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H1 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE Mayor James K.Scholl,District 3 The Florida Keys Mayor Pro Tern Michelle Lincoln,District 2 Craig Cates,District 1 David Rice,District 4 Holly Merrill Raschein,District 5 Board of County Commissioners Meeting June 18, 2025 Agenda Item Number: H1 2023-4077 BULK ITEM: No DEPARTMENT: Fire Rescue TIME APPROXIMATE: STAFF CONTACT: R.L. Colina N/A AGENDA ITEM WORDING: Report to BOG on three (3) small contracts signed by the County Administrator. ITEM BACKGROUND: On October 18, 2023, BOG approved Resolution No. 494-2023 ("Resolution"). The Resolution sought to eliminate the delay of certain purchases that are within the purchasing authority of the County Administrator, Assistant County Administrator, or Purchasing Director by delegating the same purchasing authority to the County Administrator, Assistant County Administrator, or Purchasing Director when utilizing Fire and Ambulance District 1 funds. The Resolution requires that documents purporting to exercise such authority must be reported to the BOG, but not voted on. PREVIOUS RELEVANT BOCC ACTION: BOG Resolution No. 494-2023 was passed and adopted by the BOG on October 18, 2023. Also on October 18, 2023, and in furtherance of the BOG's Resolution objectives, BOCC passed and adopted Ordinance No. 026-2023, amending Section 22-129 et seq. to codify an administrative approval process. INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: Report to BOG on Purchases per BOG Resolution No. 494-2023. STAFF RECOMMENDATION: Acknowledge Receipt. DOCUMENTATION: BOG Resolution No. 494-2023 BOG Designation fors all Contracts (Oct. 18, 2023).pdf BOCC Ordinance No. 026-2023 (Executed by BOCC amending Sec 22-129 to authorize designee for 1498 small contracts) Oct. 18, 2024.pdf Axnes Inc..pdf Pediatric Emergency Standards Inc. 05.13.2025.pdf Life Extension Clinics Inc. Contract - Signed Version with D.5.pdf BOG—Small—Contracts—Report for June_2025.pdf FINANCIAL IMPACT: PES/Handtevy Effective Date: 10.31.2024 Expiration Date: 11.1.2025 (option to renew for 2-lyr periods) Total Dollar Value of Contract: $6,536.25 Total Cost to County: $6,536.25 Current Year Portion: $6,536.25 Budgeted: Yes Source of Funds: 101-11001 (15%); 141-11500 (80%); 404-63100 (5%); SC00084 Software CPI: N/A; 5% flat rate increase for each renewal term Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: N/A If yes, amount: N/A Grant: N/A County Match: N/A Insurance Required: Yes Axnes Inc. (Portable Radios for Helicopters): Effective Date: 05.20.2025 Expiration Date: Completion of Purchase/Installation/Services Total Dollar Value of Contract: $65,101.72 Total Cost to County: $65,101.72 Current Year Portion: $65,101.72 Budgeted: Yes Source of Funds: 101-11001; SC00102 CPI: N/A Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: N/A If yes, amount: N/A Grant: N/A County Match: N/A Insurance Required: Yes Life Extension Clinics, Inc. (LifeScan Annual Physicals): Effective Date: 05.27.2025 Expiration Date: 05.28.2026 (option to renew for 3-lyr periods) Total Dollar Value of Contract: Up to $100,000.00; billed-as-used Total Cost to County: Up to $100,000.00 Current Year Portion: Up to $100,000.00 Budgeted: Yes Source of Funds: 101-11001; 141-11500; 148-12000; 148-14000; 404-63100; SC00035 CPI: N/A Indirect Costs: N/A 1499 Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: N/A If yes, amount: N/A Grant: N/A County Match: N/A Insurance Required: Yes 1500 RESOLUTION NO. 494 -2023 A RESOLUTION OF THE BOARD OF GOVERNORS OF MONROE COUNTY FIRE AND AMBULANCE DISTRICT 1, MONROE COUNTY, FLORIDA, APPOINTING AND AUTHORIZING A DESIGNEE TO SIGN AND EXECUTE REQUESTS TO PURCHASE UP TO AND INCLUDING THE AMOUNT GIVEN TO THE COUNTY ADMINISTRATOR, ASSISTANT COUNTY ADMINISTRATOR OR PURCHASING DIRECTOR AS AUTHORIZED IN THE MONROE COUNTY PURCHASING POLICY. WHEREAS, Section 125.01(1)(q), Florida Statutes, grants to counties the authority to establish and abolish municipal service taxing units for the provision of numerous municipal services; and WHEREAS, on January 25, 1977, municipal service taxing or benefits units were created by the Board of County Commissioners ("Board") via Ordinance No. 5-1977, later amended by Ordinance No. 4-1981 for the purpose of providing fire protection and ambulance services; and WHEREAS,Ordinance No.4-2022 created Section 22-129 of the Monroe County Code which codified the name of the District as Fire and Ambulance District 1 ("District"), set forth District boundaries and the composition of, and powers and duties of,the governing body of the District; and WHEREAS, the District is currently comprised of three members of the Board of County Commission: Mayor Cates, Mayor Pro Tem Raschein and Commissioner Rice, who were designated by Resolution No. 45-2023, and two members of the governing body of the City of Layton: Mayor Halle and Councilman Lewis, who were designated by Resolution No. 46-2023; and WHEREAS, the District, through its governing body ("Board of Governors"), is granted certain powers which are set forth in Ordinance No. 4-2022 and include the power to enter into contracts and make certain purchases; and WHEREAS, the District routinely makes purchases in conjunction with Monroe County Fire Rescue; and 1 1501 WHEREAS, Monroe County Fire Rescue ("MCFR") is able to make purchases by utilizing the purchasing authority granted to the County Administrator, Assistant County Administrator or Purchasing Director which streamlines the purchasing process for certain goods and services; and WHEREAS, MCFR is currently unable to utilize the same purchasing process when utilizing Fire and Ambulance District 1 funds (District 1 Funds) and requires the Board of Governors to convene and approve the same purchases that MCFR is able to purchase when utilizing non-district funds as allowed by Monroe County's Purchasing Policy; and WHEREAS, oftentimes this process utilizing District 1 funds can result in up to several weeks of delay which can lead to inefficiencies and delays in making necessary purchases; and WHEREAS, the Board of Governors desires to eliminate the delay of certain purchases that are within the purchasing authority of the County Administrator, Assistant County Administrator or Purchasing Director by delegating the same purchasing authority to the County Administrator, Assistant County Administrator or Purchasing Director when utilizing District 1 funds; and WHEREAS,the Board of Governors seeks to streamline this process by granting County Administrator, Assistant County Administrator or Purchasing Director purchasing authority up to and including the amount granted to the County Administrator, Assistant County Administrator or Purchasing Director in the purchasing policy when utilizing Fire and Ambulance District 1 funding; and WHEREAS, the Board of Commissioners for Monroe County would necessarily have to approve an Ordinance change to allow the change to the County Administrator, Assistant County Administrator or Purchasing Director's purchasing authority. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF GOVERNORS OF MONROE COUNTY FIRE AND AMBULANCE DISTRICT 1, MONROE COUNTY, FLORIDA: 1. The foregoing recitals and statements of legislative intent are true and correct and are hereby incorporated as if fully stated herein. z 1502 2. Finds that it is in the best interest of Monroe County Fire Rescue if purchases made utilizing Fire and Ambulance District I funding, which are made for the purpose of providing fire protection and ambulance services within Monroe County, by the County Administrator, Assistant County Administrator or Purchasing Director were allowed subject to the purchasing authority granted to the County Administrator,Assistant County Administrator or Purchasing Director in the Monroe County Purchasing Policy, as amended from time to time, without the need to convene the Board of Governors of Monroe County Fire and Ambulance District I for purposes of approval prior to purchase and/or execution. 3. The Board of Governors hereby designates and authorizes the County Administrator, Assistant County Administrator or Purchasing Director to execute such documents as necessary, not to exceed the County Administrator, Assistant County Administrator or Purchasing Director's purchasing authority, as may be amended from time-to-time pursuant to the Monroe County BOCC Purchasing Policy, when utilizing Fire and Ambulance District 1 funds on behalf of the Board of Governors, following review and approval by the County Attorney's Office. 4. After execution, such documents shall be brought before the Board of Governors at the next meeting in the form of a report to inform the Board of Governors of the purchase(s) but is not to be voted on. PASSED AND ADOPTED by the Board of Governors of Fire and Ambulance District 1 of Monroe County, Florida, at a meeting of said Board held on the 18th day of October,2023. Mayor Cates Yes Mayor Pro Tem Raschein Yes `n Commissioner Rice Yes "' F= Chairperson Mayor Halle c- Yes �. CD -4, Vice Chair Vice-Mayor Lewis Yes X ti y {C] CD r Madok, Clerk BOARD OF GOVERNORS,MONROE COUNTY FIRE AND AMBULANCE DISTRICT 1,OF MONROE COUNTY, FLORIDA By: s Deputy Cler Chairman 3 Approved as to form and legal sufficiency Monroe CountyAttorney's Office Christina Cory,Assistant County Attorney 1503 ORDINANCE 026-2023 AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY,FLORIDA,AMENDING SECTION 22-129 OF ARTICLE VI OTHER MUNICIPAL SERVICE TAXING UNITS IN CHAPTER 22 SPECIAL DISTRICTS, OF THE MONROE COUNTY CODE GRANTING PURCHASING AUTHORITY TO THE FIRE AND AMBULANCE DISTRICT 1 BOARD OF GOVERNORS OR THEIR DESIGNEE; PROVIDING FOR SEVERABILITY; PROVIDING FOR REPEAL OF ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT WITH THIS ORDINANCE; PROVIDING FOR INCORPORATION INTO THE MONROE COUNTY CODE OF ORDINANCES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Board of County Commissioners of Monroe County (`BOCC"), Florida, is authorized by Article VIII of the Florida Constitution and Chapter 125,Florida Statutes,to adopt ordinances not inconsistent with general law; and WHEREAS, Section 125.01(1)(q), Florida Statutes, grants to counties the authority to establish and abolish municipal service taxing units for the provision of numerous municipal services; and WHEREAS, the Board of County Commissioners established the Fire and Ambulance District 1 for the purpose of providing fire protection and ambulance services;and WHEREAS, Monroe County Fire Department (MCFR) is currently unable to utilize the same purchasing process when utilizing Fire and Ambulance District 1 funds (District 1 Funds) as when using non District 1 Funds because the current process requires the Board of Governors to convene and approve any and all purchases using District 1 funds regardless of the amount; and WHEREAS, oftentimes this process utilizing District 1 funds can result in up to several weeks of delay which can lead to inefficiencies and delays in making necessary purchases; and WHEREAS, the Board desires to eliminate the delay of certain purchases that are within the purchasing authority of the County Administrator, Assistant County Administrator or Purchasing Director by delegating the same purchasing authority to the Fire Chief of MCFR when utilizing District 1 funds;and WHEREAS, the Monroe County Board of County Commissioners finds that it is necessary to amend Monroe County Code Section 22-129 to grant purchasing authority to the Fire and Ambulance District 1 Board of Governors or their designee;and WHEREAS, amending Monroe County Code Section 22-129 will promote efficiency within Monroe County Fire Rescue when making certain purchases. NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY,FLORIDA: SECTION l: Section 22-129 of Article VI Other Municipal Service Taxing Units of Chapter 22 Special Districts shall be created to re-adopt Ordinance 31-1988, as amended by Ordinance 33-1996 and Ordinance 4-2002, and as amended herein to read as follows: Section 22-129. Fire and Ambulance District 1 created. 1 1504 (a)District created. Pursuant to the authority granted in Chapter 125, Laws of Florida, and Article 7, Sec. 9(b), Florida Constitution, and pursuant to the procedure of F.S. 165.041, there is hereby created a municipal service taxing district for the purpose of providing the following essential municipal services: 1) Ambulance service; and 2) Fire service. In carrying out the purposes described in this Ordinance,the District shall be financed from ad valorem taxes collected solely within the District. On or before September 30 of each year,the Chief of Monroe County Fire and Rescue shall provide an annual written report to the Commission stating the ambulance rates being charged along with a written proposal for any requested rate changes. All ambulance rates charged by Monroe County Fire Rescue shall be established by Resolution, and shall be subject to approval by the Board of County Commissioners and the Board of Governors of Fire and Ambulance District 1. Such fees may only be expended by the District for the District purposes set forth in this Ordinance (b) Name of District/District Boundaries. The District shall be known as Fire and Ambulance District 1 and shall include the following areas: All of unincorporated Monroe County,Florida; the City of Layton; the City of Key Colony Beach; and, excluding Ocean Reef and those areas encompassed within the Key Largo Fire Rescue and Emergency Services District. (c) Composition/Designation of Governing Body. 1) The cities of Key Colony Beach and Layton shall be included in Fire and Ambulance District 1 by passing a city ordinance approving such inclusion by the 1st of July immediately prior to the commencement of the fiscal year for which the cities wish to be included. Alternatively, the cities may obtain fire and ambulance service from the district by interlocal agreement.However,in the event an interlocal agreement is entered into between the district and a municipality, such agreement shall include an express provision as to how such municipality shall pay for its participation in the district which may be either from funds derived from service charges, special assessments or taxes imposed within such municipality or from budgetary payments made in the due course of law from such municipality to the district. 2) Upon the passage of such an ordinance by one of the cities, the governing body of the District shall consist of four members of the board of county commissioners and one member of the governing body of the city;if both cities elect to become part of the district,the governing body of the district shall consist of three members of the board of county commissioners and one member from each of the cities. In either case, the county and city(ies) shall designate their representatives on the district governing body by resolution. If none of the cities choose to be included within the District, the chairman of the board of county commissioners shall be the chairman of the district governing body. If any of the cities choose to be included, the chairman shall be elected by the district governing body for a one year term,which may be successive.Three members of the District governing body constitute a quorum. A majority quorum shall be necessary for the transaction if business. (d) Governing Body Powers. 1) The governing body of the District shall have all the power of a body corporate, including the power to enter into interlocal agreements pursuant to Chapter 163, Florida Statutes, including interlocal agreements to provide fire and ambulance service to the Cities of Key Colony 2 1505 Beach and Layton; to contract on behalf of the District; to sue and be sued; to adopt and use a common seal and to alter the same at pleasure; to acquire, by either gift or purchase, lease and convey real estate and personal property,including equipment,and except as such transactions may be limited herein, as the governing body may deem proper or expedient to carry out District purposes; to employ such experts, agencies and employees as the governing body may deem advisable; and to borrow money and to issue negotiable promissory notes and certificates of indebtedness as hereinafter provided. In order to carry out the purposes enumerated in this Ordinance, the District may exercise the powers, including implied powers, granted by all applicable general and special laws, ordinances, and resolutions. 2) The governing body shall have the power to acquire any real or personal property using installment or deferred payments, but only to the extent that such are lawful under Article VII, Sections 10 and 12, Florida Constitution, and any general or special law implementing the same. 3) The governing body, in order to carry out the purposes of the District, is authorized to borrow money and issue certificates of indebtedness therefor,upon such terms and at such ratesof interest as the governing body may deem advisable in accordance with Article VII, Section 12, Florida Constitution, the implementing statutes, Chapter 125, Laws of Florida, and any other applicable general or special law. The certificates of indebtedness may be a charge upon all revenues derived from taxes in that fiscal year or may be made payable from budgetary requirement in due course of law, as the governing body may elect. 4) The governing body, when it deems it advisable, is authorized to acquire by gift or purchase, and to pay the purchase price for,the services of independent contractors for the purpose of carrying out any of the functions described in Section 2 of this Ordinance, only limited to the extent that the purchase or gift is controlled by general or special law. The governing body shall also have the authority to hire such personnel as the body deems advisable and to prescribe rules and regulations pertaining thereto so long as the same is not inconsistent with general or special law. (e) Clerk of Court/Comptroller. The Clerk of the Circuit Court and Comptroller, Sixteenth Judicial Circuit of the State of Florida, as ex officio Clerk of the Board of County Commissioners, shall be ex officio clerk,auditor,recorder of the minutes and accounts,and custodian of the District's funds. The members of the governing body shall not receive additional compensation for their service as members. The books of the District shall be audited by the same officers and in a like manner as the books of other County officers and departments in conformance with applicable general law. (f) Deposit/Handling of Funds. The District funds shall be deposited in the name of the District in a bank authorized to receive deposits of County funds, which bank shall be designated by a Resolution of the governing body. Such designation of the bank for the deposit of funds therein shall be the exercise of due care and diligence on the part of the Clerk of the safekeeping of said funds. No funds of the District shall be paid or distributed save and except by warrant, signed by the Chairman of the governing o sped V).V dic �"_je t°V� No warrant shall be g g y b�° ups ���uu��� �u� �pp� drawn or issued against the funds of the District. except for gthe purposes authorized by this Article, and no such warrants against the funds of the District shall be drawn or issued until after the account or expenditure for which the same is to be given in payment has been ordered and approved by the governing body. (g) Use of Funds. The District funds shall only be expended for the following purposes: 1) The governing body is authorized to pay from the funds of the District all expenses necessarily incurred in the formation of the District; 3 1506 2)The administration of the affairs and business of the District authorized by the governing . body, or ups �Suu��C J`�...Jaup I�b�°uze �Y..�"��"`�C° aupuubu� fib. � �II :�?��23, 3) The purchase, construction, care, upkeep, maintenance and operation of such real and personal property,including fixtures,necessary for carrying out the purposes of the District as stated in this Ordinance as authorized by the governing body�r uGs d s;'g�lcc; 4) Compensation for the employees of the District and for all consultants and other outside experts and staff as authorized by the governing body�br uGs d su'g ll c; 5) The repayment of all debts lawfully incurred whether au thorized by the terms of this Ordinance or by general or special law; �°;x Mi upauIV �,bll llauui s )y pic �b���°��uu� )o � i� )c... v6fll ��CSC Vaupucm No. 210 I 023 wid HIC MCHIRW C bauMY NqvIJSqu� , �'c HC �u�� �Iro�°cdffcs. (h)Levy of Taxes. 1) The governing body of the District is authorized and empowered and directed annually to levy upon all the real and personal taxable property in the District, including participating municipalities, a sufficient tax to pay all necessary costs, of whatever type, including capital expenditures, as authorized by this Article within the limits fixed for municipal purposes for municipal service taxing units under Article VII, Section 9(b), Florida Constitution and Chapter 125, Florida Statutes. 2) The levy by the governing body of the taxes authorized by any provision of this Article shall be by Resolution of such body duly entered upon the minutes of the body. Millage shall be set and ad valorem taxes levied thereon in accordance with the provisions of general law and in like manner as required for the setting of millage and levy of ad valorem taxes by a county. It shall be the duty of the County Commissioners to order and require the County Property Appraiser to assess, and the County Tax Collector,to collect,the amount of taxes so assessed or levied by the Board of County Commissioners of the District upon the taxable property in the District at the rate of taxation adopted by said Board of Commissioners of the District for such year and included in the warrant of the Property Assessor and attached to the assessment roll of taxes for such year and included in the warrant of the Property Assessor and attached to the assessment roll of taxes for this County each year. The Tax Collector of the County shall collect such tax so levied by such Board in the same manner as other taxes are collected, and shall pay the same over to the governing body of the District, levied upon within the time and in the manner prescribed by law for the payment of the Tax Collector of County taxes and shall be held by such body and paid out to this as provided in this Article. Tax certificates and tax deeds shall be issued for all delinquent properties in accordance and in like manner as the same are authorized to be issued by Chapter 197 of the Florida Statutes and other general and special laws regulating the issuance of same for nonpayment of delinquent County and ad valorem taxes. 3) It is herein and hereby determined that the municipal service taxes herein provided for those services enumerated in sub-section (a) above are municipal assessments for municipal or peculiar benefits accruing to the properties within the District against which properties such levies are directed to be made.It is also herein and hereby found,determined and declared that the services enumerated in sub-section(a) above are public purposes and essential municipal services under the terms of Florida Statutes, Section 125.01(1)(q). (1)Referendum Required. Prior to the imposition of an ad valorem levy to be pledged for any form of indebtedness as described in Article VII, Section 12, Florida Constitution, or when otherwise required by general or special law, a referendum election must be held and passed favorably by a majority of those electors voting in the election. The procedure shall be as follows: 4 1507 1) The Board of County Commissioners, by Resolution, shall request that the Supervisor of Elections conduct a referendum election within the territorial boundary of the District. In addition, the election procedure, including notice and the form of the ballot question, shall be in a manner conforming to general law. 2) The proposed levy or purchase request shall be deemed to have passed when a majority of the electors voting in the referendum election shall have voted for the levy or levies described in the ballot. 