Loading...
Item C33BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: June 19, 2013 Division: PWD/Engineering Bulk Item: Yes X No _ Department: Engineering Staff Contact Person/Phone #: Judith Clarke / 4329 AGENDA ITEM WORDING: Approval to execute Amendment 1 to the agreement between Tyco Integrated Security LLC to extend the substantial completion date ITEM BACKGROUND: Agreement stated substantial completion date to be no later than 90 days from commencement date. Due to scheduling conflict with utilities, agencies and third -party contractors the 90 days was not sufficient. PREVIOUS RELEVANT BOCC ACTION: Approved agreement on March 21, 2012. CONTRACT/AGREEMENT CHANGES: Substantial date of completion will be June 30, 2013 STAFF RECOMMENDATIONS: Approve amendment TOTAL COST: 39,902.52 installation/311.50 monthly(5 years) INDIRECT COST: N/A_ BUDGETED: Yes X No DIFFERENTIAL OF LOCAL PREFERENCE: COST TO COUNTY: $58,592.52 SOURCE OF FUNDS: _Duck Key Special Taxing District REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year APPROVED BY: County Atty IOIgB/Purchasing _ Risk Managements I DOCUMENTATION: Included X Not Required DISPOSITION: AGENDA ITEM # Revised 7/09 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Tyco Integrated Security Contract # Effective Date: March 21, 2013 Expiration Date: March 21, 2018 Contract Purpose/Description: provide all equipment, supplies and necessary labor to install a video surveillance (video) and/or access control ("Access") systems or equipment and low voltage cable, hereinafter referred to individually or collectively as the "equipment" and service agreement Contract Manager: Judy Clarke 4329 Engineering/1 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 06-19-13 Agenda Deadline: 06-04-13 CONTRACT COSTS Total Dollar Value of Contract: $ 58,592.52 Current Year Portion: $ Budgeted? Yes® No ❑ Account Codes: ! !?d - ) q!50 i Grant: $ 0 - - - - County Match: $ 0 - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc CONTRACT REVIEW Date In Changes Need ev' wer Date Out Division Director �3 Yes❑ No %c�" Risk Management Yes[:] No[` O.M.B./Purcasing !t 13 Yes❑ No❑ County Attorney Yes❑ NoFX ���,��nr ( _i3c��7c,r�1g j s Comments: AMENDMENT % TO THE AGREEMENT BETWEEN MONROE COUNTY BOCC AND TYCO INTEGRATED SECURITY LLC FOR DUCK KEY SECURITY PROJECT THIS AMENDMENT 1 to the AGREEMENT is entered into this day of , 2013 between Monroe County, whose address is 1100 Simonton Street, Room 2-216 Key West, Florida 33040, hereafter the "COUNTY" and Tyco Integrated Security LLC, hereafter "TYCO" a Corporation of the State of Florida, whose address is 1501 Yamato Road, Boca Raton, FL. 33431. WHEREAS, on the 2V day of March, 2012 an agreement with ADT Security Services, Inc. was executed authorizing the Consultant to provide all equipment, supplies and necessary labor to install a video surveillance (video) and/or access control ("Access") systems or equipment and low voltage cable, hereinafter referred to individually or collectively as the "equipment' for the Duck Key Security Project to be substantially completed within 90 days of the commencement date specified in the Notice to Proceed; and WHEREAS, due to scheduling complication between utilities, agencies and third -party contractors the Consultant was unable to complete all the requirements of the agreement by the substantial date; and WHEREAS, the COUNTY finds the extension of job duration and completion date for this project reasonable: NOW THEREFORE, in consideration of the mutual promises contained herein, the COUNTY and TYCO agree to amend the Agreement to state the following: 1. The sentence In paragraph 2 that reads: The Contractor shall achieve Substantial Completion of the Installation not later than 90 day s after the date of commencement. a. Shall be amended to read: The Contractor shall achieve Substantial Completion of the Installation not later than June 30, 2013. 