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03/20/2023 Agreement Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS LESS THAN $50,000.00 Contract with: SHI Interncationa[Corp, Contract# Effective Date: 3-20-2023 Expiration Date: Contract Purpose/Description: SHI will provide a comprehensive assessment to i enti possibly, exploitable vulnerabilities associated with Client's critical systems. SHI will also conduct a focused assessment to identify, vulnerabilities associated with internal systems. utilizing competitively bid pricing through ONMWNl for Information Technology Solutions and Services Contract 42018011 02 Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Alan Maceachern, 8792 Stop#'5- (Name) (Ext.) (Department/Stop #) CONTRACT COSTS Total Dollar Value of Contract: $ Current Year Portion- $ 15 900,00 (must be less than$50,000) 1 ,900.00 (if multiyear agreement then ? requires BOCC approval,unless the hutLfl ;.,uWifi VR ,Mwtp:�t;daR i� �dfl1�+a 4:50 0wl Budgeted? Yes[N No ❑ Grant: $ County Match: $ Fund/Cost Center/Spend Catel;oa. 05002 SC00036 ADDITIONAL COSTS Estimated Ongoing Costs: $0. /yr For: (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES IX NO ❑ CONTRACT REVIEW Changes Date In Needed Reviewer Date In lEachern Department Head Yes❑ No❑ Alan MacEachern Digitally ed 817:1by Mac04'00' Data 2D23.OS.D8 17:17:13-04'OD' a—t,,ur,me,�-ea,..,: Christine Limbert-Barrows peB to `403 �a Po ,y g " "s"""Y County Attorney Yes❑No❑X Risk Management Yes El No❑X eo Purchasing Yes❑No 0 Julie C u n e0 Date Digita 2023.05.1lly igned�1Y12U0050 lie n04'00' lly signed John Quinn OMB Yes❑ ❑X No John Quinn Datlea 2023.05.19Y10:23:222-04 00 Comments: Revised BOCC 8/17/2022 Page 85 of 106 DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 AGREEMENT FOR EXTERNAL AND INTERNAL VULNERABILITY ASSESSMENT This Agreement ("Agreement") made and entered into this 20th day of March, 2023 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 SHI International Corp. (SHI), a Foreign Profit Corporation of the State of Florida, whose principal address is 290 Davidson Avenue, Somerset, NJ 08873 its successors and assigns, hereinafter referred to as "SHI" or"Contractor", WITNESSETH: WHEREAS, the COUNTY is in need of an External and Internal Vulnerability Assessment; and WHEREAS, SHI is able to provide the External and Internal Vulnerability Assessment, as set forth in more detail in Attachment A which shall collectively be referred to as the "Project"; and WHEREAS, this Agreement will be utilizing competitively bid pricing through OMNIA Partners, a cooperative purchasing organization for public sector procurement, using a competitively bid solicitation issued by the City of Mesa, AZ on behalf of itself and available to state and local governmental entities, for Information Technology Solutions and Services Contract #2018011-02; effective 3/1/18 to 2/28/23 with option to renew for two (2) one (1) year periods through 2/28/25 which has been exercised; 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; DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 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 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. The CONTRACTOR shall commence work on the services provided for in this Agreement promptly upon his receipt of a written notice to proceed from the COUNTY. 2.2 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 DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 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: 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: SHI 290 Davidson Avenue Somerset, NJ 08873 ARTICLE III ADDITIONAL PRODUCTS AND SERVICES 3.1 Additional products and services are those products and services not included in the Scope of Services (Paragraph 2.) as set forth in Attachment A. Should the COUNTY require additional products or services they shall be paid for by the COUNTY at pricing, rates or fees as negotiated and in accordance with the competitively bid pricing under the Omnia Partners Contract (IT solutions Contract#2018011-02), but only if approved by the COUNTY before commencement. 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 under the Omnia Partners Contract (IT solutions Contract #201 801 1-02). Only after receiving an amendment to the Agreement and a notice to proceed from the COUNTY, shall the CONTRACTOR proceed with the Additional Services. Any additional services 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 DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 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. 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 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 DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 7.1.1 The COUNTY shall pay the CONTRACTOR for the CONTRACTOR'S performance of this Scope of Work as outlined in Attachment A. The Total Estimated Not to Exceed Amount of Fifteen Thousand Nine Hundred Dollars and Zero Cents ($15,900.00) 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; (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 initial term of this Agreement is for a One Month period from the date of execution by both parties. This Agreement may be extended upon mutual agreement of the parties.Any renewal of this Agreement must be in writing and signed by both the COUNTY and CONTRACTOR. ARTICLE VIII INSURANCE DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 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. CONTRACTOR will provide thirty (30) days' notice in change of said coverage, except in the case of cancellation for non- payment of premium, where CONTRACTOR is able to provide ten (10) days' notice. 