HomeMy WebLinkAbout2024-678-E-AMS-The Fast Fire Watch Company-Justice Facility Fire Watch ServicesRevised 01/24
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[Departmental Use Only]
TITLE Justice - Fire Watch
FY 2024-2025
NORTH CAROLINA
SERVICES AGREEMENT NO RFP/RFQ
ORANGE COUNTY
This Services Agreement (hereinafter “Agreement”), made and entered into this 1st day of
November, 2024, (“Effective Date”) by and between Orange County, North Carolina a political
subdivision of the State of North Carolina (hereinafter, the "County") and The Fast Fire Watch
Company, (hereinafter, the "Provider").
WITNESSETH:
That the County and Provider, for the consideration herein named, do hereby agree as
follows:
1. Services
a. Scope of Work.
i) This Agreement is for services to be rendered by Provider to County with respect
to (insert type of project): Fire Watch Services
ii) By executing this Agreement, the Provider represents and agrees that Provider is
qualified to perform and fully capable of performing and providing the services
required or necessary under this Agreement in a fully competent, professional and
timely manner.
iii) Time is of the essence with respect to this Agreement.
iv) The services to be performed under this Agreement consist of Basic Services, as
described and designated in Section 3 hereof. Compensation to the Provider for
Basic Services under this Agreement shall be as set forth herein.
2. Responsibilities of the Provider
a. Services to be provided. The Provider shall provide the County with all services
required in Section 3 to satisfactorily complete the Project within the time limitations set
forth herein and in accordance with the highest professional standards.
b. Standard of Care.
i) The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the highest generally accepted standards
of this type of Provider practice throughout the United States and in accordance
with applicable federal, state and local laws and regulations applicable to the
performance of these services. Provider is solely responsible for the professional
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quality, accuracy and timely completion and submission of all work related to the
Basic Services.
ii) Provider shall be responsible for all errors or omissions of its agents, contractors,
employees, or assigns in the performance of the Agreement. Provider shall
correct any and all errors, omissions, discrepancies, ambiguities, mistakes or
conflicts at no additional cost to the County.
iii) The Provider shall not, except as otherwise provided for in this Agreement,
subcontract the performance of any work under this Agreement without prior
written permission of the County. No permission for subcontracting shall create,
between the County and the subcontractor, any contract or any other relationship.
iv) Provider is an independent contractor of County. Any and all employees of the
Provider engaged by the Provider in the performance of any work or services
required of the Provider under this Agreement, shall be considered employees or
agents of the Provider only and not of the County, and any and all claims that may
or might arise under any workers compensation or other law or contract on behalf
of said employees while so engaged shall be the sole obligation and responsibility
of the Provider.
v) If activities related to the performance of this Agreement require specific licenses,
certifications, or related credentials Provider represents that it or its employees,
agents and subcontractors engaged in such activities possess such licenses,
certifications, or credentials and that such licenses certifications, or credentials are
current, active, and not in a state of suspension or revocation.
vi) Should any documents, exhibits, or addenda be attached to this Agreement, the
terms of this Agreement shall have priority in any conflict with or among the
terms of such referenced documents, exhibits, or addenda.
vii) Should this Agreement involve project designs, the construction or creation of
which is to be bid out or fulfilled by other contractors, and bidding or negotiation
with contractors produce prices which, when added to the other elements of the
approved total project cost, produce a cost that is in excess of the approved total
project cost, the Provider shall participate with the County in negotiation and
design adjustments to the extent such are necessary to obtain prices within the
approved total project cost. All activity of the Provider with respect to these
matters shall constitute Basic Services and shall be performed by the Provider
without additional compensation. If negotiation and design adjustments fail to
bring costs within the total project cost the County may reject all bids and
Provider will redesign or reduce portions of the project in an effort to reduce the
bid prices to within the total project cost and rebid the project. One such redesign
is included within Basic Services. If this second letting for bids does not produce
bids that are within the approved total project cost initially or after negotiations
with the contractor the cost is not reduced to an amount within the total project
cost, the Provider is not obligated to engage in further redesign.
