03/21/2012 AgreementDANNY L. KOLHA GE
CLERK OF THE CIRCUIT COURT
DA TE: March 29, 2012
TO: Judith S. Clarke, P.E.
Director
ATTN: Tina LoSacco
FROM: Isabel C. DeSantis, D. C. ;6y
At the March 21, 2012, Board of County Commissioner's meeting, the Board granted
approval and authorized execution of the following:
Item C26 Contract with ADT Security Services, Inc. for the Duck Key Security System
Installation and Maintenance project.
Attached is a fully- executed copy of the above - mentioned document for your handling.
Should you have any questions, please do not hesitate to contact our office.
Cc: County Attorney
Finance
File ✓
STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND CONTRACTOR
THIS AGREEMENT (the "Agreement") is entered into this ay of , 2012 by
and between ADT SECURITY SERVICES, INC. ( "ADT" or "Contractor"), whose address is
1501 Yamato Road, Boca Raton, FL 33431 and MONROE COUNTY BOARD OF COUNTY
COMMISSIONERS ( "Customer" or "Owner") whose address is 1100 Simonton Street, Key
West, FL 33040. Customer and ADT agree as follows:
1. Scope of Work. ADT agrees to provide all equipment, supplies and necessary labor to
install a video surveillance ( "Video ") and /or access control ( "Access ") systems or equipment
and low voltage cable (hereinafter referred to individually or collectively as the "Equipment ")
in accordance with ADT's proposal attached hereto as Attachment A and pursuant to the
terms and conditions of this Agreement. Only Video and /or Access Equipment and Services
shall be provided by ADT under the terms and conditions of the Agreement. If any other
equipment or services are requested by or provided to Customer, then such equipment and
services shall be provided under a separate written agreement executed by Customer and
ADT, or in the absence of such other written agreement, pursuant to ADT's Standard Terms
and Condition posted at www.ADT.com
2. Term of Contract (Date of Commencement and Substantial Completion). The
commencement date of this contract shall be the date specified in the Notice to Proceed
issued to the Contractor by the Owner. The Contractor shall achieve Substantial Completion
of the Installation not later than 90 days after the date of commencement. The term of this
contract shall for a five (5) year period beginning on the Commencement Date and ending
five years thereafter. ADT and customer shall have the option to renew this contract after five
(5) years, upon written agreement by the parties.
3. Contract Sum. The customer shall pay ADT for the performance of the contract, Duck
Key Security System Installation and Maintenance, Thirty Nine Thousand Nine Hundred Two
and 52/100 Dollars ($39,902.52) for Installation and Three Hundred Eleven and 50/100
Dollars ($311.50) per month for quality service plan maintenance commencing once the
system is operational.
4. Progress Billing and Payment. ADT may invoice Customer for progress billings based
upon Equipment delivered or stored, and Services performed before completion of the
installation or activation of the Equipment. ADT may invoice Customer on a monthly basis for
payment for quality service plan maintenance commencing once the system is operational.
Until Customer has paid ADT in full for Equipment, Customer grants to ADT a security
interest in the Equipment and all proceeds thereof to secure such payment. Payment shall
made pursuant to the Local Government prompt payment Act 218.735. Unit Prices, if any,
are as specified in ADT Commercial Security Solutions Proposal. Monroe County's
performance and obligation to pay under this contract is contingent upon an annual
appropriation by the Board of County Commissioners.
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5. Export Control. Customer shall not export or re- export, directly or indirectly, any: (i)
product or service provided under this Agreement; (ii) technical data; (iii) software; (iv)
information; or (v) items acquired under this Agreement to any country for which the United
States Government (or any agency thereof) requires an export license or other approval
without first obtaining any licenses, consents or permits that may be required under the
applicable laws of the U.S. or other foreign jurisdictions, including the Export Administration
Act and Regulations, and shall incorporate in all export shipping documents the applicable
destination control statements.
6. Equipment Software. Any software provided with the Equipment or in connection with
the Services is licensed or sublicensed to Customer on a non - exclusive basis subject to the
terms of any applicable End User License Agreement. Ownership of the software shall
remain with ADT and /or ADT's supplier(s).
