The URL can be used to link to this page

Item C41 C.41 BOARD OF COUNTY COMMISSIONERS County of Monroe Mayor Sylvia Murphy,District 5 The Florida Keys � � �l'U � Mayor Pro Tern Danny Kolhage,District 1 �pw° Michelle Coldiron,District 2 Heather Carruthers,District 3 David Rice,District 4 County Commission Meeting August 21, 2019 Agenda Item Number: C.41 Agenda Item Summary #5943 BULK ITEM: Yes DEPARTMENT: BOCC District 4 TIME APPROXIMATE: STAFF CONTACT: Tamara Lamarche(305) 289-6000 9:OOAM AGENDA ITEM WORDING: Approval of Agreement with Johnson Controls for installation of 4 security cameras, to replace existing analog cameras with digital cameras, to be utilized by the Duck Key Security District. The Agreement provides that the upgraded cameras will be covered under the maintenance agreement. ITEM BACKGROUND: The(analog) cameras were installed and included in the original Tyco Agreement dated 3/6/2018. (See Attached) The Tyco Agreement was later assigned to Johnson Control (See Attached Consent to Assignment And Amendment to Agreement dated 11/20/18). The maintenance of the new digital cameras will be covered under the agreement dated 3/6/18. The installation agreement that is before the Board for approval includes language that maintenance will be included, and that it is a rider to the original agreement. The Duck Key Security District Advisory Board voted to approve the installation of the upgraded cameras at its July 22, 2019 meeting. (See attached minutes) PREVIOUS RELEVANT BOCC ACTION: Approval of previous maintenance contracts. CONTRACT/AGREEMENT CHANGES: Amended Maintenance Agreement to cover 4 upgraded cameras STAFF RECOMMENDATION: DOCUMENTATION: Duck Key Overview Camera Installation Upgrade 2019 Tyco Agreement exec 2018 Consent to Assignment Executed DKSAB minutes 7-22-19 revision 2 approving purchase of cameras FINANCIAL IMPACT: Packet Pg. 1014 C.41 Effective Date: 8/21/2019 Expiration Date: 2023 Total Dollar Value of Contract: $8,024.99 (digital cameras & installation) Total Cost to County: $8,024.99 Current Year Portion: $8,024.99 Budgeted: Yes Source of Funds: Duck Key Security Taxing District, #001-04501 CPI: No Indirect Costs: NA Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No If yes, amount: Grant: No County Match: No Insurance Required: Additional Details: Cost of(4) camera upgrades is available in Duck Key Security District Budget. 09/18/19 152-04501 - DUCK KEY SECURITY SP DIS $8,024.99 Camera Upgrades (4) REVIEWED BY: David Rice Skipped 08/08/2019 12:01 PM Christine Limbert Completed 08/08/2019 12:52 PM Kathy Peters Completed 08/08/2019 1:00 PM Board of County Commissioners Pending 08/21/2019 9:00 AM Packet Pg. 1015 11111111111111111111111111111111111 06 Johnsono 4ft 4M 4ft C3 LA Controls COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO.. JOB NO. PO O. ESTIMATE NO, 0 0122-HOMESTEAD,FL 112203661 1-4 AC 0 Un DATE 8170119 0 Johnson Comfirds Security,Solutions LLC("Johnson Monroe County and of County Commissioners Controls') dfista:Duck Key Security District,Camera System Installation Theodore Belloise and Maintenance 3054 Corporate Way, ('"Customer*) gun B3misea§erviced Mirdmar;.FL 33025 Gus ftna InIgOOM 1100 Simonton SI,#1.213, Tele No.(305)834,9419 1100 Simonton St.#1-213, Key West,FL 33(AD Key West,FL 33040 Attn:Clark Briggs A Tele.No,(305)292-4466 Tele,No. This Commercial Sales Agreement Is between Customer and Johnson Controls Security Solutions LLC("Johnson Controls')effective as at ft date signed by Customer, By entering Into this Agreement,Johnson Controls and Customer agree to the Terms and Conditions contained In this Agreement-The Equipment andlor Services,collectively the System($) covered underthis Agreement Islare listed In the attach ule(s)of Protection I Scope of Work(*SOW"). I. THE FOLLOINING DOCUMENTS ARE ATTACHED TO THIS AGREEMENT AND ARE INCORPORATED BY REFERENCE: (a) Hazardous Substance ChwJdist and Customer Letter (e) State Spedfic Forms,if appikable(e.g"local permit applications) (b) Scope of Work!Schedule(s)of Protection (1) Customer Installation Ameplance Form(specific to Equip mentlServices purchased) (r) Terms and Conditions (g) lfmulfi0e trans,weada0edscheduL- (d) Additional Terms and Conditions It. CHARGES AND FEES;TAXE&Customer agrees to pay the total Equipment purchase price andlor installation charges set forth in the Scope of WladdSchedule of Pircitection plus applicable "Fees"and'Taxes'as defined be rinstallabon CKW).Upon acceptance of this Agreement,Customer Wit pay to Johnson Controls the installation charge deposit("Installation Charge Deposit), it any,set forth in the SCOPE OF WORK1SCHEDULE OF PROTECTION. Johnson Controls may invoice Customer for progress billlings based upon Equipment andlor System components delivered Un or stored,andlier Services performed before completion of the System/Equipment installation,activation of the System,connection to the CMC,or any other Smce(s) All outstanding Installation 6 Charges andlor Fees shall be due and payable upon completion of the installation of the EquipmentlSystern and as a precondition to activation of System and,if applicable,connection to Johnson 0 Controls Central Monitoring Center('CMC')or any other Service(s) Any changres in the STATEMENT OF WORK I SCHEDULE OF PROTECTION made by the Customer after execution of this 4) Agreement must be agreed to by Johnson Controls and the Customer in writing and may be subled to additional charges,fees andbr taxes Any equipment ordered by Customer by a-mall or telephone order shall be subject to terms and conditions at the Agreement and may be subiecil to shipping,handing,andlor restocking fees.For the Service,,$)provided as indicated in this Agreement,Custornar agrees to pay Charges per annum self in the SCOPE OF WORKISCHEDULE OF PROTECTION(the"Annual Service Charges'),payable in advance Quarterly �e plus applicable Taxes for 0 yeaqs)(the"Initial TeW)effective from the date such Service is operative under this Agreement Until Customer has paid Johnson Controls the Installation Charge and 19 Fees,and Taxes in full,Customer grants to Johnson Controls a security interest in he Equipment and all proceeds thereof to secure such payment After the Initial Term this Agreement shall 0 automatically renew on alas Annual basis unless terminated by either party upon virritlen notice at least thirty(30)days prior to the anniversary date.Johnson Controls shall have the fight to inaVase m Annual Service CharNs)after one(1)year,For termination prior to the end of the Initial Term,Customer agrees to pay,In addition b any outstanding Fees and charges for S ice(s)rendered pnor to termination, 90%of the Annual Service Charge(s)remaining to be paid for the unexpired term of the Agreement as liquidated damages ImA not as a penafty, Addilionally,Customer agrees to pay Co any assessments,taxes,fees or charges imposed by any governmental body,telephone,communication or signal transmission company such as fake alarm penifting or conneclan feps,,or T- administsafion fees or service charges assessed by Johnson Contra[&related to ANJ requirements andfor r1anges to applicable saws,the need b reprogram alarm controlsMevices to comply with C14 area code,signal transmission,numbering or other changes relating to the installed Equipment andtor Servioa(s)provided under this Agreement('FeW) Customer is solely responsible to pay as 0 applicable sales,use and/or similar taxes imposed by any taxing or governmental authority on the Equipment,System andfor Samces provioded hereunder(°Taxes")unless Customer provides to Johnson Controls a valid W exemption certificate authorized by an appropriate taxing authority. If Customer fails to provide a valid tax exemption certificate Customer shall remain hable for the payment of any such Taxes until paid in full, CD Ill. ENTIRE AGREEMENT;CUSTOMER ACCEPTANCE: This Agreement,together with all of its wrinen Amendments,Riders,Scope of Work andlor Exhibits,constitutes the entire agreement between the Customer and Johnson Controls relating to the subject matter he real and supersedes any prior or contemponmeous oral or written agreements and understandings The terms and conditions of this Agreement Wit prevail met any conflicting,inconsistent or itonal terms and/or conditions contained in any purchase order,agreemeni,or other document issued by Customer in 0 signing this Agreement,Customer is not relying on any advice,advertisements,at oral representations of Johnson Controls and agrees to be bound to the terms and conditions contained h atl Me pages of the Agreement.Customer agrees that any representation,promise,condition,inducement or warranty,express or implied,not included in this Agreement WO not be binding upon Johnson Controls,and that the to and conditions in this Agreement apply as printed without alteration or qualification,except asspecifically modified by a written agreement signed by Johnson Controls and CUStDML Any changes in the Statement of Work or scope at the work requested by the Customer after Me emmislon of this Agreement may result in adillgiosmiI cost to the Customer and any Un such changesladclilibns must be authorized in a writing signed by both the Customer and Johnson Controls, Customers failure to accept and son this Agreement within ninety(90)days of the date show above may result in price increases,Customer acknowledges that:(a)Johnson Controls has explained the full range of protection,ejuipmeni,and serAces available to Customer;(b) M additional protection over and above that provided herein 6 available and may be obtained from Johnson Controls at an adclifional com to the Customer,(c)Customer desires and has contracted for only the Equipment andlor Servica(s)itemized In this Agreement(d)the Equipment/Service(a)specified in this Agreement are for Customers own use and not lot the benefit of any third panyi(a) E Customer owns the premises in which the Equipment is being installed or has the authority to engage Johnson Controls to carry out the installation in the premises;and(9 Customer W,11 comply with M all laws,mcles and regulations pertaining to the use of the EquipmentlService(s). U ATTENTION IS DIRECTED TO THE WARRANTY, LIMIT OF LIABILITY AND OTHER CONDITIONS CONTAINED IN THE SECTIONS ENTITLED -TERMS AND CONDITIONS' AND "ADDITIONAL TERMS AND CONDITIONS", THIS AGREEMENT REQUIRES FINAL APPROVAL OF A JOHNSON CONTROLS AUTHORIZED MANAGER BEFORE ANY 2D EQUIPMENTISERVICES MAY BE PROVIDED.IF APPROVAL IS DENIED,THIS AGREEMENT WILL BE TERMINATED AND JOHNSON CONTROLS ONLY OBLIGATION TO CUSTOMER WILL HE TO NOTIFY CUSTOMER OF SUCH TERMINATION AND REFUND ANY AMOUNTS PAID IN ADVANCE, IF MAINTENANCE SERVICE IS DECLINED,CUSTOMER MUST INITIAL IF A 5-DAY FAMILIARIZATION PERIOD IS REQUESTED,CUSTOMER MUST INITIAL 0 HERE HERE JOHNSON CONTROLS SECURITY SOLUTIONS LLC CUSTOMER: -19 Presented by: —/z&&a64z ggaz-�z Accepted By: (Signature of Customer's Authorized Representative) (Signature of Johnson ContpAs Sales Representative) Sales Agent:Theodore Bellolse E Sales Representative Registration Number(if applicable):.................... (Name Printed) .,-.................................... MONROE CO co UNTY ATTORNEY, Title— ill. r It M tli/EV A. I O�,iORM- , 4 Date Signed. 11 04k CHIUSTINE LB4BERT-BARROWS e-Form 8WOUE01(GQ01 0) ASST r A ORNEY e'-,,2010 John on convoll Packet Pg. !!16J ',TO" C.41.a Johnson 0), `'( Controls COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PO NO. ESTIMATE N0. 0122-HOMESTEAD, 112203661 1-4POAC2T FL r_ SCOPE OF WORK 1 SCHEDULE OF PROTECTION 0 IV. SCOPE OF WORK 1 SCHEDULE OF PROTECTION("SOW'):Johnson Controls agrees to install or cause to be installed the Equipment and furnish the Service(s),collectively,the System, on the terms and conditions set out in this Agreement. qb A. Ownership of System and/or Equipment:Direct Sale(equipment to become property of the Customer upon payment of Installation Charges and Fees in full). E qb B. Services to be Provided("Services") CD Alarm monitoring and Notification Services: No Service Selected qy Video Surveillance Services: No Service Selected 0 Managed Access Control Services: No Service Selected Video Equipment: Closed Circuit Television PROVIDED Quality Service Plan(QSP)Maintenance,Preventive Maintenance/Inspection: No Service Selected Additional Services: No Service Selected C. Equipmentto be Installed("Equipment'): Johnson Controls will install,or cause to be installed,the Equipment(or equivalent),as set forth in this SOW in Customer's designated facility(ies). As used herein,"installation"means:(i)affixing all Equipment and materials provided by Johnson Controls at such locations within the facility(ies)as are designated by Customer,(ii)providing and pulling cables/wires required to connect the Equipment to Customer's Communications Facilities and making such connections; ui,in the case of a Digital Communicator installation, P 9 q9 O 9 mount Equipment and plug into RJ31 X phone jack previously installed by Customer,(iv)in the case of radio installation,mount radio Equipment and program Equipment with number furnished by Customer,(v)providing and installing software/firmware required by the Equipment,(vi)performing testing as required to establish that the Johnson Controls Equipment is connected,is (b functioning according to its specifications,and is communicating over Customer's Communications Facilities,and(vii)providing user-level training to Customer's designated representative in the use of such Equipment. U) Qty L Product Name Location L qb 4 FLEXIDOME IP STARLIGHT 7000 VR 1080P 3-9MM IVA SMB L 4 Wall mount bracket for dome camera L 4 L 24 VOLT POE.5A WITH US POWER CORD I 1, D. CHARGES AND ESTIMATED TAX: 1. Installation Charge: Estimated Charge Amount $8,024.99 J CIDInstallationed Tax(es)° $0.00 � � � TOTAL INSTALLATION CHARGE: $8,024.99 CL J Installation Deposit Amount $ g 2. Annual Service Charge: ;Annual Service Charge Amount: $0.00 J � Estimated Taxes 0.00 $ qs E TOTAL ANNUAL SERVICE CHARGES Tax value shown is estimated and may differ from the actual tax value that will be on the invoice. qb E. Scope of Work:This Section is intended for installation use only. Any language contained in this Section that attempts to modify the Terms and Conditions of this Agreement shall be void and CID of no effect. Contact Information:Sylvia Hernandez(305)962-2563 Ted Belloise(305)834-9419 Ted Belloise(305)834-9419 CID System Operation:Installation of Four IP overview cameras replacing EXISTING cameras,at the same locations.Maintenance included with these cameras,this is a rider on an existing contract. Programming Info:All programing to be performed by JCI Site Conditions:Outdoor Pole mounted,in place of existing cameras. Existing Equipment:Four existing Bosch cameras Customer Expectations:New operational IP cameras Training Expectations:None required General Comments:No permit required CID Customer Responsibilities/Johnson Controls Exclusions:Access to the work area during normal work hours.M-F 9-5 Documentation Needs:None Contract Notes- e-Form 8880UE01(04/2018) Packet Pg. 1017 ©2018 Johnson Co TERMS AND CONDITIONS C.41.a TERMS AND CONDITIONS V.Customer and Johnson Controls agree as follows06 A.Services. A.1.Central Station Signal Receiving and Notification(Alarm Monitoring)Services.Intentionally left blank-Services have not been purchased. A.2.Communication Facilities. Intentionally left blank—Alarm Monitoring Services have not been purchased. A.3.1 Basic Maintenance Service Plan. Intentionally left blank-Services have not been purchased. A.3.2 Advanced Maintenance Service Plan. Intentionally left blank-Services have not been purchased. A.3.3 Precision Maintenance Service Plan. Intentionally left blank-Services have not been purchased. A.A. Testing/Inspections Service("T/1"). Intentionally left blank-Services have not been purchased. L A.5.Investigator Response Service. Intentionally left blank-Services have not been purchased. A.6.Select View Managed Video Services/Interactive Video Monitoring Services.Intentionally left blank-Services have not been purchased. A.6.1.Video/Audio Alarm Verification Service/Video Verification.Intentionally left blank-Services have not been purchased. A.6.2.Video Guard Tour.Intentionally left blank-Services have not been purchased. A.6.3.Video Escort.Intentionally left blank-Services have not been purchased. A.6.4.Video Assist.Intentionally left blank-Services have not been purchased. C: A.6.5.Video Audit.Intentionally left blank-Services have not been purchased. A.6.6.Outdoor Interactive Video Monitoring Services.Intentionally left blank-Services have not been purchased. 