HomeMy WebLinkAboutCRA-R-16-0044 Backup925 NW 2nd AVENUE
1021 NW 2nd Avenue
The Vacant
Property Spxxciaiists
Correspondence Mailing Address:
Vacant Property Security LLC
Credit Department
1230 Veterans Highway
Suite F3 Box 832
Bristol, PA 19007
Phone : (404)-908-7916
Fax: (404)-492-7072
Email : Edward.Ford@vpspecialists.com
ForOf ice Use Only
Prepared By:
Edward Ford
Email:
Edward.Ford@vpspeciallsts.com
Cell Number:
(404)-90B-7916
Existing Customer #:
Date Of Order
8f2512016
Site Number (If Applicable):
Customer Type
Non -Commercial
Segment
Government
Depot
Miami
Remit To Address:
Vacant Property Security LLC
Susquehanna Bank
PO Box 788
Hatboro, PA 19040
VPS Agreement
Site Address : 925 NW 2nd Court Site Contact: Brian Zeitsman
Unit No: Contact Position : Director of Architecture and Development
City, State, Zip: Miami, Florida, 33136 Contact Phone No: 305-679-6827
County: Dade Contact Email: bzeltsman@miamigov.com
Billing
New Customer: I No I Dun and Bradstreet # I 078733068 I FEIN :_,_I 65-0945495
Owner andlcr Corporate Officer Name: 1) 2)
Sates Tax
The erm000t of the Sales Too may vary during the IHo of the contract, in accordance with legislation. Lessee shall pay any soles, use or other transfer taxes that may be applicable to the services provided
including any tax assessed on subsequent audit of the books of accounts and shall fully indemnify and hold the Company harmless for any and all claims, obligations and liabilities relating to such taxes, and for
any fees, penalties and interest that become doe as a result of Lessee's failure to comply wIth these temts.
1s ttw nrganbatine exemptfrotn Satas Tax: 1 Yes I,
19 claiming exemption Meese provide the tax exemption cartihcation to VPS ino_ S Customer Services
department within 7 days • see above for contact details. Orders will not be accepted unfit prod of
codification is roceived.
Method of Payment for Initial Install
Business Information
Invoice Distribution
Customer : South East OvertownlPark West Community Reth
Contact Name : Brian Zeltsman
Position of Contact : Director of Architechture and Development
Customer Address : 819 NW 2nd Ave.
Customer Address 2 : 3rd. Floor
City: Miami
State: Florida
Zip Code : 33136
Phone No : 305-679-6827
Email : bzeltsman@miamigov.com
Invoice Distribution Email : bzeltsman@miamigov.com
invoicing Contact: Brain Zeltzman
Position of Contact: Director of Architechture and Development
Contact Email: bzeltsman@miamigov.com
Invoicing Address :
Address 1: 819 NW 2nd Ave.
Address 2: 3rd Floor
City 8 state: Miami, Florida
Zip Code : 33136
Phone No : 305-679-6827
FEIN :
65-0945495
Initial Term Of Rental :
6 Months
Is a Purchase Order ragairod for all Invoices to be paid?
(Yea or No) I No I pea I
The first invoice will cover the minimum erm and includes installation and removal fees as
detailed overleaf and relevant service charges.
Our payment terms are outlined In clause 4 in the Terms and Conditions.
Signed :
Print Name :
I accept this Agreement. I read & understand the associated Terms & Conditions and confirm that I have the authority to commit on behalf of
South East Overtown/Park West Community Redevelopment Agency.
Date :
Position :
Pagel NemcemmremlAaraemenrs 10.11 0e
4)4}VpS
ihd Vatant
0rbpotry SpotiatOgA
VPS Agreement
Schedule
Please note if the Authorized Agent is not on site at the time of the installation, this signed document will serve as authorization for Vacant Property Security LLC to carry out any
changes to equipment as documented on the VPS work order.
ServicesPlease
note the fallowing charges wilt apply if any of the services listod below are carried out :
Overtime $125.00 per hour
Same Day Service Fee $250.00 per visit
Transfer Fee $150,00 one time fee
Service Fee 580.00 one time fee
Travel $200.00 one time fee
Removal! Reinstall of Equipment $90.00 per hour
Door and Alarm Code Changes $90.00 per site request
Description of Recurring Services
Unit of Measure
FLAT/ QTY.
Price for Rental
Term
Rental Term
Location of Product
Total
Security Screen
23
18.00
6 Months
925 NW 2nd Court
$2,484.00
Door- Coded
3
47.00
6 Months
925 NW 2nd Court
$846.00
xot...- .
