Loading...
08/20/2008 Agreement DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: August 22, 2008 TO: Dent Pierce, Director Public Works Division ATTN: Beth Leto, Assistant Director Public Works Division Pamela G. Hancock, ~ FROM: At the August 20, 2008, Board of County Commissioners Meeting the Board granted approval to terminate the month-to-month Contract with Barnes Alarms, Inc. and award bid and authorized execution of an Agreement between Monroe County and Barnes Alarm Systems, Inc. for fire and panic alarm system annual certification, maintenance and monitoring. Enclosed is a duplicate original of the above-mentioned for your handling. Should you have any questions please do not hesitate to contact this office. cc: County Attorney Finance File/ FIRE AND PANIC ALARM SYSTEM ANNUAL CERTIFICATION, MAINTENANCE AND MONITORING MONROE COUNTY, FLORIDA AGREEMENT FOR PANIC AND FIRE ALARM SYSTEM ANNUAL CERTIFICATION, MAINTENANCE AND MONITORING MONROE COUNTY, FLORIDA This Agreement is made and entered into this ,;JrflfL day of ~ ' 2008, between MONROE COUNTY, FLORIDA ("COUNTY"), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and BARNES ALARM SYSTEMS, INC. ("CONTRACTOR"), a Florida corporation, whose address is 3201 Flagler Avenue, Suite 503, Key West, FL 33040. WHEREAS, COUNTY desires to provide panic and fire alarm system annual certification, maintenance and monitoring services for Monroe County, and WHEREAS, CONTRACTOR desires and is able to provide panic and fire alarm system annual certification, maintenance and monitoring services for Monroe County; and WHEREAS, it serves a legitimate public purpose for CONTRACTOR to provide panic and fire alarm system annual certification, maintenance and monitoring services for Monroe County, now therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: 1. THE AGREEMENT The Agreement consists of this document, the bid documents and the attached exhibits only. 2. SCOPE OF THE WORK: A. To include all Fire Alarm maintenance and repairs, testing, annual inspections, and possible expansion of the system, if required B. To include all Panic Alarm Systems maintenance and repairs, testing, and certification at a minimum of twice a year or every six months C. REPAIRS (Fire and Panic Systems): i. Repair and maintenance for alarm systems listed in Item 3, CONTRACT AMOUNT. The Contractor shall be available 24 hours per day, 365 days per year. The Contractor shall be at the site of an alarm system malfunction within two hours of verbal notification by the Owner. AGREEMENT 1 MAY 2008 FIRE AND PANIC ALARM SYSTEM ANNUAL CERTIFICATION, MAINTENANCE AND MONITORING MONROE COUNTY, FLORIDA 11. The Contractor shall have access to a supply of all parts and controls normally necessary for the emergency repairs of all county maintained alarm systems so that such emergency repair will be completed within 48 hours of notification by the Owner. The Owner shall reimburse the Contractor for the Manufacturer's invoice cost of all parts and materials, plus percentage indicated in the bid form, or less percentage of list cost, (whichever the case may be) that are used in the repair of all County maintained alarm systems. Manufacturer's invoice exceeding $500.00 may be requested at the discretion of the Owner. iii. All parts and materials shall be of equal or greater quality as compared to existing parts and materials in use. Work shall be performed in accordance with, and all documentation shall be provided pursuant to, National Fire Protection Association Requirements. D. ADDITIONAL SERVICES Additional services include, but are not limited to, electronic door lock system installation and/or repair, horn/strobe installation and/or repair, or any other equipment necessary for safety-related issues, and CCTV service. Also, when requested by the County, the Contractor shall advise and recommend, in writing to the County, any needed improvements, and shall invoice the County at the fee schedule rates for labor as specified in the contract. E. MAJOR COMPONENT FAILURE OR SYSTEM BREAKDOWN In the event of a major component failure or system breakdown, the COUNTY, when deemed as an emergency situation, shall have the option to request from the CONTRACTOR a proposal/quote for replacement equipment in an amount that could exceed Five Thousand Dollars ($5,000). Any proposal over $5,000 must be approved and signed by the Division Director and/or the County Administrator. 