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HomeMy WebLinkAbout24-42 Frontier Fire Protection LLC Installation of Radio Frequency Booster System for Emergency Service St. Vrain WTP 04-24-2024RESOLUTION NO.24-42 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO APPROVING A CONSTRUCTION CONTRACT BETWEEN THE TOWN OF FIRESTONE AND FRONTIER FIRE PROTECTION LLC FOR THE INSTALLATION OF A RADIO FREQUENCY BOOSTER SYSTEM FOR EMERGENCY SERVICES FOR THE ST VRAIN WATER TREATMENT PLANT WHEREAS, the Town of Firestone ("Town") as part of its obligations under its Settlement Agreement with Integrated Water Services Inc must complete the work for the St. Vrain Water Treatment Plant; and WHEREAS, such tasks include the acquisition of a Certificate of Occupancy and requires approval from the Frederick- Firestone Fire Protection District, which requires the installation of a radio frequency booster system for frequencies used by emergency services to ensure that in the event of an emergency the emergency services have uninterrupted communications; and WHEREAS, Frontier Fire Protection LLC ("FFP") is uniquely qualified to perform such services as the frequency booster system must be integrated into the existing fire alarm system which was designed and installed by FFP who is also under contract with the St. Vrain Water Authority for services including alarm monitoring, and fire protection services; and WHEREAS, it is therefore in the best interest of the Town to have FFP install the radio frequency booster system. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Construction Contract between the Town of Firestone and Firestone Fire Protection LLC for the installation of a radio frequency booster system for emergency services for the St. Vrain Water Treatment Plant is approved in substantially the same form as the copy attached hereto and made a part of this resolution and the Mayor is authorized to execute the Contract on behalf of the Town. INTRODUCED, READ AND ADOPTED thi0?_Aay of April 2024. ATTEST: M una Gonzalez, Interim Town Clerk • • •' , • •• •• �• �i ". Mll �, CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT (the "Construction Contract" or "Agreement") is made and entered into this � day of 2024 (the "Effective Date"), by and between the TOWN OF FIRESTONE, a Colorado municipa corporation with an address of 9950 Park Avenue, Firestone, Colorado 80504 (the "Town" or the "Owner"), and FRONTIER FIRE PROTECTION, LLC, an independent contractor with a principal place of business at 9430 East 40th Avenue, Denver, Colorado 80238 ("Contractor") (each a "Party" and collectively the "Parties"). WHEREAS, the Town requires services; and WHEREAS, the Town has found the Contractor to have the expertise and experience to perform the required services. NOW THEREFORE, in consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: SCOPE OF WORK A. The Contractor shall complete all Work and perform all Services described or reasonably implied from the Scope of Work set forth in Exhibit A and the Contract Documents, attached hereto and incorporated herein by this reference and known as: St Vrain WTP Radio Amplifier System (W2020.9523.01). B. A change in the Scope of Work shall not be effective unless authorized as a modification to this Agreement or change order in accordance with the Contract Documents. If the Contractor proceeds without such written authorization, the Contractor shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or representative of the Town is authorized to modify any term of this Agreement, either directly or implied by a course of action. C. Within ten days of the Effective Contract Date, the Contractor shall provide the certificate of insurance required by the Contract Documents. II. RESERVED III. CONTRACT TIMES: COMMENCEMENT AND COMPLETION OF WORK A. The Work shall be substantially completed within 90 days of the Effective Date of this Agreement. It shall continue until the Contractor completes the Scope of Services to the Town's satisfaction, or until terminated as provided herein. B. Either Party may terminate this Agreement upon 30 days advance written notice. The Town shall pay the Contractor for all Work previously authorized and satisfactorily completed prior to the date Page 1 of 7 FIRESTONE U 1 IV. of termination. If, however, the Contractor has substantially or materially breached this Agreement, the Town shall have any remedy or right of set-off available at law and equity. C. Should a delay in completion constitute a compensable inconvenience to the Town and its residents, the liquidated damages established in this Section shall be enforced. Such damages are not a penalty, and the parties recognize the delays, expenses, and difficulties involved in proving the actual loss suffered by the Town if the Work