Sub Total of services
$3,330.00
TAX I 0.00000
$0.00
Total Initial Invoice including
Sataaftaa
$3,330.00
1 I I 1 I
Comments :
Services to be added to final invoice :
Price
Service :
Moo
Service :
$0 00
Service :
$0A0
Subtotal
$0.00
Site Address - 925 NW 2nd Court - Miami. Florida, 33136, Dade
INnALS
unfirm that this is the agr.eo
u, n term and prices
Pege R NewcennwcalAgieemenls 10.11 v6
VACANT PROPERTY SECURITY LLC - EQUIPMENT & SERVICES TERMS & CONDITIONS
1. DEFINITIONS & INTERPRETATION
it Definhionst
Affiliates: a person's employees, agents,nominees, subcontractors and anyone acting at theirinstrualan, Including any
director, manager, member, managing member, general partner or officer, exduding in each case soother Parry.
Alarm System: I he wirelessalarm system VPS agrees to provide which may indude one or more of the following; alarm
Latin, passive infra -red seniors or similar devices, PIO Kays; and/or other devices designed to operate In eenicnction with any
of them.
Business Bay: any day except Saturday, Sunday and public holidays.
Business Hours: 9 am to 5 pm Central Stands rd Time on a Business Day.
Charges: the amounts payable by the Customer In respell of or in connection with the proelsian of Equipment/Semite
under a Contract.
Claims: means all claims, losses, IiabiPlieS. damages, costs. expenses (Including attorney, fees) and Interest whether arising
In/under contract. tort (including negligence), statute or otherwise.
Confidential inforreadon: information (whether written, oral or(nen electronic format) euppl led by a Party or hs Affiliates
which relates to that Parry or its Affiliates and is mmmerdally sensitive and expressed re be co Mineola/; by Its nature
should be considered to be confidential; is a trade secret; or relates to Imo Ilona l property rights,
Contract: an agreement, inducting these Terms and any applicable Order Form)s), between the Customer and VPS In respect
of the provision of Equipment and/or Services by VPS at a MO).
Controlled Premises: any land, buildings and/or premises which ere under the Customer's mrat and arc adjacent 're or
mndgmus with a She.
Customer. the eustemer identified in the order Form.
Equipment: the alarm syStent, temporary Security doers, window screens and/or any other equipmeni/pecducts or services
which VPS agrees to proVido,
Initial Fee: A NON.RFFUNOABIE AMOUNT SPECIFIED INAN ORDER FORM, or otherwise cemmunkcaled by VP5, which may
he all or only pan of the Charges In respect of the provision of the Equipment/Services.
Initial Rental: A NON-REFUNDABLE AMOUNTSPEClF5EO WAN OROER FDAM,erotherwlse communicated by VPS, which
may be alter only part of the Charges In respect of she prevision of the Equipment/Servkes. The initial rental is part of the
Initial ke_
Mon Raring 6amlce: the monitoring of the glen status of an Alarm System by VPS on a 24 hour hash and the provision of
notifications to the Customer in the event of unauthorized acoess to a flood at a Site.
Order Farm: an order form issued by VPS In respect of the proposed proyblonol EgUipment/Serviccs.
Parties: VPS and the Customer together. Any reference to a Party is tonne of them.
Personal Property: any personal property (including the fixtures and fittingsof any bonding) which is located at a Site or
Controlled Premises.
PIO Key: a handheld der icedesigned to- a etivate/deactivate an Alarm System.
Recurring Rental: A NON-REFDNOABIE AMOPANTSPEOFIED IN AN ORDER FOAM, or otherwbe mmmunIoted by VPS,
which may be ail or prey part of the Charges in respect of the provision of the Equipment/Services_ The Initial rental is part of
the initial lee.
sewise bate: the date, as comer en iceted by VPS to the Customer, on which the supply of Equipment/Services under
Servces: any services, which VP5 agrees to provide. which relate to and/or are supplied in connection with any Equipment
or cant properly.
Service Period: the period under a Contract (ending no later than expiry/termination of that Contract) during whidd VPS
agreesto provide Equlpmers/Sarvfcus.
Site: the properly or properties to be secured specified in an order Form.
Terms: he provisions selaul in this document,
VPS: Yacenl Property Security LLC. a Detinvore limited Viability company (d/b/a VPS).
2. PURPOSE AND UNDERSTANDING
2,1 The Terms and Conditions as set forth below aro exclusive and in lieu of all other terms and conditions
appearing on Customers application to rent or elsewhere, and apply to all quotations made and orders accepted by
VPS. unless specifically slated to the contrary on the face of this or the rental order or quotation.