3. CONTRACT AMOUNT The County shall pay to the Contractor for the faithful performance of the Contract, in lawful money of the United States, as follows: ANNUAL FIRE SYSTEM: INSPECTION MONTHLY AMOUNT CONTROL MODEL # (including any MONITOR BUILDING LOCATION PANEL possible AMOUNT overtimet Key West Courthouse 500 Whitehead St., Key West SimDlex 4100 $900.00 $25.00 Judicial Workout Room 502 Whitehead St., Key West FireLite MP-24 $225.00 (fonnerhluveniJe Detention) Sheriff Civil Division 500 Whitehead St. Key West Faraday Firewateh II $225.00 J. Laoeelot Lester Building, & 530 Whitehead St. Key West Notifier AFP-2oo $1,800.00 $25.00 Records Storage AGREEMENT 2 MAY 2008 FIRE AND PANIC ALARM SYSTEM ANNUAL CERTIFICATION, MAINTENANCE AND MONITORING MONROE COUNTY, FLORIDA ANNUAL FIRE SYSTEM: INSPECTION MONTHLY CONTROL AMOUNT MONITOR BUILDING LOCATION PANEL MODEL # (including any AMOUNT possible overtime) Freeman Justice Center 310 Fleming Street, Key West Notilied AFP- $ $25.00 200 -Intelligent AFP-2oo Fire Detection & wlCBC Alarm Svstem Bavshore Manor 5200 Colle~e Road, Stock Island Notilier System 500 $450.00 $25.00 Monroe County Fire Station #8 Stock Island Firelite MS-5024 $225.00 May Hill Russell Library 700 Fleming St. Key West Notilier SFP 400B $300.00 $25.00 Gato Buildin~ 1100 Simonton Street, K~ West Simolex 4010 $600.00 $25.00 Harvey Government Center 1200 Truman Avenue, Key West Simplex 4100 $900.00 $25.00 Big Pine Key Library 231 Key Deer Blvd. Big Pine Key Faraday Firewatch $375.00 11+2 Marathon Government Center 2798 Overseas Hwy, Marathon Faraday MPC-2000 $900.00 Marathon Government Annex 49063 Street, Marathon FireLite MS-4024 $450.00 Marathon Detention Facility 3981 Ocean Terrace, Marathon FireLite Miniscan $450.00 4024 Marathon Shetiff's Hangar Marathon Airport EST Quick Start $450.00 Marathon Courthouse 31 17 Overseas Hwy, Marathon Notilier SFP 400B $525.00 George Dolezal Library 3251 Overseas Hwy, Marathon Simplex 2001-4431 $450.00 Ruth Ivins Center, Health Dept. 3333 Overseas Hwy, Marathon Edwards 1500 Series $450.00 Medical Examiner 56639 Overseas Hwy, Crawl Key Simplex Grinnel 4010 FACP $525.00 $25.00 Ellis Building 88800 Overseas Highway, P.K. FireLite MP-24 $600.00 Plantation Key Courthouse Highpoint Road, Plantation Key FireLite MP-24 $900.00 Plantation Key Detention Faci. 53 Highpoint Road, Plantation Key FireLite MS-92oo $750.00 Islarnorada Library MM 81.5, Islarnorada Fire Lite MS-4424b $600.00 Roth Buildin~ 50 Hil!hooint Road, Tavernier Edwards EST-2 $900.00 $25.00 Key Largo LibrliIy 101485 Overseas Highway, FireLite MS-5024 $600.00 $25.00 Tradewinds Shoppin~ Plaza ANNUAL PANIC SYSTEM: INSPECTION MONTHLY -. AMOUNT MANUFACTURER (including any MONITOR BUILDING LOCATION MODEL # possible AMOUNT overtime KW Courthouse Annex 502 Whitehead St., K~.West Caretaker Plus $675.00 $25.00 Judicial Workout Room 502 Whitehead St., Key West CH Annex system J. Lancelot Lester Building, & 530 Whitehead St. Key West CH Annex system Records Storage J. Lancelot Lester Building - 530 Whitehead St. Key West CH Annex system District 3 Commissioner Old Courthouse - District I 500 Whitehead St., Key West CH Annex system Commissioner Old Courthouse - Traffic/Fines 500 Whitehead St., Key West CH Annex system Freeman Justice Center 310 Fleming Street, Key West to be determined Gato Building. Social Services I 100 Simonton St., Key West CADDX $150.00 Gato Building - 2nd floor ! 100 Simonton St., Key West INOVONICS $150.00 FA46D 64 Medical Examiner 56639 Overseas Hwy, Crawl Simplex Grinne! $250.00 $25.00 Key 4010 FACP AGREEMENT 3 MAY 2008 FIRE AND PANIC ALARM SYSTEM ANNUAL CERTIFICATION, MAINTENANCE AND MONITORING MONROE COUNTY, FLORIDA Ellis Building Supervisor of 88820 Overseas Hwy, Tavernier CADDX $250.00 $25.00 Elections NX-6 Ellis Building Traffic 88820 Overseas Hwy, Tavernier CADDX NX 6 $250.00 $25.00 Ellis Building Social Services 88820 Overseas Hwy, Tavernier CADDX NX 6 $250.00 $25.00 Ellis Building Planning 88800 Overseas Hwy, Tavernier CADDX NX 6E $250.00 $25.00 a. Labor- Normal working hours of8:00 a.m. to 5:00 p.m. Monday through Friday excluding holidays $ 75.00 per hour b. Labor - Overtime rate for hours not stated above, including holidays and for facilities that conduct critical business such as Courthouses, Tax Collector's offices, and all others identified by the