4) A.6.7.Managed Video Portal. Intentionally left blank-Services have not been purchased. A.6.8.Unattended Delivery—Alarm Based Video Monitoring. Intentionally left blank-Services have not been purchased. A.6.9.Unattended Delivery—Live Video Monitoring of Process-Intentionally left blank-Services have not been purchased. A.9.Vision/Vision with Auditing.Intentionally left blank-Service is no longer offered. A.10.Hosted Access.Intentionally left blank-Services have not been purchased. A.11.Data Hosting/Storage Services.Intentionally left blank-Services have not been purchased. A.12. Mobile Security Management("MSM")Services.Intentionally left blank-Services have not been purchased. A.12. Mobile Security Management("MSM")Services.Intentionally left blank-Services have not been purchased. cy A.13. Software Support Services. If Software Support Services("SSS")are purchased they will be provided on licensed software titles expressly identified in this agreement,(the"Covered Software').Support Conditions.SSS for Covered Software are subject to the following conditions("Support Conditions"):(a)Johnson Controls'receipt of the Software Support Fee;(b)the Covered Software is not modified from its standard form originally licensed by the software owner/licensor("Licensor'),(c)Customer's use of Covered Software is in accordance with the end user license agreement("EULA')between Customer and Licensor;if applicable;(d)Customer provides Johnson Controls(and/or its authorized representatives)with and when necessary(1)any information and/or documentation required to recreate the problem,defect,or non-conformity(individually/collectively,a"Problem"),(2)log in privileges for remote trouble N shooting,(3)TCP/IP Ethernet network addresses,and(4)access to Customer's network,servers and/or hardware;and(e)the processor,operating system and associated system software,and other interdependent or reliant software are operating properly.Exclusions.Johnson Controls will not provide SSS when a Problem is caused by(a)relocation,movement, improper operation,neglect or misuse of the Covered Software or associated Equipment/System;(b)Customer's failure to maintain proper site or environmental conditions;(c)any attemptsCD at configuration,repairs,support,or modifications to the Covered Software not performed by a Johnson Controls authorized representative,(d)discontinued systems or software,(e) casualty,act of God,the unauthorized acts of third parties,(f)failure or interruption of electrical power,telephone or communication line or like cause,or(g)any other cause external to the Covered Software.Problem Resolution.Johnson Controls will provide Customer with email and telephone support on the Covered Software.Johnson Controls then will use reasonable commercial efforts to resolve and correct the Problem within forty-eight(48)hours.Problem resolution and correction may be provided at Johnson Controls'discretion as a software fix or workaround.Johnson Controls will periodically advise Customer on Johnson Controls progress in diagnosing and/or correcting the reported Problem. Customer acknowledges that Johnson ?� Controls may be unable to resolve Problem due to(a)Johnson Controls inability to recreate,locate or identify the Problem,(b)issues related to Customer's system hardware,network or Internet connectivity issues,or(3)issues for which the Original Equipment Manufacturer("OEM")and/or Licensor(collectively,also referred to as an"Johnson Controls Supplier")has not U) provided a resolution orworkaround.If Johnson Controls is unable to resolve or correct a Problem,Johnson Controls will notify Customer and provide underlying information as available. C: Notwithstanding anything to the contrary herein,Johnson Controls makes no warranties that its efforts will be successful in diagnosing,resolving,or correcting any Problem.Software Updates.Customer understands that the SSS provides access to updates and upgrades but do not include the provision of software update or upgrade services unless purchased.If software upgrades are required to correct a Problem,such software upgrades will be provided,at Customer's request,on a time and materials basis at Johnson Controls'then-current hourly rates as such upgrades become available from the Johnson Controls Supplier.On Site Engineer Support Services.If Johnson Controls determines that on-site engineer support services("ESS")are necessary to correct a Problem,Johnson Controls will provide ESS on a time and materials basis at Johnson Controls'then current ESS rates plus any related travel or other expenses.Such ESS may include on-site software installation assistance,training,or Problem diagnosis,resolution,and/or correction.Return of Defective Media.Customer may return any defective media directly to Johnson Controls using a Johnson Controls furnished return authorization number.Fee for Reinstatement.Customer may incur reinstatement charges D ("Reinstatement Fee")at Johnson Controls then current rates,if it allows SSS to lapse and later requests reinstatement within one yearfrom the time the SSS lapses.Limitation of Liability. Notwithstanding anything in the Agreement to the contrary,Customer acknowledges and agrees that neither Johnson Contro Is nor its Supplierwill be responsible for Problems caused by changes in the operating characteristics of the Equipment/System upon which the Covered Software is operating,or for problems in the interaction of the Covered Software with Customer's Network or existing software/firmware/hardware. In no event will Johnson Controls and/or Johnson Controls Supplier be liable for any(a)third party claims,(b)loss or damage to any systems,records or data,or liabilities related to a violation of an individual's privacy rights,or(c)indirect,incidental,special,consequential,punitive,reliance,or cover damages(including lost profits and lost savings). Customer further agrees that,in no event will Johnson Controls'and/or Johnson Controls Supplier's aggregate liability regardless of cause(including,but not limited to,liability for negligence,strict liability,breach of contract,misrepresentation and other contract or tort claims)arising from the provision of orfailure to provide SSS and/or 19 cy Customer's use of or inability to use any Covered Software or related System,exceed the lesser of USD$1,000 or the total SSS Fees paid by Customer. A.14. Lynx Network Duress and Emergency Notification System("Lynx System'). Intentionally left blank—Lynx System/Services have not been purchased. L A.15. RFID Tracking System("System'). Intentionally left blank—RFID Systems have not been purchased. L as A.16.HID SEOS Mobile Credential Service("Service"). Intentionally left blank—Service has not been purchased. L A.17.Customer For Life Program("Service"). Intentionally left blank—Service has not been purchased. A.18.Outdoor Radar Perimeter Protection. Intentionally left blank—System has not been purchased. e-Form 8880UE01(04/2018) Packet Pg. 1018 ©2018 Johnson Co C.41.a A.19.Self-Printing Service. Intentionally left blank—Service has not been purchased. A.20.Audio Enabled Devices. Intentionally left blank—Equipment has not been purchased. A.21.Proactive Health Services. Intentionally left blank-Services have not been purchased. 06 A.22.Automated Notification. Intentionally left blank-Services have not been purchased. A.23.Remote Technical Services.Intentionally left blank-Services have not been purchased A.24.Anyvision Devices.Intentionally left blank—Equipment has not been purchased. A.25.Additional Services.If any other services,including but not limited to the following,are being furnished under this Agreement,Customer and Johnson Controls will enter into a 0 separate Rider that will be attached to and incorporated as part of this Agreement:(a)Select Link-Immediate Response Information System(IRIS)(b)Managed Access Control(c) U) Electronic Article Surveillance("EAS")(d)Guard Response Service(e)Radio Frequency Identification("RFID")(f)Training Services(g)Watchman's Reporting Service. .I B. Warranty(90-Day). 1. If the transaction type is"Direct Sale",any part of the System(as distinguished from the Firmware/Software)installed under this Agreement,including the wiring, which proves to be defective in material or workmanship within ninety(90)days of the date of completion of the installation("Warranty Period"),will be repaired or replaced,at in Johnson Controls'option with anew or functional) operative art. Materials required to repair or replace such defective components will be furnished at no charge during the Warrant Period p Y p p q p p p 9 9 Y Warranty Services will be furnished during Johnson Controls's"Normal Working Hours'(between 8:00 A.M.and 4:30 P.M.Monday through Friday,except holidays). Warranty Service performed outside of these hours is subject to additional charges. 2. For"Johnson Controls-Owned"equipment/systems: (a)the equipment/systems are provided"AS IS"and without warranty,and(b)Customer is responsible to maintain such equipment/system in good working order. CD 3. The following"Conditions"are not covered by Warranty: (a)damage or extra service time needed resulting from accidents,acts of God,lightning,strikes,riots,floods,terrorism,acts of 0 War,alteration,misuse,tampering or abuse,adjustments,repairs or maintenance not performed by Johnson Controls,or from parts,equipment,accessories,attachments or other devices not furnished by Johnson Controls,(b)Customer's failure to properly follow operating instructions provided by Johnson Controls or OEM,(c)adjustments necessitated by misalignment of t� video cameras,improper adjustment of monitor brightness and contrast tuning dials or insufficient light on the area viewed by the camera(s),(d)trouble due to interruption of Internet, telecommunications,and/or electrical service,(e)battery failure,(f)devices designed to fail in protecting the equipment/system,such as,but not limited to,fuses and circuit breakers,and (g)System modifications/customization requested by Customer. If Customer calls Johnson Controls for Warranty Service and Johnson Controls'representative finds that one of the "Conditions"has led to the inoperability or apparent inoperability of the Equipment/System or any component,Johnson Controls may bill Customer for the service call whether or not Johnson Controls actually works on the Equipment/System. If repairs are required due to one of the above"Conditions",Johnson Controls will charge Customer for such work on a time and materials basis at Johnson Controls'then applicable rates for labor and materials. h 4. 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.THE CUSTOMER'S EXCLUSIVE REMEDY WITH RESPECT TO ANY AND ALL LOSSES OR DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER,INCLUDING JOHNSON CONTROLS'NEGLIGENCE,IS REPAIR OR REPLACEMENT AS SPECIFIED ABOVE.JOHNSON CONTROLS WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE,INCLUDING WITHOUT LIMITATION,DAMAGES FOR PERSONAL INJURY OR DAMAGES TO PROPERTY,HOWEVER OCCASIONED,WHETHER ALLEGED AS RESULTING FROM BREACH OF WARRANTY OR CONTRACT BY JOHNSON CONTROLS OR NEGLIGENCE OF JOHNSON CONTROLS OR OTHERWISE. C. System Requirements,Miscellaneous. 1. Vaults. Customer must ensure that any Customer vault protected by sound or vibration detector systems has the minimum construction characteristics prescribed by the Underwriters'Laboratories,Inc. 2. System Testing. Customer must test all detection devices or other electronic equipment according to procedures prescribed by Johnson Controls prior to setting the alarm system for closed periods and must notify Johnson Controls promptly if such equipment fails to respond to any such test. 3. Familiarization Period. UNLESS CUSTOMER HAS REJECTED THE FAMILIARIZATION PERIOD(EXCEPT WHERE A FAMILIARIZATION PERIOD IS REQUIRED BYLAW), CUSTOMER AGREES THAT: (a)DURING A FIVE(5)DAY FAMILIARIZATION PERIOD,OR SUCH PERIOD AS IS REQUIRED BY LAW,AND(b)FOLLOWING COMPLETION OF THE INSTALLATION AND THE COMMUNICATIONS CONNECTION TO JOHNSON CONTROLS'CMC(AND DURING ANY APPLICABLE EXTENSIONS),JOHNSON CONTROLS HAS NO cy OBLIGATION TO,AND WILL NOT,RESPOND TO ANY ALARM SIGNAL RECEIVED AT THE JOHNSON CONTROLS'CMC FROM CUSTOMER'S PREMISES DURING SUCH FAMILIARIZATION PERIOD.CUSTOMER ALSO AGREES THAT DURING SUCH PERIOD JOHNSON CONTROLS HAS NO OBLIGATION TO,AND WILL NOT,NOTIFY ANY AUTHORITIES,CUSTOMER,OR A PERSON ON CUSTOMER'S EMERGENCY CONTACT LIST,OR TAKE ANY OTHER ACTION WITH REGARD TO ANY ALARM SIGNAL JOHNSON CONTROLS RECEIVES,EVEN IF DUE TO AN ACTUAL EMERGENCY EVENT. 4. Special Equipment Requirements. If Customer requires installation or service of equipment in areas inaccessible without the use of lifts or cranes,or if non-standard conditions at the Customer site require special equipment for installation or service,Customer will provide such equipment, or will reimburse Johnson Controls for any applicable charges or fees. 5. Training Services. Johnson Controls provides initial training to Customer on use of the equipment installed at the time of installation. Thereafter,Customer may purchase additional training in one-hour increments at Johnson Controls'then current rate. 6. Site Preparation,Intrusion and Restoration. Unless otherwise noted herein,Customer is responsible for providing: (a)any necessary electric current,(b)an outlet with in 10 feet of an alarm control panel,(c)telephone connections,(d) network drops,and(e)any required conduit,wiremold,or other raceway,(f)any required IP address assignments,and(g)add itional network software licensing. The installation of the CD equipment/system may necessarily require cutting,bolting orfastening into Customer's floors,walls and/or ceilings. Johnson Controls shall not be responsible for any expenses related to intrusion,mold,fungi,bacteria,wet/dry rot,patching,floor or wall finishing,or paint,tile,carpet or wallpaper matching,restoration or replacement resulting from installation or service of the equipment/system. 7. Battery Powered Devices.Customer understands that any battery-powered motion detectors,smoke detectors,door and window contact transmitters and other detection sensors installed/serviced under this Agreement require batteries to operate.THESE BATTERY-POWERED DETECTION SENSORS WILL NOT OPERATE,AND THE ALARM WILL NOT SOUND,IF THE BATTERY ENERGY LEVEL OR CHARGE IS LOW,OR DEPLETED. It is Customer's sole responsibility to maintain and replace any batteries. Customer shall carefully read and follow the owner's manual,instructions and warnings for all such equipment and regularly inspect the sensors for dirt and dust buildup and test the sensors weekly to help maintain continued operation. 7.Closed Circuit Television("CCTV")/Video Equipment.(a)System Requirements.Customer will provide:(i)adequate illumination under all operational conditions for the proper operation of any video camera(s);(ii)any required 110 AC power supply;and(iii)appropriate space for monitors.(b)Audio Monitoring/Recording.Customer's decision to install video equipment with audio recording and/or monitoring capability("Video with Audio")is based solely on Customer's own independent business judgment,without any involvement or approval of Johnson Controls.Certain laws may limit or preclude the use of Video with Audio.By installing Video with Audio in Customer's premises,Customer accepts the responsibility of knowing and fully t� complying with all applicable laws,including but not limited to all requirements that clear and conspicuous notice be posted in Customer's premises warning of Customer's use of audio recording and/or monitoring equipment on its premises. 8.New York City Fire System. Intentionally left blank.—covered system is not installed in NYC D.Electronic Media,Personal Information,Consent to Call,Text or Email.1.Electronic Media.Either party may scan,fax,email,image,or otherwise convert this Agreement into an > electronic format of any type orform,now known or developed in the future.Any unaltered or unadulterated copy of this Agreement produced from such an electronic format will be legally binding upon the parties and equivalent to the original for all purposes,including litigation.Johnson Controls may rely upon Customer's assent to the terms and conditions of this Agreement,if Customer has signed this Agreement or has demonstrated its intent to be bound whether by electronic signature or otherwise.2.Personal Information.Customer represents and warrants that Customer has obtained all consents and has the right to(a)disclose to Johnson Controls all personal information disclosed hereunder concerning individuals/employees/or otherthird parties including all information contained in Customer's Emergency Call List("ECL"),(b)permit Johnson Controls to collect(including consent to record c� telephone conversations with Johnson Controls),use,disclose and transfer such personal information,and(c)expressly authorizes Johnson Controls to use such personal information to administer the relationship and the agreement between Customer and Johnson Controls,including,but not limited to,contacting Customer personnel at the telephone numbers and/or email addresses provided:(i)using SMS,text,prerecorded messages,or automated calling devices to deliver messages to set/confirm a service/installation appointment;and/or(ii)to provide information or offers about products and services of interest to Customer.Customer acknowledges and agrees that Johnson Controls may share all such information with its parents, subsidiaries,affiliates and its/their successor corporations or any subcontractor or assignee,within and outside the country in which the Customer is located and thereby subject such information to the laws of such countries. E.Limitation of Liability,Indemnification(Sale of Access/Video Equipment and Installation Only).Notwithstanding anything to the contrary in this Agreement or any purchasing document presented by Customer,only Video and/or Access Equipment and Services shall be provided by Johnson Controls under the terms and conditions of this Agreement.The Equipment and Services provided by Johnson Controls under this Agreement will not include:(a)burglar and/or fire detection or alarm equipment or monitoring,maintenance,inspection or other services; e-Form 8880UE01(04/2018) Packet Pg. 1019 ©2018 Johnson Co C.41.a (b)security guard services,or(c)architectural,engineering,or design professional services.If any other equipment or services are requested by or provided to Customer,then such equipment and/or services shall be provided under a separate written agreement executed by Customer and Johnson Controls which shall contain the alarm industry specific terms and conditions. 