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12/20/1995 Agreement AGREEMENT G. ~ ~ THIS AGRE]~MENT made and entered into this 1st day November of 1995, A.D., and be~~!li!ie Monro'e r" County Board of County Commissioners and/or Board of Governors of the Lower and Middl~"SYs Fi9IDd CJ Ambulance D'istrict, Monroe County, Florida, hereinafter "DISTRICT" and Bennett Fire--pt:6dUcts -< :~ "CONTRAC1'OR". ~ ::n L:' :::0 f'T1 l) C ::0 WHEREAS: the parties hereto, for the consideration hereinafter set forth, mutually ag;e-asfollo~ o w I. SCtJPE OF THE WORK/GOODS TO BE PROVIDED A. The (~ONTRACTOR shall furnish any part of the equipment bid on with prices to include shipping and all related costs FOB Monroe County, Florida, and shall deliver equipment within 60 days of the date of issuance of the purchase order for Fire Rescue ' Equipment for items: CLOTIDNG, ITEMS 8,9,10; B. The (~ONTRACTOR agrees to furnish the equipment for a year at the bid price on an as needed basis, with the option of the DISTRICT to renew for additional six months with the fixed unit prices subject to change only by the percentage change on the Consumer Price Index (CPI) for Wage Earners and Clerical Workers in the Miami, Florida area index, and shall be based upon the annual average CPI computation from January 1 through December 31 of the previous year. C. Notice to the DISTRICT regarding later delivery. In the event the contractor encounters difficulty in meeting performance requirements, or anticipates difficulty in complying with the contract delivery schedule, or date, the CONTRACTOR shall immediately notify the Fire Rescue Office thereof in writing, giving pertinent details, including the date by which it expects to complete performance or make delivery; provided however, that this thereof shall not be construed as a waiver by the Fire Rescue Office of a contact delivery schedule or date, or any rights or remedies provided by law under this contract. II. CONTRACT SUM The DISl'RICT shall pay a sum not to exceed the amount budgeted for the items required to the CONTRA.CTOR for the faithful performance of the Contract, in lawful money of the United States, based upon the prices shown in the Proposal, a copy of the Proposal being a part of the Contract. III. GENERAL PROVISIONS A. The (~ONTRACTOR agrees to indemnify the DISTRICT and hold the DISTRICT harmless from and against all claims, damages, losses and expenses, including reasonable attorneys' fees in any action arising out of performance of the work or goods herein, including bodily injury, illness or death, or for property damage including loss of use, resulting from the CONTRACTOR'S work/goods. B. The C~ONTRACTOR, warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County Officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer of employee. IV. CO,NTRACT TERM The contract shall commence on the date on which the contract is signed by the last party of the parties signing the contract and shall expire one year and six months from same date. V. PARTIAL AND FINAL PA YMENT The CONTRi\CTOR shall invoice the DISTRICT, in accordance with the pricing and terms as outlined in the attached contract schedules. Invoices shall be submitted to Monroe County Fire Rescue Office, 490 63rd Street, Suite 162, Marathon, Florida, 33050, for approval and processing. VI. REPORTS It is the responsibility of the CONTRACTOR to maintain appropriate records to insure a proper accounting of all funds and expenditures. The CONTRACTOR understands that it shall be responsible for repayment of any and all audit exceptions which are identified by the Auditor General of the State of Florida, the Clerk of Court for Monroe County, the DISTRICT, or their agents as representatives. In the event of an audit exception, the current fiscal year contractual payments or subsequent contractual payments will be offset by the amount of the audit exception. In the event the contract is not renewed, the CONTRACTOR will be billed by the DISTRICT tor the amount of the audit exception and shall promptly repay any audit exception. VII. MODIFICA TIONS AND AMENDMENTS Any and all modifications of the goods required, and/or cost of goods to be delivered shall be amended by an Agreement Arnendment, which must be approved by the DISTRICT and such modification shall not become effective until approved in writing by the DISTRICT. VIII. INDEPENDENT CONTRACTOR At all times for all purposes hereunder CONTRACTOR is an independent contractor and not an employee of the Board of COUllty Commissioners of Monroe County. No statement contained in this Agreement shall be construed so as to find the CONTRACTOR or any of the CONTRACTOR'S employees, contractors, servants, or agents to be employees of the Board of County Commissioners of Monroe County, and they shall be entitled to none of the rights, privileges, or benefits of employees of Monroe County. IX. COMPLIANCE WITH LA W In providing all services pursuant to this Agreement, the CONTRACTOR shall abide by all statutes, ordinances, rules, and regulations