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Home My WebLink AboutItem P02COUNTY of MONROE The Florida Keys BOARD OF COUNTY COMMISSIONERS Mayor Michelle Lincoln, District 2 Mayor Pro Tem David Rice, District 4 Craig Cates, District 1 James K. Scholl, District 3 Holly Merrill Raschein, District 5 Regular Meeting February 18, 2026 Agenda Item Number: P2 26-0446 BULK ITEM: Yes DEPARTMENT: Administration TIME APPROXIMATE: n/a STAFF CONTACT: Lindsey Ballard - 3052924443 AGENDA ITEM WORDING: Report to the Board of County Commissioners on the small contracts signed by the County Administrator. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: STAFF RECOMMENDATION DOCUMENTATION: FINANCIAL IMPACT: Effective Date: Expiration Date: Total Dollar Value of Contract: Total Cost to County: Current Year Portion: Budgeted: Source of Funds: CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: If yes, amount: Grant: County Match: Insurance Required: MONROE COL \,TY COMMISSIONERS PL RCH \SI\G POLICY M a\l_i"NL ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: All About Doors & Floors QContract # Estimate 13301 Effective Date: upon Execution �------_................ ..._ Expiration Date: __ .....w........ Contract Purpose/Description: Install Eco Commercial Aluminum White Glass 9/16" Impact Double Gray, Unit Design Pressure +/-80 _... -. ...... .. _ ®.. _ , , Size 12"x64" Windows Delivery, Removal, Installation, Pressure Treated Wood, Waterproofing, Anchors @ MCSO Marathon Substation Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Derek Nappi unty n.gov 3997 nappl-derek@ monroeco ................. (Name) (Ext.) Email Address CONTRACT COSTS Total Dollar Value of Contract: $ 5700.00 (must be $100,000 or less) Budgeted? Yes W] No ❑ Grant: Current Year Portion: $ (If multiyear agreement then requires BCCC approval, unless the ¢e� fl ciwiubt� iv:: arri ouuiM is V 00,00 00 w Mess) County Match:.,.., ®._. Fund/Cost Center/Spend Category: 101-20505-00062 , _.... ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr www.. For: Not included in dollar value above (e maintenance utilities janitorial, ( Wµ�mmm��-""�µ� "- g salaries etc.) Insurance Required: YES ❑ NO ❑ CONTRACT REVIEW Reviewer Department/Office Director/ Signature: William Desantis µ Assistant Director County Attorney Signature: Jose ph X. DiNovo ......ww_..._mMw ............. ......w__..... Digitally signed by Joseph X. DiNovo Dale: 2026012013:1344-05'00' ww ._._........ _ _._..........._w w w _..... Risk Management Signature: Wlyn W Jac., �.... a.......ww �.......�....._.._._m��... Digitally signed by Jaclyn Flatt Data: 212710:50:38-05'00' 026.0�w_......._m-........._..., • Purchasing Signature: Lisa Abreu I Digitally signed 02igne by Lisa Abreu Date: 2816:20:54-05'00' .....yAn ...-...00sk.. (email contracts amonroecounty-fl.gov) AngeMalcosk........ whys. A^�Oulica Malcosky Date: lys 0tmmd900 7,06-05'00' Dale�20266d20 OMB Signature: _wlica ......._..w_..................... (email OMB (iDmonroecounty-fl.gov) Comments: Revised BOCC 11/12/2025 ReN iced 1 1 / 12/20?; 911Page 4590 NW 72 Avenue, Miami, FI 33166 2797 Overseas Hwy, Marathon, FI 33050 allaboutdoorsmiami@gmail.com allaboutdoorsmiami.com 305-225-8010 #SCC131153824 #2513000138 REP: MCSO johnson-travis@monroecounty-fl.gov 3103 Overseas Hwy Marathon, FL, 33050-2346 (786) 933-1424 Estimate Estimate No: 13301 Date: 12/19/2025 Description Quantity Rate Amount Eco Commercial Window 4 $925.00 $3,700.00 Aluminum White Glass Size: 9/16" Impact Double Gray Unit Size: 12" x 64" Design Pressure:+/-80 Delivery, Removal, Installation, Pressure Treated Wood, Waterproofing, Anchors 1 $2,000.00 $2,000.00* Permit not included 1 $0.00 $0.00 *Indicates non-taxable item Subtotal $5,700.00 Standard 0% $0.00 Total $5,700.00 Total $5,700.00 1/3 - Estimate 13301- 12/19/2025 Notes *PRICES ON ESTIMATES AND INVOICES REFLECT OUR CASH PRICE. OUR REGULAR PRICE REFLECTS A 3.5% NON -CASH ADJUSTMENT. We offer savings at the point of sale when you pay with cash or check. The purpose of the non -cash adjustment is to incentivize customers to pay with cash. This is an "in -kind incentive" in compliance with section (2)(A) of the Durbin Amendment, a provision of United States Federal LAy, 15 U.S.0 & 169o-2. We further provide a cash discount from the regular price in accordance with section (4)(c)(4) of the same document. This sign is meant to inform customers of our regular price in compliance with this law.** Terms and Conditions 1. All About Doors & Windows LLC ("Seller') includes these terms and conditions of sale as part of any order received and accepted by it (the "Contract"). The Contract is the entire agreement of the parties and supersedes all negotiations, notice of award, purchase orders, agreements and understandings between the parties (written or oral). By signing a Contract, placing an order by telephone, or by requesting goods or services from Seller through any other documents or means of communication, or by accepting delivery of such goods or services, Customer hereby agrees to the terms and conditions set forth herein. Customer grants Seller permission to photograph the installation and use such photographs in future sales or advertising. 2. Title: Customer represents and warrants that Customer is the owner of the real property upon which the product is to be installed. Customer agrees that the goods being purchased in this Contract are being specifically manufactured for Customer and are not stock items. The title to and ownership of the product covered by the Order shall remain in Seller until the entire purchase price shall actually be paid in full, despite any affiliation of the same to any other property (real or personal). 3. Responsibilities/Understandings: Seller requires access to the interior of the property and front of each window. It shall be Customer's responsibility to remove/reposition/reinstall any and all obstructing plants, furniture, blinds, curtains/rods, motors, window/wall decorations, etc. (collectively the "Household Items") from the surrounding area and walls of installation area (at least 4 feet from installation area). Seller makes no representation that the existing window/door treatments will fit after the new products are installed. Seller is not responsible for damage to the Household Items if the surrounding areas are not prepared by the Customer prior to the installation. Should the Customer request Seller to assist in removing/moving of Household Items, or if the Seller is required to do the same in order to perform the installation, Seller will use care and caution to assist the Customer, but Customer agrees to hold Seiler, its employees, contractors and agents harmless, from any and all liability for any negligence resulting in property damage, or damage of any type, including, but not limited to, breakage of any Household Item(s). Seller will remove all majorjob related debris and clean work area of removed product. 4. Payment: Payment from Customer to Seller is due upon Seller Invoicing Customer for amounts due pursuant to this Contract. If payment is not received by Seller within five (5) business days of the date set forth on the invoice, interest shall accrue on any unpaid balance at the highest rate permitted by Florida law. PROGRESS PAYMENT (Materials and 50% of the labor) MUST BE PAID IN ORDER FOR INSTALLATION TO BEGIN. 5. Cancellation: In the event that Customer cancels this Contract, Customer must provide written notice to Seller by telegram, facsimile, or by certified mail, return receipt requested. The notice must indicate that Customer does not want the products and/or services and must be delivered and/or postmarked no later than midnight of the third business day after Customer executes this Contract. 6. Damage to Other Property: During the installation of the product, damage to bushes, plants, flowers, landscape lighting, sprinklers, etc. (collectively "Landscape Items") in these exterior window/door areas is possible. Seller will take reasonable efforts to avoid damage, but if damage does occur, Customer agrees to hold Seiler, its employees, contractors and agents harmless, from any and all liability for any negligence resulting in property damage, or damage of any type, including, but not limited to damage to the Landscaping Items. Damage to stucco, wall and floor tile, vinyl panels, sills, painted surfaces, concrete, drywall, moldings, and the surrounding area of the window and door openings is possible and inherent when removing and replacing, and/or installing windows and doors on a structure. Due to the nature of the work performed pursuant to this Contract, Customer agrees to hold Seller and its employees, contractors, and agents harmless from any and all liability for damage, including cracking and breakage of stucco, wall and/ or floor tile, vinyl panels, sills, painted surfaces, concrete, drywall, moldings, and the surrounding area of the window and door openings. 7. Paint: Seller does not paint or stain any work area but will prepare the area for the Customer to paint, unless expressly agreed to otherwise in writing between the Customer and Seller. Seller will replace visibly rotted or damaged wood (bucks) for window and/or door support, as it deems necessary. 8. Unforeseen Conditions: The Contract price does not include the above replacement or repairing of any unforeseen damage or conditions or any other problems/construction, which were not readily apparent to Seller prior to entering into this Contract. 9.Other Systems: Seller is not responsible for disconnecting or reconnecting alarm systems, or electrical systems or components (collectively the "Systems"). It is the sole and exclusive responsibility of Customer to contact the appropriate contractors to perform these tasks, the disconnection of which must occur prior to installation. If the Systems are not disconnected in accordance herewith, Customer agrees to hold Seller and its employees, contractors, and agents harmless from any and all liabilityfor damage to any Systems during the performance of the work. 10. Recessed Lips at Door Locations: When new doors (patio, French, swing, main) are installed the doorway may have a "lip" (threshold) that extends up to 4" from the floor. The Customer understands that the Seller will not be cutting down the floor to recess this lip into the floor unless this additional work has been ordered and written in the additional information section on the front of the Contract. The Customer understands that if the threshold is to be cut down that it must be decided on and done prior to the installation as it affects the price of the work and the size of the door. 11. Lead time: All quoted lead-times are approximate and subject to change without notice due to the time of the year or workloads. Days lost due to holidays, shut -downs, inclement weather, Customer delays, and all situations as outlined in the Force Majeure paragraph below do not count towards the lead-time. 2/3 - Estimate 13301- 12/19/2025 12. Definition of "Substantial Completion": Substantial Completion means that the vast majority of the work is done with the exception of minor items such as adjustments, the installation of any replacement parts that may have needed to have been reordered such as insulated glass units, master - frames, sashes, etc. any touch-up work, job site clean-up, installation or manufacturing quality issues, or caulking. If the job is substantially complete, but additional work needs to be completed, the lesser of 10% of the invoiced balance due or the cost of the outstanding work to be performed may be withheld until outstanding work is complete. 13. Permit Fees and Other Fees: The Contract may be subject to permit approval. If your municipality requires that a permit be pulled for this job, any and all costs incurred for permitting, drawings, engineering, surveys, and seals will be the responsibility of the Customer. If a permit is required a $50.00 administration fee will be charged in addition to the above -mentioned fees. All additional fees must be paid in full prior to the product being ordered. 14. Access and Inspection. Customer and/or the owner of the property on which the product is to be installed shall provide Seller and its authorized representatives with complete, continuous and uninterrupted access to the premises in order for Seller and/or its authorized representatives to install the product and to permit the governmental agency and/or persons having jurisdiction over the property to inspect the installation. If the installation is delayed as a result of Seller's inability to obtain access to the premises, or by interruption caused by Customer and/or the owner of the property, Seller shall be entitled to payment of all costs associated with such delay, inefficiency, and/or interruption, including, but not limited to, re -inspection fees. 15. Force Majeure: Seller will not be responsible for any delay, failure, or omission due to any cause that is beyond its reasonable control, is not due to its own gross negligence, and cannot be overcome with the exercise of due diligence, including, without limitation, war, riots, fires, floods, storms, lightning, epidemics, earthquakes, pandemics, hostilities, labor disturbances, inability to procure materials, expropriation or confiscation of properties, interference by civil or military authorities, or acts of God. All About Doors & Windows 1 /16/2026 Christine Digitally signed by Christine Hurley H u rl e Date: 2026.01.29 Y 14:33:07 -0500' Customer's signature MONROE COUNTY ATTORNEY'S OFFICE APPROVED AS TO FORM t C8t1NTY' A"P" ORNEY DATE: .w,1. I 3/3 Addendum Monroe County Contract Terms and Conditions The Monroe County Board of County Commissioners (herein after "County') and All About Doors & Floors, Incorporated, dba All About Doors & Windows (herein after -Company") agree as set forth below. The County and Company hereby enter into this Addendum to E s t i m a t e# 13 3 0 1 o f C o m p a n y and agree to the following: The Agreement includes and incorporates the Proposal and this Addendum. To the extent that any terms conflict, the language as set forth in this Addendum shall supersede any other terms and shall be binding. The Agreement is a Public Record under Chapter 119, Florida Statutes. The parties agree to comply with Chapter 119, Florida Statutes. Payment will be made in accordance with the Local Government Prompt Payment Act (Section 218.70, Florida Statutes). Payments due and unpaid under the Agreement shall bear interest pursuant to the Local Government Prompt Payment Act. Company shall submit to the County invoices with Supporting documentation that are acceptable to the Office of Monroe County Clerk of Court and Comptroller (Clerk). Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the Clerk's disbursal of funds. The County'S performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Monroe County Board of County Commissioners. The County's' indemnification is limited and subject to the sovereign immunity provisions of Section 768.28, Florida Statutes. This Agreement shall not exceed $100,000.00. Any automatic renewal is subject to this not to exceed amount of $100,000.00 Maintenance of records. The Company shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives, shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the termination of this Agreement. If an auditor employed by the County or the Clerk determines that monies paid to the Company pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Company shall repay the monies together with interest calculated pursuant to Section 55.03, Florida Statutes, running from the date the monies were paid to the Company. 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, the County and Company agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to arbitration. Attorne "s Frees and Costs. The Parties 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 and court costs, as an award against the non -prevailing party, and shall include attorney's fees and courts costs in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the Circuit Court of Monroe County. Nondiscrimination. The Parties agree that there will be no discrimination against any person, and it is expressly understood that, upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The Parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which 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 disability; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Public Records Coen liance. T h e Company 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 Company 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 Company 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 Company. Failure of Company 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 2 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. Company is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Non -Waiver of immuni . Notwithstanding the provisions of Section 768.28, Florida Statutes, the participation of the County and Company 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. Non -Reliance by Mon -Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Company agree that neither the County nor the Company 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. No Personal Liabilily. 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. E-VerifySystem. In accordance with Section 448.095, Florida Statutes, any 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 Company 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 Agreement term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subconstruct with an unauthorized alien. Company shall comply with and be subject to the provisions of Section 448.095, Florida Statutes. County, Forms. By signing this Agreement, the Company has sworn or affirmed to the following requirements as set forth in the Public Entity Crime Statement, Ethics Statement, Drug -Free Workplace Statement, Vendor Certification Regarding Scrutinized Companies List and Affidavit Attesting to Noncoercive Conduct for Labor or Services as set forth in more detail in this Agreement. Public: Enti Crime Statement, The Company certifies and agrees that n e i t h e r t h e Company nor any Affiliate has been placed on the convicted vendor list within the last 36 months. In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, 3 subcontractor or consultant under a contract with any public entity; and may not transact business with any public entity. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid, proposal or reply on contracts to provide any goods or services to a public entity, may not submit a bid, proposal or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids, proposals or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier or subcontractor under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, the Company 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 hereunder and may result in debarment from the County's competitive procurement activities. In addition to the foregoing, the Company 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 Company has been placed on the convicted vendor list. The Company will promptly notify the County if it or any subcontractor is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. Emr)lo meat or Retention of Former C:'ount l Officers or Employees. By signing this Agreement, the 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 2-149, Monroe County Code of Ordinances or any County officer or employee in violation of Section 2-150, Monroe County Code of Ordinances. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee pursuant to Subsection 2-152(b), Monroe County Code of Ordinances. Vendor Certification Regarding Scrutinized Companies Lists. Company agrees and certifies compliance with the following: Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company that is on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Lists which were created pursuant to Section 215.473, Florida Statutes, or that is engaged in business operations in Cuba or Syria from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of$1,000,000 or more. 4 As the person authorized to sign on behalf of Company, I hereby certify that the company identified above is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of $1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism List, or engaged in business operations in Cuba or Syria. I understand that, pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject 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 Terrorism List or been engaged in business operations in Cuba or Syria. Note: The Lists are available at the following Department of Management Services Site: x...w. _. ., .,,i......v.,...-.,... � ._,.... . .......�....�..,., ,.... ... hasrn pf. v.. ....r.. d...o. r...� information/convicted ...,,,.,.,.,...�:..U.�. »... .,.. w._._tX wll vv,dnasuwllciiLlacoiTirI)Ln rm iir /st pS m!!&d discriminatory comp,�aant v�r!Id r µHsu Non -Collusion Affidavit. Company by signing this Agreement, according to law on my oath, and under penalty of perjury, depose and say that the person signing on behalf of the firm of Company, the bidder making the Proposal for the project described in the Scope of Work and that I executed the said proposal with full authority to do so; 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; 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 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; 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. Affidavit Attesting to Noncoercive Conduct for Labor or Services. The Company is required to state, under penalty of perjury, that the Company does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As defined in Subsection 787.06(2)(a), coercion means: 1. Using or threatening to use physical force against any person; 2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or service are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or 5 purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threatening to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule II of Section 893.03, Florida Statutes to any person for the purpose of exploitation of that person. As a person authorized to sign on behalf of the Company, I certify under penalties of perjury that the Company does not use coercion for labor or services in accordance with Section 787.06. Additionally, the Company has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. Insurance. The Company shall maintain the following required insurance throughout the entire term of this Agreement and any extensions. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the Contractor to maintain the required insurance shall not extend any deadlines specified in this Agreement and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for Company's failure to maintain the required insurance. Commercial General Liability Insurance with minimum limits of $500,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be $250,000 per Person, $500,000 per occurrence and $50,000 property damage. The Monroe County BOCC shall be named as an Additional Insured as its interests may appear on all insurance policies issued to satisfy the above requirements. The Company shall provide to the County as satisfactory evidence of the required insurance, including the insurance policy application and either: Original Certificate of Insurance, OR Certified copy of the actual insurance policy, OR Certificate of Insurance e-mailed from Insurance Agent/Company to County Risk Management - Telephone Gaelan Jones at (305) 292-3470 for details (Certificates can be e-mailed directly from the insurance agency to: Jones-GaelanAMonroeCounty- Fl.gov. An original certificate or a certified copy of any or all insurance policies required by this contract shall be filed with the Clerk of the BOCC prior to the contract being executed by the Clerk's office. The Insurance policy must state that the Monroe County BOCC is the Certificate Holder and Additional Insured for this contract. Use of County Seal. Pursuant to Article II, Section 2-29, Monroe County Code of Ordinances, Company shall not include the County Seal in its promotional materials without the express approval of the Monroe County Board of County Commissioners nor shall any promotional materials of the Company purport to constitute an endorsement of the products or services of the Company by Monroe County. 3 Com any All Tbout Doors & Windows Dina ire - . - a Title President Date 1-16-2026 MONROE COUNTY ATTORNEYS OFFICE APPROVED AS TO FORM ASSSTANT COUNTY AT70RNEY DATE; 1-19-?026 A< DATE (MMIDDIYYYY) "' "" CERTIFICATE OF LIABILITY INSURANCE 01/26/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements NTA T Lucia Estrella PRODUCER NAMiE" PHONE305 226-8727 FAx 786-947 0488 ACCURATE GROUP IttC,N,Ena)a (..,.., E"MAIL accurate.certi8cates rrlatl.com 8300 West Flagler, Suite 114 APPREW INSUREt)tt3 A FK)RC?NN CC)V RA L „ _„ e., NAIC# Miami FL 33144 INSURER A: Burlin9lIon Insurance Company 23620 INSURED INSURER B : All About Doors & Floors Inc dba All About Doors & Windows INSURER c : NorGauard Insurance Company 31470 4590 NW 72 Ave INSURER D INSURER 'Ell: Miami FL 33166 INSURER _. _... _..... _. . _. _..._. ..�.......„„,.-.... m...... .., ..... �,-,_ CA C'tltC.CI"YfJ lVI1MRFQ• 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. --. ... ....... , _ [NSR dtOtTi.aS4IE%N�POLIG�`t L ESP POLICY EXP LIMITS T TYPE OF INSURANCE POLICY NUMBER M Y DDaY X COMMERCIAL GENERAL LIABILITY "! EACH OCCURRENCE S 1,000,000 _ ... ,,. 1 100,000 I CLAIMS -MADE X OCCUR , MED E fiP iA:n one parson), $„ 5,000 A X X „ 5356545201 07124(2025 07f24/2026 Pt RsINAt a Aov INJURY "$ 1,000,000 GEN''L AGGREGATE LIMIT APPLIES PER: '..... "�: GENERAL AGGREGATE S 2,000,000 FIR POLICY X,; JECT LOC PRODUCTS COMPIOPAGG 2,000,000 $ O"rHER C"tIM6➢NLP L IMI $ AUTOMOBILE LIABILITYIt yIC',trvd RvhSSwIFx4.L ANY AUTO -.,- N " "t "BODILY INJURY (Per person) I S _ ,... p ...... OWNED SCHEDULED a BODILY INJURY (Per accident) $ _. AUTOS ONLY „ AUTOS i ,... ..-I�Rffd'NC.)A.IwiM1Alim'E S HIRED NON -OWNED 1Mk1I'._'_;�r AUTOS ONLY �,,,,v AUTOS ONLY I ._ �. WNIV®p 4yy",,:,,.yW_, S UMBRELLA LIAB ;OCCUR EACH 0CCL9RRENr'C EXCESS LIAB CLAIMS MADE AGGREGATE DED REtENGtlON$ COMPENSATION f IS PER I LI H. WORKERS AND EMPLOYERS LIABILITY b`wP+B"dP�k�1�„S&"RdgE'�rC;Y'LA4tRILIT6E�'.Y£$',CU'XNWC Y"I'N' ELIACHACCIDENT ,f$ 1,000,000 C =0FFIC F..PMMr:A9111' ERf: EXCL l".IED? Y N I A I ALWC693488 07/27/2025 07/27/2026 ` , E p„ pk65EA aL , EA EMRtt,"kYEE„ $ 1,000,000 (Mandatory in NH) ,. 0&'RSd:RtlTPON F"Flr'.1FhERA'i"VC'INS below i EL DISEASE POLICY LIMIT! S 1,000,000 I � i I I ''. DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Monroe County BOCC is listed as additional insured V G.4"Y, r rf"' F4AM, r G, r'r V'L.,I✓L•� •••• •• •._.•••.,••...-_ ,. .. ...� ... SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County BOCC 1100 Simonton St Key West,FI 33040 AUTHORIZED REPRESENTATIVE i d ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD ATTACHMENT D.5 COUNTY ADMINIS FRA FOR ONTI�A(."TSIJ N/I MARY FORM FOR CONTRACTS $100,000.00 and Linder Contract With EE&G Construction & Rejj(.'ontract Effective Date. 1 - 27, - 26 — — ------ - Expiration Date: .3 ..1 26.... . - — - — ---------- - Contract Purpose/Description: Rernediation of Moisture and Microbial-Darnaged Materials at Cudjoe Fire Station #11 Bathroom .... . .. ............ . ................. . . . . . . . . . . . . . . . . .. . . ............ . ......... . ............ . ...... . . . ........... . ...................... . .... . ........ . . . ............... . .. . . . . . . . ................. . ... . ...... — ----- -------- ------- .. ...... ..................... — -- — ----- is Original Agreernent, ('ontract Aniendr-nent/FIxtension Renewal Contract Manager: Williarn DeSantis 4307 desantis-willaam@rnonry)ecoufity-fq gov (Nana:) (1-."Xt.) Ernail Address CONTRACT , '0 STS Votal Dollar- Value ot'(,'ontrac$27,82700 CU t: S rrent Year Portion: (must be $100,000or Tess) Ofnuduyear agreement then rqUires ROCC upprcnal. i4nIess the CCDLDI c:u11fl aft xmmw 0 Budgeted? Yes k( I No ( irant: $ ('OUIIt)I Matcli� F"und/Cost Center/Spend (.7ategory: 01-20501-00061 ADDITIONAL. COSI'S F'stimated Ongoing Costs: $ /yr For: N/A (Not included in dollar VI[Ue above) (e.g, maintenance, utilifles,janitorial, salaries, ew.) Insut-ante Required: YES * NO 7- CONTRACT RI VIEW Reviewer Department/0 fl ice Director/ Si nature: Chnstine Collins 9 Assistant Director D gdaRy �igbed hy,)—ph X DiNovo County Attorney SignItUre: Joseph X. DiNovo Oqste 2026, 01 27 11 29 51 05'00' D,qftaP` S'Ved t)y jacly" FW Risk Manaoernent Simiature: Jaclyn FlanDW, 2M 0 t 28 10 14 44 05'00 Dq,Wly by L— Ab,IILI Purchasing Signature: Lisa Abreu OV, 202Z W 2181302.28 0500' (Cmail, Contracts a nionroccounly-f I gw Dge. V -p.d by M.k—kv OMB Signature: Angelica Malcosky D.t. 620M 01 28 � 3 40 11 05'00' ....................... (email OMR q monroccounty-Ii.gm, (7ornments: . ..................... . ........ Revised BOCC 11/12121125 91 f CHRISTINE HURI.F-,Y, MONROE COUNTY ADMINISTRATOR; TINA BORN, ASSISTANT COUNTY ADMINISTRATOR; JULIE E. CUNEO, DIRECTOR- OFFICE OF PURCHASING AND ADMINISTRATIVE OVERSIGHT; DEBRA MARTINEZ, PURCHASING ANALYST OFFICE OF PURCHASING & ADMINISTRATIVE OVERSIGHT CC: WILLIAM DESANTIS, MONROE COUNTY DIRECTOR OF DEPARTMENT OF FACILITIES MAINTENANCE; CTIRISSY COLLINS, SENIOR BUILDING ADM INISTRATOR/BUDGET- DEPARTMENT OF FACI.L.ITIES MAINTENANCE FROM: JOSEPH X. DINOVO, ASSISTANT MONROE COUNTY ATTORNEY', RE: EMERGENCY WAIVER OF COMPETITIVE PROCUREMENT PROCEDURES FOR RE -MEDIATION OF MOISTURE AND MICROBIAL DAMAGED MATERIALS AT THE CUDJOE KEY FIRE STATION DATE: JANUARY 26,2026 BACKGROUND Monroe ounty Fire Station #11 on Cudjoe Key is a facility operating twenty -four hours per day, seven days a week that houses Firefighters, Paramedics and Emergency Medicat Technicians, Monroe County Fire Rescue recently reported to the Department of Facilities Maintenance the presence of microbial growth and moisture damage to the walls and shower tiles within the bathroom at the fire station. The Department of Facilities Management thereafter contacted Gallagher Bassett Technical Services (Gallagher Bassett) to visit the facility and conduct an assessment of the situation. Gallagher Bassett concluded that there were excess amounts of microbial growth and moisture damage to the walls and shower tiles within the bathroom requiring remediation. Gallagher Basset further developed a scope of work which was then presented to EE & G Construction & Restoration, LLC (EE & G). EE & G is a trusted and licensed microbial remediator used successfully by Monroe County in the past. EE & G has presented a quote of $27,827.00 for the remediation of microbial growth and moisture damage to the walls and shower tiles within the bathroom pursuant to the scope of work developed by Gallagher Bassett. DISCUSSION Based upon the information provided above, I conclude the foregoing circumstances constitute an emergency situation that permits a departure from the normal competitive solicitation process under the Monroe County Code and Subparagraph 2(F) of the Monroe County Purchasing Policy. In this regard, Subsection 2-347(k)(1), Monroe County Code provides as follows: The board of county commissioners may dispense with the bidding provisions of this section and contract directly for services, goods or public works in the case of an emergency. (1) For the purposes of this section, the term "emergency" means: a. An immediate danger to, the public health or safety; b. A danger of loss of public or private property that requires immediate government action; C. An interruption in the delivery of an essential governmental service; or d. A substantial risk that a funding source of a contract will be diminished or lost because the time required to competitively award bids after the funds become available exceeds the time within which the funding source must be spent. [Emphasis Added] Moreover, Chapter 7(B) of the Monroe County Purcb�Asing Policy provides, in relevant part, as follows: B. Emergency Purchases The term "emergency" is as defined in Section 2-347(k)(1) of the Monroe County Code. Purchase of commodities and services in the event of a public emergency may be obtained under the following conditions: 1. The public emergency for the requirements will not permit a delay resulting from competitive solicitation. [Emphasis Added] It is my considered opinion that the presence of excess amounts of microbial growth and moisture damage to the walls, and shower tiles within the bathroom constitute an "emergency" for purposes of Section 2-347, Monroe County Code and Chapter 7(B), Monroe County Purchasing Policy. The presence of microbial growth within Fire Station #11 poses an immediate danger to public health and safety as it places in jeopardy the health and safety of Firefighters, Paramedics and Emergency Medical Technicians at the facility. The ongoing moisture damage to the walls and shower tiles within the bathroom further presents a danger of loss of public and private property that requires immediate R_q government action as it risks destruction of elements of the Cudjoe Key Fire Station #I I and damage to its contents. Finally, the presence of microbial growth and moisture damage to the walls and shower Wes within the bathroom interferes with the normal operations of the facility which may cause in interruption in the delivery of an essential governmental service by disrupting the ability of Fire station personnel to perform their lifesaving work. Thus, the existence of the aforementioned situation constitutes an "emergency" for purposes of Section 2.347, Monroe County Code and Chapter 7(B), Monroe County Purchasing Policy. 10 1, IQ I Xk$j It Consequently, the foregoing circumstances constitute an emergency for purposes of Section 2-347, Monroe County Code and Chapter 7(B), Monroe County Purchasing Policy. Owing to the contract amount and, pursuant to Subchapter 7(B)(21)(a) and Subchapter 2(F), Monroe County Purchasing Policy, the purchase under emergency circumstances may be approved by the County Administrator. io Y' EEbG Construction & Restoration, LLC January 26, 2026 EE&G Proposal No. 2026-2018 Ms. Chrissy Collins Monroe County Public Works 123 Overseas Highway Rockland Key, FL 33040 Collins-Chriss ZDMonroeCounty-FL. Gov Ly( Subject: Proposal for Remediation of Moisture and Microbial -Damaged Materials Cudjoe Key Fire Station #11 — Bathroom 22352 Overseas Highway Cudjoe Key, Florida 33042 Dear Ms. Collins EE&G Construction & Restoration LLC (EE&G) is pleased to provide you with this proposal for the subject work. EE&G's Statement of Services and Fee Estimate are presented below: BACKGROUND The property located at 22352 Overseas Highway, Cudjoe Key is currently scheduled for renovation following the removal of microbial -damaged material identified in the site visit on 1/23/26. SCOPE OF WORK Moisture/Microbial-Damaged Remediation EE&G, a Florida -licensed General Contractor, and Mold Remediation Contractor, will provide labor, equipment, and materials to complete the removal of identified moisture/microbial-damaged materials and subsequent cleaning and treatment of surfaces from the following locations: • Remove and remediate 2ft of the lower wall of the living quarters behind the showers, • Remove and remediate 2ft of the lower wall of the bathroom all around, • Remove and remediate 4ft of the lower wall of the bathroom shower, • Remove all flooring in bathroom. DrywallIBaseboard Replacement EE&G will install level 3 finish replacement mold resistant drywall and base board on affected areas after the completed remediation. Replacement includes re -installing the existing treated base. The duration of the work is anticipated to be 4-5 business days, Project Assumptions Remediation will follow General Recommendations and industry standards for mold remediation, including containment, HEPA filtration, use of dehumidifier(s), removal, and disposal of identifie*j damaged materials. 0 The Owner will turn off the water line for EE&G to get to the impacted materials. • EE&G will remove impacted materials as needed, a rninimum of two feet past visual staining/mold growth Ms. ChnmmyCoUms January 261h.2026 Page • EE&(3will demo the tile toget hothe impacted materials, Woreplacement ofceramic tile is included inthis proposal, • EE&G will cover and protect furnishings during removal of damaged drywall. Following removal of all damaged materials, HEPAvacuuming and damp wiping of surfaces throughout the containment areas imrecommended sdthe finish ofthe removal and cleaning processes. • Final cleaning ofthe affected areas |sincluded, • Areas will be off limits to other workers urdU work is completed and containment barriers are removed • The Owner will provide oo-caU, complete access to work areas of the buHdin0, during eUmw*d working hours. • All obstructions which could impede the process shall be removed prior to EE&G mmbi|tcation, induding, but not limited to, dmbhs, equipment, or stored items within the work areas. w N000minQ|imgoftrades during nemediadonactivities FEE ESTIMATE EE&G'elump sum fee for the above scope ofwork is $27.827.00. Proposal pricing valid for 90 days from the date of proposal. If this proposal is satisfactory, please forward to EE&G a signed PSA (attached) and/or a Purchase Order. Fees for work performed will be invoiced upon completion as needed by the client, EE&G appreciates the opportunity to assist you. Please call us if you have any questions regarding this proposal, YmdirJhneoez Project Manager EE&GConstruction &Becthoa|.LUC, Florida -Licensed Asbestos Contractor NoCJC115417S Robert DeVito Vice President of Operations a I - *ft. - A I R Wo Lem Z U= I I g r�sawlrq PROFESSIOAAL SEKT"lCEB—AG3REYIYIEITT-B-ETIIEErI MONROE COUNTY PUBLIC WORKS AND This Agreement is made on this day of January 2026, by and between Monroe County Public Works ("'Client") and EE&G Construction and Restoration, That for the considerations set forth below, the pates hereto do agree as follows; Description of Services: EE&G's proposal #2026-2018 Cudjoe Key Fire Station dated January 26, 2026. Period of Performance: Start/Finish dates are to be announced. Basis of Compensation: EE&G's lump sum fee for the above scope of work is $27,827,00, Method of Invoicing: The invoice will be submitted at the completion of the project. 5. 'Professional Retainer: No retainer fee is requested, 6, General Conditions: a. Payments for invoices prepared by EE&G are due and payable upon receipt. b. This Agreement may be terminated by either party hereto upon 15 days notice in writing to the other party. Upon termination, EE&G shall prepare and submit a final invoice for services rendered to the date of termination together with any termination expenses incurred. c The parties hereto shall maintain in full force and effect comprehensive public liability insurance with coverage limits which are reasonable in light of the work to be undertaken, and workmen's compensation insurance as required by law, cl. Any drawings and specifications developed pursuant to this Agreement are instruments of service, and as such the original documents, tracings, and field notes are and remain the property of EE&G regardless of whether the work for which they were prepared is executed. e In the event that legal action is instituted to enforce any of the terms of this Agreement, the party which does not prevail shall pay the legal expenses of the prevailing party, including attorney's fees. f. The parties hereto each binds itself, its successors, executors, administrators and assigns to the other party to this Agreement and to the successors, executors, administrators and assigns of such other party in respect of all covenants of this Agreement. 9 EE&G's liability for services to be rendered under this Agreement shall be limited to $2,000,000 or the amount of EE&G's fee (whichever is greater), unless Client pays for the assumption of additional liability by EEC as a separate line item in Article 3, Compensation h, If applicable, Client agrees that EE&G shall not be responsible for liability caused by the presence or release of hazardous substances at the site, The Client will either make others responsible for liabilities due to such conditions or will indemnify and save harmless EE&G from such liab0ity. The provisions of this Article (6,h) shall survive any termtnation of this Agreement, IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be executed by their duly authorized officers on the date first written above. EE&G Construction & Restoration LLC. Client: Monroe County Public Works SIGN: SIGN: Christine Digitally signed by Christine Hurley Hurley Date: 2026.01.2 . 9 I A 11 45 -f)S'f)n NAME: NAME: Christine Hurley TITLE: TITLE: County Administrator DATE:-.-- DATE: 01/29/2026 MONROE COUNTY ATTORNEYS OF APPROVED AS TO FORM j .. . ......... . ...... ut�r w STD COUINW ATTORNEY DATiE: j -27-2076 f,�ure Key. Cudjoe Key Fire Station 11 _. Shower 1 Fl�tare 1 Hary I t r (Emm �,dx iw^d I Jabalg'..Th l & d K I r %"''`�`y �,�*[�,� ry w,�Aa.LJ^hGHER TECHNICAL SEMC.ES33042ko,�b„I 22352 Overseas Highway Moisture �Arr,e �� tl,l -_ ) ill dcl s' r rw�ll�ar AMC, on a ,r BASSETT Ctadloe Key, FIv impacts and fc�kb i td—,, " , t,c,l` ,16.R In— ,a H GBT'S Project No. 26007-002�5 Scope otWork M hM ,.6,oAhON, fl-,-0,AMG- iof—ahg—t R,��M,,� Pbnr��,r, DATE a(M as t ACC>Ra CERTIFICATE OF INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCERCOIN TACT' Bellwether InSUrance GroUp NAME, Bellwether Insurance Group, L.L' IAfC�AYr'�.�J.:........_...... _.........._. .,. _ �-r( X.__e._i..........7 201 SE 15th Terrace, Suite 203 E"MAIL C;eY"iIYICcNteS(i blC ttiSb CVVS6 e &?fT enl C4KT ADLTRESS: _ .AIC III...,..,,,,,, Deerfield Beach Fl. 33441-4484 NSdJRER A: Axis SEarpltss Insuttanae Company 2b620 INSURED INSURER B 'Valltapra Specualty IttTSkMrance CO 44768 FE 8 G Construction S Restoration, LLC AMERICAN INTERSTATE INSURANCE CC7MPANY' 31895 INSURER 4 14879 NE 20th Ave 1NB5 PER D INSURER E IN Miami FL 33181 1INSURERF: COVERAGES CERTIFICATE NUMBER: E,xp 8 18.2026 REVISION NUMBER: 'THIS IS 70 CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICA'T'ED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFVC;ATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE. POLICIES DESCRIBED HEREON IS SUBJECT TO AL. THE TERMS, EiXCL.U&C INS AND CONDITIONS €7F SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TN`SR :TR --_..__..______,._.................._....,.__.,_._,..._._...... TYPE OF INSURANCE x0mgum IN D wVD ...POL.ICY_NUMBER � P LI Y EFF MMFDDfYY POLICY EXP MM7TY LIMfTS.._..,..,�_..,.'_.__ X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2`000,000 CLAIMS -MADE Ix OCCUR DAMAGE rO RENTED PREMISES Sca"cuerrvsawre. S 50.000 Ind Asbestos/Lead Opw MEf2 L-XEx to v nnL rsanL s `i,000 A Pollution Liability Y SPI107153-01.2025 08/1812025 08/1812026 PERSONAL &ADVIN,AJRY $ 2,000,000., C4EINERALAGCIREIGATE $ 2,000,000 CE':R$LAC„�G,;RI:GATEI,IMIT _.. RGAEPLIE�SPER. ^�+ F, dECT � E,oc r�rRODUCTS -C"OMP fOPAC', G ........_,..__..__..____..._. 2 000 000 K'JTitE:R. PEofessionai Liability s 2 000,000 AUTOMOBILE LIABILITY C5M; IIVEE)BINGd„.F';': E-r)a tMttcaaYcrrrt 1,000,000 '... BODILY INJURY (Per pesori1 '.' S ANY AUTO B OWNED SCHEDULED Y 5087-1095-02 02119/2025 1 02119f2026 BODILY INJURY (Peiaccrdsintt- `£ _ AUTOS ONLY AUTOS ............_ _....,,,......._..._...._.................. REED ^ws+ NON -OWNED F'+WGYPWPTY 0,A-M-��.GE'_.. 'Pnr $ AU TOS ONLY AUT`CS ONLY' �a-t ide,4k UMBRELLA LIAR `,} C`M "C.IR Ed1& 11 OCCURRENCE S 5,000 000 AGG,REGA E $ 5 000 000 A EXCESS LIAB CLAIMS -MADE SX0071`54-01-2025 08/18/2025 08/18120�26 E UE'I')� RETEc�TK)N S $ .�,. WORKERS COMPENSATION �/ PER '...h "~HTA'TI„TTC1 9i'h2 AND EMPLOYERS t IABIL.ITY Y,iN PPS)PRIE "�"-' 1,000,000 C ANY l'(.)rt/PANTNI:.IR/EX EC1 JTIV[% OFF CER)MEEMBER LXCJk..IJC7EL'fy j N 1 A AVVVC`FL3404912025 08/18/2025 08M 8`2025 F ( fi' 94 H A C II1f,N r -_.. S '1,000,000 (Mandatory in NH) E, &,. 478.�GASE F.A I:MPP..('1YE:.EE. S If yes descxibe under DESCRIPTION OF OPE,R,A'r1ONS beiow .__.-_. ._..._.._�,,........ E2.L. DISEASE POLICY LIMIT' _._ .... S 1,000,000 WW Maid Per Claim $ti,000,000 Mold Caps -Claims Made Form A Professional Liability SP007153-01-2025 08/18/2025 08118/2026 Mold Aggregate 1 $2,000 000 Bailee's Coverage $500,000 _......._._...._..._..,,...-._,., DESCRIPTION OF OPERATfONS I LOCATIONS d VEHIICLES (ACCIRD 10i, Additional Remarks Schedule, may be attached it more space is required) � �_.__.-___._..... Re. All projects clone during the Captioned Policy term Monroe County BOCC Is fisted as additional Insured to the General Liability and Autornobde Liability IT WAN" WA. Y — Iiltl111lUR SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Monroe County BOCC ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton St. AUTHORIZED REPRESENTATIVE Key West FL 33040,i,. - Q 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Monroe County Contract Tens and Conditions The Monroe County Board 01'COUnty Commissioners (hereinafter, -Coumy-) and, F] ; G, Construction & Restoration, LLC' (hereinafter, -Company"") agree as set lorth below. 8 -Hie (1 ounty and C ,1 ornpany hereby enter into this Addendum to Proposal 92026 -20 1of' Company Submitted on January 26, 2026, and agree tothe following: The Agreement includes and incorporates the Proposal and this Addendum. To the extent that any terms conflict, the language as set forth in this Addendum shall Supersede any other terms and shall be binding. The Agreement is a Public Record under Chapter 119, Florida Statutes. The parties agree to comply with Chapter 119, Florida Statutes. Payment will be made in accordance with the Local Government Prompt Payment Act (Section 2 18.70, Florida Statutes). Payments due and unpaid under the Agreement shall bear interest pursuant to the Local Government Prompt, Payment Act. Company shall Submit to the County invoices with Supporting documentation that are acceptable to the Office of Monroe County Clerk Of Court and Comptroller (Clerk). Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules, and regUlations as may govern the Clerk*s disbursal of funds. The COLjmy's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Monroe C.OUnty Board 01TOUnty Commissioners. 'rhe County's' indemnification is limited and subject to the sovereign immunity provisions of Section 768.28, Florida Statutes. This Agreement shall not exceed $100,000.00. Any automatic renewal is subject to this not to exceed amount of` $l 00,000.00 Maintenance of Records. The Company shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives, shall have reasonable and timely access to Such records ofeach other party to this Agreement for public records purposes during tile term of tile Agreement and for five years following the termination of this Agreement. If an auditor- employed by the County or the Clerk determines that monies paid to the Company pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Company shall repay the monies together with interest calculated pursuant to Section 55.03, Florida Statutes, running from the date tile monies were paid to the Company. Governina 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 f'(,)r the enforcement or interpretation of' this Agreement, the County and Company agree that venue shall lie in the appropriate court or betbre the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to arbitration. Attorney's Fees and Costs. The Parties agree that, in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enf'orcement Or interpretation of' this Agreement, the prevailing party shall be entitled to reasonable attorneys fees and court costs, as an award against the non -prevailing party, and shall include attorney's fees and Courts Costs in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the i'lorida RUICS of Civil Procedure and LISUal and Customary procedures reqUired by tile Circuit Court Of Monroe County. Adiudication of Disputes or Disaareements. Hie Parties agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the pat -ties. 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 car remedy as may be provided by this Agreement or by Florida law, '"I'his Agreement is not subject to arbitration. Nondiscrimination. The Parties agree that there will be no discrimination against any person, and it is expressly understood that, LIPOn a determination by a Court of cornpetentjUrisdiction that discrimination has occurred, this Agreement automatically ternimates without any further action on the part ofatly party, effective the date of the Court Order. The Parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. 'I`hese include but are not limited to: I ) Title VI I ofthe Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis ofrace, color or national origin-, 2) Title IX of the 1"Iducation Amendment of 1972, as amended (20 USC ss. 168 1- 1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 LJSC s. 794), which prohibits discrimination on the basis of disability; 4) The Age Discrimination Act of 1975, as amended (42 LISC ss. 6101-6107) which prohibits discrimination on the basis or age; 5) The Drug Abuse Office and Treatment Act of 1972 (PI, 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention,'freatment and Rehabilitation Act off 970 (PL, 91-616), as amended, relating to nondiscrinlination 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 ofalcohol and drug abuse patient records; 8)'Vitle Vill of the Civil Rights Act of 1968 (42 LJS(I I s, 3601 et seq.), as amended, relating to nondiscrimination in the sale. rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from tirne 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 identify 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 SLIbject matter of, this Agreement. M Public Records Compliance. T h e Company must comply with Florida public records laws, including, but not limited to, Chapter It 9, Florida Statutes and Section 24 of Article I of the Constitution of Florida. The County and Company ornpany shall allow and permit reasonable access to, and inspection of', all documents, records, papers, letters or other "Public record" materials in its possession or Linder its control subJect, to the provisions of Chapter 119, I'loricla Statutes, and made or received by the County and Company in COn,jLItlCtiOtl with this contract and related to contract performance. The County shall have the tight to unilaterally cancel this contract Upon violation of this provision by Company. Failure or Company to abide by the terms of this provision shall be deerned a material breach of this contract and the COUMN y may enforce the terms of this provision in the florin 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. ']'his provision shall survive any termination or expiration of the contract. Company is encouraged to consult with its advisors about Florida Public Records Law in order tea comply with this provision. Non -Waiver of Immunity. Notwithstanding the provisions of Section 768,28, I'loricla Statutes, the participation of the County and Company 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 or immunity to the extent of liability covet -age, nor shall any contract entered into by the County be required to contain any provision for waiver. Non -Reliance bv Non -Parties. No person or entity shall be entitled to rely upon the terms, or any of, them, ofthis Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or prograrn contemplated hereunder, and the County and the Company agree that neither the County nor the Company 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 Linder this Agreement separate and apart, inferior to, or Superior to the community, in general or for the purposes contemplated in this Agreement. 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 (',OLIIIILy shall be liable personally (:)it this Agreement or be subject to any personal liability or accountability byr reason ofthe execution of this Agreement. E-Verit, SNstem. In accordance with Section 448,095, Florida Statutes, any Contractor and any subcontractor shall register with and shall utilize tile U.S. Department of Homeland Security's F-Verify system to verify the work authorization status of all new employees hired by the Company during the term of the Contract and shall expressly require any subcontractors perforrning work or providing services pursuant to the Contract to likewise Utilize the U.S. Department of Homeland SeCUrito,"S F-Verify system to verify tile work authorization status of all new employees hired by the subcontractor during the Agreement term. Any Subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract, with, or subconstruct with an unauthorized alien. Cornpany shall comply with and be subject to the provisions of" Section 448.095, Florida Statutes. Comity Forms. By signing this Agreement, the Company has sworn or affirmed to the following requirements as set, fiorth in the Public Entity Crime Statement, Fthics Statement, Drug -Free Workplace Staterricilt, Vendor CIertification Regarding Scrutinized ( ompanies List and Affidavit Attesting, to Noncoercive Conduct for Labor or Services as set forth in more detail in this Agreement. M Public Entity Crime Statement. fhe ( ' 'ornpany certifies and agrees that neither the Company nor any Affiliate has been placed on the convicted vendor list within the last 36 months. In accordance with Section 287.134, Florida Statutes, ail entity or affiliate who has been placed oil the Discriminatory Vendor List, kept by tile Iloricla Department of Management Services, may not Submit a bid oil a contract to provide goods or set -vices 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 01' public work; may not Submit bids on leases of'real property to a public entity; may riot be awarded or perforni work as a contractor, supplier, Subcontractor or consultant Linder as contract with any public entity; and may not transact business with any public entity. A person or affiliate who has been placed can the convicted vendor list following a. conviction for public entity crime may not submit a bid. proposal or reply on contracts to provide any goods or services to a public entity, may not submit a bid, proposal or reply on a contract. with a public entity for the construction or repair of a public building or public work, may not Submit bids, proposals or replies oil leases of real property to a public entity, may riot be awarded or perfon-n work as a contractor, Supplier or Subcontractor under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CWTEGORYTWO for a period of 36 months from the date ofbeing placed oil tile convicted vendor list, By signing this Agreement, tile ( 0111pany 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 hereunder and may result in debarment I from the County's competitive procurement activities. In addition to the foregoing, the Company Further represent,-, that there has been no determination, based oil ail audit, that it or any subcontractor has committed ail 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 Clornpany has been placed on the convicted vendor list. The Company will promptly notify the County if it or any subcontractor is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. Employment or Retention of Former County Officers or Employees. By signing this Agreement, the Company warrants that he/it has not employed, retained or otherwise had act oil his/her behalf any former ( I 01,111ty officer or employee in violation of Section 2-149, Monroe County Code of Ordinances or any County officer or employee in violation of Section 2-150. Monroe COUnty Code of Ordinances. I"or breach or violation ofthis provision the County may, ill its discretion, terminate this Agreement Without liability and may also., in its discretion, deduct from the Agreetilent or purchase price, or otherwise recover, the full amount Ofally fee, commission, percentage, gift, or consideration paid to the former County officer or employee Pursuant to Subsection 2-152(b), Monroe County Code of Ordinances. 0 Vendor Certification Regardin Scrutinized Companies Lists. Company agrees and certifies compliance with the following: Section 287.135, Florida Statutes prohibits a company from bidding oil, 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, F'Iorida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company that is on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Lists which were created Pursuant to Section 215.473, Florida Statutes, or that is engaged in business operations ill Cuba or Syria from bidding on,. submitting a proposal For, or entering into or renevving a contract for goods or set -vices of'S1,000,000 or more. As the person authorized to sign oil behalfofCompany, I hereby certify that file company identified above is not listed on the SCRItilliZed 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 C'ompanies with Activities in Sudan I.Jst, the Scrutinized Companies with Activities in the Iran Terrorism List, or engaged in business operations in Cuba or Syria. I understand that, pursuant to Section 287.135, Florida Statutes, the submission Of a l"alsecertilication may subject company to civil penalties, attorney's fees. and/orcosts. I ffirtherunderstand that any, contract with the County may be terminated, at the option of the County, if the company is f`6Und to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel Ust or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism List or been engaged in business operations in Cuba or Syria. Note: The Lists are available at, the ROlowing Department ol'Managernent Services Site: tl!I,LI.Z/wNANdiiis.iii�,florida,c(,�)i,n."bLis�tiess im s,sta �jLirc ------- fig i(I(Lr i�oqj �L _ 14.jion/'convicted sus n Inc;lydd discruninat( jLja 14ints vendor lists Non -Collusion Affidavit. Company by signing this Agreement, according to law on its oath, and under penalty of perjury, deposes and says that the person signing oil behalf of the ( I ornpany and the bidder making the Proposal for the proJect described in the Scope of Work executed the said proposal with full authority to do sothe prices in this bid have been arrived at independently Without C011LISi011, Consultation, communication or agreement flor the Purpose of restricting competition as to any matter relating to such prices with any other bidder or with any competitor. 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 atly competitor, and no attempt has been made or will be made by the bidder to induce ally other pet -son, partnership or corporation to Submit, or not to submit, a bid for the purpose of restricting competition. Fhe statements contained in this affidavit are trUc and correct Lind made with Cull knowledge that Monroe County relies upon the truth Of the statements contained in this affidavit in awarding contracts for said protect. 11 Affidavit Attestin2 to Noncoercive Conduct for Labor oi- Services. The Company is required to state, under penalty ofperiury, that the Compatly does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As defined in Subsection 787.06(2)(a), coercion means: I . Using or threatening to use physical force against any person; 2. Restraining, isolating, or confining or threatening to restrain, isolate, or confine any person without lawful aUtI101-ity and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is riot applied toward the liquidation of the debt, the length and nature of the labor or set -vice are not respectively limited and delinedl- 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or. Purported passpoil, visa, or other immigration document, or any other actual or purported government identification document, ofany person; 5. Causing or threatening to cause financial harm to any person, 6. FInticing or luring any person by fraud or deceit; or, 7. Providing a controlled substance as Outlined in Schedule I or Schedule 11 of` Section 893.03, I"lorida Statutes to any person for the PLII-POSe of exploitation of that person. As a person authorized to sign oil behalf ofthe Company, I certify under penalties ot'perittry that the Company does not use coercion t*()r labor or services in accordance with Section 787.06. Additionally, the Company has reviewed Section 787.06, Florida Statutes, and agrees to abide by satire. Insurance. The Company shall maintain the following required insurance throughout the entire term of this agreement and any extensions. Failure to comply with this provision may result ill the immediate Suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the Contractor to maintain the required insurance shall not extend any deadlines specified in this Agreement and any penalties and failure to perform assessments shall be imposed as if the work had not been Suspended, except for Company's failure to maintain the required insurance. Commercial General Liability Insurance with minimum limits ot'$500,000 Combined Single Limit (CSI) If split limits are provided, the tilinin'tUrn limits acceptable shall be S250,000 per Person, S500,000 per Occurrence and S50,000 property damage. z: The Monroe County BOCC shall be named as tin Additional Insured as its interests may appear on all insurance policies issued to satisfy the above requirements. The Company shall provide to the County, as satisfactory evidence of the required insurance, including the insurance policy application and either: • Original Certificate offilsurance, OR • C ertified copy ofthe actual insurance policy, OR • Certificate of Insurance e-mailed from Insurance Agent/Cornpany to County Risk Management -'releplione Gaelan Jones at (305) 292-3470 for details (Certificates can be e-mailed directly from the insurance agency to: Joties-(�raelaii(q�MotiroeCounty- [�`I.gov. 6 An original certificate or a certil led copy ol'any or all insurance policies required by this contract shall be filed with the Clerk ofthe 130(.,'(" prior to the contract being executed by the Clerk's office, The Insurance being Must State that the Monroe County B0('(' is the Certificate I folder and Additional Insured for this contract. Company EE&G Construction and Restoration LLC MONROE COUNTY ATTORNEY'S OFFICE . . . ........ APPROVED AS TO FORM 9 W T A ? MOO U N' - t MY% 9 0 M E Y Title DATE: 1-22-2026 Project Manager 1-27-26 Date ........ . . ........ Digitally signed by Christine Christine Hurley Hurley Date: 2026.01.29 14:32:06 -05'00' I MT)INN1,01 I (,(,)I T]"'I V), ('W", INCI rI4 q F, K!"i PT'R( l I AS'd"":O 1"'(flAICY 'I, Z,"9' "", 11 1 A �' ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $ 100,000.00 and Under Contract with: MedixSafe, Inc, Contract 9 2025,1030-221142424 Effective Date: 12/0412025 Expiration Date: 12/03/2028 Contract Purpose/Description: --MedixSafe (Bioconnect) Software subscription and technical suppoirt for a total of three (3) safes, cabinets and lodkers. Contract is,0figinal Agreeinent Contract Aiii.endnient/Exterision Renewal Contract Manager:Cheri Tamborski 6088 tambors'kll-cherli@monroecounty-fl.gov (Name) (Ext.) Eniall Address CONTRACT COSTS Total Dollar Value of Contract: $ 2,8018,00 Crii-rent Year Portion: $ 936.00 (rau&t be $100,000 or Less) (If muldyear agreement then 1100 1 : $842A0 / $280.80 requires BOCC approval, urdess the tokill cunmdatn', 11500: $1,684.80 / $561.60 Budgete&'Yes Z NoF-1 is!S'0(")�0 r)(I ()T '4`s") 63100: $280.80 1 $93.6"O Grant: $ County Match: $-_ Rind/Cost Center/Spend Category: See above cost centers.- SC00084 Software ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g. inaintertance, utilifies. janitorial, salaries. etc.) hisurance Required: YES W NO EJ CONTRACT REVILEW Reviewer Digital lysigned by R. L. Coliina Departinent/Office Director/ Signature: Date: L. Colina Date: 2025,12,12 13:50:27 -05W Assistant Director li,itally signed by Eve M. Lewis �Eve M. Lewis Couirty Attorney Signature: Date: 2025.12,17 16A410 -05'00' Digitally signed by Jaclyn Flatt Risk Management Signature: Jaclyn Flatt Date 2026.01.08 15:20:36-05'00' Digitally signed by Lisa Abreu Purchasing Signature: Lisa Abreu Date 2026.01.21 13:45:23-05'00' (email contracts @n-ionroecounty-fl. gov) Digitally signed by Angelica Malcosky ONM Signature: Angelica Malcosky Date 2026.01.21 15 06 04 -05'00' (ernail OMBr4,riioiiroecoutity-fl.gov') Conunents: Revised BOCC 11112/2025 R 111 91 AGREEMENT between MONROE COUNTY, FL and MEDIXSAFE INC. for MedixSafe Software Subscription & Tech Support for Safes, Cabinets, & Lockers THIS AGREEMENT is made and entered into this �' day of ��r 'e�:' 2025, by and between the Board of County Commissioners acting on behalf of Monroe County, Florida, a political subdivision of the State of Florida, and the Board of Governors acting on behalf of the Fire and Ambulance District 1 of Monroe County, Florida, both with principal offices located at 1100 Simonton Street, Key West, FL 33040 (the "County") and MEDIXSAFE INC., an Ontario corporation with principal offices located at 109 Atlantic Avenue, Suite 202, Toronto, ON M6K- 1X4, Canada (the "Contractor") to provide software and services as more specifically described herein. Now therefore, in exchange for good and sufficient consideration, the parties hereby agree to the following terms and conditions: 1) The Contract Documents The contract documents consist of this Agreement, the Contractor's "License Renewal PO# 20251030-221142424 document issued on October 30, 2025," attached and incorporated herein as "Composite Exhibit A." The parties expressly agree that this Agreement supersedes and replaces all prior agreements between the parties. In the event of a conflict between the aforementioned documents, any duly executed amendment to this Agreement (in reverse sequential order) will control, then this Agreement, and then "Composite Exhibit A," in that order. 2) The Work/Services The Contractor must perform all work for the County required by this Agreement, and as set forth below: a) Contractor will furnish all SaaS, software/subscription licenses, labor, materials, and equipment necessary as indicated in "Composite Exhibit A." b) Contractor must comply with any and all Federal, State, and local laws and regulations now in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Contractor, its employees, agents or subcontractors, if any, with respect to the work and services described herein. Contractor shall maintain throughout the term of this Agreement appropriate licenses, as applicable and necessary for the services provided. 3) Contract Amount & Payment Contractor will perform contract requirements with pricing pursuant to "Composite Exhibit A." Payment by the County of an undisputed invoice submitted by the Contractor will be processed within 30 business days after being stamped as received, or otherwise as provided in accordance with the Florida Prompt Payment Act, Section 218.735, Fla. Stat., as amended. County is exempt from payment of Florida State Sales and Use taxes. Additionally, the Contractor must submit invoices that are acceptable to the Monroe County Clerk and Comptroller (County Clerk). Acceptability to the County Clerk is based upon generally accepted accounting principles and such laws, rules and regulations as may govern the disbursal of funds by the County Clerk. Page 1 of 14 4) Agreement Subject to Funding The County's perfonmance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn, this Agreement is terminated, and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date. 5) Contract Term The contract period commences on the date first written above, and will expire three (3) years from said date, unless extended in writing by mutual agreement of the parties consistent with this Agreement (via a duly executed amendment hereto). Notwithstanding anything to the contrary, there shall be no automatic renewals/extensions to the overall term allowed hereunder (no evergreen provision). This contract, and any renewals thereof, must not exceed the total value of $100,000 without the prior written approval of the Monroe County Board of County Commissioners. As used herein, the "total value" of the contract is calculated by adding the value of each administratively approved renewal, plus any value-added amendments, after the Monroe County Board of County Commissioners' most recent approval. 6) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Contractor is an independent contractor under this Agreement and not the County's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. 7) Assignment and Subcontracting Contractor must not transfer or assign the performance required by this Agreement without the prior written consent of the Monroe County Board of County Commissioners. This Agreement, or any portion thereof, must not be subcontracted without the prior written consent of the County nor may the Contractor assign any monies due or to become due to him or her, without the previous written consent. 8) Termination In the event that the Contractor is found to be negligent in any aspect of service, the County shall have the right to terminate this Agreement after seven (7) days' written notification to the Contractor. a) Termination for Cause and Remedies: In the event of breach of any contract terms, the County retains the right to terminate this Agreement. The County may also terminate this Agreement for cause with Contractor should Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the County shall provide Contractor with seven (7) calendar days' written notice and provide the Contractor with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the County tenninates 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 Page 2 of 14 the spending cap in this Agreement. In addition, the County reserves all rights available to recuperate monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. b) Termination for Convenience: The County may terminate this Agreement for convenience, at any time, upon ninety (90) days' written notice to Contractor. If the County terminates this Agreement with the Contractor, County shall pay Contractor the sum due as of the appointed termination date, unless the cost of completion of the remaining work under the Agreement exceeds the funds remaining in the contract. The maximum amount due to Contractor shall not exceed the spending cap in this Agreement. 9) Remedies The County reserves the right to recover any ascertainable actual damages incurred as a result of the failure of the Contractor to perform in accordance with the requirements of this Agreement, or for losses sustained by the County resultant from the Contractor's failure to perform in accordance with the requirements of this Agreement. 10) Breach Penalty and Damages During Emergency Recovery Period Effective January 1, 2026 and in accordance with F.S. 252.505, the Parties agree that if the Contractor breaches this Contract for goods or services related to emergency response for a natural emergency during an emergency recovery period, the Contractor shall pay Monroe County a penalty of Five Thousand Dollars ($5,000) and damages. In addition to the penalty, the Contractor shall be liable for damages, which may be assessed, at the County's sole discretion, as either: 1) Actual and consequential damages suffered as a result of the breach; OR 2) Liquidated damages in the amount specified in this Contract. The remedies provided in this section are cumulative and are in addition to any other rights or remedies available at law or in equity. For purposes of this provision, "emergency recovery period" shall have the meaning assigned under F.S. 252.505, as may be amended from time to time. 11) Data Management; Data Security Standards. Contractor must agree to comply with the County's written demands regarding cooperation (and any applicable financial responsibilities) for timely data breach incident reporting, response activities/fact- gathering, public and other governmental agency notification requirements, severity level assessment, and after -action reporting, consistent with Sections 282.3185(5) & (6), and 501.171, Fla. Stats., as amended from time to time. To ensure safety of personal data, Contractor must comply with the 2016 European Union's General Data Privacy Regulation (GDPR) that became effective in the European Union on May 25, 2018, and any more recently revised version thereof. For any system integration between the County's network systems and that of the Contractor, the Contractor hereby agrees to comply with ISO/IEC 27001 for its internal system, at a minimum, and any unique integration requirements of the County's network and information technology systems. 12) Insurance Requirements As a pre -requisite of the work and services governed by, or the goods supplied under, this contract, the Contractor shall obtain, at his/her own expense, insurance as specified herein. The Contractor will ensure that the insurance obtained will extend protection to all Subcontractors engaged by the Contractor. The Contractor shall maintain the required insurance throughout the entire term of this contract and any extensions specified in the attached schedules. The Contractor will be held responsible for all deductibles and self - Page 3 of 14 insured retentions that may be contained in the Contractor's Insurance policies. The Contractor shall provide, to the County, as satisfactory evidence of the required insurance, either: Certificate of Insurance; or a Certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non -renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Contractor's insurance shall not be construed as relieving the Contractor from any liability or obligation assumed under this contract or imposed by law. Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled "Request for "Waiver of Insurance Requirements" and approved by Monroe County Risk Management Department. Contractor shall furnish to the County Certificates of Insurance indicating the minimum coverage limitations in the following amounts: a) WORKERS COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE. Where applicable, coverage to apply for all employees at the minimum statutory limits as required by Florida Law, and Employee's Liability coverage in the amount of $100,000.00 bodily injury by accident, $500,000.00 bodily injury by disease, policy limits, and $100,000.00 bodily injury by disease, each employee. b) COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle liability insurance, including applicable no-fault coverage, with limits of liability of not less than $300, 000.00 per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. If single limits are provided, the minimum acceptable limits are $200, 000.00 per person, $300, 000.00 per occurrence, and $100, 000.00 property damage. Coverage shall include all owned vehicles, all non -owned vehicles, and all hired vehicles. c) COMMERCIAL GENERAL LIABILITY. Commercial general liability coverage with limits of liability of not less than $500, 000.00 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Such coverage must include, as a minimum: Premises Operations, Products and Completed Operations, Blanket Contractual Liability, and Personal Injury Liability. An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. d) CYBER LIABILITY. Contractor must carry Cyber Liability Insurance with limits not less than $1,000,000 per claim, and $2,000,000 in the aggregate, and such coverage is required for the benefit of the County throughout the term of this Agreement. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken the Contractor pursuant to this Agreement, and shall include, but not be limited to, information theft, damage to or destruction of electronic information, release of private information, liability of third parties for failure to handle, manage, store, and control personal identifiable information, alteration of electronic information, extortion, network security, legal fees, judgements, settlements, forensic experts and public relations efforts. The policy shall provide coverage for regulatory fines and penalties as well as credit monitoring expenses. Coverage must include data breach, network security liability, internet media, network extortion, regulatory proceedings, PCI fines and costs. Page 4 of 14 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, 1100 SIMONTON STREET, KEY WEST, FLORIDA 33040, MUST BE NAMED AS ADDITIONAL INSUREDAND CERTIFICATE HOLDER ONALL POLICIESEXCEPT WORKER'S COMPENSATION. In the event that the Contractor subcontracts any or all of the work in this contract to any third party, the Contractor specifically agrees to identify the County as an additional insured on all insurance policies required by the County. In addition, the Contractor specifically agrees that all agreements or contracts of any nature with its subcontractors shall include the County as additional insured. 13) Indemnification & Hold Harmless a) The parties agree that one percent (1%) of the total compensation paid to Contractor for the work or services under this Agreement constitutes specific consideration to Contractor for the indemnification to be provided under the Agreement. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement, the Contractor shall defend, indemnify, and hold the County, and the County's elected and appointed officers and employees, harmless from and against any claims, actions or causes of action, any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with: (A) any activity of the Contractor or any of its employees, agents, contractors or other invitees during the term of this Agreement; (B) the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of the Contractor or any of its employees, agents, sub -contractors or other invitees; or (C) the Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than the Contractor). Furthermore, Contractor agrees to defend, indemnify and hold harmless the County, its elected and appointed officials, employees, and agents from all such claims, fees, royalties, or costs for its use of any patent, trademark, or copyrighted materials, and any suits or actions of any name that may be brought by virtue of this Agreement, against the County, its elected and appointed officials, employees, and agents for the infringement of any patents, trademarks or copyrights claimed by any person, firm, or corporation. b) Nothing contained herein is intended, nor may it be construed, to waive County's rights and immunities under the common law or Section 768.28, Florida Statutes, as amended from time to time; nor will anything included herein be construed as consent to be sued by any third parties in any matter arising out of this Agreement. Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. 14) Discriminatory Vendor List Contractor hereby acknowledges its continuous duty to disclose to the County if the Contractor or any of its affiliates, as defined by Section 287.134(1)(a), Florida Statutes, are placed on the Discriminatory Vendor List. Pursuant to Section 287.134(2)(a),Florida Statutes: "An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a Page 5 of 14 public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity." 15) County Suspended Vendor List The eligibility of persons to bid for an award of County contract(s), or enter into a contract, may be suspended pursuant to sec. 2-347(1) of the Monroe County Code of Ordinances. In the event an eligible person is suspended by the County after the contract is awarded, or a suspended person is employed to perform work (e.g. subcontractor in a bid or contract) pursuant to a County contract, same shall constitute a material breach of the contract. The County, in its sole discretion, may tenminate the contract with no further liability to the contractor beyond payment of the portion of the contract price that may be due for work satisfactorily completed up to the date of termination, and hereby reserves all other rights and remedies available at law or in equity. 16) Ethics Clause pursuant to Monroe County Ordinance No. 010-1990 By signing this Agreement, the Contractor warrants that he/she/it has not employed, retained or otherwise had act on his/her/its behalf any former County officer or employee in violation of Section 2-149, Monroe County Code of Ordinances, or any County officer or employee in violation of Section 2-150, Monroe County Code of Ordinances. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee pursuant to Subsection 2-152(b), Monroe County Code of Ordinances. 17) Prompt Disclosure of Litigation, Investigations, Arbitration, or Administrative Proceedings Throughout the term of this Agreement, the Contractor has a continuing duty to promptly disclose to the County, in writing, upon occurrence, all civil or criminal litigation, investigations, arbitration, or administrative proceedings relating to or affecting Contractor's ability to perform under this Agreement. If the existence of such causes the County concern that the Contractor's ability or willingness to perform the Agreement is jeopardized, the Contractor may be required to provide the County with reasonable assurances to demonstrate its ability to perform as required hereunder, and that its employees/agents have not or will not engage in conduct similar in nature to the conduct alleged in such proceeding. 18) Notice All written correspondence to the County shall be dated and signed by an authorized representative of the Contractor. Any written notices or correspondence required or contemplated under this Agreement shall be sent by U.S. Mail, certified, return receipt requested, postage pre -paid, or by courier with proof of delivery. Notice is deemed received by Contractor when hand delivered by national courier with proof of delivery or by U.S. Mail upon verified receipt or upon the date of refusal or non -acceptance of delivery. Notice shall be sent to the following persons: FOR COUNTY: FOR CONTRACTOR: County Administrator _ _ � �' t "` f Y Monroe County i'k -it 1100 Simonton Street, Room 2-205 Page 6 of 14 Key West, FL 33040 Email: r,!, cl And (with copy to) Monroe County Attorney's Office 1111 12th Street, Suite 408 Key West, FL 33040 19) Choice of Law and Venue The parties hereby agree that the only laws that apply to this Agreement are those of the State of Florida and United States of America. The parties waive the privilege of venue and agree that all litigation between them in the state courts will take place exclusively in the Sixteenth Judicial Circuit in and for Monroe County, Florida, and that all litigation between them in the federal courts will take place exclusively in the United States District Court in and for the Southern District of Florida, or United States Bankruptcy Court for the Southern District of Florida, whenever applicable. This Agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 20) Attorney's Fees and Costs County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, at all levels of the court system, including in appellate proceedings. 21) Trade Secrets and Proprietary Confidential Business Information Documents submitted by Contractor which constitute trade secrets as defined in Sections 812.081 and 688.002, Florida Statutes, as amended from time to time, and which are clearly marked or stamped as confidential by the Contractor at the time of submission to the County, will not be subject to public access. However, should a requestor of public records challenge Contractor's interpretation of the term "trade secrets," within five (5) calendar days of such challenge, Contractor must provide a separate written affidavit that includes an indemnification and release guarantee, as approved by the County Attorney or designee, to the County to support its claim that the alleged trade secrets actually constitutes same as defined by law. Contractor must demonstrate the need for confidentiality of the documentation by showing a business advantage or an opportunity to obtain an advantage if the documentation was released. Otherwise, Contractor is required to timely seek a protective order in the Circuit Court of the Sixteenth Judicial Circuit in and for Monroe County to prevent the County's release of the requested records. 22) Public Records County is a public agency subject to Chapter 119, Florida Statutes, as amended from time to time. To the extent Contractor is a Contractor acting on behalf of the County pursuant to Section 119.0701, Florida Statutes, as amended from time to time, Contractor must comply with all public records laws in accordance with Chapter 119, Florida Statutes. In accordance with state law, Contractor agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the County in order to perform the services. b) Upon request from the County's custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copies Page 7 of 14 within a reasonable time at a cost that does not exceed the costs provided in Chapter 119, Florida Statutes, or as otherwise provided by law. c) Ensure that public records that are exempt, or confidential and exempt, from public records disclosure are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the County. d) Upon completion of the services within this Agreement, at no cost, either transfer to the County all public records in possession of the Contractor or keep and maintain public records required by the County to perform the services. If the Contractor transfers all public records to the County upon completion of the services, the Contractor must destroy any duplicate public records that are exempt, or confidential and exempt, from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the services, the Contractor must meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of public records, in a format that is compatible with the information technology systems of the County. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TOT E CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS LATING TOT IS AGREEMENT, CONTACT THE COUNT 'S CUSTODIAN OF PUBLIC RECORDS AT: MONROE COUNTY ATTO EY'S OFFICE,1111 12TH STREET, SUITE 408, KEY WEST, FL 33040, EMAIL: PU LIC` EC S��LC U T '- F .G V, OR PHONE: 305-292-3470. If Contractor does not comply with this section, the County will enforce the Agreement provisions in accordance herewith and may unilaterally cancel this Agreement in accordance with state law. 23) Audit Rights The Contractor must maintain accurate books, records, documents and other evidence that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance this Agreement, in accordance with generally accepted accounting principles. County reserves the right to audit the records of the Contractor for the commodities and/or services provided under the contract at any time during the performance and term of the contract and for a period of five (5) after completion of the contract. Such records must be retained by Contractor for a minimum of five (5) years following the close of the Agreement, or the period required for this particular type of service by the General Records Schedules maintained by the Department of State, whichever is longer. The Contractor agrees to cooperate with the County and agrees to submit to an audit as required by the County, or other authorized representative(s) of the State of Florida. The Contractor must allow the County or such other auditing agency to have access to and inspect the complete records of the Contractor in relation to this Agreement at any and all times during normal business hours for the purposes of conducting audits or examinations or making excerpts or transcriptions. The requirements set forth in this paragraph will survive the termination of this Agreement. 24) Third Party Beneficiaries Neither Contractor nor County intends to directly or substantially benefit a third party by Page 8 of 14 this Agreement. Therefore, the Parties acknowledge that there are no third -party beneficiaries to this Agreement and that no third party is or will be entitled to assert a right or claim against either of them based upon this Agreement. 25) Uncontrollable Circumstances ("Force Majeure") As used herein, "Force Majeure" means the occurrence of any event that prevents or delays the performance by either party of its obligations herewider which are beyond the reasonable control of the non -performing party. Examples of "Force Majeure" include, but are not limited to, acts of God, natural disasters, or emergency governmental action. To invoke this paragraph, immediate written notice, consistent with the "Notice" provisions of this Agreement, must be sent by the non -performing party describing the circumstances constituting force majeure and proof that the non-performance or delay of performance is a direct and reasonable result of such event(s). Any claim for extension of time by Contractor pursuant to this paragraph will be made not more than Seventy-two (72) hours after the commencement of the delay. Otherwise, it shall be waived. The Contractor shall immediately report the termination of the cause for the delay within seventy-two (72) hours after such termination. The County reserves its right to challenge the invocation by the Contractor within five (5) calendar days of receipt of said notice, in such case uninterrupted performance in required. However, in the event the invocation is accepted by the County, the Contractor must take all reasonable measures to mitigate any and all resulting damages, costs, delays, or disruptions to the Contractor's performance requirements under this Agreement. All obligations must resume when the circumstances of such event(s) have subsided, or other arrangements are made pursuant to a written amendment to this Agreement. 26) Public Entity Crimes Statement Pursuant to Section 287.133(2)(a), Florida Statutes, as amended from time to time, Contractor hereby certifies that neither it nor its affiliate(s) have been placed on the convicted vendor list following a conviction for a public entity crime. If placed on that list, Contractor agrees: to immediately notify the County and is prohibited from providing any goods or services to a public entity; it may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; it may not submit bids on leases of real property to a public entity; it may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and, it may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for Category TWO ($35,000), as may be amended, for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. 27) Foreign Gifts and Contracts The Contractor must comply with any applicable disclosure requirements in Section 286.101, Florida Statutes. Pursuant to Section 286.101(7)(b),Florida Statutes: "In addition to any fine assessed under [§ 286.101(7)(a), Florida Statutes], a final order determining a third or subsequent violation by an entity other than a state agency or political subdivision must automatically disqualify the entity from eligibility for any grant or contract funded by a state agency or any political subdivision until such ineligibility is lifted by the Administration Commission [Governor and Cabinet per § 14.202, Florida Statutes] for good cause." 28) Scrutinized Companies and Countries of Concern per Sections 287.135, 215.473, & 287.138, Florida Statutes Contractor hereby certifies that it: a) has not been placed on the Scrutinized Companies Page 9 of 14 that Boycott Israel List, nor is engaged in a boycott of Israel; b) has not been placed on the Scrutinized Companies with Activities in Sudan List nor the Scrutinized Companies with Activities in the Iran Terrorism Sectors List (formerly the Iran Petroleum Energy Sector List); and c) has not been engaged in business operations in Cuba or Syria. If County determines that Contractor has falsely certified facts under this paragraph, or if Contractor is found to have been placed on a list created pursuant to Section 215.473, Florida Statutes, as amended, or is engaged in a boycott of Israel after the execution of this Agreement, County will have all rights and remedies to terminate this Agreement consistent with Section 287.135, Florida Statutes, as amended. The County reserves all rights to waive certain requirements of this paragraph on a case -by -case exception basis pursuant to Section 287.135, Florida Statutes, as amended. Beginning January 1, 2024, the County must not enter into a contract that grants access to an individual's personal identifying information to any Foreign Country of Concern such as: People's Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, unless the Contractor provides the County with an affidavit signed by an authorized representative of the Contractor, under penalty of perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs (2)(a)-(c) of Section 287.138, Florida Statutes, as may be amended. Beginning January 1, 2025, the County must not extend or renew any contract that grants access to an individual's personal identifying information unless the Contractor provides the County with an affidavit signed by an authorized representative of the Contractor, under penalty of perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs (2)(a)-(c) of Section 287.138, Florida Statutes, as may be amended. Violations of this Section will result in termination of this Agreement and may result in administrative sanctions and penalties by the Office of the Attorney General of the State of Florida. MEDIXSAFE INC. is not owned by the government of a Foreign Country of Concern, is not organized under the laws of nor has its Principal Place of Business in a Foreign Country of Concern, and the government of a Foreign Country of Concern does not have a Controlling Interest in the entity. Under penalties of perjury, I declare that I have read the foregoing statement and that the facts stated in it are true. Printed Name: 1 r/ .- i/ Title: t<,?% Signature: t Date: , 29) Noncoercive Conduct for Labor or Services As a nongovernmental entity submitting a proposal, executing, renewing, or extending a contract with a government entity, Contractor is required to provide an affidavit under penalty of perjury attesting that Contractor does not use coercion for labor or services in accordance with Section 787.06, Fla. Stat. As an authorized representative of Contractor, I certify under penalties of perjury that Contractor does not use coercion for labor or services as prohibited by Section 787.06, Fla. Stat. Additionally, Contractor has reviewed Section 787.06, Fla. Stat., and agrees to abide by same. Additionally, any contract renewed or entered into after July 1, 2024, may be terminated at the option of the County if the Contractor is placed on the forced labor vendor list created pursuant to Section 287.1346, Page 10 of 14 Fla. Stat., as may be amended from time to time. 30) Nondiscrimination The Contractor and County agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Contractor agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the basis of race, color, religion, sex or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of disability; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) The Pregnant Workers Fairness Act (PWFA) pursuant to 42 U.S.C. 2000gg et seq.; and 12) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 31) E-Verify Requirements Effective January 1, 2021, public and private employers, contractors and subcontractors must require registration with, and use of the E-verify system in order to verify the work authorization status of all newly hired employees. Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: a) All persons employed by Contractor to perform employment duties within Florida during the term of the contract; and b) All persons (including subvendors/subconsultants/subcontractors) assigned by Contractor to perform work pursuant to the contract with the County. The Contractor acknowledges and agrees that use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the County. By entering into this Agreement, the Contractor becomes obligated to comply with the provisions of Section 448.095, Florida Statutes, "Employment Eligibility," as amended from time to time. This includes, but is not limited to, utilization of the E-Verify System to verify the work authorization status of all newly hired employees, and requiring all subcontractors to provide an affidavit to Contractor attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. Contractor agrees to maintain a copy of such affidavit for the duration of this Agreement. Failure to comply with this paragraph will result in the termination of this Agreement as provided in Section Page 11 of 14 448.095, Florida Statutes, as amended, and Contractor may not be awarded a public contract for at least one (1) year after the date on which the Agreement was tenninated. Contractor will also be liable for any additional costs to County incurred as a result of the termination of this Agreement in accordance with this Section. Upon executing this Agreement, Contractor will provide proof of enrollment in E-verify to the County. 32) Prohibited Telecommunications Equipment Contractor represents and certifies that it and its applicable subcontractors do not and will not use any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, as such terms are used in 48 CFR §§ 52.204-24 through 52.204-26. By executing this Agreement, Contractor represents and certifies that Contractor and its applicable subcontractors must not provide or use such covered telecommunications equipment, system, or services for any scope of work performed for the County for the entire duration of this Agreement. If Contractor is notified of any use or provisions of such covered telecommunications equipment, system, or services by a subcontractor at any tier or by any other source, Contractor must promptly report the information in 40 CFR § 52.204-25(d)(2) to County. 33) Antitrust Violations; Denial or Revocation under Section 287.137, Florida Statutes Pursuant to Section 287.137, Florida Statutes, as may be amended, a person or an affiliate who has been placed on the antitrust violator vendor list (electronically published and updated quarterly by the State of Florida) following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply for any new contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply for a new contract with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on new leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a new contract with a public entity; and may not transact new business with a public entity. By entering this Agreement, Contractor certifies neither it nor its affiliate(s) are on the antitrust violator vendor list at the time of entering this Agreement. False certification under this paragraph or being subsequently added to that list will result in termination of this Agreement, at the option of the County consistent with Section 287.137, Florida Statutes, as amended. 34) Environmental and Social Government and Corporate Activism Pursuant to Section 287.05701, Florida Statutes, as may be amended, the County cannot give preference to a contractor based on social, political or ideological interests as defined in the statute. Contractor is also prohibited from giving preference to any of its subcontractors based on the above referenced factors. Violations of this Section will result in termination of this Agreement and may result in administrative sanctions and penalties by the Office of the Attorney General of the State of Florida. 35) No Personal Liability No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of County in his or her individual capacity, and no member, officer, agent or employee of County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 36) Merger; Amendment This Agreement constitutes the entire Agreement between the Contractor and the County, Page 12 of 14 and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and authorized designees of the County. 37) Interpretation The titles and headings contained in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement include the other gender, and the singular includes the plural, and vice versa, unless the context otherwise requires. Terms such as "herein" refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a section or article of this Agreement, such reference is to the section or article as a whole, including all subsections thereof, unless the reference is made to a particular subsection or subparagraph of such section or article. Any reference to "days" means calendar days, unless otherwise expressly stated. 38) Joint Preparation It is acknowledged that each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and accordingly the rule that a contract will be interpreted strictly against the party preparing same does not apply herein due to the joint contributions of both parties. 39) Severability; Waiver of Provisions Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The non -enforcement of any provision by either party will not constitute a waiver of that provision nor will it affect the enforceability of that provision or of the remainder of this Agreement. 40) Signatory Authority Upon request, the Contractor must provide the County with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. 41) Counterparts and Multiple Originals. This Agreement may be executed in multiple originals, and may be executed in counterparts, each of which is hereby deemed to be an original, but all of which, taken together, constitutes one and the same agreement. [Signatures to follow] Page 13 of 14 IN WITNESS WHEREOF, County and Contractor have executed this Agreement as of the date first written above. CONTRACTOR: MEDIXSAFE INC. By: to � jur lj��F C,?-4,--WS i2f:;; (Va,�T Print Name & Title fi(n%V--C'e STAXE-OF M.0,60i'"AGOUNT-YOF tav-onfo, The foregoing instrument was sworn to/affirmed and acknowledge b oremeby means of R'physical presence or 0 online notarization, this _f I Me 0 �L day of -PWeg 06, by President [or Authority Title] of MEDIXSAFE INC., Canadian (Ontario) corporation. He/She is personally known to me/or has produced (type ofidentificati s identification. Si of 9otary—"P-u6lic 3 1—k-S V 1 r-y—A, Luor\-s (Print & Stamp Commissioned Mine of Notary Public) III Eglia all MLKO 0 BOARD OF GOVERNORS FOR FIRE & AMBULANCE DISTRICT 1, MONROE COUNTY, FLORIDA Approved as to legal form & sufficiency: ly signed by Eve M, Lewls Eve M. Lewis DD'99e':2'025.1Z01 10MA2-05'W Eve M. Lewis, Assistant County Attorney Digitally signed by Christine Christine Hurley Date: 2026.01.27 By: Hurley 08:50744 -05'00' Christine Hurley, County Administrator Page 14 of 14 Secure Storage for Fire and EMS MedixSafe is transforming how Fire and EMS track, manage and secure critical assets. Get real-time tracking, useful insights and secure chain of custody for controlled substances. Our narcotic safes come in multiple sized and can be cleployed onboard a vehicle or inside a station. With the ability to work online and offline, you can guarantee that your narcotics are safe, secure and accountable. 2 of 29 Products & Willing Unit Services Frequency Quantity price Price MedixSafe Subscription for Safes, Cabinets, Lockers 3 year Trust Platform Subscription, Software Upgrades, Live Technical Support 70TATR real■psl�-! P - �14 I 3 $936.00 $2,808.00 for 3, years Terms and Conditions P MedixSafe sells all its products pursuant to its Privacy Polky. All Trust Platform products, subscriptions, Managed Services or Trusted Identity Service are sold pursuant to our Platform Terms and Conditions. I hereby acknowledge I am authorized to enter into this contract and that I have read this the IPllatform, Terms and Conidlitions and understand and agree to the terms and conditions applicable. iUpon signature below, this proposal becomes a binding sales agreement. Signature Choose a profile to start the e-signature process. 3 of 29 Zully Hemeyer hemeyer-zully,@imoniroecounty-fl.gov 4 of 29 11110/25, 3:28 PM Privacy Policy I Data Coltection, Usage, and Rights CONTACT DirnedIX&A.-, SOLUTIONS SAFES COMPARE RESOURGES us Updated August 6, 2025. �MedixSafe Inc. ("MedixSafe"', "we" or "us") knows, that you care about how your personal information is used and shared, and we take your privacy seriously. IMedixSafe offers identity authentication software, Ihairdware and related services. We also own and operate several websites including www.medixsafe.com (each, a "Website"). This privacy policy aims to inform you about how we collect, use, disclose and store information about you when you: 1. Interact or use our website, including downloading material or requesting a demonstration or quote; 2. Use any of our products, services or applications, including any trial (collectively, the "Services"); or 3. Attend any of our webinairs or other events. 1. THE INFORMATION WE COLLECT 5 of 29, https*/Imedixsafe.comliegal/prnvacy-poll,cy 119 11110/25, 3:28 PM Privacy Policy I Data Coltection, Usage, and Rights DirnedIX&A.-, SOLUTIONS SAFES COMPARE RESOURCES CONTACT US • INFORMATION YOU PROVIDE TO US THROUGH OUR WEBSITE; We may collect any Personal Information that you choose to send to us or provide to us, for example, on our "Get a Quote" (or similar) online form or if you register for a webinar. If you contact us through our Web,site, we will keep a record of our correspondence and your Personal Information. INFORMATION YOU PROVIDE TO US THROUGH OUR SERVICES: We receive and store information you provide directly to us. For example, when setting up new users, we collect Personal Information, such as name and e-mail address, to provide users with the Services. The types of information we may collect directly from our customers and their end users include: names, usernairnes, email addresses, postal addresses, phone numbers,, job titles, transactional information (including Services purchased), as well as any other contact or other information they choose to provide us or upload to our systems in connection with the Services. • INFORMATION COLLECTED THROUGH OUR SOFTWARE PRODUCTS. See Schedule A for a summary of the information we collect through our software products, including our IMedixSafe cloud platform. To the extent that the terms and conditions of any software product purchased from IMedixSafe differ from this Privacy Policy, the product terms and conditions shall govern. INFORMATION WE AUTOMATICALLY COLLECT When you visit our Website, we collect certain information related to your device. We use Google Analytics on our Website to track our visitors. Google Analytics captures data about our visitors including the source of the traffic, the duration of the vislit, the type and location of the device being used to view, the website,, and how the visitor interacts, with the website. Google Analytics uses cookies to obtain this data. Cookies are small pieces of information that are stored by your browser on your computer's hard drive. By continuing to use our Website, your consent to place these cookies will be assumed and cookies will be placed. The tracking information allows us to better understand our visitors and their engagement level with our content. Google Analytics collects linformation anonymously. It reports website trends without identifying individual visitors. We will not collect nor report on any personally identifying data from our visitors. We have also enabled Google Analyfics Demographics and Interest Reporting. For more information on this feature, please visit the following (link; https://goo.gi/35Mk84. Il emographics and interests data provides linformation about the age and gender of our visitors, along with the interests they express through their online and purchasing activities. This data is collected through a third -party DoubleClick cookie. Analytics then collects, any demographic and interests information available in the cookie. By using this feature we gain insight into the behaviour information relatingto visitor age, gender and interests on an anonymous and aggregate level. This will help us understand browsing behaviour so that we can provide users with a better experience while visiting our sites. We do not use these features to serve ads to our visitors. You can opt out of Google Analytics without affecting how you visit our site. Website users who don't want their data collected with Google Analytics can install the Google Analytics opt -out browser add -on. To opt out of Analytics, for the web, please visit Google Analytics' opt out page (https-//tools.google.com/dipage/`gao,ptout) and 6 oft https*/Imedixsafe.comliegal/prnvacy-poll,cy 2/9 11110/25, 3:28 PM Privacy Policy I Data Coltection, Usage, and Rights DirnedIX&A.-, SOLUTIONS SAFES - HOW WE USE THIS INFORMATION CONTACT us • INFORMATION FROM OUR WEBSITE: We use the information we collect via our Website to administer our website and events, for internal operations (including troubleshooting, data analysis, testing, statistical and survey purposes), to improve our Website, for trend monitoring, marketing and advertising, to Deep, our Website secure, and to provide the service or respond to the request that you have, submitted, ie. Iproviide access to a whitepaper or schedule a demonstration. Our use of your Personal Information may be based on our legitimate interest to ensure network and iinformatiion security, for our direct marketing purposes, or to provide services, you have consented to (ie. a demonstration). • INFORMATION FROM OUR SERVICES. We may use the information we collect from our Customers and their end users in connection with the Services we provide for a range of reasons, including to: set up a user account, provide the Services, process and complete transactions, process payments for Services, provide support and respond to enquiries, send technical updates and notifications, investigate and prevent fraudulent activities, unauthorized access to the Services and other illegal activities and for any other purposes about which we notify our Customers and their end users. We use, your Personal Information based on the contract that we have in place with you or your legitimate (business interest for security purposes. For imore information about how we use your Personal Information collected through our software products, see Schedule A. - HOW WE SHARE THIS INFORMATION We share and disclose information (including Personal Information) about our customers in the following limited circumstances: CONSULTANTS AND OTHER SERVICE PROVIDERS. We may share your information with third party vendors, consultants and other service providers who we employ to perform tasks on our behalf. These companiles, include (for example) our payment processing providers,, website analytics companies (e.g., Google Analytics), CRM providers (e.g., (Hub Spot) and others. If 7 of 29, https*/Imedixsafe.comliegal/prnvacy-poll,cy 319 11110/25, 3:28 PM Privacy Policy I Data Coltection, Usage, and Rights DirnedIX&A.-, SOLUTIONS SAFES COMPARE RESOURCES CONTACT us III I 111 1 111 Q I LAX0. WVV Ell lay kililvucn; LU Liu y VI DIVIIII 0C)CMILD, C21EU III 143Y a] lalm (21 lufull III (ME lall customer information in connection with the evaluation of and entry into such transactions. Also, if we (or our assets) are acquired, or if we go out of business, enter Ibanikruptcy, or go through some other change of control, Personal Information could be one of the assets transferred to or acquired Iby a third party. • LEGAL COMPLIANCE- We reserve the right to access, read, preserve, and disclose any information as necessary to comply with laws or court orders; enforce or apply our agreements with you and other agreements; or protect the rights, property, or safety of MedixSafe, our employees, our users, or others. Under certain circumstances, we may be required to disclose your Personal Information in response to valid requests by public authorities, including to meet national security or law enforcement requirements. • OUR SECURITY MEASURES. We use appropriate technical, organizational and administrative security measures to protect any information we hold in our records from loss, misuse and unauthorized access, disclosure, alteration and destruction. • INFORMATION COLLECTED THROUGH OUR SOFTWARE PRODUCTS. For many of MedixSafe's software products, information about your end users is stored on your locally - managed devices and subject to your data security and other information security policies and procedures. See Schedule A, for more details about end user information. kIff-ITOyd M:ku You can always opt not to share information with us, but that may mean that we are not able to provide to you some of our Services. • E-MAIL COMMUNICATION. We prohibit the delivery of unsolicited commercial email lin violation of applicable laws, and include an "opt -out" or unsubscribe mechanism in all our marketing 8 oft https*/Imedixsafe.comliegal/prnvacy-poll,cy 419 11110/25, 3:28 PM Privacy Policy I Data Coltection, Usage, and Rights CONTACT DirnedIX&A.-, SOLUTIONS SAFES COMPARE RESOURGES us L- n Lfl,LIa311 i1LJ I %J%JIFN iLimirl I-Nl%.-Jl I I Q. 11 YUU1 VVUUIU 11MU LU c2LIUIU007 1UV1WVv0 UpUCIL0, 11'iUL11Y U1 UVIVIV any Personal Information we hold about you, or exercise any other data subject right available to you under the EU General Data Protection Regulation (GDPR) or other legislation, you can email privacy@rnedixsafe.com with details of your request. Our Iprivacy team will examine your request and respond to you as quickly as possible, with a goal of responding within 5 business days. Please note that we may still use any aggregated and de -identified information that does not identify any individual, and may also retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. INTERNATIONAL DATA TRANSFERS DATA IN CANADA & UNITED STATES. MedixSafe uses Azure and AWS servers located in Canada and the United States to store its data. Personal Information you submit on our Websites or through our Services may be sent to Canada and the United States and processed by us there on our service provideirs" cloud servers. We will always protect your information in accordance with this Privacy Notice wherever it is processed. • EU DATA. MedixSafe may transfer Personal Information from the European Union ("EU") to Canada and the United States, including Personal Information we ireceiive from individuals residing in the EU who visit our Website and/or who may use our Services or otherwise interact with us. Please note that for individuals located in the EU, the term Personal Information used in this Policy is equivalent, to the term "personal data" under applicable European data protection laws. Individuals located within the EU with inquiries or complaints regarding this Privacy Policy should contact MedixSafe at pirivacy@medixsafe.com. We will linvestigate and attempt to resolve any complaints or disputes regarding the use or disclosure of personal data within 45 days of receiving your complaint. • CALIFORNIA DATA. Under the California Consumer Privacy Act ('CCPR), California residents have certain rights regarding the personal information that businesses have about them. This includes, the rights to request access to or deletion of your personal information,, as well as the right to direct a business to stop selling your personal information. MedixSafe collects identifiers (such as name, address, email, phone number, job title and transactional information), commercial information (such as records of services purchased or demos requested) and Internet or other electronic network activity information (such as usage information, IP address, cookie information and customer feedback). The terms and conditions attached to our specific products may set out additional information that is collected. We collect information either directly from you or from your usage of our Website and Services. We use this information to 9 of 29, https*/Imedixsafe.comliegal/prnvacy-poll,cy 519 11110/25, 3:28 PM Privacy Policy I Data Coltection, Usage, and Rights DirnedIX&A.-, SOLUTIONS SAFES COMPARE RESOURCES CONTACT us lulauvilailillp 111culaquilivilit, UU11aU11L11FVT V111all aviviuwao pluuuut 10vuUtnulm tau 11U livipucam avivikva. While we do not sell personal information in exchange for any monetary clonsideration,'we do share personal iinformation for other benefits that could be deemed a "sale," as defined by the CCPA. This includes sharing information with website analytics companies and event sponsors. You have a right to opt out of those sales Iby contacting privacy@medixsafe.com. Note that we may still use aggregated and de -identified information that does not identify you or any individuals and may retain information as needed in order to comply with legal obligations, enforce agreements and resolve disputes. You have the right to request disclosure of what personal information MedixSafe has collected or disclosed about you and to delete such information. In accordance with the CCPA, MedixSafe does not have to delete information that would create problems with the completion of a, transaction or compliance with a legal obligation. MedixSafewill not discriminate against you for exercising any of the rights afforded to you but deleting some information or opting out of the sale of some information may mean that certain aspects of our Website or our Services will not be available to you. If you would like to exercise any of your rights set out in this paragraph, or have a complaint or inquiry about your Personal Information, contact privacy@medixsafe.com and our privacy team will examine your request and respond to you as soon as possible, with a goal to respond within 5 business days. 39CM I14zf-11M;i Z16111A 11*1 Fork'R • MedixSafe does not, knowingly collect or solicit personal information from anyone under the age of 13. If you are under'l 3, please do not attempt to register for the Services or send any Personal Information about yourself to us. If we learn that we have collected Personal Information from a child under age 13, we will delete that information as quickly as Ipossible. If you believe that a child under 13 may have Iprovlide Personal Information to us, please contact us at privacy@medixsafe.1com. • LINKED WEBSITES. Hyperfinks may be posted on our Website which link to other websites. We are not responsible for, and this Privacy Policy does not apply to, the privacy practices or other practices of any linked site or of'any company we do not own or control. We do not endorse the linked sites and encourage you to familiarize yourself with their privacy practices. • CHANGES TO THIS PRIVACY POLICY. We are constantly trying to improve our Website and Services, which means we may need to change this Privacy Policy from time to time. We will alert you to material changes by, for example, placing a notice on our Website or sending you an email (if you have registered your email details with us for this purpose) when we are required to 10 of 29, https*/Imedixsafe.comliegal/prnvacy-poll,cy 619 11110/25, 3:28 PM Privacy Policy I Data Coltection, Usage, and Rights CONTACT DirnedIX&A.-, SOLUTIONS SAFES COMPARE RESOURGES us Privacy Information Relating to MedixSafe Software Products �MedixSafe's suite of products include multiple software solutions, including MedixSafe's Link technology for access to small spaces, including cabinets, safes or other physical spaces that may not be tied to an access control system and Intelliview, a platform for tracking and managing narcotics, assets and supplies. Our customers may subscribe to alll or only some of the software solutions that are part of our MedixSafe cloud platform. Accordingly, all of the information contained in this document may or may not be applicable to any one customer. The privacy of our ciustoimers'aind end users' information is important to us. This Schedule explains what information we collect, how we use that information, how we protect it as it relates to use of our software products, and our data retention policies. In this Schedule, we refer to the individual who uses our MedixSafe software to gain access to a physical or digital space, or to manage inventory, as the "end user". In some laws, like the European Union's General Data Protection Regulation (GDPR), this end user is referred to as the data subject. It is important to understand that the end user is not MedixSafe's customer.) In this Schedule, we refer to the businesses who are our customers as "'Customers". Our Customers are organizations that purchase our software solution and choose to use it within their company — Iperlhaaps to Iprovlide their employees or customers with access to enter their office locations, cabinets or safes or to provide their customers with access to their digital application. MedixSafe's Customer is the business/organization. The end user is our Customer's employees, customers or others who our Customer enrolls to use our software solutions. MedixSafe's Customers are responsible for the relationship with the end user and maintaining consent and compliance with laws relating to protection of Personal Information (including, among others, GDPR for the European Union, the Health Insurance IPortalbility and Accountability Act (HIPAA), Illinois' Biometric Information Privacy Act, California's California Consumer Privacy Act 11 of 29, https*/Imedixsafe.comliegal/pravacy-poll,cy 11110/25, 3:28 PM Privacy Policy I Data Coltection, Usage, and Rights CONTACT SOLUTIONS SAFES COMPARE RESOURGES us For Customers using MedixSafe's cloud -hosted solutions, MedixSafe will store, manage and have access to their end users` names, access -card numbers and/or PINS and/or biometric data, access data and email addresses. MedixSafe uses Azure and AWS servers located in Canada and the United States to store its data. Personal Information submitted through our cloud solutions may be sent to Canada and the United States and processed Iby us there on our service providers' cloud' servers. We will always protect your information lin accordance with this Privacy INotice wherever lit is processed. IMedixSafe uses this Personal Information to facilitate access control and identity assurance, to provide the services to which our Customer has subscribed and the end user has enrolled, to provide support to our Customer and their end users, to ensure and improve the security, stability and reliability of our Services, and to improve our Services. Personal Information will only be shared with MedixSafe's employees, agents or contractors with a need to know such information in order to undertake those activities. It will be protected using a commercially reasonable degree of care to prevent unauthorized use or disclosure, and will be removed when our Customer removes an end user from the IMedixSafe solution. (More details about MedixSafe's privacy procedures are contained in MedixSafe's Privacy Policy to which this is attached. Further, MedixSafe has designed features into our software solutions to assist our Customers and support them in complying with their legal obligations under privacy legislation, including the following. • In order to assist with our Customers' obligations relating to an end user's right to access or disclosure: Our Customers, have the ability to extract end user information from our solutions in order to communicate to their end users whether the end user's data has been captured, where it has been used (i.e., to access what space/application) and the access history for such end user. • In order to assist with our Customers' obligations relating to an end user's right to be forgotten: End user biometric templates can be deleted by our Customer from the IMedixSafe software and databases. • In order to assist with our Customers' obligations relating to an end user's right to data portability: Upon request, MedixSafe's Customers can extract any end user data from the MedixSafe database and provide it to the end user as a CSV file. * In order to assist with our Customers' obligations relating to implementing measures for a privacy by design system: While IMedixSafe cannot be responsible for, and does snot accept any responsibility for, the internal organizational processes of our Customer, IMedixSafe has implemented its own internal processes that ensure anything developed by IedixSafe is held to high privacy and security standards. 12 of 29, https*/Imedixsafe.comliegal/prnvacy-poll,cy 819 11110/25, 3:28 PM Privacy Policy I Data Coltection, Usage, and Rights 01medIX&A.-, SOLUTIONS SAFES COMPARE B lmill�!M,Ec f Ab c t a f 2 '?",,2% 2 0 QFF E C H a iD r i r t 2 0 1, F o i, t y e 3 3 913 p Y g 02 M e c1l' i x S a f e l� n c e e rve Pri""',/acy RESOURGES CONTACT US 13 of 29, https*/Imedixsafe.comliegal/prnvacy-poll,cy 919 10/31/25, 1:51 PM Platform Terms & Conditions P- o r.fa re tls1l, ie rjer'shdct Fe rr Platform Terms & Conditions Updated December 15, 2024 1. TERMS OF SERVICE 1.1 TERMS OF SERVICE. These Terms of Service ("Terms of Service") govern your access to and use of BioConnect services including the BioConnect Trust Platform and any other services, products, applications, software, hardware, support and maintenance (collectively the "Services") identified in one or more BioConnect quotes, proposals, sales agreements, invoices, renewal agreements or other sales order documents generatedby or expressly agreed to by BioConnect in writing (collectively or individually, a "Sales Order") or made available Iby us from time to time. IBioConnect may amend these Terms, of Service (and they will be Ibindiing on all BioConnect Trust Platform sales after the stated version date above) by updating them on BloConnect's website, or otherwise making them available to you. 1.2 ACCEPTANCE. By using or visiting the Services, you accept and agree to be bound by (1) these Terms of Service, (2) all Sales Orders, which are incorporated herein Iby reference and (3) our Privacy Policy, found at https://bioconnect.com/legal/privacy-policy/ (the "Privacy Policy") which is incorporated (herein by reference (collectively referred to as the "Agreement"). If acceptance of these Terms of Service is completed through a Sales Order signed by a systems integrator or some other party who is not the end user customer, such party warrants that it is authorized to bind the end user customer and this Agreement is so 14 of 29, https*/tbioconnect.rom/legallplafforn)-to,rms-conditions 1/16 10/31/25, 1:51 PM Platform Terms & Conditions P, o r.fa re tls1l, ie ,,je,"s h dct Fe rr your ) dinu mot-uirillIeLL 111L. Uf urie ui 11 d11111dLt!5 k moionnect, U50 we, driu our ). i r115 Agreement represents the parties'entire understanding regarding the Services and shall govern over any prior oral or written agreement or discussions or different or additional terms or conditions of any purchase order or other non-BioConnect ordering document. No other terms or conditions of any purchase order or other non-BioConnect: ordering document shall apply to the Services, unless agreed to in writing by both parties. 2. OUR SERVICES 2.1 SUBSCRIPTION SERVICES. Unless otherwise provided in a Sales Order, Services are purchased by Customers as subscriptions. Subject to your compliance with this Agreement and the terms of the Sales Order, BioConnect grants you a non -transferable, non-exclusive, worldwide right to access and use the Services during the initial term set out in the applicable Sales Order and any renewal terms (collectively, the "Subscription Term"). You are responsible for obtaining and maintaining all hardware, software, and third -party services necessary to connect to, access and use the Services. 2.2 BIOCONNECT ACCOUNTS, In order to use the Services, you will have to register and create an administrative Account with us and provide one or more names, email addresses, login usernames and passwords (each a "BioConnect 11)"). BioConnect IDs are Confidential Information and you are responsible for maintaining the confidentiality of your BioConnect IDs. BioConinect ID's may not be shared by more than one User. You are responsible for any and all activity that occurs on your Account. If you suspect any unauthorized use with your Account, you must Inotify us immediately. 23 USAGE LIMITS, Services that we provide are subject to usage limits and restrictions, Ibased on the Inumber of access points included in your Subscription. Each Sales Order shall set out specific usage limits for the applicable Services. You agree to use the Services within the usage limits set out in the Sales Order and that you are solely responsible for ensuring that you do not exceed the limits and restrictions. Extra charges will apply if you exceed any usage limits at the rate included in the applicable Sales Order, or BioConnect's usual rates. 15 of 29, https*/tbioconnect.rom/legallplafforni-to,rms-conditions 2/16 10/31/25, 1:51 PM Platform Terms & Conditions P v, o d ri.f#, c t s IF e a t r e s � rtrrll sl"It", r ie s P a �,,'tjrie ir's h i 3.1 FEES. You agree to pay all fees set out in a Sales Order, All fees are non -cancellable and non-refundable, other than: (i) as expressly set out in this Agreement; (1i) as clietermined in BioConnect's sole discretion; or (iii) as required by Applicable Law. Fees are based on subscriptions / Services purchased and snot actual usage. For the avoidance of doubt, you shall not be entitled to any refund in the event of a cancelled subscription or unused Services. Unless otherwise agreed between you and us, payment may be made by wire transfer, cheque or credit card, 3.2 PAYMENT TERMS. Unless otherwise set out in the Sales Order, Services fees are payable annually in advance within thirty (30) days after the date of invoice. Alll fees are exclusive of taxes, levies or duties imposed by taxing authorities (collectively'7axes"), and Customer shall be responsible for Ipayment of all such Taxes (excluding taxes based on BioConnect's income), even if such amounts are not listed on a Sales Order. All fees are payable in U.S. Dollars or in such other currency as agreed to in writing by the parties, without set-off or deduction. 33 OVERIDUE CHARGES. Unpaid invoices that are not the subject of a written good faith dispute are subject to interest at a irate of 1.5% per month on the outstanding balance, or the legal maximum interest rate, whichever is lower, plus all reasonable expenses of collection, in addition to any other remedies we may have. 3,.4 SUSPENSION RIGHTS. We reserve the right to immediately suspend the Services if: (i) the billing or contact information provided by you is false or fraudulent, (ii) you fail to make any payment due within 10 days after we have provided you with notice of such failure or (ifl) violation by Customer of Section 4.3 Re.5trictions. Any suspension of the Services by us, under this section shall not relieve you of your payment obligations under this Agreement. We will not be liable to you nor to any third party for any suspension of the Services. The Services will be permanently suspended at the end of the Subscription Term if you have not entered into and paid for a renewal of the Services through a Sales Order with BioConnect. 16 of 29, https*/tbioconnect.rom/legallplafforni-to,rms-conditions 3/16 10/31/25, 1:51 PM Platform Terms & Conditions Udrfldgt, HUL al IPellidlLy. P- o a re tlM"It, ie rjer'shd ct Fe rr 4 BIOCOMECT CONTENT AND LICEME 4.1 BIOCONNECT CONTENT. The Services, contain Content, Documentation and Software owned by BioConnect, its suppliers or licensors ("BloConnect Content"). BioConnect, its suppliers and licensors, own and retain all rights, including all intellectual property rights, in and to the Services and the BioConnect Content. 4.2 OWNERSHIP AND LICENSE. The Hardware is sold to you. All other components of the Services, including the BioConnect Content, are licensed and not sold to you. All rights not expressly granted to you in this Agreement are reserved and retained by us. We grant you a limited, revocable, non-slublicensable license to access and use the IBioConnect Content in connection with, using the Services during the Subscription Term. Except as contemplated Iby this Agreement and the Documentation, no Services, nor any part of any Services, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our written consent, You may use the Services only as permitted by Applicable Law. The licenses granted by BioConnect may be terminated immediately without notice if you breach this Agreement. 4.3 RESTRICTIONS. Customer shall not (and shall not permit others to): (i) license, sub -license, sell, transfer, distribute or share the Services or BioConnect Content or make any of them available to any third parties; (H) create derivative works based on, build upon, or otherwise modify the Services or BioConnect Content without express, written consent from BioConnect; (iii) disassemble, reverse engineer or clecompile the Services or Software or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to or provided with the Services; (iv) access the Services or BioConnect Content in order to develop a competing product or service; (v) use the Services or BioConnect Content to provide a service for others that is not contemplated by this Agreement or the Documentation; (vi) use the BioConnect Trust 17 of 29, https*/tbioconnect.rom/legallplafforni-to,rms-canditions 4/16 10/31/25, 1:51 PM Platform Terms & Conditions P v, o a re tll, ie �jr's h id ct Fe rr dU1f1tJ1ULdL1Ur1 ffleVIdI11511115 1F1171eFT1t!11JWU IF] Ulr UY Lrlt2 �t![VIU!51 kX) 1HUMLIU111dily IFILluue, 5eir1u' store or run software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs from the Services; (xi) intentionally cause a computer to malfunction, regardless of how long the malfunction persists; or (xii) alter, disable, or erase any computer data, computer programs or computer software without authorization. BioConnect only provides software, support, maintenance and services for Hardware that is sold to the Customer by BioConnect or a BioConnect authorized reseller. If Customer has purchased Hardware elsewhere, BioConnect, at sits option, will either not provide any software, support, maintenance or services relating to such Hardware, or will charge an extra fee for same. 4.4 ROADMAP AND FEEDBACK. From time to time IBioConnect may share with Customer future plans for the Services and changes that imay be made in the future. There are no guarantees that these future changes will Ibe made, Customer must make their purchases for Services based on what is available at the time of purchase. BioConnect accepts no liability for any material it may share with Customer regarding the future roadmap of its products and services. Further, Customer imay provide feedback to BioConnect about its products and services. Customer grants to BioConnect a worldwide, perpetual, irrevocable, royalty -free permission to use and incorporate Tinto the Services, any suggestion, enhancement irequest, recommendation, correction, or other feedback provided Iby Customer, 4.5 MODIFICATIONS. We are, entitled to modify or update the Services from time to time in order to adapt it technically or to expand or limit functionality in a way that does not materially alter the Services. 5. CUSTOMER DATA 5.1 CUSTOMER DATA, The, Customer Data is property of Customer and all rights not granted to IBioC'onnect hereunder shall remain with Customer. Customer grants to BioConnect a limited, iroyalty free, non-sublicensable, non-exclusive, non -transferable (other than as set out herein), worldwide license to (i) process and analyze Customer Data for the purposes of providing the Services; (ii) generate statistics and produce ire,ports, for Customer based on 18 of 29, https*/tbioconnect.rom/legallplafforni-to,rms-canditions ME 10/31/25, 1:51 PM Platform Terms & Conditions P, o r.fa re tls1l, ie ,,jer'shdct Fe rr pdrLW�) WILHUM LFK! WMLVIL U1 LUbLUI[Tlel dHU WIWI LdKt! dil rt!d::suirjduiy dpprupridlLt! confidentiality and security measures to protect such Customer Data. If Customer wants the Customer Data to, be amended, deleted, updated or otherwise, they can email privacy@bioconnect.com and BioConnect will respond within a reasonable time. 5.2 CUSTOMER RESPONSIBILITIES, Customer shall be responsible for properly implementing access and use controls and configuring certain features and functionalities of the Services that Customer imay elect to use and agrees that it will do so in accordance with this Agreement in such manner that Customer deems adequate, including, without limitation, maintaining appropriate security, protection, deletion, and backup of its Customer Data and its Users' access to the Services. Customer will notify BioConnect if any User's account credentials have been compromised or there is unauthorized use of an Account or other breach of security, and Customer is responsible to alter User's access to features or functionalities accordingly. In addition to any other limitation of liability herein, BioConnect will not be liable for any loss and/or damage as a result of security breaches idlue to Customer failing to institute proper controls over User accounts, or otherwise. 5.3 LAWFUL BASIS. BioConnect's software may use biometric technology to provide security to Customer. A template based on the User's enrolment of their face or fingerprint or other authentication modality will be stored on the BioConnect server hosted by Customer. As host of the server, Customer (and not BioConnect) must obtain Usersconsent to use their information, including their biometric information, to provide these security services. Customer must develop and follow data retention and destruction policies as appropriate for any information it collects and stores on the servers it hosts. Customer acknowledges, agrees and warrants that it has all rights necessary to, collect, use, process, transfer and disclose Customer Data to BioConnect, and that Customers use of such Customer Data is conducted on a lawful basis (as defined Iby Applicable Law), including consent where required Iby Applicable Law (collectively "Privacy Consents"). Upon BioConnect's request, Customer shall provide proof of such lawful basis. BioConnect relies exclusively on Customer to obtain all Privacy Consents from, and provide all required disclosures to, Users as required under Applicable Law. Even if Customer pilurchases an add -on or other feature from BioConnect that is designed to meet a privacy or compliance requirement, it is Customer's responsibility to ensure the feature meets Customer's legal or other requirement. BioConnect accepts no liability therefor. 19 of 29, https*/tbioconnect.rom/legallplafforni-to,rms-canditions 6/16 10/31/25, 1:51 PM Platform Terms & Conditions P- o r.fa re tlM"It, ie ,,jer'shdct Fe rr IMpruve dim LWAU11T11Le Lr](2 uiu%-ui1r1t2LL PrUUULU) driu 5UFV1Lt2. 13IULUF1111tU FTidy rudKU ULII Statistical Information publicly available, provided that such Statistical Information: (i) is not able to be de-anonymized; (ii) does not include any data that wound enable the identification of Customer or a User; or (iii) would not constitute the disclosure of Confidential Information, BioConnect retains all rights, title and interest in and to such Statistical Information. S. SUBMNTRACTORS & THIRD PARTY SERVICES 6.1 SUBCONTRACTORS. We may use third party subcontractors to provide limited parts of the Services from time to time, including data storage and processing and content delivery ("Subcontractors"). You consent to us subcontracting these services to the Subcontractors, provided that BioConnect shall ensure that these Subcontractors comply with the terms of this Agreement applicable to BioConnect and that BioConnect shall remain liable to Customer for any breach of this Agreement by a Subcontractor. 6.2 NON-BIOCONNECT SERVICES. Customer acknowledges that the Services may Ibe Integrated to Customer's access control or other system, which is not supplied by BioConnect ("Non-BioConnect Services") and in doing so grants BioConnect permission to interoperate with the Non-BioConnect Services and share Customer Data with the Non-BioConnect Services as directed Iby Customer or the Non-BioConnect Services. If Customer uses Non- BioConnect Services: (a) BioConnect does not warrant or support Non-BioConnect, Services; (b) as between BioConnect and Customer, Customer assumes all responsibility for the Non- BioConnect Services and any disclosure, modification or deletion of Customer Data by the Non-BioConnect Services; and (c) BioConnect shall have no liability, and Customer is not relieved of any obligations under the Agreement or entitled to any refund, credit, or other compensation, due to any unavailability of the Non-BioConnect Services or any change in the ability of BioConnect to intieroperate with the Non-BioConnect Services. 7. PROFESSIONAL SUPPORT 20 of 29, https*/tbioconnect.rom/legallplafforni-to,rms-canditions 7/16 10/31/25, 1:51 PM Platform Terms & Conditions P, o r.fa re tlslIt, ie rjer'shdct Fe rr vvuu-ud&u buppurL trum muk-urmeub IlUf dfy Q I urnme re,uumeb driu Ferf I UU2 bUPPUf L ray phone and/or email during BioConnect's normal help desk hours. Off hours or in -person support may be available for an additional fee, subject to BioConnect's advance agreement. Support is provided in the English language only. 7.2 PROFESSIONAL SERVICES. If professional services are included in the Sales Order (including Managed Services), BioConnect will provide the services either remotely or at the customer address as agreed. Customer and BioConnect agree to schedule the services at least one week in advance. Scheduling is subject to availability of BioConnect employees who are to, provide the services. Delivery of services is performed during regular office hours in Eastern time zone, and in the English language only. All technical reports or other written materials provided to you will be in English. All professional services are provided as independent contractor and this agreement does not create any partnership, joint venture or agency relationship between BioConnect and Customer. Each party is responsible for paying its own employees. 8. WARRAINTIIES & INDEIMNIFICAT110N 8.1 WARRANTY - SOFTWARE AND SERVICES. Other than the obligation to provide support and maintenance and professional services as set out above, BioConnect provides no warranty for the services or software rendered hereunder, all of which are provided as, is, where is. In no event will BioConnect be liable for any loss in relation to the provision or non -provision of Services or software. This limitation allocates risk between the parties, is reflected in the pricing offered by BioConnect, is an essential element of the bargain between the parties and shall apply notwithstanding the failure of essential purpose of this Agreement. Customer must run backups of their systems before any changes are made, 8.2 WARRANTY - HARDWARE. Other than Hardware which is part of an Intelliview Sales Order, so long as Customer remains current in all fees due pursuant to the Sales Order, Hardware purchased Iby Customer from BioConnect is under warranty for the duration of the applicable Subscription Term. For Hardware which is part of an Intelliview Sales Order, or if Hardware is sold not as part of a subscription, the warranty period is one year from date of shipment. During this warranty period, BioConnect warrants that Hardware that has not been declared by BioConnect as end -of -life, will substantially conform to BioConnect's published specifications and be free from defects In materials and workmanship. No warranty is given for Hardware which has been declared by BioConnect as end -of -life. For any breach of the 21 of 29, https*/tbioconnect.rom/legallplafforni-to,rms-canditions 8/16 10/31/25, 1:51 PM Platform Terms & Conditions P, o r.fa re tls1l, ie rjer'shdct Fe rr reiuruibrieu pdrLb wrier i repdiririg ur iepiaung riaruwdre purbudin to d WdIrFd[ I Ly Lid H T1. LJUf I ! ig the warranty period, Customer shall cover the shipping cost to return defective goods to BioConnect and BioConnect shall cover the shipping cost to return any repaired or replacement goods to Customer. No Hardware can be returned to BioConnect without first obtaining from BioConnect a Return Merchandise Authorization (RMA) number, which RMA number must be referenced when the Hardware is shipped to BioConnect for a warranty claim. RMA numbers will only be issued by BioConnect after Customer has worked with BioConnect to, solve the Customer's Hardware issues remotely. Customer is solely responsible for any other warranty or product liability claims, including those arising from the suitability of the Hardware for a specific purpose or incorrect Hardware application. This Hardware warranty does not apply to Hardware that is not purchased from BioConnect, is used for a purpose for which it was not intended, or which has suffered damage caused by abnormal working conditions, misuse, willful or accidental damage, or Customer's failure to follow instructions furnished by BioConnect. 83 DISCLAIMER OF WARRANTIES, Except for the warranties expressly stated in this Agreement, to the imaximum extent allowed by Applicable Law, IBioConnect disclaims all warranties of any kind, express or implied, including warranties and conditions arising under statute, warranties of merchantability, availability, non -infringement or fitness for a particular purpose. No oral or written advice or documentation given by BioConnect or any of its authorized representatives shall create a warranty contrary to the language as set out herein. Customer acknowledges that the Services are controlled through the rules set Iby Customer. The Services are only part of Customer's access control system and it is Customer's responsibility to determine whether the Services are fit for their (purposes. Customer warrants that it will not use the Services on any doors, egresses, access points, safes, devices, equipment or other places that are critical to the life or safety of its Users or any other persons. BIOCONNECT EXPRESSLY REJECTS AND DISCLAIMS ANY LIABILITY FOR CUSTOMER'S BREACH OF THIS WARRANTY OR FAILURE TO FOLLOW THE SAFETY AND INSTALLATION RECOMMENDATIONS OF BIOCONNECT, WHETHER SET OUT HEREIN, ON BIOCONNECT'S WEBSITE, IN THE DOCUMENTATION PROVIDED TO CUSTOMER OR OTHERWISE COMMUNICATED BY BIOCONNECT (WHICH IS EFFECTIVE IF POSTED ON ITS WEBSITE) AND REGARDLESS OF ANY ACTIONS OR INACTIONS BY BIOCONNECT. 8.4 SOFTWARE MAINTENANCE. BioConnect shall use commercially reasonable efforts to ensure, but does not guarantee, that availability of the Services will be uninterrupted and that transmissions will be error -free. However, your access to Services may be occasionally 22 of 29, https*/tbioconnect.rom/legallplafforni-to,rms-canditions 9/16 10/31/2 , '1: a1 PM Platform Terms & Conditions P v � r, f ,,,, ,,, ,,, ' � , „�' re r 1 s 1l,. �f i e r it , l �„ jr e i „ h ii iir �r �� l' ll � r,i r,: "irJ QuLdg'1.:5, Wt! L:dIT1r1QL gudrd11Lt!t! TlUtiLe F HUF LIU LAT1P1d111111t!U UL1Ldgeb. M! V7V111 HUL ue riew responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control. 8.5 CUSTOMER INDEMNIFICATION. Customer shall indemnify, defend and hold harmless BioConnect from and against all liabilities, damages and costs (including settlement costs and reasonable attorneys" fees) arising out of any claim, by a third party against IBioConnect or its affiliates regarding: (i) Customer Data; (ii) failure by the Customer to obtain any of the necessary Privacy Consents; (iii) Customer's use of the Services in violation of this Agreement; and/or (vi) violations of Customer's obligations of privacy to any Person. 9. LIMITATIONS OF LIABILITY & DAMAGES 9.1 LIMITATIONS OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAIN, IN NO EVENT SHALL BIOCONNECT"S TOTAL LIABILITY TO CUSTOMER FOR ALL DAMAGES EXCEED THE AMOUNT CUSTOMER PAID TO BIOCONNECT HEREUNDER IN THE 12 MONTHS IMMEDIATELY BEFORE THE LIABILITY AROSE. THIS LIMITATION APPLIES WHETHER THE LIABILITY IS BASED ON CONTRACT, IN TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY.. 9�.2 EXCLUSION OF IDAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE CUSTOMER NOR BIOCONNECT SHALL BE LIABLE UNDER THIS AGREEMENT FOR: (1) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY, EXEMPLARY OR PUNITIVE DAMAGES; OR (III) (LOSS OF USE, DATA, IBUSINESS, (REVENUE OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE FORESEEABLE, THE FOREGOING EXCLUSIONS SHALL NOT APPLY TO EITHER IPARTY'S. (A) INDEMNIFICATION OBLIGATIONS; AND (B) BREACH OF PRIVACY (LAWS. 10. PRIVACY & CONFIDENTIAL INFORMATION 23 of 2, https*/tbioconnoct.rom/legallpla forni-torms-cand tions 10/16 10/31/25, 1:51 PM Platform Terms & Conditions P, o r.fa re tlM"It, ie rjer'shdct Fe rr r I d If It! drIU LU I I LdLL If I[ Ur IT I dLIUF I, dWtA I db U�&Ir5 F I d If I t!�) df I U t![T I d I I dUUf t!�;�t!b. tj I Ut-u I I I MLL VVI I I keep this information confidential, will collect, use, process and store this information to provide the Services to Customer, may transfer the information between Canada and the United States, and will retain it for the Subscription Term and for such reasonable period thereafter to allow for late renewals and secure destruction, which wilIl be no longer than three years after you cease being a customer. BioConnect may use anonymized or de - identified information which does not identify Customer or its Users to improve its products or for other data analysis purposes. Customer consents to the collection and use of this information for these purposes. As mentioned above, BioConnect's Privacy, Policy contains more terms regarding privacy and takes precedence over this Agreement to the extent of any inconsistency. 1 O.2 CONFIDENTIAL INFORMATION. Each party (the "Receiving IParty') understands that the other party (the "Disclosing Party`") has disclosed or may disclose information relating to the Disclosing Partys business (together "Conficlential IInformation" of the Disclosing Party), Such information includes, without limitation, information relating to pricing of Services, Customer Data and your BioConnect ID. The Receiving Party agrees: (1) to take reasonable precautions to protect such Confidential Information; and (H) not to use (except as permitted in this Agreement) or divulge to any third person such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to Confidential Information after five years following the termination of this Agreement or any Confidential Information that the Receiving Party can demonstrate that: (i) is or becomes generally known, to the public; (II) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation to the Disclosing Party; (iii) is received from a third party without any obligation of confidentiality to a third party or Iblreaclh, of any obligation of confidentiality to the Disclosing Party; (iv) was independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (v) is deemed non - confidential by law, Receiving Party may disclose Confidential Information where disclosure is required by a court of competentjurisdiction or other governmental authority, provided, however, that the Receiving Party provides prior written notice to the other of any such order, to the extent permitted Iby Applicable Law, and limits disclosure to the scope of such order. The Receiving Party shall promptly return to the Disclosing Party or destroy (with certification of such destruction provided by the Receiving Party upon request) all Confidential Information of the Disclosing Party in its possession or control upon request from the Disclosing Party. Any confidentiality or non -disclosure agreement between Customer and BioConniect takes precedence over this section, 24 of 29, https*/tbioconnect.rom/legallplafforni-to,rms-conditions 11116 10/31/25, 1:51 PM Platform Terms & Conditions P- o r.fa re tislIt, ie ,,jer'shdct Fe rr 11.1 TERM, This Agreement shall commence on the date set out in the tirst Sales Order and shall remain in effect through the end of the Subscription Term in any current Sales Order, unless terminated earlier pursuant to the terms of this Agreement (the "Initiall Term"), At the end of the Initial Term, BioConnect will invoice annually for irenewal terms at our then -current price, which will not increase by more than 9% annually. The Subscription Term will only be extended through the renewal terms if Customer pays for the renewal terms in accordance with the renewal agreement or other Sales Order applicable to the renewal. To ensure continuous availability of the Services, Customer must ensure they pay for renewal terms before the previous term has expired, whether or not you ireceive an invoice from IBioConnect, 11.2 EARLY TERMINATION. In addition to the Suspension Rights section above, BioConnect may terminate this Agreement upon written notice to Customer: (i) if Customer breaches a material obligation under this Agreement and does not cure the breach within thirty (301) days (or 10 days where the breach is for non-payment of amounts owing to BioConnect); or (H) if Customer becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement or an assignment for the benefit of creditors. There shall be no refunds for early termination and the unpaid balance of any Sales Order becomes immediately due and payable. 11.3 SURVIVAL. Upon termination of this Agreement for any reason, Customer shall pay all amounts owed hereunder. Sections 3.3 Overdue Charges, 4.1 BioConnect Content, 4.4 Roadmap and Feedback, 8 Warranties & Indemnification, 9 Limitations of Liabilit & y Damages, 10 Privacy& Confidential Information, 11 Term and Termination and 12 General Provisions of' this Agreement, together with any other provision required for their construction or enforcement, shall survive termination of this Agreement for any reason. 11.4 END COIF SUBSCRIPTION TERM. At the end of the Subscription Term, in addition to any other rights, BioConnect will terminate provision of the Services, including Customers cloud access to IBioCoinine,ct's Software, Such termination will reduce or cease the functionality of the BioConnect Software. 25 of 29, https*/tbioconnect.rom/legallplafforn)-to,rms-conditions 12/16 10/31/25, 1:51 PM Platform Terms & Conditions P v, o d ri.f#, c t s IF e a t r e s M"It", r ie s P a �,,,tjrie ir's h i 12.1 DEFINITIONS. Capitalized terms used in this, Agreement, and not otherwise defined in this Agreement, shall have the following meanings: (a) "Account" means the BioConnect administrative account, which includes a username and password, used by Customer to access and use the Services; (b) "Applicable Laws" means all statutes, codes, rules, regulations, by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies, guidelines, or any provisions of the foregoing, including general principles of common and civil law and equity, binding on or affecting the Person referred to in the context in which such words are used; (c) ""Content" means any and all content, data and other materials inputted to or accessible by the Services, including without limitation, Customer contact information, access control data, User names and email addresses; (d) "Clustorner Data" means non-anonymized electronic data pertaining to Customer and the Users that is collected and/or processed using the Services, including personal information, biometric information, physical access credentials, and other information that relates to such parties' use of the Services; (e,) "Docurnentation" means documentation relating to the operation and use of the Services that are provided by BioConnect to Customer under this Agreement, as updated Iby BioConnect from time to time; (f) "Hardware" means the b,iome,tric readers, safes, lockers, scanners and other hardware purchased Iby customer from BioConnect, Ibut which for all warranty purposes expressly excludes any hardware which is not part of the current purchase from BioConnect pursuant to the Sales Order. For greater certainty, Hardware does not include consiumables like cards and stickers; (g) "Person" means a natural person or any legal, commercial or governmental entity, including a corporation, general partnership, joint venture, limited partnership, limited liability company, trust or any person acting in a representative capacity. (h) "Software" means software products used in connection with, the Services, which may include BioConnect Enterprise or BioConnect Link, and may include code that is licensed 26 of 29, https*/tbioconnect.rom/legallplafforn)-to,rms-conditions 13/16 10/31/25, 1:51 PM Platform Terms & Conditions P v- o a re tll, ie �jr's h id ct Fe rr dgt!r11, VVF1Q dre dUU1Qr1Zt!U LU U�A! We --)t!irviLe:) wir k..Ub1UFTJe11 �) UtUlWiLdflU F]dVt! U111qUU WAU identifications for the Services; and 0) "BioConnect Trust Platform" includes the Ihairdware, code, technology and servers used in the operation and provision of the Services and includes the IDocumentatioin and Software. BioConnect Trust Platform includes the BioConnect Trusted Identity Service, 12.2 ASSIGNMENT. Neither party may assign this Agreement, or any of the rights or obligations arising thereof, in whole or in part, to any third party without the prior written consent of the other party, except that BioConnect may assign this Agreement, as well as any of its obligations or rights, to an affiliate or a successor entity resulting from a merger, acquisition or consolidation or as part of a sale of a substantial portion of BioConnect's business. 12.3 CONFLICT. In the, event of any conflict between these Terms of Service and a Sales Order, the terms of the Sales Order shall govern. 12.4 NOTICE., Except as otherwise provided Ihierein, all legal notices shall be in writing and deemed given upon, (i) personal delivery; (ii) when received by the addressee if sent by an internationally recognized overnight courier (receipt requested); (iii) the fourth business day after mailing, or (iv) the first business, day after sending by email, except that email alone shall not be sufficient for notices of termination. Notices shall be sent to the parties at the contact information set forth on the Sales Order or as otherwise agreed to by the parties in writing, This clause relates only to legal notices required by these Terms of Service and excludes notices from IBioConinect relating to its Ipiroduct offerings, end -of -life notices or other commercial notices generally given to more than one customer. 12.5 PUBL(CITY. You permit us to, list you as a customer and use your standard logo for our promotional and marketing use. 27 of 29, https*/tbioconnect.rom/legallplafforn)-to,rms-conditions 14/16 10/31/25, 1:51 PM Platform Terms & Conditions P- o r.fa re tll, ie ,,jer'shdct Fe rr dVdIIdLJII I LY Ul Lrlt! III ILt! I I I t!L, U11 d PUr LIU r I OF IL. 12.7 WAIVER AND AM BN DM ENT. A waiver of any iriglht is only effective if it is in writing and only against the Ipairty who signed such writing and for the circumstances given. Any modification to the Sales Order which references these Terms of Service must be in writing and signed by both parties, however amendments to these Terms of Service are governed by Section 1.1 Terms ofServiceabove. 12.8 RELATIONSHIP OF THE PARTIES. The parties are independent contractors. Nothing lin this Agreement shall be construed to create a partnership, joint venture or agency relationshiip. 12.9 GOVERNING LAW; VENUE. This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable in that Province. Any action or proceeding aris,ing from or relating to this Agreement may only be brought in the courts located in Toronto, Ontario and each party irrevocably submits to such exclusive jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods (also called the Vienna Convention, and which is cited in the statutes of Canada as the International Sales of Goods Contracts Convention Act) will not apply to this Agreement or, the transactions contemplated by this Agreement. 12.10 EXECUTION. These Terms of Service constitute a legal agreement between BioConnect and Customer and need not be executed Iby the parties. These Terms of Service are enforceable upon acceptance upon a digital download, through execution or acceptance, of a document to which they are stated to apply, or otherwise as accepted by Customer. 28 of 29, https*/tbioconnect.rom/legallplafforn)-to,rms-conditions 15/16 10131/25, 1:51 PM 0 0 E nahHng 11 ust hn die Winytec) VV w II','', i ho 'v ,,I lVl H, , C Onfars Platform Terms & Conditions P v, o d c t s Fwatures Industhes Corn pa ny R sma,rrces a r on r,,,, voyall Conde"", Pdrnw, P a rtne mth I ect lam x in ,,)n ""o",, f T) C opp8h; 202b NoWnco Inn I AH I'Agh, n Ilona! ved MEN f, , t', f n, �, f, 29 of 29, https,//bioconnect.com4agallplatforn�terms-conditions W16 CS10 CERTIFICATE OF LIABILITY INSURANCE This certificate is issued as a matter of information only and confers no rights upon the certificate holder and imposes no liability on the insurer. This certificate does not amend, extend or alter the coverage afforded by the policies below. CERTIFICATE HOLDER - NAME AND MAILING ADDRESS INSURED'S FULL NAME AND MAILING ADDRESS loniroe County Board of County Commissioners Medixsafe Inc 7110( 00 Simonton St. 2702-109 Atlantic Ave 0. Key West FL POsTAL33050 Toronto ON � POSTALM61<1X4 CODE CODE DESCRIPTION OF OPERATI,ONSILO'CATIONS/AU'TOMOB,ILESISPECIAL ITEMS TO WHICH THIS CERTIFICATE APPLIES lbut only with respect to the operations of the Nanned [Insured) Technology Company The certificate holder is added as an additional insured to the Commercial Generali Liability Coverage Poliicy, but only with respect to liability ansing out of operations Carried out by or on behalf of the Named Insured, excluding any automobile liability. a COVERAGES This is to certify that the policies of insurance listed below have been Issued to the Insured named above for the policy pediod Indicated notwithstanding any requirements, terms orconditions of any contract orother document with respect to which this certificate may be Issued or may pertain. The Insurance afforded by the policies described hereln Is subject to aff terms, exclusions and conditions of such pollicles, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS EFFECTIVE' EXPIRY LIMITS OF LIABILITY TYPE OF INSURANCE INSURANCE COMPANY DATE DATE lCanadian dollars unless Indicated otherwise) COVERAGE AMOUNT OF DED, AND, POLICY NUMBER YYYYIMMIDD YYYYIMMIDD INSURANCE COMMERCIAL GENERAL LIABILITY Chubb Insurance Company of Canada 2025A)7/01 2026AD7101 COMMERCIAL GENERAL LIABILITY 36092933 BODILY INJURY AND PROPERTY DAMAGE F-]CLAIMS MADE OR F-] OCCURRENCE LIABILITY -GENERAL AGGREGATE 2,500 10,000,0110 2,500 11,000,1300 X PRODUCTS AND I OR COMPLETED OPERATIONS -EACHOCCURRENCE PRIODUCTSAMI)CCUPLETEDOPERAIn�ONS 1,000,000 MOAPLOYEWSLABILITY El CROSS LIABILITY AGGREGATE [:]PERSOUV- INJURY LABILITY 11,000,000 OR FX-] WAIVER OF SUBROGATION Z]PERSONAL AND ADVERTISING INJURY LABILITY MEDICAL PAYMENTS 10,000 FX_1 TENANTS LEGAL LIABILITY TENANTS LEGAL LIABILITY 1,000,000 F-] POLLUTION LIABILITY EXTENSION POLLUTION LIABIL rrY EX TENS ICN F1 El F-] NDN OWNED A UTOMOE IL ES NON -OWNED AUTOMOBILES E] HIRED AUTOMOBILES HIRED AUTOMOB ILES AUTOMOB11LE LIABILITY BODILY INJUIRYAM PROPERTY F-IDESCRIBEDAUTOMOBILES DAMAGE COMBINED El ALL OWNED AUTOMOBILES r 'z 11826_ I owr�_:� BODILYINJURY 'PER PERSON) ❑ LEASED AUTOMOBILES- WPAW WkXV-k_ BODILYINJURY fPERACCIDENT) ALLAUTOMOWLES LEASED IN EXCESS Of 3@ DAYS VO4aRE THE 06SURED 18 R60VIRED 1`0 P$*WDE INSUPANCE PROPERTY DAMAG E EXCESS LIAB1LfTY Chubb Insurance Company of Canada 20251071011 2026M71011 EACHOCCURRMe 9,0013,000 36092933 AGGREGATE 110,000,0DD Fx] LIMB REL LA FORM F-1 OTHER LIABILITY JSPECJFY) Chubb Insurance Company of Canada 20251D7101I 2026ND7/011 Errors & Ornismons FX]Cyber Liablity B26"130 F-1 CANCELLATION Should of the abovedescribed policiesbe cancelled before the expiration datethereof, the issuing company will endeavor to Mail 30 days written notice to the cedificate hoidennamed atim, but failure to mail such notice shall iMPOSe no obligation or liability of any kind upon the company, its agents or Feir-a—untatws. BROKE RAG EIAG ENCY FULL NAME AND, MAILING ADDRESS ADDITIONAL INSURED NAME AN D MAILING ADDRESS (Commercial General Liabifity- tut only with respect to, the operalions at the Narned Insured) '"hur J. Gallagher Canada Limited Monroe County Board of County Commissioners 0 255 Queens Ave-, Suite 300 010 Simonton St. London ON POSTAL NSA 5R8 13CLIENT ID: Key West FLCODE ROSTAL 33050ROKER a CERTIFICATE AUTHORIZATION ISSUER CONTACT'NUMBER(S) TYPE Phone NO. 519-646-5800 TYPE NO. AUTHORIZED REPRESEINTATIVE TYPE Fax NO. 519-646-58112 TYPE NO. SIGNATURE. OF DATE 2025111 W 1 EMAIILADDRESS AUTHORIZED REPRESENTATIVE CS11O - Certificate of Liability insurance CA43,01e 2016M P2016,Centre for Study of Insure me Operations. All rights reserved. PAGE I of I Service Request# 20250681500 vjcr t a I P of, 10 r I a w a r r SECRETARY OF STATE DIVISION OF CORPORATIONS P.O. Box $98 DOVER, DELAWARE 19903 90019046 02-2S-2025 81000NNECT US INC. 202-109 ATLANTIC AVENUE TORONTO, ON, CANADA M6KIX-4 A TTA: TAtfftfiff ASATOAVI DESCRIPTION *0000*0 AMOUNT 5122507 - MEDIXSAFE US INC 0240Y Amendment Name Amendment Fee $30-00, Receivinglindexing $115.00 Surcharge Assessment -New Castle County $6.00 Page Assessment -New Castle County $18.00 Data Entry Fee $5.00 Court Municipality Fee, Wilm. $40.00 Expedite Fee, 24 Hour $100.00 TOTAL CHARGES $314.00 TOTAL PAYMENTS $314.00 7 "ir-IT17im �M The Corporate Transparency Act (CTA) went into effect on January 1, 20'24, which requires certain entities in the United States to report information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). Please use the following websites to obtain further information on the Act: The Corporate Transparency Act (CTA) • The Corporate Transparency Act (CTA) 11ACA https://www.iaca.org/about-iaca/corporate-transparency-act/ Beneficial Ownership Information Reporting • Beneficial Ownership Informatign Reporting I FlnCEN.gov http�s://www.fincen.gov/boi • DOISmallCOMDlianceGuide(fincen,gov) https://www.finceni.gov/sites/default/files/shared/B4O1-Small-Compliance-Guid e-FINAL-Sept-508C.pdf Beneficial Ownera "i Information ReDorting I FinCENgov https://www.fincen.gov/bol-faqs • BOI Reporting Filing Gates (finicen.gov) https,://www.fincen.gov/sites/default/files/shared/801_Reporting_Filing_Dates- Published03.24.23-508C.pdf U.S. Department of Treasury An Introduction to Beneficial ownership, Information Repo[ting Reguirements - YouTube https://www.youtube.com/watch?v=nx48tPUbRKO • Learn Morg-about Beneficial Ownership Information Re in Reg irgMg_nt- YouTube https://www.youtulbe.com/watch?v=qP5V9k3ypIO American Bar Association • Thg Corporate Trans ,Darencv Act: Qgviers BewaLCameriganbar.ore) https://www.americanbar.org/groups/business_law/resources/business-law- today/2023-july/the-corporate-transpa!rency-act-deniers-beware/ State of Delawart Secretary of State Division of Corporations Delivered 10:S1 AM 02124/2025 FMD 10.51 AA1 02/24/2025 STATE OF DELAWARE SR 2025068190 - neNumber 5122507 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is BIOCONNECT US INC. 2. The Certificate of Incorporation of the corporation is hereby amended by changing the Article thereof numbered FIRST so that, as amended, said Article shall be and read as follows: THE NAME OF THIS CORPORATION SHALL BE: MEDIXSAFE US INC. 3. That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. By: Z,.-- r Auffiorized Officer Name: ROBERT DOUGLAS, PRESIDENT Print or TV-oe Delaware Division of Corporations Division of Corporations 401 Federal Street, Suite 4 Dover, DE 19901 Fam 302-739-7219 Survey On a scale of I (unacceptable) to 10 (outstanding), please rate the following questions. 1. How would you rate the overall guallity of service provided by the Division of Corporations? 1 2 3 4 5 6 7 8 9 10 NA 2. How would you rate the convenience of our services? 1 2 3 4 5 6 7 8 9 10 NA 3. Now would you rate the promgtness of service provided? 1 2 3 4 5 6 7 8-9 10 NA 4. How would you rate the accessibility of the, Division of Corporations staff? 1 2 3 4 5 6 7 8 9 10 NA 5. How would you rate the training you received from the Division of Corporations staff? 1 2 3 4 5 6 7 8 9 10 NA 6. How would you rate the written materials received from the Division of Corporations? (Were they easy to read and helpful? i.e., guidelines, forms, DCIS Manual.) 1 2 3 4 5 6 7 8 9 10 NA 7. Were Division of Corporations, staff attentive and helpful relative to your comments and concerns? 1 2 3 4 5 6 7 8 9 10 NA P 8. Did Division of Corporations staff display professionalism & courtesy? 1 2 3 4 5 6 7 8 9 10 NA 9. Are Division of Corporations staff knowledgeable ' ? 1 2 3 4 5 6 7 8 91 10 NA Please let us know about experiences and incidents with the Division of Corporations (i.e., staff, equipment, connectivity, customer service) that impressed or disappointed you, Comments: Company name and contact information: If you would prefer, you may take this survey online at CS1W, CERTIFICATE OF LIABILITY INSURANCE This certificate is issued as a matter of information only and confers no rights upon the certificate holder and imposes no liability on the insurer. This certificate does not amend, extend or after the coverage afforded Iby the policies below. HOLDER - NAME AND MAILING ADDRESS INSUREDS FULL NAME AND MAILING ADDRESS lonroe County Board of County Commissmoners Medixsafe Inc 17CERTIFICATE ,00(i Simonton St- 5453-149 East Liberty Street Key West FL POSTAL-33050 CODE POSTAL M6K3K4 oronto, ON CODE DESCRIPTION OF OPERATIONSILOCATIONSIAUTOMO,B]ILESISPECIAL ITEMS TO WHICH THIS CERTIFICATE APPLIES (but only wfth respect to the oiler ationsolthe Named Insured) The Insurance afforded is subject to the, Terms, Conditions, and Exclusions of the Policy(s) above cited- This Cedificate is issued as a matterof information Only and confers no rights on the holder anldl imposes no liability on, the Insurer. COVERAGES This is to iceirtily that the IpDlicies lot insurance listed below Ihawe been issued to, the insured named above for the policy periodl ind"ted notwithstanding any requirements, terms, or conditions of ainy 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 terms, exciusions and coinciftions of such policies. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS EFFECTIVE EXPIRY LIMITS OF LIABILITY TYPE OF INSURANCE INSURANCE COMPANY DATE DATE (Canadian dollars unless indicated offienvise) COVERAGE DELI. AMOUNT OF INSURANCE AND POLICY NUMBER YYYYIMMIDD YYYY/M?NDD COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY INJURY AND IPROFERTY DAMAGE ❑CLAIMS MADE OR r-] OCCURRENCE LIAB7LY LITY GENERAL AGGREGATE F-] PRODUCTS AND I OR COMPLETED OPERA FIONS EACH OCCURRENCE PRODUCTS AND COMPLETED OPERATIONS F-] EMPLOYER'S LIABILITY [--]CROSS LIABILITY AGGREGATE JPER SONAL INJURY LIAB ILTTY OR F-] WAIVER OF SUBROGATION( 3PER SONAL AND ADVERTISING INJURY LIABILTY MEDICAL PAYMENTS ❑ TENANTS LEGAL LVRLHY TENANTS LEGAL LIABILITY POLLUTION LIABILITY EXTENSION El POLLUTION LIABILITY EXTENSION F-1 F-1 NON -OWNED AUTOMOBILES Chubb Insurance Company of Canada 36092933 2025107101 202&07/011 NON -OWNED AUTOMOBILES 1,000,000 ❑ HIRED XYTOMOBILES IHIREDAUTOMOBILES AUTOMOBILE LIABILITY 202511IM3 202&11113 BOO ILY INJURY AND PROPERTY 995111498 F-] DESCRIBED AUTOMOBILES DAMAGECOMBINED BOOIUINJURY (PERIPERSON) ZI ALL OWNED AUTOMOBILES F-1 LEASED AUTOMOBILES" 000111Y INJURY (PERACCIDENT) 1,000,000 -ALL AUTOMOBILES ILFASIED N EXCIESS Of PROPERTY DAMAGE 1,000,000 30 DAYS WHERE THE INSURED 19 REQUIRED TO PRO INSURANCE EXCESS LIABILITY 2025107A)l EACH OCCURRENCE 10,000 4,000,000 567118306 FX] UIMBRELLAIFORM AGGREGATE F-1 2026107PDI OTHER LIABILITY (SPECIFY) D F-1 F-1 F1 CANCELLATION 110 uld any of thie above described policies be cancelled before the expiration date, thereof, the, issuiinig company wiH endeavor to mail a days written notice to the certificate hold er namedabDve, but failure to mail such notice shall impose no obfi0jon or liabft of any kinid Upon the company, its agents or iie—p—resentative& IBRO,IKERAGEIAGENCY FULL NAME AND MAILING ADDRESS ADDITIONAL INSURED NAME AND MAULING ADDRESS (Commerd-I General! LIatility- but omit y wilih respect to the erations of the Nam led insured) Arth uir J_ Gallagher Canada Limited 255 Queens Ave-, Suite 300 London ON PcOsTAL Nf 5A 5R8 BROKER CLIENT ID: MEDIINC-05 CERTIFICATE NUMBE,R:�423139589 PO STAL CODE CERTIFICATE AUTHORIZATION I I SSU ER Arthur J. Gallagher Canada Limited CONTACT INUMBER(S) DAMAGE INSURANCE BROKER TYPE Phone No. 519-646-5800 TYPE NO. AUTHORIZED REPRESENTATIVE Murray MacKenzie TYPE Fax NO. 519-646-581112 TYPE NO. I ' SIIGNATU RE OF DATE 2025112J30 EMAILADDRESS AUTHORIZED REPRESENTATIVE r� C SIO - Certificate of Li abi lily Insurance CA4301 e 202504 02025, Centre for Study of Insurance Operations- All rights resemd. AC """�R�"'�� CERTIFICATE OF LIABILITY INSURANCE DATE 01/05/2026YYY) 01 /05/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PHONE Fax A/C,No,Ext: 866 890-9965 (A No): 888 733-6112 CENNAIRUS LLC P 0 BOX 25897 SARASOTA, FL 342772897 E-MAIL ADDRESS: travelersselectpayroliservices@travelers.com INSURER(S) AFFORDING COVERAGE NAIC # (866) 890-9965 INSURER A: THE TRAVELERS INDEMNITY COMPANY OF AMERICA INSURED MEDIXSAFE US INC INSURER B : INSURERC: 12220 ITEC HAUL DR BLDG 200 INSURER D : UNIT 201-202 FORT MYERS, FL 33913 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 015286401201563 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F7 OCCUR EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any oneperson) $ PERSONAL & ADV INJURY $ AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC GENERAL AGGREGATE $ GEN'L PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINE acccident)SINGLE LIMIT $ _(Ea BODILY INJURY (Per person) $ ANY AUTO OWNED F-7 AUTOS ONLY AUTOS BODILY BODILY INJURY (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N N/A UB-A9067311-26 01 /24/2026 01 /24/2027 X STATUTE FOR H E.L. EACH ACCIDENT $ 1 ,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1 ,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1 ,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) {{V{iKlIAhPI 6Y...,.._..., ... ...,.. .............._...... WAW N*,Xyli. CERTIFICATE HOLDER CANCELLATION MONROE COUNTY BOARD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE OF COUNTY COMMISSIONERS THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1100 SIMONTON ST ACCORDANCE WITH THE POLICY PROVISIONS. KEY WEST, FL 33040 AUTHORIZED REPRESENTATIVE ReA", d, 6etftVA, ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD MONROE COUNTY, FLORIDA REQUEST FOR WAIVER OF INSURANCE REQUIREMENTS It is requested that the insurance requirements, as specified in the County's Schedule of Insurance Requirements, be waived or modified on the following contract or purchase. Medixsafe Contractor/Vendor: Narcotic safes manged through cloud based software Project or Service: Contractor/Vendor 563-149 East Liberty Street, Toronto, Canada, MUM Address & Phone #: General Scope of Work: Safes are used to store narcotics. This order is to renew the software that used to manage the safes. Reason for Waiver or We cannot add Monroe County as additional insured to our AL policy. Modification: Policies Waiver or Modification Will apply to: Naming MCBOCC as additional insured to our AL policy. Spencer Digitally signed by Spencer Signature ofRequestor: Date: 2026.01.08 13:51:27-05'00' Date: 1.8.26 Approved Not Approved ❑ Jaclyn HattDigitally signed by Jaclyn Flatt Risk Management Signature:_ Date: 2026.01.08 13:31:16-05'00' Date: County Administrator appeal: Approved: Not Approved: Date: Board of County Commissioners appeal: Approved: 11 Not Approved: —� Meeting Date: Al"FACHMENTE1.5 COUNTY ADMINISTRA"I'M CONTRACTSUMMARY FORM F(W CON RAC TS $100,000,00 and Under I Contract With: Tarkett USA, Inc. Contract F"ITective Date- Upon r7otice to proceed. ...... ... ........ FApiration Date: JUly 1, 2026. . ........... .... . .. . ......... - - ------- - .............. . Contract Purpose/Description: Flooring for Project Management in the Cato Building - Tarkett USA Inc. Sourcewell Contract#061323 . . .. ..... .. .. . .. ..... . . ....... ..... .. ... .. .. . .... . . ....... ... ..... . ...... .... ..... ... .. ... . . . ... ..... .... ............... ........... ........ . . ............. .. ....... .... . ... ........ . Contract is Original Agreernent Contract Arnendinent/F ' xtension Renewal Contract Manager: William DeSantis 4307 closantis-wciliaiii@riionroecot�nty-ft gov (Narne) (1:xt.) F'rnail Address CONTRACT COSTS Total Dollar Value (rfContra37,939.20 ct: $ Current Year Portion: $ (Illust be$10W)000re-kCss) 01"lflLlltl\'CW- !aYWC111CIll 0101 lquiles It()('(' a(lprmaL LMICSS flIC WUO �JdlffldahW Budgeted? Yes Z No Grant: $ COLlnty Match FUlld/COSI Center/Spend Category: 304 - 24011-- 00061 A D I ) ITI 0 N A I , CO STS F'Stinlated Ongoing Costs: /yr For: N/A (Not included in dollar value above) (e.g. mainterrancc, utilities, janitorial, salaries, etc.) 1114Ul"WICe Required: YFS * NO 0 REVIEW Reviewer Dep,irtment/011'ice Director/ Signature: William DeSantis . . ............... .......... Assistant Director DgajUy qn&d by Jw-ph X. D(No- County Attorney Signature: Joseph X. DiNovo DaW 2U2'6 01 13 1 � 49,17 0500' . ...... .... . ... . .. . ......... . . . . .. . .... . .. . . .... . . . . . .... . ..... . Dqgdakly wjpwd ny jadyn Ptah Risk Managernent Signature: Jadyn Flatt Ww, 2626 W 131414 19 0500 Purchasing Signatffe� Lisa Abreu Wte 2Q2b U I I J �6'033 0500' . ....... . ..... ... Dg,�Mly � V-d by iu�qdk-py OMB Signature: Angelica Malcosky D,,I,, M� W 14 09 22,09 05'00 . . . .. ............ (011ai I ( Al B"i'l 111011MCCOL4111) Comments: . ....................... . . . .. .. ... . .... . ....... ... ... .. ... ..... .. .... ...... .... .. . ... ...... .. .................. . ............... . . . ............. . . . . I ......... ... . .... .... . ......... ... ... ....... . . . ..... - --- ------------------ - --- -------------------------- Revised BO( C 11/12/2025 t 1211712025 Chrissy Collins Monroe Cc RE: Flooring Proposal for: 990720 Monroe County - Gato Project Management Project# 990720 We are pleased to provide the following quotation for the above referenced facility. Pricing is based on the Tarkett/Sourcewelt Contract #061323 SCOPE OF WORK: Stvle Color Name Color #J Quantitv UoM Unit Price Line Total CARPET MATERIALS Texture Map Ethos Onmicoat Modular Tile 24x24 Tomorrowland 42801 400 YD2 @ $ 29.79 $ 11,921.96 C-EX Modular Tile Adhesive - 4 gal. 3 EA @ $ 99.63 $ 298.89 LABOR Carpet Installation - Modular Tile 295 YD2 @ $ 8.25 $ 2,433.75 Install Primer 2,650 FT2 @ $ 0.93 $ 2,464.50 Base (up to 4") - FURNISH AND INSTALL 840 FT @ $ 3.38 $ 2,839.20 Adhesive Removal 3,000 FT2 @ $ 1.10 $ 3,300.00 Hotel/Motel 10 EA @ $ 192.76 $ 1,927.60 Food (Per Diem) 15 EA @ $ 60.65 $ 909.75 Major Floor Preparation (to include self -leveling) - Material Only (55sft per55# bag) 2,650 FT2 @ $ 1S4 $ 4,081.00 Major Floor Preparation -(to include self -leveling) Labor Only (55sft per 559 bag) 2,650 FT2 @ $ 1.54 $ 4,081.00 Torkett Transition Ships and Labor 12 FT @ $ 4.25 $ 51.00 Staging/Inside Delivery 2 FIR @ $ 61.26 $ 122.52 Mileage Reimbursement 600 EA @ $ 0.87 $ 522.00 Hourly Labor (for any service not otherwise listed on the price list) S I Freight 13 FIR @ $ 204.54 $ 2,659.02 1 EA @ $ 327.01 $ 327.01 TOTAL $ 37,939.20 NOTES: 1. Field measure and estimated quantities by: Icon Floors LLC 2. Standard running line carpet products require a 65 square yard minimum purchase, except Express and Priority Express colors which require a 25 square yard minimum purchase, and except the style Plexus Colour which requires a 5 square yard minimum purchase. 3. Please include product style, color, and backing on purchase order. 4. Manufacturing overage is included in material quantity, to bill only at the amount shipped. The overage % is up to: 5% 5. The material price includes freight. 6. No freight is charged for adhesives (ancillary supplies) when shipped with material order. When adhesives (ancillary supplies) are shipped without a material order, buyer is responsible for freight costs. EXCLUSIONS (miless specifically included in the above scope of work): Protection of Floors Attic Stock Night/Weekend Labor Dumpster Cost Bonding Cost Matt Preformed Comers Trip Charges Removal & Disposal Resilient Flooring Stair Materials Extensive Floor Preparation Furniture Moving Asbestos Abatement Sales Tax Carpet Cleaning Clearing/Wasing of Resilient Border Carpet TERMS OF PAYMENT: (Subject to Credit Approval) Net 30 Days 'I All MakF lrals and Labor 1'ayincia dllc wiflon terms of each Lavoie". (makf gals will be invoiced u[",It vluprrlent, 1ab,n well be umnct-d upon colnplt.f on of as phased). 1. Change Orders: Any work not included in the above scope of work will require a signed change order before work can be performed. 2. Term of Quote: Prices given are firm for sixty clays from proposal date. 3. Lead Times: Please note that we are a made to order mill and we cannot comimence production until a signed PO or contract is received. Note that normal lead times are as follows: • Fast Track Carpets, two weeks plus shipping; • Running Line Carpets, four to six weeks plus shipping; • Custom Carpets, six to eight weeks plus shipping; • Lead times are approximate and do not start until after the purchase order or fully -executed contract is received. 0 Project# 990720 12117202� 4. Floor Preparation: Additional floor preparation may be required as a result of an unforeseen condition of the floor. Costs associated with this floor preparation will be negotiated on a job -to - job basis. Our products perform properly when installed on floors that are free of dirt, oil, paint and excessive moisture. Floors that have moisture readings greater than the manufacturer specified tolerance will not meet specification and will require further curing time or treatment prior to carpet installation. We recommend only wet scraping or mechanical removal of all non -water based adhesives. 5. Asbestos Abatement: This quote DOES NOT include asbestos abatement. Neither we nor our installers are responsible for the handling, removal or abatement of asbestos contained floor material or adhesive. Further, our policy is to request an Asbestos Hazard Emergency Response Act (AHERA) report prior to proceeding with any floor material or floor adhesive removal. We and our installers consider it the owner's responsibility to produce this report prior to executing this contract. If any chemical stripping agents such as those commonly used in asbestos abatement have been used, we and our installers may require additional measures be taken prior to installation of any product. These measures may affect the price of this quote. Please contact our Technical Services Department at 800/248-2878 ext. 2129 for more details. Please indicate your acceptance of this proposal by returning your signed purchase order or fully executed contract to the email address shown below. Please address it to my attention. Should you have any questions, please let me know. We look forward to working with you on this project. Sincerely, Matt sates Matt Cates Account Coordinator Source One Department matt.cates @ tarkett.com Christine Digitally signed by Christine Hurley MONROECOUNTY ATTORNEYS OFFMCE APPROVED AS TO FORM Hurley Date: 2026.01.15 14:56:11-05'00'�^°"* a.. STANT COU ., NTYATTORNEY DATE, i-o9-?mF _,..._ *sent for update Dec 2025 Souircew6�� Contract # 061323 TII�:: U exip 8/9/2027 lrl IllResifient INIII:::)IN: SIB A Required ntac IIII IM Style Code Style Description Backing Code Backing Description List Price D[scount Off Ust PHce NONE= Sourcewell Member PHce Per UOM UUM 7sy 03973 Street ife CiR Fllex Aiire@ Cushion IRS $43.18 40% $25.92 11449 Substance GLJ etlhos@ Modular with Ornnicoat $34,87 33% $23.39 SY 11449 SuIbstan(,:,e CIF Fllex Aiire@ Cushion $41. 8 7 41 % $24.63 SY 11449 Substance CR F11ex Aire(k) Cushion IRS $37.50 31% $25.97 SY 11531 Suede IFoines GU edhos@ IModuullar with Onnnicoai. $55.44 35% $36.31 SY 11531 Suede Foines cjl::: Fllex Aire@ Cushion $56.75 34% $37.60 SY 11531 Suede lioines CR Fllex Aired Cushion IFtG $58.06 33% $3&88 SY 11531 Suede l oines IM Powerbond Cushion $49.32 32% $33.33 SY 11531 Suede l oines IM R IF7ewerbond Cushion IRS $50.63 32% $34.62 SY G0038 Summer Walk GC et1hosO IModuullar with Ornnicoat $83.17 38% $51.81 SY G0045 Sweater lKnit G) C etlhc:)s@ Modular wi�th Omnicoat $76.73 47% $40.61 SY 11647 Syllabus Ill GLJ etlhos(,q) Modular wiith Ornnicoat $57.18 38% $35.57 SY 11647 Syllabus Ill CF IFIex Aire@ Cushion $58.50 37% $36.86 SY 1164 7 Syllabus Ill CIR IFIex Aire(N) Cushion RS $59,81 36% $38,15 SY 1164 7 Syllabus Ill IPowerbond Cushion $56.27 42% $32.83 SY 11647 Syllabus Ill M R Poweirboind Cushion RS $57.58 41% $3412 SY 04'120 l einera GU ethos@ Modular with Orninicoat $76.75 4'1 % $45.46 SY 04120 Fenera Cjl::: Fl1ex Aire@ Cushion $78.07 4 O'Y,.) $46.75 SY 04120 Fenera C R: Fllex Aire@ Cushion IRS $7938 39% $48.04 SY 04120 Fenera M Powerbond Cushion $66.27 42% $38.25 SY 04120 Fenera M R Powerbond Cushion IRS $67.58 41% $39.54 SY 11129, Tkturemap GU ethosO Modular with Ornnicoat $55.58 38% SY 11129 1'exturernap CIF:: Fllex Aire@ Cushion $56.90 38% $35.48 SY 11129 Fexturernap CR Fllex Aire@ Cushion IRS $58.21 37% $36.77 SY T rket t USA, 30000 Aurom ?d Solo,,, OH 44139 (800) sqe 891 b Page "nab of 37 ®Tarke�tt *sent for update Dec 2025 Souircew6�� Contract # 061323 Tll�:: U exip 8/9/2027 rairl IllResifient N111:::)1N: SIP A Required Co tac IR11131M Sourcewe Product DesaipUon & Use Spread Rate Member Price Per UOM C...1 211:..Pressure Sensitive Adhes�ve V1ex Afire & Desso Ordy oamwol" 'Note: Existing adhesive needs to be rernoved and the floor prirned with G 561 f new concrete has a high level of porosity, G 36E prInner Is suggested. 1.-)o not use with Fley Aire backing. C GU 111110 AdlheMve et1hios oirdly Solvent free, qcrylic achesive. 60 80 square yards/4 gallon 6D4734D24 For use on concrery where moisture limits exceed C EX 11 airIke11TaIPe@+--etIhi0S Modullair & 11:1ex Afire Modullair Ohilly 6134737028 See hecInIcal Bullefin for lurlider configurelions C 16E Adhesive 111 19 Gireeinlbond AdlhesIve 40 48 Square Yards G 3611::.Ridirroer (Porous concrete floors must be primed) 133 177 Square Yards G 56 Ridirroeir (Encapsulates [race amounts of old adhesive) 120 140 Square Yards Do NO I USE with Powerbond Cushion Searn WeIld-54 (Not for sale in California) 800 Linear Feet Do not use with Powerbond ethos cushion. Cleans wilth Seirn Cleiner 77. G X11 Seartrii WeIld (Poweirboind & Rffoadlloom) (f o The sold in California) 400 Linear Feet Meels SCAQ10D, BAAQMD, Water Based (Cleans wilth Walrer) Power WeIld Seam WeIld (Powerlboind) (I o be sold in Cali fornia) 400 Linear Feet 604735024 Meels SCAQ10D, BAAQ1MD (Cleans wilh Acetone) Seaiin C3eairier'77 (Not for sale in California) 1,600 Linear Feet Do not use with Powerbond enhos Cushion R 11101ISimairk kAppirroved for Goirirtouir, ill) 11 atitude, 11::.veirirk, Metallll::Age 350 400 '3quare Feet 95911-IIKA Vhiy� 11 fle anid PlIanilk Adhesive 150 175 Square Feet/gal (Pormrs) kApproved for Contiouir, 11D Latitude, 1: 'vent, Even Plane & MotallEdg.e. Solvent free easy to apply adhesive 99611"wo Park 11::�Ipoxy AdIhiesive *Approved roir Contouir, IID Latitude, Event, Even PIane, INOIN IPVC LVT & 225-250 Square Feet/gal IMetaIi::dge. High Moisture Suffloor Adhesive: 99% R H New concrehe (Porous & Non porotrs) <95% IRH 2 -years, old concrete 975 Two Part Urethane Adhesive 150 Square Feet �Ajpjpiroved for Contouir, 11D Latitude, Event, Even Plaine, NOIN PVC LVT & Mietdi::dge, 3,00 Square Feet . 01::!IMT� 2001 Wet Set Adhesive *Appiroved fair Vicifairy 125 Square Feet per Gallon Re,( oinritended adhesive for insLaration over porous subi'loor only Cll::.!INT� 2000 11::.Ipoxy Adlhesilve *Appiroved foir VIctory . . 120 130 Square Feet per Gallon Recommended aches ive for installahon over porous subi'loor only '11"airlkeu SuireStairIt" Under1layrnent vArtlitiroved for Contour, 0 Latitude, & Event T rket t USA, Inc 30000 Aurom ?d Solo, OH 44139 (800) sqe 891 b Page 23 of 37 qTarkett LO N O N (U (U co Q O C (U N G 2 m a r r �-- O � - O N N Z .p OJ h C Z G 1 N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N 1' _ U Q z 2 C OJ OJ � � O � � h OJ � O� O C � N h � 0 0 OJ O O � C O V P N m. � W OJ N O N LLj y N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N Z \ d h h N M 0 O 0 OJ O� N N V �O C h N In W C (T In (T N O N O� O C C M N h M O O O M O N O W � M p� N OJ N. 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C Q r d d U C O � d C a a Y @ O O � y U U V y O d C > Y O C 9 d > @ � U d y O T � U d O � 'O M QQ u Z W g c N N d 'd a O. U ry r c c c y C •U a 3 t O y y Y d y E o d .°� 16 y c c = E U ® E m o o z y > C d N U d y O 4$ O A Y U C m `° � R a Q E .�• m y•� o � g `o,a Q O d 0 O N � U Y Y d d d U U O a c c c Of n tdl Y J C U O y N N p 0 d A X ay rn� m m E 9 V N d V Q 9 d (0 d '` � O •n y y v U C c F a o T y ai a ° x E s m ma y. o ,� T •o E d d p p y d >+ > O •O r O T d N— "' O y N U C N IT6 ,U d r � 9 Z O 1- o d n� fd} Y N> C •O E t r 0 •U w C E E C U •y R Y OI D U Q y d y` c U o @ d d 0 C d y y N n U F Y J U J (L O F Q N F r- C) 1 DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 061323-TFU ] Ili- eIllJlui��U�„Il�lllllli�� Solicitation Number: 061323 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Tarkett USA Inc., 30000 Aurora Road, Solon, OH 44139 (Supplier). Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Sourcewell issued a public solicitation for Flooring Materials with Related Supplies and Services from which Supplier was awarded a contract. Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. EXPIRATION DATE AND EXTENSION. This Contract expires August 9, 2027, unless it is cancelled sooner pursuant to Article 22. This Contract allows up to three additional one-year extensions upon the request of Sourcewell and written agreement by Supplier. Sourcewell retains the right to consider additional extensions beyond seven years as required under exceptional circumstances. B. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES Rev. 3/2022 DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 061323-TFU A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Supplier's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new and the current model. Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier's product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity's site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier's dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer's warranty that extends beyond the expiration of the Supplier's warranty will be passed on to the Participating Entity. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier's authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier's responsibility to ensure Sourcewell receives the most current information. 3. PRICING All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier's Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity's requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. Rev. 3/2022 DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 061323-TFU A. SHIPPING AND SHIPPING COSTS. Freight and shipping costs shall be added to Supplier invoices as a separate line item and paid for by the Participating Entity. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products. B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax - exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At anytime during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line -item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator. At a minimum, the request must: Rev. 3/2022 DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 061323-TFU • Identify the applicable Sourcewell contract number; • Clearly specify the requested change; • Provide sufficient detail to justify the requested change; • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference. 5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity's use of this Contract is at the Participating Entity's sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Supplier's employees maybe required to perform work at government - owned facilities, including schools. Supplier's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Rev. 3/2022 4 DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 061323-TFU Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract. Supplier's acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry -specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum, the terms of which will be negotiated directly between the Participating Entity and the Supplier or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity's requirements. E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase. Rev. 3/2022 DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 061323-TFU 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: • Maintenance and management of this Contract; • Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, performance issues, supply issues, customer issues, and any other necessary information. I.M.14:101 i11•]►[4I9]0111119:LT41&y_1N yeT41LTA Ill W/eVUle1p]►vIII01&11111:41AIWag A:1L\'1►fiIA0kI A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made). The Report must contain the following fields: • Participating Entity Name (e.g., City of Staples Highway Department); • Participating Entity Physical Street Address; • Participating Entity City; • Participating Entity State/Province; • Participating Entity Zip/Postal Code; • Participating Entity Contact Name; • Participating Entity Contact Email Address; • Participating Entity Contact Telephone Number; • Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Supplier. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Products provided to Rev. 3/2022 DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 061323-TFU Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Supplier will submit payment to Sourcewell for a two (2) percent administrative fee multiplied by the total sales of all Products purchased by Participating Entities under this Contract during each calendar quarter. Labor performed in relation to this Contract shall not be included in the calculation of total sales for purposes of the Administrative Fee. Payments should note the Supplier's name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above "Attn: Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. If a Participating Entity requires an administrative fee from Supplier, Supplier may offset the Participating Entity administrative fee from the 2% Administrative Fee Supplier pays to Sourcewell under this Contract. Notwithstanding anything to the contrary, Supplier must pay Sourcewell a minimum Administrative Fee of 0.5% on Products provided to Participating Entities under this Contract regardless of the administrative fee percentage charged by a Participating Entity. Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Supplier's Authorized Representative is the person named in the Supplier's Proposal. If Supplier's Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing. 10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the Rev. 3/2022 DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 061323-TFU end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties. D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties. E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern. F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master -servant, or principal -agent. 11. INDEMNITY AND HOLD HARMLESS Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell's responsibility will be governed by the State of Minnesota's Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law. 12. GOVERNMENT DATA PRACTICES Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell Rev. 3/2022 DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 061323-TFU under this Contract and as it applies to all data created, collected, received, maintained, or disseminated by the Supplier under this Contract. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Supplier a royalty -free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell's relationship with Supplier. b. Supplier grants to Sourcewell a royalty -free, worldwide, non-exclusive right and license to use Supplier's trademarks in advertising and promotional materials for the purpose of marketing Supplier's relationship with Sourcewell. 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively "Permitted Sublicensees") in advertising and promotional materials for the purpose of marketing the Parties' relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use, Quality Control. a. Neither party may alter the other party's trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos. b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party's trademarks only in good faith and in a dignified manner consistent with such party's use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. Rev. 3/2022 DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 061323-TFU C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract. D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services. 14. GOVERNING LAW, JURISDICTION, AND VENUE The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota. 15. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 16. SEVERABILITY If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed. 17. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed Rev. 3/2022 10 DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 061323-TFU work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non -defaulting party may: • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 18. INSURANCE A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers' Compensation and Employer's Liability. Workers' Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products -completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: Rev. 3/2022 11 DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 061323-TFU $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for products liability -completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non -owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer's Liability, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data — including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract. Rev. 3/2022 12 DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 061323-TFU C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self -insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self -insured retention. 19. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities. 20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing. Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian Rev. 3/2022 13 DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 061323-TFU government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 21. PROVISIONS FOR NON -UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to "federal" should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Supplier's Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity' (30 FIR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that Rev. 3/2022 14 DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 061323-TFU each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis -Bacon Act provisions. C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACTOR AGREEMENT. If the federal award meets the definition of "funding agreement" under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above. Rev. 3/2022 15 DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 061323-TFU F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI -LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The Rev. 3/2022 16 DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 061323-TFU right also includes timely and reasonable access to Supplier's personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre -approval. N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by a Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user. 0. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier's actions pertaining to this Contract or any purchase by a Participating Entity. P. FEDERAL DEBT. The Supplier certifies that it is non -delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments. Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested. R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S. Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism. Rev. 3/2022 17 DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 061323-TFU S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216. T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322. 22. CANCELLATION Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier's Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell DocuSigned by: 9 S(6&yf� By: COFD2A139D06489... Jeremy Schwartz Title: Chief Procurement Officer 8/10/2023 1 3:24 PM CDT Date: Approved: 'DOCUSSAigned bAy':I I {1-'� By: E 48BAF7180894454... Chad Coauette Title: Executive Director/CEO 8/11/2023 1 8:04 AM CDT Date: 0 Tarkett USA Inc. Er DocuSigned by: sf� 3eo u, 430710BA27F44AD... Rusty Joyce Title: President -Commercial Date: 8/10/2023 1 12:40 PM PDT Rev. 3/2022 18 DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 RFP 061323 - Flooring Materials, with Related Supplies and Services Vendor Details Company Name: Tarkett USA Inc. 30000 Aurora Rd Address: Solon, Georgia 44139 Contact: John Sumlin Email: John.Sumlin@tarkett.com Phone: 706-281-2791 Fax: 706-259-2657 HST#: 63-1185575 Submission Details Created On: Tuesday April 25, 2023 08:06:51 Submitted On: Tuesday June 13, 2023 12:26:11 Submitted By: John Sumlin Email: John.Sumiin@tarkett.com Transaction #: 743e79e7-dff6-459e-805e-c0a59b52afef Submitter's I Address: 104.129.207.98 Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 Specifications Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; respond "N/A" if the question does not apply to you (preferably with an explanation). Line Item Question Response* 1 Proposer Legal Name (one legal entity only): Tarkett USA Inc. (In the event of award, will execute the resulting contract as "Supplier") 2 Identify all subsidiary entities of the Proposer Johnsonite by Tarkett whose equipment, products, or services are included in the Proposal. 3 Identify all applicable assumed names or DBA Tarkett, Johnsonite, f.k.a Tandus Centiva names of the Proposer or Proposer's subsidiaries in Line 1 or Line 2 above. 4 Provide your CAGE code or Unique Entity QJQCMQY6HRF5 Identifier (SAM): 5 Proposer Physical Address: 30000 Aurora Road Solon OH 44139 6 Proposer website address (or addresses): www.tarkett.com 7 Proposer's Authorized Representative (name, Rusty Joyce, President -Commercial title, address, email address & phone) (The 30000 Aurora Road, Solon OH 44139 representative must have authority to sign Rusty.Joyce@tarkett.com the "Proposer's Assurance of Compliance" on 706-281-2730 behalf of the Proposer and, in the event of award, will be expected to execute the resulting contract): 8 Proposer's primary contact for this proposal John Sumlin, VP Strategic Accounts, Education (name, title, address, email address & phone): 30000 Aurora Road, Solon OH 44139 john.sumlin@tarkett.com 404-431-2131 9 Proposer's other contacts for this proposal, if Jamie Collins, Sr. Contract Sales Support Specialist any (name, title, address, email address & 1735 Cleveland Hwy, Dalton GA 30721 phone): jamie.collins@tarkett.com 706-281-2730 Table 2A: Depth and Breadth of Offered Equipment Products and Services Line Item 10 Question Provide a detailed description of the products, and services that you are offering in your proposal. Response The Tarkett family has grown strategically through the years to provide the industry's most comprehensive portfolio of sustainable flooring solutions, Service solutions including cutting -edge design and technologies from Johnsonite and formerly Tandus Centiva. All the same great flooring and accessories you've trusted for years, now offered within the Tarkett Solution SPECtrumTM. Modular Carpet Tiles & Planks 2424, 18x36, 9x36 sizes PVC Free + Cushion Backed Options Ethos@ Modular Backing with Omni -Coat TechnologyTM PVC Free, Silver C 2C, eliminates pH, RH and MVER testing. Flex -Aire TM Cushion Modular the only 100% recyclable sustainable cushion in the industry. Acoustic enhancements; Comfort underfoot; Extended Performance; Ergonomic + Cost Saving benefits, e.g., Sit -to -Stand Desking Solution Powerbond@ A 6'0" W rolled good carpet, standard with an attached, closed -cell cushion and is closed loop recyclable. This patented process fuses our proprietary cushion backing to a carpet face, creating unparalleled performance and design capabilities. Powerbond@ has proven performance for over 50 years in extreme heavy traffic areas such as airports, stadiums, educational and healthcare facilities. Provided no free liquids are present, no moisture vapor emission rate (MVER) or Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 relative humidity (RH) testing is needed, reducing install costs and time. Powerbond is impermeable to moisture; welded seams create wall-to-wall moisture barrier. Broadloom Tarkett manufactures award -winning designed broadloom and a reputation for superior quality. Our tufted broadloom epitomizes sophisticated design and work in tandem with all Tarkett soft and hard surface platforms offering solutions for Workplace, Senior Living, Healthcare, Hospitality and Education. Multiple backings support performance, budget and acoustic requirements. Woven Tarkett's wovens represent the ultimate in luxury and performance. Drawing on weaving techniques handed down through centuries, our design team's contemporary approach to woven broadloom offers an elegant, high end aesthetic in a vast range of designs and colorways for the fractional luxury component in any commercial environment. Luxury Vinyl Tiles & Planks (LVT) Tarkett LVT offers a wide range of sizes, shapes, textures and patterns designed to withstands heavy traffic, with extra resistance to scuffs, scratches and stains. Our patented TechtonicTm advanced polyurethane technology is a massive shift forward in performance for hard surface floors. Techtonic offers 40% better scratch resistance, 18% better abrasion resistance and 50+ million square feet delivered without a claim for scratch, scuff, abrasion or performance, amazing! Even Plane LVT, a non -woven fiberglass layer resists indentation and absorbs the sound of nearby foot traffic 30% better than building code requires, helping create quieter, more productive workspaces. Install Even Plane alongside carpet tile — without transition strips— for additional comfort and delineation of space. With a 32- mil wear layer and state-of-the-art Techtonic® protection, Even Plane raises the grade on performance, while keeping your feet on even ground. Adaptt LVT with SureSetTM technology is designed to drastically reduce the time and expense of your next floor installation. A unique sculpted wave backing system allows air and moisture in the subfloor to breathe. Pressure -sensitive adhesive is pre - applied in the factory, so no glue is required on site. Tiles and planks stay in place, yet can also be repositioned when necessary, making installation quick, easy and flexible. Vinyl Sheet and Tile Tarkett Vinyl flooring combines a broad portfolio of patterns and colorways with high performance for schools, hospitals and other high traffic areas. From heterogeneous sheet composed of several layers, including a printed sheet for limitless design possibilities, to homogeneous sheet and tile with a through pattern, Tarkett's portfolio is high performing and low emitting, contributing to a safe and healthy indoor environment. Linoleum One of the most natural and sustainable flooring solutions on the market, Tarkett linoleum has been appreciated for its natural beauty, comfort and durability for over 150 years. Our linoleum is made from 94% natural raw materials (linseed oil, wood and cork flour, and resins) and is treated with our unique xf1surface protection for durability, easy cleaning and cost- effective maintenance. Tarkett linoleum is the world's first to be certified Cradle to Cradle. Rubber Flooring Tarkett rubber flooring offers the largest collection of colors, patterns and textures in the industry. Naturally slip resistant, shock absorbing and underfoot comfort, Tarkett Rubber flooring is perfect for environments that require high performance, durability and acoustic enhancement. Tarkett Rubber has endless custom capabilities, perfect for branding and way finding. Composition Tile Composition tiles provide economic value and a multitude of patterns, colorways and quality options to optimize performance across a number of high traffic installation areas. Composite tiles are budget friendly and withstand heavy foot and rolling traffic. Low -emitting, composite tile contribute to the safety and health of every space. Static Dissipative Vinyl Sheet and Tile Tarkett is a global leader in static dissipative and static conductive flooring solutions engineered to keep sensitive environments such computer rooms, data centers, laboratories, clean rooms and ESD-sensitive areas in hospitals and the electronics and equipment they house safe. Our SDT solutions cover a range of product categories designed to coordinate with colorways and products with in the Tarkett Solution SPECtrumTM Sports I Multi Function Flooring From multi -use gym flooring to competitive basketball courts and yoga studios, sports surfaces need to be adapted to different activities and levels of competition. With every sports flooring solution, we provide the knowledge and expertise to make each project a success. Specialty Applications There are often special spaces within a commercial Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 environment that need unique flooring solutions to optimize performance or contribute to safety. Tarkett offers solutions for Acoustics JEnhanced slip resistance Resistance to oil and grease I Electrical resistance and static dissipation] Safe egress I Tarkett's portfolio of specialty flooring coordinates with all Tarkett products. Wall Base That detail between the wall and the floor that brings the whole space together. Our portfolio of options is the strongest in the industry. Tarkett offers more profiles, colors and finishes to compliment your interior space than any other flooring manufacturer. Our wall base product lines are designed to perform, contribute to safety and reduce install schedules. If an architectural/wood detail is desired Tarkett Millwork® is a perfect solution, eliminating variable fabrication costs and assuring reduced maintenance costs. Millwork® Masquerade offers endless custom capabilities to match finishes or unique, branded design. Stairwell Management Proper stairwell management minimizes risk by balancing safety and performance, leading to a measurable long- term return. Our integrated stairwell management system includes rubber and vinyl treads, nosing and accessories that enhance the flow of a space, allowing people to move safely and comfortably. Available in a broad array of profiles, textures, patterns and colors to compliment interior finishes and architectural details. Finishing Accessories In high-performance environments, every element works together to create synergy. Interior designs must meet the recommendations of the Americans with Disabilities Act (ADA). To help, we offer an entire family of finishing accessories that will comply with regulations while complementing the existing finish elements. Installations Accessories From Tarkett TAPE TM for floating, configurable modular carpet installations to RoIISmartTM, an easy -to -apply LVT adhesive that facilitates faster installation, we measure the total cost of installation and ownership and to improve productivity and reduce cost. Turnkey Installation Services SourceOne® Services channels all the intricate details of flooring management and installation to professional partners for a complete turnkey solution. Source One handles the complexities of flooring trans -formations, from inception through completion, including estimating services, proposals and order entry, Single purchase and contact point, Product design and manufacturing, Flexible, preferred flooring procurement, furniture lift, delivery and installation, existing flooring recycling, maintenance training, long-term onsite support, ImaginationsTM Custom Design Logo and inset Floor Program We have attached a product brochure as well, or you can access via: https://tarkett- my.sharepoint.com/:b:/p/John_sumlin/ESBUxO5STBFHsKw77sMiwrABwY4PvTgeBppcM8g Xt3JMRw?e=bORzKc 11 What levels of service (material only, turnkey, Tarkett is proposing: other) are being proposed? *Material only orders *Turnkey Installation Services through Tarkett Source One Department *Flooring Contractor supported sales *Floor Care Maintenance Services provide by Solide Care 12 Does the response include installation Yes services? 13 If the answer to Line #12 above is Yes, We support a diverse and highly qualified network of flooring contractors including describe in detail the following elements MWBE designations to help with participating agency needs for MWBE set side (Lines #14-16) of installation services. dollars and local business investment. Tarkett also created the first manufacturer lead installation services group in the industry. Blockbuster Video came to us in late 1980s seeking a multi -site solution that allowed them to use our Powerbond 6' carpet product with installation services with one point of contact, combined material and labor warranties, and multi -site project management. Our Source One services was then created and has grown substantially. The industry has followed, and most major mills now offer a "Source One" like turnkey service solution. 14 How does the Participating Entity select an Tarkett supports the participating agencies willingness and desire to support any of installer? our install options covered in our answer to question 13. If a preferred dealer is not currently "approved" Tarkett can evaluate and add dealers to our network to support participating agencies. Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 15 How does Proposer ensure installers are Tarkett has an approved list of flooring contractors across the US which is an trained, experienced, and fully licensed within attachment. We do business with these installers and maintenance providers on a jurisdictions where work is performed? regular basis across all our segments (Workplace, Health Care, Hospitality, Retail, ED/GOV and more). This relationship over decades has built the best network of independent flooring contractors in our industry. We provide ongoing training and issue them credit to buy our materials, which is updated yearly. We also offer Tarkett's turnkey services under the Source One Department. Source One has worked with most of our Installation Partners for many years. When we do bring on a new partner, we vet their experience with all types of products; we also have one of our extensively trained Field Installation Coordinators on site for the new partner's first job with us. This allows us to personally confirm they are performing up to our expectations, provide on -site training, or answer any questions. When the Participating Entity is contracting directly with Tarkett for the materials and installation, we maintain up to date licensing for all U.S. States as required. 16 Does Proposer have a standard installation Yes. All of Source One's Installation Partners are required to sign a Sub -Contractors agreement it will require Participating Entities Agreement, a copy is provided in the upload section. to use? If so, please upload a copy with response. Table 2B: Depth and Breadth of Offered Equipment Products and Services Indicate below if the listed types of products or services are offered within your proposal. Provide additional comments in the text box provided, as necessary. Line Item Category or Type Offered Comments 17 Resilient r Yes r` No 18 Ceramic r: Yes Ceramic options will be made available r No on a case -by -case basis as a Furnish and Install (F&I) allowance allowing flooring contractors and Source One to provide these materials to satisfy a project that includes Tarkett manufactured materials. This service allows convenience and one stop shopping for Sourcewell participating agencies. This is available on our current Sourcewell offer and has proven to be an asset to the participating agencies. Flooring projects have many variables, our offer is best in class at creating a program that can be adapted to these variety of needs better than any supplier in the industry. 19 Porcelain Tile r: Yes Porcelain Tile options will be made r No available on a case -by -case basis as a Furnish and Install (F&I) allowance allowing flooring contractors and Source One to provide these materials to satisfy a project that includes Tarkett manufactured materials. This service allows convenience and one stop shopping for Sourcewell participating agencies. This is available on our current Sourcewell offer and has proven to be an asset to the participating agencies. Flooring projects have many variables, our offer is best in class at creating a program that can be adapted to these variety of needs better than any supplier in the industry. 20 Wood r Yes r: No 21 Hardwood r Yes r No 22 Laminate f• Yes r No 23 Rubber r: Yes r No Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 24 Vinyl r: Yes r No 25 Broadloom Yes No 26 Carpet Tile r: Yes r" No 27 Epoxy r: Yes Epoxy options will be made available on r No a case -by -case basis as a Furnish and Install (F&I) allowance allowing flooring contractors and Source One to provide these materials to satisfy a project that includes Tarkett manufactured materials. This service allows convenience and one stop shopping for Sourcewell participating agencies. This is available on our current Sourcewell offer and has proven to be an asset to the participating agencies. Flooring projects have many variables, our offer is best in class at creating a program that can be adapted to these variety of needs better than any supplier in the industry. 28 Flooring hybrids r: Yes r No 29 Floor mats r" Yes r No 30 Rugs r Yes r: No 31 Supplies related to the removal, r: Yes installation, maintenance, restoration, and r" No cleaning of flooring materials complementary to the offering above (Lines #17 - 30) 32 Services related to the removal (including r: Yes Yes - Tarkett ReStart program offers take back and recycling), installation, r~ No recycling and landfill diversion. maintenance, restoration, and cleaning of flooring materials complementary to the It is highly important to include floor care offering above (Lines #17 - 30) into a flooring project and a flooring contract. Appropriate floorcare ensures that the floor materials are properly maintained for long term appearance retention . This offer does not include custodial care, which is the daily responsibility to remove dirt and trash from a space. We have outlined specific maintenance requirements and procedures, including cleaning schedules, product recommendations, and any necessary repairs or replacements. This not only helps prolong the life of the flooring, but also helps protect the investment made in the flooring material and installation. Table 3: Pricing Offered Line Item The Pricing Offered in this Proposal is: * Comments 33 c. better than the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments. Table 4: Pricing and Delivery Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as described in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form. Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 Item Question Response 34 Describe your pricing model (e.g., line -item discounts or Tarkett's pricing model is a line item discount off the market list product -category discounts). Provide detailed pricing data price. The discounts range varies by product line with the greatest (including standard or list pricing and the Sourcewell discounts offered on product solutions in greatest demand. Our discounted price) on all of the items that you want product catalog shows the product/style name, list price, discount off Sourcewell to consider as part of your RFP response. If list and member price per unit. Pricing is structured to applicable, provide a SKU for each item in your proposal. accommodate the smallest need (i.e. one carton) up to large Upload your pricing materials (if applicable) in the renovation projects. Tarkett will treat each project independently and document upload section of your response. consider market conditions, volume, project scope to offer best value pricing on every job. We are a quality material manufacturer that specializes in suppling commercial grade materials. We are ideally suited for the participating agency members at Sourcewell. Our labor price list offer an extensive selection of services. To cover all areas with varying economic trends, we provide a Not -to - Exceed Price for each service in a format including 7 specific regions of the U.S. (identified by states included in each). This price list will allow an entity to budget a project, knowing it will not exceed the price in their region. The labor schedule allows for standard rates as well as prevailing wage. 35 If Proposer is including installation services within its Our extensive list of services allows our approved flooring proposal, please describe how installation services will be contractors and our in house installation group (Source One) to priced, including applicable labor rates that may apply. How break any project down item by item for a comprehensive proposal will Proposer address any prevailing wage requirements of showing products and installation. Our Labor Price List includes Participating Entities? Prevailing Wage pricing for every service in every region Sourcewell Serves., Our approved flooring contractors and Source One installation Partners are highly trained managing this type of project. 36 Quantify the pricing discount represented by the pricing Tarkett is providing a discount off list pricing. Percentage discounts proposal in this response. For example, if the pricing in vary depending on product platform with the greatest discount your response represents a percentage discount from offered for the most popular styles members use. MSRP or list, state the percentage or percentage range. Modular Tile: 28 to 52% Powerbond: 29 to 57% Luxury Vinyl Tile: 27 to 51 % Resilient (including but not limited to sheet vinyl, rubber, wall base): 20% Broadloom/Woven: 23 to 49% 37 Describe any quantity or volume discounts or rebate Tarkett's pricing is a not to exceed per line item, further discounts programs that you offer. can be offered to members based on order quantity, job location and other market factors that will offer further savings. 38 Propose a method of facilitating "sourced" products or Tarkett has the most comprehensive commercial flooring product line related services, which may be referred to as "open in the industry, for the few materials we do not make we use a market" items or "nonstandard options". For example, you furnish and install allowance. This permits a participating agency may supply such items "at cost" or "at cost plus a member to complete a flooring project with materials we may not percentage," or you may supply a quote for each such manufacturer but are needed to complete the project. We do not request. include every flooring option, but a majority of what a participating agency member needs to complete a flooring project are included. 39 Identify any element of the total cost of acquisition that is We have made every effort to include all cost associated with a NOT included in the pricing submitted with your response. commercial flooring project. In some cases, orders may be subject This includes all additional charges associated with a to a roll cut charge or a lift gate charge. Pricing does not include purchase that are not directly identified as freight or the California AB2398 Carpet Stewardship Assessment Fee or shipping charges. For example, list costs for items like pre- taxes and will be add should it be applicable. delivery inspection, installation, set up, mandatory training, For Source One Turnkey service proposals we will include all or initial inspection. Identify any parties that impose such services necessary for a project based on a site visit performed by costs and their relationship to the Proposer. our installer. We work diligently to avoid any need for Change Orders, although they sometimes come up unexpectedly during a project (for example: upon Removal of existing floorcovering, a need for extensive Floor Prep may be identified due to a problem that was not originally visible). Each proposal will also include a list of exclusions for the customer's convenience. The customer will see a full cost of each project on their proposal, including freight, sales tax, and even the California Assessment Fee for jobs in that state. 40 If freight, delivery, or shipping is an additional cost to the Tarkett USA Inc. uses independent, third -party, freight carriers to Sourcewell participating entity, describe in detail the deliver its products. Product pricing does not include freight and will complete freight, shipping, and delivery program. be prepaid and added as a separate line item on the invoice. 41 Specifically describe freight, shipping, and delivery terms or Tarkett USA Inc. uses independent, third -party, freight carriers to programs available for Alaska, Hawaii, Canada, or any deliver its products. Product pricing does not include freight and will offshore delivery. be prepaid and added as a separate line item on the invoice. Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 42 Describe any unique distribution and/or delivery methods or The approved dealer partners servicing Sourcewell members and options offered in your proposal. their local markets have access to Tarkett and Johnsonite resilient inventory maintained by over 275 Tarkett distribution partners across the country, in addition to the stock at Tarkett warehouses. This supports faster delivery for many products and reduces lead times. Tarkett distributors receive shipments at least weekly to replenish stocked items as well as those needed on a project basis. This distribution network offers End Users some freight costs savings due to scheduled pool truck delvers that create economies by pooling shipments and maximizing freight discounts. Tarkett has perfected this delivery system. Table 5: Payment Terms and Financing Options Line Item Question Response* 43 Describe your payment terms and accepted payment Tarkett accepts the payment methods below: methods. - Wire - ACH - Mailed Checks - Online payments via Bill Trust - Customers can pay here with a credit card or directly from their bank account for no additional fee. This option does require members to register for a no cost Bill Trust account. There are no service fees for any payments, however, there is a $25,000.00 limit on payments by credit card. 44 Describe any leasing or financing options available for use Tarkett does not offer any leasing or financing options to educational by educational or governmental entities. or governmental entities 45 Describe any standard transaction documents that you We have uploaded our standard terms in the document section. propose to use in connection with an awarded contract The document further defines area like: (order forms, terms and conditions, service level *Minimum Order requirements agreements, etc.). Upload a sample of each (as 'Overages applicable) in the document upload section of your *Custom Products response. *Asbestos Abatement *Floor Preparation *Labor Exclusions *Lead times *Returns/Cancellations 46 Do you accept the P-card procurement and payment P Cards are accepted via online Bill Trust. This option does process? If so, is there any additional cost to Sourcewell require members to register for a no cost Bill Trust account. There participating entities for using this process? is no additional service fee to pay with this option. Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 Table 6: Audit and Administrative Fee Line Item Question Response* 47 Specifically describe any self -audit process or program that you Tarkett has a dedicated Alliance Number that is used in plan to employ to verify compliance with your proposed Contract tracking all sales to Sourcewell members. We communicate with Sourcewell. This process includes ensuring that Sourcewell this number to members and dealer partners and it ensures participating entities obtain the proper pricing, that the Vendor that not only proper pricing is given to members but also reports all sales under the Contract each quarter, and that the tracks all sales for reporting and payment of the CAF fee. Vendor remits the proper administrative fee to Sourcewell. Provide sufficient detail to support your ability to report quarterly sales to Tarkett's local account representatives will also randomly Sourcewell as described in the Contract template. audit the installing contractors that buy flooring and provide service to the Sourcewell member to ensure contract compliance and understanding. The Sourcewell member must make it dear that they have the "desire and ability" to use the agreement on their Purchase Order and other order communications. 48 If you are awarded a contract, provide a few examples of internal Tarkett will review quarterly sales figures to assess our metrics that will be tracked to measure whether you are having success with the contract. We will review orders randomly to success with the contract. ensure that proposals are compliant with our contract. We continue to improve and refine our go to market strategy based on our successes and failures. 49 Identify a proposed administrative fee that you will pay to Tarkett USA Inc. will offer Sourcewell a 2% contract Sourcewell for facilitating, managing, and promoting the Sourcewell administrative fee (CAF) payable on net agreement Contract in the event that you are awarded a Contract. This fee sales of manufactured product adjusted by credits. The is typically calculated as a percentage of Vendor's sales under the labor portion of this agreement performed by our Contract or as a per -unit fee; it is not a line -item addition to the dealers or Source One will not qualify for the fee. Member's cost of goods. (See the RFP and template Contract for Participating Entities (i.e., States or other participating additional details.) agencies) that sign a participating addendum to the Tarkett Sourcewell contract may demand their own administrative fee from Tarkett in addition to the Sourcewell CAF. In the event that a participating entity demands a CAF from Tarkett, Tarkett will pay a maximum of 2% in CAF total between Sourcewell and the participating entity. Table 7: Company Information and Financial Strength Line Item 50 Question Provide a brief history of your company, including your company's core values, business philosophy, and industry longevity related to the requested equipment, products or services. Response* Tarkett's leadership position in the flooring industry is the result of 140 years of experience, and builds on the talent, values and commitment of generations of entrepreneurs. Tarkett, originally known as Allibert & Sommer, our heritage of performance and innovation began in Paris in the late 1800s. Through our acquisitions of Johnsonite, Tandus Centiva and Lexmark, we've brought a complete portfolio under the Tarkett name that meets the needs of any market segment, including Hospitality, Workplace, Education, Government, Healthcare, Retail, Multi - Family and Residential. With Tarkett, you can easily select a flooring platform for the specific needs of every space —and design with materials that don't just look beautiful, but function well. Our full palette of colors, patterns and textures is coordinated to work together visually across platforms, letting you easily carry a design aesthetic throughout an entire floorplan. While our methods have evolved, our process still begins with careful consideration of the goals held by those who live, work, and play on our surfaces each day. Taken together, we call our mixture of craft, science, and purpose Tarkett Human - Conscious DesignSM. And it drives everything we do. Tarkett Human -Conscious Design is our commitment to stand with present and future generations. To create flooring and sports surfaces that are good for people and for the planet. And to do it every day by: 1) Designing from a deep human understanding 2) Providing conscious choices for people and planet 3) Remaining with you, every step of the way Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 51 What are your company's expectations in the event of an award? Should Tarkett be re -awarded we expect to continue to maintain the high level of service and thought leadership we currently provide Sourcewell and Sourcewell participating agencies. We also expect to continue to collaborate with Sourcewell for marketing and trade shows as well as attend Sourcewell events like Sourcewell University and H2O Supplier Forum. Continuing these will further grow our partnership and will enhance the participating agencies experience using Sourcewell and Tarkett. Tarkett has continued to work with and collaborate with the Sourcewell commodity managers and administrative staff. We have a history of consistent timely communication and cooperation building a strong relationship with Sourcewell and your participating agencies. These are 3 examples of our thought leadership and collaboration: 1) A recent endeavor was to create the Healthy Building Summit for Public Sector entities. "Bringing together stakeholders around planning, design, construction, student/work life, sustainability, and maintenance to discuss what they learned in COVID was just the tip of the iceberg. The real emphasis was how we use what we learned and move into a collaborative consistency of co -creation fostering new pathways to see an earlier future where all learning spaces are considered healthy spaces". The urgency to have the Education Healthy Building Summit was driven by the growing amount of data that was collected through smart building technology, mental health data, and federal funding. This data exposed the demand for healthy buildings for all students. Several of these demands drove the initial conversation. Although indoor air quality and infection control were major drivers, this was not the only issue facing educational facilities around the country. Other drivers included: Neurodiversity and the recognition of a diverse student population requiring unique social -emotional learning strategies. Cognitive Loads and a clearer understanding of how acoustics and indoor air quality impact not only learning and productivity, but also our relationships. Biophilic Design and Daylight can both positively impact our stress levels (measured as heart rate variability, or HRV) and circadian rhythm. This in turn can lead to stronger brain function, boost feelings of happiness, decrease anxiety, and lower blood pressure. Funding Maintenance and deferred maintenance annual deficit crisis but also the impact that poorly maintained buildings have on poor indoor air quality and other health implications. 2) Tarkett's track record of commitment to Thought Leadership in the marketplace is well known. High performance buildings and schools use best -in -class materials like Tarkett's that can affect worker and student performance with better acoustics, better thermal values in space, better Indoor Air Quality (IAQ) and lower maintenance costs. Tarkett's long standing relationship with the Collaborative for High Performance Schools (CHPS) and with Tarkett's board seat has introduced the high- performance rating program to Sourcewell. This has led to discussions and an opportunity to create High Performance product offerings to K12 schools that can use best in class procurement sourcing (Sourcewell) and CHPS K12 building rating system for high performance facilities. The opportunity is an example of the thought leadership position Tarkett has in the market and the belief that strategic sourcing is a key to our success. Our hope is Tarkett's introduction will lead to a new chapter of great partnerships using great sourcing (CHPS, Sourcewell and Tarkett). The award of this RFP will continue to grow these relationships and others like it. 3) Another example of the Tarkett Sourcewell partnership dates to 2017 when the California Association of Business officers (CASBO) signed a formal endorsement of NJPA. "The CASBO/NJPA partnership is a formal endorsement of the NJPA competitive solicitation and contract award process," Schwartz said. "It also provides an effective and fully supported pathway for CASBO members to access procurement solutions through NJPA's contract awarded vendors." Tarkett (Tandus Centiva at that time) introduced and drove this endorsement with CASBO. Tarkett's longstanding relationships at CASBO brought this idea forward and help execute this endorsement. Sourcewell is now the Department of General Services (DGS) CMAS (California Multiple Award Schedule) contract. Tarkett and Sourcewell has benefited due to this work. The NJPA press release is attached for reference. We hope to continue our long and strong partnerships into the future. Tarkett's vision is to continue to grow relationships that foster strategic sourcing and Sourcewell. We believe this makes us uniquely qualified to continue to grow Sourcewell and strategic sourcing. Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 52 Demonstrate your financial strength and To demonstrate our financial strength and stability, we have attached our financial stability with meaningful data. This could statements. Our Net sales for 2022 was 3,358.9 (million Euros) and for 2021 was include such items as financial statements, 1,792.1 (million in Euros). SEC filings, credit and bond ratings, letters of credit, and detailed reference letters. Upload supporting documents (as applicable) in the document upload section of your response. 53 What is your US market share for the Market share data is difficult to gather and validate for that reason we are solutions that you are proposing? submitting estimates based on market research. Some of the data is triangulated and is only an estimate. Carpet Roll 10+ % Carpet Tile 10+% Heterogeneous Sheet Vinyl 5% Homogeneous Sheet Vinyl 15% Linoleum 10% LVT (Luxury Vinyl Tile) 10+% Rubber 7% VCT (Vinyl Composition Tile) 12+% Wall Base 51+% 54 What is your Canadian market share for the Market share data is difficult to gather and validate for that reason we are solutions that you are proposing? submitting estimates based on market research. Some of the data is triangulated and is only an estimate. Carpet Roll 1 % Carpet Tile 10+% Heterogeneous Sheet Vinyl 19% Homogeneous Sheet Vinyl 58% Linoleum 7% LVT (Luxury Vinyl Tile) 4% Rubber 10+% VCT (Vinyl Composition Tile) 29+% Wall Base 34+% 55 Has your business ever petitioned for Tarkett has not ever petitioned for bankruptcy protection. bankruptcy protection? If so, explain in detail. 56 How is your organization best described: is Tarkett is a manufacturer, a service provider through our Source One turnkey it a manufacturer, a distributor/dealer/reseller, services and a maintenance leader with our alliances in floorcare. or a service provider? Answer whichever Tarkett has a direct sales force of over 180 + employee salespeople in North question (either a) or b) just below) best America (please refer to 65&66 for additional breakdown of our sales and service applies to your organization. teams). We have in house field inspectors, trainers, and technical support teams a) If your company is best described as that make our sales force the best in the flooring industry. We are segmented by a distributor/dealer/reseller (or similar entity), vertical markets in our approach and strategy. We focus on Education and provide your written authorization to act as a Government as a core competency because of our unique high quality commercially distributor/dealer/reseller for the manufacturer focused line of flooring. The industry has served residential customers first and of the products proposed in this RFP. If commercial second for decades. Tarkett has served commercial sales first giving us applicable, is your dealer network a marketable advantage. Our Sales force serves Participating Agencies/End users independent or company owned? and our approved independent Flooring Contractor network with expertise and b) If your company is best described as recommendations for solutions in flooring. Our Source One group supports a a manufacturer or service provider, describe manufacturer direct service model if it is required by the End User/Participating your relationship with your sales and service Agency creating a seamless turnkey model. Our network of independent flooring force and with your dealer network in contracts gives us the local feel that ED/GOV often requires. Our sales force delivering the products and services supports all these routes market giving us a consultative feel that a winning supplier proposed in this RFP. Are these individuals needs. your employees, or the employees of a third patty? 57 Provide all "Suspension or Debarment' Not applicable - Tarkett has not had any suspension or debarment in the past ten information that has applied to your years. organization during the past ten years. Table 8: Industry Recognition & Marketplace Success Line Question Response'* Item Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 58 Describe any relevant industry awards or 2023 recognition that your company has received Green Good Design Award, LinoFloor/LinoWall and Inspired Nature in the past five years. Interior Design NYCxDESIGN Award Finalist, Even Plane and iQ Granit/iQ Eminent Fishman Flooring Solutions Vendor Partner of the Year MetropolisLikes Award - Collabrative Collection 2022 Metropolis LIKES (NYCxDESIGN), Renewal Series Interior Design (NYCxDESIGN), Renewal Series Metropolis LIKES @NeoCon, Inspired Nature Spaces4Learning New Product Awards (K-12 and Higher Ed), iQ Granit/iQ Eminent Architizer A+ Product Awards Finalist, Inspired Nature Metropolis Planet Positive Award and Editor's Pick, LinoFloor/LinoWall Interior Design Best of Year Finalist, Inspired Nature and iQ Granit/iQ Eminent Good Design Award, Inspired Nature and LinoFloor/LinoWall EFA Expo's Editor's Picks, Renewal Series Starnet Design Awards —included in multiple winning projects 2021 HiP Award Finalist, Workplace: Carpet category, Meta Firma Collection Best of NeoCon Hard -Surface Flooring: Natural Materials, Color Splash Good Design Award, FlightPath & AirSpace, Tatami System 2020 EPA Encouraging Environmental Excellence Award — Middlefield facility Azure Magazine AZ Award Winner, iD Mixonomi Interior Design Best of Year Finalist, Light Shift Collection NYCxDESIGN Award Finalist, Drop Cloth 2019 ASID Design Impact Award, Garden Walk at EFA Starnet Design Awards — Part of multiple winning projects Designer Pages Spec Stars: http://media.designerpages.com/award-winners/ IIDA/HD Expo Product Design: MergEmerge LVT in Flooring -Hard Surfaces Category Metropolis Likes Award, iD Mixonomi HiP Award for Hospitality Flooring: iD Mixonomi HiP Awards Finalist in the Innovative Manufacturing Process category, Tatami System HiP Awards finalist in the Workplace: Carpet category, Interleave and Composition Series HiP Awards finalist in the Workplace: Hard Flooring category, Drop Cloth Best of NeoCon Gold in Carpet: Broadloom, Tatami System Buildings Product Innovations Award Grand Prize, Tatami System Arch Records Product of the Year, Tatami System Interiors+Sources: 2019 Readers Choice Awards, iD Mixonomi Good Design Award, Tatami System and FlightPath & AirSpace Interior Design Best of Year Award, iD Mixonomi Interior Design Best of Year Finalist, Tatami System and iD Mixonomi AN Products of the Year: Honorable Mention: Tatami System in Textiles category Honorable Mention: iD Mixonomi in Finishes + Surfaces — Indoor category Architizer A+ Awards Finalist, Pentagonals Interiors + Sources Reader's Choice Best Products, iD Mixonomi 59 What percentage of your sales are to the 10 % governmental sector in the past three years? Estimates provided. The recent pandemic has skewed these numbers for 2021 & 2022. We are seeing growth in these sectors for 2023 YTD. 60 What percentage of your sales are to the 25+% education sector in the past three years? Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 61 List any state, provincial, or cooperative Tarkett holds several state and cooperative contracts including: purchasing contracts that you hold. What is State of New York the annual sales volume for each of these State of Florida contracts over the past three years? State of Georgia State of Mississippi State of Louisiana State of California State of Pennsylvania State of Connecticut E and I * Omnia Partners Buyboard Choice Partners Premier Vizient Allied States Contract sales volume is confidential, and we do not share it with other entities, however we estimate these contracts to collectively account for 10-20% of the overall sales. 62 List any GSA contracts or Standing Offers Tarkett holds a GSA Contract GS-27F-0032, contract sales volume is confidential, and Supply Arrangements (SOSA) that you and we do not share with other entities. The recent pandemic has skewed these hold. What is the annual sales volume for numbers for 2021 & 2022. We are seeing growth in these sectors for 2023 YTD. each of these contracts over the past three We estimate our GSA contract sales to be an average of $500,000 annually. Our years? sales to the federal government and its agencies is much higher NOT using the GSA schedule Table 9: Top Five Government or Education Customers Line Item 63. Provide a list of your top five government, education, or non-profit customers (entity name is optional) to whom you have provided equipment, products, or services similar to the solutions sought in this RFP, including entity type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years. Entity Name Entity Type * State / * Scope of Work * Size of Transactions * Dollar Volume Past Three * Province Years Large School Education Nevada - NV Products utilized include 4 million per year 10 million District Powerbond and modular tile carpet as well as LVT. Large school Education Texas -TX Products utilized include 3.5 million per year 8.5 million District Powerbond carpet, LVT, resilient and eSource One Turnkey installation services. Large faith Non -Profit Utah - UT Products utilized include 3.5 million per year 8.5 million based Powerbond and modular tile organization carpet products as well as Source One Turnkey installation services. Large School Education Texas -TX Products utilized include 2.5 million per year 7 million District Resilient, Powerbond and modular tile carpet products as well as Source One Turnkey services. Large School Education Florida - FL Products utilized include 2.5 million per year 7 million District Imaginations (Custom cut designs), Powerbond and modular tile carpet, LVT, resilient and Source One Turnkey services Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 Table 10: References/Testimonials Line Item 64. Supply reference information from three customers to whom you have provided equipment, products, or services similar to the solutions sought in this RFP and who are eligible to be Sourcewell participating entities. Entity Name * Contact Name * Phone Number* Sarasota County Schools, FL Don Hampton (941) 927-9000 ext 68835 Director of Facilities Don.hampton@sarasotacountyschools.net Pasco County Schools, FL Carey Llazari (727) 774-7952 Const. Services Project Coordinator cIIazari@pasco.k12.fl.us Cypress -Fairbanks ISD Roy J. Sprague, Jr., AIA, CSI, ALEP, LE Fellow (281) 897-4108 Chief Operations Officer Table 11: Ability to Sell and Deliver Service Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable. Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions. Item Question Response* 65 Sales force. Tarkett maintains a sales force of just over 180 Account Executives and Regional Business Managers that are located across the US and Canada, Supporting our sales team are 15 Regional Vice Presidents, 3 divisional Vice Presidents, two Education/Government Strategic Accounts Vice President and many customer and technical support specialist. Tarkett maintains a strong segmented sales force that allows us to speak directly to our markets. SLED (State Local & Education) market is made up of facility administration, Maintenance and operations, Design and construction, flooring contractors, distribution partners, architects/designers and other influencers. Tarkett is able to speak to each of these groups and help create a solution based approach for any flooring project. Our focus on segmentation allows us to be acutely aware of the needs of each and provide our best -in -class flooring solutions in a consultative manner. 66 Service force. Tarkett has an exceptional dealer network with over 400 approved dealers throughout the US and Canada. Our dealers are trained and certified in the handling and installation of our flooring products. Part of the dealer commitment is to utilize contracts and cooperative purchasing agreements to maximize opportunities to promote Tarkett flooring solutions. Our dealers are authorized to service Sourcewell participating agencies can buy material only or fully delivered and installed goods. 67 Dealer network or other distribution Tarkett's approved dealer network as well as distribution network spans across the methods. US and Canada. Our approved dealers can provide participating entities material only sales or full turnkey services. Our extensive network of providers allows for the participating entity to use local businesses and foster community relationships. Additionally, about 40% of our dealer partners are certified small, woman, minority, veteran owned etc. that further supports the local communities and can provide a tier 2 diversity spend in support of goals the participating agency may have. Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 68 Describe in the detail the ordering Material Only Orders Direct via Tarkett Direct: process, including the respective roles of Member can send a PO to their local Tarkett Account Executive or directly to our distributors, dealers, or others (including Customer Service Department at sub -contractors) in providing solutions to West CustomerCareWest@tarkett.com Participating Entities. This may include a Central CustomerCareCentral@tarkett.com step by step process identifying who is East CustomerCareEast@tarkett.com responsible for meeting the needs of the Participating Entity at each stage of delivery. Each PO will require: Sourcwell Alliance Number: 168119 Product Name/Color/Amount needed Billing and Ship too Addresses The Customer Service team will confirm receipt of order request, advise of shipment date as well as provide answer to questions should any arise. 69 Please describe the relationship between Proposer any distributors, dealers, or others (including sub -contractors). Source One turnkey orders: Members will contact their dedicated regional account coordinator and provide detailed project information including Sourcewell Alliance number 168119, products desired, and scope of work needed. Source One will complete a proposal for the member to approve and schedule services upon approval. The account coordinator will be in constant communication for project status updates and manage all aspects of the request from start to project completion. Orders via Tarkett Approved Dealer Partners: Members will contact their local dealer and request products and service utilizing the Tarkett Sourcewell Contract Alliance 168119. The dealer partner will ensure they understand the scope of work needed and manage all aspects of the request from start to project completion. Flooring Contractors (Dealers) will order the materials needed for each project ensuring Sourcewell contract information appears on all proposals and orders that are submitted. Each PO will require: Sourcwell Alliance Number: 168119 Product Name/Color/Amount needed Billina and Ship too Addresses Tarkett's relationship between our Dealer Partners and Distribution Network is a true partnership. Whether they have been our partner for 15+ years or 1 month the commitment and level of service is the same. Our Account Executives work hand and hand with our Dealer Partners to understand the needs of the local market and challenges end users may be facing because adverse flooring conditions. Together they drive solutions that provide optimal flooring solutions that look great and are healthy for the people occupying the space and the environment. In the same respect, our Regional Business Managers support our distribution partners and collaborate to understand the market needs and drive solutions, further supporting the end users providing a high level of customer satisfaction. Quarterly or yearly reviews are conducted to measure not only their performance and service of Tarkett products but also our level of service to them. Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 70 Describe in detail the process and Order Entry — Target: 1 Business Day or Less procedure of your customer service Orders are to be entered within 1 business day from the time the Customer Service program, if applicable. Include your Representative receives the purchase order. This metric is measured through analysis response -time capabilities and of daily reports for orders entered. commitments, as well as any incentives Order Management — Target: Less than an Average of 1 Sales Order Line per Day that help your providers meet your stated Factored by the number of sales order lines that have missed a ship time due to a service goals or promises. block or missing information on an order. This metric is measured through analysis of daily and weekly reports on various items regarding order details. Phone Accessibility Completed Rate — Target: 95% or Higher The completed rate is factored by the ratio between the number of calls answered vs. number of calls offered. This metric is measured through analysis of weekly reports showing the completed rate for all calls that have come in. Service Level — Target: 80% or Higher The service level is factored by the ratio between the number of calls answered within 20 seconds vs. the number of calls offered. This metric is measured through analysis of weekly reports showing the completed rate for all calls that have come in. Communication We conduct monthly quality coaching reviews with each Customer Service Representative to go over their phone and email communication. The supervisor monitors phone calls and emails, and then use a scorecard to grade one of each for the monthly review. We measure professionalism, ability and willingness to help the customer, quality of the help provided, etc. The scorecards for these reviews help to identify any areas that a Customer Service Representative may need additional coaching and/or training. Customer Satisfaction Customer satisfaction is measured through surveys that are sent out to our customers. 71 Describe your ability and willingness to Tarkett has the ability to provide products and installation to all members throughout provide your products and services to the United States, with our extensive dealer partner network there is no area that can Sourcewell participating entities in the not be serviced United States. 72 Describe your ability and willingness to Tarkett is a global company and can serve any Sourcewell member located in provide your products and services to Canada. Pricing for products is included in US dollars and can be converted to CAD Sourcewell participating entities in Canada. as requested. 73 Does Proposer intend to serve nonprofit Yes, Tarkett will serve all eligible Sourcewell participating agencies if awarded a agencies if awarded a contract? contract. 74 Identify any geographic areas of the United Tarkett will service all geographic areas. The exception would be should any state States or Canada that you will NOT be have legislation that has passed that does not allow for the use of a cooperative fully serving through the proposed contract. services agreement to purchase non -consumable products (i.e., flooring and related services). Additionally, the contract labor pricing does not include Alaska, Hawaii, Canada, or US Territories. These areas would be negotiated labor if that is possible or we would provide material only sales. 75 Identify any Sourcewell participating entity Products and Services will be provided to all sectors except those segments or sectors (i.e., government, education, not -for- regions where a cooperative agreement is not allowed by law to be used to profit) that you will NOT be fully serving purchase non -consumable products (i.e., flooring and related services) through the proposed contract. Explain in detail. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 76 Define any specific contract requirements Although we can offer turnkey services in Alaska, Hawaii, and US Territories, the or restrictions that would apply to our labor would not be on contract due to several factors, including: 1) unstable market participating entities in Hawaii and Alaska trends in these areas, 2) distance and/or remoteness can offer distinct challenges, and in US Territories. preventing us from offering a similar market rate as other 48 states (plus Washington DC). We do not offer turnkey services in Canada due to 1) challenges with managing projects across country lines, and 2) US to Canadian dollar conversion instability. Table 12: Marketing Plan Line Question Response'* Item Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 77 Describe your marketing strategy for Tarkett has expanded their marketing team over the past 2 years to 40% more head promoting this contract opportunity. count and hiring. We have moved most of our external creative to now be internal which Upload representative samples of your creates deeper customer understanding married with capabilities. This includes a new marketing materials (if applicable) in Vice President of Marketing, Creative Director, led by Jonathan Stanley who is now the the document upload section of your Director of SLED markets (Education & Government). His sole focus is embracing the response. customer needs and developing information that would best support customer experience and engagements. One unique event Tarkett hosts each year is a Healthy Building summit which supports our organizational compass but also includes our target audience to enhance their ability to lead this conversation. Our vision includes strategic sourcing as a part of these discussions allowing best value purchasing versus low price. Our 2023 summit will include a representative form strategic sourcing. To listen to some of the voice participants from our most recent Healthy Building Summit please visit our YouTube channel: https://www.youtube.com/watch?v=QDA5—M558NM a. Tarkett is launching an entirely new North American website to launch in June of 2023. We are investing in some key word search optimization driving people to the Tarkett Education landing page which will in turn drive them to the Sourcewell landing page. Our marketing automation metrics on visits and many other options will be available for us to best understand what messages resonate with key customers. b. We will collaborate with Sourcewell upon award to create a new 2 page digital and printable marketing piece. Marketing pieces like this have been very effective in the past and can live on the Sourcewell landing page. c. Salesforce Training with new award with an elite team of AEs that target Sourcewell members within the SLED market segment. This includes about 100 Account Executive who are now assigned to the national SLED network as well as connections into the Canadian market. d. Trade Shows including NSPMA, A4LE, APPA, ASBO, ACUHOi, and numerous state and local SLED shows. Tarkett has a dedicated team of creative and set up team for the national booth shows and always look for our Sourcewell partner to bring us the flag. We submit to present at all national trade shows and this year have been accepted to all of them so far. e. Trade Magazines are a PR pathway Tarkett has used for decades. We have a robust list of full page adds that support new product launches and editorials. Annually our SLED leadership gets interviewed by leading organizations such as Floor Focus, Learning by Design, and other interior trade writers. f. We will meet to review the Sourcewell landing page to insure it is updated. We would like to implement some videos and featured products and sustainability initiatives. g. Key event(s) initiatives should be a collaborative design where we target an event function toaether and co brand a customer event. 78 Describe your use of technology and From Jan -April 2023 across all platforms (Linkedln, Facebook, Instagram, Pinterest, and digital data (e.g., social media, YouTube) we have had over 8,000 different engagements across platforms with more than metadata usage) to enhance 125,000 followers. Our main Tarkett sites have a valuable following as well as each marketing effectiveness. Account Executives reach which has a dramatic and personalized relationship impact. We are using marketing automation to track our progress. Our likes per month vary with a minimum of 500 and a dramatically growing reach and engagement rate. Our likes are up 21% vs this time last year and up 15,000 followers from this time last year. Our follower audience includes participating agencies, dealer, architects, designers, as well as industry influencers within our industry like furniture manufacturers, engineers, and other industry partners. We will prepare a social post on the Sourcewell award that will be broadcasts nationally and also shared on local personal targeted accounts. This post will include information and a link on the value Sourcewell brinos to their members. 79 In your view, what is Sourcewell's role in promoting contracts arising out of this RFP? How will you integrate a Sourcewell-awarded contract into your sales process? Sourcewell has a goal of reaching the right individuals at participating agencies with their clear value proposition. Facilities departments in addition to procurement officials are key to this strategy. Partnering to target audiences together at trade shows, targeted member events in MSAs, and marketing to growth MSAs is an important role Sourcewell can continue to expand. I would like to see a quarterly planning meeting between Sourcewell and Tarkett to discuss where we can expend and target together. I would also like more purchasing data from participating agencies, so we have a good understanding on what your customers are buying. One example would be price point per category on the overall flooring category. Tarkett will integrate Sourcewell-awarded contract into our sales organization by first launching an internal announcement, external social announcement, and ongoing internal training. These 3 initiatives will be valuable reminders of our existing habits. Our sales organization is elite at understanding, promoting, and offering Sourcewell by brand these participating agencies. Tarkett sales executives are heavily encouraged to attend all events such as the Sales Accelerator forum. These events and others like the Get to Know for our organization to stay engaged which is heavily encouraged participation from Tarkett leadership. Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 80 Are your products or services Tarkett does have an online ordering portal that can be send up for an individual available through an e-procurement members. This would allow them with 24/7 access to: ordering process? If so, describe your Place Orders e-procurement system and how Check inventory in real time governmental and educational Check status of your sales order customers have used it. Review order details • Access to Order Confirmations & Invoices Table 13: Value -Added Attributes Line Item 81 Question Describe any product, equipment, maintenance, or operator training programs that you offer to Sourcewell participating entities. Include details, such as whether training is standard or optional, who provides training, and any costs that apply. Response* As a Tarkett partner, the Tarkett Technical Services Department is available for all of your installation and maintenance needs. By working together, we can develop a long-lasting relationship that results in successful installations. The only expense to you for this service is your time. We know time is a valuable resource, so we are happy to schedule a visit at your convenience. • Installation Summits — Tarkett Installers working with field installers at every experience level • Sheet Vinyl and Linoleum Certification — Qualifying the best of the best • Maintenance Training (Call for details) Maintenance service section still being formulated - Tarkett is pleased offer a floorcare solution through a best in class service provider. We are including a fee schedule to allow participating agencies access this great opportunity. Floor Care is a field of science that works around custodial care and preserves long term appearance retention with a professional provider. This is a new add and we want to make it a game changer for those interested in maintaining their floors versus replace them every 5-7 years. Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 82 Describe any technological advances that your proposed products or services offer. Tarkett is a leader in advancing technologies in the products we offer. A few examples of that are: Powerbond Cushion RSO hybrid resilient sheet flooring (hybrid between carpet and resilient sheet flooring) has heterogeneous construction of nylon and closed -cell cushion, the tuft blanket is fused to the closed cell cushion to create a carpet look but resilient performance. The RS is for the adhesive that is applied at the mill so all adhesive off gassing occurs in manufacturing not inside the building. Powerbond looks like carpet, offers high performance wear and easy installation. This patented, time -tested product is an ideal solution for high moisture substrates, it can be installed with no moisture testing of the substrate. No standing water, you can install. Unheard of in the flooring industry. Due to all these unique attributes Tarkett Powerbond@ Cushion RS flooring is CERTIFIED asthma & allergy friendly@ —the world's first soft surface flooring to receive this designation. We have provided the press release and an overview of Powerbond Cushion RS in the document upload section or you can visit the third party site directly at: https://www. allergystandards.com/news_events/tarkett-announces-that-powerbond-rs-flooring-is- certified-asth ma -all ergy-friendly/ Ethos@ Omnicoat@ modular carpet tile backing. Tarkett was the first to harness Polyvinyl Butyral (PVB) Polymer found in postconsumer windshields and safety glass over 10 years ago, creating a time - tested alternative to traditional carpet backing polymers. It is nothing new for us to venture outside our market to find valuable alternative waste streams for feedstock. Glass recyclers create mountains of film found in disposed of windshields and safety glass during the glass recycling process. We use this film to make ethos@, reducing our dependence on raw materials and lowering our environmental footprint. Another excellent example of our innovations with respect to product quality performance is our patented Dynex SD nylon used in all our commercial carpet materials (Carpet Tile and Powerbond 6'): all Tarkett Dynex SD yarns are cationic which permanently repel stains. Standard nylon has positively charged nodes; therefore, nylon fiber can stain with negatively charged staining agents. The polarity of nylon can be reversed through sulfonation. The negatively charged cationic nylon (through sulfonation) repels negative -charged stains, creating a permanent stain resistant product resulting in stain resistant, easier to maintain and better -looking flooring for Sourcewell members. Unlike topical treatments on standard nylon that can be worn off by foot traffic and washed off by maintenance activities, the stain resistance of Dynex SD is permanent because the cationic properties are inherent to the structure of the fiber. We offer a separate lifetime stain warranty for that reason. In addition to having the permanent stain resistant properties, Dynex SD products are treated with, Eco-EnsurerM, a fluorine -free, anti -soil chemistry, for enhanced soil protection/removal, as well as durability to foot traffic. The proprietary Eco-Ensure process/treatment is applied through a heat- actuated cohesion process that results in mechanical polymer entrapment and complete coverage of all individual fiber surfaces of carpet products. Eco-Ensure is designed for durability to foot traffic and cleaning cycles and is Cradle to Cradle CertifiedTm Gold in the Material Health Category. Tarkett iQ Flooring. Lots of companies claim they have no -wax floors. However, read the fine print, and you will find they have no -initial -wax floors or no -wax -until -such -a -time -as -you - need -it floors. Only Tarkett Granit and Optima with iQ construction never need wax or finish. Forever. Period. That is because iQ is not a topcoat or a wear layer. It is a proprietary technology. Also, because you never wax or finish, iQ floors it is great for your bottom line. Not just because they cost less to maintain but because they cause less disruption to the people who use the space. Tarkett TechtonicTM is a protective polyurethane floor coating used on our LVT and is unlike any other, developed and tested by an international team whose goal was to provide our customers with superior surface protection. Our competitors boast about what they add to their surfaces' coatings. But those additives can increase the likelihood of ugly whitening when their product gets scratched. Because Techtonic does not include unnecessary composite materials, this matte finish offers a dramatically strong defense against scratches and scratch whitening, as well as abrasions, scuffs, and stains —defending both your floors, and your peace of mind. Millwork Wall base was developed based on a customer's challenge of the cost of keeping their wood trim repaired/painted. Our millwork collection installs at roughly half the cost of wood trim and because it never requires touch-up or repainting it continues to deliver return on investment throughout its life. It is manufactured with no dye lot restrictions and can be color matched to any pantone. Very handy in space design and maintenance of space. Source One@ turnkey installation management program for Tarkett USA Inc. The department was created in 1991 in response to a customer request to issue one purchase order and have single -source responsibility for ordering, delivery, and installation of material. Source One channels all the intricate details of flooring management and installation to professional certified installers nationwide, providing a complete turnkey solution and vertically integrated installation warranty. Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 83 Describe any "green" initiatives We are often asked to simplify our sustainability story. The truth is that making a positive or Environmental, Social, and impact on our world and its citizens is not so simple. Reducing the use of fossil fuels and Governance (ESG) that relate to incorporating recycled materials into our products can pose challenges, but Tarkett is your company or to your products working hard to make these improvements —because we value your health, and that of our or services, and include a list of environment. In our ongoing efforts to promote sustainability, achieving carbon neutrality is the certifying agency for each. just one more step toward creating a better world. Cradle to Cradle Certified TM product standards guide our eco-design approach on the basis of five criteria: material health, product circularity, renewable energy and climate requirements, water stewardship, and social fairness. Tarkett North America provides the industry's broadest selection of carbon -neutral floor coverings, including carpet tile, Powerbond, LVT, rubber tile, homogeneous and heterogeneous vinyl sheet, and linoleum —all certified Carbonfree® by the Carbonfund foundation. We've completely removed phthalates from our entire product portfolio, and drastically reduced VOC emissions to contribute to better indoor air quality. We were the first flooring company to create a take -back recycling program, and we continually look for new ways to increase the content of recycled materials in our flooring solutions. We design our products for the lowest possible use of water, detergents and energy while cleaning, thus reducing their environmental footprint throughout their lifecycle. Additionally, Tarkett has been a member of the United Nations Global Compact since 2010. Our membership shows our commit to upholding all the principles on human rights, labor, environment, and anti -corruption that of which the United Nation's Global Compact stands on. 84 Describe how your products Claiming to use 'good materials' is one thing. Proving you do is another. At Tarkett, we contribute to or promote the demand to know every detail about the materials we use, so we can be totally honest with health, quality of life and well- you. It's why we're obsessed with the health and sustainability standards of Cradle to being of our members and others Cradle(D - a methodology that guides our good material choices. And even then, we're (e.g., Low VOC emissions, always on the hunt for something better. Complete transparency from us, peace of mind for minimal acoustical impact, you. Ninety-eight percent of our materials are independently assessed by third parties to allergen repellant materials, light ensure they measure up to our exceptionally high health and environmental standards (which reflectant). are often far higher than the recognized industry standards). Our transparency philosophy also led us to create highly detailed Environmental Product Declarations (EPD) and Material Health Statements (MHS) to share detailed information with our customers, collaborators and nOn-governmental organization (NGO) challengers about the environmental impact of our products, based on life cycle analysis. When we say we're committed to giving you healthier spaces to live and work, that's not just talk, we mean it. In fact, by following Cradle to Cradle® principles, we have created products with healthy materials that keep VOC emissions low. In fact, our products exceed the strictest industry standards for air quality by so much, we've had to set our own standards. Standards that we can prove with science, not just words. It means you can breathe clearer air, knowing you made a conscious choice for your flooring. At Tarkett we've been pioneers of flooring solutions with low and ultra -low VOC emissions since 2011, offering products with VOC emission levels that are between 10 and 100 times lower than the most stringent world standards. In some cases, our VOC emissions are so low that they cannot even be quantified. We've also developed glue -free laying techniques for our click and loose -lay vinyl collections and modular carpet tile, further reducing the potential for VOCs in your indoor air. A Tarkett floor can help achieve higher standards of sustainability and reach green building certifications like LEED, WELL, ILFI and BREEAM You can see more in depth information in question 85 that defines our certifications that further prove how we promote the health, quality of life and well-being to Sourcewell members and others. 85 Identify any third -party issued eco- labels, ratings, ESG scores or certifications that your company has received for the equipment or products included in your Proposal related to energy efficiency or conservation (such as: FloorScore, Formaldehyde Emission Standards, FSC Certified, EPDs, HPDs, LEED, WELL Building Standard), life - cycle design (cradle -to -cradle), or other green/sustainability factors. For over 140 years now, we commit every day to the design of great spaces. For Tarkett, this means putting people and planet first, caring about the environment and the health of present and future generations incorporated by our Tarkett Human -Conscious Design® approach. It is our holistic way of doing business, capable of marrying the specific expectations of each of our customers with the profound challenges of protecting our planet, reducing our carbon footprint and changing the game with circular economy. Working together with our partners, we deliver safer and healthier spaces in which people can reach their full potential. By joining forces, we build a stronger foundation - one we can all stand firmly on, for generations to come. Together we are building the Way to Better Floors. All third -party certifications and sustainability attributes can be found at Tarkett.Ecomedes.com Cradle to Cradle Cradle to Cradle Certified® validates the ecodesign approach based on five criteria: material health, product circularity, clean air and climate protection, water and soil stewardship, and social fairness. Each criterion is given a score from Basic to Platinum. Tarkett's certified products include: - ethos® Modular with Omnicoat TechnologyT"' - Cradle to Cradle Silver V3.1 - LinoFloor xf2TM - Cradle to Cradle Silver v3.1 - Rubber Tile Collection — Cradle to Cradle Bronze v3.1 - Baseworks Thermoset Rubber Wallbase — Cradle to Cradle Silver v3.1 �In addition to the above, many of Tarkett's adhesives + additives have earned Cradle to Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 Cradle Material Health Certificates including: 100 Clear Thin Spread Adhesive 901 Spraysmart Resilient Flooring Spray Adhesive, 905 Releasable Adhesive, 925 Resilient Flooring Adhesive, 926 Rubber Sheet & Vinyl Flooring Adhesive, 959 Vinyl Tile and Plank Adhesive,960 Wall Base Adhesive, 986 Terra Turf Adhesive, C-12E Pressure Sensitive Adhesive,C-56 Premium Floor Primer, C-EX Adhesive, Greenbond B-19 Broadloom Adhesive, Rollsmart Carbon Footprint + Science Based Targets Science Based Targets: Tarkett committed in 2021 to reducing its whole value chain emissions by 30% by 2030 compared to 2019, and submitted its short-term targets (Scope 1 & 2 and Scope 3) in February 2022 for review and approval by the Science -Based Target Initiative (SBTi). This represents a significant step change compared to Tarkett's previous objective, which was focused on its operational GHG emissions (Scope 1 & 2), as it now widens out to include its value chain emissions (Scope 3) related to the production of raw materials and to the endof- life treatment of its products. These so-called Scope 3 value chain emissions represent 90% of Tarkett's overall GHG emissions. Tarkett has published Product Specific EPDs for the below products: - ethos® Modular with Omnicoat TechnologyTH - Powerbond - Flex -Aire - Baseworks - Rubber Tile Collection - HO Product Range - Acczent Range - Even Plane - LinoFloor XPTM Transparency Material Health Statement: Tarkett developed, together with the EPEA, the Material Health Statement to help meet the building industry's need for more granular information, drive collaboration on sustainability and move ahead of regulation to go beyond compliance, providing clear, transparent information on the health and environmental profile of the materials in our products, including any potential risks. The MHS discloses ingredients down to 100 ppm - ethos® Modular with Omnicoat TechnologyTM - Baseworks - Rubber Tile Collection - HO Product Range - Acczent Range - Even Plane - LinoFloor xf2TM Declare Label: - ethos® Modular with Omnicoat TechnologyT"' - LinoFloor xf TM - Rubber Tile Collection Indoor Air Quality Since 2011, Tarkett has been a pioneer in developing flooring with low or ultra -low levels of Volatile Organic Compounds (VOC) emissions in nearly all of its product ranges. Tarkett offers products with total VOC emissions that are 10 to 100 times lower than the most stringent world standards. This effort had been recognized by several certifications: 99% of Tarkett's products (globally) are tested and comply with the appropriate VOC test. The testing scopes used are: - Floorscore Certification - CRI Green Label Plus - Greenguard Asthma + Allergy Certification: Tarkett North America offers and commercial flooring solutions that have been certified asthma & allergy friendly® by AAFA (all FiberFloor@ vinyl ranges as well as other products such as iD Inspiration®, Acczent, several laminated ranges, and a soft surface flooring with Powerbond® RS). For flooring to be certified asthma & allergy friendly®, AAFA's independent third -party testing must show that the floor is easily cleaned and has a low capacity for retaining allergens. The certification process involves testing not only the product itself, but also the installation method and recommended cleaning process as a complete system to ensure no harmful materials are introduced while installing or cleaning the floor. Asthma + Allergy Compliant Products Include: - iD Latitude - iQ collection - Acczent collection - Performa - Powerbond RS ReStart Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 Tarkett is committed to building a circular economy, notably through the collection and recycling of used flooring and sports surfaces. ReStart@ is Tarkett's flagship program for flooring waste collection. From 2010 — 2022 Tarkett (globally) has collected 115,000 tons. 86 Please identify whether Proposer is a minority, women, veteran owned business enterprise, a small business entity, or a labor surplus area firm. If so, please provide all certification forms. Additionally, please describe how Proposer may partner with these entities in performance of this contract. 87 What unique attributes does your company, your products, or your services offer to Sourcewell participating entities? What makes your proposed solutions unique in your industry as it applies to Sourcewell participating entities? Tarkett is classified as a large business and does not qualify for any minority owned status However, Tarkett does have a large network of dealer install partners who are certified small, woman, minority, veteran owned etc that can provide a tier 2 diversity spend in support of goals the participating agency may have. Please refer to Question 51 for that response as well: Tarkett brings knowledge of the built environment that allows us to speak with authority around flooring material selection, flooring materials acquisition/ownership and maintenance. In question 82 you can see the technological advances that Tarkett has made, these advances provide not only solutions to adverse flooring challenges for cost savings but also maximize return on investment through exceptional durability. Additionally, our solutions provide assurance that products members are sourcing are not only made sustainably made but are also recyclable at end of use/life. Powerbond - a hybrid resilient sheet flooring is a closed -cell cushion backing that is inseparable (cannot delaminate or separate) and offers an impermeable wall to wall moisture barrier. Six months after a school district's installation a flash flood generated a mud flow filling a number of classrooms with 6%8" of mud. After the district shoveled the mud and cold water extracted the Powerbond flooring it returned to new condition. The impermeable nature of the product kept the mud on the top surface without penetrating to the sub -floor. Four years later, the only way you can tell the rooms were filled with mud is the brown mud stain above the rubber base on the walls. Additionally, Tarkett Powerbond RS is now certified Asthma and Allery friendly, the world's first soft surface flooring to receive this designation. Tarkett's Solution SPECtrum provides coordinated colors, patterns and textures across product brands and platforms —for a seamless design throughout the building's floorplan. Designed to help members create unified experiences and more productive workspaces. The BrillianceSM Digital Color System from Tarkett is about so much more than color. It's about working more efficiently. Getting more done in the hours we have. Feel more confident in our material selections —all while working remotely. The system is designed to place everything you need at your fingertips —no matter where you happen to be working. Create palette boards, find sustainability information, and easily order samples —all in one virtual place. By getting the right color match every time, the tool reduces sample waste and shipping, helping us all design more responsibly and reduce our carbon footprint. We think that's pretty brilliant. Johnsonite rubber tile, stairwell management, wall base and accessories delivers a perfect ColorMatch@ without dye lots. This designer palette of 32 leading colors are scientifically precise and coordinated across multiple product categories with no dye lots... ever! Our rigorous manufacturing and quality standards enable you to confidently mix and match a color across all Johnsonite products - rubber and vinyl flooring products, wall base, stairwell management and finishing accessories. When you don't see the exact color you need, create it. Tarkett's custom coloring capabilities allow you to use the floor as your canvas. Johnsonite Stairwell Management with the industry's broadest offering of rubber and vinyl treads, nosings and accessories, Johnsonite's stairwell management system helps people move between floors safely and comfortably Custom Floor Design programs are used for more intricate and detailed designs. Designs are fabricated and shipped to the job site and inset by the flooring contractor. IMAGINATIONS/FLOOR ART may include but are not limited to logos, mascots, or images that are unique or repeated designs (animals, stars, flowers, etc.). Tarkett USA Inc.'s Imaginations program is a first in the flooring industry, and we are the only company to offer this unique service in those products. With our unique line of product platforms, you can use shape, color, and texture to design a floor that will help create an experience and communicate a brand message. Custom cutting can also be used in practical ways such as showing direction or dividing a space without using physical barriers. From start to finish, our designers and technicians will work to make your design vision a reality. Tarkett's YouTube channel (https://www.youtube.com/@TarkettContract) provides members with helpful videos on areas like customer testimonials, installation training, maintenance training and tips, product inspiration, and in-depth product information. IQ Optima (no wax sheet vinyl) is designed around the needs of education and healthcare facilities, iQ offers outstanding performance and the industry's lowest life cycle costs. In addition to extreme resistance to wear, stains, and abrasions in high -traffic areas; Tarkett's Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 proprietary iQ technology eliminates the need for refinishing over the life of the floor; a simple dry buffing restores floors to their original appearance. Explore the collection's soft, tonal visuals inspired by the beauty and resilience of natural stone. Special options for anti- static and anti -slip are also available. TechtonicTm Tarkett TechtonicTM is a protective polyurethane floor coating unlike any other, developed and tested by an international team whose goal was to provide our customers with superior surface protection. Our competitors boast about what they add to their surfaces' coatings. But those additives can increase the likelihood of ugly whitening when their product gets scratched. Because Techtonic doesn't include unnecessary composite materials, this matte finish offers a dramatically strong defense against scratches and scratch whitening, as well as abrasions, scuffs and stains —defending both your floors, and your peace of mind. Tarkett's vision is to continue to grow relationships that foster strategic sourcing and Sourcewell. We believe this makes us uniquely qualified to continue to grow Sourcewell and strategic sourcing. These are 3 examples of our thought leadership and collaboration: 1) A recent endeavor was to create the Healthy Building Summit for Public Sector entities. "Bringing together stakeholders around planning, design, construction, student/work life, sustainability, and maintenance to discuss what they learned in COVID was just the tip of the iceberg. The real emphasis was how we use what we learned and move into a collaborative consistency of co -creation fostering new pathways to see an earlier future where all learning spaces are considered healthy spaces". The urgency to have the Education Healthy Building Summit was driven by the growing amount of data that was collected through smart building technology, mental health data, and federal funding. This data exposed the demand for healthy buildings for all students. Several of these demands drove the initial conversation. Although indoor air quality and infection control were major drivers, this was not the only issue facing educational facilities around the country. Other drivers included: Neurodiversity and the recognition of a diverse student population requiring unique social -emotional learning strategies. Cognitive Loads and a clearer understanding of how acoustics and indoor air quality impact not only learning and productivity, but also our relationships. Biophilic Design and Daylight can both positively impact our stress levels (measured as heart rate variability, or HRV) and circadian rhythm. This in turn can lead to stronger brain function, boost feelings of happiness, decrease anxiety, and lower blood pressure. Funding Maintenance and deferred maintenance annual deficit crisis but also the impact that poorly maintained buildings have on poor indoor air quality and other health implications. 2) Tarkett's track record of commitment to Thought Leadership in the marketplace is well known. High performance buildings and schools use best -in -class materials like Tarkett's that can affect worker and student performance with better acoustics, better thermal values in space, better Indoor Air Quality (IAQ) and lower maintenance costs. Tarkett's long standing relationship with the Collaborative for High Performance Schools (CHPS) and with Tarkett's board seat has introduced the high-performance rating program to Sourcewell. This has led to discussions and an opportunity to create High Performance product offerings to K12 schools that can use best in class procurement sourcing (Sourcewell) and CHPS K12 building rating system for high performance facilities. The opportunity is an example of the thought leadership position Tarkett has in the market and the belief that strategic sourcing is a key to our success. Our hope is Tarkett's introduction will lead to a new chapter of great partnerships using great sourcing (CHPS, Sourcewell and Tarkett). The award of this RFP will continue to grow these relationships and others like it. 3) Another example of the Tarkett Sourcewell partnership dates to 2017 when the California Association of Business officers (CASBO) signed a formal endorsement of NJPA. "The CASBO/NJPA partnership is a formal endorsement of the NJPA competitive solicitation and contract award process," Schwartz said. "It also provides an effective and fully supported pathway for CASBO members to access procurement solutions through NJPA's contract awarded vendors." Tarkett (Tandus Centiva at that time) introduced and drove this endorsement with CASBO. Tarkett's longstanding relationships at CASBO brought this idea forward and help execute this endorsement. Sourcewell is now the Department of General Services (DGS) CMAS (California Multiple Award Schedule) contract. Tarkett and Sourcewell has benefited due to this work. The NJPA press release is attached for reference. We hope to continue our long and strong partnerships into the future. Table 14A: Warranty Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 upload section of your response in addition to responding to the questions below. Line Item Question Response* 88 Do your warranties cover all products, parts, and Yes, Tarkett products have varying commercial warranty time frames. labor? *Powerbond and modular tile are covered by a non -prorated Lifetime Limited Warranty *Broadloom and Woven styles offer a warranty of 10 to 20 years depending on backing selected. *Luxury vinyl tile and planks — we offer a range of LVT lines that offer various warranties including a 25 year, a 20 year and a 10 year. *Sheet Vinyl — depending on sheet vinyl line selected there are various warranties including 20 year, 15 year or 10 year warranty *Linoleum — 10 year *Vinyl Composition Tile — VCT carries a 10 year warranty *Rubber Products- 5 years *Wall base and accessories — 2 years *Labor provided by Source One Turnkey — 3 years You can search the full warranty details at https://commercial.tarkett.com/resou rce-center/specifications-warranties 89 Do your warranties impose usage restrictions or Yes, products must have been properly installed in accordance with Tarkett's other limitations that adversely affect coverage? published guideline and Tarkett adhesives must be used. Additionally, Limited or no coverage will be provided when: -Product has been improperly cleaned or damage caused by negligent or improper storage, handling or transportation. -Damage or deterioration caused by improper site conditions. -Incidental damage caused by other trades, resulting from inadequate protection during construction or renovation. You can search the full warranty details at https://commercial.tarkett.com/resou rce-center/specifications-warranties 90 Do your warranties cover the expense of Yes, products must have been properly installed in accordance with Tarkett's technicians' travel time and mileage to perform published guideline and Tarkett adhesives must be used. warranty repairs? Additionally, Limited or no coverage will be provided when: -Product has been improperly cleaned or damage caused by negligent or improper storage, handling or transportation. -Damage or deterioration caused by improper site conditions. -Incidental damage caused by other trades, resulting from inadequate protection during construction or renovation. You can search the full warranty details at https://commercial.tarkett.com/resou rce-center/specifications-warranties 91 Are there any geographic regions of the United Tarkett should not encounter any situation where a provider is not available. States or Canada (as applicable) for which you cannot provide a certified technician to perform warranty repairs? How will Sourcewell participating entities in these regions be provided service for warranty repair? 92 Will you cover warranty service for items made by Any products that Tarkett provides and does not manufacture will have the other manufacturers that are part of your proposal, warranty provided by that manufacturer. or are these warranties issues typically passed on to the original equipment manufacturer? Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 93 What are your proposed exchange and return Soft Surface Products: programs and policies? *Customer may cancel any portion of a purchase order for standard running line products, or the whole thereof, that have not been shipped subject to a restocking fee. *Material that has already been shipped may be returned only with prior written approval of an authorized Tarkett representative and may be subject to restocking fees and any return freight incurred. LVT Products: *Contour, Even Plane, Adaptt and Victory Series products are custom made and may not be canceled or returned. *Customer may cancel any portion of a purchase order for the Event Series products, or the whole thereof, that have not already been shipped, subject to a 30% restocking fee. *Products that have already been shipped may be returned only with prior written approval of an authorized Tarkett representative, and will be subject to a 30% restocking fees and any return freight incurred. Resilient Products: •Customer may cancel any portion of a purchase order for standard running line products, or the whole thereof, that have not been shipped subject to a restocking fee. *Material that has already been shipped may be returned only with prior written approval of an authorized Tarkett representative and may be subject to a minimum 25% restocking fees and any return freight incurred. NOTE: The Parties herein agree that there shall be no cancellation or return for any Custom product orders. 94 Describe any service contract options for the Tarkett is available to provide manufacturer lead maintenance and installation items included in your proposal. training to Sourcewell members at no cost to them. Additionally, Tarkett Source One Turnkey Services is able to provide some maintenance services (which are indicated on our labor price sheet). Should a member be in need of a more routine or comprehensive maintenance program, Tarkett is partnering with a third -party provider Solid Care. We have included the Solid Care fee schedule for participating agency to purchase these services directly from them. Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 Table 148: Performance Standards or Guarantees Describe in detail your performance standards or guarantees, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your performance materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Line Item Question Response 95 Describe any performance standards or All the Installation Partners working on Tarkett turnkey Source One projects are guarantees that apply to your services closely vetted, and we ensure they meet or exceed ASTM industry standards. We provide Powerbond training and certification to each of them, as well as having our certified Field Installation Managers onsite for any high -profile or challenging projects. And as the customer is contracting directly with Tarkett for materials and labor on turnkey projects, all work performed by Source One sub -contracted Installation Partners is guaranteed by Tarkett's 3-year labor warranty. A dedicated Source One Coordinator is constantly in contact with the installation team to ensure the project is managed in a timely fashion and addressing any issues that may come up throughout the process. For projects directly contracted with an approved dealer partner or floor care partner, that company warrants the installation or service provided. Tarkett prides itself in best - in -class relationships, these service providers are known for their professionalism. We would work with the end user to facilitate a solution with our partners. All our products have warranties that we will hold and administer. 96 Describe any service standards or The Account Coordinators for Tarkett Source One Department receive extensive guarantees that apply to your services training for several months before handling all aspects of projects on their own. (policies, metrics, KPIs, etc.) Each job follows a structured procedure to ensure all aspects of are covered and everything is processed according to our company policies, allowing us to meet the high standards we expect for excellent customer experience. At the close of every project, an NPS (Net Promoter Score) Survey is submitted to the customer contact we worked with AND to the installation team involved. NPS is a metric used to measure customer experience programs, such as ours, and helps to gauge overall satisfaction and loyalty to our business. The responses we receive allow us to address any concerns by creating KPI's and initiating projects for any issues that have been brought to our attention. In this way, we can find new and better ways to not only help the customer we've been in contact with; but ALL of our customers. We are extremely pleased with the results we've had for Source One in 2023 (Jan - May), with a response rate of 22% (national average is 12.4%) and an NPS score of 96 (national average ranges from 25 to 40). Exceptions to Terms, Conditions, or Specifications Form Only those IRroposeir Exceptions to Terms, Conditions, or Specifications that have Ibeein accepted by Sourcewell have been incorporated iinrto the contract Text. Documents Ensure your submission document(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided. 2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. 000uoignEnvelope ID: aoso41zo-6pAo-4001-9osnoanaea1za000 * Pribcinq'Tark»#GourcowoUCatalog for RFP0O1323pdf'Tuesday June 13.2O231218:5O * Financial Strength and Stability ' Table 7_52.Ta�o�Finanda|a��ment-pdf'FhdayJune O9.2O231O:3S:54 * 'K4a�e�ngGam�oo.zip'Monday June 12.2O2312:34:16 * VVK4BE/MBE/SBEorRelated Certificates (optional) * Warranty Information ' Table 14aVVamanty.zip'Friday June O8.202315:10:45 * Standard Transaction DocumenLSamples ' Standard dooumento.zip'Friday June U9.2O2315:45:5O * Reauested ExceDtions ' Table 15_97Terms ned|inao.doox'Friday June U9.2O231U:41:13 * Upload Additional Document 'Additiona| Dooumontezip' Monday June 12, 2023 08:02:30 Bid Number: RFP881323 Vendor Name: TarkettUSA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 Addenda, Terms and Conditions PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to bind the Proposer to this Affidavit and Assurance of Compliance: 1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in the jurisdiction of its residence. 2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for contract award. 3. The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal independently and the Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of this solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or competitiveness in connection with this solicitation. Additionally, if Proposer has worked with a consultant on the Proposal, the consultant (an individual or a company) has not assisted any other entity that has submitted or will submit a proposal for this solicitation. 4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists when a vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be, impaired. 5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this solicitation. 6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in accordance with the terms, conditions, and scope of a resulting contract. 7. The Proposer possesses, or will possess before delivering any equipment, products, or services, all applicable licenses or certifications necessary to deliver such equipment, products, or services under any resulting contract. 8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first -quality products and related services to Sourcewell Members under an awarded Contract. 9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 10. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals become public data. Minnesota Statutes Section 13.37 permits only certain narrowly defined data to be considered a "trade secret," and thus nonpublic data under Minnesota's Data Practices Act. 11. Proposer its employees, agents, and subcontractors are not: 1. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: https://www.treasuryaov/ofac/downloads/sdniist.pdf; 2. Included on the government -wide exclusions lists in the United States System for Award Management found at: https://sam.aov/SAM/; or 3. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. DocuSign Envelope ID: BDEC4126-6FAC-46D1-9053-DBOB9B12BOC8 by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation. ry By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - John Sumlin , VP, Education Strategic Accounts, Tarkett USA Inc. The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. r Yes a No The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document. Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda. I have reviewed the File Name below addendum and pages attachments (if applicable) Addendum _7_RFP_061323_Flooring Fri June 2 2023 03:02 PM Addend um_6_RFP 061323_Flooring Tue May 30 2023 03:03 PM Addend um_5_RFP_061323_Flooring Tue May 23 2023 03:08 PM Addend um_4_RFP 061323_Flooring Thu May 18 2023 01:36 PM Addend um_3_RFP_061323_Flooring Wed May 17 2023 04:25 PM Addend um_2_RFP 061323_Flooring Tue May 16 2023 03:20 PM Addend um_1_RFP_061323_Flooring Tue May 9 2023 09:07 AM Bid Number: RFP 061323 Vendor Name: Tarkett USA Inc. "��,jk¢4ME W�. 0 Y Soumewell RFP #061323 REQUEST FOR PROPOSALS for Flooring Materials with Related Supplies and Services Proposal Due Date: June 13, 2023, 4:30 p.m., Central Time Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Flooring Materials with Related Supplies and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal[https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 13, 2023, at 4:30 p.m. Central Time, and late proposals will not be considered. SOLICITATION SCHEDULE Public Notice of RFP Published: Pre -proposal Conference Question Submission Deadline Proposal Due Date: Opening: Rev. 3/2022 April 25, 2023 May 17, 2023, 10:00 a.m., Central Time June 5, 2023, 4:30 p.m., Central Time June 13, 2023, 4:30 p.m., Central Time Late responses will not be considered. June 13, 2023, 6:30 p.m., Central Time See RFP Section V.G. "Opening" Sourcewell RFP #061323 Flooring Materials with Related Supplies and Services Page 1 �d :%1911 lFfell].11111] WiTI 4 N 4 A. SOURCEWELL Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ participating entities across the United States and Canada. Sourcewell's solicitation process complies with State of Minnesota law and policies, conforms to Canadian trade agreements (including Canadian Free Trade Agreement, Ontario -Quebec Trade and Cooperation Agreement, and Canada -European Union Comprehensive Economic and Trade Agreement, as applicable), and results in cooperative purchasing solutions from which Sourcewell's Participating Entities procure equipment, products, and services. Cooperative purchasing provides participating entities and suppliers increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings. At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted suppliers' potential pool of end users. Sourcewell uses a website-based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted. B. USE OF RESULTING CONTRACTS In the United States, Sourcewell's contracts are available for use by: • Federal and state government entities'; • Cities, towns, and counties/parishes; • Education service cooperatives; • K-12 and higher education entities; • Tribal government entities; • Some nonprofit entities; and • Other public entities. In Canada, Sourcewell's contracts are available for use by: • Provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies; • Indigenous self-governing bodies; • Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly funded academic, health, and social service 1 Pursuant to HAR §3-128-2, the State of Hawaii, Department of Accounting and General Services, State Procurement Office, on behalf of the State of Hawaii and participating jurisdictions, has provided notice of its Intent to Participate in the solicitation as a participating entity. Rev. 3/2022 Sourcewell RFP #061323 Flooring Materials with Related Supplies and Services Page 2 entities referred to as MASH sector (this should be construed to include but not be limited to the Cities of Calgary, Edmonton, Toronto, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities; • Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest; and • Members of the Canoe procurement group of Canada, and their partner associations: Canoe members are regional, local, district or other forms of municipal government, school boards, publicly -funded academic, health and social service entities in Alberta and across Canada, as well as any corporation or entity owned or controlled by one or more of the preceding entities — as well as partner associations, including Saskatchewan Association of Rural Municipalities, Association of Manitoba Municipalities, Local Authorities Services/Association of Municipalities Ontario, Nova Scotia Federation of Municipalities, Federation of Prince Edward Island Municipalities, Municipalities Newfoundland Labrador, Union of New Brunswick Municipalities, North West Territories Association of Communities, Civiclnfo BC, and their members. For a listing of current United States and Canadian Participating Entities visit Sourcewell's website (note: there is a tab for each country): https://www.sourcewell-mn.gov/sourcewell-for- vendors/agency-locator. Participating Entities typically access contracted equipment, products, or services through a purchase order issued directly to the contracted supplier. A Participating Entity may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources. To meet Participating Entities' needs, Sourcewell broadly publishes public notice of all solicitation opportunities, including this RFP. In addition, where applicable, other purchasing cooperatives and procurement officials receive notice and are encouraged to re -post the solicitation opportunity. Proof of publication will be available at the conclusion of the solicitation process. II. SOLICITATION DETAILS A. SOLUTIONS -BASED SOLICITATION This RFP and contract award process is a solutions -based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards. Rev. 3/2022 Sourcewell RFP #061323 Flooring Materials with Related Supplies and Services Page 3 B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICES It is expected that proposers will offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, a school district, or a regional cooperative. 1. Sourcewell is seeking proposals for Flooring Materials with Related Supplies and Services, that include, but are not limited to the following types of flooring solutions; a. Resilient; b. Ceramic; c. Porcelain Tile; d. Wood; e. Hardwood; f. Laminate; g. Rubber; h. Vinyl; i. Broadloom carpet; j. Carpet Tile; k. Epoxy; I. Flooring hybrids; m. Floor mats; n. Rugs; o. Supplies related to the removal, installation, maintenance, restoration, and cleaning of flooring materials complementary to the offering above (a. — n); and, p. Services related to the design services, removal, installation, maintenance, restoration and cleaning of flooring materials complementary to the offering above (a. — n.). Proposers may include related equipment, accessories, supplies and services to the extent that these solutions are ancillary or complementary to the equipment, products, or services being proposed. 2. The primary focus of this solicitation is on Flooring Materials with Related Supplies and Services. This solicitation should NOT be construed to include a services -only solutions. 3. This solicitation does not include those equipment, products, or services covered under categories included in pending or planned Sourcewell solicitations, or in contracts currently maintained by Sourcewell, identified below: a. Athletic Surfaces with Installation, Related Equipment, Materials, and Services (RFP #031022); and, b. Artificial Turf and Tracks with Installation, Related Equipment, Materials, and Supplies (RFP #031622). Rev. 3/2022 Sourcewell RFP #061323 Flooring Materials with Related Supplies and Services Page 4 Generally, the solutions for Participating Entities are turn -key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment -only or products -only solutions may be appropriate for situations where Participating Entities possess the ability, either in-house or through local third - party contractors, to properly install and bring to operation the equipment or products being proposed. Sourcewell prefers suppliers that provide a sole source of responsibility for the equipment, products, and services provided under a resulting contract. If proposer is including the equipment, products, and services of its subsidiary entities, the proposer must also identify all included subsidiaries in its proposal. If proposer requires the use of distributors, dealers, resellers, or subcontractors to provide the equipment, products, or services, the proposal must address how the equipment, products or services will be provided to Participating Entities, and describe the network of distributors, dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract. Sourcewell encourages suppliers to offer the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities. C. REQUIREMENTS It is expected that proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Participating Entities. 1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes. 2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services. 3. New Equipment and Products. Proposed equipment and products must be for new, current model; however, proposer may offer certain close-out equipment or products if it is specifically noted in the Pricing proposal. 4. Delivered and operational. Unless clearly noted in the proposal, equipment and products must be delivered to the Participating Entity as operational. 5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better. D. PROSPECTIVE CONTRACT TERM The term of any resulting contract(s) awarded by Sourcewell under this solicitation will be four years. Sourcewell and supplier may agree to up to three additional one-year extensions based on the best interests of Sourcewell and its Participating Entities. Sourcewell retains the right to Rev. 3/2022 Sourcewell RFP #061323 Flooring Materials with Related Supplies and Services Page 5 consider additional extensions beyond seven years as required under exceptional circumstances. ESTIMATED CONTRACT VALUE AND USAGE Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD $60 Million; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed. MARKETING PLAN Proposer's sales force will be the primary source of communication with Participating Entities. The proposer's Marketing Plan should demonstrate proposer's ability to deploy a sales force or dealer network to Participating Entities, as well as proposer's sales and service capabilities. It is expected that proposer will promote and market any contract award. G. ADDITIONAL CONSIDERATIONS 1. Contracts will be awarded to proposers able to best meet the need of Participating Entities. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP. 2. A proposer may submit only one proposal. If related, affiliated, or subsidiary entities elect to submit separate proposals, rather than a single parent -entity proposal, each such proposal must be prepared independently and without cooperation, collaboration, or collusion. 3. If a proposer works with a consultant on its proposal, the consultant (an individual or company) may not assist any other entity with a proposal for this solicitation. 4. Proposers should include all relevant information in its proposal, since Sourcewell cannot consider information that is not included in the proposal. Sourcewell reserves the right to verify proposer's information and may request clarification from a proposer, including samples of the proposed equipment or products. 5. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Participating Entities. Awards may be based on a subcategory. 6. A proposer's documented negative past performance with Sourcewell or its Participating Entities occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal. Rev. 3/2022 Sourcewell RFP #061323 Flooring Materials with Related Supplies and Services Page 6 A. REQUIREMENTS All proposed pricing must be: 1. Either Line -Item Pricing or Percentage Discount from Catalog Pricing, or a combination of these: a. Line -item Pricing is pricing based on each individual product or services. Each line must indicate the proposer's published "List Price," as well as the "Contract Price." b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a published Manufacturer's Suggested Retail Price (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any contract resulting from this RFP. 2. The proposer's not to exceed price. A not to exceed price is the highest price for which equipment, products, or services may be billed to a Participating Entity. However, it is permissible for suppliers to sell at a price that is lower than the contracted price. 3. Stated in U.S. and Canadian dollars (as applicable). 4. Clearly understandable, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Participating Entity's location). Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandatory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to the proposer. Additionally, proposers should clearly describe any unique distribution and/or delivery methods or options offered in the proposal. B. ADMINISTRATIVE FEES Proposers awarded a contract are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts. The administrative fee is normally calculated as a percentage of the total sales to Participating Entities for all contracted equipment, products, or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative. IV. CONTRACT Proposers awarded a contract will be required to execute a contract with Sourcewell (see attached template). Only those modifications the proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Rev. 3/2022 Sourcewell RFP #061323 Flooring Materials with Related Supplies and Services Page 7 Minnesota law may result in the proposal being disqualified from further review and evaluation. To request a modification to the template Contract, a proposer must submit the Exceptions to Terms, Conditions, or Specifications table with its proposal. Only those exceptions noted at the time of the proposal submission will be considered. Exceptions must: 1. Clearly identify the affected article and section. 2. Clearly note the requested modification; and as applicable, provide requested alternative language. Unclear requests will be automatically denied. Only those exceptions that have been accepted by Sourcewell will be included in the contract document provided to the awarded supplier for signature. If a proposer receives a contract award resulting from this solicitation it will have up to 30 days to sign and return the contract. After that time, at Sourcewell's sole discretion, the contract award may be revoked. V. RFP PROCESS A. PRE -PROPOSAL CONFERENCE Sourcewell will hold an optional, non -mandatory pre -proposal conference via webcast on the date and time noted in the Solicitation Schedule for this RFP and on the Sourcewell Procurement Portal. The purpose of this conference is to allow potential proposers to ask questions regarding this RFP and Sourcewell's competitive contracting process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Vendor Account. Pre -proposal conference attendance is optional. B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION All questions regarding this RFP must be submitted through the Sourcewell Procurement Portal. The deadline for submission of questions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions. All questions, whether specific to a proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline. Rev. 3/2022 Sourcewell RFP #061323 Flooring Materials with Related Supplies and Services Page 8 [: TAI7I7:11►1 Z1 Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda. Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the proposer by checking the box for each addendum. It is the responsibility of the proposer to check for any addenda that may have been issued up to the solicitation due date and time. If an addendum is issued after a proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the proposer's proposal status to INCOMPLETE. The proposer can view this status change in the "MY BIDS" section of the Sourcewell Procurement Portal Vendor Account. The proposer is solely responsible to check the "MY BIDS" section of the Sourcewell Procurement Portal Vendor Account periodically after submitting its proposal (and up to the Proposal Due Date). If the proposer's proposal status has changed to INCOMPLETE, the proposer is solely responsible to: i) make any required adjustments to its proposal; ii) acknowledge the addenda; and iii) ensure the re -submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above. D. PROPOSAL SUBMISSION Proposer's complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Late proposals will not be considered. It is the proposer's sole responsibility to ensure that the proposal is received on time. It is recommended that proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The time and date that a proposal is received by Sourcewell is solely determined by the Sourcewell Procurement Portal web clock. In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to 24 hours to respond to certain issues. Upon successful submission of a proposal, the Sourcewell Procurement Portal will automatically generate a confirmation email to the proposer. If the proposer does not receive a confirmation email, contact Sourcewell's support provider at support@ bidsandtenders.ca. Rev. 3/2022 Sourcewell RFP #061323 Flooring Materials with Related Supplies and Services Page 9 To ensure receipt of the latest information and updates via email regarding this solicitation, or if the proposer has obtained this solicitation document from a third party, the onus is on the proposer to create a Sourcewell Procurement Portal Vendor Account and register for this solicitation opportunity. Within the Sourcewell Procurement Portal, all proposals must be digitally acknowledged by an authorized representative of the proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the proposer to remedies available by law. E. GENERAL PROPOSAL REQUIREMENTS Proposals must be: • In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected. • Complete. A proposal will be rejected if it is conditional or incomplete. • Submitted in English. • Valid and irrevocable for 90 days following the Proposal Due Date. Any and all costs incurred in responding to this RFP will be borne by the proposer. PROPOSAL WITHDRAWAL Prior to the proposal deadline, a proposer may withdraw its proposal. [CWi]»0110[el The Opening of proposals will be conducted electronically through the Sourcewell Procurement Portal. A list of all proposers will be made publicly available in the Sourcewell Procurement Portal after the Proposal Due Date, but no later than the Opening time listed in the Solicitation Schedule. To view the list of proposers, verify that the Sourcewell Procurement Portal opportunities list search is set to "All" or "Closed." The solicitation status will automatically change to "Closed" after the Proposal Due Date and Time. VI. EVALUATION AND AWARD A. EVALUATION It is the intent of Sourcewell to award one or more contracts to responsive and responsible proposers offering the best overall quality, selection of equipment, products, and services, and Rev. 3/2022 Sourcewell RFP #061323 Flooring Materials with Related Supplies and Services Page 10 price that meet the commonly requested specifications of Sourcewell and its Participating Entities. The award(s) will be limited to the number of proposers that Sourcewell determines is necessary to meet the needs of its Participating Entities. Factors to be considered in determining the number of contracts to be awarded in any category may include the following: • Total evaluation scores (giving consideration to natural breaks in the scoring of responsive proposals); • The number and geographic location of highest -scoring proposers that offer: o A comprehensive selection of the requested equipment, products, or services; o A sales and service network ensuring availability and coverage for Participating Entities' use; and o Other attributes of the proposer or contents of its proposal that assist Participating Entities in achieving environmental and social requirements, and goals. Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell has any knowledge about a specific supplier or product. B. AWARD(S) Award(s) will be made to the highest -scoring proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP. Sourcewell may request written clarification of a proposal at any time during the evaluation process. Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (a copy is available in the Sourcewell Procurement Portal): Conformance to RFP Requirements 50 Financial Viability and Marketplace Success 75 Ability to Sell and Deliver Service 100 Marketing Plan 50 Value Added Attributes 75 Warranty 50 Depth and Breadth of Offered Equipment, Products, or Services 200 Pricing 400 TOTAL POINTS 1000 C. PROTESTS OF AWARDS Any protest made under this RFP by a proposer must be in writing, addressed to Sourcewell's Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O. Rev. 3/2022 Sourcewell RFP #061323 Flooring Materials with Related Supplies and Services Page 11 Box 219, Staples, MN 56479. All documents that comprise the complete protest package must be received, and time stamped at the Sourcewell office by 4:30 p.m., Central Time, no later than 10 calendar days following Sourcewell's notice of contract award(s) or non -award. and must be time stamped by Sourcewell no later than 4:30 p.m., Central Time. A protest must allege a procedural, technical, or legal defect, with supporting documentation. A protest that merely requests a re-evaluation of a proposal's content will not be entertained A protest must include the following items: • The name, address, and telephone number of the protester; • Identification of the solicitation by RFP number; • A precise statement of the relevant facts; • Identification of the alleged procedural, technical, or legal defect; • Analysis of the basis for the protest; • Any additional supporting documentation; • The original signature of the protester or its representative; and • Protest bond in the amount of $20,000 (except where prohibited by law or treaty). Protests that do not address these elements will not be reviewed. D. RIGHTS RESERVED This RFP does not commit Sourcewell to award any contract, and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the proposer may be rejected. Sourcewell reserves the right to: • Modify or cancel this RFP at any time; • Reject any and all proposals received; • Reject proposals that do not comply with the provisions of this RFP; • Select, for contracts or for discussion, a proposal other than that with the lowest cost; • Independently verify any information provided in a proposal; • Disqualify any proposer that does not meet the requirements of this RFP, is debarred or suspended by the United States or Canada, State of Minnesota, Participating Entity's state or province; has an officer, or other key personnel, who have been charged with a serious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect; • Waive or modify any informalities, irregularities, or inconsistencies in the proposals received; • Clarify any part of a proposal and discuss any aspect of the proposal with any proposer; and negotiate with more than one proposer; • Award a contract if only one responsive proposal is received if it is in the best interest of Participating Entities; and Rev. 3/2022 Sourcewell RFP #061323 Flooring Materials with Related Supplies and Services Page 12 • Award a contract to one or more proposers if it is in the best interest of Participating Entities. DISPOSITION OF PROPOSALS All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell considers that negotiations are complete upon execution of a resulting contract. It is the proposer's responsibility to clearly identify any data submitted that it considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law. Sourcewell may reject proposals that are marked confidential or nonpublic, either substantially or in their entirety. Sourcewell will not consider the prices submitted by the proposer to be confidential, proprietary, or trade secret materials. Financial information, including financial statements, provided by a proposer is not considered trade secret under the statutory definition. Rev. 3/2022 Sourcewell RFP #061323 Flooring Materials with Related Supplies and Services Page 13 Sourcewell III 05/09/2023 Addendum No. 1 Solicitation Number: RFP 061323 Solicitation Name: Flooring Materials, with Related Supplies and Services Consider the following Question and Answer to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Referencing Table 14B Line Item 95, "Describe any performance standards or guarantees that apply to your services". Is "services" intended to mean Installation Services or Warranty Services? Answer 1: Table 14A affords a proposer the opportunity to describe their warranty program and coverages. Table 14B is intended to allow a proposer to describe any performance standards or guarantees associated with any services offered as part of their proposal. End of Addendum Acknowledgement of this Addendum to RFP 061323 posted to the Sourcewell Procurement Portal on 05/09/2023, is required at the time of proposal submittal. Sourcewell III 05/16/2023 Addendum No. 2 Solicitation Number: RFP 061323 Solicitation Name: Flooring Materials, with Related Supplies and Services Consider the following Question and Answer to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Will the pre -proposal conference be recorded? Answer 1: A copy of the presentation slides for the Sourcewell pre -proposal conference will be made available to all registered vendors after the completion of the webcast. In addition, assuming no technical difficulties, a link to a recording of the webcast will be shared and posted within the RFP's "Bid Documents" section on the Sourcewell Procurement Portal. End of Addendum Acknowledgement of this Addendum to RFP 061323 posted to the Sourcewell Procurement Portal on 05/16/2023, is required at the time of proposal submittal. Sourcewell III 05/17/2023 Addendum No. 3 Solicitation Number: RFP 061323 Solicitation Name: Flooring Materials, with Related Supplies and Services Consider the following Question and Answer to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Table 213: Indicate below if the listed products or services are offered within your proposal. Provide additional comments in the text box provided, as necessary. Where is the text box or how do we add a box to provide additional comments. Answer 1: The text box was not appearing due to a system setting oversight and has since been corrected. End of Addendum Acknowledgement of this Addendum to RFP 061323 posted to the Sourcewell Procurement Portal on 05/17/2023, is required at the time of proposal submittal. Sourcewell III 05/18/2023 Addendum No. 4 Solicitation Number: RFP 061323 Solicitation Name: Flooring Materials, with Related Supplies and Services Consider the following Questions and Answers to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: What is the expected delivery timeframe after a PO is issued? Answer 1: Sourcewell utilizes a competitive, solutions -based solicitation approach that is not based on detailed specifications, finite quantities, or pre -determined locations. Sourcewell participating entities include thousands of public agencies located in the United States and Canada. There is no estimate of participating entity use by service type or category. Question 2: Can you elaborate on the marketing plan? It is unclear to me to whom my firm will be promoting and marketing our services/goods, and what such promotional activities might look like. Answer 2: Refer to RFP Section II. F. — Marketing Plan for guidance on the marketing plan requirements. Each proposer, in its discretion, will determine the content of its marketing plan. The solicitation is a competitive process and proposals will be evaluated on the content submitted. Question 3: If my company does not have a CAGE code or a Unique Entity Identifier (SAM), only a Federal Employer Identification Number (FEIN), are we allowed to participate in the RFP? Answer 3: A CAGE or Unique Entity Identifier (SAM) code is not required to be considered for or awarded a Sourcewell contract. Proposals are evaluated based on the criteria as stated in the RFP. Refer to the General Instructions above Questionnaire Table 1— "...respond "N/A" if the question does not apply to you (preferably with an explanation)." End of Addendum Acknowledgement of this Addendum to RFP 061323 posted to the Sourcewell Procurement Portal on 05/18/2023, is required at the time of proposal submittal. Sourcewell 05/23/2023 Addendum No. 5 Solicitation Number: RFP 061323 Solicitation Name: Flooring Materials, with Related Supplies and Services Consider the following Question and Answer to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Referencing Table 7 Line Item 51: When asking about our company's expectations in the event of an award, what are you really referring to? Answer 1: In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. It is left to the discretion of each proposer to determine their internal expectations should they be awarded a contract. End of Addendum Acknowledgement of this Addendum to RFP 061323 posted to the Sourcewell Procurement Portal on 05/23/2023, is required at the time of proposal submittal. Sourcewell 05/30/2023 Addendum No. 6 Solicitation Number: RFP 061323 Solicitation Name: Flooring Materials with Related Supplies and Services Consider the following Addendum to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. RFP Addendum: The provider that services the Sourcewell Procurement Portal rescheduled a production release of their application. Due to this update, the Sourcewell Procurement Portal will be inaccessible during the release night of June 12, 2023 from 7:00 pm to 12:00am (EST). The remainder of the RFP content and the solicitation schedule remains unchanged. End of Addendum Acknowledgement of this Addendum to RFP 061323 posted to the Sourcewell Procurement Portal on 05/30/2023, is required at the time of proposal submittal. Sourcewell 06/02/2023 Addendum No. 7 Solicitation Number: RFP 061323 Solicitation Name: Flooring Materials, with Related Supplies and Services Consider the following Question and Answer to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Item 97: To identify any exception, or to request any modification, to Sourcewell standard Contract terms, conditions, or specifications, a Proposer must submit the proposed exception(s) or requested modification(s) via redline in the Contract Template provided in the "Bid Documents" section. Proposer must upload the redline in the "Requested Exceptions" upload field. All exceptions and/or proposed modifications are subject to review and approval by Sourcewell and will not automatically be included in the Contract. Where do we find this Contract Template? Additionally, where do we locate the standard contract terms and conditions? Answer 1: The Contract Template is available for download (as well as the RFP) on the Bid Details page of the Sourcewell Procurement portal. The Contract Template contains the standard contract terms and conditions. End of Addendum Acknowledgement of this Addendum to RFP 061323 posted to the Sourcewell Procurement Portal on 06/02/2023, is required at the time of proposal submittal. The New York State Contract Reporter NYS' official source of contracting opportunities Bringing business and government together Title: Flooring Materials with Related Supplies and Services Agency: Sourcewell Division: Procurement Department Contract Number: 061323 CR Number: 2097504 Contract Term: 4 years Date of Issue: 04/25/2023 Due Date/Time: 06/13/2023 4:30 PM Central Time County(ies): All NYS counties This document printed Tuesday, 04/25/2023 Classification: Construction Vertical: Building Construction; Rehabilitation & New Construction - Commodities Opportunity Type: General Entered By: Tara Wolff Description: Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Flooring Materials with Related Supplies and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal .sourcewell-mn.9-ov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 13, 2023, at 4:30 p.m. Central Time, and late proposals will not be considered. Service -Disabled Veteran -Owned Set Aside: No Business entities awarded an identical or substantially similar procurement contract within the past five years: Bentley Mills, Inc. Interface Americas, Inc. I<amclean International, LLC 1 of 5 Mannington Mills, Inc. Mohawk Carpet Distribution, Inc. Shaw Industries, Inc. Tarkett USA, Inc. 2 of 5 Contact Information Primary contact: Sourcewell Procurement Department Tara Wolff Procurement Manager 20212th Street NE P.O. Box 219 Staples, MN 56479 United States Ph: 218-541-5362 rfposourcewell-mn.gov Submit to contact: Sourcewell Procurement Department Tara Wolff Procurement Manager 20212th Street NE P.O. Box 219 Staples, MN 56479 United States Ph: 218-541-5362 rfpo, sourcewell-mn.gov 3 of 5 Bid Results Bid Results have not been entered 4 of 5 Awards Awards have not been entered © 2023, Empire State Development http://www.esd.ny.gov/ 5 of 5 Daily Journal of Commerce 11 NE Martin Luther King Jr Blvd. Portland, OR, 97232 Phone: 503-226-1311 Fax: 503-222-5358 Affidavit of Publication To: Sourcewell - Carol Jackson Po Box 219 Staples, MN, 564790219 Re: Legal Notice 2497782 State of OR } } SS: County of Multnomah } I, Nick Bjork, being duly sworn, depose and say that I am the Publisher of the Daily Journal of Commerce, a newspaper of general circulation in the counties of CLACKAMAS, MULTNOMAH, and WASHINGTON as defined by ORS 193.101 and 193.020, published in Portland in the aforesaid County and State; that I know from my personal knowledge that the notice described as: SOURCEWELL a printed copy of which is hereto annexed, was published in the entire issue of said newspaper 1 time(s) in the following issues: 04/26/2023. State of Oregon County of Multnomah SEE EXHIBIT A SIGNED OR ATTESTED BEFORE ME ON 2nd day of May 2023 By: 41.'A Nick Bjork By: State of Oregon Notary Public, State of OR No. 1031542 My commission expires on December 5, 2026 OFFICIAL STAMP IC ELLE ANNE ROPP N0"rA,RY PUBU ()RE:GON �SKAE' AESD C MBERt o20 Page 1 of 2 EXHIBIT A SOURCIEWELL FLOORING MATERIALS WITH RELATED SUPPLIES AND SERVICES Piroplo,saills, due 4,30 pm, June 13,2023 REOUEST IFOR PROPOSALS Sourcewok a State of Krinesata local government unit and service 000para�, l;ivo, vs requesting proposais for Floor- irig Materials with IHelatixl Supplijeg tar' di SeNtes, to result in a ciontfacll'ung SOW- ti0r) fOl' use by its Participating Entities. Source,evoll Participalinq Entifties nnclluda thousands of g(xverni,noinial, rii�� -or , )1h, ed K-12' Oducatilon, rionprofl, trillml government, and cytheir lliUbk agenci,es located in the United States and Canada. A full copy of Me Request for Proposals, ,c an bo lou nd w the Soumewoil IP roco ia. ftleint P(11081 P' i V(°�: Canty Pir.)Osals �WIOITAttevd thFOIL,Igh the Sourcewell Procurement Porial Mil be considered. Proposallis are due no inter than June 13, 2023, at 410 p.m- C:pmral'Timie, mtO lalp, piroposals wifl Pijl�Ok,hi�,rj Apn 2r�, 2023, 2497782 Page 2 of 2 POBox 631G43Cincinnati, 8H45263-lG49 The Oklahoman 5ourcewdi So«rcowcU P0BOX 2|9 STAPLES MN 56479 The Oklahoman, adaily newspaper ofgeneral circulation inthe State ofOklahoma, and which ieedaily newspaper published in Oklahoma County and having paid general circulation therein; published and personal knowledge ofthe facts herein state and that the notice hereto annexed was Published insaid newspapers |nthe issues dated on: 04/25/2023.0502/2023 and that the fees charged are legal. Sworn to and subscribed before on 05/02/2023 Notai-y, State of W I, County off3rown My corny-nision expires Publication Cost: $4025 Order No: 8732049 #ofCopies: Customer No: 727098 � TIlTS V�,,; NO7 A N �NNFVC)l(.F! Please a"muuse this jo,m lrvn,mn',mnmo.0 �Sourcewell, a State of ,Minnesota local govern- iment unit and service tooperative, is requesting ,Proposals for Flooring !Materials with Related Supplies and Services to iresult in a contracting isolution for use by its, '�'Sourcewell Participating : Entities include thousands, of governmental, higher Ii education, K-12 education, !nonprofit, tribal govern- ment, and other public' agencies located in the ;United States and lRequest for Proposals cani be found on the Sourcewell Procurement lPortal W11111111110 INS Page of 1 AFFIDAVIT OF PUBLICATION Account # Order Number Identification Order PO Amount Cols Depth 34474 411983 Print Legal Ad-IPL01194760 - IPLO119476 $157.13 1 18 L Attention: Carol Jackson SOURCEWELL PO BOX 219 carol.jackson@sourcewelI-mn.gov REQUEST FOR PROPOSALS Sourcewell, a State of Minnesota local gov- erFlment -unit-and-seeAce-cooperative,-ie----------------------------------------------------- requesting proposals for Flooring Mate- rials with Related Supplies and Ser- vices to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 ed- ucation, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Re- quest for Proposals can be found on the Sourcewell Procurement Portal [https://pro- portal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procure- ment Portal will be considered. Proposals are due no later than June 13, 2023, at 4:30 p.m. Central Time, and late proposals will not be considered. IPLO119476 Apr25 2023 State of South Carolina County of Richland I, Tara Pennington, makes oath that the advertisment, was published in The State, a newspaper published in the City of Columbia, State and County aforesaid, in the issue(s) of 1 insertion(s) published on: 04/25/23 r Tara Pennington Sworn to and subscribed before me this 24th day of April in the year of 2023 e , 4ter Notary Public in and for the state of Texas, residing in Dallas County TEPHAIE1-ATCHER *a *= My Notary} 10 # 13 5 'Exp'tires JRanuary 14, 20.26 C Errors- the/iabi/ityofthepub/isheronaccountoferrors inor omissions fromanyaduertisement w101nno wayexceed the amountofthe charge for thespace occupiedbythe Item in error, and then only for the first incorrect insertion " Extra charge for lost or duplicate affidavits. Legal document please do not destroy! 6A IIIIII TUESDAY APRIL 25, 2023 IIIIII USA TODAY New study links sugary drinks to early death in some people Adrianna Rodriguez USA TODAY Americans may want to think twice about reaching for that cool glass of lemonade this summer after a study published last week found sugary drinks may be linked to an increased risk of heart disease and death in cer- tain people. Researchers from Harvard T.H. Chan School of Public Health studied more than 12,000 participants diagnosed with Type 2 diabetes and reported how often they consumed such sugar -sweet- ened drinks as soda, fruit punch and lemonade. They found people with Type 2 dia- betes who regularly drank sugar -sweet- ened beverages had a higher risk of de- veloping cardiovascular disease or dy- ing prematurely compared with those who consumed other drinks, according to the report published Thursday in the peer -reviewed journal The BMJ. More than 37 million Americans have diabetes, according to the Centers for Disease Control and Prevention, and it's estimated that up to 95% of them have Type 2 diabetes. "This adds to a growing body of re- search," said Marion Nestle, an emeritus professor of nutrition and food studies at New York University. Although "it's a message to people with diabetes to try to switch drinks that don't have any cal - Gene therapy Continued from Page 1A destroying nerve cells in the brain and spinal cord. The child rapidly deterio- rates and usually dies by age 3. The trial, which USA TODAY wrote about in 2021 as part of a series on rare diseases, offered them a different vision of the future, even though the result wasn't what they dreamed of. "We are heartbroken, but also we realize within ourselves that the battle was lost long ago, not now," Alissa's fa- ther said in a video conversation a week after her funeral. "It's hard to say, but it was for the best for her in the end." ories or sugars in them. It's good advice for everybody." What sugary drinks are bad for you? The report included data from 1980 to 2018 and is among the first large-scale studies to examine links between death or disease and beverages among people with Type 2 diabetes, study authors say. Sugar -sweetened beverages that were reported included caffeinated and caffeine -free colas, and non -carbonat- ed drinks like fruit punches, lemonade and fruit drinks like orange, apple and grapefruit, according to the study. Researchers found each serving of one of these drinks was associated with 8% higher risk of all -cause mortality among people with Type 2 diabetes. The recommended daily intake of sugar should be no more than 10% of the calories consumed, Nestle said, which is about 50 grams a day. Sugar vs. artificial sweetener The study also found that switching out sugar -sweetened beverages with one that was artificially sweetened was associated with an 8% lower risk of all - cause death and a 15% lower risk of death related to heart disease. But more studies have been raising the concern about sugar substitutes, Alissa Feldborg had a rare disease that triggered seizures and other problems. 24K-PRODUCTION/GETTYIMAGES `Be picky': Replacing sugary drinl Researchers found replacing one serving of a sug coffee, tea, low -fat cow's milk or plain water led t The risk associated with all -cause And mortality was lower with the deat following drinks: lowe • 18% for coffee a 20` • 16% for tea a 24' * 12% for low -fat cow's milk 019, * 16% for plain water a 20' "People living with diabetes should be picky abOL hydrated," said lead author Qi Sun, associated prc nutrition and epidemiology at Harvard T.H. Chan "Switching from sugar -sweetened beverages to f• health benefits." both artificial and natural. Though they're considered safe by federal regu- lators, they're not necessarily consid- ered healthy, and the long-term effects of sugar substitutes are largely un- known. "They can stop the degeneration, but they cannot heal what is broken," Feld- borg said of the scientists. The couple's one regret is that they couldn't convince the FDA to be less cautious about the therapy. Earlier treatment and a higher dose might have led to a different outcome, Feld- borg and Rokina said. They would hap- pily have faced the risk of a brain hem- orrhage for the possibility of a better outcome. "If we could have changed anything, we would have shouted loud enough for FDA to hear us! Risk is a necessary part of progress Medicine advances in fits and starts w i a r. aw A 1 u 44 Y RAIWWV44 ,. 56 i CL vd$ 0 sJ sS a Gh 415 GL t J B Cs: ° U v , ." ., c u .z .... .. x v. ...., x z .... 9 .,. , IIM, " I leek I c.rgou't SOLH&OP-Mehil 717, Home New Bid Closed Bids My Stuff Tools Bid RFP #061323 - Flooring Materials with Related Supplies and Services Bid Type RFP Bid Number 061323 Title Flooring Materials with Related Supplies and Services Start Date Apr 25, 2023 8:51:29 AM CDT End Date Jun 13, 2023 4:30:00 PM CDT Agency Sourcewell Bid Contact Jeremy Schwartz (218) 894-5488 rfp@sourcewell-mn.gov 202 12th Street NE P.O. Box 219 Staples, MN 56479-0219 [.Switch to Vendor View.] Access Ill llpiirt View reports on who has been notified of the bid or accessed it. [.Notification report] [Ar,:,c:,ess report::) Questions 0 Questions 0 Unanswered [.View/Ask Questions..I III!!!!! III Illii iii [..Create Addendum I Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Flooring Materials with Related Supplies and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [hags.s://proportal.souira;ewell rnn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 13, 2023, at 4:30 p.m. Central Time, and late proposals will not be considered. Pre -Bid Conference Date May 17, 2023 10:00:00 AM CDT Location Online Conference Notes Login information will be emailed two business days prior to the event. No Documents for this bid Customer Support: agencysupport@publicpurchase.com I Copyright 1999-2023 @ I The Public Group, LLC. All rights reserved. o i,,,i r Cewell 71vok 1�13i=ds�� birn rr�Lgm ��Jnd ii-noire bids Create Accoigint �� (�) ' Bid Details Bid Goods Classification: Bid Type: RFP - General Bid Number: RFP 061323 Bid Name: Flooring Materials, with Related Supplies and Services Bid Status: Closed Bid Closing Tue Jun 13, 2023 4:30:00 PM (CDT) Date: Question Deadline: Mon Jun 5, 2023 4:30:00 PM (CDT) Electronic Not Applicab Auctions: I Language for Bid English unless specified in the bid document Submissions: Submission Online Submissions Only Type: Submission Online Submissions Only Address: Public Opening: Yes Public Opening See RFP and FAQ documents for details. Address: Description: Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Flooring Materials with Related Supplies and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal ;yid . ]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 13, 2023, at 4:30 p.m. Central Time, and late proposals will not be considered. Bid Document Bid Opportunity notices and awards and a free preview of the bid Access: documents is available on this site free of charge without registration. Please note, some documents may be secured and you will be required to register for the bid to download and view the documents. There is no cost to obtain an unsecured version of the document and /or to participate in this solicitation. Categories: 5Ih.. :.....ateggii: es.........ip: ] Register for this Bid Download Bid Documents The following are the meeting times and locations for the opportunity: Meeting Location Description'Date / Time Mandatory Meeting Meeting Document Login instructions will be posted to the Wednesday May Online Pre- "Documents" section and available to registered Proposal suppliers two business days prior to the web 171 2023 10:00 AM No Conference conference. (CDT) E d 0 40 0 2 U- I E CMk ---------- M3 I 0 o I— , Josed Cm 19fdNotice0rdy Pubfish yr 1, r "I'k C:M=lo Sokdtafion Setting V I'MO Riddell, No w+CrrnlcanRet R^spar ra anirnuk No V hm-,A App, o-,l N. 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Snur( emfeH 71 Flooring Matei ials with Relatcd Supplies and Services 0(111Ws Cl.slnft [rate 1 16; VPM'Y + (M 'ffl 00 NA Cl Lhv 01: so--11, " JW, of Ntic rr sr qa k—I i,rrae rr r t err -d Is requesting prrolsosa9s to, fl—Ing M,rifiohtl, with R.1,,hed S.ppfie, and Services to .oil In . cnritracting solution to, use by it, Pirip.fing EPUN— 3o—P-11 P.,tidpating F,ltltk,s indudo tl anti, of gov,rnrnentul, highmiu,,Pion, K 12 ducaflon, noripoolit, bilmd p- Pot,ond ulNm P.blk pndore I—Aed in Ow, Llnikad 4t,Wl and A 10 I.Py crf flio Rr,q—t to, Pr.p—i, c- la, found an the. Sou--Ml Procivernoat Portal th"p, //fr r pl, ,,I , JJ i Only pr.p.sok sub ftb,.dt1—ugh th. Saiumv—li Pr ...... ..... bt PorTat will b kle,od, PTopasaks ar, d-n. Iate, than Jho, B, 2023, at 4 hY po, gfia',, and late ga NX,5,1,15 WIN not Iron m"10, ("t. Urwd)fht 2G,',r Qa All 11J,,,J,a, R—i d,ftw .. d by Siddircp— [ Vm;l,MrlyupJ / aluFlrr�++ s I 061323 - Flooring Materials with Related Supplies and Se... Notice Basic Information Estimated Contract Value (CAD) Reference Number Issuing Organization Owner Organization Solicitation Type Solicitation Number Title Source ID Details Location Purchase Type Description $240,000,000.00 (Not shown to suppliers) 0000245972 Sourcewell RFP - Request for Proposal (Formal) 061323 Flooring Materials with Related Supplies and Services PP. CO. USA.868485.C88455 Dates Publication Question Acceptance Deadline Questions are submitted online Bid Intent Closing Date Contact Information Procurement Department 218-894-1930 rfp@sourcewell-mn.gov Bid Submission Process Bid Submission Type Pricing Pricing Bid Documents List All of Canada, All of Canada Duration:4 years Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Flooring Materials with Related Supplies and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 13, 2023, at 4:30 p.m. Central Time, and late proposals will not be considered. 2023/04/25 09:38:52 AM EDT 2023/06/05 05:30:00 PM EDT No Not Available 2023/06/13 05:30:00 PM EDT Electronic Bid Submission Lump sum Lump sum Item Name Bid Documents Description Documents defining the proposal Mandatory Limited to 1 file No No 2023/04/25 09:39:01 AM EDT Page 1 of 2 061323 - Flooring Materials with Related Supplies and Se... Categories Selected Categories GSIN Category (1) G Goods Goods N72 Household And Commercial Furnishings And Appliances Household And Commercial Furnishings And Appliances N7220 FLOOR COVERINGS Floor Coverings Includes Linoleum; Rubber and Asphalt Tile; Carpets; Rugs; Rug pads. MERX Category (1) G Goods Goods G13 Fabricated Materials Fabricated Materials UNSPSC Categories (2) 30000000 Structures and Building and Construction and Manufacturing Components and Supplies 30160000 Interior finishing materials 30161700 Flooring 52000000 Domestic Appliances and Supplies and Consumer Electronic Products 52100000 Floor coverings 52101500 Rugs and mats 2023/04/25 09:39:01 AM EDT Page 2 of 2 DocuSign Envelope ID: CDE32CC8-OB5D-4CF2-9591-F477BDOE 175E saM ENTIA,,) 4 ou U"l';°.'.a IIrPr o Proposal Opening Record Date of opening: June 13, 2023 Sourcewell posted Request for Proposal 4061323, for the procurement of Flooring Materials with Related Supplies and Services, on the Sourcewell Procurement Portal [p..L ?.porta.V. soua.rcewOl-nnn.�„2y] on Tuesday, April 25, 2023, and the solicitation remained in an open status within the portal until June 13, 2023, at 4:30 pm CT. The RFP required that all proposals be submitted through the Sourcewell Procurement Portal no later than 4:30 pm CT on June 13, 2023, the date and time specified in the Solicitation Schedule. The undersigned certify that all responses received on Request for Proposal #061323 were submitted through the Sourcewell Procurement Portal, and that each Proposer's response material was digitally sealed upon submission and remained inaccessible until the due date and time specified in the Solicitation Schedule. Responses were received from the following: Bentley Mills, Inc. - Submitted 6/13/23 at 10:11:50 AM CBC America, LLC dba TOLI International TOLI TOLI Corp. - Submitted 6/09/23 at 2:15:39 PM Champion Flooring - Submitted 6/13/23 at 12:26:17 PM Division 9 Flooring - Submitted 6/13/23 at 3:14:53 PM Emser Tile, LLC - Submitted 6/13/23 at 4:22:32 PM Engineered Floors, LLC dba J+J Flooring Group - Submitted 6/13/23 at 9:03:57 AM Facility Armor - Submitted 6/13/23 at 2:05:16 PM Forbo Flooring, Inc., dba Forbo Flooring Systems - Submitted 6/12/23 at 1:57:27 PM Gerflor USA - Submitted 6/12/23 at 4:20:31 PM Giant Floor and Wall Covering Co., Inc. - Submitted 6/02/23 at 5:39:36 PM Interface Americas, Inc. - Submitted 6/09/23 at 11:55:32 AM Karndean International, LLC - Submitted 6/13/23 at 2:24:30 PM Mannington Mills, Inc. - Submitted 6/09/23 at 10:59:07 AM Mats, Inc. dba Matter Surfaces - Submitted 6/12/23 at 2:49:11 PM Maxxon, Inc. - Submitted 6/13/23 at 1:15:24 PM MegaCera, LLC - Submitted 6/13/23 at 5:24:56 AM Milliken Services, LLC - Submitted 6/13/23 at 9:28:54 AM Mohawk Carpet Distribution, LLC - Submitted 6/12/23 at 2:25:09 PM RB & G Products, LLC dba Zandur - Submitted 6/08/23 at 11:06:44 AM Roppe Holding Company - Submitted 6/13/23 at 4:13:58 PM Shaw Integrated and Turf Solutions, Inc. - Submitted 6/13/23 at 8:17:35 AM Tarkett USA, Inc. - Submitted 6/13/23 at 12:26:11 PM UPOFLOOR Americas, Inc. dba Kahrs Commercial Flooring - Submitted 6/13/23 at 11:43:45 AM DocuSign Envelope ID: CDE32CC8-OB5D-4CF2-9591-F477BDOE 175E The Proposals were opened electronically, and a list of all Proposers was made publicly available in the Sourcewell Procurement Portal, on June 13, 2023, at 4:31:17 PM CT. All responsive proposals were then submitted for review by the Sourcewell Evaluation Committee. EDocuSigned by: awe EFD8B3D45D Greg Grunig, MS, Procurement Lead Analyst E DocuSignedby: �ll.tiB�L 6EE63AEDEDSF46E... Carol Jackson, Procurement Analyst ] ƒ $ mq am L�j DocuSign Envelope ID: 84096366-2C22-4E08-8244-E13A6551E07D r/d Sourcewell COMMENT AND REVIEW to the REQUEST FOR PROPOSAL (RFP) #061323 Entitled Flooring Materials with Related Supplies and Services The following advertisement was placed April 25, 2023 in USA Today, in South Carolina's The State, and on the Sourcewell website www.sourcewell-mn.gov, Sourcewell Procurement Portal https://Proportal.sourcewell- mn.gov, Biddingo, Merx, PublicPurchase.com, The New York State Contract Reporter www.nvscr.nv.gov, April 26, 2023 in Oregon's Doilylournal of Commerce, and April 25 and May 2, 2023 in The Oklahoman: Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Flooring Materials with Related Supplies and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal[https.Ilproportal.sourcewell-mn.govj. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 13, 2023, at 4:30 p.m. Central Time, and late proposals will not be considered. The solicitation process was conducted through the Sourcewell Procurement Portal. The following parties expressed interest in the solicitation by registering for this opportunity within the portal: Accu Steel, Inc. Kal-Trading, Inc. AHF Products Karndean International, LLC American Biltrite (Canada), Ltd. Mannington Mills, Inc. Bentley Mills, Inc. Mathusek, Incorporated BOSS CARPET ONE, LLC Mats, Inc. dba Matter Surfaces Britespan Building Systems, Inc. Maxxon, Inc. CBC America, LLC dba TOLI International TOLI TOLI Corp. MegaCera, LLC CDK Logistics, LLC Milliken & Company cfs INTERIORS & FLOORING Milliken Services, LLC Champion Flooring Mohawk Carpet Distribution, LLC Division 9 Flooring NPN Carpet Installation, Inc. DocuSign Envelope ID: 84096366-2C22-4E08-8244-E13A6551E07D Souircewelll Page 2 of Ecore International NWT & Nunavut Construction Association Emser Tile, LLC Opler Flooring Engineered Floors, LLC dba J+J Flooring Group PANDAFLOOR CONTRACTING, LTD Equitable PWXPress Excelsior Concrete Coatings RB & G Products, LLC dba Zandur Facility Armor Regina Construction Association Floorsite, Inc. Resell Solutions, LLC Forbo Flooring, Inc., dba Forbo Flooring Systems Roppe Holding Company Freedom Construction, LLC Sentinel Polymers Canada, Inc. Gerflor USA Share Corporation Giant Floor and Wall Covering Co., Inc. Shaw Integrated and Turf Solutions, Inc. Good News Group, Inc. Sled Consulting, LLC Great Floors, Inc. Tarkett USA, Inc. healthchek network, LLC Tiles In Style DBATaza Supplies, LLC Interface Americas, Inc. UPOFLOOR Americas, Inc. dba Kahrs Commercial Flooring All Proposals remained sealed within the Sourcewell Procurement Portal until the scheduled due date and time. Proposals were electronically opened, and the list of all Proposers was made publicly available on the Sourcewell Procurement Portal, on June 13, 2023 at 4:31:17 pm CT. Proposals were received from the following: Bentley Mills, Inc. CBC America, LLC dba TOLI International TOLI TOLI Corp. Champion Flooring Division 9 Flooring Emser Tile, LLC Engineered Floors, LLC dba J+J Flooring Group Facility Armor Forbo Flooring, Inc., dba Forbo Flooring Systems Gerflor USA Giant Floor and Wall Covering Co., Inc. Interface Americas, Inc. Karndean International, LLC Mannington Mills, Inc. Mats, Inc. dba Matter Surfaces Maxxon, Inc. MegaCera, LLC Milliken Services, LLC Mohawk Carpet Distribution, LLC RB & G Products, LLC dba Zandur Roppe Holding Company Shaw Integrated and Turf Solutions, Inc. Tarkett USA, Inc. UPOFLOOR Americas, Inc. dba Kahrs Commercial Flooring DocuSign Envelope ID: 84096366-2C22-4E08-8244-E13A6551E07D souircew(..:IH Page 3 of 6 Proposals were reviewed by the Proposal Evaluation Committee: James Voelker, CPCM, CFCM, Procurement Supervisor Carol Jackson, Procurement Analyst Brandon Town, NIGP-CPP, CPSM, CPSD, Procurement Analyst Nick Scholer, Procurement Analyst The findings of the Proposal Evaluation Committee are summarized as follows: The Proposal Evaluation Committee applied the Sourcewell RFP evaluation criteria and determined that the products and services offered in the proposal response from Champion Flooring, fell outside of the Requested Equipment, Products, or Services of the RFP. All other proposals were found to meet the scope and mandatory submittal requirements and were evaluated. Bentley Mills, Inc., manufactures a wide selection of flooring options including resilient, vinyl, broadloom, carpet tile, flooring hybrid, and rugs. Their sales staff and service network will work throughout the United States and Canada to serve Sourcewell participating entities. Bently Mills, Inc., actively promotes recycling and carpet waste minimization through their FULFILL program. They are offering substantial discounts off list price. Division 9 Flooring, distributes a comprehensive catalog of flooring solutions such as resilient, ceramic, porcelain tile, wood, hardwood, laminate, rubber, vinyl, broadloom, carpet tile, epoxy, flooring hybrids, floor mats, and rugs. Their sales and installers are ready to serve Sourcewell participating entities in the United States and Canada. Division 9 Flooring is a nationally certified Woman -Owned Business from both NWBOC and WBENC. They are offering Sourcewell participating entities competitive pricing discounts. Forbo Flooring, Inc., provides a broad offering of flooring types including resilient, vinyl, broadloom, carpet tile, flooring hybrids, and floor mats. Their sales staff and dealer network will serve Sourcewell participating entities throughout the United States and Canada. All of Forbo Flooring's product categories offer 100% safe and traceable raw materials. They are offering considerable discounts off list price. Interface Americas, Inc., manufactures a variety of flooring options such as resilient, rubber, vinyl, and carpet tile. Their sales team and extensive dealer network are ready to serve Sourcewell participating entities in the United States. Interface Americas' flooring products are carbon neutral across their full product life cycle through their third -party verified Carbon Neutral FloorsTM program. They are offering Sourcewell participating entities solid pricing discount. Mannington Mills, Inc., is a manufacturer of resilient, rubber, vinyl, broadloom, carpet tile, and rug flooring solutions. Their regionally aligned sales teams and 400 dealer/installer partners will work throughout the United States to serve Sourcewell participating entities. Mannington Mills' commercial products can also contribute credits towards LEED, WELL, and other green building rating certifications. They are offering competitive discounts off list price. Mats, Inc., distributes a solid selection of resilient, wood, rubber, vinyl, broadloom, carpet tile, flooring hybrids, floor mats, and rug flooring materials. Their internal sales staff and dealer partners are ready to serve Sourcewell participating entities in the United States and Canada. Mats, Inc., offers sustainable flooring solutions that support green building and certification programs including LEED, Mindful Materials, and WELL Building Standard and are also a signatory of the Manufacturer Materials Pledge with Mindful Materials. They are offering Sourcewell participating entities solid discounts from list pricing. DocuSign Envelope ID: 84096366-2C22-4E08-8244-E13A6551E07D souircew(..:Ill Page 4 of 6 Milliken Services, LLC, provides a full selection of flooring solutions including resilient, ceramic, porcelain tile, wood, hardwood, laminate, rubber, vinyl, broadloom, carpet tile, epoxy, flooring hybrids, floor mats, and rugs. Their sales staff and dealer network of over 7000 will work throughout the United States and Canada to serve Sourcewell participating entities. Milliken Services' acoustic technology of their carpet tile solutions reduces in - room and through -floor noise by up to 50% compared to other flooring. They are offering substantial discounts off list price. Mohawk Carpet Distribution, LLC, manufactures a wide variety of flooring solutions including resilient, laminate, rubber, vinyl, broadloom, and carpet tile. Their commercial sales force and dealer network are ready to serve Sourcewell participating entities in the United States and Canada. Mohawk Carpet Distribution's EcoFlex ONE backing is 100% carbon neutral and additionally provides a 5% carbon offset. They are offering Sourcewell participating entities solid pricing discounts. Roppe Holding Company, is a manufacturer of flooring solutions such as resilient, rubber, and vinyl. Their regionally aligned sales staff and distributor partners will work throughout the United States and Canada to serve Sourcewell participating entities. All of Roppe Holding Company's products are emissions tested to GreenGuard Gold or FloorScore certification. They are offering competitive discounts off list price. Shaw Integrated and Turf Solutions, Inc., provides a large selection of resilient, ceramic, porcelain tile, wood, vinyl, broadloom, carpet tile, flooring hybrids, floor mats, and rug flooring solutions. Their sales staff and installation partners are ready to serve Sourcewell participating entities in the United States and Canada. Shaw's re[TURN]® Reclamation Program allows for the return of EcoWorx, ReWorx, and Shaw -made resilient flooring to be diverted from landfills and recycled into new products. They are offering Sourcewell participating entities substantial pricing discounts. Tarkett USA, Inc., manufactures a wide selection of resilient, ceramic, porcelain tile, laminate, rubber, vinyl, broadloom, carpet tile, epoxy, and flooring hybrid solutions. Their sales force and approved dealer network will work throughout the United States and Canada to serve Sourcewell participating entities. Tarkett USA's products are Cradle to Cradle CertifiedT"^ for five criteria which include, material health, product circularity, renewable energy and climate requirements, water stewardship, and social fairness. They are offering competitive discounts off list price. For these reasons, the Sourcewell Proposal Evaluation Committee recommends award of Sourcewell Contract #061323 to: Bentley Mills, Inc. #061323-13PS Division 9 Flooring #061323-DV9 Forbo Flooring, Inc., dba Forbo Flooring Systems #061323-FRO Interface Americas, Inc. #061323-IFA Mannington Mills, Inc. #061323-MMI Mats, Inc. dba Matter Surfaces #061323-MAT Milliken Services, LLC #061323-MAC Mohawk Carpet Distribution, LLC #061323-MCD Roppe Holding Company #061323-RPP Shaw Integrated and Turf Solutions, Inc. #061323-SII Tarkett USA, Inc. #061323-TFU DocuSign Envelope ID: 84096366-2C22-4E08-8244-E13A6551E07D Page 5 of 6 The preceding recommendations were approved on July 21, 2023. DocuSigned by: E � v e&&& 1516CCFFA61E4A0... James Voelker, CPCM, CFCM, Procurement Supervisor DocuSigned by: 6EE63AE DED5F46E... Carol Jackson, Procurement Analyst DocuSigned by: 7BCA93CD6377421... Brandon Town, NIGP-CPP, CPSM, CPSD, Procurement Analyst E DocuSign�e'+d Eby: 44 4513A6ODCA01467... Nick Scholer, Procurement Analyst DocuSign Envelope ID: 84096366-2C22-4E08-8244-E13A6551E07D Souircewelll Page 6 of 6 STATEMENT OF COMPLIANCE As Chief Procurement Officer for Sourcewell, I have reviewed the recommendation of the Evaluation Committee and the accompanying support materials documenting the process followed for RFP #061323 for Flooring Materials with Related Supplies and Services. The committee accepted, deemed responsive, evaluated, and recommended proposals for award. Under authority granted to the Chief Procurement Officer in Sourcewell's bylaws, the recommendations set forth above are approved. I hereby certify: 1. Sourcewell is a government agency, created and authorized by Minnesota law to provide cooperative procurement contracts. 2. The procurement process and resulting contracts have been awarded in compliance with the laws of the State of Minnesota (Minnesota Statutes Chapter 471 and Minnesota Statutes Section 123A.21), and in conformity to Sourcewell's Procurement Policy. EDocuSigned by: COFD2A139D06489_. Jeremy Schwartz, CSSBB, CPPO, NIGP-CPP Sourcewell Chief Procurement Officer V10 i ;u]E, 11 ,1 uUP,,I p Y i.'.O/tl "/lK( II N; S111I( a II10) J C,,"'V NJ 1' f 1I ➢_ ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Pediatric Emergency Star-6Contract # Effective Date: 10/31/25 Expiration Date: 10/30/26 Contract Purpose/Description: Annual access to Handtevy Mobile, Medication Management Software, including Clinical Updates, and Clinical and Technical Support at a cost of $6,863.06 in 1st of 2 renewal terms of the contract (5% uplift). This software is used to advance the quality of pediatric emergency medical care to sick and injured children. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Cheri Tamborski 305.289.6088 tamborski-cheri@monroecounty-fl.gov (Name) (Ext.) Email Address CC_11001: 30% $ 5,854.60 C,C_14000: 3% $.58.5.46 CC_11500: 64% $12,489.82 C,C_63100: 3% $.58.5.46 CONTRACT COSTS Total Dollar Value of Contract: $ 6,863.06 Current Year Portion: $ 6,863.06 (must be $100,000 or less) (If multiyear agreement then requires BOCC approval, unless the total cumulative amount is $100,00.00 or less) Budgeted? Yes❑✓ No ❑ Grant: $ N/A County Match: $ N/A Fund/Cost Center/Spend Category: See Cost Center split above / SC_00084 ADDITIONAL COSTS Estimated Ongoing Costs: $ 0 /vr For: N/A (Not included in dollar value above) (e.g. maintenance, utilities, janitorial, salaries, etc.) Insurance Required: YES 0 NO ❑ CONTRACT REVIEW Reviewer Department/Office Director/ Signature: R.L. Colina Digitally signed by R.L. 1q-n Assistant Director Digitally signed by Eve M. Lewis Eve M. Lewis Date: 2026.01.0908:31:33-05'00' County Attorney Signature: J �� Date: 2026.01.09 13:21:16 Digitally signed by Jaclyn Flatt Risk Management Signature: _ _nsnn' Lisa Ab re u Digitally signed by Lisa Abreu Purchasing Signature: Date: 2026.01.09 15:33:35-05'00' (email contra cts(Q�monroecounty-tl.gov) Digitally signed by John Quinn OMB Signature: John Quinn Date: 2026.01.09 16:14:58-05'00' (email OMB a monroecounty-fl.gov) Comments: Revised BOCC 11/12/2025 Q c ked I I d 2 202� 9l Monroe County Purchasing Policy and Procedures ATTACHMENT D.6 COUNTY ADMINISTRATOR CONTRACT RENEWAL FORM FOR CONTRACTS $100,000.00 and Under Contract with: Pediatric Emergency Standards Inc. Contract # .......... Renewal Date: Expiration Date: '14.30.2026, Contract Renewal Notes: F#ccdss to Handle r I okrile Medicration. Management 9oftware,,indl ding Updates, and Cynical and Tech'9 , L,Suppork. This software is, used fd advance the quality of pediatric emergency medical care t6 sick and injured children. FAILURE TO MEET ONE OR MORE OF THE CONDITIONS SET FORTH BELOW WILL REQUIRE APPROVAL BY THE BOCC ON/A --The BOCC approved agreement provided for a renewal subject to the terms and conditions set forth in in the initial contract. 0 The Contractor has performed in a satisfactory manner and the contract manager has verified satisfactory performance 8 The Contractor has requested and agrees to renewal (renewal agreement should first be signed by Contractor) 8 N/A-- The renewal period is set forth in the BOCC approved agreement 8 The total cumulative value, including any Consumer Price Index (CPI) increase, of the renewal is $100,000.00 and under The following Contract Manager has verified that the above conditions have been met. Contract Manager: Cheri Tamborski 6088 MCFR/ TOP 19A (Name) (Ext.) (Department/Stop #) Revised BOCC 4/19/23 Page 85 of 105 County of Monroe The Florida Keys January 8, 2026 Allison Antevy Chief Executive Officer Pediatric Emergency Standards, Inc. 11860 State 84 Suite B I Davie, FL 33330 4� I -A "V15, BOARD OF COUNTY COMMISSIONERS Mayor James K. Scholl, District 3 - Mayor Fro Teni Michelle Lincoln, District 2 Craig Cates, District 1 - David Rice, District 4 Holly Merrill Raschein, District 5 Re: Renewal No. I of 2 Agreement between Monroe County, FL and Pediatric Emergency Standards, Inc. dba Handtevy For Medication Management Software & Clinical and Technical Support Dear Ms. Antevy, Under the terms and conditions of the above -referenced Agreement, the Monroe County Board of County Commissioners and the Monroe County Board of Governors for the Monroe County Fire and Ambulance District I (hereinafter collectively referred to as "Monroe County"), acting through the County Administrator, would like to exercise the option to renew the Agreement for an additional one (1) year term (retroactive to October 31, 2025) pursuant to Section 5, "Contract Term" found on pages 1-2 of the Agreement. This will constitute the first of two renewals contemplated by the Agreement. If mutually agreed upon, the renewal period will be effective from October 31, 2025 through October 30, 2026. The renewal of this contract is contingent upon compliance with certificate(s) of insurance requirements as applicable and approval by Monroe County. Please advise if a renewal of our current contract is acceptable to your company. Kindly indicate the appropriate information below and return this letter as soon as possible to Cheri Tamborski at Tamborski-CheriC&,MonrocCounty-FL.gov. If you have any questions or concerns, please call 305-289-6088. Your cooperation in this matter is appreciated. Sincerely, Digitally !,,d b, R.L. C11ill R.L. Colina Date , 2026,01.08 1 1:G4:00 -05,00, Chief R.L. Colina Fire Chief 0 a 0 0 W M M E"!!,W 0 M a 0 a a 0 0 M 00 0 W 0 E E M M M 0 0 0 a a a 0 W 0 0 0 0 Yes, I hereby agree to a one (1) year extension of the Agreement, as described herein. No, I am unable to provide a one (1) year extension of the Agreement for the following reason(s): 11111,61"12,1- (" 00 AuThorized'gign—or (Signature) Title .A ulsLn iej, z Name (Print) I ate 0 0 0 0 M z M M 0 0 0 a 0 0 M M M 0 0 0 0 0 0 a a 0 0 M 0 0 a 0 a a M a a a a a M M 0 0 a a a Monroe County (BOCC/BOG) Approved: y Digitally signed by Christine Hurley Christine Hurle Date: 2026.01.12 07:40:16 -05'00' Christine Hurley, County Administrator Approved as to legal form & sufficiency: S Di,itally signed by Eve M. ewis Eve M. Lewi Date: 2026.01.08 09:20:23 L-05'00' Assistant County Attorney . " * PEDIEME-01 DATE (MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE _ 3/10/2026 THIS ...... CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:___ If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer riqhts to the certificate holder in lieu of such endorsement(s). PRODUCER �.QIACT Cathryn NFP Property is Casualty Services, Inc. AISI)11N"S (5 � 424 2870 p )Ar ,No) 537) 224 1525 PHONE FAX 500 West Madison Street I - -- 32nd Floor E MA"g cath n miller of com Chicago, IL 60661 INSURED Pediatric Emergency Standards 11870 State Road 84, Suite C4 & C5 Davie, FL 33325 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 iR ADDL SUBR POLICY EXP TYPE OF INSURANCE POLICYEFF POLICY NUMBER / ICY EFF LIMITS X COMMERCIALGENERAL LIABILITY 1,0000 CLAIMS -MADE Rr OCCUR X 3/1/2025 3/1/2026 I DAMMAPI RRFNF [ . �LHC865121 !)AMAfaf r RNTFvLt,P) .,1.$ �....50 0 IW ACOREgATtm LIMITAFCPES PER: POLICYJEef .,..,..,,.: LOC CrHER )MOBILE LIABILITY .. ....�,. ,.. ANY AUTO ILHC865121 OWNED I SCHEDULED i AUTOS ONLY I AUTOS HIRED )(� NON WNED AUTOS ONLY AUTO ONLY I UMBRELLA LIAR OCCUR '.. 1 EXCESS LIAR CLAIMS -MADE; ....._..� ...�.. A „e�.,eeeeeeee�, _ 1 DED II........... RETENTION $ ....................................... .......................... WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE Y J IN UB6K872676 (Mandatory in NH) EXCLUDED? Y J N I A If ves. descnbe under 1 C Tech/Media Prof Liab 224825 31112025 3/1/2026 3/1/2025 31112026 2128/2025 12/28/2026 OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Ters Excluded: Allison Antevy NGLE LIMIT 1 e County Board of County Commission is named Additional insured as respects to General Liability so long as a written contract or agreement to such with the named insured prior to a I APPROVED BY RISK MANAGEMENT By DATE t 2Ga8/a.L � .............. 4:........:.25�....................................�. WAIVER N/AX...,, YES..................„�. Monroe County Board of County Commission 1100 Simonton Street Key West, FL 33040 ACORD 25 (2016/03) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD h an d� tevy Pediatric Emergency Standards, Inc. 11860 W. State Road 84 Suite 131 Davie, FL 33325 Monroe County Fire Rescue Annual Subscription Janice Lieber IPA 1100 Simonton St 490 63rd St Suite 2-213 Suite 160 Ke West, FL 33040 Marathon, FL 33050 ANNUAL RENEWAL TERMS Renewal Fees -for -Services are invoiced, annually, 30 days in advance of term expiration. PES may suspend Customer's access to, and use of, the Handtevy MMS and Handtevy Mobile if Customer fails to remit timely payment or is otherwise in material default hereunder. Subscription Start Date: October 31, 2025 Subscription End Date: October 30, 2026 Preferred Payment Method: Account #: 1234523028 ACH Routing #: 267084199 WIRE Routing #: 043000096 SWIFT Code: PNCCUS33 Account Name: Pediatric Emergency Standards, Inc. Bank: PNC Bank Bank Location: Pittsburgh, PA 15219 Subtotal: $6,863.06 Tax: $0.00 Shipping & Handling: $0.00 Processing Fee: $0.00 Total: $6,863.06 P Online LI! EPETOPATyIM° ICE p **Remittance Address: 11528 W State Rd. 84 #551658, Davie, FL, 33325.** For questions regarding this invoice please email Accoimting@Handtevy.com or call (954) 944-1114 ext. 5001. Thank You for Your Business! Monroe County Purchasing Policy and Procedures ATTeC14A4FNT n 1; COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Pediatric Emergpncy Standard; Inc' Effective Date: 10 3l 2024 Expiration Date: 10.31.202� Contract Purpose/Description: Annual access to Handtevy Mobile,'Medication Management Software, including unlimited Clinical Updates; and Clinical and Technical support at a cost of $6,636.25 for Year 1. This software is'used to advance the quality of pediattie emergency' medical care to sick'and injured children. The optional Year2 renewal cost is $6,863.06 (5% uplift) and the optional Year 3 renewal cost'is $7,206�:21 (5°l uplift). Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Cheiri Tamborski 30a.289.6088, MCFR/Stop 14A e CONTRACT COSTS Total Dollar Value of Contract: $ 6j536.25 Current Year Portion: $ 6,536.26 (must be $100,000.00 or less) (If multiyear agreement then ' requires BOCC approval, unless the total cumulate amount is $000,000.00 or less). Budgeted? Yes71 No� Grant: $ N/A County Match: $ N/A' Fund/Cost Center/S end Category- 101/11001 (15610 1,141/11500 (80%), 404/63100 (5%), SC�00084, ADDITIONAL COSTS Estimated Ongoing Costs: $ 68erfyr For: Renewable per Exhibit A (for 2 more 1-yr terms via annual invoicing) (Not included in dollar value above) (e.g. maintenance, utilities, janitorial, salaries, etc.) Insurance Required: YES 0 NO ❑ CONTRACT REVIEW Reviewer Date In R.L. Colina Digitally signed by R.L. Colina Department Head Signature: Date: 2025.05.05 09:45:34-04'00' County Attorney Signature: Eve M. Lewis Digita 2025lly .05.07ned Eve M. Lewis Date: 2025 D5.07 17'.07'.13-04'00' Gaelan P Jones Digitally signed byGaelanPJones Risk Management Signature: Date: 2025.05.071507.43-04'00' Lisa Ab re u Digitally signed by Lisa Ab`en Purchasing Signature: Date: 2025.05.08 09'. 53'.03-04'00' John Quinn Digitally signed by John Clolnn OMB Signature: Date: 2025.05.08 11'. 01 49-04'00' Comments: Revised BOCC 4/19/2023 Page 84 of 105 AGREEMENT between MONROE COUNTY, FL and PEDIATRIC EMERGENCY STANDARDS INC. . for Medication Management Software & Clinical and Technical Support THIS AGREEMENT is made and entered into this 9th day of May 2025, and retroactively effective to October 31, 2024, by and between Monroe County, a political subdivision of the State of Florida, through its Board of County Commissioners, with principal offices located at 1 100 Simonton Street, Key West, FL 33040 (the "County"), and PEDIATRIC EMERGENCY STANDARDS INC., a Florida Corporation, d/b/a Handtevy, 11860 State 84, Suite B1, Davie, FL 33330 (the "Contractor") to provide Monroe County Emergency Services with access to Handtevy Mobile (an application) and other software and services, as more fully described herein. Now therefore, in exchange for good and sufficient consideration, the parties hereby agree to the following terms and conditions: 1) The Contract Documents. This Agreement supersedes and replaces, in all respects, all prior agreements including, but not limited to, the evergreen documents between the parties. This Agreement is the current and effectual understanding of the parties, and the contract documents consist of: this Agreement, and the Handtevy Quote (Quote Number: Q-17403," attached hereto as "Exhibit A." In the event of a conflict between the aforementioned documents, this Agreement and any duly executed amendment to this Agreement will control, then "Exhibit A," in that order. 2) The Work/Services. The Contractor must perform all work and provide all services to the County required by this Agreement, and as set forth in "Exhibits A." Any references therein to linked terms and conditions are null and void. Contractor must comply with any and all Federal, State, and local laws and regulations now in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Contactor. its employees, agents or subcontractors, if any, with respect to the work and services described herein. Contactor shall maintain throughout the term of this Agreement, appropriate licenses. 3) Contract Amount. Contractor will perform contract requirements with pricing as listed in "Exhibit A" and will annually invoice the County. Invoices will be processed and paid within thirty (30) business days so long as they are acceptable to the Monroe County Office of Clerk and Comptroller (County Clerk). Acceptability to the County Clerk is based upon generally accepted accounting principles and such laws, rules and regulations as may govern the disbursal of funds by the County Clerk. To the extent that purchases made hereunder exceed the total value of $100,000, prior written approval of the Board of County Commissioners shall be obtained. County is exempt from payment of Florida State Sales and Use taxes. 4) Agreement Subject to Funding. The County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn, this Agreement is terminated, and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date. 5) Contract Term. The initial contract period is for one (1) year commencing on October 31, 2024 (retroactively effective), with the option to renew under the same Page 1 of 9 terms and conditions for two (2) one (1) year (renewal term.JS with a five percent (5%) increase for each of the one (1) year renewal terms. An extension or renewal may be accomplished through administrative approval memorialized by written consent of vutk*rize4 re�resextxtrve-�of t�e resyective y2ities. �.U(ju,?.l ixv,oices ftust '#e cooitsistext with the pricing provided herein, and in accordance with any annual increase expressly authorized in the exhibits (if any). Additional services and products above and beyond what is authorized in the exhibit may only be purchased through a duly executed amendment to this Agreement. 6) Independent Contractor. This Agreement does not create an employee/employer relationship between the Parties. it is the intent of the Parties that the Contractor is an independent contractor under this Agreement and not the County's employee for any purposes. 7) Assignment and Subcontracting. Contractor must not transfer or assign the performance required by this Agreement without the prior written consent of the Board of County Commissioners. Y) Termination a) Termination for Cause and Remedies: In the event that Contractor is found to be negligent in any aspect of service or Contractor is in breach of any contract terms, the County retains the right to terminate this Agreement. The County reserves all rights available to it for monies paid under this Agreement, without limitation thereby, and reserves the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. b) Termination for Convenience: The County may terminate this Agreement for convenience, at any time, upon ninety (90) days' written notice to Contractor. If the County terminates this Agreement with the Contractor, County shall be refunded for the portion of the prepaid year not serviced by Contractor, on a prorated per them basis as of the appointed termination date- 9) Insurance Requirements. Contractor shall obtain and maintain at its own expense insurance coverages as deemed necessary by the Monroe County Risk Manager prior to commencing service under this Agreement, and maintain such coverage throughout the term of the Agreement. 10) Indemnification & Hold Harmless a) The parties agree that one percent (1%) of the total compensation paid to Contractor for the work or services under this Agreement constitutes specific consideration to Contractor for the indemnification to be provided under the ARreement, Subject to the Contractor's Limitation of Liability contained in Exhibit A, the Contractor shall defend, indemnify, and hold the County, and the County's elected and appointed officers and employees, harmless from and against any claims, actions or causes of action, any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with: (A) any activity of the Contractor or any of its employees, agents, contractors or other invitees during the term of this Agreement; (B) the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of the Contractor or any of its employees, agents, sub -contractors or other invitees; or (C) the Contractor's default in respect of any of the obligations that it Page 2 of 9 undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise fi-om the intentional or sole negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than the Contractor). b) Furthermore, subject to the Contractor's Limitation of Liability contained in Exhibit A, Contractor agrees to defend, indemnify and hold harmless the County, its elected and appointed officials, employees, and agents from all such claims, fees, royalties, or costs for its use of any patent, trademark, or copyrighted materials, and any suits or actions of any name that may be brought against the County, its elected and appointed officials, employees, and agents for the infringement of any patents, trademarks or copyrights claimed by any person, firm, or corporation. c) Nothing contained herein is intended, nor may it be construed, to waive County's rights and immunities under the common law or Section 768.28, Florida Statutes, as amended from time to time, nor will anything included herein be construed as consent to be sued by any third parties in any matter arising out of this Agreement, Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. 11) Data Management; Data Security Standards. Contractor must agree to comply with the County's written demands regarding cooperation (and any applicable financial responsibilities) for timely data breach incident reporting, response activities/fact- gathering, public and other governmental agency notification requirements, severity level assessment, and after -action reporting, consistent with Sections 282.3185(5) & (6), and 501,17 1, Fla. Stats., as amended from time to time. And specifically in the context of data breaches that involve Protected Health Information pursuant to Health Insurance Portability and Accountability Act (HIPAA), Contractor must comply with all requirements of the Health Information Technology for Economic and Clinical Health Act (HITECH); Section 105 of Title I of the Genetic Information Nondiscrimination Act of 2008 (GINA); and 45 CY.R. Parts 160, 162 and 164 and Final Omnibus Rule eff. March 26, 2013). To ensure safety of personal data, Contractor must comply with the 2016 European Union's General Data Privacy Regulation (GDPR) that became effective in the European Union on May 25, 2018, and any more recently revised version thereof. For any system integration between the County's network systems and that of the Contractor, the Contractor hereby agrees to comply with ISO/IEC 27001 for its internal system, at a minimum, and any unique integration requirements of the County's network and information technology systems. 12) Discriminatory Vendor List. Contractor hereby acknowledges its continuous duty to disclose to the County if the Contractor or any of its affiliates, as defined by Section 287.134(l )(a), Florida Statutes, are placed on the Discriminatory Vendor List. Pursuant to Section 287.134(2)(a),Florida Statutes: "An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may notsubmitbids, proposals, orreplies on leases of real property to apublic entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity." 13) Prohibition on Conflict of Interest, Gratuities, Kickbacks, and Collusion. The statements contained in this paragraph are true and correct, and made with the full Page 3 oB knowledge that Monroe County relies upon the truth of the statements contained herein in awarding the contract for this Project. a) Conflict of Interest. Contractor covenants that it presently has no interest and will not acquire any interest that would conflict in any manner or degree with the performance of services required. Each party hereto covenants that there is no conflict of interest or any other prohibited relationship between the County and itself, b) Gratuities. Contractor hereby certifies that it has not offered, given, or agreed to give any Monroe County employee a gratuity, favor, or anything of monetary value in connection with any decision, approval, disapproval, recommendation, preparation of any part of the Project or award of this contract. c) Kickbacks. Contractor certifies that it has not given payment, gratuity, or offer of employment to be made by or on behalf of a Sub -contractor under a contract to Contractor or higher tier sub -contractor or any person associated therewith, as an inducement of the award of a subcontract or order. d) Non -Collusion Statement. By signing this Agreement, Contractor certifies under penalty of pedury that the price proposed by Contractor was arrived at independently without collusion, consultation, or communication ' for the purpose of restricting competition; and no attempt has been made to induce another person or entity to submit a proposal, or not submit, for the purpose of restricting competition in the award of this Project. e) Contract Clause. The prohibitions on conflict of interest, gratuities, kickbacks, and collusion prescribed in this paragraph must be conspicuously set forth in every contract and subcontract and solicitation initiated by Contractor in its performance of this Agreement. 14) Ethics Clause pursuant to Monroe County Ordinance No. 010-1990. By signing this Agreement, the Contractor war -rants that he/she/it has not employed, retained or otherwise had act an his/her/its behalf any former County officer or employee in violation of Section 2-149, Monroe County Code of Ordinances, or any County officer or employee in violation of Section 2-150, Monroe County Code of Ordinances- For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee pursuant to Subsection 2-152(b), Monroe County Code of Ordinances. r 5) Prompt Disclosure of Litigation, Investigations, Arbitration, or Administrative Proceedings. Throughout the terin of this Agreement, the Contractor has a continuing duty to promptly disclose to the County, in writing, upon occurrence, all civil or criminal litigation, investigations, arbitration, or administrative proceedings relating to or affecting Contractor's ability to perform under this Agreement. If the existence of such causes the County concern that the Contractor's ability or willingness to perform the Agreement is jeopardized, the Contractor may be required to provide the County with reasonable assurances to demonstrate its ability to perform as required hereunder, and that its employees/agents have not or will not engage in conduct similar in nature to the conduct alleged in such proceeding. 16) Choice of Law and Venue. The parties hereby agree that the only laws that apply to this Agreement are those of the State of Florida and United States of America. The parties waive the privilege of venue and agree that all litigation between them in the state courts will take place exclusively in the Sixteenth Judicial Circuit in and for Monroe County, Florida, and that all litigation between them in the federal courts will take place exclusively in the United States District Court in and for the Southern District of Florida, or United Page 4 of 1111i, I! III fliffi I IIIE! 11 1 1111101 =�� 17) Public Records. County is a public agency subject to Chapter 119, Florida Statutes, as amended ftom time to time. To the extent Contractor is a Contractor acting on behalf of the County pursuant to Section 119,0701, Florida Statutes, as amended from time to time, Contractor must comply with all public records laws in accordance with Chapter 119, Florida Statutes. In accordance with state law, Contractor agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the County in order to perform the services, b) Upon request from the County's custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copies within a reasonable time at a cost that does not exceed the costs provided in Chapter 119, Florida Statutes, or as otherwise provided by law. C) Ensure that public records that are exempt, or confidential and exempt, from public records disclosure are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the County. d) Upon completion of the services within this Agreement, at no cost, either transfer to the County all public records in possession of the Contractor or keep and maintain public records required by the County to perform the services. If the Contractor transfers all public records to the County upon completion of the services, the Contractor must destroy any duplicate public records that are exempt, or confidcntial and exempt, from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the services, the Contractor must meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of public records, in a format that is compatible with the information technology systems of the County. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE COUNTY'S CUSTODIAN OF PUBLIC RECORDS AT PHONE NO. 305-292-34703 PUBLICRECORDSgMONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH STREET, SUITE 408, KEY WEST, FL 33040. If Contractor ►r not comply with this section, the County will enforce the Agreement provisions in accordance herewith and may unilaterally cancel this Agreement in accordance with state law. 18) Public Entity Crimes Statement. Pursuant to Section 287.133(2)(a), Florida Statutes, as amended from time to time, Contractor hereby certifies that neither it nor its affiliate(s) have been placed on the convicted vendor list following a conviction for a public entity crime. If placed on that list, Contractor agrees: to immediately notify the County and is prohibited from providing any goods or services to a public entity-, it may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work- it may not submit bids on leases of real property to a public entity; it may not be awar�ed or perform Work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and, it may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for Category TWO ($35,000), as may be amended, for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. 19) Foreign Gifts and Contracts. The Contractor must comply with any applicable disclosure requirements in Section 286.101, Florida Statutes. Pursuant to Section 286.101(7)(b), Florida Statutes: "In addition to any fine assessed under [§ 286.101(7)(a), Florida Statutes], a final order determining a third or subsequent violation by an entity other than a state agency or political subdivision must automatically disqualify the entity ftorn eligibility for any grant or contract funded by a state agency or any political subdivision until such ineligibility is lifted by the Administration Commission [Governor and Cabinet per § 14.202, Florida Statutes] for good cause." is not owncd by the government of Foreign Country of'Concern, is not organized under the laws of nor has its Principal Plac 0 of Business in a Foreign Country of Concern, and the government of a Foreign ountry o Concern does not have a Controlling Interest in the entity. Under penalties of perjury, declare that I have read the foregoing statement and that the facts stated in it are true. Printed Name I -sL 'Title: matun�:. Date: 21) Non coerciN,e Condut"t for Lahor or Services. As a nongovernmental entity submitting a proposal, executing, renewing, or extending a contract with a government entity, Contractor is required to provide an affidavit under penalty of perjury attesting that Contractor does not LISC coercion for labor or services in accordance with Section 787.06, to abide by same. 22) Nondiscrimination. The Contractor and County agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent Jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Contractor agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the basis of race, color, religion, sex or national origin-, 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of disability; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ce-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq,), as amended, relating to nondiscrimination in the sale, rental or financing of housing-, 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age,- 11) The Pregnant Workers Fairness Act (PWFA) pursuant to 42 U.S.C. 20OOgg et seq.; and 12) Any other nondi scri minat ion provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 23) E-Verify Requirements. Effective January 1, 2021, public and private employers, contractors and subcontractors must require registration with, and use of the E-verify system in order to verify the work authorization status of all newly hired employees. Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of a) All persons employed by Contractor to perform employment duties within Florida during the term of the contract; and b) All persons (including subvendors/subconsultants/subcontractors) assigned by Contractor to perforrn work pursuant to the contract with the County The Contractor acknowledges and agrees that use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the County, By entering into this Agreement, the Contractor becomes obligated to comply with the provisions of Section 448.095, Florida Statutes, "Employment Eligibility," as amended from time to time. This includes, but is not limited to, utilization of the E-Verify System to verify the work authorization status of all newly hired employees, and requiring all subcontractors to provide an affidavit to Contractor attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. Contractor agrees to maintain a copy of such affidavit for the duration of this Agreement. Failure to comply �M R174;aratrayn P Z iM - - - - MIrecrilcm as yi-171 CCL1011 448.095, Florida Statutes, as amended, and Contractor may not be awarded a public contract for at least one (1) year after the date on which the Agreement was terminated. —ontractor will also be liable For an additional costs to Count incur -red as a result of the 24) Prohibited Telecommunications Equipment. Contractor represents and certifies that it and its applicable subcontractors do not and will not use any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, as such terms are used in 48 CFR §§ 52.204-24 through 52.204-26. By executing this Agreement, Contractor represents and certifies that Contractor and its applicable subcontractors must not provide or use such covered telecommunications equipment, system, or services for any scope of work performed for the County for the entire duration of this Agreement, If Contractor is notified of any use or provisions of such covered telecommunications equipment, system, or services by a subcontractor at any tier or by any other source, Contractor must promptly report the information in 40 CFR § 52.204-25(d)(2) to County, 25) Antitrust Violations; Denial or Revocation under Section 287.137, Florida Statutes. Pursuant to Section 287.137, Florida Statutes, as may be amended, a person or an affiliate who has been placed on the antitrust violator vendor list (electronically published and updated quarterly by the State of Florida) following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply for any new contract to provide any goods or services to a public entity-, may not submit a bid, proposal, or reply for a new contract with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on new leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a new contract with a public entity-, and may not transact new business with a public entity, By entering this Agreement, Contractor certifies neither it nor its affiliate(s) are on the antitrust violator vendor list at the time of entering this Agreement. False certification under this paragraph or being subsequently added to that list will result in termination of this Agreement, at the option of the County consistent with Section 287.137, Florida Statutes, as amended. f�6) Merger; Amendment; Interpretation, Joint Preparation. This Agreement, including Exhibit A, constitutes the entire Agreement between the Contractor and the County, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and authorized designees of the County, The titles and headings contained in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement. It is acknowledged that each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and accordingly the rule that a contract will be interpreted strictly against the party preparing same does not apply herein due to the joint contributions of both parties, 27) Severability; Waiver of Provisions. Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The non -enforcement of any provision by either party will not constitute a waiver of that provision nor will it affect the enforceability of that provision or of the remainder of this Agreement. E8) Signatory Authority; Counterparts and Multiple Originals. Upon request, the Contractor must provide the County with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. This Agreement may be executed in multiple originals, and may be executed in counterparts, each of which is hereby deemed to be an original, but all of which, taken together, constitutes one and the same agreement. IN WITNESS WFIEREOF, County, signing through its authorized representative, and Contractor, through its authorized representative, have made and formed this Agreement that is retroactive to October 31, 2024. CONTRACTOR: PEDIATRIC EMERGENCY STANDARDS, INC. By: 4-Signat e Date 2J ............... Print Nat & Title STATE OF COUNTY OF The foregoing instrument was sworn to/affinned and acknowledged before me by oli njeans of Vvsical presence or 0 online notarization, this __A__ day of " (];� 20 by k 0 President / Director / VP of Pediatric Emergency Standards, Inc., d/b/a 1�ndtevy, a Flori a orporation. Ile/She is personally known to me/or has produced 1:�__ (type of identifi cation) as identification. 71 . ... .. ..... ww�r Sigtitute of Notary Public ..................... (Print & Stamp Commissioned Name of Notary Public) BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA and BOARD OF GOVERNORS FOR THE FIRE AND AMBULANCE DISTRICT 1, MONROE COUNTY, FLORIDA: Digitally signed by Christine Christine Hurley H,,I.y B V: Date: 2025.05.09 09:07:49 -04'00' Christinc Hurley, CountyAdministratorDate Approved as to legal farm & sufficiency: Digitally signed by E- M. L— Eve M. Lewis D,t'k: 2025.05.07 17:04:58 -04'00' Eve M. I.,ewis, Assistant County Attorney Page 9 of 9 1. haindtevy Company Info: Pediatric Emergency Standards, Inc. 118OOState Rd84Suite B1 Davie, FL33325 Phone: (954)944-1114 FAX: (954)053-3792 Account Name: Monroe County Fire Rescue Bill To: 110OSimonton St Suite 2-213 Key West, Florida 33040 - - — A. — �—U 0'1 e Expiration Date: 11/1/2025 Quote Number: Q-17403 Client Contact: Zu|lyHeneyo Account Rep: Aliza Blochov Ship To: 49053rd St Suite 160 Marathon, Florida 33050 Product Description Quantity List Price Unit Price Total Code HMARPC Annual access to Handtevy Mobile, Access $6,536.25 $6,536,25 $6,536.25 to Medication Management Software, Unlimited Updates Included, Clinical and Technical support (Year 1) HMARPC Annual access to Handtevy Mobile, Access 1 $6,863.06 $6,863.06 to Medication Management Software, Unlimited Updates Included, Clinical and Technical support (Year 2) — 5% Uplift HMARPC Annual access to Handtevy Mobile, Access 1 $7,20621 $7,206.21 to Medication Management Software, Unlimited Updates Included, Clinical and Technical support (Year 3) — 5% Uplift Total Year price $$6.53825 Tax $0.00 Shipping and Handling $0l0 Total Year 1 $6.53625 To place an order, please email or fax a GOPY of the signed Quote and Purchase Order to: InfoOl-landtievy.com or (954) 944-1114. PESrequires execution ofuPurchase Order for all sales above $5.000before applicable freight and taxes. The undersigned, onbehalf of Customer, represents that he or she has the authority to sign this Quote and/or Purchase Order, and isbound hereby and agrees tmthe terms, conditions and pricing denoted and attached. Taxes, shipping and handling fees are estimates only and are subject m change at the time of order. Customer may provide PES with a tax exemption certificate, if applicable. »isour customers responsibility hoprovide the most up-to-dateand accurate protocol set, Additional fees will apply |nthe event a protocol set was submitted in error once customization has been initiated. Page 1of1 ..... . . ...... PEDIATRIC EMERGENCY STANDARDS, INC. TERMS AND CONDITIONS a "tuvovcrwfi.- The Quote, these Terms and Conditions, and div Purchase Order or the signed Quote and chcw Terms and Conditions shall constitute air agreement of the pArtiLs and be collectively referred to as the li. -Cuxltli shall be identified as such on the Quote, c means data entered by Customer relating to its patients that is entered into or transmitted through the PES Apps, of "Custornec lsnuoc.ols` means the medical practices. protocols, and guidelines adopted or used by Cuiaerri for patient care, including all drug concentrations, drug dosages, equipment sizes, and other practices adopted by Customer, formally or informally, from time to time. e, or means changes to the PES Apps created by PES at Customer's request and for Customer's benefit in order for Customer to operate the PES Apps in a manner consistent with Customer's Protocols. I'. (:jr to Qflypipgs- means the PES Offerings that have been approved by Customer after Customization g "t"Jj [i 'vc " D ';I ' t ' e" means the date Customer delivers a signed Purchase Order to PES 11 "bAlid-Tv"t), , means the thirteen (13) month period commencing on the Effective Date. i. "PES" means Pediatric Emergency Standards, Inc, j, "PES Apps" means the software application(s) licensed bN Customer pursuant to this Agreement as referenced on the Quote k "'PES PES means art} durable goods provided by PFS to Customer as identified in the Quote. I. "PIE's Offe-irriligs - The PES Apps, the PES Materials, and the PES Services are Sometimes collcetiveK referred to as the on, y u ItS:lie.� ans piofcssional services provided by PES to Customer as identified in the Quote, which IT18Y include Customization, education and training courses, and other support services n "f3Lrglj:4tQ 'fogr- means a document signed by Customer evidencing g acceptance of the Quote. 0 -Quote' means an offer by PES to provide certain PES Offerings at a price and oil terms set forth therein and in these Terms and Conditions, These Terms and Conditions are incorporated into the Quote. p -ggn4 means a twelve (12) month period commencing on an anniversary of the Subscription Stan Date in the event that Customer elects to renew this Agreement pursuant to Section 7(a) below, q, "SaaS" means software -as -a -service I means the date that is fit thin} (30) days after the Effccclive Date, or 60 such earlier date as agreed to in writing by PES and Customer. S, The "Term" shall begin on the Fffective Date and continue until this Agreement isterminated ornot renewed by either party in accordance with Section 7 below, t -User" means any individual that is an employee of or is or works for a contractor of Customer and thut uses PES Offerings, whether authorized by Customer to do so or not tJ �jisj�.(T _q min. Subject to the terms of this Agreement, beginning on the Effective Date and during the Teat, PES grants Customer a personal, ri exclusive license to access And Use the PES Ciffer-irigs, With respect to PES Apps, such license shall be in object code form only. b Cusionwation Clinical guidelines and related clinical content contained in �il-e, -PE-S, 61'te"rings must be approved by Customer pursuant to the Customization process prior to use in connection with patient care. Between the Effective Date and the Subscription Start Date is a thirty (30) day grace period during which Customer shall complete theCustonlization process Both PES and Customer will make reasonable efforts to ensuri,. that Customer is "live" on the PES Apps as quickly as possible, however. in no event will the Subscription Start Date be modified for implementation delays due to Customer Customer shall have an ongoing obligation in, monitor and update die Customized Offerings to ensure consistency with CustorneCs Protocols, as Customer's Protocols rnny evolve over time Customer shall submit a written request to PES fbr prompt revision and updating of the Customized Offerings when Customer or its medical staff, employees and/or contractors make modifications to Customer's Protocols, c, Improve^lnents. Customer agrees that any improvements or modifications to the PES Offerings shall belong to PES. Customer hereby grants, transfers and assigns (and agrees to grant, transfer and assign) to PES any and all of'Customer"s right, title and interest in and to such improvements or modifications. PES shall not be restricted in any manner in its use ofany intellectual property created by it. hereunder for Customer The foregoing grant, transfer and assignment (and agreement to grant, transfer and assign) also applies to any enhancement or improvement recommended orally or in writing by Customer to PES, it JMsi s, The foregoing license does not include file right to, and Customer has no right i (i) decompile, reverse engineer, disassemble, print, in, copy or display the PES Officrings in whole or in part or otherwise reduce the PES Apps to a human perceivable form in whole or in part; (6) publish, release, rent, lease, sublicense, loan, sell, distribute or transfer all or any portion of the PES Offierings to another person or entity; (iii) use or reproduce the PES Offerings for the use or benefit. ofanyone other than in connection with Customer's business enterprise; (iv) alter, modify of create derivative works offlic PES Offerings in whole or in part; (v) use or permit the use ofthe PES Offerings for commercial time-sharing arrangements or providing Service bureau, data processing, rental, or other services to any third party, or (vi) use the PES Offerings or any part or aspect thereof for any unlawful purpose or to mislead or harass anyone Use of or access to the PES Offerings in violation of the terms hereof is strictly prohibited. The rights granted Customer hereunder do not constitute a sale of any PES Offerings. PES retains all right, title, and interest in and to the PES Offerings, including without limitation all software used to provide the PES Apps, (and access via the SaaS), al I graphics. user interfaces, logos and trademarks reproduced through the SaaS, and all goodwill associated with an}` of the foregoing. except to the limited extent of Customer's license during the Tern as set forth herein. Customer's permission to access or use the IT'S Offerings may he limited or suspended immediately it" in PES's discretion, this Section or any other provision of this Agreement has been violated by Customer or any of its Users Customer agrees that a violation of this Section will cause PES irreparable and immediate harm, and that PES is entitled to injunctive relief to prevent such violation. Customer recognizes that the PES Offerings are protected by copyright and other laws, a Fees Throughout the Term, Customer shall pay PES the fees and other amounts (collectively, "Fees-) for the PES Offerings as set forith in the Quote. Certain amounts set forth in the Quote, such as applicable taxes, duties, and shipping and handling fees for PES Mateiials, are estimates and may be subject to final pricing at the time of delivery, If applicable to Customer's business. Customer may provide PES with a tax exemption certificate, riltayr ieli In the case of PES Apps. Fees shall be due in full on the Subscription Start Date and each anniversary thereof. In die case of courses, payrrolot joust be made IN FULL at least twenty -tour (24) hours, prior to the course stari time In all other cases, Fees are due within thirty (30) days ofinvoice, c Surs'Nosion ud rw apse. PES may suspend Customer's access to and use of the PES Offerings if'Customer fails to timely remit payment or is otherwise in material default hereunder.Any notices of dearcWtennination and suspension may be combined d, Pis,,S,1151214,ni�. Items or services listed at no charge on a Quote are included as part of a package discount or a subscription offering. Customer is responsible for appropriately allocating the discount extended on package pricing when fulfilling any reporting obligations, e b"KAMN_as5* lis.rPTS App,,. Fees for PES Apps may increase by up to eight, percent (81.) each year, in the sole discretion of PES. Customer will be notified ot'any Fee increase at least thirty (30) days prior to the end of the Initial Tenn or Renewal Tenn, is applicable. I' I In, fist PFs JPES may institute Fee increases for PES Materials and/or PES Services WiLhOL11, notice to its customers Any such Fee increases would not be retroactively applied Fees payable to PES are exclusive of all foreign, federal, state, and local taxes, including, without limitation, applicable sales, use, duty, customs, withholding, property, value-added. or similar sales -like taxes, tar -like charges, fees and liabilities, and credit card processing fees (but net including taxes based on PES's income) Foos"). all of which shall be the responsibility of'Custorner To the extent permitted by applicable law, Customer is responsible for and will remit (or will reimburse PES upon Pt -Ss request) such Taxes and Fees as may be Paid by PFS on Customer's behalf'. Appoptiatio i,rd'& , I gids, If' Customer is a city, county or other government entity, the parties agree that Customer may trintinalc the PES Apps and PES Services at the end of the Customer's fiscal term for a failure by Customer's goverrimp body to appropriate sufficient hinds to enable Customer to acquire the PES Apps and or PES Services for the next fiscal year. Notwithstanding the foregoing, this provision shall net excuse Customer from past payment obligations or other Fees earned and unpaid as of the end of'such Customer's fiscal term, Moreover, Customer agrees to provide PES with reasonable documentation evidencing such non - appropriation of funds. L.1.1ird Nniv Py!,,r If a third party pays sortie of all Fees on behalf' of Customer ('"'Thin[ Party Ifoyer"), the Third Party Payer must submit a Purchase Order directly. Customer shall immediately pay (and shall remain jointly and severally liable) for payment if the Third party Payer does not timely pay the Fees, j Late Fcqs. In the event that any Fees are not paid within thirty (30) day,.; of when due, such overdue amounts may, in die sole discretion of PES and to the extent permitted by applicable law, accrue interest until paid in full at a rate equal to the lesser of (if one and one-half (1 5%) percent per month, or (ill the maximum legal rate Customer's payment will not waive or extend any obligation of Customer to make ongoing payments, as and when due k. A--dit_Lht u�,ig, s PES may reasonably audit Customer's use of the PES _ Offerings and charge Customer a higher Fee if Customer's usage includes facilities, Users, patient populations, or services beyond die scope determined in development of the Quote, mtc. lwd fg�� base Orders PIES and Customer may _ execute and exchange additional or supplemental Quotes andJor Purchase Orders, that will be subject to these Terms and Conditions and become part of -this Agreement 4. DELIVERY. a, PES shall provide Customer access to PES Apps through a reasonable systern of electronic downloads PES shall grant Customer access promptly following completion of the Customization process b PE' ,$, Nlonerjak. Delivery dates for PFq Materials are not guaranteed In the absence of shipping instructions from Customer, PES will obtain shipping nneq on the Customer's behalf and for Customer's account. Deliver), shall be FOB PES, point of shipment, and title and risk of loss shall pass to the Customer once delivered to Customer's point of'shipment. PES will not be liable for any loss or damage of any kind due to delays in delivery or non- delivery resulting from any cause including, but not limited to, acts ol'God, labor disputes, governmental authority or edict, war, civil unrest, terrorist acts, delays in manufacture, failure of Customer to obtain any required license or permit, of the inability of PES to obtain goods from its usual sources. Any such delay shall not be considered a breach offony obligation by PES, and the delivery dates shal I be extended for the length of- such delay. 5, SERVICE LEVEL AGREEMENT, a jI-mange-p, itig PES shall be responsible for hosting and rng PES Apps on For each calendar month during the Term, PES r shall use commercially reasonable efforts to ensure that the PES Apps accessed by Customer via SaaS will maintain a level of uptime equal to or better than ninety-ninc percent (99%) (the "S - - �r%,Jce - or $L,�) 11Rtnme will be calculated using the Following formula: Uptime = (T-I NF) x 100/1- where "T" is the total number of hours that the PES App(s) is typically used per month (deternimed by multiplying the number od'hours per day that die PES App(s) is typically used by the number of (lays per week that the PES App(s) is typically used, and multiplying the result by 4-5 weeks in a monai), fold "TNF" is are number of hours the PES App(s) or any component of the PES App(s) licensed by Customer Linder the applicable Purchase Order is not functional or other -,vise unavailable during the month for any reason other than Scheduled Downtime (as defined below) or as a result of the Permitted Exclusions (as defined below) (the hours calculated will only include those [four-, that the such PES Apps would typically be in use). If any material portion of the total fianctionality of the PES Apps(s) is unavailable for operational use, the PES App(s) will be considered down from die time that Customer notifies PES that a PES App(s) is non-functional and the time that such PES App(s) is serviced and rnade available for use A minimum of' ninety-nine percent (99%) performance is based on the network hardware being operational, A PES App will be not considered down ifthe reason for the unavailability is a result of: (i) Scheduled Downtime of, (if) a Permitted Exclusion If the SLA is not met in any calendar month (other than as a result of Scheduled Downtime or a Pennitted Exclusion), PES shall provide Customer, as its sole and exclusive remedy, a Credit equal to two percent (2%) of are prorated monthly Fee For the month that the PES App(s) was unavailable (the plus an additional one percent (]%)ofthe Prorated Monthly Fee for each one percent ( 1%)that applicable Uptimc is less than 9911/o, up to an aggregate maximum credit of'six percent (6%) of the Prorated Monthly Fee PES shall calculate Uptime and any service level downtime Listing its system logs and other records, c $ gJk�Sktih;J__P 1p�� If PES deternaines that it must intentionally _ interrupt the PES Apps or that there is a potential for tire PES Apps to be interrupted to conduct system maintenance (collectively, bgo � )kI gd PES will use good -faith efforts, to notify Customer of'such Scheduled Downtime at least forty-eight (48) hours in advance, and will use commercially reasonable efforts to ensure that Scheduled Lkovntime occurs during the hours of 12:00 a in to 6:00 a.m. Central Time. of Pernutwd ENgWrOns Notwithstanding any other provision of this Agreement to the contrary, performance issues resulting from any of the following shall be considered a °"k'a,ITlritt qllix ghx�� _jqq*' for purposes of the SLA: (i) ,my force majoure or other event caused by factors outside of PES's reasonable control: (il) any actions or inactions of Customer or any third parties: (ill) any third party or Customer -provided network, hard,Aare, device or equipment failure; or (iv) general Internet operations problems. PES shall only be responsible for hardware and software upon which its PES Apps are hosted and its intemet service provider up to the point its intemet service provider connects with the public intemet Customer -provided network hardware support (i-e. fileservers, workstations, hubs, routers, etc.) is the responsibility of'Customer c fit,,To receive a credit pursuant to Section 5(b), Customer must notify PIES by email or otherwise in writing of its request, with receipt confirmation, within thirty (30) days of service interruption. 6. CUSTOMER DATA/ PRIVACY. a. wqkul *1 Except as provided below, unless it receives Customer's prior written consent, PES shall not; (i) access, process, or otherwise use Customer Data: or fill intentionally grant any third party access to Customer Data. including without limitation. PES's other customers, except PES subcontractors that are subject to a reasonable nondisclosure agreement. As between PES and Customer. all Customer Data shall be owned by Customer Notwithstanding the foregoing, PES may use and disclose Customer Data to fulfil] its obligations under his Agreement or as required by applicable law or by proper legal or governmental authority, To the extent that it is not prohibited from doing so by law or the terms of'such legal or governmental demand, PES shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at CL[StOrrer's expense, h.Aqtoua rati;ggLjj tJ,1W Notwithstanding any provision hereon. PES may use. reproduce, license, or otherwise exploit Arionymizcd Data, provided that Anorlynnized Data does not contain and is not PH[ (as defined in the Health Insurance Portability and Accountability Act or 1996 and its related regulations, as each may be amended), rinearis Customer Data with PHI and the names and addresses of" Customer and its Users removed, 7. TERM; TERMINATION. Refte"wa'I Up Thirty (30) days prior to each anniversary _ of the Subscription Start Date, PES shall invoice Customer for Fees for the next twelve (12) month period Payment ol'such Fees by Customer shall constitute a renewal of Agreement loran additional twelve (12) month Renewal Tenn. during which time this Agreement may only he terminate(] either ti) by murual agreement ofthe parties, or (it) for Cause pursuant to Section 7(c) below, b Customer may elect not to pay Fees for a Renewal Term, in which event this Agreerlicni and Customer's access to the PES Apps shall terminate at the end of the Initial Term or Renewal Tenn then in effect. PES may elect not to renew this Agreement for a Renewal Term by providing Customer with at least thirty (30) days advance written notice, in kkinch event this Agreement and Customer's access to the PES Apps shall terminate at the end of the Initial Tenn or Renewal Tenn then in effect, C, h1t t'4g)S. Either party may terminate this Agreement, and Customer's use of the PFS Offerings, for "Cause." in the event that i Either party breaches a material provision of this Agreement (which shall include non-payment of Fees) and such breach is riot cured within 30 days after written notice is provided to the breaching party. Customer's access to the PES Offerings may be suspended during the 30-day cure period if' the breach would cause potential damage to PES or otherwise renders Customer's continued use thereof unsafe; ii, Either party files a petition in bankruptcy, whether voluntary or involuntary, or an assignment for the benefit of creditors, in which event termination shall be effective mrimcdiatcly; or in Customer breaches or threatens to breach any of the provisions or (A) Section 2(d) with respect to exclusions to Customer's license hereunder; or (B) Section 10 regarding confidentiality, Termination pursuant to this Section 7(c)(int shall be immediate upon written notice by PES, ell (tvrdaass� t,OAfter the Effective Date, Purchase Orders may not be cancelled, changed, suspended or deferred without the express, written consent ofPES, Customer agrees to pay all Fees and costs associated with any cancellation, change, suspension or deferral of a Purchase Order including, without limitation, for PES's Customization work and PES's efforts to mitigate damages, If' PES agrees to allow cancellation ol'a Purchase Order, then this Agreement shall tuTminate its of the (Late of such mutual agreement. otherwise, this Agreement ieenicra and Customer's obligation to pa} Fees shall continue for the remainder of the Term, Returns. PES Materials may be returned for a refund within thin), (30) days of the delivery date; provided, that returned PIES Materials will not be accepted if they have been used or are not in good condition Customized PES Offerings are non-rettindable If"accepted, returned PES Materials are subject to a filleen percent (I i%) restocking Ice. Return shipping fees are Customer's responsibility. if Customer desires to return PUS Materials, Customer must first call PES Customer Service at 866.867.3 192 and obtain a Return Goods Authorization Number (RGA#) Customer must then repackage PES Materials and mail them to Pediatric Emergency Standards, Inc- 11870 State Road 84, Suite C5, Davie, Florida 33325 PES Materials that are returned without prior authorization will be relbsed, and the carrier will charge Customer freight in both directions. If PES accepts returned items and issues a refund pursuant to this Section, then this Agreement shall lenilioatC as ol'such reftind date Upon any termination ofthis Agreement pursuant ... .... s Section 7, Cusltome�'s license to use and access to the PES Ot'rerings will immediately cease and all Fees due hereunder shall be immediately due and payable; provided, however, that, in fire event Custornertenninates this Agreement pursuant to Section 7(c)(i) as a result ofan uncured breach by PFS or pursuant to Section 7(c)(6) in the event PES files a petition in bankruptcy or in,,) k e s an assignment for the benefit ofereditors, then Customer shall be relieved of any further obligation to pay Fees and PES shall refund to Customer p.orated F=; already paid by Customer for ,he remainder of' the Term The applicability of certain provisions in this Agreement shall survive termination as set forth in Section 18(e) below 8. SERVICE AND REPAIRS. Updates to the PIES Apps shall be made available to Customer at no additional charge All service anctor repairs are performed wholly or in part at the discretion of PES PES Materials darnaged in delivery will be replaced at no cost to the Customer. Damage caused by wear and tear, abuse or accident is at the expense of'Customer. The remedies provided herein are exclusive 9. DISCLAIMERS. a, qjglaimcr.(fW rranties- EXCEP7 AS PROVIDED HEREIN, THE PES OFFERINGS ARE PROVIDED ON AN "AS IS" BASIS, AND PFS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES RELATED THERETO, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND OTHERWISE ng_ Customer acknowledges that accessing data online involves risks of unavailability of information and Customer assumes such risks. Customer has sole responsibility for obtaining, maintaining and securing its connections to the Internet, PES makes no representations to Customer regarding the reliability, performance or security ofany network or pro% ider, PES cannot control the flow of data to or from its network and other portions ofthe interact as such flow depends, in large pan, on the performance ofintemet service providers or third parties At times, actions or inactions of such third parties may impair or disrupt Customer's connections to the internet (or portions thereof), Accordingly, PES disclaims any and all liability resulting from or related in any way to any unavailability of a PIES App, including as a result of Scheduled Downtime or a Pennitted Exclusion, and Customer acknowledges that its sole remedies in any such event are as set forth in Section 5(b). For these reasons, Customer further agrees to instnict its Users and all medical personnel to have hard copies of Customer's Protocols and the PLS Materials or other backup Options immediately available at all times in case access to (fie PES Apps is interrupted or otherwise becomes unavailable C -IC'mon i PES makes clinical content contained in the PIES Offerings and in the Customized Offerings approved by Custorner ii Clinical guidelines and related clinical content contained in the PFS Offerings must be approved by Customer pursuant to the Customization process prior to use in connection with patient care, Customer shall have an ongoing obligation to monitor and update the Customized Offerings to ensure consistency with Customers Protocols, as Customer's Protocols may evolve over time, Customer shaft submit a written request to PES for prompt revision and updating of' the Customized Offerings when Customer or its medical staff. employees and/or contractors make modifications to Customer's Protocols iii Customer hereby acknowledges that the Customized Offerings are not a substitute for die judgment of licensed medical professionals The Customized Offerings are tools that may assist medical professionals in the delivery ofcare to patients All medical judgm ents are reserved to licensed clinicians, Failure to tender care consistent with recognized standards ofearc may result in injury to the patient, iv. Customer must determine for itself whether the PIES Offerings will meet its needs, and PES makes no representations or warranties in that regard 10. CONFIDEN T11 IAIATY, For purposes of this Agreement. die term ncti(ni" means: (i) any non-public information of PES or Customer including, without limitation, information regarding the PES Offerings, information relating to current and planned products and sen,lecs of PES and its technology, techniques, know-how, research, engineering, designs, finances, accounts, procurement requirements, manufacturing, customer lists, business forecasts and marketing plans; (n) PES's security controls, policies, procedures, audits, or other information concerning PES's internal security posture; (iii) patient information obtained by Customer; (iv) any other information ofa party that is disclosed in writing and is conspicuously designated as "Confidential" at the time of dl;_-Iosu-e om that is d"'cirlsed omflv and is, identified as "Confidential" at the time of disclosure; and (v) this Agreement, including the Quote. Notwithstanding the foregoing, Confidential Information does not include inforniatiun that: (A) is in the other parry's possession at the time of disclosure; (B) is independently developed without use of or reference to Confidential Information; (C) becomes known publicly, before or after disclosure, other than his a result of a party 's improper action or inaction: (D) is approved for release in writing by the disclosing party: or (E) is required to he disclosed by iaw,. The parties shall not use Confidential Information for any purpose other than to fulfill their respective obligations under this Agreement. Each party: (i) shall ensure that its employees or contractors me bound by confidentiality obligations no less restrictive than those contained herein; and (6) shall not disclose Confidential Information to any third part), without priorwritien consent from the disclosing party, Without limiting the generality of the foregoing, die receiving party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information ofsinntar nature and importance, but with no less than reasonable cam A receiving party shall promptly notify the disclosing party of any misuse or misappropriation of Confidential Information of which it becomes aware Cu.st:otner agrees that breach of this Section would cause PES irreparable injury, for which monetary damages would not provide adequate COITIPCIlSatiOn. In such instance, PES will be entitled to injunctive roliefagainst such breach or threatened breach, without PES proving actual damages or posting a bond or other security. provided that if a judge determines that a blind is required, the parties agree that One Thousand Dollars (S 1,000) shall be a reasonable bond. d Q)imai,A5m,oWsl rrtw I)1t1,,otltar PES acknowledges that Customer may be required to disclose certain Confidential information if mandated by court order or, in the case of a Customer that is a governmental entity, pursuant to applicable open records laws or lawful public records requests. At such time as Customer becomes aware that it may be required to disclose Confidential Information, it agrees to (i) provide PES with prompt written notice in order to allow PES to protect its Confidential information, object to the disclosure, and or to seek a protective order. acid (ii) cooperate with PES in such efforts. in addition to the obligations of this Section with r"pLel to Confidential Information "neoil y, Customer agrees Co provide additionai protection to PES spume ,.,,do information pursuant to Section I O(e) below. e Source Code. THE SOURCE CODE FOR THE PES APPS SHALL BE CONSIDERED HIGHLY CONFIDENTIAL INFORMATION UNDER THIS AGREEMENT AND MAY NOT, UNDER ANY CIRCUMSTANCE, BE DISCLOSED BY CUSTOMER TO ANY THIRD PARTY EXCEPT PURSUANT TO A VALID COURT ORDER. Immediately upon term nation ol'this A p—R-M Co' open rcquQs1t, each party agrees to promptly return all Confidential Information and copies thereofhelonging to the other party If' Customer is a governmental entity and required to retain certain Confidential Informa(ion after termination of this Agrccuiew, Lwn Customer shall retain only ilia( portion ol'the Confidential Inforina(ion that it is strictly required to retain under applicable law, return all other information to PES, and execute it reasonable non -disclosure agreement in connection with the retained Confidential Information, It. INFRINGEMENT. al kcp ' I. PES shall defend and indemnify Customer from any damages, costs, liabilities, expenses (including reasonahle and actual attorneys fees) actually incurred or finally adjudicated as to any third party claim or action alleging that the PES Apps infringe or misappropriate any third part) 's patent, copyright- trade secret or other intellectual propert) rights enforceable in die applicable jurisdiction (each a "Clairn") h, I-PI.Retagdw, If any PES Offering becomes, or in PES's opinion is likely to become, the subiect of an infringement or misappropriation claim, PES may, at its option and expense, either (i) procure for Customer the right to continue using such PES Offering: (it) replace or modify the PES Offering so that it becomes non -infringing; or (ill) tenninate Customer's right to use the PCS Offering acid issue Custonicra refund forany Fees for periods after Such termination Notwithstanding the foregoing, PES will have no obligation or otherwise with respect to any intiingement or misappropriation claim based upon: (A) any use of the PES Apps not in accordance with this Agreement or for purposes not intended by PES: (B) any use of the PES OfTerings in combination with other products, equipment. software, or data not supplied or authorized by PES, (C) any uscol'any release of the PES Apps other than the most available to Customer at no additional charge; or (D) any modification of a PES Offering made by any person other than PES or an authorized representative or agent thereof. In any such case Customer will defend PES from any such claim against PES I , his Sw,:Ou is PUS"S sole ObhPati,)H and hilbih(%. and I"uqtomcr s sole remcdy, for potential or actual intellectual property infringement relating to the PES Offerings, d 1,1 pgefjqtgs, fhe party seeking indemnification (the gkpiqi 0,I -if _jR, !q coast give pionipt written notice of' such Claim to the other party (the accompanied b) copies or an) written doe umentation regarding the Claim received by the Indemnified Party The indemnifying Party shall compromise or defend, at its own expense and with its own counsel. jury such Claim The indemnified Party will have the right, at its option, to participate in the settlement or defense ofinly such Claim, with its own counsel and at its own expense; provided, however, that the indemnifying Party will have the tight to control such settlement or defense, The Indemnifying Party will not enter into any settlement that imposes any liability or obligation oil the Indernnified Party without the hidernicified Party's prior written consent. The will cooperate in any settleffroilt or defense and give each other full access to all relevant information, in the Indemmivim-, Party's expense 11 GOVERNMENT REGULATIONS, Each party agrees to comply with all applicable import, export and anti -corruption statutes and regulations of the United States in connection with the manufacture, sale and distribution of the PES Offerings including, without limitation, the Foreign Corrupt Practices Act, Each party agrees to indemnify and hold harmless the other from all claims, demands, damages, costs, fines, penalties, aoorrccys' fees and all other expenses arising f1`crn a party's failure to comply with this Section anWor applicable laws, rules anctor regulations governing the PES Offerings, 13. LIMITATION OF LIABRATY. a. LINIFTATION -, L7 � (Lr UNDER NO CIRCUMSTANCES _ - - .A V 5, .SHALL' PES OR CUSTOMER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING CLAIMS FOR DAMAGES FOR LOST PROFITS, GOODWILL, USE OF MONEY, INTERRUPTED OR IMPAIRED USE OF THE PES OFFERINGS, AVAILABILITY OF DATA, STOPPAGE OF WORK, OR IMPAIRMENT OF OTHER ASSETS b PES'S MAXIMUM LIABILITY FOR ALL CLAIMS OF LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEPT AS PROVIDED IN PARAGRAPH 11 "INFRIN6FMFNT', SHALL NOT EXCEED FIVE (5) TIMES THE FEES PAID BY OR ON BEHALF OF CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM. c Each party shall be responsible to carry insurance in appropriate amounts to cover the activities conducted by it under this Agreement Upon written request, PES agrees to provide Customer with evidence of its insurance coverages, 14. DISPUTE RESOLUTION. Except for claims arising from Customer's non- payment or underpayment ol'amounts owed to PES, any and all claims arising out ofor related to this Agrccrcicnc shall be barred, unless instituted either (if Lflt!ijo two 2 years from the date that the complaining pally knew or should have known of the facts giving rise to a claim, or (it) the applicable Florida statute of limitations, whichever is shorter, li. Governin La , This Agreement and any claim or controversy arising hereunder (whether in contract, ton, or otherwise, including statutory, consumer protection, or common law) shall be governed by the laws of the State of Florida, without regard to conflicts of law The UN Convention for the International Sale of'Goods and the Uniform Computer blforrnatiOri Transaction,; Act will not apply, In any dispute, each party will bear its own attorneys' fees and costs. c NjgMallonto the event of any dispute, claim (it disagreement arising out of or relating to this Agreement, the panics shall first subruit the dispute, claim or disagreement to non -binding mediation administered by the American Arbitration Association (the "AAA") in accordance with its Commercial Mediation Procedures, The place of mediation shall be Fort Lauderdale, Broward County, Florida, The mediation shall be conducted by nne (1) mediator selected in accordance with AAA rules, unless the parties otherwise mumally agree to a panel of'three (3) mediators. (I f� Bit, linL Artirtration If the dispute, claim or disagreement is not resolved 11 1 , _ Anti 1- 11 within sixty (60) days after the initial mediation mecting, then either party may submit the dispute, claim or disagreement to binding arbitration administered by the AAA in accordance with the provisions of its Corrunercial Arbitration Rules and, except as provided in Section 14(c) below, such arbitration shall be the sole means of dispute resolution, The place ofarbitraction shall be Fort Lauderdale, Broward County, Florida, Tile arbitration shall be conducted by one ( I ) arbitrator selected in accordance with the AAA rules, unless die parties otherwise mutually agree in a panel ot'three (3) arbitrator,,, e loircliglooN, Notwithstanding anything in this Agreement to the contrary, each party shall be entitled to seek injunctive or other equitable refier Without first submitting the matter to mediation or arbitration in accordance with the provisions of this Section 14, even if a similar or related matter g $jgnattrr Electronic signatures on any portion of this Agreement (or has already been referred to mediation or arbitration in accordance with the copies of signatures sent via elecuonic means) arc the equivalent of terms of this Section 14 Venue for any action permitted to be brought in handwritten signatures and are fully enforceable. court under this Section shall be the appropriate state and federal courts located in Fort Lauderdale, Broward County, Florida 15. SEVER-1WIL14Y. If provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intmded purpose to the maximum extent permitted by applicable law, and the remaining provisions (it this Agreement will continue in full force and effect 16. NOTICE. Notices provided under this Agreement must be in writing and delivered to PES's or Customer's principal place of business as forth in the Purchase Order and/or Quote by: (a) certified mail, return receipt requested; (h) hand delivery; (c) e-mail with a confirmed read receipt; or (d) reputable overnight carrier service, In the case of delivery by e-mail, the notice must be followed by a copy of the notice being delivered by a Means provided in (a). (b) or (d), -rhe, notice will be deemed given on the day the notice is received by are party receiving such notice. 17. DESIGN CHANCES. Except as otherwise agreed expressly in writing, LIES nnag at any time furnish improvements to a product's design and/or construction, PES may also furnish suitable substitutes for materials that arc unobtainable because of priorities or regulations established by governmental authorities or the non -availability ol'products firorn suppliers 18. MISCELLANEOUS a, Meigq QLaysS In enterin-, into [his Agreement, neither party is relying upon any representations or statements of me other that are not billy expressed herein or therein; rather each party is relying on its own judgment and due diligence and expressly disclaims reliance upon any representations or statement not expressly set forth in this Agreement. In the event Customer issues User instructions, internal memoranda, or any other document addressing any of the PES Offerings, it is hereby specifically agreed and understood that Such writing is for the CLIStOoXf'S internal purposes only, and that any ter is. provisions, and conditions contained [herein shall in no way modify this Agreement b A , u � �,&5 , Neither party may assign, subcontract, delegate N�'Jzr,d ��tqy� - or otherwise transfer this Agreement or any of its, rights or obligations hereunder, nor may it contract with third parties to perform any of its obligations heicunder cxccpl as contemplated in this Agreement, without the other patty's prior %%rittvii consent, except that either party mac, without the prior consent of the other, assign all its rights under this Agreement to (i) a purchaser of all or substantially all of its assets, or (ii) a third party participating in a merger, acquisition, sale of assets or other corporate reorganization in which Mier party is participating (collectively, a Jqu&, it t Q i 4): provided however, that the non-3,SSignifIg party is mat � given notice of Change in Control and the assignee is not a competitor of die non -assigning party hereunder c LL ktC), No delay, failure, or default. other than a failure to pay Fees when due. will constitute a breach ofthis Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquake,,, other acts ot'God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party's reasonable control (collectively. J`jtjjL._,yIAt,qv`), In such event, hovtever, the delayed party must promptly provide the other party notice of the Force Majeure The delayed partN's time for performance will be excused for the duration of the Force Majcjrc, but ii'the Force Majeurc event lasts longer than thirty (30) days. the other party may immediately ienninate any unfidtilled Purchase Order d Neither party will be deemed to have waived any of its right,; under this Agreement, unless it is an explicit written waiver made by an authorized representative. No waiver ofa breach will constitute a waiver of any nther breach e Sur\ , iv , a) of , Terms I nitss ol.her\N ise stated, all of PE'S's and Custorner's respective obligations', representations and warranties under thts Agreement which are not. by the express their terms, fully to be performed during the Term shall SUrViVC the MTuination of this Agreement Without limiting the l'oregoing, tire provisions or Terms and Conditions Section,,, 2(d), 6, 9, 10, 13, and 14 shall survive any termination of this Agreement ?jgd+tqriAir individual) executing or delivering a Quote or a Purchase Order hereunder acknowledges that he or she has the authority to act on behalf of the Customer or PES, as the case may be, and bind such pan), to die (crinis hereof. Monroe County Purchasing Policy and Procedures ATTAC14MUNT n s COUNTY ADMINISTRATOR CONTRACT. SUMMARY FORM FOR CONTRACTS $1„00,000,00 and Under Contract with - CANON FINANCIAL SERVICES 187646- Effective Date: 01 /01 /2'0,25 Expiration Date: 12/31/2030, Contract Purpose/Description: 60 month state contract 4100000-24-NASPO-A S FL 187646 at $164,95 per month for (1)- Canon imageRUNNER At}YANCE DX C39301 in Ocean Reef. To replace Contract 865214-1. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: -Meg Heinemann, 2556 Building Dept., 8top #11 (Name) (Ext.) (Department/Stop CONTRACT COSTS Total Dollar Value of Contract: $ 0897.00 Current Year Portion: $ 1970.40 (must be $100,000.00 or less) (If multiyear agreement then requires BOCC approval, unless the W;:r�i +°B8nmlrlik'" �gYdt}W,.4tlNq N°1 NfPfPl1dPd,IfN1 �n II r Budgeted? Yes No� Grant: $ County Match: $ Fund/Cost Center/Spend Category: 180-52502 SC0o080, ADDITIONAL COSTS Estimated Ongoing Costs: $ 240/yr For: Copier meter usage charges [SC_00147] (Not included in dollar value above) (e.g. maintenance, utilities, janitorial, salaries, etc.) Insurance Required: YES *NO ❑ CONTRACT REVIEW Reviewer Date In Griffin Department Head Signature: Rick Griffin Dataal2025.1ly etl0y4l 0200-0 Date. 2025.11.20 14:02:00-OS'00' County Attorney Signature: Kelly Dugan Dataa'2029.11.26ly signed Kelly Dugan Date: 2025.11.26 10'.50:20-05'00' Risk Management Signature: Jaclyn Flatt Digitallyned Jaclyn Fla" Y Date: 2026.01.05 15:32:29-05'00' Purchasing Signature: Bonnie Madrid Digitally signed by Bonnie Madrid Date: 2026.01.06 11:45:30-05'00' OMB Signature: Angelica Malcosk Digitallysignedby4441 a05'00'ky y Y Date: 2026.01.0614'.44:17-05'00' Comments: Under State of Florida Contract 4100000-24-NASPO-ACS FL 187646 Revised BOCC 4/19/2023 Page 84 of 105 �arrrr��l � of the inc You", 0 /`) Ce"' Proposal for MC Building Dept. Ocean Reef under State Contract# 4100000-24-NASPO-ACS FL 187646 Canon imageRUNNER ADVANCE DX C3930i Ships standard with 200-sheet Single Pass Duplexing Automatic Document Feeder, Envelope Feeder Attachment, 100-sheet stack bypass, 2 x 550-sheet Paper Cassettes, UFRII/PCL/PS Printing, Direct PDF/ XPS Printing, Color Universal Send with PDF High Compression, Encrypted PDF, Digital Signature PDF (Device and User Signature), Trace and Smooth PDF, Searchable PDF/XPS, OOXML (Scan to PPT and Word), Universal Login Manager(Requires Download),uniFLOW Online Express, Access Management System, SSD Data Initialize, Data Encryption (FIPS-140-2), IP Sec, Encrypted Secure Print, Secure Watermark, Web Browser, 3.5GB RAM, 256GB SSD, Color Image Reader, Ethernet 1000Base-T/100Base- TX/10Base-T,USB 2.0/3.0 Connectivity, Wifi Connectivity, Remote Operator's Software Kit, Color Network ScanGear and Drum Units. For proximity card use, DX platform devices come standard with iC Card Reader Box. Any configuration requiring a Proximity Card Reader is an additional purchase. Location of Unit: 300 Magnolia Street Key Largo, FL 33037 Pricing: 60 month state contract 4100000-24-NASPO-ACS FL 187646 at $164.95 per month for (1)- Canon imageRUNNER ADVANCE DX C3930i effective date 01/01/2026 to terminate 12/31/2030. Will replace contract# 865214-1. Options included in pricing: as listed in the attached CFS State Contract Equipment and Services Worksheet Service and Supply Agreement: Zero base maintenance program billed through CFS under state contract# 4100000-24- NASPO-ACS FL 187646 at rates of $0.0125 per B&W page and $0.0768 per color page. ➢ Includes delivery, setup, and connectivity Onsite customer training ➢ Toner replenishment ➢ Meter service provided through Canon Financial Services ➢ All local supplies, parts, and labor excluding paper and staples Average 2 hour response time to service priorities Please feel free to contact me with any questions at 305-783-8002 Thanks John Ribble Digitally signed by Kelly Christine Digitally signed by Dugan Christine Hurley Kelly Dugan Date: 2025.11.26 Hurley Date: 2026.01.08 10:50:42-05'00' 13:16:55-05'00' Kelly Dugan Christine Hurley Assistant County Attorney County Administrator Confirmed falls under State Contract# 4100000-24-NASPO-ACS FL 187646." Confidential — not to be shared or copied without the prior written consent of Sands of the Keys, Inc PAGE 1 OF 1 Customerl Daaler and Contact Information OBTYINIM „ .... Submitted bV I John Ribble Docusign Envelope ID: 4316492D-64C5-4DFE-A159-386D43B9D8BE Enterprise Alternate Contract Source (ACS) No. 44100000-24-NASPO-ACS For Multi -Function Devices, Copiers, and Related Software and Services This Enterprise Alternate Contract Source No. 44100000-24-NASPO-ACS for Multi -Function Devices, Copiers, and Related Software and Services ("Term Contract"), is between the Department of Management Services ("Department"), an agency of the State of Florida, located at 4050 Esplanade Way, Tallahassee, FL 32399; and Canon U.S.A., Inc. ("Contractor"), located at One Canon Park, Melville, NY, 11747; collectively referred to herein as the "Parties." WHEREAS, section 287.042(16), Florida Statutes (F.S.) authorizes the Department to evaluate contracts let by the Federal Government, another state, or a political subdivision for the provision of commodities and contract services; WHEREAS, the State of Colorado through NASPO, competitively procured multi -function devices and related software, services, and cloud solutions and executed Master Contract No. 187646, Multi -Function Devices and Related Software, Servies, and Cloud Solutions ("Master Contract"), with the Contractor; and WHEREAS, pursuant to section 287.042(16), F.S., the Secretary evaluated the Master Contract and determined that use of the Master Contract is cost-effective and the best value to the state. NOW THEREFORE, in consideration of the mutual promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Term and Effective Date. The Master Contract became effective on August 1, 2024, and its term currently ends on July 31, 2026. The Master Contract has three (3) years of renewals available. This Term Contract will become effective on August 1, 2024 or on the date signed by all Parties, whichever is later. This Term Contract will expire on July 31, 2026, unless terminated earlier or renewed in accordance with the Exhibit B, Enterprise Standard Terms and Conditions. 2. Order of Precedence. This contract document and the attached exhibits constitute the Term Contract and the entire understanding of the Parties. This contract document, Exhibits A, B, and C constitute the Participating Addendum to the Master Contract and modify or supplement the terms and conditions of the Master Contract. All exhibits listed below are incorporated into this Term Page 1 of 3 Docusign Envelope ID: 4316492D-64C5-4DFE-A159-386D43B9D8BE Enterprise Alternate Contract Source (ACS) No. 44100000-24-NAS PO-ACS For Multi -Function Devices, Copiers, and Related Software and Services Contract by reference herein. In the event of a conflict, the following order of precedence shall apply: a) This contract document b) Exhibit A, Additional Terms and Conditions to the Enterprise Contract c) Exhibit B, Enterprise Standard Terms and Conditions d) Exhibit C: Florida Post -Hoc Lease -Cancellation (FLPL) Rate Sheet for Canon U.S.A., Inc. e) Exhibit D, Master Contract (including any amendments to the Master Contract made prior to the effective date of this Term Contract and any subsequent amendments to the Master Contract that are added to this Term Contract in accordance with the Modifications Section listed below) Where the laws and regulations of a state other than the State of Florida are cited or referenced in the Master Contract, such citation or reference shall be replaced by the comparable Florida law or regulation. 3. Purchases off this Contract. Upon execution of this Term Contract, agencies, as defined in section 287.012, F.S., may purchase products and services under this Term Contract. Any entity making a purchase off of this Term Contract acknowledges and agrees to be bound by the terms and conditions of this Term Contract. The Contractor shall adhere to the terms included in any contract or purchase orders issued pursuant to this Term Contract. 4. Primary Contacts. Department's Contract Manager: Christopher McMullen Division of State Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 360 Tallahassee, Florida 32399 Telephone: (850) 922-9867 Email: cl iristo heir„irniicirnivallllein @dims„f.. ov Contractor's Contract Manager: Samantha Owens Canon U.S.A., Inc. One Canon Park Melville, NY 11747 Telephone: (631) 330-2754 Email: its Ib1dadirniiin 5cusa„canon„coirn Either party may notify the other by email of a change to a designated Contract Manager Page 2 of 3 Docusign Envelope ID: 4316492D-64C5-4DFE-A159-386D43139D813E Enterprise Alternate Contract Source (ACS) No. 44100000-24-NAS PO-ACS For Multi -Function Devices, Copiers, and Related Software and Services providing the contact information for the newly designated contact, and such notice is sufficient to effectuate this change without requiring a written amendment to the Term Contract. 5. Modifications. Unless otherwise stated in the Term Contract, any amendments to this Term Contract must be in accordance with Exhibit B, Enterprise Standard Terms and Conditions. If amendments are made to the Master Contract after the effective date of this Term Contract, the Contractor shall: 1) notify the Department of such amendments; and 2) provided the Department is amenable to incorporating the amendments into this Term Contract, enter into a written amendment with the Department in accordance with Exhibit B, Enterprise Standard Terms and Conditions. IN WITNESS THEREOF, the Parties hereto have caused this Term Contract to be executed by the undersigned duly authorized undersigned officials. State of Florida: Department of Management Services DocuSigned by: By: Name: Pedro Allende Title: Secretary Date: 12/15/2024 1 4:09 PM EST Contractor: Canon U.S.A., Inc. ned by: By:�AtLAS, Name: Mason Olds Title: SVP Date: 12/13/2024 1 1:19 AM PST Page 3 of 3 ADDENDUM (Federal Clauses Only) The following clauses are added into the attached Agreement as if fully set forth therein: Federal clauses. Recognizing that a portion of the funding for this Project comes from one or more federal awards as that term is defined in 2 C.F.R. § 200.38, the following provisions from 2 C.F.R. part 200 including Appendix II to part 200 apply to this Agreement: a) SMALL AND MINORITY BUSINESSES, WOMEN'S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS. The County strongly encourages the use of women-, minority- and veteran -owned business enterprises (SBEs) and wishes to see a of 5% of the contract or subcontracts awarded pursuant to this RFP go to SBEs. Contractor shall provide good faith effort and associated documentation. Contractors may search for Florida registered SBEs at: ltlltf F w� Rrfw !,.rm fprrotrrt(_t, f csrrttflftf rlf .�rftr wrr tkrntlrtlgl¢ (fus t, of msuppllrr diversily.. d sH Any proposal submitted in which the vendor is certified as an SBE, or in which the vendor proposes to use subcontractors that are certified as SBEs, must submit proof of the registration or certification from a federal, state or local authority in order to receive credit for the use of the SBE. b) Audit of records. Contractor shall grant to the County, Florida Division of Emergency Management (FDEM), Federal Emergency Management Agency (FEMA), Florida Department of Transportation, the Federal Government, and any other duly authorized agencies of the State or Federal Government or the County where appropriate the right to inspect and review all books and records directly pertaining to the Contract resulting frorn this RFP for a period of five (5) years after final grant close-out by FEMA or DEM, or as required by applicable County, State and Federal law. Records shall be made available during normal working hours for this purpose, In the event that FEMA, DEM, or any other Federal or State agency, or the County, issues findings or rulings that the amounts charged by the Contractor, or any portions thereof, were ineligible or were non -allowable under federal or state Law or regulation, Contractor may appeal any such finding or ruling, If such appeal is unsuccessful, the Contractor shall agree that the amounts paid to the Contractor shall be adjusted accordingly, and that the Contractor shall, within 30 days thereafter, issue a remittance to the County of any payments declared to be ineligible or non- allowable. Contractor shall comply with federal and/or state laws authorizing an audit of Contractor's operation as a whole, or of specific Project activities. c) Federal Nondiscrimination Clauses During the performance of this Agreement, the Contractor agrees as follows: (1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the fallowing Employment, upgrading, demotion. or transfer, recruitment or recruitment - layoff ortermination; rates of pay or other forms of co*penotim� and selection for trainhng, including apprenticeship. The Contractor agrees to post in conspicuous place,,;, available to employees and applicants for empbymem, notices to be provided by the contracting officer setting forth the provisions ofthis nondiscrimination clause. (2) The Contractor will, in all solicitations oradvertisements for employees placed by or an behalf ufthe ContneoVor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, nrnational origin, (3) The Contractor will not discharge minany other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant, This provision shall not apply to instances in which an employee who has access to the compensation information of niker employees or applicants anapart ofsuch employee's essential job functions discloses the numpaouwhon mfsuch other employees orapplicants 8aindividuals who donot otherwise have muoeea to such infmrmmdon, unless such disclosure is in response to u formal complaint or charge, in furtherance o/ on invmndgaUon, pmoeeding, hearing, or aoUnn, including aninvestigation conducted hythe emn|nye,.o,|econsistent with the Contractor's legal duty Uofurnish information. (4) The Contractor will send hoeach labor union orrepresentative ofworkers with which it has a co||eoikm bargaining agreement mother contract o, undom!axdiny, o notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the Contractor's commitments under section 202 of Executive Order 1124GofSeptember 24. 1885.and shall post copies ofthe notice inconspicuous places available (oemployees and applicants for employment. (5) The Contractor will comply with all provisions of Executive Order 11245 of Smptomber24. 1g85.and ufthe rules, regulations, and relevant orders ofthe, Secretary of Labor. (G) The Contractor wilt furnish all information and reports required by Executive Order 11248 of September 24. 1965. and by the rules, regu|ahonu, and orders m[the Secretary ofLabor, urpursuant thereto, arid will permit access h,his books, mcorda, and accounts by the contracting agency and the Secretary of Lobo/ for purposes of investigation to ascertain compliance with such rules, regulations, and orders. <7> In the event of the Contractor's non-compliance with the nondisohminaUonclauses of this contract o/with any ,fsuch rules, regulations, worders, this contract may be canceled, terminated or suspended in whole or in part and the Cm`heohu, may be declared ineligible for further Government contracts in accordance with procedures authorized inExecutive Order 1124Oof September 24. 18G5.and such other sanctions may V*imposed and remedies invoked meprovided in Executive Qn|or 11248 ofSeptember 24. 1985, or by ru|e, regulation, o/order ofthe Secretary of Labor, or amotherwise provided hylaw. (B) The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through <7> in every subcontract orpurchase order unless exempted by rules, nagulaUonn, or orders of the Secretary of |.mh", issued pursuant to Section 204 of Empcxd\ve Order 11246 of 8np(embnr24 1965 oothat Such provisions will be binding upon each or venclor. The will take such action withpurchase including sanctions for noncompliance, pmvded. however, that inthe event acontractor become,; invoked in, or is threatened with. litigation with aouboonhoctoro/vendor as a result of such direction the administering agency the contractor may request the United States to enter into Such litigation to protect the interests of the United States ---- �-�— -- �� - - ---- �� d) Contractor agrees to comply with all applicable standards, orders orre0okaliom v issued pursuant to the Clean Air Act (42 US,C 7401-7071q) and the Federal ter , Pollution Cnn(od Act as amended (33 U,G,C, 12514007) and will reports vio|ahons to FEMA -arid the Regional Office of the Environmental Protection Agency (EPA) e) Rights to Inventions Made Under a�Contract -�or Agreemient If rAgnaammnLn the Federal award meets the definition of "funding ugeemmn\^ uoda, 3/ C|R D401,2 (a) and the recipient or oubeoipicnt wishes to enter into m contract with a small business firm or nonprofit organization regarding the substitution ofparties, assignment orperformance o( experimental, developmental, o/ research work under that ^funding agreement." the recipient uroubrecip|eotMust comply with the requirements of 37 CFR Part 01 "Rights to Inventions Made by Nonprofit Organizations and Gmo|| Business Firms, U Under Government Gmn(m. Contracts end Cooperative fgmements.^ and any U impbmwoUng regulations issued by the awarding agency. � Clean Air Act (42 U�3,C7401-7071qJ and the Federal Water Pollution Control Act (33USC 1251-1387). aoamended Contrac(a arid SLjbArants ofamounts in excess n[$15O.08Omust comply with all applicable standards, orders ormgu|aVono issued pursuant to the Ciaan Air Act (42 U,S C� 7401-70714) and the Fedmm| Water Pollution Control Act Lis omonded(J5U8C, 1251 1387). Violations muothereported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA) g) Debarment and Suspension (Ewucui|wo Orders 12548 and 12689)—A contract award (see 2 CFR 180,220) musL not be made to pa/bee listed on the govemmenbmideexo\uaions in the System for Award Mauegement(SAM). in accordance with the OMB guidelines aL2 CFR 180 that innp/emantExecutive Orders 12549(3 CFR par (1988Comp p 188)and 'I2OR8(3CFR part 19OSComp p 235) 'Qeba/muniend Suapenaiun,^ 8AM Exclusions contains the namea of parties dwba/,ed, euwpwndod, or otherwise exn|udoUbyagencies, as weU as parties deo|onad ineligible xndnr ola|u|ory or regulatory authority other than Exacuhve0'de,72549 N gyvUAnti-Lobbying Amendment (31 U,Q,C 155Z)--Contnadomthat apply or hdfor an award exceeding $100.000 must file the required certification Each der certifies to the be/abovothat it will not and has not uued Fada/e| opp(opriated funds to pay any person or organization for influencing or attempting to influence an oMiceror employee of any agency, m member mfConOreos. officer o/amp�oyee of Congress, or an employee of m member of Congress in connection with obtaining any Federal contnaoL, grant Or any other award covered by 31 U,8.C. 1352. Each tier must also, disclose any |obby|ngwith non-Foderal funds that takes place in connection with obtaining any Federal mwand� Such disclosures are forwarded from tier to tier uptothe nun-Fedrm| award. | i) Procurement ofrecovered materials as set forth in 2 CFR § 200 322 == ' j) Anne/icaoewith Disabilities Act of1S90 (ADA)-The Contractor will comply with all me requirements as Imposed by the ADA, the regulations of the Federal government issued thereunder, and the Hssurance by the Contractor PUrS1_1r1r1t thef'OtO k) The Contractor shall utilize tho, U S Department of Homeland SOCUrity'S E- Verify system to verify the employment eligibility of all now employees hired by the Contractor during the tern) 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 S8CUrity's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractors during the Contract term, 1) No Obligation by Federal Government The federal government is not a party to this contract and is not subject to any obligations or liabilities, to the nor - Federal entity. Contractor, or any other party pertaining to any matter resulting Frown the contract. M) Program Fraud and False or Fraudulent Statements or Related Acts, The Contractor acknowledges that 31 U S C Chapter 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor's actions pertaining to this contract, 11) Owner Understands that the Owner is not a contracting agency as defined Ell in 4 1 CFR §§ 60-1 -3, 60-300,2, and 60-741 2, and therefore the Contractor is not leqUired to abide by the requirements of 41 CFR §§ 60-1 4(a), 60-300,5(a) and 60-741 5(a), o) Prohibition on certain telecornPlUrrications and video surveillance services or equipment (2 CT R § 200 216: Recipients and subrecipients are prohibited from obligating or expending loan or grant funds to (a) procure or ohtain, (b) extend or renew a contract to procure or obtain, or (c) enter into a contract to procure or obtain eqUipl-rent, services or systems that Uses COVerPd teleCOMMUniCatiOnS equipment OF 'service,, as a Substantial of, essential component of any system or critical technology as part of any system As used herein, the terra "covered telecommunications equipment" fineans telecommunications equipment p(aduced 6)y Huawej Technologies Company or ZTE Corporation (01' any Subsidiary of, affiliate). By entering into this agreement, both the County and the Contractor agree that it has Complied with the provisions ifi 2 C F R. 200216 P) Domestic preference for procurements (2 C F R, § 200 322) As appropriate and to the extent consistent with law, the County ShOLIld, to thp greatest extent practicable Linder a Federal award, provide a preference for the purchase, acquisition, or use of goods products, or materials produced in the United States (Including but not limited to iron, aiuminurn, steel, cement, and other 1flrlPUfaCtUFcd products). The requirements at this section must be included in all SUbawards including all contracts and purchase orders for work or proaucts under this award (1) (Applicable to construction contracts) (2 C.F.R. part 200 Apperic-lix ll)� Davis -Bacon Act, as amended (4,0 I I S 3148). When required by Federal pfograrn legislation, all prime construction contracts in excess of $2,000 awarded by non -Federal entities roust include a provision for compliance with the Davis - Bacon Act 3j/1 and 3146-3148) as supplemented by Department of Labor regulations FlaOl 5, "Label- Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted COnStILIction") Ili accordance with the StatUio, contractors must be required to pay wages to laborers nrid mechanics at a rate not less than the prev,,-.iiliilg wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week The non - Federal entity MUSt place a COPY of the Current prevailing wage determination issued by We Department of Labor in each solicitation, 1'he decision to award a contract Or subcontract must be conditioned upon the acceptance of the wage determination, the non -Federal entity must report all suspected or reported violations to the Federal awarding agency The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act C 30,4(b), as supplemented by Department of Labor regulations C1141 IN,ut 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"), The Act provides that each contractor or subrecipiert Must be prohibited from inducing, by any means, any person employed in the construction, completion, of, repair of public work, to give up any part of the compensation to which he or she is otherwise entitled, The non -Federal entity must report all suspected or reported violations to the Federal awarding agency. Contract Work Hours and Safety Standards Act (40 0 « G ��'A;O 1.-3708) Where applicable, all contracts awarded by the non -Federal entity in excess of $100,000 that involve the employment of rinechanics or laborers must include a provision for compliance with 40 (1 "-� (3, 38,12 and 3704, as supplemented by Department of Labor regulations (d9 (,It Under 401, of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours, Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of riot less than one and a half times the basic rate of pay for all hours Worked in excess of 40 hours in the workweek, The requirements of i(i ' I t 1,; " r, ; 3 , , 104 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or, articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. ADDENDUM (State and Local Clauses Only) The following clauses are added into the attached Agreement as if fully set forth therein: 1. Florida Public Records law (F.S. 119.0701). RECORDS- ACCESS AND AUDITS, Pursuant to F.S. 119.0701, Contractor and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: a. Keep and maintain public records required by Monroe County in order to perform the service. b. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. d. Upon completion of the contract, transfer, at no cost, to Monroe County all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to Monroe County, upon request from the public agency's Custodian of records, in a format that is compatible with the information technology systems of Monroe County, IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470, b ,y A radl , b,iall I's loll l'oecoull tL(jL)y, c/o Monroe County Attorney's Office, 1111 12 th St., Suite 408, Key West FL 33040. 2. F.S. 287.0582, F.S. and Monroe County Purchasing Policy (required for all contracts for purchases of services or goods > 1 year): Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the BOCC, 3, Insurance Requirements (Monroe County Risk Manual): The vendor is required to provide the following insurance coverage: Prior to or at time of execution of the agreement, the vendor shall provide a certificate of insurance evidencing current coverage in this amount. Therefore, the vendor shall provide updated certificates whenever the coverage is renewed. 4. Public Entity Crime Statement (required for all procurement documents and contracts by F.S. 287.133 and Monroe County Purchasing Policy): A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. As used herein, the term "convicted vendor list" means a list maintained by the Florida Department of Management Services, as defined in F.S. 287,133. By entering in this Agreement, the vendor acknowledges that it has read the above and states that neither the vendor nor any Affiliate has been placed on the convicted vendor list within the last 36 months. 5. Ethics Clause (required for all contracts by Monroe County Ordinance No. 10-1990): By entering in this Agreement, the vendor warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. 0, requirement (required by F.S. 448.095): Beginning January 1. 2021. every public employer, contractor, and Subcontractor shall register with and use the E-Verify System to verify the work 3UthOhza\inw status of all newly hired employees. By entering into this Aoneanma[d. the vendor certifies that it registers with and uses the E-Verify system, If the oOUt[acbo[ enters into a contract with a SUbCDnt[acto[, the subcontractor must provide the contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The contractor shall maintain a copy of such affidavit for the duration of the contract. Scrutinized companies NF�.207.135\: /. (Applies to contracts > $1 million): This contract is hannimah|e at the ocdiOD of the awarding body ifthe vendor iofound |ohave submitted afalse certification ea defined behwv, has been placed on the Scrutinized Companies with Activities in Sudan List orthe Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List aathose terms are defined in F.S. 287 135. or been engaged inbusiness operations inCuba orSyria, i False certification: Atthe time @ company submits abid o[proposal for a contract Or before the company enters into or renews a contract with an agency orlocal governmental entity for goods 0[services of$1 nni||iom o/ more, the company must certify that the company ionot omthe Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List and that it does not have business operations in Cuba or Syria. At the time a company submits a bid or proposal for contract or before the company enha/m into orrenews acontract with onagency orlocal governmental entity for goods or services of any amount, the company must certify that the company is not participating inaboycott nfIsrael. Byentering into this agreement, the vendor certifies that the company complies with these requirements. b. (Applies to all contracts): This contract is terminable at the option of the awarding body if the company is found to have been placed on the Scrutinized Companies that Boycott |onme| Lint as that term is defined in F.S. 287.135 or is engaged innboycott ofIsrael. & Payment: Invoices will be paid inaccordance with the Florida Local Government Prompt Payment Act, F.S. 218.70 e/aeq, Invoices must be submitted to the Clerk with supporting documentation acceptable to the Clerk, Acceptability tpthe Clerk |s based on generally accepted accounting principles and such laws, (u|ae, and regulations ammay govern the Clerk's disbursal offunds. 9. Human Trafficking /F.S. 787g0\: Whenever a contract is oxocubad, renexved, or extended between a nongovernmental entity and e governmental endh/. the AFFIDAVIIT ATTESTING TO NON COIERCIVE CONDUCT FOR 11 ABOR OR SERVICES Entity/Vendor Name: 5-1 62 f 5' Vendor FEIN: Vendor's Authorized Representative: C—J�O)q6-iF— (Name and Title) Address: �4 Lu-j ...................... ..... ..... . . . . ........... city State, Phone Number: -:L - 613 . .......... . .... En -rail Address: ............... As a nongovernmental entity executing, renewing, or extending a contract with a government entity, Vendor is required to provide an affidavit under penalty of perjury attesting that Vendor does not use coercion for labor or services in accordance with Section 787,06, Florida Statutes. As defined in Section 767.06(2)(a), coercion means: 1. Using or threating to use physical force against any person; 2. Restraining, isolating, or confining or threating to restrain, isolate, or confir any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person wh labor or services are pledged as a seCLIfity for the debt, if the value of t labor or services as reasonably assessed is not applied toward the liquidati of the debt, the length and nature of the labor or service are not respective limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessi any actual or purported passport, visa, or other immigration document, or a other actual or purported government identification document, of any person; 5. Causing or threating to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7 Providing a controlled Substance as outlined in Schedule I or Schedule Ill Section 893.03 to any person for the purpose of exploitation of that person. As a person authorized to sign on behalf of Vendor, I certify under penalties of perjury that Vendor does not use coercion for labor or services in accordance with Section 787.06. Additionally, Vendor has reviews el Section 787.06, Florida Statutes, and agrees to abide by same. z Certified By: _ 6 rc, who is akjthar�zed t 119f) or bet'-fQflhe company,, ............................. Authorized Sign ill), Print Name: -.61rm,,.,�--",'.,,-t,(- Title: 0 W P FOREIGN ENTITIES AFFIDAVIT F.S. 287.138 hv of the city of J'�� :: w according to law on my oath, and under penalty of perjury, depose and say that: a. I am�''.....Avf,..., 1J"�,�� " of the firm of � '�� . �° t �,,�° d ir/ 6� L(� L,, a � ("Entity") the bidder making the Proposal for the project described in the Request for Proposals for and that I executed the said proposal with full authority to do so, b. In accordance with section 287.138, Florida Statutes, the Entity is not owned by the government of a Foreign Country of Concern, as that term is defined in F.S. 287.138, is not organized under the laws of nor has its Principal Place of Business in a Foreign Country of Concern, and the government of a Foreign Country of Concern does not have a Controlling Interest in the entity. c. 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 ,I -this affidavit i, _ awarding contracts for said project. re (Signature) Date: STATE OF: COUNTY OF. M Subscribed and sworn to (or affirmed) befo me, by means of(ophysical presence or online nnf rizati n, on (date) by r� (name of affiant). He/She is personally 1,nown to me or , as produced " (type of identification) as identification. r 1,111011 �. My Commission Expires- 12 00 a� M JOSHUA P GALLO Notary Public -State of Florida Commission b HH 318763 gr w a My Comm. Lxpires Oct 16 7026 Ott landed through National Notary Assn DEALER COMPLIANCE AGREEMENT FOR NASPO ValuePoint #187646 State of Florida #44100000-24-NASPO-ACS Dated: 01/02/2025 (the "Effective Date") To confirm your agreement to the terms and conditions set forth below, please sign and email the signed copy to blidadmliini7cusa,�;au�oir:,coumn. This Agreement and your eligibility for participation in the NASPO ValuePoint Program for the above -referenced State, under the terms and subject to the conditions of this Agreement, when entered into by you shall be effective as of the Effective Date. Canon U.S.A., Inc. ("Canon") One Canon Park Melville, NY 11747 State: Florida Dealer Name: Sands of the Keys Dealer Principal: George H. Sands Address: 86490 Overseas Hwy City, State, Zip Code: Islamorada, FL 33036 Dealer Code: S227 State Contracting Agency: Department of Management Services State Participating Addendum: #44100000-24-NASPO-ACS Canon is the contract holder on the NASPO ValuePoint Master Agreement (Contract Number 187646) lead by the State of Colorado for Copiers and Managed Print Services (the "NASPO Master Agreement") and the State Participating Addendum referenced above (the "State Participating Addendum" and, collectively with the NASPO Master Agreement, the "State NASPO Contract"). Canon will send to Dealer via e-mail a copy of the State Participating Addendum as currently in effect, as well as a link to the complete State NASPO Contract on the NASPO ValuePoint website and/or Canon's Partner Portal. Canon is willing to appoint the above -named Canon authorized dealer ("Dealer") to supply products and services under the State NASPO Contract to eligible Purchasing Entities thereunder, subject to the terms of this Agreement. NASPO ValuePoint Program: By entering into this Agreement, Dealer agrees to participate in the NASPO ValuePoint Program as implemented in the above -referenced State pursuant to the State NASPO Contract (the "NASPO ValuePoint Program"), and to supply Products and Services (as hereinafter defined), on and subject to the terms and conditions of the State NASPO Contract and this Agreement, to each Purchasing Entity (as hereinafter defined) which desires to procure Products and Services from Dealer under the State NASPO Contract. Supply of Products (by purchase or lease) and Services to Purchasing Entities shall be by the Purchasing Entity's purchase order (and in the case of any Purchasing Entities that are State Agencies, the purchase order form which is attached to the State Participating Addendum) (collectively, "Purchase Orders"). Dealer and its Purchasing Entity may agree to terms and conditions which modify or supplement terms and conditions of the State NASPO Contract, but Dealer shall not agree to any terms or conditions modifying or supplementing terms and conditions of the State NASPO Contract if such modified or supplemental terms conflict with any of the provisions of the State NASPO Contract (unless such conflicting provisions are more favorable to the Purchasing Entity). Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of the State Participating Addendum may not be added or incorporated into the Purchase Orders by any subsequent Purchase Orders or otherwise. Dealer's participation in the NASPO ValuePoint Program is subject in all respects to the terms and conditions of this Agreement and, as provided herein, to the terms and conditions of the State NASPO Contract applicable to Dealer's activities under the NASPO ValuePoint Program. Dealer's participation in the NASPO ValuePoint Program, including order processing, deliveries, installations, invoicing and collection of monies, and other related and incidental activities necessary or desirable for its participation in the NASPO ValuePoint program, shall be at its sole risk, cost and expense, except as otherwise expressly provided in this Agreement. This Agreement shall automatically terminate at such time as the State NASPO Contract expires or is terminated, but obligations incurred by Dealer hereunder to Canon or to Purchasing Entities who procured products or services under the NASPO ValuePoint Program shall survive such expiration or termination. The State NASPO Contract replaces a previous group purchasing contract between Canon and NASPO (Master Agreement #140595); even if Dealer participated in the previous NASPO contract through a previous Dealer Compliance Agreement, Dealer is not eligible to participate in the new NASPO ValuePoint Program under the State NASPO Contract unless and until it enters into this Agreement. 2. Scope, Eligibility and Pricing: a. Covered Products and Services. Current lists of products and services covered under the State NASPO Contract (respectively, "Products" and "Services") will be available on Canon's Partner Portal. Dealer may sell to eligible Purchasing Entities under the State NASPO Contract any or all Products and Services which it is authorized to sell under Dealer's dealer agreements with Canon. To the extent that Dealer receives Purchase Orders under the State NASPO Contract for any Products and Services which it is not authorized to sell under its dealer agreements with Canon, Dealer shall refer each such Purchase Order to Canon immediately upon receipt. b. Purchasing Entities. Customers eligible to procure products and services using the State NASPO Contract ("Purchasing Entities") are the above -referenced State, its counties, districts and other political subdivisions, and other entities as may be specified in, but subject to the requirements of, the State Participating Addendum. Even if a prospective customer is eligible as a Purchasing Entity to make procurements under the State NASPO Contract, any sale of Products and Services to such customer shall be subject to the terms and conditions of this Agreement only if Dealer and the customer have agreed that the sale shall be under and subject to the terms and conditions of the State NASPO Contract. c. Pricing and Price Quotes. The State NASPO Contract establishes charges and fees to Purchasing Entities for all Products and Services. Current charges and fees for Products and Services under the State NASPO Contract will at all times be available to Dealer on Canon's Partner Portal. Dealer shall not quote to a prospective Purchasing Entity or charge to a Purchasing Entity prices (including lease rate factors) which exceed the then -current prices for the Products and Services under the State NASPO Contract, but these are "not to exceed" prices and Dealer shall have the right to quote or charge lower prices in its discretion. d. Leasing. Leasing is permitted under the NASPO Master Agreement subject to the State Participating Addendum. Leasing can be provided by Dealer to Purchasing Entities through Canon Financial Services, Inc. ("CFS"), subject to such credit approval and other requirements as it may establish from time to time. Payments to Dealer for Products leased under the State NASPO Contract through CFS, and other terms and conditions applicable to leasing under the State NASPO Contract through CFS, shall be pursuant and subject to such terms and conditions as CFS or Canon may establish from time to time for the NASPO ValuePoint Program, and to the extent not consistent therewith such terms and conditions as are generally applicable to leasing provided by CFS to Dealer as a Canon authorized dealer. The pricing available on Canon's Partner Portal will specify the then -current lease rate factors at which leasing of Products under the State NASPO Contract will be available through CFS (i.e., the monthly rental amount payable for a lease shall be the Product purchase price multiplied by the then - current lease rate factor applicable to the lease's lease term). Subject to Canon's prior written approval, leasing through Dealer's wholly owned finance organization may be permitted under the State NASPO Contract; provided that (i) any such leasing must be in full compliance with the terms and conditions of 09 the State NASPO Contract, including all applicable terms in the Canon Lease Agreement attached to the NASPO Master Agreement as Attachment 1, (ii) the lease rate factor used for any such leasing shall not exceed the then -current CFS lease rate factor for leasing through CFS under the State NASPO Contract; and (iii) for any such non-CFS leasing to be used by Dealer, a Purchasing Entity shall issue a PO in lieu of a lease agreement and reference the type of lease or rental (FMV Lease, Straight Lease, Capital Lease) on the PO. e. Administrative Fee. The NASPO Master Agreement requires an Administrative Fee of 0.25% to be paid by Canon to the NASPO Cooperative Purchasing Organization, and an additional Administrative Fee of 1 % to be paid by Canon to the above -referenced State for Cooperative Purchasing members, on all sales made by Dealer under the State Participating Addendum. Products supplied to Purchasing Entities by leasing (whether through CFS or otherwise) are deemed to be sales for purposes of the Administrative Fee, with the Administrative Fee based on the full purchase price used by Dealer to calculate the rental amounts of each lease. The Dealer's charges and fees to Purchasing Entities for Products and Services under the State NASPO Contract shall be inclusive of all Administrative Fees, and no offer or invoice to a Purchasing Entity shall separately list or otherwise disclose the amount of the Administrative Fee. Administrative Fees are payable on a calendar monthly basis. Dealer shall be required to pay to Canon the full amount of such Administrative Fees on all sales by it of Products and Services, but Canon may elect from time to time in its discretion, in order to support sales by Dealers under the NASPO ValuePoint Program, to require Dealer to pay to Canon only a portion of such Administrative Fee. Under the #187646 NASPO Agreement, Administrative Fees on Services may be defined as either "Life Cycle Service and Supplies" service spend, or "Usage Based Service and Supplies" service spend, depending on the type of Product sold. Dealers should review Section 5.2 of the NASPO ValuePoint Master Agreement and the Canon provided contract documentation for further guidance on the application of the Administrative Fee. f. Service Requirements. The State NASPO Contract sets forth certain minimum service requirements related to the Products and Services. In its performance of Services, Dealer shall comply with all such service requirements as detailed in the State NASPO Contract. Dealers and Purchasing Entities may agree to additional or supplemental SLAs and other service requirements related to the Products and Services, provided they are no less favorable to Purchasing Entity than those service requirements set forth in the State NASPO Contract. Dealer Responsibilities - General: Dealer agrees to abide by all terms and conditions of the State NASPO Contract to the extent applicable to its supply of Products and Services by sales (including leasing in the case of Products) to Purchasing Entities under the State NASPO Contract, including all order processing, deliveries, installations, invoicing and collection of monies for purposes of or in connection with such supply of Products and Services, and all necessary or desirable related and incidental activities. In the event of conflict between the NASPO Master Agreement and the State Participating Addendum, the terms and conditions of the State Participating Addendum shall govern. Without in any way limiting the generality of the foregoing, Dealer shall not in any way act or fail to act so as to cause Canon to be in default of its obligations under the State NASPO Contract. Dealer also agrees to perform and comply with its obligations as stated in this Agreement, but such obligations as stated herein are subject in all respects to the provisions of the State NASPO Contract, and in the event of any conflict between obligations as stated in this Agreement and in the State NASPO Contract, the obligations as stated in the State NASPO Contract shall govern. In addition to the requirements of the State NASPO Contract, Dealer shall also comply with any terms that it has agreed to with each Purchasing Entity (in a Purchase Order or otherwise) that modify or supplement the terms and conditions of the State NASPO Contract. Dealer is not an assignee of any of Canon's rights under the State NASPO Contract except as expressly provided in this Agreement. Canon will retain responsibility for all obligations under the State NASPO Contract relating to the overall management and administration of the State NASPO Contract, including without limitation all reporting to and other communications with NASPO Cooperative Purchasing Organization and the State Contracting Agency referenced above. Dealer will assist Canon in the resolution of any issues under the State NASPO Contract with any Purchasing Entity or with NASPO Cooperative Purchasing Organization or the State Contracting Agency referenced above, as requested by Canon. Canon reserves the right to supervise and review all aspects of Dealer's performance under the State NASPO Contract. Any fees, penalties or liquidated damages assessed against Canon by NASPO ValuePoint or a Purchasing Entity under the State NASPO Contract as a result of Dealer's, or its representative's, agent's or subcontractor's, acts or omissions will be Dealer's responsibility to pay, credit or cure. 4. State NASPO Contract Period: The initial term of the State NASPO Contract is effective through July 31, 2026. Canon will notify Dealer of extensions of the term of the State NASPO Contract, and Dealer agrees that this Agreement shall continue to apply through all such extensions. 5. Dealer Responsibilities — State Specific: Without in any way limiting the generality of Section 3 above, or the other provisions of this Agreement, Dealer acknowledges, and agrees that it will comply with, the requirements specific to State Participating Addendum, including without limitation those listed in Exhibit A hereto. 6. Confidentiality: a) Dealer shall comply with all confidentiality obligations of, and restrictions on use of, information of applicable entities set forth in the State NASPO Contract as being applicable to Canon, or to Canon's resellers or dealers under the State NASPO Contract. b) Canon may, in its sole discretion, elect to share sales leads with Dealer related to the NASPO ValuePoint Contract. If so, Dealer acknowledges that such sales leads are Canon confidential information and may only be used by Dealer for purposes of Dealer's sales of Canon brand equipment under this Agreement. Indemnification: Lease Recourse Liability: Dealer agrees to indemnify and hold Canon free and harmless from any loss, damage or cost, including legal expenses and reasonable counsel fees, resulting from any Purchasing Entities or other third party claims against Canon (including without limitation for death, injury, or damage to property) by reason of, arising out of, or relating to, (i) Dealer's failure to comply with its contractual obligations under this Agreement, and (ii) any Purchase Orders solicited, originated or accepted by Dealer pursuant to the State NASPO Contract, including without limitation claims resulting from any actual or alleged acts or omissions of Dealer or of Dealer's employees, representatives, or agents, or performance or non- performance of any obligations under the Purchase Orders (whether those obligations are incurred in accordance with the terms of the State NASPO Contract or are supplemental thereto). Canon shall use reasonable efforts to give Dealer prompt written notice of any such claim, but Canon's failure to do so shall not to any extent relieve Dealer of its indemnification obligations hereunder. Dealer acknowledges that for all leasing through CFS under the State NASPO Contract, CFS will have the right under certain circumstances to full reimbursement from Canon of all lease rental payments to the extent not received by CFS from Purchasing Entities, including in the event that the leases are terminated, or the Purchasing Entities cease payments thereunder, prior to the expiration of the stated lease term for any reason whatsoever. Dealer shall promptly reimburse Canon for the full amount of any such reimbursement owed to CFS as a result of any such non -receipt, whether or not such non -receipt is attributable to any act or omission of Dealer, such as early termination of the lease. Notwithstanding the foregoing, CFS' and Canon's policy is to exclude reimbursement only in the case of early termination due to non -appropriation, but application of this policy will be made by CFS and Canon on a case -by -case basis in their sole discretion. Product Purchases: Credit support from Canon for Products purchased by Dealer through Canon's Dealer Sales Division and re -sold by it to Purchasing Entities through the NASPO ValuePoint Program, if any, will be through the Canon Strategic Marketing Plan (CSMP) system. Dealer will file claims for credit support (each a "Claim") through the CSMP system. Claims must include a copy of the Purchasing Entity's unaltered purchase order(s) showing State NASPO Contract number and a copy of Dealer's unaltered invoice to the Purchasing Entity or in the case of leases to CFS, or if this is not available the Claim must include such State NASPO Contract Acknowledgement Form signed by the Purchasing Entity as Canon may require. All Claims must be submitted within 30 days of Product installation. Credit will be issued by Canon's Regional Administration to Dealer according to the Canon Strategic Account Plan NASPO ValuePoint Credit List. M 9. Additional Dealer Requirements: In connection with fulfilling its obligations under the State NASPO Contract and this Agreement, and without limitation of any of its other obligations under this Agreement, Dealer agrees to: a. Provide superior service to all Purchasing Entities. b. Maintain good standing with the above -referenced State and any agencies necessary to do business in the above -referenced State. c. With respect to equipment leasing through CFS, upon expiration of the lease term or cancellation, Dealer shall notify and coordinate with CFS regarding any outstanding Purchasing Entity lease payments, the timing for equipment de -installation and shipment, or any other end -of -lease actions that are necessary. Dealer is responsible for the de -installation and shipping of such equipment to the location designated by CFS, including all associated costs. d. Perform all services related to the cleaning, purging, or destruction of hard drive data on Canon equipment in accordance with the provisions of the State NASPO Contract consistent with the directions of the Purchasing Entity. e. Secure from Canon prior approval for the release of any information that pertains to the potential work or activities covered by the State NASPO Contract. Dealer shall not make any representations of the opinion or position of NASPO Cooperative Purchasing Organization as to the quality or effectiveness of the Products or Services without prior written consent. f. During the term of this Agreement and for so long as any of its Purchase Orders remain in effect, maintain in full force and effect insurance as required to be maintained by Canon under the NASPO Master Agreement and, if so provided therein for Canon and/or its resellers or dealers, under the State Participating Addendum, and shall comply with all requirements set forth in the NASPO Master Agreement and, if applicable, in the State Participating Addendum relating to such insurance. g. Conduct account review meetings as required by the Purchasing Entity pursuant to the State NASPO Contract. h. Regarding this Agreement, Dealer must: (1) Provide a dedicated contact person responsible for all administrative and reporting deliverables. Dealer must provide name, title, phone, and email: Name: Marti Mincer Title: Administrator Phone: 305-852-4378 Email: admn1 @sandsofthekeys.com (2) Provide a dedicated contact person responsible for all sales leads and bid opportunities. Dealer must provide name, title, phone, and email: Name: John Ribble Title: Sales Associate Phone: 305-783-8002 Email: john@sandsofthekeys.com 10. Monthly Reports: In order for Canon to meet the State NASPO Contract's requirement to submit a monthly report of Products and Services sales and leasing, and Dealer must provide Canon with a report of such sales and leasing under the State NASPO Contract by the 5t" calendar day (or, if not a business day, the next succeeding business day) of the month for the previous month. Even if there have been no sales during the reporting quarter, Dealer must still submit a report to indicate zero sales received. Such reports shall include all information required for Canon to comply with its reporting obligations to NASPO Cooperative Purchasing Organization under the NASPO Master Agreement and to the State Contracting Agency referenced above under the State Participating Addendum. Failure to comply with the provisions of this Section may lead to chargebacks of credits that may have been provided under any available Canon programs for the NASPO ValuePoint Program, and/or reimbursement to Canon of any penalties charged to Canon and/or termination of this Agreement. Canon shall have the right, and Purchasing Entities, NASPO Cooperative Purchasing Organization and the other entities referred to in the State NASPO Contract shall have the right to audit Dealer's books and records to the same extent that such entities have the right under the State NASPO Contract or under applicable law to audit Canon's books and records. Monthly reports must be sent to the Compliance team's shared mailbox (currently, BISG_DealerReport_Govt@cusa.canon.com) to verify. Canon will notify Dealer of any new reporting instructions related to the monthly reports or for website entry, if available. Dealer agrees to provide to Canon the required performance reporting on a monthly basis using the template supplied for this purpose by Canon to Dealer; such template may be revised by Canon from time to time. 11. Termination: Either Canon or Dealer may terminate this Agreement, in whole or in part, at any time for any reason upon thirty (30) days' written notice to the other party. This Agreement shall also be automatically terminated in the event that the State NASPO Contract is terminated for any reason whatsoever. Termination of this Agreement shall not affect Dealer's obligations hereunder prior to the date of termination and to Purchasing Entities under orders for Products or Services entered into prior to the date of termination, all of which shall survive and shall continue to be governed by the terms and conditions of this Agreement. 12. Choice of Law. Jurisdiction and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Dealer agrees that any and all actions, suits or other legal proceedings arising under this Agreement, and regardless of legal theory, may be brought by Dealer against Canon only in a state or federal court situated within the County of New York, State of New York, and Dealer consents to the exclusive jurisdiction of such courts in any such legal proceeding. 13. Assianment and Subcontractina: Entire Aareement. Etc.: Dealer may not assign any of its rights or obligations hereunder without the prior written consent of Canon, which consent may be withheld in its sole discretion, and any such purported assignment without such consent shall be void and of no force or effect. Assignment or subcontracting of any of Dealer's rights or obligations under the State NASPO Contract, including assignment or subcontracting regarding a certain Purchase Order, shall be permitted only if and as provided in the State NASPO Contract. In many cases such Dealer assignment will require a State's prior written consent. This Agreement constitutes the entire agreement concerning its subject matter, superseding all previous proposals, oral or written, but shall in no event be construed as limiting or otherwise modifying any of Dealer's obligations under its dealer agreements with Canon. This Agreement will not be modified or amended unless in writing without express written authorization from Canon. In the event of a conflict between these dealer agreements and this Agreement, the terms of this Agreement will prevail with respect to Dealer's participation in the NASPO ValuePoint Program. IN WITNESS WHEREOF, this Agreement has been executed by a duly authorized representative of Dealer as of the date specified below effective as of the Effective Date. Dealer: Sands of the Keys, Inc. X� Authorized Dealer Official Signature George H. Sands 01/02/2025 Printed Name Date 6 EXHIBIT A to Dealer Compliance Agreement STATE PARTICIPATING ADDENDUM REQUIREMENTS 1. Dealer understands that Canon's approval is required in order to offer financing through Dealer's wholly owned finance organization, and not use CFS. Dealer agrees to place a request with their TSE and await Canon's approval through the Contract team prior to offering financing through Dealer's wholly owned finance organization on any leases. 2. All POs must be submitted to Canon U.S.A., Inc. Dealer agrees that all sales solicited under the contract will be routed properly to Canon U.S.A., Inc. per the contract requirements. 3. All customer payments must be sent directly to Canon U.S.A., Inc. Dealer understands and agrees that Dealer cannot invoice customers under this contract. 7 w"� 111111N �D "IIIIIIIIIIIIIII I I'll 8 ° m 12 u2024 Final Audit Report 2025-01-02 Created: 2025-01-02 By: John Ribble Qohn.ribble@gmail.com) Status: Signed Transaction ID: CBJCHBCAABAAEOb2SW-1BINfFkCM1PUIQTZONOP0OGHf "NASPO AN187646 Florida DCA 12.15.2024" History Document created by John Ribble (john.ribble@gmail.com) 2025-01-02 - 7:24:26 PM GMT- IP address: 71.226.21.4 C " Document emailed to George H. Sands (gsands8@yahoo.com) for signature 2025-01-02 - 7:24:30 PM GMT Email viewed by George H. Sands (gsands8@yahoo.com) 2025-01-02 - 8:47:00 PM GMT- IP address: 69.147.86.138 Document e-signed by George H. Sands (gsands8@yahoo.com) Signature Date: 2025-01-02 - 8:48:13 PM GMT - Time Source: server- IP address: 173.9.136.206 0; Agreement completed. 2025-01-02 - 8:48:13 PM GMT Adobe Acrobat Sign I DATE (MMIDD/WYY) CERTIFICATE OF LIABILITY INSURANCE 03r0312025 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(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rlghla to the certificate holder In lieu of such endorsement($). PRODUCER `'UP1 AGI Lisa Maguire NAME. Regan Insurance Agency PHONE (305) 852-3234 InhC Noy(305) 852-3703 No Extl: 90144 Overseas Hwy, E- 16 Imaguire reganinsuranceinccom ADDRESS: INSURERIS) AFFORDING COVERAGE NAIL Y Tavernier FL 33070 INSURERA: Infinity Assurance INSURED INSURER B : Sands Of The Keys Inc INSURER C : PO Box 345 INSURER D : INSURER E : Islamorada FL 33036 INSURERF: COVERAGES CERTIFICATE NUMBER: 24-25Auto 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. 1 LTR TYPE OF INSURANCE INSO WVD POLICY NUMBER cT OFF ruuvr ucr LIMITS I i (MMIODIYYVI� COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ LWdVAcSIn rVilt—tO 11:1 CLAIMS -MADE OCCUR PREMISES (Eaoccurrence) $ t— MED EXP (Arty one person) $ PERSONAL BADVINJURY $ GLEN('LAGGREGATELIMITAPPLIESPER: GENERALAGGREGATE $ 0 0 POLICY JECT LOC PRODUCTS-COMPIOPAGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINEDSINGLE LIMIT (Ea acciderll $ 1.000,000 ANYAUTO BODILY INJURY (Per person) $ A OWNED r� SCHEDULED Y 50015304601 10/08/2024 10/08/2025 BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS HIRED NON -OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY flues deal) Drive other car $ OCCUR UMBRELLA LIAR HCLAIMS-MADE EACH OCCURRENCE EXCESS LIAB AGGREGATE $ DIED I I RETENTION $ s WORKERS COMPENSATION I OT)9- AND EMPLOYERS'LIABILITY YIN STATUTERut ANY PROPRIETO ARTNE ECUTIVE E.L. EACH ACCIDENT $ OFFICERIMEM13ER LUDEDI ❑ NIA (MendaloryInNH) E.L DISEASE -EA EMPLOYEE If yes, describe under DESCRIPTION OF OPERATIONS below E L DISEASE- POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Additional Insured status when required by written contract CERTIFICATE HOLDER Monroe County Board of County Commission 1100 Simonton St Kew Wiest FL 33040 APPROVED BY RISK MANAGEMENT BY .�_. DATE J03. .25 WAIVER N/A X YES_ CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered rants of ACORD ADDITIONAL COVERAGES Ref # Description Coverage Code Form No. Edition Date Medical payments MEDPM .� Limit 1 Limit 2 mm. . . ............ . Limit 3 Deductible Amount Deductible Type Premium ........ 5,000 I .... Ref # Description Coverage Code Form No Edition Date Uninsured motorist BI split limit UMISP Limit 1 e ucti a mount Deductible Type Premium 1,000 000 __._..unit..................................emit........................._ .. _ Ref # _ Description ..._.............. ........ ............___._....... ....... ... .. ...... _ ....W, Coverage Code Form No. Edition Date PKG PKG Limit 1 Limit 2 [Limit 3 Deductible Amount Deductible Type Premium ._.. Ref # �.... ...... Description ._....._....._. Coverage Code Form No. ... _._ .. Edition Date Multi policy credit ACCT Limit 1 _.... _._.. ._ ........m I Limit 2 .--- .._..... ....... i Limit 3 I Deductible Amount I ..�...� Deductible Type .. _ .... __.............. Premium ................. .......... Ref # Description Code Form No. Edition Date Hired/borrowed JCoverage HRDBD Limit 1 Limit 2 Limit 3 Deductible Amount _ Deductible Type Premium ,.,,,,,,, Ref # ._........ .....I_...___ Descri tion P .....� ......_..-.... 9 uu..._ Coverage Code Form No. Edition Date PIP -Basic PIP Limit 1 wwwwwwww.. Limit 2 _..........._ Limit 3 Deductible Amount _._. Deductible Type Premium m 10,01)0 0 �i Ref # .......... � tion Coverage Code Form No. Edition Date [Descrip BED BED Limit 1 Limit 2 Limit 3 Deductible Amount I Deductible Type Premium __ _._.... Ref # Description .__. ...... ........... ................ 1 .... W... ...... ----- Coverage Code Form No. ......... ................ Edition Date Non -owned NOWND Limit 1 Limit 2� Limit 3 Deductible Amount �. � _... ..� Deductible Type Premium _ Ref # ........ ...................�� Description �_. ._.........._._. ........_... .... .......................... Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 _..... ......... Limit 2 �._.. ........... I Limit 3 I Deductible Amount M ..... I Deductible Type .....A..........�..... Premium Ref # ...... Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium OFADTLCV Copyright 2001, AMS Services, Inc. A� 0a I DATE (MM/OD/VVYV) CERTIFICATE OF LIABILITY INSURANCE 10/28/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER UUM—L; Lisa Maguire NAME: Regan Insurance Agency PHONE (305) 852-3234 ^ (305) 652-3703 (AIC. No Est): (AIC No): 90144 Overseas Hwy, E-rnAIL Imaguire@reganinsuranceinc.com ADDRES& INSURER(S) AFFORDING COVERAGE NAIC # Tavernier FL 33070 INSURERA: Infinity Assurance INSURED INSURER B : Sands Of The Keys Inc INSURER C PO Box 345 INSURER D INSURER E Islamorada FL 33036 INSURER F : COVERAGES CERTIFICATE NUMBER: 25-26Auto 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN]H TYPE OF INSURANCE IMUVLU0K POLICY NUMBER LTR INSD WVD POLICY EFF PULR.i CAP LIMITS IMMIDDIYYYY) (MMIDDNYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE �p CLAIMS -MADE DOCCUR PREMISES (Ea occurrence) MED EXP (Any one Derson) S PERSONAL BADV INJURY S GENERAL AGGREGATE S AGE"N}'LAGGREGATELIMITAPPLIESPER: POLICY PROS LOC JECT PRODUCTS -COMP/OPAGG S OTHER: $ AUTOMOBILE LIABILITY COMBINEDStNGLE LIMIT $ 1,000,000 (Ea awdenl) ANYAUTO BODILY INJURY (Per person) $ A I OWNED ^— SCHEDULED Y 50015304601 10/08/2025 10/08/2026 BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS ~ HIRED NON -OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY War accidenn Drive other car $ UMBRELLA LIAB OCCUR FICLAIMS-MADE EACH OCCURRENCE $ EXCESS LIAR AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION NN I I AND EMPLOYERS' LIABILITY YIN SPERTATUTE k €R ANY PROPRIETOR/PARTNER/EXECUTIVE EL EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E L DISEASE - EA EMPLOYEE $ It yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE. POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Additional Insured status when required by written contract CERTIFICATE HOLDER Monroe County Board of County Commission 1100 Simonton St Kew West FL 33040 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 26 (2016103) The ACORD name and logo are registered marks of ACORD ADDITIONAL COVERAGES Ref a Description Coverage Code Form No. Edition Date 1 Medical payments MEDPM Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 5,000 1 1 1 Ref 0 Description Coverage Code Form No. Edition Date I Uninsured motorist BI split limit UMISP Limit 1 Limit 2 Limit 3 Deductible Amount I Deductible Type Premium 1,000,000 I I Il Ref IT Description Coverage Code Form No. Edition Date PKU PKG Limit 1 Limit 2 Limit 3 I Deductible Amount I Deductible Type Premium Ref 9 Description Coverage Code Form No. Edition Date I Multi policy credit ACCT Limit 1 I Limit 2 Limit 3 Deductible Amount I Deductible Type Premium Ref ff Descriptuon Coverage Code Form No. Edition Date HinGdllbonowed HRDBD Limit 1 I Limit 2 Limit 3 Deductible Amount I Deductible Type l Premium Ref 0 Description Coverage Code Form No. Edition Date PIF'• Basic PIP Limit? Limit Limit Deductible Amount Deductible Type Premium 10,000 0 Rea 0 f Descriptiun Coverage Code Form No. Edition Date I BED BED Limit t Limit 2 Limit 3 Deductible Amount Deductible Type Premium Reif Description Coverage Code Form No, Edition Date Nuirn owned NOWND Limilt 7 Limit 2 Limit 3 Deductible Amount Deductible fylpe Premium Ref If Description Coverage Code Farm No. Edition Date Limit t Limit 2 Limit 3 Deductible Amount Deductible rylpe Preimnum Rea p j oescinption Coverage Code Form No„ Edition Ute Limit 1 Limit 2 Limit 3 Deductible Amount Deductible rylpe Premium Rut If Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premiuim DFAO FLG`✓ Coioyngiht 2001, IIMS Services, Inc. Page 1 of 1 AC"RV i"7r�+iV0 �1/rCERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDYYYY) 10/31/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER Willis Towers Watson Northeast, Inc. c/o 26 Century Blvd P.O. Box 305191 CONTACT WTW Certificate Center NAME: PHONE 1-877-945-7378 FAX 1-888-467-2378 A/C No Ext : A/C No A DRIESS: certificates@wtwco.com INSURER(S) AFFORDING COVERAGE NAIC# Nashville, TN 372305191 USA INSURERA: Tokio Marine America Insurance Company 10945 INSURED Canon U.S.A., Inc. INSURERB: Sompo America Fire & Marine Insurance Comp 38997 One Canon Park INSURER C : INSURER D : Melville, NY 11747 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: W41569291 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 LTR OF INSURANCE ADDLTYPE INSD WVDUBR POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MM / D YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE � OCCUR DAMAGE TORENTED PREMISES Ea occurrence PREMISES $ 1,000,000 VIED EXP (Any one person) $ 5,000 A Y GLD6404741-15 11/01/2025 11/01/2026 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO � JECT LOC PRODUCTS - COMP/OPAGG $ 1,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY L $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? NO (Mandatory in NH) NIA AWL30101375700 11/01/2025 11/01/2026 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1,000,000 $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate Holder is included as Additional Insured as respects to General Liability where required by written contract. APPROVED BY RISK MANAGEMENT BY PATE WAIVER N/A RYES CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Board of County Commissioners AUTHORIZED REPRESENTATIVE 1100 Simonton Street Key West, FL 33040 © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 28781360 —CH: 4188680 / ACCOR " CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 10/28/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Lisa Maguire NAME: Regan Insurance Agency PHONE (305) 852-3234 FAX (305) 852-3703 AIC No Ext : A/C, No): 90144 Overseas Hwy. E-MAIL Imaguire@reganinsuranceinc.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # Tavernier FL 33070 INSURERA: Infinity Assurance INSURED INSURER B Sands Of The Keys Inc INSURER C : PO Box 345 INSURER D INSURER E : Islamorada FL 33036 INSURER F : COVERAGES CERTIFICATE NUMBER: 25-26Auto REVISION NUMBER: THIS IS TO CERTIFYTHAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD UBR WVD POLICY NUMBER M� DD YYYYMLICY EFF ICY EXP O DD YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTE CLAIMS -MADE DOCCUR PREMISES(Ea occur ence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ POLICY ❑PRO ❑ LOC JECT PRODUCTS - COMP/OPAGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 X BODILY INJURY (Per person) $ ANYAUTO A OWNED SCHEDULED AUTOS ONLY AUTOS Y 50015304601 10/08/2025 10/08/2026 BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY Drive other car $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ r $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY Y / N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE El OFFICER/MEMBER EXCLUDED? E.L. EACH ACCIDENT $ E.L. DISEASE- EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Additional Insured status when required by written contract APPROVED BY RISK�MANAGEMENT BY ..--------U'r `ta._a_----------- DATE 11.4.25 WAIVER N/A X YES CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Monroe County Board of County Commission ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton St AUTHORIZED REPRESENTATIVE Kew West FL 33040 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ADDITIONAL COVERAGES Ref # Description Medical payments Coverage Code MEDPM Form No. Edition Date Limit 1 5,000 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Uninsured motorist BI split limit Coverage Code UMISP Form No. Edition Date Limit 1 1,000,000 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description PKG Coverage Code PKG Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Multi policy credit Coverage Code ACCT Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductibl Type Premium Ref # Description Hired/borrowed Coverage Code HRDBD Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description PIP -Basic Coverage Code PIP Form No. Edition Date Limit 1 10,000 Limit 2 Limit 3 Deductible Amount 0 Deductible Type Premium Ref # Description BED Coverage Code BED Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Non -owned Coverage Code NOWND Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductile Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium rOFADTLCV Copyright 2001, AMS Services, Inc. Monroe County Purchasing Policy and Procedures COUNTY ADMINISTRATOR .Y 1wORM,FOR C(' NTRA " 1,.` ,,' Effective Date: Expiration Date: Contract Purpose/Description: Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: " ° r,l' % a ,ills r I CONTRACT COSTS Total Dollar Value of Contract: $ �r,��mtu�"�"ti II} Current Year Portion: $ , (must be $100,000.00 or less) C (If multiyear agreement then requires BOCC approval, unless the tuul'a:1Y eiuonuu8su ive auv°wuuuul is $ 0 ((0,000.00 air IIFs ». Budgeted? Yes No ❑ Grant: $ Estimated Ongoing Costs: $ /yr (Not included in dollar value above) Insurance Reauired: YES ❑ NO ❑ Department Head County Attorney Risk Management Purchasing Revised BOCC 4/19/2023 Match: $ ADDITIONAL COSTS For: (e.g. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Reviewer Date In Signature: William DeSantis �w _....m'.::'w, p.. ...W .. qq.. ,.. .. Signature. �/ Joseph X. DlNovo Digitally signed by Joseph %.. DiNmo Dale: 2025121909:37:07-05'00' Signature: JaclynFlatt_..,,....V....W....mm..IT.............µ .... Digitally signed by Jadyn Flail Date: 2025.12.1915:04:19-05.00 .......__..w.......w, Signature: Lisa Abreu ............W. .....__, Digitally 2025122310:4 52-05'00' »µ . Signature: Angelica Malcosky Digitally sign*O by AngAlim Maloosky Date: 2025.12',2"rr1, 00.,19 27-05'00' Page 84 of 105 T PA I. LANDSCAPING Mangrove TrinirrOng Quote Date 12/3/2025 Customer Derek Paul I MCSO 13103 Overseas Highway I Marathon, FL 33050 Property Monroe County Sheriff Office 13103 Overseas Highway ( Marathon, FL 33050 Trim back mangroves on Canal so that the Sherriff boats can pass through. This will require the boat Chip, haul debris leaving site clean Mangrove Trimming TREES TO BE TRIMMED AS PER MANGROVE TRIMMING & PRESERVATION ACT 1996. Please provide copy of Mangrove trimming permit to verify this proposed work is allowed. Mangrove Trimming Description of Mangroves to be trimmed: a Items Quantity Unit Labor & Equipment 60.00 Hr Chip & Haul Debris, Leave Work Area Clean 1.00 Each Mangrove Trimming: $7,872.00 Subtotal $7,872.00 Estimated Tax $0.00 Total $7,872.00 Dot Palm LLC 15200 Overseas Hwy I Marathon, FL 33050 Page 11 Mangrove Trimming Quote at Monroe County Sheriff Office 12/3/2025 Terms & Conditions Dot Palm is not responsible for broken water, electric or any underground utility lines or damage to any property that cannot be moved while the work is being done. By d Richard Nadelin Date 12/3/2025 Dot Palm LLC Christine Digitally signed by Christine Hurley By H u rl e Date 2026.01.05 Y _ 14-29 5Q Date January 5, 2026 Monroe County Board of County Commissioners MONROE COUNTY ATTORNEYS OFFICE APPROVED AS TO FORM �SSSTANT ATTORNEY DATE: 12_12-2n9S Dot Palm LLC 15200 Overseas Hwy I Marathon, FL 33050 Page 12 Addendum Monroe County Contract Terms and Conditions The Monroe County Board of County Commissioners (herein after "County" or '`Customer ) and Dot Palm Landscaping, LLC (herein after "Company'") agree as set forth below. The County and Company hereby enter into this Addendum to P r o p o s a l# 2 6 6 6 o f C o m p a n y and agree to the following: The Agreement includes and incorporates the Proposal and this Addendum. To the extent that any terms conflict, the language as set forth in this Addendum shall supersede any other terms and shall be binding. The Agreement is a Public Record under Chapter 119, Florida Statutes. The parties agree to comply with Chapter 119, Florida Statutes. Payment will be made in accordance with the Local Government Prompt Payment Act (Section 218.70, Florida Statutes). Payments due and unpaid under the Agreement shall bear interest pursuant to the Local Government Prompt Payment Act. Company shall submit to the County invoices with Supporting documentation that are acceptable to the Office of Monroe County Clerk of Court and Comptroller (Clerk). Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the Clerk's disbursal of funds. The County'9 performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Monroe County Board of County Commissioners. The County's' indemnification is limited and subject to the sovereign immunity provisions of Section 768.28, Florida Statutes. This Agreement shall not exceed $100,000.00. Any automatic renewal is subject to this not to exceed amount of $100,000.00 Maintenance of Records. The Company shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives, shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the termination of this Agreement. If an auditor employed by the County or the Clerk determines that monies paid to the Company pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Company shall repay the monies together with interest calculated pursuant to Section 55.03, Florida Statutes, running from the date the monies were paid to the Company. Governing Laws 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, the Customer and Company agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to arbitration. Attorne 's Fees and Costs. The Parties 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 and court costs, as an award against the non -prevailing party, and shall include attorney's fees and courts costs in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the Circuit Court of Monroe County. Nondiscrimination. The Parties agree that there will be no discrimination against any person, and it is expressly understood that, upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The Parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which 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 disability; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Public Records Compliance, T h e Company 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 Company 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 Customer and Company in conjunction with this contract and related to contract performance. The Customer shall have the right to unilaterally cancel this contract upon violation of this provision by Company. Failure of Company to abide by the terms of this provision shall be deemed a material breach of this contract and the Customer may enforce the terms of this provision in the form of a court proceeding and shall, as a 2 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. Company is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Non -Waiver of lmmunit . Notwithstanding the provisions of Section 768.28, Florida Statutes, the participation of the Customer and Company 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. Non -Reliance by Non -Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Company agree that neither the Customer nor the Company 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. o 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. E-Verify System. s In accordance with Section 448.095, Florida Statutes, any 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 Company 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 Agreement term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subconstruct with an unauthorized alien. Company shall comply with and be subject to the provisions of Section 448.095, Florida Statutes. County FoEffls. By signing this Agreement, the Company has sworn or affirmed to the following requirements as set forth in the Public Entity Crime Statement, Ethics Statement, Drug -Free Workplace Statement, Vendor Certification Regarding Scrutinized Companies List and Affidavit Attesting To Noncoercive Conduct for Labor or Services as set forth in more detail in this Agreement. Public Entity Crime Statement. The Company certifies and agrees that n e i t h e r t h e Company nor any Affiliate has been placed on the convicted vendor list within the last 36 months. In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, 3 subcontractor or consultant under a contract with any public entity; and may not transact business with any public entity. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid, proposal or reply on contracts to provide any goods or services to a public entity, may not submit a bid, proposal or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids, proposals or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier or subcontractor under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, the Company 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 hereunder and may result in debarment from Customer's competitive procurement activities. In addition to the foregoing, the Company 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 Company has been placed on the convicted vendor list. The Company will promptly notify the Customer if it or any subcontractor is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. Eml2loyment or Retention of Former County Officers or 'Rm to ees. By signing this Agreement, the 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 2-149, Monroe County Code of Ordinances or any County officer or employee in violation of Section 2-150, Monroe County Code of Ordinances. For breach or violation of this provision the Customer may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee pursuant to Subsection 2-152(b), Monroe County Code of Ordinances. Vendor Certification Regarding scrutinized Companies Lists. Company agrees and certifies compliance with the following: Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company that is on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Lists which were created pursuant to Section 215.473, Florida Statutes, or that is engaged in business operations in Cuba or Syria from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of$1,000,000 or more. 4 As the person authorized to sign on behalf of Company, I hereby certify that the company identified above is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of $1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject 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 Terrorism List or been engaged in business operations in Cuba or Syria. Note: The Lists are available at the following Department of Management Services Site: sus i cu�c c8...,��9rsctw„n�i � coinpI'lin.ts ven('J�a;,�aalists Non -Collusion Affidavit. Company by signing this Agreement, according to law on my oath, and under penalty of perjury, depose and say that the person signing on behalf of the firm of Company, the bidder making the Proposal for the project described in the Scope of Work and that I executed the said proposal with full authority to do so; 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; 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 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; 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. Affidavit Attestina to Noncoercive Conduct for Labor or Services. The Company is required to provide state, under penalty of perjury, that the Company does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As defined in Subsection 787.06(2)(a), coercion means: 1. Using or threatening to use physical force against any person; 2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or service are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or 5 purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threatening to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule II of Section 893.03, Florida Statutes to any person for the purpose of exploitation of that person. As a person authorized to sign on behalf of the Company, I certify under penalties of perjury that the Company does not use coercion for labor or services in accordance with Section 787.06. Additionally, the Company has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. Insurance. The Company shall maintain the following required insurance throughout the entire term of this Agreement and any extensions. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the Contractor to maintain the required insurance shall not extend any deadlines specified in this Agreement and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for Company's failure to maintain the required insurance. Commercial General Liability Insurance with minimum limits of $500,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be $250,000 per Person, $500,000 per occurrence and $50,000 property damage. The Monroe County BOCC shall be named as an Additional Insured as its interests may appear on all insurance policies issued to satisfy the above requirements. The Company shall provide to the County as satisfactory evidence of the required insurance, including the insurance policy application and either: Original Certificate of Insurance, OR Certified copy of the actual insurance policy, OR Certificate of Insurance e-mailed from Insurance Agent/Company to County Risk Management - Telephone Gaelan Jones at (305) 292-3470 for details (Certificates can be e-mailed directly from the insurance agency to: Jones-Gaelan@MonroeCounty- Fl.gov. An original certificate or a certified copy of any or all insurance policies required by this contract shall be filed with the Clerk of the BOCC prior to the contract being executed by the Clerk's office. The Insurance policy must state that the Monroe County BOCC is the Certificate Holder and Additional Insured for this contract. Company Dot Palm Landscaping Signature ..............�,._.. rtrt� Title Administratior Date 12-16-2026 MONROE COUNTY ATTORNEYS OFFICE APPROVED AS TO FORM --$SSISTANT'OOUNTYATTORNEY GATE:.-12--15.-? �25-- 2 GREELAN-01 DATE(MM D/YYYY) 12117/2025 CERTIFICATELIABILITY._ INSURANCE .........�.._....._.,......._...w.._._..-._ THIS CERTIFICATE IS ISSUED ASMATTER OF INFORMATION ._..�...___ ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE. HOLD R. 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 en mIf -SUBROGATION -µ~IS WAIVED, subject to the terms and s _... _.. endorsed. y y statement on this certificate does not confer rights to the certificate holder in lieu of such a dol eme certainpoliciesmay require an endorsement. A PRODUCER "Y&StMMSI..... ._...a, ...._ NewCo Risk, LLC PHONE 7014 Crosswood Or Austin, TX 78745-5414 PgP",E3 certsrraelarcorisk.com INSURED Dot Palm LLC 5200 Overseas Hwy Marathon, FL 33050-2604 F: "1tM__L �--...CERTIFY...THAT THE......O:LI..:..._ ..:. µ .:.w._._.-... _._........... .. T IS TO POLICIES CIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATEC6. 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, Y.YS - CLAIMS. mS AN of INSURANCE DITIO OF SUCH POLICIES. *LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ICY CLAIMS. EXCLUSIONS AND CONDITION _., .... ., . pCl%.@CY EFF I PC1i. IR fPOLICY NUMBER LIMITS I..,...,.,., .. _.. .. ._ ___.,�... . ww...mm�_ .W., M.��.....-....... �...... 1,000„0 (X COMMERCIAL GENERAL LIABILITY l EACI~4 R:NSwC,iyRt$kl I°c a "� . „ DAMAGE TORENIED .. 300,0 co N'Ex4Eax xxxusePlx9.. ' _,, :. CLAIMS -MADE I X OCCURRBML1000068200 1115/2025 111512026 1 i Xr 1. Ak"r��'A C"aATE: LIMIT APPLIES PER: POLICY f X APE O 4 - LOC AUTOMOBILE LIABILITY X. , ANY AUTO i X. OWNED ,...X SCHEDULED AUTOS ONLY l AUTOS A I X I UMBRELLA LIAB X - OCCUR EXCESS LIAB CLAIMS -MADE ..... ._. DE.._... 111,111111111�,.,.,...._. ..,m.�., ..._ .. D X 1RETENTION $ 10,,000 1Y.4..NI I N I A a 1000068200 r 111512025 j 1/15/2026 1000040900 1111512025 1 1/15/2026 311 /2025 I 3/1/2026 MDESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence of Insurance. &SfC T DATA,..�....�...M.�,..�,__.�.�...�...._ ,_.. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Monroe County BOCC ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street Key West, FL 33040 AUTHORIZED REPRESENTATIVE .....� ._._...._..._...._.w_____..._......_......,_................„..,.._,_...-.,,.,._-.........M........,�,„m cfe0w ©1 -20. ACORD CORPORATION. All ._....._.....,_.._......_ ._ (2016/03 The ACORD name and logo are registered marks _ � w..�,._.�....._.._-w. ACORD _.25._20 _../03)......._vw_._ ......_n.._. _....ww.. . rights reserved. of ACORD 1�dl1.01 I X l , P II �,\ S I Ili V 111.., lA-' d A\,1 1 M III 11""7i l....i ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Everbridge, Inc Contract # Q-210248-2 Effective Date: 01/01/2026 Expiration Date: 12/31/2026 Contract Purpose/Description: Renewal of Everbridge Mass Notification contract. This contract is necessary to continue vital alert messaging to residents of Monroe County if the event of emergencies or urgent message situations. Contract is Original Agreement Contract Amendment/Extensio Renewal Contract Manager: Cory Schwisow 6065 schwisow-cory@monreocounty-fl.gov (Name) (Ext.) Email Address CONTRACT COSTS Total Dollar Value of Contract: $ 14,826.20 Current Year Portion: $ N/A (must be $100,000 or less) (If multiyear agreement then requires BOCC approval, unless the total cumulative Budgeted? Yes ❑✓ No ❑ amount is $100,00.00 or less) Grant: $ N/A County Match: $ WA Fund/Cost Center/Spend Category: CC_13500, 530310, SC_00036 -Other Contractual Services ADDITIONAL COSTS Estimated Ongoing Costs: $ N/A /yr For: N/A (Not included in dollar value above) (e.g. maintenance, utilities, janitorial, salaries, etc.) Insurance Required: YES ❑ NO 0 CONTRACT REVIEW Reviewer Department/Office Director/ CO D. SChW130W oagi�e�l2ozaizis uaame osoo�� Signature: Cory Assistant Director County Attorney Donald Townsend, Jr Digitally signed by Donald Townsend,Jr Signature: Date: 2025.,2.30,,:54:W-oe'oo' Risk Management Jaclyn Flatt Digitally signed by Jaclyn Flatt Signature: Date: 2025.12.30132142-OS'00' Purchasing Bonnie Madrid Digitally signed by Bonnie Madrid Signature: Date: 2025.12.30 152725-05'00' (email C017tYaCYS Q�i1YlOUYOCCOUflty-fLgOV) OMB Digitally signed by Angelica Malcosky Signature: Angelica Malcosky Date: 2025.12.31095256-05'00' (email OMB@monroecounty-fl.gov) Comments: Revised BOCC 11/12/2025 Pg 19/20 Pg 57 Prepared for: Shannon Davis Weiner Monroe County, FL 2796 Overseas Hwy. Marathon FL 33050 United States Ph: (305) 289-6012 Fax: 305-289-2493 Email: weiner-shannon@monroecounty-fl.gov X�• Quote #: Q-210248-2 Date: 12/15/2025 Expires On: 12/31/2025 Confidential Salesperson: Dwight Paul Phone: Email: dwight.paul@everbridge.com Payment Term:Net 30 Entity ID: Everbridge, Inc. - 26-2919312 Contract Summary Information: Contract Period: 12 Months Contract Start Date: 1/1/2026 Contract End Date: 12/31/2026 Year 1 Qty Product Code Description GSA Classification Price 82,244 101-11-11-0255-000 Mass Notification Pro - MN Bundle SLG 3 GSA Product USD 12,905.51 82,244 101-00-11-0246-000 Resident Connection - Life Safety - USA - 1 GSA Product USD 1,920.69 Year 1 TOTAL: USD 14,826.20 Pricing Summary: Year One Fees: USD 14,826.20 One-time Implementation and Setup Fees: USD 0.00 Professional Services: USD 0.00 Total Year One Fees Due: USD 14,826.20 Messaging Credits Summary: Initial Credits Allowance Additional Credits Purchased Total Credits Year 1 2,000,000 0 2,000,000 Quote Terms: 1 , Quote subject to terms & conditions of GSA Contract No. 47QTCA24DO083 and the GSA Approved End User License Agreement ("EULA"), the latter of which is attached hereto and incorporated by reference. 2. Messaging Credits listed above can be used for Notifications and expire at the end of each year. Consumption of Messaging Credits in excess of these amounts in any year will incur additional charges. Page 1 of 2 Subject to sales taxes where applicable. The supplemental notes below, if any, supplied in this Quote are for informational purposes and not intended to be legally binding or override GSA Contract No. 47QTCA24D0083, or the EULA. Please, Sign, Date and Return: Signature: Name (Print): Christine Hurley Please, Sign, Date and Return: Signature: Name (Print): Date: Title: County Administrator Digitally signed by Christine Christine Hurley H u rl e Date: 2026.01.02 Y 11:03:10-05'00' Date: Title: Everbridge, Inc. 8300 Boone Blvd, Suite 800 Vienna,VA 22182 (818) 230-9700 THANK YOU FOR YOUR BUSINESS! Monroe Countv Attorney Approved as to FormAnd Legal Sufficiency i Donald Townsend, Jr. Assistant County Attorney Data: Dec 30,2025, 12:14 pm Page 2 of 2 everbridge- Everbridge, Inc. GSA Approved End User License Agreement - SaaS This End User License Agreement ("Agreement") is entered into by and between Everbridge, Inc. ("Everbridge") and an Ordering Activity, an entity entitled to order under GSA Schedule contracts as defined in GSA Order ADM 4800.2H, as may be revised from time to time ("Client"), effective on the date of signature by an authorized signatory on the Quote or other ordering document ("Effective Date"). Everbridge and Client are each hereinafter sometimes referred to as a "Party" and collectively, the "Parties." SERVICES. 1.1 Orders. Everbridge shall provide Client access to its proprietary interactive communication solutions (the "Solutions") subject to the terms and conditions set forth in this Agreement and the description of services and pricing provided in the applicable quote or other ordering document (e.g., statement of work) (the "Quote") and the applicable Solution documentation (the "Documentation"). If applicable, Everbridge shall provide the training and professional services ("Professional Services") set forth in the Quote. Collectively, the Solutions and Professional Services are referred to as the "Services". Everbridge shall provide Client with login and password information for each User (as defined below) and will configure the Solutions based on the maximum number of Contacts (as defined below) or Users, as applicable depending on the Solutions ordered. Client shall undergo the initial setup and training as set forth in the onboarding Documentation within sixty (60) days of the Effective Date. Unless otherwise provided in the applicable Quote or Documentation, Services are purchased as annual subscriptions. 1.2 Users; Contacts. "Users" are individuals who are authorized by Client from time to time to use the Solutions for the purposes of sending notifications, configuring templates, reporting or managing data, serving as system administrators, or performing similar functions, and who have been supplied user identifications and passwords by Client. Users may include employees and contractors of Client or an Included Department. "Included Department" means any enterprise department, office, agency, or other entity that receives a majority of its funding from the same general or enterprise fund, as applicable, as the Client. "Contacts" are individuals who Client contacts through the Solutions and/or who provides their personal contact information to Everbridge, including through an opt -in portal. If applicable to the particular Solution, the number of Users and/or Contacts that may be authorized by Client is set forth on the Quote. 2. PAYMENT TERMS. Everbridge shall invoice Client annually in advance for all Solutions and Professional Services, and Client shall pay the fees set forth in the Quote within thirty (30) days from date of invoice. All pricing must be consistent with the Schedule Price List. If Client exceeds any role -based numbers, messaging credits or other usage levels consistent with the Schedule Price list. All Professional Services must be used within 12 months from date of purchase. 3. RESPONSIBILITIES. 3.1 Client Data. Client shall retain all ownership rights in all Contact data and all electronic data Client transmits to Everbridge to or through the Solutions ("Client Data"). Client represents that it has the right to authorize and hereby does authorize Everbridge to collect, store and process Client Data subject to the terms of this Agreement. Client shall maintain a copy of all Contact data it provides to Everbridge. 3.2 Use of Solutions. Client is responsible for all activity occurring under Client's account(s) and shall comply with all applicable Privacy Laws (as defined below) and all other applicable laws and regulations in connection with Client's use of the Services, including its provision of Client Data to Everbridge. Client shall be responsible for ensuring that there is a lawful basis for sending communications through the Solutions to Contacts including, where applicable, obtaining the required consent of Contacts. Client shall use the Service in accordance with Everbridge's then applicable Acceptable Use Policy posted on www.everbridge.com. Client shall promptly notify Everbridge of any unauthorized use of any password or account of which Client becomes aware. Client acknowledges that the Solutions are a passive conduit for the transmission of Client Data, and Everbridge has no obligation to screen, preview or monitor content, and shall have no liability for any errors or omissions or for any defamatory, libelous, offensive or otherwise unlawful content in any Client Data, or for any losses, damages, claims, or other actions arising out of or in connection with any data sent, accessed, posted or otherwise transmitted via the Solutions by Client, Users or Contacts, except to the extent such losses are caused directly by the acts or omissions of Everbridge personnel. 3.3 Data Privacy. Everbridge shall abide by all applicable Privacy Laws in connection with the operation of the Solutions. "Privacy Laws" means all U.S. federal and state laws and regulations regarding consumer and data protection and privacy. 3.4 Data Security. Everbridge's IT security and compliance program includes the following standards generally adopted by industry leading SaaS providers: (i) reasonable and appropriate technical, organizational, and security measures against the destruction, loss, unavailability, unauthorized access or alteration of Client Data in the possession or under the control of Everbridge, including measures to ensure the availability of information following interruption to, or failure of, critical business processes; and (ii) an annual assessment of its security controls performed by an accredited third party audit firm in accordance with the Statement on Standards for Attestation Engagements No. 18 (SSAE 18). Upon request, Everbridge shall provide Client with a copy of its current SSAE 18 SOC 2 report. Everbridge's security framework is based on the security requirements and controls within US National Institute of Standards and Technology (NIST) Special Publication 800-53 — Security and Privacy Controls for Information Systems and Organizations. The NIST 800-53 security requirement standard has direct mapping to other security and data privacy frameworks, including global information security standard ISO 27001, HIPAA-HITECH, and HITRUST. The data security procedures that Everbridge follows when providing the Solutions are included at the following URL: https://docs.everbridge.com/cdn/legal/Data- SecuritV-Exhibit.r)d . GSA EUtA February 2024 4. TERM. The term of this Agreement shall begin on the Effective Date and shall expire when all underlying Quotes with Client or its Affiliates have expired in accordance with the terms of such Quotes, unless terminated earlier as provided herein. 5. SUSPENSION. 5.1 Suspension. Everbridge may temporarily suspend Client's access to the Solutions or any portion thereof for (i) emergency network repairs, threats to, or actual breach of network security; or (ii) any legal, regulatory, or governmental prohibition affecting the Solution. Everbridge shall use its best efforts to notify Client through its Client Portal and/or via email prior to such suspension and shall reactivate any affected portion of the Solution as soon as possible. 6. PROPRIETARY RIGHTS. 6.1 Grant of License. Subject to the terms and conditions of this Agreement, Everbridge hereby grants to Client, during the term of this Agreement, a limited, non-exclusive, non -transferable, non-sublicensable right to use the Solutions. 6.2 Restrictions. Client shall use the Solution solely for its internal business purposes. In particular, Client's use of the Solutions shall not include service bureau use, outsourcing, renting, reselling, sublicensing, or time-sharing. Client shall not (i) sell, transfer, assign, distribute or otherwise commercially exploit or make the Solution available to any third party except as expressly set forth herein; (ii) modify or make derivative works based upon the Solution; (iii) reverse engineer the Solution; (iv) remove, obscure or alter any proprietary notices or labels on the Solution or any materials made available by Everbridge; (v) use, post, transmit or introduce any device, software or routine (including viruses, worms or other harmful code) which interferes or attempts to interfere with the operation of the Solution; or (vi) defeat or attempt to defeat any security mechanism of any Solution. 6.3 Reservation of Rights. The Solutions (including all associated computer software (whether in source code, object code, or otherform), databases, indexing, search, and retrieval methods and routines, HTML, active server pages, intranet pages, and similar materials) and all intellectual property and other rights, title, and interest therein (collectively, 1P Rights"), whether conceived by Everbridge alone or in conjunction with others, constitute Confidential Information and the valuable intellectual property, proprietary material, and trade secrets of Everbridge and its licensors and are protected by applicable intellectual property laws of the United States and other countries. Everbridge owns (i) all voluntary feedback regarding the design or operation of the Services (except for the Client Data) provided to Everbridge by Users, Client and Contacts in conjunction with the Services, and (ii) all aggregated and anonymized transactional, performance, derivative data and metadata generated in connection with the Solutions, which are generally used to improve the functionality and performance of the Services. Except for the rights expressly granted to Client in this Agreement, all rights in and to the Solutions and all of the foregoing elements thereof (including the rights to any work product resulting from Professional Services and to any modification, enhancement, configuration or derivative work of the Solutions) are and shall remain solely owned by Everbridge and its respective licensors. Everbridge may use and provide Solutions and Professional Services to others that are similar to those provided to Client hereunder, and Everbridge may use in engagements with others any knowledge, skills, experience, ideas, concepts, know-how and techniques used or gained in the provision of the Solutions or Professional Services to Client, provided that, in each case, no Client Data or Client Confidential Information is disclosed thereby. 7. CONFIDENTIAL INFORMATION. 7.1 Definition. "Confidential Information" means all information of a Party ("Disclosing Party") disclosed to the other Party ("Receiving Party"), whether orally, electronically, in writing, or by inspection of tangible objects (including, without limitation, documents or prototypes), that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes without limitation, all Client Data, the Solutions, and either Party's business and marketing plans, technology and technical information, product designs, reports and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (iii) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to Disclosing Party. 7.2 Protection. Receiving Party shall not disclose or use any Confidential Information of Disclosing Party for any purpose other than performance or enforcement of this Agreement without Disclosing Party's prior written consent. If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, including under the Freedom of Information Act or other public information request (i.e., "state sunshine" laws) it shall provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Receiving Party shall promptly notify Disclosing Party if it becomes aware of any breach of confidentiality of Disclosing Party's Confidential Information. 7.3 Upon Termination. Upon any termination of this Agreement, the Receiving Party shall continue to maintain the confidentiality of the Disclosing Party's Confidential Information and, upon request and to the extent practicable, destroy all materials containing such Confidential Information. Notwithstanding the foregoing, either Party may retain a copy of any Confidential Information if required by applicable law or regulation, in accordance with internal compliance policy, or pursuant to automatic computer archiving and back-up procedures, subject at all times to the continuing applicability of the provisions of this Agreement. WARRANTIES; DISCLAIMER. 8.1 Everbridge Warranty. During the duration of the Term, Everbridge shall provide the Solutions in material compliance with the functionality and specifications set forth on the applicable Solution Documentation during the period the Services are purchased. Everbridge shall provide 24X7X365 Client support in accordance with its most recently published Support Services Guide. Professional Services shall be performed in a professional manner consistent with industry standards. 8.2 Disclaimer. THE FOREGOING REPRESENT THE ONLY WARRANTIES MADE BY EVERBRIDGE HEREUNDER, AND EVERBRIDGE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EVERBRIDGE DOES NOT WARRANT THAT THE SOLUTION WILL OPERATE ERROR FREE OR WITHOUT INTERRUPTION. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL EVERBRIDGE HAVE ANY LIABILITY FOR PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE ARISING FROM FAILURE OF THE SOLUTION TO DELIVER AN ELECTRONIC COMMUNICATION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF EVERBRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 8.3 SMS Transmission. CLIENT ACKNOWLEDGES THAT THE USE OF SHORT MESSAGING SERVICES ("SMS"), ALSO KNOWN AS TEXT MESSAGING, AS A MEANS OF SENDING MESSAGES INVOLVES A REASONABLY LIKELY POSSIBILITY FROM TIME TO TIME OF DELAYED, UNDELIVERED, OR INCOMPLETE MESSAGES AND THAT THE PROCESS OF TRANSMITTING SMS MESSAGES CAN BE UNRELIABLE AND INCLUDE MULTIPLE THIRD PARTIES THAT PARTICIPATE IN THE TRANSMISSION PROCESS, INCLUDING MOBILE NETWORK OPERATORS AND INTERMEDIARY TRANSMISSION COMPANIES. ACCORDINGLY, EVERBRIDGE RECOMMENDS THAT SMS MESSAGING NOT BE USED AS THE SOLE MEANS OF COMMUNICATION IN AN EMERGENCY SITUATION. INDEMNIFICATION. 9.1 By Everbridge. Everbridge shall defend, indemnify and hold Client harmless from and against any Claim against Client arising out of (i) any breach by Everbridge of applicable Privacy Laws; (ii) any breach by Everbridge of its data security obligations under Section 3.4; or (iii) an allegation that the Solution as contemplated hereunder infringes an issued patent or other IP Right in a country in which the Solution is provided to Client. If (x) any aspect of the Solution is found or, in Everbridge's reasonable opinion is likely to be found, to infringe upon the IP Right of a third party or (y) the continued use of the Solution is enjoined, then Everbridge will promptly and at its own cost and expense at its option: (i) obtain for Client the right to continue using the Solution; (ii) modify such aspect of the Solution so that it is non -infringing; or (iii) replace such aspect of the Solution with a non -infringing functional equivalent. If, after all commercially reasonable efforts, Everbridge determines in good faith that options (i) - (iii) are not feasible, Everbridge will remove the infringing items from the Solution and refund to Client on a pro-rata basis any prepaid unused fees paid for such infringing element. The remedies set forth in this Section 9.2 are Client's exclusive remedy for Claims for infringement of an IP Right. Everbridge shall have no obligation or liability for any claim pursuant to this Section to the extent arising from: (i) the combinations, operation, or use of the Solution supplied under this Agreement with any product, device, or software not supplied by Everbridge to the extent the combination creates the infringement; (ii) the unauthorized alteration or modification by Client of the Solution; or (iii) Everbridge's compliance with Client's designs, specifications, requests, or instructions pursuant to an engagement for Everbridge Professional Services relating to the Solution to the extent the claim of infringement is based on the foregoing. 9.2 Indemnification Process. The indemnifying party's obligations under this Section 9 are contingent upon the indemnified party (a) promptly giving notice of the Claim to the indemnifying party once the Claim is known; (b) giving the indemnifying party sole control of the defense and settlement of the Claim (provided that the indemnifying party may not settle such Claim unless such settlement unconditionally releases the indemnified party of all liability and does not adversely affect the indemnified party's business or service); and (c) providing the indemnifying party all available information and reasonable assistance. 10. LIABILITY LIMITS. To the maximum extent permitted by law, neither Party shall have any liability to the other Party for any indirect, special, incidental, punitive, or consequential damages, however caused, under any theory of liability, and whether or not the Party has been advised of the possibility of such damage. Except for its indemnification obligations under Section 9, notwithstanding anything in this Agreement to the contrary, in no event shall Everbridge's aggregate liability, regardless of whether any action or claim is based on warranty, contract, tort or otherwise, exceed amounts paid or due by Client to Everbridge hereunder during the 12-month period prior to the event giving rise to such liability. Client understands and agrees that these liability limits reflect the allocation of risk between the Parties and are essential elements of the basis of the bargain, the absence of which would require substantially different economic terms. This clause shall not impair the U.S. Government's right to recover for fraud or crimes arising out of or related to this Agreement under any federal fraud statute. Furthermore, this clause shall not impair nor prejudice the U.S. Government's right to express remedies provided in the schedule contract (i.e. Price Reductions, Patent Indemnification, Liability for Injury or Damage, Price Adjustment, Failure to Provide Accurate Information). 11. INSURANCE. Everbridge will maintain during the term of this Agreement the following coverages: (i) General Liability insurance, with liability limits of at least $5,000,000; (ii) Network Tech nol ogy/Cyber Liability coverage with limits of at least $5,000,000; and (iii) workers' compensation insurance as required by the state or local law in which the work is performed. Upon request by Client, Everbridge shall provide Client a certificate of insurance evidencing such coverages. 12. MISCELLANEOUS. 12.1 Non -Solicitation. As additional protection for Everbridge's proprietary information, for so long as this Agreement remains in effect, and for one year thereafter, Client agrees that it shall not, directly or indirectly, solicit, hire or attempt to solicit any employees of Everbridge; provided, that a general solicitation to the public for employment is not prohibited under this section. 12.2 Force Majeure; Limitations. See GSA Schedule 70 contract and individual ordering document 12.3 Waiver; Severability. The failure of either Party hereto to enforce at any time any of the provisions or terms of this Agreement shall in no way be considered to be a waiver of such provisions. If any provision of this Agreement is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed deleted or revised, and the remaining provisions shall continue in full force and effect to the maximum extent possible so as to give effect to the intent of the Parties. 12.4 Assignment. Neither this Agreement nor any rights granted hereunder may be sold, leased, assigned (including an assignment by operation of law), or otherwise transferred, in whole or in part, by Client, and any such attempted assignment shall be void and of no effect without the advance written consent of Everbridge, which shall not be unreasonably withheld. 12.5 Governing Law. This Agreement shall be governed and construed in accordance with the federal laws of the United States of America. 12.6 Notices. Legal notices (e.g., claimed breach or termination) to be provided under this Agreement shall be delivered in writing (a) in person, (b) by nationally recognized overnight delivery service, or (c) by U.S. certified or first class mail to the other party as set forth on the signature page hereto. All legal notices shall be deemed to have been given upon receipt or, if under (c), three (3) business days after being deposited in the mail. Either party may change its address by giving notice of the new address to the other party pursuant to this Section and identifying the effective date of such change. Everbridge may provide all other notices to Client's billing contact on the Client Registration Form or, with respect to availability, upgrades or maintenance of the Solutions, to the Everbridge Support Center. 12.7 No Third -Party Beneficiaries. There are no third- party beneficiaries to this Agreement 12.8 Survival. Sections 2, 3.1, 6, 7, 9, 10 11, 12 and the applicable provisions of Exhibit A shall survive the expiration or earlier termination of this Agreement. 12.9 Equal Employment Opportunity. Everbridge, Inc. is a government contractor and is subject to the requirements of Executive Order 11246, the Rehabilitation Assistance Act and VEVRAA. Pursuant to these requirements, the Equal Opportunity Clauses found at 41 Code of Federal Regulations sections 60-1.4(a) (1-7), sections 60-250.4(a-m), sections 60-300.5 (1-11) and sections 60-741.5 (a) (1-6) are incorporated herein by reference as though set forth at length, and made an express part of this Agreement. 12.10 Export Compliant. Neither Party shall export, directly or indirectly, any technical data acquired from the other pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval. Client shall not permit Users to send notifications to a Contact in a U.S. embargoed country or in violation of any U.S. export law or regulation. 12.11 U.S. Government End -Users. The Solutions and related documentation are "commercial items" as defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, U.S. government Clients and end - users acquire licenses to the Solutions and related documentation with only those rights set forth herein. 12.12 General. Any right, obligation or condition that, by its express terms or nature and context is intended to survive the termination or expiration of this Agreement, shall survive any such termination or expiration hereof. This Agreement, and any other document referencing and governed by this Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but which together shall constitute the same agreement. Each Party agrees to be bound by its digital or electronic signature, whether transmitted by fax machine, in the form of an electronically scanned image (e.g., in .pdf form), by email, or by other means of e-signature technology, and each Party agrees that it shall accept the signature of the other Party transmitted in such a manner. EXHIBIT A Additional Business Terms The following additional business terms are incorporated by reference into the Agreement as applicable based on the particular products and services described on the Quote. If Client Is Orderina Nixle° Products or Communitv Enaaaement: Client grants to Everbridge a non-exclusive, royalty free, worldwide and perpetual right and license (including sublicense) to (a) use, copy, display, disseminate, publish, translate, reformat and create derivative works from communications Client sends through the Solutions for public facing communications to citizens, other public groups and public facing websites, including social media (e.g., Google°, Facebook°) (collectively, "Public Communications"), (b) use and display Client's trademarks, service marks and logos, solely as part of the Public Communications to Contacts who have opted in to receive those Communications, and on other websites where Everbridge displays your Public Communications, as applicable, and (c) place a widget on Client's website in order to drive Contact opt -in registrations. Client further acknowledges and agrees that all personal information from individuals registering through such widget is owned expressly by Everbridge and such information will be governed by the applicable Privacy Policy. If Client Is Orderina Everbridae Suite Products: Messaging Credits. The Solutions include units of usage ("Messaging Credits") for communications sent by Client through the Solutions to multiple Contacts via one or more communication paths ("Notifications"). No Messaging Credits shall be required to send Notifications by push notification (Everbridge mobile application), by email or by pager. If Client's use of the Solutions exceeds the amount of Messaging Credits allocated to the account or previously purchased, Client shall pay for such overages and charges back to the date they were incurred. Unused Messaging Credits expire at the end of the annual billing period under the applicable Quote and are not refundable. Additional Messaging Credits may be purchased separately. 2. Usage. Messaging Credits shall be applied per Notification sent by Client through the Solutions. A single Notification is defined as follows: ■ SMS Text messages: i. For messages that contain only GSM characters, each 153 characters or portion thereof. ii. For messages that contain any non -GSM characters, each 67 characters or portion thereof. iii. GSM characters include only characters in the GSM 7-bit default alphabet. iv. Character limits for SMS Text messages are determined by telecommunication providers. Everbridge reserves the right to change the length of a single SMS Text message if telecommunication providers update these amounts. ■ Voice messages or Conference Voice: One minute or portion of a minute of the voice message, calculated on a cumulative basis per month, per destination country. ■ TTY: One minute per TTY message. ■ Fax: Per page transmitted. 3. Role -based Limits. If Client exceeds any role -based limits (such as the number of Contacts, Resolvers or authorized users of a Solution) set forth on the applicable Quote, Client shall pay for such additional role -based numbers as of the date that the overage began. Payment shall be at the role -based number rate in the Quote and shall be paid for the duration of the term of such Quote. 4. Other Usage Limits. If the applicable Quote sets forth any geographic, departmental, entity -based or other limitation on usage of the Solutions, then Client's use of the Solutions is expressly limited to Contacts who are based in such geographic area, department or entity or who otherwise meet the usage limitation criteria specified in the Quote. Client's use of the Solutions with any Contacts who are not included within such limitations shall constitute a material default under this Agreement and shall subject such Client to additional charges for such unauthorized usage. 5. Data Feeds. Client shall not use any automated device, computer program, software, tool, algorithm, bot or similar process to mine or systematically scrape or extract data from any of the products, except as authorized in writing by Everbridge. Notwithstanding anything to the contrary in this Agreement, to the extent that Client has purchased or accesses Data Feeds, the content such feeds are provided solely on an "AS IS" and "AS AVAILABLE" basis and Everbridge disclaims any and all liability of any kind or nature resulting from (a) any inaccuracies or failures with respect to such Data Feeds or (b) any actions taken by Client as a result of its use of the Solutions or its content. All Data Feeds are provided solely as a convenience and do not constitute an endorsement by Everbridge. The sole and exclusive remedy for any failure, defect, or inability to access the content of such Data Feed shall be to terminate the Data Feed with no further payments due. "Data Feed" means data content or websites licensed or provided by third parties to Everbridge and supplied to Client in connection with the Solution (e.g., real time weather system information and warnings, 911 data, third party maps, and situational intelligence) or publicly -available information that Client accesses on the Internet while using the Services. Clients purchasing Visual Command Center or Signal products further agree that they will comply with the Data Feed Terms and Conditions found at https://www.everbridge.com/wp-content/uploads/Data-Feed-Terms-and-Conditions-Oct- 2019. pdf. 6. Resident Connection Data. If a Client is purchasing Resident Connection Data, Everbridge provides to Client a limited, non-exclusive, non -transferable, non-sublicensable, right to use mobile, landline and VoIP telephone records ("Resident Connection Data") in connection with emergency notifications sent through the Everbridge Solutions. Resident Connection Data is Confidential Information of Everbridge and is subject to the confidentiality obligations in Section 7 and the license restrictions in Section 6.2 of this Agreement. Unless provided herein, Resident Connection Data is owned expressly by Everbridge and rights to use such data terminates upon the termination or expiration of this Agreement. Non -Emergency Messaging 1. If Client is using the solution to send non -emergency calls, text messages or emails to consumers, Client expressly agrees to comply with the Telephone Consumer Protection Act of 1991, including its implementing regulations, and any other similar laws and regulation (collectively, "Consumer Protection Law"). Client shall not violate these or others applicable laws and warrants that it shall receive express consent from Contacts if its messages fall within these Consumer Protection Laws. EXHIBIT B I PAWS- CMAS/WEA Addendum This addendum is incorporated by reference into the Agreement as applicable based on the particular products and services described on the Quote. IPAWS Authorization. Client represents and warrants to Everbridge that any employee, agents, or representatives of Client who access IPAWS-OPEN using Client's credentials provided by FEMA (each, an "IPAWS User"), are authorized by FEMA to use IPAWS-OPEN, have completed all required training, and Client has executed an (PAWS Memorandum of Agreement ("MOK) with FEMA. Client shall contact Everbridge immediately upon any change in Client or any (PAWS User's right to access IPAWS-OPEN. Client shall only access IPAWS-OPEN using its designated credentials and FEMA issued digital certificate ("Digital Certificate"). Client acknowledges and agrees that Everbridge shall not have access to its credentials and that Client assumes full responsibility for maintaining the confidentiality of any credentials issued to it. Client shall be solely responsible for any and all claims, damages, expenses (including attorneys' fees and costs) that arise from any unauthorized use or access to IPAWS-OPEN. 2. Credentials. Client shall load and maintain within its Everbridge account Organization, its Digital Certificate, COG ID, and Common Name. Client authorizes and requests Everbridge to use the foregoing stored information to connect Client to IPAWS-OPEN. 3. Messaging. Client acknowledges and agrees that: (i) upon submission of messages to IPAWS-OPEN, Everbridge shall have no further liability for the distribution of such message, and that the distribution through IPAWS-OPEN, including, but not limited to, delivery through the Emergency Alert System or the Commercial Mobile Alert System, is in no way guaranteed or controlled by Everbridge; (ii) Everbridge shall not be liable as a result of any failure to receive messages distributed through IPAWS-OPEN; (iii) (PAWS may include additional features not supported through the Everbridge system, and Everbridge shall not be required to provide such additional features to Client; and (iv) Client shall be solely responsible and liable for the content of any and all messages sent through IPAWS-OPEN utilizing its access codes. 4. Term. Client acknowledges and agrees that access to IPAWS-OPEN shall be available once Client has provided Everbridge with the Digital Certificate and any other reasonably requested information to verify access to the system. Upon termination of the Agreement access to IPAWS-OPEN shall immediately terminate. In addition, Everbridge may immediately terminate, without liability, access to IPAWS-OPEN, if Client breaches this Addendum, the MOA, or FEMA changes the IPAWS-OPEN system so that it materially change the business terms and/or feasibility for Everbridge to provide such access. Reti everbridgem SYs"i i:.E'Im VINCII...0 SION .. Confider Everbridge Mass Notification Pro for State and Local Government Overview Everbridge Mass Notification Pro for SLG allows users to send notifications to individuals or groups using lists, locations, and visual intelligence. Everbridge Mass Notification is supported by state-of-the-art security protocols, elastic infrastructure, advanced mobility, interactive reporting, adaptive people, and resource mapping to mirror your organization, and true enterprise class data management capabilities to provide a wide array of data management options. Core Platform Access • Unlimited Users for web -based portal to initiate messages, reporting, and administration • Unlimited Users for ManageBridge Application (iOS, Android) and Mobile Optimized Notification Site • Three (3) Organization with unlimited nested static and dynamic groups • One (1) Contact Data Location per organization in the United States, Germany, Canada, or the United • Kingdom • Access to Desktop Alerts — Urgent Full -Screen Takeover Alerts • Access to Incident Management • Access to Incident Chat for responders to coordinate and collaborate • Access to Secure Collaboration mobile app encrypted communication • Contacts Management and Notifications APIs • Email Ingestion — launch notification through email Key features • SMPP based True SMS text messaging • Our service transmits messages through various channels using standard protocols. Messaging services like email, voice calls, and SMS may experience delays or undelivered messages due to third parties, often chosen by you or the recipient (e.g., busy signal, carrier network issues, or dead battery). We cannot guarantee delivery and advise against relying solely on one messaging channel for important communications. • Our service supports messaging through various channels, subject to usage limits ("Message Credits"). Your Quote or pricing document outlines your annual Message Credit Limit. This limit includes unlimited push 6'9 Everbridge, e, Inc Confidant of 8, f rra,kr''io 9,ar �lhMGiak,s e.Qs„u^y,u. 'rr,,,, meti everbridgem sYs"i i:.E'1m VINCII...USII N - Confider notifications via our app, email, or pager, and a maximum number of individual messages before incurring extra costs. You can monitor your Message Credit usage, limit, and remaining credits on our Client Portal. If you exceed your limit, we may charge you for overages. We advise purchasing more Message Credits if you are close to your limit. Additional Message Credits can be bought anytime. • Each of the following is counted as a single message credit: • SMS Text messages: • For messages that contain only GSM characters, each 153 characters or portion thereof. • For messages that contain any non -GSM characters, each 67 characters or portion thereof. • GSM characters include only characters in the GSM 7-bit default alphabet. • Character limits for SMS Text messages are determined by telecommunication providers. Everbridge reserves the right to change the length of a single SMS Text message if telecommunication providers update these amounts. • Voice messages or Conference Voice: One minute or portion of a minute of the voice message, calculated on a cumulative basis per month, per destination country. • TTY: One minute per TTY message. • Fax: Per Page Transmitted. • Multi -language Text to Speech Engine and Custom Voice Recording • 4 Everbridge basic conference bridge codes + 4 Smart Conference bridge lines • Public Incident Zone — Alert residents through Everbridge Mobile App on their entry into the impacted area Mobile app check -in functionality that allows users to provide their geo location • Custom branded community opt -in portal with custom fields and opt -in subscriptions • Flexible role -based access controls to manage user permissions • Access to Real -Time Dashboard, Notifications History, Everbridge Universe, and Custom Reporting • Notification escalation to automatically send a notification to the next person or group if there is no confirmation • Integrated GIS/Map-based, rule -based, group -based, or individual contact selection • Ability to send standard, polling, or on -the -fly 'One -Touch' Conference Call messages • One -screen broadcast creation workflow to speed message creation and reduce human error • Everbridge Network to access situational intelligence & notifications shared by other public and private groups • Publish notifications directly to Websites and services that support API access via HTTPS using 'Web Posting' • Publish notification to Social Media • Publish notifications to Audio Bulletin Board for contacts to retrieve the audio message at their convenience • Access to IPAWS for authorized agencies —Only available in US region • IPAWS Authorization. Client represents and warrants to Everbridge that any employee, agents, or representatives of Client who access IPAWS-OPEN using Client's credentials provided by FEMA (each, an "IPAWS User"), are authorized by FEMA to use IPAWS-OPEN, have completed all required training, and Client has executed an IPAWS Memorandum of Aereement ("MOA") with FEMA. Client shall contact Everbridge 6'9 Everbridge, r„ Inc Confidant of 8, f rn.kr' �lhMGiak,s e.Qs„u^y,u. i�. 9 �.ar rr,,,, meti everbridgem Y "iill:::'Im VINCII...0 11 N - Confider immediately upon any change in Client or any IPAWS User's right to access IPAWS-OPEN. Client shall only access IPAWS-OPEN using its designated credentials and FEMA issued digital certificate ("Digital Certificate"). Client acknowledges and agrees that Everbridge shall not have access to its credentials and that Client assumes full responsibility for maintaining the confidentiality of any credentials issued to it. Client shall be solely responsible for any and all claims, damages, expenses (including attorneys' fees and costs) that arise from any unauthorized use or access to IPAWS-OPEN. • Credentials. Client shall load and maintain within its Everbridge account Organization, its Digital Certificate, COG ID, and Common Name. Client authorizes and requests Everbridge to use the foregoing stored information to connect Client to IPAWS-OPEN. • Messaging. Client acknowledges and agrees that: (i) upon submission of messages to IPAWS-OPEN, Everbridge shall have no further liability for the distribution of such message, and that the distribution through IPAWS-OPEN, including, but not limited to, delivery through the Emergency Alert System or the Commercial Mobile Alert System, is in no way guaranteed or controlled by Everbridge; (ii) Everbridge shall not be liable as a result of any failure to receive messages distributed through IPAWS-OPEN; (iii) IPAWS may include additional features not supported through the Everbridge system, and Everbridge shall not be required to provide such additional features to Client; and (iv) Client shall be solely responsible and liable for the content of any and all messages sent through IPAWS-OPEN utilizing its access codes. • Term. Client acknowledges and agrees that access to IPAWS-OPEN shall be available once Client has provided Everbridge with the Digital Certificate and any other reasonably requested information to verify access to the system. Upon termination of the Agreement access to IPAWS-OPEN shall immediately terminate. In addition, Everbridge may immediately terminate, without liability, access to IPAWS-OPEN, if Client breaches this Addendum, the MOA, or FEMA changes the IPAWS-OPEN system so that it materially change the business terms and/or feasibility for Everbridge to provide such access. • Contact filtering based on custom criteria • Map -based drawing and selection tools and imported shape files (e.g. Google Maps, Bing Maps, ESRI) • Automatic address geo-coding for contacts • Organization specific customizable caller ID, greetings, and broadcast settings • Real-time reporting for improved situational awareness and easier after -action analysis • Unlimited Mass Notification and Incident Templates • Self -Service Contact Record Management, Contact Import via CSV Upload and via Contact API Basic • International Support • Globally Local Calling for faster communications using local/regional message initiation • Dynamic Caller ID to customize caller IDs with local number per country or broadcast • International Long and Short Codes for SMS delivery Set-up, Implementation & Support • Up to 10 remote hours of support via a dedicated Implementation Specialist to be used within 60 days of contract signing. These 10 hours are inclusive of web -based training, system testing, and administrative set- up. Your Implementation Specialist will also deliver your EB Suite system with best -practice recommended settings configured. • Initial Contact Data Upload and Test Broadcast Support 6'9 Everbridge, r„ Inc Confidant of 8, f rn.kr' �lhMGiak,s e.Qs„u^y,u. i�. 9 �.ar rr,,,, Rezi everbridgem SY "iili:.Em 1II4CII...0 1ION - Confider • 5 Live Operator Message Initiations per year • Unlimited Access to Everbridge University classes • 24x7 Customer Support (phone, web, email) • To enable our customer support teams to more effectively solve our customers' support -related issues by providing analytics, suggesting guidance, and improving our knowledge base, as well as allow customers access to our knowledge base through a chat feature. Access to support tickets is needed for the feature to operate, except for the chat feature where no support ticket or other customer data is required. a Global Support/Operations Centers for Redundant Live Support Usage • For more information about the policies that apply to our Services and how you use them, refer to our / . Qgjir lr,l"'i.. You will obtain all requisite permissions or Policy Page It��l�;i�a. �nr�r�r�rar r ~*xrll;;�l lrli�r �,��alrt ��. consents to support your use. For more information on the accreditations, certifications and operational practices relevant to the Service(s) you have purchased from us, refer to trust.everbridge.com. 6'9 f verbrid, e, Inc Confidant of 8, f rn.kr' �lhMGiak,s e.Qs„u^y,u. i�. 9 �.ar rr,,,, meti everbridgem Sys"i i:.E'Im VIN II...0 11 N .. Confider Resident Connection — Life Safety - USA Overview Resident Connection allows United States Local Government agencies to maximize the reach of their constituents by providing Immediate access to the resident and business database for the jurisdiction. Resident Connection has also been developed to help provide faster ways to communicate critical information in an imminent threat to life and property (life -threatening emergencies). The solution provides users with easy access to available resident and business contacts for their jurisdiction or custom area, including: • Integrated management of all your contacts within the Everbridge Mass Notification Suite • This life safety database contains verified contact names, addresses and phone numbers (Landline, VOIP, Wireless). Imminent Threat to Life notification protection for Wireless Data (SMS & VOICE) to prevent misuse in non -emergency notifications • All contacts contain at least one delivery method, and all have a geocoded address for list -based or map - based contact selections Usage • Resident Connection — Life Safety is available as a premium add -on to Everbridge Mass Notification Suite • Use of the mobile phone numbers is only permitted for "Imminent Threat to Life" notifications via SMS or Voice • Use of the landline phone numbers can be used for "Imminent Threat to Life" or notifications via non - emergency messages • Using Everbridge to send SMS, Voice, Fax, conference calls, TTY communications and notifications are subject to the Everbridge Credit Based Usage Policy • Our service transmits messages through various channels using standard protocols. Messaging services like email, voice calls, and SMS may experience delays or undelivered messages due to third parties, often chosen by you or the recipient (e.g., busy signal, carrier network issues, or dead battery). We cannot guarantee delivery and advise against relying solely on one messaging channel for important communications. • Our service supports messaging through various channels, subject to usage limits ("Message Credits"). Your Quote or pricing document outlines your annual Message Credit Limit. This limit includes unlimited push notifications via our app, email, or pager, and a maximum number of individual messages before incurring extra costs. You can monitor your Message Credit usage, limit, and remaining credits on our Client Portal. If 6'9 Everbridge, r„ Inc Confidant of 8, f rra,kr''io 9,ar �lhMGiak,s e.Qs„u^y,u. 'rr,,,, meti everbridgem sYs"i i:.E'1m VINCII...USII N - Confider you exceed your limit, we may charge you for overages. We advise purchasing more Message Credits if you are close to your limit. Additional Message Credits can be bought anytime. • Each of the following is counted as a single message credit: • SMS Text messages: • For messages that contain only GSM characters, each 153 characters or portion thereof. • For messages that contain any non -GSM characters, each 67 characters or portion thereof. • GSM characters include only characters in the GSM 7-bit default alphabet. • Character limits for SMS Text messages are determined by telecommunication providers. Everbridge reserves the right to change the length of a single SMS Text message if telecommunication providers update these amounts. • Voice messages or Conference Voice: One minute or portion of a minute of the voice message, calculated on a cumulative basis per month, per destination country. • TTY: One minute per TTY message. • Fax: Per Page Transmitted. Key features • Direct access to Resident Connection life safety to generate alerts from within Everbridge Mass Notification Suite user interface • Leverage pre -loaded jurisdiction boundaries and POI data • Visualize contacts in Universe & Notification map • Resident Connection Data. If a Client is purchasing Resident Connection Data, Everbridge provides to Client a limited, non-exclusive, non -transferable, non-sublicensable, right to use mobile, landline and VoIP telephone records ("Resident Connection Data") in connection with emergency notifications sent through the Everbridge Solutions for lawful, life -safety purposes. Resident Connection Data is Confidential Information of Everbridge and is subject to the confidentiality obligations and the license restrictions of this Agreement. Resident Connection Data is owned expressly by Everbridge and rights to use such data terminates upon the termination or expiration of this Agreement. Set-up, Implementation & Support • Minor implementation is required at no charge. Your account manager will coordinate with our implementation team to activate this feature • Available for United States government agencies delivering life safety communications only • Available for mass notification organizations only • Database is automatically updated monthly with no manual intervention. • To enable our customer support teams to more effectively solve our customers' support -related issues by providing analytics, suggesting guidance, and improving our knowledge base, as well as allow customers access 6'9 Everbridge, e, Inc Confidant of 8, f rra,kr''io 9,ar �lhMGiak,s e.Qs„u^y,u. 'rr,,,, Mezi everbridgem y "i i:.E'1m 11114 .II...0 11 N ... Confider to our knowledge base through a chat feature. Access to support tickets is needed for the feature to operate, except for the chat feature where no support ticket or other customer data is required. For more information about the policies that apply to our Services and how you use them, refer to our Policy Page [ t„11 I t , % y��n��x� �� . r 1�t ls.ii�x�� 4 r lrp/� � lrip2iy po„Ilr le ;;. You will obtain all requisite permissions or consents to support your use. For more information on the accreditations, certifications and operational practices relevant to the Service(s) you have purchased from us, refer to trust. everbridge.com. For a full product description, along with best practices and product details, please see the Everbridge User Guide and Everbridge University. 6'9 Everbridge, e, Inc Confidant of 8, f rra,kr''io 9,ar �lhMGiak,s e.Qs„u^y,u. 'rr,,,, Exhibit C (State and Local Clauses Only) This addendum is incorporated by reference into the Agreement as Applicable. 1. Florida Public Records Law (F.S. 119.0701). RECORDS- ACCESS AND AUDITS: Pursuant to F.S. 119.0701, Contractor and its subcontractors shall comply with all public records taws of the State of Florida, including but not limited to: a. Keep and maintain public records required by Monroe County in order to perform the service. b. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by taw. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. d. Upon completion of the contract, transfer, at no cost, to Monroe County all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records tothe public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to Monroe County, upon requestfrom the public agency's custodian of records, in a format that is compatible with the information technology systems of Monroe County. 2. F.S. 287.0582, F.S. and Monroe County Purchasing Policy (required for all contracts for purchases of services or goods > 1 year): Monroe COUDty'S performance and obligation to pay under this contract is contingent upon an annual appropriation bythe B(3C[|. 3. Insurance Requirements (Monroe County Risk ManWaO:The vendor isrequired toprovide the following insurance coverage: (As contained in the contract.) Prior toormtdrnemfexecution Ofthe agreement, the vendor shalt provide m certificate of insurance evidencing current coverage in this amount. Therefore, the vendor shall provide updated certificates whenever the coverage iSrenewed. 4. Public Entity Crime Statement (required for all procurement documents and contracts bmF'S'287'133and Monroe County Purchasing PniicwizAperson Or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit o bid on e contract to provide any goods or SOn/iC8StOapublic entity, rnaynOtSubrnit@bid OO8COOtraCtvvith@public entityfOr the construction O[repair Of8public building O[public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of36months from the date ofbeing placed VOthe convicted vendor list. Asused h9r8in, the t8[[n "convicted vendor list" nO8anG a list maintained by the Florida Department OfManagement Services, 8Sdefined inF.S.287,133. By entering in this Agreement, the vendor acknowledges that it has read the above and states that neitherthe vendor nor any Affiliate has been placed on the convicted vendor List within the last 36months. 5. Ethics Clause (required for all contracts bvMonroe County Ordinance No. 1D- 199O\: By entering in this Agreement, the vendor warrants that he/it has not employed, retained Orotherwise had act Onhis/her behalf any former County officer or employee in violation of Section 2 of Ordinance NO. 010-1990 Or any County officer or employee inviolation of Section 3of Ordinance No. 010-1990. Forbreach or ViOi8ti0O Of this provision the County may, in its discretion, t8[nliO@t8 this Agreement without liability and may also, in its U|SCretiOD' deduct from the Agreement or purchase price, or otherwise reoover, the full amount of any fee, monnrnimaion' percentage, gift' or consideration paid tothe former County officer or erOpiOyH8. G. E-Verifvrequirement (required byF,S,448.O95):Beginning January 1.2O21'every public employer, cDDt[OCtO[, and subcontractor shall register with and use the E- Verify system to verify the work authorization status of all newly hired employees. By entering into this Agreement, the vendor certifies that it registers with and uses the E-Verify system. If the C0Otr@CtO[ RD1e(8 into 8 contract with G SNhC0ntr8Cto[' the subcontractor must provide the contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized GUen.The contractor shall maintain 8copy Ofsuch affidavit for the duration Ofthe contract. 7. Scrutinized companies (F,S,287.135); o. (Applies to COOtD]CtS > $1 million): This contract iBterminable at the option Of the awarding body if the vendor is found to have submitted a false certification aodefined below, has been placed onthe Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List 8Sthose terms are defined |DF.S. 287.135.o[been engaged inbusiness operations inCuba O[Syria. i. False certification: At the time o company submits o bid or proposal for a contract or b8fO[g the company enters into Or reO8vvS 3 contract with an agency or local governmental entity for goods Or services Of$1 DliK|OO or more, the company must certify that the company is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List and that it does not have business operations inCuba orSyria.Atthetime a company submits abid or proposal for a contract or before the company enters into Or renews a contract with an agency orlocal governmental entityfO[goods Orservices Of any amount, the company must certify that the company is not participating inaboycott ofIsrael. Bventering into this agreement, the vendor certifies that the company complies with these requirements. b. (Applies to at( contracts): This CnOt:3Ct is terminable at the Opt|OO Of the awarding body ifthe company isfound tohave been placed mnthe Scrutinized Companies that Boycott Israel List as that term is defined in F.S. 287.135 or is engaged iO@boycott of Israel. S. Payment: Invoices wilt be paid in accordance with the Florida Local Government Prompt Payment Act, F.S. 218J0 et seq. |nvniC8S rnUSt be submitted to the Clerk with supporting documentation acceptable to the Clerk. Acceptability to the Clerk is based ODgenerally accepted accounting principles and such iavvs' rules, and regulations asmay govern the Clerk's disbursal nffunds. 9. HUrO8n Trafficking (F.S. 787.06): VVheDCVe[ 0 COrtn@Ct is executed, [8D8VV8U' or extended b8tvvH8n a nongovernmental entity and u governmental entity, the DmDgove[Dr0ent8i entity must provide an affidavit signed by an officer Or 3 ngp[CSeDt@tiVe of the nODgOVernrn8Dt@i entity under penalty Of perjury, attesting to that the nongovernmental entity does not use coercion for tabor or services. A copy nfthe affidavit ieattached. 1O.Foreign Entities Affidavit (F.S.287.130): a. Beginning 1/1/2O24'a governmental entity may riot accept a bid 0rproposal from, or enter into a contract with, an entity which vvOu(d grant the entity access to individual pg[SoD8i identifying information ("PU") UDi8SS the entity provides an affidavit signed by an officer or representative under penalty of perjury attesting that the entity does not rneetany Ofthe criteria inF,S.287.138(2)(a)-/C\: * Entity owned by country ofconcern (China, Russia, Iran, North Korea, Venezuela, Syria) 0 Controlling interest bvgovernment Dfforeign country Dfconcern; p Entity U[g@OiZ8U under the iaVVS Of or has principal place Of UuG|Oe8s in foreign country Ofconcern. b.Beginning 7/1/2U25'a governmental entity cannot renew @ contract with anentity which Would grant the access to PH unless the entity provides the affidavit. C. Beginning 7/1/2O25' 8 governmental entity cannot extend orrenew a oODt[8ct with an entity meetingthe above criteria if the contract would give access to PII to that entity. The affidavit isattached. 11.Antitrust /F.S,287.137\: A pe[SOO or GO affiliate who has been placed OD the antitrust violator vender list following a conviction or being held civilly Liable for an antitrust violation may not submit a bid, proposal, Or reply for any new contract iO provide any goods Or services to a pUUUC entity; may not submit 8 bid, prUp0S8L or reply for a new contract with a public entity for the CODstrUCtiDD or repair of public building or public work; may not Submit a bid, proposal, or reply on new leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a new contract with a public entity; and may not transact new business with apublic entity. 0 0 . 0 0 LOUK09111014 MAU 110"I Entity/Vendor Name: Everbridge, Inc - - __------ Vendor FEIN: _26-2919312 Vendor's Authorized Representative: —Dwight Paul (Name and Title) Address: 155 North Lake Ave, Ste 900 City: Pasadena — State: CA Zip: — 91101 Phone Number: (937) 741 3674 Email Address: —dwi-ght.paul@everbridge.com As a nongovernmental entity executing, renewing, or extending a contract with a government entity, Vendor is required to provide an affidavit under penalty of perjury attesting that Vendor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As defined in Section 787,06(2)(a), coercion means: 1. Using or threatening to use physical force against any person; 2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or service are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threatening to cause financial harm to any person-, 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule 11 of Section 893.03 to any person for the purpose of exploitation of that person. As a person authorized to sign on behalf of Vendor, I certify under penalties of perjury that Vendor does not use coercion for labor or services in accordance with Section 787.06, Additionally, Vendor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. A . A the,�bove referenced company. Authorized Signa Print Name: Title: /�, of the city of 4jJ according to law on my oath, and under penalty of perjury, depo4e and say that: V I ( Ct, a� I am "" , , , , ('w. of the firm of A J ("Entity"), the bidder making al for the project described in the Request for Proposi 140 S & , jjhut ,J _ and that I executed the said proposal with full authority to do so; b. In accordance with section 287.138, Florida Statutes, the Entity is not owned by the government of a Foreign Country of Concern, as that term is defined in F.S. 287.138, is not organized under the laws of nor has its Principal Place of Business in a Foreign Country of Concern, and the government of a Foreign Country of Concern does not have a Controlling Interest in the entity. c. 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 tWs affidavit in awarding contracts for said project. (%nature) Date: / / �!�, 2-- STATE OF: 7K COUNTY OF: C.0t-LJtJ' Subscribed and sworn to (or affirmed) before me, by means . physical presence or on ��v te�not �rizatj'o —LJ.)j VI-DIS' (date) by (name of affiant). He/She is personally known to me or h4s produced 7 , b L, (type of identification) as identification. NOTARY PUBLIC NNX �s, Y A *, � My Commission Expires: 0 0 14� MM&nigh Ahlyw#14 -A ENP, 1/28/1028 tC No