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HomeMy WebLinkAboutC02-083 Eaton Sales and Service - Veeder Root SimplicityP" C; Eaton Sales & Service, Inc. PETROLEUM EQUIPMENT TANKS INSTALLATION (970) 245 -0144 FAX: (970) 245 -1143 March 8, 2002 Eagle County Fleet Maintenance P.O. Box 250 Eagle, CO 81637 Attn: William Smith RE: Veeder Root Simplicity Quote: 779DL Eaton Sales & Service is pleased to submit the following proposal for your consideration: VEEDER ROOT EQUIPMENT 1 VEECSLD CSLD Module 1 VEESFTWRE Risk'Management Software 1 VEESTEFAX Site Fax Module el 0;?, - - Cc, Total For Above $2,380.00 LABOR TO INSTALL N ES &S Labor Mileage Total For Above $540.00 RECAP Veeder Root Equipment $2,380.00 Labor To Install 540.00 Total For Above $2,920.00 Note: Above price based on customer providing phone line to tank monitor location. Existing tank and line monitoring equipment to be used. Contract between Eagle County and Veeder Root to be in place prior to start up. Veeder Root to monitor tanks and lines, provide warrantee on Veeder Root brand equipment and notify site of any alarms for $99.00 per month. Inventories to be faxed automatically from monitor. c c EATON SALES AND SERVICE, INC. s.: Page Nf 4.Ouote 779DL TERMS OF PAYMENT: 1) Terms are Net 10 days. 2) Percentage of contract will be billed as follows: - 25% down payment required - Balance due upon 100% completion of contract 3) No retention or liquidated damages are allowed on our price 4) Customer agreements & payment terms with third parties are wholly independent of Eaton Metal's term and shall not effect the payment & terms of this contract. 5) If applicable, Eaton Metal takes exception to any third party licensed surety bonding requirements. We can, however, offer alternatives to satisfy your bonding requirements. COMMENTS: 1) The prices in this quote are firm through delivery, based on receipt of an order and authorization to proceed within 30 days from the date of this proposal. 2) F.O.B. Gypsum, CO 3) All applicable state and local taxes are excluded. -`. -GENERAL CONDITIONS: The general condition applying to this proposal are attached hereto and made a part of this proposal under "CONDITIONS COVERING THIS CONTRACT". s+q We appreciate the opportunity to bid on your needs and hope to have the privilege of working with you. Please feel free to contact me if you have any questions Sincerer EATON SALES & SERV , INC. - CY (970)245 -0144 j k Quote 779DL, Total $2,9 .66 y0 V TITLE DATE C) EATON.SALES AND SERVICE, INC. Page 3 of 4, Quote 199DL Conditions Covering This Contract 1. This contract is subject to purchaser's establishing credit satisfactory to seller's credit department showing purchaser's ability to make payment in accordance with the terms of the contract. 2. Stenographic and clerical errors are subject to correction. Claims for shortages, defective goods, errors or allowances must be made within 30 days from the date of invoice. The delivery dates specified are contingent upon the ability of seller to procure materials or "t¢ ehandise within the time required. Seller shall not be liable for any damage or loss to purchaser resulting from delays caused by strikes, fire, act of God, governmental action or regulation, or from other causes beyond the control ofseller. 614 4. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY, FITNESS FOR PURPOSE, OR OTHERWISE, EXCEPT AS PROVIDED BY ORIGINAL MANUFACTURERS. 5. Purchaser agrees to pay any and all present or future applicable taxes, state, city and Federal, on all equipment, merchandise and material included in this contract, in addition to prices herein specified. In the event a question arises as to whether the transaction is taxable, purchaser agrees to remit to seller the amount of tax, pending specific ruling, and to accept such ruling as final unless purchaser thereafter desires to contest the same at its own eXpenses. 6. Seller, in its sole discretion, may require progress payments, covering the materials, labor, and subcontractor charges. In the event such payments are required by seller they will be invoiced from time to time, as determined by seller. Payments will be in accordance with seller's standard terms, as set forth on the front thereof In the event purchaser fails to pay any progress payment when due, seller may suspend work, terminate the contract; or exercise any other rights it may have without incurring any liability whatsoever to purchaser. * L-- .q�fter delivery of each item of equipment by seller to a carrier for shipment to purchaser, the risk of . loss, injury or destruction thereofby any cause whatsoever shall be on purchaser. EATON