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02/06/2025 Agreement
Monroe County Purchasing Policy and Procedures COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS.$,1,00,000`00 and Under Ndenti s LA 971MA t055,�4-11 Effective Date: 09.01 2024 Expiration Date: OS'31'2025 ... Contract Purpose/Description:. Amr�t� 1,on-site service contract for bad§fq/,",eojon, in and software,used to ceeate eedges,and ph6fd,113 cards for MCFR erisple a and iergeony la e e len#OeIrt4hhel for identification 0,C, as s.,On site service contract fn It e --- fort .. schedul ceed" seen ma"intenan callsprid"telet ort for the term .and labor,-- with� 09.01.2024 through 08.31.2025, Contract is Original Agreement Contract Amendment/Extension Renewal g Cheri Tamborski Contract Manager: 305.289.6088' mm� CONTRACT COSTS Total Dollar Value of Contract: $ 1,106.00 Current Year Portion: $ 1' 06 00 (must be$100,000,00 or less) (If multiyear agreement then requires BOCC approval,unless the �(][ ll c iiiilmtalfi uoluwiillq is `1i1(000000au Irss Budgeted? Yes❑✓ Noo Grant: $N/A County Match: $ N/A Fund/Cost Center/Spend Cate O : 141/11500(50%),001/13500 a0 1),SC_00084 ADDITIONAL COSTS Estimated Ongoing Costs: $0 /yr For: N/A (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) I nsurance Required: YES NO Cif CONTRACT REVIEW Reviewer R.L. ate In 0 gilally g ed by R.L.Celina Department Head Signature: '` colina D Ie:2025 01 30 14.065fi 0500 F gt Ily g dby Evert Lewis County Attorney Signature. EveIT M. Lewis O .... D l.2025nb3941 0500' : P Jones Risk Management Signature:. _mmm, 440 050° Gaelan P Jones oglazo2s°1d3by1m _ .... Dig tally signed by Lis Pb Purchasing Signature: Lisam Abreu D 1.2025 n20415.5536 0500' D 9ilally signed by John Dunn OMB Signature: John...m Quinn Date:2025 02 05 15:454 0500' _ ..... ..-... .... C'ornments: Revised BOCC 4/19/2023 Page 84 of 105 AGREEMENT between MONROE COUNTY,FL and IDENTISYS INCORPORATED for Monroe County Emergency Services Badge-Making Machine&Maintenance TI1IS AGREEMENT is made and entered into this day ol` 4'b , and retroactively effective to September 1, 2024, by and between Monroe County, a political subdivision of the State of Florida, through its Board of County Commissioners, with principal offices located at 1100 Simonton Street, Key West, FL 33040 (the "County"), and Identisys Incorporated,a Minnesota corporation with principal offices located at 7630 Commerce Way,Eden Prairie, MN 55344 (the "Contractor") to provide Monroe County Emergency Services with a badge-making machine and maintenance,as more fully described herein. Now therefore,in exchange for good and sufficient consideration,the parties hereby agree to the following terms and conditions: 1) The Contract Documents. This Agreement supersedes and replaces, in all respects, all prior agreements including, but not limited to, the evergreen documents between the parties. This Agreement is the current and effectual understanding of the parties, and the contract documents consist of: this Agreement,the IdentiSys"Contract Invoice"attached hereto as "Exhibit A," and the IndentiSys "Maintenance Agreement Terms and Conditions"attached hereto as"Exhibit B." All exhibits referenced herein are incorporated by reference. In the event of a conflict between the aforementioned documents, this Agreement will control,then"Exhibit A,"and then"Exhibit B,"in that order. 2) The Work/Services.The Contractor must perform all work and provide all services to the County required by this Agreement, and as set forth in Exhibits A& B. Any references therein to linked terms and conditions are null and void.Contractor must comply with any and all Federal, State,and local laws and regulations now in effect,or hereinafter enacted during the term of this Agreement,which are applicable to the Contractor,its employees, agents or subcontractors,if any, with respect to the work and services described herein. Contractor shall maintain throughout the term of this Agreement,appropriate licenses. 3) Contract Amount.Contractor will perform contract requirements with pricing as listed in "Exhibit A" and invoicing via Contractor order(s)are allowable hereunder so long as they are acceptable to the Monroe County Office of Clerk and Comptroller (County Clerk). Acceptability to the County Clerk is based upon generally accepted accounting principles and such laws, rules and regulations as may govern the disbursal of funds by the County Clerk.To the extent that purchases made hereunder exceed the total value of$100,000,prior written approval of the Board of County Commissioners shall be obtained.County is exempt from payment of Florida State Sales and Use taxes. 4) Agreement Subject to Funding. The County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent arc withdrawn,this Agreement is terminated,and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date. 5) Contract Term.The initial contract period is for one(1)year commencing on September Page 1 of 9 1, 2024 (retroactively effective), with the option to renew for four (4), mutually agreed upon,one (I)-year extensions(renewals). An extension or renewal may be accomplished through administrative approval memorialized by written consent of authorized representatives of the respective parties. Annual invoices must be consistent with the pricing provided herein, and in accordance with any annual increase expressly authorized in the exhibits (if any). All renewals are subject to the same terms and conditions as provided herein.Additional services and products above and beyond what is authorized in the exhibits may only be purchased through a duly executed amendment to this Agreement. b) Independent Contractor. This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Contractor is an independent contractor under this Agreement and not the County's employee for any purposes. 'n Assignment and Subcontracting.Contractor must not transfer or assign the performance required by this Agreement without the prior written consent of the Board of County Commissioners. 8) Termination a) Termination for Cause and Remedies: In the event that Contractor is found to be negligent in any aspect of service or Contractor is in breach of any contract terms, the County retains the right to terminate this Agreement. The County reserves all rights available to it for monies paid under this Agreement, without limitation thereby,and reserves 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 at.of the Monroe County Code. b) Termination for Convenience: The County may terminate this Agreement for convenience,at any time,upon ninety(90)days'written notice to Contractor. If the County terminates this Agreement with the Contractor, County shall be refunded for the portion of the prepaid year not serviced by Contractor, on a prorated per diem basis as of the appointed termination date. 9) Insurance Requirements. Contractor shall obtain and maintain at its own expense insurance coverages as deemed necessary by the Monroe County Risk Manager prior to commencing service under this Agreement, and maintain such coverage throughout the term of the Agreement. 10) Indemnification&Hold Harmless a) The parties agree that one percent (1%) of the total compensation paid to Contractor for the work or services under this Agreement constitutes specific consideration to Contractor for the indemnification to be provided under the Agreement. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement,the Contractor shall defend,indemnify,and hold the County,and the County's elected and appointed officers and employees,harmless from and against any claims, actions or causes of action, any litigation, administrative proceedings,appellate proceedings,or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption,and any costs or expenses that may be asserted against,initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with:(A)any activity of the Contractor or any of its employees,agents,contractors or other invitees during the term of this Agreement; (B) the negligence or recklessness, intentionai wrongful misconduct, errors or other wrongful act or omission of the Contractor or any of its employees,agents,sub-contractors or other Page 2 of 9 invitees;or(C)the Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action,litigation,proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees,agents,contractors or invitees(other than the Contractor). b) Furthermore, Contractor agrees to defend, indemnify and hold harmless the County, its elected and appointed officials,employees, and agents from all such claims,fees,royalties,or costs for its use of any patent,trademark,or copyrighted materials, and any suits or actions of any name that may be brought against the County, its elected and appointer) officials, employees, and agents for the infringement of any patents,trademarks or copyrights claimed by any person,firm, or corporation. c) Nothing contained herein is:intended,nor may it be construed,to waive County's rights and immunities under the common law or Section 768.28,Florida Statutes, as amended from time to time;nor will anything included herein be construed as consent to be sued by any third parties in any matter arising out of this Agreement. Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement. or any earlier termination of this Agreement. d) In no event shall IdentiS;ys be liable for special, incidental, consequential or punitive damages. In no event shall IdentiSys'total liability under this agreement exceed the insurance policy.limits on general liability held by IdentiSys at the time the cause of action accrued. 11) Data Management;Data Security Standards.Contractor must agree to comply with the County's written demands regarding cooperation (and any applicable financial responsibilities) for timely data breach incident reporting, response activities/fact- gathering,public and other governmental agency notification requirements, severity level assessment, and after-action reporting, consistent with Sections 282.3185(5) & (6), and 501.171,Fla. Stats.,as amended from time to time_And specifically in the context of data breaches that involve Protected Health Information pursuant to Health Insurance Portability and Accountability Act (HIPAA), Contractor must comply with all requirements of the Health Information Technology for Economic and Clinical Health Act (HITECH); Section 105 of Title I of the Genetic Information Nondiscrimination Act of 2008(GINA); and 45 C.F.R. Parts 160, 162 and 164 and Final Omnibus Rule eff. March 26, 2013). To ensure safety of personal data, Contractor must comply with the 2016 European Union's General Data Privacy Regulation(GDPR) that became effective in the European Union on May 25,2018,and any more recently revised version thereof.For any system integration between the County's network systems and that of the Contractor,the Contractor hereby agrees to comply with ISO/IEC 27001 for its internal system, at a minimum, and any unique integration requirements of the County's network and information technology systems. 12) Discriminatory Vendor List. Contractor hereby acknowledges its continuous duty to disclose to the County if the Contractor or any of its affiliates, as defined by Section 287.134(l)(a),Florida Statutes,are placed on the Discriminatory Vendor List.Pursuant to Section 287.134(2)(a),Florida Statutes. "An entity or affiliate who has been placed on the discriminatory vendor list 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,proposals,or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor,supplier,subcontractor,or consultant Page 3 of 9 under a contract with any public entity; and may not transact business with any public entity." 13) Prohibition on Conflict of Interest, Gratuities, Kickbacks, and Collusion. The statements contained in this paragraph are true and correct, and made with the full knowledge that Monroe County relies upon the truth of the statements contained herein in awarding the contract for this Project. a) Conflict of Interest.Contractor covenants that it presently has no interest and will not acquire any interest that would conflict in any manner or degree with the performance of services required.Each party hereto covenants that there is no conflict of interest or any other prohibited relationship between the County and itself. b) Gratuities.Contractor hereby certifies that it has not offered,given,or agreed to give any :Monroe County employee a gratuity, favor; or anything of monetary value in connection with any decision,approval,disapproval,recommendation,preparation of any part of the Project or award of this contract. c) Kickbacks. Contractor certifies that it has not given payment, gratuity, or offer of employment to be made by or on behalf of a Sub-contractor under a contract to Contractor or higher tier sub-contractor or any person associated therewith, as an inducement of the award of a subcontract or order. d) Non-Collusion Statement. By signing this Agreement, Contractor certifies under penalty of perjury that the price proposed by Contractor was arrived at independently without collusion, consultation, or communication for the purpose of restricting competition;and no attempt has been made to induce another person or entity to submit a proposal,or not submit,for the purpose of restricting competition in the award of this Project. e) Contract Clause. The prohibitions on conflict of interest, gratuities, kickbacks, and collusion prescribed in this paragraph must be conspicuously set forth in every contract and subcontract and solicitation initiated by Contractor in its performance of this Agreement. 14) Ethics Clause pursuant to Monroe County Ordinance No. 010-1990.By signing this Agreement,the Contractor warrants that he/she/it has not employed,retained or otherwise had act on his/her/its behalf any former County officer or employee in violation of Section 2-149,Monroe County Code of Ordinances,or any County officer or employee in violation of Section 2-150, Monroe County Code of Ordinances. For breach or violation of this provision the County may,in its discretion,terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover,the full amount of any fee,commission,percentage,gift,or consideration paid to the former County officer or employee pursuant to Subsection 2-152(b),Monroe County Code of Ordinances. 15) Prompt Disclosure of Litigation, Investigations, Arbitration, or Administrative Proceedings.Throughout the term of this Agreement,the Contractor has a continuing duty to promptly disclose to the County, in writing, upon occurrence, all civil or criminal litigation,investigations,arbitration,or administrative proceedings relating to or affecting Contractor's ability to perform under this Agreement. If the existence of such causes the County concern that the Contractor's ability or willingness to perform the Agreement is jeopardized, the Contractor may be required to provide the County with reasonable assurances to demonstrate its ability to perform as required hereunder, and that its employees/agents have not or will not engage in conduct similar in nature to the conduct alleged in such proceeding. 16) Choice of Law and Venue.The parties hereby agree that the only laws that apply to this Page 4 of 9 Agreement are those of the State of Florida and United States of America. The parties waive the privilege of venue and agree that all litigation between them in the state courts will take place exclusively in the Sixteenth Judicial Circuit in and for Monroe County, Florida,and that all litigation between them in the federal courts will take place exclusively in the United States District Court in and for the Southern District of Florida, or United States Bankruptcy Court for the Southern District of Florida,whenever applicable. 