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12/08/2021 Agreement OVA OOURr, k • Kevin Madok, CPA ~▪ '1• �•_'i Clerk of the Circuit'Court&Comptroller—Monroe County, Florida `1N.e cook• DATE: December 17, 2021 TO: Mark Gongre Safety&Security Administrator FROM: Pamela G. HancoC. SUBJECT: December 8th BOCC.Meeting Attached is an electronic copy of the following item for your handling: C8 Master Agreement with Safeware, Inc. to provide public safety and security systems at County buildings as needed, pursuant to Board direction from the results of the Facility Security Vulnerability Assessment previously conducted; and granted approval and authorized execution of Task Orders 1 and 2, totaling$671,812.48 with Safeware, Inc., to install access control and video systems at two County workplaces as part of the County building security plan. Should you have any questions please feel free to contact me at(305) 292-3550. cc: County Attorney Finance File 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 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305-852-7145 MASTER AGREEMENT FOR THE PURCHASE AND INSTALLATION OF PUBLIC SAFETY AND SECURITY SYSTEMS This Agreement ("Agreement") made and entered into this 8th day of December 2021 by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "COUNTY," through the Monroe County Board of County Commissioners ("BOCC"), AND Safeware, Inc., a Foreign Limited Liability Company of the State of Florida,whose principal address is 4403 Forbes Blvd. Lanham, MD 20706 its successors and assigns, hereinafter referred to as "Safeware" or"CONTRACTOR", WITNESSETH: WHEREAS, the COUNTY is in need of Public Safety, Preparedness, Safety Equipment and Solutions; and WHEREAS, County staff has researched various products and services offered for this purpose and has determined the best option to meet the County's needs is an equipment and services solution represented by Safeware; and WHEREAS, CONTRACTOR has agreed to provide public safety, preparedness, safety equipment and solutions at various Monroe County faciliites designed for security in general including access control. The services shall include computing hardware, software and field equipment, installation and configuration of a turn-key system, including labor; and WHEREAS, this Agreement will be utilizing competitively bid contracts and pricing through U.S. Communities, part of OMNIA Partners, a cooperative purchasing organization for public sector procurement; and WHEREAS, Safeware has two contracts available for use through Omnia Partners, both for which are for Public Safety, Preparedness, Safety Equipement and Solutions. One of the contracts is through Fairfax County, Virginia for Public Safety, Preparedness, Safety Equipment and Solutions (Safeware Master Agreement Contract #4400008468; effective 10/1/18 to 9/30/23 with option to renew for five (5) years through 9/30/28) and the other one is through Port of Portland, Oregon (Safeware Contract # 159469, effective April 1, 2021 through April 1, 2026 with option to renew for two additional one-year periods through April 1, 2028); and WHEREAS, the Fairfax County agreement and the Port of Portland agreement were issued by local government entities on behalf of themselves but are also available to other state and local government entities, and Monroe County wishes to take advantage of one or both. Page 1 of 18 NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows: FORM OF AGREEMENT ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES By executing this Agreement, CONTRACTOR makes the following express representations and warranties to the COUNTY: 1.1.1 The CONTRACTOR shall maintain all necessary licenses, permits or other authorizations necessary to act as CONTRACTOR for the Project until the CONTRACTOR'S duties hereunder have been fully satisfied; 1.1.2 The CONTRACTOR has become familiar with the site(s) and the local conditions under which the Project is to be completed. 1.1.3 The CONTRACTOR shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed and shall be in conformity and comply with all applicable law, codes and regulations. The CONTRACTOR warrants that the documents prepared as a part of this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information; 1.1.4 The CONTRACTOR assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 1.1.5 The CONTRACTOR'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. In providing all services 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. 1.1.6 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 for Monroe County. No statement contained in this agreement shall be construed so as to find the CONTRACTOR or any of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 1.1.7 The CONTRACTOR shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting Page 2 of 18 employment under this agreement or with the provision of services or goods under this agreement. ARTICLE II SCOPE OF BASIC SERVICES 2.1 DEFINITION CONTRACTOR'S Scope of Basic Services consist of those described in Attachment A. From time to time the County shall Task Orders for those services described in Attachment A and the CONTRACTOR shall perform services as described in individual Task Orders in accordance with the terms and conditions outlined in this Agreement and the specific Task Order. 2.3 NOTICE REQUIREMENT All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONTRACTOR. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage pre-paid, to the COUNTY by certified mail, return receipt requested, to the following: Bryan Cook Employee Services Director Historic Gato Cigar Factory 1100 Simonton Street, Suite 2-268 Key West, FL 33040 And: Alan MacEachern IT Director Monroe County BOCC Information Technology 102050 Overseas Highway, MM 102.5 Key Largo, FL 33037 And: Mr. Roman Gastesi, Jr. Monroe County Administrator 1100 Simonton Street, Room 2-205 Key West, Florida 33040 For the CONTRACTOR: Peter Van Kirk 4403 Forbes Blvd. Lanham, MD 20706-4328 ARTICLE III ADDITIONAL PRODUCTS AND SERVICES 3.1 Additional products and services are those products and services not included in the Scope of Basic Services. Page 3 of 18 3.2 If Additional Services are required the COUNTY shall issue a letter requesting and describing the requested products and services to the CONTRACTOR. The CONTRACTOR shall respond with a fee proposal, in accordance with the competitive pricing for the two contracts shown as Attachment A, to provide the requested products and/or to perform the requested services. Only after receiving a Task Order for the additional services issued by the COUNTY shall the CONTRACTOR proceed with the Additional Services. Any such Task Order must be funded and approved by the Board of County Commissioners. ARTICLE IV COUNTY'S RESPONSIBILITIES 4.1 The COUNTY shall provide complete and accurate information and cooperation regarding requirements for the Project including access to county offices and facilities. 4.2 The COUNTY shall designate a representative to act on the COUNTY's behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to request for information submitted by the CONTRACTOR in order to avoid unreasonable delay in the orderly and sequential progress of the CONTRACTOR'S services. 4.3 Prompt written notice shall be given by the COUNTY and the CONTRACTOR's representative if either become aware of any fault or defect in the Project or non- conformance with the Agreement Documents. Written notice shall be deemed to have been duly served if sent pursuant to paragraph 2.3. 4.4 The COUNTY shall furnish required information and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONTRACTOR'S services. 4.5 The COUNTY's review of any information or documents prepared by the CONTRACTOR or its subcontractors shall be solely for the purpose of determining whether such information or documents are generally consistent with the COUNTY's criteria for the Project. No review of such information or documents shall relieve the CONTRACTOR of responsibility for the accuracy, adequacy, fitness, suitability or coordination of its work product. ARTICLE V INDEMNIFICATION AND HOLD HARMLESS 5.1 The CONTRACTOR covenants and agrees to indemnify and hold harmless COUNTY/Monroe County and Monroe County Board of County Commissioners, its Page 4 of 18 officers and employees from liabilities, damages, losses and costs, including but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of the CONTRACTOR, subcontractor(s) and other persons employed or utilized by the CONTRACTOR in the performance of the contract. 5.2 The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. 5.3 In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONTRACTOR'S failure to purchase or maintain the required insurance, the CONTRACTOR shall indemnify COUNTY from any and all increased expenses resulting from such delays. 5.4 This indemnification shall survive the expiration or early termination of the Agreement. ARTICLE VI PERSONNEL 6.1 PERSONNEL The CONTRACTOR shall assign only qualified personnel to perform any service concerning the project. ARTICLE VII COMPENSATION and TERM 7.1 COMPENSATION BASED ON SPECIFIED RATES 7.1.1 The COUNTY shall pay the CONTRACTOR monthly in current funds for the CONTRACTOR'S performance of this Agreement based on quotations for each project, each of which shall be based on the competitively bid pricing used for the contracts shown in Attachment A, and each of which shall be incorporated in each Task Order issued by the COUNTY. 7.2 PAYMENTS 7.2.1 For its assumption and performances of the duties, obligations and responsibilities set forth herein, the CONTRACTOR shall be paid monthly. Payment will be made pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes. (A) If the CONTRACTOR'S duties, obligations and responsibilities are materially changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONTRACTOR shall be equitably adjusted, either upward or downward; Page 5 of 18 (B) As a condition precedent for any payment due under this Agreement, the CONTRACTOR shall submit monthly, unless otherwise agreed in writing by the COUNTY, a proper invoice to COUNTY requesting payment for services properly rendered. The CONTRACTOR'S invoice shall describe with reasonable particularity the service rendered. The CONTRACTOR'S invoice shall be accompanied by such supporting documentation or data in support of expenses for which payment is sought that is acceptable to the Clerk based on generally accepted account principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. 7.3 BUDGET AND REIMBURSEABLE EXPENSES 7.3.1 The CONTRACTOR may not be entitled to receive, and the COUNTY is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year (October 1 - September 30) by COUNTY's Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the COUNTY's Board of County Commissioners. 7.3.2 The COUNTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. 7.3.3 It is anticipated that no reimbursable expenses will be incurred by the CONTRACTOR. Expenses will only be reimbursed if authorized by the County in writing in advance and to the extent and in the amount authorized by Section 112.061, Florida Statutes. 7.4 TERM OF AGREEMENT The term of this Agreement shall begin on the date executed by both parties ("Effective Date") and shall continue while either of the two contracts attached as Attachment A is still in force and effect, after which this Agreement will expire. ARTICLE VIII INSURANCE 8.1 The CONTRACTOR shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONTRACTOR'S failure to purchase or maintain the required insurance, the CONTRACTOR shall indemnify the COUNTY from any and all increased expenses resulting from such delay. 8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days notice to the COUNTY prior to any Page 6 of 18 cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. 8.3 CONTRACTOR shall obtain and maintain the following policies: A. Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Florida Statute 440. B. Employers Liability Insurance with limits of$1,000,000 per Accident, $1,000,000 Disease, policy limits, $1,000,000 Disease each employee (See Form WC!3). C. General Liability Insurance, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the CONTRACTOR or any of its employees, agents or subcontractors or subcontractors, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement with $1,000,000 Limits (See Form GL3). An Occurrence Form policy is preferred. If coverage is changed to or 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 must extend for a minimum of 48 months following the termination or expiration of this contract. D. Vehicle Liability Insurance of $1,000,000 limits. (See Form VL3.) E. Cyber Liability Insurance to include the following coverages: Data Breach, Network Security Liability, Internet Media, Network Extortion, regulatory Proceedings, PCI Fine and Cost. The minimum limits acceptable is: $1,000,000. (See Form CL1) F. COUNTY shall be named as an additional insured with respect to CONTRACTOR'S liabilities hereunder in insurance coverages identified in Paragraphs C!and D. G. CONTRACTOR shall require its subcontractors to be adequately insured at least to the limits prescribed above, and to any increased limits of CONTRACTOR if so required by COUNTY during the term of this Agreement. COUNTY will not pay for increased limits of insurance for subcontractors. H. CONTRACTOR shall provide to the COUNTY certificates of insurance or a copy of all insurance policies including those naming the COUNTY as an additional insured. The COUNTY reserves the right to require a certified copy of such policies upon request. I. 