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HomeMy WebLinkAboutAgr 2002-03-22 (ThyssenKrupp) ThyssenKrupp Elevator </ (J~x (t Town of Tiburon 1505 Tiburon Blvd Tiburon, CA 94920 @ ~~~~,~ ~ U1l JUN 2 7 2002 iW ,,('\ I~ June 26, 2002 FINANCE DEPAk : 1\l!Ci~ f TOWN OF TIBURON RE: Maintenance Agreement Transmittai To Whom !t May Concern: We would like to thank you for the confidence in ThyssenKrupp seNice that you have expressed by awarding us the seNice agreement for the elevator(s)at 1505 Tiburon Blvd. Enclosed for your records, is a fully executed agreement. We look forward to a positive working relationship. If you have any questions or concerns, please feel free to contact your Account Representative, Jeff Roloff @ (415) 887-6300 Sincerely, THYSSENKRUPP ELEVATOR CO. Enclosure 30984 Santana Street Hayward, CA 04544 (Phone) (510) 476-1900 (Fax) (510) 476-1922 Elevator Communication Agreement. This agreement h!~Y.~r~p~n ~rU p ~ow~!~i;:'u~~O r 1505 Tiburon Blvd. Tiburon, CA 94920 Individually and as authorized agent or representative of building owner (herein collectively referred to as "Customer"). SoundNet Emergency Communications Service for the above building: CellLink service: $ n/a Per CellLink Monthly charge: $ n/a Monitoring service: $25.00 Per unit Monthly charge: $ nla Set-up fee - CeIILink: $ nl. ONE TIME Total monthly charge: $ n/a Set-up e - Monitoring: (one-time) ONE TIME ;',f\,. Total Monthly \J \L.- ~7 ., Charge: ~ At"~chment A: Emergency Data Sheet is hereby made part of this agreement. The price of the Telephone Monitoring Service and Cellular Service Attachment A. Should your initial acceptance and/or subsequent shall be stated above, plus federal, state & local sales and use renewal of this agreement or any requests for service hereunder be taxes, and adjustments as applicable, payable quarterly in advance in the form of a purchase order or similar document, the provisions, upon presentation of invoice. Time is of the essence. If Cellular terms and conditions of this agreement will govern in the event of Service is provided, a Celllink interface unit will be installed, which conflict regardless of the acceptance or acknowledgment of such will allow connection between standard telephone equipment and a purchase order or similar document by SoundNet. wireless cellular network. It is expressly understood that this Celllink unit is not sold to Customer as part of this agreement, and that the Celllink unit will remain at all times the sole property of SoundNet and Customer shall have no rights or property interest therein. The Telephone Monitoring and Cellular Service contract price shall be adjusted May 1 of each year based on the percentage increase/decrease in the US All Urban Consumer Index published by the US Department of Labor. This agreement is for the building located at: Town of Tiburon -Town Hall 1505 Tiburon Blvd Tiburon, CA 94920 In consideration of the mutual promises contained herein, it is agreed as follows: SoundNet Emergency Communications Service by ThyssenKrupp Elevator (hereinafter "SoundNet") will provide elevator communication monitoring service at the above listed location. SoundNet will provide trained employees to receive incoming emergency telephone calls and forward same to the appropriate authority. Customer agrees to accept our opinions, means and methods of notifying the appropriate authority(ies)in the event of an emergency or perceived emergency. The completion of the initial Emergency Data Sheet (EDS) in full by the Customer is imperative before the initiation of the service under this contract is begun. It shall be the responsibility of the Customer to immediately advise SoundNet in writing of any changes of the This contract is subject to the tenns and conditions herein and those stated on Page 2 of this agreement and those set forth in TK ECA 09/01 information or emergency contacts included on the EDS. The terms and conditions cited on the initial Emergency Data Sheet shall remain in full force and effect for the full term of this contract regardless of changes made to the number of elevators, telephone numbers or emergency contact persons. Service under this agreement shall commence on March 1, 2002 at the price herein named for an initial non-cancelable period of five (5) years and wiii automatically renew for additional five (5j year periods until terminated as provided herein. Either party may terminate this