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Home My WebLink About2013-067 CTURFs G A t3 - aG 7 CONTRACTING AGREEMENT This SUBCONTRACTING AGREEMENT (hereinafter referred to as the "Agreement") is by and between Indian River County Emergency Services (hereinafter referred to as the Agency) , and Critical Infrastructure Support Group, LLC , (hereinafter referred to as the "Contractor") . (The Agency and the Contractor may hereinafter be referred to severally in .the general sense as a "Party" or jointly in the sense as the "Parties") . NOW THEREFORE , in consideration of the promises and the mutual covenants and agreements set forth herein , and for other good and valuable consideration , the receipt and sufficiency of which are hereby acknowledged , the Parties do hereby mutually agree as follows: 1 ) TERM. This Agreement begins on January 1 , 2013, and continues until December 31 , 2013 (hereinafter referred to as the "Term") , unless otherwise terminated or modified to be extended , and notwithstanding any provisions herein that survive the termination or expiration of this Agreement. 2) SERVICES AND AUTHORITY. The Contractor agrees to perform work ordered by the Agency in accordance with this Agreement, which includes, but is not limited to , Basic CERT Training Class Instructors (all hereinafter referred to as the "Services") and bound by the terms of FDEM subgrant agreement reference• C,ontract Number: 13-CI -A6- 10-40-01 - 402 3) PRICE OF SERVICES. Services will be paid to the Contractor by the Agency at the amounts shown below, when in performance of the Services as Ordered hereunder, and payable to the provisions herein for Invoices and Payments : For Each Class: Price: 3 CERT Basic Trainin Classes (Two Instructors $2, 000.00 $6,000.00 For Meals Provided 0.00 0.00 $6,000.00 4) TASKING. Tasking for specific clasess will be accomplished via &Mail (addresses shown below) from the . Agency's Authorized Contractual Representative to the Contractor's Authorized Representative (Representatives are shown below) . The Agency must provide all Tasking Requests in writing. In the event of any conflict between this Agreement and any tasking, then this Agreement shall take precedence over any tasking . 5) INVOICES AND PAYMENT. Original invoices specifying date(s) , brief description of specific services and any amounts due shall be submitted to the Authorized Contractual Representative of the Agency. Invoices are due by the Agency for receipt by the Contractor on a Net 15 Basis, and payments shall be mailed to the Contractor's address of Notice. 6) NOTICES. Any correspondence between the Agency and the Contractor shall be addressed or directed as follows: a) For the Agency: Indian River County Emergency Services Attn : Dale Justice 4225 43rd Ave Vero Beach, FL 32967 Authorized Technical and Contractual Representatives (each serve in both capacities): Dale Justice, (772) 226=3852 (Voice) , DJustice@ircgov.com (E-Mail) b) For the Contractor: ` Critical Infrastructure Support Group, LLC 907516"' Place Vero Beach, FL 32966 Authorized Technical and Contractual Representatives (each serve in both capacities) : Scott E . Davis , (772) 3214135 (Voice) , sdavis(cDcisg . us (E-Mail) ; Page 1 of 4 7) INDEMNIFICATION. a) The Contractor hereby agrees, to the fullest extent permitted by law, to indemnify and hold the Agency and the Florida Division of Emergency Management (including its affiliates , subsidiaries, owners, officers, principals, directors, partners, managers, employees, Contractors, agents, associates and representatives) harmless from any claim, loss , damage, liability or cost (including reasonable attorney's fees and court costs) to the extent caused by the Contractors negligent acts, errors or omissions in the performance of Services, and house of the Contractor's Contractors , if any, who are providing support to the Contractor under this Agreement. b) The Agency agrees, to the fullest extent permitted by law, to indemnify and hold the Agency and the Florida Division of Emergency Management (including its affiliates, subsidiaries , owners, officers, principals, directors , partners, managers, employees, Contractors, agents, associates and representatives) harmless from any claim , loss, damage, liability or cost (including reasonable attorney's fees and court costs) to the extent caused by the Contractors negligent acts, errors or omissions arising from any project that is the subject of these Services . 8) TERMINATION. a) This Agreement may be terminated at any time by either Party for its convenience , by providing the other Party with a thirty (60) day written notice of the same. b) This Agreement may be terminated for default in the event that either Party is in breach of any provision of this Agreement, whether or not such provision states herein , for the purpose of emphasis , that an action will specifically result in a breach . The Party not in breach will provide a written notice to the Party in breach , of a pending termination for default, and the Party in breach will be provided seven (7) calendar days to cure the breach . The Party not in breach will be permitted to terminate this Agreement for the default of the Party in breach at any time after the failure by the Party in breach to cure the breach within the aforementioned cure period . 9) MODIFICATION. Unless otherwise stated herein , no modification of this Agreement shall be binding upon the Parties hereto, unless such is in writing , numbered , dated and duly signed by Agency in its sole discretion . 10) ASSIGNMENT. The Contractor shall have no right to assign all or any part of its rights or obligations under this Agreement without the prior written consent of the Agency, which may be withheld by the Agency in its sole discretion . 11 ) WAIVERS. The failure of any Party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of that provision , nor shall it affect the validity of this Agreement, or any part hereof, the right of such Party thereafter to subsequently enforce each and every provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach . 12) ENTIRETY. Unless otherwise noted herein, this Agreement, with its Attachments, if any, constitutes the entire Agreement of the Parties hereto with respect to the subject matter of this Agreement, and all previous communications between the parties, whether written or oral with reference to the subject matter of this Agreement, are hereby cancelled and superseded . 13) SEVERABILITY. The provisions of this Agreement are cumulative and supplementary to each Party's rights under the governing laws of this Agreement. However, if any ruling of any courtwith the jurisdiction of this Agreement , that any one or more of the provision contained in this Agreements shall for any reason be held invalid , illegal or unenforceable in any . respect, such as invalidity, illegality or unenforceability shall nor affect any . other provision hereof, and thi's Agreement shall be construed as if such invalid , illegal or unenforceable provision had never been contained herein unless the deletion of the provision or provisions would result in such a material change as to cause completion of the transactions contemplated herein to be unreasonable . 14) GOVERNING LAWS AND VENUE. Applicable federal laws and the laws of the State of Florida shall be the governing laws under which this Agreement shall be interpreted, and in the County of Indian River, Florida, shall be the venue for any proceedings related to this Agreement. Page 2 of 4 IN WITNESS WHEREOF, the parties hereto executed this Agreement on the date shown below, whereby this Agreement is effective as of the beginning of the Term shown above. American Medical Response Critical Infrastructure Support Gro p, LLC B Mr. Joe Flescher Date Scott E. Davis Date Ti e: Chairman, BCC Title: President & CEO CISG, LLC Op�� Pnnu ' O• BCC Approved i**#4 .,?013 a Rome erg ' Qa � C� • : Oa • e f •i • � Q e • APP$,.Cf oED o� •e' fittest : Jeffrey R . Smith , Cler of t. .•!ANRtl R �,. ° Court an C o eputy Clerk unty A ministrator APPROVED AS TO FORM AND E A UFFI IEN 13Y WI LIAM K. 8 = DEPUTY COUNTY ATTORNEY Page 3 of 4 ATTACHMENT "A" Initial Zone Deployment - OEP Communications Unit OEP Command 1 Communications Cache 42' Command Trailer 60KW Genset and SATCOM Trailer All SATCOM Charges Additional Zone Deployment - OEP Communications Unit All SATCOM Charges All Personnel Charges Included and based on 12 hours shifts. Page 4 of 4 i