7. Warranty. Any original part of the Equipment (as distinguished from the software)
installed under the Agreement which proves to be defective in material or workmanship
within one (1) year of the date of the earlier of (a) completion of the installation or (b)
Customer's first use ( "Warranty Period "), will be repaired or replaced, in ADT's sole
discretion, with a new or functionally operative part. Labor and materials required to repair or
replace such defective components will be furnished at no charge during the Warranty
Period. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. Indemnity and Limitations of Liability.
(a) ADT shall defend, indemnify and hold Customer, its corporate affiliates, and their
respective officers, directors, agents and employees harmless from damage, liability and
expense resulting from the negligent acts or willful misconduct of ADT's agents and
employees committed while performing Services on Customer's premises, to the extent that
they are the direct cause of the loss, damage or injury to third parties or Customer's property
(e.g. equipment dislodging and striking a third party due to improper installation), as opposed
to being caused by an occurrence or the consequences therefrom that the Equipment or
Services were intended to deter, detect or avert.
(b) If Customer uses the Equipment and /or Services to aid in monitoring or controlling the
location or activities of persons on or about its property and premises, Customer
acknowledges that the Equipment and /or Services are not intended to be the sole means for
doing so. ADT's Equipment and Services do not cause and cannot eliminate occurrences of
the events they are intended to deter, detect, avert or record. ADT is not an insurer against
such events and the amounts ADT charges Customer are not insurance premiums. Such
charges are based upon the value of the Equipment and Services ADT provides and are
unrelated to any such risk of loss. ADT does not undertake and assumes no liability for such
risk by providing the Equipment and /or Services. If ADT is nevertheless found liable under
any legal theory for loss, damage or injury caused directly or indirectly by occurrences or the
consequences therefrom which the Equipment and /or Services are intended to deter, detect,
avert or record, ADT's liability for all such claims shall be limited in the aggregate to the sums
paid by Customer for the Equipment or Services at issue as Customer's sole remedy. ADT is
not responsible for the preservation of any computer programs or data and Customer is
responsible for maintaining adequate back -ups.
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(c) Subject to the provisions of Florida law per F.S.768.28, Customer shall defend,
indemnify and hold ADT, its corporate affiliates, and their respective officers, directors,
agents and employees, harmless from damage, liability and expense to the extent that any
such loss is not directly caused by the negligent acts or willful misconduct of ADT's agents
and /or employees, or arises out of any claim related to invasion of privacy, infliction of
emotional distress, harassment, violation of eavesdropping/wiretapping laws or similar claims
arising out of Customer's use of the Equipment and /or Services.
(d) Subject to the provisions of Florida law per F.S. 768.28, in no event will either
Customer or ADT be liable for any consequential, incidental, or special damages of any kind
or nature (including but not limited to injury or damage to business, person or property)
arising out of any performance of the Agreement, even if the parties are advised of the
possibility of such damages.
9. Insurance. ADT shall maintain General Comprehensive Liability and Automobile Liability
Insurance of $2,000,000 for each occurrence and $4,000,000 in the aggregate and Worker's
Compensation coverage as required by the applicable state authority. ADT's insurance
shall be primary and non - contributory to the extent of ADT's negligence or other wrongful
conduct. Aggregates are not per project, nor per site. If the Customer's Agreement requests
that Customer or the premises owner or manager is named as additional insured, ADT
agrees to name such party as an additional insured with respect to the general and
automobile policies but only to the extent resulting from ADT's negligence as set forth under
paragraph 6 of this Amendment.
10. Delays; Force Majeure; Hazardous Substances. ADT assumes no liability for delays in
installation or service of the Equipment or for the consequences therefrom, however caused,
or for interruptions of service or for the consequences therefrom due to strikes, riots, floods,
acts of God or any causes beyond the control of ADT. If any hazardous or toxic substances
are encountered at the work site, ADT will not be required to install or service the Equipment
at such site.
