Agenda - Council - 02/22/2022 - Laserfiche WebLink

Home

PROPOSED BY EPS By Title Low Voltage Division Manager Date February 15,2022 TERMS AND CONDITIONS 1.Payment.The making of final payment shall constitute a waiver of all claims by Customer known as of the date such payment is made,except for those claims specifically preserved in writing as surviving the final payment.CUSTOMER'S DAMAGES IN ANY CLAIM,ACTION OR SUIT AGAINST EPS SHALL NOT EXCEED THE CONTRACT SUM,AND IN NO EVENT SHALL EPS BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR THE PERFORMANCE OF THE WORK. 2.Changes in the Work.Customer may,without invalidating this Agreement,request changes in the Work within the general scope of the contemplated project consisting of additions,deletions,or other revisions to the Work.Such changes in the Work shall be accomplished by a written Change Order.The Contract Sum and the Plans and Specifications may be adjusted only by a written Change Order,and once signed by EPS and Customer constitutes a binding modification to this Agreement.Unless otherwise agreed by the parties,any increase in the Contract Sum associated with a Change Order shall be payable upon execution of the Change Order.Each change to the Plans and Specifications,or Contract Sum shall be deemed a separate Change Order. 3.Concealed Conditions.Should unknown or concealed conditions differ materially from those understood to exist,ordinarily encountered,or generally recognized as inherent in the Work contemplated by EPS,then the Contract Sum shall be equitably adjusted by Change Order upon request by either party made in writing within thirty days after the first observance of the condition.If additional work is required to correct the concealed condition,Customer shall pay the additional costs involved. 4.Indemnification.Customer shall indemnify and hold EPS harmless from and against claims,damages,losses and expenses arising out of or resulting from performance of the Work to the extent that such claims,damage,loss,or expenses are caused by the negligence or willful misconduct of Customer,or anyone directly or indirectly employed by Customer or anyone for whose acts Customer may be liable. S.Miscellaneous Terms.Neither party shall assign its rights and obligations hereunder without the other's prior written consent,except that EPS may subcontract all or a portion of the Work without Customer's consent.The Agreement between the parties is intended to be interpreted and construed under and in accordance with the laws of the State of Minnesota.The bid and these Terms and Conditions express all agreements between the parties concerning the subject matter hereof and supersede all previous understandings relating hereto whether oral or written.EPS does not agree to any modification of these terms unless such modification is agreed to,in writing,by EPS's President or CEO.Whenever possible, each provision of these Terms and Conditions shall be interpreted to be effective and valid under applicable law,but,if any provision of these Terms and Conditions shall be held to be prohibited or invalid under such applicable law,such provision shall be ineffective only to the extent of such prohibition or invalidity,without invalidating the remainder of such provision or the remaining provisions of these Terms and Conditions.The parties hereto consent to the exclusive jurisdiction and venue of any such court and waive any argument that venue in such forums is not convenient.EPS shall be entitled to its attorneys'fees in any action required to enforce or interpret these Terms and Conditions including but not limited to actions resulting from the Customer's nonpayment.Customer hereby acknowledges receipt of all written notices required under Minn. Stat.514.011,including the following notice: (a)Any person or company supplying labor or materials for this improvement to your property may file a lien against your property if that person or company is not paid for the contributions. (b)Under Minnesota law,you have the right to pay persons who supplied labor or materials for this improvement directly and deduct this amount from our contract price or withhold the amounts due them from us until 120 days after completion of the improvement unless we give you a lien waiver signed by persons who supplied any labor or material for the improvement and who gave you timely notice. Bid Acceptance:The information contained in this bid and the attached documentation is binding upon acceptance of the bid. Acceptance of the bid may occur through signing below and returning this page to EPS,Inc.,or emailing EPS,Inc.that you accept the bid. When accepting a bid,you agree to be bound by EPS,Inc.'s Terms and Conditions. If you accept the bid on behalf of a third-party/company you work for,you also represent and warrant you have authority to contractually bind the third-party/company. Any changes to an accepted bid will be charged as an extra. Bid and performance bonds are not included in this proposal unless explicitly noted. Proposal pricing is valid for 45 days from date on proposal. Material pricing increases and delays on shipping are subject to occur after 45 days.