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PW 1033 Annex Fire Spinkler; Essential FacilitiesCity of San Rafael ♦ California Form of Contract Agreement for Informal Bids SimplexGrinnell LP This Agreement is made and entered into this 147 day of ".4 y , 2017, by and between the City of San Rafael (hereinafter called City) and SimplexGrinnell LP, dba Tyco SimplexGrinell. (hereinafter called Contractor). Witnesseth, that the City and the Contractor, for the considerations hereinafter named, agree as follows: 1. Scope of the Work. The Contractor hereby agrees to furnish all of the materials, equipment, and labor necessary to perform the work for the project entitled "1033 Annex Fire Sprinkler," all in accordance with Contractor's Proposal, dated April 10, 2017. attached as Exhibit "1" hereto and incorporated herein by reference. 2. Prevailing Wages. Pursuant to the requirements of California Labor Code Section 1771, and San Rafael Municipal Code Section 11.50.180 (C), the general prevailing wage in the locality in which the work is to be performed, for each craft or type of worker needed to execute the contract, shall be followed. 3. Time of Completion. (a) The work to be performed under this Contract shall be commenced within FIVE (5) WORKING DAYS after the date of written notice by the City to the Contractor to proceed, after lead time as set forth in Contractor's bid attached hereto. (b) All work, including punchlist items, shall be completed within 5 WORKING DAYS. and with such reasonable extensions of time as may be requested by Contractor and approved by City. 4. Liquidated Damages. It is agreed that, if all the work required by the contract is not finished or completed within the number of working days as set forth in the contract, damage will be sustained by the City, and that it is and will be impracticable and extremely difficult to ascertain and determine the actual damage which the City will sustain in the event of and by reason of such delay; and it is therefore agreed that the Contractor will pay to the City, the sum of $500 for each and every working day's delay in finishing the work in excess of the number of working days prescribed above; and the Contractor agrees to pay said liquidated damages herein provided for, and further agrees that the City may deduct the amount thereof from any moneys due or that may become due the Contractor under the contract. 5. The Contract Sum. The City shall pay to the Contractor for the performance of the Contract the amounts determined for the total number of each of the units for work in the following scheduled completed at the unit price stated. The number of units contained in this schedule is approximately only, and the final payment shall be made for the actual number of units that are incorporated in or made necessary by the work covered by the Contract. BID ITEMS ITEM DESCRIPTION ESTIMATED UNIT UNIT PRICE TOTAL PRICE QUANTITY 1033 C Street -Add Fire Sprinkler Head 1 LS @ $1,965.00 $1,965.00 GRAND TOTAL BID $1.965.00 6. Progress Payments. (a) On not later than the 6th day of every month the Public Works Department shall prepare and submit an estimate covering the total quantities under each item of work that have been completed from the start of the job up to and including the 25th day of the preceding month, and the value of the work so completed determined in accordance with the schedule of unit prices for such items together with such supporting evidence as may be required by the City and/or Contractor. (b) As soon as possible after the preparation of the estimate, the City shall, after deducting previous payments made, pay to the Contractor 95% of the amount of the estimate as approved by the Public Works Department. Agreement • 1 (c) The Contractor may elect to receive 100% of payments due under the contract from time to time, without retention of any portion of the payment by the public agency, by depositing securities of equivalent value with the public agency in accordance with the provisions of Section 4590 of the Government Code. Such securities, if deposited by the Contractor, shall be valued by the City's Finance Director, whose decision on valuation of the securities shall be final. 7. Acceptance and Final Payment. (a) Upon receipt of written notice that the work is ready for final inspection and acceptance, the Engineer shall within 5 days make such inspection, and when he finds the work acceptable under the Contract and the Contract fully performed, he will promptly issue a Notice of Completion, over his own signature, stating that the work required by this Contract has been completed and is accepted by him under the terms and conditions thereof, and the entire balance found to be due the Contractor, shall be paid to the Contractor by the City as soon as possible, (b) Before final payment is due the Contractor shall submit evidence satisfactory to the Engineer that all payrolls, material bills, and other indebtedness connected with work have been paid, except that in case of disputed indebtedness or liens the Contractor may submit in lieu of evidence of payment a surety bond satisfactory to the City guaranteeing payment of all such disputed amounts when adjudicated in cases where such payment has not already been guaranteed by surety bond. (c) The making and acceptance of the final payment shall constitute a waiver of all claims by the City, other than those arising from any of the following: (1) unsettled liens; (2) faulty work appearing within 12 months after final payment; (3) requirements of the specifications; or (4) manufacturers' guarantees. It shall also constitute a waiver of all claims by the Contractor, except those previously made and still unsettled. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. 8. Insurance. (a). Scope of Coverage. During the term of this Agreement, Contractor shall maintain, at no expense to City, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If it employs any person, Contractor shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. Contractor's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against City. (b) Other Insurance Requirements. The insurance coverage required of the Contractor in subparagraph (a) of this section above shall also meet the following requirements: 1. The insurance policies shall be specifically endorsed to include the City, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 2. The additional insured coverage under Contractor's insurance policies shall be primary with respect to any insurance or coverage maintained by City and shall not call upon City insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in Contractor's policies shall be at least as broad as ISO form CG20 0104 13. 3. The insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. Agreement • 2 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to City. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City (if agreed to in a written contract or agreement) before City's own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (c ) Deductibles and SIR's. Any deductibles or self-insured retentions in Contractor's insurance policies must be declared to and approved by the City, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or City or other additional insured party. At City's option, the deductibles or self-insured retentions with respect to City shall be reduced or eliminated to City's satisfaction, or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. (d) Proof of Insurance. Contractor shall provide to the City all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. City reserves the right to obtain a full certified copy of any insurance policy and endorsements from Contractor. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by City. 9. Indemnification. (a) Contractor shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by City, and hold harmless City, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of Contractor's performance of its obligations or conduct of its operations under this Agreement. The Contractor's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the Contractor's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the Contractor's work or work product by the City or any of its directors, officers or employees shall not relieve or reduce the Contractor's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Contractor's performance of or operations under this Agreement, Contractor shall provide a defense to the City Indemnitees or at City's option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. Agreement • 3 (b) The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 10. Nondiscrimination. Contractor shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 11. Compliance with All Laws. Contractor shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. Contractor shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. Contractor shall release, defend, indemnify and hold harmless City, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 12. No Third Party Beneficiaries. City and Contractor do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 13. Notices. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: To City: Public Works Director City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 To Contractor: Laura Burman SimplexGrinnell LP, dba Tyco SimplexGrinnell. 3077 Wiljan Court, Suite A Santa Rosa, CA 95407 14. Independent Contractor. For the purposes, and for the duration, of this Agreement, Contractor, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the City. Contractor and City expressly intend and agree that the status of Contractor, its officers, agents and employees be that of an Independent Contractor and not that of an employee of City. 15. Entire Agreement; Amendments. (a) The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. (b) This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the Contractor and the City. (c) No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. (d) The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the Contractor and the City. (e) If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. Agreement • 4 16. Waivers. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 17. City Business License; Other Taxes. Contractor shall obtain and maintain during the duration of this Agreement, a City business license as required by the San Rafael Municipal Code Contractor shall pay any and all state and federal taxes and any other applicable taxes. City shall not be required to pay for any work performed under this Agreement, until Contractor has provided City with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 18. Warranty. (a) Except as otherwise expressly provided in the Agreement, and excepting only items of routine maintenance, ordinary wear and tear and unusual abuse or neglect by City, Contractor warrants and guarantees all work executed and all supplies, materials and devices of whatsoever nature incorporated in or attached to the work, or otherwise provided as a part of the work pursuant to the Agreement, to be absolutely free of all defects of workmanship and materials for a period of one year after final acceptance of the entire work by the City. Contractor shall repair or replace all work or material, together with any other work or material that may be displaced or damaged in so doing, that may prove defective in workmanship or material within this one year warranty period without expense or charge of any nature whatsoever to City. (b) In the event that Contractor shall fail to comply with the conditions of the foregoing warranty within ten (10) days after being notified of the defect in writing, City shall have the right, but shall not be obligated, to repair, or obtain the repair of, the defect and Contractor shall pay to City on demand all costs and expense of such repair. Notwithstanding anything herein to the contrary, in the event that any defect in workmanship or material covered by the foregoing warranty results in a condition that constitutes an immediate hazard to public health or safety, or any property interest, or any person, City shall have the right to immediately repair, or cause to be repaired, such defect, and Contractor shall pay to City on demand all costs and expense of such repair. The foregoing statement relating to hazards to health, safety or property shall be deemed to include both temporary and permanent repairs that may be required as determined in the sole discretion and judgment of City. (c) In addition to the above, the Contractor shall make a written assignment of any applicable manufacturers' and other product warranties to the City, prior to completion and final acceptance of the work by City. Agreement • 5 IN WITNESS WHEREOF, City and Contractor have caused their authorized representatives to execute this Agreement the day and year first written above. CITY OF SAN RAFAEL: r Jim Schutz \ City Manager bl,, ATTEST: Esther C. Beirne City Clerk APPROVED AS TO FORM: Robert F. Epstein L,L City Attorney File No.: 16.16.15 SimplexGrinnell LP, dba Tyco Sim a Grinnell By: Printed Officer Name: ii �Jt A Title: a, l�D� �' 3 T'^ l Agreement • 6 yclo- SimplexGrinnell Laura Burkman Iburkman@SlmplexGrinnell.com 3077 WilJan Court, Suite A Santa Rosa, CA 96407 Direct: (707)236-1126 Cell: 926.273-9611 Tel: (707) 678.3212 Fax: (707) 678-3902 CA License 986047 C-10 / C-16 www.simploxgrinnell.com FIXED PRICE PROPOSAL AND SERVICE AGREEMENT Sim IexGrinnell Contract # Salesperson: Date: P P NiA Laura Burkman - Employee # 518373 4-10.17 Email: Iburkman(alsimolexarinnell.com Customer (Bill To): Job Location: City of San Rafael City of San Rafael Office TI 111 Morphow Street 1033 C Street San Rafael, CA 94901 San Rafael, CA 94901 Attn: Cindy Ray Cindv.Raw@citvofsanrafael.ora (0) 415.458.5326 (M) 415.725.9264 Invoice To (if different from Customer): Same Customer P.O. #: SimplexGrinnell LP ("Company"), for consideration of the prices herein named, proposes to furnish the work, and/or materials hereinafter described, subject to the terms and conditions of this Agreement. SCOPE OF WORK: 1. Add (1) quick response chrome pendant with recessed chrome escutcheon in the corridor that's needed because of a new wall. 2. Existing pendant sprinkler to remain on the West side of the new wall. 3. Supply for the new pendant sprinkler to come from the existing 1" pendant sprinkler on the West side of the new wall. 4. Add a hanger within 12" of the new pendant sprinkler to the existing wood construction above the ceiling. 5. This proposal includes prevailing wage rates. Lumn Sum Prtctna Breakdown: Labor and PM $1,719.00 Material (excluding applicable sales tax) $ 246.00 Total Price (excluding applicable sales tax): $1,965.00 Si►nplexl3rinnell auallfies the followina: 1. All work shall be done during SimplexGrinnell's normal working hours Monday — Friday 7:00 a.m. — 4:00 p. M. 2. This quotation/proposal shall remain in effect for the next (30) Days and is subject to mutually agreeable terms. 3. Owner to provide access to all areas/units at time of repairs. SimplexGrinnell shall have full access to all areas of the building. Exclusions 1. Any unforeseen conditions within the existing system, wiring, within walls, ceilings and floors. 2. Integrity of existing system, piping, supports, components, fire alarm system, field devices and any electrical wiring. PROPOSAL AND SERVICE AGREEMENT { City of San Rafael �i(,� • I April 10, 2017 1 U Page 2 of 4 3. Additional labor, equipment or components not specified in scope of work. 4. Cutting, patching, or painting of building structures, including concrete cutting, coring, patching, or removal. 5. Containment of any kind. Premium wages and overtime wages. 6. Fire watch. Shut down fees. Engineering, drawings, design, permits and inspections. 