11. Safety Act Waiver. Certain of ADT's systems and services have received certification
and /or designation as Qualified Anti - Terrorism Technologies ( "QATT ") under the Support
Anti - terrorism by Fostering Effective Technologies Act of 2002, 6 U.S.C. §§ 441 -444 (the
"Safety Act "). As required under 6 C.F.R. 25.4(e), to the maximum extent permitted by law,
ADT and customer hereby agree to waive their right to make any claims against the other for
any losses, including business interruption losses, sustained by either party or their
respective employees, resulting from an activity resulting from an "Act of Terrorism" as
defined in 6 C.F.R. 25.2, when QATT have been deployed in defense against, response to,
or recovery from such Act of Terrorism.
12. FARs. ADT supplies "commercial items" within the meaning of the Federal Acquisition
Regulation (FAR), 48 CFR Parts 1 -53. As to any customer order for a U.S. government
contract or funded directly or indirectly with Federal funds, ADT will comply only with the
following mandatory flow -downs for commercial item subcontracts pertaining to Utilization of
Small Business Concerns, Equal Opportunity, Affirmative Action, and Veterans Employment:
52.219 -8; 52.222 -26; 52.222 -35; 52.222 -36; and 52.222 -37.
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13. Authority. Customer represents that Customer owns the premises in which the
Equipment is being installed or otherwise has the authority to engage ADT to carry out the
installation in the premises pursuant to the Agreement.
12. Quality Service Plan ( "QSP ") /Maintenance; Testing /Inspections Service.
1. Quality Service Plan ( "QSP ") /Maintenance.
(a) If QSP /Maintenance Service is purchased, ADT will, upon Customer's request, provide
and bear the expense of ordinary maintenance and repair of the Covered System(s) for
issues arising out of normal wear and tear. The expense of all extraordinary maintenance
and repair necessitated by or due to changes or alterations in the Customer's premises,
alterations to the System made by Customer, or made necessary by damage to the premises
or to the alarm system, or to any cause beyond the control of ADT, will be borne by the
Customer. Customer will furnish, at Customer's expense, any necessary electric current and
will furnish an outlet within 10 feet of the ADT Control Panel.
(b) QSP /Maintenance Service on the following devices will only be provided on a time and
material basis: (1) window foil, (2) security screens, (3) any exterior mounted devices, (4)
PROM (Programmable Read Only Memory), (5) batteries, and (6) "Conditions" not covered
by warranty listed in Section B above.
(c) ADT's obligation to perform QSP /Maintenance Service relates solely to the Covered
System(s) and ADT is in no way obligated to maintain, repair, service, replace, operate or
assure the operation of any device or devices not Covered by QSP /Maintenance. ADT is not
liable for any loss due to water intrusion, mold, fungi, bacteria, or wet or dry rot.
(d) If Customer does not purchase QSP /Maintenance Service before the expiration of the
System Warranty, ADT will provide QSP /Maintenance Service only after inspecting the
System and making any necessary repairs or replacements to bring the System in
compliance with ADT's specifications and /or the standards set by any applicable laws, codes,
or regulations. Customer will pay for any related labor and /or materials for such work at
ADT's then applicable rates.
(e) QSP /Maintenance Services purchased will be furnished between 8:00 A.M. and 4:30 P.M.
Monday through Friday, except holidays. ADT's obligation to provide Preventative
Maintenance Service is conditioned upon the continued availability of the original System
component(s) from the original manufacturer.
2. Testing /Inspections. ADT will provide the number of inspections /tests of the Equipment
as specified in any Order. Inspections/Testing shall be performed between ADT's normal
working hours of 8:00 A.M. and 4:30 P.M., Monday through Friday, except federal holidays,
unless otherwise mutually agreed in advance by the Parties and subject to EXCLUSIONS set
forth above for Maintenance Service.
13. Select View Manaaed Video Services As described herein (collectively and
individually, "Video Services ") will be provided according to the service level purchased by
Customer at the locations, dates, levels, rates and details set forth on the attached Schedule A .
