08/17/1994 Agreement I
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AGREEMENT
THIS AGREEMENT made and entered into this rim day of
u u.s-1' , 1994, A.D., by and between the Board of Governors for
the ower and Middle Keys Fire and Ambulance District, Monroe
County, Florida, hereinafter "DISTRICT" and
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w hereafter "CONTRACTOR ".
WHEREAS: That the parties hereto, for the consideration
hereafter set forth, mutually agree as follows:
1. SCOPE OF THE WORK
The CONTRACTOR shall furnish all labor, materials, equipment,
machinery, tools, apparatus, and transportation and perform all
other work as described in the Specifications for Heavy Rescue
Pumper for Lower and Middle Keys Fire and Ambulance District
dated June 15, 1994, the Notice of Calling for Bids dated July
28, 1994, and as described in the CONTRACTORS Bid Proposal
dated July 27, 1994: all of which are hereto attached and made
part of this agreement by reference.
2. CONTRACT SUM
a. The DISTRICT agrees to pay for the fire apparatus body
delivered in the manner set forth above as stated in
section 2.3.6 of the Specifications, 90% of the total cost
of the CONTRACT, to be paid to the CONTRACTOR on delivery
of the fire apparatus, the balance to be paid contingent
upon acceptance. Acceptance shall be defined as the point
in time when the DISTRICT assumes physical possession of
the apparatus, accompaning paperwork, receives training
and instructions, and accepts the apparatus. Final
payment shall be processed upon approval of the Fire
Marshal's Office by the Board of Governors within 45 days.
b. The DISTRICT shall pay to the CONTRACTOR for the faithful
performance of the CONTRACT, in lawful money of the United
States, based upon the prices shown in the Proposal with
upgrades and revisions, opy of the Proposal with
revisions being" 'a it'.=? 'the Specifications and the
Contract Documents includi r-pontingency and options, the
aggregate amount of one hundred fifty -two thousand two
hundred eighteen dollars and zero cents ($152,218.00).
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3. GENERAL PROVISIONS
a. The CONTRACTOR 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 an action arising out of
performance of the work herein, including bodily injury,
illness or death, or for property damage including loss of
use, resulting from the CONTRACTOR'S work.
b. The CONTRACTOR, 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 or
employee.
4. CONTRACT TERM
a. The Contract shall commence on the date on which the
Contract is signed by the last party of the two parties
signing the Contract. Delivery to be within ninety (90)
days of commencement.
b. The CONTRACTOR will not be held liable for delay in
delivery caused by strikes, inability to obtain materials,
chassis or equipment, production or manufacturing problems
and all other causes beyond the CONTRACTORS control. The
CONTRACTOR shall not be liable for any incidental damages
caused by delays in delivery.
5. CONTRACTOR'S ACCEPTANCE OF CONDITIONS
The CONTRACTOR understands all provisions of this Contract and
of the Specifications and agrees to their sufficiency for the
work to be done. Under no circumstances, conditions or
situations shall this Contract be more strongly construed
against the DISTRICT than against the CONTRACTOR.
6. PARTIAL AND FINAL PAYMENT
a. The CONTRACTOR shall invoice the DISTRICT, in accordance
with the pricing and terms as outlined in the contract
documents. Invoices shall be submitted to the Monroe
County Fire Marshal's Office, 490 63rd St., Suite 160
Marathon, Florida 33050, for :approval and processing.
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b. All payments shall be made directly to the CONTRACTOR at
the CONTRACTOR office, Emergency One, Incorporated, 1601
Southwest 37th Avenue, Ocala, Florida, 34474.
7. 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 contractual payments will be offset by the amount of the
audit exception. In the event no further payments are owed,
the CONTRACTOR will be billed by the DISTRICT for the amount of
the audit exception and shall promptly repay any audit
exception.
8. MODIFICATIONS AND AMENDMENTS
Any and all modifications of the goods required, and /or cost of
goods to be delivered shall be amended by an Agreement
Amendment, which must be approved by the Board of Governors and
such modification shall not become effective until approved in
writing by the DISTRICT.
9. INDEPENDENT CONTRACTOR
At all times and for all purposes hereunder CONTRACTOR is an
independent contractor and not an employee of the Board of
Governors. Except the agency provided for in Paragraph 2a, no
statement contained in this Agreement shall be construed so as
to find the CONTRACTOR or any of his /her employees,
contractors, servants, or agents to be employees of the Board
of Governors, and they shall be entitled to none of the rights,
privileges, or benefits of employees of Monroe County.
