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Item C06 C.6 t, BOARD OF COUNTY COMMISSIONERS County of Monroe Mayor Sylvia Murphy,District 5 The Florida Keys � � �l'U � Mayor Pro Tern Danny Kolhage,District 1 �pw° Michelle Coldiron,District 2 Heather Carruthers,District 3 David Rice,District 4 County Commission Meeting June 19, 2019 Agenda Item Number: C.6 Agenda Item Summary #5622 BULK ITEM: Yes DEPARTMENT: Budget and Finance TIME APPROXIMATE: STAFF CONTACT: Christina Brickell (305) 292-4466 N/A AGENDA ITEM WORDING: Approval of the Second Renewal and Amendment 2 to Agreement with Keys Security, Inc. for security services for Duck Key Security District. ITEM BACKGROUND: Our existing contract allows the County an option to renew the contract for two (2) additional one (1)year terms, this being the second and final renewal. The Duck Key Advisory Board met on March 5, 2019 and approved the extension of the Keys Security Contract for one year. PREVIOUS RELEVANT BOCC ACTION: On July 18, 2018, the BOCC authorized execution of the First Renewal Agreement to the existing contract with Keys Security Inc. On June 21, 2017, the BOCC granted approval to award bid and authorized execution of a one(1) year contract between Monroe County and Keys Security Inc. with an option of renewing the contract for two (2) additional one(1) year terms for security patrols and services in the Duck Key Security District. CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval DOCUMENTATION: 2nd Renewal and Amendment 2 1st Renewal & Amendment 06212017 Contract FINANCIAL IMPACT: Effective Date: July 1, 2019 Packet Pg. 241 C.6 Expiration Date: June 30, 2020 Total Dollar Value of Contract: $49,640 -Not to exceed $60,000.00/year for additional security Total Cost to County: Not to exceed $60,000.00/year Current Year Portion: approx. $12,410 Budgeted: Yes Source of Funds: Non Ad Valorem Special Assessments for Duck Key Security District CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No If yes, amount: Grant: County Match: Insurance Required: Additional Details: 07/18/18 152-04501 - DUCK KEY SECURITY SP DIS $60,000.00 REVIEWED BY: Tina Boan Completed 06/03/2019 2:33 PM Christine Limbert Completed 06/03/2019 3:00 PM Maria Slavik Completed 06/03/2019 3:05 PM Kathy Peters Completed 06/03/2019 4:32 PM Board of County Commissioners Pending 06/19/2019 9:00 AM Packet Pg. 242 C.6.a SECOND RENEWAL AND AMENDMENT 2 TO AGREEMENT THIS AGREEMENT, made and entered into this 19th day of June 2019, A.D., by and between MONROE COUNTY, FLORIDA, (hereinafter sometimes called the "County"), and Keys Security Inc. (hereinafter called the "Contractor"). WHEREAS, on June 21st, 2017, the parties entered into a one(1) year agreement for � security patrols and services for the Duck Key Security District, commencing on the 1st day of July, 2017 and ending on the 30th of June, 2018. The County has an option of renewing this contract for two (2) additional one (1)year terms; and 0 WHEREAS, the first renewal agreement expires on June 30th, 2019 and both parties desire to renew the original agreement for one additional year; this being the second and final renewal, and NOW, THEREFORE, IN CONSIDERATION of the mutual promises contained herein, the parties hereby agree to renew the existing agreement as follows: a 1. In accordance with Paragraph 4 of the 2017 agreement, the County hereby exercises its option to renew the agreement for an additional one-year term beginning July 1, 2019 and ending June 30, 2020. 2. In all other respects, the agreement entered June 21, 2017 shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused these presents to be executed in their g a� respective names. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS a ATTEST: KEVIN MADOK, CLERK BY Deputy Clerk Mayor Sylvia Murphy Witnesses for CONTRACTOR KEYS SECURITY INC. 3 as BY Witness 1 cv Title: Witness 2 c� 1 Packet Pg. 243 C00 Kevin Madok, CPA Clerk of the Circuit Court& Com troller— Monroe Count Florida Y1 DATE: October 1, 2018 TO: Christina Brickell Budget Administrator as FROM: Pamela G. Hancock, D.C. SUBJECT: July 18' BOCC Meeting 0 Attached is an electronic copy of C25, First Renewal and Amendment 1 to Agreement with Keys Security, Inc. for security semces for Duck Key Security District, for your handling. ca Should you have any questions,please feel free to contact me at (305) 292-3550. Thank you. a cc: County Attorney Finance File as 06 3 U) Ir- KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plan 305-294-4641 305-289-6027 305-852-7145 305- Packet Pg. 244 C.6.b FIRST RENEWAL AND AMENDMENT 1 TO AGREEMENT THIS AGREEMENT,made and entered into this 18'day of July 2018,A.D., by and between MONROE COUNTY,FLORIDA, (hereinafter sometimes called the "County"), and Keys Security Inc. (hereinafter called the"Contractor"). WHEREAS, on June 21 St, 2017, the parties entered into a one (1)year agreement for security patrols and services for the Duck Key Security District, commencing on the 15t day of July, 2017 and ending on the 30'of June, 