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. Page 7 of 18 ARTICLE IX MISCELLANEOUS 9.1 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. 9.2 SUCCESSORS AND ASSIGNS 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 for Monroe County and the 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. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 9.3 NO THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 9.4 TERMINATION A. In the event that the CONTRACTOR shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five days written notification to the CONTRACTOR. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty (60) days written notice of its intention to do so. C. Termination for Cause and Remedies: In the event of breach of any contract terms, the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate this agreement for cause with CONTRACTOR should CONTRACTOR fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the COUNTY shall provide CONTRACTOR with five (5) calendar days' notice and provide the CONTRACTOR with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract; however, the COUNTY reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to CONTRACTOR shall not in any event exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for Page 8 of 18 breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. D. Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time, upon sixty (60) days' notice to CONTRACTOR. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. The maximum amount due to CONTRACTOR shall not exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. E. For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. F. For Contracts of $1,000,000 or more, if the County determines that the Contractor/Consultant submitted a false certification under Section 287.135(5), Florida Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, the County shall have the option of(1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 9.5 CONTRACT DOCUMENTS This contract consists of this Agreement, the contracts attached as Attachment A, any Requests for Proposals (issued by the lead agencies under OMNIA Partners), any addenda, the Form of Agreement (Articles I-IX)/This Agreement, the CONTRACTOR'S response to the RFP, the documents referred to in the Form of Agreement as a part of this Agreement, and modifications made after execution by written amendment. In the event of any conflict between any of the Contract documents, this Agreement will control or alternatively the one imposing the greater burden on the CONTRACTOR will control. 9.6 PUBLIC ENTITIES CRIMES 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 contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the Page 9 of 18 construction or repair of a public building or public work, may not submit bids on leases 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 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONTRACTOR represents that the execution of this Agreement will not violate the Public Entity Crimes Act(Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONTRACTOR further represents that there has been no determination, based on an audit, that it or any subCONTRACTOR has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CONTRACTOR has been placed on the convicted vendor list. CONTRACTOR will promptly notify the COUNTY if it or any subcontractor or subCONTRACTOR is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. 9.7 MAINTENANCE OF RECORDS CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of five years from the final payment or termination of this agreement. 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 five years following the final payment or termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONTRACTOR, the CONTRACTOR 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. 9.8 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and CONTRACTOR agree that venue shall lie in the 161h Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. 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. Page 10 of 18 9.3 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 CONTRACTOR 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. 9.10 ATTORNEYS FEES AND COSTS The COUNTY and CONTRACTOR 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. 9.11 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. 9.12 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. 9.13 CLAIMS FOR FEDERAL OR STATE AID CONTRACTOR and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement. Any conditions imposed as a result of funding that effect the Project will be provided to each party. 9.14 ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. 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. This provision does not negate or waive the provisions of paragraph 9.4 concerning termination or cancellation. Page 11 of 18 9.15 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 CONTRACTOR agree to participate, to the extent 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 CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 9.16 NONDISCRIMINATION CONTRACTOR and COUNTY 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. CONTRACTOR or COUNTY 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 VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of 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 (42 USC ss. 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 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. 12101 Note), as may be amended from time to time, relating to nondiscrimination 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; 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. 9.17 COVENANT OF NO INTEREST CONTRACTOR and COUNTY 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 perform and receive benefits as recited in this Agreement. 9.18 CODE OF ETHICS Page 12 of 18 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. In accordance with Section 5 (b) Monroe County Ordinance No. 010-1990, CONTRACTOR warrants that he/it had not employed, retained or otherwise had act on his/its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 020-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract 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." 9.19 NO SOLICITATION/PAYMENT The CONTRACTOR and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, 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. 9.20 PUBLIC ACCESS. Public Records Compliance. CONTRACTOR must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and CONTRACTOR 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 CONTRACTOR in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR . Failure of the CONTRACTOR 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 shall, as a 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. The CONTRACTOR 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, the CONTRACTOR is required to: (1) Keep and maintain public records that would be required by the County to perform the service. Page 13 of 18 (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 the CONTRACTOR or keep and maintain public records that would be required by the County to perform the service. If the CONTRACTOR transfers all public records to the County upon completion of the contract, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the contract, the CONTRACTOR 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 the CONTRACTOR of the request, and the CONTRACTOR must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the CONTRACTOR 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 the CONTRACTOR . A CONTRACTOR 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 section119.10, Florida Statutes. The CONTRACTOR 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 THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR 'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS,BRIAN BRADLEY AT PHONE#305-292-3470 BRADLEY-BRIAN(a,MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. 9.21 NON-WAIVER OF IMMUNITY Page 14 of 18 Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONTRACTOR and the COUNTY 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. 9.22 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. 9.23 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. 9.24 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 CONTRACTOR and the COUNTY agree that neither the CONTRACTOR nor the COUNTY 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 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. 9.25 ATTESTATIONS AND TRUTH IN NEGOTIATION CONTRACTOR agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. Signature of this Agreement by CONTRACTOR shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract fee and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. Page 15 of 18 9.26 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 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. 9.27 EXECUTION IN COUNTERPARTS 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. 9.28 E-VERIFY SYSTEM Beginning January 1, 2021, in accordance with F.S. 448.095, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of F.S. 448.095 9.29 UNCONTROLLABLE CIRCUMSTANCE Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give County written notice within 7 days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The County will not pay additional cost as a result of Page 16 of 18 an Uncontrollable Circumstance. The Contractor may only seek a no cost extension for such reasonable time as the Owners Representative may determine. . . Il � WHEREOF,each party has caused this Agreement to be executed by its duly N,T.-6- e hof T r, esentative on the day and year first above written. \f E..R 7 v n `"/ BOARD OF COUNTY COMMISSIONERS p '7ft � • E 'Ir1, adok, Clerk OF MONROE COUNTY, FLORIDA t • y@.�N�o6 � N B /11� y. By: As Deputy Clerk 'Mayor/Chairman ' (Seal);l ' CONTRACTOR Attes•'1 .' , . r _ BY: �,.y,'� ;l� .i -- By: 1 !/Y1 Title: ud,,` : r✓Aa.a.,.0 Title: SIS* r - 40*1j END OF AGREEMENT Approved as to form and legal sufficiency: qr�� _ ril Monroe County Attorney's Office r- <_, r-7 CD 11-19-2021 — Page 17 of 18 Attachment A-Scope of Services The Scope of Services shall consist of all services covered under County of Fairfax (Virginia) Contract Number 4400008468 and Port of Portland (Oregon) Contract# 159469 as reflected in the attached contracts. Attachments: - County of Fairfax (Virginia): - Acceptance Agreement - Attachment A from RFP2000002547 (Detailed Specifications for Public Safety Categories), incorporated by reference in County of Fairfax (Virginia) Contract Number 4400008468 - Port of Portland (Oregon) Contract# 159469 Page 18 of 18 .................................................... County of Fairfax , Virginia To protect and enrich the quality of life for the people,neighborhoods and diverse communities of Fairfax 1742 County V77fGIC��` Date of Award: JUN _ 7. 