All such Video Services constitute "Services" and any related equipment constitutes
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"Equipment" under the Agreement. ADT's provision of Video Services depends on Customer's
purchase and activation of ADT's signal event and alarm monitoring services, video
surveillance equipment, audio capture, and /or notification /broadcast equipment/link(s)
capable of capturing and transmitting unobstructed audio /video data from within the physical
confines of the monitored premises under surveillance ( "Premises "). ADT's provision of such
Video Services depends on ADT's receipt of such audio /video feeds from surveillance
equipment located on the Premises and Customer's access to such audio/video data feeds
through ADT's Select View Portal. For Video Services provided, ADT may, in its sole
discretion, modify any audio statements or announcements and conduct dialogue with
persons on the Premises as ADT deems appropriate. ADT has no liability for statements
made, dialog conducted, delay or misinterpretation in determining whether or not an activity
is criminal. ADT uses reasonable care during installation, repair and maintenance services;
nevertheless, due to possible human error, mechanical and /or electrical defects,
maladjustments, and /or system failure, ADT cannot and does not warrant continuous or
effective operation of the installed surveillance equipment. Customer is responsible for
ensuring surveillance equipment (i.e., cameras and microphones) have
unobstructed reception of covered areas on the Premises. Customer understands that, ADT
may transmit, record, store, provide, and receive unencrypted data, audio and images via the
Internet while performing the Video Services ( "Transmissions "), including, but not limited to,
live pictures and video of the Premises. ADT does not warrant the integrity, accuracy,
confidentiality, or security of Transmissions with regard to unauthorized or unintentional use,
disclosure, corruption, interception, or otherwise (collectively, "Security Risks "). Customer
hereby assumes and releases ADT of and from all Security Risks and any damages and
liability therefore. ADT may provide Customer with stickers, signs, or other Service notices
(collectively, "Signs ") indicating that ADT or Customer are remotely monitoring or recording
persons on the Premises. Customer will prominently display such Signs on each monitored
Premises. Notwithstanding the foregoing, Customer will be and will remain responsible for
the sufficiency and enforceability of such Signs. Telecommunication charges for installation
and Video Services are the sole responsibility of the Customer. VIDEO SERVICES MAY
INCLUDE THE RECORDING OF VIDEO DURING CONNECTION TO CUSTOMER AT THE
ADT CMC AND MAY INCLUDE AUDIO RECORDING FROM THE SITE DURING
CONNECTED PERIODS. CUSTOMER ACKNOWLEDGES THIS RECORDING WILL BE
DONE AND AGREES TO FULLY AND CONSPICUOUSLY NOTIFY THEIR ON -SITE
PERSONNEL, EMPLOYEES, AND ANY OTHER PERSONS ON THE CUSTOMER'S
PREMISES OF THIS FACT BY LEGIBLE SIGNS AND OTHER APPROVED
COMMUNICATIONS. SUBJECT TO F.S. 768.28, THE CUSTOMER SHALL INDEMNIFY
AND SAVE HARMLESS, AND AT ITS OWN COST AND EXPENSE DEFEND ADT FROM
AND AGAINST ANY AND ALL DAMAGES, LIABILITIES AND COSTS OR EXPENSE OF
ANY KIND ARISING OUT OF OR FROM ANY PHOTOGRAPH, VIDEO RECORDING, OR
AUDIO RECORDING TAKEN BY SUCH VIDEO /AUDIO EQUIPMENT OR FOR ANY
REASON OUT OF THE RELEASE, REPRODUCTION, CIRCULATION, PUBLICATION OR
USE OF ANY SUCH VIDEO /AUDIO RECORDINGS BY ANYONE, INCLUDING BUT NOT
LIMITED TO CAUSES OF ACTION FOR PERSONAL INJURY, FALSE ARREST, FALSE
IMPRISONMENT AND MALICIOUS PROSECUTION.
14. ADT Select View Portal Upon activation of Customer's Select View Video Services
account, receipt of any required log -on credentials and /or passwords, and acceptance of any
associated Website Terms of Use, Customer may access video data captured and
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transmitted by the System through the ADT- hosted web portal for up to three months after
such data is captured. If the System includes a local recording device capable of storing such
data (the "Local Device "), Customer may, at its option, download the data onto the Local
Device. Maintenance of the Local Device(s) and the data stored therein is the responsibility
of Customer.