Facilities Maintenance Director in the Specifications c. Manufacturers invoice cost of parts and materials Note: There are no additional costs for travel, mileage, meals, or lodging. The Contractor's request for payment must itemize each of the costs stated above. $112.50 per hour Cost + 25% 4. PAYMENTS TO CONTRACTOR A. COUNTY'S performance and obligation to pay under this agreement, is contingent upon annual appropriation by the Board of County Commissioners. B. COUNTY shall pay in accordance with the Florida Local Government Prompt Payment Act; payment will be made after delivery and inspection by COUNTY and upon submission of invoice by CONTRACTOR. C. CONTRACTOR shall submit to COUNTY invoices with supporting documentation acceptable to the Clerk, on a monthly schedule in arrears. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. 5. TERM OF AGREEMENT This Agreement shall commence on September 1, 2008, and ends upon August 31, 2011, unless terminated earlier under paragraph 18 of this Agreement. The COUNTY shall have the option to renew this Agreement for up to an additional two (2) one-year periods at terms and conditions mutually agreeable to the parties, exercisable upon written notice given at least 30 days prior to the end of the initial term. Unless the context clearly indicates otherwise, references to the "term" of this Agreement shall mean the initial term of three (3) years. The Contract amount shall be adjusted annually in accordance with the percentage change in the U.S. Department of Commerce Consumer Price Index (Cpr-U) for all AGREEMENT 4 MAY 2008 FIRE AND PANIC ALARM SYSTEM ANNUAL CERTIFICATION, MAINTENANCE AND MONITORING MONROE COUNTY, FLORIDA Urban Consumers as reported by the U.S. Bureau of Labor Statistics and shall be based upon the CPI-U computation at December 31 of the previous year.. 5. ACCEPTANCE OF CONDITIONS BY CONTRACTOR CONTRACTOR has, and shall maintain throughout the term of this Agreement, appropriate licenses. Proof of such licenses and approvals shall be submitted to the COUNTY upon request. 6. FINANCIAL RECORDS OF CONTRACTOR CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.Q3, FS, running from the date the monies were paid to CONTRACTOR. 7. PUBLIC ACCESS. The COUNTY and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and CONTRACTOR in conjunction with this Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by CONTRACTOR. 8. HOLD HARMLESS AND INSURANCE CONTRACTOR covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of services provided by CONTRACTOR occasioned by the negligence, errors, or other wrongful act or omission of CONTRACTOR, its employees, or agents. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. Failure of CONTRACTOR to comply with the requirements of this section shall be cause for immediate termination of this agreement. AGREEMENT 5 MAY 2008 FIRE AND PANIC ALARM SYSTEM ANNUAL CERTIFICATION, MAINTENANCE AND MONITORING MONROE COUNTY, FLORIDA Prior to execution of this agreement, CONTRACTOR shall furnish the COUNTY Certificates of Insurance indicating the minimum coverage limitations in the following amounts: WORKER'S COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE: Where applicable, worker's compensation coverage to apply for all employees at a minimum statutory limit as required by Florida Law, and Employer's Liability coverage in the amount of $100. 000. 00 bodily injury by accident, $500.000.00 bodily injury by disease, policy limits, and $100.000.00 bodily injury by disease, each employee. COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE: Motor vehicle liability insurance, including applicable no-fault coverage, with limits of liability of not less than $300.000.00 per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. If single limits are provided, the minimum acceptable limits are $50.000.00 per person, $100,000.00 per occurrence, and $25.000.00 property damage. Coverage shall include all owned vehicles, all non-owned vehicles, and all hired vehicles. COMMERCIAL GENERAL LIABILITY: Commercial general liability coverage with limits of liability of not less than $300.000.00 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. CERTIFICATES OF INSURANCE. Original Certificates ofInsurance shall be provided to the COUNTY at the time of execution of this Agreement and certified copies provided if requested. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the COUNTY before any policy or coverage is canceled or restricted. The underwriter of such insurance shall be qualified to do business in the State of Florida. If requested by the County Administrator, the insurance coverage shall be primary insurance with respect to the COUNTY, its officials, employees, agents and volunteers. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST BE NAMED AS ADDITIONAL INSURED ON ALL POLICIES EXCEPT WORKER'S COMPENSATION. 9. NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of COUNTY and CONTRACTOR in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any Agreement entered into by the COUNTY be required to contain any provision for waiver. AGREEMENT 6 MAY 2008 FIRE AND PANIC ALARM SYSTEM ANNUAL CERTIFICATION, MAINTENANCE AND MONITORING MONROE COUNTY, FLORIDA 10. INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement CONTRACTOR is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed so as to find CONTRACTOR or any of his employees, subs, servants, or agents to be employees of the Board of County Commissioners of Monroe COUNTY. 11. NONDISCRIMINATION COUNTY and CONTRACTOR agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. COUNTY or CONTRACTOR agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: I) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (pL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to COUNTY and CONTRACTOR to, or the subject matter of, this Agreement. 12. ASSIGNMENT/SUBCONTRACT CONTRACTOR shall not assign or subcontract its obligations under this agreement to others, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County and CONTRACTOR, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or sub shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board. AGREEMENT 7 MAY 2008 FIRE AND PANIC ALARM SYSTEM ANNUAL CERTIFICATION, MAINTENANCE AND MONITORING MONROE COUNTY, FLORIDA 13. COMPLIANCE WITH LAW AND LICENSE REOUlREMENTS In providing all services/goods pursuant to this agreement, CONTRACTOR shall abide by all laws of the Federal and State government, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Compliance with all laws includes, but is not limited to, the immigration laws of the Federal and State government. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this Agreement. CONTRACTOR shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. 14. DISCLOSURE AND CONFLICT OF INTEREST CONTRACTOR represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this contract, as provided in Sect. 112.311, et. seq., Florida Statutes. COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Upon execution of this contract, and thereafter as changes may require, the CONTRACTOR shall notify the COUNTY of any financial interest it may have in any and all programs in Monroe County which the CONTRACTOR sponsors, endorses, recommends, supervises, or requires for counseling, assistance, evaluation, or treatment. This provision shall apply whether or not such program is required by statute, as a condition of probation, or is provided on a voluntary basis. COUNTY and CONTRACTOR warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 15. NO PLEDGE OF CREDIT CONTRACTOR shall not pledge the COUNTY'S credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. CONTRACTOR further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. AGREEMENT 8 MAY 2008 FIRE AND PANIC ALARM SYSTEM ANNUAL CERTIFICATION, MAINTENANCE AND MONITORING MONROE COUNTY, FLORIDA 16. NOTICE REOUlREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY: Monroe County Facilities Maintenance Department 3583 South Roosevelt Boulevard Key West, FL. 33040 and Monroe County Attorney Post Office Box 1026 Key Wes, FL 33041-1026 FOR CONT Barnes Al ATTN: 3201 Flagler , Suite 503 Key West, FL 333040 17. TAXES COUNTY is exempt from payment of Florida State Sales and Use taxes. CONTRACTOR shall not be exempted by virtue of the COUNTY'S exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is CONTRACTOR authorized to use the COUNTY'S Tax Exemption Number in securing such materials. CONTRACTOR shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 18. A. B. TERMINATION The COUNTY or CONTRACTOR may terminate this Agreement for cause with seven (7) days notice to CONTRACTOR. Cause shall constitute a breach of the obligations of either party to perform the obligations enumerated under this Agreement. Either of the parties hereto may cancel this agreement without cause by giving the other party sixty (60) days written notice of its intention to do so with neither party having any further obligation under the term s of the contract upon termination. 