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05/12/2023 Agreement Monroe County Purchasing Policy and Procedures COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contractyvith Breed Art LLC ............... Contmct Effective Date: Upon Notice to Proceed NTP)' Expiration Date. Seven(7)days after NTP Contract Purpose/Description: To s,tfe� -and professionally de-install and put into storage three µlarge hand Wptet,glazed ceramic mosaics located at the Key West International Airport; The location of the artwork in the current passenger hold room is being impacted by the Concourse A project.' Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Beth Leto 5239 1 irpo Stop 5 CONTRACT COSTS Total Dollar Value of Contract: $ 49,500.00 Current Year Portion: $49,500.00 (must be$100,000.00 or less) —• - — (If multiyear agreement then -•••� requires BOCC approval,unless the 100,00000,l1 Icss) Budgeted? YesX No Grant: $ County Match: $ _ Fund/Cost Center/S end Cate or : 404-63001-530310-SC 00036 ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance Re uired: YES R NO ❑ CONTRACT REVIEW Reviewer Date In Department Head Signature: Richard Strickland - -- ._.. County Attorney Signature: N 'Gx' Risk Management Signature: Abreu 0." a3 sh 1�y 4,1 Purchasing Signature: Lisa . """". 0,"0 D gilally 'g ed by John Quinn OMB Signature: ,John Quinn Date:202305,1115:2054-04'00' Comments: Revised BOCC 4/19/2023 Page 84 of 105 AGREEMENT FOR ART DE-INSTALLATION BREED ART LLC. MONROE COUNTY This Agreement is made .and entered into between MONROE COUNTY, FLORIDA ("COUNTY'), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and BREED ART, LLC, ("CONTRACTOIVI, a Florida Limited Liability Company, whose principal address is 3300 NE 36" Street, Suite 1419, Ft. Lauderdale,FL 33308. WHEREAS,The Key West International Airport(Airport)is engaged in a"Concourse A" and Terminal Improvements Project that calls of the construction of a new terminal and renovation of the existing secure departures hold area and baggage claims area; and WHEREAS,the Airport in general and the secure departures hold area house artwork that is curated and overseen by Monroe County Art in Public Places(AIPP); and WHEREAS, it is the intent of the Board of County Commissioners ("BOCC") to enrich culturally and benefit the citizens of this County through public art projects;and WHEREAS,the COUNTY desire to safekeep the art located in the secure departures hold area during the"Concourse A'and Terminal Improvements Project for exhibition in the renovated and newly constructed terminals; and WHEREAS, COUNTY desires to retain the services of the CONTRACTOR to provide de-installation services for a particularly large and intricate piece of art located in; and WHEREAS, COUNTY desires to retain the services of the CONTRACTOR to provide de-installation services for a particularly large and intricate piece of an located in the secure departures hold area;and WHEREAS,the CONTRACTOR is qualified and comes highly recommended;and WHEREAS, CONTRACTOR desires and is able to provide the de-installation services required by the COUNTY. NOW, THEREFORE, in consideration of the mutual covenants and promises contained. herein,the parties have entered into this Agreement on the terms and conditions as set forth below: 1. THE AGREEMENT The Agreement consists of this document, the CONTRACTOR'S Proposal, all executed. applicable Monroe County forms, Contractor's insurance documents, invoices, and any amendments issued after execution of this Agreement. 2. SCOPE OF SERVICE'S The CONTRACTOR. shall perform all work and services as necessary, and furnish all labor, 1 supplies,materials, tools, equipment,transportation, and any incidentals thereto, for removal of the specific artwork as follows: "THREE LARGE HAND SCULPTED GLAZED CERAMIC MOSAICS BY NAN THURN KITCHENS AT THE KEY WEST INTERNATIONAL AIRPORT, KEY WEST,D/WA ARCHITECTURAL CLAYWORKS,MONROE COUNTY,FLORIDA The Project is located at 3491 South Roosevelt, Key West, Florida 33040. Services shall be performed in a professional manner and in strict compliance with all terms and conditions in this Agreement.CONTRACTOR shall provide de-installation services ofthree(3)large hand sculpted glas,ed ceramic mosaics by Nan Thum Kitchens. CONTRACTOR shall confer with and coordinate activities with the Executive Director of the Florida Keys Council of the Arts (FKCA) Elizabeth'Young,in order to ensure proper de-installation and storage of the artworks. The CONTRACTOR shall be responsible to secure and pay for any necessary permits and approvals to perform the work during;the term of this contract, which:may include: Monroe County Building Department and any other permitting or regulatory agencies as possible, The CONTRACTOR. shall provide to COUNTY a de-installation schedule prior to commencing work. 3. CQNTRACT AMOUNT The COUNTY shall pay Contractor an amount not to exceed Forty-fie Thousand Five Hundred and 00/100($49,500.00)Dollars for the faithful performance of the Contract,in lawful. money of the United States, in two (2)phases for all materials and services for completion of all removal and de-installation work as may be necessary to finish this Project. There shall be no additional fees paid beyond the contract amount set forth herein. 