City of Visalia
Water Conservation Plant Fire Alarm
PREPARED FOR:
559-713-4531
Eric Oates
7600 N. Palm Ave. | Fresno, CA 93711 | sebastiancorp.com Wastewater Maintenance Supervisor
[email protected]
PREPARED BY:
Mike Valadez
Sr. Account Manager
559-290-0623
[email protected]
FRESNO | KERMAN | SACRAMENTO | FOREST HILL
Eric Oates
[email protected]
7118 Avenue 288
Visalia, CA 93277
Visalia Water Conservation Plant
Visalia Water Conservation Plant
Equipment List
Quantity Product Description
Quantity Product Description Part Number Item $ Line $
POTTER FIRE ALARM SYSTEM
1 Fire Alarm Control Panel
1 Digital Alarm Communicator
1 Multi-Carrier Universal Dual Path
1 160-Character LCD Remote Annunciator
2 10A Intelligent Notification Power Extender
22 Single Action Addressable Pull Station
3 Single Input Module
3 Addressable Relay Module
2 Analog Addressable Duct Detector, One form Relay,
2 Supervised Duct Detector Remote Test Switch
71 Analog Photoelectric Smoke Detector
2 Analog Heat Detector
73 6" Detector Base, Low profile
16 L-Series 2-Wire Ceiling Mount Horn Strobe with LED
12 L-Series Indoor 2-Wire LED Horn Strobe, Wall-Mount
19 L-Series Outdoor Compact Wall-Mounted Horn Strobe,
2 L-Series Wall-Mount Strobe with LED
2 12V 18AH Sealed Lead Acid Battery
1 18/4 Riser Fire Alarm Cable
1 16/2 Riser Fire Alarm Cable,
1 1
Testing / programing / final test & misc Material
FIRE PERMIT / PLAN CHECK / FINAL INSPECTION
P & P Bonds
Attention:
Email:
Site Address:
City, State, Zip:
Site Name:
Building Name:
2 1
Email: [email protected]
Site Name:
City, State, Zip:
Site Address:
Provide and install equipment listed on page 2 in addition to the following services:
1. Sebastian will source and install ALL items listed on PG2 during normal business hours, M-F 8am to 5pm.
2. Any changes to the scope of work will be supported by an authorized signed Job Change Order.
3. Sebastian will honor these prices for thirty (30) days from date of proposal.
4. Location of any electronic equipment provided must be environmentally sound, free of dust and excessive heat, and requires a dedicated 110volt power outlet.
5. If applicable, Sebastian cannot take responsibility for faulty cable installed or damaged by others.
6. Sebastian is not responsible for the expressed claims of the manufactures and their intent of use of product and services provided by others.
Sebastian will make every reasonable effort to satisfy the intended use of equipment and services provided by Sebastian, but shall be held harmless in the event that additional hardware is required to make the claims that equipment will work in certain environments.
7. This proposal and its pricing assume clean & usable pathways for running cable. If usable pathways are not found, Sebastian can provide a separate quote to create pathways.
8. Inclusions:
- Sebastian will source and install ALL items listed on PG2 - Sebastian will complete ALL items listed on PG2
- ALL Labor will be paid at Prevailing wage.
9. Exclusions:
- Sebastian is not responsible for providing any equipment not specifically listed above. - Sebastian is not responsible for any structural or cosmetic repairs for walls, ceilings or floors as a result of replacing or removing existing equipment. - Sebastian excludes the connection or integration of any equipment that is not included in this quote. Should any additional equipment be needed, Sebastian can provide a separate quote to the customer for installation and connection of the proposed systems.
Scope of Work
Visalia, CA 93277
7118 Avenue 288
Building Name: Visalia Water Conservation Plant
Visalia Water Conservation Plant
Attention: Eric Oates
3 Sebastian is not responsible for the expressed claims of manufacturers and their intended use of product and services provided by others.