3. Basic Services
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a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows
(fully describe services to be provided): Provide labor to perform 24/7 fire watch
services at the Justice Facility located at 106 E. Margaret Lane, Hillsborough NC,
27278.
4. Duration of Services
a. Term. The term of this Agreement shall be from December 14, 2024 to January 3,
2025.
b. Scheduling of Services.
i) The Provider shall schedule and perform its activities in a timely manner.
ii) Should the County determine that the Provider is behind schedule, it may require
the Provider to expedite and accelerate its efforts, including providing additional
resources and working overtime, as necessary, to perform its services in
accordance with the approved project schedule at no additional cost to the
County.
iii) The Commencement Date for the Provider's Basic Services shall be December 14,
2024.
5. Compensation
a. Compensation for Basic Services. Compensation for Basic Services shall include all
compensation due the Provider from the County for all services satisfactorily (as
determined by the County) performed pursuant to this Agreement. The maximum
amount payable for Basic Services shall not exceed Twenty-Five Thousand Dollars
($25,000.00). Payment for satisfactorily performed Basic Services shall become due and
payable within thirty (30) days of Provider properly invoicing County. Payment shall be
subject to provisions of Section 5(b).
b. Disputes. In the event the amount stated on an invoice is disputed by the County, the
County may withhold payment of all or a portion of the amount stated on an invoice
until the parties resolve the dispute. Should Provider fail to perform its duties under the
terms of this Agreement, County may, without fault or penalty, withhold any payment
associated with the work to be performed until such time as said work is completed.
c. Additional Services. County shall not be responsible for costs related to any services in
addition to the Basic Services performed by Provider unless County requests such
additional services in writing and such additional services are evidenced by a written
amendment to this Agreement.
6. Responsibilities of the County
a. Cooperation and Coordination. The County has designated (Angel Barnes) to act as the
County's representative with respect to the Project who shall have the authority to render
decisions within guidelines established by the County Manager or the County Board of
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Commissioners and who shall be available during working hours as often as may be
reasonably required to render decisions and to furnish information.
7. Insurance
a. General Requirements. Provider shall obtain, at its sole expense, Commercial General
Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any
additional insurance as may be required by County’s Risk Manager as such insurance
requirements are described in the Orange County Risk Transfer Policy and Orange
County Minimum Insurance Coverage Requirements (each document is incorporated
herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If
County’s Risk Manager determines additional insurance coverage is required such
additional insurance shall consist of NA (if no additional insurance required mark N/A
as being not applicable). Provider shall not commence work until such insurance is in
effect and certification thereof has been received by the County's Risk Manager.
8. Indemnity
a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without
limitation, to defend, indemnify and hold harmless the County from all loss, liability,
claims or expense, including attorney's fees, arising out of or related to the Project and
arising from property damage or bodily injury including death to any person or persons
caused in whole or in part by the negligence or misconduct of the Provider except to the
extent same are caused by the negligence or willful misconduct of the County. It is the
intent of this provision to require the Provider to indemnify the County to the fullest
extent permitted under North Carolina law.
9. Amendments to the Agreement
a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional
compensation or a change in duration of this Agreement shall be made by a written
Amendment to this Agreement executed by the County and the Provider. The Provider
shall proceed to perform the Services required by the Amendment only after receiving a
fully executed Amendment from the County.
10. Termination
a. Termination for Convenience of the County. This Agreement may be terminated without
cause by the County and for its convenience upon seven (7) days’ prior written notice to
the Provider.
b. Other Termination. The Provider may terminate this Agreement based upon the County's
material breach of this Agreement; provided, the County has not taken all reasonable
actions to remedy the breach. The Provider shall give the County seven (7) days' prior
written notice of its intent to terminate this Agreement for cause. Either party may
terminate this Agreement upon notice to the other party that obligations pursuant to this
Agreement are made impractical due to declarations of emergency by Orange County or
by North Carolina due to events directly impacting Orange County. Both parties shall
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remain responsible for all payment and performance due up to the receipt of such notice,
but shall have no further obligation or responsibility beyond that date provided the
terminating party has taken all reasonable steps to complete the performance of its
obligations.
c. Compensation After Termination.
i) In the event of termination, the Provider shall be paid that portion of the fees and
expenses that it has earned to the date of termination, less any costs or expenses
incurred or anticipated to be incurred by the County due to errors or omissions of
the Provider. Upon request of the County, the Provider shall submit to County all
relevant documentation, including but not limited to, job cost records, to support
its claims for final compensation.
ii) Should this Agreement be terminated, the Provider shall deliver to the County
within seven (7) days, at no additional cost, all deliverables including any
electronic data or files relating to the Project.
d. Waiver. The payment of any sums by the County under this Agreement or the failure of
the County to require compliance by the Provider with any provisions of this Agreement
or the waiver by the County of any breach of this Agreement shall not constitute a
waiver of any claim for damages by the County for any breach of this Agreement or a
waiver of any other required compliance with this Agreement.
e. Suspension. County may suspend the Basic Services and this Agreement at any time for
County’s convenience and without penalty to County upon three (3) days’ notice to
Provider. Upon any suspension by County, Provider shall discontinue work on the Basic
Services and shall not resume the Basic Services until notified to proceed by County.
11. Additional Provisions
a. Limitation and Assignment. The County and the Provider each bind themselves, their
successors, assigns and legal representatives to the terms of this Agreement. Neither the
County nor the Provider shall assign or transfer its interest in this Agreement without the
written consent of the other. There are no third-party beneficiaries of this Agreement and
nothing in this Agreement, express or implied, is intended to confer on any person other
than the parties hereto (and their respective successors, heirs and permitted assigns), any
rights, remedies, or obligations.
b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights
of respective parties hereunder shall be governed by the laws of the State of North
Carolina. By executing this Agreement Provider affirms that Provider and any
subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter
64 of the North Carolina General Statutes. By executing this Agreement Provider
certifies that Provider has not been identified, and has not utilized the services of any
agent or subcontractor identified, on the list created by the State Treasurer pursuant to
G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not
been identified, and has not utilized the services of any agent or subcontractor identified,
on the list created by the State Treasurer pursuant to G.S. 147-86.81.
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c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable
local, state, and federal laws, rules, and regulations including but not limited to all state
and federal non-discrimination laws, policies, rules, and regulations and the Orange
County Non-Discrimination Policy and Orange County Living Wage Policy (each
Orange County policy is incorporated herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any
violation of the Orange County Non-Discrimination Policy is a breach of this Agreement
and County may immediately terminate this Agreement without further obligation on the
part of the County. This paragraph is not intended to limit and does not limit the
definition of breach to discrimination.
d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages
with respect to any provision of, or the performance or non-performance of, this
Agreement shall be brought in the General Court of Justice of North Carolina sitting in
Orange County, North Carolina. It is agreed by the parties that no other court shall have
jurisdiction or venue with respect to such suits or actions. Binding arbitration may not
be initiated by either Party, however, the Parties may agree to nonbinding mediation of
any dispute prior to the bringing of such suit or action.
e. Entire Agreement. This Agreement represents the entire and integrated agreement
between the County and the Provider and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be amended
only by written instrument signed by both parties. Modifications may be evidenced by
facsimile signatures.
f. Severability. If any provision of this Agreement is held as a matter of law to be
unenforceable, the remainder of this Agreement shall be valid and binding upon the
Parties.
g. Ownership of Work Product. Should Provider’s performance of this Agreement generate
documents, items or things that are specific to this Project such documents, items or
things shall become the property of the County and may be used on any other project
without additional compensation to the Provider. The use of the documents, items or
things by the County or by any person or entity for any purpose other than the Project as
set forth in this Agreement shall be at the full risk of the County.
h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and
the validity of this Agreement is based upon the availability of public funding under the
authority of its statutory mandate.
In the event that public funds are unavailable or not appropriated for the performance of
County’s obligations under this Agreement, then this Agreement shall automatically
expire without penalty to County immediately upon written notice to Provider of the
unavailability or non-appropriation of public funds. It is expressly agreed that County
shall not activate this non-appropriation provision for its convenience or to circumvent
the requirements of this Agreement.
In the event of a change in the County’s statutory authority, mandate or mandated
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functions, by state or federal legislative or regulatory action, which adversely affects
County’s authority to continue its obligations under this Agreement, then this Agreement
shall automatically terminate without penalty to County upon written notice to Provider
of such limitation or change in County’s legal authority.
i. Signatures. This Agreement together with any amendments or modifications may be
executed electronically. All electronic signatures affixed hereto evidence the consent of
the Parties to utilize electronic signatures and the intent of the Parties to comply with
Article 11A and Article 40 of North Carolina General Statute Chapter 66.
j. Notices. Any notice required by this Agreement shall be in writing and delivered by
certified or registered mail, return receipt requested to the following:
Orange County Provider’s Name
Attention:A. Barnes The Fast Fire Watch
Company
P.O. Box 8181 6298 Amberwoods Dr.
Hillsborough, NC 27278 Boca Raton, FL 33433
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have
hereunder set their hands and seal, all as of the day and year first above written.
ORANGE COUNTY:PROVIDER:
By: _________________________________
Travis Myren, County Manager
By: __________________________________
Printed Name and Title
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CEO
11/5/2024
George navarro
11/5/2024
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ORANGE COUNTY—INTERNAL USE ONLY
______________________________________________________________________________
Finance Information
Vendor Name: The Fast Fire Watch Company Vendor Contact Person: George Navarro
(admin@fastfirewatchguards.com) Phone: 800-899-7524 Address: 6298 Amberwoods Dr City Boca Raton State:
FL Zip: 33433 Department: AMS Amount: Not to Exceed $25,000.00 Purpose: Justice Facility Fire Watch
Services Budget Code(s): 61370035-800000-11006 Vendor #
Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No
Contract Details
Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment )
Effective Date 12/14/2024 End Date 01/15/2025 Notice Date (Notice Purpose )
Award
Approved by Board (Agenda Date: ); Made or Administered by AMS
Signature Authority
- BOCC Express Delegation (Agenda Date: )
- Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000
- Budget Policy Section XV (Capital Improvement Project: 11006)
Bidding
Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# )
Department Affirmation
This agreement is approved as to technical form and content and I as Department Director affirmatively state
work on this project has not been initiated prior to execution of the agreement.
This agreement is approved as to technical form and content. Services related to this agreement have already
begun or been completed. Description of the nature of the emergency condition that was addressed:
Department Director’s Signature ________________________________________ Date: ________
Information Technologies
This agreement has been reviewed and is approved as to information technology content and specifications:
Office of the Chief Information Officer___________________________________ Date: ________
Inapplicable because no hardware/software purchases or related services
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer___________________________________ Date: _________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act:
Office of the Chief Financial Officer ____________________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney __________________________________________Date: ________
Clerk to the Board
All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Received for record retention:
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Office of the Clerk to the Board __________________________________________Date:________
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Sub Total 6,384.00
Total $6,384.00
Estimate Date :10.24.24
Terms :Net 7
State :North Carolina
6298 Amberwoods Dr
Boca Raton Florida 33433
U.S.A
1-800-899-7524
Estimate
# EST-15503
Bill To
Orange County, North Carolina
Customer ID : FFWC-4087
Service Address
106 E. Margaret Lane
Hillsborough North Carolina 27278
U.S.A
Customer ID : FFWC-4087
Have questions or need to make changes to your estimate?
Login to our client portal, use the comment box.
Sales: 1-800-899-7524
#Item & Description Qty Rate Amount
1 Fire Protection
1 WEEK ESTIMATE
Minimum of 3 consecutive days - non refundable
Start: 12/14/24
Schedule: 24/7
Start Time: TBD
Guards: 1
GPS TRACKED & GEO FENCED
Patrol: indoor & outdoor
NOTE: FEDERAL HOLIDAYS ARE CHARGED TIME IN A HALF
168.00 38.00 6,384.00
Job Details
RESTROOM & ACCESS: We politely ask clients to provide access to a restroom, portable potty, club house or vacant units, as the guard IS
NOT allowed to leave the site once his/her shift starts.
Estimate is based on coverage.
Start Date: 12/14/24
Estimated End Date: 01/23/25
Looking forward to your business!
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*IMPORTANT! TO EXTEND/END SERVICES YOU MUST EMAIL/CALL OUR CALL
CENTER - 1800- 899-7524 -
OUR GUARDS ARE NOT ALLOWED TO ACCEPT SCHEDULE CHANGES - NO
EXCEPTIONS
Payment Agreement
DUE TO COVID-19 PAYMENT TERMS HAVE CHANGED
PAYMENT TERMS: For Jobs at our 3 day minimum, 100% of the Estimate is due as a retainer in advance. For
Jobs more than 3 days, 50% of the Estimate is due as a retainer in advance, the balance due upon job
completion date as referenced in Estimate. If the job extends past 1 week, Customer will be invoiced weekly
and is due upon receipt. Customer has no right to early cancellation, and the 50% retainer is non-refundable.
Description of Services: Fire Watch Services include searching property for a variety of site specific fire hazards
such as: smoke, fire extension and other hazards. Fire Watch does not include any functions classified as
security services.
Location to be serviced is: 106 E. Margaret Lane, Hillsborough NC 27278
By e-signing this estimate/quote, or approving a job from The Fast Fire Watch Company you acknowledge that
you have carefully read, understand and fully agree to the terms and conditions.
Authorized Signature
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The Fast Fire Watch Company Services Agreement - Terms & Conditions
Services to Be Performed. Luxlion Incorporated, d/b/a The Fast Fire Watch Company (hereinafter,
“Contractor”) shall furnish the following Services, found in subsection 1.(A) of this Agreement, to
Customer, subject to the terms and conditions herein.
Community-Based Fire Watch Patrol. Contractor shall perform Community-Based Fire Watch Patrol
Tours, which shall consist of mobile patrols of Customer’s Location(s), manned by unarmed fire watch
personnel, performed in accordance with the times, Location(s), and frequencies specified within this
proposal. Fire watch personnel performing such tours shall (i) evaluate the Location(s) for fire hazards;
(ii) use 911 as needed; and (iii) maintain patrol logs for inspection (hereinafter, “Services”). Contractor’
s Services do not include any security-related services not specifically related to fire hazards.
If an incident occurs requiring the Customer’s immediate attention, Contractor shall notify Customer as
soon as practicable after learning of the incident by calling the Emergency Contact provided by
Customer.
Delegation of Services. Contractor may perform the Services itself or may delegate the performance of
some or all of the Services to one or more of its franchisees and/or subcontractors. Contractor’s
franchisees and/or subcontractors may likewise delegate the performance of Services to their
subcontractors.
Duties of Customer. In support of the Services to be provided under this Agreement, Customer shall, at
its expense, make adequate provision for the following: (i) advising Contractor of any and all hazards
at the Location(s) and dangerous activities being conducted at the Location(s); (ii) maintaining the
Location(s) free from unreasonable hazards and unreasonably dangerous activities; and (iii) providing
training to all of Customer’s employees, vendors, and contractors as to the nature of Contractor’s
operations at the Location(s) and as to such other matters as may be reasonably requested by
Contractor and/or necessary in order to allow Contractor to perform the Services.
Payment. For the Services Contractor provides hereunder, Customer agrees to pay Contractor
according to the rates set forth in the Estimate. Contractor shall submit an invoice to Customer
according to the schedule selected on the Estimate, but no less often than weekly. Customer shall remit
payment in full for each invoice within seven (7) days after receipt of the same. In the event that
Customer should fail to make payment in full of any invoice when due, the amount due under such
invoice shall bear interest at the rate of one and two-and-a-half percent (2 1/2 %) per month, or the
highest rate allowed by law, whichever is less. Should Customer fail to make payment in full of any
invoice, Customer shall be liable to Contractor for all costs of enforcing the terms of this Agreement,
including but not limited to attorney’s fees. Customer shall notify of any cancellations within a time
frame of twelve (12) hours prior to the Service, Customer shall incur a cancellation fee equal to one
shift if Customer fails to observe the reasonable time frame, except that any retainer received from
Customer that is unused will remain non-refundable. Should Customer fail to make payment on any
invoice, Customer hereby acknowledges that it has been unjustly enriched and pursuant to the theories
of unjust enrichment and estoppel Contractor may place a lien on Customer’s property, or in the
absence of real property, the Customer’s company assets. Contractor’s lien and/or liens shall take
priority over any and all non-mortgage liens.
Price Changes and Fuel Surcharges. Contractor may increase prices for Services or impose a fuel
surcharge from time to time by giving notice to the Customer either in writing or by notation on a
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statement of account. If it objects to the changed price or fuel surcharge, Customer shall notify the
Contractor in writing within thirty (30) days after the date of first notification of the change or
surcharge. In the absence of such objection, the price change shall be deemed accepted by the
Customer and shall be considered by the parties as a binding modification to this Agreement, and this
Agreement, as so modified, shall remain in full force and effect. If the Customer timely objects, then
the Contractor reserves the right to continue this Agreement in full force and effect without any price
changes or fuel surcharge.
Termination, Remedies.
This Agreement may be terminated by Contractor at any time in the event of a breach or a failure to
comply with any covenant, term, or condition of this Agreement, but only after the Contractor has
provided written notice of such breach or failure to comply and the same remains uncured for (i) seven
(7) days after the Customer gives such notice in the event of nonpayment of amounts due hereunder, or
(ii) thirty
(30) days after Contractor gives such notice in the event of any other breach hereunder. Any amounts
due pursuant to this Agreement at the time of cancellation will be due upon receipt of the aforementioned
notice, including but not limited to any retainer. In the event of termination by Contractor, Contractor
may, in addition to any other remedy it may have by contract, at law or in equity, immediately cease
performing Services.
Insurance.
Customer shall maintain at all times during the term hereof general liability insurance in occurrence
form with an insurance company or companies qualified to write such insurance in the state(s) where the
Location or Locations, as the case may be, are located, with limits not less than One Million Dollars
($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the aggregate.
Customer shall give notice to Contractor at least thirty (30) days prior to any cancellation, termination
or amendment of any such insurance policy.
Cooperation in the Event of a Claim. In the event that Customer becomes aware of any alleged claim
of injury or damage arising out of the performance of the Services, Customer shall give the other party
written notice within two (2) business days thereafter, stating the details of the incident sufficient to
identify, if possible, the persons involved, the location and circumstances of the incident, and the
names, addresses, and telephone numbers of available witnesses. Customer shall cooperate with
Contractor and any involved subcontractors in good faith in the handling of such claims, including any
lawsuits or other proceedings, and in enforcing any right of contribution or indemnity.
Limitation of Liability. In no event shall Contractor be liable for any special, consequential,
incidental, punitive, or exemplary damages or losses of any kind whatsoever arising out of this
Agreement.
Non-Solicitation. During the term of this Agreement and for a period of two years thereafter, Customer
(nor any person or entity having any relation to the directors, owners, or officers of Customer)
shall not directly or indirectly entice, encourage or make any offer to employ, hire, perform work for,
or contract with: (i) any current employee, agent, subcontractor, franchisee, independent contractor of
Contractor; or (ii) any person who acted as an employee, agent, franchisee, subcontractor, or
independent contractor of any franchisee or subcontractor of Contractor.
Confidentiality. The parties acknowledge and agree that they may receive certain confidential
information from the other party, including but not limited to, the programs, protocols, pricing,
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business or strategic plans of the other party, and will also possess information relating to this
Agreement, including but not limited to the compensation paid to Contractor, franchisee and/or
subcontractor herein (collectively, "Confidential Information"). The receiving party shall not at any
time disclose the Confidential Information to any person, firm, partnership, corporation or other entity
(other than employees, lenders, professional advisors, franchisees and subcontractors of the receiving
party having a need to access the Confidential Information) for any reason whatsoever. Each party
shall take actions necessary to ensure that its employees, lenders, professional advisors, franchisees
and subcontractors having access to the Confidential Information do not disclose the Confidential
Information. Confidential Information shall not include information which (i) was in the receiving
party’s possession prior to disclosure, or (ii) is now or subsequently becomes, through no act or failure
to act by the receiving party, part of the public domain.