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 (See Form WC1). B. Employers Liability Insurance with limits of$100,000 per Accident, $500,000 Disease, policy limits, $100,000 Disease each employee (See Form WC1). 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. Error&Omission Insurance of$1,000,000 limits. If the policy is a"claims made" policy, CONTRACTOR shall maintain coverage or purchase a "tail" to cover claims made after completion of the project to cover the statutory time limits in Chapter 95 of the Florida Statutes (See Form PRO3). 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) The County does not need to be listed as additional insured on the Cyber Liability policy. F. COUNTY shall be named as an additional insured with respect to CONTRACTOR'S liabilities hereunder in insurance coverages identified in Paragraphs C. DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 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. 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 15 days written notice of its intention to do so. DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 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 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 DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 This contract consists of the Request for Proposals (issued under the lead agency 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 Attachments A, and B, 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 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 DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 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. 9.9 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 DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 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. 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 VI I 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 VI I I 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 DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 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 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 DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 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. (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 DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 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 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. DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 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. 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 CE 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 DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 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 an Uncontrollable Circumstance. The Contractor may only seek a no cost extension for such reasonable time as the Owners Representative may determine. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA B " MRNEY County Administrator or designee 2ONROE COUNTY ATTO&d MMCL,� CHRISTINE,UMBEwr.BARROWS Date: May 19, 2023 ASSISTWr COUNTY ATTOMEY DATE A13123...................... CONTRACTOR Do By �cuSigned by,-kAAII� SiL 404 Kristina Mann Print Name: Title: Sr. Manager - Contracts Date:3/20/2023 END OF AGREEMENT DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 Attachment A DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 Attachment A raw7k, EXTERNAL AND INTERNAL VULNERABILITY ASSESSMENT Statement of Woiiirllll Prepared for Monroe County Board of County Commissioners U� DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 PROPOSAL FOR SERVICES MONROE COUNTY BOARD OF COUNTY COMMISSIONERS OVERVIEW SHI International Corp.("SHI") is pleased to submit this proposal for services to support Monroe County Board of County Commissioners ("Monroe County BoCC" or "Client") in their External and Internal Vulnerability Assessment ("Services").We have assisted many clients with similar projects and our team of experienced consultants are dedicated to providing you a successful implementation. Monroe County Board of County Commissioners has identified the following goals and objectives for this engagement: • External Security Assessment(ESVA): o A comprehensive assessment to identify possibly exploitable vulnerabilities associated with Client's critical systems from an external perspective. SHI will test external security from the perspective of an intruder or unauthorized person to identify vulnerabilities. • Internal Security Assessment(ISVA): o Conduct a focused assessment to identify vulnerabilities associated with Client internal systems considering end-to-end connectivity from the perspective of an unauthorized internal network connection. Qualified personnel provided by SHI will perform all work. 20 SCOPE OF SERVICES The following services will be provided