17) Public Records. County is a public agency subject to Chapter 119, Florida Statutes, as amended from time to time. To the extent Contractor is a Contractor acting on behalf of the County pursuant to Section 119.0701,Florida Statutes,as amended from time to time, Contractor must comply with all public records laws in accordance with Chapter 119, Florida Statutes. In accordance with state law,Contractor agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the County in order to perform the services. b) Upon request from the County's custodian of public records,provide the County with a copy of the requested records or allow the records to be inspected or copies within a reasonable time at a cost that does not exceed the costs provided in Chapter 119,Florida Statutes,or as otherwise provided by law. c) Ensure that public records that are exempt,or confidential and exempt,from public records disclosure are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the County. d) Upon completion of the services within this Agreement,at no cost,either transfer to the County all public records in possession of the Contractor or keep and maintain public records required by the County to perform the services. If the Contractor transfers all public records to the County upon completion of the services,the Contractor must 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 services, the Contractor must 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 public records,in a format that is compatible with the information technology systems of the County. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE COUNTY'S CUSTODIAN OF PUBLIC RECORDS AT PHONE NO. 305-292-3470, PUBLICRECORDS@MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH STREET, SUITE 408, KEY WEST, FL 33040. If Contractor does not comply with this section, the County will enforce the Agreement provisions in accordance herewith and may unilaterally cancel this Agreement in accordance with state law. 18) Public Entity Crimes Statement.Pursuant to Section 287.133(2)(a),Florida Statutes,as amended from time to time, Contractor hereby certifies that neither it nor its affiliate(s) have been placed on the convicted vendor list following a conviction for a public entity crime. If placed on that list, Contractor agrees: to immediately notify the County and is prohibited from providing any goods or services to a public entity;it may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; it may not submit bids on leases of real property to a public entity; it may not be Page 5 of 9 awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity;and,it may not transact business with any public entity in excess of the threshold amount provided in Section 287.017,Florida Statutes,for Category TWO($35,000),as may be amended,for a period of thirty-six(36)months from the date of being placed on the convicted vendor list. 19) Foreign Gifts and Contracts.The Contractor must comply with any applicable disclosure requirements in Section 286.101, Florida Statutes. Pursuant to Section 286.101(7)(b), Florida Statutes:"In addition to any fine assessed under[§286.101(7)(a),Florida Statutes], a final order determining a third or subsequent violation by an entity other than a state agency or political subdivision must automatically disqualify the entity from eligibility for any grant or contract funded by a. state agency or any political subdivision until such ineligibility is lifted by the Administration, Commission [Governor and Cabinet per §14.202,Florida Statutes]for good cause." 20) Scrutinized Companies and Countries of Concern per Sections 287.135, 215A73, & 287.138, Florida Statutes. Contractor hereby certifies that it: a) has not been placed on the Scrutinized Companies that Boycott Israel List,nor is engaged in a boycott of Israel; b)has not been placed on the Scrutinized Companies with Activities in Sudan List nor the Scrutinized Companies with Activities in the Iran Terrorism Sectors List(formerly the Iran Petroleum Energy Sector List);and c)has not been engaged in business operations in Cuba or Syria. If County determines that Contractor has falsely certified facts under this paragraph,or if Contractor is found to have been placed on a.list created pursuant to Section 215.473, Florida Statutes, as amended, or is engaged in a boycott of Israel aster the execution of this Agreement, County will have all rights and remedies to terminate this Agreement consistent with Section 287.135, Florida Statutes, a.% amended. The County, reserves all rights to waive certain requirements of this paragraph on a case-by-case exception basis pursuant to Section 287.135„ Florida Statutes, as amended.. Beginning January 1, 2024, the County must not enter into a contract that grants access to an individual's personal identifying information to any Foreign Country of Concern such as: People's Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea,the Republic of Cuba,the Venezuelan regime of Nicolas Maduro,or the Syrian Arab Republic,unless the Contractor provides the County with an affidavit signed by an authorized representative of the Contractor,under penalty of perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs (2)(a)-(c)of Section 287.138,Florida Statutes,as may be amended. Beginning January 1, 2025, the County must not extend or renew any contract that grants access to an individual's personal identifying information unless the Contractor provides the County with an affidavit signed by an authorized representative of the Contractor,under penalty of perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs (2)(a)-(c) of Section 287.138, Florida Statutes, as may be amended. Violations of this Section will result in termination of this Agreement and may result in administrative sanctions and penalties by the Office of the Attorney General of the State of Florida. 11)ENT"M 1'NCtA RPO11AT D is not owned by the government of a Foreign Country of Concern, is not organized under the laws of nor has its Principal Place of Business in a Foreign Country of Concern, and the government of a.Foreign Country of Concern does not have a Controlling Interest in the entity.Under penalties ofperjury,I declare that I have read the foregoing statement and that the facts stated in it are true. Printed Name: Title: ,, [° l tl is E' Signatur : Date: 1 Page 6 of 9 21) Noncoercive Conduct for Labor or Services.As a nongovernmental entity submitting a proposal, executing,, renewing, or extending a contract with a government entity, Contractor is required to provide an affidavit under penalty of perjury attesting that Contractor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes.As an authorized representative of Contractor,I certify under penalties of perjury that Contractor does not use coercion for labor or services as prohibited by Section 787.06.Additionally,Contractor has reviewed Section 787.06,Florida Statutes,and agrees to abide by same. 22) Nondiscrimination.The 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 agrees to comply with all Federal and Florida statutes, and all local ordinances,as applicable,relating to nondiscrimination.These include but are not limited to: 1)Title VII of the Civii Fights 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 disability; 4)The Age Discrimination Act of 1975, as amended(42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972(PL 92-255),as amended,relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 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) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin,ancestry,sexual orientation, gender identity or expression,familial status or age; 11)The Pregnant Workers Fairness Act(PWFA)pursuant to 42 U.S.C.2000gg et seq.;and 12)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to,or the subject matter of,this Agreement. 23) E-Verify Requirements. Effective January 1, 2021, public and private employers, contractors and subcontractors must require registration with, and use of the E-verify system in order to verify the work authorization status of all newly hired employees. Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of- a) All persons employed by Contractor to perform employment duties within Florida during the term of the contract;and b) All persons (including subvendors/subconsultants/subcontractors) assigned by Contractor to perform work pursuant to the contract with the County. The Contractor acknowledges and agrees that use of the U.S.Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the County. By entering into this Agreement, the Contractor becomes obligated to comply with the provisions of Section 448.095, Florida Statutes, "Employment Eligibility," as amended Page 7 of 9 from time to time.This includes,but is not limited to,utilization of the E-Verify System to verify the work authorization status of all newly hired employees, and requiring all subcontractors to provide an affidavit to Contractor attesting that the subcontractor does not employ,contract with,or subcontract with,an unauthorized alien.Contractor agrees to maintain a copy of such affidavit for the duration of this Agreement. Failure to comply with this paragraph will result in the termination of this Agreement as provided in Section 448.095, Florida Statutes, as amended, and Contractor may not be awarded a public contract for at least one(1)year after the date on which the Agreement was terminated. Contractor will also be liable for any additional costs to County incurred as a result of the termination of this Agreement in accordance with this Section. Upon executing this Agreement,Contractor will provide proof of enrollment in E-verify to the County. 24) Prohibited Telecommunications Equipment. Contractor represents and certifies that it and its applicable subcontractors do not.and will not use any equipment,system,or service that uses covered telecommunications equipment or services as a substantial or essential component of any system,or as critical technology as part of any system,as such terms are used in 48 CFR§§52.204-24 through 52.204-26.By executing this Agreement,Contractor represents and certifies that Contractor and its applicable subcontraetors must not provide or use such covered telecommunications equipment, system, or services for any scrape of work performed for the County for the entire duration of this Agreement.If Contractor is notified of any use or provisions of such covered telecommunications equipment,system, or services by a subcontractor at'any tier or by any other source,Contractor must promptly report the information in 40 CFR§ 52.204-25(d)(2)to County. 25) Antitrust Violations; Denial or Revocation under Section 287.137, Florida Statutes. Pursuant to Section 287.137,Florida Statutes,as may be amended,a person or an affiliate who has been placed on the antitrust violator vendor list (electronically published and updated quarterly by the State of Florida)following a conviction or being held civilly liable for an antitrust violation may not submit a bid,proposal,or reply for any new contract to provide any goods or services to a public entity;may not submit a bid,proposal,or reply for a new contract with a public entity for the construction or repair of a public building or public work;may not submit a bid,proposal,or reply on new leases of real property to a public entity;may not be awarded or perfommn work as a contractor,supplier,subcontractor, or consultant under a new contract with a public entity;and may not transact new business with a public entity. By entering this Agreement, Contractor certifies neither it nor its affiliate(s)are on the antitrust violator vendor list at the time of entering this Agreement. False certification under this paragraph or being subsequently added to that list will result in termination of this Agreement, at the option of the County consistent with Section 287.137,Florida Statutes,as amended 26) Merger; Amendment; Interpretation; Joint Preparation. This Agreement constitutes the entire Agreement between the Contractor and the County, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and authorized designees of the County. The titles and headings contained in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement.It is acknowledged that each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and accordingly the rule that a contract will be interpreted strictly against the party preparintg. same does not apply herein due to the joint contributions of both parties.. 27) Severability; Waiver of Provisions.Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction will,as to that jurisdiction,be ineffective to the extent Page 8 of 9 of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The non-enforcement of any provision by either party will not constitute a waiver of that provision nor will it affect the enforceability of that provision or of the remainder of this Agreement. 28) Signatory Authority; Counterparts and Multiple Originals. Upon request, the Contractor must provide the County with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. This Agreement may be executed in multiple originals, and may be executed in counterparts, each of which is hereby deemed to be an original, but all of which, taken together, constitutes one and the same agreement. IN WITNESS WHEREOF, County, signing through its authorized representative, and Contractor, through its authorized representative,have made and formed this Agreement that is retroactive to September 1,2024. CONTRACTOR: IDENTISYS INCORPORATED B " 6KSignaturc Date Lapmsl ' " 'I . Print Name&Title STATE OF COUNTY OF p + The foregoing instrument was sworn to/affirmed and acknowledged before me by means of l 'physical presence or[J online notarization,this :� day of, ,201y,by President/Director/VP of 1DENTISYS INCORPORATED,a Minnesota Corporation, He/She is personally known to tote/or has produced " (type of identification)as identification. By A1VNE 1l lM Signatu e of Notary Public t4dwy Public Minnesota (Prin &Stamp Commissioned Name of Notary Public) BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY,FLORIDA: Digitally signed by Christine Hurley Christine Hurley Date:2025.02.1911:18:09-05'00' y: _ Christine Hurley,County Administrator Date Approved as to legal form&sufficiency:. CFigj17'sNgY a11�e� Levels Eve M. Lewis Eve M. Lewis,Assistant County Attorney Page 9 of 9 A't CONTRACT INVOICE Invoice Number: 680475 Inc.Identlifts Invoice Date: 8/20/2024 7630 COMMOrM WOV,Eden Prairie,MN 55 Remit to;P0.scm x0m,Minnetonke,MN SS31454301116 Account Number: MC84 w:952. .12 T*1141r , 4,3i.9M F,9S2-97S.0660 Balance Due: $1,081.00 Fed hIM 41-1938561 0 8 Bill To: Monroe County Emergency Management Customer: Monroe County Emergency Management Acts Payable/Alary Luttazi 490 63rd Street Suite 160 490 63rd Street Suite 160 Marathon, FL 33050 Marathon,FL 33050 ue Total Balarms Due i 1` M Due upon ri�respt .. 8D,d20%2024 A $ 1,081 D0 1.00 ..I F .�`:;.r..-.,-,,^wti• ,.,;.I'i'.'�,r.....ti ,1p 9. .a.L.,' w r ,.,.....:r...:t. *.1 "'AZ..+r^^l;:m.':.^^M ry .•nn,�, P^!'..z s"r "'3 ,.e«a .'w. 'm^"n,."V"".'X"'. .. .. .. ,. +'9M '"'C "� ..,aMIAYwraA+r.,.,ry-,,y,y,vWww.wuww wqq «+rv,ww. r,+v M ' •e✓ ^ i w,w +W.sr l ,wa •c. � � '^.-u.+WYA.Y�ilr +MIY ;�,W.'11'usmu'wWu'wWHYy,,+tlmYrAnYe""�r-.YMr XpMx+b'r"x,~wAYL+Nwwnm.d+xeMirvw .,..Y'wIVYA^'w.INY,'�'M •�uRW ••°'MM'n sk^+r"!�w:"ry 'o-MYanu NvM Yi�Powe mlM•,.xk.A"'AMI w..MR%,rP Tx+N'w.A..,9u R'�W� PA Nwrbw Start I �Caftect contract 01F'IM : ,rvwmww.^tx..w. r» ww.. Date : * ,....,,- AEG IMAID544-11 Cheri Tamborsld'305 289-6004 $ 1 D81 DD 9/1R024 8/31/2025 .. s1d ,. .... .,�,......�b .......-..r r.n inn.. ..-g, Contract bwa.,..,....�n,w•wn.•....ww„amrmw, nrni.�:e...rc.wr..,w..wr...nr..n..•�+._..,....wu rw..n.,rnr...,.-.u..xw«r..®.r,..n.,w.nwr... ro.w-m..xn a r,ry r •• •- • DEAR VALUED CUSTOMER: k jTHIS IS AN INVOICE FOR THE NE' s"TERM ON YOUR,SERVICE,CONTRACT FOR THE BELOW EQUIPMENT. IDENTISYS LOOKS FORWARD TO PROVIDING YOU I I WITH CONTINUED GREAT SERVICE,AND IF YOU HAVE ANY QUESTIONS PLEASE DONT HESITATE TO CONTACT ME, I LAMISSA JENSEN,CONTRACT ADMINISTRATOR,P:952-294-1206,F:952-975-0660,EMAIL:LAMISSA ]ENSEN@IDENTISYS.COM AND M icoNTRACTS@IDENTISYS.COM ION-SITE'SERVICE CONTRACT INCLUDES PARTS„LABOR AND TRAVEL.WHEN YOUR EQUIPMENT NEEDS REPAIR,PHONE SUPPORT AND PREVENTIVE MAINTENANCE (EXCLUDING CONSUMA8I.ES PRINTHEADS) **CALL 877-�4I7-3724 OPT 7 FOR SERVICE AND TO SCHEDULE PM'S LE NINE IDENTISYS EVERGREEN TERMS AND CONDITIONS TA HED Summary: Contract base rate charge for the 9/1/2024 to 8/31/2025 billing period $1,081.D0 *Sum of equipment base charges $1,081.00 Detail: 4 Datacard (Entrust)/Datocard CD800 Duplex Number Serial Number Base Change Location E103034 C36159 $1,081.00 Monroe County Emergency Management 490 63rd Street Suite 160 Marathon,FL 33050 Pay Your Bill Online:www.identisys.com/contact-us/bill-pay Invoice Sub-Total $1,081.00 To review the current version of the IdentiSys Terms of Use and Sale or IdentiSys Service Tahc _$0.00 Contract Terms and Conditions,visit:www,identisys.com/terms-d-use-and-sale Invoice Total $1,081.00 Balance due before start date: $1,081.00 Balance due after start date: $1,106.00 Page 1 of 1 DDffY CERTIFICATE OF LIABILITY INSURANCE DATE(MM/01l24/2025 ) 025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL,INSURED,the policy(ies}must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s)� PRODUCER NANM TACT Jeanne Okeson � x�_ AssuredPartners of Minnesota LLCrCN 'xt. (651)644 7200 (ArC N� (651)644-9137 ........ 