2. Paragraph 38 is amended to include: Notice Requirements: Any notice required under this agreement shall be in writing and hand delivered or mailed postage prepaid, to the other party by certified mail, return receipt requested, to the following: NCO Integrated Security, LLC Monroe County Engineering Services 10785 Marks Way 1100 Simonton St. # 2-216 Miramar, FL. 33025-3976 Key West, FL. 33040 3. FORCE and EFFECT. In all other respects the Agreement dated March 21, 2012 approved at the Monroe County BOCC meeting on March 21, 2012 remains in full force and effect (remainder of page intentionally left blank; signature page to follow] Page 1 of 2 TyGo Amend Extend Contract DRAFT 06-2013 In WITNESS WHEREOF each party hereto has caused this contract to be executed by its duly authorized representative. BOARD OF COUNTY COMMISSIONERS OF TYCO INTEGRATED SECURITY LLC MONROE COUNTY, FLORIDA BY: BY: Mayor/ Chairman 4_G fioriized Representative (SEAL) Attest: Amy Heaviiin, CLERK BY: Deputy Clerk MONROE COUNTY ATTORNEY PPROVE�D, AS TO FORM: C RISTINE M. LIMBERT-BARROWS ASSISTANTS O UfTY ATTORNEY Date ,, TITLE: WitnesS__ Print Name \rc �, rf)y"\\ZCA Witness: Print Name: ]remainder of page intentionally left blank] Page 2 of 2 Tyco Amend Extend Contract DRAFT 06-2013 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR THIS AGREEMENT (the "Agreement'') is entered into thi day of , 2012 by and between ADT SECURITY SERVICES, INC. ("ADT" or "Contractor"), whose address is 1501 Yamato Road, Boca Raton, FL 33431 and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS ("Customer" or "Owner") whose address is 1100 Simonton Street, Key West, FL 33040. Customer and ADT agree as follows: 1. Scope of Work. ADT agrees to provide all equipment, supplies and necessary labor to install a video surveillance ("Video") and/or access control ("Access") systems or equipment and low voltage cable (hereinafter referred to individually or collectively as the "Equipment") in accordance with ADT's proposal attached hereto as Attachment A and pursuant to the terms and conditions of this Agreement. Only Video and/or Access Equipment and Services shall be provided by ADT under the terms and conditions of the Agreement. If any other equipment or services are requested by or provided to Customer, then such equipment and services shall be provided under a separate written agreement executed by Customer and ADT, or in the absence of such other written agreement, pursuant to ADT's Standard Terms and Condition posted at www.ADT.com. 2. Term of Contract (Date of Commencement and Substantial Completion). The commencement date of this contract shall be the date specified in the Notice to Proceed issued to the Contractor by the Owner. The Contractor shall achieve Substantial Completion of the Installation not later than 90 days after the date of commencement. The term of this contract shall for a five (5) year period beginning on the Commencement Date and ending five years thereafter. ADT and customer shall have the option to renew this contract after five (5) years, upon written agreement by the parties. 3. Contract Sum. The customer shall pay ADT for the performance of the contract, Duck Key Security System Installation and Maintenance, Thirty Nine Thousand Nine Hundred Two and 52/100 Dollars ($39,902.52) for Installation and Three Hundred Eleven and 50/100 Dollars ($311.50) per month for quality service plan maintenance commencing once the system is operational. 4. Progress Billing and Payment. ADT may invoice Customer for progress billings based upon Equipment delivered or stored, and Services performed before completion of the installation or activation of the Equipment. ADT may invoice Customer on a monthly basis for payment for quality service plan maintenance commencing once the system is operational. Until Customer has paid ADT in full for Equipment, Customer grants to ADT a security interest in the Equipment and all proceeds thereof to secure such payment. Payment shall made pursuant to the Local Government prompt payment Act 218.735. Unit Prices, if any, are as specified in ADT Commercial Security Solutions Proposal. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. Page 1 of 12 5. Export Control. Customer shall not export or re-export, directly or indirectly, any; (i) product or service provided under this Agreement; (ii) technical data; (iii) software; (iv) information; or (v) items acquired under this Agreement to any country for which the United States Government (or any agency thereof) requires an export license or other approval without first obtaining any licenses, consents or permits that may be required under the applicable laws of the U.S. or other foreign jurisdictions, including the Export Administration Act and Regulations, and shall incorporate in all export shipping documents the applicable destination control statements. s. Equipment Software. Any software provided with the Equipment or in connection with the Services is licensed or sublicensed to Customer on a non-exclusive basis subject to the terms of any applicable End User License Agreement. Ownership of the software shall remain with ADT and/or ADT's supplier(s). 