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HomeMy WebLinkAbout2. 05/21/2025 Agreement GVS COURTq c o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: June 2, 2025 TO: Cheri Tamborski Emergency Services Mayor Bruce Halle Fire & Ambulance District 1 Board of Governors FROM: Liz Yongue, Deputy Clerk SUBJECT: May 21, 2025 BOCC Meeting The following item has been executed, redacted, and added to the record: C28/H2 Restated Agreement between Monroe County and EMS Technology Solutions, LLC for legacy fleet asset management software and support services in the amount of $27,726.00, for the initial year commencing retroactively on February 7, 2025 and ending on February 6, 2026, with the option to renew for four(4) one (I)-year renewal terms. Should you have any questions, please feel free to contact me at(305) 292-3550. cc: County Attorney_ Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 RESTATED AGREEMENT between MONROE COUNTY,FL and EMS TECHNOLOGY SOLUTIONS,LLC for MCFR Fleet Management Software(Operative IQ) 21 st �/] THIS AGREEMENT is made and entered into this�day of + � t d44 , 202$, and made retroactive to February 7, 2025, for purposes of ensuring uninterrupted and continuous services,by and between the Monroe County,Florida,a political subdivision of the State of Florida, with principal offices located at 1100 Simonton Street, Key West, FL 33040 (the "County") and EMS Technology Solutions, LLC (d/b/a Operative IQ), a Georgia limited liability company with principal offices located at 3781 Tramore Pointe Pkwy, Austell, GA 30106 (the "Contractor")to provide legacy software and services as more specifically 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 between the parties including,but not limited to,the agreement dated January 16,2013,its amendment No. 1 dated February 19,2014,and any subsequent extensions thereunder.This Agreement is the current and effectual understanding of the parties, and it incorporates by reference the following Exhibits: "Exhibit A"—EMS Technology Solutions,LLC Main Service Agreement "Exhibit B"—Product&Pricing Schedule In the event of a conflict among the contract documents, a duly executed amendment to this Agreement (most recent in sequential order) will control, then this Agreement, then "Exhibit A," and then"Exhibit B,"in that order. Ordering Documents, as defined herein, are also an integral part of this Agreement and will serve only to administratively amend the approved listing of current County-approved products, subscriptions, and/or services, consistent with the process described in Paragraph 2(c),below. 2) The Work/Services The Contractor must provide legacy(perpetual)licenses,products/support,and perform all work for the County required by this Agreement,and as set forth below: a) Contractor will furnish all software, services, labor, materials, and equipment necessary as indicated in "Exhibit A" and "Exhibit B," both attached hereto and incorporated herein. b) 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 tern of this Agreement appropriate licenses,as applicable and necessary for the services provided. c) Subject to the monetary limitations set forth in paragraph 5,herein,the parties may administratively amend the "Exhibit B,"Products &Pricing Schedule,to change (add or remove) the approved product and services list by way of an Ordering Document(s).An Ordering Document means a written order,proposal,or purchase document in which Contractor agrees to provide and Couty agrees to purchase or delete specific products and/or services detailed therein, and such written document does not modify or add additional terms and conditions not already Page I of 14 provided herein. An Ordering Document that administratively amends the list of approved products and/or services must be executed by the County Administrator or designee and attached as an addendum to the"Exhibit B,"this will ensure that a record is created memorializing any changes to the Product&Pricing Schedule to provide for a comprehensive list of approved products and/or services between the parties at any given time. Additional terms and conditions in an Ordering Document will be of no effect,unless consistent with this Agreement.If the County should elect to suspend or discontinue the use of a license and its support and maintenance services for any or all of the County's list of products and/or services, the County may do so upon thirty(30)days'written notice,with the applicable fees prorated for the applicable term, and such action must be duly memorialized in an Ordering Document attached as an addendum to"Exhibit B." 3) Contract Amount&Payment Contractor will perform contract requirements with pricing for the current legacy licenses and purchase of new licenses and bundled products/services consistent with`Exhibit B," to wit: $27,726.00 (Sourcewell contract #020221-GEO price discounts applied). The legacy licenses and associated pricing will remain the same across time;however,any add- on item purchased in the initial term or thereafter,will be charged at the current prevailing rate for the new license/support for that particular line-item. County is exempt from payment of Florida State Sales and Use taxes. Additionally, the Contractor must submit invoices that are acceptable to the Monroe County 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. 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 are 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 term of the agreement is for one(1)year commencing retroactively to February 7, 2025, and ending on February 6, 2026. The term may be extended for one (1) year intervals, up to a maximum of four (4) extension terms, and must be in writing memorializing the mutual agreement of the parties consistent with the limitations set forth herein.An extension of this Agreement may be exercised by the County Administrator,or designee, exercising her authority vested pursuant to the Monroe County Purchasing Policy, so long as all extensions are made expressly subject to the same terms and conditions as provided herein. Notwithstanding any provision to the contrary, there shall be no automatic extension/renewals permitted hereunder.This contract,and any extension thereof, must not exceed the total value of$100,000 without the prior written approval of the Monroe County Board of County Commissioners.As used herein,the total value of the contract is calculated by adding the value of any expense-added amendment/addendum and/or extension term after the Board of County Commissioners' most recent approval. 6) 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, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Page 2 of 14 Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. 7) Assignment and Subcontracting Contractor must not transfer or assign the performance required by this Agreement without the prior written consent of the Monroe County Board of County Commissioners. This Agreement, or any portion thereof, must not be subcontracted without the prior written consent of the County nor may the Contractor assign any monies due or to become due to him or her,without the previous written consent. S) Termination In the event that the Contractor is found to be negligent in any aspect of service,the County shall have the right to terminate this Agreement after seven (7) days' written notification to the Contractor. a) 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 seven (7) calendar days' written 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 sutra 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 recuperate 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. 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 pay Contractor the sum due as of the appointed termination date, unless the cost of completion of the remaining work under the Agreement exceeds the funds remaining in the contract. The maximum amount due to Contractor shall not exceed the spending cap in this Agreement, 9) Remedies The County reserves the right to recover any ascertainable actual damages incurred as a result of the failure of the Contractor to perform in accordance with the requirements of this Agreement, or for losses sustained by the County resultant from the Contractor's failure to perform in accordance with the requirements of this Agreement. 