IPS Id trot responsible far oovrraeltirel or Chef( el uteri Mddr in flirt ermmrinn. nrdervor,mrhfr'rarrans
Afl sash errors are snidest to mrreeflan.
3. ORDERS & INSTALLATION
3.1 VP5 shall only he -bond by a Order Ferns which has been accepted and signed by the Customer without amendment
and then confirmed by VPS either loathing or by commencing supply et the relevant Equipment and/ornerelces. SIPS
accepts no respmrsitrrlity for the aceerecy of orders. instructions or inlarmatlan gNen by the Customer ar the Customer's
Affiliates.
3.2 The Customer, after carefully inspecting the equipment acknowledges receipt thereof In good condition and agrees to
return it in the same condition es FereNed, ordinary wear and Mar excepted.
3.3 VPS shall specify a Send.Date, notify the Customer accordingly and take reasonable steps to supply the
€quipment/Servlces from, before or within a reasonable period after the Service Date_ Time for the provision of Equipment
and Services Is not en essential term. Once an Alarm System has bon Installed pursuant to the terms of an Order Form the
Customer Is responsible for setting, de -activating and re -activating the Alarm System. Operating instrvetiom supplied by VPS
shall be followed by the Customer. The Customer shall Immediately report any Equipment failure to VPS. VPS shall not he
liable for any Claims to the accent that they arise as .a result afar In connection with customer's failure to follow any such
operating Instructions.
3.4 The Customer hereby grants VPS a license to enter the Site and any Controlled Premises without notice at anytime
Irons and Including the Service Date for all reasonable and proper purposes In connection with a Contend Meted ing (but not
limited to) installation, inspection, Mai Men •nce, repair, replacement and/or removal of Equipment, the provision of Service.
and the exercie of netts under these Terms.
3.5 VPS shah he entitled to use reasonable tome to gain ae,eos to a She or Controlled Premises. VPS may attach warning
signs/notices wilbir ran and/dr at the boundary points of the Site to direct attention to the preseno of its Equipment and/or
the supply of Services. Access/tarred entry under these Terms. attaching signs/notices and/or the provision of
Equipment/Services et a Site may result in loss/damage to Personal Property. Subject to the upress provisions of these
Terms, VPS will not he liable fur damage to Personal Properly, person. injury. Illness or ether loss, including, but not limited
to. aS related to water inn-Velem mold, fungi. wet or dry rot or bacteria that may ruult from Installation of Equipment and
Services provided. The Customer egrets that tub is fair and reasonable In the circumstances and VPS shall not be liable for
any Claims to the extentthatthey arise as a result.
3.6 If an Order Form spedhes, VPS will issue the Customer and/or its afflliare5 with an agreed number of ND Keys, keys or
entry codes. Additions/replacements will be supplied at an extra charge. The[usamer shall take all reasonable steps to ensure
that the PID Keys, keys and entry codes issued under this sedlon are not last. stolen or used by an unauthorised person and must
immediately notify VPS if any of these occur VPS Is not liable for any Claims to the extent that they arise from er are connected
whh any PIO Key, key or entry code Issued to the -Customer or Its Affiliates.
3.7 VPS shall provide the Monitoring Service during the Semite Period as set Forth Man Order Form. The cost involved is
included in the Cha ryes for the Alarm System. UPS shall use the Customer's contact details in the order Fenn for the purposes of
Alarm System notlHatkns in respect of a Site and will take reasonable steps, aS determined in VPS's sole discretion, to notify the
Customer and relevant Persons of ell relevant Afar, System activations at such Site. The Customers contact information may he
changed by prior written notice to VPS. VPS Is ...bilged Po contort emergency services end shall nor be Ipbllon any Claims
kie
taleaten that they arise freer contactor non -contact with am eroency services. If agreed with the Customer in an order
Fern, VPS will take reasonable step, as determined In VPS's sole discretion, to arrange far She response to any relevant Alarm
System activation as Sep n as reasonably possible, as determined In VPS's sole discretion. All such responses will consth ate an
additional Service and shall Incur an additional Charge to the Customer, such Charge to be detailed In the applicable Order Form.
Fake activations caused by the Customer or the Customer's Affiliates and where VPS has arranged for SIm response 5erv;re will
Moe an additional Charge for the service as set forth in the Order Form.
3,6 The proper workingofeash A lam,. System ys subfectmauniloblllty of en odegvnte cellular network at the She. Alarm
Systems may generate sound In excess et 120decibels and the Customer is responsible -For all noise generated at the Site. 1/15
shall oat be noble far any Claims la she eateat Mor thee arise (ram et In connection with Me adepvacy. absence or tonrinufry
of cellular network signal or nurse. nenerared at the roe.