2018 Safeware, Inc. 4403 Forbes Blvd Lanham, MD 20706 Attention: Rick Bond, Vice President of Sales Reference: RFP2000002547; Public Safety and Emergency Preparedness Equipment and Related Services Dear Mr. Bond: Acceptance Agreement Contract Number: 4400008468 This acceptance agreement signifies a contract award for Public Safety and Emergency Preparedness Equipment and Related Services. The period of the contract shall be from October 1, 2018 through September 30, 2023 with renewals of five (5) additional years, one (1) year at a time or a combination of the years, by mutual agreement of both parties. The contract award shall be in accordance with: 1) This Acceptance Agreement; and 2) The Attached Memorandum of Negotiations. Please note that this is not an order to proceed. A Purchase Order, which constitutes your notice to proceed, will be issued to your firm. Please provide your Insurance Certificate according to Fairfax County Special Provisions, Section 1 (Insurance) within ten (10) days after receipt of this letter. Sincerely, Cathy A. Mub, CPPO Director/County Purchasing Agent Department of Procurement&Material Management 12000 Government Center Parkway,Suite 427 Fairfax,VA 22035-0013 Wtiehsite: www.fairfaxcounty.eov/dpiiini Phone 703-324-3201,TTY: 1-800-828-1140,Fax: 703-324-3228 County of Fairfax , Virginia To protect and enrich the quality of life fur the people,neighborhoods and diverse communities of Fairfax 1742 County Gi I MEMORANDUM OF NEGOTIATIONS RFP 2000002547 Public Safety and Emergency Preparedness Equipment and Related Services The County of Fairfax(hereinafter called the County) and Safeware, Inc. and Mallory Safety and Supply, LLC. (hereinafter called the Contractor) hereby agree to the following in the execution of Contract 4400008468 with Safeware, Inc. and Contract 4400008495 with Mallory Safety and Supply, LLC. (hereinafter called the Contract) for the provision of public safety and emergency preparedness equipment and related services. The final Contract contains the following documents: a. The County's Request for Proposal RFP 2000002547 and all Addenda; b. The Contractor's Technical Proposal and Cost Proposal dated March 8, 2018; C. The Contractors response to clarification questions dated March 28, 2018. d. The Contractors response to items for negotiation dated April 12,2018. e. This Memorandum of Negotiations; f. County's purchase order; g. Any subsequent amendments to the Contract. In addition,the County and the Contractor agree to the following: 1. The parties to this Contract acknowledge that Safeware, Inc. submitted a proposal,on behalf of Safeware, Inc. and Mallory Safety and Supply, LLC., in response to RFP2000002547. Mallory Safety and Supply, LLC. acknowledges and agrees to provide public safety and emergency preparedness equipment and related services to Participating Public Agencies of the states of Alaska, Hawaii,Washington, Oregon,California,Arizona, Nevada, New Mexico, Wyoming, Idaho, Montana, and Utah and to assume all responsibilities and obligations under this Contract for its designated territory. Safeware, Inc. acknowledges and agrees to provide public safety and emergency preparedness equipment and related services to Participating Public Agencies located in all other states of the United States, not identified above and to assume all responsibilities and obligations under this Contract for its designated territory. Contract number 4400008468 has been assigned to Safeware, Inc. and Contract number 4400008495 has been assigned to Mallory Safety and Supply LLC.to facilitate ordering. 2. The Contractor shall provide eCommerce rebates as outlined below. • If 30%-69.99%of total invoiced sales are received by website orders at the conclusion of each contract year, a 0.5% rebate will be provided on purchases made through ecommerce. • If 70%or greater of total invoiced sales are received by website orders at the conclusion of each contract year, a 1% rebate will be provided on purchases made through ecommerce. o Conditions: The agency total purchases for the annual contract period must be greater than$20,000. Ecommerce is defined as any order placed through Safeware or Mallory's website or fully integrated third party marketplace where the Participating Public Agency's orders and Safeware-Mallory's invoices are transacted via EDI,XML or cXML. Ecommerce rebates cannot be combined with other rebates, early payment discounts, or where the buying agency or procurement platform charges an administrative or transaction fee. Department of Procurement&Material Management 12000 Government Center Parkway,Suite 427 Fairfax,VA 22035-0013 Website: www.fkirfhxcouRty.gov1dpmm Phone 703-324-3201,TTY: 1-800-928-1140,Fax:70 3-324-3228 Memorandum of Negotiations RFP2000002547 Page 2 3. Large sales greater than$20,000 may be eligible for additional price discounts from manufacturers and will be automatically flagged in the Contractor's system to seek additional price concessions from manufacturers. 4. For purchase of services under this Contract,the Contractor shall provide a minimum of 10%discount from Safeware and Mallory's list price. The pricing for services may be negotiated to a lower price. 5. The Contractor acknowledges and agrees that the County and the Participating Public Agencies reserve the right to review and negotiate the license and maintenance terms and conditions prior to any purchase of software under this Contract and that the Contractor will provide full support for executing the negotiated license/maintenance agreement(s)by the County/Participating Public Agencies and the software publisher. The Contractor also agrees to obtain agreement from its software publishers that their shrink wrap, browse wrap, click through, or similar processes are for access purposes only,and any terms and conditions offered in or referenced by those procedures will have no force or effect. 6. The Contractor shall hold the discount rate of 41%for equipment and 10%for services firm for the entire contract term including renewal periods, 7. The parties mutually agree that the first sentence of Paragraph 1.3 of Section 1 titled Insurance(Fairfax County Special Provisions) is deleted and is replaced with the following language: No change, cancellation, or non-renewal shall be made in any insurance coverage without a thirty-day written notice to the County Purchasing Agent and/or Risk Manager. 8, The parties mutually agree that the Paragraph 1.2 b. of Section 1 titled Insurance(Fairfax County Special Provisions)is deleted and is replaced with the following language: The contractor agrees to maintain Commercial General Liability insurance in the amount of$1,000,000 per occurrence/aggregate, to protect the contractor, its subcontractors, and the interest of the County, against any and all injuries to third parties, including bodily injury and personal injury,wherever located, resulting from any action or operation under the contract or in connection with contracted work. ACCEPTED BY: Ldtg Safeware, Inc. Date Mallory Safety and SLYpply, LLC. Date Cathy A. Must CPrPO Date Director/County Purchasing Agent RFP2000002547 ATTACHMENT A DETAILED SPECIFICATIONS FOR PUBLIC SAFETY CATEGORIES PUBLIC SAFETY CATEGORIES The following categories are by way of example only and are not meant to limit the broad range of products that might be available from potential offerors. Product Category Examples(Note: Items 1-31 are compiled,in part, from the Office of Domestic Preparedness' Authorized Equipment List and The InterAgency Board's Standardized Equipment List): 1. Personal Protective Equipment Equipment worn to protect the individual from hazardous materials and contamination in the workplace including,a chemical/biological threat environment. Examples include the following:chemical resistant suits, escape masks, gloves, coveralls, helmets, eye protection, hi-visibility clothing, safety footwear, respiratory protective equipment, SCBAs, etc. 2. Explosive Device Mitigation and Remediation Equipment Equipment providing for the mitigation and remediation of explosive devices in a CBRNE environment, such as: o Bomb Search Protective Ensemble for Chemical/Biological Response o Chemical/Biological Undergarment for Bomb Search Protective Ensemble o Cooling Garments to manage heat stress o Ballistic Threat Body Armor& Helmets (not for riot suppression) o Blast and Ballistic Threat Eye Protection (not for riot suppression) o Blast and Overpressure Threat Ear Protection (not for riot suppression) o Fire Resistant Gloves o Disarmer/Disrupter o Real Time X-Ray Unit; Portable X-Ray Unit o CBRNE Compatible Total Containment Vessel (TCV) o CBRNE Upgrades for Existing TCV o Robot; Robot Upgrades o Fiber Optic Kit (inspection or viewing) o Tents, standard or air inflatable for chem/bio protection o Inspection mirrors o Ion Track Explosive Detector 3. Environmental Monitoring Items such as: chip measurement systems, passive dosimeter badges, diffusion tubes, detector tube systems, air sampling pumps, gas detection monitors, confined space monitors, photo-ionization detectors, and protection against additional unseen hazards (radiation and noise levels). 4. CBRNE Search and Rescue Equipment Equipment providing a technical search and rescue capability for a CBRNE environment, such as: o Hydraulic tools; hydraulic power unit o Listening devices; hearing protection o Search cameras (including thermal and infrared imaging) o Breaking devices (including spreaders, saws and hammers) o Lifting devices (including air bag systems, hydraulic rams,jacks, ropes and block o and tackle) o Blocking and bracing materials o Evacuation chairs (for evacuation of disabled personnel) o Ventilation fans 30 RFP2000002547 ATTACHMENT A 5. Interoperable Communications Equipment Equipment and systems providing connectivity and electrical interoperability between local and interagency organizations to coordinate CBRNE response operations. Includes system design, installation, service and maintenance. Products include: o Land Mobile,Two-Way In-Suit Communications(secure, hands-free,fully duplex,optional), including air-to-ground capability(as required) o Antenna systems o Personnel Alert Safety System (PASS) - (location and physiological monitoring systems optional) o Personnel Accountability Systems o Individual/portable radios, software radios, portable repeaters, radio interconnect systems, satellite phones, batteries, chargers and battery conditioning systems o Computer systems designated for use in an integrated system to assist with detection and communication efforts (must be linked with integrated software packages designed specifically for chemical and/or biological agent detection and communication purposes) o Portable Meteorological Station (monitors temperature, wind speed, wind direction and barometric pressure at a minimum) o Commercially available crisis management software o Mobile Display Terminals 6. Detection Equipment Equipment to sample, detect, identify, quantify, and monitor for chemical, biological, radiological/nuclear, and explosive agents throughout designated areas or at specific points.Such items include: o Detection Kits/Paper for all chemical agent identification and detection o Multi-Gas Meters o Hazard Categorizing (HAZCAT) Kits o Surface Acoustic Wave Detector o Spectrometers o Colormetric Tube/Chip Kit specific for TIC s and CBRNE applications o Leak Detectors (soap solution, ammonium hydroxide, etc) o pH Paper/pH Meter o Protective cases for sensitive detection equipment storage &transport o Point Detection Systems/Kits (Immunoassay or other technology) o Radiation detection equipment (electronic or other technology that detects alpha, beta, gamma, and high intensity gamma), Personal Dosimeters, Scintillation Fluid (radiological) pre-packaged 7. Decontamination Equipment Equipment and material used to clean, remediate, remove or mitigate chemical and biological contamination. Such items include: o Decontamination system for individual and mass application with environmental controls, water heating system, showers, lighting, and transportation (trailer) o Deco n/Extractio n Litters/roller systems o Runoff Containment Bladder(s), decontamination shower waste collection with intrinsically- safe evacuation pumps, hoses, connectors, scrub brushes, nozzles o Spill Containment Devices o Overpak Drums o Cadaver Bags o Hand Carts o Waste water classification kits/strips o HEPA(High Efficiency Particulate Air)Vacuum for dry decontamination 31 RFP2000002547 ATTACHMENT A 8. Hazardous Materials Storage o Storage cabinets o Safety cans 9. Spill Control and Containment o Spill treatment agents o Infectious materials cleanup kits o Sorbents o Non-sparking tools o Hazardous material vacuums o Environmental containment 10. Physical Security Enhancement Equipment Includes equipment and installation necessaryto enhance the physical securityof critical infrastructure such as system design, installation, service and maintenance. 