2685 Long Lake Road ADDRI SS: jeanne.okeson@assuredpartners.com INSURERfSI AFFORDING COVERAGE NAIC# St.Paul MN 55113 INSURERA: Massachusetts Bay Insurance Co 22306 . ... INSURED INSURER B: Allmerica Financial Benefit.In 41840 IdentiSys,Incorporated INSURER C: Hanover Insurance Company' 22292 7630 Commerce Way INSURER D. -,- INSURER E��. _EIEE .... ..... ........ Eden Prairie MN 55344 INSURE'RF: COVERAGE$ CERTIFICATE NUMBER: 24-25 GL/BAAI PNC WOS REVISION NUMBER: THIS IS TO CERTIFY THATTHE 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 MAYBE 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. fMNr� NSD ewvD ........ _ v aMrDD LlMlrs �W �...........A M C EW Ll Y -RP TYPE OF INSURANCE POLICY NUMBER MkPdGDrYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 J F7T 100,000 CLAIMS-MADE �OCCUR E 7rEXP t�kn�o euraCeS ) '$ xy $ 10,000 A Y ZDX9803177 12/31/2024 12/31/2025 PERSONAL&ADVINJURY $ 1,000,000 GEN'LAGOREu(�.iATE..LIMITAPPLIES PER: /`ENEFrAL Ad„Y""tdFS SATE $ 2,000 000 PR'C71L19JdW T�, �.�. POLICY PRO ❑LOC " COMP/OP AGG .$ 2,000,000 JECT •-�"". OTHER. ......... E UMCT __. ....... .......�-...W_......... ....... """'"- """" '��i1Bl['�96-L'p$'IN�"56 E U9N19'�" 1,000 AUTOMOBILE LIABILITY Ea accrda,�I $ 000 " ' ANY AUTO BODI LY I NJU RY(Per person) S B OWNED •••� SCHEDULED Y AWX9803390 12/31/2024 12/31/2025 BODI LY I NJ URY(Per accident) $ ,,,,,,, AUTOS ONLY AUTOS "^' """'"" HIRED NON-OWNED iper aE.TY DA�,'HAL'sE $ 7,000,000 AUTOS ONLY AUTOS ONLY Pier ac.crdaant, ,-,-, "„""'"""" - .„••.• Uninsured motorist S 1,000,000 UMBRELLA LIAR OCCUR CCUPR ENCE.. $ _��.Y.--"...... ..... C EXCESSLIAB UHX9803178 12/31/2024 12/31/2025 AGGREGATE $ 7,000,000 CLAIMS•NMADE . _ DED RETENTION$ s ..... +WORKERS COMPENSATION No cov for Volunteer R STAKd,CTE PER Cn,ER AND EMPLOYERS'LIABILITY YIN 500,000 A ,+Mph'YPROPRIETOWPAR"rNEIRIE�`EC;UTIVE NIA WDX9792238 12/31/2024 12/31/2025 '�,E.LEACHACCIDENT '$ OFFIUERWEMSER EXCLUE y , 500,000 (Mandalory in NH) E.L DISEASE-EAEMPLOYEE $ _. If yes describe under 500,000 DESCRfPTI2?Md OF OPERATIONS below E-L.DISEASE•POM.IId"„.Y U,11WMP7 �'$ Prot E&O Each Claim $2,000,000 Errors&Omissions L(atall(Y)t FL LHXD982247 12/31/2024 12131/2025 Cyber/Pnv ^^^ C Cyber&Privacy Securiwy .. °�' '' � DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Per the attached forms per written contract or written agreement between Named Insured and Additional Insured(s) Please note:this certificate does not supersede the policy and its forms. APPROVED BY RISK MANAGEMENT DATE 12,9,25 WAIVER NIA X YES CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Monroe County Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street '.AUTHORIZED REPRESENTATIVE Key West FL 33040 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD "EXHIBIT B" IDENTISYS MAINTENANCE AGREEMENT TERMS AND CONDITIONS 1. IffM The Agreement shall bo signed by the Customer and 8. AUM Customer shall permit ldentiSys frea access to the will commence on the start date stated on the Agreement,and equipment to be serviced hereunder and shall provide to shall continue for an initial one-year term. IdenttSys adequate storage space„working space and all necessary utilities. 2. RMIj2#0 of gSvgLv` During the term of this Agreement,IdoutiS,ys agrees to provide the preventative and 9. a omen lacement.IdentiSys mservcs the right remedial maintenanco services recommended by the st its arption to replace or repair any part or component which manufiacturer.IdentiSys technicians will perform maintenance fails to perfbrm its function under normal use.IdenfiSys further services sufficient to kmp equipment in good operating reserves the right to use,at its option,new,rebuilt comparable. condition.Maintenance services include necessary replacement or reconditioned parnsfcomponents or improved of standard parts,and labor necessary to replace such parts„to pwW-components which are capable of performing;functions matte technical adjustments„and to clean and lubricate the similar to those of than replaced parts/components, equipment.Customer most contact.the IdentiSys Service Department at 877-437-3724 opt 2 or rs ttG W t 15u .car, 10. MffMgZr aenls Avallalrlllty.In the event.that Pam or to sot up service calls Isar preventative and remedial sraviocs, equired to repair or maintain coretrcd product arerare Ltnlcss o�eawi noted,on fife fount side ofilable,IdontiS,ys may tnre��nate+errv�e for all or p cified product an l will lair's die Customer athis form,service will be provided Monday through Fridayie for rate unused portion of the term chargar. ga}onm to s-.00pm local time,excluding,holidays observed by IdentiSys. Including but not limited to:New'year's Day, it, yLVLsqJ& IdentiSys warrants that alI services provided. Memot'u]Day,July 4`s,Labor Day,.'Thanksgiving& hereunder shall be peif"orrned in a new,workman]We manner Thanksgiving Friday,Christmas Eve Day„and Christmas Day. and shall comply with industry standards and practices. to fire 4, n I covotwt ervl;oaa.This Agreement and the event that any ldentiSy's services do not meet those warranty fees for maiatanance do not cower labor,parts,and expenses specifications,IdentiSys shall correct such defective services at necessary tot(a)repair damage caused by Customer's its expense, EXCEPT AS:SET FORTH HEREIN.IDEN J ISYS negligence;((a)roe onfrgrura or relocate the oquipmont;(o)set up MARES NO WARRANTIES,EXPRESS OR IMPLIED, nrenprovide;(b) ng for porson reloal Ite Cho o,„(d)repair INCLUDING WARRANTIES OF MERCHANTABILITY problems which arise from the use by(Customer ofnon- AND FITNESS FOR A PARTICULAR PURPOSE. Idtn iSys approved parts,artawhmcnts,devices nr supplies 12. 1m ; ' Lion tb L i IN NO EVENT°SHALT.IDENTISYS list f thir a II ` lear not a rev BE LIABLE FOR SPECIAI,INC]TIEi`IT'Al',, by Id IS s a r t rmi a' ofthi CONSEQUEINTIA.I OR PUNITIVE DAMAGES. IN NO a t (fir)repair datnage caused by customer EVENT SHALL IDENTISYS'TOTAL LIABILITY UNDER faciIhy/gs1ems (t)recover last data due to the absence of'an THIS AGREEMEMr EXCFFD THE SUM OF ALL accurate back-ups(g)receive applicable upgrades;(tr)replace: AMOUNTS PAID BY CUSTOMER TO IOP NTISYS UNDER printheeads,0)any feat that pertain to Vaccination„Registration THIS AGREEMENT UP TO THE TIME THE CAUSE OF or Testing requirements„(k)iftesting is required prior to entry ACTION AROSE, for onsito service a$140 not rate fee would be billed separately and payment would be required before service is dispatched. 13. EoEW a a gr Neither party shall be liable to she other hereunder for failure to perfotm if such failure is due to acts of 5. PLICIES, Prices for tire maintenance.services are set forth on God,Strikes,labor disputes,.failure of suppliers,wars,or the front side ofthis Agrftmefu,'Prices may include additional judicial action affecting the terms of performance of this charges for extensions of the stir KW4 coverage hours and for Agreement Customer sites that are located more titan fifty-(50)miles from an IdentiSys service point. 