9.9 Neither the Customer norlit Affiliates shall or Owl attempt to temper with, move, relocate, refit, disassemble, repair,
semi.,engineer or damage any Equ ipment Any breach of this provision shall release VPS from ell obligations and
warranties In respect efthe relevant Equipment and Services.
3.10 WhereWS believer that aShe or any Personal Property b dangerous or presents an unreasonable health and safety risk,
VPS may suspend performance of any or ell of its obligations under the relevant Contrail erg such time es the She and Personal
Property have been made reasonably sale by the Customer. Claims incurred by the Customer in co nnactfo5 with the fa regoing
shall be al the Customer's expense.
4. PRICF$1 PAYMENT
4.1 Tires for payment of arty Charges shall be the osence of this agreement.
4.2 The Charges are referred to in Yin's price list as of the date of the relevant. Order Form, but where; speeific
quutatien/price list is sent by VPS to the Customer and such list has been accepted and signed by the Costumer without
amendment and then confirmed by VPS .either in writing or by mmmendng supply of the relevant Equipment and/or Services,
then that specific quotatfon/prke Ibt shall apply to the relevant Order Form and become a part of such Order Form. All Charges
stated exclude sales or similar taxes eli of which the Customer shall pay as shall be Indicatednn the final Order Form. Where the
Customer requires a same day into Ilatian or where work !sraqulred outside Business Hours an additional Charge will be made.
4.3 All Equipment is supplied fora minimum period equal to the rental period stated In the Order Form at the start of the
Contract. On or before seven (7)days prior to the expliotian of the initial tern of the rentof aareelnent the customer
Mall pro Ode written notice to LPS as. their Intention to cancel Me rental.agreemeneat the end of Me stated term.
4, VPS may vary Its Charges at any D me by notice from. VPS and such newCharges shell apply with effect Stoning 30 days
after UPS's delivery of such notice to the Customer. Alter delivery of such a notice, the Customer may terminate a Cetera et to
which it applies at any time before the new Charges takes effect and in such dreum.ances section 4.3 shall nut apply, but
erminatlen of any Contract as permitted under this Section 4.4 shall not effect env other rights/remedies whisk shall have
acnved prior to such termination.
4.5 The Custa nor shall pay the Initial Fee prior to the Service Date. Remaining and perledlc Charges shall be gold weekly or
enthly in advance as agreed by VPS. Any additional Servicesprovided from time to time *hid are not covered in a perledlc
invoice may be Invoiced at any time and shall be due end payable to VPS within 30 days of VPS rendering such Services. All sums
g0 obfe under these Terms shall be pofd by the Custamerwlthout setoff, retention, deduction, wlthheldlna. lien.
counterdalm other slmliar right*/entitlements. Upon the Customer's earfler termmodion of a Contract pursuantra
section 7.1. Chorales far the remainder of the minimum ported shall became immedlnrely due andaavabie. are non.
refundable and writ net be ervmted.
4.6 Each Invoke (rem VPS Fhdfi be acrid by the Customer an or before Hs due dare. Charges for the rental period win
not be pmneted. Where VPS has the right to terminate a Contract with muse as set forth in section].2, then all sums Invoiced
or payable to VPS under that and/or any other Contract (including any Charges for the remainder of the minimum period) shall
become immediately doe and payable. Poymenrafchprges when due Is an essential term.
4.7 The Customer shall be to breach of a Contract in all cases where the cunt erne- does not have an agreed credit account with
VPS and/or falls to pay the initial Fee or any Charges when due. Sock payment is re(eued or the Customer bin arrears under the
agreed upon Terms of a Contract.
4.S If the Customer fails to make any payment to full when due, then without affecting any other rights/remedies: (a} the
cgstemer shall pay (merest on a daily basis on the overdue amount from the due date to the actual payment date at a rate of 4%
per ern um over the Federal Reserve Bank prime leant merest rate, or 14% per annum,whichever is greater and permissible at
law, and shall indemnify and reimburse VPS for all Claims arising ham steps taken tocollect any overdue amount; and (b) VPS
shall be entitled to suspend provision of all or part of the Equipment/Services without any liability for any Claims which may arise
as a result of the suspension (Charges will continue to aeaue dieing such suspension). If a check Is returned by the Customer's
hank unpaid, a charge of $25 will de made,
4.9 If the Customer has to make any payment when due or to satisfy its obligetlons under any ether term or wnd4ien of this
Contrast. VPS may immediately cease providing the Services and repomess or disable the Equipment without notice. In
m nnectien with such failure, the Customer hereby grants VPS access to the Sice and any Controlled Premises and allow it to
repossess or disable such Equipment. VPS Is not required to redecorate or repair the Site or Controlled Premises as a result of
ceasing Services or repossessing or dsabling the Equipment and VPS shall have ran (lability for any Claims with respect to or In
connection with ceasing Services or repossessing or disabling such Equipment. Notwithstanding anything eomalned In a Contract.
