HomeMy WebLinkAboutSimplexGrinnell, LP 2006-10-23; Amendment 1 2007-03-17t 0 Z3 !) Le -A-1
tqco
6952 Preston Avenue, Suite A
Livernwre, CA .94551
Fire &
rota/ Service Operations
Security
rel. (925) 273-12
Fax. f925) 273-150288
Simplexatinnell
March 17, 2007
City 0IIJkiah-UkiahCA / 001
Mary I-Iorger
Purchasing Agent
City of Ukiah
300 Seminary Avenue
Ukiah, CA 95482
Reference- SimplexCirinnell IPP Service Contract
Fire Protection Systems Maintenance Service Agreement
Subject: "Ferms & Conditions Modification Letter
Dear Mary,
Enclosed herewith please find two (2) copies of the above captioned agreement, which has been
executed by SimplexGrinncII subject to the following clarifications and/(.)r modifications.
* Service Agreement Page 1, Section I — Term:
ADD:
0 Contract period teen is three (3) years. Expiring on March 30, 20 10.
* Service Agreement Page], Section 3 — Termination:
ADD:
0 Customer may terminate this Agreement immediately at its sole discretion upon the occurrence of any
Event of Default as hereinafter defined. Custorner snay also tenninate this Agreement at its sole
discretion upon notice to Company if the City Council does not appropriate funds to cover the cost of
Company's services hereunder.
March 17, 2007
City0fUkiah-UkiahCA / 001
City of Ukiah
Page 2 o"3
Service Agreement Page 1, Section 4 — Default:
ADD;
An Event of Default shall be
* .1.) failure of the Company to perforin an inspection in accordance with the requirements of this
Agreement, at the time required by this Agreement, if Company fails to care this default within
10 days after the City gives written notice tbereofto Company,
e 2) abuse of the System or the Equipment during or as a result of performing testing services
hereunder,
* 3) dissolution, terinination, discontinuance, insolvency or business failure of Company.
Upon the occurrence of an Event of Default, Customer may pursue one or more of the following
remedies,
1) immediate termination of the Agreement,
2) proceed at law or equity to enforce performance by Company or recover damages for breach of
this Agreement
3) recover all costs and expenses, including without limiWion reasonable attomeys'fees, in
connection with enforcing or attempting to enforce this Agreement,
Set -vice Agivement Page 6, Section 6 — Limitation of Liability -
ADD:
'Be parties agree that whilethe Contract -or is on the Owner's premises, Contractor shall be liable for any
and all alleged or actual claims ansingfrorn. or related to Service Contractor's negligence or willful
misconduct, and/or the operation or failure of the system to operate, which operation or failure to
operate is due to the negligence or willful misconduct of Service Contractor. Such liability will be
without limitation. Further, as the life safety systems (the "Systems") which are the subject of this
Agreement are in the sole possession and control of the Owner at its premises 24 hours a day, seven
days a week and the Contractor has only infrequent and liTnited access to the Systems, the Parties agree
that, to the extent of the Contractor's negligence for work completed by Contractor, as may be evidenced
on Contractors Service Acknowledgement Form, Contractor shall be liable far any and all direct
damages caused by the actions of the Contractor and/or the operation or failure of the system to operate,
even while Contractor is off the Custome.es premises; however, such direct damages shall not exceed
ten (10) time-, the value of this Agreement. Claimso€fraud, gross negligence and/or willful or wanton.
misconduct by Contractor as determined by a court of conipetent jurisdiction shall not be subject to any
cap on direct damages.
I believe the modifications requested are equitable and trust the sarne are acceptable to you. Kindly
indicate your acceptance to the foregoing by signing the enclosed copy of this letter and return same
along with a fully executed agreement to my attention at your earliest convenience.
March 17, 2007
City0tUkiah-UkiahCA / 001
City of Ukiah
Page 3 of 3
Sincerely,
SimplexGrinnell,1111]
Willarc McCune
Total Service Manager
San Francisco District
Accepted by:
City of Ukiah
Title:
Date:
cc: File