10. COMPLIANCE WITH LAW
In providing all services pursuant to this Agreement, the
CONTRACTOR shall abide by all statutes, ordinances, rules and
regulations pertaining to, or 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 Board of Governors to terminate
this contract immediately upon delivery of written notice of
termination to the CONTRACTOR.
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11. SUBCONTRACTING /ASSIGNMENT
CONTRACTOR shall not assign, sublet, subcontract, sell or
transfer any interest in this contract without the prior
written consent of the DISTRICT thereto.
12. 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:
Monroe County Fire Marshal's Office
490 63rd. St., Suite 160
Marathon, Florida 33050
CONTRACTOR: Emergency One, Incorporated
1601 Southwest 37th Avenue
Ocala, Florida, 34474
13. ANTI DISCRIMINATION
CONTRACTOR 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, or national origin, or physical or mental
handicap where the handicap does not affect the ability of an
individual to perform in a position of employment and to abide
by all Federal and State laws regarding non - discrimination.
14. NON WAVIER
Any waiver 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 DISTRICT from declaring a forfeiture for any
succeeding breach either of the same conditions or covenants or
otherwise.
15. CONTRACTOR - GENERAL
The CONTRACTOR warrants that it is authorized by law to engage
in the performance of the activities encompassed by the scope
of work 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.
Each of the signatories for the CONTRACTOR, below, certifies
and warrants that:
a. The CONTRACTOR'S name in this Agreement is the full name
as designated in its corporate charter, if CONTRACTOR is a
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corporation; otherwise CONTRACTOR "S name is the business
enity, whether partnership of sole proprietorship, under
which CONTRACTOR normally conducts business.
b. They are empowered to act and contract for the CONTRACTOR,
and
c. If the CONTRACTOR is a corporation, this Agreement has
been entered into by an officer of the corporation
authorized by the corporate charter or by laws to enter
into agreements of this type.
d. CONTRACTOR has, executed a sworn statement under F.S.
287.133 (3) (a), on public entity crimes. Said statement
is a part of the attached bid and a copy on file in the
Fire Marshal's Office /Clerk of Court for the calendar year
1994.
16. ENTIRE AGREEMENT
This Agreement and the attachments hereto constitutes the
entire agreement of the parties hereto with respect to the
subject matter hereof and superseded any and all prior
agreements with respect to such subject matter between
CONTRACTOR and the Fire Marshal's Office or the DISTRICT.
17. CONSENT TO JURISDICTION
This Agreement, its performance, and all disputes arising
hereunder, shall be governed be the laws of the State of
Florida and both parties agree that a proper venue for any
action shall be Monroe County.
18. CONDITIONS OF TERMINATION:
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.
b. If the CONTRACTOR 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 60 days. The notice shall specify cause.
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If the DISTRICT suffers damages due to the CONTRACTOR's
failure to perform, the CONTRACTOR will remain liable after
termination and the DISTRICT can affirmatively collect
damages. Nothing herein shall be construed as restricting
the DISTRICT'S right to proceed against the CONTRACTOR'S
performance bond or right to liquidated damages.
19. INSPECTION AND CORRECTIONS
The DISTRICT shall have the right to inspect both the chassis
when received and the fire apparatus at the factory and at the
time and place of delivery. Time limited on acceptance and
discrepancy correction shall be as stated in section 2.14 of
attached Specification. In the event of any claimed defects in
the fire apparatus or deviations from specifications, the
CONTRACTOR shall have the necessary time to inspect the fire
apparatus and make any necessary changes or corrections. In the
event of any defect in the chassis, the CONTRACTOR, as agent
for the DISTRICT, shall contact the manufacturer of the chassis
and advise them of any necessary changes or corrections
needed. DISTRICT may elect to contact the chassis manufacturer
directly with regard to defects or deviations from
specifications. Nothing in this paragraph shall affect any
warranties for the apparatus, patent and royalty
indemnification, or any other obligation of the CONTRACTOR
under this agreement (including the Specifications which are a
part hereof) extending beyond the date of the DISTRICT'S
acceptance of the apparatus.
20. WARRANTY
All warranties that are stated in section 2.9 of the
specifications are required as a part of this contract.
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IN WITNESS WHEREOF, the parties hereto have executed this
contract the day and year first above written.
BOARD OF GOVERNORS
OF MONROE COUNTY
BY:
MAYOR
(SEAL)
ATTEST: Danny L. Kolhage, Clerk
,aold e
CLERK
Emergency One,Incorporated
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AUTHOR ED REPRESENTATIVE
WITNESS:
E an A
APPROW .AS n r""'+
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