Quote - Safeguard US, Inc. Fall Protection Package 2 — Santa Monica City Council, July 18, 2023

CALIFORNIA CONTRACTORS LICENSE: 1021082
_____________________________________________________________________________________________ Safeguard Industries
10500 48th St. SE Suite 200, Calgary AB T2C 2B8 Safeguard Engineering 6335 North Hollywood Boulevard, Suite 140, Las Vegas, Nevada 89115 Toll free (888) 936-0752
[email protected] www.safeguard-industries.com QUOTE
Fall Protection System
Fall Protection Package 2 - Santa Monica, CA
QUOTE #: SUS07846 – Revision 1
DATE: April 27, 2023
QUOTE EXPIRATION DATE: July 27, 2023
TO: William Clerk
City of Santa Monica
1685 Main St
Santa Monica CA 90401
(310) 429-6555
[email protected]

ACCOUNT CONTACT EMAIL CELL PAYMENT TERMS
Paul Betts [email protected] (702) 553-9967 Net 30 SCHEDULE OF VAUES W. INSTALL OPTION
25% Once Shop Drawings are Submitted by Safeguard Industries 55% Once Materials are put into Storage or Shipped to Site (whichever is sooner) 20% Once Install is Complete (If Install is in multiple Stages, % to be broken out per mobilization)

PRICE BREAK DOWN

PRIORITY BUILDING

CODE BUILDING NAME

ROM VALUE

VALUE W/O

TAX SALES TAX VALUE W/ TAX
1 101 Fire Station 2 $52,194.80 $2,455.20 $54,650.00
1 102 Fire Station 3 $84,962.10 $5,347.90 $90,310.00
1 103 Ken Edwards Center $31,625.00 $855.00 $32,480.00
1 106 PSF New Drone Pilot Station $80,140.80 $2,439.20 $82,580.00 TOTAL $248,922.70 $11,097.30 $260,020.00
QUOTE#: SUS07846.REV1

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Client email on September 1st, 2022, including buildings’ photos.

No specs were provided. Safeguard/CAL-OSHA standards were used No drawings were provided.

QUOTE SUPPORTING DEADLINE:

Materials to be on site or in storage no later than: Q3 2023 Onsite Install to happen no later than: Q4 2023
QUOTE INCLUSIONS:

DESCRIPTION
Engineering, shop drawing, calculation, and PE stamp
Supply of Fall Protection systems as per Scope of Work.

SGI installation, testing and certification of the system Ground shipping and handling, FOB jobsite.

QUOTE EXCLUSIONS:

DESCRIPTION
Operating Procedures Outline Sheet (OPOS)
Any reinforcement of structure
The extra costs caused by any obstructions, delays, or shutdowns.

Safe, clear, and uninterrupted access for installation to be provided by others Union Labor.

Plan Check &/or Building Permit Costs
Bonding.

QUOTE#: SUS07846.REV1

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SCOPE OF WORK
Priority #1 - Fire Station 2 – #101
222 Hollister Ave, Santa Monica, Zip 90405
Recommendation:
1- Install (2) free-standing guardrail systems ~80 feet total 2- Install (7) Guardrail systems (KeeDome) around skylights 3- No maintenance is required on sloped roof

QUOTE#: SUS07846.REV1

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QUOTE#: SUS07846.REV1

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QUOTE#: SUS07846.REV1

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QUOTE#: SUS07846.REV1

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To accept this quotation, sign & date here and return: _________________________________________ SAFEGUARD INDUSTRIES LOOKS FORWARD TO WORKING WITH YOU!