in this engagement: External Security Assessment • One (1) internet gateway • Possible exploitation of discovered vulnerabilities upon completion of the security vulnerability assessment • Discovery across the following ranges: o One (1) range of IP addresses to be provided byclient o Up to 50 internet accessible hosts/IP's Internal Security Assessment • Assessment of internal devices accessible from a single location via the RSU • One (1) physical location (C);?C)19S1 fllWernmlionr l All righilureserved F�II l.h-ils doci.lmend e,ond.,lins e,on iraendl.Ml viid iproprlel,Mry inform.11ion � DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 • Possible exploitation of discovered vulnerabilities upon completion of security vulnerability assessment • Up to 750 internal IP addresses For the Internal Security Assessment component, SHI will ship a small plug-and-play device (RSU) to Monroe County BoCC to connect to their environment, designed to analyze internal hosts within the client environment. Monroe County BoCC will be responsible for connecting the RSU and working with SHI to ensure the RSU is operational. Note.SHI does not exploit Denial of Service (DOS) attacks unless specifically requested due to the impact on normal operations. 3. APPROACH SHI Security Consultants will conduct a Technical Vulnerability Assessment using a methodical approach, providing repeatable test results, and generating associated recommendations. The Technical Assessment approach is described as follows: External and Internal Vulnerability Assessment Discovery • Perform manual and automated testing for responsive systems • Attempt to determine target hosts operating systems • Identify ports and services • Obtain banners from ports and services • Review findings and communicate with client to determine there are no discrepancies • Finalize a list of targets for the full assessment • Segment targets into appropriate groups where applicable (geographical, business purpose) Vulnerability Detection and Itemization • Determine if all SHI software to be used in testing is current and up to date with the latest and most possible vulnerability databases • Review and alter settings of software to be used as determined by prior information gathering phases (scan speed, level of detection,credentials) • Verify, if credentials are to be used, that the credentials are working on all systems to be assessed • Perform manual and automated testing utilizing a combination of commercial and open-source tools (C);?C)19S1 fllWernmlionr l All righilureserved F�11 Ih-ifs docilmr,nd e,aan1jins conficrendl.Ml viid propriel<,iry informt,11ie'an 2 DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 Note: If SHI Security Consultants identify high-risk vulnerabilities during this or any of the phases identified in this Statement of Work, the Client will be contacted immediately to provide a means for timely mitigation of possible high-risk vulnerabilities. Data Analysis • Validate and compare the data collected between the tools that were utilized • Compare findings with the results of the discovery phase and determine that all systems were assessed and that there are no discrepancies. If discrepancies are found,then active information gathering should be performed again. • Review false positives with Client, if applicable • Attempt to identify trends in the results which point to flaws or deficiencies in operational procedures • All data collected and the raw output of assessment tools will be delivered electronically to Client for Client retention. 4. CT DELIVERABLES Following the testing and data collection phases of this engagement, SHI will collate the gathered information and create a report consisting of the following components: • Executive Summary • High-level description of testing performed • Technical findings, with descriptions of identified vulnerabilities • Recommended remediation actions for identified vulnerabilities • Supporting Artifacts(screenshots) A draft version of the report will be provided to Monroe County BoCC for review. SHI will work with Monroe County BoCC's IT staff to review and ensure there is clarity around all identified findings and remediation recommendations. After a period of not more than two weeks for clarification, opportunities for further explication requests, and any required corrections, SHI will provide Monroe County BoCC with a finalized report that may be presented via WebEx at the Client's request. SHI will then proceed with Project Close and billing. PROJECT5. UJ T SHI estimates the duration of this project to be around one (1) week of non-contiguous assessment effort as well as analysis/report writing and delivery of findings.All activities will be performed remotely using a combination of SHI Remote Service Unit (RSU) and video conferencing solutions. As needed, SHI will work with the Client to identify a mutually acceptable solution for the secure transmission and sharing of any files. (C);?C)19S1 fllWernmlionr l All righilureserved ��� Ih-ifs docilmr,nd e,ond.Mins conficrendl.Ml viid proprlel,lry inform.11le'an 3 DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 6. OUT OF SCOPE Any services not listed in the Scope of Services section above are considered "out of scope", however, for purposes of clarity, these services are not in scope of this SOW: 1. Security Architecture Review 2. Secure Code Analysis 3. External\Internal Penetration Testing 4. Web Application Assessment 5. Wireless Network Security Assessment 6. Cloud Readiness Assessment 7. Red Team Assessment 8. Validation of Remediation efforts performed by Client 9. Traffic Analysis o PROJECTTEAM SHI will provide the following resources for this engagement: �� 010�1 110 1 010111111111 11 \ 0� 1\ 1��101\\10�OI11111011111111111111��11 0\1111 1 11 \��1 1 \\� 10111/111 Sr Security Consultant Provides technical expertise and conducts data gathering, Full Time analysis and deliverable creation. Project Manager Oversees the project success,scope, billing,and risk Part Time management. 