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HomeMy WebLinkAboutItem P4 P4 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: P4 2023-3901 BULK ITEM: Yes DEPARTMENT: Administration TIME APPROXIMATE: STAFF CONTACT: Lindsey Ballard n/a AGENDA ITEM WORDING: Report to Board of County Commissioners on small contracts signed by the County Administrator. ITEM BACKGROUND: The County Administrator pursuant to Monroe County Code and the Monroe County Purchasing Policy executed six small contracts where the total cumulative value was less than $100,000.00. The Contracts are between Monroe County and Canon Services, Federal Aviation Administration, Isla Bella, Ocean's Edge, Pedro Falcon, Stantec, Superior Electric and Tranquility Bay. PREVIOUS RELEVANT BOCC ACTION: Approval at each BOCC Meeting. INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: n/a STAFF RECOMMENDATION: Approval. DOCUMENTATION: Small Contract m Jim Murley.pdf Small Contract m Andrew Salkin.pdf Small Contract m Shaw Integrated 05.05.2025.pdf Small Contract m Professional Emergency Standard Inc. 05.13.2025.pdf Small Contract m Evergreen Study 05.14.2025.pdf Small Contract m Axnes Inc. 05.20.2025.pdf Small Contract m Symbiont Service 05.21.2025.pdf 2302 Small Contract - Island Pure 05.27.2025.pdf Small Contract - Life Extensions 05.27.2025.pdf Small Contract - Canon EM 05.27.2025.pdf signed.pdf FINANCIAL IMPACT: n/a 2303 Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $1„00,000.00 and Under Contract with- James, F. Wirle Effective Date: December 15', 2024 Expiration Date: March 80,20 6 Contract Purpose/Description: Speaker contract to authorize James F.Murley to speak at the Climate Summit on,December 16,,2024 anal to be — paid A,Yee Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Rhonda Haag I 8774 26, CONTRACT COSTS Total Dollar Value of Contract: $ 890,00 Current Year Portion: $ (must be$100,000.00 or less) (If multiyear agreement then requires BOCC approval,unless the gos�fl cuwuk e�m,auw c E'd00,000 00 or Budgeted? Yes❑■ No ❑ Grant: $ County Match: $ Fund/Cost Center/Spend Cate o : 001-050,51 ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: N/A (Not included in dollar value above) (e.g. maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES ❑NO ❑ CONTRACT REVIEW Reviewer Date In Rhonda Haag Dlglta l ly signed by Rhonda Haag Department Head Signature: Data 2025.03.191632,57-04•00• Joseph X. DiNovo Digitally signed by Joseph X.DiN-. County Attorney Signature: Date_2025.03 20 072237-04•00• Risk Management Signature: Gaelan P Jones Digitally signedby 9372'PJones Dace:zozssa 2s os3zzs-oa so Purchasing Signature: Lisa Abreu 4/28/2025 �}.� John Quinn Digitally signed by John oulnn OMB l lT/{�) Signature: Date:2025 04 28 1248 51-04•00• Comments: GPJ - Insurance waiver approved. Contract covers reimbursement for event that took place prior to contract routing Revised BOCC 4/19/2023 Page 84 of 105 2304 AGREEMENT BETWEEN MONROE COUNTY BOARD OF COUNTY COMMISSIONERS AND JAMES F. MURLEY TO SPEAK AT CLIMATE LEADERSHIP SUMMIT This Agreement is made and entered into this - / 2L4day of March 2025, between MONROE COUNTY, FLORIDA ("COUNTY"), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and James F. Murley (SPEAKER) whose address is 1890 SW 21s' Street, Miami, Florida 33145. WITNESSETH: WHEREAS, the COUNTY desires to have the SPEAKER present at as a panelist at the 10" Annual Regional Climate leadership Summit, hereinafter referred to as the "Summit", in Key West on December 16-18, 2024; and WHEREAS, it serves a public purpose for the COUNTY to host the Summit, as a partner of the Four County Compact "Compact", to protect public infrastructure, property, water resources, natural areas and native species, and basic quality of life; and WHEREAS, the SPEAKER has agreed to present at the Summit. NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: 1. THE AGREEMENT. The Agreement consists of this document, and its exhibits only. 2. SCOPE OF WORK. The SPEAKER agrees to speak at the Summit, as requested by the COUNTY. The speaker shall provide an onsite presentation approximately 10 minutes in length and shall provide a copy of the presentation to the COUNTY two weeks in advance of the event. The speaker agrees to allow the COUNTY to post the presentation and recorded video of the presentation on the COUNTY and Summit websites. 3. COMPENSATION AND PAYMENTS TO THE SPEAKER. The COUNTY shall pay the SPEAKER from funds donated to the COUNTY for the purpose of hosting the Summit. COUNTY shall pay SPEAKER the lump sum of Eight Hundred, Ninely Dollars ($890.00) after the event. Invoices must be submitted to the Office of Monroe County Clerk and Comptroller ("County Clerk") with supporting documentation acceptable to the County Clerk. Acceptability to the County Clerk is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the County Clerk's disbursal of funds. There shall be no additional expenses for travel, lodging, per them or any other expenses, as they are included in the stated total compensation. ....................................... ................................. Page 1 --- 2305 Payment to the SPEAKER shall be made by COUNTY after the Summit. SPEAKER shall submit to COUNTY the invoice attached to this CONTRACT as Exhibit"A'. No payment shall be made if the speaker does not speak or if the event is cancelled due to unforeseen conditions. 4. TERM OF AGREEMENT. This Agreement shall be retroactive to December 15, 2024, and terminate March 30, 2025. 5. HOLD HARMLESS AND INDEMNIFICATION. SPEAKER covenants and agrees to indemnify and hold harmless COUNTY and the COUNTY's elected and appointed officers and employees from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of services provided by SPEAKER occasioned by the negligence, errors, or other wrongful acts of omission of SPEAKER, its employees, or agents. 6. INDEPENDENT CONTRACTOR. At all times and for all purposes under this agreement the SPEAKER is an independent contractor and not all employee of the Board of County Commissioners of Monroe County (BOCC). No statement contained in this Agreement shall be construed so as to find SPEAKER or any of her employees, subcontractors, servants, or agents to be employees of the BOCC. 7. ASSIGNMENT/SUBCONTRACT. SPEAKER shall not assign or subcontract its obligations under this agreement to others, except in writing and with the prior written approval of the BOCC and SPEAKER, which approval shall be subject to such conditions and provisions as the BOCC may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the BOCC. 8. DISCLOSURE AND CONFLICT OF INTEREST. SPEAKER represents that he, his directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this contract, as provided in Section 112.311, et. seq., Florida Statutes. Upon execution of this contract, and thereafter as changes may require, the SPEAKER shall notify the COUNTY of any financial interest he may have in any and all programs in Monroe County which the SPEAKER sponsors, endorses, supervises, or requires for counseling, assistance, evaluation, or treatment. This provision shall apply whether such program is required by statute, as a condition of probation, or is provided on a voluntary basis. 9. EMPLOYMENT OR RETENTION OF FORMER COUNTY OFFICERS OR EMPLOYEES. SPEAKER warrants that he has not employed, retained or otherwise had act on his 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 2-1.50, Monroe County Code of Ordinances. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from ............. ........................ —-------------- Page 2 2306 the contract or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee pursuant to Subsection 2-152(b), Monroe County Code of Ordinances. 10. NO PLEDGE OF CREDIT. SPEAKER shall not pledge the CO'UNTY'S credit or make it a guarantor of payment or surety for any contract, debt, obligation,judgment, lien, or any form of indebtedness. SPEAKER further warrants and represents that he has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. 11. TERMINATION. The COUNTY or SPEAKER may terminate this Agreement without cause with seven (7) days' notice to the other party. If SPEAKER terminates prior to the Summit, he agrees to forfeit any and all compensation. 12. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The COUNTY and SPEAKER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. 13. 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. 14. ATTESTATIONS. SPEAKER agrees to execute such documents as the COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug- Free Workplace Statement. 15. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed o be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 16. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and either of the patties hereto may execute this Agreement by singing any such counterpart. 17. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. Each party agrees that it has had ample opportunity to submit this Contract to legal counsel of its choice and enters into this agreement freely, voluntarily and with advice of counsel. ................................... .................... —------— Page 3 ------------- 2307 18. LEGAL OBLIGATIONS AND RLSPONSIBILTT " ,"L� i °'Agree�xnett"' sr, intende to re eve, nor shall it; be construed As 'elieuzng, and partidipating ez�ti obligation or,responsibility imposed upon,the entity by lam except timely performance thereof by'any participating ontity,'i,nyki:cl� ease tisror "acy° /% %% offered in satisfaction of the obligation or responsibility //�i / � 19, NON-DELEGATION OF CONSTIT�:T,10NAL 4R 'I`A'�"Y1'rnR n r mrr :r"' // Agreement is not intended to or authorize�; shall rt be construed as authozing the/1rt�i the constitutional or statutory duties of the-CO Y, exapt Florida constitution state statute"and case as ,i/" ..., // IT ,,.E F >N w N Ss�R CC1ndAR'Y � a ute i o the dayand sate trst u+rttte abo�e, " ,,,,, ifa�,,,,, „, �,"o;,, ,,,r,,, '„, , ,,,/, rvi,,/�.. / ,,,,,, s ,:, ✓,err//r// /t , .O//// /�� / r/u, —gym— / ,;' � �/ i �/% ✓� r /i,,, ,,,,,. ,,,,,,, r /. / ��,... % ,,,li",.. , e. ,u Date. , , / c / r rr i /i r / /r / f /l / / r / / / / / /rr , / /// ul / f I fry f r, / / r / / I I� f / r I J / / / r / / I / r ,r Illll�u� wll ffff lull 11, Yf uiuui ll„I II / II 1 / / I I T I 2308 j „,/ ..,,..... i / f / / i / / r � 1 1 i 1 2309 /" If j� LOBBYING li l\L J VC INTP k� 4 A �CN ri 3MVpN TA TEML�N L DO%ORDi !AN"I� a / 1QMCNRCE CCTY 1L1 / ETHICS CLAUSE Ames/T.' irle ",.,..Warrants that he/it bias not r iployecl, ti e�z r �►t a wzs batt ort uia/ er fiazrer County officerc►r,emp Y to ee uaiatxrn cif etxon, fit`C►rdtrr�oe act / "% %i / an Corznty'of ioer,or'employee y ; rois`o ' t Conn Wig, � d breach or vrolation of this p x ' Agrepment without"llablll rind r a lsi %n >u 41krtiedutct purchase pnGe,or Otllerrwr se rero�ver;the full am rifrtt of a fee r consider t c n a J to the former;County offzcer cart o r / ✓ rr ✓ ,., 1 � err � r///i///i/ / / / r VON' rrr.. r ,, ri r rrr _r r ,� ✓/ //�j r„, /„/i, ll r�/// / // r. .,r,,.. ,r r,.r T TE OF r, rr gg/ / r/ rrr //tilt r rr „/ r✓/ r / ,r/ / rr // / c' i r�i / it i / 1/ ' V i l l 1 llf a° r r q r / / r r ! r r r / / r / / r. r / / / / / �l r rr r' a/lr t r , r r 2310 Monroe County Purchasing Policy and Procedures ATTACHMENT WS COUNTY ADMINISTRATOR CONTRACT,SUMMARY FORM FOR CONTRACTS $100,000,00 and Under Contract,with- Re ili'ent Cities Catalyst, Effective Date: December 15, 2024 Expiration Date: March 3b, 2,025 Contract Purpose/Description: Speaker(Andrew Salkln)lfnr the f6th annual Climate Summit,spoke on December 17,24 4 bn the Innovations for Resilience Fin6nce panel. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: khonda Haag 8774 26 CONTRACT COSTS Total Dollar Value of Contract: $ 50() 0,0 Current Year Portion: $ Q (must be$100,000.00 or less) (If multiyear agreement then requires BOCC approval,unless the ¢otflll cilin illllllllrtilkVM1101l.1l0 liS S t00 ili 0 00 oo II ss) Budgeted? Yes❑■ No ❑ Grant: $ County Match: $ Fund/Cost Center/Spend Category: 001-05051 ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: N/A (Not included in dollar value above) (e.g. maintenance,utilities,janitorial, salaries,etc.) Insurance Required: YES ❑NO 0 CONTRACT REVIEW Reviewer Date In Rhonda Haa Digitally signed by Rhonda Haag Department Head Signature: 9 Date:2025.03.24 16:56:04-04'00' County Attorney Signature: Joseph X. DiNovo Digilall025.D3dby9 se 4 XD4'00' o Date'.2025.03.17 09:37:40-04'00' Jaclyn Flatt Digitally signed by Jaclyn Flatt Risk Management Signature: Date 2025.03.21 12 09 29-04'00' Purchasing Signature: Lisa i\breu 4/28f2u25 OMB Signature: /6f- I&4Z.Af- 4/28/25 Comments: Revised BOCC 4/19/2023 Page 84 of 105 2311 M IREENIENT' BETWEEN N 7()MM[SS10NE1?,S.1()NR( E, (`0U ............ MARDOU C(, ,(J NT AND RESILIENT.,CITIES CATALNWI —N(,,,, S 1)f A K AT (71,11M TE LEADMS1111, SUMMIT This Agreernerit is niade and enkn,ed into this (jay ()J'March, 2025, lac tween MONMOF'l ("COUNTY"), a politiC,11 'SUbdiViSioll Of the S1,1te of Florida, whose address is 1100 Sintonton Street, Key West, 11orida 33040, and Resilient Cifies Catdyst, frx�%, ("SPE,A K 1"'W") whoseaddrcss is 429 Clinton AVCJILK,�, Unit: 50, 13rooklyn, NY, 1123K NVUEREAS, the COUNTY desires to have the SPEAKER present at as a panelist at the 1611, Anm,ml Regional (,Aimate leadership Sunimit, hereinafier refbi-red to as the "Sumil"it", in Key West on December 10-1 , 2024; and WHEREAS, it servesa public puq)ose, for the COUNTY to host the Summit, as as partner (if tile I water reSOLUCO, 1.'oul County ( ornpact "Compact", to proteci public infrastructure, property, natural areas and native specics, mid basic quality ofhfc; and NNIMEREAS, the SPEAKE R's representative has agreed to present at the Surnmit. NONNI THEREFORE, IN CONS[DERDATION of the mutLial promises and covellants contained herein, it is agreed as follows: THE AGREENIEN'T. The Agreement consists of this docurnent,and its exhibits only'. QP 2 -esentative Andrew, Salkin speak. L, OF �VO .RK SPEAKER agrees to have its repi, at the Summit, as requested by the COUNTY, The speaker shall provide an onsite presentation approximately 20 minutes in length and shall pj°ovjde a copy of the presentation to the County two weeks in advance of tile eve"t. Speaker agrees to allow the County to post the presentation and recorcled video ofthe presentation on tile (7.0Unly and Summit vvebs it,es. "'PIE nie (�,',OUNTY shall pay the 3. _N1) LIIANIMEN�Ps' TO S Ahl—R. SPEAKER fron" funds donated to the COUNTY for the purpose of hosting the Summit,, COUNTY shall pay SPEAKET the IUMP surn of One Thousand Five figndred Dollars Is LV-5QQ1 after the ),,ejjt, 111wq)ices mum be submitted to the Clerk with supporfing doctffr'Ielltalh)n Aerk, Acceptability to the Clerk is based on generally accepted accounting jcceptakqe to jjje� (,' principles am.f s�jch laws, nifes, and regulations as may govern the ('1eiVs disinirsal offunds, Therc shall be no additional expenses for travel, lodging, per dictn or any other exjxnises, as ffiq we 111ClU(4.(j ij-1 11je �jwted total cotnpensafion Payinerfl to the SPEAKER shall be made b C(XMIN after the Sumnirt, SPEAKU'R shalt C01JN'T"V the invc)ice allac hcd to this ("(')N"I"R Al(""I' as [.'xhibit "A , No payincot shaH be nuide if'the speaker does[lot sp(eak )r it'llic cweW is cancelled dtic tea unforesek,11 Page 2312 4. TERM OF A("REEMENT. "rhis Agreement shall be retroactive to December 15, 2024 ...............................and teryllinate March 30, 2025, 5. HOLD HARMLESS AND INDEMNIFICATION. SPE,AKER covenants and agrees to indemnir y aarld hold hartriless COUNTY and tileT YNTY's elected and appointed officersµ d employees from any and all clainis for bodily iitjuty (includirig death), personal injury, arid property damage (including property mned by Monroe County) and any other losses, dnma�,,,es, and expenses (including attorney's fices) whicti arise out of, it) connection Nvith, or by re sm o ' serviccs, provided by SPEAKE"R occasioned by the negligence, errors, or other wrongful acts of ornission of'SPEAKEIR, its employees, or agents, 6. INDEPENDEN'r CONTRACTOR, At all times and for all purposes under this agreentent, SPEAKER is art indcllendent contractor and not an employee of the Board of County Commissioners ot'Monroc County (130CC). No statement contained in this agreement shall be construed so as to find SPEAKER or any of tier employees, subs, servants, or agents, to be employees ofthe BOCC. 7. ASSIGNMENT/SUBCONTRACT, SPEAKER shall not assign or subcontract its obligations under this agreenient to others, except in writing and with the prior wt-ittert approval of the 130CC and SIILAKI.?1<, Mnch approval shall be subJect to such conditions and provisions as the BOCC may deem necessary. This paragraph shall be incorporated by reference into ally assignment or subcontract arid any assignee or subcontractor shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall It) 110 manner or event be deemed to impose any additional obligation upon the BBC,V. 8. DISCLOSURE AND CONFLICT OF WrEREST. SPEAKER represents that it, its directors, 1..irincip es and employees, presently have no interest and shall acquire no interest, eithcr direct or indirect, which would conflict in any manner with the performance ofsemices reqUired by this contract, as provided in Section 1123) 1, et, seq., Florida Statutes. Upon execufion of this contract, and thereafter as changes may require, the SPEAKER shall notify (fie COLW]"Y of any Financial interest it may have in any and all programs in Monroe County avhicjl the SP AKER sponsors, endorses, supervises, or requires fior counseling, assistance, evalUaliOu, or treatrr ent. r'his provision shall apply whether such program is required by statute, as as condition of probation, or is provided on a voluntary basis. 9. t,'MeL I t QYMENj` Oft REITENTION OF FORMER COUNTY OFF C ',RS 0it Emn,QYEES. S)"EAKER warrants that she has not employed, retained or otherwisct had act on her behdf any fil')rIne, county officer or eiriployce in violation of Section 2-141), MOnroe ()f Ijry ('0LIMY Officer or employce in violation of' Section 2-1501 County Code of' Ordini Monroe C,ounty (,'ode (kf()rdin,,lnces, for breach or violation of this lm,.ivision the (`ounly IMly, in its di'sere'fion, wrminate this contract rvithotlt liability ,lnd inay also, in its (fiscretioin, (je(jml frum da.- corMact, orpurchasc, p�ice, or otherw�soi recovei Ibe full anwount of,,,my foe, perc,Mare, glift, or (,,onsidcraliorl Paid to the f6rrncr ("ourity officer or enqwloyeLw PUNW-Ult to Subsection I 152(b), mor1roe County ("ode of OrdinauO'S, Page 2313 ......... 10. NO PLEDGE OF CREDIT. SPF"AKER, shall not pledge the COUNTY'S credit or rnake it a guarantor ofpaYnlent or surcty forany contract, debt, obligation,judginent, lien, or any, form ofindebtedness. SPl:'AKE`R furdier warrants and represents that it h as no obligation or indebtedness that Nvould impair its ability to ftitfill the terms of1his Contract. It. 'I"ERMINATION. The COUNTY or SPEAKER may terminate this Agreement without cause with seven (7) days' notice to the other party. If SM."IAKER tenninates prior to the Summit, she agrees to forfeit any and all compensation. 12. GOVERNING PRETATION N—DFEX-., This Agreement shall be Bove—nied by and construed in accordance with the laws of the State Of. Florida; the COUNTY and SPEAKER agree that venue will lie in the appropriate court or before the appropriate ,administi-ative body in Monroe County, Florida. -ivilegcs and immunities frorn 13. PRIVILEGES AND IMMUNITIES. All of the pi liability, exemptions from laws, ordinances, and toles 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 perfbi-ming their respective functions under this Agrcemcnt within the territorial limits of the COUNTY shall apply to the square. degre e and extent to the performance Of SUCh functions and duties (.4'such officers, agents, Oil, V olunteers, or employees outside the territorial limits of the COUNTY 14. AT"ITSTATIONS. SPEAKER agrees to execute such docurnents as the COUNTY may reasonably require, including as Public Entity Crime Statement, an Ethics Statement, and a Drug- I-ree Workplace Statement. 7 15. NO PERSONAL, l.AABit.xrY. No covenant or agreement contained herein shall be de reed to be a covenant or agreement of any member, officer, agent or employee of" Monroe County in his or her individUal capacity, and no mernber, officer, agent or employee of Monroe Counly shall be liable personally on this Agreement or be subject to any personai liability or accountability by, reason of the execution of this Agreement. 16. EXECUTION IN C'()UNTERPAR,rs. This Agreement inay lie executed in any number of counterparts, cacti or which shall be regarded as an original, all of Mfich taken togetber shall constitute one and the same ioShIllnent and any of OUNTY and SPEAKER hereto may execute this Agreement by singing any, such counterpart. 17. if Each party represents and warrants to the other that the execution, delivery and perforrnance ofthis Agrecinent have bccn didy authorized bY all IleCeSSM-)( COUM� and corporate- action, as requircd by la�v, Flach party agrces that it has had atIll)1c 0111)0hMlity to stjb�jjit t1jis Contract to legal counsel of its choice and enters, into this agreement freely, voluntarily and With advicc of counscl, 'A' _AN,D RESPONSIBIL11JES, This Agivenwat is not 14"GAL BVI I ....... rv, d to IchcVe', no sh'all it bc, construed as relic,,ving, any parficip,16[q intende entity from any, M 2314 ol.)Iigation or responsibility imposed UP01) 01C elltity bY' IaW' (!xcept to the extent of actuM and fimely perf'orniance thereol' by any participating entity, in which case (fie perf'onnance may be ofi`ered in satisfiaction of'the obligation or responsibility. 19. NCB N-DELEG'AnON OF CONs'pTUTIONAL OR S r 1 'rhis Agreement is not intended to authorize, nor shall it he construed as authorizing, the delegation of the consfitutionat or statutory duties of the COUN'TY, except to the extent permitted by thc* Florida consl k ution, state statute, and case Jaw, IN WT FSSRI'OLJN"I'Vand SPEAKER Jjcj-(qo h,,jvv executed this Ag recinent on the day d (late first writmi abovc, BOARD OF COUNTY It (SEA 1. (70MMISSIONERS Aftst. KEVIN MADOK, CLI OF MONROE COUNTY, FLORIDA By. BY: Deputy Clerk Counly Administrator Date, Date- iy "A K 111R,: Witnesses l'or SPF Resilient Cities ("'aLAyst, Inc, By" �St naiii,tro , leally bii i UN I t��ct�ttD Date, Print Narne, ...ill......... "........... Tc1cj,,)hmu; Numb '71 5 Datc . .. ..... 4 Page Lwwmm 2315 Exhibit"A" INVOICE Date: ,ro : liaag-rlioiida(e-i,)moiii•occoutity-fl.gov From: Andrew Salkin, Resilient Cities Catalyst, Inc 429 Clinton Avenue, Unit 50, Brooklyn, NY' 11238 ai'L �!,�-1 k i n((L' k y Duc., $1,500,00 Please pay the sum of'$1,500.00 for lurnp sum travel expenses related to my participation as as speaker at the 16th Annual Regional Climate Leadership Summit held December 16-18, 2024 in Key West. There shall be no additional charges for travel, lodging, per diern or any other expenses, as they ase included in the stated total compensation. I certify that I have provided the services due under this Contract, which include presenting at the Suninut. By. Page 2316 SWORN s,rATEMENT UNDER ORDINANCE NO. 010- 1990MC1NftOE COUNTY, F ETHICS HICS CLAUSE 44 Andrew `gal :in dba Resilient C,it.ies C"atal st. lnc. warrants that lie/it has not employed, retained or otherwise had act on his/her behalf any lornaer County officer or employee in violation cat`Sect on 2 of Ordinance No, 010-1990 or any County officer or employee in violation of `section 3 of Ordinance No. 010-1 C), For breach or violation of, this provision the County anay, 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, jiff, or consideration paid to the former County officer or cinployce." (Signature) G Date: STATE OF: COUNTY OF: Subscribed and sworn to (or aftitwned) before race, by means of I-] physical presence or online notarization, oil ` C1 V` °1 5 (date) by 4 V r `.. Lon (name of affiant). He/She is ( personally l � ' �c�rscaraW,all aaowra to taae or lags aroclttcecf. C. � �_ (type of"identification) as identification. ,o NoAr a y�M�r yy�p �p tl y' y�p�rM44YA � ' WC171.,1 frl�..11.,' .,_........ .._.__..... .......;„°h `„ha A y P`ublir t t nP m NO OIrt�6413650 � 41 N(*w York,P srou N C1 �r�ryhy . ,. 2029 My b" �f Page kw 2317 Monroe County Purchasing Policy and Procedures Al"LACHMOT D.A . COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100 000 00 and Under Wit-with C -Ari ,,,; tlt7ttact a Effective Date: TBD Expiration Date. Contract Purpose/Description: -"Marathon GouemmentCent�r,80,„C Rctvn),27$8, vr&�as Hwy;Kara#hori FL 33050 Proposal lD#2184}6 ,lab„ID#1736,Sofrrewell;Csr�fr # t761II WO JA Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: ` ' Facilities Maintenance g JohnT Null 8036 CONTRACT COSTS Total Dollar Value of Contract: $ 21739 47 Current Year Portion: $ (must be$100,000.00 or less) (If multiyear agreement then �n requires BOCC approval,unless the Penal CLIIId dla iVO d1111 sLIN iS $1OO'o00 O�O of I e psi. Budgeted?Yes# No ❑ Grant: $ County Match: $ :� Fund/Cost Center/S end Cate o :,CC'20501SC00061. . ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance I e aired: YES ❑NO ❑ CONTRACT REVIEW Reviewer Date In Department Head Signature: William Desantis �w. -• ___. Jose h X. DiNovo Digitally sg dbyJoseph X DNovo County Attorney Signature: P Dale 2025,05 02 11 02:43 0400 Digitally signed by Jaclyn Flat Risk Management Signature: Jaclyn Flatt Date:2025,050212:16:12-04'OD' Purchasing Signature: Lisa Abreu 5/2/2025 John Quinn Digitally signed by John Quinn OMB Signature: Date:2025.05.05 07:23:14-04'00' Comments: Revised BOCC 4/19/2023 Page 84 of 105 2318 �munmuilr)1 Phone: ( ) Fax: ( ) Marl Drop999 P.O.Box 748552 ��I �� ' Atlanta„GA 30384-8552 ( )" Shaw Industries, Inc.. Proposal Submitted To Attention Phone Fax Date Monroe County John Null (305)587-8036 ( ) 04/22/25 Proposal Name Job Name Job# Marathon Government Center Marathon Government Center 192736 Street Job Street Proposal ID 10600 Aviation Blvd 2798 Overseas Hwy 218436 Clay,State and Zip Architect Date of Plans Add# Job City,State and Zip Customer Job# Customer PO Marathon, FL 33050 Sourcewell Marathon, FL 33050-427 None None We hereby submit specifications and estimates for: Offset StrataWorx Tile 24"x 24" 94535/Mirror Grey 286.00 SY $18.90 $5,405.40 Accord ClassicBac 12' 16 oz. 94535/Mirror Grey 67.00 SY $12.38 $829.46 4151 Pressure Sensitive Adhesive 4 Gallon 3.00 Each $217.45 $652.35 1000 Broadloom Adhesive 4 Gallon 1.00 4 Gal $53.57 $53.57 Broadloom Carpet Installation(with pattern 67.00 SY $9.18 $615.06 match) Carpet Tile Installation 238.00 SY $8.20 $1,951.60 Furnish and Install 4"Base 240.00 LF $2.63 $631.20 Transition Installation(excludes materials) 27.00 LF $2.28 $61.56 Skimcoat-Labor&Material 2,135.00 Each $1.59 $3,394.65 Adhesive Removal 2,135.00 Each $1.42 $3,031.70 Food(Per Diem) 8.00 Each $53.69 $429.52 Hotel/Motel 8.00 Each $163.58 $1,308.64 Mileage Reimbursement 460.00 Each $0.83 $381.80 Hourly Rate for Services not Listed 10.00 Each $89.49 $894.90 Supplemental Benefits 61.00 Each $24.85 $1,515.85 Estimated Freight-Pricing Good for 30 Days 1.00 Each $582.21 $582.21 Base Bid Total: $21,739.47 Proposal Inclusions and Exclusions: 1. Sourcewell Contract#061323-SII 2. Local Contact:Mateo Rodriguez 3. Material title and risk of loss passes to the purchaser at the time of material delivery to owner provided address 4. Proposal does not include removal of any materials containing asbestos. 5. All pricing is based on work being completed during normal working hours. 6. Extensive floor prep is not included in the price but may be necessary due to unforeseen conditions of the sub-floor. This work may include,but is not limited to,leveling or grinding,encapsulation or sealing,or extensive scraping of the sub-floor.Should extensive floor prep be required,you will receive a change order for the necessary work. 7. Exclusions:attic stock,major floor prep,furniture moving unless specified in proposal,disconnecting and moving of computers and electronic equipment,vacuuming and protection of finished products,and any plumbing work(removal of commodes,etc).. 8. Price is based on a consecutive installation period without delays and is based on the customer allowing installation crews access to work a minimum of 8 consecutive hours a day until completion.Delays other than"acts of God"will result in charges for down-time. 9. Price includes work as specifically stated in the above description for the quantities stated. Any circumstances that require additional labor will be handled through the change order process. 10. SITS License Numbers: AL 57717,AK 198637,AZ ROC340172,AR 425700423,CA 1104309,CT MCO.0904495,DE 2022707978, GA GCC0007817,ID 02790,IA C143575,LA 73789,MN IR793001,MS 24811-SC,MT 265535,NE 25084-22,NM 409483/28744860162022,NV 90225,INC 87924, ND 46612,OR 240563,RI GC-33871,SC 124179,TN 77794,LIT 12846822-5501, VA 2705183154,WA SHAWITT789M2,WV WV061877 Page 1 of 2 2319 6Phone,-. MallOm 999 P.O.Box 748552 Fax { ) Atiants, 303844552 Show Indualrkon, Inc. Proposal ID:218436 Proposal inclusion and Exchlsions: 11. Please email your Purchase Order to Chad Cloer at chad.doereshawinc tom to initiate the order process. A purchase order is required before materials can be shipped. 12.A 2.5%fee Wit be assessed on the total bid amount at time of payment if utilizing a credit card. 13.Remit to Address:SHAW INTEGRATED SOLUTIONS PO Box 748552 Agents,GA 3038"652 We PROPOSE to perform the work complete In accordance with the specifications and as described above for the SUM of: Signature: Chad Cuter Chad Cloer =21 739.47 Email: chadcloev@oh&vAnc.com Conditions of Proposal: 1.Tits Proposal may be withdrawn,if not a, ad,within 30 days of its issuance.Shaw Industries Group,Inc.will consider reasonable request@ to ongsge In negotiations for rovisions to this Proposal,Including soft a subcontract that includes the tsmM of this Proposal.A proposal not accepted wllhln 30 days will be oubjeet to pdos escalation of rnaleriais,labor, freight and fuol toss. 2. This proposal Is subject to credit review and approval.Payment Corms are net 30 days.A convenience fee of 2.51E we be added R paying via c md'a card.Past due Invoices are subject to service charges of 1.5%per month(18%per ornhum).In the case of any default,Customer @hap pay Shaw Induddes Group,Ine.'s reasonable attorney fees and toss, Including those on any appeal,even If no oult or action is filed. 3.AN work @hall be parkmined in a worWnaNike manner according to Industry standards.Areas to receive flooring aid be free and dear of debris.Any changes b the work shed be performed only oiler execution of a written change order. 4. Prior to commencement of Shaw Industries Group,Inc:s work(a)Customer shell tat sal concrete sub doom receiving flooring for vapor emlsslon levels and alkalinity per manufacturers' -cammondstions utiliring ASTIR F2170 and provide writlen results to Shaw Industries Group,Inc.,Including a dal of any&@alone applied to the concrete sub door.(b) If Customer does not provide such reports at lent 10 days prior to eornmenartere of Shaw Industries Group,Ina'@ work then Customer @hall provide Shaw Industries Group.Inc. with soma to ad concrete sub doom for approprints testing sad Cuslonw @had be responsible for the crofts of such Dating:and(c)Any ooncrote a*doom not mosting menufadurers'requirements for installation will require correction or Cho execution of a*operate waiver agreement. S.AN work Is contingent upon aMkes,accidents or delays beyond Shaw Industries Group,Inc.'@ contral.Customer shad cent'insurance for all hazards,Including flro.Show Industries Group,lna's workers are fully covered by Waiter's Compensation and Uabldty Insurance. e. Customer represents and wanards this:(a)the project ante contains no hazardous or other dangerous substances,ocher exposed or conoealed-or(b)Customer has given written notice b Shaw Industries Group,Inc,of all such substances and l hoc l— Norh(s).76 the fullest extent permitted by law,Customer shad lndemndy,defend and hold Shaw Industries Group,Inc.harmless from any damage,claim,lose,expense and Womay fees related to Show Induwles Group.Ina's Nab".t any,Including any federal or Mate status related to hazardous or other dangerous substances. 7. Shaw Industries Group,Inc.Is fully licensed,bonded,end insured.This proposal does not Include partidpotion In any OCIMCIP or related programs.Requests for Show Industries Group,Inc-to paAcipala in such Programs may result In additional costs. a. Notwlthstandkrp anything herekh to the oontrary,of prices are subjed b immediate Wxasse wilhoul lfmhsWn In the avant of matsrW change b applicable dales,taxes,lardis, similar charges,or other government action. MONROE COUNTY ATTORNEYS OFFICE APPROVED AS TO FOAM STANT 0OUN1Y ATTORNEY DATE: May 2, ACCEPTANCEOFPROPOSAL:The sbove prtcsa,apscghhadons,and ewd/b►ons sre aa9e6ctory andare hemtyACCEPTED. You sro amMorf►ed to do bhs wtv*so specMed. Customer: Monroe County Signed: Date: Page 2 of 2 2320 MEMORANDUM OF UNDERSTANDING This MEMORANDUM OF UNDERSTANDING (MOU) is entered into between Monroe County,Florida(County),a political subdivision of the State of Florida, 1100 Simonton Street, Key West, Florida 33040, and Shaw Integrated and Turf Solutions, Inc. (SITS), a Foreign Profit Corporation authorized to do business in the State of Florida, whose principal address is 616 East Walnut Avenue, Dalton, Georgia 30721, but whose mailing address for purposes of this MOU is P. O. Box 748552, Atlanta, Georgia 30384-8552. This MOU provides for an additional term to be included in the SITS Proposal forms for Monroe County, Florida, projects. WITNESSETH: WHEREAS, County and SITS conduct business on a regular basis for the replacement and repairs of flooring and carpet in County facilities; and WHEREAS, on many occasions, the County can utilize the option to "piggyback" on another governmental entities' contract that was competitively bid and awarded to take advantage of the pricing; and WHEREAS, County is able to utilize one such piggyback contract between Sourcewell and SITS identified as Sourcewell Minnesota Contract No.080819-S1l(MN Contract No.080819- SII) for its projects; and WHEREAS,Sourcewell again initiated another competitive bid process for a new contract once the current MN Contract No. 0808190SII expires on October 11, 2024, and a new contract with Shaw Integrated and Turf Solutions, Inc. was approved and now known as Sourcewell Minnesota Contract No. 061323-Sll, which will expire on August 9,2027; and WHEREAS,SITS will respond to a request for a proposal from the County for a particular project by preparing its standard generated Proposal Form and set forth its products and services providing the pricing under the current approved Master Price List; and WHEREAS, for the County to comply with its current policies and procedures to obtain payment of its SITS projects, it needs an additional term included in the standard generated Proposal Form provided by SITS; and WHEREAS,there is a need to clarify the process under which the County and SITS may include the additional term by incorporating this final executed MOU in any ongoing Proposals submitted by SITS without the necessity of SITS having to modify its standard generated Proposal Form; NOW,THEREFORE,in consideration of the mutual promises and covenants hereinafter set forth, and for other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged,the parties agree as follows: l .. . ,. _ ,,. , .._.. ......... ...... w_.. .. 2321 1. PURPOSE. This MOU is intended to specify an additional term for inclusion in any SITS Proposal which is presented to the County for products and services that will be provided under the MN Contract No. 080819-SII or MN Contract No. 061323-SII. 2. ADDITIONAL TERM. Shaw Integrated and Turf Solutions, Inc. and Monroe County both agree that the highlighted products and services, including travel costs and expenses, as noted on the current Master Price List, are applicable to the project named in the specific proposal. 3. SURVIVAL OF PROVISIONS. All other terms and conditions of the MN Contract No. 080819-SII or MN Contract No. 061323-SII, any amendments thereto, and any Proposal submitted by SITS remain the same and unchanged and incorporate the above Additional Term in Proposals henceforth. 4. AUTHORITY. Each party represents and warrants to the other that the execution, delivery, and performance of this MOU have been duly authorized by all necessary County and corporate action, as required by law. Each party agrees that it has had ample opportunity to submit this MOU to legal counsel of its choice and enters into this MOU freely,voluntarily,and with advice of counsel. 5. EFFECTIVE DATE. This MOU shall become effective immediately upon execution by all the parties. IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Understanding on the dates as indicated below. Shaw Integrated and Turf Solutions,Inc. Monroe County, Florida - . By: Title: Sr. Contracts Compliance Specialist Title: ActinP.COUnty Administrator Date: 0 4/09/2024 Date: 04.16.2024 MONROE COUNTY ATTORNEY'S OFFICE EO,,AS TO "O .., I�ATRAORA�l.EE 2 AS& T C Q N"N 11Tc RNEY DATE; 4 A_2021 ., .. -.. "rvw-_..... ...._. ... ...... ... .� ","...". .w .... _ 2322 A-lE9+A 07 -a-47 -B�]--SEl' 1� sw Prices Effective:11/11/2023 i! SI IawContract S Contract Ofi 11 Updated:OB.21.2021.2024 MEMBEF MEMBER rmcr rma STYLE NUMBER GF'Mkk.IVyu,MX' TYPE a"aFfWxPX XdOPrd kl&%'I n4Gh' BM:,,eC NT �Ktl&PR; LPI x zYkNdSA ' A4GlPW tlV l95lIS I,(i,ti511 NbJMl..,,,. ,. ....... ....... WWW.....BROADLOOM .... d4kY4PAiH%khCfY INNd Ii, ... ___.°'ry_ $ 30.09 34.1.90 . $ 1980 ...f4/8.... pB ftwk GE UTRALOCe MB BROADLOOM CIILTIVATESOUL 5Y 693E 3396% $ 4F.03 $ 17 A AY... ]AMBITION Afl fnt IASSnCOA SSICRAC BROADLOOM........ SIMPLY BYNgTURE SY $ 15.55 3215% $ lOSS $ 14471 33 90%A 101TD NI 7 IA D H ....4AA4B IV 26 CLASSICBAC° P.R(,y4{kG4lifYrk 5Y 5 18.61 3214% $ 1261 $ 1724_. „.. ._ .. ........._ ,.... _ ... ........_. ..�m.,, n0'p _.,IaNHp;C711]CLASSICBAC „w, m, BPoG,kABPdFirFM _ ,v„ IP11 F^6tl C4&YdA8Wtl9fF SY $ 1971 33 gm. $ 11A03 17 ............. a .. ..,.,.,.._._.._.., _. .......... U FY ULTRALOC BROADIOOM - BRIGHTWORK SY- '1 4300 3393% $ 2RAL $ 3878 _ _. SA176 AMP .. .... .. „.. __ .... ..................... ......,....,,.,..,.,.._ .... ..,....... ., .w.,....: _._.._ _ SA270_ ARCHWAY ULTRALOC RROAD4O0M SY $ 12593 lY N4'Yw $ B3.19 $ 113,54 5A208 ARTISAN LOOM ULTRALOC BROADLOOM DESI6N1OURN EY SY '$ 8hm 23 33+EXtiK S 56,9E $ 77 77 5A283 ARTIST PALETTE ULTRALOC BROADLOOM Y $ RB M'S 33 94% $ 64.90 4 88,58_ $ Hp01wtl 3388/ $ 2358 32.18 60759 ASPIRE CLASSICBAC BROADLOOM ABU y _ ...... 7Y' ,.....4 3395% $ 7275 $ 9929 NDAN7 LIFE II N ro5 k '7A219 h3A5E METAL WOVEN UNITA RY BROADLOOM NO COLLECTION 5A2fi7 ATL45 ULTRALOC- BROADLOOM NOBLE MATE RIMS Tx 147. 33 93% $ 97,30 132 80 FF BROADLOOM 5A290 BFlIOW l ITRA�C°MR^ _ .....,m.. � BROADLOOM ......... N .CULTIVATE SOUL- J SV�. $„m. 2458 3392,E $ 16,24 62 &Y .,,., OADLOOM PLACES SY n 2595 3395% $ 1714 r..M .14 r 7339 w,19B BIRCH CIA551CBAC .. BR .. .... .. .........__... ... p..7N F'Hlff9... BEVOND UI TRAI OG OADLOOM QFF THE GRID SY rc 7270 339 Y(pd4P BON lOUR511 PERFORMANCE RUBBEfl BACKING BI OAADgOOM SJEPFPI TERA OUT Ssy V r 65,46 3392% $ 30,50 $ 4163 BOTAN ULTRALOC SY 5 BROADLOOM 5A280 EARRARA5A3135UUTRALLOOF� .. BROADLOOM MINE FORDC USHAW CONTRACT M $ wll81 SF 3393 $ .....73,68 S 10056, _.._._ .. .... .......... .. ...ANTHOLOGY .. .. $ 7174 3619. r..... $ 809E 41b 33 94.E $ 6Il 37 M1 B3 67 p 2tdi. CASCADE ULTRALOC BROADLOOM9792 5A211 CHOK LOOM ULTRALOC BROADLOOM DESIGNIOURNEY X $ 42,Y(1 3393,E __ 26,51 36 19 SA374 dtlY0i9NH-0PL@IIyP tl8 iM1A4 M" P4gk BROADLOOM ANTHOLOGY ny $ 382E 3071% SA353 dfYp"AW I PAWL. ... w BROADLOOM WEST ELM„+SHAW CONTRACT SY_ $ 9243 3394%, m$ Nm 6106 $ 914 SA37S .COMPkRpATI0N3ULTPALOC MB .._ m.., m BROADLOOM LIVIN ANNHO OGVEMS 38.2033907%� '$ 87.6b S 10 Ntly ..__ 651 5 H 7 fi 3071% ,... ...................._. 9nFP'a:kS u'di;iN,l"I"ELLATION ULTRLOC BROADLOOM NO COLLECTION SY r 343 iJ.7H�7� 'F i',77dTF'ULTPALOC° BROADLO.. .........- m ......... _OM HAND DRAWN ,-SY $ 4L41 3388% '$ 2738 '. 37.37 r htl0 ._....._ w.. .,........... An K',M',kCVEOUR CL4SSICBAC° RffiPC7 VYDdtlkLilPft REWOVEN SY $ 2788 3396% 1 184,G 2513 NO SA033 DESIGN SERIES V 36 CLMSICBAC w.. BROADLOOOM NO COLLECTION T ,.,.SY_ $w 32 3390% 5.. 2164 5A358 DIAMONDS ULTRALOC$ BROADLOOM WEST ELM SHAW CONTRACT SY '$ BY.dBk 1b k'iJ. $ 5405 73.77 ........m.. .....�.m.,.... ..,. .._ _._........._ ..... .. ................6vi __ _.... . ..m...m ....... _....-TRACT AY $ 12TmT4B 3392% $ 2569 350E 5A276 DOTS ULTRALOC° fROADLOOM REWOVEN 57'' $ P8 ROADLOOM MIKE FORD SHAW CON %D 33 21% $ 8441 11521 5A1B4 DIMENSION ULTRALOC hA386 OIING ULTRALOC° B„ µ.„r HO/4I7IC1¢lfVi NO COLLECTION .d $ 4d:L9 $3 Bd% $ 4439 60 0 5g272 DRIP UITPAI OC BROADLOOM NO COLLECTION Sy 7 1O703 3394% $ 713E 2511 A228 5A F9Y Eh FT O UILTTRAAOCC C _ M BROADLOOM, OPENWORK . SY $ 34IT;46 2279 RTT. .4d hd, EMRRACF ULTRALOC" P�§H47/IIYL AI Yfvt' µ„ COMMUNITY 81.23 33.94%.. 5;166 $ 73 24 .. .... ......... .. .. ._ ....... ,.. ...,�..,41 $ 115 21.. VAkt,RO ULTRALOC� BROADLOOM MIKF FORD SHAW CONTRACT SV $ 126.39 3321/ $ 1Y4 iWaAV ONHANCOESOLID CIL4SSICBAC 141 __.___ .,,.,, BROADLOOM......... ,LIVING„ENVIRONMENTS SY, $,,, 16,2E bS1467,,,,. 11 15A214 � BROADLOOM HAND DRAWN SY $ 474A 3388% $ 27,3E 5 3737 5A242.. ..ESCAEJ LTRAAL, n„ ,BROADLOOM OFFTHE GRID _ GY. dX Fk 3340 $ 13.03 T 17,18 6 APE ULTRA OC .4k 3392% $ 3404 4„ A348 EN CLASSICBAC BROADLOOM LIVING ENVIRO M ... BROAYl DLOOM" NOBLE MATERIALS °' „m $ 21,21 S 28 95 SA221 FAULT ULTRALOC' BROAD TURN KEY SY 4' 5AA]BS CSTCCM ULLTRA LOCK MO BROADLOOM IIVIN_ENVIRONMENTS FID 5A356 _FIIAME ULTIRALOCO£ , � _ BROADLOOMBROADLOOM WEST ENM COHAW ONTRACT SY $ 113 86 33 97° $ 75 230 ' 104 70 5g17...... ....... ___ .. SY $ 27....... % $ $5 FI('KFR flq,5$ICBAC° BROADLOOM BRIGHT WORK -5A174 FU, �.......... .. ..........., RIGHTWOR.....,,.. ...�. a K SY $ 2741 33.97% $ 1810 14 YD ,......, ..............._. ..... ........., w....e..w .. NDLY s .._.33.90% ..� ......, aA369m %ti11ENOLY CSL4551CBACe ....... -.............m,,, PROADIOQM FONDTANDFRIENDLY SY $ 19.70, 33.90% T, .M 1490 $ ry 171,; S+k4B'0........ OUNDE LIIRLTRALOC.......... _........ ... - . BROADLOOM --MIKE-FORD ALT RNA URO..... SY 159„71 .. 03 07'Mr ...S 39,41 S 153 86. NA ULTRALOC .m BROADLOOM TRASU SY T AT BI TT 95"M"n B 1714 $ 2339 60504 HIT '$ 4501 3345% $ 2973 5 405E 5A237 HA NA GRO fiE BOOKS ULTP.4LOC� BROADLOOM PLACES SY $ I YO In 31�d 4 $ 73 16 99 85 Y 11 f LLUMINATE ULTRALOCe BROADLOOM .... mNBRIGOHTWORKN 4y $. .43 0 3393% $ z083 i 3843 5A278HERITAGE ULTRALOC BROADLOOM NO COLLECTION S 515 fi162 FKATULTRALOC BROADLOOM GATHER bV $ 615 F4 33,93% $ 4515 "` 6162 fi0784.. ... ..........Z-ER„ ..... ..... _... _ ENTS NH 591 2172 IMAGERY CL4551CBAC r BROAD 00 6ENVIRONM $ 2909 3395% 1 -64-11 SA193 INL4YU OEN-6E,IT I tl $ 31.80 4744 p 3111 5A229 INHERITULTRALOC BROADLOOM ,, NI"PEN WORK $Y 34,4fi 3387% ... 3111 LTRALOCe BROADLOOM O ................_ ___........ ... 3 39 33 .......26 38,,,. IN ULTRALOC£ BROADLOOM COLLECTION SY $ 49.25 3392 589 INTUITION UITRAIOC MR BROADLOOM BUILDING CHARACTR SY $ 49.33 3392% 5 32 fi0 4449 SA268 IOTE RPL4Y ULTRLOC BROADLOOM SY $ 109.24 72 16 98 49 ...,. ,....�., ,..,, .,,,,, ,,, 5A354 KLSTA RY IINDSAY STFAD ULTRALOC& BROADLOOM WEST ELM tSHA...... ACT SY $ 89.0E 33:93% $ 5884 JnB.. 4AVRULTRALO�RALOC _ BROADLOOM MIKE FORDREWO UN CONTRACT SY .S 138,88 ., 3392% 25 fig ,S 03506, 40, �SAA71R6 5„ wODIFV CLASSICBAC _,_,_,_ " _..O COLLECTION Smm 11043855958 Y 1 3392% GATHER SY 7029 6338EN ULTRALOC t! AICBAC R 1840 25 MEIL S Y 27 84 3390% 11 r .N 84ME OD TRAOC BROALOOM 25.66 N 3S ,,,, BROADLOOMO 14 6 5A21 3 � $ 3340 45A01 BROADLOOM TVATESUL SY 39% E9 2323 Do-usp],W-d.-IDA-E-)TAE.-1572-'oc.Di 0771.-511' Prices Effective:11/11/2023 ShawContract3 Contract if 061323-SII Updated:08.21 2024 I MEMBER Moterial t!0 1b Y d"!' Sourcewell RICE ... MOSAIC BROADLOOM .....,.0 II L....,......., „UOM SIST 69'S1 %3390UNT $ �US 15 �CA.OJ MEMBER_. ... STYLE NAME .., v „.........BROA 33,95% 49 5A376... MB B NARRATIVE RRATIVERULT ALOC MB.... ., ... ...... „^ SIMMDI0041 „ „.....N A.NTOHOLOTGOY N„.. ......SY .... 3826 3071%. ,$ 2651,.,$ ...36,19,,. ..__. ..-_ .. m........,.... ..S 1718 66 33.92% 7311 5 99 79 ,SA338 NOOKCLASSICBACF _4'➢HY7A�a1a,1OM' LIVING ENVIRONMENTS S_Y_ $ 20.93 33,91% 1135 $ 1549'.. TURALSELECTION ULTALOC� ItldK69UIEtitYIvS ALTERNATURE_ SY ........... .................... ..................a.,�....... ..... .......,.,.,......, ..,,,e,.,.,.,.,..„.,.,....m $ 1363 b. ..,1888 NOTED CIASSICBACs BROADLOOM LIVING ENVIRONMENTS Sy i Ya.%�W:.r... . .. .... ____............... ... ........... d 16.68 33 93% 11,15 $ 15 22 4559 OTLIOE wSS51CBACMB _„ 96% SSAA034252 PENS0N A8LE CL45501CBAC , . ... 4ADLOOM UVINC ENS 1 .3OVE 251BROADLOOM , - _ BROADLOOM H-RC4 a 1 BROADLOOM LIVING ENVIRONMENTS � S41 JT94N 1421 $ 939„ , PETO ICA „ ,. BROADLOOM NO COLLECTION _Wi m „ i m 88 24,95 P '$ JI'bAlu 31 Bd'AW Atl ____ _,„, 4 e..,., SA295 PREPARE CIASSICBAC BROADLOOM LIVINGENVIRONMENTS SY '$ A$,qq 'p394gK 7r kN7 BKU " 1391 SA189 PRIME CIASSICBAC BROADLOOM TURN-KEY Sy $ 19.7➢ 339p% $ 6�B 0q i '1,T iB ......... ,,_,,.„„_„„........... ............ _......_... em........... ....EN .. ..� SA347 PROLIFIC BE RBER CLASSICBAC�' ---- $ 1390 ,A%.uM,.e $ 1., ,...�..W, BROADLOOM LIVING ENVIRONMENTS SY "'Pe $➢3fl y M.16 SAi4T_ :PROLIFIC SOLID CLQSSICBAC --„„„„ BROADLOOM..-._ LIVING ENVIRONMENTS SY $ 13.14 25,18,6- „. 9.83 "y .A A. O IRO ­PROS iWF SA3702__ PROSPEREULTRALOCCMB 0,50AMORI ... LIVNG ENVIRONMENS SY $ 3398 32.19h 5 „31µ45 ., m...,�„„ .. .... .... ...„„. _. ............. ....,� __..,,_..,, E0784 pUEST ULTRALOCS MB B➢NONLROK"A BUILDING CHAACTER SY 52,00 33 94% $ 34 35 $ 46.89 N H 2185 SWT/R REMAINI450ZACL455ACBAC „„nnn „„„„ BROADLOOM „µm LIVING,ENVIRONMENTS SY. $ 37.24 3360,E � 24,773 5 3.. 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BROADLOOM HAND R 60775 SE NEE IMENTSCIIA55 CBAC - BROADLOOM_„_ LIVING ENVIRONMENTS SY, $ 2419 3393% ALOC BROADLOOM WEST ELM a SHAW CONTACT SY S 109,29 33,94/ $ 72.20 +n (YW.y4 5A357 HALE ULT., n.......... ... _.,.. ......... .,,,..... m. _ mmm..�.. 3393%~, , $ 7649 $ 1...�..,..�. SA260 SHARE ULTALOC BROADLOOM COMMUNITY SY 5 0440 A 137 SOLID CIASSICBAC _ Y4YVOAERq'pq; 4 NO COLLECTION SY $ 52.24' 33.9q% $ 34.51 $ :E07B3 OPHISTICATION ULTRALOC°MB _m :. .......... ......,,.. ... ..__ 85 ....3 4, .__._. 26 5 4. 1AU➢d IttN➢ BUILDING ENVIRONMENTS ER SY $ 51.85 33.92h $ 3 -_ SA 257 STATEMENT CLASSICBAC; BRO----- LIVING..NVIRONMENTS SY a 2638 33.,91% '$.� 17.43 $ 13.19 m ---------- .. *,,, ., A dISN STAY ULTRALOC� ...� ..� _BROADLOOM^Wm,�mKINDRED a „ SY 4 25 17.15 23,,, -. CONTRACT ll ,. $,„,85.14 33 93%.� $.,_____„56..25 V11.1.111111 ....m......7677 41 5A377 STORY LOONI 5A220,._._ Sr RATAULTALOOC.MB ..... .......... ........m, .._••• •••... BROAN OOM WEST Q'p�YI}VM,'41.11 pp OG ONTACT Sy„ �,. 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PURPOSE STRATAWORX°TILE ..... ._ .............TILE...... .„ DISTRICT m.. ..� ..$d..� .. 1.,....Iktl LO Is 9Pd'N $, 19.,,89 5... ......27,1.5,.. ,6 Np4 U'${pV'Sg1.ECOWORX TILE TILE CAMPUS SY $ 4t,1i,�1'iV yA^F y^,4 ¢ lkw,;A $. 3T6..51 TILE 63 5T518 --_ OUILTEOE OWORX TILE,,,,,,,, TILE „ UNEARTHED COLLECTION THREADON SY $ 45,51 321E __ $ 3086� µ „t$ 2326 Oo,vs,yu Enrvo I,m I 0 AA'_1E-A-n,F 572-.c.00-ErDH -'C,El' Prices Effective:11/11/2023 Contract N 0,212 ShawContract µ Updated:0821,202424 M rrialP fIB L r.yuV¢awuFJt rLNrC_. mrnlBB CE F".'"E'"NUMBER YIAUVAVN(.E LL45"NC'Y#tlX...ph B 57YLE NAME .TIDE ttN -k t as S9i; UOM SY LIST 68/23 %01390%NT $MRT 45.E ep 1,.'4 .........,..m....... -........ ...... ..,. ....EW S 33.93% 26.75 $ nTO78 RFAIM FCOWORX TILE .._ TILE VIEW SY $ 40.49 ,.,, &EC HEF ECOWOX9TILE .........,TILE VERTICALIAYERS m,m SY $ 6538 3392% �S 4'1741 £, :`�1ry a 0140 FII;NEW ECOWOR%°TILE ._----------------------- gg fNLI TGSYSTEMS SY $ fi675 3395,E $ 449,Y 60,1E ...a __ ...w.....-.. _.. . 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"IX' AA+Wh J Y h6C Y dMlTI WlfNwkn%tl nlr Nld6tl NOrIaATtl ..,.,..gUa'AGIIANER"""" , �,,."TAB 271NA aim rCq% A" 1768 2413. Pprreaain'ARessoTFNI11A51fW IRd I1AM na4,14 I TfRDNIv"_,,,, „ ,,, tladrvttFsi4 sf[ViJ kT?.rtadzAliPnARRPNrI y.PF'""&.1°�ak3a.4pNwnY,ul1 G%(rMa Rrvd d .,.,,""."�" .._."., v' if ". ..0"'P3C•4".,'.IRP CCIb vELER50LB BAG ...... I � 6P _ 5 6I ,, , nP E A ---- y 3i,B WPI n , ,,, m ..- Y ,.. A NWYVTPAP 1 . -ad a�m . , lW � R .WRW wWm'iN..... 8;r jk 411 .....1 _... ........ r"K)W OWN S:P....." ........ Rua N4QG fiara[SN1 a1 NGdg7RP4w�dRY BC----.fl ---- .., CabldaNOAvr ........ ... . .1.l Cyon�.P„5". iAa:A'k rB,W fR. 3 N.d�.A 3 ii-ANY .................... ..... ......... 2330 0 o.usi�iEnsebpo l0 AA,4E04A.0'AE-457,-.A70�87080-7 5E4± Prices Effective;11/11/2023 Contract III 0,212 ShawContracta Updated:08,21.2024024 ..UO �. DISCOUNT,_.,..., w PRICE MEMBER (CADI pdR yt rr+fd' -$ ✓w i MEMBER PRICE TYPE Colle tin UOM IISTPRICF % USO) M%YT"vN N3A'd a71NhXNl e'S Nb41Alr'd WOR%LhldaWd..,.,. RuMt"� d' da.AG 18;t a.r6� ..14 4 r{a .,, ............. _ d�a'Y dYIA�VAV 54'k1J'M9�iV r. a ..__. _..,_ __,_. {al'7#4&4.8�wJPu _ .._,. 167CM '.('dh7 U'rfu N¢6tl4E M�a,jFtN11d t"sOMAvpnOPAR CftV1(s rkYwRiIdjar'ulM,:l&dNuYNN__ 1%tlIA,VNAGr n1,wlaP ld&i&tlIf.G9tJ%ATlfl1A4"JRaaN Pd NPJ�aYI%.vG'N p.NI .... 14rrvl"IIRC4if A@w..➢l.6 d.a...... -... ............ry.... WaL_rt_Yn 'R� aMadF:.b:..7r A.hIu 7 ..Ja2.ABB.B_13'.rhsAW.11G �A3Iaa�wa1a 1 aDOs! ; �b%r.P k59a u WVM`mlIR6G R "Alin" - O7 IX df IlOmtlAIM m1% a }sNkL%F9\% WYdyha X a m p ------kiL .yF. IAt;6Wu"A%#AIRY l:ftt:.IiF,W.6R5'h'iJw` a'r 9B.p1 'tee "h Ofa w _----------- _ ......... -- (1 YY CCRIJ9WHHY'MPW264N'NWM1 l.hU49Vf)I 41fi W4dRi%tlAIIV 9 W' a,g dA 11AN Ad tYIE d%5 i GROUT 4SIBEgS hd416W 011 YaN Ff?R4'ttlAa ... .,.. Alklsr r b I�fda'y 0 Rh'7N'V d C,lhr1pa11 f.NdM1,X Ci15d.YUk''Po IN A.fe.Cbu.i.4YtJl UMMptlN ii Mltil B1Cv Freight responsibilRY Is FOB Destlnat/on.Erc!Wtl rosts orar amT7raNurFn d iao Y h.u°mt�an5brm Yaati'n amd wRf 6n 17mded pnpunpepYeNy oan pur¢hussd asaderm nsacP Crrvgdcmd. *Freight costs will be fully disclosed to the Authorized Userprior to order placement,will be prepaid by the Contractor,and that all such orders will be shipped on an F.O.B.Destination. 'All prices are subject to immediate increase without limitation in the event of larirys or other government action not to exceed the percentage of the tariff%. 'Application of the MositureShield Solution System must be performed by a trained and approved flooring contractor.All requirements ofShaw's 10-year Moisture Limited Warranty must be met and approved by a 1Cradle to Cradle-Certified by McDonough Braungart Design Chemistry as safe,healthy and ecologicallysound using closed loop design.www.mbdc.com. 1Gmen Label Plus-Certified by the Carpet and Rug Institute for low-VOCemissions and healthy indoorairquality.www.carpet-rug.org, 3NSF-140-Certified by NSF International to deflne sustainable carpet,establishing performance requirements for public health and the environment.Www.nsf.org. 2331 Dacusi9n Envelope ID AA24E94A-07AE-4572-A705-B70607775E42 Region 1(West): AK,CA,HI,ID,MT,NV,OR,WA Region 2(Central): AR,AZ,CO,IA,KS,MN,MO,NO,NE,NM,OK,SD,TX,UT,WY Region 3(Southeast): AL,GA,KY,LA,MS,NC,SC,TN „ RA Region 4(Northeast): CT,DC,DE,IL,IN,MA,MD,ME,MI,NH,NJ,OH,PA,RI,VA,VT,WI,WV Estimated Labor Rates by Replow Pricing effective for 12 months from award date. Re ion 1(West) Rr^ don 2)Cevt;raP fla fon 1 Sf) Re ion 4 Northeast) SERVICE DESCRIPTION UOM Standard PW/Umon Standard PW/Ungon Standard PW/Union I Standard PW/Union Rates Rates Rates Rates Rates Rates Rates Rates Carpet Demolition(standard) SY $ 4.24 $ 6:29 $ 3.63 $ 5,57 $ 3.33 $ 5 20 $ 484 $ 702 Carpet Disposal ...._._., Sy „r------1.33 $ 2,81 $ -..._133 $ 2,81. $... i,33.. $. ....2.81 $ ,.. 2.20...-......... 0 a $_ 3.30 Broadloom Carpet Installation(no pattern)-- - -�� SY $. 10.59 $ 13,e2 8.17 $ lioi $ %Ba $ lo.aa S- li.zz $ 15.18 Carpet Tile Installation .µ ... ........,,,. ..-....SY m$� 9.32 . 12.39 S 7 87 ,t 10„65 ..� ._,.... ....... ...............................................�.�. " „m. 7.54 $ 10.08 $ 9 35 $..... 12.65 Carpet Border Work LF $ 3.03 $ 4.84 $ 333 s 5.20 $ 2.18 $ 3.82 '" ,,,,,,,,,,,,,,,, .-_---- ...---- ------------- .....,.,...,.,.,..,......,. ...�.......�.... ...m�., ............__------------._..----_.. _.,__- .. ,.. _„..,., _.................en..m.,................. .,. 4"Vinyl Base Installation(excludes materials) LF $ 1.63 $ 3.17 $ 151 $ 3,03 4 133 $ 2.81 $ 1.98 $ 3.24 ,...m... ,.,..,..._.. .......... ,..�.... .... -------- _.._.._..._.� 41/2"Vinyl Base Installation(excludes materials) LF $ 1.83 $ 3.57 $ 1.,69 $ 3.39 $ 1:49 $ 3.16 $ 2,22 $ 3,63 ,_...,. ......._.__._ .__.... .._ ... ,., ,. .,�.,.......................... -----. .... .�.w......_ .,_.. 6'Vinyl Base Installation(excludes materials)_ LF $ 2 02 $ 3.96 $ 1.87 $ 3..76 $ 1.65 $ 3.51 $ 2.45 $ 4.02 Transition Installation(excludes LF $ 3. �.. _ 45 $ 5.95 $ 2.72 $ ,,,,..,„ 5,08 $ 2,30 $ 4.29 $� 3.45 $ 5.95 Rubber Stair Tread,1 Piece Un 90 89 S 63.90 S 77,89 $ 63 90 -$ 77.89 $---�71,24 $--86.70 18'X18,Rubber Landing Tile Install y SF '$ 617 h. ,8 S 808 $ 688 $ 947 ,__.._„ ........_ 62 $ 617 S, 862 {. 572 5, .,...,. , VCT Installation(no pattern excludes-materials) SF $ 1.63 $ 3,17 .1,51 S .3 03 $ 1.09 $ 2.52 S 169 ,tu 3,24 LVT Installation(no pattern;excludes materials) SF $ _3.52 $ 5.44 $ 2,98 S 4 78 $ 2.85 $ 4.63 $ 3 19 5. 5 04 ......LVT/VCT Demolition(standard) ... ................. ,,,,,,,,. ._.......- ---.__SF_...$,... 0.81. $ ,,,,. .,......,. .., ..,...... _.:...........a ,... ....---- ivr%vcw..., . �._.. �. ,. z.18 $ 0,75 $ 2,10 $ 0.75 $ 2.10 $ 154 $ 2,42 T Disposal ----- -m ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,, ,, ,,, SF $ 0.,61 $ 1,94 $ 0.61 $ 1.94 $ ...062. $ ... ..,_.,,..., $ 194 $ 0.73 $ 2.29 Sheet Vinyl Demolition(standard) SY $ 752 $ 10.23 5 6.44 $ 8,94 $ 610 $ 8.53 $ 698 -$�� 9.58 Sheet Vinyl Disposal„ ------ -------- ......SY < 1.70 $ 3... m µ, ....... .............. ....... ........ _, �.........,. m .25 $ 1.70 $ 3.25 $ 1.69 $ 3.24 $ 170 $ 3.25 Sheet Vinyl Installation(no weld;cove;pattern;excludes materials) SY $ 32.19 $ 39.84 $ 27.,52 $ 34.23 S 24.05 $ 30.08 S 29,75 S 36..91 Furniture Removal and Replacement HR $ 78.65 ...$ 95,59 $ 66s5 $ 81.07 $ 60.50...$ 73.81 $ 78.65 95,59 ..................... .. ... .. .,...,,.�„ , .Furniture Lift and Carpet Removal SY $ 27.83 '$ 34.61 m,.....22 9.............28 2 �-0.25...v 0 $ 22.99 $ 2S 80 $ 24.20 $ 30.25 $ 25,41 $ 3L.70 Mmor Floor Preparation(excludes materials) HR $ 78.65 $ 95.59 $ 66.,55 $ 8L $ 60.50 $ 73.81 $ 78,.65 $ m 95 59 ...................._................., .......,......................................------. .---------------------_. ..._........,..................... .,_,....-....._...............,................................................................... ..._____........_.._._..m,,,,._ __.........-__.,.,__. ...,_..,.....,.,,m,.,,,,,,,,, Skimcoat Labor&Material(LVT requires two skimcoats) SF $ 1.93 „r 3.03 $ 1�.79 $ $ 1.60 $ 2.60 $ 1,79 $ 2.97 .... ..... __ ._„ .. .. .._.,__�...�..�. _ Moisture Testing(quantity varies based on Job size) EA $ 200 00 $ 200.00 r 200,00 N 20 $, 200.00 $ 200 00 $ 200 00 S 200 00 .,.Food Per Diem PP $ 61 68 5 8327 t 55..11 5 7 $ 54 00 $ 72 90 $ 6168 $ 83 27 Hotel/Motel Night $ 171.35 $ 231.33 $ 16534 $ 22 �'$ 164.51 $. 222.07 5 185 06 n 249 83 Mileage Reimbursement.........,w. .....w�....,,, .... ......... ._.,_Mile $ 0.86 $ 1.16 $ .. .......z .__.�.., ........- ..w.w..76 $ 0.80,76 $ 102 es not Listed HR l$ 90.00 $.,,,,.125 00 $ 60_.00; $ _8 .....55.00 $ s oa $ 7s oo S 9so0pplemental Benefit 5.su 5 HR $ zs.00 ��. zs.00 $zs oa Sz $ zs oo zs oo ''Ali labor pricing listed for regular time rates are"Not to Exceed."Overtime rates will apply for night/Saturday work at 1.5x regular time rates&Sunday/holiday at 2.0x regular time rates `•Standard job size is a minimum of 200 Sy for carpet tile&broadloom and S00 SF for resilient products.Additional charges may apply for smaller projects. "`•Assumes stairs/floors are concrete and ready to receive. '*Stair tread pricing based on average-size of tread to be determined before pricing can be finalized. **Excludes all adhesives,demo and disposal of existing finishes,extensive floor prep,union rates,and any stair nosing. **Supplemental Benefits to be utilized if prevailing wage rates exceed the labor rates listed above. **Labor/installation services are not available in Canada 2332 Docusign Envelope ID AA24E94A-07AE-4572-A706-B70B07775E42 Region 5(NY) NY Region 6(FL) FL Estimated Labor Rates by Region: Pricing effective for 12 months from award date. ..� _..-...._, Region 5(NY) Region 6(FL) I SERVICE DESCRIPTION UOM StRat Rates Rates P Rates n StRatesrd IP Rates n Carpet Demolition(standard) 7.02 $ 3.69 $ 5.17 t,,brlbr t Demolition(double stick irlstaflation) $ 7,37 $ 10.29 ............ Carpet Disposal . _._ SY $ 2.42 3.47 1,33 µm$ 2.81 Carpet Reclamation&Recycling SY $ 2.79 $ 3.42 $ 2.79 $ 3.42 Broadloom Carpet Installation no pattern) � ........ ..._. pITIT.... ( p rn) SY $ 11.50 $ 15.51 $ 7.84 $ 10.44 pattern .... m _ _ ,_. ...� Broadloom Carpet Installation wBtPw ��. $ 13.59 ti 18.26 $ 9.24 $ 12.21 ' CarpetTil (Installation SY �. ( � SY _..._.._--........ .. $ 9p98 j$ 13.19 $ 8.25 11.55 F $ 3.03 $ 4.84 $ 2.18 I$ 3.82 Carpet Border Work L mmmmm Carpet Binding _...._ _ -.... L $ 2.42 $ 3.30 $ 2.42 $ 3.30 Furnish and Install 6' Carpet Basm--_-. .....,�.�,�,, -------- ----------- WWW e ...... __...- LF $ 4.26 $ 4.99 $ 4.26 $ 4.99 _. ........ ... .,.... .. �..__...-�. _..-.. _.� .... � m - Removal and disposal of cove base LF $ 0.64 $ 0.78 $ 0.66 0.88 4 Vinyl Base Installation(exclude materials) LF $ 2.00 $ 3.61 $ 133 $ 2.81 14 1/2 Vinyl Base Installation(excludes materials) LF $ 2.24 4.06 $ 1.49 $ 3.16 4s Vinj Base Installation(excludes materials)mis) LF $ 2 48 $ 4 51 L65 i 3 52 w -w_..... - �._ ..._. ........ _.... -._. ,_.. Furnish and Install 4"Base LF $.... 3.36 $ 4.05 $ 2.64 $ 3.69 Furnish and Install 4 1/2 Base LF 3.94 $ 4.71 $ 3,00 $ 4.21 Furnish and Install . ....... _ all 6'Base _. ._..�, _ - --- LF $ 4.52 $ 5.37 $ 3.36 $ 4.73 Transition Installation(excludes materials) LF $ 3.45 $ 5.95 a 2.30 4.29 d _**Rubber Stair Tr- ,1 Piece Unit Tread, .. NC $ ..79.75 $ 96.91 $ 63.90 $ 7789 Stair Tread Installation LF 26.68 $ 37.24 .mm_ _. � $ 24.20 $ 33.88 S�a 6.22 18 iX18e Rubber Llatndmg Tile Install,,,,,,,, m.. _. _ SF y ..., $. 8.66 $ 1$61 $ 5r72 $ .... 8.08..,1 LVT Installation p ) .. m .,. - SIF 3_4 $ 54 ' $ 2.15 2.85 �A„ �(_(standard) _...... ) .a,m.., $ 0.94 $ 234 $ 0.83 $....._ 1,1.6. LVT/VCTDemoht�hopn standaredxcludesmaterrals SF-- 1 69 3 24 1 LVT/VCT Disposal SF $ 0.73 $ 2.29 $ 0.62 , 1.94 IDsnyl mosalon(standard _.._. SY.. .._�8.54 $$ ..--_ . _w SheetViny p ) _ 13.25 $ 169 $w 324 SheetVi _-� pattern;.ex �36.59 $ 45.12 � 24.05 $ 30.08 46 61 Sheet Vinyl-Flash Cove( o weld;cove; excludes materials _ .............. LF $ 18.60 $ F201 29 IT$ 13.34 $ 17.48 Sheet Vinyl Installation n ) Sheet ,, ww.. �............ .... r . _17 $ 21.29 $ 13.04 $ ...16.23 Y SheetVmyl Corners EA 16.84 Iw .._- -. Furniture Removal and Replacement HR $ 84.70 $ 102.85 $ 60.50 $ 73.81 Furniture Lift and Carpet SisInor Floor or Preparation Material clude )� SY $ 31.4670 $ 102.85 $ 660 20 $ 73 25 4 Minor Floor Preparation(excludes materials HR $ 84,70 0 0 $ 73 II1 1.93 $ 3.03 1.60 $ 2.60 ... .. � .w,,....�(LVT requires two s,krmcoats) .-....�.�...a �ww.. SF... $....-_....� �,...,.. .w� ...,..._.,.,... .. ......,.a .g up to 1/4wwwwwwm SF $ 1.43 $ 1.98 $ 1.43 $ 2.70 Self levelin ......_ .... .-...._. ............._,---._ Adhesive Removal 1.98 Install Floor Primer m �.•.SF 0.73 $ 1.00 $ 0.73...$...... 1,00.. .B-Bad' . .. __-.......�._ .. . .., ,. Bad Blast/Grind Floor SF $ 2.98 $ 4.16 u, 2 42 $ 3 41 (excludes ) $ 4 27 $ 5 56 $ 4 27 $ 5.56 Install wonmatenatlent SF _ Y � � $ 1018 $ 1183 $ 10,18 $ 11..83 Moisture Testing(quantityvaries based on lo EA $ 200.00 " _00.00 $ 20000 y200000 Moisture Mitigation(bead blast pri ,moisture mitigation& leveler) SF $ 8.42 $ 9.44 $ 4.02 $ 5.61 (Per _ .._ Food(w r Diur rat). n a n .am..._ mer ..�... .�.... ._www. ..... . .p.P.. $" 61 68 $ 83.27 $ 54.00 $ 72.90 )_.. Hotel/Motel NIGHT $ 185.06 $ 249.83 $ 16451 `� 222.07 Mileage Reimbursement MILE $....- ..mwm .... _.. 0.76 $ 1.02 $ 0 84 $ 1.1313 Hourly Rate for Services not Listed � .� HRR y $ 120.00 $ 160.00 $u 90.00 $ 130.00 Supplemental Benefits.. HR $ 25.00 $ 25.00 ;i 25.00 $ 25.00 ... ........ .�- _. -„ ...,..,. �,„ __..._.w.........-...-- .. . _....._._..... "All labor pricing listed for regular time rates are"Not to Exceed." Overtime rates will apply for night/Saturday work at 1.Sx regular time rates&Sunday/holiday at 2.Ox regular time rates **Assumes stairs/floors are concrete and ready to receive. **Stair tread pricing based on average-size of tread to be determined before pricing can be finalized. **Excludes all adhesives,demo and disposal of existing finishes,extensive floor prep,union rates,and any stair nosing. **Supplemental Benefits to be utilized if prevailing wage rates exceed the labor rates listed above. 2333 Docusign Envelope ID:AA24E94A-07AE4572-A706-B70B07775E42 Custom Options Classicbac® mmmUltraloc® $ 2.82 Backing Option Classicbac Ultraloc®MB 1.78 High performance,top-down moisture barrier Classicbac Ultraloc®MP $ 6.52 High performance,top-down moisture barrier . .•. _�_ .� . .... ...... _ r.w� Classicbac® Ultraloc°MPC $ 7.78 Attached High Perform Cushion Classicbac® Classicbac®PC __...._ ._. WWWWWWWW__ ........ $ 7.05 Attached Cushion wUltraloc® Ultraloc®MB� $ _ 1 05 'Highperformance,top-down-.,moisture barrier m $ 6.80 c®l MP l Ultraloc® Utrao 6. mm barrier . ......._ _.....� .. ..,....m �....w. ... High performance,top-downmoisture b ...... .__ww_ .—___... PC $ 7.49 Attached High Perform.Cushion Ultraloc® Ultraloc®M ..�„�.,�.... ..... ..... ...._...._... ..�wa � ........................... ..�._._......_._. .�._.. . _.� Ultraloc® Classicbac®PC $ 6.18 Attached Cushion Ultraloc MB Ultralocll MP $ 4.97 ,High performance,top-down moisture barrier .._........_ ..........-.... Ultralocm MB Ultraloc MPC $ 7.00 Attached High Perform.Cushion ® .., Ultraloc®MB Classicbac°PC $ 5.95 Attached Cushion Ultraloc®MP Ultraloc MPC $ 3.40 Attached High Perform.Cushion Ultraloc®MP Classicbac®PC $ 1 46 Attached Cushion www_�... ". ......_.........� .. .. __._...... w Classicbac®PC Ultraloc®MPC $ 1.86 lAttached High Perform.Cushion Strata W o rx® Eco W o rx® ���� 1.95 PVC-free StrataWorx® EcoLo ix® $ 6.95 Cushion b acking StrataWorx® EcoWorx®ES $ 3.93 Peel and Stick self adhesive StrataWorxO EcoLogix®ES $ 8.93 Attached Cushion Peel and Stick EcoWorx® EcoLogix® $ 5.00 Polyurethane Recycled Cushion .................. �._.. ......... -.,._—. - -..m......--------- -------.. --. ., _.. .... �... EcoWorx® EcoWorx®ES $ 2.60 Peel and Stick self adhesive _- _............... ___............. .. �..._. w 'EcoWorxm EcoLo ix®ES $ 6.98 Attached Cushion Peel and Stick EcoLogix® EcoLogix®ES $ 1.98 Attached Cushion Peel and Stick __... w.— .... ..._...... .._.......... ... Custom Color,Weight, ..�....�.... � . .._...........�ri�.. ....... _..._..ptlons Pattern,or Size up to+ $4.50 sq.Ord Custom 0 �.. *If exchange rate is ±109,16,then we will reevaluate and adjust accordingly,fir o m current value. _ *Price may vary based on the product selected and may exceed the pricing shown above. Please contact your local Shaw._. ........_. representative for exact pricing prior to submitting your purchase order. Not all styles can be made custom in all colors,weights,patterns,or sizes.Please contact your local Shaw representative for assistance. Minimums and overage requirements apply. Please contact your local Shaw representative for details. 2334 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E 061323-SII rc 1 " Solicitation Number: 061323 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219,Staples, MN 56479(Sourcewell) and Shaw Integrated and Turf Solutions, Inc., 616 E. Walnut Ave., Dalton, GA 30721(Supplier). Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21)that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit,tribal government,and other public entities located in the United States and Canada. Sourcewell issued a public solicitation for Flooring Materials with Related Supplies and Services from which Supplier was awarded a contract. Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE.This Contract is effective upon the date of the final signature below. EXPIRATION DATE AND EXTENSION.This Contract expires August 9, 2027, unless it is cancelled sooner pursuant to Article 22.This Contract allows up to three additional one-year extensions upon the request of Sourcewell and written agreement by Supplier. Sourcewell retains the right to consider additional extensions beyond seven years as required under exceptional circumstances. B. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following:Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract. Rev.3/2022 1 2335 DocuSign Envelope ID:CC604DEE-0EAE-4C93-8B4D-276CODBAD34E 061323-SII 2. EQUIPMENT, PRODUCTS,OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Supplier's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new and the current model. Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier's product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity's site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY.Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and, subject to the applicable generally published manufacturer's limited product warranty, are free from defects in design, materials, and workmanship. In addition,Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier's dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer's warranty that extends beyond the expiration of the Supplier's warranty will be passed on to the Participating Entity. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUPPLIER MAKES NO OTHER WARRANTIES FOR ANY EQUIPMENT, PRODUCTS, SERVICES, OR MATERIALS PROVIDED UNDER THIS AGREEMENT AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE. C. DEALERS, DISTRIBUTORS,AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier's authorized dealers, distributors,or resellers relative to the Equipment, Products, and Services offered under this Contract,which will be incorporated into this Contract by reference. It is the Supplier's responsibility to ensure Sourcewell receives the most current information. 3. PRICING All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier's Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity's total cost of acquisition.This means that the quoted cost is for delivered Rev.3/2022 2 2336 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E 061323-SII Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity's requested delivery location. Regardless of the payment method chosen by the Participating Entity,the total cost associated with any purchase option of the Equipment, Products,or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS.All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products,the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products. B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax- exemption certifi cation(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. Unless exempt, Participating Entity shall be responsible for all applicable taxes arising from the provision of Products, Equipment, or Services under this Contract. C. HOT LIST PRICING.At anytime during this Contract,Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. Rev.3/2022 3 2337 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E 061323-SII 4. PRODUCT AND PRICING CHANGE REQUESTS Supplier may request Equipment, Product, Service or price changes, additions, or deletions at any time.All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. Sourcewell's approval of such requests shall not be unreasonably withheld. Notwithstanding anything herein to the contrary, all Equipment, Product, and/or Service prices are subject to immediate increase without limitation in the event of material change to applicable duties, taxes,tariffs, similar charges, or other government action. This approved form is available from the assigned Sourcewell Supplier Development Administrator.At a minimum,the request must: • Identify the applicable Sourcewell contract number; • Clearly specify the requested change; • Provide sufficient detail to justify the requested change; • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition,deletion, price change); and • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion.The new pricing restatement must include all Equipment, Products, and Services offered,even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference. S. PARTICIPATION,CONTRACT ACCESS,AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education,tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract.A Participating Entity's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws.Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access.Supplier understands that a Participating Entity's use of this Contract is at the Participating Entity's sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will use commercially reasonable efforts to encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. Rev.3/2022 4 2338 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E 061323-SII R. PUBLIC FACILITIES. Supplier's employees may be required to perform work at government- owned facilities, including schools. Supplier's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT.To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier.Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number.All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however,Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract. Participating Entities and/or their authorized purchasing agent, contractor, or similar designee shall be solely responsible for noting the applicable Sourcewell contract number on all purchase orders. Supplier's acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum,the terms of which will be negotiated directly between the Participating Entity and the Supplier or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract(such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements),the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees,will not be made a party to a claim for breach of such agreement. Rev.3/2022 5 2339 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E 061323-SII D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity's requirements. E. GOVERNING LAW AND VENUE.The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed.The Account Representative will be responsible for: • Maintenance and management of this Contract; • Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year.The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, performance issues, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter,Supplier must provide a contract sales activity report(Report)to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter.A Report must be provided regardless of the number or amount of sales during that quarter(i.e., if there are no sales, Supplier must submit a report indicating no sales were made). The Report must contain the following fields: • Participating Entity Name (e.g., City of Staples Highway Department); • Participating Entity Physical Street Address; • Participating Entity City; • Participating Entity State/Province; • Participating Entity Zip/Postal Code; Rev.3/2022 6 2340 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E 061323-SII • Participating Entity Contact Name; • Participating Entity Contact Email Address; • Participating Entity Contact Telephone Number; • Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Supplier. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities.The Administrative Fee must be included in, and not added to,the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter, less any applicable taxes,freight,fees and discounts and less amounts attributable to any Services,freight, delivery installation, unpaid invoices, returned Products or materials, or credits issued. Payments should note the Supplier's name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above "Attn:Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date,the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Supplier's Authorized Representative is the person named in the Supplier's Proposal. If Supplier's Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing. Rev.3/2022 7 2341 DocuSign Envelope ID:CC604DEE-OEAE4C93-8B4D-276CODBAD34E 061323-SII 10.AUDIT,ASSIGNMENT,AMENDMENTS,WAIVER,AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5,the books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld.Any prohibited assignment will be invalid. C. AMENDMENTS.Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties. D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right.Any such waiver must be in writing and signed by the parties. E. CONTRACT COMPLETE.This Contract represents the complete agreement between the parties. No other understanding regarding this Contract,whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract,the terms of Articles 1-22 will govern. F. RELATIONSHIP OF THE PARTIES.The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses.This Contract does not create a partnership,joint venture,or any other relationship such as master-servant, or principal-agent. 11. INDEMNITY AND HOLD HARMLESS Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys'fees incurred by Sourcewell or its Participating Entities, arising out of any negligent act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s)or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell's responsibility will be governed by the State of Minnesota's Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law. Supplier shall not be liable Rev.3/2022 8 2342 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E 061323-SII hereunder for any indirect or consequential damages of any nature whatsoever, even if advised of the possibility thereof. 12.GOVERNMENT DATA PRACTICES Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, maintained,or disseminated by the Supplier under this Contract. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING,AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Supplier a royalty-free,worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell's relationship with Supplier. b. Supplier grants to Sourcewell a royalty-free,worldwide, non-exclusive right and license to use Supplier's trademarks in advertising and promotional materials for the purpose of marketing Supplier's relationship with Sourcewell. 2. Limited Right of Sublicense.The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively"Permitted Sublicensees") in advertising and promotional materials for the purpose of marketing the Parties' relationship to Participating Entities.Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quality Control. a. Neither party may alter the other party's trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos. b. Each party agrees to use, and to cause its Permitted Sublicensees to use,the other party's trademarks only in good faith and in a dignified manner consistent with such party's use of the trademarks. Upon written notice to the breaching party,the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees,will have 30 days to remove all Trademarks from signage,websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of suppliers which may be used until the next printing). Each party must return all marketing and promotional materials, including signage, provided by the other party, or dispose of it according to the other party's written directions. Rev.3/2022 9 2343 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E 061323-SII B. PUBLICITY.Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors,with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING.Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract. D. ENDORSEMENT.The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services. 14. GOVERNING LAW,JURISDICTION,AND VENUE The substantive and procedural laws of the State of Minnesota will govern this Contract.Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota. 15. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control.A party defaulting under this provision must provide the other party prompt written notice of the default. 16.SEVERABILITY If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable,or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed. 17. PERFORMANCE, DEFAULT,AND REMEDIES A. PERFORMANCE. During the term of this Contract,the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. Rev.3/2022 10 2344 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E 061323-SII 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management.The Supplier will have sixty(60) calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute,the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work,the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements,or 2. A material breach of any term or condition of this Contract. The party claiming default must provide written notice of the default,with 30 calendar days to cure the default.Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure,the non-defaulting party may: • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 18. INSURANCE A. REQUIREMENTS.At its own expense,Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A-or better, with coverage and limits of insurance not less than the following: 1. Workers'Compensation and Employer's Liability. Workers' Compensation:As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations,with coverage on an occurrence basis, and must be subject to terms no less Rev.3/2022 11 2345 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E 061323-SII broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition),or equivalent.At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury.All required limits,terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for products liability-completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired,and non-owned automobiles in limits of liability not less than indicated below.The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract,Supplier will maintain umbrella coverage over Employer's Liability, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability.The coverage may be endorsed on another form of liability coverage or written on a standalone policy.The insurance must cover claims which may arise from failure of Supplier's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data—including but not limited to,confidential or private information,transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the in%jrance required under this Rev.3/2022 12 2346 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E 061323-SII Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract.The certificates must be signed by a person authorized by the insurer(s)to bind coverage on their behalf. Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Supplier, and products and completed operations of Supplier.The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable,and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors.The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors.Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION.The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention. 19.COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities. Rev.3/2022 13 2347 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E 061323-SII 20. BANKRUPTCY, DEBARMENT,OR SUSPENSION CERTIFICATION Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing. Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota;the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to "federal"should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Supplier's Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor."The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT,AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of$2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to Rev.3/2022 14 2348 DocuSign Envelope ID:CC604DEE-OEAE-4C93-BB4D-276CODBAD34E 061323-SII laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week.The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation.The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination.The non-federal entity must report all suspected or reported violations to the federal awarding agency.The contracts must also include a provision for compliance with the Copeland "Anti-Kickback"Act(40 U.S.C. §3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States").The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction,completion, or repair of public work,to give up any part of the compensation to which he or she is otherwise entitled.The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions. C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT(40 U.S.C. § 3701-3708).Where applicable, all contracts awarded by the non-federal entity in excess of$100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§3702 and 3704, as supplemented by Department of Labor regulations(29 C.F.R. §5). Under 40 U.S.C. §3702 of the Act,each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week.The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous.These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACTOR AGREEMENT. If the federal award meets the definition of"funding agreement" under 37 C.F.R. §401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that"funding agreement,"the recipient or subrecipient must comply with the requirements of 37 C.F.R. §401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. Rev.3/2022 15 2349 DocuSign Envelope ID:CC604DEE-OEAE4C93-8B4D-276CODBAD34E 061323-SII E. CLEAN AIR ACT(42 U.S.C. § 7401-7671Q.)AND THE FEDERAL WATER POLLUTION CONTROL ACT(33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of$150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387).Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689).A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management(SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189)and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension."SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI-LOBBYING AMENDMENT,AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract,grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with,the Byrd Anti-Lobbying Amendment(31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS.To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333.The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE.To the extent applicable,Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. Rev.3/2022 16 2350 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E 061323-SII J. BUY AMERICAN PROVISIONS COMPLIANCE.To the extent applicable,Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS(2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier's discharge of its obligations under this Contract for the purpose of making audits, examinations,excerpts, and transcriptions.The right also includes timely and reasonable access to Supplier's personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act.The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency(EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds$10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. M. FEDERAL SEAL(S), LOGOS,AND FLAGS.The Supplier cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval. N. NO OBLIGATION BY FEDERAL GOVERNMENT.The U.S.federal government is not a party to this Contract or any purchase by a Participating Entity and is not subject to any obligations or liabilities to the Participating Entity,Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user. 0. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS.The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements)applies to the Supplier's actions pertaining to this Contract or any purchase by a Participating Entity. P. FEDERAL DEBT.The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments. Q. CONFLICTS OF INTEREST.The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to Rev.3/2022 17 2351 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E 061323-SII the anticipated work under this Contract raises an actual or potential conflict of interest(as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell,and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested. R. U.S. EXECUTIVE ORDER 13224.The Supplier,and its subcontractors, must comply with U.S. Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism. S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT.To the extent applicable,Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216. T. DOMESTIC PREFERENCES FOR PROCUREMENTS.To the extent applicable,Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322. 22. CANCELLATION Sourcewell or Supplier may cancel this Contract at any time,with or without cause, upon 60 days'written notice to the other party. However,Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier's Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell Shaw Integrated and Turf Solutions, Inc. E E By: a sa ux ti Rc016489_ By: WK5M.4211 Jeremy Schwartz James L. Kirkpatrick Title: Chief Procurement Officer Title:Vice President 8/4/2023 1 2:10 PM CDT 8/7/2023 1 4:23 AM PDT Date: Date: Approved:. Rev.3/2022 18 2352 DocuSign Envelope ID:CC604DEE-0EAE-4C93-6B4D-276CODBAD34E 061323-SII rrIIDoccuSiguuod by; (Wit l v d°F d'itl'�lhddlff 9445�9..., By: Chad Coauette Title: Executive Director/CEO 8/7/2023 1 6:57 AM CDT Date: Rev.3/2022 19 2353 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E I FP 061323 - Flooring Materials, with Related Supplies and Services Vendor Details Company Name: Shaw Integrated and Turf Solutions,Inc. Does your company conduct business under any other name?If Shaw Integrated Solutions yes,please state: 616 E.Walnut Ave. Address: Dalton,Georgia 30721 Contact: Nick Peters Email: nick.peters@shawinc.com Phone: 202-315-8162 HST#: 874486016 Submission Details Created On: Thursday May 11,2023 09:00:03 Submitted On: Tuesday June 13,2023 08:17:35 Submitted By: Nick Peters Email: nick.peters@shawinc.com Transaction#: fce40d84-f674-46db-b1b3-92744fe5d2fc Submitter's IP Address: 136.226.3.98 Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2354 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E Specifications Table 1: Proposer Identity&Authorized Representatives General Instructions(applies to all Tables)Sourcewell prefers a brief but thorough response to each question.Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank;respond"N/A"if the question does not apply to you(preferably with an explanation). Line Item Question Response" 1 Proposer Legal Name (one legal entity only): Shaw Integrated and Turf Solutions, Inc. (In the event of award, will execute the resulting contract as "Supplier") 2 Identify all subsidiary entities of the Proposer Not applicable whose equipment, products, or services are included in the Proposal. 3 Identify all applicable assumed names or DBA Not applicable names of the Proposer or Proposer's subsidiaries in Line 1 or Line 2 above. 4 Provide your CAGE code or Unique Entity 4BU82 Identifier (SAM): 5 Proposer Physical Address: 616 E Walnut Ave. Dalton, GA 30721 8 Proposer website address (or addresses): www.shawconbEct.com www.patcraft.com www.philedelphiacommercial.com 7 Proposer's Authorized Representative (name, James L. Kirkpatrick title, address, email address & phone) (The Vice President representative must have authority to sign jim.kirkpatrick@shawinc.com the "Proposer's Assurance of Compliance" on 706-532-2913 behalf of the Proposer and, in the event of award, will be expected to execute the resulting contract): 8 Proposer's primary contact for this proposal Nick Peters (name, title, address, email address & phone): VP of Healthcare and Public Sector Global Accounts Nick.peters@shawinc.com 202-315-8162 9 Proposer's other contacts for this proposal, if Lindsay Waters any (name, title, address, email address & Government & Education Business Solutionist - Shaw Integrated Solutions phone): lindsay.waters@shawinc.com 770-276-7504 Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2355 DocuSign Envelope ID:CC604DEE-OEAE4C93-8B4D-276CODBAD34E Table 2A: Depth and Breadth of Offered Equipment Products and Services Vim Wlues0o� f�espooso 10 Provide a detailed description of the We offer a variety of products to you including: products, and services that you are offering Carpet tile in your proposal. Broadloom LVT Resilient sheet - Engineered hardwood - Ceramic tile - Porcelain tile Flooring hybrids - Rugs - Walk-off mats Accessories and Adhesives Additionally, we provide you with seamless turnkey services through our project management division, Shaw Integrated Solutions (SIS). They have managed more than 150,000 projects since the division's inception in 2001. Through this group, you will be assigned a single point of contact who will manage your orders, shipments, inventory and reporting. 11 What levels of service (material only, turnkey, We will provide you with material and turnkey labor services through our project other) are being proposed? management division, Shaw Integrated Solutions. 12 Does the response include installation Yes. A services? 13 If the answer to Line #12 above is Yes, Please see below responses. describe in detail the following elements (Lines #14-16) of installation services. 14 How does the Participating Entity select an We partner with an installer based on their level of service and performance quality. installer? Shaw has a diverse portfolio of installation providers from various socio-economic statuses. In order to continuously support new business and meet the needs of our customers, we frequently add new installation partners to our portfolio. Shavils installation providers are required to have the following: • Active insurance policy with minimum coverage requirements • Warranty on labor • Jobsite code of conduct • E-verification of employees 15 How does Proposer ensure installers are Shaws installation services are managed by Shaw Integrated Solutions (SIS). SIS trained, experienced, and fully licensed within works with more than 500 installation providers across the country. SIS makes jurisdictions where work is performed? every effort to partner with installation providers that have established relationships with the end user. Prior to utilizing the installation provider, they are thoroughly vetted by SIS. Each installation provider must certify their strict compliance with Shaw's installation instructions and Carpet $ Rug Institute (CRI) guidelines. The CRI guidelines are the industry's gold standard for commercial carpet installation. Each installation provider is required to have a minimum of five years of experience in commercial carpet installation. They are also required to obtain any government licenses, permits, certificates and approvals necessary for the performance of this contract. All installation providers are required to maintain current insurance coverage, comply with E-Verify requirements & must provide SIS with current contractor license numbers and expiration dates (as applicable) on each proposal submitted to SIS for service under the contract. 16 Does Proposer have a standard installation We aim to make purchasing and project completion easy for your members. We agreement it will require Participating Entities can service Sourcewell members without needing additional paperwork by utilizing to use? If so, please upload a copy with our SIS division. SIS will internally manage the completion of proper documents for response. our installation partners and authorized sellers. Examples of these forms are attached. Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2356 DocuSign Envelope ID:CC604DEE-OEAE4C93-8B4D-276CODBAD34E Table 213: Depth and Breadth of Offered Equipment Products and Services Indicate below if the listed types of products or services are offered within your proposal.Provide additional comments in the text box provided,as necessary. Line tem Category or Type Offered Comments 17 Resilient r Yes r No 18 Ceramic r• Yes Shaw's ceramic flooring offering will be r No available in 2024. 19 Porcelain Tile r Yes Shaw's porcelain flooring offering will be r No available in 2024. 20 Wood r Yes We offer engineered wood. r No 21 Hardwood r Yes r No 22 Laminate r Yes We offer commercial grade resilient LVT r No 23 Rubber r Yes r. No 24 Vinyl r. Yes We offer commercial grade resilient LVT„ r No 25 Broadloom r. Yes r No 26 Carpet Tile r Yes r No 27 Epoxy r Yes r No 28 Flooring hybrids r Yes r No 29 Floor mats r: Yes r' No 30 Rugs r Yee r No 31 Supplies related to the removal, r. Yes installation, maintenance, restoration, and r No cleaning of flooring materials complementary to the offering above (Lines #17 - 30) 32 Services related to the removal (including a Yes take back and recycling), installation, r No maintenance, restoration, and cleaning of flooring materials complementary to the offering above (Lines #17 - 30) Table 3: Pricing Offered Line Item The Pricing Offered In this Proposal is: Comments 33 'c better than the Proposer typically offers to GPOs,cooperative procurement organizations,or state purchasing departments. Table 4: Pricing and Delivery Provide detailed pricing information in the questions that follow below.Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as described in the RFP,the template Contract,and the Sourcewell Price and Product Change Request Form. Item lag, on Response" Line Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2357 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E 34 Describe your pricing model (e.g., line-item discounts or We value the buying power of Sourcewell and that value is reflected product-category discounts). Provide detailed pricing data in the pricelist we created. It includes line-item discounts generated (including standard or list pricing and the Sourcewell to be competitive while delivering the best value to the member. To discounted price) on all of the items that you want simplify our extensive offering, we have created a special price list Sourcewell to consider as part of your RFP response. If that is easy for you and your members to understand that includes applicable, provide a SKU for each item in your proposal. columns for the list price, the discount, and the member price. Upload your pricing materials (if applicable) in the Additionally, we have included the product name and style number document upload section of your response. but not a specific SKU; a SKU would be specific to the selected color, and there is no price change based on color. 35 If Proposer is including installation services within its Shaw works with more than 500 flooring installation providers proposal, please describe how installation services will be nationwide to provide turnkey services for our customers. We priced, including applicable labor rates that may apply. How 'communicate with our installation providers on a regular basis to will Proposer address any prevailing wage requirements of ensure that we are providing our customers with labor rates which Participating Entities? are both competitive in the local market and sustainable for our installation providers. We have divided the country into 5 distinct regions to provide competitive, local labor rates for all of the customers within any given region. Our labor rates are based on the unit of measure for each individual service required for a job. We work with our installation providers to ensure that the unit-based pricing meets any hourly prevailing wage requirements. In the event where prevailing wage requirements exceed the maximum labor rates on the contract, we have a supplemental benefits line to compensate the installation providers any difference to meet their prevailing wage requirements. 36 Quantify the pricing discount represented by the pricing Your proposed products are priced with a percentage discount from proposal in this response. For example, if the pricing in list price. The percentage discount range is 17.73-39.41% your response represents a percentage discount from MSRP or list, state the percentage or percentage range. 37 Describe any quantity or volume discounts or rebate Our pricing contains a 17.73-39.41% discount range. Additionally, ,. programs that you offer. volume discounts may be considered case by case. 38 Propose a method of facilitating "sourced" products or At Shaw, we strive to meet our client's ever-changing demands. related services, which may be referred to as "open Sometimes this means we must find innovative solutions, products, market" items or "nonstandard options". For example, you and services to complete a project. If Shaw or SIS does not have may supply such items "at cost" or "at cost plus a a viable solution, we will work diligently with our service partner to percentage," or you may supply a quote for each such source one. In this case, we would offer a cost-plus model to stay request. within fair market value. 39 Identify any element of the total cost of acquisition that is The proposed pricing is not inclusive of use tax which is imposed NOT included in the pricing submitted with your response. upon the contractor for turnkey installation as this can vary This includes all additional charges associated with a depending on the project location. For these projects, Shaw will purchase that are not directly identified as freight or seek reimbursement of the use tax paid from the Participating Entity.. shipping charges. For example, list costs for items like pre- delivery inspection, installation, set up, mandatory training, Additionally, Accessorial Fees are required additional freight charges or initial inspection. Identify any parties that impose such that can be applied for any of the following reasons: costs and their relationship to the Proposer. • Residential Delivery - $300.00 + Standard Freight Charges • Job Site Fees - $75.00 + Standard Freight Charges • Liftgate - $75.00 + Standard Freight Charges • Pallet Jack - $75.00 + Standard Freight Charges • Redelivery - $75.00 + Standard Freight Charges • Storage Fees - $10.00 per piece/rolVtube/pallet per week after 2 weeks (10 business days) in warehouse. Job Site Fees A job site fee will be charged for any non-standard delivery. These charges will be applied as follows: $75.00 will be charged for the initial delivery. Additional fees of$55.00 per hour could apply if the delivery is delayed and will be left to the discretion of the regional distribution center management. • Examples: New construction, apartment complexes, hotels, restaurants, etc. 40 If freight, delivery, or shipping is an additional cost to the The cost of freight is not included in the provided material prices. Sourcewell participating entity, describe in detail the Freight is calculated per unit of measure based on the following complete freight, shipping, and delivery program. parameters: • Truckload or Less-than-a-Truckload per shipment • Location (zip code) • Delivery dates Base rate with fuel surcharge or fixed fee • If fixed fee, length of time rates is to be held Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2358 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E 41 Specifically describe freight, shipping, and delivery terms or Shaw uses partner carriers to deliver to Hawaii, Alaska, and programs available for Alaska, Hawaii, Canada, or any Canada. For Hawaii customers, our Los Angeles distribution center offshore delivery. delivers the product to our partner's dock and is shipped twice a week. For Alaska customers, our Seattle distribution center delivers the product to our partner's dock and ships twice weekly to Alaska. Shaw ships to Canada daily from our North Georgia hub distribution centers using our core partner carrier, which has terminals in all major cities in Canada. 42 Describe any unique distribution and/or delivery methods or If an area is determined to not be accessible with a Shaw truck, options offered in your proposal. the Shaw RDC can set up a "hot shot" carrier which is a smaller box truck for an additional cost to the customer. Expedited deliveries can be arranged for additional charges. Table 5: Payment Terms and Financing Options Line Item 'Question Response 43 Describe your payment terns and accepted payment Our payment terns are Net 30. We accept the following payment methods. methods: • Check • Credit card • Wire transfer 44 Describe any leasing or financing options available for use We do not have any leasing or financing options available. by educational or governmental entities. 45 Describe any standard transaction documents that you For each project, Shaw will provide the customer with a formal propose to use in connection with an awarded contract proposal/quote outlining all of the project details and pricing. Each (order fortes, terms and conditions, service level proposal contains terms & conditions of sale that are necessary for agreements, etc.). Upload a sample of each (as a successful turnkey project. Any additional transaction documents applicable) in the document upload section of your required by the customer will be managed on a project-by-project response. basis. We have included an example project proposal with our submission. 46 Do you accept the P-card procurement and payment Yes, Shaw does take P-Cards as a form of payment. There is a process? If so, is there any additional cost to Sourcewell 2.5% processing fee required unless otherwise determined by state participating entities for using this process? law. Table 6:Audit and Administrative Fee Line Question Response Item 47 Specifically describe any self-audit process or program that you Before installation partners are able to sell to a Sourcewell plan to employ to verify compliance with your proposed Contract member, Shaw requires them to sign a dealer participation with Sourcewell. This process includes ensuring that Sourcewell agreement agreeing to abide by the terms of the Sourcewell participating entities obtain the proper pricing, that the Vendor contract. Each authorized installation partner is required to reports all sales under the Contract each quarter, and that the place their orders through Shaw Integrated Solutions (SIS) to Vendor remits the proper administrative fee to Sourcewell. Provide ensure contract compliance and the correct pricing is used. sufficient detail to support your ability to report quartedy sales to This process also ensures that the orders are properly Sourcewell as described in the Contract template. coded for reporting and the accrual of the required administrative fee is included. 48 If you are awarded a contract, provide a few examples of internal We will track the following metrics to measure whether we metrics that will be tracked to measure whether you are having are having success with the contract: success with the contract - On time in full metrics - Contract compliance - Quality of installation • Accurate reporting of sales Accurate rebate payment - Success of promoting contract to increase contract use • Customer satisfaction survey - Sustainability metrics (landfill diversion, reclamation) 49 Identify a proposed administrative fee that you will pay to The proposed administrative fee is 2%. Sourcewell for facilitating, managing, and promoting the Sourcewell Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor's sales under the Contract or as a per-unit fee; it is not a line-item addition to the Member's cost of goods. (See the RFP and template Contract for additional details.) Table 7: Company Information and Financial Strength Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2359 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E Line tf6R1"am QueoffOn t pAr1 50 Provide a brief history of your company, Shaw started in 1946 as Star Dye Company, a small business that tufted scatter including your company's core values, rugs. In 1967, Shaw developed a holding company to purchase Philadelphia Carpet business philosophy, and industry longevity Company, established in 1846. Within a year, Shaw included Star Finishing in the related to the requested equipment, products portfolio, marking the company's first move into carpet manufacturing. By 1971, the or services. holding company had gone public as Shaw Industries, Inc. Shaw began a new chapter in its history in 2001. It became a wholly owned subsidiary of Berkshire Hathaway, Inc. Today, Shaw has more than 20,000 associates worldwide, bound by a shared vision to create a better future for our peopte and our customers. Our mission, "Great People. Great Products. Great Service. Always.", has driven us to dive deeper to create top flooring solutions that will serve our customer's needs. Combining deep market knowledge with new ways of thinking, we drive innovation into our business and set the standard for next-generation manufacturing. Shaw supplies carpet, resilient, hardwood, laminate, tile and stone flooring products, and synthetic turf to residential and commercial markets worldwide. Shaw's headquartered in Dalton, Ga., with offices throughout the U.S., Australia, Belgium, Brazil, Canada, Chile, China, India, Mexico, Singapore, United Arab Emirates, and the United Kingdom. These communities are home to our salesforce and brand showrooms. Voted Forbes' 2023 Best Employer for Diversity, Shaw is proud to foster an inclusive work environment that empowers our associates to create a better future for our people, customers, and communities. 51 What are your company's expectations in the We hope to be Soumewell's first, best choice for all future flooring projects. Our event of an award? vast network of more than 400 Account Managers will stay in communication with you to keep you updated on any new flooring products, solutions and trends that would benefit your flooring program. 52 Demonstrate your financial strength and We are a financially secure, wholly owned Berkshire Hathaway subsidiary with $7 stability with meaningful data. This could billion in annual revenues and more than 56 years of experience. We have attached include such items as financial statements, Berkshire Hathaway's annual report with our response. In addition, we are happy to SEC filings, credit and bond ratings, letters provide our Shaw specific financials upon receipt of a non-disclosure agreement of credit, and detailed reference letters. from you. Upload supporting documents (as applicable) in the document upload section of your response. 53 What is your US market share for the For more than 20 years, Shaw and Sourcewell have had a successful partnership solutions that you are proposing? providing flooring solutions across the US. As the largest carpet manufacturer in the world and your largest flooring partner, we are positioned perfectly to provide products and services to your members. Shaw will be more than happy to provide our market share with a fully executed NDA. 54 What is your Canadian market share for the For more than 20 years, Shaw and Sourcewell have had a successful partnership solutions that you are proposing? providing flooring solutions across Canada. As the largest carpet manufacturer in the world and your largest flooring partner, we are positioned perfectly to provide products and services to your members. Due to being a privately held subsidiary of Berkshire Hathaway, we are unable to share our Canadian market share. However, Shaw will be more than happy to provide our market share with a fully executed NDA. 55 'Has your business ever petitioned for No. bankruptcy protection? If so, explain in detail. 56 How is your organization best described: is Shaw is a flooring manufacturer and flooring pnstallation service provider. We employ it a manufacturer, a distributoddealedreseller, hundreds of full-time associates throughout North America who can provide you with or a service provider? Answer whichever on-site assistance, product consultation and any updates about flooring solutions we question (either a) or b) just below) best can provide you with. applies to your organization. a) If your company is best described as We also provide installation and project management services through our Shaw a distributor/dealer/reseller (or similar entity), Integrated Solutions (SIS) team. They utilize our nationwide network of thousands of provide your written authorization to act as a dealer partners to provide quality installation services. Our depth of service after the distributor/dealedreseller for the manufacturer Isale includes: of the products proposed in this RFP. If More than 400 Account Managers for local support in your member's regions applicable, is your dealer network • Customer service phone support independent or company owned? • Technical service phone support b) If your company is best described as On-site technical service and training a manufacturer or service provider, describe • On-site maintenance training your relationship with your sales and service Online maintenance and installation guidelines force and with your dealer network in • Online video training guidelines delivering the products and services Industry leading warranties proposed in this RFP. Are these individuals your employees, or the employees of a third party? 57 Provide all "Suspension or Debarment" Not applicable. information that has applied to ynur organization during the past ten years. Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2360 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E Table 8: Industry Recognition&Marketplace Success ILtn ii Question Response 58 Describe any relevant industry awards or Please see below for a list of rewards from the last five years: recognition that your company has received in the past five years. 2023: • America's Greatest Workplaces for Diversity Best Employer for Diversity Dealer's Choice • Silver Edison Award • Supplier Best Product Award • Trailblazer Award 2022: • Trailblazer Award • Award of Excellence Best Employer for Diversity • Dealer's Choice • Great Place to Work® Canada • GreenStep Award International Winner • GreenStep Award - People Winner • GreenStep Award - Pinnacle Honoree (Recognized for Shaves Shaw's EcoWorx® carpet tile which was the first product in the built environment to be certified to the most rigorous Cradle to Cradle Product Standard to date, version 4.0.) • GreenStep Award - Product Honoree (Recognized for Introducing a new product innovation, ReWorxTm. made of 100% PET, including 30% post-consumer plastic bottles) • Innovation by Design Award • ReCo - Carpet (Shaw voted #1 in 7 our of 8 categories including service, quality and consumer preference.) • ReCo - Hardwood (Shaw voted #1 in all categories including service, quality and consumer preference.) ReCo - LVT/ Rigid Core (COREtec voted #1 in 6 of 8 categories including quality, service and consumer preference. Shaw Floors voted #1 in price and product availability.) • Shipper of Choice • St. Jude Organizational Support Award 2021: • 50 Best Companies to Sell For • A+ Product Finalist, Sustainable Design A+ Product Winner, Commercial & Residential Carpet • A+ Product Winner, Healthcare • Award of Excellence (Carpet, LVT, Hardwood, WPC/Rigid Core, Hybrid) • Best of NeoCon Gold, modular carpet category Best of NeoCon Silver, broadloom carpet category • Best of NeoCon Silver, modular carpet category Best of NeoCon, innovation category Best of NeoCon, sustainability category Business Leader Award - Shaw Contract Dealer's Choice GreenStep Award - International Winner (tie) • GreenStep Award - People Honoree • GreenStep Award - Pinnacle Winner * GreenStep Award - Practice/Process Winner • ReCo - Carpet, Hardwood, LVT/Rigid Core 2020: • 50 Best Companies to Sell For - #16 • America's Best Employers for Diversity 2020 - #454 • Award of Excellence (Shaw brands voted best overall in carpet, hardwood and luxury vinyl tile) • GreenStep Environmental Awards Program Top 250 Design Survey - Second Place • Top 250 Design Survey - Service: Shaw Contract 3rd Quality: Shaw Contract 1st Design: Shaw Contract 1st Performance: Shaw Contract 3rd Value: Shaw Contract 4th • Top 250 Design Survey - Shaw Contract 1st in Service, Quality, Design, Performance, and Value • Top 250 Design Survey -Carpet: Shaw Contract 1st Ceramic Flooring: Shaw Contract 4th Resilient Flooring: Shaw Contract 2nd • WELL Platinum Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2361 DocuSign Envelope ID:CC604DEE-OEAE4C93-8B4D-276CODBAD34E 2019: • 50 Best Companies to Sell For • America's Best Employers for Diversity • GreenStep Award - People Winner • GreenStep Award - Pinnacle Winner (tie) • GreenStep Award - Practice/Process Winner • Innovative Vendor Partner of the Year IIDA/HD Product Design Competition — Best Carpet/Rugs — Community Contract's Best of NeoCon Award — Silver, Modular Flooring — Suited • Mixology Award — Product of the Year, Flooring — Inside Shapes • IIDA GlobalShop Product Design Competition — Best Flooring — Natural Choreography 59 What percentage of your sales are to the 2020: 7% governmental sector in the past three years? 2021: 6% 2022: 6% 60 What percentage of your sales are to the 2020: 14% education sector in the past three years? 2021:14% 2022: 13% 61 List any state, provincial, or cooperative We currently have the following state contracts with the below ranges of sales purchasing contracts that you hold. What is volumes: the annual sales volume for each of these Kentucky: $700,000 - $800,000 per year contracts over the past three years? • Massachusetts: $30,000 - $40,000 per year • Pennsylvania: $800,000 - $900,000 per year • Alaska: $500,000 - 600,000 per year • Connecticut: $125,000 - $150,000 per year • Florida: $8,500,000 - 9,000,000 per year • Iowa: $50,000 - $60,000 per year Louisiana: $40,000 - $50,000 per year Michigan: $3,500,000 - $4,000,000 per year • Missouri: $200,000 - $250,000 • New Jersey: $950,000 - $1,000,000 per year • New York: $750,000 - $1,000,000 per year • North Carolina: $3,300,000 - $3,500,000 per year • Ohio: $5,000,000 - $5,100,000 per year • Oregon: $4,200,000 - $4,500,000 per year • Tennessee: $650,000 - $700,000 per year • Utah: $2,700,000 - $3,000,000 per year • Washington: $35,000 - $40,000 per year 62 List any GSA contracts or Standing Offers We are currently on contract with Soureewell, as well as the following entities: and Supply Arrangements (SOSA) that you • Keystone Purchasing Network - KPN hold. What is the annual sales volume for • Massachusetts Higher Education Consortium -MHEC each of these contracts over the past three • Panhandle Area Educational Consortium - PAEC years? Purchasing Association of Cooperative Entities - PACE • Purchasing Cooperative of America - PCA • CMAS • OMNIA • Texas Buyboard • IPHEC The above entities do not publish sales figures and have entrusted us to maintain their confidentiality. We are committed to maintain the integrity of all our confidentiality agreements with these entities and are unable to share this Information without an executed NDA. Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2362 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E Table 9: Top Five Government or Education Customers Line Item 63. Provide a list of your top five government,education,or non-profit customers(entity name is optional)to whom you have provided equipment,products,or services similar to the solutions sought in this RFP, including entity type,the state or province the entity is located in,scope of the project(s),size of transaction(s),and dollar volumes from the past three years. DollEntity Name Entity Type Pr nce Scope of Work ` Size of Transactions Yea Volume Past Three Sourcewell Government Minnesota-MN Flooring Material and Full This varies per order 2022: $22,163,764.95 Turnkey material and installation 2021: $21,067,551.36 services. 2020: $16,153,195.83 State of Florida Government Florida-FL Flooring Material and Full Confidential Confidential Turnkey material and installation ' services. State of Ohio Government Ohio-OH Flooring Material and Full Confidential Confidential Turnkey material and installation services. State of Government Georgia-GA Flooring Material and Full Confidential Confidential Georgia Turnkey material and installation services. University of Education California-CA Flooring Material and Full Confidential Confidential California Turnkey material and installation services. Table 10. References/Testimonials Line Item 64.Supply reference information from three customers to whom you have provided equipment, products,or services similar to the solutions sought in this RFP and who are eligible to be Sourcewell participating entities. Entity Name Contact Name' Phone Number' County of Riverside Jamie Garcia 951-204-9876 GP Land Corporation Josh Reinhard 585-637-2828 State of Florida Joseph Thomas 850-488-8367 Table 11:Ability to Sell and Deliver Service Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada,as applicable. Your response should address in detail at least the following areas: locations of your network of sales and service providers,the number of workers(full-time equivalents)involved in each sector,whether these workers are your direct employees(or employees of a third party),and any overlap between the sales and service functions. Line]'Question Response*' Ite 65 Sales force. Shaw Industries has been named in Selling Power magazine's 50 Best Companies to Sell For in 2022, marking the 19th consecutive year. We are proud to have been ranked No. 10 and are the only flooring company recognized in the top 20. Our salesforce includes more than 400 account managers throughout North America and Canada, led by Regional and Divisional Vice Presidents and supported by our National and Global Account Specialists. Most of our account managers have been with Shaw since the conception of our commercial brands with over 20 years of commercial flooring expertise, and our new sales associates are provided robust training throughout their careers. For 19 consecutive years, Shaw has received Training magazine's Training APEX Awards (formerly known as Training 100)! Our field hire and new hire training ensures your clients receive the highest service level. While our team is highly trained and knowledgeable, we also offer additional resources in technical support, product maintenance, digital tools, marketing materials, warranty services, and sustainability innovation. With the client experience as a top priority, our sales force is positioned in all local markets to support members of all sizes. 66 Service force. Shaw is offering fully turnkey service and project management. A Shaw associate will handle all aspects of the project from ensuring product availability to coordinating service providers for installation. The Shaw project manager will be the single point ' of contact on every project. In order to accommodate installation, Shaw will hire vetted installation providers to complete the project. Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2363 DocuSign Envelope ID:CC604DEE-OEAE-4C93-BB4D-276CODBAD34E 67 Dealer network or other distribution Shaw has more than 500 installation partners located throughout North America. If methods. turnkey service is requested, we will select the dealer based on their ability to provide all of the necessary services for the specific project. With more than 20,000 dealer partners, we are able to pick the best dealer for your members' projects. Additionally, Shaw owns and operates the largest private trucking fleet in the flooring industry comprised of 800 trucks and 3,000 trailers. We also have distribution centers located across North America allowing us to stock material in closer proximity to your member's project locations. Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2364 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E 68 Describe in the detail the ordering When you select Shaw and the prc ect management services we are proposing, you process, including the respective roles of receive a .streamlined order proem. Working with you, we will develop standards to distributors„ dealers, or others (including ensure branding consistency, You receive a dedicated single poet of contact ('SPOC) sub-contractors) In providing solutions to who will manage all of your orders and shipments who Is an expert on your aunt. Participating Entities. This may include a We have a cDmprehensive ordering process for each We of flooring transaction: step by step process identifying who is Material-only orders, Turnkey orders, and Dealer Mateft-only orders. The process for responsible for meeting the needs of the each of these is as follows: Participating Entity at each stage of delivery. Material Only Orders • Customer smalls SIS with order request listing customer information, bill to address, job name, product name and style number, adhesive and requested quantities. SPOC will create a proposal to send to the customer for review. If the proposal is accepted, the customer will now issue a formal purchase order back to their SPOC. • SPOC will process the order and email the customer with an order confirmation and live order tracking link. Material is shipped to customer. • Customer is invoiced and pays Shaw Integrated Solutions (SIS) per the instructions on the invoice. Turnkey Orders • Customer smalls SPOC with order request listing customer information, bill to address, job name, product name and style number, adhesive and requested quantities. The installation vendor can send this as well if they are working directly Wth the customer. • Installation vendor provides labor quote. • SPOC creates a turnkey proposal and sends to the customer. If the customer accepts the proposal, the customer will issue a formal purchase order and send it back to the SPOC. • SPOC processes the order and smalls customer and installer with stock/backorder information, along with an order confirmation and live order tracking link. • Material Is shipped out to the Installation vendor or customer. • SPOC sends installation vendor the work order and work release forms. • Once job is complete, the signed work order and customer work release are sent to SIS. • SIS pays the Installation vendor. • SPOC sends the customer their invoice and customer pays invoice per instructions on the invoice. Dealer Material Only Orders • The dealer sends the customer proposal for material and labor services (if needed). •The dealer sends SIS a PO for "material only" (This is for reporting to Sourcewetl)„ Dealer must sign a dealer participation agreement, if one is not on file, SIS will provide.) • Dealer PO must have the following information: - Sourcewell Member number and member name - Shaw Industries Contract # • SIS processes the order and smalls the dealer with stock/backorder information, along with an order confirmation and live order tracking link. • Dealer is invoiced for Shaw material. We have six SIS points of contacts for different regions: - Chad Cloer - Central Email: chad.doer@shawinc.com Phone: 706-532-7411 - Rosio (Rosie) Hernandez - Southeast Email: rosio.hemandez@shawinc.com Phone: 770-276-7511 Crystal Zachary - New York ✓f< Florida Email: crystalzachery@shawinc.com Phone: 706-276-7509 - Sarah Pickett - Western Canada Email: sarah.pickett@shawinc.com Phone: 706-532-7481 - Shelli Warren - California Email: shelli.warren@shawinc.com Phone: 706-428-3293 Sean Carter - Northeast Email: rahsean.carter@shawinc.com Phone: 706-532-7568 Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2365 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E 69 Please describe the relationship between Shaw has long-term relationships, some spanning more than 25 years, with more Proposer any distributors, dealers, or than 500 dealers and subcontractors across North America. We work closely with others (including sub-contractors). them, so we are able to select which dealer or subcontractor is best to choose for your members installation projects. 70 Describe in detail the process and Shaw's responsibility to provide our clients with excellent product is only matched by procedure of your customer service our dedication to provide outstanding service. Our customer service mission is to be program, if applicable. Include your a world-dasss customer service organization driven to exceed customer expectations. response-time capabilities and From the pre-gander process through installation and aftermarket service, Shaw commitments, as well as any incentives representatives are available to assist every step of the way. that help your providers meet your stated service goals or promises. Customer Service Hours and Access Each client has access to Shaw's customer service team by phone, Monday through Friday, between the hours of 8:00 am and 8:00 pm Eastern Time, as well as via Shaw Online — an Internet portal from which account information can be accessed and orders placed and tracked. Shaw Online is available 24 hours a day, 7 days a week. Additionally, we assign a dedicated contract team that will work closely with Sourcewell to ensure contract compliance, accurate reporting, and updated product 'lists to ensure your members have access to all Shaws flooring products and installation services. 71 Describe your ability and willingness to We currently provide products and services to your members in the United States. provide your products and services to Sourcewell participating entities in the United States. 72 Describe your ability and willingness to We provide Sourcewell agencies in Canada with the same level of service as the provide your products and services to United States, with the exception of installation services. Sourcewell participating entities in Canada. 73 Does Proposer intend to serve nonprofit Yes. agencies if awarded a contract? 74 Identify any geographic areas of the United We will serve all areas in the United States or Canada through the proposed contract States or Canada that you will NOT be fully serving through the proposed contract. 75 Identify any Sourcewell participating entity We will serve all sectors. sectors (i.e., government, education, not-for- profit) that you will NOT be fully serving through the proposed contract. Explain in detail. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 76 Define any spedfic contract requirements Contract requirements for Hawaii, Alaska and US Territories are the same as the or restrictions that would apply to our contiguous United States. However, full turnkey services are unavailable for these a, participating entities in Hawaii and Alaska areas. and in US Territories. Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2366 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E Table 12: Marketing Plan Ism Question Response 77 Describe your marketing strategy for Our commercial division is comprised of three brands - Patcraft, Philadelphia Commercial promoting this contract opportunity. and Shaw Contract. The brands will develop and implement our proposed Sourcewell Upload representative samples of your strategy in their respective markets. As part of our strategy, we will provide tools and marketing materials (if applicable) in resources for our sales team to drive contract growth. the document upload section of your response. To execute, each brand will leverage a variety of marketing vehicles including: Email marketing • Internet advertising • Print advertising • Marketing collateral • Social media • Public relations • Trade show exhibitions and in market events • Personal sales calls and presentations • CEUs • Visualization support Additionally, we will conduct regular training for Sourcewell contractors, installers, and/or dealers to expand installation support for contract customers. The training will also include the benefits of working with Sourcewell members and ensuring contract compliance. 78 Describe your use of technology and We will consider all of our digital brand channels for your marketing plan. This will include digital data (e.g., social media, social media platforms, email blasts and brand websites. We track metadata for our metadata usage) to enhance media marketing outlets to determine the most effective content, ensuring we are using marketing effectiveness. the best channels for your contract marketing. See attached marketing plan for more detailed information. 79 In your view, what is Sourcewell's role We ask that Sourcewell continue our proven partnership by providing access to Sourcewell in promoting contracts arising out of members, information about potential members, email lists, usage reports, access to leads this RFP? How will you integrate a and cross-promotion of websites. In addition, host collaborative trainings for our internal Sourcewell-awarded contract into your sales teams and external dealer partners to increase contract knowledge. 'sales process? Sourcewell is integrated into our onboarding and continuing education of our sales force. The contract, training resources and marketing materials are available on our internal websites for ease of access. Brand specific marketing support is available via our Directors and Marketing Managers. 80 Are your products or services Yes, your members can order through EDI. available through an e-procurement ordering process? If so, describe your e-procurement system and how governmental and educational customers have used it. Table 13:Value-Added Attributes Item Question Response ine 81 Describe any product, equipment, When you order product from Shaw, you receive exceptional service and benefits. We maintenance, or operator training provide your members with free maintenance and installation training upon request. Our programs that you offer to team of technical experts is available to provide on-site installation and maintenance training Sourcewell participating entities. if your members request it. We also have hundreds of free video tutorials on YouTube that Include details, such as whether are available for members and installers alike. Additionally, we provide detailed written training is standard or optional, guidelines that can be downloaded directly from our websites. These available services who provides training, and any benefit your members by allowing them easy access to resources that help them with any costs that apply. installation or service question they may have. Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2367 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E 82 Describe any technological Shaw is a partner who will bring innovation to your members flooring program. We provide advances that your proposed a continuous stream of game-changing products and services such as: products or services offer. Products ReWorx - Hybrid Flooring Platform Designed with the end in mind. ReWorx, a new, innovative flooring made from post- consumer PET bottles, is the first collection to launch on the flooring platform. This hybrid flooring solution combines the durability of a hard surface with the comfort of a soft surface. A total PET product that can be reused and recycled back into Itself, ReWorx merges innovation in product performance, materiality and circularity. PVC Free Flooring Options We positfvety Impacted the pianat with our EwWdrx Tile, which was the first safe alternative to PVC carpet tie In the industry and we have not strapped moving forward. Our blowbased resliient file and sheet represent a new and innovative flooring platform. Composed of bio- based pofyurethe!ne material, these products are easy to Install and have seamless transitions. With no PVC, ortho-phthalate plasticizers or sotvants, these products are Cradle to Cradle Cartifteft Silver. They achieve the highest Martindale rating to scratch resistance. Ecosolution Q100 A high-performance solution-dyed nylon fiber, E,coslutlon Q100TM is made with 100% recycled content allocated from waste minimization and collection efforts. This Nylon 6 fiber is engineered to reduce the visibility of dirt and soil while retaining color and appearance. With more than 200 color options, this fiber offers expansive visual options that deliver durability and ease of maintenance. Dry Adhesive LokDots is a pressure-sensitive adhesive for the installation of EcoWorx carpet tile. This odorless system provides an altemative to wet adhesive, virtually eliminating the issue of Volatile Organic Compounds (VOCs), and providing ease and versatility of installation. Solutions Moisture Management Systems We help your members mitigate risk's through a portfolio of moisture solutions. Our products solve moisture issues In your concrete stabs and provide assurance that your flooring will not be damaged in incidents involving moisture, We are the only manufacturer to warrant from the subftoor to the finished product, making us an ideal single source for your flooring solutions. Our comprehensive portfolio, allows us to work with you to address your members specific needs from basic to extreme conditions. Our moisture treatment solutions are backed with a 10-Year Commercial Limited Warranty. Sound Advisor We are excited to be able to assist your members achieve quieter offices and facilities. We completed hundreds of sound tests to develop Sound Advisor, which allows you to hear how flooring will sound in your spaces. As sound experts, we help you determine the effect Mooring has on sound in your facilities and select the best flooring option to reach your desired IIC rating. Visualization Services From installation methods to visualizing color schemes in a floor plan, to understanding the amount of flooring material needed for an installation, Shows Visualization Services team is available to create complementary rendering files based on floor plans, design inspirations or sketches you provide. 2D renderings can be created to show how Shaw s products will look in your space (either a specific zone or the entire floor plate). Product placement is tailored to your plans and spaces to highlight focal points and create way finding. Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2368 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E 83 Describe any "green" initiatives We know that people are conscious about making smart choices and, having a positive or Environmental, Social, and impact on the planet. For more than two decades, we have been committed to sustainable Govemance (ESG) that relate to practices through our commitment to Cradle to Cradle principles. We track and measure your company or to your products our significant environmental Impacts, which Include water stewardship, material health„ or services, and include a list of product circularity, renewable energy and carbon management, as well as social fairness, the certifying agency for each. * Material Health: The Cradle to Cradle CertifiedS Products Program ensures our product's are made from ingredients the standard deems safe and healthy, Product Circularity: Our re[TURN)& Reclamation Program allows your members to retum your EcoWorx, ReWorx and Shaw-made resilient flooring at the end of its useful life to , divert from the landfill and provide, us with the means to continue the cycle of creating new products out of old.. * Renewable Energy & Carbon Management. Shaw s commercial carpet manufacturing operations worldwide are carbon neutral and we offer carbon neutral product collections.. Social Faimess. We support fair labor and human rights principles. No matter where of by whom a product or ingredient is made, operations are held to the same high standards.. Annually, we report our progress on these initiatives in our Sustainability Report. You may view these reports at: hftps://showinc.comlNewsroom#Sustainability-Reports 84 Describe how your products At Shaw, we are keenly focused on the material health of our products and adopted, the contribute to or promote the Cradle to Cradle design philosophy more than 20 years ago and today almost 90n of health, quality of life and well- the products Shaw makes are Cradle to Cradle Certifieft, We have the most Cradle to being of our members and others Cradle Certified@ product platforms of anyone in the flooring Industry. We aim to know as (e.g., Low VOC emissions, much as possible about our products and their Ingredients.. The Cradle to Cradle Certified minimal acoustical impact, Products. Program helps us ensure that every, ingredient in our products are assessed down allergen repellant materials, light to 100 pp , or 99.99% of the Ingradienrs composition by a 3rd party toxicologist that not reflectant). only assesses what Is in the materials but also the risk of those Ingredients to both people and the environment to 24 different end points. While we have not conducted product testing specific to Polychlorinated biphenyis (PCBs), we are confident that our products are PCB-free down to 100ppm based on assessment of our raw materials and we do not expect any PCBs below the 100 ppm threshold. We understand that sound affects how we feel, work, sleep and team. At Shaw, we extensively reseamhed, tested and patented the award-winning acoustics tool — Sound Advtsor& This toot is not limited to any one product category and provides you with data and a sound file that lets you actually hear the difference between all of your Rooting, options. By bringing science-based deciston making, to building design, room design and product selection, Shaw empowers Sourcewell and its member entities to make the right choice for your needs. 85 Identify any third-party issued eco- Our awards, our partnerships„ our vast Cradle to Cradle Certified@ product offering and our abels, ratings, ESG scores or suatainabilty certifications speak to Shaws excellent environmental performance and we are certifications that your company humbled to be part of a larger movement leading the way in this arena. The following serve has received for the equipment or as examples of third-party verification of our performance: products included in your Proposal related to energy Product Certifications: efficiency or conservation (such • Cradle to Cradle Certified® as: FloorScore, Formaldehyde • NSF 140 Emission Standards, FSC • CRI Green Label Plus Certified, EPDs, HPDs, LEED, • FloorScore Certified® WELL Building Standard), life- Declare cycle design (cradle-to-cradle), or Health Product Declaration other green/sustainability factors. Environmental Product Declaration Awards and Recognition: In 2022, Shaw was recognized at Floor Covering Weekly's annual GreenStep awards, which recognize the flooring industry's contributions to sustainability. We eamed the following awards: Intemabonal Winner - Recognized for the introduction of ComfortWorxTm carpet file which utilizes 90% post-consumer PET plastic bottles and is manufactured at Shaw's Scotland manufacturing facility (Plant SQ). " People winner- Recognized for Shaw's commitment to fostering an inclusive and diverse culture as supported by seven Associate Resource Groups, including the most recent addition of Mosaic. • Pinnacle Honoree - Recognized for Shaw's Shaw's EcoWorx® carpet file which was the first product in the built environment to be certified to the most rigorous Cradle to Cradle Product Standard to date, version 4.0. • Product Honoree - Recognized for Introducing a new product innovation, ReWorxTM, made of 100% PET, including 30% post-consumer plastic bottles. • Promotion Honoree - Recognized for promotion of events that bring together professionals from all aspects of the built environment to Team and share. Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2369 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E 86 Please Identify whether Proposer As a privately-held subsidiary of Berkshire Hathaway, Inc., we do not quality as a minority is a minority, women, veteran enterprise. However, we do strive for diversity and Inclusion within our supplier base. We awned business enterprise, a believe partnering with diverse suppliers Is a strategic advantage that will drive Innovation small business entity, or a labor Into our business, open new markets for growth and allow us to continue to meet our surplus area firm. If so, please customers' expectations. Shaw provides equal access to purchasing opportunities to all provide all certification forms. qualified suppliers by promoting supplier participation reflective of Shaw's diverse customer Additionally, please describe how base and business communities. Proposer may partner with these entities in performance of this Our target Is 25% to 30% of Shaw's allowable spend (domestic spend in categories in contract. which we have diverse suppliers from which to choose). We have a Supplier Diversity manager„ who along with our Global Sourcing team, tracks our diverse spend. We report our performance on a quarterly basis and each year, deliver a plan outlining our upcoming goals and efforts. 87 What unique attributes does your One of our biggest strengths and differentiators is to be able to provide you and your company, your products, or your members with exceptional, consistent service. Our customer satisfaction and on-time-In-full services offer to Sourcewell (OTIF) metrics are among the most favorable in the industry. We propose a Shaw support participating entities? What makes team for Sourcewell members centered on a single point of contact who will handle all of your proposed solutions unique in your quotes, orders, requests and purchases around North America. This level of your industry as it applies to individuatized service provides you with single-source accountability and allows us to quickly Sourcewell participating entities? deliver product and service to all of your locations. We provide this through our Shaw Integrated Solutions (SIS) turnkey and project management division. We can also handle your flooring projects from start to Finish in the U.S. with full turnkey service by helping your members select the perfect installer from our network of professional service providers. We vet these installation providers and have long;-term relationships with many of them„ ensuring seamless servlce. We can provide you with MWSE and other diverse Installation partners to 'support your diversity goals in many markets. We own and/or control the majority of our supply chain, manufacturing, distribution, customer experience and recycling processes. As the most vertically integrated carpet manufacturer, we provide you with consistency through a single high-quality standard and competitive pricing regardless of our manufacturing location. We provide a full fine of flooring Products and services for all of Sou ll`s participating entities needs, Including carpet tile, resilient tile and sheet, engineered hardwood, ceramic and porcelain, and adhesives and accessories„ Additionally, Shaw offers specialized design services that are tailored to meet your, member's needs. We provide tiered services and one-on-one resources to help Scurcewell members design their spaces and transform the way they work. Options of these services include: • Project design collaboration - 3D visualizer tools • Visualization Services - 2D/3D renderings, estimating and budgeting • Custom design - Create one-of-a kind flooring products • Product palettes • Digital/physical presentation packages • Space design consultation Floor pian ideas Table 14A:Warranty Describe in detail your manufacturer warranty program, including conditions and requirements to qualify,claims procedure, and overall structure.You may upload representative samples of your warranty materials(if applicable)in the document upload section of your response in addition to responding to the questions below. Line question Response*' Item Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2370 DocuSign Envelope ID:CC604DEE-OEAE-4C93-BB4D-276CODBAD34E 88 Do your warranties cover all products, parts, and Yes, we offer detailed warranties for each of your proposed products. The labor? specific coverage will vary based on product type. For your carpet tile products, Shaw provides a Lifetime Commercial Limited Warranty covering: Abrasive wear (will lose no more than 10% fiber over a lifetime) Acid-based stains (the most common) Delamination (separation of fiber and backing) Static (prevents static build up) Tuft bind (yam will not pull out or zipper) Dimensional stability (carpet tile will remain square) Colorfastness to light and atmospheric contaminants (will not fade) Edge ravel For your broadloom products, we provide a non-prorated warranty covering: Abrasive wear (will lose no more than 10% fiber over a lifetime) Static (prevents static build up) Stain Colorfastness to light and atmospheric contaminants (will not fade) TuftbindlZippering Delamination For your proposed resilient products, Shaw provides a non-prorated warranty covering: Manufacturing defects Wear (normal foot traffic will not wear through the pattern layer of the product) In addition to applicable product warranties, we provide a two-year warranty for all installation services under the Sourcewell contract. We have included an attachment with our product warranties for each of our commercial brands with our submission. 69 Do your warranties impose usage restrictions or To maintain warranty coverage, we ask that the product is installed and other limitations that adversely affect coverage? maintained in accordance with our written installation and maintenance guidelines. These instructions are available on our websites, through the dealer and through our customer service department. 90 Do your warranties cover the expense of Ye& technicians' travel time and mileage to perform warranty repairs? 91 Are there any geographic regions of the United If a validated quality issue covered by the warranty occurs, we will reimburse States or Canada (as applicable) for which you for labor accordingly. However, we do not provide labor for replacement of cannot provide a certified technician to perform material that is covered by the product warranty In any geographic region, warranty repairs? How will Sourcewell The labor must be approved by our financial services commercial claims participating entities in these regions be provided department. Below is the process for warranty service: service for warranty repair? * You„ the original purchaser, will contact ,your authorized dealer or Company sales representative for claim, service. Please provide a valid proof of purchase and a detailed description of the Issue, along with photographs showing the concern. Samples shouid be submitted for reviewltesting when available. The dealer or Company sales representative will file a claim via www.ShawNow.com and submit the information you provided. A Company claims representative will thoroughly evaluate your claim. If you have questions, you can contact Shaw Industries Financial Services, PO Box 2128, Dalton, GA 30722, 1-800-257-7429. 92 Will you cover warranty service for items made by We cover the warranty service for the products we sell. other manufacturers that are part of your proposal, or are these warranties issues typically passed on to the original equipment manufacturer? 93 What are your proposed exchange and return We accept returns within 90 days of invoice. Running line products that are programs and policies? icancelled prior to shipping will not incur restocking or cancellation fees. Orders that have shipped and are cancelled an route or upon delivery will incur restocking and freight fees. Products shipped in error by Shaw or defective material will be returned at no charge to the customer. Restocking charges for refused shipments will be Invoiced separately on terms of net 30 days. Restocking fees charged against paid invoices will be deducted from the credit memo issues on the return. All retums must be on a, core and wrapped before being returned. 94 Describe any service contract options for the We can provide turnkey services for projects through our Shaw Integrated items included in your proposal. Solutions (SIS) division, which works with a network of more than 500 installation partners across North America. Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2371 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E Table 148: Performance Standards or Guarantees Describe in detail your performance standards or guarantees, including conditions and requirements to qualify, claims procedure,and overall structure.You may upload representative samples of your performance materials(if applicable)in the document upload section of your response in addition to responding to the questions below. Line Item iQuestion Response 95 Describe any performance standards or Through our installation partners, we commit to having your projects completed on guarantees that apply to your services time and in budget to your exact standards. In addition to the applicable product warranties, Shaw provides a two-year warranty for all installation services provided under the contract. 96 Describe any service standards or We will provide Sourcewell with customized KPI reporting that include metrics such guarantees that apply to your services as: (policies, metrics, KPIs, etc.) Historical details of purchase volumes • Outgoing shipments • Orders by location • Inventory levels On-time delivery • Material recycled Metrics on our reports can be fully customized to include the information most important to you based on conversations we have with you. These reports can be made on a monthly, quarterly or annual basis depending on your preference. Additionally, we can include sustainability metrics to help you and your members achieve their sustainability goals. Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms,Conditions,or Specifications that have been accepted by Sourcewell have been incorporated into the contract text, Documents Ensure your submission document(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided. 2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s)are not either defective,corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document(s)cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one(1)document for a single item,you should combine the documents into one zipped file. If the zipped file contains more than one(1)document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as"Marketing Plan." Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2372 DocuSign Envelope ID:CC604DEE-OEAE-4C93-BB4D-276CODBAD34E . Pricing-Shaw Pricing-Sourcewell RFP.xlsx-Tuesday June 13,2023 08:03:58 F ifl.011ciat_ AronaL�g��c t�9i r,-Berkshire Hathaway Annual Report-2022.pdf-Friday June 09,2023 12:16:13 • IMarke l n ;tLrrtpf -2023 Sourcewell RFP-Marketing Plan Submission.pdf-Friday June 09,2023 12:15:56 WMBE/MBE/SBE or Related Certificates (optional) • Warranly Information-Shaw Warranties.pdf-Friday June 09,2023 12:45:59 • tpndqrAlrArlser +0 ,,.0 ppument I -Question 45. Example Sourcewell Project Proposal.PDF-Tuesday June 13,2023 08:11:32 • . � d.EX -Sourcewell Exception.Modification(Shaw 6.13).xlsx-Friday June 09,2023 12:15:40 • Upload Additional Document (optional) Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2373 DocuSign Envelope ID:CC604DEE-OEAE-4C93-8B4D-276CODBAD34E Addenda,Terms and Conditions PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to bind the Proposer to this Affidavit and Assurance of Compliance: 1. The Proposer is submitting this Proposal under its full and complete legal name,and the Proposer legally exists in good standing in the jurisdiction of its residence. 2. The Proposer warrants that the information provided in this Proposal is true,correct,and reliable for purposes of evaluation for contract award. 3. The Proposer, including any person assisting with the creation of this Proposal,has arrived at this Proposal independently and the Proposal has been created without colluding with any other person,company,or parties that have or will submit a proposal under this solicitation;and the Proposal has in all respects been created fairly without any fraud or dishonesty.The Proposer has not directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of this solicitation or operations of a resulting contract;and the Proposer has not taken any action in restraint of free trade or competitiveness in connection with this solicitation.Additionally, if Proposer has worked with a consultant on the Proposal,the consultant(an individual or a company)has not assisted any other entity that has submitted or will submit a proposal for this solicitation. 4. To the best of its knowledge and belief,and except as otherwise disclosed in the Proposal,there are no relevant facts or circumstances which could give rise to an organizational conflict of interest.An organizational conflict of interest exists when a vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is,or might be,impaired. 5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this solicitation. 6. If awarded a contract,the Proposer will provide to Sourcewell Participating Entities the equipment, products,and services in accordance with the terms,conditions,and scope of a resulting contract. 7. The Proposer possesses,or will possess before delivering any equipment, products,or services,all applicable licenses or certifications necessary to deliver such equipment, products,or services under any resulting contract. 8. The Proposer agrees to deliver equipment, products,and services through valid contracts,purchase orders,or means that are acceptable to Sourcewell Members. Unless otherwise agreed to,the Proposer must provide only new and first-quality products and related services to Sourcewell Members under an awarded Contract. 9. The Proposer will comply with all applicable provisions of federal,state,and local laws,regulations, rules,and orders. 10. The Proposer understands that Sourcewell will reject RFP proposals that are marked"confidential"(or"nonpublic,"etc.),either substantially or in their entirety. Under Minnesota Statutes Section 13.591,subdivision 4,all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded.At that point,proposals become public data.Minnesota Statutes Section 13.37 permits only certain narrowly defined data to be considered a"trade secret,"and thus nonpublic data under Minnesota's Data Practices Act. 11. Proposer its employees,agents,and subcontractors are not: 1. Included on the"Specially Designated Nationals and Blocked Persons"list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: J(p�,; t 'wrlofa n8ndsJsdr�list '; 2. Included on the government-wide exclusions lists in the United States System for Award Management found at: L6 ..;or 3. Presently debarred,suspended, proposed for debarment,declared ineligible,or voluntarily excluded from programs operated Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2374 DocuSign Envelope ID:CC604DEE-0EAE-4C93-8B4D-276CODBAD34E by the State of Minnesota;the United States federal government or the Canadian government,as applicable;or any Participating Entity.Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation. F By checking this box I acknowledge that I am bound by the terms of the Proposers Affidavit,have the legal authority to submit this Proposal on behalf of the Proposer,and that this electronic acknowledgment has the same legal effect,validity,and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect,validity,or enforceability solely because an electronic signature or electronic record was used in its formation. - Taylor Nickerson, Proposal Writer,Shaw Integrated and Turf Solutions, Inc. The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission,and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated In the bid. r Yes a No The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document. Check the box in the column"I have reviewed this addendum"below to acknowledge each of the addenda. l have relfwwod the bellow adden urni arwd Pages File Name echin�onts(if 9 ppileallblle) Addendum_7_RFP_061323_Flooring Pr Fri June 2 2023 03:02 PM Addendum_6_RFP_061323_Flooring 1 Tue May 30 2023 03:03 PM Addendum_5_RFP 061323_Flooring p 1 Tue May 23 2023 03:08 PM Addendum_4_RFP 061323_Flooring p 2 Thu May 18 2023 01:36 PM Addendum_3_RFP_061323_Flooring Pr 1 Wed May 17 2023 04:25 PM Addendum_2_RFP_061323_Flooring ,, 1 Tue May 16 2023 03:20 PM Addendum_1_RFP_061323_Flooring R 1 Tue May 9 2023 09:07 AM Bid Number: RFP 061323 Vendor Name: Shaw Integrated and Turf Solutions, Inc. 2375 DocuSign Envelope ID:74B99531-E9AE-4A72-8623-18CO2F12A88F AMENDMENT#1 TO CONTRACT#061323—SII THIS AMENDMENT is effective upon the date of the last signature below by and between Sourcewell and Shaw Integrated and Turf Solutions, Inc. (Supplier). Sourcewell awarded a contract to Supplier to provide Flooring Materials with Related Supplies and Services, effective August 7, 2023, through August 9, 2027 (Contract). NOW, THEREFORE, the parties wish to amend the Contract as follows: Section 18, Insurance—Subsection A. Requirements— Item 5. Network Security and Privacy Liability Insurance of the Contract is deleted in its entirety. Except as amended by this Amendment, the Contract remains in full force and effect. Sourcewell Shaw Integrated and Turf Solutions, Inc. Docto:E3Xgned by: 00c'umped by: Sc(�.wollf, R ,,outilt,S a. rlat'auu�sa����:��. Jeremy Schwartz, Director of Operations/CPO James Kirkpatrick Date: 11/29/2023 1 9:05 AM CST Title: vice President Approved: Date 11/29/2023 1 5:34 AM PST DocuSlgneedA by: ,. By. E l��^ 11 Chad Coauette, Executive Director/CEO Date: 11/29/2023 1 9:07 AM CST Sourcewell Contract#061323-SII I Amendment#1 Page 1 of 1 2376 Docusign Envelope ID:AA89C3B1-9F5B-444E-9465-EC9DC17021C8 AMENDMENT#2 TO CONTRACT#061323-SII THIS AMENDMENT is effective upon the date of the last signature below by and between Sourcewell and Shaw Integrated and Turf Solutions, Inc. (Supplier). Sourcewell awarded a contract to Supplier to provide Flooring Materials with Related Supplies and Services, effective August 7, 2023, through August 9, 2027 (Contract). NOW, THEREFORE, the parties wish to amend the Contract as follows: The Proposal line items 36 and 37 under "Table 4: Pricing and Delivery" are deleted in their entirety and replaced with the following response: Line 36 Products are priced within a percentage discount range from list price: • Adhesives, Sundries, and Accessories products at a 10%or higher discount • Broadloom, Tile, and Hard Surface (Resilient) products at a 15%or higher discount. Line 37 Volume discounts may be considered on a case by case basis. Except as amended by this Amendment, the Contract remains in full force and effect, Sourcewell Shaw Integrated and Turf Solutions, Inc. ..,,-S1gMtd by: -1 [� AkA" SIgrR�nw ° St6mf y By. W6M �arz�aaras�r�u�,41gr. ... .., 7cre14Q620F242,A., Jeremy Schwartz, Chief Procurement Officer Matthew Moore Date: 8/27/2024 1 10 28 AM CDT Title Deputy 1 Counsel U. ...... ....._ ... Date: 8/26/2024 1 1:47 PM CDT Sourcewell Contract#061323-SII I Amendment#2 Page 1 of 1 2377 ��W°"rwen ur.ra r�etiri�n RFP#061323 REQUEST FOR PROPOSALS for Flooring Materials with Related Supplies and Services Proposal Due Date: June 13, 2023, 4:30 p.m., Central Time Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Flooring Materials with Related Supplies and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [htt : ro ortal.sourcewef-mn. ov].Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 13, 2023, at 4:30 p.m. Central Time, and late proposals will not be considered. SOLICITATION SCHEDULE Public Notice of RFP Published: April 25, 2023 Pre-proposal Conference: May 17, 2023, 10:00 a.m., Central Time Question Submission Deadline: June 5, 2023, 4:30 p.m., Central Time Proposal Due Date: June 13, 2023, 4:30 p.m., Central Time Late responses will not be considered. Opening: June 13, 2023, 6:30 p.m., Central Time See RFP Section V.G."Opening" Rev.3/2022 Sourcewell RFP#061323 Flooring Materials with Related Supplies and Services Page 1 2378 I. ABOUT SOURCEWELL A. SOURCEWELL Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21)that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ participating entities across the United States and Canada. Sourcewell's solicitation process complies with State of Minnesota law and policies, conforms to Canadian trade agreements (including Canadian Free Trade Agreement, Ontario-Quebec Trade and Cooperation Agreement, and Canada-European Union Comprehensive Economic and Trade Agreement, as applicable), and results in cooperative purchasing solutions from which Sourcewell's Participating Entities procure equipment, products, and services. Cooperative purchasing provides participating entities and suppliers increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings.At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted suppliers' potential pool of end users. Sourcewell uses a website-based platform,the Sourcewell Procurement Portal,through which all proposals to this RFP must be submitted. B. USE OF RESULTING CONTRACTS In the United States, Sourcewell's contracts are available for use by: • Federal and state government entities'; • Cities, towns, and counties/parishes; • Education service cooperatives; • K-12 and higher education entities; • Tribal government entities; • Some nonprofit entities; and Other public entities. In Canada, Sourcewell's contracts are available for use by: • Provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies; • Indigenous self-governing bodies; • Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly funded academic, health, and social service Pursuant to HAR§3-128-2,the State of Hawaii,Department of Accounting and General Services,State Procurement Office,on behalf of the State of Hawaii and participating jurisdictions,has provided notice of its Intent to Participate in the solicitation as a participating entity. Rev.3/2022 Sourcewell RFP#061323 Flooring Materials with Related Supplies and Services Page 2 2379 entities referred to as MASH sector (this should be construed to include but not be limited to the Cities of Calgary, Edmonton,Toronto, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities; a Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest; and • Members of the Canoe procurement group of Canada, and their partner associations: Canoe members are regional, local, district or other forms of municipal government, school boards, publicly-funded academic, health and social service entities in Alberta and across Canada, as well as any corporation or entity owned or controlled by one or more of the preceding entities—as well as partner associations, including Saskatchewan Association of Rural Municipalities, Association of Manitoba Municipalities, Local Authorities Services/Association of Municipalities Ontario, Nova Scotia Federation of Municipalities, Federation of Prince Edward Island Municipalities, Municipalities Newfoundland Labrador, Union of New Brunswick Municipalities, North West Territories Association of Communities, Civiclnfo BC, and their members. For a listing of current United States and Canadian Participating Entities visit Sourcewell's website (note:there is a tab for each country): htt s: www.sourcewell-mn. ov sourcewell-for- vendors a enc -locator. Participating Entities typically access contracted equipment, products, or services through a purchase order issued directly to the contracted supplier. A Participating Entity may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources. To meet Participating Entities' needs,Sourcewell broadly publishes public notice of all solicitation opportunities, including this RFP. In addition, where applicable, other purchasing cooperatives and procurement officials receive notice and are encouraged to re-post the solicitation opportunity. Proof of publication will be available at the conclusion of the solicitation process. II. SOLICITATION DETAILS A. SOLUTIONS-BASED SOLICITATION This RFP and contract award process is a solutions-based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards. Rev.3/2022 Sourcewell RFP#061323 Flooring Materials with Related Supplies and Services Page 3 2380 B. REQUESTED EQUIPMENT, PRODUCTS OR SERVICES It is expected that proposers will offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, a school district, or a regional cooperative. 1. Sourcewell is seeking proposals for Flooring Materials with Related Supplies and Services, that include, but are not limited to the following types of flooring solutions; a. Resilient; b. Ceramic; c. Porcelain Tile; d. Wood; e. Hardwood; f. Laminate; g. Rubber; h. Vinyl; L Broadloom carpet; j. Carpet Tile; k. Epoxy; I. Flooring hybrids; m. Floor mats; n. Rugs; o. Supplies related to the removal, installation, maintenance, restoration,and cleaning of flooring materials complementary to the offering above (a.—n); and, p. Services related to the design services, removal, installation, maintenance, restoration and cleaning of flooring materials complementary to the offering above (a.—n.). Proposers may include related equipment, accessories, supplies and services to the extent that these solutions are ancillary or complementary to the equipment, products, or services being proposed. 2. The primary focus of this solicitation is on Flooring Materials with Related Supplies and Services.This solicitation should NOT be construed to include a services-only solutions. 3. This solicitation does not include those equipment, products, or services covered under categories included in pending or planned Sourcewell solicitations, or in contracts currently maintained by Sourcewell, identified below: a. Athletic Surfaces with Installation, Related Equipment, Materials, and Services (RFP #031022); and, b. Artificial Turf and Tracks with Installation, Related Equipment, Materials, and Supplies (RFP#031622). Rev.3/2022 Sourcewell RFP#061323 Flooring Materials with Related Supplies and Services Page 4 2381 Generally, the solutions for Participating Entities are turn-key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment-only or products-only solutions may be appropriate for situations where Participating Entities possess the ability, either in-house or through local third- party contractors,to properly install and bring to operation the equipment or products being proposed. Sourcewell prefers suppliers that provide a sole source of responsibility for the equipment, products, and services provided under a resulting contract. If proposer is including the equipment, products, and services of its subsidiary entities,the proposer must also identify all included subsidiaries in its proposal. If proposer requires the use of distributors, dealers, resellers, or subcontractors to provide the equipment, products, or services,the proposal must address how the equipment, products or services will be provided to Participating Entities, and describe the network of distributors, dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract. Sourcewell encourages suppliers to offer the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities. C. REQUIREMENTS It is expected that proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Participating Entities. 1. Safety Re uirements.All items proposed must comply with current applicable safety or regulatory standards or codes. 2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services. 3. New Equipment and Products. Proposed equipment and products must be for new, current model; however, proposer may offer certain close-out equipment or products if it is specifically noted in the Pricing proposal. 4. Delivered and operational. Unless clearly noted in the proposal, equipment and products must be delivered to the Participating Entity as operational. 5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better. D. PROSPECTIVE CONTRACT TERM The term of any resulting contract(s) awarded by Sourcewell under this solicitation will be four years. Sourcewell and supplier may agree to up to three additional one-year extensions based on the best interests of Sourcewell and its Participating Entities. Sourcewell retains the right to Rev.3/2022 Sourcewell RFP#061323 Flooring Materials with Related Supplies and Services Page 5 2382 consider additional extensions beyond seven years as required under exceptional circumstances. E. ESTIMATED CONTRACT VALUE AND USAGE Based on past volume of similar contracts,the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD$60 Million; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed. F. MARKETING PLAN Proposer's sales force will be the primary source of communication with Participating Entities. The proposer's Marketing Plan should demonstrate proposer's ability to deploy a sales force or dealer network to Participating Entities, as well as proposer's sales and service capabilities. It is expected that proposer will promote and market any contract award. G. ADDITIONAL CONSIDERATIONS 1. Contracts will be awarded to proposers able to best meet the need of Participating Entities. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP. 2. A proposer may submit only one proposal. If related, affiliated,or subsidiary entities elect to submit separate proposals, rather than a single parent-entity proposal, each such proposal must be prepared independently and without cooperation, collaboration, or collusion. 3. If a proposer works with a consultant on its proposal, the consultant(an individual or company) may not assist any other entity with a proposal for this solicitation. 4. Proposers should include all relevant information in its proposal, since Sourcewell cannot consider information that is not included in the proposal.Sourcewell reserves the right to verify proposer's information and may request clarification from a proposer, including samples of the proposed equipment or products. 5. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Participating Entities. Awards may be based on a subcategory. 6. A proposer's documented negative past performance with Sourcewell or its Participating Entities occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal. Rev.3/2022 Sourcewell RFP#061323 Flooring Materials with Related Supplies and Services Page 6 2383 III. PRICING A. REQUIREMENTS All proposed pricing must be: 1. Either Line-Item Pricing or Percentage Discount from Catalog Pricing, or a combination of these: a. Line-item Pricing is pricing based on each individual product or services. Each line must indicate the proposer's published "List Price," as well as the "Contract Price." b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a published Manufacturer's Suggested Retail Price (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any contract resulting from this RFP. 2. The proposer's not to exceed price. A not to exceed price is the highest price for which equipment, products, or services may be billed to a Participating Entity. However, it is permissible for suppliers to sell at a price that is lower than the contracted price. 3. Stated in U.S. and Canadian dollars (as applicable). 4. Clearly understandable,complete,and fully describe the total cost of acquisition (e.g.,the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Participating Entity's location). Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandatory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to the proposer. Additionally, proposers should clearly describe any unique distribution and/or delivery methods or options offered in the proposal. B. ADMINISTRATIVE FEES Proposers awarded a contract are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts. The administrative fee is normally calculated as a percentage of the total sales to Participating Entities for all contracted equipment, products, or services made during a calendar quarter, and is typically one percent (1%) to two percent(2%). In some categories, a flat fee may be an acceptable alternative. IV. CONTRACT Proposers awarded a contract will be required to execute a contract with Sourcewell (see attached template). Only those modifications the proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Rev.3/2022 Sourcewell RFP#061323 Flooring Materials with Related Supplies and Services Page 7 2384 Minnesota law may result in the proposal being disqualified from further review and evaluation. To request a modification to the template Contract, a proposer must submit the Exceptions to Terms, Conditions, or Specifications table with its proposal. Only those exceptions noted at the time of the proposal submission will be considered. Exceptions must: 1. Clearly identify the affected article and section. 2. Clearly note the requested modification; and as applicable, provide requested alternative language. Unclear requests will be automatically denied. Only those exceptions that have been accepted by Sourcewell will be included in the contract document provided to the awarded supplier for signature. If a proposer receives a contract award resulting from this solicitation it will have up to 30 days to sign and return the contract. After that time, at Sourcewell's sole discretion,the contract award may be revoked. V. RFP PROCESS A. PRE-PROPOSAL CONFERENCE Sourcewell will hold an optional, non-mandatory pre-proposal conference via webcast on the date and time noted in the Solicitation Schedule for this RFP and on the Sourcewell Procurement Portal.The purpose of this conference is to allow potential proposers to ask questions regarding this RFP and Sourcewell's competitive contracting process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Vendor Account. Pre-proposal conference attendance is optional. B. QUESTIONS-REGARDING THIS RFP AND ORAL COMMUNICATION All questions regarding this RFP must be submitted through the Sourcewell Procurement Portal. The deadline for submission of questions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal.Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions. All questions, whether specific to a proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline. Rev.3/2022 Sourcewell RFP#061323 Flooring Materials with Related Supplies and Services Page 8 2385 C. ADDENDA Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda. Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the proposer by checking the box for each addendum. It is the responsibility of the proposer to check for any addenda that may have been issued up to the solicitation due date and time. If an addendum is issued after a proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the proposer's proposal status to INCOMPLETE.The proposer can view this status change in the "MY BIDS" section of the Sourcewell Procurement Portal Vendor Account.The proposer is solely responsible to check the "MY BIDS" section of the Sourcewell Procurement Portal Vendor Account periodically after submitting its proposal (and up to the Proposal Due Date). If the proposer's proposal status has changed to INCOMPLETE, the proposer is solely responsible to: i) make any required adjustments to its proposal; ii) acknowledge the addenda; and iii) ensure the re-submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above. D. PROPOSAL SUBMISSION Proposer's complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Late proposals will not be considered. It is the proposer's sole responsibility to ensure that the proposal is received on time. It is recommended that proposers allow sufficient time to upload the proposal and to resolve any issues that may arise.The time and date that a proposal is received by Sourcewell is solely determined by the Sourcewell Procurement Portal web clock. In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to 24 hours to respond to certain issues. Upon successful submission of a proposal,the Sourcewell Procurement Portal will automatically generate a confirmation email to the proposer. If the proposer does not receive a confirmation email, contact Sourcewell's support provider at support@bidsandtenders.ca. Rev.3/2022 Sourcewell RFP#061323 Flooring Materials with Related Supplies and Services Page 9 2386 To ensure receipt of the latest information and updates via email regarding this solicitation, or if the proposer has obtained this solicitation document from a third party, the onus is on the proposer to create a Sourcewell Procurement Portal Vendor Account and register for this solicitation opportunity. Within the Sourcewell Procurement Portal, all proposals must be digitally acknowledged by an authorized representative of the proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the proposer to remedies available by law. E. GENERAL PROPOSAL REQUIREMENTS Proposals must be: • In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected. • Complete. A proposal will be rejected if it is conditional or incomplete. • Submitted in English. • Valid and irrevocable for 90 days following the Proposal Due Date. Any and all costs incurred in responding to this RFP will be borne by the proposer. F. PROPOSAL WITHDRAWAL Prior to the proposal deadline, a proposer may withdraw its proposal. G. OPENING The Opening of proposals will be conducted electronically through the Sourcewell Procurement Portal.A list of all proposers will be made publicly available in the Sourcewell Procurement Portal after the Proposal Due Date, but no later than the Opening time listed in the Solicitation Schedule. To view the list of proposers, verify that the Sourcewell Procurement Portal opportunities list search is set to "All" or "Closed." The solicitation status will automatically change to "Closed" after the Proposal Due Date and Time. VI. EVALUATION AND AWARD A. EVALUATION It is the intent of Sourcewell to award one or more contracts to responsive and responsible proposers offering the best overall quality, selection of equipment, products, and services, and Rev.3/2022 Sourcewell RFP#061323 Flooring Materials with Related Supplies and Services Page 10 2387 price that meet the commonly requested specifications of Sourcewell and its Participating Entities. The award(s) will be limited to the number of proposers that Sourcewell determines is necessary to meet the needs of its Participating Entities. Factors to be considered in determining the number of contracts to be awarded in any category may include the following: w Total evaluation scores(giving consideration to natural breaks in the scoring of responsive proposals); • The number and geographic location of highest-scoring proposers that offer: o A comprehensive selection of the requested equipment, products, or services; o A sales and service network ensuring availability and coverage for Participating Entities' use; and o Other attributes of the proposer or contents of its proposal that assist Participating Entities in achieving environmental and social requirements, and goals. Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell has any knowledge about a specific supplier or product. B. AWARD(S) Award(s) will be made to the highest-scoring proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP. Sourcewell may request written clarification of a proposal at any time during the evaluation process. Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (a copy is available in the Sourcewell Procurement Portal): Conformance to RFP Requirements 50 Financial Viability and Marketplace Success 75 Ability to Sell and Deliver Service 100 Marketing Plan 50 Value Added Attributes 75 Warranty 50 Depth and Breadth of Offered Equipment, Products, or Services 200 Pricing 400 TOTAL POINTS 1000 C. PROTESTS OF AWARDS Any protest made under this RFP by a proposer must be in writing, addressed to Sourcewell's Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O. Rev.3/2022 Sourcewell RFP#061323 Flooring Materials with Related Supplies and Services Page 11 2388 Box 219, Staples, MN 56479. All documents that comprise the complete protest package must be received, and time stamped at the Sourcewell office by 4:30 p.m., Central Time, no later than 10 calendar days following Sourcewell's notice of contract award(s)or non-award. and must be time stamped by Sourcewell no later than 4:30 p.m., Central Time. A protest must allege a procedural,technical, or legal defect, with supporting documentation.A protest that merely requests a re-evaluation of a proposal's content will not be entertained A protest must include the following items: • The name, address, and telephone number of the protester; • Identification of the solicitation by RFP number; • A precise statement of the relevant facts; • Identification of the alleged procedural, technical, or legal defect; • Analysis of the basis for the protest; • Any additional supporting documentation; • The original signature of the protester or its representative; and • Protest bond in the amount of$20,000 (except where prohibited by law or treaty). Protests that do not address these elements will not be reviewed. D. RIGHTS RESERVED This RFP does not commit Sourcewell to award any contract, and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the proposer may be rejected. Sourcewell reserves the right to: • Modify or cancel this RFP at any time; • Reject any and all proposals received; • Reject proposals that do not comply with the provisions of this RFP; • Select,for contracts or for discussion, a proposal other than that with the lowest cost; • Independently verify any information provided in a proposal; • Disqualify any proposer that does not meet the requirements of this RFP, is debarred or suspended by the United States or Canada, State of Minnesota, Participating Entity's state or province; has an officer, or other key personnel,who have been charged with a serious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect; • Waive or modify any informalities, irregularities, or inconsistencies in the proposals received; • Clarify any part of a proposal and discuss any aspect of the proposal with any proposer; and negotiate with more than one proposer; • Award a contract if only one responsive proposal is received if it is in the best interest of Participating Entities; and Rev.3/2022 Sourcewell RFP#061323 Flooring Materials with Related Supplies and Services Page 12 2389 • Award a contract to one or more proposers if it is in the best interest of Participating Entities. E. DISPOSITION OF PROPOSALS All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete.Sourcewell considers that negotiations are complete upon execution of a resulting contract. It is the proposer's responsibility to clearly identify any data submitted that it considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law. Sourcewell may reject proposals that are marked confidential or nonpublic, either substantially or in their entirety. Sourcewell will not consider the prices submitted by the proposer to be confidential, proprietary, or trade secret materials. Financial information, including financial statements, provided by a proposer is not considered trade secret under the statutory definition. Rev.3/2022 Sourcewell RFP#061323 Flooring Materials with Related Supplies and Services Page 13 2390 Sourcewell 05/09/2023 Addendum No. 1 Solicitation Number: RFP 061323 Solicitation Name: Flooring Materials,with Related Supplies and Services Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Referencing Table 14B Line Item 95, "Describe any performance standards or guarantees that apply to your services". Is "services" intended to mean installation Services or Warranty Services? Answer 1: Table 14A affords a proposer the opportunity to describe their warranty program and coverages.Table 14B is intended to allow a proposer to describe any performance standards or guarantees associated with any services offered as part of their proposal. End of Addendum Acknowledgement of this Addendum to RFP 061323 posted to the Sourcewell Procurement Portal on 05/09/2023, is required at the time of proposal submittal. 2391 �j Sourcewell 05/16/2023 Addendum No. 2 Solicitation Number: RFP 061323 Solicitation Name: Flooring Materials, with Related Supplies and Services Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Will the pre-proposal conference be recorded? Answer 1: A copy of the presentation slides for the Sourcewell pre-proposal conference will be made available to all registered vendors after the completion of the webcast. In addition, assuming no technical difficulties, a link to a recording of the webcast will be shared and posted within the RFP's "Bid Documents" section on the Sourcewell Procurement Portal. End of Addendum Acknowledgement of this Addendum to RFP 061323 posted to the Sourcewell Procurement Portal on 05/16/2023, is required at the time of proposal submittal. 2392 Sourcewell 71 05/17/2023 Addendum No. 3 Solicitation Number: RFP 061323 Solicitation Name: Flooring Materials, with Related Supplies and Services Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Table 213: Indicate below if the listed products or services are offered within your proposal. Provide additional comments in the text box provided, as necessary. Where is the text box or how do we add a box to provide additional comments. Answer 1: The text box was not appearing due to a system setting oversight and has since been corrected. End of Addendum Acknowledgement of this Addendum to RFP 061323 posted to the Sourcewell Procurement Portal on 05/17/2023, is required at the time of proposal submittal. 2393 Sourcewell 05/18/2023 Addendum No. 4 Solicitation Number: RFP 061323 Solicitation Name: Flooring Materials, with Related Supplies and Services Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: What is the expected delivery timeframe after a PO is issued? Answer 1: Sourcewell utilizes a competitive, solutions-based solicitation approach that is not based on detailed specifications, finite quantities, or pre-determined locations. Sourcewell participating entities include thousands of public agencies located in the United States and Canada.There is no estimate of participating entity use by service type or category. Question 2: Can you elaborate on the marketing plan? It is unclear to me to whom my firm will be promoting and marketing our services/goods, and what such promotional activities might look like. Answer 2: Refer to RFP Section II. F.—Marketing Plan for guidance on the marketing plan requirements. Each proposer, in its discretion, will determine the content of its marketing plan. The solicitation is a competitive process and proposals will be evaluated on the content submitted. Question 3: If my company does not have a CAGE code or a Unique Entity Identifier (SAM), only a Federal Employer Identification Number(FEIN), are we allowed to participate in the RFP? 2394 Answer 3: A CAGE or Unique Entity Identifier(SAM) code is not required lu be considered for or awarded a Sourcewell contract. Proposals are evaluated based on the criteria as stated in the RFP. Refer to the General Instructions above Questionnaire Table 1."...respond "N/A" if the question does not apply to you (preferably with an explanation)." End of Addendum Acknowledgement of this Addendum to RFP 061323 posted to the Sourcewell Procurement Portal on 05/18/2023, is required at the time of proposal submittal. 2395 f Source�well 05/23/2023 Addendum No. 5 Solicitation Number: RFP 061323 Solicitation Name: Flooring Materials, with Related Supplies and Services Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Referencing Table 7 Line Item 51: When asking about our company's expectations in the event of an award, what are you really referring to? Answer 1: In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. It is left to the discretion of each proposer to determine their internal expectations should they be awarded a contract. End of Addendum Acknowledgement of this Addendum to RFP 061323 posted to the Sourcewell Procurement Portal on 05/23/2023, is required at the time of proposal submittal. 2396 ,Sourcewell 05/30/2023 Addendum No. 6 Solicitation Number: RFP 061323 Solicitation Name: Flooring Materials with Related Supplies and Services Consider the following Addendum to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. RFP Addendum: The provider that services the Sourcewell Procurement Portal rescheduled a production release of their application. Due to this update,the Sourcewell Procurement Portal will be inaccessible during the release night of June 12, 2023 from 7:00 pm to 12:00am (EST). The remainder of the RFP content and the solicitation schedule remains unchanged. End of Addendum Acknowledgement of this Addendum to RFP 061323 posted to the Sourcewell Procurement Portal on 05/30/2023, is required at the time of proposal submittal. 2397 Sourcewell 06/02/2023 Addendum No. 7 Solicitation Number: RFP 061323 Solicitation Name: Flooring Materials, with Related Supplies and Services Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Item 97:To identify any exception, or to request any modification,to Sourcewell standard Contract terms, conditions, or specifications, a Proposer must submit the proposed exception(s) or requested modification(s)via redline in the Contract Template provided in the "Bid Documents" section. Proposer must upload the redline in the "Requested Exceptions" upload field. All exceptions and/or proposed modifications are subject to review and approval by Sourcewell and will not automatically be included in the Contract. Where do we find this Contract Template?Additionally,where do we locate the standard contract terms and conditions? Answer 1: The Contract Template is available for download (as well as the RFP)on the Bid Details page of the Sourcewell Procurement portal.The Contract Template contains the standard contract terms and conditions. End of Addendum Acknowledgement of this Addendum to RFP 061323 posted to the Sourcewell Procurement Portal on 06/02/2023, is required at the time of proposal submittal. 2398 ;2 The This document printed New York State Tuesday, 04/25/2023 Contract Reporter NYS'official source of contracting opportunities Bringing business and government together ContractingOpportunity Title: Flooring Materials with Related Supplies and Services Agency: Sourcewell Division: Procurement Department Contract Number: 061323 CR Number: 2097504 Contract Term: 4 years Date of Issue: 04/25/2023 Due Date/Time: 06/13/2023 4:30 PM Central Time County(ies): All NYS counties Classification: Construction Vertical: Building Construction; Rehabilitation&New Construction- Commodities Opportunity Type: General Entered By: Tara Wolff Description: Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Flooring Materials with Related Supplies and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada.A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal tt s: ro ortal .surcewell-mn. ov Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 13, 2023, at 4:30 p.m. Central Time, and late proposals will not be considered. Service-Disabled Veteran-Owned Set Aside: No Business entities awarded an identical or substantially similar procurement contract within the past five years: Bentley Mills, Inc. Interface Americas, Inc. I<arndean International, LLC 1 of 5 2399 Mannington Mills, Inc. Mohawk Carpet Distribution, Inc. Shaw Industries, Inc. Tarkett USA, Inc. 2 of 5 2400 Contact Information Primary contact: Sourcewell Procurement Department Tara Wolff Procurement Manager 20212th Street NE P.O. Box 219 Staples,MN 56479 United States Ph: 218-541-5362 rfp©sourcewell-m n.gov Submit to contact: Sourcewell Procurement Department Tara Wolff Procurement Manager 20212th Street NE P.O. Box 219 Staples, MN 56479 United States Ph: 218-541-5362 rfp©sourcewell-mn.gov 3 of 5 2401 Bid Results Bid Results have not been entered 4 of 5 2402 Awards Awards have not been entered © 2023, Empire State Development http://www.esd.ny.gov/ 5 of 5 2403 Daily Journal of Commerce 11 NE Martin Luther King Jr Blvd. III Portland, OR, 97232 MCOREGU Phone: 503-226-1311 Fax: 503-222-5358 Affidavit of Publication To: Sourcewell - Carol Jackson Po Box 219 Staples, MN, 564790219 Re: Legal Notice 2497782 State of OR ) SS: County of Multnomah) I, Nick Bjork, being duly sworn,depose and say that I am the Publisher of the Daily Journal of Commerce, a newspaper of general circulation in the counties of CLACKAMAS, MULTNOMAH, and WASHINGTON as defined by ORS 193.101 and 193.020, published in Portland in the aforesaid County and State;that I know from my personal knowledge that the notice described as: SOURCEWELL a printed copy of which is hereto annexed,was published in the entire issue of said newspaper 1 time(s) in the following issues: 04/26/2023. SEE EXHIBIT A State of Oregon County of Multnomah SIGNED OR ATTESTED BEFORE ME ON 2nd day of May 2023 By: .1 -A Nick Bjork By: State of Oregon Notary Public, State of OR No. 1031542 My commission expires on December 5, 2026 CAP I IAA.S"I AMP Mic E ANNF ROPP NOTARY PUBLIC-0REGON COMMISSION NO. 1031542 IAYCOMISSIONEVIRESDECEV,BfRO5,2020 Page 1 of 2 2404 EXHIBIT A SOURCEWELL FLOORING MATERIALS WITH RELATED SUPPLIES AND SERVICES Proposals dare 4:30 pm, June 13,2023 REQUEST FOR PROPOSALS Sourcewell, a Stale of Minnesota local government unit and service 000pera- live, is requesling proposals for Floor- Ing Materials with Related Supplies and Services to result in a contracting solu- tion for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher ad- ucallon, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procure- ment Portal � 118pk� ,rlollrc :-. vmllvrelt-mn.aovl, Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 13,2023, at 4:30 p.m,Central Time,and late proposals will not be considered. Published Apr.26,2023,2497782 Page 2 of 2 2405 The Oklahoman PO Box 631643 Cincinnati,OH 45263-1643 PROOF OF PUBLICATION Sourcewell, a State of Minnesota local govern- Sourcewell ment unit and service Sourcewell cooperative, is requesting PO BOX 219 STAPLES MN56479 proposals for Flooring Materials with Related ' Supplies and Services to STATE OF OKLAHOMA, COUNTY OF OKLAHOMA result in a contracting The Oklahoman, a daily newspaper of general circulation in the solution for use by Its State of Oklahoma,and which is a daily newspaper published in Participating Entities. Oklahoma County and having paid general circulation therein; Sourcewel I Participating published and personal knowledge of the facts herein state and Entities include thousands that the notice hereto annexed was Published in said newspapers of governmental, higher in the issues dated on: education, K-12 education, 04/25/2023,05/02/2023 nonprofit, tribal govern- ment, and other public and that the fees charged are legal. agencies located in the Sworn to and subscribed before on 05/02/2023 United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal ��­,_ [https:#Proportal.sourcew .. _, _, ell-mn.gov]. Only propos- Legal f i als submitted through the Sourcewell Procurement Notary,State of"Wl,cawtdtpt a,0rown _.............. Portal will be considered. --f_ Proposals are due no My commision expires later than June 13, 2023, Publication Cost: $40.25 at 4:30 p.m. Central Time, and late proposals Order No: 8732049 #of Copies: will not be considered. Customer No: 727698 1 4/25/23, 5/2/23 8732049 PO#: TIIIS IS NOT AN INVOICE! Please do not use this lbrm for purnten!remittanc e rs.« rca+ unm im�nm. n �.m�mm.� DENISE R0,3FR'TS Notary Public State of Wisconsin Page 1 of 1 2406 Fr�-srr-_,Bte Miami Herald Sur,Herald-Biloxi AFFIDAVIT OF PUBLICATION Account 4 order Number Identification order PO Amount Cols Depth 34474 411983 Print Legal Ad-IPL01194760-IPLO119476 $157.13 1 18 L Attention: Carol Jackson State of South Carolina SOURCEWELL N PO BOX 219 County of Richland carol.jackson@sourcewell-mn.gov REQUEST FOR PROPOSALS Sourcewell, of cceope[oral Rleo� ,,.._...-.,_----�_.____-.----,..-.----._._.._.._-_ ..�_._.....___-----...... I,Tara Pennington,makes oath that the requesting proposals for Floorlag Mate- advertisment,was published in The State,a rials wt1h Related Supplies and Ser- vices to result in a contracting solution for „ newspaper published in the City of Columbia, use by its Participating Entities Sourcewell r Participating Entities include thousands of State and County aforesaid,in the issue(s)of governmental,higher education, K-12 ed- ucation, nonprofit, tribal government, and other public agencies located in the United States and Canada.A full copy of the Re- 1 insertion(s)published on: quest for Proposals can be found on the « Sourcewell Procurement Portal[httpsJ/pro- r 04/25/23 portal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procure- ment Portal will be considered..Proposals i are due no later than June 13,2023,at 4:30 p.m..Central Time,and late proposals will not y be considered. ' IPLO119476 0 Apr25 2023 ; a « I r Tara Pennington q V Sworn to and subscribed before me this 24th day of April in the year of 2023 r r Notary Public in an or t e state o exas,residing in Dallas County STEPHM41E HATCHER My Notaq ICt#133534406 « "'• `' . Expires J'ainuary 14,2026 r Errors-the liabilityofthepublisheronaccount oferrorsin or omissionsfromanyadvertisementwillinno wayexceedthe «' amountof the charge forthespareoccupiedby the itemin error and then only for the first Incorrect Insertion" Extra charge for lost or duplicate affidavits. Legal document please do not destroy! 2407 6A 1 TUESDAY APRIL 25,2023 1 OSATODAY NI :WS New study links sugary drinks to early death in some people W Adrienne Rodriguez Dries or sugars in them,it's good advice � USA TODAY for everybody." Ih , �riuuu Americans may want to think twice What sugary drinks about reaching For that coal glass of are bad for you? lemonade this summer after a study 2 -PRODUCTION/OETTY1MAGES published last week found sugary The report included data from 1980 to drinks may be linked to an increased 2018 and is among the first large-scale 'Be picky':Replacing sugary drinks lowers risk risk of heart disease and death in cer- studies to examine links between death tain people or disease and beverages among people Researchers Found replacing One serving of,sugar-sweetened beverage with Researchers from Harvard T.H.Chan with Type 2 diabetes,study authors say.. coffee.tea,low-fa ,w',milk or plain water led to better health outcomes. School of Public Health studied more Sugar-sweetened beverages that than 12,000 participants diagnosed were reported included caffeinaled and The da'k ass;egulUd with.bB,ceame And the Oak asitadfated with with Type 2 diabetes and reported how caffeine-free colas,and non-caybonat- mortality was lower with the death lwainfa—t disease was often they consumed such sugar-sweet- ed drinks like fruit punches,lemonade following drinks: Itlawrsu"withthesa dwhukc ened drinks as soda,fruit punch and and fruit drinks like orange,apple and •7B%far coffee •s0%with coffee lemonade. grapefruit,according to the study. They found people with Type 2 dia- Researchers found each serving of .16%for tea •24%with tea betes who regularly drank sugar-sweet- one ofthese drinks was associated with •12%far taw-fat cow',milk •19%with low-fat cow's milk ened beverages had a higher risk of de- 8%higher risk of all_cause mortalily veloping cardiovascular disease or dy- among people with Type 2 diabetes, •16%For plain water •I,pg%wAh plow...wlolra ing prematurely compared with those The recommended daily intake Or who consumed other drinks,according sugarshould be no morethan 10%ofthe "People living with diabetes should he picky a bout how they keep themselves I.the report published Thursday in the calories consumed,Nestle said,which hydrated," aid lead author Oi Sun,assoc iated peer-reviewed journal The BMJ.. is about 50 grams a day. professor in the department of More than 37 million Americans have nutrition and epidemiology at Harvard T.H Chan School of Public Health. "Switching from sugar-sweetened beverages to healthier beverages will bring diabetes,according to the Centers for Sugar vs.artificial sweetener health benefits' Disease Control and Prevention,and it's estimated that up to 95%of them have The study also found that switching Type 2 diabetes. out sugar-sweetened beverages with 'This adds to a growing body of re- one that was artificially sweetened was both artificial and natural. Though I/eallh and patient safely coverage searlh,"Said Marion Nestle,an emeritus associated with an B%lower risk of all- they're considered safe by federal regu- at USA TODAY is made possible in Part professor of nutrition and food studies cause death and a 15%lower risk of lators,they're not necessarily consid- by agrant from lheMnsimo Foundation at New York University.Although"it's a death related to heart disease, ened healthy,and the long-term effects for Ethics,Innovation and Competition message to people with diabetes to try But more studies have been raising of sugar substitutes are largely un- in Healthcare.The Masin o Foundation to switch drinks that don't have any cal- the concern about sugar substitutes, known does notprouide editorial input, Genetherapy "They can stop the degeneration,but choose to go first in such trials demon- ll they cannot heal what is broken,"Feld- strafe greatecurage,as they make sacri- I brag said of the scientists, fices for the benefit of those who come Continued From Page 1A The couple's one regret is that they after them" ID "'dff, couldn't convince the PDA to be less Still,gene therapy holds tremendous destroying nerve cells in the brain and li/fig - cautious about the therapy. Barger promise,Collins said. spinal cord The child rapidly deterio- /� '' treatment and a higher dose might "I would want people to be optimistic rates and usually dies by age 3 ��/ have led to a different outcome,Feld that over the coming years,were going The in. Which which USA TODAY wrote bar and Rokina said.The f�i/, g y would hap to get much better at[his-and not to about in 2021 as part of a series on rare p 1// / ply have faced the risk of a brain hem feel hopeless or despondent or pessi- diseases offered them adiffere I son 1✓'t j/ 7,, �� arrhage for the possibility of a better mistic,he said of the future,even though the result r P / "tl�j r / wtcome, wasn't what they dreamed of „/✓/ii��/ y "If we could have changed anything, Deriving meaning from misery "We are heartbroken,butalsowe yr .�� we would have shouted loud enough For j re- realize within ourselves that[h battle ✓ "� FDA to hear usl' Over the past six months,Alissa re- was lost long ago,not now,"Al sa s fa- ✓' /j ',o / gressed rap dly. theTsaid in a video conversation awcck / Risk is a necessary [let seizures returned with a ven- aRer her funeral."Ifs hard to say,but it f ,/ part of progress geance.Breathing became a struggle., was far the best far her in the end" Alissa Feldberg had a rare disease that Though doctors had told them she triggered seizures and other problems. Medicine advances in fits and starts wasn't aware of her surroundings,her The promise of clinical trials PROvala sv TN_PansosO and relies on volunteers like Alissa's parents worried she was suffering family,said Dr,Francis Collins,former They certainly were.Their lives and Feldberg and Rokina,who live in Co- longtime director or the National(nsti- those ofthch four alder children-three penhagen,Denmark,had read about the cure her,we were afraid that it would be tortes of Health and a lifelong champion sons from his previous marriage and UMass trial online and were thrilled along devastating life For her,"Feldberg of genetic research and therapy. one from hers-were dictated by Alis- when Alissa passed all the require- said., "I think it's appropriate to he enor- sas round-the-clock care needs.. "I ments to be included., mously inspired and excited about the would not wish this on my worst ene- The researchers were clear Alissa How much and how soon? poleatial"for gene therapy,Collins said my,"Feldberg said. might not benefit from treatment-her Roughly 6,500 rare diseases are Alissa was resuscitated five times in diaeaae mightalready be tooadvanced- About 10 raoutat,al'Iga A16%ok`a,lwa- caused by known DNA misspellings,but the last three weeks ofherlire,The sixth the dosage,based on studies in sheep, ment,the company that sponsored the treatments exist for fewer than 500 of time,it didn't work, might be too low As the weeks and then trial said it could no longer afford to them se far,he said Now,the boys are each w 1fenFng,in months ticked by,waiting for the Food keep it going.UMass raised funds to As to why therapies like this don't al- illelr wwwn wave ast.9.FctdbuTgl and Ro!ki, and Drug Administration to approve the contin ore to Follow the nine children who ways work,Collins pointed to biology. na mostly Feel emptiness. treatment,their expectations dimmed had already been dosed. "People don't appreciate how cam pit- "No emotions,no happiness..The sun Still, where there's action, there's Dr.Terence Flatte,dean of the T,H. cated human biology is,"said Collins, is shining,the spring is coming,but hope and the couple was grateful to be Chan School oFMedicine atUMass,said who has spent his career trying to re- you're just indifferent,"Rokina said. able to grab onto any sliver. via email that his team intends totry the verse a genetic disease called progeria They have no regrets about partici- So,at the end of January 202L when therapy rasa umor Ow'Iwo Anum children, that causes rapid aging pacing in the trial even though the out- Alissawasn't yet 14 months old,doctors bringing the total to lO or R. Only one or two spelling mistakes in come didn't meet their wildest dreams.. gave her two doses oFgene therapy,one Some in the trial were infants and a person's 3-billion-letter genome can Alissastill had a brief blooming after infused into her spinal cord and one di- otherswere older children with lateron- affect trillions of cells across the body, the treatment when she should have rectly into her brain set disease The infants show mild im- including in the brain,which is ex- seen nothingbut decline,Feldberg said. The early days were promising.For provements and retained neurologic tremely hard toaccess with treatments, "What we really hope for now is that about six months, her deterioration function longer after treatment,Platte he said.. there's some kind of meaning with her slowed.Hersmile Teturned.Sheseemed said,while some of the older children With gene therapy treatments like life.They're going on with the trial,"he almost present experienced a mixed picture with both the one Alissa tried,"you can see the said"At some point,there will be some- "There were a lot of positive things positive and negative signs, payoff,"Collins said'You just can't see where it succeeds and this is whatwe'Te after this treatment,"Rokina said, The gene therapy,which enables the how long it is,how many twists and hoping for...,If this is the meaning of Herability to swallow and cough also children to make the enzyme they're turns, how many unexpected hail- AhwussWe,shun al irm fhur J%alnnaa improved,which worried her parents, m lising,.also seems to be more consis- storms are going to hit you along the meaning." The couple's biggest fear was that the tently c0i cHae'in o closely related dis- way." Health and patient safety coverage therapy,intended to correct the genetic ease called Tay-Sachs. Being among the first patients to re- at USA TODAY is made possible in part mistake that was poisoning Alissa s Alias,had been the First patient fully ceive a gene therapy is challenging for by agranl from the Mosimo Foundation brain,would extend her life but not sub- enrolled.Some later children received patients and families, UMass'Flatte for Ethics,Innovation and Competition stantially improve her vegetative state, higher doses and were treated when said in an emailed statement."Those in Healthcare.The Masimo Foundation "When we realized it wasn't going to they were younger pioneering patients and families who does not provide editorial input. MARKETPLACE TODAY visit: i view more Classified listings oc more Clasatoday.com For adverllsing mlarm[a[ion 1900 3970070 vnvw russelllOhns cam/usat __ ----------- MA o.� az l l ( Earr�Bs 1 "MAw ���11 ASSOCIATE sENERAI BENTINT OPPORTUNITY [ Atltl matt fawlaraYYA a,aita AAWa6t Aawnw'A �8 vldl Ste I M I el g I I ark Po Y Malmcooperal ve sr ,I.,g Woposals for Floadng lah Wh RA,IMAlpNl...rrn samrn,m l'n t duns raa� ,„uaa.sw�.cow�,r�a` An.lIy1G�lnp� p��naestX. a conlracl ng advl on for use by is Pea cps rg Ern,car �-- -- -- a'ipw4MaRNT FIBw[iIt'AE sourcewdl Par,c Paing E LIas [,,da lhecaanea ENnnnnRTLST P09TON AVAILABLE Hannl Newd .r HlllrA elgwe'nmelal hgheeduca on Kt2 eoucal on YanNFwen IAfR({IY IFYIS g _ rywrim r qn cats a dogs nenpml t 1 gavemmenl and omen Cu FaiW bNla I * LW o0tp Y 1 h a 10 heal hot s luuled�the lln lea sines and Canada [ ' n 6 '-I lwi aw O R dw ayq EP p015 A Ile ,a`ln Rey urPfP Aa anna a a t c T,,F1101 kH &skin allergies t sas=n n Sa wellP an, mPanal ..E ..... ..... m,MA,pk4d'k't6t,Akwtdda,NMf:ae Wid1001 steroids! f1tal6,w,lifANRpdekoaW�nurel6t.alY,imr. POLL TIME GENERAL DENTIST WANTED a aa�,w sa�aAgl Tarr,lH�,re GET NOTICED a ".lama, tw H.ew At IFa0Wr Supply° Only propwcaksubm Bed lnrough lhesoumewell w ' eAr'�en.uc WeaeawcernJ u'gemi��nrwn 1 MC� ovol vs, Adve.eaean =:Yana:WAa qra 0320 Pmcuremenl Paaalwellbe cans dared UlA3UUAY'[ br[vaM[wnNrwWdko'PWxumWv r.ge.re.wYw 7.,77 7777777, r'rrre core[nxae V C. l Vs..1 NU yanWam,al Wslw l2e2%W an el T d; ..� nr II ° ail USA TODAV fall.t80013BT-0BTe .. 2408 ift Nberta Purchasing 9pC I Connection opportunity Notice t,oNrparWI God. .......... Flooring Materials with Related Supplier and Services as, arprtrorur pity.brYtowaa4rt0ou IDxµrynul14xdaUd�mun MnfaMucw,r. IICmQmemnnwln lWulropll— mIW-,W.OMN,l Fall .� h M urplrv19war. 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I. rAY} P .v.JY rtYIr LL�Id dnu, LtUFJl"l,Ei iY{ ka12.fOliTW:r,,urJ.d IIIIIIIIJ, ro'W1,It xc an.IA l .ai I.Insrtrt,nxr r.,ub°r�.eKro� +M1 r vn b.M1,II AYurW�uM1U NOV� L✓rn,�. pu i niaOn f0'��i VPe.61 viNvv.'ar,N,Iftnvlrr✓d°, lklu4).11 41 UY W,Cf 141„ I412hY1', Y V /'Rt YCLIMJi 11 J i a 44vN: I .YII N V() 1 ac(P L'�J,F !!I I�YP'{f;'!IMe63 .V.11 Vm uvoAnud 4u rmfm�xnWw•r mni.iornmm u,mib.V4mM1wn uo unm alx mars, my I.rvivmwwnkmArvXiY inlml gllwv mr m NrY uMarMmirvu'w irlwx i,rallun A• ,p f nL 2409 PurchaserNl C� ................ ..................1111111111­111-1111.. .... Chat Help Logout Home New Bid Closed Bids My Stuff Tools Bid RFP #061323 - Flooring Materials [Switch to Vendor View] Soi,.Arcewell with Related Supplies and Services Bid Type RFP Bid Number 061323 Access Reports View reports on who Title Flooring Materials with Related has been notified of Supplies and Services the bid or accessed it. Start Date Apr 25, 2023 B:51:29 AM CDT [Notification report] [Access report] End Date Jun 13, 2023 4:30:00 PM CDT Questions Agency Sourcewell 0 Questions 0 Unanswered Bid Contact Jeremy Schwartz [View/Ask Questions] (218) 894-5488 rfp@sourcewell-mn.gov Edit Bid 202 12th Street NE [Create Addendum] P.O. Box 219 Staples, MN 56479-0219 Description Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Flooring Materials with Related Supplies and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government,and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 13, 2023, at 4:30 p.m. Central Time, and late proposals will not be considered. Pre-Bid Conference Date May 17, 2023 10:00:00 AM CDT Location Online Conference Notes Login information will be emailed two business days prior to the event. Documents No Documents for this bid Customer Support: agencysupport@publicpurchase.com I Copyright 1999-2023© I The Public Group,LLC.All rights reserved, l h� pt thfic I G"R-Al] 2410 S o u r c e w,e I I , Bawds F��irrw�u�.����:.. �irtd_�c)-re---b-id--s Create Account I��a ire Bid Details Bid Goods Classification: Bid Type: RFP - General Bid Number: RFP 061323 Bid Name: Flooring Materials, with Related Supplies and Services Bid Status: Closed Bid Closing Tue Jun 13, 2023 4:30:00 PM (CDT) Date: Question Mon Jun 5, 2023 4:30:00 PM (CDT) Deadline: Electronic Not Applicable Auctions: Language for Bid English unless specified in the bid document Submissions: Submission Online Submissions Only Type: Submission Online Submissions Only Address: Public Opening: Yes Public Opening See RFP and FAQ documents for details. Address: Description: Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Flooring Materials with Related Supplies and Services to result in a 2411 contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [h2 jj.,/Zprp.p .i. �.�..,. .��. g. �:�"::w." . .�.- mriu �y]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 13, 2023, at 4:30 p.m. Central Time, and late proposals will not be considered. Bid Document Bid Opportunity notices and awards and a free preview of the bid Access: documents is available on this site free of charge without registration. Please note, some documents may be secured and you will be required to register for the bid to download and view the documents. There is no cost to obtain an unsecured version of the document and /or to participate in this solicitation. Categories: h LeBodes...�wl..o Register for this Bid Download Bid Documents P hhwlq j #Or f dwh^qv The following are the meeting times and locations for the opportunity: Meeting Location,DescriptionIDate / Time�Mandatory Meeting'Meeting Document Online Login instructions will be posted to the Wednesday May t.Jnl Pre-'Proposal "Documents" section and available to registered 17, 202 10:00 AM No Conference suppliers two business days prior to the web (CDT) conference. 2412 SOU rcew ell' f Hovrit VAloiPas tt:rPtly:o�..ou•.rm u..w 6,3'+ fd, Ck � tVitl�l��l Flooring Materials with Related Supplies and Services Sourcewell,a State of Minnesora local government unit and service cooperative,is requesting proposals for Flooring Materials with Related Supplies and Services to result in a contracting solution for use by its Participating Entities.Sourcewell Participating Entities include thousands of governmental,higher education,K 12 education,nonprofit,tribal government,and other public agencies located in the United States and Canada A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal[mlps,;I;repo rral snu rrewell mn govi Only proposals submitted through the Sourcewell Pioauement Portal will be considered Proposals are due no later than June 13,202 3,at 4:30 p in Central 1 ime,and late proposals will not be considered Important Dates Pre Proposal Conference: May 17,2023 at 10:00 am CDT Proposals Due: June 13,2023 at 4:30 pm CDT To obtmn a copy of the complete RFP,ask questions related to the RFP,of submit a proposal,please use the link below. SanuLu«ewra�4V YrtazsadPeavteirnh PoflRall EI,' Sourcewell u AN Souuau:aons...� f ✓ in V Abauv.ea Q:amateus 4':ammpnlluaurore 0e 0..agaaV P,:rc.9ua0.aa:t News P:ppWUTk"dGb(ra-OUq Y,y SuD uuQoeauu's'_ N—,a,vamu3ot-s P-acymOWV kr—sitolll:v sUPJpNdeo GdPt'ourt:es••• A rian: . U All Ash, ner„ea 2413 Closed • Bid Notice Only Publish :v,.r fy o firms Solicitation Setting un lnlrir,l'L'AO— No r Lvuuu."l. No w InPei i"IA Alplii M No ,t I:ol;aPi lay✓ II Y "n014a ro vv ul VI Vast' No Solicitation Detalls n Mandatory Information Widlohon type RFP ,.call.V rvll� Nheo ruae YI9IV3 Solicitation Name Flooring Materials with Related Supplies and Sell I'I"n Qu1lr[v' ^nn Mr,bmi�v0r„ai�u Country&11--ei5 le Canada/Ontario lhuloltl '. 'IlIlfly ii.+vnuo.a.wr;�l Accept Questions Not Applicable Internal Information(For Internal Use only) Procurement Tllle/Praiect Name 061323 Flooring Materlalswllh Related Supplies and Sery1c. Advertisement A — BaslcSeUings ..... ...... .... ,® ......... _ ..------- ,, _ ...... ......... ............0 vo.Of¢ItiP 3rl tllrlco fdPue ruin rtuVVa ullull tV^ua I Vo o[vrldl ry .Ih ru n0 $240 000 000 00 nr II,n�P:4,Vu Pd/10Ir12023 ✓:I,asiI mrl,',N,il 06/13/202316:30:000T V I I s1J�I:upVinn rll'�lw irk .Sv',lv, 10.000.001 over :veidieipauinu^ Selected Categories...........................�. ...................�.w,....�.,.,,,.,.,...,.......... .,,,�............................._.... Construction Bulltling Cons[ruC['on Crnxrete Wolk.Sldewalks.Sleer N—Inum.Metal Fabncal on Mortar �, Reiru'klm Stole Claclding Flooring Supplies And Services CarpenuyAnd Wood S'fv Building Projects/Renovallon.r Demolition plalecls Demo)U-Cvll Works Earch Movin si[cpre g para[lon Masonry Works llntlergt of 1tl Storage Fences•PalletRacking.Mhvmk.Waterprcrohng Par king Lels.Modular FImn etc Sollcltallon Overvlew Source el Flooring Materials with Related Supplies and Services <.In• IJ P.,,rs t i � nolJ nc+. PJer,�il: Sourrewell,a stare of Mhmesola local gover—otunit and se rvlceceope,,Il,e,Isrequesting proposals for Flooring Materials with Re lal ed supplles and Services to result In a contracting solution tar use by Its Participating E,l sourcewell Pm Uclpating Fntides Include thousands of govemmentA,higher education,g 12 education,nonproRl,ldbal governmenl,and other public agendas lolated In the UnllM States and Canada,A full ropy of the Request for Proposals can be found on the Sourcewell Procurement Poflal Ilalp0/pi,.l,,la:punersell inn girvj,Only proposals submitted through the sourrewell Procurement portal will be consldered,proposals are due no later than June l3,2023,at 4:10 p or Central l lnte,and late proposals will not W considered 6 Copcylrh12023 R2CoW.NI Rights Resened Powered by Lldl evn hkvin]wNi"'±"lirwrcz:.°.I 2414 g Materials with Related Supplies and Se.... 061323 Floonn _.. ...,IT.m .....-._. .._ w _...._..m. Notice Basic Information Estimated Contract Value(CAD) $240,000,000.00(Not shown to suppliers) Reference Number 0000245972 Issuing Organization Sourcewell Owner Organization Solicitation Type RFP-Request for Proposal(Formal) Solicitation Number 061323 Title Flooring Materials with Related Supplies and Services Source ID PP.CO.USA.868485.C88455 Details Location All of Canada,All of Canada Purchase Type Duration:4 years Description Sourcewell,a State of Minnesota local government unit and service cooperative,is requesting proposals for Flooring Materials with Related Supplies and Services to result in a contracting solution for use by its Participating Entities.Sourcewell Participating Entities include thousands of governmental,higher education,K-12 education,nonprofit,tribal government,and other public agencies located in the United States and Canada.A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal[http .//proportdl.souroewell-mn gov).Only proposals submitted through the Sourcewell Procurement Portal will be considered.Proposals are due no later than June 13,2023,at 4:30 p.m. Central Time,and late proposals will not be considered. Dates Publication 2023/04/25 09:38:52 AM EDT Question Acceptance Deadline 2023/06/05 05:30:00 PM EDT Questions are submitted online No Bid Intent Not Available Closing Date 2023/06/13 05:30:00 PM EDT Contact Information Procurement Department 218-894-1930 rfp@sourcewell-mn.gov Bid Submission Process Bid Submission Type Electronic Bid Submission Pricing Lump sum Pricing Lump sum Bid Documents List Item Name Description Mandatory Limited to 1 file Bid Documents Documents defining the proposal No No 2023/04/25 09:39:01 AM EDT Page 1 of 2 2415 061323-Flooring Materials with Related Suv liess and Se.m.wwwwwwwwww__ Categories Selected Categories SIN Category(1) G Goods Goods N72 Household And!Commercial Furnishings And Appliances Household And Commercial Furnishings And Appliances N7220 FLOOR COVERINGS Floor Coverings Includes Linoleum;Rubber and Asphalt Tile;Carpets;Rugs;Rug pads. MERX Category(1) C Goods Goods G13 Fabricated Materials Fabricated Materials UNSPSC Categories(2) 30000000 Structures and Building and Construction and Manufacturing Components and Supplies 30160000 Interior finishing materials 30161700 Flooring 52000000 Domestic Appliances and Supplies and Consumer Electronic Products 1 52100000 Floor coverings 52101500 Rugs and mats 2023/04/25 09:39:01 AM EDT Page 2 of 2 2416 DocuSign Envelope ID:CDE32CC8-0B5D-4CF2-9591-F477BDOE175E NO- Source Proposal Opening Record Date of opening: June 13,2023 Sourcewell posted Request for Proposal#061323,for the procurement of Flooring Materials with Related Supplies and Services,on the Sourcewell Procurement Portal [ j9pgrt 1. urcewe11-Mn gov on Tuesday,April 25,2023,and the solicitation remained in an open status within the portal until June 13,2023,at 4:30 pm CT. The RFP required that all proposals be submitted through the Sourcewell Procurement Portal no later than 4:30 pm CT on June 13,2023,the date and time specified in the Solicitation Schedule. The undersigned certify that all responses received on Request for Proposal#061323 were submitted through the Sourcewell Procurement Portal,and that each Proposer's response material was digitally sealed upon submission and remained inaccessible until the due date and time specified in the Solicitation Schedule. Responses were received from the following: Bentley Mills, Inc.-Submitted 6/13/23 at 10:11:50 AM CBC America, LLC dba TOLI International TOLI TOLI Corp.-Submitted 6/09/23 at 2:15:39 PM Champion Flooring-Submitted 6/13/23 at 12:26:17 PM Division 9 Flooring-Submitted 6/13/23 at 3:14:53 PM Emser Tile, LLC-Submitted 6/13/23 at 4:22:32 PM Engineered Floors,LLC dba J+J Flooring Group-Submitted 6/13/23 at 9:03:57 AM Facility Armor-Submitted 6/13/23 at 2:05:16 PM Forbo Flooring, Inc.,dba Forbo Flooring Systems-Submitted 6/12/23 at 1:57:27 PM Gerflor USA-Submitted 6/12/23 at 4:20:31 PM Giant Floor and Wall Covering Co., Inc.-Submitted 6/02/23 at 5:39:36 PM Interface Americas,Inc.-Submitted 6/09/23 at 11:55:32 AM Karndean International, LLC-Submitted 6/13/23 at 2:24:30 PM Mannington Mills,Inc.-Submitted 6/09/23 at 10:59:07 AM Mats, Inc.dba Matter Surfaces-Submitted 6/12/23 at 2:49:11 PM Maxxon, Inc.-Submitted 6/13/23 at 1:15:24 PM MegaCera, LLC-Submitted 6/13/23 at 5:24:56 AM Milliken Services, LLC-Submitted 6/13/23 at 9:28:54 AM Mohawk Carpet Distribution, LLC-Submitted 6/12/23 at 2:25:09 PM RB&G Products, LLC dba Zandur-Submitted 6/08/23 at 11:06:44 AM Roppe Holding Company-Submitted 6/13/23 at 4:13:58 PM Shaw Integrated and Turf Solutions, Inc.-Submitted 6/13/23 at 8:17:35 AM Tarkett USA, Inc.-Submitted 6/13/23 at 12:26:11 PM UPOFLOOR Americas, Inc. dba Kahrs Commercial Flooring-Submitted 6/13/23 at 11:43:45 AM 2417 DocuSign Envelope ID:CDE32CC8-OB5D-4CF2-9591-F477BDOE175E The Proposals were opened electronically,and a list of all Proposers was made publicly available in the Sourcewell Procurement Portal,on June 13,2023,at 4:31:17 PM CT.All responsive proposals were then submitted for review by the Sourcewell Evaluation Committee. DoesaW9910d bys DocuMpned by, F E m Greg Grunig, MS, Procurement Lead Analyst Carol Jackson, Procurement Analyst 2418 DocuSign Envelope ID:C9C99609-99CF4D7C-9D23-BFF9DF895732 Proposal Evaluation FIooP'lakg materials sa h Rolatod$uppffes and$afiPMlm RFP 053327 Soulcewell ewMlMrliy lnt�l. eoM rYw�.wal Idrn�nn '." *rx.� ar•=".c �.n.^^,'^.MgW,rtwanrvq nPa„a,!Mrr,4E.... .W,-------_„ arA .. 41 .. @ Iva' ....... �-- ..,,,,.... ..._,.S4Ai .... . .........r ..�. PYnnaol MrwMlYonY .. fA SAI SS tAA A AIT. AOt F _AAP, Aq Apl1 AAP API m — AH0 AM A11I ,____._ Ywr �_ ....... ..� ...,.,.,. ! .� AW._ ..,,w�_....� .. ............A,,.,a pA,..... anPIN MN rvwiU sl Pllwoi�L N� .......�.,...,..a,�%FOM.v.�.w.. ..,.A �.mm ,........................�. �.,.w......w....,...KW.N .�..����M,�AWw .....�.,m ;:..u......,�...... ..7.... Y" ....,..�..��,....... APT 9F9.. .............. .m..........,...,...,...A�. 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GroIAMAoon,PrtartmeYrt MAAYYt Nkk S.W.,P—...M Andy. 2419 DocuSign Envelope ID:84096366-2C22-4E08-8244-E13A6551E07D �GrxSNt9Nn PM Ir q^��i Sourcewell COMMENT AND REVIEW to the REQUEST FOR PROPOSAL(RFP)#061323 Entitled Flooring Materials with Related Supplies and Services The following advertisement was placed April 25, 2023 in USA Today, in South Carolina's The State, and on the Sourcewell website www.sourcewell-mn, oy,Sourcewell Procurement Portal,hu as. ro_portal.sourcewell- mn.gov, Biddingo, Merx, PublicPurchase.com,The New York State Contract Reporter www.nyscr.ny.gov,April 26, 2023 in Oregon's Daily Journal of Commerce, and April 25 and May 2, 2023 in The Oklahoman: Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Flooring Materials with Related Supplies and Services to result in a contracting solution for use by its Participating Entities.Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada.A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [htt &. ortaLsourcewell-mn.aov)'. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 13, 2023, at 4:30 p.m. Central Time, and late proposals will not be considered. The solicitation process was conducted through the Sourcewell Procurement Portal.The following parties expressed interest in the solicitation by registering for this opportunity within the portal: Accu Steel, Inc. Kal-Trading, Inc. AHF Products Karndean International, LLC American Biltrite(Canada), Ltd. Mannington Mills, Inc. Bentley Mills, Inc. _ Mathusek, Incorporated BOSS CARPET ONE, LLC Mats, Inc. dba Matter Surfaces Britespan Building Systems, Inc. Maxxon, Inc. CBC America, LLC dba TOLI International TOLI TOLI Corp. MegaCera, LLC CDK Logistics, LLC Milliken &Company cfs INTERIORS&FLOORING Milliken Services, LLC Champion Flooring Mohawk Carpet Distribution, LLC Division 9 Flooring NPN Carpet Installation, Inc. 2420 DocuSign Envelope ID:84096366-2C22-4E08-8244-E13A6551 E07D Ecore ..�.... ........ ......................_ ...... ..�...._.. -��------------- International NWT&Nunavut Construction Association Emser Tile, LLC OplerwFlooring _........ .........._.. _ ...... ...... _...... Engineered Floors, LLC dba J+J Flooring Group PANDAFLOOR CONTRACTING, LTD Equitable PWXPress Excelsior Concrete Coatings RB&G Products, LLC dba Zandur Facility Armor Regina Construction Association Floorsite, Inc. Resell Solutions, LLC Forbo Flooring, Inc.,dba Forbo Flooring Systems Ro pe Holding Company Freedom Construction, LLC Sentinel Polymers Canada, Inc. Gerflor USA Share Corporation Giant Floor and Wall Covering Co., Inc. Shaw Integrated and Turf Solutions, Inc. Good News Group, Inc. Sled Consulting, LLC Great Floors, Inc, Tarkett USA, Inc. .............. healthchek network, �......_. . t ._ rk, LLC Tiles In Style DBATaza Supplies, LLC UPOFLOOR Americas, Inc. dba Kahrs Interface Americas, Inc. Commercial Flooring All Proposals remained sealed within the Sourcewell Procurement Portal until the scheduled due date and time. Proposals were electronically opened,and the list of all Proposers was made publicly available on the Sourcewell Procurement Portal,on June 13,2023 at 4:31:17 pm CT. Proposals were received from the following: Bentley Mills, Inc. CBC America, LLC dba TOLI International TOLI TOLI Corp. Champion Flooring Division 9 Flooring Emser Tile, LLC Engineered Floors, LLC dba J+J Flooring Group Facility Armor Forbo Flooring, Inc.,dba Forbo Flooring Systems Gerflor USA Giant Floor and Wall Covering Co., Inc. Interface Americas, Inc. Karndean International, LLC Mannington Mills, Inc. Mats, Inc. dba Matter Surfaces Maxxon, Inc. MegaCera, LLC Milliken Services, LLC Mohawk Carpet Distribution, LLC RB&G Products, LLC dba Zandur Roppe Holding Company Shaw Integrated and Turf Solutions, Inc. Tarkett USA, Inc. UPOFLOOR Americas, Inc. dba Kahrs Commercial Flooring 2421 DocuSign Envelope ID:84096366-2C22-4E08-8244-E13A6551 E07D Proposals were reviewed by the Proposal Evaluation Committee: James Voelker,CPCM, CFCM, Procurement Supervisor Carol Jackson, Procurement Analyst Brandon Town, NIGP-CPP,CPSM,CPSD, Procurement Analyst Nick Scholer, Procurement Analyst The findings of the Proposal Evaluation Committee are summarized as follows: The Proposal Evaluation Committee applied the Sourcewell RFP evaluation criteria and determined that the products and services offered in the proposal response from Champion Flooring,fell outside of the Requested Equipment, Products,or Services of the RFP. All other proposals were found to meet the scope and mandatory submittal requirements and were evaluated. Bentley Mills, Inc., manufactures a wide selection of flooring options including resilient,vinyl, broadloom, carpet tile,flooring hybrid,and rugs.Their sales staff and service network will work throughout the United States and Canada to serve Sourcewell participating entities. Bently Mills, Inc.,actively promotes recycling and carpet waste minimization through their FULFILL program.They are offering substantial discounts off list price. Division 9 Flooring,distributes a comprehensive catalog of flooring solutions such as resilient,ceramic, porcelain tile,wood, hardwood, laminate, rubber,vinyl, broadloom,carpet tile,epoxy,flooring hybrids,floor mats,and rugs. Their sales and installers are ready to serve Sourcewell participating entities in the United States and Canada. Division 9 Flooring is a nationally certified Woman-Owned Business from both NWBOC and WBENC.They are offering Sourcewell participating entities competitive pricing discounts. Forbo Flooring, Inc., provides a broad offering of flooring types including resilient,vinyl, broadloom,carpet tile, flooring hybrids,and floor mats.Their sales staff and dealer network will serve Sourcewell participating entities throughout the United States and Canada.All of Forbo Flooring's product categories offer 100%safe and traceable raw materials.They are offering considerable discounts off list price. Interface Americas, Inc., manufactures a variety of flooring options such as resilient, rubber,vinyl,and carpet tile. Their sales team and extensive dealer network are ready to serve Sourcewell participating entities in the United States. Interface Americas'flooring products are carbon neutral across their full product life cycle through their third-party verified Carbon Neutral FloorsTM program.They are offering Sourcewell participating entities solid pricing discount. Mannington Mills, Inc., is a manufacturer of resilient, rubber,vinyl, broadloom,carpet tile, and rug flooring solutions.Their regionally aligned sales teams and 400 dealer/installer partners will work throughout the United States to serve Sourcewell participating entities. Mannington Mills'commercial products can also contribute credits towards LEED,WELL,and other green building rating certifications.They are offering competitive discounts off list price. Mats, Inc., distributes a solid selection of resilient,wood, rubber,vinyl, broadloom, carpet tile,flooring hybrids, floor mats,and rug flooring materials.Their internal sales staff and dealer partners are ready to serve Sourcewell participating entities in the United States and Canada. Mats, Inc.,offers sustainable flooring solutions that support green building and certification programs including LEED, Mindful Materials,and WELL Building Standard and are also a signatory of the Manufacturer Materials Pledge with Mindful Materials.They are offering Sourcewell participating entities solid discounts from list pricing. 2422 DocuSign Envelope ID:84096366-2C22-4E08-8244-E13A6551E07D Milliken Services, LLC, provides a full selection of flooring solutions including resilient,ceramic, porcelain tile, wood, hardwood, laminate, rubber,vinyl, broadloom,carpet tile,epoxy,flooring hybrids,floor mats,and rugs. Their sales staff and dealer network of over 7000 will work throughout the United States and Canada to serve Sourcewell participating entities. Milliken Services'acoustic technology of their carpet the solutions reduces in- room and through-floor noise by up to 50%compared to other flooring.They are offering substantial discounts off list price. Mohawk Carpet Distribution, LLC, manufactures a wide variety of flooring solutions including resilient, laminate, rubber,vinyl, broadloom, and carpet tile.Their commercial sales force and dealer network are ready to serve Sourcewell participating entities in the United States and Canada. Mohawk Carpet Distribution's EcoFlex ONE backing is 100%carbon neutral and additionally provides a 5%carbon offset.They are offering Sourcewell participating entities solid pricing discounts. Roppe Holding Company, is a manufacturer of flooring solutions such as resilient, rubber,and vinyl.Their regionally aligned sales staff and distributor partners will work throughout the United States and Canada to serve Sourcewell participating entities.All of Roppe Holding Company's products are emissions tested to GreenGuard Gold or FloorScore certification.They are offering competitive discounts off list price. Shaw Integrated and Turf Solutions, Inc., provides a large selection of resilient,ceramic, porcelain tile,wood,vinyl, broadloom, carpet tile,flooring hybrids,floor mats,and rug flooring solutions.Their sales staff and installation partners are ready to serve Sourcewell participating entities in the United States and Canada. Shaw's re[TURN]® Reclamation Program allows for the return of EcoWorx, ReWorx,and Shaw-made resilient flooring to be diverted from landfills and recycled into new products.They are offering Sourcewell participating entities substantial pricing discounts. Tarkett USA, Inc., manufactures a wide selection of resilient, ceramic, porcelain tile, laminate, rubber,vinyl, broadloom, carpet tile,epoxy,and flooring hybrid solutions.Their sales force and approved dealer network will work throughout the United States and Canada to serve Sourcewell participating entities.Tarkett USA's products are Cradle to Cradle Certified"'for five criteria which include, material health, product circularity, renewable energy and climate requirements,water stewardship, and social fairness.They are offering competitive discounts off list price. For these reasons,the Sourcewell Proposal Evaluation Committee recommends award of Sourcewell Contract #061323 to: Bentley Mills, Inc. #061323-13PS Division 9 Flooring #061323-DV9 Forbo Flooring, Inc., dba Forbo Flooring Systems #061323-FRO Interface Americas, Inc. #061323-IFA Mannington Mills, Inc. #061323-MMI Mats, Inc.dba Matter Surfaces #061323-MAT Milliken Services, LLC #061323-MAC Mohawk Carpet Distribution, LLC #061323-MCD Roppe Holding Company #061323-RPP Shaw Integrated and Turf Solutions, Inc. #061323-SII Tarkett USA, Inc. #061323-TFU 2423 DocuSign Envelope ID:84096366-2C22-4E08-8244-E13A6551E07D Sou,VV'd;eWkNJeH Page 5 of The preceding recommendations were approved on July 21,2021 DocuSdgsesd iwyr'. James Voelker, CPCM,CFCM,Procurement Supervisor DocuSignedby: ua F'FF�ddtFDF:0.