is not completed on time. Accordingly, instead of requiring such proof the Parties agree that as liquidated damages for each day that all or a portion of the Work is delayed beyond the deadlines set forth in Section III hereof, plus any extensions thereof allowed, the Contractor shall be assessed the amount of two hundred fifty dollars ($250) each day until the Work is complete. In consideration for the completion of the Work by Contractor, the Town shall pay Contractor, subject to all of the terms and conditions of the Contract Documents, an amount not to exceed $96,414.00 (the "Contract Price"). The Contract Price shall include all fees, costs, and expenses incurred by the Contractor, and no additional amounts shall be paid by the Town for such fees, costs, and expenses. V. PAYMENT PROCEDURES A. The Contractor may submit Applications for Payment for completed work. The Contractor may submit periodic invoices, which the Town shall pay within 30 days of receipt. B. The Town may retain up to five percent (5%) of the calculated value of completed work from each application of payment up until the Construction Contract is completed satisfactorily and finally accepted by the Town. C. Upon issuing a final acceptance of the Work for the Project, the Town shall pay to Contractor the remainder of the funds or monies previously withheld as retainage. ILO A. Contractor hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and licenses in good standing, required by law. B. The Work performed by Contractor shall be in accordance with generally accepted practices and the level of competency presently maintained by other practicing contractors in the same or similar type of Work in the applicable community. C. The Work performed by the Contractor hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations, including the Keep Jobs in Colorado Act, C.R.S. B-17-101, et seq. (the "Act") and the rules adopted by the Division of Labor of the Colorado Department of Labor and Employment implementing the Act (the "Rules"). D. The Town's review, approval or acceptance of, or payment for any completed Work shall not be construed to operate as a waiver of any rights under this Construction Contract or of any cause of action arising out of the performance of this Construction Contract. Page 2 of 7 0- FIRESTONE E. The Contractor hereby warrants to the Town that all materials and equipment used in the Work, and made a part of the Work, or placed permanently in the Work, shall be new unless otherwise specified in the Contract Documents. The Contractor further warrants that all equipment and materials shall be of good quality, conform to the requirements of the Contract Documents and will be free from defects. All Work, materials, or equipment not conforming to the Contract Documents shall be considered defective. F. The Contractor shall warrant and guarantee all materials and equipment furnished under the Construction Contract and all Work performed for one year after the date of Substantial Completion. Under this warranty, Contractor agrees to repair or replace, at its own expense, any Work that is found to be defective. The expiration of the warranty period shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for Work negligently or defectively performed. VII. OWNERSHIP Any materials, items, and Work specified in the Scope of Work, and any and all related documentation and materials provided or developed by the Contractor shall be exclusively owned by the Town. The Contractor expressly acknowledges and agrees that all Work performed under the Scope of Work constitutes a "work made for hire." To the extent, if at all, that it does not constitute a "work made for hire," the Contractor hereby transfers, sells, and assigns to the Town all of its right, title, and interest in such Work. The Town may, with respect to all or any portion of such Work, use, publish, display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such Work without providing notice to or receiving consent from Contractor. Vill. INDEPENDENT CONTRACTOR The Contractor is an independent contractor. Notwithstanding any other provision of this Construction Contract, all personnel assigned by Contractor to perform Work under the terms of this Construction Contract shall be, and remain at all times, employees or agents of Contractor for all purposes. The contractor shall make no representation that it is a Town employee for any purposes. IX. INSURANCE A. Contractor agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Contractor pursuant to this Construction Contract. At a minimum, Contractor shall procure and maintain, and shall cause any subcontractor to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town. 1. Worker's Compensation insurance as required by law. 2. Commercial General Liability insurance with minimum combined single limits of $1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations, and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of Page 3 of 7 FIRESTONE interests provision, and shall include the Town and the Town's officers, employees, and contractors as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations. B. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the Town, its officers, its employees, or its contractors shall be excess and not contributory insurance to that provided by the Contractor. The Contractor shall be solely responsible for any deductible losses under any policy. C. Contractor shall provide to the Town a certificate of insurance as evidence that the required policies are in full force and effect. The certificate shall identify this Construction Contract, X. INDEMNIFICATION The Contractor agrees to defend, indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs, and assigns from and against all claims, liability, damages, losses, expenses, and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Construction Contract if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, recklessness or other faults of the Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor, or which arise out of a worker's compensation claim of any employee of Contractor or of any employee of any subcontractor of Contractor. XI. CONTRACT DOCUMENTS The Contract Documents, which comprise the entire Agreement between the Town and Contractor concerning the Scope of Services, consist of the following: A. This Construction Contract: There are no Contract Documents other than those listed above in this Section XI. XII. CHANGE ORDERS A. A Change Order is a written instrument issued after execution of the Agreement signed by Town and Contractor, stating their Agreement, as applicable, upon all of the following: 1. The scope of the change in the Work; 2. The amount of the adjustment to the Contract Price; and 3. The extent of the adjustment to the Contract Times(s). Page 4 of 7 FIRESTONE B. All changes in the Work authorized by applicable Change Order shall be performed under the applicable conditions of the Contract Documents. Town and Contractor shall negotiate in good faith and as expeditiously as possible the appropriate adjustment such changes. XIII. MISCELLANEOUS A. Governing Law and Venue. This Construction Contract shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado. B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Construction Contract by the Town shall not constitute a waiver of any of the other terms or obligation of this Construction Contract. C. Integration. This Construction Contract and any attached exhibits constitutes the entire Agreement between the Parties, superseding all prior oral or written communications. D. Third Parties. There are no intended third -party beneficiaries to this Construction Contract. E. Notice. Any notice under this Construction Contract shall be in writing,and shall be deemed sufficient when personally presented or sent pre -paid, first class U.S. Mail to the Party at the address set forth on the first page of this Agreement. F. Severability. If any provision of this Construction Contract is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. G. Modification. This Construction Contract may only be modified upon written Agreement of the Parties. H. Assignment. Neither this Construction Contract nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other. I. Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, at seq., as amended, or otherwise available to the Town and its officers, attorneys or employees. J. Rights and Remedies. The rights and remedies of the Town under this Construction Contract are in addition to any other rights and remedies provided by law. The expiration of this Construction Contract shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for Work negligently or defectively performed. K. Subject to Annual Appropriation. Nothing herein shall constitute a multiple fiscal year obligation pursuant to Article X, § 20 of the Colorado Constitution. Any financial obligation of the Town is subject to annual appropriation by its Board of Trustees. Any failure of a Board of Trustees to annually appropriate adequate monies to finance the Town's obligations under this Agreement shall terminate the Agreement upon expenditure of the appropriated funds. IN WITNESS WHEREOF, the Parties have executed this Construction Contract as of the Effective Date. Page 5 of 7 FIRESTONE e D• A — on Cony lJ 4ATTE T: Mid m onzalez, Town Clerk '&4kj4 �f'7.1 0n Attorney FRONTIER FIRE PROTECTION, LLC By: Andy Mayers. STATE OF COLORADO r' ss. COUNTY OF The foregoing instrument was subscribed, sworn to and acknowledged before me this 15 day of i 2024 by PAvi