11. Surveillance,Warning,Access/Intrusion Control Ground o Motion Detector Systems: Acoustic; Infrared; Seismic; Magnetometers o Barriers: Fences; Jersey Walls o Impact Resistant Doors and Gates o Portal Systems; locking devices for access control o Alarm Systems o Video Assess ment/Cameras: Standard, Low Light, IR, Automated Detection o Personnel Identification: Visual; Electronic; Acoustic; Laser; Scanners; Cyphers/Codes o X-Ray Units o Magnetometers o Vehicle Identification —Visual, Electronic, Acoustic, LASER, RADAR, 12. Explosion Protection o Blast/Shock/Impact Resistant Systems o Protective Clothing o Column and Surface Wraps; Breakage/Shatter Resistant Glass; Window Wraps o Robotic Disarm/Disable Systems 13. Fire and Emergency Response o Firefighting/Rescue/EMS - apparel (structural, suspenders, wildland, rescue EMS, station wear, high visibility, gear racks), helmet/hoods, gloves, boots, SCBA/respirators, eyewear, ear plugs/muffs, knee/wrist/back protectors, communications, RIT/RIC/escape devices, accountability, rehab, incident command, bags/packs/web gear, thermal imagers, search cameras/listening systems, flashlights/scene lighting, hand tools, ladders, ventilation, extinguishers, dry chemicals/foam, hoses/nozzle/appliances, rescue tools, rope/rigging, patient care, and traffic safety o Hazmat/WMD: Apparel, gloves, boots, SCBA respirators, instrumentation, lead repair/control, sorbents/neutralizers, overpacks, containment, vacuums, and decon o Law Enforcement: Apparel, eyewear, headsets/ear plugs, gloves, SCBA/respirators, flashlights/scene lighting, thermal imaging, traffic safety o Mass Casualty: Shelters/trailers, incident command, med/surge, decontamination, fatality management, multi-use/temporary housing, environmental controls/support equipment, patient management, and scene management 14. Traffic Safety o Traffic safety apparel: Class I, II, and III o Traffic safety tapes (delineator tapes and warning and barricade tapes) 32 RFP2000002547 ATTACHMENT A o Traffic control products: cones, delineator posts, flags, triangles, signs and the stands that hold them, paddles, vests for road crews, law enforcement, and emergency response personnel, fences, wind socks, and emergency kits o Message boards, flares 15. Facility Safety and Maintenance o Communications o Eyewashes and showers (portable, mounted, combinations, and mixing valves) o Fire extinguishers o Label Makers (portable and benchtop) o Lighting (hand lights, headlamps, personal, and lanterns and area lighting) o Lockout/Tagout (stations, padlock and hasps, electrical, confined space, and valve) o Maintenance (abrasives, adhesives, sealants and tapes, electrical, HVAC and plumbing, janitorial, lubricants and penetrants, MRO, paint, tarps, hand tools, power tools, measuring and leveling, lawn and garden, and welding) o Material handling and storage (bins, bottle carriers, carts, chests and lockers o Matting (antifatigue and specialty) o Signs and tags o Waste disposal o Wipers 16. Fall Protection and Confined Space Systems and equipment to protect from death and injury when working in a confined space,or working at height aiding in fall arrest,worker positioning, restraint,suspension, rescue. Including,but not limited to items such as: o Self-Retracting life lines (SRLs), tripods, blowers, harnesses, rope, carabiners, etc. 17. Medical and First Aid Supplies o First aid kits, refills, and blood borne pathogen response kits o Burn care o Medicinals such as antacids, aspirin and non-aspirin pain relief, cold and sinus medication o Skin care products such as heavy-duty cleansers, medicated and protective skin creams, insect repellents, poison ivy relief, sunscreen o Heat-Stress relief such as fluid replacement drinks and coolers 18. CBRNE Reference Materials Reference materials designed to assist emergency first responders in preparing for and responding to a CBRNE incident. This includes but is not limited to the following: o NFPA Guide to hazardous materials o NIOSH Hazardous Materials Pocket Guide o North American Emergency Response Guide o Jane's Chem-Bio Handbook o First Responder Job Aids 19. AEDs Portable, personal, and medical automatic external defibrillators, AED trainers, accessories and replacement parts. 20. Ammunition/Less than Lethal Munitions Including ammunition for police weapons and munitions such as OC Spray, rubber bullets,flash bangs, crowd and riot suppressants. 21. Civil Disturbance Gear All gear necessary for officer protection and control during civil disturbance events/riots. Including, but not limited to: 33 RFP2000002547 ATTACHMENT A o Shields, riot helmets, pad, FR outerwear, FR base layer, boots, gloves, duty belts, batons, animal protection (horses, canine) 22. Dive Gear/Underwater Recovery/Water Safety o dive suits, underwater robots, boats, dry suits, Personal Flotation Devices (PFDs) 23. Police Fleet Management Products Equipment relating to the outfitting and maintenance of vehicles, including but not limited to sirens, lights, speed cameras, RADAR. 24. Law Enforcement Software Including but not limited to facial recognition products,shot tracking software, license plate recognition, any criminal investigative software. 25. Public Safety Aviation - Helicopters Equipment and services related to the purchase of helicopter and associated maintenance, UAV, UAW, and accessories, aviation software, aircraft. 26. Public Safety Uniforms Class A uniforms, Class B uniforms, BDUs, NFPA compliant footwear. 27. Vehicles Any public safety vehicles including but not limited to: armored vehicles, ATVs, Command vehicles, bomb trucks. 28. Trainers and Training Equipment For example fire trainers, simulators, training props. 29. Vending Solutions Service and equipment to supply and manage an on-site vending program with contract relevant contents for refill, such as PPE, eyewear, ear plugs, gloves, etc. Solution to include: o Real time usage reporting by employee, item, department, or cost code o Low stock/out of stock alert for both supplier and customer o Ability to restrict items by time, item, employee, or usage o Ability to dispense both large and small items 30. Related Products and Services Any related public safety and emergency preparedness products and services offered by supplier. 31. All Other Non-listed Public Safety, Law Enforcement and Fire Equipment available through your company Equipment,supplies and materials(such as general Fire Turn-out gear and Law Enforcement Tactical equipment)that Bidder offers but does not appear specifically in the above categories. 34 Port of Portland, OR Contract # 159469 for Public Safety, Preparedness, Safety Equipment and Solutions with Safeware, Inc. Effective: April 1 , 2021 The following documents comprise the executed contract between the Port of Portland and Safeware, Inc., effective April 1 , 2021 : I. Vendor Contract — Price Agreement: Goods & Services II. Supplier's Response to the RFP, incorporated by reference DocuSign Envelope ID:238DB,5D7-ED7A-444E-A953-18A6F64A2B4F Contract No. 159469 This number must appear on all invoices PORT OF PORTLAND PRICE AGREEMENT — GOODS & SERVICES Public Safety, Preparedness, Safety Equipment and Solutions. Parties: Port of Portland ("Port") P.O. Box 3529 Portland, Oregon 97208 Safeware, Inc. ("'Provider") 4403 Forbes Blvd Lanham, MD 20706 RECITALS A. The Port issued a Request for Proposals, No. 2020-9189 (the "Solicitation"), inviting offers from potential providers for Public Safety, Preparedness, Safety Equipment and Solutions. B. Provider submitted an offer in response to the Solicitation, offering to provide the item or items described on the attached Schedule 1, Pricing, collectively the ("Goods & Services") under the terms and conditions of this Price Agreement (the "Contract"), C. The Port evaluated all offers and selected Provider as a provider for the Goods and Services. D. The Port of Portland has partnered with OMNIIA Partners, Publlic Sector ("OMNIA Partners") to make the Contract (also known as the "Master Agreement" in materials distributed by OMNIA Partners) available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit ("Public Agencies"), through OMNIA Partners' cooperative purchasing program. AGREEMENT 1 NATURE OF CONTRACT 1.1 This Contract is for Provider's supply of the Goods and Services to the Port, on an as-required basis upon the Port's order. The Port does not guarantee the purchase of any specific quantity of Goods under this Contract and reserves the right to order similar goods and services from other suppliers if it is in the Port's best interests to do so. 1.2 Similar items purchased but not listed Schedule 1 shall be supplied at a minimum 41% discount from the Provider's published list(s) price for goods and a 10% discount for Services. Page I of 9 Contract Number 159469 DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F 2 TERM The term of this Contract shall commence on April 1, 2021 or the date that this Contract is fully executed by both parties, whichever is later, and shall expire on April 1 , 2026, unless sooner terminated under the provisions of this Contract. The Port shall have 2 options, exercisable sequentially and unilaterally by the Port, in its sole discretion, to extend the term of this Contract for one year at a time. The Port may exercise an option to extend the term by giving Provider written notice no later than fourteen calendar days prior to the then-current expiration date. Expiration of the Contract term does not excuse Provider's duty to deliver Goods and Services that were ordered prior to expiration . The Provider shall have the right to enter local "service" agreements with Participating Public Agencies ("PPA") accessing the contract through OMNIA Partners, so long as the effective date of such agreement is prior to the expiration of the Contract. All local agreements may have a full potential term (any combination of initial and renewal periods) not to exceed seven years. 3 PROVIDER'S OBLIGATIONS Provider's obligations under this Contract include, but are not limited to, the following: 3.1 To sell, furnish, and deliver the Goods and Services anywhere the Port may designate within the greater Portland, Oregon metropolitan area, FOB destination, as specified in the attached Schedule 1,Pricing, and Attachment A, Specifications, upon Provider's receipt of an authorized order from the Port. 3.2 To submit reports of all sales activity under this Contract, including descriptions, quantities supplied, and prices charged, in an MS Excel spreadsheet format to the Port's Manager of Contracts and Procurement upon request; and 3.3 To provide the Port's Contract Administrator for this Contract, Bobbi Matthews„ 503-415-6590, Bobbi.Matthews@portofportland.com a minimum of two (2) contact names for Provider including 24 hour-accessible phone numbers (office, home, cellular and/or pager), with full authority to make all necessary shipping arrangements for Goods. The Port will identify the Port representatives which are authorized to place orders against this Contract. 3.4 To comply with all federal, state, and local laws, regulations, and ordinances applicable to this Contract or to Provider's obligations under this Contract, as they may be adopted or amended from time to time. 4 COMPENSATION 4.1 Basis of Compensation The Port will pay for Goods & Services on a price-per-unit basis, as set forth on Schedule 1. Provider acknowledges that such prices include all delivery costs, tariffs, import charges, duties, and all local, State or Federal taxes required to deliver the Goods & Services in accordance with this Contract. 4.2 Total Compensation The total compensation payable under this Contract shall not exceed $100,000.00 per contract year without a written amendment signed by authorized representatives of both parties. Page 2 of 9 Contract Number 159469 DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F 5 PAYMENT Payment will be made within 30 days of receipt of a properly completed invoice delivered pursuant to an authorized order under this Contract. Provider shall include the Contract number on all invoices and shall submit invoices to Accounts Payable, Port of Portland, PO Box 3529, Portland, OR 97208. Invoices may also be submitted to Accounts Payable via email to o invoices . oroorlan .co . 6 DUTY TO INFORM Provider shall give prompt written notice to the Port if, at any time during the performance of this Contract, Provider becomes aware of actual or potential problems, faults, or defects in the Goods, any non-conformance with the Contract, or with any federal, state, or local law, rule, or regulation, or has any objection to any decision or order made by the Port. Any delay or failure on the part of the Port to provide a written response to Provider shall constitute neither agreement with nor acquiescence in Provider's statement or claim and shall not constitute a waiver of any of the Port's rights. 6.1 Representations and Warranties All express and implied warranties that are applicable to goods under ORS Chapter 72 apply to Goods delivered under this Contract. Provider represents and further warrants to the Port that: 6.1.1 the Goods will conform to the specifications set forth in this Contract and be free from material defects; 6.1.2 the Goods will comply with all applicable federal health and safety standards; and 6.1.3 Provider has good title to the Goods, and that Provider conveys the Goods to the Port free from any restriction or condition, and free from any encumbrance, including but not limited to any security interest or lien. Provider will defend title to the Goods against the rightful claim of any person. The warranties specified in this Section 6.1 are in addition to, and not in lieu of, any other warranties provided in this Contract. All warranties are cumulative and shall be interpreted broadly to give the Port the greatest warranty protection available. 6.2 Manufacturer Warranties At no charge to the Port, Provider shall transfer or cause the transfer of all manufacturers' warranties for Goods and component parts, if any, to the Port for the Port's benefit when Provider delivers Goods to the Port. If a conflict or inconsistency exists between a manufacturer's warranty and Provider's warranty, the warranty that provides the greatest benefit and protection to the Port shall prevail. 