agreement either at the end of the first five (5) year period or at the end of any subsequent five (5) year period thereafter by giving the other party ninety (90) days written notice sent via certified mail, return receipt requested. Time is of the essence. $25.00 This agreement contains the entire agreement between the parties hereto, and supersedes all prior negotiations or representations, whether written or oral. No changes or waiver of any provision hereof shall be valid unless it is in writing, expressly refers to the specific matter being waived or changed and is signed by all parties. THE PRICES PROPOSED IN THIS AGREEMENT ARE AVAIlABLE FOR ACCEPTANCE FOR A PERIOD NOT TO EXCEED THIRTY (30) DAYS FROM PRESENTATION DATE. Page 1 of 6 Elevator Communication agreement. THYSSENKRUPP ELEVATOR CORPORATION ." / .....-- ,.J' /. 1 /:/. ./. I I ~ // . t; . "'/.' ,_. .I'/' B . '" ,.'j I' L,../~. ". I~ . /' y. ,(.::'.-1> I .-'., . l/v ; (Sig atute 01 ThyssenKrupp.-EIl}V'ator Representat:bte)... / .-:.--:-l----- .... TOWN OF TIBURON ,/ at ~~~ (Signature of Authorized Individual) I Page 2 of 6 ThYSSe~Elevator Appr.aval: I By: /Zi~~ {j)br(1//1 (Signature of Authorized Individual) Usa A. Bradley . h (Pri M d me)" , , Jeff "Roloff ~ l-\.e. \ d \" ~\ t- '~-e \ fib. : " (Printed or Typed Name) ~j ~e:b) r, Prdrn '. n . S.J G S. Title: A?;~e: ~ - J ~ - 0 d- Date: 5d1/ !) ~. <--::-- Tele: 415-883-6700 F t. .'7-? 'Jr Date:' e.~ ,71.4., W"\...() 2--- APPRO\fE C~ ANN D TO"1'"" . TO\': h!rORTH . :JRNEY flBURON TK ECA 09/01 Page 2 of 6 Ele\'7ator Communication agreement. Terms and conditions. No work, service or liability on the part of SoundNet other than that specifically mentioned herein, is included or intended. It is understood that SoundNet is a service of Thyssen Dover Elevator Company. The term "SoundNet" throughout this agreement also includes the company whose name appears at the line "SoundNet's Approval" on the front of this agreement Customer shall pay, in addition to the price stated, a sum equal to the amount of taxes, including without limitation federal, state or local sales or use taxes which mayor hereafter be imposed upon SoundNet or Customer, whether based upon the transfer, use, ownership, possession or otherwise of the equipment and services herein described. The amount charged as a fee for monitoring/phone services is based, in part, on amounts charged by telephone service SoundNet's and tariff rates. It is agreed that if service or tariff rates for the telephone services change, Sound Net may adjust its billing rates to correspond to those changes and other factors it deems appropriate. Customer's responsibilities. Possession and control of the equipment shall remain exclusively yours as owner, lessee, possessor or custodian. You agree to periodically test equipment to verify proper operation. You agree to instruct or warn passengers in the proper use of the equipment You agree to report to the proper authority any condition which may indicate the need for correction to allow proper operation of any equipment You agree to repair or replacement of any equipment that does not function as designed or anticipated. You agree to pay all charges for services incurred by any person, organization or municipaiity as a result of any emergency or perceived emergency call. You agree to shut down any equipment upon manifestation or appearance of any irregularities in operati~n. You also agree to provide suitable machine room including secured doors, protection from weather, ventilation and heat to maintain room temperature at 50-90oF. Page 3 It is agreed that SoundNet retains title to all CellLink and interface parts and materials with the right to retake possession of the same or any part thereof at Customer's sole cost and expense in the event of breach by Customer of any terms or provision of this agreement, including terms and conditions implied or imposed by law, or upon termination of this agreement for any reason. The provisions contained in this paragraph shall apply without respect to the manner or attachment of the parts or materials to the realty, extension of time for payment, or the sale, mortgage or lease of the premises. Customer, at its expense, will protect and defend SoundNet's title to the Cell Link and interface unites) and will keep same free and clear from any and all claims liens, encumbrances and legal processes. Customer will indemnify and hold Sound Net ' harmless from any claims arising from or relating to the removal of the CellLink and/or interface unit SoundNet may terminate this agreement at any time at its sole option if Sound Net's monitoring center(s) are substantially damaged by fire or catastrophe or if SoundNet is unable to have connections or privileges necessary to transmit signals between the Customer's premises and SoundNet's monitoring locations or if analog or current cellular service system used by SoundNet is discontinued or terminated, and Sound Net shall not be responsible for any damages or subject to any penalty as a result of such termination. It is further agreed that this agreement may be terminated by Sound Net in the event that an undue number of false alarms occur or if the premises in which the Umitations. remedies. additional terms. . system is installed are so modified or altered after installation as to render continuation II not be held responsible or Iiabl le.//- of service impiactical. Bevator monitoring services are provided fOi the purpose of d discharges Soun . et .rom an_ agrees to remain liable for, any and al! I : s i~ supplying 2-way communication between the elevator car and SoundNet in an , ~ emergency or perceived emergency situation. SoundNet may terminate this agreement if, in SoundNet's sole discretion, the telephone, Cell link or monitoring equipment is used in any fashion other than emergency communication or testing. It is expressly agreed that certain tools, programming and equipment are utilized by SoundNet to facilitate monitoring and remain the property of SoundNet Upon termination of this agreement for any reason, SoundNet shall have the right, at its sole option, to render the telephone equipment to its original pre-monitoring condition. In the event of Customer's breach of this agreement or Customer's failure to pay any sum due within thirty (3D) days from billing date, SoundNet may at its option and without limitation of its other remedies (i) suspend all service hereunder until all amounts due hereunder have been paid in full, or (ii) declare all sums due or to become due under this agreement for the unexpired term of the agreement immediately due and payable, as liquidated damages, and terminate this agreement In the event that SoundNet elects to suspend service, SoundNet shall not be responsible for and does not a~s~me any liability on account of property damage, economic loss, injury or death anslng out of the lack of service during the period or otherwise due to SoundNet's suspension of service and Customer shall indemnify and hold SoundNet harmless from any such claims arising from or relating to such suspension of service. Upon any resumption of service, Customer shall be responsible for payment of any additional costs incurred by SoundNet as a result of the suspension and/or resumption of services. In the event of any effort by Sound Net to collect sums due it under this agreement or damages for breach of this agreement, SoundNet shall be entitled to recover attorney's f s and collection costs incurred by SoundNet in connection with such effort. A service or finance charge equal to the lesser of 1112% per month or the highest rate allowed by law shall be applied to delinquent accounts in excess of SoundNet's 3D-day terms and shall be assessed on the principal balance owed from the date thereof until the outstanding principal balance is received in full by Sound Net Payments shall be first ~pplied to extinguishing any outstanding service or finance charges and the remainder, if any, to then be applied to the outstanding principal balance. If any dra~ngs, illustrations or descriptive matter is furnished with this proposal, they are approxImate and submitted only to show the general style, arrangement and dimensions of the material offered. SO NDNET MAKES NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND,INCLUDING Y WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE SAGE OR TRADE RELATIVE TO ANY PARTS, SERVICES OR EQUIPMENT SUPPLIED nor' shall SoundNet be responsible for equipment to which revisions, additions or alterations have been made by others. SoundNet shall not reimburse Customer for the cost of any work done by others. Sound Net does not have and does not assume any duty or responsibility to advise any caller.to take or not to take any specific actions whether resulting from an emergency, perceIved emergency or any other situation