as of My commission expires: C-{_ ) q _-ao,�j FJ (SEAL) DEBI VATES NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20014011629 MY COMMISSION EXPIRES APRIL14,2026 LLQ Notary Public Page 6 of 7 FIRESTONE SCOPE OF WORK (see attached 8 pages) Page 7 of 7 FIRESTONE � Frontier Fire 9430 East 4011 Avenue, Denver CO 80238 1 Phone 303-629-0221 03.29.2024 David B. Lindsay, PE Colorado Civil Group, Inc. dlindsav@ccginc.us Re: St. Wain Water Treatment Facility 6211 Zinnia Avenue Firestone, Colorado 80504 Emergency Radio Communication Enhancement Systems (ERCES) SCOPE OF WORK Design Parameter/Frequencies Amplified The project scope will consist of a single DAS system to support the 17,586 square foot 2-story building. The, DAS system will consist of a single Yagi antenna located on the roof of the building with the building amplifier located in a 2-hour rated room. A 2-hour vertical shaft will also be needed from the head end room to the roof and to every floor as well. AWS will provide 24-hour UPS at the amplifier location to support the system per code. All work shall be installed in compliance with Industry Standards, Local Jurisdictions and standard NEC codes. AWS will provide a code compliant ERRC system. AWS is to amplify frequencies for City of Firestone Emergency Responder Radio users. Currently the City of Firestone is using 700/800 MHz frequencies. FRONTIER FIRE PROTECTION will start the project with a kick-off meeting between our project team and the customers. This meeting will be to discuss project expectations, schedule, material delivery logistics and other topics as required. Design/Coordination FRONTIER FIRE PROTECTION will provide project coordination and design for the carrier system. Coordination will include on -site and/or conference calls to properly communicate the carrier system requirements and how the system will impact the building structure and other trades within the building. The possible impacts will be: • Equipment space requirements • Power/Cooling for DAS equipment (if needed) • Conduit and cable pathways • Coordination for indoor and roof antenna's The system design package will include a complete and accurate set of drawings that indicate location of each piece of equipment in the system. FRONTIER FIRE PROTECTION will identify antenna locations in plain view. The completed package will include product cut sheets for your records. PG 7 OF 5 2 Implementation The implementation of the system will take place in 3 phases; passive equipment, active equipment and commissioning/programming. The passive equipment will include the delivery of all cabling and connectors associated with the system. FRONTIER FIRE PROTECTION will provide all materials and will provide the labor to design, commission, and test the system. t The active equipment will be installed toward the end of the project when rooms are secure and dust is minimized to protect the equipment. Like the passive system, FRONTIER FIRE PROTECTION will provide all equipment to site and install. The installation of the equipment will be depicted in the drawings. EMT Raceway is included in this proposal. The commissioning/programming of the system will be conducted by a FRONTIER FIRE PROTECTION technician with an FCC license. The commissioning/programming will consist of positioning the donor antenna on the exterior of the building with the correct azimuth to the appropriate donor site. FRONTIER FIRE PROTECTION will also log into the BDA to observe and adjust the settings to make sure the building coverage meets the customer standards. System testing and coordination with the fire marshal will also be included after the commissioning process is complete. FRONTIER FIRE PROTECTION will coordinate the purchase and delivery of all equipment based on the project schedule. Type ... .. __..:- .. __ Description Antenna Antenna Public Safety 700/800 i Antenna Indoor 698-869MHz 3dBl 4 BDA 700/800MHZ BDA, CLASS A,0.5W, DC 1 Cable 1/21n Low Loss Flexible Cable -Standard Jacket/Outdoor Usage 150 Cable Jumper Cable 3' 3 Cable Red Plenum,lft,l/2", 50 Ohm, Corrugated(6 GHz) 500 Connector Connector -LCF12-50- N Male Connectors 3 Connector N Type, Male Connector for 1/2" Plenum & In -Conduit Cables, 50 Ohm 15 Filter Reject Filter, 769-775 & 799-816 & 851-861MHz, Low PIM 1 Miscellaneous BBU, 100AH, 24VDC, BATTERIES INCLUDED 1 Miscellaneous Coaxial surge protector, ULlisted 1 5plitter 2way POWERSPLITTERS, 698-2700 MHz, Broadband power splitter,50W as splitter, N(f) 3 Miscellaneous Universal Ground Bar 1 Miscellaneous ICoaxial Cable Grounding Kit 1 Panel DAS Annunciator Panel 1 Attenuator IType- N, DC-6GHz, lode Attenuator, 5 Watts 1 Close -Out Upon completion of the project FRONTIER FIRE PROTECTION will provide a complete set of updated as-builts based upon the installation contractor's mark-ups. All test results will be downloaded and put into a pdf format for the owner's records. 