pertaining to, regulating the provisions of such goods, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement and shall entitle the DISTRICT to terminate this contract immediately upon delivery of written notice: of termination to the CONTRACTOR. X. SUBCONTRACTING/ASSIGNMENT CONTRACTOR shall not assign, sublet, subcontract, sell or transfer any interest in this contract without the prior written consent of DISTRICT thereto. XI. NOTICE - GENERAL Any notice or notices required or permitted to be given pursuant to this contract may be personally served on the other party by the party giving such notice, or may be served by certified mail, return receipt requested, to the following addresses: Fire Rescue ()ffice 490 63rd Street Suite 162 Marathon, Florida 33050 CONTRACTOR Bennett Fire Products 311 Bell Park Drive Woodstock, ,CrA30188 XII. AN~rl DISCRIMINA TION CONTRACT()R agrees they will not discriminate against any of their employees or applicants for employment or against persons for any other benefit or service, because of their race, color, religion, sex, national origin, or physical or m(~ntal handicap where the handicap dos not affect the ability of an individual to perform in a position of employment and to abide of all Federal and State laws regarding non-discrimination. XIII. NON WAIVER Any waiv1er of any breach of covenants herein contained to be kept and performed by the CONTRACTOR shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the DISTRIC'T from declaring a forfeiture for any succeeding breach either of the same conditions or covenants or otherwise. XIV. CONTRACTOR - GENERAL A. The CONTRACTOR warrants it is authorized by law to engage in the performance of the activities encompassed by the program herein described, subject to the terms and conditions set forth in the Attachment, which is attached hereto and incorporated herein as part of this Agreement. B. Each of the signatories for the CONTRACTOR, below, certifies and warrants that: a. The CONTRACTOR'S name is this Agreement is the full name as designated in its corporate charter, if CONTRACTOR is a corporation; otherwise contractor's name is the business entity, 'whether partnership of sole proprietorship, under which CONTRACTOR normally conducts business. b. 'They are empowered to act and contract for the CONTRACTOR, and c. 'This Agreement has been approved by the Board of Directors of CONTRACTOR, if ICONTRACTOR is a corporation. d. l20NTRACTOR has, if this contract calls for payment in excess of $10,000, executed a sworn statement under F. S. 287.133 (3 ) (a), on public entity crimes. Said statement, if not attached hereto, is already on file with the Fire Rescue Office/Clerk of Court for the calendar year 1994. xv. ENTIRE AGREEMENTS This Agreem(~nt constitutes the entire agreement of the parties hereto with respect to the matter hereof and superseded any and all prior agreements with respect to subject matter between CONTRACTOR and the Fire Rescue Office: or the DISTRICT. XVI. CONSENT TO JURISDICTION This Agreeme:nt, its performance, and all disputes arising hereunder, shall be governed by the laws of the State of Florida and both parties agree that proper venue for any action shall be Monroe County. XVII. CONDITIONS OF TERMINA TION A. The performance of work or provision of goods under this agreement may be terminated, delayed, or temporarily suspended by the District, in whole or in part, from time to time, wherever the District shall determine that such termination is in the best interest of the District. The District shall pay all reasonable costs incurred by the contractor up to the time of termination, and all reasonable costs to the contractor associated with termination. However, the contractor shall not be reimbursed for any anticipatory profits which have not been earned up to the date of termination. B. If the CO]~TRACTOR fails to fulfill the terms of this Agreement, or attachments, properly or on time, or otherwise violates the provisions of the Agreement or of applicable laws or regulations governing the use of funds, the District may terminate the Contract by written notice of thirty (30) days. The notice shall specify cause. All finished or unfmished supplies or services shall, at the option of the District, become property of the District. The District shall pay the CONTRACTOR fair and equitable compensation for the expenses incurred prior to termination of the Agreement, less nay damages are more than compensation payable, the CONTRACTOR will remain liable after termination and the District can affirmatively collect damages. IN WITr~ESS WHEREOF, the parties hereto executed this contract the day and year first above written \\"UUIH1!1lll, . ~,,\\\ ~ CQUI\II:'I~ ~~'~...U.E~..'. (l/l ~.~ ......~;'I-.) . .. v/ ~ ~ ~. . ~ ~ :: :--...;;'" . .. ;~ ~ ~C-)in :V>~ - . . - ~ \~:-.' ...J~:,:,,'t:./ J ~~Acl~' ~~', .. , ~,~::':';.'. ,:; ;'~; ; :', . , .. ~ ~,l' A TmS'Ti~i\t~r~~t\Danny L. Kolhage, Clerk ~l...Q..c. ~~ CLERK /Dl '-~ 0 - 9.5 ~ WITNESS: ~~~ BOARD OF COUNTY COMMISSIONERS : :~ YOR B