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Access Control Doors at (3) PDOkeechobee Police Department Project Location Okeechobee Police Department 50 Southeast 2nd Avenue Okeechobee, FL 34974 Additional Access Control Doors (3) Proposal No.: 118038.0 PM Approved Prepared For Justin Bernst Lieutenant Security101 1450 Centrepark Boulevard Suite 210 West Palm Beach, FL 33401 FL — Low Voltage: EG13000307 The data contained in all pages of this proposal has been submitted in confidence and contains trade secrets and/or privileged or confidential commercial or financial information. Such data shall be used or disclosed only for evaluation purposes, provided that if a contract is awarded to this proposer as a result of or in connection with the submission of this proposal, the Customer shall have the right to use or disclose the data herein to the extent provided in the contract. This restriction does not limit the customer's right to use or disclose data obtained without restriction from any source, including the proposer. Security101 Monday, August 19, 2019 Justin Bernst Okeechobee Police Department 50 Southeast 2nd Avenue Okeechobee, FL 34974 Security 101 - WPB 1450 Centrepark Boulevard Suite 210 Phone: 888-909-4101 Fax: 954-984-4284 Website: www.Security101.com Re: Additional Access Control Doors (3) Dear Justin Bernst: Thank you for allowing Security 101 the opportunity to present this proposal for your consideration. This proposal is based on our discussions, meetings, site surveys, and bid documents created by your organization. Our company is uniquely qualified to provide the installation and service required for the above referenced security system. Security 101 has an established track record of installing and maintaining similar systems as well as meeting strict time schedules and budget requirements. Our engineering and project management staff have worked together with me to create this proposal. This team will be prepared to deliver your installation in an organized and professional manner. Our installation crews and service technicians will be uniformed, trained, and in company stocked vehicles. In addition, upon completion of the installation, our service department staff will be ready to provide you with same day service utilizing our unique computerized dispatch system. Finally, although most of the work to be done will be executed by other team members, I will be committed to monitoring the process and making sure that your system meets or exceeds your expectations. Andre Bachmann abachmann@security101.com Cell Phone: 954-234-8119 Security101 General System Description Proposal #118038.0 Additional Access Control Doors (3) Security 101 to furnish and install (3) new Access Control Doors at the Police Department on the existing Honeywell ProWatch System. The installation is to include Door Closer (3), Door Strikes (3), Door Contacts (3), and Card Readers (3), Passive Infrared Sensors (3), Storeroom Function Levers (3), Heavy Duty Door Step -On Holder (1), Cipher Lock Blank Plate (1). Also included are new Enclosure (1), Dual Reader Board (1), Power Supply (1), and Batteries (2). The new installation is designed to use (1) open reader port on the existing system. Custom scheduling of doors unlocked during business hours is available during the time of programming. Any Remote Door Release (wired or wireless) buttons can be installed at an additional charge. Page 1 of 11 Security101 Access Control Scope of Work Proposal #118038.0 Additional Access Control Doors (3) Computer Stations 01. Access Control Desk Access Control 1 Existing or Customer Supplied Software Computer #1 1 Existing or Customer Supplied Reader Licenses 9 Existing or Customer Supplied Panel Locations 01. IT Room FURNISH AND INSTALL NEW ENCLOSURE WITH POWER SUPPLY AND BATTERY FOR ADDITIONAL TWO DOOR READER BOARD, POWER SUPPLY, AND BATTERIES. Backboard 1 Existing or Customer Supplied Batteries 2 12V TAMP BATTERY (ULTRATECH part number 1270) Cabinet / Enclosure 1 PW -Series Remote Enclosure includes plug-in 110V Transformer, Power Supply and Battery (HIS (Honeywell Integrated Security) part number PW5K1ENC3) Control Panel 1 Existing or Customer Supplied Power Supply - 1 6AMP 12/24VDC P5 W/ACM8 8 OTPT (ALTRONIX CORP. part number AL6000LACM) Locks Reader Board Type 1 PW -Series Dual Reader Module Includes 2 inputs/2 outputs per reader board (HIS (Honeywell #1 Integrated Security) part number PW6K1R2) Access Controlled Doors 01. IT Room Door FURNISH AND INSTALL NEW ACCESS CONTROL DOOR TO INCLUDE CARD READER, PIR REX, DOOR CONTACT, DOOR STRIKE, DOOR CLOSER, STOREROOM FUNCTION LEVER, WRAP AROUND PLATE AND COMPOSITE CABLE. Card