7 INDEMNIFICATION Provider shall indemnify, defend, reimburse, and hold harmless the Port and the Port's commissioners, officers, employees, and agents for, from and against all claims, suits, actions, losses, damages, liabilities, costs, and expenses of any nature whatsoever, including without limitation reasonable attorney fees, accountant fees, paralegal fees, expert witness fees, escrow fees, fines, environmental costs, and penalties resulting from, arising out of, or in anyway connected with the acts or omissions of Provider or Provider's partners, directors, officers, employees, subcontractors, invitees, or agents under this Contract. Page 3 of 9 Contract Number 159469 DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F 8 DAMAGE TO PORT PROPERTY Provider shall fully compensate the Port for harm to the Port's real or personal property caused by the acts or omissions, negligent or not, of Provider or Provider's partners, directors, officers, employees, subcontractors, invitees, or agents under this Contract. 9 INSURANCE 9.1 Liability Insurance Provider shall maintain occurrence form commercial general liability and automobile liability insurance for the protection of Provider, the Port, its commissioners, employees, and agents. Coverage shall include personal injury, bodily injury, including death, and broad form property damage, including loss of use of property, occurring during or in any way related to Provider's operations, in an amount not less than $1,000,000 combined single limit per occurrence. Such insurance shall reference the Contract number and shall name the Port, its Commissioners, employees, and agents as additional insureds. 9.2 Workers' Compensation Coverage; Employers' Liability Coverage Provider shall maintain workers compensation and employers' liability coverage for all Provider's employees who are subject to Oregon's Workers' Compensation statute (and/or Provider's domicile state, if different), either as a carrier-insured employer or as a self-insured employer as provided by ORS 656.407. If Provider's domicile state is a monopolistic state, employers stop gap liability insurance may be substituted for employers' liability coverage 9.3 Certificates 9.3.1 Certificates Required Prior to full execution of this Contract, Provider shall furnish the Port with: a) certificates referencing this Contract (by number, if known), coverage dates, amount, and type of insurance required by this Contract; and b) a copy of the endorsement or policy provision providing additional insured status under the commercial general liability and automobile liability policies. 9.3.2 Certificate Management; Notice Requirement When the period of Provider's performance under this Contract exceeds the coverage period stated on a certificate, prior to the certificate expiration date Provider or its insurer must furnish updated certificates demonstrating continuous coverage. Provider or its insurer must give the Port not less than thirty (30) days' written notice before cancellation, non-renewal, or material change of any policy (except ten (10) days for non-payment of premium). 10 BREACH OF CONTRACT 10.1 Generally Provider acknowledges that its breach of its obligation to deliver promised quantities of Goods within the time periods set forth in this Contract may result in curtailment or cessation of critical Port operations, and that such curtailment or cessation may cause substantial harm to the Port including without limitation incidental and consequential damages 10.2 Cure; Remedies Page 4 of 9 Contract Number 159469 DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F Provider must cure any breach of this Contract within the shortest reasonable time after Provider first has actual notice of the breach or the Port notifies Provider of the breach, whichever is earlier. If Provider fails to cure a breach in accordance with this subsection, the Port may exercise one or more of the following remedies: 10.3 Substitute Goods The Port may terminate that part of this Contract affected by the breach upon written notice to Provider, may obtain substitute goods in a reasonable manner, and may recover from Provider the amount by which the price for those substitute goods exceeds the price for the terminated Goods. 10.4 Suspension of Orders Pending a decision to terminate all or part of this Contract under this Section, the Port may unilaterally order Provider to suspend all or part of the ordered Goods. If the Port terminates all or part of this Contract after such a suspension, Provider shall be entitled to compensation only for Goods accepted by the Port and delivered as required by this Contract prior to the date of termination but not for any Goods delivered after the Port- ordered suspension date. If the Port suspends certain orders and later requires Provider to resume the delivery of those Goods, Provider shall be entitled to reasonable damages incurred, if any, as a result of the suspension. 10.5 Default If the breach is material, the Port may declare Provider in default, and the Port may pursue any remedy available for a default. 10.6 Recovery of Amounts Due for Breach To recover any amounts Provider owes to the Port due to Provider's material or non- material breach of this Contract, the Port may withhold such amounts from any Port payments to Provider, including but not limited to payments made under this Contract or under any other agreement between the parties. Provider's default under this Contract will be, at the Port's option, a default under any other agreement between the parties. 10.7 Contractual Remedies Not Exclusive The Port shall have all remedies available to the Port under this Contract, at law, and in equity, including reasonable attorneys' fees and costs incurred in any action to enforce the Port's rights under this Contract. All available remedies are cumulative and may be exercised singularly or concurrently. 11 TERMINATION FOR CONVENIENCE The Port may terminate all or part of this Contract at any time for its own convenience by written notice to Provider. Upon termination under this Section, Provider shall be entitled to compensation for all Goods & Services delivered to and accepted by the Port prior to Provider's actual notice of the termination or the receipt of the written notice of termination, whichever is earlier, plus Provider's reasonable costs actually incurred in closing out the Contract. Provider shall not be entitled to compensation for any Goods & Services ordered but not yet delivered and accepted by Port prior to Provider's actual notice of the termination or receipt of written notice of termination. Page 5 of 9 Contract Number 159469 DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F 12 STATUTORILY-REQUIRED PROVISIONS 12.1 Taxes Provider represents and warrants that Provider has complied with the tax laws of the State of Oregon or a political subdivision of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317 and 318. Provider covenants that Provider will continue to comply with the tax laws of the State of Oregon or a political subdivision of the State of Oregon during the term of this Contract. Provider's failure to comply with the tax laws of the State of Oregon or a political subdivision of the State of Oregon before Provider executed this Contract or during the term of this Contract will be a default for which the Port may terminate the Contract and seek damages and other relief available under the terms of this Contract and under applicable law. [Required by ORS 279B.045] 12.2 Payment for Labor or Material As a condition of this Contract, Provider shall make payment promptly, as due, to all persons supplying to Provider labor or material for Provider's performance under this Contract. [Required by ORS 279B.220(1)] 12.3 Contributions to the Industrial Accident Fund As a condition of this Contract, Provider shall pay all contributions or amounts due the Industrial Accident Fund from Provider or Provider's subcontractor incurred in the performance of this Contract. [Required by ORS 279B.220(2)] 12.4 Income Tax Withholding As a condition of this Contract, Provider shall pay to the Oregon Department of Revenue all sums withheld from employees pursuant to ORS 316.167. [Required by ORS 279B.220(4)] 12.5 Workers' Compensation As a condition of this Contract, all subject employers performing services under this Contract are either employers that will comply with ORS 656.017 or employers that are exempt under ORS 656.126. [Required by ORS 279B.230(2)] 12.6 Medical Care for Employees As a condition of this Contract, Provider shall promptly, as due, make payment to any person, co-partnership, association or corporation, furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of Provider, of all sums that Provider agrees to pay for such services and all moneys and sums that Provider collected or deducted from the wages of employees under any law, contract or agreement for the purpose of providing or paying for such services. [Required by ORS 279B.230(1)] 12.7 Liens and Claims Prohibited As a condition of this Contract, Provider shall not permit any lien or claim to be filed or prosecuted against the Port, the state, any county, any school district, any municipality, any municipal corporation, or any subdivision thereof, on account of any labor or material furnished. [Required by ORS 279B.220(3)] 13 MISCELLANEOUS PROVISIONS 13.1 Time of Essence Page 6 of 9 Contract Number 159469 DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F Time is of the essence with respect to all dates and time periods in this Contract. 13.2 Contingencies Neither party will be responsible for failure to perform the party's obligations under this Contract due to contingencies beyond the party's reasonable control, including but not limited to earthquakes, floods, tornadoes, and other acts of nature, fires, epidemics, wars, riots, revolutions, acts of civil or military authorities, sabotage, or nuclear incidents. If any obligation of a party will be delayed by a contingency, the party will promptly notify the other party. Each party will use commercially reasonable efforts to remove the contingency as soon as practicable. 13.3 Law of Oregon; Venue ORS 15.320 provides that Oregon law applies to this Contract. The parties also agree that Oregon law applies to this Contract, even if ORS 15.320 is determined to be inapplicable or invalid, without reference to any conflict of laws provision that would call for the application of the law of any other jurisdiction. Any suit, action, or other proceeding arising out of or related to this Contract shall only be brought in a state or federal court located in Multnomah County, Oregon, which court's jurisdiction shall be exclusive. To the fullest extent permitted by applicable law, Provider shall be deemed to have irrevocably waived any objections to personal jurisdiction, venue, and objections based on forum non convenience, and further agrees to appear and submit to the jurisdiction of such courts in connection with any suit, action or other proceeding arising out of or related to this Contract. 13.4 Successors and Assigns This Contract shall bind the parties and their permitted assignees. 13.5 Provider Identification Provider shall furnish to the Port Provider's employer identification number, as designated by the Internal Revenue Service. 13.6 No Waiver of Legal Rights A waiver by a party of any breach by the other shall not be deemed to be a waiver of any subsequent breach. 13.7 Modification This Contract may be modified only by a writing signed by both parties. No oral modification shall be effective. 13.8 Attorney Fees The prevailing party on a claim shall be entitled to reasonable attorney fees with respect to the claim at trial and on appeal in an action brought with respect to this Contract. 13.9 Permissive Cooperative Procurement Allowed Other public contracting agencies may establish contracts or price agreements under the terms, conditions, and prices of this Contract. Provider agrees to extend the terms, conditions, and prices of this Contract to any purchasing contracting agency, as that term is defined at ORS 279A.200 (1)(h). Contracts or price agreements between Provider and purchasing public contracting agencies are entirely independent of and have no effect upon this Contract. Page 7 of 9 Contract Number 159469 DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F 13.10 Counterparts, Execution, Electronic Signatures This Contract may be executed in counterparts. This Contract may be executed using original signatures, facsimile signatures, or only with the Port's prior approval, Electronic Signatures as defined in the Electronic Signatures in Global and National Commerce Act, that can be authenticated. Under ORS 84.014, Provider's consent is not required for this Contract to be executed using Electronic Signatures. Even if ORS 84.014 is determined to be inapplicable or invalid, Provider grants such consent. 