SALfS AND SERVICE, INC. Page 4 of 4, Quote 779DL _ -o Conditions Covering This Contract (Continued) 8. Title to and the right to possess each item of equipment are and shall remain vested in seller until purchaser pays the entire purchase price. In the event purchaser does not promptly pay the purchase price according to the terms hereof or in the event purchaser's credit or financial responsibility becomes impaired or unsatisfactory, as seller may determine, or in the event purchaser fails to perform any condition and obligation, seller may, at its election, demand immediate payment in cash before making delivery; suspend delivery and terminate this contract, or mature the entire unpaid portion ofthe purchase price, in each event without notice and without any liability whatsoever to purchase. Purchaser's bankruptcy, receivership, or failure to pay any amount when due shall, at the option of seller, mature the entire unpaid portion of the purchase price without notice and seller may declare this agreement terminated, enter the premises, and retake possession of said property, whereupon all payments made by purchaser will be forfeited as liquidated damages, rental and costs. 9. Purchaser shall not famish any material nor perform any labor or service at seller's expense at any time without first procuring advance written consent of seller.. 10. If suit is brought by seller for collection of the purchase price due under this contract, prevailing party agrees to pay all costs of collection, including reasonable attorney fees and court costs. 91. The seller will not be held responsible for property damage or other liability resulting from the Nstallation by others of equipment or attendant connections; nor will the seller be held responsible for any damage or loss resulting from the use, under air pressure, of any storage tank 12. All tanks are thoroughly tested for leaks before shipment, and all pumps are set to correct measurement and sealed. The seller will not be responsible for any claims for loss of gasoline or other liquids or any other losses whatsoever, by reason of leakage or inaccuracy of measurement. 13. IN NO EVENT SHALL SELLER BE HELD LIABLE TO PURCHASER OR ANY OTHER PERSON FOR ANY DAMAGES (INCIDENTAL, CONSEQUENTIAL, OR OTHERWISE) FOR BREACH OF WARRANTY. FAILURE OR DELAY W MAKING DELIVERY, OR FOR ANY OTHER CAUSE EXCEPT AS SPECIFICALLY SET FORTH ABOVE. 14. Any provision of this contract prohibited by law of any state shall be ineffective as to said state to extent of such prohibition, without invalidating, modifying or affecting the remaining provisions of this contract. r..,. 15. When contract quoted on an F.O.B. destination basis, jobsite must be accessible to truck under its own power. 16. Interest oftwo percent (2 %) per month will be charged on all overdue accounts; interest not to exceed the lawful rate. AGREEMENT This Agreement (this "Agreemen i") is by and between Veeder -Root Services Company, Inc., a Delaware corporation, locatod at 125 Powder Forest Drive, P.O. Box 2003, Simsbury, CT 06070-2003 (" Veeder- Roof') and the customer named below ("Customer"). .'o Veeder -Root dfin*ertain compliance and fuel logistic reports (the "Services ") using statistical inventory reconciliation ("UstmanSlR ") and automatic teak gauge ( "ATG ") methods of release detection for petro pure underground storage tank systems (a "UST'). Using the method selected by Customer for a Site, information from a Site will be provided to Veeder -Root in accordance with Veeder - hoot's then - curren� operating procedures. Veeder Root will analyze such information and prepare reports of such analyses for Customer. Reports :1 bedelivered to Customer in accordance with Veeder - Root's delivery methods then in effect. Customer desires to obtain the Services, and has designated on the Schedules listed below (the " Schedules") the Services that Customer desires to receive at the Customer's sites listed on Schedule A and Schedule SIIR A (each a "Site" and, collectively, the "Sites'). For the Sites listed on Schedules A or SIR A, this Agreement supersedes and cancels any earlier agreements between Veeder -Root (or its affiliates, including Ustman Technologies, Inc.) and Customer regarding such Sites, provided that such earlier agreements shall continue to be in force and effect for any Sites included in those earlier agreements that are not listed on Schedule A or SM A. Veeder- Root's terms and conditions and the Schedules are part of this A.greerrmen -t This Agreement represents the entire agreement of the parties with respect to the subject matter hereof Any modifications to this Agreement trust