2 PRICING Project Pricing Pricing for the base bid project is Lump Sum Turn -Key Sched'ule'of,Values,, _ Description, Price Material $45,815.00 Design/Commissioning/Testing $19,511.00 Permitting Fees $2,979.00 Installation Labor $23,789.00 Fire Alarm Modifications $4,320.00 Total $96,414.00 ASSUMPTIONS/QUALIFICATIONS 3 Exclusions • Pricing assumes off -air donor signal for carrier signal will be a minimum of -75 dBm. • Customer to provide adequate space for equipment. Spacing allocation to be made available by customer and verified by FRONTIER FIRE PROTECTION. • FRONTIER FIRE PROTECTION is not responsible for future modifications to the interior structure that may degrade signal propagation. • Pricing assumes that all frequencies are installed and implemented at the same time. • Access hatches are not included. • Replacement or repair of damaged or cut cabling or conduit will be an extra charge over and above this estimate. • Conduit, back boxes, and stub ups to be provided by others. • The BOM is based on a schematic level design and not a final design. The equipment amounts may change by+/- 5%. • Performance/Payment Bond not included but available upon request. • Others shall not hold the Contractor liable for errors or omissions in designs, nor inadequacies of materials and equipment specified or supplied by others. • Equipment and materials supplied by the Contractor are warrantied only to the extent that the manufacturer warrants the same. • Price is based on a single on -site mobilization with duration up to five business days. Any additional on -site mobilizations or weekend hours will require a change order. • All work will be performed during normal working hours. • Equipment room housing the amplifier and battery backup may require air conditioning. Air conditioning unit to be designed, provided and installed by others. • Installer responsible for all required permitting including but not limited to building and fire. • Roof penetrations for cabling exist and area available for use. • No hazardous materials or asbestos is present. • Indoor coverage antennas can be mounted to the ceiling. • Clear cable paths are available. Any change to the cable pathway after final design is approved will require verification of system compliance by FRONTIER FIRE PROTECTION engineers. • Pricing assumes one shipment of passive materials and one shipment of active materials only sent through ground freight. • Pricing assumes three-week lead time for passive material production. 3 • Expedited shipping and material production requests considered and charged on a case by case basis. • Closeout package pricing is included. FRONTIER FIRE PROTECTION will provide digital copies of all required submittal documentation. Printed documentation is not included but can be provided at additional costs. • Taxes not included • Access Hatches are not included • Prevailing Wages are not included. Inclusions • FCC Licensed system designer, testing technician, and project coordination • Project Management, Coordination of Installation with the owner, general contractor, and electrical contractor • Installation of cabling, connectors, antennas, head end, and couplers/splitters • Certification and Training if needed • Carrier Device Registration • System Design • Complete and Accurate test results • Commissioning and Optimization of system • Connections to Fire Alarm System and associated permits Work Hours/Schedule All work shall be completed during normal working hours Monday — Friday 8:00 am — 5:00 pm. Any requested work, not identified in the above scope, outside these hours will be subject to overtime rates and submitted as a change order to the customer. This includes work after hours, weekend and holidays. Our schedule for initial design will be approximately four weeks from receipt of a contract/ notice to proceed from customer as well as all requested design documentation. Required design documentation will include a complete PDF set of drawings including Architectural plans and elevations, reflected ceiling plans, and telecom pathway drawings as well as AutoCAD files. The expected start date of the DAS project is TBD and expected completion date of TBD. Schedule acceleration/extension that is out of FRONTIER FIRE PROTECTION's control will be followed by a change order notice that will include the additional cost of being involved with the project. Responsibility The following matrix was put together as a guideline to define the responsibility of contractors involved. It is intended as a guideline but is not all inclusive of the tasks to be performed through the duration of the project. S = Snprifir P - Fnrnich I — [ne+� 1 n1 /A — K1-- A....u.._wi_ .Item _-_ContEacior FFF - " FFP Hired Contractor- Electrical Contractor Others DAS Design F Design Coordination F F F F Fire Permit F Cabling Permit F Pathway/Space S S F Fiber Optic Cable/Components N/A N/A N/A N/A Coax Cable F I SPlitters, Couplers, Antennas F I Head end Equipment F 1- Remote Repeaters F I Conduit F/I F/I UPS F I Power Circuits/Receptacles F I Fire Alarm Supervisory 8, Alarm Connections (1) F,I Dedicated DAS Annunciator Panel F I Grounding/Bonding F,I TERMS & CONDITIONS 5 Proposal/Agreement Proposals submitted are in the form of "Lump Sum", which will be subject to progress billing. FRONTIER FIRE PROTECTION requires the customer to sign/date and return our proposal document as acknowledgement and agreement of our terms and conditions. By issuing a purchase order and/or contract, they are also accepting our terms and conditions. No work will begin until documents have been received. Invoicing FRONTIER FIRE PROTECTION will provide monthly invoicing as required. Invoicing will match an agreed upon schedule of values which will be provided by FRONTIER FIRE PROTECTION. Typical schedule of values will consist of the following items: • DAS Design • Carrier Submittal/AH1 Permit Submittal • DAS Passive Equipment Order • DAS Active Equipment Order • Commissioning/Testing Andy Mayer Alarm & Detection/Special Hazard Estimator Direct: 970.319.8233 Email: amaverCo)frontierfireprotection.com Performance of Work. This fire alarm contractor ("Contractor") shall perform the scope of work ("Work") specific herein. Contractor shall furnish all services necessary to perform the Work and perform the Work to completion diligently, expeditiously and with adequate forces. Client shall use its best efforts to provide all information, materials, documents, and assistance that is reasonably required for Contractor to perform any and all aspects of the Work. Change Orders. Either Party may request changes or revisions in the Work under the Client Proposal. Upon such request, the Parties will negotiate in good faith an equitable adjustment to the price, time for performance, and any other provisions of the Agreement impacted by such change request. Any such changes and adjustments must be agreed in a writing signed by an authorized representative of both Parties (a "Change Order"). Contractor may delay performance of the Work at no risk or liability to Contractor until requested changes and adjustments are clarified and agreed upon. Schedule. Unless otherwise provided in the Client proposal, Contractor shall commence the Work in accordance with a mutually agreed schedule upon the effective date of a notice to proceed issued by Client. Client shall not issue, and Contractor shall have no obligation to accept, the notice to proceed until the following conditions have been satisfied: (a) Client has provided Contractor access to the project site; (b) Client shall have obtained all permits that are the responsibility of Client to obtain in connection with the performance of the Work; (c) Client has provided access to utilities and fulfilled all of its other obligations identified in the Client proposal that are required, or should reasonably be understood to be required, prior to issuance of the notice to proceed; and (d) Client is not in arrears with respect to any payments due to Contractor under the agreement or any other agreement between the Parties. Payments. Client shall pay Contractor the compensation specified herein ("Price") for the value of Work that Contractor has completed, as the Work is completed. Client shall pay Contractor within thirty (30) days of receiving an invoice. Contractor will be entitled to interest at the maximum rate allowed by law on all sums overdue and unpaid from the date due. Payment is a condition precedent to Contractor's obligation to perform the Work under the agreement, and Contractor may, at its option, suspend any portion or all of the Work until all past -due amounts (including finance charges) are paid by Client to Contractor. Client expressly agrees that Contractor shall not be liable for any losses, liabilities or damages of any nature which Client may suffer or incur as a result of Contractor's suspension of the Work in accordance with this Paragraph. If Contractor is required to take action to collect any amount due, then Client agrees that Client shall reimburse Contractor for all costs Contractor incurs in collecting any amounts due under the agreement, including, but not limited to, attorneys' fees, legal expenses and costs. Contractor Warranties. Client shall receive a thirty (30) day warranty that covers labor and materials provided by Contractor as part of the Work. This warranty commences in the date that the portion of the Work warranted is substantially complete. However, Contractor makes