VPS does nor waive, and retains the right to exercise, any other legal or equhable rights or remedies eve gable to it under a
Comma or otherwise, Ind oiling its right to fife any lien or encumbrance.
5. OWNERSHIP
5.1 The Equipment is, and shall at all limes remain, the sole and exclusive property of VPS and the Customer shall have no
other rights in the Equipment except asset Iorthlnthes Contract. Nothing in the Contract shall give, or be construed to gNen the
Customer any option to purchase the Equipment.
5.2 The Custmner shall not sublease, assign, or lend the Equipment without prior written consent of VPS and shall nal pledge,
umber, create a security interest in. or perm/ any Prato become effective on the Equipment. The customer shall not permit
the Equipment to be removed from In possession or be altered in any way. lanai el -these events ta kes place, the Customer shall
be deemed to be In breach of whh Contract at the option of VPS. Any purported assignment or sublease of this Contractor the
Equipment by the[u to ner is void. In the event the Customer sells of transfers ownership of properly with the VPS
Equipment stilllnstoDed, the Customer will be Pah fe l r the cast of the equfo,meet.
'Site Address - 925 NW 2nd Court - Miami, Florida, 33136, Dade
atb
Page
NewConnrenon+Agreernems 1011 ve
VACANT PROPERTY SECURITY LLC - EQUIPMENT & SERVICES TERMS & CONDITIONS
5, OWNERSHIP (continued)
5.3 Nothing In theSeTerms or any Contract is Intended to or will transfer tulle to or any intellectual property rights many
Equipment or Services to any Person. The Equipment Is supplied on a rental basis solely for the Gstomers use and the Customer
shall not sell.rent.loan, create any security over or in any way encumber It without prior written permission of VPS. While at the
Site the Equipment is supplied at the Customer's risk and must be returned to VPS at the end of the Service Period fnthe same
condition as at the Service Date, fair wear and tear excepted.
5.4 Transfer of property ownership; the Customer is responsible for notifying VPS Cif transfer of property ownership relating
to the Site or the Controlled Premises in writing to either VPS's sales department or USCllentSeMces@lvpspecizllets.com at
least 1 week prior to transfer.
6. WARRANTIES
6.1 The Parties agree that VPS makes nu warranties, express or Implies. VPS SPECIFICALLY DECLAIMS ANY IMPLIED
W ARRA NTT OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE.
6.2 The Custom er warrants that it has not relied upon any terms, condldons, representationser warranties (expresser
implied I from or on behalf of VPS other than these set om In these -terms. In particular the Customer has nut relied upon
any assessments under section 2.
6.3 The Orstomer warrants that R shag notify VPS immediately In case of accident or damage to or theft of the Equipment
or of accident or dam.g. to perannsor property to the .dent such accident or damage relates In any way to the Equipment,
including the use thereof. VPS will he available to service the Equipment only during its normal bnineas hours. In the event
that the Equipment is Involved In an accident or Is In need of repair or maintenance, the Customer shall permit VPS to retake
possession of the Equipment with or without legal process.
6.A The Customer warra. that l[ shall bear the sole cost and responsibility for all damage to the equipment, other than
ordinary wear and leer to the extent that such damage (al is caused by the Customer or its employees or agents; or (b)
occurs prior to the expiration of the Service Period [except to the event that the damages is caused by the active negligence,
recklessness, or wind misconduct of VPS or Its employees or agents, or by a ma ihun5lon in the equipment that is beyond
Me control of the Customer or Its employees or agents_ lithe Equipment is stolen or damaged by the Customer or its
employees or agents beyond repair the Customer will pay farthe Equipment at the PPR to VPS to replace such Equipment.
The Customer shall not have Equipment repaired without prior written permission From VP5. and not recovered or VPS
determinesthe Equipment Is beyond repair, the Customer shall pay VPS the fair market value of such Equipment, In VPS' sale
discretion, less any spplkable sale prOCReds.