be in writing, signed by the party against whom enforcement is sought. Should any part of this Agreement be held to be invalid, the remaining portions shall remain in full force and effect. Customer shall appoint a contact person(s), on S_ehedule C. Customer's billing address shall be stated on Schedule B. All notices to be sent hereunder will be deemed sent if sent to. such party at: the address listed on this Page 1 of this Agreement, to the attention of the CEO or President, and if sent by a nationally recognized express courier service which provides evidence of delivery. By signing below, Customer acknowledges that it has read this Agreecgenkj understands and accepts it, and agrees to be bound by them, and that Customer's representative signing this Agreement has the authority to do so. .o The torper! alVay fees per tank per month for an initial term of year(s) as follows: i 6-. # of Tanks Service Module Monthl Fee Sehedul s ' ed UstmanSIR SIR A 3 @ 20.00 A.TG Compliance Management $60.00 A. B C 3 7.00 Alarm Monitoring 21.00 A, g, C Inventory Planning ' A, B, D Delivery Scheduler A, 13, p TLS Reconciliation A. B Equipment Lease A, B, F 3 @ 6.00 Extended Warranty 18.00 A B ATG Polling & Compliance R vrtin A,B -Delivery E!2torting A, B, D Custom BIR Reporting A. B This Agreement shall be effective as of 4.1-02. Upon expiration of the initial term, this Agreement shall be automatically renewed for successive additional 1 -year terms, unless written notice of non - renewal is given by either party at least 60 days prior to the expiration date. Any such renewal shall be at fees in effect at the expiration date unless Veeder -Root gives notice of a new fee schedule at least 30 days prior to expiration date, in which case the new fee schedule shall apply to Services provided during s renew erns, .o Customer Nard EWle County, State of Colorado, a body corporate and politic Signed By. duly authorized Signer's N "4 gn erne (Please Print): a - Com° Title4i2t�t Customer' Notice Address: Customer Phone Customer FAX. I C, VEEDER -ROOT TERMS AND CONDITIONS J . Customer is solely responsible for designating on the Schedules its monitoring, reporting, and other requirements. 2. Each month, Customer shall pay monthly fees for Services provided in the prior month. Service fees and any other feces are due net 30 days from the date of invoice_ Customer is responsible for all taxes on the Services and all communication interface fees, if any invoice is more than 30 days past due, Veede.r-Root may, at is option, discontinue the Services until the account is made current or, terminate the Agreement or the Sites) and seek full recovery for the outstanding fees and costs due under the Agreement 3. Veeder - Root's ATG and UstmanSIR methods have each been certified by one or more nationally recognized independent third -party laboratories as meeting federal performance standards for such methods. Service performance is limited by, and subject to, such standards and certifications. 4. The Services, and/or the equipment used to provide Services, cannot and does not function as "leak prevention" services or equipment and cannot and do not prevent the release of product UstmanSIR relies on statistical analysis of input data provided by Customer which may not be susceptible of conclusive analysis. Results may only indic1te possibilities or trends. Veeder-Root is not responsible or liable for UstntanSIR analysis ofresults which, while statistically accurate,. do not identify leaks or other failures. S. Customer. (a) shall provide, on a mont�ly basis, for Sites receiving reports based on UstmanSIR, accurate daily inventory information in accordance with then- current Veeder -Root operational procedures. Veeder -Root will analyze such information and prepare repodls ofsuc1i analyse9 for Custo er, (b) shall indicae on edule its choice of notification and dispatch method; and . (c) agrees that Veeder -Root had no obligation to monitor changes in the lawzr to modify the Services based on changes in the law, 6. Customer or Vender -Root may terminate the Services and this Agreement at any time, without cause, upon 60 days notice to the other party, such termination to be effective at the end' of such 60 days. Until termination; the parties shall perform all of their respective obligations with respect to each Site. 7. If Customer is the subject of any banicuptcy, insolvency, or similar proceeding, Veeder -Root may immediately terminate the Agreement and declare unpaid fees due and to become immediately payable, together with all interest and costs due thereon. 