QUOTE#: SUS07846.REV1

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STANDARD TERMS AND CONDITIONS FOR ENGINEERED SYSTEMS
Revised: Nov 2019
1 AGREEMENT. This quotation is expressly conditioned upon review and acceptance of these terms and conditions. The quotation and these terms and conditions constitute the entire agreement between Safeguard US Inc (“Company”) and Customer (hereinafter referred to as the “Agreement”). In the absence of written acceptance of this Agreement by Customer, placement of an order for any of the products covered by this Agreement by the Customer shall constitute an acceptance of these terms and conditions and this Agreement. Any additional or different terms or conditions shall not be effective or binding unless specifically agreed to in writing by Company. 2 QUOTATIONS: Quotations automatically expire 30 days after the date issued unless otherwise specified in the quotation. All quotations are subject to these Terms and Safeguard’s order acknowledgment. Orders become effective only when accepted by Safeguard’s written order acknowledgment.
3 PRICES: Unless otherwise stated in writing by Safeguard, all prices quoted expire 30/90 (whichever is relevant) days after the date they are provided to Customer with the following exceptions. Prices quoted are based on current pricing from all Safeguard vendors and subcontractors, and an inflationary rate of 5% or less. During the period of acceptance of a quotation, and throughout the approval, production, delivery, and/or construction of the project, prices will be subject to escalation based on all documented price increases received from Safeguard vendors and subcontractors. Documentation consisting of vendor/subcontractor price increase announcements, escalation letters, revised price lists, etc., together with appropriate purchase order or pricing backup, will be furnished by Safeguard upon Customer request. An invoice supersedes all previous quotations and proposals. Prices quoted are exclusive of transportation costs, insurance, federal, state, local, excise, value-added, use, sales, property (ad valorem) and similar taxes or duties now in force or hereafter in effect. In addition to the prices quoted or invoiced, Customer agrees to pay all taxes, fees, or charges of any nature whatsoever imposed by any governmental authority on, or measured by, the transaction between Customer and Safeguard. If Safeguard is required to collect such taxes, fees, or charges, such amounts will appear as separate items on Safeguard’ invoice and will be paid by Customer. 4 TERMS OF PAYMENT. Payment terms shall be as set forth in the quotation. Unless otherwise stated in the quotation, all invoices shall be paid in full in U.S. dollars within thirty (30) days of the invoice date. Customer shall pay a late fee of 1.5% per month. Company reserves the right at any time and for any reason to require payment in advance or COD, or to otherwise modify, suspend, or terminate any credit terms previously extended to Customer.
5 INDEPENDENT CONTRACTOR. Company is a non-exclusive independent contractor for all purposes and is not an agent of the Customer. Nothing in this Agreement or otherwise is intended or will be construed to create a joint venture, partnership, employment or other similar relationship.
6 TERMINATION. The Agreement may be modified or terminated only upon Company’s written consent. If all or part of the Agreement is terminated, in the absence of contrary written agreement of Company, Customer shall pay termination charges based upon actual expenses and cost incurred in the production of the products or in preparation of the supply of services to the date such termination is accepted by Company plus a reasonable profit, except that any product completed on or prior to company’s acceptance of such termination shall be accepted and paid in full by Customer. 7 DELIVERY AND TITLE. Title to the products and risk of loss or damage to the products shall pass to Customer at the products’ manufacturing location, immediately upon delivery to a suitable carrier, subject to Company’s security interest in such products as described below. Notwithstanding title to the products passing to Customer, title shall not pass to Customer as to any Company intellectual property rights.
8 SHIPMENTS. In the absence of specific shipping instructions, Company shall select a carrier who shall be deemed to act as Customer’s agent. Company shall be under no obligation to ship via any carrier selected by Customer if such carrier does not comply with applicable laws. Transportation charges will be collected on delivery or, if prepaid, will be subsequently invoiced to Customer. Unless otherwise indicated, Customer is obligated to obtain insurance against damage to products being shipped, and all products will be shipped in standard commercial packaging. When special or export packaging is requested or, in the opinion of Company, required under the circumstances, the cost of the same, if not set forth on the invoice, will be separately invoiced. All shipping dates are approximate, and Company may change the delivery date without penalty provided Company provides Customer with reasonable notice of such change.

Company shall not be responsible for any failure to perform or delay in performing under this Agreement which is directly or indirectly due to circumstances beyond its reasonable control, including, without limitation, earthquakes, governmental regulation, fire, flood, labor difficulties, civil disorder, and acts of God.
9 ACCEPTANCE. Customer shall accept or reject products within five (5) business days of receipt of each shipment. Failure to notify QUOTE#: SUS07846.REV1