7. TERMINATION
7.1 The Customer may request removal of Equipment or terminate a Contract without cause by giving at least one I1)
week's prier written notice to VPS. Termination will take effect on proper receipt of such not Ice by VPS, subject to the
provisions of section 4.2. 51ehe Customer faits to not* VPS as provided hereln, the Contract, at VPS np5ep, wild
renew on the same basis as eatOned on page 1 oflhls agreement, Varatlan o1 Rented" until cancelled by either
7.2 Ether Party may terminate or cancel a Contract with cause- with immediate effect by giving the other Party notice In
the following circumstances: le) the other Party is In material breach (Includes the Customers breach of any of Is payment
obligations) oils obligations under the Contract and either the breads cannot be corrected (includes the Customers breach
of any of Its payment obligations) or the Parry in breach fags to correct it within 10 Business Days after receipt of a written
notice Irons the other Party asking for the breach to be corrected; lb) a voluntary or Involuntary bankruptcy petition Is flied
by or against the other Party )Including a petition for reerganiaation, extension of payment, op mpos0ion or adjustment of
BabflirI ) and is not dismissed within 15 Business Days; (c) a receiver is appointed in reaped of [heather Parry; or Id) the
other Party makes ap assignment for the benefit of its creditors. Notwithstanding anything to the contrary under these
Terms or any other Contra M. should UPS terminate or ®noel any Contract, such termination or cancellation will discharge all
existing obligations of UPS under such contract but shelf Mao way discharge any of VP5's rights and remedies under any
Contractor otherwise available to it at law or in equity.
7.3 WhoretheCustomer sells/disposes of is interest in a 5fte, such sale/disposition shall not tern Erato the reievart
Co ntra0 which shall remain In Full force and effect until terminated under eedion 7.1 or 7.2.
7.4 If the ❑asmmer fails to observe or perform any of the Terms in this contras, VP5 may oxen'. any one or more of
the following remedies: fa) terminate th[s ail remnant and take possession of and remove the Equipment from wherever
located lb) to declare the entire rant hereunder immediately due and payable and pursue off legal remedies In connection
with the payment thereof, and/or )c) pursue any other remedies legally available to VPS. VPS and lb agents will not be liable
for any claims for damage or trespass arising out of the removal of the Equipment.
B. EFFECTS OF EXIRATLO IN/TERMINATION
K,1 faplratfnn fat the end of the agreed Semite Period) or termination of a Contract shall not affect any debts/remedies
or ClalWS which have already accrued shall not shed any other Contract, shall not entlUe the Customer to a refund of the
Initial Fee end shell not affect any rights/obligations whld, expressly or by Implication are intended to survive expiration/
termination.
5.2 The obligation to provide the Equipment/Services sheik .se with effect from expiration /termination of any Contract
related thereto and VPS shall take all reasonable steps to remove/recover such Equipment.
9. FINANCING STATEMENTS
9.1 VPS is hereby authorizedte Ile fine ncing statements in accordance with the Uniform Commercial Code as adopted In
any applicable jurtsdiclon from time to time_ By its she hereto. the Customer hereby authorises VPS to file one or
re financing continuation or amendment statements, in connection with any ilnandnp statement described In the
foregoing sentence and pursuant to the Uniform Commercial Code, in form and substance satisfactory to VAS. ARdharges,
expenses and Fees VP5 may incur En doing any of the foregoing, and any local taxes rotating thereto, shall be charged to the
Customer as additional Charges and shall become immediately due and payable and shall be paid immediatelyta VPS bur in
no instance later than 30 days of VPS Incurring such charges, expenses or fees.
10. LIMITATION OFUABILITY
10.L. THE CUSTOMER ACCEPTS FULL AND COMPLETE RESPONSIBILITY FOR ALL INJURIES TO PERSONS AND PROPERTY
ARISING OUT OF OR IN ANY WAY RELATING TO THE EQUIPMENT FROM THE 'METRE CUSTOMER TAKES POSSESSION
THEREOF UNTIL THE EQUIPMENT IS RETURNED TO AND ACCEPTED BY VPS, EXCEPTTO THE EXTENT THAT SUCH INJURIES
RESULT FROM THE ACTIVE NEGUGENCE,RECK5E55NE55, OR WILFUL NIISCONOUCT OF VPS.
ID. UMITATION OF LIABILITY (cont1nped)
10.1 THE CUSTOMER AC CEPTS PULL AHD COMPLETE RESPONSIBILITY FOR ALL INJURIES TO PERSONS AND PROPERTY
ARISING OUT OF OR DI ANY WAY RELATING TO THE EQUIPMENT FROM THE TIME THE CUSTOMER TAKES POSSESSION
THEREOF UNTIL THE EQUIPMENT IS RETURNED TO AND ACCEPTED SYVPS, EXCEPT TONE EXTENT THAT SUCH
INJURIES RESULT FROM THE ACTIVE NEGLIGENCE, RECKLESSNESS. OR WILFUL MISCONDUCT OE VPS.
