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X008- l/� JAIL DETENTION DOOR RETROFIT AGREEMENT This Jail Detention Door Retrofit Agreement ("Agreement") is entered into this Z9 -day of May, 2008, by and between Indian River County, a political subdivision of the State of Florida, 1801 27`h Street, Vero Beach, FL 32960 ("Owner" or "County") and Willo Products Company, Inc., an Alabama corporation, having a principal place of business at 2115 Veterans Drive, Decatur, AL 35601-5940 ("Contractor"). BACKGROUND RECITALS A. Owner issued a "Request for Proposals for Indian River County Jail Detention Door Retrofit" work and services [RFP Bid # 2008038), setting forth a response date of March 26, 2008. B. The Contractor was selected by Owner on April 15, 2008 in accordance with the Request for Proposals. C. The Contractor is willing and able to perform the services for Owner as set forth in this Agreement on the terms and conditions set forth in this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows: 1. DESCRIPTION OF SERVICES. The Contractor will perform, as an independent Contractor and not as an employee, the work and services that are as set forth in Exhibit "A" attached hereto and incorporated herein by this reference in its entirety ("Services"). The Contractor shall provide all of the necessary labor, material, and equipment to perform the Services, as more specifically set forth in Exhibit "B" attached hereto and incorporated herein by this reference in its entirety. 2. TIME OF COMPLETION. The Contractor will substantially complete the Services on December 31, 2008, as set forth in the Notice to Proceed. 3. GENERAL. The Contractor hereby certifies that it: has read every clause of the RFP and this Agreement; has made such examination of the location of the Services as is necessary to understand fully the nature of the obligation herein made; and shall complete the Services within the time limit specified herein. The Owner and Contractor agree to maintain records, invoices, and payments for the work. All Services under this Agreement shall be done to the satisfaction of the Owner, who shall in all cases determine the amount, quality, fitness, and acceptability of the Services hereunder, and shall decide all questions which may arise as to fulfillment of the Agreement on the part of the Contractor. The Owner's decision thereon shall be final and conclusive; and such determination and decision, in case any question shall arise, shall be a condition precedent to the right of the Contractor to receive any money hereunder. 4. INSURANCE: PERFORMANCE AND PAYMENT BONDS. he Contractor shall not commence to perform the Services under this Agreement until it has obtained all the insurance required under this Agreement, set forth in Exhibit "C" attached hereto and incorporated herein by this reference in its entirety, and such certificates of insurance have