�:�Fd td'F,,, Carol Jackson, Procurement Analyst � OacuSignad bw G�dadP +� y�drN°.,, 1d3rt�,���61ad'4y"d7+tl�d�.. Brandon Town, NIGP-CPP,CPSM,CPSD, Procurement Analyst Doc.u:ftndd'..by:. Y 9�9i�9.M100CA04467._. Nick Scholer, Procurement Analyst 2424 DocuSign Envelope ID:84096366-2C22-4E08-8244-E13A6551E07D STATEMENT OF COMPLIANCE As Chief Procurement Officer for Sourcewell, I have reviewed the recommendation of the Evaluation Committee and the accompanying support materials documenting the process followed for RFP#061323 for Flooring Materials with Related Supplies and Services. The committee accepted,deemed responsive,evaluated,and recommended proposals for award. Under authority granted to the Chief Procurement Officer in Sourcewell's bylaws,the recommendations set forth above are approved. I hereby certify: 1. Sourcewell is a government agency,created and authorized by Minnesota law to provide cooperative procurement contracts. 2. The procurement process and resulting contracts have been awarded in compliance with the laws of the State of Minnesota (Minnesota Statutes Chapter 471 and Minnesota Statutes Section 123A.21),and in conformity to Sourcewell's Procurement Policy. D"uS.Vg,ned by: .frF1';�F413G'M6,489,. Jeremy Schwartz,CSSBB,CPPO, NIGP-CPP Sourcewell Chief Procurement Officer 2425 DocuSign Envelope ID:870F5044-274F-4979-8044-B464723BBEE2 SOURCEWELL STATE OF MINNESOTA sourcewell Member Thi el moved the adoption of the following Resolution: RESOLUTION TO APPROVE SOLICITATION AND/OR RE-SOLICITATION OF CATEGORIES 3/21/2023 Resolution No.2023.07 WHEREAS,Sourcewell desires to issue a solicitation, and is seeking permission from the Board to issue a solicitation,for the categories listed on Appendix A, which is attached and incorporated. WHEREAS,through the Sourcewell Procurement Policy,the Board designated the Chief Procurement Officer to administer Sourcewell's cooperative purchasing and contracting program;and WHEREAS,the Chief Procurement Officer recommends approval of categories detailed above. NOW THEREFORE BE IT RESOLVED that the Board of Directors hereby approves the solicitation of categories. The motion for the adoption of the foregoing resolution was duly seconded by Member Nagel and the following voted in favor: (list names here) zylka, Nagel , Thiel , Barrows , Arts , Kicker and the following voted against: (list names here or"NONE") NONE whereupon said resolution was declared duly passed and adopted. ATTEST: DorkASIgned by: 5 Clerk to the Board of Directors 2426 DocuSign Envelope ID:870F5044-274F-4979-8044-B464723BBEE2 APPENDIX A SOURCEWELL PROCUREMENT DEPARTMENT BOARD ITEMS-March 2023 Ra uIestiro Brra d err Isslo o to Solicit the folicrirriri ategartesw Z None m Z 1 Gal z Ro Ia stln Board rrnissiion to Re-Sailcit the lollawiri categories: o , . a Flooring Materials with Related Supplies and Services 1 m '® 9 to NEW CONTRACTS Supplier Name Contract Number Solicitation Title BOXX Modular,Inc. 120822-BXX "Relocatable Building and Storage Solutions with Related Services" Z McGrath RentCorp dba Mobile Modular Management 120822-MMR "Relocatable Building and Storage Solutions with Related Services" LA Triumph Modular,Inc. 120822 TRM "Relocatable Building and Storage Solutions with Related Services m 1 Avaya,Inc. 120122-AVY "Unified Communication and Contact Center Solutions" a Gioia P.Ambrette dba Newcastle Communications 120122-NEW "Unified Communication and Contact Center Solutions" C1 '" Mitel Business Solutions,Inc. 120122-MBS "Unified Communication and Contact Center Solutions" Z t7 Presidia Networked Solutions 120122-PSO "Unified Communication and Contact Center Solutions" 1 RingCentral,Inc. 120122-RNG "Unified Communication and Contact Center Solutions" m 3 CONTRACT EXTENSIONS Supplier Name Contract Number Solicitation Title Krueger International,Inc. 121919 KII "Furniture Solutions with Related Accessories and Services" "Athletic and Physical Education Equipment and Supplies with Flaghouse,Inc. 071819-FLG Related Accessories" "Athletic and Physical Education Equipment and Supplies with Litania Sports/Porter Athletic/Gill Athletics 071819PTA Related Accessories" "Athletic and Physical Education Equipment and Supplies with ,Prophet Corp./Gopher Sport 071819-PRO Related Accessories" "Athletic and Physical Education Equipment and Supplies with School Health Physical Education 071819-PAL Related Accessories" "Pre-Engineered Buildings with Related Materials,Site Preportlon, Nucor Buildings Group 013019-NUC Installation and Ancillary Services" "Portable Construction Equipment with Related Accessories and Clark Equipment/Bobcat/Doosan 041719 CEC Attachments" NEW IDIQ CONTRACTS None IDIQ;Contract Extensions Company Name Contract Number None 2427 DocuSign Envelope ID:637A0871-A414-46B3-AF92-633293B80E65 fA SOURCEWELL � STATE OF MINNESOTA sourcewd Member Kircher moved the adoption of the following Resolution: RESOLUTION TO RATIFY COOPERATIVE CONTRACTING AWARDS 8/15/2023 Resolution No.202321 WHEREAS,the Sourcewell Board of Directors previously authorized the solicitations for the cooperative categories listed on Appendix A,which is attached and incorporated;and WHEREAS,Sourcewell issued the cooperative contracting solicitations for the authorized categories; and WHEREAS,through the Sourcewell Procurement Policy,the Board designated the Chief Procurement Officer to administer Sourcewell's cooperative purchasing and contracting program and to award all competitively solicited contracts,without limitation;and WHEREAS,the Chief Procurement Officer made the awards listed based on the results of the competitive solicitation process;and WHEREAS,the Board acknowledges that the awards made by the Chief Procurement Officer are valid and binding; however, based upon some members'legal requirements the Chief Procurement Official is required to seek subsequent Board ratification of all cooperative purchasing awards. NOW THEREFORE BE IT RESOLVED by the Board of Directors ratifies the cooperative contracting awards made by the Chief Procurement Officer listed on Appendix A. The motion for the adoption of the foregoing resolution was duly seconded by Member Barrows and the following voted in favor: (list names here) zylka, Nagel , Thiel , Barrows, Arts, Kircher, Kicker and the following voted against: (list names here or"NONE") NONE whereupon said resolution was declared duly passed and adopted. ATTEST: RmSigg"ed by: bvJ& alp Clerk to the Board of Directors 2428 DocuSign Envelope ID:637AO871-A414-46B3-AF92-633293BBOE65 APPENDIX A SOURCEMIW'ELL PROCUREMENT DEPARTMENT BOARD ITEMS-August 2023 Raf 4w o*1 Board parnfietdaat to Ulldt"tR 101101WIng'categoLtes- 0 Empl'oyee Benefit Administrative Products and Services Z an m Z a z o d .Nsedem to i Sodicdt the followin oat o esl D School Buses with Related Accessories Su lies,Parts,and Services =I Refuse Collection Vehicles with Related Equipment,Accessories,and Services 3 Industrial and Workplace Storage Systems with Related Accessories a' Indefinite Delivery Indefinite Quantity Construction-California NEW CONTRACTS Sup pler Name Contract Number Solicitation Title "Fleet Electrification Transition Planning,Management and Related Guidehouse,Inc. 051123-GUI Services" "Fleet Electrification Transition Planning,Management and Related Hatch Associates Consultants,Inc. 051123-HAT Services" "Fleet Electrification Transition Planning,Management,and Related ri Highland Electric Fleets,Inc. 051123-HEF Services" N "Fleet Electrification Transition Planning,Management and Related Z ICF Resources,LLC 051123-ICF Services" a "Fleet Electrification Transition Planning,Management and Related G1 InCharge Energy,Inc. 051123-INC Services" M Z "Fleet Electrification Transition Planning,Management and Related a INF Associates,LLC 051123-INA Services" "Fleet Electrification Transition Planning,Management and Related m U PA Consulting Group,Inc. 051123-PAC Services" "Fleet Electrification Transition Planning,Management and Related Positive Energy,Inc. 051123-PST Services" "Fleet Electrification Transition Planning,Management,and Related Sia Partners,Inc. 051123-SIA Services" AXIS Insurance Company 051623-AXC "Group Employee Benefits and Related Services" Colonial Life&Accident Insurance 051623-CLA "Group Employee Benefits and Related Services" Lincoln National Group 051623-LNG "Group Employee Benefits and Related Services" Meti-ife,Inc. 051623-MET "Group Employee Benefits and Related Services" Reliance Matrix 051623-RLC "Group Employee Benefits and Related Services" Adroit Advanced Technologies 062723-ADT 'Alternative Student and Client Transportation Services" Assist Services 062723-ARS 'Alternative Student and Client Transportation Services" First Student 062723-FIR "Alternative Student and Client Transportation Services" HopSkipDrive 062723-HSD 'Alternative Student and Client Transportation Services" Bentley Mills 0613223•BPS "Floating Materials with Related Supplies and Services' Division 9 061323-DV9 "Flooring Materials with Related Supplies and Services" Forbo Flooring Systems 061323-FRO "Flooring Materials with Related Su lies and Services" Interface Americas 061323-IFA "Flooring Materials with Related Supplies and Services" Mannington Mills 061323-MMI "Flooring Materials with Related Supplies and Services" Mats,Inc. 061323-MAT "Floorinm Materials with Related Su Iles and Services" Milliken Services 061323-MAC "Flooring Materials with Related Supplies and Services" Mohawk Carpet Distribution 061323-MCD "Flooring Materials with Related Supplies and Services" Roppe Corporation 061323-RPP "Flooring Materials with Related Supplies and Services" Shaw Integrated and Turf Solutions 061323-Sll "Fluuting Muleriuls wilt Reluled Su lies und5ea vices" Tarkett USA 061323-TFU "Floating Materials with Related Sappies and Services" CONTRACT EXTENSIONS So plier Name Contract Number Soiicitaidan Title Genuine Parts Company-NAPA Integrated "Fleet and Facility Related Vendor Managed Inventory and Logistics Business Solutions 110520-GPC Management Solutions" Unifirst Corporation 040920-UFC "Uniforms with Related Products and Services" CNH Imdustrial America 110719-CNH 'Ag Tractors with Related Attachments,Accessories and Supplies'' NEW IDIQ CONTRACTS Company Name Contract Number Region-Type of Work None 1014 Contract Extensions Company Name Contract Number 2429 DocuSign Envelope ID:637AO871-A414-46B3•AF92-633293B8OE65 APPENDIX A Continued Johnson-Laux Construction,LLC MD-RI-GC04-052621-1LC Centennial Contractors Enterprises,Inc. MD-RI-GC03-052621-CCE Step 1 Enterprises,LLC MD-RI-GCOl-052621-S1E Vigil Contracting,Inc. MD-R4-GCO1-052621-VGL Adrian L.Merton,Inc. MD-R5-HVACO2-052621-ALM Centennial Contractors Enterprises,Inc. MD-R3-GCO2-052621-CCE Centennial Contractors Enterprises,Inc. MD-114-GCO2-052621-CCE Bethel Electric Construction Company of Maryland, LLC MD-R3-EO1-052621-BEC Vigil Contracting,Inc. MD-R2-HVAC01-052621-VGL Vigil Contracting,Inc. MD-R4-EO2-052621-VGL S-Works Construction Corporation MD-R2-GC03-052621-SWC Paige Industrial Services,Inc. MD-R3-GC03-052621-PAI Paige Industrial Services,Inc. MD-R3-EO2-052621-PAI Paige Industrial Services,Inc. MD-R3-RW02-052621-PAI Vigil Contracting,Inc. MD-RS-GCO2-052621-VGL Adrian L.Merton,Inc. MD-R4-HVACO2-052621-ALM Vigil Contracting,Inc. MD-R4-HVAC01-052621-VGL Vigil Contracting,Inc. MD-R5-HVAC01-052621-VGL Vigil Contracting,Inc. MD-R2-EO2-052621-VGL The Matthews Group MD-R2-GC04-052621-TMG Paige Industrial Services,Inc. MD-RS-GC03-052621-PAI Skyline Roofing,Inc. MD-112-RW01-052621-SKY Skyline Roofing,Inc. MD-R3-RW01-052621-SKY Vigil Contracting,Inc. MD-R2-GCO1-052621-VGL Pai a Industrial Services,Inc. MD-R6-HVACO2-052621-PAI Paige Industrial Services,Inc. MD-R5-RW02-052621-PAI Paige Industrial Services,Inc. MD-R6-RW02-052621-PAI Bethel Electric Construction Company of Maryland, LLC M D-Rl-E01-052621-BEC Paige Industrial Services,Inc. MD-R3-PACOl-052621-PAI Paige Industrial Services,Inc. MD-R5-PACO2-052621-PAI Bethel Electric Construction Company of Maryland, LLC M D-R4-EO1-052621-BEC Bethel Electric Construction Company of Maryland, LLC M D-R5-E01-052621-BEC Adrian L.Merton,Inc. MD-R2-HVACO2-052621-ALM Vigil Contracting,Inc. MD-R6-GCOi-052621-VGL Vigil Contracting,Inc. MD-R6-HVACOl-052621-VGL Vigil Contracting,Inc. MD-R5-EO2-052621-VGL Centennial Contractors Enterprises,Inc. MD-R6-GC04-052621-CCE Vigil Contracting,Inc. !MD-R3-GC04-052621-VGL Vigil Contracting,Inc. MD-R3-HVAC01-052621-VGL Nichols Contracting,Inc. MD-113-GC01-052621-NIC Bethel Electric Construction Company of Maryland, LLC MD-R6-EO1-052621-BEC Skyline Roofing,Inc. MD-RI-RWOS-052621-SKY Skyline Roofing,Inc. MD-R5-RWO1-052621-SKY Vigil Contracting,Inc. MD-R6-E02-052621-VGL Nichols Contracting,Inc. MD-115-GC01-052621-NIC F.H.Paschen,S.N.Nielsen&Associates,LLC MD-Rl-GCO2-052621-FHP S-Works Construction Corporation MD-R4-GC04-052621-SWC Paige Industrial Services,Inc. MD-R6-GC03-052621-PAI Centennial Contractors Enterprises,Inc. MD-R5-GC04-052621-CCE Bethel Electric Construction Company of Maryland, LLC MD-R2-E01-052621-BEC Adrian L.Merton,Inc. MD-R3-HVACO2-052621-ALM Paige Industrial Services,Inc. MD-R6-PACO2-052621-PAI Place Services,Inc. KY-E-GC01-062420-PLS The Lusk Group KY-E-RWO1-062420-LMC Calhoun Construction Services KY-NC-GCO2-062420-CAC The Lusk Group KY-W-E02-062420-LMC Tecta America Corp. KY-W-RW02-062420-TEA Place Services,Inc. KY-NC-GC03-062420-PLS Place Services,Inc. KY-NC-EO1-062420-PLS The Lusk Group KY-NC-RWO1-062420-LMC 2430 DocuSign Envelope ID:637AO871-A414-46B3-AF92-633293B8OE65 APPENDIX A Continued The Lusk Group KY-NC-E02-062420-LMC The Lusk Group KY-W-RW01-062420-LMC Tecta America Corp. KY-NC-RW02-062420-TEA Tecta America Corp. KY-E-RW02-062420-TEA Triton Services,Inc. KY-NC-HVAC01-062420-TRS The Lusk Group KY-W-GC03-062420-LMC The Lusk Group KY-E-HVAC01-062420-LMC The Lusk Group KY-E-E02-062420-LMC The Lusk Group KY-NC-GC05-062420-LMC The Lusk Group KY-E-GC03-062420-LMC Place Services,Inc. KY-W-EO1-062420-PLS Place Services,Inc. KY-W-GC01-062420-PLS Place Services,Inc. KY-E-E01-062420-PLS Triton Services,Inc. KY-NC-GCOl-062420-TRS The Lusk Group KY-W-HVAC01-062420-LMC F.H.Paschen,S.N.Nielsen&Associates,LLC KY-NC-GC04-062420-FHP F.H.Paschen,S.N.Nielsen&Associates,LLC KY-W-GCO2-062420-FHP F.H.Paschen,S.N.Nielsen&Associates,LLC _ KY-E-GCO2-062420-FHP The Lusk Group KY-NC HVACO2-062420-LMC 2431 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 2432 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 2433 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 2434 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 2435 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 2436 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 2437 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 2438 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 2439 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 2440 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 2441 "'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 2442 ............... 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 2443 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 2444 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 2445 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 2446 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 2447 -*"* 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 2448 Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Evergreen Solutions, LLC Contract# Effective Date: May 15, 2025 Expiration Date: ,June 15;202a Contract Purpose/Description: glary Study,for Airport Executive Director Position Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Bryan Gook 445$ Employee Services (Name) (Ext.) Department/Stop #) CONTRACT COSTS Total Dollar Value of Contract: $ 5,000.010 Current Year Portion: $ 5,0,0,0 ,Oo (must be$100,000.00 or less) (If multiyear agreement then Not t0 exceed $1�� 000.�� requires BOCC approval,unless the ;+'M�t,e,g;iRtdlfl r¢io,auw i "S'WO{}00,00„r q„s) Budgeted? Yes❑✓ No ❑ Grant: $ N/A County Match: $ N/A Fund/Cost Center/Spend Category: F0,01; CC_065©0, SC.Q'0038-Professionral Services ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: N/A (Not included in dollar value above) (e.g. maintenance,utilities,janitorial, salaries,etc.) Insurance Required: YES ❑NO 0 CONTRACT REVIEW Reviewer Date In Cook Department Head Signature: Bryan Cook Digitally Bryan090-04 Date'2025.05.13 13'09'40-04'00' Gaelan P Jones Digitally signed by GaelanPJones County Attorney Signature: Date:2025.05.13 14:09:22-04'00' Gaelan P Jones Digitally signedbyGaelanP Jane s Risk Management Signature: Date:2025.05.1314:09:32-04'00' Lisa Abreu Digitally signed by Lisa Abram Purchasing Signature: Date:2025.05.13 15:01:25-04'00' Arlene Martinez Digitally signed by Arlene Martinez OMB Signature: Date:2025.05.13 15:56:35-04'00' Comments: 2449 Consulting Services Agreement By and Between Monroe County,FL and Evergreen Solutions, LLC This Agreement(the"Agreement"), dated as of May 6,2025, is made by and between Evergreen Solutions,LLC, a Florida corporation("Evergreen"), and Monroe County(the"Client"). WHEREAS,Evergreen Solutions and the Client desire to enter into an agreement whereby Evergreen will provide certain management consulting services for the Client on the terms and conditions hereinafter set forth; and WHEREAS, Evergreen Solutions is willing to provide such management consulting services for the Client. NOW,THEREFORE,the parties hereto agree as follows: 1.Engagement.Evergreen Solutions hereby agrees to provide such management consulting services for the Client as may be reasonably requested by the Client in connection with the Letter Proposal submitted by Evergreen Solutions on April 23,2025,which is attached hereto as Exhibit A. 2. Extent of Services. Evergreen Solutions agrees to perform such services in a diligent and conscientious manner and to devote appropriate time,energies and skill to those duties called for hereunder during the term of this Agreement and in connection with the performance of such duties to act in a manner consistent with the primary objective of completing the engagement. Evergreen Solutions agrees to devote such time as is reasonably required to fulfill its duties hereunder. Throughout the duration of this agreement, Evergreen Solutions will serve as an independent contractor of the Client,as such; Evergreen Solutions will obey all laws relating to federal and state income taxes, Page 1 2450 associated payroll and business taxes, licenses and fees,workers compensation insurance, and all other applicable state and federal laws and regulations. , Evergreen Solutions may utilize subcontractors to perform the work subject to this Agreement,but Evergreen Solutions shall remain completely responsible to the Client for performance under this Agreement. 3. Term. The engagement of the Consultant hereunder by Client shall commence as of the date hereof and shall continue through June 15, 2025,unless earlier terminated,pursuant to Section 5 hereof. 4. Compensation. (a)As compensation for the services contemplated herein and for performance rendered by Evergreen Solutions of its duties and obligations hereunder,the Client shall pay to Evergreen Solutions an aggregate fee equal to$5,000(the"Consulting Fee"). (b)The Client's sole obligation shall be to pay Evergreen Solutions the amounts described in Section 4(a) of this Agreement,and the Consultant is not and shall not be deemed an employee of the Client for any purpose. (c)Payment shall be made in accordance with the Florida Local Government Prompt Payment Act, Section 218.70,Florida Statutes. Evergreen Solutions shall submit to the Client an invoice with supporting documentation in a form acceptable to the Monroe County Clerk of Court.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. 5.Termination.This Agreement shall be terminated as follows: (a) 30 days after written notice of termination is given by either party at any time after May 6,2025, provided however,that if the Client shall terminate this Agreement pursuant to this Section 5(a) for any reason other than Consultant's material breach of this Agreement(having given prior notice of, and reasonable opportunity for Consultant to cure, any such breach), Client shall pay to consultant in one lump sum an amount equal to that portion of the aggregate Consulting Fee which has not been paid to Consultant as of the effective date of such termination. (b)On such date as is mutually agreed by the parties in writing. (c)Upon expiration of the Term as set forth in Section 3. Upon termination of this Agreement pursuant to this Section 5,except as contemplated by Section 5(a) in the event Client terminates this Agreement in the absence of continuing material breach hereof by Consultant, Consultant shall be entitled to payment of only that portion of the Consulting Fee earned through the effective date of such termination and any portion of the Lump Sum Payment which has not been paid to Consultant as of the effective date of such termination. 6. Confidential Information.Evergreen Solutions shall not, at any time during or following expiration or termination of its engagement hereunder(regardless of the manner,reason,time or cause thereof) directly or indirectly disclose or furnish to any person not entitled to receive the same for the immediate benefit of the Client any trade secrets or confidential information as determined by the Client in writing. Page 2 2451 7.Covenants.Evergreen Solutions agrees to(a) faithfully and diligently do and perform the acts and duties required in connection with its engagement hereunder,and(b)not engage in any activity which is or likely is contrary to the welfare, interest or benefit of the business now or hereafter conducted by the Client. 8.Binding Effect.This Agreement will inure to the benefit of and shall be binding upon the parties hereto and their respective successors or assigns(whether resulting from any re organization, consolidation or merger of either of the parties or any assignment to a business to which all or substantially all of the assets of either party are sold). 9.Entire Agreement.This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof, supersedes all prior agreements and understandings with respect thereto and cannot be modified, amended,waived or terminated,in whole or in part, except in writing signed by the party to be charged. 10.Notices.All notices required to be given under the terms of this Agreement or which any of the parties desires to give hereunder shall be in writing and personally delivered or sent by registered or certified mail,return receipt requested,or sent by facsimile transmission, addressed as follows: (a.) If to Evergreen Solutions addressed to: Evergreen Solutions, LLC Attention: Dr. Jeff Ling,President 2528 Barrington Circle,Unit 201 Tallahassee,Florida 32308 (b.)If to the Client addressed to: Monroe County Attention: Mr. Bryan Cook,Director,Employee Services 1100 Simonton Street Key West,Florida 33040 Any party may designate a change of address at any time by giving written notice thereof to the other parties. 12. Records. Evergreen Solutions shall maintain all books,records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of this Agreement and for five(5)years following its termination. Evergreen Solutions must comply with Florida public records laws, including but not limited to Chapter 119,Florida Statutes and Section 24 of article I of the Constitution of Florida. Client and Evergreen Solutions shall allow and permit reasonable access to, and inspection of,all documents, records,papers, letters or other"public record"materials in its possession or under its control subject to the provisions of Chapter 119,Florida Statutes, and made or received by the Client and Evergreen Solutions in conjunction with this contract and related to contract performance. Client shall have the right to unilaterally cancel this contract upon violation of this provision by Evergreen Solutions. Failure of Evergreen Solutions to abide by the terms of this provision shall be deemed a material Page 3 2452 breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party,be entitled to reimbursement of all attorney's fees and costs associated with that proceeding.This provision shall survive any termination or expiration of the contract. As applicable, In accordance with F.S. 119.0701,Evergreen Solutions shall: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records,provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency 4. Upon completion of the contract,transfer, at no cost,to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract,the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract,the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency,upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. A contractor who fails to provide public records to Monroe County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section 119.10,Florida Statutes. Evergreen Solutions shall not transfer custody, release, alter, destroy,or otherwise dispose of any public records except as provided in this provision or as otherwise provided by law. IF EVERGREEN SOLUTIONS HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S/CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: GAELAN JONES, C/O MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH ST., SUITE 408, KEY WEST FL 33040,jones-gaelan@monroecounty-fl.gov, (305) 292-3470. 13. Relationship of the Parties.The parties agree that the relationship between the Evergreen Solutions and Client one of an independent contractor and not an employee,common law or otherwise. The parties agree that this is not an exclusive arrangement,and Evergreen Solutions is free to enter into other agreements with other persons or entities for the delivery of the same services. Page 4 2453 14. Governing Law&Venue.This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Disputes arising from this Agreement shall be brought in the County or Circuit Courts of the Florida Sixteenth Judicial Circuit,with venue in Monroe County, Florida.The prevailing party for such disputes shall be entitled to recover reasonable expenses,including attorney's fees and costs. 15. Sovereign Immunity. Evergreen Solutions acknowledges and agrees that Client does not waive any sovereign immunity afforded to it as a government entity under the laws of the State of Florida and the United States, and that,notwithstanding the provisions of Section 768.28,Florida Statutes,t nothing in this Agreement shall be construed as a waiver of such immunity by Client. 16. Nondiscrimination. Evergreen Solutions and Client 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. Evergreen Solutions and Client 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 prohibits discrimination on the basis of race, color or national origin; 2)Title IX of the Education Amendment of 1972, as amended(20 USC ss. 1681-1683,and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended(20 USC s. 794),which prohibits discrimination on the basis of disabilities;4)The Age Discrimination Act of 1975, as amended(42 USC ss. 6101-6107)which prohibits discrimination on the basis of age; 5)The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6)The Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970(PL 91-616), as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended,relating to confidentiality of alcohol and drug abuse patient records; 8)Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended,relating to nondiscrimination in the sale,rental or financing of housing; 9)The Americans with Disabilities Act of 1990(42 USC s. 12101 Note), as may be amended from time to time,relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II,which prohibits discrimination on the basis of race,color, sex,religion,national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of,this Agreement. 17. E-Verify. Beginning January 1, 2021, in accordance with F.S.448.095, Contractors and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E- Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S.Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Evergreen Solutions shall comply with and be subject to the provisions of F.S. 448.095 18. No Solicitation. Evergreen Solutions and Client warrant that,in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, Page 5 2454 commission,percentage,gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision,Evergreen Solutions agrees that Client shall have the right to terminate this Agreement without liability and,at its discretion,to offset from monies owed, or otherwise recover,the full amount of such fee, commission,percentage, gift, or consideration. 19. Public Entity Crimes.Evergreen Solutions certifies and agrees that Evergreen Solutions nor any Affiliate has been placed on the convicted vendor list within the last 36 months. In accordance with Section 287.134,Florida Statutes,an entity or affiliate who has been placed on the Discriminatory Vendor List,kept by the Florida Department of Management Services,may not submit a bid on a contract to provide 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 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. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity,may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work,may not submit bids on leases of real property to public entity,may not be awarded or perform work as a contractor, supplier, subcontractor. By signing this Agreement,Evergreen Solutions represents that the execution of this Agreement will not violate the Public Entity Crimes Act(Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment and ineligibility of Evergreen Solutions to receive future contracts from Client.In addition to the foregoing,Evergreen Solutions further represents that there has been no determination,based on an audit,that it or any subcontractor has committed an act defined by Section 287.133,Florida Statutes, as a"public entity crime"and that it has not been formally charged with committing an act defined as a"public entity crime"regardless of the amount of money involved or whether Evergreen Solutions has been placed on the convicted vendor list. Evergreen Solutions agrees to promptly notify Client if it or any subcontractor is formally charged with an act defined as a"public entity crime"or has been placed on the convicted vendor list. 20. Ethics.By signing this Agreement,Evergreen Solution warrants that 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. 0 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision Client, 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. 21. Scrutinized Companies.Evergreen Solutions agrees and certifies compliance with the following: 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 Page 6 2455 Terrorism 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 Evergreen Solutions,I hereby certify that the company identified above as"Evergreen Solutions" 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 Terrorism 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 Evergreen Solutions to civil penalties,attorney's fees, and/or costs. I further understand that any contract with Client may be terminated, at the option of Client, if Evergreen Solutions 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 Terrorism List or been engaged in business operations in Cuba or Syria. 22. Miscellaneous.This Agreement: (a) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; (b)may not(except as provided in Section 9 hereof)be assigned by either party hereto without the prior written consent of the other party(any purported assignment hereof in violation of this provision being null and void); (c)may be executed in any number of counterparts, and by any party on separate counterparts,each of which as so executed and delivered shall be deemed an original but all of which together shall constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement as to any party hereto to produce or account for more than one such counterpart executed and delivered by such party; (d)may be amended,modified or supplemented only by a written instrument executed by all of the parties hereto; and (e)embodies the entire agreement and understanding of the parties hereto in respect of the transactions contemplated hereby and supersedes all prior agreements and understandings among the parties with respect thereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Evergreen Solutions, LLC --------------------------------------------------- Jeff Ling,President Page 7 2456 Monroe County JOhn AllBn D!pl ll�q4 yJ�,hlv aleM 5 �r�os N -------------------------- - ------------------------- Christine Ha tey,County Administrator Page 8 2457 w Evergreen Solutions, LLC 2528 Barrington Circle ° Unit#201 - Tallahassee, Florida 32308 850.383.01 1 l fax 850.383.151 1 April 23' 2O25 Bryan Cook Director, Employee Services Monroe County 1100Gimnntnn Street Key West, Florida 33040 SUBK8|TTED VIA EMAIL: Dear Mr. Cook: We appreciate the opportunity to submit this letter proposal to conduct a salary survey of the Airport Executive Director position for Monroe County. VVe can conduct the following tasks mtanall-inclusive cost of$5,DOD. ^ hold kick-off meeting tofinalize project planning; ^ identify peers for salary survey; ^ develop and collect market survey data: ^ validate and analyze data collected; ^ utilize any secondary data, if needed; and ^ prepare and submit summary market report. P|eooa let me know if you have any questions. | can be reached at(850) 383-0111 or via email at . Sinmano|}\ ow;f Jeffrey Ling, PhD. President Evergreen Solutions, LLC v/vvv/Consu|cEve/_groen.com 2458 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 following contract. Contractor/Vendor: Evergreen Solutions .,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,e_......_e . ........,,.,,_..... .... Project or Service: Salary Survey Contractor/Vendor 2528 Barrington Circle, Unit 201 Address&Phone#: g Tallahassee, FL 32308 / (850) 383-0111 General scope of Work: Salary survey of one position Reason for Waiver or Cost of contract ......................... _....._ ........_... Modification: Policies Waiver or Modification will apply to: . ....... Signature of Contractor/Vendor: _.._......... — Date: 5/12/2025 Approved Not Approved Risk Management Signature:_ Date: County Administrator appeal: Approved: Not Approved: Date: Board of County Commissioners appeal: Approved: ............ Not Approved: Meeting Date: 2459 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 2460 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 2461 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. 2462 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 /P2463 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 2464 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 2465 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 2456 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: 2467 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: 2468 '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 2469 '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 2470 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 $1,885.00 2471 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 2472 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. 2473 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 2474 . 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 2475 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: 2476 Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT,SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Symbiont Service Corp Contract 9 Effective Date: Expiration Date: Contract Purpose/Description: Removal and replacement of 2 remaining PHH21 s with 2 Symbiont!Model PH2158 GSWPN GeoThermal Pool Heaters; at Jacobs Aquatic Center Pool Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Tammy Acevedo Parks & Beaches/Stop#26 CONTRACT COSTS Total Dollar Value of Contract: $ Current Year Portion: $ (must be$100,000.00 or less) (If multiyear agreement then $1000=$26,506.00 requires BOCC approval,unless the wwI C11111111t16vc uInloi PMf IS �f Ofl Of)fl.Ofl llr lukk). Budgeted? Yesz NoF] Grant: $ County Match: $ Fund/Cost Center/Spend Cate go : 147-20 -000621 st$1000 to be paid by,Jacobs Aquatic center per contrast ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES M NO ❑ CONTRACT REVIEW Reviewer Date In en Department Head Signature: John Allen Digital202ly 5.5.13ed John All-0 Date:2026.06.13 11:36:06-04'00' Christine Hurley County Attorney Signature: e. Christine Hurley Risk Management Signature: Christine Hurley Purchasing Signature: e. OMB Signature: Christine Hurley Comments: Revised BOCC 4/19/2023 Page 84 of 105 2477 Agreement Between Owner and Contractor Where the basis of payment is a STIPULATED SUM AGREEMENT Made as of the May , 2025 BETWEEN the Owner: Monroe County Board of County Commissioners 500 Whitehead Street Key West, Florida 33040 And the Contractor: Symbiont Service Corp. 4372 North Access Road Englewood, FL 34224 For the following Project: Jacobs Aquatic Center Pool Heater Replacement Scope of the Work The Scope of Work shall include, but not be limited to all labor, supervision, materials, power, tools, equipment, supplies, permits, and any other means of construction necessary or proper for performing and completing the Scope of Work, unless otherwise specifically stated. Work shall include removal and proper disposal of the existing inoperable GeoThermal Pool Heat/Cool equipment and installation of replacement equipment. The replacement equipment shall consist of one (2) Symbiont Model PH215BRGSWPM GeoThermal Pool Heat/Cool Unit including titanium condenser and evaporator heat exchangers. The Contractor shall be an authorized sales representative and certified installer of the Symbiont Model PH215BRGSWPM GeoThermal Pool Heat/Cool Unit to provide safety and product assurance, warranty coverage and compatibility with existing equipment. All work is to be performed in accordance with the manufacturer's recommended instructions. Scope of work shall include the following: 1. The Contractor shall obtain all necessary permits, including any fees, as a part of the Proposal. 2. The Contractor shall provide labor, equipment, and all of the needed materials and hardware to complete the project and properly dispose of debris. See General Conditions. Page 1 of 27 2478 3. The Contractor shall provide storage containers for material, as needed. 4. The Contractor shall provide necessary waste disposal and daily clean up. 5. The Contractor shall provide adequate security to protect delivered products from theft, vandalism, or damage during the installation. 6. Installation shall commence upon delivery and proceed without interruption until complete. Contractor Responsibilities: A) The Contractor shall coordinate all activities with the Monroe County Parks and Beaches Department. Contact: Tammy Acevedo at 305-453-8776 B) The Contractor is required to provide protection for all existing surfaces including, but not limited to: i. Existing pool equipment to remain ii. Existing fencing and building iii. Vehicles and Personal Property iv. Landscaping C) The Contractor shall ensure that all non-exempt employees for this effort are compensated in accordance with all State and Local Laws. D) The Contractor shall load, haul, and properly dispose of all construction debris and materials. E) The Contractor shall provide and maintain appropriate (OSHA required) construction warning signs and barriers. F) The Contractor shall furnish all required work site safety equipment. G) The Contractor shall furnish and maintain on-site material safety data sheets (MSDS) for all materials used in the construction. H) Construction work times shall be limited to: Times specified by Monroe County Parks and Beaches 1) All materials must be approved by submittal prior to commencement of work. J) The Contractor needs to be aware of weather and location and plan accordingly. K) The Contractor needs to be aware of the facility, its residents, and staff with unusual schedules and plan accordingly. L) The Contractor shall provide a safety lift plan for any crane/hoist work. M) If applicable, Contractor shall provide paper or electronic copies of all original device specifications, warranties, maintenance schedules, shop drawings, permits, repair and maintenance contacts, and any other information necessary for the proper function and maintenance of the equipment. Page 2 of 27 2479 N) The Contractor shall provide a schedule for all phases of the project. O) The Contractor shall coordinate all activities with concurrent site work being performed, if any. ARTICLE 1 The Contract Documents The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), , Specifications, and all required insurance documentation, and Modifications issued after execution of this Agreement. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 10. In the event of a discrepancy between the documents, precedence shall be determined by the order of the documents as just listed. ARTICLE 2 The Work of this Contract The Contractor shall execute the entire Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others, or as follows: N/A ARTICLE 3 Date of Commencement and Substantial Completion 3.1 The date of commencement is the date to be fixed in a Notice to Proceed issued by the Owner. The Contractor shall achieve Substantial Completion of the entire Work not later than Thirty (30) calendar days after the date of commencement or issuance of a Notice to Proceed. The time or times stipulated in the contract for completion of the work of the contract or of specified phases of the contract shall be the calendar date or dates listed in the milestone schedule. Liquidated damages will be based on the Substantial Completion Date for all work, modified by all approved extensions in time as set forth by the Director of Parks and Beaches signature of approval on the Certificate of Substantial Completion. The liquidated damages table below shall be utilized to determine the amount of liquidated damages. FIRST SECOND 31ST DAY & CONTRACT AMOUNT 15 DAYS 15 DAYS THEREAFTER Under $50,000.00 $50.00/Day $100.00/Day $250.00/Day $50,000.00-99,999.00 100.00/Day 200.00/Day 750.00/Day $100,000.00-499,999.00 200.00/Day 500.00/Day 2,000.00/Day $500,000.00 and Up 500.00/Day 1,000.00/Day 3,500.00/Day The Contractor's recovery of damages and sole remedy for any delay caused by the Owner shall be an extension of time on the Contract. Uncontrollable Circumstance. Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control,without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been Page 3 of 27 2480 foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project; (each, a "Uncontrollable Circumstance"). Contractor's financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give County written notice within seven (7) days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The County will not pay additional cost as a result of an Uncontrollable Circumstance. The Contractor may only seek additional time at no cost to the County as the Owner's Representative may determine. The Contractor may only seek a no cost Change Order for such reasonable time as the Owner's Representative may determine. ARTICLE 4 Contract Sum 4.1 The Owner shall pay the Contractor in current funds for the Contractor's performance of the Contract the Contract Sum of Twenty-Seven Thousand, Five Hundred, Six and 00/100 Dollars ($27,506.00), subject to additions and deductions as provided in the Contract Documents. 4.2 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: N/A ARTICLE 5 Progress Payments [Not Used] ARTICLE 6 Final Payment Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when (1) the Contract has been fully performed by the Contractor and the work has been accepted by the Owner except for the Contractor's responsibility to correct nonconforming Work as provided in Subparagraph 12.2.2 of the General Conditions and to satisfy other requirements, if any, which necessarily survive final payment, and (2) a final approval for payment has been issued by the Director of Parks and Beaches. Such final payment shall be made by the Owner not more than twenty (20) days after the issuance of the final approval for payment. The following documents (Samples in Section 01027, Application for Payment) are required for Final Payment: A. Warranties, bond and guarantees. Page 4 of 27 2481 B. Operating and maintenance data, instructions to the Owner's personnel. C. Spare parts and maintenance materials. D. Proof of permit closure. E. Evidence of release of liens, if any. ARTICLE 7 Miscellaneous Provisions 7.1 Where reference is made in this Agreement to a provision of the General Conditions or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. 7.2 Payment shall be made according to the Florida Local Government Prompt Payment Act and Monroe County Code. 7.3 Temporary facilities and services: As described in Section 01500, Temporary Facilities, of the General Conditions. 7.4 Annual Appropriation. Monroe 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. 7.5 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, 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 to supply 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 public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes for CATEGORY TWO for a period of thirty- six (36) months from the date of being placed on the convicted vendor list. 7.6 The following items are included in this contract: a) Maintenance of Records. Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of seven (7) years from the termination of this Agreement or in accordance with the State of Florida retention schedules (https://dos.fl.gov/library-archives/records- management/general-records-schedules/), whichever is greater. . Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for seven (7) years following the termination of this Agreement. b) Right to Audit (Availability of Records). The records of the parties to this Agreement relating to the Project, which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files (including Page 5 of 27 2482 proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc.); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); backcharge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by Owner or by the Monroe County Office of the Clerk of Court and Comptroller (hereinafter referred to as "County Clerk")to substantiate charges related to this Agreement, and all other agreements, sources of information and matters that may in Owner's or the County Clerk's reasonable judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any contract document (all foregoing hereinafter referred to as "Records") shall be open to inspection and subject to audit and/or reproduction by Owner's representative and/or agents of Owner or the County Clerk. Owner or County Clerk may also conduct verifications such as, but not limited to, counting employees at the job site, witnessing the distribution of payroll, verifying payroll computations, overhead computations, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees, Subcontractors, suppliers, and contractors' representatives. All records shall be kept for ten (10) years after Final Completion of the Project. The County Clerk possesses the independent authority to conduct an audit of records, assets, and activities relating to this Project. If an auditor employed by the County or County Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the Contractor, the Contractor shall repay the monies together with interest calculated pursuant to Section 55.03, Florida Statutes, running from the date the monies were paid to Contractor. The Right to Audit provisions survive the termination or expiration of this Agreement. c) Governing Law, Venue, and Interpretation. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Contractor agree that venue will lie exclusively with the appropriate court, or before the appropriate administrative body, in Monroe County, Florida. The Parties waive their rights to trial by jury. The County and Contractor agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. d) Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person)shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. e) Attorney's Fees and Costs. The County and Contractor agree that, in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to Page 6 of 27 2483 reasonable attorney's fees and court costs as an award against the non-prevailing party and shall include attorney's fees and courts costs in appellate proceedings. f) Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors, and assigns. g) Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. Each party agrees that it has had ample opportunity to submit this Contract to legal counsel of its choice and enters into this agreement freely, voluntarily and with advice of counsel. h) Claims for Federal or State Aid. Contractor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement. Any conditions imposed as a result of the funding that affect the Project will be provided to each party. i) Adjudication of Disputes or Disagreements. County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. This provision does not negate or waive the provisions of Section 7.4, Section 7.6 or Article 9 concerning termination or cancellation. j) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. The County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. k) Nondiscrimination/Equal Employment Opportunity. 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 VI I 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 Page 7 of 27 2484 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 may be amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11)Any other nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. During the performance of this Agreement, the Contractor, in accordance with Equal Employment Opportunity(30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41 C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix II, ¶ C, agrees as follows: 1. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 3. The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. 4. The Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided, advising the said labor union or workers' representative of the contractor's commitments under this section, and shall post copies of the notice in conspicuous Page 8 of 27 2485 places available to employees and applicants for employment. 5. The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 6. The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 7. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 8. The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for non- compliance; provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request the United States to enter into such litigation to protect the interests of the United States. I) Covenant of No Interest. The County and Contractor covenant that neither presently has any interest, and shall not acquire any interest,which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. m) Code of Ethics. The 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. n) No Solicitation/Payment. The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation Page 9 of 27 2486 of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. o) Employment or Retention of Former County Officers or Employees. The Contractor warrants that it has not employed, retained or otherwise had act on 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 contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee pursuant to Subsection 2-152(b), Monroe County Code of Ordinances. p) Public Records Compliance. The Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of Article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. a. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. b. Pursuant to Section 119.0701, Florida Statutes and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon request from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract,transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy Page 10 of 27 2487 any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, AT PHONE NO.: (305) 292-3470, PUBLICRECORDS@MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH STREET, SUITE 408, KEY WEST, FL 33040. q) Non-Waiver of Immunity. Notwithstanding the provisions of Section 768.28, Florida Statutes, the participation of the Contractor and the County in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. r) 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. s) Legal Obligations and Responsibilities: This Agreement is not intended to relieve, 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 Page 11 of 27 2488 by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. t) Non-Delegation of Constitutional or Statutory Duties: This Agreement is not intended to authorize, 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. u) 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 the Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. v) Attestations. The Contractor agrees to execute such documents as the County may reasonably require, to include, but not limited to, a Public Entity Crime Statement, an Ethics Statement, a Vendor Certification Regarding Scrutinized Businesses, and an Affidavit Attesting to Noncoercive Conduct for Labor. w) No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. x) Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. If any signature is delivered by email delivery of a".pdf'format data file, such signature will create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if the ".pdf' signature was an original signature. The Contractor's transmitting an electronic signature will provide the inked original to the County, at the County's request. y) Hold Harmless, Indemnification, and Defense. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement, and/or to the fullest extent permitted by law, Contractor shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) 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 (iii) 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 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 Contractor or any of its employees, agents, sub-contractors or other invitees, or (C) 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, Page 12 of 27 2489 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 Contractor). The monetary limitation of liability under this contract shall be equal to the dollar value of the contract and not less than $1 million per occurrence pursuant to Section 725.06, Florida Statutes. The limits of liability shall be as set forth in the insurance requirements included in 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. z) 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 the plans and specifications provided by 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. aa) The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this Agreement. bb) Agreements with Subcontractors. In the event that the Contractor subcontracts any or all of the work in this project to any third party, the Contractor specifically agrees to identify the COUNTY as an additional insured on all insurance policies required by the County. In addition, the Contractor specifically agrees that all agreements or contracts of any nature with its subcontractors shall include the COUNTY as additional insured. cc) Independent Contractor. At all times and for all purposes under this Agreement, Contractor is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed so as to find the Contractor or any of its employees, subcontractors, servants, or agents to be employees of the Board of County Commissioners of Monroe County. dd) E-Verify System. Beginning January 1, 2021, in accordance with Section 448.095, Florida Statutes, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of Section 448.095, Florida Statutes. ee) Entire Agreement. This writing embodies the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. Any amendment to this Agreement shall be in writing, approved by the Board of County Commissioners, and signed by both parties before it becomes effective. Page 13 of 27 2490 ff) Florida Green Building Coalition Standards. Monroe County requires its buildings to conform to Florida Green Building Coalition standards. gg) Section Headings. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 7.7 Any written notices or correspondence given pursuant to this contract shall be sent by United States Mail, certified, return receipt requested, postage prepaid, or by courier with proof of delivery and delivery pre-paid. The place of giving Notice shall remain the same as set forth herein until changed in writing in the manner provided in this paragraph. Notice is deemed received by Contractor when hand delivered by national courier with proof of delivery or by U.S. Mail upon verified receipt or upon the date of refusal or non-acceptance of delivery. Notice shall be sent to the following persons: For Contractor: Symbiont Service Corp. 4372 North Access Road Engelwood, Florida 34224 For Owner: Director of Parks and Beaches Assistant County Administrator, PW& E 2798 Overseas Hwy, Suite 400 1100 Simonton St. Suite 2-205 Key West, Florida 33040 Key West, Florida 33040 County Attorney 1111 121h Street, Suite 408 Key West, Florida 33040 ARTICLE 8 Insurance 8.1 The Contractor shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. 8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of A: VI or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days' notice to the County prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the County and shall be in a form acceptable to the County. 8.3 Contractor shall obtain and maintain the following policies: A. Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Chapter 440, Florida Statutes. Page 14 of 27 2491 B. Employers' Liability Insurance with limits of $500,000 per Accident, $500,000 Disease, policy limits, $500,000 Disease each employee. C. Comprehensive Business Automobile and Vehicle Liability Insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and owned, hired or non- owned vehicles, with $200,000 per person, $300,000 per Occurrence, $200,000 Property Damage or $300,000 combined single limit. D. Commercial General Liability Insurance, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the Contractor or any of its employees, agents or subcontractors, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement with $1,000,000 Combined Single Limit E. An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition,the period for which claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract. F. County shall be named as an additional insured with respect to Contractor's liabilities hereunder in insurance coverages identified in Paragraphs C and D. G. Contractor shall require its subcontractors to be adequately insured at least to the limits prescribed above, and to any increased limits of Contractor if so required by County during the term of this Agreement. County will not pay for increased limits of insurance for subcontractors. H. Contractor shall provide to the County certificates of insurance or a copy of all insurance policies including those naming the County as an additional insured. The County reserves the right to require a certified copy of such policies upon request. I. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. ARTICLE 9 Termination or Suspension 9.1 The Contract may be terminated by the Owner as provided in Article 14 of the General Conditions. 9.2 In the event that the Contractor shall be found to be negligent in any aspect of service, the County shall have the right to terminate this Agreement after five (5) calendar days' written notification to the Contractor. 9.3 Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty (60) days' written notice of its intention to do so. Page 15 of 27 2492 9.4 Termination for Cause and Remedies: In the event of breach of any contract terms, the County retains the right to terminate this Agreement. The County may also terminate this Agreement for cause with Contractor should Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the County shall provide Contractor with seventy-two (72) hours' 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 recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. 9.5 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 the Contractor under this Agreement prior to termination, unless the cost of completion to the County exceeds the funds remaining in the contract. The maximum amount due to Contractor shall not exceed the spending cap in this Agreement. 9.6 For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 9.7 For Contracts of$1,000,000 or more: (1) If the County determines that the Contractor/Consultant submitted a false certification under Section 287.135(5), Florida Statutes, the County shall have the option of(1) immediately terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement, at the County's option, if the conditions of Section 287.135(4), Florida Statutes, are met. (2) If the Contractor/Consultant has been placed on the Scrutinized Companies with Activities in the Sudan List, or if the Contractor/Consultant has been placed on a list created pursuant to Section 215.473, Florida Statutes relating to scrutinized active business operations in Iran, or been engaged in business operations in Cuba or Syria, the County shall have the option of (1) terminating the Agreement, or (2) maintaining the Agreement, at the County's option, if the conditions of Section 287.135(4), Florida Statutes, are met. ARTICLE 10 Enumeration of Contract Documents Page 16 of 27 2493 10.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated as follows: N/A 10.1.1 The Agreement is this executed Standard Form of Agreement Between Owner and Contractor. 10.1.2 The General Conditions are the General Conditions of the Contract for Construction. By signing this Agreement, the Undersigned has read and accepts the terms and conditions set forth by the Monroe County General Requirements for Construction, found at the following link on the Monroe County webpage: II°mff, //fill rnoinuroe..counf „Eiivliia�, Illw,�s„ �oirn/If; liids..as. x° CaDllllf;; ,,,,,,, 3 ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,p,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,..........,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,.......................... 10.1.3 Not Used. 10.1.4 The Addenda, if any, are as follows: N/A This Agreement is entered into as of the day and year first written above. BALANCE OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE TO FOLLOW Page 17 of 27 2494 Ilt� ou� y it ueContractor must be by a person with authority to bind the entity. SIGNATURE OF THE PERSON EXECUTING THE DOCUMENT MUST BE NOTARIZED. BOARD OF COUNTY COMMISSIONERS FLORIDAOF MONROE COUNTY, Digitally signed by Christine Christine Hurley Hurley By: Date:2025.05.21 11:27:42-04'00' County Administrator or Designee Y, "v; t W 'IIC0Witnesses Attest: CONTRACTOR: NT SERVICE CORP. C btiractor must provide two witnesses Signatures i n tur : Signat ureri rint ,ZfTitl Date: : Date: and v - 'Signature:,, 1 t 1 A ya 9 Print N1. e: Date: STATE OF COUNTY OF P Y .y P personallyappeared � � notary public, by means of h day rese ❑ online, ersonall 120 bo .re me, e.aund undersigned (name of I n ) rio t arson i s scri' above or who produced s identification, n cno Iedged that he/she i ron who pxecuted the above contract ih Monroe Countyfor the JacobsAquatic ikq0 ur os s therein contained. w o e ubii Print My commission expires: MPN ° •WrYNIGAINEY My MONROE COL Pa a of 27 2495 GENERAL REQUIREMENTS Where Parks and Beaches is Not a Constructor Section 00750 General Conditions Section 00970 Project Safety and Health Plan Section 00980 Contractor Quality Control Plan Section 01015 Contractor's Use of the Premises Section 01027 Application for Payment Section 01030 Alternates Section 01040 Project Coordination Section 01045 Cutting and Patching Section 01050 Field Engineering Section 01200 Project Meetings Section 01301 Submittals Section 01310 Progress Schedules Section 01370 Schedule of Values Section 01385 Daily Construction Reports Section 01395 Request for Information— (RFI) Section 01410 Testing Laboratory Services Section 01421 Reference Standards and Definitions Section 01500 Temporary Facilities Section 01520 Construction Aids Section 01550 Access Roads and Parking Areas Section 01560 Temporary Controls Section 01590 Field Offices and Sheds Section 01595 Construction Cleaning Section 01600 Material and Equipment Section 01630 Post-Proposal Substitutions Section 01640 Product Handling Section 01700 Contract Closeout Section 01710 Final Cleaning Section 01720 Project Record Documents Section 01730 Operation and Maintenance Data Section 01740 Warranties Page 19 of 27 2496 EXHIBIT A Required County Forms Exhibit B Page 20 of 27 2497 LOBBYING AND CONFLICT OF INTEREST CLAUSE ORDINANCESWORN STATEMENT UNDER 1 -1 FLORIDAMONROE COUNTY, ETHICS CLAUSE (Company) warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Sectionof Ordinance . 010-1990 or any Countyofficer or employee in violation f Section 3 of Ordinance No. 010-1990, For breach or violation of this provision County , in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount ny fee, commission, percentage, gift, or consideration paid to the former County officer oremployee". (Signature) STATE Subscribed and sworn to (or affirmed) before me, by means of 0"physical presence or ❑ online not riz ti n, or (date) by (name of affiant). H is ersonall known to me r has produced (type of identification) s identification. of "O$1014 Of MOO T v uro ll NOTARY LI t I I RH 080164 >xpirei 7/111�C2A ( y commission expires: Exhibit Page 21L of 27 2498 AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT FOR LABOR OR SERVICES „i.��� N tity/Vendor e Vendor FEIN: Vendor's Authorized �arne and Title) ddrvs„; w City: Statea, Yl zip , 4 Pho a Number: E ail Address: ,' v i c- .. com 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 7 7.06, Florida Statutes. s defined in Section 787.0 (2)(a),coercionmeans: I,. Using or t e�,iling to use physical force against any person; °" 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 oft e debt,the length nature of the labor or service are not respectively limited and defined; 4e 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 anyperson; Causing or theati g to cause financial harm to anyperson; 6. Enticing or luring any person by fraud or deceit;o 7. Providing a controlled substance as outlined in Schedule I or Schedule 11 of Section 91 `to any` o for the purpose of exploitation of that person. As a person authorized io sign on behalf of Vendor,I certify under penalties of perjury that Vendor does not use coercion for labor or services in accordance with ectio 787.06. Additionally, Vendor has reviewed Section 7 7.0 , Florida Statutes,and agrees o abide by same. Y .�„__ ,��� p ,„ ,� .,,�;� 9 g behalf of Certified who is authorized to sign can the above referenced coma Authorized Signature; Print e ,., Titles Exhibit B Page 22 of 27 2499 PUBLIC ENTITY CRIME STATEMENT "A iperson 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, proposals, or replies on leases of real property to public entity, may not be awarded or perform or 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, Florida Statutes, 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 (Pro ser's V po name) nor any Affiliate has been placed on the convicted vendor list within the last ithirty-six (36) months. ............ (Signature ,f Date: 5 1 STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of IpRphysical presence or 0 online notari -, on (date) (name of afflant). HeA�lWis pftLq=� by �qowr!to or has produced (type of identification) as identification. 4.^W&ANAA NOTARY PIOLIC (SEAL) My commission expires: 1 1 A L2 2 Notary Publiq Stale at FTodds TQMmY Surchell 11&�My Commission MH 608104 EXPIM 7l1111/2020 Exhibit B Page 23 of 27 2500 SCRUTINIZEDVENDOR CERTIFICATION REGARDING Project ascription(s): Respondent Vendor Name: h Vendor FEIN: I'll - Q I' -7 _ Vendor's Authorized Representative Name and Title: , Address: r City: �� ' State: t zip: � 1 A. i Phone N umber 4 Email Address: Section 287,+13 ;-Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing contract for goods or services of any amount i , 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 Boycottof Israel. Section 287,135, Florida Statutes, also prohibits a company from bidding on, submitting proposal for, or entering into or renewing 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 withActivities-in-the Iran Terrorism Sectors List 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 e" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott 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 Terrorism Sectors List, or engaged i business operations in Cuba or Syria. Fun 'land-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 immediately, 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 it ivities„in-theJr. n Terrorism Sectors List or been engaged in business operations in Cuba or Syria. -- Vendor has reviewed Section 287.135, Florida Statutes, and in accordance with such provision of Florida law, is eligible to bid on, submit a proposal for, or enter into or renew a contract withroe County for goods or services. Certified y: a, who is authorized to sign on behalf Sh ere ra;icedcompan Prirrt i Jame: c Title: Note: The List are available at the following Department of Management Services Site: htl� :. /www.dms.m :�rida.corn/bu��w�in�esr. o erati.�rrs/^,Mate rw�rchasin /�wendor information/a,,onvict :d sr,.i�lirid'edir,r ......, p 1.... ..................... ................................................................................................................................................................................. ................................................................................... ..... in t r com lairds vendor lists �r ..............................'..... ................................,I.............................�...__............ Ir�chibit„B Page 24 of 27 2501 h Minorill Owned Bu iness Declaration „ a sub-contractor engage by Monroe County during the cornpVetion of t� ork. associatedwith the below in roject (Check one) is a minority business enterprise,as defined in Section 288.703, Florida Statutes or is not a minority business enterprise, as defined in Section 288.703, Florida Statutes. F.S.28$.703(3) "Minority business enterprise"means any small business concern as defined in subsection(6)(see below)which is organized to engage in commercial transactions,which is domiciled in Florida,and which is at least 5.1®percent®awned by minority persons who are members of an insular group that is of a particular racial,ethnic,or gender makeup or national origin, which has been subjected historically to disparate treatment due to identification in and with that group resulting in an un errepresentation of commercial enterprises under the grou 's control,and whose management and daily operations are controlled by such persons.A minority business enterprise may primarily involve the practice of a profession.Ownership by a minority person does not include ownership which is the result of transfer from a non minority person to a minority person within a related immediate family group if the combined total net asset value of all members of such family group exceeds 1 million. For purposes of ° p ction,the to "related immediate family group"means one or more children under 16 years of ageand a parent of svich children or the spouse of such parent residing in the same house or living unit. 1°.S,288,71i13(6)`®S all business"means an independently owned and operated business concern that employs 200 or fewer permanent full-time employees and that,together with its affiliates,has a net worth of not more than$5 million or any firm based in this state which has a Small Business Administration 83(a)certification.As applicable to sole proprietorships,the$5 million net worth requirement shall include both personal and business investments. „ ntractc2r,,,rn � r,�fer,t, F , , , 7Q3 f r,,,rrlr r�,forrnation. Contractor Sub® ecioientaMonroe County Signature Signature F"rtit 8 r Printed Name: T'it.l .. .. - .... Title/OMB Department:.... °mttl ;;, , „ Ilris,:..............fI !!„1da,1; !II!rl�, „ ,!P,l„ I;;;t,�1rl s Verifiedv'a: ................ ... Address° i.. 2 � Contract: ,,,,,,,, City.)"State/Zip J ��a'Z ,, 9 Date 5 9 120.A�I�_ FEMIA Project Number: Exhibit B Page 25 of 27 2502 EXHIBIT B CONTRACTOR PROPOSAL Exhibit B Page 26 of 27 2503 Symblont Service orp. 4372 North Access RoadyFl C �rrda 34224 941.474.9306 . 000.8811.4328 m Fax 941.473.9306 GeoTherrnalMorlda.com a Info@SymbiontService.com V ,,, Lic#:CAC035549 EC0002946 "One Company,One Call Complete Comfort!' s Alla CBC1258380 • CPC1456477 Proposal Submitted To: Job Name: Date: April 28, 20266 Jacobs Aquatic Center Jacobs Aquatic Center Monroe County Parks and Recreation 600 Saint Croix Street 320 Laguna Avenue PO Box 1994 Key Largo, Florida 33037 Key Largo, Florida 33037 We hereby submit specifications and estimates for: Replace Remaining PHH215s With New Symbiont Pool Heaters: 2 Symbiont Model PH216BRGSWPN GeoThermal Pool Heat/Cool Units Includes titanium condenser and evaporator heat exchangers Source Water: From existing well, pump& piping, if adequate Electric:Wire from existing disconnect, if adequate Complete* installation $ 27,606.00 * Local permits additional as required. Manufacturer's Limited Warranty: One year Symbiont Service Corp. all parts and labor on the installation. Two year all parts and labor on the new Symbiont units. Not responsible forany damage to private or public unmarked underground lines,orrepairs oflandscape, painted or finished surfaces. III work done to code. All current discounts and promotions crave been applied. The labor,material and equipment required for thisjob will be furnished by Symbiont Service Corporation("Symbiont")for a total of: Twenty-seven thousand five hundred six dollars and noi100 -----------------------------------------$27,506.00 $8,252.00 Deposit With Order- Monthly Progressive Billing Any alteration or deviation from the above scope of work involving extra costs will become an extra charge in addition to the quoted price based on time and materials pricing.Symbiont Service maintains all required insurances,certificates are available upon request.This contract consists of this proposal as well as the terms and conditions,all documents and exhibits referenced therein and the Limited Workmanship Warranty,all of which are hereby incorporated by reference.This proposal will be subject to withdrawal if not accepted within 30 days.Please make checks payable to"Symbiont Service Corporation'. I HAVE READ AND UNDERSTAND THIS PROPOSAL,THE TERMS AND CONDITIONS AND ALL DOCUMENTS AND EXHIBITS REFERENCED THEREIN AND AGREE TO BE BOUND BY THEIR TERMS. ACCEPTANCE OF PROPOSAL:The above prices,specifications and conditions are satisfactory and are hereby accepted.Symbiont is authorized to do the work as specified. By signing below,Customer acknowledges that Customer is the owner of the property where work is to be performed. Customer: Respectfully submitted, (print name) SYMBIONT SERVICE CORPORATIO Signature: -� By: d 2�lz1� T Date: 2504 SYMBIA OP ID- CL ACORO"° CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) `64 05/12/2025 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 endorsements . PRODUCER 941-474-9511 CONTACT Key Agency Inc. Keyy Agency Inc PHONE 941-474-9511 FAX 941-474-7283 1201 South McCall Road (A/C,No,Ext): (A/C,No): Englewood,FL 34223 EDDRESS: Key Agency Inc. INSURERS AFFORDING COVERAGE NAIC# INSURER A:Southern Owners Insurance Co 10190 INSURED INSURER B:Auto Owners Insurance 18988 Symbiont Service Corp,Kibo LLC 4372 N Access Rd INSURER C Englewood,FL 34224 INSURER D INSURER E: 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS ITRA X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR 20991466 0710112024 0710112025 DAMAGE TO RENTED 300,000 X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 PPOLICY X JECT El LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO X 9699146601 0710112024 0710112025 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED L NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accdent $ A X UMBRELLA LAB X OCCUR EACH OCCURRENCE $ 2,000,000 EXCESS LAB CLAIMS-MADE 9699146602 0710112024 0710112025 AGGREGATE $ 2,000,000 DED X RETENTION$ 10000 WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N I A (Mandatory in NH) AP712.2�5� Mi..'. E.L.DISEASE-EA EMPLOYEE $ If yes,describe under 6M � ,. E.L.DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS belowOAtiT,..,,, ... ..,...._..,...,....� DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Monroe County BOCC is listed as an additional insured per blanket additional insured form#55373 on the General liability and form#58504 for auto liability. Umbrella is follow form. All coverages are subject to the policy forms,terms and conditions within each policy. CERTIFICATE HOLDER CANCELLATION COMONO2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County BOCC 1100 Simonton Street Key West, FL 33040 AUTHORIZED REPRESENTATIVE 4111a r� ACORD 25(2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 2505 DATE(MMIDD/YYYY) AC" CERTIFICATE OF LIABILITY INSURANCE r1 02/14/2025 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: Lockton Companies for CoAdvantage PHONE g66 854-5423 FAX 444 West 47th Street#900 A/c No Ext: ) A/c No E-MAIL coi@coadvantage.com City, MO 64112 ADDRESS: co l_. 9e.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: American Zurich Insurance Company 40142 INSURED INSURER B CoAdvantage Corporation Alt.Emp:Symbiont Service Corporation 101 Riverfront Blvd Suite 300 INSURER C Bradenton,FL 34205 INSURER D INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:25FL0901085052 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR /Y POLICY NUMBER MM DDYYY MM D /Y DYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAM CLAIMS-MADE 1:1OCCUR PREM SESOEa occurrDence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY❑ PRO ❑ LOC PRODUCTS-COMP/OP AGG $ JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO tl BODILY INJURY(Per person) $ OWNOS AUTOS ED SCHEDULED AUT BODILY INJURY(Per accident) $ ONLY mom ^^^^^'" HIRED NON-OWNED �'" PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident „.,. —� ..tea, UMBRELLA LABH OCCUR WAMM elm EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE C� AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 2,000,000 A OFFICER/MEMBER EXCLUDED? N❑ NIA WC 56-11-942-11 04/01/2025 04/01/2026 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 Location Coverage Period: 04/01/2025 04/01/2026 Client# 108611-FL DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Coverage is provided for Symbiont Service Corporation only those co-employees 4372 North Access Road of,but not subcontractors Englewood, FL 34224 to: CERTIFICATE HOLDER CANCELLATION Monroe County BOCC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1100 Simonton St. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Key West, FL 33040 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 2506 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/031 The ACORD name and loao are registered marks of ACORD Monroe County Purchasing Policy and Procedures A1'LAL1-1MF.N-r as COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $- 100,000 00 and Under ,C.ontract.wtt_ . IslandPUre }l_ Effective Date 05/06/,2025 Expiration Date Contract Purpose/Description: ,,,,� ,, ;;,, / / Water Cooler Renta160 Months , ;; %, ;///////;!% i/ „r!ii %i!,%/,/// 0-1 ON / / r Contract is Original Agreement Contract Amendment/Extension Renewal / ail%/% Contract Manager: Glovanna Basham(Nlna) 4437 - ,!„ CONTRACT COSTS Total Dollar Value of Contract: $ jr r Current Year Portion $ r �. �uk Ifmulti multiyear reementthen (must be$100,000.00 or less) ( Y g - requires BOCC approval,unless the Mall CeYolirann€oY.nVe&111111C1GIi R iS Y I flf 000 00 or less), Budgeted? Yesv No El Grant: $ County Match % �/�%����/// ' ...... Fund/Cost Center/Spend Cate o ADDITIONAL COSTS Estimated Ongoing Costs: $"akJyr For: N/A (Not included in dollar value above) (e.g. maintenance, utilities,janitorial, salaries, etc.) Insurance Re uired: YES ❑NO CONTRACT REVIEW Reviewer Date In Judith Clarke, P E -0400, Department Head Signature: Dal 2025 05 06 11 05 18-04'00' ..w. .,.... ....................... Oi9I Ily signed byJ dIh Clarke, .......� Christine Limbert-Barrows Digitally signed by Christine Limb rtB rows County Attorney Signature: Dale 2025 05 22 10 14 43-041 Dig[ally signed by Jaclyn Flalt Risk Management Signature: Jaclyn Flatt Date 2025 05 06 12 12 12-04'00 signed by Lisa Abreu Purchasing Signature: Digitally 20250522105049 04'00 Lisa Abreu Date 20mm ....,�..� Dig[ally signed by John Dunn OMB Signature: John Quinn Date 2025 05 22 11 06 25 04'00 Comments: Revised BOCC 4/19/2023 Page 84 of 105 2507 RENTAL AGREEMENT Ph: 1-866-505-2799 W', E Fax: 1-800-426-2626 PROPOSAL# Name rit e, OC7Phoneumber � ameContact Contact Phone Number Address Address mIT City,State,Zip City,State,Zip es�klc _ . FL 3. EIN(Federal Tax ID*Required) E-mail Address stributor:Di Island Pure Reference#: Contact: Phone Number (561) 385-4966) Rental Term Payment(+applicable taxes) 60 Mos. $ 5 Billing Frequency h/t� Pmt. Method: Special Provisions: IW e Installation Fee + $ Total Due with Order = $ Agreed:ftkL4A }2 " Q,),44 IJ1 G SS►v�S S�" �„� Date: Customer: Distributor: By By (Authorized Signature) (Authorized Signature) i Name: Christine H!j Name: rde: Count Administrator Tide: CUSTOMER ACKNOWLEDGES HAVING READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS RENTAL AGREEMENT (THIS "AGREEMENT"), INCLUDING THE REVERSE SIDE HEREOF,AND AGREES TO BE BOUND BY ALL OF THE TERMS AND PROVISIONS CONTAINED HEREIN UPON THE EXECUTION OF THIS AGREEMENT. CUSTOMER AGREES THAT UPON ACCEPTANCE OF THE EQUIPMENT BY CUSTOMER THIS AGREEMENT WILL BE AN UNCONDITIONAL OBLIGATION OF CUSTOMER TO PAY WHEN DUE ALL RENTAL PAYMENTS AND OTHER PAYMENTS, AND CUSTOMER CANNOT TERMINATE OR CANCEL THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, OR WITHHOLD, SET OFF OR REDUCE ANY SUCH PAYMENT,FOR ANY REASON WHATSOEVER. DISTRIBUTOR MAY SELL,ASSIGN OR TRANSFER ALL OR SOME OF ITS RIGHTS IN THIS AGREEMENT OR IN DISTRIBUTOR'S RIGHTS IN THE EQUIPMENT(SUBJECT TO CUSTOMER'S RIGHTS IN THE EQUIPMENT UNDER THIS AGREEMENT)AT ANY TIME AND WITHOUT NOTICE. 2508 RENTAL AGREEMENT TERMS AND CONDITIONS PROPOSAL# 1. Distributor Guarantees to Customer: (a) Upgrade Guarantee: At any time during this Agreement term, or any extension thereof(the "Rental Period'), upon approval of additional credit, Customer may upgrade the equipment identified above (including all replacements, parts, repairs, additions and accessories, the "Equipment')for the difference in price, plus any termination value and installation fees, if applicable. (b) Guarantee Fulfillment: Customer must be and remain current on all Rental Payments and other payments before, during and after any upgrades, repairs or modifications are made. 2. Ownership of Equipment; Taxes and Fees: Distributor is the sole owner and titleholder of the Equipment. Customer agrees to keep the Equipment free and clear of all liens. This is a "net" lease and Customer agrees to pay any and all taxes, filing fees, interest and penalties relating to this Agreement or the Equipment. 3. Complete Agreement; Amendments: Customer agrees that no promises or agreements regarding the subject matter hereof or the Equipment have been made by Distributor or anyone else which are not part of this Agreement. Revisions to this Agreement must be signed by an authorized representative of Distributor and Customer. Any agreement regarding Equipment maintenance or servicing is separate and apart from this Agreement and shall not affect Customer's obligations hereunder. 4. Authorized Signer: The person(s) signing this Agreement on behalf of Customer or signing any Guaranty represents that he or she has the authority to do so and that no information supplied by any of them is false or misleading. 5. Liability and Insurance: Customer is responsible for any damages or losses to or injuries caused by the Equipment, including any casualty or theft, and shall keep the Equipment fully insured against such losses during the Rental Period. If Customer fails to provide satisfactory proof of insurance within thirty (30) days of request therefor, Distributor may obtain insurance at Customer sole expense, which may result in higher costs to Customer. 6. Use and Location of Equipment: Customer will use the Equipment only for business purposes and will keep the Equipment at the location specified in this Agreement. Distributor or an authorized agent(for reasonable and customary charges) must perform any relocation of the Equipment. 7. Assignment; Waiver of Warranties: Customer may not sell, transfer, encumber or assign the Equipment or this Agreement without express prior written consent of Distributor. Distributor may sell, transfer, encumber or assign all or part of its interests in the Equipment and/or this Agreement, and its assignee will have all its rights and benefits under this Agreement but none of its obligations (other than the covenant of quiet enjoyment while no default exists). No assignee of Distributor(a) has any responsibility for the selection or performance of the Equipment and (b) makes any express or implied representations or warranties whatsoever regarding the Equipment, including that the Equipment will be fit for a particular purpose. Customer will settle any claims, defenses and setoffs it may have directly with Distributor, Distributor or any other third party without affecting Customer's obligations to pay Rental Payments or other payments without offset or abatement to assignee. Customer agrees it will have no claim against an assignee relating in any way to the Equipment B. Renewal/Price Protection: After the initial rental term (or extension previously agreed to), this Agreement will automatically renew for an additional 12 months and annually thereafter at the same monthly rate unless Customer notifies Distributor in writing 90 days prior to expiration of the initial term or extension that Customer does not intend to renew this Agreement. 9. Agreement Inception, Due Dates and Payment Requirements: Rental Payments begin on the delivery and acceptance date and continue on the same day of each month thereafter; provided that Distributor will establish the due date for the monthly (or other periodic) payments owing under this Agreement, including the first regular payment. If any payment is not made within 15 days of when due, Customer shall pay a late charge equal to 15% of the late payment or$20, whichever is greater, Customer agrees to pay $35.00 for each returned payment. 10. Early Termination: Customer may terminate this Agreement upon 30 days prior written notice to Distributor if Customer is not in default hereunder upon payment on the termination date of the discounted present value of all remaining Rental Payments using a three percent (3%) simple interest discount rate, plus fees. 11. Installation, Maintenance and Care: Distributor, or its authorized agent, agrees to install the Equipment in accordance with manufacturers specifications. Customer agrees to use and maintain the Equipment in accordance with the manufacturer's specifications. Customer will also make the Equipment available and accessible to the Distributor or its authorized agent for maintenance. The Equipment shall at all times remain personal property. 12. UCC Filings: Customer authorizes the filing of any Uniform Commercial Code ("UCC") financing statements deemed necessary or desirable to protect the interest of Distributor(or any assignee) in the Equipment. 13. Default: Customer is in default of this Agreement if it does not pay any amount when due, or breaches any other term of this Agreement, and Distributor may thereafter exercise any and all remedies under the UCC and other applicable laws, including repossession the Equipment, termination of maintenance agreements and acceleration of the remaining balance due hereunder. Any failure to exercise any rights or remedies does not prevent any later exercise. Distributor's rights survive termination of this Agreement until payment and performance by Customer of all of its obligations. Customer shall pay all costs and expenses, including attorneys' fees, associated with enforcement of Customer's obligations or repossession or disposal of the Equipment. 14. Governing Law; Jury Trial Waiver: This Agreement will be governed by the internal laws of the Commonwealth of Pennsylvania, Any legal action, suit, or proceeding with regard to or arising out of this Agreement, or the Equipment, may be brought in the courts of the Commonwealth of Pennsylvania, and all parties consent to the jurisdiction of such courts as to all such actions. The parties hereto waive any right to a trial by jury. 15. Equipment Return: At the end of the Rental Period or earlier termination of this Agreement Customer shall relinquish possession of the Equipment in the same condition and working order as of the date of its acceptance, ordinary wear and tear resulting from proper use excepted. 16. General. It is the express intent of the parties not to exceed the maximum amount of interest legally permitted to be charged or collected, and any excess payment will be applied to Rental Payments in inverse order of maturity, and any remaining excess will be refunded. Neither the word "including" nor any headings shall imply any limitation. If any part of this Agreement is found to be invalid, then it shall not invalidate any of the other parts, and this Agreement shall be modified as permitted by law. Where applicable "Distributor" means and includes its assignee. A fax or electronic version of Customer's or Distributors signature when received by Distributor will be binding upon such party. The parties agree that the copy with Distributor's original signature shall constitute the original authoritative version for all purposes, including best evidence. The USA PATRIOT Act requires us to obtain, verify, and record information that identifies you thus we ask for your ---- address and other information or documents that substantiate your identity. 2509 Ph: 1-866-505-2799 Fax: 1-800-426-2626 RENTAL AGREEMENT DELIVERY& ACCEPTANCE CERTIFICATE Customer Name: Proposal Number: Customer and Distributor certify that all Equipment described in the Rental Agreement has been delivered and properly instailed according to the Rental Agreement. Customer acknowledges that the Equipment is in good condition and is performing satisfactorily. Customer hereby accepts the Equipment unconditionally ,and irrevocably in accordance with the Agreement. Customer. Do not sign this Certificate until you have actually received, installed, inspected and accepted all units of the Equipment described in the Agreement. X ......................... .. . ........... Customer (Authorized Signature Name P..�.... __ . . ) (Print) Title Date X _ Distributor(Authorized Signature) N ame (Print)...... ....�.. . Title pm n_ _...._ ate ..._..... 2510 (16 OPHS1 , State and Local Government Addendum Reference: Application No. 1020198 This State and Local Government Addendum (this "Addendum") is made part of the Agreement related to the above referenced application number ("Agreement") between Pure Health Solutions, Inc. ("we" "us" and "ours") and o nt of Monroe dba Soard of Count Commissioners ("you" and "kour„). Capitalized terms used but not defined will have the meaning given to them in the Agreement. If there is any conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum will control and prevail. The parties hereby agree as follows: 1. Funding Intent. You reasonably believe that funds can be obtained sufficient to make all Payments set forth in the Agreement and any other amounts owed during the term of the Agreement. You agree that your chief executive or administrative officer (or your administrative office that has the responsibility of preparing the budget submitted to your governing body, as applicable) will provide for funding for such payments in your annual budget request submitted to your governing body. You covenant that you will do all things lawfully within your power to obtain, maintain and properly request and pursue funds from which the Payments may be made, including making provisions for such payments to the extent necessary in each budget submitted for the purpose of obtaining funding, using your best efforts to have such portion of the budget approved and exhausting all available administrative reviews and appeals in the event such portion of the budget is not approved. If your governing body chooses not to appropriate funds for such payments, you agree that your governing body will evidence such nonappropriation by omitting funds for such payments due during the applicable fiscal period from the budget that it adopts. You and we agree that your obligation to make payments under the Agreement will be your current expense and will not be interpreted to be a debt in violation of applicable law or constitutional limitations or requirements. Nothing contained in the Agreement will be interpreted as a pledge of your general tax revenues, funds or moneys. 2. Nonao arm a�rl is ion of Funds. If (a) sufficient funds are not appropriated and budgeted by your governing body in any fiscal period for Payments set forth in the Agreement or any other amounts owed to us and (b) you have exhausted all funds legally available for such payments due under the Agreement (together, a "Non- A ro nation v ff), then you will give us not less than ninety (90) days written notice (a "Termination Notice") and the Agreement will terminate as of the last day of your fiscal period for which funds for such payments are available ("'Termination Data"). Such termination is without any expense or penalty, except for the portions of such payments and those expenses associated with your return of the Equipment in accordance with the Agreement for which funds have been budgeted or appropriated or are otherwise legally available. You agree that, to the extent permitted by law, you will not terminate the Agreement if any funds are appropriated by you or to you for the acquisition or use of equipment or services performing functions similar to the Equipment during your fiscal period in which such termination would occur. You shall (i) on or before the Termination Date, return the Equipment in accordance with the return requirements set forth in the Agreement, (ii) provide in the Termination Notice a certification of a responsible official that a Non-Appropriation Event has occurred, (iii) deliver to us, upon our request, an opinion of your counsel (addressed to us) verifying that the Non-Appropriation Event as set forth in the Termination Notice has occurred, and (iv) pay us all sums payable to us under the Agreement up to and including the Termination Date. You acknowledge and agree that, in the event of the termination of the Agreement and the return of the Equipment as provided for herein, you shall have no interest whatsoever in the Equipment or proceeds thereof and we shall be entitled to retain for our own account the proceeds resulting from any disposition or re- leasing of the Equipment along with any advance rentals, security deposits or other sums previously paid by you pursuant to the terms of the Agreement. 3. Authoritymm._,and Authorizatigjq. You represent and agree that: (a) you are a state or a political subdivision or agency of a state; (b) the entering into and performance of the Agreement is authorized under your state laws and Constitution and does not violate or contradict any judgment, law, order, or regulation, or cause any default under any agreement to which you are party; (c) you have complied with all bidding requirements and, where necessary, have properly presented the Agreement for approval and adoption as a valid obligation on your part; and (d) you have sufficient appropriated funds or other moneys available to pay all amounts due under the Agreement for your current fiscal period. Upon our request, you agree to provide us with an opinion of counsel as to clauses (a) through (d) above, an incumbency certificate, and other documents that we request, with all such documents being in a form satisfactory to us. Page 1 of 2 S13 9-19-2024 App=102019�2511 4 Government Use. You agree that (a) you will comply with all information reporting requirements of the Internal Revenue Code of 1986, as amended, including but not limited to the execution and delivery to us of information statements requested by us, and (b) the use of the Equipment is essential for your proper, efficient and economic operation, you will be the only entity to use the Equipment during the term of the Agreement and you will use the Equipment only for your governmental purposes. Upon our request you will provide us with an essential use letter in a form satisfactory to us as to clause (b) above. 5. Insurance. You agree to provide and maintain at your own expense (a) property insurance against the loss, theft, destruction of, or damage to, the Equipment for its full replacement value, naming us as loss payee, and (b) public liability and third party property insurance, naming us as an additional insured. You will give us certificates or other evidence of such insurance on the Equipment at such times as we request. All insurance obtained from a third party insurer will be in a form, amount and with companies acceptable to us, and will provide that we will be given 30 days' advance notice of any cancellation or material change of such insurance. If you do not provide us with proof of such insurance, we may secure insurance on the Equipment to cover our interests (and only our interests). If we obtain such insurance, you will pay us an additional amount for the cost of such insurance and an administrative fee, the cost of which may be more than the cost to obtain your own insurance and on which we may make a profit. 6. Indemnification. With respect to any claims, actions, or suits that are made against us as a result of your actions, omissions, negligence or willful misconduct ("Claims"), to the extent permitted by law, you agree to reimburse us for, and if we request, defend us against, any such Claims. 7. Choice of Law.. Regardless of any conflicting provision in the Agreement, THE AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE IN WHICH YOU ARE LOCATED. 8. This Addendum supplements and amends the Agreement only to the extent and in the manner set forth, and in all other respects, the Agreement will remain in full force and effect. IN WITNESS WHEREOF the parties hereto, by their authorized signatories, have executed this Addendum at the date set forth below their respective signatures. CUSTOMER: County of Monroe dbaWBoard of County PURE _. _....................... HEALTH SOLUTIONS, INC. Commissioners By: _ ...... .... By:_____ Print Print Name: m. .............._.......... _........._ .............. .. . Name: .._.................................... _ ��........_. Title: _ .. .._ ............... _ _..._................ Title: ._...... .. _... _. Date: ............ ...... w ._..............._.._..__........w_ Dater mmm ._._ ..._ ................ . _. ......_ 2512 Page 2 of 2 S13 9-19-2024 App=1020198 DATE(MM/DD/YYYY) A.AC"R" EVIDENCE OF PROPERTY INSURANCE 05/13/2025 THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW.THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE ADDITIONAL INTEREST. �_... .. _. AGENCY PHONE COMPANY (A/C,No,Ext): MARSH USA LLC (See Attached) 1560 Sawgrass Corporate Pkwy,Suite 300 Sunrise,FL 33323 CN101629253-BayC-Prop-24-25 FAX E•MAI'L (A)r',No). ......... ....... _ ,......ADDRESS.. ...... ....................................... CODE: SUB CODE: 11111 AGENCY CUSTOMER$'1 #; INSURED LOANNUMBER . POLICY NUMBER Bay County Board of County See Attached Commissioners _ 11 .w................. .... ... m............ . 640 West 11th Street EFFECTIVE DATE EXPIRATION DATE CONTINUED UNTIL Panama City,FL 32401 06/15/2024 06/15/2025 TERMINATED IF CHECKED THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION LOCATION/DESCRIPTION Re-Water Cooler Rental -123 Overseas Highway,Rocklnad Key FL 33040 W mTHE 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 EVIDENCE OF PROPERTY INSURANCE 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. COVERAGE INFORMATION PERILS INSURED I I BASIC BROAD X SPECIAL COVERAGE/PERILS IFORMS I AMOUNT OF INSURANCE DEDUCTIBLE ,,,,,,,..,.. LIMIT - $10,000X0 100,000 All Risk including Flood and Earth Movement,excluding Boiler and Machinery SUBLIMITS: Earthquake $30,000,000 Annual Agg Flood $30,000,000 Annual Agg Named Windstorm $30,000,000 Annual Agg Valuation: Property:Replacement Cost BI:Actual Loss Sustained REMARKS Including Special Conditions Island Pure is/are loss payee,as required by written contract,with respect to Property. Island Pure islare included as additional insured where required by written contract. 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. ADDITIONAL INTEREST ATL-006010729-01 NAME AND ADDRESS X ADDITIONAL INSURED LENDER'S LOSS PAYABLE X LOSS PAYEE MORTGAGEE Island Pure LOAN# 600 Capital St Suite E Jupiter,FL 33456 .. AUTHORIZED REPRESENTATIVE ACORD 27(2016/03) ©1993-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 2513 AGENCY CUSTOMER ID: CNI01629253 LOC#: Lauderdale 0 ADDITIONAL REMARKS SCHEDULE Page 2 of 4 AGENCY NAMED INSURED MARSH USA LLC Bay County Board of County ............... Commissioners POLICY NUMBER 840 West 11 th Street Panama City,FL 32401 ................................................. CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 27 FORM TITLE: Evidence of Property Insurance ...... ............. __............ ......... .................... Total Insured Values:$531,951,590 SCHEDULE OF INSURERS: lronshore Specialty Insurance Co, Policy#100054412103 $1,000,000 part of$10,000,000 per occurrence Westchester Surplus Lines Insurance Cc Policy I D12110171111 $3,250,000 part of$10,000,000 per occurrence Sutton Specialty Insurance Co, Policy#24XSP0480 $1,000,000 part of$20,000,000 excess of$10,000,000 per occurrence Allied World Assurance Company Policy#031388041 A $2,250,000 part of$20,000,000 excess of$10,000,000 per occurrence Evanston Insurance Company Policy#MKLV2XPR002257 $5,000,000 pad of$20,000,000 excess of$10,000,000 per occurrence 5555 CPS Lloyd's Syndicate Policy ftB0509MPSPB2401865 $1,500,000 part of$30,000,000 per occurrence 4444 CNP Lloyd's Syndicate Policy#B0509MPSPB2401865 $750,000 part of$30,000,000 per occurrence Palms Specialty Insurance Company Policy#PLM0081924 $750,000 pad of$30,000,000 per occurrence Endurance American Specialty Ins.Co, Policy#ESP30001126205 $3,000,000 part of$30,000,000 per occurrence Starstone Specialty Insurance Co. Policy#CSPOO 1 49749POO $4,500,000 part of$30,000,000 per occurrence National Fire&Marine Insurance Co. Policy#42PRP31117305 $6,750,000 part of$30,000,000 per occurrence 4444 CNP Lloyd's Syndicate ACORD 101 (2008/01) @ 2008 ACORD CORPORATION. All rights re---,-,' The ACORD name and logo are registered marks of ACORD 2514 AGENCY CUSTOMER ID: CN101629253 LOC#: Lauderdale .................... ADDITIONAL REMARKS SCHEDULE Page 3 of 4 AGENCY NAMED INSURED MARSH USA LLC Bay County Board of County ..._... ........__ ................___.. ................... Commissioners POLICY NUMBER 840 West 11th Street Panama City,FL 32401 .. ..................._._ CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, 27 Evidence of Property Insurance FORM NUMBER: FORM TITLE: ..... w Policy#BO509MPSPB2401866 $1,000.000 part of$40,000,000 excess of$30,000,000 per occurrence 5555 QPS Lloyd's Syndicate Policy 480509MPSPB2401866 $2,000,000M part of$40,000,000 excess of$30,000,000 per occurrence Arch Specialty Insurance Co. Policy#ESP100067905 $2,570,000 part of$40,000,000 excess of$30,000,000 per occurrence Texas Insurance Company Policy#BRPSLPTFLO1110008010203 $2,500,000 part of$15,000,000 excess of$55,000,000 per occurrence Evanston Insurance Company Policy#MKLV2XPR002256 $51M part of$15,000,000 excess of$55.000,000 per occurrence Navigators Specialty Insurance Co. Policy#NY24LCMZOB5DWIC $5,000,000 part of$15,000,000 excess of$55,000,000 per occurrence Deductibles: $100,000 all perils except: Named Windstorm:5%of the actual value per unit of insurance subject to a$100,000 minimum per occurrence Flood(SFHA):$500,000 per occurrence Flood:$100,000 per occurrence(Berkshire&ironshore);$25,000 all other participants Earthquake:$200,000 per occurrence Communication Equipment:$5,000 per occurrence(Berkshire);$5,000 all other participants Heavy Equipment:100,000 per occurrence Deerpoint DAM Facility- Limit$18,694,775 Per Occurrence Deductibles:All Perils$50,000,except Flood$100,000 or 5% and Named Windstorm:$100,000 or 5%-Loss of Revenue:21 Days Insurer: Westchester Surplus Lines Insurance Company Policy Number:120716873022 Parametric- Limit:$2,500,000 National Fire&Marine Insurance Company Policy Number:42PRP32911102 Equipment Breakdown- Limit:$70,000,000 per accident; ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 2515 AGENCY CUSTOMER ID: CN101629253 LOC#: Lauderdale ADDITIONAL REMARKS SCHEDULE_.._ _ . "'�' °� Page 4 of 4 AGENCY NAMED INSURED MARSH USA LLC, Bay County Board of County Commissioners POLICY NUMBER 840 West 11th Street Panama City,FL 32401 CARRIER NAIC CODE EFFECTIVE DATE: ..._... ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 27 FORM TITLE: Evidence ofInsurance W.. .................... .................. .......�..� ..�.�... ... . Deductible$5 000 property damage/extra expense Travelers Property Casualty Company of America Policy Number:BME19P303873TIL24 Terrorism&Sabotage- Lirnit:$70,000,000 Per Occurrence Deductibles:$50,000 Property Damage/Business Interruption Combined Per Occurrence Carrier:Indian Harbor Insurance Company Policy Number:US00075748SP24A Other deductibles may apply per policy terms and conditions. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights re--^•^a The ACORD name and logo are registered marks of ACORD 2516 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 2517 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 day of 202 , 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 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 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 1 of 13 2518 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 administratively must not exceed the total value of$100.000.00 without the prior formal approval of the Monroe County Board of County Commissioners. As used herein the "total value" is calculated by adding the value of each administratively approved renewal plus any value- added amendments, after the Monroe County Board of County 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, fiurther 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 2519 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 2520 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 2521 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 2522 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 2523 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 Connelly Monroe County Life Scan Wellness :Centers_ 1100 Simonton Street,Room 2-205 1011 N Macdill Ave Tampa FL 33607 Key West, FL 33040 Email:Jennifer.Cpnneley@lCfe4sear iwell_ne$s.com 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 2524 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: MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH STREET, SUITE 408,KEY WEST, FL 33040, EMAIL: PUBLICRECORDS(a,MONROECOUNTY- FL.GOV, OR PHONE: 305-292-3470. If Contractor does not comply with this section, the County will enforce the Agreement provisions in accordance herewith and may unilaterally cancel this Agreement in accordance with state law. 23) Audit Rights The Contractor must maintain accurate books,records,documents and other evidence that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance 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 2525 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 Nicolis 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 2526 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. DB/A 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:C E 0 Date: May 23,2025 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 2527 relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11)The Pregnant Workers Fairness Act(PWFA) pursuant to 42 U.S.C. 2000gg et seq.;and 12)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to,or the subject matter of, this Agreement. 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 subvendors/subconsultants/subcontractors) assigned by Contractor to perform work pursuant to the contract with the County. The Contractor acknowledges and agrees that use of the U.S.Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the County. By entering into this Agreement, the Contractor becomes obligated to comply with the provisions of Section 448.095, Florida Statutes, "Employment Eligibility," as amended from time to time.This includes,but is not limited to,utilization of the E-Verify System to verify the work authorization status of all newly hired employees, and requiring all subcontractors to provide an affidavit to Contractor attesting that the subcontractor does not employ,contract with,or subcontract with,an unauthorized alien. Contractor agrees to maintain a copy of such affidavit for the duration of this Agreement. Failure to comply with this paragraph will result in the termination of this Agreement as provided in Section 448.095, Florida Statutes, as amended, and Contractor may not be awarded a public contract for at least one (1) year after the date on which the Agreement was terminated. Contractor will also be liable for any additional costs to County incurred as a result of the termination of this Agreement in accordance with this Section. Upon executing this Agreement, Contractor will provide proof of enrollment in E-verify to the County. 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, 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. 31) 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 Page 11 of 13 2528 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. 32) Merger; Amendment ' This Agreement constitutes the entire Agreement between the Contractor and the County, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and authorized designees of the County. 33) Interpretation The titles and headings contained in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement include the other gender, and the singular includes the plural, and vice versa, unless the context otherwise requires. Terms such as"herein"refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear,unless the context otherwise requires. Whenever reference is made to a section or article of this Agreement,such reference is to the section or article as a whole, including all subsections thereof, unless the reference is made to a particular subsection or subparagraph of such section or article. Any reference to "days" means calendar days, unless otherwise expressly stated. 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) 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. 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 Originals. This Agreement may be executed in multiple originals, and may be executed in Page 12 of 13 2529 counterparts, each of which is hereby deemed to be all original, but all of which, taken together,COl1Stltlltes one and the same agreement. IN WITNESS WHEREOF, County and Contractor have executed this Agreement as of the date first written above. CONTRACTOR: Life Extension Clinics, Inc. d/b/a Life Scan Wellness Centers Signature Todd LeDuc CEO Print Name & Title STATE OF FLORIDA COUNTY OF e��V) i ...............................................l - Y ............., ,,,,,,,,. b} ore ine The ore�7onl�7 111St1'lllllellt W£lS SWOI'll to this day of �, 20 by means of physical presence or El online notarization, d lrmec � lc acknowledged before President [or Authority Title] of LIFE EXTENSION C ICS, INC. D/B/A LIFE SCAN WELLNESS CENTERS, a Florida For profit Corporation. He/She is personally knew»to me/or has produced (type of identification) aS IClelltlflcatloll. Sign it r of Not ly Public' Notary Public State of Florida Jennifer L Connelly My Commission HH 392664 ills " ....... ....................................................................................,,, Y (. Expires 4/30I2027 Print& StampCommissioned Name of Nbt, Public) MONROE COUNTY, FLORIDA: BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY & BOARD OF GOVERNORS, FIRE AND AMBULANCE DISTRICT 1, MONROE COUNTY By: Christine Hurley, AICP Monroe County Administrator Approved as to legal loan & Sufficiency: D,caitally signed br,Eve K Le-S Eve M. Lewis Date'2025.05.2216:42.05 _ — _ Eve M. Lewis, Assistant County Attoi-ney Page 13 °l* 13 2530 "EXHIBIT A" Scope of Services The Life Scan Wellness Program is an integrated medical approach to firefighter exams that combines an annual physical with potential lifesaving, early detection testing for major diseases such as heart disease, stroke,cancer, diabetes, and aneurysms. Each Life Scan exam has the added benefit of ultrasound imaging assessments of the internal organs and cardiovascular system as well as cardio-pulmonary testing, extensive laboratory blood profiles, diet and nutritional analysis, a state-of-the-art fitness evaluation, and a personalized wellness plan. Life Scan's sophisticated medical tests identify and analyze specific markers that are the foundation of virtually every 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 able to perform essential job duties without undue risk of harm to self or others, monitor acute and long-term effects of the working environment of uniformed personnel,detect patterns of disease in the workforce that might indicate underlying work-related health concerns, provide quantifiable medical information on the entire workplace,and inform uniformed personnel of their occupational hazards and health status. This medical evaluation complies with federal, state, provincial and local health and safety requirements. The Nurse Practitioner has a thorough understanding of the public service officer positions including essential job tasks, physical 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 organs and provides the patient with copies of still images (sonograms) that.may be passed.on to the patient's primary physician for further evaluation and/or, diagnostic purposes. Ultrasound scanning is a noninvasive, safe and painless method that uses sound waves to create real time images of the inside of the body. Performing ultrasound scans and searching for abnormalities in the major internal organs assures that the public service officers can adequately perform essential job tasks with as little risk as possible. It also aids to track the yearly effects of the environmental exposure the job entails such as exposure to toxic fumes, irritants, particulates, biological and nonbiological hazards, and/or heated gases.The following provides a comprehensive list and description of each scan conducted by the ultrasound technician at LIFESCAN Wellness Centers. 3. LIFESCAN Wellness Center's fitness analysis conducted by a Clinical Exercise Physiologist makes certain that public safety officers are in top physical condition to ensure better on-the-job performance and overall wellbeing. An integrated fitness initiative includes diet and nutritional analysis, a state-of-the-art fitness evaluation, and a personalized wellness plan to create an ongoing customized fitness program for each officer and firefighter. LIFESCAN's cardio-pulmonary and fitness evaluation protocols are specifically chosen to meet the current NFPA 1582 and 1583 standards as well as OSHA standards. The following provides a comprehensive list and description of the fitness assessments conducted at LIFESCAN Wellness Centers, including references to specific NFPA standards as well as the 14 essential job tasks as described by the NFPA which necessitate the conduction of these assessments. 2531 "COMPOSITE EXHIBIT B" V* LIFE SCAN WELLNESS CENTERS Saving the Lives qfAmerieas Heroes LIFE CAN WELLNESS CENTERS QUOTE: Department: Monroe County Fire Rescue City &State: Marathon, FL 33050 Contact: Cara Johnson 2025 Date: 05.08.2025 ——————————— ——77-�� NLM, ois,77-7 �57 Public Safety Physical Exam(NFPA 1582 compliant) Medical &Occupational/Environmental Questionnaire Included Comprehensive Hands-On Physical Exam Included Vital Signs: Height, Weight, Blood Pressure, Pulse Included Included Back Health Evaluation Included Urinalysis Included Audiogram Included Titmus Occupational Vision Exam Included Breast Exam with Self-Exam education Included Personal Consultation with review of testing results Included Laboratory Tests: 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 Al C Included Men: PSA(Prostate cancer marker)and Testosterone Included Women; CA-125 Included UltrasoundScreenings (Early Detection of Heart Disease and Caocer): Echocardiogram(Heart Ultrasound) Included Carotid Arteries Ultrasound Included Aorta and Aortic 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 Included Cardiopultnonary Testing& Fitness Eval(NFPA 1583 &1AFF WFI) Cardiac Stress Test(Treadmill with 12 lead, sub-maximal) Included EKG, 12 Lead Included 2532 Spirometry, PFT with OSHA Respirator Medical Clearance Included Fitness tests for Muscular strength&endurance Included V02 Max Calc for Aerobic Capacity Included Body Weight and Composition Included Personal Fitness Rx Included LIFE SCAN PUBLIC SAFETY PHYSICAL EXAM BASIC COSTEach $499.80 Mandatory LifeScan NFPA Proprietary EMR,System with Behavioral Health Assessments $25.00 Total Life Scan Wellness Center Cost per physical $524.80 OPTIONAL TESTS A VAILA BLE Line Itern Cost Chest X-Ray, 2 view with radiologist review( indlUded) $89.76 Lumbar X-Ray,2 view with radiologist review $89.76 Hazmat Cholinesterase $8Z62 Hazmat Heavy Metals $82,62 0", -M 111"N I Iffil WN�U P ✓Hepatitis A Titer IM $42,84 Hepatitis B Screening Test $66.30 Hepatifls,B Titer $42.84 Hepatitis,C Screening Test $66.30 HIV Test, Gen 4 $31.62 PPD TB Skin Test $26,52 QuantiFeron Gold TB Blood Test $81,60 Tdap(Tetanus, Diphtheria, PertUSSis)Titer $35,70 OSHA Respirator Mask Fit Testing(PortaCount) $46.92 Drug Screen, I CUP $56,10 Drug Rescreen with confirmation $66.30 ABO $31,62 Nicotine $77.52 CPET Cardiopulmonary Test $122.40 -ffl-7- g P h b 11/1111m,Moo✓m/m/l// ii"";m/, L'�o rz,� 0�I s t/ 1/0 0 $24.48 "T, 1,A pr, Minimum 45 appointments: Pricing subject to annual increase, Pricing is based on 9 patients per day, 45 per week.All scheduled appointments will be billed. 2533 qr 202E Department Scheduling And.Additional "testing Agreement Monroe County Fire Billing&Supply Shipping Address Scripts,Schedule&Roster POC 7280 Overseas Highway Cara Johnson,Executive Administrator Marathon, FL,33050 (a)305-289-6004 (C) Life Scare Rase Price: $525,00 ohnsurz-eara@monroecouuty-f`l.gov Piggyback—Clearwater Fire Invoices POC Fire ChiefR.L, Colina Name: (0) (C) Email: Colina-d(c monroecount -f-1 ITOV X Life Scan Can-Site On-Site Blood Draw Address 8:30am to 11:30am 56633 Overseas Hwy On-Site Draw Dates Crawl Key, Fl.33050 Wed, May 28—Fri, May 30 Send i ceutrlfuge to: be sent to another location where EMS will do blood draws,all specimens will be picked up (courier plu) 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 1,ab Corp. For accurate results, blood draws need to be perfornned between 45 days and 10 days prior to scheduled )h sicals. "I"Reminder, r:w',� ttber.s rjeed to fast ➢0 hours N ir:rr to Iflood Llrrrww°� Members: 180 Total Lays: 20 Location for Physicals Set-Up: 7:30 ann Start: 8:30am Station 413 Dates of Physicals 390 fey beer Blvd Mon,June 9—Fri, Tune 13 Big Dine Key, FL 33043 Mon,June 16 --Fri, .tune 20 FFD POC Mon, .tune 23—Fri, .tune 27 Deputy Chief RL Colina Mon,July 7'—Fri, July l l colina-rl@monroecoujity-fl.gov Requirement for Physicals: 3 private rooms(10 x 10 is sufficient), one room needs to have a treadmill with at least a 15r",�o 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. WiM Password: If WiFi is not provided, a $20 fee per day is applicable. :Aa�ce ncrO hc, s;i ,,-cd mid redurr� od r^rlw�6muAm of 30 dnvs p i�u�� W S�Ahccc� dcd physi� als r at r,��rzd'aarrr d rr m�ulrolrrrtrm7r art , t days, print to' 1. ff(" scal \W14)CSS: r� el'vcs die a ijil: to rc lcas'e the ddrws, Yes Test/Lab Price TY Notes X FTI) — 'Send to Cana.& Colina Dn-Site Draw pee $24.48 180 CLIENT AGREEMENT: As an authorizer)representative, 1 have reviewed and agree to these terms, elates, additional tests, labs, and pricing. R re entative Narne and Title Fire Chief R.L. Colina SavingLIFE SCAN WELLNESS: CENTERS, e Lives o America 's ifireroes 2534 Life Extension Clinics Inc. - Small Contract for Annual Physical Examinations—Legal Stamped 5.22.25 Final Audit Report 2025-05-23 Created: 2025-05-23 By: Rebecca Knecht(rebecca.knecht@llfescanwellness.com) Status: Signed Transaction ID: CBJCHBCAABAAXOZnLxJUgowugZnvg2lwuFbalsawzlEk "Life Extension Clinics Inc. - Small Contract for Annual Physical Examinations_Legal Stamped 5.22.25" History d0 Document digitally presigned by Eve M. Lewis(lewis-eve@monroecounty-fl.gov) 2025-05-22-8:42:05 PM GMT Document created by Rebecca Knecht(rebecca.knecht@lifescanwellness.com) 2025-05-23-1:58:47 PM GMT 24 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 6e Signer todd.leduc@lifescanwellness.com entered name at signing as Todd LeDuc 2025-05-23-2:16:40 PM GMT de Document e-signed by Todd LeDuc(todd.led uc@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 Q Adobe Acrobat Sign 2535 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. MichaeAJernran-a 11-1-WZO-25— Director Sig ur Printed Name Date fe-a n-Patbuci a-J-Qhn-snn VI-Q12025— Di ct Vg/nature Printed Name Date 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. Je-an-Patri-ci-o-J-o-b-n-son 1/1-Q12 02— cre ary ignature Printed Name Date 2536 DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE �... '" FO5/16/2025 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 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 Fvc No:(727)536-9828 PO BOX 1429 ADDRESS: cinda@oewilson.com Largo, FL 33779 INSURERS AFFORDING COVERAGE NAIC# INSURERA: Admiral Insurance Company 24856 INSURED INSURER B: Life Extension Cllnics,Inc,dba Life Scan Wellness Centers INSURERC: LS Wellness, PLLC INSURERD: 1011 N. MacDlll Ave. INSURER E: Tampa, FL 33607 INSURER 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DD/YYYY MM/DD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ cc CLAIMS-MADE OCCUR DAMAGMISE TO RENTED nce MED EXP(Any one pe son $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO ❑ JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED T BODILY INJURY(Per accident) $ AUTOS AUTOS AP (" $ NON-OWNED w) ^^�- PROPERTY DAMAGE HIRED AUTOS AUTOS pY `y., "°—""""" (Per acc dent)c UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE I FIR ANY PROPRIETOR/PARTNER/EXECUTIVE❑ N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I$ 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/LOCATIONS/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 Privacy Liability$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. Bey West, FL 33040 AUTHORIZED REPRESENTATIVE 1 0 <SMK' )�. ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 2537 DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE �... '" FO3/28/2025 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 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 Fvc No:(727)536-9828 PO BOX 1429 ADDRESS: cinda@oewilson.com Largo, FL 33779 INSURERS AFFORDING COVERAGE NAIC# INSURERA: Admiral Insurance Company 24856 INSURED INSURER B: Life Extension Cllnics,Inc,dba Life Scan Wellness Centers INSURERC: LS Wellness, PLLC INSURERD: 1011 N. MacDlll Ave. INSURER E: Tampa, FL 33607 INSURER 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DD/YYYY MM/DD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ cc CLAIMS-MADE OCCUR DAMAGMISE TO RENTED nce MED EXP(Any one pe son $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO ❑ JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED T AUTOS AUTOS �' 16f BODILY INJURY(Per accident) $ NON-OWNED Y ? - "-^• PROPERTY DAMAGE $ HIRED AUTOS AUTOS :` (Per acc dent) DAt $ UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE❑ N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Medical Professional Liability E0000037691-08 05/31/2024 05/31/2025 2,000,000 Aggregate Retroactive Date: 5/31/2001 2,000,000 Each Claim DESCRIPTION OF OPERATIONS/LOCATIONS/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 Privacy Liability$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. Bey West, FL 33040 AUTHORIZED REPRESENTATIVE 1 0 <SMK' )�. ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 2538 CDATE(MM/DD/YYYY) lill CERTIFICATE OF LIABILITY INSURANCE Acct# 3045439 F03/28/2025 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 AON RISK SERVICES SOUTH, INC NAME: PHONE 3550 LENOX ROAD NORTHEAST,SUITE 1700 A/CC No, o Ext: 844-398-0470 FAX No: E-MAIL eo ATLANTA, GA 30326 ADDRESS: certs @p PIease.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Indemnity Insurance Company of North America 43575 INSURED INSURER B Life Extension Clinics,Inc. dba Life Scan Wellness Centers,LS Wellness PLLC INSURER C 1011 N MacDill Ave Tampa,FL 33607 INSURER D INSURER E: 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE1:1 OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY❑ PRO- ❑ JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ ALLOWNED SCHEDULED AUTOS AUTOS A5' 1GzM T BODILY INJURY(Per accident) $ NON-OWNED i, i -- PROPERTY DAMAGE $ HIRED AUTOS AUTOS BY ""'" Peraccident UMBRELLA LAB 'A'A _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1000000 A OFFICER/MEMBER EXCLUDED? � N/A C72818763 12/31/2024 01/01/2026 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1000000 If yes,describe under 1000000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) POLICY VALID IN FLORIDA CERTIFICATE HOLDER CANCELLATION Monroe County Board SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1100 Simonton Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Key West FL 33040 AUTHORIZED REPRESENTATIVE 2 ©1988-2016 ACORD CORPORATION. All rights res 2539 ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD DATE(MM/DD/YYYY) ACCOR" 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 She Insurance Group Inc. PHONE FAX 1021 Douglas Ave. A/C No Ext: 407-869-5490 A/c,No):407-389-3580 E-MAltamonte Springs FL 32714 ADDRESS: Certificates@sihle.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Hartford Underwriters Insurance Company 30104 INSURED LIFEEXT-01 INSURERB: MSIG Specialty Insurance USA Inc 34886 Life Extension Clinics Inc. INSURERC: Palomar Excess and Surplus Insurance Company 16754 dba Life Scan Wellness Centers 1011 N MacDill Avenue INSURERD: Tampa FL 33607 INSURERE: 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY Y 21SBMBA9FTH 11/10/2024 11/10/2025 EACH OCCURRENCE $1,000,000 CLAIMS-MADE � OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 P�9�TE.w._�L`..Z_25 .�. .�.,.�...�.� GEN'L AGGREGATE LIMIT APPLIES PER: VPA � Y ,u GENERAL AGGREGATE $2,000,000 POLICY� PRO- LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ B AUTOMOBILE LIABILITY Y N HN01000294-2 3/2/2025 3/2/2026 COMBINED SINGLE LIMIT $1,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A X UMBRELLALIAB OCCUR 21SBMBA9FTH 11/10/2024 11/10/2025 EACH OCCURRENCE $1,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $1,000,000 DED X RETENTION$1 n nnn $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICE R/M EMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 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 $2,000,000 A EPLI 21SBMBA9FTH 11/10/2024 11/10/2025 Aggregate Limit $25,000 DESCRIPTION OF OPERATIONS/LOCATIONS/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(2016103) The ACORD name and logo are registered marks of ACORD 2540 Policy Number HNO1000294-02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER 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 Or+ganization(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 $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. JA52O3U'S 01-19 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission 2541 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) 2542 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: (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 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 2of3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 2543 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE 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 3of3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 2544 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) 2545 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - 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. 2546 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE 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) 2547 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE 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) 2548 20883 Edition MONROE COUNTY,FLORIDA REQUEST FOR WAIVERINSURANCE i S It is requested that the insumnce requirements,as specified in the n i s Schedule of Insurance Requirements,be waived or modified on the f flowing contract Can ctorNendor; Project or Service cntractorl endor Address&Phone#: /4c, General Scrape of Work: eascrr for Waiver or Modification: Policies Waiver or Modification will apply to: Si naW endor: ' � _ � ✓ ) j DatcApproved Not Approved ...a. __. Risk Management Signature: Date: County Administrator appeal; Approved: Not Approvcd; Datc: Board of County Commissioners appeal: Approve& Not Approved: Meeting bate: Administrative Instruction 7500.7 104 2549 Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with:Canon U.S.A., INC Contract# NASPO Pl,ggyaack Effective Date: 0 /p1/2p25 Expiration Date: 05131/20a Contract Purpose/Descnption: Lease agreement for Canon Copiers- (2) Canon AADV DX C3935i multifunction device at$3G5.45 per month under NA, f'U state contract##441 oflo{tf1-24 NASPO ACS.A maintenance fee of$40.00 per rnonth(per copier)includes 7225 g&W paoes Per Adevice-The terra of the lease is 60 months, Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Cory SchvVisow 606,15 EMG/#14 (Name) (Ext.) Department/Stop #) CONTRACT COSTS Total Dollar Value of Contract: $ 201727 00 Current Year Portion: $ 1,781 80 (must be$100,000.00 or less) (If multiyear agreement then Not to exceed $100 000.00 requires BOCC approval,unless the grs�,,vd o,d,eo,l,�.ad ,vcl,atadtN c "E'd1w'iIw'w'il�,�r„r d ;1 Budgeted? Yes❑✓ No ❑ Grant: $ N/A County Match: $ NJA Fund/Cost Center/Spend Category: CC 1 00: Sc-00054 Rental&Leases, �,04147 Copier Meter charges ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: Fluctuating use expenses per pags printed. (Not included in dollar value above) (e.g. maintenance,utilities,janitorial, salaries,etc.) Insurance Required: YES 0 NO ❑ CONTRACT REVIEW Reviewer Date In ner Department Head Signature: Shannon Weiner Digitallya225 05signe 22 17'4054-04annon '00' Date'2025.05.22 17�40'S4-04'00' Pedro J. Mercado Digitally signed by Pedro J.Mercado County Attorney Signature: Date:2025.05.23 09:05:59-04'00' Gaelan P Jones Digitally sig"edbyGaelanP Jane s Risk Management Signature: Date:2025.05.23 12:08:51-04'00' Lisa Abreu Digitally signed by Lisa Abram Purchasing Signature: Date:2025.05.27 09:22:51-04'00' Digitally signed by Job"Quinn John Quinn OMB Signature: Date:2025.05.27 09:53:14-04'00' Comments: 2550 llAni.pM,wnml n o ..`1 0 PURCHASE / LEASE FORM ❑ PURCHASE 9 LEASE PURCHASE ORDER/REFERENCE NUMBER CUSTOMER(FULL LEGAL NAME AND DBA NAME) CUSTOMER CONTACT NAME PHONE MONROE COUNTY BOCC CORY SCHWISOW 305-289-6065 BILL TO ADDRESS CITY STATE ZIP MC BOCC 500 WHITEHEAD STREET KEY WEST FL 33040 SHIP TO ADDRESS CITY STATE ZIP 7280 OVERSEAS HWY. 2ND FLOOR MARATHON FL 33050 REMIT TO ADDRESS CITY STATE ZIP 4100 N. FAIRFAX DR.STE#200 ARLINGTON VA 22203 ITEMIZED LIST OF QUIPMENT WITH DETAILED CONFIGURATION PAYMENT DETAILS Item Code Make/Model/Description Qty Unit Price Lease Payment Extended Lease Payment 5961CO02AA Canon iRADV DX C3935i 2 $5959.80 143.33 286.66 4917CO02AA Cassette Feeding Unit AW1 1 $991.00 23.84 23.84 5634CO01AA Cabinet T e-W 1 $99.00 2.38 2.38 40000002BA Inner Finisher L1 2 $819.50 19.71 39.42 4919CO01AA Super G3 Fax Board 131-11 1 $546.70 13.15 13.15 TOTAL: 15,195.30 $365.45 *Plus Applicable Taxes LEASE TERM NUMBER OF PAYMENTS TYPE OF LEASE PAYMENT FREQUENCY 60 60 ®FMV ❑ $1 M Monthly ❑Quarterly ❑Other: (in months) MAINTENANCE BASE CHARGE ALLOWABLE COPIES OVERAGE RATE TAX EXEMPT $0.0095 B&W $40.00 x 2 7225 x 2 $0.0651 color ❑Yes No This transaction is governed by the terms and conditions of the NASPO ValuePoint Master Agreement number 187646 and the State of FLORIDA Participating Addendum number FL 44100000-24-NASPO-ACS (together, the "Contract"). The undersigned has read, understands, and hereby agrees to all the terms and conditions set forth in the Contract. Any terms and conditions that conflict with,vary from,or supplement the terms of the Contract shall be deemed null and void. COMMENTS AUTHORIZED CUSTOMER SIGNATURE NASPO VALU E PO I NT 187646 FL44100000-24-NASPO-ACS PRINT NAME Christine Hurley TITLE County Administrator SIGNATURE DATE 2551 of the keys, inc yo,te r 0/,"/tC ec.hno aye y, i ath-,,er Proposal for MC EOC Building under State Contract# NVP 187646 FL 44100000-24-NASPO-ACS Canon imageRUNNER ADVANCE DX C3935i Ships standard with 200-sheet Single Pass Duplexing Automatic Document Feeder, Envelope Feeder Attachment, 100-sheet stack bypass, 2 x 550-sheet Paper Cassettes, UFRII/PCL/PS Printing, Direct PDF/ XPS Printing, Color Universal Send with PDF High Compression, Encrypted PDF, Digital Signature PDF (Device and User Signature), Trace and Smooth PDF, Searchable PDF/XPS, OOXML (Scan to PPT and Word), Universal Login Manager(Requires Download),uniFLOW Online Express, Access Management System, SSD Data Initialize, Data Encryption (FIPS-140-2), IP Sec, Encrypted Secure Print, Secure Watermark,Web Browser, 3.5GB RAM, 256GB SSD, Color Image Reader, Ethernet 1000Base-T/100Base- TX/10Base-T,USB 2.0/3.0 Connectivity, Wifi Connectivity, Remote Operator's Software Kit, Color Network ScanGear and Drum Units. For proximity card use, DX platform devices come standard with iC Card Reader Box.Any configuration requiring a Proximity Card Reader is an additional purchase. Location of Unit: 7280 Overseas Hwy Marathon, FL.33050 Pricing: 60 month state contract NVP 187646 FL 44100000-24-NASPO-ACS for(2)-Canon iRADV DX C3935i multifunction device at$365.45 per month. Options included in pricing: as listed in the attached CFS State Contract Equipment and Services Worksheet Service and Supply Agreement: Agreement includes 7225 B&W pages per device at$80.00 per month. Overages billed at rates of$0.0095 per B&W page and$0.0651 per color page. Includes delivery,setup,and connectivity Onsite customer training Toner replenishment Meter service provided through Canon Financial Services All local supplies,parts,and labor excluding paper and staples Average 2 hour response time to service priorities Please feel free to contact me with any questions at 305-783-8002 Thanks John Ribble Confidential—not to be shared or copied without the prior written consent of Sands of the Keys,Inc PAGE 1 OF 1 2552 imageRUNNER ADVANCE DX C3935i /C3930i C3926i imageRUNNER ADVANCE DX C3900 Series �uiuiu NN�ppl IIII�U luu iuuuui dull�,NNN Nhtlhn ������luill Diu ''k fl�KK�i� � � a nqq�8tis54"�IUVIIIIII III�I //�% l Canons comprehensive portfolio of imageRUNNER ADVANCE DX multifunction printers and integrated -- --�� solutions can help simplify the end user experience and management of technology, better control sensitive information and print-related costs, and help ensure that technology investments proactively y evolve with changing needs. WORKFLOW QUALITY AND EFFICIENCY SECURITY RELIABILITY A large,10.1"responsive and intuitive Advanced standard security feature set to help Canon's signature reliability and engine touchscreen with smartphone-like usability, safeguard sensitive information and assist in technologies help keep productivity making operation clear and virtually seamless. regulatory compliance. high and minimize the impact on Consistent interface across the ^ Integrates with existing,third-party SIEM*zsystems to support resources. imageRUNNER ADVANCE DX product line, help provide real-time,comprehensive insights into Outstanding imaging technologies and allowing work to proceed effortlessly and potential threats to the network and printers. toner allow for consistently striking images, with a minimal learning curve. Technology to verify that the device boot process, thanks to Canon's VI color profile. A unique,customized experience that firmware,and applications initialize without alteration Designed to achieve maximum uptime with can be tailored to individual preferences at setup.Includes automatic recovery of boot process status notifications that help keep supplies using My ADVANCE. for self resiliency. replenished and intuitive maintenance Supports mobile solutions and integration with McAfee Embedded Control'utilizes whitelisting videos for consumables replacement. many popular cloud services like Google Drive' to help protect against malware and tampering imageRUNNER ADVANCE models have Scan and convert documents to searchable of firmware and applications. received many awards and recognition from digital files in a variety of file formats. Security settings can be established at once by leading industry analysts,often referencing selecting the environment type in Recommended strong reliability.This includes the 2022-2024 Integration with Canon and various third-party Security Settings.Security policy settings can be BLI Most Reliable A3 Brand Award from software with embedded application platform. configured from a central location and exported to Keypoint Intelligence. other supported devices. Control access to the device and specific features using a host of flexible authentication methods—PIN code,user name/password,or card access.' *Security Information and Event Manag(2553 DEVICE iiii0 =IIIIIIIIIIIMANAGEMENT -- �i AND FLEET (of ' ®ro (+COST SUSTAINABILITY MANAGEMENT Designed for quick,easy deployment. Track and assess print,copy,scan,and fax A combination of fusing technologies Remote diagnostics and parts life usage and allocate costs to departments and lower-melting-point toner minimizes management for proactive or projects. power requirements and helps achieve maintenance and rapid fixes. ^ Apply print policies and restrict usage by user low energy consumption. to help reduce unnecessary printing Environmentally friendly packaging utilizes Easy and intuitive monitor device status and and contribute to cost efficiency. recyclable cardboard. consumable levelss,,turn off devices remotely, observe meter readings,manage settings, Standard cloud-based solution provides Drum covers are constructed of regrind plastic, and implement security policies. a centralized dashboard with up-to-the-minute helping to lower environmental impact. Common firmware and regular updates insights into printer activity. ENERGY STAR®certified and rated with Unified Firmware Platform(UFP)for Upgrade to uniFLOW server or cloud-based EPEAT°Gold.' continuous improvements and consistency solutions for full accounting and reporting across a fleet. for compatible Canon and third-party devices, pull printing,job routing,and powerful scan workflows. NNN hNN n II IIIIIIII I uNN�N R N� NNNNN N hNNN III �@ NN NNNNN N NNNn �N N � ryry���UNNN i� n ��� �� ��� �� ^u.f1 11 fR � 11 11 11 a a���NNNflhNN@IIII�III�II��IIIIIIIII�IIIII�IIII�IIIIIIIIIIIIIII�II��I1��7�I���IIIII�IIII��II �IIIIIIIIIIIII���I��III�IIIII�IIIIIII �������������������������������������������� II�I�IIII��IIIIII��uiun��fNllllllll���llll��ll��l �Nnlllhll III���III�IIIIINIIIIIIIIIII Ill��ll�l��nl IIIIIIIIIIIIII I�IIIIIII�III I��IIIIII IIIIII�IIIIIIIIIIIIIIIIIII�IIIIIII IIIII�II�IIIIIIII IIIIIN '^ rmwAmmWm _......................... ---- rrm,1!'146r1roi /0' u,Mlal 00 1111111 E 1RF11111111S111NII 1R 111.:1 2 tray,550-sheet capacity 0/11 � � V V 11111..11111'N RAY""IEEE Corner and double stapling up to 50 sheets within the reran„ footprint of the main unit Supports Staple-free Stapling and Staple I 14114 E 1112 WAY '11""T RAY""II11 On Demand Supports optional internal cve®o®a 2/3-hole puncher(Inner 2/3 Hole Puncher-D1) (3(3111")l 11 111 E:111 1 a a>no�'" 12-tra1y,3,250-sheet capacity�� 2 Era 11 3,250-sheet capacity l ��°°° ' 111IS11Nll111All Y, Corner and double stapling Corner and double stapling d'.:A Ss111 11 11 E U11111111"'"',A111 GA11111111111 11 11 YII II!!;""111 up to 50 sheets up to 50 sheets Two 550-sheet cassettes Booklet-making up to 20 Supports Staple-free Supports up to 12"x 18" sheets and saddle-folding Stapling*and Staple up to 3 sheets On Demand Supports 14 lb.Bond to 80 lb.Cover Supports Staple-free Stapling Supports optional 2/3-hole and Staple On Demand puncher(2/3 Hole Puncher Supports optional 2/3-hole Unit-Al) puncher(2/3 Hole Puncher Unit-Al) *Staple-Free stapling,up to 10 pages of 17 lb.Bond. 2554 .NNN pUUU MMMM NN p ANNNN N0U q II IIIU� IN IIIIIII II 41 II II I IIIIIIIII I1 UI III II II I IIIIIII NNN1 9NB �N III@ pNN U uu��q p NNNNN p� ppIII �„ � � I NNN��Illllllllllllllllllllllllllllll�lllllllllllllllllllllllll�� llllllllllllllhllllllll��ll��lllll������������������������llllllllll���������������������� III IIIIIII�IIIIIIIIIIII�diiill��IIIII�IIt�I��IIIIIIIIII�IIII�Nlllllllllllllllllllllll�IIII II�II�IIIIIIII�IIIIIIIIIIIIII��� IIIIIIIIIIIIII�IIIIIIIIIIIIIIIIIII��I �IIIII�IIIIIIIIIIIIII�IIII IIIIIII �IIIIII llllll�lllllllllllllilllll lllln Uiiflt Warm-up Time Platen Acceptable Originals From Power Approx.10 Seconds? Sheet,Book,3-Dimensional Objects Type On: Color Laser Multifunctional From Sleep Approx.10 Seconds' Platen Maximum Scanning Size Up to 11-3/4"x 17"(297.0 mm x 431.8 mm) Core Functions Mode: Standard: Print,Copy,Scan,Send,Store Quick Startup Approx.4 Seconds' Pull Scan Optional: Fax Mode: Color Network ScanGear2 for both Twain and W IA Processor Dimensions(W x D x H) Supported OS: Windows®8.1/10/Server 2012/Server 2012 22-1/4"x 28-1/2"x 35-3/8" 565 mm x 722 mm x 897 mm 10 R2/Server 2016 1.8 GHz Dual Core Processor ( ) Control Panel Installation Space(W x D) Scan Resolution(dpi) 10.1"TFT LCD WSVGA Color Touch-panel Basic: 38-1/2"x 44-1/8"(978 mm x 1119 mm)" Scan for Copy: 600 x 600 Fully Scan for Send: Push(600 x 600),SMB/FTP/WebDAV, Memory Configured: 65"x 44-1/8"(1651 mm x 1119 mm)'2 Pull(600 x 600) 3.5 GB RAM Scan for Fax: 600 x 600 Weight Solid State Drive Approx.187.4 lb.(85 kg)including toner Scan to Mobile Devices and Cloud-based Services Standard: 256 GB/Maximum:1 TB A range of solutions is available to provide scanning to ............................................................................................................................................................................. Interface Connection all'°IIIIII"f'( alf)eCllfN IIIc'Q"N: ioiiiii m mobile devices and cloud-based services depending on Network: 1000Base-T/100Base-TX/10Base-T, your requirements. Optional: Wireless LAN Board F-1 Print Resolution(dpi) Scan Speed(LTR)(BW/CL) Others 1200 x 600,1200 x 1200 Single-sided 135 ipm(300 dpi)/80 ipm(600 dpi) Standard: USB 2.0 x1(Host),USB 3.0 x1(Host), Standard Page Description Languages Scanning: USB 2.0 x1(Device) UFR II,PCL®6,Adobe'PS®3 Double-sided 270 ipm(300 dpi)/160/90 ipm(600 dpi) Optional: Copy Control Interface,Serial Interface Supported File Types Scanning: Paper Capacity(LTR,20 lb.Bond) PDF,TIFF,JPEG,EPS,XPS .. ............. :.. ................................................................................ Standard: 1,200Sheets l�ld ���wl'„UCtall11"III$„a'T(II!V'�JIIIII�„.n Maximum: 2,300 Sheets Printing from Mobile Devices and Cloud-based Services A range of standard and optional software and MEAP- Destination Paper Sources(LTR,20 lb.Bond) based solutions(including AirPrint,Mopria,Universal Standard: E-mail/Internet FAX(SMTP),SMB 3.0, Standard: Dual 550-sheet Paper Cassettes, Print by Microsoft®,Canon PRINT Business,and uniFLOW FTP,WebDAV,Mail Box 100-sheet Multipurpose Tray Online)are available to provide printing from mobile Optional: Super G3 FAX,I Fax Optional: Dual 550-sheet Paper Cassettes devices or internet-connected devices and cloud-based Address Book (Cassette Feeding Unit-AW1) services depending on your requirements.Please contact LDAP(2,000)/Local(1,600)/Speed Dial(200) Paper Output Capacity(LTR,20 lb.Bond) your sales representative for further information. Send Resolution d i Standard: 250 Sheets Fonts (dpi) Maximum: 3,450 Sheets Push: Up to 60 x 60 dpi PCL: 93 Roman,10 Bitmap fonts,2 OCR fonts, Pull: Up to 600 x 600 dpi (with Staple Finisher-AE1/Booklet Andale Mono WT J/K/S/T(Japanese, Finisher-AE1 and Copy Tray-T1) Korean,Simplified and Traditional Communication Protocol Finishing Capabilities Chinese),"Barcode Fonts" File: FTP(TCP/IP),SMB 3.0(TCP/IP),WebDAV PS: 136 Roman Email: SMTP,POP3 Standard: Collate,Group 1$ File Format With Finishers: Collate,Group,Offset,Staple,Saddle-Stitch, Operating System Hole Punch,Eco Staple,Staple On Demand UFRII/PS: Windows'10/11/Server 2012/Server 2012 TIFF,JPEG,PDF(Compact,Searchable,Apply Policy, Supported Media Types R2/Server 2016/Server 2019/Server 2022, Optimize for Web,PDF/A-1 lb,Trace&Smooth,Encrypted, Device Signature,User Signature),XPS(Compact, Multi-purpose Thin,Plain,Heavy,Rec Recycled,Coated, macOWindo (10.13 or later) y PCL: Windows 10/11/Server 2012/Server 2012 Searchable,Device Signature,User Signature),Office Tray: Color,Tracing,Bond,Transparency, Open XML PowerPoint,Word Label,Pre-punched,Envelope, PS: Windows®1 0/11/Server 2012/Server 2012 p Postcard,Letterhead R2/Server 2016/Server 2019/Server 2022, Ill �...p ................................................................................ Cassette: Tracing,Bond,Transparency,Pre- Maximum... III Upper Thin,Plain,Heavy,Rec cled,Color, Number ol!C„`?lilllfJri II IIIffH(I 9macOS(10.13 or later) f Connection Lines punched,Envelope,Postcard,Letterhead PPD: Windows'10/11,macOS(10.13 or later) 2 Lower Thin,Plain,Heavy,Recycled,Color, Modem Speed Cassette: Bond,Transparency,Pre-punched, Cc)qpy aIT 'CIIIfiIcHtllfllins SuperG3: 33.6Kbps Envelope',Postcard,Letterhead First-Copy-Out Time(LTR) G3: 14.4 Kbps Supported Media Sizes C3935i: Approx.5.5 seconds(BW)/ Compression Method Multi-purpose 12"x18",11"x17",Legal,Letter,Letter-R, 7.4 seconds(Color) MH,MR,MMR,JBIG Tray: Executive,Statement,Statement-R C3930i/ Approx.6.1 seconds(BW)/ Custom Size/Free Size:4"x 5-7/8"to C3926i 8.4 seconds(Color) Resolution(dpi) 12"x 18",Envelopes(COM10 No.10, 400 x 400,200 x 400,200 x 200,200 x 100 Monarch,ISO-05,DL),Envelope Custom Copy Resolution(dpi) Size(3-7/8"x 3-7/8"to 12-5/8"x 18") 600 x 600 Sending/Receiving Size Statement-R to 11"x 17" Upper Letter,Executive,Statement-R Multiple Copies Cassette: Custom Size(4-1/8"x 5-7/8"to 11-3/4"x Up to 999 Fax Memory 8-1/2"),Envelopes(ISO-05) Up to 30,000 Pages(2,000 Jobs) Lower Cassette:12"x 18",11"x 17",Legal,Letter,Letter-R, Magnification Speed Dials Executive,Statement-R,Custom Size ( ) Max.200 (4-1/8"x 5 25%-400% 1%Increments7/8"to 12"x 18"),Envelopes' Preset Reduction/Enlargement (COM1 D No.10,Monarch,DL) 25%,50%,64%,73%,78%,100%(1:1),121%,129%,200%, Group Dials/Destinations Supported Media Weights 400% Max.199 Dials Cassettes: 14lb.Bond to 140 lb.Index(52 to 256 g/m2) Sequential Broadcast Multipurpose 141b.Bondto1101b.Cover(52to300g/m) „, a"fllf mJt:;fllffilfJ'u (.IIIffIIIFIs Max.256 Addresses Tray: Type Memory Backup Duplexing: 14lb.Bond to 80 lb.Cover(52 to 220 g/m2) Single-pass Duplexing Automatic Document Feeder" Yes Print/Copy Speed(BW and Color) C3935i: Up to 35 ppm(Letter);Up to 23 ppm Document Feeder Paper Capacity (Letter-R);Up to 17 ppm(Legal/11"x 17") Up to 200 Sheets(20 lb.Bond) C3930i: Up to 30 ppm(Letter);Up to 20 ppm Document Feeder Supported Media Sizes (Letter-R);Up to 15 ppm(Legal/11"x 17") 11"x 17",Legal,Letter,Letter-R,Statement,Statement-R, C3926i: Up to 26 ppm(Letter);Up to 20 ppm Custom Size:2-3/4"x 5-1/2"to 12"x 17"(69.9 mm x 139.7 (Letter-R);Up to 15 ppm(Legal/11"x 17") mm to 304.8 mm x 431.8 mm) Document Feeder Supported Media Weights BW/Color 13.3 lb.Bond to 80 lb.Cover(50 to Original: 220 g/m2) 2555 .uuu titistititi�s a������ uu uu p iu uu uun iu iiiiiu i��i iiii iiiiiiiiii is �i iii ii ii i tiaitiitii suuu ��u un �iia uuu ii I� n � >'i�,y IIIIIIJu Il IIIIII u� I n� n . R I I ........I.I..................................................................................................................................................................... fir)"U"u°JIII S�pedlficafloijns Network Security No InSt.iIIltlla es Box(Number Supported) TLS 1.3,IPSec,IEEE802.1X authentication,SNMP V3.0' Toner2l 100 User In-boxes,1 Memor RX In-box,SD Confidential Firewall Functionality(IP/MAC Address Filtering),Dual y Network Support(Wired LAN/Wireless LAN,Wired LAN/ GPR-66 Toner BK/C/M/Y Fax In-boxes,Maximum 10,000 Pages(2,000 Jobs Stored) Wired LAN),WPA3 support(Wi-Fi),Disabling Unused GPR-66L Toner C/M/Y Advanced Box Functions(Enabling/Disabling Protocols/Applications, Toner Yield(Estimated @ 5%Coverage) Communication Protocol:SMB or WebDAV Enabling/Disabling Remote UI,Enabling/Disabling USE; GPR-66 Toner Supported Interface),Communication Line Separation(G3 FAX,USE BK: 38,000 pages Client PC: Windows'10/11 Port,Advanced Space,Scan and Send-Virus Concerns for GPR-66 Toner Concurrent Connections(Max.) E-mail Reception) C/M/Y: 25,500 pages SMB: 64 GPR-66L Toner WebDAV: 3(Active Sessions) Device Security Protecting SSD Data[SSD Data Encryption(FIPS140-2 C/M/Y: 11,000 pages Advanced Box Available Disc Space Validated),SSD Lock],Standard SSD Initialize,Trusted 'Subscription to a third-party cloud service required.Subject Standard:16 GB(With Option:max.480 GB) Platform Module(TPM),Job Lag Conceal Function, to third-party cloud service providers'Terms and Conditions. Protecting MFP Software Integrity,Automatic Recovery, 2 Third-party SIFM system required.Subject to third-party ecuillIII"t IJe I'lli'llca bl0.JI�IIIISr Checking MFD Software Integrity(Verify System at SIEM system's Terms and Conditions.Canon cannot ensure Startup,Runtime Intrusion Detection) compatibility with all third-party SIEM systems. Authentication and Access Control 'This feature is off by default and must be turned on by the User Authentication(Picture Login,Picture and PIN Login, Device Management and Auditing user.Warm-up times are affected once turned on. Card Login,Username and Password Login,Function Administrator Password,Digital Certificate and Key "Requires additional option. Level Login,Mobile Login),Department ID Authentication Management,Audit Log,Cooperating with External For current EPEAT rating(Gold/Silver/Bronze),please visit ID and PIN Login, SecurityAudit System(SecurityInformation and Event w'w'w'.epeat.net. (Department �� Function Level Login),g )' y 6 Envelope Feeder Attachment A(standard)is required. uniFLOW Online Express (PIN Login,Picture Login, Management),Image Data Logging,Security Policy Setting Time from device power-on until copy ready(not print Picture and PIN Login,Card Login,Card and PIN Login, 11 reservation). Username and Password Login,Department ID and . YIIIIII" i 11 111"Ilill""IFI"I. I�"�'e III" I Cdf�"fioiijI'FS s Time from exiting Sleep mode to when printing is PIN Login,Function Level Login),Access Management operational. System(Access Control) Operating Environment y Time from device power-on to when the copy icon appears Temperature: 50 to 86 IF and is enabled to operate on the touch panel display. Document Security Humidity: 20 to 80%RH(Relative Humidity) Includes Single Pass DADE. Print Security(Secure Print,Encrypted Secure Print, "With right cover open+Multi-purpose tray extension Forced Hold Printing,uniFLOW Secure Print18),Receive Power Requirements extended+paper cassette open. Data Security(Confidential Fax Inbox Forwarding 110V-127V,60Hz,8.5A 12Includes Staple Finisher-AE1/Booklet Finisher-AE1+Copy Received Documents Automatically),Scan Security Power Consumption Tray-T1 extension extended+paper cassette open. (Encrypted PDF,Device Signature PDF/XPS,User Maximum: Approx.1,500 W 13 Requires the optional PCL International Font Set-Al. Signature PDF/XPS,Adobe Live Cycle®Rights Sleep Mode: Approx.0.8 W11 14 Requires the optional Barcode Printer Kit-DI. Management ES2.5 Integration),BOX Securit Mail Box T o 11 Other operating systems and environments,including 9Y( Typical Electricity Consumption(TEC)Rating AS/400,UNIX,Linux,and Citrix,may be supported.Some Password Protected,Advanced Space Access Control), C3935i: 0.33 kWh solutions are chargeable.SAP Device Types are available via Send Data Security(Setting for requesting password C39301: 0.29 kWh the SAP Market Place.For more information,contact your input per transmission,Restricted E-mail/File send C3926i: 0.26 kWh sales representative. functions,Confirming FAX number,Allow/Restrict Fax Standards 11 Detect Feeder Multi Sheet Feed is supported. Driver Transmissions,Allow/Restrict Sending from 17 No charge forthis solution;however,activation is required. History,S/MIME Support),Document Tracking ENERGY STA®w,Certified 11 Requires uniFLOW Online/uniFLOW. (Secure Watermark) Rated EPEAT Gold 19 0.8 W Sleep mode not available in all circumstances due to certain settings. M Based on ENERGY STAR Product Specification for Imaging Equipment Version 3.0. 21 GPR-66L Toner also available for Color(C,M,Y). Yield(estimated @ 5%coverage)is 11,000 images. USA.CAN 0N.COM/SIMPLYADVANCED Imp„ @ go M Ci9111111 01111 li�� As an ENERGY STAR'Partner,Canon U.S.A.,Inc.has certified these models as meeting the ENERGY STAR energy efficiency criteria through an EPA recognized certification body.ENERGY STAR and the ENERGY STAR mark are registered U.S.marks.AirPrint and the AirPrint logo are trademarks of Apple Inc. Canon,imageRUNNER,imagePASS,and the GENUINE logo are registered trademarks or trademarks of Canon Inc.in the United States and may also be registered trademarks or trademarks in other countries. Canon products offer certain security features,yet many variables can impact the security of your devices and data.Canon does not warrant that use of its features will prevent security issues.Some security features may impact functionality/performance;you may want to test these settings in your environment.Nothing herein should be construed as legal or regulatory advice concerning applicable laws;customers must have their own qualified counsel determine the feasibility of a solution as it relates to regulatory and statutory compliance.McAfee and the McAfee logo are trademarks of McAfee LLC in the US and/or other countries.All other referenced product names and marks are trademarks of their respective owners.All printer output images are simulated.All features presented in this brochure may not apply to all Series and/or products and may be optional;please check with your Canon Authorized Dealer for details.Products shown with optional accessories.Canon U.S.A.does not provide legal counsel or regulatory compliance consultancy,including without limitation,Sarbanes-Oxley, HIPAA,GLBA,Check 21 or the USA Patriot Act.Each customer must have its own qualified counsel determine the advisability of a particular solution as it relates to regulatory and statutory compliance. Specifications and availability subject to change without notice.Not responsible for CANON typographical errors. �/.