4. PAYMENT TO CONT'RAC, QR A. Acceptance of payment by the CONTRACTOR shall constitute a waiver of all claims against the COUNTY by the CONTRACTOR., B. COUNTY'S performance and obligation to pay under this, Agreement, is contingent upon an annual appropriation by the Board of County Commissioners. C. COUNTY shall pay in accordance with the Florida Local Government Prompt Payment Act, as set forth in Florida Statutes, Section 218.735; final payment will be made after delivery and inspection by COUNTY and upon submission of a proper invoice by CONTRACTOR to support completion of Project. The Executive Director ofFKCA shall review and approve all lnvoices prior to their submission to the Clerk for payment. D. CONTRACTOR shall submit to COUNTY invoices with supporting documentation acceptable to the Clerk, upon full execution of the Agreement as Phase 1 and upon completion as Phase H. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the Clerk's disbursal of funds. Final payment request must be submitted no later than thirty (30) 2 days after the completion of the Project. E. CONTRACTOR shall invoice the COUNTY at the following rates: Mobilization - $5,000 upon execution of the contract and submission of the de- installation plan and de-installation schedule. Labor- $115.00/hr. Materials—Cost Equipment—Cost Lodging Cost Administrative — CONTRACTOR may invoice COUNTY a lump sum fee of $3,500.00 with no additional documentation required. F. Upon receipt by the COUNTY of an Invoice for each of the two (2) phases and documentation to satisfy the Clerk that the appropriate phase has been completed, payment shall be made for the following phases at the referenced rates: 1) Phase I, CONTRACTOR shall submit a proper Invoice with a de-installation plan and a schedule showing the number of personnel and the number of hours required to perform the work. Upon submission of the Phase I invoice, COUNTY shall pay CONTRACTOR Five thousand and 00/100($5,000.00)Dollars for mobilization, 2) Phase II: CONTRACTOR shall submit a proper Invoice, along with a minimum of six. (6) photographs, and certification from the Executive Director of Airports or his designee that the Scope of Work for this Project has been completed. The final payment in Phase I[ shall be no greater than Forty-four thousand five hundred and 00/1.00 ($44,500.00) Dollars. Payment of Phase 11 is contingent upon the determination that the Scope of Work for the Project is completed and that an original invoice and documentation necessary to support the completion of the work has been submitted. 5. TERM OF AGREEMENT This Agreement shall commence upon approval of the Agreement and notification to the CONTRACTOR of such approval and shall terminate upon final completion of the Project which shall be no more than seven (7) days thereafter, u nI e s s terminated earlier under P 2rgraph 20 of this Agreement. 6. ACCEPTANCE OF CONDITIONS BY CONTRACTOR CONTRACTOR has, and shalll maintain throughout the term of this Agreement, appropriate licenses.Proof of such licenses and approvals shall be submitted to the COUNTYuponrequest. 3 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 seven (7) years from the termination of this Agreement or for a period of three(3)years from the submission of the final. expenditure report as per 2 C.F.R. §200.33, if applicable, whichever is greater. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for seven(7)years following the termination of this Agreement. Right to Audit Availability of Records. The records of the parties to this Agreement relating to the Project, which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files (including proposals of successful and unsuccessful bidders,bid recaps,bidding instructions,bidders list, etc.); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); backcharge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned,insurance rebates and dividends;any other supporting evidence deemed necessary by County or the Monroe County Office of the Clerk of Court and Comptroller (hereinafter referred to as "County Clerk") to substantiate charges related to this agreement, and all other agreements, sources of information and matters that may in County's or the County Clerk's reasonable judgment have any bearing on or pertain to any matters,rights, duties or obligations under or covered by any contract document (all foregoing hereinafter referred to as"Records') shall be open to inspection and subject to audit and/or reproduction by County's representative and/or agents or the County Clerk. County or County Clerk may also conduct verifications such