8. ASSUMPTIONS The services and associated price quoted within this Statement of Work are based on the following assumptions. Should any element(s) of these assumptions be lacking during execution of services, additional time and associated fees and expenses may be required to complete this Statement of Work. 1. SHI is not responsible for lost data. SHI recommends that Monroe County Board of County Commissioners perform a full working backup of their data prior to the commencement of services. 2. Please note that the time designated for knowledge transfer is throughout the engagement. Monroe County Board of County Commissioners is responsible for providing a resource dedicated to this engagement and the extent of the knowledge transfer is dependent upon the availability of this resource. 3. Minimum lead-time for scheduling is fourteen (14) business days from our receipt of the signed SOW and Purchase Order. Should you require more aggressive scheduling once these documents are received, please contact SHI to determine availability. (C);?C)19S1 fllWernmlionr l All righilureserved F11Ih-ifs docilm end e,ond.Mins conficrendl.Ml viid proprlel,lry informt11ie'an 4 DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 4. SHI will not develop applications as a part of this Statement of Work. 5. Target hosts/devices are scanned for vulnerabilities and validated with automated and manual techniques. All hosts must be owned by Monroe County Board of County Commissioners or permission must be obtained by Monroe County Board of County Commissioners from the hosting provider. 6. SHI will make every effort to reduce the possibility of loss of Client data and adverse impact on Client's information and systems. 7. Any restrictions or requirements regarding the SHI consultants' use of personal equipment must be stated in advance of the commencement of the engagement. 8. Monroe County Board of County Commissioners has secured all necessary rights and permission in the networks, systems, and facilities to permit SHI to perform theservice. 9. Monroe County Board of County Commissioners will provide necessary and accurate information regarding their current network environment. This information will include the technical configuration of the domain environment. 10. Monroe County Board of County Commissioners will provide and support VPN and/or other Remote Access capabilities for SHI to provide remote technical assistance. 11. All hardware and/or software and licensing required to perform the above services will be provided by and is the responsibility of Monroe County Board of County Commissioners.All wiring, hardware, and software required to perform the above services are in working order. 12. Monroe County Board of County Commissioners will provide a technical point of contact during the time of this project. 13. The actual project plan will be based on a delivery schedule, including workshop dates, review activities, and presentation dates that will be mutually agreed and confirmed at the start of the project. Once confirmed, subsequent changes in Monroe County Board of County Commissioners' staff availability or failure to provide a timely response to requests for information, review, and/or resources may influence the project's schedule, scope, and servicefee. 14. Upon receipt of the draft deliverable(s) described within this SOW, Monroe County Board of County Commissioners has (15) calendar days to request in writing additional explication, corrections, or further clarifications. If Monroe County Board of County Commissioners does not respond within this time period, SHI will consider the deliverables accepted and complete any project closing and billing. 15. Monroe County Board of County Commissioners will return the Remote Service Unit (RSU) to SHI within 10 days of project completion. 