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_____________________________________________________________________________________________ Safeguard Industries
10500 48th St. SE Suite 200, Calgary AB T2C 2B8 Safeguard Engineering 6335 North Hollywood Boulevard, Suite 140, Las Vegas, Nevada 89115 Toll free (888) 936-0752
[email protected] www.safeguard-industries.com Company in writing of nonconforming products within such period shall be deemed an unqualified acceptance. 10 SECURITY INTEREST. Company hereby reserves for itself a purchase money security interest in all products sold hereunder and the proceeds thereof, in the amount of the purchase price. In the event of default by Customer in any of its obligations to Company, Company will have the right to repossess the products sold hereunder without liability to Customer. Such security interest will be satisfied by payment in full. A copy of the invoice may be filed with appropriate authorities at any time as a financing statement and/or chattel mortgage to perfect Company’s security interest. Upon request, Customer will execute such financing statements and other instruments as Company may request to perfect Company’s security interest herein. 11 LIMITED WARRANTY.
(a) Company warrants for a period of one (1) year from the date of delivery (the “Warranty Period”) the installation of and the products (except any excluded software) purchased and sold hereunder. This limited warranty is non-transferable and shall extend only to Customer, and not to any third parties (including, without limitation, Customer’s suppliers, customers, or any end users).
(b) In the event of a breach of this limited warranty, Customer shall notify Company in writing by describing the nature of the nonconformity. Company shall, at its option, promptly repair or replace non-conforming products, or issue a credit for the purchase price of the nonconforming products, and shall pay the costs of any such repair or replacement, including transportation costs incurred in returning repaired or replaced products to Customer unless (i) the products are not defective, in which case Customer shall pay Company reasonable costs of inspection and all transportation charges, or (ii) the products are defective due to Customer’s or any third party’s improper installation, repair, damage, misuse, abuse, or failure to use replacement parts and materials equivalent to Company’s parts and materials, in which case Customer shall pay all costs of repair or replacement and transportation. The remedy stated in this Section 10 shall be Customer’s sole remedy in case of any breach of limited warranty by Company.
(c) Company warrants that all services provided under this Agreement shall be performed in accordance with industry standards by employees or agents of Company who are experienced and skilled in their profession. (d) Fall protection systems such as the systems quoted herein are designed and engineered to be supplied as a complete, integrated fall protection system(s). The system(s) may include accessory equipment such as harnesses, lanyards and special connectors and should only be used with accessories which are specifically designed for use with the system. Use of other accessory equipment not supplied by Company or not approved by Company in writing for use with the system, and any modifications or alterations of the system void all warranties; in such circumstances the customer assumes full and sole responsibility for the dependability, integrity and performance of the entire system. (e) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, COMPANY MAKES NO WARRANTIES. ALL PRODUCTS

ARE PROVIDED AS IS, AS AVAILABLE AND WITH ALL FAULTS, AND COMPANY EXPRESSLY DISCLAIMS ALL

OTHER WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED

WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING OUT OF A COURSE OF DEALING, TO THE MAXIMUM EXTENT PERMITTED BY LAW. 12 FALL PROTECTION SYSTEM(S) LOADS AND BUILDING STRUCTURE. Unless otherwise stated in the quotation, the quotation is based upon the assumption that the existing structure to which the fall protections system is attached (if applicable) is able to withstand the loads imposed upon it by the fall protection systems. Company will determine the loads generated by the fall arrest systems in the event of a worst-case scenario fall. Company will design the structural connections to resolve those loads into the existing structure.

Company will calculate the percentage of capacity required of the local structural members to which the fall arrest system is attached and make recommendations accordingly. Foundation placements for structural support frames have been located with regards to surface features only. Company will not be responsible for any underground obstacles of any kind. It is the responsibility of Customer to locate and mark any and all underground utilities.
13 FALL PROTECTION SYSTEMS- INSPECTION AND CERTIFICATION. Fall protections systems will be tested and certified at the time of installation. Company recommends that the entire system be inspected in compliance with the manufacturer’s instructions when it has obvious signs of damage, when a fall occurs; or at maximum one-year intervals. Company may upon request, provide this inspection. A price for the inspection service will be provided upon request. 14 Customer shall provide safe access to the work site. In the event that delays are caused by Customer with access to work site or failure to provide equipment as noted in the quotation, Customer shall be required to pay Company’s per diem rate of $650 per technician and pay all costs and fees associated with extra travel costs.

QUOTE#: SUS07846.REV1

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_____________________________________________________________________________________________ Safeguard Industries
10500 48th St. SE Suite 200, Calgary AB T2C 2B8 Safeguard Engineering 6335 North Hollywood Boulevard, Suite 140, Las Vegas, Nevada 89115 Toll free (888) 936-0752
[email protected] www.safeguard-industries.com 15 INDEMNITY.
(a) CUSTOMER INDEMNITY. Customer shall indemnify, defend and hold Company harmless from and against any and all claims brought by any third party against Company arising out of or related to Customer’s use or distribution of any products purchased hereunder, including (i) any claim arising out of or related to any warranty made by or on behalf of Customer to its customers that expands any warranties provided herein or fails to limit any liability as provided herein or (ii) any breach of this Agreement by Customer; provided, Company: (a) gives prompt written notice to Customer of the institution of the suit or proceedings; and (b) permits Customer through its counsel to defend the same and gives Customer all needed information, assistance and authority to enable Customer to do so.
(b) COMPANY INDEMNITY – IP. Subject to the limitations herein, Company shall defend any suit or proceeding brought against Customer if it is based on a claim that any product furnished hereunder constitutes an infringement of any third party copyright, trade secret or United States patent issued as of the date hereof, provided Company is promptly notified in writing by Customer and is given full and complete authority, information and assistance (at Company’s expense) for defense of same. Company shall pay damages and costs therein finally awarded against Customer but shall not be responsible for any compromise or settlement made without its written consent. In providing such defense, or in the event that such product is held to infringe or the use of such product is enjoined, Company shall have the right in its sole discretion to obtain the right to continue using such product, modify such product so that it becomes non-infringing, or require the return of such product and refund to Customer the purchase price paid by Customer to Company for such product. Company’s indemnity does not extend to claims of infringement arising from Company’s compliance with Customer’s design, specifications or instructions or the modification of the product by parties other than Company, or arising from the use of the product in combination with other products or in connection with a manufacturing or other process not supplied by Company. THE FOREGOING REMEDY IS EXCLUSIVE AND CONSTITUTES COMPANY’S SOLE OBLIGATION FOR ANY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT.
(c) COMPANY INDEMNITY- TO THE EXTENT ALLOWED BY LAW, COMPANY SHALL INDEMNIFY AND HOLD

HARMLESS CUSTOMER FROM AND AGAINST ANY CLAIMS, DAMAGES, LOSSES AND EXPENSES INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES, DIRECTLY RESULTING FROM PERFORMANCE OF THE WORK

UNDER THIS AGREEMENT, PROVIDED THAT ANY SUCH CLAIM, DAMAGE, LOSS OR EXPENSE IS

ATTRIBUTABLE TO BODILY INJURY, SICKNESS, DISEASE OR DEATH, OR TO INJURY TO OR DESCTRUCTION

OF TANGIBLE PROPERTY (OTHER THAN THE WORK ITSELF), BUT ONLY TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMMISSIONS OF THE COMPANY.
16 LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER OR ANY THIRD PARTY

FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, OR FOR ANY LOSS OF PROFITS OR LOSS OF USE, INCLUDING

LOSS OR DAMAGE TO ANY NETWORKS, SYSTEMS, DATA OR FILES, COMPUTER FAILURE OR MALFUNCTION, OR FOR

ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR OTHER DAMAGES HOWEVER

CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THIS EXCLUSION ALSO INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST CUSTOMER. EXCEPT AS SET FORTH IN SECTION 12,

COMPANY ASSUMES NO OBLIGATIONS OR LIABILITY OF ANY KIND WITH RESPECT TO INFRINGEMENTS OR ALLEGED

INFRINGEMENTS OF UNITED STATES OR FOREIGN PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER PROPRIETARY RIGHTS ARISING OUT OF CUSTOMER’S PURCHASE, USE, OR POSSESSION OF COMPANY’S PRODUCTS AND CUSTOMER ASSUMES ALL SUCH RISK. IN NO EVENT SHALL COMPANY’S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE PURCHASE PRICE OF THE PRODUCTS PAID BY CUSTOMER TO COMPANY AND SUBJECT TO THIS AGREEMENT.

THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY OF COMPANY ARISING OUT OF

THIS AGREEMENT AND/OR THE SALE OF PRODUCTS TO CUSTOMER, AND THE PARTIES EXPRESSLY AGREE WITH THE RESULTING ALLOCATION OF RISK.
17 SUBSTITUTIONS AND MODIFICATIONS. Company reserves the right to (i) make substitutions and modifications in the specifications of products sold by Company, provided that such substitutions or modifications do not materially affect overall product performance, and (ii) discontinue or otherwise end-of-life any product sold hereunder. 18 PROPRIETARY RIGHTS. Customer acknowledges that the products sold by Company hereunder contain and embody trade secrets belonging to Company and Customer shall not reverse engineer any products purchased hereunder. In addition to the foregoing, Company owns all rights, title and interest in and to all other intellectual property rights, including patent and copyrights, in drawings and embodied by or reflected in the products. Company retains for itself all proprietary rights in and to all designs, engineering details, and other data pertaining to the products.
19 NOTICES. Any notice contemplated by or made pursuant to this Agreement shall be in writing and shall be deemed delivered on the QUOTE#: SUS07846.REV1

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_____________________________________________________________________________________________ Safeguard Industries
10500 48th St. SE Suite 200, Calgary AB T2C 2B8 Safeguard Engineering 6335 North Hollywood Boulevard, Suite 140, Las Vegas, Nevada 89115 Toll free (888) 936-0752
[email protected] www.safeguard-industries.com date of delivery if delivered personally, by fax, with receipt confirmed, or by express delivery service A notice given by any means other than as specified herein will be deemed duly given when actually received by the addressee. 20 IMPORT AND EXPORT REQUIREMENTS. Customer shall, at its own expense, pay all import and export licenses and permits, pay all value-added and other VATs, customs charges and duty fees, and take all other actions required to accomplish the export and import of the products purchased by Customer. Customer understands that Company may be subject to regulation by agencies of the U.S. government, including the U.S. Department of Commerce, which prohibits export or diversion of certain technical products to certain countries. Customer warrants that it will comply in all respects with the export and re-export restrictions set forth in the export license for every product shipped to Customer.
21 APPLICABLE LAW, JURY TRIAL WAIVER, JURISDICTION, AND LIMITATION ON ACTIONS. This Agreement shall be governed by and construed under the laws of the State of Nevada, without regard to choice of law provisions, The parties hereby irrevocably and unconditionally submit to the jurisdiction of the Courts Clark County, State of Nevada. Customer shall not bring any action relating to any dispute Customer may have after one (1) year of the accrual of such dispute. 22 ATTORNEYS FEES. In the event litigation shall be instituted to enforce any provision of this Agreement, the prevailing party in such litigation shall be entitled to recover reasonable attorneys’ fees and expenses incurred in such litigation, including on appeal, in addition to any other recovery to which such party may be legally entitled. 23 ASSIGNMENT. This Agreement shall bind and inure to the benefit of Company’s successors and assigns, including, without limitation, any entity into which Company shall merge or consolidate. Customer may not assign, directly or indirectly, by operation of law or otherwise, any of Customer’s rights or obligations under this Agreement without Company’s prior written consent. Any attempted assignment, delegation, or transfer by Customer without such consent of Company shall be void. 24 CONFIDENTIALITY. Customer acknowledges that all technical or business and other documentation, information and materials delivered to or learned by Customer hereunder shall be considered Company’s confidential information (the “Confidential Information”).

Customer hereby agrees: (i) to hold and maintain in strict confidence all Confidential Information of Company; and (ii) not to use any Confidential Information of Company except as permitted hereunder. Customer will use at least the same degree of care to protect the Company’s Confidential Information as it uses to protect its own confidential information of like importance, and in no event shall such degree of care be less than reasonable care. Customer agrees that it will only provide Confidential Information to those employees who have a need to know for the purposes hereunder. Customer agrees that it shall not disclose the Company Confidential Information to any third party, including third party contractors, without written authorization from Company. 25 ERRORS AND VALIDITY OF AGREEMENT. Stenographic and clerical errors in sales made under this Agreement are subject to correction. In the event any provision of this Agreement is held to be invalid or unenforceable, then such provision shall be deemed automatically adjusted to the minimum extent necessary to conform to the requirements for validity as declared at such time and, as so adjusted, shall be deemed a provision of this Agreement as though originally included herein. In the event that the provision invalidated is of such a nature that it cannot be so adjusted, the provision shall be deemed deleted from this Agreement as though such provision had never been included herein. In either case, the remaining provisions of this Agreement will remain in full force and effect. 26 ENTIRE AGREEMENT. The terms and conditions set forth herein constitute the entire Agreement between Customer and Company and supersede any other agreements or offers, including any purchase order of Customer, prior or contemporaneous oral or written understandings, or communications relating to the subject matter hereof.

Santa Monica City CouncilJuly 18, 2023

Santa Monica City Council
July 18, 2023