no warranty, whatsoever, regarding components of the Work provided by third parties, and in such case the terms of the warranties in this section are exclusive and in lieu of all other warranties, whether express or implied. Client shall be responsible for its own pursuit of any warranty claims directly with the manufacturer of any third -party components. Other than the limited obligations set forth in this Paragraph, CONTRACTOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO CLIENT FOR THIRD -PARTY COMPONENTS. Contractor Warranty Exclusions. Notwithstanding anything in this agreement to the contrary, Contractor shall not be responsible for defects or conditions caused by (a) any acts or omissions of Client or any third party; (b) any failure by Client to perform its obligations, including the provision of persistent power/pressure (if applicable); (c) any modification, addition or alteration to the Work, or repairs by Client or third parties, without Contractor's prior written approval; (e) misuse or abuse of the Work or a failure to maintain the Work; (f) harmful Work environments, such as outdoor installations, excessive moisture or excessive dust; or (g) any Force Majeure Event. Client Warranties. Client represents and warrants that: (a) it is duly authorized to transact business under the Laws of the jurisdiction(s) in which the Project Sites are located; (b) it has been duly authorized by all necessary corporate action to execute and deliver the Agreement; (c) the Agreement constitutes the legal, valid and binding obligation of Client, enforceable against Client in accordance with the Agreement's terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization, or other Laws affecting creditor's rights generally; (d) it has complied with all public bidding and procurement rules and Laws as may be applicable to the Agreement and the Work; and (e) the financial information provided by Client to Contractor is true and correct, and there have been no material adverse changes in Client's financial condition since the date of such financial information. Warranty Disclaimers. THE WARRANTIES SET FORTH IN THE PRECEDING PARAGRAPHS OR IN THE PUBLISHED WARRANTY (IF ANY) ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED. CONTRACTOR EXPRESSLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON -INFRINGEMENT, TITLE, OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. Indemnification. Client shall indemnify, defend and hold harmless Contractor and Contractor's affiliates and Representatives, and its and their respective directors, officers, employees, agents, shareholders, affiliates, and assigns and successors, from and against any and all claims, damages (including damages arising from personal injury or death), demands, actions, proceedings, judgments, penalties, fines, losses, liabilities, costs and expenses (including attorneys' fees and legal expenses) that arise from or relate to: (a) any breach by Client of the Agreement; (b) any violation by Client of any Law (including, without limitation, any violation by Client or any of its Clients of any data privacy Laws, Anti -Bribery Law, or International Trade Laws); (c) any negligence or willful misconduct by Client; (d) any Excluded Claims; or (e) Client's use of, or the storage, release, discharge, handling or presence, of any Hazardous Materials on, under or about the Project Site. Notwithstanding the foregoing, in no event shall Client be required to indemnify, defend or hold Contractor harmless to the extent the claims, damages, demands, actions, proceedings, judgments, penalties, fines, losses, liabilities, costs or expenses result from Contractor's negligence or willful misconduct. Termination. Either Party may terminate this agreement upon thirty (30) days written notice to the other Party. In such case the rights and obligations of each Party that arose prior to the termination date shall survive such termination, except that Contractor shall have no obligation to perform Work after termination. Disputes. No suit or action shall be brought against Contractor more than one (1) year after the completion of that portion of the Work that gave rise to the claim on which the suit or action is brought. In case of a dispute between the Parties, the Parties will attempt to negotiate a resolution. If a dispute remains unresolved more than thirty (30) calendar days after the commencement of negotiation, then the Parties shall pursue mediation. If any dispute remains unresolved more than sixty (60) calendar days after the commencement of mediation, then either Party may commence binding arbitration. No litigation will be commenced by either Party unless all of the foregoing steps have been pursued to completion. CLIENT AND CONTRACTOR EACH WAIVE ANY RIGHT TO A JURY TRIAL. Contractor