7. Warranty. Any original part of the Equipment (as distinguished from the software) installed under the Agreement which proves to be defective in material or workmanship within one (1) year of the date of the earlier of (a) completion of the installation or (b) Customer's first use ("Warranty Period"), will be repaired or replaced, in ADT's sole discretion, with a new or functionally operative part. tabor and materials required to repair or replace such defective components will be furnished at no charge during the Warranty Period. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. s. Indemnity and Limitations of Liability. (a) ADT shall defend, indemnify and hold Customer, its corporate affiliates, and their respective officers, directors, agents and employees harmless from damage, liability and expense resulting from the negligent acts or willful misconduct of ADT's agents and employees committed while performing Services on Customer's premises, to the extent that they are the direct cause of the loss, damage or injury to third parties or Customer's property (e.g. equipment dislodging and striking a third party due to improper installation), as opposed to being caused by an occurrence or the consequences therefrom that the Equipment or Services were intended to deter, detect or avert. (b) If Customer uses the Equipment and/or Services to aid in monitoring or controlling the location or activities of persons on or about its property and premises, Customer acknowledges that the Equipment and/or Services are not intended to be the sole means for doing so. ADT's Equipment and Services do not cause and cannot eliminate occurrences of the events they are intended to deter, detect, avert or record. ADT is not an insurer against such events and the amounts ADT charges Customer are not insurance premiums. Such charges are based upon the value of the Equipment and Services ADT provides and are unrelated to any such risk of loss. ADT does not undertake and assumes no liability for such risk by providing the Equipment and/or Services. If ADT is nevertheless found liable under any legal theory for loss, damage or injury caused directly or indirectly by occurrences or the consequences therefrom which the Equipment and/or Services are intended to deter, detect, avert or record, ADT's liability for all such claims shall be limited in the aggregate to the sums paid by Customer for the Equipment or Services at issue as Customer's sole remedy. ADT is not responsible for the preservation of any computer programs or data and Customer is responsible for maintaining adequate back-ups. 2 (c) Subject to the provisions of Florida law per F.S.768.28, Customer shall defend, indemnify and hold ADT, its corporate affiliates, and their respective officers, directors, agents and employees, harmless from damage, liability and expense to the extent that any such loss is not directly caused by the negligent acts or willful misconduct of ADT's agents and/or employees, or arises out of any claim related to invasion of privacy, infliction of emotional distress, harassment, violation of eavesdropping/wiretapping laws or similar claims arising out of Customer's use of the Equipment and/or Services. (d) Subject to the provisions of Florida law per F.S. 768.28, in no event will either Customer or ADT be liable for any consequential, incidental, or special damages of any kind or nature (including but not limited to injury or damage to business, person or property) arising out of any performance of the Agreement, even if the parties are advised of the possibility of such damages. 9. Insurance. ADT shall maintain General Comprehensive Liability and Automobile Liability Insurance of $2,000,000 for each occurrence and $4,000,000 in the aggregate and Worker's Compensation coverage as required by the applicable state authority. ADT's insurance shall be primary and non-contributory to the extent of ADT's negligence or other wrongful conduct. Aggregates are not per project, nor per site. If the Customer's Agreement requests that Customer or the premises owner or manager is named as additional insured, ADT agrees to name such party as an additional insured with respect to the general and automobile policies but only to the extent resulting from ADT's negligence as set forth under paragraph 6 of this Amendment. ia. Delays; Force Majeure; Hazardous Substances. ADT assumes no liability for delays in installation or service of the Equipment or for the consequences therefrom, however caused, or for interruptions of service or for the consequences therefrom due to strikes, riots, floods, acts of God or any causes beyond the control of ADT. If any hazardous or toxic substances are encountered at the work site, ADT will not be required to install or service the Equipment at such site. 11. Safety Act Waiver. Certain of ADT's systems and services have received certification and/or designation as Qualified Anti -Terrorism Technologies ("QATT") under the Support Anti -terrorism by Fostering Effective Technologies Act of 2002, 6 U.S.C. §§ 441-444 (the "Safety Act"). As required under 6 C.F.R. 25.4(e), to the maximum extent permitted by law, ADT and customer hereby agree to waive their right to make any claims against the other for any losses, including business interruption losses, sustained by either party or their respective employees, resulting from an activity resulting from an "Act of Terrorism" as defined in 6 C.F.R. 25.2, when QATT have been deployed in defense against, response to, or recovery from such Act of Terrorism. 12. FARs. ADT supplies "commercial items" within the meaning of the Federal Acquisition Regulation (FAR), 48 CFR Parts 1-53. As to any customer order for a U.S. government contract or funded directly or indirectly with Federal funds, ADT will comply only with the following mandatory flow -downs for commercial item subcontracts pertaining to Utilization of Small Business Concerns, Equal Opportunity, Affirmative Action, and Veterans Employment. 52.219-8; 52.222-26; 52.222-35; 52.222-36; and 52.222-37. 3 13. Authority. Customer represents that Customer owns the premises in which the Equipment is being installed or otherwise has the authority to engage ADT to carry out the installation in the premises pursuant to the Agreement. 12. Quality Service Plan ("QSP")/Maintenance; Testing/Inspections Service. 1. Quality Service Plan ("QSP")/Maintenance. (a) If QSP/Maintenance Service is purchased, ADT will, upon Customer's request, provide and bear the expense of ordinary maintenance and repair of the Covered System(s) for issues arising out of normal wear and tear. The expense of all extraordinary maintenance and repair necessitated by or due to changes or alterations in the Customer's premises, alterations to the System made by Customer, or made necessary by damage to the premises or to the alarm system, or to any cause beyond the control of ADT, will be borne by the Customer. Customer will furnish, at Customer's expense, any necessary electric current and will furnish an outlet within 10 feet of the ADT Control Panel. (b) QSPIMaintenance Service on the following devices will only be provided on a time and material basis: (1) window foil, (2) security screens, (3) any exterior mounted devices, (4) PROM (Programmable Read Only Memory), (5) batteries, and (6) "Conditions" not covered by warranty listed in Section B above. (c) ADT's obligation to perform QSPIMaintenance Service relates solely to the Covered System(s) and ADT is in no way obligated to maintain, repair, service, replace, operate or assure the operation of any device or devices not Covered by QSP/Maintenance. ADT is not liable for any loss due to water intrusion, mold, fungi, bacteria, or wet or dry rot. (d) If Customer does not purchase QSPIMaintenance Service before the expiration of the System Warranty, ADT will provide QSPIMaintenance Service only after inspecting the System and making any necessary repairs or replacements to bring the System in compliance with ADT's specifications and/or the standards set by any applicable laws, codes, or regulations. Customer will pay for any related labor and/or materials for such work at ADT's then applicable rates. (e) QSPIMaintenance Services purchased will be furnished between 8:00 A.M. and 4:30 P.M. Monday through Friday, except holidays. ADT's obligation to provide Preventative Maintenance Service is conditioned upon the continued availability of the original System component(s) from the original manufacturer_ 2. TestinglInspections. ADT will provide the number of inspections/tests of the Equipment as specified in any Order. Inspections/Testing shall be performed between ADT's normal working hours of 8:00 A.M. and 4:30 P.M., Monday through Friday, except federal holidays, unless otherwise mutually agreed in advance by the Parties and subject to EXCLUSIONS set forth above for Maintenance Service. 13. Select View Managed Video Services. As described herein (collectively and individually, "Video Services") will be provided according to the service level purchased by Customer at the locations, dates, levels, rates and details set forth on the attached Schedule A. All such Video Services constitute "Services" and any related equipment constitutes 4 "Equipment" under the Agreement. ADT's provision of Video Services depends on Customer's purchase and activation of ADT's signal event and alarm monitoring services, video surveillance equipment, audio capture, and/or notification broadcast equipment/link(s) capable of capturing and transmitting unobstructed audiolvideo data from within the physical confines of the monitored premises under surveillance ("Premises"). ADT's provision of such Video Services depends on ADT's receipt of such audio/video feeds from surveillance equipment located on the Premises and Customer's access to such audio/video data feeds through ADT's Select View Portal. For Video Services provided, ADT may, in its sole discretion, modify any audio statements or announcements and conduct dialogue with persons on the Premises as ADT deems appropriate. ADT has no liability for statements made, dialog conducted, delay or misinterpretation in determining whether or not an activity is criminal. ADT uses reasonable care during installation, repair and maintenance services; nevertheless, due to possible human error, mechanical and/or electrical defects, maladjustments, and/or system failure, ADT cannot and does not warrant continuous or effective operation of the installed surveillance equipment. Customer is responsible for ensuring surveillance equipment (i.e., cameras and microphones) have unobstructed reception of covered areas on the Premises. Customer understands that, ADT may transmit, record, store, provide, and receive unencrypted data, audio and images via the Internet while performing the Video Services ("Transmissions"), including, but not limited to, live pictures and video of the Premises. ADT does not warrant the integrity, accuracy, confidentiality, or security of Transmissions with regard to unauthorized or unintentional use, disclosure, corruption, interception, or otherwise (collectively, "Security Risks"). Customer hereby assumes and releases ADT of and from all Security Risks and any damages and liability therefore. ADT may provide Customer with stickers, signs, or other Service notices (collectively, "Signs") indicating that ADT or Customer are remotely monitoring or recording persons on the Premises. Customer will prominently display such Signs on each monitored Premises. Notwithstanding the foregoing, Customer will be and will remain responsible for the sufficiency and enforceability of such Signs. Telecommunication charges for installation and Video Services are the sole responsibility of the Customer. VIDEO SERVICES MAY INCLUDE THE RECORDING OF VIDEO DURING CONNECTION TO CUSTOMER AT THE ADT CIVIC AND MAY INCLUDE AUDIO RECORDING FROM THE SITE DURING CONNECTED PERIODS. CUSTOMER ACKNOWLEDGES THIS RECORDING WILL BE DONE AND AGREES TO FULLY AND CONSPICUOUSLY NOTIFY THEIR ON -SITE PERSONNEL, EMPLOYEES, AND ANY OTHER PERSONS ON THE CUSTOMER'S PREMISES OF THIS FACT BY LEGIBLE SIGNS AND OTHER APPROVED COMMUNICATIONS. SUBJECT TO F.S. 768.28, THE CUSTOMER SHALL INDEMNIFY AND SAVE HARMLESS, AND AT ITS OWN COST AND EXPENSE DEFEND ADT FROM AND AGAINST ANY AND ALL DAMAGES, LIABILITIES AND COSTS OR EXPENSE OF ANY KIND ARISING OUT OF OR FROM ANY PHOTOGRAPH, VIDEO RECORDING, OR AUDIO RECORDING TAKEN BY SUCH VIDEOIAUDIO EQUIPMENT OR FOR ANY REASON OUT OF THE RELEASE, REPRODUCTION, CIRCULATION, PUBLICATION OR USE OF ANY SUCH VIDEOIAUDIO RECORDINGS BY ANYONE, INCLUDING BUT NOT LIMITED TO CAUSES OF ACTION FOR PERSONAL INJURY, FALSE ARREST, FALSE IMPRISONMENT AND MALICIOUS PROSECUTION. 14. ADT Select View Portal. Upon activation of Customer's Select View Video Services account, receipt of any required log -on credentials and/or passwords, and acceptance of any associated Website Terms of Use, Customer may access video data captured and transmitted by the System through the ADT-hosted web portal for up to three months after such data is captured. If the System includes a local recording device capable of storing such data (the "Local Device"), Customer may, at its option, download the data onto the Local Device. Maintenance of the Local Device(s) and the data stored therein is the responsibility of Customer. 15. You acknowledge that a number of factors in your Premises which are outside of ADT's control such as low light conditions, power outages, interference from other electrical appliances, Internet service issues such as download speed or interruptions or failure of Internet service, can affect your ability to view and record images. You further acknowledge and agree that ADT makes no representations, promises or warranties with regards to and that you have reviewed and found acceptable the placement, image quality, resolution, clarity, color or other viewing attributes of any camera or recording devices installed by ADT under the Contract or this Rider. 16. Audits. ADT will maintain, in accordance with generally accepted accounting principles and applicable law, accurate and complete invoices and service tickets necessary to enable ADT to demonstrate compliance with its obligations under this Agreement. ADT will maintain such records for a period of four (4) years after expiration or termination of the Agreement. 16. Governing Law. This Agreement will be governed by the law of the State of Florida in which the work is to be performed. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Contractor agree that venue shall lie in the appropriate court of before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to arbitration. 17.Successors and Assigns: Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party except that either one of the parties may assign their rights and obligations under this agreement without the approval of the other party to any of their affiliates, subsidiaries or parent companies or to an entity other than an affiliate, subsidiary or parent company that (a) acquires substantially all of the assets or stock of, merges or consolidates with or into, or acquires a controlling interest in them and (b) expressly assumes in writing that party's obligations and responsibilities hereunder. Any attempted assignment that does not comply with the terms of this section will be void. Notwithstanding the foregoing, ADT reserves the right to subcontract any of its obligations under this Agreement without notice to or consent from Customerl8. Severability: If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 19. Attorney's Fees and Costs: The County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs, as an award against the non - prevailing party, and shall include attorney's fees and courts costs in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. If, within ten (10) business days after the initial Mediation meeting, the parties have not succeeded in negotiating a resolution of the dispute, either party may initiate legal action in a court of competent jurisdiction. 20. Nondiscrimination: County and Contractor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or Contractor agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title Vl of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss.1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title Vill of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 21. The Equal Employment Opportunity clause in Section 202, Paragraphs 1 through 7 of Executive Order 11246, as amended, relative to equal employment opportunity and the implementing Rules and Regulations of the Office of Federal Contracts Compliance, and the Vietnam Era Veteran's Readjustment Act of 1973, as amended, are incorporated herein by specific reference. 22. Covenant of No Interest: County and Contractor covenant that neither presently has 7 any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. Code of Ethics: County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 24. No Solicitation/Payment: The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 25. Public Entities Crimes By signing this Agreement, Contractor represents that the execution of this Agreement will not violate the Public Entities Crime Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from County's competitive procurement activities. 26. Public Access. Customer and ADT shall allow and permit reasonable access to, and inspection of this Agreement and any service tickets or invoices specifically related thereto in its possession or under its control subject to the provisions of Chapter 119, Florida Statute, in conjunction with this Agreement. 27. Non -Waiver of Immunity. Notwithstanding the provisions of F.S. 768.28, the participation of the Customer and ADT in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed County's waiver of sovereign immunity, nor shall any contract entered into by the County be required to contain any provision for waiver. 28. Privileges and Immunities: All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules, pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. Legal Obligations and Responsibilities: Non -Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 30_ Non -Reliance by Non -Parties: No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 31. No third Party Beneficiaries: Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 32. Attestations: Contractor agrees to execute such documents as the County may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. 33. No Personal Liability: No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 34. Execution in Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 35. Section Headings: Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 36. Adjudication of Disputes or Disagreements: The Owner and Contractor agree that all disputes and disagreement shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at public meeting of the Board of County Commissioners. if the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This 9 provision does not negate or waive the provisions of Paragraph X concerning cancellation. 37. Cancellation and Termination: In the event that the Contractor shall be found to be negligent in any aspect of installation, stocking, maintenance, repair, or service, the County shall have the right to terminate this agreement after five days written notification to the Contractor. The Contractor or Customer may terminate this agreement without cause by providing written notice of termination at least (60) days prior to the date of termination. 38. Notice Requirements: Any notice required under this agreement shall be in writing and hand delivered or mailed postage prepaid, to the other party by certified mail, return receipt requested, to the following: ADT Security Services, Inc. Monroe County Engineering Services 10785 Marks Way 1100 Simonton Street Miramar, FL 33025-3976 Key West, FL 33040 39. Cooperation: In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 40. Controlling Terms. The terms and conditions of this Agreement shall supersede any and all conflicting or inconsistent terms and conditions of the ADT PROPOSAL, THE REQUEST FOR PROPOSAL FOR DUCK KEY SECURITY SYSTEM INSTALLATION AND MAINTENANCE, THE REQUEST FOR QUALIFICATIONS, and any other associated document. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS "Customer" o By: Mayor/Chairman (SEAL) By: C- a.n Deputy Clerk ADT SECURITY SERVICES, INC. Title Witnesses ,for ADT GILBERTO GENARO * * MY COMMISSION # EE 100816 EXPIRES: June 6, 2015 �'q�,.. � dt-`Oe Bonded ihn� Ba�dget Naisry Services Attachment: Schedule A G SCHEDULE A CUSTOMER PREMISES TO BE SERVICED GILBERTO GENARO MY COMMISSION # EE 100816 EXPIRES: June $, 2015 Bonded 71xu Budge; "ry Serr M LOCATIONS, DATES, SERVICES PURCHASED, RATES AND DETAILS Locations (physical street address, city, state, zip code, Premises telephone number) Customer's Authorized Representative (Name and Telephone Number) Service Start Date Services Selected Annual Service Charges 11 12 oaT7E (MWDONYYY) CERTIFICATE OF LIABILITY INSURANCE 3/6/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOL OM THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW_ THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE: ISSUING INSURER(S), AUTHORIZED REPRESENTATlIVE OR PRODUCER, AND THE CERTIFICATE HOLDER_ IMPORTANT: If the Certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and Conditions Of the pol'Icy, certain policies may require an endorsomenL A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsenlent(s). CONTAcr F3ttavna ChautTan PRODUCER NAME.