Sebastian will make every reasonable effort to satisfy the inteded use of equipment and services provided by Sebastian, but shall be held harmless in the even that additional hardware is required to make the claims that equipment will work in certain environments.
Standard Warranty Information
Sebastian provides a 1 year parts and labor warranty. Manufacturer's warranty may be different. 4 Customer PO:
Billing Address:
Billing Email:
Billing Contact:
Customer: Date:
Name:
Title:
Sebastian Rep: Date:
Wastewater Maintenance Supervisor
Mike Valadez | Sr Account Manager
City of Visalia
Water Conservation Plant Fire Alarm
Billing Information
7118 Avenue 288, Visalia, CA 93277
Eric Oates
Grand Total: (Sales Tax Included) $67,408.91
Pricing Quote
Eric Oates
By signing below I hereby agree to all the terms of the attached contract.
Payment Terms
A 100% payment of $67,408.91 will be due at the projects conclusion.
[email protected]
5 10. Modification - This Agreement may be terminated, supplemented, amended, waived, or modified only by a writing signed by the party against which the enforcement of the termination, supplement, amendment, waiver or modification shall be sought. Any written amendment duly executed by the parties to this Agreement shall be binding notwithstanding the absence of any consideration therefore.
Contract Terms
1. Acceptance - Seller hereby accepts Buyer's order for the equipment described on the face hereof (the “Equipment”), but such acceptance is expressly conditional upon acceptance by Buyer of the terms set forth herein. Buyer expressly agrees to the following terms as a condition to acceptance of the Equipment.
2. Rejected Equipment - If the Equipment is not in accordance with the specifications and terms set forth in this sales Agreement, such Equipment may be rejected by Buyer, in Buyer's sole discretion, by written notice to Seller.
3. Right to Cancel - Buyer shall have the right to cancel all or part of the order set forth in this Agreement by written notice to Seller if the Equipment specified in this Agreement is not delivered and installed within the time specified.
4. Time of Essence - Seller and Buyer acknowledge that time is of the essence of this Agreement.
5. Identification of Equipment - Identification of the Equipment to this Agreement shall not occur under the provisions of California Uniform Commercial Code section 2501, [where the Buyer obtains an interest in the Equipment upon identification] but rather Buyer shall obtain an interest in the Equipment only upon completion of Installation and acceptance by Buyer.
6. Title - The parties explicitly agree that title to the Equipment pertaining to this Agreement shall pass on completion of Installation of the Equipment by Seller and acceptance thereof by Buyer.
7. Risk of Loss - Unless otherwise agreed by Seller in writing, risk of loss in any Equipment, regardless of the cause, shall belong to Seller up until Installation by Seller and acceptance by Buyer. Thereafter, the risk shall pass to Buyer.
8. Disclaimer of Warranties - OTHER THAN THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO
OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NO WARRANTY OF MERCHANTABILITY OR WITNESS FOR ANY PURPOSE.
No agent, employee, or other representative of Seller shall have authority to bind Seller to any representation, promise, affirmation, or warranty regarding the goods purchased under this Agreement. There are no representations between the parties to this Agreement other than those expressly set forth in this Agreement.
11. Waiver - Except as may be expressly provided in a writing signed by the parties to this Agreement, the failure or delay of either party to this Agreement to insist in any instance on strict performance of any provision of this Agreement shall not be construed as a waiver of that provision or the relinquishment of any rights under that provision in the future, but the provision shall continue and remain in full force and effect.