13.11 Integration This Contract contains the entire agreement between the parties regarding the subject matter of this Contract and supersedes all prior written or oral discussions or agreements regarding the subject matter of this Contract. 13.12 Attachments Any exhibits, schedules, and other attachments referenced in this Contract are part of this Contract. 13.13 Authority of Signers The individuals signing below warrant that they have full authority to execute this Contract on behalf of the party for which they sign. [Signature page follows] Page 8 of 9 Contract Number 159469 DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F Provider: Port: Safeware, Inc. Port of Portland DocuSigned by: DocuSigned by: By: By: C63M BC96D41402... 9NUD3972E04AA... Print name: Dar;c Simons Print name: As its: As its: Timolin Abrom C00 Contracts and Procurement Mgr. Date 3/31/2021 Date 3/31/2021 signed: signed: 3016831234 Phone: Approved as to legal sufficiency for the Port of Portland dsimons@safewareinc.com DocuSigned by: Email: i 6 �IV Co 4 Port of Portland Page 9 of 9 Contract Number 159469 �7 t r n •., a a,a- 'IN a a w a —o a s i' ...�....6 . w... ..,...� .A ... d ..em y,,. ..,..d :X V 5 f e f 3 lwi i i I1!1J €� �� �5�� ��_�� ���� � ��1 � Agga i I a.,.s ., a 'a ^3x a '� ftl e3�ti�uYl3 5333��3� 3 n5 n3. �39�CI ll3(IPn-ESn3 tl3 3�53 3 tltl t�tl 'S�u zG 3j 3�u� nSS�a�.: „3'v '�3�3�g ��3'�S n�_L3 3�3€I13 a b3-E?-. 3j ....., r. .. .. .... .. .. ....... ... .. ss 1 110 11a 11 -Milpill 1 , RIN s a a aw 3N*� Saa.ffi U3a ww. wat5'3 NV 6 N f 0 aswa.Ea a *6 All 31 6 wwt n-'a aa! 3i1%a 4'9 ww 4, m 'e63 6 a aaaa n a i�6a U 1649 ae; ' 6 C T C kk kx Ck CiQ ktlT�� � CPaTtl T kT k �k TC .Ea Tkx aQ Y(jtP IICk T k'Y U3p ryp T;C ph ay sppgg €gg g ��gg gg3yy� {{f� yy :^^}},�F gg���yygg Ggg y@gg syy gg{{��,gg s ,�,6� yyggggppgg {{���gg pp�I x» .�� pgg��g s�.yyggpp y@ gggg s BG3Bs di�,���'.,� y S { S { b � S { ttyy k a 1 u �21, Y � did 1" a s y s s s 4 aE. q .. w: •.K OD s + CL w r9 s 9 s3 k 3 s $ fr ss .a s s rs u ¢ gg pp gg pp pp g g e j •�.,.• as a ,aaa ,as ax,,uu�ma c,aaa a;a::a ea:.� a a iaa aP: -atlrcd m:ssa ,tamax s,si��. �,sn s aaa ss a A LO w LO E ma a 6 b � FI HIM M� - , f3 �3_0 H633 5�v C k 8� 4��6'S:85180�Je�; 'go P y� HUM MAUAW� 1 k � r �a LY 18 rF poll sr cv � g a x�Bt a ea do e i rfs ss a A DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F ATTACHMENT A DETAILED SPECIFICATIONS FOR PUBLIC SAFETY CATEGORIES PUBLIC SAFETY, EMERGENCY PREPAREDNESS, SAFETY EQUIPMENT AND SOLUTIONS 1. Personal Protective Equipment Equipment worn to protect the individual from hazardous materials and contamination in the workplace, including a chemical/biological threat environment. Examples include the following: respirators, such as N95 and SCBA; gloves such as medical nitrile gloves and cryogenic gloves; protective clothing, such as isolation gowns and wildland firefighting gear, eye protection, helmets, safety footwear, respiratory protective equipment, SCBA's, and all other protective items worn on the person. 2. Explosive Device Mitigation and Remediation Equipment Equipment providing for the mitigation and remediation of explosive devices in a CBRNE environment such as: • Bomb Search Protective Ensemble for Chemical/Biological Response • Chemical/Biological Undergarment for Bomb Search Protective Ensemble • Cooling Garments to manage heat stress • Robots; Robot Upgrades • Ballistic Threat Body Armor & Helmets • Blast and Ballistic Threat Eye Protection • Blast and Overpressure Threat Ear Protection • Fire Resistant Gloves • Disarmer/Disrupter • Real Time X-Ray Unit, Portable X-Ray Unit • CBRNE Compatible Total Containment Vessel (TCV) • CBRNE Upgrades for Existing TCV • Fiber Optic Kit (inspection or viewing) • Tents, standard or air inflatable for chem/bio protection • Inspection mirrors • Ion Tract Explosive Detector • Z Ray Equipment Page 1 of 7 Contract Number 159469 Attachment A DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F • All other EOD Equipment 3. CBRNE Operational and Search and Rescue Equipment Equipment providing a technical search and rescue capability for a CBRNE environment, such as: • Hydraulic tools; hydraulic power unit • Listening devices, hearing protection • Search cameras (Including thermal and infrared imaging) • Night Vision • Radiological isotope identifying detectors • Breaking devices (Including spreaders, saws, and hammers) • Lifting devices (including air bag systems, hydraulic rams, jacks, ropes, and block and tackle) • Blocking and bracing materials • Evacuation chairs (for evacuation of disabled personnel) • Ventilation fans • All other CBRNE operational and search and rescue equipment 4. Information Technology Equipment and services providing Information Technology, such as: • Servers • Switches • Software • Monitors and wall displays for Real time Crime Centers • Cloud services • All other Information Technology for Emergency and Public Preparedness 5. Cyber Security Enhancement Equipment and Services Equipment and services providing cyber security enhancement, such as: • Secure appliances • Filter switches • Filters • Securer cloud services • All other cyber security enhancement equipment and services for Emergency and Public Preparedness 6. Interoperable Communications Equipment Page 2 of 7 Contract Number 159469 Attachment A DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F Equipment and systems providing connectivity and electrical interoperability between local and interagency organizations to coordinate CBRNE response operations. This includes system design, installation, service, and maintenance. Products include: • CAD / RMS fusion equipment • Software and services • Land/Mobile. Two-way in-suit communications (secure, hands-free, fully duplex, optional), including air-to-ground capability (as required) • Antenna systems • Personnel Alert Safety System (PASS) - (location and physiological monitoring systems optional) • Personnel Accountability Systems • Individual/portable radios, software radios, portable repeaters, radio interconnect systems, satellite phones, batteries, chargers, and battery conditioning systems • Computer systems designated for use in an integrated system to assist with detection and communication efforts (must be linked with integrated software packages designed specifically for chemical and/or biological agent detection and communication purposes) • Portable Meteorological Station (monitors temperature, wind speed, wind direction and barometric pressure at a minimum) • Commercially available crisis management software • Mobile Display Terminals • All other interoperable communications equipment 7. Detection Equipment Equipment to sample, detect, identify, quantify, and monitor for chemical, biological, radiological/nuclear, and explosive agents throughout designated areas or at specific points. Such items include: • Bioassays • PID • Radiation Detection • PCR • All other detection equipment Page 3 of 7 Contract Number 159469 Attachment A DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F 8. Decontamination Equipment Equipment and material used to clean, remediate, remove, or mitigate chemical and biological contamination. Such items include: • Decontamination system for individual and mass application with environmental controls, water heating system, showers, lighting, and transportation (trailer) • Decon7/Extraction Litters/roller systems • Runoff Containment Bladder(s), decontamination shower waste collection with intrinsically-safe evacuation pumps, hoses, connectors, scrub brushes, nozzles • Spill containment devices • Overpack drums • Cadaver bags • Hand carts • Waste water classification kits/strips • HEPA vacuum for dry decontamination • Disinfectants • Shelters • Modesty kits • All other decontamination equipment 9. Medical Medical supplies, such as: • Trauma kits • Tourniquets • Tactical medical kits • AED's (Portable, personal, and medical automatic external defibrillators, AED trainers, accessories, and replacement parts) • First aid kits, refills, and blood borne pathogen response kits • Burn care • Medicinals such as antacids, aspirin, non-aspirin pain relief, cold and sinus medication • Skin care products such as heavy-duty cleansers, medicated and protective skin creams, insect repellents, poison ivy relief, sunscreen • Heat-Stress relief such as fluid replacement drinks and coolers • All other medical supplies related to emergency and public preparedness Page 4 of 7 Contract Number 159469 Attachment A DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F 10. Power Equipment used to provide power, such as: • Generators • Batteries • All other equipment to provide power 11. CBRNE Reference Materials Reference materials designed to assist emergency first responders in preparing for and responding to a CBRNE incident. This includes but is not limited to the following: • Jane's books • Training books, including but not limited to, NFPA Guide to hazardous materials, NIOSH Hazardous Materials Pocket Guide, North American Emergency Response Guide, First Responder Job Aids, etc. • Reference and training videos • All other CBRNE reference materials 12. CBRNE Incident Response Vehicles Any emergency and public preparedness vehicles, including: Command vehicles, hazmat rigs, bomb trucks, armored vehicles, ATV's, and all other CBRNE incident response vehicles. 13. Terrorism Incident Prevention Equipment Any emergency and public preparedness terrorism incident prevention equipment including: area monitoring, situational awareness equipment, CWA, stand-off detection, and all other terrorism incident prevention equipment 14. Physical Security Enhancement Equipment Any equipment, such as CCTV, access control, LPR, radar and all other physical security enhancement equipment, including installation necessary to enhance the physical security of critical infrastructure such as system design, installation, service, and maintenance Page 5 of 7 Contract Number 159469 Attachment A DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F 15. Inspection and Screening Systems • Millimeter • X Ray • Gamma Ray • Thermal • Infrared • Proximity • All other inspection and screening systems 16. Animal and Plants Any animal and plants such as bomb sniffing dogs, drug sniffing dogs and all other animal and plants for the provision of emergency and public preparedness. 17. CBRNE Prevention and Response Watercraft Watercraft equipment and any services such as CBRNE boats, box boats and all other CBRNE prevention and response watercraft. 18. CBRNE Aviation Equipment Aviation equipment and any services such as helicopters and associated maintenance, UAV, UAW and accessories, drones, aviation mapping, software and all other CBRNE aviation equipment. 19. CBRNE Logistical Support Equipment Logistical support equipment and any services such as control and command vehicles, NIMS accessories, traffic control items and all other CBRNE logistical support equipment. 20. Intervention Equipment • Ballistic protection • Situational awareness equipment • All other intervention equipment Page 6 of 7 Contract Number 159469 Attachment A DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F 21. Related Products and Services Any related emergency and public preparedness equipment, supplies, and services offered by supplier. 22. All Other Non-Listed Emergency and Public Preparedness, Law Enforcement, and Fire Equipment available through Supplier Equipment, supplies, materials, and services supplier offers but does not appear specifically in the above categories. Page 7 of 7 Contract Number 159469 Attachment A lns rance Fora"ic3 ...............................................................� 2018 Edition GENERAL LIABILITY INSURANCE REQUIREMENTS FOR CONTACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor will 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: $1,000,000 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. GL3 Administrative Instruction 7500.8 56 2018 Edition BUSINESS AUTOMOBILE LIABILTY INSURANCE REQUIREMENTS FOR CONTACT BETWEEN MONROE COUNTY, FLORIDA AND Recognizing that the work governed by this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Business Automobile Liability Insurance. Coverage will be maintained throughout the life of the contract and include, as a minimum, liability coverage for: Owned, Non-Owned, and Hired Vehicles The minimum limits acceptable is: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable are: $ 500,000 per Person $1,000,000 per Occurrence $ 100,000 Property Damage The Monroe County Board of County Commissioners will be named as Additional Insured on all policies issued to satisfy the above requirements. VL3 Administrative Instruction 7500.8 1 2018 Edition WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY,FLORIDA AND Prior to the commencement of work governed by this contract,the Contractor will obtain Workers' Compensation Insurance with limits sufficient to respond to the 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: $1,000,000 Bodily Injury by Accident $1,000,000 Bodily Injury by Disease, policy limits $1,000,000 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. WC3 Adminisu-Ave Instruction 7500.7 89 20 18 Edition CYBER LIABILITY]INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND 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 minimurn limits acceptable is: $1,000,000 CLI Administrative Instruction 7500.8 44 SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE W Safeware Inc (Company) "...warrants that he/it has not employed, retained or otherwise had act on his/her 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." (Signature) Date: 12/10/2021 STATE OF: Maryland COUNTY OF: Prince Georges Subscribed and sworn to (or affirmed) before me, by means of EKphysical presence or ❑ online notarization, on 12/10/2021 (date) by Thomas F. Nairn Jr (name of affiant). He/She ' personally known to me or has produced (type of identification) as identification. ®10 o: 1/�4f t//tlprjtt �a ® � w l N ARY PUBLIC 2 ; - My Commission Expires Easton "-r0, 1 � L% PRINCE�u�U1R&vlQn coliffy W COMMISSION EXPIRES May 7,2M F5 G `,.�. rrrrrren ubk,,%0® NON-COLLUSION AFFIDAVIT 1, Thomas F. Nairn, Jr. of the city of Lanham, MD according to law on my oath, and under penalty of perjury, depose and say that a. I am Vice President of the firm of Safeware Inc the bidder making the Proposal for the project described in the Request for Proposals for Monroe County, FL and that I executed the said proposal with full authority to do so; b. the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; C. unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and d. no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; e. the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. - � (Signature) Date: 12/10/2021 STATE OF: Maryland COUNTY OF: Prince Georges Subscribed and sworn to (or affirmed) before me, by means of a(physical presence or ❑ online notarization, on 1211012021 (date) by Thomas F. Nairn Jr. (name of affiant). He/She i ersonal known to me or has produced (type of identification) as identification. ® - ,,• PCy •. X RY PUB-IC " " °® - My Commission Expires PRINCE EORR�Sp UNYY L t lute COMMISSION E17(I'1RES May 7.2M .` ``ltfil llifli{Ir'®`ti'i DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: Safeware Inc (Name of Business) 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. w; _ 27 (Signature) 4_,r Date: 12/10/2021 STATE OF: Maryland COUNTY OF: Prince Georges Subscribed and sworn to (or affirmed) before me, by means of IKphysical presence or ❑ online notarization, on 12/10/2021 (date) by Thomas F. Nairn Jr. (name of affiant). He1She is rso , known to me or has produced (type of identification) as identification. is r` 1 IV p] 1+� ``t`` iteiiirit®aea®aar q al 1 L I a°°` ! +a _ s® '� � ' `'rR NOTARY PUBLIC °. T Stec Easton My Commission Expire : ° PUM ic POUNCE NEORGVS COUNTY .` =�C `, &E3 L 1 ,` z MY COMMISSION EXPIRES May 7,2022 GES JJtJJ+li4i lt`i®44'®ai 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 leases 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 and state that neither _Thomas F. Nairn, Jr ,_, (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. K � , q (Signature) Date: 12/10/2021 STATE OF: Maryland COUNTY OF: Prince Georges Subscribed and sworn to (or affirmed) before me, by means of CK physical presence or ❑ online notarization, on 12/10/2021 byM '. ti _ _ (name of affiant). He/She i personal) kn to me or has produced (type of identification) as identification. 14, TARY UBLIC My Commission Expire : Stecssr MAR E.a� PRINCE GEORGE'8 COUNTY `gin`asawai®e'r�rr liAhfCOMM1S51ON RE5Mdy7,2D22 `� rr ® C, r ��}pjgg`ry`f n ®` LIC d® r`rareab o,stassaso VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS Project Description(s): Respondent Vendor Name: Safeware Inc VendorFEIN: 52-1152883 Vendor's Authorized Representative Name and Title: Thomas F.Nairn,Jr. Vice President Address: 4403 Forbes Blvd City: Lanham State: MD zip: 20706 Phone Number: 301-683-1234 Email Address: tnairn@safewareinc.com 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 authorized 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 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: Thomas F.Nairn,Jr , who is authorized to sign on behalf of the bove r renced corn m- Authorized Signature: Print Name: Thomas F.Nairn,Jr Title: Vice President Note:The List are available at the following Department of Management Services Site: http://www.dms.invflorida.com/business_operationsfstateRurchasin vendor_information/convicted sus ended discriminatory complaints vendor lists -'� SAFEINC-03 MAXU CERTIFICATE OF LIABILITY INSURANCE DATE 8/232021/2021 �•� 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 License#OC36861 CONTACT Danielle Harris NAME: Lanham-Alliant Ins Svc Inc PHONE FAX 9901 Business Pkwy Ste B (A/C,No,Ext): (A/C,No): Lanham,MD 20706 E-MAIL-ADDRESS:danielle.harris@alliant.com INSURERS AFFORDING COVERAGE NAIC# INSURERA:ACE American Insurance Company 22667 INSURED INSURER B:Great Northern Insurance Company 20303 Safeware,Inc. INSURERC:Indian Harbor Insurance Company 36940 4403 Forbes Blvd INSURERD:Federal Insurance Company 20281 Lanham,MD 20706 Travelers Casual and Sure Company of America INSURER E: Casualty Surety p Y 31194 INSURER F: COVERAGES CERTIFICATE NUMBER: 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 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 TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MWDD/YYYY MWDD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE OCCUR G71540856 003 7/1/2021 7/1/2022 rl DAMAGE TO RENTED 100,000 PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 5,000 Approved Risk Management v4ith Attachments 1,000,000 PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: �" ""� �"— `"�G= ✓� GENERAL AGGREGATE $ 2,000,000 X POLICY El JJECT1:1 LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: 8-23-2021 EBL AGGREGATE $ 1,000,000 B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO 73609894 7/1/2021 7/1/2022 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ C UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 X EXCESS LIAB CLAIMS-MADE SXS0059397 7/1/2021 7/1/2022 AGGREGATE $ DED RETENTION$ General Agg $ 5,000,000 D WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N 71764145 7/1/2021 7/1/2022 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ E Cyber Liability 105648936 7/1/2021 7/1/2022 Limit 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate holder is additional insured with respect to: 1)general liability for products,ongoing operations and completed operations;and 2)automobile liability both to the extent required by written contract subject to policy terms,conditions,exclusions and limits. General and automobile liability policies permit waiver of subrogation prior to loss. Applicable policy forms are attached or available on written request. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The Monroe County Board of County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty ty ACCORDANCE WITH THE POLICY PROVISIONS. 1111 12th St.,Suite 408 Key West,FL 33040 AUTHORIZED REPRESENTATIVE Ile- ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER:G71540856 003 COMMERCIAL GENERAL LIABILITY CG 20 15 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - VENDORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) (Vendor) Your Products All Vendors All Products Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to demonstration, testing, or the substitution of include as an additional insured any person(s) or parts under instructions from the organization(s) (referred to throughout this manufacturer, and then repackaged in the endorsement as vendor) shown in the Schedule of original container; this endorsement, but only with respect to liability e. Any failure to make such inspections, for "bodily injury" or "property damage" arising out adjustments, tests or servicing as the of "your products" shown in the Schedule of this vendor has agreed to make or normally endorsement which are distributed or sold in the undertakes to make in the usual course of regular course of the vendor's business. business, in connection with the distribution However: or sale of the products; 1. The insurance afforded to such vendor only f. Demonstration, installation, servicing or applies to the extent permitted by law; and repair operations, except such operations performed at the vendor's premises in 2. If coverage provided to the vendor is required connection with the sale of the product; by a contract or agreement, the insurance afforded to such vendor will not be broader g. Products which, after distribution or sale by than that which you are required by the you, have been labeled or relabeled or contract or agreement to provide for such used as a container, part or ingredient of vendor. any other thing or substance by or for the vendor; or B. With respect to the insurance afforded to these vendors, the following additional exclusions apply: h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for 1. The insurance afforded the vendor does not its own acts or omissions or those of its apply to: employees or anyone else acting on its a. "Bodily injury" or "property damage" for behalf. However, this exclusion does not which the vendor is obligated to pay apply to: damages by reason of the assumption of (1) The exceptions contained in liability in a contract or agreement. This Subparagraphs d. or f.; or exclusion does not apply to liability for damages that the vendor would have in the (2) Such inspections, adjustments, tests or absence of the contract or agreement; servicing as the vendor has agreed to make or normally undertakes to make in b. Any express warranty unauthorized by you; the usual course of business, in c. Any physical or chemical change in the connection with the distribution or sale product made intentionally by the vendor; of the products. d. Repackaging, except when unpacked solely 2. This insurance does not apply to any insured for the purpose of inspection, person or organization, from whom you have CG 20 15 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. C. With respect to the insurance afforded to these vendors, the following is added to Section III — Limits Of Insurance: If coverage provided to the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Page 2 of 2 © Insurance Services Office, Inc., 2018 CG 20 15 12 19 POLICY NUMBER:G71540856 003 COMMERCIAL GENERAL LIABILITY CG 20 18 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - MORTGAGEE, ASSIGNEE OR RECEIVER This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name(s) Of Person(s) Or Organization(s) Designation Of Premises As required by written contract/loan requirements, provided contract/loan is executed prior to loss. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of the premises by you and shown in the Schedule. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III—Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 18 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER:G71540856 003 COMMERCIAL GENERAL LIABILITY CG 20 26 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any Person or Organization where required by written contract signed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to This endorsement shall not increase the include as an additional insured the person(s) or applicable limits of insurance. organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III—Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. CG 20 26 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: G71540856 003 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Where required by written contract, signed by both parties prior to loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 0 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM borrow in your business or your personal This endorsement modifies the Business Auto Coverage Form. affairs. 1. EXTENDED CANCELLATION CONDITION C. Lessors as Insureds Paragraph A.2.b.—CANCELLATION -of the Paragraph A.1.—WHO IS AN INSURED—of COMMON POLICY CONDITIONS form IL 00 17 is SECTION II— LIABILITY COVERAGE is deleted and replaced with the following: amended to add the following: b. 60 days before the effective date of cancellation if e. The lessor of a covered "auto"while the we cancel for any other reason. "auto" is leased to you under a written 2. BROAD FORM INSURED agreement if: A. Subsidiaries and Newly Acquired or Formed (1) The agreement requires you to Organizations As Insureds provide direct primary insurance for The Named Insured shown in the Declarations is the lessor; and amended to include: (2) The "auto" is leased without a driver. 1. Any legally incorporated subsidiary in which Such leased "auto"will be considered a you own more than 50% of the voting stock on covered "auto"you own and not a covered the effective date of the Coverage Form. "auto"you hire. However, the Named Insured does not include However, the lessor is an "insured" only any subsidiary that is an "insured" under any for"bodily injury" or"property damage" other automobile policy or would be an resulting from the acts or omissions by: "insured" under such a policy but for its 1. You; termination or the exhaustion of its Limit of 2. Any of your"employees" or agents; Insurance. or 2. Any organization that is acquired or formed by 3. Any person, except the lessor or you and over which you maintain majority any"employee" or agent of the ownership. However, the Named Insured lessor, operating an "auto"with the does not include any newly formed or acquired permission of any of 1. and/or 2. organization: above. (a)That is an "insured" under any other D. Persons And Organizations As Insureds automobile policy; Under A Written Insured Contract (b)That has exhausted its Limit of Insurance Paragraph A.1 —WHO IS AN INSURED—of under any other policy; or SECTION II— LIABILITY COVERAGE is (c) 180 days or more after its acquisition or amended to add the following: formation by you, unless you have given f. Any person or organization with respect to us written notice of the acquisition or the operation, maintenance or use of a formation. covered "auto", provided that you and Coverage does not apply to "bodily injury" or such person or organization have agreed "property damage"that results from an "accident" under an express provision in a written that occurred before you formed or acquired the "insured contract", written agreement or a organization. written permit issued to you by a B. Employees as Insureds governmental or public authority to add Paragraph A.1.—WHO IS AN INSURED—of such person or organization to this policy SECTION II— LIABILITY COVERAGE is amended to as an "insured". add the following: However, such person or organization is d. Any"employee" of yours while using a an "insured" only: covered "auto"you don't own, hire or Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER For policies or exposure in Missouri. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 07-01-21 Policy No. 71764145 Endorsement No. Insured SAFEWARE, INC. Premium$ Incl. Insurance Company Federal Insurance Company Countersigned By WC 00 03 13 (Ed.4-84) C 1983 National Council on Compensation Insurance. UnderwiiWr Copy Workers'Compensation and Employers' Liability Policy Named Insured Endorsement Number SAFEWARE,INC- Policy Number 5 Policy Period Effective Date of Endorsement 07/0112021 TO 07101/2022 07/01/2021 Issued By(Name of Insurance Company) Federal Insurance Company Insert the policy number-The remainder of the information is to be completed only when this endorsement is issued subsequent to the prepa�ratjon of the poky. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1 (0) Specific Waiver Name of person or organization (0) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL CALIFORNIA OPERATIONS 1 Premium: The premium charge for this endorsement shall be 1% percent of the California premium developed on payroll in connection with work performed for the above person(s)or organization(s)arising out of the operations described. 4. Minimum Premium: Authorized Representative WC 90 03 75(05/18) UnderwiiWr Copy WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 B (Ed. 6-14) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. (E-i) Specific Waiver Name of person or organization (N) Blanket Waiver ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER 2, Operations: ALL TEXAS OPERATIONS 1 Premium: The premium charge for this endorsement shall be 2% percent of the premium developed on payroll in connection with work performed for the above person(s)or organization(s)arising out of the operations described. 4. Advance Premium: This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated, (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 07-01-21 Policy No. 71764145 Endorsement No, Insured SAFEWARE, INC. Premium$ Incl. Insurance Company Federal Insurance Company Countersigned By WC 42 03 04 B (Ed 6-14) @Copyright 2014 National Council on Compensation Insurance,Inc.All Rights Reserved. UnderwiiWr Copy (1) with respect to the operation, d. Rental Expense maintenance or use of a covered We will pay the following expenses that you or "auto"; and any of your"employees" are legally obligated (2) for"bodily injury" or"property damage" to pay because of a written contract or caused by an "accident"which takes agreement entered into for use of a rental place after: vehicle in the conduct of your business: (a) You executed the "insured MAXIMUM WE WILL PAY FOR ANY ONE contract" or written agreement; or CONTRACT OR AGREEMENT: (b) The permit has been issued to 1. $2,500 for loss of income incurred by the you. rental agency during the period of time that 3. FELLOW EMPLOYEE COVERAGE vehicle is out of use because of actual EXCLUSION B.S. - FELLOW EMPLOYEE—of SECTION II— LIABILITY COVERAGE does not apply. damage to, or"loss" of, that vehicle, including pp y. income lost due to absence of that vehicle for 4. PHYSICAL DAMAGE—ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE use as a replacement; Paragraph AA.a.—TRANSPORTATION EXPENSES 2. $2,500 for decrease in trade-in value of the —of SECTION III — PHYSICAL DAMAGE rental vehicle because of actual damage to COVERAGE is amended to provide a limit of$50 per that vehicle arising out of a covered "loss"; and day for temporary transportation expense, subject to a 3. $2,500 for administrative expenses incurred maximum limit of$1,000. by the rental agency, as stated in the contract 5. AUTO LOAN/LEASE GAP COVERAGE or agreement. Paragraph A. 4.—COVERAGE EXTENSIONS-of 4. $7,500 maximum total amount for paragraphs SECTION III—PHYSICAL DAMAGE COVERAGE is 1., 2. and 3. combined. amended to add the following: 7. EXTRA EXPENSE—BROADENED COVERAGE c. Unpaid Loan or Lease Amounts Paragraph A.4. —COVERAGE EXTENSIONS—of In the event of a total "loss"to a covered "auto", we will SECTION III—PHYSICAL DAMAGE COVERAGE pay any unpaid amount due on the loan or lease for a is amended to add the following: covered "auto" minus: e. Recovery Expense 1. The amount paid under the Physical Damage We will pay for the expense of returning a Coverage Section of the policy; and stolen covered "auto"to you. 2. Any: 8. AIRBAG COVERAGE a. Overdue loan/lease payments at the time of Paragraph B.3.a. - EXCLUSIONS—of SECTION the "loss"; III— PHYSICAL DAMAGE COVERAGE does not b. Financial penalties imposed under a lease for apply to the accidental or unintended discharge of excessive use, abnormal wear and tear or an airbag. Coverage is excess over any other high mileage; collectible insurance or warranty specifically c. Security deposits not returned by the lessor: designed to provide this coverage. d. Costs for extended warranties, Credit Life 9. AUDIO, VISUAL AND DATA ELECTRONIC Insurance, Health, Accident or Disability EQUIPMENT- BROADENED COVERAGE Insurance purchased with the loan or lease; Paragraph C.1.b. —LIMIT OF INSURANCE-of and SECTION III - PHYSICAL DAMAGE is deleted e. Carry-over balances from previous loans or and replaced with the following: leases. b. $2,000 is the most we will pay for"loss" in any We will pay for any unpaid amount due on the loan or one "accident"to all electronic equipment that lease if caused by: reproduces, receives or transmits audio, visual 1. Other than Collision Coverage only if the or data signals which, at the time of"loss", is: Declarations indicate that Comprehensive (1) Permanently installed in or upon the Coverage is provided for any covered "auto"; covered "auto" in a housing, opening or 2. Specified Causes of Loss Coverage only if the other location that is not normally used by Declarations indicate that Specified Causes of the "auto" manufacturer for the installation Loss Coverage is provided for any covered "auto"; of such equipment; or (2) Removable from a permanently installed 3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any housing unit as described in Paragraph covered "auto. 2.a. above or is an integral part of that 6. RENTAL AGENCY EXPENSE equipment; or Paragraph A. 4.—COVERAGE EXTENSIONS—of (3) An integral part of such equipment. SECTION III—PHYSICAL DAMAGE COVERAGE is amended to add the following: 10. GLASS REPAIR—WAIVER OF DEDUCTIBLE Form: 16-02-0292 (Rev. 11-16) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" Under Paragraph D. - DEDUCTIBLE—of their rights of recovery against such person or SECTION III—PHYSICAL DAMAGE COVERAGE organization under a contract or agreement the following is added: that is entered into before such "loss". No deductible applies to glass damage if the glass To the extent that the "insured's" rights to is repaired rather than replaced. recover damages for all or part of any 11.TWO OR MORE DEDUCTIBLES payment made under this insurance has not Paragraph D.- DEDUCTIBLE—of SECTION III— been waived, those rights are transferred to PHYSICAL DAMAGE COVERAGE is amended to us. That person or organization must do add the following: everything necessary to secure our rights and If this Coverage Form and any other Coverage must do nothing after"accident" or"loss"to Form or policy issued to you by us that is not an impair them. At our request, the insured will automobile policy or Coverage Form applies to the bring suit or transfer those rights to us and same "accident", the following applies: help us enforce them. 1. If the deductible under this Business Auto Coverage Form is the smaller(or smallest) 14. UNINTENTIONAL FAILURE TO DISCLOSE deductible, it will be waived; or HAZARDS 2. If the deductible under this Business Auto Paragraph B.2. —CONCEALMENT, Coverage Form is not the smaller(or smallest) MISREPRESENTATION or FRAUD of SECTION deductible, it will be reduced by the amount of IV—BUSINESS AUTO CONDITIONS- is deleted the smaller(or smallest)deductible. and replaced with the following: If you unintentionally fail to disclose any hazards 12. AMENDED DUTIES IN THE EVENT OF existing at the inception date of your policy, we will ACCIDENT, CLAIM, SUIT OR LOSS not void coverage under this Coverage Form Paragraph A.2.a. - DUTIES IN THE EVENT OF because of such failure. AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV- BUSINESS AUTO CONDITIONS is 15. AUTOS RENTED BY EMPLOYEES deleted and replaced with the following: Paragraph B.S. - OTHER INSURANCE of a. In the event of"accident", claim, "suit" or SECTION IV—BUSINESS AUTO CONDITIONS - "loss", you must promptly notify us when the is amended to add the following: "accident" is known to: e. Any"auto" hired or rented by your"employee" (1) You or your authorized representative, if on your behalf and at your direction will be you are an individual; considered an "auto" you hire. If an (2) A partner, or any authorized "employee's" personal insurance also applies representative, if you are a partnership; on an excess basis to a covered "auto" hired (3) A member, if you are a limited liability or rented by your"employee" on your behalf company; or and at your direction, this insurance will be (4) An executive officer, insurance manager, primary to the "employee's" personal or authorized representative, if you are an insurance. organization other than a partnership or 16. HIRED AUTO—COVERAGE TERRITORY limited liability company. Paragraph B.7.b.(5). - POLICY PERIOD, Knowledge of an "accident", claim, "suit" or COVERAGE TERRITORY of SECTION IV— "loss" by other persons does not imply that the BUSINESS AUTO CONDITIONS is deleted and persons listed above have such knowledge. replaced with the following: Notice to us should include: (5)A covered "auto" of the private passenger (1) How, when and where the "accident" or type is leased, hired, rented or borrowed "loss" occurred; without a driver for a period of 45 days or (2) The "insured's" name and address; and less; and (3) To the extent possible, the names and 17. RESULTANT MENTAL ANGUISH COVERAGE addresses of any injured persons or Paragraph C. of-SECTION V—DEFINITIONS is witnesses. 13. WAIVER OF SUBROGATION deleted and replaced by the following: Paragraph A.S. -TRANSFER OF RIGHTS OF "Bodily injury" means bodily injury, sickness or RECOVERY AGAINST OTHERS TO US of disease sustained by any person, including SECTION IV—BUSINESS AUTO CONDITIONS is mental anguish or death as a result of the "bodily deleted and replaced with the following: injury" sustained by that person. 5. We will waive the right of recovery we would otherwise have against another person or organization for"loss"to which this insurance applies, provided the "insured" has waived Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission"