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HomeMy WebLinkAboutAgreement_General_8/10/2023_Protegis-Summit Fire SafetyVillage 345 Tequesta Drive Tequesta, FL 33469 of Tequesta -D r Tequesta Public Works Department Memorandum To: Jeremy Allen, Village Manager From: Douglas M. Chambers, Director Public Works Subject: Protegis-Summit Fire Safety Agreement Date: July 18, 2023 561-768-0700 www.tequesta.org The Village is switching Fire Alarm and Fire Sprinkler services at Village Hall to Protegis -Summit Fire and Safety. The following Alarm Agreement is for Annual monitoring, repair, inspection and response services. The cost for services is $2,130.00 annually. Funding for these services is budgeted and available in the Building Repair and Maintenance account 001-210-546.303, Doug Chambers Director Department of Public Works This document may be reproduced upon request in an alternative format by contacting the Village Clerk's Office at 561-768-0440 or by completing our accessibility form: https://bit.ly/3mnfeU4 �� PF��7T�GIS- 1501 SE Decker Ave., Ste. 522 Stuart, FL 34994 Phone (772)298.0615 Fax (772) 287-8858 State Certi%red Etectricot Cantroftoes Ucense J1EF2Dn018454 Alarm Services Agreement Customer No. _ This Agreement made as of this 9th day of May , 2023 by and between Protegis Fine & Safety. LLC. (herein'Conpanyl and Village of TecluestaVillage Nall (herein 'Subscriber). 1. Subscriber agreas W purchase and Company agates to provide monilor:rq, repair. inspection andlor rosporw servloes, andlorfo set install or to cause to be ksta5ed the automation, comirwiceatim andiar seemly system (herein sometimes refined to dr e'System'► described in the Reaming Services to be Provided and w Schedule of Equipment Sections set forth below (o in a separately amadeed So*" of Equipment) of the prem6cs of Subscrber located at 345 Tecnusta Drive_ Teauesta FL 334H (hereen TYPE OF 0 DIRECT SALE O EQU IPM ENT ONLY ®RECURRING SERVICE ® MONITORING TRANSACTION ONLY TYPE OF ® SUBSCRIBER OWNED ❑ BURGLAR ALARM ❑ CCTV S OTHER Fire Sprinkler SYSTEM (Cfhedu at 0 COMPANY OWNED ® FIRE ALARM ❑ ACCESS CONTROL that apply) ® CENTRAL STATION MONITORING ® INSPECTIONS -FREQUENCY (® REPAIR AND SERVICEADDITIONAL) RECURRING ❑ OPENING I CLOSING ❑ MONTHLY 0 QUARTERLY ❑ SEMI-ANNUAL ® ANNUAL SERVICES TO BE O SYSTEM REPAIR AND SERVICE 0 COMMUNICATOR TEST— FREQUENCY Dade PROVIDED PRO O RUNNER RESPONSE O CELLULAR BACKUP ( eat FYI ❑ TWO WAY RADIO BACKUP ❑ OTHER 2 D is understood and agreed try and between the paroes Mat Comparry is not the insurer, nor is the Agreement intended to bean insurance policy or a substitute bran Insurance policy. Insurance, d any, will be obtained by tee Subscriber. Charges are leased sdety upon the value of the System arrdfa the services provided and are unrelated b the vane d the Sulumbers property or the property of others located in Subscribers premises. The amounts payable by to Subscriber ate not sufficient to warrant Ctmperry assuming any risk of consequential, collateral. incidental or other damages to the Subscriber due to the System, is insWlation or the use ihereor, or any deficiericy, defect or inadequacy of the System at services or due to the Company's neAertce or failure to perform. except as specifically provided for in this Agrebrant Subscriber does not desire tvs Agreement to provide for the liability, of Company. and Subscriber agrees Diet Company, shall not be liable for loss of damage due directly or indirectly to any occurrences or consequences therefrom which the System of service is geed to detect or aver. From fro nature of Ile System provided hereunder or the services to be palomled, d is ilihprarbcel and extremely difficult to fir the actual damages, d any. which may Proximately rewh from the active or passive negligence of, or a faduire on One pad: of, Company to perform any of cis obligatios hereinder, of the bdue of tee Sysem to property operate. If Cortpan y strardd be bad liable for loss a damage due to a raiwe on die part of Company a the System a services. in airy respect such tabrbty stall be Emded. solely with regard to any RECURRING SERVICE transaction. to an amount equal to hify pacarl of ono years revering Samoa large or this amount of $1.000.00, whi taver is less, or. solely, with respect to a DIRECT SALE transaction. to an amount egiat to the purchase price of the equipment we respect to which the clew is made, and regardless of the type of transaction, the aforesaid liability shell be exclusive. The provisions of this paragraph Shall apply, in the everit loss or damage, Irrespective of cause or origb, results directly or indirectly to person or property, loom the performance or non-performance of fro obligations set forth by the gems of this Agreement or from the active or pass�ye aegfigenca of Cor parry. its agent or In the evert that Subscriber desires Company to assume greater liability under this Agreement a deice is hereby given of obta ing full or limited liel iy by paying an additional mount in proportion to the amour of liab li Company will assume. t this option is dhosen, an additional rider shall be attached to this ATeerrieril setting brth the additional li abity of Company and the additional charge. 3. If this Agreement is a RECURRING SERVICE transaction. than this Agreement $tall begin on the later of the data of oomplation of msatabon or the dale of commencement of Reoum ng Services. and stall continue for a period of three years ate the Ent day of them" next following said date. This Agreement shall narrow, a darratca'y for successive periods equivalent in time to the oigirel term thereafter unless either party, gives the other party written notice of termination not le'm than the 30^ day babe the fast day of the then existing term. 4. Subs beragreestopayCompanythesaleandlorratatationrhaigesImmcatedbelowbypayinganamountequaltothedepositindicatedbelowatthetimeofsigningttieAgreement and by paying the amount of the BALANCE DUE upon completion of the Installation. Further, the Sutsa3e agrees to pay to Company the total of the TOTAL S RECURRING SERVICE CHARGE ltdc below, quartedy in advance during the temn of this Agreermni and any automatic renewals thereof. In addition. in the event of tesmaabon by the Subscriber prior to or and of the term of the Apeement the agreed upon damage paymchts set forth in section 7 hereof, which may be substance. will beto e inmediiatey due and payable. S. The Company doves rof mpresem or warrant that the System may not be mnpromsed or orcrrmvenled, that the System or services vat prevent any loss by burglary. holdup, fire or otherwise, or that the System or services w8 in all cases provide the protection br which it s trata0ad or intended. Subscriber assures at risk of loss or damage to SutscrUr's prerndses a to its contorts, whether belonging to Su bscrber or others; and has riot (died an any mpresenatiats and warranties, express or implied, except as speciEcaty set torte in this Agreement Further. there is expressfy exdWed from the Agreement the warranties of merchantability or Strew for a particular purpose. RECURRING SERVICE CHARGE EMERGENCY SERVICE RATES QUARTERLY INSPECTION CHARGE QUARTERLY MONITORING CHARGE TOTAL QUARTERLY CHARGE S165MR AT MINIMUM OF 3 HOURS $ 397-W COMMUNICATION TYPE ®Sole Path Cell Communicator-Wilmonth ❑Phone Lines-$30fmonth THE TERMS AND CONDTTIOM CONTAINED ON THE REVERSE 610E OF THIS AGREEMENT ARE WCORPOHATEO NEREUI. AND. BY REFERENCE MADE A PART HEREOF. SUBSCRIBER ACKNOTAMGES RECEIVING A COPY OF THIS AGREEMENT AND HAVING READ AND UNDERSTOOD ALL OF SUCH TERMS AND CONDITIONS. INCLUDING. WITHOUT LDATAMOK SECTIONS 2. S. 41. If AND tl WHICH LOW TEE WARRANTIES, LASaMES AND OBLIGATIONS OF COMPANY. A SIGHED FAXED COPY OF TM AGREEMENT SHALL BE CARED AS AN ORIGINAL r BWBtlG AGREEMENT. �) )9 e . � Protegis Fire & Safety. LLC. 1 t 16o �{>v7 a G A S ""item r By Dylan Massing By Sso+ixv R ormtarraevo Approved Jeremy Allen °�"""°"°°314)C - fArcp13e6A713:f4Jh -0ihD7 rat Otte THIS AGREEMENT SHALL NOT BE BINDING UPON THE COMPANY UNLESS APPROVED IN WRITING BY AN AUTHORIZED REIRRESENTATTUE OF COMPANY. I N THE EVENT SUCH APPROVAL IS NOT OBTAINED. THE SOLE LIABILITY OF COMPANY SHALL BE TO REFUND TO SUBSCRIBER ANY AMOUNT THAT HAS BEEN PAD TO COMPANY BY SUBSCRIBER UPON SIGNING THIS AGREEEMENT. 6. a) Prior to the ineption of any fitigation related to the services contemplated in that agreement the tares agree to submit to mediation before a mutually agreeable mediates. The mediation shall be had in Martin Canty, Florida and the parses wig share des met. Venue for any litigation related to this agreement shall lie solely in Mahn Count'. Fbdtla. The prevailing party in any ahigi ban shall be added to recover reasonable attorneyy s fees. b) In be event any person not a Ferry he this Agreement shag make any claim or file any lawsuit against Company fa any reason mu ng to tie System a Company's duties and obligations pursuant to Nis Agreement, including, but not forted to, be design. installation. reps¢. mondoag, inspection. operalbn, or non -operation of tie System, Subscriber agrees to Miami defend antl head Company hamdess from any and an claims and lawsuits. including tie payment of all damages, expenses. costs and attarows' fees, whether mayor claims and lawsuits are based upon active or passive negligeae, indemmfica0on, mntnWtion or strict or product lm ily on the pad of Company, Is agents or employees, excapt to the extent such claim a lawsuit occurs while an employee or agent of Company is an the Premises and which losses, damages, expenses and rabillty are salary and directly caused by the ass of sale employee a agent 5100 of this Agreement is allocated as considemtion tar these tems. 7. a) The happening of any one or more or the following shag be Events of Default under this Agreement: 1) faiom by Subscriber N pay any amount within 10 days after the same is due and payable: 2) fame by Subsader to now-, keep or perform any agreement required by it herein; 3) abuse to tie System; 4) i issrutian, temination of existence. deon6nuance of the business, insolvent/ or business failure of Subaaiber 5) inflation of any bankruptcy, reagenizaton, assignment for the benefit of crackers, a like promising by or againsl Subscriber, or 6) —.a false slams mused by the Subscriber. Any of the above items listed conatiore immediate termination of contract. b) Upon the occurrence of an Event of Desi then at any tlme thereafter Company may pursue one or rae of tie following remedies: 1) by wriben noose to Subscriber, declare the balance of ad unpaid amen ns due and o become due under this Agreement to be immediately due and Payable provided that all pest due amounts shall bearirerest at the rate of 1 A% par=nth (18%per year) or the maximum rule permitted by law from the first occurring Event of Default; 2) receive immediate possession of Gompany—al potion of the System and for such purpose enter the Formal and remove said portion of are System. Subscriber hereby waives airy further right to Companyuwad portion of the System or any claims resulting from said rapaveas -. it J dirg any claim for Rsnmaon of tie Premises In it, former mndloon: 3) Proceed at law a n equity to mface performance by Subscriber of tie provisions of this Agreement or at recover damages for the breach of this Agreement 4) (it applicable) dsconenue the furnishing of mageg services. including, without frogman, meaning any communication software, hardware motor fimnvare contained whin the System from the Monitoring Facility (as hereinafter defined), and twomate this Agreement by wnften notice to Subsenber. 51 recover any other a $% Company a required to bear n respect to the System and/or services provided under Iles Agreement; and 6) recover all expenses. including court costs, collection expenses, reasonable tees of attorneys to whom this Agreement is referred for allection. resssonabs pass of removal of Company -owned portion of the System, and any other reasonable vests paid a incurred by Company in enforcing w allemP mg to enforce the lelm5 and conditions of this Agreement FurNemnre, if here are any time agreements In effect between Company and Subscriber, than Company, at its option, may deem Subscribes default under any one such agreement to be a default under any or all the agreements. and Company shag be emitted o exercise any or an of Is remedies upon default with respea to any or all of such agreements: c) The above remedies are cumulative and expcse of one deer nor preclude the exacise of another. d) If monitoring services we provvdi and if the monitoring service is deactivated because of Subscribers past due balance. and if Subscriber desres to have the Service reactvateQ Subsenber agrees to pay to Company in advance its pnwafing activation charge. 8. Subscriber hereby Subareas and empower Company, is employees and agents, if required by this Agreement, to: a) install the System and to perform any necessary seMces as required to be performed by company hereunder. Subsecaa acknowledges that the wiring to be nth n instating BR System shall be exposed wing as peorri by the National Electrical Code applicable edition . unless tie Schedule of Equipment aoyide, that the wring Is to be tun in codurt a otherwise unexposed: and b) enter the Premises in me event of an emergency occurring during goods of Subscriber's apparent m actual abseae for be purpose of making emergency repairs to the System, but only if Subscriber has furnished Company with a key o the Premises. Company assumes no liability for any delay, however mused, in the oslagakn of the system or for interruption of Ramming Services, due to s0ikes, fires. power fedures, inlermpMns or unavailability of telephone service. acts of God, or any other muse beyand the anud of Companyit is further agreed that an requirements Imposed by any cer8yng third parry shall be fully adhered to. including 24 hour access for required reset nyestigation, a maintenance, and any future expansions, alterations. addflons, or changes Shall require poor approval of Protags Fire & Safety, I.I.C. w returned adlusMents he the ooAnal Central Station Carfimfe may be completed. 9. Subscriber shag ware. wine own cast and expense whatever permission, penis a licenses Nat may be necessary from tie required authorities (including utility companies) for.nstagerson. maintaining andier regain or the System. Subscriber shag pay or reimburse Company for al lions, fees and/or changes, including selesluse tax. personal property tax. license and pared fees imposed by any governmental aumanty resting to tie services provided. 10, Company shall have the right to subeentmel any of the sarnos which it may be obligated to pectin. This Agreement and is benefits are not assignable by Subscriber except upon be prior written consent of Company. Subscriber acknowledges that this Agreement. and particularly those paragraphs rbatimg h be Company's maximum liability. and Bard -parry odemnificako, inure to be benefit of, and are applicable o any assignees a wbwnbactore a Company. mi the Mandng Feeney, Certificated systems shell only be serviced. tested. and maintained by Protegis Fire 8 Safety. U.C. or its designated sub caaacloe. Subscriberack enviselges this Agreement, and particularly Nose paragraphs elating nCompany's maximum flai ad third part idernrficww. mare to he benefit of, and are applicable to arty asi gnees or subcantraaors of Company, amber the Mommo g Facility. 11. This wrung (together with arty idrvdually signed separate Schedules or Equipmed andlo Rkat(s) pertaining to his Agreement) amended by he parties ae he final expression of them agreement with respect N be subject owner conaimad hemin and also as the complete and final statement of the terms of Such agreement. notwithstanding any prior, antemporanous a subsequent women or coal agreement relating to said subject ma ter. If there is any conBrtt between this Agreement ad Subscriber s purchase order, wary other documents any oar agreements. this Agreement win go—, whether such purchaser order orother document or oral agreement is issued poor o. contemporaneous with or Subsequent to ins Agreement and whether such purchase order of other document or oral agreement motaims any language to the contrary. This Agreement supersedes all prior agreements for the ware service at me were lagoon. There is no mass of dealing a usage of the Trade mat would supplement or conflia with this Agreement's terms. This Agreement may my be amended in a wmog Signed by both parties. No waxer of any of Ba terms are mar daow contained heain shell be effective unless Such waiver is in wring and signed by an a.M.M op2s.tative of the pay w sung such cindibon. In the event any of the tens ad conditions of this Agreementare declared ioralid ai operaws. all of the remaining tens and conditions shall remain in full force an effect If Subsatba desires Company to provide any Md ei service other than as sat ram herein, than any such additional winces shag only be funoshed pursuant to a separate agreement Both Pares hereby agree that m suit w action that relates in any way to this Agreement (whether based upon mum, negligence a otherwise) shall be brought against he other me than one (1) year after the account of hs muse of action therefor. In addition. where pertnided by taw, both parties hereby wages any rights to a jury trial in shy judiea atom brought by either parry which relates in any way to mil Ageemenl (whemer based upon contrant negligence or controvert). This Agreement shag be governed by he laws of the State of Florida. TERMS AND CONDITIONS APPLYING ONLY TO DIRECT SALE TRANSACTIONS 12. Until payment in fur is made by Subscriber for the System, title to the System shall reran a the Company. in be event that Subscribe, stall fail IS, pay Company for the System as hem,n provded, then the Company was have be right to assume shy and all legal and equitable remedies wheng ion such rim -payment. NohNhsanding anything to the amtrary contained heran. Company reams ownershp to all communication soNvere, hardware water firmware mmemed in the System. Unless othemdre noted. this Agreement shag as comakfaed a Lump Sum Cantraa 13. a) The System mad hereunder is warranted pumusm to he following LIMITED WARRANTY: me System is warranted to be free from defects in workmanship for a penal of thirty 130) days from are date of completion of he installation. No System, a any Parts hereof. may be maimed withal be exman Prior woman approval of me Company after a Serengeti by the Company that Such System, a any pan (nereof. is or are detective bemuse of poor workmanship or defective meWals. Company shall replace or repatal is sole option win defective System or any pen thereat little own expense, except that Subscriber shall pay all shipping, insurance and shmgar charges rumored in connection with the replacement of the defective System or any parts thereof. Tbs Warranty does lot include bananas in any dencea. This Warranty is void in mile of abuse, misuse, abnormal use, repair by unauthorized persons, a iftor any reason, Company determines that such System or arty palm thereof s a are not opemfing property as a mwll of muses other than poor workmanship or, detective materials. b) If mstala oar is provided for hereunder. then Company warrants that the surallakn of the System is free from defects in wodmanhtp Is a pedal of Unary (90) days from the date of completion of the nsalMBan. In he event of any defect in sun vmrkmarship. Company snarl conecd such defects without charge in the Subscriber only during Such rney (90) day period. THE AFORESAID WARRANTIES ARE EXPRESSLY MADE IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, IT BEING UNDERSTOOD THAT ALL SUCH OTHER WARRANTIES, EXPRESS OR IMPLIED. INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY EXCLUDED. IN NO EVENT SHALL THE COMPANY BE LIABLE TO SUBSCRIBER FOR ANY DIRECT, COLLATERAL INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE SUBSCRIBER'S USE OF THE SYSTEM, OR FOR ANY OTHER CAUSE WHATSOEVER RELATING TO THE SYSTEM. ALL IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE NINETY (90) DAY TERM OF THIS EXPRESS WARRANTY AND COMPANY HAS GIVEN SUBSCRIBER NO OTHER WARRANTY. Some sates dohot allow limitations an how long an implied worthily lash a he exclusion a amBwtion of incidental or cnsequenaa damages, an me above limitation wexmson may lot apply. This warranty gives he Subscriber specific legal rights, and he Subscriber may alw have other oghls whin vary hem stale to sate. TERMS AND CONDITIONS APPLYING ONLY TO RECURRING SERVICE TRANSACTIONS 14. This Agreement may be undamaged at any tare by company d. for any maven. IS right and pmileges necessary to install and madam he sgnabre rung equipment in Ba Mnitmig Facility are lenioatd: he Monitoring Facility or he authody hang jurisdiction direct mat such System or sign to ceiving equipment be removed or replaced; or the annemon is denied the Company w the Subscnber by any Wier parry. 15, Company shall have the right to increase Bre Rang sere'm charge provided heron, upon women notice to Sue vereaer, at any none or Bores after the date service is ngally operative under this Agreement Subscriber agrees o ready Company of any abjection to such increase in writing within 20 days after the data of he notice of Increase, airing which it shall be maJusively answered mat Subscriber has agreed to Such increase. In the event Subscriber objects to such income, Company may elea. at is option, to (i) continue this Agreement under the terms and condition in effect immediately prior to Sun mxrem, without notice to Subscriber, w (if) terminate he Agreement upon 15 days advance written who to Subscriber. 16. Subscriber agrees: (a) to fumish to Company, in winning, and an a mntakng bass. a Isl of the naml titles and relephme numbers of persons o be combed upon wasept of a signal: (b) that me System is designed to provide coverage basil upon the ayout of the Premises at the time of installation, and mat any alterations, armdaing a army sod, fixture a structural mammas, or other similar changes may affect the operation of the System: (c) not to tamper with, damage. a misuse said System and to indemnify Company for the cast of repair a heplamrenl as a msu8 of any Such damage W. or the loss of. or misuse of aft Conhparryawned portions of the System: at to repair, serum and/or to assure the operation of shy area property, system or device of Subsnber, or of others to whin the System may be amend or connected: (et to provide necessary electrical power at IDeal"s) an he Premises as requirm by Company through Subscribers meter and at Subscribers expense; (fI to wit and set the System, understanding paticulary Nat the sere itivtyy and area coverage or space prolec5on devices may mange, mat Company Is unable to detect such manger unless the Subscriber hnofes Company and accordingly mat work tests- in the area or areas of Such coverage are necessary to inure that adequate sensitivity or msntaned: (g) to turn W or grove all things whin may redere with the effectiveness of the System s space proaki components: (h) to refrain from musing fase alms. and n pry, a Rlmbwee Company for payment .1 any fin, penalty. a ore paid by Company a assessed agaimt company by any governmental a municipal agency; (i) to nooy Company Promptly upon dLuavary of a rreed fa seaice to the System, and (() Nat all elan valves. gate valves. tanks, pumps, compresses, inspector test connections, or other elements Starry spr filer system, now a hereinafter insulted, are or will be connected at Subscribers expense an as to be aceepabte to the —dance carrier, fire dating bureau w agency or other aumntiee having junedicom when egwoped wim the Company r algnanng devices. 17, The Company assumes on labdiy, fa intenupkn of monitoring, paper anbo any other rearrg wince due to saikes, rips. fires, Mods, lightning, earthquakes, paver ailures, interruption a unavailability of magmene service. ace of Gm, or for any other cause beyond the control of he Company and tie Company sub not be eMited to supply services to Subsa tier white such interruption may continue. Replacement of the System necessitated by any such went win be at Subsmber's expense. This Agreement may be suspended es terminated at the option of Company. g this Premises, the System or any pat therei or the signal-remiyirg equipment within the Monitoring Faaliy, is destroyed by fire, lightning or other catastrophe. or w Substantially damaged Nord is impractical o conkue service. or In the went the Company or are Macha ing Facility Is unable to render service as a result of any anon by any governmental authority. Upon such suspensim or lamination. m equitable refund of the service merge paid, but not yet eared. shall be made. If, in be opinion of Company, connection of he System to the sgnal-receiving equipment adversely effects the sgnakeceiving equipment. this Agreement may be laminated thirty (30) days bllooing wntan naive to Subscriber. Similarly. at the option of the Subscriber. this Agreement may be suspended or canceled upon written notice in the event hat the Premises are destroyed by fire or Omer cafasuoche. provided mat such owes is given within ten (10) as" of such avant In either such event, any advanm payments made by Subscriber to Company for Sumner, whim would have been rendered during such suspension or subsequent to Such cancellation shall be Rtunded to Subscriber. 