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1st Amendment 06/16/2021 PH(LIPS HEALTHCARE 222 Jacobs Street,31 Floor Cambridge,MA 02141 PHILIPS Tel:(800)934-7372 Fax:(800)947-3299 AMENDMENT BETWEEN PRILIEPS HEALTHCARE A DIVISION OF PRILIEPS NORTH AMERICA LLC ("Philips") and Monroe County Fire Rescue("Customer") DATED: May 22,2021 The following provisions of Philips' Quotation No.2301168640 dated April 19,2021 are hereby amended as follows: QUOTE Delete the following language in its entirety from page I of the quote: Payment Terms: Within 30 days due net and insert in its place: Payment terms shall be in accordance with the Florida Local Government Prompt Payment Act,Florida Statutes Chapter 218.Phillips shall submit to Customer invoices with supporting documentation acceptable to the Monroe County Clerk Of Court, Acceptability to the Clerk is based on generally accepted accounting principles and such law,rates and regulations as may tngovern,the Clerk's disbursal of funds. PIULIPS STANDARD TERMS AND CONDITIONS OF SALE Delete Section 5 in its entirety By signing the quotation or issuing a purchase order for the products described,Customer hereby grants to Philips a purchase money security interest in the products until all payments have been made. Philips may -file a financing statement for such security interest and Customer shall sign any financing statements or other documents necessary to perfect Philips' security interests in the products. Where permitted by applicable law, Customer's signature on the quotation or on a purchase order issued as a result of the quotation gives Philips the right to sign on Customer's behalf, and file any financing statement or other documents to perfect Philips' security interest in the product. Delete section 7.3 in its entirety: PHILIPS NLAKES NO WARRANTY AND ASSUMES NO LIABILITY FOR THE FITNESS OR ADEQUACY OF THE SITE IN WHICH THE PRODUCT IS TO BE INSTALLED OR USED. EXCEPT OTHERWISE PROHIBITED BY STATE LAW OR STATE CONSTITUTION CUSTOMER SHALL INDEMNIFY DEFEND,AND HOLD 14ARMLESS PHILIPS AND ITS AFFILIATES AGAINST ANY COSTS, LOSSES, EXPENSES, PHYSICAL PROPERTY DAMAGE, AND/OR THIRD PARTY CLAIMS, INCLUDING SUBROGATION CLAIMS, COLLECTIVELY ALL THE FOREGOING ARISING FROM OR RELATING TO CUSTOMER'S SITE PREPARATION RESPONSIBILITIES. And insert in its place PIFITLIPS MAKES NO WARRANTY AND ASSUMES NO LLABILITY FOR THE FITNESS OR ADEQUACY OF THE SITE IN WHICH THE PRODUCT IS TO BE INSTALLED OR USED. TO THE EXTENT SET FORTH IN FLORIDA STATUTE 768.28, CUSTOMER SHALL INDEMNIFY DEFEND,AND HOLD IIARMLESS PHILIPS AND ITS AFFILIATES AGAINST ANY COSTS, LOSSES,EXPENSES,PHYSICAL PROPERTY DAMAGE,AND/OR TTURD PARTY CLAIMS, ManroeCounlyFhreRpscue Page I of 12 Quote 2301168640Amendment 05272021LH CDSR-1278952 PHILIPS HEALTHCARE PH I L! PS 222Jacabs Street.3s Floor Cambridge,MA 02141 Tel:(800)9344372 Fax:(800)947-3299 INCLUDING SUBROGATION CLAIMS,COLLECTIVELY ALL THE FOREGOING ARISING FROM OR RELATING TO CUSTOMER'S SITE PREPARATION RESPONSIBILITIES. Delete the last sentence in Section 17.6 in its entirety Customer's additional or different terms and conditions,whether stated in a purchase order or other document issued by Customer, are specifically rejected and shall not apply to the transactions contemplated by the quotation. And insert in its place Customers additional terms as included in the Addendum to Philips Standard Terms and Conditions of Sale attached hereto and incorporated herein shall apply. Philips'Quotation 2301168640 dated April 19,2021 including the descriptions of the items of equipment,together with this Amendment represents the entire agreement between the parties and supersedes all previous communications,representations,agreements and negotiations between the parties on this matter. Any modification,amendment or supplement shall not be binding unless it is in writing and signed by an authorized representative of Monroe County Fire rescue and Philips Healthcare a division of Philips North America LLC. The offer to enter into this Amendment is valid 90 days from May 27,2021 Accepted and agreed by: BOARD OF COUNTY COMMISSIONERS Philips Healthcare a division of Philips North OF MONROE CO , America LLC Qbl.).Ax h. () A(1fl`" 0 re Stewart: Michelle Coldiron r\urK d, Q Mklifi Pet ad Nome: Printed Nate: M Mayor SP/A;or p �aAftsv— Ctl'n Crest- S ate: Mt: s d I JV'.e_ zozl �y -- - Dora: FOAM ' - .. - ASS P a.O•' NTY ATTORNEY _ Date 6/2/21 r ATTEST: KEVIN MADOK,CLERK - TO -'C By: c)cky 12 k& A7f11/5 OL .io. baI z As Dep Clerk MonroeCountFireReseue Page 2 of 12 Quote 23011686404mendment 05272021_LH CDSR-1278952 PHII.iPS HEALTHCARE 013H I LIPS 222 Jacobs Street,31a Floor Cambridge,MA 02141 TO:(800)934-7372 Fax:(800)947-3299 Addendum to PHILIPS Standard Terms and Conditions of Sale (rev, .2 Client Agreement dated June 17, 2021 1) Books,Records and Documents. Philips shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with International Financial Reporting Standards(IFRS).Records shall be retained for a period of seven years from the termination of this agreement or for a period of three years from the submission of the final expenditure report as per 2 CFR §200.333, whichever is greater. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for seven years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Philips pursuant to this Agreement were spent for purposes not authorized by this Agreement,or were wrongfully retained by Philips, then Philips shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the County. 2) Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Philips agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 3) Attorney's Fees and Costs. The County and Philips agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees,court costs,investigative,and out-of-pocket expenses,as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. MonroeCountyFireRescue Page 3 of 12 Quote 2301168640Amendment 05272021 LM CDSR-1278952 PHILIPS HEALTHCARE 222 Jacobs SETect,3'Floor Cambridge,MA 02141 PHILIPSO" Tei:(800)934-7372 Fax:(800)947-3299 4) Binding Effect. The terms,covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Philips and their respective legal representatives, successors, and assigns. 5) Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 6) Adjudication of Disputes or Disagreements. County and Philips agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. The County and Philips representative shall try to resolve the claim or dispute with meet and confer sessions. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law.This Agreement is not subject to arbitration. 7) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation,execution,performance,or breach of this Agreement,County and Philips agree to participate, to the extent reasonably required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Philips specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 8) Nondiscrimination. The parties agree 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, effective the date of the court order; provided such termination shall not relieve a party of the obligation to pay for goods or services delivered prior to the termination date. The parties agree 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 VII of the Civil Rights Act of 1964 (PL 88-352), which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC. §§ 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 § 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended(42 USC §§ 6101-6107), which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended,relating to nondiscrimination on the basis of drug abuse;6)The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 616), as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public MonraeCounty,Fir,-Rescue Page 4 of 12 Quote 2301168640Amendment 05272021 W CDSR-1278.952 PHI LIPS H EA LTHCARE 222 Jacobs Street,3111 Floor Cambridge,MA 02141 PHILIPS TeL(800)934-7372 Fax:(800)947-3299 Health Service Act of 1912, §§ 523 and 527 (42 USC §§ 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 §§ 3601 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 §§ 12101), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion,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 apply to the parties to, or the subject matter of, this Agreement. 9) Covenant of No Interest. County and Philips covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement,and that only interest of each is to per-forin and receive benefits as recited in this Agreement. 10) 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. 11) Public Records Compliance. Philips must comply with applicable Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. To the extent required by applicable law, the County and Philips shall allow and permit reasonable access to, and inspection of, all documents,records,papers,letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119,Florida Statutes,and made or received by the County and Philips in conjunction with this contract and related to contract performance, The County shall not have the right to access proprietary or confidential information. The County shall have the right to unilaterally cancel this contract upon violation of this provision by Philips; provided such termination shall not relieve a party of the obligation to pay for goods or services delivered prior to the termination date. Failure of Philips to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and,if it is the prevailing party,be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. Philips is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, Philips is required to: MonroeCountyFireRewcue Page 5 of 12 Quote 2301169540Amendment 05272021 LH CDSR-1278952 PHILIPS HEALTHCARE 222 Jacobs Street 3'Floor Cambridge,MA 02141 PHILIPS Tel:(800)934-7372 Fax:(800)947-3299 (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records,provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of Philips or keep and maintain public records that would be required by the County to perform the service. If Philips transfers all public records to the County upon completion of the contract, Philips shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.If Philips keeps and maintains public records upon completion of the contract,Philips shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify Philips of the request, and Philips must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If Philips does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by Philips. An entity who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10,Florida Statutes. Philips shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF PHILIPS HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TOPHILIPS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS,, BRIAN BRADLEY, AT (305) 292-3470, BRADLEY-BRIAN@1\40NROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, 111112th STREET, SUITE 408,KEY WEST, FL 33040. MonreeCountyFireReseue Page 6 of 12 Quote 2301162WAmendment 05272021 LH COSR-1278952 PHILIPS HEALTHCARE 222 Jacobs Street,3'Floor Cambridge,MA 02141 PHILIPS Tel:(800)934-7372 Fax!(800)947-3299 12) Non-Waiver of Immunity. Notwithstanding the provisions of See. 768.28, Florida Statutes, the participation of the County and Philips in this Agreement and the acquisition of any commercial liability insurance coverage, 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. 13) 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 functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 14) Legal Obligations and Responsibilities: 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 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. 15) 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 Philips agree that neither the County nor Philips nor 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 entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the co unity in general or for the purposes contemplated in this Agreement. 16) Attestations. Philips 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(Attachment 1). 17) 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 the parties in his or her individual capacity, and no member, officer, agent or employee of the parties shall be liable MonroeCounfyKreRescue Page 7 of 12 Quote 2301168640Amendment 05272021 LH CDSR-1278952 PHILIPS HEALTHCARE PHILIPS 222 Jambs Sam 3e Root 8 Eg9,NIA02141 Tel:( Tel: 800)934-7372 Fax:(800)947•3299 personally on this Agreement or be subject to any personal liability or accountability by reason of „, O eculon of this Agreement. T ri rance Requirements. Philips shall furnish Certificates of Insurance indicating the I W.everage limitations as set forth in Exhibit A-1 through A-4 inclusive. 4� BOARD OF COUNTY COMMISSIONERS \\\"������.���WWWST: KEVIN I^MIADOK,CLERK OF M,(O/N�/ROE PCP ��•�' �.�_/} By: 1 . "� / f`S "nIII," &L As puty Cerk /I�nnA (V.. f(.. bvl/I Mayorn Michelle9 Coldiron ,J+/}��J l���J�V(Jf •ice b'U 6 Date t )(.� �O. 2O t •/e A�7ARW OF ATTORNEY /-.( � �1TA PhilipsMn North America LLC P /� 1r AAR9i, 0 ASS MY ATTORNEY Date 6/29/21 t Print name: mae It � Q ma I IkJ Date as IJA4- 2OZ I r._ 1 5 c; -r •, c': 0 r— a =. MongeryllreRerae Page 8'!T gwte23ollsss1Mmendment 05272022_IR mg-1178952 PHILIPS HEALTHCARE 222 Jacobs Street,Xd Cloor Catribridge,MA 02141 PHILIPS Tel:(800)934-7372 Fm(800)947-3299 ATTACHMENT 1, PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on lease$ of real property to public entity, may not be awarded or perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." I have read the above an,d to that,neither Philips Healthcare a division of Philips North America LLG (Respondents name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. (Signature) Date: 'T z0Z i STATE OF: — / COUNTY OF: 6 Iss-e V- Subscribed and sworn to (or affirmed) before me, by means of D physical presence or online notarization, on (date) by I ,11 (name of afflant). He/She i6ersonally") C� 0 -'pe to me or has produced (fy �-- .� of identification) as identification. . k)� a Pit N.�. I �� NOTARY!P�UB C 0mm p (b 01 -41 My Commission Expire s' MenraeCaux#FireRescue Page 9 of 12 Q,vote 230,116864OAmen ara t 40,;w* y P U A.- 05272021 LH �Pfvw�,K ffia CVSR-1278952 U,S PHILIPS HEALTHCARE 222 Jacobs Street,3'Floor Cambridge,MA 02141 PIAILIPS Tek(800)934-7372 Fes.(800)947-3299 SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE Philips Healthcare a division of Philips North America LLC (Company) "...warrants that he/it has not employed, retained or otherwise had act on his/tier behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010- 1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010- 1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or,consideration paid, to the former County officer or employee." 916 (Signature) ZVA e- —Lo Date- STATE OF: fy� COUNTY OF: Subscribed and sworn to or affirmed) before me, by means of 0 physical presence or U-66`nfine notarization, on ,J (date) by (name of affiant). He/She is ("Jppe rsonally known--ib,me or has produced (type of identification) as identification. 0 /9 NOTARY PUBLIC Z C#3 My Commission Expires: 2- Pvev q 41 U MonroeCourttyFireftscue Page 10 of 12 Quote 230116864a4mendment 05272024_LH CDatt®1278952 PHILIPS HCAUf HCARE 222 Jacobs Street,3'Floor Cambridge,MA 02141 PHILIPS Tcl:(800)934-7372 Fax:(800)947-329.9 VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS Project Description(s) Respondent Vendor Name: Philips Healthcare a division of Philips North America LLC Vendor FEIN: 133429115 Vendor's Authorized Representative Name and Title: Mark Q'Mallpy. Sr. Contract Mana er Address: 222 Jacobs Street.,33 1—d Floor Ci rrrbrid State: MA Zip: 02141 Phone Number:. _C�7 Email Address- Section 287,135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering, into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section, 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company, from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of $1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which were created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria. As the person authorlizedi to sign on behalf of' Respondent, I hereby certify that the company identified above in the Section entitled "Respondent Vendor Name" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135, Florida, Statutes, the submission of:a false certification may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed MonmeConfityFireRescue Page 11 of 12 Quote 230216864OAmendmenr a 72a2l LH CDSR-1278952 PHILIPSHEALTHCARE 222 Jacobs Street,30 Rwr Cambridge,MA 02141 PHILIPS Tt,k(800)934-7372 Fax;(800)947-3299 on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria. Certified By: V who is authorized to sig n ehalf of the a eve erenced company. Authorized Signature: Print Name: Mork:=O NrX%1e-\ Title: St.A - v Note: The List are available at the following Department of Management Services Site: hftp://www.dms.myflorida.00m/business—operationslstat _purchas,ing/vendor—infra rmatio n/convicted suspended discriminatory �cornp lint s—vend or—kip ts AC, -n 1. 0 0 • L4 • ;D < ...... ..... U B L 7,0atiJJ6d A MonroeCountyRreRemie Page 12 of 1.7 Quote 230116864OAmendment 05272021 Ltf CDSR-12;879,52 EXHIBIT A-1 2018 Edition GENERAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Philips North America LLC Prior to the commencement of work governed by this contract, the Contractor shall obtain Commercial General Liability Insurance. Coverage will be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability The minimum limits acceptable is: $500,000 Combined Single Limit(CSL) An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners will be named as Additional Insured on all policies issued to satisfy the above requirements. GL2 Administrative Instruction 7500.9 EXHIBIT A-2 2018 Edition WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Philips North America LLC Prior to the commencement of work governed by this contract,the Contractor will obtain Workers' Compensation Insurance with limits sufficient to respond to applicable Workers' Compensation state statutes and the requirements of Chapter 440,Florida Statutes. In addition, the Contractor will obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Coverage will be maintained throughout the entire term of the contract. Coverage will be provided by a company or companies authorized to transact business in the State of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self- insurer, the County may recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. WC1 Administrative Instruction 7500.7 87 EXHIBIT A-3 2018 Edition MEDICAL PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Philips North America LLC Recognizing that the work governed by this contract involves the providing of professional medical treatment, the Contractor will purchase and maintain, throughout the life of the contract, Professional Liability Insurance which will respond to the rendering of, or failure to render medical professional services under this contract. The minimum limits of liability are: $1,000,000 per Occurrence/$3,000,000 Aggregate If coverage is provided on a claims made basis, an extended claims reporting period of four (4) years will be required. MED3 Administrative Instruction 7500.9 EXHIBIT A-4 2018 Edition CYBER LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Philips North America I I C Prior to the commencement of work governed by this contract, the Contractor will obtain Cyber Liability Insurance. Coverage will be maintained throughout the life of the contract and include the following coverages: • Data Breach • Network Security Liability • Internet Media • Network Extortion • Regulatory Proceedings • PCI Fines and Costs The minimum limits acceptable is: $1,000,000 CL1 Administrative Instruction 7500.9 ,,y, DATE(MM/DDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 05/20/2021 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 CONTACT Marsh USA,Inc. NAME: PHONE FAX 1166 Avenue of the Americas A/C No Ext: A/C,No): New York,NY 10036 E-MAIL Attn:NewYork.Certs@marsh.com Fax 212-948-0500 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:HDI Global Insurance Company 41343 INSURED INSURER B:Safety National Casualty Corp. 15105 Philips North America LLC 222 Jacobs Street,3rd Floor INSURER C: Cambridge,MA 02141 INSURER D INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-011115280-03 REVISION NUMBER: 3 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. INSR ADDLSUBRTYPE OF INSURANCE INSp WVp POLICY NUMBER POLICY EFF POLICY EXP LTR MM/DDIYYYYI (MMIDDIYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY X GLD12308-08 12/31/2020 12/31/2021 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED CLAIMS-MADE 1XI OCCUR PREMISES Ea occurrence) $ 500,000 Appir4Bv1 d. RIsk IM i IfTIHg1.."111neinl MED EXP(Any one person) $ 10,000 ' '^ PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 X POLICY PRO LOC 01 PRODUCTS-COMP/OPAGG $ 5,000,000 JECT OTHER:El $ MBINED B AUTOMOBILE LIABILITY X CA6675481 12/31/2020 12/31/2021 (CEO acidentS INGLE LIMIT $ 2,000,000 c X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY Per accident L $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION LDS4047559(AOS) 12/31/2020 12/31/2021 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER B ANYPROPRIETOR/PARTNER/EXECUTIVE YIN PS4047560(W) 12/31/2020 12/31/2021 E.L.EACH ACCIDENT $ 2,000,000 OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under 2,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) All operations in the United States and Canada(see attached).The Certificate Holder named below is Additional Insured where required by written contract or agreement under the Vendors'Broad Form referenced on the attached.Coverage Includes Host Liquor Liability. CERTIFICATE HOLDER CANCELLATION Monroe County Board of County Commission SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The Gato Building THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1100 Simonton Street ACCORDANCE WITH THE POLICY PROVISIONS. Key West,FL 33040 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee Cra�re L. @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN101736188 LOC#: New York ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh USA,Inc. Philips North America LLC 222 Jacobs Street,3rd Floor POLICY NUMBER Cambridge,MA 02141 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Workers'Compensation(continued): Coverage:Excess Workers'Compensation Policy Number:SP 4064199(OH,WA) Carrier:Safety National Casualty Corp. Effective Date:12/31/2020 Expiration Date:12/31/2021 Self-Insured Retention:$500,000 Limit:Statutory Cyber Liability Carrier:HDI Specialty Insurance Company Policy No.:CYD5446603S Policy Term:12/31/2020-12/31/2021 Ded:$250,000-third party liability Occurrence:$1,000,000 Aggregate:$5,000,000 The policies on Page 1 of the Certificate provide coverage for: All operations of the Insured including Independent Contractors,Products,Completed Operations and Contractual Liability. The Additional Interest of Lessor as respects premises leased to the Insured. Automobile Coverage for all owned,non-owned and hired automobiles. The Additional Interest of Lessor as respects vehicles leased to the Insured. WC in ALL states excluding Monopolistic States where the insured is not a qualified self-insurer and Canadian Accident Fund. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: GLD1230808 COMMERCIAL GENERAL LIABILITY CG 20 15 12 19 THIS ENDORSEMENT CHANCES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - VENDORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTSICOMPLETE❑OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) (Vendor Your Products ALL VENDORS OF THE INSURER'S ALL PRODUCTS MANUFACTURED, PRODUCTS SOL❑ OR ❑ISTRIBUTE❑ BY THE INSURE❑ Information req wired to com p fete this Schedule, if not shown above, will be shown in the ❑eclarations. A. Section II — Wh❑ Is An Insured is amended t❑ b. Any express warranty unauthorized by you; include as an additional insured any person(s) ❑r c. Any physical ❑r chemical change in the organization(s) (referred t❑ throughout this product made intentionally by the vendor; endorsement as vendor) shown in the Schedule of d. Repackaging, except when unpacked solely this endorsement, but ❑nly with respect t❑ liability for the purpose of inspection, for "bodily injury" or "property damage" arising ❑ut demonstration, testing, ❑r the substitution of of "your products" shown in the Schedule of this parts under instructions from the endorsement which are distributed or sold in the manufacturer, and then repackaged in the regular course of the vendor's business. original container; However: e. Any failure t❑ make such inspections, 1. The insurance afforded t❑ such vendor ❑nly adjustments, tests or servicing as the applies to the extent permitted by law; and vendor has agreed t❑ make or normally 2. If coverage provided t❑ the vendor is required undertakes t❑ make in the usual course of by a contract or agreement, the insurance business, in connection with the distribution afforded t❑ such vendor will not be broader or sale of the products; than that which you are required by the f. ❑emonstration, installation, servicing ❑r contract or agreement to provide for such repair ❑perations, except such operations vendor. performed at the vendor's premises in B. With respect t❑ the insurance afforded t❑ these connection with the sale of the product; vendors,the following additional exclusions apply: g. Products which, after distribution or sale by 1. The insurance afforded the vendor does not you, have been labeled or relabeled or apply to: used as a container, part ❑r ingredient of a. "Bodily injury" ❑r "property damage" for any other thing or substance by ❑r for the which the vendor is obligated to pay vendor; or damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; CG 20 15 12 19 © Insurance Services Office, Inc., 2018 Page 3 of 5 Approved Risk Manageiment 001 I" 1A &III,,,1 ...i..2021 Certificate of Insurance This document does not set out the full terms, clauses, conditions, limits and exclusions of the insurance and neither affirmatively nor negatively amends, extends nor alters the coverage afforded by the policy, which will be binding in all cases. This is to certify that we Marsh B.V. Insurance Brokers at Rotterdam, The Netherlands, have effected for the insured(s) named herein, insurance which provides subject to the insurance agreements, exclusions, conditions and declarations contained therein, and during their effective period, coverage as described below Policy holder: Koninklijke Philips N.V. Insured(s): Koninklijke Philips N.V. and/or subsidiary companies in which the policyholder has an interest of 50% or more, including but not limited to: Philips North America LLC Certificate holder: Monroe County Board of County Commission Type of insurance: Professional Indemnity Insurance and Technology E&O Policy number: 3989364V0002 Limit of indemnity: USD 1,000,000.-- maximum any one occurrence USD 3,000,000.-- maximum in the aggregate per year of insurance. Insurer(s): 100% HDI Global SE, the Netherlands Conditions: Insurance Conditions Philips N.V. Territory covered: Worldwide Insurance period: December 31, 2020 till December 31, 2021 Rott d" m, May 31, 2021 i s" rra •�. .v �..., Address:Marsh B.V.,Groot Handelsgebouw,Conradstraat 18,3013 AP Rotterdam, ABN Amro Bank:IBAN NL17 ABNA 0259 9909 06 BIC ABNANL2A Trade Register Rotterdam No.24120005 MARSH& UENNAN Sol I I I IONIEr I}I 1:�"I N F w DIF S11(31',l F ),AND I",)I I V R E ID, �� (':OI=v FIAI"III S