as,but not limited to, counting employees at the job site,witnessing the distribution of payroll, verifying payroll computations, overhead computations, observing vendor and supplier payments,miscellaneous allocations,special charges,verifying information and amounts through interviews and written confirmations with employees, Subcontractors, suppliers,and contractor's representatives.All records shall be kept for ten(10)years after Final Completion of the Project.The County Clerk possesses the independent authority to conduct an audit of Records, assets, and activities relating to this Project. If any auditor employed by the Monroe County or County 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 Section 55.03, Fla. Stat.,running from the date the monies were paid to CONTRACTOR. The right to audit provisions survive the termination or expiration of this Agreement. 8. 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 4 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 parity,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 Fla. Stat., Sec. 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. (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. Ifthe 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 Section 119.1 U,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. 5 IF THE CONTRACTOR HAS UESTIONS REGARDING THE APPLICATION OF CHAPTER 1.19, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN QF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE NO. 305-292-3470, BRADLEY- BRIAN ONROECOUNTY-FLrGOV MONROE COUNTY ATTORNEV S OFFICE, 1111.12TH STREET, SUITE 408, KEY WEST, FL 33040r 9e HOLD HARMOLESS,INDEMNMCATI®N URANCE CONTRACTOR covenants and agrees to indemnify and hold.harmless Monroe County and any of their officers and employees from and against any and all claims,liabilities,litigation,causes of action, damages, costs, expenses (including but not limited to fees and expenses arising from any factual investigation, discovery or preparation for litigation, and the payment of any and all of the foregoing or any demands, settlements, or judgments arising directly or indirectly under this Agreement which arise out of in connection with, or by reason of services provided by CONTRACTOR occasioned by the negligence, errors, or other wrongful act or omission of CONTRACTOR,its employees,or agents. This indemnification shall survive the termination or expiration of this Agreement. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this Agreement. Failure of CONTRACTOR to comply with the requirements of this section shall be cause for immediate termination of this Agreement. Prior to execution of this agreement, CONTRACTOR shall finish the COUNTY Certificates of Insurance indicating the minimum coverage limitations in the following amounts: WORKER'S COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE: Where applicable, worker's compensation coverage to apply for ,all employees at a minimum statutory limit as required by Florida Law, and Employer's Liability coverage in the amount of $l d(I 000.00 bodily injury by accident, $500.000.L10 bodily injury by disease,policy limits,and $1 Q0 000.fll bodily injury by disease,each employee. COMMERCIAL GENERAL LIABILITY: Commercial general liability coverage with limits of liability of not less than 3(10,000.00 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provided to the COUNTY at the time of execution of this Agreement and certified copies provided if requested_ Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days'written notice shall be provided to the COUNTY before any policy or coverage is canceled or restricted The underwriter of such insurance shall be qualified to do business in the State of Florida. If requested by the County Administrator, the insurance coverage shall be primary insurance with respect to the COUNTY, its officials,employees,agents,and volunteers. MOINROE COUNTY BOARD OF COUNTY Cre7.11IMiSSIONERS, 1100 Simonton Siree4 Key Wes4 Florida 33040, MUST BE NAMED AS.ADDITIONAL INSURED ON ALL POLICIES EXCEPT WORBER IS COMPENSATTUN. 10. NON-WAIVER OF E%EV"ITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation ofCOUNTY and CONTRACTOR 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 Agreement entered into by the COUNTY be required to contain anyprovision for waiver. 11. INDEPENDENT !gONTRACTUR At all times and for all purposes under this Agreement CONTRACTOR. is an independent. contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed so as to find CONTRACTOR or any of its employees, subs, servants, or agents to be employees of the Board of County Commissioners ofMonroe County. 12. NONDI5CRW0lNATION COUNTY and CONTRACTOR. 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. COUNTY or CONTRACTOR. agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1)Title VU ofthe Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the basis of race, color, religion, sex, 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 VHl of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale,rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s, 12101 Note), as may be amended from time to time,relating to nondiscrimination on the basis of disability; 10) Monme County Code Chapter 14,Article IL which prohibits discrimination on the basis of race, color, sex, religion,national origin, ancestry, sexual orientation,gender identity or expression,familial status or age;and 11)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of,this Agreement 7 13. ASSIGNMENT/SUBCONTRACT CONTRACTOR shall not assign or subcontract its obligations under this Agreement to others, except in writing and with the prior written approval of the Board of County Commissioners ofMonroe County,which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement.Unless expressly provided for therein, such approval shall in no manlier or event be deemed to impose any additional obligation upon the Board. 14. CQM LMCE WITH LAW ANl3 LICENSE REOUIREMENTS in providing all services/goods pursuant to this Agreement, CONTRACTOR shall abide by all laws of the Federal and. State government, ordinances, rules, and regulations pertaining to, or regulating the provisions of,such services,including those now in effect and hereinafter adopted. Compliance with all laws includes, but is not limited to, the immigration laws of the Federal and State government. 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 Agreement. CONTRACTOR shall possess proper licenses to perform work in accordance with these specifications throughout the team ofthis Agreement. 15. DISCLOSURE AND CONFLICT OF INTEREST CONTRACTOR represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect,which would conflict in any manner with the performance of services required by this contract, as provided in Sect. 112.311, et. seq.,Florida Statutes. 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 orcontractualrelationship;and disclosure oruse ofcertain information. Upon execution of this contract, and thereafter as changes may require, the CONTRACTOR shall notify the COUNTY of any financial interest it may have in any and all programs in Monroe County which the CONTRACTOR sponsors, endorses, recommends, supervises, or requires for counseling, assistance, evaluation, or treatment. This provision shall apply whether or not such program is required by statute, as a condition ofprobation, or is provided on a voluntary basis. 1+6. ETHICS CLAUSE No Solicitation/Payment, COUNTY and CONTRACTOR warrant that, in respect to itself,it has neither employed nor retained any company or person, other than a bona fide employee working solely 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 a 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. 17. NO PLEDGE OF CREDIT'. CONTRACTOR shall not pledge the COUNTY'S credit or make it a guarantor of payment or surely for any contract, debt, obligation, judgment, lien, or any form of indebtedness. CONTRACTOR f 1her warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms ofthis contract. 18. NIITI_CE REOU ROMNT_ All written correspondence to the COUNTY shall be dated and signed by an authorized representative of COTRACTOR. Any written notices or correspondence requited or permitted under this Agreement shall be sent by United States Mail, certified, return receipt requested, postage pre-paid, or by courier with proof of delivery. The place of giving Notice shall remain the same as set forth herein until changed in writing in the manner provided in this paragraph. Notice is deemed received by CONTRACTOR when hand delivered by national courier with proof of delivery or by U.S. Mail upon verified receipt or upon the date of refusal or non-acceptance of delivery. Notice shall be sent to the following persons: FOR COUNTY: FOR CONTRACTOR:. Key Wiest International Airport Breed Art LLC. Attn: Richard Strickland, Director of Airports Attn: Jeff Breed 3491 So.Roosevelt Blvd, 3300 NE 36 Street, Suite 1419 Key West,FL 33040 Fort Lauderdale,FL 33308 and Monroe County Attorney P.O. Box 1026 Key West,FL 33041 19. TAXIES COUNTY is exempt from payment of Florida State Sales and Use taxes.CONTRACTOR shall not be exempted by virtue of the COUNTY"'S exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is CONTRACTOR authorized to use the CODUNTY'S Tax Exemption Number in securing such materials. CONTRACTOR shall be responsible for any and all taxes,orpayments ofwithholding,related to services rendered under this Agreement. 