16. No overtime services will be provided without a change order authorizing such charges."Overtime" is defined as any work performed outside the hours of 8:00 AM to 5:00 PM local time. 17. All parties agree that personnel shall not be asked to perform, nor volunteer to perform, engineering and/or consulting tasks that lie outside the skill sets and experience of personnel. Personnel have the right to decline on a service request if the request falls outside the scope of their experience and expertise. (C);?C)19S1 fllWernmlionr l All righilureserved F11Ih-ifs docilmend e,ond.Mins conficrendl.Ml viid proprlel,lry infant.11le'an 5 DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 9. CLIENT RESPONSIBILITIES Both Monroe County Board of County Commissioners and SHI are responsible for the successful execution of this Project. Monroe County Board of County Commissioners agrees to the following assigned responsibilities: • Prior to the start of this engagement, Monroe County Board of County Commissioners will indicate to SHI in writing a person to be the point of contact. All project communications will be addressed to such point of contact (the "Client Contact"). • The Client Contact will have the authority to act for Monroe County Board of County Commissioners in all aspects of the Project; however, any changes that affect the scope of this SOW, schedule or price will require that an amendment to the SOW be executed between theparties. • The Client Contact shall have the authority to resolve conflicting requirements. • The Client Contact will ensure that any communication between Monroe County Board of County Commissioners and SHI is made through the SHI project manager. • The Client Contact will obtain and provide project requirements, information, data, decisions, and approvals within one working day of the request, unless both parties agree to a different response time. • The Client Contact will ensure that SHI project personnel have reasonable and safe access to the project site and adequate office space, if required. • The Client Contact will help resolve project issues and ensure that issues are brought to the attention of the appropriate persons within the Client organization, if required. • The Client Contact will provide technical points-of-contact ("Technical Contacts"), who have a working knowledge of the enterprise components to be considered during this engagement. SHI may request that meetings be scheduled with Technical Contacts. • Monroe County Board of County Commissioners will inform SHI of any necessary access issues and security measures and provide access to all necessary hardware and facilities as required. • Monroe County Board of County Commissioners will ship back the RSU to SHI using the SHI- provided postage paid return label, within 10 days of project completion. Monroe County BoCC is responsible for RSU during the engagement. If RSU is damaged or not returned, SHI will invoice the replacement cost of$2,500 in addition to the fees included in this Statement of Work(SOW). • Monroe County Board of County Commissioners will provide SHI consultants with adequate remote access and connectivity which will allow SHI consultants to independently access the Client's network to perform the work described in this SOW. NOTE: Alternative forms of access which are dependent upon Client personnel such as using a shared desktop accessed via WebEx or similar solutions will INCREASE the time SHI consultants need to perform their work and therefore increase the cost associated with this SOW. • Monroe County Board of County Commissioners agrees that all related information regarding this project will be communicated to SHI as expeditiously as possible. (C);?C)19S1 fllWernmlionr l All righIsreserved F11Ih is docilmend e,ond.�lins conficrendl.Ml viid proprlel,lry infant.11le'an 6 DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 o PRICING AND PAYMENTSCHEDULE The following tables detail the pricing for delivery of the services outlined in this proposal. This quote is valid for 60 days from 1 1/1 012 02 2. j �t 11\�������i��������dl����(�1,�`���0���(,�I�������w���d1��11(V��d��111\`�"�`�`��`��`�`��`������������\������\��������������������������������������������������������������������������������������������������������������������������������������������������������� EXTERNAL AND INTERNAL VULNERABILITY ASSESSMENT $15,900 The following table describes the project milestones. When these are completed and approved by Monroe County Board of County Commissioners, SHI will invoice the specified amount. u Project Close 100% $15,900 Total 100 $15,900 '1. -1.., Billin 'I" rms SHI will inform Monroe County Board of County Commissioners when a milestone (see Payment Schedule above) has been completed. If Monroe County Board of County Commissioners is not satisfied the milestone conforms to the specifications as stated in the SOW, Monroe County Board of County Commissioners will notify SHI within fifteen (15) calendar days in writing or by email. Monroe County Board of County Commissioners will provide SHI with a reasonably detailed list of deficiencies in the delivered milestone. If Monroe County Board of County Commissioners fails to provide SHI with a detailed rejection notice, the milestone shall be deemed accepted and SHI will proceed with invoicing in accordance with the Payment Schedule. All invoices are due and payable within 30 calendar days of the invoice date. Fees DO NOT include applicable taxes that must be collected. Please allow for taxes that may apply to the work outlined in your Purchase Order. o TRAVEL No travel is required for this engagement. (C);?C)19S1 fllWernmlionr l All righIsreserved F�11 Ih is docilmr,nd e,ond.�lins conficrendl.Ml viid proprlel<,lry informt,11ie'an 7 DocuSign Envelope ID:6510CF73-316D-46EC-BF00-43BB44150757 12. TERMS AND CONDITIONS This statement of work (SOW) is subject to and governed by the terms of the Omnia Partners Contract (IT Solutions, Contract#201 801 1-02) ("Agreement"). In the event any terms and conditions of this SOW conflict with the Agreement, this SOW will control for the purposes of this SOW only. All terms defined in the Agreement and used herein will have the same meaning as set for in the Agreement. 