7. Access to the pipe above the ceilings. Attached is a copy of our "General Terms & Conditions" which shall be made a part of this proposal. This proposal/quotation shall remain in effect for the next thirty (30) days The terms of payment for invoices rendered against this order shall be net thirty (30) days from the date of invoice. Invoices may be rendered on a "progress" basis, and the customer agrees to pay such progress billings in full, in accordance with the terms of payment. If this proposal meet your acceptance, kindly sign and return this document to my attention at your earliest convenience. Please feel free to contact me directly at 707-236-1126 or email address IburkmanOsimolexarinnell.com should you have any questions. Thank you again for providing Simplext3rinnell the opportunity to service your fire protection needs. CUSTOMER ACCEPTANCE In accepting this Agreement, Customer agrees to the terms and conditions contained herein Including those on the following pages(s) of this Agreement and any attachments or riders attached hereto that contain additional terms and conditions. It is understood (hat these terns and conditions shall prevail over any variation in terns and conditions on any purchase order or other document that (he Customer may issue. Any changes in the system requested by the Customer after the execution of the Agreement shall be paid for by (he Customer and such changes shall by authorized in writing. ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY, WARRANTY, INDEMNITY, AND OTHER CONDITIONS CONTAINED IN THIS AGREEMENT. This offer shall be void if not accepted in writing within thirty (30) days from the date first set forth above. Customer: City of San Rafael By: Name. Title: Billing Address: City, State, Zip PO#: SIMPLEXGRINNELL, LP By. Name Laura Burkman Tille: Service Sales Representative PROPOSAL AND SERVICE AGREEMENT City of San Rafael April 10, 2017 Page 3 of 4 1. Payment. Work performed on a time and material basis shall be at the Ihen•preraging Company, rale for material, labor, and related items, In effect at the time supped under this Agreement Further, In the erenl that this Agreement Is executed on a'price not to exceed' basis, Ne price to Customer shall be lesser of 1) the brit price quoted, or 2) the actual cumulative bung based on the aforementioned prevailing rate. Unless otherwise agreed in writing between the parties, Customer shall pay Company, within Nkty (30) days of the date of this Agreement Customer agrees to pay al taxes, permits, and other charges, including but not 1'miled to state and local saes and excise taxes, howeier designated, levied a based on the ,and charges pursuant to this Agreement. Company shag have the right at Company's sole discretion to slop perkxming any Servaes if Customer to s to make any payment when due, until the account is current. The Cuslomers failure to make payment when due is a material breach of this Agreement. 2. Pricing. The pricing set kith in this Agreement is based on the number of devices to be installed and services to be performed as set forth in the Scope of Work. If the actual number of devices installed or servkes to be performed Is greater than that set forth in the Scope of Wok, the price %7l be increased accord'ngty. Company may Increase Frites upon noCce to the Customer or annually to meted increases in material and labor costs. Customer agrees to pay of taxes, permits, and oho charges, including but not fmi,ed to federal, state and local sales and excise tares, instalation of alarm permits, false alarm assessments, or any charges imposed by any goverrmenl body, ho.%%w designed, leded or based on Ne service charges pursuant to this Agreement 3. Alarm Monitoring Services. Any reference to alarm monitoring services in this Agreement is included for pricing purposes only. Alarm monitoring services are performed pursuant to the terms and conditions of Company's standard alarm monitoring services agreement 4. Code Compliance. Company does riot undertake an ob"gallon to inspect for compliance with laws or regulafons unless specifically slated in the Scope of Work. Customer acknoatedges that the Authority Having Jurisdxton (e g. Fire Marshal) may establish add tional requirements for comp1ance with local codes. Any addtonal services or equipment required Wit be provided at an additional cost to Customer. S. Limitation of Liability; Limitations of Remedy. It Is understood and agreed by the Customer that Company Is not an insurer and that insurance coverage, if any, shall be obtained by the Customer and that amounts payable to company hereunder are based upon the value of the services and the scope of liability set forth In this Agreement and are unrelated to the value of the Customer's property and the property of others located on the premises. Customer agrees to look exclusively to the Customer's Insurer to recover for Injuries or damage In the event of any loss or Injury and that Customer releases and waives all right of recovery against Company arising by way of subrogation. Company makes no guaranty or Warranty, including any implied warranty of merchantability or fitness for a particular purpose that equipment or services supplied by Company will detect or avert occurrences or the consequences therefrom that the equipment or service was designed to detect or avert. It Is Impractical and extremely difficult to fix the actual damages, 11 any, which may proximately result from failure on the part of Company to perform any of Its obligations under this Agreement. Accordingly, Customer agrees that, Company shall be exempt from liability for any toss, damage or Injury arising directly or Indirectly from occurrences, or the consequences therefrom, which the equipment or service was designed to detect or avert. Should Company be found liable for any loss, damage or Injury arising from a failure of the equipment or service In any respect, Company's liability shall be limited to an amount equal to the Agreement price (as Increased by the price for any additional work) or where the time and material payment term is selected, Customer's time and TERMS AND CONDITIONS material payments to Company. Where this Agreement covers multiple sites, liability shall be limited to the amount of the payments allocable to the site where the Incident occurred. Such sum shall be complete and exclusive. If Customer desires Company to assume greater liability, the parties shall amend this Agreement by attaching a rider selling forth the amount of additional liability and the additional amount payable by the Customer for th a assumption by Company of such greater liability, provided however that such rider shall In no way be Interpreted to hold Company as an Insurer. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM ANY SERVICING, ALTERATIONS, MODIFICATIONS, CHANGES, OR MOVEMENTS OF THE COVERED SYSTEM(S) OR ANY OF ITS COMPONENT PARTS BY THE CUSTOMER OR ANY THIRD PARTY. COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OFANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM THE USE, LOSS OF THE USE, PERFORMANCE, OR FAILURE OF THE COVERED SYSTEM(S) TO PERFORM. The limitations of liability set forth In this Agreement shall Inure to the benefit of all parents, subsidiaries and affiliates of Company, whether direct or Indirect, Company's employees, agents, officers and directors. 6. Reciprocal Waiver of Claims (SAFETY Act). Cerlan of Simp'exGrinnelfs systems and services have receh-ed Certifcaton andW Designation as Quaffed Anti -Terrorism Technobg'es ('QATTI under the Support Anti -terrorism by Fostering Effective Techno'oges Act of 2002.6 U.S C §§441- 444 (Ne'SAFETY Act'). As requred under 6 C.F.R. 25 5 (e), to the maximum extent permitted by Ian, SinplexCirinnell and Customer hereby agree to waive lbe'r right to make any clams agansl the other kir any losses, incfudng buvness inlenupton losses, sustained by either party or Nei respective employees, resulting from an activity resulfng from an *Act of Terrorism' as defined in 6 C.F.R 25 2, when GATT have been dep!.oyed in defense aga;nst response to, or recorery from such Act of Terrorism. T. General Provisions. Customer has selected the service level desired after considering and balancing various levels of protection afforded, and Iher related costs. Customer acknoMedges and agrees that by this Agreement Company, unless specifically staled, does not undertake arty Wg6on to maintain or render Customer's system or equipment as Year 2000 compliant, whzh shall mean, capable of correctly hari the processing of calendar dales before or after December 31, 1999. Ali wok to be performed by Company WN be performed during normal working hours of normal waking days (8.00ain —500pm,Monday through Friday, exciudng Company ho`days), as defined by Company, unless additional Cmes are spec fica.y described in this Agreement. Ali work performed unscheduled uness otherwise specified in this Agreement Appointments schedu'ed for four-hour windov. Addfonal charges may appy for special schedurng requests, a waking around equ'pmentshuldonns,after hours work. Company, will perform the services described in the Scope of Work section ('Services') for one or more systems) or equipment as described in the Scope of IYork seclon or the listed attachments ('Cowered Syslem(s)') The Customer sha'I promptly, nobly Companyof any ma;funcbon in the Covered Systems) whkh comes to Customer's attention. This Agreement assumes the Cowed Syslem(s) are in operar'onal and ma nlairi condifon as of the Agreement dale If, upon initial inspecton, Company determines that repairs are recommended, repair charges will be submitted for approval prior to any work Should such repo r work be declined Company shal be reeved from arty and all Gab: tyarisingtherefrom.UNLESSOTHERWISESPECIFIED N THIS AGREEMENT, ANY INSPECTION (AND, IF SPECIFIED, TESTING) PROVIDED UNDER THIS AGREEMENT DOES NOT INCLUDE ANY MAINTENANCE, REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS, OR ANY FIELD ADJUSTMENTS i'/HATSOEVER, NOR DOES IT INCLUDE THE CORRECTION OF ANY DEFICIENCIES IDENTIFIED BY COMPANY TO CUSTOMER. COMPANY SHALL NOT BE RESPONSIBLE FOR EQUIPMENT FAILURE OCCURRING WHILE COMPANY IS IN THE PROCESS OF FOLLIXVING ITS INSPECTION TECHNIQUES, INHERE THE FAILURE ALSO RESULTS FROM THE AGE OR OBSOLESCENCE OF THE ITEM OR DUE TO NOFWAL (YEAR AND TEAR. THIS AGREEMENT DOES NOT COVER SYSTEMS, EQUIPMENT, COMPONENTS OR PARTS THAT ARE BELOW GRADE, BEHIND WALLS OR OTHER OBSTRUCTIONS OR EXTERIOR TO THE BU.LDING, ELECTRICAL i'ARING, AND P PING. S. Customer Responsibilities. Customer sha I promptly notiy Company of any maltuncton in the Covered System(s) which wares to Customer's altention Ths Agreement assumes any existing system(s) are in opefatanal and ma ala nab'e condition as of the Agreement date. If, upon inibal inspectbn, Company, detemi nes thatrepars are recommended, repar charges will be subarilled for approval by Cuslomees on sde representative prior to work Shw'd such reparwork be declined, Company sha? be reeved from any and all Oab'ty arising NereSom. Customer further agrees to ❑ Provide Company clear access to Catered Syslem(s) to be serviced including, if app! -'cable, I it tacks or other equipment needed to reach inaccess-b'e equipment ❑ Suppiy suitable electrical service, heat heal tracing adequate water supply, and requred system schematics and'or drawings; ❑ Notify all required persons, includng bel not Imted to authoritles having jurisdcton, emp'ayees, and monitoring services, of scheduled testing and'or repair of systems, ❑ Provide a safe work envronment ❑ In the evenlof an emergency or Covered System(s) failure, lake reasenaMe precautons to protect against personal injury, death, ari property damage and continue such measures until the Covered Systems) are operational, and ❑ Compy with all laws, codes, andregulatons pertain -rig to the equipment andbir services provided under this agreement. 9. Repair Services (d Wecled by Customer). Where Customer expressy includes repair, replacement and emergency response services in No Scope olVlork, such services appy only b the components or equipment of the Covered Syslem(s). Customer agrees to promply request repair services in the event the System becomes inoperable of othemise requires reps r. The Agreement price does not include repo is to the Covered Syslem(s) recommended by Company during the initial Inspect -on, lot which Company may submit independent pricing to customer and as loi h'ch Company wJl not proceed untl Customer authorizes such work and approves the pricing. Repair or replacement of nonmainlainab e parts of the Covered System(s) including, but not Fmited to, unit cabinets, insulating material, electrical wiring, structural supports, and a0 other iron -moving parts, is not included under this Agreement. 10. System Equipment. The purchase of equ'pment or peripheral devices, (inclu(Fng but not limited to smoke detectors, passive infrared defectors, card readers, sprinker system components, extinguishers and hoses) from Company shall be subecl to the leans and condtons of this Agreement. II, In Company's so'e judgment any peripheral device orother system equ Frnent which is attached to the Covered Syslem(s), whether provided by Company or a N'rd parry, interferes with the proper operatan of the Covered Syslem(s) Customer shall remove or replace such device or equ pure nl promptly upon notice from Company Falure of Customer lo remove or replace the device shall constitute a material breach M this Agreement. ](Customer adds any Nlyd party c1LAce or equipment to the Covered Sys!erri Company shal not be responsible for any damage to or falure of the Covered Sys(em(s) caused in whole or in part by such deuce or equipment PROPOSAL AND SERVICE AGREEMENT City of San Rafael April 10, 2017 Page 4 of 4 11. Reports. Where inspection andbr test services are selected, such inspection andbr test shag be completed on Company's then current Report form, whch shall be g;wen to Customer, and, where app5caWe, Company may submit a copy thereof to the local authority havingjurisdctbn. The Report and m recomendations by Company are only advisory in nature and are intended to assist Customer in reducing the risk doss to property bi indicating obvious defects or impaIrmenls noted to the system and equipment Inspected andatested Thetare not intended to imply that no other detects or hazards exist or that NI aspects of the Coered System(s), equipment, and components are operatonal at the time of inspection. Final responsb9iy for the condtion and operation of the Covered Sysleri egnrpmenl and components les with Customer. 12. Confined Space. If access to confined space by Company is required for the perlomrance of Services, Services shag be scheduled and performed in accordance with Company's Ihencurrent hurry rale 13. Hazardous Materials. Customer represents that, except to the extent that Company has been g;ven whiten notice of the loSowing hazards prior b the execution of this Agreement, to the best of Customer's knorMedge there is no: ❑ 'Permit confined space,' as defined by OSHA, ❑ Risk of infectious dsease, ❑ Need for a? monitoring, resp�rabry protection, or other med'sal risk, ❑ Asbestos, asbeslosconlaining material, forma'dehyde or other po!entia'ty toxic or otherwise hazardous material contained in or on the surface of the floors, wa'Is, ceilings, insulation orother structural components of the area of any bu2dng where %=it is required to be performed under this Agreement All of the above are hereinafter referred to as Hazardous Condfons'. Company shag have the right to to on the representations fisted above. If hazardous conditions are encountered by Company during the course of Company's work, the discovery of such maleria's sha'I constitute an event beyond Company's control and Company shal have no oblgaton to further perform in the area where the hazardous conditions exist until the area has been made safe by Customer as certified in wrifng by an independent testing agency, and Customer shall pay dsmption expenses and re-mctirizafon expenses as determined by Company This Agreement does not provide for the castor capture, containmenlor disposal of any hazardous waste materials, or hazardous materials, encountered -n any of the Covered Syslem(s) andbr during performance of the Services. Sa!d ma!edas shall at all Imes remain the responsWIlr and rroperlyofCustomer Company shalnot beresponsibiefor the testing, removal or disposal of such hazardous ma Ras 14. Limited Warranty. COMPANY WARRANTS THAT ITS WORKMANSHIP AND MATERIAL FURNISHED UNDER THIS AGREEMENT WILL BE FREE FROM DEFECTS FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF FURNISHING. Where Company provides product or equipment of others, Company will warrant the product or equipment only to the extent warranted by such third party. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS OR EQUIPMENT, IF ANY, SUPPORTED HEREUNDER. COMPANY MAKES NO WARRANTY OR REPRESENTATION, AND UNDERTAKES NO OBLIGATION TO ENSURE BY THE SERVICES PERFORMED UNDER THIS AGREEMENT, THAT COMPANY'S PRODUCTS OR THE SYSTEMS OR EQUIPMENT OF THE CUSTOMER WILL CORRECTLY HANDLE THE PROCESSING OF CALENDAR DATES BEFORE OR AFTER DECEMBER 31,1999. TERMS AND CONDITIONS 15. Indemnity. Customer agrees to indemnify, had harm ess and defend Company aga nsl am, and a'1 losses, damages, costs, including expert fees and costs, and expenses including reasonable defense costs, arising from any and al lh'rd parry clams for personal Injury, death, property damage or economic loss, Inducing speci5ca;y any damages resulting ban the exposure of workers to Hazardous Conditions whether or not Customer pre•notfss Company of Ore existence of said hazardous conditions, arising in any way from any actor on:ssbn of Customer or Company relating in any way to this Agreement, including but not limited to the Services undo this Agreement,whethersuch clams are based upon contract, warranty, lay (including but not fmited to active or passive negigence), strkl Fab: ity or otherwise Company reserves One right to select outside counsel to represent it in any such action. 16. Insurance. Customer sha I name Company, its officers, employees, agents, subcontractors, suppers, and representatives as add 6onal insureds on Customer's general fiab:5ty and auto lab: y potties. 17. Availability and Cost of Steel, Plastics ti Other Commodities. Company shag rat be responsible for failure to proA,de services, deliver products, or otherwise perform werk requred by this Agreement due to lack of avalabie steel products or products made from plastics or other com moci n In the event Company is unable, after reasonable commercial efforts, to acqu re and provide steel products, of products made from plastics or ober commodities, it required to perform wok required by this Agreement, Customer hereby agrees that Company may lemninale the Agreement, or the rekranl portion of the Agreement, at no add Conal cost and without penalty. Customer agrees to pay Company in full for a9 work performed up b the time of aoy such term naton. (n) If Company is able to obta'n the steel products or products made from plastcs or other commodities, but the price of any of One products has risen tyy more than 10% from the dae of the bed, proposal or date Company executed this Agreement, wkchmw occurred first, then Company may pass through that increase through a reasonaVe price increase to reflect Increased cost of maleria's 18. Exclusions. This Agreement expressly excludes, without fmilaton, testing inspection and repa r or duct detectors, beam detectors, and UVnFt equipment, provision of file watches; clearing of ke blockage; draining of improperly pitched piping, baOeries, recharging of chemical suppression systems, reloading of, upgrad'ng, and manta'ning computer software; making repays or replacements necessitated by reason of negligence or ni of components or equipment or changes to Customer's premises, vandalism, corrosion (includng but not I'mi!ed to mcro bacterially induced corrosion (li power failure, current Ructuaton, failure due to ran-Canpary insla'rabon, fghlning. e'ectricai storm, or other severe wealhe,, water, accident, fre, acts of God or any other cause external to IheCoveredSyslem(s) This Agreement does not coerand speafcaty excludes system upgrades and the replacement of obsaetesystems, equ'rmenl,components orpads All such services may be provided by Company at Company's We discretion at an additional charge It Emergency Services are expressy, irK ,ded in the scope olwork section: the Agreement price does not include travel expenses 19. Force Majeure. Company shag nor be responsible for delays or failure to render services due to causes beyond is control, including but not rm .ed to material shortages, work stoppages, fres, civil dsobedence or unrest, severe weather, fire or any other cause beyond the control of Company 20. Termination. Company may terminate this Agreement immediately at its so,e dscreton upon the occurrence of any Event of Defau't as hereinafter defined. Company may also lerrnninale lhs Agreement at its so'e discretion upon nol'•ce to Customer if Company's perfamar l -is obfgabons under his Agreement becomes inpract cave due to obso'escence of equipment at Cuskxmees premises or unavalab] ty of parts 21. No Option to Solicit. Customer sha'I not, (frecty of ndrecty, on its oar behalf or on behalf of any other person. Edi business, corporator orentiy, solicitor emp'ay any Company employee, or induce any Company employeo b leave his or her employment with Company, for a period of two years after the termfiabon of Ih's Agreement 22. Defaull. An Event of Derault shall be 1) failure of the Customer to pay any amount within len (10) days after the amount is due and payable, 2) abuse of the System or the Equ'pmenl, 3) dissolution, terminator, dscontinuance, insohency or business failure of Customer. Upon the occurrence of an Event of Defaull, Company may pursue one or more of the follobing remedies, 1) discontinue furnishing Servkes, 2) bywritlen notice to Customer declare the balance of unpa!d amounts due and to become due under the this Agreement to be Immediately due and payab!e, provided that all past due amounts shag bear interest at the rale of 1 %%per month (18% per year) or the K-ghesl amount permitted by lam, 3) rece;ve lir mediae possession of any equipment forwhkh Customer has nolpad 4) proceed allam or equity to enface performance by Customer or recover damages for breach of this Agreement, and 5) recover a7 costs and expenses, including wi0aul lindation reasonaNe atlornays' fees, in connection with enforcing or attempting to enface this Agreement. 23.One•Year Limitation on Actions; Choice of Law. It is agreed that no suit, or cause of acton or other proceeding sha'I be brought aga nst either party more than one (1) year after the accrual of the cause of acton or one (1) year after the claim arises, wKchever is shorter, whether knobn or unknown when Iheda'm arises or whether based on tat contract, or any other legal theory. The labs of Massachusetts shag govern the vaGdiy, enforceability, and interpretation of this Agreement 24. Assignment. Customer may nolass.gn this Agreement wilhoulCompany's prior wrieen consent. Company may assign his Agreement to an of lia'a withoulobtain'ng CustorWs consent 25. Entire Agreement. The parties Intend this Agreement, together with any attachments or Riders (coBectivey the 'AgreemenQ to be the final, conp.ele and exclushe expression dlherAgreement and the terms and condEonsthereof This Agreement supersedes a'I prior representations, understandings or agreements betneen the parries, written or oral, and shalconstitule the so'e terms and conditions of sale for a7 equipment and services. No waver, change, or mod-fication of any terms or conditions of this Agreement shall be b'ndng on Company udess made in writing and sighed by an Authorized Representative of Compamy- 26. Severability. If any prors on of this Agreement is held by any court or other competent authoriy, to be void or unenforceab!e in whoe or in part, this Agreement wig continue to be valid as to the other profsions and the rema'nder of the affected prorsbn. 27. Legal Fees. Company sha'I be entitled to recover bon the Customer all reasonab!e legal fees incurred in connecfen w th Company enforcing the terms and conditions of this Agreement. 28. License Information (Security System Customers) AL Alabama Electronic Security Board of Licensure 7956 Vaughn Road, Pmb 392, Montgomery, Alabama 36116 (334) 2649388 AR Regulated try: Arkansas Board of Private Investigators And Private Security Agencies, 91 Slate Police Plaza Drive, Lithe Rock 72209(501)61&8600 CA Alarm company operators are fcensed and regulated by the Bureau of Security and Investigative Services, Department of Consumer ARa is, Sacramento, Ca, 95814- Upon completion of the msta'laton o1 the alarm system, the alarm company shay Ihaoughty instruct the purchaser in the proper use of the alarm system. Failure by the licensee, without legal excuse, to substantiallycommence work Wiltin 20 days from the approximate dale specified in the agreement when the work wit begin Is a v dation of the Alarm Company Act NY Licensed by N Y.S Deparbnenl of the State TX Texas Commission on Private Security, 5805 N Lamar Blvd, Austin, 787524422, 512.4247710 License numbers araitaVe al wmm s'mplexgrinr e!I com orcontacl your local S'snp!exGrmne3 office CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Department of Public Works Project Manager: Cindy Ray Extension: x5326 Project Name: 1033 C - Add Fire Sprinkler Head Contractor Name: tyco SimplexGrinnell Contractor's Contact: Linda Hamilton Contact's Email: lburkman@simplexgrinnell.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER agreement DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 4/10/2017 //-7 8 City Manager/ Mayor Agreement executed by Council authorized official / / / ® CR 9 City Clerk Attest signatures, retains original agreement and b. Email contract (in Word) & attachments to City 4/10/2017 forwards copies to Project Manager Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 4/11/2017 ❑ LAG and return to Project Manager b. Confirm insurance requirements, create Job on Click here to ❑ LAG PINS, send PINS insurance notice to contractor enter a date. 3 Project Manager Forward three (3) originals of final agreement to ❑ CR contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement 0 N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ CR Public Works Contract > $125,000 Click here to Date of Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 05/08/17 ® CR Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed f� h-7 AJA-- agreement SI / 7 City Attorney Review and approve insurance in PINS, and bonds �J/a 11 (for Public Works Contracts) //-7 8 City Manager/ Mayor Agreement executed by Council authorized official / / / 9 City Clerk Attest signatures, retains original agreement and �'/6—� 7 J A,- 9_ forwards copies to Project Manager