10) Data Management;Data Security Standards.Contractor roust 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, FIa. Stats., as amended from time to time. To ensure safety of personal data, Page 3 of 14 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. I l} Insurance Requirements Contractor shall obtain and maintain at its own expense the insurance coverages listed within this paragraph prior to commencing service under this Agreement. All insurance requirements provided for in this Agreement shall be subject to annual review.Depending on the extent of contractual obligations incurred by the Contractor, the below insurances will be required. Insurances can be altered via written waiver by County's Risk Manager, if required.The Contractor must keep in full force and effect the insurance described during the term of this Agreement. If the insurance policies originally purchased that meet the requirements are canceled, terminated, or reduced in coverage, then the Contractor must immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the Monroe County Risk Department or the Artificial Reefs Program Department whenever acquired, amended, and annually during the term of this Agreement. Prior to execution of this Agreement, Contractor shall furnish the County Certificates of Insurance indicating the minimum coverage limitations in the following amounts: a) WORKERS COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE. Where applicable, coverage to apply for all employees at the minimum statutory limits as required by Florida Law, and Employee's Liability coverage in the amount of$100,000.00 bodily injury by accident, $500,000.00 bodily injury by disease,policy limits, and 11100,000..00 bodily injury by disease, each employee. b) COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle liability insurance, including applicable no-fault coverage, with limits of liability of not less than $300,000.00 per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. If single limits are provided, the minimum acceptable limits are$200,000.00 per person,$300.000.00 per occurrence,and$200. 000.00 property damage. Coverage shall include all owned vehicles,all non-owned vehicles,and all hired vehicles. c) COMMERCIAL GENERAL LIABILITY. Commercial general liability coverage with limits of liability of not less than $1 000 000.00 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Such coverage must include, as a minimum: Premises Operations, Products and Completed Operations, Blanket Contractual Liability, and Personal Injury Liability. An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. d) Page 4of14 c) CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provided to the County at the time of execution of this Agreement and certified copies provided if requested. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the County before any policy or coverage is canceled or restricted.The underwriter of such insurance shall be qualified to do business in the State of Florida. If requested by the County Administrator, the insurance coverage shall be primary insurance with respect to the County, its officials, employees, agents, and volunteers. Failure of Contractor to comply with the insurance requirements of this section shall be cause for immediate termination of this Agreement. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, 1100 SIMONTON STREET, KEY WEST, FLORIDA 33040, MUST BE NAMED AS ADDITIONAL INSUREDAND CERTIFICATE.HOLDER ONALL POLICIESENC'EPT WORKER'S COMPENSATION. In the event that the Contractor subcontracts any or all of the work in this contract to any third party,the Contractor specifically agrees to identify the County as an additional insured on all insurance policies required by the County. In addition, the Contractor specifically agrees that all agreements or contracts of any nature with his subcontractors shall include the County as additional insured. 12) Indemnification&Hold Harmless a) The parties agree that the total fees paid by the County for the work or services under this agreement during the twelve month period immediately prior to the event giving rise to the liability 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; (S) the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of the Contractor or any of its employees, agents, sub-contractors or other 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). 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 by virtue of this Agreement,against the County,its elected and appointed officials, employees, and agents for the infringement of any patents, trademarks or copyrights claimed by any person, firm., or corporation. b) Nothing contained herein is intended, nor may it be construed, to waive County's Page 5 of 14 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. 13) 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(1)(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 under a contract with any public entity; and may not transact business with any public entity." 14) County Suspended Vendor List The eligibility of persons to bid for an award of County contract(s),or enter into a contract, may be suspended pursuant to see.2-347(l)of the Monroe County Code of Ordinances. In the event an eligible person is suspended by the County after the contract is awarded,or a suspended person is employed to perform work (e.g. subcontractor in a bid or contract) pursuant to a County contract,same shall constitute a material breach of the contract. The County, in its sole discretion, may terminate the contract with no further liability to the contractor beyond payment of the portion of the contract price that may be due for work satisfactorily completed up to the date of termination, and hereby reserves all other rights and remedies available at law or in equity_ 15) 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. 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 this contract_ e) 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 contract. Page 6 of 14 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. 16) 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. 17) 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. 18) Notice All written correspondence to the County shall be dated and signed by an authorized representative of the Contractor. Any written notices or correspondence required or contemplated under this Agreement shall be sent by U.S. Mail, certified, return receipt requested,postage pre-paid,or by courier with proof of delivery.Notice is deemed received by Contractor when hand delivered by national courier with proof of delivery or by U.S. Mail upon verified receipt or upon the date of refusal or non-acceptance of delivery. Notice shall be sent to the following persons: FOR COUNTY: FOR CONTRACTOR: / County Administrator C5 e!'G _' 6 1P ` Monroe County 3-7971 !ro m c� Pytf�i e.C' (�f 1100 Simonton Street,Room 2-205 /0(D Key West,FL 33040 Email: O Q �r And(with copy to) (1 Monroe County Attorney's Office I I I l 12th Street,Suite 408 Key West,FL 33040 19) Choice of Law and Venue The parties hereby agree that the only laws that apply to this 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 Page 7 of 14 Southern District of Florida,whenever applicable. 20) Attorney's Fees and Costs County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs,investigative, and out-of-pocket expenses, as an award against the non-prevailing party, at all levels of the court system, including in appellate proceedings. 21) Trade Secrets Documents submitted by Contractor which constitute trade secrets as defined in Sections 812.081 and 688.002,Florida Statutes,as amended from time to time,and which are clearly marked or stamped as confidential by the Contractor at the time of submission to the County,will not be subject to public access.However,should a requestor of public records challenge Contractor's interpretation of the term "trade secrets" within five (5) calendar days of such challenge, Contractor must provide a separate written affidavit that includes an indemnification and release guarantee,as approved by the County Attorney or designee, to the County to support its claim that the alleged trade secrets or proprietary confidential business information actually constitutes same as defined by law. Contractor must demonstrate the need for confidentiality of the documentation by showing a business advantage or an opportunity to obtain an advantage if the documentation was released. Otherwise, Contractor is required to timely seek a protective order in the Circuit Court of the Sixteenth Judicial Circuit in and for Monroe County to prevent the County's release of the requested records. 