2018. The County has an option of renewing this contract for two (2) additional one (1)year terms; and WHEREAS,the parties seek to exercise the option for an additional one-year-term; and WHEREAS, due to Hurricane Irma, additional security services were utilized which exceeded the total not to exceed annual amount of-$60,000.00 by $1,336,00 and thus this amendment seeks to amend the contract for a one=time additional amount to allow for payment of this invoice; NOW, THEREFORE,IN CONSIDERATION of the mutual:=;promises contained herein, the parties hereby agree to renew the existing agreement�as:follows: a 1. In accordance with Paragraph 4 of the 2017 agreement,the County hereby exercises its option to renew the agreement for an additional one-year term beginning July 1,2018 and ending June 30,2019. c� 2. Due to security services rendered post Hurricane Irma,the Contractor will be paid a one-time additional amount of$1,336.00 (totally an annual contract amount not to exceed $61,336.00)for services rendered post-storm. 3. In all other respects,the agreement entered June 21, 2017 shall remain in full force and effect. 4. This agreement is retroactive to July 1, 2018. IN WITNESS WHEREOF,the parties have caused these presents to be executed in their respective names. c cO . S WHEREOF,the parties have caused these presents to be executed in their r s es. ' .k W MONROE COUNTY BOARD OF - � COUNTY COMMISSIONERS --r V1N MADOK, CLERK BY Deputy Clerk Mayor Da Rice 1 Packet Pg. 245 e C.6.b Witness s f TRACTOR KEYS SECURITY INrC.__ BY Witness 1 �,4� 4 L�, Title: Witness 2 3 �s MONROE COUNTY ATTORNEY P OV D AS T FORM: CH MSTINE LIMBERT-BARROWS ASSISTANT 0 A ORNEY DATE: O 06 c p r- - V r-' rn _ rn 2 Packet Pg. 246 C.6.b ~ A� CERTIFICATE OF LIABILITY INSURANCE DAT925/2018MIDDfYYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Venture Pacific Insurance Services, Inc. NAME:CONTACT Tracy Mullins 111 Corp E-MAIL Drive Suite 200 PHONE FAX Ladera Ranch, CA 92694 A/C No.Ext: 949-421-3540 Alc No): 949-297-4911 ADDRESS: TMUIIinS v isrisk.com INSURERS AFFORDING COVERAGE NAIC# www.venturepacificinsurance.com Lic#OD10299 INSURERA: INSURED s Security INSURER B: NorGUARD Insurance Company 31470 yy 2& 0 Dolphin Drive INSURERC: Marathon FL 33050 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 44424864 REVISION NUMBER: O THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. O INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICYNUMBER MM/DD/YYYYI (MMIDD/YYYYI LIMITS B �/ COMMERCIAL GENERAL LIABILITY -EOL488360204 2/1/2018 2/1/2019 EACH OCCURRENCE $1,000,000 DAMAGETO RENTED 4) CLAIMS-MADE ✓ OCCUR PREMISES Ea occurrence $100,000 ✓ Errors&Omissions MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $2,000,000 ✓ POLICY JECTPRO ❑LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: N $ AUTOMOBILE LIABILITY A E T COEa ccidentMBINED SINGLE LIMIT S i a ANY AUTO BY BODILY INJURY(Per person) $ -19 OWNED SCHEDULED c AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ af{ HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY WAIVER W YES— Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB HCLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION KEWC999401 9/10/2018 9/10/2019 �/ SPER TATUTE ORH AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 06 OFFICER/MEMBER EXCLUDED? NIA — (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 8) DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate holder is included as additional insured as per written contract per the attached policy forms. O CERTIFICATE HOLDER CANCELLATION Monroe Count Board of Count Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Y Y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1100 Simonton Street ACCORDANCE WITH THE POLICY PROVISIONS. Key West FL 33040 AUTHORIZED REPRESENTATIVE � /J James Barton, ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 44424864 1 KEYSS-1 118-19 GL WC HLKT Al I Tracy Mullins 19/25/2018 12:20:40 PM (PDT) I Page 1 of 3 Packet Pg. 247 C.6.b Additional Insured = Automatic - OWners, Lessees Or Contractors URIC Poli No: Eff.Date of Pol. Exp.Date of Pol. I Eff.Date of End, Producer-No. Addl Prem Retum Prem. cN OL488360204 2/1/2018 2/1/2019 62294000 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Address (including ZIP Code): 0 Kegs Security 2860 Dolphin Drive Marathon FL 33050 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part as A. Section"II—Who.Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organization is an additional insured only with respect to liability for"bodily injury", "property damage"or"personal and advertising injury"caused, in cn whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on-your behalf, in the performance.of your ongoing operations or"your work" as included in the"products-completed operations hazard",which is the subject of the written contract or written agreement. a However,the insurance afforded to such add it onal insured: 1. Only applies to the extent permitted bylaw; and E 2. Will not be broader than that which you are required by the written contractor written agreement 06 to provide for such additional insured. B. With respect to the insurance afforded to these.additional insureds, the following additional exclusion applies: This insurance does not apply to: "Bodily injury", "property.damage"or"personal and advertising injury"arising out of the rendering of, or fail"ure to render, any professional architectural, engineering or surveying services including; a a. The preparing, ,approving or failing to prepare or approve maps, shop -drawings, opinions- reports, surveys,field'orders, change orders or drawings and specifications; or b.,Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the;claims against any insured allege negligence or other wrongdoing in the supervision; hiring, employment, training or monitoring of others-by that insured, if the "occurrence"which caused the"bodily injury"or"property damage", or the offense which caused-the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. U-GUI 1767F M(04/13) Includes copyrighted material of Insurance services Office,Inc.;with its permission. Page 1 of 2, f I 44424364 KEYSS-1 18-19 CL WC DLKT AI Tracy Mullins 1 9/25/2018 12:20:40 PM (PDT) I Page 2 of 3 Packet Pg. 248 C.6.b Y C. The following is added to Paragraph 2.Duties In The Event Of Occurrence,,Offense, Claim Or Suit of Section IV—Commercial General Liability Conditions; The additional insured must see to it that: 1. We are notified as soon as practicable of an "occurrence"or offense that may result in a claim; 2. We receive written notice of a claim or"suit"as soon as practicable; and 3. A request for defense and indemnity of the claim or"suit"will promptly be brought against any .policy issued by another insurer under which the additional insured may be an insured in any capacity.This provision does not apply to insurance on which the additional,insured is a.Named a Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. For the purposes of the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition'of Section IV—Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a.The additional insured is a Named Insured under such other insurance; and b.You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV—Commercial`General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent.or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another-policy providing coverage for the same"occurrence", offense, claim a or"suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such .other policy and"where our`policy is required by a written contract or written agreement to provide coverage to the additional:insured on a primary and non-contributory basis: E. This endorsement does not apply to an additional insured which has been added.to this policy by an 06 endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F.With respect to the insurance afforded to the additional insureds under this-endorsement,the following a is'added to Section III—Limits Of Insurance: U) The most we will pay on behalf of the additional insured_is the,amount of insurance: Ir- 4i 1. Required by the written contract or written agreement referenced in Paragraph A. of this a endorsement; or 1 Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement.shall not increase the Applicable Limits-of Insurance shown in the Declarations. All other terms and conditions of this,policy remain unchanged. U-61-=1175-17 CW(04113) Page 2 of 2 Includes copyrighted material of Insurance Services Office,Inc;,with its permission. 44424864 KEYSS-1 1 18-19 GL WC BLYT AI I Tracy Mullins 1 9/25/2018 12:20:40 PM (PDT) I Page 3 of 3 Packet Pg. 249 C.6.c CONTRACT THIS AGREEMENT, made and entered into this 21 St day of June 2017, A.D.,by and between MONROE COUNTY, FLORIDA, (hereinafter sometimes called the "County"), and Keys Security Inc. (hereinafter called the "Contractor"). WHEREAS, The Duck Key Security Advisory Council is desirous of having a contractor for security patrols and services in the security district; and WHEREAS, The Monroe County Board of County Commissioners as the governing body of County is authorized to enter into contracts on the Advisory Board's behalf, and NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein,the parties agree as follows: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follow: �s 1. THE CONTRACT The contract between the County and the Contractor, of which this agreement is a part, consists of the contract documents, which are as follows: This agreement and any amendments executed by the parties hereafter,together with all required insurance documentation,the response to Request for Bid(RFB), and the RFB, including but not limited to,the general terms, and conditions in Section 2. In the event of a discrepancy between the documents,those most favorable to the County shall prevail. 