9. Compliance - Seller shall put forth reasonable professional efforts to comply with applicable laws, codes, regulations, standards, ordinances, and rulings (collectively the “Laws”) in effect as of the date of this Agreement. Seller warrants that the Equipment complies with all such Laws at the time of Installation. Furthermore, all permits, licenses, approvals, inspection fees, and sales or use taxes necessary for sale and Installation of the Equipment specified in this Agreement shall be secured by Seller and paid for by Seller. In any event, Buyer waives any claim against Seller and agrees to defend, indemnify and hold Seller harmless from any claim or liability for injury or loss allegedly arising from Seller's failure to abide by Laws that were not in effect or publicly announced at the time when Seller otherwise would have incorporated their intent into the services. Buyer further agrees to compensate Seller for any time spent or expenses incurred by Seller in defense of any such claim. 6 19. Limitation on Actions - Any action brought under this Agreement shall be brought within one (1) year from the completion of the Installation of the Equipment, or the cessation of the work of Installation of the Equipment by Seller.
18. Governing Law - This Agreement, the rights of the parties hereunder to and concerning the Equipment, and any documents, instruments or agreements mentioned or referred to herein shall be governed by and construed according to the laws of the State of California, specifically including the provisions of the California Uniform Commercial Code.
14. Events of Default by Buyer - The following will be an event of default ("Event of Default") under this Agreement: “Buyer defaults in any payment due to Seller or Seller determines that Buyer is likely to default in any payment, including, without limitation: (i) where Buyer is unable, or states that it is unable, to pay its debts as and when they fall due; (ii) where a liquidator, receiver, manager, controller, trustee, or other insolvency administrator is appointed in respect of Buyer or any (or all) of its assets, or a scheme of arrangement is proposed or approved in respect of Buyer; (iii) where a mortgagee enters into possession of any of Buyer’s assets; (iv) Buyer makes an assignment for the benefit of creditors; (v) Buyer files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent; (vi) an involuntary case is commenced seeking the liquidation or reorganization of Buyer under the United States Bankruptcy Code or any similar proceeding shall be commenced against Buyer under any other applicable federal, state, or foreign law and the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing; or (vii) any similar situation occurs.”
15.1 - Terminate this Agreement;
15.2 - Defer or decline to make any or all deliveries or Installation of the Equipment, or any portion thereof, under this Agreement, until Seller receives security satisfactory to Seller, or cash payment in advance of delivery or Installation, or both;
17. Choice of Forum - Any dispute arising from this Agreement, not resolved by arbitration, shall be adjudicated in the courts of Fresno County, California, if instituted in State Court, or the Eastern District of California, if instituted in Federal Court of the United States.
16. Arbitration - Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by neutral, binding arbitration. The number of arbitrators shall be three. The place of arbitration shall be Fresno, California. The parties shall have the right to discovery in accordance with Code of Civil Procedure section 1283.05. In all other respects, the arbitration shall be conducted in accordance with Title 9 of Part 3 of the Code of Civil Procedure. Judgment upon the award of the arbitrator may be entered by any court having jurisdiction. Enforcement of this agreement to arbitrate shall be governed by California Law.
15.4 - Reclaim and resell the Equipment in Buyer’s possession or under Buyer’s control, and enter any premises where Seller believes that Equipment is held, and recover from Buyer all costs associated with such activities.
15.3 - Cancel the relevant Equipment order and/or Installation and any subsequent Equipment order or installation with notice to Buyer but without prejudice to any other action or remedy which Seller has or might otherwise have had; and
15. Seller's Remedies - Upon the occurrence of an Event of Default, all monies owing and outstanding by Buyer to Seller on any account whatsoever will become immediately due and payable (without any requirement for notice from Seller to Buyer).
Furthermore, without limiting the terms of this Agreement, or Seller's other rights, Seller may, at its sole option and in its sole discretion:
12. Assignment or Delegation - Neither party to this Agreement may assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other party to this Agreement, which consent may be withheld in that party’s sole and absolute discretion. Despite such consent, no assignment will release the assignor from any of its obligations or alter any of its primary obligations to be performed under this Agreement.
13. Competency - Buyer represents and warrants that Buyer is financially solvent, able to pay its debts as they become due and possesses sufficient working capital to comply with all requirements of this sales Agreement, that it is sufficiently experienced and competent to perform this Agreement in accordance with its terms and is, if required by applicable Law, authorized to do business in the State of California.