including, but not limited to, entrapment of persons "evacuation, repair or return to service of any equipment It is also expressly unde ood that SoundNet does not have and does not assume any duty or res nsibility for any person or entity that fails to respond to any emergency or eived emergency situation. Elevator Communication agreement. The rights of SoundNet under this agreement including, but not limited to, the right of ind !mnity, shall survive any assignment by SoundNet or any expiration, suspension or termination of this agreement, and will inure to the benefit of SoundNet any assignee(s) or any subsequent assignee(s) of SoundNet This agreement shall be binding upon the heirs, successors, and assigns of the parties hereto and upon the property described herein. In the event of the sale, lease, or other transfer of the building herein mentioned, Customer agrees to see that such transferee/lessee is made aware of this contract and assumes and agrees to be bound by the terms hereof for the balance of the contract, subject to termination as herein provided, or otherwise Customer shall be liable for the full unpaid balance due for the full unexpired term of the contract You hereby _oiv", lild. U1 jUI1 alld dv"ful dl~. ner~U1 ..vlI..:J::at v~nue of any proceeding or lawsuit under this agreement shall be in l:.e9 ^"~41I!:J, California. S;:oC' " F r~", C I J-C (!!) The provisions of this agreement shall be considered severable, and should anyone or more provisions be held unenforceable for any reason, the remaining provisions shall continue in full force and effect and shall be enforced in accordance with their terms. TK ECA 09-01 Page 4 Page 4 of 6 E!evator Communication agreement. ~ +~A.':'~ - ~A " .~ ~. .'.....f!" ~'l ~if _-' .--Y.:...... ~ -",' ,. EMERGEN:::V COMMUNCATIOt\S SOUNDNET Attachment A: Emergency Data Sheet. Elevator: Branch: Service: Contract Town Hall Elevator #1 San Francisco 042-1831A This agreement is for the building located at: No. of Elevators in Building: Elevator Phone Number(s): Town of Tiburon -Town Hall 1505 Tiburon Blvd Tiburon, CA 94920 One (1) (415) If unable to reach anyone at the above listed numbersl SoundNet has the express permission of Customer to contact the elevator service company listed below. Elevator service company: ThyssenKrupp Phone Number: 800-238-8899 In the event of an Emergency or perceived emergency, SoundNet has the express permission to contact one or more of the followin~ (911 is not sufficient, local phone numbers are required): Police Department Fire Depamnent: (415) 479-2800 (415) 412-0911 Special instructions/remarks: individuals in the list. For after hours emergency calls, please call the Tiburon Police Department if unable to reach the It is the responsibility of Customer to immediately advise SoundNet in writing of any changes to the contacts or numbers listed on the Emergency Data Sheet. Customer agrees to pay all charges for services incurred by any person, organization or municipality as i result of any emergency or perceived emergency call. It is also expressly understood that Sound Net does not have and does not assume any duty or responsibility for any person or entity that fails to respond to any emergency or perceived emergency situation. ~. By: (Signature of Authorized Individual) Ar14-t-icll' HC\Jel ~h {Printed or Typed Name)Y- fi~"D " (. A drn U) 5 V C:::"") , J D Title: Date: ~'),d-- ~ Thyss Kru I~:ato~~. By: 14~Lt /01tu; {Signature of At'saeA~nB~~dley Service 8 (Printed or Typed Name) I THYSSENKRUPPElEVATOR CORPORATION t { 415-883-6700 '"----,. /: Date: -/-e,h ~ c9cX) "2 ~$rJ~ Date: TK ECA 09-01 APPROVED AS TO FORM ~~~ TOWN ATTORNEY TOWN OF TIBURON Page 5 of 6 Elevator Communication agreement. Page 6 Billing Address: Town of Tiburon 1155 Tiburon Blvd. Tiburon, CA 94920 TK ECA 09-01 Page 6 of 6 " Fac~Jrn'He ,{", . .~ " , ...., . , '" I . r '-. I . ,,~ . .:.. : J .' ./ ",.... .:.. . .' Sou~dNet Emerg~hcy C~mmunications , . . \' ~ . . . . ,,:~~>'!;<~, ' ":~. ~ <~:<::-:"':,.' :'" :.N~~.ijf.~O~: ','. J't1kf1L t1-f 7~, :.'~}i,',.:'.. '.. Ad~.S::... '. ~ . /~CJ.5. ?7b1/Ld7t ~ &vcL .:-' ~f.;, .::.' <:. :',' : Cjh,-' "~~JA~f1( , S~r; , ~ A ~!P:: 21' .'::~'.. . :.:~Y'..' ~A " . .'. ;~ . ~te; . . - ." J ". .. . . .. ,- ..~ '.'" , '~.~f'.l,;.'-r .:',:, ,;f'~!:~j~i(;~~atib~',~i;:. :', ,':' ~..: ;1.1., ".:,.;:',,: ~I.""";: .:" :; , ~I II ';;;'.1' :.. ,: r':/_.<' . 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