15. You acknowledge that a number of factors in your Premises which are outside of
ADT's control such as low light conditions, power outages, interference from other electrical
appliances, Internet service issues such as download speed or interruptions or failure of
Internet service, can affect your ability to view and record images. You further acknowledge
and agree that ADT makes no representations, promises or warranties with regards to and
that you have reviewed and found acceptable the placement, image quality, resolution,
clarity, color or other viewing attributes of any camera or recording devices installed by ADT
under the Contract or this Rider.
16. Audits. ADT will maintain, in accordance with generally accepted accounting
principles and applicable law, accurate and complete invoices and service tickets necessary
to enable ADT to demonstrate compliance with its obligations under this Agreement. ADT
will maintain such records for a period of four (4) years after expiration or termination of the
Agreement.
16. Governing Law. This Agreement will be governed by the law of the State of Florida
in which the work is to be performed. 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 shall lie in the appropriate court of before the appropriate
administrative body in Monroe County, Florida. This Agreement shall not be subject to
arbitration.
17.Successors and Assigns: Neither party may assign any of its rights or obligations
hereunder without the prior written consent of the other party except that either one of the
parties may assign their rights and obligations under this agreement without the approval
of the other party to any of their affiliates, subsidiaries or parent companies or to an entity
other than an affiliate, subsidiary or parent company that (a) acquires substantially all of
the assets or stock of, merges or consolidates with or into, or acquires a controlling
interest in them and (b) expressly assumes in writing that party's obligations and
responsibilities hereunder. Any attempted assignment that does not comply with the
terms of this section will be void. Notwithstanding the foregoing, ADT reserves the right to
subcontract any of its obligations under this Agreement without notice to or consent from
Customerl8. 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.
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19. Attorney's Fees and Costs: The 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 court costs, as an award against the non -
prevailing party, and shall include attorney's fees and courts costs in appellate
proceedings. 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. If, within ten (10) business
days after the initial Mediation meeting, the parties have not succeeded in negotiating a
resolution of the dispute, either party may initiate legal action in a court of competent
jurisdiction.
20. 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: 1) 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 patent 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) Monroe County Code Chapter 13, Article VI, which prohibits
discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual
orientation, gender identity or expression, familial status or age; 11) Any other
nondiscrimination provisions in any Federal or state statutes which may apply to the
parties to, or the subject matter of, this Agreement.
21. The Equal Employment Opportunity clause in Section 202, Paragraphs 1 through 7 of
Executive Order 11246, as amended, relative to equal employment opportunity and the
implementing Rules and Regulations of the Office of Federal Contracts Compliance, and
the Vietnam Era Veteran's Readjustment Act of 1973, as amended, are incorporated
herein by specific reference.
22. Covenant of No Interest: County and Contractor covenant that neither presently has
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any interest, and shall not acquire any interest, which would conflict in any manner or
degree with its performance under this Agreement, and that only interest of each is to
perform and receive benefits as recited in this Agreement.
23. Code of Ethics: 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.
24. No Solicitation /Payment: The 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.
25. Public Entities Crimes By signing this Agreement, Contractor represents that the
execution of this Agreement will not violate the Public Entities Crime Act (Section
287.133, Florida Statutes). Violation of this section shall result in termination of this
Agreement and recovery of all monies paid hereto, and may result in debarment from
County's competitive procurement activities.
26. Public Access. Customer and ADT shall allow and permit reasonable access to, and
inspection of this Agreement and any service tickets or invoices specifically related
thereto in its possession or under its control subject to the provisions of Chapter 119,
Florida Statute, in conjunction with this Agreement.
27. Non - Waiver of Immunity. Notwithstanding the provisions of F.S. 768.28, the
participation of the Customer and ADT 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 County's waiver of sovereign
immunity, nor shall any contract entered into by the County be required to contain any
provision for waiver.
28. Privileges and Immunities: All of the privileges and immunities from liability,
exemptions from laws, ordinances, and rules, 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.
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29. Legal Obligations and Responsibilities: Non - Delegation of Constitutional or
Statutory Duties. 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.
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. No third Party Beneficiaries: Nothing contained herein shall create any relationship,
contractual or otherwise, with or any rights in favor of, any third party.
32. Attestations: Contractor agrees to execute such documents as the County may
reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a
Drug -Free Workplace Statement.
33. 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.
34. 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 the parties hereto may execute
this Agreement by signing any such counterpart.
35. 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.
36. Adjudication of Disputes or Disagreements: The Owner and Contractor agree that
all disputes and disagreement shall be attempted to be resolved by meet and confer
sessions between representatives of each of the parties. 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 public meeting of the Board of County Commissioners. If the issue or issues
are still not resolved to the satisfaction of the parties, then any party shall have the right to
seek such relief or remedy as may be provided by this Agreement or by Florida law. This
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provision does not negate or waive the provisions of Paragraph X concerning
cancellation.
37. Cancellation and Termination: In the event that the Contractor shall be found to be
negligent in any aspect of installation, stocking, maintenance, repair, or service, the
County shall have the right to terminate this agreement after five days written notification
to the Contractor. The Contractor or Customer may terminate this agreement without
cause by providing written notice of termination at least (60) days prior to the date of
termination.
38. Notice Requirements: Any notice required under this agreement shall be in writing
and hand delivered or mailed postage prepaid, to the other party by certified mail, return
receipt requested, to the following:
ADT Security Services, Inc. Monroe County Engineering Services
10785 Marks Way 1100 Simonton Street
Miramar, FL 33025 -3976 Key West, FL 33040
39. 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, 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.
40. Controlling Terms. The terms and conditions of this Agreement shall supersede any and
all conflicting or inconsistent terms and conditions of the ADT PROPOSAL, THE
REQUEST FOR PROPOSAL FOR DUCK KEY SECURITY SYSTEM INSTALLATION
AND MAINTENANCE, THE REQUEST FOR QUALIFICATIONS, and any other
associated document.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day
and year first above written.
MONROE COUNTY BOARD OF
COUNTY COMMISSIONERS
"Customer"
By:
Mayor /Chairman .�;
(SEAL)
BY -!M , C.. &ft-j m►�
Deputy Cte*
-
t�lduu SO 10
S/ (01 ,
ADT SECURITY SERVIdeS, INC.
By: o
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Witnesses for ADT
Witnessl : Gr
MY COMMISSION II EE 100616
EXPIRES: June 6, 2015
1�a - 1B=WTlxuBudgetN�
Witness 2:
Attachment: Schedule A
SCHEDULE A
QILWFrM QENW
* * MY COMMISSION f EE 100616
EXPIRES: June 6, 2015
1 04
CUSTOMER PREMISES TO BE SERVICED
LOCATIONS, DATES, SERVICES PURCHASED, RATES AND DETAILS
Locations (physical street
address, city, state, zip
code, Premises telephone
number)
Customer's
Authorized
Representative
(Name and
Telephone
Number)
Service
Start Date
Services
Selected
Annual Service
Charges
11
12
ACCORD CERTIFICATE OF LIABILITY INSURANCE pB3/6/a"20 2 "A
THIS CERTIRCATE IS ISSUED AS MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER
IMPORTANT: If the certificate holder is an ADDDIONAL INSURED,the policyges)mast be endorsed It SUBROGATION IS WAIVED,subject to
Me terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not minter rights to the
certificate holder in lieu of such endorsement(s).
ProOucaR RAMP Bhavna Chauhan
Marsh USA Inc. RIME (212) 395-B735 FAX (2121 946-6852
1166 Avenue of the Americas ADDRESS Please see bottom of 2nd page
New York,NY 10036 nausea )AFFORDING COVERAGE HNC
INSURER A AGCS Marine Insurance Company(Milani) 22837
INSURED INSURER B: CHARTIS CASUALTY COMPANY 40258
INSURER C: Commerce 8Industry Ins Co. 19410
ADT Sewdly SeMoeS,Inc. INSURER D: Illinois National Insurance Co. 23817
10785 Marks Way INSURER E Nan Union Fire Ins Co.of Pittsburgh,PA 19445
Miramar,FL 33025 INSURER F: New Hampshire Ins Co. 23841
United States
COVERAGES CERTIFICATE NUMBER:958290-A REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT.TERM OR CONDiON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR 1YPEOFwSI NCE /V)IA POLKA 6i W OO EIP LIMB
LTR 3N-R ww POLICYNuregR IeWROIYTAI Irucpftp
r GENERAL LIABILITY X GLEAMED/(PINMry Ell) 10/1/2011 10/1/2012 EACHOCCORNENCE S 51,000,000.00
neuw.P10RkNTFD $1.OW.00000
X WLwERCML GENERAL LIABIIRY PREWEES WA Wylie el 3
CLAIMS-NDE X OCCUR SED SO'VW w MASON f 510,000.00
IP V RBX CiEA£tl OWNERS E CONTRACTORS PROF PERSONAL&AW INJURY S S1,002.000.00
W (YNERALS-Cat. AJAGGREGATE S 2F00,000.00
GEHL AGGREGATE LSAT APPLIES PER PRODUCTS-CCNPP MG S $2,000.000.00
X POLICY Jpc( LOC COMBINED^NLIGIFLWR a
E AUTOMOBILEWNUtt X CA 3506464 (AIL Other Slates) 10(1R011 10/1/2012 Eno:Nerd) I 51,000,000.00
X I ANY AUTO CA350E465(MA) 10112011 10/12012 eooav INJURY(Per plasm) $
E — ALL OWNED — SCHEDULED CA 3506468 (VA) 10112011 10/12012 BOOBY ve.IURY(Pwe 14ea) $
F AUTOS _ AUTOS CA350646 (NH)(PdnNy EL) 10/12011 10/12012
NONOV4EO PROPERTY(SWAGE f
X HIRED AUTOS X AUTOS (PIN=Mob
NEW HAMPSHIRE(CSU S S250,000.00
WABRELLAIJB _ OCCUR EACH OCC(Mnnrs $
MESS LIAR CLAIMSA/ADE ADIMEHATE PRODUCTS- S
DEO RETENTIONS NEW HAMPSHIRE(CSL) $
WORKERS nummalIN WC 0158114005(CT,GA.PASC) 1W1/2011 1012012 x Mar- I OPM
B ANO IMPLOYERSUANLITY V/N WC 015884006(FL) 10/12011 10/V2012
C ANY PROPRIETdtPARTNF2EXECUm'E WC 015B04W6(MI) EL EACH ACCIDENT S 82.00000000
D CERCERAIELMER(=CLUMP( O NIA 10/1/2011 02
16M2011 1M2012
E pusectnery
bIn MI Mod WC 0lS8&44(CA)
e WC 01586400 (AA Oawr Slates) 1W12M1 10/12012 EL DISEASE-FA PLGYFEf $2.000.000.00
F OESCPIPTGN OF OPERATORS belowEL DISEASE-POLICY MINI S $2.000,000.00
A Builder's RifklunlalalirVContactWoht OC&OCW111128600 10/12011 10/12012 USD$1,000.00000PN)oldIe
A Rental Equipment/comrades Equimenl CC a OCW0112E1600 10/12011 10/12012 USD$1.000.00000 perlobSte
A Blanket Transit CC flOCW 911211600 10/112011 10/12012 USD S1.00000100 Ieroswayace
esSeminpK OF OP/MATRONS/LOCATORS,viENCLS9 WMtb AMORO 101,AMCpotl Rants SdSS,I more epees M required)
Please refer to attached ACORD 101 for further remarks.
CERTIFICATE HOLDER CANCELLATION
Monroe County BOCC SIIDOM ANY OF THE ABOVE DESCRBED POLICIES BE CANCELLED BEFORE
1100 Simonton Street Rm 216 THE CONFLATION DATE THEREOF. NOTICE WILL BE DELIVERED IN
Key West,FL 33040 ACCORDANCE WITH THE POLICY PROVISIONS.
United Slates
A�m/MRIID REPRESENTATIVE ,( �� r�1k Sy LL
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01988-2010 ACORD CORPORATION. All rights reserved.
ACORD 25(2010/05) The ACORD name and logo am registered marks of ACORD