shall be entitled to recover from Client all reasonable legal fees incurred in connection with Contractor enforcing the terms and conditions of this agreement. Choice of Law, Venue. The validity, interpretation, and performance of this agreement shall be governed by the laws of the state in which the Work is performed. The venue for resolving any dispute shall be the county in which the Work is performed. Force Majeure. Neither Contractor nor Client shall be considered in breach of this agreement to the extent that the Party's performance is prevented by an event or events that are beyond the control of such party, including but not limited to acts of God, fire earthquake, flood, storm, war, rebellion, revolution, insurrection, riot, strike, nuclear contamination, and/or acts or threats of terrorism. No Waiver. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver. Intellectual Property. Intellectual property provided by Contractor to Client as part of the Work are instruments of service owned by Contractor and are not "work made for hire' as such term is defined under U.S. copyright law. What the Work is performed to completion, Contractor grants to Client a limited license to use the Intellectual Property to operate, maintain, renovate, and manage the subject matter of the Work. Damages Limitation. CONTRACTOR'S LIABILITY UNDER THE AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER SUCH LIABILITY IS ASSERTED IN CONTRACT, TORT, INDEMNITY OR OTHERWISE, SHALL IN NO EVENT EXCEED (A) FOR ANY CLAIM, THE AMOUNT OF THE FEES PAID BY CLIENT TO CONTRACTOR FOR THE CONTRACTOR WORK GIVING RISE TO THE CLAIM IN THE 12 MONTH PERIOD PRECEDING THE DATE ON WHICH SUCH CLAIM AROSE AND (B) IN THE AGGREGATE FOR ALL CLAIMS, THE TOTAL OF ALL FEES PAID BY CLIENT TO CONTRACTOR UNDER THE APPLICABLE AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, CONTRACTOR SHALL NOT BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF EARNINGS, DATA LOSS OR OTHER LOSSES ARISING FROM VIRUSES, RANSOMWARE, CYBER ATTACKS OR FAILURES OR INTERRUPTIONS TO NETWORK SYSTEMS, LOSS OF BUSINESS OR GOODWILL, BUSINESS INTERRUPTION, DOWN -TIME, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, OR FOR ANY OTHER TYPES OF ECONOMIC LOSS, OR FOR CLAIMS OF CLIENT'S CLIENTS OR ANY THIRD PARTY FOR ANY SUCH DAMAGES, COSTS OR LOSSES, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, AND/OR (B) WHETHER OR NOT CONTRACTOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Insurance Disclaimer. Client understands and agrees that Contractor is not an insurer and that insurance covering personal injury and property damage on the Client's premises shall be maintained by the Client. Client agrees to look exclusively to the Client insurer to recover for injuries or damage in the event of any loss or injury. Waiver of Subrogation. Client agrees on behalf of itself and all others who may make a claim under this agreement, to release and discharge Contractor from and against all hazards covered by the Client's insurance, it being expressly agreed and understood that no insurance company or insurer will have any right of subrogation against Contractor. Severability, Survival. If any portion of this agreement shall be held invalid in whole or in part under any law, rule, regulation, or order, then such portion shall remain in effect only to the extent permitted, and the remaining portions of the agreement shall remain in full force and effect. Any invalid portions shall be substituted with an interpretation that most accurately reflects the Parties' intentions. Amendment. This agreement may not be amended except pursuant to a written amendment signed by an authorized signer of each Party. Offer Change or Revocation. The Client proposal and its terms (including the prices quoted) may be changed or revoked by Contractor at any time before the Client Proposal is signed by Client and returned to Contractor and will automatically expire thirty (30) calendar days after its date if Client has not signed it and returned it to Contractor before then. Complete Agreement. This agreement, including the exhibits attached hereto, is a fully integrated agreement. Any legal terms and conditions appearing elsewhere in this agreement shall be ignored to the extent they contradict or are inconsistent with the terms and conditions contained in the foregoing list. All previous agreements between Contractor and Client as to the Work are superseded by this agreement. Any conflict or inconsistency between any provision of this agreement shall be resolved by giving priority in the following order: (1) first, to these Terms and Conditions and (2) then, to the Client proposal provided by Contractor. Provided, however, applicable clarifications and exclusions shall prevail over any other agreement documentation.