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Item F32
C uRr 0'. .,Do@ .. ao a- CV104... -P Kevin Madok, cpA go 4 ;Q�;,,�.....!..•�w Clerk,of the Circuit court&Comptroller—Monroe County, Florida Z C DATE: December 17, 2021 TO: Mark Gongre Safety&Security Administrator FROM: Pamela G. Hancoa&.VC. SUBJECT: December 8'BOCC.Meeting Attaclied is an electronic copy of the following item for your Bundling: C8 Master Agreement with Safeware, Inc. to provide public safety and security systems at County buildings as needed, pursuant to Board direction from the results of the Facility Security Vulnerability Assessment previously conducted; and granted approval and audiol U* ed execution of Task Orders 1 and 2, totaling$671,812.48 with Safeware, Inc., to *install access control and video systems at two County workplaces as part of the County building security plan. Should you have any questions please feel free to contact me at(305) 292-35500 cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3 117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 38040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305-852-7145 MASTER AGREEMENT FOR THE PURCHASE AND INSTALLATION OF PUBLIC SAFETY AND SECURITY SYSTEMS This Agreement ("Agreement") made and entered into this 8th day of December, 2021 by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "COUNTY," through the Monroe County Board of County Commissioners ("BOCC"), AND Safeware, Inc., a Foreign Limited Liability Company of the State of Florida,whose principal address is 4403 Forbes Blvd. Lanham, MD 20706 its successors and assigns, hereinafter referred to as "Safeware" or"CONTRACTOR", WITNESSETH: WHEREAS, the COUNTY is in need of Public Safety, Preparedness, Safety Equipment and Solutions; and WHEREAS, County staff has researched various products and services offered for this purpose and has determined the best option to meet the County's needs is an equipment and services solution represented by Safeware; and WHEREAS, CONTRACTOR has agreed to provide public safety, preparedness, safety equipment and solutions at various Monroe County faciliites designed for security in general including access control. The services shall include computing hardware, software and field equipment, installation and configuration of a turn-key system, including labor; and WHEREAS, this Agreement will be utilizing competitively bid contracts and pricing through U.S. Communities, part of OMNIA Partners, a cooperative purchasing organization for public sector procurement; and WHEREAS, Safeware has two contracts available for use through Omnia Partners, both for which are for Public Safety, Preparedness, Safety Equipernent and Solutions. One of the contracts is through Fairfax County, Virginia for Public Safety, Preparedness, Safety Equipment and Solutions (Safeware Master Agreement Contract #4400008468; effective 10/1/18 to 9/30/23 with option to renew for five (5) years through 9/30/28) and the other one is through Port of Portland, Oregon (Safeware Contract # 159469, effective April 1, 2021 through April 1 2026 with option to renew for two additional one-year periods through April 1, 2028); and WHEREAS, the Fairfax County agreement and the Port of Portland agreement were issued by local government entities on behalf of themselves but are also available to other state and local government entities, and Monroe County wishes to take advantage of one or both. Page 1 of 18 NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows: FORM OF AG REEM ENT ARTI C L E 1 1.1 REPRESENTATIONS AND WARRANTIES By executing this Agreement, CONTRACTOR makes the following express representations and warranties to the COUNTY: 1.1.1 The CONTRACTOR shall maintain all necessary licenses, permits or other authorizations necessary to act as CONTRACTOR for the Project until the CONTRACTOR'S duties hereunder have been fully satisfied; 1.1.2 The CONTRACTOR has become familiar with the site(s) and the local conditions under which the Project is to be completed. 1.1.3 The CONTRACTOR shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed and shall be in conformity and comply with all applicable law, codes and regulations. The CONTRACTOR warrants that the documents prepared as a part of this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information; 1.1.4 The CONTRACTOR assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 1.1.5 The CONTRACTOR'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. In providing all services pursuant to this agreement, the CONTRACTOR shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the CONTRACTOR. 1.1.6 At all times and for all purposes under this agreement the CONTRACTOR is an independent contractor and not an employee of the Board of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the CONTRACTOR or any of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 1.1.7 The CONTRACTOR shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting Page 2 of 18 employment under this agreement or with the provision of services or goods under this agreement. ARTICLE II SCOPE OF BASIC SERVICES 2.1 DEFINITION CONTRACTOR'S Scope of Basic Services consist of those described in Attachment A. From time to time the County shall Task Orders for those services described in Attachment A and the CONTRACTOR shall perform services as described in individual Task Orders in accordance with the terms and conditions outlined in this Agreement and the specific Task Order. 2.3 NOTICE REQUIREMENT All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONTRACTOR. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage pre-paid, to the COUNTY by certified mail, return receipt requested, to the following: Bryan Cook Employee Services Director Historic Gato Cigar Factory 1100 Simonton Street, Suite 2-268 Key West, FL 33040 And: Alan MacEachern IT Director Monroe County BOCC Information Technology 102050 Overseas Highway, MM 102.5 Key Largo, FL 33037 And: Mr. Roman Gastesi, Jr. Monroe County Administrator 1100 Simonton Street, Room 2-205 Key West, Florida 33040 For the CONTRACTOR: Peter Van Kirk 4403 Forbes Blvd. Lanham, MD 20706-4328 ARTICLE III ADDITIONAL PRODUCTS AND SERVICES 3.1 Additional products and services are those products and services not included in the Scope of Basic Services. Page 3 of 18 3.2 If Additional Services are required the COUNTY shall issue a letter requesting and describing the requested products and services to the CONTRACTOR. The CONTRACTOR shall respond with a fee proposal, in accordance with the competitive pricing for the two contracts shown as Attachment A, to provide the requested products and/or to perform the requested services. Only after receiving a Task Order for the additional services issued by the COUNTY shall the CONTRACTOR proceed with the Additional Services. Any such Task Order must be funded and approved by the Board of County Commissioners. ARTICLE IV COUNTY'S RESPONSIBILITIES. 4.1 The COUNTY shall provide complete and accurate information and cooperation regarding requirements for the Project including access to county offices and facilities. 4.2 The COUNTY shall designate a representative to act on the COUNTY's behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to request for information submitted by the CONTRACTOR in order to avoid unreasonable delay in the orderly and sequential progress of the CONTRACTOR'S services. 4.3 Prompt written notice shall be given by the COUNTY and the CONTRACTOR's representative if either become aware of any fault or defect in the Project or non- conformance with the Agreement Documents. Written notice shall be deemed to have been duly served if sent pursuant to paragraph 2.3. 4.4 The COUNTY shall furnish required information and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONTRACTOR'S services. 4.5 The COUNTY's review of any information or documents prepared by the CONTRACTOR or its subcontractors shall be solely for the purpose of determining whether such information or documents are generally consistent with the COUNTY's criteria for the Project. No review of such information or documents shall relieve the CONTRACTOR of responsibility for the accuracy, adequacy, fitness, suitability or coordination of its work product. ARTICLE V INDEMNIFICATION AND HOLD HARMLESS 5.1 The CONTRACTOR covenants and agrees to indemnify and hold harmless COUNTY/Monroe County and Monroe County Board of County Commissioners, its Page 4 of 18 officers and employees from liabilities, damages, losses and costs, including but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of the CONTRACTOR, subcontractor(s) and other persons employed or utilized by the CONTRACTOR in the performance of the contract. 5.2 The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. 5.3 In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONTRACTOR'S failure to purchase or maintain the required insurance, the CONTRACTOR shall indemnify COUNTY from any and all increased expenses resulting from such delays. 5.4 This indemnification shall survive the expiration or early termination of the Agreement. ARTICLE VI PERSONNEL 6.1 PERSONNEL The CONTRACTOR shall assign only qualified personnel to perform any service concerning the project. ARTICLE VII COMPENSATION and TERM 7.1 COMPENSATION BASED ON SPECIFIED RATES 7.1.1 The COUNTY shall pay the CONTRACTOR monthly in current funds for the CONTRACTOR'S performance of this Agreement based on quotations for each project, each of which shall be based on the competitively bid pricing used for the contracts shown in Attachment A, and each of which shall be incorporated in each Task Order issued by the COUNTY. 7.2 PAYMENTS 7.2.1 For its assumption and performances of the duties, obligations and responsibilities set forth herein, the CONTRACTOR shall be paid monthly. Payment will be made pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes. (A) If the CONTRACTOR'S duties, obligations and responsibilities are materially changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONTRACTOR shall be equitably adjusted, either upward or downward; Page 5of18 (B) As a condition precedent for any payment due under this Agreement, the CONTRACTOR shall submit monthly, unless otherwise agreed in writing by the COUNTY, a proper invoice to COUNTY requesting payment for services properly rendered. The CONTRACTOR'S invoice shall describe with reasonable particularity the service rendered. The CONTRACTOR'S invoice shall be accompanied by such supporting documentation or data in support of expenses for which payment is sought that is acceptable to the Clerk based on generally accepted account principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. 7.3 BUDGET AND REIMBURSEABLE EXPENSES 7.3.1 The CONTRACTOR may not be entitled to receive, and the COUNTY is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year (October 1 - September 30) by COUNTY's Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the COUNTY's Board of County Commissioners. 7.3.2 The COUNTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. 7.3.3 It is anticipated that no reimbursable expenses will be incurred by the CONTRACTOR. Expenses will only be reimbursed if authorized by the County in writing in advance and to the extent and in the amount authorized by Section 112.061, Florida Statutes. 7.4 TERM OF AGREEMENT The term of this Agreement shall begin on the date executed by both parties ("Effective Date") and shall continue while either of the two contracts attached as Attachment A is still in force and effect, after which this Agreement will expire. ARTICLE VIII 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 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 Page 6 of 18 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 Florida Statute 440. B. Employers Liability Insurance with limits of$1,,000,000 per Accident, $1,,000,000 Disease, policy limits, $1,,000,000 Disease each employee (See Form WC!3). C. General Liability Insurance, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the CONTRACTOR or any of its employees, agents or subcontractors or subcontractors, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement with $1,000,000 Limits (See Form GL3). An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract. D. Vehicle Liability Insurance of $1,000,000 limits. (See Form VL3.) E. Cyber Liability Insurance to include the following coverages: Data Breach, Network Security Liability, Internet Media, Network Extortion, regulatory Proceedings, PCI Fine and Cost. The minimum limits acceptable is: $1,000,000. (See Form CL1) 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. Page 7 of 18 ARTI C L E IBC MISCELLANEOUS 9.1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 9.2 SUCCESSORS AND ASSIGNS The CONTRACTOR shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and the CONTRACTOR, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 9.3 NO THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 9.4 TERMINATION A. In the event that the CONTRACTOR shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five days written notification to the CONTRACTOR. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty (50) days written notice of its intention to do so. C. Termination for Cause and Remedies: In the event of breach of any contract terms, the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate this agreement for cause with CONTRACTOR should CONTRACTOR fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the COUNTY shall provide CONTRACTOR with five (5) calendar days' notice and provide the CONTRACTOR with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract; however, the COUNTY reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to CONTRACTOR shall not in any event exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for Page 8 of 18 breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. D. Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time, upon sixty (60) days' notice to CONTRACTOR. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. The maximum amount due to CONTRACTOR shall not exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. E. For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. F. For Contracts of $1 000,000 or more, if the County determines that the Contractor/Consultant submitted a false certification under Section 287.135(5), Florida Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, the County shall have the option of(1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 9.5 CONTRACT DOCUMENTS This contract consists of this Agreement, the contracts attached as Attachment A, any Requests for Proposals (issued by the lead agencies under OMNIA Partners), any addenda, the Form of Agreement (Articles I-IX)/This Agreement, the CONTRACTOR'S response to the RFP, the documents referred to in the Form of Agreement as a part of this Agreement, and modifications made after execution by written amendment. In the event of any conflict between any of the Contract documents, this Agreement will control or alternatively the one imposing the greater burden on the CONTRACTOR will control. 9.6 PUBLIC ENTITIES CRIMES A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the Page 9 of 18 construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONTRACTOR represents that the execution of this Agreement will not violate the Public Entity Crimes Act(Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONTRACTOR further represents that there has been no determination, based on an audit, that it or any subCONTRACTOR has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CONTRACTOR has been placed on the convicted vendor list. CONTRACTOR will promptly notify the COUNTY if it or any subcontractor or subCONTRACTOR is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. 9.7 MAINTENANCE OF RECORDS CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of five years from the final payment or termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the final payment or termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONTRACTOR, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 9.8 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and CONTRACTOR agree that venue shall lie in the 1611 Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Page 10 of 18 9.3 SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 9.10 ATTORNEYS FEES AND COSTS The COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. 9.11 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. 9.12 AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 9.13 CLAIMS FOR FEDERAL OR STATE AID CONTRACTOR and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement. Any conditions imposed as a result of funding that effect the Project will be provided to each party. 9.14 ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. This provision does not negate or waive the provisions of paragraph 9.4 concerning termination or cancellation. Page 11 of 18 9.15 COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONTRACTOR agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 9.16 NONDISCRIMINATION CONTRACTOR and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONTRACTOR or COUNTY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title 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 handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VI I I of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 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) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 9.17 COVENANT OF NO INTEREST CONTRACTOR and COUNTY covenant that neither presently has any interest, and shall not acquire any interest,which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 9.18 CODE OF ETHICS Page 12 of 18 COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. In accordance with Section 5 (b) Monroe County Ordinance No. 010-1990, CONTRACTOR warrants that he/it had not employed, retained or otherwise had act on his/its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 020-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee." 9.19 NO SOLICITATION/PAYMENT The CONTRACTOR and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 9.20 PUBLIC ACCESS. Public Records Compliance. CONTRACTOR must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and CONTRACTOR in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR . Failure of the CONTRACTOR to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The CONTRACTOR is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the CONTRACTOR is required to: (1) Keep and maintain public records that would be required by the County to perform the service. Page 13 of 18 (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the CONTRACTOR does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the CONTRACTOR or keep and maintain public records that would be required by the County to perform the service. If the CONTRACTOR transfers all public records to the County upon completion of the contract, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the contract, the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the CONTRACTOR of the request, and the CONTRACTOR must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the CONTRACTOR does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR . A CONTRACTOR who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under sectionl 19.10, 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.,BRIAN BRADLEY AT PHONE#305-292-3470 BRADLEY-BRIAN(i�MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. 9.21 NON-WAIVER OF IMMUNITY Page 14 of 18 Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONTRACTOR and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 9.22 PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 9.23 LEGAL OBLIGATIONS AND RESPONSIBILITIES Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 9.24 NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the CONTRACTOR and the COUNTY agree that neither the CONTRACTOR nor the COUNTY or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 9.25 ATTESTATIONS AND TRUTH IN NEGOTIATION CONTRACTOR agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. Signature of this Agreement by CONTRACTOR shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract fee and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. Page 15 of 18 9.26 NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 9.27 EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 9.28 E-VERIFY SYSTEM Beginning January 1, 2021, in accordance with F.S. 448.095, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of F.S. 448.095 9.29 UNCONTROLLABLE CIRCUMSTANCE Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give County written notice within 7 days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The County will not pay additional cost as a result of Page 16 of 18 an Uncontrollable Circumstance. The Contractor may only seek a no cost extension for such reasonable time as the Owners Representative may determine. . l Vi WHEREOF each a has caused this Agreement to be executed b its dui . �,. �� party � y y µesentative on the day and year first above written. BOARD of COUNTY COMMISSIONERS adok, Clerk OF MONROE COUNTY, FLORIDA oar coo i i i4 By: ��►�r' �,.�'' Eby: As Deputy Clerk 'Mayor/Chairman (Seal', CONTRACTOR 0. {By By. .0 r . rdle. Title: )1,;�a n" r END OF AGREEMENT Approved as to form and legal sufficiency: Monroe County Attorne s Office � ~ 11-19-20 1 k k rr. ar+rrf S yr Page 17 of 18 Attachment A-Scope of Services The Scope of Services shall consist of all services covered under County of Fairfax (Virginia) Contract Number 4400008468 and Port of Portland (Oregon) Contract# 159469 as reflected in the attached contracts. Attachments: County of Fairfax (Virginia): Acceptance Agreement Attachment A from RFP2000002547 (Detailed Specifications for Public Safety Categories), incorporated by reference in County of Fairfax (Virginia) Contract Number 4400008468 Port of Portland (Oregon) Contract# 159469 Page 18 of 18 'Att�a c h rn,e n t A i 0 IF; Countyof Fairfax , Virginia ..................................................................................... UMMMMMON --- ---------- To,protect and enrich the quality of life for the people,neighborhoods and diverse communities of Fairfax 1742 County GI Date of Award: JUN 7.2018 Safeware, Inc. 4403 Forbes Blvd Lanham, MD 20706 Attention: Rick Bond, Vice President of Sales Reference: RFP2000002547'; Public Safety and Emergency Preparedness Equipment and Related Services Dear Mr. Bond: nce Accep ement iGeiiilPi Aa Agre Contract Number: 4400008468 This acceptance agreement signifies a contract award for Public Safety and Emergency Preparedness Equipment and Related Services. The period of the contract shall be from October 1, 2018 through September 30, 2023 with renewals of five (5) additional years, one (1) year at a time or a combination of'the years, by mutual agreement of both parties. The contract award shall be in accordance with: This Acceptance Agreement; and 2) The Attached Memorandum of Negotiations. Please note that this is not an order to proceed. A Purchase Order, which constitutes your notice to proceed, will be issued to your firm. Please provide your Insurance Certificate according to Fairfax County Special Provisions, Section 1 (Insurance) within ten (10) days after receipt of this letter. Sincerely, ............. Cathy A. Mujb, CPPSri Director/County Purchasing Agent Department of Procurement&Material Management 12000 Govemment Center Parkway,Suite 427 Fairfax,,VA 22035-0013 Websifte: wwwAirfa',s county.w\ Phone 703-324-3201,TTY: 1-800-828-1140,'Fax: 703-324-3228 County of Fairfax , Virginia To protect and enrich the quallity, of life for the people,neighborhoods and diverse communities of Fairfax 1742 County i MEMORANDUM OF NEGOTIATIONS RFP 2000002547 Public Safety and Emergency Preparedness Equipment and Related Services The County of Fairfax(hereinafter called the County) and Safeware, Inc. and Mallory Safety and Supply, LLC. (hereinafter called the Contractor) hereby agree to the following in the execution of Contract 4400008468 with Safeware, Inc. and Contract 4400008495 with Mallory Safety and Supply, LLC. (hereinafter called the Contract) for the provision of public safety and emergency preparedness equipment and related services. The final Contract contains the following documents* a. The County's Request for Proposal RFP 2000002547 and all Addenda-, b. The Contractor's Technical Proposal and Cost Proposal dated March 8, 2018-1 C. The Contractors response to clarification questions dated March 28, 2018. d. The Contractors response to items for negotiation dated April 12,2018. e. This Memorandum of Negotiations', f. County's purchase order; g.. Any subsequent amendments to the Contract. In addition,the County and the Contractor agree to the following., I The parties to this Contract acknowledge that Safeware, Inc. submitted a proposal,on behalf of Safeware, Inc. and Mallory Safety and Supply, LLB., in, response to RFP2000002547. Mallory Safety and Supply, LLC. acknowledges and agrees to provide public safety and emergency preparedness equipment and related services to Participating Public Agencies of the states of Alaska, Hawaii,Washington, Oregon,,California,Arizona,, Nevada, New Mexico, Wyoming, Idaho, Montana, and Utah and to assume all responsibilities and obligations under this Contract for its designated territory. Safeware, Inc. acknowledges and agrees to provide public safety and emergency preparedness equipment and related services to Participating Public Agencies located in all other states of the United States, not identified'above and to assume all responsibilities and obligations under this Contract for its designated territory. Contract number 4400008468 has been assigned to-Safeware, Inc. and Contract number 4400008495 has been assigned to Mallory Safety and Supply LLC.to facilitate ordering. 2. The Contractor shall provide eCommerce rebates as outlined below: • If 30%-69.99%of total invoiced sales are received by website orders at the conclusion of each contract year, a 0.5% rebate will be provided on purchases made through ecommerce. • If 70%or greater of total invoiced sales are received by website orders at the conclusion of each contract year, a 1% rebate will be provided on purchases made through ecommerce. o Conditions: The agency total purchases for the annual contract period must.be greater than$20,000. Ecommerce is defined as any order placed through Safeware or Mallory's.website or fully integrated third party marketplace where the Participating Public Agency's orders and'S afeware-Mallory's invoices are transacted via EDI,XML or cXML Ecommerce rebates cannot be combined with other rebates, early payment discounts, or where the buying agency or procurement platform charges an administrative or transaction fee. Depa rtmen t or Procu rement&Nateria I Management 12000 Government Center Parkway,Suite 427 Fairfax,,VA 22035-0013 Website: www.fairfax count y.goK1dpmm Phone 703-324-3201,TTY: 1-800-928-1140,,Fax:70-3-32.4-3228 Memorandum of Negotiations RFP2000002547 Page 2 3. Large sales greater than$20,000 may be eligible,for additional price discounts from manufacturers and will be automatically flagged in the Contractor's system to seek,additional price concessions from manufacturers. 4. For purchase of services under this Contract,the Contractor shall provide a minimum of 10%discount from Safeware and Mallory's list price. The pricing for services may be negotiated to a lower price. 5. The Contractor acknowledges and agrees that the County and the Participating Public Agencies reserve the right to review and negotiate the license and maintenance terms and conditions prior to any purchase of software under this Contract and that the Contractor will provide full support for executing the negotiated license/maintenance agreement(s)by the County/Participating PubUc Agencies and the software publisher. The Contractor also agrees to obtain agreement from its software,publishers that their shrink wrap, browse wrap, click through, or similar processes are for access purposes only,and any terms and conditions offered in or referenced by those procedures"60 have no force or effect. 6. The Contractor shall hold the discount rate of 41%for equipment and 10%for services firm for the entire contract term 'Including renewal periods, 7. The parties mutually agree that the first sentence of Paragraph 1.3 of Section:1 titled Insurance(Fairfax County Special Provisions) is deleted and,Is replaced with the following language.. No change,,cancellation, or n on-renewal shall be made any insurance coverage without a thirty-da written notice to the County Purchasing Agent and/or Risk Manager. 8., The parties mutually agree that the Paragraph 1.2 b. of Section 1 titled Insurance(Fairfax County Special Provisions)is deleted and is replaced With the following language: The contractor agrees to maintain Commercial General Liability insurance in the amount of$1 10001000 per occurrence/aggregate, to protect the contractor, its subcontractors, and the interest of the County, against any and all iniudes,to third parties, including bodily injury and personal injury,wherever located, resulting from any action or operation under the contract or in connection with contracted work. ACCEPTED BY: Safewa re, Inc. Date le Mallory Safety and Sffpply, L.L.C. Date 6 Cathy A. Mus(V O- 0 Date 9 N Director/County Purchasing Agent RFP2000002547 ATTACHMENT A ,DETAILED SPECIFICATIONS FOR PUBLIC SAFETY CATEGORIES PUBLIC SAFETY CATEGORIES The following categories are by way of example only and are not meant to limit the broad range of products that might be available from potential offerors. Product Category Examples(Note: Items 1-31 are compiled,in part, from the Office of Domestic Preparedness' Authorized Equipment List and The InterAgency Board's Standardized Equipment List): 1 Personal Protective Equipment Equipment worn to protect the individual from hazardous materials and contamination in the workplace including,a chemical/biological threat environment. Examples include the following:chemical resistant suits, escape masks, gloves, coveralls, helmets, eye protection, hi-visibility clothing, safety footwear, respiratory protective equipment, SCBAs, etc. 2. Explosive Device Mitigation and Remediation Equipment Equipment providing for the mitigation and remediation of explosive devices in a CBRNE environment, such as: o Bomb Search Protective Ensemble for Chemical/Biological Response o Chemical/Biological Undergarment for Bomb Search Protective Ensemble • Cooling Garments to manage heat stress a Ballistic Threat Body Armor& Helmets (not for riot suppression) o Blast and Ballistic Threat Eye Protection (not for riot suppression) • Blast and Overpressure Threat Ear Protection (not for riot suppression) a Fire Resistant Gloves o Disarmer/Disrupter • Real Time X-Ray Unit; Portable X-Ray Unit • CBRNE Compatible Total Containment Vessel (TCV) • CBRNE Upgrades for Existing TCV • Robot; Robot Upgrades • Fiber Optic Kit (inspection or viewing) o Tents, standard or air inflatable for chem/bio protection • Inspection mirrors • Ion Track Explosive Detector 3. Environmental Monitoring Items such as: chip measurement systems, passive dosimeter badges, diffusion tubes, detector tube systems, air sampling pumps, gas detection monitors, confined space monitors, photo-ionization detectors, and protection against additional unseen hazards (radiation and noise levels). 4. CBRNE Search and Rescue Equipment Equipment providing a technical search and rescue capability for a CBRNE environment, such as: • Hydraulic tools; hydraulic power unit • Listening devices; hearing protection • Search cameras (including thermal and infrared imaging) • Breaking devices (including spreaders, saws and hammers) • Lifting devices (including air bag systems, hydraulic rams,jacks, ropes and block • and tackle) • Blocking and bracing materials • Evacuation chairs (for evacuation of disabled personnel) • Ventilation fans 30 RFP2000002547 ATTACHMENT A 5. Interoperable Communications Equipment Equipment and systems providing connectivity and electrical interoperability between local and interagency organizations to coordinate CBRNE response operations. Includes system design, installation, service and maintenance. Products include: • Land Mobile,Two-Way In-Suit Communications(secure, hands-free,fully duplex,optional), including air-to-ground capability(as required) • Antenna systems • Personnel Alert Safety System (PASS) - (location and physiological monitoring systems optional) o Personnel Accountability Systems o Individual/portable radios, software radios, portable repeaters, radio interconnect systems, satellite phones, batteries, chargers and battery conditioning systems o Computer systems designated for use in an integrated system to assist with detection and communication efforts (must be linked with integrated software packages designed specifically for chemical and/or biological agent detection and communication purposes) o Portable Meteorological Station (monitors temperature, wind speed, wind direction and barometric pressure at a minimum) o Commercially available crisis management software o Mobile Display Terminals 6. Detection Equipment Equipment to sample, detect, identify, quantify, and monitor for chemical, biological, radiological/nuclear, and explosive agents throughout designated areas or at specific points.Such items include: a Detection Kits/Paper for all chemical agent identification and detection o Multi-Gas Meters • Hazard Categorizing (HAZCAT) Kits • Surface Acoustic Wave Detector • Spectrometers • Colormetric Tube/Chip Kit specific for TIC s and CBRNE applications • Leak Detectors (soap solution, ammonium hydroxide, etc) • pH Paper/pH Meter • Protective cases for sensitive detection equipment storage &transport • Point Detection Systems/Kits (Immunoassay or other technology) • Radiation detection equipment (electronic or other technology that detects alpha, beta, gamma, and high intensity gamma), Personal Dosimeters, Scintillation Fluid (radiological) pre-packaged 7. Decontamination Equipment Equipment and material used to clean, remediate, remove or mitigate chemical and biological contamination. Such items include: • Decontamination system for individual and mass application with environmental controls, water heating system, showers, lighting, and transportation (trailer) • Deco n/Extractio n Litters/roller systems • Runoff Containment Bladder(s), decontamination shower waste collection with intrinsically- safe evacuation pumps, hoses, connectors, scrub brushes, nozzles • Spill Containment Devices • Overpak Drums • Cadaver Bags • Hand Carts • Waste water classification kits/strips • HEPA(High Efficiency Particulate Air)Vacuum for dry decontamination 31 RFP2000002547 ATTACHMENT A 8. Hazardous Materials Storage • Storage cabinets • Safety cans 9. Spill Control and Containment • Spill treatment agents • Infectious materials cleanup kits • Sorbents • Non-sparking tools o Hazardous material vacuums o Environmental containment 10. Physical Security Enhancement Equipment Includes equipment and installation necessary to enhance the physical security of critical infrastructure such as system design, installation, service and maintenance. 11. Surveillance,Warning,Access/intrusion Control Ground o Motion Detector Systems: Acoustic; Infrared; Seismic; Magnetometers o Barriers: Fences; Jersey Walls o Impact Resistant Doors and Gates o Portal Systems; locking devices for access control • Alarm Systems a Video Assess me nt/Ca me ras: Standard, Low Light, IR, Automated Detection n Personnel Identification: Visual; Electronic; Acoustic; Laser; Scanners; Cyphers/Codes • X-Ray Units a Magnetometers o Vehicle Identification —Visual, Electronic, Acoustic, LASER, RADAR, 12. Explosion Protection • Blast/Shock/Impact Resistant Systems • Protective Clothing • Column and Surface Wraps; Breakage/Shatter Resistant Glass; Window Wraps • Robotic Disarm/Disable Systems 13. Fire and Emergency Response • Firefighting/Rescue/EMS - apparel (structural, suspenders, wildland, rescue EMS, station wear, high visibility, gear racks), helmet/hoods, gloves, boots, SCBA/respirators, eyewear, ear plugs/muffs, knee/wrist/back protectors, communications, RIT/RIC/escape devices, accountability, rehab, incident command, bags/packs/web gear, thermal imagers, search cameras/listening systems, flash lights/scene lighting, hand tools, ladders, ventilation, extinguishers, dry chemicals/foam, hoses/nozzle/appliances, rescue tools, rope/rigging, patient care, and traffic safety • Hazmat/WMD: Apparel, gloves, boots, SCBA respirators, instrumentation, lead repair/control, sorbents/neutralizers, overpacks, containment, vacuums, and decon • Law Enforcement: Apparel, eyewear, headsets/ear plugs, gloves, SCBA/respirators, flashlights/scene lighting, thermal imaging, traffic safety • Mass Casualty: Shelters/trailers, incident command, med/surge, decontamination, fatality management, multi-use/temporary housing, environmental controls/support equipment, patient management, and scene management 14. Traffic Safety • Traffic safety apparel: Class I, I I, and III • Traffic safety tapes (delineator tapes and warning and barricade tapes) 32 RFP2000002547 ATTACHMENT A • Traffic control products: cones, delineator posts, flags, triangles, signs and the stands that hold them, paddles, vests for road crews, law enforcement, and emergency response personnel, fences, wind socks, and emergency kits • Message boards, flares 15. Facility Safety and Maintenance • Communications • Eyewashes and showers (portable, mounted, combinations, and mixing valves) • Fire extinguishers o Label Makers (portable and benchtop) o Lighting (hand lights, headlamps, personal, and lanterns and area lighting) o Lockout/Tagout (stations, padlock and hasps, electrical, confined space, and valve) o Maintenance (abrasives, adhesives, sealants and tapes, electrical, HVAC and plumbing, janitorial, lubricants and penetrants, MRO, paint, tarps, hand tools, power tools, measuring and leveling, lawn and garden, and welding) o Material handling and storage (bins, bottle carriers, carts, chests and lockers o Matting (antifatigue and specialty) o Signs and tags o Waste disposal o Wipers 16. Fall Protection and Confined Space Systems and equipment to protect from death and injury when working in a confined space,or working at height aiding in fall arrest,worker positioning, restraint,suspension, rescue. Including,but not limited to items such as: 0 Self-Retracting life lines (SRLs), tripods, blowers, harnesses, rope, carabiners, etc. 17. Medical and First Aid Supplies • First aid kits, refills, and blood borne pathogen response kits • Burn care • Medicinals such as antacids, aspirin and non-aspirin pain relief, cold and sinus medication • Skin care products such as heavy-duty cleansers, medicated and protective skin creams, insect repellents, poison ivy relief, sunscreen • Heat-Stress relief such as fluid replacement drinks and coolers 18. CBRNE Reference Materials Reference materials designed to assist emergency first responders in preparing for and responding to a CBRNE incident. This includes but is not limited to the following: • NFPA Guide to hazardous materials • NIOSH Hazardous Materials Pocket Guide • North American Emergency Response Guide • Jane's Chem-Bio Handbook • First Responder Job Aids 19. AEDs Portable, personal, and medical automatic external defibrillators, AED trainers, accessories and replacement parts. 20. Ammunition/Less than Lethal Munitions Including ammunition for police weapons and munitions such as OC Spray, rubber bullets,flash bangs, crowd and riot suppressants. 21. Civil Disturbance Gear All gear necessary for officer protection and control during civil disturbance events/riots. Including, but not limited to: 33 RFP2000002547 ATTACHMENT A 0 Shields, riot helmets, pad, FR outerwear, FR base layer, boots, gloves, duty belts, batons, animal protection (horses, canine) 22. Dive Gear/Underwater Recovery/Water Safety o dive suits, underwater robots, boats, dry suits, Personal Flotation Devices (PFDs) 23. Police Fleet Management Products Equipment relating to the outfitting and maintenance of vehicles, including but not limited to sirens, lights, speed cameras, RADAR. 24. Law Enforcement Software Including but not limited to facial recognition products,shot tracking software, license plate recognition, any criminal investigative software. 25. Public Safety Aviation - Helicopters Equipment and services related to the purchase of helicopter and associated maintenance, UAV, UAW, and accessories, aviation software, aircraft. 26. Public Safety Uniforms Class A uniforms, Class B uniforms, BDUs, NFPA compliant footwear. 27. Vehicles Any public safety vehicles including but not limited to: armored vehicles, ATVs, Command vehicles, bomb trucks. 28. Trainers and Training Equipment For example fire trainers, simulators, training props. 29. Vending Solutions Service and equipment to supply and manage an on-site vending program with contract relevant contents for refill, such as PPE, eyewear, ear plugs, gloves, etc. Solution to include: • Real time usage reporting by employee, item, department, or cost code • Low stock/out of stock alert for both supplier and customer • Ability to restrict items by time, item, employee, or usage • Ability to dispense both large and small items 30. Related Products and Services Any related public safety and emergency preparedness products and services offered by supplier. 31. All Other Non-listed Public Safety, Law Enforcement and Fire Equipment available through your company Equipment,supplies and materials(such as general Fire Turn-out gear and Law Enforcement Tactical equipment)that Bidder offers but does not appear specifically in the above categories. 34 Port of Portland, OR Contract # 159469 for Public Safety, Preparedness, Safety Equipment and Solutions with Safeware, Inc. Effective: April 1 , 2021 The following documents comprise the executed contract between the Port of Portland and Safeware, Inc., effective April 1 , 2021 : I. Vendor Contract — Price Agreement: Goods & Services II. Supplier's Response to the RFP, incorporated by reference DocuSign Envelope ID:238,DB,5D7-E,D7A-444E-A953-18A6F64A2B4F Contract No. 159469 This number must appear on all invoices PORT OF PORT LAND PRICE AGREEMENT — GOODS & SERVICES Public SakAy, Preparedness, Safety Equipment and Solutions, Parties: Port of Portland C'Porttf) P.O. Box 3529 Portland, Oregon 97208 S,afeware,, inc. "'Providei*V') 4403, Forbes, Blvd Lanham, MID 20706 RECITALS A. The Port issued a Request for Proposals, No.. 2020-9189 (thei "Solicitation"), inviting offers,from potential providers for Public Safety, Preparedness, Safety Equipment and Solutions. B ide e;-v.; Provider submitted. an offer 'in response to the Solicitation, offering to, pro I th coecve I y te ( Goods &it e m or items described on the attached Schedule 1 , Pri � li ti l h " Se rvices") under the terms and conditions of this Price Agreement (the "Contract,",)., C. The Port evaluated all offers and selected Provider as a provider for the Goods and Services. D. The Port of Portland has partnered with 0M1 1A Partners, Public Sector ("OMNIA Partners") to make the Contract (also known as the "Master Agreement" in materials distributed by OMN1A Partners) available to other public agencies nationallyT including state and local governmental entities, public and private primary, secondary, and higher education entities, non-profit entities, and agencies for the public benefit ("Public Agencies"),, through OM NIA Partners' cooperative purchasing program. AGREEMENT I NATURE OF CONTRACT 1.1 This Contract is for Provide r 11 s supply of the Goods and Services to the Port, on an as-required basics upon the Port's order. The Port does not guarantee the purchase of any specific quantity of Goods under this Contract and reserves -the right to order similar goods and services from other suppliers if it Is in the Port's best 'Interests to do so. 1.2 Similar items purchased but not listed Schedule 1 shall be supplied at a minimum 41% discount from the Provider's Published list(s) price for goods, and a 10% discount for Services. Page I of 9 Contract Number 159469 DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F 2 TERM The term of this Contract shall commence on April 1, 2021 or the date that this Contract is fully executed by both parties, whichever is later, and shall expire on April 1 , 2026, unless sooner terminated under the provisions of this Contract. The Port shall have 2 options, exercisable sequentially and unilaterally by the Port, in its sole discretion, to extend the term of this Contract for one year at a time. The Port may exercise an option to extend the term by giving Provider written notice no later than fourteen calendar days prior to the then-current expiration date. Expiration of the Contract term does not excuse Provider's duty to deliver Goods and Services that were ordered prior to expiration . The Provider shall have the right to enter local i(servicell agreements with Participating Public Agencies ("PPA") accessing the contract through OMNIA Partners, so long as the effective date of such agreement is prior to the expiration of the Contract. All local agreements may have a full potential term (any combination of initial and renewal periods) not to exceed seven years. 3 PROVIDER'S OBLIGATIONS Provider's obligations under this Contract include, but are not limited to, the following: 3.1 To sell, furnish, and deliver the Goods and Services anywhere the Port may designate within the greater Portland, Oregon metropolitan area, FOB destination, as specified in the attached Schedule 1,Pricing, and Attachment A, Specifications, upon Provider's receipt of an authorized order from the Port. 3.2 To submit reports of all sales activity under this Contract, including descriptions, quantities supplied, and prices charged, in an MS Excel spreadsheet format to the Port's Manager of Contracts and Procurement upon request; and 3.3 To provide the Port's Contract Administrator for this Contract, Bobbi Matthews,, 503-415-6590, Bobbi.Matthews@portofportland.com a minimum of two (2) contact names for Provider including 24 hour-accessible phone numbers (office, home, cellular and/or pager), with full authority to make all necessary shipping arrangements for Goods. The Port will identify the Port representatives which are authorized to place orders against this Contract. 3.4 To comply with all federal, state, and local laws, regulations, and ordinances applicable to this Contract or to Provider's obligations under this Contract, as they may be adopted or amended from time to time. 4 COMPENSATION 4.1 Basis of Compensation The Port will pay for Goods & Services on a price-per-unit basis, as set forth on Schedule 1. Provider acknowledges that such prices include all delivery costs, tariffs, import charges, duties, and all local, State or Federal taxes required to deliver the Goods & Services in accordance with this Contract. 4.2 Total Compensation The total compensation payable under this Contract shall not exceed $100,000.00 per contract year without a written amendment signed by authorized representatives of both parties. Page 2 of 9 Contract Number 159459 DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F 5 PAYMENT Payment will be made within 30 days of receipt of a properly completed invoice delivered pursuant to an authorized order under this Contract. Provider shall include the Contract number on all invoices and shall submit invoices to Accounts Payable, Port of Portland, PO Box 3529, Portland, OR 97208. Invoices may also be submitted to Accounts Payable via email to port invoices(cbr)ort,ofportland.co m. 6 DUTY TO INFORM Provider shall give prompt written notice to the Port if, at any time during the performance of this Contract, Provider becomes aware of actual or potential problems, faults, or defects in the Goods, any non-conformance with the Contract, or with any federal, state, or local law, rule, or regulation, or has any objection to any decision or order made by the Port. Any delay or failure on the part of the Port to provide a written response to Provider shall constitute neither agreement with nor acquiescence in Provider's statement or claim and shall not constitute a waiver of any of the Port's rights. 6.1 Representations and Warranties All express and implied warranties that are applicable to goods under ORS Chapter 72 apply to Goods delivered under this Contract. Provider represents and further warrants to the Port that: 6.1.1 the Goods will conform to the specifications set forth in this Contract and be free from material defects; 6.1.2 the Goods will comply with all applicable federal health and safety standards; and 6.1.3 Provider has good title to the Goods, and that Provider conveys the Goods to the Port free from any restriction or condition, and free from any encumbrance, including but not limited to any security interest or lien. Provider will defend title to the Goods against the rightful claim of any person. The warranties specified in this Section 6.1 are in addition to, and not in lieu of, any other warranties provided in this Contract. All warranties are cumulative and shall be interpreted broadly to give the Port the greatest warranty protection available. 6.2 Manufacturer Warranties At no charge to the Port, Provider shall transfer or cause the transfer of all manufacturers' warranties for Goods and component parts, if any, to the Port for the Port's benefit when Provider delivers Goods to the Port. If a conflict or inconsistency exists between a manufacturer's warranty and Provider's warranty, the warranty that provides the greatest benefit and protection to the Port shall prevail. 7 INDEMNIFICATION Provider shall indemnify, defend, reimburse, and hold harmless the Port and the Port's commissioners, officers, employees, and agents for, from and against all claims, suits, actions, losses, damages, liabilities, costs, and expenses of any nature whatsoever, including without limitation reasonable attorney fees, accountant fees, paralegal fees, expert witness fees, escrow fees, fines, environmental costs, and penalties resulting from, arising out of, or in anyway connected with the acts or omissions of Provider or Provider's partners, directors, officers, employees, subcontractors, invitees, or agents under this Contract. Page 3 of 9 Contract Number 159459 DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F 8 DAMAGE TO PORT PROPERTY Provider shall fully compensate the Port for harm to the Port's real or personal property caused by the acts or omissions, negligent or not, of Provider or Provider's partners, directors, officers, employees, subcontractors, invitees, or agents under this Contract. 9 INSURANCE 9.1 Liability Insurance Provider shall maintain occurrence form commercial general liability and automobile liability insurance for the protection of Provider, the Port, its commissioners, employees, and agents. Coverage shall include personal injury, bodily injury, including death, and broad form property damage, including loss of use of property, occurring during or in any way related to Provider's operations, in an amount not less than $1,000,000 combined single limit per occurrence. Such insurance shall reference the Contract number and shall name the Port, its Commissioners, employees, and agents as additional insureds. 9.2 Workers' Compensation Coverage; Employers' Liability Coverage Provider shall maintain workers compensation and employers' liability coverage for all Provider's employees who are subject to Oregon's Workers' Compensation statute (and/or Provider's domicile state, if different), either as a carrier-insured employer or as a self-insured employer as provided by ORS 656.407. If Provider's domicile state is a monopolistic state, employers stop gap liability insurance may be substituted for employers' liability coverage 9.3 Certificates 9.3.1 Certificates Required Prior to full execution of this Contract, Provider shall furnish the Port with: a) certificates referencing this Contract (by number, if known), coverage dates, amount, and type of insurance required by this Contract; and b) a copy of the endorsement or policy provision providing additional insured status under the commercial general liability and automobile liability policies. 9.3.2 Certificate Management; Notice Requirement When the period of Provider's performance under this Contract exceeds the coverage period stated on a certificate, prior to the certificate expiration date Provider or its insurer must furnish updated certificates demonstrating continuous coverage. Provider or its insurer must give the Port not less than thirty (30) days' written notice before cancellation, non-renewal, or material change of any policy (except ten (10) days for non-payment of prem ium). 10 BREACH OF CONTRACT 10.1 Generally Provider acknowledges that its breach of its obligation to deliver promised quantities of Goods within the time periods set forth in this Contract may result in curtailment or cessation of critical Port operations, and that such curtailment or cessation may cause substantial harm to the Port including without limitation incidental and consequential damages 10.2 Cure; Remedies Page 4 of 9 Contract Number 159459 DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F Provider must cure any breach of this Contract within the shortest reasonable time after Provider first has actual notice of the breach or the Port notifies Provider of the breach, whichever is earlier. If Provider fails to cure a breach in accordance with this subsection, the Port may exercise one or more of the following remedies- 10.3 Substitute Goods The Port may terminate that part of this Contract affected by the breach upon written notice to Provider, may obtain substitute goods in a reasonable manner, and may recover from Provider the amount by which the price for those substitute goods exceeds the price for the terminated Goods. 10.4 Suspension of Orders Pending a decision to terminate all or part of this Contract under this Section, the Port may unilaterally order Provider to suspend all or part of the ordered Goods. If the Port terminates all or part of this Contract after such a suspension, Provider shall be entitled to compensation only for Goods accepted by the Port and delivered as required by this Contract prior to the date of termination but not for any Goods delivered after the Port- ordered suspension date. If the Port suspends certain orders and later requires Provider to resume the delivery of those Goods, Provider shall be entitled to reasonable damages incurred, if any, as a result of the suspension. 10.5 Default If the breach is material, the Port may declare Provider in default, and the Port may pursue any remedy available for a default. 10.6 Recovery of Amounts Due for Breach To recover any amounts Provider owes to the Port due to Provider's material or non- material breach of this Contract, the Port may withhold such amounts from any Port payments to Provider, including but not limited to payments made under this Contract or under any other agreement between the parties. Provider's default under this Contract will be, at the Port's option, a default under any other agreement between the parties. 10.7 Contractual Remedies Not Exclusive The Port shall have all remedies available to the Port under this Contract, at law, and in equity, including reasonable attorneys' fees and costs incurred in any action to enforce the Port's rights under this Contract. All available remedies are cumulative and may be exercised singularly or concurrently. 11 TERMINATION FOR CONVENIENCE The Port may terminate all or part of this Contract at any time for its own convenience by written notice to Provider. Upon termination under this Section, Provider shall be entitled to compensation for all Goods & Services delivered to and accepted by the Port prior to Provider's actual notice of the termination or the receipt of the written notice of termination, whichever is earlier, plus Provider's reasonable costs actually incurred in closing out the Contract. Provider shall not be entitled to compensation for any Goods & Services ordered but not yet delivered and accepted by Port prior to Provider's actual notice of the termination or receipt of written notice of termination. Page 5 of 9 Contract Number 159459 DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F 12 STATUTORILY-REQUIRED PROVISIONS 12.1 Taxes Provider represents and warrants that Provider has complied with the tax laws of the State of Oregon or a political subdivision of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317 and 318. Provider covenants that Provider will continue to comply with the tax laws of the State of Oregon or a political subdivision of the State of Oregon during the term of this Contract. Provider's failure to comply with the tax laws of the State of Oregon or a political subdivision of the State of Oregon before Provider executed this Contract or during the term of this Contract will be a default for which the Port may terminate the Contract and seek damages and other relief available under the terms of this Contract and under applicable law. [Required by ORS 279B.045] 12.2 Payment for Labor or Material As a condition of this Contract, Provider shall make payment promptly, as due, to all persons supplying to Provider labor or material for Provider's performance under this Contract. [Required by ORS 279B.220(1)] 12.3 Contributions to the Industrial Accident Fund As a condition of this Contract, Provider shall pay all contributions or amounts due the Industrial Accident Fund from Provider or Provider's subcontractor incurred in the performance of this Contract. [Required by ORS 279B.220(2)] 12.4 Income Tax Withholding As a condition of this Contract, Provider shall pay to the Oregon Department of Revenue all sums withheld from employees pursuant to ORS 316.167. [Required by ORS 279B.220(4)] 12.5 Workers' Compensation As a condition of this Contract, all subject employers performing services under this Contract are either employers that will comply with ORS 656.017 or employers that are exempt under ORS 656.126. [Required by ORS 279B.230(2)] 12.6 Medical Care for Employees As a condition of this Contract, Provider shall promptly, as due, make payment to any person, co-partnership, association or corporation, furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of Provider, of all sums that Provider agrees to pay for such services and all moneys and sums that Provider collected or deducted from the wages of employees under any law, contract or agreement for the purpose of providing or paying for such services. [Required by ORS 279B.230(1)] 12.7 Liens and Claims Prohibited As a condition of this Contract, Provider shall not permit any lien or claim to be filed or prosecuted against the Port, the state, any county, any school district, any municipality, any municipal corporation, or any subdivision thereof, on account of any labor or material furnished. [Required by ORS 279B.220(3)] 13 MISCELLANEOUS PROVISIONS 13.1 Time of Essence Page 6 of 9 Contract Number 159459 DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F Time is of the essence with respect to all dates and time periods in this Contract. 13.2 Contingencies Neither party will be responsible for failure to perform the party's obligations under this Contract due to contingencies beyond the party's reasonable control, including but not limited to earthquakes, floods, tornadoes, and other acts of nature, fires, epidemics, wars, riots, revolutions, acts of civil or military authorities, sabotage, or nuclear incidents. If any obligation of a party will be delayed by a contingency, the party will promptly notify the other party. Each party will use commercially reasonable efforts to remove the contingency as soon as practicable. 13.3 Law of Oregon; Venue ORS 15.320 provides that Oregon law applies to this Contract. The parties also agree that Oregon law applies to this Contract, even if ORS 15.320 is determined to be inapplicable or invalid, without reference to any conflict of laws provision that would call for the application of the law of any other jurisdiction. Any suit, action, or other proceeding arising out of or related to this Contract shall only be brought in a state or federal court located in Multnomah County, Oregon, which court's jurisdiction shall be exclusive. To the fullest extent permitted by applicable law, Provider shall be deemed to have irrevocably waived any objections to personal jurisdiction, venue, and objections based on forum non convenience, and further agrees to appear and submit to the jurisdiction of such courts in connection with any suit, action or other proceeding arising out of or related to this Contract. 13.4 Successors and Assigns This Contract shall bind the parties and their permitted assignees. 13.5 Provider Identification Provider shall furnish to the Port Provider's employer identification number, as designated by the Internal Revenue Service. 13.6 No Waiver of Legal Rights A waiver by a party of any breach by the other shall not be deemed to be a waiver of any subsequent breach. 13.7 Modification This Contract may be modified only by a writing signed by both parties. No oral modification shall be effective. 13.8 Attorney Fees The prevailing party on a claim shall be entitled to reasonable attorney fees with respect to the claim at trial and on appeal in an action brought with respect to this Contract. 13.9 Permissive Cooperative Procurement Allowed Other public contracting agencies may establish contracts or price agreements under the terms, conditions, and prices of this Contract. Provider agrees to extend the terms, conditions, and prices of this Contract to any purchasing contracting agency, as that term is defined at ORS 279A.200 (1)(h). Contracts or price agreements between Provider and purchasing public contracting agencies are entirely independent of and have no effect upon this Contract. Page 7 of 9 Contract Number 159459 DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F 13.10 Counterparts, Execution, Electronic Signatures This Contract may be executed in counterparts. This Contract may be executed using original signatures, facsimile signatures, or only with the Port's prior approval, Electronic Signatures as defined in the Electronic Signatures in Global and National Commerce Act, that can be authenticated. Under ORS 84.014, Provider's consent is not required for this Contract to be executed using Electronic Signatures. Even if ORS 84.014 is determined to be inapplicable or invalid, Provider grants such consent. 13.11 Integration This Contract contains the entire agreement between the parties regarding the subject matter of this Contract and supersedes all prior written or oral discussions or agreements regarding the subject matter of this Contract. 13.12 Attachments Any exhibits, schedules, and other attachments referenced in this Contract are part of this Contract. 13.13 Authority of Signers The individuals signing below warrant that they have full authority to execute this Contract on behalf of the party for which they sign. [Signature page follows] Page 8 of 9 Contract Number 159459 DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F Provider: Port: Safeware, Inc. Port of Portland ,---DocuSigned by: rl-DocuSigned by: By: By- C63A1 BC96D41402... 9MUD3972E04AA... Print name Daric Simons Print name: TiMolin Abrom As its: coo As its: contracts and Procurement Mgr. Date 3/31/2021 Date 3/31/2021 Signed: signed: 3016831234 Phone: Approved as to legal sufficiency for the Port of Portland dsimons@safewareinc.com DocuSigned by Email: 7 Y/ / co ,7 thLxPort of Portland Page 9 of 9 Contract Number 159459 ,�„„ rollµ wIIV J $ .�,:w r*r• �`rr3 f i $ i i $� r,�N 1i F $ � i i •, i Y� r �rr�1 Ii er ' ri7 n ri �`•�+a..,rx :'� ` '� . 'rRS� I S II w I dh 1 F: grry�+Ip )S S i :�. NF�.' a:'W.M W P :' h':. .t➢� :it-.�.F 1V,�$: r,a�+rV A r !+S M.�:eYr� '�; ,�i. :Ir..:a., rr�drd Yl� .��:4. Qk M: �� :... :� 1 �k..JI:. �b�F)r?:mT 3#M ff�9§ � �i6 R R,Yq R R� R � �: R i4 R I 9C LL ;'R R•: Ri � R� :!R �$R R.�� R I'R :9C "R R: . 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[':."in`lei _ +h :'rK:. !,I �. d1';1 N.1#: r'N Ab1kd. � ` s s J ki M eif rJ JS iV 't i ,3 7 1 I r 3E .i r r. r Y iti 1� r � I fi i 3• i M r~ r E WPI. ! i 1$y¢;�FI ! �1jhh �.�1v'ry{�{ r•I � :++i y � i [��[j .x.+� �� i t 55 +N r r "r ..1 Appir InC, P" µ m M.1 all f,, oil � rr ., I [ i IM 41. ! ss'Jd r'':, a. YICuI'�':Js.rm.5:i's+m'4�"a3'!•�n;W.x(.J��y �rr:��I i r x ' v Y,n z;Iqi 0 P-1, i %x i 5;,,a+..',�■'�,:-!. ,M,n`,,JJr11l i s 8 LO m E z w� INA At It L Vi wryry4 a.yH� �w�j s F l � l 1 u rq gafkd � Vol mom Rmlks Vo. � . It N � 0: Q. DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F ATTACHMENT DETAILED SPECIFICATIONS FOR PUBLIC SAFETY CATEGORIES PUBLIC SAFETY, EMERGENCY PREPAREDNESS, SAFETY EQUIPMENT AND SOLUTIONS 1. Personal Protective Equipment Equipment worn to protect the individual from hazardous materials and contamination in the workplace, including a chemical/biological threat environment. Examples include the following: respirators, such as N95 and SCBA; gloves such as medical nitrile gloves and cryogenic gloves; protective clothing, such as isolation gowns and wildland firefighting gear, eye protection, helmets, safety footwear, respiratory protective equipment, SCBA's, and all other protective items worn on the person. 2. Explosive Device Mitigation and Remediation Equipment Equipment providing for the mitigation and remediation of explosive devices in a CBRNE environment such as: Bomb Search Protective Ensemble for Chem ical/Biological Response 0 Chem ical/Biological Undergarment for Bomb Search Protective Ensemble • Cooling Garments to manage heat stress Robots; Robot Upgrades • Ballistic Threat Body Armor & Helmets • Blast and Ballistic Threat Eye Protection • Blast and Overpressure Threat Ear Protection • Fire Resistant Gloves • Disarmer/Disrupter 0 Real Time X-Ray Unit, Portable X-Ray Unit 0 CBRNE Compatible Total Containment Vessel (TCV) 0 CBRNE Upgrades for Existing TCV • Fiber Optic Kit (inspection or viewing) • Tents, standard or air inflatable for chem/bio protection • Inspection mirrors • Ion Tract Explosive Detector 0 Z Ray Equipment Page 1 of 7 Contract Number 159469 Attachment A DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F 0 All other EOD Equipment 3. CBRNE Operational and Search and Rescue Equipment Equipment providing a technical search and rescue capability for a CBRNE environment, such as: Hydraulic tools; hydraulic power unit 0 Listening devices, hearing protection 0 Search cameras (Including thermal and infrared imaging) 0 Night Vision 0 Radiological isotope identifying detectors 0 Breaking devices (Including spreaders, saws, and hammers) 0 Lifting devices (including air bag systems, hydraulic rams, jacks, ropes, and block and tackle) 0 Blocking and bracing materials 0 Evacuation chairs (for evacuation of disabled personnel) 0 Ventilation fans All other CBRNE operational and search and rescue equipment 4. Information Technology Equipment and services providing Information Technology, such as: 0 Servers 0 Switches 0 Software 0 Monitors and wall displays for Real time Crime Centers 0 Cloud services 0 All other Information Technology for Emergency and Public Preparedness 5. Cyber Security Enhancement Equipment and Services Equipment and services providing cyber security enhancement, such as: Secure appliances 0 Filter switches 0 Filters 0 Securer cloud services 0 All other cyber security enhancement equipment and services for Emergency and Public Preparedness 6. Interoperable Communications Equipment Page 2 of 7 Contract Number 159469 Attachment A DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F Equipment and systems providing connectivity and electrical interoperability between local and interagency organizations to coordinate CBRNE response operations. This includes system design, installation, service, and maintenance. Products include- • CAD / RMS fusion equipment • Software and services Land/Mobile. Two-way in-suit communications (secure, hands-free, fully duplex, optional), including air-to-ground capability (as required) • Antenna systems • Personnel Alert Safety System (PASS) - (location and physiological monitoring systems optional) • Personnel Accountability Systems • Individual/portable radios, software radios, portable repeaters, radio interconnect systems, satellite phones, batteries, chargers, and battery conditioning systems • Computer systems designated for use in an integrated system to assist with detection and communication efforts (must be linked with integrated software packages designed specifically for chemical and/or biological agent detection and communication purposes) • Portable Meteorological Station (monitors temperature, wind speed, wind direction and barometric pressure at a minimum) • Commercially available crisis management software • Mobile Display Terminals • All other interoperable communications equipment 7. Detection Equipment Equipment to sample, detect, identify, quantify, and monitor for chemical, biological, radiological/nuclear, and explosive agents throughout designated areas or at specific points. Such items include- * Bioassays • PID • Radiation Detection • PCR • All other detection equipment Page 3 of 7 Contract Number 159469 Attachment A DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F 8. Decontamination Equipment Equipment and material used to clean, rem ediate, remove, or mitigate chemical and biological contamination. Such items include- 0 Decontamination system for individual and mass application with environmental controls, water heating system, showers, lighting, and transportation (trailer) • Decon7/Extraction Litters/roller systems • Runoff Containment Bladder(s), decontamination shower waste collection with intrinsical ly-safe evacuation pumps, hoses, connectors, scrub brushes, nozzles 0 Spill containment devices • Overpack drums 0 Cadaver bags 0 Hand carts 0 Waste water classification kits/strips • HEPA vacuum for dry decontamination • Disinfectants • Shelters a Modesty kits 0 All other decontamination equipment 9. Medical Medical supplies, such as: • Trauma kits • Tourniquets • Tactical medical kits • AED's (Portable, personal, and medical automatic external defibrillators, AED trainers, accessories, and replacement parts) • First aid kits, refills, and blood borne pathogen response kits • Burn care • Medicinals such as antacids, aspirin, non-aspirin pain relief, cold and sinus medication 0 Skin care products such as heavy-duty cleansers, medicated and protective skin creams, insect repellents, poison ivy relief, sunscreen • Heat-Stress relief such as fluid replacement drinks and coolers 0 All other medical supplies related to emergency and public preparedness Page 4 of 7 Contract Number 159469 Attachment A DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F 10. Power Equipment used to provide power, such as: Generators 0 Batteries 0 All other equipment to provide power 11. CBRNE Reference Materials Reference materials designed to assist emergency first responders in preparing for and responding to a CBRNE incident. This includes but is not limited to the following: • Jane's books • Training books, including but not limited to, NFPA Guide to hazardous materials, NIOSH Hazardous Materials Pocket Guide, North American Emergency Response Guide, First Responder Job Aids, etc. • Reference and training videos • All other CBRNE reference materials 12. CBRNE Incident Response Vehicles Any emergency and public preparedness vehicles, including- Command vehicles, hazmat rigs, bomb trucks, armored vehicles, ATV's, and all other CBRNE incident response vehicles. 13. Terrorism Incident Prevention Equipment Any emergency and public preparedness terrorism incident prevention equipment including- area monitoring, situational awareness equipment, CWA, stand-off detection, and all other terrorism incident prevention equipment 14. Physical Security Enhancement Equipment Any equipment, such as CCTV, access control, LPR, radar and all other physical security enhancement equipment, including installation necessary to enhance the physical security of critical infrastructure such as system design, installation, service, and maintenance Page 5 of 7 Contract Number 159469 Attachment A DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F 15. Inspection and Screening Systems • Millimeter • X Ray • Gamma Ray • Thermal • Infrared • Proxim ity • All other inspection and screening systems 16. Animal and Plants Any animal and plants such as bomb sniffing dogs, drug sniffing dogs and all other animal and plants for the provision of emergency and public preparedness. 17. CBRNE Prevention and Response Watercraft Watercraft equipment and any services such as CBRNE boats, box boats and all other CBRNE prevention and response watercraft. 18. CBRNE Aviation Equipment Aviation equipment and any services such as helicopters and associated maintenance, UAV, UAW and accessories, drones, aviation mapping, software and all other CBRNE aviation equipment. 19. CBRNE Logistical Support Equipment Logistical support equipment and any services such as control and command vehicles, NIMS accessories, traffic control items and all other CBRNE logistical support equipment. 20. Intervention Equipment • Ballistic protection 0 Situational awareness equipment 0 All other intervention equipment Page 6 of 7 Contract Number 159469 Attachment A DocuSign Envelope ID:238DB5D7-ED7A-444E-A953-18A6F64A2B4F 21. Related Products and Services Any related emergency and public preparedness equipment, supplies, and services offered by supplier. 22. All Other Non-Listed Emergency and Public Preparedness, Law Enforcement, and Fire Equipment available through Supplier Equipment, supplies, materials, and services supplier offers but does not appear specifically in the above categories. Page 7 of 7 Contract Number 159469 Attachment A n s u ra n ce .............................................................................................................................. 2018 Edition GENERAL LIABILITY INSURANCE REQUIREMENTS FOR CONTACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract,, the Contractor will obtain Commercial General Liability Insurance. Coverage will be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability The minimum limits acceptable is: $1,000,000 Combined Single Limit (CSL) An Occurrence Form. policy is preferred. If coverage is provided on a Claims Made include 1 policy, its provisions shouM coverage for claims filed on or after the effective date of this contract. In addition,, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners will be named as Additional Insured on all policies issued to satisfy the above requirements. GL3 Administrative Instruction 7500.8 56 2018 Edition BUSINESS AUTOMOBILE LIABILTY INSURANCE REQUIREMENTS FOR CONTACT BETWEEN MONROE COUNTY, FLORIDA AND Recognizing that the work governed by this contract requires the use of vehicles, 1 the Contractor,, prior to t he commencement of work, shall obtain Business Automobile Liability Insurance. Coverage will be maintained throughout the life of the contract and include, as a minimum,, liability coverage for: 0 Owned, Non-Owned, and Hired Vehicles The minimum limits acceptable is: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable are: $ 500,,000 per Person $1,000,000 per Occurrence $ 100,000 Property Damage The Monroe County Board of County Commissioners will be named as Additional Insured on all policies issued to satisfy the above requirements. VL3 Administrative Instruction 7500.8 2018 Edition WORKIERS' COMEPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETNVEEN MONROE COUNTY,FLORIDA AND Prior to the commencement of or governed by this contract,the Contractor will obtain Workers" Compensation Insurance with limits sufficient ,to respond to the applicable Workers' Compensation state statutes and the requirements of Chapter 440, Florida Statutes. +, f, In addition,the Contractor will obtain Employers' Liability Insurance with I=' is of not less than: $i 000,000 Bodily Injury by Accident $1005000 Bodily Injury by Disease, policy limits $1,000,000 Bodily Injury by Disease, each employee Coverage Will be maintained throughout the entire tenn of the contract. Coverage will be provided by a company or companies authorized to transact business m the state of Florida. If the Contractor has, been approved by the Florida's Department of Labor, as an authorized, self- insurer, the County may recognize and honor the Contractor's status. The Contractor may be required to submit, a Letter of Autho.n'zation issued by the Department of Labor and a Certificate of Insurance,providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance ftmd, 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. WC3 Adminisft-ative Instruction 7500.7 89 20-19 Edition CYBER LLABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor will obtain Cyber Liability Insurance. Coverage will be mainWned throughout the life of the contract and include the following coveragres: & Data Breach 0 Network.Secun*ty Liability a Internet Media 0 Network Extortion Regulatory Proceedings PCI Fines and Costs The minimum Brits acceptable is: $1100000 CLI Administrative Instruction 7500.8 4 SWORN STATEMENT UNDER ORDINANCE NO. 010,1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE Safeware Inc (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 of 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." o 9 n atu re) Date: 12/10/2021 STATE OF: Maryland COUNTY OF: Prince Georges Subscribed and sworn to (or affirmed) before me, by means of CK physical presence or 0 online notarization, on 12/10/2021 (date) by Thomas F. Nairn Jr (name of afflant). He/She e rs.o n.a I ly known to me or has produced (type of identification) as identification. Ey EA 4, ft% hwl.. 0 AA 10 iARY PUBLIC My Commission Expires, 81!M Easwn J"t/B L F%J FAMT"DLJU PRIAM GEORGn C4uWy WURYLAND My COMMISSION EXPIRES May 7.2M NON-COLLUSION AFFID"IT Thomas F. Nairn, Jr. of the city of Lanham, MD according to law on my oath, and under penalty of perjury, depose and say that a. I am Vice President of the firm of Safeware Inc the bidder making the Proposal for the project described in the Request for Proposals for onroe Countv, L and that I executed the said proposal with full authority to do so; b, the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; C. unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and d. no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; e. the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. r0i (Signature) Date: 12/10/2021 STATE OF: Maryland COUNTY OF: Prince GeoEges Subscribed and sworn to or affirmed) before me, by means of EXphysical presence or 11 online notarization, on H............... A 2110120,21 (date) ................ by Thomas F. Nairn Jr. (name of afflant). He/ i �r onall known to me or has produced (type of identification) as identification. %%O.tj till I PIP11#1 % rEY -if-A- L' , --------------- RY PU "V R16"T �0 T, 0 My Commission Expi . iiYti*PUBLIC Mi4CE GEORWS COMY MAWnAW Wf MMISSION DPRES MAy 7,2022 ---------- L I S did i1111000% DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: Safeware Inc (Name of Business) 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in n the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. (Signature) Date: 12/10/2021 STATE OR Maryland COUNTY OF: Prince Georges Subscribed and sworn to (or affirmed) before me, by means of CKphysical presence or El online notarization, on 12/10/2Q21 date) Thomas F. Nairn Jr. by (name of afflant). He/She is rso known to me or has produced type of identification) as identification. �kCEY 64 Ic NOTARY PUBLIC 0 - My Commission Expire : 'mw EasWn MtNM GEORWS COUNW MARYLAND COWISSION EWRES May 71 08LIG W G1 oe --1X1f,f01?G E S 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 tinder 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 Thomas F. Nairn, Jr (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. (Signature) Date: 12110/2021 STATE OF: Maryland COUNTY OF: Prince Georges Subscribed and sworn to (or affirmed) before me, by means of EX physical presence or 0 online notarization, on 12/10/2021 ;Tso V by (name of a ffiant). He/She i personall IanL to me or has produced (type of identification) as identification. ... in pp.1.1.1.12P TAR Y PUBLIC My Commission Expire 1#V%T MWE GEORGE�S COUIM MARYLA 0 NC E Y W-COMMISSIM EXMIIES May 7.M2 1b 0 40 TA L 10 "?GES WOO VENDOR CERTIFICATION REGARDING S!Q&UTINIZED-COMPANIES LISTS Project Description(s): Respondent Vendor Name: Safeware Inc Vendor FEIN: 52-1152883 Vendor's Authorized Representative Name and Title: Thomas F.Naim,Jr. Vice President Address: 4403 Forbes Blvd city. & Lanham State: MD zip: 20706 Phone Number: 301-683-1234 Email Address: tnairn safewareinc.corn 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 Sector List or been engaged in business operations in Cuba or Syria. Certified By: Thomas F.Nairn,Jr t who is authorized to sign on behalf of the above r Tenced corpp Authorized Signature: Print Name: Thomas F.Nairn,Jr Title: Vice President Note:The List are available at the following Department of Management Services Site: http-://www.dnis.inyflorida.com/business operations/state 12urchasin vendor information/convicted §u,q pended discriminatory complaints vendor lists SA F E I N C-0 3 MAX U /DDIY CERTIFICATE OF LIABILITY INSURANCE DATE riMM8,23,/DDNYYY) 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 an this certificate does not confer rights to the certificate holder in lieu of such endarsement(s). PRODUCER License#OC36861 CONTACT Danielle Harris NAME: Lanham-Alliant Ins Svc Inc PHONE FAX 9901 Business Pkwy Ste B (A/C,No,Ext): (A/C, No): Lanham,MD 20706 E-MAIL danielle.harris@alliant.com INSURER 5 AFFORDING COVERAGE NAIL# INSURERA:ACE American Insurance Cam an 22667 INSURED INSURER B:Great Northern Insurance Cam an 20303 Safeware,Inc. INSURER C:Indian Harbor Insurance Company 36940 _ 4403 Forbes Blvd INSURER D:Federal Insurance Company 20281 Lanham,MD 20706 INSURER E:Travelers Casualty and Surety Company of America 31194 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 LTR INSD WVD MM/DDIYY'YY MM/DD/YYW A COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE OCCUR G714086 00 71112021 71112022 DAMAGE TO RENTED '100,000 PREMISES Ea occurrence MED EXP(Any oneperson) $ 51000 Approved Risk Mariagerneiit 4th Attachmepts 01,000,000 PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 21000,000 X POLICY FIJECT PRO- El LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: 8- - 01 EBL AGGREGATE $ 11000,000 B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1 p001000 Ea accident $ X ANY AUTO 73609894 7/1/2021 7/1/2022 BODILY INJURY Per erson $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ C UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 5,0001000 X EXCESS LIAR CLAIMS-MADE SXS0059397 7/1/2021 7/1/2022 AGGREGATE $ :::::== DE D RETENTION$ General Agg $ 5,0001000 D WORKERS COMPENSATION X H YIN AND EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE 71764145 7/1/2021 7/1/2022 E.L.EACH ACCIDENT $ ,0001000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,0001000 It yes,describe under ,0001000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ E Cyber Liability 105648936 7/1/2021 7/1/2022 Limit 2,0001000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate holder is additional insured with respect to: 1)general liability for products,ongoing operations and completed operations;and 2)automobile liability both to the extent required by written contract subject to policy terms,conditions,exclusions and limits. General and automobile liability policies permit waiver of subrogation prior to loss. Applicable policy forms are attached or available on written request. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The Monroe CountyBoard of County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty ACCORDANCE WITH THE POLICY PROVISIONS. 1111 12th St.,Suite 408 Key West,FL 33040 AUTHORIZED REPRESENTATIVE 14 k�Ie Ile, &44, ACORD 25(2016103) @ 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER:G71540856 003 COMMERCIAL GENERAL LIABILITY CG 20 15 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSU RED - VENDORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) (Vendor) Your Products All Vendors All Products I Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 — Who Is An Insured is amended to demonstration, testing, or the substitution of include as an additional insured any person(s) or parts under instructions from the organization(s) (referred to throughout this manufacturer, and then repackaged in the endorsement as vendor) shown in the Schedule of original container; this endorsement, but only with respect to liability e. Any failure to make such inspections, for "bodily injury" or "property damage" arising out adjustments, tests or servicing as the of "your products" shown in the Schedule of this vendor has agreed to make or normally endorsement which are distributed or sold in the undertakes to make in the usual course of regular course of the vendor's business. business, in connection with the distribution However: or sale of the products; 1. The insurance afforded to such vendor only f. Demonstration, installation, servicing or applies to the extent permitted by law; and repair operations, except such operations performed at the vendor's premises in 2. If coverage provided to the vendor is required connection with the sale of the product; by a contract or agreement, the insurance afforded to such vendor will not be broader g. Products which, after distribution or sale by than that which you are required by the you, have been labeled or relabeled or contract or agreement to provide for such used as a container, part or ingredient of vendor. any other thing or substance by or for the B. With respect to the insurance afforded to these vendor; or vendors, the following additional exclusions apply: h. "Bodily injury" or "Property damage" arising 1. The insurance afforded the vendor does not out of the sole negligence of the vendor for its own acts or omissions or those of its apply to: employees or anyone else acting on its a. "Bodily injury" or "property damage" for behalf. However, this exclusion does not which the vendor is obligated to pay apply to: damages by reason of the assumption of (1) The exceptions contained in liability in a contract or agreement. This Subparagraphs d. or f.; or exclusion does not apply to liability for (2) ,Such inspections adjustments, tests or damages that the vendor would have in the servicing as the vendor has agreed to absence of the contract or agreement; make or normally undertakes to make in b. Any express warranty unauthorized by you; the usual course of business, in c. Any physical or chemical change in the connection with the distribution or sale product made intentionally by the vendor; of the products. d. Repackaging, except when unpacked solely 2. This insurance does not apply to any insured for the purpose of inspection, person or organization, from whom you have CG 20 15 12 19 @ Insurance Services Office, Inc., 2018 Page 1 of 2 acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. C. With respect to the insurance afforded to these vendors, the following is added to Section III -- Limits Of Insurance: If coverage provided to the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Page 2 of 2 @ Insurance Services Office, Inc., 2018 CO 20 15 12 19 POLICY NUMBER:G71540856 003 COMMERCIAL GENERAL LIABILITY CG 20 18 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - MORTGAGEE, ASSIGNEE OR RECEIVER This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name(s) Of Person(s) Or Organization(s) Designation Of Premises As required by written contract/loan requirements, provided contract/loan is executed prior to loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of the premises by you and shown in the Schedule. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. C. With respect to the insurance afforded to these additional insureds, the following is added to Section 111111—Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 18 12 19 @ Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER:G71540856 003 COMMERCIAL GENERAL LIABILITY CG 20 26 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED P ERSON O R O RGAN IZATI O N This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organ ization(s): Any Person or Organization where required by written contract signed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 — Who Is An Insured is amended to This endorsement shall not increase the include as an additional insured the person(s) or applicable limits of insurance. organization(s) shown in the Schedule, 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: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section 111111—Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. CG 20 26 12 19 @ Insurance Services Office, Inc., 2018 Page 1 of I POLICY NUMBER: G71540856 003 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Where required by written contract, signed by both parties prior to loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 O Insurance Services Office, Inc., 2008 Page 1 of 1 ❑ COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM borrow in your business or your personal This endorsement modifies the Business Auto Coverage Form. affairs. 1 EXTENDED CANCELLATION CONDITION C. Lessors as Insureds Paragraph A.2.b.—CANCELLATION -of the Paragraph A.1.—WHO IS AN INSURED—of COMMON POLICY CONDITIONS form IL 00 17 is SECTION 11— LIABILITY COVERAGE is deleted and replaced with the following: amended to add the following: b. 60 days before the effective date of cancellation if e. The lessor of a covered "auto"while the we cancel for any other reason. "auto" is leased to you under a written 2. BROAD FORM INSURED agreement if: A. Subsidiaries and Newly Acquired or Formed (1) The agreement requires you to Organizations As Insureds provide direct primary insurance for The Named Insured shown in the Declarations is the lessor; and amended to include: (2) The "auto" is leased without a driver. 1. Any legally incorporated subsidiary in which Such leased "auto"will be considered a you own more than 50% of the voting stock on covered "auto"you own and not a covered the effective date of the Coverage Form. "auto"you hire. However, the Named Insured does not include However, the lessor is an "insured" only any subsidiary that is an "insured" under any for"bodily injury" or"property damage" other automobile policy or would be an resulting from the acts or omissions by: "insured" under such a policy but for its 1. You; termination or the exhaustion of its Limit of 2. Any of your"employees" or agents; Insurance. or 2. Any organization that is acquired or formed by 3. Any person, except the lessor or you and over which you maintain majority any"employee" or agent of the ownership. However, the Named Insured lessor, operating an "auto"with the does not include any newly formed or acquired permission of any of 1. and/or 2. organization: above. (a)That is an "insured" under any other D. Persons And Organizations As Insureds automobile policy; Under A Written Insured Contract (b)That has exhausted its Limit of Insurance Paragraph A.1 —WHO IS AN INSURED—of under any other policy; or SECTION 11— LIABILITY COVERAGE is (c) 180 days or more after its acquisition or amended to add the following: formation by you, unless you have given f. Any person or organization with respect to us written notice of the acquisition or the operation, maintenance or use of a formation. covered "auto", provided that you and Coverage does not apply to "bodily injury" or such person or organization have agreed "property damage"that results from an "accident" under an express provision in a written that occurred before you formed or acquired the "insured contract", written agreement or a organization. written permit issued to you by a B. Employees as Insureds governmental or public authority to add Paragraph A.1.—WHO IS AN INSURED—of such person or organization to this policy SECTION 11— LIABILITY COVERAGE is amended to as an "insured add the following: However, such person or organization is d. Any"employee" of yours while using a an "insured" only: covered "auto"you don't own, hire or Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Edk 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER For policies or exposure in Missouri. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by- the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below'is required only when this end orsementis'Issued subsequent to preparation of the policy.) Endorsement Effective 07-01-21 Policy N . 71764145 Endorsement N . Insured SAFEWARE, INC. Premium$ Incl. Insurance Company Federal Insurance Company Countersigned By WC 00 03 13 (Ed @ 1983 National Council on Compensation Insurance. Unde.rwfiler Copy Workers'Compensation and Employers' Liability-Policy Named Insured Endorsement Number SAFEWARE,INC. Policy Number bol: N u m!jt[:_ 7176-41-45 Policy Period Effective Date of Endorsement 07101/2021 TO 0710112022 07/01/2021 Issued By(Name of Insurance Company-) Federal Insurance Company Insert the qyM4 olip er The remainder of the information is to be comp �!y me en this endorsement is issued subsqquent to the re ration of the poll icy. _y p CALIFORNIA WAIVER OF UR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this, policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged 'in the work described in the Schedule. Schedule 1. (0) Specific Waiver Name of person or organization (Z) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL CALIFORNIA OPERATIONS 1 Premium: The premium charge for this endorsement shall be I% percent of the California premium developed on payroll in connection with work performed for the above person(s)or organization(s)arising out of the operations described. 4. Minimum Premium: Authorized Representative WC,90 03 75(05/18) Underwriler Copy WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 B (Ed. 6-14) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our p-ayments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This,endorsement shall not operate directly or indirectly to benefit,anyone not named in the Schedule, 3 The premium for this endorsement is shown in the Schedule:. Schedule 1. (E-j)l Specific Waiver Name of person or organization (0); Blanket Waiver ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS;AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER. 2.. Operations: ALL TEXAS OPERATIONS 1 Premium: The premium charge for this endorsement shall be 2% percent of the preen ium developed on payroll in connection with work performed for the above person(s)or organization(s)arising out of the operations described. 4. Advance Premium: This endorsement changes the policy to which it is attached and is effective,on the date issued unless otherwise stated, (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 0 7-0 1-2 1 Policy No. 71764145 Endorsement No, Insured SAFE' RE-, INC. Premium$ Incl. Insurance Company Federal Insurance Company Countersigned By WC 42 03 04 8 (Ed� @6 Copyright 2014 Nation-al Council on Compensation Irisurance,Inc.All Rights Reserved. Underwriler Copy (1) with respect to the operation, d. Rental Expense maintenance or use of a covered We will pay the following expenses that you or "auto"; and any of your"employees" are legally obligated (2) for"bodily injury" or"property damage" to pay because of a written contract or caused by an "accident"which takes agreement entered into for use of a rental place after: vehicle in the conduct of your business: (a) You executed the "insured MAXIMUM WE WILL PAY FOR ANY ONE contract3i or written agreement; or CONTRACT OR AGREEMENT: (b) The permit has been issued to 1 $2,500 for loss of income incurred by the you. rental agency during the period of time that 3. FELLOW EMPLOYEE COVERAGE vehicle is out of use because of actual EXCLUSION B.5. - FELLOW EMPLOYEE—of damage to, or"loss" of, that vehicle, including SECTION 11— LIABILITY COVERAGE does not apply.4. PHYSICAL DAMAGE—ADDITIONAL TEMPORARY income lost due to absence of that vehicle for TRANSPORTATIONuse as a replacement;EXPENSE COVERAGE 2. $2,500 for decrease in trade-in value of the Paragraph AA.a.—TRANSPORTATION EXPENSES rental vehicle because of actual damage to —of SECTION III — PHYSICAL DAMAGE that vehicle arising out of a covered "loss"; and COVERAGE is amended to provide a limit of$50 per day for temporary transportation expense, subject to a 3. $2,500 for administrative expenses incurred maximum limit of$1,000. by the rental agency, as stated in the contract 5. AUTO LOAN/LEASE GAP COVERAGE or agreement. Paragraph A. 4.—COVERAGE EXTENSIONS-of 4. $7,500 maximum total amount for paragraphs SECTION III—PHYSICAL DAMAGE COVERAGE is 1.) 2. and 3. combined. amended to add the following: T. EXTRA EXPENSE—BROADENED COVERAGE c. Unpaid Loan or Lease Amounts Paragraph A.4. —COVERAGE EXTENSIONS—of In the event of a total "loss"to a covered "auto", we will SECTION III—PHYSICAL DAMAGE COVERAGE pay any unpaid amount due on the loan or lease for a is amended to add the following: covered "auto" minus: e. Recovery Expense 1. The amount paid under the Physical Damage We will pay for the expense of returning a Coverage Section of the policy; and stolen covered "auto"to you. 2. Any: 8. AIRBAG COVERAGE a. Overdue loan/lease payments at the time of Paragraph 13.3.a. - EXCLUSIONS—of SECTION the "loss"; III— PHYSICAL DAMAGE COVERAGE does not b. Financial penalties imposed under a lease for apply to the accidental or unintended discharge of excessive use, abnormal wear and tear or an airbag. Coverage is excess over any other high mileage; collectible insurance or warranty specifically c. Security deposits not returned by the lessor: designed to provide this coverage. d. Costs for extended warranties, Credit Life 9. AUDIO, VISUAL AND DATA ELECTRONIC Insurance, Health, Accident or Disability EQUIPMENT- BROADENED COVERAGE Insurance purchased with the loan or lease; Paragraph C.1.b. —LIMIT OF INSURANCE-of and SECTION III - PHYSICAL DAMAGE is deleted e. Carry-over balances from previous loans or and replaced with the following: leases. b. $25000 is the most we will pay for"loss" in any We will pay for any unpaid amount due on the loan or one "accident"to all electronic equipment that lease if caused by: reproduces, receives or transmits audio, visual 1. Other than Collision Coverage only if the or data signals which, at the time of"loss", is: Declarations indicate that Comprehensive (1) Permanently installed in or upon the Coverage is provided for any covered "auto"; covered "auto" in a housing, opening or 2. Specified Causes of Loss Coverage only if the other location that is not normally used by Declarations indicate that Specified Causes of the "auto" manufacturer for the installation 16 Loss Coverage is provided for any covered auto"; of such equipment; or (2) Removable from a permanently installed 3. Collision Coverage only if the Declarations indicate housing unit as described in Paragraph that Collision Coverage is provided for any covered "auto. 2.a. above or is an integral part of that 6. RENTAL AGENCY EXPENSE equipment; or Paragraph A. 4. —COVERAGE EXTENSIONS—of (3) An integral part of such equipment. SECTION III-PHYSICAL DAMAGE COVERAGE is amended to add the following: 10. GLASS REPAIR—WAIVER OF DEDUCTIBLE Form: 16-02-0292 (Rev. 11-16) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" Under Paragraph D. - DEDUCTIBLE—of their rights of recovery against such person or SECTION III—PHYSICAL DAMAGE COVERAGE organization under a contract or agreement the following is added: that is entered into before such "loss". No deductible applies to glass damage if the glass To the extent that the 11 nsured's 35 rights to is repaired rather than replaced. recover damages for all or part of any 11.TWO OR MORE DEDUCTIBLES payment made under this insurance has not Paragraph D.- DEDUCTIBLE—of SECTION III— been waived, those rights are transferred to PHYSICAL DAMAGE COVERAGE is amended to us. That person or organization must do add the following: everything necessary to secure our rights and If this Coverage Form and any other Coverage must do nothing after"accident" or"loss"to Form or policy issued to you by us that is not an impair them. At our request, the insured will automobile policy or Coverage Form applies to the bring suit or transfer those rights to us and same "accident", the following applies: help us enforce them. 1. If the deductible under this Business Auto Coverage Form is the smaller(or smallest) 14. UNINTENTIONAL FAILURE TO DISCLOSE deductible, it will be waived; or HAZARDS 2. If the deductible under this Business Auto Paragraph B.2. —CONCEALMENT, Coverage Form is not the smaller(or smallest) MISREPRESENTATION or FRAUD of SECTION deductible, it will be reduced by the amount of IV—BUSINESS AUTO CONDITIONS- is deleted the smaller(or smallest)deductible. and replaced with the following: If you unintentionally fail to disclose any hazards 12. AMENDED DUTIES IN THE EVENT OF existing at the inception date of your policy, we will ACCIDENT, CLAIM, SUIT OR LOSS not void coverage under this Coverage Form Paragraph A.2.a. - DUTIES IN THE EVENT OF because of such failure. AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV- BUSINESS AUTO CONDITIONS is 15. AUTOS RENTED BY EMPLOYEES deleted and replaced with the following: Paragraph B.5. - OTHER INSURANCE of a. In the event of"accident", claim, "suit" or SECTION IV—BUSINESS AUTO CONDITIONS - "loss", you must promptly notify us when the is amended to add the following: "accident" is known to: e. Any 1fi auto" hired or rented by your"employee" (1) You or your authorized representative, if on your behalf and at your direction will be you are an individual; considered an "auto" you hire. If an (2) A partner, or any authorized "employee's" personal insurance also applies representative, if you are a partnership; on an excess basis to a covered "auto" hired (3) A member, if you are a limited liability or rented by your"employee" on your behalf company; or and at your direction, this insurance will be (4) An executive officer, insurance manager, primary to the "employee's" personal or authorized representative, if you are an insurance. organization other than a partnership or 16. HIRED AUTO—COVERAGE TERRITORY limited liability company. Paragraph B.7.b.(5). - POLICY PERIOD, Knowledge of an "accident", claim, "suit" or COVERAGE TERRITORY of SECTION IV— "loss" by other persons does not imply that the BUSINESS AUTO CONDITIONS is deleted and persons listed above have such knowledge. replaced with the following: Notice to us should include: (5)A covered "auto" of the private passenger 61 (1) How, when and where the "accident" or type is leased, hired, rented or borrowed "loss" occurred; without a driver for a period of 45 days or (2) The "insured's" name and address; and less; and (3) To the extent possible, the names and 17. RESULTANT MENTAL ANGUISH COVERAGE addresses of any injured persons or Paragra ph C. of-SECTION V—DEFINITIONS is witnesses. deleted and replaced by the following: 13. WAIVER OF SUBROGATION "Bodily injury" means bodily injury, sickness or Paragraph A.S. -TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of disease sustained by any person, including SECTION IV—BUSINESS AUTO CONDITIONS is mental anguish or death as a result of the "bodily deleted and replaced with the following: injury" sustained by that person. 5. We will waive the right of recovery we would otherwise have against another person or organization for"loss"to which this insurance applies, provided the "insured" has waived Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" 0 DATE(I MMA)DNYYY) AoC<?R" C Ef T I F C AT Ef O F L�IA I L I TY INSURANC E 1012412025 THIS CERTIFICATE IS IIISSUEJC AS A MATTER OF INFORMATION QNLY AND CONFERS H IF IGHTS III N THE CERTIF]CATE HOLDER. THIS CERTIFICATE DOES NOT' AFFIRMATIVELY OR NEGAT11VEL'Y AME , EXTEND OR ALTIER THE COVERAGE AFFORDED BY THE POLICIES BELOW., TH1S CERTIF1CATE OF INISURANICE DOES NOT CQNSTITUTE A CONTRACT BETWEEN THE ISSUING IINSURER(S), AUTHGRIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER- IMPORTANT': If the,certificate,holder is an ADDITIGNAL INSURED,the policy(ies") must have ARCS D1'TIONAL UNSURED Iprovisions or be endorsed. If SUBROGATION IS WAIVED,, subject'itothe terms and con�diltlons of the policy, certMn Ipolicies may requ]re,an endoirsemient., A statement on this certificate does not confer"rights It the rtificat Ilhold r in lileu of'such enclorsement(s PRODUCER CONTACT NAME: Samantha Grace S IIIrIs,urance,Associates, IIInc. PHONE FAX 20 Wight Ave Suite,30,0 (Ali No.Emit)::443-63,2-3317 JAIC'IINo):::410-337-05,51 LESS:I Hunt Valley MID 210,30 AD Sama°It .Gr MIar I s om I[NSU RIER(S)AFFORD ING COVERAGE (NAIIC# INSURER A:Aspen Specialty Insurance Company 10717 INSURED SAFEINC-02 INSURER B: Liberty Insurance Corporation 42404 Safewia rie, I n c. INSURER C:AJIlecl Woflcl Assurance Company 19489' 4,403,Forbes,Bivid L,anham MID 20706 INSURER D:Admiral Insurance Company 24856 INSURER E:: INSURER F COVERAGES CIMTIFICAT'E NUMUER:3148,42960 IR E'' INLIJIVIBEIR: THIS IS TO CERTIFY THIAT THE IPOLIICIES OF IINISUR ANCE, LISTED BELOW HAVE IREEIN ISSUED TO THE IINISURJED NAMED ABOVE, FOR THE POLICY (PER10D INDICATED. IHOTWITHIST ,III DIING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH IRE.SPIECT TO WHICH THIS CERTIFICATE MAY BE, ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT Tom, TILL THE TERMS, EXCLUSIONIS,AND CONDITIONS OF SUCHROLICIE&LIMITS,S,,HO'WN MAY HAVE BEEN REDUCED ICY PAID CLAIMS- IINSR ADDL SUBR POLICY EF�F POLICY EXP LTR TYPE OF INSURANCE IINSD WVD POLICY NUMBER jMMIDDffYYY) (MMVDD(YYYY) LIMITS A X. I COMMERCIAL GENEIRAL LIABILITY GR01 1 G F25, 71112025 7/1,12026 EACH OCCURRENCE 5'I,0()0,D0() F_ DAMAGE TO RENTED CLAIMS-MADE A X71 I OCCUR PREMISES(Ea occurrence) $100,0010, A PP ROVED BY UPI SK MIANAGEM ENT DIED IEXP(Any one persoin) $10,000 PERSONAL&ADV INJURY $11,000,00f) BY GEN'L AGGREGATE LIMIT APPLIES�PER- DAT�E 0_24_25,�� GENERAL AGGREGATE S 2,000,DOC) F_V_] ................................................................................................................................................................................................................................................................................................................................. PR0_ C UC TS- O CMP/ G 0 OP AG S 2,0100,001 POLICYF-k JECT ILO PRODWAIVERNA X YES OTHER: 5 B AUTOMOBILE,LIABILITY AS77Z51-.'29,4852-025 71112025 7/112026 COMBINED SINGLE ILIIMIT 5 11,0BO'Doc) (Ea accident) X A,NY AUTO BODIL" III JU R Per Iperson), 5 O'W'NED SCHEDULED BODILY III JUR Rer accident) 5 AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY IDAMAGE $ AUTOS GNL A�UTOS ONLY _(Per accident) IC X ULIMBREILL ILIIAB X OCCUR 0314-3,273 7/112025 71'112026 EACH OCCURRENCE 5 5"0.00,00.0 EXCESS LIIAB LAIMS-MADE AGGREGATE 5 5,000,000 CIE( I X I RETENTIGIN 3 1 n fon B WORKERS COMPENSATION WCT-Z51-294,852-015 71112025 7/112026 X STER OTIH M PAND EILOYRS E 'LI1AB1LffY ATUTE I I ER ANYPIIFZOPRIE'TOF;U'PARTNEFUF-,XE,CUTI'V�E E L.EACH ACCIDENT $11,000,000 OFFI,C,EF;UMEMIIIBEREX,GLU�DED?, 7N N4 A III Iandatiio uih Nil) E L.DISEASE-EA IEMPLOYEE $1,000,000 If yes,descdbe u�nder DESCRIPTION OF OPERATIONS blelIow E.L.DISEASE-POLICY LIMIT $1,000,000 D Excess Layer UXODD000968-0.2 7/112025 7/112026 Limit $15M_Excess$151M. DESC RIPTION OF OPERATIONS I LOCATIONS I VIEHIC LES 11 ACORDIO,I,Additilonal�RernmarksSc,Ilhediu�lle,,,imjat The attached if miore space i1srequited' Final IExcess,Layer-CRC(Weisffi ld Specialty Insurance Company)-XSL424569,W'01 -7/112025-711/2026-$5,1VILA-10M. Professional Liabli'lity-R-T.Special ty-VL0566 IP71 -7/1,12025-7/1,12026-$2,00 0 000im'i, Lt Cyber ILiabifflity_Travelers Casulalty Insurance Co-of America-1078)6,7490,-7/1120.25,-7/1,12026,- Employmerat IPracb ces Liability-Travelers Casual�ty Insurance Co.,of Amen-ca-107867490-711...........97 P%T- W, 2.000.000 Urnit, Excess-Cyber-Chubb&Son, Inc.,-G7141 1 3,45 Gi 7/112025-7/1,12026- Monroe County Board of County Commissioners Ii�s an additional Insured as,I espe.Ltb,IFIA3 U,Uillit3ldl LIdUllity UTIU MULU UdUltllyporhlons of coverage for work performed by th narned Iilnsured If requIred to be in a wri-ften executed contract With th Inamed insured(per thepolicyterms and condibons.. CERTIIFICATIE HOLDER CAJNCELLATIONI SHOULD ANY OF THE&BOVE DESCRIBED II OLI IE IIBE CANCELLlED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DEL,11"VERED 111Nl ACCORDANCE WIT"N'THE IPOLICY PIROVIS II" NS. Monroe,County Bioari Gounty Commissioners 11 GO S i monton Street At ITHOR17F D RFPRFSFNTAT1W Kley Wiest, FL,33,040 1@ 119,88-20 III 5 ACORD CGRIPORATION., All II ri ht Irenerved. ACOIRD 25(201,6103) The ACORD name and Illogo are regilsitered marks,of ACORD POLICY NUMBER:AS7-Z51-294852-025 COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement identifies person(s) or organization(s)who are "insureds"for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name Of Person(s) Or Organization(s): Any person or organization where the named insured has agreed by written contract to include such person or organization as a designated insured. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured"for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured"under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2.of Section I - Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 O Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: CR011GF25 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations As required by written contract signed by both parties prior to loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III— Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage" caused, in whole or in part, by required by a contract or agreement, the most we "your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the "products-completed operations 1. Required by the contract or agreement; or hazard". 2. Available under the applicable Limits of However: Insurance shown in the Declarations; 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted This endorsement shall not increase the applicable by law; and Limits of Insurance shown in the Declarations. 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 04 13 O Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: CR011 GF25 COMMERCIAL GENERAL LIABILITY CG20100413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations As required by written contract signed by both parties prior to loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for "bodily injury", "property This insurance does not apply to "bodilyinjury If or ,.damage" or "personal and advertising injury" pp y � ry caused, in whole or in part, by: property damage., occurring after: 1. All work, including materials, parts or 1. Your acts or omissions; or equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs) to be performed by or in the performance of your ongoing operations for on behalf of the additional insured(s) at the the additional insured(s) at the location(s) location of the covered operations has been designated above. completed; or However: 2. That portion of "your work" out of which the 1. The insurance afforded to such additional injury or damage arises has been put to its intended use by any person or organization insured only applies to the extent permitted by other than another contractor or subcontractor law; and engaged in performing operations for a 2. If coverage provided to the additional insured is principal as a part of the same project. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 10 0413 O Insurance Services Office, Inc., 2012 Page 1 of 2 C. With respect to the insurance afforded to these 2. Available under the applicable Limits of additional insureds, the following is added to Insurance shown in the Declarations; Section III— Limits Of Insurance: whichever is less. If coverage provided to the additional insured is This endorsement shall not increase the required by a contract or agreement, the most we applicable Limits of Insurance shown in the will pay on behalf of the additional insured is the Declarations. amount of insurance: 1. Required by the contract or agreement; or Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 10 04 13 AGREEMENT FO,R IMPLEMENTATION OF THE, ORACLE PUBLIC SECTOR C011YIPLIANIM AND REGULATION PRODUCT' This Agreement ("Agreemient'") r and M ' � into NISIday of 2025 �by and between Monroe County, a political subdivisilon ofthe State of Florida, whose, address Florida, f its, sm,cess,ors and assigns, hereinafter, I'rl i N I�I'' through ,�. Monroe BoardI I [ I of i E ,.I 0* III„ "" AND Safeware, ., ForeilgnI r I I' authorized d f I businesswithin Florida, whilosie pirinicipal address �i�s 44,03 Forbles Blvd. Lanham, MID 2,0706, fts suice-esislots and assigns, hereinafter referred to as "Safelware" or I Ify, WHEREAS ,2 the COUNTY Iis In i IofPubfic Saf6tyll Preparedness, SafetyEquipment I County,and SolutJions: and ,staff has rcheld various Products I Ind I I `. red r , N �purpio,se III has determinied the best optilon,to,meet the � k n ' I e,equipment and IM L l Iti I M and WHEREAS, this Agreement Will be utillizing completifive1y bid pribing throuligh OMINIA Partner's ItIII I r o, I � N I i public It fdr sector proicurement,, us,inig a COMIpetlitively bid I ,* the CountySIN i 'I behialflofitsielf and I � I I� I I I,, I I I I l i l ,o I Equipmen't and Rielated Siolutlions, ("Safeware,Contract 144000084168"), THEREFORE,, I I of the mutual prom'ses, covenants and algirelement's stated hereiiin, I nsildI ' N I � . r hereby aicknowiedgedg COUNTY and CONTRACTOR agree A ARTICLE I 1101 REPRESENTATIONS ANDWARRANTIES By exelcutiling this Agreement, CONTRACTOR makes'. the f'ollowing ex� iress P representatilons and warrantlesto the COUNTY. its or other authiorizafiloins 1 1.1.1 The CONTRACTOR s�hall maintain all necessary, ficenses, perm niecessary to act, as CONTRACTOR for the Servicels, until thie, CONTRACTOR'S dut*iies hiereunider have bleen fUlly siatitfied; 11.2 T'hie CONTRACTOR has, becomile famillar-with the, sde(s) andt"hie local con6tions under whilch the Services is to be comMieted. 1.1.3 The CONTRACTOR shall prepare 41] documentation required b�y this-, Agreement' 'In suich a mannier that they shall �be accurate, coordinated and adequate for usle in verifying w,ork comp[eted and �shiall �be in conformity and comply with all appAcable law', codlies, a,nd regLilations. The CONT�MCTOR warrants, that,the, docurnient's- prepared as a plart of this Agrelement. wifll ble adequate and suffi,611eant 'to doicument ciosts in �a, manner that ils acceptable 'for reirnbursement �by government agiencies, therefore eliminating any 10 a ddi fillanal cost due to missing or incorrect inf' rmatim; 1.1.14 The CONTRACTOR assumes f�ull responslibi'l"Ity to the extent allow,ed �by, law with regards to,his Plerformanice aind those dli'rectly �unider his, emplOy. 1.1.5 The CONTRACTOR'S s ervices shal! be performed as,expelditiously as is, Consistent With 11 mm profesisilional skill and care and the ordeirly prolgress of' the SeIry II[ces,., In prolv III aing all services pursluant to this, agreemient the CONTRACTOR shall abilde bly all statutes, ordinances, rules and regulations Pertaining to, or regullating the provislions, of sluch semices, [nicluding those now in effect and hiereinafter, adopted. Any violiation of said Statute% ord]bances, rules, and regulationis shiall constitute a miaterial Ibireach of' thils agirelement and shall entitle the Board to terminate this contract immiledlately upon,delivery of written notice of terminatlion to,the CONTRACTOR. 1 1.11.6 At" all times andl for all purploses undier, this agreement the GONTRACITOR is an independent contractor and not, an employee of the Board of County, Commissioners for Monroe County. Nio statement contained In this agreement sball be construed so as to findl the CONTRACTOR or anly of his/her employees, contractors, servants, or agents tio be eimplioyeles of''the Board of Countly, Commissiioniers for Monroe Colunty'. 1 1.7 The CONTRACTOR shall not 16scriminate agai-Inst any person on the ® iof race,, creled, 0 0 P m color, m9tional oin, in, slex,, age# or any othier characteristic or aspect wHch, is �not ob relatedlg Un fts recruiting, Kiring, promoting, termilhating, or any other area affecting employment undier, th'isagireemient, or With thie, provision of services; or goods, undlier th�is algrelement. ARTICLE 11 SCOPE OFIBASIC ,. Basic those diescribled in . The CONTRACTOR shall commenice work,on the s,ervices �pirov'�died for in this,Aqreiernienl� promplitly upon his receipt,of'a written notice to proceed from the COUNTY. 2113 NOTICE REQUIREMENT ,All written c"Orrespondencieto the COUNTY shali ble clated and signed by an authorized I , writingrepresent tive, of, the notice required or parmifted under thil' agreerniant shall be in delivered I! ,, l - E� I , , COUNTY by certified Bryan, Gook Employee I Ii e , Director 1Historic Gato Cigark 111 GO Simonton Strelet Key,West, 4 330410 ,Andl. Alan, MiacEa,chern DirectorIT Monroe County 1301CC InfOrmation Technology 1020150 Olversleas Highway, I Key,Largo,, FL 3,3037 And- Mrs, Christine Hurley Monroe County Administrator West,, 1 Peter Van hil National III t I , Government Safety Solutions Safeware Lanham, MD Ii i BasicARTICLE, III ADDITIONAL PRODUCTS AND SERVICES, 311.1 Ad'ditilona] products and services are Scopleof € h COUNTY I require addi'litionall proicluictsior services, they, shall be paild for I ink i (, Irates or feles, as neglotlated a a i iin accordance with the completitively bid pricinig underSafeware Cointract.44000084,68, but,only if approved blythe COUNTY before commencement'.. 3.2 If Additional Servilms are required the COUNTY shall issue, a letter, requilesting and desicribing the requiested products and servilices. tio the CONTRACTOR. The • CONTRACTOR shall respiond with �a fee, propio,saiii, in accord,anice with thie competitive prilicing undlier thie, Siafbware Contract 4400,008468 to, provildle the requesteld products andlor to perform thie requested services. Only after recei'vin-g a,n amendIrnient tio the Agreement and a notilice to proceed from the COUNTYIii, Shaill the CONTRACTOR proceled with the Additional Service�s. Any adiditillonal services�must be funded and approveld by the Board of County Commissioners. ARTICLEIV COUNTY"S RESPON SIB ILITI ES 44,11 The COUNTY shal.11�prov de complete and accurate information and cooperatilon regarding requirements fior thie Services 'lincIuding access tio county offtices and facilifies. 4.2 The COUNTY shall idlesignate a, representati've to act on the COURTY's, behalf with respect to the Services. The COUNTY or its, representative shall render dectsions in a timiely mannier pertaining to, requiest for inforrnatlilion sub�rnittied by thile CONTRACTOR in order to, avoid unreasoinia,ble delay in the orderly, aind sequientiall progress of the CONTRACTOR'S slervices. 4.3, Prompt written notIce shia I Iby the COUNTY and the CONTRACTOR's represientative if either becorm aware of any falult or defect, In thile servims or non-, conformiance with, the Agreement Documents. Wriften notice, shall be deemed to, have I been dully servedlif's,ent.pur'suiaint tic, paragraph 2.1 4.4 The COUNITY shia,11 furnish requilred informiation and shall Irender approvals and decisions as, expelditliously as necessary for the orderly progress of the CONTRACTORS se�rvicesi. 41�51 The COUNTY III of any informatlion or docurnients, prepareld byt'hie CONTRACTOR or tts, sublicontractiors, shall be, solely, for, Ithile, plurpose of determining whether such information or docurnients are generaIlly, consistent, Mitith the COUNITY's criter'"ta 'for, the, 0n' Services. No rev'Iew of'suich information or, doicuments. Shall relieve the CIONITRACTOR, of respionsibillity for,the accuracy, adequalicy, fitness,, suitability or coordlinationof�its work produict. ARTICLE V INDEMNIFICATION AND HOLD HARMILESS 51.11 The CONTRACTOR covenants and algrees to ind&mnify and hold harmles,s, COUINTY/Monroe Counity and Monroe County, Board of Ciounty Commissioners, 11(s officers. and lernployeles from, liabillitie% diamaiges, losses, and ciosts,,, including but not 1 0, Imitied to,, reasonable attorinleys" fees, to the extent causeld by the, negfilgience, recklessniess# or intentional wrongful conduct of the CONTRACTOR, subcoMraictor(s) and other Persons ernployed or utiliZed by the CO3NTRACTOR, in the plerformanice of the contraic t.,14 � � The extent fIi ili s i no li i�e� reduced, n i �i i � requirements conitaJinied elsellwherewithin this, gr eml int., 51.3 In the event the completion of the project (to includethe work 1t rs i'S dielayeld or sus,panded s,a result of t ile C TRACT I ,'3,,1rF�a,lure t�o plurchalsiel or malintallnL the required� lini uieran ,, thile C, r TR.ACT'GR, shall indiernnify C IINT '' from lla,eny' all i creasie xpensies reslulting from such dlielays* .4, This indemnification,shall survJve the expir, ion or IearlytermInation of Ithe Agreement. ARITICLEVI PERSONNEL 61.11 PERSONNEL The CONTRACTOR TAC TO shall �� s�,s i' � � ly, qual'' ied personnel too perform any l ry i concerning the �pr elct, ARTICLE VIII COMPENSATION and TERM 7.11 COMPENSATION B� SE SPECIFIED RATES 7.1.1 The COUNTY shall pay the I 'TRACTQR monthly, in current funds for theI �C O T IC,TI "S iperformance o� this gr+ mi sie on the coirnplefiltively bid ricing � s, outtined in the �atil'on(s), als Attachment 81. The T�o�,81 Estimated ot, to Exceed Amount of Fo�qy,-Six Thousiand Ei-glM Huindred and Ei0ty-SievIen Dollars and ,EjIghly Six ,Cents, � )will apply to this, Agreement. 7.2, PAYMENTS .1 F r iIts assumptilon andi er rm ni �e , ' 't le i lutles, I�i atji ns and responsibilities. lot, forth herelb,the O TACT �shiall I e paid in equol rnionthly installments.en�ts. l � entdill be miadle Pursuant too the,L i al Govern Men�t Prompt ialy nt Apt 2 1 ,,, '' l gridia, Statultes. i(A) If thie O TRACT 'S duties, lobligations anidries i+ n i ii l itii s sere materially changed bly amendmient, to ils, Agreement after exieloutibin of, this, Agreement, i pen s, j o�n dule to the CONTRACTOR sill ble equitably aidjuisted, eit l r upward r downward;, (B) As, a conditi'lon precedentfor any, payrnlent, dlue u i d i ,r t *ts Agreement, the CONTRACTORshall submit monthly, unlesis otherwise agreedl ii� € wirifing bythe COUNTY,, a prope r, invoilce tiol COUNTY requesting playmen't for services proplerly �reniderei . The, C0NTRACTOKS 't'nvoilce shall desicribe with rea iroin le particula,rity the servic,e rendered. The CONTRACTOR'S invoice sha,11 be A I lort. of e penses accompanied by Suich supporlt'ing documentation or data in Supp X epit for, whic h payment, is wught that is, acc Able to the Clerk basedl on generally I accepted account princiPlies a�nd such law�s, rules and reguilatilons, as, may govern the Clerk I s,disbursal of funds. 7-3 BILIDGETAND REIMBUIRSEABLE EXPENSES 73.1 The C ONT RAC TOR may, not be entlitlield to receivie,, aind the COUNTY is �not' obligaited ,to a, a �pialy, any fees or expenses in exicess of the amount budgeted for thills contract in elach fisica] yea,ir (Oictober 1 - September 30) by COUN'T,Y's, Bolard of Count, Commissioners. The y bluidgetiod amiount �maly,only be! modified by an affirmatilve act of the COUNTY's Roardof County Clomms,siloners. 7.3.2 The COUNITY's performance and olibligation to paly under this Agreement is contingent upoin an annuial appropr III'ation by-the Board of County Commissioners iandl the approval olf the, Board nnembers all the time of'contract initiation and its duration. 7.3.3 It is anticipated that no reimbursable expenses wil! �be incurred by the CONTRACTOR M, Expemeswill only ble reimbursed if authorized by thieCounty in,writ.1ing un adviance aM to thile extent a nd i n thileuthiorized bly,Section 1112.0611 m F11 o ri da Statuties, 7.4 TERM OFAGREEMIENT Tf IIniti,al termi ofAhis, Agreement isperiold of niotto exceed! �one (11) year f'rom date ofe'Xiecution of this Agreement by all parties or until completion of the work contemplated by this Agreement, whichever comies first. This,Agre,ement may be extended �upion mutuiRil agreement ofthe partiles. The Agreleirnenit may be renewed after the initial term for five (1) one-yeaiir extensilons, [n accorclance with, thietermi of thie Safeware Contract. Any relnewall j ,of' this Agreement must be 'in writing and sligneld by both the, COUNTY and GONTRACTOR. ARTICLE 'Vill INSURANCE 181.1 The CONITRACTOR shall obtaininsuiranice as, specifiled aindl maintailn the required insurance at all timies that, thils Agreement is in effect. In the eveint the completion of the project ('to includlie the work of others) is, delayed or suspended as a result of' the i p CONTRACTORS f'ailure s tic, purchaie, or, ma intain, the relclutred insurance, the CONTRACTOR shall indemnify the COUNTY from any, and a i � Iexpenses, resulting from suich delay,,, Coverage Minimum Limits Form Worke,rs`Compensation Stiaitvtlory Employer's WWU L I i i 1 2 1 a,b 6 i 1 lity $5010,,000/$11 5 11 0 11 Q I e 1 0D,0/$5010j,0)DD W'C2 CommerIll atill general 1-11iiabillity GO, VL2 Vehicle Lilabillity $300,01000 Professional Liability $11 000 0001,/$2,0010,0100 PRD3 Cyber Lillabil'ity $1,1�0100 000 1, CLI with an A.M. Best rating of 8.2 The coveralge i prov'Ided hier6in shall be provded by an iinsurer i, I VI or betteir, thatis flicensed to,busibeis,S in the State of Florida and that has an. agent for servilcle of Process Mthin the StIaIe of Florida. The colvierage shall Icontain, an endiarsernient prolvil'iding sJxtyl (601) days notice to the CIO UNIT'Ypnior to any cancellabion ofsaild coveragle. Said coverage shall be written by an inslurer acceptab,le to, the GOUNTY and shall be in a fbr,m acceptable to the CGUNITY., 8.3 GONTRACTOR shall obtain anid fly III the follow'Ing polilcies.", A. IA Compensiation, iiinsurance as requil"red by the State of, RoIli da, suffic'ient to respond to Florida Statute, 440 (Se,e, F1orm 'WG2,). B. �Empl�oyersLi'C Ins,u�ranciew'�it�hlimi�ti,slof'$10�0,,�0,00,�perAcc�idle�ntl,, '$.5010,IDOODiseiasl ,,, P101icy limits, $100,000 Dislease each employee ('See F'ormi WC21). C. General Uabl]fty Insuranclel, includ'in, Personal Iniury, Uliability, covering clalms for t . d 9 1 , unjuries to mem�bers of the publlic� or damage to property, of others ansing out ofany covered act or omilssion of the CONTRA,CTOR or any of its employee%, agents or subcontractors or slubcontractors, ernployee,s or agents, inic]uding Prem Jses, and/or Opleraflions, Products anid Completed Operatilonis, Independent, Clontractors,"; Brolad Form Property, D,amiage and a Blanket Contractuiall Liab'fllty Endorsement wifth $11 01001,000 Limits(See Form GL3). An 10ccurrenice Form piollicy is preferred. If cloverage, is ch angod to, or provid ed olln a Cla'lms Maide plohicy, its prov-sionis Should iniclude col veIragiie for dalms filed on or aftu the, effecti've date ofth'I's contract., In aiddition,, thie Period for whIch clNims may �be 0 repurted must, exten!d for a, m[Mmurn of 48 months, following the, term ination or expiration of IINs contrad"., D'', Professional Lliability Insurance of $11,0010,,000 limit's. Ifthe polficy triclaims miande" ploficy, CONTRACTOR shall! I Ii l Icoverage or purchase a "tail" to cover cliaIims Imadle after completion of the, project,to,cover t�.hie statutory timle, HIMIN's Un Chapter 95 of' the Florilda Statutes, (See Form PR,03).. �E. G bler, Liability InsuriOnce 'to Miclude the followung coverages,': Datia Brealch, Network Y $ Securilty Liability, Internet Media, Netwlork Extortlion, regulatory Proceedings, PCI Fibe and ® The milnimurn limits a1cceptable is.: $11,,,0010,,,000. (Slee F'orm CLI) F. GOUNTY shiall ble named as an, additional insured with respect to CONTRA ICTOR'S lilab[lities hereunder'ln, insurancle coveragesidentified In Plafaigraipbs G,, G, CONTRACTOR shall require its subcontractors 'to be adequiatelly insured at leastt'0 the 111mit's, prescribed above,, and 'to any inicreased mmits of' GONTRACTOR if sio required by COUNTY during thie termi ofthis Agirelernent. COUNTY will niot pay for *I its of insuranice for subcontractors. increa,sed 11MI H. CONTRALTOR shiall provide to the COUNTY certificates of insurance or a copy of all, I insuirancle piolicies inclu61ng thlose naming the COUNTY as an addlitil'onal 'iinsured I, The COUNTY'reserves,the night,to require, a certified Icopy�of,such policies upon, request. L N N Ifthie, CONTRACTOR participates 'in a self-insurance flunid, Cerfi a J ficate of Insurance will be required. In adiEIS tion, the CONTRACTOR may be required to submit updated financi'aj statemients from the fund upon requiesUror"I 'the COUNTY. ARTICLE IX MISCELLANEOUS 9.1 SECTION HEAUINGS Section headiinigs have, been Inserted in thils, Agreement as, a matter of convenience of' reference only,and it Is agreled that such slection hea,dings are Inot a part of this Agreement and wJ111 not be used in 'thie iinterptetation ofany provision of this Agreement.. 1 92 SUCCESSORS. AND ASSIGNS, q, The GONTRACTOR shall not aissign or subcontract its dbligati*ons, under this algirelement, I in wrftIing and with thile PrIlor written approvial'of the Bolard of'County Commisistoners, for Monroe County and the CONTRACTOR, whilch approval shall be, subject 'to such conditions, and prolvisilons as the Board may deem necessary. Thils �paralgraph shall be, incorplorated by reference I1(Ito any assignment or subcontraict and any assignele or subcontractor shall comply with liall ofthe provisions of thi's, agreernient. Subject. to the Provislions of the 'Immieldlilatelly preceding sientence, each �party hereto binds itself, 'Its, successors,assigns and l Irepresentatlives,tio,thie other and to thie succes,sors, aissoigns and legal representati4es,of'such other party. 9.3 NO THIRD �PARTY BENEFICIARIES Nothling Icontaineld hiereln shiall icr,eate any rellatilonshi'p, contractual or, otherWise, with or any rights in favor of,, any,thiird party. 9.,4 TERMINATION A. In the event that the CONTRACTOR sibiall be found to be neiglilgent, in, any, sispect of service, thie, COUNTY sball have, the, hight to,terminiate! this agrelement after five dalys, wI itten notification to the GONTRACT'10R. B. Either of the Padiles hereto may cancel thl's, Agrelernient without cause by giving the, other party si�xty (60)diays, wriften notilce, olf lits intention C. Terminationfor Cause and Remedl�ies: InAhe elvent of bireach of any contraict term, the, COUNTY retains the right to terminate this Agrewlen't. The COUNTYmay a4so teIminate this agireemilentfor causle With CONTRACTOR should CONTRACTOR falill to perform the, covenants herein contalbled at the tIII rnie and in thie manner 1here III n provided., In the event of such terminationg Prior to terminatilon, the GOUNTY shall �provi�de C01NTRACTOIR, with f�ive (5) callendar days' nofice and Prov*11de the CONTRACTOR with an opportunity tio cure the,breach that has,oiccurreid,, If the breachi is not cured, the Agreement i ble term inalted'for causie,, If the, COUNTY terminates this algreerrient with the CONTRACTOR, COUNTY shall play CIONTRACTOR the sum due the CONTRACTOR under this agreemient prior to teirm�inaltiion, uinless the co,st of completion tio,the GOUNTY exceleds the fuin&reimaJlning� in the contract; howevier'. the COUINTY'reserves, the rilight to, assert and seek an,offset for darnalges, caused by the breach. The rnaxtmum amount, Id IGONTRACTOR shall niot 'in my event exceed the spiending cap 'in thlis Agrelement. In addlfiwp the WLIIN�TY res,ervies call rights availla,ble to recoup rno6ies plaild under t,h,i,s Agreementli, incluiding thie right.tIo sue for breach of contract and inclulding the, right to pursue a clia,im for vibilation of' the CWNTY's, False Claims Ordinianiceit liocated at Slection 2-721 let al. ofthe Monroe, County Cloide. D. TermIII atllon for Convenience:, The ICOUNTY' may termJinate thils Agrelement 'for convenience, at any, time, Iupion �sixty ('6011) days" iniotice to CONTRACTOR. If the C,OUNTY' 'termil'In,atie!s, ,thi�s, agreement With the CONTRACTORI, COUNTY Shall pay, CONTRACTOR the sum due the CONTRACTOR undier this, agreement Prior to, terminiationli, unless, the clost. of completion to the COUNTY exceeds, the funds, remaining in thile clontract. 'The maximm amount due to, CONTRACTOR. shall not exceed the spending cap in this Agreement. In aillioni, the COUNTY reservies all! rights avallablie to, recioup,mon�les plaid under this Agreement, incluid"Ing the dght tio suie for breilach ofcontract, and Inctud'Ing the rigiht tio pursl a clalm for Violation ofthe COUNTY s, False Claims Ordinance, located at Section 2-7211 let all. ofthe Monroe! County Colde, E, For,Contracts ofany,amiolunt, "of the,County idletermineis ithat,the ICoinlilract,oIrfIC,ons�ulta,nt, �has Subrnollitted a false cerfiffication under Section 2,87.135(5' Flor'da Statutes or haS, belen placed on the Scrutin*lzeid Companies that Boycott Israel List, or,is engaged in a, bolyclott, of Israel,lP the County shall halve the opfion of (1) terminating the Agreement after it ha,s given the Contractor/Consultant wirl"Itterli niotice and an, opportunRy to, demonstrate the agency 0 s dete Ill m'Iniatilon of false cerfilficatilon was in error pursuant to, Section 287.1135(5)1(a), Florida Statuitieslil, or (2) mainta'Ining the, Agreement if the coin idlition S of Slechion 287.1135(4), Flodda Statutes, are met. F., For Contracts of $11,10100,10100 or, more, if the Coul�nity deterrininies that the Contractor/Consultant subrinItted a,false ceAffication undor Section 12.87.11135(5),, Flor*11da. Statuties, or if 'the, Clontr,aict,o�r/,Consu�l�tiaint� �has, bleen plaiced o n 'the, Sicrutinized ,S, I I i Companies with ActivesIn'the Sudan List, the , trufini'zed Companies wilith,Activities, �in, the Iran Petroleum Energily Sector, Lis It, or been enigaigied in busiiniess operat'ions Iiin Cuba or Syria, the Colunty shall have thel Ioptillon of(1)terminating the Agreement aftler it hias given. the Contralotor/Clonsultant written notilce and <in opportunity to demonstrate the agency's, d� ICI mii'i'oiiait'Iii'olni of fialse cert,"Ifi"catilon was 't'n error pursuant to, Section 2,187.135('5)1('a), Florlda Statuitieslil, or, (2) maintaJon'tnig the, Agreement if thi i e conidlitons of Slect'i'lon ,287.135(4), Florildia Statutes., i met. 91.5, CONTRACT DOCUMENTS Th'is contract consists of''the Requiest,for Proposals (issued unider the, lead agency, undlier GUNIA Partners,), any addendia,, the Form of Agreement (AOicle�s WX/Th"s, Agreement, the CONTRACTORS response to the RFP, the dolcuments referred to �in the Formi of Agreernent as a plart of this Agreement and Attaichments, A, and �B, andl modificatilons, made after exelcutilon by wril'Itten amendmient. In the event of artly conflict bletween any of the Contract diocurnients, I I this Agreement w"11i control or afternatively the one imposing thie gureater burdien on 'the,C'ONTRACTOR will control,, 9.6 �PUBLIC ENTITIES CRIMES ,A Persion or affiliate, who has, �belen placed on thile, convicted viendor 111ist. fol1low"ing a, convict'lon for publilic enti1y crome Imay not submit,a bid on contracts to provildie any goods or services to a public entity, may�not subrnit�a bid on a contract.with,a public enfity for the construion or,repair of a publilc buHdIng or publlil'c work may, not,subm it�bilds on Ileasas,of r,eal property to public entlKly, may not be awarded or, perform work as. a contraictloir, suppliler, subcontractur, or CONTRACTOR, under a contrad with anly public entity, andl may not transiad *bjusiness, w1th any public entity, in excess of the threshold arniount ProvIdeld in Sect"lon 287.01171of the, Florida Statutes, for CATEGORYTWO for a peiriodi of 36, months, frorn the diate of beiing p1aceld on the convicted vendor list. By signinig thils Agreement,, CONTRACTOR represents that the execution of thist Agreement wfli not violate the Public Entity,Crimies,Act(Seict'lon 2,87.133. Florida Statutes). Violaflon, of this section shall result in termination olf this, Agireement and recovery,' of all monies ipaild hereto, and may result �In debarment from COUNTY's comp,efifime! Procurement adiVities., In additilon to, the foregioling,,, CONTRACTOR further represents, that, there has beeIn no, determ'Ination, basied on an audiit, thatit or any,subCONTRACTOR has committed an aict di P11 �i defilned by Section 2187.133, Florilda Sitatutes, as a public.entity crimle, and that t has, not, been formally chargeld with committing,an act dleflned as a "'publIc entity crIlme regardless of the arniount of money involvied or whether CONTRACTOR Ms been placed on the,, convictied vendor list, CONTRACTOR w1*11i promptly noflffy, the COUNTY if' lit or, any subcontractor, or s4biGONTRACTOR Is formally charged w`kh an act dlef"Ined as a"�publlllic entilty crilimie" or has been placeld on the cionv,Jctedi vendor HIM. 19.7 MAINTENANGE OF RECORDS CONTRACTOR, �shall maintain all bodiks, records, anid documents directly pertinent tio plerformanice, undier th'il's Agreement in accordance With genierally, accepted accounting pribiciple,s consistently app,liied. Reicordls shall be reta'Ined for, a. pierliod offive years, from the fUnal payment or, term,iniatlon, off this agreernent. Each, party to this Agreement or its, authorilizeld representatives shiall have reasonabile and firnely aiccess to such relcolrds of elejoh othier, part., to, tNis, Agreement for Publitic records purposes during the term of' the y Agreement and for five Years follow'Ing the!finali payment or termination of this,Agreement. If an auldilor, lernpiloyeld by thie COUNTY or Clerk determInes, that mian'lles paild to, CONTRACTOR pursuant to, this Agreement were spent for purposes not aulthorlizeld by this Agreement, or,were wrongfully retainedi by the C0NTRACTGR, the CONTRACTOR, shall repialy the moniles, together wilth Interest calculated pursluant to Sec 55.031 of the Florida Statutes, running from the,date thie moiniels were paid by the COUNITY. 9.8 GOVERMING LAW,, VENUE, 11INTERPRETATION COSTS, AND FEES, This Agreement shall be, governedl by, and clonstruiedin accordance with the laws, of the State, of Rorida, appilicable I I Imadle aindl to, be performed entilrely in thieState. In the event, that any cause of aliction or aid min'istrat t've Proceeding is tinstRuteld for, the enforcement or'In tie rpretat,lon oft,Ws Agrelement, COUNTY a�nd CONTRACTOR aigree that venue shall He in the 16111 Judicial Gircult, Monroe County, F'Jor'idaiii in,thile approlpr'late court, or before the approprIate admilnistratilvie bodly. Thii's agreement shall not be subject to arb 'tiated and conduct e d Pursuanit to this Agreement iltrat'llon. Mediation proicee6ings, im i shaill be in accordance with the Florida Ru les of Civil Procedure,and usual and cusitolmary proicedures, required by the circuilt court of�Monroe County. 9.3 SEVERABCLITY 11f any termi covenanit, condi'tion or provi `II ioni of thils Agreement.(or thie ;aPplilication thereof to any circumstance or person) shall be declaredl 'Invallid or unientriceablie to any extent by, a court of competent jurisdiction,ii, the, remiain'ling! terms,,, covenants,, conditionis and prolvisilons ofth'Is Agreement, shalill �nolt �be affected1thereby; and elach rernainng terml, I , conidJtion and provision of ItHs Agreement shal] be valid a,nid shall be enforceable to the fullest extent permitteld by law,unless the enforciernenit ofthie remialning t1eirms, coveniants, clonditions and pirovis'iions, of thils, Agreement would prevent the accom pill's h mie nt of t,he original intent of' tMis Agirelemen't. The COUNTY and CGNTRACTOR algrele to reform the Agreement to, replace any, stricken prov III slion with a valid provision thiat comes, as,close as pos;s'lble, to the, intent of the stricken provisiloin. 9.110 ATTORNEYS FIEES AND COSTS The COUNTY and CONTRACTOIR agree, that in the event any cause of action or ad mi, 'strati vie, proiceeding initiated or dlief6nded by any party,rellative to the enforcernent or interpretation Iof this Agreemient,,. the prevalling �plarty, shaIll be entitlied to reasoniable attorney's fees, court costs, invesl�J'giativie,, and out-of-plocket expensies, 1, as an award against 'the nion-piremailing party,,, and shall include attornely's fees,,, courts costls,,, investigative, anid out.-iof-pioickeit expenses in appellate proicelield III gs. 9.111 131RDING, EFFECT The termis., covieriants, coniclitions,, and Provilsiloins of t'his Agreement shall Wind anid inure to, the benefit of the COUNTY and CONTRACTOR and thek respelictive Illegal r,e�p,r,esi(gint'at-i'ves, ,s,uc,cels,so�rs,, and assigns, 9.121 AUTHORITY Each party represients, and wall ts to the other that the execution, d1elilvery ainid Plerformaince of this Agreement have been duly authorized bly all necess;ary County and corporate acflon, as required by, law. 91.113 CLAJIVIS FOR FEDERAL OR STATE AID CONTRACTOR and COUNTY'agree that eadh shall be, anid is, empowered to, apply for, seek, and obt,ain federal and state funds to furtherthe purpose of th�is Agireemient", Any conditions imposed as a result of funding thait effect" thile, Services will be p1roVided to ea0 party. 91.14 ADJUDICATION OVIDISPUTES OR DISAGREEMENTS ,COUNTY' an,d CONTRACTOR agiree, that all disputes and disagreements shiall be aftempted to be resiollved by melet and confer sessions betw,een, representatives of each ofthe parfles,,, If is or, issues are stIM not, resoIlved to, satisfaiction of the, partiles, then any pairty shalll have the right tat seek, such relief or remeldy as may, be pmvided by thiIis. Agreement or by Florida law. Thilis Agreement 'Is not subject to. arbitratlion. This provision doles,niot negate or waive the provisions ofparagraphi 9.4 concerning termination or canicellatilon. 9.Ill 5 COOPERATION I n the event any administrative or,llegal proceeding is instituteld aga,ilnist eithier�P,arty relating to the formia,fion, execution, performance, or brealch of tH s A, reelment, COUNITY and GONTRACITOR agriee to partilciplatej, to the extent, required by, the other party, in all proceedings, hielar III ngs, proicesses, meetinigs and olthier activities related tio the substance, of this, Agreement or provIlsion of thile s,ervices ander thts Agreement. COUNITY and GONTRACTOR s,pecifilcally agree thiat no party to thils, Agreement, s�halll �be required to enter into any arbitration proiceedlinigs related to th,'Isi Agreement- 91.116 NONDISCRIMINATION I CONTRACTOR and COUNTY algrele that thilere will be, no disicn'�miination agailst. anly, persiorill. and ® is.expressly un derstood that upoin, a determinatilion bly a courl of competent, funsidlicti'lon that discrim'inatilon has occurred, this Agrelement autiomatically term�inates, without ainy furt�her action on the plart of any, parI efflectivie t:he date of the court order. GONTRACTOR or COUNTY agrees to, comply with all Fiedieral and Fioirilda statutes, and all local ordinances, as appikabille, reliatingto nondiscrimination. T�he�sle includie �but are not limiteld to.- 11, T'Itle 'V111 of t�he Civil Rights Act of 119,64 (PLI 88-35,2) which prohibits, discrimI ,la Iblasis of racell, color or natillonal origin; 2) Title IXI of the Education Amendment' of 1972, as, arnended (20, USC ss. 168,11-11683, anid 1685-16,86), which u i prohibilts d1i's 'lli'mination on the, btasis of sex" 3) Section 504 of the, Rehab1itation Act of 1973, as, amended (2,01 US IC st. 7194), whilc�h prob[bits disicr Ili miniation on the basis of handicaps; 4) The Alge Discrimination Act of"I 19751. as amiended (42 UISC ss, 6110,11-61071) which Prohibit's discri'mination on the bazis, of agile; 5) The Drug Abuse Offlice and Treatment Act of 11972 (PL 92-255)t as, amendied, relaltling to nondis,crimination on the basis of drug abuse; 6) The ComprehiensiveAllcohol Abuse and ,A11cohollism Prevent'im, Treatment and Rehabilitation Act of 19,70, (PL 191-616)�,, aS amendied, relating to, nondiscrimMation on thile, bals1s, of' alcohol abuse or alicohoflism 7) The, P ublic Health Service Act of 1912, s's., 523 arW 527' (42 USC ss,, 6190W-3, and 290ee-3),, as amenided, reliatfIrl to confildentialit of alic-oholl and drug,iabuisle Pat'llent records; 8)T'itle V1111 of the Civil Y ,R ig hitis Ad of' 1968 (�4 2 UIS C ,S. I sle1q.)ll, as a m e Ind ed, rellat'i III scfi m i n ation, I , the sa,le, rental lor financling of housing-, 91) T'hie, Americans with Disabilities Act" of 11990 (42 t, UISC s. 12101 Nolte),, l may�be amieMeidl frorn fime to timiie,, relati ng cr to niondisimina tion on the basis ,, * ` ' , 10) Monroe County i Chapter 14 I , A ®l i 1 which 111 !r. n .'... r * i s I I + f , i,I ,I 'f i , national nt 'in,9 ,l I exual orientation, II il * I r ;age lother ,nondn n ` n , l I I I - - � i I Ic�h may apply v II II , Iorthe siubject, � b this,Agreement` 7 COVENANT OF �NIO � r �, CONTRACTOR and COUNTY colvenant that, nelther has *Intlerest, and shall not, III eI , �� �I conflict� any maininer With its,plerformanicle! I, thils Agreement, and that only interest, f each Is, perform III receilive benefilts as recited W � f i' i Agreement. ■ 18 CODE, OF ETHICS COUNTY agrees, that, offilicers and lemployees of the COUNTY �reclognizie and i be requiredl to comply with 'the standards of coinduct for plublic oliffilclersemployees dellinlea,teld n ." ln ," ` ,, Florida Slitatutes,l regarding, � l� I , �solicitation or alcliceplitance of gifts; d1loinigi I', ith I immuse of, public . ,W conflicting emplolymentI ; � r I! , III Ins N and discloslure air use lof'certiain information. In e I with nilSect'lon (b), Monroe County ` �� m No., If CONTRACTOR warrants. helit, hiad not employed, reltaiibeldor otherwise haldact on hislits belhalf any former County offlicer,or employee SuiNect to,the proWbitilon of Section 2 19910 or any County, officer,or employele in violatibin of Seld'on �3, of' of Ordliniance No. 0110 Ordinainice, N o. 0,210-19,910. For breachior viliollation of this provision the County may, in its f ,Price,or purchase 11 IIII in it ,, from the contract dedulict or II L recolver the full any lammnt I r CommiSsilon, i entaigg , gllk orI I I Id to thile former County offlicer or employeel.awl The CONTRACTOR, and COUNTY warrant 'I L t,�I, iin respect I 'Itself, it h�I 's, nelther employedInor Iret fnel ! any complanyIor l r ion �thler than a bona filde lemploylee working solliely for'll, t olicli secure this I rr l ent an that ii I s not, Ipaid, or I lr le to, L AIL person, cow an corporation, ibidi'vidual, orfirm,,, other� �t ian I I l i �filde employlele, ip mirking soilelyfor i , any f e, commissiom, percentalge, gift,, or oither n s it r i n:� contlingent upon or resiulting from the, aw,ardor miaking of thils Agreement. For thebreach `r vlolation 1 f , provision, the CONTRACTOR agrees that the COUNTY s l ilI havel 'hie! right I rmir� l e this Agreement ° i hilolu, Iii�l��i, ii�ity and,, �� it its iscrie li i , t offset � om monies �� �, � l� 1�i � recover,� � r� �.� I full rl l� � ��� � � �I ��'ss` r n, rlcIitaIr,,. if, or icon sild r tilon. 9.210 PUBLIC ACCESS, PuMlic Records Compliliancle., CONTRACTOR Imius comply with Florida pubIllic records laws. iinl 'l uding blut, o IIIr ��i�tl t l Chapter 119, FloridaScat tell and Slielcti'lion 24 of article I f t I I nsifil ut'l 1n of Florida, The, County and CONTRACTOR s i 11 allillow and permit reasonabile a,ccessinsplection of I all documientsp relcords, papiers, lietters or other gig till public record materialls [n its posserssion or undier its control subject to,the provisions of Chapter 111 9ig, Florida Statutes, and made,or received by, the County and CO NTRACTOR in conjunction with this, contract and related to contract plerformiance. The Clounty sha411 hiave the right to unillaterally, canicell this co,ntrad upon vil'olatlion ofthis provisilon by the CONTRACTOR ., Failu re ofthe CONTRACTOR to Abildle by, the terms of'this provision shiall ble delernleld a, material breach of this contrad,a,nd the County may enforce the terms, of this provision in the form of a, court, proceeding alnd shiall, as a, prevailing party, be, entitted to reimbursiernilent of all attorney"i fees and costs,associateld with ithia(',,.proiceedi�ng. This Provision shiall survive ainy termination or ex�piratloln ofthe contract. The CONTRACTOR is encoluragied to consult, with Its advisors About Florida Pub,lic Records Law, in order tio comply with this, prolvision. Pursuant to RS. 11119.07011 and the termis aind condiflions.of this,contriact, the CONTRACTOR is required to.: (1), Keep and miaiintain plublic records thiat woulid be required by the Colunty to' Perform the, slervi ce. (21) Upon rieceipt from the County'sr cuistoidian of records, prolvide the County ,with a cop Hof the requested records or ,allow the records to be inspectiled or copteldl within a reasonable 'time at a cos,t that does, Inot exicleed the cost provided in this chiapter or as otherwisle provided by law, (3) Enisure that public relcords thapt are exempt or confidential and exempt firolm piubli'c recordis, disclosure requirements are not,disiollosied except as authorized bly law for the iduration of the contract tierm and floillowing complietion of the contrad if the CONTRACTOR doll Inot transfer the records, to the! County. (4) Uplon completion oar the contractI, transfer,, at no, cost,, to the Coun pu ty all blic records in possession of 'the! CONTRACT OR or keep and maintain Public relcords that WOUIld ble requireild' bly, the County to perform, thle serVice. If the CONTRACTOR trainsfers all public records tio the County, upon complietion of"thin contratt,the,CONTRACTOR Shall destroy anly duplicate pubfic records that are exempt or, confidential and exempt korn public relcords,d[sclosure requjirements,,, If the CONTRACTOR,keleps and miaibtailns Public records, 'on completion the contract,, the CONTRACTOR, shall meet all appilicable req cur i ream ients for IretAining pubfill records. All records, storely electronically must: be providleld, to the Colunty, upon Irrequiestfitom the County's custiodian of relcords, in a flormat. that is Compatible with the infdrmation technology,systemsof the County, (5) itequest.tio inspect or,copy public records relating to a County contract must, be, maide directly,to Ifile County, but if the County does. not possesis the!r equested records, the Count shall immediately niotify the GONTRACTOR of' the requiest, and the Y CONTRACTOR, Imust, provide the records, to the County, or allow the Ire Irds, to be inspected or copied withiin, a reasonable time. Ifthe CONTRACTOR doles not�comply with the, a r t "s itequest for itecords, thie, County, shiall ilenforce, the pI ic records cointraict provisions in accordance with thile contract, notwithstanding thie County's optilon and right, to unflatorally canicell this contract upon vilolation of this provision by thie CONTRA CTOR . A, CONTRACTOR who fails to provilde the Public, records to the County or plursuant to a valid public records requiest within a S ril onable fime may be subject to, penalties undier,section 1 119.10, Florida Statutes. The CONTRACTOR shall not trarisfer culstlody release, alter,, destroy or othierw' Isle displose,of anly pubfic records,unless,or otherwilse providled'ire this,provision Ior as othierwi,ise prolvoided by lawi, IF THE CONTRACTOR HAS T10' 'S, REGARDING T I I QUES N HE A'PPICAT'10'N' ,O'F' CHAI,PTERFLORIDA STATUTES, TO THE CONTRACTORPROVI PUBLIC RECORDS DE RELATING TO THIS CONTRACT, CONTACT 'THE CUSTODIAN OF PUBLIC RECORDS,%,, GAELANJONEIS AT PHONE41 305-2912-34170 1 ..........JONES-GAELAN' ONROFCOUNTY-FL.Gov MONROE T11 St t S U, O COUNTY ATT,01 fRNEY'S OFFICE 1,111 112" I E-141 08 KEV PRO, ,IWEJISI L 33, 040. 9.21 NiON-WAIVER, OF IMMUNITY NoWithistanding the provisions. of Sec, 768,28, Florida Statutes, the particilplat'lon of the CONTRACTOR, and the COUNTY in this Agreement and the acquilisii,tion of any commiercial lliabilfty *insuirance coveragle, self-inslurance coverlage, or local government fia,billity inisurance, pool coverage Shall not be cleernied awai'ver,of immunity to the extent olf lilability iclovierla,g(?, nor, Shall anly contract entered 4into, �by, the COUNTY �be required to cont,ain any proviston for waiver. 9.22" PRIVILEGES AND 111MMUNITIES, All of the Privillegies, and *imrnun'itiles from lilabillity, exemptions frorn 11aws, ordi[nances., and 41 sab'11 11 ty, workers" compensafion, and other b l enefits which rulles and piensions,and relilet di apply to the act'llvity, of'officers, agients, or employees. ofiany pubfic agents or emplayees of the COUNTY,, whien performing their respective functions undier th]s Agree ment withln the territorilal 11i'mits ofthe COUNTY shall apply to the Samie degree and� extent to the Performance of such functions and duties of such offi cers, algents, volunteers, ir employees outsilde the'lle'r6toriall RmJits of the COUNTY. 9.213 LEGAL OBLIGATIONS AND RESPONSIBILITIES, Non-De,legation of Consfitutiloinallor Statuitory, Duties. THIS Aqreement is, not intencleid to, nior shall it �be construed as, rellieving any parl'i"icipaiting entity from liainy ob,ligation or resPonsjbilfty imposed upon the, entity, by, law except tothe extent ofactula] and tillmely Performance thereof by anly partiicipzfing entity, in Which casie the performance maiy be offered in satisfaction of the obiligafiion or responsib III fity, Further, this Agreement is, not intendied to nior shall 'it be construe.cl as, autho6zllngi thie,delegication of thie, constitutional ot statutory duflles of''thie COUNTY,excei�pt to,the extent,permittedthe Florida constitution, state statute, and case law. 19.24 N01NI-RELIANCE, �BY NIGNI-PARTIES No person or entit, shiall be entitleld to rely, upon the terms, r o any of them, of this ,y Agreement to enforce or attempt to enforce any third-party claim or entitlement. 'to or bleniefit,o,f anly service or,program contemplated hereunder, and the CONTRACTOR and the COUNTY agree that ne'l'ther the CONTRACTOR nor, the COUNTY or, any agent, officer, or empIloylee of elither s1hall have the authority to, Inform, counsel, or, othemse I that any, particular individual oir group, of indilvicluials., entity �or entifiles, have 0 entlitlements, cir benefits, uindier th�lts Agreement, sleparate and' apart, inferior tol, or superior toI thie commuNty in gienem,l or for the piurposies cointernplated in thils Agreemenit. 91.25 ATTESTATIONS AND TRUTH �IN NEG0TIATION I I ,CONTRACTOR agrees to execute,su,ch doicurrilents, as COUNTY may reasioniabily reqUire, including a Public Entilty Crime Staternent'll an Eth'Ics Statement, and a Drug-Free Woekplace Statement Signature of this Agreement by CONTRACTOR & shall act as the I of a t�riu,th ini negiotiation clertificate stating, that wage raties,iandl other factual un'It costs suppart' the compensiati ing on I ,ursuant to thel Agreement are accurate, cOmplete, Ind current at the time of'contracting. The original IconjtIract fee I any addlitions theretol �shiall �bte adju,sted tio exclude any significant sums, by which thie ageinicy dieterim'Ines the contraict, pdce,was increased dule tio il'naccw,ate, incomplete, or concurrent wage rates and other factual un'Iit cost's. ,A111 such ad0stments must be Imaide Within one yearfollow[rig the endl of'the Agreeiment., 1926 NO PERS01. NAL LIABILITY No covenant, l algireement containied hiere'In shall be delemed to be a covenant or agreemient olf' any member,, officw,, agent or employele of Monroe Couinty [n his, or hier ilnd*lviduail capacity,, and �no mernber', officer,, agent or,ernpilloyee of'Molnroe County sholl be III lable personally on this,Agreement or be subject to any plersional filability,or accountability by reasion of the execution of''this Agreement, 19.27 EXECUTION IN COUNTERPARTS, Thils,Agreernient may be execuitied in any number of counterparts, ealch of which, shall �bte regarded as an, oirlig'Ina], all of which taken together shiall constituite, one and the, siame, III IIIand any of the parties hereto mail execulte thisAgreement,b Y Y signinig any suich counterparl., 9.28 E-WRIFY SYSTEM Begiinaling January 1 1 210121, iin accordance With F.S. 4,48.095, the Contractor andl any subcontractor shall reigister withand shall utilize the U.S., Deplartment,of Homieland Security"is E.-Ver"ify slystern to ver'ify the work author II!ziaIII on status of all niew, employeles, Kired �bly,the Contractor dluding thieteIII m of the, Contract aN shiall expressily requiire any subcontractors perform'ing wark, or provildling services putsivant to the Contract to, likewlse utillize the, U.S. Diep rtment of Homeland Slecurifty's E-Verify, system to verify the wark, autbotr"Izat'lloin status of all new employees II'Ved by the siubcontraic,�tor durinig the Contract term. A,ny subcontract'lor,sh,113,11 pro,01de an affid,113vit stafing,that the aubicontractor dloie�s not Ie plioy,, contract With, or subcontract"w,ith an unauthonzed aillen., 'The Contractor shall comply Wth and be, subject to,the provlpsiws of F.S. 448.0195. 9.219 UNCONTROLLABLE CIRCUMSTANCE Any delay,or faillure of'either, Party to perform its obligations under thil's Agreemilent will �ble exicused to the extent that, the, delay or f61'luire was causied directly by, w eveinit beyond suich Party's control, Without such Party's,fault or neigligeince and that by its niature could not have been falreseen by,such Party or, if'it could have been foreseen,was anavio0able", (a) acts of 0 God- (b) flolod, fitre,, earthquake, explosion, tropical storm, hurticanle or other, I I I , fil'fi declared� emerglency, inI the gleographilc area of the Services+ (c), war,,, "ri'vasion, hos i i oes (,whether war is declared or not), terrorist threats or acts, riot, or other divil lunresst 1[n the geographic arela of the, Services*, (d) governmilent order or 11aw in, the geographic arlea, of' the Services; (e) actions, embargoes, or biloickades in leffect on or after, the date of this Agreement; (f) actlon �bly an, governmental authointy prohlbiting work in the geolgraphIC area l r ofthe Sevicesi-(ealch, Uncontrollable Urcum, tancle"). CONTRACTORS III nairiciial inability to �plerform, chaniges In cost or ava'111abillity of materials,, components, or ser'Viceisli market,conditions, or suppiker actions lor contract disputes will not excusle plerformance by Contractor under this Slection. Contractor sball give Colunty written notice within 7 days of any event or circumstance 'that is rea soniably, likely 'to resiult in an Uncontrollable Circumstance, and Me anticipated duration of' such Uncontrollable Gircurnstanice. Contractor shiall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the, effects of any Uncontrollable Circumstance are, minilmized and resume full performance undler this Agreement. The County will �not pay, adiditional cost as a re,sult of' anI Uncontrollable Circumstance. The Contractor may unly seek a no cost, extlensi*ri for' such reasionable time as the, Ownlers Representative may determine. IN WITNESS WHEREOF, each party has causeld ,this Agreement to be executed byits duly authorized representative on the dby anid year first above writtein. (SEAL) BOARD OF COUNTY C01MMISS1101NERS FLORIDA Attest: Kevin �Madok, Clerk OF MONROE COUNTY, ,p Bly,111:11------------------------------------------------------------- m. Bly'. ,A�s, Deput, Clerk Ma, or/Chairman Y Y (Seal) CONTRACIT"OR: Sia,fewarelip InvAl Attest BY: BY: Safeware,, Niorth American Dir ectair Titei: Titlem l Approved as to for�m arid liegall Sufficilency, Mwroei County Attorney's Office-, lot END OF AGREEMENT 10-28-20215 Attachment B- Safeware, Inc., Pric.e, Quotle %N%* SA1FE'WAR,E QUOTATION S"Oewarel, Inc, Ordler Nuillb'Cr 4,403 Forbies Blvd. 10247081 La wry imm, MID 20706432 Or°d,er Date page USA, 019e'30,,;"'20125 W&,22-09 1 oU 301-683-['234 Quote EXpires0it, 1,10/110,202-5 Contract No: OMNIA Contract 44,410010,08468 h Bill To., C-ustomier 1D-, 11013144 S ip,ToO Miummie County,Sakty and,Secttrity Monroe Coltirity BOCC 11010 Simonton Strect,02-269 I 1010 SI'MOInIto'n St,Roo m 2-2 216 Attn: M,ark Gongre Alt n. Mark Gongrc Key West, FL 33040 Key West, FL33040 3105-29,44641 Requesled By- Mark Giongre PO Number ITakeir Emiall 11 7Ta7prk,i nsid��'s Monroe County 2102,5-20,26,APS S,crviice Agreement Angela Perkinis f tmc.coim�,sacwa'rc smaidimmmomm III I I II'I I WIN,WIN,I Freight Terms, Phloffie" Fax, OnA Freight Paid 904-2161-10-579 804-8100-4490 Sailes,R,epresem ealivel Pet'er Van Kirk NNW Qua,'"Iddevs, pricing Item ID, um Vide Extended Descrippion price Pricie Fordered' Allociate Remalming, Iteng Uilif she Q sike, �&%WEWARE QUOTATION Safewarc, Inc, Ordelr'Nwlahel' 44103 Forbes Blvd. 11 o247101911 Lanh,am,MID20710,61-432 Order Date pagle USA 10 9,lf'30,t!2102,5109,:22,.,019 2 iof 2 301-683-1234 Quotic Expires 101n: "1 10114,10,25 Www'.Safewareinc.clam Contr 0MNJA Contract ff4,4100,008468 Iteon ID UOU luxis Extended —1 tJ MY Iteut De.serivirion Price Price Ordered Allocate iltarrainfog, ry—'Al lWal 1.Olies 1, 6 SUB-TOTAL.' 4631887.86 0.010 46,11887.816 U.S.Do Ila,rs ------------- 19. From:Gomez-Krystal To:Ballard-Lindsey; County Commissioners and Aides; Kevin Madok; Pamela G. Hancock; Senior Management Team and Aides; Liz Yongue; InternalAudit Cc:Shillinger-Bob; Williams-Jethon; Cioffari-Cheryl; Livengood-Kristen; Rubio-Suzanne; Pam Radloff; County_Attorney; Allen-John; Danise Henriquez; Hurley-Christine; Rosch-Mark; Gambuzza-Dina; Beyers-John; InternalAudit; Kevin Madok; Valcheva-Svilena; Powell-Barbara; Guerra-Cynthia; Brynn Morey Subject:Item F32 BOCC 11/12/2025 REVISED BACKUP Date:Friday, November 7, 2025 12:38:09 PM Attachments:AIS 4762 F32.pdf Safeware Service Contract.110725.FINAL_Redacted.pdf Good afternoon, Please be advised that the backup has been revised for item F32 “ Approval of Service Agreement, under Master Agreement with Safeware, Inc., for $46,887.86 to provide annual preventative maintenance, extended coverage hours, priority response and routine system upgrades as applicable Safeware, via its Subcontractor/certified integrators, Automated Port Services, will be responsible for servicing the physical security components and other related services which is set forth in more detail in the Scope of Work. Per Section 119.0701(3)(a), Florida Statutes (2023), information that would identify the locations where the work will be performed or specific components of the security system have been redacted.” Sincerely, Executive Administrator Monroe County Administrator’s Office 1100 Simonton Street, Suite 2-205 Key West, FL 33040 (305)292-4441 (Office) (305)850-8694 (Cell) Courier Stop #1 Notary Public www.monroecounty-fl.gov gomez-krystal@monroecounty-fl.gov PLEASE NOTE: FLORIDA HAS A VERY BROAD RECORDS LAW. MOST WRITTEN COMMUNICATIONS TO OR FROM THE COUNTY REGARDING COUNTY BUSINESS ARE PUBLIC RECORDS AVAILABLE TO THE PUBLIC AND MEDIA UPON REQUEST. YOUR EMAIL COMMUNICATION MAY BE SUBJECT TO PUBLIC DISCLOSURE. F32 � BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE � ���� �A �����'����� Mayor James K. Scholl,District 3 The Florida Keys Mayor Pro Tem Michelle Lincoln,District 2 y Craig Cates,District 1 f David Rice,District 4 MIN Holly Merrill Raschein,District 5 Board of County Commissioners Meeting November 12, 2025 Agenda Item Number: F32 2023-4762 BULK ITEM: Yes DEPARTMENT: Employee Services TIME APPROXIMATE: STAFF CONTACT: Mark Gongre N/A AGENDA ITEM WORDING: Approval of Service Agreement, under Master Agreement with Safeware, Inc., for $46,887.86 to provide annual preventative maintenance, extended coverage hours, priority response and routine system upgrades as applicable Safeware, via its Subcontractor/certified integrators, Automated Port Services, will be responsible for servicing the physical security components and other related services which is set forth in more detail in the Scope of Work. Per Section 119.0701(3)(a), Florida Statutes (2023), information that would identify the locations where the work will be performed or specific components of the security system have been redacted. ITEM BACKGROUND: In 2018, the County conducted a Facility Security Vulnerability Assessment ("Assessment") of County buildings. As a result of that Assessment, recommendations were made and approved by the Board of County Commissioners to improve the safety and security within our workplaces and facilities, to include access control, video surveillance, emergency hazard detection, and other related systems. In September 2021, the BOCC granted approval of a limited contract with Safeware, Inc. for security installations at two specific County buildings. In December 2021, the BOCC granted approval and authorized execution of a Master Agreement with Safeware, Inc., to provide public safety and security systems at County buildings as needed, pursuant to Board direction from the results of the Facility Security Vulnerability Assessment previously conducted. They also granted approval and authorized execution of Task Orders Nos. 1, and 2 with Safeware, Inc., to install access control and video systems at two County workplaces as part of the County Building Security Plan. In December 2022, the BOCC granted approval and authorized execution of Task Orders Nos. 3, and 4, under the Master Agreement with Safeware, Inc. to install access control and video systems at two County workplaces as part of the County Building Security Plan. 1 In February 2024, the BOCC granted approval and authorized execution of Task Orders Nos. 5, 6, & 7 under the Master Agreement with Safeware, Inc. to install access control and video systems at three County workplaces as part of the County Building Security Plan. In July 2024, the BOCC granted approval and authorized execution of Task Order No. 8 under the Master Agreement with Safeware, Inc. to install access control and video systems at three County workplaces as part of the County Building Security Plan. In February 2025, the BOCC granted approval and authorized execution of Task Order No. 9 under the Master Agreement with Safeware, Inc. to install access control and video systems at a County workplace. PREVIOUS RELEVANT BOCC ACTION: 9/15/2021: Board granted approval of initial contract with Safeware, Inc. 12/8/2021: Board granted approval of Master Agreement with Safeware, Inc., and Task Orders Nos.1, and 2. 12/7/2022: Board granted approval of Task Orders Nos. 3, and 4. 2/21/2024: Board granted approval of Task Orders Nos. 5, 6, & 7 7/17/2024: Board granted approval of Task Order No. 8 2/19/2025: Board granted approval of Task Order No. 9 INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: New service agreement. STAFF RECOMMENDATION: Approval DOCUMENTATION: 12-08-2021.Item C8_Safeware, Inc.Master Agreement.pdf 2025 10 COI Safeware GL AL WC Cyber exp 7.1.26 signed_Redacted.pdf Safeware Service Contract.110725.FINAL—Redacted.pdf FINANCIAL IMPACT: Fund 503, Cost Center 05102—Loss Control Risk Management: Not to exceed $46,887.86. 2 AGREEMENT with Safeware, Inc. for Annual Preventative Maintenance, Extended Coverage Hours, Priority Response, and Routine System Upgrades This Agreement ("Agreement") made and entered into this day of , 2025 by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "COUNTY," through the Monroe County Board of County Commissioners (SBOCC"), AND Safeware, Inc., a Foreign Corporation duly authorized to do business within the State of Florida, whose principal address is 4403 Forbes Blvd. Lanham, MD 20706, its successors and assigns, hereinafter referred to as"Safeware" or"CONTRACTOR", WITNESSETH: WHEREAS, the COUNTY is in need of Public Safety, Preparedness, Safety Equipment and Solutions; and WHEREAS, County staff has researched various products and services offered for this purpose and has determined the best option to meet the County's needs is a Safeware equipment and services solution; and WHEREAS, this Agreement will be utilizing competitively bid pricing through OMNIA Partners, a cooperative purchasing organization for public sector procurement, using a competitively bid solicitation issued by the County of Fairfax, Virginia, on behalf of itself and available to state and local governmental entities,for Public Safety and Emergency Preparedness Equipment and Related Solutions ("Safeware Contract 4400008468"); NOW,THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows: FORM OF AGREEMENT ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES By executing this Agreement, CONTRACTOR, makes the full iing express representations and warranties to the COUNTY.- 1.1.1 The, CONTRACTOR shall maintain all necessary licenses, permits or other authorizatilons necessary to act as CONTRACTOR for the Services, it ITRACTOR'S duties hereunder Ihave been,fully satisfied, 1.1.2 The CONTRACTOR has become familiar wlit h the site(s) and the local conditions under which th�e Services is to be completield. 11,13 The CONTRACTOR shall prepare all documentation required' by this Agrelement in, such a manner,that they shall be accurate, coordinated and adequate for use in verifying work comptieted and shall be in conformity and comply with all appl�icable law, codes and regulations. The CONTRACTOR warrants that the documents prepared as a, part of this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reim blurs ement by government agencies, therefore eliminating any additional cost due to missing or incorrect information, 1.1.4 The, CONTRACTOR assumes full responsi bill ilty to the extent alllolwed by law with regards to his Performance and those directly under his employ. 1.1.5 The CONTRACTOWS services shall be performed as, expedlitiously as is cons,istent with professional sikill and care and the orderly progress of the Services., In providing all services pursuant to this agreement, the CONTRACTOR shall ablide l statutes, ordinances, rules, and regulations pertaining to, or regulating the provisions of such siervilces,l including those now In effect and hereinafter adopted. Any violation of said st tuitesip ordinances, rules and regulations shall constitute. a material breach of' this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination tothe CONTRACTOR. 1.1.6 At l it times and for all purposes under this, agreement the CONTRACTOR is an independent contractor and not an employee of the Board of County Commissioners for Monroe County. No statement contained in this agreement, shall be construed so as to find the CONTRACTOR or any of his/her employees, contractors,, siervants, or agents to be employees of the Board of County Commissioners for Monroe Colu�nty. 1.1.7 The CONTRACTOR shall not discriminate against any person on the basis,of race, creed, A I color, niationai origin, sex, age, an, or y other characteristic or aspect is is, not jo D related, in its recruiting, hiris , promoting, terminating, or any other area affecting employment u�n ler this agreement or with the provision of seirvilces or goods under this agreement. ,ARTICLE 11 SCOPE OF BASIC S,ERVI�CES 2.1 DEFINITION CONTRA,CTOR'Si Scope of Basic Services consist of those described in AttachmentA. The CONTRACTOR shiall i commence work on the servces provided for in this Agreement promptly upon his recei t of a written n tic e to proceed from the COUNTY. 2.3 NOTICE REQUIREMENT Allwritten correspondence to the, COUNTY shall ble, diatied and signed by an authorized i representative of the, CONTRACTOR, Any notice, required or permitted under this agreemeint shall be in writing and hand delivered or malled, postage pre-paid, to the COU�NTY by mrtified mail, return receipt requesteld, to the, following.- Bryan Cook Employee Services, Director Historic Gato Cigar Factory 1''100 Simonton Street, Suile 21-268 Key West, F'L 33040 And: Alan MacEalchern IT Director M�onroe County BO,CC. Information Technolloigy 102050 Overseas Highway, MM 10�2.5 Key Lairgo, FL,33037 And: MIrs, Christine Hurley Monroe County Administrator 1100 Simonton Street, Rolom 2205 Key West, Florida 33040 For the CONTRACTOR: Mr. Peter Van Kiirk National Director, Government Safety Solutions Slafeware 4403 Forbes BlIvd. Lanham�, MD 20706-4328 ARTICLE III ADDITIONAL PRODUCTS AND SERVICES 311 Addjlit,ional products and services are those products and services not included in the i Scope of Basic Services. Should the COUNTY require additional products, or services they shall be plaid for by the COUNTY at pricing, rates or flees as negotiated and in accordance with the competitivel id pricing under thile Safeware Contract4400008468, but lore y it it by thie COUNTY before commencement. 12 If Additional Services, are required the COUNTY shall issue a letter requesting and describing the requested products and services to the CONTRACTOR The CONTRACTOR shall resplond with a fee, proposal, in accordance with the competitive pricing under the Safewarle Contract 440i0008468, to provide the requested products and/or to perform thile r,eq suet ed services. Only after receiving an amendment to the Agreement and a notice to proceed from the COUNTY, shall the CONTRACTOR proc• eed with the Additional Services., Any, additional services must be funded and approved by the Board of County Commissioners. ARTICLE 1V COUNTY'S RESPONSIBILITIES 4.1 The COUNTY all provide complete and accurate Information and'coolperation regarding I I requ iremen�ts for the Services including access to coulnty off ices and facilities. 4.2 The COUNTY shall desiigin te a representative to act on the COUNTY's behalf with respect to the Services. The COUNTY or its representative shall render decisions, in a timely manner perta�ining to request for inform�a�ti submitted by the CONTRACTOR in order to, avoid unreasonable dlelay in thie orderly and sequential progress oft CONTRACTOR'S services., 4.3 Prompt written notice shall be given by the COUNTY and the CON'T'RACTOR's representative if either become aware of any fault or defect in the Services or non- conformance with the Agreement Documents. Written notice shall be deemed to have been duly servied if sent pursuant to paragraph 2.3. 4.14 The COUNTY shall furnDish required information and shall rendeir approvals and decisions as expeditiously as, necessary for the or rly progress, of the CONTRACTOR'S services, 4.5 The COUNTY11 s review of any information or documents prepared by the CONTRACT01R or, its subcontractors shall be sollely for the purpose of dyetermining whether such information or docu�ments are generally consistent with the COUNTY's criteria flor the Services. No review, of such information or documents shall relieve the CONTRACTOR of responsibility for the accuracy, adequacy', fitness,, suitabiility or coordination of its work prod u ct- ARTICLE V INDEMNIFICATION AND HOLD HARM�LESS 5.11 The CONTRACTOR, covenants, and agrees to indemnify and hold harmless COUNTY/Mlonriole County and Monrole County, �Boar'd of County Commissioners, its officers and, mployees from liabilitile ; e s damages, losses anid costs, including but not limited to,: reasionablie attorneys," fees, to the extent caused by the negligence.,, reckl�essness, or intentional wrongful conduct of the CONTRACTOR, su�b coat ractor(s) and other persons employed or utilized by the CONTRACTOR in the performance of the contract. 5.2 The extent of liability is in no way lirnited to, reduced, oir lessiened by the insurance requirements contained elsewhere within, this agreement. 513 In the event the completion of the project (to 'include the work of others) is delayed or suspended as,a result of the CONTRACTOWS failure to purchase,or maintain the required insurance, the CONTRACTOR Ilindemnify COUNTY from any and all increased expenses resulting from such delays, 5.4 This ins demnifiilcation shall survive the expiration or ear,ly termination of the Agreement. ARTICLEVI PERSONNEL 61.1 PERSONNEL The CONTRACTOR shall assign only qualified personnel to perfoirm any serv,ice concerning the, project. ARTICLE V11 COMPENSATION and TERM 7.1 COMPENSATION BASED ON SPECIFIED RATES 7.1.1 The COUNTY all pay the CONTRACTOR monthly in current funds for the CONTRACTOR'S, performance ofthis, Agr rat based on the competitively blid pricing as outlined in the Quotation(s), as Attachment B. The Total Estimated Not to Exceed Amoun�t of IForty-Siix Thousand Eii,ght Hundred and Eighty-Seven Dollars and Eiqh _S' Cents, will apply to thiis Agr leme rat. 7.2 PAYMENTS 7.2.1 For its assumption and performances of the duties,1 obligations and respionsibilities set forth herelin, the CONTRACTOR shall be paidin equal nt l virustallments. Payment will be made pursuant to,the ILocal Government Prompt Payment Act,218.7'0, Florida Stiatutes. (A) If t ligations and responsibilities are materially changed by amendment to this, Agreement after execution of th�is Agreement, . . jgust .ip�e�nsiationdueto thNAT,Ghail beeiqiuitabIiyacjea,, either upward or downward-, conditilon, precedenit for, any payment due under this Agreement, thie CONTRACTOR shall su pit monthly, unless otherwise agreed in writing by the COUNTY,, a, proper invoice to, COUNTY requesting pl t for services properly rendere� . The CONTRACTOR'S invoicie shall describe with reasonablie particularity the service rendered. The, CONTRACTORS, invoice shall be accompanied by such supporting documentation or data, in support of expenses for is payment is sought that is acceptable to the Clerk based on generally accepted account principles and such laws, rules and regulations as, may govern the Clerk's disbursal of funds. 7.3, BUDGET AND REIII MBURSEABLE EXPENSES 7'.3.1 The CONTRACTOR may not be entitled to receive, and the COUNTY is not obligated to pay, any flees or expensies in excess ofthe am�ouInt budgeted for this, contract in each fiscal year ctober 11 - September 30) by COU'NTY's, Board of Coulnity Comm issione rs. The budgeted amiount may only be mod'Ified by an, affirmative act of the C,OU�NTY's, Board of County Commissioners. 7.3.2 The COUNTY's Performance and obligation to, pay under thiis Agr �ent is contingent upon, an, annual appropriation by the Board of County Commissioners and the approval of the Bloal rd miernbers at the time of contract initiation and its duration. 7.3.3 It is anticipated that no, reimbursable expenses will be, incurred by the CONTRACTOR. Expenses, will only be reimbursed if au�thorized by the County i�n writing in advance and to the, extent and in the amount authorized by Section 1112.061, Florida Sta tint esi, 7.4 TERM OF AGREEMENT The initial ter rn of this Agreement is for a period of not t one (1�) year from, date of execution of this Agreement by all parties or until completion:, of the work contemplated by this,Agreement, whichever comes,first. This Agreement may be extended upon mutual agreement of the parties. 'The Agreement may be renewed aftler the initial term for filve, (1) on r extensions in accordance with the termi of the Safeware Contract,. Any renewal of is Agreement must be in writing and signed by both the COUNTY and CONTRACTOR,. ARTICLE V111 INSURANCE 8.1 The CONTRACTOR shall obtain insurance as specified and maintain the required insurance at all times that thIsAgreerrient, is in effect. In the event the completion of the, project (to include the work of others) is delayed or suspend ed as, a result of the CONTRACTOR'S failure to purchase or maintain the r iired insurance, the, CONTRACTOR shall indemnify the COUNTY from, any and all increased expenses, resulting from such delay,,. Coverage Minimum Urnits Form,# ------------------------- ---------------------—---------- Workers' Complensiatilan Statutory WC2 O�00 Employers Liability $,SOO,�000/$500,00,0/$5 00) Commercial , era�l � bil�it , 0 ,0100 GO ---------------------------------------- ---- 'Vehicle Liability $300P000 VL2 Professional Liability S110001000/$2,OW0001 PR031 Cyberr Liability $1,000,000 CL1 8.2 'The coverage provided herein shall be providield by, an insurer with an A.M. Best rating of VI or beitter, that is licensed t us ire es,s in the state of Flori 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 can,cellia!tioln of said coveraige. Said coverage s,hiaIll be written by an insurer acceptablie to the COUNTY and shall be in a form acceptable to the COUNTY. 83 CONTRACTOR shalIl obtain and maintain, the following polliciesh A. Workers' tion insurance as required by the State of Florida, sufficient, to respond to Florida Statute,440 (See, Form WC2). B, Employers Liab,il�ity Insurance with l�imits of$1100,000 per Accident, $50�0,0100 Disease,, policy limits, $100,,000 Dits e each employee (See Form WC2,). C. Generail Liability Insurance, including Personal Injury Liabillity, covering claims for injuries, to m�embers of the pubilic or darniage to, property of others an sing out of any covered act or ornission of 'the CONTRACTOR or any, of its employees, algents or subcontractors oir subcontractors employees or a,gents, including Premises and/or Operations, Products -and Completed Operations, Independent Clontractors; Broad it Property Damage and a Blanket Contractual Liability, Endorsement with $11,0001,000 Limits (See Form GiL3). An Occurrence For llicy i's pr rr . If coverage is changed to or provided Claims Made policy, its provisions should inclu lverage foir 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 rninimum of 48, morithis following the ter min,a�tioln or expiration of this, contract. D1, Professional Liability Incur nee of $1,010,01,000 limits. If the policy is a "claims made policy, CONTRACTOR shall maintain rage or purchase a "tall" to cover claims, made after completion of the project to,cover the statutory time limits in Chapter 95 of the Florida Statutes (See, Form PR013). E. Cyber Liability Insurance to include the fo Ili wing coverages: Da,ta Breach, Network Security Liabillity, Internet Media, Network Extortion, regulatory Proceedings, RCI Fine and Cost. The mini'mum limits acceptable is' $1,0001, rm CL1) F. COUNTY' shall be named as an additional insured with respect,to, CONTRACTOR"S liabilities hereunder in insurance coverages identified in Paragraphs C. G, CONTRACTOR shall require, its subcontractors to be adequately insured at le,ast to the, 11mits prescri , and t'lo, any increased limits, of CONTRACTOR if' so required by CO,U�NTY' during the terrn of' this Agreement. COUNTY will not pay for increased 1[mits 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 additiional insured. The, COUNTY reserves the right to require a, certified copy of such pollici' upon, request. 1. If the CONTRACTOR participates in a, self-in serr arice fund, ai ertificate of Insurance will be required. In addition, the CONTRACTOR may be required to submit updated financial s,tateme rat s from the fund upon request from the COUNTY, ARTICLE IX M-ISCELLANEOUS 9.1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference oinly, and it is agreed that such section headings are not a part of''this,Agreement and wild not be used in the interpretation of any provision of this, ire rat, 9.2 S,U�CCESSORS AND ASSIGNS The CONTRACTOR, shall not assign or subcontract its oblig:ation�s under 11i agreerneM, except,in writing and with,the prior written approval of the Board of County Commissioners for Monroe County and the CONTRACTOR, which approval sh,all be subject to, suich, condIitions and provisions as the Board may deem necessary, This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the, p1rovisions of this agrelement. Subject to the provisions of the immediately preceding sentence, each party hiereto binds itself, its successors, assigns and legal representatives to the other and to the successors, aissigns and legal riep resie Mat ives, of such other party. 9.3 NO THI ENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, third party. TERMINATION A. In the event that the CONTRACTOR all be found to be negligent in any aspect of service, the COUNTY shall have, the right to terminate this agreement after five days, written notification to the CONTRACTOR. B. Either of the parti hiereto may cancel this Agreement without cause by giving the other party sixty (601)days wr,itten noti wfits intention to do so. G. Termination for Cause and Riamed lies, In the event of breach of any contract termid, the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate this agreement for causie wJth CONTRACTOR should CONTRACTOR -f'alil to perform the, covenants, herein contained at. the time and in the ma,n r herein p Wed. In the event of such term�ination, pinor to terminatilion, the COUNTY' shall rov provide CONTRACTOR with five 1(5) calendar days notice and provide the CONTRACTOR with an opportunity to cure the breach that has occurred. If the breach is, not cured, the it erg will be terminated for cause. Ifthe COUNTY terminates, this agreement with the CONTRACTOR, COUNTY shiaIll pay CONTRACTOR the sum due the CONTRACTOR under this agreement for 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 sleek In offset for damages caused by the breach. The maximum amount due to CONTRACTOR s, ail not in any event exceed the spending cap in this Agreement. In addition, the COUNTY reserves al1l rights available to recoup monies paid under this Agreementl includlinig the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY s False Glaims Ordinance, located' at Section 211-721 et I. of the, Monroe County Code. D., 'Ter ire,a�tioln, for Convenience.- The COUNTY may terminate this Agreement for convenience, at any time, upon sixty (60) days notice to CONTRACTOR. If the COUNTY terminates this agreement with, the CONTRACTOR, COUNTY shalil 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 th nitract. The maximum amount due to CONTRACTOR shall not exceed the, spending cap in this Agreement. In addition, the COUNTY reserves, all rights avallable 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 is Claims Ordinance,, located at Section 21-721 et al. of the Monroe County Code. E. For ntr t Iof any amolun , if the County determines that the Contractor/Cionsultant has submitted al false certification under Section 287.1351(5), Florida Statutes or has been placed on the Scrutinized Companies thiat Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of (11) 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) mialintaining the Agreement if the condlitioins of Section 287.135(4), Florida Statultes, are mlet. F. For Contracts of $1 000,000 or more, if 'the Colunty determines that the Contra ctor/Consultant submitted a false certification under Section 287.135,(5), Florida Sta tut es,l or if the Contractor/Consultant has been placed oni the Scrutinized Complaniles,with Activities in the Sudan List,, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,, or been engaged in business operations in Cuba or,Syria, the County shall have the option of(1)terminating the Agreement after it has given thile Contra ctor/Consu Itarp t written notice and an opportunity to demonstrate the agency's determination of f,alse certification was, in error pursuant to Section 287.135(5)(ai), Florida Statutes, or (21), maintaining the Agreement if the conditions of Seliction 287.,135(4), Florida Statutes, are met. 9,,5 CONTRACT DOCUMENTS This contract consists of the Request for Proposals (issued under the lead agency under O,MNIA Partners)$ any addenda, the For of Agreement (Articles I X),/This Agreement, 'the CONTRACTOR'S respionsip to the RFPI, the documents referred to in the Form of Algreem nit as, a part of this Agreement, and Attachments A, and B, and modifications made after execution by written amendment. In the event of my conflict between any of the Contract documents, thisAgreement will control or alternatively thile one imposing the greater burden on the CONTRACTOR will control. 9.6 PUBLIC ENTITIES CRIMES A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime, may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for,the, construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work, as a contractor, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may, not transact business with any public entity in excess of the thresholid arniount provided in Section 287.0,17 of the Florida Statutes, for CATEGORY TWO for a perlold of 36 months from the date of bein�ig placed on the convicted vendor list. By signing this Agreement, CONTRACTOR represents that 'the execution of this Agreement will not violate the Public Entity Crimes Act(Section 287.133, Florida Statutes). Violation of this section shall result in termination of this: Agreement and recovery of all monies paid hereto,, and may result in debarment from COUNTY"s competitive procurement activities. In addition, to the foregoing, CONTRACTOR further represents that there has been no determination, based on an audit, that it or,any subCONTRACTOR has committed an act defined by Section 2187.133, Florida Statutes, as a to public entity crime of and that it has not been formally char it committing an act defined as a'opublic entity crime", regardless of the amount of money involved or whether CONTRACTOR has been placed on the, convicted vendor list. CONTRACTOR w1*111 prom�ptly notify the COUNTY if it or an�, subcontractor or �y subCONTRACTOR,I's formally charged with an act defined as a"pubillic entlity crillme" or has been placed on the convicted vendor list. 19.7 MAINTENANCE OF RECORDS CONTRACTOR sha111 maintain all books, records, and documents directly pertinient to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Reclords shall be, retained' for a period of five years from the finaill payment or termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the final payment it termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR Ipursuataut to this Agreement were spent for purposes not authorized by thiis Agreement, or were wrongfully retained by the CONTRACTOR, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. .031, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 9.8 GO VERNINGVENUE, IN'TERPRETATION, COSTS, AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is 'Instituted for the enforcement or interpretation of this Agreement, COUNTY'and CONTRACTOR agree that venue shall lie in the 16 1h Judicial ire it, Monroe County, Florida, in the appropriate court or before the appropri m i i tr i Ibody. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant, to this Agreement shall be in accordance with the Florida; Rules,of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 9.3 SEVERABILITY If any term, covenant, condition or provision of this Agreement (orthe application thereof to any circumstance, or person) shall be declared 'Invalid or unenforceable to any extent by a court of competent f"uric diction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected t r iremaintng term, covenant condition and provision of this Agreement shal,l be valid and shall be enforceabl lest extent permitted by law unless the enforcement of t itemaining terms, covenants, conditions and provisions of thi's Agreement, would prevent the accomplishment" of the original 'intent of this Agreement. The COUNTY and CONTRACTOR agiree to reform the Agreement to replace any stricken provision 'with al valid provision that comes as close as possible to the intent" of the stricken provision. 9.10 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 rieaso�niable attorney's fees,, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall, include attorney's fees, courts costs, invest Ig ative, and out-of-pocket expenses in appellate proceedings. 9.111 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and' CONTRACTOR and, their respective legal representatives, successors, and assigns. 9.12 AUTHORITY Each party represents and warrants to the other that the execution, delivery and, performance of this Agreement have been, duly authorized by all necessary County and corporate action, as required by, law. 91.13 CLAIMS FOR FEDERAL OR STATEAID CONTRACTOR and COUNTY agree that each shall be, and is, empow�e red tio apply' for, seek,, and obtain fe,de�ral and state funds to further the purpose of this Agreement. Any conditions imposed as a result of funding that effect the Services will be provided to, each party. 91.14 ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY' and CONTRACTOR agree that all d1sputes and disagreements shall be attempted to, be resoilved by meet and confer sess,io!nls between representatives ofeach 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 wa�ive the provisions of paragraph 191.4 concerning termination or cancellation. 91.15 COOPERATION In the event any administrative or legal proceeding; is instituted aga,in�s,t 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 provis,ion of the services under this Algreement. COUNTY and CONTRACTOR specifically agree, that no party to this Agreement shall be required to enter into any arbitration proceedings related to this, Agreement. 91.16 NONDISCRIMINATION CONTRACTOR and COUNTY agree that there will be no di�scrimination against any person, and it is expressly understood that upon a determination by a court of'competent jurisdiction that discrimination has occurred, this Agireement autiornatically terminates without any further action on the part of any, party, effective the date of the court order. CONTRACTOR oir COUNTY agrees to comply with aill ra�l and Fliorida, statutes, and all local ordinances., as applicable, relating to nondiscrimination, 'These include but are not limited to: 1) Title Vil of the Civil Right's Act of' 1964 (PL 88-352) which prohibits discrim,inat,ion 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 19731,1 as, amein�dled (20 USC s. 794), which prohibits discrimination on the basis, of handicaps-1 4) The Age Discrimination Act of 19751, as amended (42 USC ss. 6101-6107') which pro-hibits discrimination on the basis of age,, 5), The Drug Abuse Office and Treatment Act of 1972 i(PL 92-211,55), as amended, relating to nondiscrimination on the basis of drug abuse; 61) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and IRehabilitation Act of 1970 TL 91-616), as amendedl relating to nondiscrimination on 'the basis of alcohiol abuse or alcoholism; 7), The Pub�liic Health Service Act of 1912, ss. 523 and 527 (42 UISC ss. 6901dd-3 and 290ee-3), as, amended, reliating to confidentiality of alcohol and drug abuse patient records; 8)Title Vill of the, civil Rights Act, of 1968 (42 USC s. et s,eq.),, as amended, relating to nionidiscrimination, in, the sale, rental or financing of housing; 9) The Americans with Disabilities Act of `1990 (142 USC s., 12101 Note), as may be amended from time to time, relating to nondiscrimination on the blasis of dits itly- 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex,1 religion, national origin, ancestry, sexual orientation, gender i ntity or expression, familial status, or a�ge; 11) Any other nondiscrimination provisions in any Federal or state Statutes which may apply to the partiles,to, Ior the subject m�a Ott er of, this Agreement. 9,17 COVENANT OF NO INTEREST CONTRACTOR and COUNTY covenant,that neither presently has any interest, and shall not acqiuiire any interest,which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 9.18, CODE OF ETHICS COUNTY agrees that officers and employees of the COUNTY recoignize and will be required to comply wlit lh the standards, of conduct for public officers and employees as delinea,ted in Section 112.313, Florida Sita tut es, regarding, but not limited tol, solicitation or acceptance of gifts- doing business, with one's agency; unauthorized compensation; misuse of public position, conflicting empiloyment or con,tra�ctual relationship, and disclosure, or use of certain information. In accordance with Section 5 (b), MoI roe County, Ordinance No. 010-1990, CONTRACTOR warrants that Wit had not ernpiloyeld, retained or otherwise had act on hishts behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No., ®1 or any County officer or employee in violation of Section Ordinance No. 0,2101-19901. For breach orviolatioire 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 r r the full amount of any fee,, commission, percientagej giftj or cloinsideration paid to the former County officer or employee 11 . , 9.19, NO SOLICIT'ATIO,N/P,AYM ENT The CONTRACTOR and COUNTY warrant that, 'in respect to itself, it has, neither employed nor retained any company or person, other than a bona fide employee w�orking solely for it, to, solicit or secure this Agreement and that 'it has not �paid or algreed to pay any person, com�pany, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee,, comm,iss,ion, per , gift, or other consilk eration contingent upon or resulting from the,award or making of this,Agreement., For the breach or violation of the Provision, the CONTRACTOR agrees that the COUNTY shall have the right to t iin �te 'this Agreement without liability and, at its discretion, to, offset from monies owed, it otherwise r .r, full amount l, commission, percentage,, gift, or consideration.- 9.20 PUBLIC ACCESS. Pu!bfic Recoirds Compli ust comply with Horida public records, laws, including but not limited to Chapter 11% Fliorida Statutes and Section 24 of article I of the Constitution of Florida. The County anid CONTRACTOR shall allow and perm4t, reasonable access to, and inspection of, all documents, records, papers, letters or other ic 09 f public record materials in its possession or under i�ts control subject to the provisions ol Chapter a Florida Statutes, andI r received by the, County and CONTRACTOR in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally canicel this contract upon violation of this provision by the CONTRACTOR Fallure of the CONTRACTOR to abide by theterms. of -this provision shAIL be deemed a material bireach of this contract and the County may enforce the terms of' this, provision in the form of a couirt proceeding and shall, as a prevailing party', be entitled to reim!b!ulrsemerat of all attorney's fees and costs associated with that proceeding. This provision shall survive any,termination or expiration of the contract. The CONTRACTOR is encouraged to consult with, its advisors about Florida Public Records Law in order to comply with th�is provision. Pursuant to F.S. 119.01701 and the terms anid conditions of this contract, the CONTRACTOR is required tow (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County*s custodian of records, provide the County with a copy of the requested records, or allowthe records to, be inspected or copied within a reasonable fime 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 req�uiiremeruts 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, comioletion of the contract, transfer'. at no cost, to, -the Countv all oublic % JI M I'l I f -_ 11- - - - records in possession of the CONTRACTOR, oir ke�ep and maintain public records that would be required by the County to perform the service. If the CONTRACTOR transfers all public record's to,the County uipon com�plletion of the, contract, the CONTRACTOR shall destroy any dupthe ubilic record)s that are exempt or confidential and exempt from public records disclosure requirements, If the GONTRACT,OR keeps and maintains ipublic records upon completion of the ciontract,, the CONTRACTOR shall meet all applicable requirements: for retaining public r cords,. All records stored electronically must be provided' to the County, upon request from the County's custodian of records 5format that is compatible with the information technology systems, cifthe County. (5) 1py public recor�ds relating to a County contr act must A request to inspect or co be made directly to the County, but ifthe County does not possess the requested recor,ds, the County shall immediately notify the CONTRACTOR of the request, and the CONTRACTOR must provide the recoirds to the! County or allow the records to be inspected or co!pied within a reasonable time. If the CONTRACTOR does not comply wit he County's request for records, the County shiall 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 ofthis provision by the CONTRACTOR . A CONTRACTOR who' fails to provide the public records, to the Couinty or pursuant to, a va,lid public records request within a reasonable time may be subject to penalties under section 1191.1 Oy Florida, Statutes. The COiNTRACTOR shall not transfer custody, release, alter, destroy or otherwise di any pulblic records unless or otherwise provided'in thpis provision or as,otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATIONOF CHAPTER 1191"''FLORIDA STATUTE$,,,,,,,,,,TO THE CONTRACTOR 'S DU"IrY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT2 CONTACT THE CUSTODIAN OF PUBLIC RECORDS, GAELAN JONES, AT PHONE# 305-292-34701 JO,NES,-GAELAN LaIM, ONROECOUNTY-Fl J*G0V MONROE, COUNTY ATTORNEY'S OFFICE 1111 12 T11 Street, SUITE 408,...KEY WEST, FL 330400 9.21 NOWWAI IMMUNITY Notwithstanding the provisions of Sec. 7'6'8.,28, Florida Statutes, the participation of the CONTRACTOR and the COUNTY in this Agreement and thie acquisition of any self-insurance coverage, or local government cornmercial liability i�nsurance coverage, liabilityinsurance pool coyerage shal1l not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered 'Into by the COUNTY be req Muir edI to, 4 1 cointa�in any provision for waiver. d% *I fl rl rl 1%I I I 1T^IrT Q A,L I r% I IL M KA I I k 1 R'qr it IE!V6 L. %J r.0 P%1,4tj I J�ro All of the privilleges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, idisabiliity, workers' compensation, and other benefits,which appI y to th ti it Iof officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective, functions, under, thiis Agreement within the territorial limits of the COUNTY shall apply to the same degree an ;tent to the performance of such functions and duties, of such, officers, agents, volint eers, or employees outside the territorial limits ofthe COUNTY. 9.23 LEGAL OBLIGATIONS AND RESPONSIBILITIES, Non-Del tiion 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 �i�mposed u ntity by, law except to the extent of actual and timely performance thereof by any participating entity, in is 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 ofthe constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 9.:24 NON-RELIANCE BYNOWPARTIES No person or entity shall be entitled to rely upon, the, terms, or any of them, of' this Agreemen�t to enforce or attempt to enflorce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the, CONTRACTOR -and the COUNTY agree that neither the CONTRACTOR nor the COUNTY or any agent, officer, or emplioylee of elther shall have the authorrity to inform, counsel,, or otherwise inidicate that, any particular individual or group, of individuals, entity or entities, have entitlements or benefits under this Agreement separate and aspart, inferior to, or supledor to the, community in genieral or for the purposes contemplated in this Agreement. 91.25 ATTESTATIONIS,AND, TRUTH IN NEGOTIATION CONTRACTOR agrees,to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethins Statement, and a Drug-Free Workpilace Statement. Signature of this Agreement by CONTRACTOR shall act as the execution of'a truth in negotiation certificate stating that wage rates and other factual unit costs, supporting the, compensation Pursuant to the Agreement are accurate, complete, and current at the timle of contra cti,ng. The origina,l contract fee andl ny additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract pricle was Niincreased due toinaccurate, incompilete, or concurrent wage rates and oth!elr factual it costs, All such adjustments must be made within one year,foillowing the end', of the Agreement. 9.26 NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed' to Ibe a covenant or agreernent of r, oifficer, agent or empl roe 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, 19,27 EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterpa its l,i 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 signiing any such counterpart. 9.28 E-VERIFY SYSTEM Beginning January 1 1 2021, in accordance with F.S. 448.095, the Contractor and any subcontractor ,shall register with and shall tilize t epartment of Homeland Security's, EWerify system to verify the work authorization status of all new employees it by the Contractor duringi the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the Ui.S. Department of Homeland Security's E-Verify system to, verify the work authiorization status of'all new employees hilred by the subcontractor urling the Contract term. Any siubcoinitr ctor 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,tiothe provisions of F. . 448.095. '91.2,19 UNCONTROLLABLE CIRCUMSTANCE ,An�y delay or failure of either Party to perform its, obligations under this, Agreement will be exicused to the extent -that the delay or failure was caused directly by an event beyond such Party's controt, without such Party"s -faullt or negligence and that by its nature, could not.have been foreseen by such Party or, if it could have been, it erg, was unavoidable,', (a) acts of God; (b) flood, fire, earthquake�, explosion, tropical stlorm,, hurricane or other declared emergency in the geographic area ofthie Services-, (c), war 11 invasion,V hostilities �whiether war Is declared or not)[, 'terrorist threats or aicts, riot, or othier civil unrest in the geographic area of the Services,, (d) government order or law in, the ig�eogra�phic area of the Services; (e) alictions, embargoes, or, blockades in effect on or after thie date of' this Agreement', (f) action by any governmental authority pirohl'bilting work in the geographic area of the Servlces-(each, a "U ntro cum stance ncollable Cir l financ ip, CONTRACTOR'S ial inability to perform, changes in coist or availability of materials, compoinents, or services, ma,rket conditions, or supplier actions or contract dis,putes 'will not excuse performance by Contractor Linder this Sectiion. Contractor shall give County written no tip cle within 7 days of any event or, ciircumstancle that is reasonably likely to, result in an Uncontrollable Circumstance,, and the antiolpated duration of such Uncontrollable Circumstance, Cont,ractor, sih�all use all diligent efforts to end the Uncontrollable Ciircumstiancie,, ensure that the effects of any Uncontrollable Cit stance are., minimi ll Performance �under this Agreemient. Thile County will not tional clost ia,s a, result of an Uncontrollable Circurnstance. The, Contractor may onl t extension for such reasionable ti�m�e asthe Owners Representative rnay deterrnine. IN WITNESSWHEREOF, each party has caused this Agreement ' t IIts duly author1 Irepresentative on the day and year first above writ,ten. (SEAL)i �BOARD OF COUNTY COMMISSIONERS Attest., Kevin Madok, Clerk, OF MONROE GOUINITY, FLORIDA Byl-1-1-11.1.1.1.1.1.1.I.I.I.I.I.I.I.I.I.I.I.I.I.I.I.I.I.I.1.1.1.1—.,.,.,.,.,.l-....,....—.,.,.,.,.I .............................- - As Deputy Clerk Mayor/Chairman, (Seal) CONTRACTOR: Safewram, Inc. Attest,- A� BY:11 BY. Safeware, North American Dicrectior Titlell T it l e Approved, as to form and legal sufficiency Monroe County Attorney's Office-, END OF AGREEMENT 1028-2025 Attlachm�ent Bi- Safewaire, Inc. Price, Quote 1&%'SAFEWARE QUOTATION' Safeware, Inc. Order'Nurnber 4403 Forbes Blvd. 10247081 Lanharn,ME),207016-432 Order Date 131age 'USA 09,130/2025 09:22:091 1 lot'2 301-683-1234 QLl0tle E xpires On: 10,110012025 www.Saf'ewareinc.clom Contract No:OMNIA Clontract 94400008468 Bill To. Clustomer ID.: 1,10344 Ship To-, Momoe Colunty Safety and Security Monroe County BO,CC I 100 Simonton Strect#2-'268 1100 S imoilton St,Rooni 2-226 At,tn- Mark Gongre Altw Mark Gongre Key West, Fl,33040 Key West,FL 33040, 305-294-4641 Requested By. Mark Gongre PO Number Taker Entail m cc I F"monrole Comity 2,025-2026 A.PS Service Agreement An er in I aperk,'Iiisi w� ',wareinc.conii ML_ - 368 1 019,1'2 3 19 "I X v'6116,SMEWARE QUOTATION Safewarep Inc. Order Number 44013, Forbes Blvd. 1024708 1 Lanhann,MD 207061-432, Order Date Page. 11 USA, 090)"W2025 09,221.091 2 of 2 3,011-683-12314 Quiate Exipiresi 011. 101/1 Oie'2025 www.safewarcinc,icorn Total Lin�,�: 6 SUB-TOTAL- 46)887.,86 TAX,- OM AMOUNTDUE.- 469887.8�6 U.iS, Dollars 119 1,368 1 09/2 3 19