3) The proposed levy, if authorized by the electors and thereafter levied by the Board of County Commissioners, shall only be used for the purposes set forth on the ballot. 0)Duties. 1) The officers of the District governing body shall have the duties,whether mandated by statute or common law,usually pertaining to,vested in, and incumbent upon like officers. A record shall be kept of all meetings of the governing body. The governing body may adopt the rules and regulations it deems necessary in and about the transaction of its business and in carrying out the provisions of this Article. 2) The governing body of the District shall,on or before the first day of November,or such other date as may be required by general or special law, make an annual report of its actions and accounting of its funds as of the thirtieth day of September of each year in accordance with the provisions of general and special law and in the same manner as is required by other County departments and agencies. The report shall be filed in the Office of the Clerk of the Circuit Court of the Sixteenth Judicial Circuit, whose duty shall be to receive and file such report and keep the same as a public record. 3) The fiscal year of the District is hereby fixed as commencing on the first of October and ending on the thirtieth day of September. (k) Volunteers. Volunteers of the District shall be entitled to reimbursement of expenses pursuant to Section 2-260, et seq., Monroe County Code. SECTION 2: SEVERABILITY. If any section, subsection, sentence, clause or provision of this Ordinance is held invalid, the remainder of this Ordinance shall not be affected by such invalidity. If this Ordinance or any provision thereof shall be held to be inapplicable to any person,property or circumstances, such holding shall not affect its applicability to any other person,property or circumstances. SECTION 3: CONFLICT WITH OTHER ORDINANCES. All ordinances or parts of ordinances in conflict with this Ordinance are hereby repealed to the extent of said conflict. SECTION 4: The provisions of this Ordinance shall be included and incorporated in the Code of Ordinances of the County of Monroe, Florida, as an addition or amendment thereto, and shall be appropriately renumbered to conform to the uniform numbering system of the Code. SECTION 5: TRANSMITTAL AND EFFECTIVE DATE. This Ordinance shall be filed with the Department of State and shall be effective as provided in Section 125.66(2), Florida Statutes. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting held on the 18th day of October, 2023. 5 1508 Mayor Craig Cates Yes Mayor Pro Tem Holly Merrill Raschein Yes III" Commissioner Michelle Lincoln Yes �:s;J✓ Commissioner James K. Scholl Yes r *s Commissioner David Rice Yes P-E m x � � e BOARD OF COL TY COMMISSIONERS �f. ?itteta MADOK,CLERK OF MONROE TY,FLO DA 4 BY: BY: As puty C1 r c Mayor/Chairman X Approved as to form and legal sufficiency L—j C— Monroe County Attorney's Office Christina Cory,Assistant County Attorney �J r'J .. .. N) 6 1509 %�//• KeysNews.com KE f IZEN The Florida Keys Only Daily Newspaper, Est. 1876 PO Box 1800,Key West FL 33041 P:(941)206-1025 F:(305)294-0768 legals@keysnews.com MONROE CO EMERGENCY SERVICES 490 63RD ST OCEAN MARATHON FL 33050 Account: 420845 Ticket: 3905951 PUBLISHER'S AFFIDAVIT STATE OF FLORIDA NOTICE OF INTENTION TO CONSIDER missioners. ADOPTION OF COUNTY ORDINANCE COUNTY OF MONROE Dated at Key West,Florida,this 2nd day NOTICE IS HEREBY GIVEN TO WHOM of October,2023. IT MAY CONCERN that on October 18, (SEAL)KEVIN MADOK,Clerk of the Cir- Before the undersigned authority personally appeared 2023,at 9:00 A.M.or as soon thereaf- cuit Court and Ex Officio Clerk of the ter as the matter may be heard,at the Board of County Commissioners of Marathon Government Center, 2798 Monroe County,Florida Overseas Highway,Marathon,Florida, 10/05/23-KWC Melinda Prescott who on oath says that he or she is the Board of County Commissioners 420845 3905951 of Monroe County, Florida, intends to consider adopting the following ordi- The legal advertising representative of the Key West Citizen,a five day news- nance: paper published in Key West, in Monroe County, Florida;that the attached copy AN ORDINANCE OF THE BOARD OF MON- of advertisment, beinga legal notice in the matter of NOI re Fire &Ambulance COUNTY COMMISSIONERS M DING g ROE COUNTY, FLORIDA, AMENDING Purchasing was published in said newspaper in the issues of: SECTION 22-129 OF ARTICLE VI OTH- ER MUNICIPAL SERVICE TAXING UNITS IN CHAPTER 22 SPECIAL DISTRICTS,OF Thursday, October 5,2023 THE MONROE COUNTY CODE GRANT- ING PURCHASING AUTHORITY TO THE FIRE AND AMBULANCE DISTRICT 1 Affiant further says that the Key West Citizen is a newspaper published in Key BOARD OF GOVERNORS OR THEIR DES- West, in said Monroe County, Florida and that the said newspapers has hereto- IGNEE;PROVIDING FOR SEVERABILITY, ORDI- fore been continuous) published in said Monroe County, Florida Tuesday thru PROVIDING FOR REPEAL DI ALL ES IN Y p Y Y NANCES OR PARTS OF ORDINANCES IN Saturday weekly,and has been entered as periodicals matter at the post office in CONFLICT WITH THIS ORDINANCE; KeyWest, in said Monroe County, Florida,for period of 1 year next recedin PROVIDING FOR INCORPORATION INTO Y p Y p g THE MONROE COUNTY CODE OF ORDI- the first publication of the attached copy of advertisement;and affiant further says NANCES; AND PROVIDING AN EFFEC- that he or she has neither paid nor promised any person,firm or corporation any TIVE DATE. discount, rebate, commission or refund for the purpose of securing this advertise- The proposed ordinance may be in- ment for publication in the said newspaper. spected by the public at the Monroe County website by viewing the agenda packet for the October 18,2023 meet- ing,which will be posted beginning on October 13,2023 at: http://monroecountyfl.igm2.com/citi- zens/default.aspx. The proposed ordi- nance may also be viewed at the Mon- roe County Attorney's office at 1111 p 12th St.Ste.408 Key West,FL 33040. The public can participate in the Oc- (Signature ofAfflant) tober 18, 2023 meeting of the Board of County Commissioners of Monroe Affirmed and subscribed before me this 5th dayof October 2023 County, FL by attending in person or via Zoom.The Zoom link can be found in the agenda at http://monroecountyfl.igm2.com/citi- zens/default.aspx. ADA ASSISTANCE: If you are a person (Notary Public Signature) with a disability who needs special accommodations in order to partici- pate in this proceeding,please contact Laura M Robins the County Administrator's Office, by (Notary Public Printed Name) phoning(305)292.4441, between the hours of 8:30a.m.-5:00p.m., prior to the scheduled meeting;if you are hear- My commission expires 9/26/2026 ing or voice-impaired,call '711". Live Closed-Captioning is available via our web portal @ Personally Known X Produced Identification_ http://monroecountyfl.igm2.com/Citi- Type of Identification Produced (Notary Seal) zens/Default.aspx for meetings of the Monroe County Board of County Com- �V"r161r�'P�Fr�lur �ft���x�mN�Irwrtla rmb&mK yw r�1�'t�io7rrm iiasGo�zn N�hk GIY��GM i HiWi d npi eu 'Ss26P202t' 1510 GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN November 10, 2023 Department of State Administrative Code & Register 500 S Bronough Street Tallahassee FL 32399-0250 To Whom It May Concern, Attached is a copy of Ordinance No. 026-2023 of the Board of County Commissioners of Monroe County, Florida, amending Section 22-129 of Article VI Other Municipal Service Taxing Units in Chapter 22 Special Districts, of the Monroe County Code, granting purchasing authority to the Fire and Ambulance District 1 Board of Governors or their designee; providing for severability;providing for repeal of all Ordinances, or parts of Ordinances, in conflict with this Ordinance; providing for incorporation into the Monroe County Code of Ordinances; and providing an effective date. This Ordinance was adopted by the Monroe County Board of County Commissioners at a regular meeting, held in formal session, on October 18, 2023. Should you have any questions please feel free to contact me at(305) 292-3550. Respectfully Submitted, Kevin Madok, CPA, Clerk of the Circuit Court& Comptroller& ex-officio to the Monroe County Board of County Commissioners by: Liz Yongue, Deputy Clerk cc: County Administrator County Attorney MuniCode BOCC 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 1511 Liz Yongue From: County Ordinances <County0rdinances@dos.myflorida.com> Sent: Monday, November 13, 2023 3:18 PM To: Liz Yongue; County Ordinances Cc: BOCCFinance; Abra Campo; Maureen Proffitt; Callahan-James; Tamborski-Cheri; Amanda Leggett; Corie Abel;Jennifer Garcia; Lindsey Ballard; municodeords@civicplus.com; Sue Burke; Tamara Lamarche (boccdis4 @monroecounty-fl.gov) Subject: RE: Monroe County; 10/18/2023 BOCC Meeting - Fire Rescue Item Q8; Ordinance 026-2023 Attachments: Monroe20231110_Ordinance026_2023_Ack.pdf Good afternoon, Please find the attached acknowledgment letter for Monroe County Ordinance No. 026-2023,which was filed in this office on November 10, 2023. Best, County Ordinances Florida Administrative Code and Register Room 701 The Capitol I Tallahassee, Florida From: Liz Yongue<eyongue@monroe-clerk.com> Sent: Friday, November 10, 2023 11:48 AM To: County Ordinances<County0rdinances@dos.myflorida.com> Cc: BOCCFinance<BOCCFinance@monroeclerkFL.onmicrosoft.com>;Abra Campo<Campo-Abra@monroecounty- fl.gov>; Maureen Proffitt<proffitt-maureen@monroecounty-fl.gov>; Callahan-James<Callahan-James@monroecounty- fl.gov>;Tamborski-Cheri <tamborski-cheri@monroecounty-fl.gov>;Amanda Leggett<leggett-amanda@monroecounty- fl.gov>; Corie Abel <abel-corie@monroecounty-fl.gov>;Jennifer Garcia <garcia-jennifer@monroecounty-fl.gov>; Lindsey Ballard <Ballard-Lindsey@monroecounty-fl.gov>; Liz Yongue<eyongue@monroe-clerk.com>; municodeords@civicplus.com; Sue Burke<burke-sue@monroecounty-fl.gov>;Tamara Lamarche (boccdis4@monroecounty-fl.gov) <boccdis4@monroecounty-fl.gov> Subject: Monroe County; 10/18/2023 BOCC Meeting- Fire Rescue Item Q8; Ordinance 026-2023 EMAIL RECEIVED FROM The attachments/links in this message have been scanned by Proofpoint. Sender Full Name: Liz Yongue Sender Phone Number: (305) 292-3550 County Name: Monroe Ordinance Number: 2023 026 Thanks! i 1512 "eS� .� Liz Yongue "" ' Executive Assistant to the Clerk � k Kevin Madok, CPA Clerk of the Circuit Court& Comptroller 500 Whitehead Street, Key West, Florida, 33040 Phone: 305-292-3550 www.monroe-clerk.com PLEASE NOTE: The information contained in this message and any accompanying attachments may contain privileged, private, and/or confidential information protected by state and federal law. If you have received this information in error, please notify the sender immediately and destroy the information. Florida has a very broad public records law. Most written communications with any public agency in the course of its official business are public record, and available to the public and media upon request. Your e-mail communication with this office may be subject to public disclosure. 2 1513 irr ' pw' I FLORIDA DEPARTMENT Of'STAT'E" RON DESANTIS CORD BYRD Governor Secretary of State November 13, 2023 Honorable Kevin Madok Clerk of the Circuit Court Monroe County 500 Whitehead Street, Suite 101 Key West, Florida 33040 Dear Kevin Madok, Pursuant to the provisions of Section 125.66, Florida Statutes, this will acknowledge receipt of your electronic copy of Monroe County Ordinance No. 026-2023, which was filed in this office on November 10, 2023. Sincerely, Anya Owens Administrative Code and Register Director ACO/wlh R. A. Gray Building • 500 South Bronough Street • Tallahassee, Florida 32399-0250 Telephone: (850) 245-6270 1514 Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $1,00,000.00 and Under Axnes, inc. Estimate No. 50043 Effective Date: Upon signature Expiration Date: Contract Purpose/Description: Acquisition of three(3)PNG Wireless Intercom Systems for our helicopters from Axnes,Inc..The portable radio system will work on our existing as well as our new helicopters. It is a sole source system that works as an extension to the existing intercom and allows crew to go wireless in demanding and noisy environments. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Cheri Tamborski ' 305.289.6088 M FR/Stop 14A CONTRACT COSTS Total Dollar Value of Contract: $ 65,101.72 Current Year Portion: $ 65 101.72 (must be$100,000.00 or less) (If multiyear agreement then requires BOCC approval,unless the i wl aint Jilin w 4Imt ni is sl00,000.00 or lw�kk). Budgeted? Yes No� Grant: $N/A County Match: $ N/A Fund/Cost Center/Spend Cate o : Fund 101 11001,SC_00102 ADDITIONAL COSTS Estimated Ongoing Costs: $0 /yr For: N/A (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES 0 NO ❑ CONTRACT REVIEW R.L. Reviewer Date In Department Head Signature: RL Coiina Digitally 20250507ned yR.L.Dolma Date'.2025.05.07 12'.20'.45-04'00' Pedro J. Mercado Digitally signed by Pedro J Mercado County Attorney Signature: Date.2025.05.0715'.5927-04'00' Gaelan P Jones Digitally signed by Gaelan P Jones Risk Management Signature: Date.2025.05.12 17 25 21-04'00' Purchasing Signature: Lisa Abreu Digitally 20250519ned yLisa Abreu Date'.2025.05.19 15'.43'.19-04'00' John Quinn Digitally signed by John Quinn OMB Signature: Date'.2025.05.19 16'.0733-04'00' Comments: Revised BOCC 4/19/2023 Page 84 of 105 1515 Addendum to AXNES Inc. Standard Terms and Conditions of Sale Estimate No. 50043 Estimate Date 08/06/2024 1) Payments. A) Monroe County (hereafter "County") shall pay in accordance with the Florida Local Government Prompt Payment Act Florida Statute section 218.73; payment will be made after delivery and inspection by County of the submission of invoice by Axnes Inc. (hereafter Axnes). B) Axnes shall submit to County invoices with supporting documentation acceptable to the Clerk, on an arrears basis. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. 2) Severability. If any term, covenant, condition or provision of Estimate No. 50043, this Addendum, the General Terms and Conditions of Axnes (collectively, the "Agreement") or the application thereof to any circumstance or person shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions, shall not be affected thereby; and each remaining term, covenant, condition and provision shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions would prevent the accomplishment of the original intent of the Agreement. The County and Axnes agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 3) Attorney's Fees and Costs. The County and Axnes 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 parry shall be entitled to reasonable attorney's fees,court costs,investigative,and out-of-pocket expenses,as an award against the non-prevailing parry, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 4) Binding Effect. The terms, covenants, conditions,and provisions of this Agreement shall bind and inure to the benefit of the County and Axnes and their respective legal representatives, successors, and assigns. 5) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation,execution,performance,or breach of this Agreement,County and Axnes agree to participate, to the extent reasonably required by the other party, in all 1516 proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Axnes specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 6) Nondiscrimination. The parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred,this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352), which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC § 794), which prohibits discrimination on the basis of disability; 4) The Age Discrimination Act of 1975,as amended(42 USC §§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, §§ 523 and 527 (42 USC §§ 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 §§ 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC §§ 12101 Note), as 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, disability,national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) All requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally- assisted programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended; 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. 7) Covenant of No Interest. County and Axnes covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement,and that only interest of each is to perform and receive benefits as recited in this Agreement. 1517 8) Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 9) Public Records Compliance. County and Axnes shall allow and permit reasonable access to, and inspection of, all documents,papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Axnes in conjunction with this Agreement. 10) Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and Axnes in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 11) Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents,volunteers, or employees outside the territorial limits of the County. 12) Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to,nor shall it be construed as,relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to,nor shall it be construed as,authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 13) Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and Axnes agree that neither the County nor Axnes nor any agent, officer, or employee of either shall /P1 518 have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 14) Attestations. Axnes agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, a Vendor Certification Regarding Scrutinized Companies and an Affidavit Attesting to Noncoercive Conduct for Labor or Services(Attachment 1). 15) No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of the parties in his or her individual capacity, and no member, officer, agent or employee of the parties shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 16) Conflict in Terms. In the event of a conflict between the terms of Estimate No. 50043, this Addendum or the General Terms and Conditions of Axnes Inc., the terms of this Addendum shall prevail. THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. IN WITNESS WHEREOF, each party has caused this Addendum to Axnes, Inc Master Subscription Agreement to be executed by its duly authorized representative. AXNES, INC. MONROE COUNTY By: By: kus Schmitz Christine Hurley Title: Managing Director Title: County Administrator Date: - — 201'e' Date: ,,016NFIOE cOUNTY ATTOnNEY " R0VE ,� 0 P"ED )J. ASSISTA Date 5/7/25 1519 VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS Project Description(s): �J v ki S L Cv-- Svc-�C - AU 13g �C���Co/p 1�Cv Respondent Vendor Name: C. Vendor FEIN: -' - 975t8 OS Vendor's Authorized Representative Name and Title: 191 i C-C 10.1 Address:JSS �C'KC--Y J4 h S o J vd i S� : It I City:cv fo yad o S v;h State: CO Zip: 3 y J Phone Number: C>7( Email Address: Cu- Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of$1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which were created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified above in the Section entitled"Respondent Vendor Name" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sect r List or been engaged in business operations in Cuba or Syria. Certified By: who is authorized to sign on behalf th boy renced company. Authorized Si nature: Print Name: Title: N-a ' Note: The Lis are vailable at the following Department of Management Services Site: http://www.dms.myflorida.com/business operations/state purchasing/vendor information/convi cted suspended discriminatory complaints vendor lists MICHAEL AARON KURR Notary Public,State of Texas Comm.Expires 01-14-2026 Notary ID 133535158 1520 AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT FOR LABOR OR SERVICES Entity/Vendor Name: AY ckES Vendor FEIN: 9 -+ -,Sl V 0 S 8t, Vendor's Authorized Representative: Oki kW& PNC-Jai /Na' mean Ti ) Address: City: ro(0 ya 0 S State: CO zip: go 170 Phone Number: 14 U - -4 - C 07 Email Address: w•s c a a,xL„C-S. Co i,\- As a nongovernmental entity executing, renewing, or extending a contract with a government entity, Vendor is required to provide an affidavit under penalty of perjury attesting that Vendor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As defined in Section 787.06(2)(a), coercion means: 1. Using or threating to use physical force against any person; 2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or service are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threating to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule II of Section 893.03 to any person for the purpose of exploitation of that person. As a person authorized to sign on behalf of Vendor, I certify under penalties of perjury that Vendor does not use coercion for labor or services in accordance with Section 787.06. Additionally, Vendor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. Certified By: kajkt4, who is authorized to sign on behalf o t ab ferenced company. If/Authorized Sigl?at re: Print ame: rt vt! Title: aK kyP&,i, MICHAEL WFM KURR � `�=Notary Public,State of Texas '%:� Comm.Expires 01-14-2026 Notary ID 133535156 1521 SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE (Company) "...warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee." (Sig ure) Date: STATE OF: �jGaS COUNTY OF: Pa u a,5 Subscribed and sworn to (or affirmed) before me, by means of 12,physical presence or❑ online notarization, on Agri i 25 (date) by racyus SCakM'.-1 -Z- (name of affiant). He/She is personally known to me or has produced `T@Cc�� QfWefS LiUnSt (type of identification) as identification. ``,`'YO,''i MICHACL AARON KURR Notary Public,State of Texas NOTARY PUBLIC ',` +T.' Comm Ex iir 26 Notary 133535156 My Commission Expires: 1522 ATTACHMENT 1 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." I have read the above and state that neither Axnes Inc. (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. (Signature Date: STATE OF: 1 PXZ"1S COUNTY OF: 1?a 1) !& Subscribed and sworn to (or affirmed) before me, by means of Z?oFysical presence or ❑ online notarization, on AM I 26 2025 (date) by *Y(VttS ':5ChM1+-Z, (name of affiant). He/She is personally known to me or has produced T&/45 PmerS hats g, (type of identification) as identification. MICHA-L AARON KU _ Notary Public,State of Texas NOTARY PUBLIC Comm.Expires 01-1¢2026 Notary ID 133535156 My Commission Expires: 1523 'A Jv4es Axnes Inc. - General Terms & Conditions of General—These Terms and Conditions of Sale apply to any quotation,whether written or verbal,or to any order unless or until other Terms and Conditions are agreed and accepted by Axnes Inc., 1155 Kelley Johnson Blvd, Suite 111, Colorado Springs, CO 90820, USA. (hereinafter referred to as Supplier) in writing. Supplier's order acknowledgement must agree in all respects with the customer's order in respect of price, description and these Terms and Conditions of Sale to constitute a contract. Variations—Variations to the contract of sale are by mutual agreement only,the customer's requests for variations must be made and confirmed in writing by Supplier. Supplier may adjust dispatch times appropriately and may charge for work done up to the variation date and subsequently as a result of the agreed variation Dispatch — Dispatch schedules commence only when Supplier have received all the necessary information and have accepted the order. In the event of any late dispatch or non-dispatch, Supplier shall not be liable for any consequential loss to the customer or any other parties under any circumstances. Prices—Prices quoted are exclusive of Tax and are quoted in USD. Point of Sale—All goods are normally dispatched EX Works or INCO Terms as agreed with the customer prior to the issue of a P/O. Title to the goods that are the subject of this contract shall not pass to the customer until they are fully paid for. For all dispatches the risk passes to the customer at the point of collection of the goods by the customer's nominated freight forwarding agent.Any fees imposed by the freight agent are for the account of the customer. 