14. General provision.This Agreement represents the comPlclo t All ovattimo charges and agreement between the parties with respect to the subject matter 6. rrrval hereof and supercats any contemporaneous or prior written or travel expenses of IdentiSys personnel not included to the oml understandings or agreements with respect hereto. °fhis contracted maintenance,sorviees will be charged to the Agreement may not be altered or modified except by a writing, Customer at the rates in IdentiSys'maintenance price list in signed by both;parties.This terms and conditions of this etfect at the time of occurrence. Any maintenance service Agreement shall prevail in the event,ofnrty conflicts with terms started during the contracted coverage hours and completed and conifi ions comained on a Customer putehaso order... The within ono balf'hour after such period shall not be treated as Agreement shall be governed by and construed in accordance overtime, Service completed after sucb one-half hour period with the laws of the State of Minnesota. and service otherwise provided at Customer's request outside of the contracted coverage period shall be treated as overtime,. 15. 3dutLr AddoAym, When the Covered Equipmcm A minimum ono hour charge shall apply to overtime services. includes imprinters and/or data recorders,the following terms and conditions are made part of this Service Agreement. T, nt. Customor shall pay a.]I invoices within thirty(3lty IdentiSys shall provide on call rcrucdial maintenance for days of the date of invoice.Any past due invoicc(s)to imprinters on a batch basis. Herein at toast four imprinters/data IdontiSys may,at the sole discretion of IdemiSys,cause your recorders mast be in need of rertaedial maintenance before a account to be put on hold. Ifyour account is on hokl„services service request is placard. The average response time to said under this Maintenance Agreement will not be,performed until request is within 24 hours,'it is recommended than the all past due amounts are clewed or arrangements made 10 the customer have.adequate spares on stand while waiting for the satisfaction of ldroliSys. Intcrest shall accrue on all overdue defective units to be repaired. amounts at the rate of twelve percent(120%)per year,or the maximum amount permitted under local law,whichever is less. 16. son. If the customer purchases new equipment,front Unless tax excropL Customer shall pay all municipal„state or ldenti ;ys the customer may choose to be ref4nd4 in cash.the federal taxes levied or based on charges payable under this remaining portion of tiro current premium or apply it towards Agment,excluding,income taxes payable by IdentiSys.. In the warranty on a new piece of equipment. the event that.Customer does not make timely payment of amounts due hereunder,IdentiSys may terminate this 17. etlati t „This contract may lac cancelled at any IdenAgreement upon ton(Ile days advance written notice ens] time with 30 days notice,Penalties will apply,tito amount of reasonable shall he entitled uw comrecover its onju expcnc i (including the penalty will be two-months premiums based on pricing for calectio a attorneys'flees)incurred in conjunction with any the current service agreement. collection action. IMA-1602 ZDX 9803177 2509550 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured by Contract,Agreement or Permit Included 2. Additional Insured—Primary and Non-Contributory Included .._.. ......- ............. ..... 3. Blanket Waiver of Subrogation Included - �_. 4. Bodily Injury Redefined Included 5. Broad Form Property Damage—Borrowed Equipment Customers Goods & Use of Elevators Included ......._ ............._ _ 6 ,..... Knowledge of Occurrence Included 7. Liberalization Clause Included' 8. Medical Payments—Extended Reporting Period Included 9. Newly Acquired or Formed Organizations- Covered until end of policy period Included 10. Non-owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits .., Bail Bonds $2,500 Loss of Earnings $1000 .......... ..........._ ........_ ._. ._ .._.. _._ —.... 12. Unintentional Failure to Disclose Hazards Included �....._�............ 13. Unintentional Failure to Notify Included', This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or (1) "Your work" for the additional insured(s) Permit designated in the contract, agreement or The following is added to SECTION II — WHO IS permit; AN INSURED: (2) Premises you own, rent, lease or occupy; Additional Insured by Contract, Agreement or or Permit (3) Your maintenance, operation or use of a. Any person or organization with whom you equipment leased to you. agreed in a written contract, written agreement b. The insurance afforded to such additional or permit that such person or organization to insured described above: add an additional insured on your policy is an (1) Only applies to the extent permitted by additional insured only with respect to liability law; and for "bodily injury", "property damage", or "personal and advertising injury" caused, in (2) Will not be broader than the insurance whole or in part, by your acts or omissions, or which you are required by the contract, the acts or omissions of those acting on your agreement or permit to provide for such behalf, but only with respect to: additional insured. 421-2915 06 15 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 4 00123B 0112 of 0275 ZDX 9803177 2509550 (3) Applies on a primary basis if that is advertising injury" involved the rendering required by the written contract, written of or failure to render any professional agreement or permit. services by or for you. (4) Will not be broader than coverage d. With respect to the insurance afforded to provided to any other insured. these additional insureds, the following is (5) Does not apply if the "bodily injury", added to SECTION III — LIMITS OF "property damage" or "personal and INSURANCE: advertising injury" is otherwise excluded The most we will pay on behalf of the from coverage under this Coverage Part, additional insured for a covered claim is the including any endorsements thereto. lesser of the amount of insurance: c. This provision does not apply: 1. Required by the contract, agreement or (1) Unless the written contract or written permit described in Paragraph a.; or agreement was executed or permit was 2. Available under the applicable Limits of issued prior to the "bodily injury', "property Insurance shown in the Declarations. damage", or "personal injury and This endorsement shall not increase the advertising injury". applicable Limits of Insurance shown in the (2) To any person or organization included as Declarations. an insured by another endorsement 2. Additional Insured — Primary and Non- issued by us and made part of this Contributory Coverage Part. The following is added to SECTION IV — (3) To any lessor of equipment: COMMERCIAL GENERAL LIABILITY (a) After the equipment lease expires; or CONDITIONS, Paragraph 4. Other insurance: (b) If the "bodily injury", "property Additional Insured — Primary and Non- damage", "personal and advertising Contributory injury" arises out of sole negligence of If you agree in a written contract, written the lessor agreement or permit that the insurance provided to (4) To any: any person or organization included as an (a) Owners or other interests from. whom Additional Insured under SECTION II — WHO IS land has been leased which takes AN INSURED, is primary and non-contributory, place after the lease for the land ex- the following applies: pires; or If other valid and collectible insurance is available (b) Managers or lessors of premises if: to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our (i) The occurrence takes place after obligations are limited as follows: you cease to be a tenant in that a. Primary Insurance premises; or (ii) The "bodily injury", "property This insurance is primary to other insurance damage", "personal injury" or that is available to the Additional Insured advertising injury arises out of which covers the structural alterations, new con- Additional Insured as a Named Insured. We struction or demolition operations will not seek contribution from any other performed by or on behalf of the insurance available to the Additional Insured manager or lessor. except: (5) To "bodily injury", "property damage" or (1) For the sole negligence of the Additional "personal and advertising injury" arising Insured; out of the rendering of or the failure to (2) When the Additional Insured is an render any professional services. Additional Insured under another primary This exclusion applies