18. IF MONITORING SERVICE FURNISHED. THEN, Ia %a event he System transmits signals to the Company's cantal soon or any other monitodg lrsengu s (heron aAlectn" referred to as the'Mortnng Faaliy). Company, or is designee. agrees to moodor such signals. If me signals tmansmmed from the Premises will be monitored in Seem, for, or municipal departments, the Company, a is designee, agrees to provide and maintain, or cause to be provided and maintained, a remoe manildrg hastily conelsting of sgnal-recam g equipment at such Motoring Facility 19. RECEIPT OF SIGNALS; RESPONSE TO ALARMS. a) MONITORING FACILITIES. The Company, or is designees, shall do the following: t) Upon receipt of a manual. ail aoc defector, wea rhav orother suppression system fire aan, imm omily raRnsrnd to the emergency communication center, and he location designated by the Subsnber ad nooy Subsnber, or is desgnaad repmswelive, by caging the Telephone number supplied to the Company in wrong by Subscriber. Additionally Certificated systems require a Run ... repack, to reset. investigate or repair the fire gan system. it) Upon receipt of any types of aan Signals other ban as set form in subseco m (t) some, me Martini Facility shah make every reasonable effd to nearly be appropriate palm or fire department, a other parsons w wages, designated by Subsnber m wrong 0 Comparry, urines toes is reasonable cause to assume that an emergency mdiion does rot exist The Monitoring Fair reserves the right to verify all aan sgnes by telephone or amerwse before readying emergency personnel and may bu onwue any p3raar response sense due 0 governmental or insaaoe requirements by ginug atom in writing to Subscriber b) NON -COMPANY MONITORING FACILITIES: Subscriber adnoMedges that if the Signals tan ended from be Premises will be mernowed in any Monitoring Facility nor operated by the Company, that pesnnel n such Monitoring Facilities are not the agents of the Company, nor does the Company assume any responsibility for the manioc in which such signals are maatored, or the response to such signal. c) TELEPHONE LINE: Subscriber acknowledges, that d a digital communicala s unized for me purposes oft ournfu g alarm signals from the Premises to the sgnat-remmvng equipment the signals from he System are hometown ever Subsnber'a regular telephone semen to me sgnal.emiving equipment and in the event Subscrber's telephone service is out of order, dismnecled, placed on vacafian or omerwse interrupted, signals ham the System will not be reserved by the signal-meeivirg aqw xrent owing Such iotantption in telephone servoe and the interruption wig not be known 0 Company or the Monitoring Facility. Subscriber fuMe acknowledges and agrees that signals am trom milted over leephone company lines which am wholly beyond be contra and jursdicaon or the Company and we mmnlamed ad Servkxtl by the applicable telephone or wily corn amy. SwerAber further acknowledges being advised that a digital System would be connected le an RJ31X or equivalent jack whim saws he telephone Inner and pmvens other calls from being made whin System IS activated, and therefore. the Subsrnher may wish to install the service on a secondary teephone line. d) FALSE OR NUISANCE ALARMS: It Company our a governmental aumonly dispatches an agent to respond to a Face or Nuisance alano originating from he Pmmsw. where Subscriber mWelonally, accidentally a negligerby has activated the aan signal, or g Company makes any repair m11 mused by the inadvertence a neglgencel of Subscriber, Subscriber shal I. in Moikn to being responsible for any and all fees and/or fines assessed by the appropriate governmenal authdy, with hasped to such false alaros, pay to Company he charges for a Service calla is hen exisomg aces. e) IF RUNNER RESPONSE SERVICE at fumishad. Subsaber hereby auharzas and deers Company a Is designers as is agent. to dean and muse the artist of wary person found in and about he Remises without aulhometion and a hold every such person until released by en authenzed rawasenative of Subsmber or delivered Imo poles malady: in all such cases the Subscriber agrees to ndemniy and hold Company and/or Its designee, anchor their mapanUve employees and is agems. hannow. from and against ail labiity, mill, damage or expense (including reamnbe ammey's fees) m on sequence of Such ameat andor dennaw. 