�+ 101, '' 01 ©2023 Canon U.S.A,Inc.All rights reserved. TrV I I I � GENUTM E �(��I�PARTS � U iA112 Federal Law prohibits copying of certain documents.Violators may be subject to penalties.We suggest that you check with your own legal counsel.Canon U.S.A.,Inc.and Canon Canada,Inc.intend ' to cooperate with Law Enforcement Agencies in connection with claims of unauthorized copying. P �R:b �6".etll"II"n aboutdll'R:bll' S II"11etll' tVd dll"tSy VIISII 04/23-0345-8064 !srsr lUl a.c III,woii .coil"Ifn/eNwall" . 2556 I- LO p q } o ; ]o q : w § } : z LL .2 k % ,- . No § k § \ ) E \ � \ {. \ \ mo� \ / / / / / // / / / / / / ) § o k ! o / j ! ! � ® 2U) \ § ! \ � � \ \ § \ ){ B \ \ / ® \ !® E ! & k ) \ \ �/ § o § ( \ _ \ \ _ > / ! ] ! 0 \ z ! ! . § § 2 ) ( o _ 2 » � ) / ) k ) 0 § ! ¥ )\ a ! § _ | ( \ g . w ; z = o ki a & a : g ) (CS ) \ {k ] \ \ \ \ \ \ \ \ \ \\ \ \ \ \ \ � ) §o § # § /§ : - ) 2 ! , � la E ow - - ) ° : _ m o \ { - \ LU k o ) ) ® ) r 2 z ) \ e16 16 - ° ! § ■ o § k _ ) Lu }_ . . ` k . \ { \ \ . r ] ) 2 \ k / ) )/�\} \\& ) I ! ; l . ; - 7 ( ul .. ° / § ) / ° " ` / co p p q o } o )ƒ{ % ~ ® § : § LL . No § k § \ ) E \ \ \ /f� / \ \ / / / / / / // / / / / / go � § - o k ! o / j ! ! 0 ® : m % ) ! qoo � � \ \ § \ ){ B \ \ / ® \ !® E ! & k ) \ \ § ( \ _ \ \ _ > / ! ] ! o \ z ! ! . § z ) ( � � § � § _ 2 » � ) / )� k ) q � § ! ¥ EoE _ | ( \ g . Lu � ; zo ki a & o a : g 2E zt \ {k ] \ \ \ \ \ \ \ \ \ \\ \ \ \ \ \ � ) cs IL § cs o § # § /§ - - oo 0 . 1 ; w & - - ) E 2 _ \ { - \ LU k ) ) ® ) r 2 z \ e 16 ) z - ° ! § ■ § k lo _ ) Lu « & - - § f2 T s ! ] ) _ \ f ) r ] ) 2 - \ ) } ) t /> \ I ! ; l . ; - 7 ( ul .. ° / § ) / ° " \ Page 1 of 1 , ^yy" DATE(MMIDD/YYYY) w J RJ CERTIFICATE OF LIABILITY INSURANCE 03/03/2025 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 WTW Certificate Center NAME: Willis Towers Watson Northeast, Inc. c/o 26 Century Blvd PHONE 1-877-945-7378 FAX 1-888-467-2378 AIC No Ext: AIC,Na E-MAIL P.O. Box 305191 ADDRESS: certificates@wtwco.tom Nashville, TN 372305191 USA INSURER(S)AFFORDING COVERAGE NAIL# INSURER A: Tokio Marine America Insurance Company 10945 INSURED INSURERB: Sompo America Fire & Marine Insurance Comp 38997 Canon U.S.A., Inc. One Canon Park INSURER C: Melville, NY 11747 INSURER D: INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER:W38051751 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 ADDLSUBR EXP TYPE OF INSURANCE INSD WVD POLICY NUMBER MM POLICY/DDIYYYY MM POLICY EFF IDDIYYYY LIMITS LTR X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE � OCCUR PRE M SI(Ea RENTED $ 1,0001000 A MED EXP(Any one person) $ 10,000 Y GLD6404741-14 11/01/2024 11/01/2025 PERSONAL&ADV INJURY $ 110001000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY❑ PRO � JECT LOC PRODUCTS-COMP/OPAGG $ 1,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY Per accident L $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER 1,000,000 B ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? No NIA JCD40017RO 11/01/2024 11/01/2025 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate Holder is included as Additional Insured as respects to General Liability where required by written contract. APPROVED BY RISK MANAGEMENT BY iL drtu2 i DATE 03.31. WAIVER NIA X YES CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Board of County Commissioners AUTHORIZED REPRESENTATIVE 1100 Simonton Street M .MM Key West, FL 33040 4 * ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 2559 SR ID: 27372283 BATCH: 3855789 DATE(MM/DD/YYYY) A`COR" CERTIFICATE OF LIABILITY INSURANCE 03/03/2025 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 Lisa Maguire NAME: Regan Insurance Agency PH CONEo (305)852-3234 FAX N Ext: C,No (305)852-3703 A/ A/ 90144 Overseas Hwy. E-MAIL Imaguire@reganinsuranceinc.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Tavernier FL 33070 INSURERA: Infinity Assurance INSURED INSURER B Sands Of The Keys Inc INSURER C: PO Box 345 INSURER D INSURER E: Islamorada FL 33036 INSURER F: COVERAGES CERTIFICATE NUMBER: 24-25Auto REVISION NUMBER: THIS IS TO CERTIFYTHAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS 4—lom MERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREM IS (Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ POLICY ❑PECT ❑ LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANYAUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED Y 50015304601 10/08/2024 10/08/2025 BOD I LY I NJ U RY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident Drive other car $ UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Additional Insured status when required by written contract CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Monroe County Board of County Commission ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton St AUTHORIZED REPRESENTATIVE Kew West FL 33040 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 2560 ADDITIONAL COVERAGES Ref# Description Coverage Code Form No. Edition Date Medical payments MEDPM Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 5,000 Ref# Description Coverage Code Form No. Edition Date Uninsured motorist BI split limit UMISP Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 1,000,000 Ref# Description Coverage Code Form No. Edition Date PKG PKG Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Multi policy credit ACCT Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Hired/borrowed HRDBD Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date PIP-Basic PIP Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 10,000 0 Ref# Description Coverage Code Form No. Edition Date BED BED Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Non-owned NOWND Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium rOFADTLCV Copyright 2001,AMS Services,Inc. 2561 Docusign Envelope ID:4316492D-64C5-4DFE-A159-386D43B9D8BE Departm exit of MANAGEM7ENT SERVICES We serve those who serve Fllorida Enterprise Alternate Contract Source (ACS) No. 44100000-24-NASPO-ACS For Multi-Function Devices, Copiers, and Related Software and Services This Enterprise Alternate Contract Source No. 44100000-24-NASPO-ACS for Multi-Function Devices, Copiers, and Related Software and Services ("Term Contract"), is between the Department of Management Services ("Department'), an agency of the State of Florida, located at 4050 Esplanade Way, Tallahassee, FL 32399; and Canon U.S.A., Inc. ("Contractor"), located at One Canon Park, Melville, NY, 11747; collectively referred to herein as the "Parties." WHEREAS, section 287.042(16), Florida Statutes (F.S.) authorizes the Department to evaluate contracts let by the Federal Government, another state, or a political subdivision for the provision of commodities and contract services; WHEREAS, the State of Colorado through NASPO, competitively procured multi-function devices and related software, services, and cloud solutions and executed Master Contract No. 187646, Multi-Function Devices and Related Software, Servies, and Cloud Solutions ("Master Contract'), with the Contractor; and WHEREAS, pursuant to section 287.042(16), F.S., the Secretary evaluated the Master Contract and determined that use of the Master Contract is cost-effective and the best value to the state. NOW THEREFORE, in consideration of the mutual promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Term and Effective Date. The Master Contract became effective on August 1, 2024, and its term currently ends on July 31, 2026. The Master Contract has three (3) years of renewals available. This Term Contract will become effective on August 1, 2024 or on the date signed by all Parties, whichever is later. This Term Contract will expire on July 31, 2026, unless terminated earlier or renewed in accordance with the Exhibit B, Enterprise Standard Terms and Conditions. 2. Order of Precedence. This contract document and the attached exhibits constitute the Term Contract and the entire understanding of the Parties. This contract document, Exhibits A, B, and C constitute the Participating Addendum to the Master Contract and modify or supplement the terms and conditions of the Master Contract. All exhibits listed below are incorporated into this Term Page 1 of 3 2562 Docusign Envelope ID:4316492D-64C5-4DFE-A159-386D43B9D8BE Enterprise Alternate Contract Source (ACS) No. 44100000-24-NASPO-ACS For Multi-Function Devices, Copiers, and Related Software and Services Contract by reference herein. In the event of a conflict, the following order of precedence shall apply: a) This contract document b) Exhibit A, Additional Terms and Conditions to the Enterprise Contract c) Exhibit B, Enterprise Standard Terms and Conditions d) Exhibit C: Florida Post-Hoc Lease-Cancellation (FLPL) Rate Sheet for Canon U.S.A., Inc. e) Exhibit D, Master Contract (including any amendments to the Master Contract made prior to the effective date of this Term Contract and any subsequent amendments to the Master Contract that are added to this Term Contract in accordance with the Modifications Section listed below) Where the laws and regulations of a state other than the State of Florida are cited or referenced in the Master Contract, such citation or reference shall be replaced by the comparable Florida law or regulation. 3. Purchases off this Contract. Upon execution of this Term Contract, agencies, as defined in section 287.012, F.S., may purchase products and services under this Term Contract. Any entity making a purchase off of this Term Contract acknowledges and agrees to be bound by the terms and conditions of this Term Contract. The Contractor shall adhere to the terms included in any contract or purchase orders issued pursuant to this Term Contract. 4. Primary Contacts. Department's Contract Manager: Christopher McMullen Division of State Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 360 Tallahassee, Florida 32399 Telephone: (850) 922-9867 Email: hirisl:olplmeir.irr�cirr�ullllendirr�s.�Il.aov Contractor's Contract Manager: Samantha Owens Canon U.S.A., Inc. One Canon Park Melville, NY 11747 Telephone: (631) 330-2754 Email: iisa Ibiidedirtt�iinC cuse.cenon.coirn Either party may notify the other by email of a change to a designated Contract Manager Page 2 of 3 2563 Docusign Envelope ID:4316492D-64C5-4DFE-A159-386D43B9D8BE Enterprise Alternate Contract Source (ACS) No. 44100000-24-NASPO-ACS For Multi-Function Devices, Copiers, and Related Software and Services providing the contact information for the newly designated contact, and such notice is sufficient to effectuate this change without requiring a written amendment to the Term Contract. 5. Modifications. Unless otherwise stated in the Term Contract, any amendments to this Term Contract must be in accordance with Exhibit B, Enterprise Standard Terms and Conditions. If amendments are made to the Master Contract after the effective date of this Term Contract, the Contractor shall: 1) notify the Department of such amendments; and 2) provided the Department is amenable to incorporating the amendments into this Term Contract, enter into a written amendment with the Department in accordance with Exhibit B, Enterprise Standard Terms and Conditions. IN WITNESS THEREOF, the Parties hereto have caused this Term Contract to be executed by the undersigned duly authorized undersigned officials. State of Florida: Contractor: Department of Management Services Canon U.S.A., Inc. DocuSigned by: (�DoLcuSigned by: By: ... By: ... Name: Pedro Allende Name:Mason Olds Title: Secretary Title: SVP Date: 12/15/2024 1 4:09 PM EST Date: 12/13/2024 1 1:19 AM PST Page 3 of 3 2564 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD NA ,I y 0Va."llue(P ,nt Wes;; , NASPO ValuePoint Master Agreement Terms and Conditions For Multi-Function Devices and Related Software, Services and Cloud Solutions A Contract for the NASPO ValuePoint Cooperative Purchasing Program Acting by and through the State of Colorado (Lead State) Department of Personnel & Administration State Purchasing & Contracts Office 1525 Sherman Street, 5th Floor Denver, Co 80203 And Canon U.S.A., Inc. One Canon Park Melville, NY 11747 Master Agreement Number: _187646 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 1 2565 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD MASTER AGREEMENT TERMS AND CONDITIONS.............................................................................3 I. Definitions ...............................................................................................................................3 II. Parties and Term of the Master Agreement ............................................................................7 III. Order of Precedence...............................................................................................................8 IV. Participants and Scope ...........................................................................................................8 V. NASPO ValuePoint Provisions.............................................................................................. 10 VI. Pricing, Payment & Leasing .................................................................................................. 13 VII. Ordering ................................................................................................................................ 14 Vill. Shipping and Delivery ........................................................................................................... 17 IX. Inspection and Acceptance ................................................................................................... 18 X. Warranty................................................................................................................................ 19 XI. Equipment Title .....................................................................................................................20 XII. Indemnification ......................................................................................................................21 XIII. Insurance ..............................................................................................................................22 XIV. General Provisions................................................................................................................24 SIGNATUREPAGE...............................................................................................................................30 EXHIBIT A— STATEMENT OF WORK..................................................................................................31 I. Product Overview..................................................................................................................31 II. Master Agreement Deliverables ............................................................................................32 III. Purchase and Lease Programs.............................................................................................44 IV. Contractor Responsibilities and Tasks ..................................................................................50 EXHIBIT B — SAMPLE D&A CERTIFICATE..........................................................................................59 EXHIBIT C —AUTHORIZED DEALER FORM .......................................................................................60 EXHIBIT D —AUTHORIZED DEALERS BY STATE..............................................................................61 EXHIBIT E — SAMPLE MPS STATEMENT OF WORK .........................................................................62 ATTACHMENT 1 — CANON LEASE AGREEMENT..............................................................................65 ATTACHMENT 2 — CANON MAINTENANCE AGREEMENT................................................................69 ATTACHMENT 3 — CANON SAMPLE MPS AGREEMENT TERMS AND CONDITIONS.....................72 ATTACHMENT 4 — CANON SAMPLE MPS CUSTOMER EXPECTATIONS DOCUMENT ..................75 ATTACHMENT 5 — CANON DIGITAL PRESS PRODUCTION AND LARGE FORMAT EQUIPMENT MASTER SERVICES AGREEMENT TERMS AND CONDITIONS .......................................................80 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 2 2566 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD MASTER AGREEMENT TERMS AND CONDITIONS I. Definitions 1.1 A3 MFD - A Multi-function Device which is designed to handle letter, legal, ledger and some smaller paper sizes, such as postcards and envelopes. 1.2 A4 MFD — A Multi-function Device which is designed to handle letter, legal and some smaller paper sizes, such as postcards and envelopes. Ledger size paper is NOT an option on this Device. 1.3 Acceptance - A written notice from a Purchasing Entity to Contractor advising Contractor that the Device has passed its Acceptance Testing. Acceptance of a Product for which Acceptance Testing is not required shall occur following the completion of delivery, installation, if required, and a reasonable time for inspection of the Product, unless the Purchasing Entity provides a written notice of rejection to Contractor, as set forth in Section IX of this Master Agreement. 1.4 Accessory — A compatible item that is added to the Base Unit to enhance its capabilities and functions. 1.5 Attachment— Contractor's Supplemental Documents which consist of the following: 1.5.1 Attachment 1 — Canon Lease Agreement 1.5.2 Attachment 2 — Canon Maintenance Agreement 1.5.3 Attachment 3 — Canon Sample MPS Agreement Terms and Conditions 1.5.4 Attachment 4 — Canon Sample MPS Customer Expectations Document 1.5.5 Attachment 5 — Canon Digital Press Production and Large Format Equipment Master Services Agreement Terms and Conditions 1.6 Authorized Dealer—The Manufacturer's authorized sales and Service center (also known as a Dealer, Distributor, or Partner) that must be certified by the Manufacturer to sell the Manufacturer's Products, and perform machine installation and maintenance on Devices offered by the Manufacturer. A Purchasing Entity must be able to, at a minimum, visit the sales and service center to view and test Device. 1.7 Base Unit - The copier, printer, Scanner, Large/Wide Format and Production Devices that include all standard Accessories and parts and excludes optional Accessories and/or software. 1.8 Blended Rate - A rate that is derived by taking the b&w and color cost per click rates on one or more Devices and calculating one rate that a customer will be billed for all copies, regardless of Device type and b&w or color output. Allows for simplicity when billing copies run. 1.9 Bronze Standard - Devices which meet less than 50% of the 28 optional EPEAT criteria. 1.10 Business Day—Any day other than Saturday, Sunday, or a legal holiday. 1.11 Buyout to Keep - The early termination option on an FMV or Capital Lease that involves the acquisition of the Device by the Purchasing Entity, and consists of any current and past due amount, plus the remaining stream of Device Payments. 1.12 Buyout to Return -The early termination option on an FMV, Capital or Straight Lease that involves the return of the Device by the Purchasing Entity to Contractor, in good working RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 3 2567 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD condition (ordinary wear and tear excepted), and consists of any current and past due amounts, plus the remaining stream of Device Payments. 1.13 Capital Lease - For the purposes of this Master Agreement, a Capital Lease shall also be referred to as a $1 Buyout Lease and title of the Device will automatically pass from the Contractor to the Purchasing Entity at the end of the Initial Lease Term, and the Purchasing Entity will not be subject to additional payments in order to assume ownership. However, it will be at the discretion of the Participating State or Entity as to whether other criteria will also be considered, such as a bargain purchase option, a lease term longer than 75% of the estimated economic life of the Device, or the present value of the lease payments is greater than 90% of the fair market value of the Device at the beginning of the Initial Lease Term, or any other legal requirements relating to a Capital Lease. 1.14 Ceiling Pricing - Pricing that is established as a "not-to-exceed" amount, the maximum price Contractor may charge for Products, Services, and Supplies. 1.15 Contractor - A party to this Master Agreement, whether a person or entity, that delivers goods or performs services under the terms set forth in this Master Agreement. 1.16 Coterminous - Two or more leases that end at the same time. The original lease payment is modified to reflect the addition of a new Device or Accessory. The original term of the lease is not modified as a result of a Coterminous addition. 1.17 Deliverable -A Product, Service, solution, result, labor, or other effort being sought through this RFP. 1.18 Device - The Base Unit, either with or without optional Accessories and/or software. May also be referred to as "Equipment." 1.19 Device Downtime - The period of time that a Device is not operational and is waiting for Service to be completed. 1.20 Device Payment - The Device portion of the payment, less any Service, Supplies, and maintenance. 1.21 Device Trade-In - An agreed upon transaction between the Purchasing Entity and Contractor, in which Contractor takes ownership of Purchasing Entity's owned Device, often for a discounted amount. 1.22 Device Upgrade or Downgrade -A replacement of the Purchasing Entity's existing leased Device, with a different Device, of either greater or lesser value. A new lease is then originated for the new Device, with the remaining lease payments on the old Device wrapped into it. The old lease is closed out, and the Device is returned to Contractor. 1.23 Electronic Product Environmental Assessment Tool (EPEAT) - A tool which evaluates and selects Device according to a list of preferred environmental attributes. EPEAT registered means Devices meet the 1680.2 IEEE Standard for Environmental Assessment of Imaging Device, as amended. 1.24 Embedded Software - One or more software applications which permanently reside on a computing Device. 1.25 Energy Star -The U.S. Environmental Protection Agency's standard for energy efficiency. 1.26 Fair Market Value (FMV) Lease - A lease in which the Purchasing Entity can either 1) Take title to the Device at the end of the Initial Lease Term by paying the residual value to Contractor, 2) Enter into a Renewal Term for the Device, or 3) Return the Device to Contractor at the end of the Initial Lease Term. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 4 2568 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 1.27 Free on Board (FOB) Destination - Contractor is responsible for transportation and handling charges and the sale does not occur until the Products arrive at the Purchasing Entity's specified location. 1.28 Group - The classification for the different types of Devices solicited in this RFP. Groups are determined by the Devices primary functions and/or capabilities. 1.29 Initial Lease Term - The length of time (i.e. 12, 18, 24, 36, 48, or 60 months) that a Purchasing Entity enters into a lease agreement. 1.30 Intellectual Property - Any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein. 1.31 LargeMide Format Equipment - A Device that prints on a large paper via a variety of output options. 1.32 Lead State - The State centrally administering any resulting Master Agreement(s) who is a party to this Master Agreement. 1.33 Legacy Device — A Device that was purchased, leased, or rented either under a prior NASPO ValuePoint or WSCA Master Agreement, another program, or via any other means. 1.34 Maintenance Agreement - An agreement in which the Contractor provides monthly Service, parts, Supplies, and Preventative Maintenance on purchased, leased or rented Devices. 1.35 Managed Print Services (MPS) - The management, service, and support of the Purchasing Entity's entire enterprise and output infrastructure of printed materials, with the objective of creating a solution that improves the print process and reduces the expense of printed material. 1.36 Manufacturer-A company that, as its primary business function, designs, assembles, and owns the trademark/patent and markets a Device. Also referred to as Contractor. 1.37 Manufacturer's Suggested Retail Price (MSRP) - The list price or recommended retail price of a Product in which the Manufacturer recommends that the retailer sell the Product. 1.38 Master Agreement - The underlying agreement executed by and between the Lead State, acting in cooperation with NASPO ValuePoint, and the Contractor, as now or hereafter amended. 1.39 Multi-function Device (MFD) - A Device which incorporates the functionality of multiple Devices into one, such as print, fax, copy and scan. Each feature can work independently of the other. 1.40 NASPO ValuePoint -A division of the National Association of State Procurement Officials ("NASPO"), a 501(c)(3) corporation. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports, as well as other contract administration functions as assigned by the Lead State. 1.41 Newly Manufactured - Devices that have not been Refurbished, Remanufactured, rented, leased, sold, or used in a demonstration, and are currently being marketed by the Manufacturer. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 5 2569 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 1.42 Normal Business Hours— Defined as the hours between 8AM and 5PM, Monday through Friday, holidays excluded. 1.43 Not Specifically Priced (NSP) - NSP items enhance or compliment the Device but are not listed in the Master Agreement Price List(s). NSP's may include Coin-Op equipment, empowering software etc. 1.44 OEM —The Original Equipment Manufacturer. 1.45 Order - Any type of encumbrance document or commitment voucher, including, but not limited to, a purchase order, contract, MPS statement of work, Maintenance Agreement, lease agreement, etc. used by a Purchasing Entity to order the Products and Services. 1.46 Participating Addendum — A bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any additional Participating Entity-specific language or other requirements (e.g., ordering procedures specific to the Participating Entity, entity-specific terms and conditions, etc.). 1.47 Participating Entity - A state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized to enter into a Participating Addendum, that has executed a Participating Addendum. 1.48 Participating State -A state that has executed a Participating Addendum or has indicated an intent to execute a Participating Addendum. 1.49 Power Filter - An electronic filter which is placed between an external power line and a Device for the purpose of removing frequencies or electromagnetic interference. 1.50 Preventative Maintenance - The servicing of a Device for the purpose of maintaining a satisfactory operating condition by providing systematic inspection, detection, and correction of failures either before they occur or before they develop into major defects. 1.51 Private Label - Devices that are manufactured by one company and sold under a retailer's brand name. 1.52 Production Device -A high-speed, high-quality printing Device that typically has advanced finishing functionality. 1.53 Product — Devices, Accessories, parts, software, and/or Supplies provided by Contractor pursuant to the Master Agreement. 1.54 Published Price—The price that is posted on the Manufacturer's website or in their pricing literature (e.g. not the Master Agreement contract price). 1.55 Purchasing Entity - A state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase. 1.56 Refurbished - A Device which has received extensive maintenance and/or minor repair, including the replacement of all standard parts subject to wear during the normal course of use. For the purpose of this RFP and resulting Master Agreement(s), Refurbished Device shall not have more than 750,000 original copies on it. In addition, Refurbished Device must only contain OEM parts. Refurbished Device must be certified by the Manufacturer. 1.57 Remanufactured - The process of disassembling Devices known to be worn or defective that can be reused or brought up to OEM specification by cleaning, repairing or replacing it in a manufacturing environment and then reassembling and testing it, so that it will RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 6 2570 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD operate like a new Device. Remanufactured Device must be certified by the Manufacturer. 1.58 Renewal Term - A lease term that supersedes the Initial Lease Term, and which a Purchasing Entity may enter into upon thirty (30) days prior written notice to Contractor. Each Renewal Term shall not exceed 12 months, the residual value of the Device, or the Useful Life of the Device. Capital Leases are excluded from going into renewal. 1.59 Response Time - The time from when the original Service Call is placed with the Contractor or Authorized Dealer, to when the Service technician arrives at the Purchasing Entity's location. 1.60 Scanner - A Device that scans documents and converts it into digital data. 1.61 Segment - The various speeds that Devices are categorized by. 1.62 Services — The labor required to be performed by Contractor pursuant to the Master Agreement or an Order. Services may include, but are not limited to, maintenance, MPS and software installation. 1.63 Service Base Location -The place of business where the Contractor or Authorized Dealer stores parts and provides training for service technicians. 1.64 Service Call -An on-site Service technician visit due to Device error or malfunction. 1.65 Single-function Printer - An inkjet or laser Device that only prints and is not capable of other functions such as copying, faxing or scanning. 1.66 Straight Lease - A type of agreement in which ownership is not an option and the Total Monthly Payment amount remains firm throughout the Initial Term. 1.67 Supplemental Documents — With the exception of software, end-user and click-wrap agreements, Contractor's Supplemental Documents are the only authorized documents under this Master Agreement and are attached hereto as Attachments. 1.68 Supplies - Consumable items that gets used up or are discarded once used, such as ink cartridges. 1.69 Third Party — A person or entity that may be directly involved, but is not a principal to an arrangement, contract, deal, lawsuit, or transaction. 1.70 Total Monthly Payment - The Device portion of the payment, as well as any Service, Supplies or maintenance, and less any applicable taxes. 1.71 Useful Life - Period during which a Device is expected to be usable for the purpose in which it was manufactured. II. Parties and Term of the Master Agreement 2.1 Parties. This Master Agreement is entered into by and between the State of Colorado, acting by and through the Department of Personnel & Administration, State Purchasing & Contracts Office (hereinafter called the "Lead State"), and Canon U.S.A., Inc. (hereinafter called "Contractor"), for the procurement of A3 MFD's, A4 MFD's, Production Equipment, Single-function Printers, Large/Wide Format Equipment, Scanners, Software, Consumable Supplies, Managed Print Services, Software Related Services (including cloud-based offerings and web-based fleet management tools), Standalone Production Devices, Industrial Print Equipment, and Specialty Printers as approved per this Master Agreement, for the benefit of Participating States, Entity's, and Purchasing Entities. The Contractor and the Lead State agree to the terms and conditions contained herein. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 7 2571 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 2.2 Initial Term. The initial term of this Master Agreement is for two (2) years, with an effective date of August 1, 2024. The term of this Master Agreement may be amended beyond the initial term for up to three (3) consecutive one (1) year additional terms, upon the mutual agreement of the Lead State and Contractor, by written Amendment. The total duration of the Master Agreement, including any extensions, shall not exceed five (5) years. 2.3 Amendment Limitations. The terms of this Master Agreement will not be waived, altered, modified, supplemented, or amended in any manner whatsoever without prior written agreement of the Lead State and Contractor. III. Order of Precedence 3.1 Order. This Master Agreement will consist of the following documents: 3.1.1 A Participating Entity's Participating Addendum ("PA"), 3.1.2 NASPO ValuePoint Master Agreement, including all Exhibits; 3.1.3 An Order issued against the Master Agreement; 3.1.4 The Solicitation, RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions; 3.1.5 Contractor's response to the Solicitation, as revised (if permitted) and accepted by the Lead State; and 3.1.6 Contractor's Supplemental Documents, which are included as Attachments. 3.2 Conflict. These documents will be read to be consistent and complementary. Any conflict among these documents will be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. 3.3 Participating Addenda. Participating Addenda will not be construed to diminish, modify, or otherwise derogate any provisions in this Master Agreement between the Lead State and Contractor. Participating Addenda will not include a term of agreement that exceeds the term of the Master Agreement, nor will it include Products and Services not awarded under the Master Agreement. IV. Participants and Scope 4.1 Requirement for a Participating Addendum. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. 4.2 Applicability of Master Agreement. NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum, subject to Section III. For the purposes of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 8 2572 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD Entity and Contractor, may be included in the ordering document (e.g., purchase order or contract) used by the Purchasing Entity to place the Order. 4.3 Authorized Use. Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating Entities is subject to applicable state law and the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official. 4.4 Obligated Entities. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Participating Entities incur no financial obligations on behalf of other Purchasing Entities. 4.5 Notice of Participating Addendum. Contractor shall email a fully executed PDF copy of each Participating Addendum to PaQnaspovalueolnteo.[g, to support documentation of participation and posting in appropriate databases. 4.6 Eligibility for a Participating Addendum. Eligible entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent of the Chief Procurement Official of the state where the entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists; the entity must ensure that they have the requisite procurement authority to execute a Participating Addendum. 4.7 Prohibition on Resale. Subject to any specific conditions included in the solicitation or Contractor's proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products purchased under this Master Agreement. Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity's laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property. 4.8 Individual Customers. Except as may otherwise be agreed to by the Purchasing Entity and Contractor, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement and as the Participating Entity has in the Participating Addendum, including but not limited to any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually. 4.9 Release of Information. Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 9 2573 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 4.10 No Representations. The Contractor shall not make any representations of NASPO ValuePoint, the Lead State, any Participating Entity, or any Purchasing Entity's opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. V. NASPO ValuePoint Provisions 5.1 Applicability. NASPO ValuePoint is not a party to the Master Agreement. The terms set forth in Section V are for the benefit of NASPO ValuePoint as a third-party beneficiary of this Master Agreement. 5.2 Administrative Fees 5.2.1 NASPO ValuePoint Fee. Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee must be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with a vendor's response to the Lead State's solicitation. 5.2.1.1 Contractor will report on all Usage Based Equipment sales, and on Usage Based or Life Cycle Service and Supply sales. This method will no longer require the Contractor to capture the actual Service and Supply revenues that are billed to the customer each month. 5.2.1.2 Industry research has shown close to a 1:1 ratio between sales price on a piece of Equipment and the actual amount of Service and Supply costs required to operate that Equipment over its Useful Life. Therefore, to simplify the reporting process and remove the burden to capture the actual Service and Supply costs, the Contractor may report as follows: 5.2.1.2.1 Purchased Equipment: Contractor shall report the actual amount invoiced (less any taxes) for all Equipment sold under the reporting period (calendar quarter). In addition, the Contractor shall report an additional amount equal to the invoice amount and identified as "Life Cycle Service and Supplies," or an actual amount and identified as "Usage Based Service and Supplies," providing the customer elects to enter into a Maintenance Agreement. Thus, in the Contractor's Detailed Sales Report, for each item sold, there will be two-line items: one for the piece of Equipment, and one for the Life Cycle or Usage Based Service and Supplies. The amount reflected for the Life Cycle Service and Supplies must be equal to the amount of the Equipment. 5.2.1.2.2 Leased Equipment: Contractor may report sales according to the Purchased Equipment methodology described above, or they may report the actual amount invoiced (less any taxes) for the lease during the reporting period (calendar quarter). In addition, the Contractor shall report an additional amount equal to the invoice amount and identified as "Life Cycle Service and Supplies," or an actual amount and identified as "Usage Based RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 10 2574 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD Service and Supplies." Thus, in the Contractor's Detailed Sales Report, for each item leased or rented, there will be two-line items: one for the invoice amount to the customer for the Equipment, and one for the Life Cycle or Usage Based Service and Supplies. The amount reflected for the Life Cycle Service and Supplies must be equal to the amount of the invoiced Equipment. 5.2.2 State Imposed Fees. Some states may require an additional fee be paid by Contractor directly to the state on purchases made by Purchasing Entities within that state. For all such requests, the fee rate or amount, payment method, and schedule for such reports and payments will be incorporated into the applicable Participating Addendum. Unless agreed to in writing by the state, Contractor may not adjust the Master Agreement pricing to include the state fee for purchases made by Purchasing Entities within the jurisdiction of the state. No such agreement will affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by Purchasing Entities outside the jurisdiction of the state requesting the additional fee. 5.3 NASPO ValuePoint Summary and Detailed Usage Reports 5.3.1 Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders under this Master Agreement for which Contractor has invoiced the ordering entity or individual, including Orders invoiced to Participating Entity or Purchasing Entity employees for personal use if such use is permitted by this Master Agreement and the applicable Participating Addendum ("Sales Data"). Timely and complete reporting of Sales Data is a material requirement of this Master Agreement. Reporting requirements, including those related to the format, contents, frequency, or delivery of reports, may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. NASPO ValuePoint shall have exclusive ownership of any media on which reports are submitted and shall have a perpetual, irrevocable, non-exclusive, royalty free, and transferable right to display, modify, copy, and otherwise use reports, data, and information provided under this section. 5.3.2 Summary Sales Data. "Summary Sales Data" is Sales Data reported as cumulative totals by state. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Summary Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor shall submit a zero-sales report. 5.3.3 Detailed Sales Data. "Detailed Sales Data" is Sales Data that includes for each Order all information required by the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. Detailed Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary Sales Data. 5.3.4 Sales Data Crosswalks. Upon request by NASPO ValuePoint, Contractor shall provide to NASPO ValuePoint tables of customer and Product information and RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 11 2575 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD specific attributes thereof for the purpose of standardizing and analyzing reported Sales Data ("Crosswalks"). Customer Crosswalks must include a list of existing and potential Purchasing Entities and identify for each the appropriate customer type as defined by NASPO ValuePoint. Product Crosswalks must include Contractor's part number or SKU for each Product in Contractor's catalog and identify for each the appropriate Master Agreement category (and subcategory, if applicable), manufacturer part number, product description, eight-digit UNSPSC Class Level commodity code, and (if applicable) EPEAT value and Energy Star rating. Crosswalk requirements and fields may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. Contractor shall work in good faith with NASPO ValuePoint to keep Crosswalks updated as Contractor's customer lists and product catalog change. 5.3.5 Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide NASPO ValuePoint with an executive summary that includes but is not limited to a list of states with an active Participating Addendum, states with which Contractor is in negotiations, and any Participating Addendum roll-out or implementation activities and issues. NASPO ValuePoint and Contractor will determine the format and content of the executive summary. 5.4 NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review 5.4.1 Staff Education. Contractor shall work cooperatively with NASPO ValuePoint personnel. Contractor shall present plans to NASPO ValuePoint for the education of Contractor's contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the master agreement and participating addendum process, and the manner in which eligible entities can participate in the Master Agreement. 5.4.2 Onboarding Plan. Upon request by NASPO ValuePoint, Contractor shall, as Participating Addendums are executed, provide plans to launch the program for the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor's website has been updated to properly reflect the scope and terms of the Master Agreement as available to the Participating Entity and eligible Purchasing Entities. 5.4.3 Annual Contract Performance Review. Contractor shall participate in an annual contract performance review with the Lead State and NASPO ValuePoint, which may at the discretion of the Lead State be held in person and which may include a discussion of marketing action plans, target strategies, marketing materials, Contractor reporting, and timeliness of payment of administration fees. 5.4.4 Use of NASPO ValuePoint Logo. The NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a separate logo use agreement is executed with NASPO ValuePoint. 5.4.5 Most Favored Customer. Contractor shall, within thirty (30) days of their effective date, notify the Lead State and NASPO ValuePoint of any contractual most- favored-customer provisions in third-party contracts or agreements that may affect the promotion of this Master Agreement or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this Master Agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 12 2576 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD shall provide a copy of any such provisions. 5.5 Cancellation. In consultation with NASPO ValuePoint, the Lead State may, in its discretion, cancel the Master Agreement or not exercise an option to renew, when utilization of Contractor's Master Agreement does not warrant further administration of the Master Agreement. The Lead State may also exercise its right to not renew the Master Agreement if the Contractor fails to record or report revenue for three consecutive quarters, upon 60- calendar day written notice to the Contractor. Cancellation based on nonuse or under- utilization will not occur sooner than [two years] after execution of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement or terminate for default subject to the terms herein. This subsection also does not limit any right of the Lead State to cancel the Master Agreement under applicable laws. 5.6 Canadian Participation. Subject to the approval of Contractor, any Canadian provincial government or provincially funded entity in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Quebec, or Saskatchewan, and territorial government or territorial government funded entity in the Northwest Territories, Nunavut, or Yukon, including municipalities, universities, community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and crown corporations, may be eligible to use Contractor's Master Agreement. 5.7 Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded Contractor shall enter into a direct contractual relationship with NASPO ValuePoint related to Contractor's obligations to NASPO ValuePoint under the terms of the Master Agreement, the terms of which shall be the same or similar (and not less favorable) than the terms set forth in the Master Agreement. VI. Pricing, Payment & Leasing 6.1 Pricing. The prices contained in this Master Agreement or offered under this Master Agreement represent the not-to-exceed ("ceiling") price to any Purchasing Entity. 6.1.1 MSRP/List Price discount percentages must be guaranteed throughout the term of the Master Agreement, including any renewal terms, however; Contractor may increase its discount percentage at any time. The Lead State must be notified of any such discount percentage increase, and provided with a copy of the new Price List(s). 6.1.2 With the exception of Group C and Sub-Group C1 and C2 Devices, pricing must include all shipping, delivery, and installation costs associated with the Products. Excess installation charges however, may be billable. Refer to section IV.E.5 of Exhibit A, Statement of Work, for more information. 6.1.3 Price Lists received after the 1st day of the new quarter may not be approved for up to thirty (30) days following submission. In addition, errors in Contractor Price Lists may delay the approval process further. 6.1.4 Contractor may update their lease rates once per quarter by providing the Lead State with documentation regarding said rate changes. Updates to lease rates will not be permitted until 8/1/2025. 6.1.5 Pricing shall remain firm during the first twelve (12) months of the Master Agreement (e.g. 8/1/2024 — 7/31/2025). Contractor may then update their pricing RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 13 2577 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD once per calendar year. All requested price increases must be sent to the Lead State and include documentation from Contractor which provides a detailed explanation for the increase. While there will not be any restrictions regarding direct and indirect cost increases, it will be at the Lead State's sole discretion to determine if the requested increase has a direct correlation to the Deliverables being offered under the Master Agreement. Price increases shall be allowed for all Products and all Services, including rate and fee structures on maintenance plans. 6.1.6 All approved Price Lists will be submitted by the Lead State to NASPO ValuePoint. Contractor shall then update all applicable websites with the new Price Lists after the NASPO ValuePoint website has been updated. Contractor is not permitted to send Price List updates directly to NASPO ValuePoint. 6.1.7 All inclusive Cost Per Copy (CPC) programs may be offered upon request by the Participating State or Entity, but pricing must not exceed Master Agreement pricing. Contractor must provide the Participating State or Entity with their pricing breakdown which enables the Participating State or Entity to easily compare the pricing in the CPC structure against the pricing in the Master Agreement. 6.1.8 Contractor may offer state-wide promotional discounts, customer location specific discounts, bulk discounts, or spot discounts. Contractor must notify the Participating State or Entity of special state-wide promotional discounts. 6.1.9 No retroactive adjustments to prices or rates will be allowed. 6.2 Payment. Unless otherwise agreed upon in a Participating Addendum or Order, Payment after Acceptance will be made within thirty (30) days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum or Order, or otherwise prescribed by applicable law. Payments will be remitted in the manner specified in the Participating Addendum or Order. Payments may be made via a purchasing card with no additional charge. 6.3 Leasing or Alternative Financing Methods. The procurement and other applicable laws of some Purchasing Entities may permit the use of leasing or alternative financing methods for the acquisition of Products under this Master Agreement. Exhibit A, Statement of Work, contains Leasing provisions; however, it shall be at the discretion of each Participating State or Entity to accept these terms, reject these terms, or further negotiate the terms with the Contractor, as long as those negotiations don't fall outside the original scope of the RFP or the Master Agreement. example:For The maximum lease term on Group A Devices is 60 months, Contractor is not permitted to offer a lease term in excess of this. VII. Ordering 7.1 Order Numbers. Purchase Order numbers must be clearly shown on all acknowledgments, packing slips, invoices, and on all correspondence. 7.2 Quotes. Purchasing Entities may define entity-specific or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an "as needed" basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity's rules and RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 14 2578 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost, and other factors considered. 7.3 Applicable Rules. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities' rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement. 7.4 Required Documentation. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity. 7.5 Term of Purchase. Orders may be placed consistent with the terms of this Master Agreement and applicable Participating Addendum during the term of the Master Agreement and Participating Addendum. 7.5.1 Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. 7.5.2 Notwithstanding the previous, Orders must also comply with the terms of the applicable Participating Addendum, which may further restrict the period during which Orders may be placed or delivered. 7.5.3 Financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available. 7.5.4 Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor shall perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration, cancellation, or termination of this Master Agreement, or in any manner inconsistent with this Master Agreement's terms. 7.5.5 Orders for any separate indefinite quantity, task order, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement. 7.6 Ordering and Invoicing Specifications. At the discretion of the Participating State or Entity, all Orders pursuant to this Master Agreement, may contain the following: 7.6.1 Name of Purchasing Entity; 7.6.2 The name, phone number, and address of Purchasing Entity representative; 7.6.3 Order date; 7.6.4 Description of the Product and/or Service ordered; 7.6.5 Model number; 7.6.6 Price; 7.6.7 The Master Agreement number; and 7.6.8 Any additional information required by the Participating State or Entity. 7.7 Contractor shall have the ability to accept procurement credit cards, and will not assess any additional charges or fees for processing payments via this method. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 15 2579 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 7.8 At the discretion of the Participating State or Entity, Contractor shall have the ability to provide a centralized billing option. 7.9 Authorized Dealers shall have the ability to invoice a Purchasing Entity directly, unless otherwise specified by a Participating State or Entity. 7.10 With the exception of drop-shipped items, Contractor and/or Authorized Dealers shall not issue an invoice until the Purchasing Entity has confirmed Acceptance, per Section IX. 7.11 Contractor and/or Authorized Dealers may charge the Purchasing Entity a re-stocking fee for any Products that are not accepted. The amount of the fee shall be the lesser of 10% of the purchase price, or$200.00, unless otherwise specified in a Participating Addendum. 7.12 Contractor and/or Authorized Dealers may estimate meter reads if a Purchasing Entity fails to submit the required information within the specified time-frame. 7.13 All software Orders shall reference the Manufacturer's most recent release or version of the Product, unless the Purchasing Entity specifically requests a different version. 7.14 Contractor, Third-Party leasing companies, and/or Authorized Dealers may bill property tax separately or as otherwise indicated in a Participating Addendum or an Order. 7.15 Contractor and/or Authorized Dealers shall have a process in place for resolving disputed invoices, including escalation procedures. In addition, Contractor and/or Authorized Dealers shall have a process in place for issuing refunds or credits due to invoicing errors, as well as over-payments and Product returns. 7.16 Internet-based Portal and Electronic Catalogs. If Contractor provides the ability to place an Order through an internet-based portal or electronic catalog, then Contractor shall maintain all necessary hardware, software, backup-capacity and network connections required to operate that internet-based portal or electronic catalog. In addition, Contractor shall adhere to the following requirements: 7.16.1 The internet-based portal or electronic catalog shall clearly designate that the Products are part of the NASPO ValuePoint Master Agreement, and shall link to the Participating State or Entity's designated web location; 7.16.2 All Environmentally Preferable Products (EPP) shall be clearly listed; 7.16.3 If Contractor's electronic catalog will either be hosted on or accessed through the Participating State's eCommerce system, then Contractor shall comply with all policies, procedures and directions from the Participating State or Entity in relation to hosting its catalog on or making its catalog accessible through that system; 7.16.4 All information made available through the Participating State or Entity's eCommerce system is accurate and complies with the Master Agreement and the Participating Addendum; and 7.16.5 Paper catalogs or other digital media catalogs must be supplied to the Participating State or Entity upon request. 7.17 Communication. All communications concerning administration of Orders placed must be furnished solely to the authorized purchasing agent within the Purchasing Entity's purchasing office, or to such other individual identified in writing in the Order. 7.18 Substitutions. If an ordered Product is out-of-stock, Contractor shall notify the Purchasing Entity and request approval before substituting for the out-of-stock item. Contractor's RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 16 2580 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD request to substitute shall explain how the substituted Product compares with the out-of- stock item. Any substitute Product offered must be on the Contractor's Master Agreement Price List. 7.19 Contract Provisions for Orders Utilizing Federal Funds. Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement. 7.20 Supplemental Documents. All Attachments to this Master Agreement have been reviewed and negotiated by the Lead State only to the extent that they comply with the terms and conditions of RFP-NP-23-001 as well as this Master Agreement. Participating States and Entities are still advised however, to review each Supplemental Document and negotiate the terms and conditions further with Contractor if necessary. It shall be at the discretion of Contractor and Purchasing Entity to determine which Supplemental Documents are appropriate for each Order type. With the exception of End User License Agreements (EULA's), clickwrap agreements, and any third party software agreements, which have not been reviewed or negotiated by the Lead State, nor are they attached to this Master Agreement, only the Supplemental Documents attached to this Master Agreement are permitted to be used for any Order placed. Vill. Shipping and Delivery 8.1 Shipping Terms. With the exception of Group C and Sub-Groups C1 and C2 Devices, all Products must be shipped F.O.B. destination, standard freight pre-paid by the Contractor, to the Purchasing Entity's specified location, unless otherwise indicated in a Participating Addendum. Group C and Sub-Groups C1 and C2 shipping charges shall be quoted to the Purchasing Entity prior to Order confirmation. 8.1.1 Notwithstanding the above, responsibility and liability for loss or damage will remain the Contractor's until the Purchasing Entity has taken possession of the Device, at which point responsibility will pass to the Purchasing Entity except as to latent defects, fraud, and Contractor's warranty obligations. 8.2 Available Products. Devices that are in-stock or otherwise not subject to supply-chain shortages or issues, shall be delivered within thirty (30) calendar days after receipt of Order, unless otherwise specified by the Purchasing Entity. 8.3 Required Updates. Contractor shall provide a minimum of semi-monthly updates to the Purchasing Entity regarding the status of all Devices that are, or will be expected to go, on backorder. 8.4 Software Installation. Software related to the Device must be installed within five (5) Business Days of the Device installation, or as otherwise stated in an Order. 8.5 Delivery Days and Receiving Hours. All deliveries shall be made during Normal Business Hours, which may vary for each Purchasing Entity of each Participating State. The Purchasing Entity shall not be responsible for any additional charges should the Contractor fail to observe specific delivery days and receiving hours. The delivery days and delivery hours shall be established by each individual Purchasing Entity upon Order placement. 8.6 Inside Deliveries. All deliveries, with the exception of drop-shipped or desktop Devices, RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 17 2581 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD shall be made to the interior location specified by the Purchasing Entity. Specific delivery instructions will be noted on the Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to immediately notify the Purchasing Entity placing the Order. 8.7 Packaging. Products shall be packaged and labeled so as to satisfy all legal and commercial requirements applicable for use by any Purchasing Entity, and shall include, without limitation and if applicable, OSHA material safety data sheets, and shall conform to all statements made on the label. Packages that cannot be clearly identified may be refused and/or returned at no cost to the Purchasing Entity. IX. Inspection and Acceptance 9.1 Laws and Regulations. Any and all Products offered and furnished must comply fully with all applicable Federal, State, and local laws and regulations. 9.2 Applicability. Unless otherwise specified in the Participating Addendum, or ordering document, the terms of this Section IX will apply. This section is not intended to limit rights and remedies under the applicable commercial code. 9.3 With the exception of drop-shipped Devices, Purchasing Entity shall confirm delivery, installation and Acceptance of all Devices covered by each purchase or lease Order, by signing a Delivery and Acceptance Certificate (D&A), as referenced in Exhibit B, Sample D&A Certificate, which shows Acceptance of the Device(s) and allows Contractor to invoice for the Device(s). 9.4 Purchasing Entity agrees to sign and return the D&A to Contractor (which, at mutual agreement, may be done electronically) within five (5) Business Days after any Device is installed, or as otherwise stated in a Participating Addendum. 9.5 Failure to sign the D&A or reject the Device(s) within the foregoing five (5) day period shall be deemed as Acceptance by the Purchasing Entity; however, it does not relieve the Contractor of liability for material (nonconformity that substantially impairs value) defects subsequently revealed when Devices are put to use. Acceptance of such Devices may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor shall be liable for any resulting expense incurred by the Purchasing Entity in relation to the preparation and shipping of Devices(s) rejected and returned, or for which Acceptance is revoked. 9.6 Inspection. All Devices are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement. 9.6.1 Devices that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when goods are put to use. 9.6.2 Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Device RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 18 2582 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD rejected and returned, or for which Acceptance is revoked. 9.7 Failure to Conform. If any Services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the Services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements and reduce the contract price to reflect the reduced value of Services performed. 9.8 Acceptance Testing. Purchasing Entity may establish a process, in keeping with industry standards, to ascertain whether the Device meets the standard of performance or specifications prior to Acceptance by the Purchasing Entity. 9.8.1 The Acceptance Testing period will be thirty (30) calendar days, unless otherwise specified, starting from the day after the Device is delivered or, if installed by Contractor, the day after the Device is installed and Contractor certifies that the Device is ready for Acceptance Testing. 9.8.2 If the Device does not meet the standard of performance or specifications during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. 9.8.3 Upon rejection, the Contractor will have thirty (30) calendar days to cure. If after the cure period, the Device still has not met the standard of performance or specifications, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the Order; (b) demand replacement Device from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. 9.8.4 Contractor shall pay all costs related to the preparation and shipping of Device returned pursuant to the section. 9.8.5 No Device will be deemed Accepted and no charges will be paid until the standard of performance or specification is met. X. Warranty 10.1 Applicability. Unless otherwise specified in the Master Agreement, Participating Addendum, or ordering document, the terms of this section X will apply. 10.2 The warranty period shall begin upon Acceptance of the Device, and shall be for a minimum of ninety (90) days for purchase and leased Devices. This warranty shall be extended to all Devices acquired under the Master Agreement, including Remanufactured and/or Refurbished Devices. 10.3 Devices that are sold under the resulting Master Agreement will come with the standard features as published on the Manufacturers website, and will not deviate from the stated specifications. 10.4 Devices shall be in good working order, free from any defects in material and workmanship, and fit for the ordinary purposes they are intended to serve. 10.5 If defects are identified, per mutual agreement of Contractor and the Purchasing Entity, Contractor obligations shall be limited solely to the repair or replacement of Devices proven to be defective upon inspection. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 19 2583 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 10.6 Replacement of Devices shall be on a like-for-like basis and shall be at no cost to the Purchasing Entity. 10.7 Repair of defective parts and/or Devices shall be at no cost to the Purchasing Entity. 10.8 Upon significant failure of a Device, the warranty period shall commence again for a minimum of ninety (90) days. Significant failure shall be determined by the Participating State. 10.9 Contractor warranty obligations shall not apply if: 10.9.1 The Device is installed, wired, modified, altered, or serviced by anyone other than Contractor and/or their Authorized Dealer; 10.9.2 If a defective or non-authorized Accessory, Supply, software, or part is attached to, or used in the Device; and 10.9.3 The Device is relocated to any place where Contractor Services are not available. 10.10 Contractor agrees to perform its Services in a professional manner, consistent with applicable industry standards. 10.11 It will be at the discretion of each Participating State or Entity to negotiate additional warranty requirements with the Contractor. 10.12 Lemon Clause 10.12.1 This clause shall apply to all Devices that are purchased, leased, or rented under the Contractor's Master Agreement. 10.12.2 This clause shall not apply if (a) Supplies or parts are used in the Devices that were not manufactured, provided, or authorized by the Contractor, (b) Service was provided by someone other than Contractor or their Authorized Dealer, or (c) The Device has been subject to abuse or neglect by Purchasing Entity. 10.12.3 The application period is thirty-six (36) months from the date of Acceptance. 10.12.4 This clause shall take precedence over any other warranty or Services clauses associated with the Contractor's Master Agreement, or as specified by a Participating State or Entity in their Participating Addendum. 10.12.5 A Purchasing Entity must maintain an uninterrupted Maintenance Agreement on all purchased Devices in order for this clause to apply past the initial ninety (90) day warranty. 10.12.6 Any Device that fails (except due to operator error) to function in accordance with the Manufacturer's published performance specifications, four(4)times in any four (4) week period and/or is subject to recurring related problems, shall be replaced with a like-for-like Device (i.e. similar usage, remaining useful life, etc.) that meets or exceeds the requirements of the original Device, at no cost to the Purchasing Entity. 10.13 Rights Reserved. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys' fees and costs. XI. Equipment Title RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 20 2584 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 11.1 Conveyance of Title. Contractor shall have exclusive title to the Devices being delivered and the Devices shall be free and clear of all liens, encumbrances, and security interests. Title to the Device shall only pass to the Purchasing Entity upon: 11.1.1 Purchasing Entity up-front purchase of the Device; 11.1.2 Purchasing Entity exercising the purchase option at the end of an FMV Lease; 11.1.3 Expiration of a Purchasing Entity's Capital Lease; or 11.1.4 Purchasing Entity has secured Third Party financing and payment is being made directly to the Contractor by the Purchasing Entity. 11.2 Embedded Software. Transfer of title to the Device must include an irrevocable and perpetual license to use any Embedded Software in the Device. If Purchasing Entity subsequently transfers title of the Device to another entity, Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Device title. A subsequent transfer of this software license will be at no additional cost or charge to either Purchasing Entity or Purchasing Entity's transferee. 11.3 License of Pre-Existing Intellectual Property. Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate, reproduce, transfer with any sale of tangible media or Product, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it ("Pre-existing Intellectual Property"). The Contractor shall be responsible for ensuring that this license is consistent with any third-party rights in the Pre-existing Intellectual Property. XII. Indemnification 12.1 General Indemnification. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees, from and against third-party claims, damages or causes of action including reasonable attorneys' fees and related costs for any death, injury, or damage to tangible property arising from any act, error, or omission of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to performance under this Master Agreement. 12.2 Intellectual Property Indemnification. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, Purchasing Entities, along with their officers and employees ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys' fees and related costs arising out of the claim that the Product or its use infringes Intellectual Property rights of another person or entity ("Intellectual Property Claim"). 12.2.1 The Contractor's obligations under this section will not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is: 12.2.1.1 provided by the Contractor or the Contractor's subsidiaries or affiliates; 12.2.1.2 specified by the Contractor to work with the Product; 12.2.1.3 reasonably required to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 21 2585 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD the same function, or; 12.2.1.4 reasonably expected to be used in combination with the Product, system or method. 12.2.2 The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of the Intellectual Property Claim. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. 12.2.3 The Indemnified Party shall furnish, at the Contractor's reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of the Intellectual Property Claim and the Contractor shall be liable for all costs and expenses, including reasonable attorneys' fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. 12.2.4 Unless otherwise set forth herein, Section 12.2 is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement. XIII. Insurance 13.1 Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of Best's Reports. Failure to buy and/or maintain the required insurance may result in this Master Agreement's termination or, at a Participating Entity's option, result in termination of its Participating Addendum. 13.2 Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, for each of the following categories. Contractor assumes responsibility for the payment of any deductible on the below policies. 13.2.1 Commercial General Liability covering premises operations, Independent Contractors, Products and completed operations, contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence, $2 million general aggregate, $2 million Products and completed operations aggregate and $50,000 and any one fire. These limits may be satisfied through a combination of primary and Umbrella/Excess. Canon will use its umbrella policy to satisfy claims in excess of the $2,000,000 aggregate. 13.2.2 Cyber Liability covering claims and losses with respect to network, internet (Cloud) or other data disclosure risks (such as data breaches, releases of Confidential Information, unauthorized access/use of information, and identity RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 22 2586 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD theft) with minimum limits of not less than $1,000,000 per claim and $2,000,000 aggregate. 13.2.3 Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements. 13.2.4 Automobile Liability covering any auto (including owned, hired and non- owned), with a minimum limit of$1,000,000 each accident combined single limit. 13.3 Contractor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that the insurer not revoke them until thirty (30) calendar days after notice of intended revocation thereof shall have been given to Purchasing Entity and Participating Entity by the Contractor. 13.4 Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the Contractor's general liability insurance policy or other documentary evidence acceptable to the Lead State that: 13.4.1 Names and/or includes the Participating States identified in the Request for Proposal as additional insured's, and; 13.4.2 Provides that the Contractor's liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, the Participating Entity's rights and Contractor's obligations are the same as those specified in the first sentence of this subsection. Before performance of any Purchase Order issued after execution of a Participating Addendum authorizing it, the Contractor shall provide to a Purchasing Entity or Participating Entity who requests it the same information described in this subsection. 13.5 Contractor shall furnish to the Lead State, Participating Entity, and, on request, the Purchasing Entity copies of certificates of all required insurance within seven (7) calendar days of the execution of this Master Agreement, the execution of a Participating Addendum, or the Order's effective date and prior to performing any work. The insurance certificate shall provide the following information: the name and address of the insured; name, address, telephone number and signature of the authorized agent; name of the insurance company(authorized to operate in all states); a description of coverage in detailed standard terminology (including policy period, policy number, limits of liability, and endorsements). Copies of renewal certificates of all required insurance shall be furnished within fifteen (15) days after any renewal date. These certificates of insurance must expressly indicate compliance with each insurance requirement specified in this section. Failure to provide evidence of coverage may, at sole option of the Lead State, or any Participating Entity, result in this Master Agreement's termination or the termination of any Participating Addendum. 13.6 Coverage and limits shall not limit Contractor's liability and obligations under this Master Agreement, any Participating Addendum, or any Order. 13.7 Notice of Cancellation. Contractor shall pay premiums on all insurance policies. Contractor shall provide notice to a Participating Entity who is a state within five (5) business days after Contractor is first aware of expiration, cancellation or nonrenewal of such policy, or is first aware that cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur. 13.8 Participating Entities. Contractor shall provide to Participating States and Participating RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 23 2587 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD Entities the same insurance obligations and documentation as those specified in Section XIII, except the endorsement is provided to the applicable Participating State or Participating Entity. 13.9 Furnishing of Certificates. Contractor shall furnish to the Lead State copies of certificates of all required insurance in a form sufficient to show required coverage within thirty (30) calendar days of the execution of this Master Agreement and prior to performing any work. Copies of renewal certificates of all required insurance will be furnished within thirty (30) days after any renewal date to the applicable state Participating Entity. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement's termination or the termination of any Participating Addendum. 13.10 Disclaimer. Insurance coverage and limits will not limit Contractor's liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order. XIV. General Provisions 14.1 Records Administration and Audit 14.1.1 The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as will adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right will survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Master Agreement, whichever is later, or such longer period as is required by the Purchasing Entity's state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. 14.1.2 Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor's records. 14.1.3 The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement that requires the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations. 14.2 Confidentiality, Non-Disclosure, and Injunctive Relief 14.2.1 Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity's clients. 