even if the claims liability policy; or against any insured allege negligence or (3) when b. below applies. other wrongdoing in the supervision, monitoring If this insurance is primary, our obligations are hiring, employment, training or of others by that insured, the not affected unless any of the other insurance "occurrence" which caused the "bodily is also primary. Then, we will share with all that other insurance by the method described injury" or"property damage" or the offense in c. below. which caused the "personal and 421-2915 06 15 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 4 ZDX 9803177 2509550 b. Excess Insurance insurer contributes equal amounts until it has (1) This insurance is excess over any of the paid its applicable limit of insurance or none of other insurance, whether primary, excess, the loss remains, whichever comes first. If any contingent or on any other basis: of the other insurance does not permit contribution by equal shares, we will contribute (a) That is Fire, Extended Coverage, by limits. Under this method, each insurer's Builder's Risk, Installation Risk or share is based on the ratio of its applicable similar coverage for"your work"; limit of insurance to the total applicable limits (b) That is Fire insurance for premises of insurance of all insurers rented to the Additional Insured or 3. Blanket Waiver of Subrogation temporarily occupied by the Additional I The following is added to SECTION IV — Insured with permission of the owner; COMMERCIAL GENERAL LIABILITY (c) That is insurance purchased by the CONDITIONS, Paragraph 8. Transfer Of Rights Additional Insured to cover the Of Recovery Against Others To Us: Additional Insured's liability as a tenant for "property damage" to We waive any right of recovery we may have premises rented to the Additional against any person or organization with whom you Insured or temporarily occupied by the have a written contract that requires such waiver Additional with permission of the because of payments we make for damage under owner; or this coverage form. The damage must arise out of your activities under a written contract with that (d) If the loss arises out of the person or organization. This waiver applies only to maintenance or use of aircraft, "autos" the extent that subrogation is waived under a or watercraft to the extent not subject written contract executed prior to the "occurrence" to Exclusion g. of SECTION I — or offense giving rise to such payments. COVERAGE A — BODILY INURY 4. Bodily Injury Redefined AND PROPERTY DAMAGE LIABILITY. SECTION V — DEFINITIONS, Definition 3. "bodily (2) When this insurance is excess, we will injury" is replaced by the following: have no duty under Coverages A or B to 3. "Bodily injury" means bodily injury, sickness or defend the insured against any"suit" if any disease sustained by a person including death other insurer has a duty to defend the resulting from any of these at any time. "Bodily insured against that "suit". If no other injury" includes mental anguish or other insurer defends, we will undertake to do mental injury resulting from "bodily injury". so, but we will be entitled to the insured's 5. Broad Form Property Damage — Borrowed rights against all those other insurers. Equipment, Customers Goods, Use of (3) When this insurance is excess over other Elevators Insurance, we will pay only our share of a. SECTION I—COVERAGES, COVERAGE A— the amount of the loss, if any, that BODILIY INJURY AND PROPERTY exceeds the sum of: DAMAGE LIABILITY, Paragraph 2. (a) The total amount that all such other Exclusions subparagraph j. is amended as insurance would pay for the loss in the follows: absence of this insurance; and Paragraph (4) does not apply to "property (b) The total of all deductible and self damage" to borrowed equipment while at a insured amounts under all that other jobsite and not being used to perform insurance. operations. We will share the remaining loss, if any, Paragraphs (3), (4) and (6) do not apply to with any other insurance that is not "property damage"to "customers goods"while described in this Excess Insurance on your premises nor do they apply to the use provision and was not bought specifically of elevators at premises you own, rent, lease to apply in excess of the Limits of or occupy. Insurance shown in the Declarations of b. The following is added to SECTION V — this Coverage Part. DEFINTIONS: c. Method Of Sharing 24. "Customers goods" means property of If all of the other insurance permits your customer on your premises for the contribution by equal shares, we will follow this purpose of being: method also. Under this approach each 421-2915 06 15 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 4 001239 0113 of 0275 ZDX 9803177 2509550 a. worked on; or 10. Non-Owned Watercraft b. used in your manufacturing process. SECTION I — COVERAGES, COVERAGE A c. The insurance afforded under this provision is BODILY INJURY AND PROPERTY DAMAGE excess over any other valid and collectible LIABILITY, Paragraph 2. Exclusions, property insurance (including deductible) subparagraph g.(2) is replaced by the following: available to the insured whether primary, g. Aircraft, Auto Or Watercraft excess, contingent (2) A watercraft you do not own that is: 6. Knowledge of Occurrence (a) Less than 51 feet long; and The following is added to SECTION IV — (b) Not being used to carry persons or COMMERCIAL GENERAL LIABILITY property for a charge; CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: This provision applies any person who, either with your consent, either uses or is e. Notice of an 'occurrence", offense, claim or responsible for the use of a watercraft. "suit" will be considered knowledge of the insured if reported to an individual named 11. Supplementary Payments Increased Limits insured, partner, executive officer or an SECTION I — SUPPLEMENTARY PAYMENTS "employee" designated by you to give us such COVERAGES A AND B, Paragraphs 1.b. and a notice. 1.d. are replaced by the following: 7. Liberalization Clause 1.b.Up to $2,500 for cost of bail bonds required The following is added to SECTION IV — because of accidents or traffic law violations COMMERCIAL GENERAL LIABILITY arising out of the use of any vehicle to which CONDITIONS: the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. Liberalization Clause 1.d.All reasonable expenses incurred by the If we adopt any revision that would broaden the insured at our request to assist us in the coverage under this Coverage Form without investigation or defense of the claim or "suit", additional premium, within 45 days prior to or including actual loss of earnings up to$1000 a during the policy period, the broadened coverage day because of time off from work. will immediately apply to this Coverage Part. 12. Unintentional Failure to Disclose Hazards 8. Medical Payments — Extended Reporting The following is added to SECTION IV — Period COMMERCIAL GENERAL LIABILITY a. SECTION I—COVERAGES, COVERAGE C— CONDITIONS, Paragraph 6. Representations: MEDICAL PAYMENTS, Paragraph 1. Insuring Agreement, subparagraph a.(3)(b) We will not disclaim coverage under this Coverage is replaced by the following: Part if you fail to disclose all hazards existing as of the inception date of the policy provided such (b) The expenses are incurred and reported failure is not intentional. to us within three years of the date of the accident; and 13. Unintentional Failure to Notify b. This coverage does not apply if COVERAGE The following is added to SECTION I — C — MEDICAL PAYMENTS is excluded either COMMERCIAL GENERAL LIABILL ITY by the provisions of the Coverage Part or by CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: endorsement. 9. Newly Acquired Or Formed Organizations Your rights afforded under this policy shall not be prejudiced if you fail to give us notice of an SECTION II — WHO IS AN INSURED, Paragraph "occurrence", offense, claim or"suit', solely due to 3.a. is replaced by the following: your reasonable and documented belief that the a. Coverage under this provision is afforded until "bodily injury" or"property damage" is not covered the end of the policy period. under this policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 4 of 4 d. The allegations in the "suit" and the infor- (2) Provides us with written authorization to: mation we know about the "occurrence" are (a) Obtain records and other information such that no conflict appears to exist be- related to the"suit"; and tween the interests of the insured and the (b) Conduct and control the defense of interests of the indemnitee; the indemnitee in such "suit". e. The indemnitee and the insured ask us to So long as the above conditions are met, attor- neys'and control the defense of that in- neys' fees. incurred by us in the defense of that demnitee against such "suit" and agree that we can assign the same counsel to defend indemnitee, necessary litigation expenses an- the insured and the indemnitee; and cuirrdd by us and necessary litigation expenses incurred by the indemnitee at our request will f. The indemnitee: be paid as Supplementary Payments. (1) Agrees in writing to: Our obligation to defend an insured's indem- (a) Cooperate with us in the investiga- nitee and to pay for attorneys' fees and neces- tion„ settlement or defense of the sary litigation expenses as Supplementary "suit"; Payments ends when: (b) Immediately send us copies of any a. We have used up the applicable limit of demands, notices, summonses or insurance in the payment of judgments or legal papers received in connection settlements; or with the"suit"; b. The conditions set forth above, or the terms (c) Notify any other insurer whose cov- of the agreement described in Paragraph f. erage is available to the Gndemnitee; above, are no longer met. and (d) Cooperate with us with respect to coordinating other applicable insur- ance available to the indemnitee; and Page 2 of 2 ©ISO Properties, Inc., 2006 CG 01 22 12 07 ❑ COMMERCIAL GENERAL LIABILITY CG 01 22 12 07 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. IMINNESOTA CHANGES - CONTRACTUAL LIABILITY EXCLUSION AND SUPPLEMENTARY PAYMENTS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Paragraph 2.b. of Exclusions of Section I —Cora- d. All reasonable expenses incurred by the erage A — Bodily Injury And Property Damage insured at our request to assist us in the in- Liability is replaced by the following: vestigation or defense of the claim or "suit", 2. Exclusions including actual loss of earnings up to $250 a day because of time off from work. This insurance does not apply to: e. All court costs taxed against the insured in b. Contractual Liability the "suit". However, this coverage does not "Bodily injury" or "property damage" for include attorneys' fees or attorneys' ex- which the insured is obligated to pay dam- penses taxed against the insured. ages by reason of the assumption of liability f. Prejudgment interest awarded against the in a contract or agreement. This exclusion insured on that part of the judgment we does not apply to liability for damages: pay- (1) That the insured would have in the ab- g. All interest on the full amount of any judg- sence of the contract or agreement; or ment that accrues after entry of the judg- (2) Assumed in a contract or agreement ment and before we have paid, offered to that is an "insured contract", provided pay„ or deposited in court the part of the the "bodily injury" or "property damage" judgment that is within the applicable limit occurs subsequent to the execution of of insurance. the contract or agreement. These payments will not reduce the limits of in- B. Section I — Supplementary Payments — Cover- surance. ages A And B is replaced by the following: 2. If we defend an insured against a "suit" and an 1. We will pay, with respect to any claim we in- indemnitee of the insured is also named as a vestigate or settle, or any "suit" against an in- party to the "suit", we will defend that indem- sured we defend: nitee if all of the following conditions are met: a. All expenses we incur. a. The "suit" against the indemnitee seeks b. Up to $250 for cost of bail bonds required damages for which the insured has as- because of accidents or traffic law viola- sumed the liability of the indemnitee in a tions arising out of the use of any vehicle to contract or agreement that is an "insured which the Bodily Injury Liability Coverage contract"; applies. We do not have to furnish these b. This insurance applies to such liability as- bonds. sumed by the insured; c. The cost of bonds to release attachments, c. The obligation to defend, or the cost of the but only for bond amounts within the appli- defense of, that indemnitee, has also been cable limit of insurance. We do not have to assumed by the insured in the same "in- furnish these bonds. sured contract"; Page 1 of 2 CG 01 22 12 07 ©ISO Properties, Inc., 2006 19 Mobile Equip- Only those "autos"that are land vehicles and that would qualify under the ment Subject definition of"mobile equipment" Lander this policy if they were not subject to a To Compulsory compulsory or financial responsibility, law or other motor vehicle insurance law Or Financial where they are licensed,or principally garaged Responsibility Or Other Motor Vehicle Insur- ance Law Only B. Owned Autos You Acquire After The Policy SECTION II - LIABILITY COVERAGE Begins A. Coverage 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered We will pay all sums an "insured" legal➢y must next to a coverage in Item Two of the Decla pay as damages because of "bodily injury" or rations, then you have coverage for "autos" ""property damage" to which this insurance ap- that you acquire of the type described for the plies, caused by an "accident" and resulting remainder of the policy period. from the ownership, maintenance or use of a 2. But, if Symbol 7 is entered next to a cover- covered "auto". age in Item Two of the Declarations, an We will also pay all sums an "insured" legally "auto" you acquire will be a covered "auto" must pay as a "covered pollution cost or ex- for that coverage only if: pense" to which this Insurance applies, caused a. We already cover all "autos"that you own by an, "'accident" and resulting from the owner- for that coverage or it replaces an "auto" ship„ maintenance oir use of covered "autos". you previously owned that had that cov- However, we will only pay for the "covered pol- erage; and lution cost or expense" if there Is either "bodily b. You tell us within 30 days after you ac- injury" or property damage to which this in quire it that you want us to cover it for suranc'e applies that is caused by the same "accident". that coverage, C. Certain Trailers, Mobile Equipment And We have the right and duty to defend any rn cured" against a "suit" asking for such damages Temporary Substitute Autos or a "covered pollution cost or expense". How- If Liability Coverage is provided by this Cover- ever„ we have no duty to defend any "insured"" age Form, the following types of vehicles are against a "suit" seeking damages for "bodily, also covered "autos"for Liability Coverage: Injury" or "property damage" or a "covered 1. "Trailers" with a load capacity of 2,000 pollution cost or expense" to which this ins'ur- pounds or less designed primarily for travel ance does not apply, We may Investigate and on public roads, settle any claim or "suit" as we consider appro- prate. Our duty to defend or settle ends when 2. "Mobile equipment" while being carried or the LiabilityCoverage Limit of Insurance has towed by a covered "auto g been exhausted by payment of judgments, or 3. Any "auto" you do not own while used with settlements. the permission of its owner as a temporary substitute for a covered "auto" you own that 1 Who Is An Insured is out of service because of its: The following are "insureds": a. Breakdown; a. You for any covered "auto b. Repair; b. Anyone else while using with your per- mission a covered "auto" you own, hire c. Servicing; or borrow except: d. "Loss"; or (1) The owner or anyone else from whom e. Destruction. you hire or borrow a covered "auto". This exception does not apply if the covered "auto" is a "trailer" connected to a covered "auto" you own. Page 2 of 12 Copyright, ISO Properties, Inc., 2005 CA 00 01 03 06