12-month Warranty—Any complaint of any defect in the goods must be made in writing within twelve months of the date of dispatch. Supplier, if satisfied that the complaint is justified,will at their discretion repair or replace the defective goods free of charge but shall be under no further liability whatsoever. Supplier shall not be liable for any defects that have not been notified in writing within the twelve-month period as aforesaid,nor shall they be liable for any consequential loss under any circumstances. For full details see Axnes standard warranty conditions Doc ref: AX- MKT-AGR-0385 at latest issue. Payment Terms—Standard payment terms for approved regular customers who have an established credit account with Supplier with agreed limits are 15 days or as specified in a separate supply contract. Overdue payments are liable to interest according to EU's directive on late payments 2011/7/EU. For non-account holders, payment terms are by Irrevocable, non-transferable Letter of Credit or advance payment. Late payment - Supplier reserves the right to charge interest according to EU's directive on late payments 2011/7/EU and to adjust the terms and conditions of a contract including any credit limit, payment terms, dispatch etc, if payment terms are not met. Insolvency—If the customer ceases to pay his debts in the ordinary course of business,or cannot pay his debts as they become due, or being a company that is deemed to be unable to pay its debts has a winding up petition issued against it, or being a person commits an act of bankruptcy, or has a bankruptcy issued against him, Supplier without prejudice to other remedies stop any delivery in progress and be entitled to charge for work already carried out. Such charge to be an immediate debt to Supplier. Cancellation of Orders — There can be no cancellation or suspension of any orders without Supplier's agreement in writing. If the customer cancels the order Supplier has the right to charge the customer an amount appropriate to the work that has been carried out up to a maximum of the value of the contract. Loan Items—These Terms and Conditions apply to any loaned item. Notification of any defect must be made within two days. The loaned item remains the property of Supplier at all times. It is a condition of accepting a loan item that the recipient ensures the product and keeps it in his possession and under his control at all times. The recipient will pay for carriage and packaging of the item both to and from Supplier's premises. Should the loan item not be returned to Supplier within the agreed time scales(usually 30 days)then Supplier will be entitled to invoice the recipient and be Axnes Inc., 1155KellyJohnson Blud,Suite 111,Colorado AX-MKT-CGL-0018-Issue P-US Terms and Conditions Spnngs,CO 90820,USA Mail.-post@axnes.com vv m.axnes.com 1524 'A Jw4es Axnes' General Terms & Conditions of Sales paid in full for the loaned item. Under these circumstances title to the item passes to the recipient upon full payment. The item should be returned to Supplier in perfect working condition. If any damage has taken place to the loaned item Supplier will invoice the recipient an appropriate amount to bring the unit back to full specification and cosmetic appearance, up to a maximum of the value of the item. Intellectual Property—The intellectual property of all items designed,developed and manufactured by Supplier resides with Supplier. The payment of Non-Recurring Engineering(NRE)charges by a customer does not confer any rights to the intellectual property of any designs which emanate directly or indirectly from the development. As part of any contract,whether it includes the payment of NRE or not,the customer must accept without reservation that Supplier is the rightful owner of all intellectual property rights for products which are supplied under contract. The customer must not copy or allow any third party to copy the designs of any of Supplier's products. Frequencies— Exact frequency configuration is done at production, based on customer input to available frequencies and bandwidth in the region they are to be operated. (The system is normally configured with UHF frequencies in the 397 to 470 MHz band,and VHF frequencies in the 156 to 162 MHz band for Civil Customers). It is the sole responsibility of the operator to make sure the aircraft or vehicle has been approved for the use of Polycon or PNG, and to ensure that frequencies in the operating frequency range according to Polycon or PNG specification has been licensed with the responsible radio frequency agency. Supplier is NOT responsible for any frequency licensing of the equipment. Configuration of frequencies and channels must be discussed with Supplier prior to ordering the system. Law — These Conditions and any Contracts are governed by the laws of State of Delaware and the courts of such jurisdiction shall have exclusive jurisdiction to decide on any disputes arising out of or in connection herewith. Goods specified in this agreement are shipped from Norway in accordance with Norwegian law export regulations and local laws and may be subject to restrictions if re-exported. By accepting delivery of any portion of the delivered goods, the recipient and/or its appointed agent agree to comply with Norwegian export regulations, local export, re-export,transfer, and transshipment regulations. Supplier takes no responsibility for restrictions on re-export not deriving from Norwegian law. AxnesInc., 1155KellyJohnson Blud,Suite 111,Colorado AX-MKT-CGL-0018-Issue P Terms and Conditions Spnngs,CO 90820,USA Mail.-post@axnes.com vv m.axnes.com 1525 IC Ill IIII III 1 J2, Aw4es, Axnes,Inc. bjg@axnes.com 1155 Kelly Johnson Blvd.,suite 111 +1 (719)277-6671 Colorado Springs,CO 80920 www.axnes.com Bill to Ship to Chief Jeff Lauraitis Chief Jeff Lauraitis Jeff Lauraitis Jeff Lauraitis Estimate details Sales Rep:Tre Blake Estimate no.:50043 Estimate date:04/30/2025 Expiration date:07/31/2025 # Product or service Description Qty Rate Amount 1. AXS-SYS-0120 BST35 Mobile Base Station System 3 $12,360.00 $37,080.00 Includes: One(1)AXS-BS-D0350-N-C3-BST35 Mobile Base Station, NVG, Black. One(1)AXS-SW-0711 -Software, BST3X, R2:SW crypto. One(1)AXS-ANT-051 0-Antenna, U H F Straight Flex 420-470 MHz, BNC. One(1)AXS-CHG-0351 -USB Charger, US, for BST35. One(1)AXS-ACC-0050-Pouch, Molle for BST3X, Black. One(1)AXS-AID L-01 70-BST3X Ll/L2 Audio/Power Interface Cable, TP120/AP136. One(1)AXS-MSC-1050-Attenuator, 10dB, HAT-10+ BNC. One(1)AX-MSC-0502-Storm Case iM2100, black. 2. AXS-HH-D0200-BN-C3 MP30 Handset, US-Nato, Black, 6 $3,735.00 $22,410.00 wo/Antenna 3. AXS-CHG-0300-C3 CHG30-6 Multi Charger 2 $1,640.00 $3,280.00 4. AXS-SW-0511 PNG M P30 Software-PNG M P30 SW 6 $0.00 $0.00 Package, Release 2 Crypto(Standard unless other SW agreed) 5. AXS-ANT-0610 Antenna, H H SB 435-470M Hz w/Gasket 6 $260.00 $1,560.00 6. AX-TRG-0016 On-site customer service and training-our 1 $1,885.00 $1,885.0( 1526 qualified technical support engineers will advise your organization on PNG system configuration,fine-tuning,balancing,and troubleshooting with your aircraft ICS,with the goal to ensure the PNG system is operating to its maximum potential for different mission scenarios and applications.Your company or organization will gain essential knowledge by allowing Axnes to educate your team and provide them with useful hands-on information and experience. Max.6-8 hours,limited to North America and the Caribbean. Price only valid in conjunction with PNG system purchase or an installed system. 7. AX-SVC-0016 Assistance with local/state frequency 1 $556.00 $556.00 license application-In affiliation with third- party,applications can be made through a third party source for new frequency assignment in the public safety spectrum of 450M Hz to 470M Hz for mission-critical communications needs.The license is designed for First Responders;such as Police, Fire Fighters, Emergency Medical Service(EMS),and utility providers planning to use the Axnes PNG system. Subtotal $66,771.00 Discount 2.5% -$1,669.28 Note to customer Please refer to our General Sales Terms&Conditions,AX-M KT-CGL- Total $65,101.72 0018-Issue(P)Terms and Conditions.pdf on our website http://www.axnes.com/quality Estimated Lead Time: 12-16 weeks Expiry 07/31/2025 d ate Payment Terms: Net 15 Currency: USID Delivery Terms: Ex Works,Grimstad, Norway AXS-HH-D0200-BN-C3 represents the Bluetooth&Night Vision Equipped MP 30 Hand-Held Device. Accepted date Accepted by 1527 MONROE COUNTY FIRE RESCUE Office of the Fire Chief 7280 Overseas Highway Marathon,FL 33050 Phone:(305)289-6088 Memorandum To: Lisa Abreu, Purchasing and Contract Services, Purchasing From: RL Colina, Fire Chief, MCFR Date: May 19, 2025 Subject: Business Justification Letter—Axnes, Inc. Radios Purchase Monroe County Fire Rescue (MCFR) is seeking approval to purchase three (3) BST35 Mobile Base Station Systems and related components from Axnes, Inc. on a sole source basis for our helicopters. The radio system offers a robust range of capabilities in/outside the cabin, for all operational requirements and since it works as an extension of the existing intercom, it allows the crew to go wireless. The unmatched noise cancelling and robust design, make it the ideal system for operators who work in demanding and noisy environments. Axnes is an approved supplier of Original Equipment Manufacturers (OEM's) like Airbus, Leonardo, Sikorsky and Bell and they are widely recognized as the industry leader within the field. 1528 Sole Source Letter Date: 7th February 2023 To: To whom it may concern: This letter is to confirm that the Axnes PNG Wireless Intercom Extension System is a Sole Source Product. The component parts, including the proprietary software incorporated into the system is designed, built and controlled by Axnes AS and is not available from any other source. It is manufactured, sold and distributed worldwide, exclusively from Axnes AS in Norway or via its subsidiary: Axnes Inc in the USA. There are no other similar systems with the same functionality or capability of the PNG Wireless Intercom Extension System that we are aware of at this time. There is no direct interchangeability with systems from other manufacturers. We thank you for your interest in our PNG Wireless Intercom Extension System. Please do not hesitate to contact me if you require any more information or if can be of further assistance. Yours sincerely Mark Panton Chief Operations Officer Doc Ref: AX-MKT-LTR-0354 Issue C Axnes AS, Terje Lovasvei 1, N-4879 Grimstad, NORWAY Org. no. N- 974 485 753 Tel +47 370 40 800 www.axnes.com . 0aG 1529 . 711 .�! P, Z, '1I N . a .,' � IS (3 C 111 LETTER OFAUTI iORIZ,ATION TO INSTALL This serves as official authorization to install the Axnes AXS-SYS-0120 kit.The Axnes AXS-SYS-0120 kit, Model Number 3TS35 is the only unit authorized in this letter for installation in the following aircraft: N911RR, Leonardo AW-139, SN 41601; N911LK, Leonardo AW-139, SN 41605;and N911FK, Leonardo AW-139, SN 41606. The Axnes AXS-SYS-0120 kit must be installed into each aircraft by MCSO Maintenance department and all appropriate FAA requirements and paperwork will be completed for each aircraft by MCSO Director of Maintenance prior to use.The Axnes AXS-SYS-0120 kit includes the one (1)AXS-BS-D0350-N-C3 Mobile Base Station, One(1)AXS-ANT-0510 Antenna, UHF,One(1)AXS-CHG-0351 USB Charger,One(1) Pouch, One (1)AXS- ADL-0170 Audio/Power Interface Cable, and One(1)AXS-MSC-1050 Attenuator, 10dB.Any location changes to the placement of the unit,changes to model of unit, changes to any part numbers within the kit or change of aircraft model void this authorization and roust be re-evaluated prior to any further use. Sincerely, John Earnhardt Director of Aviation Maintenance Dated: February, 25 2025 �. 10 Director of Aviation Maintenance 1530 FLORIDAMONROE COUNTY, REQUEST FOR WAIVER OF INSURANCE REQUIREMENTS It is requested that the insurance requirements,as specified in the County's Schedule of Insurance Requirements,be waived or modified on the following contract. Contractor/Vendor: Axnes Inc. Project or Service: PNG Wireless Intercom System Contractor/vendor 1155 Kelly Johnson Blvd, Suite 111, Colorado Springs,CO 80920 Address&Phone#: 719-277-6671 General Scope of Work: Providing Wireless Intercom System to the aerospace and defense industry Reason for Waiver or After consulting with our insurance provider,we were informed that they Modification: cannot offer this type of coverage for us. Policies Waiver or Modification will apply to: Sale of PNG Wireless Intercom System-to Monrow County for use on EMS heycopters.. ._� " c Signature of Contractor/Vendor: t (� T. i¢ �`us `Sc- F /-Iu�6�ri=�,LeC 0_) J {J Date: 05/07/25 Approved Not Approved Risk Management Signature:_ U Date: GL waived upon request due to vendor being sole source of mission-critical —produ`ct per FR County Administrator appeal: Approved: Not Approved: Date: Board of County Commissioners appeal: Approved: Not Approved: Meeting Date: 1531 Monroe County Purchasing Policy and Procedures ATTACHMENT WS COUNTY ADMINISTRATOR CONTRACT.SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Pediatric,Emergency Standard, Inc., contractg Effective Date: 10.31.2024 Expiration Date: 1031:2°25 Contract Purpose/Description: Annual access to Handtevy Mobile,Medication Management Software,including unlimited Clinical Updates,and Clinical and Technical Support at a cost of$6,536.2$for Year 1: This software'is used to advance the quality,of pediatdc emergency medical care to sick and injured children.,The optional Year 2 fenewal'cosi is$6,863.06(5%uplift)and the optional Year 3 renewal costly$7 206,21 (5%n uplift). Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Cfiefl'Tambc'rski 305„289,6088' MkFR/Stop 14A CONTRACT COSTS Total Dollar Value of Contract: $ 6,536.25 Current Year Portion: $ 536 25' (must be$100,000.00 or less) (If multiyear agreement then requires BOCC approval,unless the �0r d a iiun iliiull�r� iko ililorunui its pdviv dydydy dydy aio Ilk ,�,) Budgeted? Yes❑✓ No� Grant: $N/A County Match: $ N/A Fund/Cost Center/Spend Cate o : 101/11001 141i11500(80%);404/63100{5%),SC,,00os4 ADDITIONAL COSTS Estimated Ongoing Costs: $b8 dyr For: Renewable per Exhibit A(for 2 more 1-yr terms via annual invoicing) (Not included in dollar value above) (e.g. maintenance,utilities,janitorial,salaries, etc.) Insurance Required: YES 0 NO ❑ CONTRACT REVIEW Reviewer Date In R.L.Colina Digitally signed by R.L.Colina Department Head Signature: Date:2025.05.05 09:45:34-04'00' Digitallysigned by Eve M.Lewis County Attorney Signature: Eve M. Lewis Date:2025.05.07 17:07:3-04'00' Gaelan P Jones Digitally signed byGaelanPJones Risk Management Signature: Date:2025.05.071507:43-04'00' Purchasing Signature: Lisa Abreu DigitDateallysignedby Lisa Abreu :2025.05.08 09:53:03-04'00' John Quinn Digitally signed by John Quinn OMB Signature: Date:2025.05.08 11:0149-04'00' Comments: Revised BOCC 4/19/2023 Page 84 of 105 1532 AGREEMENT between MONROE COUNTY,FL and PEDIATRIC EMERGENCY STANDARDS INC. for Medication Management Software & Clinical and Technical Support THIS AGREEMENT is made and entered into this 9th day of May 2025, and retroactively effective to October 31,2024,by and between Monroe County,a political subdivision of the State of Florida,through its Board of County Commissioners,with principal offices located at 1100 Simonton Street, Key West, FL 33040 (the "County"), and PEDIATRIC EMERGENCY STANDARDS INC., a Florida Corporation, d/b/a Handtevy, 11860 State 84, Suite B1, Davie,FL 33330(the"Contractor")to provide Monroe County Emergency Services with access to Handtevy Mobile(an application)and other software and services, as more fully described herein. Now therefore, in exchange for good and sufficient consideration,the parties hereby agree to the following terms and conditions: 1) The Contract Documents. This Agreement supersedes and replaces, in all respects, all prior agreements including, but not limited to, the evergreen documents between the parties. This Agreement is the current and effectual understanding of the parties, and the contract documents consist of. this Agreement, and the Handtevy Quote (Quote Number: Q-17403," attached hereto as "Exhibit A." In the event of a conflict between the aforementioned documents, this Agreement and any duly executed amendment to this Agreement will control, then "Exhibit A," in that order. 2) The Work/Services.The Contractor must perform all work and provide all services to the County required by this Agreement,and as set forth in"Exhibits A."Any references therein to linked terms and conditions arc null and void. Contractor must comply with any and all Federal, State, and local laws and regulations now in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Contractor, its employees, agents or subcontractors, if any,with respect to the work and services described herein.Contractor shall maintain throughout the term of this Agreement, appropriate licenses. 3) Contract Amount. Contractor will perform contract requirements with pricing as listed in "Exhibit A" and will annually invoice the County. Invoices will be processed and paid within thirty(30)business days so long as they are acceptable to the Monroe County Office of Clerk and Comptroller(County Clerk). Acceptability to the County Clerk is based upon generally accepted accounting principles and such laws,rules and regulations as may govern the disbursal of funds by the County Clerk. To the extent that purchases made hereunder exceed the total value of $100,000, prior written approval of the Board of County Commissioners shall be obtained. County is exempt from payment of Florida State Sales and Use taxes. 4) Agreement Subject to Funding. The County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent 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 contract period is for one (1)year commencing on October 31, 2024 (retroactively effective), with the option to renew under the same Page 1 of 9 1533 terms and conditions for two (2) one (1) year(renewal terms with a five percent (5%) increase for each of the one (1) year renewal terms. An extension or renewal may be accomplished through administrative approval memorialized by written consent of authorized representatives of the respective parties. Annual invoices must be consistent with the pricing provided herein, and in accordance with any annual increase expressly authorized in the exhibits (if any). Additional services and products above and beyond what is authorized in the exhibit may only be purchased through a duly executed amendment to this Agreement. 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. 7) Assignment and Subcontracting. Contractor must not transfer or assign the performance required by this Agreement without the prior written consent of the Board of County Commissioners. 8) Termination a) Termination for Cause and Remedies: In the event that Contractor is found to be negligent in any aspect of service or Contractor is in breach of any contract terms, the County retains the right to terminate this Agreement. The County reserves all rights available to it for monies paid under this Agreement, without limitation thereby,and reserves the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, located at Section 2-721 et 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 be refunded for the portion of the prepaid year not serviced by Contractor, on a prorated per them basis as of the appointed termination date. 9) Insurance Requirements. Contractor shall obtain and maintain at its own expense insurance coverages as deemed necessary by the Monroe County Risk Manager prior to commencing service under this Agreement, and maintain such coverage throughout the to of the Agreement. 10) Indemnification &Hold Harmless a) The parties agree that one percent (1%) of the total compensation paid to Contractor for the work or services under this Agreement constitutes specific consideration to Contractor for the indemnification to be provided under the Agreement. Subject to the Contractor's Limitation of Liability contained in Exhibit A, the Contractor shall defend, indemnify, and hold the County, and the County's elected and appointed officers and employees, ha less from and against any claims, actions or causes of action, any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with: (A) any activity of the Contractor or any of its employees, agents, contractors or other invitees during the term of this Agreement; (B) the negligence or recklessness, 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 Page 2 of 9 1534 undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than the Contractor). b) Furthermore, subject to the Contractor's Limitation of Liability contained in Exhibit A, Contractor agrees to defend, indemnify and hold harmless the County, its elected and appointed officials, employees, and agents from all such claims, fees, royalties, or costs for its use of any patent, trademark, or copyrighted materials, and any suits or actions of any name that may be brought against the County, its elected and appointed officials, employees, and agents for the infringement of any patents,trademarks or copyrights claimed by any person,firm, or corporation. c) Nothing contained herein is intended, nor may it be construed, to waive County's rights and immunities under the common law or Section 768.28, Florida Statutes, as amended from time to time; nor will anything included herein be construed as consent to be sued by any third parties in any matter arising out of this Agreement. Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement,this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. 11) Data Management; Data Security Standards.Contractor must agree to comply with the County's written demands regarding cooperation (and any applicable financial responsibilities) for timely data breach incident reporting, response activities/fact- gathering,public and other governmental agency notification requirements, severity level assessment, and after-action reporting, consistent with Sections 282.3185(5) & (6), and 501 171, Fla. Stats.,as amended from time to time. And specifically in the context of data breaches that involve Protected Health Information pursuant to Health Insurance Portability and Accountability Act (HIPAA), Contractor must comply with all requirements of the Health Information Technology for Economic and Clinical Health Act (HITECH),- Section 105 of Title I of the Genetic Information Nondiscrimination Act of 2008 (GINA); and 45 C.F.R. Parts 160, 162 and 164 and Final Omnibus Rule eff. March 26, 2013). To ensure safety of personal data, Contractor must comply with the 2016 European Union's General Data Privacy Regulation (GDPR) that became effective in the European Union on May 25, 2018, and any more recently revised version thereof. For any system integration between the County's network systems and that of the Contractor, the Contractor hereby agrees to comply with ISO/IEC 27001 for its internal system, at a minimum, and any unique integration requirements of the County's network and information technology systems. 12) Discriminatory Vendor List. Contractor hereby acknowledges its continuous duty to disclose to the County if the Contractor or any of its affiliates, as defined by Section 287.134(l)(a), Florida Statutes, are placed on the Discriminatory Vendor List. Pursuant to Section 287.134(2)(a),Florida Statutes: "An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid,proposal,or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work;may not submit bids,proposals, orreplies 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," 13) Prohibition on Conflict of Interest, Gratuities, Kickbacks, and Collusion. The statements contained in this paragraph are true and correct, and made with the full Page 3 oC9 1535 knowledge that Monroe County relies upon the truth of the statements contained herein in awarding the contract for this Project. a) Conflict of Interest.Contractor covenants that it presently has no interest and will not acquire any interest that would conflict in any manner or degree with the performance of services required. Each party hereto covenants that there is no conflict of interest or any other prohibited relationship between the County and itself, b) Gratuities.Contractor hereby certifies that it has not offered,given, or agreed to give any Monroe County employee a gratuity, favor, or anything of monetary value in connection with any decision, approval, disapproval,recommendation, preparation of any part of the Project or award of this contract. c) Kickbacks. Contractor certifies that it has not given payment, gratuity, or offer of employment to be made by or on behalf of a Sub-contractor under a contract to Contractor or higher tier sub-contractor or any person associated therewith, as an inducement of the award of a subcontract or order. d) Non-Collusion Statement. By signing this Agreement, Contractor certifies under penalty of perjury that the price proposed by Contractor was arrived at independently without collusion, consultation, or communication 'for the purpose of restricting competition-,and no attempt has been made to induce another person or entity to submit a proposal,or not submit, for the purpose of restricting competition in the award of this Project. e) Contract Clause. The prohibitions on conflict of interest, gratuities, kickbacks, and collusion prescribed in this paragraph must be conspicuously set forth in every contract and subcontract and solicitation initiated by Contractor in its performance of this Agreement. 14) Ethics Clause pursuant to Monroe County Ordinance No. 010-1990. By signing this Agreement,the Contractor warrants that he/she/it has not employed, retained or otherwise had act on his/her/its behalf any former County officer or employee in violation of Section 2-149,Monroe County Code of Ordinances,or any County officer or employee in violation of Section 2-150, Monroe County Code of Ordinances. For breach or violation of this provision the County may,in its discretion,terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee pursuant to Subsection 2-152(b), Monroe County Code of Ordinances. 15) Prompt Disclosure of Litigation, Investigations, Arbitration, or Administrative Proceedings.Throughout the term of this Agreement,the Contractor has a continuing duty to promptly disclose to the County, in writing, upon occurrence, all civil or criminal litigation, investigations, arbitration, or administrative proceedings relating to or affecting Contractor's ability to perform under this Agreement. If the existence of such causes the County concern that the Contractor's ability or willingness to perform the Agreement is jeopardized, the Contractor may be required to provide the County with reasonable assurances to demonstrate its ability to perform as required hereunder, and that its employees/agents have not or will not engage in conduct similar in nature to the conduct alleged in such proceeding. 16) Choice of Law and Venue.The parties hereby agree that the only laws that apply to this 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 Pa'ee 4 oC9 1536 States Bankruptcy Court for the Southem District of Florida,whenever applicable. 17) Public Records. County is a public agency subject to Chapter 119, Florida Statutes, as amended ftom time to time. To the extent Contractor is a Contractor acting on behalf of the County pursuant to Section 119,0701, Florida Statutes, as amended from time to time, Contractor must comply with all public records laws in accordance with Chapter 119, Florida Statutes. In accordance with state law,Contractor agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the County in order to perform the services. b) Upon request from the County's custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copies within a reasonable time at a cost that does not exceed the costs provided in Chapter 119, Florida Statutes, or as otherwise provided by law. c) Ensure that public records that are exempt,or confidential and exempt, from public records disclosure are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the County. d) Upon completion of the services within this Agreement, at no cost, either transfer to the County all public records in possession of the Contractor or keep and maintain public records required by the County to perform the services. If the Contractor transfers all public records to the County upon completion of the services,the Contractor must destroy any duplicate public records that are exempt, or confidential and exempt, from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the services, the Contractor must meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of public records, in a format that is compatible with the information technology systems of the County. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE COUNTY'S CUSTODIAN OF PUBLIC RECORDS AT PHONE NO. 305-292-34701 PUBLIC RECORDSgMONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH STREET, SUITE 408, KEY WEST, FL 33040. If Contractor does not comply with this section, the County will enforce the Agreement Provisions in accordance herewith and may unilaterally cancel this Agreement in accordance with state law. 18) Public Entity Crimes Statement. Pursuant to Section 287.133(2)(a), Florida Statutes, as amended from time to time, Contractor hereby certifies that neither it nor its affiliate(s) have been placed on the convicted vendor list following a conviction for a public entity crime. If placed on that list, Contractor agrees: to immediately notify the County and is prohibited from providing any goods or services to a public entity-, it may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work-, it may not submit bids on leases of real property to a public entity-, it may not be awarded or PCTfon-n 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 287.0 17,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. Page 5 oF9 1537 19) Foreign Gifts and Contracts.The Contractor must comply with any applicable disclosure requirements in Section 286.101, Florida Statutes. Pursuant to Section 286.101(7)(b), Florida Statutes: "In addition to any fine assessed under[§286.101(7)(a),Florida Statutes], a final order determining a third or subsequent violation by an entity other than a state agency or political subdivision must automatically disqualify the entity from eligibility for any grant or contract funded by a state agency or any political subdivision until such ineligibility is lifted by the Administration Commission [Governor and Cabinet per §14.202,Florida Statutes] for good cause." 20) Scrutinized Companies and Countries of Concern per Sections 287.135, 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 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. PEDIATRIC EMERGENCY STANDARDS, INC. 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. I Printed Name: Title: Srignaturc- Date- n/ 21) Noncoercive Condutt 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 doe-, not use coercion for labor or services in accordance with Section 787.06, Page 6 of 1538 Florida Statutes. As an authorized representative of Contractor, I certify under penalties of perjury that Contractor does not use coercion for labor or services as prohibited by Section 787.06.Additionally,Contractor has reviewed Section 787.06,Florida Statutes, and agrees to abide by same. 22) Nondiscrimination.The Contractor and County agree that there will be no discrimination against any person, and it is expressly understood that upon a detennination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party,effective the date of the court order. Contractor agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable,relating to nondiscrimination. These include but are not limited to: 1)Title VII of the Civil Rights Act of 1964(PL 88-352)which prohibits discrimination in employment on the basis of race, color, religion, sex or national origin-, 2) Title IX of the Education Amendment of 1972, as amended(20 USC ss. 1691-1683, and 1695-1696), 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 290ec-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age-, 11)The Pregnant Workers Fairness Act(PWFA) pursuant to 42 U.S.C. 2000gg et scq.; and 12)Any other non discrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 23) E-Verify Requirements. Effective January 1, 2021, public and private employers, contractors and subcontractors must require registration with, and use of the E-verify system in order to verify the work authorization status of all newly hired employees. Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: a) All persons employed by Contractor to perform employment duties within Florida during the term of the contract; and b) All persons (including subvendors/subconsultants/subcontractors) assigned by Contractor to perforrn 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 to 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 Page 7 of 9 1539 with this paragraph will result in the termination of this Agreement as provided in Section 448.095, Florida Statutes, as amended, and Contractor may not be awarded a public contract for at least one (1) year after the date on which the Agreement was terminated. Contractor will also be liable for any additional costs to County incurred as a result of the termination of this Agreement in accordance with this Section. Upon executing this Agreement, Contractor will provide proof of enrollment in E-verify to the County. 24) Prohibited Telecommunications Equipment. Contractor represents and certifies that it and its applicable subcontractors do not and will not use any equipment,system,or service that uses covered telecommunications equipment or services as a substantial or essential component of any system,or as critical technology as part of any system,as such terms are used in 48 CFR§§ 52.204-24 through 52.204-26. By executing this Agreement, Contractor represents and certifies that Contractor and its applicable 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. 25) Antitrust Violations; Denial or Revocation under Section 287.137, Florida Statutes. Pursuant to Section 287.137, Florida Statutes, as may be amended, a person or an affiliate who has been placed on the antitrust violator vendor list (electronically published and updated quarterly by the State of Florida)following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply for any new contract to provide any goods or services to a public entity-, may not submit a bid, proposal, or reply for a new contract with a public entity for the construction or repair of a public building or public work, may not submit a bid, proposal, or reply on new leases of real property to a public entity;may not be awarded or 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. 26) Merger; Amendment; Interpretation; Joint Preparation. This Agreement, including Exhibit A, constitutes the entire Agreement between the Contractor and the County, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and authorized designees of the County. The titles and headings contained in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement. It is acknowledged that each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and accordingly the rule that a contract will be interpreted strictly against the party preparing same does not apply herein due to the joint contributions of both parties, 27) Severability; Waiver of Provisions. Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction will,as to that jurisdiction,be ineffective to the extent 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. Page 9 of 9 1540 28) Signatory Authority; Counterparts and Multiple Originals. Upon request, the Contractor must provide the County with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. This Agreement may be executed in multiple originals, and may be executed in counterparts, each of which is hereby deemed to be an original, but all of which, taken together, constitutes one and the same agreement. IN WITNESS WHEREOF, County, signing through its authorized representative, and Contractor, through its authorized representative, have made and formed this Agreement that is retroactive to October 31, 2024. CONTRACTOR: PEDIATRIC EMERGENCY STANDARDS,INC. By. .......... Signat;e Date ............................ Print Na Title STATE OF COUNTY OF,-i The foregoing instrument was swom to/affirmed and acknowledged before me by tirris of[Vphysical presence or 0 online notarization, this_�__day of 'r12 ....................- 20 ZS by President/Director/VP of Pediatric Emergency Standards, Inc,,dlb/a I �u a orporation. He/She is personally known to me/or has produced ....... (type of identification)as identification. ............. ....... gn�aiul —7 i -e of Notary Public XPHfl:S NOV 02,P025 ................................ I jfj� �5J'Jrj" (Print& Stamp Commissioned Name of Notary Public) BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA and BOARD OF GOVERNORS FOR THE FIRE AND AMBULANCE DISTRICT 1, MONROE COUNTY,FLORIDA: Digitally signed by Christine Christine Hurley Hurley BV: Date:2025.05.09 09:07:49-04'00' Christine Hurley,—County Administrator Date Approved as to legal form&sufficiency: Digitally 119-d by E-M. Eve M. LewisDate-2025.05.0717-04-,S -04'00' .......... Eve M. Lewis,Assistant County Attorney Page 9 of 9 1541 "'EXHIBIT " 'i handtevy Quote Company Info: Pediatric Emergency Standards, Inc. Expiration Date: 11/1/2025 11860 State Rd 84 Suite 131 Quote Number: Q-17403 Davie, FL 33325 Phone: (954)944-1114 FAX: (954)653-3792 Account Name: Monroe County Fire Rescue Client Contact: Zully Hemeyer Account#: 101167 Account Rep: Aliza Blochov Bill To: 1100 Simonton St Ship To: 490 63rd St Suite 2-213 Suite 160 Key West, Florida 33040 Marathon, Florida 33050 Product Description Quantity List Price Unit Price Total Code HMARPC Annual access to Handtevy Mobile,Access 1 $6,536.25 $6,536.25 '$6,536.25 to Medication Management Software, Unlimited Updates Included,Clinical and Technical support(Year 1) HMARPC Annual access to Handtevy Mobile,Access 1 $6,863.06 $6,863.06 to Medication Management Software, Unlimited Updates Included, Clinical and Technical support(Year 2)—5%Uplift HMARPC Annual access to Handtevy Mobile,Access 1 $7,206.21 $7,206.21 to Medication Management Software, Unlimited Updates Included,Clinical and Technical support(Year 3)—5%Uplift Total Year 1 Price $$6,536.25 Tax $0.00 Shipping and Handling $0.00 Total Year 1 $6,536.25 To place an order, please email or fax a copy of the signed Quote and Purchase Order to:Info0HandtevvSom or(954)944-1114. PES requires execution of a Purchase Order for all sales above$5,000 before applicable freight and taxes.The undersigned,on behalf of Customer, represents that he or she has the authority to sign this Quote and/or Purchase Order, and is bound hereby and agrees to the terms,conditions and pricing denoted and attached. Taxes,shipping and handling fees are estimates only and are subject to change at the time of order. Customer may provide PES with a tax exemption certificate,if applicable. It is our customers responsibility to provide the most up-to-date and accurate protocol set.Additional fees will apply in the event a protocol set was submitted in error once customization has been initiated. Page 1 of 1 1542 ............... PEDIATRIC EMERGENCY STANDARDS,INC. TERMS AND CONDITIONS 1. DEFINITIONS. The Quote,these Terms and Conditions,and the Purchase updating of the Customized Offerings when Customer or its medical staff, Order or the signed Quote and these Terms and Conditions shall constitute employees and/or contractors make modifications to Customer's Protocols, an agreement of the parties and be collectively referred in as the c Customer agrees that any improvements or modifications to the PES Offerings shall belong to PES. Customer hereby grants, b. shall be identified as such on the Quote, transfers and assigns(and agrees to grant,transfer and assign)to PES any and all ofC'ustomer's right,title and interest in and to such improvements c Lasli Uil!Lr.Illa means data entered by Customer relating to its patients " or modifications.PES shall not be restricted in any manner in its use ofany .1i " that is entered into or transmitted through the PES Apps, intellectual property created by it hereunder for Customer.The foregoing d "Cu,struner Pivion)IN" means the medical practices. protocols, and grant,transfer and assignment(and agreement to grant,transfer and assign) I.................. _ - guidelines adopted or used by Customer for patient care,including all drug also applies to any enhancement or improvement recommended orally or concentrations,drug dosages,equipment sizes,and other practices adopted in writing by Customer to PES. by Customer,formally or informally,from time to time. ol, The foregoing license does not include the right to, and e u or(� golnv4 -means changes to the PES Apps created Custom.er has no right to (i) decompile, reverse engineer,disassemble, by PES at Customer's request and for Customer's benefit in order for print, m.copy or display the PES Offerings in whole or in pan or otherwise Customer to operate the PES Apps in a manner consistent with Customer's reduce the PES Apps to a human perceivable form in whole or in part;(6) Protocols. publish,release,rent,lease,sublicense,loan,sell,distribute or transfer all means the PIES Offerings that have been approved or any portion of the PES Offerings to another person or entity;(61)use or by Customer after Customization reproduce the PES Offerings for the use or benefit of anyone other than in g "k&lUivc Date" means the date Customer delivers a signed Purchase connection with Customer's business enterprise;(iv)alter,modify orcreate Order to PES derivative works of the PES Offerings in whole or in part;(V)use or permit means the thirteen (13)month period commencing o It "Iraflal Tqq ", ,1� n the the use of the PES Offerings for commercial time-sharing arrangements or Effective Date- providing service bureau,data processing,rental,or other services to any i "PES"means Pediatric Emergency Standards,Inc, third party,or(vi)use the PES Offerings or any part or aspect thereof for "PESApps" means the software application(s) licensed Ir% Customer any unlawful purpose or to mislead or harass anyone.Use of or access to pursuant in this Agreement as referenced on the Quote the PES Offerings in violation ofthe terms hereofis strictly prohibited.The k "TIES Maicxiat "means an} durable goods provided bN PFS to Customer rights granted Customer hereunder do not constitute a sale of any PES as identified in the Quote. Offerings. PES retains all right, title, and interest in and to the PES The PES Apps,the PES Materials,and the PES Services Offerings, including without limitation all software used to provide the are sometimes collectively referred to as the PES Apps(and access via the SaaS),all graphics.user interfaces,logos and in s"means professional services provided by PES to Customer , _5Mi �, trademarks reproduced duoueb the SaaS,and all goodwill associated with as identified in the Quote, which may include Customisation,education an} of the foregoing, except to the limited extent of Customer*s license and training courses,and other support services during the Term as set forth herein_Customer's permission to access or use n, JP_yLgLa _Q(0gr" means a document signed by Customer mdencin-, the I1l:S Offerings may be limited or suspended immediately if, in PES's acceptance of the Quote. discretion.this Section or any other provision of this Agreement has been 0, "Quo means an offer by PES to provide certain PES Offerings at a price violated by Customer or any of its Users Customer agrees that a violation and on terms set forth therein and in these Terms and Conditions.These of this Section will cause PIES irreparable and immediate harm,and that Terms and Conditions are incorporated into the Quote. PES is entitled to injunctive relief to prevent such violation. Customer p means a twelve (12) month period commencing on an recognizes that the PES Offerings are protected by copyright and other anniversary of the Subscription Start Date in the event that Customer elects laws, to renew this Agreement pursuant to Section 7(a)below. 1 FEES. q '-SaaS"means software-as-a-service, a Fees Throughout the Tenn, Customer shall pay PES the fees and other DoW,' means the date that is (i) thirty(30)dais after amounts (collectively, "Fees") for the PES Offerings as set forth in the the Effective Date,or(ii)such earlier date as agreed to in writing by PES Quote. Certain amounts set forth in the Quote,such as applicable taxes, and Customer. duties,and shipping and handling lees for PES Materials,are estimates and S, The "Term" shall begin on the Effective Date and continue until this may be subject to final pricing at the time of delivery If applicable to Agreement is terminated or not renewed by eitherparty in accordance with Customer's business. Customer may provide PES with a tax exemption Section 7 below, certificate t "lJser-means any individual that is an employee of or is or works for a b, Pa_yrnem. In the case of PES Apps. Fees shall be due in full on the contractor of Customer and that uses PES Offerings, whether authorized Subscription Start Date and each anniversary thereof. In the case of by Customer to do so or not Courses,payment must be made IN FULL at least twenty-tour(24)hours 2. LICENSE. prior to the course start time In all other cases,Fees are due within thirty a Subject to the terms of this Agreement,beginning on the (30) days of invoice. Effective Date and during the Term,PES grants Customer a personal,non- c Swpeivsion ofSgLeiKv,..,, PES may suspend Customer's access to and use of exclusive license to access and use the PIES Offerings.With respect to PES the PES Offerings if Customer fails to timely remit payment or is otherwise Apps,such license shall be in object code form only in material default hereunder Any notices of defauIL'termination and s b Clinical guidelines and related clinical conteritconLarned in suspen ion may be combined the PES Offerings must be approved by Customer pursuant to the d, Diseourus.Items or services listed at no charge on a Quote are included as Customization process prior to use in connection with patient care. part of a package discount or a subscription offering, Customer is Between die Effective Date and the Subscription Start Date is a thirty(30) responsible for appropriately allocating the discount extended on package day grace period during which Customer shall complete the Customization pricing when fulfilling any reporting obligations, process. Both PIES and Customer will make reasonable efforts to ensure Jric r�jL �S App�, Fees for PES Apps may increase by up to that Customer is"live"on the PES Apps as quickly,as possible,however, e I,cC _ -(orff in no event will the Subscription Start Date be modified for implementation eight percent(V'o)each year,in the sole discretion of PES Customer will delays due to Customer Customer shall have an ongoing obligation to be notified of any Fee increase at least thirty(30)days prior to the end of monitor and update the Customized OfTerings to ensure consistency with the Initial Tenn or Renewal Tenn,as applicable. Customer's Protocols, as Customer's Protocols min, evolve over time f 1. Blwtor PFS Scrvice�, PES may institute Fee Customer shall submit a written request to PES for prompt revision and increases for PES Materials aneVor PES Services without notice to its 1543 customers Any such Fee increases would not be retroactively applied. during the month for any reason other than Scheduled Downtime (as defined below)or as a result ofthe Permitted Exclusions(as defined below) g _LN, Fees payable to PES are exclusive of all foreign,federal, ([he hours calculated will only include those hours that the such PES Apps state,and local axes,including,without limitation,applicable sales,use, would typically be in use).if any material portion of the total functionality duty, customs, withholding, property, value-added. or similar sales-like of the PES Apps(s)is unavailable for operational use,the PES App(s)will taxes,tax-like charges,fees and liabilities,and credit card processing fees be considered down from the time that Customer notifies PES that a PES (but not including taxes based an PES's income)("Exxes and lFees").all of App(s)is non-functional and the time that such PES App(s)is serviced and which shall be the responsibility of Customer.To the extent permitted by made available for use. A minimum of ninety-nine percent (99%) applicable law, Customer is responsible for and will remit (or will performance is based on the network hardware being operational, reimburse PES upon PESs request)such'Faxes and Fees as may be paid APES App will be not considered down ifthe reason for the unavailability by PFS on Customer's behalf is a result of:(i)Scheduled Downtime or(6)a Permitted Exclusion h A IL)rqpijs iish off4uds,If Customer is a city,county or other government it - , If the SLA is not met in any calendar month (other than as a result of entity, the parties agree that Customer may terminate the PES Apps and Scheduled Downtime or a Permitted Exclusion), PES shall provide FES Services at the end of the Customer's fiscal term for a failure by Customer's governinp body to appropriate sufficient funds to enable Customer,as its sole and exclusive remedy,a credit equal to two percent (2%)of the prorated monthly Fee for the month that the PES App(s)was Customer to acquire the PES Apps and or PES Services for the next fiscal unavailable(the plus an additional one percent year. Notwithstanding the foregoing, this provision shall not excuse (I%)ofthe Prorated Monthly Fee for each one percent(I%)that applicable Customer From past payment obligations or other Fees earned and unpaid Uptime is less than 99%,up to an aggregate maximum credit six percent as of the end of such Customer's fiscal term Moreover.Customer agrees (6%)of the Prorated Monthly Fee, PES shall calculate Uptime arid any to provide PES with reasonable documentation evidencing such non- service level downtime using its system logs and other records, appropriation of funds. i. Blurd Pa Rqy�qj, If a third party pays some or all Fees on behalf of C, If PES determines that it must intentionally My interrupt the PES Apps or that there is a potential for the PES Apps to Customer ("TItiro submit a J10 _Parf�y �bygt), the Third Party Payer must Purchase Order directly.Customer shall immediately pay(and shall remain be interrupted to conduct system maintenance (collectively, 11-10 jointly and severally liable)for payment if the Third party Payer does not (lownwylg"), PES will use good-faith efforts to notify Customer of'such timely pay the Fees Scheduled Downtime at least forty-eight(48)hours in advance,and will use commercially reasonable efforts to ensure that Scheduled Downtime i Uptc Fags.In the event that any Fees are not paid within thirty(30)days of occurs during the hours of 12:00 am to 6:00 a.m. Central Time, when due,such overdue amounts may,in the sole discretion of PES and to d Purr Notwithstanding any other provision of this the extent permitted by applicable law,accrue interest until paid in full at a rate equal to the lesser of(i)one and one-half(1 5%)percent per month, Agreement to the contrary,performance issues resulting from any of the or (ii)the maximum legal rate Customer's payment will not waive or following shall be considered a Lif for purposes of the extend any obligation of Customer to make ongoing payments,as and when SLA: (i)any force majeure or other event caused by factors outside of due PES's reasonable control:(i i)any actions or inactions of Customer or any third parties: (iii) any third party or Customer-provided network, k. Audi) PES ma,, reasonably audit Customer's use of the PES hardware,device or equipment failure; or(,iv)general Internet operations JFRmings and charge Customer higher Fee if Customer's usage includes problems. PES shall only be responsible for hardware and software upon facilities, Users, patient populations, or services beyond the scope which its PES Apps are hosted and its internet service provider up to the cleten-mined in development of the Quote. point its internet service provider connects with the public infemet I St letlient"fl y Customer-provided network hardware support (i.e, fileservers, it�iLuj,±fyirpha�,e Orders, PES and Customer may workstations,hubs,routers,etc)is the responsibility ofCustomer execute and exchange additional or supplemental Quotes and/or Purchase Orders that will be subject to these Terms and Conditions and become part e To receive a credit pursuant to of this Agreement. Section 5(b),Customer must notify PES by email or otherwise in writing 4. DELIVERY. of its request,with receipt confirmation,within thirty(30)days of service interruption. a. App PES shall provide Customer access to PES Apps through a _- R reasonable system of electronic downloads. PES shall grant Customer 6. CUSTOME DATA/PRIVACY. access promptly following completion of the Customization process a. Q 7,hi jlp4J__t tJM;i. Except as provided below,unless it receives _ b PES Mptenals.Delivery dates for PES Materials are not guaranteed In the Customer's prior written consent, PES shall not: (i) access. process, or otherwise use Customer Data: or(h) intentionally grant any third party absence ofshipping instructions from Customer,PES will obtain shipping access to Customer Data. including without limitation. 'PES's other ones on the Customer's behalf and for Customer's account.Delivery shall customers, except PES subcontractors that are subject to a reasonable be FOB PES,point of'shipment,and title and risk of loss shall pass to[lie nondisclosure agreement. As between PES and Customer, all Customer Customer once delivered to Customer's point of shipment.PES will not be Data shall be owned by Customer Notwithstanding the foregoing,PES liable for any loss or damage of any kind due to delays in delivery or non- may use and disclose Customer Data to fulfill its obligations under this delivery resulting from any cause including,but not limited to,acts ol'God, Agreement or as required by applicable law or by proper legal or labor disputes,governmental authority or edict,war,civil unrest,terrorist governmental authority.To the extent that it is not prohibited from doing acts, delays in manufacture, failure of Customer to obtain any required so by law or the terms or such legal or governmental demand,PES shall license or permit,or the inability of PES to obtain goods from its usual give Customer prompt notice of any such legal or governmental demand sources.Any such delay shall not be considered a breach of any obligation and reasonably cooperate with Customer in any effort to seek a protective by PES,arid the delivery dates shall be extended for the length of such order or otherwise to contest such required disclosure, at Customer's delay. expense, 5. SERVICE LEVEL AGREEMENT, b Aqarreoytartxaa),QqW Notwithstanding any provision herein,PES may use. a Hp��Uag,PES shall be responsible for hosting and managing PES Apps. reproduce.license,or otherwise exploit knonymized Data,provided that b- tr n g e Term,PES Anonymized Data does not contain and is not PHI(as defined in the Health 6t gjVqt.For each calendar month dorm the T Insurance Portability and Accountability Act or t996 and its related shall use commercially reasonable efforts to ensure that the PES Apps as each may be amended)regulations,accessed by Customer via SaaS will maintain a level of uptime equal to or aaC_atLd' means -nine percent(99%)(the"S N, j_eL%1tvg11i it"or Customer Data with PHI and the names and addresses of Customer and its better than ninety � _vL --er-tc "SLA"),"Uptime"will be calculated using the following formula:Uptime Users removed. =(T--FNF)x 100/1-where"1"'is the total number of hours that the PES 7. TERM;TERMINATION. App(s)is typically used per month(determined by multiplying the number a Renewal Uponr4i*, got of Fees Thirty(30)days prior to each anniversary of hours per day that the PES App(s)is typically used by the number of of the Subscription Start Date,PES shall invoice Customer for Fees for the days per week that the PES App(s)is typically used,and multiplying the next twelve(12)month period Payment of such Fees by Customer shall result by 4-5 weeks in a month),and-'TNFis the number ofhours the PES constitute a renewal of this Agreement for an additional twelve(12)month App(s)or any component of the PES App(s)licensed by Customer under Renewal Tenn,during which time this Agreement may only he tenninated the applicable Purchase Order is not functional or otherwise unavailable 2 1544 either(i)by mutual agreement ofthe parties,or(ii)for Cause pursuant to EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES RELATED Section 7(c)below THEREI-0,INCLUDING BUT NOT LIMITED TO,WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A b, Customer may elect not to pay Fees fora Renewal Tenn,in PARTICULAR PURPOSE,AND OTHERWISE which event this Agreement and Customer's access to the PES Apps shall terminate at the end of the Initial Term or Renewal Term then in effect. b pj!sc�tA rrgsrdr,rpg, ILg&1tfrgy.Customer acknowledges that accessing PES may elect not to renew this Agreement for a Renewal Term by data online involves risks of unavailability of information and Customer assumes such risks. Customer has sole responsibility for obtaining, providing Customer with at least thirty(30)days advance written notice, maintaining and securing its connections to the Internet, PES makes no in which event this Agreement and Customer's access to the PIES Apps representations to Customer regarding the reliability, performance or shall terminate at the end of the Initial Tenn or Renewal Tenn then in security of any network or pro%ider PES cannot control the flow ofdata to effect, or from its network and other portions ofthe internet as such flow depends, C, I ernimation Rit Cause. Either party may terminate this Agreement, and in large part,on the performance ofintemet service providers or third panics Customer's use ofthe PES Offerings,for"Cause"in the event that: At times,actions or inactions of such third parties may impair or disrupt i Either party breaches a material provision of this Agreement(which Customer's connections to the intemet(or portions thereof) Accordingly, shall include non-payment of Fees) and such breach is not cured PES disclaims any and all liability resulting From or related in any way to within 30 days after written notice is provided to the broaching party- any unavailability of a PES App, including as a result of Scheduled Customer's access to the PES Offerings may be suspended during Downtime or a Permitted Exclusion,and Customer acknowledges that its the 30-day cure period if'the breach would cause potential damage sole remedies in any such event are as set forth in Section 5(b), For these to PES or otherwise renders Customer's continued use thereof unsafe; reasons, Customer further agrees to instruct its Users and all medical personnel to have hard copies of Customer's Protocols and the PES ii, Either party files a petition in bankruptcy, whether voluntary or Materials or.other backup options immediately available at all times in case involuntary,or an assignment for the benefit of'creditors, in which access to the PES Apps is interrupted or otherwise becomes unavailable event termination shall be effective immediately;or ,.11 P _ ('l1nicaICyrqcnt iii Customer breaches or threatens to breach any ofthe provisions of(A) i PES makes no representations or warranties with respect to the Section 2(d) with respect to exclusions to Customer's license clinical content contained in the PES Offerings and in the Customized hereunder;or(B)Section W regarding confidentiality, Termination Offerings approved by Customer pursuant to this Section 7(c)(hi) shall be inimediate upon written notice by PES, 6 Clinical guidelines and related clinical content contained in the PES d Purchasee OEJ,L�' Offerings must be approved by Customer pursuant to the Al CKII After the Effective Date,Purchase .0 WJ Customization process prior to use in connection with patient care Orders may not be cancelled,changed,suspended or deferred without the Customer shall have an ongoing obligation to monitor and update the express,written consent of PES,Customer agrees to pay all Fees and costs Customized Offerings to ensure consistency with Customer's associated with any cancellation, change, suspension Or deferral of a Protocols,as Customer's Protocols rnav evolve over time Customer Purchase Order including, without limitation, for PES's Customization work and PES's efforts to mitigate damages, If PES agrees to allovk shall submit a written request to PES for prompt revision and updating cancellation ofa Purchase Order,then this Agreement shall terminate as of of the Customized OtTerings when Customer or its medical staff, the date of such mutual agreement, otherwise, this Agreement and employees and/or contractors make modifications to Customer's Customer's obligation to pay Fees shall continue for the remainder of the Protocols Term, in Customer hereby acknowledges that the Customized Offerings are not c Returns.PES Materials may be retumed for a refund within thin),(30)days a substitute for the judgment of licensed medical professionals The Customized Offerings are tools that may assist medical professionals of the delivery date; provided. that returned PES Materials will not be in the delivery of care to patients All medical judgments are reserved accepted if they have been used or are not in good condition Customized to licensed clinicians Failure to render care consistent with PIES Offerings arc non-refundable If accepted,returned PES Materials are recognized standards of care may result in injury to the patient, subject to a lifteen percent(Ifi%)restocking fee Return shipping fees are Customer's responsibility. If Customer desires to return PES Materials, iv Customer must detemnine for itself whether the PES Offerings will Customer must first call PES Customer Service at 866.867.3192 and obtain meet its needs,and PES makes no representations or warranties in that a Return Goods Authorization Number (RGA#) Customer must then regard repackage PES Materials and mail them to Pediatric Emergency Standards, 11). CONFIDENTIALITY, Inc., 11870 State Road 84,Suite C5,Davie,Florida 33325 PES Materials that are returned without prior authorization will be refused,and the carrier a Cont'ittential In jrrnatjl'p. For purposes of this Agreement, the tem) will charge Customer freight in both directions If PES accepts returned means!(i)any non-public information of PES items and issues a refund pursuant to this Section,then this Agreement or Customer including,without limitation,information regarding the PES shall terminate as of'such refund date Offerings, information relating to current and planned products and f. Upon any termination of this Agreement pursuant services of PES and its technology, techniques, know-how, research. to this Section 7,Customer's license to use and access to the PES Offerings engineering, designs, finances, accounts, procurement requirements, will immediately cease and all Fees due hereunder shall be immediately manufacturing,customer lists,business forecasts and marketing plans;(it) due and payable;provided,however,that,in the event Customertenninates PES's security controls,policies,procedures,audits,or other information this Agreement pursuant to Section 7(c)(i)as a result ofan uncured breach concerning PES's internal security posture; (ni) patient information by PES or pursuant to Section 7(c)(ii)in the event PES Files a petition in obtained by Customer;(iv)any other information ofa party that is disclosed bankruptcy or ma k e s an assignment for the benefit of creditors,then in writing and is conspicuously designated as"Confidential"at the time of Customer shall be relieved of any further obligation to pay Fees and PES disclosure or that is disclosed orally v and is identified as,"Confidential"at shall refund to Customer prorated Fees already paid by Customer for the the time of disclosure; and (v) this Agreement, including the Quote remainder of,the Term The applicability of certain provisions in this Notwithstanding the foregoing,Confidential Information does not include Agreement shall survive termination as set forth in Section 18(e)below information that: (A) is in the other party's possession at the time of disclosure;(B)is independently developed without use of or reference to 8. SERVICE AND REPAIRS. Updates to the PES Apps shall be made Confidential Information; (C) becomes known publicly,before or after available to Customer at no additional charge All service and,or repairs disclosure,other than as a result ofa party's improper action or inaction: are performed wholly or in part at the discretion of PES, PES Materials (D) is approved for release in writing by the disclosing party: or(E)is damaged in delivery will be replaced at no cost to die Customer Damage required to be disclosed by law, caused by wear and tear,abuse or accident is at the expense of Customer, b Nltmn i,closure,The parties shall not use Confidential Information for any The remedies provided herein are exclusive _ d� purpose other than to fulfill their respective obligations under this 9. DISCLAIMERS. Agreement. Each party:(i)shall ensure that its employees or contractors a, pjisglairner of Warranties EXCEPT AS PROVIDED HEREIN,T14E PES arc bound by confidentiality obligations no less restrictive than those contained herein;and(6)slia I I not disclose Confidentia I Informationniany OFFERINGS ARE PROVIDED ON AN "AS IS" BASIS, AND PES third party without prior written consent from the disclosing party Without 3 1545 limiting the generality of the foregoing, the receiving party shall protect right,at its option,to participate in the settlement or defense of any such Confidential Information with the same degree of care it uses to protect its Claim,with its own counsel and at its own expense;provided,however, own confidential information ofsirnilar nature and importance.but with no that the Indemnifying Party will have the tight to control such settlement less than reasonable care, A receiving party shall promptly notify the or defense.The Indemnifying Party will not enter into any settlement that op obligation on the Indemnified Party without the disclosing party of any misuse or misappropriation of Confidentialim imposes any liability or Information of which if becomes aware hidentrinfied Pany's prior written consent 'the parties will cooperate in any settlement or defense and give each other full access to at] relevant e Injul1 3jLqy Customer agrees that breach of this Section would cause PES information,at the Indemnifying Party's expense irreparable injury, for which monetary damages would not provide 12� GOVERNMENT REGULATIONS. Each party agrees to comply With adequate compensation.In such instance,PES will be entitled to injunctive reliefagainst such breach or threatened breach,without PES proving actual all applicable import,export and anti-corruption statutes and regulations of damages or posting a bond or other security, provided that if a judge the United States in connection with the manufacture,sale and distribution determines that a bond is required, the parties agree that One Thousand of the PES Offerings including, without limitation. the Foreign Corrupt Dollars(S 1,000)shall be a reasonable bond. Practices Act,Each party agrees to indemnify and hold harmless the other from all claims,demands,damages,costs,fines,penalties,attorneys'fees d OJI IALk� Josurg_ PES acknowledges and all other expenses arising from a party's failure to comply with this that Customer may be required to disclose certain Confidential Information Section and or applicable laws,rules an(Vor regulations governing the PES if mandated by court order or, in the case of a Customer that is a Offerings governmental entity,pursuant to applicable open records laws or lawful 13. LIMITATION OF LIABILITY. public records requests. At such time as Customer becomes aware that it may be required to disclose Confidential Information. it agrees to (i) a, LIMITATION_ OF DANIAGES. UNDER NO CIRCUMSTANCES provide PES with prompt written notice in order to allow PES to protect its SHALL PES ORCUSTOMER BE LIABLE FOR ANY Confidential information, object to the disclosure, andior to seek a CONSEQUENTIAL, INDIRECT, SPECIAL. PUNITIVE OR protective order.and(ii)cooperate with PES in such efforts,In addition to INCIDENTAL DAMAGES, INCLUDING CLAIMS FOR DAMAGES the obligations of this Section with respect to Confidential Information FOR LOST PROFITS,GOODW ILL,USE OF MONEY,INTERRUPTED generally,Customer agrees to provide additional protection to PES source OR IMPAIRED USE OF THE PES OFFERINGS, AVAILABILITY OF code information pursuant to Section I O(e)below. DATA, STOPPAGE OF WORK, OR IMPAIRMENT OF OTHER e. 5gqEce Code.THE SOURCE CODE FOR THE PES APPS SHALL BE ASSETS CONSIDERED HIGHLY CONFIDENTIAL INFORMATION UNDER b t,lb,!!rATION.._()I�,,I,,IA3[Lil-Y, PES'S MAXIMUM LIABILITY FOR THIS AGREEMENT AND MAY NOT, UNDER ANY ALL CLAIMS OF LIABILITY ARISING OUT OF OR IN CIRCUMSTANCE,BE DISCLOSED BY CUSTOMER TO ANY THIRD CONNECTION WITH THIS AGREEMENT EXCEPT AS PROVIDED PARTY EXCEPT PURSUANT TO A VALID COURT ORDER. IN PARAGRAPH I I `'INFRINGEMENT", SHALL NOT EXCEED Immediately upon Lerintriation ol'this FIVE (5) TIMES THE FEES PAID BY OR ON BEHALF OF Agreement or upon request, each party agrees to promptly return all CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM. Confidential Information arid copies thereof belonging to the other party If Customer is a governmental entity and required to retain certain C insurance.Each party shall be responsible to carry insurance in appropriate Confidential Information after termination of this Agreement, their amounts to cover the activities conducted by it under this Agreement Upon Customer-shall retain only that portion of the Confidential Information that written request, PES agrees to provide Customer with evidence of its it is strictly required to retain under applicable law, return all other insurance coverages, information to PES,and execute a remonahle non-disclosure agreement in 14. DISPUTE RESOLUTION. connection with the retained Confidential Information. 11. INFRINGEMENT. a, ijilii4ation c4 Neittn. Except for claims arising from Customer's non- payment or underpayment of amounts owed to PIES, any and all claims a ll'knhingenic arising out afar related to this Agreement shall be barred,unless instituted Lni. PES shall defend and indemnify Customer from any damages, costs, liabilities, expenses (including reasonable and actual either(i)iNjtlihn tivo 2 years from the date that the complaining pall), attorney's fees)actually incurred or finally adjudicated as to any third party Im",or should have known of the facts givuig rise to a claim,or(ii)the claim or action alleging that the PES Apps infringe or misappropriate any applicable Florida statute of limitations,whichever is shorter, third paM's patent.copyright, trade secret or other intellectual property fi� Governin .Law, This Agreement and any claim or controversy arising rights enforceable in the applicable jurisdiction(each a"Claim") .- --g--- hereunder (whether in contract, tort, or otherwise, including statutory, b, It'1x,Csptciq , 11'any PES Offering becomes,or in PES's opinion is likeiN, consumer protection,or common law)shall be governed by the laws ofthc to become,the subject of an infringement or misappropriation claim,PES State of Florida.without regard to conflicts of law The UN Convention for may,at its option and expense,either(I)procure for Customer the right to the International Sale of Goods and the Uniform Computer Information continue using such PES Offering;(it)replace or modify the PES Offering Transactions Act will not apply In any dispute,each party will bear its own so that it becomes non-infringing;or(m)terminate Customer's right to use attorneys'fees and costs. the PES Offering and issue Customer a refund for any Fees for periods after C, N imion. In the event of any dispute,claim or disagreement arising our such termination Notwithstanding the foregoing, PES will have no _t obligation or otherwise with respect to any infringement or of or relating to this Agreement,the parties shall first submit Elie dispute, misappropriation claim based upon: (A)any use of the PES Antis riot in claim or disagreement to non-binding mediation administered by the accordance with this Agreement or for purposes not intended by PES,(B) American Arbitration Association (the "AAA-) in accordance with its any use of die PES Offerings in combination with other products. Commercial Mediation Procedures The place of'mediation shall be Fon equipment,software,or data not supplied or authorized by PES,(C)any Lauderdale, Broward County, Florida.The mediation shall be conducted use oFany release oftlie PES Apps other than the most current release rnade by one H)mediator selected in accordance with AAA rules, unless the available to Customer at no additional charge;or(D)any modification of parties otherwise mutually agree to a panel of'three(3)mediators. a PES Offering made by any person other than PES or an authorized it t,ntdwed¢I Arlhhratiow If the dispute,claim or disagreement is not resolved representative or agent thereof.In any such case Customer will defend PES Within sixty(60)days after the initial mediation meeting,then either party from any such claim against PES may submit the dispute, claim or disagreement to binding arbitration C, 5gf JjI Liabdily This Section is PUS's sole obligation and liability-and administered by the AAA in accordance with the provisions of its Customers sole remedy, for potential or actual intellectual property Corturiercial Arbitration Rules and, except as provided in Section 14(c) infringement relating to the PES Offerings below,such arbitration shall be the sole means of dispute resolution,The place ofarbitration shall be Fort LaudeTC18le,Broward County.Florida.The d I'lie party seeking indemnification(the arbitration shall be conducted by one(I)arbitrator selected in accordance MUSt give prompt written notice of such Claim to the other party (the with the AAA rules,unless the parties otherwise mutually agree to a panel accompanied by copies of an} written of three(3)arbitrators documentation regarding the Claim received by the Indemnified Party,The Indemnifying Party shall compromise or defend,at its own expense and e hrjupplpNotwithstanding anything in this Agreement to the contrary. with its own counsel.any such Claim The Indemnified Party will have the each party shall be entitled to seek injunctive or other equitable relief without first submitting the matter no mediation or arbitration in accordance 4 1546 with the provisions of this Section 14,even if a similar or related matter g 1:ign:ai qfys, Electronic signatures on any portion of this Agreement (or has already been referred to mediation or arbitration in accordance with the copies of signatures sent via electronic means) are the equivalent of terms of this Section 14 Venue[or any action permitted to be brought in handwritten signatures and are fully enforceable. courtunder this Section shall be the appropriate state and federal courts located in Fort Lauderdale,Broward County,Florida IS. SEVERABILITY. If provision of this Agreement is held to be invalid or otherwise unenforceable,such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law,and the remaining provisions of this Agreement will continue in full three and effect 16, NOTICE.Notices provided under this Agreement must be in writing and delivered to PES's or Customer's principal place of business as forth in the Purchase Order an(kor Quote by: (a) certified mail, reiaini receipt requested;(b)hand delivery;(c)e-mail with a confirmed read receipt;or (d)reputable overnight carrier service, In the case of delivery by e-mail, the notice must be followed by a copy of the notice being delivered by a means provided in(a),(b)or(d),The notice will be deemed given on the day the notice is received by the part)-receiving such notice, 17. DESIGN CHANGES. Except as otherwise agreed expressly in writing, PIS may at any time furnish improvements to a product's design and/or construction FES may also furnish suitable substitutes for materials that are unobtainable because of priorities or regulations established by govLmnrwroal authorities or the non-availability ol'products from suppliers 18. MISCELLANEOUS a 'vlei er CkL,5 la In entering into this Agreement,neither party is relying 6_ upon any representations or statements of the other that are not fully expressed herein or therein: rather each party is relying on IN own judgment and due diligence and expressly disclaims reliance upon any representations or statement not expressly set forth in this Agreement. In the event Customer issues User instructions, internal memoranda,or any other document addressing any of the PES Offerings, it is hereby specifically agreed and understood that such writing is for the Customer's internal purposes only, and that any terms, provisions, and conditions contained therein shall in no way modify this Agreement. b 1% qp�vS,,,1" Neither party may assign.subcontract,delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder, nor may it contract with third parties to perforin any of its obligations hereunder except as contemplated in this Agreement,without the other party's prior v,ruten consent,C\CepL that either pats} maN,without the prior consent of the other,assign all its rights under this Agreement to 6)a purchaser of all or substantially all of its assets,or(ii)a third party participating in a merger, acquisition, sale of assets or other corporate reorganization in which either party is participating (collectively, a , ( i Provided however, that the non-assigning party is _ _0 - __ given notice of the Change in Control and the assignee is not a competitor of the non-assigning parry hereunder c No delay.failure,or default other than a failure to pay Fees when due.will constitute a breach ofthis Agreement to the extent caused by acts of war,terrorism,hurricanes,earthquakes,other acts of God or of nature,strikes or other labor disputes,rints or other acts of civil disorder, embargoes, or other causes beyond the performing parry's reasonable control (collectively. 1-_r2rjx�kJujtvttrpv"), In such event, hohscver, the delayed party must promptly provide the other party notice of the Force Majeure The delayed parry's time for performance will be excused for the duration of the Force Majeure,but if the Force Majeure event lasts longer than thirty (30) days, the other pan), may immediately icirrunare any unfulfilled Purchase Order. d NV 6%er -party will be deemed to have waived any of its _kiLti Neither rights under this Agreement,unless it is an explicit written waiver made by an authorized representative No waiver ofa breach will constitute a waiver of any other breach e Survival of Terns Unless otherwise stated, all of PLS's and Customer's respective obligations representations and warranties under this Agreement which are not.by the express their terms,fully to be performed during the Term shall survive the termination of this Agreement. Without limiting the foregoing,the provisions or-rerms and Conditions Sections 2(d),6,9, 10, 13,and 14 shall survive any termination of this Agreement C Atnliontv An individual executing or delivering a Quote or a Purchase Order hereunder acknowledges that he or she has the authority to act on behalf'offlhe Customer or FES,as the case may be,and bind such party to the terms hereof 1547 -*"* PEDIEME-01 CATHRYNIMI ,_ CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY)3/10/2025 MTHIS 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). c niVlc Me PRODUCER 'N�ACT� r ..... �rat�l"y, ... ®„ .. „n., .r ,... . . .. NFP Property&Casualty Services,Inc. PHONE 500 West Madison Street Y.( 870n(AIC Na,Ext 837 424 2 r Nor Qg37)224 1525 Chi aFloor IL 60661 ADRRI cakltryn mlller w,e I E rJUAIL �nfp com 9 INSURERLSI AFFORDING COVERAGE _. 1 NAIC# �_INSURERA•Landmark American Insurance Comipany .......33138 INSURED INSURER„B Travelers,IndemnitywCompany of America 25666 .. Pediatric Emergency Standards INSURER C Underwriters Llo,ds London 7 Y w Dn ---- -- 3272 ...... 11870 State Road 84,Suite C4&C5 INSURER D: Davie,FL 33325 _..... .. - ............ ............._ ........... . ........ 1.___.__..___............................ INSURER : INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRADDLSUBR� 1 POLICY EFF POLICYEXP LTRTYPE OF INSURANCE POLICY NUMBER ; LIMITS A X I COMMERCIAL GENERAL LIABILITY 1 f 1,000000 EACH OCCI RRENCE_ -_ S ___ X CLAIMS-MADE OCCUR )LHC865121 3/1/2025 3/1/2026 ' ------------- DAMAGE TO RENTED $ 50 000 -- X PREMISES(Eki 7Gu aft 9 5 000 „_,_ „-,,, --, _ 1 ED EXP(Any one p ff'rn 1 S MrRsnNAL a ADv INJURY s 000 000 �.,_ i ,BEN L AGGREGATE LIMIT APPLIES PER: GENERAL A (RELATE $ 3,000,000 . PEX w�LtlOw' T LOC PRODUCTS AGG �$ 1..000,000 OTHER A AUTOMOBILE LIABILITY ... .._ (BODIIp.Y COMBINDURYGPerLE Ll erT ._.. 7,,,000 OOO ANY AUTO 1 {LHC865121 3/1/2025 1 3/1/2026 d _p_son OWNED -a SCHEDULED = 1 AUTOS ONLY AUTOS 60DILY INJURY(Per accidenfl 5 X � X� P . AUTOS ONLY AUTO ONLY RT'JPERT DAMAS E HIRED .NON-QSWNED _Per aic�.adercul). � 1 _ Is I I UMBRELLA LIAB OCCUR J EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE I AGGREGATE � S I DED =RETENTION$ f g B WORKERS COMPENSATION I PER OTH I AND EMPLOYERS'LIABILITY J -- STATUTE � X L ER I -- UB6K872676 3/1/2025 3/1/2026 1,000 000 ANY OFFICER/MEMBER EXCLUDED? :L EACH ACCIDENT $ i(Mandatory in H)PARTNER/EXECUTIVE Y NIA ,�L DISEASE .E!±EMPLOVEE� S,, 1'000 000 � E If yes descnbe under -- DESCRIPTION OF OPERATIONS below E L..DISEASE-POLICY LIMIT $ C E&O/Professional Lia !APT1224825 2/28/2025 2/28/2026 Aggregate 3,000,000 C ,Tech/Media Prof Liab lAPT1224825 2/28/2025 2/28/2026 Aggregate 1,000,000 i DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) MemberlOwner's Excluded:Allison Antevy Monroe County Board of County Commission is named Additional insured as respects to General Liability so long as a written contract or agreement to such exists with the named insured prior to Imo« APPROVED BY RISK MANAGEMENT 04.28.25 DATE.......................... .. ........ CERTIFICATE HOLDER CANCELLATION WAIVER N/AX YES SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County Board Of County Commission THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty ty ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street Key West,FL 33040 ......•••••• AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 1548 Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT,SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with- Life Eztensi.,Clinics,Inc dba Life Scan Wellness Centers-. Con tract 9 Effective Date: Upon signature(no later than 05.28.2025) Expiration Date: 0527.2020'' Contract Purpose/Description: Annual physical examinations from Life Extension Clinics, Inc.for Monroe County Fire Rescue personnel in accordance i with NFPA 1582.The fee for each physical exam is$524.80 for a total contract cost not to exceed$100,000.00 The County will be billed as-used per the unit cost listed in"Composite Exhibit B" the projected expenses for this year are�belowi $100,000 based on last year's usage;This Agreement can be extended for up to three(3)successive one(1)year periods. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Cheri Tamborski ' 305.289.6088 M FR/Stop 14A 141 11500 148 12000 101 11001 148 14000 CONTRACT COSTS 404 63100 Total Dollar Value of Contract: $ up to 100,000.00 Current Year Portion: $ up to 100,000.00 (must be$100,000.00 or less) ; (If multiyear agreement then requires BOCC approval,unless the iowl aini Jilin v 4111it unl is slflQl Q1Q1Ql.Q1Q1 or lw�kk). Budgeted? Yesv No� Grant: $N/A County Match: $ N/A Fund/Cost Center/Spend Category: See above funds/cost centers to be charged based upon participation ADDITIONAL COSTS Estimate.? Ongoing !'costs: $TBD/yr For: Renewable(3 more 1-yr terms,subject to BOCC approval for dollar threshold) (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES 0 NO ❑ CONTRACT REVIEW Reviewer Date In Department Head Signature: R.L. Colina Digitally 20250523ned yR.L.32-0 Date'.2025.05.23 11'.OB'.32-04'00' Eve M. Lewis Digitally signed by Eve M Lewis County Attorney Signature: Date.2025.052311.49.19-04'00' Jaclyn Flatt Digitally signed by Jaclyn Flatt Risk Management Signature: Date.2025.052712.18'.05-04'00' Purchasing Signature: Lisa Abreu Digitally 20250527ned yLisa Abreu Date'.2025.05.27 13'.37'.01-04'00' John Quinn Digitally signed by John Quinn OMB Signature: Date'.2025.05.27 14'.00'.30-04'00' Comments: Revised BOCC 4/19/2023 Page 84 of 105 1549 AGREEMENT between MONROE COUNTY, FL and LIFE EXTENSION CLINICS, INC. d/b/a LIFE SCAN WELLNESS CENTERS for Annual Firefighter Physical Examinations THIS AGREEMENT is made and entered into this ,of PK 2021:_, by and between the Monroe County, Florida, a political subdivision of the State of Florida, with principal offices located at I100 Simonton Street, Key West, FL 33040 (the "County") and Life Extension Clinics, Inc. d/b/a Life Scan Wellness Centers, a Florida corporation with principal offices located at 1011 North MacDill Avenue, Tampa, Florida 33607 (the "Contractor")to provide annual physical examinations. Now therefore,in exchange for good and sufficient consideration,the parties hereby agree to the following terms and conditions: 1) The Contract Documents The contract documents consist of this Agreement, the Scope of Services, attached and incorporated herein as"Exhibit A,"and the Quote and Scheduling Form for said services, attached and incorporated herein as "Composite Exhibit B." In the event of a conflict between the aforementioned documents,any duly executed amendment to this Agreement will control, followed by"Exhibit A,"then"Composite Exhibit B,"in that order. 2) The Work/Services The Contractor must perform all work for the County required by this Agreement, and as set forth below: a) Contractor will furnish all labor, materials, and equipment necessary as indicated in"Exhibit A"and"Composite Exhibit B." b) Contractor must supervise the work force to ensure that all workers conduct themselves and perform their work in a safe and professional manner. c) Contractor must comply with any and all Federal, State, and local laws and regulations now in effect,or hereinafter enacted during the tern of this Agreement, which are applicable to the Contractor, its employees, agents or subcontractors, if any, with respect to the work and services described herein. Contractor shall maintain throughout the term of this Agreement,appropriate licenses. 3) Contract Amount Contractor will perform contract requirements with pricing and ordering pursuant to "Composite Exhibit B,"attached hereto and incorporated herein.Payment of an undisputed invoice submitted by the Contractor will be processed within 30 business days after being stamped as received, or otherwise as provided in accordance with the Florida Prompt Payment Act,Section 218.735,Fla.Stat.,as amended.County is exempt from payment of Florida State Sales and Use taxes. Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is Contractor authorized to use the County's Tax Exemption Number in securing such materials.Contractor shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this Agreement. Additionally, the Contractor is to submit to the County invoices with supporting Page i of 13 1550 documentation that are acceptable to the Monroe County Office of Clerk and Comptroller (County Clerk). Acceptability to the County Clerk is based upon generally accepted accounting principles and such laws,rules and regulations as may govern the disbursal of funds by the County Clerk. 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 contract period commences as of the date written on the first page of this Agreement, but no later than May 28,2025 and will expire on May 27,2026.The initial contract period is for one (1)year("Initial Term"). A renewal of this Agreement may be accomplished in one(1)year intervals by the County Administrator exercising her administrative approval authority vested pursuant to the Monroe County Purchasing Policy,so long as all renewals are made expressly subject to the same terms and conditions as provided herein. This Agreement may be extended for up to three (3) successive one (1) year periods (each a "Renewal Term"). Notwithstanding the above—any renewal authorized a mi i trativel must not g2gledthe total v lue of$100,000.00 without the prior formal a roval of the Monroe County Board of County Commissioners. As used herein the "total value" is calculated by adding the value of each administratively roved renewal plus any value- added amendments after the Monroe Count Board of Coun Commissioners" most recent formal 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, 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. The Contractor will retain sole and absolute discretion in the judgment of the manner and means of carrying out Contractor's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement will be those of Contractor, which policies of Contractor will not conflict with County, State,or United States policies, rules or regulations relating to the use of Contractor's funds provided for herein. The Contractor agrees that it is a separate and independent enterprise from the County, that it had full opportunity to find other business, that it has made its own investment in its business,and that it will utilize a high level of skill necessary to perform the work. This Agreement must not be construed as creating any joint employment relationship between the Contractor and the County and the County will not be liable for any obligation incurred by Contractor, including but not limited to unpaid minimum wages and/or overtime premiums. 7) Assignment and Subcontracting Contractor must not transfer or assign the performance required by this Agreement without the prior written consent of the Board of County Commissioners. This Agreement,or any portion thereof,must not be subcontracted without the prior written consent of the County Page 2 of 13 1551 nor may the Contractor assign any monies due or to become due to him or her,without the previous written consent. 8) Termination 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 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 sum due the Contractor under this Agreement prior to termination, unless the cost of completion to the County exceeds the funds remaining in the contract;however,the County reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to Contractor shall not in any event exceed the spending cap in this Agreement. In addition, the County reserves all rights available to 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 thirty(30)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 must agree to comply with the County's written demands regarding cooperation (and any applicable financial responsibilities) for timely data breach incident reporting, response activities/fact- gathering,public and other governmental agency notification requirements, severity level assessment, and after-action reporting, consistent with Sections 282.3185(5) & (6), and 501.171,Fla. Stats.,as amended from time to time. And specifically in the context of data breaches that involve Protected Health Information pursuant to Health Insurance Portability and Accountability Act (HIPAA), Contractor must comply with all requirements of the Health Information Technology for Economic and Clinical Health Act (HITECH); Section 105 of Title I of the Genetic Information Nondiscrimination Act of 2008 (GINA); and 45 C.F.R. Parts 160, 162 and 164 and Final Omnibus Rule eff. March 26, 2013). To ensure safety of personal data, Contractor must comply with the 2016 European Union's General Data Privacy Regulation(GDPR) that became effective in the European Union on May 25,2018,and any more recently revised version thereof.For any system integration between the County's network systems and that of the Contractor, the Contractor hereby agrees to comply with ISO/IEC 27001 for its internal system, at a Page 3 of 13 1552 minimum, and any unique integration requirements of the County's network and information technology systems. 11) Insurance Requirements Prior to commencing services hereunder, Contractor shall obtain and maintain at its own expense the insurance coverages as required by the County's Risk Manager. All insurance requirements provided for in this Agreement shall be subject to annual review. If the insurance policies originally purchased that meet the requirements of the Risk Manager 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 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) 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. Unless a waiver is granted by the County's Risk Manager, 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. Unless a waiver is granted by the County's Risk Manager "MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, 1100 SIMONTON STREET, KEY WEST, FLORIDA 33040" MUST BE NAMED AS ADDITIONAL INSURED AND CERTIFICATE HOLDER ON ALL POLICIES EXCEPT WORKER'S COMPENSATION. In the event that the Contractor subcontracts any or all of the work in 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 one percent (1%) of the total compensation paid to Contractor for the work or services under this Agreement constitutes specific consideration to Contractor for the indemnification to be provided under the Agreement. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement,the Contractor shall defend, indemnify,and hold the County,and the County's elected and appointed officers and employees,harmless from and against any claims, actions or causes of action, any litigation, administrative proceedings,appellate proceedings,or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption,and any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with:(A)any activity of the Contractor or any of its employees,agents,contractors or other invitees during the term of this Agreement; (B) the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of the Contractor or any of its employees,agents,sub-contractors or other Page 4 of 13 1553 invitees; or(C)the Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees,agents,contractors or invitees(other than the Contractor). b) In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance,the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. Should any claims be asserted against the County by virtue of any deficiency or ambiguity in specifications provided by or to the Contractor, the Contractor agrees and warrants that the Contractor shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf. c) Nothing contained herein is intended,nor may it be construed, to waive County's rights and immunities under the common law or Section 768.28, Florida Statutes, as amended from time to time; nor will anything included herein be construed as consent to be sued by any third parties in any matter arising out of this Agreement. This section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. 13) No Personal Liability No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member,officer,agent or employee of County in his or her individual capacity,and no member, officer, agent or employee of County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 14) 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." 15) 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 sec.2-347(1)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. Page 5 of 13 1554 16) Prohibition on Conflict of Interest,Gratuities,Kickbacks,and Collusion The statements contained in this paragraph are true and correct, and made with the full knowledge that Monroe County relies upon the truth of the statements contained herein in awarding the contract for this Project. a) Conflict of Interest.Contractor covenants that it presently has no interest and will not acquire any interest that would conflict in any manner or degree with the performance of services required. Each party hereto covenants that there is no conflict of interest or any other prohibited relationship between the County and itself. b) Gratuities.Contractor hereby certifies that it has not offered,given,or agreed to give any Monroe County employee a gratuity, favor, or anything of monetary value in connection with any decision, approval,disapproval, recommendation, preparation of any part of the Project or award of this contract. c) Kickbacks. Contractor certifies that it has not given payment, gratuity, or offer of employment to be made by or on behalf of a Sub-contractor under a contract to Contractor or higher tier sub-contractor or any person associated therewith, as an inducement of the award of a subcontract or order. d) Non-Collusion Statement. By signing this Agreement, Contractor certifies under penalty of perjury that the price proposed by Contractor was arrived at independently without collusion, consultation, or communication for the purpose of restricting competition;and no attempt has been made to induce another person or entity to submit a proposal,or not submit,for the purpose of restricting competition in the award of this Project. e) Contract Clause. The prohibitions on conflict of interest, gratuities, kickbacks, and collusion prescribed in this paragraph must be conspicuously set forth in every contract and subcontract and solicitation initiated by Contractor in its performance of this Agreement. 17) 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. 18) 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. Page 6 of 13 1555 19) 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 Jennifer Conn ft Monroe County Life Scan Wellness Center 1100 Simonton Street,Room 2-205 1011 N Macdill Ave Tampa FL 33607 Key West,FL 33040 EMai.l:.1 nnifer ganol rawu line s,corn And(with copy to) Monroe County Attorney's Office 1111 12th Street, Suite 408 Key West,FL 33040 20) Choice of Law and Venue The parties expressly agree that the only laws that apply to this Agreement are those of the State of Florida and United States of America, without regard to choice of law principals. The parties waive the privilege of venue and agree that all litigation between them in the state courts will take place exclusively in the Sixteenth Judicial Circuit in and for Monroe County, Florida, and that all litigation between them in the federal courts will take place exclusively in the United States District Court in and for the Southern District of Florida, or United States Bankruptcy Court for the Southern District of Florida, whenever applicable. This Agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the Circuit Court of Monroe County,Florida. 21) 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. 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 Page 7 of 13 1556 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. 0 Ensure that public records that are exempt,or confidential and exempt,from public records disclosure are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the County. d) Upon completion of the services within this Agreement,at no cost,either transfer to the County all public records in possession of the Contractor or keep and maintain public records required by the County to perform the services. If the Contractor transfers all public records to the County upon completion of the services,the Contractor must destroy any duplicate public records that are exempt, or confidential and exempt, from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the services, the Contractor must meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of public records, in a format that is compatible with the information technology systems of the County. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE COUNTY'S CUSTODIAN OF PUBLIC RECORDS AT: MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH STREET, SUITE 408,KEY WEST, FL 33040, EMAIL: PUBLICRECORDS MONROECOUNTY- FL.GOV, OR PRONE: 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 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 completion of the contract. Such records must be retained by Contractor for a minimum of five (5) years following the close of the Agreement,or the period required for this particular type of project by the General Records Schedules maintained by the Department of State, whichever is longer. The Contractor agrees to cooperate with the County and agrees to submit to an audit as required by the County,or other authorized representative(s)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 making excerpts or transcriptions. The requirements set forth in this paragraph will survive the termination of this Agreement. Page 8 of 13 1557 24) Public Entity Crimes Statement Pursuant to Section 287.133(2)(a), Florida Statutes, as amended from time to time, Contractor hereby certifies that neither it nor its affiliate(s) have been placed on the convicted vendor list following a conviction for a public entity crime.If placed on that list, Contractor agrees: to immediately notify the County and is prohibited from providing any goods or services to a public entity; it may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; it may not submit bids on leases of real property to a public entity; it may not be 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. 25) 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." 26) 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 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 Page 9 of 13 1558 of this Agreement and may result in administrative sanctions and penalties by the Office of the Attorney General of the State of Florida. LIFE EXTENSION CLINICS, INC. D/BIA LIFE SCAN WELLNESS CENTERS,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: Todd LeDuc Title:CEO May 23,2025 Date: 27) 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. 28) Nondiscrimination The Contractor and County agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Contractor agrees to comply with all Federal and Florida statutes,and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the basis of race, color, religion, sex or national origin; 2)Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex;3)Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of disability; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972(PL 92-255),as amended,relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, Page 10 of 13 1559 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, d national origin,ancestry,sexual orientation, gender identity or expression, familial status or age; 11)The Pregnant Workers Fairness Act(PWFA)pursuant to 42 Us.C.2000gg ct 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. 29) E-Verify Requirements Effective January 1, 2021, public and private employers, contractors and subcontractors must require registration with,and use of the ]E-verify system in order to verify the work, authorization status of all newly hired employees. Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of, a,) All persons employed by Contractor to perform employment duties within Florida during the term of the contract; and b) All persons (including subvendorsfsubconsultant /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 terra of the contract is a condition of the contract with the County• with the By entering into this Agreement, the Contractor becomes obligated igaEligibility,"'eo oplly amended provisions of Section 44&0 5, Florida Statutes, "Employment from time to time.This includes,but is not limited to,utilization of the E-Verify System to verify the 'work authorization status to Contractor tly hired or attesting hla�tlte,subcontractor does and requiring all subcontractors to provide an affidavit not employ,contract with,or subcontract with,an unauthorized alien.Contractor agrees to affidavit for the duration. of this Agreement• Failure to comply maintain a copy of such ination of this agreement as provided in Section with this paragraph will result in the term tor may not be awarded a public 4411.0' 5, Florida Statutes, as amended, and Contrac 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. 30) 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, y em,O 24 through as critical ethnology as part of any system,as such terms are used in 48 CFE its By executing this Agreement,s� not Contrnts and certifies actor such covered ateleeommiomricat�ons applicable subcontractors mu provide or equipment, system, or services �If Contractr any or�s notified of e f work any useed or the County for the or provisions of such entire duration of this Agreement 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 CFI. 52.204-25(d)(2)to County. es 31) Antitrust violations; Denial or Revocation under Sectioneem amended, person o tatut ate Pursuant to Section 287.1.37,Florida statutes,a a blished and who has been placed the antitrust fFlorida iolator vendor list following a convictolectronically n or being helducivilly able updated quarterly by thee State o ) Page 11 of 13 1560 for an antitrust violation may not submit a bid, proposal,or reply for any new contract to or services to a public entity; may not submit a bid,proposal,or reply provide any goods 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 subsme of entering this equently added to that list result reement False certification under this paragraph or beingubse cl in termination of this Agreement, at the option of the County consistent with Section 287.137,'Florida Statutes,as amended.. 32) Merged 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. 33) Interpretation The titles and headings contained in this Agreement are for reference purposes only an personal will not in any way affect the meaning or interpretationthis atheesingular inlcludes the pronouns used in this Agreement include the other gender, and plural,and vice versa,unless the context otherwise requires. Terms such a "herein"s rfto r to this Agreement as a whole and not to any particular sentence, paragraph, ph ec 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. 34) 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. 35) geverability;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-enforcemcnt 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. 36) Signatory Authority Upon request, the Contractor must provide the County with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. 37) Counterparts and Multiple Ori*finals. This Agreement may be executed in multiple originals, and may be executed in Page 12 of 13 1561 counterparts, each of which Is hereby deemed to be an original, but all of which, taken together, constitutes one and the same agrcclllellt. IN WITNESS WHEREOF, County and Contractor have CYCCllted this Agreement as of the date lust written above. CONTRACTOR: Life Extension Clinics, Inc.d/b/a Life Scan Wellness Centers By: s� Siallature... ^ Todd LeDuc CEO Print Name &Title STATE OF FLORIDA COUNTY OF_ l I(L56o l,�A / The foregoing instrument was sworn to/aftirnma)d acknowledged before me by means of P] physical presence or ❑ online notarizatiori,thl 2.� day of QAM 202,5 by , President [or Authority Title] of LIFE EXTENSION C ICS, INC, D/B/A LIFE SCAN WELLNESS CENTERS,a Florida For profit Corporation. I-Ie/She is E z ovally kllo4u'll to 111C/or has produced (type of identification) as identification. C;��11� - �mm KNotarySi-ntt r ofNt�%,A' Public ublic State of Floridanifer L Connellymmission FIH 392884ires 4/30/2027 (Print& Stamp Commissioned Name ofN t� y Public) MONROE COUNTY, FLORIDA: BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY & BOARD OF GOVERNORS, FIRE AND AMBULANCE DISTRICT 1, MONROE COUNTY Digitally,.Ago dbyChOstineHurley y: Christine Hurley Date:2025 t15.21 1733:41-04'00' Christine Hurley, AICP Monroe County Administrator Approved as to legal form & suffiCiency: 11,,J,.0[ vqc,Ad by Eve hi Lewis Eve M. Lewis Oaly 1,.4y5,05o22,5:4205 J. Eve M. Lewis, Assistant County Attorney Pacre 13 Df 1 1562 66EXHIBIT A99 Scope of Services The Life Scan Wellness Program is an integrated medical approach to tfiref ter ex ams diseases that combines an annual physical with potential lifesaving, early detection testing for such as heart disease,stroke,cancer,diabetes,and aneurysms. n Life � � m as the well benefit of ultrasound imaging assessments of the g diet and nutritional analysis, a as cardio-pulmonary testing, extensive laboratory blood profiles, cated state-of-the-art fitness evaluation, and a personalizedhat llness ane the lan. Life foundationcof'virtu lly sophistrevery medical tests identify and analyze specific markers disease, visualizes the health of the internal organs, and heart, and evaluates the function of the vascular system. 1. The medical examination provides invaluable health status assessments of both the individual and department-wide.The medical evaluation is intended to identify whether an individual is physically and mentally abe to perform and essential duties e working without undue risk of harm to self or others, monitor environment of uniformed personnel,detect patterns of disease in the workforce that h t might indicate underlying work-related health concerns, provide ica information on the entire workplace,and inform uniformed personnel of their occupationalal. hazards and health status.This medical evaluation complies with federal,state, pro and local health and safety requirements. The Nurse Practitioner has a thorougal understanding of the public service officer positions including essential job tasks,physic demands, psychosocial stressors, various environmental exposures and the effects of medical conditions on essential job tasks. 2. The ultrasound technician conducts a thorough evaluation'of each patient's internal organ and provides the patient with copies of still images(sonograms t dia bst c apses. the patient's primary physician for further evaluation n oh, �: Ultrasound scanning is a noninvasive, safe and painless method that uses sound waves to create real time images of the inside of intera�aor organs as�resgthatheund scans and public service searching for abnormalities in the major g It also aids officers can adequately perform essential job exposure the fob entails su�h* exposure to track the yearly effects of the environmental ex P to toxic fumes, irritants, particulates, biological hazards, scan�onducted heated gases.The following provides a comprehensive list and description of each by the ultrasound technician at LIFE SCAN Wellness Centers. 3. LIFE SCAN Wellness Center's fitness analysis conducted n top physical colndition to ensure inical Exercise Physiologist makes certain that public safety officers a better on-the-job performance and overall a state of-the-art integrated evaluation, and includes diet and nutritional analysis, personalized wellness plan to create an onulmona officer and firefighter.LCFESCANs cardio-pry customized fitnessrtevaluation ness rprotocols are andards as specifically chosen to meet the current NFP�hensive list and tdecrition off the O ss standards. The following provides a comp assessments conducted.. at L1FE3AN Wellness, e Centers, including descraibed by rthe encePApwl���h. NFPA standards as well as the 14 essentiallob tasks s necessitate the conduction of these assessments. 1563 "COMPOSITE EXHIBIT B" ELI�NESS CEN-rERS �"�. tie ,d ues o " � er1ca Is Heroes Sailing LIFE SCAN WELLNESS CENTERS QUOTE: City&Stater Department", Monroe County Fire Rescue Contact: Cara Johnson 2025 Marathon, FL 33050 Date:05.08.2025 0//I�e %%//// ,/,////c Iw,rlt?u1 +1>�` "li ,� Pubiic Safety Physical Exam(NFF'A 1582 compliant) Included fuVedicaY ccupaYionalPEnvironmental Cuestionnaire Included Comprehensive 1 lands Cn Physical Exarru Included Blood Pressure Pulse fi%' %// r//'f, 'f'p included Vital Signs hlerght vr�reught „ ,��� /%// , �;� f�ii// ARM I eluded �1„/,,,,, Sack Health Evaluation Included Urinalysis included Audiollram Included Titmus occupational Vision Exam Ynoluded Breast Exam with Self-Exam education Irbcluddd Personal Consrrltatron with review of testing results Laboratory Tests: lncludel Comprehensive Metabolic Panel, Blood Chemistry Included Complete Blood Count, Hematology Panel Included Hemoccult Stool Test for Colon Cancer Screening included Total.Lipid Panel Included Thyroid Test TSH Included Glucose included Hemoglobin A1C Included tten PSA(Prostate cancer marker)and Testosterone Included Women'.CA-125 Ultrasound Screenings (Early Detection of Heart Disease and Cancer): Included Echocardio; ram(Heart Ultrasound) included Carotid Art ties Ultrasound Included Aorta and.Aorlic Valve Ultrasounds Included Liver Ultrasound Included Gall Bladder Ultrasound Included Kidneys Ultrasound Included Spleen Ultrasound Included Bladder Ultrasound Included Thyroid Ultrasound included Men:Prostate and Testicular Ultrasounds included women-Ovaries and Uterus Ultrasounds Cardiopulmonary Testing 8&Fitness Eval fNFPA 1583&lAFF WFI) Included Cardiac Stress Test(Treadrnill with 12 lead,sub-maximal) Included EKG,12 Lead 1564 included Spirometry,PFT with OSHA Respirator tvtedic-at Clearance Included Fitness tests for muscular strength&endurance included, V02 Max Ca%c for Aerobic Capacity included Body Weight and Compoifuon Included Personal Fitness Rx $499.80 LIFE SCAN PLtBLfC SAFETY PHYSICAL FOAM BASIC COST Each Mandatory Life can NFPA Proprietary EMR System with L�ha'vaoral Health Assessments $25.00 $624.80 0t,01 Life Scan bl j� nter c;ostper phySiCal t_tne Item Cost OPTIONAL TESTS AVAILABLE $89,76 Chest X-Ray view with radiologist review(included) $89,76 Lumbar X-Ray,2 view with radiologist review $82.62 Hazmat Cholinesterase $82.62 Hazrnat Heavy Metals $42.84 Hepatitis A Titer $66.30 Hepatitis B Screening'Test $42.84 Hepatitis B Titer $66.30 Hepatitis C Screening Test $31.62 HIV Test,Gen 4 $26.52 PPD TB Skin Test $81.60 QuantiFeron Gold TB Blond Test $35.70 Tdap(Tetanus,Diphtheria, Pertussis)Titer $46.92 CS'I-IA Respirator Ivfask Fit Testing(PortaCount $56.10 Drug Screen, I CUP $66.30 Drug Rescreen with con firmafioi, $31.62 ASO $77.52 Nicotne $122.40 CPFT Cardioputmonary Test i// Al/%/%/ a/j / /i $24.48 Phlekaotortaat(Blood Draw)Fee ,lr, / n //r a��/„ ' is ,„ //ii ,,,,�/'!��l'%/i�'�''/�i��%'///%✓G�;l0�l����n�o ,�.'a�%f%//�r `. '�r'avr,Irirnil Jl�/.>rlr'!. IIIIInIrrlUnl 451 dapr(� r p ointments. Pricing subject to annual i rcin is will be billed. on 9 patients per day,45 per week.All scheduled appointments 1565 90 2025 Department Scheduling And Additional Testing Agreement Monroe County Fire Scripts; Schedule&Roster POC Billing&Supply Shipping Address 7280 Overseas Highway Cara.Johnson,,Executive Administrator Marathon,FL 33050 (0)305-289-60104 (C) Life Scan Base Price: $525.00 Johnson-cara@monroecounty-fl.gov Piggyback—Clearwater Fire Fire Chief R.L.Colina invoices POC (0) (C) Name: Col itla-rl c monroecoun Email: X Life Scan On-Site Ou-Site Blood Draw Add ress 56633 Overseas Hwy 8:30am to 11:30am Crawl Key,FL 33050 On-Site Draw Dates Wed,May 28—Fri,May 30 all specimens will be Send 1 centrifuge to be sent to another location where EMS will do blood draws, picked up(courier p/u)at Fire Academy each of the 3 days Members who do not participate in the on-site blood draws will need to bring their script to a local Lab Corp. For accurate results,blood draws need to be performed between 45 days and 10 days prior to scheduled physicals. ""Rein isider,mernbers need to mast 10 hours prior to blood draw* Location for PhysiGca Members: 180 Total Days:20 Station#13 Set-Up: 7:30 am Start: 8:30am 390 Key Deer Blvd Dates of Physicals Big pine Key,FL 33043 Mon,June 9—Fri,June 13 FFD POC Mon,June 16—Fri,June 20 Deputy Chief RL Colina Mon,June 23—Fri,June 27 colina-rl monroecounty-fl.gov Mon,July 7—Fri,July 11 Requirement for Physicals: 3 private rooms(10 x 10 is sufficient),one room needs to have a treadmill with at least a 15%incline. Each room should have a trash can and a small table and two chairs if possible. OUr staff will need to connect to the WiFi to chart findings during the exam.if your WiFi requires a password to gain access,please provide it here. WiFi Password: 1f WiFi is not provided, a$20 fee per day is applicable. .rrzarr z q� 't l wr�a .l o ct of� ys i al are zp� l � � physicals V reloasthedalm prior tzr„ Life Scan Wellness xzs z vu te Irt t M v mit eoiifirriret'i crezrwuzur 111 0['0 da.5 yes T est/Lab Price T' Notes X FFD Send to Cara&Colima X On-Site Draw $2 8 1.80 CLIENT AGREEMENT,, As an authorized representative, I have reviewed and agree to these terms,dates, additional tests,labs,and p4resetatafi;ve ...�-. 1-1 V-C �+w+L Naine and Title Fire Chief R.L. Colina LITE SCAN WEL�LNESS CENTERS vi a Ives o 's heroes 1566 Life Extension Clinics Inc. - Small Contract for Annual PhysicalExaminations—Legal Stamped 5.22.25 Final Audit Report 2025-05-23 Created: 2025-05-23 By: Rebecca Knecht(rbecca.knecht@lifescanwellness.com) Status: Signed Transaction ID: CBJCHBCAABAAXOZnLxJUgowugZnvg2lwuFbalsawzlEk "Life Extension Clinics Inc. - Small Contract for Annual Physical Exam inations—Legal Stamped 5.22.25" History &e Document digitally presigned by Eve M. Lewis(lewis-eve@monroecounty-fl.gov) 2025-05-22-8:42:05 PM GMT Ll Document created by Rebecca Knecht(rebecca.knecht@lifescanwellness.com) 2025-05-23-1:68:47 PM GMT Document emailed to todd.leduc@lifescanwellness.com for signature 2025-05-23-2:01:17 PM GMT Email viewed by todd.leduc@lifescanweliness.com 2025-05-23-2:09:03 PM GMT 6o Signer todd.leduc@lifescanwellness.com entered name at signing as Todd LeDuc 2025-05-23-2:16:40 PM GMT &e Document e-signed by Todd LeDuc(todd.leduc@lifescanwellness.com) Signature Date:2025-05-23-2:16:42 PM GMT-Time Source:server Agreement completed. 