13. STATEMENT OF WORK ACCEPTANCE The project scope, terms and conditions are as outlined in this document. Once fully executed, this document will become the Statement of Work for the project defined in this document. Monroe County BoCC's signature below authorizes SHI to begin the services described above and indicates Monroe County BoCC's agreement to process and pay the invoices associated with theseservices. The SHI assigned project manager and your account executive will be in touch to schedule a Project Kickoff meeting and confirm desired start and completion dates as soon as possible after SOW acceptance. Before the Project Kickoff, the SHI project manager and the SHI Practice Manager will allocate project resources in our best attempt to satisfy your scheduling desires. At the Project Kickoff, the SHI Project Manager will review the SOW, present the proposed timeline, resource requirements, and project deliverables. The project manager will also review the change control process to be followed, confirm the Client Contact information, and any other project administrative items. Monroe County Board of County .... . SHI International Corp Commissioners D—Signed by: Signature '".... Signature: EtAlC4D28992411 .. Print Name: Roman Gastesl Print Name: Ken Taylor Title: County Administrator Title vice President - operations Date: May 19, 2023 Date: 12/14/2022 (C)2019 S!"fl lyderimlir„na ll All righilu reserved F�11 Ih-ifs docilirrr,nd e"ond.lins eonficrendl.11 viid I.iraii.irlelt,1ry infant.11le'in 8 DRUG-FREE WORKPLACE The undersigned,vendor in accordance with Florida Statute 287.087 hereby certifies that: (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 fear violations of such prohibition. . 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 i 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). . 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 rectify the employer of any conviction of, or plea of guilty or nclo contendere to, any violation of Chapter 591 (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 ab-use assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 5, bake 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„ l certify that this firm complies fui y with the above requirements. (Signature), ,a Cate; 05/3012023 STATE OF: New Jersey+. COUNTY F: Somerset Subscribed and sworn to (cur affirmed) before me„ by means of physical presence or 0 online notarization, on 51L1 (date) by Joanna Fork (name of affiant . He:/She is personally known to me or has produced Em lc ee lC (type of identification) as identification. tip, " " Nd Y PU LIC 1y Commission Expires: Phu 'ELiu WILKINSON NOTARY PUBLIC STATE O New JERSEY wr com�usslcuu su�uusuuu 1u;o COMMISSION:#50000486 Client#: 38440 SHIINTER1 DATE(MM/DD/YYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 1 6/07/2023 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Marsh &McLennan Agency LLC PHONE FAX One Executive Drive M No,Ext: (A/C,No):- A ADDRESS: somersetclsupport@mma-ne.com Somerset, NJ 08873 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:National Fire Insurance Co of Hartford 20478 INSURED INSURER B:Continental Insurance Company 35289 SHI International Corp. American Casualty Company of Reading PA 20427 INSURER C: Y P y 9 290 Davidson Avenue INSURER DContinental Insurance Co of NJ 42625 Somerset, NJ 08873 INSURER ENational Fire Insurance Co of Hartford 120478 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 CONTRACTOR 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 ADDLSUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY 6050250197 9/30/2022 09/30/202 EACH OCCURRENCE $1,000,000 CLAIMS-MADE � OCCUR PREMISESOEaoccurrDence $1,000,000 APPROVED BY RISK MANAGEMENT MED EXP(Any one person) $15,000 gy PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: DATE 6/7/26 3 GENERAL AGGREGATE $2,000,000 PRO- POLICY X JECT X LOC WAIVER N/A YES PRODUCTS-COMP/OPAGG $2,000,000 OTHER: $ E AUTOMOBILE LIABILITY 6050291509 9/30/2022 09/30/202 COMBINED INGLE LIMIT 1 000 000 Ea accidentS r r X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Pera ccident $ B X UMBRELLA LIAB X OCCUR 6081819517 9/30/2022 09/30/2023 EACH OCCURRENCE $15 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE s15,000,000 DED X RETENTION$10000 $ C WORKERS COMPENSATION 650251110 9/30/2022 09/30/202 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N] 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 D Cyber Liability 596831142 9/30/2022 09/30/2023 $6,000,000 Occ/Agg DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Monroe County BOCC is included as Additional Insured when required by written contract,agreement or permit, but only with respect to the General Liability insurance and subject to the provisions and limitations of the policy. CERTIFICATE HOLDER CANCELLATION Monroe Count BOCC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1100 Simonton St. ACCORDANCE WITH THE POLICY PROVISIONS. Key West, FL 33040 AUTHORIZED REPRESENTATIVE LOA-a, ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S12874488/M 11837750 NSJ MJ