20. TERMINATION a. The COUNTY or CONTRACTOR may terminate this Agreement for cause with seven 7) days' written notice to CONTRACTOR. Cause shall constitute a breach of the obligations of either party to perform the obligations enumerated under this Agreement. b. Either ofthe parties hereto may cancel this Agreement without cause by giving the other 9 party sixty (60) days' written notice of its intention to do so with neither party having any further obligation under the terms ofthe contract upon termination. C. If the CONTRACTOR is adjudged a bankrupt, or if it makes a general assignment for the benefit of its creditors, or if a receiver is appointed on account of its insolvency, or if it persistently or repeatedly refuses or fails, except in case for which extension of time is provided, to supply enough properly skilled workmen or proper materials and fails to maintain an established schedule (failure to maintain schedule shall be defined as any scheduled activity that falls seven (7) days or more behind schedule) or if it fails to make prompt payment to subcontractors for materials or labor, or persistently disregards laws, rules, ordinances, regulations, or orders of any public authority having jurisdiction, or otherwise is guilty of a substantial violation of a provision of the Agreement, then the COUNTY may,without prejudice to any right or remedy and after giving the CONTRACTOR and i t s surety, if any, seven (7) days' written notice, during which period CONTRACTOR fails to commence correction of the violation, terminate the employment of the CONTRACTOR and take possession of the site and of all materials, equipment,tools, construction equipment and machinery thereon owned by the CONTRACTOR, and may finish the Project by whatever method the COUNTY may deem expedient. In such case, the CONTRACTOR shall not be entitled to receive any further payment until the Project is finished nor shall it be relieved from its obligations assumed under Paragraph 2. Reasonable termination expenses incurred by the COUNTY maybe deducted from any payments left owing the CONTRACTOR- d. 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. 21. G(I►►YEItNING LAW j VENUE,AND INTERPRETATION This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to Agreements 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, the COUNTY and CONTRACTOR agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County,Florida. The Parties waive their rights to trial by jury. 22. MEDIATION The COUNTY and CONTRACTOR agree that in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 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 ofMonroe County. 10 23. 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. 24. ATTORNEY 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, at all levels of the court system, and shall including in appellate proceedings. 25. ADJUDICATION OF DIUUTES.OROISA+GREEMENTS 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 Paragraphs 12 and 20 of this Agreement concerning termination or cancellation. 2+6. 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. 27. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. 28. 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, 1.1 as required by law. Each party agrees that it has had ample opportunity to submit this Contract to legal counsel of its choice and enters into this Agreement freely,voluntarily, and with advice of counsel. 29. CLAW FOR FEDERAL QR 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;provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. Any conditions imposed as a result of funding that affect the Project will be provided to each party. 30.. 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. 31. 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. 32.. NON-RUTANCE 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 thud-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and the CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR or any agent,officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities,have 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. 33. ATTESTATIONS CONTRACTOR agrees to execute such documents as the COUNTY may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, Non-Collusion Statement, and a Drug-Free Workplace Statement. 1.2 34.. NOPERSONAL LL4BII;ITY 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. 35.. 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 authorized representative of COUNTY and CONTRACTOR hereto may execute this Agreement by signing any such counterpart. 36. SECTION READINGS 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. 37. AGREEMENTS WITH SUBCONTRACTORS In the event that the Contractor subcontracts any or all of the work in this Project to any third party, the Contractor specifically agrees to identify the County as an additional insured on all insurance policies required by the County. In addition, the Contractor specifically agrees that all agreements or contracts of any nature with its subcontractors shall include the County as additional insured.. 38. &VERIFY SYSTEM Beginning January 1, 2021, in accordance with Fla. 'Stet., Sec. 448.095, if applicable, 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 Fla. 'Scat., Sec. 448.095. 39. PUBLIC ENTITY CRIME INFORMATION STATEMENT "At person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity, may not submit a bid,proposal,or reply 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 a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public 13 entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of thirty- six (36) months from the date of being placed on the convicted vendor list." 40. CQNSTUCTION OF AGREEMENT This Agreement shall not be construed more strictly against one party than against another merely by virtue of the fact that it may have been prepared by one of the parties, it being acknowledged that both the CONTRACTOR and the COUNTY have substantially and materially contributed to the preparation thereof 41. COVENANT OF NO INTEREST COUNTY and CONTRACTOR 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. 42. UNCONTROLLABLE CIRCUMSTANCE/FORCE MAJEURE 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 ofmaterials,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 seven(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 fidl performance under this Agreement. The COUNTY will not pay additional cost as a result of an Uncontrollable Circumstance. The CONTRACTOR may only seek a no cost Change Order for such reasonable time as the County's Representative may determine. 43. EURTIHER ASSURANCES The parties shall promptly execute all documents reasonably required and take such other steps in addition to the execution of this Agreement to effectuate the intent and purpose of this Agreement. 44. EFFECTIVE DATE This Agreement shall become effective("Effective Date")upon the date this Agreement is signed by both parties. 14 IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed on the day and date first above written. Execution by the CONTRACTOR must be by a person with authority to bind the entity. Signature of the person executing the document must be notarized and witnessed by another oMcer of the entity, or by two (2)other witnesses. MONROE COUNTY,FLORIDA NFIOE COUNTY ArMnN n0F 0 E A fF By: 112, County Administrator or Designee PE;�DgO--� ASSI UNTY ATMRNEY Roman Gastesi Date 5/11/23 Print Name 'DATE: May 12, 2023 WITNESSES: BREED ART,LLC, CONTRACTOR 1) 4��—YZ-- Signature Signature Print Name Print Name DATE: DATE: Z Z 0 2-3 2) Signature Z"A Print Name DATE. 25),-/ Y STATE OF ,� et,;,�, COUNTY OF On this —41 day of M,61 . 2023, before me, the undersigned notary public, by means ofyphysical presence' or 0 online, personally appeared I known to me to be the person whose name is subscribed above or who produced as identification,and acknowledged that he/she is the person who executed the above contract with Monroe County for the restoration of the Big Pine Key Fire Station Murals Proje-ct-in Big Pine,,Key-,Jbr the purposes therein contained. Notary Public My Commission Expires: Name VHHQB7762 REW MAVERM PuMic of Fkxida n es 4/10/= 15 DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 5/9/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Certificate Department BB Insurance Marketing Inc PHONE FAX 10167 W Sunrise Blvd A/C No Ext: 888-728-0817 A/c,No):954-452-0450 E-M3rd Floor ADDRESS: Certificates@bbimi.com Plantation FL 33322 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Ohio Security Insurance Co 24082 INSURED BREEART-01 INSURERB: Ohio Casualty Insurance Co 24074 Breed Art, LLC 3300 NE 36th Street, Ste 1419 INsuRERc:Technology Insurance Company 42376 Fort Lauderdale FL 33308 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:670211335 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 EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY Y BKS56523203 2/3/2023 2/3/2024 EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $300,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY❑ PRO JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY BKS56523203 2/3/2023 2/3/2024 COMBINED SINGLE LIMIT $Included Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident B X UMBRELLA LIAB X OCCUR US056523203 5/10/2023 2/3/2024 EACH OCCURRENCE $4,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $4,000,000 DED X RETENTION$1 n nnn Prod/Comp Ops $4,000,000 G WORKERS COMPENSATION TWC4267808 5/10/2023 5/10/2024 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICE R/M EMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Art Installation. Monroe County BOCC is additional insured with respect to General Liability when required to be named as such per written contract,and in accordance with all terms of the Additional Insured Endorsement attached to the policy. 5 . 1 . 23 w/attach ,,DAT CERTIFICATE HOLDER CANCELLATION WAW SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County BOCC 1100 Simonton Street AUTHORIZED REPRESENTATIVE Key West FL 33040 it @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CG88100413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON-OWNED AIRCRAFT 2 NON-OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY -ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 3 ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I -Coverage A-Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY -ELEVATORS 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I -Coverage A-Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 8 b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III -Limits Of Insurance. 2. Paragraph 6. under Section III -Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I - Coverage C- Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 1. Under Supplementary Payments -Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II -Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. 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 insur- ance 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. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I -Coverage A-Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. 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: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. N 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a"suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/ MALPRACTICE WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II -Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 6 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section II -Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV - Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior 'occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior 'occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an 'occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section II -Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is ° effective in your state. O. BODILY INJURY REDEFINED Under Section V -Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization 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" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 8 of 8 VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS P11k ect!Descriptlon(s):be-i15 +-= I N lLkh6e^:5 1' �cy�YiwG AktiG. C.�JTTh1L"1ml Respondent Vendor Name: Nk T LC. Vendor FEIN: ;LO-51 Vendor's Authorized Representative Marne and Titre: .Le ED Address: 0(] ' 5-T. u City:ftI/ .Ad 99 Rom,k 1.. IS-, Stater: zip: O Phone Number 9S!i'Ya o -7 3� Email Address: r 4 Section 287.136, 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. As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified above in the Suction entitled `Respondent'Vendor Name" is not listed on the Scrutinized Companies that Boycott Israel List understand that pursuant to Section 287..135,Florida Statutes,the submission of a false certification may subject company to civil penalties,a#Dff 's fees,andlor costs. I further understand that any contract with the COUNTY may be tenninaW,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. .--- Certified By: __ '--) 15 i 2 P— ye . �`, G 19 _ who Is authorized to sign on behalf of the above referenced comps Authorized Signature: Print Name: Je rwrrl Title: l 0 ji.X Mote:The List are available at the fallowing Department of Managemwd Services Site: in vInklmaiftn/convigW sue. 16 LOBBYING AND CONFLICT OF INTEREST CLAUSE ;SWORN STATEMENT UNDER ORDINANCE NO.. 01 D-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE SRrr,-P- Ae,-r LL (Company) warrants that he/it has not employed, retained or otherwise had act on his/its 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 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.. ( "gnature) Date: STATE OF: !v G a COUNTY OF: Z:1 Subscribed and sworn to(or affirmed)before me, by means ofhysical presence or ❑online notarization, on e �-/ 2 02 3 (elate) by ,- a (name of affiant). He/She is personally known to me or Uproduced (type of identification)as identification. T ALFRED v4wwarI Notary Punk State of Florida Comm#HHOS7762 Expires 41101=5 TARP PUBLIC (SEAL) My commission expires: 17 PUBLIC ENTITY CRIME STATEMENT 'A person or aff"illate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity, may not submit a bid, proposal, or reply 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 a public entity, may not be awarded or perform work as a contractor, supplier,subcontractor,or consultant 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, Florida Statutes,for CATEGORY TWO for a period of thirty-six(36)months from the date of being placed on the convicted vendor list' I have read the above and state that neither :3 E r m G_ D (Proposer's name) nor any Affiliate has been placed on the convicted vendor list within the last thirty-six(36) months. (Signature) Cate: ,. 2. P STATE OF: '�� �� COUNTY OF: �,.,.� Subscribed and sworn to (or affirmed) before me, by means of physical presence or 0 online notarization, on r OQ O T (date) by le .r c e 4A (name of affiant). He/She Is personally known to a or has produced (type of identification)as identification. ALFRWO V7LLAVE" Notary Pubk f Stone of FlorWa z c„WHHW7762 NOTA PUBLIC Expires 411l2 (SEAL) My commission expires: 18