Reader In 1 RDR, RP40, MULTICLASS, SE E, LF STD, HF STD/SIO/SEOS, WIEG, PIG, BLK, STD -1, LED RED, FLSH GRN, BZR ON, CSN 32-BIT MSB, IPM OFF (Genetec part number 92OPTNNEK00000) Door Contact 1 3/4'STL DR RECSD TRMNL CNCT BR (INTERLOGIX-SENTROL US part number 1078CT-M) Exit Device - PIR 1 IS310 White Request to Exit Sensors (HIS (Honeywell Integrated Security) part number 0-000- 361-01) Other 1 Sub -Contractor Charges: Furnish and install Door Strike,Door Closer, Storeroom Function Lever, Remove Cipher Lock and install wrap Around Plate provided by Security 101 Locksmith Other 1 Expenses: Misc materials provided by Security 101 Page 2 of 11 Security101 02. Armory Door Scope of Work (cont.) Proposal #118038.0 Additional Access Control Doors (3) FURNISH AND INSTALL NEW ACCESS CONTROL DOOR TO INCLUDE CARD READER, PIR REX, DOOR CONTACT, DOOR STRIKE, DOOR CLOSER, STOREROOM FUNCTION LEVER AND COMPOSITE CABLE. Card Reader In 1 RDR, RP40, MULTICLASS, SE E, LF STD, HF STD/SIO/SEOS, WIEG, PIG, BLK, STD -1, LED RED, FLSH GRN, BZR ON, CSN 32-BIT MSB, IPM OFF (Genetec part number 92OPTNNEK00000) Door Contact 1 3/4'STL DR RECSD TRMNL CNCT BR (INTERLOGIX-SENTROL US part number 1078CT-M) Exit Device - PIR 1 IS310 White Request to Exit Sensors (HIS (Honeywell Integrated Security) part number 0-000- 361-01) Other 1 Sub -Contractor Charges: Furnish and install, Door Strike, Door Closer and Storeroom Function Lever provided by Security 101 Locksmith Other 1 Expenses: Misc materials provided by Security 101 03. Intox Room FURNISH AND INSTALL NEW ACCESS CONTROL DOOR TO INCLUDE CARD READER, PIR REX, DOOR CONTACT, DOOR STRIKE, DOOR CLOSER, STOREROOM FUNCTION LEVER, HEAVY DUTY STEP -ON DOOR HOLDER AND COMPOSITE CABLE. Card Reader In 1 RDR, RP40, MULTICLASS, SE E, LF STD, HF STD/SIO/SEOS, WIEG, PIG, BLK, STD -1, LED RED, FLSH GRN, BZR ON, CSN 32-BIT MSB, IPM OFF (Genetec part number 92OPTNNEK00000) Door Contact 1 3/4'STL DR RECSD TRMNL CNCT BR (INTERLOGIX-SENTROL US part number 1078CT-M) Exit Device - PIR 1 15310 White Request to Exit Sensors (HIS (Honeywell Integrated Security) part number 0-000- 361-01) Other 1 Sub -Contractor Charges: Furnish and install Door Strike, Door Closer, Storeroom Function Lever and HD Step -On Door Holder.. provided by Security 101 Locksmith Other 1 Expenses: Misc materials provided by Security 101 Page 3 of 11 Security ._101 Equipment List Proposal #118038.0 Additional Access Control Doors (3) Part Description Qty.(Manufacturer— Part Number) Unit Extended Price Price 1 6AMP 12/24VDC PS W/ACM8 8 OTPT (ALTRONIX CORP. — AL600OLACM) 3 RDR, RP40, MULTICLASS, SE E, LF STD, HF STD/SIO/SEOS, WIEG, PIG, BLK, STD -1, LED RED, $202.02 $606.06 FLSH GRN, BZR ON, CSN 32-BIT MSB, IPM OFF (Genetec — 920PTNNEK00000) 3 IS310 White Request to Exit Sensors (HIS (Honeywell Integrated Security) — 0-000-361-01) 1 PW -Series Remote Enclosure includes plug-in 110V Transformer, Power Supply and Battery $301.20 $301.20 (HIS (Honeywell Integrated Security) — PW5K1ENC3) 1 PW -Series Dual Reader Module Includes 2 inputs/2 outputs per reader board $636.10 $636.10 $293.98 $293.98 $66.15 $198.45 (HIS (Honeywell Integrated Security) — PW6K1R2) 3 3/4'STL DR RECSD TRMNL CNCT BR (INTERLOGIX-SENTROL US — 7078CT-M) 2 12V 7AMP BATTERY (ULTRATECH — 1270) $7.77 $23.31 $15.38 $30.76 $2,089.86 Page 4 of 11 Security101 Clarifications Proposal #118038.0 Additional Access Control Doors (3) *All Composite Cabling and installation for the Police Department are included in this proposal. * Network Switch and IP Address not included and provided by others. * Database entry and credentials are not included in this proposal. * This proposal does not include repair of door, door frames, etc. Doors need to be in good working order. Minor door repair can be priced upon request if needed. * Permit, City, Application Fees from building the department to be provided for reimbursement at face value, if necessary. * CAD drawings as needed for permitting as required to be provided by the client and are not included in this proposal. Signed & sealed drawings will be charged as change orders if required. Page 5 of 11 Security Bill to: Okeechobee Police Department 50 Southeast 2nd Avenue Okeechobee, FL 34974 Financial Summary Proposal #118038.0 Additional Access Control Doors (3) L Ship to: Attn: Justin Bernst Okeechobee Police Department 50 Southeast 2nd Avenue Okeechobee, FL 34974 Access Control INSTALLATION EQUIPMENT MATERIALS WARRANTY SHIPPING SUBCONTRACTORS TOTAL INVESTMENT $3,280.00 $2,089.86 $1,036.50 $149.31 $44.00 $2,300.00 $8,899.67 GRAND TOTALS INSTALLATION EQUIPMENT MATERIALS WARRANTY SHIPPING SUBCONTRACTORS TOTAL INVESTMENT TAX TOTAL INVESTMENT