the control of Seller and will not
be required to deliver or Install said equipment while interruption due to any such cause shall continue therein.
If work is discontinued due to any such cause,not the fault of Seller,there shall immediately be due and payable at the option of Seller a sum equal to
the expense of Seller,paid or incurred for materials,labor and service up to the time of such discontinuance.
If the Purchaser delays or interrupts the progress of the work or causes changes to be made,Purchaser shall reimburse Seller for any additional
expense resulting from such causes. Should the Purchaser desire to defer the completion of the work,Seller reserves the right to submit a new
estimate of cost for such completion of work,based on the conditions prevailing at the time of such work.
20. SERVICE AVAILABLE UNDER SEPARATE AGREEMENT:
a. Except as specifically set forth herein,Seller shall not be obligated to provide service of any type on or to the system installed for the benefit of the
Purchaser.
b. Purchaser understands that in order to maintain the manufacturer's warranties,it is necessary to maintain the system under an inspection and service
contract with an authorized dealer or distributor of the system installed. Purchaser may obtain an inspection and service contract from Seller by a
separate agreement.
c. Purchaser acknowledges that the system and surrounding area must be kept free and clear from any grease,dirt or other debris at all times and that
Purchaser is responsible for such cleaning.
d.Purchaser acknowledges that this system should be inspected in accordance with applicable NFPA standards.
21. ACCEPTANCE OF INSTALLATION: Any error or omission in the construction or installation of the system must be called to the attention of Seller
in writing within five(5)days after completion of installation. Upon the expiration of said five(5)days,the installation shall be deemed totally satisfactory
to and accepted by Purchaser.
3of4
22. CHANGES IN STANDARDS OR DESIGN AREA:
a. Seller shall not be responsible not liable for any costs or charges necessitated by changes In the regulations and standards of any regulatory agency
or any entity with authority having jurisdiction after the date of execution of this agreement.
b. Purchaser shall be responsible for any additions,corrections or changes to the system that may be required or requested after the execution of this
agreement by the Purchaser or by any of the regulatory agencies or institutions,including but not limited to the State Fire Marshal Bureau,any municipal
or local fire or electrical agencies,any insurance companies,the National Fire Protection Association,Underwriter's Laboratories,Inc.,or any other
changes to the usage or design of the area of system location.
c. Seller shall not be required to make any of the additions,corrections or changes referred to in subparagraph(b)above unless a separate agreement in
writing is negotiated and entered into by the parties.
d. Purchaser acknowledges that 11 is his responsibility to bring to the attention of Seller any rules,regulations,standards or codes of which Purchaser may
be aware and with which the system must comply.
e. Purchaser acknowledges that changes in the usage or in the design of the area in which the system is located may reduce or limit the effectiveness of
the system and modifications to the system may be required.
23. SELLER'S QUALIFICATIONS: Seller meets all the State licensing requirements and has NICET Certification in the Subfield of Fire Alarm Systems
Special Hazard and Fire Extinguishing Systems in the Field of Fire Protection Engineering Technology.
24. INVALID PROVISIONS: If any of the terms or provisions of this agreement shall be determined to be invalid or inoperative,all of the remaining
terms and provisions shall remain in full force and effect.
26. ATTORNEY'S FEES: In case suit or action is brought to enforce any of the provisions of this agreement,the losing party shall pay to the prevailing
party such sum as the court shall determine as reasonable attorneys fees,including attorney's fees on all appeals.
26. NOTICES: All notices to be given hereunder shall be in writing and may be served,either personally or by mail,postage prepaid to the addresses
set forth in this agreement or to any other address provided by one to the other from time to time in writing.
27. CONDITIONS AND COVENANTS: Each and all of the provisions of this agreement are conditions to be faithfully and fully performed.
28. PARAGRAPH HEADINGS: The paragraph titles used herein are for the convenience of the parties only and shall not be considered in construing
the provisions of this agreement.
29. VENUE: All transactions hereunder shall be governed by MCA Title 28,Chapter 2,Part 21 and all other laws of the State of Montana. The parties
agree that any mediation,arbitration or litigation concerning these transactions must be brought in the 18th Judicial District in and for the County of
Gallatin,State of Montana.
30. ENTIRE INTEGRATED AGREEMENT;MODIFICATIONS;ALTERATIONS;WAIVER: This writing is intended by the parties as a final expression
of their agreement and as a complete and exclusive statement of the terms thereof. This agreement supersedes all prior representations,
understandings or agreements of the parties,and the parties rely only upon the contents of this agreement in executing it and have not relied on any
other representations,oral or otherwise,made by the parties,their agents or employees. This agreement can only be modified by a writing signed by
the parties or their duly authorized agent. No waiver of a breach of any term or condition of this agreement shall be construed to be a waiver of any
succeeding breach.
Ze y: Accepted By:
y /l
FI E S PRESSION SYSTEMS
Authorized Agent's Printed Name: Authorized Agent's Printed Name:
Address:
Phone:
Federal ID No:
4of4