22) 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 Page 8 of 14 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: MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH STREET, SUITE 408,KEY WEST, FL 33040, EMAIL: PUBLICRECORDS MONKOECOUNTY- FL.GOV, OR PHONE: 305-292-3470. 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. 23) Audit Rights The Contractor must maintain accurate books,records,documents and other evidence that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Agreement, in accordance with generally accepted accounting principles. County reserves the right to audit the records of the Contractor for the commodities and/or services provided under the contract at any time during the performance and term of the contract and for a period of five(5) after termination of this contract. Contractor agrees to submit to an audit as required by the County, the Chief Financial Officer of the State of Florida, the Auditor General of the State of Florida, the Florida Office of Program Policy Analysis and Government Accountability, or other authorized representatives)of the State of Florida. The Contractor must allow the County or such other auditing agency to have access to and inspect the complete records of the Contractor in relation to this Agreement at any and all times during normal business hours for the purposes of conducting audits or examinations or malting excerpts or transcriptions. Such requirements will survive the termination of this Agreement. 24) Third Party Beneficiaries Neither Contractor nor County intends to directly or substantially benefit a third party by this Agreement. Therefore, the Parties acknowledge that there are no third-party beneficiaries to this Agreement and that no third party is or will be entitled to assert a right or claim against either of them based upon this Agreement. 25) Uncontrollable Circumstances("Force Majeure'� As used herein,"Force Maj eure"means the occurrence of any event that prevents or delays the performance by either party of its obligations hereunder which are beyond the reasonable control of the non-performing party. Examples of"Force Majeure"include,but are not limited to, acts of God, natural disasters, or emergency governmental action. To invoke this paragraph, immediate written notice, consistent with the "Notice"provisions of this Agreement,must be sent by the non-performing party describing the circumstances constituting force majeure and proof that the non-performance or delay of performance is a direct and reasonable result of such event(s). Any claim for extension of time by Contractor pursuant to this paragraph will be made not more than Seventy-two(72)hours after the commencement of the delay. Otherwise,it shall be waived. The Contractor shall immediately report the termination of the cause for the delay within seventy-two(72)hours after such termination. The County reserves its right to challenge the invocation by the Contractor within five(5)calendar days of receipt of said notice,in such case uninterrupted Page 9 of 14 performance in required. However, in the event the invocation is accepted by the County, the Contractor must take all reasonable measures to mitigate any and all resulting damages, costs, delays, or disruptions to the Contractor's performance requirements under this Agreement. All obligations must resume when the circumstances of such event(s) have subsided, or other arrangements are made pursuant to a written amendment to this Agreement. 26) 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 not 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 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. 27) 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." 28) Scrutinized Companies and Countries of Concern per Sections 287.135, 215.473, & 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 after the execution of this Agreement, County will have all rights and remedies to terminate this Agreement consistent with Section 287.135, Florida Statutes, as 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 Page 10 of 14 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. EMS TECHNOLOGY SOLUTIONS,LLC 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 of perjury, I declare that I have read the foregoing statement and that the facts stated in it are true. Printed Name: �d l.Zo Title: 6 P D pua cfflw Signature: 4S� Date: Aaq �?O,:;3 29) 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. 30) 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 automaticaIIy 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 Civil Rights Act of 1964 (PI, 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. 1691-1683, 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 Page 11 of I4 Disabilities Act of 1990 (42 USC s. 12101 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) 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. 31) 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 lured 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 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. 32) ]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 subcontractors must not provide or use such covered telecommunications equipment, system, or services for any scope 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. 33) 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 Page 12 of 14 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 perform 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. 34) Environmental and Social Government and Corporate Activism Pursuant to Section 287.05701, Florida Statutes, as may be amended, the County cannot give preference to a contractor based on social,political or ideological interests as defined in the statute. Contractor is also prohibited from giving preference to any of its subcontractors based on the above referenced factors.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. 35) Merger; Amendment 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. 36) Interpretation 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. All personal pronouns used in this Agreement include the other gender, and the singular includes the plural, and vice versa,unless the context otherwise requires. Terms such as"herein"refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear,unless the context otherwise requires. Whenever reference is made to a section or article of this Agreement, such reference is to the section or article as a whole, including all subsections thereof,unless the reference is made to a particular subsection or subparagraph of such section or article. Any reference to "days" means calendar days, unless otherwise expressly stated_ 37) Joint Preparation 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 preparing same does not apply herein due to the joint contributions of both parties. 38) 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 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. 39) Signatory Authority Upon request, the Contractor must provide the County with copies of requisite Page 13 of 14 documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. 40) Counterparts and Multiple Originals. 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 and Contractor have executed this Agreement as of the date first written above. CONTRACTOR: EMS TECHNOLOGY SOLUTIONS,LLC By: 07621-6_, si i i-,,, s, snatur inot 1 i 0., 30,,fy, s VP diCE‘64/7-01S Print Name&Title STATE OF Ail-- COUNTY OF Co oh The foregoing instrument was sworn to/affinrned and acknowledged before me by means of hysical presence or D online notarization,this d l dayof 2O0 >by Mk .. nic , VP ri ter}, [President or AuthorityTitle]of EMS �. M TECHNOLOGY SOLUTIONS,LLC,a Georgia limited liability company. He/She is personally known to me/or has produced Dpi-vem I r c (type of identif ation)as identificatio . ovwiltifil /Ziereitz- . I' '. .1- ....- �,� , ANNV' ,/, Signature of Notary Public a ,. ><1.-";;Ossi°4';.. 4 6 ‘,..- . -8 r6d ..-:z:.,,,0° I;$ 4•4 . Rebcc4e ...: :.* r,,. %.16z, „` o (Print&Stamp Commissioned Name of Notary Public) . ? i1..'r,-ZLit COMMISSIONERS F#. MONROE COUNTY,FLORIDA -',,,,,-UNTY, Cs,‘‘'N ak 'Ilitmitt0' M4 ,arr ,,, . , i s )0 1 . ier r James K.Sc o 1 BOARD OF GOVERNORS,FIRE AND AMBUL ' DISTRICT 1 O MONROE COUNTY,FLORIDA:- By: ' /f - ---e:L.,(0)::`- -(1..V;\ Chairperson Bruce Halle /1.:,-,-,:',3-' , Igealr; ',, y. ;., z>qqR t t t obis .0 sti r fit‘ ado 7 Clerk 3 . g ......, / .. ' ti ) 1 ,,,, 9 1,2_1 ,,,,,,i,:.: ,:,,,,,,i,,,,, , '_ rn YIT,4k. ,:' i\--,\,VI:,•:'''.s'.(AtAi (i4yOr.4.- i'-----t`a S -',�",b�,�5��t ,,L� -�1'\,t`7 t.it r � � j -'��. _ Deputy Clerk : ) % w,°: Y);t ,e .t- ' �R�'� Yak •. -," ' Ap rovefd`�as to legal form&sufficiency: Digitally signed by Eve M.Lewis "`'� Eve .Lewis Date�n�s.os.Ot,4.47.24-O4'OO. in rill Eve M.Lewis,Assistant County Attorney *` To' Or Page 14 of 14 "EXHIBIT A" OpInnTlul 10 EMS Technology Solutions, LLC Main Services Agreement This Main Services Agreement governs the Customer's purchase and use of EMS Technology Solutions, LLC Services. This Agreement and the purchase details of any sales order or purchase order constitute the entire Agreement between the Parties. All terms and conditions contained in any other prior or subsequent oral or written communication, including,without limitation, terms and conditions contained in Customer's purchase order which are different from or in addition to this Agreement, are hereby rejected and shall not be binding on the Company, and the Company hereby objects thereto. Only amendments to this Agreement recorded in writing and signed by an authorized individual of both Parties hereto will be valid. Both Parties shall abide by the entirety of the terms of this Agreement and any applicable laws, rules, and regulations in connection with furnishing or using the Services.All purchased Services are for Customer use only and may not be shared with other entity or persons. This Agreement was last updated May 17,2024, and is effective between the Customer and Company beginning on the date of the Customer's acceptance of this Agreement. This Agreement may be accepted by 1)signing this Agreement or the Company's order form, or 2)submitting a purchase order 3) accessing Company's services. Upon acceptance,this Agreement will be legally binding on the Customer and the Company.Any individual accepting this Agreement on behalf of an entity, represents and warrants that they have the legal right and authority to do so and effectively binds such entity and its Affiliates to the terms of this Agreement. The Services may not be used with the intent to monitor availability or performance. Direct competitors of the Company are prohibited from accessing the Services unless the Company has provided prior written consent. 1 . Definitions 1.1. "Affiliate" means any entity that directly or indirectly controls or is controlled by(i.e., retains more than 50% ownership of), or is under common control with,the subject entity. 1.2. "Agreement" means this Main Services Agreement. 1.3. "Confidential Information" refers to all confidential and proprietary information of a Party ("Disclosing Party")disclosed to the other Party("Receiving Party")that is designated and clearly identified as confidential. Notwithstanding the foregoing, Confidential Information includes all Customer Data, regardless of whether such Customer Data is designated or confirmed in writing as confidential. Confidential Information may be furnished to a Receiving Party orally(and promptly confirmed in writing)or in writing.Subject to the provisions of Section 7 below, Confidential Information (except for Customer Data)does not include any information that 1)is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, 2)was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, 3)was independently developed by the May 7,2024 Page 7 of 10 Receiving Party without breach of any obligation owed to the Disclosing Party, or 4)is received from a third party without breach of any obligation owed to the Disclosing Party. 1.4. "Company" means EMS Technology Solutions, LLC, a Georgia limited liability company. 1.5. "Customer" means the entity and any of its Affiliates that have accepted this agreement. 1.6. "Customer Data" means any data and information submitted by or for the Customer to the Company. 1.7. "Equipment" means hardware and consumables that can be used with a Company Service. 1.8. "Non-EMS Technology Solutions Application or Equipment" means any application or equipment not created by the Company. This includes all integrated solutions and equipment. 1.9. "Parties" means both the Company and Customer and a"Party"means the Company and Customer individually. Each Party includes all employees and affiliated contractors. 1.10. "Professional Services" refers to additional Services including setup expenses, remote hourly training, data entry hours, onsite professional services, remote optimization services, or custom IT systems integration and development. 1.11. "Service" or"Services" refers to the licenses to the Company's management software as a service, including but not limited to the Operative IQ management software. 1.12. "Terre" means the length of time the Agreement is valid. The Term includes the initial agreed upon duration in addition to any extensions. 1.13. "Users" refers to anyone with authorized access to the Service. 2. Company Responsibilities 2.1. Purchased Services. Company will provide the Customer with access to the purchased licenses of the Operative IQ management software for the agreed upon Term. 2.1.1. Professional Services. Professional Services, including setup expenses, remote hourly training, data entry hours, onsite professional services, remote optimization services, or custom IT systems integrations and development shall be as specified on the quote. 2.1.1.1. Training. Remote hourly training includes dedicated time, scheduled by the Customer, for the Customers operations administrators to complete interactive training online with a Company Implementation Specialist. Onsite Professional Services fees include travel expenses within the continental United States. Travel Expenses outside of the continental United States are not included and will be invoiced upon completion of travel.Training packages are available for use up to one year from the date of purchase. Unused training hours or onsite packages will not be refunded after the one-year term has passed. 2.1.1.2. IT Professional Services. IT Professional Services projects are typically started within four weeks of the signed Agreement date, subject to resource availability. Project timelines are clearly communicated with the Customer and the Customer agrees to engage in a timely manner for the project's duration acknowledging that the completion of the project is dependent on Customer engagement. Projects with no Customer engagement over two weeks will be put on hold and are subject to resource May 7,2024 Page 2 of 10 allocation and additional costs. Once projects are considered complete, any changes or additional requests are subject to revision fees, which will require an additional quote and authorized approval. 2.1.2. Technical Support, Company will provide 1)application support and hosting, 2)database management services for the Service on our application servers, and 3)on-going technical and non-technical support for application users as part of the Service. Maintenance upgrades to the Service that are relevant to all customers will be provided at no additional charge. 2.1.3. Data Security. Company uses a Disaster Recovery as a Service(DRAAS)solution to replicate data to a secondary datacenter for use in case of a disaster. Local data backups are performed daily.Threat management services and data center security are in place to further protect the computing environment and Customer Data. 2.1.4. Force Majeure. If by reason of any act of God, labor dispute, strike, lockout, riot,war, inability to obtain labor or materials, pandemic, earthquake,fire or other action of the elements accident, internet service provider failure or delay, denial of service attack, governmental restriction or other cause beyond the reasonable control of a Party hereto (each, a "Force Majeure Event"), either party is unable to perform in whole or in part its obligations as set forth in this Agreement, excluding any obligations to make payments hereunder, then such Party will be relieved of those obligations to the extent it is so unable to perform and such inability to perform will not make such party liable to the other Party. Neither Party will be liable for any losses, injury, delay or damages suffered or incurred by the other party due to a Force Majeure Event; provided, however, payment of any amount due hereunder shall not be excused by a Force Majeure Event. 3. Use of Services 3.1. Company Intellectual Property. The Company represents and warrants that the Services provided by Company under this Agreement will not violate, infringe, or misappropriate any patent, copyright, trademark,trade secret,or other third party rights of another party. The Customer acknowledges that the Operative IQ management software, including all aspects of all versions of the system and software, all supporting documentation, and all associated intellectual property rights belong to the Company. The Company holds all related patent, trademark, copyright, or trade secret interests related to Services provided. The Customer also acknowledges that the Operative IQ management software, including the software and supporting documentation, is treated by Company as its secret and proprietary information of substantial value and the Customer shall keep such information in confidence and shall not use, copy, disclose, reverse engineer, nor permit any other third party to use, copy, disclose, or reverse engineer for any purpose not specifically authorized under this agreement.All rights not granted in this Agreement are reserved by Company. 3.2. Usage Restrictions. The Customer will not share the Services with anyone other than its Users nor shall the Customer use the Services to the benefit of anyone other than itself and its Affiliates. Customer will not use the Services for any illegal or unlawful purpose. 3.3. Customer Responsibilities. The Customer acknowledges that it will take sole responsibility for the actions of its Users, employees, and Affiliates in connection with the Services and shall use the Services only as provided in this Agreement and any Service documentation provided by the Company. The Customer is also solely responsible for the Customer Data connected with the Services. Customer acknowledges that the Services depend on stable, reliable internet service May 7,2024 Page 3 of 10 and that changes to internet access or networks can result in a loss of Services. 3.4. Removal of Rion-Company Equipment and Applications. If the Customer receives notice that a non-Company application or equipment used with a Service is no longer lawful to operate or use,they will cease use and remove or disable the application or piece of equipment.The Customer acknowledges that they may 1)be required to provide proof of removing or disabling the application or equipment, and 2) be removed from Company Services if they refuse to discontinue illegal use of the non-Company application or equipment. 4. Non-EMS Technology Solutions Applications and Equipment 4.1. Equipment. The Customer may purchase equipment including RFID Equipment, Barcode and RFID Tag Printers, Biometric Readers, and Consumables as needed to operate the Service. Prices for equipment will be specified on the order and invoices are payable upon receipt. Equipment returns are accepted within 30 days for Equipment that is in its original packaging. Used equipment or returns after the 30-day period are subject to approval and restocking fees. 4.2. Integrations with Third Party Applications. The Services provided may integrate with a non- Company application. Company does not guarantee the Customer continued availability of the third-party services and are not required to provide a notice or a refund in connection with a change to a third party integrated service. 4.3.Warranties. Equipment sold by Company carries only those warranties specified by their manufacturers,for the duration specified by their manufacturer,with no other expressed or implied warranties. If there is a Customer warranty claim, Company has the option to repair or replace the equipment but is not liable for any damage, modification or nonconformity of equipment caused by the Customer. Customer will be responsible for all regular service and maintenance of equipment. 5. Fees and Payment 5.1. Service Fees. Requested payment and the quantity of licenses specific to each Service will be specified on the order and invoice. 5.2. Taxes. Prices do not include any sales, use, or excise tax or any other tax, duty, or charge which is now in effect or may be imposed by any Federal, State, or other authority during the Term.All such taxes, duties, or other charges shall be assessed and paid by the Customer at the time of invoicing unless the Customer provides Company an exemption certificate acceptable to the appropriate authorities. 5.3. Late Fees. 1.5% of the requested payment or the maximum amount permitted by law, whichever is less,will be charged in addition to the requested payment as a late fee 90 days after an undisputed payment was due. 5A. Pricing increases. Company reserves the right to increase prices at the time of renewal, up to and including a maximum of 5% increase annually. 5.5. Changes in License Quantity. The quantity of licenses can be increased or decreased without penalty by contacting Company. Minimum license requirements may apply, depending on the Service selected. All changes to the Services or Equipment must be by a written amendment or change order. Such changes to the Services or Equipment will still be subject to this Agreement unless otherwise specified in the amendment or change order. May 7,2024 Page 4 of 10 5.6. Invoicing and Payment. Electronic invoices will be provided to the Customer. Payment terms are annual net 45, unless otherwise agreed upon terms have been indicated in the invoice. If the Service is cancelled during the Term,the license will be prorated to reflect the number of months remaining in the then current Term. 5.7. RFID Solutions.All RFID Solutions require a non-cancellable purchase order and are payable upon receipt. Company reserves the right to require upfront payment for equipment and supplies as well as the right to cancel any order they believe to be fraudulent. 5.8. Professional Services. All Professional Services require a non-cancellable purchase order and are payable upon receipt. 6. Term and Termination 6.1. Term and Renewal.The initial Term begins on the order date and lasts for one year. Upon expiration, the Term will automatically renew for an additional year, unless terminated in accordance with Section 6.2 or Section 6.3. 6.2. Termination. Either Party can terminate this Agreement at any time without penalty and without cause as long as they provide written notice informing the other Party of their intent at least 30 days in advance. Company may immediately terminate this,agreement by written notice to the Customer if the requested payment is not paid within 90 days of the due date. Both Parties reserve the right to terminate this Agreement immediately by written notice if the other Party 1) is no longer a going concern, or 2)commits or suffers any act of bankruptcy or insolvency. 6.3. Non-appropriation. Notwithstanding anything to the contrary contained herein or in the order, if the Customer's Board of County Commissioners of Customer does not appropriate the funding needed by the Customer to make payments under this Agreement for a given fiscal year, the Customer will not be obligated to pay amounts due beyond the end of the last fiscal year for which funds were appropriated. In such event,the Customer will promptly notify the Company of the non-appropriation, and this Agreement will be terminated at the end of the last fiscal year for which funds were appropriated. No act or omission by the Customer which is attributable to non-appropriation of funds shall constitute a breach of or default under this Agreement. 6.4. Refund upon Termination. If the Customer pays for Services and terminates this Agreement, Company will promptly issue a pro-rated refund equal to the number of months remaining in the then-current Term. 6.5. Customer Data after Termination. The Customer will be provided access to a backup of their data upon written request if this Agreement is'terminated for any reason. Company will retain a copy of the Customer's Data for up to one year from the date of termination unless otherwise directed by Customer or longer if required by law. 6.6. Surviving Provisions.Any section of this Agreement which requires survival after the termination hereof, including but not limited to Sections 7, 8 and 9 shall survive termination or expiration of this Agreement. 7. Confidentiality May 7,2024 Page 5 of 10 7.1. Protection of Confidential Information. Neither Party may share or use Confidential Information,without the prior written consent of the other Party, except as required in performance of this Agreement or by law(see the Compelled Disclosure Section (7.2)). Both Parties will maintain all ownership rights to their own Confidential Information. The Customer will during the Term and at all times thereafter maintain the confidentiality of all source materials and sensitive information regarding software functionality. Company may use Customer information as input data in a database where the Customer's identity shall remain anonymous, as long as the Customer has provided prior written consent. Neither Party will make any press release or public announcement regarding this Agreement without the other Party's prior written consent, except when required bylaw. 7.2. Compelled Disclosure. Either Party may disclose Confidential Information of the other Party to the extent required by the law, if compelled by a valid order or directive from any court, government body, agency, department, political subdivision, or entity of the United States,any state, or in response to a subpoena (or similar instrument), or as necessary to perform or establish its obligations or to enforce its rights obligations under this Agreement.The Receiving Party must give prompt notice,where allowed by law,to the Party whose confidential information is being requested of any order, directive, or subpoena prior to disclosure so that an appropriate protective order can be sought, or other action can be taken, at the Disclosing Party's sole expense. 8. Mutual Indemnification 8.1. Indemnification by Company. Company will defend the Customer from any claims, losses, damages, penalties,judgments, and liabilities, including all reasonable related costs and expenses, that arise from any action or claim in connection with the Services, including,without limitation, that the Services infringe upon or misappropriate any patent, copyright,trade secret, or other intellectual property right, including any third-party intellectual property right.The Customer shall 1)give the Company prompt written notice of any such claim, and 2)assist Company, at Company' expense, in the resolution of the claim. Company maintains the right to 1)modify the Services at its discretion to no longer infringe upon or misappropriate a third parb/s intellectual property, or 2)cancel the Customer's Service License with 30 days written notice and promptly refund any Customer prepaid fees. The obligations in this section only apply if the claim against the Customer specifically references a Company paid Service that is being used in an officially sanctioned manner. 8.2. Indemnification by Customer. To the extent permitted by law, the Customer will defend Company from any claims, losses, damages, penalties,judgments, and liabilities, including all reasonable related costs and expenses, brought against Company by a third party claiming 1) a Service was combined with a non-Company application or configuration provided by the Customer that violates copyright or intellectual property laws, or 2)the Services are being used in an unlawful way. Company will provide prompt written notice of any claim against Company by a third party and will give all reasonable assistance with respect thereto, at the Customer's expense. The obligations in this section only apply if the claim does not arise from Company' violation of this contract. 8.3. Exclusive Remedy. This "Mutual Indemnification"section (8.1-8.3)states the indemnifying party's sole liability to the indemnified party and the indemnified party's sole remedy against the indemnifying party for any third-party claim. May 7,2024 Page 6 of 10 9. Liability Limitation & Warranty Limitations 9.1. Limitation of Liability. THE LIABILITY OF EACH PARTY WILL NEVER EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER IN THE TWELVE MONTHS PRIOR TO THE INCIDENT FROM WHICH THE LIABILITY STEMMED. THIS LIMITATION ALWAYS APPLIES, DESPITE THE STATUS OF THE ACTION AND REGARDLESS OF THE THEORY OF LIABILITY. DESPITE THIS LIMITATION OF LIABILITY, THE CUSTOMER AND ITS AFFILIATES ARE STILL RESPONSIBLE FOR THE PAYMENT OBLIGATIONS OUTLLINED IN THIS AGREEMENT. 9.2. Exclusion of Consequential and Related Damages. NEITHER PARTY WILL BE RESPONSIBLE FOR PUNITIVE DAMAGES NOR SPECIAL, PROXIMATE, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES INCLUDING LOSS OF PROFITS AS LONG AS THE LIABLE PARTY HAS NOT BREACHED THIS AGREEMENT. 9.3. WARRANTY LIMITATION. EXCEPT FOR ANY EXPRESS WARRANTY PROVIDED HEREIN, COMPANY AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL,AND MAKE NO, WARRANTIES (WHETHER EXPRESS,STATUTORY, IMPLIED OR OTHERWISE ARISING IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE), INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. COMPANY DOES NOT WARRANT THAT THE COMPANY SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, 10. Security. 10.1 Security Measures. Company deploys commercially reasonable security precautions intended to protect against unauthorized access to Customer Data stored by Company, including use of firewalls, encryption, authentication technologies and background screenings for employees. Not all security risks are reasonably foreseeable, however, and Company is not responsible for the consequences of security breaches that are not reasonably foreseeable and not reasonably within its control. Notwithstanding the foregoing or anything else to the contrary contained herein or in the order, Company agrees that in the event of any actual or suspected security breach, or any actual or suspected unauthorized access, disclosure, or use of Customer Data, Company shall be solely responsible for containing such security breach, mitigating potential risks to affected individuals, and immediately notifying Customer, affected individuals, and regulatory authorities where required by law. 10.2 Non-Circumvention. Neither Customer nor any Customer personnel may circumvent or otherwise interfere with any User authentication or security used by Company. Customer will immediately notify Company of any breach, or attempted breach, of security that Customer knows of or reasonably believes to know of. May 7,2024 Page 7 of 10 11. Proprietary Rights 11.1. License by Customer to Use Feedback. Company reserves the right to make any changes to the Services, at its sole discretion, based on Customer feedback. The Customer grants Company free use of and revokes any proprietary claim to Customer's feedback. 11.2, License by Customer to Company. During the Term, Customer grants Company nonexclusive,worldwide license to host, copy, use, transmit, and display any non-Company application or program code created for or by the Customer to use with the Services. If the Customer uses a non-Company application,the Customer permits Company to provide the third party with Customer Data and information about the Customer's usage as appropriate for the programs to work together. Customer also grants Company a non-exclusive, worldwide license to use, copy, and store any Customer Data solely for the purpose of providing the Services in accordance with the terms of this Agreement. Notwithstanding this limited license, Customer maintains exclusive ownership of all Customer Data. 11.3. Federal Government End Use Provisions. Company provides the Services for federal government end use. In accordance with applicable law,the federal government has the right to use, modify, reproduce, release, perform, display,or disclose relevant commercial computer software and its related documentation and data, provided that if a federal government agency requires additional access rights, it must negotiate with both Parties to develop an acceptable addendum to this Agreement. 12. General Provisions 12.1. Anti-Corruption. Both Parties acknowledge that they have neither given nor received any illegal or improper bribe from the other agent of the other Party in connection with this Agreement. Reasonable gifts given in the normal course of business do not violate this section's restrictions. 12.2. Export Compliance. The Services may be subject to United States'export laws. Both Parties assert that they are not on any U.S. government denied-party list. The Customer acknowledges that they will not provide access to the Service to any Users in a U.S. embargoed country or region. 12.3. Equal Opportunity Compliance. Company will perform its obligations under this Agreement without discrimination on account of race, color, religion, national origin, ancestry,age, gender, genetic information, physical or mental disability, medical condition, marital status or veteran's status and in compliance with all applicable laws related thereto. 12.4. Relationship of Parties. Each Party is an independent contractor of the other Party. Unless otherwise authorized in writing, neither Party will operate as the legal agent of the other for any purpose and therefore has no authority to 1) make or underwrite any promise,warranty, or representation to execute any Agreement, or 2)assume any obligation or responsibility in the name of or on behalf of the other Party. 12.5. Assignment. The rights and obligations established in this Agreement will be binding and take effect to the benefit of both Parties and their respective successors and assign. Either Party may assign this Agreement under two circumstances: 1)the Party transfers offices by way of merger, reorganization, consolidation, amalgamation, or as part of a transfer of all or substantially all of the assigning Party's assets, or 2)the non-transferring Party consents to the transfer. In the event of a transfer, the transferring Party agrees to confirm that the transferee May 7,2024 Page 8 of 10 will adhere to the obligations and terms dictated in this Agreement. Both Parties are required to promptly give the other Party written notice of any anticipated assignment of the Agreement. 12.6. Notices.All notices or other communications required or permitted by this Agreement must be recorded in writing and 1) personally delivered 2)sent by facsimile (any facsimile should be promptly confirmed by personal delivery, registered or certified mail, or overnight courier)or 3)sent by a nationally recognized overnight courier or 4)sent by registered United States mail with prepaid postage and a return receipt requested. Notices or other communications will be considered received according to the following: 1) if delivered personally, at the time of delivery, 2)if sent by facsimile, at the time the confirmation of the facsimile is provided, regardless of the method of confirmation, 3) if sent by nationally recognized overnight courier, at the time of delivery by the courier, or 4) if sent by registered or certified mail with postage prepaid and a return receipt requested, 72 hours after the postmark date. 12.7. Headings. The headings in this Agreement are for convenience only and do not affect the meaning of the terms of this Agreement. 12.8. Waiver.The failure of either Party to assert a right or insist the other Party complies with any term of this Agreement does not constitute a waiver of that right or insistence nor does it excuse a subsequent failure to perform any such term by the other Party. 12.9. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Customer, Company, and their Affiliates, and do not and are not intended to create or grant any rights, contractual or otherwise,to any third party or entity. 12.10. Severability. Both Parties acknowledge that all clauses of this Agreement are independent of the others. Therefore, if any term of this Agreement is determined to be illegal, invalid, or unenforceable under any future or present law, the conditions in question will be removed, as long as the rights or obligations of either Party under this Agreement will not be materially or adversely affected, and the other condition will remain in effect to the fullest extent under the law. Each Party waives any provision of law that would render any provision prohibited or unenforceable in any respect. 12.11. Debarment. Company hereby certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this Agreement by any governmental department or agency. Company must notify Customer within thirty(30)days if debarred by any governmental entity during this Agreement. 12.12.Compliance with E-Verify Program. Pursuant to N.C.G.S. § 143-133.3, Company agrees that, unless it is exempt by law, it shall verify the work authorization of its employees utilizing the federal E-Verify program and standards as promulgated and operated by the United States Department of Homeland Security, and it shall require its subcontractors to do the same. Upon request, Company agrees to provide Customer with an affidavit of compliance or exemption. 12.13. Governing Law and Venue. This Agreement is governed by and construed in accordance with the laws of the State of Georgia, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Parties agree that the enforcement of any provision of this Agreement will be brought solely in the courts of Cobb County, Georgia. May 7,2024 Page 9 of 10 12.14. Dispute Resolution. Should a dispute arise as to the terms of this Agreement,both parties agree that neither may initiate binding arbitration. The parties may agree to non-binding mediation of any dispute prior to the bringing of any suit or action. 12.15. Governmental Immunity. Customer,to the extent applicable, does not waive its governmental immunity by entering into this Agreement and fully retains all immunities and defenses provided by law with regard to any action based on this Agreement. May 7,2024 Page 10 of 10 "Exhibit B" Product&Pricing Schedule The agreement provides for an initial term of one(1)year,from February 7,2025 to February 6,2026,with the option to renew for four(4)mutually agreed upon one (1)-year renewal terms.The Agreement has the potential to cover five(5)years in total. Legacy Pricing,Monroe Fire Rescue Billing Date 02/07l2025-02/06/2026 Monthly TotalAnnual TotalAnnuat TotalAnnual Total Annual TotalAnnual Part Price Per Amount Amount Amount Amount Amount Description Part Number Notes Number Quantity License Months FY24.25 FY25-26 FY26-27 FY27-28 FY28-29 License-Inventory and Asset Legacy Management(Per Unit) Pricing IQ10018 22 $ 28.50 12 $ 7,524.00 $ 7,524.00 $ 7,524.00 $ 7,524.00 $ 7,524.00 License-Inventory and Asset Management(Per Unit pricing for updated Legacy agreement) Pricing IQ10018 4 $ 30.00 12 $ 1,440.00 $ 1,440.00 $ 1,440.00 $ 1,440.00 $ 1,440-00 Legacy License-Fleet Maintenance(PerVehlcle) Pricing IQ10002 22 $0.00 12 $ - $ - $ - $ _ $ Legacy License-Fleet Maintenance(Per Vehicle) Pricing IQ10002 39 $ 5.00 12 $ 2,340.00 $ 2,340.00 $ 2,340.00 $ 2,340,00 $ 2,340.00 Legacy License-ServiceDesk(PerDepartment) Pricing IQ10977 1 $ 100.00 12 $ 1,200.00 $ 1,200.00 $ 1,200.00 $ 1,200.00 $ 1,200.00 Sourcewell-Geotab Telematics Bundle- GR9 ATT Go Rugged Device GR9-LTEATT, Harness HRN-GR09K1,No InstaU,Pro Plus Service(Real Time Active GPS Tracking,ELD,Safety Data,Engine Data, Mileage,Hours,Lifetime Warranty) IQ20784 23 $ 20.00 12 $ 5,520.00 $ 5,520.00 $ 5,520.00 $ 5,520.00 $ 5,520.00 Sourcewell-Geotab Telematics Bundle- Go9B ATi Device(G09-LTM B1ATT), Harness HRN-GSISK22,No Install,Pro Plus Service(Rea 17 me Active GPS Tracking,FLD,SafetyData,Engine Data, Mileage,Hours,Lifetime Warranty) IQ10924 42 $ 19.25 12 $ 9,702.00 $ 9,702.00 $ 9,702.00 $ 9,702.00 $ 9,702.00 Total Agreement Amount $ 1$ 27,726.00 $ 27,72fi.00 $ 27,726.00 *Sourcewell Contract#020221-GEO price discounts applied_ 5/1/2025 ACOR" CERTIFICATE OF LIABILITY INSURANCE F DATE(MM/DD/YYYY) 03/17/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Joe Jaynes HONE J&A Insurance Agency Inc. (PA .No,Ext: (678)266-3353 'C No): (678)266-3353 1300 Ridenour Blvd.Ste. 100 E-MAIL-ADDRESS: -MAIL ainsurancea enc ADDRESS: 11@1 9 Y.com INSURER(S)AFFORDING COVERAGE NAIC# Kennesaw GA 30152 INSURERA: Hartford Underwriters Insurance Company INSURED INSURERB: Nutmeg Ins. Co.(The Hartford) Ems Technology Solutions, LLC dba Operative IQ INSURERC: Hartford Underwriters Insurance Company 3781 Tramore Pointe Pkwy. INSURERD: Farmington Casualty Ins. Co. INSURERE: Hartford Underwriters Insurance Company Austell GA 30106 INSURERF: Twin City Fire Insurance Co. COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADEENTED OCCUR PREM SA'EESOEa occurrence) $ 1,000,000 MED EXP(Any one person) $ 10,000 A Y 20SBABC6GBS 07/18/2024 07/18/2025 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY❑ PRO- JECT ❑ LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED Y 20UECEL7367 07/18/2024 07/18/2025 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 C EXCESSLLIAB CLAIMS-MADE Y 20SBABC6GBS 07/18/2024 07/18/2025 AGGREGATE $ 1,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION X/ PER OTH- AND EMPLOYERS'LIABILITY /�Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 D OFRCER/MEMBEREXCLUDED? I N/A UB7J299281 07/18/2024 07/18/2025 (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 Technology Errors and Omissions per glitch $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) F. CyberChoice First Response Policy(3rd Party Cyber Liab.), Pol.#20MB 0349843-24, Eff.7-18-24 to 7-18-25,$ Data Privacy and Network Security Liab.and Expense Ins. , Digital Media Liab. . Pol.#20SBABC6GBS Certificate Holder is also an additional insured via form form SL 30 32 06 21 "when required by written agreement prior to a loss". Primary Non Contributory applies via form SL00001018"when required by written agreement prior to a loss".30 day notice of cancellation applies via form SL90131018. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Board of County Commissioners APPROVED BY RISK MANAGEMENT 1100 Simonton Street AUTHORIZED REPRESENTATIVE By Qela onaa Key West, FL 33040 Joe Jaynes,Agency Principal DATE 5.02. 5 hemeyer-zully@monroecounty-fl.gov WAIVER N/A^YES @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC#: ACOOR" ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED J&A Insurance Agency Inc. Ems Technology Solutions, LLC dba Operative IQ POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Policy#20UECEL7367 Certificate Holder is also an additional insured via form SL HA99161221 when our insured has agreed via written agreement.30 day notice of cancellation applies. Policy#UB7J299281 30 day notice of cancellation applies. ACORD 101 (2008101) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGES This endorsement forms a part of the Policy numbered below: POLICY NUMBER: 20 UEC EL7367 SA CHANGE NUMBER: 001 03/10/25 THE Policy Change Effective Date: HARTFORD Named Insured: EMS TECHNOLOGY SOLUTIONS, LLC DBA OPERATIVE IQ Producer's Name: J&A INSURANCE AGENCY INC Pro Rata Factor: .356 Description of Change(s): ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT. IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BILL. NO PREMIUM DUE AT POLICY CHANGE EFFECTIVE DATE. FORM NUMBERS OF ENDORSEMENTS ADDED TO THIS POLICY AT ENDORSEMENT ISSUE: SEE ABOVE FOR COMPANY NAME IH12001185 NOTICE OF CANCELLATION Countersigned by �i2aZ�r� '�� 03/11/25 (Where required by law) Authorized Representative Date Form HM 12 01 01 07T POLICY NUMBER: 20 UEC EL7367 CHANGE NUMBER: 001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION THIS ENDORSEMENT ALSO APPLIES TO THE COMMERCIAL AUTO COVERAGE PART. IN CONSIDERATION OF NO CHANGE IN PREMIUM, IT IS HEREBY AGREED AND UNDERSTOOD THAT FORM IH 03 15 IS ADDED PER THE ATTACHED COUNTY BOARD OF COUNTY COMMISSIONERS 1100 SIMONTON ST , KEY WEST , FL 33040 Form IH 12 00 11 85 SEQ.NO. 02 Printed in U.S.A. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGES This endorsement forms a part of the Policy numbered below: POLICY NUMBER: 20 UEC EL7367 SA CHANGE NUMBER: 001 THE 03/10/25 Policy Change Effective Date: HARTFORD Named Insured: EMS TECHNOLOGY SOLUTIONS, LLC DBA OPERATIVE IQ Producer's Name: J&A INSURANCE AGENCY INC Pro Rata Factor: .356 Description of Change(s): Y CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT. IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BILL. NO PREMIUM DUE AT POLICY CHANGE EFFECTIVE DATE, FORM NUMBERS OF ENDORSEMENTS ADDED TO THIS POLICY AT ENDORSEMENT ISSUE: SEE ABOVE FOR COMPANY NAME IH12001185 NOTICE OF CANCELLATION Countersigned by `�`�" /,� ` 03/11/25 (Where required by law) Authorized Representative Date Form HM 12 01 01 07T POLICY NUMBER: 20 DEC EL7367 CHANGE NUMBER; 001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION THIS ENDORSEMENT ALSO APPLIES TO THE COMMERCIAL AUTO COVERAGE PART. IN CONSIDERATION OF NO CHANGE IN PREMIUM, IT IS HEREBY AGREED AND UNDERSTOOD THAT FORM IH 03 15 IS ADDED PER THE ATTACHED COUNTY BOARD OF COUNTY COMMISSIONERS 1100 SIMONTON ST , KEY WEST , FL 33040 Form IH 12 00 11 85 SEQ.NO. 02 Printed in U.S.A. Aftk VEERS WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 CHANGE DOCUMENT WC 99 99 98 ( A) POLICY NUMBER: UB-7J299281-24-42-G CHANGE EFFECTIVE DATE: 03-10-25 NCCI CO CODE: 11223 INSURER: TRAVELERS CASUALTY AND SURETY COMPANY INSURED'S NAME: EMS TECHNOLOGY SOLUTIONS, LLC DBA:OPERATIVE IQ This change is issued by the Company or Companies that issued the policy and forms a part of the policy. It is agreed that the policy is amended as follows: An absence of an entry in the premium spaces below means that the premium adjustment, if any, will be made at time of audit. ADDITIONAL PREMIUM $ NIL RETURN PREMIUM $ NIL ADDITIONAL NON-PREMIUM $ NIL RETURN NON-PREMIUM $ NIL The following endorsement charge is changed on the schedule: STATE OF GA WAIVER OF SUBROGATION SEE ATTACHED ENDORSEMENT ESTIMATED PREM. ANNUAL CLASSIFICATION CODE BASIS RATE PREMIUM BLANKET WAIVER WAIVER CALCULATION IS BASED ON CLASS CODE (S) PREMIUM X RATE 0930 9653.0 0.02 0 Item 3.D Form Number is replaced: WC 99 03 C3 00 SPECIAL PROVISIONS ENDT Item 3 .D Form Number is added: WC 99 06 R3 00 - 001 NOTICE OF CAN TO DESIGN PERSONS OR ORGAN DATE OF ISSUE: 03-12-25 AS CHANGE NO:2 PAGE 1 OF 1 POL. EFF. DATE: 07-18-24 POL. EXP. DATE: 07-18-25 OFFICE: ATLANTA GA 005 PRODUCER: J & A INS AGENCY INC CJN44 COUNTERSIGNED AGENT GE S�" WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 89 06 14(00)— POLICY NUMBER: Us-7J299281-24-42-G POLICY INFORMATION PAGE ENDORSEMENT Item 3.D. Endorsement numbers is changed to read: WC 99 03 C3 00 WC 99 06 R3 00 ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED, DATE OF ISSUE: 03-12-25 ST ASSIGN: �r AMWORKERS COMPENSATION TRAY s J AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 99 03 C3 (00)— POLICY NUMBER: UB-7J299281-24-42-G SPECIAL PROVISIONS ENDORSEMENT STATE APPLICABILITY The listed endorsements are only applicable in the following states: WC 00 03 08 (00) -001 PARTNERS OFFICERS AND OTHERS EXCL ENDT APPLIES TO STATE(S) : FL GA WC 00 03 13 (00) -001 WAIVER OF OUR RIGHT TO RECOVER APPLIES TO STATE(S) : FL GA WC 00 04 06 (00) -001 PREMIUM DISCOUNT ENDORSEMENT APPLIES TO STATE(S) : GA TX WC 00 04 14 ( A) -001 NOTIFICATION OF CHG IN OWNR ENDT APPLIES TO STATE(S) : FL GA TX WC 00 04 21 ( F) -001 CATASTROPHE (O/T CERT ACTS OF TERR) ENDT APPLIES TO STATE(S) : GA WC 00 04 22 ( C) -001 TERRORISM RISK INS PROG REAUTH ACT ENDT APPLIES TO STATE(S) : GA TX WC 00 04 24 (00) -001 AUDIT NONCOMPLIANCE CHARGE ENDORSEMENT APPLIES TO STATE(S) : GA WC 00 04 25 (00) -001 EXPER RATING MOD FACTOR REVISION ENDT APPLIES TO STATE(S) : GA TX WC 09 03 03 (00) -001 FL EMPLRS LIAB COVERAGE ENDT APPLIES TO STATE(S) : FL WC 09 04 03 ( C) -001 FL TRIPRA ENDORSEMENT APPLIES TO STATE(S) : FL WC 09 04 07 ( A) -001 FL NON-COOPERATION WITH PREM AUDIT ENDT APPLIES TO STATE(S) : WC 09 04 09 (00) -001 FLORIDA PREMIUM DUE DATE ENDORSEMENT APPLIES TO STATE(S) : FL WC 09 06 06 (00) -001 FL EMPLOYMENT AND WAGE INFORMATION REL. APPLIES TO STATE(S) : FL WC 09 06 07 ( A) -001 FL WC INS GUARANTY ASSOC SURCH NOTIFIC APPLIES TO STATE(S) : FL WC 10 06 01 ( C) -001 GA CANC NONRENEWAL AND CHANGE ENDT APPLIES TO STATE(S) : GA WC 42 03 01 ( L) -001 TEXAS AMENDATORY ENDORSEMENT APPLIES TO STATE(S) : TX WC 42 03 04 ( B) -001 TX WAIVER OF OUR RIGHT TO RECOVER APPLIES TO STATE(S) : TX WC 99 04 08 (00) -001 PREMIUM DISCOUNT ENDORSEMENT APPLIES TO STATE(S) : FL GA WC 99 04 28 (00) -001 PREMIUM MANUALS AND DUE DATE ENDORSEMENT This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium $ Insurance Company Countersigned by DATE OF ISSUE: 03-12-25 ST ASSIGN: Page 1 of 2 ! AW WORKERS COMPENSATION TRAVELERS AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 99 03 C3 (00)— POLICY NUMBER: UB-7J299281-24-42-G SPECIAL PROVISIONS ENDORSEMENT STATE APPLICABILITY The listed endorsements are only applicable in the following states: APPLIES TO STATE(S) : GA WC 99 06 R3 (00) -001 NOTICE OF CAN TO DESIGN PERSONS OR ORGAN APPLIES TO STATE(S) : GA DATE OF ISSUE: 03-12-25 ST ASSIGN„ Page 2 of 2 COMPENSATION TRAq� ELERS J WORKERS AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 99 06 R3 (00) - 001 POLICY NUMBER: UB-7J299281-24-42-G NOTICE OF CANCELLATION TO DESIGNATED PERSONS OR ORGANIZATIONS The following is added to PART SIX—CONDITIONS : Notice Of Cancellation To Designated Persons Or Organizations If we cancel this policy for any reason other than non-payment of premium by you, we will provide notice of such cancellation to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address at least the number of days shown for that person or organiza- tion before the cancellation is to take effect. You are responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, deliver or otherwise notify such designated person or organization of the cancellation. SCHEDULE Name and Address of Designated Persons or Organizations: Number of Days Notice MONROE COUNTY BOARD OF COUNTY COMMISSIONERS 30 1100 SIMONTON STREET KEY WEST FL 33040 All other terms and conditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium $ Insurance Company Countersigned by DATE OF ISSUE: 03-12-25 STASSIGN: Page 1 of 1 ©2013 The Travelers Indemnity Company.All rights reserved.