8. Subject to Paragraph 11, Veeder -Root and Customer shall indemnify, defend, and hold harmless each of their respective affiliates, agents, and employees from and against any and all losses, claims, demands, liabilities, fines; penalties, assessments, suits, or actions for injuries to or death 4f any person, or for loss 4 or damage to, the property of any person or persons caused by or resulting from the negligent acts or omissions (including liability imposed by. statutes, rules, or regulations) of each party, or their respective subcontractors, vendors, agents, officers, or employees, 9. Neither party shall bg responsible for any failure to perform due to circumstances or causes beyond a party's control. The Services shall blresumed as soon as reasonably possible after abatement thereof, and the party required to perform shall have a reasonable additional pe 'Viod of time to periprnr. 10. Veeder -Root is the juthor and owner of all Services and other creative materials or software developed pursuant hereto. At times, Customer and VeedcT Root may receive tirom the other party certain information marked confidential and proprietary. Both parties ague to treat such information as confidential and agree not to use or disclose such confidential information without consent except as may be required bylaw. Veeder- -Root has the right to use and transfer any data' collected pursuant to this Agreement, but shall transfer data only in a farm that does n identify Customer 11. In no event, whether as a breach of contract, warranty, tort (including negligence and strict liability) or otherwise, shall Veeder -Root be liable for any special, consequential, incidental, or penal damages including, but not limited to, loss of profit or revenues, loss of use or cost of repair of any equipment, cost of substitute or replacement services, cost of repair or damages caused by undetected leaks, Pollution or da,rieges to the environment lbr improper notification or the lack of notification to the parties required to be notified under applicable law, for the malfunction or other failure of electricity or other power, or of any communications services or the loss of any data, for inventory shortages or excesses, downtime costs or claims of Customer or anyone claiming through Customer fur any such damages; nor shall Veeder- Root's total liability under this Agreement exceed the amount of Service f&S which Customer would pay for `412 months of Services with respect to a specific UST which gives rise to the claim, regardless of the form of any claim, No action arising out of this Agreement or the Services may be commenced more than 1 Tear after the cause of action has accrued, except for an action of nonpayment TEE PROVISIONS OF PARAGRAPH 3 ARE VEEDEI- ROOTS SOLE WARRANTY AND EXCLUDE ALL 07ffJBR WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR EQUITY, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTTCULAR PURPOSE WHETHER OR NOT PPRPOSES OR SPECIFICATIONS ARE DESCRIBED HEREIN. The remedies referred herein are, and are intended to be, the sole and exclusive remedies and in lieu of any other remedies referred to or otherwise available to Veeder -Root or Customer at law or in equity. 12. This Agreement shall be governed by Connecticut law (but not its conflict laws). All disputes hereunder will first be submitted to mediation using the American Arbitration Association in Hartford, Cor4nec ticut ( "AAN ). If mediation does not resolve the dispute, the matter shall by resolved by AAA arbitration. No provision of or the exercise of Cy rights hereunder, shall limit the right of any party to obtain provisional or ancillary remedies such as injunctive relief from a..Connecticut court before, during or after the pendency of mediations or arbitration. For this prrrposc, Customer spccifica�ly and irrevocably consents to the jurisdiction of the courts located in Connecticut. Customer consents to service of summons, notice, or other process relating to any action or proceeding by delivery thereof by hand or by mail in the manner provided for herein. 2 c ..T } I 5 �z �3 s� N to �s 3 Q ;yti m at O R ro m +x r 585 -d 11/20'd W -1 2ZZ8986£0£ N s m b c IL IG N W w 3 0 s nub uem;sn-woaa N22:80 Z0- 9Z -NVP I G m V m m zh c a m m P' m 3 $ 0 os :. ... v 7 A ...:' t ltls mlto ever lice* In Slmplieigrt is trustonrar i]W - ATO System. Dees Sne Requl a Upgrades c Solve Activaboh I N* No. v r Yox, N/4 i- Not sure i ':• Gdmplranee SL4VIW— nYey, Ihen Chowe ether tork0he op MO eotnotrate tddhod Z _......':': TL5 LOSS Control ( )— *Yes,MUstBeAppraftdAppugtron. IWIR-5de 5utve :l' Interstitial TankMonkoHng .c :. :..:•-4°... 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