1.Indemnity.(a)Johnson Controls shall defend,indemnify and hold Customer,its corporate affiliates,and their respective officers,directors,agents and employees harmless from damage, 06 liability and expense resulting from the negligent acts or willful misconduct of Johnson Controls'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)Customer shall defend,indemnify and hold Johnson Controls,its 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 Johnson Controls'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. 2.Limitations on Liability.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, U) Customer acknowledges that the Equipment and/or Services are not intended to be the sole means for doing so.Johnson Controls'Equipment and Services do not cause and cannot eliminate occurrences of the events they are intended to deter,detect,avert or record.Johnson Controls is not an insurer of the safety or security of any person,entity or property,or against the risks attendant to a person's presence in,or ingress to or egress from any building,property or area that may be monitored by the Equipment and/or Services. The amounts C: Johnson Controls charges Customer are not insurance premiums. Such charges are based upon the value of the Equipment and Services provided and are unrelated to any such risk of loss. Johnson Controls does not undertake and assumes no liability for such risk by providing the Equipment and/or Services. If Johnson Controls 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,Johnson Controls'liability shall be limited to the sums paid by Customer for the Equipment or Services at issue as Customer's sole remedy. Johnson Controls is not responsible for the preservation of any computer programs or data and Customer is responsible for maintaining adequate back-ups. is F.Other Charges,Remedies,Termination.1.There may be a service charge to Customer for cancelled installation/service appointments if Customer cancels less than 24-hours prior to dispatch,or if Johnson Controls'representative is sent to the Customer's premises in response to a service call for false alarm or System malfunction caused by Customer's operation contrary to instructions,failure to close or properly secure a window,door or other protected point,or improper adjustment of monitors or accessory components.2.Failure to pay amounts when due shall give Johnson Controls,in addition to any other available remedies,the right to terminate this Agreement and to charge interest at the highest legal rate on delinquent amounts.Customer agrees to pay all costs,expenses and fees of Johnson Controls'enforcement of this Agreement,including collection expenses,court costs,and attorneys'fees. Installation Charge(s)are based on Johnson Controls performing the installation with its own personnel.If for any reason installation must be performed by outside contractors,Installation 4� Charge(s)may be subject to revision.3.In addition to any other remedies available to Johnson Controls,Johnson Controls may terminate this Agreement and discontinue any Service(s)if (a)Johnson Controls'CMC is substantially damaged by fire or catastrophe or if Johnson Controls is unable to obtain any connections or privileges required to transmit signals between the Customer's premises,Johnson Controls'CMC or the Municipal Fire or Police Department or other first responder,(b)Customer fails to follow Johnson Controls'recommendations for the repair or replacement of defective parts of the System not covered under the Warranty or QSP Service,(c)Customer's failure to follow the operating instructions provided by Johnson C: Controls results in an undue number of false alarms or System malfunction,(d)in Johnson Controls'sole opinion,the premises in which the System is installed are unsafe,unsuitable,or so modified or altered after installation as to render continuation of Service(s)impractical or impossible;(e)Johnson Controls is unable to obtain or continue to support technologies,TeleCom Services,Communication Facilities,Equipment or component parts thereof that are discontinued,become obsolete or are otherwise not commercially available;or(f)Customer fails to make payments when due or otherwise breaches this Agreement. Johnson Controls will not be liable for any damages or subject to any penalty as a result of any such termination. h i87 G.Hazardous Materials. For all projects except those involving new construction,Customer represents and warrants that to the best of Customer's knowledge the work site is free of any C1 hazardous materials.The term"hazardous materials'includes but is not be limited to asbestos,asbestos-containing material,polychlorinated biphenyl("PCB"),formaldehyde or other c� potentially toxic or otherwise hazardous material.If any such substance is discovered on the work site,Johnson Controls will not be required to install or service the Equipment at such site unless and until Customer certifies the removal or safe containment of such hazardous materials.Customer shall indemnify,defend,and hold Johnson Controls,its officers,directors, agents,and vendors harmless from any damages,claims,injuries,liabilities resulting from the exposure of Johnson Controls'employees,contractors,or subcontractors to hazardous materials at the work site,provided,however,that the foregoing provision will not apply when it has been determined that such hazardous materials were brought to the work site by Johnson Controls. H.Waivers.1.Waiver of Jury Trial.CUSTOMER AND JOHNSON CONTROLS BOTH AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN ANY MANNER CONNECTED WITH OR RELATED TO THIS AGREEMENT.2.Mutual SAFETY Act Waiver.Certain of Johnson Controls'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.25.5(e),to the maximum extent permitted by law,Johnson Controls 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" cN 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. 4) I.Miscellaneous.1.Enforceability.If any of the provisions of this Agreement shall be determined to be invalid or unenforceable,the remaining provisions shall remain in full force and effect. CD 2.Paragraph and Section Headings,Captions,Counterparts.The headings and captions contained in this Agreement are inserted for convenience or reference only,and are not to be deemed part of or to be used in construing this Agreement.This Agreement may be executed in any number of counterparts,each of which shall be deemed to be an original,but all such separate counterparts shall together constitute but one and the same agreement.3.FARs.Johnson Controls 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,Johnson Controls 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 52.222-37.4.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 u rider the applicable laws of the U.S.or other foreign jurisdictions, includingthe Export Administration Act and Regulations and shall incorporate in all export shipping documents the applicable destination control statements. Customer shall,at its own p 9 p p pp 9 pp expense,defend,indemnify and save Johnson Controls harmless from and against all third party claims,liability,loss or damage(including attorneys'fees and other defense costs), assessed against or suffered by Johnson Controls as a result of an allegation or claim of noncompliance by Customerwith this Section. The obligations contained in this Section shall survive the termination or expiration of this Agreement. 5.Insurance. Johnson Controls maintains comprehensive General Liability and Automobile Liability Insurance in amounts that meet or exceed:$1,000,000 per incident-$2,000,000 in the aggregate and Worker's Compensation coverage as required by law.Johnson Controls will not be required to provide a waiver of subrogation in favor of any party,norwill Johnson Controls be required to designate any party as a statutory employer for any purposes.6.Johnson Controls Brand. Without exception, Johnson Controls-branded Signage,including yard signs,window stickers and warning signs will remain the property of Johnson Controls and may be removed by Johnson Controls at any time. Customer's right to display Johnson Controls-branded Signage is not transferable and ceases upon termination or expiration of this Agreement.7.Resale.If Johnson Controls is connecting to a previously installed existing system,to the extent the previously installed existing system is Customer's properly,it shall remain Customer's property. J.System Software,Network Connections.1.Any software provided with the System or in connection with the Services is proprietary to Johnson Controls and/or Johnson Controls' supplier(s)and is licensed or sublicensed to Customer on a non-exclusive basis.Customer may not(a)disclose the Software or source code to any third parties,(b)duplicate,reproduce,or copy all or any part of the Software,or(c)use the Software on equipment other than with the designated System with which it was furnished.A separate Software License Agreement or End User License Agreement between Johnson Controls and Customer and/or the software publisher may be required to use the software and/or obtain updates/upgrades.If the installed Equipment is to be connected to Customer's computer network("Network"),Johnson Controls will furnish and install the software needed to run the Equipment and will connect the Equipment to the Network according to the Network settings supplied by Customer. Installation shall not include modifications to the Network,security,or firewall settings. Customer will supply a TCP/IP Ethernet network address and central processing unit per Johnson Controls specifications for access control system operation. Johnson Controls shall not be responsible for the setup,operation,or maintenance of the Network or Network performance or compatibility issues. Johnson Controls may assess additional charges,if Johnson Controls is unable to connect to the Network or if any additional Equipment is required to facilitate connectivity between the Network and the Equipment. 2.Open Source Software.Johnson Controls represents and warrants to the end user of the System that,to the extent the System includes any Open Source Software,the internal use and operation of the System by the end user will not create any obligation on the part of the end user under the terms of any Open Source License(i)to make any source code or object code available to third parties,or(ii)to license,disclose or otherwise make available to third parties any proprietary software,data or other information,or any associated intellectual property.As used herein,the term"Open Source Software" means any software,program,module,code,library,database,driver or similar component(or portion thereof)that is royalty free,proprietary software,the use of which requires any contractual obligations by the user such as,without limitation,that software that is subject to,distributed,transmitted,licensed or otherwise made available under any of the following licenses:GNU General Public License,GNU Library or"Lesser'Public License,Berkeley Software Distribution(BSD)license(including Free BSD and BSD-style licenses),MIT license, e-Form 8880UE01(04/2018) Packet Pg. 1020 ©2018 Johnson Co C.41.a Mozilla Public License,IBM Public License,Apache Software License,Artistic license(e.g.,PERL),Sun Industry Standards Source License,Sun Community Source License(SCSL),Intel Open Source License,Apple Public Source License,or any substantially similar license,or any license that has been approved by the Open Source Initiative,Free Software Foundation or similar group(collectively,"Open Source Licenses'). K.Force Majeure.JOHNSON CONTROL ASSUMES NO LIABILITY FOR DELAYS IN INSTALLATION OF THE SYSTEM OR ANY EQUIPMENT OR FOR THE CONSEQUENCES 06 THEREFROM,HOWEVER CAUSED,OR FOR INTERRUPTIONS OF SERVICE OR FOR THE CONSEQUENCES THEREFROM DUE TO STRIKES,RIOTS,FLOODS,TERRORISM, ACTS OF GOD,ACTS OF WAR,OR ANY CAUSES BEYOND THE CONTROL OF JOHNSON CONTROLS.JOHNSON CONTROLS WILL NOT BE REQUIRED TO SUPPLY SERVICE TO CUSTOMER WHILE INTERRUPTION OF SERVICE DUE TO ANY SUCH CAUSE CONTINUES.IN NO EVENT WILL JOHNSON CONTROLS BE LIABLE FOR LOSS OF SPECIAL, INDIRECT,INCIDENTAL OR CONSEQUENTIAL DAMAGES. L.Assignment. This Agreement is not assignable by the Customer except upon written consent of Johnson Controls first being obtained. Johnson Controls shall have the right to assign C: this Agreement or to subcontract any of its obligations under this Agreement without notice to Customer. U) M.Johnson Controls License Information:AL 1498,1499,1500,1501,1502,A-0244,The Security Industry is governed by the rules and regulations of the Alabama Electronic Security Board of Licensure. If you would like information on these rules and regulations orwould like to register a complaint you can contact the Board at: AESBL 7956 Vaughn Rd.,Montgomery 36116,(334)264-9388 Fax 334-264-9332 AK 125516,1058473,5430 Fairbanks Street,Suite 7 Anchorage,AK 99507 AR 0000199,0030740118 Regulated by Arkansas Bd.of Private Investigators&Private Security Agencies,#1 State Police Plaza Dr.,Little Rock 72209,(501)618-8600 AZ ROC281489,18267-0 CA 977249;alarm company operators are licensed and Qs regulated by the Bureau of Security&Investigative Services,Dept.of Consumer Affairs,Sacramento,CA 95814 CT 0106099-15 DC ECS1327 FL EF20000890,EF20000341,EF0000478 GA LVA002833,LVA205386,LV0004635 H I CT-32427 ID PWC-C-12256-A-4,RCE-33602,EC012834 IL 127001526,128000247,128000246,128000243 LA 24889,F523,F489 MA 401- C, MI 3601206912,A-0352,A-0170,3602206914,A-0638,3602206913,A-1058,A-1199 Whitcomb Avenue Madison Heights,MI 48071, MN TS651063 MS 15024088,19530-SC NC 846- CSA,28510-SP-FA/LV,19385-SP-FA/LV,27353-SP-FA/LV,19718-SP-FA/LV,24191-SP-FA/LV,22850-SP-FA/LV 101 Industrial Drive,Ste 104 Raleigh,NC 27069,(919)788-5320 NJ 34BF00050200,P00451,607013 NM 375283 NV 0077542,F470,F469,NY 12000327404,Licensed by NYS Dept.of State OH E16782,50-18-1052,50-25-1050,50-48-1032,50 57 1119,53-31-1582 OK AC-67 OR CLE-322,197010,AC-67 PA Pennsylvania Home Improvement Contractor Registration Number;PA010083 RI 18004,AF-09170 TN ACC1704, cy ACC1705,ACC1707,ACC1708,ACC1709,ACC710,ACC1711 TX B00536,4200 Buckingham Road Ste 150,Ft.Worth,TX 76115-Dept of Public Safety,Private Security 5805 N.Lamar C: Blvd,Austin 78752,ACR-1460 UT 8390557-6501 VA 11-7587,11-7575,11-7591,11-7573,11-7589,11-7578,2705147765 WA JOHNSCS837N4,19625 62nd Ave South,Ste C112 Kent, C: WA 98032 WV 050291. The foregoing list shows only those license numbers Johnson Controls Security Solutions LLC("Johnson Controls")is required by law to include on marketing materials.A comprehensive list of licenses held by Johnson Controls is available on www.johnsoncontrols.com. California Customers Only:Upon completion of the installation of the alarm system,the alarm company shall thoroughly instruct the purchaser in the proper use of the alarm system.Failure by the licensee,without legal excuse,to substantially commence work 4� within 20 days from the approximate date specified in the agreement when the work will begin is a violation of the Alarm Company Act. ©2018 Johnson Controls.All rights reserved. G8 U) f!5 cd 0 a e-Form 8880UE01(04/2018) Packet Pg. 1021 ©2018 Johnson Co 06 Johnson 6- Controls COMMERCIAL SALES AGREEMENT 0 TOWN NO, CUSTOMER NO, JOB NO, PO NOw ESTIMATE NO, 0122-HOMESTEAD, 11220661 1-41POAC2'r FL 0U) 0 ADDITIONAL TERMS AND CONDITIONS DATE K`419 Johnson Controls Security Solutions LLC("Johnson Monroe Cmnly Board of County Commissioners E Can is") dWa.Duck Key Security DSW,Camera System Installatmn and Maintenance Theodore Bellome ('Customer) Customer Premises Serviced 3054 0ywrate Way, Customer 81111no Information 1100 Smonlon Sl#1-213, Miramar,FL 33025 1101)Simonton SL#1.213� Key West,FL 33040 Tele No (305)834-9419 Kay West.FL 33040 Attu;CIA Briggs Attn: Tele.No.(305)2924466 Tale.No. Notwithmand4ig„.anything in gia Aqwement W.the contrart,Johnson Cont rots and Customw a billows Fenns and Conditions E ::�IeclriicalPawe,r CAWomer is P.sponsiblo bf pqr.�Vldinq 11OVix.mw W eaf.l,�de*x location ..................................................... ........ . ................................................................................................................................................................................................. V111,11, .......... TIVIffil 2 ...................... ................................. ....... f lecuontc Media Either party niaV smn lax,email,irnkp, isnalterpd or unadtftratwl w1py of lltiis Agnp1ment produrnd from sudi an Oectrunic tomnal usill be tegally binding upart Me partips wd equivaienf to the arional for alf purpos#4 indthdinq ry Migation khrison Control$unsay re!ly upfl Custwner's:assent In the teats and axtditions of this Agm emeq,it rustorner has signed This Agrperrient w,df.-wronstrated!L irk.-vil to be Lmund whether by elet:,Ivon�c signature or otherwise ............................................................................................................................................ ........... ............... .........................................................-1................................................................................................... Al other'terms and wnditions of the N3reemerrr,except ftw expessly mod4im.1 tiere sl%A n,:.rnaan in fult brce and efect JOHNS(Xil coNTROLS!SEC111RITY SOLUT10PIS LLC ......................................................................... Presented by fiompted 113y. C14 ftnatury olkihnsw Qmimls Sates Repmsru4ative) ftniquire at Custrxnv's Aulhowed fiZPpestnb;We) Sales AgenL Theodore BdIoige ................... Sales Repres�&.rrlaliure V�w�,�Number(if apNicaNe). (Narne fIrkded) CL :D Tide: ............................ ..................................................................................................................... ............. 0 fDate&gnrrd: U) MONROE COUNTY ATTORNEY S T FORM: E CjZ DA q�pi�,,M Of STINE MERT-BARROWS ASSISTANT�WY ATTORNEY DATE: 2D 0 19 4i E 8WOUE01(0dr!'014) C,-'2018 Johnson Con Packet Pg. 1022 C.41.b �wSecurity 111 1111111111111111111011111111111111111 7 lr � Gf a a a o LJ s o -1 COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO, PO NO, ESTIMATE NO. CD 0122HOMESTEAD,FL 112203661 1.306SYNO DATE 31612016 Tyco Integrated Security LLC("Tyco") Monroe County Board of County Commissioners g0 dlbla:Duck Key Security District,Camera System Installation (� Mifiaer Espriella and Maintenance 6830 Shadowridge Or, ('CUSlomer) us 'O Orlando,FL 32812 i n a 1100 Simonton St ff 1-213, 06 Tole No,(202)649-8911 1100 Slmonion Street room 2.216, Key West,FL 33040 Key West.FL 33040 Attn:Clark Briggs 0- Alin:Clark Briggs Tole.No.(305)2924466 Tole.No. 0 This Commercial Soles Agreement Is between Customer and Tyco effective as of the dale signed by Customer. By entering Into this Agreement,Tyco and Customer agree to the Terms U) and Conditions contained In this Agreement.The Equipment andlor Services,collectively the Systems)covered under this Agreement lelare listed in the attached Schedule(s)of Protection l Scope of Work('SOW"). t THE FOLLOWING DOCUMENTS ARE ATTACHED TO THIS AGREEMENT AND ARE INCORPORATED BY REFERENCE: (a) Hazardous Substance Checklist and Customer letter (e) State Specific Fortes J applicable leg,local permit applications} (b) Scope of Work l Schedule(s)of Protection (0 Customer Installation Acceptance Form(specific to EquipmentlServ'Ices purchased} 0 (c) Terms and Conditions (g) If multiple locations see attached schedule (d) Additional Terms and Conditions 11. CHARGES AND FEES:Customer agrees to pay the Sum of $10,899.00 (-Installation Charge')with $0,00 payable upon acceptance of this Agreement('Installation Charge Deposit')plus any applicable'Fees'and sales taxes.Tyco may invoice Customer for progress billings based upon Equipment andlor System components delivered or stored,and/or Services performed before completion of the System/Equipment installation,activation of the System,connection to the CMC or any other Servioe(s).All outstanding Installation Charges and,Tr Fees shall be t0 due and payable upon completion of the installation of the EquipmenUSyslem and as a precondition to activation of System and,it applicable,connection to Tyco's Central Monitanng Center('CMC') or any other Service(s) Any changes In the STATEMENT OF WORK!SCHEDULE OF PROTECTION made by the Customer otter execution of this Agreement must be agreed to by Tyco and the Customer in writing and may be subject to additional charges andlor fees Any equipment ordered by Customer by e-ma4 or telephone order shall be subject to terms and conditions of the Agreement and may be subject to shipping,handling,and/or restocking fees For the Service(s)provided as indicated in this Agreement,Customer agrees to pay Service Charges In the amount of $ 2,338.90 per annum(ihe'Annual Service Charge'),payable in advance Quarterly pals applicable stale andlar local tax(es)for S year(s)(the'Initial Term')effective from the dale such Service Is operative raider this Agreement Until Customer has paid Tyco the Installation Charge and Fees in full Customer grants to Tyco a security interest in the Equipment and all proceeds thereof to secure such payment After the Initial Term Ihis Agreement shall automatically renew on alan Annual basis unless terminated by ether party upon written notice at least thirty(30)days prior to the anniversary date Tyco shall have the right to Increase Annual Service Charge(s)after one(1)year For termination prior to the end of the Initial Term,Customer agrees to pay In addition to any outstandingFees and charges for Services rendered ills () prior to termination, 90°/s of the Annual Service Charge(s)remairong to be paid for the unexpired term of the Agreement as liquidated damages but not as a penally Additionally,Customer agrees to pay any assessments,taxes,fees or charges imposed by any governmental body telephone,communication,or signal transmission company such as(else alarm,permitting or connection fear,or administration fees or service charges assessed by Tyoo related to AHJ requirements and/or changes to applicable laws,the need to reprogram alarm controisldevices to comply with area code,signal transmission,numbering or other changes relating to the Installed Equipment andlor Service(s)provided under this Agreement 'Fees 0 III. ENTIRE AGREEMENT;CUSTOMER ACCEPTANCE: This Agreement,together with all of its written Amendments,Riders,Scope of Work andlor Exhibits constitutes the entire agreement 0 between the Customer and Tyco relating to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements and understandings The terms and conditions of this 0 Agreement will prevail over any conflicting,inconsistent or additional terms andlor conditions contained in any purchase order agreement,or other document issued by Customer In signing this f!5 Agreement,Customer Is not relying on any advice,advertisements,or oral representations of Tyco and agrees to be bound to the terms and conditions contained in all(he pages of the Agreement Customer agrees that any representation,promise,condition,inducement or warranty,express or replied not included in this Agreement will not be binding upon Tyco,and that(he terms and conditions in this Agreement apply as printed without alteration or qualification,except as specifically modified by a written agreement signed by Tyco and Customer Any changes in the Statement of Work or scope of The work requesled by the Customer after the execution of this Agreement may result In additional cast to Ore Customer and any such charrgesladditions must be authorized in a writing signed by both the Customer and Tyco. Customer's failure to accept and sign this Agreement within ninety(90)days of the date shown above may result In price increases.Customer acknowledges that(a)Tyco has explained the full range of protection,equipment,and services available to Customer;(b)additional protection over and above that provloed herein is avaiable and may be obtained ham Tyco a1 an additional cost to the Customer,(c)Customer desires and has contracted for only the Equipment andlor Service(s)itemized in this Agreement;(d)the EquipmenllServiee(s)spedfled In(his Agreement are for Customers own use and not for the benefit of any thad party;(e)Customer owns the premises in which the Equipment is being Installed or 00 has the authority to engage Tyco to carry out the installation In the premises;and(Q Customer will comply with all laws,codes and rerprlaUms pertaining to the use of the EquipmenllService(s). ATTENTION IS DIRECTED TO THE WARRANTY, LIMIT OF LIABILITY AND OTHER CONDITIONS CONTAINED IN THE SECTIONS ENTITLED-TERMS AND CONDITIONS" AND 0 `ADDITIONAL TERMS AND CONDITIONS". THIS AGREEMENT REQUIRES FINAL APPROVAL OF A TYCO AUTHORIZED MANAGER BEFORE ANY EQUIPMENTISERVICES MAY BE X PROVIDED.IF APPROVAL IS DENIED,TINS AGREEMENT WILL BE TERMINATED AND TYCO'S ONLY OBLIGATION TO CUSTOMER WILL BE TO NOTIFY CUSTOMER OF SUCH TERMINATION AND REFUND ANY AMOUNTS PAID IN ADVANCE. IF MAINTENANCE SERVICE IS DECLINED,OUST MER MUST L IF A 5-DAY FAMILIARIZATION PERIOD IS REQUESTED, CUSTOMER MUST INITIAL HERE HERE f 48 TYCO INTEGRATEO SECURR CUSTOMER: y P ( M r f us ar°s Presented by: Accepted y; 0 (Slgrature o1T co Saes Ro rs live} hariz d ReP resentaliva) Salsa Agent° Sales Representative Registration Number(R applicable): (Name Printo 48 E MONROE COUNTY ATTORNEY T1tle°: � .....�� (��10� T�FORMr Data Stgrdedt„ ,, CHRISTWE LWBEW1*.BARRO`W a-Form 8960UE01(092015) ASSIST"AN T"C d TY "Y Page 1 u(S TEAT ;-°� - o 2015 Tyra NI R ghts Reserved Packet Pg. 1023 C.41.b tqCL Integrated t curity COMMERCIAL SALES AGREEMENT TOWN NO, CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO. 0122-HOMESTEAD, 112203661 1.306SYNO r� FIL SCOPE OF WORK I SCHEDULE OF PROTECTION IV, SCOPE OF WORK I SCHEDULE OF PROTECTION("SOW"):Tyco agrees to install or cause to be installed the Equipment and furnish the Service(s),collectively,the System,on the terms and conditions set out in this Agreement. A. Ownership of System and/or Equipment:Direct Sale(equipment to become property of the Customer upon payment of Installation Charges and Fees In full), T.3 B. Services to be Provided("Services") 0 Alarm monitoring and Notificalion Services: No Service Selected Video Surveillance Services: No Service Selected Managed Access Control Services: No Service Selected Video Equipment: Closed Circuit Television PROVIDED Quality Service Plan(QSP)Maintenarice;Preventive MaintenanceAnspeclion Maintenance Quality Service Plan and 1 Video Inspection PROVIDED QS Additional Services No Service Selected C. Equipment to be Installed("Equipment"): Tyco will install,or cause to he installed,the Equipment(or equivalent) as set forth in this SOW in Customer's designated facility(ies). As used herein,'installation'means:(i)affixing all Equipment and materials provided by Tyco at such locations within the lacility(ies)as are designated by Customer,(ii)providing and pulling cablestwires required to canned the Equipment to Cusomers Communications Facilities and making such connections,(iii),in the ease of a Digital Communicator Installation, mount Equipment and plug into RJ31X phone jack previously installed by Customer,(iv)in the case of radio installation,mount radio Equipment and program Equipment with number furnished by Customer;(v)providing and Installing sohwara firmware required by the Equipment;(vi)performing testing as required to establish that the Tyco Equipment is connected,is functioning according to its specifications,and is communicating over Customers Communications Facilities;and(vii)providing user-lovel training to Customer's designated representative in the use of such Equipment. Oty Product Name Location 32 Regular Labor 2[D'VAR HYBR'D 50M RECORDERS 16 CH AN 116 CH IP � 1 Testing and checking existing devices 1 Programming 2 J GiGAB T POEIPOE+SMART SWITCH 28-PORT GIGABIT WITH POE U) 1'N N 73023•A3AS FLEXIDOME IP stadrght 70M VR FLEXIDOME IP STARLIGHT 7000 VR 1 i080P 3 9MM IVA SMB 1 VDA A�MF-00M W'alll mount bracket for dome camera a 1 2 POE CAMERA(RJ45) FEMALE/FEMALE f NIN-73023-A3AS FLEXIDOME IP starlight 7000 VR FLEXIDOME IP STARLIGHT 70DO VR 10BOP 3 9MM No Charge _ I ,VDA WMT-DOM Wall mount bracket for dome camera No Charge 1 00 D. Scope of Work:This Section Is intended for installation use only,Any language contained in this Section that attempts to modify the Terms and Conditions of this Agreement shaL be void and of no effect CD N Contact Information Call Michael day before you are in route 3057987957 Sylvia Hernandez 3059622563 Cell sytviandz@gmail com Philip 16rcher(305)902•6201 pskimherighulmaii cornTyco 4) Integrated Security!JCSS contact is Michael Espriella 3057987957. X System Operation Tyco IS I JCSS will install two(2)new HDVR to record and overview cameras to the existing polls on the Truman Bridge North and South,also to Install 2 tP Cameras with gmsa neck mounts Remove the 4 Truman Bridge North and South Cameras and give to customer.1. Overview Camera viewing traffic leaving the Island Truman Bridge South,2, Overview Camera viewing traffic entering the Island Truman Bridge North Tyco IS I JCSS veil install To connect 2 New NVRs and Program wilh names of Cameras secured in County Provided NEMA 4X 0 Enclosures 1 Conned 2 Basch License Plate Reading Camera to check Focus and sal up alai when olAine Also Hard drive failure Alert, 2 To install 2 Bosch Overview Camera to back up E License Plate Reading Camera Check Focus and set up alert when Cameras are offline Also Hand drive failure alert.3. Customer to provided IP Addresses and Power for both. Programming Into Tyco IS I JCSS wfC.program systems with License Plate readirg cameras and overview cameras to recorders Tyco IS will program recorders for remote oevving with customer provided intemel. Site Conditions Monroe County Right of Way,Mount in County Provided NEMA 4X Enclosures for the North and South Entrance Existing Equipment:Existing equipment to go in the 1 North Truman NEMA 4X Enclosure,1 South Truman NEMA 4X Enclosure 0 Customer Expectations All installation,programming,inspections,and training will lake place Monday—Friday Sam—5pm >% Training Expectations Tyco will train all necessary all personnel on proper system operations, This includes remote viewing with customer provided inlemel web browser and App.the day specified by Tyoo Integrated Security UCSS General Comments.Customer agrees to pay,or reimburse Tyco!JCSS for the purchase of any required permits and payment of any fees assessed by the AHJ,In addib:n to reasonable admirdsfrallon fees assessed by Tyco 1JCSS to obtain and maintain such permits.Tyw 1 JCSS makes every reasonable attempt to estimate and collect such lees from Customer in advance of the Installation;however in some cases it is not practicable or possible to do so.In such event,Customer will be invoiced for the fees owed and balance due Customer Responsibilities I Tyco Exclusions Customer is responsible for granting access to facility during normal business hours(Monday-Friday Bann-5pm)for installation,testing and training 0 purposes Customerwill provide and maintain power outlets at the location of the Tyco Integrated Security IJCSS installed Systems. Customer will provide and maintain Modem and IP addresses at device locations per Tyco Integrated Security/JCSS specifications. Customer will provide and maintain power to Tyco Integrated Security!JCSS provided systems Customer will provide Inlemel a-Form a8e0UE01(092015) Page 2 of r,2015 Tvea M RI®htt Rinewed Packet Pg. 1024 ounnecilon wilh open In purl for communica6an purposes as well as remote vevving Documentallon Needs.Pfuduct inloffnapan on panel may be left with new equipment .................... .................. GUSIDMEr Initials Typo Rep Initials Contract Notes- cm 91 06 -6 0 0 U) M 0 E U) C14 x E 0 9-Form 89BOUEOI(09120151 Page 3 of I 0 2016 TM.All Rights Reserved I Packet Pg. 1025 C.41.b TERMS AND CONDITIONS TERMS AND CONDITIONS _ r� V.Cuslomer and Tyco agree as follows 0 A Services, CD A 1.Cenfral Station Signal Receiving and Notification(Alarm Monitoring)Services Intentionally left blank.Services have not been purchased91 A2CammunicationFadfifies Intentionally left blank—Alarm Monitoring Services have nor been purchased A 3, Maintenance Service/Quality Service Plan('QS17) 1. If OSP is purchased,Tyco will provide and bear the expense of maintenance/repair of the covered Equipment for issues related to normal wear and lean The follow ng are not covered under OSP and any requested OSP Service will be provided on a lime and materials basis (a)window foil,(b)security saws,(c) E product installed contrary to OEM specifications (d)exterior wiring,(a)programming changes,(f)software updateslupgrades,unless Software SupW Services are purchased(g) consumables such as batteries and printer supplies,and()'Condition`not covered by Warranty shown below Customer shall pay for any related labor andler materials for such work at Tyco's then applicable rates.Additional charges may apply for OSP Service requiring the use of a lift.Tyco s obligation to perform QSP Service relates solely to the covered Equipment. 2 Iq if OSP is not purchased prior to the expiration of the Equipment Warranty,Tyco will provide such OSP Service only after inspecting the Equipment to be covered and making any necessary repairs uror o eplacarnentls to bring ilea EgfrlprnenUSyslem info ampkanca 9b Tyrta°s spalGcatians andlar the stanrdards set by appl ynblelava 3 QSP Sew will be funaishod during 06 Tyros`No inat Watling Hours'tbetween 8:00 AM.and 4,30 PA f amaday through Forlay,except holidays) OSP Service prmorrn outsWar of fhaw hours Is subject to adoltmafaaaf 6 charges Provision of OSP Service is conditlorned upon the continued availability of system componenWparts from the original equipment manufacturer('OEM'). A 4, TesfinglInspections Service(`Tll°).If Til Service is purchased Tyco will provide the number of inspections/tests on the covered Equipment as specified in this Agreement. Such T/l Services will be fumished during Tyro's'Normal Working Hours`(between 8 00 A.M,and 4 30 P M Monday through Friday,except holidays).T/I Service performed outside of those hours is subject to additional charges 0 A S InvesliryWw Respronse Service Intentionally(eft blank-Services have not been purchased u) A 6 Select View Managed Video ServicesAnferactive Video Monitoring Services.Intentionally left blank-Services have net been purchased A 6 I.VideolAudio Alarm Verification ServicerVdeo Verification Intentionally left blank-Services have not been purchased. A 6 2,VVJOO Guard Tour I Work.Smvires havo not been purchased Q3 A 6 3.Video Escort Intentionally left blank-Services have not been purchased A 6 4.Video Assist.Intentionally left blank-Services have not been purchased, I i A,S 5.Vdeo Audit.Intentionally left blank-Services have net been purchased __ Cd A 66 Cfuldoor Interactive Video Monitoring Services.Intentionally tall blank•Services have not been purchased � A 6 7,Managed Video Portal lntentionally left blank-Services have not been purchased, A 68 Unattended Delivery—Alarm Based Video Monitoring intentionally left blank-Services have not been purchasiod, A 69,Unaa,llenrded Delivery—Live Video Monitoring of Process-Intentionally left blank-Services have not been purchased A 7 Managed Access Control Services.Intentionally left blank-Services have not been purchased A 8 DaiaSCrurco Sorvfaa_Inlenlisnarty left Wank•Srarvrres have not been purchased. A g,Vidoorr/isr)on with Auditing ingonl cituhly left blank- raaco is no k"Mrrgea offered, � A 10 iposprm'1 Auroo.ar,IrlYunlronalU fe1U tyfarrk-Servkfe.m fuavrl viol bker,p arc'hase d i ^� _.l IA III Data Hostir dStoregeServices IntentionallyUoftbOnrnk-SenAceshaavenoltworl rcbasod, � A 12 Motffo Sw uunlyAfurragaaramam ('MSIC")Sevkaas„halo-rttlorzafly rel9 Na'ank•Sorvice he°ponoq loci>ra prchaased. p poi iseuufces if 1"ioltvaaro SuppMlfrl Srrr'wirf4s("ua"SS)are purchased lhoy w1Ul ha prruwidorl on piu�n.ed scafdwarn tilYrd,rnrprus,ry tpfenl"ufsed tr°,lhAs agnaar�eol„(live"Cownuraf ! � Ada u„uaflvraueSu. f Sohw waj Support Cunehlx fu�SSS for Covered Sofiwarova suI 10 the tallowing condawflis('Suai and CM111liurts`I(a),TyLo s noceipi of the Software S oppod Fee;,b)the Covemd � Software+is rout muadI hrurm its standaard form originally fknose d by the 54i"(kwaro ownerrlkensfe('9,I=saara),n(r)Cuslnrnnr's use of Covered Softwasia Is to accol daoce wills theOod user � I eauso agrarnnaorat I`EULA')be woet Customer xnrd Licen oar,If appkcab8ol(d)Cusloraor prov°iufes.7yoo(anddar Its aarhanrizoul cepamsaraulah s)with and Mian rocossary(1)any itlloam ainei antifor docrrruamtalw'fsu re¢puured to onci tale 11ao problem feel at p ce ,foanuldy tlndiwkduaftyVa'UN trveCy a?mblapn')(2')log in,17ttVr6Y e',,fair remote lreuble Qii,*,afnu4 (3;Tt..Pjip Eftieroel , nufwnute addresses and(4)aa,arrss to C"zOmer s network satuem and hwdwapo,and(a)the pare rsa,opvralfing syMemt and astociatod sy^slam snflware,and ogarrrdnlntdeg a;ndoaml or ass@moot uadtwonn are frpSaraVW y pru podY Exaluska n Tym will not provide SSS whorl a Prnblrrn Us caused Ity(af rulmml on movaimpe„Irrgrroprlr opoilk uu negiect or misvan oil free,Covered � ftwaro or assmMf Equiparnent Sysfern,th)Calomers fadure to malfr4ki proper site 1m enaimntmemal uxa-mdnkats,(ia)any allentpts at confluragiewv repaars°suppaat,of raa frcawns to C1 fire Covered 5ollivam not partci by Tyco aelhnaited (,d)discurilinved systems or whw^aru�(e)casualty,act of God,the unardtiodoed ads of t6brd pa hoes,p,ILI t ours or Inlurn`upllon of elocudv ll porwat,tafeiAvue oiroorurnlrrmoatPtn hire ear like caoso,or(g)any utlter cause a)xlernar 0 Ilse Covered Softvrirro Psurbiem Resgfuixara Tyoo wrmlf pfuv doe Custonuar v r1h oO ema4 anal IeEepdua ue sarpuan on dap C rowan ed Software Tyco from un@ use reasonable le rmnumerrcfaal Wforts to mmbe and rat Uve Problem Mbio f y-orrgiht(48)froun tarok„Goa r blotoat corretf on ma'y paowy9ed Tyco°s distreq a as a solaro fix or woakarrund.1"ycn rh aadmay aalw4se Cfrsuinrar on T "s proasgaess fro ad'iagrao,fr g armdlot rromrer4rng 1ho repaired e'<I Pr tern Customer acknowledges Mot Tyco may ka unAler lo resolve Prtublem duo to(,a)rOs Inabrkfy for recreate,locate or Wenfafy the Problem(b)la uos related tie C"usfomel s 0 srAean hardware,nobroo(k or Internet connoctivrty issues or t3)issues for which lfw Origorxal Equlpmeril Manufacturer('OEM')andor Lkenstro(cellectuwely aKo referred to&s an'Tyco 0 Stwpp9 er)has m Dori�N a roil t or uapryarourud.if T is unsdph�n In rmrAve W coorp xl�a Pro�birim Tyco It r0frly Customer and pu5a s underd!yiswy;ndrx�lreta�tian as awaraba, 0 Nohwa slarud�rig anything 10 the cronfrary horain,'Tyco mvakeir vie warrant1es dual its offorts wail be suc-cessksl in diagnosing,resolwmog or cowling any Pmafern S ilware Updates. Customer uridemiands that the SSS pmvudos access to updates And ugrgrarkis but do not rocksde the provision of snflwam updalo of ufa nrdo services untosa pare med,if software spgrades arc roqu ra id to correct a Prolnlorn,such software upgradlau wi l be ynaaviditr rat Customer's request.on a lime and inalanals basis at Tycn's then-curroul I'aouofIr rates as such E upgrades become awaffabio from the Ty%o Supplier.On Sito Fit pne°er Support 17,eiNices.ff'Tyco determine,ILI on=slug engineer support servicou ('ES'S'1 are necessary to correct a PNrablern Tyco wrull pna,4da CSS on a time,and maforrods basis at Tyco's their current ESS tales plos any reilatod travel or other expenses,Sudw E,$S may include orrsilo sotharam ufstar"lon � assistance training,or Problem diagnosis,resolution,and/or correction Relum of Daferdive Media,Customer may return any defective media directly to Tyco us ng a Tyco furnished return authorization number Fee for Reinstatement,Customer may incur reinsiatemenl charges('Reinstatement Fee')at Tyco s then current rates,if it allows SSS to lapse and later requests Q reinstatement within one year the time the SSS(apses.Limitation of Liability.Notwithstanding anything in the Agreement to the contrary,Customer acknowledges and agrees that neither Tyco nor Its Supplier will be responsible for Problems caused by changes In the operating charanlerishcs of the Equipment/System upon which the Covered Software Is operating,or 0 for problems in the nieracbon of the Covered Software with Customer's Network or existing sollwarelfirmware/hardware In no event will Tyco and/or Tyco Supplier be fiaUe.for any(a) third party claims,(b)loss or damage to any systems,records or data,or liabilities related to a violation of an individual's privacy rights;or(c)Indirect,incidental,spec at,consequential, punitive,reliance or cover damages(including loaf profits and lost savings). Customer further agrees that,in no event will Tyco s and/orTyca Supplier's aggregate liability regardless of cause(including,but not limited to,liability fee negligence,strict liability,breach of conLracl.misrepresentation and other contract or ton claims)arising from the provision of or failure to � provide SSS and/or Customers use of or inability to use any Covered Software or related System,exceed the lesser of USD$1 OOD or Me total SSS Fees paid by Customer, A.14. Lynx N .rig ( yn ys 1 y _ ys y Network Duress and Notification System `L x S tea'.Intentionally IaR blank mLynx S Iam/Se shave not been purchased � A f6„Ttf^tD Tracking System('System') Intentionally left blank®RFID Systems have not been porch a-Form 88e0UC01(092015) Page¢of ®2015 Tyco An Rights Resaeved Packet Pg. 1026 C.41.b A 16 HID SEOS Mobile Credential Service('Service'), Intentionally left blank e Service has not been purchased. ,A,17 Customer For Life Program('Service'), Intentionally Left blank®Servnce has not been purchaSedr A 18 Outdoor Radar Perimeter Protection. Intentionally left blank®System has not been purchased. A 19 Self Printing Service Intentionahy left blank®Service has not been purchased. CD A 20 Audio Enabled Dovr"oes elentionalhy left blank—Equipment has not leen purchased. 91 A 21 Additional Series If any other servw,as Including but not imlled to Rho f0foavrtng,are being furnished under this Agreeri ent,Customer andlyco Y&enterinlo ar separate I that � will be attached to and incorporated as part of tliis Agreement(a)Select Link-Immediate Response Information Syslam(IRIS)(b)Managed Amiss znlm(c)Efedron ra Ardlcte tip Surveillance('EAS')(d)Guard Response Servroe(e)Radio Frequency Identtt'icatxars(`RNO')(0 Training Servirms(g)Watchman's Reporting Ser0oa � 9 Warranty(g0 Day) 1. If the transaction type is'Direct Salo any part of the System(as distinguished from the FirmwareJSoftwore)installed under this Agreement,mcuding Iha wirrg, which proves to be defective in material or workmanship within nlnely(90)days of the date of completion of the Installation(`Warranty Period'),will be repaired or replaced,at in Tyro's opgon with anew or functionally operative part Materials required to repair or replace such delective components will be famished at no charge during the Warranty Period Warranty Services will be furnished during T 's°Normal Working Hours`(between 82 A.M.and 410 RM Monday through Friday,except holidays) Warranty Service performed outside of these hours is subject to additional charges. 2 For°T ed°equipmerlUsyslems: (a)the equipmenUsystams are provided*AS IS'and without warranty;and(b)Customer is mitransible to 06 maintain such equipment/system in good working order- 3 The following'Conditions'are not covered by Warranty:(a)damage or extra service time needed resulting from acicsilents acts at God,lightning,strikes,ricks,Ws terrorism,acts of War,alteration,misuse,tampering or abuse,adjustments,repairs or maintenance not performed by Tyco,or from parts,equ pment accessories attachments or other deviims not fumshed by Tyco(b)Customers failure to properly follow operating instructions provided by Tyco or OEM;(c)adjustments necessitated by misalignment of video cameras,improper adjustment of ! monitor brightness and contrast tuning dials or insufficient light on the area viewed by the ca ra(s);(it)trouble due to interruption of Internet,telecommunications,and/or electrical service (e)battery failure(0 devices designed to fail in protecting the equipment/system such as,but not limited to,fuses and circuit breakers;and(g)System modifications/cusfomization 0 requested by Custottier° If Customer calls Tyco for Warranty Service and Tyco's representative finds that one of the'Conditions'has led to the inoperabildy or apparent inoperability of the EquipmenUSystem,or any component,Tyco may bill Custonter for the service call whalher or not Tyco actually works on the EquipmemUSystem, it repairs are required due to one of the above'Conditions',Tyco will charge Customer for such work on a time and materials basis at Tyco's then applicable rates lot labor and materials 4 THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO,ANY MPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.THE CUSTOMER'S EXCLUSIVE REMEDY WITH RESPECT TO ANY AND ALL.LOSSES OR DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING TYCO'S NEGLIGENCE,IS REPA'R OR REPLACEMENT AS SPECIFIED ABOVE TYCO WILL IN NO EVENT BE L ABLE da FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE,INCLUDING WITHOUT LIMITATION DAMAGES FOR PERSONAL NJidRY OR DAMAGES TO PROPERTY,HOWEVER OCCASIONED,WHETHER ALLEGED AS RESULTING FROM BREACH OF WARRANTY OR CONTRACT BY TYCO OR NEGLIGENCE OF TYCO OR CD OTHERWISE C System Requirements,Miscellaneous. 1 Vaults Customer must ensure that any Customer vault protected by sound or vibration detector systems has the minimum construction charachmslics prescribed by the Underwriters Laboratories,Inc. 2 System Testing. Customer must test all detection devices or other electronic equipment according to procedures proscribed by Tyco prior to selling the alarm system for closed perms and must nobly Tyco promptly If such equipment tails to respond to any such lest. 3 Familiarizaton Period UNLESS CUSTOMER HAS REJECTED THE FAM UARIZATI PERIOD(EXCEPT WHERE A FAMILIARIZATION PERIOD IS REQUIRED BY LAW),CUSTOMER AGREES THAT (a) CUR NG A FIVE(5)DAY FAMILIARIZATION PERIOD OR SUCH PERIOD AS IS REQUIRED BY LAW;AND(b)FOLLOW NG COMPLETION OF THE INSTALLATION AND THE COMMUNICATIONS CONNECTION TO TYCO°S CMC(AND DURING ANY APPLICABLE EXTENSIONS),TYCO HAS NO OBLIGATION TO,AND WILL NOT,RESPOND TO ANY ALARM SIGNAL RECEIVED AT THE TYCO CMG FROM CUSTOMER'S PREMISES DURING SUCH FAMILIARIZATION PERIOD,CUSTOMERALSO AGREES THAT DLRING SLCH PERIOD TYCO HAS NO OBLIGATION TO,AND WILL NOT,NOTIFY ANY AUTHORITIES,CUSTOMER,OR A PERSON ON CUSTOMER'S EMERGENCY CONTACT LIST,OR TAKE ANY OTHER ACTION WITH REGARD TO ANY ALARM SIGNAL TYCO RECEIVES,EVEN IF DUE TO AN ACTUAL EMERGENCY EVENT, d. Special Equipment Requirements 11 Customer requires Installation or service of equipment in areas inaccessible without the use of lifts or cranes°or it non-skandard conditions at the Customer site require special equipment ter installation or service,Customer unit provide such equipment,or willraimburse Tyori for any applicable charges or fees. 5 Training Services. Tyco provides initial training to Customer on use of the equipment installed at the time of installation Thereafter,Customer may purchase additional training in on0curmcromeros at TYWLS then current rate, 6 Silo Preparation Intrusion and Restorafion Unless otherwise noted herein,Customer is responsible for providing: (a)any necessaryelechic currem,(b)an outlet within 10 feel of an alarm control panel,(c) telephone connections,(d)network drops,and e)any required conduit,wiremold,or attar raceway,(q any required IP address assignments,and(g)additional network software licensing. Ttie installation of the equlpmenUsystem may necessarily require cutting bolting or fastening into Customers floors.walls and/or ceilings Tyco shaft not be responsible for any expenses related to Intrusion,maid fungi,bacteda waVdrymt,patching floor or wall finish rig,or pain(file,carpet or wallpaper matching,rastoration or replacement resulting from installation or rye service of the equlpmenUsyslem 7 BatteryPowered Devices Customer understands that any battery-powered motion delectors smoke detectors,door and window contact transmitters and other detection sensors installeclservced under this Agreement require batteries to operate THESE BATTERY-POWERED DETECTION SENSORS WILL NOT OPERATE,AND THE ALARM WILL NOT SOUND,IF THE BATTERY ENERGY LEVEL OR CHARGE IS LOW,OR DEPLETED, his Customer's sole responsibility to maintain and replace any batteries, Customer shall carefully read and lolfow tiro owoor's manual,Instructors and warnings for all such equipment and regularly inspect the sensors for dirt and dust buildup and test the sunsets weekly to heip ioufnlain corunued oyariaticn 7.Closed Circuit Television('CCTV°)1v1deo Equipment,(a)System Requirements Customerwill provide:0 adequate illumination under all operatpral conditions for rho proper operation of any video camera(s);(fi)any required 110 AC power supply°and(lit)appropriate space for monitors (b)Audio Moniloring(Recording Customer's dccrosi®n In install video equipment with audio recording and/or monilonng capability(Video with Audio')is based solely on Customer's own ndependeM business judgment without any Involvement or approval of Tyco.Certain laws may Emit or preclude the use of Video with Audio By installing Video with Audio in Customers premises,Customer accepts the responalbirty of knowing and fully complying with at[ applicable lam Including but not limited to all requirements that clear and conspicuous Police be posted in Customers prem sas warning of Cust mrs use of audio recording and/or monitoring equipment on its premises 00 0 New York,t fly Fire Systern lnfefrfionally deft blank»aoovered system is nol Installed in NY C � eel 0 E canonic Madia,Pomonai{mormahon Consent to Call Tort our EmMi.I Elecno il"Wirt,a.E"Ilter party fraay aar fax,amad,Imago or otherwise convert gills Agrttanaent into an 0 NIa�ggnlre fonind of any spats or Ion,nowknown ordeveloped n the future Any unallere€1 or unaduherated aipy of arts Agreenuentl produced from sixti an electaa of formal will be Oegatly ye binding upon the parties and equivalent to fho original for all purposes Including litigation,Tyco may rely upon Customers assent to the forms and conditions of this Agreement,if Cuslomer Gal has signed this Agreement or has demonstrated its intent to be bound whether by electronic signature or otherwise 2 Personal Information.Customer represents and warrants that Customer has obtained all consents and has Menight to(a)disclose to Tyca all personal information disclosed hereunder concerning indivduals/amployaeslor otharthird parties including all information contained in Customers Emergency Call List('ECLI;(b)permit Tyco to collect(including consent to record telephone conversations with Tyro),use,disclose and transfer such personal information;and(c)expressly authorizes Tyco to use such"nal information to administer the relationship and the agreement between Customer and TyM including,but dal not limited to contacting Customer personne at tho telephone numbers andlar email addresses provided ()using SMS,text,prerecorded messages,or automated calling devices to delrvof messages to s-eUconfirm a se v teArtslawfalten appormaraeni andor(ii)to Irrra'vide'inIormation oa utfer's aluout pfisduicCs amll services W Interest los Cusforraur,Costumer arcirtm ledges CD and arfroes that'ryco may sham all such urfermatioe volh Its parents,subsidiaries affiliates a 1 IIst air successor corporalmns or any su ontracmr or assilpieni,withor and 005do the tiounlry in which,Ito Customer is localed andt thereby subj%i such 4ifumaliowr W the laws of suoh countries oO E.Urortali rr of Lob Ay lmdrwnunrfcatlrn(Sate of d r rGss/Jwrpeo Equipment and nstallat our,01 y) Notwatfrslarw9tng anyOurig fo lho conliary in th r Agrreema rO or any purchasing d'F anent pwosent 9 by Customer,only Vide aaulfna Access Equiprnpot and Services sh, be providedby Tyco under 11ho lremns and cosuditxvts of this,P re nmm The Equtprnent and Senerces If— prewidod by Tyra undur(lets Agreentienl Witt nrtot IncJrde(a)burglas�r arrd.�pr 6me r�fer"Earm m ataml turprnomt m nrranitorrng,nmrnterumao„;,insfrocErrrar ur opdsmf samncos,(b)e�ty gtiraad 1 � sor es,or(u)inchifeclmap arigrimuing,or design prohssounat services if any othes equiIsmem of sArikes am requested by or provided to Cuswtaar,then such equipment arulks svmcces shy be peoviJod ustdox a soparaia wollen agreuroerd ei by Custoner and Tyco which'1 shall Mann the atdunr odrrslry specafxs forms and cnndnions Mound on E w"I is.txsnwsgandawdpandc 1 Indemnify(a)Tyco shall defend indemnify and hold Customer its corporate affiliates,and their respective officers,directors,agents and employees hi less from damage,liability and expense resulting the negligent acts or willful misconduct of Tyco's agents and employees committed while performing on Customers premises,to the extent Thal they are the a•Fonm 8880UE01(0912095) Page 5 of 9 ®2015 Tyco.All Rights Reserved Packet Pg. 1027 direct cause of the loss,damage or injury to third parties or Customer's property(9-g.,equipment dislodging and sinking a third party due to impriziaerinstatialkin),as opposed loosing caused by an occurrence or the consequences fterelthim that the Equipment or Senorices were intended to offer,dated or avert.(b)Customer shall defend,indanunry and hold Typo.its affiliates,and their respective officers,directors,agents and employees,harmless from damage,liability and expense to the extent that any such loss is nardirecily caused bythe negligent ag acts or willful misconduct of Tyco's agents and/or employees,or arises out or any claim related to invasion of privacy,inflichan of emotional distress,harassment,violation of 0 eavesdroppingMirallapping laws or similar claims arising out of Customers use or the Equipment and/or Services. M 2,limitations on Uabihlry.If Customer uses the Equipment arfullor Services to aid in monitoring or controlling the location or activities of persons on or about its property and premises, CD :D Customer acknowledges mar the Equipment and/or Services are notintended to be the sole means for doing so,Tyco's Equi ismern and Services do flat cause and cannot eliminate 91 occurrences of the events they are intended to deter,defect,avert or record.Tyoo is not an insurer of the salary or security of any person,entity at property,or against the risks attendant to M a person's presence In,or ingress to or egress from any building,property or area that may be mandured by the Equipment and/or Services The amounts Tyco charges Customer are not L- insurance premiums. Such charges are bask upon the value or the Equipment and Services provided and are unrelated Is any such risk of loss.Tycc does nor undertake and assumes 0 ,no liability for such risk by providing the Equorriant and/or Services. I(Tiroc is nevertheless found liable under any legal theory lor loss,damage or Injury caused directlyur indirectly by E occurivences or the consequences therefrom which the Equipment and/or Services am intended to deter,defect,even or record,Tyco's liability shall be limited to the so M Customer for the Equipment or So at issue as Cuglomer's sole remedy.Tyco is not responsible for the proaservaWn of any computer programs or data and CustomerU for maintaining adequate back ups. F.Other Charges:Remedies;Termination.1,Tham may be a service charge to Customer for cancelled inslalkiliontservice appointments it Cuslorner cancels less than 24-hours prior to 06 dispatch,of if Tym*s representative is sent to the Customer's premises in response to a service call for false alarm or System malfunction caused by Culdner's operation con"to — instructions,failure to dose or property spare a window,door or other protected point,or improper adjustment of monlrom or accessory components 2 Failure to pay amounts when due 0- shall give Tyco,in addition to any other available remedies,the fight to terminate this Agreement and to charge interest at the highest Legal rate on delinquent amounts,Culdomilragrees to pay all costs,expenses and toes of Tyco's enforcement of this Agreement,including collection expenses,court oasis,and aftormays'leas.Installation Charge(s)are based on Tym 0 performing the installation with its own personnel If for any mason installation must be performed by outside contractors,Installation Charge(s)may be subject to revision,3 In addition to any other remedies available to Tyco,TycD may terminate this Agreement and discontinue any Service(s)it(a)Tyco's CIAC is substantially damaged by fire or catastrophe or it Tyco is unable to obtain any connections or privileges required to transmit signals between the Customer's premises,Tyco's CMC or the Municipal Fire or Police Department or other first 0 responder,(b)Customer fails to follow Tyco's recommendations for IN repair or replacement of detective parts of the System nor covered under the Warranty or QSP Service;(c) ag Customers failure to follow the operating ins lions provided by Tyce results in an undue number of false alarms or System malfunction;(d)in Tyco's sole opinion,the promises in which 0 The System is installed are unsafe,unsuitable,or so modified or shared after installation as to render confinualion of Serycets)impractical or impossible;(e)Tycia is unable to obtain or confiram to support technologies,TeleCom Services,Communication Facilities,Equipment or component pads itneracif that are disconlinved,became Obsolete or are afterwise nor cisainvor'ally available;or(0 Customer falls to make payments when due or otherwise breaches this Agreement. Tyre will vial be liable for any damages or svislecl to any penalty as a result of any such termination, E .......... 0 G,Hazardous Maleflals For all projects except those Involving now construction,Cuslomer represents and warrants Dial to the best of Customer's knowledge the work site is free of any 0 hazardous materials,The Is='hazardous materials'includes but is not be limited to asbestos,asbasms,00luiening material,polyclaradnated biphenyl('PCB'),formaldehyde or offer pacrittally toxic or otherwise hazardous material,It any such substance is discovered on the work silo,Tyco will not be required is install ors the Equipment at such into unless and unlit Customer cariffisis the removal or safe contain ment of such hazardous materials.Customer shall indemonly,defend,and hard Tyco,its officers,directors,agents,and vendors harmless from any damages,claims,injuries,liabilities resulting from the exposure of Tyclas employees,contractors,or subcontradars to hazardous mriperials at the work she;provided,however, that the foregoing provision will not apply when if has been determined that such hazardous materials were brought to the work silo by Tyco H�Waivers.I Waiver at Jury Trial,CUSTOMER AND TYCO BOTH AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN ANY MANNER CONNECTED WITH OR RELATED TO THIS AGREEMENT.2,Mutual SAFETY Act Waiver.Codulln of Tyne's systems and services have received Certification and/or Des -ignation as Qualified Amb-Terrorism Technologies('QATTI under the Support Anti-tin 'sin by Fostering Effective Techriolograa Act of 2002,6 U.S C.§§441-444(the'SAFETY Act'), As required under C F.R.25 5(a),to the maximum extent permitted by law,Tyron and Customer hereby agree to waive their right to make any dalars against the other for any losses, including business inerruplion losses,suvilained by either party or their respective employees,resulting from an activity resulting from rm'Acr of TembitiaW as defined in 6 C.F.R.25 2, when CATT have been deployed in defense against,response to,or recovery train such Act Of Tarrovisin I.Miscellaneous.I.Entorceatility.11 any of the previsions or this Agreement shall be determined to be invalid or unenforceable,the remaining previsions shall remain in full force and affect. 2 Paragraph and Section Headings;Captions;Counterparts The headings and captions contained in this Agreement are Imprinted for convenience or reference only,and am not to be deemed pan of or to be used in construing thils AgrermenL This Agreement may be executed in any number of counterparts,each or which shall be deemed to be an original,but all such E separate counterparts shall together constitute but one and the same agreement.3.FARs.Tyco supplies'commercial inams'wilinn the maraning of the Federal Acquisnion Regulation (FAR),48 CFR Parts 1.53,As to any customer order lots U.S government contract of funded directly or increctly with Federal Funds,Tyne will comply only willn the following mandatory flow-downs lot commercial fiern subcontracts pertaining to Utilization of Small Business Concerns,Equal Opportunity,Affirmative Action,and Veterans Employment:52 219-18;52 222-26 52,222-35;52122-36;arid 51222-37.4 Export Control Customer shall not export or re-exporl,directly or indirectly,any;(i)product or sevirice provided under this Agreement;in)technical ag data(ill)software;(fv)lrftamvafian;or(v)home acquired under this Agreement to any country for which ftel United States Government Or any agency PremQ requires an export license or other approval without first obtaining any licenses,consents or permits that may be required under the applicable laws at the U S.of other foreign jurisdictions,including the Export Administration Act and Regulations and shall incorporate in all export shipping documents the applicable destination control statements. Customer shall,at Its am expense,defend, indemnify and save Tyso harmless from and against all mind party claims,liability,besot damage(including altomeys'loes and other defense costs),assessed against or suffered by Tyco as a result of an allegation or claim of noncompliance by Customer with this Section. The obligations contained In this Section shall survive the lervimnabon or expiration of this Agreement S.Insuraincis Tyoo maintains comprehensive General Liability and Automobile Liability Insurance In amounts that meet or exceed:$1 000,000 per incident-$2,000,000 in the aggregate and Worker's Compensation coverage as required bylaw,Tyco will nor be required to provide a waiver or subragalmn in favor or any party,not will TWO be required 10 designate any party as a statutory employs;for any purposes S.Typo Brand. Without exception,Tyao-branded Signaga,including yard signs,window stickers and warning signs will remain the property of Tyxi and maybe removed layTycootarrylime. Customizes right to display Tyco-branded Sifinage is not transferable and ceases upon termination of expiration offlinsAgreenvard, 7.Resale If Tyco Is connecting to a previously installed existing system,to the extent the previously installed existing system is Customer's property,it shall remain Customer's properly, J.System Software;Network Connections.1.Any software lansvideval with the System or in connection with the Services;Is proprietary to Tyco and/or Tyco's supplier(s)and is licensed or 00 sablicensed to Customer on a non-exclusive basis Customer may not(a)disclose the Software or source code to any third parties,(b)duplicate,reproduce,or copy all crony pan of the Software,or(c)use The Software an equipment other than with the designated System with which it was furnished.A separate Software License Agreement or End User License C14 Agreement between Tyco and Customer andloi the software publisher may be required to use the software order obtain updateslupgrades.If the installed Equipment is to be connected to Customer's computer network I'Netwont'),Tyco*11 famish and Instal the software needed to run the Equipment and will connect the Equipment to the Network according to the Network X settings supplied by Customer. Insialki6on shall not include modificallicurs to the Network,securfly,or fir all settings. Customer will supply a TCPAP Ethernet network address and central I processing unit per Tyco specifications fier access control system operation Tyco shall not be responsible for the setup,operation,or maintenance of the Network or Network performance or compatibility Issues Tycia may assess additional charges,if Tyco is unable to coamed to the Network OF if any additional Equipment is required to lacifilifle connectivity between the Network and the Equipment, 2.Open Source Software,Tyca represents and warrants to the end user of the System that,to the extent the System includes any Open Source Software,the E Internal use and Operation of the System by the end user will not create any obligation on ft pan of Ver end user under the terms of any Open Source License(i)to make any source code 0 or object code available to third parties,of(fi}to license,disclose or ollnerwise make available to third parries any proprietary software,data or other information,or any as 'aced intellectual property.As used herein,the lean'Open Source Softwore*means any saftensm,program,module,code,library,database,driver or similar component for portion thereof)that Is royally Fred,PfOrid8lery software,Ins Use Of Which requires any contractual obligations by the user such as,without limitation,that software that Is subject to,distributed,transmitted, licensed or otherwise made available under any of the haftowing licenses:GNU General Public License,GNU Library or'Lesser'Public License,Berkeley Software Distribution(BSD) 0 license(including Pulse BSD and 80-style ficansas),MIT license,Mazilla Public Ucens%IBM Public License,Apache Software License,Artistic license(e.g,PERL),Sun Industry Standards Source License,Sun Community Source License(SCSL),Intel Open Source License,Apple Public Source License,or any suloslantlatir similar license,crony license that has been approved by the Open Bounce Initiative,Free Software Foundation of similar group(collectively,'Open Source Licenses'). K.Force Maoure.TYCO ASSUMES NO LIABILITY FOR DELAYS IN INSTALLATION OF THE SYSTEM OR ANY EQUIPMENT OR FOR THE CONSEQUENCES THEREFROM, HOWEVER CAUSED,OR FOR INTERRUPTIONS OF SERVICE OR FOR THE CONSEQUENCES THEREFROM DUE TO STRIKES,RIOTS,FLOODS,TERRORISM,ACTS OF GOD, ACTS OF WAR,OR ANY CAUSES BEYOND THE CONTROL OF TYCO.TYCO WILL NOT BE REQUIRED TO SUPPLY SERVICE TO CUSTOMER WHILE INTERRUPTION OF SERVICE DUE TO ANY SUCH CAUSE CONTINUES.IN NO EVENT WILL TYCO BE LIABLE FOR LOSS OF SPECIAL,INDIRECT,INCIDENTAL OR CONSEQUENTIAL DAMAGES, LAssigniti This Agreement Is not ass noble by the Customer except upon written consent of Tyco first being obtained. Tyco shall have ft right to assign this Agreemenlarto ......—-------—....... a-Fo"888OUEDI Page 6 OF 8 as 2015 Tyca.Ail FUghov Res®rod I Packet Pg. 1028 miNmMict tiftyoll ftrtWgations On der this Agmenimit willimA ooke h)Customer M fyw Lltvnsa Infitinrawi A1.20I-1054498 1499,1500 Ml�I W2,1542,594,515 The Security mdusly is govenroj by the rules wd rejuhi6cosollho Alabama QoctrotdcSecuinlry uJ Wirdull.kWisum frXi would l4einliumal=onihoso iu6s and regulations or Wt'AAkf iiko lu ra t,tatr a comfilaint you can cAritarl the Braid at AESBL 1956 Vaugho Rd,,thonkjorileiiy 30116,(334)264.9388 Fax &INNoW SiN utuy Aqfmdus#1 Slafo I"(9ka Para O,,J10a NxA 7220,(501)6104600 Q ROC281489 CA AC07207,977249 alarm company opordlost oirelikeflIsM a rlu]lated by M E16182 111%5 WI-1582g9,K07 OR CLEM 1i)7(110, PAMMAJIM118004,150126 AP-OM0V40704 1705 1706 1707,17DR,1709,-17101711 WIMM,4200 0ixJh1hain Obad Ste$50,rl W*orth,TX761I5-De;lGfPublk: 0 Safety FInvale Y"cw1ly51A)5N Lunar s'all AauMin VA I 14587,1 1149 1,11 7589,11,7578,2705147MAM TYCOIS�88600,,1 1824 N E Co,V,k Kwy#1105,Wired Y;A 98011 VN MOM Mississippi MS 1,5024(A0 The foregoing MM shows only those license numbers Tyco Integrated Security LLC(TyoalS')is required bylaw to include an marketing materials.A comprehensive list of licenses fiew by FycolS is available on waimlycois core(Legal) California Customers NIT,Upon completion of the installation of the alarm system the alarm company shall thoroughly instruct the purchasw in the proper use of the alarm system Failure by the licensee,without legal excuse,to substantially commence work within 20 days Imat the approximate date specified in the 06 agreement ashen the work will begin is a violation of the Alarm Company Act — 0 02.015 TYCO.All rights rese6.3 rved, 0 0 U) M 0 C Gg sm M C C C 0 E U) 00 T- CD C14 X C 0 sm 0 C 0 E e-Form 888CUEOI(OWOISli Page 7 of 6 c MIS Tyra AM R*Li Reserved I Packet Pg. 1029 C.41.b 460 tq Integrated Socurity COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO, JOB NO. PO NO. ESTIMATE N0, 0122-HOMESTEAD 1122030AI 1.306SYN0 FL ADDITIONAL TERMS AND CONDITIONS E DATE H&2016 Tyco Integrated Security LLC("Tyco") Monroe County Board of County Commissioners dfbfa:Duds Key Security Distncl,Camera System Installation Michael Espriella and Maintenance 06 6f130 Shadowridge Or, (,Customer) uatomsr Promisaa orvlcsd Orlando,FL 32812 Cummorelping Information 1100 Simonton St 61-213, Tele No.(202)649.8911 1100 Slmonlon Sheet room 2-216, Key Weal,FL 33040 Key West FL 33040 Attn:Clark Briggs Attn:Dark Briggs Tale.No.(305)292.4466 Tole.No. 0 U) 0 Notwithstanding anything in the Agreement to the contrary,Tyco and Customer agree as follows Terms and Conditions Elr clriw)Power Customer is responsible for providing 110V power at each device location dtE AlC Power Customer will supply the necessary 110VAC power as required by Tyco CD TCPIIP Customer will supply a TCP,1P ethernet network address per Tyco specifications for access control system operation qy All other terms and ikons of the WC ON as b I herein,shall remain in full force and ottecI t TYCO INTEGRATED SE CUS1NSA, l P Accepted resented By nature ofTyc Sale R mera ) i o of 0a se(Sg re { s l 2 s ,.a.. Sales Agent �r.1 ,� c" - Sales Representative Registration Number(if applicable) (Name Printed) Trifle: Dols Signed + � � MONROE COUNTY ATTORNEY — ARC W r A."TUy ORM, 00 CHRISTINECtMBERT"-BARUR WNS cy ASSISTANTCO TTO'RNEy DATE: �� ..- x 0 e-Form WOUE01(0=015) Page 8 of 8 2015 Tyco All R*ts Reserved Packet Pg. 1030 C.41.b A4C DATE(MMIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 03/12/2018 THIS CERTIFICATE IS ISSUED AS A 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 ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. rm If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer ri hts to the certificate holder in lieu of such endorsement(s). PRODUCER _.. _... NA�iI .,... ...... ... ,..Marsh USA Inc. I 411 E Wisconsin Avenue PHONE�.IExt); 1AAIP, .. ..... Suite 1300 E-MAIL _ .. (� Milwaukee,WI 53202 ADDRw .. Attn:JCI,CEOrequest@marstl.com ,INSURER�S)AFFORDINGCOVERAGE NAIC# CN101230596-5-17 18 _ .............. INSURER A:Old Re ubllc Insurance Com an 7 INSURED INSURER B:ACE Property and Casual Insurance Company 20699 Johnson Controls,Inc. —_P Y ___.,,,......tY..w........... P Y ......... ...... ........ ... Tyco International Holding S.a.r.l. INSURER C: SimplexGdnnell LP INSURER (see attached Awrd 101) - .D .. 0 ....... .. __.-.- . ........�� _ g3 1 5757 North Green Milwaukee,WI 53209 Avenue INsuRER..E... .,,. ,,,,, w,.,. 0 Y F: r) COVERAGES CERTIFICATE NUMBER: CHI-008623791-04 REVISION NUMBER: 3 0 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 CONDITION 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, 4) EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ..f TR X ,.COMMER"IPE OFURANCE.. ......... A, I L$.0V..' ..- ,...POLICY W)i_M LtCY EXP'..,. ----- INSD POLICYNUMBER M OD Iaq 1JD/YYY'Y' LIMITS A GENERAL LIABILITY MWZY 310897 10/01/2017 10101/2018 EACH OCCURRENCE $ 10,000,0o CD I)AsMAOC'I0AE.NII U- ..,. -.. X,.,..,......� CLAIMS-MADE C.-X....�OCCUR 10 0000,00 dg X Contractual Liability w pERSONALA ADV INJURY $ M OO _ ___ tm XCU Included 10,000,OOi tm X POLICY A1'k ECT APPLIES PER: ..P ... ... .. w GrN't AGGREGATE is IRILIMIT ENERAL AGGREGATE $ 30,000,00I ,. RODUCTS-COMP/OPAGG $ INC INGENAG( Cd GII'IE'dE. $ A AUTOMOBILE LIABILITY MWT8310896(Excludes New Hamp) 10/0112017 10/01/2018 COMBINED SINGLE LIMIT $ 7,500,001 X ANY AUTO MWTB310898(Primary NH$250k) 10/01/2017 10/01/2018 BODILY INJURY(Per person) $ A OWNED SCHEDULED MWTB310899 Excess NH$7.25mm 10/01/2017 10/011201/ 0 AUTOS ONLY -.--- AUTOS ( cident) $ HIRED NON-OWNED Excess NH Auto is Follow Form ) PRUD`P�FCTNIJ'�q gGrEa.. AUTOS ONLY AUTOS ONLY $ to Primary NH Auto $ UMBRELLA LIAB X G28162509 002 OCCUR 10/01I2017 1010112018 EACH OCCURRENCE $ S,------ a Mo EXCESS LIAB CLAIMS-MADE'. AGGREGATE $ 5,000,00( DED RETENTION $ A WORKERS COMPENSATION MWC 3108 A -seepage 2) IM1120W 1 11 1 X PER Ol —H- AND EMPLOYERS'LIABILITY STATUTE ER A ANYPROPRIETOR/PARTNERIEXECUTIVE YIN MWXS 310894(OH&WA) 10/01/2017 1010112018 5,000,00( � OFFICER/MEMBEREXCLUDED? N/A E.,L EACH ACCIDENT $ (Mandatory ribe onlder ........ . ._..... .. .... ..... _-5 000,0.I( E.L.in DISEASE EA EMPLOYEE $ O( if yes,des DESCRIPTION OF OPERATIONS below E.L,DISEASE POLICY LIMIT $ O( I T— CD Cd DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Monroe County BOCC is included as additional insured per the attached. See attached Acord 101 for additional information including Additional Insured,Primary/Noncontributory,Waiver of Subrogation and Notice of Cancellation prNskms, C AIR C Y RISK 0 am CD DAT CERTIFICATE HOLDER CANCELLATION WAIVEF Monroe County BOCC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1100 Simonton St THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN C Room#2-216 ACCORDANCE WITH THE POLICY PROVISIONS. 4) Key West,FL 33040 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi MUkher)ee rlvia�oo @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Packet Pg. 1031 C.41.b IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY,. ADDITIONAL INSURED -AUTOMATIC STATUS WHEN REQUIRED BY CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM o C U) A. SECTION II -COVERED AUTOS LIABILITY COVERAGE, A.Coverage, 1.Who Is An Insured, C is amended to include as an additional insured any person(s) or organization(s) for whom you are performing operations when you and such person(s) or organization(s) have agreed in a contract or any other agreement that such person(s) or organization(s) be added as additional insured on your policy. The status of an additional insured under this endorsement ends when your operations for that additional insured are completed. B. The most we will pay on behalf of the additional insured described in Paragraph A. above is the lesser of the amount payable under SECTION II - COVERED AUTOS LIABILITY COVERAGE, C. Limits of Insurance or the amount of insurance required by the contract or agreement. C. Notwithstanding any requirement, term or condition of any contract or agreement with respect to which this endorsement may pertain, the insurance afforded to the additional insured is subject to all the terms, exclusions and conditions of the Commercial Auto Coverage Form to which this endorsement is attached. 00 CD x C CA 289 002 1016 Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. MWTB 310896 Johnson Controls,lnc.Tyco International Holding 1010112017-10/01/2018 Packet Pg. 1032 C.41.b IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS - ENDORSEMENT A2A Named Insured Endorsement Number Johnson(',ontrols Inc.,T co International Holdin S.a.r.l. Policy Prefix Policy Number Policy Period Effective Date of Endorsement 06 MWZY 310897 10/01/17-to 10/01/18 10/01/2017 Issued By Old Republic Insurance Compan 0 U) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 0 This endorsement modifies insurance provided under the following. COMMERCIAL GENERAL LIABILITY COVERAGE PART 0 SCHEDULE 0 Name Of Additional Insured Person(s)Or Organization(s): 0 a� If required by contract,the person or organization listed on the certificate of insurance as additional insured,and each other person or organization required to be included as an additional insured pursuant to a contract with a named insured. A Location And Description Of Completed Operations: 0 0 As required by contract. 00 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. cv 0 0 x 0 Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property 0 damage" caused solely by "your work" at the location designated and described in the Schedule of this 0 endorsement performed for that additional insured and included in the "products-completed operations hazard". 0 0 0 0 0 GL 289 002 1012 MWZY 310897 Johnson Controls,Inc.Tyco International Holding 1010112017-1010112018 Packet Pg. 1033 couRraco O z,MculD`f•• Kevin Madok, cPA ••P ;o ...... Clerk of the Circuit Court&Comptroller—Monroe County, Florida ~Roe cou�• DATE: December 10, 2018 TO: Olympia Newton Engineering Services 0 FROM: Painela G. Hanco f .C. U) 0 SUBJECT: November 20'BOCC Meeting Enclosed is a duplicate original of Item G24, Consent to Assignment and Amendment to Agreement for an existing Contract between Monroe County, and Tyco Integrated Security Services, Inc., for services for Duck Key Security District, to assign agreement to Johnson Controls Security Solutions, LLC. The agreement is also being amended to include die County's standard contractual provisions, for your handling. Should you have any questions, please feel free to contact me at (305) 292-3550. Thank you. A cc: County Attorney Finance File x r- U) U) 0 U) 0 �s KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plan nn 305-294-4641 305-289-6027 305-852-7145 305 Packet Pg. 1034 4 C.41.c CONSENTTO ASSIGNMENT AND AMENDMENTTO AGREEMENT CL THIS CONSENT TO ASSIGNMENT AND AMENDMENT TO AGREEMENT(the"Agreement") is entered into this day of 2018 by and between Tyco Integrated Security, LLC("Tyco"or"Assignor"),whose address is 4700 Exchange Court,Suite 300, Boca Raton, FL 33431 and Johnson Controls Security Solutions LLC ("Johnson" or Assignee),whose address is 4700 Exchange Court,Suite 300 Boca Raton, FL 33431 and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS("County", "Customer" or"Owner")whose address 06 is 1100 Simonton Street, Key West, FL 33040; WHEREAS,the County and Tyco entered into an Agreement dated March 6,2018 for Camera System Installation and Maintenance for the Duck Key Security District;and 0 WHEREAS,Tyco is now operating under the name of Johnson Controls Security Solutions LLC; and U) 0 WHEREAS, County desires to have the Agreement dated March 6,2018 assigned from ASSIGNOR to ASSIGNEE; and 0 WHEREAS,the Agreement is also being revised to include the County's standard contractual provisions; NOW THEREFORE, in consideration of the mutual promises and covenants of this Agreement,the parties agree as follows: 1. The ASSIGNOR assigns to ASSIGNEE all of the ASSIGNOR's rights, title, and interest in the original Agreement effective July 1, 2018 and COUNTY consents to the assignment. 2. ASSIGNEE agree to be bound by all the terms and conditions of the original agreement dated March 6, 2018. 3. The remain ing,provisions of the Agreement, not inconsistent herewith, remain in full force and effect. 4. The Agreements dated December 9, 2015 and March 21, 2012 are hereby terminated. 5. Paragraph II Charges and Fees of the original shall be amended to add the following: The total payments (Installation Charge and Annual Service Charge) under the Agreement shall not exceed $49,999.99 without approval of the Board of County Commissioners. Payment shall be made pursuant to the Local Government prompt payment Act 218.735. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. 6. Paragraph V, E. 1(b)of the Terms and Conditions shall be amended to read as follows: (b) Subject to the provisions of Florida law per F.S.768.28, Customer shall defend, indemnify and hold Contractor, 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 Contractors' 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 U) claims arising out of Customer's use of the Equipment and/or Services. o 7. Paragraph V, E. 1(c)of the Terms and Conditions shall be amended to add the following: U) (c) Subject to the provisions of Florida law per F.S. 768.28, in no event will either Customer or CONTRACTOR be liable for any consequential, incidental,or special damages of any kind or nature (including U Page 1 of 6 Packet Pg. 1035 C.41.c CL 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. 8. Paragraph V, L.of the Terms and Conditions shall be amended to read as follows: E L. 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, U' Contractor reserves the right to subcontract any of its obligations under this Agreement without notice to or consent from Customer 9. Paragraph V Terms and Conditions shall be amended to add the following: N. Audits. Contractor will maintain, in accordance with generally accepted accounting principles and applicable law, accurate and complete invoices and service tickets necessary to enable Contractor to demonstrate compliance with its obligations under this Agreement. Contractor will maintain such records for a period of four(4)years after expiration or termination of the Agreement. O. 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. P. Attorney's Fees and Costs: The County and Contractor agree that in the event any cause of action or T 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 0 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. .� Q. 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 0 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- °U) 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 0 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 2 Packet Pg. 1036 C.41.c ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) CL 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 E Code Chapter 14, Article II, 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. R.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 0 the Office of Federal Contracts Compliance, and the Vietnam Era Veteran's Readjustment Act of 1973, as amended, are incorporated herein by specific reference. S.Covenant of No Interest: County and Contractor covenant that neither presently has any interest, and shall not acquire any interest,which would conflict in any manner or degree with its performance under this 0 Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. T. 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 a� relationship;and disclosure or use of certain information. U. 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 0 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. 0 V. 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. W. Public Access. Customer and CONTRACTOR 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. 0 Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida.The County and Contractor shall allow and °U) permit reasonable access to, and inspection of, all documents, records, papers, letters or other"public record" < 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 contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a o material breach of this contract and the'County may enforce the terms of this provision in the form of a court 3 Packet Pg. 1037 C.41.c proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs CL associated with that proceeding.This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract,the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested 06 records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 0 (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following 0 completion of the contract if the contractor does not transfer the records to the County. o (4) Upon completion of the contract,transfer, at no cost,to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon-completion of the contract,the Contractor shall E destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract,the Contractor shall meet all applicable requirements for retaining public records.All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5)A request to inspect or copy public records relating to a County contract must be made directly to the County,,but if the County does not possessithe requested records,the County shall immediately notify the Contractor of the request,and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records,the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor.A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section119.10, Florida Statutes. The Contractor shall not transfer custody, release,alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470 BRADLEY-BRIAN(a,MONROECOUNTY-FL.GOV, U) U) MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH-Street, SUITE 408, KEY WEST, FL 33040. U) X. Non-Waiver of Immunity. Notwithstanding the provisions of F.S.768.28,the participation of the Customer and CONTRACTOR in this Agreement and the acquisition of any commercial liability insurance coverage,self- U insurance coverage, or local government liability insurance pool coverage shall not be deemed County's waiver 4 Packet Pg. 1038 C.41.c a of sovereign immunity, nor shall any contract entered into by the County be required to contain any provision CL for waiver. Y. Privileges and Immunities: All of the privileges and immunities from liability, exemptions from laws, E 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 06 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. 0 Z. Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory Duties. This U Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation U) or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof o 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 0 delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida 0 constitution,state statute, and case law. AA. 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. BB. No third Party Beneficiaries: Nothing contained herein shall create any relationship, contractual or otherwise,with or any rights in favor of, any third party. CC. 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. DD.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 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. EE. Notice Requirements: Any notice required under this agreement shall be in writing and hand delivered or x mailed postage prepaid,to the other party by certified mail, return receipt requested,to the following: JOHNSON CONTROLS SECURITY SOLUTIONS LLC Monroe County Engineering Services Michael Espriella Judith Clarke U) U) 6830 Shadowridge Drive 1100 Simonton Street Orlando, FL 32812 Key West, FL 33040 U) r_ 0 U 5 Packet Pg. 1039 C.41.c .o IN WITNESS WHEREOF,the parties hereto have executed this Amendment as of the day and year first above written. CD CL MONROE COUNTY BOARD OF COUNTY COMMISSIONERS JOHNSON CO TROLS SECURITY SOLUTIONS LLC. 0 "Customer" "ASSIGNEE" c06 yn ar �'r fag�\\ .1 t By: o r * ,� Ma or aIr a1n Print Name Title: MOW WITNESSES FOR JOHNSON CONTROLS SURCURITY o SOLUTIONS LLC By: E Deputy Clerk Witnessl: Print Name: �IAJT-4R14- Witness 2: T• Print Name: L a�C. . .t. Li_. :. TYCO INTEGR TED SECURITY,LLC "ASSIGNOR" q Cj By: r C.O.- --► Print Name/Title: WAI I (s(AN _ T :Ls. eo : MONROE COUNTY ATTORNEY &IMLIDAST FORM: WITNESSES FO C INTE ATE SECU TY LLCCHRISBERT-BARROWS Witnessl: ✓/G� c� ASSISTANT C UNTY TTORNEY DATE: Print Name: Witness 2: Print Name: a a U) U) 0 U) r- 0 U 6 Packet Pg. 1040 C.41.c i i ^ ;• 1 ® — DATE(MM/DDNYYY) ACORO CERTIFICATE OF LIABILITY INSURANCE 08IM2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS t CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES 3 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 ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. 0 E If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACTNAME: ! f Marsh USA Inc. PHONE FAX 06 i 411 E.Wisconsin Avenue Arc No: Suite 1300 E-MAIL ADDRESS: 0 Milwaukee,WI 53202 Attn:JCl.Cedrequest@marsll.com INSURE S AFFORDING COVERAGE NAICN CN1 01 230596--54 8-1 9' INSURER A:Old Republic Insurance Company 24147 0 INSURED 20699 Johnson Controls Security Solutions lLC INSURER e:ACE Property and CasualtyInsurance Company ' 6600 Congress Ave INSURER C: 0 Baca Raton,FL 33487 INSURER D- 0 INSURER E: ' INSURERF: COVERAGES CERTIFICATE NUMBER: CHI-008627905-07 REVISION NUMBER: 2 0 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 CONDITION 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, j EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. i INSR ADDL SUBR POLICY EFF POLICY EXP i LTR TYPE OF INSURANCE POLICY NUMBER MMIDDfYYYY) IMMIDDNYYYI LIMITS cy A X COMMERCIALGENERALLIABILITY MWZY313947 10/01/2018 1010112019 EACH OCCURRENCE S 10,000,000 j DAMA E O RENTED CLAIMS-MADE OCCUR PREMISES Ea occurrence S 10,000.000 s X Contractual Liability MED EXP(Any oneperson) S 50,000 l X XCU Included PERSONAL&ADV INJURY S 10,000,000 i j GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE S 30,000,000 X POLICY D PRO 17 LOC PRODUCTS-COMP/OPAGG $ INC IN GEN AGG JECT OTHER: r 1 A AUTOMOBILE LIABILITY MWTB 313946(Excludes New Hamp) 10/0112018 10f0112019 COMBINED SINGLE LIMIT s 7,500.000 0 j Ea accident A X ANY AUTO MWTB 313949(Primary NH$250k) 10101018 %D112019 BODILY INJURY(Per person) S A OWNED SCHEDULED MWZX 313950(Excess NH$7.25mm) 10101/2018 10,0112019 BODILY INJURY(Per accident) S AUTOS ONLY AUTOS !. HIRED NON-OWNED Excess NH Auto is Follow Farm PROPERTY DAMAGE S U) AUTOS ONLY AUTOS ONLY (Per accident) ( to Primary NH Auto s i i X UMBRELLALIAB X OCCUR G28162509 003 10/01/2018 1D101/2019 EACH OCCURRENCE $ 5,000,000 X EXCESS LIAR CLAIMS-MADE AGGREGATE g 5,000,000 I DED RETENTIONS $ i A WORKERS COMPENSATION MWC 313943 00(AOS-see page 2) 1 101011/2019 X PER OTH- f AND EMPLOYERS'LIABILITY STATUTE ER t! A YIN MWXS 313944(OH&WA) 10/01/2018 10/01/2019 E.L. 6,000.000 O ANYPROPRIETORlPARTNER/EXECUTNE N/A EACH ACCIDENT S OFFICERWEMSEREXCLUDED? La (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE S 5,OOD,OOD ,.�,. 1f yes,describe under 500,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ } i { X DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:License#EF0000478 I See attached Acord 101 for additional information including Additional Insured,Primary/Non-contributory,Waiver of Subrogation and Notice of Cancellation provisions. 0 f\PP ED K M GE[VI�NT �y i _ �tJ U) i W WAIVER N/A r YES— 0 CERTIFICATE HOLDER CANCELLATION 0 Monroe County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 2798 Overseas Highway Suite 300 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 0 Marathon,FL 33050 ACCORDANCE WITH THE POLICY PROVISIONS. i 0 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee _Maunot.d c� 0 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Packet Pg. 1041 C.41.c R , i I AGENCY CUSTOMER ID: CNIO1230596 LOC#: Milwaukee ae ti AC 0® ADDITIONAL REMARKS SCHEDULE Page 2 of 2 j AGENCY NAMED INSURED Marsh USA Inc. Johnson Controls Security Solutions LLC I 6600 Congress Ave E I 1 POLICY NUMBER Boca Raton,FL 33487 ; i CARRIER NAIC CODE od EFFECTIVE DATE: ADDITIONAL REMARKS I THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance 0 rye 0 ii WORKERS COMPENSATION: Workers Compensallon'AOS'Policy includes coverage for employees from the following Slates WHILE WORKING IN ANY STATE:AK,AL,AR,AZ CA,CO,CT,DC,DE,FL,GA, � HI,IA,ID,IL,IN,KS,KY,LA,MA,MD,ME,M.MN,MO,MS,MT,NC,NE,NH,NJ,NM,NV,NY,OK,OR,PA,RI,SC,SD,TN,TX,UT,VA,VT,WI,&WV. t; i0 PRIMARY COVERAGE: CD }i The General Liability and Automobile Liability policies are primary and not excess of or contributing with other insurance or self-Insurance,where required by written lease orwritten 1j contract.For General Liability,this applies to both ongoing and completed operations. l � {; WAIVER OF SUBROGATION: l The General Liability,Automobile Liability,Workers'Compensation and Employers Liability policies include a Waiver of Subrogation in favor of the ceriholder and any other person � or organization,BUT ONLY to the extent required by written contract. ADDITIONAL INSURED-AUTOMOBILE LIABILITY: isThe Automobile UablAly policy,it required by written contract,Includes coverage for Additional Insureds as required by such written contract. ADDITIONAL INSURED-GENERAL LIABILITY: For General Liability,it required by written contract,the following are included as additional insureds,as required pursuant to a written contractwith a named insured,per attached Policy Endorsements A2 and A2A:THE CERTIFICATE HOLDER LISTED ON THIS CERTIFICATE OF LIABILITY INSURANCE,AND EACH OTHER PERSON OR ORGANIZATION REQUIRED TO BE INCLUDED AS AN ADDITIONAL INSURED PURSUANT TO A WRITTEN CONTRACT WITH THE NAMED INSURED. I rye I. ONGOING OPERATIONS AND COMPLETED OPERATIONS INSURANCE O The General Liability Insurance includes Insurance for ongoing operations and completed operations. LIMIT OF LIABILITY: The Liability Umit that applies is the amount Indicated on the face of this Certiricate of Liability Insurance,or the minimum Liability limit that is required by the written contract, whichever is less,If there is no contract then the Uability Limit is limited to$1,000,000. O UMBRELLAIEXCESS LIABILITY: If the primary insurance policies noted on the face of this Certificate of Liability Insurance satisfy the combination of minimum primary limits and minimum Umbrella/Excess Liability limits required by the written contract,the UmbrellafExcess Liability limits shown on the face of this Certificate of Liability Insurance do not apply. i€ NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS: Should any of the above described policies be cancelled,other than for non-payment,before the expiration date(hereof,30 days advice of cancellation vAfi be delivered to certificate, UU holders in accordance with the policy endorsements. NAMED INSURED: Insureds include:Air Distribution Technologies IP,LLC;Air System Components,Inc.;Carter Brothers,LLC;GEM Access System,Inc.;Central CPVC Corporation;Central CD j[ Sprinkler LLC;Chemguard,Inc.;Connect 24 Wireless Communications Inc.;Digital Security Controls,tire.;Eastern Sheet Metal,Inc.;Elpas,Inc.;E:acq Technologies,Inc.;FBN °U) c. Transportation,Inc.;Grinnell LLC;Hart&Cooley Trucking Company;Hart&Cooley,Inc.;Haz-Tank Fabricators,Inc.;IMECO LLC;Integrated Systems and Power,Inc.;interstate U8 Battery System Intemational,Inc.;Johnson Controls,Inc.;Johnson Controls(Suisse)SA;Johnson Controls Advanced Power Solutions,LLC;Johnson Controls Alr Conditioning and Refrigeration,Inc.;Johnson Controls APS Production,Inc.;Johnson Controls Battery Group,Inc.;Johnson Controls Building Automation Systems,LLC;Johnson Controls Engineering,LLC;Johnson Controls Federal Systems,Inc.;Johnson Controls Federal SyslemsNersar,LLC;Johnson Controls Fire Protection LP flkfa SimplexGrinnell LP;Johnson Controls Government Systems LLC;Johnson Controls Navy Systems,LLC;Johnson Controls Security Solutions LLC f161a Tyca Integrated Security,LLC;Koch Filler Corporation; Master Protection,LP dfbla FireMasler,Qolsys,Inc.;Retail Expert,Inc.;Ruskin Company;Ruskin Rooftop Systems,Inc.;Ruskin Service Company;Selldrk Corporation;Senelco Iberia,Inc.;Sensormatic Asia/Pacific,Inc.;Sensormafic Electronics(Puerto Rico)LLC;Sensormatio Electronics,LLC;Sensormatic International,Inc.;ShopperTrak International O investment LLC;ShopperTrak RCT Corporation;Shur)ointAmoU Inc.;SimplexGdnnell LP;Tyco Fire&Security LLC;Tyco Fire Products LP;Tyco International Holding i Visonic Inc.;Wilflie HC,LLC;York International(SA),Inc.;York International Corporation;SC Liquidation,Inc.;Grinnell Fire Protection Solutions LLC;JCW HVAC Supply Center, LLC;Lau Holdings,LLC;Tyce Integrated Security LLC;and Tyco International Management Company,LLC ACORD 101 (2000/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD i It is Packet Pg. 1042 F i U) I � 1 � IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY E � ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION -ENDORSEMENT A2 06 i Named Insured Endorsement Number I Policy Prefix Policy Number Policy Period Effective Date of Endorsement I I Issued By 0 j Old Republic Insurance Company [ o i THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART � I SCHEDULE i Name Of Additional Insured Person(s)Or Organlzation(s): If required by contract,the person or organization listed on the certificate of insurance as additional Insured,and each other person or organization E required to be included as an additional insured pursuant to a contract with a named insured. F_ F Location(s)Of Covered Operations: Fua t, As required by contract. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section It -Who is An Insured is amended to include as an additional insured the person(s) or organization(s) is shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and s advertising injury"caused solely by: .� `! 1. Your acts or omissions;or x � I< 2. The acts or omissions of those acting on your behalf; i; in the performance of your ongoing operations for the additional insured(s)at the location(s)designated above. B. With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: i U) This insurance does not apply to"bodily injury"or"property damage"occurring after: U' o 1 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) 0 is at the location of the covered operations has been completed;or U 2. That portion of"your work" out of which the injury or damage arises has been put to its intended use"by any person or organization other than another contractor or subcontractor engaged in.performing I operations for a principal as a part of the same project. l GL 289 001 1012 MMY 313947 Johnson Controls,Ina.Tyco International Holding 10/0112018-10/01/2019 Packet Pg. 1043 C.EJ IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY M E ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS ENDORSEMENT A2A 06 -6 Named Insured Endorsement Number 0 Policy Prefix Policy Number Policy Period Effective Date of Endorsement 0 Issued By U) Old Republic Insurance Company 0 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. E This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART is SCHEDULE Name Of Additional Insured Person(s)Or Organ ization(s): If required by contract,the person or organization listed on the certificate of Insurance as additional Insured,and each other person or E organization required to be Included as an additional insured pursuant to a contract with a named Insured. A Location And Description Of Completed Operations: As required by contract. o F Information required to complete this Schedule, if not shown above, will be shown in the Declarations. x W Section 11 - Who Is An Insured is amended to include as an additional insured the person(s) or E organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused solely by "your work" at the location designated and described in the Schedule of this U) U) endorsement performed for that additional insured and included in the "products-completed operations hazard". 0 U) 0 E GIL 289 0021012 MYMY 313947 Johnson Controls,Inc.Tyco International Holding 1010112018-10/01/2019 Packet Pg. 1044 C.41.d DUCK KEY SECURITY DISTRICT ADVISORY BOARD E Minutes of July 22, 2019 BOARD MEMBERS PRESENT a� Sylvia Hernandez, Chair Rick Sherman, Vice Chair Laurie Oestreicher, Secretary Van Waddill Bill Grayden Jay Miller A Dave Maki via conference call c� QUORUM PRESENT: Yes OTHERS PRESENT: U) Capt. Hiller, MCSO E Lt. Derek Paul, MCSO 4- Capt. David Dipre, FWC 0 Lt.James Yetter, FWC Yunior Rodriguez, Hawks Cay Resort 2- Tamara Lamarche, Commissioner Rice's Executive Asst. Ron Oestreicher, DKPOA a� 0 ABSENT: cv Simon Leird, Keys Security a� RESIDENTS: Dennis Casey Ramona Barnes VI- Derek Day Chris Waddill Linda Newton E David Newton 00 Barb Pascal Manuel Pascal Lois Grayden D. Ratea E I. Proceedings: Packet Pg. 1045 C.41.d • Meeting called to order at 4:00 by Chair Sylvia Hernandez • Location of meeting: Hawks Cay, Dolphin A • Date of meeting: July 22, 2019 II. MOTION: To amend the July 22, 2019 Agenda to add Financials/Budget. First by Laurie Oestreicher; seconded by Van Waddill. MOTION CARRIED III. MOTION: To approve the May 2019 minutes. First by Bill Grayden; seconded by Van Waddill. A MOTION CARRIED IV. Comments from public -throughout the meeting. V. STANDING REPORTS: U) A. Capt. Hiller, MCSO, said that they had been able to access the cameras to establish a E time lime for a third time offender of DUI. Lt. Paul reported two burglaries of fishing - and boating equipment that were left outside unattended. 4) U) B. Simon Leird, Keys Security, absent. 2- C. Hawks Cay Resort: Yunior Rodriguez commented that they were very busy at Hawks Cay. He announced that there were two new signs at the Marina reminding guests that Slow Speed was required in canals. At Laurie Oestreicher's request, he will put the rules of mini-lobster season, such as diving in canals, at the electronic board at the Lobby. Yunior informed the board that there is a new Director of Security at Hawks Cay and his name is Raibell Aguila. a� D. Capt. Dipre, FWC, introduced us to Lt. James Yetter who lives in Duck Key and will be attending our meetings from now on. He reviewed the rules for mini-lobster season and answered questions. �- U) 2 E. Ron Oestreicher, DKPOA, gave us a final report on the 202 palm plantings on the right- of-ways. Bill Grayden complemented DKPOA on the success of this project. VI. OLD BUSINESS: A. Speed Radar Signs a Packet Pg. 1046 C.41.d Chair Hernandez informed the board members that we have had some trouble with the radar signs not connecting to the Cloud due to SIM cards from T-Mobile. She requested SIM E cards from ATT from Traffic Logix and has received them. The County has told us that they cannot provide personnel for maintenance and repairs. MOTION: To authorize the Chairperson to spend funds on repairs to equipment purchased by the Security Board without waiting for the next meeting,with a cap of$2,500.00. a� First Sylvia Hernandez; seconded by Van Waddill. MOTION CARRIED Chair Hernandez pointed out that the online access to the radar signs has expired and we cannot download reports unless we physically go to each sign with a computer and connect through Bluetooth. MOTION: To purchase 1 year of online access from Traffic Logix for all 4 Speed Radar signs at the cost of$1,600 per year. First by Bill Grayden; seconded by Laurie Oestreicher. U) MOTION CARRIED E 4- B. Camera Update: 0 Chair Hernandez obtained quotes from ADT and Johnson Controls for updating the four overview analog cameras. Johnson Controls came down $2,000 after Chair Hernandez informed them their quote was not competitive. We are under contract with Johnson Controls until 2023 and would have to pay them 90% of the maintenance fee ($8,000) if we were to terminate the contract now. cv Jay Miller requested that we get a new quote showing that the equipment is included since the current quote showed the price next to installation. Chair Hernandez will do so, and reassured Jay Miller that County Attorney Christine Limbert checks all our contracts. C) cv cv MOTION: To have Johnson Controls upgrade the 4 analog 720 Bosch overview cameras to U) 4 digital 1080's Bosch overview cameras at a cost not to exceed $8,025. First by Sylvia Hernandez; seconded by Bill Grayden For: Sylvia Hernandez For: Laurie Oestreicher For: Van Waddill For: Bill Grayden For: Jay Miller Packet Pg. 1047 C.41.d For: Dave Maki Against: Rick Sherman MOTION CARRIED C. Chair Hernandez reported that the application for "Slow Speed in all Duck Key Canals"has already been sent to FWC Tallahassee by Rich Jones, Marine Resources for Monroe County. We are hoping to hear soon that it has been approved. NEW BUSINESS A. Privatization of cul-de-sacs At Bill Grayden's request,the privatization of the cul-de-sacs was discussed. Bill was concerned with the aesthetics of the privatized cul-de-sac. He also expressed concern with debris on the cul-de-sac after a hurricane. Jay Miller and Chair Hernandez did not feel it was a security issue. Bill's main concern was that someone needs to go over the BOCC Agenda so we do not miss issues of importance to Duck Key in the future. Chair Hernandez said she was planning to take care of this. Comments were made by Chris Waddill, DKPOA Secretary, Manny Pascal, resident, and Ron Oestreicher, DKPOA treasurer, indicating that U) everything had been done legally, and we needed to concentrate on future issues discussed by BOCC that affected Duck Key. E 4- B. Guard house: 0 U) Chair Hernandez read a statement from County Attorney Christine Limbert stating that a guard house or gate is not allowed in public roads. If we were to privatize the roads, we would be responsible for all the costs of repairs and maintenance of roads and bridges. 0 C. Description of duties for Duck Key Security- Rick Sherman offered corrections and cu suggestions and will email them to the Chair. v D. New Assistant: Chair Hernandez said she had found someone to replace Susie Ward who could help us with our cameras, radar signs, BOCC agendas, and many other technical issues. v U) MOTION: To hire Brandon Cooper as Project Manager at$25.00 per hour, for an average of 10 hours per week,to monitor and supervise the cameras,the radar signs, and to assist with other DKSAB related business. First by Sylvia Hernandez; seconded by Rick Sherman. MOTION CARRIED Packet Pg. 1048 C.41.d E. Financial Report: The Monroe County Financial Report, prepared by the Monroe County Budget Office were reviewed and comments were heard from the DKSAB members and the audience. See attached Financial Report. Minutes submitted by: Sylvia Hernandez and Laurie Oestreicher. Next meeting will be Tuesday, September 3, 2019, at 4:00 PM on Hawks Cay. Meeting adjourned at 6:10 PM. a� A U) 4- 0 0 U) a� cv a� a� cv cv Packet Pg. 1049