Representations and Warranties. Each party covenants and warrants to the other that: (i) it is an entity
duly formed, validly existing and in good standing under the laws of its jurisdiction of formation, (ii)
it has the power and capacity to enter into, execute and perform its obligations under this Agreement in
accordance with the terms and provisions hereof, and (iii) the execution and delivery of this Agreement
have been duly authorized by all proper corporate action.
Entire Agreement. This Agreement, incorporating the Estimate and any applicable signed Addendum,
shall constitute the entire agreement between the parties dealing with the subject matter hereof, and
any prior understanding or representation of any kind preceding the date of this Agreement and
dealing with the same subject matter shall not be binding upon either party, except to the extent
incorporated in this Agreement. This Agreement supersedes any prior written agreement.
Modification of Agreement. Except as provided in Section 5 herein, any modification of this
Agreement or additional obligation assumed by either party in connection with this Agreement shall be
binding only if placed in writing and signed by each party or an authorized representative of each
party.
No Waiver. Wavier of any provision of this Agreement or the performance or enforcement thereof
shall not constitute a continuing waiver of such provision or a waiver of any other provision of this
Agreement. Any such waiver must be in writing duly signed by the waiving party to be effective.
Independent Contractors. The parties acknowledge that Contractor, including its employees,
franchisees and subcontractors, are independent contractor/s providing Services to Customer, and
nothing herein shall be deemed to constitute or be construed as making Contractor, its employees,
subcontractors, or its franchisees, to be agents or employees of the Customer.
Binding Effect. This Agreement shall bind and inure to the benefit of the respective heirs, estates,
personal representatives, successors, and assignees of the parties.
Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the
laws of the State of Florida, without regard to its conflict of laws rules. Contractor and Customer agree
that any cause of action or litigation arising out of this Agreement shall be filed exclusively in federal
or state court in Miami-Date County, Florida, and Contractor and Customer irrevocably consent to the
jurisdiction and venue of such courts.
Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect
the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties
agree that the remaining provisions shall be deemed to be in full force and effect as if they had been
executed by both parties subsequent to the expungement of the invalid provision.
Docusign Envelope ID: 7BD29372-9C57-444E-BCFB-08BC7A7C8303
6
10.
11.
12.
13.
14.
15.
Notices. Any and all notices provided for herein shall be sufficient if given in writing and hand-
delivered or sent by facsimile (with electronic confirmation), email, registered mail or certified mail to
the address set forth for the applicable party on the first page of this Agreement, or such other address
as a party may deliver to the other party in writing. Notice given by hand delivery shall be deemed
given when delivered. Notice given by facsimile shall be deemed given on the next business day after
such notice is sent. Notice given by registered or certified mail shall be deemed given on the third (3rd)
day after such notice is sent. Notice given by email shall be deemed given on that same day.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall
be deemed to be an original, however all of which together shall constitute but one and the same
instrument.
Survival. Sections 2, 4, 5, 6, 7, 8, 9, 10, 11, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, and 25 shall
survive the expiration or termination of this Agreement.
Force Majeure. Contractor shall not be liable for delays, breaches, nor defaults due to Acts of God or
the public enemy, acts of war or terrorism, riots, protests, strikes, fires, explosions, accidents,
governmental actions of any kind or any other causes of a similar character beyond its control and
without its fault or negligence.
Assignment. Customer may not assign or transfer this Agreement (or its obligations within this
agreement) to any other person, firm, corporation, or other entity without the prior, express, and
written consent of Contractor.
Headings. The titles to the Sections of this Agreement are solely for the convenience of the parties and
shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this
Agreement.
Agreement
By e-signing this proposal you are agreeing to the terms herein, and promise to remit a payment based
upon the above listed terms.
Docusign Envelope ID: 7BD29372-9C57-444E-BCFB-08BC7A7C8303
25178
SUNZ INSURANCE COMPANY 34762
STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY
1,000.000
J63 0725-C23-59 09/23/2024 03/23/2025C
1,000,000
1,000,000
1,000,000
WC044-00001-024 01/01/202 01/01/2025D
Docusign Envelope ID: 7BD29372-9C57-444E-BCFB-08BC7A7C8303