7 20. Limitation of Liability
Buyer has thoroughly examined and become familiar with the terms of this Agreement. Buyer's acceptance of this Agreement or Buyer's acceptance of all or any part of the Equipment, and the Installation thereof, specified in this Agreement shall constitute agreement by Buyer to all of this Agreement's specifications, terms and conditions.
26. Substantial Completion - The project is fit for its intended use minus any programming, training, and punch list items.
25. Ownership - All equipment installed by Sebastian shall be owned by Sebastian till complete payment for services is rendered. In the event of payment default or contract honor, Sebastian will be granted access to repossess or disable equipment.
24. Entire Agreement - This Agreement constitutes the entire agreement between the parties. Any order submitted on Buyer's own form containing statements, clauses, or conditions modifying, adding to, repugnant to, or inconsistent with the terms in this Agreement will be accepted by Seller only on the condition and with the express understanding that the obligations of Seller shall be determined solely by the terms and conditions of sale and Installation contained in this Agreement. Seller's failure to object to provisions contained in any communication from Buyer shall not be deemed an acceptance of those provisions or as a waiver of the provisions of this Agreement. None of Buyer's or Seller's representatives have authority to orally modify, rescind, or revise any of the terms of this Agreement, and the terms of this Agreement constitute the entire agreement of the parties with respect to the subject matter of this Agreement. Any waiver of the terms of this Agreement to be effective must be in writing and signed by a principle of the corporation on behalf of Buyer and authorized personnel on behalf of Seller.
23. Severability - If a court or an arbitrator or competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid for any reason, the validity and enforceability of the remaining provisions of this Agreement shall not be affected.
21. Attorney Fees - If any action at law or in equity is commenced by either party to enforce or interpret the terms of this Agreement, the party finally prevailing in such proceeding or action (after appeal, if any) shall be entitled to recover from the unsuccessful party reasonable attorney’s and other professional’s fees, costs, and necessary disbursements in addition to any other relief to which the prevailing party may be entitled.
22. Force Majeure - Seller shall not be liable to Buyer or any other person for any failure or delay in the performance of any obligation under this Agreement due to events beyond its reasonable control, including, but not limited to, fire, storm, flood, drought, earthquake, explosion, accident, acts of the public enemy, war, terrorism, sabotage, strikes, lockouts, labor disputes, labor shortage, work stoppages, transportation embargoes or delays, failure or shortage of materials, supplies or machinery, acts of God, or acts, resolutions or priorities of the federal, state or local governments or branches or agencies thereof. In the event of interruption of Seller's business due to events beyond Seller's control, Seller shall have the option of canceling or deferring undelivered or uninstalled orders of Equipment in whole or in part by verbal or written notification to Buyer.
20.3 - The limitations of liability set forth is in this Section are of the essence of this Agreement and are the basis on which consideration for the Equipment was determined.
20.2 - In no event will Seller be liable to Buyer (or any third party claiming through Buyer via indemnity or otherwise) for any indirect, incidental, special or consequential damages, even if Seller is or was advised of the possibility of such damages. The term “consequential damages” shall include, but not be limited to, loss of anticipated profits, business interruption, loss of use, revenue, reputation and data, costs incurred, including without limitation, for capital, power and loss or damage to property or Equipment.
20.1 - The liability of Seller to Buyer (or to any other third party claiming through Buyer via indemnity or otherwise) arising from the Equipment or Seller’s breach of this Agreement, however caused and whether the claim arises in contract, tort, breach of warranty, strict liability or other theory of liability, will, to the maximum extent permitted by law, be limited to direct damages actually incurred and will not exceed the consideration paid by Buyer to Seller for the Equipment giving rise to the liability. In no event will Seller have any liability for claims to the extent attributable to the acts or omissions of Buyer or any third party claiming through Buyer via indemnity or otherwise.
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