20, Subsnoer agrees that all Company -wined equipmentiostalled to madder or supervse Ba Syseem(s) shag at all limes amain the sole property ofthe Company. Subscriber will notencumber or dispose ofraid equipment or permit the equipment o be takenfrom the Premises ertarnmed wah In the event of oils or damage to the System or any pan thereof, whether during installation a Nereatar. Subsnber agrees to pay Company the reasonable value hereof or the cast of repairs thereto as daeninedby Commpany. Subscriber agrees that the installation of the System does Trot cameos the System as a fiesure 21. IF REPAIR ANDIOR INSPECTION SERVICES aft tabe furshd pursuant o Section 1 hereof. Subscriber authorizes and empowers Company to repair, inspect, test and wens, the System between the houm of 8:30 a.m. and 4 30 p m. an Monday through Friday excluding National and State hditlays Service requested or mounted outside the above hours may be performed at Company's liberation or per Code. at is then prevarng alas. These services are described as (allows. at INSPECTION SERVICE. The Company veal arrange with Subscriber to inspect test and make necessary mnr djustmente o all control equipment and companan Dam. An mnued stakes. affected, and con arcs will be tested andfor fuonwsd. Inspection ineudes replacement of any dry can sand -by power supplies used in the System. Rechargeable batteries are not included ad will be chaged for Separately, when testing shall show their mplacement to be necessary. The cast of pan, and the labor to mien said pan, ewer than dry awl baftenes, he al included in this wrvoe. of REPAIR AND SERVICE: All rapers shall be at Subscriber a expense, nclutirg, but Trot limited to, replacement of batteries, to reset accidentally triggered equipment far the—necoon art mdificaMn of or extraordinary repairs m, the Systam. inducing, without lha coon, herwre to the System due to changes in he Poshest, additions to or changes in the System, and repairs of damages ceased by parries now than me Company (-Extraodinary Repair'). Subscriber shall not penm armada aloe than Company to repair we System. It the System is whey -mined W Company, Company seal make reasonable efforts to. (a) make all ordinary mpaire to the System due to normal wear and fear the expense of whim shall be blame by the Company. ad (b) mks all Extraordinary RepaiR, the expense of all wch Extraordinary Repass shay be the respersbiliy of Subsnber. 22. IF TIME AND MATERIAL SERVICE (whim are services not provided for pursuant to Section 1) am furnished, upon request repairs, inspection and tests shall be made at Subscribers expense at Cartpany s ben Managing rates. Labor Marge shall befa a minimum of — hwr for ear vislt o the Ramses. Emergg M wmim Mil bemndered at a =t of 5165 pa hwr at a minnum of 3 houm PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, CONTRACTOR must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Proposal or Bid. Upon request from the Village's custodian of public records, CONTRACTOR must provide the Village with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR who fails to provide the public records to the Village, or fails to make them available for inspection or copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Proposal or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and following completion of the Agreement if the CONTRACTOR does not transfer the records to the Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to the Village, all public records in possession of the CONTRACTOR, or keep and maintain public records required by the Village. If the CONTRACTOR transfers all public records to the Village upon completion of the Agreement, the CONTRACTOR shall 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 Agreement, the CONTRACTOR shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the VILLAGE, upon request from the Village's custodian of public records, in a format that is compatible with the Village's information technology systems. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-0440, OR AT imcwilliams@teguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews, or investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority, and power. The inspector general has the power to take sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. "The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("ADA") by ensuring that the Contractor's [ agreement /bid documents and specifications ] are accessible to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written statement indicating that all [ agreement /bid documents and specifications], from Contractor, including files, images, graphics, text, audio, video, and multimedia, shall be provided in a format that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by the World Wide Web Consortium ("WX"), Web Accessibility Initiative ("WAI"), available at www.w3.org[TR/WCAG/."