10.2 THE CUSTOMER A150 AGREES TO INDEMNIFY AND SAVE VPS AND MS AFFILIATES, AND THEM RESPECTIVE OFFICERS,
DIRECTORS, AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, PROCEEDINGS, C45TS, EXPENSES,
DAMAGES AND UAIIUTI OF ANY AND EVERY NATURE WHATSOEVER (INCLUDING REASONABLE ATTORNEYS FEES)
(COLLECTIVELY, 1455E5") ARISING DIRECTLY OR INDIRECTLY FROM OR IN ANY WAY RELATING T0; IA) THE EQUIPMENT FROM
THE TIME THE CUSTOMER TAKES POSSESSION THEREOF UNTIL THE EQUIPMENT IS RETURNED TO AND ACCEPTED BY VPS; (B)
THE CUSTOMERS FAILURE TO COMPLY Wpm ANY OF US OBLIGATI/DNS UNDER THIS CONTRACT INCLUDING THOSE TRAINING
AND OTHER OBLIGATIONS STATED IN PARAGRAPHS 2 AND 30F THIS CONTRACT; OR (LITHE CUSTOMER'S NONCOMPLIANCE
WITH ANY LAW, REGULATION OR SAFETY ORDER, EXCEPT, IN EACH SUCH CASE, MIRE EXTENT THAT SUCH LOSSES RESULT
FROM THE ACTIVE NEGLIGENCE, AECKLE55NE5S, OR WILFUL MISCONDUCT OF VPS,
10.3 IN ADDm(N, THE CUSTOMER SHALL AT RS OWN COST AND EXPENSE, DEFEND VPS AND ITS AFFILIATES, AND THEIR
5ESPEC 100 OFFICERS, DIRECTORS, AND. EMPLOYEES AGAINST ALL SUITS OR PROCEEDINGS COMMENCED BY ANYONE IN
WHICH ANY OF SUCH PERSONS DR ENTRIES B A NAMED PARTY TO THE EXTENTSUCH SUITS OR PROCEEDINGS RELATE TO
MATTERS REGARDING WHICH SUCH PERSONS OR ENTITIE5 WOULD BE ENTITLED TO INDEMNIFICATION HEREUNDER. THE
CUSTOMER SHALL RE LIABLE AND RESPONSIBLE FOR ALL COSTS, EXPENSES, ANEI ATTORNEYS' FEES INCURRED IN SUCH
DEFENSE AND/OR SETTLEMENT, JUDGMENT, OR OTHER RESOLUTION, VPS OR RS AFFILIATES, OR THEIR RESPECTIVE OFFICERS,
DIRECTORS, oft EMPLOYEES,A5 THE CASE MAY 6E, MAY ELECT TO DEFEND ANY SUCH ACTION ON RS OR THEIR OWN BEHALF,
AND THE CUSTOMER AGREES THAT ITSHALL BE UABLE FOR ALL COSTS, EXPENSES, AND ATTORNEYS' FEES INCURRED BY SUCH
PERSON DR ENTRY IN SUCH DEFENSE. THE INDEMNIFIES AND ASSUMPTIONS OF FOSX, LIABILITIES, AND OBLIGATIONS BY THE
CUSTOMER ARISING UNDER THIS CONTRACT SHALL CONTINUE IN EFFECT AFTER THE RETURN OF THE EQUIPMENT TO VPS AND
THE PAYMENT OF THE FULL RENTAL PRICE.
20.4 1IS IMPRACTICAL AND EXTREMELY DIFFICULT TO DETERMINE THE ACTIJAI DAMAGES, IF ANY, THAT MAY RESULT
FROM A FAILURE BY VPS TO PERFORM ANY OF ITS OBLIGATIONS. UNDER NO CIRCUMSTANCES WILL THE CUSTOMER ATTEMPT
10 HOLDUPS LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUTLIMITATION, DAMAGES FOR
PERSONAL INJURY OR DAMAGES TO PROPERTY. IF, NOTNITISSTA NIING THE PROVISIONS OF THIS SECTION 10.4, VPS IS
FOUND LIABLE FOR LOSS, DAMAGE OR INJURY UNDER ANY LEGAL OR EQ0TAME THEORY RELATING IN ANY WAY TO THE
SERVICES AND/OR EQUIPMENTPROVtDED BY VPS, ALL CLAIMS IN RESPECT OF ASRE OR CONTROLLED PREMISES SHALL BE
LIMITED TO AND SHALL NOT TOGETHER IN ANY EVENT EXCEED THE 1F55ER OF THE AMOUNT PAID BY THE CUSTOMER FOR THE
EQUIPMENT/SERVICESSUPPUID BY VPS TO THE CUSTOMER ATTHE RELEVANT 5RI DURING THE 12 MONTHS PRIOR TO THE
DATE UPON WHICH THE EVENT WHICH GAVE RISE TO THE CUSTOMER'S CLAIM FIRST AROSE AND SS 0,000.THI5 AGREED -UPON
AMOUNT IS NOTA PENALTY. RATHER, T GTHE CUSTOMER'S SOLE REMEDY.