14.2.1.1 Any and all information of any form that is marked as confidential or RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 24 2588 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including but not necessarily limited to (1) any Purchasing Entity's records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity ("Confidential Information"). 14.2.1.2 Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. 14.2.1.3 Confidential Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity; or (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information. 14.2.2 Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement. 14.2.2.1 Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. 14.2.2.2 Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. 14.2.2.3 Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity's request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 25 2589 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 14.2.2.4 Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits, and evidence of the performance of this Master Agreement. 14.2.3 Injunctive Relief. Contractor acknowledges that Contractor's breach of Section 14.2 would cause irreparable injury to the Purchasing Entity that cannot be adequately compensated in monetary damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content. 14.2.4 Purchasing Entity Law. These provisions will be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity. 14.2.5 NASPO ValuePoint. The rights granted to Purchasing Entities and Contractor's obligations under this section will also extend to NASPO ValuePoint's Confidential Information, including but not limited to Participating Addenda, Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line-item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to this Master Agreement. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection. 14.2.6 Public Information. This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State's public information laws. 14.3 Assignment/Subcontracts 14.3.1 Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State. 14.3.2 The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties, to NASPO ValuePoint and other third parties. 14.4 Changes in Contractor Representation. The Contractor must, within ten (10) calendar days, notify the Lead State in writing of any changes in the Contractor's key administrative personnel managing the Master Agreement. The Lead State reserves the right to approve or reject changes in key personnel, as identified in the Contractor's proposal. The Contractor shall propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor's proposal. 14.5 Independent Contractor. Contractor is an independent contractor. Contractor has no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and shall not to hold itself out as agent except as expressly set forth herein or as expressly set forth in an applicable Participating Addendum or Order. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 26 2590 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 14.6 Cancellation. Unless otherwise set forth herein, this Master Agreement may be canceled by either party upon sixty (60) days' written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon thirty (30) days' written notice, unless otherwise limited or stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision will not affect the rights and obligations attending Orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit. Cancellation of the Master Agreement due to Contractor default may be immediate. 14.7 Force Majeure. Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, acts of war which are beyond that party's reasonable control, pandemics, or epidemics that would negatively impact supply chain distribution. The Lead State may terminate this Master Agreement upon determining such delay or default will reasonably prevent successful performance of the Master Agreement. This clause does not absolve Purchasing Entity of their payment obligations for goods or services received. Past due account charges will not accrue until the conclusion of the Force Majeure event, at which point Contractor shall also be expected to resume their Service obligations. 14.8 Defaults and Remedies 14.8.1 The occurrence of any of the following events will be an event of default under this Master Agreement: 14.8.1.1 Nonperformance of contractual requirements; 14.8.1.2 A material breach of any term or condition of this Master Agreement; 14.8.1.3 Any certification, representation or warranty by Contractor in response to the solicitation or in this Master Agreement that proves to be untrue or materially misleading; 14.8.1.4 Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or 14.8.1.5 Any default specified in another section of this Master Agreement. 14.8.2 Upon the occurrence of an event of default, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of thirty (30) calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure will not diminish or eliminate Contractor's liability for damages, including liquidated damages to the extent provided for under this Master Agreement. 14.8.3 If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 27 2591 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies: 14.8.3.1 Any remedy provided by law; 14.8.3.2 Termination of this Master Agreement and any related Contracts or portions thereof; 14.8.3.3 Assessment of liquidated damages as provided in this Master Agreement; 14.8.3.4 Suspension of Contractor from being able to respond to future bid solicitations; 14.8.3.5 Suspension of Contractor's performance; and 14.8.3.6 Withholding of payment until the default is remedied. 14.8.4 Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in an Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions will be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. 14.9 Waiver of Breach. Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies will not operate as a waiver under this Master Agreement, any Participating Addendum, or any Purchase Order. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order will not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, any Participating Addendum, or any Purchase Order. 14.10 Debarment. The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in public procurement or contracting by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State. 14.11 No Waiver of Sovereign Immunity 14.11.1 In no event will this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 28 2592 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD otherwise, from any claim or from the jurisdiction of any court. 14.11.2 This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state's sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States. 14.12 Governing Law and Venue 14.12.1 The laws of the Lead State shall govern the construction and effect of this Master Agreement. Venue for any administrative or judicial action relating to this Master Agreement shall be in the City and County of Denver, Colorado. 14.12.2 The construction and effect of any Participating Addendum or Order against this Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity's or Purchasing Entity's State. 14.12.3 If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): The Lead State for claims relating to the procurement, evaluation, award, or Contract performance or administration if the Lead State is a party; the Participating State if a named party; the Participating Entity state if a named party; or the Purchasing Entity state if a named party. 14.13 Assignment of Antitrust Rights. Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action. 14.14 Survivability. Unless otherwise explicitly set forth in a Participating Addendum or Order, the terms of this Master Agreement as they apply to the Contractor, Participating Entities, and Purchasing Entities, including but not limited to pricing and the reporting of sales and payment of administrative fees to NASPO ValuePoint, shall survive expiration of this Master Agreement and shall continue to apply to all Participating Addenda and Orders until the expiration thereof. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 29 2593 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD SIGNATURE PAGE THE PARTIES HERETO HAVE EXECUTED THIS MASTER AGREEMENT "Individual signing for Contractor hereby swears and affirms that they are authorized to act on Contractor's behalf and acknowledge that the Lead State is relying on their representations to that effect. CONTRACTOR STATE OF COLORADO Canon U.S.A., Inc. Jared S. Polis, Governor Sam Yoshida Department of Personnel &Administration By: State Purchasing & Contracts Office Title: EVP & GM Tony Gherardini, Executive Director DocuSigned by: DocuSigned by: By: By. igna ure John Chapmar%Tta eu chasing Manager Date: 11/28/2023 Date: 11/30/2023 ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS§24-30-202 requires the State Controller to approve all State Contracts. This Master Agreement is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such performance or for any Goods and/or Services provided hereunder. STATE CONTROLLER Robert Jar A, JD By: Date: 11/30/2023 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 30 2594 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD EXHIBIT A— STATEMENT OF WORK I. Product Overview A. Contractor is authorized to provide Products and Services in the following Groups and Sub- Groups: 1. Primary Products and Services: Group Products and Services A A3 M F D — OEM only B A4 MFD — OEM and Non-OEM C Production Equipment — OEM and Non-OEM D Single-function Printers — OEM and Non-OEM E Large/Wide Format Equipment — OEM and Non-OEM F Scanners — OEM and Non-OEM G Software — OEM and Non-OEM H Supplies (consumable) — OEM and Non-OEM Managed Print Services 2. Ancillary Products and Services: Sub- Products and Services Group G1 Software Related Services C1 Standalone Production Devices (cutters, sorters, binders) — OEM and Non-OEM C2 Industrial Print Equipment— OEM and Non-OEM D1 Specialty Printers (3D, receipt, barcode label, card, cable) — OEM and Non-OEM B. Contractor may not provide Products that have not been approved by the Lead State, with the exception of NSP items, as referenced in section II.B.3. C. Contractor may only offer Devices that meet the minimum requirements as outlined in section II.A. D. Any Products added to the Master Agreement throughout the term of the Contract must be discounted according to the proposed discount for the appropriate Segment or as specified in section II.A.4. E. Contractor may provide MPS under any Group they offer under this Contract. However, MPS may not be provided on any Devices that are being leased or rented to a Purchasing Entity by another Manufacturer, unless Contractor has a written agreement with the Manufacturer to do so. F. Contractor may add, remove or modify Products and Services on their Price Lists once per RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 31 2595 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD calendar month, beginning in September 2024. Modifications do NOT include price increases. Refer to section 6.1 of the Master Agreement Terms and Conditions for information regarding pricing. G. Any Device additions must be updated with Buyer's Lab within ninety (90) days of submission to the Lead State. Failure to adhere to this requirement will result in the Device(s) being removed from the Master Agreement Price List(s) until such time they can be verified on Buyer's Lab. In addition, if a Device is acquired by a Purchasing Entity that is not listed on Buyer's Lab within 90 days of it being added to the Price List, then Contractor shall remove the Device from the Purchasing Entity location and substitute it with a Device of equal or greater value, at no charge to the Purchasing Entity. This substituted Device must be on the Price List, AND listed on Buyer's Lab. II. Master Agreement Deliverables A. Primary Product and Service Offerings 1. Group Categories. Segments shall be utilized to distinguish the various speeds of the Devices within Groups. The speeds are denoted in Page per Minute (PPM). The Segments for each Group are as follows: Group A— MFD, A3 Segment PPM 2 20 - 30 3 31 —40 4 41 — 50 5 51 —60 6 61 — 70 7 71 — 90 Group B — MFD, A4 Segment PPM 1 Up to20 2 21 - 30 3 31 - 40 4 41 - 50 5 51 - 60 6 61+ Group C — Production Equipment Segment PPM 1 65 - 79 2 80 — 89 3 90 - 110 4 111 — 130 5 131+ RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 32 2596 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD Group D — Single-function Printers Segment PPM 1 Up to20 2 21 —40 3 41 —60 4 61+ Group E — Large/Wide Format Equipment Segment Al or D Size Width — Width - Industry PPM* Office Low 0 -3 24" —44" 46" and higher Medium Low 4 - 9 24" —44" 46" and higher Medium High 10 - 19 24" —44" 46" and higher High 20+ 24" —44" 46" and higher *Speeds denoted above are based on b&w output Group F - Scanners Segment PPM 1 10 -29 2 30 —49 3 50 —69 4 70 - 89 5 90 - 110 6 111 — 130 7 131+ 2. Device Configurations. Devices must be equipped, at a minimum, with the following Accessories/capabilities: 2.1 Group A— MFD, A3 a. New power filter; b. Duplex for Segment 3 and above; c. Standard paper drawer(s) equal to or greater than: i) One (1) paper supply for Segment 2; ii) Two (2) paper drawers for Segments 3 and 4; and/or iii) 2,000 sheet paper capacity for Segments 5 and above. iv) Paper size capacity up to 11" x 17"; and v) Bypass paper supply, if applicable for Segment. 2.2 Group B— MFD, A4 a. New power filter; b. Bypass paper supply; RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 33 2597 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD c. Standard paper drawer(s) equal to or greater than: i) One (1) paper supply for Segments 1 and 2; ii) Two (2) paper drawers for Segments 3 and 4; and/or iii) 1,000 sheet capacity for Segments 5 and above. d. Paper size capacity up to 8 1/2" x 14"; and e. Envelope adjustment capability. 2.3 Group C— Production Equipment a. New power filter; b. Standard paper drawer(s); c. Standard paper capacity; d. Duplex; and e. Network connectivity. 2.4 Group D— Single-function Printers a. Must include an inkjet, light emitting diode (LED), or laser print engine; b. Standard paper drawer(s); c. Standard paper capacity; and d. Network connectivity. 2.5 Group E — LargeMide Format Equipment a. Hard-Disk drive; b. Network connectivity; c. Touch screen control panel; and d. Automatic Media Selection — a built-on sensor detects the size of the original and the proper media size is then selected. 2.6 Group F — Scanners a. Charge-Coupled Device (CCD) or Contact Image Sensor (CIS); b. Automatic Document Feeder (ADF); c. Letter or legal paper size capacity; d. Color depth of at least 24 bytes; and e. Single pass duplex scan. 3. Device Standards. Devices must meet the following requirements: 3.1 Group A Base Units are OEM only. 3.2 Group A and Group B must be EPEAT registered to a minimum of Bronze Standard within one (1) year of being added to the Master Agreement Price List. 3.3 Group D must be Energy Star compliant or EPEAT registered to a minimum of RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 34 2598 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD Bronze Standard within one (1) year of being added to the Master Agreement Price List. 3.4 Group E must be Energy Star compliant and registered within one (1) year of being added to the Master Agreement Price List. 3.5 If Contractor Devices fail to meet the EPEAT Bronze Standard, or be Energy Star compliant (applicable to Group D and E Devices only)within one (1) year, then they will be removed from the Price List. If said Devices have already been placed at a Purchasing Entity's location, then Contractor must replace the Devices with a comparable, qualified model, at no cost to the Purchasing Entity. 3.6 All Devices must be Newly Manufactured, current, Remanufactured, or Refurbished, except as specified in a Participating Addendum. Discontinued Devices are not permitted to be offered under the Master Agreement. 3.7 Devices, when installed, and if available, must be set-up to receive automatic software updates and patches. 3.8 Device specifications must be published on the Contractor website. 3.9 MSRP must not exceed what is listed with Buyers Laboratory Inc., or List Price must not exceed what is published on the Manufacturer's website. 3.10 Devices must maintain a PPM speed, according to Segment classification. 3.11 Devices must be compatible with using recycled paper, up to and including, 100% Post-Consumer Waste (PCW) paper. Contractor may not fault the use of recycled paper for Device failures, as long as the recycled paper in use meets the standard paper specifications (e.g., multi-purpose, copy, or laser paper). 4. Device Exceptions 4.1 Group B, Group C, Sub-Group C1, Sub-Group C2, Group D, Sub-Group D1, Group E, and Group F will not be restricted to OEM, and do not have to be Private Labeled. 4.2 Group C, Sub-Group C1, Sub-Group C2, and Group F are not required to be EPEAT registered or Energy Star compliant. 4.3 Digital Duplicators may be offered by Contractor under Group A, and must be priced based on the minimum discount offered in the Segment to which they most closely relate. 4.4 Under Group E, Contractor may offer Large/Wide Format Equipment that accommodates all paper sizes. Pricing shall be based on the discount offered for the Segment in which the Device belongs. 5. Accessories 5.1 Contractor shall provide OEM and/or Third Party compatible Accessories that compliment or enhance the features of the Device. 5.2 Contractor may also maintain a separate price list for Accessories for Base Units RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 35 2599 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD that have been discontinued. The pricing must be based on the same discount offered, per the `Discount from MSRP' tab, on the applicable Group Price List. 5.3 Purchasing Entities may add Accessories to Devices that have been purchased, leased or rented under prior NASPO ValuePoint Master Agreements, as well as via any other means. If the Device is currently being leased or rented, Purchasing Entity must obtain Contractor approval to add Accessories. Purchasing Entities shall also be advised that obtaining Accessories from a Third Party and not the Contractor or their Dealer may void certain warranty or maintenance agreement provisions. 6. Remanufactured and Refurbished Equipment 6.1 Contractor may offer Remanufactured and/or Refurbished Equipment under any Group. 6.2 Remanufactured and Refurbished Equipment is not required to be EPEAT registered or Energy Star compliant. 6.3 Equipment can be acquired via a purchase or lease agreement. 6.4 Contractor must notify the Purchasing Entity in writing, when Remanufactured or Refurbished Equipment is being offered. 6.5 All Remanufactured or Refurbished Equipment must be clearly labeled as such, and must be certified by the Manufacturer. 6.6 Remanufactured Equipment must be priced according to the minimum discount offered for similar Equipment in the same Group and Segment of the resulting Master Agreement. 6.7 Refurbished Equipment shall be offered at a minimum discount of 10% less than the lowest priced Device of the Group and Segment to which the Refurbished Equipment belongs. 6.8 Service and Supplies for Remanufactured and Refurbished Equipment will receive the same pricing as the Published Price for the Group and Segment to which it belongs. 7. Group G - Software 7.1 May be provided by Contractor to enhance the capabilities of the Devices, or may be provided as a standalone option on any owned, leased or rented Device. 7.2 Software pricing for unique designs or complex configurations will be quoted on a case by case basis. 7.3 Contractor may provide OEM and/or Third Party software. 7.4 All software drivers shall be, at a minimum, Windows 10 compliant, and all Devices must have universal software drivers. 7.5 Purchasing Entities that acquire software shall be subject to the license agreements distributed with such software, provided such terms do not contradict RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 36 2600 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD the language in the Master Agreement, and unless otherwise stated in a Participating Addendum. 7.6 Software Subscriptions a. Software pricing shall be inclusive of available software patches and any updates. b. Purchasing Entities shall have the option to finance software subscriptions by utilizing the proposed lease rates. c. Any new releases of software versions (upgrades) shall be chargeable to the Purchasing Entity; however, Contractor may not charge for the installation of the software upgrade, unless installation is excessive, and charges are agreed to by Purchasing Entity. d. License fees and support fees shall remain firm throughout the term of the agreement. e. Software subscriptions shall not be subject to automatic renewals, unless otherwise agreed to in an Order. f. Contractor shall be responsible for communicating all updates, patches, and new releases/versions to Purchasing Entities. g. Contractor shall provide a web-based or toll-free hotline during Normal Business Hours for Purchasing Entities to report software problems or answer software related questions. 8. Group H — Supplies (consumable) 8.1 Contractor may offer OEM or compatible Ink and Roll paper for Group E Devices. The Ink and/or paper may be purchased as standalone items, and will not be included as part of a Maintenance Agreement, nor will it be wrapped into the Total Monthly Payment on a lease agreement. 8.2 Contractor may offer OEM or compatible consumable Supplies for Groups A, B, C, D and F, as well as Sub-Groups C1, C2 and D1 . These Supplies may be purchased as standalone items or included as part of a Maintenance Agreement. Under no circumstances may the Supplies, regardless of quantity, be financed, unless they are start-up Supplies. All compatible Supplies must meet OEM standards for performance and quality. The Supplies that may be offered are: a. Toner; b. Staples; c. Ink; d. Print Cartridges; e. Imaging Drums; f. Fuser Kits; g. Cleaning Kits; h. Transfer Kits; RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 37 2601 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD i. Waste Toner Bottles; j. Fuser Oil; k. Ozone Filters; I. Ribbon; m. Developer; n. Rollers and Pads; and o. Maintenance Kits. 8.3 Toner must be free of carcinogenic, mutagenic, or teratogenic substances, and should avoid petroleum inks and inks with high volatile compounds. Toner cartridges should also be remanufactured, contain recycled content, or be bio- based. 8.4 Contractor shall provide the Purchasing Entity with a method to return the empty toner cartridges at no additional charge. 9. Service Offerings 9.1 Group I - Managed Print Services a. The main components of an MPS engagement are needs assessment, selective or general replacement of Devices, and the Service, parts and Supplies needed to operate the new and/or existing Devices, including existing Third Party Devices as owned by the Purchasing Entity. The Contractor tracks how the Device fleet is being used, the problems associated with that use, and customer satisfaction in regards to meeting statement of work objectives. b. In addition to the ongoing monitoring and management of a fleet of Devices, Contractor must also offer project implementation Services, and customer help-desk support and training. c. Contractor may also offer hourly Services for consulting purposes, project management, change management plans, and other staffed Services which meet customer needs such as to operate copy centers or complete back file scanning projects. d. MPS may also include enterprise content management Services and workflow optimization components, such as scanning and document capture solutions, developing custom applications for smart MFDs that automate paper-intensive document workflows and route scanned pages to document management systems. It can also be extended to include the restructuring of document workflows. Some MPS engagements may be designed to improve document security or to reduce print volumes and power consumption for environmental reasons. e. All MPS engagements shall require the Contractor and Purchasing Entity to complete a detailed statement of work, similar to the format referenced in Exhibit E, Sample MPS Statement of Work, and it must be approved by RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 38 2602 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD both parties prior to the initiation of any engagement. f. Any MPS engagement shall include the following: i) Free Initial Assessment (includes, but is not limited to: document workflow; identification of Service, Supplies, and parts; current output; total cost of ownership; employee to Device ratio; preliminary estimated cost savings); ii) Implementation (e.g. plan development; hardware and software installation and set-up); iii) Remote Device Monitoring (e.g. job accounting; automated meter reads; automated toner replenishment); iv) End-user Support (e.g. training; Help Desk); and v) Account management (e.g. reporting; invoicing; customer business reviews). g. The MPS engagement may include, but is not limited to, the following: i) Professional Services (e.g. consulting; project management; record management; network and data security; document workflow consulting; document scanning; back-file conversion; mail-room Services); ii) Cost-based Assessment (e.g. asset mapping; end-user survey; detailed recommendation; analysis and plan design); iii) Change Management; iv) Maintenance (e.g. Preventative Maintenance; Service and repair; on- site break/fix; parts management; warranty management); v) Ongoing Fleet Management and Optimization (e.g. consumable spend; continual assessments; green initiatives; add/move/change Services; disaster recovery). vi) Software and Cloud Solutions (e.g. mobile print, pull-print, enterprise content management; automated workflow; capture and route; security); and vii) Cartridge Recycling. h. The free initial assessment shall not constitute a commitment on behalf of the Purchasing Entity. Upon request from a Purchasing Entity, Contractor must provide the assessment with the understanding that the Purchasing Entity is under no obligation to enter into an MPS engagement. i. MPS pricing and billing options shall be flexible and the Purchasing Entity will drive the complexity of the solution required with a staged approach to implementation. 9.2 Maintenance Agreements. No Maintenance Agreement shall be subject to automatic renewals. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 39 2603 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD a. Pricing i) Pricing must include a zero base, cost per click rate for b&w and/or color for Groups A, B, C and D. ii) Pricing for a monthly base charge, a set copy allowance and an overage rate for b&w and/or color may also be provided. iii) Pricing for a monthly base charge, a set copy allowance, an overage rate for b&w and/or color, and Supplies may also be provided. iv) Flat Rate Fee pricing must be provided that includes all parts, labor, Preventative Maintenance, and Service Calls for Groups A, B, C and D. Supplies may or may not be included. v) Pricing for ALL Groups may also be provided that includes all parts, labor, Preventative Maintenance (if applicable), and Service Calls, but excludes Supplies. vi) Paper and ink for Group E Devices shall not be included as part of the Service and Supply pricing. vii) Contractor may increase their Service and Supply pricing to include staples (if applicable to the Device). viii) Contractor may provide a flat rate fee without staples, and a flat rate fee with staples. All flat rate fees shall allow for an annual increase of up to 5%. ix) Contractor may charge flat rate fees for Services performed on any Accessories. x) Service Calls due to misuse, neglect or abuse shall not be covered by the Maintenance Agreement, and Contractor and Authorized Dealers may bill the Purchasing Entity at an hourly rate for Services rendered. xi) 11"x17" impressions may be counted as one (1) click or two (2) clicks on Group A and C Devices. xii) Contractor may offer a one (1) click rate that encompasses all paper sizes for Group C Devices. xiii) A two-sided document shall be counted as two (2) clicks. xiv) Contractor must not charge for scans on any MFD. b. Initial Term i) Pricing shall remain firm for the initial term of the Maintenance Agreement (e.g. 12, 24, 36 months etc.). Upon renewal of the Maintenance Agreement, Contractor may adjust the pricing, as long as the pricing does not exceed Master Agreement rates. ii) For leased Devices, the total Maintenance Agreement term shall be equal to the term of the lease (e.g. 24, 36, 48 months etc.). iii) For purchased Devices, the initial term is determined by the Purchasing Entity, as long as it does not exceed 60 months. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 40 2604 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD c. Renewal Term If a Purchasing Entity wishes to renew a Maintenance Agreement for Devices that were acquired under prior Master Agreement (RFP-NP-18-001) or Master Agreement (3091), then section ILA (9.2)(h) shall apply. d. Blended Rates i) Contractor must have the ability to blend the Service and Supply costs over a large Device fleet, and the Blended Rate must cover all units in the fleet. ii) The Blended Rate must be divided between b&w and color. iii) Contractor shall provide the Purchasing Entity with the Blended Rate calculation prior to Order placement. iv) Utilizing a Blended Rate shall be at the discretion of the Participating State or Entity, and/or the Purchasing Entity. e. Manual Meter Reads i) Contractor must have an electronic method for collecting meter reads from a Purchasing Entity. ii) Meter reads may be submitted via the Contractor's online portal, or through email, or facsimile. iii) A Participating State or Entity may also elect, at their discretion, to submit meter reads through the Device. f. Customer Owned Devices i) Purchasing Entities may elect to enter into a Maintenance Agreement for Devices they already own, or Devices they acquire through an up- front purchase. ii) The Maintenance Agreement may be priced on a flat rate fee, which shall include parts, labor, Preventative Maintenance (if applicable) and Service calls. Supplies may or may not be included. g. Leased Devices i) Contractor shall be required to provide a Maintenance Agreement on all Devices that are leased by a Purchasing Entity. ii) The Maintenance Agreement shall be priced based on a cost per click rate, or a monthly base charge. h. Legacy Devices i) Upon request from the Purchasing Entity, Contractor may provide a Maintenance Agreement on any Device that is owned or was leased or rented through Master Agreement (RFP-NP-18-001), Master Agreement (3091), or via any other means, providing the following conditions are met: 1) The Device has not reached the end of its Useful Life; 2) The maximum term of the Maintenance Agreement does not RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 41 2605 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD exceed the Useful Life of the Device, unless otherwise specified in a Participating Addendum; and 3) The Maintenance Agreement adheres to the same requirements as outlined in sections ILA (9.2)(f) and ILA (9.2)(g). ii) Devices that were previously serviced by another Dealer or Manufacturer must be inspected and repaired, if necessary. Upon mutual agreement, Contractor may charge Purchasing Entity for any parts and/or labor required to bring the Device up to acceptable maintenance levels. iii) If the Device has been at the Purchasing Entity's location for less than five (5) years, then Maintenance Agreement pricing shall not exceed the new Master Agreement pricing, until the Purchasing Entity reaches the five (5) year mark. Refer to section ILA (9.2)(h)(iv) below for additional information. iv) If the Device has been at the Purchasing Entity's location for more than five (5) years, then Maintenance Agreement pricing shall not exceed 120% of the Service and Supply pricing in the new Master Agreement. B. Ancillary Product and Service Offerings 1. Sub-Group Categories. The following Products and Services are sub-groups of the Primary Product and Service Offering Groups. 1.1 Sub-Group G1 — Software Related Services. This is a sub-group of Group G — Software. This sub-group shall include, but not be limited to, the following Services: a. Cloud-based scanning (software as a service, enterprise content management); and b. Industrial Print solutions (back-file conversion, enterprise content management). 1.2 Sub-Group C1 — Standalone Production Devices. This is a sub-group of Group C— Production Equipment. Products offered under this sub-group are not restricted to OEM, and may include, but not be limited to, the following: a. Cutters; b. Inline Finishers; c. Folders; d. Sorters; e. UV Coaters; and f. Binders. 1.3 Sub-Group C2 — Industrial Print Equipment. This is a sub-group of Group C — Production Equipment. Products offered under this sub-group are not restricted to OEM, and may include, but not be limited to, the following: a. Digital Label Press; b. Digital Press; RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 42 2606 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD c. 3D Printers; d. 48" and larger Wide Format Printers (roll-fed, hybrid, flatbed); e. Continuous Feed Inkjet; f. High Speed Inkjet; and g. Decorative Print & Embellishment. 1.4 Sub-Group D1 — Specialty Printers. This is a sub-group of Group D — Single- Function Printers. Products offered under this sub-group are not restricted to OEM, and may include, but not be limited to, the following: a. Barcode labels; b. High Volume Inkjet; c. 3D Printers; d. Receipt printers; e. Card printers; and f. Cable printers. 2. Sub-Group Category Discounts. Products in Sub-Groups C1, C2 and D1 must be discounted at a minimum of 5%for OEM and a minimum of 2%for Non-OEM, unless such discounts would exceed the discount amount offered for OEM and Non-OEM within Group C and Group D, respectively. 3. Open Market Items 3.1 Contractor may offer Not Specifically Priced (NSP) items that compliment or enhance the Devices and/or Services offered under the Master Agreement. NSP items will not include: a. Interactive White boards; b. Computers, monitors, or other related hardware items; c. Fax machines; d. Kiosk machines; e. Overhead Projectors; and f. Cameras. 3.2 NSP items may only be acquired through the Contractor or their Authorized Dealer and must be reported quarterly with all other sales under the Master Agreement. 3.3 NSP items must be priced at a minimum discount of 15% from MSRP or List Price. 3.4 NSP items may be offered to a Purchasing Entity as a stand-alone option, and the maximum allowable amount of all NSP items in a single Order shall be determined by the Participating State or Entity. 3.5 It shall be at the discretion of the Participating State or Entity to allow Open Market Items in their Participating Addendum. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 43 2607 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 4. Emerging Technologies 4.1 Upon approval from the Lead State, Contractor may add new, related technology to the resulting Master Agreement. 4.2 Technology is not restricted to OEM, nor is it required to be Private Labeled. 4.3 Any new technology that a Contractor requests to add to their Price List must contain a full description of the Product, the MSRP and pricing information, and an explanation/justification as to how the Product conforms to the requirements of the RFP and Master Agreement. 4.4 Any new technology must be priced according to the lowest discount offered for any Product under the Master Agreement. No discount or a 0% discount does not qualify as a "lowest" discount. III. Purchase and Lease Programs A. Acquisition Methods. Contractor may offer the following: Financial Vehicle Standard Terms Offered Purchase N/A Fair Market Value Lease 12,18, 24, 36, 48 and 60 Capital Lease months Straight Lease 1. All Devices on Contractor's Price List may be purchased or leased, either as a packaged- deal, or stand-alone item. B. Device Trade-In 1. A Purchasing Entity shall have the option, at the Contractors sole discretion, and based upon Participating State or Entity regulations and laws, and Purchasing Entity policies, to do a Device Trade-In, when placing a purchase or lease Order. 2. The value for the Device Trade-In shall be negotiated by the Purchasing Entity and the Contractor, and shall not include any disposal or shipping fees. C. Lease Rates 1. Contractor may elect to include property tax in their lease rates, or they may bill the Purchasing Entity separately for property tax. 2. Once a Purchasing Entity enters into a lease agreement, the lease rate must remain fixed throughout the Initial Lease Term, regardless of whether the Contractor had increased their lease rates in the Master Agreement Price Lists. If Contractor has decreased their lease rates in their Price Lists, then they may extend that lower rate to the Purchasing Entity. 3. Device Payments for Renewal Terms must never exceed Master Agreement pricing. 4. If a Purchasing Entity enters into a Renewal Term, then the Device Payment will be subject to the lease rates listed in the most recent Price Lists posted on the NASPO ValuePoint website. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 44 2608 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 5. Contractor may update lease rates on a quarterly basis to allow for changes in the financial market. The rates must be indexed against the US Daily Treasury Yield Curve Rates, or a comparable index, and must be the rate in effect at the end of each calendar quarter. 6. Lease rates must be proposed as a decimal multiplying factor in such a manner that the purchase price of the Device may be multiplied by the lease rate to arrive at the resulting monthly Device Payment. Proposed rates must include the following information: 6.1 The Daily Treasury Yield Curve (or comparable index) Rate; 6.2 The date used for the Daily Treasury Yield Curve (or comparable index) Rate; a. The fixed margin for each lease type being proposed, and how that margin is determined; and b. The methodology for determining the 48 month base rate if a 4-year rate is not published. 6.3 Contractor must offer Coterminous lease rates to any Purchasing Entity wishing to add Products to an existing lease agreement. The calculation for the Coterminous lease rates must adhere to the following methodology: For example.- A customer enters into a 36 month FMV Lease, and 12 months into that lease, they decide to add an Accessory to the Base Unit. The Contractor shall divide the 36 month cumulative Device Payment by 24 months to arrive at the monthly Coterminous payment for that Accessory. That payment will then be added to the existing Device Payment. The new Total Monthly Payment must then be disclosed to the Purchasing Entity. D. Leasing Overview 1. All lease programs shall remain with the Contractor or Authorized Dealer through an in- house leasing program, or through the financial branch or subsidiary of Contractor. In addition, Contractor and their Authorized Dealer may use Third Party leasing companies, however; all Third Party leasing company documents must be reviewed and approved by the Lead State and said documents must be incorporated into the Master Agreement before any Participating State, Participating Entity, or Purchasing Entity can use them. It will be at the discretion of the Participating State, Participating Entity, or the Purchasing Entity as to whether billing shall be in the name of Contractor, Authorized Dealer or Third Party leasing company. All contractual obligations however, will still be the responsibility of the Contractor. 2. A Purchasing Entity may lease Devices pursuant to the terms and conditions in this Master Agreement, and according to the requirements listed in their states' Participating Addendum. 3. Lease agreements shall not be subject to automatic renewals. This is non-negotiable in any Particpating Addendum or Order. 4. A lease agreement issued prior to the termination of the Master Agreement and Participating Addendum, shall survive the termination of the Master Agreement and the Participating Addendum, and all terms and conditions of the Master Agreement and Participating Addendum shall continue to apply. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 45 2609 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 5. With the exception of a $1 Buyout Lease arrangement, or unless exercising the purchase option on an FMV Lease, a Purchasing Entity shall return the Device at the end of the Initial Lease Term, or at the end of the Renewal Lease Term, or the Contractor may pick the Device up, without any further financial obligations to the Purchasing Entity. 6. Device pickups must be performed within thirty (30) calendar days of the end of the Initial or Renewal Term. 7. Device returns must be performed within thirty (30) calendar days after the Contractor or Authorized Dealer provides return shipping instructions to the Purchasing Entity. 8. If Purchasing Entity fails to make Device available for pickup after thirty (30) calendar days, then Contractor or Authorized Dealer may bill the Purchasing Entity, at the total monthly payment amount for such Device, for each month that the Device remains at Purchasing Entity's location. Contractor or Authorized Dealer is not permitted to bill the Purchasing Entity for failure of Contractor or Authorized Dealer to pickup the Device when Purchasing Entity has made it available. 9. Contractor and/or Authorized Dealers shall be responsible for all Device pickup and return costs. 10. The maximum term on any Initial Lease Term shall be 60 months. 11. The length of a Renewal Term shall be at the discretion of the Participating State or Entity, but at no time shall the Renewal Term exceed the Useful Life of the Device. 12. All Renewal Terms shall be billed on a monthly basis. 13. If a Purchasing Entity elects to enter into a month to month Renewal Term, they may cancel at anytime, without penalty, by giving Contractor thirty (30) days advance, written notice. 14. If a Purchasing Entity elects to enter into a 12-month Renewal Term, the Renewal Term will automatically terminate at the end of the 12-month period, unless the Purchasing Entity has notified the Contractor that they wish to enter into a new Renewal Term. If a Purchasing Entity wants to cancel their 12-month Renewal Term early, then early termination fees shall apply, and will be equivalent to the remaining stream of equipment payments only (i.e. less maintenance). E. Leasing Options 1. FMV Lease 1.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12, 18, 24, 36, 48, or 60 months for Group A, Group B, Group C, Sub-Group C1, Sub- Group C2, Group D, Sub-Group D1, Group E, and Group F, based upon the Contractor's available options, and at the discretion of the Participating State or Entity. 1.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of the following: a. Exercise their purchase option; RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 46 2610 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD b. Renew the lease on a month to month basis, or a 12 month basis, at the discretion of the Participating State or Entity; or c. Return the Device to the Contractor, or have the Contractor pick the Device up. 2. Capital Lease ($1 Buyout Lease) 2.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12, 187 247 367 48, or 60 months for Group A, Group B, Group C, Sub-Group C1, Sub- Group C2, Group D, Sub-Group D1, Group E, and Group F, based upon the Contractor's available options, and at the discretion of the Participating State or Entity. 2.2 Upon the expiration of the Initial Lease Term, the Contractor shall provide title to the Device to the Purchasing Entity, or as otherwise determined in a Participating Addendum or an Order, and the Purchasing Entity shall not be subject to any additional expense in order to assume possession of the Device. 3. Straight Lease 3.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 127187 247 367 48, or 60 months for Group A, Group B, Group C, Sub-Group C17 Sub-Group C2, Group D, Sub-Group D1, Group E, and Group F, based upon the Contractor's available options, and at the discretion of the Participating State or Entity. 3.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of the following: a. Renew the lease on a month to month basis, or a 12 month basis, at the discretion of the Participating State or Entity; or b. Return the Device to the Contractor, or have the Contractor pick the Device up. F. Leasing Terms and Conditions 1. Possession and Return of Leased Devices 1.1 The Purchasing Entity is responsible for risk of loss to the Devices while the Devices are in Purchasing Entity's possession. Purchasing Entity shall be relieved of all risks of loss or damage to the Devices during periods of transportation and de-installation. 1.2 Contractor or Authorized Dealer must notify a Purchasing Entity, in writing, of their End of Term (EOT)options at least sixty(60) days prior to the end of any Initial Lease Term. Such notification may include, but not be limited to, the following: a. Any acquisition or return options, based on the type of lease agreement; b. Any renewal options, if applicable; and/or c. Hard drive removal and surrender cost, if applicable. 1.3 If a Purchasing Entity desires to exercise a purchase, renewal, or return of the RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 47 2611 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD Device, it shall give Contractor at least thirty (30) days written notice prior to the expiration of such lease term. Notwithstanding anything to the contrary, if Purchasing Entity fails to notify Contractor of its intent with respect to the exercise of a purchase, renewal, or return of the Device, the Initial Lease Term shall be terminated on the date as stated in the Order and removal of the Device will be mutually arranged, unless otherwise specified in an Order. 1.4 If the Purchasing Entity does not exercise the purchase or renewal option, it will immediately make the Device available to Contractor in as good of condition as when Purchasing Entity received it, except for ordinary wear and tear. 1.5 Contractor shall not impose any charges on the Purchasing Entity for the removal of the Equipment, with the exception of Group C and Sub-Group C1 and Subgroup C2 Devices, in which case Contractor may charge Purchasing Entity a mutually agreed upon price for special rigging. 2. Payment. The first scheduled payment (as specified in the applicable Order), will be due following the Acceptance of the Device(s), or such later date as Contractor may designate. The remaining payments will be due on the same day of each subsequent month, unless otherwise specified in the applicable Order. 3. Buyout to Keep Option. A Purchasing Entity must notify the Contractor or Authorized Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout to Keep option on an FMV or Capital Lease. A Buyout to Keep option is not available on a Straight Lease. 4. Buyout to Return Option. A Purchasing Entity must notify the Contractor or Authorized Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout to Return option on an FMV or Straight Lease, and return the Device to the Contractor in good working condition (ordinary wear and tear excepted). 5. Device Upgrade or Downgrade. A Purchasing Entity may do a Device Upgrade or Downgrade on a lease at anytime throughout the term of the lease agreement. The Purchasing Entity and the Contractor shall negotiate the price of the Device Upgrade or Downgrade, but at no time shall the total cost of the Device Upgrade or Downgrade be less than the remaining stream of Device Payments. 6. Non-appropriation of Funds. The continuation of any lease agreement will be subject to, and contingent upon, sufficient funds being made available by the Participating State Legislature and/or federal sources. The Purchasing Entity may terminate any such lease agreement, and Contractor waives any and all claim(s)for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the Purchasing Entity's funding sources are not available. 7. Assignment. Purchasing Entity has no right to sell, transfer, encumber, sublet or assign the Device or any lease agreement without Contractor's prior written consent (which consent shall not be unreasonably withheld). 7.1 Purchasing Entity agrees that Contractor may not sell or assign any portion of Contractor's interests in the Device and/or these Lease Terms or any Order for leases, without notice to Purchasing Entity even if less than all the payments have RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 48 2612 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD been assigned. In that event, the assignee (the "Assignee") will have such rights as Contractor assigns to them, but none of Contractor's obligations (Contractor will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set offs that Purchasing Entity may have against Contractor. 7.2 No assignment to an Assignee will release Contractor from any obligations Contractor may have to Purchasing Entity. 8. Early Termination Charges Except in the case of Non-appropriation of funds, FMV, $1 Buyout, and Straight Leases shall be subject to an early termination charge, and shall involve the return of the Device (in good working condition; ordinary wear and tear excepted) by the Purchasing Entity to the Contractor. With respect to the Device, the termination charge shall not exceed the balance of remaining Device Payments (including any current and past due amounts), and with respect to Service or maintenance obligations, the termination charge shall not exceed four (4) months of the Service and Supply base charge or twenty-five percent (25%) of the remaining Maintenance Agreement term, whichever is less. 9. Default. Each of the following is a "default" under these lease terms: 9.1 Purchasing Entity fails to pay any payment or any other amount within forty-five (45) days (or as otherwise agreed to in a Participating Addendum) of its due date; 9.2 Any representation or warranty made by Purchasing Entity in these lease terms is false or incorrect and Purchasing Entity does not perform any of its obligations under these lease terms, and this failure continues for forty-five (45) days (or as otherwise agreed to in a Participating Addendum) after Contractor has notified Purchasing Entity; 9.3 Purchasing Entity or any guarantor makes an assignment for the benefit of creditors; 9.4 Any guarantor dies, stops doing business as a going concern, or transfers all or substantially all of such guarantor's assets; or 9.5 Purchasing Entity stops doing business as a going concern or transfers all or substantially all of Purchasing Entity's assets. 10. Remedies. If a Purchasing Entity defaults on a lease agreement, then Contractor, in addition to, or in lieu of, the remedies set forth in the Master Agreement, and Participating Addendum, may do one or more of the following, at the discretion of the Participating State or Entity: 10.1 Cancel or terminate any or all Orders, and/or any or all other agreements that Contractor has entered into with Purchasing Entity; 10.2 Require Purchasing Entity to immediately pay to Contractor, as compensation for loss of Contractor's bargain and not as a penalty, a sum equal to: a. All past due payments and all other amounts payable under the lease agreement; b. All unpaid payments for the remainder of the lease term, discounted at a rate RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 49 2613 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD equal to three percent (3%) per year to the date of default; and c. Require Purchasing Entity to deliver the Device to Contractor per mutual arrangements. IV. Contractor Responsibilities and Tasks A. Service Requirements 1. Technicians. All technicians must be factory trained by the OEM and certified to Service the Devices. 2. Standard Service Levels. Participating States and/or Entities may negotiate their own Service Level Agreement (SLA) with the Contractor. The SLA, must, at a minimum, adhere to the following requirements: 2.1 End-User Training a. Purchasing Entity may request an initial one-hour training session for each Device ordered under the Contract. Contractor shall provide this initial training, free of charge, via one of the following delivery methods: On-site, web-based, or on-line. The delivery method selected for each Device will be at Contractor's sole discretion. Purchasing Entity should be advised that while this initial one-hour of free training shall be provided by Contractor at Purchasing Entity's request, Contractor will not provide substitutions (e.g. free supplies, deeper discounts, etc.) in lieu of this training. b. Purchasing Entity may also request an additional one-hour training session for technical support, which shall include network connectivity and print driver installation. This additional training shall be provided via a delivery method mutually agreed upon by Contractor and Purchasing Entity, and at a mutually agreed upon price. c. If Purchasing Entity elects to exercise the training option, then Contractor shall provide the training within ten (10) Business Days of Purchasing Entity's request. d. Contractor may offer additional on-site, one-hour training sessions for a flat rate fee. Additional charges for travel and per diem, if applicable, must be disclosed to the Purchasing Entity, and mutually agreed upon, prior to Order placement. e. Contractor must provide on-site or off-site operational training to designated Purchasing Entity personnel, until the personnel are able to operate the Device independently. Pricing for operational training shall be based on a flat rate fee. Additional charges for travel and per diem, if applicable, must be disclosed to the Purchasing Entity, and mutually agree upon, prior to Order placement. f. Contractor shall provide Device literature, user-manuals, and access to on- line resources, if available, at no charge to the Purchasing Entity. g. For Groups A, B, C, D, E, and Sub-Groups C17 C2, and D1, Contractor shall provide a no charge, toll-free end-user technical support number that Purchasing Entities can utilize for everyday minor troubleshooting (i.e. this RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 50 2614 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD does not include network connectivity or print driver installation). A Purchasing Entity must be able to obtain assistance during Normal Business Hours. h. Contractor shall provide phone/technical support within two (2) hours of Purchasing Entity's request for assistance, providing such request, and subsequent support, falls within normal business hours. 2.2 Preventative Maintenance. Contractor must perform all Preventative Maintenance Services at the Manufacturer's suggested intervals, or as specified in an Order. Preventative Maintenance shall not be a requirement on desktop Devices. 2.3 Device Performance a. Device Downtime shall be computed from the time the Contractor is notified of Device failure until the time in which the Device is fully operational. b. Device Downtime due to lack of consumable Supplies is not acceptable. c. Contractor must provide daily communication to the Purchasing Entity regarding inoperable Devices, including updates regarding resolution timeframe, and any parts, Accessories, or Devices on back-order. 2.4 Loaner Device. If any Device in Group A or Group B is inoperable for two (2) Business Days, due to Device malfunction, as reasonably determined by Contractor, then Contractor shall provide the Purchasing Entity with: a. A loaner Device of similar speed and capabilities until such time as the inoperable Device is now operable; or b. At the discretion of the Participating State or Entity, provide the Purchasing Entity with off-site manned production capabilities, at the sole cost to the Contractor, to accomplish the work of the Device that is inoperable. c. If any Device in Group C or Sub-Groups C1 and C2 are inoperable for two (2) Business Days, due to Device malfunction, as reasonably determined by Contractor, then Contractor shall provide access to an off-site manned production facility as an accommodation to the Purchasing Entity. 2.5 Repair Parts a. Contractor shall guarantee the availability of repair parts for a minimum of five (5) years after the Purchasing Entity's Acceptance of any Device. b. All Device components, spare parts, application software, and ancillary Devices that are supplied under any resulting Master Agreement, must conform to Manufacturer specifications. c. Contractor shall be responsible for ensuring that any repair parts are operable and installed in accordance with Manufacturer specifications. d. Repair parts may be new, reconditioned, reprocessed or recovered. 2.6 Service Zones a. Unless otherwise specified in a Participating Addendum, Contractor shall RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 51 2615 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD adhere to the following Service Call Response Times based on the distance that their Service Base Location is from the Purchasing Entity: Service Definition Response Time Zone Urban Within 60 miles 4 - 6 Hours Rural 60 — 120 miles 1 - 2 Business Days 120+ miles, or only Remote accessible by plane or 4—5 Business Days by boat b. Repair or replacement of parts and/or Devices shall occur within four (4) Business Days of Contractor arriving at Purchasing Entity's location, with the following exception: i) If Contractor is drop-shipping a new Device to replace a defective Device, then Purchasing Entity must receive the new Device within three (3) Business Days. c. Contractor(s) may charge different rates according to each Service Zone. 2.7 Service Logs a. Contractor shall maintain a Service log which describes the maintenance and repair Services provided for each Device. b. A no-cost copy of Service logs/reports must be provided to the Purchasing Entity or Participating State or Entity, within five (5) Business Days of the request. 2.8 Device Relocation a. Device relocation Services include dismantling, packing, transporting, and re- installing Device. b. Contractor may charge for this Service based on the following table: However, additional relocation charges may be charged for Group C and Sub-Group C1 and C2 Devices. Service Distance from current Charge Zone placement of Device 1 Within the same building No Charge Allowed* Up to 50 miles from building in Flat Rate Fee, plus 2 which Device is currently placed Per Mile or Hourly Fee More than 50 miles from Flat Rate Fee, plus 3 building in which Device is Per Mile or Hourly currently placed Fee *Contractor may charge Purchasing Entities a mutually agreed upon price for special rigging in the event a Purchasing Entity's demographics require such rigging for Zone 1 relocations. The price shall be agreed upon in writing by Contractor and Purchasing Entity prior to any Device relocation in Zone 1. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 52 2616 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD c. Contractor may not charge for any fees incurred due to fuel or tolls. d. Moves must be performed within thirty (30) calendar days of the Purchasing Entity request. Request may be verbal or written, but Contractor must confirm the request in writing and provide a date that the move will occur. Written confirmation must be sent to the Purchasing Entity within three (3) Business Days of request. In the event that there will be a delay in these Services, Contractor shall communicate with Purchasing Entity and agree on a mutually beneficial time-frame. e. Contractor is required to offer Device relocation services for all leased Equipment. 3. Meter Read Invoicing 3.1 In order for Contractor to generate accurate invoices, Purchasing Entities shall provide meter reads within the Contractor's requested time-frame. 3.2 Invoices that are generated without receiving the proper meter read information from the Purchasing Entity will not be considered inaccurate. 3.3 The Purchasing Entity shall provide written notice of any such alleged invoicing issue and the Contractor will be allowed a thirty (30) day cure period to address any such issue. During the thirty (30) day cure period, the Purchasing Entity will not be assessed any late fees forfailure to submit payment by the invoice due date. 3.4 Failure on the Contractor's part to maintain accurate invoicing shall result in a $25.00 per instance credit on the following month's invoice. 4. Reporting 4.1 Service Level Calculations a. At the discretion of the Participating State or Entity, Contractor shall produce reports that can be measured against the required SLA components. b. The Participating State or Entity shall determine how the reports will be utilized and whether liquidated damages will be assessed for failure to meet the SLA requirements. Any liquidated damages or penalty structure shall be defined in the Participating State or Entity's Participating Addendum. 4.2 Periodic Reporting. Contractor shall provide periodic reporting to all Purchasing Entities upon request. The reports shall be provided on a quarterly basis, or at the discretion of the Participating State or Entity. a. The report shall include the following: i) Number of Service Calls placed; ii) Response Time per Device; iii) Dates that Preventative Maintenance was performed, if applicable; and iv) Estimated end of Useful Life per Device, based on current usage. b. The report may include, but not be limited to, the following: RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 53 2617 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD i) Location of Devices; ii) Click usage per Device; and iii) EPEAT certification level of each Device. B. Customer Service 1. Key Personnel. Contractor shall ensure that staff has been allocated appropriately to ensure compliance with the resulting Master Agreement and subsequent Participating State or Entity requirements and that the individuals occupying the Key Personnel positions have adequate experience and knowledge with successful implementation and management of a national cooperative contract. Contractor shall provide a single point of contact for the following: 1.1 Master Agreement Contract Administrator — shall be the Lead State's primary contact in regards to Contract negotiations, amendments, Product and Price List updates, and any other information or documentation relating to the Master Agreement; 1.2 NASPO ValuePoint Reporting Contact — shall be responsible for submitting quarterly reports and the quarterly Administrative Fee to the appropriate personnel; 1.3 Master Agreement Marketing Manager— shall be responsible for marketing the resulting Master Agreement, as well as creating Participating State websites, and ensuring that all uploaded data and content is current; and 1.4 National Service Manager — shall be responsible for overseeing the Regional Service Managers, Field Service Technicians, training, and inside Service operations. This position will work with the Lead State Contract Administrator to ensure contractual obligations are met, while providing leadership for the Contractor's operations, as well as strategic planning of the Service department. 2. Single Point of Contact. Contractor shall provide a single point of contact for each Participating State, who will handle any questions regarding the Products provided, as well as pricing, delivery, billing, reporting, status of Orders, customer complaints and escalated issues. 3. Service and Support Hours. Contractor must provide full Service and support for Products during Normal Business Hours. 4. Customer Service Team. Contractor shall also have a designated customer service team who shall be available by phone (via local or toll free number), fax, or email during Normal Business Hours. 5. Additional Coverage. Contractor may offer additional coverage beyond Normal Business Hours for any Device that needs to be serviced. Such coverage shall be billed to the Purchasing Entity at an hourly rate. 6. Online Access. Customer service representatives shall have online access to account information and be able to respond to inquiries concerning the status of Orders (shipped or pending), delivery, back-orders, pricing, Product availability, Product information, and account and billing questions. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 54 2618 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD C. Authorized Dealers 1. Contractor can engage Authorized Dealers to provide Products and/or Services. 2. In the event a Contractor elects to use Authorized Dealers in the performance of the specifications, the Contractor shall serve as the primary Contractor, and shall be fully accountable for assuring that their Authorized Dealers comply with the terms and conditions of the resulting Master Agreement, and any Participating Addendum, and shall be liable in the event Authorized Dealers fail to comply with such terms and conditions. 3. Authorized Dealers shall be expected to stay current with Contractor Products, pricing, Master Agreement, and Participating Addendum requirements, and Contractor shall provide training to all of their Authorized Dealers at least once per calendar year, or as otherwise determined by the Lead State. 4. Authorized Dealers shall have the ability to accept Orders from a Purchasing Entity and invoice them directly, unless otherwise stated in a Participating Addendum. 5. Contractor shall send notice to the Lead State, utilizing Exhibit C, Authorized Dealer Form and Exhibit D, Authorized Dealers by State, within three (3) calendar days of engaging or removing a Dealer. 6. The Lead State reserves the right to deny the addition of any Authorized Dealer and will provide notification to the Contractor with justification as to why the decision was reached. In addition, it will be at the discretion of each Participating State or Entity as to whether they will utilize the Authorized Dealers as approved by the Lead State. Under no circumstances is a Participating State or Entity permitted to use a Dealer that has not been approved by the Lead State. 7. If an Authorized Dealer is performing unsatisfactorily, or is not in compliance with the Master Agreement, then it shall be at the discretion of the Lead State, upon recommendation from the Participating State, to: 7.1 Require the Dealer to attend remedial training with either the Contractor or the Lead State or; 7.2 Remove the Dealer from the Contract, or in the case of multiple branch locations in one state, or multiple states, remove them as a Dealer from the location in which they are not in compliance. D. Device Demonstration Requirements 1. Contractor may offer trial or demonstration Devices for Group A, Group B, Group C, Sub- Group C1, Sub-Group C2, Group D, Sub-Group D1, Group E, and Group F. 2. Trial or demonstration Devices may be new or used; however, no used, Remanufactured, or Refurbished Devices shall be converted to a purchase or lease. 3. At the discretion of the Participating State or Entity, and upon request by a Purchasing Entity, showroom Devices for Groups A, B, and C may be converted to a purchase or lease, providing the following conditions are met: 3.1 The meter count on Group A and Group B Devices does not exceed 10,000 copies total (i.e. b&w and color combined); RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 55 2619 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 3.2 The meter count on Group C Devices does not exceed 50,000 copies total (i.e. b&w and color combined); 3.3 The Device must be discounted by at least 5% off of the Master Agreement pricing for that same Device; and 3.4 The Purchasing Entity and the Contractor indicate on the Order that the Device is a showroom model. 4. Any trial or demonstration period shall be free to the Purchasing Entity and shall not exceed thirty (30) calendar days. 5. If Purchasing Entity does not make the demonstration Device available for pickup after thirty (30) calendar days, then Contractor may bill the Purchasing Entity for use of Device for each day that it remains at Purchasing Entity's location. Such rates shall not exceed current market standards. E. Device Installation Requirements 1. Prior to Order Acceptance, Contractor must advise Purchasing Entity of any specialized installation and site requirements for the delivery and installation of Device. This information should include, but is not limited to, the following: 1.1 Air conditioning; 1.2 Electrical; 1.3 Special grounding; 1.4 Cabling; 1.5 Space; 1.6 Humidity and temperature limits; and 1.7 Other considerations critical to the installation. 2. The Purchasing Entity shall be responsible for furnishing and installing any special wiring or dedicated lines. 3. Network installation shall include configuration of the Device for the proper network protocols, and installation of the appropriate print drivers on up to five (5) computers per Device, or as otherwise specified in a Participating Addendum. 4. If applicable, all Devices must be set-up with Preventative Maintenance notifications turned on, and with the most environmentally responsible defaults enabled, including Energy Star saving settings. 5. Contractor may charge for excessive installation requirements, including rigging, access alterations, and access to non-ground floors via stairs. Any such excessive installation charges must be quoted to the Purchasing Entity prior to the signature of any Order, and shall be based on the actual expenditures of Contractor or Authorized Dealer. 6. Contractor or Authorized Dealers shall affix a label or a decal to the Device at the time of installation which shows the name, address, and telephone number of Contractor or Authorized Dealer responsible for warranty Service of the Device. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 56 2620 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 7. Contractor shall clean-up and remove all debris and rubbish resulting from their work as required by the Purchasing Entity. Upon completion of the work, the premises shall be left in good repair and in an orderly, neat, clean, and unobstructed condition. F. Security Requirements 1. Network and Data Security 1.1 Devices may be configured to include a variety of data security features. The set- up of such features shall be at the discretion of the Purchasing Entity, and all costs associated with their implementation must be conveyed by Contractor prior to Order placement. 1.2 Contractor will not be permitted to download, transfer, or access print data stored on the Device in either hard drive or chip memory. Only system management accessibility will be allowed. 1.3 Contractor shall ensure that delivery and performance of all Services shall adhere to the requirements and standards as outlined in each Participating State or Entity's Participating Addendum. 2. Sensitive Information. Sensitive information that is contained in any Legacy Devices or applications shall be encrypted if practical. In addition, sensitive data will be encrypted in all newly developed applications. Since sensitive information is subjective, it shall be defined by each Participating State or Entity in their Participating Addendum. 3. Data Breach. Contractor shall have an incident response process that follows National Institute of Standards and Technology (NIST) standards as referenced in the NIST Computer Security Incident Handling Guide, which can be downloaded at s://www.ii�es�. oar/ ull,:�lllica�lioii�s coii�rn weir secuirli� i�clideii�� Ihaii°�dllliii� ulide and it shall ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,g,,,,,,,,,,,,,,,,,,,,,,,p,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,p ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,......,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,q,,,,,,,g,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, include, at a minimum, breach detection, breach notification, and breach response. Further, Contractor shall notify the impacted Purchasing Entity within 72 hours of learning of such breach. 4. Authentication and Access 4.1 Any network connected Device must offer authentication for all features via LDAP and/or Windows AD, as well as the ability to disable authentication for any or all features. 4.2 Any network connected Device must have the ability to connect via Dynamic Host Configuration Protocol (DHCP) or Static IP address. 4.3 The credential information for any remote authentication method may not be maintained within the Device's memory. 4.4 Access to the Device's administrative functions must be password protected per the Participating State or Entity requirements, and the default settings must be changed at the time of Device installation. 5. Hard Drive Removal and Surrender 5.1 Contractor shall ensure that all hard drive data is cleansed and purged (if capable) RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 57 2621 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD from the Device at the end of its Useful Life, or when any hard drive is repossessed by Contractor; or 5.2 At the Participating State or Entity's discretion, Contractor shall remove the hard drive from the applicable Device and provide the Purchasing Entity with custody of the hard drive before the Device is removed from the Purchasing Entity's location, moved to another location, or any other disposition of the Device. The Purchasing Entity shall then be responsible for securely erasing or destroying the hard drive. 5.3 If Contractor takes possession of any Device at a Purchasing Entity's location, then they shall also remove any ink, toner, and associated Supplies (drum, fuser, etc.) and dispose of them in accordance with applicable law, as well as environmental, and health considerations, or as otherwise specified in a Participating Addendum. 5.4 Hard drive sanitation shall be at no expense to the Purchasing Entity, however; Contractor may charge the Purchasing Entity a fee if the Purchasing Entity elects to keep the hard drive in their possession. Contractor must disclose the price for removal and surrender of the hard drive, prior to Order placement. 5.5 If the hard drive is not removable, or the Device does not contain a hard drive, then Contractor must convey this to the Purchasing Entity at the time of Order placement. In the case of a non-removable hard drive, section IV.I (5.1) shall apply. 5.6 If Contractor is removing another Manufacturer's Device, they are not permitted to remove the hard drive. Only the Manufacturer or their Authorized Dealer shall remove hard drives in their own Devices. Contractor shall work with the Manufacturer to ensure the requirements pursuant to this section are met. G. Contractor Notices. Contractor shall notify the Lead State, Participating States, Participating Entities and all Purchasing Entities of any recall notices, warranty replacements, safety notices, or any applicable notice regarding the Products being sold. This notice must be received in writing (via postal mail or email) within thirty (30) calendar days of Contractor learning of such issues. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 58 2622 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD EXHIBIT B — SAMPLE D&A CERTIFICATE NASPO VALUEPOINT MASTER AGREEMENT NO. AND THE STATE OF Insert Name of Participating State PARTICIPATING ADDENDUM NO. WITH Insert Name of Contractor To: Insert Name of Contractor or Authorized Dealer Pursuant to the provisions of the Master Agreement and Participating Addendum, Purchasing Entity hereby certifies and warrants that (a) all Equipment described in the Order has been delivered and installed; (b) Purchasing Entity has inspected the Equipment, and all such testing as it deems necessary has been performed by Purchasing Entity and/or Contractor to the Satisfaction of Purchasing Entity; and (c) Purchasing Entity accepts the Equipment for all purposes of the Order. Insert name of Purchasing Entity By: Title: Date: RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 59 2623 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD EXHIBIT C —AUTHORIZED DEALER FORM Manufacturer Name: (Check one) ❑ The Dealer listed below is authorized to provide Products and Services in accordance with the NASPO ValuePoint Multi-Function Devices and Related Software, Services and Cloud Solutions Master Agreement. ❑ The Dealer listed below will no longer provide Products and Services under the NASPO ValuePoint Multi- Function Devices and Related Software, Services and Cloud Solutions Master Agreement for the following reason (required): State(s) Serviced by Dealer: Dealer Name: Address: Phone (include Toll-Free, if available): Contact Person(s): Email Address: FEIN: Signed: Date: (Contractor Representative) Signed: Date: (Authorized Dealer Representative) (Print First and Last Name of Authorized Dealer Representative) RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 60 2624 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD EXHIBIT D —AUTHORIZED DEALERS BY STATE s Exhibit D- Authorized Dealers b� RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 61 2625 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD EXHIBIT E — SAMPLE MPS STATEMENT OF WORK Agency/Customer: F Contractor: Contact Name: Contact Name: Address: F Address: Email: Email: Phone: Phone: Fax: F Fax: Contractor website: Print Assessment Period of Date: Performance: Statement of Work must incorporate the following documents: NASPO ValuePoint Master Agreement# 140602 [Imbed document here] Participating Addendum # [Imbed document here] Contractor's Print Assessment [Imbed document here] Statement of Work,at a minimum, must include the following elements: 1. Introduction: Describe your current environment. What is your inventory, including owned, rented, or leased Devices? 2. Scope: Include Project scope (i.e. single function, multi function printers etc.) and software 3. Out of Scope: This Project does not cover the following functions or deliverables: 4. Objective: The main objective of this project is: System and procedures will be set up to allow: 5. Location: Enter all physical locations of where work will be performed 6. Discovery/Assessment: Contractor will be required to discover/assess Purchasing Entity print environment as described below: RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 62 2626 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD Deliverables: Describe the deliverables for Discovery/Assessment Checkpoints: Describe the checkpoints for Discovery/Assessment 7. Data Security Include description of data security requirements 8. Data Breach Describe any data breach requirements 9. Equipment Guarantees Describe downtime, on-site service, response time etc. (Note: this section must, at a minimum, adhere to the same requirements as outlined in the Master Agreement and/or Participating Addendum) 10. End of Life/Equipment replacement Insert description of end of lif%quipment replacement process 11. Implementation: Deliverables: Describe the deliverables for Implementation Checkpoints: Describe the checkpoints for Implementation User Acceptance Testing: Describe User Acceptance Testing for Implementation Production Rollout: Describe the Production Rollout for Implementation 12. Contractor Staff and Support Describe Contractor staff roles and their availability 13. Purchasing Entity Roles and Responsibilities Insert description of Purchasing Entity Roles and Responsibilities including: Contacts: Project Manager End-User Representative System Administrator Technical Support General and Technical Responsibilities: Insert description of Purchasing Entity Roles and Responsibilities 14. Performance Penalties Insert description of Contractor Performance Penalties RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 63 2627 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 15. Payment Describe billing cycles and invoice information This Agreement is entered into by and between the [Purchasing Entity], located at[Agency address]and [Contractor] licensed to conduct business in the State of _ ("Contractor"), located at [Contractor address]for the purpose of providing Managed Print Services. The signatories to this Managed Print Services Agreement represent that they have the authority to bind their respective organizations to this Agreement. In Witness Whereof, the parties hereto, having read this Managed Print Services Agreement in its entirety, including all attachments, have executed this Agreement. This Agreement is effective this day of 2 Initial term of this Agreement is year(s) or until Maximum term of this Agreement is five (5) years, or until Contractor Signature Date Purchasing Entity Signature Date Contractor or Authorized Dealer Printed Name,Title Purchasing Entity Printed Name,Title RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 64 2628 oocuoign Envelope ID: 169eeslC-AF75-463»-al71-3737ecF7Fsao ATTACHMENT 1 — CANON LEASE AGREEMENT Cal-�~~ INC, 0ASP|� LEASE AGREEMENT u��m�°c^� �m�, ���, INUMBER CUSTOMER(FULL LEGAL NAME) DBA PHONE BiLLING ADC RESS CITY COUNTY STATE ZIP EQUIPMENT ADDRESS CITY COUNTY STATE ZIP EQUIPMENT INFORMATION NUMBER AND AMOUNT OF PAYMENTS Quantity Serial Number MakelModel/Description N umber of Payments Total Payment' Rus Applicable Taxes TERM PAYMENTFREQUENICY TYPE OF LEASE ElMonthly f-lQuarterly FOther. Fair Market Valtie f.I Straight Lease Capitall Lease 0- THIS AGREEMENT IS NON-CANCELABLE BY CUSTOMER EXCEPT AS DESCRIBED IN THE FISCAL FUNDING PROVISION HEREIN. CUSTOMER REPRESENTS THAT ALL ACTION REQUIRED TO AUTHORIZE THE EXECUTION OF THIS AGREEMENT ON BEHALF OF CUSTOMER BY THE FOLLOWING SIGNATORIES HAS BEEN TAKEN.THE UNDERSIGNED HAS READ,UNDERSTANDS AND HEREBY AGREES TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. COMMENTS AUTHORIZED CUSTOMER SIGNATURE By:X Title Printed Name Email Address By:X Title Printed Name Email Address ACCEPTANCE CERTIFICATE Customer certifies that(a)the Equipment referred to in this Agreement has been received,(b)installation has been completed,(c)the Equipment has been examined by Customer and is in good operating order and condition and is,in all respects,satisfactory to Customer,and(d)the Equipment is irrevocably accepted by Customer for all purposes under this Agreement.Accordingly,Customer hereby authorizes billing under this Agreement. Signature: Printed Name Title(if any): Date TERMS AND CONDITIONS 1. AGREEMENT: CFS leases toCustomer, and Customer leases from CFS, with its place of business at 168 Gaither Drive, Suite 200, Mount Laurel, New Jersey 08054, all the equipment described above, together with all replacement parts and substitutions for and additions to such equipment(^Equipmant'), upon the terms and conditions set forth in this NASPO Lease Agreement(^Agreement''). 2. TERM OF AGREEMENT: This Agreement shall be effective on the date the Equipment is delivered to Customer ("Commencement Date"), provided Customer executes CFS' form of acceptance ("Acceptance Certificate") or otherwise accepts the Equipment as specified herein. The term of this Agreement begins on the Commencement Date or any later date that CFS designates (''AgreementDate"), and shall consist ofthe payment periods specified above and any renewal periods. After acceptance of the Equipment, Customer shall have no right to revoke such acceptance or cancel this Agreement during the term hereof, except as set forth herein. The term of this Agreement shall end, unless sooner terminated by CFS after an event of default or under the Fiscal Funding provision, when all amounts required to be paid by Customer under this Agreement have been paid as provided. Except as provided herein. Customer has no right to return the Equipment to CFS. 3. RENEWAL OF LEASE; RETURNS OR PURCHASES OF EQUIPMENT; BUYOUTS: Leases shall not be subject to automatic renewals, except as hereafter provided. With the exception of a Capital Lease arrangement, or unless exercising the purchase option on an FMV Lease, Customer shall return the Equipment at the end of the initial lease term, or at the end of the Renewal Lease Term, or CFS may pick the Equipment up, without any further financial obligations to Customer. FMK/1=Leases Upon expiration of the initial lease term, Customer may do one of the following: (1) Exercise its purchase option, or; (2) Renew the lease on a month to month basis, or a 12-month basis, at the discretion of Customer, or; (3) Return the Equipment to CFS, or have CFS pick the Equipment up. Upon the expiration of the initial lease term, CFS shall provide title tothe Equipment to the Cuotomer, or as otherwise determinedinaNASPC)Va|uePointParticipadngAddendum (''ParticipatingAddendum^). andCustomersha|| notbe subject to any additional expense in order to assume possession of the Equipment. Straight Leases Upon the expiration 2629 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 65 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD of the initial lease term, Customer may do one of the following: (1) Renew the lease on a month to month basis, or a 12- month basis, at the discretion of Customer, or; (2) Return the Equipment to CFS, or have CFS pick the Equipment up. If Customer desires to exercise a purchase, renewal, or return of the Equipment, it shall give CFS at least thirty (30) days written notice prior to the expiration of such lease term. Notwithstanding anything to the contrary, if Customer fails to notify CFS of its intent with respect to the exercise of a purchase, renewal, or return of the Equipment,the initial lease term shall be terminated on the date as stated in the Order and removal of the Equipment will be mutually arranged, unless otherwise specified in a Participating Addendum. Notwithstanding the foregoing, if Customer fails to notify CFS at least thirty (30) days prior to lease termination of a digital press Production Device and/or Industrial Print Equipment, then the lease will automatically renew on a month-to-month basis until Customer notifies CFS of its intent. In such a case, the automatic renewal term shall not exceed a maximum of 12 monthly payments. At which point in time, CFS will make arrangements to pick up the Equipment from Customer. If Customer does not exercise the purchase or renewal option, it will immediately make the Equipment available to Contractor in as good of condition as when Customer received it, except for ordinary wear and tear. Equipment Payments for renewal terms shall never exceed Master Agreement pricing. If Customer enters into a renewal term, then the Equipment Payment will be subject to the lease rates listed in the most recent Price List(s) posted on the NASPO ValuePoint website. Customers under FMV or Capital Leases shall have a Buyout to Keep Option. Customers under FMV, Capital or Straight Leases shall have a Buyout to Return Option. The Buyout to Return Option price shall be the Remaining Lease Balance (as hereinafter defined). The Buyout to Keep Option shall be the Remaining Lease Balance, less the Fair Market Value (as hereinafter defined). Customer must notify the CFS, in writing, at least thirty (30) days in advance, if it wishes to exercise the Buyout to Keep option on an FMV or Capital Lease. Customer must notify CFS, in writing, at least thirty (30) days in advance, if it wishes to exercise the Buyout to Return option on an FMV, Capital or Straight Lease, and return the Equipment to CFS in good working condition (ordinary wear and tear excepted). 4. PAYMENTS: Customer agrees to pay to CFS, as invoiced, during the term of this Agreement the payments specified under"Number and Amount of Payments" above ("Payments"). Such Payments are comprised of the principal and interest thereon. Customer's obligation to pay all amounts due under this Agreement and all other obligations hereunder shall be absolute and unconditional and is not subject to any abatements, set-off, defense or counterclaim for any reason whatsoever. 5. APPLICATION OF PAYMENTS: All Payments received by CFS from Customer under this Agreement will be applied to amounts due and payable hereunder chronologically, based on the date of the charge as shown on the invoice for each such amount, and among amounts having the same date in such order as CFS, in its discretion, may determine. 6. NO CFS WARRANTIES: CUSTOMER ACKNOWLEDGES THAT CFS IS NOT A MANUFACTURER, DEALER, OR SUPPLIER OF THE EQUIPMENT. CUSTOMER AGREES THAT THE EQUIPMENT IS LEASED "AS IS"AND IS OF A SIZE, DESIGN AND CAPACITY SELECTED BY CUSTOMER. CUSTOMER ACKNOWLEDGES THAT CFS HAS MADE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUITABILITY OR DURABILITY OF THE EQUIPMENT, THE ABSENCE OF ANY CLAIM OF INFRINGEMENT OR THE LIKE, OR ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Any warranty with respect to the Equipment made by the manufacturer, dealer, or supplier is separate from, and is not a part of,this Agreement and shall be for the benefit of CFS, Customer and CFS' successors or assignees, if any. So long as Customer is not in breach or default of this Agreement, CFS assigns to Customer any warranties (including those agreed to between Customer and the manufacturer, dealer, or supplier)which CFS may have with respect to any item of Equipment; provided that the scope and limitations of any such warranty shall be solely as set out in any agreement between Customer and such manufacturer, dealer, or supplier or as otherwise specified in warranty materials from such manufacturer, dealer, or supplier and shall not include any implied warranties arising solely from CFS' acquisition of the Equipment. CUSTOMER ACKNOWLEDGES THAT NEITHER THE SUPPLIER NOR ANY DEALER IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OF THIS AGREEMENT OR ANY SCHEDULE, OR TO MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THIS AGREEMENT OR THE EQUIPMENT ON BEHALF OF CFS. 7. NON-APPROPRIATION OF FUNDS: The continuation of any lease or rental agreement will be subject to, and contingent upon, sufficient funds being made available by the Participating State Legislature and/or federal sources. The Customer may terminate any such lease or rental agreement, and CFS waives any and all claim(s) for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the Customer's funding sources are not available. 8. ACCEPTANCE; DELIVERY: Customer's execution of the Acceptance Certificate, or other confirmation of Customer's acceptance of the Equipment, shall conclusively establish that the Equipment has been delivered to and accepted by Customer for all purposes of this Agreement and Customer may not for any reason revoke that acceptance; however, if Customer has not, within five (5) days after delivery of such Equipment, delivered to CFS written notice of non- acceptance, specifying the reasons therefor and specifically referencing this Agreement, Customer shall be deemed to have irrevocably accepted such Equipment. CFS is the lessor and Customer is the lessee of the Equipment under this Agreement. 9. LOCATION; LIENS; NAMES; OFFICES: Customer shall not move the Equipment from the location specified herein except with the prior written consent of CFS. Customer shall keep the Equipment free and clear of all claims and liens other than those in favor of CFS. Customer's legal name (as set forth in its constituent documents filed with the RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 66 2630 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD appropriate governmental office or agency) is as set forth herein. The chief executive office address of Customer is as set forth herein. Customer shall provide CFS with written notice at least thirty (30) days prior to any change of its legal name or chief executive office address, and shall execute and deliver to CFS such documents as required or appropriate. 10.WARRANTY OF BUSINESS PURPOSE; USE; PERSONAL PROPERTY; FINANCING STATEMENTS: Customer represents and warrants that the Equipment will not be used for personal, family, or household purposes. Customer shall comply with all laws and regulations relating to the use and maintenance of the Equipment. Customer shall put the Equipment only to the use contemplated by the manufacturer. The Equipment shall remain personal property regardless of whether it becomes affixed to real property or permanently rests upon any real property or any improvement to real property. Customer authorizes CFS (and any third party filing service designated by CFS) to execute and file (a) financing statements evidencing the interest of CFS in the Equipment (including forms containing a broader description of the Equipment than the description set forth herein), (b) continuation statements in respect thereof, and (c) amendments thereto, and Customer irrevocably waives any right to notice thereof. 11. RESERVED. 12. MAINTENANCE; ALTERATIONS: Customer shall at all times maintain and keep in effect a service contract, through one of Contractor's Authorized Dealers under the NASPO ValuePoint Master Agreement("Master Agreement") or by other contractual arrangements,to keep and maintain the Equipment in good working order and to supply and install all replacement parts and accessories when required to maintain the Equipment in good working condition. Customer shall not, without the prior written consent of CFS, make any changes or substitutions to the Equipment. Any and all replacement parts, accessories, authorized changes to and/or substitutions for the Equipment shall become part of the Equipment and subject to the terms of this Agreement. 13. TAXES; OTHER FEES AND CHARGES: CUSTOMER SHALL PAY AND DISCHARGE WHEN DUE ALL LICENSE AND REGISTRATION FEES, ASSESSMENTS, SALES, USE AND OTHER TAXES, AND OTHER EXPENSES AND CHARGES, together with any applicable penalties, interest, and administrative fees now or at any time imposed upon any Equipment, the Payments, or Customer's performance or non-performance of its obligations hereunder, whether payable by or assessed to CFS or Customer. If Customer fails to pay any such fees, assessments, taxes, expenses or charges as required hereunder, CFS shall have the right but not the obligation to pay those fees, assessments, taxes, expenses and charges, and Customer shall promptly reimburse CFS, upon demand, for all such payments made plus administrative fees and costs, if any. Notwithstanding the generality of the foregoing, Customer shall not be liable for property taxes, which shall be the sole responsibility of CFS. 14. INSURANCE: Customer, at its sole cost and expense, shall, during the term hereof including all renewals and extensions, obtain, maintain and pay for(a) insurance against the loss, theft, or damage to the Equipment for the full replacement value thereof, and (b) comprehensive public liability and property damage insurance. All such insurance shall provide for a deductible not exceeding $5,000 and be in form and amount, and with companies satisfactory to CFS. Each insurer providing such insurance shall name CFS as additional insured and loss payee and provide CFS thirty (30) days'written notice before the policy in question shall be materially altered or canceled. Customer shall pay the premiums for such insurance, shall be responsible for all deductible portions thereof, and shall deliver certificates or other evidence of insurance to CFS. The proceeds of such insurance, at the option of CFS, shall be applied to (a) replace or repair the Equipment, or(b) pay CFS the "Remaining Lease Balance,"which shall be the sum of: (i) all amounts then owed by Customer to CFS under this Agreement; plus (ii) the present value of all remaining Payments for the full term of this Agreement; plus (iii) except in the case of Capital Leases, the Fair Market Value of the Equipment (as defined herein); plus (iv) any applicable taxes, and any expenses, charges or fees which may be payable as otherwise provided herein or in the Master Agreement or the applicable Participating Addendum. For purposes of determining present value, Payments shall be discounted at three percent (3%) per year. Customer hereby appoints CFS as Customer's attorney-in-fact solely to make claim for, receive payment of, and execute and endorse all documents, checks, or drafts for any loss or damage to Equipment under any such insurance policy. If within ten (10) days after CFS' request, Customer fails to deliver satisfactory evidence of such insurance to CFS, then CFS shall have the right, but not the obligation, to obtain insurance covering CFS' interests in the Equipment, and add the costs of acquiring and maintaining such insurance, and an administrative fee, to the amounts due from Customer under this Agreement. CFS and any of its affiliates may make a profit on the foregoing. 15. LOSS; DAMAGE: Customer assumes and shall bear the entire risk of loss, theft of, or damage to the Equipment from any cause whatsoever, effective upon delivery to the Customer, except that Customer shall be relieved of all risks of loss or damage to the Equipment during periods of transportation and de-installation. No such loss, theft or damage shall relieve Customer of any obligation with respect to its lease of the Equipment. If any Equipment is lost or stolen, Customer, at the option of CFS, will (a) replace the same with like equipment in a condition acceptable to CFS and convey clear title to such equipment to CFS (and such equipment will become "Equipment" and be subject to the terms of this Agreement), or(b) pay CFS the Remaining Lease Balance. Upon CFS' receipt of the Remaining Lease Balance, CFS shall transfer the applicable Equipment to Customer"AS-IS, WHERE-IS" without any representation or warranty whatsoever, except for title, and this Agreement shall terminate with respect to such Equipment. 16. DEFAULT: Any of the following events or conditions shall constitute an Event of Default under this Agreement: (a) Customer fails to pay any Payment within forty-five (45) days (or as otherwise agreed to in a Participating Addendum) of its due date; (b) Any representation or warranty made by Customer in these lease terms or in the Master Agreement is RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 67 2631 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD false or incorrect and Customer does not perform any of its obligations under these lease terms or in the Master Agreement, and this failure continues for forty-five (45) days (or as otherwise agreed to in a Participating Addendum) after CFS has notified Customer; (c) Customer or any Guarantor becomes insolvent or makes an assignment for the benefit of creditors; (d) Any guarantor dies, stops doing business as a going concern, or transfers all or substantially all of such guarantor's assets; or(e) Customer stops doing business as a going concern or transfers all or substantially all of Customer's assets. 17. REMEDIES: If Customer defaults on a lease, then CFS, in addition to, or in lieu of, the remedies set forth in the Master Agreement, and Participating Addendum, may do one or more of the following: (a) Cancel or terminate the Order; (b) Require Customer to immediately pay to Contractor, as compensation for loss of Contractor's bargain and not as a penalty, a sum equal to the Remaining Lease Balance. 18. EXPENSES OF ENFORCEMENT: Customer shall reimburse CFS for all of its out-of-pocket costs and expenses incurred in exercising any of its rights or remedies hereunder or in enforcing any of the terms of this Agreement, including, without limitation, reasonable fees and expenses of attorneys and collection agencies, whether or not suit is brought. If CFS should bring court action, Customer and CFS agree that attorney's fees equal to twenty-five percent (25%) of the total amount sought by CFS shall be deemed reasonable for purposes of this Agreement. 19. ASSIGNMENT: (i) Customer has no right to sell, transfer, encumber, sublet or assign the Equipment or any lease agreement without Contractor's prior written consent(which consent shall not be unreasonably withheld). (ii) CFS may not sell or assign any portion of CFS' interests in the Equipment or any Order for leases, without notice to Customer even if less than all the payments have been assigned. In that event, the assignee (the "Assignee") will have such rights as CFS assigns to them, but none of CFS' obligations (CFS will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set offs that Customer may have against CFS. 20. DATA: Customer acknowledges that the hard drive(s) on the Equipment, including attached devices, may retain images, content or other data that Customer may store for purposes of normal operation of the Equipment("Data"). Customer acknowledges that CFS is not storing Data on behalf of Customer and that exposure or access to the Data by CFS, if any, is purely incidental to the services performed by CFS. CFS does not have an obligation to erase or overwrite Data upon Customer's return of the Equipment to CFS. This section survives termination or expiration of the lease term under the applicable Order. The terms of this section are without limitation of Contractor's obligations with respect to Data under the Master Agreement,the applicable Participating Addendum, and the applicable Order. 21. MAXIMUM INTEREST; RECHARACTERIZED AGREEMENT: No Payment is intended to exceed the maximum amount of interest permitted to be charged or collected by applicable laws, and any such excess Payment will be applied to payments due under the applicable Order, in inverse order of maturity, and thereafter shall be refunded. If the lease under any Order is characterized as a conditional sale or loan, Customer hereby grants to CFS, its successors and assigns, a security interest in the Equipment to secure payment and performance of Customer's obligations under such Order. 22. UCC-ARTICLE 2A: CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT IS INTENDED AS A "FINANCE LEASE" AS THAT TERM IS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE ("UCC 2A") AND THAT CFS IS ENTITLED TO ALL BENEFITS, PRIVILEGES, AND PROTECTIONS OF A LESSOR UNDER A FINANCE LEASE. CUSTOMER WAIVES ITS RIGHTS AS A LESSEE UNDER UCC 2A SECTIONS 508-522. 23. WAIVER OF OFFSET: This Agreement is a net lease. If the Equipment is not properly installed, does not operate as represented or warranted, or is unsatisfactory for any reason, Customer shall make such claim solely against the supplier, dealer, or manufacturer. Customer waives any and all existing and future claims and offsets against any Payments or other charges due under this Agreement, and unconditionally agrees to pay such Payments and other charges, regardless of any offset or claim which may be asserted by Customer or on its behalf. 24. AUTHORITY AND AUTHORIZATION: Customer represents and agrees that (a) Customer is a state or a political subdivision, institution of higher education, or agency of a state; (b) that entering into and performance of the Agreement is authorized under Customer's state laws and Constitution and does not violate or contradict any judgment, law, order, or regulation, or cause any default under any agreement to which Customer is party; and (c) Customer has complied with any bidding requirements and, where necessary, has properly presented this Agreement for approval and adoption as a valid obligation on Customer's part. Upon request, Customer agrees to provide CFS with an opinion of counsel as to clauses (a)through (c) above, an incumbency certificate, and other documents that CFS may request, with all such documents being in a form satisfactory to CFS. 25. GOVERNMENT USE: Customer agrees that the use of the Equipment is essential for Customer's proper, efficient and economic operation, Customer will be the only entity to use the Equipment during the term of this Agreement and Customer will use the Equipment only for Customer's governmental purposes. Upon request, Customer agrees to provide CFS with an essential use letter in a form satisfactory to CFS as to the preceding sentence. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 68 2632 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD ATTACHMENT 2 - CANON MAINTENANCE AGREEMENT Canon MAINTENANCE AGREEMENT Related PO 1 Acquisiitiion Agreement Customer Account: - Customer Account: Purchasing Entity: Purchasing Entity: Address: Address: City: County: City: County: State: Zip: Phone#: State: Zip: Phone#: Contact: Fax#: Contact: Fax#: Email: For each unit of Equipment listed,you shall indicate specific contact and location(if different than above)in the table below or in any Addendum to this Agreement. Maintenance Billing Entity PO Required Meter Read Collection Options Base Charge: ❑ Dealer ❑Canon Financial Services,Inc.("CFS") ❑Yes ❑No Remote Reporting Software unless noted in table below* Per Image Charge: ❑ Dealer ❑Canon Financial Services,Inc.("CFS") PO# Base Charge Billing Cycle Initial Term Coverage Plan ❑Monthly ❑Quarterl ❑Other Months y If adding the Equipment below to existing (min.12) ❑Per Unit ❑Fleet ❑Aggregate an Aggregate,provide either a contract# or serial#under Aggregate. Excess Per Image*Charge Billing Cycle Price Plan Consumables Inclusive Toner Fulfillment Method ❑Monthly y ❑ ❑ ❑ ❑ Customer order unless noted for y ❑Quarterl Other Fixed Toner Other Equipment below** Subject to the terms and conditions of this Agreement,Dealer agrees to service the Equipment listed below or in any Addendum(s)to this Agreement at the charges stated herein or therein.For newly installed Equipment,the Start Date is provided in Para rah 1 of the Additional Terms and Conditions.The Start Date for previously in place E ui ment is Covered Images per unit or Fleet included in Base Charge Per Image Charge in excess of Base Model Serial# All aggregate images should be listed per unit. Covered Images Charge Start Meter per unit Alt B&W Color B&W Color Long Sheet B&W Color Long Sheet or Fleet Meter Method* Contact: Phone#: Fax#: Email: Location: Auto Toner Fulfillment: ❑**(Requires Remote Software) Contact: Phone#: Fax#: Email: Location: Auto Toner Fulfillment: ❑**(Requires Remote Software) Contact: Phone#: Fax#: Email: Location: Auto Toner Fulfillment: ❑**(Requires Remote Software) Contact: Phone#: Fax#: Email: Location: Auto Toner Fulfillment: ❑**(Requires Remote Software) Subtotal from Supplemental Addendum COMMENTS: Subtotal Tax Total RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 69 2633 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD BY YOUR SIGNATURE BELOW,YOU AGREE TO PURCHASE THE MAINTENANCE SERVICES SPECIFIED ABOVE.YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT. Customer's Authorized Signature Printed Name Title Date ADDITIONAL TERMS AND CONDITIONS # 1.MAINTENANCE/TERM /CHARGES. DEALER will keep the Equipment in good working order subject to the terms of this Agreement. Maintenance shall include emergency break fix service, routine preventative maintenance, including inspection, adjustment, parts replacement, drums, and cleaning material required for proper Equipment operation. Maintenance shall start on the date (the"Start Date") of installation for newly installed Equipment(inclusive of standard embedded Firmware). Unless otherwise set forth on the Face Page, Service Charges shall start billing and Customer shall start payment upon the completion of installation. Maintenance Base Charge(s) and Per Image Charge(s) as listed on the Face Page (collectively "Service Charges") are billed for full calendar month periods, with Maintenance Base Charge(s) billed in advance and Per Image Charge(s) billed in arrears. Invoices shall be due and payable within 30 days of the invoice date unless otherwise stated on the invoice. Applicable taxes shall be added to the charges. If Aggregate plan is indicated on the Face Page, the Maintenance Base Charge and the Covered Images listed on the Face Page apply to all of the Equipment listed, unless otherwise indicated.When Fleet Plan is indicated on the Face Page,the Maintenance Base Charge and the Covered Images listed Face Page apply to all of the Equipment ordered schedule and other orders referencing Fleet plan for the Equipment. If the Listed Items on the Face Page are added to an existing Fleet Coverage Plan under a previous transaction or contract between you and DEALER, (i)the fleet shall include the equipment listed under the previous order or contract, and all other order schedules or contracts for which the add to existing fleet option was selected, and (ii) the maintenance term for all Listed Items under this Agreement shall be the same as the maintenance term for all listed items under all such previous orders or contracts. If the Listed Items on an order are added to an existing Aggregate Coverage Plan under a previous order or contract between you and DEALER, the Covered Images shall apply to all of the Equipment on the Face Page, unless otherwise indicated, plus the listed items under previous order(s) or contract(s), and all other orders or contracts for which the add to existing Aggregate Coverage Plan was selected, on an aggregated basis,for so long as the maintenance term for all such listed items continues. If the Per Unit is indicated in the Equipment Maintenance Information Section on an order, the Maintenance Base Charge and the Covered Images listed in each Section of the Face Page shall apply on a per unit basis for the Equipment listed in that Section. Unless otherwise indicated on the Face Page, you authorize DEALER to use networked features of the Equipment and remote reporting software ("Remote Software") to obtain meter readings, receive software updates, activate features/new licenses and transmit use and service data accumulated by the Equipment over your network by means of an HTTPS protocol and to store, analyze and use such data for purposes related to servicing the Equipment, providing reports and product improvement. 2.HOURS OF OPERATION AND ACCESS TO EQUIPMENT. Maintenance shall be performed during DEALER's local regular business hours (8:30 A.M.to 5:00 P.M. Monday through Friday, excluding DEALER holidays). For all Maintenance service calls outside normal business hours, DEALER shall quote you on an as needed basis, but at no time will pricing exceed what listed in the NASPO ValuePoint Master Agreement Price List(s). You shall give DEALER reasonable and safe access to the Equipment and DEALER shall provide labor or routine, remedial and preventive Maintenance as well as remedial parts. DEALER may terminate its Maintenance obligations for any Equipment you relocate to a site outside DEALER's service territory. 3.ITEMS NOT COVERED UNDER MAINTENANCE. Service calls not covered under this maintenance agreement shall be quoted on an as needed basis, but at not time will pricing exceed what is listed in the NASPO ValuePoint Master Agreement("Master Agreement") Price List(s).The following items are NOT covered under Maintenance unless otherwise set forth on the Face Page: (a) all consumable supply items not provided as part of toner inclusive service, including, without limitation, paper, staples, other media, print heads and puncher dies; (b) repairs resulting from factors other than normal use including, without limitation, any willful act, negligence, abuse, accident, disaster(e.g., effects of water, wind, lightning, etc.) or misuse of the Equipment; (c) repairs due to the use of parts, supplies or software which are not supplied by DEALER and which cause abnormally frequent service calls or service problems; (d) repairs to fix problems resulting from service performed by personnel other than DEALER personnel; (e) repairs due to use of the Equipment with non- compatible hardware or software components; electrical power malfunction or heating, cooling or humidity ambient conditions; (f) relocation of Equipment including de-installation and re-installation, which is a separate chargeable service, per the pricing in the Master Agreement; (g) repairs to or realignment of Equipment, and related training, necessitated by changes you made to your system configuration or network environment; (h) work which you request to be performed outside of DEALER's regular business hours; (i) repair of network/system connection device, except when listed on the Face Page; or Q) repairs due to the use of paper/media not in compliance with manufacturer's published specifications. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 70 2634 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 4.CONSUMABLE INCLUSIVE (INCLUDING TONER ABUSE). Consumable Supplies: All consumables are the property of DEALER until used. Consumables Inclusive Maintenance includes replenishment of toner only (unless other consumables are specified on the Face Page and applicable to the unit of Equipment). Toner is supplied for exclusive use with the unit of Equipment for which it is provided. DEALER may terminate the Maintenance under this Agreement if you use the consumables in a different manner. If your use of consumables exceeds the typical use pattern (as determined solely by DEALER) for these items by more than 10% of the published manufacturer specifications for conventional office image coverage, or should DEALER, in its sole discretion, determine that consumables are being misused in any fashion, DEALER may invoice you for such excess usage and you agree to pay for such improper or excess use, provided that DEALER shall not invoice you for excess toner usage as aforementioned unless and until DEALER has first notified you of the excess toner usage, and until you and DEALER have consulted in good faith in an attempt to identify the reason(s) for the excess toner usage and you have had a reasonable opportunity, if practicable, to rectify the excess toner usage. Consumable Inclusive Maintenance is predicated upon deployment of DEALER's remote reporting software, which may include Auto-Toner Replenishment. If expiration dates are indicated on your consumable containers, you shall use the oldest container(s) first. You shall bear all risk of loss, theft or damage to unused consumables, which shall remain DEALER's property and shall be returned promptly upon termination of Maintenance for the applicable unit of Equipment. 5.BILLING / METER COLLECTION. (a.) You agree to provide timely meter readings to DEALER and to comply with the billing procedures designated by DEALER. If DEALER does not receive timely meter readings from you, you agree to pay invoices that reflect DEALER's estimates of meter readings. DEALER reserves the right to verify the accuracy of any meter readings from time to time, and to invoice you for any shortfall in the invoice for the next periodic billing cycle. In accordance DEALER's normal procedures and the meter read option selected;.(b.) You agree that DEALER shall be entitled to acquire meter readings using DEALER's remote reporting software, however if it does not communicate with DEALER for any reason, you agree to timely provide manual meter readings. 6.DEFAULT. You shall be in default of this Agreement if you fail to perform any of your obligations under this Agreement, including making prompt undisputed payments when due. DEALER may withhold service under this Agreement in whole or in part until any delinquent payment is received by DEALER. DEALER may terminate this Agreement in whole or in part upon your default with thirty (30) days notice to you, unless such default is cured by you within the thirty (30) day period. If an overdue payment is disputed in good faith within thirty (30) days after the due date thereof, you shall pay all undisputed amounts and promptly make a good faith effort to resolve such dispute with DEALER. In the event of your default, DEALER may, without limiting its other rights and remedies available under applicable law and this Agreement, require you to pay all charges then due but unpaid, including any applicable late charges or early termination fees as allowed under the Master Agreement. 7.LIMITED WARRANY. All Equipment is provided with a manufacturer's end user limited warranty from Canon U.S.A., Inc. Authorized Dealer is an authorized Canon service dealer and provides warranty service under the Canon U.S.A., Inc. limited warranties. All other Products are provided subject to such end user warranties and license terms as are provided by the manufacturer or developer as packaged or otherwise provided with the Listed Items. Authorized Dealer shall upon your request provide to you copies of all such end user warranties and license. SUCH WARRANTIES, TOGETHER WITH WARRANTIES AS PROVIDED IN THE MASTER AGREEMENT AND THE APPLICBLE NASPO VALUEPOINT PARTICIPATING ADDENDUM, ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES REGARDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THE USE OR PERFORMANCE OF THE PRODUCTS, AND ALL SUCH OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. YOU EXPRESSLY ACKNOWLEDGE THAT SUCH WARRANTIES DO NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE PRODUCTS. &LIMITATION OF LIABILITY. NEITHER AUTHORIZED DEALER NOR CONTRACTOR SHALL BE LIABLE FOR EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF REVENUE OR PROFIT, LOSS, CORRUPTION OR RELEASE OF DATA,FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS,STORAGE CHARGES OR INCIDENTAL,SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF AUTHORIZED DEALER OR CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 71 2635 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD ATTACHMENT 3 - CANON SAMPLE MPS AGREEMENT TERMS AND CONDITIONS 1. TERM. The Managed Print Services ("MPS") shall begin on the Start Date and continue for the initial term specified above. 2. CHARGES.Authorized Dealer agrees that pricing shall remain firm for the initial terms of the Maintenance Agreement. Upon expiration of the initial contract term, or during any renewal period, Dealer reserves the right to increase the pricing upon thirty(30) days prior written notice, based on any changes to the fleet, or services being delivered, provided these changes are outside the scope of the original statement of work, and provided the pricing does not exceed the NASPO ValuePoint Master Agreement("Master Agreement") pricing. If you have selected the Fleet Coverage Plan, the Base Charge, Covered Images and Per Image Charges noted above shall apply to all of the Equipment on the Schedule. If you have selected the Per Unit Coverage Plan, the Base Charge, Covered Images and the Per Image Charges for each unit shall be reflected on the Schedule. 3. PRIOR ASSESSMENT.As part of an initial assessment,Authorized Dealer has performed a network and system discovery analysis of your IT environment in which services are to be rendered under this Agreement.Additionally, as part of the initial assessment, Authorized Dealer has used certain discovery tools to identify the components and conditions of your IT environment. 4. COVERED PRINTERS. This agreement is intended to provide services for your entire fleet of printers; however, certain models of printers may not be eligible for services under this contract due to age, geographic location or other reasons determined by Authorized Dealer. At Authorized Dealer's discretion, the ineligible printers may be placed under a"Standard Plan" and identified on the associated schedule ("Schedule B") and shall only receive toner cartridges and monitoring services. The "Premier" scope of services as defined in Paragraph 7 covers only the printers identified on the associated schedule ("Schedule A" or"Schedule A-MICR"). The parties may agree to add or remove printers from time to time during the Term by mutual execution of an Authorized Dealer MPS Change Order. Customer shall provide Authorized Dealer a standard device configuration sheet showing the start meter reading of the added printer(s) as of the start date of this contract. Otherwise,Authorized Dealer may compute a start reading for the printer(s) utilizing the current meter reading and subtracting an estimated monthly volume per printer, as determined by Authorized Dealer. In the event Customer acquires additional devices subsequent to the start date of this Agreement, the start meter shall be zero. If the quantity of printers changes during the Term from the original quantity listed on Schedule A, Schedule A-MICR or Schedule B, Authorized Dealer reserves the right to adjust the pricing accordingly. 5. YOUR RESPONSIBILITIES.Asa condition precedent to Authorized Dealer's duties: (a) The Printers shall meet the "Fit for Service" requirements outlined in the MPS Customer Expectation Document (CED) and shall be in good working condition on the Start Date (as determined solely by Authorized Dealer in its reasonable discretion.) (b) You shall provide Authorized Dealer with an accurate location and printed configuration page for each printer placed under this Agreement.You shall notify Authorized Dealer if you relocate any printers from the address indicated on Schedule A, A-MICR, B or any related Change Order. (c) You shall use only Authorized Dealer-approved parts and supplies for the Printers. (d) You shall have proper electrical and network connections, install, and use Authorized Dealer approved surge protector where appropriate. (e) You shall provide a Key Operator responsible for designated duties in the operator's manual and insure that the proper supplies are being installed and/or used correctly with the printers. (f) You are solely responsible for security of your electronic and other data. (g) You must install and keep the Data Collection Agent ("DCA") installed on your network for networked devices and locally for non-networked devices throughout the Term of this Agreement. If the DCA does not communicate with Authorized Dealer, you agree to provide manual meter readings upon request. (h) You agree that Authorized Dealer may use estimated meter readings if it does not receive timely meter reading on any Printers covered by this Agreement. (i) You shall utilize the Authorized Dealer ordering procedures for adding or deleting printers and ordering Toner Cartridges. You acknowledge that Authorized Dealer will not deliver services or toner for printers not listed on Schedule A, Schedule A-MICR, Schedule B or any related Change Order until you complete the proper ordering procedure to add the printer to the Agreement. (j) You shall provide timely meter readings for any printer not connected to the DCA for any reason. ADDITIONAL TERMS AND CONDITIONS RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 72 2636 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 6. AUTHORIZED DEALER RESPONSIBLITIES (a) Authorized Dealer may tag each Printer initially listed on Schedule A, Schedule A-MICR or Schedule B with an Authorized Dealer Service tag indicating serial#and Authorized Dealer contact information. (b) Printers listed on Schedule A, A-MICR and B are provided replenishment of Original Equipment Manufacturer ("OEM") or 3rd Party manufactured toner cartridges, as indicated on Page 1, for exclusive use with the Printers specified on Schedule A, A-MICR and B. The pricing in this agreement is based upon 5% toner coverage for black &white and 20% for color letter size pages. You agree that Authorized Dealer may invoice you for excess usage in the event your actual toner usage exceeds these assumptions by more than 10%. Excess toner charges shall be computed using the expected print volume("EPV")minus the actual print volume reported.The EPV=actual number of cartridges shipped x the toner yield per cartridge x 90%.You shall bear all risk of loss,theft or damage to unused toner cartridges provided to you under this Agreement, which shall remain Authorized Dealer's property and shall be returned promptly upon termination of this Agreement. (c) Authorized Dealer may perform an initial walkthrough of Customer locations covered under this Agreement. Customer shall identify each networked and non-networked device to be covered under this agreement.Authorized Dealer will deliver, install, configure and test its network Data Collection Agent("DCA")with your IT staff assistance. Authorized Dealer will provide all technical support, updates and maintenance for the DCA. (d) You acknowledge that Authorized Dealer's ability to deliver the services is dependent upon your full and timely cooperation with Authorized Dealer, as well as the accuracy and completeness of the information provided by you to Authorized Dealer. If, during the initial three (3) months of the Term,the assumptions used to develop the pricing and any related Statement of Work is found to be incorrect or misstated,the parties agree to meet and in good faith negotiate equitable changes in the scope of work and associated charges. You agree to follow the detailed operational procedures and program guidelines,which are explained in the MPS Customer Expectation Document, which you hereby acknowledge, receipt of at the time of executing this agreement. 7. SERVICES. YOU SHALL RECEIVE THE SERVICES DESCRIBED IN THIS PARAGRAPH 7 ONLY FOR THE EQUIPMENT LISTED ON A SCHEDULE A, SCHEDULE A-MICR, CHANGE ORDER FORM A, OR CHANGE ORDER FORM A-MICR. SUCH SERVICES ARE SUBJECT TO THE EXCLUSIONS HERINAFTER DESCRIBED. 8. COVERED SERVICES (a) Authorized Dealer shall provide all routine preventive maintenance, maintenance kits and emergency service necessary to keep the Printers in good working order in accordance with this Agreement and Authorized Dealer's normal practice. Such service shall be performed during Authorized Dealer's local regular business hours(8:00 A.M. to 5:00 P.M. Monday through Friday, except holidays). (b) You shall afford Authorized Dealer full, free and safe access to the Printers to perform on-site service. Authorized Dealer may terminate its maintenance obligations as to any Printers if you relocate it to a site outside Authorized Dealer's authorized service territory. If, in Authorized Dealer's opinion, any Printers cannot be maintained in good working order through Authorized Dealer's routine maintenance services, Authorized Dealer shall, at its option, either (i) substitute comparable Printers or (ii) cancel the balance of any remaining term of this Agreement as to such Printers and refund the unearned portion of any prepaid charges hereunder. Parts replaced or removed by Authorized Dealer in connection with maintenance services hereunder shall become the property of Authorized Dealer and you disclaim any interest therein. 9. NON-COVERED SERVICE. You acknowledge that Authorized Dealer shall not have obligations related to i) overhauls and/or reconditioning of printers; ii) printer user errors; (iii) the alteration, modification or customization of any software controlling, used by, installed on or embedded in the Printers; (iv)the service or repair of devices, accessories, power, data or communication lines or other instruments which are external to or otherwise not a component part of the Printers; (v) hard drive removal or(vi)supplying external communications or data transfer lines, paper or other throughput,staples, cassettes, exit trays or other like items or supplies (other than toner cartridges as defined in section 3) used or consumed in the normal operations of the Printers ("Excluded Items"). The following services, and any other work beyond the scope of this Agreement, shall be invoiced in accordance with Canon's then current contract pricing: (a) replacement of any consumable supply item other than toner; (b) repairs necessitated by factors other than normal use including,without limitation, any willful act, negligence, abuse or misuse of the Printers; the use of parts, supplies or software which are not supplied by Authorized Dealer and which cause abnormally frequent service calls or service problems; service performed by personnel other than Authorized Dealer personnel; transportation of the Printers; accident; use of the Printers with non-compatible hardware or software components; electrical power malfunction or heating, cooling or humidity ambient conditions; (c) re-installation or relocation of Printers; (d) repairs to or realignment of Printers, and related training, necessitated by changes you made to your system configuration or network environment; RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 73 2637 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD (e) repairs or service required because of inadequate operation of the Printers (e.g., Authorized Dealer technician is dispatched to rectify a problem described in the operator manual); and (f) work that you request to be performed outside of Authorized Dealer's regular business hours. 10. DATA. You acknowledge that the hard drive(s) on the Equipment may retain images, content or other data that you may store for purposes of normal operation of the Equipment ("Data"). You acknowledge that Authorized Dealer is not storing Data on your behalf and that exposure or access to the Data by Authorized Dealer, if any, is purely incidental to the services performed by Authorized Dealer. You are solely responsible for the Data. The Canon branded Equipment contains various security features that you can utilize. Upon your request, Authorized Dealer will work with you to provide information regarding your options and offer services to assist you. Please note that Canon offers basic data security options free of charge; however, other optional services may have an additional cost associated. The terms of this Section shall solely govern as to Data, notwithstanding that any provisions of this Agreement or any separate confidentiality or data security or other agreement now or hereafter entered into between you and Authorized Dealer could be construed to apply to Data. 11. TERMINATION. Either party may terminate this Agreement,with or without cause, by providing thirty(30)days written notice to the other party. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 74 2638 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD ATTACHMENT 4- CANON SAMPLE MPS CUSTOMER EXPECTATIONS DOCUMENT 1. Introduction. This Customer Expectation Document is designed to provide details related to the Canon Managed Print Services (`MPS") Program and to answer commonly asked questions. The terms and conditions of the MPS program can be found in the associated Managed Print Services Agreement. 2. Program Objectives. The MPS program is designed to help organizations achieve business efficiencies and cost savings through better management and administration of print environments. Our unique consulting process contemplates collaboration with our customers to identify areas for print optimization, increased productivity and cost savings. Critical to this process is the availability of print volume data from all sources within the print enterprise. The success of the program is dependent on uninterrupted communication with the printers or alternative sources of data capture in order for Authorized Dealer to perform the services and provide accurate and timely billing under the agreement. 3. Initial Contract Set-up a) Start Date. The contract becomes effective approximately 10 days after the Customer executes the MPS Agreement accompanied by a complete listing of the covered Printers on Schedule A and Schedule B, if applicable. This allows Authorized Dealer ample time to prepare its systems to accept customer calls and begin to provide services. b) Initial Printer Listing. Schedule A and B contain all relevant information on each printer initially covered under the MPS Agreement. Printers listed in Schedule B will only be eligible for toner fulfillment and monitoring services. The Customer is responsible for discovering and identifying the required information for all printers to be covered under this agreement. Although Authorized Dealer software tools may help discover devices based on detection of activity, idle units and units with no network connection may not be detected during this discovery process. In the event a customer identifies additional equipment which was mistakenly excluded from the original schedules, additional printers can be added using the Change Order form along with a printed configuration page for each printer added and made retroactive to the start date. Customers who call for services or toner for units not yet added to the contract may be told their printer is not covered since it will not appear in the Authorized Dealer system. c) "Fit for Service"Requirements. Prior to the start of the contract, the following must be confirmed: i. Each printer must have a minimum of 25% toner remaining in the cartridge; ii. Each printer must have a minimum of 25% life remaining for other consumable maintenance items (fuser kit, maintenance kit, drums); iii. Any printer displaying a service or supplies alert (error codes, low consumables, etc.) or demonstrating a technical or performance issue (regardless of alert status) must have the condition corrected; iv. Any printer with an image quality issue must have the condition corrected; and V. Any printer inadvertently placed on an MPS contract that does not meet"Fit for Service" requirements, must have the issues promptly remediated or the Printer must be removed from the MPS contact. d) Customers can contact Authorized Dealer Customer Service (see Section 5 below) to purchase the required consumable items (toner cartridge, maintenance kit, fuser kit, drum, etc.) and/or request a service call to remediate technical issues, so the printer can be added to an MPS contract. e) Tagging. Each printer initially covered under the agreement may be tagged with an Authorized Dealer Service tag by an Authorized Dealer representative. The tag includes the serial#of the printer, the phone#for service and supplies and other relevant information. The tag should not be removed from the printer during the term of the agreement. Authorized Dealer may mail tags to the customer for placement on the printers for machine additions or remote locations during the term of the contract. f) Installation of DCA Software. Authorized Dealer will work with the Customer's IT staff to perform the initial installation of the Data Collection Agent("DCA") software for networked devices. Additionally, Authorized Dealer may assist the Customer's IT staff to push the local client version of the DCA software for use with any non- networked printers. It is the Customer's responsibility to keep the DCA installed during the term including any reinstallation that may be required because of change in the Customer's infrastructure or environment. 4. Ordering Procedures a) Toner. Printer toner cartridges may be ordered from Authorized Dealer by either calling Customer Service or by placing an on-line order (if applicable). Customers who wish to use on-line ordering must first register through Authorized Dealer's on-line customer portal. Customers will be asked to provide the related serial#or asset tag# located on the asset tag placed on the printer. The maximum toner order is limited to one (1) cartridge per serial#. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 75 2639 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD Authorized Dealer Reserves the right to limit toner shipments based upon print volume/utilization. Canon's Managed Print Services program does not contemplate the provision of"shelf stock" at Customer locations. Customers that require extra toner stored onsite may purchase shelf stock by contacting Customer Service (see Section 5 below). b) Service Calls. Requests for repair may be placed by either calling Authorized Dealer's Dispatch Center or by placing a service request on-line within the Authorized Dealer's on-line customer portal (if applicable). c) Add/Remove.Additions or deletions of printers covered under the MPS Agreement are made by executing and submitting an MPS Change Order form indicating the pertinent information on the specific units being added or removed from the agreement or submitting such request on-line within the customer portal (if applicable). Additionally, Customers must provide a printed configuration page from each added or removed unit that provides Authorized Dealer necessary meter, quality and other information necessary to make the change effective. Please note that changes to the printer fleet configuration may impact the price per copy reflected in the contract on a prospective basis. 5. Customer Service. For any questions or contract changes, please reference the following contact information: Email: Phone: 6. Relocations. If Customers relocate any printers under the agreement, they must promptly notify Authorized Dealer in order to change the location information in the Authorized Dealer database. Customers are responsible for de-installing and reinstalling all relocated printers including installation of the DCA in order to keep the printers communicating with Authorized Dealer. Please note that printers relocated outside of Authorized Dealer's Servicing geography may not be eligible to be covered under this agreement. 7. Meter Collection. The MPS program is designed to automatically collect periodic meter readings from the printers covered under this agreement using the DCA software program. The DCA program is initially installed on the Customer network for connectivity to networked printing devices. A local DCA program must be installed on individual networked computers in order to communicate with non-networked printers. It is extremely important to keep the DCA software connected in order for Authorized Dealer to capture information in order to provide the services under the MPS Agreement. Customers are responsible to maintain this critical connection that may require reinstallation of the local DCA software when upgrading, replacing or repairing related computers. 8. Fixed Volume. If Authorized Dealer does not receive timely meter readings from the DCA software or alternatively from the Customer through other means of communication, Authorized Dealer will estimate the usage on the related devices utilizing predetermined average monthly volume information, which are based on Authorized Dealer standard usage rates by model. 9. Toner Usage Reconciliation.The MPS program includes replenishment of toner cartridges based upon toner page coverage of 5% for black toner and 20% for color toner. Customers who print images with more toner average coverage should expect to pay additional charges. Toner usage reconciliation is done separately for black toner, color toner, and MICR toner. Please see the reconciliation example below: Toner Manufacturer Yield per Cartridge 3,000 #of Cartridges shipped to Customer* x 10 Manufacturer Expected Print Volume 30,000 Extra 10% provided by Authorized Dealer 3,000 Authorized Dealer Expected Print Volume 27,000 Actual Print Volume 25,500 Volume Reconciliation 1,500 Price per Page x .0200 Toner Usage Reconciliation Charge $30.00 * Note 1: Certain cartridges for the same models may contain different manufacturer yields. * Note 2: Cartridge yield associated with "Unused Toner Cartridges" (see definition in Section 12 below) purchased from Authorized Dealer for purposes of"shelf stock" may be considered during toner reconciliation, when the Actual Print Volume exceeds the Authorized Dealer Expected Print Volume. 10. Quarterly Review Process. Customers are entitled to a quarterly review discussion to review expectations, charges, print volume data and recommendations for further optimization of the print environment. 11. Renewal and End of Term Process RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 76 2640 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD a) The MPS agreement will not automatically renew. If the Customer wishes to renew, then Authorized Dealer shall promptly provide a renewal quote for the renewal period. Upon mutual agreement, a new agreement shall be executed for the renewal term. b) If the Customer does not choose to renew, the Customer may return unused toner cartridges within 30 days of the end of term and Authorized Dealer will adjust the#of cartridges shipped for computing the final toner reconciliation described above. c) Customers must contact Authorized Dealer's Customer Service to obtain return instructions and return authorization # prior to mailing the returned supplies back to Authorized Dealer. In the event Authorized Dealer is unable to obtain a final meter reading from the DCA or other reasonable means,Authorized Dealer will estimate the final meter reading using customer volume history or utilizing the Authorized Dealer standard usage rates by model. 12. Unused Toner Cartridges. Unused toner cartridges are defined as the original items shipped to Customers, which: a) were provided to the Customer by Authorized Dealer; b) are in the original box, which is unopened and undamaged; c) the contents (toner cartridges) are sealed and undamaged; and d) are deeded resalable, in Authorized Dealer's sole discretion. 13. Restocking Fee. A restocking fee of 10 percent (10%) of the MSRP value shall be charged for all unused toner cartridges returned to Authorized Dealer, unless the returned cartridge is deemed defective or the restocking fee is prohibited by law. 14. Toner Availability.Authorized Dealer shall use commercially reasonable efforts to procure toner cartridges for the printer(s) covered by the MPS contract. In the event OEM toner is no longer readily available (discontinued by the manufacturer, restricted distribution, exhausted inventory, etc.) Authorized Dealer shall, at its option, either (i) substitute OEM cartridges with compatible (3rd party) toner cartridges, or (ii) substitute comparable printer(s) at your expense, or (iii) cancel the balance of any remaining term of the MPS contract for the affected printer(s) and refund the unearned portion of any prepaid charges associated with the printer(s). RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 77 2641 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD ARTICLE II DCA Software&Technical Requirements Authorized Dealer must utilize data collection software to provide services under this agreement.Authorized Dealer is responsible to maintain the software, provide updates when necessary, and assist with the initial installation as necessary. The detailed technical information with respect to the Data Collection Agent (DCA) is as follows: The DCA collects usage data on Products from predefined Management Information Bases (MIBs), using Simple Network Management Protocol (SNMP). For greater security,the DCA initiates communication solely with the Authorized Dealer Data Repository. Communication sessions are conducted via HTTPS (port 443), the universal standard in secure transactions. The DCA sends and receives data in a single hourly session. Authorized Dealer does not provide root access or local edit access to the DCA and Authorized Dealer does not permit scripts to be run against the DCA. Customers must provide the following technical information in conjunction with the implementation of the Canon Managed Print Services program. This information is required specifically for the expressed purposes of configuration and implementation of the DCA. Requirements and details below may be subject to change based on modifications to the existing software or a change to the DCA software being utilized. INFORMATION DCA Server(must be able to access all subnets with devices under contract) Hostname IP Address Default Gateway Fully Qualified Domain Name DNS Server (primary and secondary) Subnet Mask Network Subnet Range(s) Proxy(if applicable) Proxy Name Port Number Username/Password (if required) SNMP Public (READ) Any non-public SNMP community strings CONFIGURATION In addition to the information above to function properly, the DCA requires the following network configuration Port 80 TCP (outbound access) Port 443 TCP (outbound access) SNMP (access to all subnets with devices on contract) Port 161 UDP (access to all subnets with devices on contract) ADDITIONAL PORTS REQUIRED FOR MDS CLOUD CC AGENT F Port 427 UDP (outbound access) F Port 47545 UDP (outbound access) (Canon Devices) L Port 47546 TCP (outbound access) (Canon Devices) L Port 9007 TCP (outbound access) (Canon Devices) L Port 50700 UDP (inbound access) (Canon Device event notifications) L Port 11427 UDP (inbound access) (Canon Device power status notifications) L Port 44301 TCP (inbound access) (Open CC Agent dashboard on network) HARDWARE Hardware: Non-dedicated server powered on 24 hours a day, 7 days a week Network Card: 100mbit or higher RAM 512 MB or higher Internet connected browser ADDITIONAL HARDWARE REQUIRED FOR MDS CLOUD CC AGENT RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 78 2642 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD L Dual Core CPU 2.OGHz or faster L RAM 4GB or more Recommended 8GB or more F Available Storage 8GB or more Recommended 35GB or more SOFTWARE Computers where the DCA will be installed must meet the following software requirements: Windows 7, 8, 10, Server 2008 R2, Server 2012, Server 2016 or higher and .NET Framework 3.5 SP1 Including .NET 3.0 and 2.0 Feature enabled Virtualization software support: The following virtualization software will support the installation: Microsoft Virtual Server 2005 VMware GSX ADDITIONAL SOFTWARE REQUIRED FOR MDS CLOUD CC AGENT L Virtual Environments: VMware vSphere v6.0/v6.5 Microsoft Hyper-V: Windows Server 2008 R2/Server 2012/Server 2012 R2 F NET Framework 4.5.2 or higher: Ilht1ij2, //WWW 1111ic iros ft c oini w:?.in U //iowu lload/d ta,ii,ll� F IIS 10.0 Express ht1j2&//www unluCI'0130fl C0111/w"11.:.w� null as,p� ° 5 'F SQL Server Express 2014 SP2 or higher: Ilitllill'�`w,//w�ww�ww�w Ii11u� uw�����fIi � ��u�i,/w?u�... !"n„/���www�'uwll��a��/��w tl, ,u,�1 !.. COLLECTION INTERVALS FOR MDS CLOUD CC AGENT L Errors and alerts—Every 5 minutes while not in sleep mode L Consumable Supplies (Toner& Paper levels) —Every 60 minutes while not in sleep mode L Counters—Every 8 hours DATA TRANSMISSION The DCA transmits small amounts of data to the central serer. This data includes only statistical and alert condition information. NO IMAGE DATA IS TRANSMITTED. The following data estimates are provided to assist in the assessment of network impact. DCA scan, blank IP: 5.2KB DCA scan, 1 printer: 7.2KB DCA scan, 1 printer, 254 local IP addresses: 96KB DCA scan, network of 15 printers, 254 local IP addresses: 125KB RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 79 2643 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD ATTACHMENT 5 - CANON DIGITAL PRESS PRODUCTION AND LARGE FORMAT EQUIPMENT MASTER SERVICES AGREEMENT TERMS AND CONDITIONS This Attachment includes additional terms and conditions that apply to Maintenance Agreements for Purchasing Entities(referred to as"Customer" herein)for Oce Production Equipment and Large Format Equipment(referred to as "Equipment" herein). In the event of a conflict between the Canon Maintenance Terms and Conditions set forth in Attachment 2 and the terms and conditions in this Attachment 5, the terms and conditions in this Attachment 5 shall govern. 1. Installation and Site Preparation 1.1 Authorized Dealer shall install the Equipment at the location identified on the applicable Schedule ("Equipment Location"). Installation shall be deemed complete when the Equipment has been installed and is ready for commercial operation. Customer shall furnish a suitable installation site in accordance with Authorized Dealer's power, environmental, and other requirements. All site preparation, including appropriate space requirements, electrical wiring, air conditioning, required venting or special duct work and necessary permits or approvals, is Customer's responsibility. 1.2 For Software installed at a Customer location, installation shall be determined complete when the Software has been installed and is ready for commercial operation. For all of the Software, installation shall be deemed complete when Customer is provided instructions on how to access and/or download the Software. 2. Supplies Customer is entitled to the amount of toner/supplies which, on average, covers six percent (6%) of the letter size media unless another coverage rate is specified in an Order. Unless otherwise agreed to in an Order, for cutsheet color products, Customer is entitled to the amount of toner/supplies which, on average, covers ten percent (10%) of the letter size media per color (black counts as a color). Unless specifically agreed to in an Order, supplies do not include staples. Reconciliation for overuse of toner/supplies shall be invoiced to and paid by Customer at the rates in effect at the time of such reconciliation, and will be calculated based on coverage/use. 3. Maintenance 3.1 Equipment Support: Authorized Dealer shall provide Customer: (a) Authorized Dealer's standard preventive maintenance services ("PM's"), including labor and replacement parts to be provided Monday—Friday during Authorized Dealer's standard business hours (the length and frequency of periods of time required for preventive maintenance will be determined by Authorized Dealer); (b) corrective maintenance coverage as indicated on the applicable Schedule, including labor and replacement parts (service on Authorized Dealer holidays is available with advance notice to Authorized Dealer and Authorized Dealer shall bill Customer at its then current hourly rates for holiday service) provided that repairs can be performed in the field; and (c) engineering changes, including safety changes, deemed necessary by Authorized Dealer. Preventive maintenance includes testing, adjusting, cleaning and replacement of components scheduled in accordance with the Equipment service specifications. PM's performed on weekends, holidays or between 5PM and 8:OOAM (at Customer's request) will be billed at Authorized Dealer's holiday rates according to the Master Agreement Price Lists. If Customer refuses to permit installation of a safety change or removes one already installed, Authorized Dealer may discontinue maintenance support services for all Equipment until the hazard has been corrected. All defective parts removed during maintenance shall become the property of Authorized Dealer. Parts used for repair may be used or remanufactured in accordance with manufacturer's specifications. The Equipment may contain software that allows Authorized Dealer to access the Equipment remotely ("Remote Software"). In such cases, Customer authorizes Authorized Dealer to use the Remote Software to (i) receive software updates and transmit use and service data accumulated by the Equipment over Customer's network by means of an HTTPS (or other) protocol and (ii) store and analyze such data solely for Authorized Dealer's own purposes related to servicing the Equipment and for product improvement. 3.2 Customer shall: (a) provide Authorized Dealer full, free and safe access, subject to Customer's safety and security regulations, to the Equipment for performance of maintenance as deemed necessary by Authorized Dealer; (b) allow Authorized Dealer to store reasonable quantities of maintenance equipment and/or parts on Customer's premises; (c) provide a suitable environment for the Equipment in accordance with manufacturer's environmental requirements; and (d) inform Authorized Dealer promptly of any operating problems 3.3 Remote Help Desk Support (applicable to cut sheet printers and Software under 5x8 service coverage) If Customer purchases "Remote Help Desk Support", then the following terms are applicable: (a) Authorized Dealer provides Remote Help Desk Support via telephone, to access Authorized Dealer Support Specialists for operator questions, installation support, explanation of maintained software features and RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 80 2644 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD functionality, network connectivity questions, and other support issues ("Remote Support"). Remote Support is available Monday—Friday 8:OOAM to 8:OOPM EST, excluding holidays. By purchasing Remote Support, Customer has unlimited access to the help desk. (b) Authorized Dealer will provide Remote Support to those Customer employees who have been issued an ID code providing email/telephone access to the Authorized Dealer Software Support Center. Customer shall be responsible for controlling ID code access and for any unauthorized use of ID codes. ID codes are non- transferable. 3.4 Services for Additional Charge (a) The services listed in this Section are not included as part of Authorized Dealer's remedial or preventive maintenance services: Services for repair of Equipment (including the inkjet heads in Authorized Dealer's printers or the fuser rollers in Authorized Dealer's continuous feed printers) or replacement of parts (including the inkjet heads in Authorized Dealer's printers or the fuser rollers in Authorized Dealer's continuous feed printers ) caused or made necessary, in Authorized Dealer's reasonable discretion, in whole or in part, by: (i) Customer's failure to continually provide a suitable environment in accordance with Authorized Dealer's requirements; (ii) neglect, misuse, or use of the Equipment for purposes other than for which it was designed, or failure to operate the Equipment in accordance with Authorized Dealer's or manufacturer's operating instructions or within manufacturer's specifications; (iii) accident, disaster, including effects of water, wind, lightning, or transportation; terrorism, vandalism or burglary; (d) alterations of Equipment, including any deviation from Equipment design, unless previously authorized in writing by Authorized Dealer; (iv) attachment(s)to the Equipment, including connection of devices not supplied by Authorized Dealer, which cause the Equipment to malfunction, unless previously authorized in writing by Authorized Dealer; (v) Customer's failure to perform or its failure to correctly perform the normal duties of Customer's operators; (vi) the use of any non-Authorized Dealer parts, toner, developer or inks; (vii) the use of forms not in compliance with Authorized Dealer's paper specifications; (viii) maintenance or repair services performed by Customer or a third party without written authorization from Authorized Dealer; or(ix) pre or post processing Equipment disconnected from the printing system to which it was originally installed unless previously authorized in writing by Authorized Dealer. If in Authorized Dealer's reasonable discretion, Equipment has been rendered un- repairable,then Authorized Dealer may refuse to render services under this Agreement and may terminate the appropriate Schedule. (b) If repairs or replacements as set forth above are needed due to the causes listed in (a) above, Authorized Dealer's prices to provide any such repair or replacement will: (i) use the published hourly NASPO ValuePoint Master Agreement service rates and minimum charges for the service time, which includes travel and waiting time; (ii) use the current parts and material prices; and (iii) travel expenses. All repairs will be governed by the terms of this Agreement, however, Authorized Dealer reserves the right to decline to perform such services. (c) Authorized Dealer may withdraw any item of Equipment from maintenance coverage (i) if such Equipment has been removed from the Equipment Location and Authorized Dealer does not offer maintenance services at the new Equipment location; or(ii) if Authorized Dealer declares end of life for such Equipment, and then only with at least ninety (90) days prior written notice. Customer shall pay monthly service charges up to the date of termination. For any prepaid amounts, Authorized Dealer shall refund or credit the pro rata amount of the remaining term from the effective date of termination. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 81 2645