2. SCOPE OF THE WORK The contractor shall provide Security and Patrols service as described in Attachment A in the Duck Key Security District for the County. Additional security services shall be provided by the contractor which may from time to time be requested by the Duck Key Security District Advisory Board. Any such additional security services shall be billed at the normal hourly rate specified in paragraph 3.A. The District Board will document the authorization for additional hours in writing and said documentation shall be submitted by Contractor with the relevant invoices. The contractor N warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these contract documents. The provider shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. Contractor shall provide services using the following standards as a minimum requirement: A. Staffing The Contractor shall maintain adequate staffing levels to provide the services required. The Contractor shall provide at its own expense all necessary personnel to provide the services under this contract. The personnel shall not be employees of, or have any contractual relationship, with the County or the Duck Key Security District. All personnel 1 Packet Pg. 250 C.6.c engaged in performing services under this contract shall be fully qualified, and authorized or permitted under State and local law to perform such services. B. Contractor's Records 1) The contractor shall maintain financial records in accordance with generally accepted accounting principles. An annual financial report audited and certified by a licensed Certified Public Accountant shall be provided to the County Clerk within one hundred twenty(120) days following the close of the Contractor's fiscal year. The certified financial report shall be in such detail as to disclose the revenues, expenses, and disbursements relating to the services provided under this contract.Notes to the Financial statements shall disclose noncompliance with the requirements of this contract concerning OW conflict of interests. 2) The contractor shall also record and maintain statistical data concerning the security patrols and services, and such additional information as may be required by the County. A 00 quarterly report shall be submitted to the County Administrator. 3) The Contractor shall retain all records pertaining to this contract for a period of five (5) years after the termination of this contract. 0 0 4) The County, the Clerk,the State Auditor General, and agents thereof shall have access to Contractor's books, records, and documents required by this contract for the purposes 0 of inspection or audit during normal business hours, at the Contractor's place(s) of business. a 3. PAYMENTS TO THE CONTRACTOR W 0 A. The contract is for$49,640 ($17.00 per hour x 8 hrs. x 365 days per year)based on the number of hours worked at the rate of $17.00 per hour. Contractor shall be compensated for those additional hours required by the District Board and which are within the annual budget of this contract; the total of all payments, including the routine security and the additional hours shall not exceed $60,000.00. Monroe County's performance and obligation to pay under the contract is contingent upon an annual appropriation U by the BOCC. I- 1) The contractor shall submit to the County a monthly invoice for services provided during the preceding month with supporting documentation acceptable to the Clerk. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. 2) The invoice will include a record of employee time worked and will differentiate time worked at the normal rate,time worked at the additional services rate at the request of the advisory board. 3) Upon receipt of the contractor's invoice in the proper form as stipulated above and upon acceptance by the Clerk, Monroe County will make payment in accordance with the Local Government Prompt Payment Act. 2 Packet Pg. 251 C.6.c 4. TERM OF CONTRACT The term of this contract is for one year, commencing on July 1, 2017, at 12:01 A.M. County has the option of renewing this contract for two (2)additional one-year terms. County shall provide Contractor at least thirty (30) days notice of its intent to renew. The Contract amount agreed to herein shall be adjusted annually in accordance with the percentage change in the Consumer Price Index for all urban consumers (CPI-U) for the most recent twelve months available. 5. CONTRACTOR'S ACCEPTANCE OF CONDITIONS N A. The Contractor hereby agrees that he has carefully examined the security district for which he shall provide services and has made investigations to fully satisfy himself that such site(s) is (are) correct and suitable for this work and he assumes full responsibility therefore. The provisions of the Contract shall control any inconsistent provisions contained in the specifications. All specifications have been read and carefully considered by the Contractor, who understands the same and agrees to their sufficiency for the work to be done. Under no circumstances, conditions, or situations shall this Contract be more strongly construed against the Owner than against the Contractor. B. Any ambiguity or uncertainty in the specifications shall be interpreted and construed by the Owner, and his decision shall be final and binding upon all parties. C. The passing, approval, and/or acceptance by the Owner of any of the services furnished by the Contractor shall not operate as a waiver by the Owner of strict compliance with the terms of this Contract, and specifications covering the services. Failure on the part of the Contractor, immediately after Notice to Correct shall entitle the Owner, if it sees fit, to correct the same (s and recover the reasonable cost of such replacement and/or repair from the Contractor, who in any event shall be jointly and severally liable to the Owner for all damage, loss and expense caused to the Owner by reason of the Contractor's breach of this Contract and/or his failure to comply strictly and in all things with this Contract and with the specifications. D. The Contractor agrees that the County Administrator may designate representatives to visit the Contractor's facility(ies)periodically to conduct random open file evaluations during the Contractor's normal business hours. E. The Contractor has, and shall maintain throughout the term of this contract, appropriate licenses and approvals required to conduct its business, and that it will at all times conduct Ir- its business activities in a reputable manner. Proof of such licenses and approvals shall be submitted to the County upon request. 6. HOLD HARMLESS AND INSURANCE Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Lessee shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses (including, without limitation, costs of remediation and costs of additional security measures that the Federal Aviation Administration, the Transportation Security Administration or any other governmental agency requires by reason of, or in connection with a 3 Packet Pg. 252 C.6.c violation of any federal law or regulation, attorneys' fees and costs, court costs, fines and penalties) that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of Lessee or any of its employees, agents, contractors or other invitees on the Airport during the term of this AGREEMENT, (B) the negligence or willful misconduct of Lessee or any of its employees, agents, contractors or other invitees, or (C) Lessee's default in respect of any of the obligations that it undertakes under the terms of this lease, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than CONTRACTOR). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this lease, this section will survive the expiration of the term of this lease or any earlier termination of this lease. The first ten dollars 0 ($10.00) of remuneration is consideration for the indemnification provided above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. This provision shall survive the cancellation or termination of this Agreement. Prior to execution of this agreement,the contractor shall furnish the Owner Certificates of Insurance as required in the Request for Bid. All insurance shall be from companies licensed to do business in the State of Florida and having an A.M. rating of VI or better. The insurance shall be maintained during the term of the contact. Monroe County shall be listed as an additional insured on the General Liability and Vehicle policies. 7. INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement the Contractor is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed so as to find the Contractor or any of his employees, contractors, servants, or agents to be employees of the Board of County Commissioners of Monroe County. 0 �s 8. ASSURANCE AGAINST DISCRIMINATION N Ir- Contractor agrees that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, a effective the date of the court order. Contractor agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis or race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss.1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex: 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42USC ss. 6101-6107) which prohibits discrimination of the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255) as amended,relating to nondiscrimination of the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 4 Packet Pg. 253 C.6.c (PL 91-616), as amended relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9)The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the bases of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any Federal or state statutes which may to the parties to, or the subject matter of, this Agreement. 3 9. ASSIGNMENT The Contractor shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County and Contractor, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board. 10. COMPLIANCE WITH LAW a In providing all services/goods pursuant to this agreement, the Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances,rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the contractor. The contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this contract. 0 �s 11. DISCLOSURE AND CONFLICT OF INTEREST N A. Covenant of No Interest. The Contractor represents that it, its directors,principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this contract, as provided in Sect. 1-212.311, et. seq., Florida Statutes. B. Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding,but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. C. No Solicitation/Payment. The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely 5 Packet Pg. 254 C.6.c for it,to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individuals, or firm, other than a bona fide employee working solely for it, any fee, commission,percentage, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision,the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion,to offset from monies owed, or otherwise recover,the full amount of such fee, commission, percentage, gift, or consideration 12. NO CREDIT N The Contractor shall not pledge the County's credit or make it a guarantor of payment or surety for any contract, debt, obligation,judgment, lien, or any form of indebtedness. The Contractor further a warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. 13.NOTICE REQUIREMENT a Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the W following: FOR COUNTY: Roman Gastesi and Robert Shillinger Monroe County Administrator County Attorney 1100 Simonton Street 11 I 1 12th Street, Suite 408 Key West, FL 33040 Key West, FL 33040 FOR CONTRACTOR: Simon Leird Keys Security Inc. 2860 Dolphin Drive �- Marathon, FL. 33050 Ir- 14. TAXES The County is exempt from payment of Florida State Sales and Use taxes. The Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is the Contractor authorized to use the County's Tax Exemption Number in securing such materials. The Contractor shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 15.NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Contractor in this agreement and the acquisition of any commercial liability insurance coverage, 6 Packet Pg. 255 C.6.c self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 16. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability,workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such function and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. a 17. LEGAL OBLIGATIONS AND RESPONSIBILITIES 0 Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to,nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon 15 the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further,this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. a� 18. TERMINATION A. The County may terminate this contract for cause with seven(7) days notice to the Contractor. Cause shall constitute a breach of the obligations of the Contractor to perform the services enumerated as the Contractor's obligations under this contract. B. Either of the parties hereto may terminate this contract without cause by giving the other party sixty(60) days written notice of its intention to do so. 0 �s 19. GOVERNING LAWS, VENUE N This agreement is governed by the laws of the State of Florida. Venue for any litigation arising under this Agreement must be in Monroe County, Florida. In the event of any litigation,the prevailing party is entitled to attorney's fees and costs. This Agreement is not subject to arbitration. Mediation shall be held according to the rules prescribed by the 16th Judicial Circuit, Monroe County, Florida. 20. NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of either shall have the authority to inform counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have 7 Packet Pg. 256 C.6.c entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 21. ATTESTATIONS Contractor agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug Free Workplace Statement. 22.NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no a member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 0 23. EXECUTION IN COUNTERPARTS a This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 24. ACCESS TO RECORDS a� Pursuant to F.S. 119.0701, Contractor and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: (a) Keep and maintain public records that ordinarily and necessarily would be required by Monroe County in order to perform the service. (b) Provide the public with access to public records on the terms and conditions that Monroe County would provide the records and at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records N disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to Monroe County all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to Monroe County in a format that is compatible with the information technology systems of Monroe County. 8 Packet Pg. 257 C.6.c 25. SECTION HEADINGS Section headings have been inserted in this agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. The remainder of this page has been intentionally left blank. cv 3 �s a a �s cv cv 9 Packet Pg. 258 C.6.c IN WITNESS WHEREOF the parties hereto have executed the Agreement on the day and date first written above in four(4) counterparts, each of which shall, without proof or accounting for the afle�-c°ouiteru ts,be deemed an original contract. BOARD OF COUNTY COMMISSIONERS IYMOK, CLERK OF MONROE COUNTY, FLORIDA 5-7 BY: Deputy Clerk ayor/Chairman 3 (SEAL) CONTRACTOR a Attest: � By: ��� By: - J WITNES Title: Title: , a c� By: WITNESS Title: a MONROE COUNTY ATTORNEY PPRQV,ED AS TO FORM: CHRISTINE M. LIMBERT-BARROWS DaASSISTANT COUNTY ATTORNEY ! T cv It- cv .� 0 CDC")C=ij o 0 Mo Z. rn c7 D ,�+ � fV O 10 Packet Pg. 259 C.6.c ATTACHMENT A 1. Specifications The Contractor must submit to the owner a copy of its Class`B"operating license as defined and required under Florida Statute 493. All security personnel must have a class "D" license as defined and required under Florida Statute 493. Security personnel must be screened for drug usage via a standard pre-employment urine drug test. The Owner and Duck Key Security District reserves the right to require periodic random drug testing of security personnel. An examination of each security person's driving record from every state where he or she has resided is required. A satisfactory driving record is required of all security personnel (not more than three tickets and/or accidents in the past five years and no instances of DUI or DWI). Security personnel are specifically prohibited from carrying weapons of any sort to include but not (n be limited to firearms, batons (nightsticks), stun guns and chemical weapons (i.e. mace,pepper spray). Security personnel do not have arrest or detention authority and must refrain from any action which may jeopardize a"legal"arrest by qualified law enforcement officers. Security vehicles (automobiles required) must be equipped with driver's side spotlight, amber flashing light, distinct logo prominently displayed preferably indicating"Duck Key Security" as allowed under present state licensing parameters, cellular telephone and two-way radio communication equipment allowing immediate communication with the contractor's base station. In no case shall security vehicles be operated at speeds beyond the local posted limits. Security vehicles are specifically prohibited from engaging in pursuit driving and/or high-speed response to emergencies. cv All security personnel will wear uniforms designed to closely resemble a police officer. Reflective, adhesive stickers will be provided by the Contractor for identification of vehicles of residents of the Duck Key Security District. The contractor shall also make guard hours and phone numbers available to residents for: guard, supervisors, and sheriff's office. Contractors will include telephone stickers with appropriate information to be available to all residents in the district. 2. Scope of Services The Contractor will provide on-site security services on the following schedule: Daily 9:00 P.M. to 5:00 A.M. seven (7) days per week unless otherwise agreed to by the parties. 11 Packet Pg. 260 C.6.c A minimum of four(4) drive through circuits of the entire Duck Key Security on the four residential islands will be provided for each eight(8) hour shift. Up to 15 door checks per night only to residents requesting that such door checks be made. Door checks to be requested in writing. Address of door checks to be noted in daily report. Daily patrol reports made in duplicate, one copy will be delivered to a designee of the Duck Key Security Advisory Board and copy to be retained by the Contractor. Security personnel will be expected to report any unusual activity, remove trespassers, quite noisy parties, and direct emergency vehicle and/or traffic and question suspicious activity. Contact with a the Monroe County Sheriff's office will be made anytime situations occur which, in the judgment of security personnel, fall outside these parameters when obvious legal activity has taken place. 0 Excess water usage notifications found at an unoccupied residence will be forwarded directly to the property owner by the contractor. Additional security services may from time to time be requested by the Duck Key Security District Advisory Board. Any such additional security services shall be billed at the normal hourly rate as specified in the contract. The Duck Key Security District reserves the right to contract with other vendors or agencies from time to time for additional security services (i.e. Off-duty Sheriff's Deputies, Marine Patrol Officers or other private security providers). Individual residents of the Duck Key Security District may also contract for additional security services either directly with the contractor or within a vendor of their choice. Security personnel will not enter an unoccupied residence without an accompanying Monroe County Sheriff's Deputy. 0 U Contractor to provide up to eight electronic check-in stations to be placed in mutually agreed V.- locations throughout the four(4) residential islands to be activated each time a circuit is made. Patrol cars to display a sign"Duck Key Security". Patrol cars to carry a first aid kit, "throwable" personal floatation device with suitable length of rope, fire extinguisher and a key for shutting off Aqueduct Authority residential water valve. Either party may cancel the contract upon sixty(60) days written notice. 12 Packet Pg. 261 C.6.c D�6179/2017 /DDIYYYY) A`�V CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Venture Pacific insurance Services, Inc. NAME:CONTACT Tracy Mullins 111 Corporate Drive Suite 200 PHONE FAX Ladera Ranch, CA 92694 A/c No Ext: 949-421-3540 AIc No): 949-297-4911 E-MAIL ADDRESS: TMUIIInS v isrisk.com INSURER(S)AFFORDING COVERAGE NAIC# www.venturepacificinsurance.com Lic#OD10299 INSURERA: Zurich American Insurance Company 27855 INSURED INSURER B: Steadfast Insurance Company 26387 Keys Security 2860 Dolphin Drive INSURERC: Marathon FL 33050 INSURER D: INSURER E: ENSURER F: COVERAGES CERTIFICATE NUMBE : 36421572 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS O CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, f.3 EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DD/YYYY MM/DD/YYYY B `/ COMMERCIAL GENERAL LIABILITY EOL488360203 2/1/2017 2/1/2018 EACH OCCURRENCE $ 1,000,00( DAMAGE TO RENTED CLAIMS-MADE OCCUR j PREMISES Ea occurrence $ 100,00( ✓ Errors&Omissions MED EXP(Any one person) $ 5,00( PERSONAL&ADV INJURY $ 1,000,001 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,00( ✓ POLICY PE(° LOC PRODUCTS-COMP/OP AGG $ 2,000,00( OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident (/) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ r—I4� DED RETENTION$ $ PER H A WORKERS COMPENSATION WC969822602 9/10/2016 9/10/2017 STATUTE AND EMPLOYERS'LIABILITY ✓ ER ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ 1,000,001 OFFICER/MEMBEREXCLUDED? N/A @�- (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,001 If yes,describe under CD DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,001 14 Cd CD DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Certificate holder is included as additional insured as per written contract per the attached policy forms. BAY PR ED AGEMEt,N�T�� L kN > WAN R N A E CERTIFICATE HOLDER CANCELLATION Monroe Count Board of Count Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 8900 N. Kendall Dr. ACCORDANCE WITH THE POLICY PROVISIONS. Miami FL 33176 AUTHORIZED REPRESENTATIVE _ James Barton ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 36421572 1 KEYSS-1 1 17-18 GL WC BLKT AI I Tracy Mullins 16/29/2017 9:25:55 AM (PDT) I Page 1 of 3 Packet Pg. 262 C.6.c Additional Insured - Automatic - Owners, 0 Lessees Or Contractors ZURICH Policy No. Eff.Date of Pol. Exp.Date of Pol. Eff.Date of End. Producer No. AddT Prem Return Prem. OL488360203 2/1/2017 2/1/2018 62294000 cv THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Address (including ZIP Code): Kegs Security 2860 Dolphin Drive Marathon FL 33050 g, a This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part (n U) A. Section II—Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organization is an additional insured only with respect to liability for"bodily injury", "property damage" or"personal and advertising injury"caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations or"your work"as included in the "products-completed operations hazard",which is the subject of the written contract or written agreement. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: v This insurance does not apply to: "Bodily injury", "property damage"or"personal and advertising injury"arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: a. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence"which caused the "bodily injury" or"property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. U-GL-1175-F CW(04113) Page 1 of 2 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 36421572 KEYSS-1 117-18 GL WC BLKT AI I Tracy Mullins 16/29/2017 9:25:55 AM (PDT) I Page 2 of 3 Packet Pg. 263 C.6.c C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV—Commercial General Liability Conditions: The additional insured must see to it that: 1. We are notified as soon as practicable of an 'occurrence"or offense that may result in a claim; 2. We receive written notice of a claim or"suit'as soon as practicable; and 3. A request for defense and indemnity of the claim or"suit'will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. For the purposes of the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV—Commercial General E Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV—Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same occurrence", offense, claim or"suit'. This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. E. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. Ir- F. With respect to the insurance afforded to the additional insureds under this endorsement, the following `14 is added to Section III—Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the written contract or written agreement referenced in Paragraph A. of this c, endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions of this policy remain unchanged. U-GL-1175-F CW(04/13) Page 2 of 2 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 36421572 KEYSS-1 117-18 GL WC BLKT AI I Tracy Mullins 16/29/2017 9:25:55 AM (PDT) I Page 3 of 3 Packet Pg. 264