19. GOVERNING LAW. VENUE. INTERPRETATION. COSTS. AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to Agreements made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the COUNTY and CONTRACTOR agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. AGREEMENT 9 MAY 2008 FIRE AND PANIC ALARM SYSTEM ANNUAL CERTIFICATION, MAINTENANCE AND MONITORING MONROE COUNTY. FLORIDA 20. MEDIATION The COUNTY and CONTRACTOR agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 21. SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 22. ATTORNEY'S FEES AND COSTS COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and attorney's fees, in appellate proceedings. Each party agrees to pay its own court costs, investigative, and out-of-pocket expenses whether it is the prevailing party or not, through all levels of the court system. 23. ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of COUNTY and CONTRACTOR. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of COUNTY and CONTRACTOR, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 24. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, AGREEMENT 10 MAY 2008 '. FIRE AND PANIC ALARM SYSTEM ANNUAL CERTIFICATION, MAINTENANCE AND MONITORING MONROE COUNTY, FLORIDA COUNTY and CONTRACTOR agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 25. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. 26. AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary COUNTY and corporate action, as required by law. 27. CLAIMS FOR FEDERAL OR STATE AID CONTRACTOR and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 28. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 29. LEGAL OBLIGATIONS AND RESPONSIBILITIES This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. AGREEMENT 11 MAY 2008 FIRE AND PANIC ALARM SYSTEM ANNUAL CERTIFICATION, MAINTENANCE AND MONITORING MONROE COUNTY, FLORIDA 30. NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and the CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 31. ATTESTATIONS CONTRACTOR agrees to execute such documents as the COUNTY may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. 32. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 33. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of COUNTY and CONTRACTOR hereto may execute this Agreement by singing any such counterpart. 34. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 35. PUBLIC ENTITY CRIME INFORMATION STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a Construction Manager, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the AGREEMENT 12 MAY 2008 FIRE AND PANIC ALARM SYSTEM ANNUAL CERTIFICATION, MAINTENANCE AND MONITORING MONROE COUNTY, FLORIDA threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." 36. MUTUAL REVIEW This agreement has been carefully reviewed by Contractor and the County therefore, this agreement is not to be construed against either party on the basis of authorship 37. INCORPORATION OF BID DOCUMENTS The terms and conditions of the bid documents are incorporated by reference in this contract agreement. 38. ANNUAL APPROPRIATION The County's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn, this Agreement is terminated and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date. IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereto have executed ~..'S., ,~.it~!Jt...o. n.. the day and date firs~ written above in four (4) counterparts, each of . . . ;. ,:;:~t.tlout proof or accountmg for the other counterparts, be deemed an ; Wi..,. ::-l. \1fi.(jiilt'l!N" '.' ~\ 'y;" "'~ i'{S~} VV' ..:Y BOARD OF COUNTY COMMISSIONERS . 'AttJst~7h . iLl' OF MONROE COUNTY FLOIDA "'r.iJi By: ~4~ Mayor Mario DiGennaro :I: 0 ~ .'~1 Date: AUG 2 0 2008 ~ ,;. g ,-- Date: AUG 2 0 2008 WITNE SES FOR CONTRACTOR: g=::': G"') ('-,:'" --- N C)C-:- N .~ Signatur f P son auth<ii1ted to ::iJ: legally bint!.~loration~. . .... r;.:> Date: ~L.L() f. :--" 0 (J'I C l?~tfiOl?-l LA1/<JJt 'S Print Name --1 SI e . , ; ---.J> /,lv~ Date . Address:3201 Flagler Avenue, #503 Key West, Florida 33040 Telephone Number: (305)294-6753 E COUNTY AHO EY OV AST M: ~t AGREEMENT 13 AS e TY AT~r.;tYtY2008 Date ~..