10.5 THE PROVISIONS OF THIS SECT1ON 10 SHALL APPLY TO ANT/ RENEFIIVPS AND ITS AGENTS, EMPLOYEES, CONTRALTO its,
5U6510MRIE5, DEALERS, AFFILIATES, PARENTS (BOTH DIRECT AND INDIRECT).
11. NOTICES
111 Notices maybe delivered try band, overnight courier, email or famimi le to the intended Party at Its address set oat in the
Order Form er as modified by proper notice.
12. MISCELLANEOUS
12.1 Words lathe singular Includes the plural andvloe versa. References to gender include all genders; persons Ind ode natural
persons and entitle; stabtas include re-meaments, replarements and modifications; sections areta the sections of these
Terms. Headings are for convenience only and do not affect Interpretation
12,2 Third Patin: the Parks are the only parties to a Contract and )unless expressly stated/permitted under these Terrnsl
they do not intend to create any Incidental third party rights/beneficiaries orgNe any person Who is not a Party any right to
enferue a Contract.
12.3 Assignment: the Customer may not assign e. Conlracl without prior written consent from VPS. VPS does have
the right to assign this Contract or to subcontract nay el its obligations tender this Contractwithout the Customer's
approval and Wihout notice to the Customer.
12.4 Inform cllem, datasuppliedhy the Customer and Its Affiliates w111 be stored by VPS and may be stored/hacked-up out of
state. Filch Party shall, unless otherwise required by law, only usejdisdose the other Par5S's Confidential Information for
reasonable and proper purposes In connection with the relevant Contract.
12.5 Force Majeure, save respect of payment obligations, a Party shalt not bat under may liability for failure to perform or
delay in performing any obligation under a Contract to the extent to which performance Is prevented, frustrated or delayed as a
direct result of any cause beyond that Party's reasonable central.
12.6 Waiver deli. in exercising or partial/total failure to exercise any right/ remedy shall not operate as a waiver of that
right/remedy or any subsequent breach,
12,7 Illegality: if any provisional a Contract is held to be illegal. Invalid or unenforceable then itahag cease to form part of
that Contract and shall not affect the remainder of the Confrere which shall remain in full force end effect.
12.8 Variation: unless otherwise stated in these Terms. these Terms and each Contra 0 may only be varlet In writing signed
by, or with aduel authority of the Parties and in the case of VPS, only its ofkcers have such authority.
12.9 Counterparts: each Contract may be executed in several counterparts (Including by facsimile or other electronic
transmission), each of which shall be deemed an original and all of whirl, shag toast her constitute one and the same instrument,
12.10 Jurisdiction: each Contract shall be governed by and construed in accordance with the laws of the COMMONWEALTH
OF PENNSYLVANIA. Any action commenced by any party to enforce the lerms of this Agreement shall be brought In the state or
federal courts located in the EASTERN DISTRICT OF PENNSYLVANIA, unless VP5 expressly consents to auk bring brought in
another jurisdiction. The Nsco met hereby expressly consents to thelurisdidion and venue al such courts to enforce the terns of
th. Arn ent.
12.11 Legal Action/Entire Agreement in the event that legal attinn is brought to enforce or mostme any term of a Contra.,
the prevailing party will be entitled to recover, In addition to any other damages or award all legal costs and fees associated with
the action. If any Conflict arises among these Terms and any Order Form or other related Contraq thane Terms shall govern
unless expressly noted in the applicable Order a other related Contract. These Terms, Including any Order Form or related
Contracts executed hereunder, constitutes the entire agreement between the Parties with respect to the subject matter thereof
and supersedes all proposals, oral or written, all previous negotiations, and all previous 5mmunlcatians between the Parties
with respect hereto.
The undersigned has read, understood and accepted these Master Terms & Conditions and has the authority to commit on behalf of:
South East Overtown/Park West Community Redevelopment Agency
(Site Address - 925 NW 2nd Court - Miami, Florida, 33136, Dade
Signed :
Print Name :
Date :
Position :
Poue 4 NewGammerclelAgreenrenA tO.t t ,n