HomeMy WebLinkAbout15- Western States Fire Protection Co for Senior Center Fire Suppression System UpgradePROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 27th day of July, 2015, 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, Western States Fire Protection Co., P.O. Box 908, Missoula, MT. 59806,
hereinafter 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 to perform for City
services described in the Scope of Services listed as the Proposal attached hereto as Attachment "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 September, 2015.
3. Scope of Work: Contractor will perform the work and provide the services in
accordance with the details outlined in the Scope of Services listed as the Proposal that was in
response to the bid request. 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 listed as the Proposal submitted in response to the bid request. 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 listed as the Proposal. The City must
agree in writing upon any additional charges.
S. 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
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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
perforin the services required by this Agreement; that it will perform said services in a professional,
competent and timely manner and with diligence and skill; that it has the power to enter into 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.
Contractor shall post a legible statement of all wages and fringe benefits to be paid to the
Contractor's employees and the frequency of such payments (i.e., hourly wage employees shall be
paid weekly). Such posting shall be made in a prominent and accessible location at the Contractor's
normal place of business and shall be made no later than the first day of services provided under
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this Agreement. Such posting shall be removed only upon expiration or termination of this
Agreement.
In performing the services under this Agreement, Contractor shall give preference to the
employment of bona fide residents of Montana, as required by §18-2-403, MCA, and as such, term
is defined by §18-2-401(1), MCA. When making assignments of work, Contractor shall use
workers both skilled in their trade and specialized in their field of work for all work to which they
are assigned.
Pursuant to §§18-2-403 and 18-2-422, MCA, Contractor shall pay wages, benefits, and
expenses as set forth in the Montana Prevailing Wage Rage for Non Construction Services,
effective May 1, 2014 and applicable to Gallatin County, Montana which schedule is incorporated
herein. Contractor shall pay all hourly wage employees on a weekly basis. Violation of the
requirements set forth in the above State of Montana schedule of prevailing wage rates may subject
the Contractor to the penalties set forth in §18-2-407, MCA. Contractor shall maintain payroll
records and provide certified copies to the City. Contractor shall maintain such payroll records
during the term of this Agreement, the course of the work on the Construction Project, and for a
period of three (3) years following the date of final completion of the Construction Project and
termination of this Agreement.
In the event that, during the term of this Agreement, any labor problems or disputes of any
type arise or materialize which in turn cause any services to cease for any period of time, Contractor
specifically agrees to take immediate steps, at its own expense and without expectation of
reimbursement from City, to alleviate or resolve all such labor problems or disputes. The specific
steps Contractor shall take to services shall be left to the discretion of Contractor; provided,
however, that Contractor shall bear all costs of any related legal action. Contractor shall provide
immediate relief to the City so as to permit the services to continue at no additional cost to City.
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. IndemnitylWaiver 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),
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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 negligent, reckless, or intentional misconduct of any of the Contractor's agents;
or (iii) the negligent, reckless, or intentional misconduct of any other third party.
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
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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.
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;
• Automobile Liability - $1,000,000 property damage/bodily injury; $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 sixty (60) 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.
S. 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
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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.
d. In the event of termination under this Section 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,
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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 Assertive 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.
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 James Goehrung (Facilities Superintendant) 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 James Goehrung 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 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.
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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.
13 Laws and Regulations: Contractor shall comply fully with all applicable state and
federal laws, regulations, and municipal ordinances including, but not limited to, all 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
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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.
17. Reports/Accountability/Public Information: Contractor agrees to develop and/or
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 party any default or breach by the other party of
any terms or conditions of this Agreement does not limit the other party'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 Party
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 Party 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
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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 be construed as a part of the Agreement or as a limitation on the scope of the particular
paragraphs 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.
30. Extensions: this Agreement may, upon mutual agreement, be extended for a
period of one year by written agreement of the Parties. In no case, however, may this Agreement run
longer than June 30, 2018.
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**** 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
Chris Kukulski, City Manager
AS TO FORM:
By /k '
Greg Si an, Bozeman City Attorney
t r Rte. L IL _ _
CONTRACTOR (Type Name Above)
By \�L.. 6
Print Name: jj
Print Title: m 1t, ®OP'> .,Oa,
Professional Services Agreement for Senior Center Fire Suppression System Upgrade
FY 2015 - 2016
Page 11 of 11
Western States
We Protection Ca,
ft rj \`
f r� w
Western States
Fire Protection Co.
P.O. Box 908
Missoula, MT 59806
406.728.5242 FAX 406.543.6071
PROPOSAL
Fire Protecdon Systems
Design • Fabrication • Installation
Commercial • industrial • Residential • Institutional
Special Hazards • High Tech • Defense - Hangars
Retrofit • Service • Inspection • Maintenance
Facilit Services, City of Bozeman
579-4843
6/12/15
S1-
P.O. Box 1230
EMAIL
lwirtz@bozeman.net
-159171017717=
6/4/15
Cl I Y, St ATE, ZIP CODE
Bozeman, MT 59771
PROJECI NAME
Bozeman Senior Center Basement
ARCHHEut
Coffman Engineers
Lonnie Wirtz
807 N. Tracy Ave. Bozeman, MT
WE HEREBY SUBMIT SPECIFICATIONS & ESTIMATES FOR;
To make the alterations to the existing fire sprinkler system for the project mentioned above. The cost for these alterations has
been determined with plans and notes provided by Coffman Engineers. All work to be conducted during normal working hours.
This cost does not include replacing any damaged ceiling tiles, if any, during the sprinkler system upgrade. All care will be
taken to protect the customer's equipment and material in the rooms that require work. This cost does not include any fire
sprinkler permit cost or plan review cost.
PRICE DOES INCLUDE: FABRICATION, SHIPPING, INSTALLATION, and TESTING,
PRICE DOES NOT INCLUDE: ELECTRICAL WIRING, PAINTING, PATCHING, FIRE CAULKING, CORE
DRILLING, EXTRA COSTS FOR CADD FILES, or INSTALLATION, TESTING, or FLUSHING of UNDERGROUND
PIPING, or a FIRE PUMP SYSTEM.
For the sum of; Twelve Thousand. Eight Hundred Sixty Three Dollars ($ 12.863.U- )
Acceptance of Proposal per Attached Terms and Conditions:
Western States Fire Protection
Dave yaggy
Dave Yaggy
Sales Representative
AUTHORIZED SIGNATURE:
PRINT NAME:
WORK ORDER GENERAL TERMS AND CONDITIONS
By accepting the attached Work Order, the undersigned ("Purchaser") hereby agrees to the following;
1. Fire Protection Service's (the "Company"), cannot and does not insure, guarantee or warrant the operational condition of any pre-existing fire protection system(s)
and therefore is not responsible for any such pre-existing fire protection systems.
2. The Company's scope of work is agreed to be limited to that which is described on the attached Work Order, signed by a duly authorized representative of the
Company, Any additional work required will be done only as a change order signed by both parties and subject to the terms herein.
3. Testing required of any old or pre-existing fire protection system will be done as an additional charge unless otherwise specked on the attached Work Order.
4. The Purchaser hereby assumes full responsibility and liability for the condition of any and all pre-existing equipment, and for water damage and other damage
resulting directly or indirectly from such condition or the application of any test or flushing pressures applied by the Company.
5. Any and all loss or damage caused by the Company to the workmen, work materials, tools and/or equipment of the Company or its agents or subcontractors while in
or about the premise of the Purchaser shall be bome solely and paid fully by the Purchaser.
6. The Company wan -ants the equipment and materials used in the performance of its obligations under this agreement shall be free from defects in workmanship and
materials for a period of Ninety (90) days from acceptance of the work, No other express warranty is given and no affirmation of the Company by words or actions
shall constitute any additional warranty. THIS LIMITED WARRANTY IS EXPRESSLY IN LIEU OF ANY OTHER EXPRESS OR IMPLIED WARRANTIES,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANT ABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THE
COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES.
7. The Company shall maintain its work area in an orderly and clean condition and shall remove any rubbish and debris created by the Company to an on-site area
designated by the Purchaser,
8. The Work Order and these General Terms and Conditions (collectively, the "Agreement"), shall constitute a personal contract between the Company and the
Purchaser and shall not be assignable by either party without the written consent of the other.
9, The Purchaser is solely responsible and liable for providing any interim or temporary fire protection required during the shutdown of any pre-existing fire protection
systems(s).
LIMITATION OF COMPANY LIABILITY.
PURCHASER ACKNOWLEDGES THAT THE COMPANY IS NOT AN INSURER AND THAT THE PAYMENTS MADE TO THE COMPANY BY THE
PURCHASER ON THE PROJECT DESCRIBED IN THE ATTACHED WORK ORDER ARE BASED UPON THE VALUE OF THE SYS'T'EM AND/OR
SERVICES PROVIDED BY THE COMPANY AND ARE WHOLLY UNRELATED TO THE VALUE OF THE PURCHASER'S PROPERTY OR
BUSINESS.
IN RECOGNITION OF THE RELATIVE RISKS AND BENEFITS TO THE PURCHASER AND TO THE COMPANY RESULTING FROM THE
SERVICES TO BE PERFORMED BY THE COMPANY, THE RISKS HAVE BEEN ALLOCATED SUCH THAT THE PURCHASER, AS WELL AS THE
PURCHASER'S SUCCESSORS, ASSIGNS, AGENTS, AND REPRESENTATIVES, AGREE TO THE FULLEST EXTENT PERMITTED BY LAW, TO
LIMIT THE LIABILITY OF THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENT COMPANY, SUBSIDIARIES, AFFILIATES,
AGENTS, CONSULTANTS, SUBCONTRACTORS AND VENDORS TO A MAXIMUM OF TEN THOUSAND DOLLARS ($10,000.00), OR THE
AMOUNT OF THE CONTRACT/PRICE OF WORK TO BE PERFORMED PURSUANT TO THE ATTACHED WORK ORDER, WHICHEVER IS LESS.
THIS LIMITATION OF LIABILITY SHALL APPLY TO ALL JUDGMENTS, CLAIMS, LIABILITY, COSTS, CLAIMS, EXPENSES, AND ALL OTHER
DAMAGES OR LOSSES OF ANY NATURE, INCLUDING WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL, LOST PROFITS, PUNITIVE,
OR OTHER DAMAGES, SUSTAINED BY PURCHASER, CONTRACTOR OR SUBCONTRACTORS, OR ANY OTHER THIRD PARTY CLAIMING BY
OR THROUGH THEM. THIS LIMITATION OF LIABILITY SHALL BE ENFORCEABLE: (1) REGARDLESS OF THE AMOUNT OF ANY ACTUAL
DAMAGES SUSTAINED, IF ANY, AS A RESULT OF THE SYSTEM OR SERVICES OF THE COMPANY; AND (2) EVEN IF THE LOSS R DAMAGE
AT ISSUE IS CAUSED OR ALLEGED TO BE CAUSED BY THE NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF WARRANTY, DEFECTIVE
PRODUCTS, STRICT LIABILITY, PRODUCTS LIABILITY, VIOLATIONS OF THE DECEPTIVE TRADE PRACTICES ACT, OR OTHER FAULT OF
THE COMPANY, ITS PARENT, SUBSIDIARIES , AFFILIATES, AGENTS, CONSULTANTS, SUBCONTRACTORS, VENDORS, OR THEIR
RESPECTIVE EMPLOYEES, AGENTS OR REPRESENTATIVES. SHOULD PURCHASER DESIRE A DIFFERENT LIMITATION OF LIABILITY,
SUCH MAY BE AVAILABLE AS AN ADDITIONAL SERVICE AT AN ADDITIONAL COST, IN THE COMPANY'S SOLE DISCRETION.
IF PAYMENT FOR SYSTEM AND/OR SERVICES PROVIDED IN THIS AGREEMENT IS NOT RECEIVED BY THE COMPANY WHEN DUE, THE
PURCHASE AGREES TO PAY ALL COSTS OF COLLECTION, INCLUDING WITHOUT LIMITATION, ATTORNEYS' FEES, LITIGATION COSTS,
EXPENSES AND FEES, INCLUDING SUCH AMOUNTS INCURRED ON APPEAL, AS WELL AS INTEREST ACCRUED ON THE AMOUNT DUE,
COMPUTED AT THE HIGHEST ANNUAL RATE ALLOWABLE BY APPLICABLE STATE LAW.
This Agreement shall be governed and construed according to the laws of the state in which the work and/or services described on the attached Work Order were
performed without reference to any conflict of law provisions. All actions to enforce this Agreement shall he brought in a state or federal court located in the district in
which the work and/or services as described on the attached Work Order were performed. Should any provision or portion of the Agreement be held unlawful or
unenforceable, the balance shall nonetheless in all respects remain binding and effective and shall be construed to be in full force and effect to the extent lawfully
permissible. The Agreement contains all of the agreements, conditions, promises, and covenants between the parties with inspect to the subject matter herein and
supersedes all prior or contemporaneous agreements, representations, or understandings with respect to the subject matter herein, The Agreement is intended to be final
and binding regardless of any claims of mistake, The parties agree that any amendment or change or modification shall be in writing and signed by all parties.
ACCEPTANCE OF PROPOSAL
THE PRICES, SPECIFICATIONS AND CONDITIONS SET FORTH IN THE ATTACHED WORK ORDER ARE SATISFACTORY AND ARE HEREBY
ACCEPTED. YOU ARE AUTHORIZED TO DO THE WORK AS SPECIFIED. PAYMENT WILL BE MADE AS OUTLINED ABOVE, THE LIMITATION OF
COMPANY LIABILITY AS SET FORTH ABOVE IS UNDERSTOOD AND HEREBY ACCEPTED,
By Date
Purchaser Representative's Signature Purchaser Representative's Name Printed or Typed
-OR•
Date
General Contractor Representative's Signature General Contractor Purchaser Representative's Name Printed or Typed