WITH TAX $3,280.00 $2,089.86 $1,036.50 $149.31 $44.00 $2,300.00 $8,899.67 $0.00 $8,899.67 Page 6 of 11 Secu rity101 Acceptance Proposal #118038.0 Additional Access Control Doors (3) For the amount of $8,899.67 (plus tax of $0.00) This proposal dated Monday, August 19, 2019 is valid until Saturday, October 19, 2019 The person or persons below represent that they are authorized to sign and execute this binding agreement. This acceptance indicates understanding of the complete proposal, including clarifications, design, programming, drawings, ownership and software licenses and the Warranty Service Plan, if included as a part of this proposal. This system proposal is intended to provide the customer partial protection of the designated premises. Its design should be understood to represent a compromise between the costs, understood scope of work and customer feedback. Accordingly, such a system may not provide ample protection from all possible threats, and Security 101 shall not be responsible in such an event. Payment Terms Net 30 Under no circumstances may the customer make payments directly to any subcontractor, material supplier, laborer or any other person performing work or furnishing material under the Agreement without the prior written consent of Security 101. Security 101 may assign this Agreement to any other person, firm or corporation without notice to or approval by the customer and may subcontract any activities which may be performed under this Agreement, either voluntarily or by operation of law, without the consent of the customer. Licenses FL — Low Voltage: EG13000307 Okeechobee Police Department 1 Securi 101 - WPB Auth6rized Customer Signature Dowling R. Watford, Jr. Printed Name Mayor (date) Authorized Security 10 • nature Title Purchase Order Number ATT T: Lane Gamiotea, C C, City Clerk REVIEWED FOR LEG SUFFICIENCY: John R. Cook, City Attorney (date) Printed Name Cin\ t LC Title Page 7 of 11 Security101 1. Limited Warranty: Exclusions and Disclaimers Terms & Conditions Proposal #118038.0 Additional Access Control Doors (3) A. To the extent not otherwise warranted pursuant to an applicable manufacturer's warranty, Security 101 warrants all equipment and installation labor rendered as part of the Work against defects in materials and labor, not inherent in the quality required or permitted by the Agreement, for a period of twelve (12) months (the "Warranty Period") from the date of substantial completion of the installation of the Work. Security 101 's warranty specifically excludes remedy for damage or defect to expendable supplies, equipment or parts or any portions of the Work caused by misuse, abuse, modifications not executed by Security 101, improper or insufficient maintenance, improper operation, Acts of God, alteration, modification, manipulation, tampering or vandalism by any other party, or normal wear and tear and normal usage. Any and all warranty claims must be made by written notice to Security 101 within the Warranty Period and any defect claimed will be repaired or replaced at the sole option of Security 101. Any shipping charges in connection with a repair or replacement shall be the responsibility of Customer. Notwithstanding anything contained herein to the contrary, Security 101's sole liability for any warranty claims hereunder shall be limited to the repair or replacement of the Work or any portion thereof. B. THE WARRANTY DESCRIBED IN SUBSECTION 1A ABOVE IS THE ONLY WARRANTY COVERING THE INSTALLATION LABOR, MATERIALS AND EQUIPMENT OR ANY OTHER PORTION OF THE WORK AND IS GIVEN IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR COMMON LAW, AND ALL SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND HABITABILITY ARE HEREBY EXCLUDED AND SPECIFICALLY DISCLAIMED. C. Except to the extent otherwise provided in Subsection 2A below, in no event shall Security 101 be liable to Customer or any third party for actual, special, incidental, consequential, exemplary, punitive damages or any other type of damages or for lost profits, lost sales, injury to person or property or any other cause as a result of defect in the installation labor, equipment, materials or other supplies with respect to any item furnished under the Agreement, the malfunction or non-function of any system, wrongful performance of or failure to perform any acts included in the Work, transportation delays, breach of warranty or any criminal or other activities by third parties resulting there from. D. Customer acknowledges that no warranty, representation, or statement by any representative of Security 101 not expressly stated herein shall be binding. The Agreement and the document or documents attached hereto or to which this writing is a part, shall constitute the final expression of the parties' agreement and is a complete and exclusive statement of the terms of the Agreement. 2. Limitation of Liability A. To the extent of Security 101 's insurance coverage and subject to the limitations contained in Subsections 2B and 2C below, Security 101 agrees to indemnify, defend and hold harmless Customer for, from and against all claims, damages, losses, costs or injury to persons or property occurring during the installation of the Work under the Agreement, except to the extent caused by the gross negligence or willful! misconduct of Security 101, its subcontractors or anyone employed by either of them. Customer and Security 101 agree that the indemnification given herein shall be limited to the amount specified in Subsection 2C, which amount is stipulated by the parties to bear a reasonable commercial relationship to this Agreement and is hereby incorporated into the specifications for the Work. B. The parties acknowledge and agree that (a) the Work is intended to constitute or be a part of a security system designed to reduce risk of loss for the Customer; (b) Customer has selected, accepted and approved the Scope of the Work after considering and balancing the levels of protection afforded by various types of systems and services available to it and the related costs of them; (c) neither Security 101 nor any person engaged by Security 101 to perform any portion of the Work shall be construed to be an insurer of the person or property of Customer, its employees, agents, contractors, assigns, customers, invitees or any other person at the location(s) where the Work is performed (the "Locations"); (d) the Price and Payment Terms are based solely on the cost and value of Security 101 providing the Work and are unrelated to the value of property of Customer or others located at the Locations; (e) the Price and Payment Terms do not contemplate any payment being made or consideration being given to Security 101 for any guarantee, warranty or insuring agreement by any one or more of them to Customer with respect to the person or property of anyone; and (f) Security 101 MAKES NO GUARANTEE OR WARRANTY OF ANY KIND THAT THE WORK (INCLUDING ANY MATERIALS AND EQUIPMENT SUPPLIED AS PART OF THE WORK) WILL AVERT OR PREVENT OCCURRENCES, CRIMINAL EVENTS, VANDALISM OR CONSEQUENCES THEREFROM WHICH THE WORK IS DESIGNED TO DETECT OR AVERT. CONSEQUENTLY, THE PARTIES ACKNOWLEDGE AND AGREE THAT SECURITY 101 IS NOT AN INSURER AND CUSTOMER WILL OBTAIN FROM ITS OWN INSURER ANY INSURANCE THAT IT DESIRES TO PROTECT ITS PROPERTY OR PERSONS FROM ANY SUCH EVENTS OR OCCURRENCES. CUSTOMER HEREBY WAIVES ALL SUBROGATION AND OTHER RIGHTS OR RECOVERY AGAINST SECURITY 101 THAT ANY INSURER OR OTHER PERSON MAY HAVE AS A RESULT OF PAYING ANY CLAIM OR LOSS OR INJURY TO ANY OTHER PERSON. C. Notwithstanding the limited warranty and the limitation on liability provisions contained herein, in the event Security 101 is found liable for personal injury or property loss or damage caused by a failure to perform by Security 101 or the failure of any materials or equipment in any respect whatsoever or a court of competent jurisdiction determines the limitations on warranty or liability are inapplicable, then Customer agrees that the aggregate maximum liability of Security 101 under or with respect to the Agreement, the Work performed hereunder and any warranty provided for herein, shall be limited to a sum equal to the to the total Price paid by Customer under the Agreement, and this liability shall be exclusive, and the provisions of this Subsection shall apply if loss or damage, irrespective of cause or origin, results directly or indirectly to persons or property, from performance or nonperformance of the Work, from breach of warranty, or from gross negligence or willful misconduct, active or otherwise of Security 101. Page 8 of 11 Security101 3. Indemnification Terms & Conditions (cont.) Proposal #118038.0 Additional Access Control Doors (3) A. Customer acknowledges and agrees that Security 101 is not an insurance company and does not insure against loss, but rather Security 101 provides security products and services. Accordingly, Customer agrees to indemnify Security 101 and hold Security 101 harmless from any and all claims by third parties related to the above services and/or products, other than claims arising from the gross negligence or willful, intentional misconduct of Security 101. In agreeing to indemnify Security 101, Customer agrees to indemnify Security 101 against all claims from third parties related to the above services and/or products including but not limited to subrogation claims, damages claims, and reasonable attorneys fees and costs claims. 4. Design Development, Programming, Drawings, Ownership, and Software License(s) A. Design Development. Customer and Security 101 have together developed or will develop the design and specifications for the Work. When Customer has accepted or approved the design and specifications, the sole and final responsibility for the design and specifications shall be Customer's. Security 101 shall have no liability to Customer for any loss or damage claimed against or incurred by Customer or any employee, agent, licensee or invitee of Customer because of any defect or alleged defect in the design or specifications or the failure of the equipment or the Work to perform as desired or anticipated by Customer. B. Programming. Security system programming is an essential element of the systems operation and performance. Customer acknowledges and agrees that security system programming is an ever-changing process, and in significant part subject to Customer's day-to-day and other business operations and parameters and the changes or modifications to them. To the extent required by the design and specifications of the Work, Security 101 shall: CO Load a configuration program that will allow Customer's security system to perform basic access control operation, door timers, lock timers, and basic alarm functions; and (ii) Provide a total number of hours of personnel training regarding Customer's security system as specified in the Agreement if a number of hours is not specified, the total number of hours of training shall not exceed twelve (12). Personnel training may include training of operators, administrators, or other personnel designated by Customer. Training subjects shall be dictated by Work specifications but may include password configuration, door identification, timers, alarms and reports. Additional training, programming or related consulting services provided by Security 101 at Customer's request shall be provided at an above contract cost. C. Drawings. (i) To the extent required by the design and specifications of the Work, Security 101 shall provide reasonable descriptions of the functional operation of the system(s) being provided by the Work. (ii) Unless otherwise stated in schedule of work, Security 101 may provide, at Customer's request and at an above contract cost, detail drawings utilizing industry standard electronic floor plans. D. Ownership. Prior to completion of the Work any drawings, specifications and equipment lists developed in connection with the design for the Work shall remain the property of Security 101 whether the Work for which they were made is executed or not. Drawings, specifications and equipment lists shall be returned to Security 101 on demand at any time prior to substantial completion of the Work. Prior to substantial completion of the Work, any drawings, specifications and equipment lists: (a) shall be considered confidential information and trade secrets of Security 101 unless they constitute information which is exempted or excluded by law from confidential and trade secret status; (b) shall not be used by Customer on other projects or extensions of a project included within the Work, or to obtain other bids, except by agreement in writing and with appropriate compensation to Security 101; and (c) are not to be reproduced in whole or in part without prior written consent of Security 101. Upon substantial completion of the Work and final payment in full by Customer, ownership of drawings, specifications and equipment lists shall become Customer's property. E. Software License(s). Software required to operate systems are governed by the License Agreement provided by the system manufacturer(s). Access Control Terms & Conditions A. All Door(s) and associated door hardware are not included, unless specifically identified in the scope of work and/or equipment list. B. Coring of new or existing doors required for electrified locking hardware is not included, unless specifically identified in the scope of work. C. Modification of any new or existing fire doors is not included. Additional charges may apply if SECURITY 101 is requested to perform such work. Page 9 of 11 Security101 Terms & Conditions (cont.) Proposal #118038.0 Additional Access Control Doors (3) D. Proper door alignment and mechanical operation is the responsibility of others. E. Programming and configuration of your microprocessor and/or CPU is included, excluding loading the database. It shall be the responsibility of the Customer to load the data base which involves defining access levels, time zones, personnel data, programming maps, defining alarm messages and instructions, along with the input of any user defined data. Individual cardholder input and definition is also excluded. F. Access control cards are not included, unless specifically identified in the scope of work and/or equipment list. G. Access control system computer UPS is not included unless specifically identified in the scope of work and/or equipment list. H. FIRE ALARM RELEASE — It is the responsibility of the customer and the fire alarm service provider for this site. Any permits required in accordance with the fire alarm system or release shall be obtained by the fire alarm service provider. Additional Terms & Conditions 1. General A. Customer to make available adequate mounting space for all head end devices. Mounting space requirements will be provided to Client upon award. B. Any High voltage (greater than 48 VAC) requirements are not quoted, unless specifically identified in the scope of work and/or the equipment list. C. This installation will be done with plenum -rated wire where required for low voltage work installed in free air, above ceilings and in partition walls. This installation does not include costs for asbestos abatement related work. D.) Conduit is not included, unless specifically identified in the scope of work and/or the equipment list. 2. Installation A. All required installation documents are included. B. Installation of all required equipment and materials with on-site supervision of project is included. C. Labor quoted assumes normal eight (8) hour working days, excluding weekends, holidays and overtime. D. Idle time incurred by Security 101 employees and their subcontractors due to escorts, clearances, inability to enter workspace, and other factors beyond our control or caused by Customer or Customer's designee's will be invoiced at our current labor rates. E. This proposal includes travel to and from the site to perform our stated scope of work. Additional or duplicate site visits required due to factors beyond our control, will be invoiced at our current labor rates. F. Client to coordinate with local Security 101 staff to provide safe and timely right -of -passage in the work area during cable run and system installation. G. Client to provide and coordinate 110 VAC electrical service where needed. H. All LAN/WAN connections, addressing and network functionality are the responsibility of the Client. I. Any telephone lines or LAN/WAN connections must be installed and operational prior to Security 101 commencing work. The local Security 101 representative will verify the availability and functionality of all connections prior to starting work. 3. Changes in Scope of Work A. Any changes in the understood scope of work will be communicated and approved in writing (by an authorized Client representative), prior to commencing work. 4. Permits/Bonding A. Unless otherwise stated in the schedule of work herein, all costs for or associated with Permits, Bonds, and other requirements by any government agency are the responsibility of the customer. Customer shall immediately reimburse and/or pay said costs upon written request or Page 10 of 11 Secu rity101 Terms & Conditions (cont.) Proposal #118038.0 Additional Access Control Doors (3) invoice from Security 101. 5. Sealed Engineered Drawings A. Sealed Engineered Drawings are not included, unless specifically identified in the scope of work, clarifications and/or equipment list. B. Customer is responsible to provide the unbound .DWG (AutoCAD) electronic files as required. 6. Miscellaneous A. The bold headings and numbered paragraphs are for convenience only, have no legal significance, and shall not be deemed to alter or effect any provision of this Agreement. B. Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected. C. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by causes beyond that party's reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers, or party to substantially meet its performance obligations under this Agreement, provided that, as a condition to the claim of non -liability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused. D. In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this agreement, but this agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable. E. In the event of a dispute arising under this Agreement, the parties expressly agree that this Agreement shall be deemed to have been made and shall be construed and enforced in accordance with the laws of the State of Florida, and hereby submit to the exclusive jurisdiction of the state or federal courts sitting in Broward County, Florida. Page 11 of 11