2025-05-23-2:16:42 PM GMT Adobe Acrobat Sign 1567 Corporate Resolution for LIFE EXTENSION CLINICS,INC. We,the undersigned,being all of the directors of this Corporation,consent and agree that the following corporate resolution was made on January 10,2025. We do hereby consent to the following decision: Corporate Resolution of Signing Authority Now,therefore,it is resolved,that the Corporation shall: Grant Todd LeDuc, Deputy CEO,Signing Authority to execute Client Contracts,Contract Amendments,and Contract Renewals on behalf of the Corporation. The Officers of this Corporation are hereby authorized to perform the acts to carry out this Resolution. We,the undersigned directors of the Corporation constituting a quorum of the Board,consent and agree to all of the above on this 10 day of January 2025. Director Sig a Printed Name Date heein-Px-dAielehime 1/10/2025 D ct gnature Printed Name Date ,r The Secretary of the Corporation certifies that the above is a true and correct copy of the Resolution that w s duly d at a meeting of the Board of Directors. w, J e -P tri.cia hn,s n V-1012:025 Ncre a ignature Printed Name Date 1568 'N CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) AcoR®- 4% OV1612026 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 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 Cinda Groves O.E.Wilson Insurance,Inc. lairNN EII�727)535-0524 Lp� �ff?7)mj§-98 PO Box 1429 E MAIL clrldw(aroWilDn corn _ _._ _� Largo,FL 33779 ...... ....._I_Fl S AFF R ING COVERAGE NAIL# ... _ jN&RgR a; Admiral Insurance Company 24856 INSURED INSURER 8:, .................................. Life Extension Clinics,lnc.dba Life Scan Wellness Centers INSURER c LS Wellness,PLLC ) 1011 N.MacDill Ave. � 6�.� _ ...............__....� Tama FL 33607 INs RER.F. COVERAGES CERTIFICATE NUMBERLIFEEXT2022 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,. ................... ...............................................�__....._ kNSR ADDL SUER POLICY EFP POLICY EXP LIMITS LTR TYPE OF INSURANCE POLICY NUM iB,ER COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ .�........ —_.............. ......... ... ........................... DAMAGE TO RENTED CLAIMS-MADE OCCUR ..P.,k�.�.(�3.AGG6dL[.2tic.�. $ ............................................ MED EXP�Any oneperso0. $ PERSONAL&ADV INJURY $ OEr:h9 LAl".rGR'..E—aa"�'`�.PE®T APPLIES PER: .ENERAL.A„,(', REATF .... ...., ...., Poucy p� ROQUCTS nUE10P AGG $ OTHER $ AUTOMOBILE LIABILITY COMDIN1",1,-r"I'.NGLE LIMIT $ ANY AUTO BODILY INJURY(Per person) $ k ........... ._ .............. ALL OWNED SCHEDULED AUTOS AUTOS 6rc BODILY INJURY(Per accident) $ NON-OWNED '1 T PROPERTY DAMAGE . $ ... HIREDAUTOS AUTOS (. ',,„-" L3GCW� .. ..................................... UMBRELLA LIAB ,......, OCCUR WOW W EACH OCCURRENCE...... $ EXCESS LIAB CL,gIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION ER OTH- P AND EMPLOYERS'LIABILITY YIN TTUT ANY PROPF&tkOWPAR"TNERIEXECVTV'E E,L EACH ACCIDENT ""....".""_ $ O5FII,ERNME4fiER EXCLUCED ❑ NIA "" (Mandatory In NH) I E..L.DISEASE-EA.EMPLOYEE $ " e�s describe uJrader =. RIPTI{N F IP'F"",RANI N" G w6s E..t DISEASE,POLICY LIMIT $ A Medical Professional Liability X E0000037691-09 05/31/2025 05/31/2026 3,000,000 Aggregate Retroactive Date:5/31/2001 2,000,000 Each Claim DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Medical Professional Liability Additional Coverages: Sexual Abuse $1,000,000 Each Claim/$1,000,000 Aggregate Network Securi &Data Privacy Liabili $1,000,000 Each Claim/$1,000,000 Aggregate CERTIFICATE HOLDER CANCELLATION Monroe County Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1100 Simonton Street ACCORDANCE WITH THE POLICY PROVISIONS. Key West,FL 33040 AUTHORIZED REPRESENTATIVE <SMK> ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 1569 ACORO' CERTIFICATE OF LIABILITY INSURANCE °ATE`M'"'°°"""' 0312812025 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 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 Cinda Groves -NAME.-_—..—_— �....._.� ........ � �. 0.E.Wilson Insurance,Inc. PHONE 727 535-0524 N 727L536„9828 PO Box 1429 zO I . _cindaloewlkson.con Largo,FL 33779 INSURER(S)AFFoRPING coVERAGE....... NAIG# INSURE,R8;Admiral Insurance Company 24856 INSURED INSURER B;... .............. Life Extension Clinics,lnc.dba Life Scan Wellness Centers ICI ) „„„„„„„„„„„„_ LS Wellness,PLLC 1011 N.MacDill Ave. IN UI39R E: Tampa,FL 33607 1 INSURER F COVERAM CERTIFICATE NUMBERLIFEEXT2022 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 LIE TYPE OF INSURANCE ADDL.SU8R POLICY NUMBER POLICY EFF POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED _...... CLAIMS-MADE E]OCCUR PpFnntS S,.I ,gG�er e)m ".............................. _. EXP(8Qy.„an�pe„ra01 PERSONAL&ADV INJURY $ GE.N L AGGaREG.ATE LIMIT APPLIES PER: GENERAL AGGREGATE $ ........ PRO- POLICY _. PRO- LOC PRODUCT -COMPlOPAGG S „ .��� JECT "H m:R. $ AUTOMOBILE LIABILITY COMSMIED SINGtE LIMI'P $ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED tI:aKBWt. AUTOS .AUTOS Cw B mm._ ODILY INJURY(Per accident) $ h, �. _,...�.,.�.. ...... NON-OWNED Y 4 �'"R.'OPEI'+.'iY DAMAGE $ HIREDAUTOS ....... AUTOS ............... .- DA $ UMBRELLA LIAB WAN" rft-- OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS•MAOE AGGREGATE $ QED R T NTI N $ WORKERS COMPENSATION PER .. OTH- AND EMPLOYERS'LIABILITY °'� " T """" """""°°' YIN .................... . ...... ANY PROPRIETOWPARTNERIEXEM)TIV'E E L EACH ACCIDENT $ OFFsCER)MEMSER EXCLU,C FD ❑ NIA _...._.............................. (Mandatory In NH) E,L. DISFASF„,-EA FMmPLOYEITITITITIT II yes deschbe vndef IDESCRIPTION OF OPERATIONS bma w^ E.I. DISEASE-POLICY LIMIT $ A Medical Professional Liability E0000037691-08 05/31/2024 05131/2025 2,000,000 Aggregate Retroactive Date:5/31/2001 2,000,000 Each Claim DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Medical Professional Liability Additional Coverages: Sexual Abuse $1,000,000 Each Claim/$1,000,000 Aggregate Network Security&Data Privac Liabili $1 000,000 Each Claim/$1 000,000 Aggregate CERTIFICATE HOLDER, CANCELLATION Monroe County Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1100 Simonton Street ACCORDANCE WITH THE POLICY PROVISIONS. Key West,FL 33040 AUTHORIZED REPRESENTATIVE ' <SMK> ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 1570 DATE(MMIDDIYYYY) OF LIABILITY INSURANCE o31z81zozeHl Acc1#' 3045439 CERTIFICATE Y AMEND,. EXTEND OR ALTER THE COVEItA ISSUING �'ED. CERTIFICATE IIC S ISSUED AS A MATTER OF INFO �fION -1— AND CDNI ERa NCI RIGHTS NIERAGI THE ERTI>=AFFORDED IdHE PO. THIS W. THIS CERTIFICATE CER AND AN CERTIFICATE LATE HOLDER. A CONTRACT BETWEEN THE NOT AFFiR INSVELY OR NEGATIVELY --------- BELOW. DOESCERTIFICATE PRODUCER,OF INS DER. must have ADDITIONAL INSURED proTrisions or be endorIn REPRESENTATIVE OR IMPORTANT. if the N IS WAIVED,tltsub subject to the fermis land Condit o INSURED,the plallicy, c) s of the policy, SUBROGATION I older in lieu of such endorsement(s). S Uh certain policies may require an endorsement. A statement o does not confer rl ITts to the certificate ON AC FAx certificate Awc No) ,M1AM�.. PHONE 844 398 0470 PRODUCER AON RISK SERVICES SOUTH1 INC EMAIL �erls� eoplease Conk .. � 3 (I I_ENO7 ROAD NORTHEAST,SUITE 1700 gDDRs GA 30326 INRAG R l..... h America ��� 4ATLANTA, Indemn SURER S AFI ORDIN!G COVEro Iai�3aIFaER� tyInsurance Company of Nort INSURE VMk',UbxER, ., Life ExtensiorE Clinics.Inc. dtra Life Scan Wellness Centers,LS Wellness PLLC INS RER_D . 1011 N MacD111 Ave INSURER E ...INSURER..",. .�, m ....... Trampea FL 33607 F: REVISION NUMBER: COVERAGES CERTIFICATE NUMBER: THIS CONDITION OF ANY OONTRAt T CR OTHER OOriEREBN ISSUBT TOTALOL THEI TERMS, THIS IS TO C ERTI'FY Tk1AT T'I1E POLICgE3 OF INSURAFIORM OR OOE LISTED LCIVIU HAVE 6EEla gSUED TO y"NE uCRl6E( INAME& MOVE FOR Tq lE F OLICY PERIOD 9E DE INCb9CATED� NCTWITt�aSUEDSANDING ANY RECERTAIN, T AFFORDED BY 1`k{E POLICBY RAID CLAgM�. ... SAND CONDITION3'OF SUCH POLICIES M aM r... . THE INSURANCE 11 EECLUSIONE MAY BE ISSUED OR MAY PERT NUMBER EDUC LIMITS MAY IlA'�E BEEN Ry.POM1.ICY Ems, I M���� CER'TiFgCA LYMNTS SF40WVN.��_ m...,..IADDLI�aUaift POLICY' 5.... - ENSR TYPE OF INSURANCE EACH OC I wRREN�� LfR, I �SANIxu''w"d R �1`h ELF m LIABILITY ! 1 FROM} E 1e'�crre'fl5r"I $m.., I COMMERCIAL GENERAL i "/ S i w � I MED EXP fAru one�uraa^s�rnD ,w.. .. J CLAIMS-MADE m OCCUR f ER�07iAL - &ADVINJURY S .. ENFRAL otGGREGAf F ..., EOEN'L AGGREGATE LIMIT APPLIES PER: PRO- LOC POLICY e .,JECT c MI1 I g C,LyMU4fiIE0 rIIVIL'w G �.. ,... R BODILY INJURY Per p Drt"iFR: I I" ( person) I$ AUTOMOBILE LIABILITY r acad... $ i BODILY INJURY(Pe ANY AUTO r8mt ,v .PR7�`PETTY DAMA�G.+E' $ a._ ALL OWNED I SCHEMA iw:L'R i Per s�rrlarKrl AUTOS I AUTOS I �!" .�...... '� m 5 Y NEON"OVMEO 0�`--• HIRED AUTOS I ..�AUTOS I'7N+ �. ...� 'AP Mi ,;d UFPRR.... I i UMBRELLA LIAB OCCUR f I l ,43RE ATE�. .. DIMS MADE,. I Dr�u iaL r ErcaTE w S x � $ Ta)T ! F EXCESS LIAR OIH I 1000000 N 12/31/2024 01/01/2026 nLLIDLNw �$1 WORKERS COMPENSATION A ILI ., i 100000 E L DIS h4 I AND EMPLOYERS'LIABILITY Y 1 N E L EA EASO EA&"MPL"Du'ELi$ 1000000 „ N [NIA C72818763 � � "' 'ANY PROPREBER AcLiubrBE,,Et:OTd'VE '�""�,� I E L.DHS. . 0 A �OF'andot';TYin46FRF,.XCq.�iJl"i'EL"1^a _J I 1 BA+�E-PO�L�ICYLwM9t .3 }(MOndaltrr!I'in NH) � i ya, meascrbe linde�r .0 SCRIP'IIE3N OF OPDRATIONS Wow I 1 i P wired) DESCRIPTION OF OPERATIONS i I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if mores ace is required) POLICY VALID IN FLORIDA ELLATION m. , CANC --� LATE OLDER CERTIFI H . _ I SHOULD ANY OF THE ABOVE.DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County Board IN EA EXPIRATION 'DATE THEREOP,CCORDANCE WITH THE POLICY PROVISIONS, WILL BE DELIVERED 1100 Simonton Street Key West FL 33040 AUTHORIZED REPRESENTATIVE .�� ce %( 88-241 At kD CORPORATION. Al9 rights reserved,... ACOR"",,, m The A D 25(2016103) CORD name and logo are registered marks of AC ORD 1571 DATE(MMIDD/YYYY) AC R" CERTIFICATE OF LIABILITY INSURANCE 5/27/2025 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 Certificate Department Sihle Insurance Group Inc. PHONE FAX 1021 Douglas Ave. c N�. Is3l,407 869 5490 fi ? N�) 407 38 � Q E-MAIL Altamonte Springs FL 32714 ADDRESS: 0.pdidi te, sI#wle poin INSURERO RIDING COVERAGE NAIC# w a S AFFO ,_ INSURERA:Hartford Underwriters Insurance Company 30104 LIFEEXT.... .. _ INSURED 01 INSURER,B MSIGSpeclalty Insurance USA Inc _. 34886 Life Extension Clinics Inc. dba Life Scan Wellness Centers INSURER Palomar Excess and Surplus ur Insance Company 16754 1011 N MacDill Avenue INSURERD Tampa FL 33607 INSURER E: T' ..... .... INSURER F COVERAGES CERTIFICATE NUMBER:1968624437 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, ®.,. LTR: TYPE OF INSURANCE .. M12: POLICY NUMBER dydNIAOOr"fE" �PpLICY E,JY[P LIMITS INSR: . AODIL StJBR POLICY MIMJ- dYYYY -.-.-.. LIABILITY Y d1SB;MBASF'I`H 11/10/2024 11111/2025 EACH OCCURRENCE $1,000,000 „. I .,tiNl4GL'1°Ct' FNdFi ,...... ..................... m A X-.-. COMMERCIAL LAIMS-MADEE� X...1 OCCUR 1 I„4M„E9roNW' E,„�E;F,o, adrrencst] i$1.000,000 (Any one person) $10,000 PERSONAL -- 1,000,0-- -- I I ADV INJURY $ 00 ,.. ...� LE y WAW( ...� IL.00:, j � � ¢ } PRODUCTS COMP/OP AGG $2„000 000 ENERALAGGREGATE $20 GEN POAGCREGATE LIMIT APPLIES PER � GENERAL 00 000 1 X 1 OTHER_ $ B AUTOMOBILE LIABILITY Y N HN01000294-2 3/2/2025 3/2/2026 COMBWED9INGLE LIMIT S 1,000.000 M�,,,,, i 1 LLB acC�1x^st0.1 ANY AUTO i BODILY INJURY(Per person) S w .. . ..... ,.,.. ,m.. .,. .. ,,....„ „T. OWNED SCHEDULED BODILY INJURY(Per accident) $ X AUTOS ONLY ,�,„,.AUTOS1 HIRED i ..., - (AUTOS ONLY �._X_.-�AUTOS ONLDY �,(PeOr ac cdent)pMAGE 1$ ....s UMBRELLALIAB OCCUR 21SBMBA9FTH 11/10/2024 11/10/2025 EACH OCCURRENCE 1$1 000000 A 1 X DED RETENT CLAIMS MADE'. I AGGREGATE $1 000 000 EXCESS LIAB ; WORKERS COMPENSATION ANYPROPRIETOR/PARTNER/EXECUTIVE 1NIA j E„L�EATCH AC �lE7 H AND EMPLOYERS'LIABILITY Y/N CIDENT $ OFFICER/MEMBER EXCLUDED. — --- (Mandatory in NH) E L DISEASE EA EMPLOYEE,S If yes,describe under DESCRIPTION OF OPERATIONS below E L DISEASE-POLICY LIMIT$ C Cyber Liability PLMCBS2YANEQNE002 6/26/2024 6/26/2025 Each Occurrence 1 $2,000.000 A EPLI 21SBMBA9FTH 11/10/2024 11/10/2025 Aggregate Limit $25.000 J DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Network Security Incident&Privacy Incident$2,000,000 Each Claim Limit of Liability$10,000 deductible is applicable 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 1100 Simonton Street AUTHORIZED REPRESENTATIVE Key West FL 33040 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1572 Policy Number HN01000294-02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER SFER OF RIGHTS OF RECOVERY AGAINST OTHERS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. SCHEDULE Name(s)Of Person(s) Or Organization(s): Any person or organization you are required to include on this policy by written contract or written agreement in effect during this policy period and executed prior to the"loss". Additional Premium Is Included Section IV — Business Auto Conditions, A. Loss Conditions, 5., Transfer Of Rights Of Recovery Against Others To Us does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the 'loss" under a written contract or written agreement with that person or organization. We will retain the additional premium shown above, regardless of any early termination of this endorsement of this Policy. JA5203US 01-19 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission 1573 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A. The following is added to Section C.WHO IS AN INSURED: Additional Insureds When Required By Written Contract,Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the"products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Form SL 30 32 06 21 Page 1 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) 1574 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or"property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Paragraphs (d) or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or"personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence"which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds,this insurance does not apply to: (a) Any'occurrence"which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for"bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; (b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if: (1) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for"bodily injury" or"property damage" included within the "products-completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (i) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property Form SL 30 32 06 21 Page 2 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 1575 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THEW' HARTFORD damage", or"personal and advertising injury" arises out of the rendering of or the failure to render any professional service. e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds,this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury" or"property damage" included within the"products-completed operations hazard". f. Any Other Party (1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for"bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. Form SL 30 32 06 21 Page 3 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 1576 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE ' HARTFORD NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s)who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form SL 90 13 10 18 Page 1 of 1 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 1577 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, ADDITIONAL INSURED EC - SCHEDULED This endorsement modifies insurance provided under the following. BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement the provisions of the Coverage Form apply unless modified by the endorsement. SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): Any person or organization you are required to include as an additional insured on this policy by written contract or written agreement in effect during this policy period and executed prior to the "loss". A. SECTION II—COVERED AUTOS LIABILITY COVERAGE,A. Coverage, 1.Who Is An Insured is amended to include as an "insured"the person(s)or organization(s)shown in the Schedule, but only with respect to their liability for"bodily injury"or"property damage"to which this insurance applies, caused in whole or in part, by an "accident' resulting from the ownership, maintenance or use of a covered "auto". However, the insurance afforded to such"insured": 1. Only applies to the extent permitted by law; and 2. If coverage provided to the "insured" is required by a contract or agreement, the insurance afforded to such "insured"will not be broader than that which you are required by contract or agreement to provide such "insured". B. SECTION II -COVERED AUTOS LIABILITY COVERAGE, B. Exclusions is amended to include: This insurance does not apply to: "Bodily injury" or"property damage"for which the Person(s)or Organization(s)shown in the Declarations or Schedule is obligated to pay damages by reason of the assumption of liability in a contract or agreement C. SECTION II—COVERED AUTOS LIABILITY COVERAGE, C. Limits Of Insurance is amended to include: The most we will pay on behalf of the"insured"shown in the Schedule is the amount of insurance: 1. Required by the contract or agreement you have entered into with the"insured"; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. MSES 14910 06 21 Page 1 of 1 ©2021 MSIG Holdings(U.S.A.),Inc. All rights reserved Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 1578 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, THEi�!' HARTFORD AMENDMENT OF OTHER INSURANCE CONDITION - PRIMARY OR PRIMARY AND NON-CONTRIBUTORY WHEN REQUIRED BY WRITTEN. CONTRACT OR WRITTEN AGREEMENT This endorsement modifies insurance provided under the following: UMBRELLA LIABILITY SUPPLEMENTAL POLICY Except as otherwise stated in this endorsement, the terms and conditions of the Supplemental Policy apply, A. The following is added to Section C.WHO IS AN INSURED: Any person or organization with whom you agreed, because of a written contract, written agreement or because of a permit issued by a state or political subdivision, to provide insurance such as is afforded under this Supplemental Policy, but only with respect to your operations, "your work" or facilities owned or used by you. a. This provision does not apply: (1) Unless the written contract or written agreement has been executed, or the permit has been issued prior to the "bodily injury", "property damage", or"personal and advertising injury"; and (2) Unless the limits of liability specified in such written contract, written agreement or permit are greater than the limits shown for"underlying insurance"; or (3) Beyond the period of time required by the written contract or written agreement. b. In no event shall any coverage afforded to any such person or organization apply to any claim or "suit" to which "underlying insurance" does not apply. Coverage provided by this Supplemental Policy for any such additional insured will follow the provisions, exclusions and limitations of the "underlying insurance". B. Solely as with respect to the insurance afforded to any person or organization qualifying as an additional insured under Section A. above, Paragraph 7. Other Insurance in Section E. CONDITIONS is deleted and replaced by the following: 7. Other Insurance a. This Supplemental Policy shall apply in excess of all "underlying insurance" whether or not valid and collectible. It shall also apply in excess of other valid and collectible insurance (except other insurance purchased specifically to apply in excess of this insurance) which also applies to any loss for which insurance is provided by this Supplemental Policy. These excess provisions apply, whether such other insurance is stated to be: (1) Primary; (2) Contributing; (3) Excess; or (4) Contingent. b. However, the following provisions apply to other insurance available to any person or organization qualifying as an additional insured under Section C. WHO IS AN INSURED, as amended by Section A. of this endorsement and who is also an additional insured under the Business Liability Coverage scheduled in the "underlying insurance": (1) Primary Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit to provide primary insurance to the additional insured, then, after the "underlying insurance" is exhausted, this insurance will be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Paragraph c. below. Form SU 30 24 10 18 Page 1 of 2 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 1579 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE All HARTFORD (2) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit to provide insurance to the additional insured that is primary and non-contributory, then, after the "underlying insurance" is exhausted, this insurance will be primary and we will not seek contribution from the additional insured's own insurance. Paragraphs (1) and (2) do not apply to other insurance on which the additional insured qualifies as an additional insured pursuant to the terms of that policy or has been added as an additional insured by endorsement. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. C. Paragraph D.6. How Limits Apply To Additional Insured is deleted and replaced by the following: How Limits Apply To Additional Insureds a. If you have agreed in a written contract, written agreement or permit that another person or organization be added as an additional insured on the Business Liability Coverage scheduled in the "underlying insurance" and such person or organization also qualifies as an additional insured under this Supplemental Policy, the most we will pay on behalf of such insured is the lesser of: (1) The limits of insurance specified in the written contract, written agreement or permit, less any amounts payable by any"underlying insurance"; or (2) The Limits of Insurance shown in the Umbrella Liability Supplemental Policy Declarations. b. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Umbrella Liability Supplemental Policy Declarations and described in other provisions of this Section. Form SU 30 24 10 18 Page 2 of 2 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 1580 2018 Edidan MONROE COUNTY,FLORIDA REQUEST FOR WAIVER OF INSURANCE REQUIREMENTS It is requested that the insurance requirements,as specified in the County's Schedule of Insurance Requirements,be waived or modified on the f' llowin contract. ContractorNendor. 7 Y� { .I Project or Service: ContractorNendor k ,a Address&Phone#: .., m .,_ General Scope of Work: Reason for Waiver or Modification: _ Policies Waiver or Modification will apply to: Signature of Contractorr Date: 25 Approved w Not Approved_/ Risk Management Signature: Date: County Administrator appeal: Approved: Not Approved: Date: Board of County Commissioners appeal: Approved: Not Approved: Meeting Date: Administrative Instruction 7500.7 104 1581 County Of Monroe ��' � �� Monroe County Fire Rescue The Florida Keys 7280 Overseas Highway Marathon, FL 33050 � . Phone (305) 289-6088 �u Small Contracts Report for June 2025 Pediatric Emergency Standards Inc. - Handtevy ■ Annual access to Handtevy Mobile, Medication Management Software, including Clinical Updates, and Clinical and Technical Support from Pediatric Emergency Standards Inc. ■ Software is used to advance the quality of pediatric emergency medical care to sick and injured children. ■ Annual cost is $6,536.25. ■ Contract term commenced on 10.31.2024 and expires on 10.31.2025. ■ Option to renew in Year 2 cost is $6,863.06 (5% uplift) and the optional cost to renew in Year 3 is $7,206.21 (5%uplift). Axnes Inc. - Portable Radios for Helicopters ■ Acquisition of three (3) PNG Wireless Intercom Systems for our helicopters from Axnes Inc. ■ Portable radio system will work on our existing as well as our new helicopters. ■ System works as an extension to the existing intercom and allows crew to go wireless in demanding and noisy environments. ■ Total cost is $65,101.72. Life Extensions Clinics, Inc. - LifeScan Annual Physicals ■ Annual physical examinations from Life Extension Clinics, Inc. for MCFR personnel in accordance with NFPA 1582. ■ Cost per physical examination is $524.80. ■ Total cost is based upon personnel participation up to a cost of $100,000.00. ■ Contract term commenced on 05.27.2025 and expires on 05.27.2026. ■ Agreement can be extended for up to three (3) successive one (1) year periods. 1582