- _ FAX PHONE (212) 395-8'735 p,Ip: (212D 948-8852 Marsh USA Inc. N1 u4 I=K1: 1166 Avenue of the Americas vUR allo$EPlease see bottom of 2nd a e s�.. New York, NY 10036 INSURERIs) AFFORDING COVERAGE NAIL 0 INSURER A_ AGCS Marine [nsutanre Company (Altianz) INSURER B: CHARTIS CASUALTY COMPANY C: Commerce & Industry Ins Co. 22837 40258 19410 iW�REDINSURER ADT Security Services, Inc. INSURER D: Illinois National insurance Co. 23817 10786 Marks Way INSURER E: Natl Union Fire Ins Co. of Pittsburgh, PA 19445 Miramar, FL 33025 INSURER F: New Hampshire Ins- Go. 23841 United States OVERAGES CERTIFICATE: N UMBER: 958290 -A REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAME] 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 AFFrOROED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL Tli'E TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIM& - .i crc - - FYA LTFt TYPE OF WSUiL41iCE POLICY NUMULK F GENERAL LL45iUTY X GL 244�W (Primary GQ 101112011 l0l112012 X COMMERcIAL GENERAL LUiBti-tTY CiA3MS-MADE OCCUR pj}()�/FJ]_}aY i�laii i NAGE OWNER'S & CONTRACTOR'S PROT�f�`IL�[�/. GEN'L AGGREGATE LIMIT APPLIES PER: j( POLICYRO- ?ECT LOC AUTOMOBILE LIABILITY � CA 3506464 (All Other Slates} f l/t12011 11311/2012 CA3506 165 (MA) 101112011 10/112012 E TX ANYAUTOi01i/2011 CA 36G6469 (VA) 1011/2012 E ALL O11194ED $CHEOULEn AUTOS CA 3506466 (NH) (Primary AL) 10/1/2011 101IM12 F AUTOS NON -OWNED X HIRED Al1TO5 AUTOS UMBRELLA UA8 I OCCUR EXCESS "AB CLAIMS WORKFRS COMPENSATION WC 015884005 (Ct,[iA PF.Sr l 10MI2011 10/1/2012 B AND EWLDYERS' LIARfLr Y Y f N WC 015884006 (FL) 101112011 10/1/2012 C ANY PROPRIETOFUPARTNF3t/EXECUTIVE NIA WC 015884Cn8 (Mp 101112011 10/112012 D OFFICERNErdaER EXCLUDED? WC 015884004 (CA) 101112011 10/1/2012 (NlarWatory In NH} WC 015884003 (All Omer states) 10I112011 1001/2012 F (ryas, describe under OESCRIPMON OF OPERATSONS We A Builder's RisklinstailatforVCOntmc;t WOrks OC & OCW 91128600 1011/2011 10/112011 1101112012 101V2012 A Rentat EqufganenUContractar's Equipment OC a OCW 91128600 10/112011 1011/2012 A Blanket Transit OC & OCR v 91128600 BESCRIPTHM OF OPERATIONS I LOCATIONS t VF34i4f.. S iAfrxh Att}Rtl i01, Additional Remarke $ct+edule, it more space Is requtnid) (Please Teter to attached AC;VRU 1QT Eor further remarks. L{MIT$ EACH OCCURRENCE. $ _ $1.000,000-00 S Si,00Q000-00 PR MI ES orrice MEO FXP (Any One Person) f 510,000-00 PERSONAL & ADV INJURY $ $1,000,000.00 GENERAL AGGREGATE 5 $2,000,000-00 PRODUCTS-COMPIOP AGG S $2.1XIG.O 0.00 S COMEMNE€? SINGLE LIMIT $1,000,000.00 wean! BODILY INJURY (Pei PerSPnj S 0001LY INJURY (Per acad—r) S PROPERTY DAMAGE i fPex dpide Tit NEW HAMPSHIRE CSL $ $250,1)00.00 EACH OCCURRENCE S AGGREGATE PRODUCTS- s NEW HMPSHIRE (CSL) $ X We STATU- OTH- I EL EACH ACCIDENT 5L,�60'fl E.L. DISEASE -EA EMPLOY 5 $2.000.000.00 I EL DISEASE -POLICY LIMIT 5 $2,000,000.00 USD $1,000,1M.00 per jobsite USD $1,0W,0W.W per jobsite USO $1,OW.G 0.00 per conveyance Monroe County SOCC SHOULD ANY OF 11-IE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE IA00 Simonton Street, Rm 216 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Key West, FL 33040 ACCORDANCE WITH THE POLICY PROVISIONS. United States AUTHQRO/^M REPRESENTATIVE IWSH LIA IRC, 9Y: r,�r.q'a, Nalbd,. Grotrai Maine rv"r"" Him. C. &Y PT-9' @ 1958-2010 ACORD CORPORATION- All rights reserved. ACORD 25 (2010M) The ACORD name and Ingo are registered marks of ACORD AGENCY CUSTOMER ID: Loc 4: ,acaRta� ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED ADT Security Services, Inc. Marsh USA Inc. 10785 Marks Way POLICY NUMBER Miramar, FL 33025 United States CARRIER NAIC EFFECTIVE DAIE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORMA, FORM NUMBER: 25 FORM TITLE: CERTIFICATF OF LIABILITY INSURANCE REC-ARDING POLICIES OF INSURANCE: Insurer Policy Numbers) Effective Date(s) F WC 015884007 (MA, ND, OH, WA, WI, WY) 10/1/2011 F WC 015884009 (MN) 10/1/2011 NOTICE OF CANCELLATION TO CERTIFICATE H0LDER8: 2cpiration Bate(s) 10/1/2012 10/1/2012 endorsement modifies the notice of cancellation of insurance provided hereunder: Page 2 of 2 hould any of the above described policies be cancelled, other than for non-payment of premium, before the xpiration date thereof, 30 days advice of cancellation will be delivered to certificate holders in ccordance with the policy endorsements. 11 other terms and conditions of this policy remain unchanged. EGARDING ADDITIONAL INSURED STATUS: n accordance with the policy provisions, Monroe County BOCC is included as an additional insured under this olicy, as a result of any contract or agreement entered into by the named insured and Monroe County BOCC. ther Additional Insureds: Monroe County BOCC 100 Simonton Street ey West, FL 33040 FOR QUESTIONS REGARDING THIS CERTIFICATE OF INSURANCE CONTACT: Osvaldo Gonzalez (Email: ogonzalez@adt.com Phone: 786-486-9700) This Cer€ficate of Insurance was generated by EXIGIS RISKworks@ rm.GertificatesO.To [earn more abau EXIGIS certtficate Management SolAons visit www.exigis.com/tyc, ACORD 101 (2008101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD